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LAKE SHORE BANCORP, INC. - Quarter Report: 2017 March (Form 10-Q)







United States

Securities and Exchange Commission

Washington, D.C. 20549

FORM 10-Q

(Mark One)

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

For the quarterly period ended March 31, 2017



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

Commission File No.:  000-51821





 

 

LAKE SHORE BANCORP, INC.

(Exact name of registrant as specified in its charter)



 

 

United States

 

20-4729288

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)



 

 

31 East Fourth Street, Dunkirk, New York

 

14048

(Address of principal executive offices)

 

(Zip code)



 

 

(716) 366-4070

(Registrant’s telephone number, including area code)



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,  and (2) has been subject to such filing requirements for the past 90 days.

Yes  [X]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 (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes  [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 definition of “large accelerated filer,” “accelerated filer,” “smaller reporting company” and “emerging growth company” in Rule 12b-2 of the Exchange Act.





 

Large accelerated filer

Accelerated filer

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

Smaller reporting company

Emerging growth company

 



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



Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).



Yes  [  ]        No  [X]



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



There were 6,112,322 shares of the registrant’s common stock, $0.01 par value per share, outstanding at May 4, 2017.

 


 









 

 

 



 

TABLE OF CONTENTS

 



 

 

 

ITEM

 

PART I

PAGE



 

 

 

1

FINANCIAL STATEMENTS

 



-

Consolidated Statements of Financial Condition as of March 31, 2017 and December 31, 2016 (Unaudited)

1



-

Consolidated Statements of Income for the Three Months Ended March 31, 2017 and 2016 (Unaudited)

2



-

Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2017 and 2016 (Unaudited)

3



-

Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2017 and  2016 (Unaudited)

4



-

Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and  2016 (Unaudited)

5



-

Notes to Unaudited Consolidated Financial Statements

6

2

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

31

3

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

42

4

CONTROLS AND PROCEDURES

43



 

 

 



 

PART II

 



 

 

 

1A

RISK FACTORS

43

2

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

43

6

EXHIBITS 

44

SIGNATURES

 

 

44



 

 





 

 


 

PART I

Item 1. Financial Statements

Lake Shore Bancorp, Inc. and Subsidiary











 

 

 

 

 

 

Consolidated Statements of Financial Condition

 

 

 

 

 

 



 

 

 

 

 

 



 

March 31,

 

December 31,



 

2017

 

2016



 

(Unaudited)



 

(Dollars in thousands, except share data)



 

 

 

 

 

 

Assets

 

 

 

 

 

 

Cash and due from banks

 

$

7,846 

 

$

8,089 

Interest earning deposits

 

 

9,890 

 

 

6,889 

Federal funds sold

 

 

16,149 

 

 

30,501 

Cash and Cash Equivalents

 

 

33,885 

 

 

45,479 

Securities available for sale

 

 

83,630 

 

 

86,335 

Federal Home Loan Bank stock, at cost

 

 

1,340 

 

 

1,340 

Loans receivable, net of allowance for loan losses 2017 $3,198; 2016 $2,882

 

 

345,032 

 

 

326,365 

Premises and equipment, net

 

 

8,625 

 

 

8,747 

Accrued interest receivable

 

 

1,800 

 

 

1,600 

Bank owned life insurance

 

 

17,806 

 

 

17,719 

Other assets

 

 

1,749 

 

 

1,589 

Total Assets

 

$

493,867 

 

$

489,174 

Liabilities and Stockholders' Equity

 

 

 

 

 

 

Liabilities

 

 

 

 

 

 

Deposits:

 

 

 

 

 

 

              Interest bearing

 

$

338,120 

 

$

330,004 

              Non-interest bearing

 

 

52,690 

 

 

55,889 

Total Deposits

 

 

390,810 

 

 

385,893 

Long-term debt

 

 

18,950 

 

 

18,950 

Advances from borrowers for taxes and insurance

 

 

2,249 

 

 

3,183 

Other liabilities

 

 

5,257 

 

 

5,118 

Total Liabilities

 

$

417,266 

 

$

413,144 

Commitments and Contingencies

 

 

 -

 

 

 -

Stockholders' Equity

 

 

 

 

 

 

Common stock, $0.01 par value per share, 25,000,000 shares authorized; 6,827,236 shares issued and 6,115,822 shares outstanding at March 31, 2017 and 6,827,236 shares issued and 6,088,674 shares outstanding at December 31, 2016

 

$

68 

 

$

68 

Additional paid-in capital

 

 

30,571 

 

 

30,532 

Treasury stock, at cost (711,414 shares at March 31, 2017 and 738,562 shares at December 31, 2016)

 

 

(7,032)

 

 

(7,300)

Unearned shares held by ESOP

 

 

(1,599)

 

 

(1,620)

Unearned shares held by compensation plans

 

 

(783)

 

 

(578)

Retained earnings

 

 

54,076 

 

 

53,546 

Accumulated other comprehensive income

 

 

1,300 

 

 

1,382 

Total Stockholders' Equity

 

 

76,601 

 

 

76,030 

Total Liabilities and Stockholders' Equity

 

$

493,867 

 

$

489,174 



 

 

 

 

 

 

See notes to consolidated financial statements.

 

 

 



 









1


 

Lake Shore Bancorp, Inc. and Subsidiary



 

 

 

 

 

 

Consolidated Statements of Income

 

 

 

 

 

 



 

Three Months Ended March 31,



 

2017

 

2016



 

(Unaudited)



 

(Dollars in thousands, except per share data)

Interest Income

 

 

 

 

 

 

   Loans, including fees

 

$

4,062 

 

$

3,514 

   Investment securities, taxable

 

 

210 

 

 

383 

   Investment securities, tax-exempt

 

 

448 

 

 

451 

   Other

 

 

38 

 

 

16 

         Total Interest Income

 

 

4,758 

 

 

4,364 

Interest Expense

 

 

 

 

 

 

   Deposits

 

 

477 

 

 

468 

   Long-term debt

 

 

92 

 

 

96 

   Other

 

 

21 

 

 

23 

         Total Interest Expense

 

 

590 

 

 

587 

         Net Interest Income

 

 

4,168 

 

 

3,777 

Provision for Loan Losses

 

 

350 

 

 

130 

         Net Interest Income after Provision for Loan Losses

 

 

3,818 

 

 

3,647 

Non-Interest Income

 

 

 

 

 

 

   Service charges and fees

 

 

447 

 

 

434 

   Earnings on bank owned life insurance

 

 

87 

 

 

67 

   Recovery on previously impaired investment securities

 

 

39 

 

 

35 

   Gain on sale of securities available for sale

 

 

25 

 

 

1,636 

   Net gain on sale of loans

 

 

 

 

15 

   Other

 

 

25 

 

 

23 

         Total Non-Interest Income

 

 

630 

 

 

2,210 

Non-Interest Expenses

 

 

 

 

 

 

   Salaries and employee benefits

 

 

1,890 

 

 

1,790 

   Occupancy and equipment

 

 

610 

 

 

581 

   Data processing

 

 

307 

 

 

265 

   Professional services

 

 

227 

 

 

270 

   Advertising

 

 

167 

 

 

113 

   Postage and supplies

 

 

63 

 

 

54 

   FDIC Insurance

 

 

36 

 

 

65 

   Other

 

 

277 

 

 

264 

         Total Non-Interest Expenses

 

 

3,577 

 

 

3,402 

         Income before Income Taxes

 

 

871 

 

 

2,455 

Income Tax Expense

 

 

155 

 

 

501 

         Net Income

 

$

716 

 

$

1,954 

Basic and diluted earnings per common share

 

$

0.12 

 

$

0.33 

Dividends declared per share

 

$

0.08 

 

$

0.07 



 

 

 

 

 

 

See notes to consolidated financial statements.

 

 

 

















2


 

Lake Shore Bancorp, Inc. and Subsidiary

Consolidated Statements of Comprehensive Income









 

 

 

 

 

 

 



 

 

Three Months Ended March 31,



 

 

2017

 

2016



 

 

(Unaudited)



 

 

(Dollars in thousands)



 

 

 

 

 

 

 

Net Income

 

 

$

716 

 

$

1,954 



 

 

 

 

 

 

 

Other Comprehensive Loss, net of tax benefit:

 

 

 

 

 

 

 

Unrealized holding (losses) gains on securities available for sale, net of tax benefit (expense)

 

 

 

(40)

 

 

975 



 

 

 

 

 

 

 

Reclassification adjustments related to:

 

 

 

 

 

 

 

Recovery on  previously impaired investment securities included in net income, net of tax expense

 

 

 

(26)

 

 

(23)

Net gain on sale of securities included in net income, net of tax expense

 

 

 

(16)

 

 

(1,080)

Total Other Comprehensive Loss

 

 

 

(82)

 

 

(128)



 

 

 

 

 

 

 

Total Comprehensive Income

 

 

$

634 

 

$

1,826 



 

 

 

 

 

 

 



 

 

 

 

 

 

 

 





3


 

Lake Shore Bancorp, Inc. and Subsidiary

Consolidated Statements of Stockholders’ Equity

Three Months Ended March 31, 2017 and 2016 (Unaudited)







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

Unearned

 

Unearned Shares

 

 

 

 

Accumulated

 

 

 



 

 

 

 

Additional

 

 

 

 

Shares

 

Held by

 

 

 

 

Other

 

 

 



 

Common

 

Paid-In

 

Treasury

 

Held by

 

Compensation

 

Retained

 

Comprehensive

 

 

 



 

Stock

 

Capital

 

Stock

 

ESOP

 

Plans

 

Earnings

 

Income

 

Total



 

(Dollars in thousands, except share and per share data)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - January 1, 2016

 

$

67 

 

$

29,359 

 

$

(7,026)

 

$

(1,706)

 

$

(580)

 

$

50,919 

 

$

2,843 

 

$

73,876 

Net income

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

1,954 

 

 

 -

 

 

1,954 

Other comprehensive loss, net of tax benefit of $65

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(128)

 

 

(128)

Stock options exercised (28,603 shares)

 

 

 

 

327 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

328 

ESOP shares earned (1,984 shares)

 

 

 -

 

 

 

 

 -

 

 

22 

 

 

 -

 

 

 -

 

 

 -

 

 

27 

Compensation plan shares granted (18,415 shares)

 

 

 -

 

 

 -

 

 

179 

 

 

 -

 

 

(179)

 

 

 -

 

 

 -

 

 

 -

Compensation plan shares earned (5,092 shares)

 

 

 -

 

 

10 

 

 

 -

 

 

 -

 

 

54 

 

 

 -

 

 

 -

 

 

64 

Purchase of treasury stock, at cost (10,000 shares)

 

 

 -

 

 

 -

 

 

(136)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(136)

Cash dividends declared ($0.07 per share)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(157)

 

 

 -

 

 

(157)

Balance - March 31, 2016

 

$

68 

 

$

29,701 

 

$

(6,983)

 

$

(1,684)

 

$

(705)

 

$

52,716 

 

$

2,715 

 

$

75,828 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance - January 1, 2017

 

$

68 

 

$

30,532 

 

$

(7,300)

 

$

(1,620)

 

$

(578)

 

$

53,546 

 

$

1,382 

 

$

76,030 

Net income

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

716 

 

 

 -

 

 

716 

Other comprehensive loss, net of tax benefit of $42

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(82)

 

 

(82)

ESOP shares earned (1,984 shares)

 

 

 -

 

 

10 

 

 

 -

 

 

21 

 

 

 -

 

 

 -

 

 

 -

 

 

31 

Stock based compensation

 

 

 -

 

 

11 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

11 

Compensation plan shares granted (27,348 shares)

 

 

 -

 

 

 -

 

 

270 

 

 

 -

 

 

(270)

 

 

 -

 

 

 -

 

 

 -

Compensation plan shares forfeited (200 shares)

 

 

 -

 

 

 -

 

 

(2)

 

 

 -

 

 

 

 

 -

 

 

 -

 

 

 -

Compensation plan shares earned (5,862 shares)

 

 

 -

 

 

18 

 

 

 -

 

 

 -

 

 

63 

 

 

 -

 

 

 -

 

 

81 

Cash dividends declared ($0.08 per share)

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(186)

 

 

 -

 

 

(186)

Balance - March 31, 2017

 

$

68 

 

$

30,571 

 

$

(7,032)

 

$

(1,599)

 

$

(783)

 

$

54,076 

 

$

1,300 

 

$

76,601 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

See notes to consolidated financial statements.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 























4


 

Lake Shore Bancorp, Inc. and Subsidiary

Consolidated Statements of Cash Flows



 

 

 

 

 

 



 

Three Months Ended March 31,



 

2017

 

2016



 

(Unaudited)



 

(Dollars in thousands)

CASH FLOWS FROM OPERATING ACTIVITIES

 

 

 

 

 

 

Net income

 

$

716 

 

$

1,954 

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

 

 

 

 

 

 

Net amortization of investment securities

 

 

34 

 

 

49 

Net amortization of deferred loan costs

 

 

125 

 

 

129 

Provision for loan losses

 

 

350 

 

 

130 

Recovery on previously impaired investment securities

 

 

(39)

 

 

(35)

Gain on sale of investment securities

 

 

(25)

 

 

(1,636)

Originations of loans held for sale

 

 

(451)

 

 

(1,296)

Proceeds from sales of loans held for sale

 

 

458 

 

 

1,311 

Gain on sale of loans

 

 

(7)

 

 

(15)

Depreciation and amortization

 

 

225 

 

 

216 

Increase in bank owned life insurance, net

 

 

(87)

 

 

(67)

ESOP shares committed to be released

 

 

31 

 

 

27 

Stock based compensation expense

 

 

92 

 

 

64 

Increase in accrued interest receivable

 

 

(200)

 

 

(73)

(Increase) decrease in other assets

 

 

(116)

 

 

41 

Increase in other liabilities

 

 

139 

 

 

81 

Net Cash Provided by Operating Activities

 

 

1,245 

 

 

880 

CASH FLOWS FROM INVESTING ACTIVITIES

 

 

 

 

 

 

Activity in available for sale securities:

 

 

 

 

 

 

Sales

 

 

736 

 

 

14,406 

Maturities, prepayments and calls

 

 

2,274 

 

 

2,615 

Purchases

 

 

(399)

 

 

 -

Redemptions of Federal Home Loan Bank Stock

 

 

 -

 

 

99 

Loan origination and principal collections, net

 

 

(19,142)

 

 

(4,877)

Additions to premises and equipment

 

 

(105)

 

 

(91)

Net Cash (Used in) Provided by Investing Activities

 

 

(16,636)

 

 

12,152 

CASH FLOWS FROM FINANCING ACTIVITIES

 

 

 

 

 

 

Net increase in deposits

 

 

4,917 

 

 

2,025 

Net decrease in advances from borrowers for taxes and insurance

 

 

(934)

 

 

(889)

Proceeds from issuance of long-term debt

 

 

700 

 

 

 -

Repayment of long-term debt

 

 

(700)

 

 

(2,200)

Proceeds from stock options exercised

 

 

 -

 

 

328 

Purchase of treasury stock

 

 

 -

 

 

(136)

Cash dividends paid

 

 

(186)

 

 

(157)

Net Cash Provided by (Used in) Financing Activities

 

 

3,797 

 

 

(1,029)

Net (Decrease) Increase in Cash and Cash Equivalents

 

 

(11,594)

 

 

12,003 

CASH AND CASH EQUIVALENTS - BEGINNING

 

 

45,479 

 

 

34,227 

CASH AND CASH EQUIVALENTS - ENDING

 

$

33,885 

 

$

46,230 

SUPPLEMENTARY CASH FLOWS INFORMATION

 

 

 

 

 

 

Interest paid

 

$

588 

 

$

592 

Income taxes paid

 

$

 -

 

$

 -



 

 

 

 

 

 

SUPPLEMENTARY SCHEDULE OF NONCASH INVESTING ACTIVITIES

 

 

 

 

 

 

Foreclosed real estate acquired in settlement of loans

 

$

 -

 

$

32 



 

 

 

 

 

 

See notes to consolidated financial statements.

 

 

 

5


 



Lake Shore Bancorp, Inc. and Subsidiary

Notes to Consolidated Financial Statements (Unaudited)



Note 1 – Basis of Presentation



The interim consolidated financial statements include the accounts of Lake Shore Bancorp, Inc. (the “Company”, “us”, “our”, or “we”) and Lake Shore Savings Bank (the “Bank”), its wholly owned subsidiary.  All intercompany accounts and transactions of the consolidated subsidiary have been eliminated in consolidation.



The interim consolidated financial statements included herein as of March 31, 2017 and for the three months ended March 31, 2017 and 2016 have been prepared by the Company, without audit, pursuant to the rules and regulations of the Securities and Exchange Commission, and therefore, do not include all information or footnotes necessary for a complete presentation of the consolidated statements of financial condition, results of operations and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  The consolidated statement of financial condition at December 31, 2016 has been derived from the audited consolidated financial statements at that date, but does not include all of the information and footnotes required by GAAP for complete consolidated financial statements.  The consolidated financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of such information and to make the financial statements not misleading.  These interim consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto included in the audited consolidated financial statements included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.  The consolidated statements of income for the three months ended March 31, 2017 are not necessarily indicative of the results for any subsequent period or the entire year ending December 31, 2017.



To prepare these consolidated financial statements in conformity with GAAP, management of the Company made a number of estimates and assumptions relating to the reporting of assets and liabilities and the reporting of revenue and expenses.  Actual results could differ from those estimates.  Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, securities valuation estimates, evaluation of impairment of securities and income taxes.



The Company has evaluated events and transactions occurring subsequent to the statement of financial condition as of March 31, 2017 for items that should potentially be recognized or disclosed in these consolidated financial statements.  The evaluation was conducted through the date these consolidated financial statements were issued.



Note 2 – New Accounting Standards



The Company adopted Financial Accounting Standards Board (“FASB”) Accounting Standards Update (“ASU”) 2015-17, “Income Taxes (Topic 740):  Balance Sheet Classification of Deferred Taxes” (“ASU 2015-17”). ASU 2015-17 was issued to simplify the presentation of deferred income taxes. The amendments in ASU 2015-17 require that deferred tax liabilities and assets be classified as noncurrent in a classified statement of financial position. The amendments in ASU 2015- 17 apply to all entities that present a classified statement of financial position. The current requirement that deferred tax liabilities and assets of a tax-paying component of an entity be offset and presented as a single amount is not affected by the amendments in ASU 2015- 17. The adoption of ASU 2015-17 does not have an impact on the Company’s consolidated financial statements or results of operations.



The Company adopted FASB ASU 2016-09, “Compensation – Stock Compensation (Topic 718)” (“ASU 2016-09”). ASU 2016-09 is intended to simplify several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. ASU 2016-09 also eliminates the guidance in FASB Topic 718 that was indefinitely deferred shortly after the issuance of FASB Statement No. 123 (revised 2004), “Share-Based Payment”. This should not result in a change in practice because the guidance that is being superseded

6


 

was never effective. The adoption of 2016-09 does not have a material impact on the Company’s consolidated financial statements or results of operations.

In March 2017, the FASB issued ASU 2017-08, “Receivables—Nonrefundable Fees and Other Costs (Subtopic 310-20)” (“ASU 2017-08”). ASU 2017-08 will amend the amortization period for certain purchased callable debt securities held at a premium to the earliest call date. Under current GAAP, entities generally amortize the premium as an adjustment of yield over the contractual life of the instrument. ASU 2017-08 does not require an accounting change for securities held at a discount; the discount continues to be amortized to maturity. ASU 2017-08 is effective for annual reporting periods, including interim reporting periods within those periods, beginning after December 15, 2018 for all public business entities. Early application is permitted for any interim period. Management does not expect the adoption of ASU 2017-08 to have a material impact on its consolidated financial statements and results of operations.



Note 3 – Investment Securities

The amortized cost and fair value of securities are as follows:



 

 

 

 

 

 

 

 

 

 

 

 



 

March 31, 2017



 

 

 

 

Gross

 

Gross

 

 

 



 

Amortized

 

Unrealized

 

Unrealized

 

Fair



 

Cost

 

Gains

 

Losses

 

Value



 

 

(Dollars in thousands)

SECURITIES AVAILABLE FOR SALE:

 

 

 

 

 

 

 

 

 

 

 

 

Municipal bonds

 

$

48,548 

 

$

1,769 

 

$

(12)

 

$

50,305 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations-private label

 

 

36 

 

 

 -

 

 

 -

 

 

36 

Collateralized mortgage obligations-government sponsored entities

 

 

27,403 

 

 

79 

 

 

(420)

 

 

27,062 

Government National Mortgage Association

 

 

282 

 

 

20 

 

 

 -

 

 

302 

Federal National Mortgage Association

 

 

3,269 

 

 

117 

 

 

(14)

 

 

3,372 

Federal Home Loan Mortgage Corporation

 

 

1,745 

 

 

50 

 

 

 -

 

 

1,795 

Asset-backed securities-private label

 

 

289 

 

 

350 

 

 

(7)

 

 

632 

Asset-backed securities-government sponsored entities

 

 

66 

 

 

 

 

 -

 

 

71 

Equity securities

 

 

22 

 

 

33 

 

 

 -

 

 

55 



 

$

81,660 

 

$

2,423 

 

$

(453)

 

$

83,630 





7


 



 

 

 

 

 

 

 

 

 

 

 

 



 

December 31, 2016



 

 

 

 

Gross

 

Gross

 

 

 



 

Amortized

 

Unrealized

 

Unrealized

 

Fair



 

Cost

 

Gains

 

Losses

 

Value



 

 

(Dollars in thousands)

SECURITIES AVAILABLE FOR SALE:

 

 

 

 

 

 

 

 

 

 

 

 

Municipal bonds

 

$

48,869 

 

$

1,847 

 

$

(18)

 

$

50,698 

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations-private label

 

 

37 

 

 

 -

 

 

 -

 

 

37 

Collateralized mortgage obligations-government sponsored entities

 

 

29,170 

 

 

83 

 

 

(423)

 

 

28,830 

Government National Mortgage Association

 

 

306 

 

 

23 

 

 

 -

 

 

329 

Federal National Mortgage Association

 

 

3,457 

 

 

128 

 

 

(3)

 

 

3,582 

Federal Home Loan Mortgage Corporation

 

 

1,825 

 

 

42 

 

 

 -

 

 

1,867 

Asset-backed securities-private label

 

 

484 

 

 

362 

 

 

(14)

 

 

832 

Asset-backed securities-government sponsored entities

 

 

71 

 

 

 

 

 -

 

 

76 

Equity securities

 

 

22 

 

 

62 

 

 

 -

 

 

84 



 

$

84,241 

 

$

2,552 

 

$

(458)

 

$

86,335 



All of our collateralized mortgage obligations are backed by one- to four-family residential mortgages.

At March 31, 2017 and at December 31, 2016, equity securities consisted of 22,368 shares of Federal Home Loan Mortgage Corporation (“FHLMC”) common stock.

At March 31, 2017 and December 31, 2016, thirty-three municipal bonds and thirty-four municipal bonds, respectively, with a cost of $11.1 million and fair value of $11.5 million, were pledged under a collateral agreement with the Federal Reserve Bank (“FRB”) of New York for liquidity borrowing. In addition at March 31, 2017 and December 31, 2016 fourteen municipal bonds with a cost and fair value of $3.6 million and $3.7 million, respectively, were pledged as collateral for customer deposits in excess of the Federal Deposit Insurance Corporation (“FDIC”) insurance limits.       

8


 

The following table sets forth the Company’s investment in securities available for sale with gross unrealized losses of less than twelve months and gross unrealized losses of twelve months or more and associated fair values as of the dates indicated:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Less than 12 months

 

12 months or more

 

Total



 

 

 

 

Gross

 

 

 

 

Gross

 

 

 

 

Gross



 

 

 

 

Unrealized

 

 

 

 

Unrealized

 

 

 

 

Unrealized



 

Fair Value

 

Losses

 

Fair Value

 

Losses

 

Fair Value

 

Losses



 

(Dollars In thousands)

March 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Municipal bonds

 

$

1,223 

 

$

(12)

 

$

 -

 

$

 -

 

$

1,223 

 

$

(12)

Mortgage-backed securities

 

 

14,343 

 

 

(211)

 

 

8,506 

 

 

(223)

 

 

22,849 

 

 

(434)

Asset-backed securities -private label

 

 

282 

 

 

(7)

 

 

 -

 

 

 -

 

 

282 

 

 

(7)



 

$

15,848 

 

$

(230)

 

$

8,506 

 

$

(223)

 

$

24,354 

 

$

(453)











 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Municipal bonds

 

$

1,430 

 

$

(18)

 

$

 -

 

$

 -

 

$

1,430 

 

$

(18)

Mortgage-backed securities

 

 

13,902 

 

 

(197)

 

 

9,220 

 

 

(229)

 

 

23,122 

 

 

(426)

Asset-backed securities -private label

 

 

470 

 

 

(14)

 

 

 -

 

 

 -

 

 

470 

 

 

(14)



 

$

15,802 

 

$

(229)

 

$

9,220 

 

$

(229)

 

$

25,022 

 

$

(458)



The Company reviews investment securities on an ongoing basis for the presence of other-than-temporary impairment (“OTTI”) with formal reviews performed quarterly. 



At March 31, 2017, the Company’s investment portfolio included several securities, including two private label asset-backed securities, in the “unrealized losses less than twelve months” category. With the exception of the private label asset-backed securities, the securities were not evaluated further for OTTI as the unrealized losses on the individual securities were less than 20% of book value, which management deemed to be immaterial, and the securities were issued by government sponsored enterprises.



At March 31, 2017, the Company had several securities in the “unrealized losses twelve months or more” category. These securities were not evaluated further for OTTI, as the unrealized losses were less than 20% of book value. The temporary impairments were due to declines in fair value resulting from changes in interest rates and/or increased credit liquidity spreads since the securities were purchased.



The private label asset-backed securities were evaluated further for OTTI, as the probability of default is high and the Company’s analysis indicated a possible loss of principal. The following tables provide additional information relating to the two private label asset-backed securities as of March 31, 2017 and December 31, 2016 (dollars in thousands):





 

 

 

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2017



 

 

 

 

 

 

 

 

 

 

Delinquent %

 

 

Security

 

 

Book Value

 

 

Fair Value

 

 

Unrealized Loss

Lowest Rating

Over 60 days

Over 90 days

Foreclosure%

OREO%

 

$

232 

 

$

225 

 

$

(7)

B-

15.40%

13.60%

6.50%

0.30%

 

 

57 

 

 

57 

 

 

-

B-

12.60%

11.10%

5.20%

0.80%

Total

 

$

289 

 

$

282 

 

$

(7)

 

 

 

 

 









 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2016



 

 

 

 

 

 

 

 

 

 

Delinquent %

 

 

Security

 

 

Book Value

 

 

Fair Value

 

 

Unrealized Loss

Lowest Rating

Over 60 days

Over 90 days

Foreclosure%

OREO%

 

$

355 

 

$

342 

 

$

(13)

B-

15.90%

14.90%

7.00%

0.30%

 

 

129 

 

 

128 

 

 

(1)

B-

12.70%

11.70%

4.50%

1.10%

Total

 

$

484 

 

$

470 

 

$

(14)

 

 

 

 

 

9


 



Management’s evaluation of the estimated discounted cash flows in comparison to the amortized book value for the securities listed above did not reflect the need to record an OTTI charge against earnings as of March 31, 2017. The estimated discounted cash flows for these securities did not show an additional principal loss under various prepayment and default rate scenarios.

Management also completed an OTTI analysis for two private label asset-backed securities, which did not have unrealized losses as of March 31, 2017. Management’s calculation of the estimated discounted cash flows did not show additional principal losses for these securities under various prepayment and default rate scenarios. As a result of the stress tests that were performed, management concluded that additional OTTI charges were not required as of March 31, 2017 on these securities.

The unrealized losses shown in the previous table, were recorded as a component of other comprehensive loss, net of tax on the Company’s Consolidated Statements of Stockholders’ Equity.

The following table presents a summary of the credit-related OTTI charges recognized as components of income:



 

 

 

 

 

 



 

For The Three Months Ended March 31,



 

2017

 

2016



 

(Dollars in thousands)

Beginning balance

 

$

554 

 

$

696 

Additions:

 

 

 

 

 

 

Credit loss not previously recognized

 

 

 -

 

 

 -

Reductions:

 

 

 

 

 

 

Losses realized during the period on OTTI previously recognized

 

 

 -

 

 

 -

Receipt of cash flows on previously recorded OTTI

 

 

(39)

 

 

(35)

Ending balance

 

$

515 

 

$

661 



A deterioration in credit quality and/or other factors that may limit the liquidity of a security in our portfolio might adversely affect the fair values of the Company’s investment portfolio and may increase the potential that certain unrealized losses will be designated as “other-than-temporary” and that the Company may incur additional write-downs in future periods.



Scheduled contractual maturities of available for sale securities are as follows:





 

 

 

 

 

 



 

Amortized

 

Fair



 

Cost

 

Value



 

(Dollars in thousands)

March 31, 2017:

 

 

 

 

 

 

After one year through five years

 

$

3,556 

 

$

3,730 

After five years through ten years

 

 

28,466 

 

 

29,527 

After ten years

 

 

16,526 

 

 

17,048 

Mortgage-backed securities

 

 

32,735 

 

 

32,567 

Asset-backed securities

 

 

355 

 

 

703 

Equity securities

 

 

22 

 

 

55 



 

$

81,660 

 

$

83,630 



During the three months ended March 31, 2017, the Company sold three municipal bonds for total proceeds of $736,000 resulting in realized gains of $25,000. During the three months ended March 31, 2016 the Company sold nine U.S. treasury bonds for total proceeds of $14.4 million resulting in realized gains of $1.6 million.

               

10


 

Note 4 - Allowance for Loan Losses



Management segregates the loan portfolio into loan types and analyzes the risk level for each loan type when determining its allowance for loan losses.  The loan types are as follows:



Real Estate Loans:

·

One- to Four-Family – are loans secured by first lien collateral on residential real estate primarily held in the Western New York region.  These loans can be affected by economic conditions and the value of underlying properties.  Western New York’s housing market has consistently demonstrated stability in home prices despite economic conditions. Furthermore, the Company has conservative underwriting standards and its residential lending policies and procedures ensure that its one- to four-family residential mortgage loans generally conform to secondary market guidelines.  

·

Home Equity - are loans or lines of credit secured by first or second liens on owner-occupied residential real estate primarily held in the Western New York region.  These loans can also be affected by economic conditions and the values of underlying properties. Home equity loans may have increased risk of loss if the Company does not hold the first mortgage resulting in the Company being in a secondary position in the event of collateral liquidation.  The Company does not originate interest only home equity loans.  

·

Commercial Real Estate – are loans used to finance the purchase of real property, which generally consists of developed real estate that is held as first lien collateral for the loan.  These loans are secured by real estate properties that are primarily held in the Western New York region.  Commercial real estate lending involves additional risks compared with one- to four-family residential lending, because payments on loans secured by commercial real estate properties are often dependent on the successful operation or management of the properties, and/or the collateral value of the commercial real estate securing the loan, and repayment of such loans may be subject to adverse conditions in the real estate market or economic conditions to a greater extent than one- to four-family residential mortgage loans.  Also, commercial real estate loans typically involve relatively large loan balances to single borrowers or groups of related borrowers. Accordingly, the nature of these types of loans make them more difficult for the Company to monitor and evaluate.  

·

Construction – are loans to finance the construction of either one- to four-family owner occupied homes or commercial real estate.  At the end of the construction period, the loan automatically converts to either a one- to four-family or commercial mortgage, as applicable.  Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the value of the property at completion compared to the actual cost of construction. The Company limits its risk during construction as disbursements are not made until the required work for each advance has been completed and an updated lien search is performed.  The completion of the construction progress is verified by a Company loan officer or inspections performed by an independent appraisal firm.  Construction delays may also impair the borrower’s ability to repay the loan.



Other Loans:

·

Commercial – includes business installment loans, lines of credit, and other commercial loans.  Most of our commercial loans have fixed interest rates, and are for terms generally not in excess of 5 years.  Whenever possible, we collateralize these loans with a lien on business assets and equipment and require the personal guarantees from principals of the borrower.  Commercial loans generally involve a higher degree of credit risk because the collateral underlying the loans may be in the form of intangible assets and/or inventory subject to market obsolescence.  Commercial loans can also involve relatively large loan balances to a single borrower or groups of related borrowers, with the repayment of such loans typically dependent on the successful operation of the commercial business and the income stream of the borrower.  Such risks can be significantly affected by economic conditions.  Although commercial loans may be collateralized by equipment or other business assets, the liquidation of collateral in the event of a borrower default may be an insufficient source of repayment because the equipment or other business assets may be obsolete or of limited use, among other things. Accordingly, the repayment of a commercial loan depends primarily on the credit worthiness of the borrowers (and any guarantors), while liquidation of collateral is a secondary and often insufficient source of repayment.

11


 

·

Consumer – consist of loans secured by collateral such as an automobile or a deposit account, unsecured loans and lines of credit.  Consumer loans tend to have a higher credit risk due to the loans being either unsecured or secured by rapidly depreciable assets.  Furthermore, consumer loan payments are dependent on the borrower’s continuing financial stability, and therefore are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.



The allowance for loan losses is a valuation account that reflects the Company’s evaluation of the losses inherent in its loan portfolio. In order to determine the adequacy of the allowance for loan losses, the Company estimates losses by loan type using historical loss factors, as well as other environmental factors, such as trends in loan volume and loan type, loan concentrations, changes in the experience, ability and depth of the Company’s lending management, and national and local economic conditions. The Company's determination as to the classification of loans and the amount of loss allowances are subject to review by bank regulators, which can require the establishment of additional loss allowances.



The Company also reviews all loans on which the collectability of principal may not be reasonably assured, by reviewing payment status, financial conditions and estimated value of loan collateral. These loans are assigned an internal loan grade, and the Company assigns an amount of loss allowances to these classified loans based on loan grade.



The following tables summarize the activity in the allowance for loan losses for the three months ended March 31, 2017 and 2016 and the distribution of the allowance for loan losses and loan receivable by loan portfolio class and impairment method as of March 31, 2017 and December 31, 2016:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Real Estate Loans

 

Other Loans

 

 

 

 

 

 



 

One- to Four-Family

 

Home Equity

 

Commercial

 

Construction

 

Commercial

 

Consumer

 

Unallocated

 

Total



 

(Dollars in thousands)

March 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – January 1, 2017

 

$

431 

 

$

114 

 

$

1,803 

 

$

150 

 

$

338 

 

$

28 

 

$

18 

 

$

2,882 

  Charge-offs

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

(18)

 

 

(22)

 

 

 -

 

 

(40)

  Recoveries

 

 

 

 

 -

 

 

 -

 

 

 -

 

 

 

 

 

 

 -

 

 

  Provision

 

 

28 

 

 

 

 

165 

 

 

43 

 

 

60 

 

 

11 

 

 

40 

 

 

350 

Balance – March 31, 2017

 

$

460 

 

$

117 

 

$

1,968 

 

$

193 

 

$

381 

 

$

21 

 

$

58 

 

$

3,198 

Ending balance: individually evaluated for impairment

 

$

 -

 

$

 -

 

$

390 

 

$

 -

 

$

10 

 

$

 -

 

$

 -

 

$

400 

Ending balance: collectively evaluated for impairment

 

$

460 

 

$

117 

 

$

1,578 

 

$

193 

 

$

371 

 

$

21 

 

$

58 

 

$

2,798 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Loans Receivable (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending balance

 

$

147,864 

 

$

35,978 

 

$

117,702 

 

$

18,014 

 

$

24,408 

 

$

1,267 

 

$

 -

 

$

345,233 

Ending balance: individually evaluated for impairment

 

$

189 

 

$

22 

 

$

1,907 

 

$

 -

 

$

159 

 

$

 -

 

$

 -

 

$

2,277 

Ending balance: collectively evaluated for impairment

 

$

147,675 

 

$

35,956 

 

$

115,795 

 

$

18,014 

 

$

24,249 

 

$

1,267 

 

$

 -

 

$

342,956 



(1)

Gross Loans Receivable does not include allowance for loan losses of $(3,198) or deferred loan costs of $2,997.









 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

12


 



 

Real Estate Loans

 

Other Loans

 

 

 

 

 

 



 

One- to Four-Family

 

Home Equity

 

Commercial

 

Construction

 

Commercial

 

Consumer

 

Unallocated

 

Total



 

(Dollars in thousands)

March 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – January 1, 2016

 

$

351 

 

$

120 

 

$

1,204 

 

$

59 

 

$

197 

 

$

22 

 

$

32 

 

$

1,985 

  Charge-offs

 

 

(49)

 

 

(3)

 

 

 -

 

 

 -

 

 

(4)

 

 

(11)

 

 

 -

 

 

(67)

  Recoveries

 

 

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 

 

 -

 

 

  Provision (Credit)

 

 

154 

 

 

14 

 

 

(109)

 

 

38 

 

 

34 

 

 

15 

 

 

(16)

 

 

130 

Balance – March 31, 2016

 

$

457 

 

$

131 

 

$

1,095 

 

$

97 

 

$

227 

 

$

29 

 

$

16 

 

$

2,052 











 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Real Estate Loans

 

 

Other Loans

 

 

 

 

 

 



 

One- to Four-Family

 

Home Equity

 

Commercial

 

Construction

 

Commercial

 

Consumer

 

Unallocated

 

Total



 

(Dollars in thousands)



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for Loan Losses:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance – December 31, 2016

 

$

431 

 

$

114 

 

$

1,803 

 

$

150 

 

$

338 

 

$

28 

 

$

18 

 

$

2,882 

Ending balance: individually evaluated for impairment

 

$

 -

 

$

 -

 

$

390 

 

$

 -

 

$

10 

 

$

 -

 

$

 -

 

$

400 

Ending balance: collectively evaluated for impairment

 

$

431 

 

$

114 

 

$

1,413 

 

$

150 

 

$

328 

 

$

28 

 

$

18 

 

$

2,482 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Gross Loans Receivable (1):

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Ending Balance

 

$

149,333 

 

$

35,534 

 

$

107,243 

 

$

12,361 

 

$

20,447 

 

$

1,313 

 

$

 -

 

$

326,231 

Ending balance: individually evaluated for impairment

 

$

190 

 

$

22 

 

$

3,162 

 

$

 -

 

$

163 

 

$

 -

 

$

 -

 

$

3,537 

Ending balance: collectively evaluated for impairment

 

$

149,143 

 

$

35,512 

 

$

104,081 

 

$

12,361 

 

$

20,284 

 

$

1,313 

 

$

 -

 

$

322,694 



(1)

Gross Loans Receivable does not include allowance for loan losses of $(2,882) or deferred loan costs of $3,016.



Although the allocations noted above are by loan type, the allowance for loan losses is general in nature and is available to offset losses from any loan in the Company’s portfolio. The unallocated component of the allowance for loan losses reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for existing specific and general losses in the portfolio.



A loan is considered impaired when, based on current information and events, it is probable that the Company will not be able to collect the scheduled payments of principal and interest when due according to the contractual terms of the loan agreement. Factors considered in determining impairment include payment status, collateral value and the probability of collecting scheduled payments when due. Impairment is measured on a loan-by-loan basis for commercial real estate loans and commercial loans. Larger groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer, home equity, or one- to four-family loans for impairment disclosure, unless they are subject to a troubled debt restructuring. 

13


 



The following is a summary of information pertaining to impaired loans for the periods indicated:



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Unpaid

 

 

 

 

Average

 

Interest



 

Recorded

 

Principal

 

Related

 

Recorded

 

Income



 

Investment

 

Balance

 

Allowance

 

Investment

 

Recognized



 

 

 

 

 

 

 

 

 

 

For the Three Months Ended



 

At March 31, 2017

 

March 31, 2017



 

(Dollars in thousands)

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential, one- to four-family

 

$

189 

 

$

189 

 

$

 -

 

$

189 

 

$

Home equity

 

 

22 

 

 

22 

 

 

 -

 

 

22 

 

 

 -

Commercial real estate

 

 

889 

 

 

889 

 

 

 -

 

 

1,555 

 

 

212 

Commercial loans

 

 

54 

 

 

54 

 

 

 -

 

 

54 

 

 

 -

Total impaired loans with no related allowance

 

 

1,154 

 

 

1,154 

 

 

 -

 

 

1,820 

 

 

215 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

1,018 

 

 

1,018 

 

 

390 

 

 

1,018 

 

 

 -

Commercial loans

 

 

105 

 

 

105 

 

 

10 

 

 

106 

 

 

 -

Total impaired loans with an allowance

 

 

1,123 

 

 

1,123 

 

 

400 

 

 

1,124 

 

 

 -



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total of impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential, one- to four-family

 

 

189 

 

 

189 

 

 

 -

 

 

189 

 

 

Home equity

 

 

22 

 

 

22 

 

 

 -

 

 

22 

 

 

 -

Commercial real estate

 

 

1,907 

 

 

1,907 

 

 

390 

 

 

2,573 

 

 

212 

Commercial loans

 

 

159 

 

 

159 

 

 

10 

 

 

160 

 

 

 -

Total impaired loans

 

$

2,277 

 

$

2,277 

 

$

400 

 

$

2,944 

 

$

215 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

Unpaid

 

 

 

 

Average

 

Interest



 

Recorded

 

Principal

 

Related

 

Recorded

 

Income



 

Investment

 

Balance

 

Allowance

 

Investment

 

Recognized



 

 

 

 

 

 

 

 

 

 

For the Year Ended



 

At December 31, 2016

 

December 31, 2016



 

(Dollars in thousands)

With no related allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential, one- to four-family

 

$

190 

 

$

190 

 

$

 -

 

$

224 

 

$

14 

Home equity

 

 

22 

 

 

22 

 

 

 -

 

 

24 

 

 

Commercial real estate

 

 

2,148 

 

 

2,148 

 

 

 -

 

 

2,299 

 

 

29 

Commercial loans

 

 

54 

 

 

54 

 

 

 -

 

 

71 

 

 

 -

Total impaired loans with no related allowance

 

 

2,414 

 

 

2,414 

 

 

 -

 

 

2,618 

 

 

44 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

With an allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial real estate

 

 

1,014 

 

 

1,014 

 

 

390 

 

 

1,011 

 

 

31 

Commercial loans

 

 

109 

 

 

109 

 

 

10 

 

 

135 

 

 

Total impaired loans with an allowance

 

 

1,123 

 

 

1,123 

 

 

400 

 

 

1,146 

 

 

36 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total of impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential, one- to four-family

 

 

190 

 

 

190 

 

 

 -

 

 

224 

 

 

14 

Home equity

 

 

22 

 

 

22 

 

 

 -

 

 

24 

 

 

Commercial real estate

 

 

3,162 

 

 

3,162 

 

 

390 

 

 

3,310 

 

 

60 

Commercial loans

 

 

163 

 

 

163 

 

 

10 

 

 

206 

 

 

Total impaired loans

 

$

3,537 

 

$

3,537 

 

$

400 

 

$

3,764 

 

$

80 





14


 

The following table provides an analysis of past due loans and non-accruing loans as of the dates indicated:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

90 Days or

 

 

 

 

 

 

 

 

 

 



 

30-59 Days

 

60-89 Days

 

More

 

Total Past

 

 

Current

 

Total Loans

 

Loans on



 

Past Due

 

Past Due

 

Past Due

 

Due

 

 

Due

 

Receivable

 

Non-Accrual



 

(Dollars in thousands)

March 31, 2017:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential, one- to four-family

 

$

870 

 

$

711 

 

$

1,057 

 

$

2,638 

 

$

145,226 

 

$

147,864 

 

$

2,205 

Home equity

 

 

185 

 

 

57 

 

 

259 

 

 

501 

 

 

35,477 

 

 

35,978 

 

 

335 

Commercial

 

 

 -

 

 

 -

 

 

1,725 

 

 

1,725 

 

 

115,977 

 

 

117,702 

 

 

1,725 

Construction

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

18,014 

 

 

18,014 

 

 

 -

Other Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

 

 

 

54 

 

 

62 

 

 

24,346 

 

 

24,408 

 

 

159 

Consumer

 

 

13 

 

 

 

 

18 

 

 

37 

 

 

1,230 

 

 

1,267 

 

 

21 

Total

 

$

1,073 

 

$

777 

 

$

3,113 

 

$

4,963 

 

$

340,270 

 

$

345,233 

 

$

4,445 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

90 Days or

 

 

 

 

 

 

 

 

 

 



 

30-59 Days

 

60-89 Days

 

More

 

Total Past

 

 

Current

 

Total Loans

 

Loans on



 

Past Due

 

Past Due

 

Past Due

 

Due

 

 

Due

 

Receivable

 

Non-Accrual



 

(Dollars in thousands)

December 31, 2016:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential, one- to four-family

 

$

1,192 

 

$

782 

 

$

1,038 

 

$

3,012 

 

$

146,321 

 

$

149,333 

 

$

2,165 

Home equity

 

 

141 

 

 

206 

 

 

158 

 

 

505 

 

 

35,029 

 

 

35,534 

 

 

329 

Commercial

 

 

 -

 

 

 -

 

 

2,977 

 

 

2,977 

 

 

104,266 

 

 

107,243 

 

 

2,977 

Construction

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

12,361 

 

 

12,361 

 

 

 -

Other Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 -

 

 

19 

 

 

56 

 

 

75 

 

 

20,372 

 

 

20,447 

 

 

205 

Consumer

 

 

31 

 

 

 -

 

 

28 

 

 

59 

 

 

1,254 

 

 

1,313 

 

 

28 

Total

 

$

1,364 

 

$

1,007 

 

$

4,257 

 

$

6,628 

 

$

319,603 

 

$

326,231 

 

$

5,704 

 

The accrual of interest on loans is discontinued when, in management’s opinion, the borrower may be unable to meet payments as they become due. A loan does not have to be 90 days delinquent in order to be classified as non-accrual. When interest accrual is discontinued, all unpaid accrued interest is reversed. If ultimate collection of principal is in doubt, all cash receipts on impaired loans are applied to reduce the principal balance.  Interest income not recognized on non-accrual loans during the three month periods ended March 31, 2017 and 2016 was $82,000 and $72,000, respectively. 

The Company’s policies provide for the classification of loans as follows:

·

Pass/Performing;

·

Special Mention – does not currently expose the Company to a sufficient degree of risk but does possess credit deficiencies or potential weaknesses deserving the Company’s close attention;

·

Substandard – has one or more well-defined weaknesses and are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. A substandard asset would be one inadequately protected by the current net worth and paying capacity of the obligor or pledged collateral, if applicable;

·

Doubtful – has all the weaknesses inherent in substandard loans with the additional characteristic that the weaknesses present make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss; and

·

Loss – loan is considered uncollectible and continuance without the establishment of a specific valuation reserve is not warranted.



15


 

The Company’s Asset Classification Committee is responsible for monitoring risk ratings and making changes as deemed appropriate.  Each commercial loan is individually assigned a loan classification.  The Company’s consumer loans, including residential one- to four-family loans and home equity loans, are not classified as described above.  Instead, the Company uses the delinquency status as the basis for classifying these loans.  Generally, all consumer loans more than 90 days past due are classified and placed in non-accrual. Such loans that are well-secured and in the process of collection will remain in accrual status.



The following table summarizes the internal loan grades applied to the Company’s loan portfolio as of March 31, 2017 and December 31, 2016:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Pass/Performing

 

Special Mention

 

Substandard

 

Doubtful

 

Loss

 

Total



 

(Dollars in thousands)

March 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential, one- to four-family

 

$

144,931 

 

$

-

 

$

2,933 

 

$

-

 

$

-

 

$

147,864 

Home equity

 

 

35,364 

 

 

-

 

 

614 

 

 

-

 

 

-

 

 

35,978 

Commercial

 

 

113,969 

 

 

464 

 

 

3,269 

 

 

-

 

 

-

 

 

117,702 

Construction

 

 

18,014 

 

 

-

 

 

-

 

 

-

 

 

-

 

 

18,014 

Other Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

23,906 

 

 

14 

 

 

488 

 

 

-

 

 

-

 

 

24,408 

Consumer

 

 

1,266 

 

 

-

 

 

-

 

 

-

 

 

 

 

1,267 

            Total

 

$

337,450 

 

$

478 

 

$

7,304 

 

$

-

 

$

 

$

345,233 







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Pass/Performing

 

Special Mention

 

Substandard

 

Doubtful

 

Loss

 

Total



 

(Dollars in thousands)

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential, one- to four-family

 

$

146,333 

 

$

-

 

$

3,000 

 

$

-

 

$

-

 

$

149,333 

Home equity

 

 

35,025 

 

 

-

 

 

509 

 

 

-

 

 

-

 

 

35,534 

Commercial

 

 

102,216 

 

 

1,759 

 

 

3,268 

 

 

-

 

 

-

 

 

107,243 

Construction

 

 

12,361 

 

 

-

 

 

-

 

 

-

 

 

-

 

 

12,361 

Other Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

19,865 

 

 

297 

 

 

270 

 

 

15 

 

 

-

 

 

20,447 

Consumer

 

 

1,306 

 

 

-

 

 

 

 

-

 

 

 

 

1,313 

            Total

 

$

317,106 

 

$

2,056 

 

$

7,053 

 

$

15 

 

$

 

$

326,231 

 



Troubled debt restructurings (“TDRs”) occur when we grant borrowers concessions that we would not otherwise grant but for economic or legal reasons pertaining to the borrower’s financial difficulties. A concession is made when the terms of the loan modification are more favorable than the terms the borrower would have received in the current market under similar financial difficulties. These concessions may include, but are not limited to, modifications of the terms of the debt, the transfer of assets or the issuance of an equity interest by the borrower to satisfy all or part of the debt, or the addition of borrower(s). The Company identifies loans for potential TDRs primarily through direct communication with the borrower and evaluation of the borrower’s financial statements, revenue projections, tax returns, and credit reports.  Even if the borrower is not presently in default, management will consider the likelihood that cash flow shortages, adverse economic conditions, and negative trends may result in a payment default in the near future. Generally, we will not return a TDR to accrual status until the borrower has demonstrated the ability to make principal and interest payments under the restructured terms for at least six consecutive months. The Company’s TDRs are impaired loans, which may result in specific allocations and subsequent charge-offs if appropriate.



16


 

The following table summarizes the loans that were classified as TDRs as of the dates indicated:







 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

Non-Accruing

 

Accruing

 

TDRs That Have Defaulted on Modified Terms Year to Date



Number of Loans

 

Recorded Investment

 

Number of Loans

 

Recorded Investment

 

Number of Loans

 

Recorded Investment

 

Number of Loans

 

Recorded Investment



(Dollars in thousands)

At March 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential, one- to four-family

 

 

$

189 

 

 

-

 

$

-

 

 

 

$

189 

 

 

-

 

$

-

Home equity

 

 

 

22 

 

 

 

 

19 

 

 

 

 

 

 

-

 

 

-

Other Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

105 

 

 

 

 

105 

 

 

-

 

 

-

 

 

-

 

 

-

            Total

 

 

$

316 

 

 

 

$

124 

 

 

 

$

192 

 

 

-

 

$

-



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real Estate Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential, one- to four-family

 

 

$

190 

 

 

-

 

$

-

 

 

 

$

190 

 

 

-

 

$

-

Home equity

 

 

 

22 

 

 

 

 

19 

 

 

 

 

 

 

-

 

 

-

Other Loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

 

109 

 

 

 

 

109 

 

 

-

 

 

-

 

 

-

 

 

-

            Total

 

 

$

321 

 

 

 

$

128 

 

 

 

$

193 

 

 

-

 

$

-



No additional loan commitments were outstanding to these borrowers at March 31, 2017 and December 31, 2016.

There were no loans restructured and classified as TDRs during the three months ended March 31, 2017.



The following table details the activity in loans which were first deemed to be TDRs during the three months ended March 31, 2016:





 

 

 

 

 

 

 

 



For The Three Months Ended March 31, 2016



Number of Loans

 

Pre-Modification Outstanding Recorded Investment

 

Post-Modification Outstanding Recorded Investment



(Dollars in thousands)

Real Estate Loans:

 

 

 

 

 

 

 

 

Residential, one- to four-family

 

 

$

31 

 

$

31 

            Total

 

 

$

31 

 

$

31 



 

 

 

 

 

 

 

 

The loan above was deemed to be a TDR due to the borrower’s financial difficulties and due to modifications of the terms of the debt related to the bankruptcy of the borrower.



Some loan modifications classified as TDRs may not ultimately result in full collection of principal and interest, as modified, which may result in potential losses. These potential losses have been factored into our overall estimate of the allowance for loan losses.



Foreclosed real estate consists of property acquired in settlement of loans which is carried at its fair value less estimated selling costs. Write-downs from cost to fair value less estimated selling costs are recorded at the date of acquisition or repossession and are charged to the allowance for loan losses. Foreclosed real estate was $408,000 and $412,000 at March 31, 2017 and December 31, 2016, respectively, and was included as a component of other assets on the consolidated statements of financial condition. The recorded investment of consumer mortgage loans secured by residential real estate properties for which formal foreclosure proceeds

17


 

are in process according to local requirements of the applicable jurisdiction was $1.1 million and $767,000 at March 31, 2017 and December 31, 2016, respectively.

   

Note 5 – Earnings per Share

 

Earnings per share was calculated for the three months ended March 31, 2017 and 2016, respectively. Basic earnings per share is based upon the weighted average number of common shares outstanding, exclusive of unearned shares held by the Employee Stock Ownership Plan of Lake Shore Bancorp, Inc. (the “ESOP”), unearned shares held by the Lake Shore Bancorp, Inc. 2006 Recognition and Retention Plan (“RRP”), and unearned shares held by the Lake Shore Bancorp, Inc. 2012 Equity Incentive Plan (“EIP”). Diluted earnings per share is based upon the weighted average number of common shares outstanding and common share equivalents that would arise from the exercise of dilutive securities. Stock options are regarded as potential common stock and are considered in the diluted earnings per share calculations to the extent they would be dilutive and computed using the treasury stock method.

The calculated basic and diluted earnings per share are as follows:



 

 

 

 

 

 



 

 

 

 

 

 



 

Three Months Ended March 31,



 

2017

 

2016

Numerator – net income

 

$

716,000 

 

$

1,954,000 

Denominator:

 

 

 

 

 

 

Basic weighted average shares outstanding

 

 

6,090,190 

 

 

5,961,872 

Increase in weighted average shares outstanding due to:

 

 

 

 

 

 

Stock options

 

 

9,105 

 

 

20,505 

Diluted weighted average shares outstanding (1)

 

 

6,099,295 

 

 

5,982,377 



 

 

 

 

 

 

Earnings per share:

 

 

 

 

 

 

Basic

 

$

0.12 

 

$

0.33 

Diluted

 

$

0.12 

 

$

0.33 



(1)

Stock options to purchase 64,547 shares under the Company’s 2006 Stock Option Plan and 20,000 shares under the EIP at $14.38 were outstanding during the three month period ended March 31, 2017 but were not included in the calculation of diluted earnings per share because to do so would have been anti-dilutive.







Note 6 – Commitments to Extend Credit



The Company has commitments to extend credit with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.  Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated statements of financial condition.

The Company’s exposure to credit loss is represented by the contractual amount of these commitments.  There were no loss reserves associated with these commitments at March 31, 2017 and December 31, 2016. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments.

18


 

The following commitments to extend credit were outstanding as of the dates specified:



 

 

 

 

 

 



 

Contract Amount



 

March 31,

 

December 31,



 

2017

 

2016



 

(Dollars in thousands)



 

 

 

 

 

 

Commitments to grant loans

 

$

14,042 

 

$

24,707 

Unfunded commitments under lines of credit

 

$

33,156 

 

$

35,356 



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. The commitments for lines of credit may expire without being drawn upon.  Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.  At March 31, 2017 and December 31, 2016, the Company’s loan commitments with fixed rates for the next five years totaled $10.7 million and $12.0 million, respectively. The range of interest rates on these fixed rate commitments was 3.75% to 6.25% at March 31, 2017.



Note 7 – Stock-based Compensation

As of March  31, 2017, the Company had four stock-based compensation plans, which are described below.  The compensation cost that has been recorded under salary and benefits expense in the non-interest expense section of the consolidated statements of income for these plans was $123,000 and $92,000 for the three months ended March 31, 2017 and 2016, respectively.           

2006 Stock Option Plan

The Company’s 2006 Stock Option Plan (the “Stock Option Plan”), which was approved by the Company’s stockholders,  permitted the grant of options to its employees and non-employee directors for up to 297,562 shares of common stock. The Stock Option Plan expired on October 24, 2016, and grants of options can no longer be awarded.

Both incentive stock options and non-qualified stock options have been granted under the Stock Option Plan. The exercise price of each stock option equals the market price of the Company’s common stock on the date of grant and an option’s maximum term is ten years. The stock options generally vest over a five year period.



A summary of the status of the Stock Option Plan as of March 31, 2017 and 2016 is presented below:



 

 

 

 

 

 

 

 

 

 



March 31, 2017

March 31, 2016



Options

 

 

Exercise Price

Remaining Contractual Life

Options

 

 

Exercise Price

Remaining Contractual Life

Outstanding at beginning of year

82,826 

 

$

12.95 

 

118,087 

 

$

10.68 

 

Granted

 -

 

 

 -

 

 -

 

 

 -

 

Exercised

 -

 

 

 -

 

(28,603)

 

 

11.44 

 

Forfeited

 -

 

 

 -

 

 -

 

 

 -

 

Outstanding at end of period

82,826 

 

$

12.95 

8.1 years

89,484 

 

$

10.44 

1.4 years



 

 

 

 

 

 

 

 

 

 

Options exercisable at end of period

18,279 

 

$

7.88 

8.1 years

89,484 

 

$

10.44 

1.4 years



 

 

 

 

 

 

 

 

 

 

Fair value of options granted

 

 

$

 -

 

 

 

$

 -

 

:



At March 31, 2017, stock options outstanding had an intrinsic value of $218,000 and there were no remaining options available for grant under the Stock Option Plan. There were no stock options exercised during the three month period ended March 31, 2017. The intrinsic value of stock options exercised during the three month 

19


 

period ended March 31, 2016 was $53,000. Compensation expense related to the Stock Option Plan for the three month period ended March 31, 2017 was $8,000. There was no compensation expense related to the Stock Option Plan for the three month period ended March 31, 2016. At March 31, 2017, $155,000 of unrecognized compensation cost related to the Stock Option Plan is expected to be recognized over a period of 55 months.                 



2006 Recognition and Retention Plan

The Company’s 2006 Recognition and Retention Plan (“RRP”), which was approved by the Company’s stockholders,  permitted the grant of restricted stock awards (“Awards”) to employees and non-employee directors for up to 119,025 shares of common stock. The RRP expired on October 24, 2016, and as of October 24, 2016 all shares permitted under the plan have been granted.

As of March 31, 2017, there were 94,915 shares vested or distributed to eligible participants under the RRP.  Compensation expense amounted to $22,000 for the three months ended March 31, 2017 and $16,000 for the three months ended March  31, 2016. At March 31, 2017, $263,000 of unrecognized compensation cost related to the RRP is expected to be recognized over a period of 3 to 55 months.

A summary of the status of unvested shares under the RRP for the three months ended March 31, 2017 and 2016 is as follows:



 

 

 

 

 

 

 

 

 

 



 

2017

 

 

Weighted Average Grant Price (per Share)

 

2016

 

 

Weighted Average Grant Price (per Share)

Unvested shares outstanding at beginning of year

 

24,110 

 

$

12.96 

 

21,397 

 

$

12.25 

Granted

 

 -

 

 

 -

 

 -

 

 

 -

Vested

 

 -

 

 

 -

 

 -

 

 

 -

Forfeited

 

 -

 

 

 -

 

 -

 

 

 -

Unvested shares outstanding at end of period

 

24,110 

 

$

12.96 

 

21,397 

 

$

12.25 



2012 Equity Incentive Plan



The Company’s 2012 Equity Incentive Plan (the “EIP”), which was approved by the Company’s stockholders on May 23, 2012, authorizes the issuance of up to 180,000 shares of common stock pursuant to grants of restricted stock awards and up to 20,000 shares of common stock pursuant to grants of incentive stock options and non-qualified stock options, subject to permitted adjustments for certain corporate transactions. Employees and directors of Lake Shore Bancorp or its subsidiaries are eligible to receive awards under the EIP, except that non-employees may not be granted incentive stock options. 



The Board of Directors granted restricted stock awards under the EIP during 2017 as follows:





 

 

 

 

 

 

 

 

 

Grant Date

 

Number of Restricted Stock Awards

 

Vesting

 

 

Fair Value per Share of Award on Grant Date

 

Awardees



 

 

 

 

 

 

 

 

 

February 8, 2017

 

21,675 

 

100% on December 15, 2019, if three year performance metric is achieved

 

$

15.90 

 

Employees

February 8, 2017

 

5,673 

 

100% on December 15, 2017

 

 

15.90 

 

Non-employee directors



 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 



20


 

A summary of the status of unvested restricted stock awards under the EIP for the three months ended March 31, 2017 and 2016 is as follows:



 

 

 

 

 

 

 

 

 

 



 

2017

 

 

Weighted Average Grant Price (per Share)

 

2016

 

 

Weighted Average Grant Price (per Share)

Unvested shares outstanding at beginning of year

 

26,072 

 

$

12.77 

 

27,769 

 

$

12.64 

Granted

 

27,348 

 

 

15.90 

 

18,415 

 

 

13.38 

Vested

 

 -

 

 

 -

 

 -

 

 

 -

Forfeited

 

(100)

 

 

13.35 

 

 -

 

 

 -

Unvested shares outstanding at end of period

 

53,320 

 

$

14.38 

 

46,184 

 

$

12.93 



As of March 31, 2017, there were 21,917 shares vested or distributed to eligible participants under the EIP. Compensation expense related to the EIP amounted to $59,000 for the three months ended March 31, 2017 and $49,000 for the three months ended March 31, 2016. At March 31, 2017, $629,000 of unrecognized compensation cost related to unvested awards is expected to be recognized over a period of 9 to 33 months.



A summary of the status of stock options awarded in the fourth quarter of 2016 under the EIP for the three months ended March 31, 2017 is presented below:







 

 

 

 

 



March 31, 2017



Options

 

 

Exercise Price

Remaining Contractual Life

Outstanding at beginning of year

20,000 

 

$

14.38 

 

Granted

 -

 

 

 -

 

Exercised

 -

 

 

 -

 

Forfeited

 -

 

 

 -

 

Outstanding at end of period

20,000 

 

$

14.38 

9.6 years



 

 

 

 

 

Options exercisable at end of period

 -

 

$

 -

 



 

 

 

 

 

Fair value of options granted

 

 

 

 -

 



At March 31, 2017, stock options outstanding had an intrinsic value of $24,000 and there were no remaining options available for grant under the EIP. Compensation expense amounted to $3,000 for the three months ended March 31, 2017 and there was no compensation expense for the three months ended March 31, 2016.  At March 31, 2017, $48,000 of unrecognized compensation cost related to unvested stock options is expected to be recognized over a period of 55 months.



Employee Stock Ownership Plan (“ESOP”)

The Company established the ESOP for the benefit of eligible employees of the Company and Bank. All Company and Bank employees meeting certain age and service requirements are eligible to participate in the ESOP. Participants’ benefits become fully vested after five years of service once the employee is eligible to participate in the ESOP. The Company utilized $2.6 million of the proceeds of its 2006 stock offering to extend a loan to the ESOP and the ESOP used such proceeds to purchase 238,050 shares of stock on the open market at an average price of $10.70 per share, plus commission expenses. As a result of the purchase of shares by the ESOP, total stockholders’ equity of the Company was reduced by $2.6 million. As of March 31, 2017, the balance of the loan to the ESOP was $1.6 million and the fair value of unallocated shares was $2.3 million. As of March 31, 2017, there were 66,486 allocated shares and 150,765 unallocated shares compared to 65,549 allocated shares and 158,699 unallocated shares at March 31, 2016.  The ESOP compensation expense

21


 

was $31,000 for the three months ended March 31, 2017 and $27,000 for the three months ended March 31, 2016 based on 1,984 shares earned in each of those quarters.     



Note 8 - Fair Value of Financial Instruments

Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique.  Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sale transaction on the dates indicated.  The estimated fair value amounts have been measured as of March 31, 2017 and December 31, 2016 and have not been re-evaluated or updated for purposes of these consolidated financial statements subsequent to those respective dates.  The estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported here.



The measurement of fair value under FASB ASC Topic 820, “Fair Value Measurements and Disclosures” (“ASC Topic 820”) establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value.  The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities measurements (Level 1) and the lowest priority to unobservable input measurements (Level 3).  The three levels of the fair value hierarchy under ASC Topic 820 are as follows:



Level 1:  Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity can access at the measurement date.



Level 2:  Inputs other than quoted prices included in Level 1 that are observable for the asset or liability either directly or indirectly.



Level 3:  Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.



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



22


 

For assets measured at fair value on a recurring basis, the fair value measurements by level within the fair value hierarchy used at March 31, 2017 and December 31, 2016 were as follows:





 

 

 

 

 

 

 

 

 

 

 

 



 

Fair Value Measurements at March 31, 2017



 

March 31,

 

Quoted Prices in Active Markets for Identical Assets

 

Significant Other Observable Inputs

 

Significant Other Unobservable Inputs



 

2017

 

(Level 1)

 

(Level 2)

 

(Level 3)



 

 

(Dollars in thousands)

Measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

Municipal bonds

 

$

50,305 

 

$

 -

 

$

50,305 

 

$

 -

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations-private label

 

 

36 

 

 

 -

 

 

36 

 

 

 -

Collateralized mortgage obligations-government sponsored entities

 

 

27,062 

 

 

 -

 

 

27,062 

 

 

 -

Government National Mortgage Association

 

 

302 

 

 

 -

 

 

302 

 

 

 -

Federal National Mortgage Association

 

 

3,372 

 

 

 -

 

 

3,372 

 

 

 -

Federal Home Loan Mortgage Corporation

 

 

1,795 

 

 

 -

 

 

1,795 

 

 

 -

Asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Private label

 

 

632 

 

 

 -

 

 

 -

 

 

632 

  Government sponsored entities

 

 

71 

 

 

 -

 

 

71 

 

 

 -

Equity securities

 

 

55 

 

 

 -

 

 

55 

 

 

 -

  Total

 

$

83,630 

 

$

 -

 

$

82,998 

 

$

632 





23


 



 

 

 

 

 

 

 

 

 

 

 

 



 

Fair Value Measurements at December 31, 2016



 

December 31,

 

Quoted Prices in Active Markets for Identical Assets

 

Significant Other Observable Inputs

 

Significant Other Unobservable Inputs



 

2016

 

(Level 1)

 

(Level 2)

 

(Level 3)



 

 

(Dollars in thousands)

Measured at fair value on a recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 

Securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

Municipal bonds

 

$

50,698 

 

$

 -

 

$

50,698 

 

$

 -

Mortgage-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Collateralized mortgage obligations-private label

 

 

37 

 

 

 -

 

 

37 

 

 

 -

Collateralized mortgage obligations-government sponsored entities

 

 

28,830 

 

 

 -

 

 

28,830 

 

 

 -

Government National Mortgage Association

 

 

329 

 

 

 -

 

 

329 

 

 

 -

Federal National Mortgage Association

 

 

3,582 

 

 

 -

 

 

3,582 

 

 

 -

Federal Home Loan Mortgage Corporation

 

 

1,867 

 

 

 -

 

 

1,867 

 

 

 -

Asset-backed securities:

 

 

 

 

 

 

 

 

 

 

 

 

Private label

 

 

832 

 

 

 -

 

 

 -

 

 

832 

Government sponsored entities

 

 

76 

 

 

 -

 

 

76 

 

 

 -

Equity securities

 

 

84 

 

 

 -

 

 

84 

 

 

 -

Total

 

$

86,335 

 

$

 -

 

$

85,503 

 

$

832 



Any transfers between levels would be recognized as of the actual date of event or change in circumstances that caused the transfer.  There were no reclassifications between the Level 1 and Level 2 categories for the three months ended March 31, 2017 and for the year ended December 31, 2016.



Level 2 inputs for assets or liabilities measured at fair value on a recurring basis might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.



24


 

The following table presents a reconciliation of the securities available for sale measured at fair value on a recurring basis using significant unobservable inputs (Level 3), specifically, asset-backed securities - private label, for the three months ended March 31, 2017 and 2016:



 

 

 

 

 

 



 

2017

 

2016



 

 

(Dollars in thousands)

Beginning Balance

 

$

832 

 

$

1,501 

Total gains - realized/unrealized:

 

 

 

 

 

 

Included in earnings

 

 

 -

 

 

 -

Included in other comprehensive income(loss)

 

 

 

 

16 

Total losses - realized/unrealized:

 

 

 

 

 

 

Included in earnings

 

 

 -

 

 

 -

Included in other comprehensive income(loss)

 

 

(12)

 

 

(11)

Sales

 

 

 -

 

 

 -

Principal paydowns

 

 

(195)

 

 

(120)

Transfers to (out of) Level 3

 

 

 -

 

 

 -

Ending Balance

 

$

632 

 

$

1,386 



Both observable and unobservable inputs may be used to determine the fair value of assets and liabilities measured on a recurring basis that the Company has classified within the Level 3 category.  As a result, any unrealized gains and losses for assets within the Level 3 category may include changes in fair value attributable to both observable (e.g., changes in market interest rates) and unobservable (e.g., changes in unobservable long-dated volatilities) inputs. 



The following table presents additional quantitative information about the Level 3 inputs for the asset-backed securities - private label category.  The fair values for this category were developed using the discounted cash flow technique with the following unobservable input ranges as of March 31, 2017 and December 31, 2016 (dollars in thousands):





 

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

Unobservable Inputs

Security Category

 

Fair Value

 

Loan Type/Collateral

 

Credit Ratings

 

Constant Prepayment Speed (CPR)

 

Probability of  Default (Annual Default Rate)

 

Loss Severity

March 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-backed securities - private label

 

$

632 

 

Sub-prime First and Prime Second Lien - Residential Real Estate

 

B- thru D

 

5 - 12

 

3.0-5.0%

 

70.0% - 100.0%



 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

 

Asset-backed securities - private label

 

$

832 

 

Sub-prime First and Prime Second Lien - Residential Real Estate

 

B- thru D

 

5 - 10

 

5.0%

 

70.0% - 100.0%



Level 3 inputs are determined by the Company’s management using inputs from its third party financial advisor on a quarterly basis. The significant unobservable inputs used in the fair value measurement of the reporting entity’s asset-backed, private label securities are prepayment rates, probability of default and loss severity in the event of default. Significant increases or decreases in any of those inputs in isolation would result in a significantly lower or higher fair value measurement. Generally, a change in the assumption used for the probability of default is accompanied by a directionally similar change in the assumption used for the loss severity and a directionally opposite change in the assumption used for prepayment rates.



25


 

In addition to disclosure of the fair value of assets on a recurring basis, ASC Topic 820 requires disclosures for assets and liabilities measured at fair value on a non-recurring basis, such as impaired assets and foreclosed real estate. Loans are generally not recorded at fair value on a recurring basis. Periodically, the Company records non-recurring adjustments to the carrying value of loans based on fair value measurements for partial charge-offs of the uncollectible portions of these loans. Non-recurring adjustments also include certain impairment amounts for collateral-dependent loans calculated as required by ASC Topic 310, “Receivables – Loan Impairment,” when establishing the allowance for loan losses. An impaired loan is carried at fair value based on either a recent appraisal less estimated selling costs of underlying collateral or discounted cash flows based on current market conditions.



For assets measured at fair value on a non-recurring basis, the fair value measurements by level within the fair value hierarchy used at March 31, 2017 and December 31, 2016 were as follows:





 

 

 

 

 

 

 

 

 

 

 

 



 

Fair Value Measurements



 

 

 

Quoted Prices in Active Markets for Identical Assets

 

Significant Other Observable Inputs

 

Significant Other Unobservable Inputs



 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)



 

 

(Dollars in thousands)

Measured at fair value on a non-recurring basis:

 

 

 

 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

At March 31, 2017

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

759 

 

$

 -

 

$

 -

 

$

759 

Foreclosed real estate

 

 

264 

 

 

 -

 

 

 -

 

 

264 



 

 

 

 

 

 

 

 

 

 

 

 

At December 31, 2016

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans

 

$

760 

 

$

 -

 

$

 -

 

$

760 

Foreclosed real estate

 

 

241 

 

 

 -

 

 

 -

 

 

241 



The following table presents additional quantitative information about assets measured at fair value on a non-recurring basis and for which the Company has utilized Level 3 inputs to determine fair value:





 

 

 

 

 

 

 

 



Quantitative Information about Level 3 Fair Value Measurements

(Dollars in thousands)

Fair Value Estimate

 

Valuation Technique

 

Unobservable Input

 

Range

At March 31, 2017

 

 

 

 

 

 

 

 

Impaired loans

$

759 

 

Market valuation of underlying collateral (1) and discounted cash flows (2)

 

Direct Disposal Costs (3)

 

7.00-33.00%

Foreclosed real estate

 

264 

 

Market valuation of property (1)

 

Direct Disposal Costs (3)

 

7.00-10.00%

At December 31, 2016

 

 

 

 

 

 

 

 

Impaired loans

$

760 

 

Market valuation of underlying collateral (1) and discounted cash flows (2)

 

Direct Disposal Costs (3)

 

7.00-33.00%

Foreclosed real estate

 

241 

 

Market valuation of property (1)

 

Direct Disposal Costs (3)

 

7.00-10.00%



(1)

Fair value is generally determined through independent third-party appraisals of the underlying collateral, which generally includes various Level 3 inputs which are not observable.

(2)

Fair value is generally determined using a discounted future cash flow method for non-collateral dependent loans. This method takes into account interest rates currently being offered to customers for loans with similar terms and with estimated maturity.  The estimate of maturity is based on the borrower’s contractual cash flows and may be adjusted for prepayment estimates based on current economic and lending conditions.

(3)

The fair value basis of impaired loans and foreclosed real estate may be adjusted to reflect management estimates of disposal costs including, but not necessarily limited to, real estate brokerage commissions, legal fees, and delinquent property taxes.

26


 



At March 31, 2017, and December 31, 2016 impaired loans valued using Level 3 inputs had a carrying amount of $1.2 million and valuation allowances of $400,000.  



Once a loan is determined to be impaired, the fair value of the loan continues to be evaluated based upon the market value of the underlying collateral securing the loan or by using a discounted future cash flow method if the loan is not collateral dependent. At March 31, 2017, there were no impaired loans whose carrying amount was written down utilizing Level 3 inputs during the three month period ended March 31, 2017.  At December 31, 2016, impaired loans whose carrying amount was written down utilizing Level 3 inputs during the year ended December 31, 2016 comprised of two loans with a fair value of $1.0 million and resulted in an additional provision for loan loss of $400,000.



At March 31, 2017, foreclosed real estate valued using Level 3 inputs had a carrying amount of $368,000 and valuation allowances of $104,000. By comparison at December 31, 2016, foreclosed real estate valued using Level 3 inputs had a carrying amount of $341,000 and valuation allowances of $100,000.  



Once a loan is foreclosed, the fair value of the real estate owned continues to be evaluated based upon the market value of the repossessed real estate originally securing the loan.  At March 31, 2017, foreclosed real estate whose carrying value was written down utilizing Level 3 inputs during the three months ended March 31, 2017 comprised of one property with a fair value of $25,000 and  a $4,000 subsequent write-down, which was recorded in non-interest expense. At December 31, 2016, foreclosed real estate whose carrying value was written down utilizing Level 3 inputs during the year ended December 31, 2016 comprised of six properties with a fair value of $217,000 and resulted in an additional provision for loan losses of $73,000 and subsequent write-downs recorded in non-interest expense of $6,000.



The carrying amount and estimated fair value of the Company’s financial instruments, whether carried at cost or fair value, are as follows:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Fair Value Measurements at March 31, 2017



 

Carrying

 

Estimated

 

Quoted Prices in Active Markets for Identical Assets

 

Significant Other Observable Inputs

 

Significant Other Unobservable Inputs



 

Amount

 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)



 

(Dollars in thousands)

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

33,885 

 

$

33,885 

 

$

33,885 

 

$

 -

 

$

 -

Securities available for sale

 

 

83,630 

 

 

83,630 

 

 

 -

 

 

82,998 

 

 

632 

Federal Home Loan Bank stock

 

 

1,340 

 

 

1,340 

 

 

 -

 

 

1,340 

 

 

 -

Loans receivable, net

 

 

345,032 

 

 

339,969 

 

 

 -

 

 

 -

 

 

339,969 

Accrued interest receivable

 

 

1,800 

 

 

1,800 

 

 

 -

 

 

1,800 

 

 

 -

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

390,810 

 

 

393,961 

 

 

 -

 

 

393,961 

 

 

 -

Long-term debt

 

 

18,950 

 

 

19,000 

 

 

 -

 

 

19,000 

 

 

 -

Accrued interest payable

 

 

34 

 

 

34 

 

 

 -

 

 

34 

 

 

 -

Off-balance-sheet financial instruments

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -





27


 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

Fair Value Measurements at December 31, 2016



 

Carrying

 

Estimated

 

Quoted Prices in Active Markets for Identical Assets

 

Significant Other Observable Inputs

 

Significant Other Unobservable Inputs



 

Amount

 

Fair Value

 

(Level 1)

 

(Level 2)

 

(Level 3)



 

(Dollars in thousands)

Financial assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Cash and cash equivalents

 

$

45,479 

 

$

45,479 

 

$

45,479 

 

$

 -

 

$

 -

Securities available for sale

 

 

86,335 

 

 

86,335 

 

 

 -

 

 

85,503 

 

 

832 

Federal Home Loan Bank stock

 

 

1,340 

 

 

1,340 

 

 

 -

 

 

1,340 

 

 

 -

Loans receivable, net

 

 

326,365 

 

 

322,031 

 

 

 -

 

 

 -

 

 

322,031 

Accrued interest receivable

 

 

1,600 

 

 

1,600 

 

 

 -

 

 

1,600 

 

 

 -

Financial liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

385,893 

 

 

388,855 

 

 

 -

 

 

388,855 

 

 

 -

Long-term debt

 

 

18,950 

 

 

18,984 

 

 

 -

 

 

18,984 

 

 

 -

Accrued interest payable

 

 

32 

 

 

32 

 

 

 -

 

 

32 

 

 

 -

Off-balance-sheet financial instruments

 

 

 -

 

 

 -

 

 

 -

 

 

 -

 

 

 -



The following valuation techniques were used to measure the fair value of financial instruments in the above table:

Cash and cash equivalents (carried at cost)

The carrying amount of cash and cash equivalents approximates fair value.

Securities available for sale (carried at fair value)

The fair value of securities available for sale are determined by obtaining quoted market prices on nationally recognized securities exchanges (Level 1) or matrix pricing (Level 2), which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted prices. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, live trading levels, trade execution date, market consensus prepayment speeds, credit information and the security’s terms and conditions, among other things.  Level 2 securities which are fixed income instruments that are not quoted on an exchange, but are traded in active markets, are valued using prices obtained from our custodian, who use third party data service providers.  Securities available for sale measured within the Level 3 category consist of private label asset-backed securities. The fair value measurement for these Level 3 securities is explained more fully earlier in this footnote.

Federal Home Loan Bank stock (carried at cost)

The carrying amount of Federal Home Loan Bank stock approximates fair value.

Loans Receivable, net (carried at cost)

The fair value of fixed-rate and variable rate performing loans is estimated using a discounted cash flow method. The discount rates take into account interest rates currently being offered to customers for loans with similar terms and with estimated maturity and market factors including liquidity.  The estimate of maturity is based on the Company’s contractual cash flows adjusted for prepayment estimates based on current economic and lending conditions.  Due to the significant judgment involved in evaluating credit quality, loans are classified within Level 3 of the fair value hierarchy.

Accrued Interest Receivable and Payable (carried at cost)

The carrying amount of accrued interest receivable and payable approximates fair value.

Deposits (carried at cost)

The fair value of deposits with no stated maturity, such as savings, money market and checking is the amount payable on demand at the reporting date and are classified within Level 2 of the fair value

28


 

hierarchy.  The fair value of time deposits is based on the discounted value of contractual cash flows at current rates of interest for similar deposits using market rates currently offered for deposits of similar remaining maturities. Due to the minimal amount of unobservable inputs involved in evaluating assumptions used for discounted cash flows of time deposits, these deposits are classified within Level 2 of the fair value hierarchy.

Borrowings (carried at cost)

The fair value of long-term debt was calculated by discounting scheduled cash flows at current market rates of interest for similar borrowings through maturity of each instrument.  Due to the minimal amount of unobservable inputs involved in evaluating assumptions used for discounted cash flows of long-term debt, they are classified within Level 2 of the fair value hierarchy.

Off-Balance Sheet Financial Instruments (disclosed at cost)

Fair values of the Company’s off-balance sheet financial instruments (lending commitments) are based on interest rates and fees currently charged to enter into similar agreements, taking into account, the remaining terms of the commitments and the counterparties’ credit standing. Other than loan commitments, the Company does not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on its financial condition.

Note 9 – Treasury Stock

 

During the quarter ended March 31, 2017, the Company did not repurchase any shares of common stock. As of March 31, 2017, there were 84,501 shares remaining to be repurchased under the existing stock repurchase program. During the quarter ended March 31, 2017, the Company transferred 27,348 shares of common stock out of the treasury stock reserved for the 2012 Equity Incentive Plan, at an average cost of $9.88 per share to fund awards that had been granted under the 2012 Equity Incentive Plan. During the quarter ended March 31, 2017, there were 200 shares transferred back into treasury stock reserved for the 2012 Equity Incentive Plan at an average cost of $9.55 per share due to stock forfeitures. 



During the quarter ended March 31, 2016, the Company repurchased 10,000 shares of common stock at an average cost of $13.58 per share. These shares were repurchased pursuant to the Company’s publicly announced common stock repurchase programs. As of March 31, 2016 there were 107,701 shares remaining to be repurchased under the existing stock repurchase program. During the quarter ended March 31, 2016, the Company transferred 18,415 shares of common stock out of the treasury stock reserved for the 2012 Equity Incentive Plan, at an average cost of $9.70 per share to fund awards that had been granted under the 2012 Equity Incentive Plan. 







































29


 

Note 10 – Other Comprehensive (Loss) Income



In addition to presenting the Consolidated Statements of Other Comprehensive Income (Loss) herein, the following table shows the tax effects allocated to the Company’s single component of other comprehensive loss for the periods presented:





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three Months Ended

 

For the Three Months Ended



 

March 31, 2017

 

 

March 31, 2016



 

Pre-Tax Amount

 

Tax Benefit

 

Net of Tax Amount

 

Pre-Tax Amount

 

Tax (Expense) Benefit

 

Net of Tax Amount



 

(Unaudited)



 

(Dollars in thousands)

Net unrealized (losses) gains on securities available for sale:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net unrealized (losses) gains arising during the period

 

$

(60)

 

$

20 

 

$

(40)

 

$

1,478 

 

$

(503)

 

$

975 

Less: reclassification adjustment related to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Recovery on  previously impaired investment securities included in net income

 

 

(39)

 

 

13 

 

 

(26)

 

 

(35)

 

 

12 

 

 

(23)

Gain on sale of securities included in net income

 

 

(25)

 

 

 

 

(16)

 

 

(1,636)

 

 

556 

 

 

(1,080)

Total Other Comprehensive Loss

 

$

(124)

 

$

42 

 

$

(82)

 

$

(193)

 

$

65 

 

$

(128)

 

The following table presents the amounts reclassified out of the single component of the Company’s accumulated other comprehensive loss for the indicated periods:







 

 

 

 

 

 

 



Amounts Reclassified from

 

 

Details about Accumulated

Accumulated Other Comprehensive Loss 

 

 

Other Comprehensive (Loss) Income

for the three months ended March 31,

 

Affected Line Item on the Consolidated

Components

2017

 

2016

 

Statements of Income



(Dollars in thousands)

 

 

Net unrealized gains and losses on securities available for sale

 

 

 

 

 

 

 

Recovery on  previously impaired investment securities

$

(39)

 

$

(35)

 

Recovery on previously impaired investment securities

Sale of securities

 

(25)

 

 

(1,636)

 

Gain on sale of securities available for sale



 

(64)

 

 

(1,671)

 

 

Provision for income tax expense

 

22 

 

 

568 

 

Income Tax Expense

Total reclassification for the period

$

(42)

 

$

(1,103)

 

Net Income









Note 11 – Subsequent Events



On April 26, 2017, the Board of Directors declared a quarterly cash dividend of $0.08 per share on the Company’s common stock, payable on May 24, 2017 to shareholders of record as of May 11, 2017. Lake Shore, MHC (the “MHC”), which holds 3,636,875 shares, or approximately 59.5% of the Company’s total outstanding stock, elected to waive its right to receive this cash dividend of approximately $291,000. On March 7, 2017, the MHC received the non-objection of the Federal Reserve Bank of Philadelphia to waive its right to receive dividends paid by the Company during the twelve months ending February 8, 2018, aggregating up to $0.32 per share. The MHC waived $291,000 of dividends during the three months ended March 31, 2017. Cumulatively, Lake Shore, MHC has waived approximately $8.5 million of cash dividends as of March 31, 2017. The dividends waived by Lake Shore, MHC are considered a restriction on the retained earnings of the Company.



30


 

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



Forward-Looking Statements



This Quarterly Report on Form 10-Q contains certain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995.  Such statements may be identified by words such as “believe,” “will,” “expect,” “project,” “may,” “could,” “anticipate,” “estimate,” “intend,” “plan,” “targets” and similar expressions.  These statements are based upon our current beliefs and expectations and are subject to significant risks and uncertainties.  Actual results may differ materially from those set forth in the forward-looking statements as a result of numerous factors.



The following factors, including the factors set forth in Part II, Item 1A of this Quarterly Report on Form 10-Q and in Part I, Item 1A of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in our forward-looking statements:



Ÿ

general and local economic conditions;



Ÿ

changes in interest rates, deposit flows, demand for mortgages and other loans, real estate values and competition;



Ÿ

the ability of our customers to make loan payments;



Ÿ

our ability to continue to control costs and expenses;



Ÿ

changes in accounting principles, policies or guidelines;



Ÿ

our success in managing the risks involved in our business;



Ÿ

inflation, and market and monetary fluctuations;



Ÿ

the impact of more stringent capital requirements being imposed by banking regulators;



Ÿ

changes in legislation or regulation, including the implementation of the Dodd-Frank Act; and



Ÿ

other economic, competitive, governmental, regulatory and technological factors affecting our operations, pricing, products and services.



Any or all of our forward-looking statements in this Quarterly Report on Form 10-Q and in any other public statements we make may differ from actual outcomes.  They can be affected by inaccurate assumptions we might make or known or unknown risks and uncertainties.  Consequently, no forward-looking statements can be guaranteed.  We undertake no obligation to publicly update any forward looking statement, whether as a result of new information, future events or otherwise.



Overview

The following discussion and analysis is presented to assist in the understanding and evaluation of our consolidated financial condition and results of operations.  It is intended to complement the unaudited consolidated financial statements and notes thereto appearing elsewhere in this Form 10-Q and should be read in conjunction therewith.  The detailed discussion focuses on our consolidated financial condition as of March 31, 2017 compared to the consolidated financial condition as of December 31, 2016 and the consolidated results of operations for the three months ended March 31, 2017 and 2016.  

Our results of operations depend primarily on our net interest income, which is the difference between the interest income we earn on loans and investments and the interest expense we pay on deposits, borrowings and

31


 

other interest-bearing liabilities.  Net interest income is affected by the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates we earn or pay on these balances.  

Our operations are also affected by non-interest income, such as service charges and fees and gains and losses on the sales of securities and loans, our provision for loan losses and non-interest expenses which include salaries and employee benefits, occupancy and equipment costs, data processing, professional services, advertising and other general and administrative expenses. 

Financial institutions like us, in general, are significantly affected by economic conditions, competition, and the monetary and fiscal policies of the federal government.  Lending activities are influenced by the demand for and supply of housing, competition among lenders, interest rate conditions, and funds availability.  Our operations and lending are principally concentrated in the Western New York area, and our operations and earnings are influenced by local economic conditions.  Deposit balances and cost of funds are influenced by prevailing market rates on competing investments, customer preferences, and levels of personal income and savings in our primary market area. Operations are also significantly impacted by government policies and actions of regulatory authorities. Future changes in applicable law, regulations or government policies may materially impact the Company.  



To operate successfully, we must manage various types of risk, including but not limited to, interest rate risk, credit risk, liquidity risk, operational and information technology risks, strategic risk, reputation risk and compliance risk. While all of these risks are important, the risks of greatest significance to us are interest rate risk and credit risk.

Interest rate risk is the exposure of our net interest income to adverse movements in interest rates. Since net interest income (the difference between interest earned on loans and investments and interest paid on deposits and borrowings) is our primary source of revenue, interest rate risk is the most significant non-credit related risk to which our Company is exposed. Net interest income is affected by changes in interest rates as well as fluctuations in the level and duration of our assets and liabilities. In addition to directly impacting net interest income, changes in interest rates can also affect the amount of new loan originations, the ability of borrowers and debt issuers to repay loans and debt securities, the volume of loan repayments and refinancings, the flow and mix of deposits and the fair value of available for sale securities.

Credit risk is the risk to our earnings and stockholders’ equity that results from customers, to whom loans have been made, and from issuers of debt securities in which the Company has invested, failing to repay their obligations. The magnitude of risk depends on the capacity and willingness of borrowers and debt issuers to repay and the sufficiency of the value of collateral obtained to secure the loans made or investments purchased.



The Company uses the current statutory U.S corporate income tax rate of 34.0% to value its deferred tax assets and liabilities. On April 26, 2017, the Trump Administration announced a comprehensive tax reform proposal that includes a reduction in the U.S. corporate income tax rate to 15.0%. If corporate tax rates were reduced, management expects the Company would be required to record an initial charge against earnings to lower the carrying amount of its net deferred tax asset, and then, going forward, would record lower tax provisions on an ongoing basis. The proposal is at the beginning stages of negotiations and will need to be addressed by both houses of Congress. It is too early in the process to determine if any of the proposals are actionable. Accordingly, management cannot assess the effect a change in the corporate tax rate would have on Company’s operating results or financial position at the present time.



Management Strategy

There have been no material changes in the Company’s management strategy from what was disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.



Critical Accounting Policies

Disclosure of the Company’s significant accounting policies is included in the notes to the consolidated financial statements of the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

32


 

Some of these policies require significant judgment, estimates and assumptions to be made by management, most particularly in connection with determining the provision for loan losses and the appropriate level of the allowance for loan losses, as well as management’s evaluation of securities valuation, impairment of securities and income taxes. There have been no changes in critical accounting policies since December 31, 2016.  



Analysis of Net Interest Income

Net interest income represents the difference between the interest we earn on our interest-earning assets, such as commercial and residential mortgage loans and investment securities, and the expense we pay on interest-bearing liabilities, such as deposits and borrowings.  Net interest income depends on both the volume of our interest-earning assets and interest-bearing liabilities and the interest rates we earn or pay on them.



Average Balances, Interest and Average Yields. The following table sets forth certain information relating to our average balance sheets and reflects the average yield on interest-earning assets and average cost of interest-bearing liabilities, interest earned and interest paid for the periods indicated. Such yields and costs are derived by dividing interest income or expense by the average balance of interest-earning assets or interest-bearing liabilities, respectively, for the periods indicated. Average balances are derived from daily balances over the periods indicated. The average balances for loans are net of allowance for loan losses, but include non-accrual loans. Interest income on securities does not include a tax equivalent adjustment for bank qualified municipal bonds.





 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 



 

For the Three Months Ended

 

For the Three Months Ended



 

March 31, 2017

 

March 31, 2016



 

Average

 

Interest Income/

 

Yield/

 

Average

 

Interest Income/

 

Yield/



 

Balance

 

Expense

 

Rate

 

Balance

 

Expense

 

Rate



 

(Dollars in thousands)

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning deposits & federal funds sold

 

$

29,581 

 

$

38 

 

0.51% 

 

$

27,187 

 

$

16 

 

0.24% 

Securities(1)

 

 

86,516 

 

 

658 

 

3.04% 

 

 

111,950 

 

 

834 

 

2.98% 

Loans

 

 

335,166 

 

 

4,062 

 

4.85% 

 

 

301,383 

 

 

3,514 

 

4.66% 

Total interest-earning assets

 

 

451,263 

 

 

4,758 

 

4.22% 

 

 

440,520 

 

 

4,364 

 

3.96% 

Other assets

 

 

36,788 

 

 

 

 

 

 

 

34,472 

 

 

 

 

 

Total assets

 

$

488,051 

 

 

 

 

 

 

$

474,992 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Demand & NOW accounts

 

$

51,411 

 

$

16 

 

0.12% 

 

$

43,331 

 

$

 

0.07% 

Money market accounts

 

 

80,145 

 

 

52 

 

0.26% 

 

 

78,251 

 

 

34 

 

0.17% 

Savings accounts

 

 

53,140 

 

 

 

0.06% 

 

 

45,488 

 

 

 

0.05% 

Time deposits

 

 

147,763 

 

 

401 

 

1.09% 

 

 

157,706 

 

 

420 

 

1.07% 

Borrowed funds

 

 

18,950 

 

 

92 

 

1.94% 

 

 

20,231 

 

 

96 

 

1.90% 

Other interest-bearing liabilities

 

 

916 

 

 

21 

 

9.17% 

 

 

990 

 

 

23 

 

9.29% 

Total interest-bearing liabilities

 

 

352,325 

 

 

590 

 

0.67% 

 

 

345,997 

 

 

587 

 

0.68% 

Other non-interest bearing liabilities

 

 

58,933 

 

 

 

 

 

 

 

53,851 

 

 

 

 

 

Stockholders' equity

 

 

76,793 

 

 

 

 

 

 

 

75,144 

 

 

 

 

 

Total liabilities & stockholders' equity

 

$

488,051 

 

 

 

 

 

 

$

474,992 

 

 

 

 

 

Net interest income

 

 

 

 

$

4,168 

 

 

 

 

 

 

$

3,777 

 

 

Interest rate spread

 

 

 

 

 

 

 

3.55% 

 

 

 

 

 

 

 

3.28% 

Net interest margin

 

 

 

 

 

 

 

3.69% 

 

 

 

 

 

 

 

3.43% 



(1)

The tax equivalent adjustment for bank qualified municipals results in rates of 4.11% and 3.81% for the three months ended March 31, 2017 and 2016, respectively.







33


 





Rate Volume Analysis.  The following table analyzes the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities.  The table shows the amount of the change in interest income or expense caused by either changes in outstanding balances (volume) or changes in interest rates.  The effect of a change in volume is measured by applying the average rate during the first period to the volume change between the two periods.  The effect of changes in rate is measured by applying the change in rate between the two periods to the average volume during the first period.  Changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the absolute value of the change due to volume and the change due to rate.







 

 

 

 

 

 

 

 

 



 

Three Months Ended March 31, 2017



 

Compared to



 

Three Months Ended March 31, 2016



 

Rate

 

Volume

 

Net Change



 

 

(Dollars in thousands)

Interest-earning assets:

 

 

 

 

 

 

 

 

 

Interest-earning deposits & federal funds sold

 

$

20 

 

$

 

$

22 

Securities

 

 

17 

 

 

(193)

 

 

(176)

Loans, including fees

 

 

143 

 

 

405 

 

 

548 

Total interest-earning assets

 

 

180 

 

 

214 

 

 

394 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

Demand & NOW accounts

 

 

 

 

 

 

Money market accounts

 

 

17 

 

 

 

 

18 

Savings accounts

 

 

 

 

 

 

Time deposits

 

 

 

 

(27)

 

 

(19)

Total deposits

 

 

32 

 

 

(23)

 

 

Other interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

Borrowed funds & other

 

 

 

 

(8)

 

 

(6)

Total interest-bearing liabilities

 

 

34 

 

 

(31)

 

 

Total change in net interest income

 

$

146 

 

$

245 

 

$

391 

 

 

 

 

 

 

 

 

 

 

















During the three months ended March 31, 2017, the average yields on interest-earning assets increased 26 basis points to 4.22% primarily due to a 19 basis points increase in the average yield earned on loans. The 19 basis points increase in the average yield on the loan portfolio was primarily due to a $33.8 million, or 11.2%, increase in the average loan portfolio since March 31, 2016. The increase in the average balance of the loan portfolio was primarily due to an increase in the average balance of higher yielding commercial real estate and commercial business loans. The increased average yield was also due to the receipt of $202,000 of interest income on one non-performing commercial real estate loan which paid off during the first quarter of 2017. In the current extended low interest-rate environment, our cost of funds has remained stable due to a shift in our deposit mix from time deposits to low cost core deposits. The average balance of lower cost core deposits increased $17.6 million, or 10.6%, during the three months ended March 31, 2017 as compared to the prior year’s quarter. In addition the average balance of time deposits decreased by $9.9 million, or 6.3%, during the three months ended March 31, 2017 as compared to the prior year’s quarter. The net interest margin for the three months ended March 31, 2017 was 3.69% in comparison to a net interest margin of 3.43% for the three months ended March 31, 2016.  The interest rate spread for the three months ended March 31, 2017 was 3.55% in comparison to an interest rate spread of 3.28% for the three months ended March 31, 2016.The Bank’s Asset-Liability Committee continues to evaluate the options available to minimize the potential impact of a rising rate environment on its operations, as well as to prepare for the impact of a continued, prolonged, low-interest rate environment.  The Committee and Bank management have implemented strategies to shorten the term of interest-earning assets and increase investments in liquid assets to position the Bank to be able to take advantage of rising interest rates in the future.  Furthermore, strategies to increase core deposits and the

34


 

origination of adjustable-rate commercial loans are also in place to manage interest rate risk and the net interest margin.

 

Comparison of Financial Condition at March 31, 2017 and December 31, 2016



Total assets at March 31, 2017 were $493.9 million, an increase of $4.7 million, or 1.0%, from $489.2 million at December 31, 2016.  The increase in total assets was primarily due to an $18.7 million increase in loans receivable partially offset by an $11.6 million decrease in cash and cash equivalents and a $2.7 million decrease in securities available for sale.



Cash and cash equivalents decreased by $11.6 million, or 25.5%, from $45.5 million at December 31, 2016 to $33.9 million at March 31, 2017.  The decrease was primarily due to a $19.1 million net cash outflow for loan originations during 2017, partially offset by a net $2.6 million cash inflow from the receipt of principal paydowns, sales and maturities on the investment portfolio and a $4.9 million increase in deposits.



Securities available for sale decreased by $2.7 million, or 3.1%, to $83.6 million at March 31, 2017 compared to $86.3 million at December 31, 2016. The decrease was primarily due to the receipt of $2.3 million in principal paydowns and $736,000 in proceeds from the sale of investments, partially offset by $399,000 of new securities purchased during the three months ended March 31, 2017.



Net loans receivable increased during the three months ended March 31, 2017 as shown in the table below:





 

 

 

 

 

 

 

 

 

 

 

 



 

At March 31,

 

At December 31,

 

Change



 

2017

 

2016

 

$

 

%



 

(Dollars in thousands)

Real Estate Loans:

 

 

 

 

 

 

 

 

 

 

 

 

Residential, one- to four-family

 

$

147,864 

 

$

149,333 

 

$

(1,469)

 

(1.0)

%

Home equity

 

 

35,978 

 

 

35,534 

 

 

444 

 

1.2 

%

Commercial

 

 

117,702 

 

 

107,243 

 

 

10,459 

 

9.8 

%

Construction

 

 

18,014 

 

 

12,361 

 

 

5,653 

 

45.7 

%

Total real estate loans

 

 

319,558 

 

 

304,471 

 

 

15,087 

 

5.0 

%

Other Loans:

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

 

24,408 

 

 

20,447 

 

 

3,961 

 

19.4 

%

Consumer

 

 

1,267 

 

 

1,313 

 

 

(46)

 

(3.5)

%

Total gross loans

 

 

345,233 

 

 

326,231 

 

 

19,002 

 

5.8 

%

Allowance for loan losses

 

 

(3,198)

 

 

(2,882)

 

 

(316)

 

11.0 

%

Net deferred loan costs

 

 

2,997 

 

 

3,016 

 

 

(19)

 

(0.6)

%

Loans receivable, net

 

$

345,032 

 

$

326,365 

 

$

18,667 

 

5.7 

%



The increase in net loans receivable was primarily due to an increase in commercial real estate loans, construction loans, commercial business loans, and home equity loans, partially offset by a decrease in residential, one- to four-family real estate loans. As fixed rate one- to four-family residential real estate loans present additional interest rate risk to our loan portfolio as a result of the longer duration of these types of assets, we remain strategically focused in 2017 on originating shorter duration commercial real estate and commercial business loans to diversify our asset mix, to reduce interest rate risk, to take advantage of the opportunities available to serve small businesses in our market area, and to increase our net interest margin.













35


 



 

Loans Past Due and Non-performing Assets.  The following table presents information regarding our non-accrual loans, accruing loans delinquent 90 days or more, non-performing loans, foreclosed real estate, and non-performing and performing loans classified as troubled debt restructurings, as of the dates indicated.

























 

 

 

 

 

 

 



 

At March 31,

 

At December 31,

 



 

2017

 

2016

 



 

(Dollars in thousands)

 

Loans past due 90 days or more but still accruing:

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

Residential, one- to four-family

 

$

 -

 

$

136 

 

Home equity

 

 

 -

 

 

24 

 

Commercial

 

 

 -

 

 

 -

 

Construction

 

 

 -

 

 

 -

 

Other loans:

 

 

 

 

 

 

 

Commercial

 

 

 -

 

 

 

Consumer

 

 

 -

 

 

 -

 

Total

 

$

 -

 

$

162 

 

Loans accounted for on a non-accrual basis:

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

Residential, one- to four-family

 

$

2,205 

 

$

2,165 

 

Home equity

 

 

335 

 

 

329 

 

Commercial

 

 

1,725 

 

 

2,977 

 

Construction

 

 

 -

 

 

 -

 

Other loans:

 

 

 

 

 

 

 

Commercial

 

 

159 

 

 

205 

 

Consumer

 

 

21 

 

 

28 

 

Total non-accrual loans

 

 

4,445 

 

 

5,704 

 

Total non-performing loans

 

 

4,445 

 

 

5,866 

 

Foreclosed real estate

 

 

408 

 

 

412 

 

Total non-performing assets

 

$

4,853 

 

$

6,278 

 

Ratios:

 

 

 

 

 

 

 

Non-performing loans as a percent of total loans:

 

 

1.29 

%

 

1.80 

%

Non-performing assets as a percent of total assets:

 

 

0.98 

%

 

1.28 

%

Troubled debt restructuring:

 

 

 

 

 

 

 

Loans accounted for on a non-accrual basis

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

Home equity

 

$

19 

 

$

19 

 

Other loans:

 

 

 

 

 

 

 

Commercial

 

$

105 

 

$

109 

 

Performing loans

 

 

 

 

 

 

 

Real estate loans:

 

 

 

 

 

 

 

Residential, one- to four-family

 

$

189 

 

$

190 

 

Home equity

 

 

 

 

 





Total non-performing loans decreased by $1.4 million, or 24.2%, to $4.4 million at March 31, 2017 from $5.9 million at December 31, 2016, primarily due to a $1.3 million decrease in non-performing commercial real estate loans. The decrease in non-performing commercial real estate loans was primarily due to the payoff of

36


 

one commercial real estate loan, with a loan balance of $1.2 million as of December 31, 2016. Management is actively pursuing all actions necessary to collect the outstanding balance on all non-performing loans, which  may include foreclosure on the related properties.







The following table sets forth activity in our allowance for loan losses and other ratios at or for the dates indicated.



 

 

 

 

 

 



 

At or for the Three Months Ended March 31,



 

2017

 

2016



 

(Dollars in thousands)

Balance at beginning of period

 

$

2,882 

 

$

1,985 

Provision for loan losses

 

  

350 

 

  

130 

Charge-offs:

 

  

 

 

  

 

Real estate loans:

 

  

 

 

  

 

Residential, one- to four-family

 

  

 -

 

  

(49)

Home equity

 

  

 -

 

  

(3)

Commercial

 

  

 -

 

  

 -

Construction

 

  

 -

 

  

 -

Other loans:

 

  

 

 

  

 

Commercial

 

  

(16)

 

  

(4)

Consumer

 

  

(24)

 

  

(11)

Total charge-offs

 

  

(40)

 

  

(67)

Recoveries:

 

  

 

 

  

 

Real estate loans:

 

  

 

 

  

 

Residential, one- to four-family

 

  

 

  

Home equity

 

  

 -

 

  

 -

Commercial

 

  

 -

 

  

 -

Construction

 

  

 -

 

  

 -

Other loans:

 

  

 

 

  

 

Commercial

 

  

 

  

 -

Consumer

 

  

 

  

Total recoveries

 

  

 

  

Net charge-offs

 

  

(34)

 

  

(63)

Balance at end of period

 

$

3,198 

 

$

2,052 

Average loans outstanding

 

$

335,166 

 

$

301,383 

Allowance for loan losses as a percent of total net loans

 

 

0.93% 

 

 

0.68% 

Allowance for loan losses as a percent of non-performing loans

 

 

71.95% 

 

 

42.10% 

Ratio of net charge-offs to average loans outstanding(1)

 

  

0.04% 

 

  

0.08% 



(1) Annualized

37


 

The table below shows changes in deposit balances by type of deposit account between March 31, 2017 and December 31, 2016:





 

 

 

 

 

 

 

 

 

 

 

 



 

At March 31,

 

At December 31,

 

Change



 

2017

 

2016

 

$

 

%



 

(Dollars in thousands)

Demand deposits and NOW accounts:

 

 

 

 

 

 

 

 

 

 

 

 

Non-interest bearing

 

$

52,690 

 

$

55,889 

 

$

(3,199)

 

(5.7)

%

Interest bearing

 

 

52,774 

 

 

52,058 

 

 

716 

 

1.4 

%

Money market

 

 

81,236 

 

 

78,401 

 

 

2,835 

 

3.6 

%

Savings

 

 

54,454 

 

 

52,404 

 

 

2,050 

 

3.9 

%

Time deposits

 

 

149,656 

 

 

147,141 

 

 

2,515 

 

1.7 

%

Total deposits

 

$

390,810 

 

$

385,893 

 

$

4,917 

 

1.3 

%



The increase in total deposits was due to net growth in core deposits and an increase in time deposits. The net growth in core deposits was the result of the Company’s continued strategic focus on growing low-cost core deposits among its retail and commercial customers in an effort to manage interest expense. Time deposits increased primarily due to the development of new customer deposit relationships during the first quarter of 2017.



Total stockholders’ equity increased by $571,000, or 0.8%, from $76.0 million at December 31, 2016 to $76.6 million at March 31, 2017.  The increase in stockholders’ equity was primarily due to net income of $716,000 partially offset by $186,000 in cash dividends paid. 



Comparison of Results of Operations for the Three Months Ended March 31, 2017 and 2016

General.    Net income was $716,000 for the three months ended March 31, 2017, or $0.12 per diluted share, a decrease of $1.2 million, or 63.4%, compared to net income of $2.0 million, or $0.33 per diluted share, for the three months ended March 31, 2016. The decrease in net income for the three months ended March 31, 2017 was primarily due to a $1.6 million net decrease in pre-tax gains on the sale of securities, a $220,000 increase in provision for loan losses and a $175,000 increase in non-interest expense which was partially offset by a $391,000 increase in net interest income and a $346,000 decrease in income tax expense when compared to the three months ended March 31, 2016.

Interest Income.    Interest income increased by $394,000, or 9.0%, to $4.8 million for the three months ended March 31, 2017 compared to the three months ended March 31, 2016 primarily due to an increase in loan interest income. Loan interest income increased by $548,000, or 15.6%, to $4.1 million for the three months ended March 31, 2017 compared to the three months ended March 31, 2016, primarily due to an increase in the average balance of the loan portfolio by $33.8 million, or 11.2%, from $301.4 million for the three months ended March 31, 2016 to $335.2 million for the three months end March 31, 2017. The increase in the average balance of loans was primarily due to an increase in the average balance of commercial real estate and commercial business loans. The increase in interest income on loans was also due to the receipt of $202,000 of interest income on one non-performing commercial real estate loan which paid off during the three months ended March 31, 2017.  This caused the average yield on the loan portfolio to increase from 4.66% for the three months ended March 31, 2016 to 4.85% for the three months ended March 31, 2017. The average yield on the loan portfolio would have been 4.61% for the three months ended March 31, 2017 when excluding the impact of the $202,000 of interest income received on the non-performing loan payoff.

Investment interest income decreased $176,000, or 21.1%, to $658,000 for the three months ended March 31, 2017 compared to the three months ended March 31, 2016, primarily due to a decrease in the average balance of the investment portfolio from $112.0 million for the three months ended March 31, 2016 to $86.5 million for the three months ended March 31, 2017. The decrease in the average balance of the investment portfolio was primarily due to the Company’s strategy to sell $14.1 million of treasury bonds during the first quarter of 2016 and to reinvest the sales proceeds, as well as paydowns received on the securities portfolio, into loan

38


 

originations, primarily commercial loans. The purpose of this strategy is to shorten the duration of interest earning assets in order to be in a better position to take advantage of future increases in market interest rates as well as to manage interest rate risk. The average yield on the investment portfolio increased six basis points from 2.98% for the three months ended March 31, 2016 to 3.04% for the three months ended March 31, 2017.

Other interest income increased by $22,000, or 137.5%, to $38,000 for the three months ended March 31, 2017 compared to the three months ended March 31, 2016, primarily due to a 27 basis points increase in the average yield on the interest-earning deposits and federal funds sold portfolio.  The average yield increased from 0.24% for the three months ended March 31, 2016 to 0.51% for the three months ended March 31, 2017. This increase in average yield was primarily due to a 25 basis points increase in the fed funds rate during both the fourth quarter of 2016 and the first quarter of 2017. The average balance of the interest-earning deposits and federal funds sold portfolio increased by $2.4 million, or 8.8%, from $27.2 million for the three months ended March 31, 2016 to $29.6 million for the three months ended March 31, 2017. The increase was primarily due to the receipt of proceeds from paydowns and sales from the securities portfolio that were reinvested into shorter term cash and cash equivalents in order to be in a better position to take advantage of future increases in market interest rates and to fund loan originations.

Interest Expense.    Interest expense remained stable at $590,000 for the three months ended March 31, 2017 as compared to $587,000 for the three months ended March 31, 2016. Interest paid on deposits increased by $9,000, or 1.9%, to $477,000 for the three months ended March 31, 2017 when compared to the three months ended March 31, 2016, primarily due to a $7.7 million increase in the average balance of deposits for the three month period ended March 31, 2017 when compared to the same period in the prior year The growth in the average balance of deposits was primarily due to an increase in low-cost core deposits. Interest expense related to advances from the Federal Home Loan Bank of New York (“FHLBNY”) decreased $4,000, or 4.2%, to $92,000 for the three months ended March 31, 2017 when compared to the three months ended March 31, 2016 as a result of a $1.2 million decrease in the average balance of FHLBNY advances. The average balance of advances was $19.0 million with an average rate of 1.94% for the three months ended March 31, 2017 as compared to an average balance of $20.2 million and an average rate of 1.90% for the same period in the prior year. 

Provision for Loan Losses.    A provision of $350,000 to the allowance for loan losses was recorded during the three months ended March 31, 2017, which was a $220,000 increase in comparison to the provision recorded during the same period in the prior year primarily related to reserves set aside on commercial loans.  

During the three months ended March 31, 2017, the Company recorded a $165,000 provision for commercial real estate loans. $186,000 of this provision was attributed to the downgrade of two performing commercial loan relationships which totaled $1.3 million with a loan to value ratio of 49.7% and 64.0%, respectively, from a special mention to substandard reserve pool. In addition, a $155,000 provision was recorded to appropriately reflect risk associated with commercial portfolio growth. The commercial real estate loan portfolio increased by $10.5 million, or 9.8%, since December 31, 2016. The provision was partially offset by a $176,000 credit related to changes in qualitative factors on commercial real estate loans to reflect changes in related environmental factors used to qualitatively assess inherent loan losses.

The Company recorded a $103,000 general allowance during the three months ended March 31, 2017 on performing construction and commercial business loans, primarily due to a $9.2 million, or 28.6%, increase in the construction and commercial business loan portfolios since December 31, 2016, to reflect inherent losses within the portfolios. In addition, a $23,000 provision was recorded to reflect the downgrade in loan classification for one commercial relationship for $265,000, which is collateralized by manufacturing equipment and other business assets, during the first quarter of 2017.

A $42,000 provision was recorded by the Company during the three months ended March 31, 2017 for one-to four-family, home equity and consumer loans to reflect an increase in the historical average net charge-offs for these loans types over the last five years and due to net charge-offs during the three months ended March 31, 2017.

39


 

The Company recorded an unallocated credit to the provision for loan losses of $40,000, to reflect the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general losses in the portfolio.

During the three months ended March 31, 2016, the Company recorded an $183,000 provision for one- to four-family, home equity and consumer loans primarily due to a review of the historical losses relating to these types of loans. The Company set aside $76,000 of provision to reflect an increase in historical average net charge-offs for these loans types over the last five years. A provision of $107,000 was set aside for one- to four-family, home equity, and consumer loans due to changes in the related environmental factors used to qualitatively assess inherent losses in the loan portfolio and due to an increase in net charge-offs during the three months ended March 31, 2016. The Company recorded a $72,000 provision on construction and commercial loans primarily due to an increase in loan balances during the three months ended March 31, 2016, to reflect the inherent losses expected on these loan types.  The Company recorded a $180,000 credit provision on commercial real estate loans primarily due to a decrease in historical average net charge-offs over the last five years. The credit provision for commercial real estate loans was partially offset by a $71,000 provision for loan losses to reflect inherent losses included in new commercial real estate loans originated during the three months ended March 31, 2016. The Company recorded an unallocated credit to the provision for loan losses of $16,000, to reflect the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating allocated and general losses in the portfolio.

Refer to Note 4 of the Notes to the Consolidated Financial Statements for details on the provision for loan losses.

Non-interest Income.  Non-interest income decreased $1.6 million, or 71.5%, to $630,000 for the three months ended March 31, 2017 compared to the three months ended March 31, 2016.  The decrease was primarily due to a $1.6 million pre-tax realized gain on the sale of securities during the three months ended March 31, 2016 compared to a $25,000 pre-tax realized gain on the sale of securities during the three months ended March 31, 2017. The decrease was partially offset by an increase in earnings on bank owned life insurance and service charges and fees. Earnings on bank owned life insurance increased by $20,000, or 29.9%, during the three months ended March 31, 2017 due to the purchase of an additional $2.5 million in insurance during the fourth quarter of 2016.  Service charges and fees increased by $13,000, or 3.0%, during the three months ended March 31, 2017 when compared to same period in 2016, due to increased growth in core deposits and new product offerings.  



Non-interest Expenses.  Non-interest expenses increased $175,000, or 5.1%, from $3.4 million for the three months ended March 31, 2016 to $3.6 million for the three months ended March 31, 2017.  Salaries and employee benefits increased $100,000, or 5.6%, primarily due to annual salary increases and grants of stock awards, partially offset by lower health insurance costs.  Advertising expense increased by $54,000, or 47.8%, which was primarily due to development of a new marketing campaign associated with current deposit and loan promotions.  Data processing expenses increased $42,000, or 15.9%, due to implementation of new technology and growth in deposit and loan accounts.  Decreases in professional service fees and FDIC insurance expenses during the three months ended March 31, 2017 were partially offset by increases in occupancy expenses and other expenses when compared to the three months ended March 31, 2016. 

Income Taxes Expense.  Income tax expense decreased by $346,000, or 69.1%, from $501,000 for the three months ended March 31, 2016 to $155,000 for the three months ended March 31, 2017. The decrease in income tax expense was primarily due to a decrease in pre-tax income during the three months ended March 31, 2017. The effective tax rate was 17.8% for the three months ended March 31, 2017 as compared to an effective rate of 20.4% for the three months ended March 31, 2016.  The decrease in the 2017 effective tax rate was primarily due to the projected mix of tax-exempt income derived from our municipal bond portfolio and bank-owned life insurance in relation to our projection of pre-tax income for the current year.





40


 

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise during the ordinary course of business. Liquidity is primarily needed to fund loan commitments, to pay the deposit withdrawal requirements of our customers as well as to fund current and planned expenditures.  Our primary sources of funds consist of deposits, fed funds balances, scheduled amortization and prepayments of loans and securities, maturities and sales of investments and loans, interest earning deposits at other financial institutions and funds provided from operations.  We have written agreements with the FHLBNY, which allows us to borrow the maximum lending values designated by the type of collateral pledged. As of March 31, 2017, our maximum lending value was $107.0 million and was collateralized by a pledge of certain fixed-rate residential, one- to four-family loans.  At March 31, 2017, we had outstanding advances under this agreement of $19.0 million. We have a written agreement with the Federal Reserve Bank discount window for overnight borrowings which is collateralized by a pledge of our securities, and allows us to borrow up to the value of the securities pledged, which was equal to a book value of $11.1 million and a fair value of $11.5 million as of March 31, 2017. There were no balances outstanding with the Federal Reserve Bank at March 31, 2017. We have also established lines of credits with correspondent banks for $22.0 million, of which $20.0 million is unsecured and the remaining $2.0 million will be secured by a pledge of our securities when a draw is made. There were no borrowings on these lines as of March 31, 2017.

Historically, loan repayments and maturing investment securities were a relatively predictable source of funds.  However, in light of the current economic environment, there are now more risks related to loan repayments and the valuation and maturity of investment securities. In addition, deposit flows, calls of investment securities, and prepayments of loans and mortgage-backed securities are strongly influenced by interest rates, general and local economic conditions, and competition in the marketplace.  These factors and the current economic environment reduce the predictability of the timing of these sources of funds. To the extent possible, the Bank manages the cash flows of its loan and deposit portfolios by the rates it offers customers.

Our primary investing activities include the origination of loans and the purchase of investment securities.  For the three months ended March 31, 2017, we originated loans of approximately $38.4 million in comparison to approximately $18.6 million of loans originated during the three months ended March 31, 2016. Loan originations exceeded principal repayments and other deductions in the first three months of 2017 by $19.1 million. The loan originations were funded through principal payments received on loans and securities, proceeds from the sale of securities, customer deposits, borrowings and cash reserves. Purchases of investment securities totaled $399,000 in the three months ended March 31, 2017. We did not purchase any investment securities during the three months ended March 31, 2016.

At March 31, 2017, we had loan commitments to borrowers of approximately $14.0 million and overdraft lines of protection, unused home equity lines of credit and unused commercial lines of credit of approximately $33.2 million. Total deposits were $390.8 million at March 31, 2017, as compared to $385.9 million at December 31, 2016. The increase in total deposits was primarily due to net growth in low-cost core deposits and time deposits during the first three months of 2017. The Company’s strategic focus is on growing low-cost core deposits among its retail and commercial customers in an effort to manage interest expenses. Time deposit accounts scheduled to mature within one year were $64.5 million at March 31, 2017.  Based on our deposit retention experience, current pricing strategy, and competitive pricing policies, we anticipate that a significant portion of these time deposits will remain with us following their maturity.

We are committed to maintaining a strong liquidity position; therefore, we monitor our liquidity position on a daily basis.  We anticipate that we will have sufficient funds to meet our current funding commitments. The marginal cost of new funding, however, whether from deposits or borrowings from the Federal Home Loan Bank, will be carefully considered as we monitor our liquidity needs.  Therefore, in order to minimize our cost of funds, we may consider additional borrowings from the Federal Home Loan Bank in the future.

We do not anticipate any material capital expenditures in 2017, other than the $1.3 million capital project noted in the “Capital Expenditures” section below. We do not have any balloon or other payments due on any long-term obligations or any off-balance sheet items other than loan commitments as described in Note 6 in the Notes to our Consolidated Financial Statements and the borrowing agreements noted above.

41


 

Capital Expenditures

Significant planned expenditures for 2017 include the purchase of the Orchard Park branch office, which is currently under a capital lease agreement that expires in 2017. The Company also plans to build an addition to the Orchard Park branch for its Commercial Lending division, which will include office space for commercial loan officers and administrative staff. The Company believes it has a sufficient capital base to support this capital project, which is expected to cost approximately $1.3 million.



Capital

 

As of January 1, 2015, new regulations that substantially amended the bank capital requirements became applicable to us.  These regulations implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act, as discussed in the “Supervision and Regulation – Federal Banking Regulation – Capital Requirements” section included in our Annual Report on Form 10-K for the year ended December 31, 2016.

As of March 31, 2017, as shown in the table below, the Bank’s Tier 1 and risk-based capital levels exceeded levels necessary to be considered “Well Capitalized” under Prompt Corrective Action provisions, as determined by the Office of the Comptroller of the Currency (the “OCC”), our primary regulator.

The Bank’s actual capital amounts and ratios and those required by the regulatory standards in effect as of the dates presented are as follows:



 

 

 

 

 

 

 

 

 

 

 

At March 31, 2017

 

Actual Ratio

 

Minimum For Capital Adequacy Purposes

 

To Be Well Capitalized Under Prompt Corrective Action Provisions

Common Equity Tier 1 ("CET1") capital (to risk-weighted assets)

 

21.55 

%

 

>=

4.50 

%

 

>=

6.50 

%

Tier 1 capital (to risk-weighted assets)

 

21.55 

%

 

>=

6.00 

%

 

>=

8.00 

%

Total capital (to risk-weighted assets)

 

22.52 

%

 

>=

8.00 

%

 

>=

10.00 

%

Tier 1 Leverage (to adjusted total assets)

 

14.62 

%

 

>=

4.00 

%

 

>=

5.00 

%

At December 31, 2016

 

Actual Ratio

 

Minimum For Capital Adequacy Purposes

 

To Be Well Capitalized Under Prompt Corrective Action Provisions

CET 1 capital (to risk-weighted assets)

 

22.23 

%

 

>=

4.50 

%

 

>=

6.50 

%

Tier 1 capital (to risk-weighted assets)

 

22.23 

%

 

>=

6.00 

%

 

>=

8.00 

%

Total capital (to risk-weighted assets)

 

23.15 

%

 

>=

8.00 

%

 

>=

10.00 

%

Tier 1 Leverage (to adjusted total assets)

 

14.73 

%

 

>=

4.00 

%

 

>=

5.00 

%



In order to avoid limitations on distributions, including dividend payments, and certain discretionary bonus payments to executive officers, an institution must hold a capital conservation buffer above its minimum risk-based capital requirements. As of March 31, 2017, the Bank's capital conservation buffer was 14.52% exceeding the minimum of 1.25% for 2017.



Off-Balance Sheet Arrangements

Other than loan commitments, we do not have any off-balance sheet arrangements that have or are reasonably likely to have a current or future effect on our financial condition, revenues or expenses, results of operations, liquidity, capital expenditures, or capital resources that is material to investors.  Refer to Note 6 in the Notes to our Consolidated Financial Statements for a summary of loan commitments outstanding as of March 31, 2017.



Item 3.  Quantitative and Qualitative Disclosures About Market Risk



Not applicable as the Company is a smaller reporting company.



42


 

Item 4.  Controls and Procedures. 

Disclosure Controls and Procedures



The Company’s management, with the participation of its Chief Executive Officer and Chief Financial Officer, evaluated the effectiveness of the Company’s disclosure controls and procedures (as defined in Rules 13(a)-15(e) and 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report.  Based upon such evaluation, the Company’s Chief Executive Officer and Chief Financial Officer have concluded that, as of the end of such period, the Company’s disclosure controls and procedures were effective.



Changes in Internal Control over Financial Reporting



There have not been any changes in the Company’s internal control over financial reporting (as such term is defined in Rules 13a-15(f) and 15d-15(f) under the Securities Exchange Act of 1934) during the quarter ended March 31, 2017 that have materially affected, or are reasonably likely to materially affect, internal control over financial reporting.



PART II



Item 1A.  Risk Factors.



There have been no material changes in the Company’s risk factors from those disclosed in its Annual Report on Form 10-K.



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

The following table reports information regarding repurchases by Lake Shore Bancorp of its common stock in each month of the quarter ended March 31, 2017:



COMPANY PURCHASES OF EQUITY SECURITIES





 

 

 

 

 

 

 

 

 



 

 

 

 

 

 

 

 

 

Period

 

Total Number of Shares Purchased

 

 

Average Price Paid per Share

 

Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs

 

Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs (1)



 

 

 

 

 

 

 

 

 

January 1 through January 31, 2017

 

 -

 

$

 -

 

 -

 

84,501 

February 1 through February 28, 2017

 

 -

 

 

 -

 

 -

 

84,501 

March 1 through March 31, 2017

 

 -

 

 

 -

 

 -

 

84,501 

Total

 

 -

 

$

 -

 

 -

 

84,501 

______________

(1)

On December 11, 2015, our Board of Directors approved a new stock repurchase plan pursuant to which we can repurchase up to 117,701 shares of our outstanding common stock. This amount represents approximately 5% of our outstanding common stock not owned by the MHC as of December 11, 2015. The repurchase plan does not have an expiration date and superseded all of the prior stock repurchase programs.



43


 

Item 6.  Exhibits





 

 

 

 

 



 

 

 

 

 



 

 

31.1

 

Certification by the Chief Executive Officer Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002*



 

 

31.2

 

Certification by the Chief Financial Officer Pursuant to Section 302 of the Sarbanes- Oxley Act of 2002*



 

 

32.1

 

Certification by the Chief Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*



 

 

32.2

 

Certification by the Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*



 

 

101.INS

 

XBRL Instance Document*



 

 

101.SCH

 

XBRL Taxonomy Extension Schema Document*



 

 

101.CAL

 

XBRL Taxonomy Calculation Linkbase Document*



 

 

101.DEF

 

XBRL Taxonomy Extension Definition Linkbase Document*



 

 

101.LAB

 

XBRL Taxonomy Label Linkbase Document*



 

 

101.PRE

 

XBRL Taxonomy Presentation Linkbase Document*

________________

*Filed herewith.



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.





 

 



 

LAKE SHORE BANCORP, INC.



 

(Registrant)



 

 

May 12,  2017

By:

/s/ Daniel P. Reininga



 

Daniel P. Reininga



 

President and Chief Executive Officer



 

(Principal Executive Officer)



 

 

May 12,  2017

By:

/s/ Rachel A. Foley



 

Rachel A. Foley



 

Chief Financial Officer



 

(Principal Financial and Accounting Officer)



44