UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended ~~June 30, 2019~~March 31, 2020

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

For the transition period from to .

Commission File Number 0‑49731

SEVERN BANCORP, INC.

(Exact name of registrant as specified in its charter)


Maryland	52‑1726127
(State or other jurisdiction of incorporation or organization)	(I.R.S. employer identification no.)


200 Westgate Circle, Suite 200 Annapolis, Maryland	21401
(Address of principal executive offices)	(Zip Code)

410‑260‑2000

(Registrant’s telephone number, including area code)

N/A

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

Securities registered pursuant to Section 12(b) of the Act:


Title of each class:	Trading Symbol	Name of each exchange on which registered:
Common Stock, par value $0.01 per share	SVBI	The NASDAQ Stock Market, LLC

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☑ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted 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 such files). Yes ☑ No ☐

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


Large accelerated filer ☐		Accelerated filer ☑

Non- accelerated filer ☐		Smaller reporting company ☑

Emerging growth company ☐

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

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

~~Securities registered pursuant to Section 12(b) of the Act:~~


~~Title of each class:~~	~~Trading Symbol~~	~~Name of each exchange on which registered:~~
~~Common Stock, par value $0.01~~ ~~per share~~	~~SVBI~~	~~The NASDAQ Stock Market, LLC~~

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date:

Common Stock, $0.01 par value ~~–12,777,537~~– 12,812,976 shares outstanding as of ~~August 8, 2019~~May 7, 2020

Table of Contents

SEVERN BANCORP, INC. AND SUBSIDIARIES

Table of Contents


		Page
PART I – FINANCIAL INFORMATION

Item 1.	Financial Statements

	Consolidated Statements of Financial Condition as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 (unaudited)	13

	Consolidated Statements of ~~Operations~~Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	24

	Consolidated Statements of Comprehensive Income for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	35

	Consolidated Statements of Changes in Stockholders’ Equity for the Three ~~and Six~~ Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	46

	Consolidated Statements of Cash Flows for the ~~Six~~Three Months Ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ (unaudited)	67

	Notes to Consolidated Financial Statements (unaudited)	78

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	3130

Item 3.	Quantitative and Qualitative Disclosures About Market Risk	4845

Item 4.	Controls and Procedures	4947


PART II – OTHER INFORMATION

Item 1.	Legal Proceedings	5047

Item 1A.	Risk Factors	5047

Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	5148

Item 3.	Defaults Upon Senior Securities	5149

Item 4.	Mine Safety Disclosures	5149

Item 5.	Other Information	5149

Item 6.	Exhibits	5149

EXHIBIT INDEX		5149

SIGNATURES		5250

Table of Contents

Caution Note Regarding Forward-Looking Statements

This Quarterly Report on Form 10‑Q, as well as other periodic reports filed with the Securities and Exchange Commission (“SEC”), and written or oral communications made from time to time by or on behalf of Severn Bancorp and its subsidiaries (the “Company”), may contain statements relating to future events or future results of the Company that are considered “forward-looking statements” under the Private Securities Litigation Reform Act of 1995. These forward-looking statements may be identified by the use of words such as “believe,” “expect,” “anticipate,” “plan,” “estimate,” “intend,” and “potential,” or words of similar meaning, or future or conditional verbs such as “should,” “could,” or “may.” Forward-looking statements include statements of our goals, intentions and expectations; statements regarding our business plans, prospects, growth, and operating strategies; statements regarding the quality of our loan and investment portfolios; and estimates of our risks and future costs and benefits.

Forward-looking statements reflect our expectation or prediction of future conditions, events, or results based on information currently available. These forward-looking statements are subject to significant risks and uncertainties that may cause actual results to differ materially from those in such statements. These risks and uncertainties include, but are not limited to, the risks identified in Item 1A of the Company’s ~~2018~~2019 Annual Report on Form 10‑K, ~~Item 1A of Part II of the Company’s March 31, 2019 Quarterly Report on Form 10-Q,~~ Item 1A of Part II of this Quarterly Report on Form 10‑Q, and the following:

general business and economic conditions nationally or in the markets that the Company serves could adversely affect, among other things, real estate prices, unemployment levels, and consumer and business confidence, which could lead to decreases in the demand for loans, deposits, and other financial services that we provide and increases in loan delinquencies and defaults;

changes or volatility in the capital markets and interest rates may adversely impact the value of securities, loans, deposits, and other financial instruments and the interest rate sensitivity of our balance sheet as well as our liquidity;

our liquidity requirements could be adversely affected by changes in our assets and liabilities;

our investment securities portfolio is subject to credit risk, market risk, and liquidity risk as well as changes in the estimates we use to value certain of the securities in our portfolio;

the effect of legislative or regulatory developments including changes in laws concerning taxes, banking, securities, insurance, and other aspects of the financial services industry;

competitive factors among financial services companies, including product and pricing pressures, and our ability to attract, develop, and retain qualified banking professionals;

the effect of fiscal and governmental policies of the United States (“U.S.”) federal government;

the effect of any mergers, acquisitions, or other transactions to which we or our subsidiaries may from time to time be a party;

costs and potential disruption or interruption of operations due to cyber-security incidents;

the effect of any change in federal government enforcement of federal laws affecting the medical-use cannabis industry;

costs and potential disruption or interruption of operations due to global pandemics such as COVID-19;

the effect of changes in accounting policies and practices, as may be adopted by the Financial Accounting Standards Board, the SEC, the Public Company Accounting Oversight Board, and other regulatory agencies; and;

geopolitical conditions, including acts or threats of terrorism, actions taken by the U.S. or other governments in response to acts or threats of terrorism, and/or military conflicts, which could impact business and economic conditions in the U.S. and abroad.

~~Table of Contents~~

Forward-looking statements speak only as of the date of this report. The Company does not undertake to update forward-looking statements to reflect circumstances or events that occur after the date of this report or to reflect the occurrence of unanticipated events except as required by federal securities laws.

~~iii~~2

Table of Contents

PART I – FINANCIAL INFORMATION

Item 1.Financial Statements

Severn Bancorp, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION

(dollars in thousands, except per share data)

(unaudited)



	June 30,		December 31,		March 31,		December 31,
	2019		2018		2020		2019
ASSETS
Cash and due from banks	$	3,644	$	2,880	$	1,989	$	2,892
Federal funds sold and interest-bearing deposits in other banks		73,693		185,460		113,647		85,301
Cash and cash equivalents		77,337		188,340		115,636		88,193
Certificates of deposit held for investment		7,540		8,780		7,540		7,540
Securities available for sale, at fair value		11,031		11,978		18,842		12,906
Securities held to maturity (fair value of $33,708 and $38,212 at June 30, 2019 and December 31, 2018, respectively)		33,562		38,912
Loans held for sale, at fair value		17,987		9,686
Securities held to maturity (fair value of $23,457 and $26,158 at March 31, 2020 and December 31, 2019, respectively)						22,737		25,960
Mortgage loans held for sale, at fair value						21,996		10,910
Loans receivable		679,573		682,349		635,950		645,685
Allowance for loan losses		(8,093)		(8,044)		(7,918)		(7,138)
Loans, net		671,480		674,305		628,032		638,547
Real estate acquired through foreclosure		1,430		1,537		1,684		2,387
Restricted stock investments		2,857		3,766		2,299		2,431
Premises and equipment, net		22,452		22,745		21,731		22,144
Accrued interest receivable		2,605		2,848		2,275		2,458
Deferred income taxes		2,167		2,363		1,691		1,748
Bank owned life insurance		5,303		5,225		5,414		5,377
Goodwill		1,104		1,104		1,104		1,104
Other assets		5,257		2,644		6,374		5,214
Total assets	$	862,112	$	974,233	$	857,355	$	826,919
LIABILITIES AND STOCKHOLDERS' EQUITY
Liabilities:
Deposits:
Noninterest bearing	$	133,357	$	146,604	$	165,090	$	122,901
Interest-bearing		552,059		632,902		525,122		538,148
Total deposits		685,416		779,506		690,212		661,049
Long-term borrowings		48,500		73,500		35,000		35,000
Subordinated debentures		20,619		20,619		20,619		20,619
Accrued expenses and other liabilities		4,886		2,155		5,803		4,779
Total liabilities		759,421		875,780		751,634		721,447
Stockholders' Equity:
Common stock, $0.01 par value, 20,000,000 shares authorized; 12,775,137 and 12,759,576 shares issued and outstanding at June 30, 2019 and December 31, 2018, respectively		128		128
Common stock, $0.01 par value, 20,000,000 shares authorized; 12,812,976 and 12,810,926 shares issued and outstanding at March 31, 2020 and December 31, 2019, respectively						128		128
Additional paid-in capital		65,696		65,538		65,992		65,944
Retained earnings		36,878		32,860		39,497		39,445
Accumulated other comprehensive loss		(11)		(73)
Accumulated other comprehensive income (loss)						104		(45)
Total stockholders' equity		102,691		98,453		105,721		105,472
Total liabilities and stockholders' equity	$	862,112	$	974,233	$	857,355	$	826,919

See accompanying notes to consolidated financial statements

Table of Contents

Severn Bancorp, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF ~~OPERATIONS~~INCOME

(dollars in thousands, except per share data)

(unaudited)


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019
Interest income:
Loans	$	9,226	$	8,516	$	18,393	$	16,887	$	8,338	$	9,167
Securities		241		307		500		627		219		259
Other earning assets		757		178		1,874		364		359		1,117
Total interest income		10,224		9,001		20,767		17,878		8,916		10,543
Interest expense:
Deposits		1,898		1,274		3,767		2,407		1,797		1,869
Borrowings and subordinated debentures		481		800		1,070		1,560		364		589
Total interest expense		2,379		2,074		4,837		3,967		2,161		2,458
Net interest income		7,845		6,927		15,930		13,911		6,755		8,085
Provision for loan losses		—		—		—		—		750		—
Net interest income after provision for loan losses		7,845		6,927		15,930		13,911		6,005		8,085
Noninterest income:
Mortgage-banking revenue		1,087		635		1,807		1,230		1,634		720
Real estate commissions		378		360		860		745		310		482
Real estate management fees		162		187		326		370		165		164
Deposit service charges		547		346		1,056		641		561		509
Title company revenue		262		293		479		435		238		217
Other noninterest income		179		247		347		440		117		168
Total noninterest income		2,615		2,068		4,875		3,861		3,025		2,260
Noninterest expense:
Compensation and related expenses		4,909		4,420		9,434		8,698		5,461		4,525
Occupancy		389		391		804		735		518		415
Legal fees		26		31		75		42		166		49
Write-downs, losses, and costs of real estate acquired through foreclosure, net of gains		24		(18)		149		14		74		125
Federal Deposit Insurance Corporation insurance premiums		63		58		119		113		—		56
Professional fees		443		105		583		214		303		140
Advertising		213		216		400		449		220		187
Data processing		354		255		696		519		460		342
Credit report and appraisal fees		24		47		64		41		67		40
Licensing and software		293		157		475		278		218		182
Loss on disposal of premises and equipment										76		—
Other noninterest expense		775		691		1,464		1,397		689		689
Total noninterest expense		7,513		6,353		14,263		12,500		8,252		6,750
Net income before income tax provision		2,947		2,642		6,542		5,272		778		3,595
Income tax provision		771		724		1,757		1,469		213		986
Net income		2,176		1,918		4,785		3,803	$	565	$	2,609
Dividends on preferred stock		—		—		—		(70)
Net income available to common stockholders	$	2,176	$	1,918	$	4,785	$	3,733
Net income per common share - basic	$	0.17	$	0.15	$	0.37	$	0.30	$	0.04	$	0.20
Net income per common share - diluted	$	0.17	$	0.15	$	0.37	$	0.30	$	0.04	$	0.20

See accompanying notes to consolidated financial statements

Table of Contents

Severn Bancorp, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(dollars in thousands)

(unaudited)

Three Months Ended June 30,

Six Months Ended June 30,



2019

2018

2019

2018

Net income

$
2,176

$
1,918

$
4,785

$
3,803

Other comprehensive income (loss) items:









Unrealized holding gains (losses) on available-for-sale securities arising during the period (net of tax expense (benefit) of $14, $(5), $21, and $(24)

38

(12)

62

(66)

Total other comprehensive income (loss)

38

(12)

62

(66)

Total comprehensive income

$
2,214

$
1,906

$
4,847

$
3,737

~~See accompanying notes to consolidated financial statements~~

~~Table of Contents~~

Severn Bancorp, Inc. and Subsidiaries
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
~~(dollars in thousands, except per share data)~~

~~(unaudited)~~

Three Months Ended June 30, 2019


Number of

Number of









Accumulated


Shares of

Shares of

Additional

Other

Total

Preferred

Common

Preferred

Common

Paid-In

Retained

Comprehensive

Stockholders'

Stock

Stock

Stock

Stock

Capital

Earnings

Loss

Equity

Balance at April 1, 2019

—

12,775,087

$
—

$
128

$
65,662

$
35,087

$
(49)

$
100,828
Net income

—

—

—

—

—

2,176

—

2,176
Stock-based compensation

—

—

—

—

34

0

—

34
Dividends paid on common stock at $0.03 per share

—

—

—

—

—

(385)

—

(385)
Exercise of stock options

—

50

—

—

—

—

—

—
Other comprehensive income

—

—

—

—

—

—

38

38
Balance at June 30, 2019

—

12,775,137

$
—

$
128

$
65,696

$
36,878

$
(11)

$
102,691

Three Months Ended June 30, 2018


Number of

Number of









Accumulated


Shares of

Shares of

Additional

Other

Total

Preferred

Common

Preferred

Common

Paid-In

Retained

Comprehensive

Stockholders'

Stock

Stock

Stock

Stock

Capital

Earnings

Loss

Equity

Balance at April 1, 2018

437,500

12,247,626

$
4

$
122

$
65,060

$
27,320

$
(89)

$
92,417
Net income

—

—

—

—

—

1,918

—

1,918
Stock-based compensation

—

—

—

—

57

—

—

57
Dividends paid on common stock at $0.03 per share

—

—

—

—

—

(380)

—

(380)
Redemption of preferred stock

(437,500)

437,500

(4)

4

—

—

—

—
Exercise of stock options

—

9,800

—

1

40

—

—

41
Other comprehensive loss

—

—

—

—

—

—

(12)

(12)
Balance at June 30, 2018

—

12,694,926

$
—

$
127

$
65,157

$
28,858

$
(101)

$
94,041

Six Months Ended June 30, 2019


Number of

Number of









Accumulated


Shares of

Shares of

Additional

Other

Total

Preferred

Common

Preferred

Common

Paid-In

Retained

Comprehensive

Stockholders'

Stock

Stock

Stock

Stock

Capital

Earnings

Loss

Equity

Balance at January 1, 2019

—

12,759,576

$
—

$
128

$
65,538

$
32,860

$
(73)

$
98,453
Net income

—

—

—

—

—

4,785

—

4,785
Stock-based compensation

—

—

—

—

77

—

—

77
Dividends paid on common stock at $0.06 per share

—

—

—

—

—

(767)

—

(767)
Exercise of stock options

—

15,561

—

—

81

—

—

81
Other comprehensive income

—

—

—

—

—

—

62

62
Balance at June 30, 2019

—

12,775,137

$
—

$
128

$
65,696

$
36,878

$
(11)

$
102,691

~~Table of Contents~~

Six Months Ended June 30, 2018


Number of

Number of









Accumulated


Shares of

Shares of

Additional

Other

Total

Preferred

Common

Preferred

Common

Paid-In

Retained

Comprehensive

Stockholders'

Stock

Stock

Stock

Stock

Capital

Earnings

Loss

Equity

Balance at January 1, 2018

437,500

12,233,424

$
4

$
122

$
65,137

$
25,872

$
(35)

$
91,100
Net income

—

—

—

—

—

3,803

—

3,803
Stock-based compensation

—

—

—

—

113

—

—

113
Redemption of preferred stock

(437,500)

437,500

(4)

4

—

—

—

—
Dividend declared on Series A preferred stock

—

—

—

—

—

(70)

—

(70)
Dividends paid on common stock at $0.06 per share

—

—

—

—

—

(747)

—

(747)
Exercise of stock options

—

24,002

—

1

96

—

—

97
Other

—

—

—

—

(189)

—

—

(189)
Other comprehensive loss

—

—

—

—

—

—

(66)

(66)
Balance at June 30, 2018

—

12,694,926

$
—

$
127

$
65,157

$
28,858

$
(101)

$
94,041


	Three Months Ended March 31,
	2020		2019
Net income	$	565	$	2,609
Other comprehensive income item:
Unrealized holding gains on available-for-sale securities arising during the period (net of tax expense of $56 and $7)		149		24
Total other comprehensive income		149		24
Total comprehensive income	$	714	$	2,633

See accompanying notes to consolidated financial statements

Table of Contents

Severn Bancorp, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF ~~CASH FLOWS~~CHANGES IN STOCKHOLDERS’ EQUITY

(dollars in ~~thousands)~~thousands, except per share data)

(unaudited)

Six Months Ended June 30,


2019

2018
Cash flows from operating activities:

Net income

$
4,785

$
3,803
Adjustments to reconcile net income to net cash from operating activities:

Depreciation and amortization

703

628
Amortization of deferred loan fees

(949)

(861)
Net amortization of premiums and discounts

80

(125)
Write-downs and losses on real estate acquired through foreclosure, net of gains

171

44
Gain on sale of mortgage loans

(1,807)

(1,230)
Proceeds from sale of mortgage loans held for sale

81,725

37,151
Originations of loans held for sale

(88,867)

(40,835)
Stock-based compensation

77

113
Increase in cash surrender value of bank-owned life insurance

(78)

(82)
Deferred income taxes

173

1,334
Decrease in accrued interest receivable

243

36
(Increase) decrease in other assets

(2,610)

163
Increase in accrued expenses and other liabilities

2,729

73
Net cash (used in) provided by operating activities

(3,625)

212
Cash flows from investing activities:




Redemption of certificates of deposit held for investment

1,240

—
Loan principal repayments, net of (disbursements)

4,252

(17,698)
Redemption of restricted stock investments

909

262
Purchases of premises and equipment, net

(410)

(548)
Activity in securities held to maturity:

Maturities/calls/repayments

5,300

7,745
Activity in available-for-sale securities:

Purchases

—

(2,000)
Maturities/calls/repayments

1,000

108
Proceeds from sales of real estate acquired through foreclosure

107

64
Net cash provided by (used in) investing activities

12,398

(12,067)
Cash flows from financing activities:




Net (decrease) increase in deposits

(94,090)

19,387
Net increase in short-term borrowings

—

8,500
Additional long-term borrowings

—

34,000
Repayments of long-term borrowings

(25,000)

(49,000)
Common stock dividends

(767)

(747)
Preferred stock dividends

—

(70)
Exercise of stock options

81

97
Net cash (used in) provided by financing activities

(119,776)

12,167
(Decrease) increase in cash and cash equivalents

(111,003)

312
Cash and cash equivalents at beginning of period

188,340

21,853
Cash and cash equivalents at end of period

$
77,337

$
22,165
Supplemental Noncash Disclosures:


Interest paid on deposits and borrowed funds

$
4,925

$
3,937
Income taxes paid

1,909

91
Real estate acquired in satisfaction of loans

171

—
Initial recognition of operating lease right-of-use asset

2,684

—
Initial recognition of operating lease liability

2,684

—
Transfers of loans held for sale to loan portfolio

648

—


	Three Months Ended March 31, 2020
	Number of							Accumulated
	Shares of			Additional				Other		Total
	Common	Common		Paid-In		Retained		Comprehensive		Stockholders'
	Stock	Stock		Capital		Earnings		Income (Loss)		Equity
Balance at January 1, 2020	12,810,926	$	128	$	65,944	$	39,445	$	(45)	$	105,472
Net income	—		—		—		565		—		565
Stock-based compensation	—		—		34		—		—		34
Dividends paid on common stock at $0.04 per share	—		—		—		(513)		—		(513)
Exercise of stock options	2,050		—		14		—		—		14
Other comprehensive income	—		—		—		—		149		149
Balance at March 31, 2020	12,812,976	$	128	$	65,992	$	39,497	$	104	$	105,721


	Three Months Ended March 31, 2019
	Number of							Accumulated
	Shares of			Additional				Other		Total
	Common	Common		Paid-In		Retained		Comprehensive		Stockholders'
	Stock	Stock		Capital		Earnings		Loss		Equity
Balance at January 1, 2019	12,759,576	$	128	$	65,538	$	32,860	$	(73)	$	98,453
Net income	—		—		—		2,609		—		2,609
Stock-based compensation	—		—		43		—		—		43
Dividends paid on common stock at $0.03 per share	—		—		—		(382)		—		(382)
Exercise of stock options	15,511		—		81		—		—		81
Other comprehensive income	—		—		—		—		24		24
Balance at March 31, 2019	12,775,087	$	128	$	65,662	$	35,087	$	(49)	$	100,828

See accompanying notes to consolidated financial statements

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Severn Bancorp, Inc. and Subsidiaries

CONSOLIDATED STATEMENTS OF CASH FLOWS

(dollars in thousands)

(unaudited)


	Three Months Ended March 31,
	2020		2019
Cash flows from operating activities:
Net income	$	565	$	2,609
Adjustments to reconcile net income to net cash from operating activities:
Depreciation and amortization		394		347
Amortization of deferred loan fees		(506)		(440)
Net (accretion) amortization of premiums and discounts on securities		(83)		42
Provision for loan losses		750		—
Write-downs and losses on real estate acquired through foreclosure, net of gains		80		107
Gain on sale of mortgage loans		(1,634)		(720)
Loss on disposal of property		76		—
Proceeds from sale of mortgage loans held for sale		33,764		22,536
Originations of loans held for sale		(43,216)		(19,438)
Stock-based compensation		34		43
Increase in cash surrender value of bank-owned life insurance		(37)		(39)
Deferred income taxes		1		193
Decrease in accrued interest receivable		183		216
Increase in other assets		(1,160)		(2,721)
Increase in accrued expenses and other liabilities		1,024		2,953
Net cash (used in) provided by operating activities		(9,765)		5,688
Cash flows from investing activities:
Loan principal repayments, net of (disbursements)		10,271		9,087
Redemption of restricted stock investments		132		910
Purchases of premises and equipment, net		(57)		(85)
Activity in securities held to maturity:
Maturities/calls/repayments		3,202		3,095
Activity in available-for-sale securities:
Purchases		(7,852)		—
Maturities/calls/repayments		2,225		1,000
Proceeds from sales of real estate acquired through foreclosure		623		—
Net cash provided by investing activities		8,544		14,007
Cash flows from financing activities:
Net (decrease) increase in deposits		29,163		(69,633)
Repayments of long-term borrowings		—		(25,000)
Common stock dividends		(513)		(382)
Exercise of stock options		14		81
Net cash provided by (used in) financing activities		28,664		(94,934)
Increase (decrease) in cash and cash equivalents		27,443		(75,239)
Cash and cash equivalents at beginning of period		88,193		188,340
Cash and cash equivalents at end of period	$	115,636	$	113,101
Supplemental Noncash Disclosures:
Interest paid on deposits and borrowed funds	$	2,170	$	2,490
Income taxes paid		493		—
Real estate acquired in satisfaction of loans		—		171
Initial recognition of operating lease right-of-use asset		—		2,684
Initial recognition of operating lease liability		—		2,684
Transfers of loans held for sale to loan portfolio		—		648

See accompanying notes to consolidated financial statements

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Severn Bancorp, Inc. and Subsidiaries

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS

~~(Unaudited)~~(unaudited)

Note 1 - Summary of Significant Accounting Policies

Basis of Presentation

The accounting and reporting policies of Severn Bancorp, Inc. and subsidiaries (the “Company”) conform to accounting principles generally accepted in the United States of America (“U.S.”) (“GAAP”) and prevailing practices within the financial services industry for interim financial information and Rule 8‑01 of Regulation S-X. Accordingly, they do not include all of the information and notes required for complete financial statements and prevailing practices within the banking industry. In the opinion of management, all adjustments (comprising only of those of a normal recurring nature) necessary for a fair presentation of the results of operations for the interim periods presented have been made. The results of operations for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, ~~2019~~2020 or any other interim or future period. Events occurring after the date of the financial statements up to the date the financial statements were available to be issued were considered in the preparation of the consolidated financial statements.

These statements should be read in conjunction with the financial statements and accompanying notes included in the Company’s ~~2018~~2019 Annual Report on Form 10‑K as filed with the Securities and Exchange Commission (“SEC”).

COVID-19 Risks and Uncertainties

The Company has evaluated subsequent events for potential recognition and/or disclosure through the date the unaudited consolidated financial statements included in this Quarterly Report on Form 10-Q were issued. On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic, which continues to spread throughout the U.S. and around the world. The declaration of a global pandemic indicates that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The outbreak of COVID-19 could adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. On March 3, 2020, the Federal Open Market Committee reduced the target federal funds rate by 50 basis points to a target range of 1.00% to 1.25%. This rate was further reduced to a target range of 0% to 0.25% on March 16, 2020. These reductions in interest rates and other effects of the COVID-19 outbreak may adversely affect the Company’s financial condition and results of operations. As a result of the spread of COVID-19, economic uncertainties have arisen which are likely to negatively impact net interest income, noninterest income, credit quality, the allowance for loan losses (“Allowance”), and the provision for loan losses. Additionally, there could be a potential for goodwill impairment. Other financial impact could occur though such potential impact is unknown at this time.

Principles of Consolidation

The unaudited consolidated financial statements include the accounts of Severn Bancorp, Inc., and its wholly-owned subsidiaries, Mid-Maryland Title Company, Inc., SBI Mortgage Company, and Severn Savings Bank, FSB (the “Bank”), along with the Bank’s subsidiaries, Louis Hyatt, Inc., Homeowners Title and Escrow Corporation, Severn Financial Services Corporation, SSB Realty Holdings, LLC, SSB Realty Holdings II, LLC, and HS West, LLC. Also included are the accounts of SBI Mortgage Company’s subsidiary, Crownsville Development Corporation, and its subsidiary, Crownsville Holdings I, LLC. All intercompany accounts and transactions have been eliminated in the accompanying consolidated financial statements.

Use of Estimates

The preparation of the financial statements requires management to exercise significant judgment or discretion or make significant assumptions and estimates based on the information available that have, or could have, a material impact on the carrying value of certain assets or on income. These estimates and assumptions affect the reported amounts of assets

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and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. The accounting policies we view as critical are those relating to the ~~allowance for loan losses (“Allowance”), the valuation of securities,~~Allowance, the valuation of real estate acquired through foreclosure, and the valuation of deferred tax assets and liabilities.

Cash Flows

~~We consider all highly liquid securities with original maturities of three months or less to be cash equivalents.~~ For reporting purposes, assets grouped in the Consolidated Statements of Financial Condition under the captions “Cash and due from banks” and “Federal funds sold and interest-bearing deposits in other banks” are considered cash or cash equivalents. For financial statement purposes, these assets are carried at cost. Federal funds sold and interest-bearing deposits in other banks generally have overnight maturities and are in excess of amounts that would be recoverable under Federal Deposit Insurance Corporation (“FDIC”) insurance.

Reclassifications

Certain reclassifications have been made to amounts previously reported to conform to current period presentation.

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Recent Accounting Pronouncements

Pronouncements ~~Adopted~~Issued

In ~~February~~September 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) ~~2016‑02,~~ ~~Leases~~, which requires a lessee to recognize the assets and liabilities that arise from all leases with a term greater than 12 months. The core principle requires the lessee to recognize a liability to make lease payments and a right-of-use (“ROU”) asset. The accounting applied by the lessor is relatively unchanged. The ASU also requires expanded qualitative and quantitative disclosures. For public business entities, the guidance was effective for interim and annual reporting periods beginning after December 15, 2018 and mandates a modified retrospective transition for all entities. We adopted this standard using the option to apply the transition provisions of the new standard at the adoption date instead of the earliest period presented as provided in ASU 2018-11. Additionally, we elected to apply all practical expedients as provided in ASU 2016-02, with the exception of the hindsight practical expedient which was not elected. As a result of the adoption of this standard, effective January 1, 2019, we recognized both an ROU asset and a lease liability of $2.7 million to be recorded in other assets and other liabilities, respectively, on the balance sheet. The lease liability represents the present value of the future payments on five leased properties and six leased pieces of equipment within the Company’s footprint, while the ROU asset reflects the lease liability adjusted for deferred rent balances of the respective properties as of the adoption date of January 1, 2019. The Company expects its regulatory capital ratios to remain above the thresholds necessary to be classified as a “well capitalized” institution.

~~In March 2017, FASB issued ASU~~ No. ~~2017‑08,~~ ~~Receivables - Nonrefundable Fees and Other costs,~~ which provides guidance that called for the shortening of the amortization period for certain callable debt securities held at a premium. The standard was effective for interim and annual reporting periods beginning after December 15, 2018. The adoption of ASC No. 2017‑08 did not have a material impact on our financial position, results of operations, or cash flows.

~~In February 2018, FASB issued ASU No. 2018-02,~~ ~~Reclassification of Certain Tax Effects From Accumulated Other Comprehensive Income~~, which allowed a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the Tax Cuts and Jobs Act. The ASU is effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. The adoption of ASU No. 2018-02 did not have a material impact on its financial position, results of operations, or cash flows.

~~Pronouncements Issued~~

~~In June~~ 2016 ~~FASB issued ASU No. 2016‑~~13, Financial Instruments – Credit Losses, which sets forth a current expected credit loss (“CECL”) model which requires the Company to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions, and reasonable supportable forecasts. This replaces the existing incurred loss model and is applicable to the measurement of credit losses on financial assets measured at amortized cost and applies to some off-balance sheet credit exposures. This ASU iswas originally effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. In July 2019, the FASB issued a proposal to delay the implementation for smaller reporting companies such as us until January ~~2023; however,~~2023. In October, 2019, that proposal was finalized with the issuance of ASU 2019-05, Financial Instruments – Credit Losses (Topic 326): Targeted Transition Relief. ASU 2019-05 was issued to address concerns with the adoption of ASU 2016-13. ASU 2019-05 gives entities the ability to irrevocably elect the fair value option in Subtopic 825-10 for certain existing financial assets upon transition to ASU 2016-03. Financial assets that are eligible for this fair value election are those that qualify under Subtopic 825-10 and are within the scope of Subtopic 326-10, Financial Instruments - Credit Losses - Measured at Amortized Costs. An exception to this is held-to-maturity (“HTM”) debt securities, which do not ~~final~~qualify for this transition election. The effective date for the amendment is the same as of the ~~filing of~~effective date in ASU 2016-03. In November 2019, FASB issued ASU 2019-10, Financial Instruments - Credit Losses (Topic 326), Derivatives and Hedging (Topic 815),and Leases (Topic 842): Effective Dates. ASU 2019-10 was issued to defer the effective dates for certain guidance for certain entities. The amendments in this ~~Quarterly Report on Form 10-Q.~~update amend the mandatory effective dates for ASC 326,

Financial Instruments - Credit Losses, for entities eligible to be smaller reporting companies as defined by the SEC for fiscal years beginning after December 15, 2022, including interim reporting periods within that reporting period.

We have contracted with a third party vendor to assist in the transition to CECL. The Bank has purchased the third party vendor’s CECL software and has separately contracted with their advisory services group to help with the installation and transition. As the Bank has been using other software of this specific vendor, they have access to the Bank’s historical data. The ~~third party vendor has been analyzing the Bank’s data, and the~~ Bank has been updating the data and the process by which data will be transferred to ~~provide~~the third party vendor, so that they have all of the information necessary for CECL calculations. This process is complete. The next stage in the process is to convert to the vendor’s incurred loss model, which must be completed prior to the final conversion to CECL. This process is almost complete. Management, in conjunction with the third party vendor, has also begun determining which economic factors are most directly responsible for Bank’s historical losses. ~~They have~~The third party vendor has also started to recommend pools to be used for CECL calculations, and appropriate methods (as ~~proscribed~~prescribed by CECL) to calculate the reserve for the various pools. As the third party vendor has many financial institution clients, they will be able to provide peer group data to the extent the Bank’s data is not sufficient to make the many determinations required under CECL. ~~The current plan~~

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Although the implementation of CECL has been delayed, the Bank is continuing with the implementation at a pace to ~~be running the CECL and the incurred loss model in parallel during the fourth quarter of 2019 and~~ensure that we will be in position to completely transition to CECL by the required date.

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While we are currently in the process of evaluating the impact of the amended guidance on our Consolidated Financial Statements, it is quite possible that the Allowance will increase upon adoption given that the Allowance will be required to cover the full remaining expected life of the portfolio upon adoption, rather than the incurred loss model under current GAAP. The extent of this increase is still being evaluated and will depend on economic conditions and the composition of our loan and lease portfolio at the time of adoption.

In November 2019, FASB issued ASU 2019-11, Codification Improvements to Topic 326, Financial Instruments - Credit Losses. ASU 2019-11 was issued to address issues raised by stakeholders during the implementation of ASU 2016-13. ASU 2019-11 provides transition relief when adjusting the effective interest rate for troubled debt restructure loans (“TDR” or “TDRs”) that exist as of the adoption date, extends the disclosure relief in ASU 2019-04 to disclose accrued interest receivable balances separately from the amortized cost basis to additional disclosures involving amortized cost basis, and provides clarification regarding application of the guidance in paragraph 326-20-35-6 for financial assets secured by collateral maintenance provisions that provide a practical expedient to measure the estimate of expected credit losses by comparing the amortized cost basis of a financial asset and the fair value of collateral securing the financial asset as of the reporting date. The effective date and transition requirements for the amendment are the same as the effective date and transition requirements in ASU 2016-13.

In December 2019, FASB issued ASU No. 2019-12, Simplifying the Accounting for Taxes, which simplifies the accounting for incomes taxes by removing certain exceptions in the current codification. The standard is effective for fiscal years beginning after December 15, 2020. The adoption of ASU No. 2019 12 is not expected to have a material impact on our financial position, results of operations, or cash flows.

In January 2020, FASB issued ASU No. 2020-01, Investments – Equity securities (Topic 321), Investments – Equity Method and Joint Ventures (Topic 323), and Derivatives and Hedging (Topic 815), which clarifies the interaction between the three Topics. The standard is effective for fiscal years beginning after December 15, 2020. The adoption of ASU No. 2020 01 is not expected to have a material impact on our financial position, results of operations, or cash flows.

Note 2 - Securities

The amortized cost and fair values of our available-for-sale (“AFS”) securities portfolio were as follows:


	June 30, 2019								March 31, 2020
	Amortized		Unrealized		Unrealized				Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Fair Value		Cost		Gains		Losses		Fair Value
	(dollars in thousands)								(dollars in thousands)
U.S. Treasury securities	$	1,997	$	—	$	2	$	1,995
U.S. government agency notes		9,051		—		15		9,036	$	5,020	$	11	$	—	$	5,031
Corporate obligations										2,000		—		—		2,000
Mortgage-backed securities										11,679		172		40		11,811
	$	11,048	$	—	$	17	$	11,031	$	18,699	$	183	$	40	$	18,842

December 31, 2018

Amortized

Unrealized

Unrealized


Cost

Gains

Losses

Fair Value

(dollars in thousands)
U.S. Treasury securities

$
1,992

$
—

$
11

$
1,981
U.S. government agency notes

10,086

—

89

9,997

$
12,078

$
—

$
100

$
11,978

~~The amortized cost and fair values of our held-to-maturity (“HTM”) securities portfolio were as follows:~~

June 30, 2019


Amortized

Unrealized

Unrealized

Fair

Cost

Gains

Losses

Value

(dollars in thousands)
U.S. Treasury securities

$
1,992

$
23

$
—

$
2,015
U.S. government agency notes

8,989

103

24

9,068
Mortgage-backed securities

22,581

83

39

22,625

$
33,562

$
209

$
63

$
33,708


	December 31, 2018								December 31, 2019
	Amortized		Unrealized		Unrealized		Fair		Amortized		Unrealized		Unrealized
	Cost		Gains		Losses		Value		Cost		Gains		Losses		Fair Value
	(dollars in thousands)								(dollars in thousands)
U.S. Treasury securities	$	1,991	$	17	$	—	$	2,008
U.S. government agency notes		11,992		45		92		11,945	$	5,017	$	2	$	—	$	5,019
Mortgage-backed securities		24,929		6		676		24,259		7,951		—		64		7,887
	$	38,912	$	68	$	768	$	38,212	$	12,968	$	2	$	64	$	12,906

910

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The amortized cost and fair values of our HTM securities portfolio were as follows:


	March 31, 2020
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(dollars in thousands)
U.S. Treasury securities	$	996	$	19	$	—	$	1,015
U.S. government agency notes		2,985		156		—		3,141
Mortgage-backed securities		18,756		548		3		19,301
	$	22,737	$	723	$	3	$	23,457


	December 31, 2019
	Amortized		Unrealized		Unrealized		Fair
	Cost		Gains		Losses		Value
	(dollars in thousands)
U.S. Treasury securities	$	994	$	14	$	—	$	1,008
U.S. government agency notes		4,986		100		5		5,081
Mortgage-backed securities		19,980		114		25		20,069
	$	25,960	$	228	$	30	$	26,158

Gross unrealized losses and fair value by length of time that the individual AFS securities have been in an unrealized loss position at the dates indicated are presented in the following tables:

June 30, 2019

Less than 12 months

12 months or more

Total


# of

Fair

Unrealized

# of

Fair

Unrealized

# of

Fair

Unrealized

Securities

Value

Losses

Securities

Value

Losses

Securities

Value

Losses

(dollars in thousands)
U.S. Treasury securities

—

$
—

$
—

2

$
1,995

$
2

2

$
1,995

$
2
U.S. government agency notes

—

—

—

7

9,036

15

7

9,036

15

—

$
—

$
—

9

$
11,031

$
17

9

$
11,031

$
17


	March 31, 2020
	Less than 12 months					12 months or more					Total
	# of	Fair		Unrealized		# of	Fair		Unrealized		# of	Fair		Unrealized
	Securities	Value		Losses		Securities	Value		Losses		Securities	Value		Losses
	(dollars in thousands)
Mortgage-backed securities	2	$	2,121	$	40	—	$	—	$	—	2	$	2,121	$	40
	2	$	2,121	$	40	—	$	—	$	—	2	$	2,121	$	40

December 31, 2018

Less than 12 months

12 months or more

Total


# of

Fair

Unrealized

# of

Fair

Unrealized

# of

Fair

Unrealized

Securities

Value

Losses

Securities

Value

Losses

Securities

Value

Losses

(dollars in thousands)
U.S. Treasury securities

1

$
990

$
5

1

$
991

$
6

2

$
1,981

$
11
U.S. government agency notes

—

—

—

8

9,997

89

8

9,997

89

1

$
990

$
5

9

$
10,988

$
95

10

$
11,978

$
100


	December 31, 2019
	Less than 12 months					12 months or more					Total
	# of	Fair		Unrealized		# of	Fair		Unrealized		# of	Fair		Unrealized
	Securities	Value		Losses		Securities	Value		Losses		Securities	Value		Losses
	(dollars in thousands)
Mortgage-backed securities	7	$	7,887	$	64	—	$	—	$	—	7	$	7,887	$	64
	7	$	7,887	$	64	—	$	—	$	—	7	$	7,887	$	64

Gross unrealized losses and fair value by length of time that the individual HTM securities have been in an unrealized loss position at the dates indicated are presented in the following tables:

June 30, 2019

Less than 12 months

12 months or more

Total


# of

Fair

Unrealized

# of

Fair

Unrealized

# of

Fair

Unrealized

Securities

Value

Losses

Securities

Value

Losses

Securities

Value

Losses

(dollars in thousands)
U.S. government agency notes

—

$
—

$
—

7

$
6,989

$
24

7

$
6,989

$
24
Mortgage-backed securities

—

—

—

6

7,643

39

6

7,643

39

—

$
—

$
—

13

$
14,632

$
63

13

$
14,632

$
63


	March 31, 2020
	Less than 12 months					12 months or more					Total
	# of	Fair		Unrealized		# of	Fair		Unrealized		# of	Fair		Unrealized
	Securities	Value		Losses		Securities	Value		Losses		Securities	Value		Losses
	(dollars in thousands)
Mortgage-backed securities	1	$	148	$	3	—	$	—	$	—	1	$	148	$	3
	1	$	148	$	3	—	$	—	$	—	1	$	148	$	3

December 31, 2018

Less than 12 months

12 months or more

Total


# of

Fair

Unrealized

# of

Fair

Unrealized

# of

Fair

Unrealized

Securities

Value

Losses

Securities

Value

Losses

Securities

Value

Losses

(dollars in thousands)
U.S. government agency notes

—

$
—

$
—

10

$
9,927

$
92

10

9,927

92
Mortgage-backed securities

—

—

—

18

24,011

676

18

24,011

676

—

$
—

$
—

28

$
33,938

$
768

28

$
33,938

$
768

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	December 31, 2019
	Less than 12 months					12 months or more					Total
	# of	Fair		Unrealized		# of	Fair		Unrealized		# of	Fair		Unrealized
	Securities	Value		Losses		Securities	Value		Losses		Securities	Value		Losses
	(dollars in thousands)
U.S. government agency notes	—	$	—	$	—	3	$	3,003	$	5	3		3,003		5
Mortgage-backed securities	2		2,544		17	2		1,238		8	4		3,782		25
	2	$	2,544	$	17	5	$	4,241	$	13	7	$	6,785	$	30

All of the securities that are currently in a gross unrealized loss position are so due to declines in fair values resulting from changes in interest rates or increased liquidity spreads since the time they were purchased. We have the intent and ability to hold these debt securities to maturity (including the AFS securities) and do not intend to sell, nor do we believe it will be more likely than not that we will be required to sell, any impaired securities prior to a recovery of amortized cost. We expect these securities will be repaid in full, with no losses realized. As such, management considers any impairment to be temporary.

~~Table of Contents~~

Contractual maturities of debt securities at ~~June 30, 2019~~March 31, 2020 are shown below. Actual maturities may differ from contractual maturities because borrowers have the right to call or prepay obligations with or without call or prepayment penalties.


	AFS Securities				HTM Securities				AFS Securities				HTM Securities
	Amortized		Fair		Amortized		Fair		Amortized		Fair		Amortized		Fair
	Cost		Value		Cost		Value		Cost		Value		Cost		Value
	(dollars in thousands)								(dollars in thousands)
Due in one year or less	$	10,033	$	10,019	$	7,004	$	6,993	$	3,005	$	3,016	$	2,000	$	2,024
Due after one through five years		1,015		1,012		3,977		4,090		—		—		1,981		2,132
Due after five years through ten years										4,015		4,015		—		—
Mortgage-backed securities		—		—		22,581		22,625		11,679		11,811		18,756		19,301
	$	11,048	$	11,031	$	33,562	$	33,708	$	18,699	$	18,842	$	22,737	$	23,457

We did not sell any securities during the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 or ~~2018.~~2019.

There were no securities pledged as collateral as of ~~June 30, 2019~~March 31, 2020 or December 31, ~~2018.~~2019.

Note 3 - Loans Receivable and Allowance for Loan Losses

Loans receivable are summarized as follows:


	June 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
	(dollars in thousands)				(dollars in thousands)
Residential mortgage	$	276,013	$	276,389	$	260,981	$	269,654
Commercial		45,347		35,884		43,490		43,127
Commercial real estate		238,699		244,088		220,654		229,257
Construction, land acquisition, and development		108,182		114,540		99,861		92,822
Home equity/2nds		12,581		13,386		12,199		12,031
Consumer		1,621		1,087		1,474		1,541
Total loans receivable		682,443		685,374		638,659		648,432
Unearned loan fees		(2,870)		(3,025)		(2,709)		(2,747)
Loans receivable	$	679,573	$	682,349	$	635,950	$	645,685

Certain loans in the amount of ~~$165.6~~$151.8 million have been pledged under a blanket floating lien to the Federal Home Loan Bank of Atlanta (“FHLB”) as collateral against advances at ~~June 30, 2019.~~March 31, 2020.

At ~~June 30, 2019,~~March 31, 2020, the Bank was servicing ~~$27.5~~$25.5 million in loans for the Federal National Mortgage Association (“FNMA”) and ~~$14.0~~$12.6 million in loans for the Federal Home Loan Mortgage Corporation (“FHLMC”). At December 31, ~~2018,~~2019, the Bank was servicing ~~$29.4~~$25.9 million in loans for FNMA and ~~$15.1~~$13.0 million in loans for FHLMC.

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Credit Quality

An Allowance is provided through charges to income in an amount that management believes will be adequate to absorb losses on existing loans that may become uncollectible based on evaluations of the collectability of loans and prior loan loss experience. Management has an established methodology to determine the adequacy of the Allowance that assesses the risks and losses inherent in the loan portfolio. The methodology takes into consideration such factors as changes in the nature and volume of the loan portfolio, overall portfolio quality, review of specific problem loans, and current economic conditions that may affect the borrowers’ ability to pay. Determining the amount of the Allowance requires the use of estimates and assumptions. Actual results could differ significantly from those estimates. While management uses all available information to estimate losses on loans, future additions to the Allowance may be necessary based on changes in economic conditions and our actual loss experience. In addition, various regulatory agencies periodically review the Allowance as an integral part of their examination process. Such agencies may require us to recognize additions to the Allowance based on their judgments about information available to them at the time of their examination. Management believes the Allowance is adequate as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018.~~

~~Table of Contents~~

At December 31, 2018, due to a re-evaluation of our qualitative factors, we changed our estimates of the Allowance relative to historical loss experience within specific loan portfolio segments in order to better align our qualitative factors with historical losses experienced over a longer period of time, relative to those specific loan segments. The result of this change in estimate did not result in a material increase in the Allowance compared to the year ended December 31, 2017, however there were material changes to the Allowance between loan segments. Due to the change in accounting estimate, Allowance allocated to commercial loans and ADC loans increased approximately $2.2 million and $1.1 million, respectively, while the Allowance allocated to residential mortgage loans and commercial real estate loans decreased approximately $600,000 and $2.7 million, respectively, as of December 31, 2018. This change in accounting estimate had no impact on earnings or diluted earnings per share.2019.

For purposes of determining the Allowance, we have segmented our loan portfolio by product type. Our portfolio loan segments are residential mortgage, commercial, commercial real estate, construction, land acquisition, and development (“ADC”), Home equity/2nds, and consumer. We have looked at all segments and have determined that no additional subcategorization is warranted based upon our consideration of risk. Our portfolio classes are the same as our portfolio segments.

Inherent Credit Risks

The inherent credit risks within the loan portfolio vary depending upon the loan class as follows:

Residential mortgage - secured by one to four family dwelling units. The loans generally have limited risk as they are secured by first mortgages on the unit, which are generally the primary residence of the borrower, and are generally at a loan-to-value ratio (“LTV”) of 80% or less.

Commercial - underwritten in accordance with our policies and include evaluating historical and projected profitability and cash flow to determine the borrower’s ability to repay the obligation as agreed. Commercial loans are made primarily based on the identified cash flow of the borrower and secondarily on the underlying collateral supporting the loan. Accordingly, the repayment of a commercial loan depends primarily on the creditworthiness of the borrower (and any guarantors), while liquidation of collateral is a secondary and often insufficient source of repayment. These loans are viewed primarily as cash flow dependent and, secondarily, as loans secured by real-estate and/or other assets. Repayment of these loans is generally dependent upon the principal business conducted on the property securing the loan. Line of credit loans may be adversely affected by conditions in the real estate markets or the economy in general. Management monitors and evaluates line of credit loans based on collateral and risk-rating criteria.

U.S. Small Business Administration (“SBA”) Paycheck Protection Program (“PPP”) - We are participating in the PPP and began origination of such loans that are expected to be 100% guaranteed by the SBA early in the second quarter of 2020. This loan program should be able to assist our commercial customers in remaining operational during this time of uncertainty surrounding the COVID-19 pandemic.

Commercial real estate - subject to the underwriting standards and processes similar to commercial, in addition to those underwriting standards for real estate loans. These loans are viewed primarily as loans secured by real estate and secondarily as cash flow dependent. As repayment of these loans is generally dependent upon the successful operation of the property securing the loan, we look closely at the cash flows generated by the property securing the loan, although the primary underwriting criteria for these loan types is the sufficient value of the underlying collateral. Commercial real estate loans may be adversely affected by conditions in the real estate markets or the economy in general. Management monitors and evaluates commercial real estate loans based on collateral and risk-rating criteria. The Bank also utilizes third-party experts to provide environmental and market valuations. The nature of commercial real estate loans makes them more difficult to monitor and evaluate.

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ADC - underwritten in accordance with our underwriting policies which include a financial analysis of the developers, property owners, construction cost estimates, and independent appraisal valuations. These loans will rely on the value associated with the project upon completion. These cost and valuation estimates may be inaccurate. Construction loans generally involve the disbursement of substantial funds over a short period of time with repayment substantially dependent upon the success of the completed project rather than the ability of the borrower or guarantor to repay principal and interest. Additionally, land is underwritten according to our policies which include independent appraisal valuations as well as the estimated value associated with the land upon completion of development. These cost and valuation estimates may be inaccurate.

~~Table of Contents~~

The sources of repayment of these loans is typically permanent financing expected to be obtained upon completion or sales of developed property. These loans are closely monitored by onsite inspections and are considered to be of a higher risk than other real estate loans due to their ultimate repayment being sensitive to general economic conditions, availability of long-term financing, interest rate sensitivity, and governmental regulation of real property.

If the Bank is forced to foreclose on a project prior to or at completion due to a default, there can be no assurance that the Bank will be able to recover all of the unpaid balance of the loan as well as related foreclosure and holding costs. In addition, the Bank may be required to fund additional amounts to complete the project and may have to hold the property for an unspecified period of time.

Home equity/2nds - subject to the underwriting standards and processes similar to residential mortgages and secured by one to four family dwelling units. Home equity/2nds loans have greater risk than residential mortgages as a result of the Bank generally being in a second lien position.

Consumer - consist of loans to individuals through the Bank’s retail network and typically unsecured or secured by personal property. Consumer loans have a greater credit risk than residential loans because of the lower value of the underlying collateral, if any.

COVID-19

The COVID-19 pandemic has created additional risk for all loan segments due to the economic downturn, both nationally and locally. Many business have been temporarily shut down and many people are unemployed during the national and local “stay at home” orders in place in many areas. During this time of economic uncertainty, borrowers could face an extended period of unemployment and may not be able to meet their loan obligations. Additionally, real estate collateral values could significantly decline and full repayment of loans could be in doubt. We have adjusted some of our economic qualitative factors that affect our Allowance calculation to reflect our best estimate of these risks. Management will continue to evaluate the adequacy of the Allowance as more economic data becomes available and as changes within our portfolio are known. The effects of the pandemic may require us to fund additional increases in the Allowance in future periods.

Section 4013 of the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”) provides that a qualified loan modification is exempt by law from classification as a TDR pursuant to U.S. GAAP in certain circumstances. In addition, OCC Bulletin 2020-35 provides more limited circumstances in which a loan modification is not subject to classification as a TDR.

CARES Act Section 4013 and OCC Bulletin 2020-35 forbearance agreements are available to both qualified commercial and consumer loan borrowers. Due to the widespread impact of COVID-19 and the State of Maryland “Stay At Home” Order, we expect that some loan borrowers will seek loan forbearance or loan modification agreements in the second quarter of 2020.

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The following tables present, by portfolio segment, the changes in the Allowance and the recorded investment in loans:


	Three Months Ended June 30, 2019																Three Months Ended March 31, 2020
	Residential				Commercial				Home Equity/								Residential				Commercial				Home Equity/
	Mortgage		Commercial		Real Estate		ADC		2nds		Consumer		Unallocated		Total		Mortgage		Commercial		Real Estate		ADC		2nds		Consumer		Unallocated		Total
	(dollars in thousands)																(dollars in thousands)
Beginning Balance	$	2,572	$	1,740	$	712	$	2,579	$	242	$	1	$	239	$	8,085	$	2,264	$	1,421	$	984	$	2,286	$	134	$	—	$	49	$	7,138
Charge-offs		(20)		—		—		—		—		(12)		—		(32)		—		—		—		—		—		(15)		—		(15)
Recoveries		3		—		33		—		4		—		—		40		3		5		32		—		2		3		—		45
Net (charge-offs) recoveries		(17)		—		33		—		4		(12)		—		8
Provision for (reversal of) loan losses		11		(174)		47		104		(23)		11		24		—
Net recoveries (charge-offs)																		3		5		32		—		2		(12)		—		30
Provision for loan losses																		217		139		24		329		15		12		14		750
Ending Balance	$	2,566	$	1,566	$	792	$	2,683	$	223	$	—	$	263	$	8,093	$	2,484	$	1,565	$	1,040	$	2,615	$	151	$	—	$	63	$	7,918

Ending balance - individually evaluated for impairment																	$	742	$	—	$	62	$	29	$	—	$	—	$	—	$	833
Ending balance - collectively evaluated for impairment																		1,742		1,565		978		2,586		151		—		63		7,085
																	$	2,484	$	1,565	$	1,040	$	2,615	$	151	$	—	$	63	$	7,918

Ending loan balance -individually evaluated for impairment																	$	14,385	$	—	$	1,208	$	428	$	548	$	68			$	16,637
Ending loan balance -collectively evaluated for impairment																		246,596		43,490		219,446		99,433		11,651		1,406				622,022
																	$	260,981	$	43,490	$	220,654	$	99,861	$	12,199	$	1,474			$	638,659

Three Months Ended June 30, 2018


Residential



Commercial



Home Equity/






Mortgage

Commercial

Real Estate

ADC

2nds

Consumer

Unallocated

Total

(dollars in thousands)
Beginning Balance

$
3,301

$
514

$
2,995

$
1,060

$
297

$
2

$
—

$
8,169
Charge-offs

(37)

—

—

—

—

—

—

(37)
Recoveries

1

—

122

—

2

—

—

125
Net (charge-offs) recoveries

(36)

—

122

—

2

—

—

88
(Reversal of) provision for loan losses

(303)

(100)

(526)

1,000

(70)

(1)

—

—
Ending Balance

$
2,962

$
414

$
2,591

$
2,060

$
229

$
1

$
—

$
8,257


	December 31, 2019
	Residential				Commercial					Home Equity/
	Mortgage		Commercial		Real Estate		ADC		2nds		Consumer		Unallocated		Total
	(dollars in thousands)
Ending balance - individually evaluated for impairment	$	752	$	—	$	64	$	32	$	2	$	—	$	—	$	850
Ending balance - collectively evaluated for impairment		1,512		1,421		920		2,254		132		—		49		6,288
	$	2,264	$	1,421	$	984	$	2,286	$	134	$	—	$	49	$	7,138

Ending loan balance - individually evaluated for impairment	$	11,517	$	—	$	1,221	$	880	$	563	$	69			$	14,250
Ending loan balance - collectively evaluated for impairment		258,137		43,127		228,036		91,942		11,468		1,472				634,182
	$	269,654	$	43,127	$	229,257	$	92,822	$	12,031	$	1,541			$	648,432

~~Table of Contents~~

Six Months Ended June 30, 2019


Residential



Commercial



Home Equity/






Mortgage

Commercial

Real Estate

ADC

2nds

Consumer

Unallocated

Total

(dollars in thousands)
Beginning Balance

$
2,224

$
2,736

$
457

$
2,239

$
222

$
1

$
165

$
8,044
Charge-offs

(20)

—

—

—

—

(12)

—

(32)
Recoveries

8

—

67

—

6

—

—

81
Net (charge-offs) recoveries

(12)

—

67

—

6

(12)

—

49
Provision for (reversal of) loan losses

354

(1,170)

268

444

(5)

11

98

—
Ending Balance

$
2,566

$
1,566

$
792

$
2,683

$
223

$
—

$
263

$
8,093

Ending balance - individually evaluated for impairment

$
889

$
—

$
67

$
32

$
24

$
—

$
—

$
1,012
Ending balance - collectively evaluated for impairment

1,677

1,566

725

2,651

199

—

263

7,081

$
2,566

$
1,566

$
792

$
2,683

$
223

$
—

$
263

$
8,093

Ending loan balance -individually evaluated for impairment

$
13,205

$
—

$
1,889

$
1,119

$
859

$
72

$
17,144
Ending loan balance -collectively evaluated for impairment

261,269

45,347

235,479

107,063

11,722

1,549

662,429

$
274,474

$
45,347

$
237,368

$
108,182

$
12,581

$
1,621

$
679,573

~~Table of Contents~~

December 31, 2018


Residential



Commercial




Home Equity/






Mortgage

Commercial

Real Estate

ADC

2nds

Consumer

Unallocated

Total

(dollars in thousands)
Ending balance - individually evaluated for impairment

$
927

$
430

$
142

$
32

$
2

$
—

$
—

$
1,533
Ending balance - collectively evaluated for impairment

1,297

2,306

315

2,207

220

1

165

6,511

$
2,224

$
2,736

$
457

$
2,239

$
222

$
1

$
165

$
8,044

Ending loan balance - individually evaluated for impairment

$
12,579

$
430

$
1,992

$
1,278

$
871

$
76

$
17,226
Ending loan balance - collectively evaluated for impairment

262,180

35,454

240,701

113,262

12,515

1,011

665,123

$
274,759

$
35,884

$
242,693

$
114,540

$
13,386

$
1,087

$
682,349

Table of Contents


	Six Months Ended June 30, 2018																Three Months Ended March 31, 2019
	Residential				Commercial				Home Equity/								Residential				Commercial				Home Equity/
	Mortgage		Commercial		Real Estate		ADC		2nds		Consumer		Unallocated		Total		Mortgage		Commercial		Real Estate		ADC		2nds		Consumer		Unallocated		Total
	(dollars in thousands)																(dollars in thousands)
Beginning Balance	$	3,099	$	527	$	2,805	$	1,236	$	386	$	2	$	—	$	8,055	$	2,224	$	2,736	$	457	$	2,239	$	222	$	1	$	165	$	8,044
Charge-offs		(360)		—		—		(13)		—		—		—		(373)		—		—		—		—		—		—		—		—
Recoveries		222		—		333		—		20		—		—		575		5		—		34		—		2		—		—		41
Net (charge-offs) recoveries		(138)		—		333		(13)		20		—		—		202
Net recoveries																		5		—		34		—		2		—		—		41
Provision for (reversal of) loan losses		1		(113)		(547)		837		(177)		(1)		—		—		343		(996)		221		340		18		—		74		—
Ending Balance	$	2,962	$	414	$	2,591	$	2,060	$	229	$	1	$	—	$	8,257	$	2,572	$	1,740	$	712	$	2,579	$	242	$	1	$	239	$	8,085

Ending balance - individually evaluated for impairment	$	1,295	$	—	$	153	$	1,002	$	2	$	1	$	—	$	2,453	$	905	$	—	$	91	$	32	$	2	$	—	$	—	$	1,030
Ending balance - collectively evaluated for impairment		1,667		414		2,438		1,058		227		—		—		5,804		1,667		1,740		621		2,547		240		1		239		7,055
	$	2,962	$	414	$	2,591	$	2,060	$	229	$	1	$	—	$	8,257	$	2,572	$	1,740	$	712	$	2,579	$	242	$	1	$	239	$	8,085

Ending loan balance - individually evaluated for impairment	$	15,926	$	300	$	2,003	$	3,046	$	1,461	$	80			$	22,816	$	12,259	$	—	$	1,934	$	1,106	$	859	$	74			$	16,232
Ending loan balance - collectively evaluated for impairment		273,503		42,318		230,835		104,518		11,976		946				664,096		258,720		44,725		236,684		107,827		11,855		1,072				660,883
	$	289,429	$	42,618	$	232,838	$	107,564	$	13,437	$	1,026			$	686,912	$	270,979	$	44,725	$	238,618	$	108,933	$	12,714	$	1,146			$	677,115

The following tables present the credit quality breakdown of our loan portfolio by class:


	June 30, 2019								March 31, 2020
			Special								Special
	Pass		Mention		Substandard		Total		Pass		Mention		Substandard		Total
	(dollars in thousands)								(dollars in thousands)
Residential mortgage	$	270,573	$	—	$	3,901	$	274,474	$	260,609	$	—	$	372	$	260,981
Commercial		44,139		1,208		—		45,347		42,290		1,200		—		43,490
Commercial real estate		232,597		3,088		1,683		237,368		217,509		2,331		814		220,654
ADC		107,351		—		831		108,182		99,563		—		298		99,861
Home equity/2nds		11,990		418		173		12,581		11,807		392		—		12,199
Consumer		1,621		—		—		1,621		1,474		—		—		1,474
	$	668,271	$	4,714	$	6,588	$	679,573	$	633,252	$	3,923	$	1,484	$	638,659


	December 31, 2019
			Special
	Pass		Mention		Substandard		Total
	(dollars in thousands)
Residential mortgage	$	265,510	$	—	$	4,144	$	269,654
Commercial		41,927		1,200		—		43,127
Commercial real estate		225,363		2,835		1,059		229,257
ADC		92,304		—		518		92,822
Home equity/2nds		11,490		402		139		12,031
Consumer		1,541		—		—		1,541
	$	638,135	$	4,437	$	5,860	$	648,432

Table of Contents

December 31, 2018




Special




Pass

Mention

Substandard

Total

(dollars in thousands)
Residential mortgage

$
270,727

$
827

$
3,205

$
274,759
Commercial

35,435

19

430

35,884
Commercial real estate

237,387

3,523

1,783

242,693
ADC

113,072

—

1,468

114,540
Home equity/2nds

12,536

434

416

13,386
Consumer

1,087

—

—

1,087

$
670,244

$
4,803

$
7,302

$
682,349

Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. The following tables present the classes of the loan portfolio summarized by the aging categories of performing loans and nonaccrual loans:


	June 30, 2019														March 31, 2020
	30-59		60-89		90+										Past Due
	Days		Days		Days		Total						Non-		30-59		60-89		90+								Non-
	Past Due		Past Due		Past Due		Past Due		Current		Total		Accrual		Days		Days		Days		Total		Current		Total		Accrual
	(dollars in thousands)														(dollars in thousands)
Residential mortgage	$	531	$	—	$	2,148	$	2,679	$	271,795	$	274,474	$	3,288	$	2,176	$	85	$	5,016	$	7,277	$	253,704	$	260,981	$	6,696
Commercial		—		—		—		—		45,347		45,347		—		—		—		—		—		43,490		43,490		—
Commercial real estate		—		—		452		452		236,916		237,368		779		299		—		126		425		220,229		220,654		234
ADC		—		—		388		388		107,794		108,182		388		652		—		—		652		99,209		99,861		173
Home equity/2nds		—		—		173		173		12,408		12,581		429		—		—		133		133		12,066		12,199		143
Consumer		16		—		3		19		1,602		1,621		3		161		—		—		161		1,313		1,474		—
	$	547	$	—	$	3,164	$	3,711	$	675,862	$	679,573	$	4,887	$	3,288	$	85	$	5,275	$	8,648	$	630,011	$	638,659	$	7,246


	December 31, 2018														December 31, 2019
	30-59		60-89		90+										Past Due
	Days		Days		Days		Total						Non-		30-59		60-89		90+								Non-
	Past Due		Past Due		Past Due		Past Due		Current		Total		Accrual		Days		Days		Days		Total		Current		Total		Accrual
	(dollars in thousands)														(dollars in thousands)
Residential mortgage	$	1,060	$	—	$	1,794	$	2,854	$	271,905	$	274,759	$	2,580	$	3,183	$	81	$	2,200	$	5,464	$	264,190	$	269,654	$	3,766
Commercial		—		—		430		430		35,454		35,884		430		—		—		—		—		43,127		43,127		—
Commercial real estate		137		—		660		797		241,896		242,693		660		—		—		126		126		229,131		229,257		237
ADC		255		—		387		642		113,898		114,540		558		—		89		—		89		92,733		92,822		89
Home equity/2nds		96		—		428		524		12,862		13,386		428		—		—		139		139		11,892		12,031		150
Consumer		13		—		—		13		1,074		1,087		—		—		15		—		15		1,526		1,541		—
	$	1,561	$	—	$	3,699	$	5,260	$	677,089	$	682,349	$	4,656	$	3,183	$	185	$	2,465	$	5,833	$	642,599	$	648,432	$	4,242

We did not have any loans greater than 90 days past due and still accruing as of ~~June 30, 2019~~March 31, 2020 or December 31, ~~2018.~~2019.

The interest which would have been recorded on the above nonaccrual loans if those loans had been performing in accordance with their contractual terms was approximately ~~$382,000~~$467,000 and $~~1.1 million~~412,000 for the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively. The actual interest income recorded on those loans was approximately ~~$82,000~~$60,000 and ~~$208,000~~$22,000 for the ~~six~~three months ended ~~June 30,~~March 31, 2020 and 2019, ~~and 2018,~~ respectively.

Table of Contents

The following tables summarize impaired loans:


	June 30, 2019						December 31, 2018						March 31, 2020						December 31, 2019
	Unpaid						Unpaid						Unpaid						Unpaid
	Principal		Recorded		Related		Principal		Recorded		Related		Principal		Recorded		Related		Principal		Recorded		Related
	Balance		Investment		Allowance		Balance		Investment		Allowance		Balance		Investment		Allowance		Balance		Investment		Allowance
With no related Allowance:	(dollars in thousands)												(dollars in thousands)
Residential mortgage	$	7,740	$	7,513	$	—	$	7,054	$	6,808	$	—	$	10,086	$	9,825	$	—	$	7,258	$	7,035	$	—
Commercial		—		—		—		—		—		—		—		—		—		—		—		—
Commercial real estate		1,365		1,325		—		1,244		1,206		—		905		661		—		908		668		—
ADC		988		987		—		1,142		1,143		—		328		324		—		752		752		—
Home equity/2nds		1,308		825		—		1,290		859		—		956		548		—		996		553		—
Consumer		69		68		—		76		76		—		66		66		—		69		69		—
With a related Allowance:
Residential mortgage		5,812		5,692		889		5,888		5,771		927		4,682		4,560		742		4,604		4,482		752
Commercial		—		—		—		476		430		430		—		—		—		—		—		—
Commercial real estate		564		564		67		795		786		142		547		547		62		553		553		64
ADC		132		132		32		135		135		32		104		104		29		128		128		32
Home equity/2nds		35		34		24		13		12		2		—		—		—		12		10		2
Consumer		4		4		—		—		—		—		2		2		—		—		—		—
Totals:
Residential mortgage		13,552		13,205		889		12,942		12,579		927		14,768		14,385		742		11,862		11,517		752
Commercial		—		—		—		476		430		430		—		—		—		—		—		—
Commercial real estate		1,929		1,889		67		2,039		1,992		142		1,452		1,208		62		1,461		1,221		64
ADC		1,120		1,119		32		1,277		1,278		32		432		428		29		880		880		32
Home equity/2nds		1,343		859		24		1,303		871		2		956		548		—		1,008		563		2
Consumer		73		72		—		76		76		—		68		68		—		69		69		—


	Three Months Ended March 31,
	2020				2019
	Average		Interest		Average		Interest
	Recorded		Income		Recorded		Income
	Investment		Recognized		Investment		Recognized
With no related Allowance:	(dollars in thousands)
Residential mortgage	$	9,648	$	89	$	6,668	$	69
Commercial		—		—		—		—
Commercial real estate		664		15		1,204		17
ADC		235		5		1,058		7
Home equity/2nds		553		6		853		13
Consumer		82		1		35		1
With a related Allowance:
Residential mortgage		4,571		57		5,751		81
Commercial		—		—		215		—
Commercial real estate		549		8		758		8
ADC		104		1		134		2
Home equity/2nds		—		—		12		—
Consumer		2		1		40		—
Totals:
Residential mortgage		14,219		146		12,419		150
Commercial		—		—		215		—
Commercial real estate		1,213		23		1,962		25
ADC		339		6		1,192		9
Home equity/2nds		553		6		865		13
Consumer		84		2		75		1

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Three Months Ended June 30,

Six Months Ended June 30,

2019

2018

2019

2018


Average

Interest

Average

Interest

Average

Interest

Average

Interest

Recorded

Income

Recorded

Income

Recorded

Income

Recorded

Income

Investment

Recognized

Investment

Recognized

Investment

Recognized

Investment

Recognized
With no related Allowance:

(dollars in thousands)
Residential mortgage

$
7,197

$
81

$
7,867

$
88

$
6,950

$
160

$
9,824

$
174
Commercial

—

—

457

13

—

—

78

20
Commercial real estate

1,327

17

1,326

14

1,245

37

1,350

30
ADC

977

7

397

4

1,034

15

555

9
Home equity/2nds

834

17

1,285

12

844

30

483

20
Consumer

224

1

—

—

46

2

—

—
With a related Allowance:
















Residential mortgage

5,706

80

7,439

75

5,731

160

7,184

152
Commercial

—

—

—

—

143

—

—

—
Commercial real estate

567

11

751

8

694

20

1,276

14
ADC

132

2

344

6

134

4

1,117

11
Home equity/2nds

34

—

13

—

19

1

4

—
Consumer

4

—

80

1

28

—

82

—
Totals:
















Residential mortgage

12,903

161

15,306

163

12,681

320

17,008

326
Commercial

—

—

457

13

143

—

78

20
Commercial real estate

1,894

28

2,077

22

1,939

57

2,626

44
ADC

1,109

9

741

10

1,168

19

1,672

20
Home equity/2nds

868

17

1,298

12

863

31

487

20
Consumer

228

1

80

1

74

2

82

—

There were ~~$1.3 million~~$674,000 and $1.4 million in consumer mortgage properties included in real estate acquired through foreclosure at ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. Consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceedings were in process according to local requirements of the applicable jurisdiction totaled ~~$2.3~~$5.1 million as of ~~June 30, 2019~~March 31, 2020 and ~~$1.9~~$2.3 million as of December 31, ~~2018.~~2019.

~~Troubled Debt Restructure Loans (“TDR” or “TDRs”)~~TDRs

See discussion above in this Note regarding the CARES Act relating to loan modifications during the COVID-19 pandemic.

Our portfolio of TDRs was accounted for under the following methods:


	June 30, 2019									March 31, 2020
							Total	Total								Total	Total
	Number of	Accrual		Number of	Nonaccrual		Number of	Balance of		Number of	Accrual		Number of	Nonaccrual		Number of	Balance of
	Modifications	Status		Modifications	Status		Modifications	Modifications		Modifications	Status		Modifications	Status		Modifications	Modifications
	(dollars in thousands)									(dollars in thousands)
Residential mortgage	35	$	9,332	3	$	422	38	$	9,754	31	$	7,615	1	$	85	32	$	7,700
Commercial real estate	2		1,000	—		—	2		1,000	2		974	—		—	2		974
ADC	1		132	—		—	1		132	1		129	—		—	1		129
Consumer	3		73	—		—	3		73	2		68	—		—	2		68
	41	$	10,537	3	$	422	44	$	10,959	36	$	8,786	1	$	85	37	$	8,871

~~Table of Contents~~


	December 31, 2018									December 31, 2019
							Total	Total								Total	Total
	Number of	Accrual		Number of	Nonaccrual		Number of	Balance of		Number of	Accrual		Number of	Nonaccrual		Number of	Balance of
	Modifications	Status		Modifications	Status		Modifications	Modifications		Modifications	Status		Modifications	Status		Modifications	Modifications
	(dollars in thousands)									(dollars in thousands)
Residential mortgage	36	$	9,469	3	$	446	39	$	9,915	31	$	7,675	1	$	85	32	$	7,760
Commercial real estate	2		1,019	—		—	2		1,019	2		984	—		—	2		984
ADC	1		134	—		—	1		134	1		130	—		—	1		130
Consumer	3		76	—		—	3		76	2		69	—		—	2		69
	42	$	10,698	3	$	446	45	$	11,144	36	$	8,858	1	$	85	37	$	8,943

There were no TDRs that defaulted during the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 or 2019 ~~or 2018~~ which were modified during the previous 12 month period.

We did not modify any loans that would qualify as TDRs during the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 or ~~2018.~~2019.

Note 4 - Regulatory Matters

The Bank is 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 our financial condition. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

In July 2013, federal bank regulatory agencies issued final ~~results~~rules to revise their risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with agreements that were reached by the Basel Committee on Banking Supervision and certain provisions of the Dodd-Frank Act (“Basel III”). On January 1, 2015, the Basel III rules became effective and included transition provisions which implement certain portions of the rules through January 1, 2019. Under the final rules, the effects of certain accumulated other comprehensive income items are not excluded, however, banking organizations like us that are not considered “advanced approaches” banking organizations

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may make a one-time permanent election to continue to exclude these items. With the submission of the Call Report for the first quarter of 2015, we made this election in order to avoid significant variations in the level of capital that can be caused by interest rate fluctuations on the fair value of the Bank’s AFS securities portfolio.

The Basel III rules also establish a “capital conservation buffer” of 2.5% above the regulatory minimum capital requirements, which must consist entirely of common equity Tier 1 capital. An institution would be subject to limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses to executive officers if its capital level falls below the buffer amount. These limitations establish a maximum percentage of eligible retained income that could be utilized for such actions.

As a result of the Economic Growth, Regulatory Relief, and Consumer Protection Act, the federal banking agencies ~~are required to develop~~have developed a “Community Bank Leverage Ratio” (the ratio of a bank’s ~~tangible equity~~tier 1 capital to average total consolidated assets) for financial institutions with assets of less than $10 billion. A “qualifying community bank” that exceeds this ratio will be deemed to be in compliance with all other capital and leverage requirements, including the capital requirements to be considered “well capitalized” under Prompt Corrective Action statutes. The federal banking agencies ~~may consider a financial institution’s risk profile when evaluating whether it qualifies as a community bank for purposes of the capital ratio requirement. The federal banking agencies must~~have set the ~~minimum capital for the new~~ Community Bank Leverage Ratio at ~~not less than 8% and not more than 10%~~9%. A financial institution can elect to be subject to this new ~~definition.~~definition, which we did on January 1, 2020. The ~~federal banking agencies have proposed~~CARES Act temporarily lowered this ratio to 8% beginning in the ~~Community Bank Leverage Ratio be set~~second quarter of 2020. The ratio would then rise to 8.5% for 2021 until it re-establishes at ~~9%. However, until~~ the ~~federal banking agencies finalize the proposed rule, the Basel III rules remain in effect.~~

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9% on January 1, 2022.

As of the date of ~~the~~our last regulatory exam, the Bank was considered “well capitalized” and as of ~~June 30, 2019,~~March 31, 2020, the Bank continued to meet the requirements to be considered “well capitalized” based on applicable U.S. regulatory capital ratio requirements.

The Bank’s regulatory capital amounts and ratios were as follows:


					Minimum				Minimum				To be Well								Minimum				Minimum				To be Well
					Requirements				Requirements				Capitalized Under								Requirements				Requirements				Capitalized Under
					for Capital Adequacy				with Capital				Prompt Corrective								for Capital Adequacy				with Capital				Prompt Corrective
	Actual				Purposes				Conservation Buffer				Action Provision				Actual				Purposes				Conservation Buffer				Action Provision
	Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio		Amount		Ratio
June 30, 2019	(dollars in thousands)
March 31, 2020																	(dollars in thousands)
Community bank leverage ratio																	$	117,632	14.1	%		N/A	N/A			N/A	N/A		$	75,221	9.0	%

December 31, 2019
Common Equity Tier 1 Capital (to risk-weighted assets)	$	118,722	18.0	%	$	29,725	4.5	%	$	46,238	7.0	%	$	42,936	6.5	%	$	117,492	18.5	%	$	28,617	4.5	%	$	44,515	7.0	%	$	41,336	6.5	%
Total capital (to risk-weighted assets)		126,919	19.2	%		52,844	8.0	%		69,358	10.5	%		66,055	10.0	%		124,619	19.6	%		50,875	8.0	%		66,773	10.5	%		63,593	10.0	%
Tier 1 capital (to risk-weighted assets)		118,722	18.0	%		39,633	6.0	%		56,147	8.5	%		52,844	8.0	%		117,492	18.5	%		38,156	6.0	%		54,054	8.5	%		50,875	8.0	%
Tier 1 capital (to average quarterly assets)		118,722	13.1	%		36,246	4.0	%		58,900	6.5	%		45,307	5.0	%		117,492	13.4	%		34,995	4.0	%		56,867	6.5	%		43,744	5.0	%

December 31, 2018
Common Equity Tier 1 Capital (to risk-weighted assets)	$	114,749	17.4	%	$	29,651	4.5	%	$	42,006	6.4	%	$	42,830	6.5	%
Total capital (to risk-weighted assets)		122,889	18.7	%		52,713	8.0	%		65,068	9.9	%		65,892	10.0	%
Tier 1 capital (to risk-weighted assets)		114,749	17.4	%		39,535	6.0	%		51,890	7.9	%		52,713	8.0	%
Tier 1 capital (to average quarterly assets)		114,749	13.5	%		33,932	4.0	%		49,838	5.9	%		42,415	5.0	%

Note 5 - Earnings Per Share

Basic earnings per share is computed by dividing net income available to common stockholders by the weighted average number of shares of common stock outstanding for each period. Diluted earnings per share reflect additional common shares that would have been outstanding if dilutive potential common shares had been issued. Potential common shares that may be issued by the Company relate to outstanding stock options ~~warrants, and convertible preferred stock,~~ and are determined using the treasury stock method.

~~Not included in the diluted earnings per share calculation because they~~ There were ~~anti-dilutive~~10,500 shares that were ~~22,000 and 24,000 shares of common stock issuable upon exercise of outstanding stock options~~anti-dilutive for the three ~~and six~~ months ended ~~June 30, 2018, respectively, as well as an additional 437,500 shares of common stock that was issuable upon conversion of the Company’s Series A Preferred Stock.~~March 31, 2020. There were no shares that were anti-dilutive ~~shares~~ for the three ~~or six~~ months ended ~~June 30, 2019.~~

On April 2, 2018, the Company exercised its option to convert all 437,500 outstanding shares of Series A Preferred Stock into shares of the Company’s common stock. The conversion ratio was one share of Series A Preferred Stock for one share of common stock. As of April 2, 2018, the Series A Preferred Stock was no longer deemed outstanding and all rights with respect to such stock ceased and terminated.

March 31, 2019.

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Information relating to the calculations of our income per common share is summarized as follows:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019
	(dollars in thousands, except for per share data)								(dollars in thousands, except for per share data)
Weighted-average shares outstanding - basic		12,775,123		12,684,711		12,774,191		12,463,132		12,812,642		12,773,259
Dilution		87,168		96,326		85,789		95,937		37,499		84,384
Weighted-average share outstanding - diluted		12,862,291		12,781,037		12,859,980		12,559,069		12,850,141		12,857,643

Net income available to common stockholders	$	2,176	$	1,918	$	4,785	$	3,733
Net income									$	565	$	2,609
Net income per share - basic	$	0.17	$	0.15	$	0.37	$	0.30	$	0.04	$	0.20
Net income per share - diluted	$	0.17	$	0.15	$	0.37	$	0.30	$	0.04	$	0.20

Note 6 - Stock-Based Compensation

We have maintained a stock-based compensation plan for directors, officers, and other key employees of the Company. The aggregate number of shares of common stock that could be issued with respect to the awards granted under the 2008 plan was 500,000 plus any shares forfeited under the Company’s old stock-based compensation plan. Under the terms of the 2008 stock-based compensation plan, the Company had the ability to grant various stock compensation incentives, including stock options, stock appreciation rights, and restricted stock. The 2008 stock-based compensation was granted under terms and conditions determined by the Compensation Committee of the Board of Directors. Under the 2008 stock-based compensation plan, stock options generally had a maximum term of ten years, and were granted with an exercise price at least equal to the fair market value of the common stock on the date the options were granted. Generally, options granted to directors, officers, and employees of the Company vested over a five-year period, although the Compensation Committee had the authority to provide for different vesting schedules. The ability to grant new options from ~~this~~the 2008 plan expired in March of 2018. ~~A new~~The 2019 Equity Incentive Plan, with similar provisions as the 2008 plan ~~with the same provisions~~ and ~~number of~~500,000 shares available for grant ~~as the old plan~~ was approved at the stockholders’ meeting in May of 2019. ~~No shares have been granted from this plan as of June 30, 2019.~~

We account for stock-based compensation in accordance with FASB ~~ASC~~Accounting Standards Codification (“ASC”) Topic 718, Compensation – Stock Compensation, which requires all share-based payments to employees, including grants of employee stock options, to be recognized as compensation expense in the ~~statement~~Statement of ~~operations~~Income at fair value. Additionally, we are required to recognize the expense of employee services received in share-based payment transactions and measure the expense based on the grant date fair value of the award. The expense is recognized over the period during which an employee is required to provide service in exchange for the award. Stock-based compensation expense included in the consolidated ~~statements~~Statements of ~~operations~~Income for the three months ended ~~June 30,~~March 31, 2020 and 2019 ~~and 2018~~ totaled $34,000 and ~~$57,000, respectively. Stock-based compensation expense included in the consolidated statements of operations for the six months ended June 30, 2019 and 2018 totaled $77,000 and $113,000,~~$43,000, respectively.

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Information regarding our stock-based compensation plan is as follows as of and for the ~~six months ended June 30:~~

2019

2018






Weighted-







Weighted-


Weighted-

Average

Aggregate

Weighted-

Average

Aggregate

Average

Remaining

Intrinsic

Average

Remaining

Intrinsic

Number

Exercise

Contractual

Value

Number

Exercise

Contractual

Value

of Shares

Price

Term (in years)

(in thousands)

of Shares

Price

Term (in years)

(in thousands)
Outstanding at beginning of period

349,023

$
6.32





434,025

$
5.87




Granted

—

—





6,500

7.41




Exercised

(15,561)

5.25





(24,002)

4.00




Forfeited

(38,500)

6.41





(1,750)

5.26




Outstanding at end of period

294,962

$
6.37

3.0

$
684

414,773

$
6.01

6.0

$
1,096
Exercisable at end of period

179,200

$
5.95

2.3

$
492

209,998

$
5.18

5.9

$
730

~~The cash received from the exercise of stock options amounted to $41,000 for the~~ three months ended ~~June 30, 2018 and $81,000 and $97,000 for the six months ended June 30, 2019 and 2018, respectively.~~March 31:


	2020						2019
				Weighted-						Weighted-
		Weighted-		Average	Aggregate			Weighted-		Average	Aggregate
		Average		Remaining	Intrinsic			Average		Remaining	Intrinsic
	Number	Exercise		Contractual	Value		Number	Exercise		Contractual	Value
	of Shares	Price		Term (in years)	(in thousands)		of Shares	Price		Term (in years)	(in thousands)
Outstanding at beginning of period	234,173	$	6.60				349,023	$	6.32
Granted	10,500		8.26				—		—
Exercised	(2,050)		6.78				(15,511)		5.24
Forfeited	—		—				(11,500)		5.46
Outstanding at end of period	242,623	$	6.67	2.7	$	69	322,012	$	6.41	3.3	$	989
Exercisable at end of period	159,884	$	6.37	2.3	$	69	175,189	$	5.96	2.6	$	617

The stock-based compensation expense amounts and fair values of options at the time of the grants were derived using the Black-Scholes option-pricing model. The following weighted average assumptions were used to value options granted for the ~~six~~three months ended ~~June 30, 2018.~~March 31, 2020. There were no options granted in 2019.


Expected life		5.5 years			5.5 years
Risk-free interest rate		2.67	%		0.95	%
Expected volatility		32.20	%		27.83	%
Expected dividend yield		—		$	1.95
Weighted average per share fair value of options granted	$	2.57		$	1.75

As of ~~June 30, 2019,~~March 31, 2020, there was ~~$353,000~~$242,000 of total unrecognized stock-based compensation expense related to nonvested stock options, which is expected to be recognized over the next 5172 months.

Note 7 - Commitments and Contingencies

Off-Balance Sheet Instruments

The Bank is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financial needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit, which involve, to varying degrees, elements of credit risk in excess of the amount recognized in the consolidated statements of financial condition. The contract amounts of these instruments express the extent of involvement we have in each class of financial instruments.

Our exposure to credit loss from nonperformance by the other party to the above mentioned financial instruments is represented by the contractual amount of those instruments. We use the same credit policies in making commitments and conditional obligations as we do for on-balance sheet instruments. Unless otherwise noted, we require collateral or other security to support financial instruments with off-balance sheet credit risk.

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	June 30,		December 31,		March 31,		December 31,
	2019		2018		2020		2019
	(dollars in thousands)				(dollars in thousands)
Standby letters of credit	$	3,398	$	3,321	$	2,741	$	3,325
Home equity lines of credit		17,364		17,015		16,011		16,917
Unadvanced construction commitments		77,251		75,326		74,975		79,378
Mortgage loan commitments		829		1,649		-		701
Lines of credit		21,321		20,990		19,344		16,501
Loans sold and serviced with limited repurchase provisions		43,839		49,623		55,271		76,536

Standby letters of credit are conditional commitments issued by the Bank guaranteeing performance by a customer to various municipalities. These guarantees are issued primarily to support performance arrangements and are limited to real estate transactions. The majority of these standby letters of credit expire within twelve months, with automatic one year renewals. The Bank has the option to stop any automatic renewal. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending other loan commitments. The Bank requires collateral supporting these letters of credit as deemed necessary. Management believes, except for certain standby letters of credit, that the proceeds obtained through a liquidation of such collateral would be sufficient to cover the maximum potential amount of future payments required under the corresponding guarantees. The current amount of the liability as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018~~2019 for guarantees under standby letters of credit issued was ~~$36,000~~$9,000 and ~~$42,000,~~$14,000, respectively.

Home equity lines of credit are loan commitments to individuals as long as there is no violation of any condition established in the contract. Commitments under home equity lines expire ten years after the date the loan closes and are secured by real estate. We evaluate each customer’s credit worthiness on a case-by-case basis.

Unadvanced construction commitments are loan commitments made to borrowers for both residential and commercial projects that are either in process or are expected to begin construction shortly.

Residential mortgage loan commitments at ~~June 30,~~December 31, 2019 ~~consisted~~not reflected in the accompanying statements of financial condition included three loans totaling ~~$829,000. Such~~$701,000. No such commitments existed at ~~December~~March 31, ~~2018 consisted of three loans totaling $1.6 million.~~2020.

Lines of credit are loan commitments to individuals and companies as long as there is no violation of any condition established in the contract. Lines of credit have a fixed expiration date. The Bank evaluates each customer’s credit worthiness on a case-by-case basis.

The Bank has entered into several agreements to sell mortgage loans to third parties. These agreements contain limited provisions that require the Bank to repurchase a loan if the loan becomes delinquent within a period ranging generally from 120 to 180 days after the sale date depending on the investor agreement. The credit risk involved in these financial instruments is essentially the same as that involved in extending loan facilities to customers. We ~~established a reserve for potential repurchases for these loans, which amounted to $106,000 at June 30, 2019 and $91,000 at December 31, 2018. We~~ did not repurchase any loans during the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 or ~~2018.~~2019.

Other Contingencies

The Company provides banking services to customers who do business in the medical-use cannabis industry. While the growing, processing, and sales of medical-use cannabis is legal in the state of Maryland, the business currently violates Federal law. The Company may be deemed to be aiding and abetting illegal activities through the services that it provides to these customers. The strict enforcement of Federal laws regarding medical-use cannabis would likely result in the Company’s inability to continue to provide banking services to these customers and the Company could have legal action taken against it by the Federal government, including imprisonment and fines. There is an uncertainty of the potential impact to the Company’s consolidated financial statements if the Federal government takes actions against the Company. As of ~~June 30, 2019,~~March 31, 2020, the Company has not accrued an amount for the potential impact of any such actions.

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Following is a summary of the level of business activities with our medical-use cannabis customers:

• Deposit and loan balances at ~~June 30, 2019~~March 31, 2020 were approximately ~~$27.1~~$31.0 million, or ~~4.0%~~4.5% of total deposits, and ~~$15.0~~$18.6 million, or ~~2.2%~~2.9% of total loans, respectively. Deposit and loan balances at December 31, ~~2018~~2019 were approximately ~~$17.0~~$22.8 million, or ~~2.2%~~3.4% of total deposits, and ~~$14.1~~$14.0 million, or ~~2.1%~~2.2% of total loans, respectively.

•Interest and noninterest income for the three months ended ~~June 30, 2019~~March 31, 2020 were approximately ~~$233,000~~$155,000 and ~~$491,000,~~$519,000, respectively. Interest and noninterest income for the three months ended ~~June 30, 2018 were approximately $134,000 and $315,000, respectively.~~

~~•Interest and noninterest income for the six months ended June 30,~~March 31, 2019 were approximately ~~$428,000~~$195,000 and ~~$941,000, respectively. Interest and noninterest income for the six months ended June 30, 2018 were approximately $310,000 and $545,000,~~$450,000, respectively.

•The volume of deposits in the accounts of medical-use cannabis customers for the ~~three and~~ ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 was approximately ~~$56.6 million and $106.1 million, respectively.~~$100.8 million. The volume of deposits in the accounts of medical-use cannabis customers for the three ~~and six~~ months ended ~~June 30, 2018~~March 31, 2019 was approximately ~~$11.4 million and $29.3 million, respectively.~~$49.5 million.

Note 8 - Fair Value ~~of Financial Instruments~~

Fair value is the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.

A fair value hierarchy that prioritizes the inputs to valuation methods is 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). The three levels of the fair market hierarchy are as follows:

Level 1: Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.

Level 2: Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability.

Level 3: Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e. supported with little or no market activity).

An asset or liability’s level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.

We record transfers between levels at the end of the reporting period in which the change in significant inputs occurs.

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Assets Measured on a Recurring Basis

The following table presents fair value measurements for assets that are measured at fair value on a recurring basis as of and for the ~~six~~three months ended ~~June 30, 2019:~~March 31, 2020:


					Significant										Significant
					Other		Significant		Total Changes						Other		Significant		Total Changes
			Quoted		Observable		Unobservable		In Fair Values				Quoted		Observable		Unobservable		In Fair Values
	Carrying		Prices		Inputs		Inputs		Included In		Carrying		Prices		Inputs		Inputs		Included In
	Value		(Level 1)		(Level 2)		(Level 3)		Period Income		Value		(Level 1)		(Level 2)		(Level 3)		Period Income
Assets:	(dollars in thousands)										(dollars in thousands)
AFS Securities - U.S. Treasury notes	$	1,995	$	1,995	$	—	$	—	$	—
AFS Securities - U.S. government agency notes		9,036		—		9,036		—		—	$	5,031	$	—	$	5,031	$	—	$	—
AFS Securities - corporate obligations												2,000		—		2,000		—		—
AFS Securities - mortgage-backed securities												11,811		—		11,811		—		—
Loans held for sale ("LHFS")		17,987		—		17,987		—		278		21,996		—		21,996		—		(200)
Mortgage servicing rights ("MSRs")		343		—		—		343		(94)		240		—		—		240		(83)
Interest-rate lock commitments ("IRLCs")		345		—		—		345		245		344		—		—		344		165
Best efforts forward contracts		39		—		39		—		39		835		—		835		—		812
Mandatory forward contracts												584		—		584		—		561

Liabilities:
Mandatory forward contracts		36		—		36		—		(20)
IRLCs												405		—		—		405		(405)
Best efforts forward contracts												18		—		18		—		(18)

The following table presents fair value measurements for assets and liabilities that are measured at fair value on a recurring basis as of and for the year ended December 31, ~~2018:~~2019:


					Significant										Significant
					Other		Significant		Total Changes						Other		Significant		Total Changes
			Quoted		Observable		Unobservable		In Fair Values				Quoted		Observable		Unobservable		In Fair Values
	Carrying		Prices		Inputs		Inputs		Included In		Carrying		Prices		Inputs		Inputs		Included In
	Value		(Level 1)		(Level 2)		(Level 3)		Period Income		Value		(Level 1)		(Level 2)		(Level 3)		Period Income
Assets:	(dollars in thousands)										(dollars in thousands)
AFS Securities - U.S. Treasury notes	$	1,981	$	1,981	$	—	$	—	$	—
AFS Securities - U.S. government agency notes		9,997		—		9,997		—		—	$	5,019	$	—	$	5,019	$	—	$	—
AFS Securities - mortgage-backed securities												7,887		—		7,887		—		—
LHFS		9,686		—		9,686		—		192		10,910		—		10,910		—		(5)
MSRs		437		—		—		437		(40)		323		—		—		323		(114)
IRLCs		100		—		—		100		78		179		—		—		179		79

Liabilities:
Mandatory forward contracts		16		—		16		—		(30)		23		—		23		—		39
Best efforts forward contracts		—		—		—		—		(3)		23		—		23		—		23

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The following table provides additional quantitative information about assets measured at fair value on a recurring basis and for which we have utilized Level 3 inputs to determine fair value:

Fair Value

Valuation

Unobservable

Range

Estimate

Technique

Input

(Weighted-Average)

June 30, 2019:

(dollars in thousands)





MSRs

$
343

Market Approach

Weighted average prepayment speed

12.90
%
IRLCs

345

Market Approach

Range of pull through rate

70% - 95
%

Average pull through rate

83
%










December 31, 2018:









MSRs

$
437

Market Approach

Weighted average prepayment speed

9.80
%
IRLCs

100

Market Approach

Range of pull through rate

70% - 95
%

Average pull through rate

84
%


	Fair Value		Valuation	Unobservable	Range
	Estimate		Technique	Input	(Weighted-Average)
March 31, 2020:	(dollars in thousands)
MSRs (1)	$	240	Market Approach	Weighted average prepayment speed	16.70	%
IRLCs - net liability		61	Market Approach	Range of pull through rate	70% - 95	%
				Average pull through rate	87	%

December 31, 2019:
MSRs (1)	$	323	Market Approach	Weighted average prepayment speed	11.10	%
IRLCs - asset		179	Market Approach	Range of pull through rate	70% - 95	%
				Average pull through rate	83	%

(1)

The weighted average was calculated with reference to the principle balance of the underlying mortgages.

~~Table of Contents~~

The following table shows the activity in the MSRs:



	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019
	(dollars in thousands)								(dollars in thousands)
Beginning balance	$	400	$	499	$	437	$	477	$	323	$	437
Valuation adjustment		(57)		2		(94)		24		(83)		(37)
Ending balance	$	343	$	501	$	343	$	501	$	240	$	400

The following table shows the activity in the IRLCs:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019
	(dollars in thousands)								(dollars in thousands)
Beginning balance	$	335	$	184	$	100	$	22	$	179	$	100
Valuation adjustment		10		(16)		245		146		(240)		235
Ending balance	$	345	$	168	$	345	$	168	$	(61)	$	335

AFS Securities

The estimated fair values of AFS debt securities are obtained from a nationally-recognized pricing service. This pricing service develops estimated fair values by analyzing like securities and applying available market information through processes such as benchmark curves, benchmarking of like securities, sector groupings, and matrix pricing to prepare valuations. Matrix pricing is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the bond’s terms and conditions, among other things, and are based on market data obtained from sources independent from the Bank. U.S Treasury Securities are considered Level 1 and all of our other securities are considered Level 2. The Level 2 investments in the Bank’s portfolio are priced using those inputs that, based on the analysis prepared by the pricing service, reflect the assumptions that market participants would use to price the assets. The Bank has determined that the Level 2 designation is appropriate for these securities because, as with most fixed-income securities, those in the Bank’s portfolio are not exchange-traded, and such nonexchange-traded fixed income securities are typically priced by correlation to observed market data.

LHFS

LHFS are carried at fair value, which is determined based on outstanding investor commitments or, in the absence of such commitments, on current investor yield requirements or third party pricing models.

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MSRs

The fair value of MSRs is determined using a valuation model administered by a third party that calculates the present value of estimated future net servicing income. The model incorporates assumptions that market participants use in estimating future net servicing income, including estimates of prepayment speeds, discount rate, default rates, cost to service (including delinquency and foreclosure costs), escrow account earnings, contractual servicing fee income, and other ancillary income such as late fees. Management reviews all significant assumptions on a monthly basis. Mortgage loan prepayment speed, a key assumption in the model, is the annual rate at which borrowers are forecasted to repay their mortgage loan principal. The discount rate used to determine the present value of estimated future net servicing income, another key assumption in the model, is an estimate of the required rate of return investors in the market would require for an asset with similar risk. Both assumptions can, and generally will, change as market conditions and interest rates change.

~~Table of Contents~~

IRLCs

We utilize a third party specialist model to estimate the fair value of our IRLCs, which are valued based upon mandatory pricing quotes from correspondent lenders less estimated costs to process and settle the loan. Fair value is adjusted for the estimated probability of the loan closing with the borrower.

Forward Contracts

To avoid interest rate risk, we enter into best efforts forward sales commitments with investors at the time we make an IRLC to a borrower. Once a loan has been closed and funded, the best efforts commitments convert to mandatory forward sales commitments. The mandatory commitments are derivatives, and the bank measures and reports them at fair value. Fair value is based on the gain or loss that would occur if we were to pair-off the transaction with the investor at the measurement date. This is a level 2 input. We have elected to measure and report best efforts commitments at fair value using a valuation methodology similar to that used for our mandatory commitments.

Assets Measured on a Nonrecurring Basis

We may be required, from time to time, to measure certain other assets at fair value on a nonrecurring basis. These adjustments to fair value usually result from application of lower-of-cost-or-market value (“LCM”) accounting or write-downs of individual assets. For assets measured at fair value on a nonrecurring basis, the following tables provide the level of valuation assumptions used to determine each adjustment and the carrying value of assets:


	June 30, 2019											March 31, 2020
					Significant											Significant
					Other		Significant									Other		Significant
			Quoted		Observable		Unobservable							Quoted		Observable		Unobservable
	Carrying		Prices		Inputs		Inputs		Range of	Weighted		Carrying		Prices		Inputs		Inputs		Range of	Weighted
	Value		(Level 1)		(Level 2)		(Level 3)		Discount (1)	Average		Value		(Level 1)		(Level 2)		(Level 3)		Discount (1)	Average (2)
	(dollars in thousands)											(dollars in thousands)
Impaired loans	$	5,538	$	—	$	—	$	5,538	0% - 15%	7	%	$	4,378	$	—	$	—	$	4,378	0% - 15%	7	%
Real estate acquired through foreclosure		625		—		—		625	0% - 16%	16	%		471		—		—		471	0% - 17%	17	%

(1)

Discount based on current market conditions and estimated selling costs

December 31, 2018

Significant

Other

Significant

Quoted

Observable

Unobservable

Carrying

Prices

Inputs

Inputs

Range of

Weighted


Value

(Level 1)

(Level 2)

(Level 3)

Discount (1)

Average


(dollars in thousands)

Impaired loans

$
5,678

$
—

$
—

$
5,678

0% - 16%

6.7
%

(2)

Inputs are weighted based on the relative fair values of the instruments.

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	December 31, 2019
					Significant
					Other		Significant
			Quoted		Observable		Unobservable
	Carrying		Prices		Inputs		Inputs		Range of	Weighted
	Value		(Level 1)		(Level 2)		(Level 3)		Discount (1)	Average (2)
	(dollars in thousands)
Impaired loans	$	4,437	$	—	$	—	$	4,437	0% - 160%	8	%
Real estate acquired through foreclosure		1,174		—		—		1,174	0% - 16%	10	%

(1)

Discount based on current market conditions and estimated selling costs

(2)

Inputs are weighted based on the relative fair values of the instruments

Impaired Loans

Impaired loans are those for which we have measured impairment based on the present value of expected future cash flows or on the fair value of the loan’s collateral. Fair value is generally determined based upon independent third-party appraisals of the properties, or discounted cash flows based upon the expected proceeds. If it is determined that the repayment of the loan will be provided solely by the underlying collateral, and there are no other available and reliable sources of repayment, the loan is considered collateral dependent. Impaired loans that are considered collateral dependent are carried at LCM. Collateral may be in the form of real estate or business assets including equipment, inventory, and/or accounts receivable. The use of independent appraisals and management’s best judgment are significant inputs in arriving at the fair value measure of the underlying collateral and impaired loans are therefore classified within level 3 of the fair value hierarchy.

~~Table of Contents~~

For such loans that are classified as impaired, an Allowance is established when the present value of the expected future cash flows of the impaired loan is lower than the carrying value of that loan. For such impaired loans that are classified as collateral dependent, an Allowance is established when the current market value of the underlying collateral less its estimated disposal costs has not been finalized, but management determines that it is likely that the value is lower than the carrying value of that loan. Once the net collateral value has been determined, a charge-off is taken for the difference between the net collateral value and the carrying value of the loan.

Real Estate Acquired Through Foreclosure

We record foreclosed real estate assets at the fair value less estimated selling costs on their acquisition dates and at the lower of such initial amount or estimated fair value less estimated selling costs thereafter. We generally obtain certified external appraisals of real estate acquired through foreclosure and estimate fair value using those appraisals. Other valuation sources may be used, including broker price opinions, letters of intent, and executed sale agreements.

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Fair Value of All Financial Instruments

The carrying value and fair value of all financial instruments are summarized in the following tables:


	June 30, 2019										March 31, 2020
	Carrying		Fair Value								Carrying		Fair Value
	Value		Level 1		Level 2		Level 3		Total		Value		Level 1		Level 2		Level 3		Total
Assets:	(dollars in thousands)										(dollars in thousands)
Cash and cash equivalents	$	77,337	$	77,337	$	—	$	—	$	77,337	$	115,636	$	115,636	$	—	$	—	$	115,636
Certificates of deposit held for investment		7,540		7,540		—		—		7,540		7,540		7,540		—		—		7,540
AFS securities		11,031		1,995		9,036		—		11,031		18,842		—		18,842		—		18,842
HTM securities		33,562		2,015		31,693		—		33,708		22,737		1,015		22,442		—		23,457
LHFS		17,987		—		17,987		—		17,987		21,996		—		21,996		—		21,996
Loans receivable, net		671,480		—		—		679,488		679,488		628,032		—		—		616,259		616,259
Restricted stock investments		2,857		—		2,857		—		2,857		2,299		—		2,299		—		2,299
Accrued interest receivable		2,605		—		2,605		—		2,605		2,275		—		2,275		—		2,275
ROU asset		2,494		—		2,494		—		2,494
MSRs		343		—		—		343		343		240		—		—		240		240
IRLCs		345		—		—		345		345		344		—		—		344		344
Mandatory forward contracts												584		—		584		—		584
Best effort forward contracts		39		—		39		—		39		835		—		835		—		835
Liabilities:
Deposits		685,416		—		683,846		—		683,846		690,212		—		694,660		—		694,660
Accrued interest payable		350		—		350		—		350		308		—		308		—		308
Borrowings		48,500		—		44,886		—		44,886		35,000		—		35,495		—		35,495
Subordinated debentures		20,619		—		—		20,619		20,619		20,619		—		—		18,846		18,846
Lease liability		2,528		—		2,528		—		2,528
Mandatory forward contracts		36		—		36		—		36
IRLCs												405		—		—		405		405
Best effort forward contracts												18		—		18		—		18

~~Table of Contents~~


	December 31, 2018										December 31, 2019
	Carrying		Fair Value								Carrying		Fair Value
	Value		Level 1		Level 2		Level 3		Total		Value		Level 1		Level 2		Level 3		Total
Assets:	(dollars in thousands)										(dollars in thousands)
Cash and cash equivalents	$	188,340	$	188,340	$	—	$	—	$	188,340	$	88,193	$	88,193	$	—	$	—	$	88,193
Certificates of deposit held for investment		8,780		8,780		—		—		8,780		7,540		7,540		—		—		7,540
AFS securities		11,978		1,981		9,997		—		11,978		12,906		—		12,906		—		12,906
HTM securities		38,912		2,008		36,204		—		38,212		25,960		1,008		25,150		—		26,158
LHFS		9,686		—		9,686		—		9,686		10,910		—		10,910		—		10,910
Loans receivable, net		674,305		—		—		670,512		670,512		638,547		—		—		647,238		647,238
Restricted stock investments		3,766		—		3,766		—		3,766		2,431		—		2,431		—		2,431
Accrued interest receivable		2,848		—		2,848		—		2,848		2,458		—		2,458		—		2,458
MSRs		437		—		—		437		437		323		—		—		323		323
IRLCs		100		—		—		100		100		179		—		—		179		179
Mandatory forward contracts												23		—		23		—		23
Best effort forward contracts												23		—		23		—		23
Liabilities:
Deposits		779,506		—		778,313		—		778,313		661,049		—		662,418		—		662,418
Accrued interest payable		419		—		419		—		419		317		—		317		—		317
Borrowings		73,500		—		69,210		—		69,210		35,000		—		35,063		—		35,063
Subordinated debentures		20,619		—		—		20,619		20,619		20,619		—		—		16,754		16,754
Mandatory forward contracts		16		—		16		—		16

At ~~June 30,~~ 2019 and December 31, 2018 the Bank had loan funding commitments of $116.8 million and $115.0 million, respectively, and standby letters of credit outstanding of $3.4 million and $3.3 million, respectively. The fair value of these commitments is nominal.

Limitations

Fair value estimates are made at a specific point in time, based on relevant market information and information about financial instruments. These estimates do not reflect any premium or discount that could result from a one-time sale of our total holdings of a particular financial instrument. Because no market exists for a significant portion of our financial

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instruments, fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and therefore cannot be determined with precision. Changes in assumptions could significantly affect estimates. The above information should not be interpreted as an estimate of the fair value of the Company since a fair value calculation is only provided for a limited portion of our assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between our disclosures and those of other companies may not be meaningful.

There were no transfers between any of Levels 1, 2 and 3 for the ~~six~~three months ended ~~June 30,~~March 31, 2020 or 2019 ~~or 2018~~ or for the year ended December 31, ~~2018.~~

~~Note 9 - Leases~~

A lease is defined as a contract, or part of a contract, that conveys the right to control the use of identified property, plant or equipment for a period of time in exchange for consideration. On January 1, 2019, we adopted ASU No. 2016-02 ~~“Leases”~~ ~~(“Topic 842”) and all subsequent ASUs that modified Topic 842. For us, Topic 842 primarily affected the accounting treatment for operating lease agreements in which we are the lessee.~~

Substantially all of the leases in which we are the lessee are comprised of real estate property for branches, ATM locations, office equipment, and office space with terms extending through 2035. All of our leases are classified as operating leases, and therefore, were previously not recognized on the our consolidated statements of financial condition. With the adoption of Topic 842, operating lease agreements are required to be recognized on the consolidated statements of financial condition as an ROU asset and a corresponding lease liability.

~~Table of Contents~~

The following table represents the consolidated statements of financial condition classification of our ROU assets and lease liabilities, included in other assets and other liabilities, respectively. We elected not to include short-term leases (i.e., leases with initial terms of twelve months or less) on the consolidated statements of financial condition.

June 30, 2019

(dollars in thousands)
Lease ROU assets

$
2,494

Lease liabilities

2,528

The calculated amount of the ROU assets and lease liabilities in the table above are impacted by the length of the lease term and the discount rate used to present value the minimum lease payments. Our lease agreements often include one or more options to renew at our discretion. If at lease inception, we consider the exercising of a renewal option to be reasonably certain we will include the extended term in the calculation of the ROU asset and lease liability. Regarding the discount rate, Topic 842 requires the use of the rate implicit in the lease whenever this rate is readily determinable. As this rate is rarely determinable, we utilize our incremental borrowing rate at lease inception over a similar term. For operating leases existing prior to January 1, 2019, the rate for the remaining lease term as of January 1, 2019 was used. The weighted-average remaining lease term was 11.8 years and the weighted-average discount rate was 3.25% as of June 30, 2019.

The following table represents lease costs and other lease information. As we elected, for all classes of underlying assets, not to separate lease and non-lease components and instead to account for them as a single lease component, the variable lease cost primarily represents variable payments such as common area maintenance and utilities. Variable lease cost also includes payments for ATM location leases in which payments are based on a percentage of ATM transactions (i.e., ATM surcharge fees), rather than a fixed amount.

Three Months Ended

Six Months Ended

June 30, 2019

June 30, 2019

(dollars in thousands)
Operating lease costs

$
106

$
213
Variable lease cost

—

—
Total lease cost

106

213

~~Cash paid on operating lease liabilities amounted to $79,000 and $159,000 for the three and six months ended June 30, 2019 and 2018, respectively.~~

~~Future minimum payments for finance leases and operating leases with initial or remaining terms of one year or more were as follows:~~

June 30, 2019

Lease payments due:

(dollars in thousands)
June 30, 2020

$
351

June 30, 2021

315

June 30, 2022

293

June 30, 2023

269

June 30, 2024

223

Thereafter

1,682

Total future minimum lease payments

3,133

Amounts representing interest

(605)

Present value of net future minimum lease payments

2,528

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

When used in this report, the terms “the Company,” “we,” “us,” and “our” refer to Severn Bancorp and, unless the context requires otherwise, its consolidated subsidiaries. The following discussion should be read and reviewed in conjunction with Management’s Discussion and Analysis of Financial Condition and Results of Operations set forth in Severn Bancorp’s Annual Report on Form 10‑K as of and for the year ended December 31, ~~2018.~~

~~Table of Contents~~

2019.

The Company

The Company is a savings and loan holding company chartered as a corporation in the state of Maryland in 1990. It conducts business primarily through three subsidiaries, Severn Savings Bank, FSB (the “Bank”), Mid-Maryland Title Company, Inc. (the “Title Company”), and SBI Mortgage Company (“SBI”). The Title Company is a real estate settlement company that handles commercial and residential real estate settlements in Maryland. SBI holds mortgages that do not meet the underwriting criteria of the Bank, and is the parent company of Crownsville Development Corporation (“Crownsville”), which is doing business as Annapolis Equity Group and acquires real estate for syndication and investment purposes. The ~~Title Company is a real estate settlement company that handles commercial and residential real estate settlements in Maryland. The~~ Bank’s principal subsidiary, Louis Hyatt, Inc. (“Hyatt Commercial”), conducts business as Hyatt Commercial, a commercial real estate brokerage and property management company. We maintain ~~six~~seven branches in Anne Arundel County, Maryland at ~~June 30, 2019 and are opening a seventh branch in Crofton, Maryland in the third quarter of 2019.~~March 31, 2020. The branches offer a full range of deposit products and we originate mortgages in the Bank’s primary market of Anne Arundel County, Maryland and, to a lesser extent, in other parts of Maryland, Delaware, and Virginia. As of ~~June 30, 2019,~~March 31, 2020, we had ~~167~~174 full-time equivalent employees.

Significant Developments - COVID-19

On March 11, 2020, the World Health Organization declared the outbreak of a novel coronavirus (“COVID-19”) as a global pandemic, which continues to spread throughout the United States of America (“U.S.”) and around the world. The declaration of a global pandemic indicates that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections. The COVID-19 pandemic in the U.S. is expected to have a complex and significant adverse impact on the economy, the banking industry, and the Company in future fiscal periods, all subject to a high degree of uncertainty.

Effects on Our Market Areas

Our commercial and consumer banking products and services are offered primarily in Maryland, where individual and governmental responses to the COVID-19 pandemic have led to a broad curtailment of economic activity beginning in March 2020. In Maryland, the Governor issued a series of orders, including ordering schools to close for an indefinite period of time and an order that, subject to limited exceptions, all individuals stay at home and non‑essential businesses cease all activities for an indeterminate amount of time. The Bank has remained open during these orders because banks have been identified as essential services. The Bank has been serving its customers through its drive-ups, ATMs, and in all of its branch offices by appointment only.

To date, many of the public health and economic effects of COVID-19 have been concentrated in large cities, such as New York City, but we anticipate that similar effects will occur on a more delayed basis in smaller cities and communities, where our banking operations are primarily focused.

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Locally, as well as nationally, we have experienced an increase in unemployment levels as a result of the curtailment of business activities, the levels of which are expected to continue to increase for the foreseeable future.

Policy and Regulatory Developments

Federal, state and local governments and regulatory authorities have enacted and issued a range of policy responses to the COVID-19 pandemic, including the following:

The Federal Reserve Board (“FRB”) decreased the range for the federal funds target rate by 0.5% on March 3, 2020, and by another 1.0% on March 16, 2020, reaching the current range of 0.0% - 0.25%.

On March 27, 2020, President Trump signed the Coronavirus Aid, Relief and Economic Security Act (“CARES Act”), which established a $2.0 trillion economic stimulus package, including cash payments to individuals, supplemental unemployment insurance benefits and a $349.0 billion loan program administered through the U.S. Small Business Administration (“SBA”), referred to as the paycheck protection program (“PPP”). Under the PPP, small businesses, sole proprietorships, independent contractors and self-employed individuals may apply for loans from existing SBA lenders and other approved regulated lenders that enroll in the program, subject to numerous limitations and eligibility criteria. PPP loans have an interest rate of 1.0%, a two-year loan term to maturity, and principal and interest payments deferred for six months from the date of disbursement. The Bank is participating as a lender in the PPP. In addition, the CARES Act provides financial institutions the option to temporarily suspend certain requirements under accounting principles generally accepted in the U.S. (“GAAP”) related to troubled debt restructure loans (“TDR” or “TDRs”) for a limited period of time to account for the effects of COVID-19.

On April 7, 2020, federal banking regulators issued a revised Interagency Statement on Loan Modifications and Reporting for Financial Institutions, which, among other things, encouraged financial institutions to work prudently with borrowers who are or may be unable to meet their contractual payment obligations because of the effects of COVID-19, and stated that institutions generally do not need to categorize COVID-19-related modifications as TDRs and that the agencies will not direct supervised institutions to automatically categorize all COVID-19 related loan modifications as TDRs.

On April 9, 2020, the FRB announced additional measures aimed at supporting small and mid-sized businesses, as well as state and local governments impacted by COVID-19. The FRB announced the Main Street Business Lending Program, which establishes two new loan facilities intended to facilitate lending to small and mid-sized businesses: (1) the Main Street New Loan Facility (“MSNLF”) and (2) the Main Street Expanded Loan Facility (“MSELF”). MSNLF loans are unsecured term loans originated on or after April 8, 2020, while MSELF loans are provided as upsized tranches of existing loans originated before April 8, 2020. The combined size of the program will be up to $600.0 billion. The program is designed for businesses with up to 10,000 employees or $2.5 billion in 2019 revenues. To obtain a loan, borrowers must confirm that they are seeking financial support because of COVID-19 and that they will not use proceeds from the loan to pay off debt. The FRB also stated that it would provide additional funding to banks offering PPP loans to help struggling small businesses. The PPPLF was created by the FRB on April 9, 2020 to facilitate lending by participating financial institutions to small businesses under the PPP of the CARES Act. Under the facility, the FRB lends to participating financial institutions on a non-recourse basis, taking PPP loans as collateral. Lenders participating in the PPP will be able to exclude loans financed by the facility from their leverage ratio. In addition, the FRB created a Municipal Liquidity Facility to support state and local governments with up to $500.0 billion in lending, with the Treasury Department backing $35.0 billion for the facility using funds appropriated by the CARES Act. The facility will make short-term financing available to cities with a population of more than one million or counties with a population of greater than two million. The FRB expanded both the size and scope of its Primary and Secondary Market Corporate Credit Facilities to support up to $750.0 billion in credit to corporate debt issuers. This will allow companies that were investment grade before the onset of COVID-19 but then subsequently downgraded after March 22, 2020 to gain access to the facility. Finally, the FRB announced that its Term Asset-Backed Securities Loan Facility will be scaled up

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in scope to include the triple A-rated tranche of commercial mortgage-backed securities and newly issued collateralized loan obligations. The size of the facility is $100.0 billion.

Effects on Our Business

We currently expect that the COVID-19 pandemic and the specific developments referred to above could have a significant impact on our business. The outbreak of COVID-19 could adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their financial obligations to the Company. In particular, we anticipate that a significant portion of the Bank’s borrowers in the hotel, restaurant, and retail industries will continue to endure significant economic distress, which has caused, and may continue to cause, them to draw on their existing lines of credit and adversely affect their ability to repay existing indebtedness, and is expected to adversely impact the value of collateral. These developments, together with economic conditions generally, are also expected to impact our commercial real estate portfolio, particularly with respect to real estate with exposure to these industries, and the value of certain collateral securing our loans. As a result, we anticipate that our financial condition, capital levels, and results of operations could be adversely affected.

Our Response

We have taken numerous steps in response to the COVID-19 pandemic, including the following:

actively working with loan customers to evaluate prudent loan modification terms;

continuing to promote our digital banking options through our website. Customers are encouraged to utilize online and mobile banking tools, and our customer service and retail departments are fully staffed and available to assist customers remotely;

acting as a participating lender in the PPP. We believe it is our responsibility as a community bank to assist the SBA in the distribution of funds authorized under the CARES Act to our customers and communities, which we are carrying out in a prudent and responsible manner. As of April 30, the Company had originated $38.9 million in PPP loans, and is working diligently with the SBA to qualify customers to receive such loans; and

closing all branches to customer activity indefinitely, except for drive-up and appointment only services. We continue to pay all employees according to their normal work schedule, even if their work has been reduced. No employees have been furloughed. Employees whose job responsibilities can be effectively carried out remotely are working from home. Employees whose critical duties require their continued presence on-site are observing social distancing and cleaning protocols.

Overview

The Company provides a wide range of personal and commercial banking services. Personal services include mortgage lending and various other lending services as well as deposit products such as personal Internet banking and online bill pay, checking accounts, individual retirement accounts, money market accounts, and savings and time deposit accounts. Commercial services include commercial secured and unsecured lending services as well as business Internet banking, corporate cash management services, and deposit ~~services.~~services to commercial customers, including those in the medical-use cannabis industry. The Company also provides ATMs, credit cards, debit cards, safe deposit boxes, and telephone banking, among other products and services.

We have experienced ~~an improved level of~~a decline in profitability for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, primarily due to ~~an improvement~~a decrease in net interest income, ~~as well as improved profitability~~an increased provision for loan losses, and increased noninterest expenses, slightly offset by increased noninterest income. Net interest income decreased primarily due to a declining interest rate environment, resulting from rate reductions by the FRB in response to the COVID-19 pandemic (see additional information on COVID-19 above and in Item 1A – Risk Factors of ~~our~~Part II of this Quarterly Report on Form 10-Q). We recognized increased revenue from mortgage-banking ~~operations. We recognized~~activities and increased deposit service charges as a result of fees from medical-use cannabis deposit

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accounts. We recorded a $750,000 provision for loan losses. Noninterest expenses increased for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 due to ~~as severance payments to former employees,~~ increased ~~consulting~~professional fees and investments in staff, property, and systems to enhance production and efficiency.

The Company expects to experience similar market conditions during the remainder of ~~2019,~~2020, provided interest rates do not increase or decrease rapidly. If interest rates change rapidly, demand for loans may fluctuate and our interest rate spread could change significantly. We ~~will~~ continue to manage loan and deposit pricing against the potential risks of rising costs of our deposits and borrowings. Interest rates are outside of our control, so we must attempt to balance the pricing and duration of the loan portfolio against the risks of rising or declining costs of our deposits and borrowings. The continued success and attraction of Anne Arundel County, Maryland, and vicinity, will also be important to our ability to originate and grow loans and deposits, as will our continued focus on maintaining a low overhead. If volatility in the market and the economy ~~occurs,~~continues to occur, our business, financial condition, results of operations, access to funds, and the price of our stock could be materially and adversely impacted. Despite our declining profitability in the first quarter of 2020, we believe the Company is well prepared for the economic and social consequences of the COVID-19 global pandemic.

Critical Accounting Policies

Our accounting and financial reporting policies conform to ~~accounting principles generally accepted in the United States of America (“U.S.”) (“GAAP”)~~GAAP and ~~general practice~~prevailing practices within the banking industry. Accordingly, preparation of the financial statements requires management to exercise significant judgment or discretion or make significant assumptions and estimates based on the information available that have, or could have, a material impact on the carrying value of certain assets or on income. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. The accounting policies we view as critical are those relating to the allowance for loan losses (“Allowance”), the valuation of ~~securities, the valuation of~~ real estate acquired through foreclosure, and the valuation of deferred tax assets and liabilities. Significant accounting policies are discussed in detail in “Notes to Consolidated Financial Statements - Note 1 - Summary of Significant Account Policies” in our Annual Report on Form 10-K as of and for the year ended December 31, ~~2018.~~2019. There have been no material changes to the significant accounting policies as described in the Annual Report other than those mentioned in Note 1 to the financial statements in this Quarterly Report on Form 10-Q. Disclosures regarding the effects

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of new accounting pronouncements are included in Note 1 to our Consolidated Financial Statements included in this Quarterly Report on Form 10-Q.

Results of Operations

Net Income

~~Three Months Ended June 30~~

Net income ~~amounted~~decreased by $2.0 million, or 78.3%, to ~~$2.2 million and $1.9~~$565,000 for the three months ended March 31, 2020 compared to $2.6 million for the three months ended ~~June 30, 2019 and 2018, respectively.~~March 31, 2019. Basic and diluted income per share were ~~$0.17~~$0.04 for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to basic and diluted income per share of ~~$0.15~~$0.20 for the three months ended ~~June 30, 2018.~~March 31, 2019. The ~~increase~~decrease in net income reflected ~~improved~~decreased net interest income, an increased provision for loan losses, and increased noninterest ~~income,~~expense, partially offset by increased noninterest ~~expense and income tax provision.~~income.

~~Six Months Ended June 30~~

Net income increased $982,000, or 25.8%, to $4.8 million for the six months ended June 30, 2019, compared to $3.8 million for the six months ended June 30, 2018. Basic and diluted income per share were $0.37, for the six months ended June 30, 2019, compared to basic and diluted income per share of $0.30 for the six months ended June 30, 2018. The increase in net income reflected improved net interest income and noninterest income, partially offset by increased noninterest expense and income tax provision.

Net Interest Income

~~Three Months Ended June 30~~

Net interest income ~~increased~~decreased by ~~$918,000,~~$1.3 million, or ~~13.3%~~16.5%, to ~~$7.8~~$6.8 million for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to ~~$6.9~~$8.1 million for the same period of ~~2018.~~2019. Our net interest margin decreased ~~slightly~~ from ~~3.57%~~3.65% for the three months ended ~~June 30, 2018~~March 31, 2019 to ~~3.55%~~3.38% for the three months ended ~~June 30, 2019.~~March 31, 2020. Our net interest spread decreased from ~~3.29%~~3.35% for the three months ended ~~June 30, 2018~~March 31, 2019 to ~~3.20%~~2.95% for the three months ended ~~June 30, 2019.~~

~~Six Months Ended June 30~~March 31, 2020.

Net interest income ~~increased~~was significantly impacted by ~~$2.0 million, or 14.5%,~~a declining interest rate environment directly related to ~~$15.9 million for~~ the ~~six months ended June 30, 2019, compared~~COVID-19 pandemic. The abrupt decline in interest rates during the first quarter of 2020 not only reduced interest income on floating-rate commercial loans and other liquid assets, but it also reduced competitive pressures and depositor expectations concerning deposit interest rates. Because of the need to ~~$13.9 million for the six months ended June 30, 2018. Our~~maintain higher levels of liquidity and delays in business investment activity due to COVID-19 disruptions, some further compression of our net interest margin decreased slightly from 3.62% for the six months ended June 30, 2018 to 3.60% for the six months ended June 30, 2019. Our net interest spread decreased from 3.37% for the six months ended June 30, 2018 to 3.27% for the six months ended June 30, 2019.

~~Interest Income~~

~~Three Months Ended June 30~~

~~Interest income increased by $1.2 million, or 13.6%, to~~ ~~$10.2 million~~ ~~for the three months ended June 30, 2019, compared to~~ ~~$9.0 million~~ for the three months ended June 30, 2018, primarily due to increases in interest income on loans due to an increased average yield and an increase in interest income on other interest-earning assets due to increased average volume and yield. Average interest-earning assets increased from $777.8 million~~for the three months ended June 30, 2018 to~~ ~~$885.5 million~~ for the three months ended June 30, 2019, due primarily to growth in average other interest-earning assets of $113.2 million, most of which consisted of interest-earning deposits in banks, and an increaseis likely in the average yield on loans. The increase in interest-bearing deposits in banks was the result of increased deposits from our medical-use cannabis customers. The average yield on other interest-earning assets increased from 1.53% for the three months ended June 30, 2018 to 1.95% for the same period of 2019. Average loans outstanding increased $5.6 million from $673.7 million for the three months ended June 30, 2018 to $679.3 million for the three months ended June 30, 2019. The average yield on loans held for investment increased from 5.03% for the three months ended June 30, 2018 to 5.42% for the three months endednext

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~~June 30, 2019 as~~two quarters, but a ~~result~~reasonably robust recovery in business conditions could enable us to deploy our additional asset generation resources and thus reallocate some of ~~the increased interest rate environment. Average held-to-maturity (“HTM”) securities decreased by~~ ~~$14.3 million~~ ~~due to securities maturities and repayments from mortgage-backed securities.~~our excess liquidity.

~~Six Months Ended June 30~~Interest Income

Interest income ~~increased~~decreased by ~~$2.9~~$1.6 million, or ~~16.2%~~15.4%, to $~~20.8~~8.9 million for the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, compared to $~~17.9~~10.5 million for the ~~six~~three months ended ~~June 30, 2018, primarily~~March 31, 2019, due to ~~increases~~both a low interest rate environment created by the COVID-19 pandemic and a decreased level of average interest-earning assets in ~~interest income on loans and other interest-earning assets.~~the first quarter of 2020. Average interest-earning assets ~~increased~~decreased from ~~$775.9 million for the six months ended June 30, 2018 to~~ $~~892.0~~898.4 million for the ~~six~~three months ended ~~June 30,~~March 31, 2019 to $803.2 million for the three months ended March 31, 2020, due primarily to ~~growth~~a decline in average other interest-earning assets of ~~$120.5 million, most of which consisted of~~$55.9 million. Such decrease resulted primarily from decreased average interest-earning deposits in banks, ~~and an increase in the average yield on loans. The increase in interest-bearing deposits in banks~~which was the result of ~~increased~~decreased deposits from our medical-use cannabis customers. The average yield on other interest-earning assets ~~increased from 1.54%~~decreased to 1.25% for the ~~six~~three months ended ~~June 30, 2018 to 2.32%~~March 31, 2020 from 2.66% for the ~~same period~~three months ended March 31, 2019, primarily due to a change in the mix of other interest-earning asset types and the decreased rate environment. We held less Federal Home Loan Bank of Atlanta (“FHLB”) stock and certificates of deposit held for investment during the three months ended March 31, 2020 than during the three months ended March 31, 2019. ~~Average~~Additionally, average loans outstanding ~~increased $7.7~~decreased $34.3 million from ~~$671.2~~$678.4 million for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 to ~~$678.8~~$644.1 million for the ~~six~~three months ended ~~June~~March 31, 2020. The average yield on interest-earning assets decreased 30 basis points to 4.46% for the three months ended March 31, 2020 from 4.76% for the three months ended March 31, 2019. The average yield on loans held for investment ~~increased~~decreased from ~~5.04%~~5.47% for the ~~six~~three months ended ~~June 30, 2018~~March 31, 2019 to ~~5.44%~~5.15% for the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 as a result of the ~~increased~~decreased interest rate ~~environment. Average HTM securities decreased by~~ ~~$14.6 million due~~ environment in the first quarter of 2020 compared to ~~securities maturities and repayments from mortgage-backed securities.~~the first quarter of 2019.

Interest Expense

~~Three Months Ended June 30~~

~~Interest~~Total interest expense ~~increased by $305,000, or 14.7%, to~~was $~~2.4~~2.2 million for the three months ended ~~June 30, 2019, compared to~~ ~~$2.1~~March 31, 2020 and $2.5 million ~~for~~ the three months ended June 30, 2018 as a result of a $624,000 increase in interest expense on deposits, partially offset by a $319,000 decrease in interest expense on borrowings. The increase in deposit interest expense was primarily due to an increase in the average rate paid on interest-bearing deposits, driven by the rising interest rate environment as well as increased effects of competition with other financial institutions. These factors increased the average rate paid on deposits from 1.02% for the three months ended ~~June 30, 2018~~March 31, 2019. We experienced a decrease in deposit interest expense, primarily due to ~~1.29%~~a decrease in the average balance of interest-bearing deposits from $622.4 million for the three months ended ~~June 30, 2019. The average rate paid on certificates of deposit increased from 1.76%~~March 31, 2019 to $519.4 million for the three months ended June 30, 2018 to 2.12% for the same period of 2019. Additionally, the average rate paid on checking and savings accounts increased from 0.42% for the three months ended June 30, 2018 to 0.84% for the three months ended June 30, 2019.March 31, 2020. The average balance of checking and savings accounts ~~increased~~decreased significantly from ~~$277.3~~$411.3 million for the three months ended ~~June 30, 2018~~March 31, 2019 to ~~$385.1~~$323.7 million for the three months ended ~~June 30, 2019,~~March 31, 2020, primarily due to ~~increases~~decreases in our medical-use cannabis related ~~accounts.~~accounts, occurring mostly in the latter part of 2019. The average balance of certificates of deposit decreased from ~~$223.8~~$211.1 million for the three months ended ~~June 30, 2018~~March 31, 2019 to ~~$206.0~~$195.7 million for the same period of ~~2019~~2020 due to runoff from maturing certificates of deposit. Average borrowings decreased ~~$39.4~~$27.1 million ~~due to payoffs of Federal Home Loan Bank of Atlanta (“FHLB”) advances.~~

~~Six Months Ended June 30~~

~~Interest expense increased by $870,000, or 21.9%, to~~ ~~$4.8 million~~ ~~for~~during the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020 compared to~~$4.0 million~~ for the six months ended June 30, 2018 as a result of a $1.4 million increase in interest expense on deposits, partially offset by a $490,000 decrease in interest expense on borrowings. The increase in deposit interest expense was primarily due to an increase in the average rate paid on interest-bearing deposits, driven by the rising interest rate environment as well as increased effects of competition with other financial institutions. These factors increased the average rate paid on deposits from 0.95% for the six months ended June 30, 2018 to 1.25% for the six months ended June 30, 2019. The average rate paid on certificates of deposit increased from 1.61% for the six months ended June 30, 2018 to 2.07% for the same period of 2019. Additionally, the average rate paid on checking and savings accounts increased from 0.44% for the six months ended June 30, 2018 to 0.82% for the six months ended June 30, 2019. The average balance of checking and savings accounts increased significantly from $286.3 million for the six months ended June 30, 2018 to $398.2 million for the six months ended June 30, 2019, primarily due to increases in our medical-use cannabis related accounts. The average balance of certificates of deposit decreased from $223.2 million for the six months ended June 30, 2018 to $208.6 million for the same period of 2019, due to ~~runoff from maturing certificates of deposit. Average borrowings decreased $37.0 million due to~~ payoffs of FHLB advances.

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The following ~~tables set~~table sets forth, for the periods indicated, information regarding the average balances of interest-earning assets and interest-bearing liabilities and the resulting yields on average interest-earning assets and average rates paid on

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average interest-bearing liabilities. Average balances are also provided for noninterest-earning assets and noninterest-bearing liabilities.

Three Months Ended June 30,

2019

2018

Average

Yield/

Average

Yield/


Balance

Interest (2)

Rate (4)

Balance

Interest (2)

Rate (4)

ASSETS

(dollars in thousands)

Loans (1)

$
679,334

$
9,176

5.42
%
$
673,700

$
8,444

5.03
%
Loans held for sale ("LHFS")

10,184

50

1.97
%

5,172

72

5.58
%
Available-for-sale ("AFS") securities

11,553

50

1.74
%

11,794

52

1.77
%
Held-to-maturity ("HTM") securities

36,410

191

2.10
%

50,675

255

2.02
%
Other interest-earning assets (3)

144,974

705

1.95
%

31,730

121

1.53
%
Restricted stock investments, at cost

3,077

52

6.80
%

4,763

57

4.80
%
Total interest-earning assets

885,532

10,224

4.63
%

777,834

9,001

4.64
%
Allowance

(8,082)





(8,184)





Cash and other noninterest-earning assets

42,753





43,474





Total assets

$
920,203

10,224



$
813,124

9,001



LIABILITIES AND STOCKHOLDERS' EQUITY













Interest-bearing deposits:













Checking and savings

$
385,084

807

0.84
%
$
277,269

292

0.42
%
Certificates of deposit

206,022

1,091

2.12
%

223,822

982

1.76
%
Total interest-bearing deposits

591,106

1,898

1.29
%

501,091

1,274

1.02
%
Borrowings

75,887

481

2.54
%

115,279

800

2.78
%
Total interest-bearing liabilities

666,993

2,379

1.43
%

616,370

2,074

1.35
%
Noninterest-bearing deposit accounts

146,832





99,714





Other noninterest-bearing liabilities

4,382





2,365





Stockholders' equity

101,996





94,675





Total liabilities and stockholders' equity

$
920,203

2,379



$
813,124

2,074



Net interest income/net interest spread



$
7,845

3.20
%



$
6,927

3.29
%
Net interest margin





3.55
%





3.57
%

~~(1)Nonaccrual loans are included in average loans.~~

~~(2)There are no tax equivalency adjustments.~~

~~(3)Other interest-earning assets include interest-earning deposits, federal funds sold, and certificates of deposit held for investment.~~

~~(4)Annualized.~~

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	Six Months Ended June 30,												Three Months Ended March 31,
	2019						2018						2020						2019
	Average				Yield/		Average				Yield/		Average				Yield/		Average				Yield/
	Balance		Interest (2)		Rate (4)		Balance		Interest (2)		Rate (4)		Balance		Interest (2)		Rate (4)		Balance		Interest (2)		Rate (4)
ASSETS	(dollars in thousands)												(dollars in thousands)
Loans (1)	$	678,846	$	18,327	5.44	%	$	671,157	$	16,779	5.04	%	$	644,087	$	8,240	5.15	%	$	678,357	$	9,151	5.47	%
LHFS		8,378		66	1.59	%		4,297		108	5.07	%
AFS securities		11,805		102	1.74	%		11,696		103	1.78	%
HTM securities		37,016		398	2.17	%		51,630		524	2.05	%
Loans held for sale ("LHFS")														13,528		98	2.91	%		6,573		16	0.99	%
Available-for-sale ("AFS") securities														14,247		81	2.29	%		12,057		52	1.75	%
Held-to-maturity ("HTM") securities														24,267		138	2.29	%		37,622		207	2.23	%
Other interest-earning assets (3)		152,756		1,758	2.32	%		32,291		247	1.54	%		104,614		325	1.25	%		160,538		1,053	2.66	%
Restricted stock investments, at cost		3,189		116	7.34	%		4,805		117	4.91	%		2,431		34	5.63	%		3,301		64	7.86	%
Total interest-earning assets		891,990		20,767	4.69	%		775,876		17,878	4.65	%		803,174		8,916	4.46	%		898,448		10,543	4.76	%
Allowance		(8,075)						(8,163)						(7,156)						(8,068)
Cash and other noninterest-earning assets		42,305						43,355						45,497						41,857
Total assets	$	926,220		20,767			$	811,068		17,878			$	841,515		8,916			$	932,237		10,543

LIABILITIES AND STOCKHOLDERS' EQUITY
Interest-bearing deposits:
Checking and savings	$	398,214		1,624	0.82	%	$	286,313		624	0.44	%	$	323,709		661	0.82	%	$	411,344		817	0.81	%
Certificates of deposit		208,561		2,143	2.07	%		223,165		1,783	1.61	%		195,722		1,136	2.33	%		211,099		1,052	2.02	%
Total interest-bearing deposits		606,775		3,767	1.25	%		509,478		2,407	0.95	%		519,431		1,797	1.39	%		622,443		1,869	1.22	%
Borrowings		79,309		1,070	2.72	%		116,316		1,560	2.70	%		55,619		364	2.63	%		82,730		589	2.89	%
Total interest-bearing liabilities		686,084		4,837	1.42	%		625,794		3,967	1.28	%		575,050		2,161	1.51	%		705,173		2,458	1.41	%
Noninterest-bearing deposits		134,845						98,277
Noninterest-bearing deposit accounts														150,628						122,859
Other noninterest-bearing liabilities		3,750						2,234						8,085						3,118
Stockholders' equity		101,541						84,763						107,752						101,087
Total liabilities and stockholders' equity	$	926,220		4,837			$	811,068		3,967			$	841,515		2,161			$	932,237		2,458
Net interest income/net interest spread			$	15,930	3.27	%			$	13,911	3.37	%			$	6,755	2.95	%			$	8,085	3.35	%
Net interest margin					3.60	%					3.62	%					3.38	%					3.65	%

(1)Nonaccrual loans are included in average loans.

(2)There are no tax equivalency adjustments.

(3)Other interest-earning assets include interest-earning deposits, federal funds sold, and certificates of deposit held for investment.

(4)Annualized.

The “Rate/Volume Analysis” below indicates the changes in our net interest income as a result of changes in volume and rates. We maintain an asset and liability management policy designed to provide a proper balance between rate-sensitive assets and rate-sensitive liabilities to attempt to optimize interest margins while providing adequate liquidity for our

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anticipated needs. Changes in interest income and interest expense that result from variances in both volume and rates have been allocated to rate and volume changes in proportion to the absolute dollar amounts of the change in each.

Three Months Ended June 30, 2019 vs. 2018

Six Months Ended June 30, 2019 vs. 2018

Due to Variances in

Due to Variances in


Rate

Volume

Total

Rate

Volume

Total
Interest earned on:

(dollars in thousands)
Loans

$
661

$
71

$
732

$
1,354

$
194

$
1,548
LHFS

(233)

211

(22)

(191)

149

(42)
AFS securities

(1)

(1)

(2)

(3)

2

(1)
HTM Securities

75

(139)

(64)

84

(210)

(126)
Other interest-earning assets

42

542

584

180

1,331

1,511
Restricted stock investments, at cost

85

(90)

(5)

94

(95)

(1)
Total interest income

629

594

1,223

1,518

1,371

2,889

Interest paid on:












Interest-bearing deposits:












Checking and savings

369

146

515

690

310

1,000
Certificates of deposit

531

(422)

109

676

(316)

360
Total interest-bearing deposits

900

(276)

624

1,366

(6)

1,360
Borrowings

(65)

(254)

(319)

30

(520)

(490)
Total interest expense

835

(530)

305

1,396

(526)

870
Net interest income

$
(206)

$
1,124

$
918

$
122

$
1,897

$
2,019

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	Three Months Ended March 31, 2020 vs. 2019
	Due to Variances in
	Rate		Volume		Total
Interest earned on:	(dollars in thousands)
Loans	$	(493)	$	(418)	$	(911)
LHFS		53		29		82
AFS securities		18		11		29
HTM Securities		37		(106)		(69)
Other interest-earning assets		(439)		(289)		(728)
Restricted stock investments, at cost		(16)		(14)		(30)
Total interest income		(840)		(787)		(1,627)

Interest paid on:
Interest-bearing deposits:
Checking and savings		109		(265)		(156)
Certificates of deposit		479		(395)		84
Total interest-bearing deposits		588		(660)		(72)
Borrowings		(48)		(177)		(225)
Total interest expense		540		(837)		(297)
Net interest income	$	(1,380)	$	50	$	(1,330)

Provision for Loan Losses

Our loan portfolio is subject to varying degrees of credit risk and an Allowance is maintained to absorb losses inherent in our loan portfolio. Credit risk includes, but is not limited to, the potential for borrower default and the failure of collateral to be worth what we determined it was worth at the time of the granting of the loan. We monitor loan delinquencies at least monthly. All loans that are delinquent and all loans within the various categories of our portfolio as a group are evaluated. Management, with the advice and recommendation of the Company’s Board of Directors, estimates an Allowance to be set aside for loan losses. Included in determining the calculation are such factors as historical losses for each loan portfolio, current market value of the loan’s underlying collateral, inherent risk contained within the portfolio after considering the state of the general economy, economic trends, consideration of particular risks inherent in different kinds of lending and consideration of known information that may affect loan collectability.

We recorded $750,000 in provision for loan losses for the three months ended March 31, 2020 primarily due to the potential economic factors related to the COVID-19 pandemic. We did not record any provision for loan losses during the three ~~or six~~ months ended ~~June 30, 2019 or 2018.~~March 31, 2019.

See additional information about the provision for loan losses under “Credit Risk Management and the Allowance” later in this Item.

Noninterest Income

~~Three Months Ended June 30~~

Total noninterest income increased by ~~$547,000,~~$765,000 or ~~26.5%~~33.8%, to $~~2.6~~3.0 million for~~for~~ the three months ended ~~June 30, 2019,~~March 31, 2020, compared to $~~2.1~~2.3 million for the three months ended ~~June 30, 2018,~~March 31, 2019, with the majority of the increase from mortgage-banking revenue and deposit service charges. Mortgage-banking revenue increased ~~$452,000,~~$914,000, or ~~71.2%~~126.9%, due to the increased volume of loans originated from ~~$25.0~~$19.4 million induring the three months ended ~~June 30, 2018~~March 31, 2019 to ~~$69.4~~$43.2 million induring the three months ended ~~June 30, 2019.~~March 31, 2020. Deposit service charges increased ~~$201,000~~$52,000 due primarily to on-boarding and monthly fees associated with medical-use cannabis customer accounts. The Title Company generated ~~$262,000~~$238,000 in revenue during the three months ended ~~June 30, 2019~~March 31, 2020 compared to ~~$293,000~~$217,000 for the three months ended ~~June 30, 2018.~~March 31, 2019 due to an increase in loan closings and related title work.

~~Six Months Ended June 30~~

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~~Total noninterest income increased by $1.0 million, or 26.3%, to~~ ~~$4.9 million~~ ~~for the six months ended June 30, 2019, compared to~~ ~~$3.9 million~~ for the six months ended June 30, 2018, with increases in most noninterest income categories. Mortgage-banking revenue increased $577,000, or 46.9%, due to the increased volume of loans originated from $40.8 million in the six months ended June 30, 2018 to $88.9 million in the six months ended June 30, 2019. Deposit service charges increased $415,000 due primarily to on-boarding and monthly fees associated with medical-use cannabis customer accounts. Real estate commissions increased $115,000, or 15.4% due to an increase in the volume of properties sold during the six months ended June 30, 2019 compared to the same period of 2018. The Title Company generated $479,000 in revenue during the six months ended June 30, 2019 compared to $435,000 for the six months ended June 30, 2018 due to an increase in loan closings and related title work.

Noninterest Expense

~~Three Months Ended June 30~~

Total noninterest expense increased ~~$1.2~~$1.5 million, or ~~18.3%~~22.3%, to $~~7.5~~8.3 million for~~for~~ the three months ended ~~June 30, 2019,~~March 31, 2020, compared to $~~6.4~~6.8 million for the three months ended ~~June 30, 2018,~~March 31, 2019, primarily due to increases in compensation and related expenses, occupancy expenses, legal fees, professional fees, data processing fees, and licensing and software expenses. Additionally, we experienced increases in general office and communications expenses. Compensation and related expenses increased by ~~$489,000,~~$936,000, or ~~11.1%~~20.7%, to $~~4.9~~5.5 million for the three months ended ~~June 30, 2019,~~March 31, 2020, compared to $~~4.4~~4.5 million for the three months ended ~~June 30, 2018.~~March 31, 2019. This increase was primarily due to annual salary increases, additional hirings ~~severance payments to former employees,~~for our new branch, and increased commission expense that corresponds with our increased ~~loan origination~~mortgage-banking volumes. Occupancy expenses increased $103,000, or 24.8%, primarily due to the addition of the Crofton branch. The additional branch also contributed to the increased office and ~~mortgage-banking volumes.~~telecommunications expenses recognized ($31,000 and $27,000, respectively). Professional fees increased ~~$338,000~~$163,000 due to increased audit and consulting costs. Legal fees increased $117,000 also related to the increased audit and consulting fees. Data processing fees and licensing and software expense increased ~~$99,000~~$118,000 and ~~$136,000,~~$36,000, respectively, due to additional efficiency and security enhancements to our core and related systems, as well as the implementation in late 2019 of a new customer relationship management (“CRM”) system.

~~Six Months Ended June 30~~

~~Total noninterest expense increased $1.8 million, or 14.1%, to~~ ~~$14.3 million~~ ~~for the six months ended June 30, 2019, compared to~~ ~~$12.5 million~~ ~~for the six months ended June 30, 2018, primarily due to increases in compensation~~ We recognized a $76,000 loss on disposal of premises and related expenses, professional fees, data processing fees, licensing and software expenses, and increased write-downs on real estate acquired through foreclosure. Compensation and related expenses increased by $736,000, or 8.5%, to ~~$9.4 million~~ ~~for the six months ended June 30, 2019, compared to~~ ~~$8.7 million for~~ the six months ended June 30, 2018. This increase was primarily due to the aforementioned annual salary increases, additional hirings, severance payments, and commission expense. Professional fees increased $369,000 due to increased consulting costs. Data processing fees and licensing and software expense increased $177,000 and $197,000, respectively, due to the aforementioned efficiency and security system enhancements and the new CRM system. We experienced write-downs and costs related to real estate acquired through foreclosure of $149,000 during the six months ended June 30, 2019 compared to $14,000 during the same period of 2018. The majority of the increase from 2018 to 2019 was due to the write down of two properties.equipment when we terminated a lease agreement.

Income Tax Provision

~~Three Months Ended June 30~~

We recorded a ~~$771,000~~$213,000 tax provision on net income before income taxes of $~~2.9 million~~ 778,000 for~~for~~ the three months ended ~~June 30, 2019,~~March 31, 2020 for an effective tax rate of 27.4%, compared to an income tax provision of ~~$724,000~~$986,000 on net income before income taxes of $~~2.6~~3.6 million for the three months ended ~~June 30, 2018. The increase in the tax provision was primarily due to the increase in net income before income taxes.~~

~~Six Months Ended June 30~~

~~We recorded a $1.8 million tax provision on net income before income taxes of~~ ~~$6.5 million~~ March 31, 2019, for ~~the six months ended June 30, 2019, compared to~~ an ~~income tax provision of $1.5 million on net income before income taxes of~~ ~~$5.3 million~~ ~~for~~

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~~the six months ended June 30, 2018. The increase in the tax provision was primarily due to the increase in net income before income taxes.~~

The Tax Cuts and Jobs Act (“Tax Act”) was enacted on December 22, 2017, which lowered the corporate federal tax rate from 35% to 21% effective January 1, 2018. Among other things, the Tax Act has significantly lowered our effective tax rate. Our effective tax rate ~~was reduced to 26.2% for the three months ended June 30, 2019 compared to~~of 27.4% for the three months ended June 30, 2018 and 26.9% for the six months ended June 30, 2019 compared to 27.9% for the six months ended June 30, 2018. Our effective tax rate is affected by temporary and permanent book to tax differences arising during the periods..

Financial Condition

Total assets ~~decreased $112.1~~increased $30.4 million to ~~$862.1~~$857.4 million at ~~June 30, 2019,~~March 31, 2020, compared to ~~$974.2~~$826.9 million at December 31, ~~2018.~~2019. This ~~decrease~~increase was primarily due to a ~~$111.0~~$27.4 million, or ~~58.9%~~31.1%, ~~decrease~~increase in cash and cash equivalents, to ~~$77.3~~$115.6 million at ~~June 30, 2019~~March 31, 2020 from ~~$188.3~~$88.2 million at December 31, ~~2018. Additionally, we~~2019 due primarily to loan payoffs and increased deposits. We experienced a decrease in loans of ~~$2.8~~$9.7 million, or ~~0.4%~~1.5%, to ~~$679.6~~$636.0 million at ~~June 30, 2019~~March 31, 2020 from ~~$682.3~~$645.7 million at December 31, ~~2018.~~2019. Total deposits ~~decreased $94.1~~increased $29.2 million, or ~~12.1%~~4.4%, to ~~$685.4~~$690.2 million at ~~June 30, 2019~~March 31, 2020 compared to ~~$779.5~~$661.0 million at December 31, ~~2018. Total borrowings decreased by $25.0 million or 34.0%,~~2019. Stockholders’ equity increased $249,000 to ~~$48.5~~$105.7 million at ~~June 30, 2019~~March 31, 2020 compared to ~~$73.5~~$105.5 million at December 31, ~~2018~~2019, due to ~~the paydown of FHLB advances in the first half of 2019. Stockholders’ equity~~quarterly net income and increased ~~$4.2 million to $102.7 million at June 30, 2019 compared to $98.5 million at December 31, 2018, primarily due to the increase in retained earnings,~~accumulated comprehensive income, partially offset by dividends paid to stockholders.

Securities

We utilize the securities portfolio as part of our overall asset/liability management practices to enhance interest revenue while providing necessary liquidity for the funding of loan growth or deposit withdrawals. We continually monitor the credit risk associated with investments and diversify the risk in the securities portfolios. We held ~~$11.0~~$18.8 million and ~~$12.0~~$12.9 million in securities classified as AFS as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, respectively. We held ~~$33.6~~$22.7 millionand ~~$38.9~~$26.0 million, respectively, in securities classified as HTM as of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018.~~2019, respectively.

Changes in current market conditions, such as interest rates and the economic uncertainties in the mortgage, housing, and banking industries impact the securities market. Quarterly, we review each security in our portfolio to determine the nature of any decline in value and evaluate if any impairment should be classified as other-than-temporary impairment (“OTTI”). For the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, we determined that no OTTI charges were required.

All of the AFS and HTM securities that are temporarily impaired as of ~~June 30, 2019~~March 31, 2020 are so due to declines in fair values resulting from changes in interest rates or decreased credit/liquidity spreads compared to the time they were purchased. We have the intent to hold these securities to maturity (including those designated as AFS) and it is more likely than not that we will not be required to sell the securities before recovery of value. As such, management considers the impairments to be temporary.

~~Our securities portfolio composition is as follows:~~

AFS

HTM


June 30, 2019

December 31, 2018

June 30, 2019

December 31, 2018

(dollars in thousands)
U.S. Treasury securities

$
1,995

$
1,981

$
1,992

$
1,991
U.S. government agency notes

9,036

9,997

8,989

11,992
Mortgage-backed securities

—

—

22,581

24,929

$
11,031

$
11,978

$
33,562

$
38,912

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Our securities portfolio composition is as follows:


	AFS				HTM
	March 31, 2020		December 31, 2019		March 31, 2020		December 31, 2019
	(dollars in thousands)
U.S. Treasury securities	$	—	$	—	$	996	$	994
U.S. government agency notes		5,031		5,019		2,985		4,986
Corporate obligations		2,000		—		—		—
Mortgage-backed securities		11,811		7,887		18,756		19,980
	$	18,842	$	12,906	$	22,737	$	25,960

LHFS

We originate residential mortgage loans for sale on the secondary market. Such LHFS, which are carried at fair value, amounted to ~~$18.0~~$22.0 million at ~~June 30, 2019~~March 31, 2020 and ~~$9.7~~$10.9 million at December 31, ~~2018,~~2019, the majority of which are subject to purchase commitments from investors. The increase in LHFS ~~increased by $8.3 million, or 85.7%, compared to December 31, 2018,~~was primarily due to increased originations and to the timing of loans pending sale on the secondary market.

Loans

Our loan portfolio is expected to produce higher yields than investment securities and other interest-earning assets; the absolute volume and mix of loans and the volume and mix of loans as a percentage of total interest-earning assets is an important determinant of our net interest margin.

The following table sets forth the composition of our loan portfolio:


	June 30, 2019				December 31, 2018				March 31, 2020				December 31, 2019
			Percent				Percent				Percent				Percent
	Amount		of Total		Amount		of Total		Amount		of Total		Amount		of Total
	(dollars in thousands)								(dollars in thousands)
Residential Mortgage	$	274,474	40.4	%	$	274,759	40.3	%	$	260,981	40.9	%	$	269,654	41.6	%
Commercial		45,347	6.7	%		35,884	5.2	%		43,490	6.8	%		43,127	6.7	%
Commercial real estate		237,368	34.9	%		242,693	35.6	%		220,654	34.5	%		229,257	35.3	%
Land acquisition, development, and construction ("ADC")		108,182	15.9	%		114,540	16.8	%		99,861	15.6	%		92,822	14.3	%
Home equity/2nds		12,581	1.9	%		13,386	2.0	%		12,199	1.9	%		12,031	1.9	%
Consumer		1,621	0.2	%		1,087	0.1	%		1,474	0.3	%		1,541	0.2	%
	$	679,573	100.0	%	$	682,349	100.0	%	$	638,659	100.0	%	$	648,432	100.0	%

Loans (net of unearned loan fees) decreased by ~~$2.8~~$9.7 million, or ~~0.4%~~1.5%, to ~~$679.6~~$636.0 million at ~~June 30, 2019,~~March 31, 2020, compared to ~~$682.3~~$645.7 million at December 31, ~~2018.~~2019. This decrease was due to decreased demand and originations, as well as increased payoffs of residential real estate and commercial real ~~estate, ADC and home equity/2nds loans.~~estate. We did experience an increase in commercial loan and ADC loan demand during the ~~six~~three months ended ~~June 30, 2019.~~March 31, 2020.

Credit Risk Management and the Allowance

Credit risk is the risk of loss arising from the inability of a borrower to meet his or her obligations and entails both general risks, which are inherent in the process of lending, and risks specific to individual borrowers. Our credit risk is mitigated through portfolio diversification, which limits exposure to any single customer, industry, or collateral type.

We manage credit risk by evaluating the risk profile of the borrower, repayment sources, the nature of the underlying collateral, and other support given current events, conditions, and expectations. We attempt to manage the risk characteristics of our loan portfolio through various control processes, such as credit evaluation of borrowers, establishment of lending limits, and application of lending procedures, including the holding of adequate collateral and the maintenance of compensating balances. However, we seek to rely primarily on the cash flow of our borrowers as the principal source of repayment. Although credit policies and evaluation processes are designed to minimize our risk,

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management recognizes that loan losses will occur and the amount of these losses will fluctuate depending on the risk characteristics of our loan portfolio, as well as general and regional economic conditions.

Management has an established methodology to determine the adequacy of the Allowance that assesses the risks and losses inherent in the loan portfolio. Our Allowance methodology employs management’s assessment as to the level of future losses on existing loans based on our internal review of the loan portfolio, including an analysis of the borrowers’ current financial position, and the consideration of current and anticipated economic conditions and their potential effects on specific borrowers and/or lines of business. In determining our ability to collect certain loans, we also consider the fair value of any underlying collateral. In addition, we evaluate credit risk concentrations, including trends in large dollar exposures to related borrowers, industry and geographic concentrations, and economic and environmental factors. Our risk management practices are designed to ensure timely identification of changes in loan risk profiles; however, undetected losses may inherently exist within the loan portfolio. The assessment aspects involved in analyzing the quality of individual

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loans and assessing collateral values can also contribute to undetected, but probable, losses. In the first quarter of 2020, we adjusted our economic risk factors to incorporate the current economic implications and rising unemployment rate from the COVID-19 pandemic. For more detailed information about our Allowance methodology and risk rating system, see Note 3 to the Consolidated Financial Statements.

The following table summarizes the activity in our Allowance by portfolio segment:


	Three Months Ended June 30,						Six Months Ended June 30,						Three Months Ended March 31,
	2019			2018			2019			2018			2020			2019
	(dollars in thousands)												(dollars in thousands)
Allowance, beginning of year	$	8,085		$	8,169		$	8,044		$	8,055		$	7,138		$	8,044
Charge-offs:
Residential mortgage		(20)			(37)			(20)			(360)			—			—
Commercial		—			—			—			—			—			—
Commercial real estate		—			—			—			—			—			—
ADC		—			—			—			(13)			—			—
Home equity/2nds		—			—			—			—			—			—
Consumer		(12)			—			(12)			—			(15)			—
Total charge-offs		(32)			(37)			(32)			(373)			(15)			—
Recoveries:
Residential mortgage		3			1			8			222			3			5
Commercial		—			—			—			—			5			—
Commercial real estate		33			122			67			333			32			34
ADC		—			—			—			—			—			—
Home equity/2nds		4			2			6			20			2			2
Consumer		—			—			—			—			3			—
Total recoveries		40			125			81			575			45			41
Net recoveries		8			88			49			202			30			41
Provision for loan losses		—			—			—			—			750			—
Allowance, end of period	$	8,093		$	8,257		$	8,093		$	8,257		$	7,918		$	8,085
Loans:
Period-end balance	$	679,573		$	686,912		$	679,573		$	686,912		$	635,950		$	674,220
Average balance during period		679,334			673,700			678,846			671,157			644,087			678,357
Allowance as a percentage of
period-end loan balance		1.19	%		1.20	%		1.19	%		1.20	%		1.25	%		1.20	%
Percent of average loans (annualized):
Provision for loan losses		—	%		—	%		—	%		—	%		0.47	%		—	%
Net recoveries		—	%		0.05	%		0.01	%		0.06	%		0.02	%		0.02	%

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The following table summarizes our allocation of the Allowance by loan segment:


	June 30, 2019						December 31, 2018						March 31, 2020						December 31, 2019
					Percent						Percent						Percent						Percent
					of Loans						of Loans						of Loans						of Loans
			Percent		to Total				Percent		to Total				Percent		to Total				Percent		to Total
	Amount		of Total		Loans		Amount		of Total		Loans		Amount		of Total		Loans		Amount		of Total		Loans
	(dollars in thousands)												(dollars in thousands)
Residential mortgage	$	2,566	31.7	%	40.4	%	$	2,224	27.6	%	40.3	%	$	2,484	31.4	%	40.9	%	$	2,264	31.7	%	41.6	%
Commercial		1,566	19.4	%	6.7	%		2,736	34.0	%	5.2	%		1,565	19.8	%	6.8	%		1,421	19.9	%	6.7	%
Commercial real estate		792	9.8	%	34.9	%		457	5.7	%	35.6	%		1,040	13.1	%	34.5	%		984	13.8	%	35.3	%
ADC		2,683	33.1	%	15.9	%		2,239	27.8	%	16.8	%		2,615	33.0	%	15.6	%		2,286	32.0	%	14.3	%
Home equity/2nds		223	2.8	%	1.9	%		222	2.8	%	2.0	%		151	1.9	%	1.9	%		134	1.9	%	1.9	%
Consumer		—	—	%	0.2	%		1	—	%	0.1	%		—	—	%	0.3	%		—	—	%	0.2	%
Unallocated		263	3.2	%	—	%		165	2.1	%	—	%		63	0.8	%	—	%		49	0.7	%	—	%
Total	$	8,093	100.0	%	100.0	%	$	8,044	100.0	%	100.0	%	$	7,918	100.0	%	100.0	%	$	7,138	100.0	%	100.0	%

Based upon management’s evaluation, provisions are made to maintain the Allowance as a best estimate of inherent losses within the portfolio. The Allowance totaled ~~$8.1~~$7.9 million at ~~June 30, 2019~~March 31, 2020 and ~~$8.0~~$7.1 million at December 31, ~~2018.~~2019. Any

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changes in the Allowance from period to period reflect management’s ongoing application of its methodologies to establish the Allowance, which, for the ~~six~~three months ended ~~June 30, 2019,~~March 31, 2020, resulted in increased allocated Allowances for residential mortgage, commercial real estate, and ADC loans. The Allowance for commercial loans decreased due to a large favorable resolution to a credit with an allocated reserve in previous periods of $430,000 and due to a high charge-off year rolling out of our lookback period.

~~At December 31, 2018, due to a re-evaluation of our qualitative factors, we changed our estimates~~the majority of the Allowance relative to historical loss experience within specific loan portfolio segments in order to better align our qualitative factors with historical losses experienced over a longer period of time, relative to those specific loan segments. The result of this change in estimate did not result in a material increase in the Allowance compared to the year ended December 31, 2017, however there were material changes to the Allowance between loan segments. Due to the change in accounting estimate, the Allowance allocated to commercial loans and ADC loans increased approximately $2.2 million and $1.1 million, respectively, while the Allowance allocated to residential mortgage loans and commercial real estate loans decreased approximately $600,000 and $2.7 million, respectively, as of December 31, 2018. This change in accounting estimate had no impact on earnings or diluted earnings per share.

As result of our Allowance analysis, we recorded a provision for loan losses of $750,000 during the three months ended March 31, 2020. We did not record any provision ~~during~~for loan losses for the three ~~and six~~ months ended ~~June 30,~~March 31, 2019 ~~or 2018~~. We recorded net recoveries of ~~$8,000~~$30,000 and ~~$49,000,~~$41,000, respectively, during the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019 ~~and net recoveries of $88,000 and $202,000, respectively, during the three and six months ended June 30,~~ ~~2018~~. During both the three ~~and six~~ months ended ~~June 30,~~March 31, 2020 and 2019, annualized net recoveries as a percentage of average loans outstanding amounted to ~~0.00% and~~ ~~0.01%, respectively, compared to 0.05% and 0.06%, during the three and six months ended June 30,~~ ~~2018, respectively.~~0.02%. The Allowance as a percentage of outstanding loans was ~~1.19%~~1.25% as of ~~June 30, 2019~~March 31, 2020 compared to ~~1.18%~~1.11% as of December 31, ~~2018.~~2019.

Although management uses available information to establish the appropriate level of the Allowance, future additions or reductions to the Allowance may be necessary based on estimates that are susceptible to change as a result of changes in economic conditions, and other factors. As a result, our Allowance may not be sufficient to cover actual loan losses, and future provisions for loan losses could materially adversely affect our operating results. In addition, various regulatory agencies, as an integral part of their examination process, periodically review our Allowance and related methodology. Such agencies may require us to recognize adjustments to the Allowance based on their judgments about information available to them at the time of their examination. Management believes the Allowance is adequate as of ~~June 30, 2019~~March 31, 2020 and is sufficient to address the credit losses inherent in the current loan portfolio. Management will continue to evaluate the adequacy of the Allowance as more economic data becomes available and as changes within our portfolio are known. The effects of the COVID-19 pandemic may require us to fund additional increases in the Allowance in future periods.

Nonperforming Assets (“NPAs”)

Given the volatility of the real estate market, it is very important for us to have current valuations on our NPAs. Generally, we obtain appraisals or alternative valuations on NPAs annually. In addition, as part of our asset monitoring activities, we maintain a Loss Mitigation Committee that meets monthly. During these Loss Mitigation Committee meetings, all NPAs and loan delinquencies are reviewed. We also produce an NPA report which is distributed monthly to senior management and is also discussed and reviewed at the Loss Mitigation Committee meetings. This report contains all relevant data on the NPAs, including the latest appraised value (or alternative valuation vehicle) and valuation date. Accordingly, these reports identify which assets will require an updated valuation. As a result, we have not experienced any internal delays in identifying which loans/credits require updated valuations. With respect to the ordering process of appraisals, we have not experienced any delays in turnaround time nor has this been an issue over the past three years. Furthermore, we have not had any delays in turnaround time or variances thereof in our specific loan operating markets.

NPAs, expressed as a percentage of total assets, totaled 0.73% at June 30, 2019 and 0.64% at December 31, 2018. The ratio of the Allowance to nonperforming loans was 165.6% at June 30, 2019 and 172.8% at December 31, 2018.

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NPAs, expressed as a percentage of total assets, totaled 1.04% at March 31, 2020 and 0.80% at December 31, 2019. The ratio of the Allowance to nonperforming loans was 109.3% at March 31, 2020 and 168.3% at December 31, 2019.

The distribution of our NPAs is illustrated in the following table. We did not have any loans greater than 90 days past due and still accruing at ~~June 30, 2019~~March 31, 2020 or December 31, ~~2018.~~2019.



	June 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Nonaccrual Loans:	(dollars in thousands)				(dollars in thousands)
Residential mortgage	$	3,288	$	2,580	$	6,696	$	3,766
Commercial		—		430
Commercial real estate		779		660		234		237
ADC		388		558		173		89
Home equity/2nds		429		428		143		150
Consumer		3		��
		4,887		4,656		7,246		4,242
Real Estate Acquired Through Foreclosure:
Residential mortgage		1,259		1,366		674		1,377
Commercial real estate						452		452
ADC		171		171		558		558
		1,430		1,537		1,684		2,387
Total Nonperforming Assets	$	6,317	$	6,193	$	8,930	$	6,629

Nonaccrual loans totaled ~~$4.9~~$7.2 million, or ~~0.72%~~1.14% of total loans, at ~~June 30, 2019~~March 31, 2020 and ~~$4.7~~$4.2 million, or ~~0.68%~~0.66% of total loans at December 31, ~~2018.~~2019. Significant activity in nonaccrual loans during the ~~six~~three months ended ~~June 30, 2019~~March 31, 2020 included the addition of ~~seven~~five loans in the amount of ~~$1.3~~$3.7 million to nonaccrual ~~loans, the transfer of one loan to real estate acquired through foreclosure of $171,000, and payoffs of $830,000 in nonaccrual loans that existed at December 31, 2018.~~loans.

Real estate acquired through foreclosure decreased ~~$107,000~~$703,000 to ~~$1.4~~$1.7 million at ~~June 30, 2019~~March 31, 2020 compared to $2.4 million at December 31, ~~2018~~2019 primarily due to the sale of one residential property ~~addition, partially offset by write downs on properties~~ existing at December 31, ~~2018.~~2019.

The activity in our real estate acquired through foreclosure was as follows:


	Three Months Ended June 30,				Six Months Ended June 30,				Three Months Ended March 31,
	2019		2018		2019		2018		2020		2019
	(dollars in thousands)								(dollars in thousands)
Balance at beginning of period	$	1,601	$	237	$	1,537	$	403	$	2,387	$	1,537
Real estate acquired in satisfaction of loans		—		—		171		—		—		171
Write-downs and losses on real estate acquired through foreclosure		(64)		—		(171)		(44)		(80)		(107)
Proceeds from sales of real estate acquired through foreclosure		(107)		—		(107)		(64)		(623)		—
Other		—		58		—		—
Balance at end of period	$	1,430	$	295	$	1,430	$	295	$	1,684	$	1,601

~~Troubled Debt Restructures (“TDRs”)~~TDRs

In situations where, for economic or legal reasons related to a borrower’s financial difficulties, management may grant a concession for other than an insignificant period of time to the borrower that would not otherwise be considered, the related loan is classified as a TDR. See Significant Developments – COVID-19 above for information regarding the CARES Act and its effect on modifications.

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The composition of our TDRs is illustrated in the following table:


	June 30, 2019		December 31, 2018		March 31, 2020		December 31, 2019
Residential mortgage:	(dollars in thousands)				(dollars in thousands)
Nonaccrual	$	422	$	446	$	85	$	85
<90 days past due/current		9,332		9,469		7,615		7,675
Commercial real estate:
Nonaccrual		—		—		—		—
<90 days past due/current		1,000		1,019		974		984
ADC:
Nonaccrual		—		—		—		—
<90 days past due/current		132		134		129		130
Consumer:
Nonaccrual		—		—		—		—
<90 days past due/current		73		76		68		69
Totals:
Nonaccrual		422		446		85		85
<90 days past due/current		10,537		10,698		8,786		8,858
	$	10,959	$	11,144	$	8,871	$	8,943

See additional information on TDRs in Note 3 to the Consolidated Financial Statements herein.

Deposits

Deposits totaled ~~$685.4~~$690.2 million at ~~June 30, 2019~~March 31, 2020 and ~~$779.5~~$661.0 million at December 31, ~~2018.~~2019. The ~~$94.1~~$29.2 million ~~decrease~~increase was primarily the result of short-term medical-use cannabis related funds (funds that have not actually been used in the medical-use cannabis industry yet) that account holders ~~relocated to investment opportunities outside of~~have placed at the ~~Bank.~~Bank temporarily while looking for desired investments in the industry. Management ~~was~~is aware of the short-term nature of ~~certain~~such medical-use cannabis related deposits and offset those funds by maintaining short-term liquidity to meet any deposit outflows.

The deposit breakdown is as follows:


	June 30, 2019				December 31, 2018				March 31, 2020				December 31, 2019
			Percent				Percent				Percent				Percent
	Balance		of Total		Balance		of Total		Balance		of Total		Balance		of Total
	(dollars in thousands)								(dollars in thousands)
NOW	$	124,035	18.1	%	$	106,508	13.7	%	$	75,204	10.9	%	$	83,612	12.6	%
Money market		132,476	19.3	%		203,351	26.1	%		151,490	21.9	%		162,621	24.6	%
Savings		69,097	10.1	%		75,692	9.7	%		60,488	8.8	%		61,514	9.3	%
Certificates of deposit		226,451	33.0	%		247,351	31.7	%		237,940	34.5	%		230,401	34.9	%
Total interest-bearing deposits		552,059	80.5	%		632,902	81.2	%		525,122	76.1	%		538,148	81.4	%
Noninterest-bearing deposits		133,357	19.5	%		146,604	18.8	%		165,090	23.9	%		122,901	18.6	%
Total deposits	$	685,416	100.0	%	$	779,506	100.0	%	$	690,212	100.0	%	$	661,049	100.0	%

Borrowings

Our borrowings consist of advances from the ~~FHLB and a term loan from a commercial bank.~~FHLB.

The FHLB advances are available under a specific collateral pledge and security agreement, which requires that we maintain collateral for all of our borrowings equal to 30% of total assets. Our advances from the FHLB may be in the form of short-term or long-term obligations. Short-term advances have maturities for one year or less and may contain prepayment penalties. Long-term borrowings through the FHLB have original maturities up to 15 years and generally contain prepayment penalties.

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At ~~June 30, 2019,~~March 31, 2020, our total credit line with the FHLB was ~~$264.4~~$247.1 million. The Bank, from time to time, utilizes the line of credit when interest rates are more favorable than obtaining deposits from the public. Our outstanding FHLB advance balance at ~~June 30, 2019~~both March 31, 2020 and December 31, ~~2018~~2019 was ~~$45.0 million and $70.0 million, respectively.~~

On September 30, 2016, we entered into a loan agreement with a commercial bank whereby we borrowed $3.5 million for a term of 8 years. The unsecured note bears interest at a fixed rate of 4.25% for the first 36 months then, at the option of the Company, converts to either (1) floating rate of the Wall Street Journal Prime plus 50 basis points or (2) fixed rate at two hundred seventy five (275) basis points over the five year amortizing FHLB rate for the remaining five years. Repayment terms are monthly interest only payments for the first 36 months, then quarterly principal payments of $175,000 plus interest. The loan is subject to a prepayment penalty of 1% of the principal amount prepaid during the first 36 months. If we elect the 5 year fixed rate of 275 basis points over the FHLB rate (“FHLB Rate Period”), the loan will be subject to a prepayment penalty of 2% during the first and second years of the FHLB Rate Period and 1% of the principal repaid during the third, fourth, and fifth years of the FHLB Rate Period. We may make additional principal payments from internally generated funds of up to $875,000 per year during any fixed rate period without penalty. There is no prepayment penalty during any floating rate period.$35.0 million.

The following table sets forth information concerning the interest rates and maturity dates of the advances from the FHLB as of ~~June 30, 2019:~~March 31, 2020:


Principal	Principal			Principal
Amount (in thousands)	Amount (in thousands)	Rate	Maturity	Amount (in thousands)	Rate	Maturity
$	10,000	1.59%	2019	25,000	1.75% to 1.92%	2020
	25,000	1.75% to 1.92%	2020	10,000	2.19%	2022
	10,000	2.19%	2022
$	45,000			35,000

Subordinated Debentures

As of both ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Company had outstanding $20.6 million in principal amount of Junior Subordinated Debt Securities, due in 2035 (the “2035 Debentures”). The 2035 Debentures were issued pursuant to an Indenture dated as of December 17, 2004 (the “2035 Indenture”) between the Company and Wells Fargo Bank, National Association as Trustee. The 2035 Debentures pay interest quarterly at a floating rate of interest of 3‑month LIBOR plus 200 basis points, and mature on January 7, 2035. Payments of principal, interest, premium and other amounts under the 2035 Debentures are subordinated and junior in right of payment to the prior payment in full of all senior indebtedness of the Company, as defined in the 2035 Indenture. The 2035 Debentures became redeemable, in whole or in part, by the Company on January 7, 2010.

The 2035 Debentures were issued and sold to Severn Capital Trust I (the “Trust”), of which 100% of the common equity is owned by the Company. The Trust was formed for the purpose of issuing corporation-obligated mandatorily redeemable Capital Securities (“Capital Securities”) to third-party investors and using the proceeds from the sale of such Capital Securities to purchase the 2035 Debentures. The 2035 Debentures held by the Trust are the sole assets of the Trust. Distributions on the Capital Securities issued by the Trust are payable quarterly at a rate per annum equal to the interest rate being earned by the Trust on the 2035 Debentures. The Capital Securities are subject to mandatory redemption, in whole or in part, upon repayment of the 2035 Debentures. We have entered into an agreement which, taken collectively, fully and unconditionally guarantees the Capital Securities subject to the terms of the guarantee.

Under the terms of the 2035 Debentures, we are permitted to defer the payment of interest on the 2035 Debentures for up to 20 consecutive quarterly periods, provided that no event of default has occurred and is continuing. As of ~~June 30, 2019,~~March 31, 2020, we were current on all interest due on the 2035 Debentures.

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Capital Resources

Total stockholders’ equity increased ~~$4.2 million~~$249,000 to ~~$102.7~~$105.7 million at ~~June 30, 2019~~March 31, 2020 compared to ~~$98.5~~$105.5 million as of December 31, ~~2018.~~2019. The increase was ~~principally~~ the result of ~~2019~~2020 net income to date and an increase in accumulated other comprehensive income, partially offset by dividends paid to stockholders during the ~~six~~three months ended ~~June 30, 2019.~~

~~Series A Preferred Stock~~

On November 15, 2008, the Company completed a private placement offering consisting of a total of 70 units, at an offering price of $100,000 per unit, for gross proceeds of $7.0 million. Each unit consisted of 6,250 shares of the Company’s Series A 8.0% Non-Cumulative Convertible Preferred Stock. On March 13, 2018, the Company notified holders of its Series A preferred stock that the Company had exercised its option to convert each of the 437,500 outstanding shares of Series A preferred stock for one share of common stock. The Company converted the Series A preferred stock on April 2, 2018. As of that date, the Series A preferred stock was no longer deemed outstanding, and all rights with respect to such stock have ceased and terminated. 31, 2020.

Capital Adequacy

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possible additional discretionary, actions by the regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk-weightings, and other factors. As of ~~June 30, 2019~~March 31, 2020 and December 31, ~~2018,~~2019, the Bank exceeded all capital adequacy requirements to which it is subject and meets the qualifications

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to be considered “well capitalized.” As of January 1, 2020, the Bank elected to follow the Community Bank Leverage Ratio. See details of our capital ratios in Note 4 of the Consolidated Financial Statements.

Liquidity

Liquidity describes our ability to meet financial obligations, including lending commitments and contingencies, which arise during the normal course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers, to fund the operations of our mortgage-banking business, as well as to meet current and planned expenditures. These cash requirements are met on a daily basis through the inflow of deposit funds, the maintenance of short-term overnight investments, maturities and calls in our securities portfolio, and available lines of credit with the FHLB, which requires pledged collateral. Fluctuations in deposit and short-term borrowing balances may be influenced by the interest rates paid, general consumer confidence, and the overall economic environment. There can be no assurances that deposit withdrawals and loan fundings will not exceed all available sources of liquidity on a short-term basis. Such a situation would have an adverse effect on our ability to originate new loans and maintain reasonable loan and deposit interest rates, which would negatively impact earnings.

Our principal sources of liquidity are loan repayments, maturing investments, deposits, borrowed funds, and proceeds from loans sold on the secondary market. The levels of such sources are dependent on the Bank’s operating, financing, and investing activities at any given time. We consider core deposits stable funding sources and include all deposits, except time deposits of $100,000 or more. The Bank’s experience has been that a substantial portion of certificates of deposit renew at time of maturity and remain on deposit with the Bank. Additionally, loan payments, maturities, deposit growth, and earnings contribute to our flow of funds.

In addition to our ability to generate deposits, we have external sources of funds, which may be drawn upon when desired. The primary source of external liquidity is an available line of credit with the FHLB. The Bank’s total credit availability under the FHLB’s credit availability program was ~~$264.4~~$247.1 million at ~~June 30, 2019,~~March 31, 2020, of which ~~$45.0~~$35.0 million was outstanding.

The borrowing requirements of customers include commitments to extend credit and the unused portion of lines of credit (collectively “commitments”), which totaled ~~$116.8~~$110.3 million at ~~June 30, 2019.~~March 31, 2020. Historically, many of the commitments

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expire without being fully drawn; therefore, the total commitment amounts do not necessarily represent future cash requirements. We expect to fund these commitments from the sources of liquidity described above.

Customer withdrawals are also a principal use of liquidity, but are generally mitigated by growth in customer funding sources, such as deposits and short-term borrowings.

In addition to the foregoing, the payment of dividends is a use of cash, but is not expected to have a material effect on liquidity. As of ~~June 30, 2019,~~March 31, 2020, we had no material commitments for capital expenditures.

Our ability to acquire deposits or borrow could be impaired by factors that are not specific to us, such as a severe disruption of the financial markets or negative views and expectations about the prospects for the financial services industry as a whole. Additionally, the origination volume of PPP loans could be a drain on our liquidity. At ~~June 30, 2019,~~March 31, 2020, management considered the Company’s liquidity level to be sufficient for the purposes of meeting our cash flow requirements. We are not aware of any undisclosed known trends, demands, commitments, or uncertainties that are reasonably likely to result in material changes in our liquidity.

We anticipate that our primary sources of liquidity over the next twelve months will be from loan repayments, maturing investments, deposit growth, and borrowed funds. We believe that these sources of liquidity will be sufficient for us to meet our liquidity needs over the next twelve months.

Off-Balance Sheet Arrangements and Derivatives

We enter into off-balance sheet arrangements in the normal course of business. These arrangements consist primarily of commitments to extend credit, lines of credit, and letters of credit. In addition, we have certain operating lease obligations.

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Credit Commitments

Credit commitments are agreements to lend to a customer as long as there is no violation of any condition to the contract. Loan commitments generally have interest rates fixed at current market amounts, fixed expiration dates, and may require payment of a fee. Lines of credit generally have variable interest rates. Such lines do not represent future cash requirements because it is unlikely that all customers will draw upon their lines in full at any time. Letters of credit are commitments issued to guarantee the performance of a customer to a third party.

Our exposure to credit loss in the event of nonperformance by the borrower is the contract amount of the commitment. Loan commitments, lines of credit, and letters of credit are made on the same terms, including collateral, as outstanding loans. We are not aware of any accounting loss we would incur by funding our commitments.

See detailed information on credit commitments above under “Liquidity.”

Derivatives

We maintain and account for derivatives, in the form of interest-rate lock commitments (“IRLCs”) and mandatory forward contracts, in accordance with the Financial Accounting Standards Board guidance on accounting for derivative instruments and hedging activities. We recognize gains and losses on IRLCs, mandatory forward contracts, and best effort forward contracts on the loan pipeline through mortgage-banking revenue in the Consolidated Statements of ~~Operations.~~Income.

IRLCs on mortgage loans that we intend to sell in the secondary market are considered derivatives. We are exposed to price risk from the time a mortgage loan closes until the time the loan is sold. The period of time between issuance of a loan commitment and closing and sale of the loan generally ranges from 14 days to 60 days. For these IRLCs, we attempt to protect the Bank from changes in interest rates through the use of best efforts and mandatory forward contracts.

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Information pertaining to the carrying amounts of our derivative financial instruments follows:



	June 30, 2019				December 31, 2018				March 31, 2020				December 31, 2019
	Notional		Estimated		Notional		Estimated		Notional		Estimated		Notional		Estimated
	Amount		Fair Value		Amount		Fair Value		Amount		Fair Value		Amount		Fair Value
	(dollars in thousands)								(dollars in thousands)
Asset - IRLCs	$	17,811	$	345	$	3,710	$	100	$	—	$	—	$	7,645	$	179
Asset - mandatory forward contracts										21,160		584		10,591		23
Asset - best effort forward contracts		17,811		39		3,710		—		35,773		817		7,645		23
Liability - mandatory forward contracts		17,536		36		9,363		16
Liability - IRLCs										35,773		61		—		—

Inflation

The consolidated financial statements and related consolidated financial data presented herein have been prepared in accordance with GAAP and practices within the banking industry which require the measurement of financial condition and operating results in terms of historical dollars without considering the changes in the relative purchasing power of money over time due to inflation. As a financial institution, virtually all of our assets and liabilities are monetary in nature and interest rates have a more significant impact on our performance than the effects of general levels of inflation. A prolonged period of inflation could cause interest rates, wages, and other costs to increase and could adversely affect our results of operations unless mitigated by a corresponding increase in our revenues. However, we believe that the impact of inflation on our operations was not material for the three ~~and six~~ months ended ~~June 30, 2019~~March 31, 2020 and ~~2018.~~2019.

Item 3. Quantitative and Qualitative Disclosures About Market Risk

The principal objective of the Company’s interest rate risk management is to evaluate the interest rate risk included in balance sheet accounts, determine the level of risks appropriate given our business strategy, operating environment, capital and liquidity requirements, and performance objectives, and manage the risk consistent with our interest rate risk management policy. Through this management, we seek to reduce the vulnerability of our operations to changes in interest

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rates. The Board of Directors of the Company is responsible for reviewing our asset/liability policy and interest rate risk position. The Board of Directors reviews the interest rate risk position on a quarterly basis and, in connection with this review, evaluates the Company’s business activities and strategies, the effect of those strategies on the Company’s net interest margin and the effect that changes in interest rates will have on the loan portfolio. While continuous movement of interest rates is certain, the extent and timing of these movements is not always predictable. Any movement in interest rates has an effect on our profitability. We face the risk that rising interest rates could cause the cost of interest-bearing liabilities, such as deposits and borrowings, to rise faster than the yield on interest-earning assets, such as loans and investments. Our interest rate spread and interest rate margin also may be negatively impacted in a declining interest rate environment even though we generally borrow at short-term interest rates and lend at longer-term interest rates. This is because loans and other interest-earning assets may be prepaid and replaced with lower yielding assets before the supporting interest-bearing liabilities reprice downward. Our interest rate margin may also be negatively impacted in a flat or inverse-yield curve environment. Mortgage origination activity tends to increase when interest rates trend lower and decrease when interest rates rise.

Our primary strategy to control interest rate risk is to strive to balance our loan origination activities with the interest rate market. We attempt to maintain a substantial portion of our loan portfolio in short-term loans such as construction loans. This has proven to be an effective hedge against rapid increases in interest rates as the construction loan portfolio reprices rapidly.

The matching of maturity or repricing of interest-earning assets and interest-bearing liabilities may be analyzed by examining the extent to which these assets and liabilities are interest rate sensitive and by monitoring the Bank’s interest rate sensitivity gap. An interest-earning asset or interest-bearing liability is interest rate sensitive within a specific time period if it will mature or reprice within that time period. The difference between rate sensitive assets and rate sensitive liabilities represents the Bank’s interest sensitivity gap. At ~~June 30, 2019,~~March 31, 2020, we had a one-year cumulative negative gap of ~~$61.1~~$44.3 million.

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Exposure to interest rate risk is actively monitored by management. The objective is to maintain a consistent level of profitability within acceptable risk tolerances across a broad range of potential interest rate environments. We use the PROFITstar® model to monitor our exposure to interest rate risk, which calculates changes in the economic value of equity (“EVE”).

The following table represents our EVE as of ~~June 30, 2019:~~March 31, 2020:


Change in Rates		Amount		$ Change		% Change			Amount		$ Change		% Change
		(dollars in thousands)							(dollars in thousands)
+400	bp	$	132,344	$	(728)	(0.55)	%	bp	$	163,320	$	23,070	16.45	%
+300	bp		133,692		620	0.47	%	bp		163,195		22,945	16.36	%
+200	bp		136,263		3,191	2.40	%	bp		161,812		21,562	15.37	%
+100	bp		136,817		3,745	2.81	%	bp		154,626		14,376	10.25	%
0	bp		133,072					bp		140,250
(100)	bp		120,430		(12,642)	(9.50)	%	bp		105,419		(34,831)	(24.83)	%
(200)	bp		98,275		(34,797)	(26.15)	%	bp		58,905		(81,345)	(58.00)	%

The preceding income simulation analysis does not represent a forecast of actual results and should not be relied upon as being indicative of expected operating results. These hypothetical estimates are based upon numerous assumptions, which are subject to change, including: the nature and timing of interest rate levels including the yield curve shape, prepayments on loans and securities, deposit decay rates, pricing decisions on loans and deposits, reinvestment/replacement of asset and liability cash flows, and others. Also, as market conditions vary, prepayment/refinancing levels, the varying impact of interest rate changes on caps and floors embedded in adjustable-rate loans, early withdrawal of deposits, changes in product preferences, and other internal/external variables will likely deviate from those assumed.

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Item 4. Controls and Procedures

~~Disclosure controls and procedures are the controls and other procedures that are designed to ensure that information required to be disclosed in the reports that the Company files or submits~~The Company’s management, under the ~~Securities~~supervision and ~~Exchange Act~~with the participation of ~~1934 (“Exchange Act”) is recorded, processed, summarized, and reported within~~ the time periods specified in the Securities and Exchange Commission’s (“SEC”) rules and forms. Disclosure controls and procedures include, without limitation, controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is accumulated and communicated to management, including theCompany’s Chief Executive Officer (“CEO”) and ~~the Interim~~ Chief Financial Officer (“~~Interim~~ CFO”), evaluated, as ~~appropriate, to allow timely decisions regarding required disclosure.~~

The Company maintains controls and procedures designed to ensure that information required to be disclosed in the reports that the Company files or submits under the Exchange Act is recorded, processed, summarized, and reported within the time periods specified in the rules and forms of the ~~SEC. As~~last day of ~~June 30, 2019,~~ the ~~Company’s management, including the Company’s CEO and Interim CFO, have evaluated~~period covered by this report, the effectiveness of the design and operation of the Company’s disclosure controls and procedures, as defined in ~~Rules 13a-15 and 15d-15(e)~~Rule 13a‑15 under the Securities Exchange Act. In designing and evaluating the disclosure controls and procedures, management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assuranceAct of achieving the desired control objectives. In addition, the design of disclosure controls and procedures must necessarily reflect the fact that there are resource constraints and that management is required to apply its judgement in evaluating the benefits of possible controls and procedures relative to their costs.1934. Based on ~~this~~that evaluation, the ~~Company's~~ CEO and ~~Interim~~ CFO concluded that ~~as of~~ the ~~end of the period covered by this quarterly report, the Company's~~Company’s disclosure controls and procedures were ~~not effective because of the material weakness described below.~~

A material weakness is a deficiency or combination of deficiencies in internal control over financial reporting, such that there is a reasonable possibility that a material misstatement of the Company's quarterly financial statements will not be prevented or detected on a timely basis. The identification of the material weaknesses did not impact any of our consolidated financial statements for any prior annual or interim periods, other than as described in our Annual Report on Form 10-K as of and for the year ended December 31, 2018. Accordingly, management believes that the financial

~~Table of Contents~~

~~statements included in this Quarterly Report on Form 10-Q present fairly in all material respects the Company's financial condition, results of operations and cash flows for the periods presented.~~

The Company has identified a material weakness in its internal control over financial reporting, specifically related to both management’s review controls and risk rating controls over the Company’s Allowance. The material weakness in internal control over financial reporting resulted from a lack of sufficient management review controls over the development and monitoring of qualitative factors used in calculating the general component of the Allowance, a lack of sufficient management review controls over the relevant inputs and assumptions used to measure the fair value of impaired loans, lack of controls to identify the completeness of TDRs, and review over the completeness ofeffective. There were no changes ~~to loans’ risk ratings that are required to be modified within the Company’s loan accounting system.~~

Management has been actively engaged in developing remediation plans to address the above control deficiencies. The Company has enhanced its management review controls over the development and monitoring of qualitative factors and other relevant assumptions used in calculating the general component of the Allowance. The Company has also enhanced its current review process over impaired loans to ensure a timely review is being performed at an appropriate level of precision as it pertains to the relevant inputs and assumptions to measure the fair value of impaired loans, including appraisal review controls. The Company has also implemented a process to ensure the completeness and accuracy of the population to provide assurance that all required loans are properly evaluated for TDR classification. Finally, the Company has enhanced controls over the review of the completeness of changes to loans’ risk ratings that are required to be modified within the Company’s loan accounting system.

The Company had also previously identified a material weakness in its internal control over financial reporting, specifically related to its reconciliation controls relating to LHFS. The material weakness in internal control over financial reporting resulted from a 2018 material reclassification entry identified during the audit. The impact of this reclassification was corrected on the consolidated statement of financial condition as of December 31, 2018.

~~Management has since incorporated stronger internal controls over the LHFS, including strengthening the reconciliation process to ensure accuracy of LHFS, including the reflection of all loan sales.~~

Although the Company’s remediation efforts are well underway and are expected to be fully completed in the near future, the Company’s material weakness will not be considered remediated until new internal controls are operational for a period of time and are tested, and management concludes that these controls are operating effectively.

~~Other than the remediation described above, there has been no change~~ in the Company’s internal ~~control~~controls over financial reporting (as defined in Rule 13a‑15 under the Securities Act of 1934) during the ~~quarter~~three months ended ~~June 30, 2019~~March 31, 2020 that ~~has~~have materially affected, or isare reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II – OTHER INFORMATION

Item 1. Legal Proceedings

In the normal course of business, we are party to litigation arising from the banking, financial, and other activities we conduct. Management, after consultation with legal counsel, does not anticipate that the ultimate liability, if any, arising from these matters will have a material effect on the Company’s financial condition, operating results, or liquidity as of ~~June 30, 2019.~~March 31, 2020.

Item 1A. Risk Factors

The risks and uncertainties to which our financial condition and operations are subject are discussed in detail in Item 1A of Part I of the Annual Report on Form 10‑K of Severn Bancorp as of and for the year ended December 31, ~~2018. There have been no material changes~~2019. In addition to the other information contained in ~~our risk factors since the filing of our December 31, 2018 Annual~~this Quarterly Report on Form ~~10‑K.~~10-Q, the following risk factor represents material updates and additions to those aforementioned risk factors. Additional risks not presently known to us, or that we currently deem immaterial, may also adversely affect our business, financial condition or results of operations. Further, to the extent that any of the information contained in this Quarterly Report on Form 10-Q constitutes forward-looking statements, the risk factor set forth below also is a cautionary statement identifying important factors that could cause our actual results to differ materially from those expressed in any forward-looking statements made by or on behalf of us.

The economic impact of the novel COVID-19 outbreak could adversely affect our financial condition and results of operations.

In December 2019, COVID-19 was reported in China, and, in March 2020, the World Health Organization declared it a pandemic. On March 12, 2020, the President of the U.S. declared the COVID-19 outbreak in the U.S. a national emergency. The COVID-19 pandemic has caused significant economic disruption in the U.S. as many state and local governments have ordered nonessential businesses to close and residents to shelter in place at home. This has resulted in an unprecedented slow-down in economic activity and a related increase in unemployment. Since the COVID-19 outbreak, more than 22 million people have filed claims for unemployment, and stock markets have declined in value and, in particular, bank stocks have significantly declined in value. In response to the COVID-19 outbreak, the FRB has reduced the benchmark fed funds rate to a target range of 0% to 0.25%, and the yields on 10 and 30-year treasury notes have declined to historic lows. Various state governments and federal agencies are requiring lenders to provide forbearance and other relief to borrowers (e.g., waiving late payment and other fees). The federal banking agencies have encouraged financial institutions to prudently work with affected borrowers and recently passed legislation has provided relief from reporting loan classifications due to modifications related to the COVID-19 outbreak. Certain industries have been particularly hard-hit, including the travel and hospitality industry, the restaurant industry, and the retail industry. Finally, the spread of COVID-19 has caused us to modify our business practices, including employee travel, employee work locations, and cancellation of physical participation in meetings, events, and conferences. We may take further actions as may be required by government authorities or that we determine are in the best interests of our employees, customers, and business partners.

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Given the ongoing and dynamic nature of the circumstances, it is difficult to predict the full impact of the COVID-19 outbreak on our business. The extent of such impact will depend on future developments, which are highly uncertain, including when COVID-19 can be controlled and abated and when and how the economy may be reopened.

As the result of the COVID-19 pandemic and the related adverse local and national economic consequences, we could be subject to any of the following risks, any of which could have a material, adverse effect on our business, financial condition, liquidity, and results of operations:

demand for our products and services may decline, making it difficult to grow assets and income;

if the economy is unable to substantially reopen, and high levels of unemployment continue for an extended period of time, loan delinquencies, problem assets, and foreclosures may increase, resulting in increased charges and reduced income;

collateral for loans, especially real estate, may decline in value, which could cause loan losses to increase;

our Allowance may have to be increased if borrowers experience financial difficulties beyond forbearance periods, which will adversely affect our net income;

the net worth and liquidity of loan guarantors may decline, impairing their ability to honor commitments to us;

as the result of the decline in the FRB’s target federal funds rate, the yield on our assets may decline to a greater extent than the decline in our cost of interest-bearing liabilities, reducing our net interest margin and spread and reducing net income;

a material decrease in net income or a net loss over several quarters could result in a decrease in the rate of our quarterly cash dividend;

a prolonged weakness in economic conditions resulting in a reduction of future projected earnings could result in our recording a valuation allowance against our current outstanding deferred tax assets;

a prolonged weakness in economic conditions could result in a devaluation of our company value and result in an impairment charge on goodwill;

the unavailability of a critical service from a third party vendor due to the COVID-19 outbreak could have an adverse effect on us; and

Federal Deposit Insurance Corporation premiums may increase if the agency experiences additional resolution costs.

Moreover, our future success and profitability substantially depends on the management skills of our executive officers and directors, many of whom have held officer and director positions with us for many years. The unanticipated loss or unavailability of key employees due to the outbreak could harm our ability to operate our business or execute our business strategy. We may not be successful in finding and integrating suitable successors in the event of key employee loss or unavailability.

Any one or a combination of the factors identified above could negatively impact our business, financial condition, and results of operations and prospects.

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

None.

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Item 3. Defaults Upon Senior Securities

None.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information

None.

Item 6. Exhibits

Exhibit No.		Description
31.1		Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2		Certification of ~~Interim~~ Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32		Certification of Chief Executive Officer and ~~Interim~~ Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial statements from the Severn Bancorp, Inc. Quarterly Report on Form 10‑Q as of ~~June 30, 2019~~March 31, 2020 and for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition; (ii) the Consolidated Statements of ~~Operations;~~Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Changes in Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.

EXHIBIT INDEX

Exhibit No.		Description

31.1		Certification of Chief Executive Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

31.2		Certification of ~~Interim~~ Chief Financial Officer pursuant to Section 302 of Sarbanes-Oxley Act of 2002

32		Certification of Chief Executive Officer and ~~Interim~~ Chief Financial Officer pursuant to 18 U.S.C. Section 1350 as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

101		The following financial statements from the Severn Bancorp, Inc. Quarterly Report on Form 10‑Q as of ~~June 30, 2019~~March 31, 2020 and for the three ~~and six~~ months ended ~~June 30, 2019,~~March 31, 2020, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition; (ii) the Consolidated Statements of ~~Operations;~~Income; (iii) the Consolidated Statements of Comprehensive Income; (iv) the Consolidated Statements of Changes in Stockholders’ Equity; (v) the Consolidated Statements of Cash Flows; and (vi) the Notes to Consolidated Financial Statements.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Report to be signed on its behalf by the undersigned thereunto duly authorized.


	SEVERN BANCORP, INC.

~~August 9, 2019~~May 11, 2020	/s/ Alan J. Hyatt
	Alan J. Hyatt, Chairman of the Board, President and Chief Executive Officer
	(Principal Executive Officer)

~~August 9, 2019~~May 11, 2020	/s/ ~~Marc S. Winkler~~Vance W. Adkins
	Marc S. Winkler, Interim Vance W. Adkins, Chief Financial Officer
	(Principal Financial and Accounting Officer)

5250


	Three Months Ended June 30, 2018
	Number of	Number of									Accumulated
	Shares of	Shares of					Additional				Other		Total
	Preferred	Common	Preferred		Common		Paid-In		Retained		Comprehensive		Stockholders'
	Stock	Stock	Stock		Stock		Capital		Earnings		Loss		Equity

Balance at April 1, 2018	437,500	12,247,626	$	4	$	122	$	65,060	$	27,320	$	(89)	$	92,417
Net income	—	—		—		—		—		1,918		—		1,918
Stock-based compensation	—	—		—		—		57		—		—		57
Dividends paid on common stock at $0.03 per share	—	—		—		—		—		(380)		—		(380)
Redemption of preferred stock	(437,500)	437,500		(4)		4		—		—		—		—
Exercise of stock options	—	9,800		—		1		40		—		—		41
Other comprehensive loss	—	—		—		—		—		—		(12)		(12)
Balance at June 30, 2018	—	12,694,926	$	—	$	127	$	65,157	$	28,858	$	(101)	$	94,041



	Six Months Ended June 30, 2019
	Number of	Number of									Accumulated
	Shares of	Shares of					Additional				Other		Total
	Preferred	Common	Preferred		Common		Paid-In		Retained		Comprehensive		Stockholders'
	Stock	Stock	Stock		Stock		Capital		Earnings		Loss		Equity

Balance at January 1, 2019	—	12,759,576	$	—	$	128	$	65,538	$	32,860	$	(73)	$	98,453
Net income	—	—		—		—		—		4,785		—		4,785
Stock-based compensation	—	—		—		—		77		—		—		77
Dividends paid on common stock at $0.06 per share	—	—		—		—		—		(767)		—		(767)
Exercise of stock options	—	15,561		—		—		81		—		—		81
Other comprehensive income	—	—		—		—		—		—		62		62
Balance at June 30, 2019	—	12,775,137	$	—	$	128	$	65,696	$	36,878	$	(11)	$	102,691


	June 30, 2019
	(dollars in thousands)
Lease ROU assets	$	2,494
Lease liabilities		2,528


	Three Months Ended		Six Months Ended
	June 30, 2019		June 30, 2019
	(dollars in thousands)
Operating lease costs	$	106	$	213
Variable lease cost		—		—
Total lease cost		106		213


	June 30, 2019
Lease payments due:	(dollars in thousands)
June 30, 2020	$	351
June 30, 2021		315
June 30, 2022		293
June 30, 2023		269
June 30, 2024		223
Thereafter		1,682
Total future minimum lease payments		3,133
Amounts representing interest		(605)
Present value of net future minimum lease payments		2,528


	Three Months Ended June 30, 2019 vs. 2018						Six Months Ended June 30, 2019 vs. 2018
	Due to Variances in						Due to Variances in
	Rate		Volume		Total		Rate		Volume		Total
Interest earned on:	(dollars in thousands)
Loans	$	661	$	71	$	732	$	1,354	$	194	$	1,548
LHFS		(233)		211		(22)		(191)		149		(42)
AFS securities		(1)		(1)		(2)		(3)		2		(1)
HTM Securities		75		(139)		(64)		84		(210)		(126)
Other interest-earning assets		42		542		584		180		1,331		1,511
Restricted stock investments, at cost		85		(90)		(5)		94		(95)		(1)
Total interest income		629		594		1,223		1,518		1,371		2,889

Interest paid on:
Interest-bearing deposits:
Checking and savings		369		146		515		690		310		1,000
Certificates of deposit		531		(422)		109		676		(316)		360
Total interest-bearing deposits		900		(276)		624		1,366		(6)		1,360
Borrowings		(65)		(254)		(319)		30		(520)		(490)
Total interest expense		835		(530)		305		1,396		(526)		870
Net interest income	$	(206)	$	1,124	$	918	$	122	$	1,897	$	2,019