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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549

FORM 10-K

ý   Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the year ended December 31, 2009

o

 

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934

For the transition period from                             to                            

Commission File Number: 000-50407

FREDERICK COUNTY BANCORP, INC.
(Exact name of registrant as specified in its charter)

Maryland   20-0049496
(State of other jurisdiction of
incorporation or organization)
  (I.R.S. Employer
Identification No.)

7 North Market Street, Frederick, Maryland 21701
(Address of principal executive offices)(Zip Code)

(Registrant's telephone number, including area code): 301.620.1400

Securities registered under Section 12(b) of the Exchange Act: None.

Securities registered under Section 12(g) of the Act:
Common Stock, par value $0.01 per share

        Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.    Yes o No ý

        Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.    Yes o No ý

        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 ý No o

        Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, 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 ý No o

        Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

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

Large accelerated filer o    Accelerated filer o    Non-accelerated filer o    Smaller reporting company ý

        Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes o No ý

        The aggregate market value of the outstanding Common Stock held by nonaffiliates as of June 30, 2009 was approximately $12.4 million. As of February 1, 2010, the number of outstanding shares of the Common Stock, $0.01 par value, of Frederick County Bancorp, Inc. was 1,461,802.

DOCUMENTS INCORPORATED BY REFERENCE

        Portions of the Company's definitive Proxy Statement for the Annual Meeting of Shareholders, to be held on April 13, 2010 are incorporated by reference in Part III hereof.


Form 10-K Cross Reference of Material Incorporated by Reference

        The following shows the location in this Annual Report on Form 10-K or the Company's Proxy Statement for the Annual Meeting of Shareholders to be held on April 13, 2010, of the information required to be disclosed by the United States Securities and Exchange Commission Form 10-K. References to pages only are to pages in this report.

PART I   Item 1.   Business.    See "Business" at Page 57.

 

 

Item 1A.

 

Risk Factors.
    No disclosure required as the Company is a smaller reporting company.

 

 

Item 1B.

 

Unresolved Staff Comments.
    None.

 

 

Item 2.

 

Properties.
    See "Properties" at Page 60.

 

 

Item 3.

 

Legal Proceedings.
    From time to time the Company is a participant in various legal proceedings incidental to its business. In the opinion of management, the liabilities (if any) resulting from such legal proceeding will not have a material effect on the financial position of the Company.

 

 

Item 4.

 

Submission of Matters to a Vote of Security Holders.
    No matter was submitted to a vote of the security holders of the Company during the fourth quarter of 2009.

PART II

 

Item 5.

 

Market for Registrant's Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities.
    See "Market for Common Stock and Dividends" at Page 67.

 

 

Item 6.

 

Selected Financial Data.
    See "Five-Year Summary of Financial Information" at Page 4.

 

 

Item 7.

 

Management's Discussion and Analysis of Financial Condition and Results of Operations.
    See "Management's Discussion and Analysis of Financial Condition and Results of Operations" at Page 5.

 

 

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk.
    See "Market Risk, Liquidity and Interest Rate Sensitivity" at page 10.

 

 

Item 8.

 

Financial Statements and Supplementary Data.
    See Consolidated Financial Statements and Notes thereto at Page 25.

 

 

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
    None.

 

 

Item 9A(T)

 

Controls and Procedures.
    See "Management's Report on Internal Control over Financial Reporting" at page 23 and "Disclosure Controls and Procedures" at Page 24.

 

 

Item 9B.

 

Other Information.
    None.

2


PART III   Item 10.   Directors, Executive Officers, and Corporate Governance.    The information required by this Item is incorporated by reference to, the material appearing under the captions "Election of Directors" and "Compliance with Section 16(a) of the Securities Exchange Act of 1934" in the Proxy Statement.

 

 

 

 

The Company has adopted a code of ethics that applies to its Chief Executive Officer and Chief Financial Officer. A copy of the code of ethics will be provided to any person, without charge, upon written request directed to William R. Talley, Jr., EVP & CFO, Frederick County Bancorp, Inc., 7 North Market Street, Frederick, MD 21701.

 

 

 

 

There have been no material changes in the procedures by which shareholders may recommend nominees to the Company's Board of Directors since the proxy statement for the 2009 annual meeting of shareholders.

 

 

Item 11.

 

Executive Compensation.
    The information required by this Item is incorporated by reference to the material appearing under the caption "Executive Compensation" in the Proxy Statement.

 

 

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
    See "Securities Authorized for Issuance Under Equity Compensation Plans" under the heading "Market for Common Stock and Dividends" at Page 54. The other information required by this Item is incorporated by reference to the material appearing under the captions "Voting Securities and Principal Holders" in the Proxy Statement.

 

 

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence.
    The information required by this Item is incorporated by reference to the material appearing under the caption "Election of Directors" and "Transactions with Related Parties" in the Proxy Statement. See also Item 10 to this Annual Report on Form 10-K.

 

 

Item 14.

 

Principal Accountant Fees and Services.
    The information required by this Item is incorporated by reference to the material appearing under the caption "Ratification of the Appointment of Independent Registered Public Accounting Firm" in the Proxy Statement.

PART IV

 

Item 15.

 

Exhibits, Financial Statement Schedules.
    See "Exhibits and Financial Statement Schedules" at Page 72.

3


FIVE-YEAR SUMMARY OF FINANCIAL INFORMATION

        The following table sets forth certain selected financial data concerning the Company, and is qualified in its entirety by the detailed information and consolidated financial statements, including notes thereto, included elsewhere herein.

 
  Years Ended December 31,  
 
  2009   2008   2007   2006   2005  
 
  (dollars in thousands, except per share amounts)
 

Summary of Operating Results:

                               
 

Total interest income

  $ 14,001   $ 15,480   $ 16,247   $ 13,735   $ 10,719  
 

Total interest expense

    5,274     7,116     7,977     5,649     3,252  
                       
 

Net interest income

    8,727     8,364     8,270     8,086     7,467  
 

Provision for loan losses

    1,175     935     491     213     450  
                       
 

Net interest income after provision for loan losses

    7,552     7,429     7,779     7,873     7,017  
 

Security gains (losses)

    235     26     27         (8 )
 

(Loss) gain on sale of foreclosed properties

    (37 )   15              
 

Gains from insurance proceeds

            230          
 

Other noninterest income (excluding gains and losses)

    577     535     410     338     282  
 

Noninterest expenses

    6,791     6,526     6,172     5,229     4,596  
                       
 

Income before provision for income taxes

    1,536     1,479     2,274     2,982     2,695  
 

Provision for income taxes

    488     441     714     1,062     863  
                       
 

Net income

    1,048     1,038     1,560     1,920     1,832  
 

Other comprehensive income (loss), net of taxes

    78     (9 )   92     85     (177 )
                       
 

Comprehensive income

  $ 1,126   $ 1,029   $ 1,652   $ 2,005   $ 1,655  
                       

Per Share Data:

                               
 

Basic earnings

  $ 0.72   $ 0.71   $ 1.07   $ 1.32   $ 1.26  
 

Diluted earnings

    0.71     0.69     1.03     1.26     1.20  
 

Dividends declared

                     
 

Book value at period-end

    14.88     14.11     13.41     12.27     10.89  
 

Shares outstanding at period-end

    1,461,802     1,460,802     1,460,602     1,458,602     1,458,602  
 

Weighted average shares outstanding:

                               
   

Basic

    1,461,079     1,460,670     1,460,125     1,458,602     1,458,361  
   

Diluted

    1,475,068     1,503,372     1,518,155     1,526,911     1,526,996  

Other Data (At Year-End):

                               
 

Assets

  $ 258,559   $ 254,562   $ 255,991   $ 234,951   $ 207,540  
 

Investments

    25,643     21,639     28,952     30,112     22,019  
 

Loans

    214,943     211,840     209,011     173,954     155,341  
 

Deposits

    219,312     216,883     219,228     209,378     190,055  
 

Short-term borrowings

    500                  
 

Long-term borrowings

    10,000     10,000     10,000          
 

Junior subordinated debentures

    6,186     6,186     6,186     6,186      
 

Shareholders' equity

    21,750     20,612     19,580     17,893     15,888  

Performance Ratios:

                               
 

Return on average assets

    0.40 %   0.40 %   0.63 %   0.90 %   1.01 %
 

Return on average shareholders' equity

    4.92 %   5.12 %   8.35 %   11.34 %   12.05 %
 

Allowance for loan losses to total loans

    1.45 %   1.47 %   1.26 %   1.25 %   1.26 %
 

Nonperforming assets to total assets

    0.56 %   0.61 %   0.12 %   0.03 %    
 

Ratio of net charge-offs to average loans

    0.56 %   0.21 %   0.01 %        
 

Average equity to average assets

    8.19 %   7.83 %   7.58 %   7.90 %   8.36 %
 

Tier 1 capital to risk-weighted assets

    11.81 %   11.59 %   11.14 %   12.10 %   9.36 %
 

Total capital to risk-weighted assets

    13.06 %   12.84 %   12.29 %   13.19 %   10.49 %

4



MANAGEMENT'S DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

        This report contains forward looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, including statements relating to the Company's beliefs, expectations, anticipations and plans regarding, among other things, general economic trends, interest rates, product expansions and other matters. In some cases, forward looking statements can be identified by use of words such as "may," "will," "anticipates," "believes," "expects," "plans," "estimates," "potential," "continue," "could," "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 uncertainties, such as federal monetary policy, inflation, employment, profitability and consumer confidence levels, both nationally and in the Company's market area, the health of the real estate and construction market in the Company's market area, the Company's ability to develop and market new products and to enter new markets, competitive challenges in the Company's market, legislative changes and other factors, and as such, there can be no assurance that future events will develop in accordance with the forward looking statements contained herein.

General

        Frederick County Bancorp, Inc. (the "Bancorp"), the parent company for its wholly-owned subsidiary Frederick County Bank (the "Bank" and together with Bancorp, the "Company"), was organized in September 2003. The Bank was incorporated under the laws of the state of Maryland in August 2000 and commenced banking operations in October 2001. The Bank provides its customers with various banking services. The Bank offers various loan and deposit products to their customers. The Bank's customers include individuals and commercial enterprises within its principal market area consisting of Frederick County, Maryland. The Company operates out of four banking offices located in the City of Frederick and Walkersville, Maryland. The Company also has a subsidiary trust, established to issue trust preferred securities, and two subsidiaries established to hold foreclosed properties. The two subsidiaries established to hold foreclosed properties are known as FCB Holdings, Inc (a direct subsidiary of Bancorp) and FCB Hagerstown, LLC (an indirect subsidiary of Bancorp). See Note 8 to the consolidated financial statements for the year ended December 31, 2009 (the "consolidated financial statements") for additional disclosures related to the subsidiary trust.

        The preparation of financial statements 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. These estimates and assumptions are based on information available as of the date of the financial statements and could differ from actual results.

Critical Accounting Policies

        The accompanying consolidated financial statements of the Company have been prepared in accordance with accounting principles generally accepted in the United States of America. Application of these principles requires management to make estimates, assumptions, and judgments that affect the amounts reported in the financial statements and accompanying notes. These estimates, assumptions, and judgments are based on information available as of the date of the financial statements; accordingly, as this information changes, the financial statements could reflect different estimates, assumptions, and judgments. Certain policies inherently have a greater reliance on the use of estimates, assumptions, and judgments and, as such, have a greater possibility of producing results that could be materially different than originally reported. Estimates, assumptions, and judgments are necessary when assets and liabilities are required to be recorded at fair value, when a decline in the value of an asset

5



not carried on the financial statements at fair value warrants an impairment write-down or valuation reserve to be established, or when an asset or liability needs to be recorded contingent upon a future event. Carrying assets and liabilities at fair value inherently results in more financial statement volatility. The fair values and the information used to record valuation adjustments for certain assets and liabilities are based either on quoted market prices or are provided by other third-party sources, when available. The estimates used in management's assessment of the adequacy of the allowance for loan losses require that management make assumptions about matters that are uncertain at the time of estimation. Differences in these assumptions and differences between the estimated and actual losses could have a material effect. For discussions related to the critical accounting policies of the Company, refer to the sections in this Management's Discussion and Analysis entitled "Income Taxes," and "Allowance for Loan Losses."

Overview

        The following paragraphs provide an overview of the financial condition and results of operations of the Company. This discussion is intended to assist the readers in their analysis of the accompanying financial statements and notes thereto.

        During 2009, the economy in Frederick County remained slow, as was the economy for rest of the United States and many countries throughout the world. Unemployment rose and businesses, as well as consumers, felt the effects of the downturn. The effects of this downturn will have an effect on the loans that the Company has made and will make in the future. However, it is felt the local economy may be somewhat insulated from the full impact that may be felt in other parts of the country, because of the local presence of a federal government medical research installation that has seen government funds continue to flow into Frederick County.

        Net income was $1.05 million, $1.04 million and $1.56 million for the years ended December 31, 2009, 2008 and 2007, respectively. Basic and diluted earnings per share for 2009 were $0.72 and $0.71, respectively; 2008 were $0.71 and $0.69, respectively; and for 2007 were $1.07 and $1.03, respectively.

        Return on average assets and return on average shareholders' equity are key measures of earnings performance. Return on average assets measures the ability of a bank to utilize its assets in generating income. The Company experienced a return on average assets of 0.40%, 0.40%, and 0.63% for the years ended December 31, 2009, 2008 and 2007, respectively. Additionally, the Company experienced a return on average shareholders' equity of 4.92%, 5.12%, and 8.35% for the years ended December 31, 2009, 2008 and 2007, respectively.

        During the year ended December 31, 2009, the Company maintained a relatively stable level of total assets in order to maintain the Company's and the Bank's capital ratios above those required for well capitalized status. With the current slow economy, the Company feels it is prudent at this time to maintain higher capital ratios. At December 31, 2009, assets stood at $258.56 million, as compared to $254.56 million at December 31, 2008 and $255.99 million at December 31, 2007. Gross loans increased $3.10 million, or 1.5%, in 2009, to end the period at $214.94 million compared to $211.84 million at December 31, 2008 and $209.01 million at December 31, 2007. The Company's deposit strategy during 2009 was to reduce the dependence on higher cost certificates of deposit. During 2009, certificates of deposit declined approximately $21.16 million, whereas total deposits increased to $219.31 million at December 31, 2009, up from $216.88 million at December 31, 2008, and about the same at $219.23 million at December 31, 2007. During 2008, the investment portfolio was used to increase the liquidity position of the Company, decreasing to $21.64 million at December 31, 2008 from $28.95 million at December 31, 2007, while during 2009, the strategy was to utilize some of the excess liquidity to purchase investment securities; thereby, increasing the investment portfolio by $4.00 million to $25.64 million at December 31, 2009.

6


Distribution of Assets, Liabilities and Shareholders' Equity; Interest Rates and Interest Differential

        The "Comparative Statement Analysis" on the next page shows average balances of asset and liability categories, interest income and interest paid, and average yields and rates for the periods indicated.

Net Interest Income

        Net interest income is generated from the Company's lending and investment activities, and is the most significant component of the Company's earnings. Net interest income is the difference between interest and rate-related fee income on earning assets (primarily loans and investment securities) and the interest paid on the funds (primarily deposits) supporting them. The Company primarily utilizes deposits to fund loans and investments, with a small amount of additional funding from junior subordinated debentures and short-term and long-term borrowings. In future periods it may utilize a higher level of short-term and long-term borrowings, including borrowings from the Federal Home Loan Bank, federal funds lines with correspondent banks and repurchase agreements, to fund operations, depending on economic conditions, deposit availability and pricing, interest rates and other factors.

        The taxable-equivalent interest income of $14.21 million was $1.50 million lower in 2009, and the $15.71 million in 2008 was $790,000 lower than the amount recognized in 2007. The decrease in interest income in 2009 and 2008 was primarily due to the reduced yields earned on the loan portfolio which decreased to 6.26% in 2009 from 6.64% in 2008 and from 7.31% in 2007. The primary factor in the changes in interest income was changes in the federal funds target rate discussed below.

        The interest expense decreased from $7.98 million in 2007 to $7.12 million in 2008 and to $5.27 million in 2009. The primary factor in the decreased interest expense in 2008 and 2009 was the reduction of the rates paid on the interest-bearing liabilities, as a result of actions of the Federal Reserve. Average interest bearing liabilities increased 4.4% in 2008, from $194.37 million in 2007 to $202.97 million in 2008, but decreased 0.6% to $201.76 million in 2009. The average rate paid on these liabilities decreased from 4.10% to 3.50% from 2007 to 2008, and continued to decline to 2.61% during 2009. The Company feels that the rates paid on these liabilities may continue to decrease in the future as the certificates of deposit mature and reprice, but not at as steep of a decline as experienced so far. However, as a result of competitive factors, local market conditions and customer preferences, there can be no assurance that deposit rates will decrease to the same extent as the federal funds rate as certificates of deposit mature.

        During 2009, the loan yields and the rates paid on interest bearing liabilities decreased due to the decrease of the federal funds rate maintained by the Federal Reserve, and the decreased reliance on higher rate funding sources, including certificates of deposits, which dropped to 60.5% of average interest-bearing liabilities in 2009 from 64.2% in 2008 and 68.5% in 2007. In September 2007, the Federal Reserve began to ease the federal funds rate down to 4.25% as of December 31, 2007, and has further reduced the rate down to a range of 0% to 0.25% as of December 31, 2008 and has maintained this level during 2009.

        The Company's net interest margin (net interest income as a percent of average interest-earning assets) was 3.51%, 3.44% and 3.58%, and the net interest spread (the spread between yields on average interest-earning assets and rates paid on average interest-bearing liabilities) was 2.97%, 2.78% and 2.83% for the years ended December 31, 2009, 2008 and 2007, respectively. The Company anticipates the net interest margin to improve gradually over the next year.

7


Comparative Statement Analysis

 
  Years Ended December 31,  
 
  2009   2008   2007  
 
  Average
daily
balance
  Interest
income/
expense
  Average
yield/rate
  Average
daily
balance
  Interest
income/
expense
  Average
yield/rate
  Average
daily
balance
  Interest
income/
expense
  Average
yield/rate
 
 
  (dollars in thousands)
 

Assets

                                                       
 

Interest-earning assets:

                                                       
 

Federal funds sold

  $ 1,102   $ 2     0.18 % $ 8,204   $ 193     2.35 % $ 8,400   $ 439     5.23 %
 

Interest-bearing deposits in other banks

    21,568     48     0.22 %   3,673     56     1.52 %   4,066     211     5.19 %
 

Investment securities(1):

                                                       
   

Taxable

    15,613     639     4.09 %   17,396     850     4.87 %   20,749     997     4.81 %
   

Tax-exempt(2)

    5,850     362     6.19 %   8,492     520     6.11 %   9,822     598     6.09 %
 

Loans(3)

    210,224     13,159     6.26 %   211,806     14,095     6.64 %   195,040     14,259     7.31 %
                                       
   

Total interest-earning assets

    254,357     14,210     5.59 %   249,571     15,714     6.28 %   238,077     16,504     6.93 %
                                       

Noninterest-earning assets

    5,637                 9,522                 8,591              
                                                   
   

Total assets

  $ 259,994               $ 259,093               $ 246,668              
                                                   

Liabilities and Shareholders' Equity

                                                       

Interest-bearing liabilities

                                                       
 

NOW accounts

  $ 13,296     27     0.20 % $ 11,490     37     0.32 % $ 12,308     22     0.18 %
 

Savings accounts

    4,398     7     0.16 %   3,966     20     0.50 %   3,095     15     0.48 %
 

Money market accounts

    45,713     537     1.17 %   40,234     752     1.86 %   34,614     966     2.79 %
 

Certificates of deposit $100,000 or more

    50,483     1,628     3.22 %   58,214     2,440     4.18 %   64,855     3,121     4.81 %
 

Certificates of deposit less than $100,000

    71,497     2,201     3.08 %   72,133     2,981     4.12 %   68,244     3,213     4.71 %
 

Short-term borrowings

    184     8     4.35 %   749     18     2.40 %   31     2     6.45 %
 

Long-term borrowings

    10,000     462     4.62 %   10,000     464     4.63 %   5,041     233     4.62 %
 

Junior subordinated debentures

    6,186     404     6.53 %   6,186     404     6.51 %   6,186     405     6.55 %
                                       

Total interest-bearing liabilities

    201,757     5,274     2.61 %   202,972     7,116     3.50 %   194,374     7,977     4.10 %
                                       

Noninterest-bearing deposits

    36,134                 35,009                 32,809              

Noninterest-bearing liabilities

    804                 827                 796              
                                                   
   

Total liabilities

    238,695                 238,808                 227,979              
                                                   

Shareholders' equity

    21,299                 20,285                 18,689              
                                                   
   

Total liabilities and shareholders' equity

  $ 259,994               $ 259,093               $ 246,668              
                                                   
 

Net interest income

        $ 8,936               $ 8,598               $ 8,527        
                                                   
 

Net interest spread

                2.98 %               2.78 %               2.83 %
                                                   
 

Net interest margin

                3.51 %               3.44 %               3.58 %
                                                   

(1)
Yields on securities available-for-sale have been calculated on the basis of historical cost and do not give effect to changes in the fair value of those securities, which is reflected as a component of shareholders' equity.

(2)
Presented on a taxable-equivalent basis using the statutory federal income tax rate of 34%. Taxable-equivalent adjustments of $123,000 in 2009, $177,000 in 2008, and $203,000 in 2007 are included in the calculation of the tax-exempt investment securities interest income.

(3)
Presented on a taxable-equivalent basis using the statutory federal income tax rate of 34%. Taxable-equivalent adjustments of $86,000 in 2009, $57,000 in 2008, $54,000 in 2007 are included in the calculation of the loan interest income. Loans placed on nonaccrual status are included in average balances. Net loan fees included in interest income totaled $28,000 in 2009, $24,000 in 2008, and $15,000 in 2007.

8


Rate/Volume Analysis

        The following table indicates the changes in interest income and interest expense that are attributable to changes in average volume and average rates, in comparison with the same period in the preceding year. The change in interest due to the combined rate-volume variance has been allocated entirely to the change in rate.

 
  2009 compared to 2008   2008 compared to 2007  
 
  Increase (decrease) due to    
  Increase (decrease) due to    
 
 
  Net
increase
(decrease)
  Net
increase
(decrease)
 
 
  Volume   Rate   Volume   Rate  
 
  (dollars in thousands)
 

Interest Income

                                     

Interest-earning assets:

                                     
 

Federal funds sold

  $ (167 ) $ (24 ) $ (191 ) $ (10 ) $ (236 ) $ (246 )
 

Interest-bearing deposits in other banks

    272     (280 )   (8 )   (20 )   (135 )   (155 )
 

Investment securities:

                                     
   

Taxable

    (87 )   (124 )   (211 )   (161 )   14     (147 )
   

Tax-exempt

    (161 )   3     (158 )   (81 )   3     (78 )
 

Loans

    (105 )   (831 )   (936 )   1,226     (1,390 )   (164 )
                           
   

Total interest income

    (248 )   (1,256 )   (1,504 )   954     (1,744 )   (790 )
                           

Interest Expense

                                     

Interest-bearing liabilities:

                                     
 

NOW accounts

    6     (16 )   (10 )   (1 )   16     15  
 

Savings accounts

    2     (15 )   (13 )   4     1     5  
 

Money market accounts

    102     (317 )   (215 )   157     (371 )   (214 )
 

Certificates of deposit $100,000 or more

    (323 )   (489 )   (812 )   (320 )   (361 )   (681 )
 

Certificates of deposit less than $100,000

    (26 )   (754 )   (780 )   183     (415 )   (232 )
 

Short-term borrowings

    (14 )   4     (10 )   46     (30 )   16  
 

Long-term borrowings

        (2 )   (2 )   229     2     231  
 

Junior subordinated debentures

                    (1 )   (1 )
                           

Total interest expense

    (253 )   (1,589 )   (1,842 )   298     (1,159 )   (861 )
                           

Net interest income

  $ 5   $ 333   $ 338   $ 656   $ (585 ) $ 71  
                           

Noninterest Income

        Noninterest income was $775,000 in 2009, $576,000 in 2008 and $667,000 in 2007, attributable primarily to service fees on deposit accounts and ATM interchange fees. Included in the noninterest income are securities gains of $235,000 in 2009 and $26,000 in 2008. Also included in noninterest income for 2009 is a loss of $37,000 on the sale of foreclosed property, and in 2008, a gain of $15,000 on the sale of foreclosed property.

Noninterest Expenses

        Noninterest expenses were $6.79 million in 2009, $6.53 million in 2008 and $6.17 million in 2007. See Note 12 to the consolidated financial statements for a schedule showing a detailed breakdown of the Company's noninterest expenses. The changes in noninterest expenses for 2009 are principally related to the increase in FDIC insurance premiums of $326,000, including a special assessment of $115,000, which was partially offset by reduced personnel expenses mainly related to the elimination of the 401(k) employer contribution in April 2009.

9


Income Taxes

        The Company incurred $488,000, $441,000 and $714,000 of income tax expenses in 2009, 2008 and 2007. The effective tax rates are 31.77% for 2009, 29.82% for 2008 and 31.40% for 2007. The decrease in the effective tax rate in 2008 from 2007 is due to the lower pre-tax income and the larger amount of tax-exempt interest income as a percentage of pre-tax income. The increase in the income tax rate for 2009 was due to a lower amount of tax-exempt interest income as a percentage of pre-tax income.

Market Risk, Liquidity and Interest Rate Sensitivity

        Asset/liability management involves the funding and investment strategies necessary to maintain an appropriate balance between interest sensitive assets and liabilities. It also involves providing adequate liquidity while sustaining stable growth in net interest income. Regular review and analysis of deposit and loan trends, cash flows in various categories of loans, and monitoring of interest spread relationships are vital to this process.

        The conduct of our banking business requires that we maintain adequate liquidity to meet changes in the composition and volume of assets and liabilities due to seasonal, cyclical or other reasons. Liquidity describes the ability of the Company to meet financial obligations that arise during the normal course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of the customers of the Company, as well as for meeting current and future planned expenditures. This liquidity is typically provided by the funds received through customer deposits, investment maturities, loan repayments, borrowings, and income. Management considers the current liquidity position to be adequate to meet the needs of the Company and its customers.

        The Company seeks to limit the risks associated with interest rate fluctuations by managing the balance between interest sensitive assets and liabilities. Managing to mitigate interest rate risk is, however, not an exact science. Not only does the interval until repricing of interest rates on assets and liabilities change from day to day as the assets and liabilities change, but for some assets and liabilities, contractual maturity and the actual maturity experienced are not the same. Similarly, NOW and money market accounts, by contract, may be withdrawn in their entirety upon demand and savings deposits may be withdrawn on seven days notice. While these contracts are extremely short, it is the Company's belief that these accounts turn over at the rate of five percent (5%) per year. The Company therefore treats them as having maturities ratably over all periods. If all of the Company's NOW, money market, and savings accounts were treated as repricing in one year or less, the Company would have a cumulative negative gap at one year or less of $(59.0) million.

        Interest rate sensitivity is an important factor in the management of the composition and maturity configurations of the Company's earning assets and funding sources. An Asset/Liability Committee manages the interest rate sensitivity position in order to maintain an appropriate balance between the maturity and repricing characteristics of assets and liabilities that is consistent with the Company's liquidity analysis, growth, and capital adequacy goals. It is the objective of the Asset/Liability Committee to maximize net interest margins during periods of both volatile and stable interest rates, to attain earnings growth, and to maintain sufficient liquidity to satisfy depositors' requirements and meet the funding needs of the Company's loan production.

        The following table, "Interest Rate Sensitivity Gap Analysis," summarizes, as of December 31, 2009, the anticipated maturities or repricing of the Company's interest-earning assets and interest-bearing liabilities, the Company's interest rate sensitivity gap (interest-earning assets less interest-bearing liabilities), the Company's cumulative interest rate sensitivity gap, and the Company's cumulative interest sensitivity gap ratio (cumulative interest rate sensitivity gap divided by total assets). A negative gap for any time period means that more interest-bearing liabilities will reprice or mature during that time period than interest-earning assets. During periods of rising interest rates, a negative gap position would generally decrease earnings, and during periods of declining interest rates, a

10



negative gap position would generally increase earnings. The converse would be true for a positive gap position. Therefore, a positive gap for any time period means that more interest-earning assets will reprice or mature during that time period than interest-bearing liabilities. During periods of rising interest rates, a positive gap position would generally increase earnings, and during periods of declining interest rates, a positive gap position would generally decrease earnings.

        It is important to note that the following table represents the static gap position for interest sensitive assets and liabilities at December 31, 2009. The table does not give effect to prepayments or extensions of loans as a result of changes in general market interest rates. Moreover, it does not account for timing differences that occur during periods of repricing. For example, changes to deposit rates traditionally tend to lag in a rising rate environment and lead in a falling rate environment, although this will not always be the case. Nor does it account for the effects of competition on pricing of deposits and loans. For example, under current market conditions, market rates paid on deposits may not be able to adjust by the full amount of downward adjustments in the federal funds target rate, while rates on loans will tend to adjust by the full amount, subject to certain limitations. During 2009, the Company began to place interest rate floors on its commercial floating rate loans.

Interest Rate Sensitivity Gap Analysis
December 31, 2009

 
  Expected Repricing or Maturity Date  
 
  Within
One Year
  One to
Three Years
  Three to
Five Years
  After
Five Years
  Total  
 
  (dollars in thousands)
 

Assets

                               
 

Federal funds sold

  $ 938   $   $   $   $ 938  
 

Interest-bearing deposits in other banks

    9,729                 9,729  
 

Investment securities(1)

    1,657     3,796     2,641     15,683     23,777  
 

Loans

    79,905     84,824     33,214     17,000     214,943  
                       

Total interest-earning assets

    92,229     88,620     35,855     32,683     249,387  
                       

Liabilities

                               
 

Savings and NOW Accounts

    860     1,720     1,720     12,901     17,201  
 

Money Market Accounts

    2,744     5,489     5,489     41,164     54,886  
 

Certificates of Deposit

    73,667     29,382     5,977         109,026  
 

Short-term borrowings

    500                 500  
 

Long-term borrowings

    5,000     5,000             10,000  
 

Junior subordinated debentures

        6,186             6,186  
                       

Total interest-bearing liabilities

    82,771     47,777     13,186     54,065     197,799  
                       

Interest rate sensitivity gap

  $ 9,458   $ 40,843   $ 22,669   $ (21,382 ) $ 51,588  
                       

Cumulative interest rate sensitivity gap

  $ 9,458   $ 50,301   $ 72,970   $ 51,588        
                         

Cumulative gap ratio as a percentage of total assets

    3.66 %   19.45 %   28.22 %   19.95 %      
                         

(1)
Excludes equity securities.

11


        In addition to the Interest Rate Sensitivity Gap Analysis, the Company also uses an earnings simulation model on a quarterly basis to closely monitor interest sensitivity and to expose its balance sheet and income statement to different scenarios. The model is based on period end Company data and adjusted by assumptions as to growth patterns, noninterest income and noninterest expense and interest rate sensitivity, based on historical data, for both assets and liabilities projected for a one-year period. The model is then subjected to a "shock test" assuming a sudden interest rate increase of 200 basis points or a decrease of 200 basis points, but not below zero. The results show that with a 200 basis point rise in interest rates, the Company's net interest income would decline by 1.92%. However, a decrease in interest rates of 200 basis points was not considered to be feasible since this would imply that the Federal funds rate would fall below zero.

        Certain shortcomings are inherent in this method of analysis. For example, although certain assets and liabilities may have similar maturities or repricing periods, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the loan. Further, in the event of a change in interest rates, prepayment and early withdrawal levels could deviate significantly from those assumed. Finally, the ability of many borrowers to service their debt may decrease in the event of a significant interest rate increase.

Investment Portfolio

        The investment portfolio is used as a source of interest income, credit risk diversification and liquidity, as well as to manage rate sensitivity and provide collateral for secured public funds, repurchase agreements and other short-term borrowings. Management has historically emphasized investments with a weighted-average life of seven years or less to provide greater flexibility in managing the balance sheet in changing interest rate environments. At December 31, 2009, U.S. Treasury and other U.S. government agencies and corporations had a weighted-average life of 3.25 years, while the mortgage-backed debt securities had a weighted-average life of 6.50 years, and the municipal securities had a weighted-average life of 8.17 years, giving the total investment portfolio a weighted-average life of 6.73 years. The average tax-equivalent yield earned on the investment portfolio for 2009, 2008 and 2007 was 4.66%, 5.29%, 5.22%, respectively. The mortgage-backed securities portfolio does not include any subprime or Alt-A type investments, which would carry a higher degree of risk. The municipal securities portfolio includes three (3) bonds aggregating $611,000, with an aggregated unrealized loss of $7,000, that are no longer rated by S&P or Moody's. These bonds have enhanced credit insurance from various insurance companies, the credit ratings of which have been downgraded. The Company feels comfortable with the exposure to these bonds at this time.

        The Company had no investments that were obligations of the issuer, or payable from or secured by a source of revenue or taxing authority of the issuer, whose aggregate book value exceeded 10% of shareholders' equity at December 31, 2009.

        The following tables set forth certain information regarding the Company's investment portfolio at the dates indicated.

12


Available-for-Sale Portfolio

 
  December 31,  
 
  2009   2008   2007  
 
  Amortized
Cost
  Estimated
Fair
Value
  Weighted
Average
Yield
  Amortized
Cost
  Estimated
Fair
Value
  Weighted
Average
Yield
  Amortized
Cost
  Estimated
Fair
Value
  Weighted
Average
Yield
 
 
  (dollars in thousands)
 

U.S. Treasury and other U.S. government agencies and corporations:

                                                       
 

Due within one year

  $ 490   $ 493     4.46 % $   $       $ 1,495   $ 1,494     5.09 %
 

Due after one year through five years

    1,391     1,415     4.03 %   2,283     2,302     4.81 %   3,549     3,549     4.96 %
 

Due after five years through ten years

    497     526     5.00 %   645     650     5.00 %   718     703     4.99 %

States and political subdivisions:

                                                       
 

Due after one year through five years

                            200     194     4.64 %
 

Due after five years through ten years

    910     909     5.47 %   405     392     5.25 %   3,186     3,197     5.57 %
 

Due after ten years

    6,935     6,942     5.90 %   5,281     5,094     5.93 %   6,435     6,406     5.94 %

Mortgage-backed debt securities

    13,478     13,492     3.63 %   11,178     11,302     5.11 %   11,666     11,669     4.77 %

Equity securities

    300     300     %   300     300         300     300      
                                       

  $ 24,001   $ 24,077     4.38 % $ 20,092   $ 20,040     5.21 % $ 27,549   $ 27,512     5.13 %
                                       

Loan Portfolio

        The Company makes real estate construction and land development, real estate mortgage, commercial and industrial, and consumer loans. The real estate mortgage loans are generally secured by the property and have a maximum loan to value ratio at origination of 75% and generally a term of one to five years. The Company does not make it a practice of establishing an interest reserve account as part of the loan funding amount. The commercial and industrial loans consist of secured and unsecured loans. The unsecured commercial loans are made based on the financial strength of the borrower and usually require personal guarantees from the principals of the business. The collateral for the secured commercial loans may be equipment, accounts receivable, marketable securities or deposits in the Bank. These loans typically have a maximum loan to value ratio at origination of 75% and a term of one to five years. The consumer loan category consists of secured and unsecured loans. The unsecured consumer loans are made based on the financial strength of the individual borrower. The collateral for secured consumer loans may be marketable securities, automobiles, recreational vehicles or deposits in the Bank. The usual term for these loans is three to five years.

13


        The following table sets forth the distribution of the Company's loan portfolio at the dates indicated by category of loan and the percentage of loans in each category to total loans.

 
  December 31,  
 
  2009   2008   2007   2006   2005  
 
  (dollars in thousands)
   
 

Real estate—construction and land development

  $ 15,726     7 % $ 17,049     8 % $ 28,077     13 % $ 30,183     17 % $ 29,140     19 %
                                           

Real estate—mortgage loans:

                                                             
 

Secured by 1 to 4 family residential properties

    36,369     17 %   36,986     17 %   38,414     18 %   34,194     20 %   31,128     20 %
 

Secured by multi-family (5 or more) residential properties

    12,348     6 %   8,856     4 %   5,926     3 %   4,640     3 %   3,942     3 %
 

Secured by commercial properties

    106,378     49 %   105,637     51 %   101,920     49 %   73,582     42 %   60,087     39 %
 

Secured by farm land

    6,995     3 %   6,747     3 %   5,570     3 %   4,302     2 %   2,836     2 %
                                           
   

Total real estate—mortgage loans

    162,090     75 %   158,226     75 %   151,830     73 %   116,718     67 %   97,993     64 %
                                           

Loans to farmers

    46         48         50                 756      

Commercial and industrial loans

    35,351     17 %   34,779     16 %   27,281     13 %   24,806     14 %   25,140     16 %

Loans to individuals for household, family and other personal expenditures

    1,730     1 %   1,738     1 %   1,773     1 %   2,247     2 %   2,312     1 %
                                           

Total loans

  $ 214,943     100 %   211,840     100 %   209,011     100 %   173,954     100 %   155,341     100 %

Less allowance for loan losses

    (3,127 )         (3,120 )         (2,640 )         (2,166 )         (1,953 )      
                                                     

Net loans

  $ 211,816         $ 208,720         $ 206,371         $ 171,788         $ 153,388        
                                                     

        As of December 31, 2009, the real estate loan portfolio constituted 82% of the total loan portfolio. While this exceeds the 10% threshold for determining a concentration of credit risk within an industry, we do not consider this to be a concentration with adverse risk characteristics given the diversity of borrowers within the real estate portfolio and other sources of repayment. An industry for this purpose is defined as a group of counterparties that are engaged in similar activities and have similar economic characteristics that would cause their ability to meet contractual obligations to be similarly affected by changes in economic or other conditions. The loan portfolio does not include concentrations of credit risk in loan products that permit the deferral of principal payments or payments that are smaller than normal interest accruals (negative amortization); loans with high loan-to-value ratios; and loans, such as option adjustable-rate mortgages, that may expose the borrower to future increases in repayments that are in excess of increases that would result solely from increases in market interest rates. The Company has $8.66 million and $7.73 million in outstanding balances of interest-only home equity lines of credit at December 31, 2009 and 2008, respectively.

        During 2009, the balance of loans in the construction and land development category was reduced due to the completion of several major projects that were subsequently moved to the commercial and multi-family mortgage categories, along with the Company increasing the credit standards on these types of loans. Over the past three years, the Company intentionally limited the origination of real estate construction and land development loans, raising credit standards, as management believed the market for projects being financed was becoming overheated.

        Under guidance by the federal banking regulators, banks which have concentrations in construction, land development or commercial real estate loans (other than loans for majority owner occupied properties) would be expected to maintain higher levels of risk management and, potentially, higher levels of capital. It is possible that we may be required to maintain higher levels of capital than we would otherwise be expected to maintain as a result of our levels of construction, development and commercial real estate loans, which may require us to obtain additional capital. The Company monitors the level of construction and land development, and non-owner occupied commercial real estate loans in relation to its total risk-weighted capital on at least a quarterly basis. The banking regulators have established guidance limits of 100% and 300% of total risk-weighted capital for construction and land

14



development, and non-owner occupied commercial real estate loans, respectively. These ratios as of December 31, 2009 were 63.17% for construction and land development loans and 218.84% for non-owner occupied commercial real estate loans. While our level of loans in these areas is below the percentages established in the regulatory guidance, there can be no assurance that we will not be required to maintain higher levels of capital as a result of our concentration of loans.

Maturity and Interest Rate Sensitivity of Loans

        The following table presents the maturities or repricing periods of loans outstanding at December 31, 2009.

 
  Maturing in    
 
 
  One year or less   After 1 through 5 years   After 5 years    
 
 
  Fixed Interest Rates   Variable Interest Rates   Fixed Interest Rates   Variable Interest Rates   Fixed Interest Rates   Variable Interest Rates   Total  
 
  (dollars in thousands)
 

Real estate-construction and land development

  $ 8,470   $ 1,462   $ 5,794   $   $   $   $ 15,726  

Real estate-mortgage

   
29,252
   
17,971
   
99,656
   
907
   
12,898
   
1,405
   
162,089
 

Loans to farmers

   
46
   
   
   
   
   
   
46
 

Commercial and industrial loans

   
14,298
   
7,398
   
11,088
   
   
2,567
   
   
35,351
 

Loans to individuals for household, family and other personal expenditures

   
504
   
504
   
593
   
   
130
   
   
1,731
 
                               

Total

  $ 52,570   $ 27,335   $ 117,131   $ 907   $ 15,595   $ 1,405   $ 214,943  
                               

Allowance for Loan Losses

        The Company makes provisions for loan losses in amounts deemed necessary to maintain the allowance for loan losses at an appropriate level. The provision for loan losses is determined based upon management's estimate of the amount required to maintain an adequate allowance for loan losses reflective of the risks in the Company's loan portfolio. The Company's provision for loan losses in 2009, 2008 and 2007 were $1.18 million, $935,000 and $491,000, respectively. The increase in the provision for loan losses in 2009 compared to 2008 and 2007 is primarily due to the increase in net charge-offs incurred in 2009 of $1.17 million as compared to $455,000 in 2008 and $17,000 in 2007, in addition to the loan portfolio growth in 2008. During 2009, average loans remained relatively constant at $210.22 million, while average loans increased by $16.77 million during 2008. At December 31, 2009, the allowance for loan losses was $3.12 million or 1.45% of total loans.

        The Company prepares a quarterly analysis of the allowance for loan losses, with the objective of quantifying portfolio risk into a dollar amount of inherent losses. The determination of the allowance for loan losses is based on eight qualitative factors and one quantitative factor for each category and type of loan along with any specific allowance for adversely classified loans within each category. Each factor is assigned a percentage weight and that total weight is applied to each loan category. Factors are different for each category. Qualitative factors include: levels and trends in delinquencies and nonaccrual loans; trends in volumes and terms of loans; effects of any changes in lending policies, the experience, ability and depth of management; national and local economic trends and conditions; concentrations of credit; quality of the Company's loan review system; and regulatory requirements. The total allowance required thus changes as the percentage weight assigned to each factor is increased or decreased due to the particular circumstances, as the various types and categories of loans change as

15



a percentage of total loans and as specific allowances are required due to increases in adversely classified loans. See Note 1 to the consolidated financial statements for additional information regarding the determination of the provision and allowance for loan losses.

        The Company follows the guidance of the Financial Accounting Standards Board ("FASB") Accounting Standards Codification ("ASC") Topic 450 Contingencies and ASC Topic 310 Receivables. This guidance requires that losses be accrued when they are probable of occurring and estimable and requires that impaired loans, within its scope, be measured based on the present value of expected future cash flows discounted at the loan's effective interest rate, except that as a practical expedient, a creditor may measure impairment based on a loan's observable market price, or the fair value of the collateral if the loan is collateral dependent. This guidance excludes smaller balance and homogeneous loans, which are collectively evaluated for impairment, from impairment reporting. Therefore, the Company has designated consumer and residential mortgage loans to be excluded for this purpose. From the remaining loan portfolio, loans rated as doubtful or worse, classified as nonaccrual, and troubled debt restructurings may be evaluated for impairment. Slow payment on a loan is considered, by the Company, to only be a minimum delay.

        Loans are evaluated for nonaccrual status when principal or interest is delinquent for 90 days or more and are placed on nonaccrual status when a loan is specifically determined to be impaired. Any unpaid interest previously accrued on those loans is reversed from income. Any interest payments subsequently received are recognized as income unless, in management's opinion, a potential for loss remains. Interest payments received on loans, where management believes a potential for loss remains, are applied as a reduction of the loan principal balance.

        Management believes that the allowance for loan losses is adequate. There can be no assurance, however, that adjustments to the provision for loan losses will not be required in the future. Changes in the economic assumptions underlying management's estimates and judgments; adverse developments in the economy, on a national basis or in the Company's market area; or changes in the circumstances of particular borrowers are criteria that could change and make adjustments to the provision for loan losses necessary.

16


        The following table reflects activity in the allowance for loan losses for the periods indicated.

 
  December 31,  
 
  2009   2008   2007   2006   2005  
 
  (dollars in thousands)
 

Average total loans outstanding during year

  $ 210,224   $ 211,806   $ 195,040   $ 162,562   $ 145,488  
                       

Balance at beginning of year

  $ 3,120   $ 2,640   $ 2,166   $ 1,953   $ 1,503  
                       

Recoveries of loans previously charged-off—commercial and industrial

    4     10              

Loans charged-off—real estate construction

    (90 )                

Loans charged-off—commercial real estate

    (596 )   (76 )            

Loans charged-off—residential real estate

        (6 )            

Loans charged-off—commercial and industrial

    (474 )   (378 )            

Loans charged-off—consumer

    (12 )   (5 )   (17 )        
                       

Net charge-offs

    (1,168 )   (455 )   (17 )        
                       

Provision charged to operating expenses

    1,175     935     491     213     450  
                       

Balance at end of year

  $ 3,127   $ 3,120   $ 2,640   $ 2,166   $ 1,953  
                       

Ratios of net charge-offs to average loans

    0.56 %   0.21 %   0.01 %   0.00 %   0.00 %
                       

Problem Assets

        The following table reflects the Company's problem assets at the dates indicated. Except as reflected in the table, there were no other interest-bearing assets at December 31, 2009 classifiable as nonaccrual, 90 days past due, restructured or problem assets, and no loans which were currently performing in accordance with their terms, but as to which information known to management caused it to have serious doubts about the ability of the borrower to comply with the loan as currently written.

 
  December 31,  
 
  2009   2008   2007   2006   2005  
 
  (dollars in thousands)
 

Nonperforming loans:

                               
 

Nonaccrual—real estate construction

  $ 103   $   $   $   $  
 

Nonaccrual—real estate mortgage

    840     1,103     309          
 

Nonaccrual—commercial and industrial

        94         36     8  
 

Nonaccrual—consumer

            1     24      
                       

Total nonperforming loans

  $ 943   $ 1,197   $ 310   $ 60   $ 8  
                       

Foreclosed properties:

                               
 

Foreclosed properties—residential real estate

    495     363              
                       

Total foreclosed properties

    495     363              
                       

Total nonperforming assets

  $ 1,438   $ 1,560   $ 310   $ 60   $ 8  
                       

Nonperforming assets to total loans and foreclosed properties at period end

    0.67 %   0.74 %   0.15 %   0.03 %   0.01 %

Nonperforming assets to total assets at period end

    0.56 %   0.61 %   0.12 %   0.03 %   0.00 %

Allowance for loan losses to nonperforming loans at period end

    331.60 %   260.65 %   851.61 %   3,610.00 %   24,412.50 %

17


        The allocation of the allowance, presented in the following table, is based primarily on the factors discussed above in evaluating the adequacy of the allowance as a whole. Since all of those factors are subject to change, the allocation is not necessarily indicative of the category of future loan losses, and does not restrict the use of the allowance to absorb losses in any category.

Allocation of Allowance for Loan Losses

 
  December 31,  
 
  2009   % of
Loans
  2008   % of
Loans
  2007   % of
Loans
  2006   % of
Loans
  2006   % of
Loans
 
 
  (dollars in thousands)
 

Real estate-construction and land development

  $ 195     7 % $ 333     8 % $ 240     13 % $ 218     17 % $ 318     19 %

Real estate-mortgage

    2,296     75 %   2,278     75 %   1,774     73 %   1,509     67 %   1,171     64 %

Commercial and industrial loans

    617     17 %   472     16 %   532     13 %   400     14 %   408     16 %

Loans to individuals for household, family and other personal expenditures

    19     1 %   37     1 %   94     1 %   39     2 %   56     1 %
                                           

  $ 3,127     100 % $ 3,120     100 % $ 2,640     100 % $ 2,166     100 % $ 1,953     100 %
                                           

Deposits

        The principal sources of funds for the Company are core deposits (demand deposits, interest-bearing transaction accounts, money market accounts, savings deposits and certificates of deposit) from the Company's market area. The Company's deposit base includes transaction accounts, time and savings accounts and other accounts that customers use for cash management purposes and which provide the Company with a source of fee income and cross-marketing opportunities as well as a low-cost source of funds. Time and savings accounts, including money market deposit accounts, also provide a relatively stable low-cost source of funding.

        Approximately 49.7% and 60.0% of the Company's deposits at December 31, 2009 and 2008 are made up of time deposits, which are generally the most expensive form of deposit because of their fixed rate and term. Time deposits in denominations of $100,000 or more can be more volatile and more expensive than time deposits of less than $100,000. However, because the Bank focuses on relationship banking, and most of these deposits are obtained from the local community, historical experience has been that large time deposits have not been more volatile or significantly more volatile or expensive than smaller denomination certificates. The Company does not have any brokered deposits as of December 31, 2009, 2008 or 2007.

        The following tables provide a summary of the Company's deposit base at the dates indicated and the maturity distribution of certificates of deposit of $100,000 or more as of December 31, 2009, 2008, and 2007.

18


Average Deposits and Average Rate

 
  December 31,  
 
  2009   2008   2007  
 
  Average
Daily
Balance
  Average
Rate
  Average
Daily
Balance
  Average
Rate
  Average
Daily
Balance
  Average
Rate
 
 
  (dollars in thousands)
 

Noninterest-bearing demand deposits

  $ 36,134       $ 35,009       $ 32,809      

Interest-bearing demand deposits:

                                     
 

NOW accounts

    13,296     0.20 %   11,490     0.32 %   12,308     0.18 %
 

Money market accounts

    45,713     1.17 %   40,234     1.86 %   34,614     2.79 %
 

Savings accounts

    4,398     0.16 %   3,966     0.50 %   3,095     0.48 %
 

Certificates of deposit:

                                     
   

$100,000 or more

    50,483     3.22 %   58,214     4.18 %   64,855     4.81 %
   

Less than $100,000

    71,497     3.08 %   72,133     4.12 %   68,244     4.71 %
                           
     

Total average deposits

  $ 221,521     3.31 % $ 221,046     3.32 % $ 215,925     3.40 %
                           

Maturities of Certificates of Deposit—$100,000 or More

 
  December 31,  
 
  2009   2008   2007  
 
  (dollars in thousands)
 

Maturing in:

                   
 

3 months or less

  $ 13,247   $ 10,992   $ 12,924  
 

Over 3 months through 6 months

    5,049     7,989     13,804  
 

Over 6 months through 12 months

    9,128     25,471     18,087  
 

Over 12 months

    15,328     13,383     15,741  
               

  $ 42,752   $ 57,835   $ 60,556  
               

Borrowings

        For liquidity purposes and for customer convenience, the Company also utilizes short-term borrowings, which includes federal funds lines of credit to purchase overnight funds from correspondent banks and an unsecured line of credit for Bancorp. The Company also offers retail repurchase agreements, which are securities sold under an agreement to repurchase, which is considered to be a short-term borrowing. There were no retail repurchase agreements outstanding at December 31, 2009, 2008 or 2007. The following table set forth certain information regarding the Company's short-term borrowings at the dates indicated.

Short-Term Borrowings

 
  2009   2008   2007  
 
  (dollars in thousands)
 

Total outstanding at year-end

  $ 500   $   $  

Average amount outstanding during the year

  $ 184   $ 749   $ 31  

Maximum amount outstanding at any month-end

  $ 500   $ 4,000   $ 450  

Weighted-average interest rate at year-end

    4.25 %        

Weighted-average interest rate during the year

    4.35 %   2.40 %   6.45 %

19


        The short-term borrowings at December 31, 2009 consist of an unsecured revolving line of credit borrowing arrangement from an unaffiliated financial institution in the amount of $500,000 at a floating interest rate equal to the Wall Street Journal prime rate plus 0.50%, subject to a minimum rate of 4.25% that matures on July 22, 2010. The Company's unused lines of credit for short-term borrowings totaled $7.50 million and $7.00 million at December 31, 2009 and 2008, respectively. These include an unsecured line of credit from an unaffiliated financial institution for Bancorp in the amounts of $3.50 million and $3.00 million as of December 31, 2009 and 2008, respectively, and an unsecured federal funds line of credit from an unaffiliated financial institution for the Bank in the amount of $4.00 million at December 31, 2009 and 2008.

Long-Term Borrowings

        At December 31, 2009 and 2008, the Company had $10.00 million in borrowings under its credit facility from the Federal Home Loan Bank of Atlanta ("FHLB"). There are two advances in the amounts of $5.00 million each, each bearing interest at a rate of 4.56%, one (1) having a maturity of April 27, 2012 and the other is a convertible advance with a maturity of September 4, 2012, unless called on September 4, 2010, by the FHLB. Outstanding advances are secured by collateral consisting of a blanket lien on qualifying loans in the Bank's residential mortgage loan portfolio.

Trust Preferred Securities/Junior Subordinated Debentures

        In December 2006, Bancorp completed the private placement of an aggregate of $6.00 million of trust preferred securities through FCBI Statutory Trust I (the "Trust"), a newly formed trust subsidiary organized under Connecticut law, of which Bancorp owns all $186,000 of the common securities. The principal asset of the Trust is $6.186 million of Bancorp's junior subordinated debentures. The junior subordinated debentures bear interest at a fixed rate of 6.5375% until December 15, 2011, at which time the interest rate becomes a variable rate, adjusted quarterly, equal to 163 basis points over three-month LIBOR. The junior subordinated debentures mature on December 15, 2036, and may be redeemed at par, at Bancorp's option, on any interest payment date commencing December 15, 2011. The securities are redeemable prior to December 15, 2011, at a premium ranging up to 103.525% of the principal amount thereof, upon the occurrence of certain regulatory or legal events. The obligations of Bancorp with respect to the Trust's preferred securities constitute a full and unconditional guarantee by Bancorp of Trust's obligations with respect to the trust preferred securities to the extent set forth in the related guarantee. Subject to certain exceptions and limitations, Bancorp may elect from time to time to defer interest payments on the junior subordinated debentures, resulting in a deferral of distribution payments on the related trust securities. The proceeds from this issuance were used to repay a $450,000 short-term debt obligation that matured in January 2007, capital injections of $4.50 million into the Bank, and the remaining proceeds were used to supplement the Company's capital for continued growth and other general corporate purposes. The trust preferred securities may be included in Tier 1 capital for regulatory capital adequacy purposes up to 25% of Tier 1 capital, net of goodwill, after its inclusion. The portion of the trust preferred securities not qualifying as Tier 1 capital may be included as part of total qualifying capital in Tier 2 capital, subject to limitation. At December 31, 2009, all of the trust preferred securities qualified as Tier 1 capital.

Capital Resources

        The ability of the Company to grow is dependent on the availability of capital with which to meet regulatory capital requirements, discussed below. To the extent the Company is successful it may need to acquire additional capital through the sale of additional common stock, other qualifying equity instruments, subordinated debt or other qualifying capital instruments. There can be no assurance that additional capital will be available to the Company on a timely basis or on attractive terms. On December 15, 2006, the Company completed the issuance of $6.00 million of trust preferred securities,

20



as discussed above that can be recognized as capital for regulatory purposes. The Company has an unsecured revolving line of credit borrowing arrangement with an unaffiliated financial institution in the amount of $4.00 million with a $500,000 outstanding balance as of December 31, 2009, but no outstanding balance as of December 31, 2008. This facility matures on July 22, 2010, has a floating interest rate equal to the Wall Street Journal prime rate plus 0.50%, subject to a minimum rate of 4.25%, and requires monthly interest payments only. The purpose of this facility is to provide capital to the Bank, as needed. The Company does not anticipate any issues with the renewal of this credit facility.

        The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. The Company will be subject to additional requirements when its assets exceed $500 million, it has publicly issued debt or it engages in certain highly leveraged activities. 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 Company's consolidated financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of 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 total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and Tier 1 capital (as defined) to average assets (as defined). Management believes that the Bank met all capital adequacy requirements to which it is subject as of December 31, 2009 and that the Company would meet such requirements if applicable. See Note 13 to the consolidated financial statements for a table depicting compliance with regulatory capital requirements.

        As of December 31, 2009, the most recent notification from the regulatory agency 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, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table in Note 13 to the consolidated financial statements. There are no conditions or events since that notification which management believes have changed the Bank's category.

        On June 26, 2007, the Company authorized the repurchase of up to 146,000 shares of its common stock, for an aggregate expenditure of not more than $4.50 million, through June 30, 2012, or earlier termination of the program by the Board of Directors. Repurchases, if any, by the Company pursuant to this authorization are expected to enable the Company to repurchase its shares at an attractive price, and to provide a source of liquidity for the Company's shares. As of December 31, 2009, there have been no shares repurchased by the Company.

        The Company announced on January 27, 2009 that it has decided not to participate in the U.S. Treasury Department's TARP Capital Purchase Program. The Treasury Department recently primarily approved an investment in the Company of up to $7.016 million in new capital under the TARP Program. The Capital Purchase Program has only been made available to sound financial institutions meeting or exceeding strict qualifying criteria.

        The Bank's capital ratios significantly exceed the regulatory requirements for well capitalized banks, with its ratios of 12.80% and 11.55% for Total Risk-Based Capital and Tier 1 Capital, respectively, compared to the regulatory minimums of 10.00% and 6.00%. Management of the Company believes that its level of existing capital is adequate to support continued successful implementation of the Company's business plan without the need for government capital assistance, since participation in the Capital Purchase Program also includes certain long-term restrictions and

21



costs, as well as continuing to carry negative public perceptions. In light of regulatory pressures on substantially all banks, and the Company's desire, to maintain capital levels in excess of the minimum requirements for well capitalized status, the Company has relatively little room for asset growth without an additional capital infusion, through borrowing or through the issuance of additional capital stock.

Inflation

        The effect of changing prices on financial institutions is typically different than on non-banking companies since virtually all of a bank's assets and liabilities are monetary in nature. In particular, interest rates are significantly affected by inflation, but neither the timing nor magnitude of the changes are directly related to price level indices; therefore, the Company can best counter inflation over the long term by managing net interest income and controlling net increases in noninterest income and expenses.

Off-Balance Sheet Arrangements

        With the exception of the Company's obligations in connection with its trust preferred securities and in connection with its irrevocable letters of credit and loan commitments, the Company has no other off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on the Company's financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources, that is material to investors. For additional information on off-balance sheet arrangements, please see "Note 1—Nature of Operations and Significant Accounting Policies—Recent Accounting Pronouncements," "Note 9—Leasing Arrangements," "Note 16—Transactions with Related Parties—Lease Agreement" and "Note 17—Commitment and Contingencies" to the consolidated financial statements.

22



MANAGEMENT'S REPORT ON INTERNAL CONTROL OVER FINANCIAL REPORTING

        Management of Frederick County Bancorp, Inc. is responsible for establishing and maintaining adequate internal control over financial reporting. The Company's internal control over financial reporting is a process designed to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with accounting principles generally accepted in the United States of America. The Company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records, that in reasonable detail, accurately and fairly reflect the transactions and disposition of the Company's assets; (2) provide reasonable assurance that transactions are recorded as necessary to permit the preparation of the financial statements in accordance with generally accepted accounting principles and that receipts and expenditures of the Company are being made only in accordance with the authorizations of Company's management and directors; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use or disposition of the Company's assets that could have a material impact on the financial statements. The internal control system contains monitoring mechanisms, and appropriate actions taken to correct identified deficiencies. The Audit Committee of the Board of Directors (the "Committee"), is comprised entirely of outside directors who are independent of management. The Committee is responsible for the appointment and compensation of the independent auditors and makes decisions regarding the appointment or removal of members of the internal audit function. The Committee meets periodically with management, the independent registered public accounting firm, and the internal auditors to ensure that they are carrying out their responsibilities. The Committee is also responsible for performing an oversight role by reviewing and monitoring the financial, accounting, and auditing procedures of the Company in addition to reviewing the Company's financial reports. The independent registered public accounting firm and the internal auditors have full and unlimited access to the Audit Committee, with or without the presence of management, to discuss the adequacy of internal control over financial reporting, and any other matters which they believe should be brought to the attention of the Audit Committee.

        There are inherent limitations in the effectiveness of any internal control system, including the possibility of human error and the circumvention or overriding of internal controls. Accordingly, even effective internal control over financial reporting can provide only reasonable assurance with respect to financial statement preparation. In addition, because of changes in conditions and circumstances, the effectiveness of internal control over financial reporting may vary over time and controls may become inadequate, and the degree of compliance with the policies and procedures may deteriorate, over time.

        Under the supervision and with the participation of management, including the Chief Executive Officer and the Chief Financial Officer, the Company conducted an evaluation of the effectiveness of the internal control over financial reporting based on the framework in "Internal Control-Integrated Framework" promulgated by the Committee of Sponsoring Organizations of the Treadway Commission, commonly referred to as the "COSO" criteria. Based on this evaluation under the "COSO" criteria, management concluded that the Company's internal control over financial reporting was effective as of December 31, 2009. Management's assessment concluded that there were no material weaknesses within the Company's internal control over financial reporting.

        There was no change in the Company's internal control over financial reporting that occurred during the fourth quarter of 2009 that has materially affected or is likely to materially affect, the Company's internal control over financial reporting.

        This annual report does not include an attestation report of the Company's registered public accounting firm regarding internal control over financial reporting. Management's report was not subject to attestation by the Company's registered public accounting firm pursuant to temporary rules of the Securities and Exchange Commission that permit the Company to provide only management's report in this annual report.

23



DISCLOSURE CONTROLS AND PROCEDURES

        The Company's management, under the supervision and with the participation of the Chief Executive Officer and Chief Financial Officer, evaluated, as of the last day of the period covered by this report, the effectiveness of the design and operation of the Company's disclosure controls and procedures, as defined in Rule 13a-15 under the Securities Exchange Act of 1934. Based on that evaluation, the Chief Executive Officer and Chief Financial Officer concluded that the Company's disclosure controls and procedures were effective.

24


GRAPHIC

Report of Independent Registered Public Accounting Firm

To the Shareholders and Board of Directors
Frederick County Bancorp, Inc.
Frederick, Maryland

        We have audited the accompanying consolidated balance sheets of Frederick County Bancorp, Inc. and Subsidiaries (the "Company") as of December 31, 2009 and 2008, and the related consolidated statements of income, changes in shareholders' equity and cash flows for the years then ended. These consolidated financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.

        We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company's internal control over financial reporting. Accordingly, we express no such opinion. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.

        In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Frederick County Bancorp, Inc. and Subsidiaries as of December 31, 2009 and 2008, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.

GRAPHIC

Baltimore, Maryland
February 24, 2010

25



Frederick County Bancorp, Inc. and Subsidiaries

Consolidated Balance Sheets

 
  December 31,  
 
  2009   2008  
 
  (dollars in thousands)
 

Assets

             

Cash and due from banks

  $ 1,447   $ 808  

Federal funds sold

    938     1,091  

Interest-bearing deposits in other banks

    9,729     14,156  
           
 

Cash and cash equivalents

    12,114     16,055  
           

Investment securities available-for-sale—at fair value

    24,077     20,040  

Restricted stock

    1,566     1,599  

Loans

    214,943     211,840  

Less: Allowance for loan losses

    (3,127 )   (3,120 )
           
 

Net loans

    211,816     208,720  
           

Bank premises and equipment

    4,997     5,221  

Accrued interest and other assets

    3,989     2,927  
           
 

Total assets

  $ 258,559   $ 254,562  
           

Liabilities and Shareholders' Equity

             

Liabilities

             

Deposits:

             
 

Noninterest-bearing deposits

  $ 38,199   $ 32,740  
 

Interest-bearing deposits

    181,113     184,143  
           
   

Total deposits

    219,312     216,883  
           

Short-term borrowings

    500      

Long-term borrowings

    10,000     10,000  

Junior subordinated debentures

    6,186     6,186  

Accrued interest and other liabilities

    811     881  
           
 

Total liabilities

    236,809     233,950  
           

Commitments and Contingencies (Notes 9, 16, and 17)

             

Shareholders' Equity

             

Common stock, per share par value $0.01; 10,000,000 shares authorized;
1,461,802 and 1,460,802 shares issued and outstanding, respectively

    15     15  

Additional paid-in capital

    14,702     14,690  

Retained earnings

    6,987     5,939  

Accumulated other comprehensive income (loss)

    46     (32 )
           
 

Total shareholders' equity

    21,750     20,612  
           
 

Total liabilities and shareholders' equity

  $ 258,559   $ 254,562  
           

See Notes to Consolidated Financial Statements.

26



Frederick County Bancorp, Inc. and Subsidiaries

Consolidated Statements of Income

 
  Years Ended December 31,  
 
  2009   2008  
 
  (dollars in thousands,
except per share amounts)

 

Interest income:

             
 

Interest and fees on loans

  $ 13,073   $ 14,038  
 

Interest and dividends on investment securities:

             
   

Taxable

    590     769  
   

Tax exempt

    239     343  
   

Dividends

    49     81  
 

Interest on federal funds sold

    2     193  
 

Other interest income

    48     56  
           
   

Total interest income

    14,001     15,480  
           

Interest expense:

             
 

Interest on deposits

    4,400     6,230  
 

Interest on short-term borrowings

    8     18  
 

Interest on long-term borrowings

    462     464  
 

Interest on junior subordinated debentures

    404     404  
           
   

Total interest expense

    5,274     7,116  
           

Net interest income

    8,727     8,364  

Provision for loan losses

    1,175     935  
           

Net interest income after provision for loan losses

    7,552     7,429  
           


Noninterest income:


 

 

 

 

 

 

 
 

Securities gains

    235     26  
 

(Loss) gain on sale of foreclosed properties

    (37 )   15  
 

Service fees

    371     272  
 

Other operating income

    206     263  
           
   

Total noninterest income

    775     576  
           

Noninterest expenses:

             
 

Salaries and employee benefits

    3,729     3,802  
 

Occupancy and equipment expenses

    1,288     1,224  
 

Other operating expenses

    1,774     1,500  
           
   

Total noninterest expenses

    6,791     6,526  
           

Income before provision for income taxes

    1,536     1,479  

Provision for income taxes

    488     441  
           

Net income

  $ 1,048   $ 1,038  
           

Basic earnings per share

  $ 0.72   $ 0.71  
           

Diluted earnings per share

  $ 0.71   $ 0.69  
           

Basic weighted average number of shares outstanding

    1,461,079     1,460,670  
           

Diluted weighted average number of shares outstanding

    1,475,068     1,503,372  
           

See Notes to Consolidated Financial Statements.

27



Frederick County Bancorp, Inc. and Subsidiaries

Consolidated Statements of Changes in Shareholders' Equity

 
  Years Ended December 31, 2009 and 2008  
 
  Shares
Outstanding
  Common
Stock
  Additional
Paid-In
Capital
  Retained
Earnings
  Accumulated
Other
Comprehensive
Income (Loss)
  Total
Shareholders'
Equity
 
 
  (dollars in thousands)
 

Balance, January 1, 2008

    1,460,602   $ 15   $ 14,687   $ 4,901   $ (23 ) $ 19,580  

Comprehensive income:

                                     

Net income

                      1,038           1,038  

Reclassification adjustment for (gains) losses realized, net of income taxes of $10

                            (16 )   (16 )

Changes in net unrealized gains (losses) on securities available for sale, net of income taxes of $4

                            7     7  
                                     
 

Total comprehensive income

                                  1,029  

Shares issued under stock option transactions

    200           2                 2  

Excess tax benefit from equity-based awards

                1                 1  
                           

Balance, December 31, 2008

    1,460,802     15     14,690     5,939     (32 )   20,612  

Comprehensive income:

                                     

Net income

                      1,048           1,048  

Reclassification adjustment for (gains) losses realized, net of income taxes of $93

                            (142 )   (142 )

Changes in net unrealized gains (losses) on securities available for sale, net of income tax benefits of $144

                            220     220  
                                     
 

Total comprehensive income

                                  1,126  

Shares issued under stock option transactions

    1,000           10                 10  

Compensation expense from stock option transactions

                2                 2  
                           

Balance, December 31, 2009

    1,461,802   $ 15   $ 14,702   $ 6,987   $ 46   $ 21,750  
                           

See Notes to Consolidated Financial Statements.

28



Frederick County Bancorp, Inc. and Subsidiaries

Consolidated Statements of Cash Flows

 
  Years Ended December 31  
 
  2009   2008  
 
  (dollars in thousands)
 

Cash flows from operating activities:

             
 

Net income

  $ 1,048   $ 1,038  
   

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

             
     

Depreciation and amortization

    320     334  
     

Deferred income taxes (benefits)

    58     (216 )
     

Provision for loan losses

    1,175     935  
     

Securities gains

    (235 )   (26 )
     

Net premium amortization on investment securities

    55      
     

Loss (gain) on sale of foreclosed property

    37     (15 )
     

Provision for foreclosed properties

        25  
     

(Increase) decrease in accrued interest and other assets

    (1,005 )   60  
     

Decrease in accrued interest and other liabilities

    (100 )   (116 )
           
     

Net cash provided by operating activities

    1,353     2,019  
           

Cash flows from investing activities:

             
 

Purchases of investment securities available-for-sale

    (16,802 )   (3,053 )
 

Proceeds from sales of investment securities available-for-sale

    8,453     5,040  
 

Proceeds from maturities, prepayments and calls of investment securities available-for-sale

    4,620     5,496  
 

Redemptions (purchases) of restricted stock

    33     (159 )
 

Net increase in loans

    (4,925 )   (3,734 )
 

Purchases of bank premises and equipment

    (96 )   (43 )
 

Proceeds from sale of foreclosed properties

    484     465  
           
     

Net cash (used in) provided by investing activities

    (8,233 )   4,012  
           

Cash flows from financing activities:

             
 

Net increase (decrease) in NOW, money market accounts, savings accounts and noninterest-bearing deposits

    23,585     (760 )
 

Net decrease in time deposits

    (21,156 )   (1,585 )
 

Proceeds from short-term borrowings

    500      
 

Proceeds from issuance of common stock

    10     2  
 

Excess tax benefit from equity-based awards

        1  
           
     

Net cash provided by (used in) financing activities

    2,939     (2,342 )
           

Net (decrease) increase in cash and cash equivalents

    (3,941 )   3,689  

Cash and cash equivalents—beginning of year

    16,055     12,366  
           

Cash and cash equivalents—end of year

  $ 12,114   $ 16,055  
           

Supplemental cash flow disclosure:

             
 

Interest paid

  $ 5,370   $ 7,180  
           
 

Income taxes paid

  $ 380   $ 589  
           
 

Transfer of loans to foreclosed properties

  $ 654   $  
           

See Notes to Consolidated Financial Statements.

29



FREDERICK COUNTY BANCORP, INC. AND SUBSIDIARIES
Notes to Consolidated Financial Statements

Note 1.    Nature of Operations and Significant Accounting Policies:

        Frederick County Bancorp, Inc. (the "Bancorp"), the parent company for its wholly-owned subsidiary Frederick County Bank (the "Bank" and together with Bancorp, the "Company"), was organized in September 2003. The Bank was incorporated under the laws of the State of Maryland in August 2000 and commenced banking operations in October 2001. The Bank provides its customers with various banking services. The Bank offers various loan and deposit products to their customers. The Bank's customers include individuals and commercial enterprises within its principal market area consisting of Frederick County, Maryland. The Company also has a subsidiary trust, established to issue trust preferred securities, and two subsidiaries established to hold foreclosed properties. The two subsidiaries established to hold foreclosed properties are known as FCB Holdings, Inc (a direct subsidiary of Bancorp) and FCB Hagerstown, LLC (an indirect subsidiary of Bancorp). See Note 8 for additional disclosures for the subsidiary trust.

        Additionally, the Bank maintains correspondent banking relationships and transacts daily federal funds sales on an unsecured basis with regional correspondent banks. Note 3 discusses the types of securities the Bank invests in. Note 4 discusses the types of lending that the Bank engages in. The Bank does not have any significant concentrations to any one industry or customer.

        The accounting and reporting policies and practices of the Company conform with accounting principles generally accepted in the United States of America. The following is a summary of the Company's significant accounting policies:

        The Company has evaluated subsequent events for potential recognition and/or disclosure through February 24, 2010, the date the consolidated financial statements were included in this Form 10-K.

Principles of consolidation:

        The accompanying consolidated financial statements include the accounts of the Company and the Bank.

        The Company also has an investment in FCBI Statutory Trust I, a statutory trust that is not consolidated in accordance with Accounting Standards Codification ASC Topic 810 Consolidation. See Note 8.

        In consolidation, all significant intercompany balances and transactions have been eliminated.

Use of estimates:

        The preparation of financial statements 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 these estimates.

Comprehensive income:

        Accounting principles generally require that recognized revenue, expenses, gains, and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income.

30



Presentation of cash flows:

        For purposes of reporting cash flows, cash and cash equivalents includes cash on hand, amounts due from banks (including cash items in process of clearing) and interest-bearing deposits in banks with an original maturity of 90 days or less, and federal funds sold. Generally, federal funds are sold for one-day periods.

Investment securities:

        Securities classified as held-to-maturity are those debt securities the Company has both the intent and ability to hold to maturity regardless of changes in market conditions, liquidity needs or changes in general economic conditions. These securities are carried at cost, adjusted for amortization of premium and accretion of discount, computed using the interest method, over their contractual lives.

        Securities classified as available-for-sale are equity securities with readily determinable fair values and those debt securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell a security classified as available-for-sale would be based on various factors, including significant movement in interest rates, changes in the maturity mix of the Company's assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. These securities are carried at estimated fair value based on information provided by a third party pricing service with any unrealized gains or losses excluded from net income and reported in accumulated other comprehensive income (loss), which is reported as a separate component of shareholders' equity, net of the related deferred tax effect.

        Dividend and interest income, including amortization of premium and accretion of discount arising at acquisition, from all categories of investment securities are included in interest income in the statements of income.

        Gains and losses realized on sales of investment securities, determined using the adjusted cost basis of the specific securities sold, are included in noninterest income in the consolidated statements of income. Additionally, declines in the estimated fair value of individual investment securities below their cost that are other-than-temporary are reflected as realized losses in the statements of income. Factors affecting the determination of whether an other-than-temporary impairment has occurred include a downgrading of the security by a rating agency, a significant deterioration in the financial condition of the issuer, or that management would not have the intent and ability to hold a security for a period of time sufficient to allow for any anticipated recovery in fair value.

        Restricted stock is stock from the Federal Home Loan Bank ("FHLB") of Atlanta, the Federal Reserve Bank and the Atlantic Central Banker's Bank, which are restricted as to their marketability. Because no ready market exists for these investments and they have no quoted market value, the Bank's investment in these stocks are carried at cost.

Loans and allowance for loan losses:

        Loans are carried at the amount of unpaid principal, adjusted for deferred loan fees and origination costs. Interest on loans is accrued based on the principal amounts outstanding. Nonrefundable loan fees and related direct costs are deferred and the net amount is amortized to income as a yield adjustment over the life of the loan using the interest method. When principal or interest is delinquent for ninety days or more, the Company evaluates the loan for nonaccrual status. After a loan is placed on nonaccrual status, all interest previously accrued but not collected is reversed against current period interest income. Subsequent collections of interest payments on nonaccrual loans are recognized as interest income unless ultimate collectability of the loan is in doubt. Cash collections on loans where ultimate collectability remains in doubt are applied as reductions of the loan principal balance and no interest income is recognized until the principal balance has been collected.

31


        The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance is based on two basic principles of accounting: (i) ASC Topic 450 Contingencies, which requires that losses be accrued when they are probable of occurring and estimable and (ii) ASC Topic 310 Receivables, which requires that losses be accrued based on the differences between the loan balance and either the value of collateral, if such loans are considered to be collateral dependent and in the process of collection, or the present value of future cash flows, or the loan's value as observable in the secondary market. A loan is considered impaired when, based on current information and events, it is probable that the Company 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 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.

        The Company's allowance for loan losses has three basic components: the specific allowance, the formula allowance and the pooled allowance. Each of these components is determined based upon estimates that can and do change when the actual events occur. As a result of the uncertainties inherent in the estimation process, management's estimate of loan losses and the related allowance could change in the near term.

        The specific allowance component is used to individually establish an allowance for loans identified for impairment testing. When impairment is identified, a specific reserve may be established based on the Company's calculation of the estimated loss embedded in the individual loan. Impairment testing includes consideration of the borrower's overall financial condition, resources and payment record, support available from financial guarantors and the fair market value of collateral. These factors are combined to estimate the probability and severity of inherent losses. Large groups of smaller balance, homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately evaluate individual consumer and residential loans for impairment.

        The formula allowance component is used for estimating the loss on internally risk rated loans exclusive of those identified as impaired. The loans meeting the Company's internal criteria for classification, such as special mention, substandard, doubtful and loss, as well as impaired loans, are segregated from performing loans within the portfolio. These internally classified loans are then grouped by loan type (commercial, commercial real estate, commercial construction, residential real estate, residential construction or installment). Each loan type is assigned an allowance factor based on management's estimate of the associated risk, complexity and size of the individual loans within the particular loan category. Classified loans are assigned a higher allowance factor than non-classified loans due to management's concerns regarding collectability or management's knowledge of particular elements surrounding the borrower. Allowance factors increase with the worsening of the internal risk rating.

        The pooled formula component is used to estimate the losses inherent in the pools of non-classified loans. These loans are then also segregated by loan type and allowance factors are assigned by management based on delinquencies, loss history, trends in volume and terms of loans, effects of changes in lending policy, the experience and depth of management, national and local economic trends, concentrations of credit, results of the loan review system and the effect of external factors (i.e. competition and regulatory requirements). The allowance factors assigned differ by loan type.

32


        Allowance factors and overall size of the allowance may change from period to period based on management's assessment of the above-described factors and the relative weights given to each factor. In addition, various regulatory agencies periodically review the allowance for loan losses. These agencies may require the Bank to make additions to the allowance for loan losses based on their judgments of collectibility based on information available to them at the time of their examination.

Bank premises and equipment:

        Bank premises and equipment are stated at cost less accumulated depreciation and amortization. The provision for depreciation is computed using straight-line and accelerated methods based on the estimated useful lives of the assets, which range from 5 to 10 years for bank equipment and 39 years for bank buildings. Leasehold improvements are amortized over the lesser of the terms of the leases or their estimated useful lives. Expenditures for improvements, which extend the life of an asset, are capitalized and depreciated over the asset's remaining useful life. Gains or losses realized on the disposition of properties and equipment are reflected in the statements of income. Expenditures for repairs and maintenance are charged to operating expenses as incurred.

Foreclosed properties:

        Foreclosed properties include properties that have been acquired in complete or partial satisfaction of a debt. These properties are initially recorded at fair value on the date of acquisition. Any write-downs at the time of acquisition are charged to the allowance for loan losses. Subsequent to acquisition, a valuation allowance is established, if necessary, to report these assets at the lower of (a) fair value minus estimated costs to sell or (b) cost. Gains and losses realized on the sale, and any adjustments resulting from periodic re-evaluation of this property are included in noninterest income or expense, as appropriate. Net costs of maintaining and operating the properties are expensed as incurred.

Stock-based compensation plan:

        The Company maintains an Employee Stock Option Plan, which is described more fully in Note 10, and provides for grants of incentive and non-incentive stock options. This plan has been presented to and approved by the Company's shareholders.

        Compensation cost for all stock-based awards is measured at fair value on date of grant and recognized over the service period for awards expected to vest. Such value is recognized as expense over the service period, net of estimated forfeitures. The estimation of stock awards that will ultimately vest requires judgment, and to the extent actual results or updated estimates differ from our current estimates, such amounts will be recorded as a cumulative adjustment in the period estimates are revised. We consider many factors when estimating expected forfeitures, including types of awards, employee class, and historical experience.

Income taxes:

        Provisions for income taxes are based on taxes payable or refundable for the current year and deferred taxes on temporary differences between the amount of taxable income and pretax financial income and between the tax bases of assets and liabilities and their reported amounts in the financial statements. Deferred tax assets and liabilities are included in the financial statements at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. In addition, deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that

33



some portion or all of the deferred tax assets will not be realized. We recognize interest and penalties related to income tax matters in income tax expense.

Fair value measurements:

        The Company follows the guidance of ASC Topic 825 Financial Instruments and ASC Topic 820 Fair Value Measurements and Disclosures. This guidance permits entities to measure many financial instruments and certain other items at fair value. The objective is to improve financial reporting by providing entities with the opportunity to mitigate volatility in reported earnings caused by measuring related assets and liabilities differently without having to apply complex hedge accounting provisions. This guidance clarifies that fair value is an exit price, representing the amount that would be received to sell and asset or paid to transfer a liability in an orderly transaction between market participants. Under this guidance, fair value measurements are not adjusted for transaction costs. This guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).

Per share amounts:

        Earnings per share ("EPS") are disclosed as basic and diluted. Basic EPS is generally computed by dividing net income by the weighted-average number of common shares outstanding for the period, whereas diluted EPS essentially reflects the potential dilution in basic EPS, determined using the treasury stock method, that could occur if other contracts to issue common stock were exercised.

 
  Years Ended December 31,  
 
  2009   2008  
 
 
(dollars in thousands,
except per share amounts)
 

Net income

  $ 1,048   $ 1,038  
           

Basic earnings per share

  $ 0.72   $ 0.71  
           

Diluted earnings per share

  $ 0.71   $ 0.69  
           

Basic weighted average number of shares outstanding

    1,461,079     1,460,670  

Effect of dilutive securities—stock options

    13,989     42,702  
           

Diluted weighted average number of shares outstanding

    1,475,068     1,503,372  
           

Transfers of financial assets:

        The Company accounts for transfers and servicing of financial assets in accordance with ASC Topic 860 Transfers and Servicing. Transfers of financial assets are accounted for as sales only when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

Valuation of long-lived assets:

        The Company accounts for the valuation of long-lived assets under ASC Topic 360 Property, Plant and Equipment. This guidance requires that long-lived assets and certain identifiable intangible assets be reviewed for impairment whenever events or changes in circumstances indicate that the carrying

34



amount of an asset may not be recoverable. Recoverability of the long-lived asset is measured by a comparison of the carrying amount of the asset to future undiscounted net cash flows expected to be generated by the asset. If such assets are considered to be impaired, the impairment to be recognized is measured by the amount by which the carrying amount of the assets exceeds the estimated fair value of the assets. Assets to be disposed of are reportable at the lower of the carrying amount or fair value, less costs to sell.

Segment reporting:

        ASC Topic 280 Segment Reporting, requires that an enterprise report selected information about operating segments in its financial reports issued to its shareholders. Based on the analysis performed by the Company, management has determined that the Company only has one operating segment, which is commercial banking. The chief operating decision-makers use consolidated results to make operating and strategic decisions, and therefore, are not required to disclose any additional segment information.

Recent Accounting Pronouncements

        The Financial Accounting Standards Board (FASB) issued new guidance under ASC Topic 805 Business Combinations. This guidance is for business combinations which the acquisition date is on or after December 15, 2008. These business combinations use "acquisition accounting" which recognizes and measures the goodwill acquired in the business combination and defines a bargain purchase, and requires the acquirer to recognize that excess as a gain attributable to the acquirer. The Company adopted this new guidance effective March 31, 2009, and adoption did not have a material impact on the Company's consolidated financial statements.

        The FASB issued new guidance under ASC Topic 810 Consolidation for guidance which establishes accounting and reporting standards for the noncontrolling interest in a subsidiary and for the deconsolidation of a subsidiary. It clarifies that a noncontrolling interest in a subsidiary is an ownership interest in the consolidated entity that should be reported as equity in the consolidated financial statement, but separate from the parent's equity. This guidance is effective for fiscal years, and interim periods within those fiscal years, beginning on or after December 15, 2008. Management adopted this guidance effective March 31, 2009, and adoption did not have a material impact on the Company's consolidated financial condition or results of operations.

        The FASB issued new guidance under ASC Topic 815 Derivatives and Hedging for guidance regarding disclosures for derivatives. This guidance requires qualitative disclosures about objectives and strategies for using derivative, quantitative disclosures about fair value amounts of and gains and losses on derivative instruments, and disclosures about credit-risk-related contingent features in derivative agreements. This guidance is effective for financial statements issued for fiscal years and interim periods beginning after November 15, 2008. Adoption of this new guidance, effective January 1, 2009, did not have a material impact on the consolidated financial statements.

        The FASB issued new guidance under ASC Topic 260 Earnings per Share for guidance regarding earnings per share which requires companies to treat unvested share-based payment awards that have non-forfeitable rights to dividend or dividend equivalents as a separate class of securities in calculating earnings per share. This guidance is effective for financial statements issued for fiscal years and interim periods beginning after December 15, 2008, and requires a company to retrospectively adjust its earnings per share data. The Company adopted this guidance effective March 31, 2009, and adoption did not have a material effect on consolidated results of operations or earnings per share.

        The FASB issued new guidance under ASC Topic 820 Fair Value Measurements and Disclosure for guidance regarding the application of fair value accounting to address concerns regarding (1) determining whether a market is not active and a transaction is not orderly, (2) recognition and

35



presentation of other-than-temporary impairments and (3) interim disclosures of fair values of financial instruments. The Company adopted this guidance effective September 30, 2009, and adoption did not have a material effect on consolidated results of operations.

        The FASB issued new guidance under ASC Topic 855 Subsequent Events for guidance regarding subsequent events. The objective of this guidance is to establish general standards of accounting for and disclosure of events that occur after the balance sheet date, but before financial statements are issued or are available to be issued. The Company adopted this guidance effective September 30, 2009, and adoption did not have a material impact on the Company's consolidated financial condition or results of operations.

        The FASB issued new guidance under ASC Topic 860 Transfers and Servicing for guidance on the transfer and servicing of financial assets. This guidance eliminates the concept of a "qualifying special-purpose entity" from the original accounting guidance and removes the exception from applying FASB guidance on consolidation of variable interest entities, to qualifying special-purpose entities. This guidance is effective at the beginning of a reporting entity's first fiscal year that begins after November 15, 2009. The Company does not anticipate that its adoption would have a material impact on the Company's consolidated financial condition or results of operations.

        The FASB issued new guidance under ASC Topic 810 Consolidation for guidance on the consolidation of variable interest entities. This amends the original guidance, to require an enterprise to perform an analysis to determine whether the enterprise's variable interest or interests give it a controlling financial interest in a variable interest entity (VIE). This analysis identifies the primary beneficiary of a VIE as the enterprise that has both (a) the power to direct the activities of a VIE that most significantly impact the entity's economic performance, and (b) the obligation to absorb losses of the entity that could potentially be significant to the VIE. Additionally, this new guidance requires an enterprise to assess whether it has an implicit financial responsibility to ensure that a VIE operates as designed when determining it has the power to direct the activities of the VIE that most significantly impact the entity's economic performance. It is effective at the beginning of a company's first fiscal year that begins after November 15, 2009. The Company does not anticipate that its adoption would have a material impact on the Company's consolidated financial condition or results of operations.

Note 2.  Compensating Balances:

        Compensating balance arrangements exist with various correspondent banks. These noninterest-bearing deposits are maintained in lieu of cash payments for standard bank services. The required balances amounted to $750,000 and $60,000 at December 31, 2009 and 2008, respectively. In addition, for the reserve maintenance period in effect at December 31, 2009 and 2008, the Company was required to maintain balances of $350,000 with the Federal Reserve Bank.

36


Note 3.  Investments:

        The amortized cost and estimated fair value of securities classified as available-for-sale at December 31, 2009 and 2008 are as follows:

Available-for-sale

December 31, 2009

December 31, 2008
  Amortized Cost   Gross Unrealized Gains   Gross Unrealized Losses   Estimated Fair Value  
 
  (dollars in thousands)
 

U.S. Treasury and other U.S. government agencies and corporations:

                         
 

Due within one year

  $ 490   $ 3   $   $ 493  
 

Due after one year through five years

    1,391     29     5     1,415  
 

Due after five years through ten years

    497     29         526  
                   

    2,378     61     5     2,434  
                   

States and political subdivisions:

                         
 

Due after five years through ten years

    910     2     3     909  
 

Due after ten years

    6,935     35     28     6,942  
                   

    7,845     37     31     7,851  
                   

Mortgage-backed debt securities

    13,478     83     69     13,492  

Equity securities

    300             300  
                   

  $ 24,001   $ 181   $ 105   $ 24,077  
                   

December 31, 2008
  Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Estimated
Fair
Value
 
 
  (dollars in thousands)
 

U.S. Treasury and other U.S. government agencies and corporations:

                         
 

Due after one year through five years

  $ 2,283   $ 20   $ 1   $ 2,302  
 

Due after five years through ten years

    645     5         650  
                   

    2,928     25     1     2,952  
                   

States and political subdivisions:

                         
 

Due after five years through ten years

    405         13     392  
 

Due after ten years

    5,281     15     202     5,094  
                   

    5,686     15     215     5,486  
                   

Mortgage-backed debt securities

    11,178     166     42     11,302  

Equity securities

    300             300  
                   

  $ 20,092   $ 206   $ 258   $ 20,040  
                   

37


        Information pertaining to securities with gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are as follows:

 
  Continuous unrealized
losses existing for
less than 12 months
  Continuous unrealized
losses existing for
12 months and greater
  Total  
December 31, 2009
  Fair
Value
  Unrealized
Losses
  Fair
Value
  Unrealized
Losses
  Fair
Value
  Unrealized
Losses
 

U.S. Treasury and other U.S. government agencies and corporations

  $ 870   $ 5   $   $   $ 870   $ 5  

State and political subdivisions

    4,112     28     152     3     4,264     31  

Mortgage-backed debt securities

    7,233     69             7,233     69  
                           

Total temporarily impaired securities

  $ 12,215   $ 102   $ 152   $ 3   $ 12,367   $ 105  
                           

        As of December 31, 2009, management does not have the intent to sell any of the securities in the above table and believes that it is more likely than not that the Company will not have to sell any such securities before maturity or recovery of their amortized cost.

 
  Continuous unrealized
losses existing for
less than 12 months
  Continuous unrealized
losses existing for
12 months and greater
  Total  
December 31, 2008
  Fair
Value
  Unrealized
Losses
  Fair
Value
  Unrealized
Losses
  Fair
Value
  Unrealized
Losses
 
 
  (dollars in thousands)
 

U.S. Treasury and other U.S. government agencies and corporations

  $ 942   $ 1   $   $   $ 942   $ 1  

State and political subdivisions

    3,299     204     192     11     3,491     215  

Mortgage-backed debt securities

    2,448     42             2,448     42  
                           

Total temporarily impaired securities

  $ 6,689   $ 247   $ 192   $ 11   $ 6,881   $ 258  
                           

        The bonds in an unrealized loss position at December 31, 2009 were temporarily impaired due to the current interest rate environment and not increased credit risk. All securities owned by the Company are payable at par at maturity. Of the temporarily impaired securities, one (1) is a U.S. Government agency issued bond (the Federal Home Loan Bank) rated AAA by Standard and Poor's, seven (7) are government sponsored enterprise issued bonds (Federal National Mortgage Association, Government National Mortgage Association and Federal Home Loan Mortgage Corporation) rated AAA by Standard and Poor's, and eleven (11) municipal bonds rated by Standard and Poor's or Moody's are as follows: two (2) rated AAA, one (1) rated A+, four (4) rated A1, one (1) rated A3, and three (3) not rated.

        Included in the investment portfolio at December 31, 2009 and 2008 are securities carried at $939,000 and $4,331,000, respectively, which are pledged for public fund deposits, to secure repurchase agreements and for other purposes as required and permitted by law.

        Gross gains of $235,000 and $26,000 in 2009 and 2008, respectively, were realized from sales of investment securities available-for-sale.

38


Restricted Stock

        The following table shows the amounts of restricted stock as of December 31, 2009 and 2008:

 
  2009   2008  
 
  (dollars in thousands)
 

Federal Home Loan Bank of Atlanta

  $ 952   $ 1,000  

Federal Reserve Bank

    574     559  

Atlantic Central Bankers Bank

    40     40  
           

  $ 1,566   $ 1,599  
           

Note 4.  Loans and Allowance for Loan Losses:

        Loans consist of the following at December 31, 2009 and 2008:

 
  2009   2008  
 
  (dollars in thousands)
 

Real estate loans:

             
 

Construction and land development

  $ 15,726   $ 17,049  
           
 

Real estate—mortgage loans:

             
   

Secured by 1 to 4 family residential properties

    36,369     36,986  
   

Secured by multi-family (5 or more) residential properties

    12,348     8,856  
   

Secured by commercial properties

    106,378     105,637  
   

Secured by farm land

    6,995     6,747  
           
     

Total real estate—mortgage loans

    162,090     158,226  
           

Loans to farmers

    46     48  

Commercial and industrial loans

    35,351     34,779  

Loans to individuals for household, family and other personal expenditures

    1,730     1,738  
           

Total loans

    214,943     211,840  
 

Less allowance for loan losses

    (3,127 )   (3,120 )
           

Net loans

  $ 211,816   $ 208,720  
           

        Transactions in the allowance for loan losses for the years ended December 31, 2009 and 2008 are summarized as follows:

 
  2009   2008  
 
  (dollars in thousands)
 

Balance at beginning of year

  $ 3,120   $ 2,640  

Provision charged to operating expenses

    1,175     935  

Recoveries of loans previously charged-off

    4     10  
           

    4,299     3,585  

Loans charged-off

    (1,172 )   (465 )
           

Balance at end of year

  $ 3,127   $ 3,120  
           

39


        Information concerning the Company's recorded impaired loans and related interest income as of December 31, 2009 and 2008 are as follows:

 
  2009   2008  
 
  (dollars in thousands)
 

Impaired loans with related allowance

  $ 4,982   $ 2,297  

Specific allocation of allowance

  $ 600   $ 631  

Impaired loans with no related allowance

  $ 7,968   $  
           

        At December 31, 2009 and 2008, nonaccrual loans are $943,000 and $1,197,000, respectively. The Company did not have any loans that were 90 days or more past due that were still accruing interest as of December 31, 2009 or 2008.

 
  2009   2008  
 
  (dollars in thousands)
 

Average recorded investment in impaired loans

  $ 11,754   $ 1,197  

Interest income recognized on nonaccrual impaired loans based on cash payments received

  $   $ 72  
           

        Interest income on impaired loans other than nonaccrual loans is recognized on an accrual basis. Interest income on nonaccrual loans is recognized only as collected. Interest income forgone on nonaccrual loans at December 31, 2009 and 2008 amounted to $78,000 and $26,000, respectively.

Note 5.  Bank Premises and Equipment:

        Bank premises and equipment consisted of the following at December 31, 2009 and 2008:

 
  2009   2008  
 
  (dollars in thousands)
 

Land

  $ 1,924   $ 1,924  

Buildings

    2,277     2,287  

Furniture and equipment

    2,025     2,019  

Leasehold improvements

    446     442  
           

    6,672     6,672  
 

Less accumulated depreciation and amortization

    (1,675 )   (1,451 )
           

  $ 4,997   $ 5,221  
           

        Depreciation and amortization charged to operations amounted to $320,000 in 2009 and $334,000 in 2008.

Note 6.  Deposits:

        Certificates of deposit and other time deposits issued in denominations of $100,000 or more totaled $42,752,000 and $57,835,000 at December 31, 2009 and 2008, respectively, and are included in interest-bearing deposits in the balance sheet.

40


        At December 31, 2009, the maturity distribution of certificates of deposit are as follows:

Maturing in:
  Certificates
of Deposit
 
(dollars in
thousands)

 

2010

  $ 73,667  

2011

    26,725  

2012

    2,657  

2013

    496  

2014

    5,482  
       

  $ 109,027  
       

        Interest on deposits for the years ended December 31, 2009 and 2008 consists of the following:

 
  2009   2008  
 
  (dollars in thousands)
 

NOW accounts

  $ 27   $ 37  

Savings accounts

    7     20  

Money market accounts

    537     752  

Certificates of deposit $100,000 and over

    2,201     2,440  

Certificates of deposit under $100,000

    1,628     2,981  
           

  $ 4,400   $ 6,230  
           

Note 7.  Borrowings:

        During 2009 and 2008, the Company had no sales of securities under agreements to repurchase the same securities.

Short-term borrowings:

 
  2009   2008  
 
  (dollars in thousands)
 

Total outstanding at year-end

  $ 500   $  

Average amount outstanding during the year

  $ 184   $ 749  

Maximum amount outstanding at any month-end

  $ 500   $ 4,000  

Weighted-average interest rate at year-end

    4.25 %    

Weighted-average interest rate during the year

    4.35 %   2.40 %

        The Company's unused lines of credit for short-term borrowings totaled $7,500,000 and $7,000,000 at December 31, 2009 and 2008, respectively. These include an unsecured line of credit from an unaffiliated financial institution for Bancorp in the amounts of $3,500,000 and $3,000,000 as of December 31, 2009 and 2008, respectively, and an unsecured federal funds line of credit from an unaffiliated financial institution for the Bank in the amount of $4,000,000 at December 31, 2009 and 2008.

Long-Term Borrowings

        The Company has a secured line of credit with the Federal Home Loan Bank of Atlanta ("FHLB") in the amount of $18,000,000, which is secured by a blanket lien on its 1-4 family residential mortgage loan portfolio and certain commercial real estate loans. At December 31, 2009 and 2008, the Company had $10,000,000 in borrowings under this credit facility from the FHLB. There are two convertible advances in the amounts of $5,000,000 each, which are both at a rate of 4.56%, with

41



maturity dates of April 27, 2012 and September 4, 2012, unless called earlier on September 4, 2010, by the FHLB.

Note 8.  Trust preferred securities/junior subordinated debentures:

        In December 2006, Bancorp completed the private placement of an aggregate of $6,000,000 of trust preferred securities through FCBI Statutory Trust I (the "Trust"), a newly formed trust subsidiary organized under Connecticut law, of which Bancorp owns all of the common securities of $186,000. The principal asset of the Trust is a similar amount of Bancorp's junior subordinated debentures. The junior subordinated debentures bear interest at a fixed rate of 6.5375% until December 15, 2011, at which time the interest rate becomes a variable rate, adjusted quarterly, equal to 163 basis points over three-month LIBOR. The junior subordinated debentures mature on December 15, 2036, and may be redeemed at par, at Bancorp's option, on any interest payment date commencing December 15, 2011. The securities are redeemable prior to December 15, 2011, at a premium ranging up to 103.525% of the principal amount thereof, upon the occurrence of certain regulatory or legal events. The obligations of Bancorp with respect to the Trust's preferred securities constitute a full and unconditional guarantee by Bancorp of Trust's obligations with respect to the trust preferred securities to the extent set forth in the related guarantee. Subject to certain exceptions and limitations, Bancorp may elect from time to time to defer interest payments on the junior subordinated debentures, resulting in a deferral of distribution payments on the related trust preferred securities. If the Company defers interest payments on the junior subordinated debentures, or otherwise is in default of the obligations, the Company would be prohibited from making dividend payments to its shareholders.

        The trust preferred securities may be included in Tier 1 capital for regulatory capital adequacy purposes up to 25% of Tier 1 capital, net of goodwill after its inclusion. The portion of the trust preferred securities not qualifying as Tier 1 capital may be included as part of total qualifying capital in Tier 2 capital, subject to limitation.

Note 9.  Leasing Arrangements:

        The Company leases branch and administrative office facilities under noncancellable operating lease arrangements whose maturity dates extend to July 2013. These leases contain options, which enable the Company to renew the leases at fair rental value for periods of 5 to 10 years. In addition to minimum rentals, certain leases have escalation clauses based upon various price indices and include provisions for additional payments to cover taxes, insurance and maintenance. See Note 16 for a discussion of the terms of a lease agreement with related parties. The total minimum rental commitment, including renewal periods under these leases at December 31, 2009 is outlined below:

Years ending December 31
  Total  
 
  (dollars in
thousands)

 

2010

  $ 301  

2011

    284  

2012

    258  

2013

    267  

2014

    275  

Later years

    1,491  
       

  $ 2,876  
       

        Rent expense included in occupancy and equipment expenses amounted to $387,000 in 2009 and $336,000 in 2008.

42


Note 10.  Employee Benefit Plans:

401(k) profit sharing plan:

        The Company has a Section 401(k) profit sharing plan covering employees meeting certain eligibility requirements as to minimum age and years of service. Employees may make voluntary contributions to the Plan through payroll deductions on a pre-tax basis. The Company has the discretion to make matching contributions of 100% of the employee's contributions up to 4% of the employee's salary. In 2009 and 2008, the Company made matching contributions of 100%. In April 2009, the Company suspended the matching contribution for the remainder of 2009. A participant's account under the Plan, together with investment earnings thereon, is normally distributable, following retirement, death, disability or other termination of employment, in a single lump-sum payment.

        The Company expensed contributions to the Plan in the amounts of $30,000 in 2009 and $115,000 in 2008.

Deferred compensation plan:

        On January 28, 2002, the Board of Directors of the Bank approved the Frederick County Bank Executive and Director Deferred Compensation Plan (the "Plan"). The Plan was effective January 1, 2002 for certain executive employees and directors of the Bank. The purpose of the Plan is to (1) allow participants an opportunity to elect to defer the receipt of compensation ("Participant Compensation Deferral"), and (2) provide a vehicle for the Bank to credit amounts on a tax deferred basis for employee participants ("Employer Contribution Credit"). The Employer Contribution Credits are subject to various vesting restrictions and are available solely to Plan participants who are employees of the Bank. The Plan is intended to be a "top hat" plan under various provisions of the Employee Retirement Income Security Act of 1974, as amended.

        Each Plan participant's account will be adjusted for credited interest or increases or decreases in the realizable net asset value, as applicable, of the designated deemed Plan investments. Benefit payments under the Plan, which in the aggregate equal the participant's vested account balance, will be paid in a lump sum or in five or ten substantially equal, annual installments, commencing on the date or dates selected by the Plan's participants.

        No amounts have been deferred or were expensed under this Plan in the accompanying consolidated statements of income for 2009 or 2008.

Stock-based compensation plan:

        The 2001 Plan provides that 260,000 shares of the Company's common stock will be reserved for the granting of both incentive stock options (ISO) and non-incentive stock options (NQSO) to purchase these shares. At December 31, 2009, there are 123,540 shares remaining that are reserved for future grants under this plan. The exercise price per share shall not be less than the fair market value of a share of common stock on the date on which such options were granted, subject to adjustments for the effects of any stock splits or stock dividends, and may be exercised not later than ten years after the grant date.

43


        The following is a summary of transactions in the Plan during the years ended December 31, 2009 and 2008.

 
  Options Issued
And Outstanding
  Weighted-Average
Exercise Price
 

Balance at December 31, 2007

    128,010   $ 10.00  
           

Exercised

    200     10.00  

Terminated

         

Granted

         
           

Balance at December 31, 2008

    127,810   $ 10.00  
           

Exercised

    1,000     10.00  

Terminated

         

Granted

    3,000     10.75  
           

Balance at December 31, 2009

    129,810   $ 10.02  
           

Exercisable at December 31, 2009

    127,710   $ 10.01  
           

        As noted in the table above, there were 3,000 options granted in 2009 and no options granted in 2008. All prior grants were fully vested and exercisable as of December 31, 2007. The Company recognizes the cost of employee services received in exchange for an award of equity investment based on the grant-date fair value of the award. That cost will be recognized over the vesting period of the award. Stock-based compensation expense related to stock options for the year ended December 31, 2009 was $3,000. As of December 31, 2009, there was $6,000 of total unrecognized compensation cost related to non-vested stock options that will be expensed over the next two years.

        The weighted-average fair value of options granted in the year ended December 31, 2009 was $2.97 and was estimated at the date of grant using the Black-Scholes Option Pricing Model with the following weighted-average assumptions.

December 31,
  2009  

Risk free interest rate of return

    3.85 %

Expected option life (months)

    120  

Expected volatility

    25 %

Expected dividends

    2.50 %

        The risk-free interest rate is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life is based on historical exercise experience. The expected volatility is based on historic volatility. The dividend yield assumption is based on the Company's expectation of dividend payouts.

        The 129,810 options outstanding as of December 31, 2009, have an aggregate intrinsic value, which is the amount that the market value of the underlying stock exceeds the exercise price of the option, of $97,000. The aggregate intrinsic value of the options exercised in 2009 and 2008 amounted to $1,000 and $2,000, respectively.

44


        At December 31, 2009 and 2008, the 129,810 and 127,810 options issued and outstanding, respectively, had exercise prices and weighted-average remaining contractual lives as follows:

December 31,
  2009   2008  

Exercisable options:

             
 

Options outstanding

    127,710     127,810  
 

Weighted-average exercise price

  $ 10.01   $ 10.00  
 

Weighted-average remaining contractual life (months)

    23     34  

Unexercisable options:

             
 

Options outstanding

    2,100      
 

Weighted-average exercise price

  $ 10.75      
 

Weighted-average remaining contractual life (months)

    120      

Note 11.  Income Taxes:

        Significant components of the Company's deferred tax assets and liabilities at December 31, 2009 and 2008 were as follows:

 
  2009   2008  
 
  (dollars in thousands)
 

Deferred tax assets:

             
 

Allowance for loan losses

  $ 1,115   $ 1,190  
 

Unrealized loss on securities available-for-sale

        21  
 

Other

    46     35  
           

Total deferred tax assets

    1,161     1,246  
           

Deferred tax liabilities:

             
 

Unrealized gain on securities available-for-sale

    (30 )    
 

Depreciation

    (92 )   (99 )
           

Total deferred tax liabilities

    (122 )   (99 )
           

Net deferred tax assets

  $ 1,039   $ 1,147  
           

        A reconciliation of the statutory income tax to the provision for income taxes included in the consolidated statements of income for the years ended December 31, 2009 and 2008 is as follows:

 
  2009   2008  
 
  (dollars in thousands)
 

Income before income tax

  $ 1,536   $ 1,479  

Tax rate

    34 %   34 %
           

Income tax at statutory rate

    522     503  

Increases (decreases) in tax resulting from:

             
 

Tax exempt interest income

    (126 )   (135 )
 

State income taxes, net of federal income tax benefit

    92     62  
 

Other

        11  
           

Provision for income taxes

  $ 488   $ 441  
           

45


        Significant components of the provision for income taxes for the years ended December 31, 2009 and 2008 are as follows:

 
  2009   2008  
 
  (dollars in thousands)
 

Taxes currently payable:

             
 

Federal

  $ 306   $ 485  
 

State

    125     172  
           

    431     657  
           

Deferred tax expense (benefit):

             
 

Federal

    45     (146 )
 

State

    12     (70 )
           

    57     (216 )
           

Total

  $ 488   $ 441  
           

Note 12.  Noninterest Expenses:

        Noninterest expenses included in the consolidated statements of income for the years ended December 31, 2009 and 2008 include the following:

 
  2009   2008  
 
  (dollars in thousands)
 

Salaries

  $ 3,260   $ 3,296  

Deferred personnel costs

    (74 )   (105 )

Payroll taxes

    233     234  

Employee insurance

    239     220  

Other employee benefits

    71     157  

Depreciation

    321     334  

Rent, net

    387     331  

Utilities

    104     100  

Repairs and maintenance

    234     223  

ATM expenses

    104     103  

Other occupancy and equipment expenses

    138     133  

Postage and supplies

    64     67  

Data processing

    411     365  

Advertising and promotion

    175     266  

Provision for foreclosed properties

        25  

FDIC Insurance

    486     160  

Legal

    31     18  

Insurance

    48     55  

Consulting

    30     13  

Courier

    16     19  

Audit fees

    76     187  

Other

    437     325  
           

  $ 6,791   $ 6,526  
           

46


Note 13.  Shareholders' Equity:

Restrictions on dividends:

        The amount of dividends that the Bank can pay to Bancorp without approval from the Federal Reserve Board is limited to its net profits for the current year plus its retained net profits for the preceding two years. Under Maryland law, dividends may be paid without approval from the Department of Financial Institutions only out of undivided profits. At December 31, 2009, the Bank was limited from paying dividends to Bancorp in excess of $4,368,000, and by the requirement to meet certain capital ratios. The Bank did not pay any dividends to Bancorp in 2009 or 2008.

Restrictions on lending from subsidiary to parent:

        Federal law imposes certain restrictions limiting the ability of the Bank to transfer funds to Bancorp in the forms of loans or advances. Section 23A of the Federal Reserve Act prohibits the Bank from making loans or advances to Bancorp in excess of 10 percent of its capital stock and surplus, as defined therein. There were no loans or advances outstanding at December 31, 2009 and 2008.

Capital:

        The Bank is, and when the Company's assets exceed $500,000,000, it has public debt or it engages in certain highly leverage activities, the Company will be, subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory—and possibly additional discretionary—actions by regulators that, if undertaken, could have a direct material effect on the Company's financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company's and the Bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Company's and the Bank's capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holding companies.

        Quantitative measures established by regulation to ensure capital adequacy require the Company and the Bank to maintain minimum amounts and ratios of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and Tier 1 capital (as defined) to average assets (as defined). Management believes that the Company and the Bank met all capital adequacy requirements to which they are subject as of December 31, 2009 and 2008.

        As of December 31, 2009, the most recent notification from the regulatory agencies 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, Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. There are no conditions or events since that notification which management believes have changed the Bank's category.

47


        The Company's and the Bank's actual capital amounts and ratios at December 31, 2009 and 2008 are presented in the following tables:

 
  Actual   For Capital
Adequacy Purposes
  Minimum To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
 
As of December 31, 2009
  Amount   Ratio   Amount   Ratio   Amount   Ratio  
 
  (dollars in thousands)
 

Total Capital
(to Risk-Weighted Assets):

                                     
 

Company

  $ 30,636     13.06 % $ 18,767     8.00 %   N/A     N/A  
 

Bank

  $ 29,907     12.80 % $ 18,688     8.00 % $ 23,360     10.00 %

Tier 1 Capital
(to Risk-Weighted Assets):

                                     
 

Company

  $ 27,704     11.81 % $ 9,384     4.00 %   N/A     N/A  
 

Bank

  $ 26,987     11.55 % $ 9,344     4.00 % $ 14,016     6.00 %

Tier 1 Capital
(to Average Assets):

                                     
 

Company

  $ 27,704     10.53 % $ 10,522