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Bancorp 34, Inc. - Quarter Report: 2018 March (Form 10-Q)

bctf20180331_10q.htm
 

Table of Contents

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]

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

 

For the quarterly period ended March 31, 2018

 

OR

 

[  ]

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

 

For the transition period from _______________ to ______________________

 

Commission File No. 001-37912

 

Bancorp 34, Inc.

(Exact name of registrant as specified in its charter)

 

                Maryland                        74-2819148       

(State or other jurisdiction of 

(I.R.S. Employer
incorporation or organization) Identification Number)
   
500 East 10th Street, Alamogordo, New Mexico  88310
(Address of Principal Executive Offices) (Zip Code)

         

(575) 437-9334

(Registrant’s telephone number)

 

                                         N/A                                         

(Former name or former address, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such requirements for the past 90 days.

YES   NO      .

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

YES  X    NO     .

 

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

 

Large accelerated filer       ___  Accelerated filer                        ___

Non-accelerated filer         ___   (Do not check if a smaller reporting company)

 
  Smaller reporting company           X
  Emerging growth company            X

 

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   X  

 

Shares of the Registrant’s common stock, par value $0.01 per share, issued and outstanding as of April 30, 2018 were 3,404,065.

 

Page 1 of 41

 

 

Bancorp 34, Inc.
FORM 10-Q

 

Index 

 

    Page
  Part I. Financial Information  
     
Item 1.

Financial Statements

 

 

 

 

 

Consolidated Balance Sheets as of March 31, 2018 (unaudited) and December 31, 2017

3

 

 

 

 

Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2018 and 2017 (unaudited) 

4

 

 

 

 

Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2018 and 2017 (unaudited)

5

 

 

 

 

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2018 and 2017 (unaudited)

6

 

 

 

 

Notes to Consolidated Financial Statements (unaudited)

7

 

 

 

Item 2.   

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

27
 

 

 

Item 3.   

Quantitative and Qualitative Disclosures about Market Risk

38
 

 

 

Item 4.    

Controls and Procedures

38
 

 

 

 

Part II. Other Information

 

 

 

 

Item 1.   

Legal Proceedings

38
Item 1A.

Risk Factors

38
Item 2.   

Unregistered Sales of Equity Securities and Use of Proceeds

38
Item 3.   

Defaults upon Senior Securities

38
Item 4.   

Mine Safety Disclosures

38
Item 5.   

Other Information

39
Item 6.   

Exhibits

40

Signatures

41

 

 

Page 2 of 41

 

 

Item 1. Financial Statements 

 

BANCORP 34, INC.

CONSOLIDATED BALANCE SHEETS - UNAUDITED

 

   

March 31, 2018

   

December 31, 2017

 
                 

ASSETS

               

Cash and due from banks

  $ 4,762,315     $ 4,988,178  

Interest-bearing deposits with banks

    7,580,000       4,885,000  

Total cash and cash equivalents

    12,342,315       9,873,178  
                 

Available-for-sale securities, at fair value

    26,095,660       24,399,881  

Loans held for sale

    15,260,895       15,423,670  
                 

Loans held for investment

    261,478,730       261,012,786  

Allowance for loan losses

    (3,122,170 )     (3,117,190 )

Loans held for investment, net

    258,356,560       257,895,596  
                 

Premises and equipment, net

    10,094,892       10,120,904  

Stock in financial institutions, restricted, at cost

    3,842,861       3,825,861  

Accrued interest receivable

    819,784       838,960  

Deferred income taxes, net

    2,193,360       2,191,526  

Bank owned life insurance

    10,204,220       10,135,672  

Core deposit intangible, net

    207,563       220,664  

Prepaid and other assets

    1,774,252       1,294,606  
                 

TOTAL ASSETS

  $ 341,192,362     $ 336,220,518  
                 

LIABILITIES AND STOCKHOLDERS’ EQUITY

               

Liabilities

               

Deposits

               

Demand deposits

  $ 42,295,037     $ 37,502,593  

Savings and NOW deposits

    132,285,122       135,009,406  

Time deposits

    67,228,989       63,049,334  

Total deposits

    241,809,148       235,561,333  
                 

Federal Home Loan Bank advances

    45,000,000       45,000,000  

Escrows

    422,543       296,847  

Accrued interest and other liabilities

    4,342,357       4,391,649  

Total liabilities

    291,574,048       285,249,829  
                 

Commitments and contingencies (note 4)

    -       -  
                 

Stockholders’ equity

               

Preferred stock, $0.01 par value, 50,000,000 authorized, 0 issued and outstanding

    -       -  

Common stock, $0.01 par value, 100,000,000 authorized, 3,388,601 and 3,490,672 issued and outstanding.

    33,886       34,907  

Additional paid-in capital

    25,372,465       26,849,822  

Retained earnings

    26,431,225       26,060,598  

Accumulated other comprehensive loss, net of tax

    (532,854 )     (274,266 )

Unearned employee stock ownership plan (ESOP) shares

    (1,686,408 )     (1,700,372 )

Total stockholders’ equity

    49,618,314       50,970,689  
                 

TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY

  $ 341,192,362     $ 336,220,518  

 

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

 

Page 3 of 41

 

 

BANCORP 34, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED

 

   

Three Months Ended March 31,

 
   

2018

   

2017

 

Interest income

               

Interest and fees on loans

  $ 3,876,008     $ 3,438,270  

Interest on securities

    148,581       130,466  

Interest on other interest-earning assets

    68,030       53,981  

Total interest income

    4,092,619       3,622,717  
                 

Interest expense

               

Interest on deposits

    493,736       376,308  

Interest on borrowings

    149,430       103,075  

Total interest expense

    643,166       479,383  
                 

Net interest income

    3,449,453       3,143,334  

Provision for loan losses

    22,000       250,000  
                 

Net interest income after provision for loan losses

    3,427,453       2,893,334  
                 

Noninterest income

               

Gain on sale of loans

    3,353,393       1,964,472  

Service charges and fees

    84,389       85,957  

Bank owned life insurance income

    88,597       42,813  

Other

    24,606       6,791  

Total noninterest income

    3,550,985       2,100,033  
                 

Noninterest expense

               

Salaries and benefits

    4,229,977       3,299,346  

Occupancy

    505,951       423,758  

Data processing fees

    723,406       607,023  

FDIC and other insurance expense

    50,533       56,611  

Professional fees

    327,056       377,870  

Advertising

    156,026       141,881  

Net other real estate expenses

    -       80  

Other

    519,719       430,220  

Total noninterest expense

    6,512,668       5,336,789  
                 

Income (loss) before income taxes

    465,770       (343,422 )

Provision (benefit) for income taxes

    95,143       (145,672 )
                 

NET INCOME (LOSS)

    370,627       (197,750 )
                 

Other comprehensive (loss) income

               
Unrealized (loss) gain on available-for-sale securities,                

net of $88,680 and (5,153) tax, respectively

    (258,588 )     8,512  
                 

COMPREHENSIVE INCOME (LOSS)

  $ 112,039     $ (189,238 )
                 

Earnings per common share:

               

Basic

  $ 0.11     $ (0.06 )

Diluted

  $ 0.11     $ (0.06 )

 

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

 

Page 4 of 41

 

 

BANCORP 34, INC.

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY - UNAUDITED

 

                                 

Accumulated

                 
                                 

Other

                 
                 

Additional

           

Comprehensive

   

Unearned

   

Total

 
  Common      

Common

   

Paid-In

   

Retained

   

Income

   

ESOP

   

Stockholders'

 
  Shares      

Stock

   

Capital

   

Earnings

   

(Loss)

   

Shares

   

Equity

 
                                                       

BALANCE, DECEMBER 31, 2016

3,438,190       $ 34,382     $ 27,161,856     $ 25,700,007     $ (363,437 )   $ (1,756,231 )   $ 50,776,577  
                                                       

Net loss

-         -       -       (197,750 )     -       -       (197,750 )

Unrealized gain on available-for-sale securities, net of tax

-         -       -       -       8,512       -       8,512  

Amortization of equity awards

-         -       4,430       -       -       13,966       18,396  

BALANCE, MARCH 31, 2017

3,438,190       $ 34,382     $ 27,166,286     $ 25,502,257     $ (354,925 )   $ (1,742,265 )   $ 50,605,735  
                                                       

BALANCE, DECEMBER 31, 2017

3,490,672       $ 34,907     $ 26,849,822     $ 26,060,598     $ (274,266 )   $ (1,700,372 )   $ 50,970,689  
                                                       

Net income

-         -       -       370,627       -       -       370,627  

Unrealized (loss) on available-for-sale securities, net of tax

-         -       -       -       (258,588 )     -       (258,588 )

Restricted stock awards

429         4       (4)       -       -       -       -  

Amortization of equity awards

-         -       93,672       -       -       13,964       107,636  

Share repurchase

(102,500)         (1,025 )     (1,571,025 )     -       -       -       (1,572,050 )

BALANCE, MARCH 31, 2018

3,388,601       $ 33,886     $ 25,372,465     $ 26,431,225     $ (532,854 )   $ (1,686,408 )   $ 49,618,314  

 

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

 

Page 5 of 41

 

 

BANCORP 34, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

 

   

Three Months Ended March 31,

 
   

2018

   

2017

 

Cash flows from operating activities

               

Net income (loss)

  $ 370,627     $ (197,750 )

Adjustments to reconcile net (loss) income to net cash from operating activities:

               

Depreciation and amortization

    175,954       162,936  

Stock dividend on financial institution stock

    (17,000 )     (10,900 )

Amortization of premiums and discounts on securities, net

    77,246       123,681  

Amortization of ESOP award

    13,964       18,396  

Amortization of stock-based compensation

    93,672       -  

Amortization of core deposit intangible

    13,101       16,800  

Gain on sale of loans

    (3,353,393 )     (1,964,472 )

Proceeds from sale of loans held for sale

    76,956,796       54,375,713  

Funding of loans held for sale

    (72,168,547 )     (45,534,685 )

Provision for loan losses

    22,000       250,000  

Net appreciation on bank-owned life insurance

    (68,548 )     (30,239 )

Deferred income tax benefit

    (1,834)       (41,019 )

Changes in operating assets and liabilities:

               

Accrued interest receivable

    19,176       36,188  

Prepaid and other assets

    (390,966 )     48,321  

Accrued interest and other liabilities

    (49,292 )     (127,745 )

Net cash provided by operating activities

    1,692,956       7,125,225  
                 

Cash flows from investing activities

               

Proceeds from principal payments on available-for-sale securities

    1,173,524       1,679,986  

Purchases of available-for-sale securities

    (3,293,817 )     -  

Net change in loans held for investment

    (1,755,045 )     (16,690,284 )

Purchases of premises and equipment

    (149,942 )     (201,344 )

Net cash used for investing activities

    (4,025,280 )     (15,211,642 )
                 

Cash flows from financing activities

               

Net change in deposits

    6,247,815       5,644,998  

Net change in escrows

    125,696       66,287  

Common stock repurchases

    (1,572,050 )     -  

Net cash provided by financing activities

    4,801,461       5,711,285  
                 

Net increase (decrease) in cash and cash equivalents

    2,469,137       (2,375,132 )
                 

Cash and cash equivalents, beginning of period

    9,873,178       16,411,344  
                 

Cash and cash equivalents, end of period

  $ 12,342,315     $ 14,036,212  
                 

Supplemental disclosures:

               

Interest paid on deposits and advances

  $ 571,575     $ 481,504  

Income taxes paid

  $ -     $ 25,940  
   Loans transferred to loans held for sale   $ 1,272,081     $ 124,369  

 

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

  

Page 6 of 41

 

BANCORP 34, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED


 

 

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

 

Bancorp 34, Inc. (“Bancorp 34” or the “Company”) is a Maryland corporation and savings and loan holding company which owns 100% of Bank 34 (the "Bank”).

 

The Bank provides a variety of banking services to individuals and businesses through its full-service branches in Alamogordo and Las Cruces, New Mexico, and Scottsdale and Peoria, Arizona. The Bank also operates ten mortgage loan production offices in El Paso, Texas, Phoenix, Arizona, Scottsdale, Arizona, Yuma, Arizona, Tubac, Arizona, Albuquerque, New Mexico, Lynnwood, Washington, Puyallup, Washington, West Linn, Oregon and Medford, Oregon.

 

A large portion of the Bank’s New Mexico loans are secured by real estate in Otero and Dona Ana Counties. The economy for these counties is heavily dependent on two U.S. Government military installations located in those counties. Accordingly, the ultimate collectability of the Bank’s New Mexico loans is susceptible to changes in U.S. Government military operations in southern New Mexico.

 

The primary deposit products are demand deposits, time deposits, NOW, savings and money market accounts. The primary lending products are real estate mortgage loans and commercial loans. The Bank is subject to competition from other financial institutions and regulated and non-regulated financial services providers, regulation by certain federal agencies and undergoes periodic examinations by regulatory authorities.

 

Rising and falling interest rate environments can have various impacts on the Bank’s net interest income, depending on the short-term interest rate gap that the Bank maintains. The Bank’s net interest income is also affected by prepayments of loans and early withdrawals of deposits.

 

Basis of Presentation – The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America ("GAAP"). In the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial condition, cash flows and results of operations at the dates and for the periods presented. The results of operations for the three months ended March 31, 2018 are not necessarily indicative of the results of operations for the full fiscal year or for any other period. This information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

Basis of Consolidation – The consolidated financial statements include the accounts of Bancorp 34 and the Bank. All significant intercompany accounts and transactions have been eliminated.

 

Reclassifications – Certain reclassifications have been made to prior period’s financial information to conform to the current period presentation.

 

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant estimates include, but are not limited to, allowance for loan losses, useful lives used in depreciation and amortization, deferred income taxes and related valuation allowance, valuation of other real estate and core deposit intangibles.

 

Page 7 of 41

 

Subsequent Events – Subsequent events have been evaluated through April 30, 2018 the date the unaudited consolidated financial statements were issued.

 

Summary of Recent Accounting Pronouncements:

 

Bancorp 34 is an emerging growth company and has elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards. The Company expects to lose its status as an emerging growth company on August 29, 2019, five years after the completion of the acquisition of Bank 1440.

 

Revenue Recognition - In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, “Revenue from Contracts with Customers (Topic 606).” ASU 2014-09 implements a comprehensive new revenue recognition standard that will supersede substantially all existing revenue recognition guidance. The new standard’s core principle is that a company will recognize revenue when it transfers promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2015-4 “Revenue from Contracts with Customers – Deferral of the Effective Date” deferred the effective date of ASU 2014-09 by one year. The Company’s revenue is comprised of net interest income on financial assets and financial liabilities, which is explicitly excluded from the scope of ASU 2014-09, and non-interest income. The Company does not expect adoption of ASU 2014-09 will have a material impact on our consolidated financial statements and disclosures. We plan to adopt the revenue recognition guidance in the first quarter of 2019 with a cumulative effect adjustment to opening retained earnings, if management deems such adjustment significant. Our implementation efforts to date include identification of revenue streams within the scope of the guidance.

 

Financial Instruments – In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments – Overall: Recognition and Measurement of Financial Assets and Financial Liabilities (Subtopic 825-10). The amendment has a number of provisions including the requirements that public business entities use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, a separate presentation of financial assets and financial liabilities by measurement category and form of financial asset (i.e. securities or loans receivables), and eliminating the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost. The amendment is effective for the Company in the first quarter of 2019 and is not expected to have a significant impact on the consolidated financial statements.

 

Leases – In February 2016, the FASB issued ASU 2016-02 “Leases (Topic 842).” This standard requires entities that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard is effective for the Company in the first quarter of 2020. The guidance is required to be applied by the modified retrospective transition approach. Early adoption is permitted. We are currently assessing the impact of the adoption of this authoritative guidance on our consolidated financial statements.

 

Credit Losses - In June 2016, the FASB issued ASU 2016-13, “Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments.” The amendments in this update replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to create credit loss estimates. The new guidance is effective for the Company in the first quarter of 2020. The guidance is required to be applied by the modified retrospective approach. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the impact of the adoption of this authoritative guidance on our consolidated financial statements.

 

Page 8 of 41

 

Premium on Callable Debt - In March 2017, the FASB issued ASU No. 2017-08, “Receivables–Nonrefundable Fees and Other Costs (Subtopic 310-20)” to shorten the amortization period for certain purchased callable debt securities held at a premium to the earliest call date. Currently, entities generally amortize the premium as a yield adjustment over the contractual life of the security. The guidance does not change the accounting for callable debt securities held at a discount. For public business entities, the guidance is effective for the Company in the first quarter of 2020. Early adoption is permitted, including in an interim period. ASU 2017-08 is not expected to have a significant impact on our consolidated financial statements.

 

Share-Based Payment Modification - In May 2017, the FASB issued ASU 2017-09, “Compensation - Stock Compensation (Subtopic 718): Scope of Modification Accounting.” ASU 2017-09 clarifies when changes to terms or conditions of a share-based payment award must be accounted for as a modification. Under the new guidance, an entity will not apply modification accounting to a share-based payment award if all of the following are the same immediately before and after the change: (i) the fair value of the award, (ii) the vesting conditions of the award, and (iii) the classification of the award as either an equity or liability instrument. ASU 2017-09 was effective for the Company in the quarter ended March 31, 2018. The guidance requires companies to apply the requirements prospectively to awards modified on or after the adoption date. The adoption of ASU 2017-09 did not have a significant impact on our consolidated financial statements.

 

Reporting Tax Effects of Tax Cuts and Jobs Act - In February 2018, the FASB issued ASU No. 2018-02, “Income Statement-Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income” that helps organizations address certain stranded income tax effects in accumulated other comprehensive income ("AOCI") resulting from the 2017 Tax Cuts and Jobs Act. The ASU provides financial statement preparers with an option to reclassify stranded tax effects within AOCI to retained earnings in each period in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act (or portion thereof) is recorded. The ASU requires financial statement preparers to disclose a description of the accounting policy for releasing income tax effects from AOCI, whether they elect to reclassify the stranded income tax effects from the Tax Cuts and Jobs Act, and information about the other income tax effects that are reclassified. The amendments are effective for the Company in the first quarter of 2019. Early adoption is permitted. Organizations should apply the proposed amendments either in the period of adoption or retrospectively to each period (or periods) in which the effect of the change in the U.S. federal corporate income tax rate in the Tax Cuts and Jobs Act is recognized. ASU 2018-02 is not expected to have a significant impact on our consolidated financial statements.

 

Page 9 of 41

 

 

NOTE 2 – AVAILABLE-FOR-SALE SECURITIES

 

Available-for-sale securities have been classified in the consolidated balance sheets according to management’s intent at March 31, 2018 and December 31, 2017. The carrying amount of such securities and their approximate fair values were as follows:

 

   

 

   

Gross

   

Gross

         
   

Amortized

   

Unrealized

   

Unrealized

         
   

Cost

   

Gains

   

Losses

   

Fair Value

 
                                 

March 31, 2018

                               

Available-for-sale securities

                               

Mortgage-backed securities

  $ 23,238,466     $ 6,317     $ (589,070 )   $ 22,655,713  

U.S. Government agencies

    1,851,214       -       (70,878 )     1,780,336  

Municipal obligations

    1,661,224       761       (2,374 )     1,659,611  
                                 
    $ 26,750,904     $ 7,078     $ (662,322 )   $ 26,095,660  
                                 

December 31, 2017

                               

Available-for-sale securities

                               

Mortgage-backed securities

  $ 21,028,794     $ 12,757     $ (272,959 )   $ 20,768,592  

U.S. Government agencies

    2,006,786       44       (49,047 )     1,957,783  

Municipal obligations

    1,672,277       2,584       (1,355 )     1,673,506  
                                 
    $ 24,707,857     $ 15,385     $ (323,361 )   $ 24,399,881  

 

There were no sales of available-for-sale securities during the three months ended March 31, 2018 or 2017.

 

Amortized cost and fair value of securities by contractual maturity as of March 31, 2018 and December 31, 2017 are shown below. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on the actual contractual maturities of underlying collateral. Expected maturities may differ from contractual maturities because borrowers may call or prepay obligations.

 

The scheduled maturities of available-for-sale securities at March 31, 2018 and December 31, 2017 were as follows:

 

   

March 31, 2018

 
   

Amortized

   

Fair

 
   

Cost

   

Value

 
                 

Due in one year or less

    1,246,805       1,247,484  

Due after one to five years

    23,707,371       23,120,803  

Due after five to ten years

    1,796,728       1,727,373  

Due after ten years

    -       -  
                 

Totals

  $ 26,750,904     $ 26,095,660  

 

 

At March 31, 2018 and December 31, 2017, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.

 

At March 31, 2018 and December 31, 2017, mortgage-backed securities included collateralized mortgage obligations of $10.8 million and $10.0 million, respectively, which are backed by single-family mortgage loans. The Company does not hold any securities backed by commercial real estate loans.

 

Page 10 of 41

 

Gross Unrealized Losses and Fair Value – The following tables show the gross unrealized losses and fair values of securities by length of time that individual securities in each category have been in a continuous loss position.

 

   

March 31, 2018

 
   

Less Than 12 Months

   

12 Months or More

   

Total

 
           

Gross

           

Gross

           

Gross

 

Description of

         

Unrealized

           

Unrealized

           

Unrealized

 

Securities

 

Fair Value

   

Losses

   

Fair Value

   

Losses

   

Fair Value

   

Losses

 
                                                 

Available-for-sale securities:

                                               

Mortgage-backed securities

  $ 12,464,292     $ (227,176 )   $ 9,657,488     $ (361,894 )   $ 22,121,780     $ (589,070 )

U.S. Government agencies

    360,605       (5,948 )     1,419,731       (64,930 )     1,780,336       (70,878 )

Municipal obligations

    663,256       (2,374 )     -       -       663,256       (2,374 )
                                                 

Total temporarily impaired securities

  $ 13,488,153     $ (235,498 )   $ 11,077,219     $ (426,824 )   $ 24,565,372     $ (662,322 )

 

 

   

December 31, 2017

 
   

Less Than 12 Months

   

12 Months or More

   

Total

 
           

Gross

           

Gross

           

Gross

 

Description of

         

Unrealized

           

Unrealized

           

Unrealized

 

Securities

 

Fair Value

   

Losses

   

Fair Value

   

Losses

   

Fair Value

   

Losses

 
                                                 

Available-for-sale securities:

                                               

Mortgage-backed securities

  $ 3,468,607     $ (39,099 )   $ 9,763,879     $ (233,860 )   $ 13,232,486     $ (272,959 )

U.S. Government agencies

    -       -       1,548,481       (49,047 )     1,548,481       (49,047 )

Municipal obligations

    416,600       (1,355 )     -       -       416,600       (1,355 )
                                                 

Total temporarily impaired securities

  $ 3,885,207     $ (40,454 )   $ 11,312,360     $ (282,907 )   $ 15,197,567     $ (323,361 )

 

 

At March 31, 2018 and December 31, 2017, all of the government agencies and mortgage-backed securities held by the Company were issued by U.S. Government-sponsored entities and agencies, primarily Fannie Mae and Freddie Mac, institutions which the government has affirmed its commitment to support. Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at March 31, 2018.

 

Loans and securities with a carrying value of approximately $117.6 million at March 31, 2018 were pledged to secure FHLB advances. In addition, securities with a carrying value of approximately $4.5 million at March 31, 2018 were pledged to secure public deposits.

 

Page 11 of 41

 

 

NOTE 3 – LOANS HELD FOR INVESTMENT, NET

 

The components of loans held for investment, net in the consolidated balance sheets were as follows:

 

   

March 31, 2018

   

December 31, 2017

 
   

Amount

   

Percent

   

Amount

   

Percent

 
                                 

Loans held for investment, net:

                               

Commercial real estate

  $ 212,600,568       81.0%     $ 214,871,788       82.0%  

One- to four-family residential real estate

    29,940,894       11.4       29,114,060       11.1  

Commercial and industrial

    13,543,545       5.2       12,296,308       4.7  

Consumer and other

    6,416,918       2.4       5,740,352       2.2  

Total gross loans

    262,501,925       100.0%       262,022,508       100.0%  

Unamortized loan fees

    (1,023,195 )             (1,009,722 )        

Loans held for investment

    261,478,730               261,012,786          

Allowance for loan losses

    (3,122,170 )             (3,117,190 )        

Loans held for investment, net

  $ 258,356,560             $ 257,895,596          

 

At March 31, 2018 and December 31, 2017 loans held for investment includes construction loans of $13.7 million and $14.7 million, respectively.  Commercial real estate construction loans were $12.3 million and $13.4 million at March 31, 2018 and December 31, 2017, respectively.   One- to four-family residential real estate construction loans were $1.4 million and $1.3 million as of March 31, 2018 and December 31, 2017, respectively.

 

Allowance for Loan Losses and Recorded Investment in Loans – The following is a summary of the allowance for loan losses and recorded investment in loans as of March 31, 2018 and December 31, 2017:

 

   

As of March 31, 2018

 
   

Commercial Real

Estate

   

One- to Four-

Family Residential

Real Estate

   

Commercial and

Industrial

   

Consumer and

Other

   

Total

 
                                         

Allowance for loan losses

                                       

Ending balance: individually evaluated for impairment

  $ 215,000     $ -     $ -     $ -     $ 215,000  

Ending balance: collectively evaluated for impairment

    1,851,285       503,295       514,307       38,283       2,907,170  
                                         

Total

  $ 2,066,285     $ 503,295     $ 514,307     $ 38,283     $ 3,122,170  
                                         

Gross loans

                                       

Ending balance: individually evaluated for impairment

  $ 3,709,122     $ 710,795     $ 1,274,710     $ -     $ 5,694,627  

Ending balance: collectively evaluated for impairment

    208,891,446       29,230,099       12,268,835       6,416,918       256,807,298  

Total

  $ 212,600,568     $ 29,940,894     $ 13,543,545     $ 6,416,918     $ 262,501,925  

 

Page 12 of 41

 

   

As of December 31, 2017

 
   

Commercial Real

Estate

   

One- to Four-

Family Residential

Real Estate

   

Commercial and

Industrial

   

Consumer and

Other

   

Total

 
                                         

Allowance for loan losses

                                       

Ending balance: individually evaluated for impairment

  $ -     $ -     $ -     $ -     $ -  

Ending balance: collectively evaluated for impairment

    2,055,911       567,290       462,406       31,583       3,117,190  
                                         

Total

  $ 2,055,911     $ 567,290     $ 462,406     $ 31,583     $ 3,117,190  
                                         

Gross loans

                                       

Ending balance: individually evaluated for impairment

  $ 3,483,078     $ 679,184     $ 1,274,710     $ -     $ 5,436,972  

Ending balance: collectively evaluated for impairment

    211,388,710       28,434,876       11,021,598       5,740,352       256,585,536  

Total

  $ 214,871,788     $ 29,114,060     $ 12,296,308     $ 5,740,352     $ 262,022,508  

 

The following is a summary of activities for the allowance for loan losses for the three months ended March 31, 2018 and 2017:

 

   

Commercial Real

Estate

   

One- to Four-

Family

Residential Real

Estate

   

Commercial and

Industrial

   

Consumer and

Other

   

Total

 
                                         

Balance December 31, 2017

  $ 2,055,911     $ 567,290     $ 462,406     $ 31,583     $ 3,117,190  
                                         

Provision for loan losses

    10,374       (46,975 )     51,901       6,700       22,000  
                                         

Charge-offs

    -       (23,269 )     -       -       (23,269 )

Recoveries

            6,249               -       6,249  

Net recoveries

    -       (17,020 )     -       -       (17,020 )
                                         

Balance March 31, 2018

  $ 2,066,285     $ 503,295     $ 514,307     $ 38,283     $ 3,122,170  
                                         
                                         

Balance December 31, 2016

  $ 1,688,448     $ 617,912     $ 147,371     $ 52,302     $ 2,506,033  
                                         

Provision for loan losses

    120,158       3,488       152,397       (26,043 )     250,000  
                                         

Charge-offs

    -       -       -       -       -  

Recoveries

    1,200       6,250       -       -       7,450  

Net recoveries (charge-offs)

    1,200       6,250       -       -       7,450  
                                         

Balance March 31, 2017

  $ 1,809,806     $ 627,650     $ 299,768     $ 26,259     $ 2,763,483  

 

Page 13 of 41

 

Nonperforming Assets – The following tables present an aging analysis of the recorded investment of past due loans as of March 31, 2018 and December 31, 2017. Payment activity is reviewed by management on a monthly basis to determine the performance of each loan. Per Company policy, loans past due 90 days or more no longer accrue interest.

 

   

Past Due

           

Total

 
                   

90 Days

                   

Financing

 
   

30 - 59 Days

   

60 - 89 Days

   

or More

   

Total

   

Current

   

Receivables

 
                                                 

March 31, 2018

                                               

Commercial real estate

  $ 2,893,412     $ 265,711     $ 550,000     $ 3,709,123     $ 208,891,445     $ 212,600,568  

One- to four-family residential real estate

    818,516       60,330       181,101       1,059,947       28,880,947       29,940,894  

Commercial and industrial

    -       -       1,274,710       1,274,710       12,268,835       13,543,545  

Consumer and other

    -       -       -       -       6,416,918       6,416,918  
                                                 

Totals

  $ 3,711,928     $ 326,041     $ 2,005,811     $ 6,043,780     $ 256,458,145     $ 262,501,925  

 

   

Past Due

           

Total

 
                   

90 Days

                   

Financing

 
   

30 - 59 Days

   

60 - 89 Days

   

or More

   

Total

   

Current

   

Receivables

 
                                                 

December 31, 2017

                                               

Commercial real estate

  $ 246,154     $ -     $ 550,000     $ 796,154     $ 214,075,634     $ 214,871,788  

One- to four-family residential real estate

    235,561       116,977       525,532       878,070       28,235,990       29,114,060  

Commercial and industrial

    -       -       1,274,710       1,274,710       11,021,598       12,296,308  

Consumer and other

    -       -       -       -       5,740,352       5,740,352  
                                                 

Totals

  $ 481,715     $ 116,977     $ 2,350,242     $ 2,948,934     $ 259,073,574     $ 262,022,508  

 

 

 

The following table sets forth nonaccrual loans and other real estate at March 31, 2018 and December 31, 2017:

 

   

March 31,

   

December 31,

 
   

2018

   

2017

 
                 

Nonaccrual loans

               

Commercial real estate

  $ 3,709,122     $ 3,483,078  

One- to four-family residential real estate

    710,795       679,184  

Commercial and industrial

    1,274,710       1,274,710  

Consumer and other

    -       -  

Total nonaccrual loans

    5,694,627       5,436,972  

Other real estate (ORE)

    -       -  
                 

Total nonperforming assets

  $ 5,694,627     $ 5,436,972  
                 

Nonperforming assets to gross loans held for investment and ORE

    2.17 %     2.08 %

Nonperforming assets to total assets

    1.67 %     1.62 %

 

Two large loan relationships partially secured by real estate comprise $4.6 million, or 80.7%, of the $5.7 million in nonaccrual loans at March 31, 2018.  $3.6 million, or 63.2%, of the total March 31, 2018 nonaccrual loan balance is guaranteed by the Small Business Administration ("SBA").

 

Page 14 of 41

 

Credit Quality Indicators – The following table represents the credit exposure by internally assigned grades at March 31, 2018 and December 31, 2017. This grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements in accordance with the loan terms. The Bank’s internal credit risk grading system is based on management’s experiences with similarly graded loans. Credit risk grades are reassessed each quarter based on any recent developments potentially impacting the creditworthiness of the borrower, as well as other external statistics and factors, which may affect the risk characteristics of the respective loan.

 

   

As of March 31, 2018

 
   

Commercial Real

Estate

   

One- to Four-

Family

Residential Real

Estate

   

Commercial and

Industrial

   

Consumer and

Other

   

Total

 
                                         

Grade

                                       

Pass

  $ 204,977,160     $ 28,255,185     $ 11,953,340     $ 6,251,066     $ 251,436,751  

Special mention

    1,877,899       -       -       -       1,877,899  

Substandard

    5,195,509       1,685,709       1,590,205       165,852       8,637,275  

Doubtful

    550,000       -       -       -       550,000  

Loss

    -       -       -       -       -  
                                         

Totals

  $ 212,600,568     $ 29,940,894     $ 13,543,545     $ 6,416,918     $ 262,501,925  

 

 

   

As of December 31, 2017

 
   

Commercial Real

Estate

   

One- to Four-

Family

Residential Real

Estate

   

Commercial and

Industrial

   

Consumer and

Other

   

Total

 
                                         

Grade

                                       

Pass

  $ 208,395,458     $ 27,400,698     $ 10,624,210     $ 5,568,633     $ 251,988,999  

Special mention

    911,571       43,382       -       -       954,953  

Substandard

    5,014,759       1,669,980       1,672,098       171,719       8,528,556  

Doubtful

    550,000       -       -       -       550,000  

Loss

    -       -       -       -       -  
                                         

Totals

  $ 214,871,788     $ 29,114,060     $ 12,296,308     $ 5,740,352     $ 262,022,508  

 

 

The Bank’s internally assigned grades are as follows:

 

Pass – Strong credit with no existing or known potential weaknesses deserving of management’s close attention.

 

Special Mention – Potential weaknesses that deserve management’s close attention. Borrower and guarantor’s capacity to meet all financial obligations is marginally adequate or deteriorating.

 

Substandard – Inadequately protected by the paying capacity of the Borrower and/or collateral pledged. The borrower or guarantor is unwilling or unable to meet loan terms or loan covenants for the foreseeable future.

 

Doubtful – All the weakness inherent in one classified as substandard with the added characteristic that those weaknesses in place make the collection or liquidation in full, on the basis of current conditions, highly questionable and improbable.

 

Loss – Considered uncollectible or no longer a bankable asset. This classification does not mean that the asset has absolutely no recoverable value. In fact, a certain salvage value is inherent in these loans. Nevertheless, it is not practical or desirable to defer writing off a portion or whole of a perceived asset even though partial recovery may be collected in the future.

 

Page 15 of 41

 

Impaired Loans – The following tables include the recorded investment and unpaid principal balances, net of charge-offs for impaired loans with the associated allowance amount, if applicable. Management determined the allocated allowance based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the remaining source of repayment for the loan is the operation or liquidation of the collateral. In those cases, the current fair value of the collateral, less selling costs was used to determine the allocated allowance recorded.

 

   

As of, and for the Three Months Ended, March 31, 2018

 
           

Principal

           

Average

 
   

Recorded

   

Net of

   

Related

   

Recorded

 
   

Investment

   

Charge-offs

   

Allowance

   

Investment

 
                                 

With no related allowance recorded:

                               

Commercial real estate

  $ 3,159,122     $ 3,159,122     $ -     $ 3,196,492  

One- to four-family residential real estate

    710,795       710,795       -       746,539  

Commercial and industrial

    1,274,710       1,274,710       -       1,297,740  

Consumer and other

    -       -       -       -  
      5,144,627       5,144,627       -       5,240,771  
                                 

With an allowance recorded:

    550,000       550,000       215,000       550,000  
    $ 5,694,627     $ 5,694,627     $ 215,000     $ 5,790,771  
                                 

Total:

                               

Commercial real estate

  $ 3,709,122     $ 3,709,122     $ 215,000     $ 3,746,492  

One- to four-family residential real estate

    710,795       710,795       -       746,539  

Commercial and industrial

    1,274,710       1,274,710       -       1,297,740  

Consumer and other

    -       -       -       -  
    $ 5,694,627     $ 5,694,627     $ 215,000     $ 5,790,771  

 

 

   

As of, and for the Year Ended, December 31, 2017

 
           

Principal

           

Average

 
   

Recorded

   

Net of

   

Related

   

Recorded

 
   

Investment

   

Charge-offs

   

Allowance

   

Investment

 
                                 

With no related allowance recorded:

                               

Commercial real estate

  $ 3,483,078     $ 3,483,078     $ -     $ 3,521,421  

One- to four-family residential real estate

    679,184       679,184       -       684,632  

Commercial and industrial

    1,274,710       1,274,710       -       1,297,740  

Consumer and other

    -       -       -       -  
      5,436,972       5,436,972               5,503,793  
                                 

With an allowance recorded:

    -       -       -       -  
                                 

Total:

                               

Commercial real estate

  $ 3,483,078     $ 3,483,078     $ -     $ 3,521,421  

One- to four-family residential real estate

    679,184       679,184       -       684,632  

Commercial and industrial

    1,274,710       1,274,710       -       1,297,740  

Consumer and other

    -       -       -       -  
    $ 5,436,972     $ 5,436,972             $ 5,503,793  

 

Page 16 of 41

 

During the three months ended March 31, 2018 and 2017, no interest income was recognized on nonaccrual loans as interest collected was credited to loan principal.

 

Certain loans within the Company’s loan and ORE portfolios are guaranteed by the Veterans Administration (VA). In the event of default by the borrower, the VA can elect to pay the guaranteed amount or take possession of the property. If the VA takes possession of the property, the Company is entitled to be reimbursed for the outstanding principal balance, accrued interest and certain other expenses. There were no commitments from the VA to take title to foreclosed VA properties at March 31, 2018 and December 31, 2017.

 

Troubled Debt Restructurings – Restructured loans are considered “troubled debt restructurings” if due to the borrower’s financial difficulties, the Bank has granted a concession that they would not otherwise consider. This may include a transfer of real estate or other assets from the borrower, a modification of loan terms, rates, or a combination of the two. All troubled debt restructurings placed on nonaccrual status must show no less than six consecutive months of repayment performance by the borrower in accordance with contractual terms to return to accrual status. Once a loan has been identified as a troubled debt restructuring, it will continue to be reported as such until the loan is paid in full.

 

There were no troubled debt restructurings as of March 31, 2018 or December 31, 2017.

 

In the normal course of business, the Company may modify a loan for a credit-worthy borrower where the modified loan is not considered a troubled debt restructuring. In these cases, the modified terms are consistent with loan terms available to credit-worthy borrowers and within normal loan pricing. The modifications to such loans are done according to existing underwriting standards which include review of historical financial statements, including current interim information if available, an analysis of the causes of the borrower’s decline in performance, and projections intended to assess repayment ability going forward.

 

 

 

NOTE 4 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

 

In the normal course of business, the Bank has outstanding commitments to extend credit and standby letters of credit, which are not included in the accompanying consolidated financial statements. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making commitments as it does for instruments that are included in the consolidated balance sheets.

 

Financial instruments whose contract amounts represent off-balance-sheet credit risk are as follows as of March 31, 2018 and December 31, 2017:

 

   

March 31,

   

December 31,

 
   

2018

   

2017

 
                 

Commitments to originate and sell mortgage loans

  $ 37,833,362     $ 27,440,793  

Commitments to extend credit

    32,356,902       23,425,182  

Unused lines of credit

    13,819,328       13,576,993  

Standby letters of credit

    125,000       125,000  

Totals

  $ 84,134,592     $ 64,567,968  

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation. Collateral held varies by and may include accounts receivable, inventory, property and equipment, and income-producing commercial properties.

 

Page 17 of 41

 

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third-party. Standby letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank’s policy for obtaining collateral, and the nature of such collateral, is essentially the same as that involved in making commitments to extend credit.

 

 

 

NOTE 5 – REGULATORY MATTERS

 

Bank 34 is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and discretionary actions by 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 involving quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors.

 

The Basel III regulatory capital framework (the "Basel III Capital Rules") adopted by U.S. federal regulatory authorities, among other things, (i) establish the capital measure called "Common Equity Tier 1" ("CET1"), (ii) specify that Tier 1 capital consist of CET1 and "Additional Tier 1 Capital" instruments meeting stated requirements, (iii) define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) set forth the acceptable scope of deductions/adjustments to the specified capital measures. The Basel III Capital Rules became effective for us on January 1, 2015 with certain transition provisions fully phased in on January 1, 2019.

 

Additionally, the Basel III Capital Rules require that we maintain a capital conservation buffer with respect to each of the CET1, Tier 1 and total capital to risk-weighted assets, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements. The capital conservation buffer is subject to a three-year phase-in period that began on January 1, 2016 and will be fully phased in on January 1, 2019 at 2.5%. The required phase-in capital conservation buffer during 2018 is 1.875% and was 1.25% during 2017. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers.

 

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total risk-based capital and Tier 1 capital to risk-weighted assets, and Tier 1 capital to adjusted total assets. Management believes, as of March 31, 2018 and December 31, 2017, the Bank meets all capital adequacy requirements to which it is subject.

 

Banks and bank holding companies are also subject to certain restrictions on the amount of dividends that they may declare without prior regulatory non-objection.

 

As of March 31, 2018, the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank has to maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as disclosed in the table below. There are no conditions or events that management believes have changed the Bank’s prompt corrective action category.

 

Page 18 of 41

 

The Bank’s actual and required capital amounts and ratios are as follows:

 

                                   

To be Well

 
                                   

Capitalized Under

 
                   

For Capital

   

Prompt Corrective

 
   

Actual

   

Adequacy Purposes

   

Action Provisions

 
   

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 
    (Dollars in thousands)  

As of March 31, 2018:

                                               
                                                 

Total Capital (to Risk-Weighted Assets)

  $ 45,629       17.34 %    $ 21,051        >8.00 %    $ 26,314        >10.00 %
                                                 

Tier I Capital (to Risk-Weighted Assets)

  $ 42,339      

12.49

%    $ 20,339        >6.00 %    $ 27,119        >8.00 %
                                                 

Common Equity Tier 1 Capital (to Risk-Weighted Assets)

  $ 42,339       16.09 %    $ 11,841        >4.50 %    $ 17,104        >6.50 %
                                                 

Tier I Capital (to Average Assets)

  $ 42,339       16.09 %    $ 10,526        >4.00 %    $ 13,157        >5.00 %
                                                 

As of December 31, 2017:

                                               
                                                 

Total Capital (to Risk-Weighted Assets)

  $ 45,076       17.21 %   $ 20,950       >8.00 %   $ 26,187       >10.00 %
                                                 

Tier I Capital (to Risk-Weighted Assets)

  $ 41,800       15.96 %   $ 15,712       >6.00 %   $ 20,950       >8.00 %
                                                 

Common Equity Tier 1 Capital (to Risk-Weighted Assets)

  $ 41,800       15.96 %   $ 11,784       >4.50 %   $ 17,022       >6.50 %
                                                 

Tier I Capital (to Average Assets)

  $ 41,800       11.96 %   $ 14,011       >4.00 %   $ 17,514       >5.00 %

 

Page 19 of 41

 

 

NOTE 6 – EQUITY-BASED COMPENSATION

 

The Company has fully vested stock options outstanding under the 2001 Stock Option Plan and unvested stock options and restricted stock awards under the 2017 Equity Incentive Plan.

 

A summary of stock option activity during the three months ended March 31, 2018 and 2017 is presented below:

 

 

   

For the Three Months Ended March 31, 2018

 
                   

Average

 
           

Weighted-

   

Remaining

 
           

Average

   

Contractual

 
   

Shares

   

Exercise Price

   

Term (years)

 
                         

Outstanding, December 31, 2017

    207,108     $ 14.18       6.2  

Granted

    5,000       15.48          

Exercised

    -       -          

Forfeited or expired

    (1,002 )     14.90          
                         

Outstanding, March 31, 2018

    211,106     $ 14.28       5.9  
                         

Exercisable, March 31, 2018

    28,456     $ 9.65       1.3  

 

 

   

For the Three Months Ended March 31, 2017

 
                   

Average

 
           

Weighted-

   

Remaining

 
           

Average

   

Contractual

 
   

Shares

   

Exercise Price

   

Term (years)

 
                         

Outstanding, December 31, 2016

    34,190     $ 9.65       2.3  

Granted

    -       -          

Exercised

    -       -          

Forfeited or expired

    -       -          
                         

Outstanding, March 31, 2017

    34,190     $ 9.65       2.3  
                         

Exercisable, March 31, 2017

    34,190     $ 9.65       2.3  

 

The grant date fair value of stock options awarded in the quarter ended March 31, 2018 was $4.04 using the Black-Scholes-Merton options pricing model with the following inputs and assumptions:

 

Grant date stock price

  $15.48      
Dividend yield   0.00%      
Expected volatility   19.55%      
Risk-free interest rate   2.75%      
Expected life in years   6      

 

As of March 31, 2018, there was $549,000 of total unrecognized cost related to unvested stock options granted under the 2017 Equity Incentive Plan that is expected to be recognized over a 5-year period.

 

The Company had 75,179 restricted stock awards outstanding at March 31, 2018 including 429 granted in the three months ended March 31, 2018. There were 74,750 restricted stock awards outstanding at December 31, 2017.

 

Stock-based expense for the three months ended March 31, 2018 was $86,000 of which $60,000 was charged to stock-based compensation expense and $26,000 was charged to stock-based other noninterest expense. There was no stock-based expense for the three months ended March 31, 2017.  

Page 20 of 41

 

 

NOTE 7 – FAIR VALUES OF FINANCIAL INSTRUMENTS

 

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at March 31, 2018 and December 31, 2017.

 

Available-for-sale Securities – Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly-liquid government bonds, mortgage products and exchange-traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include certain collateralized mortgage and debt obligations and certain municipal securities. In certain cases, where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include certain residual municipal securities and other less liquid securities.

 

Loans Held for Sale – The fair value of loans held for sale is based on quoted market prices from the Federal Home Loan Mortgage Corp ("FHLMC"). FHLMC quotes are updated daily and represent prices at which loans are exchanged in high volumes and in a liquid market.

 

Other Real Estate – Other real estate is fair valued under Level 3 based on property appraisals less estimated disposition costs, which include both observable and unobservable inputs, at the time of transfer and as appropriate thereafter.

 

Derivative Financial Instruments - The fair value of mortgage derivatives is estimated based upon changes in mortgage interest rates from the date the interest rate on the loan is locked. The fair value of interest rate lock commitments is based upon the expected sales price using market prices of similar loans less estimated costs still to be incurred adjusted for projected fall out.  Forward commitment values are received from national broker counterparties.

 

Impaired Loans – Periodically, the Bank records nonrecurring adjustments to the carrying value of loans held for investment based on fair value measurements for loans subject to impairment. The fair value of impaired loans is typically determined using a combination of observable inputs, such as interest rates, contract terms, appraisals of collateral supporting the loan and recent comparable sales of similar properties, and unobservable inputs such as creditworthiness, disposition costs and underlying cash flows associated with the loan. Since the estimates of fair value utilized for loans also involve unobservable inputs, valuations of impaired loans have been classified as Level 3.

 

Page 21 of 41

 

The following table sets forth by level, within the fair value hierarchy, the Company’s assets at fair value:

 

   

Fair Value Measurements Using

 
   

Quoted Prices

   

Significant

                 
   

in Active

   

Other

   

Significant

         
   

Markets for

   

Observable

   

Unobservable

         
   

Identical Assets

   

Inputs

   

Inputs

         
   

Level 1

   

Level 2

   

Level 3

   

Fair Value

 
                                 

March 31, 2018

                               

Recurring basis

                               

Mortgage-backed securities

  $ -     $ 22,655,713     $ -     $ 22,655,713  

U.S. Government agencies

    -       1,780,336       -       1,780,336  

Municipal obligations

    -       1,659,611       -       1,659,611  

Loans held for sale

    -       15,260,895       -       15,260,895  

Derivative IRLC's

    -       -       475,735       475,735  

Derivative forward commitments

    -       (64,609 )     -       (64,609 )
  Nonrecurring basis                                

   Impaired loans

    -       -       5,479,627       5,479,627  
                                 

Totals

  $ -     $ 41,291,946     $ 5,955,362     $ 47,247,308  
                                 

December 31, 2017

                               

Recurring basis

                               

Mortgage-backed securities

  $ -     $ 20,768,592     $ -     $ 20,768,592  

U.S. Government agencies

    -       1,957,783       -       1,957,783  

Municipal obligations

    -       1,673,506       -       1,673,506  

Loans held for sale

    -       15,423,670       -       15,423,670  

Derivative IRLC's

            -       183,087       183,087  

Derivative forward commitments

            (15,820 )    

-

      (15,820 )

Nonrecurring basis

                               

Impaired loans

    -       -       5,436,972       5,436,972  
                                 

Totals

  $ -     $ 39,807,731     $ 5,620,059     $ 45,427,790  

 

The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Bank does not know whether the fair values shown represent values at which the respective financial instruments could be sold individually or in the aggregate.

 

Page 22 of 41

 

The following table presents the significant unobservable inputs used in the fair value measurements for Level 3 financial assets measured on a non-recurring basis:

 

   

Fair Value

 

Valuation

Methodologies

 

Valuation Model

 

Unobservable

Input

Valuation

 

At March 31, 2018

                       

Impaired loans

                       

Commercial real estate

  $ 3,494,122  

Appraisal

 

Appraisal discount and estimated selling costs

   17 - 18%  

One- to four-family residential real estate

    710,795  

Appraisal

 

Appraisal discount and estimated selling costs

   17 - 18%  

Commercial and industrial

    1,274,710  

Appraisal

 

Appraisal discount and estimated selling costs

   17 - 18%  
    $ 5,479,627                  
                         

At December 31, 2017

                       

Impaired loans

                       

Commercial real estate

  $ 3,483,078  

Appraisal

 

Appraisal discount and estimated selling costs

   17 - 18%  

One- to four-family residential real estate

    679,184  

Appraisal

 

Appraisal discount and estimated selling costs

   17 - 18%  

Commercial and industrial

    1,274,710  

Appraisal

 

Appraisal discount and estimated selling costs

   17 - 18%  
    $ 5,436,972                  

 

In addition, derivative Interest Rate Lock Commitment ("IRLC") fair values are derived using internal pricing models. Such models use pull-through rates (which are considered significant unobservable inputs), the weighted average of which was 81% and 77% as of March 31, 2018 and December 31, 2017, respectively.

 

Page 23 of 41

 

The following tables present estimated fair values of the Company’s financial instruments at March 31, 2018 and December 31, 2017.

 

                   

Quoted Prices

   

Significant

         
                   

in Active

   

Other

   

Significant

 
                   

Markets for

   

Observable

   

Unobservable

 
   

Carrying

           

Identical Assets

   

Inputs

   

Inputs

 
   

Amount

   

Fair Value

   

Level 1

   

Level 2

   

Level 3

 
   

(Dollars in thousands)

 

At March 31, 2018

                                       

Financial assets:

                                       

Cash and due from banks

  $ 4,762     $ 4,762     $ 4,762     $ -     $ -  

Interest-bearing deposits with banks

    7,580       7,580       7,580       -       -  

Available-for-sale securities

    26,096       26,096       -       26,096       -  

Loans held for sale

    15,261       15,261       -       15,261       -  

Loans held for investment, net

    258,357       258,197       -       -       258,197  

Derivative IRLCs

    475,735       475,735       -       475,735       -  

Derivative forward commitments

    (64,609 )     (64,609 )     -       (64,609 )     -  

Stock in financial institutions

    3,843       3,843       -       3,843       -  
                                         

Financial liabilities:

                                       

Demand deposits, savings and NOW deposits

    174,580       165,716       -       165,716       -  

Time deposits

    67,229       66,995       -       66,995       -  

Federal Home Loan Bank advances

    45,000       45,133       -       45,133       -  
                                         

At December 31, 2017

                                       

Financial assets:

                                       

Cash and due from banks

  $ 4,988     $ 4,988     $ 4,988     $ -     $ -  

Interest-bearing deposits with banks

    4,885       4,885       4,885       -       -  

Available-for-sale securities

    24,400       24,400       -       24,400       -  

Loans held for sale

    15,424       15,424       -       15,424       -  

Loans held for investment, net

    257,896       257,937       -       -       257,937  

Stock in financial institutions

    3,826       3,826       -       3,826       -  
                                         

Financial liabilities:

                                       

Demand deposits, savings and NOW deposits

    172,512       168,080       168,080       -       -  

Time deposits

    63,049       63,076       -       63,076       -  

Federal Home Loan Bank advances

    45,000       45,176       -       45,176       -  

 

 

The following methods and assumptions were used to estimate the fair value of the additional classes of financial instruments shown:

 

Cash and Due from Banks, Interest-Bearing Deposits with Banks and Stock in Financial Institutions – The carrying amount approximates fair value.

 

Deposits and Federal Home Loan Bank (FHLB) Advances – Deposits include demand deposits, savings accounts, NOW accounts and money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits and FHLB advances is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits and advances of similar remaining maturities.

 

Page 24 of 41

 

 

NOTE 8 – EARNINGS (LOSS) PER SHARE

 

The two-class method is used in the calculation of basic and diluted earnings per share. Under the two-class method, earnings available to common shareholders for the period are allocated between common shareholders and participating securities according to dividends declared (or accumulated) and participation rights in undistributed earnings. The factors used in the earnings per share computation follow:

 

 

   

Three Months Ended March 31,

 
   

2018

   

2017

 
                 

Basic:

               

Net income (loss) available to common shareholders

  $ 370,627     $ (197,750 )

Less: Earnings allocated to participating securities

    (8,495 )     -  
                 

Net income (loss) allocated to common shareholders

  $ 362,132     $ (197,750 )
                 

Weighted-average common shares outstanding including participating securities

    3,444,390       3,438,190  

Less: Average participating securities

    (74,907 )     -  

Less: Average unallocated ESOP Shares

    (176,102 )     (181,887 )
                 

Average shares

    3,193,381       3,256,303  
                 

Basic earnings per common share

  $ 0.11     $ (0.06 )
                 

Diluted:

               

Net income allocated to common shareholders

  $ 362,132     $ (197,750 )
                 

Weighted-average common shares outstanding for basic earnings per common share

    3,193,381       3,256,303  

Add: Dilutive effects of assumed exercises of stock options

    13,745       -  
                 

Weighted average shares and dilutive potential common shares

    3,207,126       3,256,303  
                 

Diluted earnings per common share

  $ 0.11     $ (0.06 )

 

 

Participating securities are restricted stock awards since they participate in common stock dividends. Stock options for 34,190 shares of common stock were not considered in computing diluted earnings per common share for the three months ended March 31, 2017 because they were antidilutive.  There were no stock options considered antidilutuve for the three months ended March 31, 2018.

  

Page 25 of 41

 

 

NOTE 9SUBSEQUENT EVENT - DIVIDEND

 

On April 11, 2018, Bancorp 34’s Board of Directors declared a special cash dividend of $1.25 per share. The special dividend will be paid on May 9, 2018 to stockholders of record as of April 25, 2018. In addition to the reduction in equity that will result from the payment of the special dividend, the Company expects to incur expense of $94,000 related to the payment of dividends on unvested restricted stock.

 

Page 26 of 41

 

 

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

 

Management’s discussion and analysis of financial condition at March 31, 2018 and December 31, 2017 and results of operations for the three months ended March 31, 2018 and 2017 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto, appearing in Part 1, Item 1 of this report.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (referred to as the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (referred to as the Securities Exchange Act), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “tend,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

 

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions. Because of these and other uncertainties, Bancorp 34’s actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. You should not place undue reliance on any forward-looking statements, which speak only as of the dates on which they were made. Bancorp 34 is not undertaking an obligation to update these forward-looking statements, even though its situation may change in the future, except as required under federal securities law. Bancorp 34 qualifies all of its forward-looking statements by these cautionary statements.                          

 

Critical Accounting Policies

 

Critical accounting policies are those that involve significant judgments and assumptions by management and that have, or could have, a material impact on our income or the carrying value of our assets. Our critical accounting policies are those related to our allowance for loan losses, the evaluation of other-than-temporary impairment of investment securities, the valuation of and our ability to realize deferred tax assets and the measurement of fair values of financial instruments.

 

Allowance for Loan Losses. The allowance for loan losses is calculated with the objective of maintaining an allowance necessary to absorb credit losses inherent in the loan portfolio. Management’s determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio and other relevant factors. However, this evaluation is inherently subjective, as it requires an estimate of the loss content for each risk rating and for each impaired loan, an estimate of the amounts and timing of expected future cash flows, and an estimate of the value of collateral.

 

We have established a systematic method of periodically reviewing the credit quality of the loan portfolio in order to establish an allowance for loan losses. The allowance for loan losses is based on our current judgments about the credit quality of individual loans and segments of the loan portfolio. The allowance for loan losses is established through a provision for loan losses based on our evaluation of the probable losses inherent in the loan portfolio, and considers all known internal and external factors that affect loan collectability as of the reporting date. Our evaluation, which includes a review of loans on which full collectability may not be reasonably assured, considers among other matters, the estimated net realizable value or the fair value of the underlying collateral, economic conditions, historical loan loss experience, our knowledge of inherent losses in the portfolio that are probable and reasonably estimable and other factors that warrant recognition in providing an appropriate loan loss allowance. Management believes this is a critical accounting policy because this evaluation involves a high degree of complexity and requires us to make subjective judgments that often require assumptions or estimates about various matters.

 

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The allowance for loan losses consists primarily of specific allocations and general allocations. Specific allocations are made for loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral, including adjustments for market conditions and selling expenses. The general allocation is determined by segregating the remaining loans by type of loan, risk weighting and payment history. We also analyze delinquency trends, general economic conditions, trends in historical loss experience, and geographic and industry concentrations. This analysis establishes factors that are applied to the loan groups to determine the amount of the general allowance. The principal assumption used in calculating the allowance for loan losses is the estimate of loss for each risk rating. Actual loan losses may be significantly more than the allowance we have established, which could have a material negative effect on our financial results.

 

Other-Than-Temporary Impairment. Securities are evaluated on at least a quarterly basis, to determine whether a decline in their value is other-than-temporary. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) whether or not we intend to sell or expect that it is more likely than not that we will be required to sell the investment security prior to an anticipated recovery in fair value. Once a decline in value for a debt security is determined to be other than temporary, the other-than-temporary impairment is separated in (a) the amount of total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to credit loss is recognized in operations. The amount of other-than-temporary impairment related to other factors is recognized in other comprehensive income (loss).

 

Valuation of Deferred Tax Assets. As a result of the reduction in the Federal corporate tax rate effective in 2018 under the Tax Cuts and Jobs Act signed into law in December 2017, income tax expense for 2017 includes a $1.2 million deferred tax asset re-measurement adjustment. Effective December 31, 2016, we reversed 100% of our net deferred tax asset valuation allowances and recognized an income tax benefit based upon our assessment of net deferred tax assets that are more-likely-than-not to be realized. The net deferred tax asset had been offset by an equal valuation allowance from June 2012 through November 2016. In evaluating our ability to realize deferred tax assets, management considers all positive and negative information, including our past operating results and our forecast of future taxable income. In determining future taxable income, management utilizes a budget process that makes business assumptions and the implementation of feasible and prudent tax planning strategies, if any. These assumptions require us to make judgments about our future taxable income that are consistent with the plans and estimates we use to manage our business. Any change in estimated future taxable income or effective tax rates may result in changes to the carrying balance of our net deferred tax assets which would result in an income tax benefit or expense in the same period.

 

Fair Value Measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date.  Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.  A three-level of fair value hierarchy prioritizes the inputs used to measure fair value:

 

 

Level 1 – Quoted prices in active markets for identical assets or liabilities; includes certain U.S. Treasury and other U.S. Government agency debt that is highly liquid and actively traded in over-the-counter markets.

 

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Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

 

 

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.  Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

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

 

Average Balance Sheets

 

The following table sets forth average balances, average yields and costs, and certain other information for the periods indicated. Tax-equivalent yield adjustments have not been made for tax-exempt securities, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income.

 

   

Three Months Ended March 31,

 
   

2018

   

2017

 
   

Average

                   

Average

                 
   

Outstanding

           

Yield/

   

Outstanding

           

Yield/

 
   

Balance

   

Interest

   

Rate

   

Balance

   

Interest

   

Rate

 
   

(Dollars in thousands)

 

Interest-earning assets:

                                               

Loans

  $ 273,362     $ 3,876       5.75 %   $ 254,742     $ 3,438       5.47 %

Securities

    26,927       149       2.24 %     30,689       130       1.72 %

Other interest earning assets

    15,705       67       1.73 %     4,879       54       11.65 %

Total interest-earning assets

    315,994       4,092       5.25 %     290,310       3,622       5.06 %

Noninterest-earning assets

    23,679                       37,164                  

Total assets

  $ 339,673                     $ 327,474                  
                                                 

Interest-bearing liabilities:

                                               

Checking, money market, and savings accounts

  $ 130,535     $ 282       0.88 %   $ 125,523     $ 240       0.78 %

Certificate of deposit

    66,843       212       1.29 %     62,024       136       0.89 %

Interest bearing deposits

    197,378       494       1.02 %     187,547       376       0.81 %

Advances from FHLB of Dallas

    41,222       149       1.47 %     49,366       103       0.85 %

Total interest-bearing liabilities

    238,600       643       1.09 %     236,913       479       0.82 %

Non-interest bearing deposits

    45,712                       43,247                  

Non-interest bearing liabilities

    4,461                       5,257                  

Total liabilities

    288,773                       285,417                  

Stockholders' equity

    50,900                       42,057                  

Total liabilities and stockholders' equity

  $ 339,673                     $ 327,474                  
                                                 

Net interest income

          $ 3,449                     $ 3,143          

Net interest rate spread (1), (2)

                    4.16 %                     4.24 %

Net interest-earning assets (3)

  $ 77,394                     $ 53,397                  
                                                 

Net interest margin (4)

                    4.43 %                     4.39 %

Average interest-earning assets to average interest-bearing liabilities

    132.44 %                     122.54 %                

 

 

(1)

Yield/Rate for the three- month periods have been annualized.

 

(2)

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

 

(3)

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

 

(4)

Net interest margin represents net interest income as a percentage of average total interest-earning assets.

 

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Comparison of Financial Condition at March 31, 2018 and December 31, 2017

 

Cash and cash equivalents increased $2.5 million, or 25%, to $12.3 million at March 31, 2018 from $9.9 million at December 31, 2017. The increase is due to higher overall deposits, partially offset by the funding of higher levels of available-for-sale investments and loans.

 

Available-for-sale securities increased $1.7 million, or 6.9%, to $26.1 million during the three months ended March 31, 2018, as certain proceeds from December 2017 sales of underwater securities were reinvested in similar securities with higher yields. The December 2017 sales of underwater securities were made in order to take advantage of higher tax rates in 2017.

 

Loans held for sale at March 31, 2018 totaled $15.3 million, consisting entirely of residential mortgage loans. We currently sell a significant majority of our residential mortgage loans in the secondary market. At December 31, 2017, loans held for sale totaled $15.4 million. The balances at any date vary based upon the timing and volume of current loan originations and sales.

 

Loans held for investment increased $466,000, or 0.2%, to $261.5 million at March 31, 2018 from $261.0 million at December 31, 2017, due to organic growth. During the quarter ended March 31, 2018, commercial real estate loans decreased to 81.0% of the gross loan portfolio from 82.0%, while one- to four-family residential real estate loans increased to 11.4% of the portfolio from 11.1%.

 

The core deposit intangible decreased $13,000 to $208,000 at March 31, 2018 from $221,000 at December 31, 2017, reflecting normal amortization.

 

Total deposits increased $6.2 million, or 2.7%, to $241.8 million at March 31, 2018 from $235.6 million at December 31, 2017. The increase included a $4.8 million, or 12.8% increase in non-interest bearing demand deposits and a $4.2 million, or 6.6% increase in time deposits, partially offset by a $2.7 million, or 2.0% decrease in savings and NOW deposits.

 

Borrowings, consisting solely of Federal Home Loan Bank advances, remained the same at $45.0 million at March 31, 2018 and at December 31, 2017. We utilize short-term borrowings to fund loans held for sale and loans held for investment.

 

Total stockholders’ equity decreased $1.4 million, or 2.7%, to $49.6 million at March 31, 2018 from $51.0 million at December 31, 2017. The decrease was primarily due to $1.6 million used to repurchase common stock during the first quarter of 2018, partially offset by $371,000 of net income during the same period.

 

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Comparison of Operating Results for the Three Months Ended March 31, 2018 and 2017

 

General. We had net income of $371,000 in the three months ended March 31, 2018, compared to a net loss of $198,000 for the three months ended March 31, 2017.

 

Interest Income. Interest income increased $470,000, or 13.0%, to $4.1 million for the three months ended March 31, 2018 from $3.6 million for the three months ended March 31, 2017. The increase was due to a $25.7 million, or 8.8%, increase in average interest-earning assets and a 19 basis point increase in average yields, partially offset by a change in asset mix as loans, our highest yielding assets, decreased to 86.5% of average interest-earning assets from 87.7% of average interest-earning assets. Loan and securities interest rates improved in 2018 over 2017 due to the higher interest rate environment. The yield on average interest-earning assets increased 19 basis points to 5.25% for the three months ended March 31, 2018 from 5.06% for the three months ended March 31, 2017 due primarily to the 28 basis point increase in loan yield. Interest and fees on loans increased $438,000, or 12.7%, to $3.9 million for the three months ended March 31, 2018, from $3.4 million for the three months ended March 31, 2017. Interest income on loans increased due primarily to an $18.6 million, or 7.3%, increase in average loan balances due to organic growth and a 28 basis point increase in yield. Interest on securities increased $19,000, or 14.6%, for the three months ended March 31, 2018 compared to the first three months of 2017. The average balance of securities decreased $3.8 million, or 12.3%, to $26.9 million for the three months ended March 31, 2018, compared to $30.7 million for the three months ended March 31, 2017, and the average yield increased 52 basis points from 1.72% for the three months ended March 31, 2017 to 2.24% for the three months ended March 31, 2018.

 

Interest Expense. Interest expense increased $164,000, or 34.2%, to $643,000 for the three months ended March 31, 2018 from $479,000 for the three months ended March 31, 2017. The increase was primarily the result of an increase in interest expense on deposits, which increased $118,000 to $494,000 for the three months ended March 31, 2018 from $376,000 for the three months ended March 31, 2017. The average balance of advances from the FHLB of Dallas decreased $8.1 million, or 16.5%, from the quarter ended March 31, 2017 to the quarter ended March 31, 2018 and the average rate paid increased 62 basis points from 85 basis points in the first quarter of 2017 to 1.47% in the first quarter of 2018.

 

Interest paid on savings and NOW deposits increased $42,000, or 17.5%, to $282,000 for the three months ended March 31, 2018 from $240,000 for the three months ended March 31, 2017. The average rate we paid on such deposit accounts increased 10 basis points to 0.88% for the three months ended March 31, 2018 from 0.78% for the three months ended March 31, 2017 and the average balance increased $5.0 million, or 4.0%, to $130.5 million for the three months ended March 31, 2018 from $125.5 million for the three months ended March 31, 2017. The average rates we pay on deposits is considerably higher in the Arizona market.

 

Net Interest Income. Net interest income increased $306,000, or 9.7%, to $3.4 million for the three months ended March 31, 2018 from $3.1 million for the three months ended March 31, 2017, as a result of a higher balance of net interest-earning assets, partially offset by an eight basis point decrease in net interest rate spread. Our average net interest-earning assets increased by $24.0 million, or 44.9%, to $77.4 million for the three months ended March 31, 2018 from $53.4 million for the three months ended March 31, 2017 due primarily to organic growth. Our net interest rate spread decreased by eight basis points to 4.16% for the three months ended March 31, 2018 from 4.24% for the three months ended March 31, 2017, as the loan yield increased to 5.75% of our average loans, for the three months ended March 31, 2018, compared to 5.47% in loan yield for the comparable quarter in 2017. Our cost of borrowings increased to 1.47% for the quarter ended March 31, 2018 from 0.85% for the quarter ended March 31, 2017 due to the increase in short-term interest rates following the 25 basis point increases in the target Federal Funds rate in March, June, and December 2017.

 

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Provision for Loan Losses. Provisions for loan losses are charged to operations to establish an allowance for loan losses at a level necessary to absorb known and inherent losses that are both probable and reasonably estimable at the date of the financial statements. If allowance for loan losses is larger than necessary, we post a negative provision as a benefit to earnings. In evaluating the level of the allowance for loan losses, management analyzes several qualitative loan portfolio risk factors including but not limited to, charge-off history over a relevant period, changes in management or underwriting policies, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower and results of internal and external loan reviews.

 

See “Asset Quality - Allowance for Loan Losses” for additional information.

 

After an evaluation of these factors, we recorded a provision for loan losses of $22,000 for the three months ended March 31, 2018, compared to $250,000 for the three months ended March 31, 2017. In the quarter ended March 31, 2018, gross loans held for investment grew $479,000, or 0.2%. Net charge-offs were $17,000 in the three months ended March 31, 2018 compared to net recoveries of $7,000 in the quarter ended March 31, 2017.

 

To the best of our knowledge, we have recorded all loan losses that are both probable and reasonable to estimate at March 31, 2018.  However, future changes in the factors described above, including, but not limited to, actual loss experience with respect to our loan portfolio, could result in material increases in our provision for loan losses. In addition, the Office of the Comptroller of the Currency, as an integral part of its examination process, will periodically review our allowance for loan losses and may require us to recognize adjustments to the allowance based on its judgments about the recoverability of our loan balances based upon information available to it at the time of its examination.

 

Noninterest Income. Noninterest income increased $1.5 million, or 69.1%, to $3.6 million for the three months ended March 31, 2018 from $2.1 million for the three months ended March 31, 2017 due to a higher volume of loan sales and related gains.

 

Gain on sale of loans increased $1.4 million, or 70.7%, to $3.4 million for the three months ended March 31, 2018 from $2.0 million for the three months ended March 31, 2017 as the Company has continued to expand its secondary mortgage loan operation. During the three months ended March 31, 2018, we sold $72.8 million of mortgage loans for a gain of $3.2 million, compared to $52.4 million of mortgage loan sales during the three months ended March 31, 2017 for a gain of $1.9 million. There were $1.3 million of SBA loans sold during the three months ended March 31, 2018 with gains of $108,000 recognized directly into income compared to $124,000 sold in the quarter ended March 31, 2017 with gains of $15,000. We realized a 4.0% average premium (gain on sale/sold loans) on the sales of mortgage loans for the three months ended March 31, 2018 and 3.7% for the three months ended March 31, 2017. We began selling mortgage loans under mandatory delivery contracts as opposed to on a best efforts basis in September 2017, and sales gain percentages tend to be larger under mandatory delivery contracts. Premiums also vary from period to period based upon the mix of government Federal Housing Administration (FHA) and VA loans to conventional loans, geographic markets and market interest rates, specifically 10-year Treasury rates.

 

Noninterest Expense. Noninterest expense increased $1.2 million, or 22%, to $6.5 million for the three months ended March 31, 2018 from $5.3 million for the three months ended March 31, 2017 due primarily to higher salaries and benefits, data processing fees and occupancy expense. The increases were primarily related to growth in our mortgage banking area, which sold 38.9% more loans and had 65.9% more sales gains in the three months ended March 31, 2018 compared to the three months ended March 31, 2017. Average assets for the quarter ended March 31, 2018 were 3.6% larger than for the quarter ended March 31, 2017.

 

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Provision for Income Tax. Provision for income tax expense was $95,000 for the three months ended March 31, 2018, representing an effective tax rate of 20.4% on pre-tax income. Although there are numerous differences between pre-tax income and actual taxable income that have an effect on the effective income tax rate for any given period, it is notable that the tax rate assumption used to compute income tax expense in 2018 is 13% lower than previous years due to the permanent reduction in the Federal corporate income tax rate to 21% from the Tax Cuts and Jobs Act enacted in December 2017. A 34% Federal tax rate was applied to earnings in 2017 and previous years. We recognized an income tax benefit of $146,000 for the three months ended March 31, 2017 representing 42.6% of the $343,000 loss before income taxes.

 

Asset Quality

 

We review loans on a regular basis, and place loans on nonaccrual status when either principal or interest is 90 days or more past due or earlier if we do not expect to receive full payment of interest or principal. Interest accrued and unpaid at the time a loan is placed on nonaccrual status is reversed from interest income. Once a loan is placed on nonaccrual status, the borrower must generally demonstrate at least six consecutive months of payment performance before the loan is eligible to return to accrual status.

 

Non-Performing Loans and Non-Performing Assets. The following table sets forth information regarding our non-performing assets. As of March 31, 2018 and December 31, 2017, we had no accruing troubled debt restructurings. Troubled debt restructurings include loans for which either a portion of interest or principal has been forgiven, or for loans modified at interest rates materially less than current market rates.

 

   

At March 31,

   

At December 31,

 
   

2018

   

2017

 

Nonaccrual loans

 

(Dollars in thousands)

 

Real estate loans:

               

One- to four-family residential real estate

  $ 711     $ 679  

Commercial real estate

    3,709       3,483  

Commercial and industrial loans

    1,275       1,275  

Consumer and other loans

    -       -  

Total nonaccrual loans

    5,695       5,437  

Accruing loans past due 90 days or more

    -       -  

Total nonaccrual loans and accruing loans past due 90 days or more

    5,695       5,437  

Other real estate (ORE)

    -       -  

Total nonperforming assets

  $ 5,695     $ 5,437  
                 

Ratios:

               

Nonperforming loans to gross loans held for investment

    2.17 %     2.08 %

Nonperforming assets to total assets

    1.67 %     1.62 %

Nonperforming assets to gross loans held for investment and ORE

    2.17 %     2.08 %

 

 

Two large loan relationships partially secured by real estate comprise $4.6 million, or 80.7%, of the $5.7 million in nonaccrual loans at March 31, 2018.  $3.6 million, or 63.2%, of the total March 31, 2018 nonaccrual loan balance, is guaranteed by the SBA.

 

The nonperforming asset ratios increased due to the $258,000 increase in nonaccrual loans.

 

Interest income that would have been recorded for the three months ended March 31, 2018, had nonaccruing loans been current according to their original terms amounted to $87,000. We recognized $4,000 interest income on nonaccrual loans for the three months ended March 31, 2018.

 

At March 31, 2018, we had no loans that were not currently classified as nonaccrual, 90 days past due or troubled debt restructurings where known information about possible credit problems of borrowers caused management to have serious concerns as to the ability of the borrowers to comply with existing loan repayment terms and that could result in disclosure as non-accrual, 90 days past due or troubled debt restructurings.

 

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Allowance for Loan Losses. The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that management’s estimate of credit losses inherent in the loan portfolio and the related allowance may change materially in the near-term. The allowance is increased by a provision for loan losses, which is charged to expense and reduced by full and partial charge-offs, net of recoveries. Changes in the allowance relating to impaired loans are charged or credited to the provision for loan losses. Management’s periodic evaluation of the adequacy of the allowance is based on the current level of net loan losses, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions.

 

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The following table sets forth activity in our allowance for loan losses for the periods indicated.

 

   

Three Months Ended

 
   

2018

   

2017

 
   

(Dollars in thousands)

 
                 

Balance at beginning of period

  $ 3,117     $ 2,506  

Provision for loan losses

    22       250  

Charge-offs:

               

One- to four-family residential real estate loans

    (23 )     -  

Commercial real estate loans

    -       -  

Commercial and industrial loans

    -       -  

Consumer and other loans

    -       -  

Total charge-offs

    (23 )     -  

Recoveries:

               

One- to four-family residential real estate loans

    6       6  

Commercial real estate loans

    -       1  

Commercial and industrial loans

    -       -  

Consumer and other loans

    -       -  

Total recoveries

    6       7  

Net recoveries

    (17 )     7  
                 

Balance at end of period

  $ 3,122     $ 2,763  
                 

Allowance for loan losses to nonperforming loans

    54.83 %     46.82 %

Allowance for loan losses to total loans

    1.19 %     1.06 %

Allowance for loan losses to total loans less acquired loans

    1.28 %     1.19 %

Net (charge-offs) recoveries to average loans outstanding during the period

    (0.01 )%     0.01 %

 

 

 

The ratio of our allowance for loan losses to nonperforming loans increased due primarily to a 13.0% increase in allowance for loan losses. The allowance for loan losses to total loans ratios increased because the 13.0% increase in allowance for loan losses was larger than the 0.4% increase in total gross loans.

 

Liquidity and Capital Resources

 

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, FHLB borrowings, loan repayments and maturities and sales of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

 

We regularly adjust our investments in liquid assets based upon our assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities, and the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits with other banks and short- and intermediate-term securities.

 

We believe that we have enough sources of liquidity to satisfy our short-term liquidity needs as of March 31, 2018.

 

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Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At March 31, 2018, cash and cash equivalents totaled $12.3 million. Available-for-sale securities, which provide additional sources of liquidity, totaled $26.1 million at March 31, 2018. In addition, at March 31, 2018, we had $45.0 million of advances outstanding from the Federal Home Loan Bank of Dallas and the ability to borrow an additional $89.0 million from the FHLB, $9.8 million from the Independent Bankers Bank (TIB), and $6.0 million from the Pacific Coast Bankers Bank (PCBB).

 

At March 31, 2018, we had $32.4 million in loan commitments outstanding, and an additional $37.8 million in commitments to originate and sell mortgage loans. In addition, we had $13.8 million in unused lines of credit and $125,000 in commitments issued under standby letters of credit. Time deposits due within one year as of March 31, 2018 totaled $35.6 million, or 14.7% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other time deposits and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before March 31, 2019. We believe, however, based on past experience that a significant portion of our time deposits will remain with us, either as time deposits or as other deposit products. We have the ability to attract and retain deposits by adjusting the interest rates offered.

 

We have no material commitments or demands that are likely to affect our liquidity other than set forth above. In the event loan demand were to increase at a pace greater than expected, or any unforeseen demand or commitment were to occur, we would access our borrowing capacity with the Federal Home Loan Bank of Dallas or the other financial institutions, or increase our deposits by offering higher interest rates.

 

Our primary investing activities are the origination of loans and the purchase of securities. During the three months ended March 31, 2018, we originated $28.5 million of loans held for investment and $72.3 million of mortgage loans held for sale, compared to $27.7 million of loans held for investment and $45.5 million of mortgage loans held for sale during the three months ended March 31, 2017. In the three months ended March 31, 2018 and 2017 we purchased $3.3 million and $0 in securities, respectively. We have not purchased any whole loans in recent periods.

 

Financing activities consist primarily of activity in deposit accounts and Federal Home Loan Bank advances. We experienced net increases of $6.2 million and $5.6 million in total deposits for the three months ended March 31, 2018 and 2017, respectively. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits so that we are competitive in our market area.

 

We had $45.0 million in Federal Home Loan Bank advances at March 31, 2018 and December 31, 2017.

 

Bancorp 34, Inc. is a separate legal entity from the Bank and must provide for its own liquidity to pay any dividends to stockholders, to repurchase its common stock, and for other corporate purposes. Bancorp 34, Inc.’s primary source of liquidity is dividend payments it may receive from the Bank. At March 31, 2018, Bancorp 34, Inc. (on an unconsolidated basis) had liquid assets of $4.8 million.

 

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The Bank is subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At March 31, 2018 and December 31, 2017, Bank 34 exceeded all regulatory capital requirements. Bank 34 is considered “well-capitalized” under regulatory guidelines.

 

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Item 3. Quantitative and Qualitative Disclosures about Market Risk

Not applicable, as the Registrant is a smaller reporting company.

 

Item 4. Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Executive Vice President and Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended) as of March 31, 2018. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Executive Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.

 

During the quarter ended March 31, 2018, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Part II – Other Information

 

Item 1. Legal Proceedings 

 

The Company is subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

 

Item 1A. Risk Factors

 

Not applicable, as the Registrant is a smaller reporting company.

 

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

 

 

(a)

Not applicable.

 

 

(b)

Not applicable.

 

 

(c)

There were no issuer repurchases of securities during the period covered by this report.

 

Item 3. Defaults Upon Senior Securities 

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

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Item 5. Other Information

 

The Company’s repurchases of common stock for the three months ended March 31, 2018 were as follows:

 

                   

Total Number of

   

Maximum Number

 
   

Total

           

Shares Purchased as

   

of Shares that May

 
   

Number of

   

Average Price

   

Part of Publicly

   

Be Purchased Yet

 
   

Shares

   

Paid

   

Announced Plans or

   

Under the Plans

 
Period  

Purchased

   

per Share

   

Programs

   

or Programs (1)

 
                                 

January 1, 2018 through January 31, 2018

    20,000     $ 14.85       20,000       123,910  
                                 

February 1, 2018 through February 28, 2018

    32,500     $ 15.23       32,500       91,410  
                                 

March 1, 2018 through March 31, 2018

    50,000     $ 15.50       50,000       41,410  
                                 
      102,500               102,500          

 

(1) On October 24, 2017, the Company adopted a repurchase program under which it would repurchase up to 171,910 shares of its common stock, or approximately 5.0% of the Company’s outstanding shares. The repurchase program will continue until it is completed or terminated by the Company’s Board of Directors.

 

 

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Item 6. Exhibits

 

 

3.1

 

Articles of Incorporation of Bancorp 34, Inc. (1)

       
 

3.2

 

Bylaws of Bancorp 34, Inc. (1)

       
 

31.1

 

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

       
 

31.2

 

Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002

       
 

32.1

 

Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

       
 

101

 

The following financial statements from the Bancorp 34, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2018, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Comprehensive Income (Loss); (iii) Consolidated Statements of Stockholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.

 


 

(1)

 

Incorporated by reference to the Registration Statement on Form S-1 of Bancorp 34, Inc. (File No. 333-21182), originally filed with the Securities and Exchange Commission on June 3, 2016.

 

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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.

 

 

BANCORP 34, INC.

 

 

 

 

Date:     April 30, 2018

 /s/ Jill Gutierrez

 

 

Jill Gutierrez

 

 

Chief Executive Officer

 

     
Date:     April 30, 2018  /s/ Jan R. Thiry  
  Jan R. Thiry  
  Executive Vice President and Chief Financial Officer

 

 Page 41 of 41