WCF Bancorp, Inc. - FORM 10-Q

Attached files

file	filename
EX-32 - EXHIBIT 32 - WCF Bancorp, Inc.	wcffinancialbankq2exhibit32.htm
EX-31.2 - EXHIBIT 31.2 - WCF Bancorp, Inc.	wcffinancialbankq2exhibit312.htm
EX-31.1 - EXHIBIT 31.1 - WCF Bancorp, Inc.	wcffinancialbankq2exhibit311.htm

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q


[X]	Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange Act of 1934

For the quarterly period ended June 30, 2016


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

For the transition period from _______________ to _______________

Commission File No. 001-37382

WCF Bancorp, Inc.

(Exact name of registrant as specified in its charter)



Iowa		81-2510023
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification Number)

401 Fair Meadow Drive, Webster City, Iowa		50595
(Address of Principal Executive Offices)		(Zip Code)

(515) 832-3071

(Registrant’s telephone number)

N/A

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

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

YES [ ] NO [X]

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

YES [ ] NO [X]

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. (Check one)



Large accelerated filer [ ]		Accelerated filer [ ]
Non-accelerated filer [ ]		Smaller reporting company [X]
(Do not check if 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 [X]

As of August 11, 2016, the Registrant had 2,563,224 shares of its common stock, par value $0.01 per share, issued and outstanding.

WCF Bancorp, Inc.

Form 10-Q

Index



		Page
Part I - Financial Information

Item 1	Consolidated Financial Statements

	Consolidated Balance Sheets as of June 30, 2016 (unaudited) and December 31, 2015	1

	Consolidated Statements of Income for the Three and Six Months Ended June 30, 2016 and 2015 (unaudited)	2

	Consolidated Statements of Comprehensive Income (Loss) for the Three and Six Months Ended June 30, 2016 and 2015 (unaudited)	3

	Consolidated Statements of Changes in Equity for the Six Months Ended June 30, 2016 and 2015 (unaudited)	4

	Consolidated Statements of Cash Flows for the Six Months Ended June 30, 2016 and 2015 (unaudited)	5

	Notes to Consolidated Financial Statements (unaudited)	6

Item 2	Management’s Discussion and Analysis of Financial Condition and Results of Operations	23

Item 3	Quantitative and Qualitative Disclosures about Market Risk	27

Item 4	Controls and Procedures	27

Part II - Other Information

Item 1	Legal Proceedings	28

Item 1A	Risk Factors	28

Item 2	Unregistered Sales of Equity Securities and Use of Proceeds	28

Item 3	Defaults upon Senior Securities	28

Item 4	Mine Safety Disclosures	28

Item 5	Other Information	29

Item 6	Exhibits	29

	Signature Page	30

EXPLANATORY NOTE

WCF Bancorp, Inc., an Iowa corporation (the “Company” or the “Registrant”), was formed on March 8, 2016 to serve as the savings and loan holding company for WCF Financial Bank (the “Bank”) as part of the mutual-to-stock conversion WCF Financial, M.H.C. As of June 30, 2016, the conversion had not been completed, and, as of that date, the Registrant had no assets or liabilities, and had not conducted any business other than that of an organizational nature. Accordingly, financial and other information of Webster City Federal Bancorp, the Bank’s predecessor savings and loan holding company, is included in this Quarterly Report.

Part I – Financial Information

Item 1 Financial Statements

Webster City Federal Bancorp and Subsidiaries

Consolidated Balance Sheets

June 30, 2016 (Unaudited) and December 31, 2015



Assets	June 30, 2016			December 31, 2015
Cash and due from banks	$	4,597,563		$	5,350,561
Federal funds sold	25,940,000			3,516,000
Cash and cash equivalents	30,537,563			8,866,561
Time deposits in other financial institutions	3,065,000			2,950,111
Securities available-for-sale, at fair value	38,836,169			36,525,732
Loans	58,941,156			57,885,240
Allowance for loan losses	(516,255		)	(505,178		)
Loans receivable, net	58,424,901			57,380,062
Federal Home Loan Bank (FHLB) stock, at cost	414,800			452,700
Bankers' Bank stock, at cost	147,500			147,500
Office property and equipment, net	4,426,515			4,570,371
Deferred taxes on income	439,327			486,849
Income taxes receivable	62,438			—
Accrued interest receivable	409,834			407,975
Goodwill	55,148			55,148
Prepaid expenses and other assets	1,174,331			1,072,915
	$	137,993,526		$	112,915,924
Liabilities and Stockholders' Equity
Deposits	$	114,923,155		$	88,079,831
FHLB advances	7,000,000			8,000,000
Advance payments by borrowers for taxes and insurance	456,843			431,090
Accrued interest payable	11,682			9,008
Accrued expenses and other liabilities	1,720,914			1,812,853
Total liabilities	124,112,594			98,332,782
Commitments and contingencies (Note 8)
Stockholders' equity:
Preferred stock, $0.10 par value. Authorized 10,000,000 shares; issued none	—			—
Common stock, $0.10 par value. Authorized 20,000,000 shares; 4,334,478 and 3,019,005 issued and outstanding at June 30, 2016 and December 31, 2015	433,448			433,448
Additional paid-in capital	8,708,387			9,633,893
Retained earnings, substantially restricted	16,632,604			16,635,039
Accumulated other comprehensive income	318,908			93,177
Treasury stock, 1,315,473 shares at June 30, 2016 and December 31, 2015, at cost	(12,212,415		)	(12,212,415		)
Total stockholders' equity	13,880,932			14,583,142
Total liabilities and stockholders' equity	$	137,993,526		$	112,915,924

See notes to consolidated financial statements.

Webster City Federal Bancorp and Subsidiaries

Consolidated Statements of Income

(unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Interest income:
Loans receivable	$	726,902		$	719,528		$	1,447,540		$	1,433,576
Investment securities - taxable	89,835			106,554			171,159			226,905
Investment securities - tax exempt	103,223			82,232			211,452			175,674
Other interest earning assets	21,809			17,767			36,422			33,541
Total interest income	941,769			926,081			1,866,573			1,869,696
Interest expense:
Deposits	144,561			146,132			289,736			291,792
FHLB advances	19,174			11,642			38,398			20,766
Total interest expense	163,735			157,774			328,134			312,558
Net interest income	778,034			768,307			1,538,439			1,557,138
Provision for losses on loans	20,000			40,000			20,000			80,000
Net interest income after provision for losses on loans	758,034			728,307			1,518,439			1,477,138
Noninterest income:
Fees and service charges	105,205			88,803			184,198			153,637
Gains on sale of securities available-for-sale, net	—			17,740			15,247			190,712
Gain on disposition of office property and equipment	—			137,437			—			137,437
Other income	17,135			78			17,495			78
Total noninterest income	122,340			244,058			216,940			481,864
Noninterest expense:
Compensation, payroll taxes, and employee benefits	329,178			310,448			646,746			622,259
Advertising	28,128			21,308			41,815			37,844
Office property and equipment	126,846			93,009			264,851			168,080
Federal insurance premiums	21,865			14,538			39,071			31,526
Data processing services	104,174			90,836			182,481			184,504
Charitable contributions	—			260,000			—			260,000
Other real estate expenses, net	249			3,327			2,961			3,791
Dues and subscriptions	16,572			15,159			31,477			38,687
Accounting, regulatory and professional fees	106,908			42,094			219,683			94,325
Debit card expenses	2,325			12,760			16,515			25,362
Other expenses	82,974			74,262			190,334			140,755
Total noninterest expense	819,219			937,741			1,635,934			1,607,133
Earnings before taxes on income	61,155			34,624			99,445			351,869
Tax (benefit) expense	(19,919		)	(8,213		)	(49,071		)	84,035
Net income	$	81,074		$	42,837		$	148,516		$	267,834
Basic/diluted earnings per common share	$	0.03		$	0.01		$	0.05		$	0.09

See notes to consolidated financial statements.

Webster City Federal Bancorp and Subsidiaries

Consolidated Statements of Comprehensive Income (Loss)

(unaudited)



	Three Months Ended June 30,						Six Months Ended June 30,
	2016			2015			2016			2015
Net income	$	81,074		$	42,837		$	148,516		$	267,834

Other comprehensive income (loss):
Net change in unrealized gains (losses) on securities	263,771			(222,825		)	375,850			(186,365		)
Reclassification adjustment for net gain realized in net income	—			(17,740		)	(15,247		)	(190,712		)
Tax (expense) benefit	(100,107		)	94,422			(134,872		)	140,758
Other comprehensive income (loss)	163,664			(146,143		)	225,731			(236,319		)
Comprehensive income (loss)	$	244,738		$	(103,306	)	$	374,247		$	31,515

See notes to consolidated financial statements.

Webster City Federal Bancorp and Subsidiaries

Consolidated Statements of Changes in Equity

(unaudited)



	Common stock		Additional paid-in capital			Retained earnings			Accumulated other comprehensive income (loss)			Treasury stock			Total
Balance at December 31, 2014	$	433,448	$	9,689,603		$	16,664,227		$	214,517		$	(12,179,317	)	$	14,822,478
Net income	—		—			267,834			—			—			267,834
Other comprehensive (loss)	—		—			—			(236,319		)	—			(236,319		)
Dividends paid on common stock,
$0.04 per common share	—		—			(120,934		)	—			—			(120,934		)
Balance at June 30, 2015	$	433,448	$	9,689,603		$	16,811,127		$	(21,802	)	$	(12,179,317	)	$	14,733,059

Balance at December 31, 2015	$	433,448	$	9,633,893		$	16,635,039		$	93,177		$	(12,212,415	)	$	14,583,142
Net income	—		—			148,516			—			—			148,516
Other comprehensive income	—		—			—			225,731			—			225,731
Stock offering costs	—		(925,506		)	—			—			—			(925,506		)
Dividends paid on common stock,
$0.05 per common share	—		—			(150,951		)	—			—			(150,951		)
Balance at June 30, 2016	$	433,448	$	8,708,387		$	16,632,604		$	318,908		$	(12,212,415	)	$	13,880,932

See notes to the consolidated financial statements.

Webster City Federal Bancorp and Subsidiaries

Consolidated Statements of Cash Flows

(unaudited)



	Six Months Ended June 30,
	2016			2015
Cash flows from operating activities:
Net income	$	148,516		$	267,834
Adjustments to reconcile net income to net cash provided by operating activities:
Depreciation and amortization	382,722			264,557
Provision for losses on loans	20,000			80,000
Charitable contribution - donation of building	—			260,000
Deferred taxes on income	(85,000		)	(894		)
Gain on sales of securities	(15,247		)	(190,712		)
Gain on sales of one-to-four family residential loans	(10,159		)	(14,776		)
Proceeds from sales of one-to-four family residential loans	847,000			1,345,076
Originations of one-to-four family residential loans	(836,841		)	(1,330,300		)
Gain on sale of office property and equipment	—			(137,437		)
Change in:
Accrued interest receivable	(1,859		)	8,932
Prepaid expenses and other assets	(68,805		)	18,655
Advance payments by borrowers for taxes and insurance	25,753			47,055
Accrued interest payable	2,674			8,907
Accrued expenses and other liabilities	(91,939		)	(863,764		)
Income tax receivable	(64,788		)	26,136
Net cash provided by (used in) operating activities	252,027			(210,731		)
Cash flows from investing activities:
Proceeds from maturity of time deposits in other financial institutions	1,600,111			4,625,000
Purchase of time deposits in other financial institutions	(1,715,000		)	(6,355,487		)
Proceeds from calls and maturities of investment securities available-for-sale	2,668,141			3,001,101
Proceeds from sale of investment securities available-for-sale	7,291,396			12,233,800
Purchase of investment securities available-for-sale	(12,100,079		)	(16,287,683		)
Net change in loans receivable	(1,457,437		)	(1,808,235		)
Net change in FHLB stock	37,900			(79,100		)
Proceeds from sale of office property and equipment	—			180,000
Purchase of office property and equipment	(32,911		)	(442,976		)
Net cash used in investing activities	(3,707,879		)	(4,933,580		)
Cash flows from financing activities:
Net change in deposits	27,203,311			764,255
Net change in FHLB advances	(1,000,000		)	2,000,000
Dividends paid	(150,951		)	(120,933		)
Stock offering costs	(925,506		)	—
Net cash provided by financing activities	25,126,854			2,643,322
Net increase (decrease) in cash and cash equivalents	21,671,002			(2,500,989		)
Cash and cash equivalents at beginning of year	8,866,561			4,039,704
Cash and cash equivalents at end of quarter	$	30,537,563		$	1,538,715
Supplemental disclosures of cash flow information:
Cash paid during the year for:
Interest	$	325,460		$	303,651
Taxes on income	13,367			140,921
Noncash investing activities:
Transfers to other real estate owned from loans	32,611			23,759

See notes to consolidated financial statements.

Webster City Federal Bancorp and Subsidiaries

Form 10-Q

Notes to Consolidated Financial Statements (unaudited)


(1)	Basis of Presentation

The accompanying unaudited consolidated financial statements of Webster City Federal Bancorp (the Company), and its wholly owned subsidiary WCF Financial Bank (the Bank), and Webster City Federal Service Corp, 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 December 31, 2015. The consolidated balance sheet of the Company as of December 31, 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 the 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 December 31, 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 deposits accounts with the Deposit Insurance Fund of the Federal Deposit Insurance Corporation (“FDIC”).

Investment Securities

Investment securities are classified based on the Company’s intended holding period. Securities that may be sold prior to maturity to meet liquidity needs, to respond to market changes, or to adjust the Company’s asset-liability position are classified as available-for-sale. Currently, all securities are classified as available-for-sale.

Securities available-for-sale are carried at fair value, with the aggregate unrealized gains or losses, net of the effect of taxes on income, reported as accumulated other comprehensive income or loss. Other-than-temporary impairment is recorded in net income. The Company’s net income reflects the full impairment (that is, the difference between the security’s amortized cost basis and fair value), if any, on debt securities that the Company intends to sell, or would more likely than not be required to sell, before the expected recovery of the amortized cost basis. For available-for-sale debt securities that management has no intent to sell, and believes that it will not more likely than not be required to sell prior to recovery, only the credit loss component of the impairment is recognized in net income, while the rest of the fair value loss is recognized in other comprehensive income. The credit loss component recognized in net income is identified as the amount of principal cash flows not expected to be received over the remaining term of the security as projected using the Company’s cash flow projections using its base assumptions.

A decline in the fair value of any available‑for‑sale security below cost and that is deemed to be other-than-temporary results in an impairment to reduce the carrying amount by fair value for the credit portion

of the loss. The impairment is charged to net income and a new cost basis for the security is established. To determine whether an impairment is other-than-temporary, the Company considers whether it has the ability to hold and lack of intent to sell the investment until a market price recovery and considers whether evidence indicating the cost of the investment is recoverable outweighs evidence to the contrary. Evidence considered in this assessment includes the reasons for the impairment, the severity and duration of the impairment, changes in value subsequent to year-end, and the general market conditions.

Net realized gains or losses are shown in the consolidated statements of income in the noninterest income line using the specific identification method. There were no net realized gains for the three months ended June 30, 2016 and $17,740 for the three months ended June 30, 2015 and $15,247 and $190,712 were recorded for the six months ended June 30, 2016 and 2015, respectively.

Loans Receivable, Net

Loans receivable are stated at the amount of unpaid principal, reduced by the allowance for loan losses, deferred loan fees and discounts on loans purchased. Loans receivable are charged against the allowance when management believes collectability of principal is unlikely.

Interest on loans receivable is accrued and credited to operations based primarily on the principal amount outstanding. Certain loan balances include unearned discounts, which are recorded as income over the term of the loan.

Accrued interest receivable on loans receivable that become more than 90 days in arrears is charged to an allowance that is established by a charge to interest income. Interest income is subsequently recognized only to the extent cash payments are received until, in management’s judgment, the borrower’s ability to make periodic interest and principal payments is reasonably assured, in which case the loan is returned to accrual status.

Under the Company’s credit policies, commercial loans are considered impaired when management believes it is probable the Company will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. Loan impairment is measured based on the present value of expected future cash flows, discounted at the loan’s effective interest rate except, where more practical, at the observable market price of the loan or the fair value of the collateral, if the loan is collateral dependent.

Allowance for Loan Losses

The allowance for loan losses is based on management’s periodic evaluation of the loan portfolio and reflects an amount that, in management’s opinion, is appropriate to absorb probable losses in the existing portfolio. In evaluating the portfolio, management takes into consideration numerous factors, including current economic conditions, prior loan loss experience, the composition of the loan portfolio, value of underlying collateral, and management’s estimate of probable credit losses.

Taxes on Income

Deferred income taxes are provided under the asset and liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax bases. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some or all of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment.

The Company recognizes the effect of income tax positions only if those positions are more likely than not of being sustained. Recognized income tax positions are measured at the largest amount that is greater than 50% likely of being realized. Changes in recognition or measurement are reflected in the period in which the change in judgment occurs. Interest and penalties on unrecognized tax benefits are classified as other noninterest expense.

Regulatory Environment

The Company is subject to regulations of certain state and federal agencies, including periodic examinations by those regulatory agencies. The Company and the Bank are also subject to minimum regulatory capital requirements. At June 30, 2016 and December 31, 2015, capital levels exceeded minimum capital requirements.

Investment in Affiliate

The Company records its investment in an affiliate, New Castle Players, LLC, in which it has a 27.17% interest using the equity method of accounting. The affiliate holds an investment in a local hotel in Webster City, Iowa. The Company records the value of its investment at year‑end based on the affiliate’s financial statements on a one-month lag. The investment in affiliate is analyzed annually. If impairment is determined to be other-than-temporary, the carrying amount is written down to fair value. The investment is included as a component of prepaid expenses and other assets on the consolidated balance sheets, while the equity income earned is included as a component of other noninterest income on the consolidated statements of income. Summary unaudited financial information of the affiliate as of and for the six months ended June 30, 2016 and 2015 is presented below.



	Six Months Ended June 30,
	2016		2015
Current assets	$	125,170	$	126,208
Long-term assets	1,741,202		1,746,095
Current liabilities	67,892		107,276
Total equity	1,798,480		1,765,027
Total revenue	422,714		444,372
Net income	97,818		64,519

Earnings per Common Share

The calculation of earnings per common share and diluted earnings per common share for the three and six months ended June 30, 2016 and June 30, 2015 is presented below.



	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Net income	$	81,074	$	42,837	$	148,516	$	267,834

Weighted average common shares and diluted common shares outstanding	3,019,005		3,023,360		3,019,005		3,023,360

Basic earnings per common share	$	0.03	$	0.01	$	0.05	$	0.09
Diluted earnings per common share	$	0.03	$	0.01	$	0.05	$	0.09

Subsequent Events

The Company has evaluated subsequent events through August 11, 2016, which is the date the consolidated financial statements were issued. There are no subsequent events requiring recognition or disclosure in the consolidated financial statements as noted by the Company, except as noted below.

Stock Conversion

On July 13, 2016, WCF 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 conversion and public offering, the Company sold 2,139,231 shares of its common stock, par value $0.01 per share, at $8.00 per share in a subscription offering, including 171,138 shares, equal to 8.0% of the shares sold in the offering, to the WCF Bancorp, Inc. employee stock ownership plan.

Through June 30, 2016, the Company had incurred approximately $981,216 in total conversion and offering costs, which are included in Stockholders’ Equity in the consolidated balance sheet and will be deducted from the proceeds of the offering.

In accordance with applicable federal conversion regulations, at the time of the completion of the mutual-to-stock conversion, the Company 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.

Current Accounting Developments

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 660): Summary and Amendments that Create Revenue from Contracts with Customers (Topic 606) and Other Assets and Deferred Costs-Contracts with Customers (Subtopic 340-40). The guidance in this update supersedes the revenue recognition requirements in ASC Topic 605, Revenue Recognition, and most industry-specific guidance throughout the industry topics of the Codification. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2017. The Company is currently assessing the impact that this guidance will have on its consolidated financial statements, but does not expect the guidance to have a material impact on the Company’s consolidated financial statements.

In April 2015, the FASB issued ASU No. 2015-03, Interest-Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs. The update simplifies the presentation of debt issuance costs by requiring the debt issuance costs be presented in the balance sheet as a direct deduction from the carrying amount of debt liability, consistent with debt discounts or premiums. The recognition and measurement guidance for debt issuance costs are not affected by the amendments in this update. For public companies, this update was effective for interim and annual periods beginning after December 15, 2015. The adoption of this guidance did not have a material impact on the Company’s consolidated financial statements.

In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments-Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities. The update enhances the reporting model for financial instruments to provide users of financial statements with more decision-useful information by updating certain aspects or recognition, measurement, presentation and disclosure of financial instruments. Among other changes, the update includes requiring changes in fair value of equity securities with readily determinable fair value to be recognized in net income and clarifies that entities should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities in combination with entities other deferred tax assets. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2017, and is to be applied on a modified retrospective basis. The Company is currently assessing the impact that this guidance will have

on its consolidated financial statements, but does not expect the guidance to have a material impact on the Company’s consolidated financial statements.

In June 2016, the FASB issued ASU No. 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU requires that financial assets measured at amortized cost should be presented at the net amount expected to be collected, through an allowance for credit losses that is deducted from the amortized cost basis. The allowance for credit losses should reflect management’s current estimate of credit losses that are expected to occur over the remaining life of a financial asset. This is in contrast to existing guidance whereby credit losses generally are not recognized until they are incurred. For public companies, this update will be effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently assessing the impact that this guidance will have on its consolidated financial statements.


(2)	Securities Available-for-Sale

Securities available-for-sale at June 30, 2016 and December 31, 2015 were as follows:



Description	Amortized cost		Gross unrealized gains		Gross unrealized losses		Fair value
June 30, 2016:
U.S. agency securities	$	998,617	$	—	$	975	$	997,642
Mortgage-backed securities	19,029,547		58,612		74,104		19,014,055
Municipal bonds	17,744,934		527,053		630		18,271,357
Corporate bonds	551,500		1,615		—		553,115
	$	38,324,598	$	587,280	$	75,709	$	38,836,169
December 31, 2015:
Mortgage-backed securities	$	17,522,971	$	12,167	$	179,583	$	17,355,555
Municipal bonds	18,300,293		336,817		23,862		18,613,248
Corporate bonds	551,500		5,429		—		556,929
	$	36,374,764	$	354,413	$	203,445	$	36,525,732

The amortized cost and estimated fair value of securities available-for-sale at June 30, 2016 are shown below by contractual maturity. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.



	June 30, 2016
	Amortized cost		Fair value
Due in one year or less	$	480,000	$	487,750
Due after one year through five years	2,639,816		2,684,298
Due after five years, but less than ten years	11,363,754		11,792,438
Due after ten years	4,259,981		4,304,513
Mortgage-backed securities	19,029,547		19,014,055
Corporate bonds	551,500		553,115
	$	38,324,598	$	38,836,169

The details of the sales of investment securities for the three and six months ended June 30, 2016 and 2015 are summarized in the following table.



	Three Months Ended June 30,				Six Months Ended June 30,
	2016		2015		2016		2015
Proceeds from sales	$	150,000	$	2,668,397	$	7,291,396	$	12,233,800
Gross gains on sales	—		25,653		50,200		218,142
Gross losses on sales	—		7,913		34,953		27,430

At June 30, 2016 and December 31, 2015, accrued interest receivable for securities available-for-sale totaled $196,667 and $189,862, respectively.

The following tables show the Company’s available-for-sale investments’ gross unrealized losses and fair value, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position at June 30, 2016 and December 31, 2015.



	June 30, 2016
	Up to 12 months				Greater than 12 months				Total
	Fair value		Gross unrealized loss		Fair value		Gross unrealized loss		Fair value		Gross unrealized loss
U.S. agency securities	$	997,642	$	975	$	—	$	—	$	997,642	$	975
Mortgage-backed securities	2,162,948		10,182		6,129,405		63,922		8,292,353		74,104
Municipal bonds	194,370		630		—		—		194,370		630
Total	$	3,354,960	$	11,787	$	6,129,405	$	63,922	$	9,484,365	$	75,709

	December 31, 2015
	Up to 12 months				Greater than 12 months				Total
	Fair value		Gross unrealized loss		Fair value		Gross unrealized loss		Fair value		Gross unrealized loss
Mortgage-backed securities	$	13,669,247	$	157,996	$	1,390,849	$	21,587	$	15,060,096	$	179,583
Municipal bonds	2,549,250		23,862		—		—		2,549,250		23,862
Total	$	16,218,497	$	181,858	$	1,390,849	$	21,587	$	17,609,346	$	203,445

The Company’s assessment of other‑than‑temporary impairment is based on its reasonable judgment of the specific facts and circumstances impacting each individual security at the time such assessments are made. The Company reviews and considers factual information, including expected cash flows, the structure of the security, the credit quality of the underlying assets, and the current and anticipated market conditions.

The Company does not intend to sell its available-for-sale investment securities and it is not likely that the Company will be required to sell them before the recovery of its cost. Due to the issuers’ continued satisfactions of their obligations under the securities in accordance with their contractual terms and the expectation that they will continue to do so, and management’s intent and ability to hold these securities for a period of time sufficient to allow for any anticipated recovery in fair value, the Company believes that the investment securities identified in the tables above were temporarily depressed as of June 30, 2016 and December 31, 2015.


(3)	Loans Receivable

At June 30, 2016 and December 31, 2015, loans receivable consisted of the following segments:



	June 30, 2016			December 31, 2015
Loans:
One-to-four family residential	$	46,071,610		$	46,510,605
Non-owner occupied one-to-four family residential	4,001,598			4,030,249
Commercial real estate	3,185,797			2,974,668
Consumer	5,822,859			4,542,892
Total loans receivable	59,081,864			58,058,414
Discounts on loans purchased	(70,807		)	(84,907		)
Deferred loan costs (fees)	(69,901		)	(88,267		)
Allowance for loan losses	(516,255		)	(505,178		)
	$	58,424,901		$	57,380,062

Accrued interest receivable on loans receivable was $213,167 and $218,113 at June 30, 2016 and December 31, 2015, respectively.

The loan portfolio included approximately $43.1 million and $42.9 million of fixed rate loans and approximately $16.3 million and $15.2 million of variable rate loans as of June 30, 2016 and December 31, 2015, respectively.

The Company originates residential, commercial real estate loans and other consumer loans, primarily in its Hamilton County, and Buchanan County, Iowa market areas and their adjacent counties. A substantial portion of its borrowers’ ability to repay their loans is dependent upon economic conditions in the Company’s market area.

Allowance for Loan Losses

The following tables present the balance in the allowance for loan losses and recorded investment in loans by portfolio segment and based on impairment method as of June 30, 2016 and December 31, 2015.



	June 30, 2016
	One-to-four family residential		Non-owner occupied on-to-four family residential		Commercial real estate		Consumer		Total
Allowance for loan losses:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment	367,057		31,963		30,309		86,926		516,255
Total	$	367,057	$	31,963	$	30,309	$	86,926	$	516,255

Loans receivable:
Individually evaluated for impairment	$	—	$	—	$	297,538	$	—	$	297,538
Collectively evaluated for impairment	46,071,610		4,001,598		2,888,259		5,822,859		58,784,326
Total	$	46,071,610	$	4,001,598	$	3,185,797	$	5,822,859	$	59,081,864

	December 31, 2015
	One-to-four family residential		Non-owner occupied on-to-four family residential		Commercial real estate		Consumer		Total
Allowance for loan losses:
Individually evaluated for impairment	$	—	$	—	$	—	$	—	$	—
Collectively evaluated for impairment	366,858		44,510		32,443		61,367		505,178
Total	$	366,858	$	44,510	$	32,443	$	61,367	$	505,178

Loans receivable:
Individually evaluated for impairment	$	—	$	—	$	302,412	$	—	$	302,412
Collectively evaluated for impairment	46,510,605		4,030,249		2,672,256		4,542,892		57,756,002
Total	$	46,510,605	$	4,030,249	$	2,974,668	$	4,542,892	$	58,058,414

Activity in the allowance for loan losses by segment for the three and six months ended June 30, 2016 and 2015 is summarized in the following tables:



	Three months ended June 30, 2016
	Beginning Balance		Charge-offs		Recoveries		Provisions			Ending Balance
Loans:
One-to-four family residential	$	344,708	$	5,610	$	—	$	27,959		$	367,057
Non-owner occupied one-to-four family residential	45,125		—		—		(13,162		)	31,963
Commercial real estate	35,961		—		—		(5,652		)	30,309
Consumer	75,771		—		300		10,855			86,926
Total	$	501,565	$	5,610	$	300	$	20,000		$	516,255

	Three months ended June 30, 2015
	Beginning Balance		Charge-offs		Recoveries		Provisions			Ending Balance
Loans:
One-to-four family residential	$	300,086	$	8,000	$	—	$	(15,162	)	$	276,924
Non-owner occupied one-to-four family residential	28,833		—		—		11,277			40,110
Commercial real estate	18,218		—		—		3,419			21,637
Consumer	25,828		8,575		800		40,466			58,519
Total	$	372,965	$	16,575	$	800	$	40,000		$	397,190



	Six Months Ended June 30, 2016
	Beginning Balance		Charge-offs		Recoveries		Provisions			Ending Balance
Loans:
One-to-four family residential	$	366,858	$	5,610	$	—	$	5,809		$	367,057
Non-owner occupied one-to-four family residential	44,510		—		—		(12,547		)	31,963
Commercial real estate	32,443		—		—		(2,134		)	30,309
Consumer	61,367		3,613		300		28,872			86,926
Total	$	505,178	$	9,223	$	300	$	20,000		$	516,255

	Six Months Ended June 30, 2015
	Beginning Balance		Charge-offs		Recoveries		Provisions			Ending Balance
Loans:
One-to-four family residential	$	300,654	$	33,605	$	—	$	9,875		$	276,924
Non-owner occupied one-to-four family residential	26,949		—		—		13,161			40,110
Commercial real estate	15,192		—		—		6,445			21,637
Consumer	17,907		10,707		800		50,519			58,519
Total	$	360,702	$	44,312	$	800	$	80,000		$	397,190


(a)	Loan Portfolio Segment Risk Characteristics

One-to-four family residential: The Company generally retains most residential mortgage loans that are originated for its own portfolio. The market value of real estate securing residential real estate loans can fluctuate as a result of market conditions in the geographic area in which the real estate is located. Adverse developments affecting real estate values in the Company’s market could increase credit risk associated with its loan portfolio. Additionally, real estate lending typically involves large loan principal amounts and the repayment of the loans generally is dependent, in large part, on the borrower’s continuing financial stability, and is therefore more likely to be affected by adverse personal circumstances.

Non-owner occupied one-to-four family residential: The Company originates fixed-rate and adjustable-rate loans secured by non-owner occupied one-to-four family properties. These loans may have a term of up to 20 years. Generally the Bank will lend up to 75% of the property’s appraised value. Appraised values are determined by an outside independent appraiser. In deciding to originate a loan secured by a non-owner occupied one-to-four family residential property, management reviews the creditworthiness of the borrower and the expected cash flows from the property securing the loan, the cash flow requirements of the borrower and the value of the property securing the loan. This segment is generally secured by one-to-four family properties.

Commercial real estate: On a very limited basis, the Company originates fixed-rate and adjustable-rate commercial real estate and land loans. These loans may have a term of up to 20 years. Generally the Bank will lend up to 75% of the property’s appraised value. Appraised values are determined by an outside independent appraiser. In recent years, the Company has significantly reduced the emphasis on these types of loans and does not intend to emphasize these types of loans in the future. This segment is generally secured by retail, industrial, service or other commercial properties and loans secured by raw land, including timber.

Consumer: Consumer loans typically have shorter terms, lower balances, higher yields, and higher rates of default. Consumer loan collections are dependent on the borrower’s continuing financial stability, and are therefore more likely to be affected by adverse personal circumstances. This segment consists mainly of loans collateralized by automobiles. The collateral securing these loans, may depreciate over time, may be difficult to recover and may fluctuate in value based on condition.


(b)	Charge‑off Policy

The Company requires a loan to be at least partially charged off as soon as it becomes apparent that some loss will be incurred, or when its collectability is sufficiently questionable that it no longer is considered a bankable asset. The primary considerations when determining if and how much of a loan should be charged off are as follows: (1) the potential for future cash flows; (2) the value of any collateral; and (3) the strength of any co-makers or guarantors.


(c)	Troubled Debt Restructurings (TDR)

All loans deemed troubled debt restructurings, or “TDR”, are considered impaired, and are evaluated for collateral sufficiency. A loan is considered a TDR when the Bank, for economic or legal reasons related to a borrower’s financial difficulties, grants a concession to the borrower that the Bank would not otherwise consider. There were no new troubled debt restructurings in the first six months of 2016.


(d)	Loans Measured Individually for Impairment

Loans that are deemed to be impaired are reserved for with the necessary allocation. All loans deemed troubled debt restructurings are considered impaired. Generally loans for 1-4 family residential and consumer are collectively evaluated for impairment.


(e)	Loans Measured Collectively for Impairment

All loans not evaluated individually for impairment are grouped together by type and further segmented by risk classification. The Company’s historical loss experiences for each portfolio segment are calculated using

the three‑year average loss rate for estimating losses adjusted for qualitative factors. The qualitative factors consider economic and business conditions, changes in nature and volume of the loan portfolio, concentrations, collateral values, level and trends in delinquencies, external factors, lending policies, experience of lending staff, and monitoring of credit quality.

The following tables set forth the composition of each class of the Company’s loans by internally assigned credit quality indicators.



	Pass		Special mention/watch		Substandard		Doubtful		Total
June 30, 2016:
Loans
One-to-four family residential	$	44,796,353	$	1,124,646	$	150,611	$	—	$	46,071,610
Non-owner occupied one-to-four family residential	4,001,598		—		—		—		4,001,598
Commercial real estate	2,837,029		51,230		297,538		—		3,185,797
Consumer	5,620,541		202,318		—		—		5,822,859
Total	$	57,255,521	$	1,378,194	$	448,149	$	—	$	59,081,864

	Pass		Special mention/watch		Substandard		Doubtful		Total
December 31, 2015:
Loans
One-to-four family residential	$	44,448,707	$	1,876,618	$	185,280	$	—	$	46,510,605
Non-owner occupied one-to-four family residential	4,030,249		—		—		—		4,030,249
Commercial real estate	2,672,256		—		302,412		—		2,974,668
Consumer	4,416,516		126,376		—		—		4,542,892
Total	$	55,567,728	$	2,002,994	$	487,692	$	—	$	58,058,414

Special Mention/Watch – Loans classified as special mention/watch are assets that do not warrant adverse classification but possess credit deficiencies or potential weakness deserving close attention.

Substandard – Substandard loans are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well‑defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected.

Doubtful – Loans classified doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable, and improbable.

The Company had one impaired loan as of June 30, 2016 and December 31, 2015. No interest income was recorded on impaired loans during 2016 or 2015.


(f)	Nonaccrual and Delinquent Loans

Loans are placed on nonaccrual status when (1) payment in full of principal and interest is no longer expected or (2) principal or interest has been in default for 90 days or more (unless the loan is well secured with marketable collateral).

A nonaccrual asset may be restored to an accrual status when all past‑due principal and interest has been paid and the borrower has demonstrated satisfactory payment performance (excluding renewals and modifications that involve the capitalizing of interest).

Delinquency status of a loan is determined by the number of days that have elapsed past the loan’s payment due date, using the following classification groupings: 30‑59 days, 60‑89 days, and 90 days or more. Loans shown in the 30‑59 day’s and 60‑89 day’s columns in the table below reflect contractual delinquency status only, and include loans considered nonperforming due to classification as a TDR or being placed on nonaccrual.

The following tables set forth the composition of the Company’s past‑due loans at June 30, 2016 and December 31, 2015.



	30-59 days past due		60-89 days past due		90 days or more past due		Total past due		Current		Total loans receivable		Recorded investment > 90 days and accruing
June 30, 2016:
Loans
One-to-four family residential	$	742,603	$	313,251	$	219,403	$	1,275,257	$	44,796,353	$	46,071,610	$	133,549
Non-owner occupied one-to-four family residential	—		—		—		—		4,001,598		4,001,598		—
Commercial real estate	297,538		—		51,230		348,768		2,837,029		3,185,797		51,230
Consumer	105,621		22,452		74,245		202,318		5,620,541		5,822,859		74,245
Total	$	1,145,762	$	335,703	$	344,878	$	1,826,343	$	57,255,521	$	59,081,864	$	259,024

	30-59 days past due		60-89 days past due		90 days or more past due		Total past due		Current		Total loans receivable		Recorded investment > 90 days and accruing
December 31, 2015:
Loans
One-to-four family residential	$	1,148,965	$	288,087	$	460,485	$	1,897,537	$	44,613,068	$	46,510,605	$	275,205
Non-owner occupied one-to-four family residential	—		—		—		—		4,030,249		4,030,249		—
Commercial real estate	—		—		302,412		302,412		2,672,256		2,974,668		—
Consumer	54,592		44,988		26,796		126,376		4,416,516		4,542,892		26,796
Total	$	1,203,557	$	333,075	$	789,693	$	2,326,325	$	55,732,089	$	58,058,414	$	302,001

The following tables set forth the composition of the Company’s recorded investment in loans on nonaccrual status as of June 30, 2016 and December 31, 2015.



	June 30, 2016		December 31, 2015
Loans
One-to-four family residential	$	150,611	$	185,280
Non-owner occupied one-to-four family residential	—		—
Commercial real estate	297,538		302,412
Consumer	—		—
Total	$	448,149	$	487,692


(4)	Deposits

At June 30, 2016 and December 31, 2015, deposits are summarized as follows:



	June 30, 2016		December 31, 2015
Statement savings	$	11,720,718	$	11,163,443
Money market plus	11,416,979		11,688,644
NOW	44,235,320		18,968,879
Certificates of deposit	47,550,138		46,258,865
	$	114,923,155	$	88,079,831

Included in the NOW accounts were approximately $31.1 million and $4.7 million of non-interest bearing deposits as of June 30, 2016 and December 31, 2015, respectively.


(5)	Taxes on Income

Taxes on income comprise the following:



	June 30, 2016
	Federal			State			Total
Current	$	31,298		$	4,631		$	35,929
Deferred	(84,000		)	(1,000		)	(85,000		)
	$	(52,702	)	$	3,631		$	(49,071	)
	June 30, 2015
	Federal			State			Total
Current	$	67,000		$	17,929		$	84,929
Deferred	106			(1,000		)	(894		)
	$	67,106		$	16,929		$	84,035

Taxes on income differ from the amounts computed by applying the federal income tax rate of 34% to earnings before taxes on income for the following reasons, expressed in dollars:



	June 30, 2016			June 30, 2015
Federal tax at statutory rate	$	33,811		$	119,635
Items affecting federal income tax rate:
State taxes on income, net of federal benefit	2,360			11,173
Tax-exempt income	(66,277		)	(68,062		)
Building donation	—			(27,620		)
Valuation allowance	—			49,000
Other	(18,965		)	(91		)
	$	(49,071	)	$	84,035

Federal income tax expense for the periods ended June 30, 2016 and December 31, 2015 was computed using the consolidated effective federal tax rate. The Company also recognized income tax expense pertaining to state franchise taxes payable individually by the Bank.

The tax effects of temporary differences that give rise to significant portions of deferred tax assets and deferred tax liabilities at June 30, 2016 and December 31, 2015 are presented below:



	June 30, 2016			December 31, 2015
Deferred tax assets:
Deferred directors’ fees	$	356,000		$	369,000
Allowance for loan losses	193,000			188,000
Net operating loss carryforward	49,000			—
AMT credit	62,000			62,000
Charitable contribution	82,000			81,000
Other	32,000			34,000
Gross deferred tax assets	774,000			734,000
Valuation allowance	(49,000		)	(49,000		)
Net deferred tax assets	725,000			685,000
Deferred tax liabilities:
Securities	(189,673		)	(57,058		)
Prepaid expenses	(18,000		)	(18,000		)
FHLB stock dividends	(38,000		)	(38,000		)
Fixed assets	(13,000		)	(19,000		)
Intangible assets	(27,000		)	(28,000		)
Other	—			(38,093		)
Gross deferred tax liabilities	(285,673		)	(198,151		)
Net deferred tax assets	$	439,327		$	486,849

Based upon the Company’s level of historical taxable income and anticipated future taxable income over the periods that the deferred tax assets are deductible, management believes it is more likely than not the Company will realize the benefits of these deductible differences. No valuation allowance was required for deferred tax assets at June 30, 2016 and December 31, 2015, except for a valuation allowance related to the charitable contribution carryforward. The valuation allowance increased by $49,000 during 2015 due to the charitable contribution carryforward. The charitable contribution expires if not used by 2020.

As of December 31, 2015, the Company had no material unrecognized tax benefits. The evaluation was performed for those tax years that remain open to audit. The Company files a consolidated tax return for federal purposes and separate tax returns for the State of Iowa purposes.

Under previous law, the provisions of the IRS and similar sections of Iowa law permitted the Bank to deduct from taxable income an allowance for bad debts based on 8% of taxable income before such deduction or actual loss experience. Legislation passed in 1996 eliminated the percentage of taxable income method as an option for computing bad debt deductions for 1996 and in future years.

Deferred taxes have been provided for the difference between tax bad debt reserves and the loan loss allowances recorded in the financial statements subsequent to December 31, 1987. However, at June 30, 2016 and December 31, 2015, retained earnings contain certain historical additions to bad debt reserves for income tax purposes of approximately $2,134,000 as of December 31, 1987, for which no deferred taxes have been provided because the Bank does not intend to use these reserves for purposes other than to absorb losses. If these amounts which qualified as bad debt deductions are used for purposes other than to absorb bad debt losses or adjustments arising from the carryback of net operating losses, income taxes may be imposed at the then-existing rates. The approximate amount of unrecognized tax liability associated with these historical additions is $800,000.


(6)	Stockholders’ Equity


(a)	Common Stock Repurchase

The Company repurchased no shares during the three and six months ended June 30, 2016 and 2015.


(b)	Regulatory Capital Requirements

The Company and WCF Financial Bank are subject to various regulatory capital requirements administered by federal and state banking agencies. Failure to meet minimum capital requirements (as shown in the following table) can result in certain mandatory and possibly additional discretionary actions by regulators which, 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 Company and WCF Financial Bank must meet specific capital guidelines that involve quantitative measures of their assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and WCF Financial Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Management believes the Company and WCF Financial Bank met all capital adequacy requirements to which they were subject as of June 30, 2016 and December 31, 2015.

The Company’s and WCF Financial Bank’s capital amounts and ratios are presented in the following table as of June 30, 2016 and December 31, 2015 (dollars in thousands).



	June 30, 2016
					For capital adequacy				To be well-capitalized under
					with capital conservation				prompt corrective action
	Actual				buffer purposes				provisions
	Amount		Percent		Amount		Percent		Amount	Percent
Tangible capital:
Consolidated	$	13,499	11.4	%	$	4,737	4.00	%	N/A	N/A
WCF Financial Bank	13,187		11.2		4,711		4.00		5,889	5.0	%

Common equity tier 1:
Consolidated	13,499		24.1		2,874		5.125		3,646	6.5
WCF Financial Bank	13,187		23.7		2,846		5.125		3,610	6.5

Risk-based capital:
Consolidated	14,015		25.0		4,837		8.625		5,609	10.0
WCF Financial Bank	13,703		24.7		4,790		8.625		5,554	10.0

Tier 1 risk-based capital:
Consolidated	13,499		24.1		3,716		6.625		4,487	8.0
WCF Financial Bank	13,187		23.7		3,680		6.625		4,443	8.0



	December 31, 2015
									To be well-capitalized under
					For capital adequacy				prompt corrective action
	Actual				purposes				provisions
	Amount		Percent		Amount		Percent		Amount	Percent
Tangible capital:
Consolidated	$	14,428	13.5	%	$	4,289	4.0	%	N/A	N/A
WCF Financial Bank	13,024		12.3		4,257		4.0		5,321	5.0	%

Common equity tier 1:
Consolidated	14,428		29.3		4,825		4.5		6,970	6.5
WCF Financial Bank	13,024		26.8		4,789		4.5		6,918	6.5

Risk-based capital:
Consolidated	14,933		30.3		3,938		8.0		4,923	10.0
WCF Financial Bank	13,529		27.8		3,896		8.0		4,869	10.0

Tier 1 risk-based capital:
Consolidated	14,428		29.3		2,954		6.0		3,938	8.0
WCF Financial Bank	13,024		26.8		2,922		6.0		3,896	8.0

In July 2013, the Federal Reserve Board and the OCC issued final rules implementing the Basel III regulatory capital framework and related Dodd-Frank Wall Street Reform and Consumer Protection Act changes. The rules revised minimum capital requirements and adjusted prompt corrective action thresholds. The final rules revised the regulatory capital elements, added a new common equity Tier 1 capital ratio, increased the minimum Tier 1 capital ratio requirement, and implemented a new capital conservation buffer. The rules also permitted certain banking organizations to retain, through a one-time election, the existing treatment for AOCI. The Company and WCF Financial Bank made the election to retain the existing treatment, which excludes AOCI from regulatory capital amounts. The final rules took effect for the Company and WCF Financial Bank on January 1, 2015, subject to a transition period for certain parts of the rules.

Beginning in 2016, an additional capital conservation buffer was added to the minimum requirements for capital adequacy purposes, subject to a three year phase-in period. The capital conservation buffer will be fully phased-in on January 1, 2019 at 2.50%. A banking organization with a conservation buffer of less than 2.50% (or the required phase-in amount in years prior to 2019) will be subject to limitations on capital distributions, including dividend payments, and certain discretionary bonus payments to executive officers. As of June 30, 2016, the ratios for the Company and WCF Financial Bank were sufficient to meet the fully phased-in conservation buffer.


(c)	Dividends and Restrictions Thereon

The Company did not declare a dividend in the second quarter of 2016 but declared and paid a $0.04 per share dividend in the second quarter of 2015. In the first quarter of 2016, the Company declared and paid a dividend of $0.05 per share. The company did not delcare or pay a dividend in the first quarter of 2015.

Federal regulations impose certain limitations on the payment of dividends and other capital distributions by the Bank. Under the regulations, a savings institution, such as the Bank, that will meet the fully phased‑in capital requirements (as defined by the OCC regulations) subsequent to a capital distribution is generally permitted to make such capital distribution without OCC approval so long as they have not been notified of

the need for more than normal supervision by the OCC. The Bank has not been so notified and, therefore, may make capital distributions during the calendar year equal to net income plus 50% of the amount by which the Bank’s capital exceeds the fully phased‑in capital requirement as measured at the beginning of the calendar year. A savings institution with total capital in excess of current minimum capital requirements but not in excess of the fully phased‑in requirements is permitted by the new regulations to make, without OCC approval, capital distributions of between 25% and 75% of its net income for the previous four quarters, less dividends already paid for such period. A savings institution that fails to meet current minimum capital requirements is prohibited from making any capital distributions without prior approval from the OCC.

On February 26, 2015, WCF Financial Bank paid a dividend of $1.0 million to Webster City Federal Bancorp. The funds were to be used to pay dividends and the future repurchase of stock.


(7)	Fair Value

FASB Accounting Standards Codification (ASC) 820, Fair Value Measurement, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset of liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact, and (iv) willing to transact.

ASC 820 requires the use of valuation techniques that are consistent with the market approach, the income approach, and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, ASC 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:


•	Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.

•

Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.


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

A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s financial assets and liabilities carried at fair value.


•	Cash and due from banks, federal funds sold, and time deposits in other financial institutions. The carrying amount is a reasonable estimate of fair value.

•

Securities available-for-sale. Investment securities classified as available‑for‑sale are reported at fair value on a recurring basis. For these securities, the Company obtains fair value measurements from an independent pricing service. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, the U.S. Treasury yield curve, live trading levels, trade execution data, market consensus prepayment speeds, credit information, and the bond’s terms and conditions, among other things.

•

Loans receivable. The Company does not record loans at fair value on a recurring basis. For variable‑rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for other loans are determined using estimated future cash flows, discounted at the interest rates currently being offered for loans with similar terms to borrowers with similar credit quality. The Company does record nonrecurring fair value adjustments to loans to reflect (1) partial write‑downs to collateral value or (2) the establishment of specific loan reserves that are based on the observable market price of the loan or the appraised of the collateral. These loans are classified as Level 3.


•	Bankers’ Bank and Federal Home Loan Bank (FHLB) stock. The value of Bankers’ Bank and FHLB stock is equivalent to its carrying value because the stock is redeemable at par value.


•	Accrued interest receivable and accrued interest payable. The recorded amount of accrued interest receivable and accrued interest payable approximates fair value as a result of the short‑term nature of the instruments.

•

Deposits. The fair value of deposits with no stated maturity, such as passbook, money market, noninterest‑bearing checking, and NOW accounts, is equal to the amount payable on demand. The fair value of certificates of deposit is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities. The fair value estimates do not include the benefit that results from the low‑cost funding provided by the deposit liabilities compared to the cost of borrowing funds in the market.


•	FHLB advances. The fair value of the FHLB advances is based on the discounted value of the cash flows. The discount rate is estimated using the rates currently offered for fixed‑rate advances of similar remaining maturities.

The following tables summarize financial assets measured at fair value on a recurring basis as of June 30, 2016 and December 31, 2015, segregated by the level of valuation inputs within the fair value hierarchy utilized to measure fair value. The Company has no liabilities measured at fair value in the consolidated balance sheets.



	June 30, 2016
	Level 1 inputs		Level 2 inputs		Level 3 inputs		Total fair value
U.S. agency securities	$	—	$	997,642	$	—	$	997,642
Mortgage-backed securities*	—		19,014,055		—		19,014,055
Municipal bonds	—		18,271,357		—		18,271,357
Corporate bonds	52,365		500,750		—		553,115
Total	$	52,365	$	38,783,804	$	—	$	38,836,169



	December 31, 2015
	Level 1 inputs		Level 2 inputs		Level 3 inputs		Total fair value
Mortgage-backed securities*	$	—	$	17,355,555	$	—	$	17,355,555
Municipal bonds	—		18,613,248		—		18,613,248
Corporate bonds	52,139		504,790		—		556,929
Total	$	52,139	$	36,473,593	$	—	$	36,525,732

*All mortgage-backed securities are issued by FNMA, FHLMC, or GNMA and are backed by residential mortgage loans.

There have been no changes in valuation methodologies at June 30, 2016 compared to December 31, 2015 and there were no transfers between levels during the periods ended June 30, 2016 and December 31, 2015.

The Company is required to measure certain assets at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles. These adjustments to fair value usually result from application of lower‑of‑cost or fair value accounting or write‑downs of individual assets. As of June 30, 2016 and December 31, 2015, the Company did not have any material assets measured at fair value on a nonrecurring basis.

The estimated fair values of Company’s financial instruments (as described in note 1) at June 30, 2016 and December 31, 2015 were as follows:



		June 30, 2016				December 31, 2015
	Fair value	Carrying		Approximate		Carrying		Approximate
	hierarchy	amount		fair value		amount		fair value
Financial assets:
Cash and due from banks	Level 1	$	4,597,563	$	4,597,593	$	5,350,561	$	5,350,561
Federal funds sold	Level 1	25,940,000		25,940,000		3,516,000		3,516,000
Time deposits in other	Level 1
financial institutions		3,065,000		3,065,000		2,950,111		2,950,111
Securities available for sale	See previous table	38,836,169		38,836,169		36,525,732		36,525,732
Loans receivable, net	Level 2	58,424,901		59,675,194		57,380,062		58,900,634
FHLB stock	Level 1	414,800		414,800		452,700		452,700
Bankers’ Bank stock	Level 1	147,500		147,500		147,500		147,500
Accrued interest receivable	Level 1	409,834		409,834		407,975		407,975
Financial liabilities:
Deposits	Level 2	114,923,155		111,780,146		88,079,831		85,208,429
FHLB	Level 2	7,000,000		7,002,000		8,000,000		8,003,000
Accrued interest payable	Level 1	11,682		11,682		9,008		9,008


(8)	Commitments and Contingencies

The Company is involved with various claims and legal actions arising in the ordinary course of business. In the opinion of management, the ultimate disposition of these matters will not have a material adverse effect on the Company’s consolidated financial statements.

The Company is party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers. The financial instruments include commitments to extend credit of

approximately $503,000 and $250,000 as of June 30, 2016 and December 31, 2015, respectively. These commitments expire one year from origination and are both fixed and adjustable interest rates ranging from 3.25% to 6.00%.


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

General

Management’s discussion and analysis of the financial condition at June 30, 2016 and the results of operations for three and six months ended June 30, 2016 and 2015 is intended to assist in understanding the financial condition and results of operations of the Bank. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto, appearing on Part I, Item 1 of this quarterly report on Form 10-Q.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report 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 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;


•	changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses;


•	our ability to access cost-effective funding;


•	fluctuations in real estate values and both residential and commercial real estate market conditions;


•	demand for loans and deposits in our market area;


•	our ability to implement and change our business strategies;


•	competition with depository and other financial institutions;


•	inflation and changes in the interest rate environment that reduce our margins and yields, the fair value of financial instruments, our level of loan originations, or increases in the level of defaults, losses and prepayments on loans we have made and make;


•	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, including as a result of Basel III;


•	the impact of the Dodd-Frank Act and the implementing regulations;


•	changes in the quality or composition of our loan or investment portfolios;


•	technological changes that may be more difficult or expensive than expected;


•	the inability of third-party providers to perform as expected;


•	our ability to manage market risk, credit risk and operational risk in the current economic environment;


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


•	our ability to successfully integrate into our operations any assets, liabilities, customers, systems and management personnel we may acquire and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;


•	changes in consumer spending, borrowing and savings habits;


•	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;


•	our ability to retain key employees;


•	adverse changes in the national agriculture economy and the agriculture economy in our market area;


•	our compensation expense associated with equity allocated or awarded to our employees; and


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

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

Critical Accounting Policies

There are no material changes to the critical accounting policies disclosed in WCF Bancorp, Inc.’s Prospectus dated May 13, 2016, as filed with the Securities and Exchange Commission pursuant to Securities Act Rule 424(b)(3) on May 20, 2016.

Comparison of Financial Condition at June 30, 2016 and December 31, 2015

Total assets increased $25.1 million, or 22.2%, to $138.0 million at June 30, 2016 from $112.9 million at December 31, 2015. The increase was primarily due to an increase in federal funds sold of $22.4 million, or 640.0%, to $25.9 million at June 30, 2016 from $3.5 million, at December 31, 2015. This increase was due to subscription funds received in the second step conversion stock offering, which closed on July 13, 2016. Cash and due from banks decreased $753,000, or 14.0%, to $4.6 million at June 30, 2016 compared to $5.4 million at December 31, 2015. The decrease resulted from excess funds being used to finance additional loans and to purchase investment securities. Investment securities available for sale increased $2.3 million, or 6.3%, to $38.8 million at June 30, 2016 from $36.5 million at December 31, 2015. Net loans receivable increased $1.0 million, or 1.8%, to $58.4 million at June 30, 2016 from $57.4 million at December 31, 2015. The increase in net loans receivable was due to an increase in consumer loans, due in part from a promotion during the first half of 2016.

Total liabilities increased $25.8 million, or 26.2%, to $124.1 million at June 30, 2016 from $98.3 million at December 31, 2015. The increase in liabilities was due to subscription funds received for the second step conversion stock offering, which closed on July 13, 2016. Deposits at June 30, 2016 were $114.9 million compared to $88.1 million at December 31, 2015. FHLB Advances decreased $1.0 million, to $7.0 million as of June 30, 2016 from $8.0 million as of December 31, 2015.

Stockholders equity decreased $702,000, or 4.8%, to $13.9 million at June 30, 2016 from $14.6 million at December 31, 2015. The decrease in stockholders’ equity resulted from $926,000 of expenses related to the second step conversion stock offering and $151,000 paid in dividends, offset in part by $149,000 of net income during the six months ended June 30, 2016 and $226,000 change in market value of securities available for sale.

Comparison of Results of Operations for the Three Months Ended June 30, 2016 and 2015

Net income increased $38,000, or 88.4%, to $81,000, for the three months ended June 30, 2016, from $43,000 for the same period in 2015. On a basic/diluted earnings per share basis, the earnings were $0.03 and $0.01 for the three months ended June 30, 2016 and 2015, respectively. Total interest income was $942,000 for the 2016 quarter, compared to $926,000 for the 2015 quarter. The increase in total interest income was from organic loan growth and interest in tax-exempt investment securities and other interest-earning assets. Total interest expense was $164,000 for the three months ended June 30, 2016 compared to $158,000 for the three months ended June 30, 2015. The increase was due to higher interest being paid on FHLB advances during the 2016 quarter compared to the 2015 quarter.

Each quarter an analysis of the factors described in “Critical Accounting Policies - Allowance for Loan Losses” is completed. Based on these factors, a $20,000 provision for loan losses was recorded for the quarter ended June 30, 2016 compared to $40,000 for the quarter ended June 30, 2015. The allowance for loan losses reflects the estimate believed to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at June 30, 2016 compared to those at June 30, 2015. While the believed estimates and assumptions used in the determination of the adequacy of the allowance are reasonable, the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact the financial condition and results of operations.

Net interest income after provision for losses on loans increased $30,000, or 4.1%, to $758,000 for the three months ended June 30, 2016, from $728,000 for the three months ended June 30, 2015.

Non-interest income decreased $122,000, or 50.0%, to $122,000, for the three months ended June 30, 2016 from $244,000 for the same period in 2015. The decrease was due to no gains from sales of securities available for sale or office property and equipment for the three months ended June 30, 2016 compared to

$18,000 gain on the sale of securities available for sale and $137,000 gain on disposition of office property and equipment recorded in the three month period ended June 30, 2015. Fees and service charges increased $16,000, or 18.0%, to $105,000 for the three months ended June 30, 2016 compared to $89,000 for the quarter ended June 30, 2015. Other income increased $17,000 during the three months ended June 30, 2016 from no other income for the same period in 2015.

Non-interest expenses consists primarily of compensation and employee benefits, office property and equipment, data processing services, FDIC insurance premiums, charitable contributions and professional fees. During the three months ended June 30, 2016, non-interest expenses were reduced by $119,000, or 12.7% to $819,000, compared to $938,000, for the same three month period in 2015. All of the above non-interest expenses increased during the three months ended June 30, 2016, except charitable contributions. Compensation and employee benefits increased $19,000, or 6.1%, due to hiring a CFO in February of 2016. Office property and equipment increased $34,000, or 36.6%, due to a full three months of expenses on the new corporate headquarters in 2016 compared to two months of expenses during the same period of 2015. Data processing services were $13,000, or 14.3%, higher for the three months ended June 30, 2016 compared to June 30, 2015. FDIC insurance premiums increased $7,000, or 46.7%, during the three months ended June 30, 2016, due to the increase in deposits at June 30, 2016 compared to June 30, 2015. Professional fees increased $65,000, or 154.8%, in 2016 due to additional costs associated with reaudits in preparation for the planned conversion. Charitable contributions of $260,000 in 2015 was a one-time non-interest expense related to the sale of our previous headquarters located at 820 Des Moines Street to the Webster City Community Schools.

We recognized an income tax benefit of $(20,000) for the three month period ended June 30, 2016 compared to an income tax benefit of $(8,000) for the 2015 quarter.

Comparison of Results of Operations for the Six Months Ended June 30, 2016 and 2015

Net income decreased $119,000, or 44.4%, to $149,000 for the six months ended June 30, 2016, from $268,000 for the six months ended June 30, 2015. On a basic/diluted earnings per share basis, earnings were $0.05 and $0.09 per share for the six months ended June 30, 2016 and 2015, respectively. Total interest income was $1.9 million, for the six months ended June 30, 2016, and June 30, 2015. Total interest expense was $328,000, for the six months ended June 30, 2016, compared to $313,000 for six months ended June 30, 2015. The increase was due to higher interest being paid on FHLB advances during the six months ended June 30, 2016, compared to the same period last year.

Each quarter an analysis of the factors described in “Critical Accounting Policies - Allowance for Loan Losses” is completed. Based on these factors, a $20,000 provision for loan losses was recorded for the six months ended June 30, 2016, compared to a provision of $80,000 for the six months ended June 30, 2015. The allowance for loan losses reflects the estimate believed to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at June 30, 2016 compared to those at June 30, 2015. While the believed estimates and assumptions used in the determination of the adequacy of the allowance are reasonable, the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact the financial condition and results of operations.

Net interest income after provision for losses on loans increased $41,000, or 2.8%, to $1.5 million for the six months ended June 30, 2016, from $1.5 million for the six months ended June 30, 2015.

Non-interest income decreased $265,000, or 55.0% to $217,000, for the six months ended June 30, 2016 from $482,000 for the six months ended June 30, 2015. The decrease was due to $15,000 in gains from sales of securities available for sale for the six months ended June 30, 2016 compared to $191,000 in gains on the sales of securities available for sale and a $137,000 gain on disposition of office property and

equipment recorded in the six months ended June 30, 2015. Fees and service charges increased $31,000 or 20.1%, to $184,000 for the six months ended June 30, 2016 compared to $154,000 for the six months ended June 30, 2015. Other income increased during the six months ended June 30, 2016, by $17,000, compared to no other income for the six months ended June 30, 2015.

Non-interest expenses consists primarily of compensation and employee benefits, office property and equipment, data processing services, FDIC insurance premiums, charitable contributions and professional fees. During the six months ended June 30, 2016, non-interest expenses increased $29,000, or 1.8%, to $1.6 million, compared to $1.6 million, for the six months ended June 30, 2015. All of the above non-interest expenses increased during the six months ended June 30, 2016, except charitable contributions and data processing services. Compensation and employee benefits increased $24,000, or 3.9%, due to hiring a CFO in February of 2016. Office property and equipment increased $97,000, or 57.7%, due to a full six months of expenses on the new headquarters for six months in 2016 compared to only two months during the same period of 2015. FDIC insurance premiums increased $8,000, or 25.0%, during the six months ended June 30, 2016, due to the increase in deposits at June 30, 2016 compared to June 30, 2015. Professional fees increased $125,000, or 133.0%, in 2016 due to additional costs associated with reaudits in preparation for the planned conversion. The charitable contributions of $260,000 in 2015 was a one-time non-interest expense related to the sale of the previous headquarters located at 820 Des Moines Street to the Webster City Community Schools. Data processing services were $2,000, or 1.1%, lower for the six months ended June 30, 2016 compared to the same period in 2015.

We recognized an income tax benefit of $(49,000) for the six months ended June 30, 2016 compared to an income expense of $84,000 for the six months ended June 30, 2015. This change was due to the sale of taxable municipal bonds and the purchase of tax exempt municipal bonds. During the first six months of 2016 we had gains on sales of securities available-for-sale, net of $15,000 compared to $191,000 for the six months ended June 30, 2015. There were no gains on the disposition of office property and equipment during the first six months of 2016 compared to $137,000 in gains during the six months ended June 30, 2015. With these gains, earnings before taxes on income were $99,000 and $352,000 for six months ended June 30, 2016 and 2015, respectively.


Item 3	Quantitative and Qualitative Disclosures About Market Risk

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


Item 4	Controls and Procedures

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of June 30, 2016. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Registrant’s disclosure controls and procedures were effective.

During the quarter ended June 30, 2016, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

Part II – Other Information

Item 1 Legal Proceedings

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


Item 1A	Risk Factors

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


Item 2	Unregistered Sales of Equity Securities and Use of Proceeds


(a)	There were no sales of unregistered securities during the period covered by this Report.

(b)

Use of Proceeds. On March 3, 2016, the Board of Directors adopted a plan of conversion and reorganization (the “Plan”), pursuant to which the Bank’s former mutual holding company would convert from the mutual to the stock form of ownership and WCF Bancorp would sell shares of common stock to the public. On March 10, 2016, WCF Bancorp filed a Registration Statement on Form S-1 with the Securities and Exchange Commission (File No. 333-210056) with respect to the shares to be offered and sold pursuant to the Plan. WCF Bancorp registered for offer and sale up to 2,563,224 shares of common stock, par value $0.01 per share, at a sales price of $8.00 per share. The registration statement was declared effective by the Securities and Exchange Commission on May 13, 2016.

The public stock offering closed on July 13, 2016, and on July 14, 2016 the common stock began trading on the Nasdaq Capital Market under the symbol “WCFB.”

In accordance with the Plan and pursuant to the registration statement, the shares of common stock were offered to eligible depositors of WCF Financial Bank and the Bank’s tax-qualified employee benefit plans, including its employee stock ownership. Keefe, Bruyette & Woods, Inc. was engaged to assist in the marketing of the common stock. For its services, Keefe, Bruyette & Woods, Inc. received a management fee of $25,000 and a success fee of $225,000. The success fee was reduced by the management fee upon consummation of the transaction.

The stock offering resulted in gross proceeds of $17.1 million through the sale of 2,139,231 shares at $8.00 per share. Expenses related to the offering were approximately $1.0 million resulting in net proceeds of $16.1 million, of which $8 million was contributed to WCF Financial Bank in the form of additional paid in capital, and the remainder was retained by WCF Bancorp to be utilized for general corporate purposes. WCF Bancorp loaned $1,369,104 to the WCF Financial Bank employee stock ownership plan to enable it to purchase 171,138 shares of common stock in the offering. Initially, upon the closing of the offering, a substantial portion of the proceeds have been invested in overnight investments and short-term investments.


(c)	There were no issuer repurchases of securities during the period covered by this Report.

Item 3 Defaults Upon Senior Securities

None.


Item 4	Mine Safety Disclosures

Not applicable.

Item 5 Other Information

None.


Item 6	Exhibits


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


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


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

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.



		WCF BANCORP, INC.


Date: August 11, 2016		/s/ Stephen L. Mourlam
		Stephen L. Mourlam
		President and Chief Executive Officer


Date: August 11, 2016		/s/ Kasie L. Doering
		Kasie L. Doering
		Chief Financial Officer

WCF Bancorp, Inc. - FORM 10-Q - August 11, 2016

Attached files

WCF Bancorp, Inc. Reports