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EX-32.1 - EX-32.1 - Equitable Financial Corp.eqfn-20151231ex32128344e.htm

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 December 31, 2015

 

 

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

 

 

 

For the transition period from ____________________ to ____________________

 

Commission File No. 333-202707

 

Equitable Financial Corp.

(Exact name of registrant as specified in its charter)

 

Maryland

    

32-0467709

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification Number)

 

 

 

113 North Locust Street

 

 

Grand Island, NE

 

68801

(Address of principal executive offices)

 

(Zip Code)

 

(308) 382-3136

(Registrant’s telephone number, including area code)

 

N/A

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

 

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

 

Indicate by check mark whether the registrant has submitted electronically 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  No

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting 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

 

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

 

Shares of the Registrant’s common stock, par value $0.01 per share, issued and outstanding as of February 10, 2016 were:  3,477,328.

 

 

 


 

EQUITABLE FINANCIAL CORP.

FORM 10-Q

 

INDEX

 

 

 

Page

Part I.  Financial Information 

 

 

 

Item 1. 

Financial Statements

 

 

 

 

Consolidated Balance Sheets

 

Consolidated Statements of Income

 

Consolidated Statements of Comprehensive Income

 

Consolidated Statements of Changes in Stockholders’ Equity

 

Consolidated Statements of Cash Flows

 

Notes to Consolidated Financial Statements

 

 

 

Item 2. 

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

29 

 

 

 

Item 3. 

Quantitative and Qualitative Disclosures about Market Risk

39 

 

 

 

Item 4. 

Controls and Procedures

39 

 

 

 

Part II.  Other Information 

 

 

 

Item 1. 

Legal Proceedings

40 

 

 

 

Item 1A. 

Risk Factors

40 

 

 

 

Item 2. 

Unregistered Sales of Equity Securities and Use of Proceeds

40 

 

 

 

Item 3. 

Defaults upon Senior Securities

40 

 

 

 

Item 4. 

Mine Safety Disclosures

40 

 

 

 

Item 5. 

Other Information

40 

 

 

 

Item 6. 

Exhibits

40 

 

 

 

Signatures 

41 

 

 

2


 

PART I – FINANCIAL INFORMATION

 

Item 1.  Financial Statements

 

Equitable Financial Corp. and Subsidiary

Consolidated Balance Sheets

 

 

 

 

 

 

 

 

 

 

 

(Unaudited)

 

 

 

 

    

December 31, 2015

    

June 30, 2015

 

Assets

 

 

 

 

 

 

 

Cash and due from financial institutions

 

$

3,448,241

 

$

3,037,653

 

Interest-earning deposits

 

 

17,324,196

 

 

18,475,000

 

 

 

 

20,772,437

 

 

21,512,653

 

Time deposits with financial institutions

 

 

 —

 

 

500,000

 

Securities available-for-sale

 

 

787,648

 

 

420,248

 

Securities held-to-maturity

 

 

804,909

 

 

3,276,752

 

Federal Home Loan Bank stock, at cost

 

 

228,400

 

 

226,800

 

Loans, net of allowance for loan losses of $2,817,000 and $2,583,000, respectively

 

 

189,733,008

 

 

178,423,486

 

Premises and equipment, net

 

 

5,412,566

 

 

5,551,790

 

Foreclosed assets, net

 

 

336,979

 

 

349,708

 

Accrued interest receivable

 

 

1,074,691

 

 

1,044,271

 

Deferred taxes, net

 

 

1,639,192

 

 

1,765,189

 

Other assets

 

 

2,183,592

 

 

1,958,816

 

 

 

 

 

 

 

 

 

Total assets

 

$

222,973,422

 

$

215,029,713

 

 

 

 

 

 

 

 

 

Liabilities and Stockholders’ Equity

 

 

 

 

 

 

 

Liabilities:

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

$

26,213,854

 

$

21,779,092

 

Interest-bearing deposits

 

 

160,021,215

 

 

152,989,829

 

 

 

 

186,235,069

 

 

174,768,921

 

Advance payments from borrowers for taxes and insurance

 

 

411,049

 

 

404,467

 

Accrued interest payable and other liabilities

 

 

447,252

 

 

18,408,315

 

Total liabilities

 

 

187,093,370

 

 

193,581,703

 

 

 

 

 

 

 

 

 

Common stock in ESOP subject to contingent repurchase obligation

 

 

510,478

 

 

516,800

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders’ equity:

 

 

 

 

 

 

 

Common stock, $0.01 par value, 25,000,000 and 14,000,000 shares authorized 3,477,328 and 3,297,509 shares issued at December 31, 2015 and June 30, 2015, respectively

 

 

34,773

 

 

32,975

 

Additional paid-in capital

 

 

26,882,088

 

 

13,086,447

 

Retained earnings

 

 

10,682,257

 

 

10,185,155

 

Unearned ESOP shares

 

 

(1,315,250)

 

 

(408,750)

 

Shares reserved for stock compensation

 

 

(401,706)

 

 

(465,080)

 

Treasury stock at cost; 114,505 shares at June 30, 2015

 

 

 —

 

 

(978,682)

 

Accumulated other comprehensive loss, net of tax

 

 

(2,110)

 

 

(4,055)

 

Reclassification of ESOP shares

 

 

(510,478)

 

 

(516,800)

 

Total stockholders’ equity

 

 

35,369,574

 

 

20,931,210

 

 

 

 

 

 

 

 

 

Total liabilities and stockholders’ equity

 

$

222,973,422

 

$

215,029,713

 

 

See Notes to Consolidated Financial Statements.

3


 

Equitable Financial Corp. and Subsidiary

Consolidated Statements of Income

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

    

December 31, 2015

    

December 31, 2014

    

December 31, 2015

    

December 31, 2014

 

Interest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans

 

$

2,035,329

 

$

1,805,578

 

$

4,113,552

 

$

3,591,852

 

Securities

 

 

21,007

 

 

50,754

 

 

60,966

 

 

104,565

 

Other

 

 

11,804

 

 

5,485

 

 

18,599

 

 

5,737

 

Total interest income

 

 

2,068,140

 

 

1,861,817

 

 

4,193,117

 

 

3,702,154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Deposits

 

 

258,286

 

 

231,013

 

 

505,772

 

 

440,958

 

Federal Home Loan Bank borrowings

 

 

 —

 

 

61,000

 

 

 —

 

 

122,112

 

Other

 

 

209

 

 

 —

 

 

444

 

 

 —

 

Total interest expense

 

 

258,495

 

 

292,013

 

 

506,216

 

 

563,070

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

1,809,645

 

 

1,569,804

 

 

3,686,901

 

 

3,139,084

 

Provision for loan losses

 

 

84,401

 

 

(20)

 

 

157,345

 

 

146,879

 

Net interest income after provision for loan losses

 

 

1,725,244

 

 

1,569,824

 

 

3,529,556

 

 

2,992,205

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest income:

 

 

 

 

 

 

 

 

 

 

 

 

 

Service charges on deposit accounts

 

 

138,077

 

 

144,682

 

 

285,456

 

 

298,697

 

Brokerage fee income

 

 

156,353

 

 

145,528

 

 

313,538

 

 

272,832

 

Gain on sale of loans

 

 

196,863

 

 

205,208

 

 

413,062

 

 

416,240

 

Other loan fees

 

 

72,073

 

 

65,483

 

 

139,568

 

 

128,090

 

Other income

 

 

48,782

 

 

32,665

 

 

73,284

 

 

48,796

 

Total noninterest income

 

 

612,148

 

 

593,566

 

 

1,224,908

 

 

1,164,655

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Noninterest expense:

 

 

 

 

 

 

 

 

 

 

 

 

 

Salaries and employee benefits

 

 

1,072,049

 

 

1,055,440

 

 

2,263,748

 

 

2,160,943

 

Director and committee fees

 

 

38,592

 

 

33,000

 

 

81,050

 

 

65,950

 

Data processing fees

 

 

129,858

 

 

2,466

 

 

257,377

 

 

75,797

 

Occupancy and equipment

 

 

212,382

 

 

226,071

 

 

431,700

 

 

452,045

 

Regulatory fees and deposit insurance premium

 

 

48,124

 

 

45,127

 

 

99,763

 

 

90,784

 

Advertising and public relations

 

 

53,675

 

 

46,493

 

 

115,753

 

 

85,705

 

Insurance and surety bond premiums

 

 

23,912

 

 

22,861

 

 

51,764

 

 

46,392

 

Professional fees

 

 

152,337

 

 

43,661

 

 

327,634

 

 

127,923

 

Supplies, telephone and postage

 

 

68,737

 

 

64,207

 

 

135,965

 

 

131,203

 

Other expenses

 

 

159,568

 

 

152,142

 

 

297,581

 

 

281,964

 

Total noninterest expense

 

 

1,959,234

 

 

1,691,468

 

 

4,062,335

 

 

3,518,706

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income before income taxes

 

 

378,158

 

 

471,922

 

 

692,129

 

 

638,154

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Income tax expense

 

 

(156,034)

 

 

(76,264)

 

 

(195,027)

 

 

(136,226)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income

 

$

222,124

 

$

395,658

 

$

497,102

 

$

501,928

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Basic earnings per share

 

$

0.07

 

$

0.13

 

$

0.15

 

$

0.16

 

Diluted earnings per share

 

$

0.07

 

$

0.13

 

$

0.15

 

$

0.16

 

 

See Notes to Consolidated Financial Statements.

4


 

Equitable Financial Corp. and Subsidiary

Consolidated Statements of Comprehensive Income

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

    

December 31, 2015

    

December 31, 2014

    

December 31, 2015

    

December 31, 2014

 

Net income

 

$

222,124

 

$

395,658

 

$

497,102

 

$

501,928

 

Other comprehensive income:

 

 

 

 

 

 

 

 

 

 

 

 

 

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

 

 

(1,428)

 

 

3,366

 

 

1,945

 

 

698

 

Comprehensive income

 

$

220,696

 

$

399,024

 

$

499,047

 

$

502,626

 

 

See Notes to Consolidated Financial Statements.

 

 

5


 

Equitable Financial Corp. and Subsidiary

Consolidated Statements of Changes in Stockholders’ Equity

For the six months ended December 31, 2015

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Shares

 

 

 

Accumulated

 

Amount

 

 

 

 

 

 

 

 

 

 

 

 

 

Reserved for

 

 

 

Other

 

Reclassified

 

 

 

 

 

Common

 

Additional

 

Retained

 

Unearned

 

Stock

 

Treasury

 

Comprehensive

 

on ESOP

 

 

 

 

    

Stock

    

Paid-in Capital

    

Earnings

    

ESOP Shares

    

Compensation

    

Stock

    

(Loss)

    

Shares

    

Total

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, June 30, 2015

 

 

32,975

 

 

13,086,447

 

 

10,185,155

 

 

(408,750)

 

 

(465,080)

 

 

(978,682)

 

 

(4,055)

 

 

(516,800)

 

 

20,931,210

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net Income

 

 

 —

 

 

 —

 

 

497,102

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

497,102

 

Other comprehensive income

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

1,945

 

 

 —

 

 

1,945

 

Stock Offering Proceeds

 

 

1,798

 

 

13,820,591

 

 

 —

 

 

(951,912)

 

 

 —

 

 

978,682

 

 

 —

 

 

 —

 

 

13,849,159

 

Release of 4,954 unearned ESOP shares

 

 

 —

 

 

(6,122)

 

 

 —

 

 

45,412

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

39,290

 

Stock compensation expense

 

 

 —

 

 

(18,828)

 

 

 —

 

 

 —

 

 

63,374

 

 

 —

 

 

 —

 

 

 —

 

 

44,546

 

Reclassification due to release and changes in fair value of common stock in ESOP subject to contingent repurchase obligation of ESOP shares

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

6,322

 

 

6,322

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Balance, December 31, 2015

 

$

34,773

 

$

26,882,088

 

$

10,682,257

 

$

(1,315,250)

 

$

(401,706)

 

$

 —

 

$

(2,110)

 

$

(510,478)

 

$

35,369,574

 

 

See Notes to Consolidated Financial Statements.

 

 

6


 

Equitable Financial Corp. and Subsidiary

Consolidated Statements of Cash Flows

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

For the six months ended

 

 

    

December 31, 2015

    

December 31, 2014

 

Cash Flows from Operating Activities:

 

 

 

 

 

 

 

Net income

 

$

497,102

 

$

501,928

 

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

 

 

 

 

 

 

 

Depreciation

 

 

173,977

 

 

152,826

 

Federal Home Loan Bank stock dividends

 

 

(1,600)

 

 

(12,100)

 

ESOP expense

 

 

39,290

 

 

24,928

 

Stock compensation expense

 

 

44,546

 

 

74,517

 

Amortization of deferred loan origination costs, net

 

 

219,645

 

 

233,758

 

Amortization of premiums and discounts

 

 

8,066

 

 

8,378

 

Amortization of prepayment penalty fee

 

 

 —

 

 

102,306

 

Gain on sale of loans

 

 

(413,062)

 

 

(416,240)

 

Loss on sale of foreclosed assets

 

 

9,728

 

 

2,819

 

Loss on disposal of premises and equipment

 

 

50,293

 

 

 —

 

Provision for loan losses

 

 

157,345

 

 

146,879

 

Deferred taxes

 

 

124,994

 

 

94,735

 

Loans originated for sale

 

 

(16,110,552)

 

 

(15,393,710)

 

Proceeds from sale of loans

 

 

16,420,589

 

 

15,706,369

 

Loss on investment in partnership

 

 

21,000

 

 

15,000

 

Changes in:

 

 

 

 

 

 

 

Accrued interest receivable

 

 

(30,420)

 

 

(130,508)

 

Other assets

 

 

(112,188)

 

 

8,681

 

Accrued interest payable and other liabilities

 

 

(627,614)

 

 

(253,121)

 

Net cash provided by operating activities

 

 

471,139

 

 

867,445

 

 

 

 

 

 

 

 

 

Cash Flows from Investing Activities:

 

 

 

 

 

 

 

Net change in loans

 

 

(11,694,276)

 

 

(8,074,853)

 

Proceeds from sale of foreclosed assets, net

 

 

3,000

 

 

59,681

 

Proceeds from maturity of time deposits with financial institutions

 

 

500,000

 

 

750,000

 

Securities available-for-sale:

 

 

 

 

 

 

 

Proceeds from calls and principal repayments

 

 

97,991

 

 

218,760

 

Purchases

 

 

(469,253)

 

 

 —

 

Securities held-to-maturity:

 

 

 

 

 

 

 

Proceeds from calls and principal repayments

 

 

2,470,587

 

 

203,005

 

Redemption of Federal Home Loan Bank stock

 

 

 —

 

 

24,900

 

Purchases of Federal Home Loan Bank stock

 

 

 —

 

 

(13,500)

 

Purchase of premises and equipment

 

 

(85,046)

 

 

(275,298)

 

Net cash used in investing activities

 

 

(9,176,997)

 

 

(7,107,305)

 

 

(Continued)

7


 

Equitable Financial Corp. and Subsidiary

Consolidated Statements of Cash Flows (Continued)

(Unaudited)

 

 

 

 

 

 

 

 

 

 

 

For the six months ended

 

 

    

December 31, 2015

    

December 31, 2014

 

Cash Flows from Financing Activities:

 

 

 

 

 

 

 

Net change in deposits

 

$

11,466,148

 

$

15,113,025

 

Proceeds from Federal Home Loan Bank borrowings

 

 

 —

 

 

1,410,000

 

Repayments of Federal Home Loan Bank borrowings

 

 

 —

 

 

(1,410,000)

 

Net change in advance payments from borrowers for taxes and insurance

 

 

6,582

 

 

31,679

 

Purchase of ESOP Shares

 

 

(951,912)

 

 

 —

 

Expenses and return of proceeds in advance of offering

 

 

(2,555,176)

 

 

 —

 

Net cash provided by financing activities

 

 

7,965,642

 

 

15,144,704

 

 

 

 

 

 

 

 

 

Increase (decrease) in cash and cash equivalents

 

 

(740,216)

 

 

8,904,844

 

 

 

 

 

 

 

 

 

Cash and Cash Equivalents:

 

 

 

 

 

 

 

Beginning

 

 

21,512,653

 

 

7,776,305

 

 

 

 

 

 

 

 

 

Ending

 

$

20,772,437

 

$

16,681,149

 

 

 

 

 

 

 

 

 

Supplemental Cash Flow Information:

 

 

 

 

 

 

 

Interest paid on deposits and borrowings

 

$

504,042

 

$

554,008

 

Income taxes paid

 

$

145,156

 

$

102,202

 

 

 

 

 

 

 

 

 

 

See Notes to Consolidated Financial Statements.

8


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 1.Basis of Presentation

 

The accompanying consolidated financial statements of Equitable Financial Corp. (the “Company”) and its wholly owned subsidiary Equitable Bank (the “Bank”) have been prepared in conformity with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and in accordance with SEC rules and regulations. Accordingly, the statements do not include all the information and footnotes required by GAAP for complete financial statements. These interim financial statements should be read in conjunction with the consolidated financial statements and notes thereto that were included in the Company’s annual report for the year ended June 30, 2015.  The consolidated balance sheet of the Company as of June 30, 2015, has been derived from the audited consolidated balance sheet of the company as of that date.  All significant intercompany transactions are eliminated in consolidation.  In the opinion of the Company’s management, all adjustments necessary (i) for a fair presentation of the financial statements for the interim periods included herein and (ii) to make such financial statements not misleading have been made and are of a normal and recurring nature. Interim results are not necessarily indicative of results for a full year.

 

In preparing the financial statements, management is required to make estimates and assumptions that affect the recorded amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses for the period.  Actual results could differ from those estimates.  For further information with respect to significant accounting policies followed by the Company in preparation of the financial statements, refer to the Company’s annual report for the year ended June 30, 2015.

 

The Bank is a federally chartered stock savings bank and a member of the Federal Home Loan Bank (“FHLB”) system. The Bank maintains insurance on deposit accounts with the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (“FDIC”).  

 

Note 2.Stock Conversion

 

On July 8, 2015, Equitable Financial, MHC, the Company’s former federally chartered mutual holding company, consummated its mutual-to-stock conversion, and the Company consummated its initial stock offering.  In the Offering, the Company sold 1,983,160 shares of its common stock, par value $0.01 per share, at $8.00 per share in a subscription offering and community offering, including 118,989 shares, equal to 6.0% of the shares sold in the offering, to the Equitable Bank employee stock ownership plan.

 

The cost of conversion and the stock offering were deferred and deducted from the proceeds of the offering.  Conversion costs incurred for the stock offering were $1,096,303. 

 

In accordance with applicable federal conversion regulations, at the time of the completion of our mutual-to-stock conversion, we established a liquidation account in an amount equal to the Company’s total equity as of the latest balance sheet date in the final prospectus used in the Conversion.  Each eligible account holder or supplemental account holder is entitled to a proportionate share of this liquidation account in the event of a complete liquidation of the Bank, and only in such event.  This share will be reduced if the eligible account holder’s or supplemental account holder’s deposit balance falls below the amounts on the date of record as of any June 30 and will cease to exist if the account is closed.  The liquidation account will never be increased despite any increase after Conversion in the related deposit balance.

 

Following completion of the Conversion, the Bank may not declare, pay a dividend on, or repurchase any of its capital stock of the Bank, if the effect thereof would cause retained earnings to be reduced below the liquidation account amount or regulatory capital requirements.

 

Note 3.New Accounting Pronouncements

 

In August 2015, the FASB issued ASU 2015-14, Revenue from Contracts with Customers.  ASU 2015-14 is intended to provide a robust framework for addressing revenue recognition guidance related to contractual rights and obligations.  ASU 2015-14 is effective for annual periods beginning after December 15, 2017 and is not expected to have a material impact on the Company’s consolidated financial statements.

9


 

 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 4.Securities

 

The fair value of securities available-for-sale and the related gross unrealized gains and losses recognized in accumulated other comprehensive income (loss) are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Gross

    

Gross

    

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

December 31, 2015

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Residential mortgage-backed securities

 

$

790,844

 

$

 —

 

$

(3,196)

 

$

787,648

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Gross

    

Gross

    

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

June 30, 2015

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Residential mortgage-backed securities

 

$

426,392

 

$

 —

 

$

(6,144)

 

$

420,248

 

 

The carrying amount, unrecognized gross gains and losses, and fair value of securities held-to-maturity are as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Gross

    

Gross

    

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

December 31, 2015

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Residential mortgage-backed securities

 

$

202,159

 

$

15,044

 

$

 —

 

$

217,203

 

Municipal securities

 

 

602,750

 

 

1,566

 

 

 —

 

 

604,316

 

 

 

$

804,909

 

$

16,610

 

$

 —

 

$

821,519

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Gross

    

Gross

    

 

 

 

 

Amortized

 

Unrealized

 

Unrealized

 

 

 

June 30, 2015

 

Cost

 

Gains

 

Losses

 

Fair Value

 

Residential mortgage-backed securities

 

$

259,481

 

$

18,101

 

$

 —

 

$

277,582

 

Municipal securities

 

 

3,017,271

 

 

3,239

 

 

 —

 

 

3,020,510

 

 

 

$

3,276,752

 

$

21,340

 

$

 —

 

$

3,298,092

 

 

Securities available-for-sale and held-to-maturity consist of investments in bonds securitized by the Government National Mortgage Association and local municipal securities.

 

The contractual maturities of the residential mortgage-backed securities at December 31, 2015 are not disclosed because the securities are not due at a single maturity date.  Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties. Approximately $400,000 in municipal securities will mature in the year ending June 30, 2019 with the remaining balance maturing in the year ending June 30, 2020.

 

There were no sales of securities for the six months ended December 31, 2015 and 2014.

 

The duration of gross unrealized losses is not disclosed as such amounts are immaterial to the consolidated financial statements. The Company has not recognized other-than-temporary impairment on any securities for the six months ended December 31, 2015 and 2014.

10


 

 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 5.Loans

 

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are stated at their outstanding unpaid principal balances, less an allowance for loan losses, premiums and discounts on loans purchased, and net deferred loan fees/costs. Interest income on loans is recognized over the term of the loan and is calculated using the simple interest method on principal amounts outstanding. Direct loan origination fees and costs are generally being deferred and the net amounts amortized as an adjustment of the related loan's yield. The Company generally amortizes these amounts over the contractual life. Direct loan origination fees and costs related to loans sold to unrelated third parties are recognized as income or expense in the current consolidated statement of income.

 

The Company’s portfolio segments are as follows:

 

·

Commercial

·

Agricultural

·

Residential real estate

·

Other

 

The Company’s classes of loans are as follows:

 

·

Commercial – operating

·

Commercial – real estate

·

Agricultural – operating

·

Agricultural – real estate

·

Residential real estate – 1-4 family

·

Residential real estate – home equity

·

Other – construction and land

·

Other – consumer

 

Loans are as follows:

 

 

 

 

 

 

 

 

 

 

    

December 31, 2015

    

June 30, 2015

 

Commercial:

 

 

 

 

 

 

 

Operating

 

$

15,785,940

 

$

14,967,289

 

Real estate

 

 

58,985,568

 

 

56,609,106

 

Agricultural:

 

 

 

 

 

 

 

Operating

 

 

27,673,428

 

 

27,229,622

 

Real estate

 

 

21,705,106

 

 

21,048,555

 

Residential real estate:

 

 

 

 

 

 

 

1-4 family

 

 

41,440,668

 

 

40,892,433

 

Home equity

 

 

13,033,413

 

 

10,760,935

 

Other:

 

 

 

 

 

 

 

Construction and land

 

 

10,016,989

 

 

5,844,461

 

Consumer

 

 

3,324,295

 

 

3,092,798

 

Total loans

 

 

191,965,407

 

 

180,445,199

 

 

 

 

 

 

 

 

 

Deferred loan origination costs, net

 

 

584,601

 

 

561,287

 

Allowance for loan losses

 

 

(2,817,000)

 

 

(2,583,000)

 

 

 

 

(2,232,399)

 

 

(2,021,713)

 

 

 

 

 

 

 

 

 

Loans, net

 

$

189,733,008

 

$

178,423,486

 

 

11


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

For all portfolio segments, the allowance for loan losses is maintained at the level considered adequate by management of the Company to provide for losses that are probable. The allowance is increased by provisions charged to operating expense and reduced by net charge-offs. Subsequent recoveries, if any, are credited to the allowance. In determining the adequacy of the allowance balance, the Company makes continuous evaluations of the loan portfolio and related off-balance sheet commitments, considers current economic conditions, historical loan loss experience, review of specific problem loans and other factors.

 

Changes in the allowance for loan losses, by portfolio segment are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

Residential

    

 

    

 

 

 

 

Commercial

 

Agricultural

 

Real Estate

 

Other

 

Total

 

 

 

For the three months ended December 31, 2015

 

Balance, beginning

 

$

1,140,000

 

$

726,000

 

$

669,000

 

$

149,000

 

$

2,684,000

 

Provision charged to expense

 

 

36,906

 

 

22,000

 

 

2,775

 

 

22,720

 

 

84,401

 

Recoveries

 

 

49,358

 

 

 —

 

 

225

 

 

1,002

 

 

50,585

 

Loans charged off

 

 

(1,264)

 

 

 —

 

 

 —

 

 

(722)

 

 

(1,986)

 

Balance, ending

 

$

1,225,000

 

$

748,000

 

$

672,000

 

$

172,000

 

$

2,817,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

Residential

    

 

    

 

 

 

 

Commercial

 

Agricultural

 

Real Estate

 

Other

 

Total

 

 

 

For the three months ended December 31, 2014

 

Balance, beginning

 

$

1,316,000

 

$

635,000

 

$

618,000

 

$

114,000

 

$

2,683,000

 

Provision charged to expense

 

 

53,586

 

 

12,000

 

 

4,630

 

 

(70,236)

 

 

(20)

 

Recoveries

 

 

1,934

 

 

 —

 

 

370

 

 

75,976

 

 

78,280

 

Loans charged off

 

 

(355,520)

 

 

 —

 

 

 —

 

 

(2,740)

 

 

(358,260)

 

Balance, ending

 

$

1,016,000

 

$

647,000

 

$

623,000

 

$

117,000

 

$

2,403,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

Residential

    

 

 

    

 

 

 

 

 

Commercial

 

Agricultural

 

Real Estate

 

Other

 

Total

 

 

 

For the six months ended December 31, 2015

 

Balance, beginning

 

$

1,124,000

 

$

697,000

 

$

644,000

 

$

118,000

 

$

2,583,000

 

Provision charged to expense

 

 

27,554

 

 

51,000

 

 

27,316

 

 

51,475

 

 

157,345

 

Recoveries

 

 

74,710

 

 

 —

 

 

684

 

 

4,394

 

 

79,788

 

Loans charged off

 

 

(1,264)

 

 

 —

 

 

 —

 

 

(1,869)

 

 

(3,133)

 

Balance, ending

 

$

1,225,000

 

$

748,000

 

$

672,000

 

$

172,000

 

$

2,817,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

 

    

 

 

    

Residential

    

 

 

    

 

 

 

 

 

Commercial

 

Agricultural

 

Real Estate

 

Other

 

Total

 

 

 

For the six months ended December 31, 2014

 

Balance, beginning

 

$

1,237,000

 

$

646,000

 

$

586,000

 

$

105,000

 

$

2,574,000

 

Provision charged to expense

 

 

181,525

 

 

1,000

 

 

24,219

 

 

(59,865)

 

$

146,879

 

Recoveries

 

 

3,056

 

 

 —

 

 

12,781

 

 

76,076

 

$

91,913

 

Loans charged off

 

 

(405,581)

 

 

 —

 

 

 —

 

 

(4,211)

 

$

(409,792)

 

Balance, ending

 

$

1,016,000

 

$

647,000

 

$

623,000

 

$

117,000

 

$

2,403,000

 

 

For commercial loans and agricultural loans, the allowance for estimated losses on loans consists of specific and general components.

 

The specific component relates to loans that are classified as impaired, as defined below. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.

 

 

12


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

For commercial loans and agricultural loans, a loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a case-by-case basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent.

 

The general component consists of quantitative and qualitative factors and covers non-impaired loans. The quantitative factors are based on historical charge-off experience. The qualitative factors are determined based on an assessment of internal and/or external influences on credit quality that are not fully reflected in the historical loss data. The Company’s credit quality indicator for all loans excluding commercial loans is past due or performance status.  The Company’s credit quality indicator for commercial loans is internal risk ratings.

 

For residential real estate loans and consumer and other loans, these large groups of smaller balance homogenous loans are collectively evaluated for impairment. In estimating the allowance for loan losses for these loans, the Company applies quantitative and qualitative factors on a portfolio segment basis. Quantitative factors are based on historical charge-off experience and qualitative factors are based on an assessment of internal and/or external influences on credit quality that are not fully reflected in the historical loss data. Accordingly, the Company generally does not separately identify individual residential real estate loans and/or consumer and other loans for impairment disclosures, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.

 

Troubled debt restructures are considered impaired loans and are subject to the same allowance methodology as described above for impaired loans by portfolio segment.

 

The allowance for loan losses, by impairment evaluation and portfolio segment is summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

    

Commercial

    

Agricultural

    

Real Estate

    

Other

    

Total

 

 

 

December 31, 2015

 

Allowance for loans individually evaluated for impairment

 

$

17,757

 

$

28,957

 

$

19,873

 

$

 —

 

$

66,587

 

Allowance for loans collectively evaluated for impairment

 

 

1,207,243

 

 

719,043

 

 

652,127

 

 

172,000

 

 

2,750,413

 

 

 

$

1,225,000

 

$

748,000

 

$

672,000

 

$

172,000

 

$

2,817,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

721,654

 

$

1,161,450

 

$

4,094,521

 

$

9,522

 

$

5,987,147

 

Loans collectively evaluated for impairment

 

 

74,049,854

 

 

48,217,084

 

 

50,379,560

 

 

13,331,762

 

 

185,978,260

 

 

 

$

74,771,508

 

$

49,378,534

 

$

54,474,081

 

$

13,341,284

 

$

191,965,407

 

 

 

 

13


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Residential

 

 

 

 

 

 

    

Commercial

    

Agricultural

    

Real Estate

    

Other

    

Total

 

 

 

June 30, 2015

 

Allowance for loans individually evaluated for impairment

 

$

5,617

 

$

 

$

19,949

 

$

 

$

25,566

 

Allowance for loans collectively evaluated for impairment

 

 

1,118,383

 

 

697,000

 

 

624,051

 

 

118,000

 

 

2,557,434

 

 

 

$

1,124,000

 

$

697,000

 

$

644,000

 

$

118,000

 

$

2,583,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans individually evaluated for impairment

 

$

549,983

 

$

482,442

 

$

3,802,074

 

$

7,678

 

$

4,842,177

 

Loans collectively evaluated for impairment

 

 

71,026,412

 

 

47,795,735

 

 

47,851,294

 

 

8,929,581

 

 

175,603,022

 

 

 

$

71,576,395

 

$

48,278,177

 

$

51,653,368

 

$

8,937,259

 

$

180,445,199

 

 

Generally, for all classes of loans, loans are considered past due when contractual payments are delinquent for 31 days or greater.

 

For all classes of loans, loans will generally be placed on nonaccrual status when the loan has become greater than 90 days past due; or when management believes, after considering collection efforts and other factors, that the borrower’s financial condition is such that collection of interest is doubtful.

 

When a loan is placed on nonaccrual status, payments received will be applied to the principal balance. However, interest may be taken on a cash basis in the event the loan is fully secured and the risk of loss is minimal.  Previously recorded but uncollected interest on a loan placed in nonaccrual status is accounted for as follows:  if the previously accrued but uncollected interest and the principal amount of the loan is protected by sound collateral value based upon a current, independent qualified appraisal, such interest may remain on the Company’s books. If such interest is not so protected, it is considered a loss with the amount thereof recorded in the current year being reversed against current interest income, and the amount recorded in the prior year being charged against the allowance for possible loan losses.

 

For all classes of loans, nonaccrual loans may be restored to accrual status provided the following criteria are met:

 

·

The loan is current, and all principal and interest amounts contractually due have been made

·

The loan is well secured and in the process of collection

·

Prospects for future principal and interest payments are not in doubt

 

The aging in terms of unpaid principal balance of the loan portfolio, by classes of loans is summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

 

    

> 90 days

    

 

    

 

 

    

 

 

 

 

31-60 days

 

61-90 days

 

Past Due

 

 

 

Non accrual

 

 

 

Current

 

Past Due

 

Past Due

 

(Nonaccrual)

 

Total

 

Loans

 

 

 

December 31, 2015

 

Classes of loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

$

15,785,940

 

$

 —

 

$

 —

 

$

 —

 

$

15,785,940

 

$

272,502

 

Real estate

 

 

58,514,744

 

 

69,699

 

 

 —

 

 

401,125

 

 

58,985,568

 

 

401,126

 

Agricultural:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

27,645,301

 

 

28,127

 

 

 —

 

 

 —

 

 

27,673,428

 

 

212,727

 

Real estate

 

 

21,705,106

 

 

 —

 

 

 —

 

 

 —

 

 

21,705,106

 

 

658,723

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family

 

 

40,997,168

 

 

90,167

 

 

 —

 

 

353,333

 

 

41,440,668

 

 

627,324

 

Home equity

 

 

12,998,555

 

 

14,985

 

 

 —

 

 

19,873

 

 

13,033,413

 

 

32,954

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land

 

 

10,016,989

 

 

 —

 

 

 —

 

 

 —

 

 

10,016,989

 

 

 —

 

Consumer

 

 

3,300,729

 

 

9,349

 

 

4,125

 

 

10,092

 

 

3,324,295

 

 

18,811

 

 

 

$

190,964,532

 

$

212,327

 

$

4,125

 

$

784,423

 

$

191,965,407

 

$

2,224,167

 

 

14


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

 

    

 

    

> 90 days

    

 

    

 

 

    

 

 

 

 

31-60 days

 

61-90 days

 

Past Due

 

 

 

 

Non accrual

 

 

 

Current

 

Past Due

 

Past Due

 

(Nonaccrual)

 

Total

 

 

Loans

 

 

 

June 30, 2015

 

Classes of loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

$

14,933,071

 

$

34,218

 

$

 —

 

$

 —

 

$

14,967,289

 

$

426,808

 

Real estate

 

 

56,415,655

 

 

193,451

 

 

 —

 

 

 —

 

 

56,609,106

 

 

235,844

 

Agricultural:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

27,229,622

 

 

 —

 

 

 —

 

 

 —

 

 

27,229,622

 

 

 —

 

Real estate

 

 

21,033,555

 

 

15,000

 

 

 —

 

 

 —

 

 

21,048,555

 

 

 —

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family

 

 

39,866,787

 

 

1,024,437

 

 

1,209

 

 

 —

 

 

40,892,433

 

 

487,345

 

Home equity

 

 

10,726,023

 

 

19,949

 

 

14,963

 

 

 —

 

 

10,760,935

 

 

20,885

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction and land

 

 

5,844,461

 

 

 —

 

 

 —

 

 

 —

 

 

5,844,461

 

 

 —

 

Consumer

 

 

3,062,373

 

 

30,425

 

 

 —

 

 

 —

 

 

3,092,798

 

 

7,960

 

 

 

$

179,111,547

 

$

1,317,480

 

$

16,172

 

$

 —

 

$

180,445,199

 

$

1,178,842

 

 

For commercial and agriculture loans, the Company utilizes the following internal risk rating scale:

 

Highest Quality (rating 1) -- Loans represent a credit extension of the highest quality. Excellent liquidity, management and character in an industry with favorable conditions. High quality financial information, history of strong cash flows and superior collateral including readily marketable assets, prime real estate, U.S. government securities, U.S. government agencies, highly rated municipal bonds, insured savings accounts, and insured certificates of deposit drawn on high-quality financial institutions.

 

Good Quality (rating 2) -- Loans which have a sound primary and secondary source of repayment. Strong to good liquidity, management and character in an industry with favorable conditions. Good quality financial information and margins of cash flow coverage is consistently good. Loans may be unsecured, secured by quality (but less readily marketable) assets, high quality real estate or traded stocks, lower grade municipal bonds (which must still be investment grade), and uninsured certificates of deposit on other financial institutions may also be included in this grade.

 

Acceptable Quality (rating 3) -- Loans where the borrower is a reasonable credit risk and demonstrates the ability to repay the debt from normal business operations. Good liquidity, management and character in an industry that is more sensitive to external factors. Alternative sources of refinancing may be less available in periods of uncertain economic conditions. Term debt is moderate but cash flow margins fall within bank policy guidelines. Quality of financial information is adequate but is not as detailed and sophisticated as information found on higher-grade loans. Secured by business assets that conform to usual lending parameters for margin and eligibility or real estate that is deemed to be of satisfactory quality in an area that may not be prime but still within viable economic centers.

 

Fair Quality (rating 4) -- Loans where the borrower is a reasonable credit risk but shows a more erratic earnings history (a loss may have been realized in the past four years). Liquidity is limited and primary repayment is susceptible to unfavorable external factors. Industry characteristics are generally stable. Borrower is more highly leveraged with increased levels of term debt. Cash flow margins remain adequate but may not fall within the policy guidelines. Quality of financial information is adequate and interim reporting may be required. Secured by business assets with an adequate collateral margin or real estate that is of fair quality and location. Property may have limited alternative uses and may be considered a "special use" facility.

15


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

Special Mention (rating 5) -- Loans in this category have the potential for developing weaknesses that deserve extra attention from the account manager and other management personnel. If the developing weakness is not corrected or mitigated, the ability of the borrower to repay the Company's debt in the future may deteriorate. This grade should not be assigned to loans that bear certain peculiar risks normally associated with the type of financing involved, unless circumstances have caused the risk to increase to a level higher than would have been acceptable when the credit was originally approved. If a loan's actual, not potential, weakness or problems are clearly evident and significant it should generally be graded in one of the following grade categories.

 

Substandard (rating 6) -- Loans and other credit extensions are considered to be inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. These loans, even if apparently protected by collateral value, have a well-defined weakness or weaknesses that jeopardize the liquidation of debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard loans, does not have to exist in individual loans classified substandard.

 

Doubtful (rating 7) -- Loans and other credit extensions have all the weaknesses inherent in those graded "6" with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonably specific pending factors, which may work to the advantage and strengthening of the loan, its classification as an estimated loss is deferred until its more exact status may be determined. Pending factors include: proposed merger, acquisition, or liquidation actions; capital injection; perfecting liens on collateral and refinancing plans. Loans in this classification should be placed in non-accrual status, with collections applied to principal.

 

Loss (rating 8) -- Loans are considered uncollectible and cannot be justified as a viable asset of the Bank. This classification does not mean the loan has absolutely no recovery value. However, it is not prudent to delay writing off this loan even though partial recovery may be obtained in the future.

 

For commercial and agricultural loans or credit relationships with aggregate exposure greater than $250,000, a loan review is required within 12 months of the most recent credit review. The reviews are completed in enough detail to, at a minimum, validate the risk rating. Additionally, the reviews shall determine whether any documentation exceptions exist, appropriate written analysis is included in the loan file, and whether credit policies have been properly adhered to.

 

For each class of loans, the following summarizes the unpaid principal balance by credit quality indicator as of:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Commercial —

    

Commercial —

    

Agricultural —

    

Agricultural —

    

    

 

 

 

Operating

 

Real Estate

 

Operating

 

Real Estate

 

Total

 

 

 

December 31, 2015

 

Internally assigned risk rating:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Highest Quality (rating 1)

 

$

 —

 

$

 —

 

$

1,054,428

 

$

190,000

 

$

1,244,428

 

Good Quality (rating 2)

 

 

271,617

 

 

1,189,255

 

 

9,976,997

 

 

4,116,728

 

 

15,554,597

 

Acceptable Quality (rating 3)

 

 

7,299,269

 

 

36,747,288

 

 

7,426,906

 

 

10,470,873

 

 

61,944,336

 

Fair Quality (rating 4)

 

 

7,930,117

 

 

19,301,316

 

 

8,328,593

 

 

5,978,782

 

 

41,538,808

 

Special Mention (rating 5)

 

 

 —

 

 

 —

 

 

673,778

 

 

 —

 

 

673,778

 

Substandard (rating 6)

 

 

284,937

 

 

1,747,709

 

 

212,726

 

 

948,723

 

 

3,194,095

 

Doubtful (rating 7)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Loss (rating 8)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

15,785,940

 

$

58,985,568

 

$

27,673,428

 

$

21,705,106

 

$

124,150,042

 

 

 

 

 

 

 

16


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Commercial —

    

Commercial —

    

Agricultural —

    

Agricultural —

    

    

    

 

 

Operating

 

Real Estate

 

Operating

 

Real Estate

 

Total

 

 

 

June 30, 2015

 

Internally assigned risk rating:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Highest Quality (rating 1)

 

$

 —

 

$

 —

 

$

257,515

 

$

190,000

 

$

447,515

 

Good Quality (rating 2)

 

 

333,434

 

 

4,913,937

 

 

10,029,448

 

 

5,089,523

 

 

20,366,342

 

Acceptable Quality (rating 3)

 

 

8,409,732

 

 

30,494,389

 

 

9,089,993

 

 

9,542,877

 

 

57,536,991

 

Fair Quality (rating 4)

 

 

5,880,641

 

 

19,404,832

 

 

7,622,340

 

 

5,754,038

 

 

38,661,851

 

Special Mention (rating 5)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Substandard (rating 6)

 

 

343,482

 

 

1,795,948

 

 

230,326

 

 

472,117

 

 

2,841,873

 

Doubtful (rating 7)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

Loss (rating 8)

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 —

 

 

 

$

14,967,289

 

$

56,609,106

 

$

27,229,622

 

$

21,048,555

 

$

119,854,572

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Residential RE —

    

Residential RE —

    

Other — Construction

    

Other —

    

 

 

 

 

1-4 Family

 

Home Equity

 

and Land

 

Consumer

 

Total

 

 

 

December 31, 2015

 

Delinquency status*:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

40,723,177

 

$

12,985,474

 

$

10,016,989

 

$

3,295,857

 

$

67,021,497

 

Nonperforming

 

 

717,491

 

 

47,939

 

 

 —

 

 

28,438

 

 

793,868

 

 

 

$

41,440,668

 

$

13,033,413

 

$

10,016,989

 

$

3,324,295

 

$

67,815,365

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Residential RE —

    

Residential RE —

    

Other — Construction

    

Other —

    

    

    

 

 

1-4 Family

 

Home Equity

 

and Land

 

Consumer

 

Total

 

 

 

June 30, 2015

 

Delinquency status*:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Performing

 

$

39,488,822

 

$

10,726,024

 

$

5,844,461

 

$

3,056,267

 

$

59,115,574

 

Nonperforming

 

 

1,403,611

 

 

34,911

 

 

 

 

36,531

 

 

1,475,053

 

 

 

$

40,892,433

 

$

10,760,935

 

$

5,844,461

 

$

3,092,798

 

$

60,590,627

 


*Performing loans are those which are accruing and less than 31 days past due. Nonperforming loans are those on nonaccrual and accruing loans that are greater than or equal to 31 days past due.

 

At December 31, 2015 and June 30, 2015, the Company had no loans greater than 90 days past due and still accruing.

 

For commercial loans and agricultural loans, the Company’s credit quality indicator is internally assigned risk ratings. Each commercial loan is assigned a risk rating upon origination. The risk rating is reviewed every 12 months, at a minimum, and on as needed basis depending on the specific circumstances of the loan.

 

For residential real estate and other loans, the Company’s credit quality indicator is performance determined by delinquency status. Delinquency status is updated daily by the Company’s loan system.

 

17


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

Loans, by classes of loans, considered to be impaired are summarized as follows:

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Unpaid

    

 

 

 

Recorded

 

Principal

 

Related

 

 

Investment

 

Balance

 

Allowance

 

 

December 31, 2015

Classes of loans:

 

 

 

 

 

 

 

 

 

Impaired loans with no specific allowance recorded:

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

Operating

 

$

267,744

 

$

266,303

 

$

 —

Real estate

 

 

183,807

 

 

180,528

 

 

 —

Agricultural:

 

 

 

 

 

 

 

 

 

Operating

 

 

7,741

 

 

7,726

 

 

 —

Real estate

 

 

969,761

 

 

948,724

 

 

 —

Residential real estate:

 

 

 

 

 

 

 

 

 

1-4 family

 

 

4,031,197

 

 

4,013,509

 

 

 —

Home equity

 

 

61,258

 

 

61,063

 

 

 —

Other:

 

 

 

 

 

 

 

 

 

Consumer

 

 

10,112

 

 

9,522

 

 

 —

 

 

 

5,531,620

 

 

5,487,375

 

 

 —

 

 

 

 

 

 

 

 

 

 

Impaired loans with specific allowance recorded:

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

Operating

 

 

290,468

 

 

274,823

 

 

17,757

Agricultural:

 

 

 

 

 

 

 

 

 

Operating

 

 

207,809

 

 

205,000

 

 

28,957

Residential real estate:

 

 

 

 

 

 

 

 

 

Home equity

 

 

20,296

 

 

19,949

 

 

19,873

 

 

 

518,573

 

 

499,772

 

 

66,587

 

 

 

 

 

 

 

 

 

 

Total impaired loans:

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

Operating

 

 

558,212

 

 

541,126

 

 

17,757

Real estate

 

 

183,807

 

 

180,528

 

 

 —

Agricultural:

 

 

 

 

 

 

 

 

 

Operating

 

 

215,550

 

 

212,726

 

 

28,957

Real estate

 

 

969,761

 

 

948,724

 

 

 —

Residential real estate:

 

 

 

 

 

 

 

 

 

1-4 family

 

 

4,031,197

 

 

4,013,509

 

 

 —

Home equity

 

 

81,554

 

 

81,012

 

 

19,873

Other:

 

 

 

 

 

 

 

 

 

Consumer

 

 

10,112

 

 

9,522

 

 

 —

 

 

$

6,050,193

 

$

5,987,147

 

$

66,587

 

18


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

    

 

    

Unpaid

    

 

 

 

Recorded

 

Principal

 

Related

 

 

Investment

 

Balance

 

Allowance

 

 

June 30, 2015

Classes of loans:

 

 

 

 

 

 

 

 

 

Impaired loans with no specific allowance recorded:

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

Operating

 

$

274,833

 

$

273,212

 

$

 —

Real estate

 

 

228,889

 

 

220,598

 

 

 —

Agricultural:

 

 

 

 

 

 

 

 

 

Operating

 

 

10,344

 

 

10,326

 

 

 —

Real estate

 

 

480,879

 

 

472,116

 

 

 —

Residential real estate:

 

 

 

 

 

 

 

 

 

1-4 family

 

 

3,730,154

 

 

3,718,852

 

 

 —

Home equity

 

 

63,575

 

 

63,273

 

 

 —

Other:

 

 

 

 

 

 

 

 

 

Consumer

 

 

8,138

 

 

7,678

 

 

 —

 

 

 

4,796,812

 

 

4,766,055

 

 

 —

 

 

 

 

 

 

 

 

 

 

Impaired loans with specific allowance recorded:

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

Operating

 

 

56,246

 

 

56,173

 

 

5,617

Residential real estate:

 

 

 

 

 

 

 

 

 

Home equity

 

 

20,060

 

 

19,949

 

 

19,949

 

 

 

76,306

 

 

76,122

 

 

25,566

 

 

 

 

 

 

 

 

 

 

Total impaired loans:

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

Operating

 

 

331,079

 

 

329,385

 

 

5,617

Real estate

 

 

228,889

 

 

220,598

 

 

 —

Agricultural:

 

 

 

 

 

 

 

 

 

Operating

 

 

10,344

 

 

10,326

 

 

 —

Real estate

 

 

480,879

 

 

472,116

 

 

 —

Residential real estate:

 

 

 

 

 

 

 

 

 

1-4 family

 

 

3,730,154

 

 

3,718,852

 

 

 —

Home equity

 

 

83,635

 

 

83,222

 

 

19,949

Other:

 

 

 

 

 

 

 

 

 

Consumer

 

 

8,138

 

 

7,678

 

 

 —

 

 

$

4,873,118

 

$

4,842,177

 

$

25,566

 

19


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

Impaired loans, for which no allowance has been provided as of December 31, 2015 and June 30, 2015, have adequate collateral, based on management’s current estimates.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

 

 

December 31, 2015

 

December 31, 2014

 

 

 

Average

 

Interest

 

Average

 

Interest

 

 

 

Recorded

 

Income

 

Recorded

 

Income

 

 

 

Investment

 

Recognized

 

Investment

 

Recognized

 

Classes of loans:

    

 

    

    

 

    

    

 

    

    

 

    

 

Impaired loans with no specific allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

$

275,575

 

$

4,445

 

$

49,909

 

$

917

 

Real estate

 

 

182,423

 

 

 —

 

 

241,247

 

 

3,505

 

Agricultural:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

8,396

 

 

108

 

 

 —

 

 

 —

 

Real estate

 

 

868,712

 

 

13,054

 

 

 —

 

 

 —

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family

 

 

4,053,483

 

 

63,044

 

 

4,033,306

 

 

51,334

 

Home equity

 

 

61,772

 

 

983

 

 

66,168

 

 

988

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

10,571

 

 

90

 

 

10,633

 

 

152

 

 

 

 

5,460,932

 

 

81,724

 

 

4,401,263

 

 

56,896

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans with specific allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

288,647

 

 

574

 

 

61,050

 

 

1,016

 

Agricultural:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

208,128

 

 

14,843

 

 

 —

 

 

 —

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family

 

 

 —

 

 

 —

 

 

69,763

 

 

 —

 

Home equity

 

 

20,218

 

 

196

 

 

20,938

 

 

208

 

 

 

 

516,993

 

 

15,613

 

 

151,751

 

 

1,224

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

564,222

 

 

5,019

 

 

110,959

 

 

1,933

 

Real estate

 

 

182,423

 

 

 —

 

 

241,247

 

 

3,505

 

Agricultural:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

216,524

 

 

14,951

 

 

 —

 

 

 —

 

Real estate

 

 

868,712

 

 

13,054

 

 

 —

 

 

 —

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family

 

 

4,053,483

 

 

63,044

 

 

4,103,069

 

 

51,334

 

Home equity

 

 

81,990

 

 

1,179

 

 

87,106

 

 

1,196

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

10,571

 

 

90

 

 

10,633

 

 

152

 

 

 

$

5,977,925

 

$

97,337

 

$

4,553,014

 

$

58,120

 

 

20


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the six months ended

 

 

 

December 31, 2015

 

December 31, 2014

 

 

 

Average

 

Interest

 

Average

 

Interest

 

 

 

Recorded

 

Income

 

Recorded

 

Income

 

 

 

Investment

 

Recognized

 

Investment

 

Recognized

 

Classes of loans:

    

 

    

    

 

    

    

 

    

    

 

    

 

Impaired loans with no specific allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

$

276,207

 

$

7,130

 

$

52,125

 

$

2,022

 

Real estate

 

 

183,969

 

 

2,331

 

 

242,461

 

 

7,819

 

Agricultural:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

9,043

 

 

234

 

 

 —

 

 

 —

 

Real estate

 

 

856,291

 

 

14,233

 

 

 —

 

 

 —

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family

 

 

4,032,597

 

 

112,943

 

 

4,055,577

 

 

105,560

 

Home equity

 

 

62,416

 

 

2,092

 

 

66,580

 

 

2,136

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

11,351

 

 

265

 

 

11,092

 

 

409

 

 

 

 

5,431,874

 

 

139,228

 

 

4,427,835

 

 

117,946

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Impaired loans with specific allowance recorded:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

287,802

 

 

1,799

 

 

61,700

 

 

1,572

 

Agricultural:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

212,537

 

 

14,843

 

 

 —

 

 

 —

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family

 

 

 —

 

 

 —

 

 

69,417

 

 

2,181

 

Home equity

 

 

20,178

 

 

840

 

 

21,291

 

 

746

 

 

 

 

520,517

 

 

17,482

 

 

152,408

 

 

4,499

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total impaired loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

564,009

 

 

8,929

 

 

113,825

 

 

3,594

 

Real estate

 

 

183,969

 

 

2,331

 

 

242,461

 

 

7,819

 

Agricultural:

 

 

 

 

 

 

 

 

 

 

 

 

 

Operating

 

 

221,580

 

 

15,077

 

 

 —

 

 

 —

 

Real estate

 

 

856,291

 

 

14,233

 

 

 —

 

 

 —

 

Residential real estate:

 

 

 

 

 

 

 

 

 

 

 

 

 

1-4 family

 

 

4,032,597

 

 

112,943

 

 

4,124,994

 

 

107,741

 

Home equity

 

 

82,594

 

 

2,932

 

 

87,871

 

 

2,882

 

Other:

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer

 

 

11,351

 

 

265

 

 

11,092

 

 

409

 

 

 

$

5,952,391

 

$

156,710

 

$

4,580,243

 

$

122,445

 

 

The Company's troubled debt restructuring as of December 31, 2015 and June 30, 2015 were not material to the consolidated financial statements.

21


 

 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 6.Regulatory Matters

 

The Bank is subject to regulatory capital requirements administered by the federal banking agencies.  Failure to meet minimum capital requirements can initiate certain mandatory — and possibly additional discretionary — actions by regulators that, if undertaken, could have a direct material effect on the Company’s consolidated financial statements.  Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices.  The Bank’s capital amounts and classification are also subject to qualitative judgments by regulators about components, risk weightings, and other factors.

 

The prompt corrective action regulations provide five classifications, including well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition.  If only adequately capitalized, regulatory approval is required to accept brokered deposits.  If undercapitalized, capital distributions are limited, as is asset growth and expansion, and plans for capital restoration are required.  Management believes, as of December 31, 2015, that the Bank meets all capital adequacy requirements to which it is subject.

 

Actual capital levels and minimum required levels for the Bank were:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Minimum

 

 

 

 

 

 

 

 

 

 

 

Required to Be

 

 

 

 

 

 

 

 

 

 

 

Well Capitalized

 

 

 

 

 

 

 

Minimum Required for

 

Under Prompt

 

 

 

 

 

 

 

Capital Adequacy

 

Corrective Action

 

 

 

 

 

 

 

Purposes

 

Provisions

 

(Dollars in thousands)

    

Amount

    

Ratio

    

Amount

    

Ratio

    

Amount

    

Ratio

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

December 31, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk-weighted assets)

 

$

27,835

 

14.8

%

$

15,070

 

8.0

%

$

18,837

 

10.0

%

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

 

 

26,518

 

13.5

%

 

8,477

 

4.5

%

 

12,244

 

6.5

%

Tier 1 (core) capital (to risk-weighted assets)

 

 

25,469

 

13.5

%

 

11,302

 

6.0

%

 

15,070

 

8.0

%

Tier 1 (core) capital (to adjusted total assets)

 

 

25,469

 

11.7

%

 

8,698

 

4.0

%

 

10,872

 

5.0

%

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

June 30, 2015

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total capital (to risk-weighted assets)

 

$

20,626

 

11.5

%  

$

14,306

 

8.0

%  

$

17,882

 

10.0

%

Common equity Tier 1 capital (to risk-weighted

 

 

18,379

 

10.3

%  

 

8,047

 

4.5

%  

 

11,624

 

6.5

%

Tier 1 (core) capital (to risk-weighted assets)

 

 

18,379

 

10.3

%  

 

10,729

 

6.0

%  

 

14,306

 

8.0

%

Tier 1 (core) capital (to adjusted total assets)

 

 

18,379

 

9.1

%  

 

8,056

 

4.0

%  

 

10,070

 

5.0

%

 

Federal regulations require the Bank to comply with a Qualified Thrift Lender (“QTL”) test, which requires that 65% of assets be maintained in housing-related finance and other specified assets.  If the QTL test is not met, limits are placed on growth, branching, new investment, FHLB advances, and dividends or the institution must convert to a commercial bank charter.  Management believes the QTL test has been met.

 

22


 

 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 7.Employee Benefit Plan

 

The Company has a 401(k) and profit sharing plan (the “Plans”) covering substantially all employees.  Annual contributions to the Plans are made at the discretion of and determined by the Board of Directors.  Participant interests are vested over a period from one to five years of service.  Contributions were made of $44,138 and $42,038 for the six months ended December 31, 2015 and 2014.

 

On November 8, 2005, the Company adopted an employee stock ownership plan (the “ESOP”) for the benefit of substantially all employees.  The ESOP borrowed $1,292,620 from the Company and used those funds to acquire 129,262 shares of the Company’s stock in connection with the reorganization at a price of $10.00 per share.

 

On July 8, 2015, the ESOP borrowed $951,912 from the Company and used the funds to acquire 118,989 shares of the Company’s stock.

 

Shares purchased by the ESOP with the loan proceeds are held in a suspense account and are allocated to ESOP participants on a pro rata basis as principal and interest payments are made by the ESOP to the Company.  The loan is secured by shares purchased with the loan proceeds and will be repaid by the ESOP with funds from the Company’s discretionary contributions to the ESOP and earnings on ESOP assets.  Annual principal and interest payments for the note dated November 8, 2005 are made by the ESOP prior to the calendar year December 31, 2015.  Annual principal and interest payments from the note dated July 8, 2015 are approximately $65,000.

 

As shares are released from collateral, the Company will report compensation expense equal to the current market price of the shares and the shares will become outstanding for earnings-per-share computations.  Dividends on allocated ESOP shares reduce retained earnings; dividends on unearned ESOP shares reduce accrued interest.  Because participants may require the Company to purchase their ESOP shares upon termination of their employment, the fair value of all earned and allocated ESOP shares may become a liability.

 

The ESOP has a plan year-end of December 31.  The Company recorded compensation expense of $39,290 and $24,928 for the six months ended December 31, 2015 and 2014, respectively. 

 

Shares held by the ESOP were as follows:

 

 

 

 

 

 

 

 

 

 

    

December 31, 2015

    

June 30, 2015

 

Allocated shares

 

 

72,050

 

 

61,249

 

Unearned ESOP shares

 

 

158,633

 

 

45,417

 

 

 

 

 

 

 

 

 

Total ESOP shares

 

 

230,683

 

 

106,666

 

 

 

 

 

 

 

 

 

Fair value of unearned ESOP shares

 

$

1,397,557

 

$

411,024

 

 

 

 

 

 

 

 

 

Fair value of allocated shares subject to repurchase obligation

 

$

510,478

 

$

516,800

 

 

The Company approved the Equitable Financial Corp. 2006 Equity Incentive Plan in November 2006.  Under this plan, the Company may award up to 161,577 stock options and 64,631 shares of restricted stock to employees and directors.

23


 

 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

Note 8.Earnings per Share

 

Amounts reported in earnings per share reflect earnings available to common stockholders for the period divided by the weighted average number of shares of common stock outstanding during the year.  Diluted earnings per share is calculated by dividing earnings available to common stockholders for the period by the sum of the weighted average common shares outstanding and the weighted average dilutive shares.

 

The following table presents a reconciliation of the components used to compute basic earnings per share for the three and six months ended December 31, 2015 and 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

 

December 31, 

 

December 31, 

 

 

    

2015

    

2014

    

2015

    

2014

 

Weighted average common shares outstanding

 

 

3,261,989

 

 

3,094,146

 

 

3,258,318

 

 

3,077,625

 

Net income available to common stockholders

 

$

222,124

 

$

395,658

 

$

497,102

 

$

501,928

 

Basic earnings per share

 

$

0.07

 

$

0.13

 

$

0.15

 

$

0.16

 

 

The following table presents a reconciliation of the components used to compute diluted earnings per share for the three and six months and ended December 31, 2015 and 2014:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the three months ended

 

For the six months ended

 

 

 

December 31, 

 

December 31, 

 

 

    

2015

    

2014

    

2015

    

2014

    

Weighted average common shares outstanding

 

 

3,261,989

 

 

3,094,146

 

 

3,258,318

 

 

3,077,625

 

Weighted average of net additional shares from restricted stock awards

 

 

23,567

 

 

14,483

 

 

24,829

 

 

41,703

 

Weighted average number of shares outstanding

 

 

3,285,556

 

 

3,108,629

 

 

3,283,147

 

 

3,119,328

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net income available to common stockholders

 

$

222,124

 

$

395,658

 

$

497,102

 

$

501,928

 

Diluted earnings per share

 

$

0.07

 

$

0.13

 

$

0.15

 

$

0.16

 

 

 

Note 9.Fair Value Measurements

 

The Fair Value Measurements and Disclosures Topic of the FASB Accounting Standards Codification defines fair value, establishes a framework for measuring fair value and requires disclosure of fair value measurements.  The fair value hierarchy set forth in the Topic is as follows:

 

Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.

 

Level 2: Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.

 

Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

 

There were no transfers between levels during the six months ended December 31, 2015, nor were there any changes in valuation techniques used for assets or liabilities measured at fair value at December 31, 2015.

 

Assets and liabilities recorded at fair value on a recurring basis: A description of the valuation methodologies used for assets and liabilities measured at fair value on a recurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below:

24


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

Securities Available-for-Sale — Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities would include highly liquid government bonds and exchange traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or discounted cash flow. Level 2 securities would include U.S. agency securities, mortgage-backed agency securities, obligations of states and political subdivisions and certain corporate, asset backed and other securities. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.

 

The following tables summarize assets and liabilities measured at fair value on a recurring basis as of December 31, 2015 and June 30, 2015, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurement at December 31, 2015 Using

 

 

    

 

    

Quoted Prices in

    

 

    

Significant

 

 

 

 

 

Active Markets for

 

Significant Other

 

Unobservable

 

 

 

 

 

Identical Assets

 

Observable Inputs

 

Inputs

 

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available-for-sale

 

$

787,648

 

$

 —

 

$

787,648

 

$

 —

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Fair Value Measurement at June 30, 2015 Using

 

 

    

 

    

Quoted Prices in

    

 

    

Significant

 

 

 

 

 

Active Markets for

 

Significant Other

 

Unobservable

 

 

 

 

 

Identical Assets

 

Observable Inputs

 

Inputs

 

 

 

Total

 

Level 1

 

Level 2

 

Level 3

 

Assets

 

 

 

 

 

 

 

 

 

 

 

 

 

Securities available-for-sale

 

$

420,248

 

$

 

$

420,248

 

$

 

 

Assets and liabilities recorded at fair value on a nonrecurring basis:  A description of the valuation methodologies used for assets and liabilities measured at fair value on a nonrecurring basis, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.

 

Impaired Loans — From time to time, a loan is considered impaired and an allowance for credit losses is established.  The specific reserves for collateral dependent impaired loans are based on the fair value of the collateral less estimated costs to sell. The fair value of collateral was determined based on appraisals. In some cases, adjustments were made to the appraised values due to various factors including age of the appraisal, age of comparables included in the appraisal, and known changes in the market and in the collateral.  When significant adjustments were based on unobservable inputs, the resulting fair value measurement has been categorized as a Level 3 measurement.

 

Foreclosed Assets — Foreclosed assets are carried at estimated fair value of the property, less disposal costs.  The fair value of the property is determined based upon appraisals.  As with impaired loans, if significant adjustments are made to the appraised value, based on unobservable inputs, the resulting fair value measurement has been categorized as a Level 3 measurement.

 

At December 31, 2015 and June 30, 2015 the fair value of impaired loans and foreclosed assets were immaterial.

 

The Financial Instruments Topic of the FASB Accounting Standards Codification requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet, for which it is practicable to estimate that value.  Fair value is determined under the framework discussed above.  The Topic excludes all nonfinancial instruments from its disclosure requirements.  Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.  The following methods and assumptions used in estimating fair value disclosure for financial instruments are described below:

 

25


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

Cash and due from financial institutions — For cash and due from financial institutions, the current carrying amount is a reasonable estimate of fair value.

 

Interest-earning deposits — For interest-earning deposits, the current carrying amount is a reasonable estimate of fair value.

 

Time deposits with financial institutions — The fair value of fixed rate time deposits is estimated by discounting the future cash flows using the current rates for the same remaining maturities.  The fair value of variable rate time deposits approximates carrying value.

 

Securities — The fair value of securities is determined using quoted prices, when available in an active market.  If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics, or a discounted cash flows model.

 

Federal Home Loan Bank stock — For restricted equity securities, the carrying value approximates fair value.

 

Loans, net — The fair value of fixed rate loans is estimated by discounting the future cash flows using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.  The fair value of variable rate loans approximates carrying value.

 

Deposits — The carrying value of noninterest-bearing deposits approximates fair value.  The fair value of fixed rate deposits is estimated by discounting the future cash flows using the current rates for the same remaining maturities.

 

Federal funds purchased and securities sold under agreements to repurchase — For federal funds purchased and securities sold under agreements to repurchase, the carrying value approximates fair value.  As of December 31, 2015 and June 30, 2015 the Company did not have any federal funds purchased or securities sold under agreements to repurchase; however from time to time the Company will.

 

Federal Home Loan Bank borrowings — The estimated fair value of fixed rate advances from the FHLB is determined by discounting the future cash flows of existing advances using rates currently available on advances from the FHLB having similar characteristics.  Adjustable rate advances’ carrying value approximates fair value.  As of December 31, 2015 and June 30, 2015 the Company did not have any Federal Home Loan Bank borrowings; however from time to time the Company will.

 

Accrued interest — The carrying amounts of accrued interest approximate fair value.

 

Off-balance sheet items — The fair value of off-balance-sheet items is based on current fees or cost that would be charged to enter into or terminate such arrangements.  There were not considered material and are not presented in the below tables.

 

26


 

Equitable Financial Corp. and Subsidiary

 

Notes to Consolidated Financial Statements (Unaudited)

 

The estimated fair value of financial instruments is as follows:

 

 

 

 

 

 

 

 

 

 

 

 

    

Fair Value

    

Carrying

    

Estimated

 

December 31, 2015

 

Hierarchy Level

 

Amount

 

Fair Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

Level 1

 

$

3,448,241

 

$

3,448,000

 

Interest-earning deposits

 

Level 1

 

 

17,324,196

 

 

17,324,000

 

Securities available-for-sale

 

See previous table

 

 

787,648

 

 

788,000

 

Securities held-to-maturity

 

Level 2

 

 

804,909

 

 

822,000

 

Federal Home Loan Bank stock

 

Level 1

 

 

228,400

 

 

228,000

 

Loans, net

 

Level 2

 

 

189,733,008

 

 

188,985,000

 

Accrued interest receivable

 

Level 1

 

 

1,074,691

 

 

1,075,000

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

Level 2

 

 

26,213,854

 

 

26,214,000

 

Interest-bearing deposits

 

Level 2

 

 

160,021,215

 

 

165,461,000

 

Accrued interest payable and other liabilities

 

Level 1

 

 

447,252

 

 

447,000

 

 

 

 

 

 

 

 

 

 

 

 

 

 

    

Fair Value

    

Carrying

    

Estimated

 

June 30, 2015

 

Hierarchy Level

 

Amount

 

Fair Value

 

Financial assets:

 

 

 

 

 

 

 

 

 

Cash and due from financial institutions

 

Level 1

 

$

3,037,653

 

$

3,038,000

 

Interest-earning deposits

 

Level 1

 

 

18,475,000

 

 

18,475,000

 

Time deposits with financial institutions

 

Level 2

 

 

500,000

 

 

500,000

 

Securities available-for-sale

 

See previous table

 

 

420,248

 

 

420,000

 

Securities held-to-maturity

 

Level 2

 

 

3,276,752

 

 

3,298,000

 

Federal Home Loan Bank stock

 

Level 1

 

 

226,800

 

 

227,000

 

Loans, net

 

Level 2

 

 

178,423,486

 

 

178,458,000

 

Accrued interest receivable

 

Level 1

 

 

1,765,189

 

 

1,765,000

 

Financial liabilities:

 

 

 

 

 

 

 

 

 

Noninterest-bearing deposits

 

Level 2

 

 

21,779,092

 

 

21,779,000

 

Interest-bearing deposits

 

Level 2

 

 

152,989,829

 

 

151,248,000

 

Accrued interest payable and other liabilities

 

Level 1

 

 

18,408,315

 

 

18,408,000

 

 

 

Note 10.Accumulated Other Comprehensive Income (Loss)

 

Accumulated other comprehensive income (loss) components were as follows:

 

 

 

 

 

 

 

 

 

 

    

December 31, 2015

    

June 30, 2015

 

Unrealized holding losses on securities available-for-sale

 

$

(3,196)

 

$

(6,144)

 

Tax benefit

 

 

1,086

 

 

2,089

 

 

 

 

 

 

 

 

 

 

 

$

(2,110)

 

$

(4,055)

 

 

 

27


 

Note 11.Income Taxes

 

 

 

 

 

 

 

 

 

 

 

Three months ended 

 

 

    

December 31, 2015

    

December 31, 2014

 

Provision computed at the statutory federal tax rate

 

$

(128,574)

 

$

(160,453)

 

State income taxes, net of federal tax

 

 

(12,726)

 

 

(13,620)

 

Release of unearned EOSP shares and stock awards

 

 

6,537

 

 

12,073

 

Nondeductible expenses

 

 

(2,212)

 

 

(1,827)

 

Return-to-provision, net

 

 

 —

 

 

85,492

 

Other

 

 

(19,059)

 

 

2,071

 

 

 

$

(156,034)

 

$

(76,264)

 

 

 

 

 

 

 

 

 

 

 

 

 

Six months ended

 

 

 

December 31, 2015

 

December 31, 2014

 

Provision computed at the statutory federal tax rate

    

$

(235,324)

    

$

(216,972)

 

State income taxes, net of federal tax

 

 

(24,712)

 

 

(19,152)

 

Release of unearned EOSP shares and stock awards

 

 

8,483

 

 

41,967

 

Nondeductible expenses

 

 

(4,202)

 

 

(3,131)

 

Valuation allowance adjustment

 

 

79,000

 

 

 —

 

Return-to-provision, net

 

 

 —

 

 

63,875

 

Other

 

 

(18,272)

 

 

(2,813)

 

 

 

$

(195,027)

 

$

(136,226)

 

 

 

 

28


 

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

 

Management’s discussion and analysis of financial condition and results of operations at December 31, 2015 and for the three and six months ended December 31, 2015 and 2014 is intended to assist in understanding the financial condition and results of operations of the Company.  The information contained in this section should be read in conjunction with the unaudited consolidated financial statements and the notes thereto, appearing in Part I, Item 1 of this report.  All references herein to the “Company”, “we”, “us”, or similar terms refer to Equitable Financial Corp. and its subsidiary.

 

Forward-Looking Statements

 

This Form 10-Q contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to:

 

·

Statements of our goals, intentions and expectations;

 

·

Statements regarding our business plans, prospects, growth and operating strategies;

 

·

Statements regarding the quality of our loan and investment portfolios; and

 

·

Estimates of our risks and future costs and benefits.

 

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic, regulatory and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

 

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

 

·

General economic conditions, either nationally or in our market areas, that are worse than expected;

 

·

Competition among depository and other financial institutions;

 

·

Inflation and changes in the interest rate environment that reduce our margins and yields or reduce the fair value of financial instruments;

 

·

Our success in continuing to emphasize agricultural and commercial loans;

 

·

Changes in consumer spending, borrowing and savings habits;

 

·

Our ability to enter new markets successfully and capitalize on growth opportunities;

 

·

Our ability to successfully integrate acquired branches or entities;

 

·

Adverse changes in the securities markets;

 

·

Changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

 

·

Changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

 

·

Changes in our organization, compensation and benefit plans;

 

·

Our ability to retain key employees;

 

·

Changes in the level of government support for housing finance;

29


 

 

·

Significant increases in our loan losses; and

 

·

Changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

 

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

 

Overview

 

We are a Nebraska-based community bank headquartered in Grand Island, Nebraska, with full-service branch offices in Grand Island, Omaha and North Platte, Nebraska.  For most of our history as a community bank, which dates back to 1882, we have operated as a traditional thrift institution, focusing on the origination of one- to four-family residential real estate loans.  In the past 10 years, however, we have expanded our lending focus and now offer a wide range of loans to commercial businesses, agricultural borrowers and consumers – in addition to our traditional residential loan products.  We also invest in securities, primarily U.S. government agency securities, municipal bonds and mortgage-backed securities.  In addition, we offer insurance and investment products and services from locations in Grand Island, Omaha and North Platte.

 

Our results of operations depend primarily on our net interest income.  Net interest income is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities.  Our results of operations also are affected by our provisions for loan losses, non-interest income and non-interest expense.  Non-interest income currently consists primarily of service fees, rental income, gain on sales of loans and other income.  Non-interest expense currently consists primarily of expenses related to compensation and employee benefits, occupancy, data processing, advertising and promotion, professional and regulatory, federal deposit insurance premiums, net loss on other real estate owned, write-downs, sales and other operating expenses.  Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.

 

Critical Accounting Policies

 

The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  By their nature, changes in these assumptions and estimates could significantly affect our financial position or results of operations.  Actual results could differ from those estimates.

 

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

 

Discussed below are selected critical accounting policies that are of particular significance to us:

 

Allowance for Loan Losses.  The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio.  We evaluate the need to establish allowances against losses on loans on a quarterly basis.  When additional allowances are necessary, a provision for loan losses is charged to earnings.  An allowance for loan losses is maintained at a level considered necessary to provide for loan losses based upon an evaluation of known and inherent losses in the loan portfolio.  In determining the allowance for loan losses, we consider the losses inherent in the loan portfolio and changes in the nature and volume of the loan activities, along with the local economic and real estate market conditions.  We utilize a two-tier approach: (1) establishment of specific reserves for impaired loans, and (2) establishment of a general valuation allowance for the remainder of the loan portfolio.  We maintain a loan review system which allows for a periodic review of the loan portfolio and the early identification of impaired loans.  One- to four-family residential real estate loans and consumer installment loans are considered to be homogeneous and, therefore, are not separately

30


 

evaluated for impairment unless they are considered troubled debt restructurings.  A loan is considered to be a troubled debt restructuring when, to maximize the recovery of the loan we modify the borrower’s existing loan terms and conditions in response to financial difficulties experienced by the borrower.

 

In establishing specific reserves for impaired loans, we take into consideration, among other things, payment status, collateral value and the probability of collecting scheduled principal and interest payments when due.   Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and shortfalls on a case-by case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length and reason for the delay, the borrower’s prior payment record and the amount of shortfall in relation to what is owed.  A loan is deemed to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts when due according to the contractual terms of the loan agreement.  All loans identified as impaired are evaluated individually.  We do not aggregate such loans for evaluation purposes.  Loan impairment is measured based on the present value of expected future cash flows discounted at the loan’s effective interest rate or, as a practical expedient, at the loan’s observable market price or the fair value of the collateral if the loan is collateral dependent.  Payments received on impaired loans are generally applied first to principal and then to interest.

 

The general valuation allowance is based upon a combination of factors including, but not limited to, actual loan loss rates, composition of the loan portfolio, current economic conditions and management’s judgment.  Regardless of the extent of the analysis of customer performance, portfolio evaluations, trends or risk management processes established, certain inherent, but undetected losses are probable within the loan portfolio.  This is due to several factors including inherent delays in obtaining information regarding a customer’s financial condition or changes in their financial condition, the judgmental nature of individual loan evaluations, collateral assessments and the interpretation of economic trends, and the sensitivity of assumptions utilized to establish allocated allowances for homogeneous groups of loans among other factors.  These other risk factors are continually reviewed and revised by management using relevant information available at the time of the evaluation.

 

Although we believe that we use the best information available to recognize losses on loans and establish the allowance for loan losses, future additions to the allowance may be necessary based on estimates that are susceptible to change as a result of changes in economic conditions and other factors.  In addition, the OCC, as an integral part of its examination process, periodically reviews the adequacy of our allowance for loan losses.  That agency may require us to recognize additions to the allowance based on its judgments about information available to it at the time of its examination.

 

Deferred Income Taxes.  We use the asset and liability method of accounting for income taxes.  Under this method, deferred tax assets and liabilities are recognized for the future tax consequences attributable to differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax bases.  If currently available information raises doubt as to the realization of the deferred tax assets, a valuation allowance is established.  Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled.  We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax assets and liabilities.  These judgments require us to make projections of future taxable income.  The judgments and estimates we make in determining our deferred tax assets are inherently subjective and are reviewed on a continual basis as regulatory and business factors change.  Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets.  A valuation allowance that results in additional income tax expense in the period in which it is recognized would negatively affect earnings.  Management believes, based upon current facts, that it is more likely than not that there will be sufficient taxable income in future years to realize the deferred tax assets.

 

Fair Value Measurements.  We use our best judgment in estimating fair value measurements of the Bank’s financial instruments; however, there are inherent weaknesses in any estimation technique.  We utilize various assumptions and valuation techniques to determine fair value, including, but not limited to cash flows, discount rates, rate of return, adjustments for nonperformance and liquidity, quoted market prices, and appraisals.  The fair value estimates are not necessarily indicative of the actual amounts that could have been realized in a sale transaction on the dates indicated.  The estimated fair value amounts have not been re-evaluated or updated subsequent to the respective reporting dates.  As such, the estimated fair values subsequent to the respective dates may be different than the amounts reported.

 

31


 

Comparison of Financial Condition at December 31, 2015 and June 30, 2015

 

Assets.  Total assets at December 31, 2015 were $223.0 million, an increase of $8.0 million, or 3.7%, from $215.0 million at June 30, 2015.  The increase was primarily due to an increase in securities available-for-sale and net loans, partially offset by decreases in net cash and due from financial institutions and interest-earning deposits, time deposits with financial institutions, securities held-to-maturity, and foreclosed assets.    Securities available-for-sale increased $367,000, or 87.4%, to $788,000 at December 31, 2015 from $420,000 at June 30, 2015.  This increase was a result of purchasing one security classified as available-for-sale.  Net loans increased $11.3 million, or 6.3%, to $189.7 million at December 31, 2015 from $178.4 million at June 30, 2015.  The Company experienced loan growth in all three market areas. Net cash and due from financial institutions and interest-bearing deposits decreased $740,000, or 3.4%, to $20.8 million at December 31, 2015 from $21.5 million at June 30, 2015.  This reduction was due to the increase in net loans, purchase of a security, and cash distributed to potential stockholders for over subscription on stock offering.  All time deposits with financial institutions had matured as of December 31, 2015 resulting in a zero balance compared to $500,000 at June 30, 2015.  Securities held-to-maturity decreased $2.5 million, or 75.8%, to $805,000 at December 31, 2015 from $3.3 million at June 30, 2015.  This decrease was primarily due to one security being called.  Foreclosed assets decreased $13,000, or 3.6%, to $337,000 at December 31, 2015 from $350,000 at June 30, 2015.  This decrease was a result of selling items on hand.

 

Nonperforming Assets and Allowance for Loan Losses.  We had non-performing assets of $2.8 million, or 1.2% of total assets as of December 31, 2015 and $1.8 million, or 0.9% of total assets as of June 30, 2015.  The allowance for loan losses totaled $2.8 million at December 31, 2015 and $2.6 million at June 30, 2015.  This represents a ratio of the allowance for loan losses to gross loans receivable of 1.5% at December 31, 2015 and 1.4% at June 30, 2015.  The allowance for loan losses to non-performing loans was 126.7% at December 31, 2015 and 123.5% at June 30, 2015.  This change is a result of an increase in nonperforming loans.

 

Deposits. Total deposits increased $11.5 million, or 6.6%, to $186.2 million at December 31, 2015 from $174.8 million at June 30, 2015.  The increase in deposits was a result of increases in non-interest bearing demand, interest-bearing NOW, money market, and savings account types.  Non-interest bearing demand accounts increased $4.4 million or, 20.4%, to $26.2 million at December 31, 2015 from $21.8 million at June 30, 2015.  Interest bearing NOW accounts increased $618,000, or 1.5% to $41.8 million at December 31, 2015 from $41.2 million at June 30, 2015.  Money market deposits increased $7.7 million, or 14.9%, to $59.0 million at December 31, 2015 from $51.3 million at June 30, 2015.  Savings accounts increased $958,000, or 7.3% to $14.0 million at December 31, 2015 from $13.1 million at June 30, 2015.  Certificates of deposit decreased $2.2 million, or 4.6%, to $45.2 million at December 31, 2015 from $47.4 million at June 30, 2015.

 

Stockholders’ Equity. Total stockholder’s equity increased $14.4 million, or 69.0% to $35.4 million at December 31, 2015 from $21.0 million at June 30, 2015.  This increase was a result of the stock offering and net income of $497,000.

 

Comparison of Operating Results for the Three Months Ended December 31, 2015 and 2014

 

General. Net income for the three months ended December 31, 2015 was $222,000.  This represented a decrease of $174,000, or 43.9%, from net income of $396,000 for the three months ended December 31, 2014.

 

Interest Income. Total interest income for the three months ended December 31, 2015 increased $206,000, or 11.1%, to $2.1 million, from $1.9 million for the three months ended December 31, 2014.  The increase in interest income was due to increases in loans and interest-bearing bank balances. 

 

Interest income from loans increased $230,000, or 12.7%, to $2.0 million for the three months ended December 31, 2015 from $1.8 million for the same period in 2014.  The increase in interest income from loans was due primarily to an increase of $24.4 million in average loan balances.  Average loan balances were $187.1 million for the three months ended December 31, 2015 compared to $162.8 million for the three months ended December 31, 2014.  The increase in our average loan balance was primarily due to increased loan demand, primarily attributable to improved economic conditions in our market areas and growth in commercial loans originated by our Omaha branch.  The average yield on loans decreased 9 basis points to 4.35% during the three months ended December 31, 2015 from 4.44% for the three months ended December 31, 2014.

 

32


 

Interest income from interest-bearing balances increased $5,000, or 62.5%, to $13,000 for the three months ended December 31, 2015 from $8,000 for the three months ended December 31, 2014.  This increase was due to an increase in average balances.

 

Interest income from securities and FHLB Stock decreased $28,000, or 58.3%, to $20,000 for the three months ended December 31, 2015 from $48,000 for the three months ended December 31, 2014.  The cause for these decreases is primarily a reduction in average balances.

 

Interest Expense.   Interest expense decreased $34,000, or 11.5%, to $258,000 for the three months ended December 31, 2015 from $292,000 for the three months ended December 31, 2014.  Interest expense on deposits increased $27,000, or 11.8%, to $258,000 for the three months ended December 31, 2015 from $231,000 for the three months ended December 31, 2014.  This increase is primarily due to increased average balances.  Average balances for the three months ended December 31, 2015 was $162.7 million compared to $140.5 million for the three months ended December 31, 2014.  Interest expense on FHLB advances decreased $61,000, or 100.0%, to nothing for the three months ended December 31, 2015 compared to $61,000 for the three months ended December 31, 2014.  This was a result of no FHLB advances outstanding during the three months ended December 31, 2015.

 

Net Interest Income. Net interest income increased $240,000, or 15.3%, to $1.8 million for the three months ended December 31, 2015 from $1.6 million for the three months ended December 31, 2014.  Average interest-earning assets were $206.7 million for the three months ended December 31, 2015 and $179.9 million for the three months ended December 31, 2014, while the average yield was 4.00% and 4.14% for the respective periods.  Our net interest spread remained the same for the three months ended December 31, 2015 and 2014 at 3.37%.  Our net interest margin increased 1 basis point to 3.50% for the three months ended December 31, 2015 from 3.49% for the three months ended December 31, 2014.  The ratio of average interest-earning assets to average interest-bearing liabilities increased 824 basis points to 127.1% for the three months ended December 31, 2015 from 118.9% for the three months ended December 31, 2014.

 

Provision for Loan Losses.   We establish provisions for loan losses, which are charged to operations, at a level management believes is appropriate to absorb probable incurred credit losses in the loan portfolio.  In evaluating the level of the allowance for loan losses, management considers historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions.  This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change.  Based on our evaluation of these factors, we recorded a provision for loan losses of $84,000 for the three months ended December 31, 2015 and a provision benefit of $20 for the three months ended December 31, 2014.  The provision for loan losses for the three months ended December 31, 2015 was primarily a result of loan growth.  The allowance for loan losses was $2.8 million, or 1.5% of loans outstanding at December 31, 2015 compared to 1.4% of loans outstanding at December 31, 2014.  The non-performing assets to total assets ratio at December 31, 2015 was 1.2% as compared to 0.6% at December 31, 2014.  The level of the allowance is based on estimates and the ultimate losses may vary from estimates.

 

Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as necessary in order to maintain the adequacy of the allowance.  While management uses available information to recognize losses on loans, future loan loss provisions may be necessary based on changes in economic conditions.  In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may request to recognize additional provisions based on their judgment of information available to them at the time of their examination. The allowance for loan losses as of December 31, 2015 was maintained at a level that represents management’s best estimate of inherent losses in the loan portfolio, such losses were both probable and reasonably estimable.

 

Non-Interest Income. Non-interest income increased $19,000, or 3.1%, to $612,000 for the three months ended December 31, 2015 from $594,000 for the three months December 31, 2014.  The Company experienced increases in brokerage fee income, other loan fees and other income.  Offsetting these increases was a decrease in service charges on deposit accounts and gain on sale of loans.  Brokerage fee income increased $11,000, or 7.4%, to $156,000 for the three months ended December 31, 2015 from $146,000 for the three months ended December 31, 2014.  Other loan fees increased $7,000, or 10.1%, to $72,000 for the three months ended December 31, 2015 from $65,000 for the three months December 31, 2014.  Other income increased $16,000, or 49.3%, to $49,000 for the three months ended December 31, 2015 from $33,000 for the three months ended December 31, 2014.  Service charges on deposit accounts decreased $7,000, or 4.6%, to $138,000 for the three months ended December 31, 2015 from $145,000 for the three months ended December

33


 

31, 2014. Gain on sale of loans decreased $8,000, or 4.1%, to $197,000 for the three months ended December 31, 2015 from $205,000 for the three months ended December 31, 2014. 

 

Non-Interest Expense Non-interest expense increased $268,000, or 15.8%, to $2.0 million for the three months ended December 31, 2015 from $1.7 million for the three months ended December 31, 2014.  This increase is primarily due to increases in salaries and employee benefits, data processing fees, advertising and public relations, and professional fees.  Salaries and employee benefits increased $17,000, or 1.6%. For the three months ended December 31, 2015 and 2014 salaries and employee benefits were $1.1 million.  This increase was due to customary raises and increased benefits costs for existing personnel and bonuses tied to bank performance.  Data processing fees, advertising and public relations and professional fees together increased $243,000, or 262.6%, to $336,000 for the three months ended December 31, 2015 from $93,000 for the three months ended December 31, 2014.  The increases were primarily attributable to non-recurring vendor related rebates received in 2014 as well as the increased costs of being a public company. Offsetting these increases was a decrease in occupancy and equipment of $14,000, or 6.1%.  For the three months ended December 31, 2015 occupancy and equipment expense was $212,000 compared to $226,000 for the three months ended December 31, 2014.

 

Income Tax Expense. For the three months ended December 31, 2015, income tax expense was $156,000 compared to $76,000 for the three months ended December 31, 2014.  The effective tax rate for the three months December 31, 2015 was 41.3% compared to 16.2% for the three months ended December 31, 2014.  This change was largely attributable to a return to provision of $85,000 for the three months ended December 31, 2014.

 

Comparison of Operating Results for the Six Months Ended December 31, 2015 and 2014

 

General. Net income for the six months ended December 31, 2015 was $497,000.  This represented a decrease of $5,000, or 1.0%, from net income of 502,000 for the six months ended December 31, 2014.

 

Interest Income. Total interest income for the six months ended December 31, 2015 increased $491,000, or 13.3%, to $4.2 million, from $3.7 million for the six months ended December 31, 2015.  The increase in interest income was due to increases in loans and interest-bearing bank balances. 

 

Interest income from loans increased $522,000, or 14.5%, to $4.1 million for the six months ended December 31, 2015 from $3.6 million for the same period in 2014.  The increase in interest income from loans was due primarily to an increase of $23.1 million in average loan balances.  Average loan balances were $185.4 million for the six months ended December 31, 2015 compared to $162.2 million for the six months ended December 31, 2014.  The increase in our average loan balance was primarily due to increased loan demand, primarily attributable to improved economic conditions in our market areas and growth in commercial loans originated by our Omaha branch.  The average yield on loans increased 1 basis point to 4.44% during the six months ended December 31, 2015 from 4.43% for the six months ended December 31, 2014.

 

Interest income from interest-bearing balances increased $9,000, or 75.0%, to $21,000 for the six months ended December 31, 2015 from $12,000 for the six months ended December 31, 2014.  This increase was due to an increase in average balances.

 

Interest income from securities and FHLB Stock decreased $39,000, or 39.8%, to $59,000 for the six months ended December 31, 2015 from $98,000 for the six months ended December 31, 2014.  The cause for these decreases is primarily a reduction in average balances.

 

Interest Expense.   Interest expense decreased $57,000, or 10.1%, to $506,000 for the six months ended December 31, 2015 from $563,000 for the six months ended December 31, 2014.  Interest expense on deposits increased $65,000, or 14.7%, to $506,000 for the six months ended December 31, 2015 from $441,000 for the six months ended December 31, 2014.  This increase is primarily due to increased average balances.  Average balances for the six months ended December 31, 2015 was $156.2 million compared to $135.6 million for the six months ended December 31, 2014.  Interest expense on FHLB advances decreased $122,000, or 100.0%, to nothing for the six months ended December 31, 2015 compared to $122,000 for the six months ended December 31, 2014.  This was a result of no FHLB advances outstanding during the six months ended December 31, 2015.

 

Net Interest Income. Net interest income increased $548,000, or 17.5%, to $3.7 million for the six months ended December 31, 2015 from $3.1 million for the six months ended December 31, 2014.  Average interest-earning assets were

34


 

$202.1 million for the six months ended December 31, 2015 and $174.4 million for the six months ended December 31, 2014, while the average yield was 4.15% and 4.25% for the respective periods.  Our net interest spread increased 2 basis points for the six months December 31, 2015 to 3.50% from 3.48% for the six months ended December 31, 2014.  Our net interest margin increased 5 basis points to 3.65% for the six months ended December 31, 2015 from 3.60% for the six months ended December 31, 2014.  The ratio of average interest-earning assets to average interest-bearing liabilities increased 1,105 basis points to 129.4% for the six months ended December 31, 2015 from 118.4% for the six months ended December 31, 2014.

 

Provision for Loan Losses.   We establish provisions for loan losses, which are charged to operations, at a level management believes is appropriate to absorb probable incurred credit losses in the loan portfolio.  In evaluating the level of the allowance for loan losses, management considers historical loss experience, the types of loans and the amount of loans in the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions.  This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change.  Based on our evaluation of these factors, we recorded a provision for loan losses of $157,000 for the six months ended December 31, 2015 and a provision of $147,000 for the six months ended December 31, 2014.  The provision for loan losses for the six months ended December 31, 2015 and 2014 was primarily a result of loan growth.  The allowance for loan losses was $2.8 million, or 1.5% of loans outstanding at December 31, 2015 compared to 1.4% of loans outstanding at December 31, 2014.  The non-performing assets to total assets ratio at December 31, 2015 was 1.2% as compared to 0.6% at December 31, 2014.  The level of the allowance is based on estimates and the ultimate losses may vary from estimates.

 

Management assesses the allowance for loan losses on a quarterly basis and makes provisions for loan losses as necessary in order to maintain the adequacy of the allowance.  While management uses available information to recognize losses on loans, future loan loss provisions may be necessary based on changes in economic conditions.  In addition, various regulatory agencies, as an integral part of their examination process, periodically review the allowance for loan losses and may request to recognize additional provisions based on their judgment of information available to them at the time of their examination. The allowance for loan losses as of December 31, 2015 was maintained at a level that represents management’s best estimate of inherent losses in the loan portfolio, such losses were both probable and reasonably estimable.

 

Non-Interest Income. Non-interest income increased $60,000, or 5.2%. For the six months ended December 31, 2015 and 2014 non-interest income was $1.2 million.  The Company experienced increases in brokerage fee income, other loan fees and other income.  Offsetting these increases was a decrease in service charges on deposit accounts and gain on sale of loans.  Brokerage fee income increased $41,000, or 14.9%, to $314,000 for the six months ended December 31, 2015 from $273,000 for the six months ended December 31, 2014.  Other loan fees increased $11,000, or 9.0%, to $140,000 for the six months ended December 31, 2015 from $128,000 for the six months December 31, 2014.  Other income increased $24,000, or 50.2%, to $73,000 for the six months ended December 31, 2015 from $49,000 for the six months ended December 31, 2014.  Service charges on deposit accounts decreased $13,000, or 4.4%, to $285,000 for the six months ended December 31, 2015 from $299,000 for the six months ended December 31, 2014. Gain on sale of loans decreased $3,000, or 0.8%, to $413,000 for the six months ended December 31, 2015 from $416,000 for the six months ended December 31, 2014. 

 

Non-Interest Expense Non-interest expense increased $544,000, or 15.4%, to $4.1 million for the six months ended December 31, 2015 from $3.5 million for the six months ended December 31, 2014.  This increase is primarily due to increases in salaries and employee benefits, director and committee fees, data processing fees, advertising and public relations, and professional fees.  Salaries and employee benefits increased $103,000, or 4.8%, to $2.3 million for the six months ended December 31, 2015 from $2.2 million for the six months ended December 31, 2014.  This increase was due to customary raises and increased benefits costs for existing personnel and bonuses tied to bank performance.  Director and committee fees increased $15,000, or 22.9%, to $81,000 for the six months ended December 31, 2015 from $66,000 for the six months ended December 31, 2014.  Data processing fees, advertising and public relations, and professional fees increased $411,000, or 142.1%, to $701,000 for the six months ended December 31, 2015 from $289,000 for the six months ended December 31, 2014.  The increases were primarily attributable to non-recurring vendor rebates received in 2014 as well as the increased costs of being a public company. Offsetting these increases was a decrease in occupancy and equipment of $20,000, or 4.5%.  For the six months ended December 31, 2015 occupancy and equipment expense was $432,000 compared to $452,000 for the six months ended December 31, 2014.

 

35


 

Income Tax Expense. For the six months ended December 31, 2015, income tax expense was $195,000 compared to $136,000 for the six months ended December 31, 2014.  The effective tax rate for the six months ended December 31, 2015 was 28.2% compared to 21.3% for the six months ended December 31, 2014.  This increase in effective tax was due to a $33,000 change in the effect of realizing expense on the release of ESOP shares and amortizing stock awards.  Also increasing effective income tax was a change in the amount of return to provision recorded of $64,000.  Offsetting these increases was the adjustment to the valuation allowance of $79,000 during the six months ended December 31, 2015.

 

 

Analysis of Net Interest Income

 

The following table sets forth average balance sheets, average yields and costs and certain other information for the periods indicated.  No tax equivalent adjustments were made.  All average balances are monthly average balances.  Non-accruing loans have been included in the table as loans carrying a zero yield.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Three Months Ended December 31, 

 

 

 

2015

 

2014

 

 

 

Average

 

Interest

 

 

 

Average

 

Interest

 

 

 

 

 

Outstanding

 

Earned/

 

 

 

Outstanding

 

Earned/

 

 

 

 

    

Balance

    

Paid

    

Yield/Cost

    

Balance

    

Paid

    

Yield/Cost

 

 

 

(Dollars in thousands)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning deposits in other financial institutions

 

$

16,977

 

$

13

 

0.31%

 

$

12,398

 

$

8

 

0.26%

 

Securities

 

 

2,398

 

 

19

 

3.17%

 

 

4,163

 

 

42

 

4.04%

 

Loans receivable

 

 

187,143

 

 

2,035

 

4.35%

 

 

162,758

 

 

1,806

 

4.44%

 

FHLB common stock

 

 

228

 

 

1

 

1.75%

 

 

546

 

 

6

 

4.40%

 

Total interest-earning assets

 

 

206,746

 

 

2,068

 

4.00%

 

 

179,865

 

 

1,862

 

4.14%

 

Total noninterest-earning assets

 

 

13,627

 

 

 

 

 

 

 

15,433

 

 

 

 

 

 

Total assets

 

$

220,373

 

 

 

 

 

 

$

195,298

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings accounts

 

$

17,332

 

$

10

 

0.23%

 

$

12,574

 

$

7

 

0.22%

 

NOW accounts

 

 

42,517

 

 

43

 

0.40%

 

 

37,345

 

 

35

 

0.37%

 

Money market accounts

 

 

57,362

 

 

97

 

0.68%

 

 

41,488

 

 

62

 

0.60%

 

Certificates of deposit

 

 

45,453

 

 

108

 

0.95%

 

 

49,063

 

 

127

 

1.04%

 

Total deposits

 

 

162,664

 

 

258

 

0.63%

 

 

140,470

 

 

231

 

0.66%

 

FHLB advances

 

 

 —

 

 

 —

 

0.00%

 

 

10,853

 

 

61

 

2.25%

 

Total interest-bearing liabilities

 

 

162,664

 

 

258

 

0.63%

 

 

151,323

 

 

292

 

0.77%

 

Noninterest-bearing demand deposits - checking accounts

 

 

18,623

 

 

 

 

 

 

 

21,471

 

 

 

 

 

 

Other liabilities

 

 

7,342

 

 

 

 

 

 

 

2,210

 

 

 

 

 

 

Total liabilities

 

 

188,629

 

 

 

 

 

 

 

175,004

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

31,744

 

 

 

 

 

 

 

20,294

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$

220,373

 

 

 

 

 

 

$

195,298

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

$

1,810

 

 

 

 

 

 

$

1,570

 

 

 

Net interest rate spread

 

 

 

 

 

 

 

3.37%

 

 

 

 

 

 

 

3.37%

 

Net interest-earning assets

 

$

44,082

 

 

 

 

 

 

$

28,542

 

 

 

 

 

 

Net interest margin

 

 

 

 

 

 

 

3.50%

 

 

 

 

 

 

 

3.49%

 

Average interest-earning assets to average interest-bearing liabilities

 

 

 

 

 

 

 

127.10%

 

 

 

 

 

 

 

118.86%

 

 

 

36


 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

For the Six Months Ended December 31, 

 

 

 

2015

 

2014

 

 

 

Average

 

Interest

 

 

 

Average

 

Interest

 

 

 

 

 

Outstanding

 

Earned/

 

 

 

Outstanding

 

Earned/

 

 

 

 

 

Balance

 

Paid

 

Yield/Cost

 

Balance

 

Paid

 

Yield/Cost

 

 

 

(Dollars in thousands)

 

Interest-earning assets:

    

 

 

    

 

 

    

 

    

 

 

    

 

 

    

 

 

Interest-earning deposits in other financial institutions

 

$

13,416

 

 

21

 

0.31%

 

$

7,291

 

$

12

 

0.33%

 

Securities

 

 

3,098

 

 

57

 

3.68%

 

 

4,287

 

 

86

 

4.01%

 

Loans receivable

 

 

185,388

 

 

4,113

 

4.44%

 

 

162,241

 

 

3,592

 

4.43%

 

FHLB common stock

 

 

227

 

 

2

 

1.76%

 

 

551

 

 

12

 

4.36%

 

Total interest-earning assets

 

 

202,129

 

 

4,193

 

4.15%

 

 

174,370

 

 

3,702

 

4.25%

 

Total noninterest-earning assets

 

 

14,033

 

 

 

 

 

 

 

15,479

 

 

 

 

 

 

Total assets

 

$

216,162

 

 

 

 

 

 

$

189,849

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings accounts

 

$

13,550

 

$

16

 

0.24%

 

$

12,372

 

$

16

 

0.26%

 

NOW accounts

 

 

41,578

 

 

83

 

0.40%

 

 

36,043

 

 

64

 

0.36%

 

Money market accounts

 

 

54,901

 

 

186

 

0.68%

 

 

40,580

 

 

118

 

0.58%

 

Certificates of deposit

 

 

46,150

 

 

221

 

0.96%

 

 

46,671

 

 

243

 

1.04%

 

Total deposits

 

 

156,179

 

 

506

 

0.65%

 

 

135,666

 

 

441

 

0.65%

 

Federal funds purchased and securities sold under repurchase agreements

 

 

 —

 

 

 —

 

0.00%

 

 

346

 

 

1

 

0.58%

 

FHLB advances

 

 

 —

 

 

 —

 

0.00%

 

 

11,297

 

 

122

 

2.16%

 

Total interest-bearing liabilities

 

 

156,179

 

 

506

 

0.65%

 

 

147,309

 

 

563

 

0.76%

 

Noninterest-bearing demand deposits - checking accounts

 

 

22,131

 

 

 

 

 

 

 

20,245

 

 

 

 

 

 

Other liabilities

 

 

7,150

 

 

 

 

 

 

 

2,109

 

 

 

 

 

 

Total liabilities

 

 

185,460

 

 

 

 

 

 

 

169,663

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Stockholders' equity

 

 

30,702

 

 

 

 

 

 

 

20,186

 

 

 

 

 

 

Total liabilities and stockholders' equity

 

$

216,162

 

 

 

 

 

 

$

189,849

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net interest income

 

 

 

 

$

3,687

 

 

 

 

 

 

$

3,139

 

 

 

Net interest rate spread

 

 

 

 

 

 

 

3.50%

 

 

 

 

 

 

 

3.48%

 

Net interest-earning assets

 

$

45,950

 

 

 

 

 

 

$

27,061

 

 

 

 

 

 

Net interest margin

 

 

 

 

 

 

 

3.65%

 

 

 

 

 

 

 

3.60%

 

Average interest-earning assets to average interest-bearing liabilities

 

 

 

 

 

 

 

129.42%

 

 

 

 

 

 

 

118.37%

 

 

Rate/Volume Analysis

 

The following table presents the dollar amount of changes in interest income and interest expense for major components of interest-earning assets and interest-bearing liabilities.  It distinguishes between the changes related to outstanding balances and those due to the changes in interest rates.  For each category of interest-earning assets and interest-bearing liabilities, information is provided on changes attributable to (i) changes in volume (i.e., changes in volume multiplied by old rate) and (ii) changes in rate (i.e., changes in rate multiplied by old volume).  For purposes of this table,

37


 

changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately to the change due to volume and the change due to rate.

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Three Months Ended

 

Six Months Ended

 

 

 

December 31, 2015 vs. 2014

 

December 31, 2015 vs. 2014

 

 

 

Increase (Decrease)

 

Total

 

Increase (Decrease)

 

Total

 

 

 

Due to

 

Increase

 

Due to

 

Increase

 

 

    

Volume

    

Rate

    

(Decrease)

    

Volume

    

Rate

    

(Decrease)

 

 

 

(Dollars in thousands)

 

Interest-earning assets:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-earning deposits in other financial institutions

 

$

4

 

$

1

 

$

5

 

$

9

 

$

 —

 

$

9

 

Securities

 

 

(15)

 

 

(8)

 

 

(23)

 

 

(22)

 

 

(7)

 

 

(29)

 

FHLB Stock

 

 

(2)

 

 

(3)

 

 

(5)

 

 

(5)

 

 

(5)

 

 

(10)

 

Loans receivable

 

 

266

 

 

(37)

 

 

229

 

 

515

 

 

6

 

 

521

 

Total interest-earning assets

 

 

253

 

 

(47)

 

 

206

 

 

497

 

 

(6)

 

 

491

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Interest-bearing liabilities:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Savings accounts

 

 

4

 

 

(1)

 

 

3

 

 

2

 

 

(2)

 

 

 —

 

NOW accounts

 

 

4

 

 

4

 

 

8

 

 

12

 

 

7

 

 

19

 

Money market accounts

 

 

25

 

 

10

 

 

35

 

 

47

 

 

22

 

 

69

 

Certificates of deposit

 

 

(10)

 

 

(9)

 

 

(19)

 

 

(3)

 

 

(19)

 

 

(22)

 

Federal funds purchased and securities sold under repurchase agreements

 

 

 —

 

 

 —

 

 

 —

 

 

(1)

 

 

 —

 

 

(1)

 

FHLB advances

 

 

 —

 

 

(61)

 

 

(61)

 

 

 —

 

 

(122)

 

 

(122)

 

Total interest-bearing liabilities

 

 

23

 

 

(57)

 

 

(34)

 

 

57

 

 

(114)

 

 

(57)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Change in net interest income

 

$

230

 

$

10

 

$

240

 

$

440

 

$

108

 

$

548

 

 

Liquidity and Capital Resources

 

We maintain liquid assets at levels we consider adequate to meet our liquidity needs.  Liquid assets, which include cash and cash equivalents, interest-earning time deposits with other financial institutions and securities available-for-sale, totaled $21.6 million, or 9.7% of total assets at December 31, 2015, as compared to $22.4 million, or 10.2% of total assets, at June 30, 2015.   We adjust our liquidity levels to fund deposit outflows, pay real estate taxes on mortgage loans, repay our borrowings and to fund loan commitments.  We also adjust liquidity as appropriate to meet asset and liability management objectives.

 

Our primary sources of liquidity are deposits, amortization and prepayment of loans and mortgage-backed securities, maturities of investment securities and other short-term investments, and earnings and funds provided from operations.  While scheduled principal repayments on loans and mortgage-backed securities are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition.  We set the interest rates on our deposits to maintain a desired level of total deposits.  In addition, we invest excess funds in short-term interest-earning investments and other assets, which provide liquidity to meet lending requirements.  Short-term interest-earning deposits with the FHLB of Topeka and Midwest Independent Bank amounted to $17.5 million at December 31, 2015 and $18.5 million at June 30, 2015.

 

A significant portion of our liquidity consists of securities classified as available-for-sale and cash and cash equivalents, which are a product of our operating, investing and financing activities.  Our primary sources of cash are net income, principal repayments on loans and mortgage-backed securities, and increases in deposit accounts, along with advances from the FHLB of Topeka.

 

Liquidity management is both a daily and long-term function of business management.  If we require funds beyond our ability to generate them internally, borrowing agreements exist with the Federal Home Loan Bank of Topeka which provides an additional source of funds.

 

38


 

Our cash flows are comprised of three classifications: cash flows from operating activities, investing activities, and financing activities.  Net cash provided by operating activities was $471,000 and $867,000 for the six months ended December 31, 2015 and 2014, respectively.  Net cash used by investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans, proceeds from sales, calls, and maturities of securities and proceeds from the pay downs on mortgage-backed securities, was $9.2 million and $7.1 million for the six months ended December 31, 2015 and 2014, respectively.  During the six months ended December 31, 2015 the Company purchased $469,000 of securities classified as available-for-sale.  During the six months ended December 31, 2014 there were no securities purchased or sold.  Net cash provided and used by financing activities, consisted primarily of deposit account activity and costs associated with the stock offering.  For the six months ended December 31, 2015 and 2014 net cash provided by financing activities was $8.0 million and $15.1 million, respectively.

 

Off-Balance-Sheet Arrangements.  In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles are not recorded in our financial statements.  These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk.  Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, unused lines of credit and standby letters of credit.

 

For the six months ended December 31, 2015, we did not engage in any off-balance sheet transactions, other than loan origination commitments, unused lines of credit and standby letters of credit in the normal course of our lending activities.

 

Recent Accounting Pronouncements

 

For information with respect to recent accounting pronouncements that are applicable to the Company, please see Note 3 of the notes to the Company’s consolidated financial statements, beginning on page 9.

 

Effect of Inflation and Changing Prices

 

The unaudited consolidated financial statements and related data presented herein have been prepared in accordance with accounting principles generally accepted in the United States of America, which generally require the measurement of financial position and operating results in terms of historical dollars, without considering changes in relative purchasing power over time due to inflation.  Unlike most industrial companies, virtually all of the Company’s assets and liabilities are monetary in nature.  As a result, interest rates generally have a more significant impact on the Company’s performance than does the effect of inflation.  Interest rates do not necessarily move in the same direction or in the same magnitude as the prices of goods and services, because such prices are affected by inflation to a larger extent than interest rates.

 

Item 3.Quantitative and Qualitative Disclosures About Market Risk.

 

This item is not applicable because we are a smaller reporting company.

 

Item 4.Controls and Procedures

 

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures.  Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures are effective.  In addition, there have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

39


 

PART II – OTHER INFORMATION

 

Item 1.Legal Proceedings.

 

At December 31, 2015, there were no material legal proceedings to which the Company is a party or of which any of its property is subject.  From time to time, the Company is a party to various legal proceedings incident to its business.

 

Item 1A.Risk Factors.

 

This item is not applicable because we are a smaller reporting company.

 

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

 

None.

 

Item 3.Defaults Upon Senior Securities.

 

None.

 

Item 4.Mine Safety Disclosures.

 

Not applicable.

 

Item 5.Other Information.

 

None.

 

Item 6.Exhibits.

 

 

2.1

Plan of Conversion and Reorganization (Incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1, file no. 333-202707, originally filed on March 12, 2015)

 

 

 

 

3.1

Articles of Incorporation of Equitable Financial Corp. (Incorporated by reference to Exhibit 3.1 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015, file no. 001-37489, filed on September 23, 2015)

 

 

 

 

3.2

Bylaws of Equitable Financial Corp. (Incorporated by reference to Exhibit 3.2 to the Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2015, file no. 001-37489, filed on September 23, 2015)

 

 

 

 

4

Form of Common Stock Certificate of Equitable Financial Corp.  (Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-1, file no. 333-202707, originally filed on March 12, 2015)

 

 

 

 

31.1

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

 

 

 

 

31.2

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

 

 

 

 

32.1

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

32.2

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

 

101

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statement of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

 

40


 

 

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.

 

 

EQUITABLE FINANCIAL CORP.

 

 

 

Dated: February 10, 2016

By:

/s/ Thomas E. Gdowski

 

 

Thomas E. Gdowski

 

 

President and CEO

 

 

 

 

 

 

Dated: February 10, 2016

By:

/s/ Darcy M. Ray

 

 

Darcy M. Ray

 

 

CFO

 

 

41


 

EXHIBIT INDEX

 

Exhibit
Number

 

Description

2.1

 

Plan of Conversion and Reorganization (Incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1, file no. 333-202707, originally filed on March 12, 2015)

 

 

 

3.1

 

Articles of Incorporation of Equitable Financial Corp. (Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, file no. 333-202707, originally filed on March 12, 2015)

 

 

 

3.2

 

Bylaws of Equitable Financial Corp. (Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, file no. 333-202707, originally filed on March 12, 2015)

 

 

 

4

 

Form of Common Stock Certificate of Equitable Financial Corp.  (Incorporated by reference to Exhibit 4 to the Company’s Registration Statement on Form S-1, file no. 333-202707, originally filed on March 12, 2015)

 

 

 

31.1

 

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

 

 

 

31.2

 

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

 

 

 

32.1

 

Certification of Principal Executive Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

32.2

 

Certification of Principal Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

 

 

101

 

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2015, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Consolidated Statement of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to Consolidated Financial Statements.

 

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