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EX-32.2 - EXHIBIT 32.2 - Eagle Financial Bancorp, Inc.tv500040_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - Eagle Financial Bancorp, Inc.tv500040_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Eagle Financial Bancorp, Inc.tv500040_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Eagle Financial Bancorp, Inc.tv500040_ex31-1.htm

  

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

 

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

 

For the quarterly period ended                        June 30, 2018                       

 

OR

 

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

 

For the transition period from ____________ to _______________

 

Commission File No. 001-38162

 

Eagle Financial Bancorp, Inc.
(Exact name of registrant as specified in its charter)

 

Maryland   (82-1340349)
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)    

 

6415 Bridgetown Road, Cincinnati, OH  45248
(Address of principal executive office)

 

Registrant’s telephone number, including area code: (513) 574-0700

 

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 Sections 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 x      No ¨

 

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

 

Yes x      No ¨

 

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

 

  Large accelerated filer ¨   Accelerated filer ¨  
  Non-accelerated filer (Do not check if a smaller reporting company)   ¨  
  Smaller reporting company x        
  Emerging growth company x        

 

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

 

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

 

Yes ¨      No x

 

There were 1,612,808 shares of the Registrant’s common stock issued and outstanding as of August 10, 2018.

 

 

 

 

 

 

INDEX

 

    Page
  Part I. Financial Information  
     
Item 1. Condensed Consolidated Balance Sheets as of June 30, 2018 (Unaudited) and  December 31, 2017 3
     
  Condensed Consolidated Statements of Income and Comprehensive Income for the Three and Six Months Ended June 30, 2018 and 2017 (Unaudited) 4
     
  Condensed Consolidated Statements of Shareholders’ Equity for the Six Months  ended June 30, 2018 and 2017 (Unaudited) 5
     
  Condensed Consolidated Statements of Cash Flows for the Six Months Ended  June 30, 2018 and 2017 (Unaudited) 6
     
  Notes to Consolidated Financial Statements (Unaudited) 8
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of  Operations 31
Item 3. Quantitative and Qualitative Disclosures about Market Risk 42
Item 4. Controls and Procedures 42
     
  Part II. Other Information
     
Item 1. Legal Proceedings 42
Item 1A. Risk Factors 42
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 42
Item 3. Defaults upon Senior Securities 42
Item 4. Mine Safety Disclosures 42
Item 5. Other Information 42
Item 6. Exhibits 43
  Signatures 44

 

2

 

 

Part I. Financial Information

 

Item 1.Financial Statements

 

Eagle Financial Bancorp, Inc.

Condensed Consolidated Balance Sheets

June 30, 2018 (Unaudited) and December 31, 2017

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

 

   June 30,   December 31, 
   2018   2017 
Assets        
         
Cash and due from banks  $429   $519 
Federal Reserve and Federal Home Loan Bank (FHLB) demand accounts   7,522    14,831 
Cash and cash equivalents   7,951    15,350 
Interest-bearing time deposits in other banks   4,482    5,079 
Loans held for sale   4,119    3,336 
Loans, net of allowance for loan losses of $1,167 and $1,181 at June 30, 2018 and December 31, 2017, respectively   105,738    96,529 
Premises and equipment - at depreciated cost   4,296    4,361 
FHLB stock - at cost   754    736 
Foreclosed real estate held for sale, net   46    - 
Bank-owned life insurance (BOLI)   1,935    1,912 
FHLB lender risk account receivable   3,242    3,168 
Accrued interest receivable   328    287 
Prepaid federal income taxes   12    37 
Other assets   610    287 
           
Total assets  $133,513   $131,082 
           
Liabilities and Shareholders' Equity          
           
Liabilities          
Deposits          
Noninterest-bearing  $5,524   $4,032 
Interest-bearing   98,130    97,086 
Total deposits   103,654    101,118 
           
FHLB advances   -    9 
Advances from borrowers for taxes and insurance   285    866 
Accrued interest payable   1    1 
Accrued supplemental retirement plans   1,190    1,079 
Deferred federal tax liability   316    315 
Other liabilities   466    357 
           
Total liabilities   105,912    103,745 
           
Shareholders' Equity          
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued and outstanding   -    - 
Common stock, $0.01 par value, 50,000,000 shares authorized, 1,612,808 shares issued and outstanding   16    16 
Additional paid-in capital   14,749    14,730 
Retained earnings   14,029    13,817 
Unearned Employee Stock Ownership Plan ("ESOP") shares   (1,193)   (1,226)
           
Total shareholders' equity   27,601    27,337 
           
Total liabilities and shareholders' equity  $133,513   $131,082 

 

See accompanying notes to condensed financial statements.

 

3

 

 

Eagle Financial Bancorp, Inc.

Condensed Consolidated Statements of Income and Comprehensive Income

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

   Three Months Ended   Six Months Ended 
   June 30,   June 30, 
   2018   2017   2018   2017 
Interest and Dividend Income                    
Interest earned on loans  $1,168   $998   $2,259   $1,951 
Dividends on FHLB stock   12    9    22    18 
Other interest-earning deposits   55    28    119    60 
                     
Total interest and dividend income   1,235    1,035    2,400    2,029 
                     
Interest Expense                    
Interest on deposits   185    167    354    328 
FHLB advances   -    -    -    1 
Total interest expense   185    167    354    329 
                     
Net Interest Income   1,050    868    2,046    1,700 
                     
Provision for Loan Losses   -    75    -    85 
                     
Net Interest Income After Provision for Loan Losses   1,050    793    2,046    1,615 
                     
Noninterest Income                    
Net gains on loan sales   388    493    765    1,096 
Other service charges and fees   50    55    91    93 
Income from BOLI   12    11    23    23 
                     
Total noninterest income   450    559    879    1,212 
                     
Noninterest Expense                    
Compensation and benefits   898    806    1,738    1,547 
Occupancy and equipment, net   59    60    122    111 
Data processing   75    67    153    134 
Legal and professional services   80    46    153    128 
FDIC premium expense   10    9    20    9 
Foreclosed real estate impairments and expenses, net   -    2    -    9 
Franchise and other taxes   59    27    100    54 
Advertising   30    51    40    67 
ATM processing expense   21    21    40    44 
Other expenses   159    135    301    259 
                     
Total noninterest expense   1,391    1,224    2,667    2,362 
                     
Income Before Income Taxes   109    128    258    465 
                     
Income Taxes                    
Provision for Income taxes   25    39    46    150 
                     
Total income taxes   25    39    46    150 
                     
Net Income and Comprehensive Income  $84   $89   $212   $315 
Earnings per share - basic and diluted  $0.05    N/A   $0.14    N/A 
Weighted-average shares outstanding - basic and diluted   1,492,923    N/A    1,492,117    N/A 

 

See accompanying notes to condensed financial statements.

 

4

 

 

Eagle Financial Bancorp, Inc.

Condensed Consolidated Statements of Shareholders’ Equity

Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

       Additional       Unearned     
   Common   Paid-In   Retained   ESOP     
   Stock   Capital   Earnings   Shares   Total 
Balance at December 31, 2016  $-   $-   $13,477   $-   $13,477 
Net income   -    -    315    -    315 
Balance at June 30, 2017  $-   $-   $13,792   $-   $13,792 
                          
Balance at December 31, 2017  $16   $14,730   $13,817   $(1,226)  $27,337 
Net income   -    -    212    -    212 
ESOP shares earned   -    19    -    33    52 
Balance at June 30, 2018  $16   $14,749   $14,029   $(1,193)  $27,601 

 

See accompanying notes to condensed financial statements.

 

5

 

 

Eagle Financial Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

   Six Months Ended 
   June 30, 
   2018   2017 
Operating Activities          
Net income  $212   $315 
Items not requiring (providing) cash:          
Depreciation and amortization   79    108 
Proceeds on sale of loans in the secondary market   27,409    32,888 
Loans originated for sale in the secondary market   (27,427)   (35,666)
Gain on sale of loans   (765)   (1,096)
Provision for loan losses   -    85 
Loss on sale of foreclosed real estate   -    3 
Deferred federal tax liability   1    64 
Increase in cash surrender value of BOLI   (23)   (23)
Impairment on foreclosed real estate   -    3 
ESOP compensation expense   52    - 
Changes in:          
FHLB lender risk account receivable   (74)   (352)
Accrued interest receivable and interest payable   (41)   (12)
Other assets and prepaid federal income taxes   (298)   (923)
Accrued supplemental retirement plans   111    105 
Accrued expenses and other liabilities   109    332 
           
Net cash flows used in operating activities   (655)   (4,169)
           
Investing Activities          
Net decrease in interest-bearing time deposits in other banks   597    247 
Net increase in loans   (9,232)   (7,621)
Purchase of FHLB stock   (18)   (8)
Purchase of premises and equipment   (37)   (92)
Proceeds from sale of foreclosed real estate   -    49 
           
Net cash used in investing activities   (8,690)   (7,425)
           
Financing Activities          
Net increase in deposits   2,536    12,629 
Repayment of FHLB advances   (9)   (11)
Net decrease in advances from borrowers for  taxes and insurance   (581)   (452)
           
Net cash provided by financing activities   1,946    12,166 
           
(Decrease) Increase in Cash and Cash Equivalents   (7,399)   572 
           
Cash and Cash Equivalents, Beginning of Period   15,350    19,589 
           
Cash and Cash Equivalents, End of Period  $7,951   $20,161 

 

(Continued)

 

6

 

 

Eagle Financial Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

   Six Months Ended 
   June 30, 
   2018   2017 
Supplemental Cash Flows Information:          
Interest paid  $354   $329 
Income taxes paid   19    - 
Transfers to foreclosed assets held for sale   46    - 

 

See accompanying notes to condensed financial statements.

 

7

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

Note 1:Nature of Operations and Summary of Significant Accounting Policies

 

General

 

Eagle Financial Bancorp, Inc. (the “Company”), a Maryland corporation and registered savings and loan holding company, was formed on February 21, 2017 to become the savings and loan holding company for Eagle Savings Bank (the “Bank”). The Bank, an Ohio chartered savings and loan association, completed its mutual-to-stock conversion on July 20, 2017. In connection with the Bank’s conversion, the Company acquired 100% ownership of the Bank and the Company offered and sold 1,572,808 shares of its common stock at $10.0 per share, for gross offering proceeds of $15,728. The cost of the conversion and issuance of common stock was approximately $1,423, which was deducted from the gross offering proceeds. The Company also contributed 40,000 shares of its common stock and $100,000 of cash to Eagle Savings Bank Charitable Foundation (the “Foundation”), a charitable foundation formed in connection with the Bank’s conversion. The Bank’s employee stock ownership plan (“ESOP”) purchased 129,024 shares of the common stock sold by the Company, which was 8% of the 1,612,808 shares of common stock issued by the Company, including the shares contributed to the Foundation. The ESOP purchased the shares using a loan from the Company. The Company contributed $7,153 of the net proceeds from the offering to the Bank, loaned $1,290 of the net proceeds to the ESOP, contributed $100 to the Foundation and retained approximately $5,763 of the net proceeds.

 

Following the Bank’s conversion, voting rights are held and exercised exclusively by the shareholders of the holding company. Deposit account holders continue to be insured by the FDIC. A liquidation account was established in an amount equal to the Bank’s total equity as of the latest balance sheet date in the final offering circular used in the conversion. Each eligible account holder or supplemental account holder are entitled to a proportionate share of this 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 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.

 

The Bank may not pay a dividend on its capital stock, if the effect thereof would cause retained earnings to be reduced below the liquidation account amount or regulatory capital requirements. In addition, the stock holding company will be subject to certain regulations related to the payment of dividends and the repurchase of its capital stock. For additional information regarding restrictions on dividends and stock repurchases that may be paid by the Company, see the Company’s annual report on Form 10-K (the “Form 10-K”) for the year ended December 31, 2017, filed with the SEC on March 23, 2018.

 

The Conversion was accounted for as a change in corporate form with the historic basis of the Bank’s assets, liabilities and equity unchanged as a result.

 

Basis of Presentation and Consolidation

 

The condensed consolidated financial statements as of June 30, 2018 and for the three and six months ended June 30, 2018, include Eagle Financial Bancorp, Inc. and the Bank, its wholly owned subsidiary. Intercompany transactions and balances have been eliminated in consolidation. The financial statements for the three and six months ended June 30, 2017 represent the Bank only, as the conversion to stock form, including the formation of the Company was completed on July 20, 2017.

 

8

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

References herein to the Company for periods prior to the completion of the stock conversion should be deemed to refer to the Bank. The accompanying condensed balance sheet of the Company as of December 31, 2017, which has been derived from audited financial statements, and unaudited condensed financial statements of the Company as of June 30, 2018 and for the three and six months ended June 30, 2018 and 2017, were prepared in accordance with instructions for Form 10-Q and Rule 10-01 of Regulation S-X and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations and cash flows in accounting principles generally accepted in the United States of America. Accordingly, these condensed financial statements should be read in conjunction with the financial statements and notes thereto of the Company for the year ended December 31, 2017 included in the Registrant’s Form 10-K. Reference is made to the accounting policies of the Company described in the Notes to Financial Statements contained in the Form 10-K.

 

In the opinion of management, all adjustments (consisting only of normal recurring adjustments) which are necessary for a fair presentation of the unaudited condensed financial statements have been included to present fairly the financial position as of June 30, 2018 and the results of operations and cash flows for the three and six months ended June 30, 2018 and 2017. All interim amounts have not been audited and the results of operations for the three and six months ended June 30, 2018, herein are not necessarily indicative of the results of operations to be expected for the entire year.

 

Use of Estimates

 

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. Actual results could differ from those estimates.

 

Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for loan losses, valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, and fair values of financial instruments.

 

Earnings Per Share

 

Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding during the period, including allocated and committed-to-be-released ESOP shares, during the applicable period. Diluted earnings per share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method. There were no dilutive shares as of June 30, 2018.

 

9

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

The following table presents a reconciliation of the number of shares used in the calculation of basic and diluted earnings per common share:

 

   Three Months Ended   Six Months Ended 
   June 30, 2018   June 30, 2018 
         
Net income  $84   $212 
           
Weighted average shares outstanding for basic earnings per share:          
           
Average shares outstanding:   1,612,808    1,612,808 
Less: Average unearned ESOP shares   119,885    120,691 
    1,492,923    1,492,117 
           
Additional dilutive shares:   -    - 
           
Weighted average shares outstanding for basic and diluted earnings per share:   1,492,923    1,492,117 
           
Basic and diluted earnings per share  $0.05   $0.14 

 

Note 2:Loans and Allowance for Loan Losses

 

The composition of the loan portfolio at June 30, 2018 and December 31, 2017 was as follows:

 

   June 30,   December 31, 
   2018   2017 
Residential mortgage loans  $64,138   $53,682 
Commercial real estate and land loans   13,496    13,739 
Home equity and other consumer   12,902    12,570 
Residential construction loans   10,734    10,362 
Residential mortgage loans, non-owner occupied   6,769    7,082 
Multi-family real estate loans   1,174    2,084 
Commercial loans   6,345    5,536 
    115,558    105,055 
           
Net deferred loan costs   44    66 
Loans in process   (8,697)   (7,411)
Allowance for loan losses   (1,167)   (1,181)
           
Net loans  $105,738   $96,529 

 

10

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

Loans serviced for the benefit of others at June 30, 2018 and December 31, 2017 amounted to $1,919 and $2,166, respectively.

 

Loans in process relates to primarily residential mortgage loans.

 

Risk characteristics applicable to each segment of the loan portfolio are described as follows.

 

Residential Mortgage Loans, including Construction Loans and Land Loans: The residential 1-4 family real estate loans and construction loans are generally secured by owner-occupied 1-4 family residences. Repayment of these loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans can be impacted by economic conditions within the Bank’s market areas that might impact either property values or a borrower’s personal income. Land loans are secured primarily by unimproved land for future residential use. Risk is mitigated by the fact that the loans are of smaller individual amounts and spread over a large number of borrowers.

 

Residential Mortgage Loans, Non-Owner Occupied: One-to-four family, non-owner occupied loans carry greater inherent risks than one-to-four family, owner occupied loans, since the repayment ability of the borrower is generally reliant on the success of the income generated from the property.

 

Commercial Real Estate and Multi-Family Real Estate: Commercial real estate loans typically involve larger principal amounts, and repayment of these loans is generally dependent on the successful operations of the property securing the loan or the business conducted on the property securing the loan. Multi-family real estate loans are generally secured by apartment complexes. These loans are viewed primarily as cash flow loans and secondarily as loans secured by real estate. Credit risk in these loans may be impacted by the creditworthiness of a borrower, property values and the local economies in the Bank’s market areas.

 

Commercial: The commercial portfolio includes loans to commercial customers for use in financing working capital needs, equipment purchases and expansions. The loans in this category are repaid primarily from the cash flow of a borrower’s principal business operation. Credit risk in these loans is driven by creditworthiness of a borrower and the economic conditions that impact the cash flow stability from business operations.

 

Home equity and Other Consumer: The consumer loan portfolio consists of home equity loans and term and line of credit loans such as automobile loans and loans for other personal purposes. Repayment of the home equity loans is primarily dependent on the personal income and credit rating of the borrowers. Credit risk in these loans can be impacted by economic conditions within the Bank’s market areas that might impact either property values or a borrower’s personal income. Repayment for term and line of credit loans will come from a borrower’s income sources that are typically independent of the loan purpose. Credit risk is driven by consumer economic factors (such as unemployment and general economic conditions in the Bank’s market area) and the creditworthiness of a borrower.

 

11

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

The following tables present the activity in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method for the three and six months ended June 30, 2018 and 2017 and year ended December 31,2017:

 

Six Months Ended June 30, 2018
(Unaudited)
  Residential
Mortgage
Loans
   Commercial
Real Estate
and Land
Loans
   Home
Equity and
Other
Consumer
   Residential
Construction
Loans
   Residential
Mortgage
Loans Non-
Owner
Occupied
   Multi-
Family Real
Estate
Loans
   Commercial
Loans
   Total 
Allowance for loan losses:                                        
Balance, beginning of year  $283   $199   $276   $116   $122   $25   $160   $1,181 
Provision (credit) charged to expense   154    6    28    1    (38)   (11)   (140)   - 
Losses charged off   (22)   -    -    -    -    -    -    (22)
Recoveries   7    -    -    -    1    -    -    8 
                                         
Balance, end of period  $422   $205   $304   $117   $85   $14   $20   $1,167 
                                         
Ending balance:  individually evaluated for impairment  $5   $13   $-   $-   $-   $-   $-   $18 
                                         
Ending balance:  collectively evaluated for impairment  $417   $192   $304   $117   $85   $14   $20   $1,149 
                                         
Loans:                                        
Ending balance  $64,138   $13,496   $12,902   $10,734   $6,769   $1,174   $6,345   $115,558 
                                         
Ending balance:  individually evaluated for impairment  $76   $163   $-   $-   $193   $-   $-   $432 
                                         
Ending balance:  collectively evaluated for impairment  $64,062   $13,333   $12,902   $10,734   $6,576   $1,174   $6,345   $115,126 

 

Three Months Ended June 30, 2018 
(Unaudited)
  Residential
Mortgage
Loans
   Commercial
Real Estate 
and Land
Loans
   Home
Equity and
Other
Consumer
   Residential
Construction
Loans
   Residential 
Mortgage
Loans Non-
Owner
Occupied
   Multi-
Family Real
Estate
Loans
   Commercial 
Loans
   Total 
Allowance for loan losses:                                        
Balance, beginning of period  $288   $209   $293   $123   $87   $25   $160   $1,185 
Provision (credit) charged to expense   152    (4)   11    (6)   (2)   (11)   (140)   - 
Losses charged off   (22)   -    -    -    -    -    -    (22)
Recoveries   4    -    -    -    -    -    -    4 
                                         
Balance, end of period  $422   $205   $304   $117   $85   $14   $20   $1,167 

 

12

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

Six Months Ended June 30, 2017
(Unaudited)
  Residential
Mortgage
Loans
   Commercial
Real Estate
and Land
Loans
   Home
Equity and
Other
Consumer
   Residential
Construction
Loans
   Residential
Mortgage
Loans Non-
Owner
Occupied
   Multi-
Family Real
Estate
Loans
   Commercial
Loans
   Total 
Allowance for loan losses:                                        
Balance, beginning of year  $166   $164   $341   $88   $175   $30   $173   $1,137 
Provision (credit) charged to expense   31    65    (25)   3    45    (7)   (27)   85 
Losses charged off   -    -    -    -    -    -    -    - 
Recoveries   -    -    -    -    -    -    7    7 
                                         
Balance, end of period  $197   $229   $316   $91   $220   $23   $153   $1,229 

 

Three Months Ended June 30, 2017
(Unaudited)
  Residential
Mortgage
Loans
   Commercial
Real Estate
and Land
Loans
   Home
Equity and
Other
Consumer
   Residential
Construction
Loans
   Residential
Mortgage
Loans Non-
Owner
Occupied
   Multi-
Family Real
Estate
Loans
   Commercial
Loans
   Total 
Allowance for loan losses:                                        
Balance, beginning of period  $184   $174   $335   $89   $165   $28   $175   $1,150 
Provision (credit) charged to expense   13    55    (19)   2    55    (5)   (26)   75 
Losses charged off   -    -    -    -    -    -    -    - 
Recoveries   -    -    -    -    -    -    4    4 
                                         
Balance, end of period  $197   $229   $316   $91   $220   $23   $153   $1,229 

 

Year Ended December 31, 2017  Residential
Mortgage
Loans
   Commercial
Real Estate
and Land
Loans
   Home
Equity and
Other
Consumer
   Residential
Construction
Loans
   Residential
Mortgage
Loans Non-
Owner
Occupied
   Multi-
Family Real
Estate
Loans
   Commercial
Loans
   Total 
Allowance for loan losses:                                        
Balance, beginning of year  $166   $164   $341   $88   $175   $30   $173   $1,137 
Provision (credit) charged to expense   112    108    (65)   28    (44)   (5)   (32)   102 
Losses charged off   -    (73)   -    -    (9)   -    -    (82)
Recoveries   5    -    -    -    -    -    19    24 
                                         
Balance, end of year  $283   $199   $276   $116   $122   $25   $160   $1,181 
                                         
Ending balance:  individually evaluated for impairment  $22   $10   $-   $-   $32   $-   $138   $202 
                                         
Ending balance:  collectively evaluated for impairment  $261   $189   $276   $116   $90   $25   $22   $979 
                                         
Loans:                                        
Ending balance  $53,682   $13,739   $12,570   $10,362   $7,082   $2,084   $5,536   $105,055 
                                         
Ending balance:  individually evaluated for impairment  $142   $157   $-   $-   $196   $-   $300   $795 
                                         
Ending balance:  collectively evaluated for impairment  $53,540   $13,582   $12,570   $10,362   $6,886   $2,084   $5,236   $104,260 

 

13

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

Internal Risk Categories

 

Loan grades are numbered 1 through 8. Grades 5 through 8 are considered satisfactory grades. The grade of 1, or Special Mention, represents loans of lower quality and is considered criticized. The grades of 2, or Substandard, 3, or Doubtful, and 4, or Loss refer to assets that are classified. The use and application of these grades by the Bank will be uniform and shall conform to the Bank’s policy.

 

Special Mention (grade 1) assets have potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification. Ordinarily, special mention credits have characteristics which corrective management action would remedy.

 

Substandard (grade 2) loans are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected.

 

Doubtful (grade 3) loans classified as 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 current known facts, conditions and values, highly questionable and improbable.

 

Loss (grade 4) loans classified as loss are considered uncollectible and of such little value that their continuance as assets is not warranted. This classification does not mean that the loan has absolutely no recovery or salvage value but rather it is not practical or desirable to defer writing off even though partial recovery may be affected in the future.

 

Satisfactory (grades 5 through 8) represent loans for which quality is considered to be satisfactory.

 

14

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

The following tables present the credit risk profile of the Bank’s loan portfolio based on rating category and payment activity as of June 30, 2018 and December 31, 2017:

 

June 30, 2018 (Unaudited)  Residential
Mortgage
Loans
   Commercial
Real Estate
and Land
Loans
   Home
Equity and
Other
Consumer
   Residential
Construction
Loans
   Residential
Mortgage
Loans Non-
Owner
Occupied
   Multi-
Family Real
Estate
Loans
   Commercial 
Loans
   Total 
Rating                                        
Satisfactory (5-8)  $62,954   $12,970   $12,645   $10,734   $6,760   $1,174   $6,054   $113,291 
Special mention (1)   -    -    -    -    -    -    125    125 
Substandard (2)   1,184    363    257    -    9    -    166    1,979 
Doubtful (3)   -    163    -    -    -    -    -    163 
Loss (4)   -    -    -    -    -    -    -    - 
                                         
Total  $64,138   $13,496   $12,902   $10,734   $6,769   $1,174   $6,345   $115,558 

 

December 31, 2017  Residential
Mortgage
Loans
   Commercial
Real Estate
and Land
Loans
   Home
Equity and
Other
Consumer
   Residential
Construction
Loans
   Residential
Mortgage
Loans Non-
Owner
Occupied
   Multi-
Family Real
Estate
Loans
   Commercial 
Loans
   Total 
Rating                                        
Satisfactory (5-8)  $52,948   $13,212   $12,411   $10,362   $6,508   $2,084   $5,039   $102,564 
Special mention (1)   -    -    -    -    -    -    -    - 
Substandard (2)   734    527    159    -    574    -    497    2,491 
Doubtful (3)   -    -    -    -    -    -    -    - 
Loss (4)   -    -    -    -    -    -    -    - 
                                         
Total  $53,682   $13,739   $12,570   $10,362   $7,082   $2,084   $5,536   $105,055 

 

The Company evaluates the loan risk grading system definitions and allowance for loan losses methodology on an ongoing basis. No significant changes were made to either during the three and six months ended June 30, 2018.

 

15

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

The following tables present the Bank’s loan portfolio aging analysis of the recorded investment in loans as of June 30, 2018 and December 31, 2017:

 

June 30, 2018 (Unaudited)  30-59 Days
Past Due
   60-89 Days
Past Due
   90 Days 
Past Due or
More
   Total  
Past 
Due
   Current   Total 
Loans 
Receivable
   Recorded
Investment 90
Days and
Accruing
 
Residential mortgage loans  $580   $104   $467   $1,151   $62,987   $64,138   $- 
Commercial real estate and land loans   -    -    163    163    13,333    13,496    - 
Home equity and other consumer   56    -    29    85    12,817    12,902    - 
Residential construction loans   -    -    -    -    10,734    10,734    - 
Residential mortgage loans, non-owner occupied   -    -    -    -    6,769    6,769    - 
Multi-family real estate loans   -    -    -    -    1,174    1,174    - 
Commercial loans   -    -    -    -    6,345    6,345    - 
                                    
Total  $636   $104   $659   $1,399   $114,159   $115,558   $- 

 

December 31, 2017  30-59 Days
Past Due
   60-89 Days
Past Due
   90 Days 
Past Due or
More
   Total  
Past 
Due
   Current   Total 
Loans 
Receivable
   Recorded
Investment 90
Days and
Accruing
 
Residential mortgage loans  $173   $-   $634   $807   $52,875   $53,682   $- 
Commercial real estate and land loans   -    -    157    157    13,582    13,739    - 
Home equity and other consumer   39    -    -    39    12,531    12,570    - 
Residential construction loans   -    -    -    -    10,362    10,362    - 
Residential mortgage loans, non-owner occupied   -    -    -    -    7,082    7,082    - 
Multi-family real estate loans   -    -    -    -    2,084    2,084    - 
Commercial loans   -    -    -    -    5,536    5,536    - 
                                    
Total  $212   $-   $791   $1,003   $104,052   $105,055   $- 

 

A loan is considered impaired, in accordance with the impairment accounting guidance (ASC 310-10-35-16), when based on current information and events, it is probable the Bank will be unable to collect all amounts due from the borrower in accordance with the contractual terms of the loan.

 

16

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

The following tables present impaired loans at June 30, 2018, June 30, 2017 and as of December 31, 2017:

 

               For the Three Months
Ended
   For the Six Months Ended 
   As of June 30, 2018       June 30, 2018   June 30, 2018 
               Average       Average     
       Unpaid       Investment   Interest   Investment   Interest 
   Recorded   Principal   Allocated   in Impaired   Income   in Impaired   Income 
   Balance   Balance   Allowance   Loans   Recognized   Loans   Recognized 
Loans without an allocated allowance:                                   
Residential mortgage loans  $-   $-   $-   $-   $-   $-   $- 
Commercial real estate and land loans   -    -    -    -    -    -    - 
Home equity and other consumer   -    -    -    -    -    -    - 
Residential construction loans   -    -    -    -    -    -    - 
Residential mortgage loans, non-owner occupied   193    193    -    193    3    194    6 
Multi-family real estate loans   -    -    -    -    -    -    - 
Commercial loans   -    -    -    -    -    -    - 
Loans with an allocated allowance:                                   
Residential mortgage loans   76    76    5    119    2    130    3 
Commercial real estate and land loans   163    163    13    161    -    159    - 
Home equity and other consumer   -    -    -    -    -    -    - 
Residential construction loans   -    -    -    -    -    -    - 
Residential mortgage loans, non-owner occupied   -    -    -    -    -    -    - 
Multi-family real estate loans   -    -    -    -    -    -    - 
Commercial loans   -    -    -    199    5    250    9 
                                    
Total  $432   $432   $18   $672   $10   $733   $18 

 

               For the Three Months
Ended
   For the Six Months Ended 
   As of June 30, 2017       June 30, 2017   June 30, 2017 
               Average       Average     
       Unpaid       Investment   Interest   Investment   Interest 
   Recorded   Principal   Allocated   in Impaired   Income   in Impaired   Income 
   Balance   Balance   Allowance   Loans   Recognized   Loans   Recognized 
Loans without an allocated allowance:                                   
Residential mortgage loans  $-   $-   $-   $-   $-   $-   $- 
Commercial real estate and land loans   -    -    -    -    -    -    - 
Home equity and other consumer   -    -    -    -    -    -    - 
Residential construction loans   -    -    -    -    -    -    - 
Residential mortgage loans, non-owner occupied   -    -    -    -    -    -    - 
Multi-family real estate loans   -    -    -    -    -    -    - 
Commercial loans   -    -    -    -    -    -    - 
Loans with an allocated allowance:                                   
Residential mortgage loans   143    143    24    144    2    145    4 
Commercial real estate and land loans   213    213    60    209    -    210    1 
Home equity and other consumer   -    -    -    -    -    -    - 
Residential construction loans   -    -    -    -    -    -    - 
Residential mortgage loans, non-owner occupied   269    269    45    270    3    294    6 
Multi-family real estate loans   -    -    -    -    -    -    - 
Commercial loans   301    301    140    315    6    315    9 
                                    
Total  $926   $926   $269   $938   $11   $964   $20 

 

17

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

   As of December 31, 2017 
               Average     
       Unpaid       Investment   Interest 
   Recorded   Principal   Allocated   in Impaired   Income 
   Balance   Balance   Allowance   Loans   Recognized 
Loans without an allocated allowance:                         
Residential mortgage loans  $-   $-   $-   $-   $- 
Commercial real estate and land loans   -    -    -    -    - 
Home equity and other consumer   -    -    -    -    - 
Residential construction loans   -    -    -    -    - 
Residential mortgage loans, non-owner occupied   -    -    -    -    - 
Multi-family real estate loans   -    -    -    -    - 
Commercial loans   -    -    -    -    - 
Loans with an allocated allowance:                         
Residential mortgage loans   142    142    22    143    7 
Commercial real estate and land loans   157    157    10    192    1 
Home equity and other consumer   -    -    -    -    - 
Residential construction loans   -    -    -    -    - 
Residential mortgage loans, non-owner occupied   196    196    32    199    13 
Multi-family real estate loans   -    -    -    -    3 
Commercial loans   300    300    138    313    17 
                          
Total  $795   $795   $202   $847   $41 

 

Interest income recognized is not materially different than interest income that would have been recognized on a cash basis.

 

The following table presents the Bank’s nonaccrual loans at June 30, 2018 and December 31, 2017. This table excludes performing troubled debt restructurings.

 

   June 30,   December 31, 
   2018   2017 
Residential mortgage loans  $467   $634 
Commercial real estate and land loans   163    157 
Home equity and other consumer   29    - 
Residential construction loans   -    - 
Residential mortgage loans, non-owner occupied   -    - 
Multi-family real estate loans   -    - 
Commercial loans   -    - 
           
Total  $659   $791 

 

18

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

Following is a summary of troubled debt restructurings at June 30, 2018 and December 31, 2017:

 

   As of June 30, 2018   As of December 31, 2017 
   Number of
Contracts
   Recorded
Investment
   Number of
Contracts
   Recorded
Investment
 
                 
Residential mortgage loans   1   $76    1   $77 
Commercial real estate and land loans   -    -    -    - 
Home equity and other consumer   -    -    -    - 
Residential construction loans   -    -    -    - 
Residential mortgage loans, non-owner occupied   4    193    4    196 
Multi-family real estate loans   -    -    -    - 
Commercial loans   -    -    1    300 
    5   $269    6   $573 

 

As of June 30, 2018, the Bank had five residential mortgage loans and residential non-owner occupied loans totaling $269 in troubled debt restructurings with the largest totaling $76.  As of December 31, 2017, the Bank had total troubled debt restructurings of $573.  There were five residential mortgage loans and residential non-owner occupied loans totaling $273 in troubled debt restructurings with the largest totaling $195.  The remaining $300 in troubled debt restructurings consisted of one commercial loan. These loans were modified due to short term concessions. Eagle Savings Bank has no commitments to lend additional funds to these debtors owing receivables whose terms have been modified in troubled debt restructurings. During the three months and six months ended June, 30, 2018 and 2017 there were no new troubled debt restructurings.

 

At June 30, 2018, the Bank had one 1-4 residential owner-occupied piece of foreclosed real estate totaling $46. At December 31, 2017, the Bank had no foreclosed real estate.

 

Note 3:Employee Stock Ownership Plan (“ESOP”)

 

In connection with the conversion to an entity owned by stockholders, the Company established an Employee Stock Ownership Plan (“ESOP”) for the exclusive benefit of eligible employees. The ESOP borrowed funds from the Company in an amount sufficient to purchase 129,024 shares (approximately 8.0% of the common stock issued in connection with the conversion). The loan is secured by the shares purchased and will be repaid by the ESOP with funds from contributions made by the Company and dividends received by the ESOP. Contributions will be applied to repay interest on the loan first, and then the remainder will be applied to principal. The loan is expected to be repaid over a period of up to 20 years. Shares purchased with the loan proceeds are held in a suspense account for allocation among participants as the loan is repaid. Contributions to the ESOP and shares released from the suspense account are allocated among participants in proportion to their compensation, relative to total compensation of all active participants. Participants will vest in their accrued benefits under the ESOP at the rate of 20 percent per year after two years of service. Vesting is accelerated upon retirement, death or disability of the participant, or a change in control of the Company. Forfeitures will be reallocated to remaining participants. Benefits may be payable upon retirement, death, disability, separation of service, or termination of the ESOP.

 

19

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

The debt of the ESOP is eliminated in consolidation. Contributions to the ESOP shall be sufficient to pay principal and interest currently due under the loan agreement. As shares are committed to be released from collateral, the Company reports the compensation expense equal to the average market price of the shares for the respective period, and the shares become outstanding for earnings per share computations. Dividends on unallocated ESOP shares, if any, are recorded as a reduction of debt and accrued interest. ESOP compensation was $26,000 and $52,000 for the three and six months ended June 30, 2018, respectively.

 

A summary of the ESOP shares as of June 30, 2018 and December 31, 2017 are as follows:

 

   June 30, 2018   December 31, 2017 
Shares allocated to participants   3,226    6,451 
Shares released to participants   6,451    - 
Unreleased shares   119,347    122,573 
Total   129,024    129,024 
           
Fair Value of Unreleased Shares  $1,951,646   $1,982,005 

 

Note 4:Regulatory Matters

 

The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under United States Generally Accepted Accounting Principles, regulatory reporting requirements and regulatory capital standards. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other factors. Furthermore, the Bank’s regulators could require adjustments to regulatory capital not reflected in these financial statements.

 

Quantitative measures established by regulatory reporting standards, to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of Total capital (as defined), Tier I capital (as defined) and common equity Tier 1capital (as defined) to risk-weighted assets (as defined) and Tier I capital (as defined) to average assets (as defined). Management believes, as of June 30, 2018 and December 31, 2017 that the Bank meets all capital adequacy requirements to which it is subject.

 

As of June 30, 2018 and December 31, 2017 the most recent notification from the Bank’s regulators categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based capital, Tier I risk-based capital, common equity Tier 1 risk-based capital and Tier I leverage ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category.

 

In addition to the minimum capital ratios, the Bank must maintain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonuses. The capital conservation buffer has been phased in over multiple years. The initial phase-in began at 0.625% on January 1, 2018, the current capital conservation buffer is 1.875%, and the buffer will be fully phased in at 2.5% on January 2019.

 

20

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

As a result of the recently enacted Economic Growth, Regulatory Relief, and Consumer Protection Act (the “Act”), banking regulatory agencies must adopt a revised definition of “well capitalized” for financial institutions and holding companies with assets of less than $10 billion and that are not determined to be ineligible by their primary federal regulator due to their risk profile (a “qualifying community bank”). The new definition will expand the ways that a qualifying community bank may meet its capital requirements and be deemed “well qualified.” The new rule will establish a “community bank leverage ratio” equal to the tangible equity capital divided by the average total consolidated assets. A qualifying community bank that exceeds a to-be-determined threshold for this new leverage ratio, which regulators must set at between 8% and 10%, will be considered to be well capitalized and to have met generally applicable leverage capital requirements, generally applicable risk-based capital requirements, and any other capital or leverage requirements to which such financial institution or holding company is subject.

 

In addition, as a result of the Act, the Federal Reserve Board is required to amend its small bank holding company and savings and loan holding company policy statement to provide that holding companies with consolidated assets of less than $3 billion that are (i) not engaged in significant nonbanking activities, (ii) do not conduct significant off-balance sheet activities, and (3) do not have a material amount of SEC-registered debt or equity securities, other than trust preferred securities, that contribute to an organization’s complexity, will no longer be subject to regulatory capital requirements, effective no later than November 2018.

 

The Bank’s actual capital amounts and ratios are presented in the following tables (minimum capital requirements exclude the capital conservation buffer):

 

   Actual   Minimum Capital
Requirement
   Minimum to Be Well
Capitalized Under
Prompt Corrective
Action Provisions
 
2018  Amount   Ratio   Amount   Ratio   Amount   Ratio 
As of June 30, 2018                        
                         
Equity  $20,488                          
Allowance for loan losses   1,167                          
                               
Total risk-based capital (to risk-weighted assets)  $21,655    17.3%  $10,004    8.0%  $12,505    10.0%
                               
Tier I capital (to risk-weighted  assets)   20,488    16.4%   7,503    6.0%   10,004    8.0%
                               
Common equity Tier I capital (to risk-weighted  assets)   20,488    16.4%   5,627    4.5%   8,128    6.5%
                               
Tier I capital (to adjusted total assets)   20,488    15.5%   5,304    4.0%   6,630    5.0%

 

21

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

2017  Actual   Minimum Capital
Requirement
   Minimum to Be Well
Capitalized Under
Prompt Corrective
Action Provisions
 
   Amount   Ratio   Amount   Ratio   Amount   Ratio 
As of December 31, 2017                        
                         
Equity  $20,197                          
Allowance for loan losses   1,181                          
                               
Total risk-based capital (to risk-weighted  assets)  $21,378    18.0%  $9,498    8.0%  $11,873    10.0%
                               
Tier I capital (to risk-weighted  assets)   20,197    17.0%   7,124    6.0%   9,498    8.0%
                               
Common equity Tier I capital (to risk-weighted  assets)   20,197    17.0%   5,343    4.5%   7,717    6.5%
                               
Tier I capital (to adjusted total  assets)   20,197    15.6%   5,187    4.0%   6,484    5.0%

 

Note 5:Disclosure About Fair Values of Assets and Liabilities

 

ASC Topic 820, Fair Value Measurements, 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 at the measurement date. Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

 

Level 1Quoted prices in active markets for identical assets or liabilities

 

Level 2Observable 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 for substantially the full term of the assets or liabilities

 

Level 3Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities

 

22

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

Nonrecurring Measurements

 

The following tables present the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at June 30, 2018 and December 31, 2017:

 

       Fair Value Measurements Using 
   Fair   Quoted Prices in
Active Markets for
Identical Assets
   Significant
Other
Observable
Inputs
   Significant
Unobservable
Inputs
 
June 30, 2018  Value   (Level 1)   (Level 2)   (Level 3) 
Impaired loans (collateral dependent)  $414   $-   $-   $414 
Foreclosed assets held for sale   46              46 

 

 

 

       Fair Value Measurements Using 
   Fair   Quoted Prices in
Active Markets for
Identical Assets
   Significant
Other
Observable
Inputs
   Significant
Unobservable
Inputs
 
December 31, 2017  Value   (Level 1)   (Level 2)   (Level 3) 
Impaired loans (collateral dependent)  $593   $-   $-   $593 

 

Fair value adjustments, consisting of charge-offs or allocated allowances, on impaired loans and foreclosed assets held for sale during the six months ended June 30, 2018 and the year ended December 31, 2017 amounted to $19 and $6, respectively.

 

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

 

Foreclosed Real Estate Held for Sale (Other Real Estate Owned)

 

Other real estate owned (OREO) is carried at the lower of fair value at acquisition date or current estimated fair value, less estimated cost to sell when the real estate is acquired. Estimated fair value of OREO is based on appraisals or evaluations. OREO is classified within Level 3 of the fair value hierarchy.

 

23

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

Appraisals of OREO are obtained when the real estate is acquired and subsequently as deemed necessary. Appraisals are reviewed for accuracy and consistency by the lending department. Appraisers are selected from the list of approved appraisers maintained by management.

 

Collateral-dependent Impaired Loans, Net of ALLL

 

The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy. The Bank considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary. Appraisals are reviewed for accuracy and consistency by the lending department. Appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral. These discounts and estimates are developed by comparison to historical results.

 

Unobservable (Level 3) Inputs

 

The following tables present quantitative information about unobservable inputs used in nonrecurring Level 3 fair value measurements.

 

   Fair Value at   Valuation       
   6/30/2018   Technique  Unobservable Inputs  Range 
Impaired loans (collateral dependent)  $414   Market comparable properties  Marketability discount   10% - 15% 
                 
Foreclosed assets held for sale   46   Market comparable properties  Marketability discount   10% - 15% 

 

   Fair Value at   Valuation       
   12/31/2017   Technique  Unobservable Inputs  Range 
Impaired loans (collateral dependent)  $593   Market comparable properties  Marketability discount   10% - 15% 

 

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying balance sheet at amounts other than fair value.

 

Cash and Cash Equivalents and Interest-bearing Time Deposits

 

The carrying amount approximates fair value.

 

Loans Held For Sale

 

The carrying amount approximates fair value due to the insignificant time between origination and date of sale. The carrying amount is the amount funded.

 

24

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

Loans

 

Fair value is estimated by discounting the future cash flows using the market rates at which similar notes would be made to borrowers with similar credit ratings and for the same remaining maturities. The market rates used are based on current rates the Bank would impose for similar loans and reflect a market participant assumption about risks associated with nonperformance, illiquidity, and the structure and term of the loans along with local economic and market conditions.

 

FHLB Stock

 

Fair value is estimated at book value due to restrictions that limit the sale or transfer of such securities.

 

FHLB Lender Risk Account Receivable

 

The fair value of the Federal Home Loan Bank lender risk account receivable is estimated by discounting the estimated remaining cash flows of each strata of the receivable at current rates applicable to each strata for the same remaining maturities.

 

Accrued Interest Receivable and Payable

 

The carrying amount approximates fair value. The carrying amount is determined using the interest rate, balance and last payment date.

 

Deposits

 

Fair value of term deposits is estimated by discounting the future cash flows using rates of similar deposits with similar maturities. The market rates used were obtained from a knowledgeable independent third party and reviewed by the Bank. The rates were the average of current rates offered by local competitors of the Bank.

 

The estimated fair value of checking, NOW, savings and money market deposits is the book value since rates are regularly adjusted to market rates and amounts are payable on demand at the reporting date.

 

FHLB Advances

 

Fair value is estimated by discounting the future cash flows using rates of similar advances with similar maturities. These rates were obtained from current rates offered by FHLB.

 

Advances from Borrowers for Taxes and Insurance

 

The carrying amount approximates fair value.

 

Commitments to Originate Loans, Forward Sale Commitments, Letters of Credit and Lines of Credit

 

The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair value of commitments to sell securities is estimated based on current market prices for securities of similar terms and credit quality. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date. At June 30, 2018 and December 31, 2017, the fair value of such commitments was not material.

 

25

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

The following tables present estimated fair values of the Bank’s financial instruments at June 30, 2018 and December 31, 2017.

 

       Fair Value Measurements Using 
June 30, 2018  Carrying
Amount
   Fair
Value
   (Level 1)   (Level 2)   (Level 3) 
Financial Assets                         
Cash and cash equivalents  $7,951   $7,951   $7,951   $-   $- 
Interest-bearing time deposits   4,482    4,482    4,482    -    - 
Loans held for sale   4,119    4,119    -    -    4,119 
Loans, net of allowance for losses   105,738    107,338    -    -    107,338 
FHLB stock   754    754    -    754    - 
FHLB lender risk account receivable   3,242    3,246    -    -    3,246 
Interest receivable   328    328    -    328    - 
                          
Financial Liabilities                         
Deposits   103,654    103,010    59,772    43,238    - 
Advances from borrowers for taxes and insurance   285    285    -    285    - 
Interest payable   1    1    -    1    - 

 

       Fair Value Measurements Using 
December 31, 2017  Carrying
Amount
   Fair
Value
   (Level 1)   (Level 2)   (Level 3) 
Financial Assets                         
Cash and cash equivalents  $15,350   $15,350   $15,350   $-   $- 
Interest-bearing time deposits   5,079    5,079    5,079    -    - 
Loans held for sale   3,336    3,336    -    -    3,336 
Loans, net of allowance  for losses   96,529    98,470    -    -    98,470 
FHLB stock   736    736    -    736    - 
FHLB lender risk account receivable   3,168    3,174    -    -    3,174 
Interest receivable   287    287    -    287    - 
                          
Financial Liabilities                         
Deposits   101,118    100,728    59,415    41,313    - 
FHLB advances   9    9    -    9    - 
Advances from borrowers for taxes and insurance   866    866    -    866    - 
Interest payable   1    1    -    1    - 

 

26

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

Note 6:Commitments and Credit Risk

 

Commitments to Originate Loans

 

Commitments to originate loans are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since a portion of the commitments may expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies, but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate.

 

At June 30, 2018, the Bank had loans approved but not yet originated with adjustable interest rates ranging from 3.75% to 4.50% for $1,198 secured by one-to four-family residential real estate. At December 31, 2017, the Bank had loans approved but not yet originated of $810. There was a 30 year fixed rate one-to four-family residential real estate loan with a fixed interest rate of 3.875% for $202 and a 5/1 adjustable rate one-to four-family residential real estate construction loan with a rate of 3.25% for $608. At June 30, 2018, the Bank had undisbursed loans in process of $8,697 with fixed interest rates of 4.375% to 4.625% and adjustable rates ranging from 3.125% to 5.730%. At December 31, 2017 the Bank had undisbursed loans in process of $7,411 with fixed interest rates ranging from 4.375% to 4.625% and adjustable interest rates ranging from 3.125% to 3.500%.

 

Lines of Credit

 

Lines of credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Lines of credit generally have fixed expiration dates. Since a portion of the line may expire without being drawn upon, the total unused lines do not necessarily represent future cash requirements. Each customer’s creditworthiness is evaluated on a case-by-case basis. The amount of collateral obtained, if deemed necessary, is based on management’s credit evaluation of the counterparty. Collateral held varies but may include accounts receivable, inventory, property, plant and equipment, commercial real estate and residential real estate. Management uses the same credit policies in granting lines of credit as it does for on-balance-sheet instruments.

 

Lines and letters of credit at June 30, 2018 and December 31, 2017 were as follows:

 

   June 30, 2018   December 31, 2017 
Unused lines of credit  $3,421   $3,509 
Unused home equity lines   12,322    11,305 
           
Total commitments  $15,743   $14,814 

 

27

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

Note 7:Recent Accounting Pronouncements

 

Eagle Financial Bancorp, Inc. is an “emerging growth company. As an “emerging growth company”, we have elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, our financial statements may not be comparable to the financial statements of public companies that comply with such new or revised accounting standards.

 

In May 2014, the FASB issued ASU No. 2014-09 "Revenue from Contracts with Customers (Topic 606). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. On July 9, 2015, the FASB approved amendments deferring the effective date by one year. ASU 2014-09 is now effective for annual reporting periods beginning after December 15, 2017, including interim periods with in that reporting period. Early application is permitted but not before the original public entity effective date, i.e., annual periods beginning after December 15, 2016. In March 2016, the FASB issued final amendments (ASU No. 2016-08 and ASU No. 2016-10) to clarify the implementation guidance for principal versus agent considerations, identifying performance obligations and the accounting for licenses of intellectual property. The amendments can be applied retrospectively to each prior reporting period or retrospectively with the cumulative effect of initially applying this Update recognized at the date of initial application. In May 2016, the FASB issued final amendments (ASU No. 2016-12 and ASU 2016-11) to address narrow-scope improvements to the guidance on collectibility, non-cash consideration, completed contracts at transition and to provide a practical expedient for contract modifications at transition and an accounting policy election related to the presentation of sales taxes and other similar taxes collected from customers. Additionally, the amendments included a rescission of SEC guidance because of ASU 2014-09 related to revenue and expense recognition for freight services in process, accounting for shipping and handling fees and costs, and accounting for consideration given by a vendor to a customer. In December 2016, the FASB issued final guidance (ASU 2016-20) that allows entities not to make quantitative disclosures about performance obligations in certain cases and requires entities that use any of the new or previously existing optional exemptions to expand their qualitative disclosures. It also makes 12 additional technical corrections and improvements to the new revenue standard. These amendments are effective upon the adoption of ASU 2014-09. Public entities should apply the amendments in ASU 2014-9 to interim reporting periods within annual reporting periods beginning after December 15, 2017 (that is, a public entity would be required to apply the new revenue standard beginning in the first interim period within the period of adoption). Nonpublic entities should apply the amendments in ASU 2014-9 for annual reporting periods beginning after December 31, 2018, and to interim reporting periods within annual reporting periods beginning after December 19, 2019. The Company continues to assess the guidance from the FASB and the Transition Resource Group for Revenue Recognition in determining the impact of ASU 2014-09 on its accounting and disclosures. The adoption of ASU 2014-09 is not expected to have a material impact on the Bank’s accounting and disclosures.

 

28

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

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." ASU 2016-01 is intended to improve the recognition and measurement of financial instruments by requiring equity investments to be measured at fair value with changes in fair value recognized in net income; requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured and amortized at cost on the balance sheet; and requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 is effective for public companies for fiscal years beginning after December 31, 2017, including interim periods within those fiscal years. For private companies the new guidance becomes effective for fiscal years beginning after December 15, 2018, and for interim periods within fiscal years beginning after December 15, 2019. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption. The Company is currently evaluating the impact of these amendments, but does not expect them to have a material effect on the Company’s financial position or results of operations since it does not have any equity securities or a valuation allowance. However, the amendments will have an impact on certain items that are disclosed at fair value that are not currently utilizing the exit price notion when measuring fair value. At this time the Company cannot quantify the change in the fair value of such disclosures since the Company continues to evaluate the full impact of the Update and is continuing to develop appropriate procedures and processes to comply with the disclosure requirements of such amendments. The current accounting policies and procedures will be modified after the Company fully evaluates the standard to comply with the accounting changes mentioned above. For additional information on fair value of assets and liabilities, see Note 5.

 

In February 2016, the FASB issued ASU No. 2016-02 "Leases (Topic 842)." ASU 2016-02 establishes a right of use model that requires a lessee to record a right of use asset and a lease liability for all leases with terms longer than 12 months. Leases will be classified as either finance or operating, with classification affecting the pattern of expense recognition in the income statement. For lessors, the guidance modifies the classification criteria and the accounting for sales-type and direct financing leases. A lease will be treated as a sale if it transfers all of the risks and rewards, as well as control of the underlying asset, to the lessee. If risks and rewards are conveyed without the transfer of control, the lease is treated as a financing lease. If the lessor doesn't convey risks and rewards or control, an operating lease results. Public business entities should apply the amendments in ASU 2016-02 for fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. Nonpublic business entities should apply the amendments for fiscal years beginning after December 15, 2019 and interim periods within fiscal years beginning after December 15, 2020. Entities are required to use a modified retrospective approach for leases that exist or are entered into after the beginning of the earliest comparative period in the financial statements, with certain practical expedients available. The impact is not expected to have a material effect on the Company’s financial position or results of operations since the Company does not have a material amount of lease agreements. The Company is continuing to evaluate the amendments and will subsequently implement new processes to comply with the ASU. In addition, the Company will change its current accounting practice to comply with the amendments and such changes as mentioned above.

 

29

 

 

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

June 30, 2018 (Unaudited) and December 31, 2017

Three Months and Six Months Ended June 30, 2018 and 2017 (Unaudited)

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

 

In June 2016, the FASB issued ASU No. 2016-13, "Financial Instruments-Credit Losses (Topic 326) -Measurement of Credit Losses on Financial Instruments." The provisions of ASU 2016-13 were issued to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments that are not accounted for at fair value through net income, including loans held for investment, held-to-maturity debt securities, trade and other receivables, net investment in leases and other commitments to extend credit held by a reporting entity at each reporting date. ASU 2016-13 requires that financial assets measured at amortized cost 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 amendments in ASU 2016-13 eliminate the probable incurred loss recognition in current GAAP and reflect an entity's current estimate of all expected credit losses. The measurement of expected credit losses is based upon historical experience, current conditions, and reasonable and supportable forecasts that affect the collectibility of the financial assets. For public business entities that are U.S. Securities and Exchange Commission (SEC) filers, the amendments are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. For all other public business entities, the amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. Early adoption is permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company continues to evaluate the impact of these amendments to the Company’s financial position and results of operations and currently does not know or cannot reasonably quantify the impact of the adoption of the amendments as a result of the complexity and extensive changes from the amendments. The Allowance for Loan Losses (ALL) estimate is material to the Company and given the change from an incurred loss model to a methodology that considers the credit loss over the life of the loan, there is the potential for an increase in the ALL at the adoption date. The Company is anticipating a significant change in processes and procedures to calculate the ALL, including changes in assumptions and estimates to consider the expected credit losses over the life of the loan versus the current accounting practice that utilizes the incurred loss model. In addition, the current accounting policy and procedures for the other-than temporary impairment on available-for-sale securities will be replaced with an allowance approach. The Company has continued developing processes during the second quarter of 2018. Management continues to focus its attention on collecting historical loan loss data, loan level data, and evaluating data capabilities to ensure it is fully compliant with the amendments at adoption date. For additional information on the allowance for loan losses, see Note 2.

 

In August 2016, the FASB issued ASU No. 2016-15 "Statement of Cash Flows (Topic 230) - Classification of Certain Cash Receipts and Cash Payments." ASU 2016-15 provides cash flow statement classification guidance for certain transactions including how the predominance principle should be applied when cash receipts and cash payments have aspects of more than one class of cash flows. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The Company has assessed ASU 2016-15 and does not expect a significant impact on its accounting and disclosures.

 

In November 2016, the FASB issued ASU No. 2016-18 "Statement of Cash Flows (Topic 230) – Restricted Cash." ASU 2016-18 provides amendments to cash flow statement classification and presentation to explain the change during the period in the total of cash, cash equivalents, and amounts generally described as restricted cash or restricted cash equivalents. The amendments are effective for public business entities for fiscal years beginning after December 15, 2017, and interim periods within those fiscal years. For all other entities, the amendments are effective for fiscal years beginning after December 15, 2018 and interim periods within fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in an interim period. The amendments should be applied using a retrospective transition method to each period presented. The Company has assessed ASU 2016-18 and does not expect a significant impact on its accounting and disclosures.

 

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

 

General

 

Management’s discussion and analysis of the financial condition and results of operations at and for the three and six months ended June 30, 2018 and 2017 is intended to assist in understanding the financial condition and result of operations of the Bank. The information contained in this section should be read in conjunction with the Unaudited Condensed Financial Statements and the notes thereto, appearing in Part 1, 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,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “target” 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 asset quality of our loan and investment portfolios; and

 

·estimates of our risks and future costs and benefits.

 

These forward-looking statements are based on our current beliefs and expectations 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. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this report.

 

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:

 

·our ability to continue to manage our operations successfully;

 

·our ability to successfully implement our business plan of managed growth, diversifying our loan portfolio and increasing mortgage banking operations to improve profitability;

 

·our success in increasing our commercial business, commercial real estate, construction and home equity lending;

 

·adverse changes in the financial industry, securities, credit and national local real estate markets (including real estate values);

 

·significant increases in our loan losses, including as a result of our inability to resolve classified and non-performing assets or reduce risks associated with our loans, and management’s assumptions in determining the adequacy of the allowance for loan losses;

 

·credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and in our allowance for loan losses and provision for loan losses;

 

·the use of estimates in determining fair value of certain of our assets, which may prove to be incorrect and result in significant declines in valuations;

 

·competition among depository and other financial institutions;

 

·our ability to attract and maintain deposits and our success in introducing new financial products;

 

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·our ability to maintain our asset quality even as we increase our commercial business, commercial real estate, construction, and home equity lending;

 

·changes in interest rates generally, including changes in the relative differences between short term and long term interest rates and in deposit interest rates, that may affect our net interest margin and funding sources;

 

·fluctuations in the demand for loans, which may be affected by the number of unsold homes, land and other properties in our market areas and by declines in the value of real estate in our market area;

 

·changes in consumer spending, borrowing and saving habits;

 

·declines in the yield on our assets resulting from the current low interest rate environment;

 

·risks related to a high concentration of loans secured by real estate located in our market area;

 

·the results of examinations by our regulators, including the possibility that our regulators may, among other things, require us to increase our allowance for loan losses, write down assets, change our regulatory capital position, limit our ability to borrow funds or maintain or increase deposits, or prohibit us from paying dividends, which could adversely affect our dividends and earnings;

 

·changes in the level of government support of housing finance;

 

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

 

·changes in laws or government regulations or policies affecting financial institutions, including the Dodd-Frank Act and the JOBS Act, which could result in, among other things, increased deposit insurance premiums and assessments, capital requirements, regulatory fees and compliance costs, particularly the new capital regulations, and the resources we have available to address such changes;

 

·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 and the Public Company Accounting Oversight Board;

 

·changes in our compensation and benefit plans, and our ability to retain key members of our senior management team and to address staffing needs in response to product demand or to implement our strategic plans;

 

·loan delinquencies and changes in the underlying cash flows of our borrowers;

 

·our ability to control costs and expenses, particularly those associated with operating as a publicly traded company;

 

·the failure or security breaches of computer systems on which we depend;

 

·the ability of key third-party service providers to perform their obligations to us;

 

·changes in the financial condition or future prospects of issuers of securities that we own; and

 

·other economic, competitive, governmental, regulatory and operational factors affecting our operations, pricing, products and services described elsewhere in our SEC filings.

 

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.

 

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Critical Accounting Policies

 

The discussion and analysis of the financial condition and results of operations are based on our financial statements, which are prepared in conformity with U.S. generally accepted accounting principles. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be our critical accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.

 

On April 5, 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.

 

The following represents our critical accounting policies:

 

Allowance for Loan Losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of 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.

 

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. 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. The general component covers nonclassified loans and is based on historical charge-off experience for the last three years and expected loss given default derived from our internal risk rating process. Other qualitative adjustments are made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.

 

A loan is considered impaired when, based on current information and events, it is probable that we 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 loan-by-loan 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.

 

Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans.

 

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FHLB-Cincinnati Lender Risk Account Receivable. Certain loan sale transactions with the FHLB-Cincinnati provide for establishment of a Lender Risk Account (“LRA”). The LRA consists of amounts withheld from loan sale proceeds by the FHLB-Cincinnati for absorbing inherent losses that are probable on those sold loans. These withheld funds are an asset as they are scheduled to be paid to us in future years, net of any credit losses on those loans sold. The receivables are initially measured at fair value. The fair value is estimated by discounting the cash flows over the life of each master commitment contract. The accretable yield is amortized over the life of the master commitment contract. Expected cash flows are re-evaluated at each measurement date. If there is an adverse change in expected cash flows, the accretable yield would be adjusted on a prospective basis and the asset would be evaluated for impairment.

 

Comparison of Financial Condition at June 30, 2018 and December 31, 2017

 

Total Assets. Total assets were $133.5 million at June 30, 2018, an increase of $2.4 million, or 1.9%, over the $131.1 million at December 31, 2017. The increase was primarily due to an increase in net loans of $9.2 million, offset by a decrease in cash and due from banks of $7.4 million.

 

Net Loans. Net loans increased by $9.2 million, or 9.5%, to $105.7 million at June 30, 2018 from $96.5 million at December 31, 2017. During the six months ended June 30, 2018, we originated $52.9 million of loans, $39.1 million of which were one- to four-family residential real estate loans, and sold $27.4 million of loans in the secondary market. During the six months ended June 30, 2018, one- to four-family residential real estate loans increased $10.5 million, or 19.5%, to $64.1 million at June 30, 2018, from $53.7 million at December 31, 2017; multi-family loans decreased $910,000, or 43.7%, to $1.2 million at June 30, 2018; commercial real estate loans and land loans decreased $243,000, or 1.8%, to $13.5 million at June 30, 2018; construction loans increased $372,000, or 3.6%, to $10.7 million at June 30, 2018; home equity and other consumer loans increased $332,000, or 2.6% to $12.9 million at June 30, 2018; and commercial loans increased $809,000, or 14.6% to $6.3 million at June 30, 2018. The increases in loan balances reflect our strategy to grow and diversify our loan portfolio. Such growth has been achieved amid strong competition for commercial real estate and one- to four-family residential mortgage loans in our market area due to the current low interest rate environment. We have sold loans on a servicing released basis in transactions with the FHLB-Cincinnati, through its mortgage purchase program, and with other investors. We sold $27.4 million of loans in the six months of 2018. Loans serviced for investors were $1.9 million at June 30, 2018. Management intends to continue this sales activity in future periods.

 

Interest-Bearing Deposits in Other Banks. The Bank’s investment in certificates of deposit in other banks decreased $597,000, or 11.8% to $4.5 million as of June 30, 2018.

 

Foreclosed Assets. Foreclosed assets increased $46,000, or 100.0%, at June 30, 2018 from $0 at December 31, 2017.

 

Deposits. Deposits increased by $2.5 million, or 2.5%, to $103.7 million at June 30, 2018 from $101.1 million at December 31, 2017. Our core deposits, which are all deposits other than certificates of deposit, increased $357,000, or 0.6%, to $59.8 million at June 30, 2018 from $59.4 million at December 31, 2017. Certificates of deposit increased $2.2 million, or 5.2%, to $43.9 million at June 30, 2018 from $41.7 million at December 31, 2017. During the six months ended June 30, 2018, management continued its strategy of pursuing growth in demand accounts and other lower cost core deposits, but also changed its emphasis slightly by attracting other deposits with certificate of deposit specials. Management intends to continue its efforts to increase core deposits, with a special emphasis on growth in consumer and business demand deposits.

 

Federal Home Loan Bank Advances. At June 30, 2018, the Bank had no advances from the Federal Home Loan Bank, as the Bank repaid $9,000 in these advances during 2018.

 

Shareholders’ Equity. Shareholders’ Equity earnings increased $264,000, or 1.0%, to $27.6 million at June 30, 2018 from $27.3 million at December 31, 2017. The increase resulted from net income of $212,000 during the six months ended June 30, 2018, and expense of $52,000 related to the ESOP shares committed to be released.

 

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Comparison of Operating Results for the Three Months Ended June 30, 2018 and June 30, 2017

 

General. Our net income for the three months ended June 30, 2018 was $84,000, compared to a net income of $89,000 for the three months ended June 30, 2017, a decrease of $5,000, or 5.6%. The decrease in net income was primarily due to a $167,000 increase in noninterest expense, the result of an increase in compensation and employee benefits from the addition of new employees added since the conversion, and a decrease in non-interest income of $109,000, the result of a decrease in net gain on loan sales. The impact of these changes in non-interest income and non-interest expense were largely offset by a $182,000 increase in net interest income. In addition, there was no provision expense during the three months ended June 30, 2018.

 

Interest Income. Interest income increased $200,000, or 19.3%, to $1.2 million for the three months ended June 30, 2018 from $1.0 million for the three months ended June 30, 2017. This increase was primarily attributable to a $170,000 increase in interest income on loans receivable and an increase of $30,000 in interest income on other interest-earning deposits and dividends on FHLB stock. The average balance of loans during the three months ended June 30, 2018 increased by $16.0 million, or 18.2%, from the average balance for the three months ended June 30, 2017, this increase was partially offset by a 5 basis point decrease in the weighted average rate to 4.50% at June 30, 2018 from 4.55% at June 30, 2017. Interest income on other interest-earning deposits, including certificates of deposit in other financial institutions and dividends on FHLB stock, increased $30,000, or 81.1%, for the three months ended June 30, 2018, as a result of an increase in the average yield of 103 basis points, to 1.94%. For the same periods, the average balance of other interest-earning deposits decreased by $2.5 million. We held no investment securities during the 2018 or 2017 periods.

 

Interest Expense. Total interest expense increased $18,000, or 10.8%, to $185,000 for the three months ended June 30, 2018 from $167,000 for the three months ended June 30, 2017. This increase is solely the result of interest expense on our deposit accounts. The average balance of deposits during the three months ended June 30, 2018 decreased by $1.5 million, or 1.5% from the average balance from the three months ended June 30, 2017. This decrease was offset by a nine basis point increase in the average cost of deposits to 0.76% from 0.67%.

 

Interest expense on FHLB advances was $0 for the three months ended June 30, 2018. The average balance of FHLB advances during the three months ended June 30, 2018 decreased by $21,000, or 95.5%, from the average balance for the three months ended June 30, 2017.

 

Net Interest Income. Net interest income increased $182,000, or 21.0%, to $1.1 million for the three months ended June 30, 2018, compared to $868,000 for the three months ended June 30, 2017. The increase reflected an increase in total interest and dividend income of $200,000 and an increase in total interest expense of $18,000. Our net interest margin increased to 3.57% for the three months ended June 30, 2018 from 3.34% for the three months ended June 30, 2017. Our net interest rate spread increased to 3.44% for the three months ended June 30, 2018 from 3.31% for the three months ended June 30, 2017. The interest rate spread and net interest margin were positively impacted by rising interest rates in the three months ended June 30, 2018.

 

Provision for Loan Losses. Based on our analysis of the factors described in “Critical Accounting Policies—Allowance for Loan Losses,” we recorded no provision for loan losses for the three months ended June 30, 2018 compared to $75 for the three months ended June 30, 2017. The allowance for loan losses was $1.2 million, or 1.01% of total loans, at June 30, 2018, compared to $1.2 million, or 1.12% of total loans, at December 31, 2017. Total nonperforming loans were $928,000 at June 30, 2018, compared to $1.4 million at December 31, 2017. Classified and special mention loans decreased to $2.3 million at June 30, 2018, compared to $2.5 million at December 31, 2017. Total loans past due 30 days or more were $1.4 million and $1.0 million at June 30, 2018 and December 31, 2017, respectively. Net charge-offs totaled $18,000 for the three months ended June 30, 2018, compared to $4,000 of net loan recovery for the three months ended June 30, 2017. The allowance for loan losses reflects the estimate we believe to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at June 30, 2018 and 2017. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and 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 our financial condition and results of operations. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs, based on judgments different than those of management.

 

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Non-Interest Income. Non-interest income decreased $109,000, or 19.5%, to $450,000 for the three months ended June 30, 2018 from $559,000 for the three months ended June 30, 2017. The decrease was due to decreases in the net gain on sale of loans during the three months ended June 30, 2018 as compared to the three months ended June 30, 2017. During the period, loans sold in the secondary market decreased as there was an emphasis to grow the portfolio with 5/1 ARM residential mortgages.

 

Non-Interest Expense. Non-interest expense increased $167,000, or 13.6%, to $1.4 million for the three months ended June 30, 2018, compared to $1.2 million for the three months ended June 30, 2017. The increase was primarily the result of an increase in compensation and employee benefits of $92,000 from the addition of new employees hired after the Company’s public offering. In addition, legal and professional services increased $34,000, franchise and other taxes increased $32,000, and other expenses increased $24,000 for the three months ended June 30, 2018. Non-interest expense can be expected to increase in the future compared to historical expense levels because of costs associated with operating as a public company and increased compensation costs related to possible implementation of one or more stock-based benefit plans, if approved by our stockholders.

 

Federal Income Taxes. Federal income taxes decreased by $14,000 for the three months ended June 30, 2018, compared to an income tax expense of $39,000 for the three months ended June 30, 2017. The reduction in income tax expense for the three months ended June 30, 2018 was a direct result of the increase in non-interest expense, a decrease in the tax rate from 2017, and the resulting decrease in net income.

 

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Average Balances and Yields

 

The following table sets forth average balance sheets, average yields and costs, and certain other information at and for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or interest expense.

 

   For the Three Months Ended June 30, 
   2018   2017 
           Average           Average 
   Average       Yield/   Average       Yield/ 
   Balance   Interest   Cost (4)   Balance   Interest   Cost (4) 
                         
Assets:                              
Interest Earning Assets                              
Loans  $103,723   $1,168    4.50%  $87,741   $998    4.55%
Interest earning deposits   13,800    67    1.94%   16,305    37    0.91%
Total interest -earning assets   117,523    1,235    4.20%   104,046    1,035    3.98%
Total non-interest earning assets   15,148              15,637           
Total assets  $132,671             $119,683           
                               
                               
Liabilities and Equity:                              
Interest bearing checking   17,542    7    0.16%   19,049    6    0.13%
Savings   17,681    6    0.14%   16,092    6    0.15%
Money Market   18,665    11    0.24%   21,071    12    0.23%
CD's   43,971    161    1.46%   43,175    143    1.32%
Total interest-bearing deposits   97,859    185    0.76%   99,387    167    0.67%
FHLB Advances   1    -    3.33%   22    -    3.33%
Total interest bearing liabilities   97,860    185    0.76%   99,409    167    0.67%
Total non-interest-bearing liabilities   7,263              6,544           
                               
Total liabilities   105,123              105,953           
Total equity   27,548              13,730           
Total liabilities and equity  $132,671             $119,683           
                               
Net interest income       $1,050             $868      
Net interest rate spread (1)             3.44%             3.31%
Net interest earning assets (2)  $19,663             $4,637           
Net interest margin (3)             3.57%             3.34%
Ratio of average interest-earning assets to average interest bearing liabilities   120.09%             104.66%          

 

 

(1)Interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(2)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(3)Net interest margin represents net interest income divided by total interest-earning assets.
(4)Average yield/cost is annualized

 

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Comparison of Operating Results for the Six Months Ended June 30, 2018 and June 30, 2017

 

General. Our net income for the six months ended June 30, 2018 was $212,000, compared to a net income of $315,000 for the six months ended June 30, 2017, a decrease of $103,000, or 32.7%. The decrease in net income was due to a $333,000 decrease in noninterest income, and an increase in non-interest expense of $305,000. The negative impact of these changes was partially offset by a $346,000 increase in net interest income, the result of the increase in loan balances during the six months ended June 30, 2018, and an $85,000 decrease in provision for loan losses for the six months ended June 30, 2018 as compared to the six months ended June 30, 2017.

 

Interest Income. Interest income increased $371,000, or 18.3%, to $2.4 million for the six months ended June 30, 2018 from $2.0 million for the six months ended June 30, 2017. This increase was attributable to a $308,000 increase in interest income on loans receivable and an increase of $63,000 in interest income on other interest-earning deposits, and dividends on FHLB stock. The average balance of loans during the six months ended June 30, 2018 increased by $15.3 million, or 17.8%, from the average balance for the six months ended June 30, 2017. This increase was partially offset by an eight basis point decrease in the weighted average rate to 4.45% at June 30, 2018 from 4.53% at June 30, 2017. Interest income on other interest-earning deposits, including certificates of deposit in other financial institutions and dividends on FHLB stock, increased $63,000, or 80.8%, for the six months ended June 30, 2018, as a result of an increase in the average yield of 91 basis points, to 1.79%. For the same periods, the average balance on other interest-earning deposits decreased by $1.9 million. We held no investment securities during the 2018 or 2017 periods.

 

Interest Expense. Total interest expense increased $25,000, or 7.6%, to $354,000 for the six months ended June 30, 2018 from $329,000 for the six months ended June 30, 2017. Interest expense on deposit accounts increased $26,000, or 7.9%, to $354,000 for the six months ended June 30, 2018 from $328,000 for the six months ended June 31, 2017. The average balance of deposits during the six months ended June 30, 2018 decreased by $502,000, or 0.5% from the average balance for the six months ended June 30, 2017. This decrease was offset by a six basis point increase in the average cost of deposits to 0.73% from 0.67%.

 

Interest expense on FHLB advances decreased $1,000, or 100.0%, to $0 for the six months ended June 30, 2018 compared to $1,000 for the six months ended June 30, 2017. The average balance of FHLB advances during the six months ended June 30, 2018 decreased by $20,000, or 83.3%, from the average balance for the six months ended June 30, 2017.

 

Net Interest Income. Net interest income increased $346,000, or 20.4%, to $2.0 million for the six months ended June 30, 2018, compared to $1.7 million for the six months ended June 30, 2017. The increase reflected an increase in total interest and dividend income of $371,000, offset by an increase in total interest expense of $25,000. Our net interest margin increased to 3.49% for the six months ended June 30, 2018 from 3.27% for the six months ended June 30, 2017. Our net interest rate spread increased to 3.37% for the six months ended June 30, 2018 from the 3.24% for the six months ended June 30, 2017. The interest rate spread and net interest margin were positively impacted by rising interest rates in the six months ended June 30, 2018.

 

Provision for Loan Losses. Based on our analysis of the factors described in “Critical Accounting Policies—Allowance for Loan Losses,” we recorded no provision for loan losses for the six months ended June 30, 2018 and $85,000 for the six months ended June 30, 2017. The allowance for loan losses was $1.2 million, or 1.01% of total loans, at June 30, 2018, compared to $1.2 million, or 1.12% of total loans, at December 31, 2017. Total nonperforming loans were $928,000 at June 30, 2018, compared to $1.4 million at December 31, 2017. Classified and special mention loans decreased to $2.3 million at June 30, 2018, compared to $2.5 million at December 31, 2017. Total loans past due 30 days or more were $1.4 million and $1.0 million at June 30, 2018 and December 31, 2017, respectively. Net loan charge-offs totaled $14,000 for the six months ended June 30, 2018, compared to $7,000 of net loans recoveries for the six months ended June 30, 2017. The allowance for loan losses reflects the estimate we believe to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at June 30, 2018 and 2017. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and 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 our financial condition and results of operations. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs, based on judgments different than those of management.

 

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Non-Interest Income. Non-interest income decreased $333,000, or 27.5%, to $879,000 for the six months ended June 30, 2018 from $1.2 million for the six months ended June 30, 2017. The decrease was primarily due to the decrease of $331,000 in net gains on loan sales during the six months ended June 30, 2018 as compared to the six months ended June 30, 2017. During the period, loans sold in the secondary market decreased as there was an emphasis to grow the portfolio with 5/1 ARM residential mortgages.

 

Non-Interest Expense. Non-interest expense increased $305,000, or 12.9%, to $2.7 million for the six months ended June 30, 2018, compared to $2.4 million for the six months ended June 30, 2017. The increase was due to a $191,000 increase in compensation and benefits expense, a $46,000 increase in franchise and other taxes, and a $42,000 increase in other expenses. The increase of these expenses can be directly attributed to the Bank’s public offering. In addition, non-interest expense can be expected to increase in the future compared to historical expense levels because of costs associated with operating as a public company and increased compensation costs related to possible implementation of one or more stock-based benefit plans, if approved by our stockholders.

 

Federal Income Taxes. Federal income taxes decreased to $104,000 for the six months ended June 30, 2018, compared to the six months ended June 30, 2017. The reduction in income tax expense for the six months ended June 30, 2018 was a direct result of the decrease in non-interest income, the increase in non-interest expense, a decrease in the tax rate from 2017, and the resulting decrease in net income.

 

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Average Balances and Yields

 

The following table sets forth average balance sheets, average yields and costs, and certain other information at and for the periods indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or interest expense.

 

   For the Six Months Ended June 30, 
   2018   2017 
           Average           Average 
   Average       Yield/   Average       Yield/ 
   Balance   Interest   Cost (4)   Balance   Interest   Cost (4) 
                         
Assets:                              
Interest Earning Assets                              
Loans  $101,459   $2,259    4.45%  $86,152   $1,951    4.53%
Interest earning deposits   15,736    141    1.79%   17,679    78    0.88%
Total interest -earning assets   117,195    2,400    4.10%   103,831    2,029    3.91%
Total non-interest earning assets   14,212              14,027           
Total assets  $131,407             $117,858           
                               
                               
Liabilities and Equity:                              
Interest bearing checking   17,416    13    0.15%   17,616    12    0.14%
Savings   17,365    12    0.14%   16,042    12    0.15%
Money Market   19,344    22    0.23%   21,238    24    0.23%
CD's   42,924    307    1.43%   42,655    280    1.31%
Total interest-bearing deposits   97,049    354    0.73%   97,551    328    0.67%
FHLB Advances   4    -    3.33%   24    1    3.33%
Total interest bearing liabilities   97,053    354    0.73%   97,575    329    0.67%
Total non-interest-bearing liabilities   6,846              6,630           
                               
Total liabilities   103,899              104,205           
Total equity   27,508              13,653           
Total liabilities and equity  $131,407             $117,858           
                               
Net interest income       $2,046             $1,700      
Net interest rate spread (1)             3.37%             3.24%
Net interest earning assets (2)  $20,142             $6,256           
Net interest margin (3)             3.49%             3.27%
                               
Ratio of average interest-earning assets to average interest bearing liabilities   120.75%             106.41%          

 

 

(1)Interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(2)Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.
(3)Net interest margin represents net interest income divided by total interest-earning assets.
(4)Average yield/cost is annualized

 

Liquidity and Capital Resources

 

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and proceeds from the sale of loans. We also have the ability to borrow from the FHLB-Cincinnati. At June 30, 2018, we had no outstanding advances from the FHLB-Cincinnati. At June 30, 2018, we had the capacity to increase our collateral based borrowings by approximately $50.5 million from the FHLB-Cincinnati.

 

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While maturities and scheduled amortization of loans are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments including interest-bearing demand deposits. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.

 

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash used by operating activities was $655,000 million for the six months ended June 30, 2018, while net cash used in operating activities was $4.2 million for the six months ended June 30, 2017, respectively. Net cash used in investing activities, which consists primarily of disbursements for loan originations, offset by principal collections on loans, was $8.7 million for the six months ended June 30, 2018, while the net cash used by investing activities was $7.4 million for the six months ended June 30, 2017, respectively. Net cash provided by financing activities, consisting primarily of the activity in deposit accounts, was $1.9 million for the six month ended June 30, 2018, while the net cash provided by financing activities was $12.1 million for the six months ended June 30, 2017, resulting from activity in deposit accounts and FHLB-Cincinnati advances.

 

We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained.

 

At June 30, 2018, we exceeded all of our regulatory capital requirements with a Tier 1 leverage capital level of $20.5 million, or 15.5% of adjusted total assets, which is above the well-capitalized required level of $6.6 million, or 5.0%; and total risk-based capital of $21.7 million, or 17.3% of risk-weighted assets, which is above the well-capitalized required level of $12.5 million, or 10.0%. Accordingly, Eagle Savings Bank was categorized as well capitalized at June 30, 2018 and December 31, 2017. Management is not aware of any conditions or events since the most recent notification that would change our category.

 

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

 

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. At June 30, 2018, we had outstanding commitments to originate loans of $25.6 million, including undisbursed funds on construction loans and funds available on undrawn lines of credit. We anticipate that we will have sufficient funds available to meet our current lending commitments. Certificates of deposit that are scheduled to mature within one year from June 30, 2018 totaled $23.5 million. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize FHLB-Cincinnati advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

 

Contractual Obligations. In the ordinary course of our operations, we enter into certain contractual obligations. Such obligations include data processing services, operating leases for premises and equipment, agreements with respect to borrowed funds and deposit liabilities.

 

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ITEM 3QUANTITATIVE 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 Principal Executive Officer and the Principal 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 mended) as of June 30, 2018. Based on that evaluation, the Company’s management, including the Principal Executive Officer and the Principal Financial Offer, concluded that the Registrant’s disclosure controls and procedures were effective.

 

During the quarter ended June 30, 2018 there was no change in the Company’s internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

PART II – Other Information

 

ITEM 1.LEGAL PROCEEDINGS

 

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

 

ITEM 1A.RISK FACTORS

 

In addition to other information set forth in this report, you should carefully consider the factors discussed in the Eagle Financial Bancorp, Inc.’s annual report on Form 10-K for the year ended December 31, 2017 as filed with the Securities and Exchange Commission on March 23, 2018 (“Form 10-K”), including under “Item 1.A. Risk Factors”, which could materially affect our business, financial condition or future results. Additional risks not presently known to us, or that we currently deem immaterial, may also adversely affect our business, financial condition or results of operations. At June 30, 2018, the risk factors for Eagle Financial Bancorp, Inc. have not changed materially from those reported in the Form 10-K. However, the risks described in the Form 10-K are not the only risks that we face.

 

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.

 

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ITEM 6.EXHIBITS

 

  31.1 Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
  31.2 Certification of Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
     
  32.1 Certification of Principal Executive Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
  32.2 Certification of Principal Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
     
  101.0 The following material from Eagle Financial Bancorp, Inc.’s Quarterly Report on Form 10-Q for the quarter ended June 30, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Equity, (iv) the Condensed Statements of Cash Flows, and (v) the Notes to Condensed Financial Statements.

 

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SIGNATURES

 

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

 

Date:   August 10, 2018   By: /s/Gary J. Koester
        Gary J. Koester
        President and Chief Executive Officer
         
Date: August 10, 2018   By: /s/Kevin R. Schramm
        Kevin R. Schramm
        Vice President, Chief Financial Officer and Treasurer

 

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