Eagle Financial Bancorp, Inc. - FORM 10-Q

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EX-32.2 - EXHIBIT 32.2 - Eagle Financial Bancorp, Inc.	tv506042_ex32-2.htm
EX-32.1 - EXHIBIT 32.1 - Eagle Financial Bancorp, Inc.	tv506042_ex32-1.htm
EX-31.2 - EXHIBIT 31.2 - Eagle Financial Bancorp, Inc.	tv506042_ex31-2.htm
EX-31.1 - EXHIBIT 31.1 - Eagle Financial Bancorp, Inc.	tv506042_ex31-1.htm

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D. C. 20549

FORM 10-Q

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

For the quarterly period ended September 30, 2018

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

For the transition period from _______________ to _______________

Commission File No. 001-38162

Eagle Financial Bancorp, Inc.

(Exact name of registrant as specified in its charter)

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

6415 Bridgetown Road, Cincinnati, OH 45248

(Address of principal executive office)

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

N/A

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

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

Yes x No ¨

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files).

Yes x No ¨

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

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	x
Smaller reporting company	x
Emerging growth company	x

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

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

Yes ¨ No x

There were 1,625,708 shares of the Registrant’s common stock issued and outstanding as of November 9, 2018.

INDEX

		Page

	Part I. Financial Information

Item 1.	Condensed Consolidated Balance Sheets as of September 30, 2018 (Unaudited) and December 31, 2017	3

	Condensed Consolidated Statements of Operations and Comprehensive Income (Loss) for the Three and Nine Months Ended September 30, 2018 and 2017 (Unaudited)	4

	Condensed Consolidated Statements of Shareholders’ Equity for the Nine Months ended September 30, 2018 and 2017 (Unaudited)	5

	Condensed Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2018 and 2017 (Unaudited)	6

	Notes to Consolidated Financial Statements (Unaudited)	8

Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	34
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	45
Item 4.	Controls and Procedures	45

	Part II. Other Information

Item 1.	Legal Proceedings	45
Item 1A.	Risk Factors	45
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	45
Item 3.	Defaults upon Senior Securities	45
Item 4.	Mine Safety Disclosures	45
Item 5.	Other Information	45
Item 6.	Exhibits	46
	Signatures	47

Part I. Financial Information

Item 1.

Financial Statements

Eagle Financial Bancorp, Inc.

Condensed Consolidated Balance Sheets

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

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

	September 30,			December 31,
	2018			2017
Assets
Cash and due from banks	$	445		$	519
Federal Reserve Bank and Federal Home Loan Bank (FHLB) demand accounts		9,003			14,831
Cash and cash equivalents		9,448			15,350
Interest-bearing time deposits in other banks		4,233			5,079
Loans held for sale		2,228			3,336
Loans, net of allowance for loan losses of $1,189 and $1,181 at September 30, 2018 and December 31, 2017, respectively		110,779			96,529
Premises and equipment - at depreciated cost		4,260			4,361
FHLB stock - at cost		754			736
Foreclosed assets held for sale, net		217			-
Bank-owned life insurance (BOLI)		1,947			1,912
FHLB lender risk account receivable		3,278			3,168
Accrued interest receivable		354			287
Prepaid federal income taxes		13			37
Other assets		308			287

Total assets	$	137,819		$	131,082

Liabilities and Shareholders' Equity
Liabilities
Deposits
Noninterest-bearing	$	5,881		$	4,032
Interest-bearing		101,491			97,086
Total deposits		107,372			101,118

FHLB advances		-			9
Advances from borrowers for taxes and insurance		622			866
Accrued interest payable		1			1
Accrued supplemental retirement plans		1,245			1,079
Deferred federal tax liability		315			315
Other liabilities		552			357

Total liabilities		110,107			103,745

Shareholders' Equity
Preferred stock, $0.01 par value, 5,000,000 shares authorized; none issued and outstanding		-			-
Common stock, $0.01 par value, 50,000,000 shares authorized, 1,625,708 and 1,612,808 shares issued and outstanding at September 30, 2018 and December 31, 2017, respectively		16			16
Additional paid-in capital		14,765			14,730
Retained earnings		14,108			13,817
Unearned Employee Stock Ownership Plan ("ESOP") shares		(1,177	)		(1,226	)
Total shareholders' equity		27,712			27,337

Total liabilities and shareholders' equity	$	137,819		$	131,082

See accompanying notes to condensed consolidated financial statements.

Eagle Financial Bancorp, Inc.

Condensed Consolidated Statements of Operations and Comprehensive Income (Loss)

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

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

	Three Months Ended					Nine Months Ended
	September 30,					September 30,
	2018		2017			2018		2017
Interest and Dividend Income
Interest earned on loans	$	1,228	$	1,079		$	3,487	$	3,030
Dividends on FHLB stock		12		11			34		29
Other interest-earning deposits		52		60			171		119

Total interest and dividend income		1,292		1,150			3,692		3,178

Interest Expense
Interest on deposits		202		167			556		494
FHLB advances		-		-			-		1
Total interest expense		202		167			556		495

Net Interest Income		1,090		983			3,136		2,683

Provision for Loan Losses		99		17			99		102

Net Interest Income After Provision for Loan Losses		991		966			3,037		2,581

Noninterest Income
Net gains on loan sales		430		448			1,195		1,543
Other service charges and fees		51		56			142		149
Income from BOLI		12		12			35		35

Total noninterest income		493		516			1,372		1,727

Noninterest Expense
Compensation and benefits		837		849			2,575		2,396
Occupancy and equipment, net		62		59			184		170
Data processing		74		72			227		206
Legal and professional services		113		76			266		204
FDIC premium expense		10		10			30		19
Foreclosed real estate impairments and expenses, net		6		-			6		9
Franchise and other taxes		60		27			160		81
Advertising		38		34			78		101
ATM processing expense		22		21			62		64
Charitable contributions		3		503			8		508
Other expenses		158		134			454		388

Total noninterest expense		1,383		1,785			4,050		4,146

Income (Loss) Before Income Taxes (Benefit)		101		(303	)		359		162

Income Taxes
Provision for Income taxes (benefit)		22		(83	)		68		67

Total income taxes (benefit)		22		(83	)		68		67

Net Income (Loss) and Comprehensive Income (Loss)	$	79	$	(220	)	$	291	$	95

Earnings per share - basic	$	0.05		N/A		$	0.19		N/A
Earnings per share - diluted	$	0.05		N/A		$	0.19		N/A
Weighted-average shares outstanding - basic		1,494,487		N/A			1,492,906		N/A
Weighted-average shares outstanding - diluted		1,494,487		N/A			1,492,906		N/A

See accompanying notes to condensed consolidated financial statements.

Eagle Financial Bancorp, Inc.

Condensed Consolidated Statements of Shareholders’ Equity

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

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

			Additional				Unearned
	Common		Paid-In		Retained		ESOP
	Stock		Capital		Earnings		Shares			Total
Balance at January 1, 2017	$	-	$	-	$	13,477	$	-		$	13,477
Net income		-		-		95		-			95
Proceeds from issuance of 1,612,808 shares of common stock		16		14,689		-		(1,290	)		13,415
ESOP shares earned		-		19		-		32			51
Balance at September 30, 2017	$	16	$	14,708	$	13,572	$	(1,258	)	$	27,038

Balance at December 31, 2017	$	16	$	14,730	$	13,817	$	(1,226	)	$	27,337
Net income		-		-		291		-			291
ESOP shares earned		-		29		-		49			78
Stock based compensation expense		-		6		-		-			6
Balance at September 30, 2018	$	16	$	14,765	$	14,108	$	(1,177	)	$	27,712

See accompanying notes to condensed consolidated financial statements.

Eagle Financial Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

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

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

	Nine Months Ended
	September 30,
	2018			2017
Operating Activities
Net income	$	291		$	95
Items not requiring (providing) cash:
Depreciation and amortization		191			166
Proceeds on sale of loans in the secondary market		42,740			51,819
Loans originated for sale in the secondary market		(40,437	)		(53,931	)
Gain on sale of loans		(1,195	)		(1,543	)
ESOP compensation expense		78			51
Stock based compensation expense		6			-
Provision for loan losses		99			102
Loss on sale of foreclosed real estate		1			3
Deferred federal tax liability		-			(84	)
Increase in cash surrender value of BOLI		(35	)		(35	)
Impairment on foreclosed real estate		-			3
Changes in:
FHLB lender risk account receivable		(110	)		(409	)
Accrued interest receivable and interest payable		(67	)		(24	)
Other assets and prepaid federal income taxes		3			(62	)
Accrued supplemental retirement plans		166			158
Accrued expenses and other liabilities		195			351

Net cash flows provided by (used in) operating activities		1,926			(3,340	)

Investing Activities
Net decrease (increase) in interest-bearing time deposits in other banks		846			(3,239	)
Net increase in loans		(14,649	)		(13,209	)
Purchase of FHLB stock		(18	)		(8	)
Purchase of premises and equipment		(53	)		(173	)
Proceeds from sale of foreclosed real estate		45			49

Net cash used in investing activities		(13,829	)		(16,580	)

Financing Activities
Net increase (decrease) in deposits		6,254			(197	)
Repayment of FHLB advances		(9	)		(15	)
Proceeds form issuance of common stock		-			13,415
Net decrease in advances from borrowers for taxes and insurance		(244	)		(163	)

Net cash provided by financing activities		6,001			13,040

Decrease in Cash and Cash Equivalents		(5,902	)		(6,880	)

Cash and Cash Equivalents, Beginning of Period		15,350			19,589

Cash and Cash Equivalents, End of Period	$	9,448		$	12,709

(Continued)

Eagle Financial Bancorp, Inc.

Condensed Consolidated Statements of Cash Flows

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

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

	Nine Months Ended
	September 30,
	2018		2017
Supplemental Cash Flows Information:
Interest paid	$	556	$	495
Income taxes paid		45		90
Transfers to foreclosed assets held for sale		263		-

See accompanying notes to condensed consolidated financial statements.

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

Note 1:

Nature of Operations and Summary of Significant Accounting Policies

General

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

Following the Bank’s conversion, voting rights are held and exercised exclusively by the shareholders of the holding company. Deposit account holders continue to be insured by the FDIC. A liquidation account was established in an amount equal to the Bank’s total equity as of the latest balance sheet date in the final offering circular used in the conversion. Each eligible account holder or supplemental account holder are entitled to a proportionate share of this account in the event of a complete liquidation of the Bank, and only in such event. This share will be reduced if the eligible account holder’s or supplemental account holder’s deposit balance falls below the amounts on the date of record and will cease to exist if the account is closed. The liquidation account will never be increased despite any increase after conversion in the related deposit balance.

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

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

Basis of Presentation and Consolidation

The condensed consolidated financial statements as of September 30, 2018 and for the three and nine months ended September 30, 2018, include Eagle Financial Bancorp, Inc. and the Bank, its wholly owned subsidiary. Intercompany transactions and balances have been eliminated in consolidation.

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

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

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

Use of Estimates

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

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

Note 2:

Earnings Per Common Share

Basic earnings per common share (“EPS”) excludes dilution and is calculated by dividing net income applicable to common stock by the weighted-average number of shares of common shares outstanding during the period. Diluted EPS is computed in a manner similar to that of basic EPS except that the weighted-average number of common shares outstanding is increased to include the number of incremental common shares that would have been outstanding if all potentially dilutive common stock equivalents were issued during the period. Unallocated common shares held by the Company’s Employee Stock Ownership Plan (“the ESOP”) are shown as a reduction in stockholder’s equity and are excluded from weighted-average common shares outstanding for both basic and diluted EPS calculations until they are committed to be released. The computation of earnings per share for the three and nine months ended September 30, 2017 is not presented as the Company did not complete its initial public offering until July 20, 2017.

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

The computations for the three and nine month periods ended September 30, 2018 are as follows:

	Three months ended September 30,		Nine months ended September 30,
	2018		2018

Net Income	$	79,073	$	290,850
Less allocation of earnings to participating securities		96		118
Net income allocated to common shareholders	$	78,977	$	290,732

Shares Outstanding for basic earnings per common share:

Weighted Average shares outstanding:		1,612,808		1,612,808
Less: Average Unearned ESOP shares:		118,321		119,902
Weighted average number of shares outstanding used in the calculation of basic earnings per common share		1,494,487		1,492,906

Basic earnings per common share:	$	0.05	$	0.19

Effect of dilutive securities:
Stock Options		-		-
Weighted average number of shares outstanding used in the calculation of dilutive earnings per common share		1,494,487		1,492,906
Diluted earnings per common share:	$	0.05	$	0.19

Note 3:

Loans and Allowance for Loan Losses

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

	September 30,			December 31,
	2018			2017

Residential mortgage loans	$	64,690		$	53,682
Commercial real estate and land loans		16,027			13,739
Home equity and other consumer		13,259			12,570
Residential construction loans		10,060			10,362
Residential mortgage loans, non-owner occupied		6,304			7,082
Multi-family real estate loans		1,203			2,084
Commercial loans		5,851			5,536
		117,394			105,055

Net deferred loan costs		31			66
Loans in process		(5,457	)		(7,411	)
Allowance for loan losses		(1,189	)		(1,181	)

Net loans	$	110,779		$	96,529

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

Loans serviced for the benefit of others at September 30, 2018 and December 31, 2017 amounted to $1,871 and $2,166, respectively.

Loans in process relates to primarily residential mortgage loans.

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

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

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

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

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

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

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

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

Nine Months Ended September 30, 2018 (Unaudited)	Residential Mortgage Loans			Commercial Real Estate and Land Loans			Home Equity and Other Consumer		Residential Construction Loans			Residential Mortgage Loans Non- Owner Occupied			Multi- Family Real Estate Loans			Commercial Loans			Total
Allowance for loan losses:
Balance, beginning of year	$	283		$	199		$	276	$	116		$	122		$	25		$	160		$	1,181
Provision charged to expense		148			118			30		(6	)		(44	)		(11	)		(136	)		99
Losses charged off		(35	)		(68	)		-		-			-			-			-			(103	)
Recoveries		11			-			-		-			1			-			-			12

Balance, end of period	$	407		$	249		$	306	$	110		$	79		$	14		$	24		$	1,189

Ending balance: individually evaluated for impairment	$	4		$	-		$	-	$	-		$	-		$	-		$	-		$	4

Ending balance: collectively evaluated for impairment	$	403		$	249		$	306	$	110		$	79		$	14		$	24		$	1,185

Loans:
Ending balance	$	64,690		$	16,027		$	13,259	$	10,060		$	6,304		$	1,203		$	5,851		$	117,394

Ending balance: individually evaluated for impairment	$	75		$	-		$	11	$	-		$	191		$	-		$	-		$	277

Ending balance: collectively evaluated for impairment	$	64,615		$	16,027		$	13,248	$	10,060		$	6,113		$	1,203		$	5,851		$	117,117

Three Months Ended September 30, 2018 (Unaudited)	Residential Mortgage Loans			Commercial Real Estate and Land Loans			Home Equity and Other Consumer		Residential Construction Loans			Residential Mortgage Loans Non- Owner Occupied			Multi- Family Real Estate Loans		Commercial Loans		Total
Allowance for loan losses:
Balance, beginning of period	$	422		$	205		$	304	$	117		$	85		$	14	$	20	$	1,167
Provision charged to expense		(6	)		112			2		(7	)		(6	)		-		4		99
Losses charged off		(13	)		(68	)		-		-			-			-		-		(81	)
Recoveries		4			-			-		-			-			-		-		4

Balance, end of period	$	407		$	249		$	306	$	110		$	79		$	14	$	24	$	1,189

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

Nine Months Ended September 30, 2017 (Unaudited)	Residential Mortgage Loans			Commercial Real Estate and Land Loans			Home Equity and Other Consumer			Residential Construction Loans			Residential Mortgage Loans Non- Owner Occupied		Multi- Family Real Estate Loans			Commercial Loans			Total
Allowance for loan losses:
Balance, beginning of year	$	166		$	164		$	341		$	88		$	175	$	30		$	173		$	1,137
Provision charged to expense		46			108			(54	)		(3	)		28		(2	)		(21	)		102
Losses charged off		(10	)		(73	)		-			-			-		-			-			(83	)
Recoveries		1			-			-			-			-		-			10			11

Balance, end of period	$	203		$	199		$	287		$	85		$	203	$	28		$	162		$	1,167

Three Months Ended September 30, 2017 (Unaudited)	Residential Mortgage Loans			Commercial Real Estate and Land Loans			Home Equity and Other Consumer			Residential Construction Loans			Residential Mortgage Loans Non- Owner Occupied			Multi- Family Real Estate Loans		Commercial Loans		Total
Allowance for loan losses:
Balance, beginning of period	$	197		$	229		$	316		$	91		$	220		$	23	$	153	$	1,229
Provision charged to expense		15			43			(29	)		(6	)		(17	)		5		6		17
Losses charged off		(10	)		(73	)		-			-			-			-		-		(83	)
Recoveries		1			-			-			-			-			-		3		4

Balance, end of period	$	203		$	199		$	287		$	85		$	203		$	28	$	162	$	1,167

Year Ended December 31, 2017	Residential Mortgage Loans		Commercial Real Estate and Land Loans			Home Equity and Other Consumer			Residential Construction Loans		Residential Mortgage Loans Non- Owner Occupied			Multi- Family Real Estate Loans			Commercial Loans			Total
Allowance for loan losses:
Balance, beginning of year	$	166	$	164		$	341		$	88	$	175		$	30		$	173		$	1,137
Provision charged to expense		112		108			(65	)		28		(44	)		(5	)		(32	)		102
Losses charged off		-		(73	)		-			-		(9	)		-			-			(82	)
Recoveries		5		-			-			-		-			-			19			24

Balance, end of year	$	283	$	199		$	276		$	116	$	122		$	25		$	160		$	1,181

Ending balance: individually evaluated for impairment	$	22	$	10		$	-		$	-	$	32		$	-		$	138		$	202

Ending balance: collectively evaluated for impairment	$	261	$	189		$	276		$	116	$	90		$	25		$	22		$	979

Loans:
Ending balance	$	53,682	$	13,739		$	12,570		$	10,362	$	7,082		$	2,084		$	5,536		$	105,055

Ending balance: individually evaluated for impairment	$	142	$	157		$	-		$	-	$	196		$	-		$	300		$	795

Ending balance: collectively evaluated for impairment	$	53,540	$	13,582		$	12,570		$	10,362	$	6,886		$	2,084		$	5,236		$	104,260

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

Internal Risk Categories

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

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

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

Doubtful (grade 3) loans classified as doubtful have all the weaknesses inherent in those classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of current known facts, conditions and values, highly questionable and improbable.

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

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

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

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

September 30, 2018 (Unaudited)	Residential Mortgage Loans		Commercial Real Estate and Land Loans		Home Equity and Other Consumer		Residential Construction Loans		Residential Mortgage Loans Non-Owner Occupied		Multi-Family Real Estate Loans		Commercial Loans		Total
Rating
Satisfactory (5-8)	$	63,478	$	15,668	$	13,006	$	10,060	$	6,275	$	1,203	$	5,580	$	115,270
Special mention (1)		-		-		-		-		-		-		125		125
Substandard (2)		1,212		359		253		-		29		-		146		1,999
Doubtful (3)		-		-		-		-		-		-		-		-
Loss (4)		-		-		-		-		-		-		-		-

Total	$	64,690	$	16,027	$	13,259	$	10,060	$	6,304	$	1,203	$	5,851	$	117,394

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

Total	$	53,682	$	13,739	$	12,570	$	10,362	$	7,082	$	2,084	$	5,536	$	105,055

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

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

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

September 30, 2018 (Unaudited)	30-59 Days Past Due		60-89 Days Past Due		90 Days Past Due or More		Total Past Due		Current		Total Loans Receivable		Recorded Investment 90 Days and Accruing
Residential mortgage loans	$	497	$	-	$	558	$	1,055	$	63,635	$	64,690	$	-
Commercial real estate and land loans		-		-		-		-		16,027		16,027		-
Home equity and other consumer		-		-		39		39		13,220		13,259		-
Residential construction loans		-		-		-		-		10,060		10,060		-
Residential mortgage loans, non-owner occupied		-		-		-		-		6,304		6,304		-
Multi-family real estate loans		-		-		-		-		1,203		1,203		-
Commercial loans		-		-		-		-		5,851		5,851		-

Total	$	497	$	-	$	597	$	1,094	$	116,300	$	117,394	$	-

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

Total	$	212	$	-	$	791	$	1,003	$	104,052	$	105,055	$	-

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

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

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

							For the Three Months Ended				For the Nine Months Ended
	As of September 30, 2018						September 30, 2018				September 30, 2018
							Average				Average
			Unpaid				Investment		Interest		Investment		Interest
	Recorded		Principal		Allocated		in Impaired		Income		in Impaired		Income
	Balance		Balance		Allowance		Loans		Recognized		Loans		Recognized
Loans without an allocated allowance:
Residential mortgage loans	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Commercial real estate and land loans		-		-		-		113		-		144		-
Home equity and other consumer		11		11		-		11		-		11		-
Residential construction loans		-		-		-		-		-		-		-
Residential mortgage loans, non-owner occupied		191		191		-		192		3		193		8
Multi-family real estate loans		-		-		-		-		-		-		-
Commercial loans		-		-		-		-		-		-		-
Loans with an allocated allowance:
Residential mortgage loans		75		75		4		75		1		112		3
Commercial real estate and land loans		-		-		-		-		-		-		-
Home equity and other consumer		-		-		-		-		-		-		-
Residential construction loans		-		-		-		-		-		-		-
Residential mortgage loans, non-owner occupied		-		-		-		-		-		-		-
Multi-family real estate loans		-		-		-		-		-		-		-
Commercial loans		-		-		-		-		-		166		9

Total	$	277	$	277	$	4	$	391	$	4	$	626	$	20

							For the Three Months Ended				For the Nine Months Ended
	As of September 30, 2017						September 30, 2017				September 30, 2017
							Average				Average
			Unpaid				Investment		Interest		Investment		Interest
	Recorded		Principal		Allocated		in Impaired		Income		in Impaired		Income
	Balance		Balance		Allowance		Loans		Recognized		Loans		Recognized
Loans without an allocated allowance:
Residential mortgage loans	$	-	$	-	$	-	$	-	$	-	$	-	$	-
Commercial real estate and land loans		148		148		-		180		-		214		1
Home equity and other consumer		-		-		-		-		-		-		-
Residential construction loans		-		-		-		-		-		-		-
Residential mortgage loans, non-owner occupied		60		60		-		65		1		93		3
Multi-family real estate loans		-		-		-		-		-		-		-
Commercial loans		-		-		-		-		-		-		-
Loans with an allocated allowance:
Residential mortgage loans		142		142		22		143		1		144		5
Commercial real estate and land loans		-		-		-		-		-		-		-
Home equity and other consumer		-		-		-		-		-		-		-
Residential construction loans		-		-		-		-		-		-		-
Residential mortgage loans, non-owner occupied		198		198		34		199		2		200		7
Multi-family real estate loans		-		-		-		-		-		-		-
Commercial loans		301		301		139		301		4		315		13

Total	$	849	$	849	$	195	$	888	$	8	$	966	$	29

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

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

Total	$	795	$	795	$	202	$	847	$	41

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

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

	September 30,		December 31,
	2018		2017
Residential mortgage loans	$	558	$	634
Commercial real estate and land loans		-		157
Home equity and other consumer		39		-
Residential construction loans		-		-
Residential mortgage loans, non-owner occupied		-		-
Multi-family real estate loans		-		-
Commercial loans		-		-

Total	$	597	$	791

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

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

	As of September 30, 2018				As of December 31, 2017
	Number of Contracts		Recorded Investment		Number of Contracts		Recorded Investment
Residential mortgage loans		1	$	75		1	$	77
Commercial real estate and land loans		-		-		-		-
Home equity and other consumer		1		11		-		-
Residential construction loans		-		-		-		-
Residential mortgage loans, non-owner occupied		4		191		4		196
Multi-family real estate loans		-		-		-		-
Commercial loans		-		-		1		300
		6	$	277		6	$	573

As of September 30, 2018, the Bank had total troubled debt restructurings of $277. There were five residential mortgage loans and residential non-owner occupied loans totaling $266 in troubled debt restructurings with the largest totaling $75. The remaining $11 in troubled debt restructurings consisted of one home equity loan. As of December 31, 2017, the Bank had total troubled debt restructurings of $573. There were five residential mortgage loans and residential non-owner occupied loans totaling $273 in troubled debt restructurings with the largest totaling $195. The remaining $300 in troubled debt restructurings consisted of one commercial loan. These loans were modified due to short term concessions. Eagle Savings Bank has no commitments to lend additional funds to the debtors owing receivables whose terms have been modified in troubled debt restructurings. During the three months and nine months ended September, 30, 2018 the Bank added one troubled debt restructuring totaling $11.

At September 30, 2018, the Bank had one residential owner-occupied piece of foreclosed real estate totaling $90 and one commercial piece of foreclosed real estate totaling $127. At December 31, 2017, the Bank had no foreclosed real estate.

Note 4:

Employee Stock Ownership Plan (“ESOP”)

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

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

The debt of the ESOP is eliminated in consolidation. Contributions to the ESOP shall be sufficient to pay principal and interest currently due under the loan agreement. As shares are committed to be released from collateral, the Company reports the compensation expense equal to the average market price of the shares for the respective period, and the shares become outstanding for earnings per share computations. Dividends on unallocated ESOP shares, if any, are recorded as a reduction of debt and accrued interest. ESOP compensation was $26 and $78 for the three and nine months ended September 30, 2018, respectively.

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

	September 30, 2018		December 31, 2017
Shares allocated to participants		4,838		6,451
Shares released to participants		6,451		-
Unreleased shares		117,735		122,573
Total		129,024		129,024

Fair Value of Unreleased Shares	$	1,871,998	$	1,982,005

Note 5:

Regulatory Matters

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

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

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

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

In addition to the minimum capital ratios, the Bank must maintain a capital conservation buffer of common equity Tier 1 capital in an amount greater than 2.5% of total risk-weighted assets to avoid being subject to limitations on capital distributions and discretionary bonuses. The capital conservation buffer has been phased in over multiple years. The initial phase-in began at 0.625% on January 1, 2015, the current capital conservation buffer is 1.875%, and the buffer will be fully phased in at 2.5% on January 2019.

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

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

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

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

	Actual					Minimum Capital Requirement					Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of September 30, 2018:

Equity	$	20,646
Allowance for loan losses		1,189
Total risk-based capital (to risk-weighted assets)	$	21,835		16.9	%	$	10,345		8.0	%	$	12,931		10.0	%

Tier I capital (to risk-weighted assets)		20,646		16.0	%		7,759		6.0	%		10,345		8.0	%

Common equity Tier I capital (to risk-weighted assets)		20,646		16.0	%		5,819		4.5	%		8,405		6.5	%

Tier I capital (to adjusted total assets)		20,646		15.2	%		5,433		4.0	%		6,791		5.0	%

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

	Actual					Minimum Capital Requirement					Minimum to Be Well Capitalized Under Prompt Corrective Action Provisions
	Amount		Ratio			Amount		Ratio			Amount		Ratio
As of December 31, 2017:

Equity	$	20,197
Allowance for loan losses		1,181

Total risk-based capital (to risk-weighted assets)	$	21,378		18.0	%	$	9,498		8.0	%	$	11,873		10.0	%

Tier I capital (to risk-weighted assets)		20,197		17.0	%		7,124		6.0	%		9,498		8.0	%

Common equity Tier I capital (to risk-weighted assets)		20,197		17.0	%		5,343		4.5	%		7,717		6.5	%

Tier I capital (to adjusted total assets)		20,197		15.6	%		5,187		4.0	%		6,484		5.0	%

Note 6:

Disclosure About Fair Values of Assets and Liabilities

ASC Topic 820, Fair Value Measurements, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Topic 820 also specifies a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value:

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

	Level 2	Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities

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

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

Nonrecurring Measurements

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

			Fair Value Measurements Using
	Fair		Quoted Prices in Active Markets for Identical Assets		Significant Other Observable Inputs		Significant Unobservable Inputs
September 30, 2018	Value		(Level 1)		(Level 2)		(Level 3)
Impaired loans (collateral dependent)	$	273	$	-	$	-	$	273
Foreclosed assets held for sale		217		-		-		217

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

Fair value adjustments, consisting of charge-offs or allocated allowances, on impaired loans and foreclosed assets held for sale during the nine months ended September 30, 2018 and the year ended December 31, 2017 amounted to $103 and $6, respectively.

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

Foreclosed Assets Held for Sale

Foreclosed assets held for sale is carried at fair value, less estimated cost to sell. Fair value of real estate is based on appraisals or evaluations. Foreclosed assets held for sale is classified within Level 3 of the fair value hierarchy.

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

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

Collateral-dependent Impaired Loans, Net of ALLL

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

Unobservable (Level 3) Inputs

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

	Fair Value at		Valuation
	9/30/2018		Technique	Unobservable Inputs	Range
Impaired loans (collateral dependent)	$	273	Market comparable properties	Marketability discount	10% - 15%

Foreclosed assets held for sale		217	Market comparable properties	Marketability discount	10% - 15%

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

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

Cash and Cash Equivalents and Interest-bearing Time Deposits

The carrying amount approximates fair value.

Loans Held For Sale

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

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

Loans

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

FHLB Stock

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

FHLB Lender Risk Account Receivable

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

Accrued Interest Receivable and Payable

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

Deposits

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

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

FHLB Advances

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

Advances from Borrowers for Taxes and Insurance

The carrying amount approximates fair value.

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

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

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

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

					Fair Value Measurements Using
September 30, 2018	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets
Cash and cash equivalents	$	9,448	$	9,448	$	9,448	$	-	$	-
Interest-bearing time deposits		4,233		4,233		4,233		-		-
Loans held for sale		2,228		2,228		-		-		2,228
Loans, net of allowance for losses		110,779		111,233		-		-		111,233
FHLB stock		754		754		-		754		-
FHLB lender risk account receivable		3,278		3,207		-		-		3,207
Interest receivable		354		354		-		354		-

Financial Liabilities
Deposits		107,372		106,703		61,265		45,438		-
FHLB advances		-		-		-		-		-
Advances from borrowers for taxes and insurance		622		622		-		622		-
Interest payable		1		1		-		1		-

					Fair Value Measurements Using
December 31, 2017	Carrying Amount		Fair Value		(Level 1)		(Level 2)		(Level 3)
Financial Assets
Cash and cash equivalents	$	15,350	$	15,350	$	15,350	$	-	$	-
Interest-bearing time deposits		5,079		5,079		5,079		-		-
Loans held for sale		3,336		3,336		-		-		3,336
Loans, net of allowance for losses		96,529		98,470		-		-		98,470
FHLB stock		736		736		-		736		-
FHLB lender risk account receivable		3,168		3,174		-		-		3,174
Interest receivable		287		287		-		287		-

Financial Liabilities
Deposits		101,118		100,728		59,415		41,313		-
FHLB advances		9		9		-		9		-
Advances from borrowers for taxes and insurance		866		866		-		866		-
Interest payable		1		1		-		1		-

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

Note 7:

Commitments and Credit Risk

Commitments to Originate Loans

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

At September 30, 2018, the Bank had one 30 year fixed rate loan with an interest rate of 4.625% for $106 and two HELOCs with interest rates at 6.25% totaling $532 approved but not yet originated. At December 31, 2017, the Bank had loans approved but not yet originated of $810. There was a 30 year fixed rate one-to four-family residential real estate loan with a fixed interest rate of 3.875% for $202 and a 5/1 adjustable rate one-to four-family residential real estate construction loan with a rate of 3.25% for $608. At September 30, 2018, the Bank had undisbursed loans in process of $5,457 with fixed interest rates of 4.375% to 5.73% and adjustable rates ranging from 3.125% to 4.50%. At December 31, 2017 the Bank had undisbursed loans in process of $7,411 with fixed interest rates ranging from 4.375% to 4.625% and adjustable interest rates ranging from 3.125% to 3.500%.

Lines of Credit

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

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

	September 30, 2018		December 31, 2017
Unused lines of credit	$	4,322	$	3,509
Unused home equity lines		12,240		11,305

Total commitments	$	16,562	$	14,814

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

Note 8:

Equity Incentive Plan

In September 2018, the Company’s stockholders approved the Eagle Financial Bancorp, Inc. 2018 Equity Incentive Plan (the “2018 Plan”). The 2018 Plan authorizes the issuance or delivery to participants of up to 225,792 shares of the Company’s common stock pursuant to the grants of restricted stock awards, incentive stock options, and non-qualified stock options. Of this number, the maximum number of shares of Company common stock that may be issued under the 2018 Plan pursuant to the exercise of stock options is 161,280 shares and the maximum number of shares of Company common stock that may be issued as restricted stock awards is 64,512 shares. Stock options awarded to employees may be incentive stock options or non-qualified stock options. Shares awarded under the 2018 Plan may be authorized but unissued shares or treasury shares. The 2018 Plan contains annual and lifetime limits on certain types of awards to individual participants.

Awards may vest or become exercisable only upon the achievement of performance measures or based solely on the passage of time after award. Stock options and restricted stock awards provide for accelerated vesting if there is a change in control (as defined in the 2018 Plan).

In September 2018, the Company granted stock options for 32,255 shares to members of the Board of Directors. Options granted in September 2018 have an exercise price $15.89, as determined on the grant date and expire ten years from the grant date.

The fair value was calculated using the Black-Scholes model for stock options granted in September 2018 using the following assumptions: expected volatility of 24.56%, a risk free interest rate of 3.01%, and an expected term of 7.5 years. The Company utilized the simplified method to determine the expected term because it does not have sufficient historical exercise data to provide a reasonable basis upon which to estimate the expected term.

The weighted average grant-date fair value of options granted during the year 2018 was $5.57 per share.

At September 30, 2018, no stock options were exercisable.

In September 2018, the Company awarded 12,900 restricted shares to members of the Board of Directors. The restricted stock awards have a five year vesting period. During the restricted period, the holder is entitled to full voting rights and dividends, thus are considered participating securities.

Total compensation cost recognized in the income statement for share-based payment arrangements during the three and nine months ended September 30, 2018 was $6.

As of September 30, 2018, there was approximately $378 of total unrecognized compensation cost related to unvested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a remaining weighted-average period of 5 years.

Note 9:

Recent Accounting Pronouncements

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

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

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

In January 2016, the FASB issued ASU No. 2016-01 "Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities." ASU 2016-01 is intended to improve the recognition and measurement of financial instruments by requiring equity investments to be measured at fair value with changes in fair value recognized in net income; requiring public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; requiring separate presentation of financial assets and financial liabilities by measurement category and form of financial asset on the balance sheet or the accompanying notes to the financial statements; eliminating the requirement for public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured and amortized at cost on the balance sheet; and requiring a reporting organization to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. ASU 2016-01 is effective for public companies for fiscal years beginning after December 31, 2017, including interim periods within those fiscal years. For private companies the new guidance becomes effective for fiscal years beginning after December 15, 2018, and for interim periods within fiscal years beginning after December 15, 2019. The amendments should be applied by means of a cumulative-effect adjustment to the balance sheet as of the beginning of the fiscal year of adoption. The amendments related to equity securities without readily determinable fair values (including disclosure requirements) should be applied prospectively to equity investments that exist as of the date of adoption. The Company is currently evaluating the impact of these amendments, but does not expect them to have a material effect on the Company’s financial position or results of operations since it does not have any equity securities or a valuation allowance. However, the amendments will have an impact on certain items that are disclosed at fair value that are not currently utilizing the exit price notion when measuring fair value. At this time the Company cannot quantify the change in the fair value of such disclosures since the Company continues to evaluate the full impact of the Update and is continuing to develop appropriate procedures and processes to comply with the disclosure requirements of such amendments. The current accounting policies and procedures will be modified after the Company fully evaluates the standard to comply with the accounting changes mentioned above. For additional information on fair value of assets and liabilities, see Note 5.

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

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

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

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

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

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

In August 2018, the FASB issued ASU No. 2018-13 “Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement”. ASU No. 2018-13 applies to all entities that are required to make disclosures about recurring or nonrecurring fair value measurements. The amendments in this update modify fair value disclosure requirements, including the deletion, modification, and addition of certain targeted disclosures. The amendments are effective for all entities for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2019. Early adoption is permitted. An entity is permitted to early adopt any removed or modified disclosures upon issuance of the update and delay adoption of the additional disclosures until the effective date. The amendments are to be applied on a retrospective basis to all periods presented upon adoption, except for certain amendments described in the update that are to be applied prospectively for only the most recent interim period presented in the initial fiscal year of adoption. The Company is currently evaluating the potential effects of ASU No. 2018-13.

Eagle Financial Bancorp, Inc.

Notes to Condensed Consolidated Financial Statements

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

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

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

In August 2018, the FASB issued ASU No. 2018-15 “Intangibles – Goodwill and Other – Internal-Use Software (Topic 350-40): Customer’s Accounting for Implementation Costs incurred in a Cloud Computing Arrangement That Is a Service Contract”. ASU No. 2018-15 applies to entities that are a customer in a hosting arrangement, as defined, that is accounted for as a service contract. The amendments in this update require an entity (customer) in a hosting arrangement that is a service contract to follow the guidance in Subtopic 350-40 to determine which implementation costs to capitalize as an asset related to the service contract and which costs to expense. Capitalized implementation costs are to be expensed over the term of the hosting arrangement. The amendments in this update are effective for fiscal years beginning after December 31, 2020, and interim periods within those fiscal years. Early adoption is permitted, including adoption in any period. The amendments can be applied either retrospectively or prospectively to all implementation costs after the date of adoption. The Company is currently evaluating the potential effects of ASU No. 2018-15.

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 result of operations of the Bank. The information contained in this section should be read in conjunction with the Unaudited Condensed Financial Statements and the notes thereto, appearing in Part 1, Item 1 of this quarterly report on Form 10-Q.

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

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

statements of our goals, intentions and expectations;

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

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

estimates of our risks and future costs and benefits.

These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this report.

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

our ability to continue to manage our operations successfully;

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

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

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

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

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

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

competition among depository and other financial institutions;

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

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

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

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

changes in consumer spending, borrowing and saving habits;

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

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

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

changes in the level of government support of housing finance;

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

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

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

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

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

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

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

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

other economic, competitive, governmental, regulatory and operational factors affecting our operations, pricing, products and services described elsewhere in this prospectus.

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

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

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

The following represents our critical accounting policies:

Allowance for Loan Losses. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to income. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers nonclassified loans and is based on historical charge-off experience for the last three years and expected loss given default derived from our internal risk rating process. Other qualitative adjustments are made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.

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

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

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

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

Total Assets. Total assets were $137.8 million at September 30, 2018, an increase of $6.7 million, or 5.1%, over the $131.1 million at December 31, 2017. The increase was primarily due to an increase in net loans of $14.3 million, offset by a decrease in cash and due from banks of $5.9 million.

Net Loans. Net loans increased by $14.3 million, or 14.8%, to $110.8 million at September 30, 2018 from $96.5 million at December 31, 2017. During the nine months ended September 30, 2018, we originated $75.6 million of loans, $55.8 million of which were one- to four-family residential real estate loans, and we sold $42.7 million of loans in the secondary market. During the nine months ended September 30, 2018, one- to four-family residential real estate loans increased $11.0 million, or 20.5%, to $64.7 million at September 30, 2018, from $53.7 million at December 31, 2017; multi-family loans decreased $881,000, or 42.3%, to $1.2 million at September 30, 2018; commercial real estate loans and land loans increased $2.3 million, or 16.7%, to $16.0 million at September 30, 2018; construction loans decreased $302,000, or 2.9%, to $10.1 million at September 30, 2018; home equity and other consumer loans increased $689,000, or 5.5%, to $13.3 million at September 30, 2018; and commercial loans increased $315,000, or 5.7%, to $5.9 million at September 30, 2018. The increases in loan balances reflect our strategy to grow and diversify our loan portfolio. Such growth has been achieved amid strong competition for commercial real estate and one- to four-family residential mortgage loans in our market area in the current low interest rate environment. We have sold loans on a servicing released basis in transactions with the FHLB-Cincinnati, through its mortgage purchase program, and with other investors. We sold $42.7 million of loans in the nine months ended September 30, 2018. Loans serviced for investors were $1.9 million at September 30, 2018. Management intends to continue this sale of loans through the FHLB-Cincinnati in future periods.

Interest-Bearing Deposits in Other Banks. The Bank’s investment in certificates of deposit in other banks decreased $846,000, or 16.7%, to $4.2 million as of September 30, 2018.

Foreclosed Assets Held for Sale. Foreclosed assets held for sale increased to $217,000 at September 30, 2018 from none at December 31, 2017. The Bank sold a one- to four-family residential property valued at $46,000, and added a one- to four-family residential property valued at $90,000 and a commercial real estate property valued at $127,000 during the three months ended September 30, 2018.

Deposits. Deposits increased by $6.3 million, or 6.2%, to $107.4 million at September 30, 2018 from $101.1 million at December 31, 2017. Our core deposits, which we define as all deposits other than certificates of deposit, increased $1.9 million, or 3.1%, to $61.3 million at September 30, 2018 from $59.4 million at December 31, 2017. Certificates of deposits increased $4.4 million, or 10.6%, to $46.1 million at September 30, 2018 from $41.7 million at December 31, 2017. During the nine months ended September 30, 2018, management continued its strategy of pursuing growth in demand accounts and other lower cost core deposits, but also changed its emphasis slightly by attracting other deposits with certificate of deposit specials. Management intends to continue its efforts to increase core deposits, with a special emphasis on growth in consumer and business demand deposits.

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

Shareholders’ Equity. Shareholders’ equity increased $375,000, or 1.4%, to $27.7 million at September 30, 2018 from $27.3 million at December 31, 2017. The increase resulted from net income of $291,000 during the nine months ended September 30, 2018, and expense of $84,000 related to the ESOP shares committed to be released.

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

General. Our net income for the three months ended September 30, 2018 was $79,000, compared to a net loss of $220,000 for the three months ended September 30, 2017, an increase of $299,000, or 135.9%. The increase in net income was primarily due to a $149,000 increase in interest earned on loans and a decrease of $402,000 in non-interest expense, offset by a $35,000 increase in interest expense on deposits, an increase in provision for loan losses of $82,000, and an increase in provision for income taxes of $105,000.

Interest Income. Interest income increased $142,000, or 12.3%, to $1.3 million for the three months ended September 30, 2018 from $1.2 million for the three months ended September 30, 2017. This increase was primarily attributable to a $149,000 increase in interest income on loans receivable. The average balance of loans during the three months ended September 30, 2018 increased by $15.9 million, or 17.1%, from the average balance for the three months ended September 30, 2017. Interest income on other interest-bearing deposits, including certificates of deposit in other financial institutions, decreased $7,000, or 9.9%, for the three months ended September 30, 2018, as a result of a decrease in the average balance outstanding of $8.0 million. We held no investment securities during the 2018 or 2017 periods.

Interest Expense. Total interest expense increased $35,000, or 21.0%, to $202,000 for the three months ended September 30, 2018 from $167,000 for the three months ended September 30, 2017. The average balance of deposits during the three months ended September 30, 2018 decreased by $1.3 million, or 1.2% from the average balance for the three months ended September 30, 2017. However, the decrease in average balance was more than offset by a 15 basis point increase in the average cost of deposits to 0.81% from 0.66%.

The Bank had no interest expense on FHLB advances for the three months ended September 30, 2018. The average balance of FHLB advances during the three months ended September 30, 2018 decreased by $14,000, or 100.0%, from the average balance for the three months ended September 30, 2017.

Net Interest Income. Net interest income increased $107,000, or 10.9%, to $1.1 million for the three months ended September 30, 2018, compared to $983,000 for the three months ended September 30, 2017. The increase reflected an increase in total interest and dividend income of $142,000 offset by an increase in total interest expense of $35,000. Our net interest rate spread increased six basis points to 3.46% at September 30, 2018 from 3.40% at September 30, 2017. Our net interest margin increased to 3.60% for the three months ended September 30, 2018 from 3.47% for the three months ended September 30, 2017. The interest rate spread and net interest margin were impacted by rising interest rates in the three months ended September 30, 2018.

Provision for Loan Losses. Based on our analysis of the factors described in “Critical Accounting Policies—Allowance for Loan Losses,” we recorded a provision for loan losses of $99,000 for the three months ended September 30, 2018 and $17,000 for the three months ended September 30, 2017. The allowance for loan losses was $1.2 million, or 1.01% of total loans, at September 30, 2018, compared to $1.2 million, or 1.12% of total loans, at December 31, 2017. The provision for loan losses in the three months ended September 30, 2018 was due primarily to loan charge-offs of $81,000 and increases in the size of our loan portfolio, more specifically one- to four-family adjustable rate mortgages and commercial real estate loans. Total nonperforming loans were $874,000 at September 30, 2018, compared to $1.4 million at December 31, 2017. Classified and special mention loans decreased to $2.1 million at September 30, 2018, compared to $2.5 million at December 31, 2017. Total loans past due 30 days or more were $1.1 million and $1.0 million at September 30, 2018 and December 31, 2017, respectively. Net charge-offs totaled $77,000 for the three months ended September 30, 2018, compared to $79,000 of net loan charge-off for the three months ended September 30, 2017. The allowance for loan losses reflects the estimate we believe to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at September 30, 2018 and 2017. While we believe the estimates and assumptions used in our determination of the adequacy of the allowance are reasonable, such estimates and assumptions could be proven incorrect in the future, and the actual amount of future provisions may exceed the amount of past provisions, and the increase in future provisions that may be required may adversely impact our financial condition and results of operations. In addition, bank regulatory agencies periodically review our allowance for loan losses and may require an increase in the provision for possible loan losses or the recognition of further loan charge-offs, based on judgments different than those of management.

Non-Interest Income. Non-interest income decreased $23,000, or 4.5%, to $493,000 for the three months ended September 30, 2018 from $516,000 for the three months ended September 30, 2017. The decrease was primarily due to a decrease in the gain on sale of loans during the three months ended September 30, 2018 as compared to the three months ended September 30, 2017. Gain on sale of loans decreased $18,000, or 4.0%, to $430,000 for the three months ended September 30, 2018 from $448,000 for the three months ended September 30, 2017. This decrease is a result of increasing the loan portfolio by retaining more adjustable rate loans instead of selling them in the secondary market.

Non-Interest Expense. Non-interest expense decreased $402,000, or 22.5%, to $1.4 million for the three months ended September 30, 2018, compared to $1.8 million for the three months ended September 30, 2017. The majority of the decrease was the effect of making the charitable contribution of $500,000 to the Eagle Savings Bank Charitable Foundation during the three months ended September 30, 2017, a cost related to our conversion to a stock company that was recognized during the third quarter of 2017. That decrease was partially offset by increases in legal and professional expenses of $37,000, franchise and other taxes of $33,000, and other expenses of $24,000 during the three months ended September 30, 2018. Non-interest expense can be expected to increase in the future compared to historical expense levels because of costs associated with operating as a public company and increased compensation costs related to the stock-based benefit plans approved by our stockholders.

Federal Income Taxes. Federal income taxes increased by $105,000 to $22,000 for the three months ended September 30, 2018, compared to an income tax benefit of $83,000 for the three months ended September 30, 2017. The increase in income tax expense for the three months ended September 30, 2018 was a direct result of the increase in interest income and the resulting decrease in non-interest expense.

Average Balances and Yields

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

	For the Three Months Ended September 30,
	2018								2017
						Average								Average
	Average					Yield/			Average					Yield/
	Balance			Interest		Cost (4)			Balance			Interest		Cost (4)

Assets:
Interest Earning Assets
Loans	$	109,332		$	1,228		4.49	%	$	93,395		$	1,079		4.62	%
Interest earning deposits		11,786			64		2.17	%		19,780			71		1.44	%
Total interest-earning assets		121,118			1,292		4.27	%		113,175			1,150		4.06	%
Total non-interest earning assets		14,740								15,646
Total assets	$	135,858							$	128,821

Liabilities and Equity:
Interest bearing checking		18,655			7		0.15	%		22,904			7		0.12	%
Savings		17,211			6		0.14	%		16,183			6		0.15	%
Money Market		18,981			11		0.23	%		20,095			11		0.22	%
CD's		45,456			178		1.57	%		42,375			143		1.35	%
Total interest-bearing deposits		100,303			202		0.81	%		101,557			167		0.66	%
FHLB Advances		-			-					14			-		3.33	%
Total interest bearing liabilities		100,303			202		0.81	%		101,571			167		0.66	%
Total non-interest-bearing liabilities		7,828								6,996

Total liabilities		108,131								108,567
Total equity		27,727								20,254
Total liabilities and equity	$	135,858							$	128,821

Net interest income				$	1,090							$	983
Net interest rate spread (1)							3.46	%							3.40	%
Net interest earning assets (2)	$	20,815							$	11,604
Net interest margin (3)							3.60	%							3.47	%
Ratio of average interest-earning assets to average interest bearing liabilities		120.75	%							111.42	%

(1)

Interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(2)

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(3)

Net interest margin represents net interest income divided by total interest-earning assets.

(4)

Average yield/cost is annualized

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

General. Our net income for the nine months ended September 30, 2018 was $291,000, compared to a net income of $95,000 for the nine months ended September 30, 2017, an increase of $196,000, or 206.3%. The increase in net income was primarily due to a $514,000 increase in interest income, and a decrease in non-interest expense of $96,000, partially offset by a $61,000 increase in interest expense, and a decrease in noninterest income of $355,000 during the nine months ended September 30, 2018 as compared to September 30, 2017.

Interest Income. Interest income increased $514,000, or 16.2%, to $3.7 million for the nine months ended September 30, 2018 from $3.2 million for the nine months ended September 30, 2017. This increase was attributable to a $457,000 increase in interest income on loans receivable and an increase of $57,000 in interest income on other interest-earning deposits. The average balance of loans during the nine months ended September 30, 2018 increased by $15.5 million, or 17.5%, from the average balance for the nine months ended September 30, 2017. Interest income on other interest-bearing deposits, including certificates of deposit in other financial institutions, increased $57,000, or 38.5%, for the nine months ended September 30, 2018, as a result of an increase in the average yield of 83 basis points, to 1.90%. We held no investment securities during the 2018 or 2017 periods.

Interest Expense. Total interest expense increased $61,000, or 12.3%, to $556,000 for the nine months ended September 30, 2018 from $495,000 for the nine months ended September 30, 2017. The average balance of deposits during the nine months ended September 30, 2018 decreased by $752,000, or 0.8%, from the average balance for the nine months ended September 30, 2017. This decrease in balance was offset by a 9 basis point increase in the average cost of deposits to 0.76% from 0.67%.

Interest expense on FHLB advances decreased $1,000, or 100.0%, to $0 for the nine months ended September 30, 2018. The average balance of FHLB advances during the nine months ended September 30, 2018 decreased by $19,000, or 90.5%, to $2,000 from the average balance for the nine months ended September 30, 2017.

Net Interest Income. Net interest income increased $453,000, or 16.9%, to $3.1 million for the nine months ended September 30, 2018, compared to $2.7 million for the nine months ended September 30, 2017. The increase reflected an increase in total interest and dividend income of $514,000, partially offset by an increase in total interest expense of $61,000. Our net interest rate spread increased 10 basis points to 3.39% at September 30, 2018 from 3.29% at September 30, 2017. Our net interest margin increased to 3.53% for the nine months ended September 30, 2018 from 3.34% for the nine months ended September 30, 2017. The interest rate spread and net interest margin were impacted by rising interest rates in the nine months ended September 30, 2018.

Provision for Loan Losses. We recorded a provision for loan losses of $99,000 for the nine months ended September 30, 2018 and $102,000 for the nine months ended September 30, 2017. The allowance for loan losses was $1.2 million, or 1.01% of total loans, at September 30, 2018, compared to $1.2 million, or 1.12% of total loans, at December 31, 2017. The provision for loan losses in the nine months ended September 30, 2018 was due primarily to loan charge-offs of $103,000 and increases in our loan portfolio, more specifically 1-4 adjustable rate mortgages and commercial real estate loans. Total nonperforming loans were $874,000 at September 30, 2018, compared to $1.4 million at December 31, 2017. Classified and special mention loans decreased to $2.1 million at September 30, 2018, compared to $2.5 million at December 31, 2017. Total loans past due 30 days or more were $1.1 million and $1.0 million at September 30, 2018 and December 31, 2017, respectively. Net loan charge-offs totaled $91,000 for the nine months ended September 30, 2018, compared to $72,000 of net loans charge-offs for the nine months ended September 30, 2017. The allowance for loan losses reflects the estimate we believe to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at September 30, 2018 and 2017.

Non-Interest Income. Non-interest income decreased $355,000, or 20.6%, to $1.4 million for the nine months ended September 30, 2018 from $1.7 million for the nine months ended September 30, 2017. The decrease was primarily due to the decrease of $348,000 in net gains on loan sales during the nine months ended September 30, 2018 as compared to the nine months ended September 30, 2017. During the 2018 period, loans sold in the secondary market decreased as there was an emphasis to grow the portfolio by originating and retaining 5/1 ARM residential mortgages.

Non-Interest Expense. Non-interest expense decreased $96,000, or 2.3%, to $4.1 million for the nine months ended September 30, 2018. The majority of the decrease was due to the effect of the charitable contribution of $500,000 made to the Eagle Savings Bank Charitable Foundation during the nine months ended September 30, 2017, a cost related to our conversion to a stock company that was recognized during the third quarter of 2017. That decrease was offset by increases in compensation and benefits of $179,000, legal and professional expenses of $62,000, franchise and other taxes of $79,000, data processing expenses of $21,000, and other expenses of $66,000 during the nine months ended September 30, 2018. Non-interest expense can be expected to increase in the future compared to historical expense levels because of costs associated with operating as a public company and increased compensation costs related to the stock-based benefit plans approved by our stockholders.

Federal Income Taxes. Federal income taxes increased by $1,000 for the nine months ended September 30, 2018, compared to the nine months ended September 30, 2017. The reason for the small increase in tax expense despite the increase of income before income taxes of $197,000 was the result of the tax legislation at the end of 2017.

Average Balances and Yields

	For the Nine Months Ended September 30,
	2018								2017
						Average								Average
	Average					Yield/			Average					Yield/
	Balance			Interest		Cost (4)			Balance			Interest		Cost (4)

Assets:
Interest Earning Assets
Loans	$	104,083		$	3,487		4.47	%	$	88,566		$	3,030		4.56	%
Interest earning deposits		14,419			205		1.90	%		18,380			148		1.07	%
Total interest-earning assets		118,502			3,692		4.15	%		106,946			3,178		3.96	%
Total non-interest earning assets		14,388								14,567
Total assets	$	132,890							$	121,513


Liabilities and Equity:
Interest bearing checking		17,829			20		0.15	%		19,379			19		0.13	%
Savings		17,314			19		0.15	%		16,089			17		0.14	%
Money Market		19,223			32		0.22	%		20,856			35		0.22	%
CD's		43,768			485		1.48	%		42,562			423		1.33	%
Total interest-bearing deposits		98,134			556		0.76	%		98,886			494		0.67	%
FHLB Advances		2			-		3.33	%		21			1		3.33	%
Total interest bearing liabilities		98,136			556		0.76	%		98,907			495		0.67	%
Total non-interest-bearing liabilities		7,173								6,752

Total liabilities		105,309								105,659
Total equity		27,581								15,854
Total liabilities and equity	$	132,890							$	121,513

Net interest income				$	3,136							$	2,683
Net interest rate spread (1)							3.39	%							3.29	%
Net interest earning assets (2)	$	20,366							$	8,039
Net interest margin (3)							3.53	%							3.34	%
Ratio of average interest-earning assets to average interest bearing liabilities		120.75	%							108.13	%

(1)

Interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(2)

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(3)

Net interest margin represents net interest income divided by total interest-earning assets.

(4)

Average yield/cost is annualized

Liquidity and Capital Resources

Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and proceeds from the sale of loans. We also have the ability to borrow from the FHLB-Cincinnati. At September 30, 2018, we had no outstanding advances from the FHLB-Cincinnati. At September 30, 2018, we had the capacity to increase our borrowings by approximately $54.0 million from the FHLB-Cincinnati including a $10 million line of credit with the FHLB-Cincinnati.

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

Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by operating activities was $1.9 million for the nine months ended September 30, 2018, while net cash used in operating activities was $3.3 million for the nine months ended September 30, 2017, respectively.. Net cash used in investing activities, which consists primarily of disbursements for loan originations, was $13.8 million for the nine months ended September 30, 2018, while the net cash used in investing activities was $16.6 million for the nine months ended September 30, 2017, respectively. Net cash provided by financing activities, consisting primarily of the activity in deposit accounts, was $6.0 million for the nine month ended September 30, 2018, while the net cash provided by financing activities was $13.0 million for the nine months ended September 30, 2017, consisting primarily of the proceeds from the issuance of common stock received in the banks conversion to a stock bank.

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

At September 30, 2018, Eagle Savings Bank exceeded all of its regulatory capital requirements with a Tier 1 leverage capital level of $20.6 million, or 15.2% of adjusted total assets, which is above the $6.8 million, or 5.0% required to be considered well-capitalized, and total risk-based capital of $21.8 million, or 16.9% of risk-weighted assets, which is above the well-capitalized required level of $12.9 million, or 10.0%. Accordingly, Eagle Savings Bank was categorized as well capitalized at September 30, 2018 and December 31, 2017. In addition, our capital levels increased as a result of the July 20, 2017 consummation of the Bank’s mutual to stock conversion and related offering of the Company. Management is not aware of any conditions or events since the most recent notification that would change our category.

Off-Balance Sheet Arrangements and Aggregate Contractual Obligations

Commitments. As a financial services provider, we routinely are a party to various financial instruments with off-balance-sheet risks, such as commitments to extend credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of commitments to extend credit may expire without being drawn upon. Such commitments are subject to the same credit policies and approval process accorded to loans we make. At September 30, 2018, we had outstanding commitments to originate loans of $22.7 million, including undisbursed funds on construction loans and funds available on undrawn lines of credit. We anticipate that we will have sufficient funds available to meet our current lending commitments. Certificates of deposit that are scheduled to mature within one year from September 30, 2018 totaled $27.0 million. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize FHLB-Cincinnati advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.

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

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

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

PART II – Other Information

ITEM 1.

LEGAL PROCEEDINGS

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

ITEM 1A.

RISK FACTORS

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

ITEM 2.

UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

None.

ITEM 3.

DEFAULTS UPON SENIOR SECURITIES

None.

ITEM 4.

MINE SAFETY DISCLOSURES

Not applicable.

ITEM 5.

OTHER INFORMATION

None.

ITEM 6.

EXHIBITS

31.1		Certification of Principal Executive Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

31.2		Certification of Principal Financial Officer Pursuant to Rule 13a-14 of the Securities Exchange Act of 1934, As Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.

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

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

101.0		The following material from Eagle Financial Bancorp, Inc.’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2018, formatted in XBRL (Extensible Business Reporting Language): (i) the Condensed Balance Sheets, (ii) the Condensed Statements of Operations, (iii) the Condensed Statements of Equity, (iv) the Condensed Statements of Cash Flows, and (v) the Notes to Condensed Financial Statements.

SIGNATURES

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

Date:	November 9, 2018	By:	/s/Gary J. Koester
			Gary J. Koester
			President and Chief Executive Officer

Date:	November 9, 2018	By:	/s/Kevin R. Schramm
			Kevin R. Schramm
			Vice President, Chief Financial Officer and Treasurer

Eagle Financial Bancorp, Inc. - FORM 10-Q - November 9, 2018

Attached files

Eagle Financial Bancorp, Inc. Reports