10-Q 1 d645806d10q.htm 10-Q 10-Q
Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-Q

 

 

(Mark One)

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2019

Or

 

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                      to                     .

001-38680

(Commission File No.)

 

 

CBM BANCORP, INC.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

Maryland   83-1095537

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

2001 East Joppa Road, Baltimore, Maryland   21234
(Address of Principal Executive Offices)   (Zip Code)

410-665-7600

(Registrant’s telephone number, including area code)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for 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  ☒    NO  ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).     YES  ☒    NO  ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer      Accelerated filer  
Non-accelerated filer      Smaller reporting company  
     Emerging growth company  

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.  ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    YES  ☐    NO  ☒

As of May 15, 2019, the number of shares of common stock outstanding was 4,232,000.

Securities registered or to be registered pursuant to Section 12(b) of the Act.

 

Title of each class

 

Trading

Symbol(s)

 

Name of each exchange

on which registered

Common stock   CBMB   Nasdaq Capital Market

 

 

 


Table of Contents

CBM Bancorp, Inc.

Table of Contents

 

     Page No.  
Part I. Financial Information       

Item 1.

 

Financial Statements

  

Consolidated Statements of Financial Condition as of March  31, 2019 (unaudited) and December 31, 2018 (audited)

     3  

Consolidated Statements of Operations for the Three Months Ended March 31, 2019 and 2018 (unaudited)

     4  

Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2019 and 2018 (unaudited)

     5  

Consolidated Statements of Changes in Stockholders’ Equity for the Three Months Ended March 31, 2019 and 2018 (unaudited)

     6  

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2019 and 2018 (unaudited)

     7  

Notes to Consolidated Financial Statements

     8  

Item 2.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

     34  

Item 3.

 

Quantitative and Qualitative Disclosures About Market Risk

     42  

Item 4.

 

Controls and Procedures

     42  

Part II. Other Information

  

Item 1.

 

Legal Proceedings

     42  

Item1A.

  Risk Factors      42  

Item 2.

 

Unregistered Sales of Equity Securities and Use of Proceeds

     42  

Item 3.

 

Defaults Upon Senior Securities

     42  

Item 4.

 

Mine Safety Disclosures

     42  

Item 5.

 

Other Information

     42  

Item 6.

 

Exhibits

     43  

Signatures

     44  

 

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Table of Contents

PART I – FINANCIAL INFORMATION

ITEM 1 – Consolidated Financial Statements

CBM Bancorp, Inc.

Consolidated Statements of Financial Condition

March 31, 2019 (Unaudited) and December 31, 2018

 

     March 31,
2019
    December 31,
2018
 
     (Unaudited)     (Audited)  
Assets     

Cash and due from banks

   $ 909,221     $ 1,071,335  

Interest-bearing deposits in other banks

     10,705,785       17,775,425  
  

 

 

   

 

 

 

Cash and cash equivalents

     11,615,006       18,846,760  
  

 

 

   

 

 

 

Time deposits in other banks

     7,441,752       6,944,000  

Securities available for sale, at fair value

     43,089,426       37,447,423  

Federal Home Loan Bank stock, at cost

     279,100       245,200  

Loans held for sale

     466,524       211,107  

Loans, net of unearned fees

     146,178,327       143,508,813  

Allowance for loan losses

     (1,278,352     (1,188,352
  

 

 

   

 

 

 

Net loans

     144,899,975       142,320,461  

Accrued interest receivable

     762,658       695,928  

Bank-owned life insurance

     4,627,873       4,609,357  

Premises and equipment, net

     1,888,862       1,924,518  

Foreclosed real estate

     865,000       865,000  

Deferred income taxes

     795,292       900,994  

Prepaid expenses and other assets

     461,174       402,344  
  

 

 

   

 

 

 

Total assets

   $ 217,192,642     $ 215,413,092  
  

 

 

   

 

 

 
Liabilities and Stockholders’ Equity     

Liabilities

    

Noninterest-bearing deposits

   $ 18,400,153     $ 18,111,318  

Interest-bearing deposits

     135,992,610       135,638,917  
  

 

 

   

 

 

 

Total deposits

     154,392,763       153,750,235  

Advances by borrowers for taxes and insurance

     847,209       477,781  

Accounts payable and other liabilities

     935,907       838,301  
  

 

 

   

 

 

 

Total liabilities

     156,175,879       155,066,317  
  

 

 

   

 

 

 

Commitments and contingencies

     —         —    
  

 

 

   

 

 

 

Stockholders’ Equity

    

Preferred stock, $.01 par value; authorized 1,000,000 shares; none issued

     —         —    

Common stock, $.01 par value; authorized 24,000,000 shares; issued and outstanding 4,232,000 shares at March 31, 2019 and December 31, 2018

     42,320       42,320  

Additional paid in capital

     41,011,268       40,987,146  

Retained earnings

     22,608,157       22,336,134  

Unearned ESOP shares

     (2,962,400     (3,047,040

Accumulated other comprehensive income

     317,418       28,215  
  

 

 

   

 

 

 

Total stockholders’ equity

     61,016,763       60,346,775  
  

 

 

   

 

 

 

Total liabilities and stockholders’ equity

   $ 217,192,642     $ 215,413,092  
  

 

 

   

 

 

 

The notes to consolidated financial statements are an integral part of these consolidated statements.

 

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CBM Bancorp, Inc.

Consolidated Statements of Operations (Unaudited)

Three Months Ended March 31, 2019 and 2018

 

     For the Three Months Ended
March 31,
 
     2019      2018  

Interest and dividend income

     

Interest and fees on loans

   $ 1,727,283      $ 1,645,619  

Interest and dividends on investments

     453,221        134,895  
  

 

 

    

 

 

 

Total interest income

     2,180,504        1,780,514  
  

 

 

    

 

 

 

Interest expense

     

Interest on deposits

     316,037        214,539  
  

 

 

    

 

 

 

Total interest expense

     316,037        214,539  
  

 

 

    

 

 

 

Net interest income

     1,864,467        1,565,975  

Provision for loan losses

     90,000        75,000  
  

 

 

    

 

 

 

Net interest income after provision for loan losses

     1,774,467        1,490,975  
  

 

 

    

 

 

 

Non-interest income

     

Service fees on deposit accounts

     28,392        34,060  

Income from bank-owned life insurance

     18,516        21,653  

Gain on sale of loans held for sale

     15,246        65,592  

Other non-interest income

     30,120        29,994  
  

 

 

    

 

 

 

Total non-interest income

     92,274        151,299  
  

 

 

    

 

 

 

Non-interest expense

     

Salaries, director fees and employee benefits

     885,844        780,880  

Premises and equipment

     119,053        105,163  

Data processing

     139,893        136,211  

Professional fees

     122,688        76,371  

FDIC premiums and regulatory assessments

     30,215        29,547  

Marketing

     23,184        36,384  

Other operating expenses

     178,405        141,551  
  

 

 

    

 

 

 

Total non-interest expense

     1,499,282        1,306,107  
  

 

 

    

 

 

 

Income before income taxes

     367,459        336,167  

Income tax expense

     95,436        80,162  
  

 

 

    

 

 

 

Net income

   $ 272,023      $ 256,005  
  

 

 

    

 

 

 

Earnings per common share

     

Basic

   $ 0.07        N/A  

Diluted

   $ 0.07        N/A  

The notes to consolidated financial statements are an integral part of these consolidated statements.

 

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Table of Contents

CBM Bancorp, Inc.

Consolidated Statements of Comprehensive Income (Unaudited)

Three Months Ended March 31, 2019 and 2018

 

     For the Three Months Ended
March 31,
 
     2019     2018  

Net income

   $ 272,023     $ 256,005  

Other comprehensive income (loss)

    

Unrealized gain (loss) on investment securities available for sale

     398,996       (64,722

Income tax (expense) benefit relating to investment securities available for sale

     (109,793     17,811  
  

 

 

   

 

 

 

Other comprehensive income (loss)

     289,203       (46,911
  

 

 

   

 

 

 

Total comprehensive income

   $ 561,226     $ 209,094  
  

 

 

   

 

 

 

The notes to consolidated financial statements are an integral part of these consolidated statements.

 

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CBM Bancorp, Inc.

Consolidated Statements of Changes in Stockholders’ Equity (Unaudited)

Three Months Ended March 31, 2019 and 2018

 

     Common
Stock
     Additional
Paid-In
Capital
     Retained
Earnings
     Unearned
ESOP
Shares
    Accumulated
Other
Comprehensive
Income (Loss)
    Total
Stockholders’
Equity
 

Balance, January 1, 2018

   $ —        $ —        $ 21,653,191      $ —       $ (49,861   $ 21,603,330  

Net income

     —          —          256,005        —         —         256,005  

Other comprehensive loss

     —          —          —          —         (46,911     (46,911

Reclassification of the Income Tax Effects of the Tax Cuts and Jobs Act from accumulated other comprehensive loss

     —          —          9,821        —         (9,821     —    
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, March 31, 2018

   $ —        $ —        $ 21,919,017      $ —       $ (106,593   $ 21,812,424  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, January 1, 2019

   $ 42,320      $ 40,987,146      $ 22,336,134      $ (3,047,040   $ 28,215     $ 60,346,775  

Net income

     —          —          272,023        —         —         272,023  

Other comprehensive income

     —          —          —          —         289,203       289,203  

ESOP shares committed to be released

     —          24,122        —          84,640       —         108,762  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Balance, March 31, 2019

   $ 42,320      $ 41,011,268      $ 22,608,157      $ (2,962,400   $ 317,418     $ 61,016,763  
  

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

The notes to consolidated financial statements are an integral part of these consolidated statements.

 

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CBM Bancorp, Inc.

Consolidated Statements of Cash Flows (Unaudited)

Three Months Ended March 31, 2019 and 2018

 

     For the Three Months
Ended March 31,
 
     2019     2018  

Cash flows from operating activities:

    

Net income

   $ 272,023     $ 256,005  

Adjustments to reconcile net income to net cash provided by operating activities:

    

Amortization and accretion of securities

     6,770       (1,329

Gain on sale of loans held for sale

     (15,246     (65,592

Originations of loans held for sale

     (1,237,156     (2,431,564

Proceeds from sales of loans held for sale

     996,985       3,055,280  

Amortization of deferred loan origination costs, net of fees

     (23,122     (17,331

Provision for loan losses

     90,000       75,000  

(Increase) decrease in accrued interest receivable

     (66,730     47,093  

Increase in cash surrender value of life insurance

     (18,516     (18,158

Depreciation and amortization

     42,211       39,405  

ESOP compensation expense

     108,762       —    

Deferred income tax (benefit)

     (4,091     80,162  

Increase in prepaid expenses and other assets

     (58,830     (82,300

Increase (decrease) in accounts payable and other liabilities

     97,606       (57,824
  

 

 

   

 

 

 

Net cash provided by operating activities

     190,666       878,847  
  

 

 

   

 

 

 

Cash flows from investing activities:

    

Net (purchases) maturities of time deposits in other banks

     (497,752     1,240,000  

Purchases of available for sale securities

     (8,037,204     —    

Proceeds from maturities, payments and calls of available for sale securities

     2,787,427       —    

Proceeds from maturities, payments and calls of held to maturity securities

     —         137,879  

Purchases of Federal Home Loan Bank stock

     (33,900     (3,100

Net increase in loans

     (2,646,392     (987,929

Proceeds from redemption of bank owned life insurance

     —         882,278  

Purchases of premises and equipment

     (6,555     (11,814
  

 

 

   

 

 

 

Net cash (used in) provided by investing activities

     (8,434,376     1,257,314  
  

 

 

   

 

 

 

Cash flows from financing activities:

    

Net increase in deposits

     642,528       1,583,229  

Net increase in advances by borrowers

     369,428       401,081  
  

 

 

   

 

 

 

Net cash provided by financing activities

     1,011,956       1,984,310  
  

 

 

   

 

 

 

Net (decrease) increase in cash and cash equivalents

     (7,231,754     4,120,471  

Cash and cash equivalents, beginning balance

     18,846,760       12,030,272  
  

 

 

   

 

 

 

Cash and cash equivalents, ending balance

   $ 11,615,006     $ 16,150,743  
  

 

 

   

 

 

 

Supplemental disclosure of cash flows information:

    

Cash paid for interest

   $ 315,927     $ 214,440  

Cash paid for income taxes

     —         —    

The notes to consolidated financial statements are an integral part of these consolidated statements.

 

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Table of Contents

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies

Basis of Presentation

Pursuant to the terms and conditions of a plan of conversion and reorganization, adopted by its Board of Directors and approved by its members, Banks of the Chesapeake, M.H.C. converted from the mutual holding company corporate structure to the public stock holding company structure as follows: CBM Bancorp, Inc. (“CBM Bancorp” or “Company”) was incorporated on May 22, 2018 to serve as the successor holding company for Chesapeake Bank of Maryland (“Bank”),which was at that time the wholly owned subsidiary of Banks of the Chesapeake, M.H.C. On September 27, 2018, in accordance with the plan of conversion and reorganization, CBM Bancorp became the parent holding company for the Bank and Banks of the Chesapeake, M.H.C. merged with and into CBM Bancorp, with the Company as the surviving corporation. Upon consummation of the merger, Banks of the Chesapeake, M.H.C. ceased to exist.

The conversion and reorganization was accomplished through the sale and issuance of 4,232,000 shares of common stock at a price of $10.00 per share, through which the Company received proceeds of approximately $40.9 million, net of offering expenses of approximately $1.4 million. Approximately 50% of the net proceeds of the offering, or $20.5 million was contributed by the Company to the Bank in return for 100% of the issued and outstanding shares of common stock of the Bank. In connection with the conversion and reorganization, the Bank’s Board of Directors adopted an employee stock ownership plan (the “ESOP”) which subscribed for 8% of the sum of the number of shares, or 338,560 shares of common stock sold in the offering.

The plan of conversion and reorganization provided for the establishment of a liquidation account by CBM Bancorp for the benefit of eligible account holders in an amount equal to the value of the net assets of Banks of the Chesapeake, M.H.C. as of the date of the latest statement of financial condition of Banks of the Chesapeake, M.H.C. prior to the consummation of the conversion and reorganization. The plan of conversion and reorganization also provided for the establishment of a parallel liquidation account in the Bank to support the CBM Bancorp liquidation account in the event CBM Bancorp does not have sufficient assets to fund its obligations under the CBM Bancorp liquidation account.

In the unlikely event that the Bank were to liquidate after the conversion and reorganization, all claims of creditors, including those of depositors, would be paid first. However, except with respect to the liquidation account to be established in CBM Bancorp, depositors’ claims would be solely for the principal amount of their deposit accounts plus accrued interest. Depositors generally would not have an interest in the value of the assets of the Bank or CBM Bancorp above that amount.

Pursuant to the plan of conversion and reorganization, after two years from the date of conversion and reorganization, and upon the written request of the Federal Reserve Board, CBM Bancorp will transfer, or upon the prior written approval of the Federal Reserve Board, CBM Bancorp may transfer, the liquidation account and the depositors’ interests in such account to the Bank, and the liquidation account shall thereupon be subsumed into the liquidation account of the Bank.

The Company may not pay a dividend on, or repurchase any of, it capital stock, if the effect thereof would cause retained earnings to be reduced below the liquidation account amount or regulatory capital requirements. In addition, the Company is subject to certain other regulations restricting the payment of dividends on, and the repurchase of, its capital stock.

The accompanying unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States (“GAAP”) for interim financial information and in accordance with the instructions to Form 10-Q and Article 8 of Regulation S-X as promulgated by the Securities and Exchange Commission (“SEC”). Accordingly, they do not include all the information and footnotes required by accounting principles generally accepted in the United States for complete financial statements. In the opinion of management, all adjustments (consisting of normal recurring accruals) considered necessary for a fair presentation of the financial position and results of operations for the periods presented have been included. Operating results for the three months ended March 31, 2019, are not necessarily indicative of the results that may be expected for the year ending December 31, 2019, or any other period. For further information, refer to the Bank’s annual audited consolidated financial statements and related notes for the year ended December 31, 2018 included in the Company’s Annual Report on Form 10-K dated March 27, 2019.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies (Continued)

 

Nature of Operations

CBM Bancorp, Inc.’s primary business is the ownership and operation of the Bank, a community-oriented federal stock savings bank regulated by the Office of the Comptroller of the Currency. The Bank’s primary business activity is the acceptance of deposits from the general public and using the proceeds for loan originations and investments. The Bank is subject to competition from other financial institutions. The Bank is subject to the regulations of certain federal agencies and undergoes periodic examinations by the regulatory authorities.

The accounting and reporting policies of CBM Bancorp, Inc. and Chesapeake Bank of Maryland conform to accounting principles generally accepted in the United States of America (“U.S. GAAP”) and to general practices in the banking industry. The more significant policies follow:

Principles of Consolidation

The consolidated financial statements include the accounts of CBM Bancorp, Inc. and the Bank, its wholly owned subsidiary. Material intercompany accounts and transactions have been eliminated in consolidation.

Use of Estimates

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America 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 revenues 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 losses on loans, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans and the valuation of deferred tax assets. In connection with the determination of the allowances for loan losses and foreclosed real estate, management obtains independent appraisals for significant properties.

Cash and Cash Equivalents

For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks, interest-bearing deposits in other banks and federal funds sold. Generally federal funds are sold as overnight investments.

Time Deposits in Other Banks

The Bank uses financial instruments to supplement the investment securities portfolio. Interest income is recognized as earned. Purchase premiums and discounts are recognized as part of interest income using the interest method over the terms of the investments. Realized gains and losses on the sale of time deposits in other banks are included in earnings based on the trade date and are determined using the specific identification method. Time deposits in other banks are not marked to market.

Investment Securities

Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates such designation as of each balance sheet date. Securities that the Bank has the positive intent and ability to hold to maturity are classified as held to maturity and are reported at amortized cost (including amortization of premium or accretion of discount).

Securities classified as available for sale are carried at fair value and are those securities that the Bank intends to hold for an indefinite period of time but not necessarily to maturity. Unrealized gains and losses are reported as increases or decreases in other comprehensive income. Realized gains and losses, determined on the basis of the cost of the specific securities sold, are included in earnings on a trade date basis. Premiums and discounts are recognized in interest income using a method which approximates the interest method over the terms of the securities. Declines in the fair value of available for sale securities below their cost that are deemed to be other than

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies (Continued)

 

temporary, if any, are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Bank to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value

Federal Home Loan Bank Stock

Federal Home Loan Bank of Atlanta (“FHLB”) stock is an equity interest in the FHLB, which does not have a readily determinable fair value for purposes of Generally Accepted Accounting Standards related to Accounting for Certain Investments in Debt and Equity Securities, because its ownership is restricted and it lacks a market. FHLB stock represents the required investment in the common stock of the Federal Home Loan Bank of Atlanta according to a predetermined formula. FHLB stock can be sold back only at par value of $100 per share and only to the FHLB or another member institution. As of March 31, 2019 and December 31, 2018, the Bank owned shares totaling $279,100 and $245,200, respectively.

Loans Held for Sale

Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value.    Fair value is derived from secondary market quotations for similar instruments. Gains and losses on loan sales are recorded in non-interest income, and loan origination fees, net of certain direct origination costs are deferred at origination of the loan and are recognized in non-interest income upon sale of the loan. The Bank’s current practice is to sell residential mortgage loans on a servicing released basis, and, therefore, it has no intangible asset recorded for the value of such servicing. Interest on loans held for sale is credited to income based on the principal amounts outstanding.

The Bank enters into commitments to originate residential mortgage loans whereby the interest rate on the loan is determined prior to funding (i.e., rate lock commitment). Such rate lock commitments on mortgage loans to be sold in the secondary market are considered to be derivatives. The period of time between the issuance of a loan commitment and closing and sale of the loan generally ranges from 30 to 90 days. The Bank protects itself from changes in interest rates through the use of best efforts forward delivery commitments, whereby the investor commits to purchase a loan at a price representing a premium on the day the borrower commits to an interest rate with the intent that they buyer/investor has assumed the interest rate risk on the loan. As a result, the Bank is not generally exposed to losses on loans sold utilizing best efforts, nor will it realize gains related to rate lock commitments due to changes in interest rates.

Loans held for sale that are not ultimately sold, but instead are placed into the Bank’s portfolio, are reclassified as loans held for investment and recorded at fair value.

Loans

Loans are generally carried at the amount of unpaid principal, less the allowance for loan losses and adjusted for deferred loan origination fees and costs, which are recognized over the term of the loan as an adjustment to yield using a method that approximates the interest method. Interest on loans is accrued based on the principal amounts outstanding. It is the Bank’s policy to discontinue the accrual of interest when the principal or interest is delinquent for 90 days or more, or if collection of principal and interest in full is in doubt.

A loan is considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Impairment is measured on a loan by loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. The carrying value of impaired loans is based on the present value of the loan’s expected future cash flows or, alternatively, the observable market price of the loan or the fair value of the collateral.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies (Continued)

 

Impaired loans also include certain loans that have been modified in a troubled debt restructuring (“TDR”) to make concessions to help a borrower remain current on the loan and/or to avoid foreclosure. These concessions typically result from the Bank’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Generally nonaccrual loans that are modified and are considered TDRs are classified as nonperforming at the time of the restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months.

Allowance for Loan Losses

The allowance for loan losses is established through a provision for loan losses charged to earnings. Loans are charged against the allowance for loan losses when management believes that the collectability of the principal is unlikely. The Bank maintains the allowance at a level believed, to the best of management’s knowledge, to cover all known and inherent losses in the portfolio that are both probable and reasonable to estimate at each reporting date. The evaluation process by portfolio segment includes, among other things, an analysis of delinquency trends, non-performing loan trends, the level of charge-offs and recoveries, prior loss experience, total loans outstanding, the volume of loan originations, the type, size and geographic concentration of the loans, the value of collateral securing the loan, the borrower’s ability to repay and repayment performance, the number of loans requiring heightened management oversight, local economic conditions and industry experience.

The establishment of the allowance for loan losses is significantly affected by management’s judgment and uncertainties, and there is likelihood that different amounts would be reported under different conditions or assumptions. The Office of the Comptroller of the Currency as an integral part of its examination process periodically reviews the allowance for loan losses and may require the Bank to make additional provisions for estimated loan losses based upon judgments different from those of management.

The Bank’s policies, consistent with regulatory guidelines, provide for the classification of loans and other assets that are considered to be of lesser quality as substandard, doubtful, or loss assets. An asset is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard assets include those assets characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. Assets classified as doubtful have all of the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses present make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. Assets (or portions of assets) classified as loss, are those considered uncollectible and of such little value that their recognition as assets is not justified. Assets that do not expose us to risk sufficient to warrant classification in one of the aforementioned categories, but which possess potential weaknesses that deserve close attention, are required to be designated as special mention.

While the Bank utilizes available information to recognize losses on loans, future additions to the allowances for loan losses may be necessary based on changes in economic conditions, particularly in its’ market area primarily in the state of Maryland. In addition, regulatory agencies, as an integral part of their examination process, periodically review the Bank’s allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance for loan losses based on their judgments about information available to them at the time of their examination. Actual loan losses may be significantly more than the allowance for loan and lease losses the Bank has established, which could have a material negative effect on our consolidated financial statements.

Bank-Owned Life Insurance (“BOLI”)

The Bank maintains life insurance policies on certain present and former directors. These policies are split-dollar or director insurance policies. Under the split-dollar insurance policies, the Bank pays the premiums and upon the death of the insured, the Bank will receive an amount equal to the premiums paid on the policy from the policy date to the date of death. Any remaining proceeds will be paid to the beneficiary. If the policy is surrendered before the date of death, the Bank will receive the lesser of the cash surrender value or the sum of the premiums paid on the policy from the policy date to the date of surrender. Under the director insurance policies, the Bank receives the cash surrender value if the policy is surrendered, or receives all benefits payable upon the death of the insured. As of March 31, 2019, and December 31, 2018, $126,201 and $129,775, respectively, was included in other liabilities related to the split-dollar insurance policies.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies (Continued)

 

Premises and Equipment

Land is carried at cost. Property and equipment is carried at cost less accumulated depreciation. Depreciation is computed on the straight-line method over estimated useful lives of assets. Amortization of leasehold improvements is recognized on a straight-line basis over the term of the lease or the life of the improvement, whichever is shorter. The cost of maintenance and repairs is charged to expense as incurred whereas improvements are capitalized. The range of estimated useful lives for premises and equipment are as follows:

 

Buildings and land improvements

     5 - 50 years

Leasehold improvements

     10 - 15 years  

Furniture, fixtures and equipment

     3 - 10 years  

Automobile

     5 years  

Foreclosed Real Estate

Real estate acquired through foreclosure or other means is recorded at the fair value of the related real estate collateral at the transfer date less estimated selling costs. Losses incurred at the time of the acquisition of the property are charged to the allowance for loan losses. Subsequent reductions in the estimated fair value of the property are included in noninterest expense. Costs to maintain foreclosed real estate are expensed as incurred.

Employee Stock Ownership Plan (“ESOP”)

Compensation expense is recognized based on the current market price of shares committed to be released to employees. All shares released and committed to be released are deemed outstanding for purposes of earnings per share calculations. Dividends declared and paid on allocated shares held by the ESOP are charged to retained earnings. The value of unearned shares to be allocated to ESOP participants for future services not yet performed is reflected as a reduction of stockholders’ equity. Dividends declared on unallocated shares held by the ESOP are recorded as a reduction of the ESOP’s loan payment to the Company.

Income Taxes

The provision for income taxes includes taxes payable for the current year and deferred income taxes. Deferred income taxes are provided for the temporary differences between financial and taxable income. Deferred income taxes and liabilities are determined based on the difference between the financial statement and tax bases of assets and liabilities, using enacted tax rates in effect for the year in which the differences are expected to reverse. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management it is more likely than not that some portion of the deferred tax asset will not be realized. Deferred tax assets and liabilities are adjusted through earnings for the effects of changes in tax laws and rates on the date of enactment.

Earnings per Common Share

Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Weighted average shares include allocated ESOP shares but exclude unallocated ESOP shares. Diluted earnings per share includes additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustment to income that would result from the assumed issuance.

Off-Balance Sheet Financial Instruments

In the ordinary course of business, the Bank has entered into off-balance sheet financial instruments consisting of commitments to extend credit. These commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amounts recognized on the balance sheet. Such financial instruments are recorded when they are funded.

The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments is represented by the contractual amount of these instruments. The Bank uses the same credit policies for these instruments as it does for the on-balance sheet instruments.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 1. Significant Accounting Policies (Continued)

 

Concentrations of Credit Risk

The Bank had approximately $1,288,000 and approximately $128,000 in deposits in other financial institutions in excess of amounts insured by the FDIC, as of March 31, 2019 and December 31, 2018, respectively. The Bank’s management considers this a normal business risk. The Bank also maintains accounts with brokerage firms containing securities. These balances are insured up to $500,000 by the Securities Investor Protection Corporation.

Recent Accounting Pronouncements

ASU 2016-02, Leases (Topic 842). This ASU provides certain targeted improvements to align lessor accounting with the lessee accounting model. This update will be effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018, including interim reporting periods within that reporting period, for public business entities. As the Company will take advantage of the extended transition period for complying with new or revised accounting standards assuming we remain an emerging growth company (“EGC”), we will adopt the amendments in this update beginning after December 15, 2019, and interim periods with fiscal years beginning after December 15, 2019. A modified retrospective approach must be applied for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. The adoption of this ASU is not expected to have a material effect on the Company’s consolidated financial position, results of operations or cash flows.

ASU 2016-13, Financial Instruments – Credit Losses. The ASU sets forth a “current expected credit loss” (CECL) model which requires the Bank to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU is effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years, for public business entities. As the Company will take advantage of the extended transition period for complying with new or revised accounting standards assuming we remain an EGC, we will adopt the amendments in this update beginning after December 15, 2020, including interim periods within those fiscal years. Entities will apply the standard’s provisions as a cumulative-effect (i.e., modified retrospective approach). The Company has begun to gather loan information and consider acceptable methodologies to comply with this ASU. The Company’s initial evaluation indicates that the provisions of this ASU are expected to impact its consolidated financial statements, in particular the level of reserve for loan losses. The Company is continuing to evaluate and assess the impact of the adoption of this ASU on its consolidated financial statements.

ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs (Subtopic 310-20)—Premium Amortization on Purchased Callable Debt Securities. The ASU shortens the amortization period for certain callable debt securities held at a premium to require such premiums to be amortized to the earliest call date unless applicable guidance related to certain pools of securities is applied to consider estimated prepayments. Under prior guidance, entities were generally required to amortize premiums on individual, non-pooled callable debt securities as a yield adjustment over the contractual life of the security. ASU 2017-08 does not change the accounting for callable debt securities held at a discount. ASU 2017-08 was effective for the Company on January 1, 2019, with early adoption permitted. The Company amortizes to the call date and therefore the adoption did not have any impact on the Company’s consolidated financial condition or results of operations.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

 

Note 2. Securities

The amortized cost and estimated fair value of securities classified as available for sale at March 31, 2019 and December 31, 2018, are as follows:

 

     March 31, 2019  
     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Fair Value  

Securities Available for Sale

           

U.S. Government and Federal Agency obligations

   $ 21,252,762      $ 107,809      $ 47,966      $ 21,312,605  

Residential mortgage-backed securities

     19,893,086        372,446        201        20,265,331  

Municipal securities

     1,505,655        6,419        584        1,511,490  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 42,651,503      $ 486,674      $ 48,751      $ 43,089,426  
  

 

 

    

 

 

    

 

 

    

 

 

 
     December 31, 2018  
     Amortized
Cost
     Gross
Unrealized
Gains
     Gross
Unrealized
Losses
     Fair
Value
 

Securities Available for Sale

           

U.S. Government and Federal Agency obligations

   $ 18,264,805      $ 45,850      $ 90,583      $ 18,220,072  

Residential mortgage-backed securities

     17,637,729        111,837        4,580        17,744,986  

Municipal securities

     1,505,962        —          23,597        1,482,365  
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 37,408,496      $ 157,687      $ 118,760      $ 37,447,423  
  

 

 

    

 

 

    

 

 

    

 

 

 

The amortized cost and estimated fair value of securities as of March 31, 2019 and December 31, 2018, 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.

 

     March 31, 2019  
     Securities Available for Sale  
     Amortized
Cost
     Fair Value  

Due in one year or less

   $ 3,815,589      $ 3,819,158  

Due after one year through five years

     17,457,680        17,500,241  

Due five years to ten years

     1,485,148        1,504,696  

Due after ten years

     —          —    

Mortgage-backed, in monthly installments

     19,893,086        20,265,331  
  

 

 

    

 

 

 
   $  42,651,503      $  43,089,426  
  

 

 

    

 

 

 

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 2. Securities (Continued)

 

     December 31, 2018  
     Securities Available for Sale  
     Amortized
Cost
     Fair Value  

Due in one year or less

   $ 1,000,000      $ 989,119  

Due after one year through five years

     14,453,375        14,391,553  

Due five years to ten years

     4,317,392        4,321,765  

Due after ten years

     —          —    

Mortgage-backed, in monthly installments

     17,637,729        17,744,986  
  

 

 

    

 

 

 
   $  37,408,496      $  37,447,423  
  

 

 

    

 

 

 

Securities with gross unrealized losses at March 31, 2019 and December 31, 2018 aggregated by investment category and length of time that individual securities have been in a continuous loss position are as follows:

 

     March 31, 2019  
     Less than 12 Months      12 Months or Greater      Total  
     Fair
Value
     Gross
Unrealized
Losses
     Fair
Value
     Gross
Unrealized
Losses
     Fair
Value
     Gross
Unrealized
Losses
 

Securities Available for Sale

                 

U.S. Government and Federal Agency obligations

   $ —        $ —        $ 4,451,167      $ 47,966      $ 4,451,167      $ 47,966  

Residential mortgage-backed securities

     215,394        201        —          —          215,394        201  

Municipal obligations

     —          —          1,002,160        584        1,002,160        584  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $ 215,394      $ 201      $ 5,453,327      $ 48,550      $ 5,668,721      $ 48,751  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     December 31, 2018  
     Less than 12 Months      12 Months or Greater      Total  
     Fair
Value
     Gross
Unrealized
Losses
     Fair
Value
     Gross
Unrealized
Losses
     Fair
Value
     Gross
Unrealized
Losses
 

Securities Available for Sale

                 

U.S. Government and Federal Agency obligations

   $ 963,945      $ 63      $  4,408,553      $  90,520      $  5,372,498      $  90,583  

Residential mortgage-backed securities

     2,838,108        4,580        —          —          2,838,108        4,580  

Municipal obligations

     —          —          1,482,365        23,597        1,482,365        23,597  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
   $  3,802,053      $  4,643      $ 5,890,918      $  114,117      $ 9,692,971      $  118,760  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

The unrealized losses that existed were a result of market changes in interest rates since the original purchase. Management systematically evaluates investment securities for other-than-temporary declines in fair value on a quarterly basis. This analysis requires management to consider various factors, which include (1) duration and magnitude of the decline in value, (2) the financial condition of the issuer or issuers and (3) structure of the security.

The Bank transferred during 2018 its entire held to maturity portfolio of residential mortgage-backed securities to available for sale. The securities were transferred at a fair market value of $2,923,932 with a corresponding adjustment to accumulated other comprehensive income in the amount of $56,276 to account for the unrealized gain in the investment securities at the date of transfer. The Bank is prohibited from classifying any investments as held to maturity for the next two years.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 2. Securities (Continued)

 

At March 31, 2019, the Bank held eight investments with gross unrealized losses totaling $48,751. At December 31, 2018, the Bank held twelve investments with gross unrealized losses totaling $118,760.

An impairment loss is recognized in earnings if any of the following are true: (1) the Bank intends to sell the debt security; (2) it is more likely than not that the Bank will be required to sell the security before recovery of its amortized cost basis; or (3) the Bank does not expect to recover the entire amortized cost basis of the security. In situations where the Bank intends to sell or when it is more likely than not that the Bank will be required to sell the security, the entire impairment loss must be recognized in earnings. In all other situations, only the portion of the impairment loss representing the credit loss must be recognized in earnings, with the remaining portion being recognized in equity as a component of other comprehensive income, net of deferred tax.

There were no securities pledged as of March 31, 2019 and December 31, 2018.

Note 3. Loans

The Bank makes loans to customers primarily in the Baltimore Metropolitan Area and its surrounding counties. The principal loan portfolio segment balances at March 31, 2019 and December 31, 2018 were as follows:

 

     March 31,
2019
     December 31,
2018
 

Real estate loans

     

One-to four-family

   $ 70,401,955      $ 70,197,875  

Home equity loans and lines of credit

     7,291,555        7,547,195  

Construction and land development

     9,831,129        8,232,067  

Nonresidential

     52,909,540        51,904,782  
  

 

 

    

 

 

 

Total real estate loans

     140,434,179        137,881,919  
  

 

 

    

 

 

 

Other loans

     

Commercial

     5,390,814        5,250,815  

Consumer

     496,036        529,283  
  

 

 

    

 

 

 

Total other loans

     5,886,850        5,780,098  
  

 

 

    

 

 

 

Total loans

     146,321,029        143,662,017  
  

 

 

    

 

 

 

Net deferred loan origination fees and costs

     (142,702      (153,204

Allowance for loan losses

     (1,278,352      (1,188,352
  

 

 

    

 

 

 

Total loans, net

   $ 144,899,975      $ 142,320,461  
  

 

 

    

 

 

 

Overdraft deposits are reclassified as consumer loans and are included in the total loans on the balance sheet. Overdrafts were $4,644 and $7,824 at March 31, 2019 and December 31, 2018, respectively.

Portfolio segments

The Bank currently manages its credit products and respective exposure to credit losses by the following specific portfolio segments (classes) which are levels at which the Bank develops and documents its systematic methodology to determine the allowance for loan losses attributable to each respective portfolio segment. The segments are:

 

   

One-to four-family real estate loans – This residential real estate category contains permanent mortgage loans and construction permanent mortgage loans to consumers secured by residential real estate. Residential real estate loans are evaluated for the adequacy of repayment sources at the time of approval, based upon measures including credit scores, debt-to-income ratios, and collateral values. Loans may either be conforming or non-conforming.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 3. Loans (Continued)

 

   

Home equity loans and lines of credit – This residential real estate category includes mortgage loans and lines of credit secured by one-to four-family residential real estate. These loans are typically secured with second mortgages on the homes.

 

   

Construction and land development – Commercial acquisition, development and construction loans are intended to finance the construction of commercial and residential properties and include loans for the acquisition and development of land. Construction loans represent a higher degree of risk than permanent real estate loans and may be affected by a variety of factors such as the borrower’s ability to control costs and adhere to time schedules and the risk that constructed units may not be absorbed by the market within the anticipated time frame or at the anticipated price. The loan commitment on these loans often includes an interest reserve that allows the lender to periodically advance loan funds to pay interest charges on the outstanding balance of the loan.

 

   

Nonresidential real estate loans – Nonresidential real estate loans consist of commercial permanent mortgage loans and commercial construction permanent mortgage loans secured by owner occupied and non-owner occupied properties. Owner occupied commercial property loans involve a variety of property types to conduct the borrower’s operations. The primary source of repayment for this type of loan is the cash flow from the business and is based upon the borrower’s financial health and ability of the borrower and the business to repay. Non-owner occupied commercial property loans involve investment properties for warehouse, retail, and office space with a history of occupancy and cash flow. This real estate category contains commercial mortgage loans to the developers and owners of commercial real estate where the borrower intends to operate or sell the property at a profit and use the income stream or proceeds from the sale to repay the loan.

 

   

Commercial loans—Commercial loans are made to provide funds for equipment and general corporate needs. Repayment of the loan primarily uses the funds obtained from the operation of the borrower’s business. Commercial loans also include lines of credit that are utilized to finance a borrower’s short-term credit needs and/or finance a percentage of eligible receivables and inventory.

 

   

Consumer loans – This category of loans includes primarily installment loans, personal lines of credit. Consumer loans include installment loans used by customers to purchase automobiles, boats and recreational vehicles.

Note 4. Credit Quality of Loans and the Allowance for Loan Losses

The allowance for loan losses is maintained at a level to provide for losses that are probable and can be reasonably estimated. Management’s periodic evaluation of the adequacy of the allowance is based on the Bank’s past loan loss experience, known and inherent losses in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change, including the amounts and timing of future cash flows expected to be received on impaired loans.

The allowance consists of specific, general, and unallocated components. The specific component relates to loans that are classified as impaired. The general component covers non-impaired loans and is based on historical loss experience adjusted for qualitative factors. An unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. Determinations as to the classification of assets and the amount of loss allowances are subject to review by our principal federal regulator, the Office of the Comptroller of the Currency, which can require that we establish additional loss allowances. The Bank regularly reviews its asset portfolio to determine whether any assets require classification in accordance with applicable regulations.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4. Credit Quality of Loans and the Allowance for Loan Losses (Continued)

 

A loan is considered past due or delinquent when a contractual payment is not paid on the day it is due. A loan in considered impaired when, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for all loans secured by real estate by the fair value of the collateral if the loan is collateral dependent. If the loan repayment is not deemed collateral dependent, impairment is measured on the net present value of the expected discounted future cash flows.

Loans are automatically placed on non-accrual status when payment of principal or interest is more than 90 days delinquent. Loans are also placed on non-accrual status if collection of principal or interest in full is in doubt or if the loan has been restructured. When loans are placed on non-accrual status, unpaid accrued interest is fully reversed, and further income is recognized only to the extent received. The loan may be returned to accrual status if unpaid principal and interest are repaid so that the loan is less than 90 days delinquent. The Bank’s charge-off policy states after all collection efforts have been exhausted, the loan is deemed to be a loss and the amount has been determined, the loss amount will be charged to the allowance for loan losses.

The following tables summarize the activity in the allowance for losses for the three months ended March 31, 2019 2018 and for the year ended December 31, 2018 and the distribution of the allowance for loan losses and loans receivable by loan portfolio class and impairment method as of March 31, 2019, March 31, 2018 and December 31, 2018.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4. Credit Quality of Loans and the Allowance for Loan Losses (Continued)

 

     As of March 31, 2019  
     One –to
Four-Family
     Home Equity
Loans and Lines
of Credit
    Construction
and Land
Development
     Nonresidential      Commercial      Consumer     Unallocated     Total  

Allowance for loans losses:

                    

Beginning Balance – January 1, 2019

   $ 244,781      $ 68,837     $ 185,170      $ 626,031      $ 28,879      $ 6,669     $ 27,985     $ 1,188,352  

Charge-offs

     —          —         —          —          —          —         —         —    

Recoveries

     —          —         —          —          —          —         —         —    

Provision

     61,263        (7,115     33,825        5,068        770        (369     (3,442     90,000  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Ending Balance – March 31, 2019

   $ 306,044      $ 61,722     $ 218,995      $ 631,099      $ 29,649      $ 6,300     $ 24,543     $ 1,278,352  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

   $ 61,125      $ 1,541     $ 6,074      $ —        $ —        $ —       $ —       $ 68,740  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

   $ 244,919      $ 60,181     $ 212,921      $ 631,099      $ 29,649      $ 6,300     $ 24,543     $ 1,209,612  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

   

 

 

   

 

 

 

Loans:

                    

Ending balance

   $ 70,401,955      $ 7,291,555     $ 9,831,129      $ 52,909,540      $ 5,390,814      $ 496,036       $ 146,321,029  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

     

 

 

 

Ending balance: individually evaluated for impairment

   $ 661,784      $ 127,200     $ 86,728      $ 484,223      $ —        $ —         $ 1,359,935  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

     

 

 

 

Ending balance: collectively evaluated for impairment

   $ 69,740,171      $ 7,164,355     $ 9,744,401      $ 52,425,317      $ 5,390,814      $ 496,036       $ 144,961,094  
  

 

 

    

 

 

   

 

 

    

 

 

    

 

 

    

 

 

     

 

 

 

 

19


Table of Contents

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4. Credit Quality of Loans and the Allowance for Loan Losses (Continued)

 

     As of March 31, 2018  
     One –to
Four-Family
    Home Equity
Loans and Lines
of Credit
    Construction
and Land
Development
     Nonresidential      Commercial     Consumer      Unallocated      Total  

Allowance for loans losses:

                    

Beginning Balance – January 1, 2018

   $ 238,148     $ 83,129     $ 173,167      $ 446,576      $ 44,199     $ 15,933      $ 37,253      $ 1,038,405  

Charge-offs

     (30,000     —         —          —          —         —          —          (30,000

Recoveries

     —         —         8,299        —          —         —          —          8,299  

Provision

     51,071       (8,518     4,940        34,805        (17,675     250        10,127        75,000  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Ending Balance – March 31, 2018

   $ 259,219     $ 74,611     $ 186,406      $ 481,381      $ 26,524     $ 16,183      $ 47,380      $ 1,091,704  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Ending balance: individually evaluated for impairment

   $ 59,152     $ 20,124     $ —        $ —        $ —       $ 6,052      $ —        $ 85,328  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Ending balance: collectively evaluated for impairment

   $ 200,067     $ 54,487     $ 186,406      $ 481,381      $ 26,524     $ 10,131      $ 47,380      $ 1,006,376  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

    

 

 

    

 

 

 

Loans:

                    

Ending balance

   $ 69,628,606     $ 9,181,975     $ 9,477,151      $ 47,545,898      $ 4,822,632     $ 536,178         $ 141,192,440  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

       

 

 

 

Ending balance: individually evaluated for impairment

   $ 670,266     $ 66,662     $ 123,338      $ —        $ —       $ 6,052         $ 866,318  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

       

 

 

 

Ending balance: collectively evaluated for impairment

   $ 68,958,340     $ 9,115,313     $ 9,353,813      $ 47,545,898      $ 4,822,632     $ 530,126         $ 140,326,122  
  

 

 

   

 

 

   

 

 

    

 

 

    

 

 

   

 

 

       

 

 

 

 

20


Table of Contents

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4. Credit Quality of Loans and the Allowance for Loan Losses (Continued)

 

     As of December 31, 2018  
     One –to
Four-Family
    Home Equity
Loans and Lines
of Credit
    Construction
and Land
Development
     Nonresidential     Commercial     Consumer     Unallocated     Total  

Beginning Balance

   $ 238,148     $ 83,129     $ 173,167      $ 446,576     $ 44,199     $ 15,933     $  37,253     $ 1,038,405  

Charge-offs

     (88,000     (12,013     —          (335,000     —         (5,901     —         (440,914

Recoveries

     7,562       —         8,299        —         —         —         —         15,861  

Provision

     87,071       (2,279     3,704        514,455       (15,320     (3,363     (9,268     575,000  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending Balance

   $ 244,781     $ 68,837     $ 185,170      $ 626,031     $ 28,879     $ 6,669     $ 27,985     $ 1,188,352  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: individually evaluated for impairment

   $ —       $ 2,089     $ 6,074      $ —       $ —       $ —       $ —       $ 8,163  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Ending balance: collectively evaluated for impairment

   $ 244,781     $ 66,748     $ 179,096      $ 626,031     $ 28,879     $ 6,669     $ 27,985     $ 1,180,189  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

   

 

 

   

 

 

 

Loans:

                 

Ending balance

   $  70,197,875     $  7,547,195     $  8,232,067      $ 51,904,782     $ 5,250,815     $  529,283       $ 143,662,017  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

     

 

 

 

Ending balance: individually evaluated for impairment

   $ 585,047     $ 130,795     $ 86,728      $ 484,223     $ —       $ —         $ 1,286,793  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

     

 

 

 

Ending balance: collectively evaluated for impairment

   $ 69,612,828     $ 7,416,400     $ 8,145,339      $  51,420,559     $ 5,250,815     $ 529,283       $ 142,375,224  
  

 

 

   

 

 

   

 

 

    

 

 

   

 

 

   

 

 

     

 

 

 

 

21


Table of Contents

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4. Credit Quality of Loans and the Allowance for Loan Losses (Continued)

 

As part of the ongoing monitoring of the credit quality of the Bank’s loan portfolio, management tracks certain credit quality indicators including trends related to the risk grade of classified loans, net chargeoffs, nonperforming loans, credit scores, and the general economic conditions in the Bank’s market area.

The Bank utilizes an internal rating system to monitor the credit quality of the overall loan portfolio. A description of the general characteristics is as follows:

 

   

Pass – A pass loan is considered of sufficient quality to preclude a special mention or an adverse rating. Pass assets are generally well protected by the current net worth and paying capacity of the obligor or by the value of the asset or underlying collateral. The pass classification also includes watch credits which have all of the characteristics of a pass loan, but warrant more than the normal level of supervision.

 

   

Special mention – A special mention loan has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or in the Bank’s credit position at some future date. Special mention loans are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification.

 

   

Substandard – A substandard loan is inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any. Substandard loans have a well defined weakness, or weaknesses, that jeopardize the collection or liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. This will be the measurement for determining if a loan is impaired.

 

   

Doubtful – A doubtful loan has all of the weaknesses inherent in a substandard credit with the added factor that the weaknesses make the collection or liquidation in full, on the basis of current information, conditions and values, highly questionable and improbable. Loans in this category must be placed on non-accrual status and all payments applied to principal recapture. Doubtful classification should be used only when a distinct possibility of loss exists. When identified, adequate loss should be recorded for the specific assets. It is not necessary to classify an entire credit doubtful when collection of a specific portion appears highly probable.

 

   

Loss – A loan classified as loss is considered uncollectable and of such little value that continuance as a loan in unjustified. A loss classification does not mean that the credit has absolutely no value; partial recoveries may be received in the future. Amounts classified as loss must be charged-off in the period in which they are deemed uncollectible.

When assets are classified as impaired, the Bank allocates a portion of the related general loss allowances to such assets as the Bank deems prudent. Determinations as to the classification of assets and the amount of loss allowances are subject to review by our principal federal regulator, the Office of the Comptroller of the Currency, which can require that we establish additional loss allowances. The Bank regularly reviews its asset portfolio to determine whether any assets require classification in accordance with applicable regulations.

 

22


Table of Contents

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4. Credit Quality of Loans and the Allowance for Loan Losses (Continued)

 

The following table is a summary of the loan portfolio quality indicators by loan class recorded investment as of March 31, 2019 and December 31, 2018:

 

     March 31, 2019  
     One-to
Four-Family
     Home Equity
Loans and
Lines of Credit
     Construction
and Land
Development
     Nonresidential  

Grade:

           

Pass

   $ 69,740,171      $ 7,208,670      $ 8,953,892      $ 50,802,673  

Special Mention

     82,817        36,805        790,509        1,622,644  

Substandard

     578,967        46,080        86,728        484,223  

Doubtful

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 70,401,955      $ 7,291,555      $ 9,831,129      $ 52,909,540  
  

 

 

    

 

 

    

 

 

    

 

 

 
     Commercial      Consumer      Totals         

Grade:

           

Pass

   $ 5,390,814      $ 496,036      $ 142,592,256     

Special Mention

     —          —          2,532,775     

Substandard

     —          —          1,195,998     

Doubtful

     —          —          —       
  

 

 

    

 

 

    

 

 

    
   $ 5,390,814      $ 496,036      $ 146,321,029     
  

 

 

    

 

 

    

 

 

    
     December 31, 2018  
     One-to
Four-Family
     Home Equity
Loans and
Lines of Credit
     Construction
and Land
Development
     Nonresidential  

Grade:

           

Pass

   $ 69,499,216      $ 7,462,230      $ 7,351,165      $  49,781,890  

Special Mention

     113,612        —          794,174        1,638,669  

Substandard

     585,047        84,965        86,728        484,223  

Doubtful

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 
   $ 70,197,875      $ 7,547,195      $ 8,232,067      $ 51,904,782  
  

 

 

    

 

 

    

 

 

    

 

 

 
     Commercial      Consumer      Totals         

Grade:

           

Pass

   $ 5,250,815      $ 529,283      $ 139,874,599     

Special Mention

     —          —          2,546,455     

Substandard

     —          —          1,240,963     

Doubtful

     —                 —       
  

 

 

    

 

 

    

 

 

    
   $ 5,250,815      $ 529,283      $ 143,662,017     
  

 

 

    

 

 

    

 

 

    

 

23


Table of Contents

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4. Credit Quality of Loans and the Allowance for Loan Losses (Continued)

 

The following table sets forth certain information with respect to our loan portfolio delinquencies by loan class and amount as of March 31, 2019 and December 31, 2018:

 

     March 31, 2019  
     Loans
30-59 Days
Past Due
     Loans
60-89 Days
Past Due
     Loans
90 or More
Days
Past Due
     Total Past
Due Loans
     Current
Loans
     Total
Loans
     Recorded
Investment >
90 Days and
Accruing
     Nonaccrual
Loans
 

Real estate loans:

                       

One-to four-family

   $ 227,312      $  —        $ 340,652      $ 567,964      $ 69,833,991      $ 70,401,955      $  —        $ 579,810  

Home equity loans and lines of credit

     46,080        —          —          46,080        7,245,475        7,291,555        —          82,885  

Construction and land development

     790,509        —          86,728        877,237        8,953,892        9,831,129        —          86,728  

Nonresidential

     1,568,409        —          484,223        2,052,632        50,856,908        52,909,540        —          484,223  

Other loans:

                       

Commercial

     —          —          —          —          5,390,814        5,390,814        —          —    

Consumer

     137        —          —          137        495,899        496,036        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total loans

   $  2,632,447      $ —        $  911,603      $  3,544,050      $  142,776,979      $  146,321,029      $ —        $  1,233,646  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 
     December 31, 2018  
     Loans
30-59 Days
Past Due
     Loans
60-89 Days
Past Due
     Loans
90 or More
Days
Past Due
     Total Past
Due Loans
     Current
Loans
     Total
Loans
     Recorded
Investment >
90 Days and
Accruing
     Nonaccrual
Loans
 

Real estate loans:

                       

One-to four-family

   $ 101,183      $ 158,134      $ 343,651      $ 602,968      $ 69,594,907      $ 70,197,875      $ —        $ 585,047  

Home equity loans and lines of credit

     35,606        —          48,005        83,611        7,463,584        7,547,195        —          84,965  

Construction and land development

     86,728        —          —          86,728        8,145,339        8,232,067        —          86,728  

Nonresidential

     —          —          484,223        484,223        51,420,559        51,904,782        —          484,223  

Other loans:

                       

Commercial

     —          —          —          —          5,250,815        5,250,815        —          —    

Consumer

     233        —          —          233        529,050        529,283        —          —    
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

Total loans

   $  223,750      $  158,134      $  875,879      $  1,257,763      $  142,404,254      $  143,662,017      $  —        $  1,240,963  
  

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

    

 

 

 

At March 31, 2019 and December 31, 2018 there were no loans 90 days past due and still accruing interest. At March 31, 2019, the Bank had ten loans on non-accrual status with foregone interest in the amount of $45,952. At December 31, 2018, the Bank had ten loans on non-accrual status with foregone interest in the amount of $36,054.

The Bank accounts for impaired loans under generally accepted accounting principles. An impaired loan generally is one for which it is probable, based on current information, that the lender will not collect all the amounts due under the contractual terms of the loan. Loans are individually evaluated for impairment. When the Bank classifies a problem asset as impaired, it provides a specific reserve for that portion of the asset that is deemed uncollectible based on the present value of expected future cash flows discounted at the loan’s original effective interest rate, or based on the loan’s observable market price or fair value of the collateral if the loan is collateral dependent.

 

24


Table of Contents

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4. Credit Quality of Loans and the Allowance for Loan Losses (Continued)

 

The following table is a summary of impaired loans for the three months ended March 31, 2019 and 2018 and the year ended and December 31, 2018:

 

     Impaired Loans at March 31, 2019      Three Months Ended
March 31, 2019
 
     Recorded
Investment
     Unpaid
Principal
Balance
     Related
Allowance
     Average
Recorded
Investment
     Interest
Income
Recognized
 

With no related allowance recorded:

              

One-to four-family

   $  459,430      $  463,756      $ —        $  462,049      $  5,301  

Home equity loans and lines of credit

     82,885        82,885        —          83,925        1,934  

Nonresidential

     484,223        871,107        —          484,223        —    

With an allowance recorded:

              

One-to four-family

   $ 202,354      $ 263,605      $ 61,125      $ 202,601      $ 1,337  

Home equity loans and lines of credit

     44,315        44,315        1,541        45,073        875  

Construction and land development

     86,728        86,728        6,074        86,728        —    

Total

              

One-to four-family

   $ 661,784      $ 727,361      $  61,125      $ 664,650      $ 6,638  

Home equity loans and lines of credit

     127,200        127,200        1,541        128,998        2,809  

Construction and land development

     86,728        86,728        6,074        86,728        —    

Nonresidential

     484,223        871,107        —          484,223        —    
     Impaired Loans at March 31, 2018      Three Months Ended
March 31, 2018
 
     Recorded
Investment
     Unpaid
Principal
Balance
     Related
Allowance
     Average
Recorded
Investment
     Interest
Income
Recognized
 

With no related allowance recorded:

              

One-to four-family

   $  490,473      $  501,540      $ —        $  507,550      $  7,425  

Construction and land development

     123,338        128,832        —          123,338        —    

With an allowance recorded:

              

One-to four-family

   $ 179,793      $ 183,958      $ 59,152      $ 180,212      $ 1,916  

Home equity loans and lines of credit

     66,662        66,810        20,124        67,997        1,229  

Consumer

     6,052        6,093        6,052        6,165        158  

Total

              

One-to four-family

   $ 670,266      $ 685,498      $  59,152      $ 687,762      $ 9,341  

Home equity loans and lines of credit

     66,662        66,810        20,124        67,997        1,229  

Construction and land development

     123,338        128,832        —          123,338        —    

Consumer

     6,052        6,093        6,052        6,165        158  

 

25


Table of Contents

CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4. Credit Quality of Loans and the Allowance for Loan Losses (Continued)

 

     December 31, 2018  
            Unpaid             Average      Interest  
     Recorded      Principal      Related      Recorded      Income  
     Investment      Balance      Allowance      Investment      Recognized  

With no related allowance recorded:

              

One-to four-family

   $ 585,047      $ 650,982      $ —        $ 622,738      $ 22,214  

Home equity loans and lines of credit

     84,965        84,965        —          86,032        3,197  

Nonresidential

     484,223        872,655        —          847,383        26,452  

With an allowance recorded:

              

Home equity loans and lines of credit

   $ 45,830      $ 45,869      $ 2,089      $ 47,459      $ 2,743  

Construction and land development

     86,728        86,728        6,074        87,542        3,916  

Total

              

One-to four-family

   $ 585,047      $ 650,982      $ —        $ 622,738      $ 22,214  

Home equity loans and lines of credit

     130,795        130,834        2,089        133,491        5,940  

Construction and land development

     86,728        86,728        6,074        87,542        3,916  

Nonresidential

     484,223        872,655        —          847,383        26,452  

Impaired loans also include certain loans that have been modified in a troubled debt restructuring (a “TDR”) to make concessions to help a borrower remain current on the loan and/or to avoid foreclosure. These concessions typically result from the Bank’s loss mitigation activities and could include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. Generally nonaccrual loans that are modified and are considered TDRs are classified as nonperforming at the time of the restructure and may only be returned to performing status after considering the borrower’s sustained repayment performance for a reasonable period, generally six months. A summary of TDRs at March 31, 2019 and December 31, 2018 are as follows:

 

March 31, 2019

   Number of
Contracts
     Performing      Nonperforming      Total  

One-to four-family

     1      $ —        $ 120,380      $ 120,380  

Home equity loans and lines of credit

     1        44,315        —          44,315  

Construction and land development

     —          —          —          —    

Nonresidential

     —          —          —          —    

Commercial

     —          —          —          —    

Consumer

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 
     2      $ 44,315      $ 120,380      $ 164,695  
  

 

 

    

 

 

    

 

 

    

 

 

 

December 31, 2018

   Number of
Contracts
     Performing      Nonperforming      Total  

One-to four-family

     1      $ —        $ 120,380      $ 120,380  

Home equity loans and lines of credit

     1        45,830        —          45,830  

Construction and land development

     —          —          —          —    

Nonresidential

     —          —          —          —    

Commercial

     —          —          —          —    

Consumer

     —          —          —          —    
  

 

 

    

 

 

    

 

 

    

 

 

 
     2      $ 45,830      $ 120,380      $ 166,210  
  

 

 

    

 

 

    

 

 

    

 

 

 

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 4. Credit Quality of Loans and the Allowance for Loan Losses (Continued)

 

The Bank had two TDRs at March 31, 2019 totaling $164,695 and two TDRs at December 31, 2018 totaling $166,210. The Bank has no commitments to loan additional funds to borrowers whose loans have been modified. There were no nonperforming TDRs reclassified to nonperforming loans during the three months ended March 31, 2019 and 2018. A default is considered to have occurred once the TDR is past due 90 days or more, or it has been placed on nonaccrual. If loans modified in a TDR subsequently default, the Bank evaluates the loan for possible further impairment. The allowance may be increased, adjustments may be made in the allocation of the allowance, or partial charge-offs may be taken to further write-down the carrying value of the loan.

Note 5. Foreclosed Real Estate

At both March 31, 2019 and December 31, 2018, the Bank had $865,000 in foreclosed real estate. The Bank did not dispose of any foreclosed real estate during the three months ended March 31, 2019 and March 31, 2018 and the twelve months ended December 31, 2018.

The following table summarizes changes in foreclosed real estate for the three months ended March 31, 2019 and 2018 and for the year ended December 31, 2018, which are measured on a nonrecurring basis using significant unobservable, Level 3, inputs:

 

     March 31,      December 31,  
     2019      2018      2018  

Balance, beginning of period

   $ 865,000      $ 865,000      $ 865,000  

Transfer to foreclosed real estate

     —          —          —    

Proceeds from sale of foreclosed real estate

     —          —          —    

Gain (loss) on sale of foreclosed real estate

     —          —          —    

Write-down of foreclosed real estate

     —          —          —    
  

 

 

    

 

 

    

 

 

 

Balance, end of period

   $ 865,000      $ 865,000      $ 865,000  
  

 

 

    

 

 

    

 

 

 

At March 31, 2019 there were two residential real estate loans totaling $183,529 in the process of foreclosure. At December 31, 2018 there were two residential real estate loans totaling $184,228 and one nonresidential real estate loan totaling $484,223 in the process of foreclosure. At March 31, 2019 and December 31, 2018, there were no residential real estate properties included in foreclosed real estate.

Note 6. Deposits

Deposits are summarized as follows:

 

     March 31,      December 31,  
     2019      2018  

Noninterest-bearing demand

   $ 18,400,153      $ 18,111,318  

Interest-bearing demand

     23,830,180        23,354,687  

Money market

     11,186,824        11,775,372  

Savings

     25,471,758        24,881,515  

Certificates of deposit

     75,503,848        75,627,343  
  

 

 

    

 

 

 

Total deposits

   $ 154,392,763      $ 153,750,235  
  

 

 

    

 

 

 

Deposit accounts in the Bank are federally insured up to $250,000 per depositor. The aggregate amount of time deposits with balances of $250,000 or more totaled $11,645,957 and $11,415,706 at March 31, 2019 and December 31, 2018, respectively.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 6. Deposits (Continued)

 

At March 31, 2019 and December 31, 2018, certificates of deposit and their remaining maturities were as follows:

 

March 31,

      

2020

   $ 29,874,690  

2021

     17,448,908  

2022

     13,063,739  

2023

     7,235,027  

2024

     7,881,484  
  

 

 

 
   $ 75,503,848  
  

 

 

 

 

December 31,

      

2019

   $ 31,554,160  

2020

     16,108,384  

2021

     12,350,296  

2022

     7,659,227  

2023

     7,955,276  
  

 

 

 
   $ 75,627,343  
  

 

 

 

Deposit balances of officers and directors totaled $944,211 and $730,168 at March 31, 2019 and December 31, 2018, respectively.

Note 7. Borrowings

The Bank has an agreement with the Federal Home Loan Bank of Atlanta (“FHLB”) that allows it to obtain advances secured by assets owned by the Bank. Total advances are limited to 25% of the Bank’s total assets. As of March 31, 2019 and December 31, 2018, the Bank had availability of $53,900,000 and $54,400,000, respectively, with FHLB. As of March 31, 2019 and December 31, 2018, the Bank pledged a portion of its one-to four-family residential mortgages as collateral. The amount of loans that were deemed eligible to pledge as collateral totaled approximately $52,650,000 and $50,320,000 at March 31, 2019 and December 31, 2018, respectively. The Bank had no outstanding advances at March 31, 2019 and December 31, 2018.

The Bank also has a $2,000,000 secured federal funds line of credit available with another financial institution, for which no amounts were outstanding as of March 31, 2019 and December 31, 2018.

Note 8. Employee Stock Ownership Plan

In connection with the Bank’s mutual to stock conversion in September 2018, the Bank established the Chesapeake Bank of Maryland Employee Stock Ownership Plan (“ESOP”) for all eligible employees. The ESOP purchased 338,560 shares of Company common stock in the Company’s initial public offering at $10.00 per share with the proceeds of a ten (10) year loan from the Company. The Bank intends to make annual contributions to the ESOP that at a minimum will permit the ESOP to repay the principal and interest due on the ESOP debt. However, the Bank may prepay the principal of the note, partially or in full and without penalty or premium at any time and from time to time without prior notice to the holder. Any dividends declared on Company common stock held by the ESOP and not allocated to the account of a participant can be used to repay the loan. As the ESOP loan is repaid, shares of Company common stock pledged as collateral for the loan are released from the loan suspense account for allocation to Plan participants on the basis of each active participant’s proportional share of compensation. Participants vest 100% in their ESOP allocations after three years of service. In connection with the implementation of the ESOP, participants were given credit for past service with the Bank for vesting purposes. Participants will become fully vested upon age 65, death or disability, a change in control, or termination of the ESOP. Generally, participants will receive distributions from the ESOP upon separation from service. The plan reallocates any unvested shares of common stock forfeited upon termination of employment among the remaining participants in the plan.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 8. Employee Stock Ownership Plan (Continued)

 

The ESOP compensation expense for the three months ended March 31, 2019 and 2018 was $108,762 and $0, respectively. This amount represents the average fair market value of the shares of Company common stock allocated or committed to be released as of that date. The difference between the market price and the cost of shares committed to be released is recorded as an adjustment to additional paid-in capital. Dividends, if any, on allocated shares are recorded as a reduction of retained earnings and dividends, if any, on unallocated shares are recorded as a reduction of the debt service. At March 31, 2019, there were 304,704 shares not yet released having an aggregate market value of approximately $3,945,917.

Note 9. Earnings Per Common Share

Basic earnings per share is calculated by dividing net income available to common stockholders by the weighted average number of common shares outstanding during the period. Net income available to common stockholders is net income to the Company. Unallocated common shares held by the ESOP are not included in the weighted average number of common shares outstanding for purposes of calculating earnings per share until they are committed to be released. The Company has no dilutive potential common shares for the three months ended March 31, 2019. Because the mutual to stock conversion was not completed until September 2018, the earnings per share data are not presented for the three months ended March 31, 2018.

 

     Three Months Ended
March 31, 2019
 

Net income

   $ 272,023  
  

 

 

 

Weighted average common shares outstanding

     3,927,296  
  

 

 

 

Earnings per common share, basic and diluted

   $ 0.07  
  

 

 

 

Note 10. Regulatory Capital Requirements

The Bank is subject to various regulatory capital requirements administered by Federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s consolidated financial statements. These capital requirements were modified in 2013 with the Basel III capital rules, which establish a new comprehensive capital framework for U.S. banking organizations. The Bank became subject to the new rules on January 1, 2015, with a phase-in period for many of the new provisions which was fully phased in on January 1, 2019. As of March 31, 2019, the Company’s capital levels remained characterized as “well-capitalized” under the new rules. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital adequacy guidelines that involve 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 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 Common Equity Tier 1 Capital, Tier 1 Capital, and Total Capital to Risk Weighted Assets and of Tier 1 Capital to Average Assets. Management believes, as of March 31, 2019 and December 31, 2018, all applicable capital adequacy requirements have been met.

The most recent notification from the OCC categorized the Bank as “well capitalized” under the regulatory framework for prompt corrective action. To be categorized as well capitalized the Bank must maintain minimum total risk-based capital, Tier 1 capital to risk-weighted assets, and Tier 1 capital to adjusted total assets, ratios. There have been no conditions or events since that notification that management believes have changed the Bank’s category.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 10. Regulatory Capital Requirements (Continued)

 

The actual and required capital amounts and ratios of the Bank as of March 31, 2019 and December 31, 2018 were as follows (dollars in thousands):

 

     Actual     Minimum
Regulatory Capital
Ratios under Basel
III
    To Be Well
Capitalized under
Basel III
 
     Amount      Ratio     Amount      Ratio     Amount      Ratio  
                  (dollars in thousands)               

As of March 31, 2019:

               

Common equity tier 1 capital (to risk-weighted assets)

   $ 40,223        29.48   $ 8,870        >6.50   $ 8,870        >6.50

Total risk-based capital (to risk-weighted assets)

     41,536        30.44     13,647        >10.0     13,647        >10.0

Tier 1 capital (to risk-weighted assets)

     40,223        29.48     10,917        > 8.0     10,917        >8.0

Tier 1 capital (to average assets)

     40,223        18.62     8,640        >4.0     10,800        >5.0

As of December 31, 2018:

               

Common equity tier 1 capital (to risk-weighted assets)

   $ 39,871        29.67   $ 8,566        >6.375   $ 8,734        >6.50

Total risk-based capital (to risk-weighted assets)

     41,094        30.58     13,269        >9.875     13,437        >10.0

Tier 1 capital (to risk-weighted assets)

     39,871        29.67     10,581        >7.875     10,749        >8.0

Tier 1 capital (to average assets)

     39,871        18.45     8,643        >4.000     10,804        >5.0

Note 11. Fair Value Measurements

ASC Topic 820 provides a framework for measuring and disclosing fair value under GAAP. ASC Topic 820 requires disclosures about the fair value of assets and liabilities recognized in the balance sheet in periods subsequent to initial recognition, whether the measurements are made on a recurring basis (for example, available-for-sale investment securities) or a nonrecurring basis (for example, impaired loans).

ASC Topic 820 defines fair value as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. ASC Topic 820 also establishes a fair value hierarchy, which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

The Bank utilizes fair value measurements to record fair value adjustments to certain assets and to determine fair value disclosures. Securities available-for-sale is recorded at fair value on a recurring basis. Additionally, from time to time, the Bank may be required to record at fair value all other assets on a nonrecurring basis, such as loans held for sale, loans held for investment and certain other assets. These nonrecurring fair value adjustments typically involve application of lower of cost or market accounting or write-downs of individual assets.

ASC Topic 820 establishes a fair value hierarchy that prioritizes the information used to develop those assumptions. The fair value hierarchy is as follows:

Level 1 – Inputs to the valuation methodology are quoted prices (unadjusted) for identical assets or liabilities in active markets.

Level 2 – Inputs to the valuation methodology include quoted prices for similar assets and liabilities in active markets, quoted prices for identical or similar instruments in markets that are not active or by model-based techniques in which all significant inputs are observable in the market for the asset or liability, for substantially the full term of the financial instrument.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 11. Fair Value Measurements (Continued)

 

Level 3 – Inputs to the valuation methodology are unobservable and significant to the fair value measurement and based on the Bank’s own assumptions about market participants’ assumptions.

The following is a description of the valuation methods used for instruments measured at fair value as the general classification of such instruments pursuant to the applicable valuation method.

Fair value measurements on a recurring basis

Securities available for sale – If quoted prices are available in an active market for identical assets, securities are classified within Level 1 of the hierarchy. If quoted market prices are not available, then fair values are estimated using pricing models, quoted prices of securities with similar characteristics or discounted cash flows and securities dare included within Level 2 of the hierarchy. As of March 31, 2019 and December 31, 2018 the Bank has categorized its investment securities available for sale as follows:

 

     Level 1      Level 2      Level 3      Total  

March 31, 2019

           

Securities available for sale:

           

U.S. Government Agency and Federal Obligations

   $ —        $ 21,312,605      $ —        $ 21,312,605  

Residential mortgage-backed securities

        20,265,331        —          20,265,331  

Municipal Securities

     —          1,511,490        —          1,511,490  

December 31, 2018

           

Securities available for sale:

           

U.S. Government Agency and Federal Obligations

   $ —        $ 18,220,072      $ —        $ 18,220,072  

Residential mortgage-backed securities

        17,744,986        —          17,744,986  

Municipal Securities

     —          1,482,365        —          1,482,365  

Fair value measurements on a nonrecurring basis

Loans held for sale – The Bank’s loans held for sale are carried at the lower of cost or market. Fair value of loans held for sale is based upon outstanding investor commitments or, in the absence of such commitments, based on current investor yield requirements or third party pricing models and are considered Level 2.

Impaired loans – The Bank measures impairment generally based on the fair value of the loan’s collateral. Fair value is generally determined based upon independent appraisals of the properties, or discounted cash flows based upon the expected proceeds. These assets are included as Level 3 fair values. As of March 31, 2019 and December 31, 2018 the fair values consisted of loan balances of $1,359,935 and $1,286,793 that have been written down by $68,740 and $8,163, respectively, as a result of specific loan loss allowances.

Foreclosed real estate – The Bank’s foreclosed real estate is measured at fair value less estimated cost to sell. As of March 31, 2019 and December 31, 2018, the fair value of foreclosed real estate was estimated to be $865,000. Fair value was determined based on offers and/or appraisals. Cost to sell the real estate was based on standard market factors. The Bank has categorized its foreclosed real estate as Level 3.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 11. Fair Value Measurements (Continued)

 

     Level 1      Level 2      Level 3      Total  

March 31, 2019

           

Loans held for sale

   $ —        $ 466,524      $ —        $ 466,524  

Impaired loans

     —          —          1,291,195        1,291,195  

Foreclosed real estate

     —          —          865,000        865,000  

December 31, 2018

           

Loans held for sale

   $ —        $ 211,107      $ —        $ 211,107  

Impaired loans

     —          —          1,278,630        1,278,630  

Foreclosed real estate

     —          —          865,000        865,000  

The following table presents quantitative information about Level 3 fair value measurements for selected financial instruments measured at fair value on a non-recurring basis at March 31, 2019 and December 31, 2018:

 

     Fair
Value
    

Value

Technique(s)

  

Unobservable Inputs

   Range or Rate
Used
 

March 31, 2019

           

Impaired loans

   $ 1,291,195      Appraised value    Discount to reflect current market conditions      0.00%-56.47%  
      Discounted cash flows    Discount rates      3.48%  

Foreclosed real estate

   $ 865,000      Appraised value    Discount to reflect current market conditions      27.92%  

December 31, 2018

           

Impaired loans

   $
 
 
1,278,630
 
 
   Appraised value    Discount to reflect current market conditions      0.00%-7.00%  
      Discounted cash flows    Discount rates      4.55%  

Foreclosed real estate

   $ 865,000      Appraised value    Discount to reflect current market conditions      27.92%  

The remaining financial assets and liabilities are not reported on the balance sheet at fair value on a recurring basis. The calculation of estimated fair values is based on market conditions at a specific point in time and may not reflect current or future fair values.

 

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CBM Bancorp, Inc.

Notes to Consolidated Financial Statements

Note 11. Fair Value Measurements (Continued)

 

The estimated fair values of the Bank’s financial instruments, whether carried at cost or fair value are as follows:

 

       Fair Value Measurements at March 31, 2019 Using  
     Carrying
Value
     Quoted
Prices in
Active
Market for
Identical
Assets

(Level 1)
     Significant
Other
Observable
Inputs

(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
     Fair
Value
 
     (dollars in thousands)  

Financial assets:

              

Cash and cash equivalents

   $ 11,615      $ 11,615      $ —        $ —        $ 11,615  

Time deposits in other banks

     7,442        —          7,474        —          7,474  

Securities available for sale

     43,089        —          43,089        —          43,089  

Federal Home Loan Bank stock

     279        —          279        —          279  

Loans held for sale

     467        —          467        —          467  

Loans, net (1)

     144,900        —          —          144,350        144,350  

Foreclosed real estate

     865        —          —          865        865  

Accrued interest receivable

     763        —          763        —          763  

Financial liabilities:

              

Deposits

     154,393        —          134,374        —          134,374  

 

(1)

Carrying amount is net of unearned income and the allowance for loan losses. In accordance with the prospective adoption of ASU No. 2016-01, the fair value of loans was measured using an exit price notion.

 

       Fair Value Measurements at December 31, 2018 Using  
     Carrying
Value
     Quoted
Prices in
Active
Market for
Identical
Assets

(Level 1)
     Significant
Other
Observable
Inputs

(Level 2)
     Significant
Unobservable
Inputs

(Level 3)
     Fair
Value
 
     (dollars in thousands)  

Financial assets:

              

Cash and cash equivalents

   $ 18,847      $ 18,847      $ —        $ —        $ 18,847  

Time deposits in other banks

     6,944        —          6,867        —          6,867  

Securities available for sale

     37,447        —          37,447        —          37,447  

Federal Home Loan Bank stock

     245        —          245        —          245  

Loans held for sale

     211        —          211        —          211  

Loans, net (1)

     142,320        —          —          141,563        141,563  

Foreclosed real estate

     865        —          —          865        865  

Accrued interest receivable

     696        —          696        —          696  

Financial liabilities:

              

Deposits

     153,750        —          136,090        —          136,090  

 

(2)

Carrying amount is net of unearned income and the allowance for loan losses. In accordance with the prospective adoption of ASU No. 2016-01, the fair value of loans was measured using an exit price notion.

 

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Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

Statement Regarding Forward-Looking Statements

Overview

Management’s discussion and analysis of financial condition at March 31, 2019 and December 31, 2018 and results of operations for the three months ended March 31, 2019 and 2018 is intended to assist in understanding the financial condition and results of operations of the Bank. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto appearing in Part I, Item1, of this quarterly report on Form 10-Q.

This report contains forward looking statements within the meaning of the Securities Exchange Act of 1934, as amended, including statements of goals, intentions, and expectations as to future trends, plans, events or results of Company operations and policies and regarding general economic conditions. In some cases, forward- looking statements can be identified by use of such words as “may,” “will,” “anticipate,” “believes,” “expects,” “plans,” “estimates,” “potential,” “continue,” “should,” and similar words or phrases. These statements are based upon current and anticipated economic conditions, nationally and in the Company’s market, interest rates and interest rate policy, competitive factors and other conditions, which by their nature are not susceptible to accurate forecast, and are subject to significant uncertainty. For details on factors that could affect these expectations, see the risk factors and other cautionary language included in the Company’s Prospectus dated August 7, 2018 (filed with the Securities and Exchange Commission on August 15, 2018), and in other periodic and current reports filed by the Company with the Securities and Exchange Commission. Because of these uncertainties and the assumptions on which this discussion and the forward-looking statements are based, actual future operations and results in the future may differ materially from those indicated herein. Readers are cautioned against placing undue reliance on any such forward looking statements.

General

Chesapeake Bank of Maryland

Our business operations are conducted through Chesapeake Bank of Maryland, a federally chartered stock savings association headquartered in Baltimore County, Maryland. Prior to 1998 and the creation of a mutual holding company structure, Chesapeake Bank of Maryland or its predecessors had operated as thrift institutions since 1913. Chesapeake Bank of Maryland conducts business out of its main office located in Baltimore County, Maryland, and out of three branch offices located in Arbutus, Maryland, Bel Air, Maryland, and Pasadena, Maryland.

Chesapeake Bank of Maryland operates as a community-oriented institution by offering a variety of loan and deposit products and serving other financial needs of its local community. Chesapeake Bank of Maryland takes its corporate citizenship seriously and is committed to meeting the credit needs of the community, consistent with safe and sound operations.

Chesapeake Bank of Maryland’s business consists principally of attracting retail deposits from the general public in our market area and using those funds, together with funds generated from operations and borrowings, to originate loans secured by residential and nonresidential real estate. Nonresidential real estate loans, construction and land development loans and commercial loans constitute a significant percentage of the loan portfolio and, in that respect, Chesapeake Bank of Maryland’s lending operations are more diversified and have more risk than many traditional thrift institutions.

Chesapeake Bank of Maryland’s primary market area is the Baltimore Metropolitan Area and its surrounding counties. The economy of Chesapeake Bank of Maryland’s market area is diversified, with a mix of services, manufacturing, wholesale/retail trade and federal and local government. See “Business of Chesapeake Bank of Maryland—Market Area.”

Chesapeake Bank of Maryland is subject to comprehensive regulation and examination by the Office of the Comptroller of the Currency. Chesapeake Bank of Maryland is subject to Maryland banking laws except to the extent they are preempted by Federal law. Chesapeake Bank of Maryland is not regulated by the Maryland Commissioner of Financial Regulation.

 

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CBM Bancorp, Inc.

CBM Bancorp, Inc. is a newly formed Maryland corporation. Following the completion of the conversion, reorganization and offering, CBM Bancorp became the holding company for Chesapeake Bank of Maryland.

Our executive offices are located at 2001 East Joppa Road, Baltimore, Maryland 21234, and our telephone number is (410) 665-7600. Our website address is www.chesapeakebank.com. Information on this website is not and should not be considered a part of this prospectus.

Critical Accounting Policies

The discussion and analysis of the financial condition and results of operations are based on our consolidated financial statements, which are prepared in conformity with accounting principles generally accepted in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be critical accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

On April 5, 2012, the JOBS Act was signed into law. The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.

The following represents our critical accounting policies:

Allowance for Loan Losses. The allowance for loan losses is the amount estimated by management as necessary to cover losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment.

The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the balance sheet date and is recorded as a reduction to loans. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely.

The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on Chesapeake Bank of Maryland’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.

The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers pools of loans by loan category that are not considered impaired. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, adjusted for qualitative risk factors.

 

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Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic conditions differ substantially from the assumptions used in making the evaluation. In addition, the Office of the Comptroller of the Currency, as an integral part of their examination process, periodically reviews our allowance for loan losses. This agency may require us to recognize adjustments to the allowance based on judgments about information available to them at the time of their examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would adversely affect earnings.

Deferred Tax Assets. We make estimates and judgments to calculate some of our tax liabilities and determine the recoverability of some of our deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenue and expenses. We also estimate a reserve for deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. These estimates and judgments are inherently subjective. Historically, our estimates and judgments to calculate our deferred tax accounts have not required significant revision.

In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including our past operating results and our forecast of future taxable income. In determining future taxable income, we make assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies, these assumptions require us to make judgments about future taxable income and are consistent with the plans and estimates we use to manage our business. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.

Realization of a deferred tax asset requires us to exercise significant judgment and is inherently uncertain because it requires the prediction of future occurrences. Valuation allowances are provided to reduce deferred tax assets to an amount that is more likely than not to be realized. In evaluating the need for a valuation allowance, we must estimate our taxable income in future years and the impact of tax planning strategies. If we were to determine that we would not be able to realize a portion of our net deferred tax asset in the future for which there is no valuation allowance, an adjustment to the net deferred tax asset would be charged to earnings in the period such determination was made. Conversely, if we were to make a determination that it is more likely than not that the deferred tax assets for which we had established a valuation allowance would be realized, the related valuation allowance would be reduced and a benefit to earnings would be recorded.

Fair Value Measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. The fair value hierarchy requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value.

 

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Comparison of Financial Condition at March 31, 2019 and December 31, 2018

Total Assets. Total assets increased $1.8 million, or 0.84%, to $217.2 million at March 31, 2019 from $215.4 million at December 31, 2018. The increase in total assets was primarily due to a growth in investment securities and net loans funded by a decrease in interest-bearing deposits in other banks and growth in deposits, as discussed in more detail below.

Cash and Cash Equivalents. Cash and cash equivalents decreased $7.3 million to $11.6 million at March 31, 2019 from $18.9 million at December 31, 2018. The decrease in cash and cash equivalents was primarily the result of the net proceeds from the stock offering received in September 2018 being diverted to investment securities and loans.

Time Deposits in Other Banks. Time deposits in other banks increased by $498,000, or 7.17%, to $7.4 million at March 31, 2019 from $6.9 million at December 31, 2018. This increase was due to the purchases of time deposits in other banks.

Investment Securities. Investment securities increased $5.7 million, or 15.24%, to $43.1 million at March 31, 2019 from $37.4 million at December 31, 2018. The increase was due to investment purchases of $8.0 million offset by maturities, calls, and principal repayments of $2.8 million. At March 31, 2019 all of our investment securities are classified as available for sale.

Net Loans. Net loans increased $2.6 million, or 1.83%, to $144.9 million at March 31, 2019 from $142.3 million at December 31, 2018. Our construction and land development loans increased $1.6 million, or 19.51%, to $9.8 million at March 31, 2019 from $8.2 million at December 31, 2018. Our nonresidential loans increased $1.0 million, or 1.93%, to $52.9 million at March 31, 2019 from $51.9 million at December 31, 2018.

Bank-owned Life Insurance. We invest in bank-owned life insurance (“BOLI”) to provide us with a funding source for our benefit plan obligations. Bank-owned life insurance also generally provides us noninterest income that is non-taxable. Federal regulations generally limit our investment in bank-owned life insurance to 25% of our Tier 1 capital plus our allowance for loan losses at the time of investment. This investment is accounted for using the cash surrender value method and is recorded at the amount that can be realized under the insurance policies at the balance sheet date. At March 31, 2019 and December 31, 2018, the aggregate cash surrender value of these policies was $4.6 million.

Deposits. Deposits increased $643,000 million, or 0.42%, to $154.4 million at March 31, 2019 from $153.7 million at December 31, 2018. Our noninterest-bearing demand deposits increased $289,000, or 1.60%, to $18.4 million at March 31, 2019 from $18.1 million at December 31, 2018. Our interest-bearing demand deposits increased $475,000, or 2.03%, to $23.8 million at March 31, 2019 from $23.4 million at December 31, 2018. Our savings accounts increased $590,000, or 2.37%, to $25.5 million at March 31, 2019 from $24.9 million at December 31, 2018. Our money market accounts decreased $588,000, or 4.99%, to $11.2 million at March 31, 2019 from $11.8 million at December 31, 2018. Our certificates of deposit accounts remained relatively constant at $75.5 million at March 31, 2019.

Total Stockholders’ Equity. Total stockholders’ equity increased by $670,000 to $61.0 million at March 31, 2019, from $60.3 million at December 31, 2018. Factors relating to changes in stockholders’ equity include earnings of $272,000, an increase of $289,000 in other comprehensive income related to the interest fluctuations on the Company’s available for sale securities portfolio and an increase of $109,000 for the recording of stock-based compensation relating to the ESOP.

 

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Average Balance Sheets

The following table set forth average balance sheets, average yields and costs, and certain other information at the dates and for the periods indicated. No tax equivalent yield adjustments have been made, as the effects would immaterial. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances of loans. The yields set forth below include the effect of deferred fees, discounts, and premiums that are amortized or accreted to interest income or interest expense. Loan balances exclude loans held for sale.

 

     For the Three Months Ended March 31,  
     2019     2018  
     Average            Average     Average            Average  
     Outstanding            Yield/     Outstanding            Yield/  
     Balance     Interest      Rate     Balance     Interest      Rate  
     (Dollars in thousands)  

Interest earning assets:

              

Loans

   $ 143,684     $ 1,727        4.87   $ 139,423     $ 1,646        4.79

Interest-bearing deposits in other banks

     15,280       87        2.31     14,662       53        1.47

Time deposits in other banks

     7,146       51        2.89     4,908       16        1.32

Investment securities

     40,516       312        3.12     10,269       63        2.49

Federal Home Loan Bank stock

     248       3        4.91     242       3        5.03
  

 

 

   

 

 

      

 

 

   

 

 

    

Total interest-earning assets

     206,874       2,180        4.27     169,504       1,781        4.26

Non-interest-earning assets

     9,138            10,006       
  

 

 

        

 

 

      

Total assets

   $ 216,012          $ 179,510       
  

 

 

        

 

 

      

Interest bearing liabilities:

              

Interest-bearing demand

   $ 23,325     $ 13        0.23   $ 26,133     $ 14        0.22

Money market

     11,606       6        0.21     13,325       7        0.21

Savings

     25,150       3        0.05     24,810       3        0.05

Certificates of deposit

     75,881       294        1.57     75,405       191        1.03
  

 

 

   

 

 

      

 

 

   

 

 

    

Total interest-bearing liabilities

     135,962       316        0.94     139,673       215        0.62
    

 

 

        

 

 

    

Non-interest-bearing liabilities

     19,393            18,029       
  

 

 

        

 

 

      

Total liabilities

     155,355            157,702       

Equity

     60,657            21,808       
  

 

 

        

 

 

      

Total liabilities and equity

   $ 216,012          $ 179,510       
  

 

 

        

 

 

      

Net interest income

     $ 1,864          $ 1,566     
    

 

 

        

 

 

    

Interest rate spread(1)

          3.33          3.64

Net interest-earning assets(2)

   $ 70,912          $ 29,831       
  

 

 

        

 

 

      

Net interest margin(3)

          3.65          3.75

Average interest-earning assets to average-interest bearing liabilities

     152.16          121.36     

 

(1)

Interest rate spread represents the difference between the average yield on average interest-earning assets and the average cost of average interest-bearing liabilities.

(2)

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(3)

Net interest margin represents net interest income divided by average interest-earning assets.

 

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Comparison of Operating Results for the Three Months Ended March 31, 2019 and March 31, 2018

General. Net income was $272,000 for the three months ended March 31, 2019 compared to $256,000 for the three months ended March 31, 2018. The increase was due to an increase in net interest income after provision for loan losses of $283,000, or 18.98%, to $1.8 million for the three months ended March 31, 2019 from $1.5 million for the three months ended March 31, 2018. The increase was offset primarily by a decrease in non-interest income of $59,000, or 39.07%, to $92,000 for the three months ended March 31, 2019 from $151,000 for the three months ended March 31, 2018 and an increase in non-interest expense of $193,000, or 14.78%, to $1.5 million for the three months ended March 31, 2019 compared to $1.3 million for the three months ended March 31, 2018.

Interest Income. Total interest income increased $400,000, or 22.46%, to $2.2 million for the three months ended March 31, 2019 from $1.8 million for the three months ended March 31, 2018. The increase in interest income was due primarily to the increase in average balances on loans and investments driven primarily by the net proceeds received from the stock offering.

Interest income and fees on loans increased $82,000, or 4.98%, to $1.7 million for the three months ended March 31, 2019 from $1.6 million for three months ended March 31, 2018. Our average balance of loans increased $4.3 million, or 3.08%, to $143.7 million for the three months ended March 31, 2019 from $139.4 million for the three months ended March 31, 2018. Our average yield on loans increased 8 basis points to 4.87% for the three months ended March 31, 2019 from 4.79% for the three months ended March 31, 2018, as lower-yielding loans have been repaid or refinanced and replaced with higher-yielding loans.

Interest and dividends on interest-bearing deposits in other banks, time deposits in other banks, and investments increased $318,000 to $453,000 for the three months ended March 31, 2019 from $135,000 for the three months ended March 31, 2018. The average balances in interest-bearing deposits in other banks, time deposits in other banks and investments increased $33.1 million to $63.2 million for the three months ended March 31, 2019 from $30.1 million for the three months ended March 31, 2018 and this increase in the average balances was driven primarily by the net proceeds received from the stock offering. The average rate we earned on interest-bearing deposits in other banks, time deposits in other banks and investments increased 109 basis points to 2.91% for the three months ended March 31, 2019 from 1.82% for the three months ended March 31, 2018 primarily due to our interest-bearing deposits in other banks repricing due to federal funds rate increases as well as increases in interest rates on the purchases of higher yielding time deposits in other banks and increases in interest rates on the purchases of higher yielding investment securities.

Interest Expense. Interest expense increased $101,000, or 46.98%, to $316,000 for the three months ended March 31, 2019 from $215,000 for the three months ended March 31, 2018. Our average balance of interest-bearing liabilities decreased $3.7 million, or 2.65%, to $136.0 million for the three months ended March 31, 2019 from $139.7 million for the three months ended March 31, 2018. The decrease was due primarily to a reduction in balances of interest-bearing demand and money market accounts offset by increases in savings and certificate of deposit account balances. Our average rate paid on interest-bearing deposits increased 32 basis points to 0.94% for the three months ended March 31, 2019 from 0.62% for the three months ended March 31, 2018 primarily due to an increase in the average rate paid on certificates of deposit.

Net Interest Income. Net interest income increased $298,000, or 19.03%, to $1.9 million for the three months ended March 31, 2019 from $1.6 million for the three months ended March 31, 2018, primarily as the result of a higher balance of net interest-earning assets, which represents total interest–earning assets, less total interest–bearing liabilities, offset by a lower net interest rate spread and net interest margin. Our average net interest-earning assets increased by $41.1 million to $70.9 million for the three months ended March 31, 2019 from $29.8 million for the three months ended March 31, 2018, due primarily to our growth in loans and investment securities which was primarily driven by the net proceeds received from the stock offering. Our net interest rate spread decreased by 31 basis points to 3.33% for the three months ended March 31, 2019 from 3.64% for the three months ended March 31, 2018. This decrease in our net interest rate spread was due primarily to the increase in the average balances of our investment securities to our overall total-interest earnings assets for the three months ended March 31, 2019 compared to the three months ended March 31, 2018, as well as an increase in the average rate we paid on our certificates of deposit. We are investing the net proceeds from the stock offering in investment securities until such time that the funds can be diverted to loans which will earn us a higher yield. Our net interest margin decreased by 10 basis points to 3.65% for the three months ended March 31, 2019 from 3.75% for the three months ended March 31, 2018, due primarily to the increase in the average rate paid on certificates of deposit.

 

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Provisions for Loan Losses. Provisions for loan losses are charged to operations to establish an allowance for loan losses at a level necessary to absorb known and inherent losses in our loan portfolio that are both probable and reasonably estimable at the date of the financial statements. In evaluating the level of the allowance for loan losses, management analyzes several qualitative loan portfolio risk factors, including, but not limited to, management’s ongoing review and grading of loans, facts and issues related to specific loans, historical loan loss and delinquency experience, trends in past due and non-accrual loans, existing risk characteristics of specific loans or loan pools, the fair value of underlying collateral, current economic conditions and other qualitative and quantitative factors which could affect potential credit losses. The allowance for loan losses is assessed on a quarterly basis and provisions are made for loan losses as required in order to maintain the allowance.

Provision for loan losses increased by $15,000, or 20.00%, to $90,000 for the three months ended March 31, 2019 from a provision for loan losses for the three months ended March 31, 2018 of $75,000. We did not record net charge-offs for the three months ended March 31, 2019 and net charge-offs for the three months ended March 31, 2018 were $21,000. Non-performing loans totaled $1.2 million at March 31, 2019 compared to $794,000 at March 31, 2018. The increase of $440,000 in non-performing loans was primarily the result of a increase of $484,000 in non-performing nonresidential loans relating to one loan which has been written down to its current fair market value. Our non-performing loans to total loans increased to 0.84% at March 31, 2019 from 0.56% at March 31, 2018. The increase in provision for loan losses was necessary due to an increase in our loan balances as well as an increase in our delinquent loans, non-performing loans and impaired loans during the three months ended March 31, 2019 compared to the loan balances, delinquent loans, non-performing loans and impaired loans during the three months ended March 31, 2018. We have provided for losses that are probable and reasonably estimable at March 31, 2019.

Non-interest Income. Non-interest income decreased by $59,000, or 39.07%, to $92,000 for the three months ended March 31, 2019 from $151,000 for the three months ended March 31, 2018. The decrease was primarily due to a decrease of $50,000 on the gain on sale of loans.

Non-interest Expense. Non-interest expense increased by $193,000, or 14.78%, to $1.5 million for the three months ended March 31, 2019 from $1.3 million for the three months ended March 31, 2018. Salaries, director fees and employee benefits increased $105,000, or 13.44%, to $886,000 for the three months ended March 31, 2019 from $781,000 for the three months ended March 31, 2018 due primarily to the recording of $109,000 in stock-based compensation expense relating to the ESOP. Premises and equipment expenses increased $14,000, or 13.33%, to $119,000 for the three months ended March 31, 2019 from $105,000 for the three months ended March 31, 2018 due primarily to an increase in equipment maintenance costs. Legal and professional expenses increased $47,000, or 61.84%, to $123,000 for the three months ended March 31, 2019 from $76,000 for the three months ended March 31, 2018 primarily due to increased consulting fees relating to information technology system enhancements and the increased expenses relating to reporting requirements associated with the Company’s public company status. Marketing expenses decreased $13,000, or 36.11%, to $23,000 for the three months ended March 31, 2019 compared to $36,000 for the three months ended March 31, 2018 primarily due to the timing of the expense for marketing outlays which are used to generate organic growth and investments in new products and services. Other operating expenses increased $36,000, or 25.35%, to $178,000 for the three months ended March 31, 2019 from $142,000 for the three months ended March 31, 2018 primarily due to an increase in insurance costs as well as an increase in software maintenance costs.

Income Tax Expense. Income tax expense increased $15,000, or 18.75%, to $95,000 for the three months ended March 31, 2019 from $80,000 for the three months ended March 31, 2018. The effective tax rate was 25.97% and 23.85% for the three months ended March 31, 2019 and 2018, respectively. The increase in tax expense was the result of an increase in income before income taxes of $31,000, or 9.23%, to $367,000 for the three months ended March 31, 2019 compared to $336,000 for the three months ended March 31, 2018.

 

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Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to funds current and planned expenditures. Our primary sources of funds are deposits and, principal and interest payments on loans and securities. We also have the ability to borrow funds from the Federal Home Loan Bank of Atlanta, and we have credit availability with a correspondent bank. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

The board of directors is responsible for establishing and monitoring our liquidity targets and strategies in order to ensure that sufficient liquidity exists for meeting the borrowing needs and deposit withdrawals of our customers as well as unanticipated contingencies. We believe that we have enough sources of liquidity to satisfy our short and long-term liquidity needs as of March 31, 2019.

We monitor and adjust our investments in liquid assets based upon our assessments of: (1) expected loan demand; (2) expected deposit flows; (3) yields available on interest-earning deposits and securities; and (4) the objectives of our asset liability management program. Excess liquid assets are invested generally in interest-earning deposits and short and intermediate securities.

Our most liquid assets are cash and cash equivalents, which include federal funds sold and interest-bearing deposits in other banks. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At March 31, 2019, cash and cash equivalents totaled $11.6 million, which included, $909,000 in cash and due from banks and interest-bearing deposits in other banks of $10.7 million. Time deposits in other banks and securities classified as available-for-sale, which provide additional sources of liquidity, totaled $7.4 million and $43.1 million, respectively at March 31, 2019.

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $191,000 and $623,000 for the three months ended March 31, 2019 and 2018, respectively. Net cash (used in) provided by investing activities, which consists primarily of disbursements for loan originations and the purchases of securities, offset by principal collections on loans, proceeds from maturing securities and pay-downs on mortgage-backed securities was $(8.4) million and $1.3 million for the three months ended March 31, 2019 and 2018, respectively. Net cash provided by financing activities, consisting of activities in deposit accounts was $1.0 million and $2.0 million for the three months ended March 31, 2019 and 2018, respectively.

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Certificates of deposit due within one year of March 31, 2019 totaled $29.9 million, or 19.37% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other deposits and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or borrowings than we currently pay. We believe, however, based on past experience that a significant portion of such deposits will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

We are subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At March 31, 2019, Chesapeake Bank of Maryland exceeded all regulatory capital requirements and was considered “well capitalized” under regulatory guidelines. See “Historical and Pro Forma Regulatory Capital Compliance.”

Off-Balance Sheet Arrangements

As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. At March 31, 2019, we had outstanding commitments to originate loans of $17.4 million. We anticipate that we will have sufficient funds available to meet our current lending commitments.

 

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Item 3. Quantitative and Qualitative Disclosures About Market Risk

A smaller reporting company is not required to provide the information relating to this item.

Item 4. Controls and Procedures

Under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, we have evaluated the effectiveness of the design and operation of our disclosure controls and procedures (as defined in Rule 12a-15(e) and 15d-15(e) under the Exchange Act) as of the end of the period covered by the quarterly report. Based upon that evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the end of the period covered by this report, our disclosure controls and procedures are effective to ensure that information required to be disclosed in the reports that we file or submit under the Securities and Exchange Act of 1934 is recorded, processed, summarized and reported, within the time periods specified in the Securities and Exchange Commission’s rules and forms.

There has been no change in our internal control over financial reporting during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect our internal control over financial reporting.

Part II – OTHER INFORMATION

Item 1 – Legal Proceedings

The Company was not involved in any pending legal proceedings. The Bank is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. The Company’s management believes that such routine legal proceedings, in the aggregate, are immaterial to the Company’s consolidated financial condition and results of operations.

Item 1A – Risk Factors

In addition to the information discussed in this quarterly report, you should carefully consider factors disclosed under “Risk Factors” in our Prospectus dated August 7, 2018, filed with the Securities and Exchange Commission on August 15, 2018, which could materially affect our business, financial condition or future results. Additional risks not presently known to us, or that we currently deem not to be material, may also affect us.

Item 2 - Unregistered Sales of Equity Securities and Use or Proceeds

None.

Item 3 – Defaults Upon Senior Securities

None

Item 4 – Mine Safety Disclosures

Not applicable

Item 5 – Other Information

None

 

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Item 6 – Exhibits

 

31.1    Rule 13a-14(a)/15d-14(a) Certification of principal executive officer
31.2    Rule 13a-14(a)/15d-14(a) Certification of principal financial officer
32.0    Section 1350 Certifications
101.0    The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Operations, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statements of Changes in Equity, (v) the Consolidated Statements of Cash Flows, and (vi) the Notes to the Consolidated Financial Statements.

 

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SIGNATURES

Pursuant to the requirements 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.

 

      CBM BANCORP, INC.
Dated: May 15, 2019     By:  

/s/ Joseph M. Solomon

      Joseph M. Solomon
      President
      (principal executive officer)
Dated: May 15, 2019     By:  

/s/ Jodi L. Beal

      Jodi L. Beal
      Executive Vice President and Chief Financial Officer
      (principal financial and accounting officer)

 

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