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Table of Contents

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-Q

 

[X]

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

 

For the quarterly period ended September 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. 001-38239

 

FFBW, Inc.

(Exact name of registrant as specified in its charter)

 

Federal

 

82-3027075 

(State or other jurisdiction of

incorporation or organization)

 

(I.R.S. Employer

Identification Number)

     

1360 South Moorland Road 

Brookfield, Wisconsin 

 

53005

(Address of Principal Executive Offices)

 

(Zip Code)

 

(262) 542-4448

(Registrant’s telephone number)

 

N/A

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

 

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

YES [X]     NO [ ]

 

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

YES [X ]     NO [ ]

 

Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See 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 [  ]

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 Act). YES [  ] NO [X]

 

6,612,500 shares of the Registrant’s common stock, par value $0.01 per share, were issued and outstanding as of November 8, 2018.

 

 

 

FFBW, Inc.

Form 10-Q

 

Index 

 

   

Page

Part I. Financial Information

     

Item 1.

Financial Statements

2
     
 

Balance Sheets as of September 30, 2018 (unaudited) and December 31, 2017

2

     
 

Statements of Income for the Three and Nine Months Ended September 30, 2018 and 2017 (unaudited)

3

     
 

Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2018 and 2017 (unaudited)

4

     
 

Statements of Changes in Equity for the Nine Months Ended September 30, 2018 and 2017 (unaudited)

5

     
 

Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017 (unaudited)

6

     
 

Notes to Financial Statements (unaudited)

7

     

Item 2.

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

26
     

Item 3.

Quantitative and Qualitative Disclosures about Market Risk

37
     

Item 4.

Controls and Procedures

37
     

Part II. Other Information

     

Item 1.

Legal Proceedings

37
     

Item 1A.

Risk Factors

37
     

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

37
     

Item 3.

Defaults upon Senior Securities

37
     

Item 4.

Mine Safety Disclosures

37
     

Item 5.

Other Information

37
     

Item 6.

Exhibits

38
     
 

Signature Page

39

 

 

 

Part I.Financial Information

 

Item 1.

Financial Statements

 

FFBW, Inc.

Balance Sheets 

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

(In thousands, except share data)

 

   

September 30,

   

December 31,

 

Assets

 

2018

   

2017

 
                 
Cash and due from banks   $ 3,408     $ 3,285  
Fed funds sold     573       8,528  
Cash and cash equivalents     3,981       11,813  
Available for sale securities, stated at fair value     51,156       58,012  
Loans held for sale     200       109  
Loans, net of allowance for loan and lease losses of $2,020 and $1,800, respectively     197,673       171,355  
Premises and equipment, net     5,111       5,290  

Foreclosed assets

    -       619  
FHLB stock, at cost     739       514  
Accrued interest receivable     887       782  
Cash value of life insurance     6,957       6,558  
Other assets     1,645       1,429  
                 
TOTAL ASSETS   $ 268,349     $ 256,481  
                 
Liabilities and Equity                
                 
Deposits   $ 186,185     $ 182,913  
Advance payments by borrowers for taxes and insurance     1,179       36  
FHLB advances     19,750       12,750  
Accrued interest payable     541       37  
Other liabilities     1,185       1,256  
Total liabilities   $ 208,840     $ 196,992  
                 

Preferred stock ($0.01 par value, 1,000,000 authorized, no shares issued or outstanding as of September 30, 2018 and December 31, 2017, respectively)

  $ -     $ -  

Common stock ($0.01 par value, 19,000,000 authorized, 6,612,500 issued and outstanding as of September 30, 2018 and December 31, 2017, respectively)

    66       66  
Additional paid in capital     28,307       28,296  
Unallocated common stock of Employee Stock Ownership Plan ("ESOP") (246,543 and 256,263 shares at September 30, 2018 and December 31, 2017, respectively)     (2,466 )     (2,563 )
Retained earnings     34,762       33,937  
Accumulated other comprehensive loss, net of income taxes     (1,160 )     (247 )
Total equity   $ 59,509     $ 59,489  
                 
TOTAL LIABILITIES AND EQUITY   $ 268,349     $ 256,481  

 

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

 

 

 

FFBW, Inc.

Statements of Income

Three and Nine Months Ended September 30, 2018 and 2017 (Unaudited)

(In thousands, except share data)

 

   

Three months ended September 30,

   

Nine months ended September 30,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Interest and dividend income:

                               
Loans, including fees   $ 2,394     $ 1,980     $ 6,701     $ 5,736  

Securities

                               
Taxable     315       220       994       673  
Tax-exempt     12       36       49       115  
Other     17       17       48       29  
                                 
Total interest and dividend income     2,738       2,253       7,792       6,553  

Interest Expense:

                               
Interest-bearing deposits     451       350       1,139       998  
Borrowed funds     156       65       325       183  
Total interest expense     607       415       1,464       1,181  
Net interest income     2,131       1,838       6,328       5,372  
Provision for loan losses     111       63       415       166  
Net interest income after provision for loan losses     2,020       1,775       5,913       5,206  

Noninterest income:

                               
Service charges and other fees     100       80       285       204  
Net gain on sale of loans     67       81       142       214  
Net gain (loss) on sale of securities     11       (2 )     20       20  
Increase in cash surrender value of insurance     49       49       144       149  
Other noninterest income     23       24       70       40  
Total noninterest income     250       232       661       627  

Noninterest expense:

                               
Salaries and employee benefits     1,044       945       3,229       2,984  
Occupancy and equipment     251       269       747       815  
Data processing     193       145       542       446  
Foreclosed assets, net     (1 )     (5 )     36       22  
Professional fees     117       111       330       341  
Other noninterest expense     206       528       617       996  
Total noninterest expense     1,810       1,993       5,501       5,604  
Income before income taxes     460       14       1,073       229  
Provision (credit) for income taxes     111       (25 )     248       (2 )
Net income   $ 349     $ 39     $ 825     $ 231  

Earnings per share

                               
Basic   $ 0.05       N/A     $ 0.13       N/A  
Diluted   $ 0.05       N/A     $ 0.13       N/A  

 

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

 

 

 

FFBW, Inc.

Statement of Comprehensive Income

Three and Nine Months Ended September 30, 2018 and 2017, (Unaudited)

(Dollars in Thousands)

  

   

Three months ended September 30,

   

Nine months ended September 30,

 
   

2018

   

2017

   

2018

   

2017

 
                                 
Net income   $ 349     $ 39     $ 825     $ 231  

Other comprehensive income:

                               
Unrealized holding gains (losses) arising during the period     (233 )     23       (1,189 )     249  
Reclassification adjustment for losses (gains) realized in net income     (11 )     2       (20 )     (20 )
Other comprehensive income (loss) before tax effect     (244 )     25       (1,209 )     229  
Tax effect of other comprehensive income (loss) items     66       (9 )     296       (80 )
Other comprehensive income (loss), net of tax     (178 )     16       (913 )     149  
Comprehensive income (loss)   $ 171     $ 55     $ (88 )   $ 380  

 

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

 

 

 

FFBW, Inc.

Statement of Changes in Equity

For the Nine Months Ended September 30, 2018 and 2017, (Unaudited)

(In thousands, except share data)

  

   

Number of

Shares

   

Common

Stock

   

Additional

Paid-In

Capital

   

Unallocated

Common

Stock of

ESOP

   

Retained

Earnings

   

Accumulated

Other

Comprehensive

Income (Loss)

   

Total

 

Balance at December 31, 2016

    -     $ -     $ -     $ -     $ 34,123     $ (125 )   $ 33,998  

Net income

    -       -       -       -       231       -       231  

Other comprehensive income

    -       -       -       -       -       149       149  

Balance at September 30, 2017

    -     $ -     $ -     $ -     $ 34,354     $ 24     $ 34,378  
                                                         

Balance at December 31, 2017

    6,612,500     $ 66     $ 28,296     $ (2,563 )   $ 33,937     $ (247 )   $ 59,489  
Net income     -       -       -       -       825       -       825  
ESOP shares committed to be released (9,720 shares)     -       -       11       97       -       -       108  
Other comprehensive loss                                     -       (913 )     (913 )
Balance at September 30, 2018     6,612,500     $ 66     $ 28,307     $ (2,466 )   $ 34,762     $ (1,160 )   $ 59,509  

 

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

 

 

 

FFBW, Inc.

Statements of Cash Flows

For the Nine Months Ended September 30, 2018 and 2017 (Unaudited)

(Dollars in Thousands)

 

   

For the nine months ended September 30,

 
   

2018

   

2017

 

Increase (decrease) in cash and cash equivalents:

               

Cash flows from operating activities:

               

Net income

    825       231  

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

               

Provision for loan losses

    415       166  

Depreciation

    254       366  

Gain on sale of premises and equipment

    -       -  

Accretion of loan portfolio discount and deposit premium

    (87 )     (256 )

Net amortization on securities available for sale

    412       402  

(Gain) loss on sales and impairments of foreclosed assets

    17       (12 )

Gain on sale of available for sale securities

    (20 )     (20 )

Increase in cash surrender value of life insurance

    (144 )     (149 )

Accretion of discount on FHLB advances

    -       (20 )

ESOP compensation

    108       -  

Changes in operating assets and liabilities:

               

Accrued interest receivable

    (105 )     (10 )

Loans held for sale

    (91 )     520  

Other assets

    81       (461 )

Accrued interest payable

    504       449  

Other liabilities

    (71 )     (183 )

Net cash provided by operating activities

    2,098       1,023  
                 

Cash flows from investing activities:

               

Proceeds from sales of available for sale securities

    7,625       6,856  

Maturities, calls, paydowns on securities

    5,496       6,195  

Purchases of available for sale securities

    (7,867 )     (7,961 )

Net (increase) decrease in loans

    (26,855 )     (10,876 )

Purchases of premises and equipment

    (75 )     (280 )

Proceeds from redemption of FHLB stock

    -       733  

Purchase of FHLB stock

    (225 )     -  

Proceeds from sale of equipment

    -       248  

Purchase of life insurance

    (255 )     (10 )

Proceeds from sale of foreclosed assets

    823       1,239  

Net cash used in investing activities

    (21,333 )     (3,856 )
                 

Cash flows from financing activities:

               

Net increase in deposits

    3,260       28,447  

Net increase in advance payments by borrowers for taxes and insurance

    1,143       1,154  

Repayments of FHLB advances

    -       (6,500 )

Proceeds from FHLB advances

    7,000       5,000  

Net cash provided by financing activities

  $ 11,403     $ 28,101  

Net increase (decrease) in cash and cash equivalents

  $ (7,832 )   $ 25,268  

Cash and cash equivalents at beginning

    11,813       6,911  

Cash and cash equivalents at end

  $ 3,981     $ 32,179  
                 

Supplemental Cash Flow Disclosures:

               

Cash paid for interest

  $ 960     $ 757  

Cash paid for income taxes

    70       -  

Loans transferred to foreclosed assets

    221       746  

Financed sales of foreclosed assets

    21       -  

 

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

 

 

FFBW, Inc.

Form 10-Q

 

 

Notes to Financial Statements (Unaudited – In thousands, except share data)

 

 

Note 1 – Basis of Presentation

 

The accompanying unaudited consolidated financial statements of FFBW, Inc. and its wholly-owned subsidiary, First Federal Bank of Wisconsin ("the Bank"), (collectively the “Company”) were prepared in accordance with instructions for Form 10-Q and Regulation S-X and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, comprehensive income, changes in equity and cash flows in conformity with accounting principles generally accepted in the United States of America.

 

In the opinion of management, all adjustments necessary for a fair presentation of the financial statements have been included. The results of operations for the nine month periods ended September 30, 2018 are not necessarily indicative of the results which may be expected for the entire year. These statements should be read in conjunction with the Financial Statements and notes thereto for the year ended December 31, 2017 filed with the U.S. Securities and Exchange Commission (“SEC”) as part of FFBW, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

In preparing the financial statements, the Company is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from those estimates. The financial statements reflect all adjustments that are, in the opinion of management, necessary for a fair statement of the Company’s financial condition, results of operations, comprehensive income, changes in shareholders’ equity and cash flows for the interim periods presented. These adjustments are of a normal recurring nature and include appropriate estimated provisions.

 

 

Note 2Nature of Business and Summary of Significant Accounting Policies

 

Organization

 

On October 10, 2017, the Bank converted to a stock savings bank and reorganized into the mutual holding company structure.  The Bank issued all of its outstanding stock to a new holding company, FFBW, Inc., (the “Company”) which sold 2,950,625 shares of common stock to the public at $10.00 per share, and contributed an additional 25,000 shares to FFBW Community Foundation, representing 45% of its outstanding shares of common stock.  This amount included shares purchased by the Bank’s employee stock ownership plan (“ESOP”), which purchased 3.92% of the Company’s outstanding common upon the completion of the reorganization and stock issuance.  FFBW, Inc. is organized as a corporation under the laws of the United States.  FFBW, MHC has been organized as a mutual holding company under the laws of the United States and owns 55% of the outstanding common stock of FFBW, Inc.    

 

The cost of the reorganization and the issuing of the common stock were deferred and deducted from the sales proceeds of the offering.  Reorganization costs of $1,394 were recognized.  

 

At September 30, 2018, the significant assets of the Company were the capital stock of the Bank, and a loan to the ESOP. The liabilities of the Company were insignificant. The Company is subject to the financial reporting requirements of the Securities Exchange Act of 1934, as amended. The Company is subject to regulation and examination by the Board of Governors of the Federal Reserve System (“the Federal Reserve Board”).

 

The Bank is a community bank headquartered in Waukesha, Wisconsin that provides financial services to individuals and businesses from our offices in Waukesha, Brookfield, and the Bay View neighborhood.

 

Use of Estimates

 

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheet and 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 in the near term relate to the determination of the allowance for loan losses, the fair values of securities, fair value of financial instruments, the valuation of other real estate owned and the valuation of deferred income tax assets.

 

 

Cash and Cash Equivalents

 

For purposes of reporting cash flows, cash and cash equivalents include cash and balances due from banks and non-maturity deposits in the Federal Home Loan Bank of Chicago (FHLB). The Company may at times maintain balances at financial institutions that exceed federally insured limits. The Company has not experienced any losses in such accounts.

 

Available for Sale Securities

 

Securities classified as available for sale are those securities that the Company intends to hold for an indefinite period of time, but not necessarily to maturity.  Any decision to sell a security classified as available for sale would be based on various factors, including significant movements in interest rates, changes in the maturity mix of the Company's assets and liabilities, liquidity needs, regulatory capital requirements, and other similar factors.  Securities classified as available for sale are carried at fair value.  Unrealized gains or losses are reported as increases or decreases in other comprehensive income, net of the related deferred tax effect.  Realized gains or losses, determined on the basis of the cost of specific securities sold, are included in earnings. Gains and losses on the sale of securities are recorded on the trade date and determined using the specific-identification method.

 

Declines in fair value of securities that are deemed to be other than temporary, if applicable, are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers the length of time and the extent to which fair value has been less than cost, the financial condition and near-term prospects of the issuer, and the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient enough to allow for any anticipated recovery in fair value.

 

Loans Acquired in a Transfer 

 

The Company acquires loans (including debt securities) individually and in groups or portfolios. These loans are initially measured at fair value with no allowance for loan losses. The Company's allowance for loan losses on all acquired loans reflect only those losses incurred subsequent to acquisition.

 

Certain acquired loans may have experienced deterioration of credit quality between origination and the Company's acquisition of the loans. At acquisition, the Company reviews each loan to determine whether there is evidence of deterioration of credit quality since origination and if it is probable that the Company will be unable to collect all amounts due according to the loan's contractual terms. If both conditions exist, the Company determines whether each such loan is to be accounted for individually or whether such loans will be assembled into pools of loans based on common risk characteristics (for example, credit score, loan type, and date of origination). The Company considers expected prepayments and estimates the amount and timing of undiscounted principal, interest, and other cash flows expected at acquisition for each loan and aggregated pool of loans. The excess of the loan's or pool's scheduled contractual principal and interest payments over all cash flows expected at acquisition is calculated as the nonaccretable difference. The excess of cash flows expected to be collected over the fair value of each loan or pool (accretable yield) is accreted into interest income over the remaining life of the loan or pool.

 

At each reporting date, the Company continues to estimate cash flows expected to be collected for each loan or pool. If expected cash flows have decreased from the acquisition date estimate, the Company recognizes an allowance for loan losses. If expected cash flows have increased from the acquisition date estimate, the Company increases the amount of accretable yield to be recognized as interest income over the remaining life of the loan or pool.

 

Loans  

 

Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff generally are reported at their outstanding unpaid principal balances adjusted for deferred loan fees and costs, charge-offs, and an allowance for loan losses. Interest on loans is accrued and credited to income based on the unpaid principal balance. Loan-origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.

 

The accrual of interest on loans is discontinued when, in the opinion of management, there is an indication that the borrower may be unable to make payments as they become due. When loans are placed on nonaccrual status or charged off, all unpaid accrued interest is reversed against interest income. The interest on these loans is subsequently accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual status. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.

 

 

Allowance for Loan Losses

 

The allowance for loan losses is maintained at the level considered adequate by management to provide for losses that are probable as of the balance sheet date. The allowance for loan losses is established through a provision for loan losses charged to expense as losses are estimated to have occurred. Loan losses are charged against the allowance when management believes that the collectability of the principal is unlikely. Subsequent recoveries, if any, are credited to the allowance. In determining the adequacy of the allowance balance, the Company makes evaluations of the loan portfolio and related off-balance sheet commitments, considers current economic conditions and historical loss experience, and reviews specific problem loans and other factors.

 

When establishing the allowance for loan losses, management categorizes loans into risk categories generally based on the nature of the collateral and the basis of repayment. These risk categories and their relevant risk characteristics are as follows:

 

Commercial development: These loans are secured by vacant land and/or property that are in the process of improvement. Repayment of these loans can be dependent on the sale of the property to third parties or the successful completion of the improvements by the builder for the end user. Construction loans include not only construction of new structures, but loans originated to finance additions to or alterations of existing structures. Until a permanent loan originates, or payoff occurs, all commercial construction loans secured by real estate are reported in this loan pool. Development loans also have the risk that improvements will not be completed on time, or in accordance with specifications and projected costs.

 

Commercial real estate: These loans are primarily secured by office and industrial buildings, warehouses, small retail shopping facilities, and various special purpose properties, including restaurants. These loans are subject to underwriting standards and processes similar to commercial and industrial loans. Loans to closely held businesses are generally guaranteed in full by the owners of the business. These loans are viewed primarily as cash flow loans and the repayment of these loans is largely dependent on the successful operation of the property. The cash flows of the borrowers, however, may not behave as forecasted and collateral securing loans may fluctuate in value due to the general economic factors or conditions specific to the real estate market, such as geographic location and/or purpose type.

 

Commercial and industrial: Commercial and industrial loans are extended primarily to small and middle market customers. Such credits typically comprise working capital loans, asset acquisition loans, and loans for other business purposes. Loans to closely held businesses are generally guaranteed in full by the owners of the business. Commercial and industrial loans are made based primarily on the historical and projected cash flow of the borrower and secondarily on the underlying collateral provided by the borrower. The cash flows of the borrowers, however, may not behave as forecasted and collateral securing loans may fluctuate in value due to economic or individual performance factors. Minimum standards and underwriting guidelines have been established for commercial and industrial loans.

 

1-4 family owner-occupied: These loans are generally to individuals and are underwritten by evaluating the credit history of the borrower, the ability of the borrower to meet the debt service requirements of the loan and total debt obligations, the underlying collateral, and the loan to collateral value. Also included in this category are junior liens on 1-4 family residential properties. Underwriting standards for single family loans are heavily influenced by statutory requirements, which include, but are not limited to, loan-to-value and affordability ratios, risk-based pricing strategies, and documentation requirements.

 

1-4 family investor-owned: These loans may be to individuals or businesses and are subject to underwriting standards and processes similar to commercial and industrial loans. These loans are viewed primarily as cash flow loans and the repayment of these loans is largely dependent on the successful operation of the property(ies). The cash flows of the borrowers, however, may not behave as forecasted and collateral securing loans may fluctuate in value due to the general economic factors or conditions specific to the real estate market, such as geographic location and/or purpose type.

 

Multifamily real estate: These loans include loans to finance non-farm properties with five or more units in structures primarily to accommodate households. Such credits are typically originated to finance the acquisition or refinancing of an apartment building. These loans are subject to underwriting standards and processes similar to commercial and industrial loans. Loans to closely held businesses are generally guaranteed in full by the owners of the business. These loans are viewed primarily as cash flow loans and the repayment of these loans is largely dependent on the successful operation of the subject multifamily property, with assumptions made for vacancy rates. Cash flows of the borrowers rely on the receipt of rental income from the tenants of the property who are themselves subject to fluctuations in national and local economic conditions and unemployment trends.

 

Consumer: These loans may take the form of installment loans, demand loans, or single payment loans, and are extended to individuals for household, family, and other personal expenditures. These loans generally include direct consumer automobile loans and credit card loans. These loans are generally smaller in size and are underwritten by evaluating the credit history of the borrower, the ability of the borrower to meet the debt service requirements of the loan and total debt obligations.

 

 

Management regularly evaluates the allowance for loan losses using the Company’s past loan loss experience, known and inherent risks in the loan portfolio, composition of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, current economic conditions, and other relevant factors. This evaluation is inherently subjective since it requires material estimates that may be susceptible to significant change.

 

A loan is impaired when, based on current information, it is probable that the Company will not collect all amounts due in accordance with the contractual terms of the loan agreement. Management determines whether a loan is impaired on a case-by-case basis, taking into consideration the payment status, collateral value, length and reason of any payment delays, the borrower’s prior payment record, and any other relevant factors. Large groups of smaller-balance homogeneous loans, such as residential mortgage and consumer loans, are collectively evaluated in the allowance for loan losses analysis and are not subject to impairment analysis unless such loans have been subject to a restructuring agreement. Specific allowances for impaired loans are based on discounted cash flows of expected future payments using the loan’s initial effective interest rate or the fair value of the collateral if the loan is collateral dependent.

 

In addition, various regulatory agencies periodically review the allowance for loan losses. These agencies may require the Company to make additions to the allowance for loan losses based on their judgments of collectability based on information available to them at the time of their examination.

 

Troubled Debt Restructurings 

 

Loans are accounted for as troubled debt restructurings when a borrower is experiencing financial difficulties that lead to a restructuring of the loan, and the Company grants a “concession” to the borrower that they would not otherwise consider. These concessions include a modification of terms such as a reduction of the stated interest rate or loan balance, a reduction of accrued interest, an extension of the maturity date at an interest rate lower than a current market rate for a new loan with similar risk, or some combination thereof to facilitate repayment. Troubled debt restructurings are considered impaired loans.

 

Foreclosed Assets

 

Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value, less costs to sell, at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management, and the assets are carried at the lower of carrying amount or fair value less costs to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets.

 

Premises and Equipment

 

Depreciable assets are stated at cost less accumulated depreciation. Provisions for depreciation are computed on straight-line and accelerated methods over the estimated useful lives of the assets.

 

Federal Home Loan Bank Stock

 

The Company's investment in Federal Home Loan Bank ("FHLB") stock is carried at cost, which approximates fair value. The Company is required to hold the stock as a member of the FHLB, and transfer of the stock is substantially restricted. The stock is evaluated for impairment on an annual basis.

 

Income Taxes

 

Amounts provided for income tax expense are based on income reported for financial statement purposes and do not necessarily represent amounts currently payable under tax laws. Deferred income tax assets and liabilities are computed annually for differences between the financial statement and income tax basis of assets and liabilities that will result in taxable or deductible amounts in the future based on enacted tax laws and rates applicable to the periods in which the differences are expected to affect taxable income.

 

As changes in tax laws or rates are enacted, deferred income tax assets and liabilities are adjusted through the provision for income taxes. The differences relate principally to the allowances for loan losses, deferred compensation, depreciation, FHLB stock dividends and non-accrual interest. Valuation allowances are established when necessary to reduce deferred tax assets to the amount expected to be realized.

 

 

The tax effects from an uncertain tax position can be recognized in the financial statements only if the position is more likely than not to be sustained on audit, based on the technical merits of the position. The Company recognizes the financial statement benefit of a tax position only after determining that the relevant tax authority would more likely than not sustain the position following an audit. For tax positions meeting the more likely than not threshold, the amount recognized in the financial statements is the largest benefit that has a greater than 50 percent likelihood of being realized upon ultimate settlement with the relevant tax authority. Based on its evaluation, the Company has concluded that there are no significant uncertain tax positions requiring recognition in its financial statements.

 

The Company's policy is to recognize interest and penalties related to income tax issues as components of income tax expense. During the periods shown, the Company did not recognize any interest or penalties related to income tax expense in its statement of income.

 

Transfers of Financial Assets 

 

Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.

 

Advertising 

 

Advertising costs are expensed as incurred.

 

Other Comprehensive Income (Loss)

 

Other comprehensive loss is shown on the statements of comprehensive income (loss). The Company’s accumulated other comprehensive income (loss) is composed of the unrealized loss on securities available for sale, net of tax and is shown on the statements of equity. Reclassification adjustments out of other comprehensive loss for gains realized on sales of securities available for sale comprise the entire balance of “net gain on sale of securities” on the statements of income.

 

Off-Balance Sheet Financial Instruments

 

In the ordinary course of business, the Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit, unfunded commitments under lines of credit, and standby letters of credit. Such financial instruments are recorded in the financial statements when they become payable.

 

Life Insurance

 

The Company has purchased life insurance policies on certain key executives. Life insurance is measured at the amount that could be realized under the insurance contract as of the balance sheet date, which is generally the cash surrender value of the policy.

 

Subsequent Events 

 

Management has reviewed the Company’s operations for potential disclosure or financial statement impacts related to events occurring after September 30, 2018, but prior to the release of these financial statements. Based on the results of this review, no subsequent event disclosure or financial statement impacts to these financial statements are required as of November 7, 2018.

 

Recent Accounting Pronouncements

 

The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as the Company is an emerging growth company, it may choose to take advantage of exemptions from various reporting requirements applicable to other public companies. An emerging growth company may elect 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, but must make such election when the Company is first required to file a registration statement. The Company has elected to use the extended transition period and intends to maintain its emerging growth company status as allowed under the JOBS Act.

 

 

The following Accounting Standards Updates (ASUs) have been issued by the Financial Accounting Standards Board (FASB) and may impact the Company's financial statements in future reporting periods.

 

ASU No. 2016-13, “Credit Losses (Topic 326).” ASU 2016-13 requires organizations to measure all expected credit losses for financial instruments held at the reporting date based on historical experience, current conditions and reasonable and supportable forecasts. The guidance is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2020. Early adoption will be permitted for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2018. The Company is currently assessing the impact of adopting ASU 2016-13 on its financial statements.

 

ASU 2016-02 “Leases.” ASU 2016-02 affects any entity that enters into a lease and is intended to increase the transparency and comparability of financial statements among organizations. The ASU requires, among other changes, a lessee to recognize on its balance sheet a lease asset and a lease liability for those leases previously classified as operating leases. The lease asset would represent the right to use the underlying asset for the lease term and the lease liability would represent the discounted value of the required lease payments to the lessor. The ASU would also require entities to disclose key information about leasing arrangements. ASU 2016-02 is effective for interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted. Management is currently evaluating the impact that ASU 2016-02 will have on the Company’s consolidated financial position, results of operations and disclosures.

 

ASU No. 2016-01, “Recognition and Measurement of Financial Assets and Financial Liabilities”. The standard makes a number of changes to the recognition and measurement standards of financial instruments, including the following changes: 1) equity securities with a readily determinable fair value will have to be measured at fair value with changes in fair value recognized in net income; 2) entities that are public business entities will no longer be required to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost; and 3) entities that are public business entities will be required to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. This standard is effective for financial statements issued for annual reporting periods, and interim periods within those annual periods, beginning after December 15, 2018. The adoption of this standard is not expected to have a material impact on our financial condition or results of operations, except that the Company will no longer disclose the method(s) and significant assumptions used to estimate the fair value of financial instruments measured at amortized cost.

 

ASU No. 2014-09, “Revenue from Contracts with Customers (Topic 606)”. The amendment supersedes and replaces nearly all existing revenue recognition guidance. Under the amended guidance, 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 or services. This guidance is effective for annual and interim periods beginning after December 15, 2018. Adoption of ASU No. 2014-04 and ASU 2015-14 is not expected to have a material impact on the Company’s financial statements.

 

 

Note 3 Earnings Per Share

 

Earnings per share is based on net income divided by the weighted average number of shares outstanding during the period, including allocated and committed-to-be-released Employee Stock Ownership Plan (“ESOP”) shares.

 

   

Three Months Ended September 30,

   

Nine Months Ended September 30,

 
   

2018

     2017*      2018      2017*  
Net income   $ 349       *     $ 825       *  

Basic potential common shares

                               

Weighted average shares outstanding

    6,612,500       *       6,612,500       *  

Weighted average unallocated Employee Stock Ownership Plan Shares

    (247,623 )     *       (250,863 )     *  

Basic weighted average shares outstanding

    6,364,877       *       6,361,637       *  

Dilutive potential common shares

    -       *       -       *  

Dilutive weighted average shares outstanding

    6,364,877       *       6,361,637       *  
Basic earnings per share   $ 0.05       *     $ 0.13       *  
Diluted earnings per share   $ 0.05       *     $ 0.13       *  

* Earnings per share for the three and nine months ended September 30, 2017 is not applicable because the public offering was completed in October 2017.

 

 

 

Note 4 Available for Sale Securities

 

Amortized costs and fair values of available for sale securities are summarized as follows:

 

 

   

Amortized Cost

   

Gross

Unrealized

Gains

   

Gross

Unrealized

Losses

   

Estimated Fair

Value

 

September 30, 2018

                               
Obligations of the US government and US government sponsored agencies   $ 1,421     $ 2     $ (17 )   $ 1,406  
Obligations of states and political subdivisions     8,423       15       (180 )     8,258  
Mortgage-backed securities     34,266       18       (1,275 )     33,009  
Certificates of deposit     4,000       1       (101 )     3,900  
Corporate debt securities     4,635       11       (63 )     4,583  
Total available for sale securities   $ 52,745     $ 47     $ (1,636 )   $ 51,156  
                                 

December 31, 2017

                               

Obligations of the US government and US government sponsored agencies

  $ 2,211     $ 11     $ (2 )   $ 2,220  

Obligations of states and political subdivisions

    13,102       104       (69 )     13,137  

Mortgage-backed securities

    33,908       14       (455 )     33,467  

Certificates of deposit

    4,000       6       (9 )     3,997  

Corporate debt securities

    5,171       29       (9 )     5,191  

Total available for sale securities

  $ 58,392     $ 164     $ (544 )   $ 58,012  

 

 

Fair values of securities are estimated based on financial models or prices paid for similar securities. It is possible interest rates could change considerably, resulting in a material change in estimated fair value.

 

 

The following table presents the portion of the Company's portfolio which has gross unrealized losses, reflecting the length of time that individual securities have been in a continuous unrealized loss position:

 

 

   

Less Than 12 Months

   

12 Months or More

   

Total

 
   

Fair Value

   

Unrealized

Losses

   

Fair Value

   

Unrealized

Losses

   

Fair Value

   

Unrealized

Losses

 

September 30, 2018

                                               
Obligations of the US government and US government sponsored agencies   $ 1,002     $ (16 )   $ 197     $ (1 )   $ 1,199     $ (17 )
Obligations of states and political subdivisions     3,910       (102 )     2,780       (78 )     6,690       (180 )
Mortgage-backed securities     16,345       (572 )     15,680       (703 )     32,025       (1,275 )
Certificates of deposit     3,405       (95 )     244       (6 )     3,649       (101 )
Corporate debt securities     3,534       (63 )     -       -       3,534       (63 )
Total   $ 28,196     $ (848 )   $ 18,901     $ (788 )   $ 47,097     $ (1,636 )

December 31, 2017

                                               

Obligations of the US government and US government sponsored agencies

  $ 235     $ (2 )   $ -     $ -     $ 235     $ (2 )

Obligations of states and political subdivisions

    3,180       (23 )     2,660       (46 )     5,840       (69 )

Mortgage-backed securities

    22,685       (213 )     9,270       (242 )     31,955       (455 )

Certificates of deposit

    2,492       (9 )     -       -       2,492       (9 )

Corporate debt securities

    2,683       (8 )     250       (1 )     2,933       (9 )

Total

  $ 31,275     $ (255 )   $ 12,180     $ (289 )   $ 43,455     $ (544 )

 

At September 30, 2018, the investment portfolio included 47 securities available for sale, which had been in an unrealized loss position for greater than twelve months, and 73 securities available for sale, which had been in an unrealized loss position for less than twelve months. At December 31, 2017, the investment portfolio included 27 securities available for sale, which had been in an unrealized loss position for greater than twelve months, and 73 securities available for sale, which had been in an unrealized loss position for less than twelve months. Because these securities have a fixed interest rate, their fair value is sensitive to movements in market interest rates. These unrealized losses are considered temporary because the Company does not intend to sell them prior to maturity; therefore we expect to collect all contractually due amounts from these securities. Accordingly, these investments were reduced to their fair values through accumulated other comprehensive income, not through earnings.

 

We regularly assess our securities portfolio for OTTI. The assessments are based on the nature of the securities, the underlying collateral, the financial condition of the issuer, the extent and duration of the loss, our intent related to the individual securities, and the likelihood that we will have to sell securities prior to expected recovery. We did not have any impairment losses recognized in earnings for the three or nine months ended September 30, 2018 or September 30, 2017.

 

The amortized cost and fair value of available for sale securities by contractual maturity are shown below. Expected maturities will differ from contractual maturities in mortgage-backed securities since the anticipated maturities are not readily determinable. Therefore, these securities are not included in the maturity categories in the following maturity summary listed below:

 

   

September 30, 2018

 

 

 

 

Amortized Cost

   

Fair Value

 
Due in one year or less   $ 2,042     $ 2,035  
Due after one year through 5 years     7,300       7,202  
Due after 5 years through 10 years     4,853       4,728  
Due after 10 years     4,284       4,182  
Subtotal   $ 18,479     $ 18,147  
Mortgage-backed securities     34,266       33,009  
Total   $ 52,745     $ 51,156  

 

 

Proceeds from sales of available for sale securities during the nine months ended September 30, 2018 and September 30, 2017 were $7,625 and $6,856, respectively. Gross realized gains, during the nine months ended September 30, 2018 and September 30, 2017 on these sales amounted to $35 and $86, respectively. Gross realized losses on these sales were $15 and $66, during the nine months ended September 30, 2018 and September 30, 2017, respectively.

 

There were $927 of pledged securities at September 30, 2018 and none at December 31, 2017.

 

 

Note 5 Loans

 

 

 

Major classifications of loans are as follows:

 

   

September 30,

   

December 31,

 
   

2018

   

2017

 

Commercial

               

Development

  $ 8,846     $ 1,498  

Commercial real estate

    61,397       53,202  

Commercial and industrial

    11,384       10,135  

Residential real estate and consumer

               

1-4 family owner-occupied

    44,425       41,446  

1-4 family investor-owned

    33,686       33,658  

Multifamily

    37,876       31,677  

Consumer

    2,142       1,613  

Subtotal

  $ 199,756     $ 173,229  
Deferred loan fees     (63 )     (74 )
Allowance for loan losses     (2,020 )     (1,800 )

Net loans

  $ 197,673     $ 171,355  

 

 

Analysis of the allowance for loan losses for the three and nine months ended September 30, 2018 and 2017 follows:

 

Three Months Ended

 

Commercial

   

Residential real estate

and consumer

   

Total

 
                         

Balance at June 30, 2018

  $ 806     $ 1,102     $ 1,908  
Provision for loan losses     47       64       111  
Loans charged off     -       -       -  
Recoveries of loans previously charged off     -       1       1  
Balance at September 30, 2018   $ 853     $ 1,167     $ 2,020  
                         
                         

Balance at June 30, 2017

  $ 505     $ 1,014     $ 1,519  

Provision (credit) for loan losses

    87       (24 )     63  

Loans charged off

    -       -       -  

Recoveries of loans previously charged off

    -       1       1  

Balance at September 30, 2017

  $ 592     $ 991     $ 1,583  

 

Nine Months Ended

 

Commercial

   

Residential real estate

and consumer

   

Total

 
                         

Balance at December 31, 2017

  $ 660     $ 1,140     $ 1,800  
Provision for loan losses     217       198       415  

Loans charged off

    (24 )     (172 )     (196 )
Recoveries of loans previously charged off     -       1       1  
Balance at September 30, 2018   $ 853     $ 1,167     $ 2,020  
                         
                         

Balance at December 31, 2016

  $ 348     $ 1,130     $ 1,478  

Provision (credit) for loan losses

    244       (78 )     166  

Loans charged off

    -       (97 )     (97 )

Recoveries of loans previously charged off

    -       36       36  

Balance at September 30, 2017

  $ 592     $ 991     $ 1,583  

 

Allowance for loan losses at September 30, 2018:

 

Commercial

   

Residential real estate

and consumer

   

Total

 
Individually evaluated for impairment     -       -     $ -  
Collectively evaluated for impairment     853       1,167       2,020  
Total allowance for loan losses   $ 853     $ 1,167     $ 2,020  
                         

Allowance for loan losses at December 31, 2017:

                 

Individually evaluated for impairment

    -       179     $ 179  

Collectively evaluated for impairment

    660       961       1,621  

Total allowance for loan losses

  $ 660     $ 1,140     $ 1,800  

 

 

September 30, 2018     Commercial       Residential real estate and consumer       Total  

Loans:

                       
Individually evaluated for impairment   $ 91     $ 1,473     $ 1,564  
Collectively evaluated for impairment     81,536       116,656       198,192  
Total loans   $ 81,627     $ 118,129     $ 199,756  
                         

December 31, 2017

                       

Loans:

                       

Individually evaluated for impairment

  $ 192     $ 2,112     $ 2,304  
Collectively evaluated for impairment     64,643       106,282       170,925  
Total loans   $ 64,835     $ 108,394     $ 173,229  

 

Analysis for loans evaluated for impairment as of September 30, 2018 and December 31, 2017, follows:

 

As of September 30, 2018

 

Principal

Balance

   

Recorded Investment

   

Related

Allowance

   

Average

Investment

   

Interest

Recognized

 

Loans with no related allowance for loan losses:

                                       

Commercial

                                       

Commercial and industrial

  $ 93     $ 91       -     $ 96     $ 3  

Residential real estate and consumer

                                       

1-4 family owner-occupied

    1,195       1,114       -       1,189       18  

1-4 family investor-owned

    351       343       -       351       -  

Consumer

    16       16       -       18       -  

Total loans with no related allowance

    1,655       1,564       -       1,654       21  

Total impaired loans

  $ 1,655     $ 1,564     $ -     $ 1,654     $ 21  
                                         

As of December 31, 2017

 

Principal

Balance

   

Recorded Investment

   

Related

Allowance

   

Average

Investment

   

Interest

Recognized

 

Loan with related allowance for loan losses:

                                       

Residential real estate and consumer

                                       

1-4 family investor-owned

  $ 375     $ 330     $ 179     $ 312     $ 8  
                                         

Loans with no related allowance for loan losses:

                                       

Commercial

                                       

Commercial and industrial

    198       192       -       204       -  

Residential real estate and consumer

                                       

1-4 family owner-occupied

    1,158       1,099       -       1,443       1  

1-4 family investor-owned

    716       683       -       1,289       24  

Consumer

    -       -       -       -       -  

Total loans with no related allowance

    2,072       1,974       -       2,936       25  

Total impaired loans

  $ 2,447     $ 2,304     $ 179     $ 3,248     $ 33  

 

As of December 31, 2017, approximately $50 is committed to one impaired loan relationship to finance costs relating to the disposal of several properties. At September 30, 2018, no additional funds are committed to be advanced in connection with impaired loans.

 

 

The Company regularly evaluates various attributes of loans to determine the appropriateness of the allowance for loan losses. The credit quality indicators monitored differ depending on the class of loan. 

 

Commercial loans are generally evaluated using the following internally prepared ratings:

 

“Pass” ratings are assigned to loans with adequate collateral and debt service ability such that collectability of the contractual loan payments is highly probable.

 

“Special mention” ratings are assigned to loans where management has some concern that the collateral or debt service ability may not be adequate, though the collectability of the contractual loan payments is still probable.

 

“Substandard” ratings are assigned to loans that do not have adequate collateral and/or debt service ability such that collectability of the contractual loan payments is no longer probable.

  

“Doubtful” ratings are assigned to loans that do not have adequate collateral and/or debt service ability, and collectability of the contractual loan payments is unlikely.

 

Residential real estate and consumer loans are generally evaluated based on whether or not the loan is performing according to the contractual terms of the loan.

 

Information regarding the credit quality indicators most closely monitored for commercial loans by class as of September 30, 2018 and December 31, 2017, follows:

 

   

Pass

   

Special Mention

   

Substandard

   

Doubtful

   

Totals

 

September 30, 2018

                                       
Development   $ 8,846     $ -     $ -     $ -     $ 8,846  
Commercial real estate     61,397       -       -       -       61,397  
Commercial and industrial     11,363       -       21       -       11,384  
1-4 family investor-owned     31,729       1,711       246       -       33,686  
Multifamily     37,876       -       -       -       37,876  
Totals   $ 151,211     $ 1,711     $ 267     $ -     $ 153,189  

December 30, 2017

                                       

Development

  $ 1,498     $ -     $ -     $ -     $ 1,498  

Commercial real estate

    51,939       1,263       -       -       53,202  

Commercial and industrial

    9,436       586       113       -       10,135  

1-4 family investor-owned

    31,964       1,449       149       96       33,658  

Multifamily

    31,677       -       -       -       31,677  

Totals

  $ 126,514     $ 3,298     $ 262     $ 96     $ 130,170  

 

Information regarding the credit quality indicators most closely monitored for residential real estate and consumer loans by class as of September 30, 2018 and December 31, 2017, follows:

 

   

Performing

   

Non-performing

   

Totals

 

September 30, 2018

                       
1-4 family owner-occupied     43,765       660       44,425  
Consumer     2,045       97       2,142  
    $ 45,810     $ 757     $ 46,567  

December 31, 2017

                       
1-4 family owner-occupied     40,347       1,099       41,446  

Consumer

    1,613       -       1,613  
    $ 41,960     $ 1,099     $ 43,059  

 

 

Loan aging information as of September 30, 2018, follows:

 

           

Loans Past Due

   

Loans Past Due

           

Nonaccrual

 

September 30, 2018

 

Current Loans

   

30-89 Days

   

90+ Days

   

Total Loans

   

Loans

 

Commercial

                                       

Development

  $ 8,846     $ -     $ -     $ 8,846     $ -  

Commercial real estate

    61,397       -       -       61,397       -  

Commercial and industrial

    11,384       -       -       11,384       21  

Residential real estate and consumer

                                       

1-4 family owner-occupied

    44,011       414       -       44,425       603  

1-4 family investor-owned

    33,282       404       -       33,686       343  

Multifamily

    37,876       -       -       37,876       -  

Consumer

    2,142       -       -       2,142       -  

Total

  $ 198,938     $ 818     $ -     $ 199,756     $ 967  

 

Loan aging information as of December 31, 2017, follows:

 

           

Loans Past Due

   

Loans Past Due

           

Nonaccrual

 

December 31, 2017

 

Current Loans

   

30-89 Days

   

90+ Days

   

Total Loans

   

Loans

 

Commercial

                                       

Development

  $ 1,498     $ -     $ -     $ 1,498     $ -  

Commercial real estate

    53,202       -       -       53,202       -  

Commercial and industrial

    9,946       75       114       10,135       114  

Residential real estate and consumer

                                       
1-4 family owner-occupied     40,941       436       69       41,446       580  

1-4 family investor-owned

    33,209       205       244       33,658       549  

Multifamily

    31,677       -       -       31,677       -  

Consumer

    1,607       6       -       1,613       -  
Total   $ 172,080     $ 722     $ 427     $ 173,229     $ 1,243  

 

There were no loans past due ninety days or more and still accruing interest as of September 30, 2018 and December 31, 2017.

 

When, for economic or legal reasons related to the borrower’s financial difficulties, the Company grants a concession to the borrower that the Company would not otherwise consider, the modified loan is classified as a troubled debt restructuring. Loan modifications may consist of forgiveness of interest and/or principal, a reduction of the interest rate, interest-only payments for a period of time, and/or extending amortization terms. During the nine months ended and as of September 30, 2018, there was a 1-4 family investor-owned property totaling $250, a 1-4 family owner-occupied totaling $119  and a commercial business totaling $20 that were new troubled debt restructurings. $24 was charged to the allowance for losses related to these loans. No troubled debt restructurings defaulted within 12 months of their modification date during the nine months ended September 30, 2018 consisting of 1-4 family investor-owned properties. During the year ended December 31, 2017, the Company had two 1 – 4 family investor-owned properties totaling $331 default that were restructured within twelve months. $82 was charged to the allowance for loan losses relating to these properties.

 

Management regularly monitors impaired loan relationships. In the event facts and circumstances change, an additional provision for loan losses may be necessary.

 

 

 

Note 6 Deposits

 

The composition of deposits are as follows:

 

   

September 30,

   

December 31,

 
   

2018

   

2017

 
                 
Non-interest bearing checking   $ 18,278     $ 22,271  
Interest bearing checking     5,052       4,017  
Money market     55,968       54,472  
Statement savings accounts     14,622       14,030  
Health savings accounts     11,245       11,335  
Certificates of deposit     81,020       76,788  
                 
Total   $ 186,185     $ 182,913  

 

Certificates of deposit that meet or exceed the FDIC insurance limit two hundred fifty thousand dollars totaled $22,236 and $12,424 as of September 30, 2018 and December 31, 2017, respectively.

 

The scheduled maturities of certificates of deposit are as follows as of September 30, 2018:

 

2018     10,371  
2019     47,078  
2020     14,848  
2021     5,476  
2022     1,432  
2023     1,815  
         
Total   $ 81,020  

 

 

Note 7 FHLB Advances

 

FHLB advances consist of the following:

 

   

September 30, 2018

   

December 31, 2017

 
   

Rates

   

Amount

   

Rates

   

Amount

 

Fixed rate, fixed term advances

    1.42% - 2.70 %     11,750       1.42% - 1.92 %     4,750  

Fixed advances with floating spread

    1.32% - 1.91 %     8,000       1.39% - 1.96 %     8,000  
                                 

Total

          $ 19,750             $ 12,750  

 

 

The following is a summary of scheduled maturities of fixed term FHLB advances as of September 30, 2018:

 

   

Fixed Rate Advances

   

Adjustable Rate Advances

         
   

Weighted

Average Rate

   

Amount

   

Weighted

Average Rate

   

Amount

   

Total Amount

 
                                       
2018           -       1.32%       2,000     $ 2,000  
2019   2.21%       5,750       1.51%       2,000     $ 7,750  
2020   2.34%       6,000       1.66%       2,000     $ 8,000  
2021           -       1.91%       2,000     $ 2,000  
                                       
Total   2.28%     $ 11,750       1.60%     $ 8,000     $ 19,750  

 

Actual maturities may differ from the scheduled principal maturities due to call options on the various advances. The Company has a master contract agreement with the FHLB that provides for a borrowing up to the lesser of a determined multiple of FHLB stock owned or a determined percentage of the book value of the Company’s qualifying 1-4 family, multifamily, and commercial real estate loans. The Company pledged approximately $166,311 and $135,760 of 1-4 family, multifamily, and commercial real estate loans to secure FHLB advances at September 30, 2018 and December 31, 2017, respectively. FHLB provides both fixed and floating rate advances. Floating rates are tied to short-term market rates of interest, such as LIBOR, Federal funds or Treasury Bill rates. Fixed rate advances are priced in reference to market rates of interest at the time of the advance, namely the rates that FHLB pays to borrowers at various maturities. FHLB advances are subject to a prepayment penalty if they are repaid prior to maturity. FHLB advances are also secured by $739 and $514 of FHLB stock owned by the Company at September 30, 2018 and December 31, 2017, respectively.

 

At September 30, 2018 and December 31, 2017, the Company’s available and unused portion of this borrowing agreement was $2,000. Additionally, the Company has a fluctuating $5,000 letter of credit under this agreement, which collateralizes certain public deposits. In addition, the Company has a $7,000 federal funds line of credit through Bankers’ Bank of Wisconsin, which was not drawn on as of September 30, 2018 or December 31, 2017. The Company also has the authority to borrow through the Federal Reserve’s Discount Window.

 

 

Note 8 Employee Stock Ownership Plan

 

 

The Company maintains a leveraged employee stock ownership plan (“ESOP”) that covers substantially all employees. The ESOP was established in conjunction with the Company’s stock offering completed in October 2017 and operates on a plan year ending December 31. The loan to fund the acquisition of stock by the ESOP was made by the Company. The Bank makes annual contributions to the ESOP equal to the ESOP’s debt service. The ESOP shares initially were pledged as collateral for this debt. As the debt is repaid, shares are released from collateral and allocated to active participants, based on the proportion of debt service paid in the year. Because the debt is intercompany, it is eliminated in consolidation for presentation in these financial statements. The shares pledged as collateral are reported as unearned ESOP shares in the balance sheet. As shares are committed to be released from collateral and allocated to active participants, the Company reports compensation expense equal to the current market price of the shares and the shares will become outstanding for earnings-per-shares (EPS) computations. During the period ended September 30, 2018, 9,720 shares were committed to be released. During the period ended September 30, 2018, the average fair value per share of stock was $11.06 resulting in total ESOP compensation expense of $108 for the nine months ended September 30, 2018. The ESOP shares as of September 30, 2018 and December 31, 2017 were as follows:

 

   

September 30, 2018

   

December 31, 2017

 

Shares committed to be released and allocated to participants

    12,667       2,947  

Total unallocated shares

    246,543       256,263  

Total ESOP shares

    259,210       259,210  

 

 

 

Note 9 Regulatory Capital Ratios

 

The Bank is subject to various regulatory capital requirements administered by 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 assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.

 

Effective January 1, 2015, the Bank became subject to the regulatory capital reforms in accordance with Basel III, which established higher minimum risk-based capital ratio requirements, a new common equity Tier 1 risk-based capital ratio and a new capital conservation buffer ("CCB.") The regulations also included revisions to the definition of capital and changes in the risk-weighting of certain assets, in addition to redefining "well capitalized" as a 6.5% common equity Tier 1 risk-based capital ratio, an 8.0% Tier 1 risk-based capital ratio, a 10.0% total risk-based capital ratio and a 5.0% Tier 1 leverage ratio.

 

Additionally, the CCB, which is applicable to the above minimum risk-based capital requirement, was introduced.  The CCB will eventually be 2.5% and is being phased in over a five year period.  The current CCB is equal to 1.25% and increases 0.625% annually through 2019 to 2.5%. The Bank, in order to avoid limitations on capital distributions, including dividend payments, engaging in share repurchases and certain discretionary bonus payments to executive officers, must maintain the CCB at the appropriate level.

 

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of Common Equity Tier 1, Tier 1, and Total capital to risk-weighted assets and of Tier 1 capital to average assets. It is management's opinion, as of December 31, 2017 and as of September 30, 2018, that the Bank meets all applicable capital adequacy requirements.

 

 

As of September 30, 2018, and December 31, 2017, the Bank is categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank must maintain minimum regulatory capital ratios as set forth in the table. There are no conditions or events since September 30, 2018 that management believes have changed the Bank's category.

 

The Bank's actual capital amounts and ratios are presented in the following tables:

 

   

 

   

 

   

To Be Well Capitalized

 
    Actual    

For Capital Adequacy

Purposes

   

Under Prompt

Corrective Action

 
   

Amount

   

Ratio

   

Amount

   

Ratio

   

Amount

   

Ratio

 

September 30, 2018

                                               

Common Equity Tier 1 capital (to risk‑weighted assets)

  $ 48,477       23.33 %   $9,352     4.50 %   $13,508     6.50 %

Tier 1 capital (to risk‑weighted assets)

    48,477       23.33 %   12,469     6.00     16,625     8.00  

Total capital (to risk‑weighted assets)

    50,497       24.30 %   16,625     8.00     20,781     10.00  

Tier 1 capital (to average assets)

    48,477       17.96 %   10,799     4.00     13,499     5.00  
                                                 

December 31, 2017

                                               

Common Equity Tier 1 capital (to risk‑weighted assets)

  $ 47,513       26.82 %   $7,973     4.50 %   $11,517     6.50 %

Tier 1 capital (to risk‑weighted assets)

    47,513       26.82 %   10,631     6.00     14,174     8.00  

Total capital (to risk‑weighted assets)

    49,313       27.83 %   14,174     8.00     17,718     10.00  

Tier 1 capital (to average assets)

    47,513       17.20 %   11,051     4.00     13,813     5.00  

 

 

Note 10 Fair Value Measurements

 

Accounting standards describe three levels of inputs that may be used to measure fair value (the fair value hierarchy). The level of an asset or liability within the fair value hierarchy is based on the lowest level of input significant to the fair value measurement of that asset or liability.

 

Following is a brief description of each level of the fair value hierarchy:

 

Level 1 - Fair value measurement is based on quoted prices for identical assets or liabilities in active markets.

 

Level 2 - Fair value measurement is based on: (1) quoted prices for similar assets or liabilities in active markets; (2) quoted prices for identical or similar assets or liabilities in markets that are not active; or (3) valuation models and methodologies for which all significant assumptions are or can be corroborated by observable market data.

 

Level 3 - Fair value measurement is based on valuation models and methodologies that incorporate at least one significant assumption that cannot be corroborated by observable market data. Level 3 measurements reflect the Company’s estimates about assumptions market participants would use in measuring fair value of the asset or liability.

 

 

Some assets and liabilities, such as available for sale securities, are measured at fair value on a recurring basis under accounting principles generally accepted in the United States. Other assets and liabilities, such as impaired loans, may be measured at fair value on a nonrecurring basis.

 

Following is a description of the valuation methodology used for each asset measured at fair value on a recurring or nonrecurring basis, as well as the classification of the asset within the fair value hierarchy. 

 

Available for sale securities – Available for sale securities may be classified as Level 1 or Level 2 measurements within the fair value hierarchy. Level 1 securities include equity securities traded on a national exchange. The fair value measurement of a Level 1 security is based on the quoted price of the security. Level 2 securities include U.S. government and agency securities, obligations of states and political subdivisions, corporate debt securities, and mortgage-related securities. The fair value measurement of a Level 2 security is obtained from an independent pricing service and is based on recent sales of similar securities and other observable market data.

 

Information regarding the fair value of assets measured at fair value on a recurring basis as of September 30, 2018 and December 31, 2017 follows:

 

           

Recurring Fair Value Measurements Using

 
   

Assets Measured at

   

Quoted Prices in

Active Markets for

Identical Instruments

   

Significant Other

Observable Inputs

   

Significant

Unobservable Inputs

 
   

Fair Value

   

(Level 1)

   

(Level 2)

   

(Level 3)

 
                                 

As of September 30, 2018

                               
Assets - Available for sale securities:   $ 51,156     $ -     $ 51,156     $ -  
                                 

As of December 31, 2017

                               

Assets - Available for sale securities:

  $ 58,012     $ -     $ 58,012     $ -  

 

Loans - Loans are not measured at fair value on a recurring basis. However, loans considered to be impaired may be measured at fair value on a nonrecurring basis. The fair value measurement of an impaired loan that is collateral dependent is based on the fair value of the underlying collateral. All other impaired loan measurements are based on the present value of expected future cash flows discounted at the applicable effective interest rate and, thus, are not fair value measurements. Fair value measurements of underlying collateral that utilize observable market data, such as independent appraisals reflecting recent comparable sales are considered Level 2 measurements. Other fair value measurements that incorporate estimated assumptions market participants would use to measure fair value are considered Level 3 measurements.

 

Foreclosed Assets – Real estate acquired through or in lieu of loan foreclosure are not measured at fair value on a recurring basis. However, foreclosed assets are initially measured at fair value (less estimated costs to sell) when they are acquired and may also be measured at fair value (less estimated costs to sell) if they become subsequently impaired. The fair value measurement for each asset may be obtained from an independent appraiser or prepared internally. Fair value measurements obtained from independent appraisers generally utilize a market approach based on sales of comparable assets and/or an income approach. Such measurements are usually considered Level 2 measurements. However, management routinely evaluates fair value measurements of independent appraisers by comparing actual selling prices to the most recent appraisals. If management determines significant adjustments should be made to the independent appraisals based on these evaluations, these measurements are considered Level 3 measurements. Fair value measurements prepared internally are based on management’s comparisons to sales of comparable assets, but include significant unobservable data and are therefore considered Level 3 measurements.

 

 

Information regarding the fair value of assets measured at fair value on a nonrecurring basis as of September 30, 2018 and December 31, 2017 follows:

 

           

Nonrecurring Fair Value Measurements Using

 
   

Assets Measured at

   

Quoted Prices in

Active Markets for

Identical Instruments

   

Significant Other

Observable Inputs

   

Significant Unobservable Inputs

 
   

Fair Value

   

(Level 1)

   

(Level 2)

   

(Level 3)

 
                                 

As of September 30, 2018

                               

Assets:

                               

Foreclosed assets

    -       -       -       -  
Impaired loans     -       -       -       -  

As of December 31, 2017

                               

Assets:

                               

Foreclosed assets

    619       -       -       619  
Impaired loans     151       -       -       151  

 

The Company estimates fair value of all financial instruments regardless of whether such instruments are measured at fair value. The following methods and assumptions were used by the Company to estimate fair value of financial instruments not previously discussed.

 

Cash and cash equivalents - Fair value approximates the carrying value.

 

Loans held for sale - Fair value is based on commitments on hand from investors or prevailing market prices.

 

Loans - Fair value of variable rate loans that reprice frequently is based on carrying values. Fair value of other loans is estimated by discounting future cash flows using current rates at which similar loans would be made to borrowers with similar credit ratings. Fair value of impaired and other nonperforming loans is estimated using discounted expected future cash flows or the fair value of underlying collateral, if applicable.

 

FHLB stock - Fair value is the redeemable (carrying) value based on the redemption provisions of the Federal Home Loan Bank.

 

Accrued interest receivable and payable - Fair value approximates the carrying value.

 

Cash value of life insurance - Fair value is based on reported values of the assets.

 

Deposits and advance payments by borrowers for taxes and insurance - Fair value of deposits with no stated maturity, such as demand deposits, savings, and money market accounts, including advance payments by borrowers for taxes and insurance, by definition, is the amount payable on demand on the reporting date. Fair value of fixed rate time deposits is estimated using discounted cash flows applying interest rates currently being offered on similar time deposits.

 

FHLB advances - Fair value of fixed rate, fixed term borrowings is estimated by discounting future cash flows using the current rates at which similar borrowings would be made. Fair value of borrowings with variable rates or maturing within 90 days approximates the carrying value of these borrowings.

 

Off-balance-sheet instruments - Fair value is based on quoted market prices of similar financial instruments where available. If a quoted market price is not available, fair value is based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreement and the counterparty’s credit standing. Since the estimated fair value of off-balance-sheet instruments is not material, no amounts are presented in the following schedule.

 

 

The carrying value and estimated fair value of financial instruments at September 30, 2018 and December 31, 2017 follow:

 

   

September 30, 2018

 
   

Carrying Value

   

Level 1

   

Level 2

   

Level 3

 

Financial assets:

                               

Cash and cash equivalents

    3,981       3,981       -       -  

Available for sale securities

    51,156       -       51,156       -  

Loans held for sale

    200       -       200       -  
Loans     197,673       -       -       197,412  

Accrued interest receivable

    887       887       -       -  

Cash value of life insurance

    6,957       -       -       6,957  

FHLB stock

    739       -       -       739  
                                 

Financial liabilities:

                               
Deposits     186,185       105,165       -       80,678  

Advance payments by borrowers for taxes and insurance

    1,179       1,179       -       -  
FHLB advances     19,750       -       -       19,498  

Accrued interest payable

    541       541       -       -  
                                 
   

December 31, 2017

 
   

Carrying Value

   

Level 1

   

Level 2

   

Level 3

 

Financial assets:

                               

Cash and cash equivalents

    11,813       11,813       -       -  

Available for sale securities

    58,012       -       58,012       -  

Loans held for sale

    109       -       109       -  

Loans

    171,355       -       -       171,729  

Accrued interest receivable

    782       782       -       -  

Cash value of life insurance

    6,558       -       -       6,558  

FHLB stock

    514       -       -       514  
                                 

Financial liabilities:

                               

Deposits

    182,913       106,125       -       76,099  

Advance payments by borrowers for taxes and insurance

    36       36       -       -  

FHLB advances

    12,750       -       -       12,597  

Accrued interest payable

    37       37       -       -  

 

Limitations – The fair value of a financial instrument is the current amount that would be exchanged between market participants, other than in a forced liquidation. Fair value is best determined based on quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value of other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. Consequently, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

 

 

 

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 nine months ended September 30, 2018 and 2017 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the unaudited financial statements and the notes thereto, appearing on Part I, Item 1 of this quarterly report on Form 10-Q.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

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

 

 

statements of our goals, intentions and expectations;

 

 

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

 

 

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

 

 

estimates of our risks and future costs and benefits.

 

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

 

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

 

 

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

 

 

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

 

 

our ability to access cost-effective funding;

 

 

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

 

 

demand for loans and deposits in our market area;

 

 

our ability to implement and change our business strategies;

 

 

competition among depository and other financial institutions;

 

 

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

 

 

adverse changes in the securities or secondary mortgage markets;

 

 

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements, including as a result of Basel III;

 

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

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

 

 

changes in consumer spending, borrowing and savings habits;

 

 

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

 

 

our ability to retain key employees;

 

 

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

 

 

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

 

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

 

Critical Accounting Policies

 

There are no material changes to the critical accounting policies disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2017.

 

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

 

Total Assets. Total assets increased $11.9 million, or 4.6%, to $268.3 million at September 30, 2018 from $256.5 million at December 31, 2017. The increase resulted primarily due to the increase in loans outstanding of $26.3 million funded primarily by borrowings, offset by a decrease in fed funds sold of $8.0 million and available for sale securities of $6.9 million. 

 

Cash and due from banks. Cash and due from banks increased $123,000, or 3.7%, to $3.4 million at September 30, 2018 from $3.3 million at December 31, 2017. The increase resulted primarily from decrease in fed funds sold.

 

Fed funds sold. Fed funds sold decreased $8.0 million, or 93.3%, to $573,000 at September 30, 2018 from $8.5 million at December 31, 2017. The decrease resulted primarily from deploying the funds for increased loan growth.

 

 

Net Loans.  Net loans increased $26.3 million, or 15.4%, to $197.7 million at September 30, 2018 from $171.4 million at December 31, 2017. The increase resulted primarily from increases in commercial real estate loans of $8.2 million, or 15.4%, commercial development loans of $7.3 million, or 490.5%, and multifamily of $6.2 million, or 19.6%.

 

During the nine months ended September 30, 2018, we sold $7.5 million of one- to- four family, owner-occupied residential real estate loans, on a servicing-released basis. Subject to market and economic conditions, management intends to continue this sales activity in future periods to generate gain on sale of loans income and manage interest rate risk.

 

Available for sale securities. Available for sale securities decreased $6.9 million, or 11.8%, to $51.1 million at September 30, 2018 from $58.0 million at December 31, 2017. This was a result of sales of $7.6 million, and maturities, normal paydowns and amortization of $5.9 million, offset by purchases of $7.9 million.

 

FHLB stock. FHLB stock increased $225,000, or 43.8%, to $739,000 at September 30, 2018 from $514,000 at December 31, 2017.

 

Deposits.  Deposits increased $3.3 million, or 1.8%, to $186.2 million at September 30, 2018 from $182.9 million at December 31, 2017. Noninterest-bearing checking accounts decreased $4.0 million, or 17.9%, to $18.3 million as of September 30, 2018 compared to $22.3 million as of December 31, 2017. Interest-bearing checking accounts increased $1.1 million, or 25.8%, to $5.1 million at September 30, 2018 from $4.0 million at December 31, 2017. Additionally, money market accounts increased $1.5 million to $56.0 million at September 30, 2018, compared to $54.5 million at December 31, 2017, and savings accounts decreased $592,000 to $14.6 million at September 30, 2018, compared to $14.0 million at December 31, 2017. Certificates of deposit increased $4.2 million, or 5.5% to $81.0 million as of September 30, 2018 from $76.8 million as of December 31, 2017. Health savings accounts decreased $90,000 to $11.2 million at September 30, 2018 from $11.3 million as of December 31, 2017.

 

Borrowings. Borrowings, consisting entirely of FHLB advances, increased $7.0 million, or 54.9% to $19.8 million at September 30, 2018 from $12.8 million December 31, 2017. The aggregate cost of outstanding FHLB advances was 1.98% at September 30, 2018, compared to the cost of deposits of 0.96% at that date. The increase was due to loan fundings.

 

Other liabilities. Other liabilities decreased $71,000, or 5.7%, to $1.2 million at September 30, 2018 from $1.3 million at December 31, 2017.

 

Total Equity.  Total equity increased $20,000, or 0.0%, to $59.5 million at September 30, 2018 from $59.5 million at December 31, 2017. The increase resulted from net income of $825,000 and allocation of ESOP shares of $108,000, offset by the net unrealized loss in available for sale securities of $913,000 for the period.

 

Nonperforming Loans, Potential Problem Loans and Foreclosed Properties. We practice early identification of non-accrual and problem loans in order to minimize the Company’s risk of loss. Non-performing loans are defined as non-accrual loans and restructured loans that were 90 days or more past due at the time of their restructure, or when management determines that such classification is warranted. The accrual of interest income is generally discontinued when contractual payments have become 90 days past due or when management has serious doubts about further collectability of principal or interest. Cash receipts on non-accrual loans are used to reduce principal rather than being recorded as interest income. A TDR typically involves the granting of some concession to the borrower involving a loan modification, such as modifying the payment schedule or making interest changes. TDR loans may involve loans that have had a charge-off taken against the loan to reduce the carrying amount of the loan to fair market value as determined pursuant to ASC 310-10.

 

 

The following table identifies the various components of non-performing assets and other balance sheet information as of the dates indicated below and changes in the ALLL for the periods then ended:

 

   

September 30, 2018 and

Nine Months

Then Ended

   

December 31, 2017 and

Twelve Months

Then Ended

   

December 31, 2016 and

Twelve Months

Then Ended

 
   

(in thousands)

 

Nonperforming assets:

                       
Nonaccrual loans   $ 967     $ 1,243     $ 2,899  

Accruing loans past due 90 days or more

    -       -       -  
Total nonperforming loans ("NPLs")     967       1,243       2,899  

Foreclosed assets

    -       619       667  
Total nonperforming assets ("NPAs")   $ 967     $ 1,862     $ 3,566  

Troubled Debt Restructurings ("TDRs")

  $ 1,060     $ 1,630     $ 5,167  
Nonaccrual TDRs   $ 945     $ 969     $ 2,887  
Average outstanding loan balance   $ 186,333     $ 170,577     $ 172,892  
Loans, end of period   $ 199,756     $ 173,229     $ 168,540  

ALLL, at beginning of period

  $ 1,800     $ 1,478     $ 1,551  

Loans charged off:

                       
Commercial     (24 )     -       -  
Residential real estate and consumer     (172 )     (133 )     (917 )

Total loans charged off

    (196 )     (133 )     (917 )

Recoveries of loans previously charged off:

                       

Commercial

    -       -       -  
Residential real estate and consumer     1       36       -  
Total recoveries of loans previous charged off     1       36       -  
Net loans charged off ("NCOs'")     (195 )     (97 )     (917 )
Additions to ALLL via provision for loan losses charged to operations     415       419       844  
ALLL, at end of period   $ 2,020     $ 1,800     $ 1,478  

Ratios:

                       
ALLL to NCOs (annualized)     776.92 %     1855.67 %     161.18 %
NCOs (annualized) to average loans     0.14 %     0.06 %     0.53 %
ALLL to total loans     1.01 %     1.04 %     0.88 %
NPL to total loans     0.48 %     0.72 %     1.72 %

NPAs to total assets

    0.36 %     0.73 %     1.48 %
Total Assets   $ 268,349     $ 256,481     $ 241,555  

 

Loans 30 to 89 days past due increased $96,000 to $818,000 at September 30, 2018 compared to $722,000 at December 31, 2017. We believe our credit and underwriting policies continue to support more effective lending decisions by the Company, which increases the likelihood of maintain loan quality going forward. Moreover, we believe the favorable trends regarding our nonperforming loans and nonperforming assets reflect our continued adherence to improved underwriting criteria and practices along with improvements in macroeconomic factors in our credit markets. We believe our current ALLL is adequate to cover probable losses in our current loan portfolio.

 

Non-performing loans of $967,000 at September 30, 2018, which included $945,000 of nonaccrual troubled debt restructured loans, reflected a decrease of $276,000 from the non-performing loans balance of $1.2 million at December 31, 2017. The decrease in non-performing loans included charge offs of $196,000. $172,000 of these charge-offs were secured by 1-4 family loans and $24,000 by commercial assets.

 

 

Our non-performing assets were $967,000 at September 30, 2018, or 0.36% of total assets, compared to $1.9 million, or 0.73% of total assets, at December 31, 2017. The decrease in non-performing assets since December 31, 2017 was primarily a result of a decrease in nonaccrual loans of $276,000 and foreclosed assets of $619,000. The decrease in nonaccrual loans included charge offs of $196,000.

 

Foreclosed assets decreased $619,000, from $619,000 at December 31, 2017 to $0 at September 30, 2018. We continue to aggressively liquidate foreclosed assets as part of our overall credit risk strategy.

 

Net charge-offs for the nine month period ended September 30, 2018 were $195,000, compared to $61,000 for the nine month period ended September 30, 2017. The ratio of annualized net charge-offs to average loans receivable was 0.14% for the nine month period ended September 30, 2018, compared to 0.06% for the twelve months ended December 31, 2017. Net charge-offs increased during the current year to date period primarily a result of selling nonperforming assets.

 

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

 

General.  We had net income of $349,000 for the three months ended September 30, 2018, compared to net income of $39,000 for the three months ended September 30, 2017, an increase of $310,000, or 794.9%. The increase in net income was the net effect of an increase in net interest income of $293,000, or 15.9%, an increase of $18,000, or 7.8%, in noninterest income, and a decrease in noninterest expense of $183,000, or 9.2%, offset partially by an increase in the provision for loan losses of $48,000, or 76.2%, and an increase in provision for income taxes of $136,000.

 

Interest and dividend income. Interest and dividend income increased $485,000, or 21.5%, to $2.7 million for the three months ended September 30, 2018 from $2.3 million for the three months ended September 30, 2017. The increase was primarily attributable to a $414,000 increase in interest on loans resulting from an increase of $25.3 million in the average balance of loans quarter to quarter with a 25 basis point increase in yield quarter to quarter. Additionally, we had a $71,000 increase in interest on available for sale securities, due to an increase in the average balance of available for sale securities of $8.4 million quarter to quarter with a yield increase of 17 basis points quarter to quarter.

 

 Interest Expense. Interest expense increased $192,000, or 46.3%, to $607,000 for the three months ended September 30, 2018, from $415,000 for the three months ended September 30, 2017. Interest expense on borrowings, consisting entirely of FHLB advances, increased $91,000, or 140.0%, to $156,000 during the three months ended September 30, 2018 from $65,000 during the three months ended September 30, 2017, as the average balance of borrowings increased $11.4 million to $29.3 million for the three months ended September 30, 2018 from $17.9 million for the three months ended September 30, 2017, the cost of borrowings increased 68 basis points to 2.13% for the three months ended September 30, 2018 from 1.45% for the three months ended September 30, 2017.  Interest expense on interest-bearing deposits increased $101,000 quarter to quarter. The average cost of our interest-bearing deposits increased 27 basis points to 1.13% from 0.85%, while the average balance of interest-bearing deposits decreased by $3.5 million, or 2.1%, during the same period.

 

Net Interest Income.  Net interest income increased $293,000, or 15.9%, to $2.1 million for the three months ended September 30, 2018 from $1.8 million for the three months ended September 30, 2017. Average net interest-earning assets increased $22.4 million to $64.9 million for the 2018 quarter from $42.5 million for the 2017 quarter. The increase was due primarily to the increases in loans as well as equity resulting from the stock offering which was consummated in October 2017. Our net interest rate spread decreased to 3.02% for the three months ended September 30, 2018 from 3.11% for the three months ended September 30, 2017, and our net interest margin increased to 3.35% for the 2018 quarter from 3.28% for the 2017 quarter.

 

 

Provision for Loan Losses.  We recorded a provision for loan losses of $111,000 for the three months ended September 30, 2018, compared to a $63,000 provision for the three months ended September 30, 2017, an increase of $48,000, or 76.2%. The increase in the provision for loan losses in the 2018 quarter compared to the 2017 quarter was a result of loan growth in the current quarter. The allowance for loan losses was $2.0 million, or 1.01% of total loans, at September 30, 2018, compared to $1.6 million, or 0.88% of total loans, at September 30, 2017. Classified (substandard, doubtful and loss) commercial loans increased to $364,000 at September 30, 2018 from $352,000 at September 30, 2017. Total nonperforming loans decreased to $967,000 at September 30, 2018 from $1.2 million at September 30, 2017. Net recoveries for the three months ended September 30, 2018 were $1,000, consistent with $1,000 for the prior year period. At September 30, 2018, $848,000, or 87.7%, of the nonperforming loans were contractually current.

 

Noninterest IncomeNoninterest income increased $18,000, or 7.8%, to $250,000 for the three months ended September 30, 2018 from $232,000 for the three months ended September 30, 2017. The increase resulted primarily from the increase in service charges and fees of $20,000 and  net gain on sales of securities of $13,000, offset by a decrease in net gain on sale of loans of $14,000.

 

Noninterest Expense.  Noninterest expense decreased $183,000, or 9.2%, to $1.8 million for the three months ended September 30, 2018 from $2.0 million for the three months ended September 30, 2017. The decrease was due to the decrease in other noninterest expense of $322,000, which for the 2017 quarter consisted of $290,000 for the donation of our downtown office to a local community group, and $32,000 for FDIC insurance expense offset by increase in salaries and employee benefits of $99,000 and data processing of $48,000.

 

Income Tax Expense.  We recorded an income tax expense of $111,000 for the three months ended September 30, 2018 compared to an income tax credit of $25,000 for the three months ended September 30, 2017, an increase of $136,000. The increase reflected an increase of $446,000 in income before income taxes to $460,000 for the 2018 quarter compared to $14,000 for the 2017 quarter.

 

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Act”). The Act amends the Internal Revenue Code to reduce corporate tax rates and modify various tax policies, credits, and deductions. The Act reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate, which is effective for the Company beginning January 1, 2018.

 

Comparison of Operating Results for the Nine Months Ended September 30, 2018 and September 30, 2017

 

General.  We had net income of $825,000 for the nine months ended September 30, 2018, compared to net income of $231,000 for the nine months ended September 30, 2017, an increase of $594,000, or 257.1%. The increase in net income was the net effect of an increase in net interest income of $956,000, or 17.8%, an increase of $34,000, or 5.4%, in noninterest income, and a decrease in noninterest expense of $103,000, or 1.8%, offset partially by an increase in the provision for loan losses of $249,000, or 150.0%.

 

Interest and dividend income. Interest and dividend income increased $1.2 million, or 18.9%, to $7.8 million for the nine months ended September 30, 2018 from $6.6 million for the nine months ended September 30, 2017. The increase was primarily attributable to a $965,000 increase in interest on loans resulting from an increase of $17.3 million in the average balance of loans quarter to quarter with a 27 basis point increase in yield period to period. Two loans previously on nonaccrual status paid off during the quarter ended June 30, 2018, allowing for more than $136,000 in interest income to be recognized, which accounts for 10 basis points. Additionally, we had a $225,000 increase in interest on available for sale securities, due to an increase in the average balance of available for sale securities of $10.5 million period to period with a yield increase of 18 basis points period to period.

 

 Interest Expense. Interest expense increased $283,000, or 24.0%, to $1.5 million for the nine months ended September 30, 2018, from $1.2 million for the nine months ended September 30, 2017. Interest expense on borrowings, consisting entirely of FHLB advances, increased $142,000, or 77.6%, to $325,000 during the nine months ended September 30, 2018 from $183,000 during the nine months ended September 30, 2017, as the average balance of borrowings increased $3.1 million to $21.8 million for the nine months ended September 30, 2018 from $18.7 million for the nine months ended September 30, 2017, and the cost of borrowings increased 67 basis points to 1.98% for the nine months ended September 30, 2018 from 1.31% for the nine months ended September 30, 2017.  Interest expense on interest-bearing deposits increased $141,000 period to period. The average cost of our interest-bearing deposits increased 15 basis points to 0.96% from 0.81%, while the average balance of interest-bearing deposits decreased by $5.3 million, or 3.2%, during the same period.

 

 

Net Interest Income.  Net interest income increased $956,000, or 17.8%, to $6.3 million for the nine months ended September 30, 2018 from $5.4 million for the nine months ended September 30, 2017. Average net interest-earning assets increased $30.2 million to $65.9 million for the 2018 period from $35.6 million for the 2017 period. The increase was due primarily to the increase in loans and available for sale securities as well as equity. Our net interest rate spread decreased to 3.13% for the nine months ended September 30, 2018 from 3.14% for the nine months ended September 30, 2017, and our net interest margin increased to 3.42% for the 2018 period from 3.28% for the 2017 period.

 

Provision for Loan Losses.  We recorded a provision for loan losses of $415,000 for the nine months ended September 30, 2018, compared to a $166,000 provision for the nine months ended September 30, 2017, an increase of $249,000, or 150.0%. The increase in the provision for loan losses in the 2018 period compared to the 2017 period was a result of charge-offs and loan growth in the current period. The allowance for loan losses was $2.0 million, or 1.01% of total loans, at September 30, 2018, compared to $1.6 million, or 0.88% of total loans, at September 30, 2017. Classified (substandard, doubtful and loss) commercial loans increased to $364,000 at September 30, 2018 from $352,000 at September 30, 2017. Total nonperforming loans decreased to $967,000 at September 30, 2018 from $1.2 million at September 30, 2017. Net recoveries for the three months ended September 30, 2018 were $1,000, compared to $1,000 for the prior year period. At September 30, 2018, $848,000, or 87.7%, of the nonperforming loans were contractually current.

 

Noninterest IncomeNoninterest income increased $34,000, or 5.4%, to $661,000 for the nine months ended September 30, 2018 from $627,000 for the nine months ended September 30, 2017. The increase resulted primarily from the increase in service charges and fees of $81,000 and other income of $30,000 consisting primarily from the rental income from our Brookfield branch office, offset by a decrease in net gain on sale of loans of $72,000 and decrease of $5,000 in the increase in cash surrender value of insurance. 

 

Noninterest Expense.  Noninterest expense decreased $103,000, or 1.8%, to $5.5 million for the nine months ended September 30, 2018 from $5.6 million for the nine months ended September 30, 2017. The decrease was due to the decrease in other noninterest expense of $379,000, which, for the 2017 period, resulted primarily is the donation of the downtown office to a local community group of $290,000 and a reduction in FDIC insurance expense of $111,000, and a decrease in occupancy and equipment of $68,000, offset by increase in salaries and employee benefits of $245,000, data processing of $96,000, and foreclosed assets expense of $14,000, primarily due to the sale of other real estate owned.

 

Income Tax Expense.  We recorded an income tax expense of $248,000 for the nine months ended September 30, 2018 compared to an income tax credit of $2,000 for the nine months ended September 30, 2017, an increase of $250,000. The increase reflected an increase of $844,000 in income before income taxes to $1.1 million for the 2018 period compared to $229,000 for the 2017 period.

 

On December 22, 2017, the President of the United States signed into law the Tax Cuts and Jobs Act (the “Act”). The Act amends the Internal Revenue Code to reduce corporate tax rates and modify various tax policies, credits, and deductions. The Act reduces the corporate federal tax rate from a maximum of 35% to a flat 21% rate, which is effective for the Company beginning January 1, 2018.

 

 

Analysis of Net Interest Income

 

Net interest income represents the difference between the income we earn on interest-earning assets and the interest expense we pay on interest-bearing liabilities. Net interest income also depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them. The following tables set forth average balance sheets, average yields and costs, and certain other information for the periods indicated. Average balances are derived from daily average balances for all periods presented in the table. Non-accrual loans were included in the computation of average balances but have been reflected in the tables as loans carrying a zero yield. No tax-equivalent yield adjustments were made, as the effect thereof was not material. The yields set forth below include the effect of loans fees, discounts and premiums that are amortized or accreted to interest income.

 

   

For the Three Months Ended September 30,

 
   

2018

   

2017

 
   

Average Outstanding Balance

   

Interest

   

Yield/ Rate

   

Average Outstanding Balance

   

Interest

   

Yield/ Rate

 
   

(in thousands)

           

(in thousands)

         

Interest-earning assets:

                                               
Loans   $ 198,913     $ 2,394       4.81 %   $ 173,630     $ 1,980       4.56 %
Available for sale securities     53,409       327       2.45 %     44,974       256       2.28 %
Interest-bearing deposits     1,378       9       2.61 %     5,002       13       1.04 %
FHLB stock     945       8       3.39 %     603       4       2.65 %
Total interest-earning assets     254,645       2,738       4.30 %     224,209       2,253       4.02 %
Noninterest-earning assets     16,970                       19,634                  
Allowance for loan losses     (1,969 )                     (1,547 )                
Total assets   $ 269,646                     $ 242,296                  
                                                 

Interest-bearing liabilities:

                                               
Demand accounts   $ 5,019       4       0.32 %   $ 2,524       2       0.32 %
Money market accounts     52,519       99       0.75 %     56,639       88       0.62 %
Savings accounts     15,246       8       0.21 %     16,864       19       0.45 %
Health savings accounts     11,390       9       0.32 %     11,403       7       0.25 %
Certificates of deposit     76,178       331       1.74 %     76,387       234       1.23 %
Total interest-bearing deposits     160,352       451       1.13 %     163,817       350       0.85 %
Borrowings     29,350       156       2.13 %     17,920       65       1.45 %
Total interest-bearing liabilities     189,702       607       1.28 %     181,737       415       0.91 %
Noninterest-bearing deposits     19,009                       24,587                  
Other non-interest bearing liabilities     1,525                       1,493                  
Total liabilities     210,236                       207,817                  
Equity     59,410                       34,479                  
Total liabilities and equity   $ 269,646                     $ 242,296                  
                                                 
Net interest income             2,131                       1,838          
Net interest rate spread                     3.02 %                     3.11 %
Net interest-earning assets     64,943                       42,472                  
Net interest margin                     3.35 %                     3.28 %
Average of interest-earning assets to interest-bearing liabilities     134 %                     123 %                

 

 

   

For the Nine Months Ended September 30,

 
   

2018

   

2017

 
   

Average Outstanding Balance

   

Interest

   

Yield/ Rate

   

Average Outstanding Balance

   

Interest

   

Yield/ Rate

 
   

(in thousands)

           

(in thousands)

         

Interest-earning assets:

                                               
Loans   $ 186,333     $ 6,701       4.79 %   $ 169,063     $ 5,736       4.52 %
Available for sale securities     56,765       1,043       2.45 %     46,307       788       2.27 %
Interest-bearing deposits     2,789       23       1.10 %     2,363       18       1.02 %
FHLB stock     759       25       4.39 %     756       11       1.94 %
Total interest-earning assets     246,646       7,792       4.21 %     218,489       6,553       4.00 %
Noninterest-earning assets     16,683                       21,241                  
Allowance for loan losses     (1,881 )                     (1,517 )                
Total assets   $ 261,448                     $ 238,213                  
                                                 

Interest-bearing liabilities:

                                               
Demand accounts   $ 4,679       12       0.34 %   $ 3,115       13       0.56 %
Money market accounts     52,905       284       0.72 %     54,603       199       0.49 %
Savings accounts     15,350       22       0.19 %     16,784       28       0.22 %
Health savings accounts     11,522       22       0.25 %     11,526       21       0.24 %
Certificates of deposit     74,493       799       1.43 %     78,186       737       1.26 %
Total interest-bearing deposits     158,949       1,139       0.96 %     164,214       998       0.81 %
Borrowings     21,844       325       1.98 %     18,654       183       1.31 %
Total interest-bearing liabilities     180,793       1,464       1.08 %     182,868       1,181       0.86 %
Noninterest-bearing deposits     20,024                       19,689                  
Other non-interest bearing liabilities     1,406                       1,289                  
Total liabilities     202,223                       203,846                  
Equity     59,225                       34,367                  
Total liabilities and equity   $ 261,448                     $ 238,213                  
                                                 
Net interest income             6,328                       5,372          
Net interest rate spread                     3.13 %                     3.14 %
Net interest-earning assets     65,853                       35,621                  
Net interest margin                     3.42 %                     3.28 %
Average of interest-earning assets to interest-bearing liabilities     136 %                     119 %                

 

 

Rate/Volume Analysis. The following table presents the dollar amount of changes in interest income and interest expense for the components of interest earning assets and interest-bearing liabilities that are presented in the preceding table. For each category of interest earning assets and interest-bearing liabilities, information is provided on changes attributable to: (1) changes in volume, which are changes in the average outstanding balances multiplied by the prior period rate (i.e. holding the initial rate constant); and (2) changes in rate, which are changes in average interest rates multiplied by the prior period volume (i.e. holding the initial balance constant). Changes due to both rate and volume which cannot be segregated have been allocated in proportion to the relationship of the dollar amounts of the change in each category.

 

Three Months Ended September 30,

 
   

2018 vs. 2017

                 
   

Increase (Decrease) Due to

   

Total Increase

(Decrease)

 
   

Volume

   

Rate

         
   

(In thousands)

 
                         

Interest-earning assets:

                       
Loans   $ 288     $ 126     $ 414  
Available for sale securities     48       23       71  
Interest-bearing deposits     (9 )     5       (4 )
FHLB Stock     -       14       14  
Total interest-earning assets   $ 327     $ 168     $ 495  
                         

Interest-bearing liabilities:

                       
Demand accounts   $ 2     $ -     $ 2  
Money market accounts     (6 )     17       11  
Savings accounts     (2 )     (9 )     (11 )
Health savings accounts     -       2       2  
Certificates of deposit     (1 )     98       97  
Total deposits   $ (7 )   $ 108     $ 101  
                         
Borrowings     41       50       91  
                         
Total interest-bearing liabilities     34       158       192  
                         
Change in net interest income   $ 293     $ 10     $ 303  

 

 

Nine Months Ended September 30,

 
   

2018 vs. 2017

                 
   

Increase (Decrease) Due to

   

Total Increase

(Decrease)

 
   

Volume

   

Rate

         
   

(In thousands)

 
                         

Interest-earning assets:

                       
Loans   $ 586     $ 379     $ 965  
Available for sale securities     178       77       255  
Interest-bearing deposits     3       2       5  
FHLB Stock     -       14       14  
Total interest-earning assets   $ 767     $ 472     $ 1,239  
                         

Interest-bearing liabilities:

                       
Demand accounts   $ 7       (8 )   $ (1 )
Money market accounts     (6 )     91       85  
Savings accounts     (2 )     (4 )     (6 )
Health savings accounts     -       1       1  
Certificates of deposit     (35 )     97       62  
Total deposits   $ (36 )   $ 177     $ 141  
                         
Borrowings     31       111       142  
                         
Total interest-bearing liabilities     (5 )     288       283  
                         
Change in net interest income   $ 772     $ 184     $ 956  

 

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 securities, proceeds from the sale of loans, and proceeds from maturities of securities. We also have the ability to borrow from the FHLB-Chicago. At September 30, 2018, we had $19.8 million outstanding in advances from the FHLB-Chicago. At September 30, 2018, due to the FHLB-Chicago’s repurchase of its stock, we had no available additional FHLB-Chicago advances.

 

Additionally, at September 30, 2018 we had a $7.0 million federal funds rate line of credit with the Bankers’ Bank of Wisconsin, of which zero was drawn at September 30, 2018.

 

While maturities and scheduled amortization of loans and securities 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 cash equivalents and available for sale investment securities. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period. 

 

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 current strategy to change our mix of deposits to become less reliant on certificates of deposit, we anticipate that we will continue to allow a significant portion of higher-costing certificates of deposit to run off at maturity. We also anticipate continued use of FHLB-Chicago advances as well as continuing to utilize non-core funding sources, such as the Certificate of Depository Registry Service (CDARS), as needed, to fund future loan growth and our operations. 

 

 

At September 30, 2018, we exceeded all of our regulatory capital requirements with a Tier 1 leverage capital of $48.5 million, or 18.0% of adjusted total assets, which is above the well-capitalized required level of $13.5 million, or 5.0%; and total risk-based capital of $50.5 million, or 24.3% of risk-weighted assets, which is above the well-capitalized required level of $20.8 million, or 10.0%. Management is not aware of any conditions or events since the most recent notification that would change our category.

 

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

 

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

 

Item 4.

Controls and Procedures

 

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of September 30, 2018. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Registrant’s disclosure controls and procedures were effective.

 

During the quarter ended September 30, 2018, there have been no changes in the Company’s internal controls over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Part II – Other Information

 

Item 1.

Legal Proceedings

 

We are 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 our financial condition or results of operations.

 

Item 1A.

Risk Factors

 

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

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

 

 

(a)

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

 

 

(b)

Not applicable.

 

 

(c)

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

 

Item 3.

Defaults Upon Senior Securities

 

None.

 

Item 4.

Mine Safety Disclosures

 

Not applicable.

 

Item 5.

Other Information

 

None.

 

 

Item 6.

Exhibits

 

 

3.1

Charter of FFBW, Inc. (1)

 

 

3.2

Bylaws of FFBW, Inc. (2)

 

 

31.1

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

 

 

31.2

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

 

 

32

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

 

 

101.0

The following materials for the quarter ended September 30, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) Balance Sheets, (ii) Statements of Income, (iii) Statements of Comprehensive Income, (iv) Statements of Cash Flows, and (v) Notes to Financial Statements

_________________________________________

 

 

(1)

Incorporated by reference to Exhibit 3.1 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-218736).

 

(2)

Incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1, as amended (Commission File No. 333-218736).

 

 

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.

 

   

FFBW, INC.

     
     

Date:  November 8, 2018

 

/s/ Edward H. Schaefer

   

Edward H. Schaefer

   

President and Chief Executive Officer

     
     

Date:  November 8, 2018

 

/s/ Nikola B. Schaumberg

   

Nikola B. Schaumberg

   

Chief Financial Officer

 

39