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 December 31, 2015
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 the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date. As of February 1, 2016, the registrant had outstanding 8,482,819 shares of voting common stock, $1.00 par value per share and 1,029,110 shares of non-voting common stock, $1.00 par value per share.
Part I. |
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Item 1. |
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December 31, 2015 and June 30, 2015 | 3 | ||
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Three Months Ended December 31, 2015 and 2014 | |||
Six Months Ended December 31, 2015 and 2014 | 4 | ||
Three Months Ended December 31, 2015 and 2014 | |||
Six Months Ended December 31, 2015 and 2014 | 5 | ||
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Six Months Ended December 31, 2015 and 2014 | 6 | ||
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Six Months Ended December 31, 2015 and 2014 | 7 | ||
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Item 2. |
Management's Discussion and Analysis of Financial Condition and Results of Operations |
30 |
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Item 3. |
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Item 4. |
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Part II. |
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Item 1. |
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Item 1A. |
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Item 2. |
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Item 3. |
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Item 4. |
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Item 5. |
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Item 6. |
45 |
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)
December 31, 2015 |
June 30, 2015 |
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Assets |
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Cash and due from banks |
$ | 3,485 | $ | 2,789 | ||||
Short-term investments |
62,878 | 87,061 | ||||||
Total cash and cash equivalents |
66,363 | 89,850 | ||||||
Available-for-sale securities, at fair value |
104,339 | 101,908 | ||||||
Residential real estate loans held for sale |
7,592 | 7,093 | ||||||
SBA loans held for sale |
- | 1,942 | ||||||
Total loans held for sale |
7,592 | 9,035 | ||||||
Loans |
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Commercial real estate |
401,075 | 348,676 | ||||||
Residential real estate |
122,427 | 132,669 | ||||||
Commercial and industrial |
149,154 | 123,133 | ||||||
Consumer |
6,780 | 7,659 | ||||||
Total loans |
679,436 | 612,137 | ||||||
Less: Allowance for loan losses |
2,129 | 1,926 | ||||||
Loans, net |
677,307 | 610,211 | ||||||
Premises and equipment, net |
8,461 | 8,253 | ||||||
Real estate owned and other possessed collateral, net |
1,238 | 1,651 | ||||||
Federal Home Loan Bank stock, at cost |
2,571 | 4,102 | ||||||
Intangible assets, net |
1,947 | 2,209 | ||||||
Bank owned life insurance |
15,499 | 15,276 | ||||||
Other assets |
8,784 | 8,223 | ||||||
Total assets |
$ | 894,101 | $ | 850,718 | ||||
Liabilities and Stockholders' Equity |
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Deposits |
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Demand |
$ | 64,087 | $ | 60,383 | ||||
Savings and interest checking |
101,117 | 100,134 | ||||||
Money market |
208,324 | 168,527 | ||||||
Time |
353,238 | 345,715 | ||||||
Total deposits |
726,766 | 674,759 | ||||||
Federal Home Loan Bank advances |
30,131 | 30,188 | ||||||
Wholesale repurchase agreements |
- | 10,037 | ||||||
Short-term borrowings |
2,426 | 2,349 | ||||||
Junior subordinated debentures issued to affiliated trusts |
8,723 | 8,626 | ||||||
Capital lease obligation |
1,252 | 1,368 | ||||||
Other liabilities |
10,190 | 10,664 | ||||||
Total liabilities |
779,488 | 737,991 | ||||||
Commitments and contingencies |
- | - | ||||||
Stockholders' equity |
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Preferred stock, $1.00 par value, 1,000,000 shares authorized; no shares issued and outstanding at December 31, 2015 and June 30, 2015 |
- | - | ||||||
Voting common stock, $1.00 par value, 25,000,000 shares authorized; 8,490,619 and 8,575,144 shares issued and outstanding at December 31, 2015 and June 30, 2015, respectively |
8,491 | 8,575 | ||||||
Non-voting common stock, $1.00 par value, 3,000,000 shares authorized; 1,029,110 and 1,012,739 shares issued and outstanding at December 31, 2015 and June 30, 2015, respectively |
1,029 | 1,013 | ||||||
Additional paid-in capital |
84,525 | 85,506 | ||||||
Retained earnings |
22,340 | 18,921 | ||||||
Accumulated other comprehensive loss |
(1,772 | ) | (1,288 | ) | ||||
Total stockholders' equity |
114,613 | 112,727 | ||||||
Total liabilities and stockholders' equity |
$ | 894,101 | $ | 850,718 |
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 December 31, |
Six Months Ended December 31, |
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2015 |
2014 |
2015 |
2014 |
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Interest and dividend income: |
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Interest and fees on loans |
$ | 11,719 | $ | 10,948 | $ | 22,509 | $ | 21,870 | ||||||||
Interest on available-for-sale securities |
236 | 232 | 464 | 475 | ||||||||||||
Other interest and dividend income |
80 | 79 | 176 | 146 | ||||||||||||
Total interest and dividend income |
12,035 | 11,259 | 23,149 | 22,491 | ||||||||||||
Interest expense: |
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Deposits |
1,425 | 1,281 | 2,789 | 2,410 | ||||||||||||
Federal Home Loan Bank advances |
259 | 265 | 519 | 588 | ||||||||||||
Wholesale repurchase agreements |
- | 73 | 67 | 145 | ||||||||||||
Short-term borrowings |
5 | 7 | 13 | 16 | ||||||||||||
Junior subordinated debentures issued to affiliated trusts |
158 | 188 | 312 | 394 | ||||||||||||
Obligation under capital lease agreements |
16 | 19 | 33 | 38 | ||||||||||||
Total interest expense |
1,863 | 1,833 | 3,733 | 3,591 | ||||||||||||
Net interest and dividend income before provision for loan losses |
10,172 | 9,426 | 19,416 | 18,900 | ||||||||||||
Provision for loan losses |
896 | 113 | 1,065 | 433 | ||||||||||||
Net interest and dividend income after provision for loan losses |
9,276 | 9,313 | 18,351 | 18,467 | ||||||||||||
Noninterest income: |
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Fees for other services to customers |
428 | 392 | 836 | 786 | ||||||||||||
Gain on sales of residential loans held for sale |
398 | 447 | 957 | 1,029 | ||||||||||||
Gain on sales of portfolio loans |
679 | 445 | 1,354 | 525 | ||||||||||||
Loss recognized on real estate owned and other repossessed collateral, net |
(14 | ) | (31 | ) | (74 | ) | (54 | ) | ||||||||
Bank-owned life insurance income |
112 | 110 | 224 | 219 | ||||||||||||
Other noninterest income |
21 | 7 | 29 | 19 | ||||||||||||
Total noninterest income |
1,624 | 1,370 | 3,326 | 2,524 | ||||||||||||
Noninterest expense: |
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Salaries and employee benefits |
4,854 | 4,737 | 9,110 | 9,270 | ||||||||||||
Occupancy and equipment expense |
1,320 | 1,181 | 2,610 | 2,384 | ||||||||||||
Professional fees |
264 | 458 | 694 | 766 | ||||||||||||
Data processing fees |
366 | 347 | 714 | 692 | ||||||||||||
Marketing expense |
66 | 80 | 136 | 148 | ||||||||||||
Loan acquisition and collection expense |
219 | 413 | 663 | 687 | ||||||||||||
FDIC insurance premiums |
116 | 110 | 229 | 234 | ||||||||||||
Intangible asset amortization |
131 | 166 | 262 | 331 | ||||||||||||
Other noninterest expense |
860 | 718 | 1,589 | 1,437 | ||||||||||||
Total noninterest expense |
8,196 | 8,210 | 16,007 | 15,949 | ||||||||||||
Income before income tax expense |
2,704 | 2,473 | 5,670 | 5,042 | ||||||||||||
Income tax expense |
960 | 893 | 2,059 | 1,818 | ||||||||||||
Net income |
1,744 | 1,580 | 3,611 | 3,224 | ||||||||||||
Weighted-average shares outstanding: |
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Basic |
9,559,369 | 10,132,349 | 9,560,913 | 10,155,598 | ||||||||||||
Diluted |
9,569,585 | 10,132,349 | 9,567,138 | 10,155,598 | ||||||||||||
Earnings per common share: |
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Basic |
$ | 0.18 | $ | 0.16 | $ | 0.38 | $ | 0.32 | ||||||||
Diluted |
0.18 | 0.16 | 0.38 | 0.32 | ||||||||||||
Cash dividends declared per common share |
$ | 0.01 | $ | 0.01 | $ | 0.02 | $ | 0.02 |
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 December 31, |
Six Months Ended December 31, |
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2015 |
2014 |
2015 |
2014 |
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Net income |
$ | 1,744 | $ | 1,580 | $ | 3,611 | $ | 3,224 | ||||||||
Other comprehensive (loss) income, before tax: |
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Available-for-sale securities: |
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Change in net unrealized (loss) gain on available-for-sale securities |
(692 | ) | 538 | (226 | ) | 263 | ||||||||||
Derivatives and hedging activities: |
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Change in accumulated gain (loss) on effective cash flow hedges |
284 | (500 | ) | (554 | ) | (770 | ) | |||||||||
Reclassification adjustments for net gains included in net income |
- | (24 | ) | - | (34 | ) | ||||||||||
Total derivatives and hedging activities |
284 | (524 | ) | (554 | ) | (804 | ) | |||||||||
Total other comprehensive (loss) income, before tax |
(408 | ) | 14 | (780 | ) | (541 | ) | |||||||||
Income tax (benefit) expense related to other comprehensive (loss) income |
(155 | ) | 4 | (296 | ) | (183 | ) | |||||||||
Other comprehensive (loss) income, net of tax |
(253 | ) | 10 | (484 | ) | (358 | ) | |||||||||
Comprehensive income |
$ | 1,491 | $ | 1,590 | $ | 3,127 | $ | 2,866 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
NORTHEAST BANCORP AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(Unaudited)
(Dollars in thousands, except share and per share data)
Preferred Stock |
Voting Common Stock |
Non-voting Common Stock |
Additional Paid-in |
Retained |
Accumulated Other Comprehensive |
Total Stockholders' |
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Shares |
Amount |
Shares |
Amount |
Shares |
Amount |
Capital |
Earnings |
Loss |
Equity |
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Balance at June 30, 2014 |
- | $ | - | 9,260,331 | $ | 9,260 | 880,963 | $ | 881 | $ | 90,914 | $ | 12,294 | $ | (1,283 | ) | $ | 112,066 | ||||||||||||||||||||||
Net income |
- | - | - | - | - | - | - | 3,224 | - | 3,224 | ||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax |
- | - | - | - | - | - | - | - | (358 | ) | (358 | ) | ||||||||||||||||||||||||||||
Common stock repurchased |
- | - | (448,686 | ) | (449 | ) | - | - | (3,653 | ) | - | - | (4,102 | ) | ||||||||||||||||||||||||||
Conversion of voting common stock to non- voting common stock |
- | - | - | - | - | - | - | - | - | - | ||||||||||||||||||||||||||||||
Dividends on common stock at $0.02 per share |
- | - | - | - | - | - | - | (204 | ) | - | (204 | ) | ||||||||||||||||||||||||||||
Stock-based compensation |
- | - | - | - | - | - | 297 | - | - | 297 | ||||||||||||||||||||||||||||||
Issuance of restricted common stock |
- | - | 168,000 | 168 | - | - | (168 | ) | - | - | - | |||||||||||||||||||||||||||||
Forfeiture of restricted common stock |
- | - | (14,221 | ) | (14 | ) | - | - | 14 | - | - | - | ||||||||||||||||||||||||||||
Balance at December 31, 2014 |
- | $ | - | 8,965,424 | $ | 8,965 | 880,963 | $ | 881 | $ | 87,404 | $ | 15,314 | $ | (1,641 | ) | $ | 110,923 | ||||||||||||||||||||||
Balance at June 30, 2015 |
- | $ | - | 8,575,144 | $ | 8,575 | 1,012,739 | $ | 1,013 | $ | 85,506 | $ | 18,921 | $ | (1,288 | ) | $ | 112,727 | ||||||||||||||||||||||
Net income |
- | - | - | - | - | - | - | 3,611 | - | 3,611 | ||||||||||||||||||||||||||||||
Other comprehensive loss, net of tax |
- | - | - | - | - | - | - | - | (484 | ) | (484 | ) | ||||||||||||||||||||||||||||
Common stock repurchased |
- | - | (125,100 | ) | (125 | ) | - | - | (1,204 | ) | - | - | (1,329 | ) | ||||||||||||||||||||||||||
Conversion of voting common stock to non- voting common stock |
- | - | (16,371 | ) | (16 | ) | 16,371 | 16 | - | - | - | - | ||||||||||||||||||||||||||||
Dividends on common stock at $0.02 per share |
- | - | - | - | - | - | - | (192 | ) | - | (192 | ) | ||||||||||||||||||||||||||||
Stock-based compensation |
- | - | - | - | - | - | 280 | - | - | 280 | ||||||||||||||||||||||||||||||
Issuance of restricted common stock |
- | - | 100,000 | 100 | - | - | (100 | ) | - | - | - | |||||||||||||||||||||||||||||
Forfeiture of restricted common stock |
- | - | (43,054 | ) | (43 | ) | - | - | 43 | - | - | - | ||||||||||||||||||||||||||||
Balance at December 31, 2015 |
- | $ | - | 8,490,619 | $ | 8,491 | 1,029,110 | $ | 1,029 | $ | 84,525 | $ | 22,340 | $ | (1,772 | ) | $ | 114,613 |
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)
Six Months Ended December 31, |
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2015 |
2014 |
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Operating activities: |
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Net income |
$ | 3,611 | $ | 3,224 | ||||
Adjustments to reconcile net income to net cash (used in) provided by operating activities: |
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Provision for loan losses |
1,065 | 433 | ||||||
Loss on sale and impairment of real estate owned and other repossessed collateral, net |
68 | 26 | ||||||
Loss on sale of premises and equipment, net |
6 | 28 | ||||||
Accretion of fair value adjustments on loans, net |
(5,600 | ) | (6,117 | ) | ||||
Accretion of fair value adjustments on deposits, net |
(4 | ) | (120 | ) | ||||
Accretion of fair value adjustments on borrowings, net |
3 | (72 | ) | |||||
Originations of loans held for sale |
(49,640 | ) | (49,444 | ) | ||||
Net proceeds from sales of loans held for sale |
50,098 | 57,264 | ||||||
Gain on sales of residential loans held for sale |
(957 | ) | (1,029 | ) | ||||
Gain on sales of portfolio loans |
(1,354 | ) | (525 | ) | ||||
Amortization of intangible assets |
262 | 331 | ||||||
Bank-owned life insurance income, net |
(224 | ) | (219 | ) | ||||
Depreciation of premises and equipment |
824 | 847 | ||||||
Stock-based compensation |
280 | 297 | ||||||
Amortization of available-for-sale securities, net |
490 | 519 | ||||||
Changes in other assets and liabilities: |
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Other assets |
165 | (1,665 | ) | |||||
Other liabilities |
(1,027 | ) | (1,071 | ) | ||||
Net cash (used in) provided by operating activities |
(1,934 | ) | 2,707 | |||||
Investing activities: |
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Purchases of available-for-sale securities |
(17,548 | ) | - | |||||
Proceeds from maturities and principal payments on available-for-sale securities |
14,400 | 5,786 | ||||||
Loan purchases |
(59,311 | ) | (39,667 | ) | ||||
Proceeds from sales of portfolio loans |
14,427 | 3,665 | ||||||
Loan originations, principal collections, and purchased loan paydowns, net |
(15,424 | ) | (16,778 | ) | ||||
Purchases and disposals of premises and equipment, net |
(1,038 | ) | (234 | ) | ||||
Redemption of Federal Home Loan Bank stock |
1,531 | - | ||||||
Proceeds from sales of real estate owned and other repossessed collateral |
959 | 129 | ||||||
Net cash used in investing activities |
(62,004 | ) | (47,099 | ) | ||||
Financing activities: |
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Net increase in deposits |
52,011 | 57,511 | ||||||
Net increase (decrease) in short-term borrowings |
77 | (209 | ) | |||||
Repurchase of common stock |
(1,329 | ) | (4,102 | ) | ||||
Dividends paid on common stock |
(192 | ) | (204 | ) | ||||
Repayments of FHLB advances |
- | (7,500 | ) | |||||
Repayment of wholesale repurchase agreements |
(10,000 | ) | - | |||||
Repayment of capital lease obligation |
(116 | ) | (94 | ) | ||||
Net cash provided by financing activities |
40,451 | 45,402 | ||||||
Net (decrease) increase in cash and cash equivalents |
(23,487 | ) | 1,010 | |||||
Cash and cash equivalents, beginning of period |
89,850 | 82,259 | ||||||
Cash and cash equivalents, end of period |
$ | 66,363 | $ | 83,269 | ||||
Supplemental schedule of noncash investing and financing activities: |
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Transfers from loans to real estate owned and other repossessed collateral |
$ | 614 | $ | 241 | ||||
Transfers from real estate owned and other repossessed collateral to loans |
- | 2 |
The accompanying notes are an integral part of these unaudited consolidated financial statements.
NORTHEAST BANCORP AND SUBSIDIARY
Notes to Unaudited Consolidated Financial Statements
December 31, 2015
1. Basis of Presentation
The accompanying unaudited condensed and consolidated interim financial statements include the accounts of Northeast Bancorp (“Northeast” or the “Company”) and its wholly-owned subsidiary, Northeast Bank (the “Bank”).
These 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 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, 2015 (“Fiscal 2015”) included in the Company's Annual Report on Form 10-K filed with the Securities and Exchange Commission.
2. Recent Accounting Pronouncements
In January 2014, the FASB issued ASU No. 2014-01, Investments—Equity Method and Joint Ventures (Topic 323): Accounting for Investments in Qualified Affordable Housing Projects ("ASU 2014-01"). The amendments in ASU 2014-01 provide guidance on accounting for investments by a reporting entity in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received and recognizes the net investment performance in the income statement as a component of income tax expense (benefit). The amendments are effective for fiscal years, and interim periods within those years, beginning after December 15, 2014 and should be applied retrospectively to all periods presented. Early adoption is permitted. The Company adopted the standard in the current period. See Part I. Item I. “Notes to Unaudited Consolidated Financial Statements – Note 6: Investments in Qualified Affordable Housing Projects” for further discussion and related effect.
In May 2014, the Financial Accounting Standards Board (“FASB”) issued 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.
In June 2014, the FASB issued ASU 2014-11, Transfers and Servicing (Topic 860): Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures (“ASU 2014-11”). ASU 2014-11 requires that repurchase-to-maturity transactions be accounted for as secured borrowings consistent with the accounting for other repurchase agreements. In addition, ASU 2014-11 requires separate accounting for repurchase financings, which entails the transfer of a financial asset executed contemporaneously with a repurchase agreement with the same counterparty. ASU 2014-11 requires entities to disclose certain information about transfers accounted for as sales in transactions that are economically similar to repurchase agreements. In addition, ASU 2014-11 requires disclosures related to collateral, remaining contractual tenor and of the potential risks associated with repurchase agreements, securities lending transactions and repurchase-to-maturity transactions. ASU 2014-11 was effective July 1, 2015 and did not have a significant impact on the Company’s financial statements.
In August 2014, the FASB issued ASU 2014-14, Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure (“ASU 2014-14”). ASU 2014-14 affects creditors that hold government-guaranteed mortgage loans, including those guaranteed by the Federal Housing Administration (FHA) of the U.S. Department of Housing and Urban Development (HUD), and the U.S. Department of Veterans Affairs (VA). The update requires that, upon foreclosure, a guaranteed mortgage loan be derecognized and a separate other receivable be recognized when specific criteria are met. ASU 2014-14 is effective for fiscal years, and interim periods within those fiscal years, beginning after December 15, 2014. The adoption of this guidance did not have a significant impact on the Company’s financial statements.
In May 2015, the FASB issued ASU 2015-07, Disclosures for Investments in Certain Entities That Calculate Net Asset Value per Share (or Its Equivalent) (“ASU 2015-07”). The amendment affects reporting entities that elect to measure the fair value of an investment using the net asset value per share as a practical expedient. The Company adopted the standard in the current period. See Part I. Item I. “Notes to Unaudited Consolidated Financial Statements – Note 11: Fair Value Measurements” for further discussion and related effect.
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 US GAAP. This guidance is effective for fiscal years beginning after December 15, 2017, including interim periods within the fiscal year. The Company is currently evaluating the impact of the adoption of ASU 2016-01 on its consolidated financial statements.
3. Securities Available-for-Sale
The following presents a summary of the amortized cost, gross unrealized holding gains and losses, and fair value of securities available for sale.
December 31, 2015 |
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Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
(Dollars in thousands) |
||||||||||||||||
U.S. Government agency securities |
$ | 51,572 | $ | 1 | $ | (78 | ) | $ | 51,495 | |||||||
Agency mortgage-backed securities |
48,785 | - | (943 | ) | 47,842 | |||||||||||
Other investments measured at net asset value |
5,044 | - | (42 | ) | 5,002 | |||||||||||
$ | 105,401 | $ | 1 | $ | (1,063 | ) | $ | 104,339 |
June 30, 2015 |
||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value |
|||||||||||||
(Dollars in thousands) |
||||||||||||||||
U.S. Government agency securities |
$ | 48,191 | $ | 40 | $ | (1 | ) | $ | 48,230 | |||||||
Agency mortgage-backed securities |
54,553 | 2 | (877 | ) | 53,678 | |||||||||||
Other investments measured at net asset value |
- | - | - | - | ||||||||||||
$ | 102,744 | $ | 42 | $ | (878 | ) | $ | 101,908 |
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 six months ended December 31, 2015 or 2014. At December 31, 2015, investment securities with a fair value of approximately $3.0 million 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.
December 31, 2015 |
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Less than 12 Months |
More than 12 Months |
Total |
||||||||||||||||||||||
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
|||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||
U.S. Government agency securities |
$ | 42,495 | $ | (78 | ) | $ | - | $ | - | $ | 42,495 | $ | (78 | ) | ||||||||||
Agency mortgage-backed securities |
10,620 | (129 | ) | 37,222 | (814 | ) | 47,842 | (943 | ) | |||||||||||||||
Other investments measured at net asset value |
5,002 | (42 | ) | - | - | 5,002 | (42 | ) | ||||||||||||||||
$ | 58,117 | $ | (249 | ) | $ | 37,222 | $ | (814 | ) | $ | 95,339 | $ | (1,063 | ) |
June 30, 2015 |
||||||||||||||||||||||||
Less than 12 Months |
More than 12 Months |
Total |
||||||||||||||||||||||
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
Fair Value |
Unrealized Losses |
|||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||
U.S. Government agency securities |
$ | 2,999 | $ | (1 | ) | $ | - | $ | - | $ | 2,999 | $ | (1 | ) | ||||||||||
Agency mortgage-backed securities |
10,295 | (106 | ) | 41,349 | (771 | ) | 51,644 | (877 | ) | |||||||||||||||
Other investments measured at net asset value |
- | - | - | - | - | - | ||||||||||||||||||
$ | 13,294 | $ | (107 | ) | $ | 41,349 | $ | (771 | ) | $ | 54,643 | $ | (878 | ) |
There were no other-than-temporary impairment losses on securities during the three and six months ended December 31, 2015 or 2014.
At December 31, 2015, the Company had sixteen securities in a continuous loss position for greater than twelve months. At December 31, 2015, 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 December 31, 2015 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 December 31, 2015, it is more likely than not that the Company will not sell or 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 December 31, 2015.
The investment measured at net asset value is a fund that seeks to invest in securities either issued or guaranteed by the U.S. government or its agencies. The underlying composition of the fund is primarily government agencies or other investment-grade investments. The effective duration of the investments is 4.55 years.
The amortized cost and fair values of available-for-sale debt securities by contractual maturity are shown below as of December 31, 2015. Actual maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
Amortized Cost |
Fair Value |
|||||||
(Dollars in thousands) |
||||||||
Due within one year |
$ | 39,082 | $ | 39,067 | ||||
Due after one year through five years |
12,490 | 12,428 | ||||||
Due after five years through ten years |
22,966 | 22,620 | ||||||
Due after ten years |
25,819 | 25,222 | ||||||
Total | $ | 100,357 | $ | 99,337 |
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 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 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.
December 31, 2015 |
June 30, 2015 |
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Originated |
Purchased |
Total |
Originated |
Purchased |
Total |
|||||||||||||||||||
(Dollars in thousands) | ||||||||||||||||||||||||
Residential real estate |
$ | 99,312 | $ | 2,658 | $ | 101,970 | $ | 106,275 | $ | 2,068 | $ | 108,343 | ||||||||||||
Home equity |
20,457 | - | 20,457 | 24,326 | - | 24,326 | ||||||||||||||||||
Commercial real estate |
177,941 | 223,134 | 401,075 | 148,425 | 200,251 | 348,676 | ||||||||||||||||||
Commercial and industrial |
148,932 | 222 | 149,154 | 122,860 | 273 | 123,133 | ||||||||||||||||||
Consumer |
6,780 | - | 6,780 | 7,659 | - | 7,659 | ||||||||||||||||||
Total loans |
$ | 453,422 | $ | 226,014 | $ | 679,436 | $ | 409,545 | $ | 202,592 | $ | 612,137 |
Past Due and Nonaccrual Loans
The following is a summary of past due and non-accrual loans:
December 31, 2015 |
||||||||||||||||||||||||||||||||
30-59 Days |
60-89 Days |
Past Due 90 Days or More-Still Accruing |
Past Due 90 Days or More- Nonaccrual |
Total Past Due |
Total Current |
Total Loans |
Non- Accrual Loans |
|||||||||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||||||||||
Originated portfolio: |
||||||||||||||||||||||||||||||||
Residential real estate |
$ | 607 | $ | 552 | $ | - | $ | 2,199 | $ | 3,558 | $ | 95,954 | $ | 99,312 | $ | 3,263 | ||||||||||||||||
Home equity |
- | - | - | 11 | 11 | 20,446 | 20,457 | 11 | ||||||||||||||||||||||||
Commercial real estate |
227 | 188 | - | 278 | 693 | 177,248 | 177,941 | 399 | ||||||||||||||||||||||||
Commercial and industrial |
- | - | - | 2 | 2 | 148,930 | 148,932 | 2 | ||||||||||||||||||||||||
Consumer |
55 | 70 | - | 107 | 232 | 6,548 | 6,780 | 204 | ||||||||||||||||||||||||
Total originated portfolio |
889 | 810 | - | 2,597 | 4,296 | 449,126 | 453,422 | 3,879 | ||||||||||||||||||||||||
Purchased portfolio: |
||||||||||||||||||||||||||||||||
Residential real estate |
- | 1,186 | - | - | 1,186 | 1,472 | 2,658 | - | ||||||||||||||||||||||||
Commercial and industrial |
- | - | - | - | - | 222 | 222 | - | ||||||||||||||||||||||||
Commercial real estate |
8,426 | 743 | - | 2,214 | 11,383 | 211,751 | 223,134 | 2,221 | ||||||||||||||||||||||||
Total purchased portfolio |
8,426 | 1,929 | - | 2,214 | 12,569 | 213,445 | 226,014 | 2,221 | ||||||||||||||||||||||||
Total loans |
$ | 9,315 | $ | 2,739 | $ | - | $ | 4,811 | $ | 16,865 | $ | 662,571 | $ | 679,436 | $ | 6,100 | ||||||||||||||||
June 30, 2015 |
||||||||||||||||||||||||||||||||
30-59 Days |
60-89 Days |
Past Due 90 Days or More-Still Accruing |
Past Due 90 Days or More- Nonaccrual |
Total Past Due |
Total Current |
Total Loans |
Non- Accrual Loans |
|||||||||||||||||||||||||
(Dollars in thousands) |
||||||||||||||||||||||||||||||||
Originated portfolio: |
||||||||||||||||||||||||||||||||
Residential real estate |
$ | 239 | $ | 973 | $ | - | $ | 1,393 | $ | 2,605 | $ | 103,670 | $ | 106,275 | $ | 3,021 | ||||||||||||||||
Home equity |
9 | - | - | 11 | 20 | 24,306 | 24,326 | 11 | ||||||||||||||||||||||||
Commercial real estate |
300 | - | - | 704 | 1,004 | 147,421 | 148,425 | 994 | ||||||||||||||||||||||||
Commercial and industrial |
- | - | - | 2 | 2 | 122,858 | 122,860 | 2 | ||||||||||||||||||||||||
Consumer |
105 | 29 | - | 56 | 190 | 7,469 | 7,659 | 190 | ||||||||||||||||||||||||
Total originated portfolio |
653 | 1,002 | - | 2,166 | 3,821 | 405,724 | 409,545 | 4,218 | ||||||||||||||||||||||||
Purchased portfolio: |
||||||||||||||||||||||||||||||||
Residential real estate |
- | - | - | - | - | 2,068 | 2,068 | - | ||||||||||||||||||||||||
Commercial and industrial |
- | - | - | - | - | 273 |