PART II
ITEM 5. Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities
Market, Holder and Dividend Information. The Company’s common stock is quoted on the OTC Pink Marketplace under the symbol “ERKH.” The approximate number of holders of record of Eureka Homestead Bancorp common stock as of March 19, 2020 was 40. Certain shares of Eureka Homestead Bancorp are held in “nominee” or “street” name and accordingly, the number of beneficial owners of such shares is not known or included in the foregoing number.
Eureka Homestead Bancorp does not currently pay cash dividends on its common stock. Dividend payments by Eureka Homestead Bancorp are dependent on dividends it receives from Eureka Homestead, because Eureka Homestead Bancorp has no source of income other than dividends from Eureka Homestead, earnings from the investment of proceeds from the sale of shares of common stock retained by Eureka Homestead Bancorp and interest payments with respect to Eureka Homestead Bancorp’s loan to the Employee Stock Ownership Plan. See “Item 1. Business − Supervision and Regulation − Federal Banking Regulation − Capital Distributions.”
The following table presents quarterly market information for Eureka Homestead Bancorp’s common stock for the year ended December 31, 2019. The common stock did not trade until July 10, 2019; and accordingly, no information is presented for prior periods.
|
|
|
|
|
|
|
|
|
High
|
|
Low
|
Quarter ended December 31, 2019
|
|
$
|
12.25
|
|
$
|
12.05
|
Quarter ended September 30, 2019
|
|
|
12.50
|
|
|
12.10
|
|
(b)
|
|
Report of Offering of Securities and Use of Proceeds Therefrom. Not applicable.
|
|
(c)
|
|
Securities Authorized for Issuance Under Equity Compensation Plans. None.
|
ITEM 6. Selected Financial Data
Not required for smaller reporting companies.
ITEM 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations
This discussion and analysis reflects our financial statements and other relevant statistical data, and is intended to enhance your understanding of our financial condition and results of operations. The information in this section has been derived from the audited financial statements, which appear beginning on page F-1 of this annual report. You should read the information in this section in conjunction with the business and financial information regarding the Company and the Bank provided in this annual report.
Overview
Our business consists primarily of taking deposits and securing borrowings and investing those funds, together with funds generated from operations, in one- to four-family residential real estate loans, including non-owner-occupied properties, construction loans for owner-occupied, one- to four-family residential real estate and home equity loans. To a lesser extent, we also originate multifamily, commercial real estate and consumer loans. At December 31, 2019, $73.6 million, or 93.8% of our total loan portfolio, was comprised
of one- to four-family residential real estate loans, $11.4 million of which were non-owner-occupied loans, $1.0 million of which were construction loans and $1.7 million of which were home equity loans.
The significant majority of loans we originate are conforming one- to four-family residential real estate loans, and in the low interest rate environment in recent years, almost all of these loans have been long-term, fixed rate loans. In order to address our interest rate risk, in recent years we have sold a significant portion of these conforming, fixed-rate, long-term loans on an industry-standard, servicing-released basis, as well as increasing the percentage of adjustable rate residential loans in portfolio.
We offer a variety of deposit accounts, including savings accounts (passbook and money market) and certificates of deposit. We utilize advances from the FHLB for funding and asset/liability management purposes. At December 31, 2019, we had $21.6 million in advances outstanding with the FHLB.
We do not offer checking accounts which may impact our ability to attract and grow core deposits. We have always been dependent, in part, on retail certificates of deposit as a funding source for our loans, and in recent years we have accepted jumbo certificates of deposit through an online service, as well as municipal certificates of deposit. We have used these non-retail funding sources, as well as advances from the FHLB, to fund our loan growth. Pursuant to our business strategy, we are seeking to increase our core deposits, which we consider our savings and money market accounts and our retail certificates of deposit, by more aggressively marketing and pricing our deposit products.
For the year ended December 31, 2019 we had a net loss of ($61,000) compared to net income of $295,000 for 2018. The decrease in net income resulted primarily from a decrease in net interest income of $232,000, and increases in noninterest expense of $158,000 and income tax expense of $200,000, offset, in part, by an increase of $236,000 in noninterest income.
Eureka Homestead is subject to comprehensive regulation and examination by its primary federal regulator, the Office of the Comptroller of the Currency (“OCC”).
Our executive and administrative office is located at 1922 Veterans Memorial Boulevard, Metairie, Louisiana 70005, and our telephone number at this address is (504) 834-0242. Our website address is www.eurekahomestead.com. Information on our website is not incorporated into this annual report and should not be considered part of this annual report.
Business Strategy
Our principal objective is to build long-term value for our stockholders by operating a profitable community-oriented financial institution dedicated to meeting the banking needs of our customers by emphasizing personalized and efficient customer service. Highlights of our current business strategy include:
|
·
|
|
Continuing to focus on one- to four-family residential real estate lending, including our practice of originating for retention in our portfolio, non-owner-occupied real estate loans. We have been, and will continue to be, primarily a one- to four-family residential real estate lender for borrowers in our market area. As of December 31, 2019, $73.6 million, or 93.8% of our total loan portfolio, consisted of one- to four-family residential real estate loans, including $11.4 million, or 14.5% of our total loan portfolio, of non-owner-occupied real estate loans. We expect that one- to four-family residential real estate lending will remain our primary lending activity.
|
|
·
|
|
Maintaining our strong asset quality through conservative loan underwriting. We intend to maintain strict, quality-oriented loan underwriting and credit monitoring processes. At December 31, 2019 and December 31, 2018, we had no nonperforming assets, or 0.0% of total assets.
|
|
·
|
|
Attracting and retaining customers in our market area and increasing our “core” deposits consisting of savings accounts and retail certificates of deposit. We intend to increase the emphasis of our savings and money market accounts and retail certificates of deposits by more aggressively marketing and pricing these products, thereby decreasing our dependence on non-retail certificates of deposit.
|
|
·
|
|
Remaining a community-oriented institution and relying on high quality service to maintain and build a loyal local customer base. We were established in 1884 and have been operating continuously in the New Orleans metropolitan area since that time. Through the goodwill we have developed over years of providing timely, efficient banking services, we believe that we have been able to attract a solid base of local retail customers on which we hope to continue to build our banking business.
|
Critical Accounting Policies
The discussion and analysis of the financial condition and results of operations are based on our financial statements, which are prepared in conformity with generally accepted accounting principles used in the United States of America. The preparation of these financial statements requires management to make estimates and assumptions affecting the reported amounts of assets and liabilities, disclosure of contingent assets and liabilities, and the reported amounts of income and expenses. We consider the accounting policies discussed below to be critical accounting policies. The estimates and assumptions that we use are based on historical experience and various other factors and are believed to be reasonable under the circumstances. Actual results may differ from these estimates under different assumptions or conditions, resulting in a change that could have a material impact on the carrying value of our assets and liabilities and our results of operations.
The JOBS Act contains provisions that, among other things, reduce certain reporting requirements for qualifying public companies. As an “emerging growth company” we may delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. We intend to take advantage of the benefits of this extended transition period. Accordingly, our financial statements may not be comparable to companies that comply with such new or revised accounting standards.
The following represent our critical accounting policies:
Allowance for Loan Losses. The allowance for loan losses is the estimated amount considered necessary to cover inherent, but unconfirmed, credit losses in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses which is charged against income. In determining the allowance for loan losses, management makes significant estimates and has identified this policy as one of our most critical accounting policies.
Management performs a quarterly evaluation of the allowance for loan losses. Consideration is given to a variety of factors in establishing this estimate including, but not limited to, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the
financial strength of the borrower, results of internal loan reviews and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant change.
The analysis has two components, specific and general allowances. The specific allowance is for unconfirmed losses related to loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral, adjusted for market conditions and selling expenses. If the fair value of the loan is less than the loan’s carrying value, a charge is recorded for the difference. The general allowance, which is for loans reviewed collectively, is determined by segregating the remaining loans by type of loan, risk weighting (if applicable) and payment history. We also analyze historical loss experience, delinquency trends, general economic conditions and geographic and industry concentrations. This analysis establishes historical loss percentages and qualitative factors that are applied to the loan groups to determine the amount of the allowance for loan losses necessary for loans that are reviewed collectively. The qualitative component is critical in determining the allowance for loan losses as certain trends may indicate the need for changes to the allowance for loan losses based on factors beyond the historical loss history. Not incorporating a qualitative component could misstate the allowance for loan losses. Actual loan losses may be significantly more than the allowances we have established which could result in a material negative effect on our financial results.
Fair Value Measurements. The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. We estimate the fair value of a financial instrument and any related asset impairment using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, we estimate fair value. These estimates are subjective in nature and imprecision in estimating these factors can impact the amount of gain or loss recorded. A more detailed description of the fair values measured at each level of the fair value hierarchy and the methodology utilized by the Bank can be found in Note 18 of the Financial Statements “– Fair Values of Financial Investments.”
Comparison of Financial Condition at December 31, 2019 and December 31, 2018
Total Assets. Total assets increased $7.9 million, or 8.1%, to $106.0 million at December 31, 2019 from $98.1 million at December 31, 2018. The increase resulted primarily from increases in cash and cash equivalents of $8.8 million, interest-earning deposits of $1.0 million and loans held-for-sale of $1.1 million, offset in part by decreases in investment securities available-for-sale of $461,000, net loans of $2.3 million and deferred tax asset of $275,000.
Cash and Cash Equivalents. Cash and cash equivalents increased $8.8 million, or 284.3%, to $11.9 million at December 31, 2019 from $3.1 million at December 31, 2018. The increase was principally due to the proceeds received from the conversion.
Net Loans. Net loans decreased $2.3 million, or 2.8%, to $78.8 million at December 31, 2019 from $81.1 million at December 31, 2018. During the year ended December 31, 2019, one- to four-family residential real estate loans decreased $1.6 million, or 2.1%, to $73.6 million from $75.2 million at December 31, 2018, multifamily loans decreased $552,000, or 13.4%, to $3.6 million from $4.1 million at December 31, 2018, commercial real estate loans decreased $59,000, or 5.0%, to $1.1 million from $1.2 million at December 31, 2018 and consumer loans decreased $2,000, or 0.9%, to $209,000 from $211,000 at December 31, 2018. Decreases in our loan balances reflected our strategy to manage interest rate risk in 2019 by selling
most of our conforming one- to four-family residential real estate loan originations which bore lower interest rates.
Securities available-for-sale. Investment securities available-for-sale, consisting of government-sponsored mortgage-backed securities and SBA 7a Pools backed by real estate and equipment loans, decreased $461,000, or 8.0%, to $5.3 million at December 31, 2019 from $5.8 million at December 31, 2018 as a result of proceeds from sales and principal repayments of $2.5 million exceeding securities purchases of $2.0 million during the year.
Bank-Owned Life Insurance. At December 31, 2019, our investment in bank owned life insurance was $4.0 million, an increase of $100,000, or 2.4%, from $4.0 million at December 31, 2018. We invest in bank-owned life insurance to provide us with a funding offset for our benefit plan obligations. Bank-owned life insurance also generally provides us noninterest income that is non-taxable. Federal regulations generally limit our investment in bank-owned life insurance to 25% of our Tier 1 capital plus our allowance for loan losses. Our investment in bank-owned life insurance at December 31, 2019 was 20.4% of our Tier 1 capital plus our allowance for loan losses.
Deposits. Deposits increased $1.9 million, or 3.3%, to $58.0 million at December 31, 2019 from $56.2 million at December 31, 2018. Savings accounts and money market accounts decreased $390,000, or 12.2%, to $2.8 million at December 31, 2019 from $3.2 million at December 31, 2018. Certificates of deposit increased $2.3 million, or 4.2%, to $55.2 million at December 31, 2019 from $53.0 million at December 31, 2018. The increase in certificates of deposit resulted primarily from increases in local retail certificates of deposits. We also utilize non-retail funding sources, such as deposits derived from an online service and from municipalities, to fund our loan origination and growth.
Borrowings. Borrowings, consisting entirely of Federal Home Loan Bank advances, decreased $4.4 million or 17.1% to $21.6 million at December 31, 2019 from $26.0 million at December 31 2018 due to maturities not renewed as liquidity was available from the proceeds of the stock conversion and the increase in deposits.
Total Equity. Total equity increased $12.0 million, or 98.4%, to $24.3 million at December 31, 2019 from $12.2 million at December 31, 2018. The increase resulted primarily from proceeds of the conversion and stock offering which closed in July 2019 of $12.0 million.
Comparison of Operating Results for the Years Ended December 31, 2019 and December 31, 2018
General. We had a net loss of ($61,000) for the year ended December 31, 2019, compared to net income of $295,000 for the year ended December 31, 2018, a decrease of $356,000. The decrease in net income resulted from a decrease in net interest income of $232,000, a decrease in benefit for loan losses of $2,000 and increases in noninterest expense of $158,000 and income tax expense of $200,000, offset, in part, by an increase of $236,000 in noninterest income.
Interest Income. Interest income increased $57,000, or 1.5%, to $3.8 million for the year ended December 31, 2019 from $3.7 million for the year ended December 31, 2018. This increase was primarily attributable to a $128,000 increase in interest on other interest-earning assets, offset, in part, by a $71,000 decrease in interest on loans receivable. The average balance of loans decreased $127,000, or 0.2%, to $80.5 million for the year ended December 31, 2019 from $80.6 million for the year ended December 31, 2018, and the average yield on loans decreased eight basis points to 4.31% during 2019 from 4.39% during 2018. The average balance of investment securities increased $340,000, or 5.5%, to $6.5 million for the year ended December 31, 2019 from $6.1 million for the year ended December 21, 2018, while the average yield on
investment securities increased 46 basis points to 2.40% for 2019 from 1.94% for 2018. The average balance of other interest-earning assets increased $4.8 million, or 125.7%, to $8.5 million for the year ended December 31, 2019 from $3.8 million for the year ended December 31, 2018, and the average yield on other interest-earning assets increased six basis points to 1.88% for 2019 from 1.82% for 2018.
Interest Expense. Total interest expense increased $289,000, or 17.5%, to $1.9 million for the year ended December 31, 2019 from $1.7 million for the year ended December 31, 2018. The increase was primarily due to an increase of $333,000, or 35.9%, in interest expense on deposits, offset, in part, by a decrease of $44,000, or 6.1%, in interest expense on FHLB advances. The average balance of interest-bearing deposits increased $3.8 million, or 6.9%, to $59.4 million for the year ended December 31, 2019 from $55.6 million for the year ended December 31, 2018, and the average cost of interest-bearing deposits increased 45 basis points to 2.12% for 2019 from 1.67% for 2018, reflecting the higher market interest rate environment. The average balance of FHLB advances decreased $3.3 million, or 12.2%, to $23.8 million for the year ended December 31, 2019 from $27.1 million for the year ended December 31, 2018. The average cost of these advances increased 19 basis points to 2.87% for 2019 from 2.68% for 2018.
Net Interest Income. Net interest income decreased $232,000, or 11.1%, to $1.9 million for the year ended December 31, 2019 from $2.1 million for the year ended December 31, 2018. Average net interest-earning assets increased $4.5 million year to year. This increase was due primarily to an increase in the average balance of other interest-earning assets year to year. Our interest rate spread decreased 49 basis points to 1.63% for the year ended December 31, 2019 from 2.12% for the year ended December 31, 2018, and our net interest margin decreased 36 basis points to 1.94% for the year ended December 31, 2019 from 2.30% for the year ended December 31, 2018. The decreases in interest rate spread and net interest margin was primarily the result of an increasing interest rate environment during 2019 resulting in our interest-bearing liabilities repricing at a faster rate than the yields on our interest-earning assets, the majority of which are long-term, fixed-rate loans.
Provision for Loan Losses. We recorded credits in the provision for loan losses of $9,000 for the year ended December 31, 2019 and $11,000 for the year ended December 31, 2018. The decrease in the credit in the provision for loan losses in 2019 compared to 2018 resulted from our analysis of the factors described in “Critical Accounting Policies – Allowance for Loan Losses.” The allowance for loan losses was $850,000, or 1.08% of total loans, at December 31, 2019, compared to $850,000, or 1.05% of total loans, at December 31, 2018. Classified (substandard, doubtful and loss) loans decreased to $567,000 at December 31, 2019 from $580,000 at December 31, 2018. There were no non-performing loans at December 31, 2019 or December 31, 2018. Net recoveries were $9,000 in 2019 compared to $11,000 in 2018, a decrease of $2,000.
Noninterest Income. Noninterest income increased $236,000, or 46.7%, to $741,000 for the year ended December 31, 2019 from $505,000 for the year ended December 31, 2018. The increase was primarily due to an increase in fees on loans sold of $234,000 and in gains on sales of securities of $61,000. These increases were partially offset by a decreases in service charges and other income of $24,000, net income from other real estate owned of $23,000 and income from life insurance of $12,000.
Noninterest Expense. Noninterest expense increased $158,000, or 7.0%, to $2.4 million for 2019 from $2.3 million for 2018. The increase was due primarily to an increase of $95,000, or 6.7%, in salaries and employee benefits, primarily from increased commissions paid on higher loan volume in 2019. The increase in noninterest expense also resulted from increases of $60,000, or 30.6%, in occupancy expense, $26,000, or 19.7%, in accounting and consulting expense and $3,000, or 0.7% in other expenses. The increase in occupancy expense resulted from higher maintenance and repairs expenses in 2019 and the increase in accounting and consulting expense resulted from increased accounting and legal fees associated with
operating as a public company. These increases were offset, in part, by a decrease in FDIC deposit insurance premiums of $26,000, or 32.5%.
We expect noninterest expense to increase because of costs associated with operating as a public company for a full year in 2020, including the expected hiring of additional accounting personnel, and the increased compensation expenses associated with the purchase of shares of common stock by our employee stock ownership plan and the possible implementation of a stock-based benefit plan, if approved by our stockholders.
Income Tax Expense. Income tax expense increased $200,000 to $254,000 for 2019 compared to $54,000 in 2018. The increase resulted from a charge to earnings of $222,000 to establish a valuation allowance on our deferred tax asset. At this time we believe that it is more likely than not that the benefit from a portion of the NOL carryforwards will not be realized within a reasonable time period to offset the amount of tax net operating losses which are the principal cause of our deferred tax asset.
Average balances and yields. The following table sets forth average balance sheets, average yields and costs, and certain other information at and for the years indicated. No tax-equivalent yield adjustments were made, as the effect thereof was not material. All average balances are daily average balances. Nonaccrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income or interest expense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Year Ended December 31,
|
|
|
|
2019
|
|
2018
|
|
|
|
Average
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
|
Outstanding
|
|
|
|
Yield/ Rate
|
|
Outstanding
|
|
|
|
Yield/ Rate
|
|
|
|
Balance
|
|
Interest
|
|
(1)
|
|
Balance
|
|
Interest
|
|
(1)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans, net
|
|
$
|
80,834
|
|
$
|
3,484
|
|
4.31
|
%
|
$
|
80,957
|
|
$
|
3,555
|
|
4.39
|
%
|
Investment securities
|
|
|
6,471
|
|
|
155
|
|
2.40
|
|
|
6,131
|
|
|
119
|
|
1.94
|
|
Other interest-earning assets
|
|
|
8,542
|
|
|
161
|
|
1.88
|
|
|
3,785
|
|
|
69
|
|
1.82
|
|
Total interest-earning assets
|
|
|
95,847
|
|
|
3,800
|
|
3.96
|
|
|
90,873
|
|
|
3,743
|
|
4.12
|
|
Noninterest-earning assets
|
|
|
7,562
|
|
|
|
|
|
|
|
7,387
|
|
|
|
|
|
|
Total assets
|
|
$
|
103,409
|
|
|
|
|
|
|
$
|
98,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings/Money Market accounts
|
|
$
|
3,958
|
|
|
6
|
|
0.15
|
|
$
|
3,384
|
|
|
7
|
|
0.21
|
|
Certificates of deposit
|
|
|
55,468
|
|
|
1,255
|
|
2.26
|
|
|
52,223
|
|
|
921
|
|
1.76
|
|
Total interest-bearing deposits
|
|
|
59,426
|
|
|
1,261
|
|
2.12
|
|
|
55,607
|
|
|
928
|
|
1.67
|
|
Borrowings
|
|
|
23,764
|
|
|
682
|
|
2.87
|
|
|
27,068
|
|
|
726
|
|
2.68
|
|
Total interest-bearing liabilities
|
|
|
83,190
|
|
|
1,943
|
|
2.34
|
|
|
82,675
|
|
|
1,654
|
|
2.00
|
|
Other noninterest-bearing liabilities
|
|
|
2,665
|
|
|
|
|
|
|
|
3,409
|
|
|
|
|
|
|
Total liabilities
|
|
|
85,855
|
|
|
|
|
|
|
|
86,084
|
|
|
|
|
|
|
Equity
|
|
|
17,554
|
|
|
|
|
|
|
|
12,176
|
|
|
|
|
|
|
Total liabilities and equity
|
|
$
|
103,409
|
|
|
|
|
|
|
$
|
98,260
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
|
|
$
|
1,857
|
|
|
|
|
|
|
$
|
2,089
|
|
|
|
Net interest rate spread (1)
|
|
|
|
|
|
|
|
1.63
|
%
|
|
|
|
|
|
|
2.12
|
%
|
Net interest-earning assets (2)
|
|
$
|
12,657
|
|
|
|
|
|
|
$
|
8,198
|
|
|
|
|
|
|
Net interest margin (3)
|
|
|
|
|
|
|
|
1.94
|
%
|
|
|
|
|
|
|
2.30
|
%
|
Average of interest-earning assets to interest-bearing liabilities
|
|
|
115.21
|
%
|
|
|
|
|
|
|
109.92
|
%
|
|
|
|
|
|
|
(1)
|
|
Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
|
|
(2)
|
|
Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
|
|
(3)
|
|
Net interest margin represents net interest income divided by total interest-earning assets.
|
Rate/Volume Analysis
The following table presents the effects of changing rates and volumes on our net interest income for the years indicated. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The total column represents the sum of the prior columns. For purposes of this table, changes attributable to both rate and volume, which cannot be segregated, have been allocated proportionately, based on the changes due to rate and the changes due to volume.
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended December 31,
|
|
|
2019 vs. 2018
|
|
|
Increase (Decrease) Due to
|
|
Total
|
|
|
|
|
|
|
Increase
|
|
|
Volume
|
|
Rate
|
|
(Decrease)
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
Loans, net
|
|
$
|
(6)
|
|
$
|
(65)
|
|
$
|
(71)
|
Investment securities
|
|
|
7
|
|
|
29
|
|
|
36
|
Other interest-earning assets
|
|
|
90
|
|
|
2
|
|
|
92
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets
|
|
|
91
|
|
|
(34)
|
|
|
57
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
Savings accounts
|
|
|
1
|
|
|
(2)
|
|
|
(1)
|
Certificates of deposit
|
|
|
60
|
|
|
274
|
|
|
334
|
Total deposits
|
|
|
61
|
|
|
272
|
|
|
333
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
(105)
|
|
|
61
|
|
|
(44)
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
|
(44)
|
|
|
333
|
|
|
289
|
|
|
|
|
|
|
|
|
|
|
Change in net interest income
|
|
$
|
135
|
|
$
|
(367)
|
|
$
|
(232)
|
Management of Market Risk
General. Our most significant form of market risk is interest rate risk because, as a financial institution, the majority of our assets and liabilities are sensitive to changes in interest rates. Therefore, a principal part of our operations is to manage interest rate risk and limit the exposure of our financial condition and results of operations to changes in market interest rates. All directors participate in discussions during the regular board meetings evaluating the interest rate risk inherent in our assets and liabilities, and the level of risk that is appropriate. These discussions take into consideration our business strategy, operating environment, capital, liquidity and performance objectives consistent with the policy and guidelines approved by them.
Our asset/liability management strategy attempts to manage the impact of changes in interest rates on net interest income, our primary source of earnings. Among the techniques we are using to manage interest rate risk are:
|
·
|
|
selling a significant portion of our conforming, long-term, fixed-rate one- to four-family residential real estate loan originations and retaining the non-conforming and shorter-term, fixed-rate and adjustable-rate one- to four-family residential real estate loans that we originate, subject to market conditions and periodic review of our asset/liability management needs;
|
|
·
|
|
trying to reduce our dependence on non-retail certificates of deposit and borrowings to support lending and investment activities and increasing our reliance on our savings accounts and money market accounts, which are less interest rate sensitive than certificates of deposit;
|
|
·
|
|
lengthening the weighted average maturity of our liabilities through longer-term funding sources such as fixed-rate advances from the FHLB with terms to maturity of up to 10 years;
|
|
·
|
|
utilizing a rate lock program for loans that we originate for sale and selling loans pursuant to best efforts delivery contracts to eliminate warehouse and pipeline risk; and
|
|
·
|
|
holding relatively short-duration, adjustable rate, highly liquid investment securities.
|
Our board of directors is responsible for the review and oversight of our executive management team and other essential operational staff which are responsible for our asset/liability analysis. These officers act as an asset/liability committee and are charged with developing and implementing an asset/liability management plan, and generally meet monthly to review pricing and liquidity needs and assess our interest rate risk. We currently utilize a third-party modeling program, prepared on a quarterly basis, to evaluate our sensitivity to changing interest rates, given our business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors.
We do not engage in hedging activities, such as engaging in futures, options or swap transactions, or investing in high-risk mortgage derivatives, such as collateralized mortgage obligation residual interests, real estate mortgage investment conduit residual interests or stripped mortgage backed securities.
Economic Value of Equity and Changes in Net Interest Income. We monitor interest rate risk through the use of a simulation model that estimates the amounts by which the fair value of our assets and liabilities (our economic value of equity or “EVE”) would change in the event of a range of assumed changes in market interest rates. The quarterly reports developed in the simulation model assist us in identifying, measuring, monitoring and controlling interest rate risk to ensure compliance within our policy guidelines.
The table below sets forth, as of December 31, 2019, the estimated changes in our EVE that would result from the designated instantaneous changes in market interest rates. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market
interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
|
|
|
Estimated Increase
|
|
NPV as a Percentage of
|
Interest
|
|
|
|
|
(Decrease) in NPV
|
|
Present Value of Assets (3)
|
Rates
|
|
Estimated
|
|
|
|
|
|
|
|
Increase (Decrease)
|
(basis points) (1)
|
|
EVE (2)
|
|
Amount
|
|
Amount
|
|
NPV Ratio (4)
|
|
(basis points)
|
(Dollars in thousands)
|
+400
|
|
$
|
12,751
|
|
$
|
(6,642)
|
|
(34.25)
|
%
|
13.34
|
%
|
(437.82)
|
+300
|
|
|
14,703
|
|
|
(4,690)
|
|
(24.18)
|
|
14.81
|
|
(289.89)
|
+200
|
|
|
16,586
|
|
|
(2,807)
|
|
(14.47)
|
|
16.12
|
|
(159.33)
|
+100
|
|
|
18,251
|
|
|
(1,142)
|
|
(5.89)
|
|
17.15
|
|
(56.00)
|
―
|
|
|
19,393
|
|
|
—
|
|
-
|
|
17.71
|
|
—
|
(100)
|
|
|
19,647
|
|
|
254
|
|
1.31
|
|
17.58
|
|
(13.36)
|
(200)
|
|
|
19,400
|
|
|
7
|
|
0.04
|
|
17.16
|
|
(55.54)
|
|
(1)
|
|
Assumes an instantaneous uniform change in interest rates at all maturities.
|
|
(2)
|
|
EVE is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.
|
|
(3)
|
|
Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.
|
|
(4)
|
|
NPV Ratio represents NPV divided by the present value of assets.
|
The table above indicates that at December 31, 2019, in the event of a 200 basis point decrease in interest rates, we would have experienced a 0.04% increase in EVE. In the event of a 200 basis point increase in interest rates at December 31, 2019, we would have experienced a 14.47% decrease in EVE.
In addition to modeling changes to our EVE, we also analyze estimated changes to net interest income (“NII”) for a prospective twelve-month period under the interest rate scenarios set forth above. The following tables set forth our NII model as of December 31, 2019.
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease)
|
|
Change in Interest Rates
|
|
Estimated Net Interest
|
|
in Estimated Net
|
|
(Basis Points)
|
|
Income (1)
|
|
Interest Income
|
|
|
|
|
|
|
|
|
+400
|
|
$
|
2,769
|
|
11.12
|
%
|
+300
|
|
|
2,709
|
|
8.71
|
|
+200
|
|
|
2,644
|
|
6.10
|
|
+100
|
|
|
2,573
|
|
3.25
|
|
—
|
|
|
2,492
|
|
—
|
|
(100)
|
|
|
2,376
|
|
(4.65)
|
|
(200)
|
|
|
2,222
|
|
(10.83)
|
|
|
(1)
|
|
The calculated changes assume an immediate shock of the static yield curve.
|
Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in EVE and NII require making certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the EVE and NII tables presented assume that the composition of our interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or repricing of specific assets and liabilities. Accordingly, although the EVE and NII tables provide an indication of our interest rate risk exposure at a particular point in time, such measurements are not intended
to and do not provide a precise forecast of the effect of changes in market interest rates on EVE and NII and will differ from actual results.
EVE and NII calculations also may not reflect the fair values of financial instruments. For example, decreases in market interest rates can increase the fair values of our loans, deposits and borrowings.
Liquidity and Capital Resources
Liquidity describes our ability to meet the financial obligations that arise in the ordinary course of business. Liquidity is primarily needed to meet the borrowing and deposit withdrawal requirements of our customers and to fund current and planned expenditures. Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans, and proceeds from maturities of securities. We also have the ability to borrow from the FHLB. At December 31, 2019, we had $21.6 million outstanding in advances from the FHLB, and had the capacity to borrow approximately an additional $16.3 million from the FHLB and an additional $4.3 million on a line of credit with First National Bankers Bank at this date.
While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.
Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash (used in) provided by operating activities was ($2.3 million) and $345,000 for the years ended December 31, 2019 and 2018, respectively. Net cash provided by (used in) investing activities, which consisted primarily of net change in loans receivable, net change in interest-bearing deposits and net change in investment securities, was $1.8 million and ($1.1 million) for the years ended December 31, 2019 and 2018, respectively. Net cash provided by financing activities, consisting primarily of the proceeds from the issuance of common stock due to the conversion and the activity in deposit accounts and FHLB advances, was $9.3 million and $3.2 million for the years ended December 31, 2019 and 2018, respectively, resulting from our strategy of generating liquidity through our deposit base at lower interest rates to fund loan originations.
We are committed to maintaining a strong liquidity position. We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient funds to meet our current funding commitments. Based on our deposit retention experience and current pricing strategy, we anticipate that a significant portion of maturing time deposits will be retained. We also anticipate continued use of FHLB advances.
At December 31, 2019, we exceeded all of our regulatory capital requirements with a Tier 1 leverage capital level of $18.9 million, or 17.47% of adjusted total assets, which is above the well-capitalized required level of $5.4 million, or 5.00%; and total risk-based capital of $19.6 million, or 38.94% of risk-weighted assets, which is above the well-capitalized required level of $5.0 million, or 10.00%. At December 31, 2018, we exceeded all of our regulatory capital requirements with a Tier 1 leverage capital level of $12.3 million, or 12.23% of adjusted total assets, which is above the well-capitalized required level of $5.0 million, or 5.0%; and total risk-based capital of $13.0 million, or 25.98% of risk-weighted assets, which is above the well-capitalized required level of $5.0 million, or 10.0%. Accordingly, Eureka Homestead was categorized as well-capitalized at December 31, 2019 and 2018. Management is not aware of any conditions or events since the most recent notification that would change our category.
Off-Balance Sheet Arrangements. At December 31, 2019, we had $524,000 of outstanding commitments to originate loans, all of which represented the balance of remaining funds to be disbursed on construction loans in process. Certificates of deposit that are scheduled to mature in less than one year from December 31, 2019 total $26.0 million at December 31, 2019. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize FHLB advances or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.
Recent Accounting Pronouncements
For a discussion of the impact of recent accounting pronouncements, see Note 1 of the notes to our financial statements beginning on page F-7 of this annual report.
Impact of Inflation and Changing Prices
The financial statements and related data presented herein have been prepared in accordance with generally accepted accounting principles in the United States of America which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates, generally, have a more significant impact on a financial institution’s performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
ITEM 7A. Quantitative and Qualitative Disclosures about Market Risk
Not required for smaller reporting companies.
ITEM 8. Financial Statements and Supplementary Data
The Company’s Consolidated Financial Statements are presented in this Annual Report on Form 10‑K beginning at page F-1.
REPORT OF INDEPENDENT
REGISTERED PUBLIC ACCOUNTING FIRM
Shareholders and the Board of Directors
Eureka Homestead Bancorp, Inc.
Metairie, Louisiana
Opinion on the Financial Statements
We have audited the accompanying consolidated balance sheets of Eureka Homestead Bancorp, Inc. (the “Company”) as of December 31, 2019 and 2018, the related consolidated statements of (loss) income, comprehensive income, changes in stockholders’ equity, and cash flows for each of the years in the two-year period ended December 31, 2019, and the related notes (collectively referred to as the “financial statements”). In our opinion, the financial statements present fairly, in all material respects, the financial position of the Company as of December 31, 2019 and 2018, and the results of its operations and its cash flows for each of years in the two-year period ended December 31, 2019, in conformity with the generally accepted accounting principles in the United States of America.
Basis for Opinion
These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on the Company’s financial statements based on our audits. We are a public accounting firm registered with the Public Company Accounting Oversight Board (United States) (PCAOB) and are required to be independent with respect to the Company in accordance with the U.S. federal securities laws and the applicable rules and regulations of the Securities and Exchange Commission and the PCAOB.
We conducted our audits in accordance with the standards of the PCAOB. Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the financial statements are free of material misstatement, whether due to error or fraud. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. As part of our audits, we are required to obtain an understanding of internal control over financial reporting, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion.
Our audits included performing procedures to assess the risks of material misstatement of the financial statements, whether due to error or fraud, and performing procedures that respond to those risks. Such procedures included examining, on a test basis, evidence regarding the amounts and disclosures in the financial statements. Our audits also included evaluating the accounting principles used and significant estimates made by management, as well as evaluating the overall presentation of the financial statements. We believe that our audits provide a reasonable basis for our opinion.
|
/s/ T. E. Lott and Company, PA
|
We have served as the Company’s auditor since 2018.
Columbus, Mississippi
March 30, 2020
EUREKA HOMESTEAD BANCORP, INC.
CONSOLIDATED BALANCE SHEETS
DECEMBER 31, 2019 AND 2018
(in thousands)
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
|
|
|
|
|
|
|
|
|
|
|
ASSETS
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
|
$
|
11,875
|
|
$
|
3,090
|
Interest-Bearing Deposits
|
|
|
1,740
|
|
|
750
|
Investment Securities
|
|
|
5,320
|
|
|
5,781
|
Loans Receivable, Net
|
|
|
78,785
|
|
|
81,072
|
Loans Held-for-Sale
|
|
|
1,637
|
|
|
533
|
Accrued Interest Receivable
|
|
|
321
|
|
|
337
|
Federal Home Loan Bank Stock
|
|
|
1,418
|
|
|
1,376
|
Premises and Equipment, Net
|
|
|
704
|
|
|
767
|
Cash Surrender Value of Life Insurance
|
|
|
4,044
|
|
|
3,950
|
Deferred Tax Asset
|
|
|
5
|
|
|
280
|
Prepaid Expenses and Other Assets
|
|
|
155
|
|
|
134
|
Total Assets
|
|
$
|
106,004
|
|
$
|
98,070
|
|
|
|
|
|
|
|
LIABILITIES AND SHAREHOLDERS' EQUITY
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
Deposits
|
|
$
|
58,045
|
|
$
|
56,183
|
Advances from Federal Home Loan Bank
|
|
|
21,581
|
|
|
26,030
|
Advance Payments by Borrowers for Taxes and Insurance
|
|
|
1,425
|
|
|
1,447
|
Accrued Expenses and Other Liabilities
|
|
|
669
|
|
|
2,171
|
Total Liabilities
|
|
|
81,720
|
|
|
85,831
|
|
|
|
|
|
|
|
Commitments and Contingencies (Note 15)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shareholders' Equity:
|
|
|
|
|
|
|
Preferred Stock, $0.01 par value, 1,000,000 shares authorized, no shares issued
|
|
|
—
|
|
|
—
|
Common Stock, $0.01 par value, 9,000,000 shares authorized, 1,429,676 shares issued
|
|
|
|
|
|
|
and outstanding on December 31, 2019
|
|
|
14
|
|
|
—
|
Additional Paid-in Capital
|
|
|
13,112
|
|
|
—
|
Unallocated Common Stock Held by:
|
|
|
|
|
|
|
Employee Stock Ownership Plan (ESOP)
|
|
|
(1,098)
|
|
|
—
|
Recognition and Retention Plan (RRP)
|
|
|
—
|
|
|
—
|
Retained Earnings
|
|
|
12,274
|
|
|
12,335
|
Accumulated Other Comprehensive Loss
|
|
|
(18)
|
|
|
(96)
|
Total Shareholders' Equity
|
|
|
24,284
|
|
|
12,239
|
Total Liabilities and Shareholders' Equity
|
|
$
|
106,004
|
|
$
|
98,070
|
The accompanying notes are an integral part of these financial statements.
EUREKA HOMESTEAD BANCORP, INC.
CONSOLIDATED STATEMENTS OF (LOSS) INCOME
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(in thousands)
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Interest Income:
|
|
|
|
|
|
|
Loans Receivable
|
|
$
|
3,484
|
|
$
|
3,555
|
Investment Securities
|
|
|
155
|
|
|
119
|
Interest-Bearing Deposits
|
|
|
161
|
|
|
69
|
Total Interest Income
|
|
|
3,800
|
|
|
3,743
|
Interest Expense:
|
|
|
|
|
|
|
Deposits
|
|
|
1,261
|
|
|
928
|
Advances from Federal Home Loan Bank
|
|
|
682
|
|
|
726
|
Total Interest Expense
|
|
|
1,943
|
|
|
1,654
|
Net Interest Income
|
|
|
1,857
|
|
|
2,089
|
|
|
|
|
|
|
|
Provision (Credit) for Loan Losses
|
|
|
(9)
|
|
|
(11)
|
Net Interest Income After Provision (Credit) for Loan Losses
|
|
|
1,866
|
|
|
2,100
|
|
|
|
|
|
|
|
Non-Interest Income:
|
|
|
|
|
|
|
Service Charges and Other Income
|
|
|
100
|
|
|
124
|
Fees on Loans Sold
|
|
|
541
|
|
|
307
|
Gain (Loss) on Sales of Investment Securities
|
|
|
6
|
|
|
(55)
|
Gain on Sale of Other Real Estate
|
|
|
—
|
|
|
23
|
Income from Life Insurance
|
|
|
94
|
|
|
106
|
Total Non-Interest Income
|
|
|
741
|
|
|
505
|
|
|
|
|
|
|
|
Non-Interest Expenses:
|
|
|
|
|
|
|
Salaries and Employee Benefits
|
|
|
1,507
|
|
|
1,412
|
Occupancy Expense
|
|
|
256
|
|
|
196
|
FDIC Deposit Insurance Premium and Examination Fees
|
|
|
54
|
|
|
80
|
Data Processing
|
|
|
120
|
|
|
112
|
Accounting and Consulting
|
|
|
158
|
|
|
132
|
Other Real Estate Expense
|
|
|
—
|
|
|
1
|
Insurance
|
|
|
78
|
|
|
71
|
Legal fees
|
|
|
20
|
|
|
7
|
Other
|
|
|
221
|
|
|
245
|
Total Non-Interest Expenses
|
|
|
2,414
|
|
|
2,256
|
Income Before Income Tax Expense
|
|
|
193
|
|
|
349
|
Income Tax Expense
|
|
|
254
|
|
|
54
|
Net (Loss) Income
|
|
$
|
(61)
|
|
$
|
295
|
The accompanying notes are an integral part of these financial statements.
EUREKA HOMESTEAD BANCORP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(in thousands)
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Net (Loss) Income
|
|
$
|
(61)
|
|
$
|
295
|
Other Comprehensive Income (Loss):
|
|
|
|
|
|
|
Unrealized Gains (Losses) on Investment Securities
|
|
|
105
|
|
|
(46)
|
Reclassification Adjustment for (Gains) Losses Realized
|
|
|
(6)
|
|
|
55
|
Other Comprehensive Income Before Income Taxes
|
|
|
99
|
|
|
9
|
Income Tax Effect
|
|
|
(21)
|
|
|
(2)
|
Other Comprehensive Income, Net of Income Taxes
|
|
|
78
|
|
|
7
|
Comprehensive Income
|
|
$
|
17
|
|
$
|
302
|
The accompanying notes are an integral part of these financial statements.
EUREKA HOMESTEAD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CHANGES IN EQUITY
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated
|
|
|
|
|
|
|
|
|
Additional
|
|
Unallocated
|
|
|
|
|
Other
|
|
|
|
|
|
Common
|
|
Paid-in
|
|
ESOP
|
|
Retained
|
|
Comprehensive
|
|
|
|
|
|
Stock
|
|
Capital
|
|
Shares
|
|
Earnings
|
|
Income/(Loss)
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance December 31, 2017
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
12,040
|
|
$
|
(103)
|
|
$
|
11,937
|
Net Income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
295
|
|
|
—
|
|
|
295
|
Other Comprehensive Income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
7
|
Balance December 31, 2018
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
12,335
|
|
|
(96)
|
|
|
12,239
|
Proceeds from Issuance of Common Stock
|
|
|
14
|
|
|
13,102
|
|
|
(1,144)
|
|
|
|
|
|
|
|
|
11,972
|
ESOP Shares Earned
|
|
|
—
|
|
|
10
|
|
|
46
|
|
|
|
|
|
|
|
|
56
|
Net Loss
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(61)
|
|
|
—
|
|
|
(61)
|
Other Comprehensive Income
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
78
|
Balance December 31, 2019
|
|
$
|
14
|
|
$
|
13,112
|
|
$
|
(1,098)
|
|
$
|
12,274
|
|
$
|
(18)
|
|
$
|
24,284
|
The accompanying notes are an integral part of these financial statements.
EUREKA HOMESTEAD BANCORP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
FOR THE YEARS ENDED DECEMBER 31, 2019 AND 2018
(in thousands)
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Cash Flows from Operating Activities:
|
|
|
|
|
|
|
Net (Loss) Income
|
|
$
|
(61)
|
|
$
|
295
|
Adjustments to Reconcile Net (Loss) Income to Net Cash (Used in) Provided by Operating Activities:
|
|
|
|
|
|
|
Cash (Used in) Provided by Operating Activities:
|
|
|
|
|
|
|
Provision (Credit) for Loan Losses
|
|
|
(9)
|
|
|
(11)
|
Depreciation Expense
|
|
|
84
|
|
|
41
|
Amortization of FHLB Advance Prepayment Penalty
|
|
|
71
|
|
|
72
|
Provision for Deferred Income Taxes
|
|
|
254
|
|
|
54
|
Net Amortization of Premium/Discount on Mortgage-Backed Securities
|
|
|
25
|
|
|
14
|
(Gain) Loss on Sale of Investment Securities
|
|
|
(6)
|
|
|
55
|
(Gain) on Sale of Premises and Equipment
|
|
|
—
|
|
|
(32)
|
Stock Dividend on Federal Home Loan Bank Stock
|
|
|
(42)
|
|
|
(35)
|
(Gain) on Sale of Other Real Estate
|
|
|
—
|
|
|
(23)
|
Non-cash Compensation for ESOP
|
|
|
56
|
|
|
—
|
Net (Increase) Decrease in Loans Held-for-Sale
|
|
|
(1,104)
|
|
|
61
|
Changes in Assets and Liabilities:
|
|
|
|
|
|
|
Decrease in Accrued Interest Receivable
|
|
|
16
|
|
|
43
|
(Increase) in CSV of Life Insurance
|
|
|
(94)
|
|
|
(94)
|
(Increase) Decrease in Prepaid Expenses and Other Assets
|
|
|
(21)
|
|
|
16
|
(Decrease) in Accrued Expenses and Other Liabilities
|
|
|
(1,502)
|
|
|
(111)
|
Net Cash (Used in) Provided by Operating Activities
|
|
|
(2,333)
|
|
|
345
|
|
|
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
|
|
|
Net Decrease (Increase) in Loans
|
|
|
2,287
|
|
|
(1,734)
|
Proceeds from Maturities of Interest-Bearing Deposits
|
|
|
2,247
|
|
|
6,144
|
Purchases of Interest-Bearing Deposits
|
|
|
(3,237)
|
|
|
(5,947)
|
Purchases of Investment Securities
|
|
|
(1,991)
|
|
|
(1,964)
|
Proceeds from Sales, Calls and Principal Repayments of Investment Securities
|
|
|
2,541
|
|
|
2,289
|
Purchase of Federal Home Loan Bank Stock
|
|
|
—
|
|
|
—
|
Purchases of Premises and Equipment
|
|
|
(21)
|
|
|
(105)
|
Proceeds from Sale of Premises and Equipment
|
|
|
—
|
|
|
102
|
Proceeds from Sale of Other Real Estate
|
|
|
—
|
|
|
77
|
Net Cash Provided by (Used in) Investing Activities
|
|
|
1,826
|
|
|
(1,138)
|
|
|
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
|
|
|
Net Increase in Deposits
|
|
|
1,862
|
|
|
3,092
|
Proceeds from Stock Offering
|
|
|
13,116
|
|
|
—
|
Loan to ESOP for Purchase of Stock
|
|
|
(1,144)
|
|
|
—
|
Advances from Federal Home Loan Bank
|
|
|
5,000
|
|
|
13,500
|
Payments on Advances from Federal Home Loan Bank
|
|
|
(9,520)
|
|
|
(13,559)
|
Net (Decrease) Increase in Advance Payments by Borrowers for Taxes and Insurance
|
|
|
(22)
|
|
|
137
|
Net Cash Provided by Financing Activities
|
|
|
9,292
|
|
|
3,170
|
Net Increase in Cash and Cash Equivalents
|
|
|
8,785
|
|
|
2,377
|
|
|
|
|
|
|
|
Cash and Cash Equivalents at Beginning of Period
|
|
|
3,090
|
|
|
713
|
Cash and Cash Equivalents at End of Period
|
|
$
|
11,875
|
|
$
|
3,090
|
|
|
|
|
|
|
|
Supplemental Disclosures for Cash Flow Information:
|
|
|
|
|
|
|
Cash Paid (Refunded) for:
|
|
|
|
|
|
|
Interest
|
|
$
|
1,942
|
|
$
|
1,603
|
Income Taxes
|
|
$
|
(10)
|
|
|
—
|
|
|
|
|
|
|
|
Supplemental Schedule for Noncash Investing and Financing Activities:
|
|
|
|
|
|
|
Change in the Unrealized Gain/Loss on Investment Securities
|
|
$
|
(99)
|
|
$
|
9
|
The accompanying notes are an integral part of these financial statements.
EUREKA HOMESTEAD BANCORP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
DECEMBER 31, 2019 AND 2018
Note 1 - Nature of Operations, Principles of Consolidation, Use of Estimates and Summary of Significant Accounting Policies -
Nature of Operations
Eureka Homestead Bancorp, Inc. (the “Company”) (OTC Pink Marketplace – ERKH) was formed to serve as the stock holding company for Eureka Homestead (the “Bank”) upon completion of its mutual-to-stock conversion. The conversion was effective July 9, 2019. In connection with the conversion, the Company sold 1,429,676 shares of its common stock, including 114,374 shares purchased by the Bank’s employee stock ownership plan, at a price of $10.00 per share.
Unless otherwise indicated or the context otherwise requires, references in these financial statements to “we, “us”, “our”, “Company” and “Bank” refer collectively to Eureka Homestead Bancorp, Inc. and Eureka Homestead on a consolidated basis or to any of those entities, depending on the context.
The Bank is a federal stock savings association subject to regulation by the Office of the Comptroller of the Currency and the Federal Deposit Insurance Corporation. The Company conducts lending and deposit-taking activities from two locations in the New Orleans, Louisiana area. The Company provides service to customers in the New Orleans and surrounding areas. The accounting and reporting policies of the Company are in accordance with generally accepted accounting principles and conform to general practices within the industry.
The Company’s loan portfolio consists mainly of loans to homeowners; however, the Company's loan portfolio does include loans secured by non-residential real estate. The majority of loans are secured by first mortgages on area real estate and are expected to be repaid from the cash flow of the borrower. Some of the activities upon which the economy of the New Orleans area is dependent include the petrochemical industry, the port of New Orleans and economic activity along that region of the Mississippi River, healthcare and tourism. Significant declines in these activities and the general economic conditions in the Company's market areas could affect the borrower’s ability to repay loans and cause a decline in value of the assets securing the loan portfolio.
The Company’s operations are subject to customary business risks associated with activities of a financial institution. Some of those risks include competition from other institutions and changes in local or national economic conditions, interest rates and regulatory requirements.
Principles of Consolidation
The consolidated financial statements as of and for the years ended December 31, 2019 and 2018 include the Company and the Bank, together referred to as the Company. Intercompany transactions and balances have been eliminated in consolidation.
Use of Estimates
The preparation of financial statements in conformity with generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosures of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for losses on loans, the valuation of other real estate acquired, the valuation of deferred tax assets, other than temporary impairments of securities and the fair value of financial instruments.
The determination of the adequacy of the allowance for loan losses is based on estimates that are particularly susceptible to significant changes in the economic environment and market conditions. In connection with the determination of the estimated losses on loans, management obtains independent appraisals for significant collateral.
While management uses available information to recognize losses on loans, further reductions in the carrying amounts of loans may be necessary based on changes in local economic conditions. In addition, regulatory agencies, as an integral part of their examination process, periodically review the estimated losses on loans. Such agencies may have judgments different than management’s and we may determine to adjust our allowance as a result of these regulatory reviews. Because of these factors, it is reasonably possible that the estimated losses on loans may change in the near term. However, the amount of the change that is reasonably possible cannot be estimated.
Investment Securities
Financial Accounting Standards Board Accounting Standards Codification (“FASB ASC”) 320, Investments, requires the classification of securities as trading, available-for-sale, or held-to-maturity. Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates this classification periodically.
Securities classified as available-for-sale are equity securities with readily determinable fair values and those debt securities that the Company intends to hold for an indefinite period of time but not necessarily to maturity. Any decision to sell a security classified as available-for-sale would be based on various factors, including significant movement in interest rates, changes in the maturity mix of the Company’s assets and liabilities, liquidity needs, regulatory capital considerations, and other similar factors. These securities are carried at estimated fair value based on information provided by a third party pricing service with any unrealized gains or losses excluded from net income and reported in accumulated other comprehensive income (loss), which is reported as a separate component of equity, net of the related deferred tax effect.
Investment securities and mortgage-backed securities that the Company has the positive intent and ability to hold to maturity are classified as held-to-maturity and reported at amortized cost.
Investment securities and mortgage-backed securities that are bought and held by the Company primarily for the purpose of selling them in the near future are classified as trading securities and reported at fair value. Unrealized gains and losses are included in earnings.
Premiums and discounts are amortized or accreted over the life of the related security, adjusted for anticipated prepayments, as an adjustment to yield using the effective interest method. Mortgage-backed securities are subject to prepayment and, accordingly, actual maturities could differ from contractual maturities. Interest income is recognized when earned. Gains and losses from the sale of securities are included in earnings when realized and are determined using the specific identification method for determining the cost of securities sold.
Declines in the fair value of individual investment securities below their cost that are other than temporary result in write-downs of the individual securities to their fair value. The written down amount then becomes the security’s new cost basis. The related write-downs are included in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
Loans Receivable
The Company grants real estate mortgage and consumer loans to customers. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off are reported at their outstanding unpaid principal balances adjusted for unearned income, the allowance for loan losses, and any unamortized deferred fees or costs on originated loans, and premiums or discounts on purchased loans. When principal or interest is delinquent for 90 days or more, the Company evaluates the loan for nonaccrual status.
Uncollectible interest on loans that are contractually past due is charged-off, or an allowance is established based on management's periodic evaluation. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual status or charged off at an earlier date if collection of principal or interest is considered doubtful. The allowance is established by a charge to interest income equal to all interest previously accrued, and income is subsequently recognized only to the extent that cash payments are received until, in management's judgment, the borrower has the ability to make timely periodic interest and principal payments, in which case the loan is returned to accrual status.
Loan fees and certain direct loan origination costs are deferred and the net fee or cost is recognized as an adjustment to interest income using the interest method over the contractual life of the loans, adjusted for actual prepayments. Amortization of net deferred fees or costs is discontinued for the loans that are deemed to be non-performing. Additionally, the unamortized net fees or costs are recognized in income when loans are paid-off.
Loans Held-for-Sale
Mortgage loans originated and intended for sale in the secondary market are carried at the lower of cost or fair value. For these loans, gains and losses on loan sales are recorded in noninterest income, and direct loan origination costs and fees are deferred at origination of the loan and are recognized in noninterest income upon sale of the loan.
Impaired Loans
A loan is considered impaired, in accordance with the impairment accounting guidance of FASB ASC 310-10-35-16, Receivables, when based on current information and events it is probable that the Company will be unable to collect the scheduled payments of principal and interest when due according to the contractual
terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of delay, the reasons for the delay, the borrower's prior payment record, and the amount of shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis by either the present value of expected cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent. Impaired loans are measured based on the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price of the fair value of the collateral if the loan is collateral dependent. The portion of increase in present value of the expected future cash flows of impaired loans that is attributable to the passage of time is reported as interest income. A change in the present value of the expected future cash flows related to impaired loans is reported as an increase or decrease in provision for loan losses.
Allowance for Loan Losses
The allowance for loan losses is maintained at a level which is considered to be adequate to reflect estimated credit losses associated with specifically identified loans, as well as estimated probable credit losses inherent in the remainder of the loan portfolio at the balance sheet date. The allowance for loan losses is determined based on consideration and assessment of the various credit risk characteristics of the loans that comprise the loan portfolio in accordance with FASB ASC 450, Contingencies, for pools of loans and FASB ASC 310, Receivables, for individually impaired loans.
Management evaluates the allowance for loan losses to assess the risk of loss in the loan portfolio and to determine the adequacy of the allowance for loan losses. For purposes of this evaluation, loans are aggregated into pools based on various characteristics. Some of those characteristics include payment status, concentrations, and loan to collateral value and the financial status of borrowers. The allowance allocated to each of these pools is based on historical charge-off rates, adjusted for changes in the credit risk characteristics within these pools, as determined from current information and analyses. In determining the appropriate level of the allowance, management also ensures that the overall allowance appropriately reflects current macroeconomic conditions, industry exposure and a margin for the imprecision inherent in most estimates of expected credit losses. In addition to these factors, management also considers the following for each segment of the loan portfolio when determining the allowance:
• Residential mortgages - This category consists of loans secured by first and junior liens on residential real estate. The performance of these loans may be adversely affected by unemployment rates, local residential real estate market conditions and the interest rate environment.
• Commercial real estate - This category consists of loans primarily secured by office buildings, and retail shopping facilities. The performance of commercial real estate loans may be adversely affected by conditions specific to the relevant industry, the real estate market for the property type and geographic region where the property or borrower is located.
• Construction and land - This category consists of loans to finance the ground-up construction and/or improvement of construction of residential and commercial properties and loans secured by land. The performance of construction and land loans is generally dependent upon the successful completion of improvements and/or land development for the end user, the sale of the property to a third party, or a
secondary source of cash flow from the owners. The successful completion of planned improvements and development maybe adversely affected by changes in the estimated property value upon completion of construction, projected costs and other conditions leading to project delays.
• Multi-family residential - This category consists of loans secured by apartment or residential buildings with five or more units used to accommodate households on a temporary or permanent basis. The performance of multi-family loans is generally dependent on the receipt of rental income from the tenants who occupy the subject property. The occupancy rate of the subject property and the ability of the tenants to pay rent may be adversely affected by the location of the subject property and local economic conditions.
• Consumer - This category consists of loans to individuals for household, family and other personal use. The performance of these loans may be adversely affected by national and local economic conditions, unemployment rates and other factors affecting the borrower's income available to service the debt. All of our consumer loans are secured by our customers’ savings accounts and/or certificates of deposit.
As a result of the uncertainties inherent in the estimation process, management’s estimate of loan losses and the related allowance could change in the near term.
Based on management’s periodic evaluation of the allowance for loan losses, a provision for loan losses is charged to operations if additions to the allowance are required. Actual loan charge-offs are deducted from the allowance and subsequent recoveries of previously charged-off loans are added to the allowance.
Other Real Estate
Real estate properties acquired through, or in lieu of, foreclosure are held for sale and are initially recorded at fair value on the date of acquisition. Any write-downs at the time of acquisition are charged to the allowance for loan losses. Costs relating to development and improvement of property are capitalized, whereas costs relating to holding property are expensed. Other real estate was $0 and $0 at December 31, 2019 and 2018, respectively, and is included in prepaid expenses and other assets.
Subsequent to acquisition, valuations are periodically performed by management to report these assets at the lower of fair value less costs to sell or cost. Any adjustments resulting from these periodic re-evaluations of property are reflected in a valuation allowance and charged to income.
Premises and Equipment
Land is carried at cost. Buildings, leasehold improvements and furniture, fixtures and equipment are carried at cost, less accumulated depreciation and amortization, respectively. Depreciation and amortization are calculated on the straight-line basis and accelerated methods over the estimated useful lives of the assets which range from 3 to 39 years. Expenditures for improvements, which extend the life of an asset, are capitalized and depreciated over the asset’s remaining useful life. Gains or losses realized on the disposition of properties and equipment are reflected in the statements of (loss) income. Expenditures for repairs and maintenance are charged to operating expenses as incurred.
Life Insurance
The Company purchased life insurance on certain employees and directors of the Company. Appreciation in value of the insurance policies is included in noninterest income.
Advertising
The Company follows the policy of charging the costs of advertising to expense as incurred. Advertising expense was approximately $17,000 and $27,000 for the years ended December 31, 2019 and 2018, respectively, and is included in other non-interest expenses.
Income Taxes
The Company accounts for income taxes in accordance with income tax guidance of FASB ASC 740, Income Taxes, and has adopted the recent accounting guidance related to accounting for uncertainty in income taxes, which sets forth a consistent framework to determine the appropriate level of tax reserves to maintain for uncertain tax positions.
The income tax guidance results in two components of income tax expense: current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of enacted tax law to the taxable income or excess deductions over revenues. The Company determines deferred income taxes using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is based on the tax effects of the difference between the book and tax bases of assets and liabilities. Enacted changes in tax rates and laws are recognized in the period in which they occur.
Deferred income tax expense results from changes in deferred tax assets and liabilities between periods. Deferred tax assets are recognized if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The term more likely than not means a likelihood of more than 50 percent; the terms examined and upon examination also include resolution of the related appeals or litigation processes, if any. A tax position that meets the more likely than not recognition threshold is initially and subsequently measured as the largest amount of tax benefit that has a greater than 50 percent likelihood of being realized upon settlement with a taxing authority that has full knowledge of all relevant information. The determination of whether or not a tax position has met the more likely than not recognition threshold considers the facts, circumstances, and information available at the reporting date and is subject to management's judgment. Deferred tax assets are reduced by a valuation allowance if, based on the weight of evidence available, it is more likely than not that some portion or all of a deferred tax asset will not be realized.
The Company evaluates all significant tax positions as required by accounting principles generally accepted in the United States of America. As of December 31, 2019 and 2018, the Company does not believe that it has taken any positions that would require the recording of any additional tax liability nor does it believe that there are any unrealized tax benefits that would either increase or decrease within the next year.
With few exceptions, the Company is no longer subject to federal tax examinations by tax authorities for years before 2015. Any interest and penalties assessed by income taxing authorities are not significant and are included in non-interest expense in these financial statements.
Comprehensive Income
The Company reports comprehensive income in accordance with the accounting guidance related to FASB ASC 220, Comprehensive Income. FASB ASC 220 establishes standards for reporting and presentation of comprehensive income and its components in a full set of financial statements. Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes net unrealized gains (losses) on securities and is presented, net of tax, in the statements of comprehensive income.
Statement of Cash Flows
For purposes of the statements of cash flows, cash and cash equivalents include cash on hand, due from banks and deposits with the FHLB. The Company considers all highly liquid debt instruments with original maturities of three months or less (excluding interest-bearing deposits in banks) to be cash equivalents.
Reclassifications
Certain reclassifications may have been made to the 2018 financial statements to conform with the 2019 financial statement presentation. Such reclassifications had no effect on net income or retained earnings as previously reported.
Recent Accounting Pronouncements
Emerging Growth Company Status
The Company qualifies as an “emerging growth company” under the Jumpstart Our Business Startups Act of 2012 (the “JOBS Act”). For as long as the Company is an emerging growth company, it may choose to take advantage of exemptions from various reporting requirements applicable to other public companies. An emerging growth company may elect to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies, but must make such election when the company is first required to file a registration statement. The Company has elected to use the extended transition period described above and intends to maintain its emerging growth company status as allowed under the JOBS Act.
In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers. The provisions of the update requires an entity to recognize the amount of revenue to which it expects to be entitled for the transfer of promised goods or services to customers. The ASU replaced most existing revenue recognition guidance in U.S. GAAP. In March, 2016 the FASB issued ASU 2016-08, Principal versus Agent Considerations (Reporting Revenue Gross versus Net), which clarifies the guidance in determining revenue recognition as principal versus agent. In April 2016, the FASB issued ASU 2016-10, Identifying Performance Obligations and Licensing, which provides guidance in accounting for immaterial performance obligations and shipping and handling. In May 2016, the FASB issued ASU 2016-12, Narrow-Scope Improvements and Practical Expedients, which provides clarification on assessing the collectability criterion, presentation of sales taxes, measurement date for noncash consideration and completed contracts at transition. This ASU also provides a practical expedient for contract modifications. For an emerging growth company, the amendments in this update were effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The amendments did not have a material impact on the Company’s Consolidated Financial Statements.
In January 2016, the FASB issued ASU No. 2016-01, Financial Instruments - Overall (Subtopic 825- 10), Recognition and Measurement of Financial Assets and Financial Liabilities. The provisions of the update require equity investments to be measured at fair value with changes in fair value recognized in net income. However, an entity may choose to measure equity investments that do not have readily determinable fair values at cost minus impairment. The update also simplifies the impairment assessment of equity investments without readily determinable fair values by requiring a qualitative assessment to identify impairment. It also eliminates the requirement for public business entities to disclose the methods and significant assumptions used to estimate the fair value for financial instruments measured at
amortized cost on the balance sheet. ASU No. 2016-01 requires public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes. It also requires an entity to present separately in other comprehensive income the portion of the total change in the fair value of a liability resulting from a change in the instrument-specific credit risk when the entity has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The update requires separate presentation of financial assets and financial liabilities by category and form on the balance sheet or the accompanying notes to the financial statements. In addition, the update clarifies 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. For an emerging growth company, the amendments in this update were effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The adoption of this ASU did not have a material impact on the Company’s Consolidated Financial Statements.
In February 2016, the FASB issued ASU 2016-02, Leases (Topic 842), Conforming Amendments Related to Leases. This ASU amends the codification regarding leases in order to increase transparency and comparability. The ASU requires companies to recognize lease assets and liabilities on the statement of condition and disclose key information about leasing arrangements. A lessee would recognize a liability to make lease payments and a right-of-use asset representing its right to use the leased asset for the lease term. For an emerging growth company, the amendments in this update are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The adoption of this ASU is not expected to have a material effect on the Company’s Consolidated Financial Statements.
In September 2016, the FASB issued ASU 2016-13, Financial Instruments – Credit Losses (Topic 326), Measurement of Credit Losses on Financial Instruments. The amendments introduce an impairment model that is based on expected credit losses (“ECL”), rather than incurred losses, to estimate credit losses on certain types of financial instruments (eg. loans and held to maturity securities), including certain off-balance sheet financial instruments (eg. commitments to extend credit and standby letters of credit that are not unconditionally cancellable). The ECL should consider historical information, current information, and reasonable and supportable forecasts, including estimates of prepayments, over the contractual term. An entity must use judgment in determining the relevant information and estimation methods that are appropriate in its circumstances. Financial instruments with similar risk characteristics may be grouped together when estimating the ECL. The ASU also amends the current available for sale security impairment model for debt securities whereby credit losses relating to available for sale debt securities should be recorded through an allowance for credit losses. For an emerging growth company, the amendments in this update are effective for fiscal years beginning after December 15, 2022, and interim periods within fiscal years beginning after December 15, 2023. The amendments will be applied through a modified retrospective approach, resulting in a cumulative-effect adjustment to retained earnings as of the beginning of the first reporting period in which the guidance is effective. The Company is currently planning for the implementation of this accounting standard. It is too early to assess the impact this ASU will have on the Company’s Consolidated Financial Statements.
In August 2016, FASB issued ASU No. 2016-15, Statement of Cash Flows (Topic 230): Classification of Certain Cash Receipts and Cash Payments. The amendments in this ASU clarify the proper classification for certain cash receipts and cash payments, including clarification on debt prepayment or debt extinguishment costs, settlement of zero-coupon debt instruments, contingent consideration payments made after a business combination, proceeds from the settlement of insurance claims, and proceeds from the settlement of corporate-owned life insurance policies, including bank-owned life insurance policies,
among others. For an emerging growth company, the amendments in this update were effective for fiscal years beginning after December 15, 2018, and interim periods within fiscal years beginning after December 15, 2019. The amendment did not have a material impact on the Company’s Consolidated Financial Statements.
In June 2018, FASB issued ASU No. 2018-07, Compensation – Stock Compensation (Topic 718): Improvements to Nonemployee Share-based Payment. The amendments in this ASU expand the scope of Topic 718 to include share-based payment transactions for acquiring goods and services from nonemployees. For an emerging growth company, the amendments in this update are effective for fiscal years beginning after December 15, 2019, and interim periods within fiscal years beginning after December 15, 2020. The Company is currently assessing the amendment but does not anticipate it will have a material impact on the Company’s Consolidated Financial Statements.
In August 2018, FASB issued ASU 2018-13, Fair Value Measurement (Topic 820): Disclosure Framework – Changes to the Disclosure Requirements for Fair Value Measurement. The amendments in this ASU modify the disclosure requirements related to fair value. Certain provisions under ASU 2018-13 require prospective application, while other provisions require retrospective application to all period presented in the financial statements upon adoption. For an emerging growth company, the amendments in this update are effective for fiscal years beginning after December 15, 2019, including interim periods within those fiscal years. The Company is currently assessing the amendment but does not anticipate it will have a material impact on the Company’s Consolidated Financial Statements.
Note 2 – Earnings Per Share
Basic earnings per share (“EPS”) represents income available to common shareholders divided by the weighted average number of common shares outstanding; no dilution for any potentially convertible shares is included in the calculation. Diluted EPS reflects the potential dilution that could 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 the earnings of the Company. The potential common shares that may be issued by the Company relate to outstanding stock options.
Earnings per common share were computed based on the following:
|
|
|
|
|
|
Year Ended
|
|
|
December 31,
|
(in thousands, except per share data)
|
|
2019
|
Numerator:
|
|
|
|
Net income available to common shareholders
|
|
$
|
(61)
|
|
|
|
|
Denominator:
|
|
|
|
Common shares outstanding (Total issued, less unallocated ESOP shares)
|
|
|
1,318
|
|
|
|
|
Basic earnings per common share
|
|
$
|
(0.05)
|
Note 3 - Investment Securities -
The amortized cost and fair values of investment securities available-for-sale were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
Gross
|
|
|
|
December 31, 2019:
|
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
(in thousands)
|
|
Cost
|
|
Gains
|
|
(Losses)
|
|
Value
|
Mortgage-Backed Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC
|
|
$
|
2,664
|
|
$
|
—
|
|
$
|
(19)
|
|
$
|
2,645
|
SBA 7a Pools
|
|
|
2,678
|
|
|
5
|
|
|
(8)
|
|
|
2,675
|
Total Investment Securities Available-for-Sale
|
|
$
|
5,342
|
|
$
|
5
|
|
$
|
(27)
|
|
$
|
5,320
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross
|
|
Gross
|
|
|
|
December 31, 2018:
|
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
(in thousands)
|
|
Cost
|
|
Gains
|
|
(Losses)
|
|
Value
|
Mortgage-Backed Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC
|
|
$
|
3,139
|
|
$
|
—
|
|
$
|
(117)
|
|
$
|
3,022
|
FNMA
|
|
|
232
|
|
|
—
|
|
|
(2)
|
|
|
230
|
GNMA
|
|
|
612
|
|
|
8
|
|
|
—
|
|
|
620
|
SBA 7a Pools
|
|
|
1,920
|
|
|
—
|
|
|
(11)
|
|
|
1,909
|
Total Investment Securities Available-for-Sale
|
|
$
|
5,903
|
|
$
|
8
|
|
$
|
(130)
|
|
$
|
5,781
|
All investment securities held on December 31, 2019 and 2018, were government-sponsored mortgage-backed or SBA pool securities.
The amortized cost and fair values of the investment securities available-for-sale at December 31, 2019, by contractual maturity, are shown below. For mortgage-backed securities and SBA 7a pools, expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
|
|
|
|
|
|
|
|
|
Available-for-Sale
|
December 31, 2019
|
|
Amortized
|
|
Fair
|
(in thousands)
|
|
Cost
|
|
Value
|
Amounts Maturing:
|
|
|
|
|
|
|
After One Year through Five Years
|
|
$
|
123
|
|
$
|
123
|
After Five Years through Ten Years
|
|
|
1,716
|
|
|
1,708
|
After Ten Years
|
|
|
3,503
|
|
|
3,489
|
|
|
$
|
5,342
|
|
$
|
5,320
|
No investment securities were pledged to secure advances from the FHLB as of December 31, 2019 and 2018.
Proceeds from sales and calls of available-for-sale investment securities were approximately $683,000 for the year ended December 31, 2019 and $1,076,000 for the year ended December 31, 2018, resulting in approximately $6,000 realized gains for the year ended December 31, 2019 and $55,000 realized losses for the year ended December 31, 2018.
Gross unrealized losses in investment securities at December 31, 2019 and 2018, existing for continuous periods of less than 12 months and for continuous periods of 12 months or more, were as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2019
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Less Than 12 Months
|
|
12 Months or More
|
|
Totals
|
Security
|
|
|
|
|
Unrealized
|
|
|
|
|
Unrealized
|
|
|
|
|
Unrealized
|
Description
|
|
Fair Value
|
|
(Losses)
|
|
Fair Value
|
|
(Losses)
|
|
Fair Value
|
|
(Losses)
|
Mortgage-Backed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC
|
|
$
|
655
|
|
$
|
(4)
|
|
$
|
1,990
|
|
$
|
(15)
|
|
$
|
2,645
|
|
$
|
(19)
|
SBA 7a Pools
|
|
|
—
|
|
|
—
|
|
|
1,692
|
|
|
(8)
|
|
|
1,692
|
|
|
(8)
|
|
|
$
|
655
|
|
$
|
(4)
|
|
$
|
3,682
|
|
$
|
(23)
|
|
$
|
4,337
|
|
$
|
(27)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
Less Than 12 Months
|
|
12 Months or More
|
|
Totals
|
Security
|
|
|
|
|
Unrealized
|
|
|
|
|
Unrealized
|
|
|
|
|
Unrealized
|
Description
|
|
Fair Value
|
|
(Losses)
|
|
Fair Value
|
|
(Losses)
|
|
Fair Value
|
|
(Losses)
|
Mortgage-Backed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC
|
|
$
|
—
|
|
$
|
—
|
|
$
|
3,022
|
|
$
|
(117)
|
|
$
|
3,022
|
|
$
|
(117)
|
FNMA
|
|
|
230
|
|
|
(2)
|
|
|
—
|
|
|
—
|
|
|
230
|
|
|
(2)
|
SBA 7a Pools
|
|
|
1,909
|
|
|
(11)
|
|
|
—
|
|
|
—
|
|
|
1,909
|
|
|
(11)
|
|
|
$
|
2,139
|
|
$
|
(13)
|
|
$
|
3,022
|
|
$
|
(117)
|
|
$
|
5,161
|
|
$
|
(130)
|
Management evaluates securities for other-than temporary impairment on a periodic and regular basis, as well as when economic or market concerns warrant such evaluation as described in Note 1 to these financial statements. No declines at December 31, 2019 and 2018, were deemed to be other-than-temporary.
In analyzing an issuer’s financial condition, management considers whether the federal government or its agencies issued the securities, whether downgrades by bond rating agencies have occurred and the results of reviews of the issuer’s financial statements.
Note 4 - Investment in FHLB Stock -
The Company maintains an investment in the membership stock of the Federal Home Loan Bank of Dallas. The carrying amount of this investment is stated at cost which was $1,418,000 and $1,376,000 at December 31, 2019 and 2018, respectively. At December 31, 2019 and 2018, the Company meets the required level of FHLB stock. The stock is pledged as collateral against the advances from the FHLB.
Note 5 - Loans Receivable and the Allowance for Loan Losses -
Loans receivable at December 31, 2019 and December 31, 2018 are summarized as follows:
|
|
|
|
|
|
|
(in thousands)
|
|
2019
|
|
2018
|
Mortgage Loans
|
|
|
|
|
|
|
1-4 Family
|
|
$
|
73,591
|
|
$
|
75,185
|
Multifamily
|
|
|
3,567
|
|
|
4,117
|
Commercial real estate
|
|
|
1,117
|
|
|
1,175
|
Consumer Loans
|
|
|
209
|
|
|
211
|
|
|
|
78,484
|
|
|
80,688
|
Plus (Less):
|
|
|
|
|
|
|
Unamortized Loan Fees/Costs
|
|
|
1,151
|
|
|
1,234
|
Allowance for Loan Losses
|
|
|
(850)
|
|
|
(850)
|
Net Loans Receivable
|
|
$
|
78,785
|
|
$
|
81,072
|
The performing mortgage loans are pledged, under a blanket lien, as collateral securing advances from the FHLB at December 31, 2019 and 2018.
Management segregates the loan portfolio into portfolio segments which is defined as the level at which the Company develops and documents a systematic method for determining its allowance for loan losses. The portfolio segments are segregated based on loan types and the underlying risk factors present in each loan type. Such risk factors are periodically reviewed by management and revised as deemed appropriate. The following tables set forth, as of December 31, 2019 and 2018, the balance of the allowance for loan losses by portfolio segment, disaggregated by impairment methodology, which is then further segregated by amounts evaluated for impairment collectively and individually. The allowance for loan losses allocated to each portfolio segment is not necessarily indicative of future losses in any particular portfolio segment and does not restrict the use of the allowance to absorb losses in other portfolio segments.
Allowance for Loan Losses and Recorded Investment in Loans Receivable For the Year Ended December 31, 2019 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-
|
|
|
|
|
|
|
|
|
Mortgage-
|
|
Mortgage-
|
|
Commercial
|
|
|
|
|
|
|
|
|
1-4 Family
|
|
Multifamily
|
|
Real Estate
|
|
Consumer
|
|
Total
|
Allowance for Loan Losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance
|
|
$
|
807
|
|
$
|
31
|
|
$
|
12
|
|
$
|
—
|
|
$
|
850
|
Charge-Offs
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
Recoveries
|
|
|
9
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9
|
Provision
|
|
|
(4)
|
|
|
(4)
|
|
|
(1)
|
|
|
—
|
|
|
(9)
|
Ending Balance
|
|
$
|
812
|
|
$
|
27
|
|
$
|
11
|
|
$
|
—
|
|
$
|
850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually Evaluated for Impairment
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collectively Evaluated for Impairment
|
|
$
|
812
|
|
$
|
27
|
|
$
|
11
|
|
$
|
—
|
|
$
|
850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans Receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance
|
|
$
|
73,591
|
|
$
|
3,567
|
|
$
|
1,117
|
|
$
|
209
|
|
$
|
78,484
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually Evaluated for Impairment
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collectively Evaluated for Impairment
|
|
$
|
73,591
|
|
$
|
3,567
|
|
$
|
1,117
|
|
$
|
209
|
|
$
|
78,484
|
The allowance for loan losses for Mortgage 1-4 Family Loans of $812,000 includes an unallocated portion of $437,000 as of December 31, 2019.
Allowance for Loan Losses and Recorded Investment in Loans Receivable For the Year Ended December 31, 2018 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-
|
|
|
|
|
|
|
|
|
Mortgage-
|
|
Mortgage-
|
|
Commercial
|
|
|
|
|
|
|
|
|
1-4 Family
|
|
Multifamily
|
|
Real Estate
|
|
Consumer
|
|
Total
|
Allowance for Loan Losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Beginning Balance
|
|
$
|
813
|
|
$
|
20
|
|
$
|
17
|
|
$
|
—
|
|
$
|
850
|
Charge-Offs
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
Recoveries
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11
|
Provision
|
|
|
(17)
|
|
|
11
|
|
|
(5)
|
|
|
—
|
|
|
(11)
|
Ending Balance
|
|
$
|
807
|
|
$
|
31
|
|
$
|
12
|
|
$
|
—
|
|
$
|
850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually Evaluated for Impairment
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collectively Evaluated for Impairment
|
|
$
|
807
|
|
$
|
31
|
|
$
|
12
|
|
$
|
—
|
|
$
|
850
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans Receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance
|
|
$
|
75,185
|
|
$
|
4,117
|
|
$
|
1,175
|
|
$
|
211
|
|
$
|
80,688
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ending Balance:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Individually Evaluated for Impairment
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Collectively Evaluated for Impairment
|
|
$
|
75,185
|
|
$
|
4,117
|
|
$
|
1,175
|
|
$
|
211
|
|
$
|
80,688
|
The allowance for loan losses for Mortgage 1-4 Family Loans of $807,000 includes an unallocated portion of $433,000 as of December 31, 2018.
Management further disaggregates the loan portfolio segments into classes of loans, which are based on the initial measurement of the loan, risk characteristics of the loan and the method for monitoring and assessing the credit risk of the loan.
Loan Grades / Classification
The primary purpose of grading loans is to assess credit quality and assist in identifying potential problem loans. Every loan in the portfolio is assigned a loan grade based on quality and level of risk. Loan grades are updated as events occur that bear on the collectability of the loan, such as change in payment flow or status of the obligor or collateral. Changes in loan grades are reported to the Board Loan Committee.
Each credit reviewed is assigned a loan grade based on the following system:
Loan Grade 1Pass – Good
Loans with no identified problems and do not require more than normal attention. The repayment source is well defined and the borrower/guarantor exhibits no inability of repaying the loan as agreed. The financial information is acceptable and the loan meets credit and policy requirements and exhibits no unusual elements of risk. The collateral is acceptable and adequate.
Loan Grade 2Pass – Fair
These are performing owner-occupied loans that exhibit diminished borrower capacity, such as sufficiently-aged Troubled Debt Restructurings or loans that are frequently delinquent more than 30 days but less than 60 days. Also included are performing investor loans with a good payment record but lack updated financial information but are judged from alternate sources to have satisfactory cash flows and a sufficiently strong guarantor.
Loan Grade 3Watch
Owner-occupied loans that are well-secured but are occasionally delinquent more than 60 days but less than 90. Also included are performing investor loans lacking required current financial information or that demonstrate diminished guarantor capacity and an estimated stressed debt service coverage ratio of less than 1.20.
Loan Grade 4Special Mention (For investment loans only.)
Investment loans that have potential or identified weaknesses that deserve management’s close attention. If left uncorrected, these may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. These loans are not adversely classified and do not expose the institution to sufficient risk to warrant adverse classification. Default is not imminent.
Adverse Classifications
Loan Grade 5Substandard
A loan that is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledge, if any. Assets so classified must have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the Company will sustain some loss if the deficiencies are not corrected. Loss potential, while existing in the aggregate amount of substandard assets, does not have to exist in individual assets classified substandard.
Loan Grade 6Doubtful
A loan that has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, based on existing facts, conditions, and values, highly questionable and improbable. The possibility of loss is extremely high, but because of certain important and reasonable specific pending factors which may work to the advantage and strengthening of the asset, its classification as an estimated loss is deferred until its more exact status may be determined.
Credit Quality Indicators - Credit Risk Profile Based on Loan Grades at December 31, 2019 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special
|
|
|
|
|
|
|
|
|
|
|
Pass
|
|
Watch
|
|
Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 to 4 Family
|
|
$
|
72,937
|
|
$
|
87
|
|
$
|
—
|
|
$
|
567
|
|
$
|
—
|
|
$
|
73,591
|
Multifamily
|
|
|
3,567
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,567
|
Commercial real estate
|
|
|
1,117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,117
|
Non-Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
209
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209
|
Total
|
|
$
|
77,830
|
|
$
|
87
|
|
$
|
—
|
|
$
|
567
|
|
$
|
—
|
|
$
|
78,484
|
Credit Quality Indicators - Credit Risk Profile Based on Loan Grades at December 31, 2018 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Special
|
|
|
|
|
|
|
|
|
|
|
Pass
|
|
Watch
|
|
Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 to 4 Family
|
|
$
|
74,514
|
|
$
|
91
|
|
$
|
—
|
|
$
|
580
|
|
$
|
—
|
|
$
|
75,185
|
Multifamily
|
|
|
4,117
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,117
|
Commercial real estate
|
|
|
1,175
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,175
|
Non-Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
211
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211
|
Total
|
|
$
|
80,017
|
|
$
|
91
|
|
$
|
—
|
|
$
|
580
|
|
$
|
—
|
|
$
|
80,688
|
At December 31, 2019 and 2018, loan balances outstanding on non-accrual status amounted to $0 and $0, respectively. The Company considers loans more than 90 days past due and on nonaccrual as nonperforming loans.
At December 31, 2019 and 2018, the credit quality indicators (performing and nonperforming loans), disaggregated by class of loan, are as follows:
Credit Quality Indicators - Credit Risk Profile Based on Payment Activity at December 31, 2019 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
Performing
|
|
Performing
|
|
Total
|
Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
1 to 4 Family
|
|
$
|
73,591
|
|
$
|
—
|
|
$
|
73,591
|
Multifamily
|
|
|
3,567
|
|
|
—
|
|
|
3,567
|
Commercial real estate
|
|
|
1,117
|
|
|
—
|
|
|
1,117
|
Non-Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
209
|
|
|
—
|
|
|
209
|
Total
|
|
$
|
78,484
|
|
$
|
—
|
|
$
|
78,484
|
Credit Quality Indicators - Credit Risk Profile Based on Payment Activity at December 31, 2018 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-
|
|
|
|
|
|
Performing
|
|
Performing
|
|
Total
|
Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
1 to 4 Family
|
|
$
|
75,185
|
|
$
|
—
|
|
$
|
75,185
|
Multifamily
|
|
|
4,117
|
|
|
—
|
|
|
4,117
|
Commercial real estate
|
|
|
1,175
|
|
|
—
|
|
|
1,175
|
Non-Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
211
|
|
|
—
|
|
|
211
|
Total
|
|
$
|
80,688
|
|
$
|
—
|
|
$
|
80,688
|
The following tables reflect certain information with respect to the loan portfolio delinquencies by loan class and amount as of December 31, 2019 and 2018. There were no loans over 90 days past due and still accruing as of December 31, 2019 and 2018.
Aged Analysis of Past Due Loans Receivable at December 31, 2019 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30-59
|
|
60-89
|
|
90 Days or
|
|
|
|
|
|
|
|
Total
|
|
|
Days
|
|
Days
|
|
Greater
|
|
Total
|
|
|
|
|
Loans
|
|
|
Past Due
|
|
Past Due
|
|
Past Due
|
|
Past Due
|
|
Current
|
|
Receivable
|
Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 to 4 Family
|
|
$
|
—
|
|
$
|
89
|
|
$
|
—
|
|
$
|
89
|
|
$
|
73,502
|
|
$
|
73,591
|
Multifamily
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,567
|
|
|
3,567
|
Commercial real estate
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,117
|
|
|
1,117
|
Non-Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
209
|
|
|
209
|
Total
|
|
$
|
—
|
|
$
|
89
|
|
$
|
—
|
|
$
|
89
|
|
$
|
78,395
|
|
$
|
78,484
|
Aged Analysis of Past Due Loans Receivable at December 31, 2018 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
30-59
|
|
60-89
|
|
90 Days or
|
|
|
|
|
|
|
|
Total
|
|
|
Days
|
|
Days
|
|
Greater
|
|
Total
|
|
|
|
|
Loans
|
|
|
Past Due
|
|
Past Due
|
|
Past Due
|
|
Past Due
|
|
Current
|
|
Receivable
|
Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 to 4 Family
|
|
$
|
227
|
|
$
|
171
|
|
$
|
—
|
|
$
|
398
|
|
$
|
74,787
|
|
$
|
75,185
|
Multifamily
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,117
|
|
|
4,117
|
Commercial real estate
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,175
|
|
|
1,175
|
Non-Mortgage Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
211
|
|
|
211
|
Total
|
|
$
|
227
|
|
$
|
171
|
|
$
|
—
|
|
$
|
398
|
|
$
|
80,290
|
|
$
|
80,688
|
Loans Receivable on Nonaccrual Status at December 31 (in thousands)
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
Mortgage Loans:
|
|
|
|
|
|
|
1 to 4 Family
|
|
$
|
—
|
|
$
|
—
|
The following is a summary of information pertaining to impaired loans as of December 31, 2019 and December 31, 2018.
Impaired Loans For the Year Ended December 31, 2019 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
|
|
|
|
|
Average
|
|
Interest
|
|
|
Recorded
|
|
Principal
|
|
Related
|
|
Recorded
|
|
Income
|
|
|
Investment
|
|
Balance
|
|
Allowance
|
|
Investment
|
|
Recognized
|
Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-4 Family
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
Impaired Loans For the Year Ended December 31, 2018 (in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unpaid
|
|
|
|
|
Average
|
|
Interest
|
|
|
Recorded
|
|
Principal
|
|
Related
|
|
Recorded
|
|
Income
|
|
|
Investment
|
|
Balance
|
|
Allowance
|
|
Investment
|
|
Recognized
|
Mortgage Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1-4 Family
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
197
|
|
$
|
98
|
The Company seeks to assist customers that are experiencing financial difficulty by renegotiating loans within lending regulations and guidelines. For the years ended December 31, 2019 and 2018, the concessions granted to certain borrowers included extending the payment due dates. Once modified in a trouble debt restructuring, a loan is generally considered impaired until its contractual maturity. At the time of the restructuring, the loan is evaluated for an asset-specific allowance for credit losses. The Company continues to specifically reevaluate the loan in subsequent periods, regardless of the borrower’s performance under the modified terms. If a borrower subsequently defaults on the loan after it is restructured, the Company provides an allowance for credit losses for the amount of the loan that exceeds the value of the related collateral.
The following tables summarize information relative to the loan modifications determined to be TDRs during the period:
|
|
|
|
|
|
|
|
|
|
|
|
|
Pre-
|
|
Post-
|
|
|
|
|
Modification
|
|
Modification
|
|
|
|
|
Outstanding
|
|
Outstanding
|
|
|
Number of
|
|
Recorded
|
|
Recorded
|
|
|
Contracts
|
|
Investment
|
|
Investment
|
Modifications as of December 31, 2019
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
Troubled Debt Restructurings:
|
|
|
|
|
|
|
|
|
Mortgage Loans
|
|
|
|
|
|
|
|
|
1-4 Family
|
|
—
|
|
$
|
—
|
|
$
|
—
|
Total Loans
|
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
Modifications as of December 31, 2018
|
|
|
|
|
|
|
|
|
(in thousands)
|
|
|
|
|
|
|
|
|
Troubled Debt Restructurings:
|
|
|
|
|
|
|
|
|
Mortgage Loans
|
|
|
|
|
|
|
|
|
1-4 Family
|
|
—
|
|
$
|
—
|
|
$
|
—
|
Total Loans
|
|
—
|
|
$
|
—
|
|
$
|
—
|
The Company had no troubled debt restructurings that defaulted subsequent to the restructuring through the date the financial statements were issued.
Note 6 - Accrued Interest Receivable -
Accrued interest receivable at December 31 is summarized as follows:
|
|
|
|
|
|
|
(in thousands)
|
|
2019
|
|
2018
|
Loans Receivable
|
|
$
|
310
|
|
$
|
324
|
Mortgage-Backed Securities
|
|
|
10
|
|
|
12
|
Interest-Bearing Deposits
|
|
|
1
|
|
|
1
|
|
|
$
|
321
|
|
$
|
337
|
Note 7 - Premises and Equipment –
Major classes of premises and equipment at December 31 are summarized as follows:
|
|
|
|
|
|
|
(in thousands)
|
|
2019
|
|
2018
|
Land
|
|
$
|
166
|
|
$
|
166
|
Building
|
|
|
970
|
|
|
1,019
|
Furniture, Fixtures and Equipment
|
|
|
525
|
|
|
794
|
Automobiles
|
|
|
93
|
|
|
93
|
|
|
|
1,754
|
|
|
2,072
|
Less Accumulated Depreciation and Amortization
|
|
|
(1,050)
|
|
|
(1,305)
|
|
|
$
|
704
|
|
$
|
767
|
Depreciation and amortization of premises and equipment amounted to $84,000 and $41,000 in 2019 and 2018, respectively.
Note 8 - Income Taxes -
The total provision for income taxes charged to income amounted to approximately $254,000 and $54,000 for the years ended December 31, 2019 and 2018, respectively. The Tax Cuts and Jobs Act enacted December 22, 2017 reduced the federal corporate income tax rate from 34% to 21% effective January 1, 2018. As a result of the change in statutory rates, the Company recorded a $208,000 write-off of its net deferred tax asset, which was recorded as additional income tax expense during 2017.
Income tax expense for the years ended December 31 is summarized as follows:
|
|
|
|
|
|
|
(in thousands)
|
|
2019
|
|
2018
|
Income Taxes from Continuing Operations:
|
|
|
|
|
|
|
Current
|
|
$
|
—
|
|
$
|
—
|
Deferred
|
|
|
254
|
|
|
54
|
Income Tax Expense
|
|
$
|
254
|
|
$
|
54
|
The following is a reconciliation between income tax expense based on federal statutory tax rates and income taxes reported in the statements of (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
(in thousands)
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
|
Expected Income Tax Expense at Statutory Rate
|
|
$
|
41
|
|
21
|
%
|
$
|
73
|
|
21
|
%
|
Tax Exempt Income
|
|
|
(20)
|
|
(10)
|
%
|
|
(20)
|
|
(6)
|
%
|
Valuation Allowance for Deferred Tax Asset (Net Operating Loss)
|
|
|
222
|
|
87
|
%
|
|
—
|
|
—
|
%
|
Other Adjustments - Net
|
|
|
11
|
|
6
|
%
|
|
1
|
|
0
|
%
|
|
|
$
|
254
|
|
104
|
%
|
$
|
54
|
|
15
|
%
|
Deferred income taxes reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Deferred tax assets and (liabilities) were computed using currently enacted corporate tax rates of 21% at December 31, 2019 and 2018. Significant components of the Company’s deferred tax assets and liabilities as of December 31, 2019 and 2018, were as follows:
|
|
|
|
|
|
|
(in thousands)
|
|
2019
|
|
2018
|
Deferred Loan Fees (Costs)
|
|
$
|
(241)
|
|
$
|
(259)
|
Allowance for Loan Losses
|
|
|
124
|
|
|
137
|
Federal Home Loan Bank Stock
|
|
|
(78)
|
|
|
(69)
|
Deferred Retirement Agreements
|
|
|
63
|
|
|
377
|
Tax Carryforward of Loss on Sale of Investment Securities
|
|
|
227
|
|
|
456
|
Tax Carryforwards of Net Operating Losses
|
|
|
324
|
|
|
15
|
All Other Temporary Differences
|
|
|
30
|
|
|
54
|
|
|
|
449
|
|
|
711
|
Valuation Allowance for Deferred Tax Asset (Loss on Sale of Investment Securities)
|
|
|
(227)
|
|
|
(456)
|
Valuation Allowance for Deferred Tax Asset (Net Operating Losses)
|
|
|
(222)
|
|
|
—
|
|
|
|
—
|
|
|
255
|
Unrealized Losses on Securities Available-for-Sale
|
|
|
5
|
|
|
25
|
Net Deferred Tax Asset
|
|
$
|
5
|
|
$
|
280
|
At December 31, 2019 we have a federal income tax Capital Loss carryforward of $1.1 million which expires in 2020. We believe that it is more likely than not that the benefit from the Capital Loss carryforward will not be realized. In recognition of this risk, we have provided a valuation adjustment of $227,000 on the deferred tax asset related to this Capital Loss carryforward. If or when recognized, the tax benefits related to any reversal of the valuation allowance on the deferred tax asset will be accounted for as a reduction of income tax expense and an increase in equity.
At December 31, 2019 we have federal income tax Net Operating Loss (“NOL”) carryforwards of $1.5 million. Although these NOL carryforwards have no expiration date, we believe that it is more likely than not that the benefit from a portion of the NOL carryforwards will not be realized within a reasonable time period. In recognition of this risk, we have provided a valuation adjustment of $222,000 on the deferred tax asset related to these NOL carryforwards. If or when recognized, the tax benefits related to any reversal of the valuation allowance on the deferred tax asset will be accounted for as a reduction of income tax expense and an increase in equity.
Retained earnings at December 31, 2019 and 2018, include approximately $3,986,000 for which no deferred income tax liability has been recognized. These amounts represent an allocation of income to bad debt
deductions for tax purposes only. Reduction of amounts so allocated for purposes other than tax bad debt losses or adjustments arising from carry back of net operating losses would create income for tax purposes only, which would be subject to the then current corporate income tax rate. The unrecorded deferred income tax liability on the above amount was approximately $837,000 at December 31, 2019 and 2018.
The Small Business Protection Act of 1996 repealed Internal Revenue Code Section 593, which had allowed thrifts to use the percentage of income method as an alternative for computing their tax bad debt deductions. This act required small thrifts to change their method of computing reserves for bad debts to the experience method in accordance with the provisions of Internal Revenue Code Section 585. The repeal was effective for taxable years beginning after December 31, 1995. The Company implemented this change for the year ended December 31, 1996. As a result of the change, the Company is required to recapture the excess of the thrift’s qualifying and non-qualifying bad debt reserves as of December 31, 1995 over its contracted base year reserves. The Company had no excess amounts subject to recapture.
In management’s opinion, the reversal of temporary differences and the results of the future operations will generate sufficient earnings to realize the deferred tax assets.
Note 9 - Deposits -
Deposits at December 31 are summarized below (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
|
Amount
|
|
%
|
|
Amount
|
|
%
|
Passbook Savings
|
|
$
|
2,691
|
|
4.6
|
|
$
|
3,085
|
|
5.5
|
Money Market Accounts
|
|
|
106
|
|
0.2
|
|
|
102
|
|
0.2
|
Certificates of Deposit
|
|
|
55,248
|
|
95.2
|
|
|
52,996
|
|
94.3
|
|
|
$
|
58,045
|
|
100.0
|
|
$
|
56,183
|
|
100.0
|
The weighted average interest rate on deposits at December 31, 2019 and 2018, was 1.91% and 1.97%, respectively.
Scheduled maturities and average interest rates of certificates of deposit at December 31, 2019 are summarized as follows (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
Average
|
|
|
|
|
|
|
Interest
|
|
|
|
Amount
|
|
Rate %
|
|
2020
|
|
$
|
25,983
|
|
2.104
|
%
|
2021
|
|
|
10,611
|
|
2.086
|
%
|
2022
|
|
|
8,892
|
|
2.016
|
%
|
2023
|
|
|
2,611
|
|
2.588
|
%
|
2024
|
|
|
5,058
|
|
2.605
|
%
|
Thereafter
|
|
|
2,093
|
|
2.686
|
%
|
|
|
$
|
55,248
|
|
2.177
|
%
|
The aggregate amount of time deposits with a denomination of greater than $250,000 was approximately $2,088,000 and $2,076,000 at December 31, 2019 and 2018, respectively. Generally, deposits in excess of $250,000 are not federally insured.
Interest expense on deposits for the years ended December 31 is summarized as follows:
|
|
|
|
|
|
|
(in thousands)
|
|
2019
|
|
2018
|
Passbook Savings
|
|
$
|
6
|
|
$
|
6
|
Money Market Accounts
|
|
|
—
|
|
|
1
|
Certificates of Deposit
|
|
|
1,255
|
|
|
921
|
|
|
$
|
1,261
|
|
$
|
928
|
Note 10 - Advances from Federal Home Loan Bank (FHLB) -
The FHLB advances consist of the following obligations at December 31, 2019 and 2018 (in thousands):
|
|
|
|
|
|
|
Effective Interest Rate
|
|
2019
|
|
2018
|
Less than 1.00%
|
|
$
|
—
|
|
$
|
—
|
1.00% to 1.99%
|
|
|
3,500
|
|
|
5,500
|
2.00% to 2.99%
|
|
|
8,000
|
|
|
10,000
|
3.00% to 3.99%
|
|
|
8,134
|
|
|
8,063
|
4.00% to 4.99%
|
|
|
—
|
|
|
520
|
5.00% to 5.99%
|
|
|
1,947
|
|
|
1,947
|
|
|
$
|
21,581
|
|
$
|
26,030
|
The scheduled maturities of FHLB advances at December 31, 2019, are summarized as follows:
|
|
|
|
Due In
|
|
Amount
|
|
|
(in thousands)
|
2020
|
|
$
|
6,197
|
2021
|
|
|
3,250
|
2022
|
|
|
—
|
2023
|
|
|
500
|
Thereafter
|
|
|
11,634
|
|
|
$
|
21,581
|
These advances are collateralized by a blanket lien on all of the Company’s mortgage loans and the investment in FHLB stock.
The Company has unused advances available with the FHLB with an additional borrowing capacity at December 31, 2019, of approximately $16.3 million.
The Company also has an unsecured federal funds agreement with FNBB for $4.3 million at a rate to be determined by FNBB when borrowed. At December 31, 2019 and 2018, there were no federal funds purchased.
Note 11 - Employee Benefit Plans -
401(k) Plan
The Company sponsors a 401(k) profit sharing plan. Substantially all employees 21 years of age or older who have at least six months of service and have worked 1,000 hours during the year may participate in the plan through salary deferral contributions subject to the plan provisions. The Company makes matching contributions based on a percentage of each participant’s contribution and may also make discretionary contributions to the plan. The Company matched 100% of the participant’s salary deferral contribution up
to 3% and 50% of the participant’s salary deferral contribution of the next 2% of the participant’s annual compensation for 2019 and 2018. The Company’s contributions to the plan were approximately $44,000 and $41,000 for 2019 and 2018, respectively.
Pension Plan
The Company sponsors a defined contribution pension plan. Substantially all employees 21 years of age or older who have at least one year of service and are employed on the last day of the year may participate in the plan. The Company contributed 5.4% of the participant’s annual compensation to the plan for 2019 and 2018. The Company’s contributions to the plan were approximately $67,000 and $96,000 for 2019 and 2018, respectively.
The employees vest in the employer’s contributions 20% a year after the first year in the plans and are fully vested at the completion of six years of service. The maximum combined employer contribution to both the 401(k) plan and the pension plan is 25% of the total annual compensation paid to each participant.
Employee Stock Ownership Plan
As part of the Company's stock conversion in 2019, an employee stock ownership plan ("ESOP") for eligible employees was established. The leveraged ESOP is accounted for in accordance with the requirements of ASC 718, Compensation - Stock Compensation. All employees of the Bank meeting certain tenure requirements are entitled to participate in the ESOP.
Shares were purchased by the ESOP with a loan from Eureka Homestead Bancorp, Inc. The ESOP acquired 114,374 shares of the Company's common stock in the conversion. During the year ended December 31, 2019, 4,575 shares were allocated to ESOP plan participants, leaving 109,799 unallocated shares in the ESOP at December 31, 2019. Compensation expense related to the ESOP was $56,000 for the year ended December 31, 2019.
The stock price at the formation date was $10.00. The aggregate fair value of the 109,799 unallocated shares was $1,334,000 based on the $12.15 closing price of the common stock on December 31, 2019.
Under ASC 718, unearned ESOP shares are not considered outstanding and are shown as a reduction of shareholders' equity as unearned compensation. Dividends on unallocated ESOP shares are considered to be compensation expense. The Company recognizes compensation cost equal to the fair value of the ESOP shares during the periods in which they are committed to be released. To the extent that the fair value of the Company's ESOP shares differ from the cost of such shares, the differential is credited to shareholders' equity. The Company receives a tax deduction equal to the cost of the shares released. As the loan is internally leveraged, the loan receivable from the ESOP to the Company is not reported as an asset nor is the debt of the ESOP shown as a Company liability.
The compensation expense resulting from the release of the common stock from the suspense account and allocation to plan participants results in a corresponding reduction in the earnings of Eureka Homestead Bancorp.
Other Retirement Agreements
The Company has entered into retirement agreements with certain directors and several key management employees, all of whom are officers. Under the director agreements, after ten years in the plan and attaining the age of 75, the Company is to provide to each director the sum of $120,000 payable over a period of 10 years. (This benefit would be paid to the director’s beneficiaries in a lump sum upon the director’s death.) Under the employee agreements, the Company was to provide to each covered employee annual benefits for life beginning at age 65 ranging from $66,000 to $85,000. The employee agreements were terminated on June 30, 2018. In accordance with the terms of the agreements, the employees received the accrued balance at the termination date, paid one year from the termination date. The total accrued balance of this benefit was approximately $1.5 million at December 31, 2018 and was paid to the employees in July of 2019.
The estimated present value of future benefits to be paid is being accrued over the period from the effective date of the agreements until the dates payments are expected to expire. The expense incurred for this plan for the years ended December 31, 2019 and 2018, amounted to approximately $34,000 and $61,000, respectively. The accrued liability at December 31, 2019 and 2018, amounted to approximately $301,000 and $1,774,000, respectively.
The Company is the beneficiary of life insurance policies, with death benefits totaling approximately $7,174,000 and $7,157,000 at December 31, 2019 and 2018, respectively that have been purchased as a method of financing benefits under the agreements.
Deferred Compensation Agreement
The Company had a deferred compensation plan for the benefit of its former President who retired in 2018. The plan permitted a portion of the President's annual compensation to be deferred and required the Company to pay the President, upon his retirement, the balance of amounts deferred over a ten-year period. The plan contained a provision in the event of the President's death that any benefits payable would be paid to his beneficiaries in a lump sum. Annual amounts that were deferred were included in that year's operating results as compensation expense. Payments of the benefits were neither guaranteed by the Company nor secured by any of its assets.
The plan was irrevocably terminated in 2017 and the former President received a payment of approximately $187,000 in 2018 in connection with the termination and complete liquidation of the plan.
Neither the other retirement agreements nor the deferred compensation agreement are qualified plans as defined by the provisions of the Internal Revenue Code or the regulations of the Department of Labor.
Split Dollar Life Insurance
The Company entered into a split dollar life insurance agreement on March 1, 2019 with each of Messrs. Haskins and Heintzen to recognize the valuable services of the executives and to encourage them to continue in service with the Company. The split-dollar agreements divide the death proceeds of certain life insurance policies owned by the Company on the lives of the executives with their designated beneficiaries. The Company paid the life insurance premiums on the policies from its general assets. Under the agreements, Messrs. Haskins and Heintzen or their assignees have the right to designate the beneficiary an amount of death proceeds. Upon either executive’s death, his beneficiary will be entitled to a benefit equal to the lesser of $700,000 or the net death proceeds from the policies. The net death proceeds portion is the total death proceeds paid under the policy less the greater of the policy’s cash surrender value or the aggregate premiums paid by the Company on the policy. Each executive’s interest
in the split-dollar agreement terminates under certain circumstances, including the executive’s cessation of all service with the Company.
Note 12 - Accumulated Other Comprehensive Income (Loss) -
The following is a summary of the changes in the balances of each component of accumulated other comprehensive income (loss) for the years ended December 31, 2019 and 2018:
|
|
|
|
|
|
|
(in thousands)
|
|
2019
|
|
2018
|
Unrealized Gains (Losses) on Securities Available-for-Sale:
|
|
|
|
|
|
|
Balance at Beginning of Year
|
|
$
|
(96)
|
|
$
|
(103)
|
Other Comprehensive (Loss)
|
|
|
|
|
|
|
Before Reclassifications - Net of Tax
|
|
|
(79)
|
|
|
(36)
|
Reclassification Adjustments for Losses
|
|
|
|
|
|
|
Realized - Net of Tax
|
|
|
157
|
|
|
43
|
Balance at End of Year
|
|
$
|
(18)
|
|
$
|
(96)
|
Note 13 - Regulatory Matters -
The Bank is subject to various regulatory capital requirements administered by its primary Federal regulator, the Office of the Comptroller of the Currency (OCC). Failure to meet the minimum capital requirements can initiate certain mandatory and possible additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank and the financial statements. Under the regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines involving quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory reporting requirements. The Bank’s capital amounts and classification under the prompt corrective action guidelines are also subject to qualitative judgments by the regulators about components, risk weightings and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios as of January 1, 2015, of total capital, tier 1 capital, and common equity tier 1 capital to risk-weighted assets (as defined in the regulations), and leverage capital, which is tier 1 capital to adjusted average total assets (as defined). Management believes, as of December 31, 2019 and 2018, that the Bank meets all the capital adequacy requirements to which it is subject.
As of December 31, 2019 and 2018, the most recent notifications from the OCC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. To remain categorized as well capitalized, the Bank will have to maintain minimum total capital, common equity tier 1 capital, tier 1 capital, and leveraged capital ratios as disclosed in the table below. There are no conditions or events
since the most recent notification that management believes have changed the Bank’s category. The Bank’s actual and required capital amounts and ratios are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To be Well
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized Under
|
|
|
|
|
|
|
|
|
For Capital
|
|
Prompt Corrective
|
|
December 31, 2019:
|
|
Actual
|
|
Adequacy Purposes
|
|
Action Provisions
|
|
(dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Total Risk Based Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(to Risk Weighted Assets)
|
|
$
|
19,568
|
|
38.94
|
%
|
$
|
4,020
|
|
8.00
|
%
|
$
|
5,026
|
|
10.00
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(to Risk Weighted Assets)
|
|
$
|
18,938
|
|
37.68
|
%
|
$
|
3,015
|
|
6.00
|
%
|
$
|
4,020
|
|
8.00
|
%
|
Common Equity Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(to Risk Weighted Assets)
|
|
$
|
18,938
|
|
37.68
|
%
|
$
|
2,262
|
|
4.50
|
%
|
$
|
3,267
|
|
6.50
|
%
|
Tier 1 Leverage Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(to Adjusted Total Assets)
|
|
$
|
18,938
|
|
17.47
|
%
|
$
|
4,336
|
|
4.00
|
%
|
$
|
5,420
|
|
5.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To be Well
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Capitalized Under
|
|
|
|
|
|
|
|
|
For Capital
|
|
Prompt Corrective
|
|
December 31, 2018:
|
|
Actual
|
|
Adequacy Purposes
|
|
Action Provisions
|
|
(dollars in thousands)
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Total Risk Based Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(to Risk Weighted Assets)
|
|
$
|
12,961
|
|
25.98
|
%
|
$
|
3,992
|
|
8.00
|
%
|
$
|
4,990
|
|
10.00
|
%
|
Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(to Risk Weighted Assets)
|
|
$
|
12,335
|
|
24.72
|
%
|
$
|
2,994
|
|
6.00
|
%
|
$
|
3,992
|
|
8.00
|
%
|
Common Equity Tier 1 Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(to Risk Weighted Assets)
|
|
$
|
12,335
|
|
24.72
|
%
|
$
|
2,245
|
|
4.50
|
%
|
$
|
3,243
|
|
6.50
|
%
|
Tier 1 Leverage Capital
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(to Adjusted Total Assets)
|
|
$
|
12,335
|
|
12.23
|
%
|
$
|
4,035
|
|
4.00
|
%
|
$
|
5,044
|
|
5.00
|
%
|
A reconciliation of the Bank’s capital determined under GAAP to Total Capital, Tier 1 Capital, Common Equity Tier 1 Capital and Tier 1 Leverage Capital for December 31, 2019 and 2018, was as follows:
|
|
|
|
|
|
|
(in thousands)
|
|
2019
|
|
2018
|
Total Equity (Bank Only)
|
|
$
|
18,920
|
|
$
|
12,239
|
Unrealized Losses on Securities
|
|
|
|
|
|
|
Available-for-Sale, Net
|
|
|
18
|
|
|
96
|
|
|
|
|
|
|
|
Tangible, Tier 1 Capital and Common Equity Tier 1
|
|
|
18,938
|
|
|
12,335
|
Allowance for Loan Losses Included in Capital
|
|
|
630
|
|
|
626
|
Total Capital
|
|
$
|
19,568
|
|
$
|
12,961
|
The specific reserves included in the Allowance for Loan Losses were not significant as of December 31, 2019 and 2018.
Note 14 - Related Party Transactions –
In the ordinary course of business, the Company has granted loans to directors, officers and employees. Such loans were made on substantially the same terms as those prevailing at the time for comparable transactions with other persons.
Activity in loans to directors, officers and employees is as follows:
|
|
|
|
|
|
|
(in thousands)
|
|
2019
|
|
2018
|
Balance at Beginning of Year
|
|
$
|
382
|
|
$
|
507
|
Add: New Loans or Advances
|
|
|
—
|
|
|
—
|
Less: Payments
|
|
|
(75)
|
|
|
(125)
|
Balance at End of Year
|
|
$
|
307
|
|
$
|
382
|
The Company also has accepted deposits from directors, officers and employees. Such deposits were accepted on substantially the same terms as those of other depositors and amounted to approximately $686,000 and $485,000 at December 31, 2019 and 2018, respectively.
Note 15 – Commitments and Contingencies –
In the ordinary course of business, the Company has various outstanding commitments that are not reflected in the accompanying financial statements. The principal commitments of the Company are as follows:
Lease Commitments
In 2009, the Company entered into an operating lease pertaining to property used for a loan production office. The lease had an original term of three years, beginning April 15, 2009 and expiring March 31, 2012, with the option to extend the lease for six additional three-year periods. The Company exercised this option through March 31, 2021.
Total rental expense was approximately $48,000 and $47,000 for the years ended December 31, 2019 and 2018, respectively.
The future minimum rental commitments under the operating lease at December 31, 2019 relating to the loan production office are as follows:
|
|
|
|
Year Ended December 31,
|
|
Amount
|
(in thousands)
|
|
|
|
2020
|
|
$
|
48
|
2021
|
|
|
12
|
Total Minimum Payments Required
|
|
$
|
60
|
Note 16 - Financial Instruments with Off-Balance-Sheet Risk -
In the normal course of business, the Company has outstanding commitments, such as commitments to extend credit, which are not included in the accompanying financial statements. The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters is represented by the contractual or notional amount of those instruments. The Company uses the same credit policies in making such commitments as it does for instruments that are included in the Balance Sheets.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. 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.
At December 31, 2019 and December 31, 2018, the Company had $524,000 and $793,000 of outstanding commitments to originate loans, respectively, all of which represent the balance of remaining funds to be disbursed on construction loans in process. In recent years we have sold loans on an industry-standard, servicing-released basis. At December 31, 2019, there were mortgage loans sold to investors with limited recourse for certain periods after the date of sale totaling $9.3 million at the sale date. Recourse would apply if the borrower(s) default on any payment within the first four months of the mortgage loan and it remains in default for a period of 90 days, or if the mortgage loan prepays in full within 180 days of the sale date. Should an early payment default occur, the Company shall, at its sole discretion, repurchase such mortgage loan from the purchaser at its current amortized balance plus the service release premium received or indemnify the purchaser by paying the service release premium received plus $5,000. Should a mortgage loan prepay in full within 180 days of the sale date, the Company shall refund to the purchaser the servicing release premium paid. There have been no mortgage loans sold that had an early payment default or that prepaid in full during the recourse period.
In the normal course of business, the Company is involved in various legal proceedings. In the opinion of management and counsel, the disposition or ultimate resolution of such proceedings would not have a material adverse effect on the Company's financial statements.
Note 17 - Significant Concentration of Credit Risk –
The Federal Deposit Insurance Corporation (FDIC) provides insurance coverage under defined limits. The Company maintains cash balances at various financial institutions which may periodically exceed the federally insured amount.
Most of the Company’s lending activity is represented by loans receivable secured principally by first mortgages on real estate located within Louisiana. Additionally, the substantial portion of the real estate upon which the Company has extended credit is on residential properties; however, the Company has extended credit on non-residential properties.
Note 18 - Fair Values of Financial Instruments -
Fair Value Disclosures
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with FASB ASC 820, Fair Value Measurements, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based on quoted market prices. However, in many instances, there are no quoted market prices for the Company's various financial instruments.
In cases where quoted market prices are not available, fair values are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, fair value estimates may not be realized in an immediate settlement of the instrument.
The fair value accounting guidance establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements). The three levels of the fair value hierarchy under this guidance are described below.
Level 1 - Level 1 inputs are quoted prices (unadjusted) in active markets for identical assets or liabilities that the reporting entity has the ability to access at the measurement date. An active market for the asset or liability is a market in which transactions for the asset or liability occur with sufficient frequency and volume to provide pricing information on an ongoing basis.
Level 2 - Level 2 inputs are inputs other than quoted prices included within Level 1 that are observable for the asset or liability, either directly or indirectly. Level 2 inputs include the following:
|
a.
|
|
Quoted prices for similar assets or liabilities in active markets;
|
|
b.
|
|
Quoted prices for identical or similar assets or liabilities in markets that are not active, that is, markets in which there are few transactions for the asset or liability, the prices are not current, or price quotations vary substantially either over time or among market makers (for example, some brokered markets), or in which little information is released publicly (for example, a principal-to principal market);
|
|
c.
|
|
Inputs other than quoted prices that are observable for the asset or liability (for example, interest rates and yield curves observable at commonly quoted intervals, volatilities, prepayment speeds, loss severities, credit risks, and default rates); and
|
|
d.
|
|
Inputs that are derived principally from or corroborated by observable market data by correlation or other means (market-corroborated inputs).
|
Level 3 - Level 3 inputs are unobservable inputs for the asset or liability. Unobservable inputs shall be used to measure fair value to the extent that observable inputs are not available, thereby allowing for situations in which there is little, if any, market activity for the asset or liability at the measurement date.
Therefore, unobservable inputs shall reflect the reporting entity's own assumptions about the assumptions that market participants would use in pricing the asset or liability (including assumptions about risk). Unobservable inputs shall be developed based on the best information available in the circumstances, which might include the reporting entity's own data.
However, the reporting entity's own data used to develop unobservable inputs shall be adjusted if information is reasonably available without undue cost and effort that indicates that market participants would use different assumptions.
A financial instrument's categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement.
Recurring Basis
Fair values of investment securities and mortgage-backed securities were primarily measured using information from a third-party pricing service. This pricing service provides information by utilizing evaluated pricing models supported with market data information. Standard inputs include benchmark yields, reported trades, broker/dealer quotes, issuer spreads, benchmark securities, bids, offers, and reference data from market research publications.
The following tables present the balances of assets measured on a recurring basis as of December 31, 2019 and 2018. The Company did not record any liabilities at fair value for which measurement of the fair value was made on a recurring basis.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at Reporting Date Using
|
|
|
|
|
|
Quoted Prices
|
|
|
|
|
|
|
|
|
|
|
|
in Active
|
|
Significant
|
|
|
|
|
|
|
|
|
Markets
|
|
Other
|
|
Significant
|
|
|
|
|
|
for Identical
|
|
Observable
|
|
Unobservable
|
December 31, 2019:
|
|
Fair
|
|
Assets
|
|
Inputs
|
|
Inputs
|
(in thousands)
|
|
Value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
Mortgage-Backed Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC
|
|
$
|
2,645
|
|
$
|
—
|
|
$
|
2,645
|
|
$
|
—
|
SBA 7a Pools
|
|
|
2,675
|
|
|
—
|
|
|
2,675
|
|
|
—
|
Total Investment Securities
|
|
$
|
5,320
|
|
$
|
—
|
|
$
|
5,320
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at Reporting Date Using
|
|
|
|
|
|
Quoted Prices
|
|
|
|
|
|
|
|
|
|
|
|
in Active
|
|
Significant
|
|
|
|
|
|
|
|
|
Markets
|
|
Other
|
|
Significant
|
|
|
|
|
|
for Identical
|
|
Observable
|
|
Unobservable
|
December 31, 2018:
|
|
Fair
|
|
Assets
|
|
Inputs
|
|
Inputs
|
(in thousands)
|
|
Value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
Mortgage-Backed Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
FHLMC
|
|
$
|
3,022
|
|
$
|
—
|
|
$
|
3,022
|
|
$
|
—
|
FNMA
|
|
|
230
|
|
|
—
|
|
|
230
|
|
|
—
|
GNMA
|
|
|
620
|
|
|
—
|
|
|
620
|
|
|
—
|
SBA 7a Pools
|
|
|
1,909
|
|
|
—
|
|
|
1,909
|
|
|
—
|
Total Investment Securities
|
|
$
|
5,781
|
|
$
|
—
|
|
$
|
5,781
|
|
$
|
—
|
Non-recurring Basis
The Company has segregated all financial assets and liabilities that are measured at fair value on a non-recurring basis into the most appropriate level within the fair value hierarchy based on the inputs used to determine the fair value at the measurement date in the table below. The Company did not record any liabilities at fair value for which measurement of the fair value was made on a non-recurring basis.
The fair value of the impaired loans is measured at the fair value of the collateral for collateral-dependent loans. Impaired loans are Level 2 assets measured using appraisals from external parties of the collateral less any prior liens. Repossessed assets are initially recorded at fair value less estimated costs to sell. The fair value of repossessed assets is based on property appraisals and an analysis of similar properties available. As such, the Company records repossessed assets as Level 2.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at Reporting Date Using
|
|
|
|
|
|
Quoted Prices
|
|
|
|
|
|
|
|
|
|
|
|
in Active
|
|
Significant
|
|
|
|
|
|
|
|
|
Markets
|
|
Other
|
|
Significant
|
|
|
|
|
|
for Identical
|
|
Observable
|
|
Unobservable
|
December 31, 2019:
|
|
Fair
|
|
Assets
|
|
Inputs
|
|
Inputs
|
(in thousands)
|
|
Value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired Loans
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
Other Real Estate
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
Total
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value at Reporting Date Using
|
|
|
|
|
|
Quoted Prices
|
|
|
|
|
|
|
|
|
|
|
|
in Active
|
|
Significant
|
|
|
|
|
|
|
|
|
Markets
|
|
Other
|
|
Significant
|
|
|
|
|
|
for Identical
|
|
Observable
|
|
Unobservable
|
December 31, 2018:
|
|
Fair
|
|
Assets
|
|
Inputs
|
|
Inputs
|
(in thousands)
|
|
Value
|
|
(Level 1)
|
|
(Level 2)
|
|
(Level 3)
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired Loans
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
Other Real Estate
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
Total
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
|
$
|
—
|
FASB ASC 825, Financial Instruments, requires disclosure of fair value information about financial instruments for which it is practicable to estimate fair value, whether or not recognized in the balance sheet. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. The derived fair value estimates cannot be substantiated through comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. FASB ASC 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Further, the disclosures do not include estimated fair values for items which are not financial instruments but which represent significant value to the Company, including core deposit intangibles and other fee-generating operations of the business. Reasonable comparability of fair value estimates between financial institutions may not be possible due to the wide range of permitted valuation techniques and numerous assumptions involved. The aggregate fair value amounts presented do not, and are not intended to, represent an aggregate measure of the underlying fair value of the Company.
The following methods and assumptions were used to estimate the fair value of each class of financial instruments for which it is practicable to estimate that value:
Cash and Cash Equivalents - For those short-term instruments, the carrying amount is a reasonable estimate of fair value.
Interest-Bearing Deposits - The carrying amount is a reasonable estimate of fair value.
Investment Securities (including mortgage-backed securities) - For investment securities, including mortgage-backed securities, fair value equals quoted market price, if available. If a quoted market price is not available, fair value is estimated using quoted market prices for similar securities.
Loans - The fair value of loans is estimated using discounted cash flow analyses, using the interest rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
Loans Held-for-Sale - The loans held-for sale are recorded at the lower of aggregate cost or market value which is a reasonable estimate of fair value.
FHLB Stock - The carrying amount is a reasonable estimate of fair value.
Cash Surrender Value of Life Insurance - The carrying amount is a reasonable estimate of fair value.
Accrued Interest Receivable and Accrued Interest Payable - The carrying amounts of accrued interest receivable and accrued interest payable approximate the fair values.
Deposits - The fair value of savings accounts and certain money market deposits is the amount payable on demand at the reporting date (carrying value). The fair value of fixed maturity certificates of deposit is estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities.
Advances from the FHLB - The fair values of the Advances from the FHLB are estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.
Loan Commitments - For commitments to extend credit, fair value considers the difference between current levels of interest rates and the committed rates.
The estimated fair values of the Company’s financial instruments were as follows as of December 31, 2019 and 2018 (in thousands):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2019
|
|
2018
|
|
|
Carrying
|
|
Fair
|
|
Carrying
|
|
Fair
|
|
|
Amount
|
|
Value
|
|
Amount
|
|
Value
|
Financial Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents
|
|
$
|
11,875
|
|
$
|
11,875
|
|
$
|
3,090
|
|
$
|
3,090
|
Interest-Bearing Deposits
|
|
|
1,740
|
|
|
1,740
|
|
|
750
|
|
|
750
|
Investment Securities
|
|
|
5,320
|
|
|
5,320
|
|
|
5,781
|
|
|
5,781
|
Loans - Net
|
|
|
78,785
|
|
|
82,300
|
|
|
81,072
|
|
|
81,442
|
Loans Held-for-Sale
|
|
|
1,637
|
|
|
1,637
|
|
|
533
|
|
|
533
|
Accrued Interest Receivable
|
|
|
321
|
|
|
321
|
|
|
337
|
|
|
337
|
FHLB Stock
|
|
|
1,418
|
|
|
1,418
|
|
|
1,376
|
|
|
1,376
|
Cash Surrender Value of Life Insurance
|
|
|
4,044
|
|
|
4,044
|
|
|
3,950
|
|
|
3,950
|
Financial Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
58,045
|
|
|
59,053
|
|
|
56,183
|
|
|
55,507
|
Advances from FHLB
|
|
|
21,581
|
|
|
22,007
|
|
|
26,030
|
|
|
25,907
|
Accrued Interest Payable
|
|
|
137
|
|
|
137
|
|
|
136
|
|
|
136
|
The carrying amounts in the preceding table are included in the balance sheet under the applicable captions; accrued interest payable is included in accrued expenses and other liabilities in the balance sheet. The contract or notional amounts of the Company’s financial instruments with off balance sheet risk are disclosed in Note 16.
Note 19 - Subsequent Events -
Management has evaluated subsequent events and transactions for potential recognition or disclosure in the financial statements through March 30, 2020, the date the financial statements were issued.
The outbreak of Coronavirus Disease 2019 (“COVID-19”) could adversely impact a broad range of industries in which the Company’s customers operate and impair their ability to fulfill their obligations to the Company. The World Health Organization has declared COVID-19 to be a global pandemic indicating that almost all public commerce and related business activities must be, to varying degrees, curtailed with the goal of decreasing the rate of new infections.
The spread of the outbreak will likely cause disruptions in the U.S. economy and is highly likely to disrupt banking and other financial activity in the areas in which the Company operates and could potentially create widespread business continuity issues for the Company.
The Company’s business is dependent upon the willingness and ability of its employees and customers to conduct banking and other financial transactions. If the global response to contain COVID-19 escalates or is unsuccessful, the Company could experience a material adverse effect on its business, financial condition, results of operations and cash flows. Therefore, the extent to which COVID-19 may impact the Company’s financial condition or results of operations cannot be reasonably estimated at this time.
Note 20 – Change in Corporate Form -
On July 9, 2019, Eureka Homestead (the “Bank”) converted to a federal stock savings and loan association and established a stock holding company, Eureka Homestead Bancorp, Inc. (the “Company”), as parent of the Bank.
The Bank converted to the stock form of ownership, followed by the issuance of all of the Bank’s outstanding stock to the Company. The Bank became the wholly owned subsidiary of the Company, and the Company issued and sold shares of its capital stock pursuant to an independent valuation appraisal of the Bank and the Company. The stock was priced at $10.00 per share. In addition, the Bank’s board of directors adopted an employee stock ownership plan (ESOP) which subscribed for 8% of the common stock sold in the offering. The Conversion was completed on July 9, 2019 and resulted in the issuance of 1,429,676 common shares by the Company. The cost of the Conversion and issuing the capital stock totaled $1.2 million and was deducted from the proceeds of the offering.
In accordance with OCC regulations, at the time of the Conversion, the Bank substantially restricted retained earnings by establishing a liquidation account. The liquidation account will be maintained for the benefit of eligible account holders who continue to maintain their accounts at the Bank after the Conversion. The liquidation account will be reduced annually to the extent that eligible holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s interest in the liquidation account. In the event of a complete liquidation by the Bank, and only in such event, each eligible account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the adjusted qualifying account balances then held. The Bank may not pay dividends if those dividends would reduce equity capital below the required liquidation account amount.
The Conversion was accounted for as a change in corporate form with the historic basis of the Bank’s assets, liabilities and equity unchanged as a result.
Note 21 - Condensed Financial Information (Parent Company Only) -
Presented below is condensed financial information as to the financial position, results of operations and cash flows of the Parent Company:
CONDENSED BALANCE SHEET
DECEMBER 31, 2019
(in thousands)
|
|
|
|
Assets:
|
|
|
|
Cash in Bank
|
|
$
|
5,392
|
Due from Subsidiary
|
|
|
4
|
Investment in Subsidiary
|
|
|
18,920
|
Total Assets
|
|
$
|
24,316
|
|
|
|
|
Liabilities and Shareholders' Equity
|
|
|
|
Liabilities
|
|
$
|
32
|
Shareholders' Equity
|
|
|
24,284
|
Liabilities and Shareholders' Equity
|
|
$
|
24,316
|
CONDENSED STATEMENT OF LOSS
FOR THE YEAR ENDED DECEMBER 31, 2019
(in thousands)
|
|
|
|
Income:
|
|
|
|
Equity in Net Income of Subsidiary
|
|
$
|
(22)
|
Other Income
|
|
|
27
|
Total Income
|
|
|
5
|
|
|
|
|
Expenses:
|
|
|
|
Professional Fees
|
|
|
85
|
Other Expense
|
|
|
48
|
Total Expense
|
|
|
133
|
Loss Before Income Taxes
|
|
|
(128)
|
Income Taxes
|
|
|
—
|
Net Loss
|
|
$
|
(128)
|
CONDENSED STATEMENT OF CASH FLOWS
FOR THE YEAR ENDED DECEMBER 31, 2019
(in thousands)
|
|
|
|
Cash Flows from Operating Activities:
|
|
|
|
Net Loss
|
|
$
|
(128)
|
Adjustments to Reconcile Net Loss to Net Cash (Used in) Operating Activities:
|
|
|
|
Cash (Used in) Operating Activities:
|
|
|
|
(Increase) in Due from Subsidiary
|
|
|
(4)
|
Non-cash Compensation for ESOP
|
|
|
56
|
Decrease in Equity in Net Income of Subsidiary
|
|
|
22
|
Increase in Liabilities
|
|
|
32
|
Net Cash (Used in) Operating Activities
|
|
|
(22)
|
|
|
|
|
Cash Flows from Investing Activities:
|
|
|
|
Investment in Subsidiary
|
|
|
(6,558)
|
Net Cash (Used in) Investing Activities
|
|
|
(6,558)
|
|
|
|
|
Cash Flows from Financing Activities:
|
|
|
|
Proceeds from Stock Offering
|
|
|
11,972
|
Net Cash Provided by Financing Activities
|
|
|
11,972
|
Net Increase in Cash and Cash Equivalents
|
|
|
5,392
|
|
|
|
|
Cash and Cash Equivalents at Beginning of Period
|
|
|
—
|
Cash and Cash Equivalents at End of Period
|
|
$
|
5,392
|
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
None.
ITEM 9A. Controls and Procedures
|
(a)
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2019. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.
|
During the quarter ended December 31, 2019, there have been no changes in the Company’s internal control over financial reporting that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
|
(b)
Management’s annual report on internal control over financial reporting.
|
This Annual Report does not include management’s report on internal control over financial reporting or an attestation report of the Company’s registered public accounting firm regarding internal control over financial reporting due to a transition period established by rules of the Securities and Exchange Commission for newly public companies such as Eureka Homestead Bancorp.
ITEM 9B. Other Information
None