10-Q 1 msbf-06302018x10xq.htm 10-Q Document
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________________

FORM 10-Q
(Mark One)
 
 
 
X
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
 
EXCHANGE ACT OF 1934
 
 
 
For the quarterly period ended
June 30, 2018
 
 
 
OR
 
 
 
 
 
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
 
EXCHANGE ACT OF 1934
 
 
 
 
For the transition period from
 
to
 
 
 
 
 
 
 
Commission File Number  001-37506
 
 
 
MSB FINANCIAL CORP.
(Exact name of registrant as specified in its charter)
 
 
 
MARYLAND
 
 
 
 
 
34-1981437
(State or other jurisdiction of
incorporation or organization)
 
 
 
 
 
(I.R.S. Employer
Identification Number)
 
 
 
1902 Long Hill Road, Millington, New Jersey
 
07946-0417
(Address of principal executive offices)
 
(Zip Code)
 
 
 
Registrant's telephone number, including area code
(908) 647-4000
 
 
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.  Yes  [X]  No [  ]
 
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes [X] No [  ]
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or an emerging growth company. See definitions of "large accelerated filer," "accelerated filer," "smaller reporting company" and "emerging growth company" in Rule 12b-2 of the Exchange Act.
Large accelerated filer [  ]
Accelerated filer [  ]
Non-accelerated filer [  ]
Smaller reporting company [X]
 
Emerging growth company [  ]
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]
 
The number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date: August 10, 2018:
$0.01 par value common stock 5,513,165 shares outstanding

1



MSB FINANCIAL CORP. AND SUBSIDIARIES

INDEX
 
Page
Number
PART I - FINANCIAL INFORMATION
 
 
 
Item 1:
Consolidated Financial Statements (Unaudited)
 
 
 
 
 
Consolidated Statements of Financial Condition
 
 
at June 30, 2018 and December 31, 2017
 
 
 
 
Consolidated Statements of Income for the Three and
 
 
Six Months Ended June 30, 2018 and 2017
 
 
 
 
Consolidated Statement of Changes in Stockholders’ Equity for the
 
 
Six Months Ended June 30, 2018
 
 
 
 
Consolidated Statements of Cash Flows for the Six Months
 
 
Ended June 30, 2018 and 2017
 
 
 
 
Notes to Consolidated Financial Statements (Unaudited)
 
 
 
Item 2:
Management's Discussion and Analysis of
 
Financial Condition and Results of Operations
 
 
 
 
Item 3:
Quantitative and Qualitative Disclosures About Market Risk
 
 
 
Item 4:
Controls and Procedures
 
 
 
 
 
PART II - OTHER INFORMATION
 
 
 
Item 1:
Legal Proceedings
 
 
 
Item 1A:
Risk Factors
 
 
 
Item 2:
Unregistered Sales of Equity Securities and Use of Proceeds
 
 
 
Item 3:
Defaults Upon Senior Securities
 
 
 
Item 4:
Mine Safety Disclosures
 
 
 
Item 5:
Other Information
 
 
 
Item 6:
Exhibits
 
 
SIGNATURES
 
 
CERTIFICATIONS
 

2



ITEM 1 – CONSOLIDATED FINANCIAL STATEMENTS (UNAUDITED)

MSB FINANCIAL CORP. AND SUBSIDARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
 
June 30, 2018
 
December 31, 2017
 
 
 
 
(Dollars in thousands, except per share amounts)
 
 
 
Cash and due from banks
$
1,654

 
$
2,030

Interest-earning demand deposits with banks
14,660

 
20,279

 
 
 
 
Cash and Cash Equivalents
16,314

 
22,309

 
 
 
 
Securities held to maturity (fair value of $43,749 and $38,255, respectively)
44,770

 
38,482

Loans receivable, net of allowance for loan losses of $5,596 and $5,414, respectively
509,689

 
473,405

Premises and equipment, net
8,461

 
8,698

Federal Home Loan Bank of New York stock, at cost
4,212

 
2,131

Bank owned life insurance
14,392

 
14,197

Accrued interest receivable
1,754

 
1,607

Other assets
1,657

 
2,211

 
 
 
 
Total Assets
$
601,249

 
$
563,040

 
 
 
 
Liabilities and Stockholders' Equity
 

 
 

Liabilities
 

 
 

Deposits:
 

 
 

Non-interest bearing
$
42,687

 
$
36,919

Interest bearing
405,825

 
411,994

 
 
 
 
Total Deposits
448,512

 
448,913

 
 
 
 
Advances from Federal Home Loan Bank of New York
82,175

 
37,675

Advance payments by borrowers for taxes and insurance
772

 
686

Other liabilities
1,284

 
2,741

 
 
 
 
Total Liabilities
532,743

 
490,015

 
 
 
 
Stockholders' Equity
 

 
 

Preferred stock, par value $0.01; 1,000,000 shares authorized; no shares issued or outstanding

 

Common stock, par value $0.01; 49,000,000 shares authorized; 5,513,165 and 5,768,632 issued and outstanding at June 30, 2018 and December 31, 2017, respectively
55

 
58

Paid-in capital
46,688

 
51,068

Retained earnings
23,450

 
23,641

Unearned common stock held by ESOP (184,942 and 190,390 shares, respectively)
(1,687
)
 
(1,742
)
 
 
 
 
Total Stockholders' Equity
68,506

 
73,025

 
 
 
 
Total Liabilities and Stockholders' Equity
$
601,249

 
$
563,040

See notes to unaudited consolidated financial statements.


3



MSB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
Three months ended June 30,
 
Six months ended June 30,
(Dollars in thousands, except per share amounts)
2018
 
2017
 
2018
 
2017
Interest Income:
 
 
 
 
 
 
 
Loans receivable, including fees
$
5,436

 
$
4,444

 
$
10,572

 
$
8,444

Securities
240

 
247

 
459

 
498

Other
62

 
36

 
136

 
78

Total Interest Income
5,738

 
4,727

 
11,167

 
9,020

Interest Expense
 

 
 

 
 

 
 

Deposits
935

 
579

 
1,781

 
1,081

Borrowings
372

 
224

 
653

 
420

Total Interest Expense
1,307

 
803

 
2,434

 
1,501

 
 
 
 
 
 
 
 
Net Interest Income
4,431

 
3,924

 
8,733

 
7,519

Provision for Loan Losses
90

 
300

 
180

 
495

Net Interest Income after Provision for Loan Losses
4,341

 
3,624

 
8,553


7,024

 
 
 
 
 
 
 
 
Non-Interest Income
 

 
 

 
 

 
 

Fees and service charges
91

 
98

 
174

 
169

Income from bank owned life insurance
98

 
105

 
195

 
212

Other
19

 
16

 
43

 
25

Total Non-Interest Income
208

 
219

 
412

 
406

 
 
 
 
 
 
 
 
Non-Interest Expenses
 

 
 

 
 

 
 

Salaries and employee benefits
1,677

 
1,578

 
3,482

 
3,084

Directors compensation
122

 
187

 
244

 
363

Occupancy and equipment
397

 
429

 
782

 
823

Service bureau fees
77

 
49

 
144

 
97

Advertising
9

 
5

 
13

 
8

FDIC assessment
69

 
37

 
123

 
70

Professional services
336

 
349

 
689

 
708

Other
212

 
184

 
409

 
382

Total Non-Interest Expenses
2,899

 
2,818

 
5,886

 
5,535

 
 
 
 
 
 
 
 
Income before Income Taxes
1,650

 
1,025

 
3,079

 
1,895

Income Tax Expense
407

 
293

 
814

 
614

Net Income
$
1,243

 
$
732

 
$
2,265

 
$
1,281

 
 
 
 
 
 
 
 
Earnings per share:
 

 
 

 
 

 
 

Basic
$
0.23

 
$
0.13

 
$
0.42

 
$
0.23

Diluted
$
0.23

 
$
0.13

 
$
0.42

 
$
0.23

See notes to unaudited consolidated financial statements.



4



MSB Financial Corp and Subsidiaries
Consolidated Statement of Changes in Stockholders’ Equity
(Unaudited)

(Dollars in Thousands)
 
Common Stock
Paid-In Capital
Retained Earnings
Unallocated Common Stock Held by ESOP
Total Stockholders' Equity
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance- January 1, 2018
 
$
58

$
51,068

$
23,641

$
(1,742
)
73,025

 
 
 
 
 
 
 
Net income
 


2,265


2,265

Allocation of ESOP stock
 

86


55

141

Repurchased Stock (249,837 shares)
 
(3
)
(4,633
)


(4,636
)
Stock-based compensation
 

167



167

Cash paid for common stock dividend
 


(2,456
)

(2,456
)
 
 
 
 
 
 
 
Balance - June 30, 2018
 
$
55

$
46,688

$
23,450

$
(1,687
)
$
68,506



5



MSB FINANCIAL CORP. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited)
 
Six Months Ended
June 30,
(Dollars in thousands)
2018
 
2017
Cash Flows from Operating Activities:
 
 
 
Net Income
$
2,265

 
$
1,281

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

 
 

Net accretion of securities premiums and discounts and deferred loan fees and costs
(31
)
 
(77
)
Depreciation and amortization of premises and equipment
287

 
272

Stock-based compensation and allocation of ESOP stock
307

 
249

Provision for loan losses
180

 
495

Income from bank owned life insurance
(195
)
 
(212
)
Increase in accrued interest receivable
(147
)
 
(24
)
Decrease (increase) in other assets
554

 
(129
)
Decrease in other liabilities
(1,456
)
 
(45
)
Net Cash Provided by Operating Activities
1,764

 
1,810

 
 
 
 
Cash Flows from Investing Activities:
 

 
 

    Activity in held to maturity securities:
 

 
 

Purchases
(8,969
)
 
(1,182
)
Maturities, calls and principal repayments
2,632

 
2,807

Net increase in loans receivable
(36,384
)
 
(42,594
)
Purchased loans

 
(23,399
)
Proceeds from sales of loans

 
7,250

Purchase of bank premises and equipment
(50
)
 
(217
)
Purchase of Federal Home Loan Bank of New York stock
(14,342
)
 
(6,261
)
Redemption of Federal Home Loan Bank of New York stock
12,261

 
5,431

   Net Cash Used in Investing Activities
(44,852
)
 
(58,165
)
 
 
 
 
Cash Flows from Financing Activities:
 

 
 

Net (decrease) increase in deposits
(401
)
 
27,764

Advances from Federal Home Loan Bank of New York
54,500

 
16,000

Repayment of advances from Federal Home Loan Bank of New York
(10,000
)
 

Increase in advance payments by borrowers for taxes and insurance
86

 
30

Cash dividends paid to stockholders
(2,456
)
 

Net exercise of options and repurchase of shares
(36
)
 

Proceeds from exercise of stock options

 
321

Repurchase of common stock
(4,600
)
 
(108
)
Net Cash Provided by Financing Activities
37,093

 
44,007

 
 
 
 
Net Decrease in Cash and Cash Equivalents
(5,995
)
 
(12,348
)
Cash and Cash Equivalents – Beginning
22,309

 
21,382

Cash and Cash Equivalents – Ending
$
16,314

 
$
9,034

 
 
 
 
Supplementary Cash Flows Information
 

 
 

Interest paid
$
2,455

 
$
1,497

Income taxes paid
758

 
795

See notes to unaudited consolidated financial statements.

6



MSB FINANCIAL CORP. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)


Note 1 – Organization and Business

MSB Financial Corp. (the "Company") is a Maryland-chartered corporation organized in 2014 to be the successor to MSB Financial Corp., a federal corporation ("Old MSB") upon completion of the second-step conversion of Millington Bank (the "Bank") from the two-tier mutual holding company structure to the stock holding company structure. MSB Financial, MHC (the "MHC") was the former mutual holding company for Old MSB prior to completion of the second-step conversion.  In conjunction with the second-step conversion, each of the MHC and Old MSB ceased to exist.
The Company's principal business is the ownership and operation of the Bank. The Bank is a New Jersey-chartered stock savings bank and its deposits are insured by the Federal Deposit Insurance Corporation. The primary business of the Bank is attracting retail deposits from the general public and using those deposits together with funds generated from operations, principal repayments on securities and loans and borrowed funds, for its lending and investing activities. The Bank's loan portfolio primarily consists of one-to-four family and home equity residential loans, commercial and multi-family real estate loans, commercial and industrial loans, and construction loans. It also invests in U.S. government obligations, corporate bonds, state and political subdivisions, certificate of deposits and mortgage-backed securities. The Bank is regulated by the New Jersey Department of Banking and Insurance and the Federal Deposit Insurance Corporation. The Board of Governors of the Federal Reserve System (the "Federal Reserve") regulates the Company as a bank holding company.
The primary business of Millington Savings Service Corp (the "Service Corp"), the Bank's wholly-owned subsidiary, was the ownership and operation of a single commercial rental property. This property was sold during the year ended June 30, 2007. Currently the Service Corp is inactive.

Note 2 – Basis of Consolidated Financial Statement Presentation

The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiary, the Bank, and the Bank's wholly owned subsidiary the Service Corp. All significant intercompany accounts and transactions have been eliminated in consolidation.  These consolidated financial statements were prepared in accordance with instructions for Form 10-Q and Regulation S-X, and therefore, do not include all information or notes necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States of America ("GAAP").
In the opinion of management, all adjustments, consisting of only normal recurring adjustments or accruals, which are necessary for a fair presentation of the consolidated financial statements have been made at June 30, 2018 and for the three and six months ended June 30, 2018 and 2017.  The results of operations for the three and six months ended June 30, 2018 are not necessarily indicative of the results which may be expected for an entire fiscal year or other interim periods.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of financial condition and revenues and expenses for the periods then ended. Actual results could differ significantly from those estimates.
Recent Accounting Pronouncements

In May 2014, the FASB issued Accounting Standards Update (ASU) No. 2014-9, "Revenue from Contracts with Customers (ASU 2014-9)", which supersedes nearly all existing revenue recognition guidance under GAAP. The core principle of ASU 2014-9 is to recognize revenues when promised goods or services are transferred to customers in an amount that reflects the consideration to which an entity expects to be entitled for those goods or services. ASU 2014-9 defines a five-step process to achieve this core principle and, in doing so, more judgment and estimates may be required within the revenue recognition process than are required under existing GAAP.  The FASB also subsequently issued ASUs Nos. 2016-8, 2016-10, 2016-12, 2016-20 and 2017-5 to augment, amend and clarify the original pronouncement.  The Company had evaluated all of its revenue streams and determined that the majority of its revenue is derived from financial instruments that are scoped out. In addition, non-interest revenue streams were evaluated, including deposit and service charges and interchange fees. The adoption of this guidance has not changed the recognition of our current revenue sources.


7


Note 2 - Basis of Consolidated Financial Statement Presentation (Continued)


In January 2016, the FASB issued ASU No. 2016-1, "Financial Instruments - Overall." The guidance in this ASU among other things, (1) requires equity investments with certain exceptions, to be measured at fair value with changes in fair value recognized in net income, (2) simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment, (3) eliminates the requirement for public businesses entities to disclose the methods and significant assumptions used to estimate the fair value that is required to be disclosed for financial instruments measured at amortized cost on the balance sheet, (4) requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes, (5) requires an entity to present separately in other comprehensive income the portion of the change in fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments, (6) requires 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 and (7) clarifies that an entity should evaluate the need for a valuation allowance on a deferred tax asset related to available-for-sale securities. The guidance in this ASU was effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The adoption of this guidance effective January 1, 2018, did not have a material impact on our consolidated financial statements. 

In February 2016, the FASB issued ASU No. 2016-2, "Leases" (Topic 842). This ASU revises the method for lessee accounting. Under the new guidance, lessees will be required to recognize a right-of-use asset and a lease liability for all leases. The new lease guidance also simplified the accounting for sale and leaseback transactions primarily due to the recognition of lease assets and lease liabilities. ASU 2016-2 is effective for the first interim period within annual periods beginning after December 15, 2018, with early adoption permitted. The standard is required to be adopted using the modified retrospective transition approach for leases existing at, or entered into after, the beginning of the earliest comparative period presented in the financial statements. We currently expect that upon adoption of ASU 2016-2, right-of-use assets and lease liabilities will be recognized in our consolidated statements of condition in amounts that will be material; however, we do not expect a material impact to our consolidated income statement.

In June 2016, the FASB issued ASU No. 2016-13, "Measurement of Credit Losses on Financial Instruments." This ASU requires credit losses on most financial assets measured at amortized cost and certain other instruments to be measured using an expected credit loss model. Under this model, entities will estimate credit losses over the entire contractual term of the instrument. The standard is effective for public companies in annual and interim periods in fiscal years beginning after December 15, 2019. Early adoption is permitted, including adoption in the interim or annual period provided that the entire standard is adopted. We are currently evaluating the impact of ASU 2016-13 on our consolidated financial statements. We have taken steps to begin preparations for implementation, such as evaluating changes to our current loss recognition model and evaluating the potential use of outside professionals for an updated model.





Note 3 – Earnings Per Share

The following table shows the computation of basic and diluted earnings per share:

 
Three Months Ended
June 30,
 
Six Months Ended
June 30,
(In Thousands, Except Per Share Data)
2018
 
2017
 
2018
 
2017
Numerator:
 
 
 
 
 
 
 
Net income
$
1,243

 
$
732

 
$
2,265

 
$
1,281

 
 
 
 
 
 
 
 
Denominator:
 

 
 

 
 

 
 

Weighted average common shares
5,331

 
5,540

 
5,400

 
5,530

Dilutive potential common shares
44

 
139

 
41

 
131

Weighted average fully diluted shares
5,375

 
5,679

 
5,441

 
5,661

 
 
 
 
 
 
 
 
Earnings per share:
 

 
 

 
 

 
 

Basic
$
0.23

 
$
0.13

 
$
0.42

 
$
0.23

Dilutive
$
0.23

 
$
0.13

 
$
0.42

 
$
0.23


8




For three and six months ended June 30, 2018 and June 30, 2017, there were no anti-dilutive securities.

9


Note 4 - Securities Held to Maturity - Continued


Note 4 - Securities Held to Maturity
All mortgage-backed securities at June 30, 2018 and December 31, 2017 have been issued by FNMA, FHLMC or GNMA and are secured by one-to-four family residential real estate. The amortized cost and fair value of securities held to maturity at June 30, 2018 and December 31, 2017, as shown below, are reported in total.  Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
The amortized cost of securities held to maturity and their fair values as of June 30, 2018 and December 31, 2017 are summarized as follows:
(In Thousands)
Amortized
 Cost
 
Gross Unrecognized Gains
 
Gross Unrecognized Losses
 
Fair Value
June 30, 2018
 
U.S. Government agencies:
 
 
 
 
 
 
 
Due within one year
$
3,500

 
$

 
$
22

 
$
3,478

Due after one year through five years
1,000

 

 
17

 
983

Due after five through ten years
3,000

 

 

 
3,000

Due after ten years
3,000

 

 

 
3,000

 
 
 
 
 
 
 
 
Total U.S. Government agencies
10,500

 

 
39

 
10,461

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities
25,630

 
90

 
513

 
25,207

 
 
 
 
 
 
 
 
Corporate bonds:
 

 
 

 
 

 
 

Due within one year
502

 
1

 

 
503

Due after one year through five years
1,500

 
9

 

 
1,509

Due after five through ten years
1,000

 

 
41

 
959

Due after ten years
4,000

 

 
517

 
3,483

Total Corporate bonds
7,002

 
10

 
558

 
6,454

 
 
 
 
 
 
 
 
State and political subdivisions:
 

 
 

 
 

 
 

Due within one year
151

 

 
1

 
150

Due after one through five years
678

 

 
5

 
673

Due after five through ten years
364

 

 
5

 
359

Total State and political subdivisions
1,193

 

 
11

 
1,182

 
 
 
 
 
 
 
 
Certificates of deposit:
 

 
 

 
 

 
 

Due within one year
445

 
1

 
1

 
445

Total Certificates of deposit
445

 
1

 
1

 
445

 
 
 
 
 
 
 
 
Total Securities held to maturity
$
44,770

 
$
101

 
$
1,122

 
$
43,749


10


Note 4 - Securities Held to Maturity - Continued


 
 (In Thousands)
Amortized
 Cost
 
Gross Unrecognized Gains
 
Gross Unrecognized Losses
 
Fair Value
December 31, 2017
 
U.S. Government agencies:
 
 
 
 
 
 
 
Due within one year
$
3,500

 
$

 
$
16

 
$
3,484

Due after one year through five years
2,000

 

 
26

 
1,974

Total U.S. Government Agencies
5,500

 

 
42

 
5,458

 
 
 
 
 
 
 
 
Mortgage-backed securities
23,839

 
263

 
207

 
23,895

 
 
 
 
 
 
 
 
Corporate bonds:
 

 
 

 
 

 
 

Due within one year
512

 
3

 

 
515

Due after one year through five years
1,500

 
4

 

 
1,504

Due after five years through ten years
1,000

 

 
35

 
965

Due thereafter
4,000

 

 
209

 
3,791

Total Corporate bonds
7,012

 
7

 
244

 
6,775

 
 
 
 
 
 
 
 
State and political subdivisions:
 

 
 

 
 

 
 

Due within one year
151

 

 
1

 
150

Due after one through five years
680

 
1

 
4

 
677

Due after five through ten years
365

 

 

 
365

Total State and political subdivisions
1,196

 
1

 
5

 
1,192

 
 
 
 
 
 
 
 
Certificates of deposit:
 

 
 

 
 

 
 

Due within one year
935

 
1

 
1

 
935

Total Certificates of deposit
935

 
1

 
1

 
935

 
 
 
 
 
 
 
 
Total Securities held to maturity
$
38,482

 
$
272

 
$
499

 
$
38,255


There were no sales of securities held to maturity during the three and six month periods June 30, 2018 or 2017.  At June 30, 2018 and December 31, 2017, securities held to maturity with an amortized cost and fair value of approximately $2.0 million and $1.0 million, respectfully, were pledged to secure public funds on deposit.
The following tables set forth the gross unrecognized losses and fair value of securities in an unrecognized loss position as of June 30, 2018 and December 31, 2017, and the length of time that such securities have been in an unrecognized loss position.
 
Less than 12 Months
 
More than 12 Months
 
Total
 
Fair Value
 
Gross Unrecognized Losses
 
Fair Value
 
Gross Unrecognized Losses
 
Fair Value
 
Gross Unrecognized Losses
(In Thousands)
 
June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
U.S. Government
agencies
$

 
$

 
$
4,462

 
$
39

 
$
4,462

 
$
39

Mortgage-backed
   securities
9,944

 
257

 
5,884

 
256

 
15,828

 
513

Corporate bonds

 

 
4,442

 
558

 
4,442

 
558

State and political subdivisions
1,182

 
11

 

 

 
1,182

 
11

Certificates of deposit
245

 
1

 

 

 
245

 
1

 
 
 
 
 
 
 
 
 
 
 
 
Total securities with gross unrecognized losses
$
11,371

 
$
269

 
$
14,788

 
$
853

 
$
26,159

 
$
1,122



11


Note 4 - Securities Held to Maturity - Continued


 
Less than 12 Months
 
More than 12 Months
 
Total
 
Fair Value
 
Gross Unrecognized Losses
 
Fair Value
 
Gross Unrecognized Losses
 
Fair Value
 
Gross Unrecognized Losses
(In Thousands)
 
December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
U.S. Government
agencies
$
1,000

 
$
1

 
$
4,458

 
$
41

 
$
5,458

 
$
42

Mortgage-backed
   securities
7,796

 
88

 
5,558

 
119

 
13,354

 
207

Corporate bonds

 

 
4,756

 
244

 
4,756

 
244

State and political subdivisions
655

 
5

 

 

 
655

 
5

Certificates of deposit
245

 
1

 

 

 
245

 
1

 
 
 
 
 
 
 
 
 
 
 
 
Total securities with gross unrecognized losses
$
9,696

 
$
95

 
$
14,772

 
$
404

 
$
24,468

 
$
499


At June 30, 2018, management concluded that the unrecognized losses summarized above (which related to four U.S. Government agency bonds, twenty mortgage-backed securities, three corporate bonds, seven state and political subdivision security and one certificate of deposit, compared to five U.S. Government agency bonds, thirteen mortgage-backed securities, three corporate bonds, two state and political subdivision bonds, and three certificate of deposit as of December 31, 2017) are temporary in nature since they are not related to the underlying credit quality of the issuer.  As of June 30, 2018, the Company does not intend to sell these securities and it is not more-likely-than-not that the Company would be required to sell these securities prior to the anticipated recovery of the remaining amortized cost.  Management believes that the losses above are primarily related to the change in market interest rates. Accordingly, the Company has not recognized any other-than-temporary impairment loss on these securities.

12


Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

Note 5 - Loans Receivable and Allowance for Credit Losses
The composition of loans receivable at June 30, 2018 and December 31, 2017 was as follows:

(In Thousands)
June 30, 2018
 
December 31, 2017
Residential mortgage:
 
 
 
One-to-four family
$
151,372

 
$
157,876

Home equity
26,174

 
26,803

 
 
 
 
Total residential mortgages
177,546

 
184,679

 
 
 
 
Commercial loans:
 

 
 

Commercial and multi-family real estate
214,653

 
196,681

Construction
48,423

 
43,718

Commercial and industrial
94,140

 
73,465

 
 
 
 
Total commercial loans
357,216

 
313,864

 
 
 
 
Consumer:
608

 
618

 
 
 
 
Total loans receivable
535,370

 
499,161

 
 
 
 
Less:
 

 
 

Loans in process
19,594

 
19,868

Deferred loan fees
491

 
474

Allowance for loan losses
5,596

 
5,414

 
 
 
 
Total adjustments
25,681

 
25,756

 
 
 
 
Loans receivable, net
$
509,689

 
$
473,405



13


Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

Allowance for Loan Losses

The following tables provide an analysis of the allowance for loan losses and the loan receivable recorded investments, by portfolio segment, segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of June 30, 2018 and 2017 and loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of December 31, 2017:

  (In Thousands)
Residential
 Mortgage
 
Commercial and
Multi-Family
Real Estate
 
Construction
 
Commercial and
Industrial
 
Consumer
 
Unallocated
 
Total
Three Months Ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses:
 

 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning
$
1,997

 
$
2,274

 
$
321

 
$
774

 
$
3

 
$
137

 
$
5,506

Provisions (credits)
(111
)
 
195

 
10

 
94

 
2

 
(100
)
 
$
90

Loans charged-off

 

 

 

 
(1
)
 

 
$
(1
)
Recoveries
1

 

 

 

 

 

 
$
1

Balance, ending
$
1,887

 
$
2,469

 
$
331

 
$
868

 
$
4

 
$
37

 
$
5,596

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2018
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses:
 

 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning
$
1,852

 
$
2,267

 
$
302

 
$
710

 
$
5

 
$
278

 
$
5,414

Provisions (credits)
30

 
202

 
29

 
158

 
2

 
(241
)
 
$
180

Loans charged-off

 

 

 

 
(3
)
 

 
$
(3
)
Recoveries
5

 

 

 

 

 

 
$
5

Balance, ending
$
1,887

 
$
2,469

 
$
331

 
$
868

 
$
4

 
$
37

 
$
5,596

 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2018 allowance allocated to:
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans individually evaluated for impairment
$
25

 
$

 
$

 
$

 
$

 
$

 
$
25

Loans collectively evaluated for impairment
1,862

 
2,469

 
331

 
868

 
4

 
37

 
$
5,571

Ending Balance
$
1,887

 
$
2,469

 
$
331

 
$
868

 
$
4

 
$
37

 
$
5,596

 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2018 loan balances evaluated for:
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans individually evaluated for impairment
$
11,732

 
$
2,068

 
$

 
$
193

 
$

 
$

 
$
13,993

Loans collectively evaluated for impairment
165,734

 
212,295

 
28,770

 
93,885

 
608

 

 
$
501,292

Ending Balance
$
177,466

 
$
214,363

 
$
28,770

 
$
94,078

 
$
608

 
$

 
$
515,285


14


Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

  (In Thousands)
Residential
 Mortgage
 
Commercial and
Multi-Family
Real Estate
 
Construction
 
Commercial and
Industrial
 
Consumer
 
Unallocated
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Three Months Ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses:
 

 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning
$
1,785

 
$
1,426

 
$
339

 
$
1,022

 
$
7

 
$
47

 
$
4,626

Provisions (credits)
26

 
172

 
(24
)
 
141

 
4

 
(19
)
 
$
300

Loans charged-off

 

 

 

 
(2
)
 

 
$
(2
)
Recoveries
1

 

 

 

 

 

 
$
1

Balance, ending
$
1,812

 
$
1,598

 
$
315

 
$
1,163

 
$
9

 
$
28

 
$
4,925

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Six Months Ended June 30, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan losses:
 

 
 
 
 
 
 
 
 
 
 
 
 
Balance, beginning
$
1,808

 
$
1,441

 
$
248

 
$
882

 
$
6

 
$
91

 
$
4,476

Provisions (credits)
3

 
200

 
67

 
282

 
6

 
(63
)
 
$
495

Loans charged-off
(2
)
 
(43
)
 

 
(1
)
 
(3
)
 

 
$
(49
)
Recoveries
3

 

 

 

 

 

 
$
3

Balance, ending
$
1,812

 
$
1,598

 
$
315

 
$
1,163

 
$
9

 
$
28

 
$
4,925

 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2017 allowance allocated to:
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans  individually evaluated for impairment
$
100

 
$

 
$

 
$

 
$

 
$

 
$
100

Loans  collectively evaluated for impairment
1,712

 
1,598

 
315

 
1,163

 
9

 
28

 
$
4,825

Ending Balance
$
1,812

 
$
1,598

 
$
315

 
$
1,163

 
$
9

 
$
28

 
$
4,925

 
 
 
 
 
 
 
 
 
 
 
 
 
 
June 30, 2017 loan balances evaluated for:
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans individually evaluated for impairment
$
14,562

 
$
1,750

 
$

 
$
212

 
$

 
$

 
$
16,524

Loans collectively evaluated for impairment
178,797

 
151,945

 
16,226

 
67,368

 
435

 

 
$
414,771

Ending Balance
$
193,359

 
$
153,695

 
$
16,226

 
$
67,580

 
$
435

 
$

 
$
431,295


15


Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

  (In Thousands)
Residential
 Mortgage
 
Commercial and
Multi-Family
Real Estate
 
Construction
 
Commercial and
Industrial
 
Consumer
 
Unallocated
 
Total
At December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Period-end allowance balances:
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans individually evaluated for impairment
$

 
$

 
$

 
$
27

 
$
1

 
$

 
$
28

Loans collectively evaluated for impairment
1,852

 
2,267

 
302

 
683

 
4

 
278

 
$
5,386

Ending Balance
$
1,852

 
$
2,267

 
$
302

 
$
710

 
$
5

 
$
278

 
$
5,414

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Period-end loan balances evaluated for:
 
 
 
 
 
 
 
 
 
 
 
 
 
Loans individually evaluated for impairment
$
12,609

 
$
2,057

 
$

 
$
205

 
$
1

 
$

 
$
14,872

Loans collectively evaluated for impairment
171,988

 
194,373

 
23,803

 
73,167

 
616

 

 
$
463,947

Ending Balance
$
184,597

 
$
196,430

 
$
23,803

 
$
73,372

 
$
617

 
$

 
$
478,819


Nonaccrual and Past Due Loans
The following table represents the recorded investments in classes of the loans receivable portfolio summarized by aging categories of performing loans and nonaccrual loans as of June 30, 2018 and December 31, 2017:

(In Thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
As of June 30, 2018
30-59 Days Past Due and Still Accruing
 
60-89 Days Past Due and Still Accruing
 
Greater than 90 Days and Still Accruing
 
Total
Past Due and Still Accruing
 
Accruing
Current
Balances
 
Nonaccrual
Loans
 
Total Loans
Receivables
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential Mortgage
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family
$
2,295

 
$
297

 
$
129

 
$
2,721

 
$
145,526

 
$
3,045

 
$
151,292

Home equity
775

 
99

 
470

 
1,344

 
24,789

 
41

 
26,174

Commercial and multi-family real estate
1,046

 

 

 
1,046

 
212,973

 
344

 
214,363

Construction

 

 

 

 
28,770

 

 
28,770

Commercial and industrial

 
100

 
100

 
200

 
93,878

 

 
94,078

Consumer
4

 
2

 

 
6

 
602

 

 
608

Total
$
4,120

 
$
498

 
$
699

 
$
5,317

 
$
506,538

 
$
3,430

 
$
515,285



16


Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

(In Thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2017
30-59 Days Past Due and Still Accruing
 
60-89 Days Past Due and Still Accruing
 
Greater than 90 Days and Still Accruing
 
Total
Past Due and Still Accruing
 
Accruing
Current
Balances
 
Nonaccrual
Loans
 
Total Loans
Receivables
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential Mortgage
 
 
 
 
 
 
 
 
 
 
 
 
 
One-to-four family
$
1,221

 
$
700

 
$

 
$
1,921

 
$
152,425

 
$
3,446

 
$
157,792

Home equity
605

 
16

 
157

 
778

 
25,912

 
115

 
26,805

Commercial and multi-family real estate

 

 

 

 
196,115

 
315

 
196,430

Construction

 

 

 

 
23,803

 

 
23,803

Commercial and industrial
68

 

 

 
68

 
73,205

 
99

 
73,372

Consumer

 
5

 
1

 
6

 
611

 

 
617

Total
$
1,894

 
$
721

 
$
158

 
$
2,773

 
$
472,071

 
$
3,975

 
$
478,819


Impaired Loans

The following tables provide an analysis of the impaired loans at June 30, 2018 and December 31, 2017 and the average balances of such loans for the six months and year, respectively, then ended:

(In Thousands)
 
 
 
 
 
 
 
 
 
 
 
June 30, 2018
Recorded Investment
 
Loans with
 No Related
 Reserve
 
Loans with
 Related
 Reserve
 
Related
 Reserve
 
Contractual
 Principal
 Balance
 
Average
 Recorded Investment
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
 
 
 
 
 
 
 
 
 
 
 
One-to-four family
$
10,078

 
$
9,744

 
$
334

 
$
25

 
$
10,689

 
$
10,483

Home equity
1,654

 
1,654

 

 

 
1,744

 
1,440

 
 
 
 
 
 
 
 
 
 
 
 
Commercial and multi-family real estate
2,068

 
2,068

 

 

 
2,706

 
2,054

Construction

 

 

 

 

 

Commercial and industrial
193

 
193

 

 

 
234

 
198

Consumer

 

 

 

 

 
1

Total
$
13,993

 
$
13,659

 
$
334

 
$
25

 
$
15,373

 
$
14,176

(In Thousands)
 
 
 
 
 
 
 
 
 
 
 
December 31, 2017
Recorded Investment
 
Loans with
 No Related
 Reserve
 
Loans with
 Related
 Reserve
 
Related
 Reserve
 
Contractual
 Principal
 Balance
 
Average
 Recorded Investment
 
 
 
 
 
 
 
 
 
 
 
 
Residential mortgage
 
 
 
 
 
 
 
 
 
 
 
One-to-four family
$
11,181

 
$
11,181

 
$

 
$

 
$
11,729

 
$
12,256

Home equity
1,428

 
1,428

 

 

 
1,522

 
1,335

 
 
 
 
 
 
 
 
 
 
 
 
Commercial and multi-family real estate
2,057

 
2,057

 

 

 
2,680

 
1,787

Construction

 

 

 

 

 

Commercial and industrial
205

 
173

 
32

 
27

 
242

 
296

Consumer
1

 

 
1

 
1

 
1

 
1

Total
$
14,872

 
$
14,839

 
$
33

 
$
28

 
$
16,174

 
$
15,675


17


Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)


As of June 30, 2018 and December 31, 2017, impaired loans listed above included $11.6 million and $11.4 million, respectively, of loans modified in troubled debt restructurings ("TDR") and as such are considered impaired under GAAP.  As of June 30, 2018 and December 31, 2017, $9.7 million and $9.7 million, respectively, of these loans have been performing in accordance with their modified terms for an extended period of time and as such were removed from non-accrual status and considered performing.

Interest income of $120,000 and $89,000 was recognized on impaired loans during the three months ended June 30, 2018 and 2017. The average balance of impaired loans for the three months ended June 30, 2018 and June 30, 2017 was $13.8 million and $16.4 million, respectively.

Interest income of $236,000 and $195,000 was recognized on impaired loans during the six months ended June 30, 2018 and 2017. The average balance of impaired loans for the six months ended June 30, 2018 and June 30, 2017 was $14.2 million and $16.2 million, respectively.

 
Credit Quality Indicators

Management uses a nine point internal risk rating system to monitor the credit quality of the loans in the Company's commercial real estate, construction and commercial and industrial loan segments.  The borrower's overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated annually or when credit deficiencies, such as delinquent loan payments, arise. The criticized rating categories utilized by management generally follow bank regulatory definitions.

The Bank's rating categories are as follows:
1 – 5: The first five risk rating categories are considered not criticized, and are aggregated as "Pass" rated.
6: "Special Mention" category includes assets that are currently protected, but are potentially weak, resulting in increased credit risk and deserving management's close attention.  If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. 
7: "Substandard" loans have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt and have a distinct possibility that some loss will be sustained if the weaknesses are not corrected.  This includes loans that are inadequately protected by the current sound net worth and paying capacity of the obligor or of the collateral pledged, if any.
8: "Doubtful" loans have all the weaknesses inherent in loans classified "Substandard" with the added characteristic that collection or liquidation in full, on the basis of current conditions and facts, is highly improbable. 
9: "Loss" loans are considered uncollectible and subsequently charged off.

The following table presents the recorded investment in classes of the loans receivable portfolio summarized by the aggregate "Pass" and the criticized categories of "Special Mention", "Substandard", "Doubtful" and "Loss" within the internal risk rating system as of June 30, 2018 and December 31, 2017:

(In Thousands)
 
 
 
 
 
 
 
 
 
 
 
As of June 30, 2018
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and multi-family real estate
$
211,222

 
$
2,082

 
$
1,059

 
$

 
$

 
$
214,363

Construction
28,770

 

 

 

 

 
28,770

Commercial and industrial
93,441

 
422

 
215

 

 

 
94,078

 
 
 
 
 
 
 
 
 
 
 
 
Total
$
333,433

 
$
2,504

 
$
1,274

 
$

 
$

 
$
337,211



18


Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

(In Thousands)
 
 
 
 
 
 
 
 
 
 
 
As of December 31, 2017
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
 
 
 
 
 
 
 
 
 
 
 
 
Commercial and multi-family real estate
$
193,982

 
$
1,415

 
$
1,033

 
$

 
$

 
$
196,430

Construction
23,803

 

 

 

 

 
23,803

Commercial and industrial
72,962

 
182

 
228

 

 

 
73,372

 
 
 
 
 
 
 
 
 
 
 
 
Total
$
290,747

 
$
1,597

 
$
1,261

 
$

 
$

 
$
293,605


Management further monitors the performance and credit quality of the residential portfolio by analyzing the age of the portfolio as determined by the length of time a recorded payment is past due. These credit quality indicators are assessed in the aggregate in these relatively homogeneous portfolios. Loans greater than 90 days past due are generally considered nonperforming and placed on nonaccrual status. 

(In Thousands)
Residential mortgage
 
Consumer
 
Total Residential and Consumer
 
Jun 30, 2018
 
Dec 31, 2017
 
Jun 30, 2018
 
Dec 31, 2017
 
Jun 30, 2018
 
Dec 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
Nonperforming
$
3,685

 
$
3,718

 
$

 
$
1

 
$
3,685

 
$
3,719

 
 
 
 
 
 
 
 
 


 
 
Performing
173,781

 
180,879

 
608

 
616

 
174,389

 
181,495

 
 
 
 
 
 
 
 
 
 
 
 
Total
$
177,466

 
$
184,597

 
$
608

 
$
617

 
$
178,074

 
$
185,214


Troubled Debt Restructurings
Loans, the terms of which are modified, are classified as a TDR if, in connection with the modification, the Company grants such borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a TDR generally involve a reduction in the loan's interest rate below market rates given the associated credit risk, or an extension of a loan's stated maturity date or capitalization of interest and/or escrow. Nonaccrual TDRs are restored to accrual status if principal and interest payments, under the modified terms, are current for six consecutive months after modification.  Loans classified as TDRs are designated as impaired until they are ultimately repaid in full or foreclosed and sold.  The nature and extent of impairment of TDRs, including those which experienced a subsequent default, is considered in the determination of an appropriate level of allowance for loan losses.

The recorded investment balance of TDRs totaled $11.6 million at June 30, 2018 compared with $11.4 million at December 31, 2017.  The majority of the Company's TDRs are on accrual status. Accruing TDRs totaled $9.7 million at June 30, 2018 versus $9.7 million at December 31, 2017.  The total of TDRs on non-accrual status was $1.9 million at June 30, 2018 and $1.7 million at December 31, 2017.
                  
The Company did not modify any loans as a TDR during the three months ended June 30, 2018. For the three months ended June 30, 2017, the terms of five loans were modified into two TDRs. The Company refinanced and consolidated a one-to-four family loan and three commercial loans into a multi-family & commercial loan with an adjustable interest rate from a fixed interest rate. In addition, the Company refinanced a one-to-four family loan and capitalized the interest. For the six months ended June 30, 2018, the terms of one loan was modified into one TDR. The Company refinanced a multi-family & commercial loan that was restructured to extend the maturity date and capitalize the interest. For the six months ended June 30, 2017, the terms of twelve loans were modified into five TDRs. The Company refinanced and consolidated a one-to-four family and one home equity mortgage loan which was restructured to an adjustable interest rate from a fixed interest rate. In addition, the Company restructured a one-to-four family loan, a home equity loan and a commercial line of credit. These loans were consolidated into one one-to-four family TDR with an extended maturity date. The Company restructured a commercial loan and a multi-family real estate loan into one TDR and extended the maturity date. The Company refinanced and consolidated a one-to-four family loan and three commercial loans into a multi-family & commercial loan with an adjustable interest rate from a fixed interest rate. In addition, the Company refinanced a one-to-four family loan and capitalized the interest.
The following tables summarize by the recorded investment class loans modified into TDRs during the three and six months ended June 30, 2018 and June 30, 2017:

19


Note 5 - Loans Receivable and Allowance for Loan Losses (Continued)

 
Six Months Ended June 30, 2018
 
Number of
Contracts
 
Pre-Modification
Outstanding Recorded
Investments
 
Post-Modification
Outstanding Recorded
Investments
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
Commercial and multi-family real estate
1

 
374

 
392

 
 
 
 
 
 
 
 
 
 
 
 
Total
1

 
$
374

 
$
392

 
 
 
 
 
 
 
Three Months Ended June 30, 2017
 
Number of
Contracts
 
Pre-Modification
Outstanding Recorded
Investments
 
Post-Modification
Outstanding Recorded
Investments
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
Residential Mortgage
 
 
 
 
 
One-to-four family
2

 
$
444

 
$
405

Commercial and multi-family real estate

 

 
263

Commercial
3

 
153

 

 
 
 
 
 
 
Total
5

 
$
597

 
$
668

 
Six Months Ended June 30, 2017
 
Number of
Contracts
 
Pre-Modification
Outstanding Recorded
Investments
 
Post-Modification
Outstanding Recorded
Investments
 
 
 
(Dollars in thousands)
 
 
 
 
 
 
Residential Mortgage
 
 
 
 
 
One-to-four family
4

 
$
1,019

 
$
1,283

Home equity
2

 
99

 

Commercial and multi-family real estate
1

 
419

 
661

Commercial
5

 
283

 

 
 
 
 
 
 
Total
12

 
$
1,820

 
$
1,944


A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.  There were no loans modified in TDRs during the previous 12 months and for which there was a subsequent payment default for the three and six months ended June 30, 2018 and 2017.

There was no Other Real Estate Owned ("OREO") at June 30, 2018 and December 31, 2017. We may obtain physical possession of residential real estate collateralizing consumer mortgage loans via foreclosure or in-substance repossession. At June 30, 2018 and December 31, 2017, we had consumer loans with a carrying value of $375,000  and $1.2 million, respectively, collateralized by residential real estate property for which formal foreclosure proceedings were in process.

Note 6 - Fair Value Measurements
The Company uses fair value measurements to record fair value adjustments to certain assets and certain liabilities and to determine fair value disclosures.
FASB ASC Topic 820, Fair Market Value Disclosures ("ASC 820"), defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. A fair value measurement

20


Note 6 - Fair Value Measurements (Continued)


assumes that the transaction to sell the asset or transfer the liability occurs in the principal market for the asset or liability or, in the absence of a principal market, the most advantageous market for the asset or liability. The price in the principal (or most advantageous) market used to measure the fair value of the asset or liability shall not be adjusted for transaction costs. An orderly transaction is a transaction that assumes exposure to the market for a period prior to the measurement date to allow for marketing activities that are usual and customary for transactions involving such assets and liabilities; it is not a forced transaction. Market participants are buyers and sellers in the principal market that are (i) independent, (ii) knowledgeable, (iii) able to transact and (iv) willing to transact.
ASC 820 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. The market approach uses prices and other relevant information generated by market transactions involving identical or comparable assets and liabilities. The income approach uses valuation techniques to convert future amounts, such as cash flows or earnings, to a single present amount on a discounted basis. The cost approach is based on the amount that currently would be required to replace the service capacity of an asset (replacement cost). Valuation techniques should be consistently applied. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity's own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, ASC 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs.
The fair value hierarchy is as follows:

Level 1 Inputs – Unadjusted quoted prices in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date.
Level 2 Inputs – Inputs other than quoted prices included in Level 1 that are observable for the asset or liability, either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived principally from or corroborated by market data by correlation or other means.
Level 3 Inputs – Unobservable inputs for determining the fair values of assets or liabilities that reflect an entity's own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.
A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.  An asset's or liability's level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
In general, fair value is based upon quoted market prices, where available. If such quoted market prices are not available, fair value is based upon internally developed models that primarily use, as inputs, observable market-based parameters. Valuation adjustments may be made to ensure that financial instruments are recorded at fair value. These adjustments may include amounts to reflect counterparty credit quality, among other things, as well as unobservable parameters. Any such valuation adjustments are applied consistently over time. The Company's valuation methodologies may produce a fair value calculation that may not be indicative of net realizable value or reflective of future values. While management believes the Company's valuation methodologies are appropriate and consistent with other market participants, the use of different methodologies or assumptions to determine the fair value of certain financial instruments could result in a different estimate of fair value at the reporting date.
Assets Measured at Fair Value on a Recurring Basis
The Bank did not have any financial assets measured at fair value on a recurring basis as of June 30, 2018 and December 31, 2017.

Assets Measured at Fair Value on a Non-Recurring Basis
Certain financial and non-financial assets are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).
The following table summarizes those assets measured at fair value on a non-recurring basis as of June 30, 2018 and December 31, 2017:

21


Note 6 - Fair Value Measurements (Continued)


 
As of June 30, 2018
 
Level 1
Inputs
 
Level 2
Inputs
 
Level 3
Inputs
 
Total Fair
 Value
 
(In thousands)
Impaired loans
$

 
$

 
$
309

 
$
309


 
As of December 31, 2017
 
Level 1
Inputs
 
Level 2
Inputs
 
Level 3
Inputs
 
Total Fair
 Value
 
(In thousands)
Impaired loans
$

 
$

 
$
6

 
$
6


For Level 3 assets measured at fair value on a non-recurring basis as of June 30, 2018 and December 31, 2017, the significant unobservable inputs used in fair value measurements were as follows:
 
As of June 30, 2018
 
Fair Value
 
Valuation Techniques
 
Unobservable
Input
 
Range (Weighted Average)
 
(Dollars in thousands)
Impaired loans
$
309

 
Appraisal of collateral
 
Appraisal adjustments
 
 0% (0%)
 
 
 
 
 
Liquidation expense
 
19.0% (19.0%)

 
As of December 31, 2017
 
Fair Value
 
Valuation Techniques
 
Unobservable
Input
 
Range (Weighted Average)
 
(Dollars in thousands)
Impaired loans
$
6

 
Appraisal of collateral
 
Appraisal adjustments
 
475.6% (475.6%)
 
 
 
 
 
Liquidation expense
 
0% (0%)

A loan is measured for impairment at the time the loan is identified as impaired.  Loans are considered impaired when based on current information and events it is probable that payments of interest and principal will not be made in accordance with the contractual terms of the loan agreement.  The Company's impaired loans are generally collateral dependent and, as such, are carried at the lower of cost or fair value less estimated selling costs.  Fair values are estimated through current appraisals and adjusted as necessary to reflect current market conditions and as such are classified as Level 3.

Disclosure about Fair Value of Financial Instruments
The carrying amount and fair value (represents exit price) of financial instruments, at June 30, 2018 and December 31, 2017 were as follows:

22


Note 6 - Fair Value Measurements (Continued)


 
Carrying
 
Fair
 
Level 1
 
Level 2
 
Level 3
As of June 30, 2018
Amount
 
Value
 
Inputs
 
Inputs
 
Inputs
 
 
 
(In thousands)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial assets:
 
 
 
 
 
 
 
 
 
Cash and due from banks

$
16,314

 
$
16,314

 
$
16,314

 
 
 
 
Securities held to maturity
44,770

 
43,749

 

 
43,749

 

Loans receivable
509,689

 
495,946

 

 

 
495,946

Federal Home Loan Bank of New York stock
4,212

 
4,212

 
4,212

 
 
 
 
Accrued interest receivable
1,754

 
1,754

 
1,754

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
Deposits
448,512

 
449,561

 

 
449,561

 

Advances from Federal Home Loan Bank of New York
82,175

 
57,459

 

 
57,459

 

 
 
 
 
 
 
 
 
 
 
As of December 31, 2017
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial assets:
 
 
 
 
 
 
 
 
 
Cash and due from banks

$
22,309

 
$
22,309

 
$
22,309

 
 
 
 
Securities held to maturity
38,482

 
38,255

 

 
38,255

 

Loans receivable
473,405

 
472,881

 

 

 
472,881

Federal Home Loan Bank of New York stock
2,131

 
2,131

 
2,131

 
 
 
 
Accrued interest receivable
1,607

 
1,607

 
1,607

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Financial liabilities:
 
 
 
 
 
 
 
 
 
Deposits
448,913

 
450,580

 

 
450,580

 

Advances from Federal Home Loan Bank of New York
37,675

 
37,400

 

 
37,400

 


Cash and Cash Equivalents
For cash and cash equivalents, the carrying amount is a reasonable estimate of fair value.

Securities Held to Maturity
The fair value for securities held to maturity is based on quoted market prices, where available. If quoted market prices are not available, fair value is estimated using quoted market prices for similar securities.

Loans Receivable
The fair value of loans is based upon a multitude of sources, including assumed current market rates by category and the Bank's current offering rates.  Both fixed and variable rate loan fair values are derived at using a discounted cash flow methodology.  For variable rate loans, repricing terms, including next reprice date, reprice frequency and reprice rate are factored into the discounted cash flow formula.

Federal Home Loan Bank Stock
The carrying amount of FHLB of New York stock approximates fair value since the Company is generally able to redeem this stock at par.

Accrued Interest Receivable and Payable
The carrying amounts of accrued interest receivable and payable approximate fair value due to the short term nature of these instruments.

Deposits
Fair values for demand deposits, savings accounts and club accounts are, by definition, equal to the amount payable on demand at the reporting date. Fair values of fixed-maturity certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on similar instruments with similar maturities.


23


Note 6 - Fair Value Measurements (Continued)


Advances from Federal Home Loan Bank of New York
Fair values of advances are estimated using discounted cash flow analyses, based on rates currently available to the Company for advances from the FHLB of New York with similar terms and remaining maturities.

Off-Balance Sheet Financial Instruments
Fair values of commitments to extend credit are estimated using the fees currently charged to enter into similar agreement, into account market interest rates, the remaining terms, and the present credit worthiness of the counterparties.  As of June 30, 2018 and December 31,2017, the fair value of the commitments to extend credit was not considered to be material.


ITEM 2MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This Form 10-Q contains forward-looking statements, which can be identified by the use of words such as "believes," "expects," "anticipates," "estimates" or similar expressions. Forward – looking statements include:
Statements of our goals, intentions and expectations;
Statements regarding our business plans, prospects, growth and operating strategies;
Statements regarding the quality of our loan and investment portfolios; and
Estimates of our risks and future costs and benefits.
 
These forward-looking statements are subject to significant risks and uncertainties. Actual results may differ materially from those contemplated by the forward-looking statements due to, among others, the following factors:
General economic conditions, either nationally or in our market area, that are worse than expected;
The volatility of the financial and securities markets, including changes with respect to the market value of our financial assets;
Changes in government regulation affecting financial institutions and the potential expenses associated therewith;
Changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;
Our ability to enter into new markets and/or expand product offerings successfully and take advantage of growth opportunities;
Increased competitive pressures among financial services companies;
Changes in consumer spending, borrowing and savings habits;
Legislative or regulatory changes that adversely affect our business;
Adverse changes in the securities markets;
Our ability to successfully manage our growth; and
Changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board or the Public Company Accounting Oversight Board.

No forward-looking statement can be guaranteed and we specifically disclaim any obligation to update any forward-looking statement.

Critical Accounting Policies

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the dates of the consolidated statements of financial position and revenues and expenses for the periods then ended. Actual results could differ significantly from those estimates. A material estimate that is particularly susceptible to significant change relates to the determination of the allowance for loan losses.

The allowance for loan losses represents our best estimate of losses known and inherent in our loan portfolio that are both probable and reasonable to estimate. In determining the amount of the allowance for loan losses, we consider the losses inherent in our loan portfolio and changes in the nature and volume of our loan activities, along with general economic and real estate market conditions. We utilize a two-tier approach: (1) identification of impaired loans for which specific reserves may be established; and (2) establishment of general valuation allowances on the remainder of the loan portfolio. We maintain a loan review system which provides for a systematic review of the loan portfolio and the early identification of potential impaired loans. Such system takes into consideration, among other things, delinquency status, size of loan, type of collateral and the financial condition of the borrower. Specific loan loss allowances are established for identified loans based on a review of such information

24



and/or appraisals of the underlying collateral. General loan loss allowances are based upon a combination of factors including, but not limited to, actual loan loss experience, composition of the loan portfolio, current economic conditions and management's judgment.

In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowance for loan losses. Such agencies may require the Bank to recognize additions to the allowance based on their judgments about information available to them at the time of their examinations.

Although specific and general loan loss allowances are established in accordance with management's best estimates, actual losses are dependent upon future events and, as such, further provisions for loan losses may be necessary in order to increase the level of the allowance for loan losses. For example, our evaluation of the allowance includes consideration of current economic conditions, and a change in economic conditions could reduce the ability of our borrowers to make timely repayments of their loans. This could result in increased delinquencies and increased non-performing loans, and thus a need to make increased provisions to the allowance for loan losses, which would be a charge to income during the period the provision is made, resulting in a reduction to our earnings. A change in economic conditions could also adversely affect the value of the properties collateralizing our real estate loans, resulting in increased charge-offs against the allowance and reduced recoveries, and thus a need to make increased provisions to the allowance for loan losses. Furthermore, a change in the composition of our loan portfolio or growth of our loan portfolio could result in the need for additional provisions.

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

General. Total assets were $601.2 million at June 30, 2018, compared to $563.0 million at December 31, 2017, an increase of $38.2 million or 6.8%. During the period, the Company experienced growth of $36.3 million, or 7.7%, in loans receivable, net and $6.3 million, or 16.3%, in held to maturity securities. Federal Home Loan Bank of New York ("FHLBNY") stock increased $2.1 million, or 97.7%, due to an increase in borrowings during the period. The Company increased its FHLBNY overnight borrowings by $54.5 million during the six months ended June 30, 2018. Offsetting these increases were a decrease in cash and cash equivalents of $6.0 million, or 26.9%, from December 31, 2017 to June 30, 2018.

The ratio of average interest-earning assets to average-interest bearing liabilities was 119.5% for the six month period ended June 30, 2018 as compared to 126.1% for the six months ended June 30, 2017.

Loans. Loans receivable, net, increased by $36.3 million, or 7.7%, from $473.4 million at December 31, 2017 to $509.7 million at June 30, 2018.  Loans receivable, net represented 84.8% of the Company's assets at June 30, 2018 compared to 84.1% at December 31, 2017.  The Bank's commercial and industrial portfolio increased by $20.7 million on stronger loan demand, while the commercial real estate portfolio increased approximately $18.0 million and the construction portfolio increased $4.7 million as a result of borrowers utilizing funds to complete projects.  The residential mortgage portfolio decreased $7.2 million to $177.5 million from $184.7 million as of year-end 2017. All remaining portfolios were consistent with year-end levels.

Securities. Our portfolio of securities held to maturity totaled $44.8 million at June 30, 2018 as compared to $38.5 million at December 31, 2017.   Maturities, calls and principal repayments during the six months ended June 30, 2018 totaled $15.3 million and $9.0 million in purchases were made during the first six months of 2018.

Deposits. Total deposits at June 30, 2018 were $448.5 million compared with $448.9 million at December 31, 2017.  Overall, deposits were relatively flat. Non-interest demand balances and savings balances increased $5.8 million and $4.1 million, respectively. Non-interest demand balances increased to $42.7 million from $36.9 million from year end while savings balances increased to $109.3 million from $105.1 million from year end. In addition, certificates of deposit (including IRA) balances increased $3.9 million to $128.2 million compared to $124.3 million from year end. Offsetting these increases were declines in money market and interest demand balances of $13.0 million and $1.2 million, respectively. Money market balances declined to $14.4 million compared to $27.4 million while interest demand balances declined to $154.0 million compared to $155.2 million from year end.

Borrowings. Total borrowings at June 30, 2018 were $82.2 million compared with $37.7 million at December 31, 2017. Overnight advances with the Federal Home Loan Bank of New York at June 30, 2018 were $54.5 million while there were none at December 31, 2017.
   
Equity. Stockholders' equity was $68.5 million at June 30, 2018 compared to $73.0 million at December 31, 2017, a decrease of $4.5 million, or 6.2%. The decrease in shareholders' equity was primarily due to the repurchase of stock of $4.5 million and the payment of a special cash dividend in the aggregate amount of $2.5 million, partially offset by $2.3 million in net income.


25



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

General.   The Company had net income of $1.2 million for the three months ended June 30, 2018 compared to net income of $732,000 for the three months ended June 30, 2017, as an increase of $507,000 in net interest income and a decrease of $210,000 in the provision for loan losses, was partially offset by an increase of $81,000 in non-interest expense and $114,000 in income tax expense. The decrease in the provision expense was related to lower loan growth the Company experienced during the period.The decrease in the provision expense was related to improving factors the Company experienced during the year.

The Company had net income of $2.3 million for the six months ended June 30, 2018 compared to net income of $1.3 million for the six months ended June 30, 2017, as an increase of $1.2 million in net interest income and a decrease of $315,000 in the provision for loan losses was partially offset by an increase in non-interest expense of $351,000 and $200,000 in income tax expense and the decrease in the provision expense was related to improving factors the Company experienced during the year.

Net Interest Income.

The following tables provide information concerning the balances, yields and rates on interest-earning assets and interest-bearing liabilities during the periods indicated:

 
For the three months ended
 
6/30/2018
 
6/30/2017
Average Balance Sheet
(In Thousands)
Average
Balance
 
Interest
Income/
Expense
 
Yield
 
Average
Balance
 
Interest
Income/
Expense
 
Yield
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans receivable
$
500,959

 
$
5,436

 
4.34
%
 
$
417,065

 
$
4,444

 
4.26
%
Securities held to maturity
36,494

 
240

 
2.63
%
 
41,885

 
247

 
2.36
%
Other interest-earning assets
9,928

 
62

 
2.50
%
 
9,625

 
36

 
1.50
%
Total interest-earning assets
547,381

 
5,738

 
4.19
%
 
468,575

 
4,727

 
4.04
%
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan loss
(5,538
)
 
 

 
 

 
(4,695
)
 
 

 
 

Non-interest-earning assets
28,125

 
 

 
 

 
28,978

 
 

 
 

Total non-interest-earning assets
22,587

 
 

 
 

 
24,283

 
 

 
 

Total Assets
$
569,968

 
 

 
 

 
$
492,858

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 

 
 

 
 

 
 

 
 

 
 

Demand & money market
$
148,661

 
$
277

 
0.75
%
 
$
106,094

 
$
102

 
0.38
%
Savings and club deposits
108,593

 
137

 
0.50
%
 
104,953

 
62

 
0.24
%
Certificates of deposit
127,793

 
521

 
1.63
%
 
122,855

 
415

 
1.35
%
Total interest-bearing deposits
385,047

 
935

 
0.97
%
 
333,902

 
579

 
0.69
%
 
 
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Bank advances
74,192

 
372

 
2.01
%
 
37,715

 
224

 
2.38
%
Total interest-bearing liabilities
459,239

 
1,307

 
1.14
%
 
371,617

 
803

 
0.86
%
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing deposit
38,903

 
 

 
 

 
43,030

 
 

 
 

Other non-interest-bearing liabilities
2,495

 
 

 
 

 
3,363

 
 

 
 

Total Liabilities
500,637

 
 

 
 

 
418,010

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Equity
69,331

 
 

 
 

 
74,848

 
 

 
 

Total Liabilities and Equity
569,968

 
 

 
 

 
492,858

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Net Interest Spread
 

 
4,431

 
3.05
%
 
 

 
3,924

 
3.18
%
 
 
 
 
 
 
 
 
 
 
 
 
Net Interest Margin
 

 
 

 
3.24
%
 
 

 
 

 
3.35
%
 
 
 
 
 
 
 
 
 
 
 
 
Ratio of Interest Earning Assets to Interest Bearing Liabilities
119.19
%
 
 

 
 

 
126.09
%
 
 

 
 


26



 
 
 
 
 
 
 
 
 
 
 
 
 
For the six months ended
 
6/30/2018
 
6/30/2017
Average Balance Sheet
(In Thousands)
Average
Balance
 
Interest
Income/
Expense
 
Yield
 
Average
Balance
 
Interest
Income/
Expense
 
Yield
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans receivable
$
492,156

 
$
10,572

 
4.30
%
 
$
399,822

 
$
8,444

 
4.22
%
Securities held to maturity
37,074

 
459

 
2.48
%
 
42,581

 
498

 
2.34
%
Other interest-earning assets
10,215

 
136

 
2.66
%
 
10,475

 
78

 
1.49
%
Total interest-earning assets
539,445

 
11,167

 
4.14
%
 
452,878

 
9,020

 
3.98
%
 
 
 
 
 
 
 
 
 
 
 
 
Allowance for loan loss
(5,500
)
 
 

 
 

 
(4,610
)
 
 

 
 

Non-interest-earning assets
28,235

 
 

 
 

 
28,674

 
 

 
 

Total non-interest-earning assets
22,735

 
 

 
 

 
24,064

 
 

 
 

Total Assets
$
562,180

 
 

 
 

 
$
476,942

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 

 
 

 
 

 
 

 
 

 
 

Demand & money market
$
156,090

 
$
574

 
0.74
%
 
$
106,066

 
$
197

 
0.37
%
Savings and club deposits
107,550

 
239

 
0.44
%
 
104,367

 
120

 
0.23
%
Certificates of deposit
124,101

 
968

 
1.56
%
 
114,729

 
764

 
1.34
%
Total interest-bearing deposits
387,741

 
1,781

 
0.92
%
 
325,162

 
1,081

 
0.66
%
 
 
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Bank advances
38,563

 
653
 
2.05
%
 
33,874

 
420

 
2.49
%
Total interest-bearing liabilities
426,304

 
2,434

 
1.08
%
 
359,036

 
1,501

 
0.84
%
 
 
 
 
 
 
 
 
 
 
 
 
Non-interest-bearing deposit
37,593

 
 

 
 

 
40,440

 
 

 
 

Other non-interest-bearing liabilities
2,235

 
 

 
 

 
3,078

 
 

 
 

Total Liabilities
466,132

 
 

 
 

 
402,554

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Equity
70,862

 
 

 
 

 
74,388

 
 

 
 

Total Liabilities and Equity
$
536,994

 
 

 
 

 
$
476,942

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Net Interest Spread
 

 
8,733

 
3.06
%
 
 

 
7,519

 
3.14
%
 
 
 
 
 
 
 
 
 
 
 
 
Net Interest Margin
 

 
 

 
3.24
%
 
 

 
 

 
3.32
%
 
 
 
 
 
 
 
 
 
 
 
 
Ratio of Interest Earning Assets to Interest Bearing Liabilities
119.48
%
 
 

 
 

 
126.14
%


 
 



The Company's net interest margin decreased 11 basis points to 3.24% for the three months ended June 30, 2018 compared to 3.35% for the three months ended June 30, 2017. The yield on interest-earning assets increased by 15 basis points year over year while the cost of interest-bearing liabilities increased 28 basis points. The increase in the yield on interest-earning assets was attributable to the increase in commercial loan volume during the quarter. Commercial loans generally carry a higher rate than residential loans. The increase in the cost of interest-bearing liabilities was attributable to the increase in average demand and money market balances and higher rates in the deposit portfolio year over year.

For the six months ended June 30, 2018, the net interest margin decreased 8 basis points to 3.24% compared to 3.32% for the six months ended June 30, 2017. The average yield on interest-earning assets increased 16 basis points year over year while the average cost of interest-bearing liabilities increased 24 basis points. Similar to the quarterly discussion, the increase in the average yield on interest-earning assets was attributable to the increase in commercial loan volume year over year. The increase in the cost of interest-bearing liabilities was attributable to the increase in average demand and money market balances and higher rates in the deposit portfolio year over year.

Provision for Loan Losses.  The provision for loan losses decreased by $210,000 to $90,000 for the three months ended June 30, 2018 compared to a provision of $300,000 for the three months ended June 30, 2017. We recorded a provision for loan losses of $180,000 for the six month period ended June 30, 2018, compared to a provision for $495,000 for the six month period ended June 30, 2017. The decreased provision level during the current year period is attributable to improving factors during the quarter ended June 30, 2018 compared to the same period in 2017. The Company's management reviews the level of the allowance

27



for loan losses on a quarterly basis based on a variety of factors including, but not limited to, (1) the risk characteristics of the loan portfolio, (2) current economic conditions, (3) actual losses previously experienced, (4) the Company's level of loan growth and (5) the existing level of reserves for loan losses that are probable and estimable.  The Company had $4.1 million in nonperforming loans as of June 30, 2018 compared to $6.9 million as of June 30, 2017.  The allowance for loan losses to total loans ratio was 1.09% at June 30, 2018 compared to 1.14% at June 30, 2017, while the allowance for loan losses to non-performing loans ratio was 135.53% at June 30, 2018 compared to 71.21% at June 30, 2017.  Non-performing loans to total loans and net charge-offs to average loans outstanding ratios were at 0.80% and 0.00%, respectively, at and for the six months ended June 30, 2018 compared to 1.60% and 0.02% at and for the six months ended June 30, 2017.

Non-Interest Income. Non-interest income decreased $11,000, or 5.0%, to $208,000 during the three months ended June 30, 2018 compared to $219,000 for the three months ended June 30, 2017. Non-interest income was $412,000 for the six months ended June 30, 2018 compared to $406,000 for the comparable 2017 timeframe.

Non-Interest Expenses. During the three months ended June 30, 2018, non-interest expenses increased $81,000 to $2.9 million from $2.8 million for the three months ended June 30, 2017. Salaries and employee benefits increased by $99,000, or 6.3%, due to merit and infrastructure increases during the period. FDIC assessment expense increased $32,000, or 86.5%, primarily due to an increase in deposits year over year. Service bureau fees increased $28,000, or 57.1%, primarily due the reduction of relationship credits utilized during the period. Other expenses increased $28,000, or 15.22%, primarily due to debit card losses incurred during the period. Partially offsetting these increases were a decrease in directors' compensation of $65,000, or 34.8%, primarily due to the termination of the directors' retirement plan.

Non-interest expense increased $351,000 to $5.9 million for the year to date period ended June 30, 2018 as compared to the same period ended June 30, 2017. Salaries and benefits, FDIC assessment expense and service bureau fees increased by $398,000, $53,000, and $47,000, respectively, for the six months ended June 30, 2018 compared to the same six month period a year earlier. The increase in salaries and benefits was primarily due to merit and infrastructure increases during the period. In addition, FDIC assessment expense increased due to deposit growth while service bureau fees increased due to the reduction of relationship credits utilized during the period. Offsetting these increases, directors’ compensation decreased $119,000, or 32.78%, primarily due to the termination of the directors’ retirement plan.

Income Taxes. The income tax expense for the three months ended June 30, 2018 was $407,000 or 24.7% of the reported income before income taxes compared to a tax expense of $293,000 or 28.6% for the three months ended June 30, 2017. The income tax expense for the six months ended June 30, 2018 was $814,000, or 26.4% of the reported income before income taxes, compared to tax expense of $614,000, or 32.4% of the reported income before income taxes for the six months ended June 30, 2017. As a result of the passage of the Tax Cuts and Jobs Act on December 22, 2017, the federal tax rate for corporations was reduced to 21% during 2018. The increase in tax provision is attributable to an increase in pre-tax income offset by a decrease in the applicable tax rate.

 
Liquidity, Commitments and Capital Resources

The Bank must be capable of meeting its customer obligations at all times. Potential liquidity demands include funding loan commitments, cash withdrawals from deposit accounts and other funding needs as they present themselves. Accordingly, liquidity is measured by our ability to have sufficient cash reserves on hand, at a reasonable cost and/or with minimum losses.

Senior management is responsible for managing our overall liquidity position and risk and is responsible for ensuring that our liquidity needs are being met on both a daily and long term basis. The Financial Review Committee, comprised of senior management and chaired by the President and Chief Executive Officer, is responsible for establishing and reviewing our liquidity procedures, guidelines, and strategy on a periodic basis.

Our approach to managing day-to-day liquidity is measured through our daily calculation of investable funds and/or borrowing needs to ensure adequate liquidity. In addition, senior management constantly evaluates our short-term and long-term liquidity risk and strategy based on current market conditions, outside investment and/or borrowing opportunities, short and long-term economic trends, and anticipated short and long-term liquidity requirements. The Bank's loan and deposit rates may be adjusted as another means of managing short and long-term liquidity needs. We do not at present participate in derivatives or other types of hedging instruments to meet liquidity demands, as we take a conservative approach in managing liquidity.

At June 30, 2018, the Bank had outstanding commitments to originate loans of $5.3 million, construction loans in process of $19.6 million, unused lines of credit of $67.0 million (including $51.7 million for commercial lines of credit and $14.9 million

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for home equity lines of credit), and standby letters of credit of $359,000. Certificates of deposit scheduled to mature in one year or less at June 30, 2018, totaled $43.0 million.

As of June 30, 2018, the Bank had contractual obligations related to the long-term operating leases for the three branch locations that it leases (Loan Production Office, RiverWalk and Martinsville).

The Bank generates cash through deposits and/or borrowings from the FHLBNY to meet its day-to-day funding obligations when required.  At June 30, 2018, the total loans receivable to deposits ratio was 113.6%.  At June 30, 2018, the Bank's collateralized borrowing limit with the FHLBNY was $133.0 million, of which $82.2 million was outstanding.  As of June 30, 2018, the Bank also had a $13.0 million unsecured line of credit with one financial institution that it could access if necessary.

Consistent with its goals to operate a sound and profitable financial organization, the Bank actively seeks to maintain its status as a well-capitalized institution in accordance with regulatory standards. As of June 30, 2018, the Company and the Bank exceeded all applicable regulatory capital requirements.

ITEM 3 – QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

This item is not applicable to the Company as it is a smaller reporting company.

ITEM 4 – CONTROLS AND PROCEDURES
An evaluation was performed under the supervision, and with the participation of the Company's management, including the Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures (as defined in Rule l3a-l5(e) promulgated under the Securities Exchange Act of 1934, as amended) as of June 30, 2018. Based on such evaluation, the Company's Chief Executive Officer and Chief Financial Officer have concluded that the Company's disclosure controls and procedures are effective as of June 30, 2018.

No change in the Company's internal controls over financial reporting (as defined in Rule l3a-l5(f) promulgated under the Securities Exchange Act of 1934, as amended) occurred during the most recent fiscal quarter 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

There were no material pending legal proceedings at June 30, 2018 to which the Company or its subsidiaries is a party other than ordinary routine litigation incidental to their respective businesses. 

ITEM 1A – RISK FACTORS

This item is not applicable to the Company as it is a smaller reporting company.

ITEM 2 – UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS

On August 4, 2016, the Registrant announced that it has approved a stock repurchase plan to purchase up to 595,342 shares of the Registrant’s common stock. In connection with the repurchase plan, the Registrant entered into a Rule 10b5-1 plan with Keefe. Bruyette & Wood, Inc. The following table shows shares repurchased during the quarter ended June 30, 2018.

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Period
(a) Total Number of Shares (or Units) Purchased
(b) Average Price Paid per Share (or Unit)
(c) Total Number of Shares (or Units) Purchased as Part of Publicly Announced Plans or Programs
(d) Maximum Number (or Approximate Dollar Value) that May Yet Be Purchased Under the Plans or Programs
April 1-April 30, 2018
5,300
17.95
492,216
103,126
May 1-May 31, 2018
June 1-June 30, 2018
Total
5,300
$17.95
492,216
103,126



ITEM 3 – DEFAULTS UPON SENIOR SECURITIES

None

ITEM 4 – MINE SAFETY DISCLOSURES

Not applicable

ITEM 5 – OTHER INFORMATION

None

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ITEM 6 – EXHIBITS
Certification of CEO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification of CFO pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
101.INS
XBRL Instance Document
101.SCH
XBRL Schema Document
101.CAL
XBRL Calculation Linkbase Document
101.LAB
XBRL Labels Linkbase Document
101.PRE
XBRL Presentation Linkbase Document
101.DEF
XBRL Definition Linkbase Document



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SIGNATURES

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



 
 
MSB FINANCIAL CORP.
 
 
(Registrant)
 
 
 
 
 
 
Date August 10, 2018
 
/s/ Michael A. Shriner 
 
 
Michael A. Shriner
 
 
President and Chief Executive Officer
 
 
 
 
 
 
Date August 10, 2018
 
/s/ John S. Kaufman 
 
 
John S. Kaufman
 
 
First Vice President and Chief Financial Officer


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