The accompanying
notes are an integral part of these condensed consolidated financial statements.
The accompanying
notes are an integral part of these condensed consolidated financial statements.
The accompanying
notes are an integral part of these condensed consolidated financial statements.
The accompanying
notes are an integral part of these condensed consolidated financial statements.
The accompanying
notes are an integral part of these condensed consolidated financial statements.
Notes to Condensed
Consolidated Financial Statements (unaudited)
NOTE 1 - NATURE
OF OPERATIONS
Melrose Bancorp,
Inc. (the “Company”) was incorporated in February 2014 under the laws of the State of Maryland. The Company’s
activity consists of owning and supervising its subsidiary, Melrose Bank (the “Bank”). The Bank provides
financial services to individuals, families and businesses through our full-service banking office. Our primary business activity
consists of taking deposits from the general public in our market area and investing those deposits, together with funds generated
from operations, in one- to- four family residential real estate loans, home equity loans and lines of credit, commercial real
estate loans, construction loans and to a much lesser extent consumer loans. The Bank is a Massachusetts-chartered cooperative
bank headquartered in Melrose, Massachusetts. The Bank is subject to the regulations of, and periodic examination by, the Massachusetts
Division of Banks (“DOB”) and the Federal Deposit Insurance Corporation (“FDIC”). The Bank’s deposits
are insured by the FDIC subject to limitations.
The accounting and
reporting policies of the Company conform to accounting principles generally accepted in the United States of America.
NOTE 2 -
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
The
accompanying unaudited interim, consolidated financial statements have been prepared in accordance with U.S. generally accepted
accounting principles for interim financial information and Rule 10-01 of Regulation S-X. Information included herein as of June
30, 2018 and for the interim periods ended June 30, 2018 and 2017 is unaudited; however, in the opinion of management, all adjustments
considered necessary for a fair presentation have been included and were of a normal recurring nature. These statements should
be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s
Form 10-K for the year ended December 31, 2017 filed with the Securities and Exchange Commission on March 16, 2018. The results
of operations for the six months ended June 30, 2018 are not necessarily indicative of the results that may be expected for future
periods, including the year ending December 31, 2018.
The
significant accounting policies are summarized below to assist the reader in better understanding the condensed consolidated financial
statements and other data contained herein.
BASIS OF PRESENTATION:
The consolidated
financial statements include the accounts of the Company and its wholly-owned subsidiary, the Bank, and the Bank’s wholly-owned
subsidiary, MCBSC, Inc., which is used to hold investment securities. All significant intercompany accounts and transactions have
been eliminated in the consolidation.
USE OF ESTIMATES:
In preparing consolidated
financial statements in conformity with U.S. generally accepted accounting principles, management is required to make estimates
and assumptions that affect the reported amounts of assets and liabilities as of the date of the consolidated balance sheet and
reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material
estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance
for loan losses.
CASH AND CASH EQUIVALENTS:
For purposes of
reporting cash flows, cash and cash equivalents include cash, amounts due from banks, money market funds and federal funds sold.
SECURITIES:
Investments in debt
securities are adjusted for amortization of premiums and accretion of discounts computed so as to approximate the interest method.
Gains or losses on sales of investment securities are computed on a specific identification basis.
The Company classifies
all debt and equity securities as available-for-sale. Available-for-sale securities are carried at fair value in the consolidated
balance sheets. Unrealized holding gains and losses are not included in earnings, but are reported as a net amount (less expected
tax) in a separate component of stockholders’ equity until realized. The security classification may be modified after acquisition
only under certain specified conditions.
For any debt security
with a fair value less than its amortized cost basis, the Company will determine whether it has the intent to sell the debt security
or whether it is more likely than not it will be required to sell the debt security before the recovery of its amortized cost
basis. If either condition is met, the Company will recognize a full impairment charge to earnings. For all other debt securities
that are considered other-than-temporarily impaired and do not meet either condition, the credit loss portion of impairment will
be recognized in earnings as realized losses. The other-than-temporary impairment related to all other factors will be recorded
in other comprehensive loss.
Declines in marketable
equity securities below their cost that are deemed other-than-temporary are reflected in earnings as realized losses.
FEDERAL HOME LOAN
BANK STOCK:
As a member of the
Federal Home Loan Bank of Boston (FHLB), the Company is required to invest in $100 par value stock of the FHLB. The FHLB capital
structure mandates that members must own stock as determined by their Total Stock Investment Requirement which is the sum of a
member’s Membership Stock Investment Requirement and Activity-Based Stock Investment Requirement, as defined. Management
evaluates the Company’s investment in FHLB stock for other-than-temporary impairment at least on a quarterly basis and more
frequently when economic or market conditions warrant such evaluation. Based on its most recent analysis of the FHLB as of June
30, 2018, management deems its investment in FHLB stock to be not other-than-temporarily impaired.
CO-OPERATIVE CENTRAL
BANK AND SHARE INSURANCE FUND:
All Massachusetts-chartered
co-operative banks are required to be members of the Co-operative Central Bank, which maintains the Share Insurance Fund that
insures co-operative bank deposits in excess of federal deposit insurance coverage. The Co-operative Central Bank is authorized
to charge co-operative banks an annual assessment fee on deposit balances in excess of amounts insured by the FDIC. Assessment
rates are based on the institution’s risk category, similar to the method currently used to determine assessments by the
FDIC.
LOANS:
Loans receivable
that management has the intent and ability to hold until maturity or payoff are reported at their outstanding principal balances
adjusted for amounts due to borrowers on outstanding home equity lines of credit, commercial lines of credit and construction
loans, any charge-offs, the allowance for loan losses and any deferred fees or costs on originated loans, or unamortized premiums
or discounts on purchased loans.
Loan origination
and commitment fees and certain direct origination costs are deferred, and the net amount amortized as an adjustment of the related
loan’s yield. The Company is amortizing these amounts over the expected lives of the related loans.
Residential real
estate loans are generally placed on nonaccrual when reaching 90 days past due or are in the process of foreclosure. All closed-end
consumer loans 90 days or more past due and any equity line in the process of foreclosure are placed on nonaccrual status. Secured
consumer loans are written down to realizable value and unsecured consumer loans are charged off upon reaching 120 or 180 days
past due depending on the type of loan. Commercial real estate loans and commercial business loans which are 90 days or more past
due are generally placed on nonaccrual status, unless secured by sufficient cash or other assets immediately convertible to cash.
When a loan has been placed on nonaccrual status, previously accrued and uncollected interest is reversed against interest on
loans. A loan can be returned to accrual status when collectability of principal is reasonably assured and the loan has performed
for a period of time, generally six months.
Cash receipts of
interest income on impaired loans are credited to principal to the extent necessary to eliminate doubt as to the collectability
of the net carrying amount of the loan. Some or all of the cash receipts of interest income on impaired loans are recognized as
interest income if the remaining net carrying amount of the loan is deemed to be fully collectible. When recognition of interest
income on an impaired loan on a cash basis is appropriate, the amount of income that is recognized is limited to that which would
have been accrued on the net carrying amount of the loan at the contractual interest rate. Any cash interest payments received
in excess of the limit and not applied to reduce the net carrying amount of the loan are recorded as recoveries of charge-offs
until the charge-offs are fully recovered.
ALLOWANCE FOR LOAN
LOSSES:
The allowance for
loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan
losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent
recoveries, if any, are credited to the allowance.
The allowance for
loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability
of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect
the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation
is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
PREMISES AND
EQUIPMENT:
Land is carried
at cost. Buildings and equipment are stated at cost, less accumulated depreciation and amortization. Cost and related allowances
for depreciation and amortization of premises and equipment retired or otherwise disposed of are removed from the respective accounts
with any gain or loss included in income or expense.
Depreciation and
amortization are calculated principally on the straight-line method over the estimated useful lives of the assets. Estimated lives
are 15 to 40 years for buildings and 3 to 10 years for furniture and equipment.
Premises and equipment
are periodically evaluated for impairment when events or changes in circumstances indicate the carrying amount may not be recoverable.
BANK-OWNED LIFE
INSURANCE:
The Company has
purchased insurance policies on the lives of certain directors, executive officers and employees. Bank-owned life insurance policies
are reflected on the consolidated balance sheets at cash surrender value. Changes in net cash surrender value of the policies,
as well as insurance proceeds received, are reflected in non-interest income on the consolidated statements of income and are
not subject to income taxes.
ADVERTISING:
The Company directly
expenses costs associated with advertising as they are incurred.
INCOME TAXES:
The Company recognizes
income taxes under the asset and liability method. Under this method, deferred tax assets and liabilities are established for
the temporary differences between the accounting basis and the tax basis of the Company’s assets and liabilities at enacted
tax rates expected to be in effect when the amounts related to such temporary differences are realized or settled.
EMPLOYEE STOCK OWNERSHIP
PLAN:
Compensation expense
for the Employee Stock Ownership Plan (“ESOP”) is recorded at an amount equal to the shares allocated by the ESOP
multiplied by the average fair value of the shares during the period. Unearned compensation applicable to the ESOP is reflected
as a reduction of stockholders’ equity in the consolidated balance sheets. The difference between the average fair value
and the cost of shares allocated by the ESOP is recorded as an adjustment to additional paid-in-capital.
STOCK-BASED COMPENSATION:
The Company recognizes
stock-based compensation based on the grant-date fair value of the award. Forfeitures will be recognized when they occur. The
Company values share-based stock option awards granted using the Black-Scholes option-pricing model. The Company recognizes compensation
expense for its awards on a straight-line basis over the requisite service period for the entire award (straight-line attribution
method), ensuring that the amount of compensation cost recognized at any date at least equals the portion of the grant-date fair
value of the award that is vested at that time.
EARNINGS PER SHARE
(EPS):
Basic EPS is calculated
by dividing net income by the weighted average number of common shares outstanding adjusted to exclude the weighted average number
of unallocated shares held by the ESOP and weighted average shares of unearned restricted stock. Diluted EPS reflects the potential
dilution that would occur if securities or other contracts to issue common stock were exercised or converted into common stock
or resulted in the issuance of common stock that then shared in earnings of the entity. For the purposes of computing diluted
EPS, the treasury stock method is used.
The calculation
of basic and diluted EPS (unaudited) is presented below.
|
|
Three Months Ended
June 30,
2018
|
|
|
Three Months Ended
June 30,
2017
|
|
|
Six Months Ended
June 30,
2018
|
|
|
Six Months Ended
June 30,
2017
|
|
|
|
(In thousands, except share data)
|
|
Net income
|
|
$
|
376
|
|
|
$
|
421
|
|
|
$
|
859
|
|
|
$
|
948
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic Common Shares:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
|
|
|
2,600,389
|
|
|
|
2,602,079
|
|
|
|
2,600,565
|
|
|
|
2,602,079
|
|
Weighted average shares - unearned restricted stock
|
|
|
(26,093
|
)
|
|
|
(34,950
|
)
|
|
|
(27,194
|
)
|
|
|
(36,042
|
)
|
Weighted average unallocated ESOP shares
|
|
|
(193,355
|
)
|
|
|
(200,899
|
)
|
|
|
(194,298
|
)
|
|
|
(201,842
|
)
|
Basic weighted average shares outstanding
|
|
|
2,380,941
|
|
|
|
2,366,230
|
|
|
|
2,379,073
|
|
|
|
2,364,195
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dilutive effect of unvested restricted stock awards
|
|
|
5,780
|
|
|
|
3,897
|
|
|
|
5,934
|
|
|
|
3,969
|
|
Dilutive effect stock options
|
|
|
26,917
|
|
|
|
-
|
|
|
|
24,953
|
|
|
|
-
|
|
Diluted weighted average shares outstanding
|
|
|
2,411,523
|
|
|
|
2,370,127
|
|
|
|
2,407,877
|
|
|
|
2,368,164
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share
|
|
$
|
0.16
|
|
|
$
|
0.18
|
|
|
$
|
0.36
|
|
|
$
|
0.40
|
|
Diluted earnings per share
(1)
|
|
$
|
0.16
|
|
|
$
|
0.18
|
|
|
$
|
0.36
|
|
|
$
|
0.40
|
|
|
(1)
|
For the three and six
months ended June 30, 2018, all options to purchase and restricted stock awards were
included in the computation of dilutive earnings per share, because the effect is
dilutive. Options to purchase 224,200 shares, representing all outstanding options during the six months ended June 30, 2017,
were not included in the computation of diluted earnings per share for the three and
six months ended
June 30, 2017,
because
the effect is anti-dilutive.
|
FAIR VALUES OF FINANCIAL
INSTRUMENTS:
Accounting Standards
Codification (ASC) 825, “Financial Instruments,” requires that the Company disclose the estimated fair value for its
financial instruments. Fair value methods and assumptions used by the Company in estimating its fair value disclosures are as
follows:
Cash and cash equivalents:
The carrying amounts reported in the consolidated balance sheets for cash and cash equivalents approximate fair value.
Securities: Fair
values for securities are based on quoted market prices, where available. If quoted market prices are not available, fair values
are based on quoted market prices of comparable instruments.
Loans receivable:
For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying
values. The fair values for other loans are estimated using discounted cash flow analyses, using interest rates currently being
offered for loans with similar terms to borrowers of similar credit quality.
Cooperative Central Bank deposits: The carrying amounts
reported in the consolidated balance sheets for Cooperative Central Bank deposits approximate fair value.
Federal Home Loan Bank stock: The carrying
amounts reported in the consolidated balance sheets for Federal Home Loan Bank stock approximate fair value.
Accrued interest
receivable: The carrying amount of accrued interest receivable approximates fair value.
Deposit liabilities:
The fair values for demand deposits (e.g., interest and non-interest checking, passbook savings and money market accounts) are,
by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). Fair values for fixed-rate
certificate accounts are estimated using a discounted cash flow calculation that applies interest rates currently being offered
on similar certificates to a schedule of aggregated expected monthly maturities on certificate accounts.
Federal Home Loan
Bank advances: Fair values for Federal Home Loan Bank advances are estimated using a discounted cash flow technique that applies
interest rates currently being offered on advances to a schedule of aggregate expected monthly maturities on Federal Home Loan
Bank advances.
RECENT ACCOUNTING
PRONOUNCEMENTS:
As an “emerging
growth company,” as defined in Title 1 of Jumpstart Our Business Startups (JOBS) Act, the Company has elected to use the
extended transition period to delay adoption of new or reissued accounting pronouncements applicable to public companies until
such pronouncements are made applicable to private companies. Accordingly, the consolidated financial statements may not be comparable
to the financial statements of public companies that comply with such new or revised accounting standards.
As
of June 30, 2018, there is no significant difference in the comparability of the financial statements as a result of this extended
transition period. The extended transition period for an emerging growth company is five years, and the Company’s emerging
growth status will end on December 31, 2019.
In
May 2014 and August 2015, respectively, the Financial Accounting Standards Board (FASB) issued Accounting Standards Update
ASU 2014-09 and ASU 2015-14, “Revenue from Contracts with Customers (Topic 606).” The objective of ASU 2014-09 is
to clarify principles for recognizing revenue and to develop a common revenue standard for Generally Accepted Accounting
Principles (GAAP) and International Financial Reporting Standards. The guidance in ASU 2014-09 affects any entity that either
enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial
assets unless those contracts are within the scope of other standards. The core principal of the guidance is that an entity
should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the
consideration to which the entity expects to be entitled in exchange for those goods or services. Under the extended
transition period for an emerging growth company, the amendments in ASU 2015-14 defer the effective date of ASU 2014-09 to
annual reporting periods beginning after December 15, 2018 and interim periods within that period. Earlier application is
permitted only as of an annual reporting period beginning after December 31, 2016, include interim reporting periods with
that reporting period. The Company’s revenue is comprised of net interest income on financial assets and financial
liabilities, which is explicitly excluded from the scope of ASU 2014-09, and non-interest income. Based on the
Company’s preliminary analysis of the effect of the new standard on its recurring revenue streams, the net quantitative
impact of these presentation changes to noninterest income and noninterest expense is expected to be immaterial and will not
affect net income. The Company is in the process of completing a full evaluation of the impact of the new standard, however,
anticipates the adoption of this ASU will not have a material impact on its consolidated financial statements.
In
January 2016, the FASB issued ASU 2016-01, “Financial Instruments – Overall (Subtopic 825-10): Recognition and Measurement
of Financial Assets and Financial Liabilities.” The amendments in this ASU address certain aspects of recognition, measurement,
presentation, and disclosure of financial instruments and makes targeted improvements to GAAP as follows:
|
1.
|
Require equity
investments (except those accounted for under the equity method of accounting or those
that result in consolidation of the investee) to be measured at fair value with changes
in fair value recognized in net income. However, the entity may choose to measure equity
investments that do not have readily determinable fair values at cost minus impairment,
if any, plus or minus changes resulting from observable price changes in orderly transactions
for the identical or a similar investment of the same manner.
|
|
2.
|
Simplify the
impairment assessment of equity investments without determinable fair values by requiring
a qualitative assessment to identify impairment. When a qualitative assessment indicates
that impairment exists, an entity is required to measure the investment at fair value.
|
|
3.
|
Eliminate the
requirement for public business entities to disclose the method(s) and significant assumptions
used to estimate the fair value that is required to be disclosed for financial instruments
measured at amortized cost on the balance sheet.
|
|
4.
|
Require public
business entities to use the exit price notion when measuring the fair value of financial
instruments for disclosure purposes.
|
|
5.
|
Require an
entity to present separately in other comprehensive loss the portion of the total change
in fair value of a liability resulting from a change in the instrument-specific credit
risk when the entity has elected to measure the liability at fair value in accordance
with the fair value option for financial instruments.
|
|
6.
|
Require separate
presentation of financial assets and financial liabilities by measurement category and
form of financial assets (that is, securities or loans and receivables) on the balance
sheet or the accompanying notes to the financial statements.
|
|
7.
|
Clarify that
an entity should evaluate the need for a valuation allowance on a deferred tax asset
related to available-for-sale securities in combination with the entity’s other
deferred tax assets.
|
Under
the extended transition period for an emerging growth company, the amendments in this Update are effective for fiscal years beginning
after December 15, 2018, and interim periods within those fiscal years. Early adoption of item 5 above is permitted as of the
beginning of fiscal years or interim periods for which financial statements have not been issued. Early adoption of all other
amendments in this ASU is not permitted. The Company is currently evaluating the amendments of ASU No. 2016-01 to determine the
potential impact the new standard will have on the Company’s consolidated financial statements.
In
February 2016, the FASB issued ASU 2016-02, “Leases (Topic 842).” This ASU was issued to increase transparency and
comparability among organizations by requiring reporting entities to recognize all leases, including operating, as lease assets
and lease liabilities on the balance sheet and disclose key information about leasing arrangements. The amendments in this ASU
are effective for fiscal years beginning after December 31, 2018, and interim periods therein. The Company anticipates that the
adoption of this ASU will not have a material impact on its consolidated financial statements.
In
June 2016, the FASB issued ASU No. 2016-13, “Financial Instruments – Credit Losses (Topic 326): Measurement of Credit
Losses on Financial Instruments.” The ASU requires an organization to measure all expected credit losses for financial assets
held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial
institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many
of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to
reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation
method is appropriate for their circumstances. Additionally, the ASU amends the accounting for credit losses on available-for-sale
debt securities and purchased financial assets with credit deterioration. This update will be effective for fiscal years beginning
after December 15, 2019, including interim periods within those fiscal years. Early adoption is permitted in interim and annual
reporting periods beginning after December 15, 2018. The Company is currently evaluating the amendments of ASU No. 2016-13 to
determine the potential impact the new standard will have on the Company’s consolidated financial statements.
In
March 2017, the FASB issued ASU 2017-08, “Premium Amortization on Purchased Callable Debt Securities.” This ASU shortens
the amortization period for the premium on certain purchased callable debt securities to the earliest call date. Today, entities
generally amortize the premium over the contractual life of the security. The new guidance does not change the accounting for
purchased callable debt securities held at a discount; the discount continues to be amortized to maturity. ASU No. 2017-08 is
effective for annual reporting beginning after December 15, 2018, and interim periods therein; early adoption is permitted. The
guidance calls for a modified retrospective transition approach under which a cumulative-effect adjustment will be made to retained
earnings as of the beginning of the first reporting period in which the guidance is adopted. The Company anticipates the adoption
of ASU No. 2017-08 will not have a material impact on the consolidated financial statements.
NOTE
3 - INVESTMENTS IN AVAILABLE-FOR-SALE SECURITIES
Debt
and equity securities have been classified in the consolidated balance sheets according to management’s intent. The amortized
cost basis of securities and their approximate fair values are as follows as of June 30, 2018 (unaudited) and December 31, 2017:
|
|
Amortized Cost
Basis
|
|
|
Gross Unrealized Gains
|
|
|
Gross Unrealized Losses
|
|
|
Fair
Value
|
|
|
|
(In Thousands)
|
|
June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and federal agency obligations
|
|
$
|
4,792
|
|
|
$
|
-
|
|
|
$
|
101
|
|
|
$
|
4,691
|
|
Debt securities issued by states of the United States and political subdivisions of the states
|
|
|
2,635
|
|
|
|
-
|
|
|
|
42
|
|
|
|
2,593
|
|
Corporate bonds and notes
|
|
|
13,289
|
|
|
|
4
|
|
|
|
204
|
|
|
|
13,089
|
|
Preferred stock
|
|
|
2,000
|
|
|
|
8
|
|
|
|
5
|
|
|
|
2,003
|
|
Asset-backed securities
|
|
|
1,232
|
|
|
|
-
|
|
|
|
60
|
|
|
|
1,172
|
|
Mortgage-backed securities
|
|
|
1,343
|
|
|
|
-
|
|
|
|
52
|
|
|
|
1,291
|
|
Marketable equity securities
|
|
|
1,879
|
|
|
|
242
|
|
|
|
7
|
|
|
|
2,114
|
|
|
|
$
|
27,170
|
|
|
$
|
254
|
|
|
$
|
471
|
|
|
$
|
26,953
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and federal agency obligations
|
|
$
|
5,390
|
|
|
$
|
-
|
|
|
$
|
65
|
|
|
$
|
5,325
|
|
Debt securities issued by states of the United States and political subdivisions of the states
|
|
|
2,898
|
|
|
|
12
|
|
|
|
29
|
|
|
|
2,881
|
|
Corporate bonds and notes
|
|
|
11,364
|
|
|
|
7
|
|
|
|
77
|
|
|
|
11,294
|
|
Preferred stock
|
|
|
3,000
|
|
|
|
13
|
|
|
|
-
|
|
|
|
3,013
|
|
Mortgage-backed securities
|
|
|
1,495
|
|
|
|
-
|
|
|
|
47
|
|
|
|
1,448
|
|
Marketable equity securities
|
|
|
2,046
|
|
|
|
490
|
|
|
|
1
|
|
|
|
2,535
|
|
|
|
$
|
26,193
|
|
|
$
|
522
|
|
|
$
|
219
|
|
|
$
|
26,496
|
|
The scheduled maturities
of debt securities were as follows as of
June 30, 2018
(unaudited):
|
|
Fair
Value
|
|
|
|
(In Thousands)
|
|
Due within one year
|
|
$
|
1,988
|
|
Due after one year through five years
|
|
|
16,306
|
|
Due after five years through ten years
|
|
|
1,619
|
|
Due after ten years
|
|
|
1,468
|
|
Asset-backed securities
|
|
|
1,172
|
|
Mortgage-backed securities
|
|
|
1,291
|
|
|
|
$
|
23,844
|
|
Not
included in the maturity table above is preferred stock with no stated maturity of $995,000 at June 30, 2018 (unaudited).
There
were no securities of issuers whose aggregate carrying amount exceeded 10% of stockholders’ equity as of
June
30, 2018
(unaudited) and December 31, 2017.
During
the three and six months ended
June 30, 2018
(unaudited) proceeds from the
sales of available-for-sale securities were $234,000 and $428,000, respectively, and gross realized gains on these sales
amounted to $133,000 and $254,000, respectively. The tax expense on the realized gains during the three and six months ended
June 30, 2018 was $35,000 and $62,000, respectively. There were no realized losses on available for sale securities for the
three months ended June 30, 2018. During the six months ended June 30, 2018, there was one security called prior to full
amortization of the premium being taken and the Company recognized a loss of $15,000 as a result. During the three and six
months ended
June 30, 2017
(unaudited) proceeds from the sales of
available-for-sale securities were $650,000 and $1,544,000, respectively, and gross realized gains on these sales amounted to
$343,000 and $807,000, respectively. The tax expense on the realized gains during the three and six months ended June 30, 2017
was $133,000 and $315,000, respectively. There were no realized losses on available for sale securities for the three and six
months ended June 30, 2017.
The
Company had no pledged securities as of June 30, 2018 (unaudited) and December 31, 2017.
The
aggregate fair value and unrealized losses of securities that have been in a continuous unrealized loss position for less than
twelve months and for tw
elve months or more, and are not other-than-temporarily impaired, are as follows as of June 30,
2018 (unaudited) and December 31, 2017:
|
|
Less than 12 months
|
|
|
12 months or longer
|
|
|
Total
|
|
|
|
Fair
Value
|
|
|
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
Unrealized
Losses
|
|
|
Fair
Value
|
|
|
Unrealized
Losses
|
|
|
|
(In Thousands)
|
|
June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and federal agency obligations
|
|
$
|
1,343
|
|
|
$
|
34
|
|
|
$
|
3,348
|
|
|
$
|
67
|
|
|
$
|
4,691
|
|
|
$
|
101
|
|
Debt securities issued by states of the United States and political subdivisions of the states
|
|
|
2,305
|
|
|
|
28
|
|
|
|
288
|
|
|
|
14
|
|
|
|
2,593
|
|
|
|
42
|
|
Corporate bonds and notes
|
|
|
9,695
|
|
|
|
132
|
|
|
|
2,429
|
|
|
|
72
|
|
|
|
12,124
|
|
|
|
204
|
|
Preferred stock
|
|
|
995
|
|
|
|
5
|
|
|
|
-
|
|
|
|
-
|
|
|
|
995
|
|
|
|
5
|
|
Asset-backed securities
|
|
|
1,172
|
|
|
|
60
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,172
|
|
|
|
60
|
|
Mortgage-backed securities
|
|
|
438
|
|
|
|
15
|
|
|
|
853
|
|
|
|
37
|
|
|
|
1,291
|
|
|
|
52
|
|
Marketable equity securities
|
|
|
1,695
|
|
|
|
7
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,695
|
|
|
|
7
|
|
Total temporarily impaired securities
|
|
$
|
17,643
|
|
|
$
|
281
|
|
|
$
|
6,918
|
|
|
$
|
190
|
|
|
$
|
24,561
|
|
|
$
|
471
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and federal agency obligations
|
|
$
|
2,855
|
|
|
$
|
20
|
|
|
$
|
2,470
|
|
|
$
|
45
|
|
|
$
|
5,325
|
|
|
$
|
65
|
|
Debt securities issued by states of the United States and political subdivisions of the states
|
|
|
991
|
|
|
|
6
|
|
|
|
535
|
|
|
|
23
|
|
|
|
1,526
|
|
|
|
29
|
|
Corporate bonds and notes
|
|
|
4,467
|
|
|
|
24
|
|
|
|
3,946
|
|
|
|
53
|
|
|
|
8,413
|
|
|
|
77
|
|
Mortgage-backed securities
|
|
|
453
|
|
|
|
6
|
|
|
|
995
|
|
|
|
41
|
|
|
|
1,448
|
|
|
|
47
|
|
Marketable equity securities
|
|
|
485
|
|
|
|
1
|
|
|
|
-
|
|
|
|
-
|
|
|
|
485
|
|
|
|
1
|
|
Total temporarily impaired securities
|
|
$
|
9,251
|
|
|
$
|
57
|
|
|
$
|
7,946
|
|
|
$
|
162
|
|
|
$
|
17,197
|
|
|
$
|
219
|
|
The Company conducts
periodic reviews of investment securities with unrealized losses to evaluate whether the impairment is other-than-temporary. The
Company’s review for impairment generally includes a determination of the cause, severity and duration of the impairment;
and an analysis of both positive and negative evidence available. The Company also determines if it has the ability and intent
to hold the investment for a period of time sufficient to allow for anticipated recovery to cost basis. In regard to corporate
debt, the Company also considers the issuer’s current financial condition and its ability to make future s
cheduled
interest and principal payments on a timely basis in assessing other-than-temporary impairment. A summary of the Company’s
reviews of investment securities deemed to be temporarily impaired is as follows:
Unrealized
losses on U.S. Government and federal agency obligations amounted to $101,000 and consisted of ten securities. The
unrealized losses on nine of these debt securities were individually less than 3.5% of amortized cost basis, with one of
these U.S. government and federal agency obligations at 6.1% of amortized cost basis. Unrealized losses on municipal bonds
amounted to $42,000 and consisted of seven securities. The unrealized losses on six of these debt securities were
individually less than 3.5% of amortized cost basis, with one of these municipal bonds at 4.6% of amortized cost basis.
Unrealized losses on corporate bonds amounted to $204,000 and consisted of twenty securities. The unrealized losses on
fifteen of these debt securities were individually less than 2.5% of amortized cost basis, with five of these corporate bonds
between 3.5% and 4.5% of amortized cost basis. Unrealized losses on preferred stock amounted to $5,000 and consisted of one
security, the unrealized loss on this one security was 0.5% of amortized cost basis. Unrealized losses on asset-backed
securities amounted to $60,000 and consisted of four securities. Unrealized losses on one of these asset-backed securities
was less than 1% of amortized cost basis, with three of these securities having unrealized losses between 4.8% and 6.5% of
amortized cost basis. Unrealized losses on mortgage-backed securities amounted to $52,000 and consisted of five securities.
The unrealized losses on these debt securities range from 1.8% to 6.5% of amortized cost basis. These unrealized losses
relate principally to the effect of interest rate changes on the fair value of debt securities and not to an increase in
credit risk of the issuers. As the Company does not intend to sell the securities and it is more likely than not that the
Company will not be required to sell the securities before recovery of their amortized cost basis, which may be at maturity,
the Company does not consider these securities to be other-than-temporarily impaired at June 30, 2018.
Unrealized
losses on marketable equity securities amounted to $7,000 and consisted of two securities. The unrealized losses on these marketable
equity securities were less than 2.0% of amortized cost basis. These unrealized losses relate principally to the effect of fluctuations
in market value and not to an increase in credit risk of the issuers.
NOTE
4 - LOANS
Loans
consisted of the foll
owing at:
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(In Thousands)
|
|
|
|
(unaudited)
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
One-to four-family residential
|
|
$
|
187,804
|
|
|
$
|
189,763
|
|
Home equity loans and lines of credit
|
|
|
11,385
|
|
|
|
11,585
|
|
Commercial
|
|
|
47,289
|
|
|
|
34,686
|
|
Construction
|
|
|
16,438
|
|
|
|
15,853
|
|
Consumer loans
|
|
|
54
|
|
|
|
44
|
|
Total loans
|
|
|
262,970
|
|
|
|
251,931
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses
|
|
|
(1,307
|
)
|
|
|
(1,134
|
)
|
Deferred loan (fees)/costs, net
|
|
|
(5
|
)
|
|
|
35
|
|
Unamortized premiums
|
|
|
457
|
|
|
|
485
|
|
Net loans
|
|
$
|
262,115
|
|
|
$
|
251,317
|
|
The following tables
set forth information on loans and the allowance for loan losses at and for the periods ending June 30, 2018 and 2017 (unaudited)
and as of December 31, 2017:
|
|
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family Residential
|
|
|
Home Equity Loans and Lines of Credit
|
|
|
Commercial
|
|
|
Construction
|
|
|
Consumer Loans
|
|
|
Unallocated
|
|
|
Total
|
|
|
|
(In Thousands)
|
|
Three Months Ended June 30, 2018 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
474
|
|
|
$
|
51
|
|
|
$
|
510
|
|
|
$
|
109
|
|
|
$
|
1
|
|
|
$
|
30
|
|
|
$
|
1,175
|
|
Charge offs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Recoveries
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Provision/(benefit)
|
|
|
2
|
|
|
|
-
|
|
|
|
168
|
|
|
|
(38
|
)
|
|
|
-
|
|
|
|
-
|
|
|
|
132
|
|
Ending balance
|
|
$
|
476
|
|
|
$
|
51
|
|
|
$
|
678
|
|
|
$
|
71
|
|
|
$
|
1
|
|
|
$
|
30
|
|
|
$
|
1,307
|
|
|
|
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family Residential
|
|
|
Home Equity Loans and Lines of Credit
|
|
|
Commercial
|
|
|
Construction
|
|
|
Consumer Loans
|
|
|
Unallocated
|
|
|
Total
|
|
|
|
(In Thousands)
|
|
Three Months Ended June 30, 2017 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
442
|
|
|
$
|
50
|
|
|
$
|
260
|
|
|
$
|
98
|
|
|
$
|
1
|
|
|
$
|
19
|
|
|
$
|
870
|
|
Charge offs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Recoveries
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Provision/(benefit)
|
|
|
9
|
|
|
|
2
|
|
|
|
57
|
|
|
|
33
|
|
|
|
-
|
|
|
|
10
|
|
|
|
111
|
|
Ending balance
|
|
$
|
451
|
|
|
$
|
52
|
|
|
$
|
317
|
|
|
$
|
131
|
|
|
$
|
1
|
|
|
$
|
29
|
|
|
$
|
981
|
|
|
|
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family Residential
|
|
|
Home Equity Loans and Lines of Credit
|
|
|
Commercial
|
|
|
Construction
|
|
|
Consumer Loans
|
|
|
Unallocated
|
|
|
Total
|
|
|
|
(In Thousands)
|
|
Six Months Ended June 30, 2018 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
481
|
|
|
$
|
52
|
|
|
$
|
472
|
|
|
$
|
107
|
|
|
$
|
1
|
|
|
$
|
21
|
|
|
$
|
1,134
|
|
Charge offs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
|
|
|
|
-
|
|
|
|
-
|
|
Recoveries
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
(Benefit)/provision
|
|
|
(5
|
)
|
|
|
(1
|
)
|
|
|
206
|
|
|
|
(36
|
)
|
|
|
-
|
|
|
|
9
|
|
|
|
173
|
|
Ending balance
|
|
$
|
476
|
|
|
$
|
51
|
|
|
$
|
678
|
|
|
$
|
71
|
|
|
$
|
1
|
|
|
$
|
30
|
|
|
$
|
1,307
|
|
|
|
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four- family Residential
|
|
|
Home Equity Loans and Lines of Credit
|
|
|
Commercial
|
|
|
Construction
|
|
|
Consumer Loans
|
|
|
Unallocated
|
|
|
Total
|
|
|
|
(In Thousands)
|
|
Six Months Ended June 30, 2017 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
418
|
|
|
$
|
49
|
|
|
$
|
276
|
|
|
$
|
117
|
|
|
$
|
1
|
|
|
$
|
29
|
|
|
$
|
890
|
|
Charge offs
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Recoveries
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
Provision
|
|
|
33
|
|
|
|
3
|
|
|
|
41
|
|
|
|
14
|
|
|
|
-
|
|
|
|
-
|
|
|
|
91
|
|
Ending balance
|
|
$
|
451
|
|
|
$
|
52
|
|
|
$
|
317
|
|
|
$
|
131
|
|
|
$
|
1
|
|
|
$
|
29
|
|
|
$
|
981
|
|
|
|
Real Estate:
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to
four- family
Residential
|
|
|
Home Equity Loans and Lines of Credit
|
|
|
Commercial
|
|
|
Construction
|
|
|
Consumer Loans
|
|
|
Unallocated
|
|
|
Total
|
|
|
|
(In Thousands)
|
|
At June 30, 2018 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
8
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
8
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collectively evaluated for impairment
|
|
|
468
|
|
|
|
51
|
|
|
|
678
|
|
|
|
71
|
|
|
|
1
|
|
|
|
30
|
|
|
|
1,299
|
|
Total allowance for loan losses ending balance
|
|
$
|
476
|
|
|
$
|
51
|
|
|
$
|
678
|
|
|
$
|
71
|
|
|
$
|
1
|
|
|
$
|
30
|
|
|
$
|
1,307
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
98
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
98
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collectively evaluated for impairment
|
|
|
187,706
|
|
|
|
11,385
|
|
|
|
47,289
|
|
|
|
16,438
|
|
|
|
54
|
|
|
|
-
|
|
|
|
262,872
|
|
Total loans ending balance
|
|
$
|
187,804
|
|
|
$
|
11,385
|
|
|
$
|
47,289
|
|
|
$
|
16,438
|
|
|
$
|
54
|
|
|
$
|
-
|
|
|
$
|
262,970
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
8
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
8
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collectively evaluated for impairment
|
|
|
473
|
|
|
|
52
|
|
|
|
472
|
|
|
|
107
|
|
|
|
1
|
|
|
|
21
|
|
|
|
1,126
|
|
Total allowance for loan losses ending balance
|
|
$
|
481
|
|
|
$
|
52
|
|
|
$
|
472
|
|
|
$
|
107
|
|
|
$
|
1
|
|
|
$
|
21
|
|
|
$
|
1,134
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually evaluated for impairment
|
|
$
|
100
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
100
|
|
Ending balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collectively evaluated for impairment
|
|
|
189,663
|
|
|
|
11,585
|
|
|
|
34,686
|
|
|
|
15,853
|
|
|
|
44
|
|
|
|
-
|
|
|
|
251,831
|
|
Total loans ending balance
|
|
$
|
189,763
|
|
|
$
|
11,585
|
|
|
$
|
34,686
|
|
|
$
|
15,853
|
|
|
$
|
44
|
|
|
$
|
-
|
|
|
$
|
251,931
|
|
The following tables
set forth information regarding nonaccrual loans and past-due loans as of June 30, 2018 (unaudited) and December 31, 2017:
|
|
30 - 59
Days Past Due
|
|
|
60 - 89
Days Past Due
|
|
|
90 Days or More Past Due
|
|
|
Total Past Due
|
|
|
Total
Current
|
|
|
Total
|
|
|
90 Days or More Past
Due and
Accruing
|
|
|
Non-
Accrual
|
|
|
|
(In Thousands)
|
|
|
|
|
At June 30, 2018 (unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to four-family residential
|
|
$
|
421
|
|
|
$
|
186
|
|
|
$
|
100
|
|
|
$
|
707
|
|
|
$
|
187,097
|
|
|
$
|
187,804
|
|
|
$
|
-
|
|
|
$
|
286
|
|
Home equity loans and lines of credit
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
11,385
|
|
|
|
11,385
|
|
|
|
-
|
|
|
|
-
|
|
Commercial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
47,289
|
|
|
|
47,289
|
|
|
|
-
|
|
|
|
-
|
|
Construction
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
16,438
|
|
|
|
16,438
|
|
|
|
-
|
|
|
|
-
|
|
Consumer loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
54
|
|
|
|
54
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
421
|
|
|
$
|
186
|
|
|
$
|
100
|
|
|
$
|
707
|
|
|
$
|
262,263
|
|
|
$
|
262,970
|
|
|
$
|
-
|
|
|
$
|
286
|
|
At December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to four-family residential
|
|
$
|
295
|
|
|
$
|
177
|
|
|
$
|
-
|
|
|
$
|
472
|
|
|
$
|
189,291
|
|
|
$
|
189,763
|
|
|
$
|
-
|
|
|
$
|
189
|
|
Home equity loans and lines of credit
|
|
|
189
|
|
|
|
-
|
|
|
|
-
|
|
|
|
189
|
|
|
|
11,396
|
|
|
|
11,585
|
|
|
|
-
|
|
|
|
-
|
|
Commercial
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
34,686
|
|
|
|
34,686
|
|
|
|
-
|
|
|
|
-
|
|
Construction
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
15,853
|
|
|
|
15,853
|
|
|
|
-
|
|
|
|
-
|
|
Consumer loans
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
-
|
|
|
|
44
|
|
|
|
44
|
|
|
|
-
|
|
|
|
-
|
|
Total
|
|
$
|
484
|
|
|
$
|
177
|
|
|
$
|
-
|
|
|
$
|
661
|
|
|
$
|
251,270
|
|
|
$
|
251,931
|
|
|
$
|
-
|
|
|
$
|
189
|
|
As of and during
the six months ended June 30, 2018 (unaudited) there was one, one- to four-family residential loan, with an outstanding balance
of $98,000, meeting the definition of an impaired loan in ASC 310-10-35. As of and during the six months ended June 30, 2017 there
were no loans meeting the definition of an impaired loan.
During
the six months ended June 30, 2018 (unaudited) there was one, one- to four-family residential real estate loan with a recorded
balance of $98,000, modified that met the definition of a troubled debt restructured loan in ASC 310-40. The loan has had no defaults
on payment, and no commitments to lend additional funds have been approved subsequent to the modification. During the six months
ended June 30, 2017, there were no loans modified that met the definition of a troubled debt restructured loan.
As
of June 30, 2018 (unaudited) there were no loans in the process of foreclosure.
At
December 31, 2017, there were no consumer mortgage loans collateralized by residential real estate property in the process of
foreclosure
.
Credit
Quality Information
The
Company has established an 11 point internal loan rating system for commercial real estate, construction and commercial loans.
For residential r
eal estate and consumer loans, the Company initially assesses credit quality based upon the borrower’s
ability to pay and subsequently monitors these loans based on the borrower’s ability to pay. The risk rating system will
assist the Company in better understanding the risk inherent in each loan. The loan ratings are as follows:
Loans rated 1: Secured
by cash collateral or highly liquid diversified marketable securities.
Loans rated 2 –
3: Strongest quality loans in the portfolio not secured by cash. Defined by consistent, solid profits, strong cash flow and are
well secured. Very little vulnerability to changing economic conditions and compare favorably to their industry.
Loans rated 4 –
5: These loans are pass rated. Borrower will show average to strong cash flow, strong to adequate collateral coverage, and will
have a generally sound balance sheet. Inclusive in the 5 rating are all open and closed – end residential and retail loans
which are paying as agreed.
Loans rated 6: Loans
with above average risk but still considered pass. Generally this rating is reserved for projects currently under construction
or borrowers with modest cash flow, although still meeting all loan covenants.
Loans rated 6W:
Contain all the risks of a 6 rated credit but have an inherent weakness that requires close monitoring. This rating also generally
includes open and closed-end residential and retail loans which are greater than 30 days past due but display no other inherent
weakness.
Loans rated 7: Potential
weaknesses which warrant management’s close attention. If weaknesses are uncorrected, repayment prospects may be weakened.
This is typically a transitional rating.
Loans rated 8: Considered
substandard. There is a likelihood of loss if the deficiencies are not corrected. Generally, open and closed – end retail
loans, as well as automotive and other consumer loans past 90 cumulative days from the contractual due date should be classified
as an 8.
Loans rated 9: Borrower
has a pronounced weakness and all current information indicates collection or liquidation of all debts in full is improbable and
highly questionable.
Loans rated 10:
Uncollectable and a loss will be taken. Open and closed – end loans secured by residential real estate that are beyond 180
days past due will be assessed for value and any outstanding loan balance in excess of said value, less cost to sell, will be
classified as a 10.
On an annual basis,
or more often if needed, the Company formally reviews the ratings on all commercial real estate and construction loans over $350,000.
As of June 30, 2018
(unaudited), there was one one- to four- family residential real estate loan with a total balance of $98,000 with a risk rating
of “7 – special mention.” There were three, one- to four- family residential real estate loans with a total
balance of $465,000 with a risk rating of “6W – Pass Watch,” and all other loans outstanding had a risk rating
of “1 to 6 - pass.”
As of December 31,
2017, there were no one- to four- family residential real estate loans that had a risk rating of “8 – substandard.”
There were three, one- to four- family residential real estate loans with a total balance of $472,000 with a risk rating of “6W
– Pass Watch,” and one special mention one- to four- family residential real estate loan with a total balance of $99,000.
All other outstanding loans had a risk rating of “1 to 6 – pass.”
NOTE 5 - PREMISES
AND EQUIPMENT
The following is
a summary of premises and equipment:
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(In Thousands)
|
|
|
|
(unaudited)
|
|
|
|
|
Land
|
|
$
|
393
|
|
|
$
|
393
|
|
Building
|
|
|
3,275
|
|
|
|
2,070
|
|
Construction in process
|
|
|
-
|
|
|
|
641
|
|
Furniture and equipment
|
|
|
640
|
|
|
|
553
|
|
Data processing equipment
|
|
|
446
|
|
|
|
360
|
|
|
|
|
4,754
|
|
|
|
4,017
|
|
Accumulated depreciation
|
|
|
(2,090
|
)
|
|
|
(2,024
|
)
|
|
|
$
|
2,664
|
|
|
$
|
1,993
|
|
NOTE 6 - DEPOSITS
The aggregate amount
of time deposit amounts in denominations that meet or exceed the Federal Deposit Insurance Corporation (FDIC) insurance limit
of $250,000 as of June 30, 2018 (unaudited) and December 31, 2017 amounted to $29,103,000 and $27,781,000, respectively.
For time deposits
as of June 30, 2018 (unaudited) the scheduled maturities for each of the following periods ending June 30 are as follows:
|
|
(In Thousands)
|
|
2019
|
|
$
|
81,492
|
|
2020
|
|
|
34,179
|
|
2021
|
|
|
8,055
|
|
2022
|
|
|
2,941
|
|
2023
|
|
|
1,232
|
|
|
|
$
|
127,899
|
|
Deposits from related
parties held by the Bank as of June 30, 2018 (unaudited) and December 31, 2017 amounted to $6,040,000 and $3,603,000, respectively.
NOTE 7 - BORROWED
FUNDS
The Bank is a member
of the Federal Home Loan Bank of Boston (FHLB). Borrowings from the FHLB are secured by a blanket lien on qualified collateral,
consisting primarily of loans with first mortgages secured by one-to-four family properties, certain unencumbered investment securities
and other qualified assets. The remaining maximum borrowing capacity with the FHLB at June 30, 2018 (unaudited) was approximately
$68.9 million subject to the purchase of additional FHLB stock. The Bank had outstanding FHLB borrowings of $39.0 million at June
30, 2018, (unaudited) consisting of nine advances all with three year terms and interest rates ranging from 1.42% to 2.78%. Additionally,
at June 30, 2018, (unaudited) the Bank had the ability to borrow up to $5.0 million on a Federal Funds line of credit with the
Co-Operative Central Bank.
Maturities of advances
from the FHLB for the periods ending after June 30, 2018 (unaudited) are summarized as follows (in thousands):
2019
|
|
$
|
10,000
|
|
2020
|
|
|
19,000
|
|
2021
|
|
|
10,000
|
|
|
|
$
|
39,000
|
|
NOTE 8 - FINANCIAL
INSTRUMENTS
The Company is party
to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers.
These financial instruments include commitments to originate loans and unadvanced funds on loans. The instruments involve, to
varying degrees, elements of credit risk in excess of the amount recognized in the consolidated balance sheets. The contract amounts
of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.
The Company's exposure
to credit loss in the event of nonperformance by the other party to the financial instrument for loan commitments is represented
by the contractual amounts of those instruments. The Company uses the same credit policies in making commitments and conditional
obligations as it does for on-balance sheet instruments.
Commitments to originate
loans are agreements to lend to a customer provided there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may require payment of a fee. The Company evaluates each
customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon
extension of credit, is based on management's credit evaluation of the borrower. Collateral held varies, but may include secured
interests in mortgages, accounts receivable, inventory, property, plant and equipment and income-producing properties.
Amounts of financial
instrument liabilities with off-balance sheet credit risk are as follows as of June 30, 2018 (unaudited) and December 31, 2017:
|
|
June 30,
|
|
|
December 31,
|
|
|
|
2018
|
|
|
2017
|
|
|
|
(In Thousands)
|
|
Commitments to originate loans
|
|
$
|
5,101
|
|
|
$
|
2,401
|
|
Unused lines of credit
|
|
|
18,916
|
|
|
|
17,611
|
|
Due to borrowers on unadvanced construction loans
|
|
|
1,627
|
|
|
|
2,320
|
|
|
|
$
|
25,644
|
|
|
$
|
22,332
|
|
NOTE 9 - FAIR
VALUE MEASUREMENTS
ASC 820-10, “Fair
Value Measurement - Overall,” provides a framework for measuring fair value under generally accepted accounting principles.
This guidance also allows an entity the irrevocable option to elect fair value for the initial and subsequent measurement for
certain financial assets and liabilities on a contract-by-contract basis.
In accordance with
ASC 820-10, the Company groups its financial assets and financial liabilities measured at fair value in three levels, based on
the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value.
Level 1 - Valuations
for assets and liabilities traded in active exchange markets, such as the New York Stock Exchange. Valuations are obtained from
readily available pricing sources for market transactions involving identical assets or liabilities.
Level 2 - Valuations
for assets and liabilities traded in less active dealer or broker markets. Valuations are obtained from third party pricing services
for identical or comparable assets or liabilities.
Level 3 - Valuations
for assets and liabilities that are derived from other methodologies, including option pricing models, discounted cash flow models
and similar techniques, are not based on market exchange, dealer, or broker traded transactions. Level 3 valuations incorporate
certain assumptions and projections in determining the fair value assigned to such assets and liabilities.
A financial instrument’s
level within the fair value hierarchy is based on the lowest level of input that is significant to the fair value measurement.
A description of
the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments
pursuant to the valuation hierarchy, is set forth below. These valuation methodologies were applied to all of the Company’s
financial assets and financial liabilities carried at fair value for June 30, 2018 (unaudited) and December 31, 2017. The Company
did not have any significant transfers of assets between levels 1 and 2 of the fair value hierarchy during the six months ended
June 30, 2018 (unaudited) and the year ended December 31, 2017.
The Company’s
investments in preferred stock and marketable equity securities are generally classified within level 1 of the fair value hierarchy
because they are valued using quoted market prices.
The Company’s
investment in debt securities available-for-sale is generally classified within level 2 of the fair value hierarchy. For these
securities, we obtain fair value measurements from independent pricing services. The fair value measurements consider observable
data that may include dealer quotes, market spreads, cash flows, the U.S. treasury yield curve, trading levels, market consensus
prepayment speeds, credit information and the instrument’s terms and conditions.
Level 3 is for positions
that are not traded in active markets or are subject to transfer restrictions, valuations are adjusted to reflect illiquidity
and/or non-transferability, and such adjustments are generally based on available market evidence. In the absence of such evidence,
management’s best estimate is used. Subsequent to inception, management only changes level 3 inputs and assumptions when
corroborated by evidence such as transactions in similar instruments, completed or pending third-party transactions in the underlying
investment or comparable entities, subsequent rounds of financing, recapitalization and other transactions across the capital
structure, offerings in the equity or debt markets, and changes in financial ratios or cash flows.
The following summarizes
assets measured at fair value on a recurring basis as of June 30, 2018 (unaudited) and December 31, 2017:
|
|
Fair Value Measurements at Reporting Date Using:
|
|
|
|
Total
|
|
|
Quoted Prices in
Active Markets for
Identical Assets
Level 1
|
|
|
Significant
Other Observable
Inputs
Level 2
|
|
|
Significant
Unobservable
Inputs
Level 3
|
|
|
|
(In Thousands)
|
|
June 30, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and federal agency obligations
|
|
$
|
4,691
|
|
|
$
|
-
|
|
|
$
|
4,691
|
|
|
$
|
-
|
|
Debt securities issued by states of the United States and political subdivisions of the states
|
|
|
2,593
|
|
|
|
-
|
|
|
|
2,593
|
|
|
|
-
|
|
Corporate bonds and notes
|
|
|
13,089
|
|
|
|
-
|
|
|
|
13,089
|
|
|
|
-
|
|
Preferred stock
|
|
|
2,003
|
|
|
|
2,003
|
|
|
|
-
|
|
|
|
-
|
|
Asset-backed securities
|
|
|
1,172
|
|
|
|
-
|
|
|
|
1,172
|
|
|
|
-
|
|
Mortgage-backed securities
|
|
|
1,291
|
|
|
|
-
|
|
|
|
1,291
|
|
|
|
-
|
|
Marketable equity securities
|
|
|
2,114
|
|
|
|
2,114
|
|
|
|
-
|
|
|
|
-
|
|
Totals
|
|
$
|
26,953
|
|
|
$
|
4,117
|
|
|
$
|
22,836
|
|
|
$
|
-
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government and federal agency obligations
|
|
$
|
5,325
|
|
|
$
|
-
|
|
|
$
|
5,325
|
|
|
$
|
-
|
|
Debt securities issued by states of the United States and political subdivisions of the states
|
|
|
2,881
|
|
|
|
-
|
|
|
|
2,881
|
|
|
|
-
|
|
Corporate bonds and notes
|
|
|
11,294
|
|
|
|
-
|
|
|
|
11,294
|
|
|
|
-
|
|
Preferred stock
|
|
|
3,013
|
|
|
|
3,013
|
|
|
|
-
|
|
|
|
-
|
|
Mortgage-backed securities
|
|
|
1,448
|
|
|
|
-
|
|
|
|
1,448
|
|
|
|
-
|
|
Marketable equity securities
|
|
|
2,535
|
|
|
|
2,535
|
|
|
|
-
|
|
|
|
-
|
|
Totals
|
|
$
|
26,496
|
|
|
$
|
5,548
|
|
|
$
|
20,948
|
|
|
$
|
-
|
|
Under certain circumstances
the Company makes adjustments to fair value for its assets and liabilities although they are not measured at fair value on a recurring
basis. At June 30, 2018 (unaudited) and December 31, 2017, there were no assets or liabilities carried on the consolidated balance
sheets for which a nonrecurring change in fair value has been recorded.
The estimated fair
values of the Company’s financial instruments, all of which are held or issued for purposes other than trading, are as follows:
|
|
June 30, 2018 (unaudited)
|
|
|
|
Carrying
|
|
|
Fair Value
|
|
|
|
Amount
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
(In Thousands)
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
17,473
|
|
|
$
|
17,473
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
17,473
|
|
Available-for-sale securities
|
|
|
26,953
|
|
|
|
4,117
|
|
|
|
22,836
|
|
|
|
-
|
|
|
|
26,953
|
|
Federal Home Loan Bank stock
|
|
|
2,285
|
|
|
|
2,285
|
|
|
|
-
|
|
|
|
-
|
|
|
|
2,285
|
|
Loans, net
|
|
|
262,115
|
|
|
|
-
|
|
|
|
-
|
|
|
|
263,467
|
|
|
|
263,467
|
|
Co-operative Central Bank deposit
|
|
|
891
|
|
|
|
891
|
|
|
|
-
|
|
|
|
-
|
|
|
|
891
|
|
Accrued interest receivable
|
|
|
803
|
|
|
|
803
|
|
|
|
-
|
|
|
|
-
|
|
|
|
803
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
235,972
|
|
|
|
-
|
|
|
|
236,604
|
|
|
|
-
|
|
|
|
236,604
|
|
FHLB advances
|
|
|
39,000
|
|
|
|
-
|
|
|
|
38,161
|
|
|
|
-
|
|
|
|
38,161
|
|
|
|
December 31, 2017
|
|
|
|
Carrying
|
|
|
Fair Value
|
|
|
|
Amount
|
|
|
Level 1
|
|
|
Level 2
|
|
|
Level 3
|
|
|
Total
|
|
|
|
(In Thousands)
|
|
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
17,603
|
|
|
$
|
17,603
|
|
|
$
|
-
|
|
|
$
|
-
|
|
|
$
|
17,603
|
|
Available-for-sale securities
|
|
|
26,496
|
|
|
|
5,548
|
|
|
|
20,948
|
|
|
|
-
|
|
|
|
26,496
|
|
Federal Home Loan Bank stock
|
|
|
1,800
|
|
|
|
1,800
|
|
|
|
-
|
|
|
|
-
|
|
|
|
1,800
|
|
Loans, net
|
|
|
251,317
|
|
|
|
-
|
|
|
|
-
|
|
|
|
252,792
|
|
|
|
252,792
|
|
Co-operative Central Bank deposit
|
|
|
886
|
|
|
|
886
|
|
|
|
-
|
|
|
|
-
|
|
|
|
886
|
|
Accrued interest receivable
|
|
|
702
|
|
|
|
702
|
|
|
|
-
|
|
|
|
-
|
|
|
|
702
|
|
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
232,921
|
|
|
|
-
|
|
|
|
232,899
|
|
|
|
-
|
|
|
|
232,899
|
|
FHLB advances
|
|
|
29,000
|
|
|
|
-
|
|
|
|
28,660
|
|
|
|
-
|
|
|
|
28,660
|
|
The carrying amounts
of financial instruments shown in the above tables are included in the consolidated balance sheets under the indicated captions.
Accounting policies related to financial instruments are described in Note 2.
NOTE 10 - OTHER
COMPREHENSIVE LOSS
Accounting principles
generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets
and liabilities are reported as a separate component of the stockholders’ equity section of the consolidated balance sheets,
such items, along with net income, are components of comprehensive income.
The components of
other comprehensive loss, included in stockholders’ equity, are as follows:
|
|
Three months ended June 30
|
|
|
Six months ended June 30
|
|
|
|
2018
|
|
|
2017
|
|
|
2018
|
|
|
2017
|
|
|
|
(In thousands)
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net unrealized holding (loss)/gain on available-for-sale securities
|
|
$
|
(46
|
)
|
|
$
|
200
|
|
|
$
|
(282
|
)
|
|
$
|
497
|
|
Reclassification adjustment for net realized gains included in net income
(1)
|
|
|
(133
|
)
|
|
|
(343
|
)
|
|
|
(239
|
)
|
|
|
(807
|
)
|
Other comprehensive loss before income tax effect
|
|
|
(179
|
)
|
|
|
(143
|
)
|
|
|
(521
|
)
|
|
|
(310
|
)
|
Income tax benefit
|
|
|
58
|
|
|
|
75
|
|
|
|
133
|
|
|
|
152
|
|
Other comprehensive loss, net of tax
|
|
$
|
(121
|
)
|
|
$
|
(68
|
)
|
|
$
|
(388
|
)
|
|
$
|
(158
|
)
|
|
(1)
|
Reclassification adjustments include
net realized securities gains. Realized gains have been reclassified out of accumulated
other comprehensive loss and affect certain captions in the consolidated statements of
income as follows: pre-tax amount for the three and six months ended June 30, 2018, is
reflected as a gain on sales and calls of available-for-sale securities, net of $133,000 and $239,000,
respectively. The tax effect, included in income tax expense for the three and six months
ended June 30, 2018, was $35,000 and $62,000, respectively. Pre-tax amount for the three
and six months ended June 30, 2017 is reflected as a gain on sales and calls of available-for-sale
securities, net of $343,000 and $807,000, respectively. The tax effect, included in income
tax expense for the three and six months ended June 30, 2017 was $133,000 and $315,000,
respectively. The after tax amounts are included in net income.
|
Accumulated
other comprehensive (loss)/income as of June 30, 2018 (unaudited) and December 31, 2017 consists of net unrealized holding
(losses)/gains on available-for-sale securities, net of taxes.
NOTE 11 - REGULATORY
MATTERS
The Bank is subject
to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements
can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct
material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt
corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets,
liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital
amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings and other
factors.
Effective January
1, 2015, (with a phase-in period of two to four years for certain components), the Bank became subject to capital regulations
adopted by the Board of Governors of the Federal Reserve System (“FRB”) and the FDIC, which implement the Basel III
regulatory capital reforms and the changes required by the Dodd-Frank Act. The regulations require a common equity Tier 1 (“CET1”)
capital ratio of 4.5%, a minimum Tier 1 capital to risk-weighted assets ratio of 6.0%, a minimum total capital to risk-weighted
assets ratio of 8.0% and a minimum Tier 1 leverage ratio of 4.0%. CET1 generally consists of common stock and retained earnings,
subject to applicable adjustments and deductions. Under prompt corrective action regulations, in order to be considered “well
capitalized,” the Bank must maintain a CET1 capital ratio of 6.5%, a Tier 1 risk based capital ratio of 8.0%, a total risk
based capital ratio of 10.0%, and a Tier 1 leverage ratio of 5.0%. In addition, the regulations establish a capital conservation
buffer above the required capital ratios that began phasing in January 1, 2016 at 0.625% of risk-weighted assets and increases
each year by 0.625% until it is fully phased in at 2.5% effective January 1, 2019. Failure to maintain the capital conservation
buffer will limit the ability of the Bank and the Company to pay dividends, repurchase shares or pay discretionary bonuses. At
June, 30, 2018, the Bank exceeded the fully phased in regulatory requirement for the capital conservation buffer.
Management believes,
as of June 30, 2018, that the Bank meets all capital adequacy requirements to which it is subject.
As of June 30, 2018,
the most recent notification from the FDIC categorized the Bank as well capitalized under the regulatory framework for prompt
corrective action. To be categorized as well capitalized the Bank must maintain minimum Common Equity Tier 1 risk-based, total
risk-based, Tier 1 risk-based and Tier 1 leverage capital ratios as set forth in the following table. There were no conditions
or events since that notification that management believes have changed the Bank’s category.
The Bank’s
actual capital amounts and ratios as of June 30, 2018 (unaudited) and December 31, 2017 are presented in the following table.
|
|
Actual
|
|
|
For Capital
Adequacy Purposes
|
|
|
Be Well Capitalized Under Prompt Corrective Action Provisions
|
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
|
(Dollars In Thousands)
|
|
At June 30, 2018 (unaudited):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital (to Risk Weighted Assets)
|
|
$
|
38,179
|
|
|
|
17.96
|
%
|
|
$
|
17,006
|
|
|
|
8.0
|
%
|
|
$
|
21,258
|
|
|
|
10.0
|
%
|
Tier 1 Capital (to Risk Weighted Assets)
|
|
|
36,767
|
|
|
|
17.30
|
|
|
|
12,755
|
|
|
|
6.0
|
|
|
|
17,006
|
|
|
|
8.0
|
|
Common Equity Tier 1 Capital (to Risk Weighted Assets)
|
|
|
36,767
|
|
|
|
17.30
|
|
|
|
9,566
|
|
|
|
4.5
|
|
|
|
13,818
|
|
|
|
6.5
|
|
Tier 1 Capital (to Average Assets)
|
|
|
36,767
|
|
|
|
12.04
|
|
|
|
12,216
|
|
|
|
4.0
|
|
|
|
15,271
|
|
|
|
5.0
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2017:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Capital (to Risk Weighted Assets)
|
|
$
|
35,297
|
|
|
|
19.80
|
%
|
|
$
|
15,007
|
|
|
|
8.0
|
%
|
|
$
|
18,759
|
|
|
|
10.0
|
%
|
Tier 1 Capital (to Risk Weighted Assets)
|
|
|
36,314
|
|
|
|
19.08
|
|
|
|
11,255
|
|
|
|
6.0
|
|
|
|
15,007
|
|
|
|
8.0
|
|
Common Equity Tier 1 Capital (to Risk Weighted Assets)
|
|
|
36,314
|
|
|
|
19.08
|
|
|
|
8,441
|
|
|
|
4.5
|
|
|
|
12,193
|
|
|
|
6.5
|
|
Tier 1 Capital (to Average Assets)
|
|
|
36,314
|
|
|
|
12.59
|
|
|
|
11,373
|
|
|
|
4.0
|
|
|
|
14,216
|
|
|
|
5.0
|
|
NOTE 12 -
COMMON STOCK REPURCHASES
From time to time,
our board of directors authorizes stock repurchase plans. In general, stock repurchase plans allow us to proactively manage our
capital position and return excess capital to shareholders. Shares purchased under such plans also provide us with shares of common
stock necessary to satisfy obligations related to stock compensation awards. On September 14, 2017, the board of directors of
the Company authorized an increase in the number of shares that may be repurchased pursuant to the Company’s stock repurchase
plan that was previously announced on November 12, 2015. Under the expanded repurchase plan, the Company is authorized to repurchase
an additional 130,037 shares, representing approximately 5.0% of the Company’s issued and outstanding shares of common stock
as of September 14, 2017. As of September 14, 2017, the Company had 11,200 shares remaining to be purchased under its previously
announced share repurchase plan of 283,000. The actual amount and timing of future share repurchases, if any, will depend on market
conditions, applicable SEC rules and various other factors. As of June 30, 2018, the Company had 131,237 shares remaining to be
repurchased pursuant to its repurchase plans.
During the twelve months ended December 31, 2017, 1,336 shares of common stock were
repurchased, as a result of net settlements in connection with the first annual in
stallment of stock
awards vesting. These net settlements were not part of the Company’s repurchase plan; the Company was required to purchase
these shares for the payment of incomes taxes withheld on unvested restricted stock awards.
During
the six months ended June 30, 2018 (unaudited), the Company repurchased 10,000 shares of common stock at an average cost of $19.30
per share.
NOTE
13 - STOCK BASED COMPENSATION
Melrose
Bancorp, Inc. adopted the Melrose Bancorp, Inc. 2015 Equity Incentive Plan (the “2015 Equity Incentive Plan”) to provide
directors, officers, and employees of the Company and the Bank with additional incentives to promote growth and
performance of the Company and the Bank. The 2015 Equity Incentive Plan authorizes the issuance or delivery to
participants of up to 396,140 shares of Melrose Bancorp, Inc. common stock pursuant to grants of incentive and non-statutory stock
options, restricted stock awards, and restricted stock units. Of this number, the maximum number of shares of Melrose Bancorp,
Inc. common stock that may be issued under the 2015 Equity Incentive Plan pursuant to the exercise of stock options is 282,957
shares, and the maximum number of shares of Melrose Bancorp, Inc. common stock that may be issued as restricted stock awards or
restricted stock units is 113,183 shares. The 2015 Equity Incentive Plan was effective upon approval by stockholders at the November
23, 2015 annual meeting.
On
May 12, 2016, the Company issued 44,300 shares of common stock restricted stock awards. The restricted stock award expense is
based on the grant date fair value $15.13 per share, and shares vest over 5 years commencing one year from the grant date.
The total expense recognized for the three and six months ended June 30, 2018, in connection with the restricted stock
awards was $33,000 and $67,000, respectively (unaudited), and the recognized tax benefit was $9,000 and $17,000, respectively
(unaudited). There were no forfeitures during the three and six month period ending June 30, 2018. During the three and six
month period ending June 30, 2017, the expense was $33,000 and $67,000, respectively (unaudited), and the recognized tax
benefit was $13,000 and $26,000, respectively (unaudited). There were no forfeitures during the three and six month period
ending June 30, 2017.
On
May 12, 2016, the Company granted 224,200 stock options. The stock options have an exercise price of $15.13 per share, and vest
ratably over 5 years commencing one year from the date of the grant. The stock option expense is equal to the number of options
expected to vest each year times the grant date fair value of the shares as determined using the Black-Scholes option pricing
model. The Company completed an analysis of seven peer banks to determine the expected volatility of 20.24%. The exercise price
used in the pricing model was $15.13, the closing price of the stock on the grant date. The expected life was estimated to be
6.5 years and the 7 year treasury rate of 1.54% was used as the annual risk free interest rate. The expected forfeiture rate is
0%. Using these variables, the estimated fair value is $3.71 per share. The aggregate intrinsic value of outstanding stock options
is $1.0 million as of June 30, 2018. The total expense recognized for the three and six months ended June 30, 2018, in connection
with the stock options was $41,000 and $83,000, respectively (unaudited), and the recognized tax benefit was $11,000 and $22,000,
respectively (unaudited). There were no forfeitures or during the three and six month period ending June 30, 2018. There were
9,100 options exercised during the three and six months ended June 30, 2018. During the three and six month period ending June
30, 2017 the stock option expense was $41,000 and $83,000, respectively (unaudited), and the recognized tax benefit was $16,000
and $32,000 (unaudited). There were no forfeitures or options exercised during the three and six month period ending June 30,
2017.
At
June 30, 2018 (unaudited), the unrecognized share based compensation expense related to the 26,580 unvested restricted stock awards
amounted to $384,000. The unrecognized expense will be recognized over a weighted average period of 2.8 years.
At
June 30, 2018 (unaudited), 80,580 of the 215,100 stock options outstanding are exercisable, and the remaining contractual life
is 7.8 years. The unrecognized expense related to the unvested options is $476,000 and will be recognized over a weighted
average period of 2.8 years.
NOTE
14 - SUBSEQUENT EVENT
In
July 2018, a total of 5,000 shares of common stock were repurchased at an average cost of $19.50 per share.