nbn20180331_10q.htm
 

Table of Contents

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 March 31, 2018

 

Commission File Number: 1-14588

 

 

Northeast Bancorp

(Exact name of registrant as specified in its charter)

 

Maine

 

01-0425066

(State or other jurisdiction of incorporation or organization)

 

(I.R.S. Employer Identification No.)

     

500 Canal Street, Lewiston, Maine

 

04240

(Address of Principal executive offices)

 

(Zip Code)

 

(207) 786-3245

Registrant's telephone number, including area code

 

 

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 subjected to such filing requirements for the past 90 days. Yes ☑ 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 ☑  No ___

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definition of "accelerated filer”, “large accelerated filer" and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (check one):

 

Large accelerated filer __ Accelerated filer ☑ Non-accelerated filer __ Smaller Reporting Company __ 

 

Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes_ No ☑

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of May 3, 2018, the registrant had outstanding 8,025,605 shares of voting common stock, $1.00 par value per share and 908,730 shares of non-voting common stock, $1.00 par value per share.

 

 

 

Part I.

Financial Information

 

 

Item 1.

Financial Statements (Unaudited)

3

 

 

Consolidated Balance Sheets March 31, 2018 and June 30, 2017

3

 

 

 

 

 

 

Consolidated Statements of Income Three and Nine Months Ended March 31, 2018 and 2017

4
       
   

Consolidated Statements of Comprehensive Income Three and Nine Months Ended March 31, 2018 and 2017

5
       

 

 

Consolidated Statements of Changes in Shareholders' Equity Nine Months Ended March 31, 2018 and 2017

6

 

 

 

 

 

 

Consolidated Statements of Cash Flows Nine Months Ended March 31, 2018 and 2017

7

 

 

 

 

 

 

Notes to Unaudited Consolidated Financial Statements

8

 

 

 

 

 

Item 2.

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

28

 

 

 

 

 

Item 3.

Quantitative and Qualitative Disclosure about Market Risk

44

 

 

 

 

 

Item 4.

Controls and Procedures

45
       

Part II.

Other Information

 

 

 

 

 

 

Item 1.

Legal Proceedings

46

 

 

 

 

 

Item 1A.

Risk Factors

46

 

 

 

 

 

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

46

 

 

 

 

 

Item 3.

Defaults Upon Senior Securities

46

 

 

 

 

 

Item 4.

Mine Safety Disclosures

46

 

 

 

 

 

Item 5.

Other Information

46

 

 

 

 

 

Item 6.

Exhibits

46
       
   

Signatures

47

 

 

PART 1- FINANCIAL INFORMATION

Item 1. Financial Statements (Unaudited)

 

 

 

NORTHEAST BANCORP AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

(Unaudited)

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

 

   

March 31, 2018

   

June 30, 2017

 

Assets

               

Cash and due from banks

  $ 3,621     $ 3,582  

Short-term investments

    218,446       159,701  

Total cash and cash equivalents

    222,067       163,283  
                 

Available-for-sale securities, at fair value

    89,741       96,693  
                 

Residential real estate loans held for sale

    2,686       4,508  

SBA loans held for sale

    1,853       191  

Total loans held for sale

    4,539       4,699  
                 

Loans

               

Commercial real estate

    530,565       498,004  

Commercial and industrial

    185,049       175,654  

Residential real estate

    97,297       101,168  

Consumer

    3,518       4,369  

Total loans

    816,429       779,195  

Less: Allowance for loan losses

    4,691       3,665  

Loans, net

    811,738       775,530  
                 

Premises and equipment, net

    6,762       6,937  

Real estate owned and other repossessed collateral, net

    947       826  

Federal Home Loan Bank stock, at cost

    1,758       1,938  

Intangible assets, net

    975       1,300  

Loan servicing rights, net

    2,998       2,846  

Bank-owned life insurance

    16,510       16,179  

Other assets

    8,108       6,643  

Total assets

  $ 1,166,143     $ 1,076,874  
                 

Liabilities and Shareholders' Equity

               

Deposits

               

Demand

  $ 66,054     $ 69,827  

Savings and interest checking

    108,667       108,417  

Money market

    490,236       374,569  

Time

    311,323       337,037  

Total deposits

    976,280       889,850  
                 

Federal Home Loan Bank advances

    15,000       20,011  

Subordinated debt

    23,873       23,620  

Capital lease obligation

    675       873  

Other liabilities

    16,528       19,723  

Total liabilities

    1,032,356       954,077  
                 

Commitments and contingencies

    -       -  
                 
                 

Shareholders' equity

               

Preferred stock, $1.00 par value, 1,000,000 shares authorized; no shares issued and outstanding at March 31, 2018 and June 30, 2017

    -       -  

Voting common stock, $1.00 par value, 25,000,000 shares authorized; 8,016,669 and 7,840,460 shares issued and outstanding at March 31, 2018 and June 30, 2017, respectively

    8,017       7,841  

Non-voting common stock, $1.00 par value, 3,000,000 shares authorized; 908,730 and 991,194 shares issued and outstanding at March 31, 2018 and June 30, 2017, respectively

    908       991  

Additional paid-in capital

    76,926       77,455  

Retained earnings

    49,981       38,142  

Accumulated other comprehensive loss

    (2,045 )     (1,632 )

Total shareholders' equity

    133,787       122,797  

Total liabilities and shareholders' equity

  $ 1,166,143     $ 1,076,874  

 

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

 

 

 

NORTHEAST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

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

 

   

Three Months Ended March 31,

   

Nine Months Ended March 31,

 
   

2018

   

2017

   

2018

   

2017

 

Interest and dividend income:

                               

Interest and fees on loans

  $ 15,408     $ 14,417     $ 45,292     $ 40,132  

Interest on available-for-sale securities

    280       261       813       748  

Other interest and dividend income

    795       282       1,818       669  

Total interest and dividend income

    16,483       14,960       47,923       41,549  
                                 

Interest expense:

                               

Deposits

    2,696       1,855       7,001       5,407  

Federal Home Loan Bank advances

    118       159       438       634  

Subordinated debt

    525       475       1,550       1,401  

Obligation under capital lease agreements

    10       12       31       39  

Total interest expense

    3,349       2,501       9,020       7,481  

Net interest and dividend income before provision for loan losses

    13,134       12,459       38,903       34,068  

Provision for loan losses

    364       384       1,156       1,205  

Net interest and dividend income after provision for loan losses

    12,770       12,075       37,747       32,863  
                                 

Noninterest income:

                               

Fees for other services to customers

    435       516       1,437       1,405  

Gain on sales of residential loans held for sale

    227       281       772       1,160  

Gain on sales of SBA loans

    560       951       1,921       3,411  

Gain on sales of other loans

    516       365       537       365  

Gain on real estate owned, other repossessed collateral and premises and equipment, net

    4       20       15       9  

Bank-owned life insurance income

    108       113       331       341  

Other noninterest income

    32       62       55       115  

Total noninterest income

    1,882       2,308       5,068       6,806  
                                 

Noninterest expense:

                               

Salaries and employee benefits

    5,329       5,203       15,756       15,678  

Occupancy and equipment expense

    1,159       1,299       3,418       3,781  

Professional fees

    423       370       1,291       1,265  

Data processing fees

    619       455       1,846       1,286  

Marketing expense

    172       89       329       272  

Loan acquisition and collection expense

    264       728       998       1,502  

FDIC insurance premiums

    77       78       236       224  

Intangible asset amortization

    107       107       325       324  

Other noninterest expense

    825       513       2,053       2,093  

Total noninterest expense

    8,975       8,842       26,252       26,425  

Income before income tax expense

    5,677       5,541       16,563       13,244  

Income tax expense

    1,745       2,080       4,741       4,932  

Net income

  $ 3,932     $ 3,461     $ 11,822     $ 8,312  
                                 

Weighted-average shares outstanding:

                               

Basic

    8,927,544       8,830,442       8,897,633       8,923,280  

Diluted

    9,143,177       8,893,534       9,133,515       8,963,483  
                                 

Earnings per common share:

                               

Basic

  $ 0.44     $ 0.39     $ 1.33     $ 0.93  

Diluted

    0.43       0.39       1.29       0.93  
                                 

Cash dividends declared per common share

  $ 0.01     $ 0.01     $ 0.03     $ 0.03  

 

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

 

 

 

NORTHEAST BANCORP AND SUBSIDIARY

 

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

 

(Unaudited)

 

(Dollars in thousands)

 

 

   

Three Months Ended March 31,

   

Nine Months Ended March 31,

 
   

2018

   

2017

   

2018

   

2017

 
                                 

Net income

  $ 3,932     $ 3,461     $ 11,822     $ 8,312  
                                 

Other comprehensive income, before tax:

                               

Available-for-sale securities:

                               

Change in net unrealized loss on available-for-sale securities

    (431 )     206       (605 )     (1,208 )

Derivatives and hedging activities:

                               

Change in accumulated gain on effective cash flow hedges

    179       59       362       1,692  

Reclassification adjustments included in interest expense

    26       12       73       26  

Total derivatives and hedging activities

    205       71       435       1,718  

Total other comprehensive (loss) income, before tax

    (226 )     277       (170 )     510  

Income tax benefit (expense) related to other comprehensive (loss) income

    60       (105 )     40       (197 )

Other comprehensive (loss) income, net of tax

    (166 )     172       (130 )     313  

Comprehensive income

  $ 3,766     $ 3,633     $ 11,692     $ 8,625  

 

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

 

 

 

NORTHEAST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN SHAREHOLDERS’ EQUITY

(Unaudited)

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

 

                                                                   

Accumulated

         
                                                    Additional            

Other

   

Total

 
   

Preferred Stock

   

Voting Common Stock

   

Non-voting Common Stock

   

Paid-in

   

Retained

   

Comprehensive

   

Shareholders'

 
   

Shares

   

Amount

   

Shares

   

Amount

   

Shares

   

Amount

   

Capital

   

Earnings

   

Loss

   

Equity

 
                                                                                 

Balance at June 30, 2016

    -       -       8,089,790     $ 8,089       1,227,683     $ 1,228     $ 83,020     $ 26,160     $ (1,906 )   $ 116,591  

Net income

    -       -       -       -       -       -       -       8,312       -       8,312  

Other comprehensive income, net of tax

    -       -       -       -       -       -       -       -       313       313  

Common stock repurchased

    -       -       (645,238 )     (645 )     -       -       (6,298 )     -       -       (6,943 )

Conversions between voting common stock and non- voting common stock, net

    -       -       236,489       237       (236,489 )     (237 )     -       -       -       -  

Dividends on common stock at $0.03 per share

    -       -       -       -       -       -       -       (268 )     -       (268 )

Stock-based compensation

    -       -       -       -       -       -       689       -       -       689  

Issuance of restricted common stock

    -       -       160,000       160       -       -       (160 )     -       -       -  

Cancellation and forfeiture of restricted common stock

    -       -       (16,956 )     (17 )     -       -       4       -       -       (13 )

Other tax-related APIC adjustment

    -       -       -       -       -       -       (6 )     -       -       (6 )

Balance at March 31, 2017

    -     $ -       7,824,085     $ 7,824       991,194     $ 991     $ 77,249     $ 34,204     $ (1,593 )   $ 118,675  
                                                                                 

Balance at June 30, 2017

    -       -       7,840,460     $ 7,841       991,194     $ 991     $ 77,455     $ 38,142     $ (1,632 )   $ 122,797  

Net income

    -       -       -       -       -       -       -       11,822       -       11,822  

Other comprehensive loss, net of tax

    -       -       -       -       -       -       -       -       (130 )     (130 )

Conversions between voting common stock and non- voting common stock, net

    -       -       82,464       83       (82,464 )     (83 )     -       -       -       -  

Dividends on common stock at $0.03 per share

    -       -       -       -       -       -       -       (266 )     -       (266 )

Stock-based compensation

    -       -       -       -       -       -       635       -       -       635  

Issuance of restricted common stock

    -       -       22,000       22       -       -       (22 )     -       -       -  

Cancellation and forfeiture of restricted common stock

    -       -       (39,630 )     (40 )     -       -       (58 )     -       -       (98 )

Stock options exercised, net

    -       -       111,375       111       -       -       (1,084 )     -       -       (973 )

Adjustment for adoption of ASU 2018-02

    -       -       -       -       -       -       -       283       (283 )     -  

Balance at March 31, 2018

    -     $ -       8,016,669     $ 8,017       908,730     $ 908     $ 76,926     $ 49,981     $ (2,045 )   $ 133,787  

 

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

 

 

 

NORTHEAST BANCORP AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

(Dollars in thousands)

 

   

Nine Months Ended March 31,

 
   

2018

   

2017

 

Operating activities:

               

Net income

  $ 11,822     $ 8,312  

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

         

Provision for loan losses

    1,156       1,205  

Gain on sale and impairment of real estate owned and other repossessed collateral, net

    (45 )     (90 )

Loss on sale and disposal of premises and equipment, net

    30       82  

Accretion of fair value adjustments on loans, net

    (6,759 )     (8,702 )

Accretion of fair value adjustments on deposits, net

    -       (5 )

Accretion of fair value adjustments on borrowings, net

    159       72  

Amortization of subordinated debt issuance costs

    83       83  

Originations of loans held for sale

    (68,622 )     (107,496 )

Net proceeds from sales of loans held for sale

    75,146       116,651  

Gain on sales of residential loans held for sale

    (772 )     (1,160 )

Gain on sales of SBA and other loans held for sale

    (2,458 )     (3,776 )

Net decrease in loan servicing rights

    (152 )     -  

Amortization of intangible assets

    325       324  

Bank-owned life insurance income, net

    (331 )     (341 )

Depreciation of premises and equipment

    969       1,138  

Stock-based compensation

    635       689  

Deferred income tax expense

    498       -  

Amortization of premiums on available-for-sale securities, net

    637       810  

Changes in other assets and liabilities:

               

Other assets

    (1,924 )     (1,245 )

Other liabilities

    (2,759 )     1,515  

Net cash provided by operating activities

    7,638       8,066  

Investing activities:

               

Purchases of available-for-sale securities

    (15,203 )     (19,526 )

Proceeds from maturities and principal payments on available-for-sale securities

    20,913       19,214  

Loan purchases

    (71,474 )     (67,747 )

Loan originations, principal collections, and purchased loan paydowns, net

    36,397       23,917  

Purchases and disposals of premises and equipment, net

    (824 )     (421 )

Redemption of Federal Home Loan Bank stock

    180       470  

Proceeds from sales of real estate owned and other repossessed collateral

    1,262       680  

Net cash used in investing activities

    (28,749 )     (43,413 )

Financing activities:

               

Net increase in deposits

    86,430       49,052  

Repurchase of common stock

    -       (6,943 )

Taxes paid for retirement of common stock and other tax-related APIC adjustment

    -       (19 )

Dividends paid on common stock

    (266 )     (268 )

Repayment of Federal Home Loan Bank advances

    (5,000 )     (10,000 )

Repayment of capital lease obligation

    (198 )     (190 )

Repurchases for tax withholdings on restricted common stock

    (98 )     -  

Stock options exercised, net

    (973 )     -  

Net cash provided by financing activities

    79,895       31,632  

Net increase (decrease) in cash and cash equivalents

    58,784       (3,715 )

Cash and cash equivalents, beginning of period

    163,283       151,157  

Cash and cash equivalents, end of period

  $ 222,067     $ 147,442  
                 

Supplemental schedule of noncash investing activities:

               

Transfers from loans to real estate owned and other repossessed collateral, net

  $ 1,338     $ 2,699  

 

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

 

 

NORTHEAST BANCORP AND SUBSIDIARY

Notes to Unaudited Consolidated Financial Statements

March 31, 2018

 

 

1. Basis of Presentation

 

The accompanying unaudited interim consolidated financial statements include the accounts of Northeast Bancorp (“Northeast” or the “Company”) and its wholly-owned subsidiary, Northeast Bank (the “Bank”).

 

These unaudited consolidated financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and notes required by GAAP for complete financial statements. In the opinion of management, the accompanying consolidated financial statements contain all adjustments (consisting principally of normal recurring accruals) considered necessary for a fair presentation of the Company's financial position, results of operations, and cash flows for the interim periods presented. These accompanying unaudited financial statements and notes should be read in conjunction with the audited consolidated financial statements and notes thereto for the fiscal year ended June 30, 2017 (“Fiscal 2017”) included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission.

 

 

2. Recent Accounting Pronouncements

 

In May 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2014-09, Revenue from Contracts with Customers (Topic 606) (“ASU 2014-09”). ASU 2014-09 implements a common revenue standard that clarifies the principles for recognizing revenue. The core principle of ASU 2014-09 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 or services. To achieve that core principle, an entity should apply the following steps: (i) identify the contract(s) with a customer, (ii) identify the performance obligations in the contract, (iii) determine the transaction price, (iv) allocate the transaction price to the performance obligations in the contract and (v) recognize revenue when (or as) the entity satisfies a performance obligation. ASU 2015-14, Revenue from Contracts with Customers (Topic 606) (“ASU 2015-14”) was issued in August 2015 which defers adoption to annual reporting periods beginning after December 15, 2017. The timing of the Company’s revenue recognition is not expected to materially change. The Company’s largest portions of revenue, interest and fees on loans, interest and dividend income on securities and short-term investments, bank-owned life insurance income, and gain on sales of loans, are specifically excluded from the scope of the guidance. Additionally, fees for other services to customers includes loan servicing fee income which is accounted for under ASC Topic 860, Transfers and Servicing, (“Topic 860”), and is not subject to Topic 606. The other component of fees for other services to customers is deposit fees. The majority of the Company’s deposit fees are specifically related to a customer accessing its funds, in which case the revenue is currently recognized in a consistent manner with Topic 606. Revenue that is not specifically related to a customer accessing its funds (i.e. account maintenance fees), can be waived; however, the amount of waived fees is not considered material, and thus the revenue is consistently recognized with Topic 606.  All other revenue is also recognized in a manner consistent with Topic 606. Because of the above, management believes that revenue recognized under the new guidance approximates revenue recognized under current GAAP.

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments—Overall (Subtopic 825-10): Recognition and Measurement of Financial Assets and Financial Liabilities (“ASU 2016-01”). This guidance changes how entities account for equity investments that do not result in consolidation and are not accounted for under the equity method of accounting. Entities will be required to measure these investments at fair value at the end of each reporting period and recognize changes in fair value in net income. A practicability exception will be available for equity investments that do not have readily determinable fair values; however, the exception requires the Company to adjust the carrying amount for impairment and observable price changes in orderly transactions for the identical or a similar investment of the same issuer. This guidance also changes certain disclosure requirements and other aspects of current GAAP. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within the fiscal year. Early adoption is permitted for only one of the six amendments. The impact of the change in equity investments will depend on market conditions, but if applied in fiscal 2018, would have resulted in a loss related to changes in fair value of equity investments of $112 thousand (pre-tax) being recognized in net income versus other comprehensive income. The disclosure of the fair value of “Loans, net” in “Notes to Unaudited Consolidated Financial Statements – Note 12: Fair Value Measurements” is subject to change at adoption of the guidance based on an exit pricing strategy versus an entry pricing strategy when determining the fair value. The Company is currently evaluating the amount of expected change in the disclosure, but the adoption does not impact the operations of the Company.

 

In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842) (“ASU 2016-02”). The new guidance establishes the principles to report transparent and economically neutral information about the assets and liabilities that arise from leases. Entities will be required to recognize the lease assets and lease liabilities that arise from leases in the statement of financial position and to disclose qualitative and quantitative information about lease transactions, such as information about variable lease payments and options to renew and terminate leases. This guidance is effective for fiscal years beginning after December 15, 2018, including interim periods within the fiscal year. The Company is currently evaluating the impact of the adoption of ASU 2016-02 to determine the potential impact it will have on its consolidated financial statements. The Company’s assets and liabilities will increase based on the present value of the remaining lease payments for leases in place at the adoption date; however, this is not expected to be material to the Company’s results of operations.

 

 

In March 2016, the FASB issued ASU 2016-09, CompensationStock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting (“ASU 2016-09”). The new guidance simplified several aspects of the accounting for share-based payment transactions, including the income tax consequences, classification of awards as either equity or liabilities, and classification on the statement of cash flows. Entities are required to recognize the income tax effects of awards in the income statement when the awards vest or are settled. This guidance became effective for the Company for the fiscal year beginning July 1, 2017. For interim reporting purposes the excess tax benefits or deficiencies shall be recorded as discrete items in the period in which they occur. In addition to the excess tax benefit treatment, the amendment removed the assumed proceeds related to the excess tax benefit from the calculation of diluted shares.

 

Upon adoption, the most significant impact of this amendment resulted from the prospective application of current excess tax benefits and deficiencies being recognized in income tax expense, which would previously have been recognized in additional paid-in capital. In the nine months ended March 31, 2018, this item reduced income tax expense and increased net income by approximately $1.2 million, representing an income tax benefit arising from individuals who exercised non-qualified stock options and restricted stock awards that vested during the period. For the year ended June 30, 2017, the Company recognized $27 thousand in additional paid-in-capital related to the excess tax benefit, which, if under the new ASU, would have been recognized as an income tax benefit in the income statement. These amounts, treated as discrete items in the period in which they occur, will vary from year to year as a function of the volume of share-based payments vested or exercised and the then fair market value of the Company's stock in comparison to the compensation cost recognized in the financial statements. In addition to the excess tax benefit treatment, the amendment removed the assumed proceeds related to the excess tax benefit from the calculation of diluted shares which increased diluted weighted average common shares outstanding by 40,966 shares to 9,089,936. This amendment is applied on a prospective basis, and no prior periods were adjusted. Additionally upon adoption, the Company made a policy election to record forfeitures as they occur rather than make use of an estimate. The other provisions did not have a material impact on the Company's consolidated financial statements upon adoption.

 

In June 2016, the FASB issued ASU 2016-13, Financial InstrumentsCredit Losses (Topic 326) (“ASU 2016-13”). This guidance is intended to provide financial statement users with more decision-useful information about the expected credit losses on financial instruments and other commitments to extend credit held by a reporting entity at each reporting date. To achieve this objective, the amendments in this guidance replace the incurred loss impairment methodology in current GAAP with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to inform credit loss estimates. This ASU will be effective for fiscal years beginning after December 15, 2019. Early adoption is available as of the fiscal year beginning after December 15, 2018. The Company is evaluating the provisions of the guidance, and will closely monitor developments and additional guidance to determine the potential impact on the Company’s consolidated financial statements. Management is in the process of identifying the methodologies and the additional data requirements necessary to implement the guidance and plans to engage an existing third-party service provider to assist in implementation.

  

In May 2017, the FASB issued ASU 2017-09, CompensationStock Compensation (Topic 718): Scope of Modification Accounting (“ASU 2017-09”) which amends the scope of modification accounting for share-based payment arrangements. This update provides guidance on the types of changes to the terms or conditions of share-based payment awards to which an entity would be required to apply modification accounting. Specifically, an entity would not apply modification accounting if the fair value, vesting conditions, and classification of the awards are the same immediately before and after the modification. This update is effective for public business entities for annual periods being after December 15, 2017, including interim periods within those annual periods. Early adoption is permitted including adopting in any interim period. This update should be applied prospectively to awards modified on or after the effective date. The adoption of this guidance is not expected to have an impact on the Company’s consolidated financial statements.

 

In August 2017, the FASB issued ASU 2017-12, Derivatives and Hedging (Topic 815) (“ASU 2017-12”). This guidance permits hedge accounting for risk components in hedging relationships involving nonfinancial risk and interest rate risk, and improves the financial reporting of hedging relationships to better portray the economic results of an entity’s risk management activities in its financial statements. The amendments in this guidance are effective for public business entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The adoption of this guidance is not expected to have a significant impact on the Company’s consolidated financial statements.

 

In February 2018, the FASB issued ASU 2018-02, Income Statement- Reporting Comprehensive Income (Topic 220) (“ASU 2018-02”). This guidance allows a reclassification from accumulated other comprehensive income to retained earnings for stranded tax effects resulting from the “Tax Cuts and Jobs Act,” which was signed into law in December 2017. The amendments in this guidance are effective for all entities for fiscal years beginning after December 15, 2018, and interim periods within those fiscal years. Early adoption is permitted, including adoption in an interim period. The Company adopted this guidance during the three months ended March 31, 2018. This adoption resulted in a reclassification of $283 thousand to accumulated other comprehensive income from retained earnings in the consolidated financial statements, with no net effect on shareholders' equity.

 

 

 

 

3. Available-for-Sale Securities

 

The following presents a summary of the amortized cost, gross unrealized holding gains and losses, and fair value of available-for-sale securities.

 

   

March 31, 2018

 
   

Amortized

   

Gross Unrealized

   

Gross Unrealized

   

Fair

 
   

Cost

   

Gains

    Losses    

Value

 
   

(Dollars in thousands)

 

U.S. Government agency securities

  $ 57,244     $ -     $ (295 )   $ 56,949  

Agency mortgage-backed securities

    27,223       -       (1,051 )     26,172  

Other investments measured at net asset value

    6,827       -       (207 )     6,620  
    $ 91,294     $ -     $ (1,553 )   $ 89,741  

 

   

June 30, 2017

 
   

Amortized

   

Gross Unrealized

   

Gross Unrealized

   

Fair

 
    Cost    

Gains

   

Losses

   

Value

 
   

(Dollars in thousands)

 

U.S. Government agency securities

  $ 57,401     $ -     $ (233 )   $ 57,168  

Agency mortgage-backed securities

    33,523       -       (620 )     32,903  

Other investments measured at net asset value

    6,717       -       (95 )     6,622  
    $ 97,641     $ -     $ (948 )   $ 96,693  

 

When securities are sold, the adjusted cost of the specific security sold is used to compute the gain or loss on sale. There were no securities sold during the three and nine months ended March 31, 2018 or 2017. At March 31, 2018, no investment securities were pledged as collateral to secure outstanding borrowings.

 

The following summarizes the Company’s gross unrealized losses and fair values aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position.

 

   

March 31, 2018

 
   

Less than 12 Months

   

More than 12 Months

   

Total

 
   

Fair

   

Unrealized

   

Fair

   

Unrealized

   

Fair

   

Unrealized

 
   

Value

   

Losses

   

Value

   

Losses

   

Value

   

Losses

 
   

(Dollars in thousands)

 

U.S. Government agency securities

  $ 15,082     $ (85 )   $ 41,867     $ (210 )   $ 56,949     $ (295 )

Agency mortgage-backed securities

    1,411       (34 )     24,761       (1,017 )     26,172       (1,051 )

Other investments measured at net asset value

    -       -       5,087       (207 )     5,087       (207 )
    $ 16,493     $ (119 )   $ 71,715     $ (1,434 )   $ 88,208     $ (1,553 )

 

   

 

June 30, 2017

 
   

Less than 12 Months

   

More than 12 Months

   

Total

 
   

Fair

   

Unrealized

   

Fair

   

Unrealized

   

Fair

   

Unrealized

 
   

Value

   

Losses

   

Value

   

Losses

   

Value

   

Losses

 
   

(Dollars in thousands)

 

U.S. Government agency securities

  $ 57,168     $ (233 )   $ -     $ -     $ 57,168     $ (233 )

Agency mortgage-backed securities

    19,571       (298 )     13,332       (322 )     32,903       (620 )

Other investments measured at net asset value

    5,115       (95 )     -       -       5,115       (95 )
    $ 81,854     $ (626 )   $ 13,332     $ (322 )   $ 95,186     $ (948 )

 

There were no other-than-temporary impairment losses on securities during the three and nine months ended March 31, 2018 or 2017.

 

At March 31, 2018, the Company had 40 securities in an unrealized loss position. At March 31, 2018, all of the Company’s available-for-sale securities were issued or guaranteed by either government agencies or government-sponsored enterprises. The decline in fair value of the Company’s available-for-sale securities at March 31, 2018 is attributable to changes in interest rates.

 

In addition to considering current trends and economic conditions that may affect the quality of individual securities within the Company’s investment portfolio, management of the Company also considers the Company’s ability and intent to hold such securities to maturity or recovery of cost. At March 31, 2018, the Company does not intend to sell and it is not more likely than not that the Company will be required to sell the investment securities before recovery of its amortized cost. As such, management does not believe any of the Company’s available-for-sale securities are other-than-temporarily impaired at March 31, 2018.

 

The investments measured at net asset value include a fund that seeks to invest in securities either issued or guaranteed by the U.S. government or its agencies, as well as a fund that primarily invests in the federally guaranteed portion of SBA 7(a) loans that adjust quarterly or monthly and are indexed to the Prime Rate. The underlying composition of these funds is primarily government agencies, other investment-grade investments, or the guaranteed portion of SBA 7(a) loans, as applicable. As of March 31, 2018, the effective duration of the fund that seeks to invest in securities either issued or guaranteed by the U.S. government or its agencies is 4.74 years.

 

 

The amortized cost and fair values of available-for-sale debt securities by contractual maturity are shown below as of March 31, 2018. Actual maturities may differ from contractual maturities because borrowers may have the right to prepay obligations with or without prepayment penalties.

 

   

Amortized Cost

   

Fair Value

 
   

(Dollars in thousands)

 

Due within one year

  $ 39,082     $ 38,898  

Due after one year through five years

    18,162       18,050  

Due after five years through ten years

    -       -  

Due after ten years

    -       -  

Total U.S. Government agency securities

    57,244       56,948  

Agency mortgage-backed securities

    27,223       26,172  

Total debt securities

  $ 84,467     $ 83,120  

 

 

 

4. Loans, Allowance for Loan Losses and Credit Quality

 

Loans are carried at the principal amounts outstanding, or amortized acquired fair value in the case of acquired loans, adjusted by partial charge-offs and net of deferred loan costs or fees. Loan fees and certain direct origination costs are deferred and amortized into interest income over the expected term of the loan using the level-yield method. When a loan is paid off, the unamortized portion is recognized in interest income. Interest income is accrued based upon the daily principal amount outstanding, except for loans on nonaccrual status.

 

Loans purchased by the Company are accounted for under ASC 310-30, Receivables—Loans and Debt Securities Acquired with Deteriorated Credit Quality ("ASC 310-30"). At acquisition, the effective interest rate is determined based on the discount rate that equates the present value of the Company's estimate of cash flows with the purchase price of the loan. Prepayments are not assumed in determining a purchased loan's effective interest rate and income accretion. The application of ASC 310-30 limits the yield that may be accreted on the purchased loan, or the "accretable yield," to the excess of the Company's estimate, at acquisition, of the expected undiscounted principal, interest, and other cash flows over the Company's initial investment in the loan. The excess of contractually required payments receivable over the cash flows expected to be collected on the loan represents the purchased loan's "nonaccretable difference." Subsequent improvements in expected cash flows of loans with nonaccretable differences result in a prospective increase to the loan's effective yield through a reclassification of some, or all, of the nonaccretable difference to accretable yield. The effect of subsequent credit-related declines in expected cash flows of purchased loans are recorded through a specific allocation in the allowance for loan losses. 

 

Loans are generally placed on nonaccrual status when they are past due 90 days as to either principal or interest, or when in management's judgment the collectability of interest or principal of the loan has been significantly impaired. Loans accounted for under ASC 310-30 are placed on nonaccrual when it is not possible to reach a reasonable expectation of the timing and amount of cash flows to be collected on the loan. When a loan has been placed on nonaccrual status, previously accrued and uncollected interest is reversed against interest on loans. Interest on nonaccrual loans is accounted for on a cash-basis or using the cost-recovery method when collectability is doubtful. A loan is returned to accrual status when collectability of principal and interest is reasonably assured and the loan has performed for a reasonable period of time.

 

In cases where a borrower experiences financial difficulties and the Company makes certain concessionary modifications to contractual terms, the loan is classified as a troubled debt restructuring ("TDR"), and therefore by definition is an impaired loan. Concessionary modifications may include adjustments to interest rates, extensions of maturity, and other actions intended to minimize economic loss and avoid foreclosure or repossession of collateral. For loans accounted for under ASC 310-30, the Company evaluates whether it has granted a concession by comparing the restructured debt terms to the expected cash flows at acquisition plus any additional cash flows expected to be collected arising from changes in estimate after acquisition. As a result, if an ASC 310-30 loan is modified to be consistent with, or better than, the Company's expectations at acquisition, the modified loan would not qualify as a TDR. Nonaccrual loans that are restructured generally remain on nonaccrual status for a minimum period of six months to demonstrate that the borrower can meet the restructured terms. If the restructured loan is on accrual status prior to being modified, it is reviewed to determine if the modified loan should remain on accrual status. If the borrower's ability to meet the revised payment schedule is not reasonably assured, the loan is classified as a nonaccrual loan. With limited exceptions, loans classified as TDRs remain classified as such until the loan is paid off.

 

 

The composition of the Company’s loan portfolio is as follows on the dates indicated.

 

    March 31, 2018    

June 30, 2017

 
    Originated    

Purchased

   

Total

   

Originated

   

Purchased

   

Total

 
   

(Dollars in thousands)

 

Residential real estate

  $ 77,265     $ 8,597     $ 85,862     $ 83,759     $ 3,377     $ 87,136  

Home equity

    11,342       93       11,435       13,931       101       14,032  

Commercial real estate

    285,595       244,970       530,565       256,280       241,724       498,004  

Commercial and industrial

    184,009       1,040       185,049       174,468       1,186       175,654  

Consumer

    3,518       -       3,518       4,369       -       4,369  

Total loans

  $ 561,729     $ 254,700     $ 816,429     $ 532,807     $ 246,388     $ 779,195  

 

Total loans include net deferred loan origination costs of $300 thousand and $507 thousand as of March 31, 2018 and June 30, 2017, respectively.

 

Past Due and Nonaccrual Loans

 

The following is a summary of past due and nonaccrual loans:

 

   

March 31, 2018

 
   

Past Due

30-59

   

Past Due

60-89

   

Past Due

90 Days or

More-Still

   

Past Due

90 Days or

More-

   

Total Past

   

Total

   

Total

   

Nonaccrual

 
    Days     Days     Accruing     Nonaccrual    

Due

   

Current

   

Loans

   

Loans

 
   

(Dollars in thousands)

 

Originated portfolio:

                                                               

Residential real estate

  $ 877     $ 357     $ -     $ 1,227     $ 2,461     $ 74,804     $ 77,265     $ 3,116  

Home equity

    95       -       -       255       350       10,992       11,342       255  

Commercial real estate

    329       -       -       174       503       285,092       285,595       1,408  

Commercial and industrial

    29       -       -       32       61       183,948       184,009       636  

Consumer

    83       47       -       6       136       3,382       3,518       136  

Total originated portfolio

    1,413       404       -       1,694       3,511       558,218       561,729       5,551  

Purchased portfolio:

                                                               

Residential real estate and home equity

    -       -       -       219       219       8,471       8,690       219  

Commercial real estate

    2,098       -       -       5,294       7,392       237,578       244,970       7,562  

Commercial and industrial

    87       15       -       -       102       938       1,040       282  

Total purchased portfolio

    2,185       15       -       5,513       7,713       246,987       254,700       8,063  

Total loans

  $ 3,598     $ 419     $ -     $ 7,207     $ 11,224     $ 805,205     $ 816,429     $ 13,614  

 

   

 

June 30, 2017

 
   

Past Due

30-59

   

Past Due

60-89

   

Past Due

90 Days or

More-Still

   

Past Due

90 Days or

More-

   

Total Past

   

Total

   

Total

   

Nonaccrual

 
    Days     Days     Accruing     Nonaccrual    

Due

   

Current

   

Loans

   

Loans

 
   

(Dollars in thousands)

 

Originated portfolio:

                                                               

Residential real estate

  $ 141     $ 574     $ -     $ 1,398     $ 2,113     $ 81,646     $ 83,759     $ 3,337  

Home equity

    49       -       -       58       107       13,824       13,931       58  

Commercial real estate

    2,266       -       -       124       2,390       253,890       256,280       413  

Commercial and industrial

    -       -       -       2,433       2,433       172,035       174,468       2,600  

Consumer

    69       50       -       32       151       4,218       4,369       103  

Total originated portfolio

    2,525       624       -       4,045       7,194       525,613       532,807       6,511  

Purchased portfolio:

                                                               

Residential real estate and home equity

    -       1,082       -       16       1,098       2,380       3,478       1,056  

Commercial real estate

    173       1,997       -       2,922       5,092       236,632       241,724       6,364  

Commercial and industrial

    -       -       -       -       -       1,186       1,186       32  

Total purchased portfolio

    173       3,079       -       2,938       6,190       240,198       246,388       7,452  

Total loans

  $ 2,698     $ 3,703     $ -     $ 6,983     $ 13,384     $ 765,811     $ 779,195     $ 13,963  

 

 

Allowance for Loan Losses and Impaired Loans

 

The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. For residential and consumer loans, a charge-off is recorded no later than the point at which a loan is 180 days past due if the loan balance exceeds the fair value of the collateral, less estimated costs to sell. For commercial loans, a charge-off is recorded on a case-by-case basis when all or a portion of the loan is deemed to be uncollectible. Subsequent recoveries, if any, are credited to the allowance.

 

 

The allowance for loan losses consists of general, specific, and unallocated reserves and reflects management’s estimate of probable loan losses inherent in the loan portfolio at the balance sheet date. Management uses a consistent and systematic process and methodology to evaluate the appropriateness of the allowance for loan losses on a quarterly basis. The calculation of the allowance for loan losses is segregated by portfolio segments, which include: residential real estate, commercial real estate, commercial and industrial, consumer, and purchased loans. Risk characteristics relevant to each portfolio segment are as follows:

 

Residential real estate: All loans in this segment are collateralized by residential real estate and repayment is primarily dependent on the credit quality, loan-to-value ratio and income of the individual borrower. The overall health of the economy, particularly unemployment rates and housing prices, has a significant effect on the credit quality in this segment. For purposes of the Company’s allowance for loan loss calculation, home equity loans and lines of credit are included in residential real estate.

 

Commercial real estate: Loans in this segment are primarily income-producing properties. For owner-occupied properties, the cash flows are derived from an operating business, and the underlying cash flows may be adversely affected by deterioration in the financial condition of the operating business. The underlying cash flows generated by non-owner occupied properties may be adversely affected by increased vacancy rates. Management periodically obtains rent rolls and operating statements, with which it monitors the cash flows of these loans. Adverse developments in either of these areas will have an adverse effect on the credit quality of this segment. For purposes of the allowance for loan losses, this segment also includes construction loans.

 

Commercial and industrial: Loans in this segment are made to businesses and are generally secured by the assets of the business. Repayment is expected from the cash flows of the business. This segment also includes loans to non-bank lenders, which are generally secured by a collateral assignment of the notes and mortgages on loans originated by the non-bank lenders. Weakness in national or regional economic conditions, and a corresponding weakness in consumer or business spending, will have an adverse effect on the credit quality of this segment.

 

Consumer: Loans in this segment are generally secured, and repayment is dependent on the credit quality of the individual borrower. Repayment of consumer loans is generally based on the earnings of individual borrowers, which may be adversely impacted by regional labor market conditions.

 

Purchased: Loans in this segment are typically secured by commercial real estate, multi-family residential real estate, or business assets and have been acquired by the Bank’s Loan Acquisition and Servicing Group (“LASG”). Loans acquired by the LASG are, with limited exceptions, performing loans at the date of purchase. Repayment of loans in this segment is largely dependent on cash flow from the successful operation of the property, in the case of non-owner occupied property, or operating business, in the case of owner-occupied property. Loan performance may be adversely affected by factors affecting the general economy or conditions specific to the real estate market, such as geographic location or property type. Loans in this segment are evaluated for impairment under ASC 310-30. The Company reviews expected cash flows from purchased loans on a quarterly basis. The effect of a decline in expected cash flows subsequent to the acquisition of the loan is recognized through a specific allocation in the allowance for loan losses.

 

The general component of the allowance for loan losses for originated loans is based on historical loss experience adjusted for qualitative factors stratified by loan segment. The Company does not weight periods used in that analysis to determine the average loss rate in each portfolio segment. This historical loss factor is adjusted for the following qualitative factors:

 

 

Levels and trends in delinquencies;

 

 

Trends in the volume and nature of loans;

 

 

Trends in credit terms and policies, including underwriting standards, procedures and practices, and the experience and ability of lending management and staff;

 

 

Trends in portfolio concentration;

 

 

National and local economic trends and conditions;

 

 

Effects of changes or trends in internal risk ratings; and

 

 

Other effects resulting from trends in the valuation of underlying collateral.

 

The allocated component of the allowance for loan losses relates to loans that are classified as impaired. 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 or the fair value of the collateral if the loan is collateral dependent. An allowance is established when the discounted cash flows or collateral value of the impaired loan is lower than the carrying value of the loan.

 

 

For all portfolio segments, except loans accounted for under ASC 310-30, a loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. 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. For the purchased loan segment, a loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to realize cash flows as expected at acquisition. For loans accounted for under ASC 310-30 for which cash flows can reasonably be estimated, loan impairment is measured based on the decrease in expected cash flows from those estimated at acquisition, excluding changes due to changes in interest rate indices and other non-credit related factors, discounted at the loan’s effective rate assumed at acquisition. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting the scheduled principal and interest payments when due.

 

The following table sets forth activity in the Company’s allowance for loan losses.

 

   

Three Months Ended March 31, 2018

 
   

Residential

   

Commercial

   

Commercial

                                 
   

Real Estate

   

Real Estate

   

and Industrial

   

Consumer

   

Purchased

   

Unallocated

   

Total

 
   

(Dollars in thousands)

 

Beginning balance

  $ 578     $ 2,517     $ 690     $ 50     $ 520     $ -     $ 4,355  

Provision (credit)

    33       219       (56 )     (1 )     169       -       364  

Recoveries

    2       -       2       3       -       -       7  

Charge-offs

    (28 )     -       -       (7 )     -       -       (35 )

Ending balance

  $ 585     $ 2,736     $ 636     $ 45     $ 689     $ -     $ 4,691  

 

   

 

Three Months Ended March 31, 2017

 
   

Residential

   

Commercial

   

Commercial

                                 
   

Real Estate

   

Real Estate

   

and Industrial

   

Consumer

   

Purchased

   

Unallocated

   

Total

 
   

(Dollars in thousands)

 

Beginning balance

  $ 574     $ 1,750     $ 531     $ 70     $ 182     $ -     $ 3,107  

Provision (credit)

    13       258       51       (13 )     75       -       384  

Recoveries

    3       -       1       7       -       -       11  

Charge-offs

    (92 )     (3 )     (30 )     (2 )     -       -       (127 )

Ending balance

  $ 498     $ 2,005     $ 553     $ 62     $ 257     $ -     $ 3,375  

 

   

Nine Months Ended March 31, 2018

 
   

Residential

   

Commercial

   

Commercial

                                 
   

Real Estate

   

Real Estate

   

and Industrial

   

Consumer

   

Purchased

   

Unallocated

   

Total

 
   

(Dollars in thousands)

 

Beginning balance

  $ 477     $ 2,312     $ 520     $ 53     $ 303     $ -     $ 3,665  

Provision

    251       424       91       4       386       -       1,156  

Recoveries

    10       -       25       34       -       -       69  

Charge-offs

    (153 )     -       -       (46 )     -       -       (199 )

Ending balance

  $ 585     $ 2,736     $ 636     $ 45     $ 689     $ -     $ 4,691  

 

   

Nine Months Ended March 31, 2017

 
   

Residential

   

Commercial

   

Commercial

                                 
   

Real Estate

   

Real Estate

   

and Industrial

   

Consumer

   

Purchased

   

Unallocated

   

Total

 
   

(Dollars in thousands)

 

Beginning balance

  $ 663     $ 1,195     $ 297     $ 62     $ 133     $ -     $ 2,350  

Provision (credit)

    (80 )     835       275       51       124       -       1,205  

Recoveries

    32       19       12       39       -       -       102  

Charge-offs

    (117 )     (44 )     (31 )     (90 )     -       -       (282 )

Ending balance

  $ 498     $ 2,005     $ 553     $ 62     $ 257     $ -     $ 3,375  

 

 

The following table sets forth information regarding the allowance for loan losses by portfolio segment and impairment methodology.

 

   

March 31, 2018

 
   

Residential

   

Commercial

   

Commercial

                                 
   

Real Estate

   

Real Estate

   

and Industrial

   

Consumer

   

Purchased

   

Unallocated

   

Total

 
   

(Dollars in thousands)

 

Allowance for loan losses:

                                                       

Individually evaluated

  $ 336     $ 189     $ 131     $ 7     $ -     $ -     $ 663  

Collectively evaluated

    249       2,547       505       38       -       -       3,339  

ASC 310-30

    -       -       -       -       689       -       689  

Total

  $ 585     $ 2,736     $ 636     $ 45     $ 689     $ -