Item 1. Business
General - Carrollton Bancorp (or the “Company”), a Maryland corporation and a bank holding company registered under the Bank Holding Company Act of 1956, as amended, was organized on January 11, 1990, and is headquartered in Columbia, Maryland. Carrollton Bank (or the “Bank”) is a commercial bank and our principal subsidiary. The Bank was chartered by an act of the General Assembly of Maryland (Chapter 727) approved April 10, 1900. The Bank is engaged in a general commercial and retail banking business and has a total of ten full-service branch locations in Maryland with two branch locations in Baltimore City, three branch locations in Anne Arundel County, four branches in Baltimore County, and one branch in Harford County. The Bank also has a limited-service branch in Howard County that currently serves customers by appointment only.
The Bank is an independent, community bank that seeks to provide personal attention and professional financial services to its customers while offering virtually all of the banking services of larger competitors. Our customers are primarily individuals and small and medium-sized businesses. The Bank’s business philosophy includes offering informed and courteous service, local and timely decision-making, flexible and reasonable operating procedures, and consistently applied credit policies.
The Bank’s wholly-owned subsidiaries are Carrollton Financial Services, Inc. (‘‘CFS’’), which provides investment advisory and brokerage services, Mulberry Street LLC (‘‘MSLLC’’) and Mulberry Street A LLC (‘‘MSALLC’’), which dispose of other real estate owned and 13 Beaver Run LLC (“BRLLC”), which holds one piece of foreclosed real estate. Carrollton Community Development Corporation (‘‘CCDC’’) is a 96.4% owned subsidiary of the Bank that promotes, develops and improves the housing and economic conditions of people in Maryland, particularly the Baltimore metropolitan area.
The executive offices of the Company and the principal office of the Bank are located at 7151 Columbia Gateway Drive, Suite A, Columbia, Maryland 21046, telephone number (410) 312-5400. The Company files with the Securities and Exchange Commission (“SEC”) quarterly and annual reports on forms 10-Q and 10-K, respectively, proxy materials on Schedule 14A and current reports on Form 8-K. The Company makes available, free of charge, all of these reports, as well as any amendments, through the Company’s Internet web site as soon as is reasonably practicable after they are filed electronically with the SEC. The address of that site is http://www.carrolltonbank.com. The contents of the Company’s website are not part of this Annual Report. To access the SEC reports, click on “About Us” - “Investor Relations” - “SEC Filings.” The SEC also maintains an Internet web site that contains reports, proxy materials and information statements at http://www.sec.gov. In addition, the Company will provide paper copies of filings free of charge upon written request.
Proposed Merger - On April 8, 2012, the Company, Jefferson Bancorp, Inc. (“Jefferson”) and Financial Service Partners Fund I, LLC (“FSPF”) entered into an Agreement and Plan of Merger, amended as of May 7, 2012 and February 28, 2013 (the “Merger Agreement”), which sets forth the terms and conditions upon which Jefferson will merge with and into the Company (the “Merger”). The Company will be the surviving entity. Pursuant to the Merger Agreement, the subsidiary banks of Jefferson and the Company will also merge, with Bay Bank, FSB (the subsidiary bank of Jefferson) being the surviving entity and a wholly-owned subsidiary of the Company.
			
		
In exchange for 100% of the outstanding shares of Jefferson, the stockholders of Jefferson will receive newly issued shares of the Company’s common stock (which we sometimes refer to in this report as the “Carrollton Common Stock”) representing approximately 85.92% of the total outstanding shares of Carrollton Common Stock as of the closing of the Merger, assuming the current Company stockholders elect to exchange for cash 50%, in the aggregate, of the current outstanding Carrollton Common Stock. Stockholders of Jefferson will receive 2.2217 shares of Carrollton Common Stock for each share of Jefferson common stock owned at the time of the Merger. Any outstanding options to purchase Jefferson common stock will be converted into options to purchase Carrollton Common Stock at the same exchange ratio described above.
At the effective date of the Merger, stockholders of Carrollton may elect to retain their shares of Carrollton Common Stock or to receive $6.20 in cash per share, subject to proration in the event the aggregate cash elections exceed 50% of the shares of Carrollton Common Stock outstanding as of the closing of the Merger. In no event will cash be paid for more than 50% of the total number of shares of Carrollton Common Stock outstanding as of the closing. Outstanding options to purchase Carrollton Common Stock will remain outstanding.
On August 23, 2012 the stockholders of the Company approved the Merger. In addition, stockholders elected to redeem 1,095,932 shares of Carrollton Common Stock for the cash offer of $6.20 per share. These shares represent 42.34% of the total outstanding shares of Carrollton Common Stock as of the election date. Upon completion of the Merger this would result in the stockholders of Jefferson receiving newly issued shares of the Carrollton Common Stock representing approximately 84.12% of the total outstanding shares of Carrollton Common Stock as of the closing of the Merger.
The completion of the Merger is subject to additional closing conditions, including receipt of certain regulatory approvals.
Participation in TARP - In response to the financial crises affecting the banking system and financial markets and going concern threats to investment banks and other financial institutions, on October 3, 2008, the Emergency Economic Stabilization Act of 2008 (the “EESA”) was signed into law. Pursuant to the EESA, the U.S. Department of the Treasury (“Treasury”) was given the authority to, among other things, purchase up to $700 billion of mortgages, mortgage-backed securities and certain other financial instruments from financial institutions for the purpose of stabilizing and providing liquidity to the U.S. financial markets.
On October 14, 2008, the Secretary of the Department of the Treasury announced that the Department of the Treasury would purchase equity stakes in a wide variety of banks and thrifts. Under the program, known as the Troubled Asset Relief Program (“TARP”) Capital Purchase Program (the “TARP Capital Purchase Program”), from the $700 billion authorized by the EESA, the Treasury made $250 billion of capital available to U.S. financial institutions in the form of preferred stock. In conjunction with the purchase of preferred stock, the Treasury received, from participating financial institutions, warrants to purchase common stock with an aggregate market price equal to 15% of the preferred investment. Participating financial institutions were required to adopt the Treasury’s standards for executive compensation and corporate governance for the period during which the Treasury holds equity issued under the TARP Capital Purchase Program. On February 13, 2009, the Company raised $9,201,000 through participation in the TARP Capital Purchase Program.
The Company issued to Treasury 9,201 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, liquidation preference $1,000 per share (the “Series A Preferred Stock”), and a warrant to purchase 205,379 shares of the Company’s common stock, par value $1.00 per share. The warrant is exercisable at $6.72 per share at any time on or before February 13, 2019. Treasury has agreed not to exercise voting power with respect to any shares of common stock issued upon exercise of the warrant.
The Company may, at its option, redeem shares of Series A Preferred Stock, in whole or in part, at any time and from time to time, for cash at a per share amount equal to the sum of the liquidation preference per share plus any accrued and unpaid dividends to but excluding the redemption date, with prior regulatory approval.
The Series A Preferred Stock and the warrant were issued in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The Company registered the warrant and the shares of common stock underlying the warrant (the “warrant shares”) for resale on March 13, 2009. Neither the Series A Preferred Stock nor the warrant are subject to any contractual restrictions on transfer.
The Purchase Agreement (as defined below) also subjects the Company to certain of the executive compensation limitations included in the EESA. As a condition to the closing of the transaction, Robert A. Altieri, James M. Uveges, Gary M. Jewell, William D. Sherman, and Lola B. Stokes (the Company's Senior Executive Officers, as
			
		
defined in the Purchase Agreement) each: (i) voluntarily waived any claim against the Treasury or the Company for any changes to such Senior Executive Officer's compensation or benefits that are required to comply with the regulation issued by the Treasury under the TARP Capital Purchase Program as published in the Federal Register on October 20, 2008, and acknowledged that the regulation may require modification of the compensation, bonus, incentive and other benefit plans, arrangements and policies and agreements (including so called “golden parachute” agreements) as they relate to the period the Treasury holds any equity or debt securities of the Company acquired through the TARP Capital Purchase Program; and (ii) entered into an amendment to Messrs. Altieri, Uveges and Jewell’s and Mrs. Stokes’ employment agreements that provide that any severance payments made to such officers will be reduced, as necessary, so as to comply with the requirements of the TARP Capital Purchase Program.
Description of Services - The Bank provides a broad range of consumer and commercial banking products and services to individuals, businesses, and professionals. The services and products have been designed in such a manner as to appeal to small to medium sized businesses, the principals and employees of those businesses and other consumers.
The following is a partial listing of the types of services and products that the Bank offers:
						
						
						
						
						
						
						
						
						
						
						
						
						
						
						
						
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Commercial loans for businesses, including those for working capital purposes, equipment purchases, accounts receivable and inventory financing
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Commercial and residential real estate loans for acquisitions, refinancing, and construction
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Consumer loans including automobile loans, home equity loans, and lines of credit
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Loans guaranteed by the United States Small Business Administration
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Money market deposits, demand deposits, NOW accounts, savings accounts, and certificates of deposit
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Internet banking, including electronic bill payment
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Letters of credit and remittance services
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Credit and debit card services
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Merchant credit card deposit servicing
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Remote deposit for commercial customers
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Wire transfer and automatic clearing house (“ACH”) services
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Brokerage services for stocks, bonds, mutual funds and annuities
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A 24-hour ATM network that includes 15,000 MoneyPass® locations
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After- hours depository services
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Safe deposit boxes
						
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Other services, such as direct deposit, wire transfers, and IRAs
Our customer service hours are competitive with other institutions in our market area. The Bank also acts as a reseller of services purchased from third party vendors for customers requiring services we do not offer.
Lending Activities - The Bank makes various types of loans to borrowers based on, among other things, an evaluation of the borrowers’ net asset value, cash flow, security, and ability to repay. Loans to consumers include home mortgage loans, home equity lines of credit, home improvement loans, overdraft lines of credit, and installment loans for automobiles, boats and recreational vehicles. We also make loans secured by deposit accounts and common stocks. Our commercial loan product line includes commercial mortgage loans, time and demand loans, lines and letters of credit, and acquisition, development and construction financing. Please see Note 4 to the Consolidated Financial Statements contained in Part II, Item 8 for a report of the classification by type of loan for the whole portfolio.
Mortgage Banking. Our mortgage-banking business is structured to provide a source of fee income largely from the process of originating residential mortgage loans for sale on the secondary market, as well as the origination of loans to be held in our loan portfolio. Mortgage-banking products include Federal Housing Administration (“FHA”) and U.S. Department of Veterans Affairs (“VA”) loans, conventional and nonconforming first and second mortgages, and construction and permanent financing. These loans we originate are generally sold into the secondary market but may be considered for retention by the Bank as part of our balance sheet strategy.
Residential Mortgage Loans for Owner Occupied Properties. First and second residential mortgage loans enable customers to purchase or refinance residential properties. These loans are secured by liens on the residential
			
		
property. All first mortgage loans with a loan to value ratio greater than 80% have private mortgage insurance coverage equal to or greater than the amount required under the Federal National Mortgage Association guidelines. We generally do not lend in excess of 80% of the appraised value of such properties unless we obtain the proper private mortgage insurance coverage or are making a loan guaranteed by the FHA, VA, or U.S. Department of Agriculture (“USDA”). The majority of our mortgage lending is to borrowers wishing to finance owner-occupied, single-family dwellings. Although we offer mortgage loans for investment properties, the guidelines of investors who purchase these loans have become more stringent over the last five years which limits our opportunity to finance investment properties. Due to historically low interest rates, most borrowers have recently been financing their mortgages at a 30-year fixed rate. Occasionally, we provide funding to borrowers with an adjustable rate after the fifth anniversary of the loan funding date.
Unlike the other types of loans we originate, we generally originate residential mortgage loans with the intent to sell them in the secondary market. Such loans are sold, in most cases, with servicing released, to any of eight financial institutions for which we have been “approved” as a seller of mortgage loans. These loans are typically held for a period of three to six weeks before being sold to the secondary market investor. This holding period represents the amount of time taken by the secondary market investor to review the loan files for completeness and accuracy. During this holding period, we earn interest on these loans at a rate indexed to the prime rate. The primary risk to us from these loans is that the secondary market investor may decline to purchase the loans due to documentary deficiencies or errors. We attempt to manage this risk by underwriting the loans in accordance with the secondary market investors’ guidelines. If the secondary market investor declines to purchase the loan, we could attempt to sell the loan to other investors or hold the loan in our loan portfolio. Until sold, we retain the credit risk with respect to these loans.
Residential loans represent smaller dollar loans to more customers, and therefore, have lower credit risk than other types of loans. The majority of our fixed-rate residential mortgage loans, which represent increased interest rate risk, are sold in the secondary market. The remainder of the variable-rate mortgage loans, which are generally construction loans and a small number of fixed-rate mortgage loans, are retained in our loan portfolio.
Owner occupied residential mortgage loans, excluding loans held for sale, constituted 13.5% of our loan portfolio at December 31, 2012.
Residential Mortgage Loans for Non-Owner Occupied Properties. These residential mortgage loans are first mortgage loans made to individuals or to businesses to finance acquisitions of residential real estate as an investment or rental property. These loans are secured by a first mortgage lien on the property, and may be further secured by other property or other assets depending on the value of the mortgaged property. In most instances, when made to a business, these loans are guaranteed personally by the principals. We typically look for cash flow from the business to at least equal to 115% coverage of the business debt service, and for income-producing property to be self supporting, generally, with a minimum debt service coverage ratio of 120% to 125%. Repayment of the loan is primarily dependent on the rental income received from the tenants. These loans constituted 5.3% of our loan portfolio at December 31, 2012.
Home Equity Loans and Lines of Credit. Home equity loans and lines of credit are typically second mortgage loans (sometimes first mortgages) secured by the borrower’s primary residence. Home equity loans are originated with fixed or variable rates of interest and with terms of up to 20 years and are fully amortizing. Home equity lines of credit are structured as a revolving borrowing line with a maximum loan amount. Customers write checks to access the line. Generally, the Bank has a second lien on the property behind the first mortgage lien holder. We offer a number of different equity loan products. Borrowers can choose between fixed rate loans or loans tied to the prime rate with margins ranging from 0% to 2.0%. We will finance up to 80% of the value of the home in combination with the first mortgage loan balance, depending on the rate and program. Home equity loans and lines of credit are underwritten with the same criteria that we use to underwrite one- to four-family residential mortgage loans, including a loan-to-value ratio of 80% when combined with the principal balance of the existing mortgage loan.
Home equity loans and lines of credit generally carry a higher level of risk than first mortgage residential loans because of the second lien position on the property. In particular, we face the risk that collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance. In particular, because home equity loans are secured by second mortgages, decreases in real estate values could adversely affect the value of the property serving as collateral for these loans. Thus, the recovery of such property could be insufficient to compensate us for the value of these loans.
Home equity loans and lines of credit constituted 13.5% of our loan portfolio at December 31, 2012.
			
		
Mortgage Loans for Commercial Owner Occupied Properties. These commercial mortgage loans are first mortgage loans made to individuals or to businesses to finance acquisitions of real property for use by the owner’s business. These loans are secured by a first mortgage lien on the commercial property, and may be further secured by other property or other assets depending on the value of the mortgaged property. In most instances, these loans are guaranteed personally by the principals. We typically look for cash flow from the business to at least equal to 115% coverage of the business debt service, and for income-producing property to be self supporting, generally, with a minimum debt service coverage ratio of 120% to 125%. Commercial mortgage loans carry more risk than residential real estate loans. Commercial mortgage loans tend to be larger in size, and the properties tend to exhibit more fluctuation in value. In addition, repayment of the loan is primarily dependent on the success of the business itself. Further, economic cycles can affect the success of a business and, as a result, the borrower’s ability to repay the loan. Additionally, any decline in real estate values may be more pronounced for commercial real estate than for residential properties. These loans constituted 13.8% of our loan portfolio at December 31, 2012.
Mortgage Loans for Commercial Non-Owner Occupied Properties. Commercial mortgage loans are first mortgage loans made to individuals or to businesses to finance acquisitions of real property used for business purposes. These loans are secured by a first mortgage lien on the commercial property, and may be further secured by other property or other assets depending on the value of the mortgaged property. In most instances, when made to a business, these loans are guaranteed personally by the principals. We typically look for cash flow from the business to at least equal to 115% coverage of the business debt service, and for income-producing property to be self supporting, generally, with a minimum debt service coverage ratio of 120% to 125%. These types of commercial mortgage loans carry more risk than residential real estate loans. Commercial mortgage loans tend to be larger in size, and the properties tend to exhibit more fluctuation in value. In addition, repayment of the loan is primarily dependent on the borrower’s ability to lease the property and the success of the tenants’ businesses, which can be negatively affected by economic cycles. Additionally, any decline in real estate values may be more pronounced for commercial real estate than residential properties. These loans constituted 34.7% of our loan portfolio at December 31, 2012.
Construction and Land Development Loans. Construction and land development loans are loans to individuals and businesses to finance the acquisition and development of parcels of land and to construct residential housing, including single family residential properties and multi-family properties, or commercial property such as the development of residential neighborhoods and commercial office parks. We typically will finance 70% to 80% of the discounted future value of these projects, or 80% of the value of the completed project or 90% of cost, whichever is less, on a single-family, detached home. The loan is collateralized by the project or real estate itself, and, when made to a business, other assets or guarantees of the principals in most cases. Repayment is anticipated from the proceeds of sale of the final units, or permanent mortgage financing on a residential or commercial construction loan for a single borrower. These types of loans carry a higher degree of risk than long-term financing on improved, owner-occupied real estate and commercial mortgage loans. Risk of loss on such loans depends largely upon the accuracy of the initial estimate of the value of the property at completion of construction compared to the estimated cost (including interest) of construction and other assumptions. If the estimate of construction or development cost proves to be inaccurate, we may be required to advance additional funds beyond the amount originally committed in order to protect the value of the property. Moreover, if the estimated value of the completed project proves to be inaccurate, the borrower may hold a property with a value that is insufficient to assure full repayment. In the event we make a land acquisition loan on property that is not yet approved for the planned development, there is the risk that approvals will not be granted or will be delayed. Construction loans also expose us to the risks that improvements will not be completed on time in accordance with specifications and projected costs and that repayment will depend on the successful operation or sale of the properties. In addition, the ultimate sale or rental of the property may not occur as anticipated. Also, interest rates, buyer preferences, and desired locations are all subject to change during the period from the time of the loan commitment to final delivery of the final unit, all of which can change the economics of the project. In addition, real estate developers to whom these loans are typically made are subject to the business risk of operating a business in a competitive environment, and many of these borrowers may have more than one loan outstanding.
We attempt to reduce risk on these loans by limiting lending for speculative building of both residential and commercial properties based upon the borrower's history with us, financial strength, and the loan-to-value ratio of such speculative property. We generally require new and renewed variable-rate commercial loans to have interest rate floors.
We have dramatically reduced our origination of these types of loans over the past four years and intend to continue to make these loans on only a limited basis going forward. As of December 31, 2012, these types of loans represent 5.4% of our loan portfolio.
			
		
Commercial and Industrial Loans. Commercial and industrial loans and lines of credit are loans to businesses for relatively short periods of time, usually not more than five years. These loans are made for any valid business purpose. These loans may be secured by assets of the borrower or guarantor, but may be unsecured based on the personal guarantee of the principal. If secured, loans may be made for up to 100% of the value of the collateral. The businesses to which these loans are made are subject to normal business risk, and cash flows of the business may be subject to economic cycles. Further, repayment of these loans is often dependent on the success of the business itself or, for secured loans, the value of the assets securing the loans not falling in value. If guaranteed by the principal, the net worth and assets of the principal may be dissipated by demands of the business, or due to other factors. Commercial and industrial loans constituted 12.8% of our loan portfolio at December 31, 2012.
Other Loans. The remainder of the loan portfolio is comprised of installment loans for automobiles, overdraft protection lines, and loans secured by deposit accounts or stocks. The largest portion of this group is installment loans for automobiles and other vehicles. We will finance up to 90% of the cost of a new car purchase, or the maximum loan amount as determined by the National Automobile Dealers Association publication for used cars. These loans are secured by the vehicle purchased. Borrowers must meet certain income and debt ratio requirements, and we perform a credit review on each applicant. These types of loans are subject to the risk that the value of the vehicle will decline faster than the amount due on the loan. However, the income-to-debt ratio requirement helps determine the borrower’s current ability to repay. These loans constituted 0.2% of our loan portfolio at December 31, 2012.
The Bank is the principal originator of the loans it makes, at this time. In prior periods, residential mortgage loans and home equity loans and lines of credit were predominantly purchased from a network of brokers or other types of originators with whom the Bank did business. The Bank has sold some loans in the secondary market for which it retained the servicing rights and derives a small amount of noninterest income from serviced loans. These income amounts are not significant to the amounts of noninterest income derived from other sources. These loans represented less than 1% of our loan portfolio at December 31, 2012.
Lending Limit. As of December 31, 2012, our legal lending limit for loans to one borrower was approximately $6.1 million. As part of our risk management strategy, we may attempt to participate a portion of larger loans to other financial institutions on credit-worthy loan requests that exceed our lending limit. This strategy allows us to maintain customer relationships yet reduce credit exposure. However, this strategy may not always be available.
Loan Approval Procedures and Authority. We have lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management and the Board of Directors review and approve these policies and procedures on a regular basis. A reporting system supplements the review process by providing management and the Board of Directors with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.
We use external consultants to conduct independent loan reviews. These consultants review and validate the credit risk program on a periodic basis. Results of these reviews are presented to management and the Board of Directors. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as our policies and procedures.
Subsidiaries - CFS provides brokerage services and a variety of financial planning and investment options to customers through INVEST Financial Corp. pursuant to a service agreement with INVEST. The investment options CFS offers through this arrangement include mutual funds, U.S. government bonds, tax-free municipals, individual retirement account rollovers, long-term care, and health care insurance services. INVEST is a full-service broker/dealer, registered with the Financial Industry Regulatory Authority (“FINRA”) and the SEC, a member of Securities Investor Protection Corporation (“SIPC”), and licensed with state insurance agencies in all 50 states. CFS refers clients to an INVEST representative for investment counseling prior to the purchase of securities.
CCDC, which was established in 1995, promotes, develops and improves the housing and economic conditions of people in Maryland, particularly the Metropolitan Baltimore area. We coordinate our efforts to identify opportunities with a local non-profit ministry whose mission and vision is to eliminate poverty housing in the region by building decent houses for affordable homeownership throughout Anne Arundel County and the Baltimore metropolitan region. CCDC generates revenue through the origination of loans for the purchase of these homes.
MSLLC, established in 2004, manages and disposes of real estate acquired through foreclosure, generally purchased at public auction, when the Bank forecloses on a property in our portfolio.
			
		
MSALLC, established in 2012, manages and disposes of real estate acquired through foreclosure, generally purchased at public auction, when the Bank forecloses on a property in our portfolio.
BRLLC, established in 2011, manages one real estate property we acquired through foreclosure. It is the intent of BRLLC to manage the property and dispose of it in an orderly fashion.
Investment Activities - We maintain a portfolio of investment securities to provide liquidity and income. The current portfolio amounts to approximately 7.8% of total assets, and is invested primarily in U.S. government agency securities, state and municipal bonds, corporate bonds, and mortgage-backed securities with maturities varying from 2013 to 2041, as well as equity securities.
Deposit Services - The Bank offers a wide range of both personal and commercial types of deposit accounts and services as a means of gathering funds. Deposit accounts available include noninterest-bearing demand checking, interest-bearing checking (NOW accounts), and savings, money market, certificates of deposit and individual retirement accounts. Deposit accounts carry varying fee structures depending on the level of services desired by the customer. Interest rates vary depending on the type of account and the balance in the account maintained by the customer, and are set by us based primarily on our current operating strategy and market interest rates. The Bank’s customer base for deposits is primarily retail in nature. The Bank also offers certificates of deposit over $100,000 to its retail and commercial customers. The Bank has used deposit brokers and Internet listing services in the past and may do so in the future to meet liquidity needs.
We offer Certificate of Deposit Registry Service (“CDARS”) deposits to our customers. This program allows customers to deposit more than would normally be covered by Federal Deposit Insurance Corporation (“FDIC”) insurance. CDARS is a nationwide program that allows participating banks to “swap” customer deposits so that no customer has greater than the insurable maximum in one bank, while allowing the customer the convenience of maintaining a relationship with only one bank.
In addition to traditional deposit services, we offer telephone banking services, Internet banking services and Internet bill paying services to our customers. We also offer remote deposit capture to our commercial customers.
Brokerage Activities - CFS provides full service brokerage services for stocks, bonds, mutual funds and annuities. For 2012, commission income totaled $632,308 and net income from brokerage activities was $131,243.
Market - The Bank considers its core markets to be the communities within the Baltimore Metropolitan Statistical Area (“Baltimore MSA”), particularly Baltimore City and the Maryland counties of Baltimore, Anne Arundel and Harford. Lending activities are broader and include areas outside of the Baltimore MSA. The CMS mortgage division operates in Delaware, Pennsylvania, Virginia and West Virginia in addition to its core Maryland operations. All of our revenue is generated within the United States.
Competition - The Bank faces strong competition in all areas of its operations. This competition comes from entities operating in Baltimore City, Baltimore County, Anne Arundel County, Harford County, and Carroll County, and includes branches of some of the largest banks in Maryland. Its most direct competition for deposits historically has come from other commercial banks, savings banks, savings and loan associations and credit unions. The Bank also competes for deposits with money market funds, mutual funds and corporate and government securities. The Bank competes with the same banking entities for loans, as well as mortgage banking companies and other institutional lenders. The competition for loans varies from time to time depending on certain factors, including, among others, the general availability of lendable funds and credit, general and local economic conditions, current interest rate levels, conditions in the mortgage market and other factors which are not readily predictable. Many of the Bank’s competitors have greater assets, lending limits, and operating capacity than we do, and may offer extensive and established branch networks and other services that we do not offer.
The Bank attempts to differentiate itself from the competition through personalized service, flexibility in meeting the needs of customers, prompt decision making and the availability of senior management to meet with customers and prospective customers.
Current federal law allows the acquisition of banks by bank holding companies nationwide. Further, federal and Maryland law permit interstate banking. Recent legislation has broadened the extent to which financial services companies, such as investment banks and insurance companies, may control commercial banks. As a consequence of these developments, competition in the Bank’s principal market may increase, and a further consolidation of financial institutions in Maryland may occur.
			
		
Asset Management - The Bank makes available several types of loan services to its customers as described above, depending on customer needs. Recent emphasis has been made on originating short-term (one year or less), variable rate commercial loans and variable rate home equity lines of credit, with the balance of its funds invested in consumer/installment loans and real estate loans, both commercial and residential. In addition, a portion of the Bank’s assets is invested in high-grade securities and other investments in order to provide income, liquidity and safety. Such investments include U.S. government agency securities, corporate bonds, mortgage-backed securities and collateralized mortgage obligations, as well as advances of federal funds to other member banks of the Federal Reserve System. Subject to the effects of taxes, the Bank also invests in tax-exempt state and municipal securities with a minimum rating of “A” by a recognized ratings agency. The Bank’s primary source of funds is customer deposits. The risk of non-repayment (or deferred payment) of loans is inherent in the business of commercial banking, regardless of the type of loan or borrower. The Bank’s efforts to expand its loan portfolio to small and medium-sized businesses may result in the Bank undertaking certain lending risks which are somewhat different from those involved in loans made to larger businesses. The Bank’s management evaluates all loan applications and seeks to minimize the exposure to credit risks through the use of thorough loan application, approval and monitoring procedures. However, there can be no assurance that such procedures significantly reduce all risks.
Employees - As of March 12, 2013, the Bank and its subsidiaries had 133 full-time and 4 part-time employees, 29 of whom were officers. Each officer generally has responsibility for one or more loan, banking, customer contact, operations, or subsidiary functions. Non-officer employees perform a variety of administrative functions. Management believes that it has a favorable relationship with its employees. Carrollton Bancorp does not have any employees.
Critical accounting policies
Our financial condition and results of operations are sensitive to accounting measurements and estimates of matters that are inherently uncertain. When applying accounting policies in areas that are subjective in nature, management must use its best judgment to arrive at the carrying value of certain assets. One of the most critical accounting policies applied is related to the valuation of the loan portfolio.
A variety of estimates impact the carrying value of the loan portfolio including the calculation of the allowance for loan losses, valuation of underlying collateral and the timing of loan charge-offs.
The allowance for loan losses is one of the most difficult and subjective judgments. The allowance is established and maintained at a level that management believes is adequate to cover losses resulting from the inability of borrowers to make required payments on loans. Estimates for loan losses are arrived at by analyzing risks associated with specific loans and the loan portfolio. Current trends in delinquencies and charge-offs, historical data on charged-off loans, the views of bank regulators, changes in the size and composition of the loan portfolio, and peer comparisons are also factors. The analysis also requires consideration of the economic climate and direction and change in the interest rate environment, which may impact a borrower’s ability to pay, legislation impacting the banking industry, and economic conditions specific to the Bank’s service area. Because the calculation of the allowance for loan losses relies on estimates and judgments relating to inherently uncertain events, results may differ from our estimates.
Another critical accounting policy is related to securities. Securities are evaluated periodically to determine whether a decline in their value is other than temporary. The term “other than temporary” is not intended to indicate a permanent decline in value. Rather, it means that the prospects for near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the investment. Management reviews criteria such as the magnitude and duration of the decline, as well as the reasons for the decline, to predict whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.
Supervision and Regulation
General. The Company and Bank are extensively regulated under federal and state law. Generally, these laws and regulations are intended to protect depositors, not stockholders. The following is a summary description of certain provisions of certain laws, which affect the regulation of banks and holding companies. The discussion is qualified in its entirety by reference to applicable laws and regulations. Changes in these laws and regulations may have a material effect on the business and prospects of the Company and the Bank.
			
		
As a bank holding company, the Company is subject to the Bank Holding Company Act of 1956, as amended (the “BHCA”). The BHCA is administered by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board”), and the Company is required to file with the Federal Reserve Board such reports and information as may be required pursuant to the BHCA. The Federal Reserve Board also may examine the Company and any of its nonbank subsidiaries. The BHCA requires every bank holding company to obtain the prior approval of the Federal Reserve Board before: (i) it or any of its subsidiaries (other than a bank) acquires substantially all of the assets of any bank; (ii) it acquires ownership or control of any voting shares of any bank if after such acquisition it would own or control, directly or indirectly, more than five percent of the voting shares of such bank; or (iii) it merges or consolidates with any other bank holding company. A bank holding company is also generally prohibited from engaging in, or acquiring direct or indirect control of more than five percent (5%) of the voting shares of any company engaged in non-banking activities. A major exception to this prohibition is for activities the Federal Reserve Board finds, by order or regulation, to be so closely related to banking or managing or controlling banks. Some of the activities that the Federal Reserve Board has determined by regulation to be properly incident to the business of a bank holding company are: making or servicing loans and certain types of leases; engaging in certain investment advisory and discount brokerage activities; performing certain data processing services; acting in certain circumstances as a fiduciary or as an investment or financial advisor; ownership of certain types of savings associations; engaging in certain insurance activities; and making investments in certain corporations or projects designed primarily to promote community welfare.
In accordance with the Dodd-Frank Act and Federal Reserve Board policy, the Company is expected to act as a source of financial strength to the Bank and to commit resources to support the Bank in circumstances in which the Company might not otherwise do so. The Federal Reserve Board imposes risk-based capital measures on bank holding companies in order to insure their capital adequacy. The Federal Reserve Board may also require a bank holding company to terminate any activity or relinquish control of a non-bank subsidiary (other than a non-bank subsidiary of a bank) upon the Federal Reserve Board’s determination that such activity or control constitutes a serious risk to the financial soundness or stability of any subsidiary depository institution of the bank holding company. Further, federal bank regulatory authorities have additional discretion to require a bank holding company to divest itself of any bank or non-bank subsidiary if the agency determines that divestiture may aid the depository institution’s financial condition.
The status of Carrollton Bancorp as a registered bank holding company under the BHCA does not exempt it from certain federal and state laws and regulations applicable to Maryland corporations generally, including, without limitation, certain provisions of the federal securities laws.
Federal and State Bank Regulation. The Bank is a Maryland state-chartered commercial bank regulated and examined by the Office of the Maryland Commissioner of Financial Regulation (the “Commissioner') and the FDIC. The Commissioner and the FDIC have extensive enforcement authority over the institutions they regulate to prohibit or correct activities which violate law, regulations or written agreements with the regulator, or which are deemed to constitute unsafe or unsound practices. Enforcement actions may include the appointment of a conservator or receiver, the issuance of a cease and desist order, the termination of deposit insurance, the imposition of civil money penalties on the institution, its directors, officers, employees and institution-affiliated parties, and the enforcement of any such mechanisms through restraining orders or other court actions.
The Financial Institutions Article of the Maryland Annotated Code (the “Banking Code”) contains detailed provisions governing the organization, operations, corporate powers, commercial and investment authority, branching rights and responsibilities of directors, officers and employees of Maryland banking institutions. The Banking Code delegates extensive rulemaking power and administrative discretion to the Commissioner in its supervision and regulation of state-chartered banking institutions. The Commissioner may order any banking institution to discontinue any violation of law or unsafe or unsound business practice.
In its lending activities, the maximum legal rate of interest, fees and charges which a financial institution may charge on a particular loan depends on a variety of factors such as the type of borrower, the purpose of the loan, the amount of the loan and the date the loan is made. Other laws tie the maximum amount, which may be loaned to any one customer and its related interests to capital levels. The Bank is also subject to certain restrictions on extensions of credit to executive officers, directors, principal stockholders or any related interest of such persons which generally require that such credit extensions be made on substantially the same terms as are available to third persons dealing with the Bank and not involve more than the normal risk of repayment.
The Community Reinvestment Act (“CRA”) requires that in connection with the examination of financial institutions within their jurisdictions, the FDIC evaluate the record of the financial institutions in meeting the credit needs of their local communities, including low and moderate-income neighborhoods, consistent with the safe and
			
		
sound operation of these banks. The factors are also considered by all regulatory agencies in evaluating mergers, acquisitions, and applications to open a branch or facility. As of the date of its most recent examination report, the Bank has a CRA rating of “Satisfactory.”
Under the Federal Deposit Insurance Corporation Improvement Act of 1991 (“FDICIA”), each federal banking agency is required to prescribe, by regulation, non-capital safety and soundness standards for institutions under its authority. The federal banking agencies, including the FDIC, have adopted standards covering internal controls, information systems, internal audit systems, loan documentation, credit underwriting, interest rate exposure, asset growth, and compensation, fees and benefits. An institution that fails to meet those standards may be required by the agency to develop a plan acceptable to the agency, which specifies the steps that the institution will take to meet the standards. Failure to submit or implement such a plan may subject the institution to regulatory sanctions. The Bank believes that it meets substantially all standards which have been adopted. FDICIA also imposed new capital standards on insured depository institutions described under the caption below titled “Capital Requirements.”
Capital Requirements. The FDIC has established minimum leverage capital requirements for banks that it regulates, such as the Bank. The minimum leverage capital requirement is the ratio of Tier 1 (core) capital to total assets of not less than 3.0% if the FDIC determines that the institution: (i) is not anticipating or experiencing significant growth and has well-diversified risk, including no undue interest rate risk exposure, excellent asset quality, high liquidity, good earnings; (ii) in general is considered a strong banking organization; and (iii) is rated composite 1 under the Uniform Financial Institutions Rating System (the CAMELS rating system) established by the Federal Financial Institutions Examination Council. For all other institutions, the minimum leverage capital ratio is not less than 4.0%. Tier 1 capital is the sum of common stockholders’ equity, noncumulative perpetual preferred stock including any related surplus (excluding auction rate issues), and minority investments in certain subsidiaries, less goodwill and other intangible assets subject to certain exceptions.
The FDIC has also adopted certain risk-based capital guidelines to assist in the assessment of the capital adequacy of a banking organization's operations for both transactions reported as assets on the balance sheet and transactions, such as letters of credit and recourse arrangements, which are recorded as off balance sheet items. Under these guidelines, nominal dollar amounts of assets and credit equivalent amounts of off balance sheet items are multiplied by one of several risk adjustment percentages, which range from 0% for assets with low credit risk, such as certain U.S. Treasury securities, to 200% for assets with relatively high credit risk, such as low-rated asset backed securities.
A banking organization's risk-based capital ratios are obtained by dividing its qualifying capital by its total risk adjusted assets. The regulators measure risk-adjusted assets, which include off balance sheet items, against both total qualifying capital (the sum of Tier 1 capital and limited amounts of Tier 2 capital) and Tier 1 capital. “Tier 2,” or supplementary capital, includes, among other things, limited-life preferred stock, hybrid capital instruments, mandatory convertible securities, qualifying subordinated debt, and the allowance for loan losses, subject to certain limitations and minus required deductions. The inclusion of elements of Tier 2 capital is subject to certain other requirements and limitations of the federal banking agencies. Banks subject to the risk-based capital guidelines are required to maintain a ratio of Tier 1 capital to risk-weighted assets of at least 4% and a ratio of total capital to risk-weighted assets of at least 8%. The FDIC may set higher capital requirements when particular circumstances warrant. At this time the bank regulatory agencies are more inclined to impose higher capital requirements in order to meet well-capitalized standards, and future regulatory change could impose higher capital standards as a routine matter.
Under federal prompt corrective action regulations, the FDIC is authorized and, under certain circumstances, required, to take various “prompt corrective actions” to resolve the problems of any state non-member bank that is not adequately capitalized. Under these regulations, a bank is considered to be: (i) “well capitalized” if it has total risk-based capital of 10% or more, Tier 1 risk-based capital of 6.0% or more, Tier I leverage capital of 5% or more, and is not subject to any written capital order or directive; (ii) “adequately capitalized” if it has total risk-based capital of 8% or more, Tier I risk-based capital of 4.0% or more and Tier I leverage capital of 4% or more (3% under certain circumstances), and does not meet the definition of “well capitalized (iii) “undercapitalized” if it has total risk-based capital of less than 8%, Tier I risk-based capital of less than 4% or Tier I leverage capital of less than 4% (3% under certain circumstances); (iv) “significantly undercapitalized” if it has total risk-based capital of less than 6%, Tier I risk-based capital less than 3%, or Tier I leverage capital of less than 3%; and (v) “critically undercapitalized” if its ratio of tangible equity to total assets is equal to or less than 2%. Under certain circumstances, the FDIC may reclassify a well capitalized institution as adequately capitalized, and may require an adequately capitalized institution or an undercapitalized institution to comply with supervisory actions as if it were in the next lower category (except that the FDIC may not reclassify a significantly undercapitalized institution as critically undercapitalized). The Bank is currently “well capitalized.”
			
		
Failure to meet applicable capital guidelines could subject a banking organization to a variety of enforcement actions, including limitations on its ability to pay dividends, the issuance by the applicable regulatory authority of a capital directive to increase capital and, in the case of depository institutions, the termination of deposit insurance by the FDIC, the appointment of a conservator or receiver, and limitations on the organization’s ability to accept brokered deposits, and as applicable to undercapitalized institutions. Undercapitalized depository institutions are subject to growth limitations and are required to submit capital restoration plans. If a depository institution fails to submit an acceptable plan, it is treated as if it is significantly undercapitalized. Significantly undercapitalized depository institutions may be subject to a number of other requirements and restrictions, including orders to sell sufficient voting stock to become adequately capitalized, requirements to reduce total assets and stop accepting deposits from correspondent banks. Critically undercapitalized institutions are subject to the appointment of a receiver or conservator; generally within 90 days of the date such institution is determined to be critically undercapitalized. In addition, future changes in regulations or practices could further reduce the amount of capital recognized for purposes of capital adequacy. Such a change could affect the ability of the Bank to grow and could restrict the amount of profits, if any, available for the payment of dividends to the stockholders.
The federal banking agencies assess a bank's interest rate risk (“IRR”) in their evaluations of a bank's capital adequacy. The standards for measuring the adequacy and effectiveness of a banking organization's interest rate risk management include a measurement of board of director and senior management oversight, and a determination of whether a banking organization's procedures for comprehensive risk management are appropriate to the circumstances of the specific banking organization. The Bank has internal IRR models that are used to measure and monitor IRR. On January 6, 2010, the federal financial regulatory agencies issued a joint advisory on interest rate risk management for the financial industry, and to the extent applicable, the Bank adheres to the guidelines therein.
Proposed New Capital Rules. On June 12, 2012, the federal bank regulatory agencies adopted notices of proposed rulemaking in which they proposed to revise their risk-based and leverage capital requirements consistent with agreements reached by the Basel Committee on Banking Supervision (BCBS) in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (“Basel III”). If adopted, the new requirements would introduce new Tier 1 common equity ratio requirements of 4.5% and 6.5%, net of regulatory deductions, for adequately capitalized and well-capitalized institutions, respectively, and would also establish more conservative standards for including an instrument in regulatory capital. The new requirements would also introduce a capital conservation buffer of an additional 2.5% of common equity to risk-weighted assets, raising the target minimum common equity ratio to 7%, the minimum Tier 1 capital ratio to 8.5%, and the minimum total capital ratio to 10.5%. An institution’s failure to achieve these minimum levels including the capital conservation buffer would restrict the institution’s ability to make capital distributions, including dividends, and to make certain discretionary bonus payments to executive officers. The regulatory agencies also reserve the right to require capital ratios for individual institutions that are higher than these minimums depending on the institution’s individual circumstances. The new requirements would also assign new risk weight categories for certain assets, most notably residential mortgage loans, high volatility commercial real estate loans, and past due assets. These new risk weightings may require banks and bank holding companies to maintain additional capital against assets in those categories and may introduce more volatility in their capital ratios.
If adopted in their proposed form, the requirements will be phased in over a multi-year period. The ultimate impact of the new capital and liquidity standards on the Bank’s operations is currently being reviewed and will depend on a number of factors, including the final rulemaking and implementation by the bank regulatory agencies. We cannot determine the ultimate effect that the final regulations, if enacted, would have upon the Bank’s earnings or financial position, although the requirements to maintain higher levels of capital or to maintain higher levels of liquid assets could adversely impact its financial results.
Limits on Dividends and Other Payments. The Company is a legal entity separate and distinct from the Bank. Virtually all of the Company’s revenue available for the payment of dividends on its common stock results from dividends paid to the Company by the Bank. Both federal and state laws impose restrictions on the ability of the Bank to pay dividends. Under Maryland law, Maryland state-chartered banks may pay dividends out of undivided profits or, with the prior approval of the Commissioner, from surplus in excess of 100% of required capital stock. If, however, the surplus of a Maryland bank is less than 100% of its required capital stock, cash dividends may not be paid in excess of 90% of the bank’s net earnings. In addition to these specific restrictions, the FDIC may prohibit proposed dividends by banks under its primary jurisdiction, such as the Bank, pursuant to the prompt corrective action rules or if the FDIC determines that such dividend would constitute an unsafe or unsound practice.
			
		
On February 13, 2009, the Company raised $9,201,000 through the sale to Treasury of the Series A Preferred Stock which qualifies as Tier 1 capital. The Series A Preferred Stock pays cumulative dividends at a rate of 5% per annum until February 15, 2014. Beginning February 16, 2014, the dividend rate will increase to 9% per annum. Dividends are payable quarterly. For as long as the Series A Preferred Stock is outstanding, no dividend can be paid on the common stock unless all dividends on the Series A Preferred Stock have been paid.
In May 2011, the Company notified Treasury that it would not make the dividend payment on the Series A Preferred Stock issued to Treasury under the TARP Capital Purchase Program due on May 15, 2011. Under the terms of the Series A Preferred Stock, dividend payments are cumulative and failure to pay dividends for six dividend periods would trigger board appointment rights for the holder of the TARP preferred stock. The Company has deferred seven quarterly dividend payments since February 15, 2011. As a result, as of December 31, 2012, the Company is $805,088 in arrears on dividend payments on the Series A Preferred Stock. The dividend has been accrued and reflected as a reduction in retained earnings.
The Dodd-Frank Act. On July 21, 2010, President Obama signed the Dodd-Frank Act into law. The Dodd-Frank Act will have a broad impact on the financial services industry, imposing significant regulatory and compliance changes, including the designation of certain financial companies as systemically significant, the imposition of increased capital, leverage, and liquidity requirements, and numerous other provisions designed to improve supervision and oversight of, and strengthen safety and soundness within, the financial services sector.
The following items provide a brief description of certain provisions of the Dodd-Frank Act.
						
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Source of strength. The Dodd-Frank Act codified the Federal Reserve Board’s “source of strength” doctrine, requiring that every bank holding company and savings and loan holding company must serve as a source of financial strength for each of its depository institution subsidiaries. The regulatory agencies must issue regulations that implement this requirement, including by requiring that all bank and savings and loan holding companies provide capital, liquidity and other support to their depository institution subsidiaries in times of financial stress. Under this requirement, the Company in the future could be required to provide financial assistance to the Bank should the Bank experience financial distress.
			
		
						
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Mortgage loan origination and risk retention. The Dodd-Frank Act contains additional regulatory requirements that may affect our operations and result in increased compliance costs. For example, the Dodd-Frank Act imposes new standards for mortgage loan originations on all lenders, including banks, in an effort to require steps to verify a borrower's ability to repay. In addition, the Dodd-Frank Act generally requires lenders or securitizers to retain an economic interest in the credit risk relating to loans the lender sells or mortgage and other asset-backed securities that the securitizer issues. The risk retention requirement generally will be 5%, but could be increased or decreased by regulation.
						
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Consumer Financial Protection Bureau (“CFPB”). The Dodd-Frank Act created a new independent CFPB within the Federal Reserve. The CFPB is tasked with establishing and implementing rules and regulations under certain federal consumer protection laws with respect to the conduct of providers of certain consumer financial products and services. The CFPB has rulemaking authority over many of the statutes governing products and services offered to bank consumers, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. For banking organizations with assets under $10 billion, like the Bank, the CFPB has exclusive rulemaking authority, but the FDIC, as the Bank's primary federal regulator, will continue to have examination and enforcement authority under federal consumer financial law. In addition, the Dodd-Frank Act permits states to adopt consumer protection laws and regulations that are stricter than those regulations promulgated by the CFPB. Compliance with any such new regulations would increase our cost of operations.
						
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Deposit insurance. The Dodd-Frank Act made permanent the general $250,000 deposit insurance limit for insured deposits and provided unlimited deposit insurance through December 31, 2012 for noninterest-bearing transaction accounts. As scheduled, the unlimited insurance coverage for noninterest-bearing transaction accounts expired on December 31, 2012. As discussed below, amendments to the Federal Deposit Insurance Act also broadened the assessment base against which an insured depository institution's deposit insurance premiums paid to the Deposit Insurance Fund will be calculated. Several of these provisions could increase the FDIC deposit insurance premiums paid by Carrollton Bank.
						
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Enhanced lending limits. The Dodd-Frank Act strengthened the existing limits on a depository institution's credit exposure to one borrower. Federal banking law limits a banking institution's ability to extend credit to one person (or group of related persons) in an amount exceeding certain thresholds. The Dodd-Frank Act expanded the scope of these restrictions to include credit exposure arising from derivative transactions, repurchase agreements, and securities lending and borrowing transactions.
			
		
						
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Corporate Governance. The Dodd-Frank Act addressed many investor protection, corporate governance and executive compensation matters that will affect most U.S. publicly traded companies, including the Company. The Dodd-Frank Act provides the SEC with authority to adopt proxy access rules that would allow stockholders of publicly traded companies to nominate candidates for election as a director and have those nominees included in a company’s proxy materials and directs the SEC and national securities exchanges to adopt rules that: (1) provide stockholders of U.S. publicly traded companies an advisory vote on executive compensation; (2) will enhance independence requirements for compensation committee members; and (3) will require companies listed on national securities exchanges to adopt incentive-based compensation clawback policies for executive officers.
Many of the requirements of the Dodd-Frank Act will be implemented over time and most will be subject to regulations implemented over the course of several years. Given the uncertainty associated with the manner in which the provisions of the Dodd-Frank Act will be implemented by the various regulatory agencies and through regulations, the full extent of the impact such requirements will have on our operations is unclear. The changes resulting from the Dodd-Frank Act may impact the profitability of our business activities, require changes to certain of our business practices, impose upon us more stringent capital, liquidity and leverage requirements or otherwise adversely affect our business. These changes may also require us to invest significant management attention and resources to evaluate and make any changes necessary to comply with new statutory and regulatory requirements. Failure to comply with the new requirements may negatively impact our results of operations and financial condition. While we cannot predict what effect any presently contemplated or future changes in the laws or regulations or their interpretations would have on us, these changes could be materially adverse to our investors.
Deposit Insurance. The Deposit Insurance Fund (“DIF”) of the FDIC insures deposits at FDIC insured financial institutions such as the Bank. The Bank’s deposit accounts are insured by the FDIC generally up to a maximum of $250,000 per separately insured depositor. FDIC-insured depository institutions are required to pay deposit insurance assessments to the FDIC. The amount of a particular institution’s deposit insurance assessment is based on that institution’s risk classification under an FDIC risk-based assessment system. An institution’s risk classification is assigned based on its capital levels and the level of supervisory concern the institution poses to the regulators. Deposit insurance assessments fund the DIF, which is currently under-funded.
The Dodd-Frank Act changed the way an insured depository institution’s deposit insurance premiums are calculated. The assessment base will no longer be the institution’s deposit base, but rather its average consolidated total assets less its average tangible equity. The legislation also permanently increased the maximum amount of deposit insurance for banks, savings institutions and credit unions to $250,000 per depositor and noninterest bearing transaction accounts have unlimited deposit insurance through December 31, 2012. The Dodd-Frank Act also made changes to the minimum designated reserve ratio of the DIF, increasing the minimum from 1.15% percent to 1.35% of the estimated amount of total insured deposits, eliminating the upper limit for the reserve ratio designated by the FDIC each year, and eliminating the requirement that the FDIC pay dividends to depository institutions when the reserve ratio exceeds certain thresholds.
As mandated by the Dodd-Frank Act, in February 2011, the FDIC adopted a final rule that redefines the assessment base for deposit insurance assessments as average consolidated total assets minus average tangible equity, rather than on deposit bases, and adopts a new assessment rate schedule, as well as alternative rate schedules that become effective when the reserve ratio reaches certain levels. The final rule also makes conforming changes to the unsecured debt and brokered deposit adjustments to assessment rates, eliminates the secured liability adjustment and creates a new assessment rate adjustment for unsecured debt held that is issued by another insured depository institution.
The new rate schedule and other revisions to the assessment rules became effective April 1, 2011 and were used beginning with our June 30, 2011 invoices for assessments due September 30, 2011. As revised by the final rule, the initial base assessment rates for depository institutions with total assets of less than $10 billion, such as the Bank, will range from five to nine basis points for Risk Category I institutions and are fourteen basis points for Risk Category II institutions, twenty-three basis points for Risk Category III institutions and thirty-five basis points for Risk Category IV institutions. Institutions with more than $10 billion in assets will have a scorecard with two components - a performance score and loss severity score, which is expected to result in those institutions paying more than institutions with less than $10 billion in assets, like the Bank, under the new assessment rate schedule.
			
		
In 2009, the FDIC adopted a final rule imposing a five basis point special assessment on each insured depository institution’s insurance assets minus Tier 1 capital (core capital) as of June 30, 2009, not to exceed ten basis points of the institution’s domestic deposits. This special assessment was collected on September 30, 2009. The FDIC also adopted a final rule requiring insured institutions to prepay quarterly risk-based assessments for the fourth quarter of 2009, and for all of 2010, 2011 and 2012. The pre-payment allowed the FDIC to strengthen the cash position of the DIF immediately without impacting earnings of the industry. The Bank paid $2.7 million in premiums during 2009, including a special assessment of $187,000 applicable to 2009 and a $2.1 million prepayment of premiums for the three-year period ending December 31, 2012 that will be recognized as expense over the three-year period.
In addition to DIF assessments, the FDIC assesses all insured deposits a special assessment to fund the repayment of debt obligations of the Financing Corporation (“FICO”). FICO is a government-sponsored entity that was formed to borrow the money necessary to carry out the closing and ultimate disposition of failed thrift institutions by the Resolution Trust Corporation in the 1990s. As of January 1, 2012, the annualized rate established by the FDIC for the FICO assessment was 0.66 basis points per $100 of insured deposits.
The FDIC may terminate the deposit insurance of any insured depository institution, including the Bank, if it determines after a hearing that the institution has engaged or is engaging in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations, or has violated any applicable law, regulation, order or any condition imposed by an agreement with the FDIC. It also may suspend deposit insurance temporarily during the hearing process for the permanent termination of insurance, if the institution has no tangible capital. If insurance of accounts is terminated, the accounts at the institution at the time of the termination, less subsequent withdrawals, shall continue to be insured for a period of six months to two years, as determined by the FDIC. Our management is not aware of any existing circumstances which would result in termination of our deposit insurance.
Maryland Regulatory Assessment. The Maryland Office of the Commissioner of Financial Regulation annually assesses state banking institutions to cover the expense of regulating banking institutions. The Bank’s asset size determines the amount of the assessment.
Liquidity. The Bank is subject to the reserve requirements imposed by the State of Maryland. A Maryland banking institution is required to have at all times a reserve equal to at least 15% of its demand deposits. The Bank is also subject to the uniform reserve requirements of Federal Reserve Regulation D, which applies to all depository institutions with transaction accounts or non-personal time deposits. Specifically, for 2012, amounts in transaction accounts above $11.5 million and up to $71.0 million were required to have reserves held against them in the ratio of three percent of the amount. Amounts above $71.0 million required reserves of $1,785,000 plus 10 percent of the amount in excess of $71.0 million. For 2013, amounts in transaction accounts above $12.4 million and up to $79.5 million must have reserves held against them in the ratio of three percent of the amount. Amounts above $79.5 million require reserves of $2,013,000 plus 10 percent of the amount in excess of $79.5 million. The Maryland reserve requirements may be used to satisfy the requirements of Regulation D. The Bank is in compliance with its reserve requirements.
Loans-to-One-Borrower Limitation. With certain limited exceptions, a Maryland banking institution may lend to a single or related group of borrowers an amount equal to 15% of its unimpaired capital and surplus. An additional amount may be lent, equal to 10% of unimpaired capital and surplus, if such loan is secured by readily marketable collateral, which is defined to include certain securities and bullion, but generally does not include real estate. The Bank is in compliance with the loans-to-one borrower limitations.
Transactions with Related Parties. Transactions between banks and their related parties or affiliates are limited by Sections 23A and 23B of the Federal Reserve Act. An affiliate of a bank is generally any company or entity that controls, is controlled by or is under common control with the bank. In a holding company context, the parent bank holding company and any companies which are controlled by such parent holding company are affiliates of the bank. Generally, Sections 23A of the Federal Reserve Act and the Federal Reserve Board’s Regulation W limit the extent to which the bank or its subsidiaries may engage in “covered transactions” with any one affiliate to an amount equal to 10.0% of such institution’s capital stock and surplus, and contain an aggregate limit on all such transactions with all affiliates to an amount equal to 20.0% of such institution’s capital stock and surplus. The term “covered transaction” includes the making of loans, purchase of assets, issuance of guarantees and other similar transactions. In addition, loans or other extensions of credit by the bank to an affiliate are required to be collateralized in accordance with regulatory requirements and the bank’s transactions with affiliates must be consistent with safe and sound banking practices and may not involve the purchase by the bank of any low-quality asset. Section 23B applies to covered transactions as well as certain other transactions and requires that all such transactions be on terms substantially the same, or at least as favorable, to the institution or subsidiary as those provided to non-affiliates.
			
		
Anti-Money Laundering and OFAC. Under federal law, financial institutions must maintain anti-money laundering programs that include established internal policies, procedures and controls, a designated compliance officer, an ongoing employee training program, and testing of the program by an independent audit function. Financial institutions are also prohibited from entering into specified financial transactions and account relationships and must meet enhanced standards for due diligence and customer identification in their dealings with foreign financial institutions and foreign customers. Financial institutions must take reasonable steps to conduct enhanced scrutiny of account relationships to guard against money laundering and to report any suspicious transactions, and law enforcement authorities have been granted increased access to financial information maintained by financial institutions. Bank regulators routinely examine institutions for compliance with these obligations, and they must consider an institution’s compliance in connection with the regulatory review of applications, including applications for banking mergers and acquisitions. The regulatory authorities have imposed “cease and desist” orders and civil money penalty sanctions against institutions found to be violating these obligations.
The Office of Foreign Assets Control, or OFAC, is responsible for helping to insure that U.S. entities do not engage in transactions with certain prohibited parties, as defined by various Executive Orders and Acts of Congress. OFAC sends bank regulatory agencies lists of persons and organizations suspected of aiding, harboring or engaging in terrorist acts, known as Specially Designated Nationals and Blocked Persons. If Company or the Bank finds a name on any transaction, account or wire transfer that is on an OFAC list, they must freeze such account, file a suspicious activity report and notify the appropriate authorities.
The PATRIOT Act. The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (the “PATRIOT Act”) requires financial institutions to develop a customer identification plan that includes procedures to:
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Collect identifying information about customers opening a deposit or loan account
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Verify customer identity
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Maintain records of the information used to verify the customer's identity
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Determine whether the customer appears on any list of suspected terrorists or terrorist organizations
Under the provisions of the PATRIOT Act, the Bank is also required from time to time to search its customer data base for the names of known or suspected terrorists as provided by the government. Due to the extensive regulation of the commercial banking business in the United States, the Company is particularly susceptible to changes in federal and state legislation and regulations.
Consumer Protection Laws. The Bank is subject to a number of federal and state laws designed to protect borrowers and promote lending to various sectors of the economy. These laws include the Equal Credit Opportunity Act, the Fair Credit Reporting Act, the Fair and Accurate Credit Transactions Act, the Truth in Lending Act, the Home Mortgage Disclosure Act, and the Real Estate Settlement Procedures Act, and various state law counterparts.
In addition, federal law currently contains extensive customer privacy protection provisions. Under these provisions, a financial institution must provide to its customers, at the inception of the customer relationship and annually thereafter, the institution’s policies and procedures regarding the handling of customers’ nonpublic personal financial information. These provisions also provide that, except for certain limited exceptions, a financial institution may not provide such personal information to unaffiliated third parties unless the institution discloses to the customer that such information may be so provided and the customer is given the opportunity to opt out of such disclosure. Further under the “Interagency Guidelines Establishing Information Security Standards,” banks must implement a comprehensive information security program that includes administrative, technical, and physical safeguards to ensure the security and confidentiality of customer information. Federal law makes it a criminal offense, except in limited circumstances, to obtain or attempt to obtain customer information of a financial nature by fraudulent or deceptive means.
Emergency Economic Stabilization Act of 2008. In response to unprecedented market turmoil, the Emergency Economic Stabilization Act of 2008 (“EESA”) was enacted on October 3, 2008. EESA authorized the Secretary of Treasury to purchase or guarantee up to $700 billion in troubled assets from financial institutions under TARP. Pursuant to authority granted under EESA, the Secretary of Treasury created the TARP Capital Purchase Program under which the Treasury could invest up to $250 billion in senior preferred stock of U.S. banks and savings associations or their holding companies. Qualifying financial institutions issued senior preferred stock with a value equal to not less than 1% of risk-weighted assets and not more than the lesser of $25 billion or 3% of risk-weighted assets. The TARP Capital Purchase Program was amended by the American Recovery and Reinvestment
			
		
Act of 2009 (“ARRA”) to allow the senior preferred stock to be redeemed within three years without a qualifying equity offering, subject to the approval of the issuer's primary federal regulator. After the three years, the senior preferred may be redeemed at any time in whole or in part by the financial institution. Until the third anniversary of the issuance of the senior preferred, Treasury's consent is required for an increase in the dividends on our common stock or for any stock repurchases unless the senior preferred has been redeemed in its entirety or the Treasury has transferred the senior preferred to third parties. Also, no dividends may be paid while dividends on the senior preferred are in arrears. The senior preferred does not have voting rights other than the right to vote as a class on the issuance of any preferred stock ranking senior to the senior preferred, any change in the terms of the senior preferred, or any merger, exchange, or similar transaction that would adversely affects its rights. The senior preferred also has the right to elect two directors if dividends have not been paid for six periods. There are no restrictions on transferability under the terms of the senior preferred. The issuing institution must grant the Treasury piggyback registration rights. Prior to issuance of the senior preferred, the issuing financial institution and its senior executive officers (which include the company's chief executive officer, chief financial officer, and the next three highest-paid executive officers whose total compensation exceeds $100,000) were required to modify or terminate all benefit plans and arrangements that did not comply with EESA. Senior executives were also required to wave any claims against the Treasury. No dividends may be paid on common stock unless all required dividends have been paid on the senior preferred stock.
EESA also provided for certain standards for executive compensation and corporate governance, including a prohibition against incentives to take unnecessary and excessive risks, recovery of bonuses paid to senior executives based on materially inaccurate earnings or other statements, and a prohibition against agreements for the payment of golden parachutes. Additional standards with respect to executive compensation and corporate governance for institutions that have participated in the TARP were enacted as part of the ARRA, described below.
American Recovery and Reinvestment Act of 2009. ARRA, which was enacted on February 17, 2009, includes a wide variety of programs intended to stimulate the economy and provide for extensive infrastructure, energy, health, and education needs. In addition, ARRA imposed certain new executive compensation and corporate governance obligations on all TARP recipients for such period as any obligation arising from financial assistance remains outstanding. TARP recipients are now permitted to redeem the preferred stock without regard to the three-year holding period and without the need to raise new capital through a qualified equity offering, subject to approval of its primary federal regulator. The executive compensation restrictions under ARRA (described below) are more stringent than those initially enacted by EESA.
The ARRA amended Section 111 of the EESA to require the Secretary of Treasury to adopt additional standards with respect to executive compensation and corporate governance for TARP recipients. These standards, as adopted by the Secretary of Treasury include, in part: (i) prohibitions on making any termination (“golden parachute”) payments to senior executive officers and the next five most highly-compensated employees during such time as any obligation arising from financial assistance provided under the TARP remains outstanding (the “Restricted Period”), (ii) prohibitions on paying or accruing bonuses or other incentive awards for certain senior executive officers and employees (in our case, only our highest paid executive officer, which is our President and Chief Executive Officer, except for awards of long-term restricted stock with a value equal to no greater than 1/3 of the subject employee's annual compensation that do not fully vest during the Restricted Period or unless such compensation is pursuant to a valid written employment contract prior to February 11, 2009; and (iii) requirements that TARP Capital Purchase Program participants provide for the recovery of any bonus or incentive compensation paid to senior executive officers and the next 20 most highly-compensated employees based on materially inaccurate financial statements or any other materially inaccurate performance metric criteria.
The ARRA and standards adopted by the Secretary of Treasury thereunder also set forth additional corporate governance obligations for TARP recipients. These include: (i) semi-annual meetings of the compensation committee of the board of directors to discuss and evaluate employee compensation plans in light of an assessment of any risk posed from such compensation plans; (ii) annual compensation committee certifications provided to Treasury and the institution's primary regulator that certify this assessment has taken place and that contain certain narrative disclosure to the effect that the institution's compensation plans do not encourage unnecessary risks; (iii) adoption of company-wide policies regarding excessive or luxury expenditures; and (iv) a requirement that the issuer's chief executive officer and chief financial officer provide written certifications to Treasury and the TARP recipient’s primary regulator with respect to compliance.
Governmental Monetary Policies and Economic Controls. The Company is affected by monetary policies of regulatory agencies, including the Federal Reserve Board, which regulates the national money supply in order to mitigate recessionary and inflationary pressures. Among the techniques available to the Federal Reserve Board are: engaging in open market transactions in U.S. Government securities, changing the discount rate on bank borrowings,
			
		
changing reserve requirements against bank deposits, prohibiting the payment of interest on demand deposits, and imposing conditions on time and savings deposits. These techniques are used in varying combinations to influence the overall growth of bank loans, investments and deposits. Their use may also affect interest rates charged on loans or paid on deposits. The effect of governmental policies on the earnings of the Company cannot be predicted. However, the Company's earnings will be impacted by movement in interest rates, as discussed in Part II Item 7A, “Quantitative and Qualitative Disclosure About Market Risk.”
Bank Holding Company Regulation. As a bank holding company, the Company is subject to regulation and examination by the Maryland Office of the Commissioner of Financial Regulation and the Federal Reserve Board. The Company is required to file with the Federal Reserve Board an annual report and such additional information as the Federal Reserve Board may require pursuant to the Bank Holding Company Act of 1956, as amended (the “BHC Act”). Among other things, the BHC Act requires regulatory filings by a stockholder or other party that seeks to acquire direct or indirect “control” of an FDIC-insured depository institution. The determination whether an investor “controls” a depository institution is based on all of the facts and circumstances surrounding the investment. As a general matter, a party is deemed to control a depository institution or other company if the party owns or controls 25% or more of any class of voting stock. Subject to rebuttal, a party may be presumed to control a depository institution or other company if the investor owns or controls 10% or more of any class of voting stock. Ownership by affiliated parties, or parties acting in concert, is typically aggregated for these purposes. If an investor’s ownership of the Company were to exceed certain thresholds, the investor could be deemed to “control” the Company for regulatory purposes. This could subject the investor to regulatory filings or other regulatory consequences.
Pursuant to provisions of the BHC Act and regulations promulgated by the Federal Reserve Board thereunder, The Company may only engage in or own companies that engage in activities deemed by the Federal Reserve Board to be so closely related to the business of banking or managing or controlling banks as to be a proper incident thereto, and the Company must obtain permission from the Federal Reserve Board prior to engaging in most new business activities. In addition, bank holding companies like the Company must be well capitalized and well managed in order to engage in the expanded financial activities permissible only for a financial holding company.
Federal banking regulators have adopted risk-based capital guidelines for bank holding companies. Currently, the required minimum ratio of total capital to risk-weighted assets (including off-balance sheet activities, such as standby letters of credit) is 8%. At least half of the total capital is required to be Tier 1 capital, consisting principally of common stockholders’ equity, non-cumulative perpetual preferred stock, and minority interests in the equity accounts of consolidated subsidiaries, less goodwill and other intangibles subject to certain exceptions. The remainder (Tier 2 capital) may consist of a limited amount of subordinated debt and intermediate-term preferred stock, certain hybrid capital instruments and other debt securities, perpetual preferred stock and a limited amount of the general loan loss allowance. In addition to the risk-based capital guidelines, the federal banking regulators have established minimum leverage ratio (Tier 1 capital to total assets) guidelines for bank holding companies. These guidelines provide for a minimum leverage ratio of 3% for those bank holding companies which have the highest regulatory examination ratings and are not contemplating or experiencing significant growth or expansion. All other bank holding companies are required to maintain a leverage ratio of at least 4%.
The above risk-based and leverage ratio guidelines apply on a consolidated basis to any bank holding company with consolidated assets of $500 million or more. These guidelines also apply on a consolidated basis to any bank holding company with consolidated assets of less than $500 million if such holding company (i) is engaged in significant nonbanking activities either directly or through a nonbank subsidiary; (ii) conducts significant off-balance sheet activities or (iii) has a material amount of debt or equity securities outstanding (other than trust preferred securities) that are registered with the SEC. As of December 31, 2012, The Company had consolidated assets of less than $500 million and did not satisfy the nonbanking, off-balance sheet, or debt requirements that would make it subject to the risk-based or leverage ratio requirements discussed above. However, under the Company must continue to serve as a source of strength for the Bank.
The Federal Reserve Board has issued a policy statement regarding the payment of dividends by bank holding companies. In general, the Federal Reserve Board’s policies provide that dividends should be paid only from current earnings and only if the prospective rate of earnings retention by the bank holding company appears consistent with the organization’s capital needs, asset quality, and overall financial condition. The Federal Reserve Board’s policies also require that a bank holding company serve as a source of financial strength to its subsidiary banks by standing ready to use available resources to provide adequate capital funds to those banks during periods of financial stress or adversity and by maintaining the financial flexibility and capital-raising capacity to obtain additional resources for assisting its subsidiary banks where necessary. Under the prompt corrective action laws, the ability of a bank holding company to pay dividends may be restricted if a subsidiary bank becomes undercapitalized. These
			
		
regulatory policies could affect the ability of the Company to pay dividends or otherwise engage in capital distributions.
Item 1A.
Item 1A. Risk Factors
The risks and uncertainties described below are not the only ones that we face. Additional risks and uncertainties that we are unaware of, or that we currently deem immaterial, also may become important factors that affect us and our business. If any of these risks were to occur, our business, financial condition, or results of operations could be materially and adversely affected. Also, consider the other information in this Annual Report on Form 10-K, as well as the documents incorporated by reference.
Risks Related to the Merger
Combining Carrollton Bancorp and Jefferson may be more difficult, costly or time-consuming than expected, or could result in the loss of customers, and we may fail to realize all of the anticipated benefits of the Merger.
The success of the Merger will depend, in part, on Carrollton Bancorp’s ability to realize the anticipated benefits and cost savings from combining the businesses of Carrollton Bancorp and Jefferson. To realize these anticipated benefits and cost savings, however, Carrollton Bancorp must successfully combine the businesses of Carrollton Bancorp and Jefferson. If we are unable to achieve these objectives, the anticipated benefits and cost savings of the Merger may not be realized fully or at all or may take longer to realize than expected.
Carrollton Bancorp and Jefferson have operated, and, until the completion of the Merger, will continue to operate, independently. Several of our loan officers and other employees have left the Company in connection with the Merger, and it is possible we may lose additional key employees either before or after the Merger is effective, and we may not be able to find acceptable replacements for these employees. It is possible that the integration process could also result in the disruption of ongoing business or inconsistencies in standards, controls, procedures and policies that adversely affect our ability post-Merger to maintain relationships with clients, customers, depositors and employees or to achieve the anticipated benefits or cost-savings of the Merger. Integration efforts between the two companies will also divert management attention and resources. These integration matters could have an adverse effect on each company during the pre-merger transition period and on Carrollton Bancorp, for an undetermined period after the completion of the Merger. As with any merger involving banking institutions, there also may be disruptions that cause us to lose customers or cause customers to withdraw their deposits. There can be no assurance that customers will readily accept changes to their banking arrangements after the completion of the Merger.
The proposed Merger is subject to the receipt of consents and approvals from government entities that may not be received, may be materially delayed or that may impose conditions that could have an adverse effect on us post-Merger.
Before the merger may be completed, various approvals or consents must be obtained from the Federal Reserve Board, the OCC and other authorities. These governmental entities, including the Federal Reserve Board or the OCC, may not permit the Merger, may materially delay the Merger, may impose restrictive conditions on the completion of the Merger or may require changes to the terms of the Merger. Although we currently expect that the required consents and approvals will be received and that no such conditions or changes will be imposed, there can be no assurance in that regard. Any such conditions or changes could have the effect of delaying completion of the Merger or imposing additional costs on or limiting our revenues post-Merger, any of which might have a material adverse effect on its financial condition.
The market price of the post-Merger Carrollton Common Stock may be lower or higher than its current price or lower than the $6.20 cash election price.
Changes in the market price of Carrollton Common Stock may result from a variety of factors, including general market and economic conditions, changes in our business, operations and prospects, reputation and regulatory considerations. Many of these factors will be beyond our control. There can be no assurance that the market price of the Carrollton Common Stock post-Merger will not be lower than the current market price of Carrollton Common Stock or the $6.20 cash election price in the Merger. Likewise, the market price of the Carrollton Common Stock post-Merger may be higher than the cash election price.
			
		
Completion of the Merger will result in a “change of control” of Carrollton Bancorp, and our current stockholders will have less influence on the management and policies of Carrollton Bancorp post-Merger than they had before the Merger.
After the Merger is complete, assuming 50% of the shares of Carrollton Common Stock are exchanged for cash in the Merger, we anticipate that approximately 14% of the Carrollton Common Stock post-Merger will be held by stockholders of Carrollton Bancorp and approximately 86% by shareholders of Jefferson. In addition, the board of directors of Carrollton Bancorp after the Merger will include three current directors of Carrollton Bancorp and six directors designated by Jefferson (on an initial board of nine directors). Thus, the Merger will be considered to effect a “change of control” of Carrollton Bancorp. Consequently, our current stockholders will have less influence on our management and policies after the Merger than they now have on our management and policies.
Stockholders may not receive Merger consideration in the proportion of cash or both stock and cash they elect.
Our stockholders may elect to retain their shares of Carrollton Common Stock or to receive $6.20 in cash per share, subject to proration in the event the aggregate cash elections exceed 50% of the total number of shares of Carrollton Common Stock outstanding immediately prior to the effective time of the Merger. If, for instance, all of our stockholders elect to receive cash for all of their shares of Carrollton Common Stock, each stockholder would receive cash for only one-half such stockholder’s shares and would retain the other one-half of their shares, notwithstanding the cash elections made.
If the Merger is not completed, Carrollton Bancorp will have incurred substantial expenses without realizing the expected benefits or cost-savings of the Merger.
We have incurred substantial expenses in connection with the Merger. The completion of the Merger depends on the satisfaction of certain closing conditions including the approval of state and federal regulatory authorities. We cannot guarantee that these conditions will be met. If the Merger is not completed, these expenses could have a material adverse impact on our financial condition of because we would not have realized the expected benefits or cost-savings of the Merger.
Failure to complete the Merger could negatively impact our stock prices and future businesses and financial results.
If the Merger is not completed, our ongoing business may be adversely affected and we will be subject to several risks, including the following:
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We may be required, under certain circumstances, to pay Jefferson a termination fee of $750,000 under the Merger Agreement;
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We will be required to pay certain costs relating to the Merger, whether or not the Merger is completed, such as legal, accounting, financial advisor and printing fees;
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Under the Merger Agreement, we are subject to certain restrictions on the conduct of our business prior to completing the Merger, which may adversely affect our ability to execute certain of our business strategies; and
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Matters relating to the Merger may require substantial commitments of time and resources by our management that could otherwise have been devoted to other opportunities that may have been beneficial to Carrollton Bancorp as an independent company.
In addition, if the Merger is not completed, we may experience negative reactions from the financial markets and from our customers and employees. We also could be subject to litigation related to any failure to complete the Merger or to enforcement proceedings commenced against Carrollton Bancorp to perform its obligations under the Merger Agreement. If the merger is not completed, we cannot assure our stockholders that the risks described above will not materialize and will not materially affect our business, financial results and stock price.
Carrollton Bancorp or Jefferson may choose not to proceed with the Merger if it is not completed by a certain date.
Pursuant to a second amendment to the Merger Agreement, either Carrollton Bancorp or Jefferson may terminate the Merger Agreement if Federal Reserve Board approval for the Merger has not been received by March 15, 2013 or, if received, if the Merger has not been completed by April 19, 2013. Prior to this most recent amendment, either party could have terminated the Merger Agreement if the Merger was not completed by February 28, 2013. There can be no assurance that all conditions to the Merger will have been satisfied by the required date, or that Carrollton
			
		
Bancorp and Jefferson will agree to amend the Merger Agreement again to set new dates if the conditions are not satisfied by the current deadlines.
Business Risks Factors
Difficult economic and market conditions have adversely affected, and may continue to adversely affect, us and our industry.
Although there were some indications of improvement during the last three years, the economic downturn that began with the recession that started in December 2007 continued during 2012. Business activity across a wide range of industries and regions is greatly reduced and local governments and many businesses continue to face extremely difficult operating conditions due to the lack of consumer spending and the lack of liquidity in the credit markets. Unemployment has remained at an elevated level which will continue to hamper economic growth.
Since mid-2007, the financial services industry and the securities markets generally were materially and adversely affected by significant declines in the values of nearly all asset classes and by a serious lack of liquidity. This was initially triggered by declines in home prices and the values of subprime mortgages, but spread to all mortgage and real estate asset classes, to leveraged bank loans and to nearly all asset classes, including equities. The global markets have been characterized by substantially increased volatility and short-selling and an overall loss of investor confidence, initially in financial institutions, but more recently in companies in a number of other industries and in the broader markets.
Market conditions have also led to the failure or merger of a number of financial institutions. Financial institution failures or near-failures have resulted in further losses as a consequence of defaults on securities issued by them and defaults under contracts entered into with such entities as counterparties. Furthermore, declining asset values, defaults on mortgages and consumer loans, and the lack of market and investor confidence, as well as other factors, have all combined to increase credit default swap spreads, to cause rating agencies to lower credit ratings, and to otherwise increase the cost and decrease the availability of liquidity, despite very significant declines in Federal Reserve Board borrowing rates and other government actions. Some banks and other lenders have suffered significant losses and have become reluctant to lend, even on a secured basis, due to the increased risk of default and the impact of declining asset values on the value of collateral. The foregoing has significantly weakened the strength and liquidity of some financial institutions worldwide. Starting in 2008 the U.S. government, the Federal Reserve Board and other regulators have taken numerous steps to increase liquidity and to restore investor confidence, including investing in the equity of other banking organizations, but asset values have continued to decline and access to credit continues to be very limited.
The Company’s financial performance generally, and in particular the ability of borrowers to pay interest on and repay principal of outstanding loans and the value of collateral securing those loans, is highly dependent upon the business environment in the markets where the Company operates, in the State of Maryland and, in particular, the Baltimore metropolitan region. A favorable business environment is generally characterized by, among other factors, economic growth, declining unemployment, efficient capital markets, low inflation, high business and investor confidence, and strong business earnings. Unfavorable or uncertain economic and market conditions can be caused by: declines in economic growth, business activity or investor or business confidence; rising unemployment, limitations on the availability or increases in the cost of credit and capital, increases in inflation or interest rates, natural disasters, or a combination of these or other factors. Recent economic uncertainly that may negatively impacting business activity include concerns regarding U.S. debt levels and related governmental actions, including potential tax increases and cuts in government spending such as those imposed by the recent “sequester,” and continuing economic problems in Europe including concerns over debt levels.
Overall, since 2009, the business environment has been adverse for many households and businesses in the United States and worldwide, which negatively impacted our ability to make loans, our borrowers’ ability to remain current in accordance with the terms of their loans, and our overall results of operations and financial condition. The business environment in Maryland and the markets in which we operate has been less adverse than in the United States generally but continues to be less than stable. While the recession has officially ended and there have been some indications of improvement in the economy, it remains unclear when conditions will improve to the extent that will impact our borrowers’ ability to repay their loans and demand for loans overall. We expect that the business environment in the State of Maryland, the United States and worldwide will continue to be challenging for the foreseeable future. Similarly, while there have been some limited pockets of price stability or even appreciation in our market area, overall real estate values are continuing to decline. Continued declines in real estate values and home sales volumes, and financial stress on borrowers as a result of the uncertain economic environment, would have an adverse effect on our borrowers or their customers, which could adversely affect our financial condition and
			
		
results of operations. There can be no assurance that these conditions will improve in the near term. Such conditions could continue to adversely affect the credit quality of our loans, results of operations, and financial condition, and worsening conditions would have an even more dramatic impact.
Because we serve a limited market area in Maryland, unfavorable economic conditions in our market area could more adversely affect us than it affects our larger competitors who are more geographically diverse.
Our success depends primarily on the general economic conditions of the State of Maryland and the specific local markets in which the Company operates. Unlike larger national or other regional banks that are more geographically diversified, we provide banking and financial services to customers in the Baltimore metropolitan area. The local economic conditions in these areas have a significant impact on the demand for our products and services, as well as the ability of our customers to repay loans, the value of the collateral securing loans, and the stability of our deposit funding sources. Although economic conditions in the State of Maryland have experienced less decline than in the United States generally, these conditions have declined during the past few years and are not expected to improve significantly in the near future. A continued decline in general economic conditions, whether caused by another recession, inflation, unemployment, changes in securities markets, acts of terrorism, outbreak of hostilities or other international or domestic occurrences or other factors could impact local economic conditions and, in turn, have a material adverse effect on our business, financial condition, and results of operations, and may more severely affect our business and financial condition than it affects our larger bank competitors. Further, unexpected changes in the national and local economy may adversely affect our ability to attract deposits and to make loans. Such risks are beyond our control and may have a material adverse effect on our financial condition and results of operations and, in turn, the value of our securities.
We may raise additional capital in the future, but that capital may not be available when it is needed and could be dilutive to existing stockholders.
We are required by our regulators to maintain adequate levels of capital to support our operations. The Company and its wholly owned subsidiary, Carrollton Bank, exceeded the minimum regulatory capital levels as of December 31, 2012. Based on the levels of capital, the Company and the Bank were classified as “well capitalized.” However, if the Merger is not consummated we expect that we will be required to raise additional capital in the future to redeem the preferred stock issued to Treasury under the TARP Capital Purchase Plan and to support balance sheet growth. We may also choose to raise additional capital for strategic, regulatory or other reasons, particularly if adverse market conditions continue or the merger is not completed.
Current conditions in the capital markets are such that traditional sources of capital may not be available to us when needed or may be available only on unfavorable terms. Our ability to raise additional capital, if needed, will depend on conditions in the capital markets, economic conditions and a number of other factors, many of which are outside our control, and on our financial performance. Accordingly, we cannot assure you that we will be able to successfully raise additional capital at all or on terms that are acceptable to us. If we cannot raise additional capital when needed, it may have a material adverse effect on our liquidity, financial condition, results of operations and prospects. Further, if we raise capital by issuing stock, the holdings of our existing stockholders will be diluted.
Our allowance for loan losses may not be adequate to cover our actual loan losses, which could adversely affect our earnings.
If our customers default on the repayment of their loans, our profitability could be adversely affected. A borrower’s default on its obligations under one or more of our loans may result in lost principal and interest income and increased operating expenses as a result of the allocation of management time and resources to the collection and work-out of the loans. If collection efforts are unsuccessful or acceptable workout arrangements cannot be reached, we may have to write off the loans in whole or in part. Although we may acquire any real estate or other assets that secure the defaulted loans through foreclosure or other similar remedies, the amount owed under the defaulted loans may exceed the value of the assets acquired.
We maintain an allowance for loan losses that we believe is adequate for absorbing any potential losses in our loan portfolio. Our management periodically makes a determination of our allowance for loan losses based on available information, including the quality of our loan portfolio, economic conditions, concentrations of credit risk, the value of the underlying collateral, and the level of our non-accruing loans. If our assumptions in making this determination prove to be incorrect, our allowance may not be sufficient to cover losses inherent in our loan portfolio and future additions to the allowance may be necessary which will result in an expense for the period. If, as a result of general economic conditions or an increase in nonperforming loans, management determines that an increase in our allowance for loan losses is necessary, we may incur additional expenses.
			
		
While we believe that the allowance for loan losses is adequate to absorb probable losses in our loan portfolio, we would be unable to predict loan losses with certainty even under normal economic conditions. Even with the improved economic stability as of late, the unprecedented volatility experienced in the financial and capital markets during the last few years makes what is already a complex and difficult determination even more so, as the types of processes and information we have traditionally relied upon may no longer be accurate. As a result, we cannot be sure that charge-offs will not exceed the allowance for loan losses in future periods.
In addition, as an integral part of their examination process, bank regulatory agencies periodically review our allowance for loan losses and the value we attribute to real estate acquired through foreclosure or other similar remedies. These regulatory agencies may require us to adjust our determination of the value for these items based on their judgment. Any increase in our allowance for loan losses could negatively impact our results of operations or financial condition.
Events affecting properties acquired through foreclosure could affect earnings.
In the course of our business, we may acquire, through foreclosure, properties securing loans that are in default. Particularly in commercial real estate lending, there is a risk that hazardous substances could be discovered on these properties. In this event, we might be required to remove these substances from the affected properties at our sole cost and expense. The cost of this removal could substantially exceed the value of the affected properties. We may not have adequate remedies against the prior owners or other responsible parties and could find it difficult or impossible to sell the affected properties. The occurrence of one or more of these events could adversely affect our financial condition or operating results.
Our lending strategy involves risks resulting from the choice of loan portfolio.
Our loan strategy emphasizes commercial business loans and commercial real estate loans. At December 31, 2012, such loans accounted for approximately 67.9% of our loan portfolio. Commercial business and commercial real estate loans are considered to have a higher degree of credit risk than residential mortgage loans because the repayment of such loans typically depends on the income stream, and thus successful operation of, the borrower’s business and, in the case of commercial real estate loans, the real estate securing the loan as collateral, which can be significantly affected by economic conditions. In addition, such loans typically involve larger loan balances to a single borrower or related borrowers than residential mortgage loans. Accordingly, an adverse development with respect to one loan or one credit relationship can expose us to greater risk of loss compared to an adverse development with respect to a single one-to four-family residential mortgage loan.
Commercial real estate loans also involve greater risk because they generally are not fully amortizing over the loan period, but have a balloon payment due at maturity. A borrower’s ability to make a balloon payment typically will depend on being able to either refinance the loan or timely sell the underlying property. In addition, the property securing these loans is often subject to greater volatility than the property securing residential mortgage loans.
In addition, with respect to commercial business loans, the collateral securing these loans, often assets of the business, may depreciate over time, be difficult to appraise and liquidate, or fluctuate in value based on the success of the business. Because commercial real estate, commercial business and construction loans are vulnerable to downturns in the business cycle, further economic weakness could cause more of those loans to become nonperforming. The underwriting, review and monitoring performed by our officers and directors cannot eliminate all of the risks related to these loans.
In addition, we have a high concentration of construction and real estate loans, both commercial and residential. Such loans constitute 86.5% of our loan portfolio at December 31, 2012. We secure many of our loans with real estate (both residential and commercial) in the Maryland suburbs of Baltimore. While we believe our credit underwriting adequately considers the underlying collateral in the evaluation process, further weakness in the real estate market could adversely affect our customers, which in turn could adversely impact us.
We have decreased the number of land development and construction loans we originate and expect to maintain this lower level of originations based on current market conditions. Such loans accounted for approximately 5.4% of our loan portfolio as of December 31, 2012. Real estate construction, land acquisition and development loans are based upon estimates of costs and values associated with the completed project. These estimates may be inaccurate, and we may be exposed to significant losses on loans for these projects. Such loans involve additional risks because funds are advanced upon the security of the project, which is of uncertain value prior to its completion, and costs
			
		
may exceed realizable values in declining real estate markets. Because of the uncertainties inherent in estimating construction costs and the realizable market value of the completed project and the effects of governmental regulation of real property, it is relatively difficult to evaluate accurately the total funds required to complete a project and the related loan-to-value ratio. As a result, construction loans often involve the disbursement of substantial funds with repayment dependent, in part, on the success of the ultimate project and the ability of the borrower to sell or lease the property, rather than the ability of the borrower or guarantor to repay principal and interest. If our appraisal of the value of the completed project proves to be overstated or market values or rental rates decline, we may have inadequate security for the repayment of the loan upon completion of construction of the project. If we are forced to foreclose on a project prior to or at completion due to a default, there can be no assurance that we will be able to recover all of the unpaid balance of, and accrued interest on, the loan as well as related foreclosure and holding costs. In addition, we may be required to fund additional amounts to complete the project and may have to hold the property for an unspecified period of time while we attempt to dispose of it.
If we are unable to continue to originate residential real estate loans and sell them into the secondary market for a profit, our earnings could decrease.
We sell a majority of the residential mortgage loans we originate on the secondary market and derive a significant portion of our noninterest income from the origination of residential real estate loans and the subsequent sale of such loans into the secondary market. If we are unable to continue to originate and sell residential real estate loans at historical or greater levels, our residential real estate loan volume would decrease, which could decrease our earnings. A rising interest rate environment, general economic conditions or other factors beyond our control could adversely affect our ability to originate residential real estate loans. We also are experiencing an increase in regulations and compliance requirements related to mortgage loan originations necessitating technology upgrades and other changes. If new regulations continue to increase and we are unable to make technology upgrades, our ability to originate mortgage loans will be reduced or eliminated. Additionally, we sell a large portion of our residential real estate loans to third party investors, and rising interest rates could negatively affect our ability to generate suitable profits on the sale of such loans. If interest rates increase after we originate the loans, our ability to market those loans is impaired as the profitability on the loans decreases. These fluctuations can have an adverse effect on the revenue we generate from residential real estate loans and in certain instances, could result in a loss on the sale of the loans.
We have faced and may continue to face increasing pressure from historical purchasers of our residential mortgage loans to repurchase those loans or reimburse purchasers for losses related to those loans.
For the mortgage loans we sell in the secondary market, the mortgage loan sales contracts contain indemnification clauses should the loans default, generally in the first 60 to 90 days, or if documentation is determined not to be in compliance with regulations. In response to the recent financial crisis and ongoing economic uncertainty, purchasers of residential mortgage loans, such as government sponsored entities, have been increasing their efforts to seek to require sellers of residential mortgage loans to either repurchase loans previously sold or reimburse purchasers for losses related to loans previously sold when losses are incurred on a loan previously sold due to actual or alleged failure to strictly conform to the purchaser’s purchase criteria. As a result, we have faced, and are likely to continue to face, increasing pressure from historical purchasers of our residential mortgage loans to repurchase those loans or reimburse purchasers for losses related to those loans and we may face increasing expenses to defend against such claims. While our historic losses as a result of these indemnities have been insignificant, if we are required in the future to repurchase loans previously sold, reimburse purchasers for losses related to loans previously sold, or if we incur increasing expenses to defend against such claims, this could have an adverse effect on the profitability of our mortgage loan activities and negatively impact our net income.
Changes in interest rates and other factors beyond our control may adversely affect our earnings and financial condition.
Our main source of income from operations is net interest income, which is the difference between the interest income received on loans, investment securities and other interest-earning assets and the interest expense incurred in connection with deposits, borrowings and other interest-bearing liabilities. As a result, our net interest income can be affected by changes in market interest rates. These rates are highly sensitive to many factors beyond our control, including general economic conditions, both domestic and foreign, and the monetary and fiscal policies of various governmental and regulatory authorities. We have adopted asset and liability management policies to try to minimize the potential adverse effects of changes in interest rates on our net interest income, primarily by altering the mix and maturity of loans, investments and funding sources. However, even with these policies in place, we cannot provide assurance that changes in interest rates will not negatively impact our operating results.
			
		
A decrease in interest rates could have a negative impact on our business by reducing the yield on interest earning assets without a corresponding decrease in the cost of our interest bearing liabilities. An increase in interest could adversely impact our business if the cost of deposits and borrowings increases more quickly than the yield on interest earning assets. An increase in interest rates also could have a negative impact on our business by reducing the ability of borrowers with variable rate loans to repay their current loan obligations when their required payments increase, which could not only result in increased loan defaults, foreclosures and write-offs, but also necessitate further increases to our allowance for loan losses. Increases in interest rates also may reduce the demand for loans and, as a result, the amount of loan and commitment fees. In addition, fluctuations in interest rates may result in disintermediation, which is the flow of funds away from depository institutions into direct investments that pay higher rates of return, and may affect the value of our investment securities and other interest-earning assets.
We originate and sell mortgage loans. Changes in interest rates affect demand for our loan products and the revenue realized on the sale of loans. A decrease in the volume of loans sold and lower gains on sales of mortgages could decrease our revenues and net income.
Also, we have traditionally obtained funds principally through deposits and borrowings. As a general matter, deposits are a cheaper source of funds than borrowings because interest rates paid for deposits are typically less than interest rates charged for borrowings. If, as a result of competitive pressures, market interest rates, general economic conditions or other events, the balance of our deposits decreases relative to our overall banking operations, we may have to rely more heavily on borrowings as a source of funds in the future, which would have a higher interest rate than deposits. Further, if interest rates rise it is likely we would have to increase the rates we pay on deposits, which would increase our interest expenses and decrease net interest income. Because a portion of our assets, including loans held in our portfolio, have fixed rates, such increases in the rate we pay on deposits and the higher rates we would be required to pay if we increased our reliance on borrowings would not necessarily be offset by increases in the yield on our interest-earning assets. Therefore, such an increased reliance on borrowings and/or higher rates paid on deposits could increase interest expenses and decrease net interest income, which could have a negative impact on our results of operations and financial condition.
Government regulation significantly affects our business and could restrict our operations and cause us to incur higher costs.
Bank holding companies and state and federally chartered banks operate in a highly regulated environment and are subject to supervision and examination by federal and state regulatory agencies. We are subject to the BHCA, as amended, and to regulation and supervision by the FDIC and the Office of the Maryland Commissioner of Financial Regulation. The cost of compliance with regulatory requirements may adversely affect our results of operations or financial condition. Federal and state laws and regulations govern numerous matters including: changes in the ownership or control of banks and bank holding companies; maintenance of adequate capital and the financial condition of a financial institution, permissible types, amounts and terms of extensions of credit and investments, permissible non-banking activities, the level of reserves against deposits, and restrictions on dividend payments. Regulations affecting banks and financial services companies undergo continuous change, and we cannot predict the ultimate effect of these changes, which could have a material adverse effect on our profitability or financial condition. Federal economic and monetary policy may also affect our ability to attract deposits and other funding sources, make loans and investments, and achieve satisfactory interest spreads.
The FDIC, and state banking authorities possess cease and desist powers to prevent or remedy unsafe or unsound practices or violations of law by banks subject to their regulation, and the Federal Reserve Board possesses similar powers with respect to bank holding companies. These and other restrictions limit the manner in which we may conduct our business and obtain financing.
In addition, because federal regulation of financial institutions changes regularly and is the subject of constant legislative debate, we cannot forecast how federal regulation of financial institutions may change in the future and impact our operations. Changes in regulation and oversight could affect the service and products we offer, increase our operating expenses, increase compliance challenges, and otherwise adversely impact our financial performance and condition. In addition, the burden imposed by these federal and state regulations may place banks in general, and our Bank specifically, at a competitive disadvantage compared to less regulated competitors.
Furthermore, our banking business is affected not only by general economic conditions, but also by the monetary policies of the Federal Reserve Board. Changes in monetary or legislative policies may affect the interest rates we must offer to attract deposits and the interest rates we can charge on our loans, as well as the manner in which we offer deposits and make loans. These monetary policies have had, and are expected to continue to have, significant effects on the operating results of depository institutions, including our Bank.
			
		
Under regulatory capital adequacy guidelines and other regulatory requirements, we must meet guidelines that include quantitative measures of assets, liabilities, and certain off-balance sheet items, subject to qualitative judgments by regulators about components, risk weightings, and other factors. If we fail to meet these minimum capital guidelines and other regulatory requirements, our financial condition would be materially and adversely affected. Our failure to maintain the status of “well capitalized” under our regulatory framework could affect the confidence of our customers in us, thus compromising our competitive position. In addition, failure to maintain the status of “well capitalized” under our regulatory framework or “well managed” under regulatory examination procedures could compromise our status as a bank holding company and related eligibility for a streamlined review process for acquisition proposals.
The Dodd-Frank Act may adversely impact our results of operations, liquidity or financial condition.
The Dodd-Frank Act, enacted in July 2010, represents a comprehensive overhaul of the U.S. financial services industry. Among other things, the Dodd-Frank Act establishes the new CFPB, included provisions that impact corporate governance and executive compensation disclosure by all SEC reporting companies, impose new capital requirements on bank and thrift holding companies, allow financial institutions to pay interest on business checking accounts, broaden the base for FDIC insurance assessments, impose additional duties and limitations on mortgage lending activities and restrict how mortgage brokers and loan originators may be compensated, included additional mortgage origination provisions including risk retention, and modified many other regulations applicable to insured depository institutions.
The Dodd-Frank Act requires the CFPB and other federal agencies to implement many new and significant rules and regulations to implement its various provisions. There are many regulations under the Dodd-Frank Act that have not yet been proposed or adopted. We will not know the full impact of the Dodd-Frank Act on our business for years until regulations required by the statute are adopted and implemented. As a result, we cannot at this time predict the extent to which the Dodd-Frank Act will impact our business, operations, or financial condition. However, compliance with these new laws and regulations may require us to make changes to our business and operations, impose on us more stringent capital, liquidity and leverage requirements or otherwise adversely affect our business. These changes will also likely result in additional costs and a diversion of management’s time from other business activities and may decrease revenues by, for example, limiting the fees we can charge, any of which may adversely impact our results of operations, liquidity, or financial condition. Further, while this has not yet become a concern, if the industry responds to provisions allowing financial institutions to pay interest on business checking accounts by competing for those deposits with interest-bearing accounts, this would put some degree of downward pressure on our net interest margin. The new duties to be imposed on mortgage lenders, including a duty to determine the borrower’s ability to repay the loan and a requirement on mortgage securitizers to retain a minimum level of economic interest in securitized pools of certain mortgage types, may decrease the demand for mortgage loans as well as our ability to sell such loans into the secondary market, which would reduce both our interest and non-interest income, especially in light of our focus on mortgage loans. Any of these consequences, as well as the failure to comply with new requirements or any future changes in laws or regulations, may adversely impact our results of operations, liquidity or financial condition. For a more detailed description of the Dodd-Frank Act, see “Supervision and Regulation-The Dodd-Frank Act.”
Future increases in and/or special FDIC assessments would hurt our earnings.
The recent economic recession has caused a high level of bank failures, which has dramatically increased FDIC resolution costs and led to a significant reduction in the balance of the DIF. As a result, beginning in 2009 the FDIC significantly increased the initial base assessment rates paid by financial institutions for deposit insurance and imposed a special assessment in June 2009. These increases in the base assessment rate have increased our deposit insurance costs and negatively impacted our earnings. Although our FDIC assessment decreased beginning in in 2011 as a result of the change in the assessment calculation discussed above in “Item 1. Business-Supervision and Regulation-Deposit Insurance,” they are still significantly higher than before the 2007 recession. The FDIC may increase the assessment rates or impose additional special assessments in the future to keep the DIF at the statutory target level. Any increase in our FDIC premiums, whether as a result of an increase in the risk category for the Bank or in the general assessment rates or as a result of special assessments, would negatively impact our earnings.
We face substantial competition that could negatively impact our growth and profits.
We face significant competition for banking services in our primary market in which we operate. Competition in the local banking industries may limit our ability to attract and retain customers.
			
		
Many of our competitors are significantly larger, have established customer bases, possess greater resources that may afford them a marketplace advantage by enabling them to maintain numerous banking locations and mount extensive promotional and advertising campaigns, and can offer services we do not and cannot. Additionally, banks and other financial institutions with larger capitalization and financial intermediaries not subject to bank regulatory restrictions have larger lending limits, which enable them to serve the credit needs of larger customers. We also face competition from out-of-state financial intermediaries that have opened low-end production offices or that solicit deposits in their respective market areas. If we are unable to attract and retain banking customers we may be unable to continue our loan growth and level of deposits and our results of operations and financial condition may otherwise be negatively affected.
In addition, in the past, we have expanded our operations into non-banking activities such as insurance-related products and brokerage services. We may have difficulty competing with more established providers of these products and services due to the intense competition in many of these industries. In addition, we may be unable to attract and retain non-banking customers due to a lack of market and product knowledge or other industry specific matters or an inability to attract and retain qualified, experienced employees. Our failure to attract and retain customers with respect to these non-banking activities could negatively impact our future earnings.
Consumers may decide not to use banks to complete their financial transactions.
Technology and other changes are allowing consumers to complete financial transactions through alternative methods that historically have involved banks. For example, consumers can now maintain funds that would have historically been held as bank deposits in brokerage accounts, mutual funds or general-purpose reloadable prepaid cards. Consumers can also complete transactions such as paying bills and transferring funds directly without the assistance of banks. The process of eliminating banks as intermediaries could result in the loss of fee income, as well as the loss of customer deposits and the related income generated from those deposits. The loss of these revenue streams and the lower cost of deposits as a source of funds could have a material adverse effect on our financial condition and results of operations
System failure or cybersecurity breaches of our network security could subject us to increased operating costs as well as litigation and other potential losses.
We rely heavily on communications and information systems to conduct our business. The computer systems and network infrastructure we use could be vulnerable to unforeseen hardware and cybersecurity issues. Our operations are dependent upon our ability to protect our computer equipment against damage from fire, power loss, telecommunications failure or a similar catastrophic event. Any damage or failure that causes an interruption in our operations could have an adverse effect on our financial condition and results of operations. In addition, our operations are dependent upon our ability to protect the computer systems and network infrastructure utilized by us, including our Internet banking activities, against damage from physical break-ins, cybersecurity breaches and other disruptive problems caused by the Internet or other users. Such computer break-ins and other disruptions would jeopardize the security of information stored in and transmitted through our computer systems and network infrastructure, which may result in significant liability to us, subject us to additional regulatory scrutiny, damage our reputation, result in a loss of customers and inhibit current and potential customers from our Internet banking services, any of all of which could have a material adverse effect on our results of operations and financial condition. Each year, we add additional security measures to our computer systems and network infrastructure to mitigate the possibility of cybersecurity breaches including firewalls and penetration testing, but there can be no assurance that such security measures will be effective in preventing such breaches, damage or failures. We have obtained insurance protection related to network security failures and continue to investigate cost effective measures to protect network security; there is no guarantee, however, that such insurance would cover all costs associated with any breach, damage or failure of our computer systems and network infrastructure.
Our ability to compete effectively and operate profitably may depend on our ability to keep up with technological changes.
The financial services industry is continually undergoing rapid technological change with frequent introductions of new technology-driven products and services. The effective use of technology increases efficiency and enables financial institutions to better serve customers and to reduce costs. Our future success depends, in part, upon our ability to address the needs of our customers by using technology to provide products and services that will satisfy customer demands and to create additional efficiencies in our operations. Many of our competitors have substantially greater resources to invest in technological improvements. We may not be able to effectively implement new technology-driven products and services or be successful in marketing these products and services to
			
		
its customers. Failure to successfully keep pace with technological change affecting the financial services industry could have a material adverse impact on our business and, in turn, our financial condition and results of operations.
Our ability to pay dividends is limited by law and contract.
Our ability to pay dividends to our stockholders largely depends on the Company’s receipt of dividends from the Bank. The amount of dividends that the Bank may pay to the Company is limited by federal and state laws and regulations. Among other things, as a recipient of TARP funds, we must adhere to restrictions that limit dividends to stockholders when our net income available to stockholders for the past four quarters, net of dividends paid during that period, is not sufficient to fully fund the dividends; our rate of earnings retention is inconsistent with capital needs and overall macroeconomic outlook; or if we will not meet, or are in danger of not meeting, minimum regulatory capital adequacy ratios. We also may decide to limit the payment of dividends even when we have the legal ability to pay them in order to maintain earnings for use in our business. We have not paid any dividends since February 2011 but have accrued for all unpaid TARP dividends and reflected that accrual as a reduction in stockholders’ equity.
The market price for our common stock may be volatile.
The market price for our common stock has fluctuated, ranging between $2.56 and $5.94 per share during the 12 months ended December 31, 2012. The overall market and the price of our common stock may continue to be volatile. There may be a significant impact on the market value of our common stock due to, among other things:
Additionally, the average daily trading volume for our common stock is low and on various days throughout the year, there is no activity on the stock. There can be no assurance that a more active or consistent trading market will develop. As a result, relatively small trades could have a significant impact on the price of our stock.
Item 1B.
Item 1B. Unresolved Staff Comments
Not applicable.
Item 2.
Item 2. Properties
The Company owns the following properties, which had a book value of $4.2 million at December 31, 2012:
						
Location
Description
1740 East Joppa Road
Towson, MD 21234
Full service branch with drive thru, electronic banking offices, and leased office space
427 Crain Highway
Glen Burnie, MD 21061
Full service branch with drive-thru
531 South Conkling Street
Baltimore, MD 21224
Full service branch with drive-thru
344 N. Charles Street
Baltimore, MD 21201
Full service branch
10301 York Road
Cockeysville, MD 21030
Full service branch (with ground lease)
4040 Schroeder Avenue
Perry Hall, MD 21128
Full service branch (with ground lease)
			
		
The Company leases the following facilities at an aggregate annual rental of approximately $1.2 million as of December 31, 2012:
						
						
Location
Description
Lease Expiration Date*
1066-70 Maiden Choice Lane
Arbutus, MD 21229
Full service branch
April 30, 2031
4738 Shelbourne Road
Baltimore, MD 21229
Detached drive-thru
April 30, 2031
2637-A Old Annapolis Road
Hanover, MD 21076
Full service branch
October 1, 2014
Northway Shopping Center
684 Old Mill Road
Millersville, MD 21108
Full service branch
August 31, 2014
602 Hoagie Drive
Bel Air, MD 21014
Full service branch
November 30, 2044
10301 York Road
Cockeysville, MD 21030
Full service branch
December 1, 2047
4040 Schroeder Avenue
Perry Hall, MD 21128
Full service branch
August 13, 2047
9515 Deerco Road, Suites 400 and 408
Timonium, MD 21093
Mortgage subsidiary offices
February 15, 2022
						
						
						
						
7151 Columbia Gateway Dr., Ste. A
Columbia, MD 21046
Executive, administrative and operational offices
June 30, 2029
						
*Expiration date, assuming the Company exercises all extension options.
			
		
Item 3.
Item 3. Legal Proceedings
The Company is involved in various routine legal actions arising from normal business activities. In management’s opinion, the outcome of these matters, individually or in the aggregate, will not have a material impact on our results of operation or financial position.
Item 4.
Item 4. Mine Safety Disclosures
Not applicable.
Part ii
Item 5.
Item 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Trading and Dividends
Our common stock is currently traded on the Global Market tier of the NASDAQ Stock Market LLC under the symbol ‘‘CRRB’’. Currently, there are two broker-dealers who make a market in the common stock.
Our ability to pay dividends depends on the Bank’s ability to pay dividends to Carrollton Bancorp. The Bank’s ability to pay dividends, in turn, depends on its compliance with applicable dividend regulations of bank regulatory authorities. As a depository institution whose deposits are insured by the FDIC, the Bank may not pay dividends or distribute any of its capital assets while it remains in default on any assessment due to the FDIC. The Bank currently is not in default under any of its obligations to the FDIC. As a commercial bank under the Maryland Financial Institution Law, the Bank may declare cash dividends from undivided profits or, with the prior approval of the Commissioner of Financial Regulation, out of surplus in excess of 100% of its required capital stock, and after providing for due or accrued expenses, losses, interest and taxes.
The Company and the Bank, in declaring and paying dividends, are also limited insofar as minimum capital requirements of regulatory authorities must be maintained. The Company and the Bank currently comply with such capital requirements.
There were no dividends declared on the Company’s common stock in 2012 and 2011.
We have implemented a Dividend Reinvestment Plan that provides automatic reinvestment of dividends in additional shares of Company common stock.
No shares were repurchased and/or retired in 2012 or 2011.
			
		
As of March 13, 2013, the 338 holders of record of our common stock held an aggregate of 2,579,388 shares. We believe there to be in excess of 380 beneficial owners of our common stock.
Our ability to pay dividends in the future will depend on earnings, if any, our financial condition, as well as other relevant factors, such as compliance with regulatory requirements. We cannot assure you either that our future earnings, if any, will be sufficient to enable us to pay dividends, or that if such earnings are sufficient, that we will not decide to retain such earnings for general working capital and other funding needs. In addition, the Company is highly dependent on dividends received from the Bank to enable it to pay dividends to stockholders. We cannot assure you that the Bank will generate sufficient earnings to enable it to pay dividends to the Company, or that it will continue to meet regulatory capital requirements which, if not met, could prohibit payment of dividends to the Company.
As discussed above, the Company has issued to Treasury 9,201 shares of Series A Preferred Stock and (ii) a warrant to purchase 205,379 shares of the Company’s common stock pursuant to the TARP Capital Purchase Program.
The Series A Preferred Stock qualifies as Tier 1 capital and pays cumulative dividends at a rate of 5% per annum until February 15, 2014. Beginning February 16, 2014, the dividend rate will increase to 9% per annum. The redemption of the Series A Preferred Stock requires prior regulatory approval.
Pursuant to the Articles Supplementary relating to the Series A Preferred Stock, so long as any shares of Series A Preferred Stock remain outstanding, the Company may not declare or pay any dividends or distributions on the Company’s common stock or any class or series of the Company’s equity securities ranking junior, as to dividends and upon liquidation, to the Series A Preferred Stock (“Junior Stock”) (other than dividends payable solely in shares of common stock) or on any other class or series of the Company’s equity securities ranking, as to dividends and upon liquidation, on a parity with the Series A Preferred Stock (“Parity Stock”), and may not repurchase or redeem any common stock, Junior Stock or Parity Stock, unless all accrued and unpaid dividends for past dividend periods, including the latest completed dividend period, have been paid or have been declared and a sufficient sum has been set aside for the benefit of the holders of the Series A Preferred Stock.
The repurchase restrictions described above do not apply in certain limited circumstances, including the repurchase of common stock in connection with the administration of any employee benefit plan in the ordinary course of business and consistent with past practice, but only to offset the increase in the number of diluted shares outstanding resulting from the grant, vesting or exercise of equity-based compensation.
Stock Performance Table
For illustrative purposes, we are providing a comparison of the cumulative total stockholder return on our common stock with that of a broad equity market index, and a constructed peer group index of the Company.
The following chart compares the cumulative stockholder return on the Company’s common stock from December 31, 2007 to December 31, 2012, with the cumulative total of the NASDAQ Composite (U.S.), and SNL Mid-Atlantic Indices. The comparison assumes $100 was invested on December 31, 2007, in the Company’s common stock and in each of the foregoing indices. It also assumes reinvestment of any dividends.
The Company does not make, nor does it endorse, any predictions as to future stock performance.
Carrollton Bancorp
			
		
			
		
			
		
Item 7.
Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
Forward-Looking Statements
This report, including Management’s Discussion and Analysis of Financial Condition and Results of Operations, contains certain forward-looking statements, including certain plans, expectations, goals, projections, and statements, which are subject to numerous assumptions, risks, and uncertainties. Statements that do not describe historical or current facts, including statements about beliefs and expectations, are forward-looking statements. The forward-looking statements are intended to be subject to the safe harbor provided by Section 27A of the Securities Act of 1933, Section 21E of the Exchange Act, and the Private Securities Litigation Reform Act of 1995. See “Forward-Looking Statements” at the beginning of this report.
Actual results could differ materially from those contained or implied by such statements for a variety of factors including: (1) continuation or worsening of asset quality issues due to factors such as the underlying value of the collateral could prove less valuable than otherwise assumed and assumed cash flows may be worse than expected; (2) changes in economic conditions; (3) movements in interest rates; (4) competitive pressures on product pricing and services; (5) success, impact, and timing of our business strategies, including our ability to adjust our loan and deposit mix; (6) success in improving operating efficiencies through automation; (7) changes in accounting policies and principles and the accuracy of our assumptions and estimates used to prepare our Consolidated Financial Statements; (8) extended disruption of vital infrastructure; and (9) the nature, extent, and timing of governmental actions and reforms, including the Dodd-Frank Act, as well as future regulations which will be adopted by the relevant regulatory agencies, including the CFPB, to implement the Dodd-Frank Act’s provisions.
Overview
The Company is a bank holding company headquartered in Columbia, Maryland with one wholly-owned subsidiary, the Bank. The Bank has five subsidiaries, CFS, MSLLC, BRLLC and MSALLC which are wholly owned, and CCDC, which is 96.4% owned.
The Bank is engaged in a general commercial and retail banking business with ten branch locations. The Bank attracts deposit customers from the general public and the business community and uses such funds, together with other borrowed funds, to make loans. Our results of operations are primarily determined by the difference between interest income earned on interest-earning assets, primarily interest and fee income on loans, and interest paid on our interest-bearing liabilities, including deposits and borrowings. Mortgage-banking products include Federal Housing Administration and Federal Veterans Administration loans, conventional and nonconforming first and second mortgages, and construction and permanent financing. Loans originated by the mortgage division are generally sold into the secondary market but may be considered for retention by the Bank as part of our balance sheet strategy. When we sell mortgage loans to investors, fee income is recognized. The fees from investors are based on the terms of the individual loan and various risk factors associated with the mortgage, including debt-to-income ratio and credit score of the borrower. Additional income may be recognized when origination or discount points are collected from the borrower.
CFS provides brokerage services and financial planning and investment options to customers pursuant to a service agreement with INVEST Financial Corp. CFS refers clients to INVEST and recognizes commission income as INVEST provides these services.
MSLLC, BRLLC and MSALLC manage and dispose of real estate we have acquired through foreclosures.
CCDC promotes, develops and improves the housing and economic conditions of people in Maryland. We coordinate our efforts to identify opportunities with a local non-profit ministry whose mission and vision is to eliminate poverty housing in the region by building decent houses for affordable homeownership throughout Anne Arundel County and the Baltimore metropolitan region. CCDC generates revenue through the origination of loans for the purchase of these homes.
			
		
Total assets for the year ended December 31, 2012, compared to December 31, 2011, remained essentially constant, $365.2 million compared to $365.4 million. This consistency in total assets follows a decrease of 5.5% from December 31, 2010 to December 31, 2011. Gross loans, excluding loans held for sale, decreased $21.9 million, or 8.1%, from $269.0 million at December 31, 2011, to $247.1 million at December 31, 2012. This decrease follows a decrease of $20.2 million or 7.0% from $289.2 million at December 31, 2010. Our portfolio of loans held for sale increased to $59.7 million at December 31, 2012 from $28.4 million at December 31, 2011. This followed a decrease from $32.8 million at December 31, 2010. Our investment portfolio declined to $20.0 million as of December 31, 2012 compared to $28.3 million and $32.4 million as of December 31, 2011 and 2010, respectively. Total deposits increased by $10.1 million, or 3.2%, following an increase of 4.4%, or $13.4 million, from year end 2010 to year end 2011. Total deposits were $325.1 million, $315.0 million, and $301.6 million as of years ended 2012, 2011, and 2010, respectively. We continued to reduce our level of borrowings over the past three years, by $9.3 million, or 83.3%, from year-end 2011 to year-end 2012 following decreases of $37.1 million, or 76.8%, and $1.5 million, or 3.1%, from 2010 to 2011 and from 2009 to 2010 year ends, respectively. During the same periods, stockholders’ equity decreased by $300,000 or 0.9%, in 2012 compared to 2011, $752,000, or 2.3%, in 2011 compared to 2010 and $1.8 million or 5.1%, in 2010 compared to 2009. The ratio of stockholders’ equity to total assets decreased to 8.8% as of December 31, 2012, from 8.9% as of December 31, 2011, after improving from 8.6% as of December 31, 2010.
Net loss for the year ended December 31, 2012, totaled $104,666 compared to net income of $546,728 for the prior year. The increase in net loss in 2012 compared to 2011 of $651,394 was primarily due to a $1.7 million decrease in interest income partially offset by a decrease in interest expense of $759,541 and an increase in noninterest expenses of $2.1 million partially offset by an increase in noninterest income of $1.6 million. Net income for the year ended December 31, 2011, totaled $546,728 compared to a net loss of $945,636 for the prior year, an improvement of $1.5 million. The improved results were primarily due to a $1.9 million decrease in the provision for loan losses and a $1.1 million improvement in noninterest income. These improvements were partially offset by a decrease in net interest income of $275,196 and an increase in noninterest expenses of $225,542.
Net loss attributable to common stockholders, which accounts for the preferred stock dividend and discount accretion, was $652,981 in 2012 compared to $1,587 in 2011 and $1.5 million in 2010. The increase in net loss attributable to common stockholders in 2012 was a result of a higher net loss in 2012 compared to net income in 2011. The decrease in net loss attributable to common stockholders in 2011 was a result of having a positive net income in 2011 as opposed to a net loss in 2010.
Net interest income decreased to $13.1 million in 2012 compared to $14.1 million in 2011 and compared to $14.3 million in 2010. Our net interest margin was 3.80% for 2012, 4.01% for 2011, and 3.74% for 2010. The 21 basis point decrease in the net interest margin in 2012 compared to 2011 was due to a 41 basis point reduction in yield on interest-earning assets, offset by a continued runoff of high-rate promotional certificates of deposit and Federal Home Loan Bank advances in 2012. The 27 basis point increase in the net interest margin in 2011 compared to 2010 was due to continued runoff of high-rate promotional certificates of deposit and Federal Home Loan Bank advances in 2011, partially offset by a 7 basis point reduction in the yield on interest-earning assets.
We recorded a provision for loan losses of $1.2 million for the year ended December 31, 2012, $2.2 million for the year ended December 31, 2011, and $4.1 million in 2010.
The Company paid no dividends to common stockholders during 2012 or 2011.
Current Strategy
Our Board of Directors and senior management continue to pursue a strategy designed to strengthen the balance sheet and improve operating results by improving asset quality, reducing higher costing funding sources, and pursuing operating efficiencies through the use of technology and strategic partners. The objective remains to strengthen our overall foundation during these difficult and uncertain economic times in order to place the Company in a position to take advantage of opportunities that will emerge as the business environment clarifies and improves.
The financial regulatory reform measures pursuant to the Dodd-Frank Act, along with the ongoing instability in the residential and commercial real estate markets, have created a great deal of uncertainty within the community banking industry. In addition, uncertainty about future tax policy and the cost of employment associated with healthcare reform add uncertainty to planning for operational costs. We have chosen to carefully evaluate all growth
			
		
opportunities with this uncertainty in mind, carefully limiting decisions that could be impacted by circumstances beyond our control.
We have narrowed our focus for targeted growth on the following customer groups:
• Small and mid-sized businesses, including service firms, manufacturing companies and distributors;
• Executives and professionals, including attorneys, accountants, medical professionals, consultants,
corporate executives and their firms;
• Non-profit associations, including charities, foundations, professional/trade associations,
homeowner/condo associations, and faith based organizations; and
• High net worth individuals and affluent families.
						
The Bank will serve its customers by utilizing its existing branch network as well as by providing internet based services, remote deposit capture and courier service.
Going forward, our business strategy will include:
						
•
Increasing awareness and consideration in the business marketplace through directed marketing and direct sales efforts;
•
Leading with deposit and cash management products;
•
Retaining existing customer relationships; and
•
Increasing adoption and usage of online products.
Note, however, that this is our business strategy as it stands today, and certain aspects of our strategy may change after the closing of the Merger.
In 2012, the net interest margin decreased to 3.80% compared to 4.01% in 2011, primarily as a result of 22 basis point decrease in the yield on loans offset by a 14 basis point decrease in interest bearing deposits. Our effort to improve the net interest margin by reducing balance sheet liquidity and high cost funding sources improved net interest margins from 3.74% for 2010 to 4.01% for 2011. The 0.27% improvement in 2011 was primarily a result of reducing interest expense as a percentage of average earning assets to 1.09% for the year ended December 31, 2011 from 1.44% for the year ended December 31, 2010 by reducing high cost borrowed funds and certificates of deposit and replacing them with non-interest bearing accounts and lower cost interest-bearing accounts. The annualized benefit of a 0.27% improvement in net interest margin is approximately $949,000 on average earning assets of $351.3 million for 2011.
Our efforts to reduce non-performing assets appear to be taking hold, as has our goal of improving operating efficiencies after excluding Merger related costs. The reduction of non-performing assets is subject to the market conditions associated with the commercial real estate market, while operating efficiencies have been focused on prudently reducing operating expenses while growing the business within the constraints of our capital base.
As we indicated in previous reports, we believed that we would need to raise additional capital to redeem our outstanding preferred stock issued to the Treasury under the TARP Capital Purchase Program and support balance sheet growth. We have remained “well capitalized” for regulatory purposes, which allowed us to carefully assess various capital alternatives and determine which alternative was best for the Company and our stockholders. These considerations ultimately resulted in the execution of the Merger Agreement and our pending Merger with Jefferson, as discussed in “Item 1. Business.” Under the terms of the Merger Agreement, the Company will be the surviving corporation upon completion of the Merger, and the preferred stock issued to Treasury under the TARP Capital Purchase Program will be redeemed. The Merger will result in a larger and better capitalized institution that we believe will be better equipped to compete in a changing environment.
The Merger continues to move through the regulatory approval process. Our stockholders approved the Merger Agreement and the Merger at a special meeting held on August 23, 2012.
Results of Operations
2013 Expectations
			
		
Borrower and consumer confidence remains a major factor impacting growth opportunities for 2013. We continue to believe that the economy will remain relatively stable throughout 2013. We believe that there is little opportunity for meaningful improvement as the economy continues to grow too slowly to generate meaningful job growth. Challenges to earnings growth include revenue headwinds as a result of regulatory and legislative actions, increased price competition for quality borrowers that will reduce margins, and increases in employee-related expenses, including health insurance and payroll taxes.
We expect net interest margin to decrease slightly from 2012 as the long period of low interest rates has resulted in higher yielding assets being replaced with lower yielding assets. We anticipate less benefit from lower deposit pricing but will see some benefit from maturing Federal Home Loan Bank advances that can either be paid off or refinanced at a lower cost. In addition, there will be minimal growth in loans and deposits due to our focus on maintaining strong capital ratios while resolving asset quality issues and improving operating results.
We anticipate limited growth in C&I loans, home equity and residential mortgages as we seek to replace run-off and reduce commercial real estate exposure.
Core deposits are expected to show continued growth. We expect to use that growth to further reduce certificate of deposit balances and Federal Home Loan Bank advances.
Fee income is expected to remain flat in 2013 reflecting our low growth expectations. Expected increases in energy costs and employee-related costs are expected to modestly increase non-interest expenses during 2013.
Net Interest Income
Net interest income is the difference between interest income on earning assets, such as loans and securities, and interest expense on liabilities, such as deposits and borrowing, which are used to fund those assets. Net interest income is our largest source of revenue, representing 58.1% of total revenue during 2012. Net interest margin is the ratio of net interest income to average earning assets for the period. The level of interest rates and the volume and mix of earning assets and interest-bearing liabilities impact net interest income and net interest margin.
The Federal Reserve Board influences the general market rates of interest, including the deposit and loan rates offered by many financial institutions. Our loan portfolio is significantly affected by changes in the prime interest rate. The prime interest rate, which is the rate offered on loans to borrowers with strong credit, remained at 3.25% throughout 2010, 2011 and 2012. Our loan portfolio is also impacted, to a lesser extent, by changes in the London Interbank Offered Rate (LIBOR). At December 31, 2012, the one-month and three-month U.S. dollar LIBOR rates were 0.21% and 0.31%, respectively, while at December 31, 2011, the comparable rates were 0.28% and 0.56%, respectively, and at December 31, 2010, the comparable rates were 0.26% and 0.30%, respectively. The target federal funds rate, which is the cost of immediately available overnight funds, fluctuated in a similar manner to the prime interest rate. During 2010, 2011 and 2012, the target federal funds rate remained at zero to 0.25%.
Our balance sheet has historically been asset sensitive, meaning that interest-earning assets generally reprice more quickly than interest-bearing liabilities. Therefore, our net interest margin was likely to increase in sustained periods of rising interest rates and decrease in sustained periods of declining interest rates. In order to partially offset a reduction in interest income in a declining interest rate environment, on December 14, 2005, the Bank purchased a $10.0 million notional amount interest rate Floor with a minimum interest rate (strike rate) of 7.0% based on the U.S. prime rate. When the U.S. prime rate fell below 7.0%, we were paid $378,959 in 2010 and $378,208 in 2009 based on the difference between the two rates on $10 million. The term of the Floor was five years and matured in the fourth quarter of 2010. The Floor reduced the variability of cash flow from a pool of variable rate loans since the rate index of the loans fell below the predetermined strike rate of the hedge (7.0%).
Core deposits are our primary source of funding, with non-interest-bearing demand deposits historically being a significant source of funds. This lower-cost funding base is expected to have a positive impact on our net interest income and net interest margin in a rising interest rate environment. Further analysis of the components of our net interest margin is presented below.
The following table presents the changes in net interest income and identifies the changes due to differences in the average volume of interest-earning assets and interest-bearing liabilities and the changes due to changes in the average interest rate on those assets and liabilities. The changes in net interest income due to changes in both average volume and average interest rate have been allocated to the average volume change or the average interest rate change in proportion to the absolute amounts of the change in each.
			
		
Net interest income of $13.1 million in 2012 declined by $1.0 million from $14.1 million during 2011 as a result of a $1.7 million, or 9.4%, decrease in total interest income partially offset by a $759,541, or 19.8%, decrease in total interest expense. Total interest income declined as a result of lower yields and lower average loan balances, as well as lower average investment balances. Total interest expense decreased due to decreases in both the average rate paid and average balances of interest-bearing liabilities when 2012 is compared to 2011. The decreases in yield and average rate paid were attributable to an ongoing low rate environment in which maturing assets and deposits repriced at lower rates. The Bank Prime rate of interest reported by the Federal Reserve remained at a historically low 3.25% throughout 2010, 2011 and 2012. Net interest income was negatively impacted as the decrease in the average balances of interest earning assets was more than offset by the shift of interest bearing deposits to noninterest bearing deposits. The average cost of funds decreased 19 basis points to 1.26% in 2012 from 1.45% in 2011 while the average yield on interest-earning assets decreased 41 basis points to 4.69% in 2012 from 5.10% in 2011. The average yield on interest-earning assets is primarily impacted by changes in market interest rates as well as changes in the volume and relative mix of interest-earning assets. As stated above, market interest rates remained at historically low levels during 2010, 2011 and 2012.
Net interest income of $14.1 million in 2011 declined by $275,196 from $14.3 million during 2010 as a result of a $2.0 million, or 9.9%, decrease in total interest income partially offset by a $1.7 million, or 30.6%, decrease in total interest expense. Total interest income declined as a result of lower yields and lower average loan balances, as well as lower average investment balances. Total interest expense decreased due to decreases in both the average rate paid and average balances when 2011 is compared to 2010. The decreases in yield and average rate paid were attributable to an ongoing low rate environment in which maturing assets, deposits and Federal Home Loan Bank advances repriced at lower rates. The average cost of funds decreased 34 basis points to 1.45% in 2011 from 1.79% in 2010 while the average yield on interest-earning assets decreased 7 basis points to 5.10% in 2011 from 5.17% in 2010. The average yield on interest-earning assets is primarily impacted by changes in market interest rates as well as changes in the volume and relative mix of interest-earning assets.
The average balance of loans, our primary category of earning assets, decreased by $15.2 million, or 5.0%, in 2012 compared to 2011 and decreased by $10.0 million, or 3.16%, in 2011 compared to 2010. Loans made up 83.83% of average interest-earning assets in 2012 compared to 86.79% in 2011 and 81.97% in 2010. The average yield on loans was 5.19% in 2012 compared to 5.41% in 2011 and 5.61% in 2010. Loans generally have significantly higher yields compared to securities, interest-bearing deposits and federal funds sold and, as such, have a more positive effect on the net interest margin.
The average balance of securities decreased $6.5 million in 2012 compared to 2011 and $18.1 million in 2011 compared to 2010. Securities made up 8.14% of average interest-earning assets in 2011 compared to 9.87% in 2011 and 13.75% in 2010. The average yield on securities was 3.89%, 4.00%, and 4.14% for the years 2012, 2011, and 2010, respectively. A majority of our securities are mortgage-backed securities with an average balance of $12.0 million in 2012, $16.2 million in 2011, and $22.4 million in 2010. Mortgage-backed securities made up 42.51% of the average securities portfolio compared to 46.75% in 2011 and 42.46% in 2010. The decrease in the average balances of securities relates to matured, called, and sold securities not reinvested in current low-yielding securities.
			
		
Average federal funds sold and interest-bearing deposits during 2012 increased $17.7 million, or 202.76%, compared to 2011 and decreased $4.0 million, or 31.19%, in 2011 compared to 2010. Federal funds sold and interest-bearing deposits made up 7.67% of average interest-earning assets in 2012 compared to 2.49% in 2011 and 3.31% in 2010. The combined average yield on federal funds sold and interest-bearing deposits was 0.22% in 2012 compared to 0.14% in 2011 and 0.19% in 2010. The decrease in federal funds sold and interest-bearing deposits during 2011 compared to prior years was primarily due to management’s aggressive management of excessive balance sheet liquidity in order to maximize net interest margin.
Average deposits increased $13.2 million, or 4.24%, in 2012 compared to 2011 and decreased $10.8 million, or 3.35%, in 2011 compared to 2010 while average non-interest bearing deposits increased $13.4 million, or 19.1%, in 2012 compared to 2011 and $13.1 million, or 23.01% in 2011 compared to 2010. The ratio of average interest-bearing deposits to total average deposits was 74.25% in 2012, 77.46% in 2011 and 82.29% in 2010. The average cost of interest-bearing deposits was 1.21% in 2012, 1.35% in 2011 and 1.65% in 2010. The decrease in the average cost of interest-bearing deposits during the comparable periods and the decrease in the level of interest bearing deposits during 2012 and 2011 was primarily the result of decreases in interest rates offered on certain deposit products due to decreases in average market interest rates and decreases in renewal interest rates on maturing certificates of deposit given the current low interest rate environment. Additionally, during 2012 and 2011 the relative proportion of higher-cost certificates of deposit to total average interest-bearing deposits decreased to 53.59% in 2012 from 58.46% in 2011 and 63.05% during 2010.
Average borrowed funds decreased $19.9 million, or 81.78%, in 2012 compared to 2011 and $19.1 million, or 43.94%, in 2011 compared to 2010. The average cost of borrowed funds was 3.60% in 2012, 2.38% in 2011 and 2.70% in 2010. The fluctuation in the average cost of borrowed funds during the comparable periods is a result of the changing mix of short term borrowings as compared to longer term fixed rate borrowings. The decrease in the level of borrowed funds during 2012 and 2011 was primarily the result of management’s decision to use cash flow from loan payments and investments to reduce borrowings instead of reinvesting those funds in similar assets that would have earned a lower yield.
Our net interest spread, which represents the difference between the average rate earned on earning assets and the average rate paid on interest-bearing liabilities, was 3.43% in 2012 compared to 3.65% in 2011 and 3.38% in 2010. The net interest spread, as well as the net interest margin, will be impacted by future changes in short-term and long-term interest rate levels, as well as the impact from the competitive environment.
AVERAGE BALANCES, INTEREST, AND YIELDS
The following table sets forth, for the periods indicated, information regarding the average balances of interest-earning assets and interest-bearing liabilities, the amount of interest income and interest expense and the resulting yields on average interest-earning assets and rates paid on average interest-bearing liabilities. Average balances are also provided for noninterest-earning assets and noninterest-bearing liabilities.
			
		
Provision for Loan Losses
On a monthly basis, management reviews all loan portfolios to determine trends and monitor asset quality. For consumer loan portfolios, this review generally consists of reviewing delinquency levels on an aggregate basis with timely follow-up on accounts that become delinquent. In commercial loan portfolios, delinquency information is monitored and periodic reviews of business and property leasing operations are performed on an individual loan basis to determine potential collection and repayment problems.
Due to ongoing economic weakness in the housing and real estate market, we continue to experience elevated net charge offs of $1.2 million, $1.8 million and $3.9 million for the years ended December 31, 2012, 2011 and 2010, respectively. The decline in net charge offs for 2012 resulted in a lower provision for loan losses of $1.2 million. This represents a decrease in provision for loan losses of $991,614, or 46%, as compared to 2011. The provision for loan losses in 2011 decreased by $1.9 million, or 47.5%, as compared to 2010. The loan loss provision expense was $1.2 million, $2.2 million, and $4.1 million for 2012, 2011 and 2010, respectively, as a result of continued challenges in the level of nonperforming assets, which required ongoing allocations to the allowance for loan losses.
			
		
Some previously mentioned risk factors including high unemployment and decreased demand for the products and services by our commercial customers contributed to the inability of some of our borrowers to comply with the terms of their loans. Nonaccrual, restructured and delinquent loans over 90 days to total loans plus foreclosed real estate declined to 6.25% at the end of 2012 compared to 6.30% at December 31, 2011 and 5.90% at December 31, 2010. The ratio of net loan losses to average loans decreased in 2012 to 0.41% compared to 0.58% in 2011 and 1.25% in 2010 as defaults on loans decreased and the benefit of almost four years of working through problem loans has eliminated many of the problems.
Noninterest Income
Noninterest income for the year ended December 31, 2012 was $9.5 million compared to $7.9 million and $6.8 million for the years ended December 31, 2011 and 2010, respectively. The increase for 2012 is primarily the result of a $349,762, or 13.0%, increase in electronic banking revenue, and a $1.6 million, or 36.7%, increase in mortgage banking fees and gains partially offset by a $197,511, or 23.8% decrease in brokerage commissions, a $111,167, or 23.8%, decrease in service charges on deposit accounts, and a $97,149, or 13.0% increase in impairment losses on investment securities.
Electronic banking revenue is comprised of three sources: national point of sale (“POS”) sponsorships, ATM fees, and check card fees. The Bank sponsors merchants who accept ATM cards for purchases within various networks (i.e. STAR, PULSE, NYCE). This national POS sponsorship income represents approximately 90% of total electronic banking revenue. Fees from ATMs represent approximately 3% of total electronic banking revenue. Fees from check cards and other service charges represent approximately 7% of electronic banking revenue. The higher fee income during the 2012 period is a result of an increased POS client base which generated a larger volume of fee-based transactions.
Mortgage banking revenue, net of commissions paid to mortgage lenders, increased to $5.9 million for the year ended December 31, 2012 as compared to $4.3 million in 2011. Origination volume increased by $100.4 million, or 35.30%, for 2012 as compared to 2011. As origination volume has increased in 2012 compared to 2011, an increase in the sale of loans held for sale resulted in increased loan commissions.
The mortgage division’s success is a result of strategic efforts despite elevated credit standards and interest rates which have remained consistently low for more than three years and consumer demand for mortgage refinancing which has been relatively weak. When the economy strengthens, we would anticipate increased consumer demand for financing of owner-occupied, residential properties.
Brokerage commissions are earned on services provided by CFS. The previously mentioned decrease in brokerage commissions for 2012 as compared to 2011 is the result of consumer confidence in the market being strained by an election year and fiscal cliff concerns, resulting in fewer investments in the market.
The decrease in services charges on deposit accounts for 2012 as compared to 2011 was primarily the result of declines in overdraft fee income. This is a trend that has been occurring in the industry for the past few years.
Other fees and commissions were $362,753 for the year ended December 31, 2012 compared to $372,021 for 2011. These fees were relatively flat as loan fee increases offset a decline in wire transfer fees that resulted from the introduction of online tools that allow customers to initiate wires at a lower cost. A portion of the cost savings has been passed along to the customers to encourage use of these tools.
We incurred losses on securities write downs of $847,196 for the year ended December 31, 2012, compared to a loss of $750,047 for the same period in 2011. Stabilization of these losses year over year relate to the rate of issuer deferrals within the pools of Trust Preferred securities held in our investment portfolio in 2010 and prior. These securities have been written down through the income statement as the quarterly impairment analysis dictates. Impairments on Trust Preferred securities result from the deferral of dividends by financial institutions or complete failure of the institutions that hold the underlying debt obligations on these securities. It is possible that continuation of the current economic environment will result in additional write-downs resulting from future deferrals or failures. While this creates volatility in our earnings, the write-downs have very little effect on the Bank’s regulatory capital position since the regulatory capital calculations allocate enough capital to cover the unrealized losses. Management is hopeful that these investments will increase in value as the economy improves and management will continuously evaluate all strategies to maximize the ultimate value realized from these investments.
			
		
Noninterest income increased from $6.8 million during 2010 to $7.9 million in 2011, an increase of $1.1 million or 16.0%. The increase was primarily due to a $1.1 million decrease in losses on securities, primarily associated with larger write-downs of impaired bank equity and Trust Preferred securities in 2010 compared to 2011. Also contributing to the increase in noninterest income during 2011 were increases in brokerage commissions from the sales of securities, electronic banking fees and mortgage-banking fees and gains, partially offset by losses on the sale of securities and lower service charges on deposit accounts in 2011 compared to 2010.
Noninterest Expenses
Noninterest expenses increased $2.1 million, or 11.2%, for the year ended December 31, 2012, compared to 2011. The increase for the period is primarily related to increases in expenses and losses associated with the management and disposal of foreclosed real estate, incentive program costs related to our mortgage origination, and business and professional fees including legal fees associated with the proposed Merger.
Salaries expense increased $630,186, or 8.4%, for the year ended December 31, 2012, compared to 2011. The increase was a result of profitability incentives paid to mortgage loan officers increasing by $403,528 and salary and bonus increases of $295,786 resulting from our mortgage origination business during 2012 compared to 2011.
Employee benefits decreased $129,630, or 7.0%, to $1.7 million during 2012 compared to $1.8 million during 2011. The decrease was a result of the elimination of certain employee benefits at the end of the second quarter of 2011.
Occupancy expense decreased by $89,586, or 3.8%, to $2.3 million for the year ended December 31, 2012, compared to $2.4 million for 2011. Decreases associated with reductions in utility costs were partially offset by increases in rent and related fees associated with normal escalation of rent and common area maintenance fees assessed during 2012.
Furniture and equipment expense increased marginally by $33,329, or 5.6%, for the year ended December 31, 2012. The increases are primarily related to an increase in furniture and equipment maintenance and depreciation costs related to normal repair and replacement of these assets.
Professional services were $1.8 million for the year ended December 31, 2012 compared to $973,464 for 2011, an increase of $869,191, or 89.3%, for the year. Included in the increased professional services expenses for 2012 compared to 2011 were an increase in consulting costs of $315,968 primarily related to strategic and information technology planning, and an increase in legal fees of $580,081 associated with the Merger.
Foreclosed real estate losses, write downs and costs increased by $742,088, or 51.8%, for the year ended December 31, 2012 as compared to 2011. The increase for 2012 is a result of increased costs to maintain properties and to market them for sale as well as write downs and disposal losses of $1.6 million of foreclosed real estate. The increase in the write downs resulted from completion of new appraisals that indicated that real estate values have continued to decline during 2012. Total write-downs and disposal losses were $886,435 for 2011.
Other operating expenses increased $92,268, or 2.1%, for the year ended December 31, 2012 as compared to 2011. The increase for the period resulted from increases in data core processing costs of $245,239, partially offset by decreases in marketing costs of $55,470 and in FDIC assessments of $63,368 as a result of a smaller deposit base and changes in the assessment methodology.
Noninterest expenses increased $225,542, or 1.2%, for the year ended December 31, 2011, compared to 2010. The increase for 2011 includes increases in professional fees, fees associated with loan workout costs, expenses and losses associated with the management and disposal of foreclosed real estate and a change in the structure of the mortgage banking division during the first quarter of 2010 that resulted in a shift of costs that were previously recorded as an offset to mortgage fee income. These increased expenses were partially offset by cost reduction initiatives in employee related costs, a reduction in FDIC insurance premiums, non-recurring costs related to a lawsuit we settled during the first quarter of 2010, and a deposit premium acquisition cost that fully amortized in June 2010.
Income Tax Provision
			
		
The Company recorded income tax expense of $281,716 and $154,333 in 2012 and 2011, respectively and income tax benefits of $894,132 in 2010. The effective tax rate was 159.1% in 2012, 22.0% in 2011 and 48.6% in 2010. The effective tax rates fluctuate from year to year due to changes in the mix of income from tax-exempt loans, investments and life insurance policies as a percentage of income (loss) before taxes. In 2012, non-deductible merger-related expenses were a substantial percentage of income before income taxes which resulted in a significantly higher tax rate than the Company’s marginal rate under existing law. In 2011, tax exempt interest was a substantial percentage of income before income taxes which resulted in a significantly lower tax rate than the Company’s marginal rate.
Financial Condition
Summary
Total assets essentially remained constant at $365.2 million and $365.4 million at December 31, 2012 and 2011, respectively. Interest-earning assets increased during the same period by 0.3%, to $342.0 million and were 93.7% of total assets at December 31, 2012 compared to $341.0 million, or 93.4% of total assets at December 31, 2011.
Total interest-bearing liabilities, including deposits and borrowings, totaled $231.9 million at December 31, 2012 compared to $251.2 million at December 31, 2011. The decrease in interest-bearing liabilities reflects our ongoing strategy to reduce higher-costing certificates of deposit and borrowings in an effort to improve earnings. As fixed rate Federal Home Loan Bank advances matured during 2012, they were repaid through operations cash flow.
Investment Securities
The investment portfolio consists of investment securities held to maturity and securities available for sale. Investment securities held to maturity are those securities that we have the positive intent and ability to hold to maturity and are carried at amortized cost. Securities available for sale are those securities that we intend to hold for an indefinite period of time but not necessarily until maturity. These securities are carried at fair value and may be sold as part of an asset/liability management strategy, liquidity management, interest rate risk management, regulatory capital management or other similar factors.
The investment portfolio consists primarily of U. S. Government agency securities, mortgage-backed securities, corporate bonds, state and municipal obligations, and equity securities. The income from state and municipal obligations is exempt from federal income tax. Certain agency securities are exempt from state income taxes. We use our investment portfolio as a source of both liquidity and earnings.
Investment securities decreased $8.3 million or 29.4% to $20.0 million at December 31, 2012 compared to $28.3 million at December 31, 2011. This decrease is a result of our strategy to improve net interest margin. During 2012, as investments were sold, called by the issuer, or matured, the funds provided liquidity needed to fund maturities of Federal Home Loan Bank advances. Although the investment portfolio has decreased significantly over the past two years, the Asset/Liability committee of the board has reaffirmed its decision to wait until the interest rate environment improves before investing in additional securities, and will continue to monitor the balance of our investment portfolio and investment opportunities at each meeting. Securities in our portfolio are designated as either available for sale or held to maturity, based on our intent.
The accounting treatment is different for the two classifications of securities-available for sale securities are reflected at fair value on the balance sheet while held to maturity investments are reflected on the balance sheet at the amortized cost of the investment. Although we hold some held to maturity securities, there are situations when the securities could be sold prior to the maturity date of the investment.
			
		
			
		
Gross loans, excluding loans held for sale, decreased $21.9 million or 8.2% to $247.1 million at December 31, 2012 from $269.0 million at December 31, 2011. A significant decrease occurred during 2012 in the commercial real estate category as we worked aggressively to reduce exposure to investor owned commercial real estate. Loans to commercial customers amounted to $164.5 million at December 31, 2012 and were 66.6% of gross loans. Consumer loans amounted to $82.6 million and were 33.4% of total loans.
			
		
(a)
Loans are placed on nonaccrual status when they are past-due 90 days as to either principal or interest or when, in the opinion of management, the collection of all interest and/or principal is in doubt. Placing a loan on nonaccrual status means that we no longer accrue interest on such loan and reverse any interest previously accrued but not collected. Management may grant a waiver from nonaccrual status for a 90-day past-due loan that is both well secured and in the process of collection. A loan remains on nonaccrual status until the loan is current as to payment of both principal and interest and the borrower demonstrates the ability to pay and remain current.
(b)
All amounts listed as restructured loans are “troubled debt restructurings.” The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. These concessions typically result from our loss mitigation activities and may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules, forbearance and other actions intended to minimize potential losses and to avoid foreclosure or repossession of collateral.
Allowance for Loan Losses
The allowance for loan losses represents management’s best estimate of probable losses in the existing loan portfolio and is maintained to absorb losses in our existing loan portfolio. We believe the allowance for loan losses is the critical accounting policy that requires the most significant judgments and assumptions used in the preparation of the consolidated financial statements and is particularly susceptible to significant changes in the near term and is established through a provision for loan losses. The allowance consists of three elements: (1) specific valuation allowances based on probable losses on specific loans; (2) historical valuation allowances based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; and (3) general valuation allowances based on general economic conditions and other qualitative risk factors, both internal and external to us. These can include, but are not limited to exposure to an industry experiencing problems, changes in the nature or volume of the portfolio and delinquency and nonaccrual trends.
Historical valuation allowances are calculated based on the historical loss experience of specific types of loans and the internal risk grade of such loans at the time they were charged-off. We calculate historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced to the total population of loans in the pool over the prior twelve quarters. The historical loss ratios are updated quarterly based on actual charge-off experience. A historical valuation allowance is established for each pool of similar loans based upon the product of the historical loss ratio and the total dollar amount of the loans in the pool. Our pools of similar loans include similarly risk-graded groups of commercial and industrial loans, commercial real estate loans, consumer real estate loans and consumer and other loans.
General valuation allowances are based on general economic conditions and other qualitative risk factors both internal and external to us. In general, such valuation allowances are determined by evaluating, among other things: (1) the experience, ability and effectiveness of the Bank's lending management and staff; (2) the effectiveness of our loan policies, procedures and internal controls; (3) changes in asset quality; (4) changes in loan portfolio volume; (5) the composition and concentrations of credit; (6) the impact of competition on loan structuring and pricing; (7) the effectiveness of the internal loan review function; (8) the impact of environmental risks on portfolio risks; and (9) the impact of rising interest rates on portfolio risk. Management evaluates the degree of risk that each one of
			
		
these components has on the quality of the loan portfolio on a quarterly basis. Each component is determined to have either a high, moderate or low degree of risk. The results are then input into a general allocation matrix to determine an appropriate general valuation allowance.
Included in the general valuation allowances are allocations for groups of similar loans with risk characteristics that exceed certain concentration limits established by management. Concentration risk limits have been established for certain industry concentrations, large balance and highly leveraged credit relationships that exceed specified risk grades, and loans originated with policy exceptions that exceed specified risk grades.
Loans identified as losses by management, internal loan review and/or bank examiners are charged-off. Furthermore, consumer loan accounts are charged-off automatically based on regulatory requirements.
Management performs the portfolio review and calculation of the allowance on a continuing basis and management’s review and calculation is reviewed and approved each quarter by our Board’s Audit and Loan Committees prior to publication of our press release announcing quarterly and annual earnings and any regulatory filings containing this information. Additionally, at their monthly meetings, our directors review the factors included in our methodology to ensure that our assumptions reflect the current economic conditions of our market area. We increase the allowance through periodic charges to income (provision for loan losses). Loan losses are charged against the allowance, and recoveries on loans previously charged off against the allowance are added to the allowance.
We base the evaluation of the adequacy of the allowance for loan losses upon loan categories. We categorize loans as commercial loans or consumer loans. We further divide commercial and consumer loans by collateral type and whether the loan is an installment loan or a revolving credit facility. We apply historical loss ratios to each subcategory of loans within the commercial and consumer loan categories. Loss ratios are determined based upon the most recent three years of history for each loan subcategory.
We further divide commercial loans by risk rating and apply loss ratios by risk rating to determine estimated loss amounts. We evaluate delinquent loans and loans for which management has knowledge about possible credit problems of the borrower or knowledge of problems with loan collateral separately and assign loss amounts based upon the evaluation.
With respect to commercial loans, management assigns a risk rating of one through nine to each loan at inception, with a risk rating of one having the least amount of risk and a risk rating of nine having the greatest amount of risk. The risk rating is reviewed at least annually based on, among other things, the borrower’s financial condition, cash flow and ongoing financial viability; the collateral securing the loan; the borrower’s industry; and payment history. We evaluate loans with a risk rating of five or greater separately and allocate a portion of the allowance for loan losses based upon the evaluation.
We consider delinquency rates and other qualitative or environmental factors that may cause estimated credit losses associated with our existing portfolio to differ from historical loss experience. These factors include, but are not limited to, changes in lending policies and procedures, changes in the nature and volume of the loan portfolio, changes in the experience, ability and depth of lending management and the effect of other external factors such as economic factors, competition and legal and regulatory requirements on the level of estimated credit losses in our existing portfolio.
Our policies require an independent review of assets on a regular basis and we believe that we appropriately reclassify loans as warranted. We believe that we use the best information available to make a determination with respect to the allowance for loan losses, recognizing that the determination is inherently subjective and that future adjustments may be necessary depending upon, among other factors, a change in economic conditions of specific borrowers or generally in the economy and new information that becomes available to us. However, there are no assurances that the allowance for loan losses will be sufficient to absorb losses on non-performing assets, or that the allowance will be sufficient to cover losses on non-performing assets in the future.
Allocation of a portion of the allowance does not preclude its availability to absorb losses in other categories. Prior to 2009, an unallocated reserve was maintained to recognize the imprecision in estimating and measuring losses when evaluating the allowance for individual loans or pools of loans. Accounting and regulatory guidance now requires that all reserves be allocated to specific loan categories.
			
		
During the year ended December 31, 2008, the unallocated portion of the allowance for loan losses fluctuated with the specific and general allowances so that the total allowance for loan losses would be at a level that management believed was the best estimate of probable future loan losses at the balance sheet date. The specific allowance may fluctuate from period to period if the balance of what management considers problem loans changes. The general allowance will fluctuate with changes in the mix of the Company’s loan portfolio, economic conditions, or specific industry conditions. The requirements of the Company’s federal regulators are a consideration in determining the required total allowance.
Management believes that it has adequately assessed the risk of loss in the loan portfolios based on a subjective evaluation and has provided an allowance which is appropriate based on that assessment. Because the allowance is an estimate based on current conditions, any change in the economic conditions of our market area, a change within a borrower’s business or personal circumstances, or deterioration in the value of collateral used to secure a loan could result in a revised evaluation, which could alter our earnings.
The following charts show the level of loan losses we recorded for the past five years, management’s allocation of the allowance for loan losses by type of loan as of the end of each year, and other statistical information. The allocation of the allowance reflects management’s analysis of economic risk potential by type of loan, and is not intended as a forecast of loan losses.
A breakdown of the allowance for loan losses is provided in the table below; however, management does not believe that the allowance can be segregated by category with precision. The breakdown of the allowance is based primarily on those factors discussed previously in evaluating the allowance as a whole. Since all of those factors are subject to change, the breakdown is not necessarily indicative of the category of actual or realized credit losses.
			
		
The table below provides a percentage breakdown of the loan portfolio attributable to the allowance for loan losses by category to total loans at December 31:
All loan allowances are subject to regulatory examinations and determinations as to the appropriateness of the methodology and adequacy on an annual basis.
The allowance for loan losses was $4.8 million at December 31, 2012, which was 1.95% of loans, compared to $4.9 million at December 31, 2011, which was 1.81% of loans. During 2012, we experienced net charge-offs of $1.2 million compared to $1.8 million during 2011. The ratio of net loan losses to average gross loans outstanding, excluding loans held for sale, was 0.41%, 0.58%, and 1.25% for the years 2012, 2011, and 2010, respectively. The ratio of nonperforming assets, including accruing loans past-due 90 days or more, as a percentage of period-end loans and foreclosed real estate decreased to 6.25% for 2012 compared to 6.30% for 2011 and 5.90% for 2010.
The specific allowance is based on regular analysis of the loan portfolio and is determined by analysis of collateral value, cash flow and guarantor capacity, as applicable. The specific allowance was $1.6 million, $1.4 million, and $1.2 million, as of December 31, 2012, 2011 and 2010, respectively.
The general allowance is calculated using internal loan grading results and appropriate allowance factors on approximately ten classes of loans. This process is reviewed on a regular basis. The allowance factors may be revised whenever necessary to address current credit quality trends or risks associated with particular loan types. Historical trend analysis is utilized to obtain the factors to be applied. The general allowance was $3.2 million, $3.4 million, and $3.3 million as of December 31, 2012, 2011 and 2010, respectively.
Funding Sources
Deposits
Total deposits increased by $10.1 million, or 3.2%, to $325.1 million as of December 31, 2012, from $315.0 million as of December 31, 2011. Certificate of deposit accounts decreased $20.8 million, or 15.7% while money market accounts increased by $8.1 million, or 16.9%, non-interest bearing accounts increased by $20.1 million, or 26.8%, NOW accounts increased by $670,820, or 2.1%, and savings accounts increased by $2.0 million, or 7.6%. The decrease in certificate of deposit balances is a result of management’s continued commitment to reduce excess liquidity and higher cost deposits in order to improve net interest margin by lowering the cost of funds. We had
			
		
previously offered premium deposit rates on certificates of deposit compared to our competitors in order to attract more of these deposits. Following our strategy to reduce the overall cost of funds, as those high-yielding certificates of deposit matured, customers opting to renew their certificates of deposit were offered rates closer to our competitor’s pricing. Some of the certificates of deposit were simply not renewed at the lower rates, causing the overall decrease in deposits for the 2012 period. The ratio of non-interest bearing deposits to total deposits increased to 29.25% at December 31, 2012, from 23.82% at December 31, 2011.
Included in our certificate of deposit portfolio are brokered certificates of deposit through the Promontory Interfinancial Network. Through this deposit matching network and its certificate of deposit account registry service (“CDARS”), we obtained the ability to offer our customers access to FDIC insured deposit products in aggregate amounts exceeding current insurance limits. When we place funds through CDARS on behalf of a customer, we receive matching deposits through the network’s reciprocal deposit program. We can also place deposits through this network without receiving matching deposits. At December 31, 2012, we had $10.6 million in CDARS deposits through the reciprocal deposit program compared to $18.2 million at December 31, 2011. We did not have any non-reciprocal deposits in the CDARS program as of December 31, 2012, or as of December 31, 2011.
Borrowed Funds
Borrowed funds consist exclusively of borrowings from the Federal Home Loan Bank (“FHLB”) of Atlanta at December 31, 2012. During 2010, we discontinued two minor funding sources. The first source was an agreement with a respondent financial institution which carried a balance of approximately $1.1 million at December 31, 2009. The other source was an in-house sweep product that required us to pledge securities to collateralize the outstanding balances, which was approximately $5.4 million at December 31, 2009. The demand for this product, which was not FDIC insured, declined significantly in the current low-rate environment. The majority of customers participating in this product agreed to move their funds into traditional banking products.
			
		
Advances from the FHLB of Atlanta decreased $9.3 million to $1.9 million at December 31, 2012, from $11.2 million at December 31, 2011. At the end of 2012, outstanding advances included one fixed rate credit loan totaling $1.9 million with a maturity date of June 2013. At December 31, 2011, outstanding advances included four fixed rate credit loans totaling $11.2 million with the latest maturity date of June 2013.
We have external sources of funds through the Federal Reserve Bank (“FRB”) and FHLB, which can be drawn upon when required At December 31, 2012, the line of credit at FHLB based on qualifying loans pledged as collateral was $54.0 million. The Company can also pledge securities at the FRB and FHLB and borrow approximately 97% of the fair market value of the securities. The Company had $8.4 million of securities pledged at the FHLB, $872,493 of securities pledged at the FRB, and an additional $2.9 million of unpledged securities. Using these securities as collateral, the Company’s subsidiary, Carrollton Bank, could borrow a total of $11.8 million. Outstanding borrowings at the FHLB were $1.9 million at December 31, 2012. Additionally, the Company has an unsecured federal funds line of credit of $5.0 million and a $10.0 million secured federal funds line of credit with other institutions. The secured federal funds line of credit would require Carrollton Bank to transfer securities pledged at the FHLB or FRB to the institutions before Carrollton Bank could borrow against the lines. There was no balance outstanding under these lines at December 31, 2012. These lines bear interest at the current federal funds rate of the correspondent banks.
Capital
Bank holding companies and banks are required by the Federal Reserve Board and FDIC to maintain minimum levels of Tier 1 (or Core) and Tier 2 capital measured as a percentage of assets on a risk-weighted basis. Capital is primarily represented by stockholders’ equity, adjusted for the allowance for loan losses and certain issues of preferred stock, convertible securities, and subordinated debt, depending on the capital level being measured. Assets and certain off-balance sheet commitments are assigned to one of five different risk-weighting factors for purposes of determining the risk-adjusted asset base. The minimum levels of Tier 1 and Tier 2 capital to risk-adjusted assets are 4% and 8%, respectively, under the regulations.
			
		
In addition, the Federal Reserve Board and the FDIC require that bank holding companies and banks maintain a minimum level of Tier 1 (or Core) capital to average total assets excluding intangibles for the current quarter. This measure is known as the leverage ratio. The current regulatory minimum for the leverage ratio for institutions to be considered adequately capitalized is 4%, but an institution could be required to maintain the leverage ratio at a higher level based on the regulator’s assessment of an institution’s risk profile. The following chart shows the regulatory capital levels for the Company and the Bank at December 31, 2012 and 2011. The Bank also exceeded the FDIC required minimum capital levels at those dates by a substantial margin. Based on the levels of capital, the Company and the Bank are well capitalized.
Total stockholders’ equity decreased 0.92% or $300,353 to $32.3 million at December 31, 2012. The decrease was due to the net loss applicable to common stockholders of $653,000 partially offset by a decrease of $248,000 in the accumulated other comprehensive loss.
			
		
Liquidity and Capital Expenditures
Liquidity
Liquidity describes our ability to meet financial obligations, including lending commitments and contingencies that arise during the normal course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers, as well as to meet current and planned expenditures.
Our liquidity is derived primarily from our deposit base, borrowing facilities and equity capital. Liquidity is provided through our portfolios of cash and interest-bearing deposits in other banks, federal funds sold, loans held for sale, unpledged investment securities held to maturity due within one year, and unpledged securities available for sale. Such assets totaled $93.1 million or 25.5% of total assets at December 31, 2012.
Our customers’ borrowing requirements include commitments to extend credit and the unused portion of lines of credit, which totaled $47.6 million at December 31, 2012. Of this total, management places a high probability of required funding within one year on approximately $11.3 million. The amount remaining is unused home equity lines and other consumer lines on which management places low probability of funding.
As described above in the “Borrowed Funds” section, we also have external sources of funds through the FRB and FHLB of Atlanta, which can be drawn upon when required, providing additional liquidity.
Capital Expenditures
Capital expenditures were approximately $734,000 in 2012, $362,000 in 2011, and $530,000 in 2010. The capital expenditures in 2012 related to purchases of equipment, including continuing upgrade of the Company’s computer mainframe and minor improvements to several branch locations. The expenditures in 2011 related to building improvements and purchases of equipment, including computer equipment for the new office space leased to consolidate our mortgage origination operations. In 2010, capital expenditures were related to an upgrade of computer equipment throughout the organization and to the purchase of enhanced security equipment at several branch locations.
Capital expenditures are projected to be approximately $200,000 for fiscal year 2013 for additional branch renovations and the continuing upgrade of computer equipment and minor improvements to several branch locations.
Market Risk and Interest Rate Sensitivity
The Company’s interest rate risk represents the level of exposure it has to fluctuations in interest rates and is primarily measured as the change in earnings and the theoretical market value of equity that results from changes in interest rates. The Asset/Liability Management Committee of the Board of Directors oversees our management of interest rate risk. The objective of the management of interest rate risk is to optimize net interest income during volatile as well as stable interest rate environments while maintaining a balance between the maturity and repricing characteristics of assets and liabilities that is consistent with our liquidity, asset and earnings growth, and capital adequacy goals.
Due to changes in interest rates, the level of income for a financial institution can be affected by the repricing characteristics of its assets and liabilities. At December 31, 2012, the Company is in an asset sensitive position. Management continuously takes steps to reduce higher costing fixed rate funding instruments, while increasing assets that are more fluid in their repricing. An asset sensitive position, theoretically, is favorable in a rising rate environment since more assets than liabilities will reprice in a given time frame as interest rates rise. Management works to maintain a consistent spread between yields on assets and costs of deposits and borrowings, regardless of the direction of interest rates.
In order to partially offset a reduction in interest income in a declining interest rate environment, on December 14, 2005, the Bank purchased a $10.0 million notional amount interest rate Floor with a minimum interest rate (strike rate) of 7.0% based on the U.S. prime rate. When the U.S. prime rate fell below 7.0%, we were paid based on the difference between the two rates on $10 million. The term of the Floor was five years and matured in 2010. The Floor reduced the variability of cash flow from a pool of variable rate loans since the rate index of the loans fell below the predetermined strike rate of the hedge (7.0%).
			
		
The following chart shows the static gap position for our interest sensitive assets and liabilities as of December 31, 2012. The chart is as of a point in time, and reflects only the contractual terms of the loan or deposit accounts in assigning assets and liabilities to the various repricing periods except that deposit accounts with no contractual maturity, such as money market, NOW and savings accounts, have been included in the zero to three months category. In addition, the maturities of investments shown in the gap table will differ from contractual maturities due to anticipated calls of certain securities based on current interest rates. While this chart indicates the opportunity to reprice assets and liabilities within certain time frames, it does not reflect the fact that interest rate changes occur in disproportionate increments for various assets and liabilities.
Inflation
Inflation may be expected to have an impact on our operating costs and thus on net income. A prolonged period of inflation could cause interest rates, wages, and other costs to increase and could adversely affect our results of operations unless the fees we charge could be increased correspondingly. However, we believe that the impact of inflation was not material to our results of operation or financial condition for 2012, 2011 and 2010.
Off-Balance Sheet Arrangements
We enter into off-balance sheet arrangements in the normal course of business. These arrangements consist primarily of commitments to extend credit, lines of credit and letters of credit. In addition, we have certain operating lease obligations.
Credit commitments are agreements to lend to a customer as long as there is no violation of any condition to the contract. Loan commitments generally have interest rates fixed at current market amounts, fixed expiration dates, and may require payment of a fee. Lines of credit generally have variable interest rates. Such lines do not represent future cash requirements because it is unlikely that all customers will draw upon their lines in full at any time. Letters of credit are commitments issued to guarantee the performance of a customer to a third party.
Our exposure to credit loss in the event of nonperformance by the borrower is the contract amount of the commitment. Loan commitments, lines of credit, and letters of credit are made on the same terms, including
			
		
collateral, as outstanding loans. We are not aware of any accounting loss we would incur by funding our commitments.
Contractual Obligations
The Company enters into contractual obligations in the normal course of business. Among these obligations are short and long-term FHLB of Atlanta advances, operating leases related to branch and administrative facilities, and a long-term contract with a data processing provider. Payments required under these obligations are set forth in the table below as of December 31, 2012.
New Accounting Pronouncements
Note 21 to the consolidated financial statements discusses new accounting policies adopted by the Company during 2012 and the expected impact of accounting policies, recently issued or proposed, but not yet required to be adopted. To the extent the adoption of new accounting standards materially affects the Company’s financial condition; results of operations or liquidity, the impact of these changes are discussed in the applicable section(s) of this financial review and notes to the consolidated financial statements.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
For information regarding the market risk of the Company’s financial instruments, see “Market Risk and Interest Rate Sensitivity” in Management’s Discussion and Analysis of Financial Condition and Results of Operations in Item 7.
			
		
Item 8.
Item 8. Financial Statements and Supplementary Data
			
		
			
		
			
		
			
		
			
		
			
		
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
1. Summary of significant accounting policies
The accounting and reporting policies of Carrollton Bancorp and subsidiary (the “Company”) conform to U.S. generally accepted accounting principles. The following is a description of the more significant of these policies.
Organization
The Company was formed January 11, 1990, and is a Maryland corporation chartered as a bank holding company. The Company holds all the issued and outstanding shares of common stock of Carrollton Bank (the “Bank”). The Bank is a Maryland company that engages in general commercial banking operations. Deposits in the Bank are insured, subject to regulatory limitations, by the Federal Deposit Insurance Corporation (the “FDIC”).
The Bank provides commercial and brokerage services to individuals and small and medium-sized businesses. Services offered by the Bank include a variety of loans and a broad spectrum of commercial and consumer financial services.
Accounting Standards Codification
The Financial Accounting Standards Board’s (FASB) Accounting Standards Codification (ASC) became effective on July 1, 2009. At that date, the ASC became FASB’s officially recognized source of authoritative U.S. generally accepted accounting principles (GAAP) applicable to all public and non-public non-governmental entities, superseding existing FASB, American Institute of Certified Public Accountants (AICPA), Emerging Issues Task Force (EITF) and related literature. Rules and interpretive releases of the SEC under the authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. All other accounting literature is considered non-authoritative.
Basis of Presentation
The consolidated financial statements are prepared in conformity with U.S. generally accepted accounting principles and include all accounts of the Company and its wholly-owned subsidiary, Carrollton Bank. All significant intercompany accounts and transactions have been eliminated in the consolidated financial statements. Certain amounts for prior years have been reclassified to conform to the presentation for 2012. These reclassifications have no effect on stockholders’ equity or net income as previously reported.
Proposed Merger
On April 8, 2012, the Company, Jefferson Bancorp, Inc. (“Jefferson”) and Financial Service Partners Fund I, LLC (“FSPF”) entered into an Agreement and Plan of Merger (the “Merger Agreement”), which sets forth the terms and conditions upon which Jefferson will merge with and into the Company (the “Merger”). The Company will be the surviving entity. Pursuant to the Merger Agreement, the subsidiary banks of Jefferson and the Company will also merge, with Bay Bank, FSB (the subsidiary bank of Jefferson) being the surviving entity and a wholly-owned subsidiary of the Company.
In exchange for 100% of the outstanding shares of Jefferson, the stockholders of Jefferson will receive newly issued shares of the Company’s common stock (“Carrollton Common Stock”) representing approximately 85.92% of the total outstanding shares of Carrollton Common Stock as of the closing of the Merger, assuming the current Company stockholders elect to exchange for cash 50%, in the aggregate, of the current outstanding Carrollton Common Stock. Stockholders of Jefferson will receive 2.2217 shares of Carrollton Common Stock for each share of Jefferson common stock owned at the time of the Merger. Any outstanding options to purchase Jefferson common stock will be converted into options to purchase Carrollton Common Stock at the same exchange ratio described above.
			
		
At the effective date of the Merger, stockholders of Carrollton may elect to retain their shares of Carrollton Common Stock or to receive $6.20 in cash per share, subject to proration in the event the aggregate cash elections exceed 50% of the shares of Carrollton Common Stock outstanding as of the closing of the Merger. In no event will cash be paid for more than 50% of the total number of shares of Carrollton Common Stock outstanding as of the closing. Outstanding options to purchase Carrollton Common Stock will remain outstanding.
On August 23, 2012 the stockholders of the Company approved the Merger. In addition, stockholders elected to redeem 1,095,932 shares of Carrollton Common Stock for the cash offer of $6.20 per share. These shares represent 42.34% of the total outstanding shares of Carrollton Common Stock as of the election date. Upon completion of the Merger this would result in the stockholders of Jefferson receiving newly issued shares of the Carrollton Common Stock representing approximately 84.12% of the total outstanding shares of Carrollton Common Stock as of the closing of the Merger.
The completion of the Merger is subject to additional closing conditions, including receipt of certain regulatory approvals.
Use of Estimates
The preparation of the financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and judgments that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change in the near-term relate to the determination of the allowance for loan losses (the “Allowance”), and other than temporary impairment of investment securities. In connection with the determination of the Allowance, management prepares fair value analyses and obtains independent appraisals as necessary. Management believes that the Allowance is sufficient to address the losses inherent in the current loan portfolio. While management uses available information to recognize losses on loans, future additions to the Allowance may be necessary based on changes in economic conditions. In addition, various regulatory agencies, as an integral part of their examination processes, periodically review the Bank’s Allowance. Such agencies may require the Bank to recognize additions to the Allowance based on their judgments about information available to them at the time of their examinations.
Securities are evaluated periodically to determine whether a decline in their value is other than temporary. The term “other than temporary” is not intended to indicate a permanent decline in value. Rather, it means that the prospects for near term recovery of value are not necessarily favorable, or that there is a lack of evidence to support fair values equal to, or greater than, the carrying value of the investment. Management reviews criteria such as the magnitude and duration of the decline, as well as the reasons for the decline, to predict whether the loss in value is other than temporary. Once a decline in value is determined to be other than temporary due to credit losses, the value of the security is reduced and a corresponding charge to earnings is recognized.
Fair Value
Authoritative accounting guidance under ASC Topic 820, Fair Value Measurements and Disclosures, affirms that the objective of fair value when the market for an asset is not active, is the price that would be received to sell the asset in an orderly transaction, and clarifies and includes additional factors for determining whether there has been a significant decrease in market activity for an asset when the market for that asset is not active. This guidance requires an entity to base its conclusion about whether a transaction was not orderly on the weight of the evidence.
ASC Topic 820 clarifies that fair value is an exit price, representing the amount that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC Topic 820 also requires disclosure about how fair value is determined for assets and liabilities and establishes a hierarchy for which these assets and liabilities must be grouped, based on significant levels of inputs. See Note 20 for more information, including a listing of our assets and liabilities required to be measured at fair value on a recurring basis and where they are classified within the hierarchy.
Cash and Cash Equivalents
			
		
For purposes of the Consolidated Statements of Cash Flows, cash and cash equivalents include cash and due from banks, federal funds sold and interest-bearing deposits with banks.
Federal funds sold are carried at cost, which approximates fair value, and are generally sold for one-day periods.
Federal Home Loan Bank Stock
Federal Home Loan Bank stock is carried at cost, which approximates fair value. As a member of the Federal Home Loan Bank, the Bank is required to purchase stock based on its total assets and advances outstanding.
Investment Securities Available for Sale
Securities available for sale are acquired as part of the Company’s asset/liability management strategy and may be sold in response to changes in interest rates, loan demand, changes in prepayment risk and other factors. Securities available for sale are recorded at their fair value. Unrealized holding gains or losses, net of the related tax effect, are excluded from earnings and reported as an item of other comprehensive income until realized. The carrying values of securities available for sale are adjusted for premium amortization to the earlier of the maturity or expected call date and discount accretion to the maturity date. Realized gains and losses, using the specific identification method, are included as a separate component of noninterest income. Related interest and dividends are included in interest income. Declines in the fair value of individual available for sale securities below their cost that are other than temporary result in write-downs of the individual securities to their fair value. Factors affecting the determination of whether an other-than-temporary impairment has occurred include a downgrading of the security by a rating agency, a significant deterioration in the financial condition of the issuer, or that management would not have the intent and ability to hold a security for a period of time sufficient to allow for any anticipated recovery in fair value.
Equity securities represent the stock of various financial institutions.
Investment Securities Held to Maturity
Investment securities held to maturity are those securities which the Company has the ability and positive intent to hold until maturity. Securities so classified at the time of purchase are recorded at cost. Carrying values of securities held to maturity are adjusted for premium amortization to the earlier of the maturity or expected call date and discount accretion to the maturity date. Declines in the fair value of individual held to maturity securities below their cost, that are other than temporary, result in write-downs of the individual securities to their fair value. Factors affecting the determination of whether an other-than-temporary impairment has occurred include a downgrading of the security by a rating agency, a significant deterioration in the financial condition of the issuer, or that management would not have the ability to hold a security for a period of time sufficient to allow for any anticipated recovery in fair value.
Loans Held for Sale
Residential mortgage loans originated for sale are carried at the lower of cost or market, which may be indicated by the committed sale price, determined on an individual basis.
Loans Receivable
Loans are stated at the amount of unpaid principal adjusted for deferred origination fees and costs and the allowance for loan losses. Deferred origination fees and costs are recognized as an adjustment of the related loan yield using the interest method. The Company determines the delinquency status of loans based on contractual loan terms. Loans are generally placed in nonaccrual status when they are past-due 90 days as to either principal or interest or when, in the opinion of management, the collection of all interest and/or principal is in doubt. A loan remains in nonaccrual status until the loan is current as to payment of both principal and interest and the borrower demonstrates the ability to pay and remain current. Management may grant a waiver from nonaccrual status for a 90-day past-due loan that is both well secured and in the process of collection.
A loan is considered to be impaired when, based on current information and events, it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. A loan is not considered impaired during a period of delay in payment if the Company expects to collect all amounts due, including interest past-due. The Company generally considers a period of delay in payment to include delinquency up to 90 days.
			
		
In accordance with ASC Topic No. 310-40, Accounting by Creditors for Impairment of a Loan, the Company measures impaired loans: (i) at the present value of expected cash flows discounted at the loan’s effective interest rate; (ii) at the observable market price; or (iii) at the fair value of the collateral if the loan is collateral dependent. If the measure of the impaired loan is less than the recorded investment in the loan, an impairment is recognized through a valuation allowance and corresponding provision for loan losses.
ASC Topic 310-40 does not apply to larger groups of smaller-balance homogeneous loans such as consumer installment loans. These loans are collectively evaluated for impairment. The Company’s impaired loans are, therefore, comprised primarily of commercial loans, including commercial mortgage loans, and real estate development and construction loans. In addition, impaired loans are generally loans which management has placed in nonaccrual status. The Company recognizes interest income for impaired loans consistent with its method for nonaccrual loans. Specifically, interest payments received are normally applied to principal. An impaired loan is charged off when the loan, or a portion thereof, is considered uncollectible.
The Company provides for loan losses through the establishment of the Allowance by provisions charged against earnings. The Company’s objective is to ensure that the Allowance is adequate to cover probable loan losses inherent in the loan portfolio at the date of each balance sheet. Management considers a number of factors in estimating the required level of the Allowance. These factors include: historical loss experience in the loan portfolios; the levels and trends in past-due and nonaccrual loans; the status of nonaccrual loans and other loans identified as having the potential for further deterioration; credit risk and industry concentrations; trends in loan volume; the effects of any changes in lending policies and procedures or underwriting standards; and a continuing evaluation of the economic environment. The Company’s estimate of the required allowance is subject to revision as these factors change and is sensitive to the effects of the economic and market conditions on borrowers. Loan losses are charged against the Allowance when management believes the uncollectability of the loan is confirmed. Subsequent recoveries, if any, are credited to the Allowance.
Premises and Equipment
Premises and equipment are stated at cost less accumulated depreciation and amortization. Depreciation and amortization are charged to noninterest expenses. Depreciation generally is computed on the straight-line basis over the estimated useful lives of the assets, which generally range from three to ten years for furniture and equipment, three to five years for computer software and hardware, and ten to forty years for buildings and improvements. Leasehold improvements are generally amortized over the terms of the related leases or the lives of the assets, whichever is shorter. The costs of significant purchases, renewals and betterments are capitalized, while the costs of ordinary maintenance and repairs are expensed as incurred and included in noninterest expense.
Bank Owned Life Insurance
The Company purchased insurance on the lives of certain groups of employees. The policies accumulate asset values to meet future liabilities. Increases in the cash surrender value are recorded in noninterest income in the Consolidated Statements of Income.
Foreclosed Real Estate
Foreclosed real estate is comprised of properties acquired in partial or total satisfaction of problem loans. The properties are recorded at the lower of cost or estimated fair value less selling costs. Losses incurred at the time of acquisition of the property are charged to the allowance for loan losses. Subsequent write-downs are included in noninterest expense along with operating income and expenses of such properties and gains or losses realized upon disposition.
Income Taxes
The Company and its subsidiary file a consolidated federal income tax return. Deferred income taxes are recognized for the tax consequences of temporary differences between financial statement carrying amounts and the tax basis of assets and liabilities based on enacted tax rates expected to be in effect when such amounts are realized or settled.
Intangible Assets
			
		
A deposit intangible asset of $1,847,700, relating to a branch acquisition, was being amortized using the straight-line method over 15 years. The asset was fully amortized as of December 31, 2010. Amortization expense was $61,587 for 2010.
Derivative Instruments and Hedging Activities
The Company accounts for derivative instruments and hedging activities utilizing guidelines established in ASC Topic 815-10, Accounting for Derivative Instruments and Hedging Activities, as amended. The Company recognizes all derivatives as either assets or liabilities on the balance sheet and measures those instruments at fair value. Changes in fair value of derivatives designated and accounted for as cash flow hedges, to the extent they are effective as hedges, are recorded in Other Comprehensive Income, net of deferred taxes. Any hedge ineffectiveness would be recognized in the income statement line item pertaining to the hedged item.
Management periodically reviews contracts from various functional areas of the Company to identify potential derivatives embedded within selected contracts. Management has identified potential embedded derivatives in certain loan commitments for residential mortgages where the Company has intent to sell to an outside investor. Due to the short-term nature of these loan commitments and the minimal historical dollar amount of commitments outstanding, the corresponding impact on the Company’s financial condition and results of operation has not been material.
The Company entered into an interest rate Floor transaction on December 14, 2005. The Floor had a notional amount of $10.0 million with a minimum interest rate of 7.00% based on U.S. prime rate and was initiated to hedge exposure to the variability in the future cash flows derived from adjustable rate home equity loans in a declining interest rate environment. The Floor had a term of five years which expired in December 2010. This interest rate Floor was designated a cash flow hedge, as it was designed to reduce variation in overall changes in cash flow below the above designated strike level associated with the first Prime based interest payments received each period on its then existing loans. The interest rate of these loans changed whenever the repricing index changed, plus or minus a credit spread (based on each loan’s underlying credit characteristics), until the maturity of the interest rate Floor. When the Prime rate index fell below the strike level of the Floor prior to maturity, the Floor’s counterparty paid the Company the difference between the strike rate and the rate index multiplied by the notional value of the Floor multiplied by the number of days in the period divided by 360 days. The fair value of the Floor was recorded as Other Assets and changes in the fair value were recorded as Other Comprehensive Income, a component of stockholders’ equity.
Per Share Data
Basic net income (loss) per share is determined by dividing net income (loss) available to common stockholders by the weighted average number of common shares outstanding giving retroactive effect to any stock dividends and splits declared. Diluted earnings per share is determined by adjusting average shares of common stock outstanding by the potentially dilutive effects of stock options outstanding. The dilutive effects of stock options are computed using the treasury stock method.
Comprehensive Income
Comprehensive income includes all changes in stockholders’ equity during a period, except those relating to investments by and distributions to stockholders. The Company’s comprehensive income consists of net earnings, unrealized gains and losses on securities available for sale, changes in the fair value of the derivative instrument, and the change in the funded status of the defined benefit plan, and is presented in the consolidated statements of comprehensive income.
Stock-based Compensation
The Company applies the provisions of ASC Topic 718, Accounting for Stock Options and Other Stock Based Compensation, which requires companies to recognize expense related to the fair value of stock-based compensation. Under ASC Topic 718 compensation cost is recognized for all stock-based compensation granted, based on the grant-date fair value estimated in accordance with the provisions of ASC Topic 718.
Subsequent Events
			
		
Management evaluated subsequent events from December 31, 2012 through March 13, 2013, the date the financial statements were available to be issued. No significant subsequent events were identified which would affect the presentation of the financial information. However, effective March 1, 2013, the Company extended the termination date of the Merger Agreement. Carrollton, Jefferson and FSPF entered into the Second Amendment (the "Amendment") to the Merger Agreement on February 28, 2013 to reflect their agreement to extend the termination date. Under the terms of the Amendment, the Merger Agreement can be terminated by Carrollton or Jefferson at any time after either March 15, 2013 or after April 19, 2013, depending on the timing of the receipt of a designated regulatory approval. Previously, the Merger Agreement could have been terminated by either party at any time after February 28, 2013 if the merger had not been completed on or before that date.
2. Cash and Due from Banks
The Bank is required by the Federal Reserve System to maintain certain reserve balances based principally on deposit liabilities. At December 31, 2012 and 2011, the required reserve balances were $164,000 and $1 million, respectively.
			
		
3. Investment Securities
Investment securities are summarized as follows:
			
		
Information related to unrealized losses in the portfolio as of December 31, 2012 follows:
Contractual maturities of debt securities at December 31, 2012 and 2011 are shown below. Actual maturities may differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties.
Declines in the fair value of held-to-maturity and available-for-sale securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses to the extent the impairment is related to credit losses. The amount of the impairment related to other factors is recognized in other comprehensive income. Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
Management has the ability and intent to hold the securities classified as held to maturity in the table above until they mature, at which time, the Company will receive full value for the securities. Management and the Investment Committee of the Board of Directors continuously evaluate securities for possible sale due to credit quality. Any sale and reinvestment decisions will be approved by the Investment Committee. Excluding the trust preferred securities, unrealized losses exist on one available for sale equity security and total $3,400 at December 31, 2012. One additional equity security was deemed to be impaired and we wrote the investment in this security
			
		
down $66,652 through earnings during the year ended December 31, 2012 to the market value as of December 31, 2012.
At December 31, 2012 and December 31, 2011, the Company owned six collateralized debt obligation securities that are backed by trust preferred securities issued by banks, thrifts, and insurance companies (“PreTSLs”). The market for these securities at December 31, 2012 and December 31, 2011 was not active and markets for similar securities were also not active. The inactivity was evidenced first by a significant widening of the bid-ask spread in the brokered markets in which PreTSLs trade and then by a significant decrease in the volume of trades relative to historical levels. The new issue market is also inactive as no new PreTSLs have been issued since 2007. Currently very few market participants are willing or able to transact for these securities.
The market values for these securities (and many securities other than those issued or guaranteed by Treasury) are very depressed relative to historical levels. Thus, in today’s market, a low market price for a particular bond may only provide evidence of stress in the credit markets in general versus being an indicator of credit problems with a particular issuer.
Given conditions in the debt markets today and the absence of observable transactions in the secondary and new issue markets, we determined:
·
The few observable transactions and market quotations that are available are not reliable for purposes of determining fair value at December 31, 2012 and December 31, 2011;
·
An income valuation approach technique (present value technique) that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs will be equally or more representative of fair value than the market approach valuation technique; and
·
Our PreTSLs will be classified within Level 3 of the fair value hierarchy because we determined that significant adjustments are required to determine fair value at the measurement date.
The following tables (deferral and default amounts are in thousands) lists the class, credit rating, deferrals, defaults and carrying value of the six trust preferred securities (PreTSL):
			
		
Based on qualitative considerations such as a down-grade in credit rating, defaults of underlying issuers and an analysis of expected cash flows, we determined that three PreTSLs included in corporate bonds were other-than-temporarily impaired (OTTI). Those PreTSLs were written down in the periods by $581,662 in 2011 and $1,613,624 in 2010. Two of the three securities required additional adjustments and we wrote our investments in these PreTSLs down $780,544 through earnings during 2012 to the present value of expected cash flows to properly reflect credit losses associated with these PreTSLs. The remaining fair value of these three securities was $0 at December 31, 2012. The amortized cost of these three securities as of December 31, 2012 was $2.2 million. The issuers of these securities are primarily banks, but some of the pools do include a limited number of insurance companies. The Company uses the OTTI evaluation model prepared by an independent third party to compare the present value of expected cash flows to the previous estimate to ensure there are no adverse changes in cash flows during the quarter. The OTTI model considers the structure and term of the PreTSLs and the financial condition of the underlying issuers. Specifically, the model details interest rates, principal balances of note classes and underlying issuers, the timing and amount of interest and principal payments of the underlying issuers, and the allocation of the payments to the note classes.
Cash flows are projected using a forward rate LIBOR curve, as these PreTSLs are variable rate instruments. The current estimate of expected cash flows is based on the most recent trustee reports and any other relevant market information including announcements of interest payment deferrals or defaults of underlying trust preferred securities usually resulting from the closure of the issuer by its primary regulator. Assumptions used in the model include expected future default rates and prepayments.
At December 31, 2012 and 2011, securities with an amortized cost of $8.57million (fair value of $9.33 million) and $12.1 million (fair value of $13.1 million), respectively, were pledged as collateral for government deposits, advances from the Federal Home Loan Bank, and borrowings from the FRB. At December 31, 2012, there were no borrowings against the securities pledged as collateral for government deposits or borrowings from the FRB.
In 2012, the Company realized net gains on sales of or call of securities of $40,295. The Company also recognized losses on the PreTSLs write-downs and write-down on one equity security of $847,196. In 2011, the Company realized net losses on sales of securities of $628. The Company also recognized losses on the PreTSLs write-downs of $581,662 as well as $168,385 in write-downs on three equity securities. In 2010, the Company realized net gains on sales of or calls of securities of $436,114. These gains were offset by the PreTSLs write-downs of $1.6 million as well as $239,384 in write-downs on two equity securities. Income taxes on net security losses for 2012, 2011 and 2010 were $318,282, $296,104 and $558,894, respectively.
			
		
4. Loans
Major classifications of loans as of December 31, are as follows:
The maturity and rate repricing distribution of the loan portfolio as of December 31, is as follows:
Loan balances have been adjusted by the following deferred amounts as of December 31:
Loan Origination/Risk Management. The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and approves these policies and procedures on a regular basis. A reporting system supplements the review process by providing management with frequent reports related to loan production, loan quality, concentrations of credit, loan delinquencies and non-performing and potential problem loans. Diversification in the loan portfolio is a means of managing risk associated with fluctuations in economic conditions.
			
		
Commercial and industrial loans are underwritten after evaluating and understanding the borrower's ability to operate profitably and prudently expand its business. Underwriting standards are designed to promote relationship banking rather than transactional banking. Once it is determined that the borrower's management possesses sound ethics and solid business acumen, the Company's management examines current and projected cash flows to determine the ability of the borrower to repay their obligations as agreed. Commercial and industrial loans are primarily made based on the identified cash flows of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of borrowers, however, may not be as expected and the collateral securing these loans may fluctuate in value. Most commercial and industrial loans are secured by the assets being financed or other business assets such as accounts receivable or inventory and may incorporate a personal guarantee; however, some short-term loans may be made on an unsecured basis. In the case of loans secured by accounts receivable, the availability of funds for the repayment of these loans may be substantially dependent on the ability of the borrower to collect amounts due from its customers.
Commercial real estate loans are subject to underwriting standards and processes similar to commercial and industrial loans, in addition to those of real estate loans. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Commercial real estate lending typically involves higher loan principal amounts and the repayment of these loans is generally largely dependent on the successful operation of the property securing the loan or the business conducted on the property securing the loan. Commercial real estate loans may be more adversely affected by conditions in the real estate markets or in the general economy. The properties securing the Company's commercial real estate portfolio are diverse in terms of type. This diversity helps reduce the Company's exposure to adverse economic events that affect any industry. Management monitors and evaluates commercial real estate loans based on collateral and risk grade criteria. As a general rule, the Company avoids financing single-purpose projects unless other underwriting factors are present to help mitigate risk. The Company also utilizes third-party experts to provide insight and guidance about economic conditions and trends affecting market areas it serves. In addition, management tracks the level of owner-occupied commercial real estate loans versus non-owner occupied loans.
With respect to loans to developers and builders that are secured by non-owner occupied properties that the Company may originate from time to time, the Company generally requires the borrower to have had an existing relationship with the Company and have a proven record of success. Construction loans are underwritten utilizing feasibility studies, independent appraisal reviews, sensitivity analysis of absorption and lease rates and financial analysis of the developers and property owners. Construction loans are generally based upon estimates of costs and value associated with the completed project. These estimates may be inaccurate. Construction loans often involve the disbursement of substantial funds with repayment substantially dependent on the success of the ultimate project. Sources of repayment for these types of loans may be pre-committed permanent loans from approved long-term lenders, sales of developed property or an interim loan commitment from the Company until permanent financing is obtained. These loans are closely monitored by on-site inspections and are considered to have higher risks than other real estate loans due to their ultimate repayment being sensitive to interest rate changes, governmental regulation of real property, general economic conditions and the availability of long-term financing.
The Company originates consumer loans utilizing credit score analysis to supplement the underwriting process. To monitor and manage consumer loan risk, policies and procedures are developed and modified, as needed, jointly by line and staff personnel. This activity, coupled with relatively small loan amounts that are spread across many individual borrowers, minimizes risk. Additionally, trend and outlook reports are reviewed by management on a regular basis. Underwriting standards for home equity loans are heavily influenced by credit policies, which include, but are not limited to, a maximum loan-to-value percentage of 80%, collection remedies, the number of such loans a borrower can have at one time and documentation requirements.
The Company utilizes external consultants to conduct independent loan reviews. These consultants review and validate the credit risk program on a periodic basis. Results of these reviews are presented to management and the Board of Directors. The loan review process complements and reinforces the risk identification and assessment decisions made by lenders and credit personnel, as well as the Company's policies and procedures.
Concentrations of Credit. The Company makes loans to customers located in Maryland, Virginia, Pennsylvania and Delaware. Although the loan portfolio is diversified, its performance will be influenced by the regional economy.
Non-Accrual and Past Due Loans. Loans are considered past due if the required principal and interest payments have not been received as of the date such payments were due. Loans are placed on non-accrual status when, in management's opinion, the borrower may be unable to meet payment obligations as they become due, as well as when required by regulatory provisions. Loans may be placed on non-accrual status regardless of whether or not such loans are considered past due. When interest accrual is discontinued, all unpaid accrued interest is reversed. Interest income is subsequently recognized only to the extent cash payments are received in excess of principal due.
			
		
Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Non-accrual loans, segregated by class of loans, as of December 31, were as follows:
Past due loans, segregated by age and class of loans, as of December 31, 2012 were as follows:
Three nonaccrual loans with a balance totaling $2.9 million were current in their payments at December 31, 2012.
Past due loans, segregated by age and class of loans, as of December 31, 2011 were as follows:
			
		
Impaired Loans. Loans are considered impaired when, based on current information and events, it is probable the Company will be unable to collect all amounts due in accordance with the original contractual terms of the loan agreement, including scheduled principal and interest payments. Impairment is evaluated on an individual loan basis for all such loans. If a loan is impaired, a specific valuation allowance is allocated, if necessary, so that the loan is reported net, at the present value of estimated future cash flows using the loan's existing rate or at the fair value of collateral if repayment is expected solely from the collateral. Interest payments on impaired loans are typically applied to principal unless collectability of the principal amount is reasonably assured, in which case interest is recognized on the cash basis. Impaired loans, or portions thereof, are charged off when deemed uncollectible.
Impaired loans include Troubled Debt Restructuring loans and other Company loans that have been assessed for impairment and have been determined to either need a write down or specific reserve.
Impaired loans as of December 31, 2012, are set forth in the following table:
On December 31, 2012, twenty eight impaired loans totaling $11.7 million were current, seven impaired loans totaling $1.2 million were 30 days or more past due, and six impaired loans totaling $1.6 million were classified as non-accrual loans, including two current loans totaling $1.1 million. During the year ended December 31, 2012, the Company recognized interest income on impaired loans of $578,893.
Impaired loans as of December 31, 2011, are set forth in the following table.
			
		
On December 31, 2011, twenty three impaired loans totaling $8.8 million were current, ten impaired loans totaling $3.9 million were 30 days or more past due, and seven impaired loans totaling $2.9 million were classified as non-accrual loans, including one current loan totaling $116,460. During the year ended December 31, 2011, the Company recognized interest income on impaired loans of $518,712.
Nonperforming assets and loans past due 90 days or more but accruing interest as of December 31, were as follows:
As of December 31, 2012 and 2011, restructured notes totaling $491,448, and $782,976 are included in nonaccrual loans. All other restructured notes remain on accrual status.
Troubled Debt Restructurings. The restructuring of a loan is considered a “troubled debt restructuring” if both (i) the borrower is experiencing financial difficulties and (ii) the creditor has granted a concession. These concessions typically result from the Company’s loss mitigation activities and may include interest rate reductions or below market interest rates, principal forgiveness, restructuring amortization schedules, forbearance and other actions intended to minimize potential losses and to avoid foreclosure or repossession of collateral. Effective July 1, 2011, the Company adopted the provisions of Accounting Standards Update (“ASU”) No. 2011-02, Receivables (Topic 310) - A Creditor’s Determination of Whether a Restructuring Is a Troubled Debt Restructuring. As such, the Company reassessed all loan modifications occurring since January 1, 2011 for identification as troubled debt restructurings.
Troubled debt restructurings as of December 31, are set forth in the following table:
			
		
Loans restructured for the year ended December 31, 2012 were as follows:
Management strives to identify borrowers in financial difficulty early and work with them to ensure repayment of the loan. This is done through monitoring of late payments and other indicators of financial distress. When management identifies such circumstances, loans are placed on a watch list and evaluated for specific impairment. If management deems the loan impaired based upon an analysis of repayment ability including primary and secondary sources of repayment such as liquidation of collateral or pursuit of repayment from guarantors then the loan will either be written down or we will establish a specific reserve based upon the estimated impairment. If management does not establish a specific reserve against a specific loan, an additional general reserve will be established for all watch list loans based upon their credit risk rating or, in the case of consumer loans, based upon their delinquency status.
In cases where management grants borrowers new terms that provide for a reduction of either interest or principal, management measures any impairment on the restructuring as noted above for impaired loans. Certain troubled debt restructurings are classified as watch list loans at the time of restructure and may only be removed from the watch list after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. They continue to be identified as troubled debt restructurings regardless of whether they are deemed to be watch list loans.
On December 31, 2012, twenty three troubled debt restructurings totaling $9.1 million were current and accruing and six troubled debt restructurings totaling $890,536 were 30 days or more past due, classified as non-accrual loans, or both past due and classified as non-accrual loans.
On December 31, 2011, eighteen troubled debt restructurings totaling $8.0 million were current and accruing and seven troubled debt restructurings totaling $1.3 million were 30 days or more past due, classified as non-accrual loans, or both past due and classified as non-accrual loans.
Credit Quality Indicators
As part of the on-going monitoring of the credit quality of the Company's loan portfolio, management tracks certain credit quality indicators including trends related to (i) the risk grade of commercial loans, (ii) the level of classified commercial loans, (iii) net charge-offs, (iv) non-performing loans (see details above) and (v) the general economic conditions in the Company’s market.
The Company utilizes a risk grading matrix to assign a risk grade to each of its commercial loans. Loans are graded on a scale of 1 to 9. A description of the general characteristics of the 9 risk grades is as follows:
Risk Rating 1: Prime
Loans with a 1 risk rating are assets of high liquidity and minimal or very low risk. They are well structured loans to entities of unquestioned financial stature and credit strength. Borrowers possess a record of performance on past obligations which is long and unblemished. Loans so rated also include credit to a reasonably strong borrower fully and appropriately secured by liquid collateral of unquestioned value, such as bank certificates of deposit or savings accounts.
Risk Rating 2: Good
Loans with a 2 risk rating are assets of good liquidity and low risk. They are well-structured, self-liquidating loans to very sound borrowers who exhibit excellent liquidity and debt service ability. Borrowers possess a strong
			
		
capital position attributable to a long history of strong and stable earnings, significant unpledged assets, proven access to alternative financing, and a better than average payment history. They have a well-defined market and the potential for growth within that market.
Risk Rating 3: Standard
Loans with a 3 risk rating are assets of acceptable liquidity and low risk. Borrowers exhibit average credit strength, with no meaningful apparent financial, management or market weaknesses. Leverage and liquidity indicators are better than average, recent earnings and cash flow are positive and stable, and access to alternative financing sources is apparent. Borrowers are individuals/business enterprises who are financially sound, but whose liquidity, leverage or debt service ability are not quite the optimum exhibited by borrowers with a risk rating 2. If secured, these loans are supported by assets at better than adequate margins.
Commercial real estate loans with a 3 risk rating possess debt service coverage (“DSC”) and loan to value (“LTV”) ratios which significantly exceed lending policy standards. Such loans exceed conventional market terms for third party take-outs, and borrowers/guarantors exhibit substantial capacity for providing support if necessary.
Risk Rating 4: Acceptable
Loans with a 4 risk rating are assets of acceptable liquidity and acceptable risk. Borrowers demonstrate adequate earnings and debt service ability and exhibit normal leverage and liquidity indicators. Borrowers differ from low risk (risk rating 3) clients due to weaknesses in an area such as newness of company, marginal liquidity or leverage indicators, recent volatility in earnings, inability to sustain a major setback, or similar issues. Hence, these loans are supported by identified, independent and assured secondary repayment sources (e.g., collateral and/or guarantors). Loans may be unsecured but are likely secured by assets at margins appropriate for the collateral type, with realizable liquidation values. Guarantors, known to the Bank, demonstrate adequate capacity and proven responsibility.
Commercial real estate loans with a 4 risk rating possess DSC and LTV ratios which meet or are slightly better than loan policy standards. Such loans meet conventional market terms for third party take-outs, and feature borrowers/guarantors who are capable of providing support if necessary.
Risk Rating 5: Watch
Loans with a 5 risk rating are generally acceptable assets which reflect above average risk. Loans rated 5 warrant closer scrutiny by management than is routine, due to circumstances affecting the borrower, the borrower’s industry or the overall economic environment. Borrowers may reflect weaknesses such as inconsistent or weak earnings, break even or moderately deficit cash flow, thin liquidity, minimal capacity to increase leverage, or volatile market fundamentals or other industry risks. Such loans are typically secured by acceptable collateral, at or near appropriate margins, with realizable liquidation values.
Commercial real estate loans with a 5 risk rating may possess a DSC ratio which is positive but still short of lending policy standards, or an LTV ratio which exceeds lending policy but is less than 90%. Such loans may not meet conventional market terms and could require a higher risk lender for third party take-outs, and borrower’s/guarantor’s capacity to provide support, if necessary, could be marginal.
Risk Rating 6: Special Mention
Loans with a 6 risk rating are classified special mention. A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.
Borrowers may exhibit poor liquidity and leverage positions resulting from generally negative cash flow and/or negative trends in earnings. LTV ratio substantially exceeds normal standards, and access to alternative financing may be limited to finance companies for business borrowers and may be unavailable for commercial real estate borrowers.
			
		
Risk Rating 7: Substandard
Loans with a 7 risk rating are classified substandard. A substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets does not have to exist in individual assets classified as substandard.
Borrowers may exhibit recent or unexpected unprofitable operations, an inadequate DSC ratio, or marginal liquidity and capitalization. For commercial real estate loans with a 7 risk rating, the orderly liquidation of the debt is jeopardized due to lack of timely project completion, deficiency of project marketability, inadequate cash flow or collateral support, or failure of the project to meet economic expectations. Repayment of such loans may depend upon liquidation of collateral, or upon other credit risk mitigating factors. These loans require more intensive supervision by Bank management.
Risk Rating 8: Doubtful
Loans with an 8 risk rating are classified doubtful. An asset classified doubtful has all the weaknesses inherent in one that is classified substandard but with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonable specific pending factors which may work to the advantage and strengthening of the asset, and which are expected to be completed within a relatively short period of time, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral and refinancing plans. All assets classified as doubtful require a specific reserve of no less than 50%, are on non-accrual status, and necessitate a plan for liquidation.
Risk Rating 9: Loss
Loans with a 9 risk rating are classified loss. Assets classified losses are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather it is not practical or desirable to defer writing off this worthless asset even though partial recovery may be effected in the future. Long term recoveries should not be allowed while the asset remains booked. Losses should be taken in the period in which they surface as uncollectible. The bankruptcy of a borrower with an unsecured credit requires that the loss be taken immediately.
The following table presents the balances of classified loans by class of commercial loan as of December 31, 2012 and December 31, 2011. Classified loans include loans in Risk Grades 5, 6, 7, 8 and 9. The Company has no loans with a risk rating of 8 or 9 as of December 31, 2012 and December 31, 2011.
			
		
Allowance for Loan Losses. The allowance for loan losses is established through a provision for loan losses charged to expense, which represents management's best estimate of probable losses that have been incurred within the existing portfolio of loans. The allowance, in the judgment of management, is necessary to provide for estimated loan losses and risks inherent in the loan portfolio. The Company's allowance for loan loss methodology includes allowance allocations calculated in accordance with ASC Topic 310, Receivables and allowance allocations calculated in accordance with ASC Topic 450, Contingencies. Accordingly, the methodology is based on historical loss experience by type of credit and internal risk grade, specific homogeneous risk pools and specific loss allocations, with adjustments for current events and conditions. The Company's process for determining the appropriate level of the allowance for loan losses is designed to account for credit deterioration as it occurs. The provision for loan losses reflects loan quality trends, including the levels of and trends related to non-accrual loans, past due loans, potential problem loans, criticized loans and net charge-offs or recoveries, among other factors. The provision for loan losses also reflects the totality of actions taken on all loans for a particular period. The amount of the provision reflects not only the necessary increases in the allowance for loan losses related to newly identified criticized loans, but it also reflects actions taken related to other loans including, among other things, any necessary increases or decreases in required allowances for specific loans or loan pools.
The level of the allowance reflects management's continuing evaluation of industry concentrations, specific credit risks, loan loss experience, current loan portfolio quality, present economic, political and regulatory conditions and unidentified losses inherent in the current loan portfolio. Portions of the allowance may be allocated for specific credits; however, the entire allowance is available for any credit that, in management's judgment, should be charged off. While management utilizes its best judgment and information available, the ultimate adequacy of the allowance is dependent upon a variety of factors beyond the Company's control, including, among other things, the performance of the Company's loan portfolio, the economy, changes in interest rates and the view of the regulatory authorities toward loan classifications.
The Company's allowance for loan losses consists of three elements: (i) specific valuation allowances determined in accordance with ASC Topic 310 based on probable losses on specific loans; (ii) historical valuation allowances determined in accordance with ASC Topic 450 based on historical loan loss experience for similar loans with similar characteristics and trends, adjusted, as necessary, to reflect the impact of current conditions; and (iii) general valuation allowances determined in accordance with ASC Topic 450 based on general economic conditions and other qualitative risk factors both internal and external to the Company.
The allowances established for probable losses on specific loans are based on a regular analysis and evaluation of problem loans. Loans are classified based on an internal credit risk grading process that evaluates, among other things: (i) the obligor's ability to repay; (ii) the underlying collateral, if any; and (iii) the economic environment and industry in which the borrower operates. This analysis is performed at the relationship manager level for all commercial loans. When a loan has a calculated grade of 5 or higher, a special assets committee analyzes the loan to determine whether the loan is impaired and, if impaired, the need to specifically allocate a portion of the allowance for loan losses to the loan. Specific valuation allowances are determined by analyzing the borrower's ability to repay amounts owed, collateral deficiencies, the relative risk grade of the loan and economic conditions affecting the borrower's industry, among other things.
Historical valuation allowances are calculated based on the historical loss experience of specific types of loans and the internal risk grade of such loans at the time they were charged-off. The Company calculates historical loss ratios for pools of similar loans with similar characteristics based on the proportion of actual charge-offs experienced to the total population of loans in the pool over the prior twelve quarters. The historical loss ratios are updated quarterly based on actual charge-off experience. A historical valuation allowance is established for each pool of similar loans based upon the product of the historical loss ratio and the total dollar amount of the loans in the pool. The Company's pools of similar loans include similarly risk-graded groups of commercial and industrial loans, commercial real estate loans, consumer real estate loans and consumer and other loans.
General valuation allowances are based on general economic conditions and other qualitative risk factors both internal and external to the Company. In general, such valuation allowances are determined by evaluating, among other things: (i) the experience, ability and effectiveness of the Bank's lending management and staff; (ii) the effectiveness of the Bank's loan policies, procedures and internal controls; (iii) changes in asset quality; (iv) changes in loan portfolio volume; (v) the composition and concentrations of credit; (vi) the impact of competition on loan structuring and pricing; (vii) the effectiveness of the internal loan review function; (viii) the impact of environmental risks on portfolio risks; and (ix) the impact of rising interest rates on portfolio risk. Management evaluates the degree of risk that each one of these components has on the quality of the loan portfolio on a quarterly basis. Each component is determined to have either a high, moderate or low degree of risk. The results are then input into a general allocation matrix to determine an appropriate general valuation allowance.
			
		
Loans identified as losses by management, internal loan review and/or bank examiners are charged-off. Furthermore, consumer loan accounts are charged-off automatically based on regulatory requirements.
The following table discloses our investment in loans and the related allowance by loan portfolio segment, for loans collectively evaluated for impairment as of December 31.
			
		
The following table details charge-offs, recoveries and the provision for loan losses for the period ended December 31, 2012 and the allocation of the allowance for loan losses by portfolio as of December 31, 2012 and December 31, 2011. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.
Loans with a balance of approximately $105.6 million and $107.9 million were pledged as collateral to the Federal Home Loan Bank of Atlanta as of December 31, 2012 and December 31, 2011, respectively.
			
		
5. Credit Commitments
Outstanding loan commitments, unused lines of credit, and letters of credit were as follows as of December 31:
Loan commitments and lines of credit are agreements to lend to a customer as long as there is no violation of any condition to the contract. Loan commitments generally have interest rates fixed at current market amounts, fixed expiration dates, and may require payment of a fee. Lines of credit generally have variable interest rates. Such lines do not represent future cash requirements because it is unlikely that all customers will draw upon their lines in full at any time. Letters of credit are commitments issued to guarantee the performance of a customer to a third party.
The Company’s exposure to credit loss in the event of nonperformance by the borrower is the contract amount of the commitment. Loan commitments, lines of credit, and letters of credit are made on the same terms, including collateral, as outstanding loans. The Company is not aware of any accounting loss it would incur by funding the above commitments.
6. Related Party Transactions
The Company’s executive officers and directors, or other entities to which they are related, enter into loan transactions with the Bank in the ordinary course of business. The terms of these transactions are similar to the terms provided to other borrowers entering into similar loan transactions and do not involve more than normal risk of collectability. During the years ended December 31, 2012, 2011, and 2010, transactions in related party loans were as follows:
A director of the Company is a partner in a law firm that provides legal services to the Company and the Bank. During the years ended December 31, 2012, 2011 and 2010, amounts paid to the law firm in connection with those services were $119,385, $184,345 and $233,761, respectively.
A director of the Company is President of an insurance brokerage through which the Company and the Bank place various insurance policies. During the years ended December 31, 2012, 2011 and 2010, amounts paid to the insurance brokerage for insurance premiums were $121,571, $195,326 and $219,780, respectively.
			
		
A director of the Company is the Executive Vice President for a commercial real estate services company, through which the Company and the Bank contracted for brokerage, appraisal and management services. Contract payments totaling $2,385 in 2012, $2,498 in 2011 and $2,225 in 2010 were paid to the related party.
The Bank routinely enters into deposit relationships with its directors, officers and employees in the normal course of business. These deposits bear the same terms and conditions of those prevailing at the time for comparable transactions with unrelated parties. Balances of executive officer and director deposits as of December 31, 2012 and 2011 were $2.0 million and $2.1 million, respectively.
7. Premises and Equipment
A summary of premises and equipment is as follows as of December 31:
Depreciation and amortization of premises and equipment was $670,616, $682,008 and $670,999 for 2012, 2011 and 2010, respectively. The company records capitalized software in other assets. Amortization of software was $57,649, $56,269 and $61,560 for 2012, 2011 and 2010, respectively.
			
		
8. Deposits
9. Borrowed Funds
Borrowed funds consist of securities sold under repurchase agreements, federal funds purchased, and borrowings from the FHLB. Securities sold under repurchase agreements are securities sold to the Bank’s customers under a continuing “roll-over” contract and mature in one business day. The underlying securities sold are federal agency securities that are segregated from the Company’s other investment securities. Federal funds purchased are unsecured, overnight borrowings from other financial institutions.
The Company has external sources of funds through the Federal Reserve Bank (FRB) and Federal Home Loan Bank of Atlanta (FHLB), which can be drawn upon when required. At December 31, 2012, the line of credit at FHLB based on qualifying loans pledged as collateral was $54.0 million. The Company can also pledge securities at the FRB and FHLB and borrow approximately 97% of the fair market value of the securities. The Company had
			
		
$8.4 million of securities pledged at the FHLB, $872,493 of securities pledged at the FRB and an additional $2.9 million of unpledged securities. Using these securities as collateral, the Company’s subsidiary, Carrollton Bank, could borrow a total of $11.8 million. Outstanding borrowings at the FHLB were $1.9 million at December 31, 2012. Additionally, the Company has an unsecured federal funds line of credit of $5.0 million and a $10.0 million secured federal funds line of credit with other institutions. The secured federal funds line of credit would require Carrollton Bank to transfer securities pledged at the FHLB or FRB to the institutions before Carrollton Bank could borrow against the lines. There was no balance outstanding under these lines at December 31, 2012. These lines bear interest at the current federal funds rate of the correspondent banks.
10. Other noninterest Expenses
			
		
11. Preferred Stock
On February 13, 2009, as part of the Troubled Asset Relief Program (“TARP”) Capital Purchase Program, the Company entered into a Letter Agreement, and the related Securities Purchase Agreement - Standard Terms (collectively, the ‘‘Purchase Agreement’’), with the United States Department of the Treasury (‘‘Treasury’’), pursuant to which the Company issued (i) 9,201 shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, liquidation preference $1,000 per share (‘‘Series A Preferred Stock’’), and (ii) a warrant to purchase 205,379 shares of the Company’s common stock, par value $1.00 per share. The Company raised $9,201,000 through the sale of the Series A Preferred Stock that qualifies as Tier 1 capital. The Series A Preferred Stock pays cumulative dividends at a rate of 5% per annum until February 15, 2014. Beginning February 16, 2014, the dividend rate will increase to 9% per annum. Dividends are payable quarterly. The redemption of the Series A Preferred Stock requires prior regulatory approval.
The warrant is exercisable in whole or in part at $6.72 per share at any time on or before February 13, 2019. Treasury has agreed not to exercise voting power with respect to any shares of common stock issued upon exercise of the warrant.
The Series A Preferred Stock and the warrant were issued in a transaction exempt from registration pursuant to Section 4(2) of the Securities Act of 1933, as amended. The Company registered for resale the warrant and the shares of common stock underlying the warrant on February 13, 2009. Neither the Series A Preferred Stock nor the warrant is subject to any contractual restrictions on transfer.
The Purchase Agreement also subjects the Company to certain of the executive compensation limitations included in the Emergency Economic Stabilization Act of 2008 (the ‘‘EESA’’) and the American Recovery and Reinvestment Act of 2009. As a condition to the closing of the transaction, the Company’s Senior Executive Officers, as defined in the Purchase Agreement each: (i) voluntarily waived any claim against the Treasury or the Company for any changes to such Senior Executive Officer’s compensation or benefits that are required to comply with the regulation issued by the Treasury under the TARP Capital Purchase Program as published in the Federal Register on October 20, 2008, and acknowledging that the regulation may require modification of the compensation, bonus, incentive and other benefit plans, arrangements and policies and agreements (including so called ‘‘golden parachute’’ agreements) as they relate to the period the Treasury holds any equity or debt securities of the Company acquired through the TARP Capital Purchase Program; and (ii) entered into an amendment to Messrs. Altieri and Jewell and Mrs. Stokes’ employment agreements that provide that any severance payments made to such officers will be reduced, as necessary, so as to comply with the requirements of the TARP Capital Purchase Program.
The Treasury’s current consent was required for any increase in the common dividends per share until February 13, 2012, unless prior to such date, the Series A preferred stock was redeemed in whole or the Treasury had transferred all of the Series A Preferred Stock to third parties.
The Company previously notified Treasury that it would not make the quarterly dividend payments on the Series A Preferred Stock issued to Treasury under the TARP Capital Purchase Program due after February 15, 2011. Under the terms of the Series A Preferred Stock, dividend payments are cumulative and failure to pay dividends for six dividend periods would trigger board appointment rights for the holder of the TARP preferred stock. The Company has deferred seven quarterly dividend payments since February 15, 2011. As a result, as of December 31, 2012, the Company is $805,087 in arrears on dividend payments on the Series A Preferred Stock. The dividend has been accrued and reflected as a reduction in retained earnings. The Company accrues interest payable on the dividend in arrears.
12. Stock Options
At the Company’s annual stockholders’ meeting on May 15, 2007, the 2007 Equity Plan was approved. Under this plan, 500,000 shares of the Common Stock of the Company were reserved for issuance. Also, in accordance with the 2007 Equity Plan, 300 shares of unrestricted Company common stock are issued to each non-employee director in May of each year. One director receives cash in lieu of stock due to restrictions by his/her employer on receiving stock of a company. Also, in accordance with the 2007 Equity Plan, 300 shares are awarded to each new director as of the effective date of their acceptance onto the board. No new grants will be made under the 1998 Long Term Incentive Plan. However, incentive stock options issued under this plan will remain outstanding until exercised or until the tenth anniversary of the grant date of such options.
The 1998 Long Term Incentive Plan provided for the granting of common stock options to directors and key employees. In 2004, the stockholders approved increasing the number of shares available for grant under the Plan from 210,000 shares to 300,000 shares. These stock option awards contained a serial feature whereby one third of the options granted vest and can be exercised after each year. Option prices were equal to the estimated fair market
			
		
value of the common stock at the date of the grant. Options expire ten years after the date of grant or upon employee termination if not exercised.
Information with respect to options outstanding is as follows for the years ended December 31:
As a result of adopting ASC Topic 718 on January 1, 2006, incremental stock- based compensation expense recognized was $496 during 2010. No stock based compensation expense was recognized in 2012 and 2011. As of December 31, 2012, there was no unrecognized compensation expense related to nonvested stock options because all options were fully vested. No options were exercised in 2012, 2011 or 2010.
As of December 31, 2012, the weighted average exercise price of shares underlying options currently exercisable was $15.36 per share. No options were granted in 2012, 2011 or 2010.
13. Net Income per Share
			
		
14. Capital Standards
The Company and the Bank are subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary action taken by regulators that, if undertaken, could have a direct material effect on the Company’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting procedures. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined) to risk-weighted assets (as defined), and of Tier 1 capital to average assets (as defined). Management believes, as of December 31, 2012, that the Bank meets all capital adequacy requirements to which it is subject. As of December 31, 2012, the most recent notification from the Federal Reserve Bank and the FDIC categorized the Company and the Bank as “well capitalized” under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes would change the Company’s or the Bank’s category.
			
		
15. Retirement Plans
In the year ended December 31, 2006, the Company adopted ASC Topic 715, Employers’ Accounting for Defined Benefit Pension and Other Postretirement Plans, which requires the recognition of the funded status of defined benefit postretirement plans and related disclosures.
Effective December 31, 2004, the Company froze the Defined Benefit Pension Plan. Participant benefits stopped accruing as of the date of the freeze. No new participants entered the Plan after December 31, 2004. The following table sets forth the financial status of the Plan as of and for the years ended December 31:
There are no net transaction obligations (assets), prior service costs (credits) or estimated net losses (gains) for the Plan that are expected to be amortized from accumulated other comprehensive income into net periodic benefit cost over the next fiscal year.
			
		
Benefits expected to be paid from the Plan are as follows:
The estimated contribution to be made by the Company to the Plan in 2013 is $364,105. The Plan’s investment strategy is predicated on its investment objectives and the risk and return expectations of asset classes appropriate for the Plan. Investment objectives have been established by considering the Plan’s liquidity needs and time horizon and the fiduciary standards under ERISA. The asset allocation strategy is developed to meet the Plan’s long- term needs in a manner designed to control volatility and to reflect the Company’s risk tolerance.
In determining the long-term rate of return on pension plan assets assumption, the target asset allocation is first reviewed. An expected long-term rate of return is assumed for each asset class, and an underlying inflation rate assumption is also made. The effects of asset diversification and periodic fund rebalancing are also considered. As of December 31, 2012, 2011 and 2010, the fair value of plan assets were measured using Level 2 inputs.
The Company has a contributory thrift plan qualifying under Section 401(k) of the Internal Revenue Code. Employees with three months of service are eligible for participation in the Plan. In conjunction with the curtailment of the pension plan, the Company expanded the thrift plan to make it a Safe Harbor Plan. Prior to June 1, 2011, if an employee had been at the Company for one year, the Company would contribute 3% of the employee’s salary to the Plan for the employee’s benefit. The Company also matched 50% of the employee 401(k) contribution up to 6% of employee compensation. The Safe Harbor contribution and matching contribution were terminated as a cost saving measure effective June 1, 2011. Contributions to this Plan, included in employee benefit expenses, were $0, $190,119 and $420,865 for 2012, 2011 and 2010, respectively.
16. Contingencies
The Company is involved in various legal actions arising from normal business activities. Management believes that the ultimate liability or risk of loss resulting from these actions will not materially affect the Company’s financial position or results of operations.
			
		
17. Income Taxes
On January 1, 2007, the Company adopted the ASC 740, Accounting for Uncertainty in Income Taxes. The Company has no adjustments to report with respect to the effect of adoption of ASC 740.
The components of income tax expense are as follows for the years ended December 31:
The components of the deferred tax benefits were as follows for the years ended December 31:
			
		
The components of the net deferred tax asset were as follows for the years ended December 31:
The differences between the federal income tax rate of 34 percent and the effective tax rate for the Company are reconciled as follows:
The Company has recorded a valuation allowance for a capital loss carryforward that may not be realized. The capital loss carryforward will expire in 2015. The Company has not recorded any valuation allowance against the remainder of the net deferred tax asset, based on the Company’s assessment that it is more likely than not that the deferred tax asset will be realized in future periods. In evaluating the Company’s ability to realize its net deferred tax asset, the Company considers all available positive and negative evidence, including operating results, ongoing tax planning, and forecasts of future taxable income. As of December 31, 2012, the Company does not have a net operating loss carryforward. The significant effect on the federal income tax rate of 159.1% in 2012 compared to 22.0% in 2011 results from Merger costs incurred in 2012 that are non-deductible for tax purposes in 2012.
18. Lease Commitments
The Company leases various branch and general office facilities to conduct its operations. The leases have remaining terms which range from a period of 1 year to 20 years. Most leases contain renewal options which are generally exercisable at increased rates. Some of the leases provide for increases in the rental rates at specified times during the lease terms, prior to the expiration dates.
			
		
The leases generally provide for payment of property taxes, insurance, and maintenance costs by the Company. The total rental expense for all real property leases amounted to $1,421,906, $1,406,822, and $1,318,739 for 2012, 2011, and 2010, respectively.
Lease obligations will require minimum rental payments as follows:
19. Parent Company Financial Information
The balance sheets as of December 31, 2012 and 2011 and statements of income and cash flows for Carrollton Bancorp (Parent Only) for 2012, 2011, and 2010, are presented below:
			
		
20. FAIR VALUE AND FINANCIAL INSTRUMENTS
The fair value of an asset or liability is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability.
The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and
			
		
sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.
In estimating fair value, the Company utilizes valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, accounting guidance establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, and other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The Company uses the following methods and significant assumptions to estimate fair value for financial assets and financial liabilities:
Securities available for sale: The fair value of securities available for sale are determined by obtaining quoted prices on nationally recognized securities exchanges. If quoted market prices are not available, fair value is determined using quoted market prices for similar securities. When the market for securities is indeterminable due to inactive trading or when the few observable transactions and market quotations that are available are not reliable for determining fair value, an income valuation approach technique (present value technique) that maximizes the use of relevant observable inputs and minimizes the use of unobservable inputs provides an equally or more representative fair value than the market approach valuation used at prior measurement dates. Equity securities are reported at fair value using Level 1 inputs.
Loans held for sale: The fair value of loans held for sale is determined, when possible, using quoted secondary-market prices. If no such quoted pricing exists, the fair value of a loan is determined using quoted prices for a similar asset or assets, adjusted for the specific attributes of that loan, including the current interest rate of similar loans.
Impaired loans and foreclosed real estate: Nonrecurring fair value adjustments to loans and foreclosed real estate reflect full or partial write-downs that are based on the loan’s or foreclosed real estate’s observable market price or current appraised value of the collateral. Since the market for impaired loans and foreclosed real estate is not active, loans or foreclosed real estate subjected to nonrecurring fair value adjustments based on the current appraised value of the collateral will be classified as Level 3 due to the type of asset and the inputs to the valuation. Appraisals are used to determine impairment and these appraisals are based on a market approach incorporating a dollar-per-square-foot multiple. Appraisals require significant adjustments to market-based valuation inputs or apply an income approach based on unobservable cash flows to measure fair value.
			
		
The following assets are measured at fair value on a recurring basis as of the respective dates:
During 2012, the Company recognized $847,196 of other-than-temporary impairment charges related to two debt securities and one equity security.
The following table reconciles the beginning and ending balances of available for sale securities measured at fair value on a recurring basis using significant unobservable (Level 3) inputs during the years ended December 31.
Certain other assets are measured at fair value on a nonrecurring basis. Adjustments to fair value usually result from application of lower of cost or fair value accounting or write-downs of individual assets due to impairment. For assets measured at fair value on a nonrecurring basis during 2012 and 2011 that were still held in the balance sheet at period end, the following table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets at period end.
			
		
During 2012, the Company recognized losses related to certain assets that are measured at fair value on a nonrecurring basis (i.e. loans and loans held for sale). Losses related to loans of $1.2 million were recognized as charge-offs for loan losses. There were write-downs of $1,514,565 on properties that remain in foreclosed real estate, as well as $54,872 of losses on the sale of the foreclosed real estate.
During 2011, the Company recognized losses related to certain assets that are measured at fair value on a nonrecurring basis. Approximately $1.8 million of losses related to loans were recognized as charge-offs to the allowance for loan losses and $886,000 of write downs and losses on disposal of foreclosed real estate properties were recognized as other operating expenses. During 2011, there were no losses related to loans held for sale accounted for at the lower of cost or fair value.
The following methods and assumptions were used to estimate the fair value of each class of financial instrument.
Investment Securities
The fair values of securities held to maturity and securities available for sale are based upon quoted market prices or dealer quotes. Level 3 of the fair value hierarchy was used to determine fair value of Trust Preferred securities because the market for these securities at December 31, 2012 and 2011 was not active.
Loans held for sale
The fair value of residential mortgage loans originated for sale is estimated by discounting future cash flows using current rates for which similar loans would be made to borrowers with similar credit histories.
Loans, net
The fair value of loans receivable is estimated by discounting future cash flows using current rates for which similar loans would be made to borrowers with similar credit histories.
			
		
Deposit liabilities
The fair value of demand deposits and savings accounts is the amount payable on demand. The fair value of fixed maturity certificates of deposit is estimated using the rates currently offered for deposits of similar remaining maturities. The estimated fair value of deposits does not take into account the value of the Company’s long-term relationships with depositors, commonly known as core deposit intangibles, which are separate intangible assets, and not considered financial instruments. Nonetheless, the Company would likely realize a core deposit premium if its deposit portfolio were sold in the principal market for such deposits.
Advances from the FHLB
The fair value of long-term FHLB advances is estimated by discounting the value of contractual cash flows using rates currently offered for advances with similar terms and remaining maturities.
Commitments to extend credit, standby letters of credit and financial guarantees written
The Company charges fees for commitments to extend credit. Interest rates on loans for which these commitments are extended are normally committed for periods of less than one month. Fees charged on standby letters of credit and other financial guarantees are deemed to be immaterial and these guarantees are expected to be settled at face amount or expire unused. It is impractical to assign any fair value to these commitments.
The estimated fair values of financial instruments that are reported at amortized cost in the Company’s consolidated balance sheets, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value, were as follows:
21. New Authoritative Accounting Guidance
In June 2011, FASB issued ASU No. 2011-05, "Comprehensive Income (Topic 220)-Presentation of Comprehensive Income" which amended disclosure guidance related to comprehensive income. The amendment requires that all nonowner changes in stockholders' equity be presented in either a single continuous statement of comprehensive income or in two separate but consecutive statements. The amendment also requires entities to present, on the face of the financial statements, reclassification adjustments for items that are reclassified from other comprehensive income to net income in the statement or statements where components of net income and the components of other comprehensive income are presented. The option to present components of other comprehensive income as part of the consolidated statement of changes in stockholders' equity was eliminated. The amendments in this update are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011. Adoption of this guidance did not have a material impact on our consolidated results of operations or financial condition.
			
		
In May 2011, the FASB issued ASU 2011-04, "Fair Value Measurement (Topic 820) - Amendments to Achieve Common Fair Value Measurements and Disclosure Requirements in U.S. GAAP and IFRSs." ASU 2011- 04 amends Topic 820, "Fair Value Measurements and Disclosures," to converge the fair value measurement guidance in U.S. generally accepted accounting principles and International Financial Reporting Standards. ASU 2011-04 clarifies the application of existing fair value measurement requirements, changes certain principles in Topic 820 and requires additional fair value disclosures. This guidance was effective for annual periods beginning after December 15, 2011, and did not have a material impact on our consolidated results of operations or financial condition.
In December 2011, the FASB issued ASU 2011-12 “Comprehensive Income (Topic 220) - Deferral of the Effective Date for Amendments to the Presentation of Reclassifications of Items Out of Accumulated Other Comprehensive Income in Accounting Standards Update No. 2011-05.” ASU 2011-12 defers changes in ASU No. 2011-05 that relate to the presentation of reclassification adjustments to allow the FASB time to redeliberate whether to require presentation of such adjustments on the face of the financial statements to show the effects of reclassifications out of accumulated other comprehensive income on the components of net income and other comprehensive income. ASU 2011-12 allows entities to continue to report reclassifications out of accumulated other comprehensive income consistent with the presentation requirements in effect before ASU No. 2011-05. All other requirements in ASU No. 2011-05 are not affected by ASU No. 2011-12. ASU 2011-12 became effective for the Company on January 1, 2012 and did not have a significant impact on the Company’s financial statements.
22. Consolidated Quarterly Results of Operations (Unaudited)
			
		
			
		
Item 9.
Item 9. Changes in and Disagreements With Accountants On Accounting and Financial Disclosure
There have been no changes in or disagreements with accountants on accounting and financial disclosure during 2012.
Item 9A.
Item 9A. Controls and Procedures
Evaluation of Disclosure Controls and Procedures. We maintain disclosure controls and procedures that are designed to ensure that information required to be disclosed by us in reports we file or submit under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in the rules and forms of the SEC, and that such information is accumulated and communicated to our management, including the Chief Executive Officer and Vice President and Controller, as appropriate, to allow timely decisions regarding required disclosure. Management necessarily applied its judgment in assessing the costs and benefits of such controls and procedures which, by their nature, can provide only reasonable assurance regarding management’s control objective.
We carried out an evaluation, under the supervision and with the participation of our management, including our Chief Executive Officer and Vice President and Controller, of the effectiveness of the design and operation of our disclosure controls and procedures pursuant to Exchange Act Rule 13a-15, as of the end of the fiscal period covered by this report on Form 10-K. Based upon that evaluation, each of our Chief Executive Officer and our Vice President and Controller concluded that our disclosure controls and procedures are effective as of December 31, 2012.
Management’s Report on Internal Control over Financial Reporting. Management is responsible for establishing and maintaining adequate internal control over financial reporting as such term is defined in Exchange Act Rule 13a-15(f). The Company’s internal control over financial reporting is designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles. Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may be inadequate because of changes in conditions, or the degree of compliance with the policies or procedures may deteriorate.
Under the supervision and with the participation of the Company’s Chief Executive Officer and Vice President and Controller, management conducted an evaluation of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2012 based on the framework in Internal Control - Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management concluded that the Company’s internal control over financial reporting was effective as of December 31, 2012.
Changes in Internal Control over Financial Reporting. In connection with our evaluation, no change was identified in our internal control over financial reporting that occurred during the fourth quarter of 2012 that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
Item 9B.
Item 9B. Other Information
None.
Part III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance
Board of Directors
Set forth below are the names, ages, and certain other information about our Directors as of the date of this annual report:
Robert J. Aumiller is 64 and has been a director of the Company and the Bank since 2001.
			
		
Mr. Aumiller is an Attorney and is President and General Counsel of Mackenzie Commercial Real Estate Services LLC, a commercial real estate brokerage and development company, and has been with the company since 1983. For more than 25 years, Mr. Aumiller has been involved in brokerage and real estate development of various commercial real estate projects. He was admitted to the Maryland State bar in 1973. Mr. Aumiller currently serves on the board of Keswick Multicare Center, Inc. and Goodwill Industries of the Chesapeake, Inc.
The Board of Directors of Carrollton Bancorp and Carrollton Bank each believe that Mr. Aumiller’s qualifications for serving on their Board of Directors include his experience as both a commercial and residential developer, which gives him valuable insight into the sector in which we originate a large portion of our loans, as well as his entrepreneurial, financial and operational expertise. Mr. Aumiller serves as Chairman of the Loan Committee.
Steven K. Breeden * is 54, is a member of the Nominating Committee and has been a director of the Company since 2001 and the Bank since 1994.
Mr. Breeden is currently a managing member of Security Development LLC and related real estate and development companies, a position he has held since 1980. Mr. Breeden is a director of the Home Builders Association of Maryland and the Maryland Community Builders Foundation boards. He has previously served on various charitable boards including The Columbia Foundation and Leadership Howard County Boards of Trustees. Mr. Breeden has an undergraduate degree from Carnegie Mellon University and a Masters in Finance from Loyola University Maryland.
The Board of Directors of Carrollton Bancorp and Carrollton Bank each believe that Mr. Breeden’s qualifications for serving on their Board of Directors include his knowledge of the Bank’s business and operations as a result of his years of service as a director of the Company and the Bank and his involvement for more than 30 years in most aspects of real estate development, with a concentration in complex financing, of thousands of residential lots, and dozens of strip centers and apartments throughout the Baltimore area, with a concentration in Howard County. This experience has allowed him to develop an extensive understanding of the real estate industry and market conditions in one of the areas in which we originate mortgage loans. With continuing ownership interests in many real estate product types, Mr. Breeden brings his financial and real estate expertise to the board as he is in touch with the financial and housing markets daily.
Albert R. Counselman is 64, and has been a director of the Company since 2001 and the Bank since 1985.
Mr. Counselman has been Chairman of the Company since 2002. He has been an Executive Officer, Chairman and CEO of RCM&D, one of the 50 largest independent commercial insurance agency/brokerage firms in the U.S., for more than 40 years. Mr. Counselman holds a BA from University of Notre Dame and the CPCU (Chartered Property Casualty Underwriter) designation from the American Institute for CPCU. He served as Chairman of St. Agnes HealthCare for five years and as a board member for 25 years. Mr. Counselman is the past Chairman and a current board member of the Council of Insurance Agents and Brokers. He is also Vice President and founding director of PAR, Ltd., a public reinsurance company domiciled in Bermuda. Mr. Counselman is the former Chairman of Ascension Health’s Investment Committee and a former member of its Finance Committee (retired from both December 2011) and the former Chairman of the Maryland Hospital Association (retired June 2011).
The Board of Directors of Carrollton Bancorp and Carrollton Bank each believe that Mr. Counselman’s qualifications for serving on their Board of Directors include (i) his extensive knowledge of the Bank’s history, business and operations, as well as the risks facing the industry, as a result of his long tenure as a director, (ii) his extensive experience as a business owner, senior executive and director of several significant insurance and risk management organizations, which provides the Board with management, strategic and operational knowledge, (iii) his considerable experience as a director of numerous organizations, including hospitals, which provides the Board with insight into board governance and fiduciary duty matters, and (iv) his knowledge of the business community as an active and involved resident of Baltimore City and County for more than 40 years, which assists the Bank in its marketing efforts.
Harold I. Hackerman * is 61, is a member of the Compensation Committee and the Audit Committee and has been a director of the Company and the Bank since 2002.
Mr. Hackerman has been President of Ellin & Tucker, a certified public accounting firm, since 2008, Vice President from 1984 to 2008, and has provided audit, accounting and consulting services since 1973. He is also a director and officer of a charitable institution. He is a director of the Lexington National Insurance Company. Mr. Hackerman is our designated audit committee financial expert.
Mr. Hackerman’s extensive public accounting experience has given him a thorough understanding of financial regulations applicable to Carrollton Bank and Carrollton Bancorp, and he brings valuable insight as to accounting-related matters such as internal controls, which makes him an appropriate choice to serve on the Board of Directors of both the Bank and Carrollton Bancorp.
William L. Hermann * is 71, is a member of the Audit Committee and Compensation Committee and has been a director of the Company and the Bank since 2006.
Mr. Hermann is a retired certified public accountant; and, since 1981, the founder and Chief Executive Officer of William L. Hermann, Inc., a financial management and consulting company. He is a member of the Finance Committee of the General German Aged People’s Home of Baltimore and Augsburg Lutheran Home of Maryland as well as a director and Audit Committee Chairman of Security Title Guarantee Corporation of Baltimore. From 1989 to 2005, Mr. Hermann served as director and Chairman of the Audit Committee and Asset Liability Management Committee with Columbia Bancorp and as CEO of Glenmore Permanent Building and Loan Association, Inc. from 1971 to 1989.
			
		
The Board of Directors of Carrollton Bancorp and Carrollton Bank each believe that Mr. Hermann’s qualifications for serving on their Board of Directors include his 40 plus years of banking experience, which has given him extensive knowledge of our business as well as the risks, challenges and opportunities facing the Bank and our industry, and his long-standing presence in the local business community that helps us in our marketing efforts.
David P. Hessler * is 56, is a member of the Nominating Committee and the Compensation Committee and has been a director of the Company since 2001 and the Bank since 1999.
Mr. Hessler has been President and CEO of Eastern Sales and Engineering, an electrical contracting and service maintenance firm, since 1987 and was Vice President from 1986 to 1987. Mr. Hessler has been Vice President of Advanced Petroleum Equipment, a distributorship, since its inception in 1998. He was formerly an Engineer for Environmental Elements Corporation, a Baltimore based pollution equipment manufacturer from 1979-1986. He started in manufacturing, and then was selected into the “Skunk Works” value engineering team, where he received valuable analysis training at Perdue University. He has a BSME from the University of Virginia and a Masters of Finance from Loyola University in Maryland. Mr. Hessler volunteers as a Mechanical Engineering Mentor for the First Robotics Team #3534 Boys Latin School, Maryland.
The Board of Directors of Carrollton Bancorp and Carrollton Bank each believe that Mr. Hessler’s qualifications for serving on their Board of Directors include his expertise in engineering and construction, his varied education in science, finance and management and his experience owning and operating a small business in our market area, which brings significant management, strategic and operational knowledge to the Board.
Howard S. Klein * is 54, is a member of the Audit Committee and has been a director of the Company since 2001 and the Bank since 1999.
Mr. Klein has been Vice President and General Counsel for Klein’s ShopRite Markets of Maryland, a family-operated chain of seven full-service supermarkets since 1987. Mr. Klein principally focuses on company personnel matters, risk management practices, treasury, financing and cash management systems, land use and development, governmental matters and public relations. The supermarket company is a member of the Wakefern Food Cooperation, a retail food cooperative with combined sales exceeding $12.8 billion in 2010. Mr. Klein’s responsibilities at Wakefern include the Retail Insurance Committee, InsureRite Board of Directors, the Government Relations Committee and the WakePac Board of Directors and the Retail HR Committee. Mr. Klein also serves as the managing member of several related companies which develop, own and operate the family’s real property assets. Prior to joining his family-owned businesses, Mr. Klein was a practicing attorney-at-law, specializing in real property, land development and general corporate matters. Mr. Klein is currently a member of the Board of Trustees at the McDonogh School (Owings Mills, Maryland).
The Board of Directors of Carrollton Bancorp and Carrollton Bank each believe that Mr. Klein’s qualifications for serving on their Board of Directors include his perspectives on servicing and financing closely-held businesses, his experience with land use and development, employment practices and the retail sector, risk management and insurance, customer and associate satisfaction and his general familiarity with both for-profit and not-for-profit board functions and fiduciary duties and responsibilities as a result of his position with ShopRite Markets and the other experiences discussed above.
Charles E. Moore, Jr. * is 63, is a member of the Audit Committee and the Nominating Committee and has been a director of the Company and the Bank since 2001.
Mr. Moore is currently the co-founder, Vice President and CFO of Caspian International, a drywall production company based in San Pedro Sula, Honduras, a position he has held since 2007. Previously, he was the co-founder, President and CFO of TelAtlantic Communications, Inc., a consolidation of rural telephone companies across the United States from 1999 through 2007. Prior to this time, Mr. Moore was a senior financial executive with Verizon Communications. He currently serves on the Board of Trustees of McDaniel College in Westminster, Maryland and on the Board of Directors of the Anne Arundel Medical Center Foundation in Annapolis, Maryland. He also serves as President of the Council on Finance and Administration (CFA) of the Baltimore-Washington Annual Conference of the United Methodist Church in Columbia, Maryland, on the Board of Directors of United Methodist Insurance, Inc. and as a director of the General Council on Finance and Administration (GCFA) of the United Methodist Church in Nashville, Tennessee. In addition, he is a former director and President of the Independent College Fund of Maryland, former director of the General German Aged People’s Home of Baltimore (aka Edenwald) and Director-Emeritus of the Council for Economic Education of Maryland.
Each of the Boards of Directors of Carrollton Bancorp and Carrollton Bank believe that Mr. Moore’s qualifications for serving on their Board of Directors include his more than 29 years of experience as a chief financial manager in multiple business units of a major publicly traded company, which has provided him with extensive management and operational knowledge that is valuable to the Boards. In addition, Mr. Moore has gained significant experience in launching several start-up companies both here in the United States and in Central America. This experience involved the raising of millions of dollars of capital (debt and equity) to fund these new ventures.
Bonnie L. Phipps * is 64, is a member of the Audit Committee and has been a director of the Company and the Bank since 2009.
Ms. Phipps has been President and CEO of St. Agnes Healthcare since December 2005. Prior to that, Ms. Phipps was President and CEO of St. Joseph’s Health System in Atlanta, Georgia. She has held various positions in the healthcare field since 1974. She is a CPA and a Fellow in the Healthcare Financial Management Association. Ms. Phipps is currently a member of the Board of Directors of the YMCA of Central Maryland, Charlestown
			
		
Community, Inc., and the Center Club and served on the Board of Directors of HomeBanc, Inc. from 2005 to 2008. She was named one of the Top 100 Women in Maryland in 2008 and 2010. She is also a member of the Baltimore County Revenue Authority.
The Board of Directors of Carrollton Bancorp and Carrollton Bank each believe that Ms. Phipps’ qualifications for serving on their Board of Directors include her significant financial and management experience as a Chief Financial Officer and Chief Executive Officer.
John Paul Rogers is 77 and has been a director of the Company since 2001 and the Bank since 1970.
Mr. Rogers has been Chairman of the Board of the Bank since February 1994. He is a former partner of the firm of Rogers, Moore and Rogers, LLP, counsel to the Bank, from which he retired in 1992. Mr. Rogers served as Senior Title Officer of The Security Title Guarantee Corporation of Baltimore from May 1991 until 1992 and also served as Executive Vice President from March 1979 to March 1989 and as President from March 1989 to May 1991. He has testified before the Maryland Legislature on issues involving title insurance and as an expert on real property matters in both Federal and State courts. Mr. Rogers serves as Vice President of Moreland Memorial Park Cemetery and was Vice President of Maryland Mortgage Company from 1970 to 1992. He served as a director of the Augusta Savings and Loan.
The Board of Directors of Carrollton Bancorp and Carrollton Bank each believe that Mr. Rogers’ qualifications to serve on the Board at this time include his extensive knowledge of the Bank’s history, business and operations, as well as the risks facing the industry, as a result of his long tenure with the Company and the Bank as a director and as Chairman of the Board. Further, Mr. Rogers has demonstrated qualities of leadership, experience and dedication which qualify him to serve on the Boards.
W. Charles Rogers, III is 57 and has been a director of the Company and the Bank since 2008.
Mr. Rogers is a partner in the law firm of Rogers, Moore and Rogers, LLP and counsel to the Bank and has been since 1992. The firm is located in Baltimore, Maryland and specializes in representing lenders in commercial transactions, in handling both residential and commercial real estate transactions, and loan workouts and collections. He has been a director of The Security Title Guarantee Corporation of Baltimore since 1983, and was President from 1993 until 2003. Mr. Rogers has been a director of Maryland Mortgage Company since 1983. Also, he has been Corporate Secretary and a director of Moreland Memorial Park Cemetery, Inc. since 1986. Moreland is located in Baltimore County and has six employees and over $600,000 in annual sales. Mr. Rogers is a director of the National Aquarium in Baltimore.
The Board of Directors of Carrollton Bancorp and Carrollton Bank each believe that Mr. Rogers’ qualifications for serving on their Board of Directors include his legal and small business management expertise and his many years of representation of the Bank.
* Denotes a Director that the Board of Directors has determined is “independent” as defined under the applicable rules and listing standards of the NASDAQ Stock Market LLC.
Executive Officers; Key Employees
Certain information regarding executive officers and key employees of the Company and Bank other than those previously mentioned is set forth below:
Executive Officers who are not Directors:
Robert A. Altieri - Mr. Altieri, age 51, has been President and Chief Executive Officer of both the Bank and Company since his appointment in February 2001. Mr. Altieri was previously the Senior Vice President/Lending of the Bank since June 1994, and Vice President - Commercial Lending since September 1991.
Key Employees:
Michael J. Camiel - Mr. Camiel, age 59, has been Senior Vice President - Chief Credit Officer since March 2007. He was previously Vice President - Chief Credit Officer from March 2003 to March 2007. Prior to joining the Bank, Mr. Camiel was a Relationship Manager with Maryland Department of Business and Economic Development from June 1999 to March 2003.
Gary M. Jewell - Mr. Jewell, age 66, has been Senior Vice President - Electronic Banking since July 1998. He was previously Senior Vice President and Retail Delivery Group Manager from March 1996 to July 1998. Prior to joining the Bank, Mr. Jewell was Director of Product Management and Point of Sale Services for the MOST EFT network in Reston, Virginia from March 1995 to March 1996.
Deanna L. Lintz - Mrs. Lintz, age 44, has been Senior Vice President - Branch Administration since March 2007. She was previously Relationship Manager/Business Banking for M&T Bank from February 2006 to March 2007 where she managed a portfolio of commercial customers and developed new commercial business. Ms. Lintz held a similar position at Provident Bank from September 2004 to February 2006. Prior to September 2004, Ms. Lintz spent 14 years with Bank of America where she held a variety of positions.
Beatrice McQuarrie - Ms. McQuarrie, age 56, became principal accounting officer of the Company effective upon the departure of Mark Semanie on January 18, 2013, who had previously served as our chief financial officer. Ms. McQuarrie has served as a Vice President and Controller since December 2011 and served as interim controller from August 2011 to December 2011. Prior to joining the Company, Ms. McQuarrie worked at Wall Street Institute from 2005 to 2011 as Director Accounting Operations. Prior to those positions, she had over ten years experience in accounting-related positions in the banking industry, five years with Maryland Environmental Services (State of
			
		
Maryland quasi agency) and over five years as public school business administrator. Ms. McQuarrie holds active certifications as CPA, CMA, and CGMA.
David L. Seyler - Mr. Seyler, age 51, joined the Company in April 2010 as Vice President/Cash Management and was promoted to Senior Vice President/Cash Management and Operations in January 2011. Prior to April 2010, Mr. Seyler held the position of Vice President/Cash Management and Branch Administration with Bradford Bank for two years where he managed the Branch Administration group and was responsible for the development, management and sales of all retail and commercial products. Mr. Seyler was a Vice President/Transaction Processing with Mercantile from 1998 to 2007 where he managed the daily operations of their Transaction Processing Department. From 1988 to 1998 Mr. Seyler was an Assistant Vice President of Operations at Provident Bank. He started his banking career as an Operations Manager with First American Bank of Washington from 1983 to 1988.
Lola B. Stokes - Mrs. Stokes, age 55, has been Senior Vice President and Compliance/CRA Director of the Bank since June 2006. She was previously Senior Vice President in charge of Bank Secrecy Act at Provident Bank since January 2005. Prior to that, Mrs. Stokes held the position of Vice President of Compliance at Carrollton Bank from July 2000 to January 2005.
Family Relationships
Mr. John Paul Rogers is the uncle of Mr. W. Charles Rogers, III. Mr. Howard S. Klein is married to the niece of Mr. John Paul Rogers and first cousin of W. Charles Rogers, III. Otherwise, there are no family relationships between our directors and our executive officers.
Audit Committee
The Company has a separately-designated standing audit committee of its Board of Directors in accordance with Section 3(a)(58)(A) of the Exchange Act. The audit committee is composed of Mr. Moore, Chairman, Messrs. Hackerman, Hermann and Klein and Ms. Phipps.
Code Of Ethics
The Company has a Code of Ethics that applies to all of its employees and directors with a specific code applicable to the Chief Executive Officer and the Chief Financial Officer. The codes of ethics are posted on the Company’s website at www.carrolltonbank.com. The Company intends to disclose on its web site the nature of any future amendments to and waivers of the Code of Ethics that apply to the Chief Executive Officer, the Chief Financial Officer, the Controller and persons performing similar functions.
Item 11.
Item 11. Executive Compensation
Overview of Compensation Program
The Company’s executive compensation program is designed to:
·
Align the financial interests of the executive officers with the long-term interests of the Company’s stockholders;
·
Attract and retain high performing executive officers to lead the Company to greater levels of profitability; and
·
Motivate and incent executive officers to attain the Company’s earnings and performance goals.
The compensation program for the Company’s executive officers has four primary components:
·
base salary;
·
annual incentive awards;
·
long-term equity-based awards; and
·
employee benefits and perquisites.
The Compensation Committee has the authority to obtain the advice and assistance of legal or independent compensation consulting firms as it deems desirable or appropriate. In developing the compensation program for 2012, the Compensation Committee conducted a review of the executive compensation program.
Our compensation philosophy is to pay conservatively competitive base salaries based on individual experience, Company and individual performance, and personal contributions to the organization and its goals. Short-term incentives, generally payable in cash, and long-term incentives, generally provided through equity -based awards, are targeted to be competitive but depend more heavily upon Company performance than does base pay. Total compensation and accountability are intended to increase with position and responsibility.
The Company recognizes that executives have significant influence on the overall financial results of the Company and aligns the financial interests of the executive officers with the long-term interests of the stockholders by using equity-based awards that increase in value as stockholder value increases and by choosing financial measures and goals for cash incentive compensation that are based on the key measures that drive the financial performance of the Company.
			
		
Base Salary
We believe that competitive base salaries are necessary to attract and retain high performing executive officers. In determining base salaries, the Compensation Committee considers the executive’s qualifications and experience, scope of responsibilities and future potential, the goals and objectives established for the executive and the executive’s past performance, as well as competitive salary practices at other financial institutions.
The Compensation Committee compared the proposed compensation of Mr. Altieri, our Chief Executive Officer, with independent published studies reflecting compensation information of the peer group commercial banking institutions participating in the study and with the compensation of executive officers of other banking institutions, based on proxy information covering institutions comparable to the Company in terms of criteria including the nature and quality of operations, or geographic proximity. This group included financial institutions having high returns on assets, capital significantly in excess of that required by current federal regulations, and located within a 100 mile radius of Columbia, Maryland so as to include companies operating in a comparable economic climate. No target was established in the comparison with this group of institutions. A similar process was used for determining compensation of other named executive officers. This review revealed that Mr. Altieri’s compensation is competitive with the compensation of the executive officers in the group.
Annual Incentive Plan
All of our Named Executive Officers, as defined below, participate in our bonus plan. The bonus plan encourages executive officers to work together as a team to achieve specific annual financial goals. The bonus plan is designed to motivate our executive officers to achieve strategic goals, strengthen links between pay and the performance of the Company and align management’s interests more closely with the interests of the stockholders.
The plan is designed to pay out a cash reward based on pre-established key performance indicators, which also has a minimum net income trigger that must be met before payouts may be made. The key performance indicators are:
·
Growth as measured by gross loans, noninterest bearing accounts, and interest-bearing accounts and repurchase agreements;
·
Pricing/profitability as measured through net interest margin, fee and service charge income;
·
Quality as measured through non-performing assets and net charge offs; and
·
Productivity as measured through efficiency ratio.
Incentives are calculated based on budget and business plan goals as measured by the key performance indicators. For 2012, the budgeted amounts were approved on December 28, 2011 by the Board of Directors. No payouts were made in 2012 based on Company performance for the year ended December 31, 2011, and no payouts will be made in 2013 based on Company performance for the year ended December 31, 2012.
Other Bonuses
In 2012, Mr. Jewell received $57,750 in performance based payments in accordance with the terms of his employment agreement. These increases were deemed to be appropriate based upon the profitable operation of the business unit run by Mr. Jewell.
Equity Plan
The 2007 Equity Plan was approved at our 2007 annual meeting of stockholders. All of our Named Executive Officers are eligible to receive equity awards under the 2007 Equity Plan. The purpose of long-term compensation arrangements is to more closely align the financial interests of the executive officers with the long-term interests of our stockholders. Vesting schedules for equity based awards also encourage officer retention. The 2007 Equity Plan provides for a variety of different types of compensation arrangements, such as stock options, restricted stock, stock appreciation rights, restricted performance stock, unrestricted stock and performance unit awards, all of which increase in value as the value of our common stock increases. No grants have been made to Named Executive Officers under the 2007 Equity Plan since 2009. The Compensation Committee recommends, in its discretion, the form and number of equity-based awards and the full Board of Directors approves the awards. The 2007 Equity Plan prescribes that, upon a change in control, all outstanding awards automatically become fully vested upon such change in control, all restrictions, if any, with respect to such awards, will lapse, and all performance criteria, if any, with respect to such awards, will be deemed to have been met in full. Currently, there are no outstanding awards under the 2007 Equity Plan. The 2007 Equity Plan provides for automatic annual grants of 300 shares of unrestricted stock of the Company to each non-employee director serving on the Board of Directors on the date of the annual meeting of the stockholders. No grants were made to executive officers in 2012 under the 2007 Equity Plan as a result of the restrictions associated with the America Recovery and Reinvestment Act of 2009, discussed below, and the operating results of the Company.
Impact of Participation in Troubled Asset Relief Program
As discussed above under “Item 1. Business,” on February 13, 2009, Carrollton Bancorp issued 9,201 shares of Series A Preferred Stock and a warrant to purchase 205,379 shares of common stock to Treasury pursuant to the TARP Capital Purchase Program.
The America Recovery and Reinvestment Act of 2009 imposed significant new requirements for and restrictions relating to the compensation arrangement of financial institutions that received government funds through TARP. The restrictions apply until a participant repays the funds received through TARP. These restrictions include: (i) a
			
		
requirement that we recover any bonus payments made to senior executive officers, as defined in applicable Treasury regulations (“SEOs”), and the next 20 most highly compensated employees if the bonus payment is based on materially inaccurate financial statements or any other materially inaccurate financial metric criteria; (ii) a prohibition on our making any payment to SEOs and the next five most highly-compensated employees in connection with a departure from the Company for any reason (a “golden parachute payment”) (except for payments for services performed or benefits accrued); (iii) a prohibition on the payment or accruing of bonuses, retention awards or incentive compensation to our highest compensated employee, currently our President and Chief Executive Officer, with an exception for long-term restricted stock that does not fully vest while Treasury holds an interest in the Company and has a value not exceeding 1/3 of the employee’s annual compensation, other than payments pursuant to a written employment agreement executed on or before February 11, 2009; and (iv) a requirement that we adopt, post on our website and provide to Treasury and our regulators a company-wide excessive or luxury expenditures policy. We are in compliance with all of these requirements.
In addition, the Compensation Committee is required to conduct a risk assessment of the Company's SEO compensation plans at least every six months, and to annually provide to Treasury and its primary regulator certification that it has taken all reasonable efforts to limit unnecessary risks posed by such plans and an explanation of how the compensation plans do not encourage unnecessary and excessive risks that threaten our value. We have provided these certifications and explanations as required.
			
		
			
		
The following table shows all outstanding equity awards held by the Named Executive Officers as of December 31, 2012.
Employment Agreements
On February 13, 2009, as part of the TARP Capital Purchase Program, the Company entered into a Letter Agreement, and the related Securities Purchase Agreement - Standard Terms (collectively, the “Purchase Agreement”), with Treasury, pursuant to which the Company issued 9,201 shares of Series A Preferred Stock and a warrant to purchase 205,379 shares of the Company’s common stock.
Under the terms of EESA, in order for the Company to participate in the TARP Capital Purchase Program each SEO of the Company and the Bank signed a waiver pursuant to which they voluntarily waived any claim against the United States or the Company for any changes to his or her compensation or benefits that are required to comply with the regulation issued by the Treasury Department as published in the Federal Register on October 20, 2008. Each SEO Employment Agreement was amended to: (a) incorporate all provisions required for compliance with the executive compensation provisions and regulations of the EESA (the “EESA Executive Compensation Provisions”); and (b) modify such provisions of such SEO Employment Agreements which are inconsistent with or in violation of the EESA Executive Compensation Provisions and the regulations promulgated thereunder, to the extent necessary to comply with the EESA Executive Compensation Provisions and the regulations promulgated thereunder.
Without limiting the generality of the foregoing, the provisions of Section 6 of each SEO Employment Agreement were modified to provide that anything contained therein to the contrary notwithstanding, the Company or the Bank, as applicable, or any “acquiring institution” (as such term is used in each of the SEO Employment Agreements) would not be required to make any payment or provide any benefit to the SEO which would constitute a “golden parachute payment” in violation of Section 111(b)(2)(C) of EESA and the regulations promulgated thereunder. The amendments to the SEO Employment Agreements will cease to be of any force or effect if and when Treasury ceases to hold an equity or debt position in the Company acquired under the TARP Capital Purchase Program and the Company and the Bank are no longer required to comply with the relevant provisions of the EESA and the regulations promulgated thereunder.
On June 8, 2010, the Bank entered into an amended and restated employment agreement with Gary M. Jewell, Senior Vice President, Electronic Banking. The term of the agreement is considered to have begun on June 8, 2007, the effective date of Mr. Jewell’s original employment agreement, and terminates on December 31, 2013. The agreement provides for an annual base salary of $165,000, subject to annual review and increase by the Board of Directors, and Mr. Jewell may also receive a cash or non-cash bonus to be determined by the Board of Directors. In addition, Mr. Jewell will receive a cash bonus if the Bank’s annual Point of Sale revenue during the calendar year is equal to or exceeds $1.0 million. The bonus ranges from 25% of the gross revenues from Point of Sale transactions if such revenues equal at least $1,000,000 and less than $1.3 million and up to 35% of the gross revenues of Point of Sale transactions for revenues exceeding $2.0 million in any calendar year. Mr. Jewell is also entitled to participate in such other bonus, incentive, and other executive compensation programs as are made available to the Bank’s senior management and all other benefits made available to similarly situated employees, and is entitled to a Bank-provided car. The agreement terminates upon Mr. Jewell’s death or by mutual written agreement, or upon Mr. Jewell’s permanent disability, as described in the agreement. In addition, Mr. Jewell may terminate the agreement for any reason with 30 days’ notice, and the Bank can terminate the agreement for cause as described in the
			
		
agreement or without cause upon 30 days’ notice. If the Bank terminates Mr. Jewell without cause and a change in control, as defined in the agreement, has not occurred, he will be entitled to receive his then current monthly salary for 24 months and at the expiration of such 24- month period, he shall receive for the next six months 65% of the monthly salary he was receiving at the time of his termination. Mr. Jewell will also be entitled to continue participation in all Bank-sponsored benefit plans he was participating in at the time of his termination, to the extent such participation is permitted under applicable law, rules and regulations. If the Bank terminates the agreement without cause and a change in control has occurred or in connection with the anticipation of a change in control, Mr. Jewell is entitled to a lump sum payment equal to the excess of (i) 2.99 times his average annual compensation over (ii) the aggregate present value, as determined for federal income tax purposes, of all other payments to Mr. Jewell in the nature of compensation that are treated for federal income tax purposes as contingent on the change in control. The agreement also includes confidentiality, non-compete and non-solicitation provisions. Mr. Jewell is also required to conduct a search for an additional person to be hired by the Bank who Mr. Jewell believes can succeed him and to train such person during the term of the agreement.
In addition, in May 2011 the Company and the Bank entered into an executive retention agreement with Mr. Jewell pursuant to which Mr. Jewell was granted 10,000 restricted shares of the Company’s common stock. The shares of restricted stock vest, and any restrictive legends will be removed, on February 28, 2013, provided that if the Company or the Bank merges with or is sold to another entity, the shares of restricted stock will vest, and any restrictive legends will be removed, immediately prior to the effective date of any such merger or sale. Mr. Jewell will not be entitled to receive the shares of restricted stock if his employment is terminated for cause, as defined in his employment agreement, or he voluntarily terminates his employment prior to the award of such shares. Further, if Mr. Jewell voluntarily terminates his employment or Mr. Jewell is terminated for cause, any shares not vested revert back to the Company.
Mr. Jewell’s employment agreement has been amended as described above under “Impact of Participation in Troubled Asset Relief Program.”
On March 5, 2013, the Bank entered into Retention Bonus Agreement (the “Retention Agreement”) with Robert
A. Altieri, the Bank’s Chief Executive Officer. Under the terms of the Retention Agreement, Mr. Altieri will
receive a retention bonus of $85,000 (the “Retention Bonus”) within five business days of the earlier to occur of (1)
the closing of the transactions contemplated by the Merger Agreement and (ii) April 30, 2013 (the “Trigger Date”).
In each case, the receipt of the Retention Bonus is subject to Mr. Altieri’s continuous employment with the Bank
through the date on which the Retention Bonus becomes payable, except as described in the following sentence. If
Mr. Altieri’s employment with the Bank is terminated by the Bank, other than for “Cause” as defined in the
Retention Agreement, or Mr. Altieri terminates his employment with the Bank due to his death or disability prior to
the Trigger Date, Mr. Altieri will receive the full Retention Bonus. If Mr. Altieri’s employment is terminated by the
Bank for “Cause” or by Mr. Altieri for any reason (other than due to his death or disability) prior to the Trigger
Date, Mr. Altieri will not receive any portion of the Retention Bonus.
The Company has a contributory thrift plan (“Thrift Plan”) qualifying under Section 401(k) of the Internal Revenue Code. Employees with three months of service are eligible for participation in the Thrift Plan. Prior to June 2011, participants that had been employed at the Company for one year received a Company contribution of 3% of the employee’s salary to the Thrift Plan for the employee’s benefit. Also, the Company matched 50% of the employee’s 401(k) contribution up to 6% of the employee’s compensation. These Company contributions were suspended effective June 1, 2011. All Named Executive Officers participated in the Thrift Plan in 2011 and received matching funds. Such amounts attributable to each Named Executive Officer are included in all other compensation in the summary compensation table.
Potential Payments Upon Termination As OF December 31, 2013
The table below represents the lump sum maximum amount Gary M. Jewell would have been eligible to receive under his employment agreement upon a change in control or if his employment was terminated under one of the various scenarios described below as of December 31, 2012. Benefits payable under the Company’s defined benefit/pension plan or 401(k) Plan are not included. Also, the amounts shown in this table do not reflect the termination payment limitations pursuant to our participation in the TARP CCP which will have the effect of reducing or eliminating any severance and change in control payments which we may make to the Named Executive Officers for so long as we remain subject to such limitations.
			
		
Tax and Accounting Implications
Section 162(m) of the Internal Revenue Code generally disallows a tax deduction by publicly held companies for compensation paid to the Chief Executive Officer and the four most highly compensated executive officers other than the Chief Executive Officer, to the extent that total compensation exceeds $1 million per covered officer in any taxable year. A provision of EESA and Treasury Department regulations now limit the Company’s tax deduction for compensation paid to any SEO to $500,000 annually. The $1 million limitation previously applied only to compensation which was not considered to be performance-based. Compensation deemed paid by the Company in connection with disqualifying dispositions of incentive stock option shares or exercises of non-qualified stock options and stock appreciation rights granted under the 2007 Equity Plan qualifies as performance-based compensation for purposes of Section 162(m) if the grants were made by a committee of “outside directors” as defined under Section 162(m). As discussed above, however, a provision of EESA eliminated the exclusion for performance-based compensation for purposes of Section 162(m) for the Company.
While we anticipate that any compensation deemed paid by us in connection with disqualifying dispositions of incentive stock option shares or exercises of non-qualified stock options and stock appreciation rights will qualify as performance-based compensation for purposes of Section 162(m), based on the provisions of EESA, such compensation will nevertheless be taken into account for purposes of the $500,000 limitation. Accordingly, all compensation deemed paid with respect to those stock options should no longer be deductible by us without limitation under Section 162(m) of the Internal Revenue Code. Compensation paid by us in connection with restricted stock, restricted performance stock, unrestricted stock and performance unit awards may be taken into account for purposes of the $500,000 limitation unless the non-employee director or key employee is not subject to Section 162(m) at the time the compensation is taken into account for purposes of Section 162(m).
During 2012, none of the Company’s SEOs received total compensation in excess of $500,000 and accordingly, all compensation paid to the Company’s SEOs should be deductible by the Company without limitation under Section 162(m) of the Internal Revenue Code.
			
		
			
		
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
The following table sets forth, as of March 8, 2013, certain information concerning shares of our common stock of beneficially owned by: (i) the named executive officers of the Company and the Bank as listed in the summary compensation table below; (ii) all current directors of the Company and the Bank; (iii) all directors and executive officers of the Company as a group; and (iv) each other person that we believe own in excess of 5% of the outstanding common stock.
* Less than 1%
(1) Unless otherwise indicated, the named person has sole voting and investment power with respect to all shares. With respect to each person or group, percentages are calculated based on the number of shares beneficially owned, including shares that may be acquired by such person or group within 60 days of March 8, 2013 upon the exercise of stock options, warrants or other purchase rights.
(2) Includes 1,232 shares owned jointly by Mr. Altieri and his wife, 204 shares Mr. Altieri holds as trustee for minor children under the Maryland Uniform Gifts to Minors Act, and 10,000 shares subject to fully vested and exercisable options to purchase shares.
(3) Includes 15,000 shares subject to fully vested and exercisable options to purchase shares.
(4) Includes 11,776 shares owned jointly by Mr. Aumiller and his wife and 2,100 shares subject to fully vested and exercisable options to purchase shares.
(5) Includes 29,661 shares owned jointly by Mr. Breeden and his wife and 2,520 shares subject to fully vested and exercisable options to purchase shares.
(6) Includes 1,260 shares subject to fully vested and exercisable options to purchase shares and includes 27,028 shares owned by Mr. Counselman’s wife.
(7) Includes 7,904 shares owned jointly by Mr. Hackerman and his wife, and 2,520 shares subject to fully vested and exercisable options to purchase shares.
			
		
(8) Includes 630 shares subject to fully vested and exercisable options to purchase shares.
(9) Includes 210 shares owned jointly by Mr. Hessler and his wife, 2,520 shares subject to fully vested and exercisable options to purchase shares and excludes 2,000 shares owned solely by his wife, as to which Mr. Hessler disclaims beneficial ownership.
(10) Includes 2,079 shares Mr. Klein holds as trustee for minor children under the Maryland Uniform Gifts to Minors Act and 1,260 shares subject to fully vested and exercisable options to purchase shares.
(11) Includes 630 shares subject to fully vested and exercisable options to purchase shares. Also includes 18,000 shares owned by Mr. Moore’s wife and 6,689 shares of which Mrs. Moore has voting control as a personal representative of an estate.
(12) Includes 2,520 shares subject to fully vested and exercisable options to purchase shares. Also includes 300 shares owned by The Security Title Guarantee Corporation of Baltimore and 9,981 shares owned by Maryland Mortgage Company of which Mr. Rogers is a principal stockholder. Mr. Rogers’ address is c/o Carrollton Bancorp, 7151 Columbia Gateway Drive, Suite A, Columbia, Maryland, 21046.
(13) Includes 300 shares owned by The Security Title Guarantee Corporation of Baltimore of which William C. Rogers, III is a stockholder and Director. Also includes 1,181 shares Mr. Rogers holds as custodian for his children. Includes 13,015 shares owned by the Moreland Memorial Park Bronze Perpetual Care Trust Fund, 47,470 owned by the Moreland Memorial Park Perpetual Care Fund, 9,981 shares owned by Maryland Mortgage Company of which William C. Rogers, III is Vice President and Director and 5,995 shares owned by HEWI Partnership of which Mr. Rogers is an owner/partner. Also includes 9,529 shares of which Mr. Rogers has voting control as a trustee of three trusts.
(15) Based upon information contained in a Schedule 13G/A filed with the SEC on January 7, 2013, Mr. Rogers has shared investment and voting power over 206,929 shares. He has sole investment and voting power over 5,365 shares which includes 2,100 shares subject to fully vested and exercisable options to purchase shares.
			
		
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director Independence
Certain Relationships and Related Transactions
During the past year the Company, through the Bank, has had banking transactions in the ordinary course of its business with: (i) its directors and nominees for directors; (ii) its executive officers; (iii) its 5% or greater stockholders; (iv) members of the immediate family of its directors, nominees for directors or executive officers and 5% stockholders; and (v) the associates of such persons on substantially the same terms, including interest rates, collateral, and repayment terms on loans, as those prevailing at the same time for comparable transactions with unrelated persons. The extensions of credit by the Company, through the Bank, to these persons have not had and do not currently involve more than the normal risk of collectability or present other unfavorable features. Outstanding loans exist to Robert J. Aumiller, David P. Hessler, Charles E. Moore, Jr., and William C. Rogers, III and their related companies which were made on substantially the same terms, including interest rates and collateral, as those prevailing at the time for comparable transactions with others not considered insiders, and did not involve more than the normal risk of collectability or present other unfavorable features. At December 31, 2012, the balance of loans outstanding to directors, executive officers, owners of 5% or more of our outstanding common stock, and their associates, including loans guaranteed by such persons, aggregated $685,301 which represented approximately 2.12% of the Company’s equity capital accounts.
William C. Rogers, III, a director of both the Company and the Bank, is a partner of the law firm of Rogers, Moore and Rogers, which performs legal services for the Bank and Bank subsidiaries (CFS and CCDC). Management believes that the terms of these transactions, which totaled approximately $119,385 in 2012, were at least as favorable to the Company as could have been obtained elsewhere.
Albert R. Counselman, a director of both the Company and the Bank, is President and Chief Executive Officer of Riggs, Counselman, Michaels & Downes, Inc., an insurance brokerage firm through which the Company, the Bank, and Bank subsidiaries place various insurance policies. The Company and the Bank paid total premiums for insurance policies placed by Riggs, Counselman, Michaels & Downes, Inc. in 2012 of approximately $121,571. Management believes that the terms of these transactions were at least as favorable to the Company as could have been obtained elsewhere.
Robert J. Aumiller, a director of both the Company and the Bank, is President and General Counsel for Mackenzie Commercial Real Estate Services, a brokerage and real estate development firm, through which the Company and the Bank paid approximately $2,385 in 2012 for appraisal, construction, brokerage and property management services. Management believes that the terms of these transactions were at least as favorable to the Company as could have been obtained elsewhere.
We use the following guidelines to determine the impact of a credit relationship on a director’s independence. We consider extensions of credit which comply with Federal Reserve Regulation O to be consistent with director independence. In other words, we do not consider normal, arm’s-length credit relationships entered into in the ordinary course of business to negate a director’s independence.
Regulation O requires such loans to be made on substantially the same terms, including interest rates and collateral, and following credit-underwriting procedures that are no less stringent than those prevailing at the time for comparable transactions by the Company with other persons not related to the lender. Such loans also may not involve more than the normal risk of repayment or present other unfavorable features. Additionally, no event of default may have occurred (that is, such loans are not disclosed as non-accrual, past due, restructured, or potential problems). The Audit Committee must review and approve any credit to a director or his or her related interests and submit such transaction to the full Board of Directors for approval.
In addition, we do not consider as independent for the purpose of voting on any such loans any director who is also an executive officer of a company to which we have extended credit unless such credit meets the substantive requirements of Regulation O. Similarly we do not consider independent any director who is an executive officer of a company that makes payments to, or receives payments from, the Company for property or services in an amount which, in any fiscal year, is greater than 2% of such director’s company’s consolidated gross revenues.
Director Independence
On February 28, 2013, the Board of Directors determined that, with the exception of Mr. Aumiller, Mr. John Paul Rogers, Mr. W. Charles Rogers, III and Mr. Counselman, all members of the Board are “independent” directors, as that term is defined in the listing standards of the NASDAQ Stock Market LLC (the “Listing Standards”). The following directors are not considered independent because each of them, or an entity for which he serves as an officer, director or partner, engages in business transactions with the Company and/or the Bank. Mr. Aumiller is the President and General Counsel for a commercial real estate services company, through which the Company and the Bank contracted for brokerage, appraisal and management services. Mr. W. Charles Rogers, III is a partner in a law firm that provides legal services to the Bank. Mr. John Paul Rogers is the uncle of W. Charles Rogers, III. Mr. Counselman is President of an insurance brokerage firm through which the Company and the Bank place various insurance policies. The Board believes that the NASDAQ independence requirements contained in the Listing Standards provide the appropriate standard for assessing director independence and thus uses these requirements in assessing the independence of each of its members. In making its determination with respect to the independence of each Director, the Board did not consider any transactions by our Directors that are approved under our guidelines with respect to credit relationships as more fully described in the section of this Proxy Statement entitled “Certain Relationships and Related Transactions,” unless such transaction resulted in a per se independence disqualification
			
		
under the NASDAQ independence rules. There were no transactions considered by the Board of Directors in determining that our directors were independent that are not discussed in such section.
Item 14.
Item 14. Principal Accounting Fees and Services
Audit Fees of Rowles & Company, LLP for 2012 and 2011 consisted of professional services rendered for the audit of the Company’s annual consolidated financial statements included in the Company’s Form 10-K and the review of the consolidated financial statements included in the Company’s Quarterly Reports on Form 10-Q.
Audit- Related Fees incurred in 2012 and 2011 include charges related to the Company’s defined benefit plan audit and the Company’s 401(K) plan audit.
Tax Fees in 2012 and 2011 represent tax services for tax compliance, tax advice, tax planning and income tax return preparation.
The Audit Committee’s policy is to pre-approve all audit and permitted non-audit services in compliance with Section 10A(i)(1)(1)(B) of the Exchange Act. The Audit Committee has reviewed summaries of the services provided and the related fees and has determined that the provision of non-audit services is compatible with maintaining the independence of Rowles & Company, LLP.
			
		
Part IV
Item 15.
Item 15. Exhibits, Financial Statement Schedules
						
						
3.
Exhibits
						
						
						
						
Exhibit
Number
Description
2.1
Agreement and Plan of Merger dated as of April 8, 2012 by an among Carrollton Bancorp, Jefferson Bancorp, Inc. and Financial Services Partners Fund I, LLC (12)
2.2
First Amendment to Agreement and Plan of Merger dated as of May 7, 2012 by an among Carrollton Bancorp, Jefferson Bancorp, Inc. and Financial Services Partners Fund I, LLC (13)
2.3
Letter Agreement, dated December 20, 2012, Carrollton Bancorp, Jefferson Bancorp, Inc., and Financial Service Partners Fund I, LLC (14)
2.4
Second Amendment to Agreement and Plan of Merger dated as of February 28, 2013 by and among Carrollton Bancorp, Jefferson Bancorp, Inc. and Financial Services Partners Fund I, LLC (15)
3.1(i)
Articles of Incorporation of Carrollton Bancorp (9)
3.1(ii)
Articles of Amendment of Carrollton Bancorp (9)
3.1(iii)
Articles Supplementary of Carrollton Bancorp (9)
3.2(i)
Amended and Restated By-Laws of Carrollton Bancorp (16)
3.2(ii)
Amendment No. 1 to Bylaws of Carrollton Bancorp (9)
4.1
Form of Stock Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A (1)
4.2
Warrant to Purchase 205,379 Shares of Common Stock of Carrollton Bancorp (1)
10.1
Executive Retention Agreement dated May 23, 2011 by and between Carrollton Bank and Carrollton Bancorp and Gary M. Jewell (5)+
10.2
Description of Robert A. Altieri employment arrangement+
10.3
Description of Mark A. Semanie employment arrangement+
10.4
Voting Agreement dated as of April 8, 2012, among Financial Services Partners Fund I, LLC, Jefferson Bancorp, Inc. and certain stockholders of Carrollton Bancorp (12)
10.5
Retention Bonus Agreement between Carrollton Bank and Robert A. Altieri, dated March 5, 2013 (17)+
10.7
Lease dated July 19, 1988, by and between Northway Limited Partnership and The Carrollton Bank of Baltimore (2)
			
		
10.9
Lease dated October 11, 1994, by and between Ridgeview Associates Limited Partnership and Carrollton Bank (3)
10.18
Lease dated November 4, 2003, by and between Hickory Crossing, LLC and Carrollton Bank (10)
10.20
Lease dated January 13, 2006, by and between Scotts Corner LLLP and Carrollton Bank (10)
10.21
Lease dated April 27, 2006, by and between Arbutus Shopping Center Limited Partnership and Carrollton Bank (10)
10.22
Amended and Restated Employment agreement with Gary M. Jewell dated June 8, 2010 (4)+
10.23
Lease dated August 13, 2007, by and between Tarragon, Inc. and Carrollton Bank (10)
10.25
Employment agreement with Lola B. Stokes (6)+
10.27
Lease dated September 8, 2008 by and between Gateway 38 LLC and Carrollton Bancorp (8)
10.28
Letter Agreement and related Securities Purchase Agreement - Standard Terms, dated February 13, 2009 between Carrollton Bancorp and United States Department of the Treasury (1)
10.29
Form Waiver executed by each of Robert A. Altieri, Gary M. Jewell, and Lola B. Stokes (1)
10.30
Lease dated December 30, 2010, by and between 9515 Deereco Road, LLC and Carrollton Mortgage Services, Inc. (11)
21.1
Subsidiaries of Carrollton Bancorp
23.1
Consent of Independent Registered Public Accounting Firm
31.1
Certification by the Principal Executive Officer required by Exchange Act Rule 13-a-14(a)
31.2
Certification by Principal Financial Officer required by Exchange Act Rule 13-a-14(a)
32.1
Certification by the Principal Executive Officer required by Exchange Act Rule 13a-14(b)
32.2
Certification by the Principal Financial Officer required by Exchange Act Rule 13a-14(b)
99.1
Certification of Chief Executive Officer under EESA Section 111(b)(4)
99.2
Certification of Chief Financial Officer under EESA Section 111(b)(4)
Interactive Data Files pursuant to Rule 405 of Regulation S-T.*
+ Management compensatory arrangement
*Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
(1)
Incorporated by reference to the Registrant’s Form 8-K filed 2/17/2009 (File No.: 000-23090).
(2)
Incorporated by reference from Registration Statement dated January 12, 1990, on SEC Form S-4 (1933 Act File No.: 33-33027).
						
(3)
Incorporated by reference from Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994, (1934 Act File No.: 0-23090).
(4)
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed 11/12/2010 (File No.: 000-23090).
(5)
Incorporated by reference to the Registrant’s Form 8-K filed 5/25/2011 (File No.: 000-23090).
			
		
						
(6)
Incorporated by reference to the Registrant’s Form 8-K filed 10/24/2007 (File No.: 000-23090).
						
(7)
Incorporated by reference to the Registrant’s Form 8-K filed 11/8/2007 (File No.: 000-23090).
(8)
Incorporated by reference to the Registrant’s Form 8-K filed 9/30/2008 (File No.: 000-23090).
(9)
Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2008, filed 3/10/2009 (File No.: 000-23090).
						
(10)
Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2009, filed March 25, 2010 (File No.: 000-23090).
(11)
Incorporated by reference to the Registrant’s Form 8-K filed 2/7/2011 (File No.: 000-23090).
(12)
Incorporated by reference to the Registrant’s Form 8-K filed 4/10/12 (File No.: 000-23090).
(13)
Incorporated by reference to the Registrant’s Form 8-K filed 5/7/2012 (File No.: 000-23090).
(14)
Incorporated by reference to the Registrant’s Form 8-K filed 12/21/2012 (File No.: 000-23090).
(15)
Incorporated by reference to the Registrant’s Form 8-K filed 3/4/13 (File No.: 000-23090).
						
						
(16)
Incorporated by reference to the Registrant’s Form 8-K filed 1/25/13 (File No.: 000-23090).
						
						
(17)
Incorporated by reference to the Registrant’s Form 8-K filed 3/11/2013 (File No.: 000-23090).
Signatures
Pursuant to the requirement of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
CARROLLTON BANCORP
(Registrant)
						
						
						
MarMarch 13, 2013
By: /s/ Robert A. Altieri
Robert A. Altieri
President and Chief Executive Officer
Pursuant to the requirements of Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
						
						
						
						
MarMarch 13, 2013
By: /s/ Robert A. Altieri
Robert A. Altieri
President and Chief Executive Officer
MarMarch 13, 2013
By: /s/Beatrice S. McQuarrie
Beatrice S. McQuarrie
Vice President and Controller
Board of Directors
MarMarch 13, 2013
By: /s/ Robert J. Aumiller
Robert J. Aumiller
Director
MarMarch 13, 2013
By: /s/ Steven K. Breeden
Steven K. Breeden
Director
Mar March 13, 2013
By: /s/ Albert R. Counselman
Albert R. Counselman
Chairman of the Board
MarMarch 13, 2013
By: /s/ Harold I. Hackerman
Harold I. Hackerman
Director
MarMarch 13, 2013
By: /s/ William L. Hermann
William L. Hermann
Director
MarMarch 13, 2013
By: /s/ David P. Hessler
David P. Hessler
Director
MarMarch 13, 2013
By: /s/ Howard S. Klein
Howard S. Klein
Director
			
		
						
						
						
MarMarch 13, 2013
By: /s/ Charles E. Moore, Jr.
Charles E. Moore, Jr.
Director
MarMarch 13, 2013
By: /s/ Bonnie L. Phipps
Bonnie Phipps
Director
MarMarch 13, 2013
By: /s/ John Paul Rogers
John Paul Rogers
Director
MarMarch 13, 2013
By: /s/ William C. Rogers, III
William C. Rogers, III
Director
			
		
Exhibit Index
						
						
Exhibit
Number
Description
2.1
Agreement and Plan of Merger dated as of April 8, 2012 by an among Carrollton Bancorp, Jefferson Bancorp, Inc. and Financial Services Partners Fund I, LLC (12)
2.2
First Amendment to Agreement and Plan of Merger dated as of May 7, 2012 by an among Carrollton Bancorp, Jefferson Bancorp, Inc. and Financial Services Partners Fund I, LLC (13)
2.3
Letter Agreement, dated December 20, 2012, Carrollton Bancorp, Jefferson Bancorp, Inc., and Financial Service Partners Fund I, LLC (14)
2.4
Second Amendment to Agreement and Plan of Merger dated as of February 28, 2013 by and among Carrollton Bancorp, Jefferson Bancorp, Inc. and Financial Services Partners Fund I, LLC (15)
3.1(i)
Articles of Incorporation of Carrollton Bancorp (9)
3.1(ii)
Articles of Amendment of Carrollton Bancorp (9)
3.1(iii)
Articles Supplementary of Carrollton Bancorp (9)
3.2(i)
Amended and Restated By-Laws of Carrollton Bancorp (16)
3.2(ii)
Amendment No. 1 to Bylaws of Carrollton Bancorp (9)
4.1
Form of Stock Certificate for Fixed Rate Cumulative Perpetual Preferred Stock, Series A (1)
4.2
Warrant to Purchase 205,379 Shares of Common Stock of Carrollton Bancorp (1)
10.1
Executive Retention Agreement dated May 23, 2011 by and between Carrollton Bank and Carrollton Bancorp and Gary M. Jewell (5)+
10.2
Description of Robert A. Altieri employment arrangement+
10.3
Description of Mark A. Semanie employment arrangement+
10.4
Voting Agreement dated as of April 8, 2012, among Financial Services Partners Fund I, LLC, Jefferson Bancorp, Inc. and certain stockholders of Carrollton Bancorp (12)
10.5
Retention Bonus Agreement between Carrollton Bank and Robert A. Altieri, dated March 5, 2013 (17)+
10.7
Lease dated July 19, 1988, by and between Northway Limited Partnership and The Carrollton Bank of Baltimore (2)
10.9
Lease dated October 11, 1994, by and between Ridgeview Associates Limited Partnership and Carrollton Bank (3)
10.18
Lease dated November 4, 2003, by and between Hickory Crossing, LLC and Carrollton Bank (10)
10.20
Lease dated January 13, 2006, by and between Scotts Corner LLLP and Carrollton Bank (10)
10.21
Lease dated April 27, 2006, by and between Arbutus Shopping Center Limited Partnership and Carrollton Bank (10)
10.22
Amended and Restated Employment agreement with Gary M. Jewell dated June 8, 2010 (4)+
10.23
Lease dated August 13, 2007, by and between Tarragon, Inc. and Carrollton Bank (10)
10.25
Employment agreement with Lola B. Stokes (6)+
10.27
Lease dated September 8, 2008 by and between Gateway 38 LLC and Carrollton Bancorp (8)
10.28
Letter Agreement and related Securities Purchase Agreement - Standard Terms, dated February 13, 2009 between Carrollton Bancorp and United States Department of the Treasury (1)
10.29
Form Waiver executed by each of Robert A. Altieri, Gary M. Jewell, and Lola B. Stokes (1)
10.30
Lease dated December 30, 2010, by and between 9515 Deereco Road, LLC and Carrollton Mortgage Services, Inc. (11)
			
		
21.1
Subsidiaries of Carrollton Bancorp
23.1
Consent of Independent Registered Public Accounting Firm
31.1
Certification by the Principal Executive Officer required by Exchange Act Rule 13-a-14(a)
31.2
Certification by Principal Financial Officer required by Exchange Act Rule 13-a-14(a)
32.1
Certification by the Principal Executive Officer required by Exchange Act Rule 13a-14(b)
32.2
Certification by the Principal Financial Officer required by Exchange Act Rule 13a-14(b)
99.1
Certification of Chief Executive Officer under EESA Section 111(b)(4)
99.2
Certification of Chief Financial Officer under EESA Section 111(b)(4)
Interactive Data Files pursuant to Rule 405 of Regulation S-T.*
+ Management compensatory arrangement
*Pursuant to Rule 406T of Regulation S-T, the interactive data files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections.
(1)
Incorporated by reference to the Registrant’s Form 8-K filed 2/17/2009 (File No.: 000-23090).
(2)
Incorporated by reference from Registration Statement dated January 12, 1990, on SEC Form S-4 (1933 Act File No.: 33-33027).
(3)
Incorporated by reference from Annual Report on Form 10-KSB for the fiscal year ended December 31, 1994, (1934 Act File No.: 0-23090).
(4)
Incorporated by reference to the Registrant’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2010, filed 11/12/2010 (File No.: 000-23090).
(5)
Incorporated by reference to the Registrant’s Form 8-K filed 5/25/2011 (File No.: 000-23090).
(6)
Incorporated by reference to the Registrant’s Form 8-K filed 10/24/2007 (File No.: 000-23090).
						
(7)
Incorporated by reference to the Registrant’s Form 8-K filed 11/8/2007 (File No.: 000-23090).
(8)
Incorporated by reference to the Registrant’s Form 8-K filed 9/30/2008 (File No.: 000-23090).
(9)
Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2008, filed 3/10/2009 (File No.: 000-23090).
						
(10)
Incorporated by reference to the Registrant’s Form 10-K for the year ended December 31, 2009, filed March 25, 2010 (File No.: 000-23090).
(11)
Incorporated by reference to the Registrant’s Form 8-K filed 2/7/2011 (File No.: 000-23090).
(12)
Incorporated by reference to the Registrant’s Form 8-K filed 4/10/12 (File No.: 000-23090).
(13)
Incorporated by reference to the Registrant’s Form 8-K filed 5/7/2012 (File No.: 000-23090).
(14)
Incorporated by reference to the Registrant’s Form 8-K filed 12/21/2012 (File No.: 000-23090).
						
			
		
(15)
Incorporated by reference to the Registrant’s Form 8-K filed 3/4/13 (File No.: 000-23090).
(16)
Incorporated by reference to the Registrant’s Form 8-K filed 1/25/13 (File No.: 000-23090).