<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 10-KSB
[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE
ACT OF 1934
For the fiscal year ended December 31, 1997
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from ________ to ________
Commission File Number: 0-24926
CECIL BANCORP, INC.
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(Name of Small Business Issuer in its Charter)
Maryland 52-1883546
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(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
127 North Street, Elkton, Maryland 21921-5547
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (410) 398-1650
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Securities registered pursuant to Section 12(b) of the Exchange Act:
Not applicable
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Securities registered pursuant to Section 12(g) of the Exchange Act:
Common Stock, par value $.01 per share
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(Title of Class)
Indicate by check mark whether the registrant (1) has filed all reports required
by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or such shorter period that the registrant was required to
file such reports) and (2) has been subject to such filing requirements for the
past 90 days. Yes X No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405
of Regulation S-B is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-KSB or any amendment to
this Form 10-KSB. [X]
As of March 10, 1998, the registrant had 470,182 shares of Common Stock issued
and outstanding. The aggregate market value of shares held by nonaffiliates on
such date was $9,400,329 based on the closing sale price of $23.50 per share of
the Registrant's Common Stock on March 10, 1998. For purposes of this
calculation, it is assumed that the 70,167 shares held by directors and officers
of the Registrant, are shares held by affiliates.
Transitional small business disclosure format (check one): Yes No X
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DOCUMENT INCORPORATED BY REFERENCE
1. Portions of the Annual Report to Stockholders for the year ended December
31, 1997 (the "Annual Report"). (Parts I and II).
2. Portions of the Proxy Statement for the Registrant's 1998 Annual Meeting
of Stockholders (the "Proxy Statement"). (Part III)
<PAGE>
PART I
ITEM 1. DESCRIPTION OF BUSINESS
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GENERAL
CECIL BANCORP, INC. Cecil Bancorp, Inc. (the "Company") was incorporated
under the laws of the State of Maryland in July 1994. On November 10, 1994,
Cecil Federal Savings Bank ("Cecil Federal" or the "Bank") converted from mutual
to stock form and reorganized into the holding company form of ownership as a
wholly owned subsidiary of the Company. As a result of the conversion and
reorganization, the Company issued and sold 481,361 shares of its common stock
at a price of $10.00 per share to its depositors, borrowers, stock benefit plans
and the public, thereby recognizing net proceeds of $4,315,057. The Company's
common stock is registered with the Securities and Exchange Commission ("SEC")
under the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The
Company is classified as a unitary savings institution holding company subject
to regulation by the Office of Thrift Supervision ("OTS") of the Department of
the Treasury.
The Company's main office and telephone number are the same as Cecil
Federal's (see below). At December 31, 1997, the Company had total assets of
$63.7 million and stockholders' equity of $7.4 million, on a consolidated basis.
The Company is primarily engaged in the business of directing, planning and
coordinating the business activities of Cecil Federal. Accordingly, the
information set forth in this report, including financial statements and related
data, relates primarily to the Bank and its subsidiaries. In the future, the
Company may become an operating company or acquire or organize other operating
subsidiaries, including other financial institutions. Currently, the Company
does not maintain offices separate from those of Cecil Federal or employ any
persons other than its officers who are not separately compensated for such
service.
CECIL FEDERAL SAVINGS BANK. Cecil Federal is a community-oriented
financial institution which commenced operations in 1959 as a Federal mutual
savings and loan association. It converted to a Federal mutual savings bank in
January 1993 and, effective November 10, 1994, Cecil Federal converted from
mutual to stock form, with the sale and issuance of 100,000 shares of its Common
Stock to the Company. Its deposits have been federally insured up to applicable
limits, and it has been a member of the Federal Home Loan Bank ("FHLB") system
since 1959. Cecil Federal's deposits are currently insured by the Savings
Association Insurance Fund ("SAIF") of the FDIC and it is a member of the FHLB
of Atlanta.
Cecil Federal's primary business, as conducted through its two offices
located in Elkton and North East, Maryland, is the origination of mortgage loans
secured by single-family residential real estate located primarily in Cecil
County, Maryland, with funds obtained through the attraction of deposits,
primarily certificate accounts with terms of 60 months or less, savings accounts
and transaction accounts. To a lesser extent, Cecil Federal also makes loans on
commercial and multi-family real estate, construction loans on one- to four-
family residences, home equity loans and land loans. Cecil Federal also makes
consumer loans including education loans, personal and commercial lines of
credit, automobile loans and loans secured by deposit accounts. Cecil Federal
purchases mortgage-backed securities and invests in other liquid investment
securities when warranted by the level of excess funds.
The Bank has two wholly owned subsidiaries, Cecil Service Corporation and
Northeastern Service Corporation. Cecil Service Corporation's primary business
is leasing agent for the North East Plaza Branch and Northeastern Service
Corporation's primary business is insurance agent for mortgage life and
disability insurance for Cecil Federal's mortgage loan customers.
1
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Cecil Federal's business strategy is to operate as an independent
community-oriented savings bank dedicated to residential mortgage lending, and,
to a lesser extent, construction and consumer lending, funded primarily by
retail deposits. Cecil Federal has sought to implement this strategy by (1)
emphasizing residential mortgage lending through the origination of adjustable-
rate mortgage loans; (2) investing in adjustable-rate and short-term liquid
investments; (3) reducing interest rate risk exposure by better matching asset
and liability maturities and rates; (4) maintaining asset quality; (5)
containing operating expenses; and (6) maintaining a high level of capital
combined with moderate growth.
At December 31, 1997, Cecil Federal had total assets of $63.7 million,
deposits of $53.0 million, net loans receivable of $54.7 million, cash and
investment securities of $5.4 million and retained earnings of $7.4 million.
Cecil Federal's tangible capital to assets ratio at December 31, 1997 was 11.2%.
Cecil Federal exceeds all current regulatory capital requirements.
MARKET AREA
Cecil Federal's home office is located in the town of Elkton, Maryland,
which is in Cecil County. Cecil Federal operates one full service branch office
in North East, Maryland, which is also in Cecil County. Cecil Federal considers
Cecil County to be its primary market area as substantially all of its lending
and deposit gathering functions are performed within Cecil County.
Cecil Federal attracts deposits through two full service offices in Cecil
County, Maryland each with drive-through facilities. Cecil Federal's main
office in Elkton has served as Cecil Federal's largest single source of
deposits. Elkton is the County seat and has a population of 9,800. Elkton is a
center for commerce and industry, education and health care for the County.
Cecil Federal's full service branch is located in the North East Shopping Plaza
in North East. North East has a population of 1,913 and is geographically
located in the center of Cecil County. The population of Cecil County was
71,347 as of the 1990 census.
Major employers in Cecil County are Perry Point Veterans Hospital, medical
services; W.L. Gore & Associates, GORE-TEX fabric products; Union Hospital,
medical services; Thiokol Corporation; Blue Chip Products, automotive products;
Terumo Medical, medical products; as well as State, County and Local
Governments.
Cecil County is located in the extreme northeast of the Chesapeake Bay, at
the crux of four states - Maryland, Delaware, Pennsylvania and New Jersey.
Elkton is located about 50 miles from Philadelphia and Baltimore. One-fifth of
the U.S. population resides within 300 miles of the County. Interstate I-95,
the main north-south East Coast artery, bisects the County. In addition, the
four lane U.S. 40 parallels the Interstate. Cecil County has over 200 miles of
waterfront between 5 rivers and the Chesapeake Bay.
LENDING ACTIVITIES
GENERAL. Cecil Federal's primary business is the origination of mortgage
loans secured by single-family residential real estate located primarily in
Cecil County, Maryland. To a lesser extent, Cecil Federal also makes loans on
commercial and multi-family real estate, construction loans on one- to four-
family residences, home equity loans and land loans. Cecil Federal also makes
consumer loans including education loans, personal and commercial lines of
credit, automobile loans, and loans secured by deposit accounts.
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ANALYSIS OF LOAN AND MORTGAGE-BACKED SECURITIES PORTFOLIO
Set forth below is selected data relating to the composition of Cecil
Federal's loan and mortgage-backed securities portfolio by type of loan and type
of security at the dates indicated. At December 31, 1997, Cecil Federal had no
concentrations of loans exceeding 10% of total loans other than as disclosed
below.
<TABLE>
<CAPTION>
At December 31,
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1997 1996 1995 1994 1993
---------------- ---------------- ---------------- ---------------- ----------------
Amount % Amount % Amount % Amount % Amount %
------- ------- ------- ------- ------- ------- ------- ------- ------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Type of Loan
- ------------
Real estate loans:
Construction loans (1).................. $ 3,134 5.89% $ 2,920 5.87% $ 867 1.87% $ 1,132 2.89% $ 1,517 4.40%
One- to four-family residential (2)(3).. 42,840 80.51 41,800 83.97 40,273 86.64 33,421 85.30 30,325 87.94
Multi-family residential................ 1,066 2.00 100 .20 103 .22 106 .27 109 .32
Land.................................... 1,390 2.61 1,569 3.15 2,070 4.45 2,081 5.31 832 2.41
Commercial.............................. 2,470 4.64 2,675 5.37 1,635 3.52 1,347 3.44 831 2.41
Commercial business loans................. 1,621 3.05 695 1.40 613 1.32 439 1.12 289 .84
Consumer loans:
Automobile loans........................ 819 1.54 655 1.32 569 1.22 291 .74 64 .19
Education loans......................... 75 .14 87 .17 85 .18 60 .15 50 .14
Savings account loans................... 542 1.02 632 1.27 604 1.30 543 1.39 582 1.69
Home improvement loans.................. 9 .02 12 .02 23 .05 48 .12 34 .10
Personal loans.......................... 1,775 3.33 1,769 3.56 1,542 3.32 1,100 2.81 695 2.02
------- ------ ------- ------ ------- ------ ------- ------ ------- ------
Subtotal loans...................... 55,741 104.75 52,914 106.30 48,384 104.09 40,568 103.54 35,328 102.46
Less:
Loans held for sale..................... 1,363 (2.56) 1,708 3.43 671 1.44
Loans in process........................ 893 (1.68) 1,260 2.53 945 2.03 1,102 2.81 624 1.82
Discounts and other..................... 100 (.19) 48 .10 172 .37 179 .46 130 .38
Loan loss reserve....................... 174 (.32) 118 .24 114 .25 106 .27 89 .26
------- ------ ------- ------ ------- ------ ------- ------ ------- ------
Total loans.......................... 53,211 100.00% 49,780 100.00% 46,482 100.00% $39,181 100.00% $34,485 100.00%
======= ====== ======= ====== ======= ====== ======= ====== ======= ======
Mortgage-backed securities................ $ 1,817 $ 2,165 $ 872 $ 1,026 $ 545
======= ======= ======= ======= =======
Total loans and mortgage-backed
securities......................... $55,028 $51,945 $47,354 $40,207 $35,030
======= ======= ======= ======= =======
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</TABLE>
(1) All construction loans were for residential properties.
(2) Includes home equity loans.
(3) Includes loans held for sale.
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ONE- TO FOUR-FAMILY RESIDENTIAL REAL ESTATE LENDING. The primary emphasis
of Cecil Federal's lending activity is the origination of conventional mortgage
loans on one- to four-family residential dwellings. Most loans are originated
in amounts up to $150,000, on single-family properties located in Cecil
Federal's primary market area of Cecil County, Maryland. As of December 31,
1997, loans on one- to four-family residential properties accounted for
approximately 80.51% of Cecil Federal's loan portfolio. Cecil Federal makes
conventional mortgage loans, as well as loans guaranteed by the Farmers' Home
Association ("FmHA") and loans originated under the Maryland Community
Development Administration ("CDA") loan program.
Cecil Federal's mortgage loan originations are generally for terms of 15,
20 and 30 years, amortized on a monthly basis with interest and principal due
each month. Residential real estate loans often remain outstanding for
significantly shorter periods than their contractual terms as borrowers may
refinance or prepay loans at their option, without penalty. Conventional
residential mortgage loans granted by Cecil Federal customarily contain "due-on-
sale" clauses which permit Cecil Federal to accelerate the indebtedness of the
loan upon transfer of ownership of the mortgaged property.
Cecil Federal uses standard Federal Home Loan Mortgage Corporation
("FHLMC") documents, to allow for the sale of loans in the secondary mortgage
market. Cecil Federal's lending policies generally limit the maximum loan-to-
value ratio on mortgage loans secured by owner-occupied properties to 90% of the
lesser of the appraised value or purchase price of the property, with the
condition that private mortgage insurance is required on loans with a loan-to-
value ratio in excess of 80%. Loans originated under FmHA and CDA programs have
loan-to-value ratios of up to 100% due to the guarantees provided by those
agencies. The substantial majority of loans in Cecil Federal's loan portfolio
have loan-to-value ratios of 80% or less.
Cecil Federal, since the early 1980s, has offered adjustable-rate mortgage
loans with terms of up to 30 years. Adjustable-rate loans offered by Cecil
Federal include loans which reprice every one, three or five years and provide
for an interest rate which is based on the interest rate paid on U.S. Treasury
securities of a corresponding term. Cecil Federal also offers a loan product
which provides for a fixed interest rate for the first ten years, and then
converts to a one year adjustable rate loan.
Cecil Federal retains all adjustable-rate mortgages it originates, which
are designed to reduce Cecil Federal's exposure to changes in interest rates.
Cecil Federal's adjustable rate mortgages include caps on increases or decreases
of 2% per year, and 6% over the life of the loan. The retention of adjustable-
rate mortgage loans in Cecil Federal's loan portfolio helps reduce Cecil
Federal's exposure to increases in interest rates. However, there are
unquantifiable credit risks resulting from potential increased costs to the
borrower as a result of repricing of adjustable-rate mortgage loans. It is
possible that during periods of rising interest rates, the risk of default on
adjustable-rate mortgage loans may increase due to the upward adjustment of
interest cost to the borrower.
Cecil Federal also originates conventional fixed-rate mortgages with terms
of 15, 20 or 30 years. Cecil Federal has originated all fixed-rate mortgage
loans in recent years for sale in the secondary mortgage market, and a
substantial majority of all fixed-rate loans originated since 1990 have been
sold, primarily to the Federal Home Loan Mortgage Corporation ("FHLMC"), with
servicing retained by Cecil Federal. Management assesses its fixed rate loan
originations on an ongoing basis to determine whether the Bank's portfolio
position warrants the loans being sold or held in the Bank's portfolio.
During the year ended December 31, 1997, Cecil Federal originated $5.5
million in adjustable-rate mortgage loans and $2.2 million in fixed-rate
mortgage loans (of which $1.7 million of fixed-rate mortgage loans were sold in
the secondary mortgage market). Approximately 19.70% of all loan originations
during 1997 were refinancings of loans already in Cecil Federal's loan
portfolio. At December 31, 1997, Cecil Federal's loan portfolio included $35.3
million in adjustable rate one- to four-family residential mortgages or 66.35%
of Cecil Federal's loan portfolio, and $7.5 million in fixed rate one- to four-
family residential loans or 14.10% of Cecil Federal's portfolio.
4
<PAGE>
Cecil Federal also offers second mortgage loans. These loans are secured
by a junior lien on residential real estate. The total of first and second
liens may not exceed an 80% loan to value ratio. Loans have terms of 5, 10 and
15 years and have fixed rates. As of December 31, 1997, Cecil Federal had $4.1
million outstanding in second mortgage loans.
During the first quarter of 1995, Cecil Federal began offering home equity
lines of credit. These loans are secured by a junior lien on residential real
estate. Customers are approved for a line of credit which provides for an
interest rate which varies monthly and customers pay 2% of the balance per
month. At December 31, 1997, Cecil Federal had $1.0 million in outstanding home
equity loans.
CONSTRUCTION LENDING. Cecil Federal's construction lending has primarily
involved lending to individuals for construction of single-family residences,
although Cecil Federal does lend to builders, and has, on occasion, loaned funds
for the construction of commercial properties and multi-family real estate. All
loans for the construction of speculative sale homes have a loan value ratio of
not more than 75%. Substantially all construction loans originated convert to a
permanent loan. Cecil Federal has financed the construction of non-residential
properties on a case by case basis. At December 31, 1997, the loan portfolio
included $3.1 million in loans secured by properties under construction.
A substantial majority of Cecil Federal's construction loans (except loans
to builders) are structured to convert to permanent loans upon completion of
construction, and usually have an initial construction loan term of six months
prior to converting to a permanent loan. Cecil Federal originated $0.7 million
in construction loans during the year ended December 31, 1997. Loan proceeds
are disbursed during the construction phase according to a draw schedule based
on the stage of completion. Construction projects are inspected by Cecil
Federal's officers. Construction loans are underwritten on the basis of the
estimated value of the property as completed and loan-to-value ratios must
conform to the requirements for the permanent loan.
LAND LOANS. Cecil Federal also, from time to time, originates loans
secured by raw land. Land loans originated to individuals have a term of up to
10 years and interest rates adjust every one, three or five years. Land loans
originated to developers have terms of up to three years. All land loans have a
loan-to-value ratio not exceeding 75%. In September 1997, Cecil Federal
originated its largest loan for $725,000, which is secured by raw land. This
loan is for a one-year term with a 56% loan to value ratio. This loan is to an
experienced developer of residential building lots. In June 1997, Cecil Federal
committed to a $500,000 participation with Susquehanna Bank for the property
known as Beacon Point. The loan has a two-year term, with a 15% loan to value
ratio. This project is a joint venture between two experienced residential
building lot developers. Both loans were current as of December 31, 1997.
Cecil Federal may expand its lending on raw land, as market conditions allow, to
qualified borrowers, experienced in the development and sale of raw land. At
December 31, 1997 Cecil Federal had $1.3 million in land loans outstanding, or
2.61% of Cecil Federal's loan portfolio.
RISKS OF CONSTRUCTION LENDING AND LAND LOANS. Loans involving construction
financing and loans on raw land have a higher level of risk than loans for the
purchase of existing homes since collateral values, land values, development
costs and construction costs can only be estimated at the time the loan is
approved. Cecil Federal has sought to minimize its risk in construction lending
and in lending for the purchase of raw land by offering such financing primarily
to builders and developers to whom Cecil Federal has loaned funds in the past
and to persons who intend to occupy the completed structure. The Bank also
limits construction lending and loans on raw land to the Cecil County market
area, with which management is familiar. All construction loans and loans on
raw land in Cecil Federal's loan portfolio were performing according to their
terms at December 31, 1997.
5
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MULTI-FAMILY AND COMMERCIAL REAL ESTATE LENDING. Cecil Federal's permanent
multi-family and commercial real estate loans are secured by improved property
such as office buildings, apartment buildings and retail establishments which
are located in Cecil Federal's primary market area. At December 31, 1997, loans
secured by multi-family (i.e., more than four units) totaled $1,066,000, or
2.00%, of Cecil Federal's total loan portfolio and loans secured by commercial
properties constituted approximately $2.4 million, or 4.64%, of Cecil Federal's
total loan portfolio.
Multi-family and commercial real estate loans generally have terms of 20
years, and provide for interest rate adjustments every one, three or five years.
Multi-family and commercial mortgages are generally made in amounts not
exceeding 75% of the lesser of the appraised value or purchase price of the
property. All of Cecil Federal's multi-family and commercial property loans
require regular payments of principal and interest.
Loans secured by multi-family and commercial real estate generally are
larger and involve greater risks than one- to four-family residential mortgage
loans. Because payments on loans secured by such properties are often dependent
on successful operation or management of the properties, repayment of such loans
may be subject to a greater extent to adverse conditions in the real estate
market or the economy. Cecil Federal seeks to minimize these risks in a variety
of ways, including limiting the size and loan-to-value ratios of its multi-
family and commercial real estate loans and, restricting such loans to its
primary market area.
COMMERCIAL BUSINESS LOANS. Cecil Federal offers commercial business loans
and both secured and unsecured loans and letters of credit, or lines of credit
for businesses located in its primary market area. Most business loans have a
six month term, while lines of credit can remain open for longer periods. All
owners, partners and officers must sign the loan agreement. The security for a
business loan depends on the amount borrowed, the business involved and the
strength of the borrower's firm and position. At December 31, 1997 Cecil
Federal had $1,621,000 outstanding in commercial business loans.
Commercial business lending entails significant risk, as the payments on
such loans may depend upon the successful operation or management of the
business involved. Although Cecil Federal attempts to limit its risk of loss on
such loans by limiting the amount and the term, and by requiring personal
guarantees of principals of the business (when additional guarantees are deemed
necessary by management and such guarantees are allowed by regulation), the risk
of loss on commercial business loans is substantially greater than the risk of
loss from residential real estate lending.
CONSUMER LENDING. Consumer loans comprise the second largest category of
loans outstanding for Cecil Federal. Cecil Federal's consumer loans consist of
automobile loans, savings account loans, education loans and home improvement
loans and other consumer loans. At December 31, 1997, the consumer loan
portfolio totaled $3.2 million, or 6.05%, of total loans. Consumer loans are
generally offered for terms of up to five years at fixed interest rates.
Management expects to continue to promote consumer loans as part of its strategy
to provide a wide range of personal financial services to its customers and as a
means to increase the yield on Cecil Federal's loan portfolio.
Cecil Federal makes loans for automobiles and recreational vehicles, both
new and used, directly to the borrowers. The loans can be for up to 100% of the
purchase price or the retail value listed by the National Automobile Dealers
Association. The terms of the loans are determined by the age and condition of
the collateral. Collision insurance policies are required on all these loans,
unless the borrower has substantial other assets and income. At December 31,
1997, the total amount of automobile loans was $819,000.
Cecil Federal makes savings account loans for up to 90% of the amount of
the depositor's savings account balance. The maximum amount of the loan takes
into consideration the amount of interest due. The term of the loan is either
interest due monthly on demand, or a term loan not to exceed 5 years. The
interest rate is 2% higher than the rate being paid on the savings account.
6
<PAGE>
Cecil Federal's education loans are made to existing deposit customers, in
amounts of up to $10,000, and are paid out over four years, with $2,500
disbursed per year. Interest is payable annually until the student leaves
school and amortization over an eight year period then begins.
Cecil Federal also makes other consumer loans, which may or may not be
secured. The term of the loans usually depends on the collateral. Unsecured
loans usually do not exceed $100,000 and have a term of no longer than 12
months. At December 31, 1997, the total amount of other consumer loans (which
consist of personal loans) was $1,775,000.
Consumer loans are generally originated at higher interest rates than
residential mortgage loans but also tend to have a higher risk than residential
loans due to the loan being unsecured or secured by rapidly depreciable assets.
Despite these risks, Cecil Federal's level of consumer loan delinquencies
generally has been low. No assurance can be given, however, that Cecil
Federal's delinquency rate on consumer loans will continue to remain low in the
future.
MORTGAGE-BACKED SECURITIES. Due to reduced opportunities for loan
originations in Cecil Federal's market area and pursuant to its asset/liability
management strategy, Cecil Federal has invested excess funds in mortgage-backed
securities. At December 31, 1997, the total investment in mortgage-backed
securities was $1,817,000. In April 1994, Cecil Federal purchased $750,000 in
fixed-rate FHLMC participation certificates with a maturity of 5 years, an
estimated life of 3 years, yielding approximately 6.0%. In September 1996, the
Bank also purchased $1,750,000 in fixed-rate participation certificates with a
maturity of 5 years, an estimated life of 3 years, yielding approximately 6.82%.
Prepayments in Cecil Federal's mortgage-backed securities portfolio may be
affected by declining and rising interest rate environments. In a low and
falling interest rate environment, prepayments would be expected to increase.
In such an event, Cecil Federal's fixed-rate securities purchased at a premium
price could result in actual yields that are lower than anticipated yields.
Additionally, the increased principal payments received may be subject to
reinvestment at lower rates. Conversely, in a period of rising rates,
prepayments would be expected to decrease, which would make less principal
available for reinvestment at higher rates. Cecil Federal has historically
invested in mortgage-backed securities as an alternative investment to
supplement its lending efforts and maintain compliance with certain regulatory
requirements. See "Regulation -- Qualified Thrift Lender Test." Further, under
the OTS's risk-based capital requirement, FHLMC mortgage-backed securities have
a risk weight of 20%, in contrast to the 50% risk weight carried by one- to
four-family performing residential loans. See "Regulation of the Bank --
Regulatory Capital Requirements." Mortgage-backed securities may also be used
as collateral for borrowings and through repayments, as a source of liquidity.
Further, since they have relatively short terms, Cecil Federal's mortgage-backed
securities are helpful in limiting Cecil Federal's interest rate risk. Cecil
Federal's mortgage-backed securities purchases decreased in recent months in
response to increased loan demand.
7
<PAGE>
LOAN MATURITY SCHEDULE
The following table sets forth certain information at December 31, 1997
regarding the dollar amount of loans maturing in Cecil Federal's portfolio based
on their contractual terms to maturity, including scheduled repayments of
principal. Demand loans, loans having no stated schedule of repayments and no
stated maturity, and overdrafts are reported as due in one year or less.
<TABLE>
<CAPTION>
Due after Due after Due after
Due during the year 3 through 5 through 10 through Due after 15
ending December 31, 5 years after 10 years after 15 years after years after
---------------------- December 31, December 31, December 31, December 31,
1998 1999 2000 1997 1997 1997 1997 Total
------ ------ ------ ------------- -------------- -------------- ------------ -------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Real estate mortgage (1)(2) $ 400 $ 794 $ 188 $ 836 $4,357 $5,490 $35,701 $47,766
Real estate construction (1).. 2,734 400 -- -- -- -- -- 3,134
Consumer and commercial
business................. 2,321 481 629 1,120 290 -- -- 4,841
------ ------ ----- ------ ------ ------ ------- -------
Total.................. $5,455 $1,675 $ 817 $1,956 $4,647 $5,490 $35,701 $55,741
====== ====== ===== ====== ====== ======= ======== =======
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</TABLE>
(1) Loans are not net of loans in process and discounts.
(2) Includes loans held for sale.
The next table sets forth at December 31, 1997, the dollar amount of all
loans due after December 31, 1997 which have predetermined interest rates and
have floating or adjustable interest rates.
<TABLE>
<CAPTION>
Predetermined Floating or
Rates Adjustable Rates
------------- ----------------
(In thousands)
<S> <C> <C>
Real estate mortgage...... $ 9,705 $38,061
Real estate construction.. 3,134 --
Consumer and commercial
business................. 3,391 1,450
------- -------
Total................... $16,230 $39,511
======= =======
</TABLE>
8
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LOAN SOLICITATION AND PROCESSING. Upon receipt of a loan application from
a prospective borrower, a credit report and verifications are ordered to verify
specific information relating to the loan applicant's employment, income and
credit standing. An appraisal of the real estate intended to secure the
proposed loan is undertaken by a qualified fee appraiser approved by Cecil
Federal. The Board of Directors of Cecil Federal has the responsibility and
authority for general supervision over the lending policies of Cecil Federal.
The Board has established written lending policies for Cecil Federal and has
delegated to its Loan Committee the authority to approve all loans of up to
$200,000. Secured loans of up to $50,000 and unsecured loans of up to $25,000
may be approved by Chief Executive Officer Mary Halsey or Chief Operating
Officer Brian Hale. Secured loans of up to $25,000 and unsecured loans of up to
$15,000 may be approved by Vice President Feltman. Assistant Secretary
Slijepcevic may approve secured loans of up to $25,000 and unsecured loans up to
$5,000. Branch managers may approve secured loans up to $10,000 and unsecured
loans up to $2,500. The Loan Committee consists of Chief Executive Officer
Halsey, Senior Vice President Hale, Vice President Feltman, two or three
directors and the chairman of the Appraisal Committee. All loans over $200,000
must be approved by the full Board of Directors. Interest rates on approved
loans are subject to change if the loan is not funded within 60 days after
approval, unless a written commitment has been made for a longer period. It has
been management's experience that substantially all approved loans are funded.
The aggregate amount of loans which a federal institution may make on the
security of liens on non-residential real property may not exceed 400% of the
institution's capital as determined under the capital standards mandated by
FIRREA. In addition, FIRREA authorizes the Director of OTS to permit federal
savings institutions to exceed the 400% of capital limit in certain
circumstances. This restriction has not had a material impact on Cecil
Federal's operations.
With certain limited exceptions, the maximum amount the Bank may lend to
any borrower (including certain related entities of the borrower) at any one
time may not exceed 15% of the unimpaired capital and surplus of the
institution, plus an additional 10% of unimpaired capital and surplus for loans
fully secured by readily marketable collateral. The Home Owners' Loan Act
("HOLA") additionally authorizes savings institutions to make loans to one
borrower, for any purpose, in an amount not to exceed $500,000 or, by order of
the Director of the OTS, in an amount not to exceed the lesser of $30,000,000 or
30% of unimpaired capital and surplus to develop residential housing, provided
(i) the purchase price of each single-family dwelling in the development does
not exceed $500,000, (ii) the savings institution is in compliance with the
fully phased-in capital requirements, (iii) the loans comply with applicable
loan-to-value requirements, and (iv) the aggregate amount of loans made under
this authority does not exceed 150% of unimpaired capital and surplus. HOLA
also authorizes loans to any one borrower to finance sales of real property
acquired in satisfaction of debts in an amount up to 50% of unimpaired capital
and surplus. Loans-to-one-borrower limits do not apply to purchase money notes
taken from the purchaser of real property acquired by the institution in
satisfaction of debts previously contracted if no new funds are advanced to the
borrower and the savings association is not placed in a more detrimental
position as the result of such sale. Under these limits, at December 31, 1997,
Cecil Federal's loans-to-one borrower cannot exceed $1,102,850. At December 31,
1997, the largest amount loaned or committed to one borrower by Cecil Federal
was $1,159,400 which was in compliance with the Bank's loan to one borrower
limit at that time. This amount consisted of 19 single family dwellings and one
non-residential property. At December 31, 1997, the second largest loan or
committed to one borrower was $986,400. This amount consisted of 13 single
family dwellings and one non-residential property.
LOAN ORIGINATIONS AND SALES. Loan originations are derived from a number
of sources. Residential mortgage loan originations primarily come from walk-in
customers and referrals by realtors, depositors and borrowers. Applications are
taken at both offices, but are processed in Cecil Federal's main office, and
submitted for approval, as noted above.
Cecil Federal has not purchased loans in the secondary mortgage market.
All fixed-rate loans are originated according to FHLMC guidelines and, depending
on market conditions, may be sold to FHLMC after origination. Cecil Federal
retains servicing on all loans sold.
9
<PAGE>
Set forth below is a table showing Cecil Federal's loan and origination,
purchase and sale activity for the periods indicated.
<TABLE>
<CAPTION>
Year Ended December 31,
-------------------------
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
(In thousands)
Loans originated:
Real estate loans:
Construction loans......... $ 708 $ 2,083 $ 669
One- to four-family........ 13,511 14,674 14,324
Multi-family............... 350 -- --
Non-residential and other.. 2,486 1,627 958
Consumer loans.............. 2,435 2,774 2,403
Commercial loans............ 1,330 135 715
------- ------- -------
Total loans originated..... $20,820 $21,293 $19,069
======= ======= =======
Loans sold:
Whole loans................. $ 3,040 $ 4,103 $ 1,046
------- ------- -------
Total loans sold........... $ 3,040 $ 4,103 $ 1,046
======= ======= =======
</TABLE>
INTEREST RATES AND LOAN FEES. Interest rates charged by Cecil Federal on
mortgage loans are primarily determined by competitive loan rates offered in its
market area. Mortgage loan interest rates reflect factors such as general
market interest rate levels, the supply of money available to the financial
institutions industry and the demand for such loans. These factors are in turn
affected by general economic conditions, the monetary policies of the Federal
government, including the Board of Governors of the Federal Reserve System (the
"Federal Reserve Board"), and general supply of money in the economy.
In addition to interest earned on loans, Cecil Federal receives fees in
connection with loan commitments and originations, loan modifications, late
payments and for miscellaneous services related to its loans. Income from these
activities varies from period to period with the volume and type of loans
originated, which in turn is dependent on prevailing mortgage interest rates and
their effect on the demand for loans in the markets served by Cecil Federal.
Cecil Federal also receives servicing fees of .25% to .375% of the loan amount
of the loans that it services. At December 31, 1997, Cecil Federal was
servicing $18.8 million in loans for other financial institutions. For the
years ended December 31, 1997, 1996 and 1995 Cecil Federal recognized servicing
income of $42,100, $37,700 and $36,000, respectively, and total fee income of
$184,000, $188,000 and $157,000, respectively.
NON-PERFORMING LOANS AND OTHER PROBLEM ASSETS. Management reviews Cecil
Federal's portfolio on a regular basis. Cecil Federal's collection procedures
provide that when a loan becomes 10 days past due a written notification of the
late payment is sent. When the loan is past due 30 days, the borrower is
contacted by telephone, and payment is requested. After 45 days past due, a
property inspection and customer visit takes place. If payment is not received
by the time the loan is 90 days past due, the loan is placed on non-accrual
status, the borrower is contacted again, and efforts are made to formulate an
affirmative plan to cure the delinquency. After a loan becomes past due 60
days, Cecil Federal also provides a final notice that it will initiate legal
proceedings in 30 days, after which foreclosure procedures commence. Loans are
charged-off when management concludes that they are uncollectible.
Real estate acquired by Cecil Federal as a result of foreclosure is
classified as real estate owned until such time as it is sold. When such
property is acquired, it is recorded at the lower of its unpaid principal
balance or fair value. Any required write-down of the loan to its fair value
upon foreclosure is charged against the allowance for losses. Past OTS
examinations of general reserves have resulted in them being "minimally
adequate." In response, Cecil Federal, based on Management's evaluation of the
composition of its loan portfolio, is currently increasing its reserves to
provide a more adequate reserve against future possible losses and
delinquencies.
10
<PAGE>
The following table sets forth information with respect to Cecil Federal's
non-performing assets at the dates indicated. At the dates shown, Cecil
Federal, had no restructured loans within the meaning of Statement of Financial
Accounting Standards No. 15.
<TABLE>
<CAPTION>
At December 31,
---------------------------------------------------
1997 1996 1995 1994 1993
--------- --------- --------- -------- --------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Loans accounted for on a non-accrual basis: (1)
Residential real estate......................... $579,632 $260,060 $216,063 $14,896 $47,511
Consumer........................................ -- -- -- -- --
-------- -------- -------- ------- -------
Total.......................................... $579,632 $260,060 $216,063 $14,896 $47,511
======== ======== ======== ======= =======
Accruing loans which are contractually past
due 90 days or more:
Residential real estate......................... $100,596 $ -- $ -- $ -- $ --
Consumer........................................ 22,836 -- -- -- 555
-------- -------- -------- ------- -------
Total.......................................... $123,432 $ -- $ -- $ -- $ 555
======== ======== ======== ======= =======
Total of nonaccrual and 90 days past
due loans..................................... $703,064 $260,060 $216,063 $14,896 $48,066
======== ======== ======== ======= =======
Percentage of total loans........................ 1.32% .50% .46% .04% .14%
======== ======== ======== ======= =======
Other non-performing assets...................... $171,229 $ -- $ 73,000 $73,000 $73,000
======== ======== ======== ======= =======
- -------------------------
</TABLE>
(1) Non-accrual status denotes loans on which, in the opinion of management,
the collection of additional interest is unlikely. Payments received on a
non-accrual loan are either applied to the outstanding principal balance or
recorded as interest income, depending on assessment of the collectibility
of the loan.
Except as discussed below, at December 31, 1997, Cecil Federal did not have
any loans which were not currently classified as non-accrual, 90 days past due
or restructured but where known information about possible credit problems of
borrowers caused management to have serious concerns as to the ability of the
borrowers to comply with present loan repayment terms and would result in
disclosure as non-accrual, 90 days past due or restructured.
At December 31, 1997, Cecil Federal's nonaccruing loans and accruing loans
more than 90 days past due totaled $703,064, which consisted of 13 single-family
residential properties. During the year ended December 31, 1997, gross interest
income of $31,541 would have been recorded on loans accounted for on a non-
accrual basis if such loans had been current throughout the respective period.
Four of the existing delinquent single-family residential properties, totaling
$328,000, are currently in bankruptcy.
ASSET CLASSIFICATION AND ALLOWANCE FOR LOAN LOSSES. Federal regulations
require savings associations to review their assets on a regular basis and to
classify them as "substandard," "doubtful" or "loss," if warranted. Assets
classified as substandard or doubtful require the institution to establish
general and specific allowances for loan losses. If an asset or portion thereof
is classified loss, the insured institution must either establish a specified
allowance in the amount of the portion of the asset classified loss, or charge
off such amount. An asset which does not currently warrant classification, but
which possesses weaknesses or deficiencies deserving close attention, is
required to be designated as "special mention." Currently, general loss
allowances established to cover losses related to assets classified substandard
or doubtful may be included in determining an institution's regulatory capital,
while specific valuation allowances for loan losses do not qualify as regulatory
capital. See "Regulation of the Bank -- Regulatory Capital Requirements."
11
<PAGE>
In originating loans, Cecil Federal recognizes that credit losses will be
experienced and that the risk of loss will vary with, among other things, the
type of loan being made, the creditworthiness of the borrower over the term of
the loan, general economic conditions and, in the case of a secured loan, the
quality of the security for the loan. General allowances are made pursuant to
management's assessment of the risk in Cecil Federal's loan portfolio as a
whole. Specific allowances are provided for individual loans when ultimate
collection is considered questionable by management after reviewing the status
of loans which are contractually past due and considering the net realizable
value of the security for the loan. Management continues to actively monitor
Cecil Federal's asset quality and to charge off loans against the allowance for
loan losses when appropriate, or to provide specific loss reserves when
necessary. Based on these factors, Cecil Federal contributes to its general
loan loss reserve as it considers necessary. Although management believes it
uses the best information available to make determinations with respect to the
allowance for loan losses, future adjustments may be necessary if economic
conditions vary from the assumptions used in making the initial determinations.
In December 1993 the banking regulatory agencies, including the OTS,
adopted a policy statement regarding maintenance of an adequate allowance for
loan and lease losses and an effective loan review system. This policy includes
an arithmetic formula for checking the reasonableness of an institution's
allowance for loan loss estimate compared to the average loss experience of the
industry as a whole. Examiners will review an institution's allowance for loan
losses and compare it against the sum of (i) 50% of the portfolio that is
classified doubtful; (ii) 15% of the portfolio that is classified as
substandard; and (iii) for the portions of the portfolio that have not been
classified (including those loans designated as special mention), estimated
credit losses over the upcoming twelve months given the facts and circumstances
as of the evaluation date. This amount is considered neither a "floor" nor a
"safe harbor" of the level of allowance for loan losses an institution should
maintain, but examiners will view a shortfall relative to the amount as an
indication that they should review management's policy on allocating these
allowances to determine whether it is reasonable based on all relevant factors.
The following table sets forth an analysis of Cecil Federal's allowance for
loan losses for the periods indicated.
<TABLE>
<CAPTION>
Years Ended December 31,
--------------------------------------
1997 1996 1994 1994 1993
------ ------ ------ ------ ------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C>
Balance at beginning of period............. $ 118 $ 114 $ 106 $ 89 $ 67
----- ----- ----- ----- -----
Loans charged-off:
Residential real estate mortgage loans... 7 -- -- -- --
Consumer................................. 49 119 32 25 9
----- ----- ----- ----- -----
Total charge-offs.......................... 56 119 32 25 9
----- ----- ----- ----- -----
Recoveries:
Residential real estate mortgage loans... -- -- -- -- --
Consumer................................. 25 20 5 8 3
----- ----- ----- ----- -----
Total recoveries........................... 25 20 5 8 3
----- ----- ----- ----- -----
Net loans charged-off...................... 31 99 27 17 6
----- ----- ----- ----- -----
Provision for loan losses.................. 87 103 35 34 28
----- ----- ----- ----- -----
Balance at end of period................... $ 174 $ 118 $ 114 $ 106 $ 89
===== ===== ===== ===== =====
Ratio of net charge-offs to average loans
outstanding during the period............ .06% .04% .06% .04% .02%
===== ===== ===== ===== =====
</TABLE>
12
<PAGE>
The following table allocates the allowance for loan losses by loan
category at the dates indicated. The allocation of the allowance to each
category is not necessarily indicative of future losses and does not restrict
the use of the allowance to absorb losses in any category.
<TABLE>
<CAPTION>
At December 31,
--------------------------------------------------------------------------------------------
1997 1996 1995 1994 1993
----------------- ----------------- ----------------- ---------------- -----------------
Amount % Amount % Amount % Amount % Amount %
-------- ------- -------- ------- -------- ------- -------- ------- ------- -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Type of Loan:
- -------------
Real estate loans:
Construction loans............... $ 7,100 5.89% $ 8,000 5.87% $ -- 1.87% $ -- 2.89% $ -- 4.40%
One- to four-family residential.. 63,000 80.51 31,200 83.97 85,500 86.64 79,500 85.30 66,750 87.94
Multi-family residential......... 4,000 2.00 -- .20 -- .22 -- .27 -- .32
Land............................. 10,200 2.61 7,000 3.15 -- 4.45 -- 5.31 -- 2.41
Commercial....................... 18,400 4.64 8,000 5.37 -- 3.52 -- 3.44 -- 2.41
Commercial loans................... 24,200 3.05 9,000 1.40 -- 1.32 -- 1.12 -- .84
Automobiles........................ -- 1.54 -- 1.32 -- 1.22 -- .74 -- .19
Education loans.................... -- .14 -- .17 -- .18 -- .15 -- .14
Savings account loans.............. -- 1.02 -- 1.27 -- 1.30 -- 1.39 -- 1.69
Home improvement loans............. -- .02 -- .02 -- .05 -- .12 -- .10
Personal loans..................... 47,100 3.33 54,800 3.56 28,500 3.32 26,500 2.81 22,250 2.82
-------- ------ -------- ------ -------- ------ -------- ------ ------- ------
174,000 104.75 118,000 106.30 114,000 104.09 106,000 103.54 89,000 102.46
Less:
Loans held for sale.............. -- (2.56) -- 3.43 -- 1.44
Loans in process................. -- (1.68) -- 2.53 -- 2.03 -- 2.81 -- 1.82
Discounts and other............ -- (.19) -- .10 -- .37 -- .46 -- .38
Loan loss reserve................ -- (.32) -- .24 -- .25 -- .27 -- .26
-------- ------ -------- ------ -------- ------ -------- ------ ------- ------
Total allowance for loan losses.... $174,000 100.00% $118,000 100.00% $114,000 100.00% $106,000 100.00% $89,000 100.00%
======== ====== ======== ====== ======== ====== ======== ====== ======= ======
</TABLE>
13
<PAGE>
INVESTMENT ACTIVITIES. Cecil Federal is required under federal regulations
to maintain a minimum amount of liquid assets, which can be invested in
specified short-term securities, and is also permitted to make certain other
investments. See "Regulation." It has generally been Cecil Federal's policy to
maintain a liquidity portfolio substantially in excess of the amount required to
satisfy regulatory requirements. Liquidity levels may be increased or decreased
depending upon the yields on investment alternatives, Management's judgment as
to the attractiveness of the yields then available in relation to other
opportunities, its expectations of the level of yield that will be available in
the future and its projections as to the short term demand for funds to be used
in Cecil Federal's loan origination and other activities.
The general objectives of Cecil Federal's investment policy are to (i)
maintain liquidity levels sufficient to meet the operating needs of Cecil
Federal and applicable regulatory requirements, (ii) minimize interest rate risk
by managing the repricing characteristics of Cecil Federal's assets and
liabilities, (iii) reduce credit risk by investing primarily in U.S. Treasury
and agency securities and (iv) absorb excess liquidity when loan demand is low
and/or deposit growth is high. Cecil Federal's investment activities are
conducted by senior management (specifically Chief Executive Officer Halsey and
supervised by the Board of Directors. Investments are governed by an investment
policy adopted by the Board, which currently provides for maintenance of an
investment portfolio for the purposes of providing earnings, ensuring a minimum
liquidity reserve and facilitating Cecil Federal's asset/liability management
objectives (e.g., limiting the weighted average terms to maturity or repricing
of Cecil Federal's interest-earning assets). In accordance with the policy,
management has primarily invested in U.S. Treasury, government and agency
securities and mutual funds.
Cecil Federal carries its investments at cost as adjusted for discounts and
unamortized premiums. Cecil Federal's intention is to hold all investments to
maturity and Cecil Federal does not currently foresee any conditions that would
require any sales of its investments. For additional information, see Notes 3
and 5 of Notes to Consolidated Financial Statements.
The following table sets forth the carrying value of Cecil Federal's
investment securities portfolio at the dates indicated.
<TABLE>
<CAPTION>
At December 31,
---------------
1997 1996 1995
--------------- ---------- ----------
<S> <C> <C> <C>
Investment securities:
U.S. government and agency securities..... $2,997,516 $2,490,069 $2,000,015
Other..................................... 528,043 496,358 247,724
---------- ---------- ----------
Total investment securities............. 3,525,559 2,986,427 2,247,739
Federal funds sold.......................... -- -- 100,000
Interest-earning deposits and certificates
of deposit................................. 880,809 502,207 1,036,527
FHLB stock.................................. 438,100 422,900 422,900
---------- ---------- ----------
Total investments...................... $4,844,468 $3,911,534 $3,850,166
========== ========== ==========
</TABLE>
14
<PAGE>
The following table sets forth the scheduled maturities, carrying values,
market values and average yields for Cecil Federal's investment portfolio at
December 31, 1997.
<TABLE>
<CAPTION>
One Year or Less One to Five Years Five to Ten Years More than Ten Years Total Investment Portfolio
---------------- ----------------- ----------------- ------------------- --------------------------
Carrying Average Carrying Average Carrying Average Carrying Average Carrying Market Average
Value Yield Value Yield Value Yield Value Yield Value Value Yield
-------- ------- -------- ------- -------- ------- -------- ------- -------- ------ -------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Securities available for
sale (1):
U.S. government and
agency securities........ $ -- --% $ -- --% $ -- --% $ -- --% $ -- $ -- --%
Other..................... 528 5.80 528 525 5.80
Interest-earning deposits
and certificates of
deposits.................. -- -- -- -- -- -- -- -- -- -- --
FHLB stock................ -- -- -- -- -- -- -- -- -- -- --
------ ------- ------- ------- ------ ------
Total.................... $ 528 5.80% $ -- -- $ -- -- $ -- -- $ 528 $ 525 5.80%
====== ==== ======= ======= ======= ====== ====== ====
Securities held to
maturity (1):
U.S. government and
agency securities........ $2,998 5.72% $ -- -- $ -- -- $ -- -- $2,998 $2,997 5.72
Other..................... -- -- -- -- -- -- -- -- -- -- --
Interest-earning deposits
and certificates of
deposits................. 881 8.57 -- -- -- -- -- -- 881 881 8.57
FHLB stock................ 438 7.13 -- -- -- -- -- -- 438 438 7.13
------ ------- ------- ------- ------ ------
Total.................... $4,317 5.75 $ -- -- $ -- -- $ -- -- $4,317 $4,316 5.75
====== ======= ======= ======= ====== ======
</TABLE>
15
<PAGE>
DEPOSIT ACTIVITY AND OTHER SOURCES OF FUNDS
GENERAL. Deposits are the primary source of Cecil Federal's funds for
lending and other investment purposes. In addition to deposits, Cecil Federal
derives funds from loan principal repayments and interest payments and maturing
investment securities. Loan repayments and interest payments are a relatively
stable source of funds, while deposit inflows and outflows are significantly
influenced by general interest rates and money market conditions. Borrowings
may be used on a short-term basis to compensate for reductions in the
availability of funds from other sources, or on a longer term basis for general
business purposes. Cecil Federal primarily utilizes advances from the Federal
Home Loan Bank of Atlanta for borrowings.
DEPOSITS. Deposits are attracted principally from within Cecil Federal's
primary market area through the offering of a variety of deposit instruments,
including savings accounts and certificates of deposit ranging in term from 91
days to 60 months, as well as regular checking, NOW, passbook and money market
deposit accounts. Deposit account terms vary, principally on the basis of the
minimum balance required, the time periods the funds must remain on deposit and
the interest rate. Cecil Federal also offers individual retirement accounts
("IRAs").
Cecil Federal's policies are designed primarily to attract deposits from
local residents. Cecil Federal does not accept deposits from brokers due to the
volatility and rate sensitivity of such deposits. Interest rates paid, maturity
terms, service fees and withdrawal penalties are established by Cecil Federal on
a periodic basis. Determination of rates and terms are predicated upon funds
acquisition and liquidity requirements, rates paid by competitors, growth goals
and federal regulations.
16
<PAGE>
The following table sets forth the change in dollar amount of deposits in
the various types of accounts offered by Cecil Federal between the dates
indicated.
<TABLE>
<CAPTION>
Increase Increase
(Decrease) (Decrease)
Balance at From Balance at From Balance at
December 31, % December 31, December 31, % December 31, December 31, %
1997 Deposits 1996 1996 Deposits 1995 1995 Deposits
------------ --------- ------------- ------------ --------- ------------- ------------ ---------
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Regular checking...... $ 1,434 2.68% $ 515 $ 919 1.92% $ 232 $ 687 1.53%
NOW accounts.......... 5,038 9.41 1,209 3,829 8.03 152 3,677 8.20
Passbook.............. 8,102 15.13 (699) 8,801 18.46 (663) 9,464 21.10
Statement savings..... 1,274 2.38 25 1,249 2.62 641 608 1.36
Commercial checking... 58 .11 33 25 .05 2 23 .05
Money market.......... 2,649 4.95 31 2,618 5.49 (408) 3,026 6.75
Christmas club........ 79 .15 (1) 80 .17 10 70 .15
91 day CD............. 6,224 11.62 1,904 4,320 9.06 1,497 2,823 6.29
6 month CD............ 4,919 9.19 915 4,004 8.40 1,271 2,733 6.09
1 year CD............. 5,656 11.12 691 5,265 11.04 (461) 5,726 12.77
18 month CD........... 2,447 4.57 446 2,001 4.20 (280) 2,281 5.09
30 month CD........... 2,499 4.67 238 2,261 4.74 (22) 2,283 5.09
42 month CD........... 52 .10 (125) 177 .37 7 170 .38
60 month CD........... 4,225 7.89 246 3,979 8.35 274 3,705 8.26
18 month IRA CD....... 7,520 14.05 508 7,012 14.71 (74) 7,086 15.80
14 month variable CD.. 1,061 1.98 (78) 1,139 2.39 649 490 1.09
------- ------ ------ ------- ------ ------ ------- ------
$53,537 100.00% $5,858 $47,679 100.00% $2,827 $44,852 100.00%
======= ====== ====== ======= ====== ====== ======= ======
</TABLE>
17
<PAGE>
SAVINGS PORTFOLIO
Savings deposits in Cecil Federal at December 31, 1997 were represented by
the various types of savings programs described below.
<TABLE>
<CAPTION>
Interest Minimum Minimum Percentage of
Rate * Term Category Amount Balances Total Savings
- ---------------- --------- ----------------------------- ------- -------- --------------
(In thousands)
<S> <C> <C> <C> <C> <C>
0 % None Regular checking $ 50 $ 1,434 2.68%
1.98 None NOW Accounts 50 5,038 9.41
3.00 None Statement Savings 10 1,274 2.38
3.00 None Passbook Accounts 10 8,102 15.13
3.00 None Money Market Deposit Accounts 2,500 2,649 4.95
3.00 1 year Club Accounts 1 79 .15
Certificates of Deposit
-----------------------------
4.00 91 days 91-day certificate 500 6,224 11.62
5.55 14 month Variable Rate/Fixed Term 10,000 1,061 1.98
5.25 12-month Fixed-Term, Fixed-Rate 500 5,956 11.12
5.59 30-month Fixed-Term, Fixed-Rate 500 2,499 4.67
5.45 18-month Fixed-Term, Fixed-Rate 500 2,447 4.57
5.65 60-month Fixed-Term, Fixed-Rate 500 4,225 7.89
5.45 18-month 18-Month IRA Accounts 500 7,520 14.05
5.12 182 days 6-month Money Market 500 4,919 9.19
5.50 42 months Fixed-Term, Fixed-Rate 500 52 .10
------- ------
$53,537 100.00%
======= ======
- -------------------------
</TABLE>
* Represents weighted average interest rate.
TIME DEPOSITS BY RATES
The following table sets forth the time deposits in Cecil Federal
classified by rates at the dates indicated.
<TABLE>
<CAPTION>
At December 31,
-------------------------
1997 1996 1995
------- ------- -------
(In thousands)
<S> <C> <C> <C>
2 - 3.99% (1)... $ 79 $ 242 $ 261
4 - 5.99%....... 27,513 25,163 16,868
6 - 7.99%....... 7,390 4,833 10,226
8 - 9.99% (2)... -- -- 12
------- ------- -------
$34,982 $30,238 $27,367
======= ======= =======
- -------------------------
</TABLE>
(1) Includes Club Accounts.
(2) There are no officers or directors of Cecil Federal earning over 8% on
their deposits.
18
<PAGE>
TIME DEPOSIT MATURITY SCHEDULE
The following table sets forth the amount and maturities of time deposits
at December 31, 1997.
<TABLE>
<CAPTION>
Amount Due
------------------------------------------------
Less Than After
Rate One Year 1-2 Years 2-3 Years 3 Years Total
- --------------------- -------- --------- --------- ------- -------
(In thousands)
<S> <C> <C> <C> <C> <C>
2 - 3.99% (1).. $ 79 $ -- $ -- $ -- $ 79
4 - 5.99%...... 22,209 4,177 586 541 27,513
6 - 7.99%...... 5,159 1,157 838 236 7,390
------- ------ ------ ---- -------
$27,447 $5,334 $1,424 $777 $34,982
======= ====== ====== ==== =======
- -------------------------
</TABLE>
(1) Includes Club Accounts.
The following table indicates the amount of Cecil Federal's certificates of
deposit of $100,000 or more by time remaining until maturity as of December 31,
1997.
<TABLE>
<CAPTION>
Certificates
Maturity Period of Deposits
- --------------- -------------
(In thousands)
<S> <C>
Three months or less............ $2,718
Over three through six months... 3,457
Over six through twelve months.. 1,951
Over twelve months.............. 645
------
Total.......................... $8,771
======
</TABLE>
SAVINGS DEPOSIT ACTIVITY
The following table sets forth the savings activities of Cecil Federal for
the periods indicated.
<TABLE>
<CAPTION>
Year Ended December 31,
--------------------------
1997 1996 1995
-------- ------- -------
<S> <C> <C> <C>
(In thousands)
Deposits........................................... $114,667 $92,077 $72,700
Withdrawals........................................ 111,302 91,349 75,528
-------- ------- -------
Net increase (decrease) before interest credited. 3,365 728 2,828
Interest credited.................................. 2,493 2,099 1,826
-------- ------- -------
Net increase (decrease) in savings deposits...... $ 5,858 $ 2,827 $ 4,654
======== ======= =======
</TABLE>
Management attributes the increase in deposits (prior to interest credited)
for the year ended December 31, 1997 to increased marketing of existing products
to current customers, and the addition of several new savings products.
19
<PAGE>
BORROWINGS. Savings deposits historically have been the primary source of
funds for Cecil Federal's lending and investment activities and for its general
business activities. Cecil Federal is authorized, however, to use advances from
the FHLB of Atlanta to supplement its supply of lendable funds and to meet
deposit withdrawal requirements. Advances from the FHLB typically would be
secured by Cecil Federal's stock in the FHLB and a portion of Cecil Federal's
mortgage loans. Cecil Federal utilized short-term advances from FHLB during the
year.
The FHLB of Atlanta functions as a central reserve bank providing credit
for savings institutions and certain other member financial institutions. As a
member, Cecil Federal is required to own capital stock in the FHLB and is
authorized to apply for advances on the security of such stock and certain of
its home mortgages and other assets (principally, securities which are
obligations of, or guaranteed by, the United States) provided certain standards
related to creditworthiness have been met.
SUBSIDIARY ACTIVITIES
As a federally chartered savings bank, Cecil Federal may invest up to 2% of
its assets in subsidiaries, with an additional investment of 1% of assets where
such investment serves primarily community, inner-city, and community
development purposes. Under such limitations, as of December 31, 1997, Cecil
Federal was authorized to invest up to approximately $1.9 million in the stock
of or in the loans to subsidiaries. In addition, institutions meeting
regulatory capital requirements and certain other tests may invest up to 50% of
their regulatory capital in conforming first mortgage loans to subsidiaries. At
December 31, 1997, Cecil Federal had $62,900 invested in its subsidiaries.
Cecil Federal's wholly owned subsidiaries, Cecil Service Corporation and
Cecil Financial Services Corporation were each established in 1971. Cecil
Service Corporation's primary business is leasing agent for the North East Plaza
Branch. The dollar amount invested in this business activity was $34,200 for
1997. On September 1, 1997, Cecil Financial Services, a service corporation of
Cecil Federal Savings Bank, began offering a full range of brokerage and
investment services in all our branches, through a partnership with UVEST
Investment Services.
With this expansion, Cecil Federal will now offer convenience in servicing
customer needs. Roger L. Owens, CLU, was hired as an investment representative.
He will provide comprehensive investment products tailored to meet current and
future individual financial needs.
The Company has partnered in this venture with UVEST Investment Services, a
registered broker-dealer and member of both the National Association of
Securities Dealers and the Securities Investment Protection Corporation (SIPC).
Headquartered in Charlotte, North Carolina, UVEST has been providing bank-based
investment services through the Southeast since 1982. The dollar amount
invested in this business activity was $28,700 for 1997.
SAIF-insured savings institutions are required to give the FDIC and the
Director of the OTS 30 days' prior notice before establishing or acquiring a new
subsidiary, or commencing any new activity through an existing subsidiary. Both
the FDIC and the Director of the OTS have authority to order termination of
subsidiary activities determined to pose a risk to the safety or soundness of
the institution. In addition, recently adopted capital requirements require
savings institutions to deduct the amount of their investments in and extensions
of credit to subsidiaries engaged in activities not permissible to national
banks from capital in determining regulatory capital compliance. See
"Regulation of the Bank -- Regulatory Capital Requirements."
COMPETITION
Cecil Federal experiences substantial competition both in attracting and
retaining savings deposits and in the making of mortgage and other loans.
Direct competition for savings deposits comes from other savings institutions,
credit unions, regional bank holding companies and commercial banks located in
its primary market area. Significant competition for the Bank's other deposit
products and services comes from money market mutual funds, brokerage
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firms, insurance companies and retail stores. The primary factors in competing
for loans are interest rates and loan origination fees and the range of services
offered by various financial institutions. Competition for origination of real
estate loans normally comes from other savings institutions, commercial banks,
mortgage bankers, mortgage brokers and insurance companies.
Cecil Federal is one of 8 financial institutions with offices in Cecil
County, Maryland. Cecil Federal's primary competition comes from those
institutions as well as numerous additional regional commercial banks and thrift
institutions, which have branch offices near Cecil Federal's market area. Many
of these financial institutions have financial resources substantially greater
than Cecil Federal.
Cecil Federal is able to compete effectively in its primary market area by
offering competitive interest rates and loan fees, and a wide variety of deposit
products and by emphasizing personal customer service and cultivating
relationships with the local businesses. Management believes that, as a result
of Cecil Federal's commitment to competitive pricing, varied products and
personal service, Cecil Federal has developed a solid base of core deposits and
Cecil Federal's loan origination activities are an asset to the community.
REGULATION OF THE BANK
As a federally chartered savings institution, Cecil Federal is subject to
extensive regulation by the OTS. The lending activities and other investments
of Cecil Federal must comply with various federal regulatory requirements. The
OTS periodically examines the Bank for compliance with various regulatory
requirements. The FDIC also has the authority to conduct special examinations
of the Bank because its deposits are insured by the SAIF. The Bank must file
reports with OTS describing its activities and financial condition. The Bank is
also subject to certain reserve requirements promulgated by the Federal Reserve
Board. This supervision and regulation is intended primarily for the protection
of depositors. As a savings institution holding company, the Company is subject
to OTS regulation, examination, supervision and reporting requirements. Certain
of these regulatory requirements are referred to below or appear elsewhere
herein.
Regulatory Capital Requirements. Under OTS capital standards, savings
institutions must maintain "tangible" capital equal to 1.5% of adjusted total
assets, "core" capital equal to 3% of adjusted total assets and "total" capital
(a combination of core and "supplementary" capital) equal to 8% of risk-weighted
assets. Regulatory tangible, core and total capital are not calculated in
accordance with generally accepted accounting principles. The OTS regulation
defines core capital as common stockholders' equity (including retained
earnings), noncumulative perpetual preferred stock and related surplus, minority
interests in the equity accounts of fully consolidated subsidiaries, certain
nonwithdrawable accounts and pledged deposits and "qualifying supervisory
goodwill," less intangible assets other than certain qualifying supervisory
goodwill and certain mortgage servicing rights. At December 31, 1997, Cecil
Federal had no qualifying supervisory goodwill or mortgage servicing rights.
Tangible capital is the same as core capital, except it excludes qualifying
supervisory goodwill and other intangible assets other than certain mortgage
servicing rights.
The OTS capital rule requires that core and tangible capital be further
reduced by an amount equal to a savings institution's debt and equity
investments in any subsidiary engaged in activities not permissible for national
banks, other than a subsidiary engaged in activities undertaken as agent for
customers or in mortgage banking activities and certain subsidiary depository
institutions or their holding companies ("nonincludable subsidiary"). At
December 31, 1997, Cecil Federal had no investments in or extensions of credit
to subsidiaries engaged in activities not permissible for national banks.
Adjusted total assets are a savings association's total assets as
determined under generally accepted accounting principles adjusted for certain
goodwill amounts and increased by a pro rated portion of the assets of
subsidiaries in which the savings association holds a minority interest and
which are not engaged in activities for which the capital rules require
deduction of its debt and equity investments. Adjusted total assets are reduced
by the amount of assets that have
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<PAGE>
been deducted from capital, the portion of the savings association's investments
in subsidiaries that must be deducted from capital under the capital rules and,
for purposes of the core capital requirement, qualifying supervisory goodwill.
In determining compliance with the risk-based capital requirement, a
savings association is allowed to use both core capital and supplementary
capital provided the amount of supplementary capital used does not exceed the
savings association's core capital. Supplementary capital is defined to include
certain preferred stock issues, nonwithdrawable accounts and pledged deposits
that do not qualify as core capital, certain approved subordinated debt, certain
other capital instruments and a portion of the savings association's general
loss allowances. Total core and supplementary capital are reduced by the amount
of capital instruments held by other depository institutions pursuant to
reciprocal arrangements and by the amount of the savings association's high
loan-to-value ratio land loans and non-residential construction loans and equity
investments other than those deducted from core and tangible capital. At
December 31, 1997, the Bank had no high ratio land or nonresidential
construction loans and had no equity investments for which OTS regulations
require deduction from total capital.
The risk-based capital requirement is measured against risk-weighted
assets, which equal the sum of each on-balance-sheet asset and the credit-
equivalent amount of each off-balance-sheet item after being multiplied by an
assigned risk weight. Under the OTS risk-weighting system, cash and securities
backed by the full faith and credit of the U.S. Government are given a 0% risk
weight. Mortgage-backed securities issued, or fully guaranteed as to principal
and interest, by the FNMA or FHLMC are assigned a 20% risk weight. One- to
four-family first mortgages not more than 90 days past due with loan-to-value
ratios under 80%, multi-family mortgages (maximum 36 dwelling units) with loan-
to-value ratios under 80% and average annual occupancy rates over 80%, and
certain qualifying loans for the construction of one- to four-family residences
pre-sold to home purchasers are assigned a risk weight of 50%. Consumer loans,
commercial loans, non-qualifying mortgage loans, most commercial real estate
loans, repossessed assets and assets more than 90 days past due, as well as all
other assets not specifically categorized, are assigned a risk weight of 100%.
The portion of equity investments not deducted from core or supplementary
capital is assigned a 100% risk-weight. OTS capital regulations require savings
institutions to maintain minimum total capital, consisting of core capital plus
supplemental capital, equal to 8.0% of risk-weighted assets.
The table below presents the Bank's capital position relative to its
various regulatory capital requirements at December 31, 1997.
<TABLE>
<CAPTION>
Percent of
Amount Assets (1)
------ ------------
(Dollars in thousands)
<S> <C> <C>
Tangible capital................................ $7,150 11.23%
Tangible capital requirement.................... 955 1.50
------ -----
Excess........................................ $6,195 9.73%
====== =====
Core capital.................................... $7,150 11.23%
Core capital requirement........................ 1,910 3.00
------ -----
Excess........................................ $5,240 8.23%
====== =====
Total capital (i.e., core and
supplementary capital)......................... $7,326 18.08%
Risk-based capital requirement.................. 3,241 8.00
------ -----
Excess........................................ $4,085 10.08%
====== =====
- -------------------------
</TABLE>
(1) Based upon adjusted total assets for purposes of the tangible core capital
requirements, and risk-weighted assets for purposes of the risk-based
capital requirements.
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<PAGE>
OTS risk-based capital rules require savings institutions with more than a
"normal" level of interest rate risk to maintain additional total capital. A
savings institution's interest rate risk is measured in terms of the sensitivity
of its "net portfolio value" to changes in interest rates. Net portfolio value
is defined, generally, as the present value of expected cash inflows from
existing assets and off-balance sheet contracts less the present value of
expected cash outflows from existing liabilities. A savings institution is
considered to have a "normal" level of interest rate risk exposure if the
decline in its net portfolio value after an immediate 200 basis point increase
or decrease in market interest rates (whichever results in the greater decline)
is less than two percent of the current estimated economic value of its assets.
A savings institution with a greater than normal interest rate risk is required
to deduct from total capital, for purposes of calculating its risk-based capital
requirement, an amount (the "interest rate risk component") equal to one-half
the difference between the institution's measured interest rate risk and the
normal level of interest rate risk, multiplied by the economic value of its
total assets.
The OTS calculates the sensitivity of a savings institution's net portfolio
value based on data submitted by the institution in a schedule to its quarterly
Thrift Financial Report and using the interest rate risk measurement model
adopted by the OTS. The amount of the interest rate risk component, if any, to
be deducted from a savings institution's total capital is based on the
institution's Thrift Financial Report filed two quarters earlier. Institutions
with less than $300 million in assets and a risk-based capital ratio above 12%,
like the Bank, generally are exempt from filing the interest rate risk schedule
with their Thrift Financial Reports. However, the OTS will require any exempt
institution that it determines may have a high level of interest rate risk
exposure to file such schedule on a quarterly basis and may be subject to an
additional capital requirement based upon its level of interest rate risk as
compared to its peers. Based upon calculations as of December 31, 1997, Cecil
Federal is not required to deduct an interest-rate risk capital component from
total capital.
In addition to requiring generally applicable capital standards for savings
associations, the Director of OTS is authorized to establish the minimum level
of capital for a savings association at such amount or at such ratio of capital-
to-assets as the Director determines to be necessary or appropriate for such
association in light of the particular circumstances of the association. Such
circumstances would include a high degree of exposure to interest rate risk,
prepayment risk, credit risk, concentration of credit risk and certain risks
arising from non-traditional activities. The Director of OTS may treat the
failure of any savings association to maintain capital at or above such level as
an unsafe or unsound practice and may issue a directive requiring any savings
association which fails to maintain capital at or above the minimum level
required by the Director to submit and adhere to a plan for increasing capital.
Such an order may be enforced in the same manner as an order issued by the FDIC.
Prompt Corrective Regulatory Action. Under the Federal Deposit Insurance
Corporation Improvement Act of 1991 ("FDICIA"), the federal banking regulators
are required to take prompt corrective action if an insured depository
institution fails to satisfy certain minimum capital requirements. All
institutions, regardless of their capital levels, are restricted from making any
capital distribution or paying any management fees if the institution would
thereafter fail to satisfy the minimum levels for any of its capital
requirements. An institution that fails to meet the minimum level for any
relevant capital measure (an "undercapitalized" institution) may be: (i) subject
to increased monitoring by the appropriate federal banking regulator; (ii)
required to submit an acceptable capital restoration plan within 45 days; (iii)
subject to asset growth limits; and (iv) required to obtain prior regulatory
approval for acquisitions, branching and new lines of businesses. The capital
restoration plan must include a guarantee by the institution's holding company
that the institution will comply with the plan until it has been adequately
capitalized on average for four consecutive quarters, under which the holding
company would be liable up to the lesser of 5% of the institution's total assets
or the amount necessary to bring the institution into capital compliance as of
the date it failed to comply with its capital restoration plan. A
"significantly undercapitalized" institution, as well as any undercapitalized
institution that did not submit an acceptable capital restoration plan, may be
subject to regulatory demands for recapitalization, broader application of
restrictions on transactions with affiliates, limitations on interest rates paid
on deposits, asset growth and other activities, possible replacement of
directors and officers, and restrictions on capital distributions by any bank
holding company controlling the institution. Any company controlling the
institution could also be required to divest the institution or the institution
could be required to divest subsidiaries. The senior executive officers of a
significantly undercapitalized
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<PAGE>
institution may not receive bonuses or increases in compensation without prior
approval and the institution is prohibited from making payments of principal or
interest on its subordinated debt. In their discretion, the federal banking
regulators may also impose the foregoing sanctions on an undercapitalized
institution if the regulators determine that such actions are necessary to carry
out the purposes of the prompt corrective action provisions. If an institution's
ratio of tangible capital to total assets falls below a "critical capital
level," the institution will be subject to conservatorship or receivership
within 90 days unless periodic determinations are made that forbearance from
such action would better protect the deposit insurance fund. Unless appropriate
findings and certifications are made by the appropriate federal bank regulatory
agencies, a critically undercapitalized institution must be placed in
receivership if it remains critically undercapitalized on average during the
calendar quarter beginning 270 days after the date it became critically
undercapitalized.
The federal banking regulators, including the OTS, have adopted uniform
regulations implementing the prompt corrective action provisions of FDICIA.
Under such regulations, the federal banking regulators measure a depository
institution's capital adequacy on the basis of the institution's total risk-
based capital ratio (the ratio of its total capital to risk-weighted assets),
Tier 1 risk-based capital ratio (the ratio of its core capital to risk-weighted
assets) and leverage ratio (the ratio of its core capital to adjusted total
assets). Under the regulations, a savings institution that is not subject to an
order or written directive to meet or maintain a specific capital level is
deemed "well capitalized" if it also has: (i) a total risk-based capital ratio
of 10% or greater; (ii) a Tier 1 risk-based capital ratio of 6.0% or greater;
and (iii) a leverage ratio of 5.0% or greater. An "adequately capitalized"
savings institution is an institution that does not meet the definition of well
capitalized and has: (i) a total risk-based capital ratio of 8.0% or greater;
(ii) a Tier 1 capital risk-based ratio of 4.0% or greater; and (iii) a leverage
ratio of 4.0% or greater (or 3.0% or greater if the institution has a composite
1 CAMEL rating). An "undercapitalized" savings institution is an institution
that has (i) a total risk-based capital ratio less than 8.0%; or (ii) a Tier 1
risk-based capital ratio of less than 4.0%; or (iii) a leverage ratio of less
than 4.0% (or 3.0% if the institution has a composite 1 CAMEL rating). A
"significantly undercapitalized" savings institution is defined as an
institution that has: (i) a total risk-based capital ratio of less than 6.0%; or
(ii) a Tier 1 risk-based capital ratio of less than 3.0%; or (iii) a leverage
ratio of less than 3.0%. A "critically undercapitalized" savings institution is
defined as an institution that has a ratio of "tangible equity" to total assets
of less than 2.0%. Tangible equity is defined as core capital plus cumulative
perpetual preferred stock (and related surplus) less all intangibles other than
qualifying supervisory goodwill and certain purchased mortgage servicing rights.
The OTS may reclassify a well capitalized savings institution as adequately
capitalized and may require an adequately capitalized or undercapitalized
institution to comply with the supervisory actions applicable to institutions in
the next lower capital category if the OTS determines, after notice and an
opportunity for a hearing, that the institution is in an unsafe or unsound
condition or that the institution has received and not corrected a less-than-
satisfactory rating for any CAMEL rating category. Cecil Federal is classified
as well capitalized under the prompt corrective action regulations.
24
<PAGE>
The table below presents the Bank's capital position at December 31, 1997
relative to its various minimum regulatory capital requirements under the prompt
corrective regulations.
<TABLE>
<CAPTION>
Percent of
Amount Assets (1)
------ ----------
(Dollars in thousands)
<S> <C> <C>
Tangible equity......................... $7,150 11.23%
Tangible equity requirement............. 955 1.50
------ -----
Excess................................ $6,195 9.73%
====== =====
Tier 1 or leverage capital.............. $7,150 11.23%
Tier 1 or leverage capital requirement.. 1,910 3.00
------ -----
Excess................................ $5,240 8.24%
====== =====
Tier 1 risk-based capital............... $7,150 11.23%
Tier 1 risk-based capital requirement... 2,547 4.00
------ -----
Excess................................ $4,603 7.23%
====== =====
Risk-based capital...................... $7,326 18.08%
Risk-based capital requirement.......... 3,241 8.00
------ -----
Excess................................ $4,085 10.08%
====== =====
- -------------------------
</TABLE>
(1) Based upon adjusted total assets for purposes of the tangible equity and
Tier 1 or leverage capital requirements, and risk-weighted assets for
purposes of the Tier 1 risk-based and risk-based capital requirements.
Safety and Soundness Standards. Under FDICIA, as amended by the Riegle
Community Development and Regulatory Improvement Act of 1994 (the "CDRI Act"),
each Federal banking agency is required to establish safety and soundness
standards for institutions under its authority. On July 10, 1995, the federal
banking agencies, including the OTS and the Federal Reserve Board, released
Interagency Guidelines Establishing Standards for Safety and Soundness and
published a final rule establishing deadlines for submission and review of
safety and soundness compliance plans. The final rule and the guidelines went
into effect on August 9, 1995. The guidelines require depository institutions
to maintain internal controls and information systems and internal audit systems
that are appropriate for the size, nature and scope of the institution's
business. The guidelines also establish certain basic standards for loan
documentation, credit underwriting, interest rate risk exposure, and asset
growth. The guidelines further provide that depository institutions should
maintain safeguards to prevent the payment of compensation, fees and benefits
that are excessive or that could lead to material financial loss, and should
take into account factors such as comparable compensation practices at
comparable institutions. If the appropriate federal banking agency determines
that a depository institution is not in compliance with the safety and soundness
guidelines, it may require the institution to submit an acceptable plan to
achieve compliance with the guidelines. A depository institution must submit an
acceptable compliance plan to its primary federal regulator within 30 days of
receipt of a request for such a plan. Failure to submit or implement a
compliance plan may subject the institution to regulatory sanctions. Management
believes that the Bank already meets substantially all the standards adopted in
the interagency guidelines, and therefore does not believe that implementation
of these regulatory standards will materially affect the operations of the Bank.
Additionally under FDICIA, as amended by the CDRI Act, the federal banking
agencies are required to establish standards relating to the asset quality and
earnings that the agencies determine to be appropriate. On July 10, 1995, the
federal banking agencies, including the OTS and the Federal Reserve Board,
issued proposed guidelines relating to asset quality and earnings. Under the
proposed guidelines, an FDIC insured depository institution should
25
<PAGE>
maintain systems, commensurate with its size and the nature and scope of its
operations, to identify problem assets and prevent deterioration in those assets
as well as to evaluate and monitor earnings and ensure that earnings are
sufficient to maintain adequate capital and reserves. Management believes that
the asset quality and earnings standards, in the form proposed by the banking
agencies, would not have a material effect on the operations of the Bank.
Liquidity Requirements. Cecil Federal is required to maintain average
daily balances of liquid assets (cash, certain time deposits, bankers'
acceptances, highly rated corporate debt and commercial paper, securities of
certain mutual funds, and specified United States government, state or federal
agency obligations) equal to a monthly average of not less than a specified
percentage (currently 4%) of its net withdrawable savings deposits plus short-
term borrowings. Monetary penalties may be imposed for failure to meet
liquidity requirements. The average daily liquidity and short-term liquidity
ratios of the Bank at December 31, 1997 were 11.29% and 13.33%, respectively,
substantially all of which qualified as short-term liquidity. A substantial
sustained decline in savings deposits could adversely affect the Bank's
liquidity which could result in restricted operations and additional borrowings
from the FHLB.
Deposit Insurance. The Bank is required to pay assessments based on a
percent of its insured deposits to the FDIC for insurance of its deposits by the
SAIF. Under the Federal Deposit Insurance Act, the FDIC is required to set
semi-annual assessments for SAIF-insured institutions at a level necessary to
maintain the designated reserve ratio of the SAIF at 1.25% of estimated insured
deposits or at a higher percentage of estimated insured amounts that the FDIC
determines to be justified for that year by circumstances indicating a
significant risk of substantial future losses to the SAIF.
Under the FDIC's risk-based deposit insurance assessment system, the
assessment rate for an insured depository institution depends on the assessment
risk classification assigned to the institution by the FDIC, which is determined
by the institution's capital level and supervisory evaluations. Based on the
data reported to regulators for the date closest to the last day of the seventh
month preceding the semi-annual assessment period, institutions are assigned to
one of three capital groups -- well capitalized, adequately capitalized or
undercapitalized -- using the same percentage criteria as in the prompt
corrective action regulations. See "-- Prompt Corrective Regulatory Action."
Within each capital group, institutions are assigned to one of three subgroups
on the basis of supervisory evaluations by the institution's primary supervisory
authority and such other information as the FDIC determines to be relevant to
the institution's financial condition and the risk posed to the deposit
insurance fund. Subgroup A consists of financially sound institutions with only
a few minor weaknesses. Subgroup B consists of institutions that demonstrate
weaknesses which, if not corrected, could result in significant deterioration of
the institution and increased risk of loss to the deposit insurance fund.
Subgroup C consists of institutions that pose a substantial probability of loss
to the deposit insurance fund unless effective corrective action is taken.
The Bank's savings deposits are insured by the SAIF, which is administered
by the FDIC. The FDIC also administers the BIF, which has the same designated
reserve ratio as the SAIF. On August 8, 1995, the FDIC lowered the deposit
insurance assessment rate for most commercial banks and other depository
institutions with deposits insured by the BIF to a range of from 0.31% of
insured deposits for undercapitalized BIF-insured institutions to 0.04% of
deposits for well-capitalized institutions, which constitute over 90% of BIF-
insured institutions.
For the past several semi-annual periods, institutions with SAIF-assessable
deposits, like the Bank, have been required to pay higher deposit insurance
premiums than institutions with deposits insured by the BIF. In order to
recapitalize the SAIF and address the premium disparity, the recently-enacted
Deposit Insurance Funds Act of 1996 authorized the FDIC to impose a one-time
special assessment on institutions with SAIF-assessable deposits based on the
amount determined by the FDIC to be necessary to increase the reserve levels of
the SAIF to the designated reserve ratio of 1.25% of insured deposits.
Institutions were assessed at the rate of 65.7 basis points based on the amount
of
26
<PAGE>
their SAIF-assessable deposits as of March 31, 1995. As a result of the special
assessment the Bank incurred a pre-tax expense of $270,000 during the quarter
ended September 30, 1996 and the year ended December 31, 1997.
The FDIC has adopted a new assessment schedule for SAIF deposit insurance
pursuant to which the assessment rate for well-capitalized institutions with the
highest supervisory ratings have been reduced to zero and institutions in the
lowest risk assessment classification are assessed at the rate of 0.27% of
insured deposits. Until December 31, 1999, however, SAIF-insured institutions,
will be required to pay assessments to the FDIC at the rate of 6.5 basis points
to help fund interest payments on certain bonds issued by the Financing
Corporation ("FICO") an agency of the federal government established to finance
takeovers of insolvent thrifts. During this period, BIF members will be
assessed for these obligations at the rate of 1.3 basis points. After December
31, 1999, both BIF and SAIF members will be assessed at the same rate for FICO
payments.
Each depository institution participating in a SAIF-to-BIF conversion
transaction is required to pay an exit fee to SAIF equal to 0.90% of the
deposits transferred and an entrance fee to BIF based on the current reserve
ratio of the BIF. A savings institution is not prohibited from adopting a
commercial bank or savings bank charter if the resulting bank remains a SAIF
member.
Qualified Thrift Lender Test. A savings institution that does not meet the
Qualified Thrift Lender ("QTL") test must either convert to a bank charter or
comply with the following restrictions on its operations: (i) the institution
may not engage in any new activity or make any new investment, directly or
indirectly, unless such activity or investment is permissible for a national
bank; (ii) the branching powers of the institution shall be restricted to those
of a national bank; (iii) the institution shall not be eligible to obtain any
advances from its FHLB; and (iv) payment of dividends by the institution shall
be subject to the rules regarding payment of dividends by a national bank. Upon
the expiration of three years from the date the institution ceases to be a QTL,
it must cease any activity and not retain any investment not permissible for a
national bank and immediately repay any outstanding FHLB advances (subject to
safety and soundness considerations).
To qualify as a QTL, a savings institution must either qualify as a
"domestic building and loan association" under the Internal Revenue Code or
maintain at least 65% of its "portfolio assets" in Qualified Thrift Investments.
Portfolio assets are defined as total assets less intangibles, property used by
a savings institution in its business and liquidity investments in an amount not
exceeding 20% of assets. Qualified Thrift Investments consist of (i) loans,
equity positions or securities related to domestic, residential real estate or
manufactured housing and educational, small business and credit card loans; and
(ii) subject to an aggregate 20% of portfolio assets limit, shares of stock in
the FHLMC and the FNMA, loans for personal, family, household purposes, 50% of
the dollar amount of residential mortgage loans originated and sold within 90
days of origination, and 200% of an institution's investments in loans to
finance "starter homes" and loans for construction, development or improvement
of housing and community service facilities or for financing small businesses in
"credit-needy" areas. In order to maintain QTL status, the savings institution
must maintain a weekly average percentage of Qualified Thrift Investments to
portfolio assets equal to 65% on a monthly average basis in nine out of 12
months. A savings institution that fails to maintain QTL status will be
permitted to requalify once, and if it fails the QTL test a second time, it will
become immediately subject to all penalties as if all time limits on such
penalties had expired. Failure to qualifying as a QTL results in a number of
sanctions, including the imposition of certain operating restrictions imposed on
national banks and a restriction on obtaining additional advances from the FHLB
system. Upon failure to qualify as a QTL for two years, a savings institution
must convert to a commercial bank.
27
<PAGE>
At December 31, 1997, approximately 95.69% of the Bank's assets were
invested in Qualified Thrift Investments, which was in excess of the percentage
required to qualify the Bank under the QTL test.
Limits on Loans to One Borrower. Savings institutions generally are
subject to the lending limits applicable to national banks. With certain
limited exceptions, a savings institution's loans and extensions of credit
outstanding to any borrower (including certain related entities of the borrower)
at any one time shall not exceed 15% of the unimpaired capital and surplus of
the institution. A savings institution may lend an additional amount, equal to
10% of unimpaired capital and surplus, if such loan is fully secured by readily
marketable collateral. Savings institutions are additionally authorized to make
loans to one borrower, for any purpose, in an amount not to exceed $500,000 or,
by order of the Director of OTS, in an amount not to exceed the lesser of
$30,000,000 or 30% of unimpaired capital and surplus to develop residential
housing, provided: (i) the purchase price of each single-family dwelling in the
development does not exceed $500,000; (ii) the savings institution is in
compliance with its fully phased-in capital requirements; (iii) the loans comply
with applicable loan-to-value requirements, and; (iv) the aggregate amount of
loans made under this authority does not exceed 150% of unimpaired capital and
surplus. The lending limits generally do not apply to purchase money mortgage
notes taken from the purchaser of real property acquired by the savings
institution in satisfaction of debts previously contracted if no new funds are
advanced to the borrower and the institution is not placed in a more detrimental
position as a result of the sale. Certain types of loans are excepted from the
lending limits, including loans secured by savings deposits. The loans-to-one
borrower limits have not had a significant impact on the operations of the Bank.
The Bank has no lending relationships in excess of applicable loans-to-one
borrower limits. At December 31, 1997, the Bank's regulatory loan-to-one-
borrower limit was $1,102,850, and the Bank did not have any lending
relationships in excess of this limit.
Dividend Restrictions. Under regulations of the OTS, Cecil Federal may not
pay dividends on its capital stock if its regulatory capital would thereby be
reduced below the amount then required for the liquidation account established
for the benefit of certain depositors of the Bank at the time of its conversion
to stock form. In addition, savings institution subsidiaries of savings and
loan holding companies are required to give the OTS 30 days' prior notice of any
proposed declaration of dividends to the holding company.
Federal regulations impose additional limitations on the payment of
dividends and other capital distributions (including stock repurchases and cash
mergers) by Cecil Federal. Under these regulations, a savings institution that,
immediately prior to, and on a pro forma basis after giving effect to, a
proposed capital distribution, has total capital (as defined by OTS regulation)
that is equal to or greater than the amount of its fully phased-in capital
requirements (a "Tier 1 Institution") is generally permitted without OTS
approval, after notice, to make capital distributions during a calendar year in
the amount of up to the greater of (i) 100% of its net income to date during the
calendar year plus an amount that would reduce by one-half the amount by which
its capital-to-assets ratio exceeded its fully phased-in capital requirement to
assets ratio at the beginning of the calendar year, or (ii) 75% of its net
income for the previous four quarters. A savings institution with total capital
in excess of current minimum capital requirements but not in excess of the fully
phased-in requirements (a "Tier 2 Institution") is permitted to make capital
distributions without OTS approval of between up to 75% of its net income for
the previous four quarters, less dividends already paid for such period. A
savings institution that fails to meet current minimum capital requirements (a
"Tier 3 Institution") is prohibited from making any capital distributions
without the prior approval of the OTS. Tier 1 Institutions that have been
notified by the OTS that they are in need of more than normal supervision will
be treated as either a Tier 2 or Tier 3 Institution. Unless the OTS determines
that the Bank is an institution requiring more than normal supervision, the Bank
expects to be authorized to pay dividends in accordance with the provisions of
the OTS regulations discussed above as a Tier 1 Institution.
Under the OTS' prompt corrective action regulations, the Bank is also
prohibited from making any capital distributions if after making the
distribution, the Bank would have: (i) a total risk-based capital ratio of less
than 8.0%; (ii) a Tier 1 risk-based capital ratio of less than 4.0%; or (iii) a
leverage ratio of less than 4.0%. The OTS, after consultation with the FDIC,
however, may permit an otherwise prohibited stock repurchase if made in
connection with
28
<PAGE>
the issuance of additional shares in an equivalent amount and the repurchase
will reduce the institution's financial obligations or otherwise improve the
institution's financial condition.
In addition to the foregoing, earnings of Cecil Federal appropriated to bad
debt reserves and deducted for federal income tax purposes are not available for
payment of cash dividends or other distributions to stockholders without payment
of taxes at the then current tax rate by the Bank on the amount of earnings
removed from the reserves for such distributions. See "Taxation."
Federal Home Loan Bank System. The FHLB System consists of 12 district
FHLBs subject to supervision and regulation by the Federal Housing Finance Board
("FHFB"). The FHLBs provide a central credit facility primarily for member
institutions. As a member of the FHLB of Atlanta, the Bank is required to
acquire and hold shares of capital stock in the FHLB of Atlanta in an amount at
least equal to 1% of the aggregate unpaid principal of its home mortgage loans,
home purchase contracts, and similar obligations at the beginning of each year,
or 1/20 of its advances (borrowings) from the FHLB of Atlanta, whichever is
greater. Cecil Federal was in compliance with this requirement with investment
in FHLB of Atlanta stock at December 31, 1997, of $438,100. The FHLB of Atlanta
serves as a reserve or central bank for its member institutions within its
assigned district. It is funded primarily from proceeds derived from the sale
of consolidated obligations of the FHLB System. It offers advances to members
in accordance with policies and procedures established by the FHFB and the Board
of Directors of the FHLB of Atlanta. Long-term advances may only be made for
the purpose of providing funds for residential housing finance. Cecil Federal
utilized short term advances from the FHLB of Atlanta during the year.
Federal Reserve System. Pursuant to regulations of the Federal Reserve
Board, all FDIC-insured depository institutions must maintain average daily
reserves equal to 3% on the first $47.8 million of transaction accounts, plus
10% on all remaining transaction accounts. This percentage is subject to
adjustment by the Federal Reserve Board. Because required reserves must be
maintained in the form of vault cash or in a noninterest bearing account at a
Federal Reserve Bank, the effect of the reserve requirement is to reduce the
amount of the institution's interest-earning assets. At December 31, 1997, the
Bank met its reserve requirements.
REGULATION OF THE COMPANY
The Company is registered as a savings and loan holding company with the
OTS and subject to OTS regulations, examinations, supervision and reporting
requirements. As a subsidiary of a savings and loan holding company, the Bank
is subject to certain restrictions in its dealings with the Company and
affiliates thereof.
Activities Restrictions. The Board of Directors of the Company presently
operates the Company as a unitary savings and loan holding company. There are
generally no restrictions on the activities of a unitary savings and loan
holding company. However, if the Director of OTS determines that there is
reasonable cause to believe that the continuation by a savings and loan holding
company of an activity constitutes a serious risk to the financial safety,
soundness, or stability of its subsidiary savings association, the Director of
OTS may impose such restrictions as deemed necessary to address such risk and
limiting (i) payment of dividends by the savings association, (ii) transactions
between the savings association and its affiliates, and (iii) any activities of
the savings association that might create a serious risk that the liabilities of
the holding company and its affiliates may be imposed on the savings
association. Notwithstanding the above rules as to permissible business
activities of unitary savings and loan holding companies, if the savings
association subsidiary of such a holding company fails to meet the QTL test,
then such unitary holding company shall also presently become subject to the
activities restrictions applicable to multiple holding companies and unless the
savings association requalifies as a Qualified Thrift Lender within one year
thereafter, register as, and become subject to, the restrictions applicable to a
bank holding company.
If the Company were to acquire control of another savings association,
other than through merger or other business combination with the Bank, the
Company would thereupon become a multiple savings and loan holding company.
Except where such acquisition is pursuant to the authority to approve emergency
thrift acquisitions and where
29
<PAGE>
each subsidiary savings association meets the QTL test, the activities of the
Company and any of its subsidiaries (other than the Bank or other subsidiary
savings institutions) would thereafter be subject to further restrictions.
Among other things, no multiple savings and loan holding company or subsidiary
thereof which is not a savings association shall commence or continue for a
limited period of time after becoming a multiple savings and loan holding
company or subsidiary thereof, any business activity, upon prior notice to, and
no objection by the OTS, other than (i) furnishing or performing management
services for a subsidiary savings association, (ii) conducting an insurance
agency or escrow business, (iii) holding, managing, or liquidating assets owned
by or acquired from a subsidiary savings institution, (iv) holding or managing
properties used or occupied by a subsidiary savings institution, (v) acting as
trustee under deeds of trust, (vi) those activities previously directly
authorized by the FSLIC by regulation as of March 5, 1987 to be engaged in by
multiple holding companies or (vii) those activities authorized by the Federal
Reserve Board as permissible for bank holding companies, unless the Director of
OTS by regulation prohibits or limits such activities for savings and loan
holding companies. Those activities described in (vii) above must also be
approved by the Director of OTS prior to being engaged in by a multiple holding
company.
Transactions with Affiliates. Transactions between savings associations
and any affiliate are governed by Sections 23A and 23B of the Federal Reserve
Act. An affiliate of a savings association is any company or entity which
controls, is controlled by or is under common control with the savings
association. In a holding company context, the parent holding company of a
savings association (such as the Company) and any companies which are controlled
by such parent holding company are affiliates of the savings association.
Generally, Sections 23A and 23B (i) limit the extent to which the savings
institution or its subsidiaries may engage in "covered transactions" with any
one affiliate to an amount equal to 10% 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% of such capital stock and surplus and (ii)
require that all such transactions be on terms substantially the same, or at
least as favorable, to the institution or subsidiary as those provided to a non-
affiliate. The term "covered transaction" includes the making of loans,
purchase of assets, issuance of a guarantee and similar other types of
transactions. In addition to the restrictions imposed by Sections 23A and 23B,
no savings association may (i) loan or otherwise extend credit to an affiliate,
except for any affiliate which engages only in activities which are permissible
for bank holding companies, or (ii) purchase or invest in any stocks, bonds,
debentures, notes or similar obligations of any affiliate, except for affiliates
which are subsidiaries of the savings association. Section 106 of the Bank
Holding Company Act ("BHCA") which also applies to the Bank prohibits the Bank
from extending credit to or offering any other services, or fixing or varying
the consideration for such extension of credit or service, on the condition that
the customer obtain some additional service from the institution or certain of
its affiliates or not obtain services of a competitor of the institution,
subject to certain exceptions.
Savings associations are also subject to the restrictions contained in
Section 22(h) of the Federal Reserve Act on loans to executive officers,
directors and principal stockholders. Under Section 22(h), loans to an
executive officer and to a greater than 10% stockholder of a savings association
and certain affiliated entities of either, may not exceed, together with all
other outstanding loans to such person and affiliated entities the association's
loan to one borrower limit (generally equal to 15% of the institution's
unimpaired capital and surplus and an additional 10% of such capital and surplus
for loans fully secured by certain readily marketable collateral). Section
22(h) also prohibits loans, above amounts prescribed by the appropriate federal
banking agency, to directors, executive officers and greater than 10%
stockholders of a savings association, and their respective affiliates, unless
such loan is approved in advance by a majority of the board of directors of the
association with any "interested" director not participating in the voting. The
Federal Reserve Board has prescribed the loan amount (which includes all other
outstanding loans to such person), as to which such prior board of director
approval if required, as being the greater of $25,000 or 5% of capital and
surplus (up to $500,000). Further, the Federal Reserve Board pursuant to
Section 22(h) requires that loans to directors, executive officers and principal
stockholders be made on terms substantially the same as offered in comparable
transactions to other persons. Section 22(h) also generally prohibits a
depository institution from paying the overdrafts of any of its executive
officers or directors.
Section 22(g) of the Federal Reserve Act requires that loans to executive
officers of depository institutions not be made on terms more favorable than
those afforded to other borrowers, requires approval for such extensions of
credit
30
<PAGE>
by the board of directors of the institution, and imposes reporting requirements
for and additional restrictions on the type, amount and terms of credits to such
officers. In addition, Section 106 of the BHCA prohibits extensions of credit
to executive officers, directors, and greater than 10% stockholders of a
depository institution by any other institution which has a correspondent
banking relationship with the institution, unless such extension of credit is on
substantially the same terms as those prevailing at the time for comparable
transactions with other persons and does not involve more than the normal risk
of repayment or present other unfavorable features.
Restrictions on Acquisitions. Savings and loan holding companies are
generally prohibited from acquiring, without prior approval of the Director of
OTS, (i) control of any other savings association or savings and loan holding
company or substantially all the assets thereof or (ii) more than 5% of the
voting shares of a savings association or holding company thereof which is not a
subsidiary. Except with the prior approval of the Director of OTS, no director
or officer of a savings and loan holding company or person owning or controlling
by proxy or otherwise more than 25% of such company's stock, may also acquire
control of any savings association, other than a subsidiary savings association,
or of any other savings and loan holding company.
The Director of OTS may only approve acquisitions resulting in the
formation of a multiple savings and loan holding company which controls savings
institutions in more than one state if: (i) the multiple savings and loan
holding company involved controls a savings institution which operated a home or
branch office in the state of the institution to be acquired as of March 5,
1987; (ii) the acquiror is authorized to acquire control of the savings
institution pursuant to the emergency acquisition provisions of the Federal
Deposit Insurance Act; or (iii) the statutes of the state in which the
institution to be acquired is located specifically permit institutions to be
acquired by state-chartered institutions or savings and loan holding companies
located in the state where the acquiring entity is located (or by a holding
company that controls such state-chartered savings institutions).
The OTS regulations permit federal associations to branch in any state or
states of the United States and its territories. Except in supervisory cases or
when interstate branching is otherwise permitted by state law or other statutory
provision, a federal association may only establish an out-of-state branch under
such OTS regulation if (i) the federal association qualifies as a Qualified
Thrift Lender or a "domestic building and loan association" under (S)7701(a)(19)
of the Internal Revenue Code of 1986, as amended (the "Code") and the total
assets attributable to all branches of the association in the state would
qualify such branches taken as a whole for treatment as a Qualified Thrift
Lender or for treatment as a domestic building and loan association and (ii)
such branch would not result in (a) formation of a prohibited multi-state
multiple savings and loan holding company or (b) a violation of certain
statutory restrictions on branching by savings association subsidiaries of
banking holding companies. Federal associations generally may not establish new
branches unless the association meets or exceeds minimum regulatory capital
requirements. The OTS will also consider the association's record of compliance
with the Community Reinvestment Act of 1977 in connection with any branch
application.
The BHCA specifically authorizes the Federal Reserve Board to approve an
application by a bank holding company to acquire control of any savings
association. Pursuant to rules promulgated by the Federal Reserve Board,
owning, controlling or operating a savings association is a permissible activity
for bank holding companies, if the savings association engages only in deposit-
taking activities and lending and other activities that are permissible for bank
holding companies.
A bank holding company that controls a savings association may merge or
consolidate the assets and liabilities of the savings association with, or
transfer assets and liabilities to, any subsidiary bank which is a member of the
BIF with the approval of the appropriate federal banking agency and the Federal
Reserve Board. The resulting bank will be required to continue to pay
assessments to the SAIF at the rates prescribed for SAIF members on the deposits
attributable to the merged savings association plus an annual growth increment.
In addition, the transaction must comply with the restrictions on interstate
acquisitions of commercial banks under the BHCA.
31
<PAGE>
TAXATION
General. The Company and its subsidiaries file a consolidated federal
income tax return on a fiscal year basis. Consolidated returns have the effect
of eliminating intercompany distributions, including dividends, from the
computation of consolidated taxable income for the taxable year in which the
distributions occur.
Thrift institutions are subject to the provisions of the Code in the same
general manner as other corporations. Prior to recent legislation, institutions
such as Cecil Federal which met certain definitional tests and other conditions
prescribed by the Code benefitted from certain favorable provisions regarding
their deductions from taxable income for annual additions to their bad debt
reserve. For purposes of the bad debt reserve deduction, loans were separated
into "qualifying real property loans," which generally are loans secured by
interests in certain real property, and nonqualifying loans, which are all other
loans. The bad debt reserve deduction with respect to nonqualifying loans was
based on actual loss experience, however, the amount of the bad debt reserve
deduction with respect to qualifying real property loans could be based upon
actual loss experience (the "experience method") or a percentage of taxable
income determined without regard to such deduction (the "percentage of taxable
income method"). Legislation recently signed by the President repealed the
percentage of taxable income method of calculating the bad debt reserve. Cecil
Federal historically has elected to use the percentage of taxable income method.
Earnings appropriated to an institution's bad debt reserve and claimed as a
tax deduction were not available for the payment of cash dividends or for
distribution to shareholders (including distributions made on dissolution or
liquidation), unless such amount was included in taxable income, along with the
amount deemed necessary to pay the resulting federal income tax.
Beginning with the first taxable year beginning after December 31, 1995,
savings institutions, such as the Bank, will be treated the same as commercial
banks. Institutions with $500 million or more in assets will only be able to
take a tax deduction when a loan is actually charged off. Institutions with
less than $500 million in assets will still be permitted to make deductible bad
debt additions to reserves, but only using the experience method.
The Bank's federal income tax returns have not been examined since 1991.
For further information regarding federal income taxes, see Note 10 of the Notes
to Consolidated Financial Statements in the Annual Report.
Under provisions of the Revenue Reconciliation Act of 1993 ("RRA"), enacted
on August 10, 1993, the maximum federal corporate income tax rate was increased
from 34% to 35% for taxable income over $10.0 million, with a 3% surtax imposed
on taxable income over $15.0 million. Also under provisions of RRA, a separate
depreciation calculation requirement has been eliminated in the determination of
adjusted current earnings for purposes of determining alternative minimum
taxable income, rules relating to payment of estimated corporate income taxes
were revised, and certain acquired intangible assets such as goodwill and
customer-based intangibles were allowed a 15-year amortization period.
Beginning with tax years ending on or after January 1, 1993, RRA also provides
that securities dealers must use mark-to-market accounting and generally reflect
changes in value during the year or upon sale as taxable gains or losses. The
IRS has indicated that financial institutions which originate and sell loans
will be subject to the rule.
STATE INCOME TAXATION. The State of Maryland imposes an income tax of
approximately 7% on income measured substantially the same as federally taxable
income. The Bank's state income tax returns have not been audited during the
past five fiscal years. For additional information, see Note 10 of the Notes to
Consolidated Financial Statements in the Annual Report.
32
<PAGE>
EMPLOYEES
Cecil Federal had 21 full-time employees and two part-time employees as of
December 31, 1997, none of whom was represented by a collective bargaining
agreement. Cecil Federal believes that it enjoys excellent relations with its
personnel.
ITEM 2. DESCRIPTION OF PROPERTY
- --------------------------------
The following table sets forth the location and certain additional
information regarding Cecil Federal's offices at December 31, 1997. Cecil
Federal owns the Elkton office and currently leases the North East office.
<TABLE>
<CAPTION>
Year Square
Opened Footage Deposits Net Book Value
--------- ------- ----------- --------------
<S> <C> <C> <C> <C>
MAIN OFFICE:
127 North Street
Elkton, Maryland 1969 3,500 $41,202,453 $297,166
LOAN CENTER
135 North Street
Elkton, MD 21922 1995 (2) 3,000 -- 78,032
BRANCH OFFICE:
108 North East Plaza
North East, Maryland 1975 (1) 2,000 12,334,520 49,996
----------- --------------
$53,536,973 $425,194
=========== ==============
- -------------
</TABLE>
(1) Original lease signed 11/74 for 20 years with five year renewals.
Currently paying $1,365 per month. A lease extension was signed 1/16/95
for 10 years with 5 year renewals.
(2) Original lease signed 5/23/95 for five years with three successive five
year renewals. Currently paying $1,700 per month.
ITEM 3. LEGAL PROCEEDINGS
- --------------------------
There are currently no pending legal proceedings to which Cecil Federal is
a party or to which any of its property is subject, although from time to time
Cecil Federal is involved in routine legal proceedings occurring in the ordinary
course of business.
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
- ------------------------------------------------------------
No matters were submitted to a vote of security holders during the fourth
quarter of fiscal 1997.
PART II
ITEM 5. MARKET FOR COMMON EQUITY AND RELATED STOCKHOLDER MATTERS
- -----------------------------------------------------------------
The information contained under the section captioned "Market and Dividend
Information" in the Annual Report is incorporated herein by reference.
33
<PAGE>
ITEM 6. MANAGEMENT'S DISCUSSION AND ANALYSIS OR PLAN OF OPERATION
- ------------------------------------------------------------------
The information contained in the section captioned "Management's Discussion
and Analysis of Financial Condition and Results of Operations" in the Annual
Report is incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS
- -----------------------------
The Independent Auditor's Report and Related Consolidated Financial
Statements and Notes thereto contained in the Annual Report are incorporated
herein by reference.
ITEM 8. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
- ------------------------------------------------------------------------
FINANCIAL DISCLOSURE
- --------------------
Not applicable.
PART III
ITEM 9. DIRECTORS, EXECUTIVE OFFICERS, PROMOTERS AND CONTROL PERSONS;
- ----------------------------------------------------------------------
COMPLIANCE WITH SECTION 16(A) OF THE EXCHANGE ACT
- -------------------------------------------------
Information concerning the directors and executive officers of the Company
is incorporated herein by reference to the section captioned "Proposal I --
Election of Directors" in the Proxy Statement.
Based solely on a review of reports of beneficial ownership filed on Forms
3, 4 and 5, there were no delinquent filers of such reports for the fiscal year
ended December 31, 1997.
ITEM 10. EXECUTIVE COMPENSATION
- --------------------------------
The information required by this item is incorporated herein by reference
to the section captioned "Proposal I -- Election of Directors -- Executive
Compensation" in the Proxy Statement.
ITEM 11. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT
- ------------------------------------------------------------------------
(a) SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS
-----------------------------------------------
Information required by this item is incorporated herein by reference
to the section captioned "Voting Securities and Principal Holders
Thereof" in the Proxy Statement.
(b) SECURITY OWNERSHIP OF MANAGEMENT
--------------------------------
Information required by this item is incorporated herein by reference
to the sections captioned "Voting Securities and Principal Holders
Thereof" and "Proposal I -- Election of Directors."
34
<PAGE>
(c) CHANGES IN CONTROL
------------------
Management of the Company knows of no arrangements, including any
pledge by any person of securities of the Company, the operation of
which may at a subsequent date result in a change in control of the
registrant.
ITEM 12. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS
- --------------------------------------------------------
The information required by this item is incorporated herein by reference
to the section captioned "Proposal I -- Election of Directors -- Transactions
with Management" in the Proxy Statement.
ITEM 13. EXHIBITS, FINANCIAL STATEMENT SCHEDULES AND REPORTS ON FORM 8-K
- -------------------------------------------------------------------------
(a) DOCUMENTS FILED AS PART OF THIS REPORT
--------------------------------------
(1) FINANCIAL STATEMENTS. The following financial statements contained in
--------------------
the Annual Report, Exhibit 13 hereto, are incorporated herein by reference.
Independent Auditors' Report
Consolidated Statements of Financial Condition as of December 31, 1997
and 1996
Consolidated Statements of Operations for the Years Ended December 31,
1997, 1996 and 1995
Consolidated Statements of Shareholders' Equity for the Years Ended
December 31, 1997, 1996 and 1995
Consolidated Statements of Cash Flows for the Years Ended December 31,
1997, 1996 and 1995
Notes to Consolidated Financial Statements.
(2) FINANCIAL STATEMENT SCHEDULES. All schedules for which provision is
-----------------------------
made in the applicable accounting regulations of the SEC are omitted because of
the absence of conditions under which they are required or because the required
information is included in the consolidated financial statements and related
notes thereto.
(3) EXHIBITS. The following is a list of exhibits filed as part of this
--------
Annual Report on Form 10-KSB with an index to their location in the sequentially
numbered copy of this Annual Report on Form 10-KSB.
No. Description
--- -----------
3.1 Articles of Incorporation of Cecil Bancorp, Inc. *
3.2 Bylaws of Cecil Bancorp, Inc. *
4 Form of Common Stock Certificate *
10.2 Employment Agreement between Cecil Bancorp, Inc., Cecil Federal
Savings Bank and Mary Halsey *
35
<PAGE>
10.3 Cecil Bancorp, Inc. Stock Option and Incentive Plan **
10.4 Cecil Bancorp, Inc. Management Recognition Plan **
10.5 Cecil Federal Savings Bank Retirement Plan for Non-Employee
Directors ***
13 Annual Report to Stockholders for the year ended December 31, 1997
21 Subsidiaries
23 Independent Auditor's Consent
27 Financial Data Schedule
- -----------------------
* Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 33-81374).
** Incorporated by reference to the Company's Proxy Statement for its Annual
Meeting of May 25, 1995 (File No. 0-24926).
*** Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1994 (File No. 0-24926).
(b) No reports on Form 8-K were filed during the last quarter of the
fiscal year covered by this report.
36
<PAGE>
SIGNATURES
Pursuant to the requirements 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.
CECIL BANCORP, INC.
Date: March 17, 1998 By: /s/ Mary B. Halsey
-------------------------------------
Mary B. Halsey
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirements of the 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.
<TABLE>
<S> <C>
By: /s/ Mary B. Halsey Date: March 17, 1998
-------------------------------------
Mary B. Halsey
President and Chief Executive Officer
(Principal Executive Officer)
By: /s/ Mary B. Halsey Date: March 17, 1998
-------------------------------------
Mary B. Halsey
President and Chief Executive Officer
(Principal Financial and Accounting Officer)
By: /s/ Bernard L. Siegel Date: March 17, 1998
-------------------------------------
Bernard L. Siegel
Chairman of the Board
By: /s/ Thomas L. Foard Date: March 17, 1998
-------------------------------------
Thomas L. Foard
Secretary and Director
By: /s/ William F. Burkley Date: March 17, 1998
-------------------------------------
William F. Burkley
Director
By: /s/ Howard J. Neff Date: March 17, 1998
-------------------------------------
Howard J. Neff
Director
By: /s/ Michael J. Scibinico Date: March 17, 1998
-------------------------------------
Michael J. Scibinico
Director
By: /s/ Doris P. Scott Date: March 17, 1998
-------------------------------------
Doris P. Scott
Director
By: /s/ Howard B. Tome Date: March 17, 1998
-------------------------------------
Howard B. Tome
Director
</TABLE>
37
<PAGE>
INDEX TO EXHIBITS
Exhibit DESCRIPTION
- ------- -----------
3.1 Articles of Incorporation of Cecil Bancorp, Inc. *
3.2 Bylaws of Cecil Bancorp, Inc. *
4 Form of Common Stock Certificate *
10.2 Employment Agreement between Cecil Bancorp, Inc., Cecil Federal
Savings Bank and Mary Halsey*
10.3 Cecil Bancorp, Inc. Stock Option and Incentive Plan **
10.4 Cecil Bancorp, Inc. Management Recognition Plan **
10.5 Cecil Federal Savings Bank Retirement Plan for Non-Employee
Directors ***
13 Annual Report to Stockholders for the year ended December 31, 1997
21 Subsidiaries
23 Independent Auditor's Consent
27 Financial Data Schedule
- -------------------------
* Incorporated by reference to the Company's Registration Statement on Form
S-1 (File No. 33-40132).
** Incorporated by reference to the Company's Proxy Statement for its Annual
Meeting of May 25, 1995
(File No. 0-24926).
*** Incorporated by reference to the Company's Annual Report on Form 10-KSB for
the fiscal year ended December 31, 1994 (File No. 0-24926).
1
<PAGE>
CECIL BANCORP, INC.
ANNUAL REPORT FOR
THE YEAR ENDED
DECEMBER 31, 1997
<PAGE>
FINANCIAL HIGHLIGHTS
<TABLE>
<CAPTION>
For the Year Ended
December 31, Change
-------------------- ----------------
1997 1996 Amount Percent
-------- --------- ------ -------
(In thousands) (In thousands)
<S> <C> <C> <C> <C>
Results of Operations:
- ---------------------
Interest income........................................ $ 5,018 $ 4,655 $ 363 7.8%
Interest expense....................................... 2,438 2,236 202 9.0
Net interest income.................................... 2,580 2,419 161 6.7
Provision for loan losses.............................. 87 103 (16) (15.1)
Net interest income after provision
for loan losses....................................... 2,493 2,316 177 7.6
Non-interest income.................................... 352 316 36 11.6
Non-interest expense (a)............................... 1,843 2,015 (173) (8.6)
Federal income taxes................................... 437 302 134 44.8
Net earnings (b)....................................... 566 315 251 79.6
</TABLE>
<TABLE>
<CAPTION>
December 31, Change
-------------------- ----------------
1997 1996 Amount Percent
-------- --------- ------ -------
(In thousands, except shares outstanding)
<S> <C> <C> <C> <C>
Financial Position:
- ------------------
Total assets........................................... $ 63,660 $ 60,264 $3,396 5.6%
Loans receivable and mortgage-backed
securities (c)........................................ 56,495 53,653 2,842 5.3
Deposits............................................... 52,954 47,365 5,589 11.8
Stockholders' equity................................... 7,484 7,053 431 6.1
Number of shares outstanding (actual).................. 470,182 469,358 824 0.2
- -------------------------
</TABLE>
(a) For the year ended December 31, 1996, includes a one-time special
assessment of $270,000 imposed by the Omnibus Consolidated Appropriations
Act of 1996 to fully fund the Savings Association Insurance Fund ("SAIF").
(b) For the year ended December 31, 1996, after-tax effect to net income of the
special assessment to fund the SAIF was $166,000. Without the premium, net
earnings would have been $481,000, a 51.7% increase over net earnings for
1995.
(c) Includes loans held-for-sale and mortgage servicing rights.
1
<PAGE>
SELECTED CONSOLIDATED FINANCIAL INFORMATION
<TABLE>
<CAPTION>
At December 31,
-----------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Total amount of:
Assets.......................... $63,660 $60,264 $53,991 $47,517 $44,783
Loans receivable, net (a)....... 54,678 51,488 47,154 39,181 34,485
Cash and investment securities.. 5,368 5,167 4,500 6,045 8,498
Mortgage-backed securities...... 1,817 2,165 872 1,026 545
Savings accounts................ 52,954 47,365 44,649 39,500 41,064
Borrowings...................... 1,750 4,500 1,250 -- --
Stockholders' Equity............ 7,484 7,053 7,031 7,073 3,216
Number of:
Real estate loans outstanding... 1,202 1,194 1,131 1,328 1,023
Savings accounts................ 7,222 6,755 6,533 6,326 6,302
Offices......................... 2 2 2 2 2
- -------------------------
</TABLE>
(a) Includes loans held for sale and mortgage-servicing rights.
CONSOLIDATED SUMMARY OF OPERATIONS
<TABLE>
<CAPTION>
Year Ended At December 31,
-------------------------------------------------
1997 1996 1995 1994 1993
-------- -------- -------- -------- --------
(In Thousands)
<S> <C> <C> <C> <C> <C>
Interest income.................. $5,018 $4,655 $3,975 $3,218 $3,249
Interest expense................. 2,438 2,236 1,867 1,557 1,609
Net interest income before
provision for loan losses....... 2,580 2,419 2,108 1,661 1,640
Provision for loan losses........ 87 103 35 34 28
------ ------ ------ ------ ------
Net interest income after
provision for loan losses....... 2,493 2,316 2,073 1,627 1,612
Noninterest income............... 352 316 234 223 257
Noninterest expense.............. 1,843 2,015 (a) 1,794 1,334 1,209
Income before income taxes and
cumulative effect of accounting
change.......................... 1,003 617 513 516 660
Federal income tax expense....... 437 302 196 202 257
------ ------ ------ ------ ------
Income before cumulative effect
of accounting change............ 566 315 317 314 403
Cumulative effect of accounting
change.......................... -- -- -- -- 10
------ ------ ------ ------ ------
Net income....................... $ 566 $ 315 (b) $ 317 $ 314 $ 413
====== ====== ====== ====== ======
- -------------------------
</TABLE>
(a) For the year ended December 31, 1996, includes a one-time special
assessment of $270,000 imposed by the Omnibus Consolidated Appropriations
Act to fully fund the SAIF.
(b) After-tax effect to net income of the special assessment to fully fund the
SAIF which was $166,000. Without the special assessment, net earnings
would have been $481,000.
2
<PAGE>
KEY OPERATING RATIOS
<TABLE>
<CAPTION>
At or for the
Year Ended December 31,
---------------------------
1997 1996 1995
------- ------- -------
<S> <C> <C> <C>
PERFORMANCE RATIOS:
Return on average assets (net income divided
by average total assets)................... .90% .54% (a) .62%
Return on average equity (net income
divided by average equity)................. 7.72 4.50 (b) 4.53
Equity-to-assets ratio (average equity
divided by average total assets)........... 11.66 12.07 13.77
Interest rate spread.......................... 4.01 3.90 3.88
Net interest margin........................... 4.35 4.32 4.33
Average interest-earning assets as a
percentage of average interest-bearing
liabilities................................. 108.32 110.63 111.69
ASSET QUALITY RATIOS:
Nonperforming loans as a percentage
of total loans............................. 1.10 .50 .46
Nonperforming assets as a percentage
of total assets............................ .95 .43 .40
Net charge-offs to average loans.............. .06 .04 .06
Allowance for loan losses as a
percentage of total loans................... .32 .23 .24
Allowance for loan losses as a
percentage of non-performing loans.......... 29.31% 40.14% 52.77%
- -------------------------
</TABLE>
(a) For the year ending December 31, 1996, this number is net of after-tax
effect of special SAIF assessment. Without the special assessment, this
ratio would have been .83%.
(b) For the year ending December 31, 1996, this number is net of after-tax
effect of special SAIF assessment. Without the special assessment, this
ratio would have been 6.88%.
3
<PAGE>
BUSINESS OF THE COMPANY AND THE BANK
CECIL BANCORP, INC.
Cecil Bancorp, Inc. (the "Company") was incorporated under the laws of the
State of Maryland in July 1994 at the direction of the Board of Directors of
Cecil Federal Savings Bank (the "Bank" or "Cecil Federal") for the purpose of
serving as a savings institution holding company of Cecil Federal upon the
acquisition of all of the capital stock issued by Cecil Federal in its
conversion from mutual to stock form (the "Conversion"). Substantially all of
the Company's assets consists of the outstanding capital stock of Cecil Federal.
The Company's principal business is the business of Cecil Federal and its wholly
owned subsidiaries. Therefore, most of the discussion in this Annual Report
relates to the business of the Bank rather than the business of the Company.
CECIL FEDERAL SAVINGS BANK
Cecil Federal is a community-oriented financial institution which commenced
operations in 1959 as a Federal mutual savings and loan association. It
converted to a Federal mutual savings bank in January 1993 and, effective
November 10, 1994, Cecil Federal converted from mutual to stock form. Its
deposits have been federally insured up to applicable limits, and it has been a
member of the Federal Home Loan Bank ("FHLB") system since 1959. Cecil
Federal's deposits are currently insured by the Savings Association Insurance
Fund ("SAIF") of the Federal Deposit Insurance Corporation ("FDIC") and it is a
member of the FHLB of Atlanta.
Cecil Federal's primary business is the origination of mortgage loans
secured by single-family residential real estate located primarily in Cecil
County, Maryland, with funds obtained through the attraction of deposits,
primarily certificate accounts with terms of 60 months or less, savings accounts
and transaction accounts. To a lesser extent, Cecil Federal also makes loans on
commercial and multi-family real estate, construction loans on one- to four-
family residences, home equity loans and land loans. Cecil Federal also makes
consumer loans including education loans, personal and commercial lines of
credit, automobile loans and loans secured by deposit accounts. Cecil Federal
purchases mortgage-backed securities and invests in other liquid investment
securities when warranted by the level of excess funds.
The Bank has two wholly owned subsidiaries, Cecil Service Corporation and
Northeastern Service Corporation. Cecil Service Corporation's primary business
is leasing agent for the North East Plaza Branch and Northeastern Service
Corporation's primary business is insurance agent for mortgage life and
disability insurance for Cecil Federal's mortgage loan customers.
MANAGEMENT'S DISCUSSION AND ANALYSIS OF
FINANCIAL CONDITION AND RESULTS OF OPERATIONS
GENERAL
Cecil Federal's primary business is the origination of mortgage loans
secured by single-family residential real estate located primarily in Cecil
County, Maryland, with funds obtained through the attraction of deposits,
primarily certificate accounts with terms of 60 months or less, savings accounts
and transaction accounts. To a lesser extent, Cecil Federal also makes loans on
commercial and multi-family real estate, construction loans on one- to four-
family residences, home equity loans and land loans. Cecil Federal also makes
consumer loans including education loans, personal and commercial lines of
credit, automobile loans and loans secured by deposit accounts. Although
consumer loans provide Cecil Federal with additional interest income, they also
involve greater risk. Cecil Federal purchases mortgage-backed securities and
invests in other liquid investment securities when warranted by the level of
excess funds. Cecil Federal's revenues are derived principally from interest
earned on loans and, to a lesser extent, from interest earned on investments and
mortgage-backed securities. Cecil Federal's operations are influenced by
general economic
4
<PAGE>
conditions and by policies of financial institution regulatory agencies,
including the OTS and the FDIC. Cecil Federal's cost of funds is influenced by
interest rates on competing investments and general market interest rates.
Lending activities are affected by the demand for financing of real estate and
other types of loans, which in turn is affected by the interest rates at which
such financing may be offered.
Cecil Federal's net interest income is dependent primarily upon the
difference or spread between the average yield earned on loans, investments and
mortgage-backed securities and the average rate paid on deposits and borrowings
(if any), as well as the relative amounts of such assets and liabilities. Cecil
Federal, like other thrift institutions, is subject to interest rate risk to the
degree that its interest-bearing liabilities mature or reprice at different
times, or on a different basis, than its interest-earning assets.
YEAR 2000 ISSUES
As the Year 2000 approaches, there is growing concern that many computers
and computer systems could malfunction. Banks, as with many other industries,
could be faced with errors in their account processing, payment systems, ATM
systems, security systems, or virtually any system controlled by a computer.
The cause is rooted in the programming of the date field within computer
systems and software. For many years, computer systems were designed to record
only the last two digits of the year in the date field in order to save costly
data storage space. This programming concept works well while we are still in
the 1900's. This concept does not work well for the Year 2000, as that year
could be read by a computer to mean 1900.
Bank regulators and computer system experts are emphasizing that systems
and software products be implemented and tested for Year 2000 readiness. This
task is a monumental undertaking for all parties involved from vendor service
providers, computer systems manufacturers, software providers, and finally the
Bank. Cecil Federal Savings Bank is preparing itself for the millennium.
In June 1997, the Bank prepared an action plan to begin evaluating our
systems and software products. The Bank has implemented a strategy to arrive at
a solution to meet the Year 2000 requirements.
The Bank's plan consists of the following:
Problem Awareness : The Bank is aware of the problems that could
-----------------
potentially arise with the year 2000 problem. As of June 1997, the Bank began
to analyze what systems and software needed to be reviewed to prepare well in
advance.
Assessment Phase : The Bank assessed and implemented a program needed to
----------------
meet system and software requirements prior to December 31, 1997. The Bank has
implemented plans that will limit its exposure to the Year 2000 problem. The
Bank has made contacts with all its third party vendors to assess the Bank's
exposure to the problem. These include those that provide Account & Item
Processing, System Hardware Setup and ATM Software; General Ledger Software; ATM
Transaction Processing; the ATM Service Provider; ATM Software; Financial
Reporting Software; Fed-Line Software; On-Line Bank Service Software; Loan Sales
Software; Loan Documentation Software; HMDA/Geocoding Software; Payroll
Processing; Computer Hardware; Spreadsheet Software; and Word Processing
Software.
All of the bank's vendors have been proactive in addressing the Year 2000
problem. The Bank's vendors have in place or will have in place procedures to
minimize the Bank's risk to the Year 2000 problem by December 31, 1998.
Renovation Phase : The Bank will review the status of its vendor's systems
----------------
and software as of February 1998 and determine the processes that need to be
updated. The assessment phase will be reviewed and problem areas will be
identified. Solutions to the problems will be discussed and procedures to
eliminate the problems will be established
5
<PAGE>
and reviewed with the Board of Directors and management of the Bank. This
process will be completed by March 31, 1998.
Initial steps have been completed to assure compliance with the Year 2000
problem. The Bank has contracted with its major software vendor to implement a
new front-end processing system to be installed in the third quarter of 1998.
This system is already Year 2000 compliant. This system replaces our previous
teller system which was not compliant. In addition, the Bank plans to install
20 new personal computers and two file server computers, which are also Year
2000 compliant. These two major investments along with continued evaluation of
our existing systems and software products will provide some assurances as to
compliance to Year 2000 issues.
Validation Phase: The Bank will validate any decision making by thoroughly
----------------
assessing the systems compatibleness with the Year 2000 issues. Validations
will be recorded and presented to the Board of Directors. The target date for
the validation phase is June 30, 1998.
Implementation Phase: The Bank will monitor the implementation of the Year
--------------------
2000 assessment and report results to the Board of Directors. The Bank will
continue to stress with its vendors the importance of this project. The Bank
will keep in continual contact with its vendors until a final solution and
implementation has been completed. All plans are to be completed as outlined
above. The implementation phase is to be completed by December 31, 1998.
The Bank has budgeted $150,000 for the Year 2000 issues which consists of
expenditures for computer systems, computer hardware, software updates, and
installation. In addition, compliance assessment and compliance testing will be
budgeted. The impact of these expenditures are expected to have a minor effect
upon the company's results of operations, liquidity, and capital resources. The
majority of the expenditures will be capital expenditures that will be
depreciated over a five year period.
ASSET AND LIABILITY MANAGEMENT
Key components of a successful asset/liability management strategy are the
monitoring and managing of interest rate sensitivity of both the interest-
earning asset and interest-bearing liability portfolios.
Cecil Federal has employed various strategies intended to minimize the
adverse effect of interest rate risk on future operations by providing a better
match between the interest rate sensitivity of its assets and liabilities. In
particular, Cecil Federal's strategies are intended to stabilize net interest
income for the long-term by protecting its interest rate spread against
increases in interest rates. Such strategies include the origination for
portfolio of one-year, three-year and five-year adjustable-rate mortgage loans
secured by one- to four-family residential real estate and the origination of
other loans with greater interest rate sensitivities than long-term, fixed-rate
residential mortgage loans. Since the early 1980's Cecil Federal has sought to
make its loan portfolio more interest rate sensitive by originating adjustable
rate mortgage loans for retention in its own portfolio. As of December 31,
1997, adjustable rate mortgage loans constituted approximately 73.9% of Cecil
Federal's total loan portfolio. All fixed-rate mortgage loans are originated
according to Federal Home Loan Mortgage Corporation ("FHLMC") standards for
possible sale in the secondary mortgage market and, depending on market
conditions, may be sold. Cecil Federal invests excess funds in adjustable-rate
or short term (5 years or less) investments and mortgage-backed securities.
Asset/liability management in the form of structuring cash instruments
provides greater flexibility to adjust exposure to interest rates. During
periods of high interest rates, management believes it is prudent to offer
competitive rates on short-term deposits and less competitive rates for long-
term liabilities. This posture allows Cecil Federal to benefit quickly from
declines in interest rates. Likewise, offering more competitive rates on long-
term deposits during the low interest rate periods allows Cecil Federal to
extend the repricing and/or maturity of its liabilities thus reducing its
exposure to rising interest rates.
6
<PAGE>
COMPARISON OF FINANCIAL CONDITION AT DECEMBER 31, 1997 AND DECEMBER 31, 1996.
The Company's assets increased by $3,396,607, or 5.6% to $63,660,230 at
December 31, 1997 from $60,263,623 at December 31, 1996. The Company's emphasis
on expanding the loans receivable portfolio continued. The loans receivable
portfolio increased by $3,492,106, or 7.0% to $53,211,517 at December 31, 1997
from $49,719,411 at December 31, 1996. Cash and interest-earning cash increased
as a result of increased savings deposits, the sale of mortgage loans and
prepayments of the loan portfolio. The Company's investments held to maturity
increased by $507,447, or 20.4% to $2,997,516 at December 31, 1997 from
$2,490,069 at December 31, 1996. Mortgage backed securities held to maturity
decreased by $120,134, or 22.6% to $411,641 at December 31, 1997 from $531,775
at December 31, 1996. Mortgage backed securities held for investment decreased
by $227,855, or 14.0% to $1,405,483 at December 31, 1997 from $1,633,338 at
December 31, 1996. The decreases in the mortgage backed securities were due to
regular principal reductions on mortgage loans securing these investments.
Plant, Property, and Equipment increased by $150,640, or 29.6% to $659,464 at
December 31, 1997 from $508,824 at December 31, 1996. The increases were due
mainly to remodeling costs at the main office and North East branches, the
installation of our new remote ATM in Chesapeake City and the installation of
safe deposit boxes at the main office and North East branch.
The Company's liabilities increased $2,966,110, or 5.6% to $56,176,647 at
December 31, 1997 from $53,210,537 at December 31, 1996. During the year ended
December 31, 1997, the Company was able to increase savings deposits as a result
of additional marketing campaigns, and also reduce advances due to the Federal
Home Loan Bank of Atlanta. Savings Deposits increased $5,588,676, or 11.8% to
$52,953,698 at December 31, 1997 from $47,365,022 at December 31, 1996.
Advances from the Federal Home Loan Bank of Atlanta decreased $2,750,000, or
61.1% to $1,750,000 at December 31, 1997 from $4,500,000 at December 31, 1996.
Other liabilities increased $196,943, or 61.4% to $517,604 at December 31, 1997
from $320,661 at December 31, 1996.
The Company's stockholder's equity increased by $430,497, or 6.1% to
$7,483,583 at December 31, 1997 from $7,053,086 at December 31, 1996. The
increase was primarily due to an increase in retained earnings of $289,025, or
8.1%. For the year ended December 31, 1997, the Company paid its regular
annualized dividends of $.40 per share plus a special dividend of $.23 per
share.
RESULTS OF OPERATIONS
Economic and Market Conditions. Cecil Federal's results of operations are
------------------------------
influenced by the changes in the economic conditions prevailing in the market
area and the general economy. Cecil Federal concentrates on the traditional
thrift activities, continuing to emphasize one-to-four family residential
lending within its market area. The Bank's philosophy for funding loans is to
rely on deposits from its local market area rather than borrowing from outside
sources, although the Bank does borrow funds as required to fund lending needs.
During 1997, stable economic conditions prevailed in Cecil Federal's market
area. Federal Reserve fiscal policy was left virtually unchanged, leaving a
span of steady interest rates, both on savings and loan deposits. Demand for
fixed-rate mortgages were constant, although refinancings were down. As the
Bank expanded its outreach program, demand for small business and home equity
loans increased. The volume of savings deposits increased, as the Bank focused
on expanding its demand deposit base.
Net Income. Net income increased $250,757, or 79.6% to $565,666 for the
----------
year ended December 31, 1997, from $314,909 for the same period in 1996. The
annualized return on average assets and annualized return on average equity were
0.90% and 7.72% respectively, for the year ended December 31, 1997. This
compares to an annualized return on average assets of 0.54% and 4.50%
respectively for the same period in 1996.
Net Interest Income. Net interest income, the Company's primary source of
-------------------
income, increased $160,887, or 6.7% to $2,580,223 for the year ended December
31, 1997, from $2,419,336 for the year ended December 31, 1996. The weighted
average yield on all interest earning assets increased from 8.32% for the year
ended December 31, 1996,
7
<PAGE>
to 8.46% for the year ended December 31, 1997. The weighted average rate paid on
interest bearing liabilities increased from 4.42% for the year ended December
31, 1996 to 4.45% for the year ended December 31, 1997.
Interest on loans receivable increased by $287,228, or 6.7% to $4,588,913
for the year ended December 31, 1997 from $4,301,685 for the year ended December
31, 1996. The increase is attributable to both an increase in the weighted
average yield and an increase in the average balance outstanding. The weighted
average yield increased from 8.60% for the year ended December 31, 1996 to 8.68%
for the year ended December 31, 1997.
Interest on mortgage backed securities increased $24,228, or 22.0% to
$134,423 for the year ended December 31, 1997 from $110,195 for the year ended
December 31, 1996. The increase is a result of an increase in the average
balance outstanding. Although the bank purchased additional mortgage backed
securities during the quarter ended September 1996, there have been no new
purchases of mortgage backed securities during 1997.
Interest on investment securities increased $10,444, or 7.9% to $142,869
for the year ended December 31, 1997 from $132,425 for the year ended December
31, 1996. The increase is a result of an increase in the weighted average
yield. Interest on other investment securities increased $41,175, or 37.1% to
$152,161 for the year ended December 31, 1997 from $110,986 for the year ended
December 31, 1996 as a result of an increase in both the weighted average yield
and the average balance outstanding. Other investments primarily are short term
liquidity accounts with variable rates.
Interest paid on savings deposits increased $170,335, or 8.1% to $2,271,723
for the year ended December 31, 1997 from $2,101,388 for the year ended December
31, 1996. The increase was the result of an increase in the average balance
outstanding. Interest expense paid on borrowings increased $31,853, or 23.7% to
$166,420 for the year ended December 31, 1997 from $134,567 for the year ended
December 31, 1996. The increase was a result of an increase in the average cost
of funds.
Provision for Loan Losses. Provisions for loan losses decreased $15,500, or
-------------------------
15.1% to $87,000 for the year ended December 31, 1997 from $102,500 for the year
ended December 31, 1996. The provision was decreased in connection with
management's ongoing analysis of the loan portfolio. Loan loss reserves are
based upon management's consideration of current and anticipated economic
conditions which may affect the ability of borrowers to repay loans. Management
also reviews individual loans for which full collectibility may not be
reasonably assured and considers, among other matters, the risk inherent in
Cecil Federal's loan portfolio, and the estimated net realized value of the
underlying collateral. The evaluation process in ongoing and results in
variations in Cecil Federal's provision for loan losses in various periods.
Noninterest income. Noninterest income increased $36,500, or 11.6% to
-------------------
$352,140 for the year ended December 31, 1997 from $315,640 for the year ended
December 31, 1996. Loan servicing fees increased 16.1%, up $4,844 for the year
ended December 31, 1997 over the same period in 1996. This was a result of the
increase in balances of the servicing portfolio. Gains on sale of loans
decreased $37,371, or 44.3% to $46,905 for the year ended December 31, 1997 from
$84,276 for the year ended December 31, 1996. The decrease was attributable to
a decline in the dollar volume of loan sales and the decreased yield spread
between the market value at the time of origination and the sale of fixed-rate
loans. Other fees increased $57,173 or 95.2% to $117,244 for the year ended
December 31, 1997 from $60,071 for the year ended December 31, 1996. Increases
were primarily attributable to increases in fee income from savings transaction
accounts.
Noninterest Expense. Noninterest expense decreased $173,087, or 8.6% to
--------------------
$1,842,779 for the year ended December 31, 1997 from $2,015,866 for the year
ended December 31, 1996. The Company experienced an increase in compensation
and benefits of $58,837, or 6.0% to $1,031,978 for the year ended December 31,
1997 from $973,141 for the year ended December 31, 1996. The increase can be
attributable to general merit increases and costs of benefits and the hiring of
an additional full-time employee. Equipment and data processing expense
increased $27,378, or 17.3% to $185,507 for the year ended December 31, 1997
from $158,129 for the year ended December 31, 1996. The increase
8
<PAGE>
can be attributed to overall company growth of accounts and the installation of
a new remote ATM. The Company also experienced a decline in the amount paid to
the Savings Association Insurance Fund during the year ended December 31, 1997.
Lower premium rates became effective January 1, 1997. The Company's SAIF premium
declined $345,403, or 88.1% to $46,592 for the year ended December 31, 1997 as
compared to $391,995 for the year ended December 31, 1996. The Company paid the
lowest premium for FDIC/SAIF insurance among savings institutions during 1997,
being 6.48 cents per thousand dollars of deposits. Other expenses increased
$75,918, or 19.4% to $468,119 for the year ended December 31, 1997 from $392,201
for the year ended December 31, 1996. The increase is attributable to an
increase in advertising & promotion expense, loan expense, stationery & office
supplies, postage, meeting expense, and charitable contributions.
Income Taxes. Income tax expense for the year ended December 31, 1997 and
-------------
December 31, 1996 was $436,918 and $301,701 respectively, which equates to
effective rates of 43.6% and 48.9%, respectively.
RECAPITALIZATION OF THE SAVINGS ASSOCIATION INSURANCE FUND
On September 30, 1996, Congress enacted and President Clinton signed the
Omnibus Consolidated Appropriations Act. Among the law's many provisions is one
which ends the deposit insurance premium disparity by fully funding the Savings
Association Insurance Fund ("SAIF"). The bill provided for a one-time special
assessment, estimated to be 65.7 basis points for an institution's deposit base
as of March 31, 1995. As a result of this action, full pro rata sharing of the
Financing Corporation ("FICO") debt service would begin no later than January 1,
2000. Until full pro rata FICO sharing is in place, FICO premiums for the Bank
Insurance Fund ("BIF") and SAIF will 6.48 basis points, respectively, beginning
January 1, 1997. Total premiums will be the sum of the FICO premium and any
regular insurance assessment, which is currently zero for BIF institutions in
the lowest risk category. Management anticipates paying the lowest premiums and
future earnings will be effected by the decrease in deposit insurance expense.
9
<PAGE>
AVERAGE BALANCES, INTEREST AND AVERAGE YIELDS
The following table sets forth certain information relating to the
Company's average balance sheet and reflects the average yield on assets and
average cost of liabilities for the periods indicated. Such yields and costs
are derived by dividing income or expense by the average monthly balance of
assets or liabilities, respectively, for the periods presented. Average
balances are derived from month-end balances. Management does not believe that
the use of month-end balances instead of daily balances has caused any material
difference in the information presented.
<TABLE>
<CAPTION>
Year Ended December 31,
-----------------------------------------------------------------------------------
1997 1996 1995
--------------------------- --------------------------- -------------------------
Average Average Average
Average Yield/ Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost Balance Interest Cost
------- -------- -------- ------- -------- -------- ------- -------- -----
(Dollars in thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C> <C>
Interest-earning assets:
Loans receivables (1)................... $52,884 $4,589 8.68% $50,049 $4,302 8.60% $44,243 $3,698 8.36%
Investment securities................... 2,498 143 5.72 2,557 132 5.16 2,387 136 5.70
Mortgage-backed securities.............. 2,004 134 6.69 1,646 110 6.68 948 66 6.97
Other interest-earning assets........... 1,931 152 7.87 1,726 111 6.43 1,159 75 6.47
------- ------ ------- ------ ------- ------
Total interest-earning assets......... 59,317 5,018 8.46 55,978 4,655 8.32 48,737 3,975 8.16
------ ------ ------
Noninterest-earning assets................. 3,504 1,944 2,116
------- ------- -------
Total assets.......................... $62,821 $57,922 $50,853
======= ======= =======
Interest-bearing liabilities:
Advances from FHLB....................... 2,608 166 6.37 2,443 126 5.16 792 34 4.26
Deposits................................. 51,431 2,264 4.40 47,481 2,102 4.43 42,369 1,826 4.31
Advances from borrowers for taxes
and insurance.......................... 745 8 1.07 677 8 1.18 474 7 1.51
------- ------ ------- ------ ------- ------
Total interest-bearing liabilities.... 54,784 2,438 4.45 50,601 2,236 4.42 43,635 1,867 4.28
------ ------ ------
Non-interest-bearing liabilities........... 739 328 217
------- ------- -------
Total liabilities..................... 55,523 50,929 43,852
Retained earnings.......................... 7,298 6,993 7,001
------- ------- -------
Total liabilities and retained
earnings............................ $62,821 $57,922 $50,853
======= ======= =======
Net interest income........................ $2,580 $2,419 $2,108
====== ====== ======
Interest rate spread....................... 4.01% 3.90% 3.88%
==== ==== =====
Net yield on interest-earning assets....... 4.35% 4.32% 4.33%
==== ==== ====
Ratio of average interest-earning assets
to average interest-bearing liabilities.. 108.32% 110.63% 111.69%
====== ====== ======
- -------------------------
</TABLE>
(1) Includes loans held-for-sale.
10
<PAGE>
RATE/VOLUME ANALYSIS
The table below sets forth certain information regarding changes in
interest income and interest expense of Cecil Federal for the periods indicated.
For each category of interest-earning asset and interest-bearing liability,
information is provided on changes attributable to: (i) changes in volume
(changes in volume multiplied by old rate); (ii) changes in rates (change in
rate multiplied by old volume) and (iii) changes in both rate and volume
(changes in rate multiplied by the changes in volume). Dollars are in
thousands.\
<TABLE>
<CAPTION>
Year Ended December 31,
---------------------------------------------------------------------------
1997 vs. 1996 1996 vs. 1995
--------------------------------------- ----------------------------------
Increase (Decrease) Due to Increase (Decrease) Due to
--------------------------------------- ----------------------------------
Rate/ Rate/
Volume Rate Volume Total Volume Rate Volume Total
---------- -------- ------- -------- -------- ------ ------- -------
(In thousands)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Interest income:
Loans receivable (1).............. $ 244 $ 40 $ 3 $287 $ 484 $106 $14 $ 604
Mortgage-backed securities........ 24 -- -- 24 48 (2) (2) 44
Investment securities............. (3) 15 (1) 11 8 (13) 1 (4)
Other interest-earning assets..... 13 25 3 41 37 (1) -- 36
----- ---- ----- ---- ----- ---- --- -----
Total interest-earning assets.. 278 80 5 363 577 90 13 680
Interest expense:
Advances from FHLB................ 9 29 2 40 70 7 15 92
Deposits.......................... 175 (14) 1 162 220 50 6 276
Advances from borrowers for
taxes and insurance............. 1 (1) -- -- 3 (1) (1) 1
----- ---- ----- ---- ----- ---- --- -----
Total interest-bearing
liabilities.................. 185 14 3 202 293 56 20 369
----- ---- ----- ---- ----- ---- --- -----
Change in net interest income....... $ 93 $ 66 $ 2 $161 $ 284 $ 34 $(7) $ 311
===== ==== ===== ==== ===== ==== === =====
- --------------------
</TABLE>
(1) Includes loans held for sale.
LIQUIDITY AND CAPITAL RESOURCES
Cecil Federal's principal sources of funds are cash, receipts from
deposits, loan repayments by borrowers, proceeds from maturing investments,
advances (when utilized) from the FHLB and net earnings. Cecil Federal has an
agreement with the FHLB of Atlanta to provide cash advances, should the need for
additional funds be required.
For regulatory purposes, liquidity is measured as a ratio of cash and
certain investments to withdrawable deposits and short-term borrowings. The
minimum level of liquidity required by regulation is presently 4%. Cecil
Federal's liquidity ratio at December 31, 1997, was approximately 13.33%. Cecil
Federal maintains a higher level of liquidity than required by regulation as a
matter of management philosophy in order to more closely match interest-
sensitive assets with interest-sensitive liabilities.
Commitments to originate mortgage loans are legally binding agreements to
lend to Cecil Federal's customers. Commitments at December 31, 1997 to
originate adjustable-rate and fixed-rate mortgage loans were approximately
$1,576,000, expiring in 60 days or less. Cecil Federal believes its liquidity
is adequate to fund its future commitments.
Cecil Federal has $27.4 million in certificates due within one year and
$18.6 million in other deposits without specific maturity at December 31, 1997.
Management estimates that most of the deposits will be retained or replaced by
new deposits.
11
<PAGE>
IMPACT OF INFLATION
The consolidated financial statements and related data presented herein
have been prepared in accordance with generally accepted accounting principles
which require the measurement of financial position and operating results in
terms of historical dollars without considering changes in the relative
purchasing power of money over time due to inflation. The primary impact of
inflation on the operations of Cecil Federal is reflected in increased operating
costs. Unlike most industrial companies, virtually all of the assets and
liabilities of a financial institution are monetary in nature. As a result,
interest rates, generally, have a more significant impact on a financial
institution's performance than does inflation. Interest rates do not
necessarily move in the same direction or to the same extent as the prices of
goods and services. In the current interest rate environment, liquidity and the
maturity structure of Cecil Federal's assets and liabilities are critical to the
maintenance of acceptable performance levels.
IMPACT OF ACCOUNTING PRONOUNCEMENTS
Accounting for Impairment of a Loan. Effective January 1, 1995, the
Company adopted the provisions of Statements of Financial Accounting Standards
Nos. 114 and 118, Accounting by Creditors for Impairment of a Loan. These
statements define a loan as impaired when, based on the current information and
events, it is probable that a creditor will be unable to collect all amounts due
according to the contractual terms of a loan. If the value of the impaired loan
is less than the recorded investment in the loan, the creditor shall recognize
the impairment by creating a valuation allowance for the difference. The
Company had no impaired loans at December 31, 1997 and 1996.
Accounting for Transfers and Servicing of Financial Assets and
Extinguishment of Liabilities. In June 1996, the FASB issued SFAS 125,
"Accounting for Transfers and Servicing of Financial Assets and Extinguishment
of Liabilities" which was adopted by the Company effective January 1, 1997.
This Statement provides accounting and reporting standards for transfers and
servicing of financial assets and extinguishments of liabilities based on
consistent application of a financial-components approach that focuses on
control. It distinguishes transfers of financial assets that are sales from
transfers that are secured borrowings. Under the financial-components approach,
after a transfer of financial assets, an entity recognizes all financial and
servicing assets it controls and liabilities it has incurred and derecognizes
financial assets it no longer controls and liabilities that have been
extinguished. The financial-components approach focuses on the assets and
liabilities that exist after the transfer. Many of these assets and liabilities
are components of financial assets that existed prior to the transfer. If the
transfer does not meet the criteria for a sale, the transfer is accounted for as
a secured borrowing with a pledge of collateral. The adoption of SFAS 125 did
not have a material impact on the Company's consolidated financial statements.
Computing Earnings Per Share. Effective December 31, 1997, the Company
adopted SFAS 128, "Earnings Per Share". This Statement establishes standards for
computing and presenting earnings per share ("EPS") and applies to entities with
publicly held common stock or potential common stock. This Statement simplifies
the standards for computing earnings per share previously found in APB Opinion
No. 15, "Earnings Per Share", and makes them comparable to international EPS
standards. It replaces the presentation of primary EPS with a presentation of
basic EPS, requires dual presentation of basic and diluted EPS on the face of
the income statement for all entities with complex capital structures, and
requires a reconciliation of the numerator and the denominator of the basic EPS
calculation to the numerator and the denominator of the diluted EPS calculation.
Basic EPS excludes dilution and is computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding
during the period. Diluted EPS reflects the potential dilution that could occur
if securities or other contracts to issue common stock were exercised or
converted into common stock or resulted in the issuance of common stock that
then shared in the earnings of the entity. This statement is effective for
periods ending after December 15, 1997, and requires restatement of all prior
periods presented.
Disclosure of Capital Structure. In February 1997, the FASB issued
Statement of Financial Accounting Standards No. 129, "Disclosure of Information
about Capital Structure." Statement 129 consolidates existing guidance and
requires entities (public and non-public) to disclose certain information about
the entity's capital structure. This Statement is effective for financial
statements for periods ending after December 15, 1997. It contains no change in
disclosure requirements for entities such as the Company that were previously
subject to the requirements of Opinions
12
<PAGE>
10 - "Omnibus Opinion - 1966" and 15 - "Earnings Per Share" and Statement 47 -
"Disclosure of Long-Term Obligations." Accordingly, this Statement will impose
no new reporting requirements on the Company.
Reporting Comprehensive Income. In June 1997, the FASB issued Statement
No. 130, "Reporting Comprehensive Income," which will require reporting of
"comprehensive income" and its components in financial statements.
"Comprehensive income" will include net income and other items of comprehensive
income, such as unrealized gains and losses on available-for-sale securities and
minimum pension liability adjustments, which are excluded from net income. This
statement is effective for periods beginning after December 15, 1997 and
requires the restatement of all prior periods presented. Upon adoption, this
statement will result in additional financial statement disclosures.
Accounting for ESOP. The Accounting Standards Division of the American
Institute of Certified Public Accountants approved Statement of Position ("SOP")
93-6, "Employers' Accounting for Employee Stock Ownership Plans," which is
effective for fiscal years beginning after December 15, 1993 and applies to
shares of capital stock of sponsoring employers acquired by ESOPs after December
31, 1992 that had not been committed to be released as of January 1, 1992. SOP
93-6 will, among other things, change the measure of compensation recorded by
employers from the cost of ESOP shares to the fair value of ESOP shares. To the
extent that the fair value of Cecil Federal's ESOP shares, committed to be
released directly to compensate employees, differs from the cost of such shares,
compensation expenses and a related charge or credit to additional paid-in
capital will be reported in the Company's consolidated financial statements.
Fair Value of Financial Instruments. In December 1991, the FASB issued
SFAS No. 107, "Disclosures about Fair Value of Financial Instruments," which is
applicable to financial statements of entities with total assets in excess of
$150 million for fiscal years ending after December 15, 1992 and to financial
statements of entities with total assets less than $150 million for fiscal years
ending after December 15, 1994 (i.e., the fiscal year ending December 31, 1995
for Cecil Federal). SFAS No. 107 requires the disclosure of (i) fair value of
financial instruments (both on- and off-balance sheet) for which it is
practicable to estimate that value and (ii) the methods and significant
assumptions used to estimate fair value. The statement excludes certain
financial instruments from the disclosure requirements and does not prohibit the
separate voluntary disclosure of the estimated fair value of non-financial
intangible and tangible assets and non-financial liabilities. Because the
statement requires only disclosure of fair value, without recognition of any
changes in Cecil Federal's financial statements, there is no impact on Cecil
Federal's financial condition or its results of operations.
Accounting for Stock-Based Compensation. In November 1995, the FASB
issued Statement of Financial Accounting Standards No. 123 "Accounting for
Awards of Stock-Based Compensation to Employees" ("SFAS No. 123"). SFAS No. 123
is effective for years beginning after December 15, 1995. Earlier application
is permitted. The Statement defines a fair value based method of accounting for
an employee stock option or similar equity instrument and encourages all
entities to adopt that method of accounting for an employee stock option or
similar equity instrument and encourages all entities to adopt that method of
accounting for all of their employee stock compensation plans. However, it also
allows an entity to continue to measure compensation cost for those plans using
the intrinsic value based method of accounting prescribed by APB Opinion No. 25.
"Accounting for Stock Issued to Employees" ("Opinion 25"). Under the fair value
based method, compensation cost is measured at the grant date based on the value
of the award and is recognized over the service period, which is usually the
vesting period. Under the intrinsic value based method, compensation cost is
the excess, if any, of the quoted market price of the stock at the grant date or
other measurement date over the amount an employee must pay to acquire the
stock. Most fixed stock option plans -- the most common type of stock
compensation plan -- have no intrinsic value at grant date, and under Opinion 25
no compensation cost is recognized for them. Compensation cost is recognized
for other types of stock based compensation plans under Opinion 25, including
plans with variable, usually performance-based, features. This Statement
requires that an employer's financial statements include certain disclosures
about stock-based employee compensation arrangements regardless of the method
used to account for them. The Company intends to continue using the intrinsic
value method and will provide the pro forma disclosures about its stock-based
employee compensation plans in its 1996 financial statements, as required by
SFAS No. 123.
13
<PAGE>
CONSOLIDATED FINANCIAL STATEMENTS
TABLE OF CONTENTS
-----------------
<TABLE>
<CAPTION>
PAGE
<S> <C>
Independent Auditors' Report 15
Consolidated Statements of Financial Condition 16
Consolidated Statements of Income 18
Consolidated Statements of
Stockholders' Equity 19
Consolidated Statements of Cash Flows 20
Notes to Consolidated Financial Statements 22
</TABLE>
14
<PAGE>
[SIMON, MASTER & SIDLOW LETTERHEAD]
BOARD OF DIRECTORS AND STOCKHOLDERS
CECIL BANCORP, INC. AND SUBSIDIARIES
ELKTON, MARYLAND
Independent Auditors' Report
----------------------------
We have audited the accompanying consolidated statements of financial
condition of CECIL BANCORP, INC. AND SUBSIDIARIES as of December 31, 1997 and
1996 and the related consolidated statements of income, stockholders' equity and
cash flows for each of the years in the three year period ended December 31,
1997. These financial statements are the responsibility of the Company's
management. Our responsibility is to express an opinion on these financial
statements based on our audits.
We conducted our audits in accordance with generally accepted auditing
standards. Those standards require that we plan and perform the audits to
obtain reasonable assurance about whether the financial statements are free of
material misstatement. An audit includes examining, on a test basis, evidence
supporting the amounts and disclosures in the financial statements. An audit
also includes assessing the accounting principles used and significant estimates
made by management, as well as evaluating the overall financial statement
presentation. We believe that our audits provide a reasonable basis for our
opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the financial condition of CECIL
BANCORP, INC. AND SUBSIDIARIES as of December 31, 1997 and 1996 and the results
of their operations and their cash flows for each of the years in the three year
period ended December 31, 1997 in conformity with generally accepted accounting
principles.
SIMON, MASTER & SIDLOW, P.C.
January 21, 1998
15
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
<TABLE>
<CAPTION>
ASSETS
------
December 31,
--------------------------
1997 1996
----------- -----------
<S> <C> <C>
Cash $ 961,993 $ 1,678,415
Cash - Interest bearing 880,809 502,207
Investment securities
Securities held-to-maturity (estimated
market value of $2,997,188 in 1997 and
$2,489,174 in 1996) (Note 3) 2,997,516 2,490,069
Securities available-for-sale at estimated
market value (Note 3) 528,043 496,358
Mortgage-backed securities
Securities held-to-maturity (estimated
market value of $410,332 in 1997 and
$532,631 in 1996) (Note 3) 411,641 531,775
Securities available-for-sale at estimated
market value (Note 3) 1,405,483 1,633,338
Loans held for sale (estimated market value
of $1,380,439 in 1997 and $1,716,993 in 1996) 1,362,969 1,707,883
Loans receivable, net (Note 4) 53,211,517 49,719,411
Real estate owned 171,229
Office properties, equipment and leasehold
improvements at cost, less accumulated depreciation
and amortization (Note 6) 659,464 508,824
Stock in Federal Home Loan Bank of
Atlanta - at cost (Note 7) 438,100 422,900
Accrued interest receivable (Note 5) 466,610 432,828
Mortgage servicing rights 103,605 60,577
Prepaid expenses 37,455 42,878
Other assets 23,796 36,160
----------- -----------
TOTAL ASSETS $63,660,230 $60,263,623
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
16
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
<TABLE>
<CAPTION>
December 31,
----------------------------
1997 1996
------------- -------------
<S> <C> <C>
LIABILITIES
Savings deposits (Note 8) $52,953,698 $47,365,022
Advance payments by borrowers for
property taxes and insurance 665,734 711,247
Employee stock ownership debt (Note 13) 269,556 308,064
Other liabilities 517,604 320,661
Deferred taxes 20,055 5,543
Advances from Federal Home Loan Bank
of Atlanta (Note 9) 1,750,000 4,500,000
----------- -----------
TOTAL LIABILITIES 56,176,647 53,210,537
----------- -----------
COMMITMENTS (Notes 4, 6 and 15)
STOCKHOLDERS' EQUITY
Common stock, $.01 par value
Authorized: 4,000,000 shares
Issued and outstanding: 470,182 shares
in 1997 and 469,358 shares in 1996 4,702 4,694
Additional paid in capital 4,000,351 3,940,728
Net unrealized gain on securities
available-for-sale 18,786 13,139
Employee stock ownership debt (269,556) (308,064)
Deferred compensation - Management
Recognition Plan (Note 13) (118,361) (156,047)
Retained earnings, substantially
restricted (Notes 10 and 11) 3,847,661 3,558,636
----------- -----------
TOTAL STOCKHOLDERS' EQUITY 7,483,583 7,053,086
----------- -----------
TOTAL LIABILITIES AND
STOCKHOLDERS' EQUITY $63,660,230 $60,263,623
=========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
17
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
<TABLE>
<CAPTION>
Year ended December 31,
------------------------------------
1997 1996 1995
---------- ---------- ------------
<S> <C> <C> <C>
INTEREST INCOME
Loans receivable $4,588,913 $4,301,685 $3,697,693
Mortgage-backed securities 134,423 110,195 66,017
Investment securities 142,869 132,425 135,950
Other interest-earning assets 152,161 110,986 74,960
---------- ---------- ----------
Total interest income 5,018,366 4,655,291 3,974,620
---------- ---------- ----------
INTEREST EXPENSE
Deposits
NOW accounts 88,431 69,416 74,067
Passbook accounts 287,166 326,166 310,396
Money market deposit accounts 72,786 82,288 95,105
Certificates 1,823,340 1,623,518 1,346,595
---------- ---------- ----------
Interest expense on deposits 2,271,723 2,101,388 1,826,163
Borrowings 166,420 134,567 40,890
---------- ---------- ----------
Total interest expense 2,438,143 2,235,955 1,867,053
---------- ---------- ----------
Net interest income 2,580,223 2,419,336 2,107,567
Provision for loan losses 87,000 102,500 35,000
---------- ---------- ----------
Net interest income after provision
for loan losses 2,493,223 2,316,836 2,072,567
---------- ---------- ----------
NONINTEREST INCOME (LOSS)
Loan service charges 34,971 30,127 23,986
Dividends on FHLB stock 31,231 30,453 30,660
Gain on sale of loans 46,905 84,276 16,147
Checking account fees 121,789 110,713 92,183
Other 117,244 60,071 71,781
---------- ---------- ----------
Total noninterest income 352,140 315,640 234,757
---------- ---------- ----------
NONINTEREST EXPENSE
Compensation and benefits 1,031,978 973,141 997,513
Occupancy expense 110,583 100,400 82,338
Equipment and data processing expense 185,507 158,129 124,326
SAIF deposit insurance premium 46,592 391,995 110,985
Other 468,119 392,201 478,736
---------- ---------- ----------
Total noninterest expense 1,842,779 2,015,866 1,793,898
---------- ---------- ----------
Income before income taxes 1,002,584 616,610 513,426
---------- ---------- ----------
INCOME TAXES
Current 422,406 225,671 204,340
Deferred 14,512 76,030 (8,064)
---------- ---------- ----------
Total income taxes 436,918 301,701 196,276
---------- ---------- ----------
NET INCOME $ 565,666 $ 314,909 $ 317,150
========== ========== ==========
Basic earnings per common share $1.29 $.72 $.72
========== ========== ==========
Diluted earnings per common share $1.28 $.72
========== ==========
Cash dividends paid per common share $.63 $.56 $.56
========== ========== ==========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
18
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
----------------------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
<TABLE>
<CAPTION>
Net Unrealized Gain Deferred
(Loss) on Securities Employee Compensation-
available-for-sale, Stock Management
Common Paid-in net of Deferred Ownership Recognition Retained Total
Stockholders' Stock Capital Taxes Plan Plan Earnings Equity
------ ---------- -------------------- --------- -------------- ---------- -------------
<S> <C> <C> <C> <C> <C> <C> <C>
BALANCE AT
DECEMBER 31, 1994 $4,814 $3,925,163 ($ 2,896) ($385,080) $ $3,530,718 $7,072,719
Change in net unrealized
gain on securities
available-for-sale 5,355 5,355
Cash dividends paid (247,997) (247,997)
Repayment of ESOP debt 38,508 38,508
Release of ESOP shares 38,508 38,508
Net income 317,150 317,150
Funding of MRP trust (263,351) (263,351)
Deferred compensation
amortization 69,617 69,617
------ ---------- -------------------- --------- -------------- ---------- -------------
BALANCE AT
DECEMBER 31, 1995 4,814 3,963,671 2,459 (346,572) (193,734) 3,599,871 7,030,509
Change in net unrealized
gain on securities
available-for-sale 10,680 10,680
Cash dividends paid (243,671) (243,671)
Repayment of ESOP debt 38,508 38,508
Release of ESOP shares 38,508 38,508
Net income 314,909 314,909
Deferred compensation
amortization 37,687 37,687
Purchase of 24,037 shares
of common stock (240) (240,130) (112,473) (352,843)
Sale of 12,034 shares
of common stock 120 177,381 177,501
Release of vested
MRP shares 1,298 1,298
------ ---------- -------------------- --------- -------------- ---------- -------------
BALANCE AT
DECEMBER 31, 1996 4,694 3,940,728 13,139 (308,064) (156,047) 3,558,636 7,053,086
Change in net unrealized
gain on securities
available-for-sale 5,647 5,647
Cash dividends paid (276,641) (276,641)
Repayment of ESOP debt 38,508 38,508
Release of ESOP shares 38,508 38,508
Net income 565,666 565,666
Deferred compensation
amortization 37,686 37,686
Sale of 824 shares
of common stock 8 14,617 14,625
Release of vested
MRP shares 6,498 6,498
------ ---------- -------------------- --------- -------------- ---------- -------------
BALANCE AT
DECEMBER 31, 1997 $4,702 $4,000,351 $ 18,786 $(269,556) $ (118,361) $3,847,661 $7,483,583
====== ========== ==================== ========= ============== ========== =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
19
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------------
1997 1996 1995
-------------- -------------- --------------
<S> <C> <C> <C>
CASH FLOWS FROM OPERATING ACTIVITIES
Interest and fees received on loans
and investments $ 5,207,393 $ 4,859,892 $ 4,056,250
Cash paid to suppliers and employees (1,672,955) (1,871,546) (1,714,039)
Proceeds from sale of loans 3,010,289 2,572,339 1,062,447
Origination of loans held for sale (2,833,100) (3,307,500) (1,717,900)
Interest paid (2,438,143) (2,235,955) (1,867,053)
Income taxes paid (276,591) (201,588) (200,745)
-------------- -------------- --------------
NET CASH PROVIDED (USED) BY
OPERATING ACTIVITIES 996,893 (184,358) (381,040)
-------------- -------------- --------------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from sale and maturities of
investment securities 4,500,000 3,025,000 2,500,000
Proceeds from maturities of
mortgage-backed securities 352,652 441,671 165,426
Purchases of investment securities (4,998,750) (3,733,516) (997,188)
Purchases of mortgage-backed securities (1,722,837)
Loans originated (17,986,830) (21,293,098) (17,351,174)
Principal collected on loans 14,622,354 15,796,063 10,022,238
Proceeds from sale of loans 1,819,178
Purchases of office properties,
equipment and leasehold
improvements (207,366) (102,896) (144,284)
Proceeds from sale of real estate owned 74,726
Purchase of real estate owned (171,229)
Purchase of stock in Federal Home Loan
Bank of Atlanta (15,200)
-------------- -------------- --------------
NET CASH USED BY
INVESTING ACTIVITIES (3,904,369) (5,695,709) (5,804,982)
-------------- -------------- --------------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in demand deposits,
NOW accounts, and savings accounts 31,360,699 24,166,890 18,568,854
Proceeds from sales of certificates 8,831,888 12,103,204 9,805,826
Payments of maturing certificates
of deposits (34,603,911) (33,554,524) (23,225,302)
Increase (decrease) in advance payments
by borrowers for property taxes
and insurance (45,513) 221,782 97,298
Proceeds from issuance of common stock 14,626 178,799
Advances from (repayments to) Federal
Home Loan Bank of Atlanta (2,750,000) 3,250,000 1,250,000
Dividends paid (276,641) (243,671) (247,997)
Unearned ESOP compensation decrease 38,508 38,508 38,508
Net funding of MRP trust (193,734)
Purchase of common stock (352,843)
-------------- -------------- --------------
NET CASH PROVIDED BY
FINANCING ACTIVITIES 2,569,656 5,808,145 6,093,453
-------------- -------------- --------------
NET DECREASE IN CASH AND CASH
EQUIVALENTS (337,820) (71,922) (92,569)
-------------- -------------- --------------
CASH AND CASH EQUIVALENTS
BEGINNING OF YEAR 2,180,622 2,252,544 2,345,113
-------------- -------------- --------------
END OF YEAR $ 1,842,802 $ 2,180,622 $ 2,252,544
============== ============== =============
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
20
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Continued)
<TABLE>
<CAPTION>
Year ended December 31,
----------------------------------------
1997 1996 1995
------------ ------------ ------------
<S> <C> <C> <C>
RECONCILIATION OF NET INCOME TO NET CASH
PROVIDED (USED) BY OPERATING ACTIVITIES
Net Income $ 565,666 $ 314,909 $ 317,150
Adjustments to reconcile net income to
net cash provided (used) by operating
activities:
Depreciation 56,726 48,376 36,945
Provision for loan losses 87,000 102,500 35,000
Amortization of investment
security premiums and (discounts) (8,743) (7,495) (43,906)
Net amortization of deferred loan fees (1,722) (7,453)
Stock dividends (30,655) (23,576) (13,203)
Increase in accrued interest
receivable (33,782) (54,547) (72,418)
(Increase) decrease in deferred
taxes 14,512 49,236 (8,064)
(Increase) decrease in mortgage
servicing rights (43,028) 60,577
(Increase) decrease in prepaid
expenses 5,423 5,068 (342)
(Increase) decrease in other assets 12,364 (18,215) (11,514)
Increase in other liabilities 196,943 122,281 58,365
(Increase) decrease in loans held
for sale 130,284 (819,437) (671,600)
Distribution from MRP Trust 44,183 37,687
----------- ----------- -----------
431,227 499,267 (698,190)
----------- ----------- -----------
$ 996,893 $(184,358) $ 381,040)
=========== =========== ===========
</TABLE>
The accompanying notes are an integral part of the consolidated financial
statements.
21
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
1. SUMMARY OF SIGNIFICANT ORGANIZATION AND ACCOUNTING POLICIES
a. Organization and Principles of Consolidation -- Cecil Bancorp,
--------------------------------------------
Inc. (the Company) is a savings and loan holding company, and is the parent
company of Cecil Federal Savings Bank (the Bank). The Company was incorporated
in July 1994 and on November 10, 1994 acquired all of the common stock of the
Bank upon its conversion from mutual to stock form. The consolidated financial
statements include the accounts of the Company, the Bank, and the Bank's wholly
owned subsidiaries, Cecil Service Corporation and Cecil Financial Services
Corporation.
The Bank is a member of the Federal Home Loan Bank System (FHLB) and
is subject to regulation by the Office of Thrift Supervision (OTS), a division
of the U.S. Government Department of Treasury. As a member of this System, the
Bank maintains a required investment in capital stock of the FHLB. The Bank
maintains insurance on savings deposits within certain limitations as a member
of the Savings Association Insurance Fund (SAIF) which is administered by the
Federal Deposit Insurance Corporation (FDIC). Regulatory reserve requirements,
federal income tax requirements and related restrictions of retained earnings
are discussed in Notes 10, 11 and 12.
b. Cash and Cash Equivalents -- For purposes of reporting cash
-------------------------
flows, cash and cash equivalents include cash on hand, amounts due from banks
and federal funds sold. Generally, federal funds are purchased and sold for
one-day periods.
c. Investment Securities -- Regulations require the Bank to
---------------------
maintain, in cash and U.S. Government and other approved securities, an amount
equal to 4% of savings accounts (net of loans on savings accounts) plus short-
term borrowings. In addition, short-term assets must constitute at least 1% of
net withdrawable savings and short-term borrowings.
The Company carries certain investments at amortized cost, which are
not adjusted to the lower of cost or market because management has the ability
and intent to hold them to maturity. Gains and losses on sales of these
securities are recognized when realized and are shown in the consolidated
statements of operations.
The Company also classifies certain investments as available for sale because
these securities are not intended to be held to maturity. Such securities are
carried at fair value. Unrealized gains and losses, net of tax, on securities
available-for-sale are recognized as direct increases or decreases in
stockholders' equity.
22
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
1. SUMMARY OF SIGNIFICANT ORGANIZATION AND ACCOUNTING POLICIES (Continued)
d. Allowance for Loan Losses -- A provision for loan losses is
-------------------------
charged to operations based on management's evaluation of the potential loss in
its portfolio. Such evaluation, which includes a review of all loans of which
full collectibility may not be reasonably assured, considers among other matters
the estimated market value of the underlying collateral.
e. Property and Equipment -- Depreciation of office buildings and
----------------------
equipment is accumulated on the straight-line method over the estimated useful
lives of the related assets. Estimated lives are 50 years for buildings and
three to fifteen years for equipment. Leasehold improvements are amortized on
the straight line method over the remaining terms of the related leases or over
their estimated useful lives, whichever is shorter.
Maintenance and repairs are charged to expense as incurred and improvements are
capitalized. The cost and accumulated depreciation relating to premises and
equipment retired or otherwise disposed of are eliminated from the accounts and
any resulting gains and losses are credited or charged to income.
f. Mortgage Loan Interest Income -- The Company provides an
-----------------------------
allowance for uncollectible interest on all accrued interest related to loans 90
days or more delinquent. This allowance is netted against accrued interest
receivable for financial statement disclosure. Such interest ultimately
collected is credited to income in the period of recovery.
g. Loans Held for Sale -- Mortgage loans originated and held for
-------------------
sale in the secondary market are carried at the lower of cost or market value
determined on an aggregate basis. Gains and losses on the sale of loans held
for sale are determined using the specific identification method.
h. Income Taxes -- Deferred taxes on income result from the
------------
recognition of the income tax effect of temporary differences in reporting
transactions for financial and tax purposes. Such temporary differences relate
primarily to deferred loan fees, interest received in advance, accrued
compensation to directors, and the recapture of a special bad debt deduction
(See Note 10).
The Company and the Bank along with its subsidiaries file consolidated tax
returns.
23
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
1. SUMMARY OF SIGNIFICANT ORGANIZATION AND ACCOUNTING POLICIES (Continued)
i. Real Estate Owned -- Real estate properties acquired through, or
-----------------
in lieu of, loan foreclosure are to be sold and are initially recorded at fair
value at the date of foreclosure. Costs relating to development and improvement
of property are capitalized, whereas costs related to the holding of property
are expensed.
Valuations are periodically performed by management, and an allowance for losses
is established by a charge to operations if the carrying value of a property
exceeds its estimated net realizable value.
j. Mortgage-backed Securities -- Mortgage-backed securities
--------------------------
represent participating interests in pools of long-term first mortgage loans
originated and serviced by issuers of the securities. Mortgage-backed securities
are carried at unpaid principal balances, adjusted for unamortized premiums and
unearned discounts. Premiums and discounts are amortized using the interest
method over the remaining period to contractual maturity, adjusted for
anticipated prepayments. Certain mortgage-backed securities are not adjusted to
the lower of cost or market because management intends and has the ability to
hold them to maturity. Should any be sold, cost of securities sold is determined
using the specific identification method.
The Company also classifies certain mortgage-backed securities as available for
sale because these securities are not intended to be held to maturity. Such
securities are carried at fair value. Unrealized gains and losses, net of tax,
on securities available for sale are recognized as direct increases or decreases
in stockholders' equity.
k. Loan Origination Fees -- Loan commitment fees and loan fees for
---------------------
originating loans are accounted for in accordance with Statement of Financial
Accounting Standards No. 91, "Accounting for Nonrefundable Fees and Costs
Associated with Originating and Acquiring Loans and Initial Direct Costs of
Leases" (SFAS 91), which requires that certain direct costs associated with the
loan originating process be netted against originating fees received, with the
net resulting amount amortized over the contractual lives of the loan on the
level-yield method as an adjustment to the loan's yield.
24
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
1. SUMMARY OF SIGNIFICANT ORGANIZATION AND ACCOUNTING POLICIES (Continued)
l. Use of Estimates -- The preparation of financial statements in
----------------
conformity with generally accepted accounting principles requires management to
make estimates and assumptions 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 revenue and expenses during
the reporting period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change
relate to the determination of the allowance for credit losses and the valuation
of real estate acquired in connection with foreclosure or in satisfaction of
loans. In connection with the determination of the allowances for losses on
loans and foreclosed real estate, management obtains independent appraisals for
significant properties.
m. Loan Servicing -- The cost of mortgage servicing rights is
--------------
amortized in proportion to, and over the period of, estimated net servicing
revenue. Impairment of mortgage servicing rights is assessed based on the fair
value of those rights. Fair values are estimated using discounted cash flows
based on a current market interest rate. The amount of impairment recognized is
the amount by which the capitalized mortgage servicing rights exceed their fair
value.
When participating interests in loans sold have an average contractual interest
rate, adjusted for normal servicing fees, that differs from the agreed yield to
the purchaser, gains or losses are recognized equal to the present value of such
differential over the estimated remaining life of such loans. The resulting
"excess servicing receivable" or "deferred servicing revenue" is amortized over
the estimated life using a method approximating the interest method.
Quoted market prices are not available for the excess servicing receivables.
Thus, the excess servicing receivables and the amortization thereon are
periodically evaluated in relation to estimated future servicing revenue, taking
into consideration changes in interest rates, current repayment rates, and
expected future cash flows. The Bank evaluates the carrying value of the excess
servicing receivables by estimating the future servicing income of the excess
servicing receivables based on management's best estimate of remaining loan
lives and discounted at the original discount rate.
25
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
1. SUMMARY OF SIGNIFICANT ORGANIZATION AND ACCOUNTING POLICIES (Continued)
n. Other Matters - The Company has established a company-wide task
-------------
force to review all computer-based systems and applications and develop a
company-wide action plan for the century date change for the year 2000. The
Company's goal is to have all systems and applications compliant with the
century change by December 31, 1998. Preliminary cost estimates have not been
finalized, but remediation efforts will be expensed. None of these costs is
anticipated to have a material impact on the Company's results in any one
period. In addition, the Company could possibly be affected by the century
change to the extent other entities not affiliated with it are unsuccessful in
addressing this issue on a timely basis.
o. Reclassification of 1996 and 1995 Financial Statements -- Certain
------------------------------------------------------
reclassifications have been made to the 1996 and 1995 figures to conform with
current year presentation.
2. ADOPTION OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS
Effective January 1, 1995, the Company adopted the provisions of
Statements of Financial Accounting Standards Nos. 114 and 118, Accounting by
Creditors for Impairment of a Loan. These statements define a loan as impaired
when, based on the current information and events, it is probable that a
creditor will be unable to collect all amounts due according to the contractual
terms of a loan. If the value of the impaired loan is less than the recorded
investment in the loan, the creditor shall recognize the impairment by creating
a valuation allowance for the difference. The Company had no impaired loans at
December 31, 1997 and 1996.
In June 1996, the FASB issued SFAS 125, "Accounting for Transfers and
Servicing of Financial Assets and Extinguishment of Liabilities" which was
adopted by the Company effective January 1, 1997. This Statement provides
accounting and reporting standards for transfers and servicing of financial
assets and extinguishments of liabilities based on consistent application of a
financial-components approach that focuses on control. It distinguishes
transfers of financial assets that are sales from transfers that are secured
borrowings. Under the financial-components approach, after a transfer of
financial assets, an entity recognizes all financial and servicing assets it
controls and liabilities it has incurred and derecognizes financial assets it no
longer controls and liabilities that have been extinguished. The financial-
components approach focuses on the assets and liabilities that exist after the
transfer. Many of these assets and liabilities are components of financial
assets that existed prior to the transfer. If the transfer does not meet the
criteria for a sale, the transfer is accounted for as a secured borrowing with a
pledge of collateral. The adoption of SFAS 125 did not have a material impact on
the Company's consolidated financial statements.
26
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
2. ADOPTION OF RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS (Continued)
Effective December 31, 1997, the Company adopted SFAS 128, "Earnings Per
Share". This Statement establishes standards for computing and presenting
earnings per share ("EPS") and applies to entities with publicly held common
stock or potential common stock. This Statement simplifies the standards for
computing earnings per share previously found in APB Opinion No. 15, "Earnings
Per Share", and makes them comparable to international EPS standards. It
replaces the presentation of primary EPS with a presentation of basic EPS,
requires dual presentation of basic and diluted EPS on the face of the income
statement for all entities with complex capital structures, and requires a
reconciliation of the numerator and the denominator of the basic EPS calculation
to the numerator and the denominator of the diluted EPS calculation. Basic EPS
excludes dilution and is computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding during
the period. Diluted EPS reflects the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted
into common stock or resulted in the issuance of common stock that then shared
in the earnings of the entity. This statement is effective for periods ending
after December 15, 1997, and requires restatement of all prior periods
presented.
In February 1997, the FASB issued Statement of Financial Accounting
Standards No. 129, "Disclosure of Information about Capital Structure."
Statement 129 consolidates existing guidance and requires entities (public and
non-public) to disclose certain information about the entity's capital
structure. This Statement is effective for financial statements for periods
ending after December 15, 1997. It contains no change in disclosure requirements
for entities such as the Company that were previously subject to the
requirements of Opinions 10 - "Omnibus Opinion -1966" and 15 - "Earnings Per
Share" and Statement 47 - "Disclosure of Long-Term Obligations." Accordingly,
this Statement will impose no new reporting requirements on the Company.
In June 1997, the FASB issued Statement No. 130, "Reporting Comprehensive
Income," which will require reporting of "comprehensive income" and its
components in financial statements. "Comprehensive income" will include net
income and other items of comprehensive income, such as unrealized gains and
losses on available-for-sale securities and minimum pension liability
adjustments, which are excluded from net income. This statement is effective for
periods beginning after December 15, 1997 and requires the restatement of all
prior periods presented. Upon adoption, this statement will result in additional
financial statement disclosures.
27
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
3. INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES
The amortized costs and estimated market values of investment securities
held-to-maturity as of December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
As of December 31, 1997
U.S. Treasury Securities
and obligations of U.S.
government corporations
and agencies $2,997,516 $ $ 328 $2,997,188
========== ========== ========== ==========
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
As of December 31, 1996
U.S. Treasury Securities
and obligations of U.S.
government corporations
and agencies $2,490,069 $ $ 895 $2,489,174
========== =========== ========== ==========
</TABLE>
The amortized costs and estimated market values of investment securities
available-for-sale as of December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ----------- ---------- ----------
<S> <C> <C> <C> <C>
As of December 31, 1997
Mutual Funds $ 527,946 $ 97 $ $ 528,043
========== =========== ========== ==========
As of December 31, 1996
Mutual Funds $ 497,292 $ $ 934 $ 496,358
========== =========== ========== ==========
</TABLE>
28
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
3. INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES (Continued)
The amortized costs and estimated market values for mortgage-backed
securities held-to-maturity as of December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
--------- ---------- ---------- ---------
<S> <C> <C> <C> <C>
As of December 31, 1997
FHLMC $411,641 $ $1,309 $410,332
========= ========== ========== =========
As of December 31, 1996
FHLMC $531,775 $856 $ $532,631
========= ========== ========== =========
</TABLE>
The amortized costs and estimated market values for mortgage-backed
securities available-for-sale as of December 31, 1997 and 1996 are as follows:
<TABLE>
<CAPTION>
Gross Gross Estimated
Amortized Unrealized Unrealized Market
Cost Gains Losses Value
---------- ---------- ---------- ----------
<S> <C> <C> <C> <C>
As of December 31, 1997
FHLMC $1,390,245 $15,238 $ $1,405,483
========== ========== ========== ==========
As of December 31, 1996
FHLMC $1,622,718 $10,620 $ $1,633,338
========== ========== ========== ==========
</TABLE>
29
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
3. INVESTMENT SECURITIES AND MORTGAGE-BACKED SECURITIES (Continued)
The amortized cost and estimated market value of debt securities at
December 31, 1997, by contractual maturity, are shown below. Expected maturities
will differ from contractual maturities because borrowers may have the right to
call or prepay obligations with or without call or prepayment penalties.
Estimated
Amortized Market
Cost Value
---------- ----------
Due in one year or less $2,997,516 $2,997,188
Mortgage backed securities 1,801,886 1,815,815
U.S. Treasury securities and obligations of U.S. government corporations
and agencies are included in investments on the balance sheet.
Investment securities and mortgage backed securities carried at
approximately $998,829 at December 31, 1997, were pledged to secure public
deposits.
4. LOANS RECEIVABLE
Mortgage loans are generally of long-term nature with loans secured by
residential or commercial real estate in Cecil County usually made for terms up
to thirty (30) years. Income from these loans is recognized using the level
yield method. The Bank is also active in the making of short-term (normally one
year) interim construction loans. Interest is charged on these loans as the
funds are disbursed and income is recognized when earned.
All first mortgage loans are secured by a first lien on real property and
are stated at their unpaid principal balance.
30
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
4. LOANS RECEIVABLE (Continued)
A summary of mortgage loans follows:
<TABLE>
<CAPTION>
1997 1996
------------- -------------
<S> <C> <C>
First mortgage loans
1-4 Dwelling units $ 41,865,880 $ 40,925,018
5 or more 1,065,865 100,143
Non-Residential 2,470,091 2,675,285
Land 1,389,904 1,569,033
Construction 3,134,181 2,920,115
------------ ------------
49,925,921 48,189,594
Other loans
Home equity loans 973,887 875,286
Commercial loans 1,621,686 694,951
Home improvement loans 9,000 12,139
Consumer loans 2,593,147 2,423,899
Loans on savings deposits 542,116 631,776
Education 75,654 86,518
------------ ------------
55,741,411 52,914,163
Less:
Undisbursed proceeds on
loans in process (892,917) (1,260,066)
Deferred loan fees (100,467) (109,112)
Loans held for sale (1,362,969) (1,707,883)
Allowance for loan losses (173,541) (117,691)
$ 53,211,517 $ 49,719,411
============ ============
</TABLE>
The Bank serviced loans for others in the approximate amount of $18,832,000
and $16,795,000 in 1997 and 1996, respectively.
An analysis of the allowance for loan losses for the years ended December
31, 1997 and 1996 is as follows:
<TABLE>
<CAPTION>
1997 1996
--------- ---------
<S> <C> <C>
Balance at beginning of period $ 117,691 $ 114,412
Provision charged to operations 87,000 102,500
Charge-offs, net (31,150) (99,221)
--------- ---------
Balance at end of period $ 173,541 $ 117,691
========= =========
</TABLE>
31
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
4. LOANS RECEIVABLE (Continued)
In the ordinary course of business, the Bank has and expects to continue to
have transactions, including borrowings with its officers and employees. In the
opinion of management, such transactions were on substantially the same terms,
including interest rates and collateral, as those prevailing at the time
comparable transactions were entered into with other persons and did not involve
more than a normal risk of collectibility or present any other unfavorable terms
to the Bank. Loans to such borrowers, which in the aggregate exceeded $60,000 at
December 31, 1997 are summarized as follows:
<TABLE>
<CAPTION>
<S> <C>
Balance beginning of year $ 343,768
Payments 103,369
----------
Balance end of year $ 240,399
==========
</TABLE>
A summary of slow loans follows:
<TABLE>
<CAPTION>
Principal Past Due
Outstanding Payments
----------- --------
<S> <C> <C>
December 31, 1997
First mortgage loans
Conventional mortgage loans
Single family dwellings $1,031,090 $45,014
Consumer loans 56,223 8,749
---------- -------
Total $1,087,313 $53,763
========== =======
December 31, 1996
First mortgage loans
Conventional mortgage loans
Single family dwellings $1,218,359 $57,760
Consumer loans 11,201 1,888
---------- -------
Total $1,229,560 $59,648
========== =======
</TABLE>
For the years ended December 31, 1997 and 1996 additional interest income
before taxes amounting to $31,541 and $26,976, respectively, would have been
recognized if interest on loans sixty days or more in arrears had been recorded
based on original contract terms. The amount of interest included in interest
income from the above loans as of December 31, 1997 amounted to $83,645.
At December 31, 1997, the Bank had outstanding commitments to originate
loans as follows:
<TABLE>
<CAPTION>
Fixed Rate Variable Rate
(6.50%-7.25%) (7 5/8%-9 1/8%) Total
------------- --------------- ---------
<S> <C> <C> <C>
First mortgages $120,000 $669,000 $789,000
(9.00%-9.50%)
-------------
Land development $787,000 $787,000
</TABLE>
32
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
5. ACCRUED INTEREST RECEIVABLE
Accrued interest receivable at December 31, 1997 and 1996, consists of the
following:
<TABLE>
<CAPTION>
1997 1996
-------- --------
<S> <C> <C>
Loans receivable $407,922 $352,817
Mortgage-backed securities 9,726 12,768
Investment securities 48,962 67,243
-------- --------
$466,610 $432,828
======== ========
</TABLE>
6. OFFICE PROPERTIES, EQUIPMENT AND LEASEHOLD IMPROVEMENTS
Office properties, equipment and leasehold improvements are summarized by
major classifications as follows:
<TABLE>
<CAPTION>
1997 1996
---------- ---------
<S> <C> <C>
Land $ 51,161 $ 51,161
Buildings and improvements 384,630 315,893
Furniture, fixtures and equipment 475,842 369,798
Leasehold improvements 225,493 208,220
---------- --------
1,137,126 945,072
Accumulated depreciation 477,662 436,248
---------- --------
$ 659,464 $508,824
========== ========
</TABLE>
Depreciation expense for the years ended December 31, 1997, 1996, and 1995
was $56,726, $48,376 and $36,945, respectively.
Leasehold improvements relate to office space for the Bank's branch office
and lending office. The branch office is being leased under the terms of an
operating lease with renewal options for two successive five year terms which
expire in May 2005. The lending office is being leased under the terms of an
operating lease which expires in May 2000, with renewal options for three
successive five year terms. Land is being leased for the operation of two
Automatic Teller Machines under the terms of operating leases which expire
through July 2002, with renewal options for three successive three year terms.
Annual rental on these leases was $39,750, $38,380, and $26,553 in 1997, 1996,
and 1995, respectively.
33
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
6. OFFICE PROPERTIES, EQUIPMENT AND LEASEHOLD IMPROVEMENTS (Continued)
The following is a schedule by years of future rental payments required
under the operating leases for the remaining non-cancelable terms:
<TABLE>
<CAPTION>
<S> <C>
Year ending December 31, 1998 $ 40,950
1999 40,950
2000 30,450
2001 21,050
2002 19,050
Thereafter 41,650
--------
$194,100
========
</TABLE>
7. FEDERAL HOME LOAN BANK STOCK
Investment in stock of the Federal Home Loan Bank is required of every
federally-insured savings bank. The bank must own capital stock in an amount
equal to the greater of 1% of its residential mortgages and mortgage-backed
securities, or 3/10th of 1% of total assets. No ready market exists for the bank
stock, and it has no quoted market value.
<TABLE>
<CAPTION>
8. SAVINGS DEPOSITS
1997 1996
---------- ----------
<S> <C> <C>
A summary of savings deposits follows:
Vacation
3.0% $ 19,049 $ 18,783
---------- ----------
Christmas Clubs
3.0% 59,780 60,693
---------- ----------
Passbook and Statement Accounts
(weighted average 3.0%) 9,314,931 9,997,007
---------- ----------
Negotiable Order Withdrawal
Accounts 2.00% 4,514,632 3,828,690
---------- ----------
Money Market Fund Accounts
(weighted average 3.00%) 2,648,733 2,618,289
---------- ----------
Regular checking (non-interest bearing) 1,492,303 682,845
---------- ----------
</TABLE>
34
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
8. SAVINGS DEPOSITS (Continued)
<TABLE>
<CAPTION>
1997 1996
----------- -----------
<S> <C> <C>
Individual Retirement Accounts
(weighted average 5.45% and 5.15%) $ 7,520,379 $ 7,011,601
91-Day Certificates
(weighted average 4.00%) 6,224,487 4,320,548
Money Market Certificates (6 mos.)
(weighted average 5.12% and 5.00%) 4,919,335 4,004,051
1 Year Certificates
(weighted average 5.25% and 4.25%) 5,956,193 5,265,227
14 Month Certificates
(weighted average 5.53% and 5.42%) 1,061,177 1,138,702
18 Month Certificates
(weighted average 5.44% and 5.30%) 2,446,595 2,000,807
30 Month Certificates
(weighted average 5.58% and 5.45%) 2,498,861 2,261,525
3 1/2 Year Certificates
(weighted average 5.50%) 52,003 176,717
5 Year Certificates
(weighted average 5.65%) 4,225,240 3,979,537
----------- -----------
34,904,270 30,158,715
----------- -----------
$52,953,698 $47,365,022
=========== ===========
Weighted average cost of savings
deposits for the period ended 4.27% 4.46%
======= =======
</TABLE>
35
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
8. SAVINGS DEPOSITS (Continued)
A summary of certificate accounts by maturity as of December 31, 1997
follows:
Under 12 months $27,367,369
12 months to 24 months 5,334,755
24 months to 36 months 1,424,656
Over 36 months 777,490
-----------
$34,904,270
===========
Eligible savings accounts are insured up to $100,000 by the Savings
Association Insurance Fund.
Savings deposits include certificates of deposit in denominations of
$100,000 or more aggregating $8,771,314 and $8,337,820 as of December 31, 1997
and 1996.
The bank held deposits of approximately $1,606,595 for related parties at
December 31, 1997.
9. ADVANCES FROM FEDERAL HOME LOAN BANK
At December 31, 1997, short-term advances consist of the following:
Maturity Interest
Date Rate December 31, 1997
-------- ------- -----------------
6/10/98 6.08% $1,750,000
==========
Wholly owned first mortgage loans on 1-4 dwelling units with unpaid
principal balances of approximately $27,520,000 were pledged to the FHLB as
collateral on advances.
10. INCOME TAXES
Under the Internal Revenue Code in prior years, the Bank was allowed a
special bad debt deduction related to additions to tax bad debt reserves
established for the purpose of absorbing losses. The provisions of the Code
permitted the Bank to deduct from taxable income an allowance for bad debts
based on a percentage of taxable income before such deduction which was 8% for
the year ended December 31, 1995. In 1996, the special bad debt deduction
related to additions to tax bad debt reserves was repealed. In addition, the
Bank must recapture into income the portion of its bad debt reserves above its
1987 level, over a six year period. The Bank qualifies for an additional two
year deferral, therefore will begin to recapture the excess bad debt reserve in
the tax year ending December 31, 1998. The Bank's excess bad debt reserve
subject to recapture is approximately $326,000.
36
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
10. INCOME TAXES (Continued)
The Bank's income tax expense is different from amounts computed by
applying the statutory federal income tax rate because of the following:
<TABLE>
<CAPTION>
1997 1996 1995
--------- --------- ------------
<S> <C> <C> <C>
Current:
Federal at 34% $340,621 $177,262 $ 183,240
State 81,785 48,409 37,701
Increase (decrease) in
taxes resulting from:
Special bad debt deduction (16,601)
Deferred income 14,512 76,030 (8,064)
-------- -------- ---------
Total $436,918 $301,701 $ 196,276
======== ======== =========
</TABLE>
Deferred income taxes (income tax benefits) result from timing differences
in the recognition of income and expense for income tax and financial statement
purposes. The source of these differences and the tax effect of each are as
follows:
<TABLE>
<CAPTION>
1997 1996 1995
------------ ------------ -----------
<S> <C> <C> <C>
Loan fee income $ 3,338 ($ 17,639) ($ 7,210)
Advance interest payments on
mortgages (2,025) (1,624) (854)
Employee benefit plans (20,057) 41,662
Provision for possible
loan losses 7,653 30,237
Depreciation 8,986
Mortgage servicing rights 16,617 23,394
------------ ------------ -----------
$ 14,512 $ 76,030 ($ 8,064)
========= ========== ===========
</TABLE>
37
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
10. INCOME TAXES (Continued)
The net deferred tax assets (liabilities) in the accompanying
consolidated statements of financial condition include the following components:
<TABLE>
<CAPTION>
1997 1996
---------- -----------
<S> <C> <C>
Deferred tax liabilities ($ 93,828) ($ 147,162)
Deferred tax assets 73,773 144,285
---------- -----------
Net deferred tax liabilities ($ 20,055) ($ 2,877)
</TABLE>
At December 31, 1997 and 1996, there is no valuation allowance
maintained against the deferred tax assets. The Bank expects to fully realize
the benefit of the deferred tax assets.
11. RETAINED EARNINGS
Retained earnings are restricted by regulatory requirements and federal
income tax requirements.
In connection with the insurance of savings accounts by SAIF, the Bank
is required to meet certain capital requirements based on computations
prescribed by OTS (see Note 12).
Payment of dividends on the common stock of the Company will be subject
to the availability of funds from dividend distributions of the Bank, which are
subject to various restrictions. Under regulations of the OTS, the Bank is not
permitted to pay dividends on its common stock if its regulatory capital is
reduced below the amount required for the "liquidation account" or the capital
requirements imposed by FIRREA and the OTS. Since the bank meets the fully
phased-in capital requirements under FIRREA, it may pay a cash dividend on its
capital stock up to the higher of (i) 100% of its net income to date during the
calendar year plus an amount not to exceed 50% of its surplus capital ratio at
the beginning of the calendar year or (ii) 75% of its net income over the most
recent four quarter period.
38
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
12. REGULATORY CAPITAL MATTERS
The Bank is subject to various regulatory capital requirements
administered by its primary federal regulator, the Office of Thrift Supervision
(OTS). Failure to meet the minimum regulatory capital requirements can initiate
certain mandatory, and possible additional discretionary actions by regulators,
that if undertaken, could have direct material effect on the Bank and the
consolidated financial statements. Under the regulatory capital adequacy
guidelines and the regulatory framework for prompt corrective action, the Bank
must meet specific capital guidelines involving quantitative measures of the
Bank's assets, liabilities, and certain off-balance-sheet items as calculated
under regulatory accounting practices. The Bank's capital amounts and
classification under the prompt corrective action guidelines 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 of: total risk-
based capital and Tier I capital risk-weighted assets (as defined in the
regulations), Tier I capital to adjusted total assets (as defined), and tangible
capital to adjusted total assets (as defined). Management believes, as of
December 31, 1997, that the Bank meets all the capital adequacy requirements to
which it is subject.
As of December 31, 1997, the most recent notification from the OTS, the
bank was categorized as well capitalized under the regulatory framework for
prompt corrective action. To remain categorized as well capitalized, the Bank
will have to maintain minimum total risk-based, Tier I risk-based, and Tier I
leverage ratios as disclosed in the following table. There are no events or
conditions since the most recent notification that management believes have
changed the Bank's prompt corrective action category.
39
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
12. REGULATORY CAPITAL MATTERS (Continued)
<TABLE>
<CAPTION>
To Be Well Capitalized
under Prompt
Corrective Action
Actual Provisions
--------------- ----------------------
Amount Ratio Amount Ratio
------- ------ -------- -----
As of December 31, 1997 (in thousands) (in thousands)
<S> <C> <C> <C> <C>
Total risk-based capital Greater Greater
(to risk-weighted assets) $7,326 18.08% Than $ 4,052 Than 10.0%
or = to or = to
Tier I capital Greater Greater
(to risk-weighted assets) 7,150 17.65% Than 2,431 Than 6.0%
or = to or = to
Tier I capital Greater Greater
(to adjusted total assets) 7,150 11.23% Than 3,183 Than 5.0%
or = to or = to
Tangible capital Greater Greater
(to adjusted total assets) 7,160 11.25% Than 955 Than 1.5%
or = to or = to
As of December 31, 1996
Total risk-based capital Greater Greater
(to risk-weighted assets) $7,113 18.71% Than $ 3,802 Than 10.0%
or = to or = to
Tier I capital Greater Greater
(to risk-weighted assets) 6,995 18.40% Than 2,281 Than 6.0%
or = to or = to
Tier I capital Greater Greater
(to adjusted total assets) 6,995 11.61% Than 3,013 Than 5.0%
or = to or = to
Tangible capital Greater Greater
(to adjusted total assets) 7,056 11.71% Than 904 Than 1.5%
or = to or = to
</TABLE>
13. OFFICER, DIRECTOR, AND EMPLOYEE PLANS
a. Employee Stock Ownership Plan -- In conjunction with the plan of
-----------------------------
conversion, he Board of Directors approved a contributory Employee Stock
Ownership Plan (ESOP) for employees who have attained age 21 and completed one
year of service with the Company or its subsidiaries, effective January 1, 1994.
The ESOP acquired 38,508 shares of common stock in November 1994 for $385,080
financed by a loan from the Company. Shares acquired with such loan proceeds are
to be held in a suspense account for allocation among the participants as the
loan is repaid. The loan agreement is secured by a pledge of the common stock
owned by the ESOP and purchased with the proceeds of the loan. The outstanding
loan balance is included as a liability in the accompanying consolidated
statements of financial condition, and the Company's obligation related to the
ESOP debt is reflected as a reduction in stockholders' equity. The loan is to be
paid in annual installments of $38,508 plus interest at prime plus 1% (9.5% at
December 31, 1997) over a ten year period. Payments began on December 31, 1995.
The Bank contributes sufficient cash funds to the ESOP to repay the loan, plus
such other amounts as the Company's Board of Directors may determine in its
discretion.
40
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
13. OFFICER, DIRECTOR, AND EMPLOYEE PLANS (Continued)
a. Employee Stock Ownership Plan (Continued)
-----------------------------
Contributions to the ESOP and shares released from the suspense account are to
be allocated among participants on the basis of their annual wages subject to
federal income tax withholding, plus any amounts withheld under a plan qualified
under Sections 125 or 401(k) of the Code and sponsored by the Company.
Participants must be employed at least 500 hours in a calendar year in order to
receive an allocation. Forfeitures will be reallocated to participants on the
same basis as other contributions. Dividends paid on allocated shares are
expected to be used to repay the ESOP loan, credited to participant accounts
within the ESOP, or paid to participants; dividends on unallocated shares are
expected to be used to repay the ESOP loan. The Company is to administer the
ESOP.
The Company accounts for its ESOP in accordance with Statement of
Position 93-6. Accordingly, the debt of the ESOP is recorded as debt and shares
pledged as collateral are reported as unearned ESOP shares, a reduction of
stockholders' equity. As shares are released from collateral, the Bank records
compensation expense in an amount equal to the fair value of the shares, and the
shares become outstanding for earnings per share computations. Compensation
expense is also recognized for Company dividends on unallocated shares paid or
added to participant accounts. Compensation expense is reduced by the amount of
the annual interest paid by the ESOP to service the loan issued to acquire the
shares of stock. ESOP compensation expense was $43,751, $36,884, and $41,548 in
1997, 1996 and 1995, respectively. The ESOP shares as of December 31, 1997 were
as follows:
<TABLE>
<CAPTION>
<S> <C>
Shares released for allocation 11,552
Unreleased shares 26,956
--------
Total ESOP shares 38,508
========
Fair value of unreleased shares
at December 31, 1997 $539,120
========
</TABLE>
b. Stock-based Compensation Plans -- The Company has stock-based
------------------------------
compensation plans which are described below. The Company applies APB Opinion 25
and related Interpretations in accounting for its plans. The exercise price of
the Company's employer stock option equals the market price of the underlying
stock on the date of grant, therefor no compensation expense has been
recognized. Had the compensation cost for the Company's stock-based compensation
plans been determined based on the fair value at the grant dates for awards
under those plans as consistent with the methods prescribed under SFAS No. 123
"Accounting for Stock-based Compensation", the results in net income and
earnings per share would not be materially different than reported.
41
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
13. OFFICER, DIRECTOR, AND EMPLOYEE PLANS (Continued)
b. Stock-based Compensation Plans (Continued)
------------------------------
During 1995, the Company formed a Management Recognition Plan
("MRP"), which was authorized to acquire 4% of the shares of common stock issued
on the date of reorganization. The total shares authorized are to be awarded to
directors and to employees in key management positions in order to provide them
with a proprietary interest in the Company in a manner designed to encourage
such employees to remain with the Company.
The Company contributed funds in the amount of $263,351 to the MRP to
enable it to acquire the shares of stock that will be required to fund the MRP
(18,174 shares). The number of shares awarded for the year ended December 31,
1995 was 17,507. Awards under the MRP are earned and non-forfeitable by a
participant at the rate of one-fifth per year of service.
The $263,351 contributed to the MRP is being amortized to compensation
expense as the plan participants become vested in those shares. Compensation
expense in connection with the MRP was $50,627, $46,187, and $69,617 in 1997,
1996 and 1995, respectively. The unamortized cost, which is comparable to
deferred compensation, is reflected as a reduction of stockholders' equity.
<TABLE>
<CAPTION>
The following table summarizes information about the management
recognition plan at December 31:
<S> <C> <C>
1997 1996
------- -------
Outstanding shares at beginning of year 10,395 12,994
Vested and paid shares ( 2,599) ( 2,599)
Outstanding shares at end of year 7,796 10,395
======= =======
</TABLE>
During 1995, the Company adopted a stock option plan for the benefit of
directors, selected officers, and other key employees. The number of shares of
common stock deliverable pursuant to awards is not to exceed 10% of the shares
of common stock issued on the date of reorganization (48,136 shares). The plan
provides for the granting of options for the common shares of the Company at the
fair market value at the time the options are granted. The term of each option
awarded is to be determined by a committee of the Board of Directors, but shall
not exceed ten years. The term of an option shall not exceed five years for
employees owning more than 10% of the out-standing common stock at the time the
option is granted. Discretionary stock appreciation rights may be granted in
conjunction with, or independently of, any options granted under the Plan. Upon
exercise of a stock appreciation right, the related option, or portion thereof,
is canceled. As of December 31, 1997, 6,497 stock options were granted. No stock
appreciation rights have been granted as of December 31, 1997.
42
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
13. OFFICER, DIRECTOR, AND EMPLOYEE PLANS (Continued)
b. Stock-based Compensation Plans (Continued)
------------------------------
The Company's 1995 Stock Option Plan (Five-Year Options) has authorized
the grant of options to management personnel for up to 44,519 shares of the
Company's common stock. All options granted have 10-year terms and vest ratably
over five years.
A summary of the Company's stock option activity, and related
information for the year ended December 31 is as follows:
<TABLE>
<CAPTION>
1997 1996
-------------------------- ---------------------------
Weighted-Average Weighted-Average
Shares Exercise Price Shares Exercise Price
-------- ---------------- --------- ----------------
<S> <C> <C> <C> <C>
Outstanding at
beginning of year 32,485 $11.00 44,519 $11.00
Exercised ( 824) ( 12,034)
Outstanding at
end of year 31,661 32,485
====== ========
Options exercisable
at year end 12,170 6,497
====== ========
</TABLE>
The weighted average remaining contractual life of those options was 4.6 years.
c. Retirement Plan for Non-Employee Directors -- Effective
------------------------------------------
January 1, 1995 the Company adopted a Retirement Plan for Non-Employee
Directors. Under this plan, each participating director would receive monthly
benefits for the ten-year period following termination of service on the Board,
in an amount equal to the product of his or her "Benefit Percentage," his or her
"Vested Percentage," and $500. A director's "Benefit Percentage" is based on his
or her overall years of service on the Board of Directors of the Bank, and
increases in increments of 20% from 0% for less than five years of service, to
20% for five to nine years of service, to 40% for 10 to 14 years of service, to
60% for 15 to 19 years of service, to 80% for 20 to 24 years of service, and to
100% for 25 or more years of service.
A director's "Vested Percentage" is based on his or her full years of
service as a non-employee Director after January 1, 1995 and increases in
increments of 10% per year, from 10% for one full year of service after January
1, 1995, up to 100% for ten or more full years of service after January 1, 1995.
In the event that a director dies before collecting benefits under this plan,
the director's surviving spouse will be eligible to receive 50% of the benefits
the director would have received.
43
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
13. OFFICER, DIRECTOR, AND EMPLOYEE PLANS (Continued)
c. Retirement Plan for Non-Employee Directors (Continued)
------------------------------------------
The Directors' Plan is unfunded. All benefits will be paid from the
Bank's general assets. The Bank recognizes annual compensation expense as the
benefits become vested. The amount of compensation expense incurred by the Bank
in connection with the plan for the years ended December 31, 1997, 1996, and
1995 was $42,000 per year.
14. PENSION PLAN
The Bank has a defined contribution pension plan covering all full-time
employees who meet certain eligibility requirements as to age and length of
service. The plan is funded by annual employer contributions determined at the
rate of 10% of compensation of eligible employees. Pension costs charged to
operations in 1997, 1996 and 1995 amounted to $57,768, $51,741, and $61,732,
respectively.
15. FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
The Bank is party to financial instruments with off-balance-sheet
risk.
The following commitments are outstanding as of December 31:
<TABLE>
<CAPTION>
1997 1996
---------- ----------
<S> <C> <C>
Unfunded lines of credit $2,890,000 $ 963,700
Loan commitments 1,576,000 664,700
---------- ----------
$4,466,000 $1,628,400
========== ==========
</TABLE>
The Bank's exposure to credit loss in the event of non-performance by
the other party to these instruments is represented by the contractual amount of
the instrument. The Bank uses the same credit policies in granting such loan
commitments as it does for on-balance sheet instruments. The Bank generally
requires collateral to support such financial instruments with credit risk,
which generally consists of the right to receive a first mortgage on improved or
unimproved real estate when performance under the contract occurs (see Note 4).
The Bank invests funds in the form of certificates of deposit at the
Federal Home Loan Bank. In addition, the Bank maintains cash accounts at the
Federal Home Loan Bank and three local banks. Balances reflected on the local
bank's statements exceed the $100,000 insurance limit by varying amounts
throughout the year. The Bank controls this risk by monitoring the financial
condition of the local banks. The Federal Home Loan Bank is an instrumentality
of the U.S. Government.
44
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
16. EARNINGS PER SHARE
During 1997 and 1996, options to acquire 12,170 and 6,497 shares,
respectively of the Company's stock for $11 per share were vested and
exercisable (see Note 13). The options expire through May 2006.
Basic earnings per common share were computed by dividing net income by
the weighted average number of shares of common stock outstanding during the
year. The weighted average number of shares of common stock outstanding was
438,857, 437,230 and 442,583 in 1997, 1996 and 1995, respectively.
Diluted earnings per common share were determined on the assumption that
the options were exercised on May 31, 1997 and May 31, 1996 (the date they
became vested). The number of common shares was increased by the number of
shares issuable on the exercise options when the market price of the common
stock exceeds the exercise price of the options. This increase in the number of
common shares was reduced by the number of common shares that are assumed to
have been purchased with the proceeds from the exercise of the options; those
purchases were assumed to have been made at the year-end price of $20 and $15.75
at December 31, 1997 and 1996, respectively. The weighted average number of
shares of common stock outstanding for computation of diluted earnings per
common share was 443,358 and 438,375 in 1997 and 1996, respectively.
The following table is a reconciliation of the numerators and
denominators of basic and diluted earnings per share computations for the years
ended December 31:
1997
--------
<TABLE>
<CAPTION>
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ------------
<S> <C> <C> <C>
Basic EPS
Net income $565,666 438,857 $ 1.29
Effect of dilutive securities
Stock options 4,501 ( .01)
-------- ------- -----------
Diluted EPS
Net income $565,666 443,358 $ 1.28
======== ======= ===========
</TABLE>
45
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
16. EARNINGS PER SHARE (Continued)
1996
--------
<TABLE>
<CAPTION>
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
<S> <C> <C> <C>
Basic EPS
Net income $314,909 437,230 $.72
Effect of dilutive securities
Stock options 1,145
---------- ------------ ---------
Diluted EPS
Net income $314,909 438,375 $.72
======== ============ =========
</TABLE>
1995
--------
<TABLE>
<CAPTION>
Income Shares Per-Share
(Numerator) (Denominator) Amount
----------- ------------- ---------
<S> <C> <C> <C>
Basic EPS
Net income $317,150 442,583 $.72
Effect of dilutive securities
Stock options ---------- ------------ ---------
Diluted EPS
Net income $317,150 442,583 $.72
========== ============ =========
</TABLE>
17. FAIR VALUE OF FINANCIAL INSTRUMENTS
In December 1991, the FASB issued SFAS No. 107 "Disclosure about Fair
Value of Financial Instruments" which requires that the Bank disclose estimated
fair values for both its on and off-balance-sheet financial instruments. The
following methods and assumptions were used to estimate the fair value of the
Bank's financial instruments. Changes in estimates and assumptions could have a
significant impact on these fair values.
Cash and Cash Equivalent
------------------------
The fair values of cash and cash equivalents approximates their
carrying values.
46
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
17. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
Securities
----------
The fair values of investment securities, securities available for sale
and securities to be held to maturity are based on quoted market prices, where
available. If a quoted market price is not available, fair value is estimated
using quoted market prices of comparable instruments.
Loans Receivable and Loans Held for Sale
----------------------------------------
The fair value of the loan portfolio is estimated by evaluating
homogeneous categories of loans with similar financial and credit risk
characteristics. Loans are segregated by types, such as residential mortgage,
commercial real estate and consumer. Each loan category is further segmented
into fixed and adjustable-rate interest terms.
The fair values of each loan category are estimated by discounting
contractual cash flows adjusted for estimated prepayments. Assumptions regarding
prepayment estimates and discount rates are judgmentally determined by using
available market information.
Investment in Stock of FHLB
---------------------------
The fair value of the Bank's investment in stock of the FHLB
approximates its carrying value.
Savings Deposits
----------------
The fair values of passbook accounts, NOW accounts, demand deposit
accounts and variable rate money market accounts approximates their carrying
values. The fair values of fixed rate certificates of deposit are estimated
using a discounted cash flow calculation that applies interest rates currently
offered for deposits of similar remaining maturities.
Employee Stock Ownership Plan Debt
----------------------------------
The fair value of the Bank's employee stock ownership plan debt is
estimated using a discounted cash flow analysis based on current market rates
for debt with similar terms and remaining maturity.
47
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
17. FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)
The estimated fair values of financial instruments at December 31, 1997
are as follows:
<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
----------- -----------
<S> <C> <C>
Financial assets
Cash and cash equivalents $ 1,842,802 $ 1,842,802
Investment securities
Held to maturity 2,997,516 2,997,188
Available for sale 528,043 528,043
Mortgage-backed securities
Held to maturity 411,641 410,332
Available for sale 1,405,483 1,405,483
Loans held for sale 1,362,969 1,380,439
Loans receivable 53,211,517 54,483,581
Investment in stock of FHLB 438,100 438,100
Financial liabilities
Savings deposits 52,953,698 52,937,812
Employee stock ownership plan debt 269,556 269,556
</TABLE>
The estimated fair values of financial instruments at December 31, 1996 are as
follows:
<TABLE>
<CAPTION>
Estimated
Carrying Fair
Value Value
----------- -----------
<S> <C> <C>
Financial assets
Cash and cash equivalent $ 2,180,622 $ 2,180,622
Investment securities
Held to maturity 2,490,069 2,489,174
Available for sale 496,358 496,358
Mortgage-backed securities
Held to maturity 531,775 532,631
Available for sale 1,633,338 1,633,338
Loans held for sale 1,707,883 1,716,993
Loans receivable 49,719,411 50,720,538
Investment in stock of FHLB 422,900 422,900
Financial liabilities
Savings deposits 47,365,022 47,401,778
Employee stock ownership plan debt 308,064 308,064
</TABLE>
48
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
18. CECIL BANCORP, INC. - HOLDING COMPANY ONLY FINANCIAL INFORMATION
The following condensed statement of financial position as of December
31, 1997 and 1996 and condensed statements of income and cash flows for the
years then ended for Cecil Bancorp, Inc. should be read in conjunction with the
consolidated financial statements and notes thereto. The Company was
incorporated July 1994 and on November 10, 1994, acquired all of the capital
stock of the Bank upon its conversion from mutual to stock form. Prior to the
conversion, the Company did not engage in any material operations.
Statements of Financial Condition
Assets
<TABLE>
<CAPTION>
December 31,
----------------------
1997 1996
---------- ----------
<S> <C> <C>
Cash $ 516,087 $ 260,996
Investment in Cecil Federal Savings Bank 3,673,195 3,568,977
Deferred taxes 11,956 8,119
Prepaid expenses 74,442 50,364
---------- ----------
$4,275,680 $3,888,456
========== ==========
Liabilities and Stockholders' Equity
Other Liabilities $ 28,136 $ 27,254
Employee stock ownership debt 269,556 308,064
---------- ----------
297,692 335,318
---------- ----------
Stockholders' Equity
Common stock, $.01 par value
Authorized: 4,000,000 shares
Issued and outstanding: 470,182 shares
in 1997 and 469,358 shares in 1996 4,702 4,694
Additional paid in capital 4,000,351 3,940,728
Employee stock ownership debt (269,556) (308,064)
Deferred Compensation Management
Recognition Plan (118,361) (156,047)
Retained earnings 360,852 71,827
---------- ----------
Total stockholders' equity 3,977,988 3,553,138
---------- ----------
Total liabilities and stockholders' equity $4,275,680 $3,888,456
========== ==========
</TABLE>
49
<PAGE>
CECIL BANCORP, INC. AND SUBSIDIARIES
------------------------------------
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
------------------------------------------
YEARS ENDED DECEMBER 31, 1997, 1996 AND 1995
--------------------------------------------
(Continued)
18. CECIL BANCORP, INC. - HOLDING COMPANY ONLY FINANCIAL INFORMATION
(Continued)
Statements of Income
<TABLE>
<CAPTION>
Year ended December 31,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
Equity in earnings of Cecil Federal Savings Bank $ 604,218 $ 400,001
Operating expenses
Compensation and benefits 43,979 88,203
Other 22,488 25,959
--------- ---------
66,467 114,162
--------- ---------
Net income before income taxes 537,751 285,839
Income taxes
Current (24,078) (27,391)
Deferred (3,837) (1,679)
(27,915) (29,070)
Net income $ 565,666 $ 314,909
========= =========
</TABLE>
<TABLE>
<CAPTION>
Statements of Cash Flows
Year ended December 31,
--------------------------
1997 1996
------------ ------------
<S> <C> <C>
Cash flows from operating activities
Cash paid to suppliers and employees $ (21,402) $ (65,897)
Dividends received from Cecil Federal Savings Bank 500,000 550,000
Income taxes refunded 7,028
--------- ---------
Net cash provided by operating activities 478,598 491,131
Cash flows from financing activities
Proceeds from sale of common stock 14,626 178,799
Unearned ESOP compensation decrease 38,508 38,508
Dividends paid (276,641) (243,671)
Purchase of MRP stock
Purchase of common stock (352,843)
---------- ----------
Net cash used by financing activities (223,507) (379,207)
---------- ----------
Net increase in cash 255,091 111,924
Cash
Beginning of year 260,996 149,072
---------- ----------
End of year $ 516,087 $ 260,996
========== ==========
</TABLE>
50
<PAGE>
MARKET AND DIVIDEND INFORMATION
TRADING IN THE COMMON STOCK
The Company's common stock is listed over-the-counter through the
National Daily Quotation System "Pink Sheets" published by the National
Quotation Bureau, Inc. There are currently 470,182 shares of the common stock
outstanding and approximately 597 holders of record of the common stock (not
including shares held in "street name") as of March 10, 1998.
The following table sets forth certain information as to the range of
the high and low bid prices for the Company's common stock for the calendar
quarters indicated and since the common stock's issuance on November 10, 1994.
<TABLE>
<CAPTION>
HIGH BID (1) LOW BID (1) DIVIDENDS PAID
------------ ----------- --------------
<S> <C> <C> <C>
FISCAL 1994:
Fourth Quarter $10.25 $10.00 none
FISCAL 1995:
First Quarter 10.75 10.00 $.08
Second Quarter 11.00 11.00 .16 (2)
Third Quarter 11.50 11.00 .24 (3)
Fourth Quarter 14.50 14.25 .08
FISCAL 1996:
First Quarter 15.00 14.50 .10 (4)
Second Quarter 15.00 15.00 .08
Third Quarter 15.75 15.00 .08
Fourth Quarter 15.75 15.00 .30 (5)
FISCAL 1997:
First Quarter 16.00 16.00 .10
Second Quarter 18.75 17.00 .10
Third Quarter 17.75 17.50 .10
Fourth Quarter 20.00 18.25 .33 (6)
</TABLE>
- -------------------------
(1) Quotations reflect inter-dealer price, without retail mark-up, mark-down or
commissions, and may not represent actual transactions.
(2) Includes special dividend of $.08 per share.
(3) Includes special dividend of $.16 per share.
(4) Includes special dividend of $.02 per share.
(5) Includes special dividend of $.20 per share.
(6) Includes special dividend of $.23 per share.
DIVIDEND RESTRICTIONS
Under regulations of the OTS, the Bank is not permitted to pay dividends
on its capital stock if its regulatory capital would thereby be reduced below
regulatory capital requirements, or the amount then required for the liquidation
account established for the benefit of certain depositors of the Bank at the
time of its conversion to stock form. In addition, savings institution
subsidiaries of savings and loan holding companies such as the Company are
required to give the OTS 30 days' prior notice of any proposed declaration of
dividends to the holding company.
51
<PAGE>
Federal regulations impose additional limitations on the payment of
dividends and other capital distributions (including stock repurchases and cash
mergers) by the Bank. Under these regulations, a savings institution such as
the Bank that, immediately prior to, and on a pro forma basis after giving
effect to, a proposed capital distribution, has total capital (as defined by OTS
regulation) that is equal to or greater than the amount of its fully phased-in
capital requirements (a "Tier 1 Association") is generally permitted without OTS
approval, after notice, to make capital distributions during a calendar year in
the amount of (i) up to 100% of its net earnings to date during the calendar
year plus an amount that would reduce by one-half the amount by which its
capital-to-assets ratio exceeded its fully phased-in capital requirement to
assets ratio at the beginning of the calendar year, or (ii) 75% of its net
income for the previous four quarters. In addition to the foregoing, earnings
of the Bank appropriated to bad debt reserves and deducted for federal income
tax purposes are not available for payment of cash dividends or other
distributions to the Company without payment of taxes at the then current tax
rate by the Bank on the amount of earnings removed from the reserves for such
distributions.
Although the Company is not subject to these restrictions, the
Company's primary source of funds for payment of dividends, in addition to the
50% of the net proceeds retained from the conversion to stock form, are
dividends from the Bank. The Company intends to make full use of this favorable
tax treatment afforded to the Bank and Company and does not contemplate use of
any earnings of the Bank in a manner which would limit the Bank's bad debt
deduction or create federal tax liabilities.
52
<PAGE>
<TABLE>
<CAPTION>
BOARD OF DIRECTORS
<S> <C> <C>
BERNARD L. SIEGEL MICHAEL J. SCIBINICO DORIS P. SCOTT
Chairman of the Board of the Company and the Bank Treasurer and Director of the Director of the Bank
Company and the Bank
MARY B. HALSEY THOMAS L. FOARD HOWARD B. TOME
President, Chief Executive Officer and Director of the Secretary and Director of the Director of the Bank
Company and the Bank Company and the Bank
WILLIAM F. BURKLEY HOWARD J. NEFF
Vice President and Director of the Company and the Bank Director of the Bank
EXECUTIVE OFFICERS
BERNARD L. SIEGEL WILLIAM F. BURKLEY MICHAEL J. SCIBINICO
Chairman of the Board of the Company and the Bank Vice President and Director of Treasurer and Director of the
the Company and the Bank Company and the Bank
MARY B. HALSEY THOMAS L. FOARD
President, Chief Executive Officer and Director of the Secretary and Director of the
Company and the Bank Company and the Bank
</TABLE>
<TABLE>
<CAPTION>
OFFICE LOCATIONS
<S> <C>
MAIN OFFICE: BRANCH OFFICE:
127 North Street 108 North East Plaza
Elkton, Maryland 21921-5547 North East, Maryland 21901
</TABLE>
<TABLE>
<CAPTION>
GENERAL INFORMATION
<S> <C> <C>
INDEPENDENT PUBLIC ACCOUNTANTS ANNUAL MEETING ANNUAL REPORT ON FORM 10-K
Simon, Master & Sidlow, P.A. The 1998 Annual Meeting of A copy of the Company's Annual
Certified Public Accountants Stockholders will be held at the Report on Form 10-KSB for the
Swiss Inn, Elkton, Maryland on fiscal year ended December 31,
GENERAL COUNSEL Wednesday, April 15, 1998 at 9:00 1997 as filed with the Securities
William B. Calvert, Esq. a.m. and Exchange Commission will be
101 Courthouse Plaza furnished without charge to
Elkton, Maryland 21921 TRANSFER AGENT AND REGISTRAR stockholders as of the record date
Registrar and Transfer Company for the 1998 Annual Meeting upon
SPECIAL COUNSEL 10 Commerce Drive written request to Mary B. Halsey,
Housley Kantarian & Bronstein, P.C. Cranford, New Jersey 07016 127 North Street, P.O. Box 568,
1220 19th Street, N.W. Suite 700 Elkton, Maryland 21922-0568.
Washington, D.C. 20036
</TABLE>
53
<PAGE>
EXHIBIT 21
SUBSIDIARIES
State or Other
Jurisdiction of
Parent Incorporation
- ------ ---------------
Cecil Bancorp, Inc. Maryland
Subsidiaries (1)
- ----------------
Cecil Federal Savings Bank United States
Subsidiaries of Cecil Federal Savings Bank
- ------------------------------------------
Cecil Service Corporation Maryland
Northeastern Service Corporation Maryland
- -------------------------
(1) The assets, liabilities and operations of the subsidiaries are included in
the consolidated financial statements contained in Item 8 hereof.
<PAGE>
EXHIBIT 23
Board of Directors and Stockholders
Cecil Bancorp, Inc.
Elkton, Maryland
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Annual Report (Form
10-KSB) of Cecil Bancorp, Inc. and Subsidiaries of our report dated January 21,
1998, included in the 1997 Annual Report to Stockholders of Cecil Bancorp, Inc.
We also consent to the incorporation by reference in Registration
Statements (Form 10-KSB Number 0-24926) of Cecil Bancorp, Inc. and Subsidiaries
of our report dated January 21, 1998, with respect to the consolidated financial
statements incorporated herein by reference.
Simon Master & Sidlow, P.A.
Wilmington, Delaware
January 21, 1998
<TABLE> <S> <C>
<PAGE>
<ARTICLE> 9
<S> <C>
<PERIOD-TYPE> YEAR
<FISCAL-YEAR-END> DEC-31-1997
<PERIOD-END> DEC-31-1997
<CASH> 961,993
<INT-BEARING-DEPOSITS> 880,809
<FED-FUNDS-SOLD> 0
<TRADING-ASSETS> 0
<INVESTMENTS-HELD-FOR-SALE> 1,933,526
<INVESTMENTS-CARRYING> 3,409,157
<INVESTMENTS-MARKET> 3,409,157
<LOANS> 54,748,027
<ALLOWANCE> 173,541
<TOTAL-ASSETS> 63,660,230
<DEPOSITS> 52,953,698
<SHORT-TERM> 1,750,000
<LIABILITIES-OTHER> 1,472,949
<LONG-TERM> 0
0
0
<COMMON> 4,702
<OTHER-SE> 7,478,881
<TOTAL-LIABILITIES-AND-EQUITY> 7,483,583
<INTEREST-LOAN> 4,588,913
<INTEREST-INVEST> 142,869
<INTEREST-OTHER> 286,584
<INTEREST-TOTAL> 5,018,366
<INTEREST-DEPOSIT> 2,271,723
<INTEREST-EXPENSE> 2,438,143
<INTEREST-INCOME-NET> 2,580,223
<LOAN-LOSSES> 87,000
<SECURITIES-GAINS> 352,140
<EXPENSE-OTHER> 1,842,779
<INCOME-PRETAX> 1,002,584
<INCOME-PRE-EXTRAORDINARY> 1,002,584
<EXTRAORDINARY> 0
<CHANGES> 0
<NET-INCOME> 565,666
<EPS-PRIMARY> 1.29
<EPS-DILUTED> 1.28
<YIELD-ACTUAL> 8.46
<LOANS-NON> 579,632
<LOANS-PAST> 123,432
<LOANS-TROUBLED> 0
<LOANS-PROBLEM> 0
<ALLOWANCE-OPEN> 124,268
<CHARGE-OFFS> 56,356
<RECOVERIES> 25,206
<ALLOWANCE-CLOSE> 176,565
<ALLOWANCE-DOMESTIC> 176,565
<ALLOWANCE-FOREIGN> 0
<ALLOWANCE-UNALLOCATED> 0
</TABLE>
