BankFinancial CORP - FORM 10-Q - April 27, 2016

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EX-31.1 - EXHIBIT 31.1 - BankFinancial CORPbfin-20160331x10qxex311.htm
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EX-32 - EXHIBIT 32 - BankFinancial CORPbfin-2016033110qxex32.htm
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 
FORM 10-Q
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the Quarterly Period ended March 31, 2016
or 
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For transition period from             to             
Commission File Number 0-51331
 
BANKFINANCIAL CORPORATION
(Exact Name of Registrant as Specified in Charter)
 
Maryland
75-3199276
(State or Other Jurisdiction
of Incorporation)
(I.R.S. Employer
Identification No.)
 
 
15W060 North Frontage Road, Burr Ridge, Illinois 60527
(Address of Principal Executive Offices)
Registrant’s telephone number, including area code: (800) 894-6900
Not Applicable
(Former name or former address, if changed since last report)
  
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.    Yes  x    No  ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).    Yes  x    No  ¨
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
 
¨
 
Accelerated filer
 
x
Non-accelerated filer
 
¨
 
Smaller reporting company
 
¨
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ¨ No x.
Indicate the number of shares outstanding of each of the Issuer’s classes of common stock as of the latest practicable date. At April 25, 2016, there were 19,939,500 shares of Common Stock, $0.01 par value, outstanding.



BANKFINANCIAL CORPORATION
Form 10-Q
March 31, 2016
Table of Contents
 
 
 
 
 
 


BANKFINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(In thousands, except share and per share data) - Unaudited


 
March 31, 2016
 
December 31, 2015
Assets
 
 
 
Cash and due from other financial institutions
$
10,238

 
$
13,192

Interest-bearing deposits in other financial institutions
55,705

 
46,185

Cash and cash equivalents
65,943

 
59,377

Securities, at fair value
111,386

 
114,753

Loans receivable, net of allowance for loan losses:
March 31, 2016, $9,416 and December 31, 2015, $9,691
1,232,485

 
1,232,257

Other real estate owned, net
5,629

 
7,011

Stock in Federal Home Loan Bank, at cost
6,257

 
6,257

Premises and equipment, net
32,308

 
32,726

Accrued interest receivable
4,346

 
4,226

Core deposit intangible
1,169

 
1,305

Bank owned life insurance
22,438

 
22,387

Deferred taxes
25,641

 
26,695

Other assets
4,206

 
5,449

Total assets
$
1,511,808

 
$
1,512,443

 
 
 
 
Liabilities
 
 
 
Deposits
 
 
 
Noninterest-bearing
$
238,848

 
$
254,830

Interest-bearing
1,025,841

 
958,089

Total deposits
1,264,689

 
1,212,919

Borrowings
17,621

 
64,318

Advance payments by borrowers for taxes and insurance
8,914

 
11,528

Accrued interest payable and other liabilities
11,096

 
11,314

Total liabilities
1,302,320

 
1,300,079

 


 


Stockholders’ equity
 
 
 
Preferred Stock, $0.01 par value, 25,000,000 shares authorized, none issued or outstanding
—

 
—

Common Stock, $0.01 par value, 100,000,000 shares authorized;
19,939,500 shares issued at March 31, 2016 and 20,297,317 issued at December 31, 2015
199

 
203

Additional paid-in capital
180,830

 
184,797

Retained earnings
37,008

 
36,114

Unearned Employee Stock Ownership Plan shares
(9,054
)
 
(9,297
)
Accumulated other comprehensive income
505

 
547

Total stockholders’ equity
209,488

 
212,364

Total liabilities and stockholders’ equity
$
1,511,808

 
$
1,512,443


See accompanying notes to the consolidated financial statements.

1

BANKFINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except share and per share data) - Unaudited

 
Three Months Ended
March 31,
 
2016
 
2015
Interest and dividend income
 
 
 
Loans, including fees
$
12,347

 
$
11,823

Securities
314

 
327

Other
98

 
61

Total interest income
12,759

 
12,211

Interest expense
 
 
 
Deposits
787

 
684

Borrowings
69

 
2

Total interest expense
856

 
686

Net interest income
11,903

 
11,525

Recovery of loan losses
(490
)
 
(724
)
Net interest income after recovery of loan losses
12,393

 
12,249

Noninterest income
 
 
 
Deposit service charges and fees
567

 
465

Other fee income
495

 
535

Insurance commissions and annuities income
55

 
63

Gain on sale of loans, net
18

 
27

Gain on sale of securities (includes $46 accumulated other comprehensive income reclassifications for unrealized net gains on available for sale securities)
46

 
—

Loan servicing fees
73

 
90

Amortization and impairment of servicing assets
(31
)
 
(25
)
Earnings on bank owned life insurance
51

 
49

Trust income
160

 
174

Other
160

 
158

Total noninterest income
1,594

 
1,536

Noninterest expense
 
 
 
Compensation and benefits
5,993

 
5,581

Office occupancy and equipment
1,647

 
1,695

Advertising and public relations
222

 
344

Information technology
724

 
639

Supplies, telephone, and postage
376

 
411

Amortization of intangibles
136

 
142

Nonperforming asset management
84

 
90

Operations of other real estate owned
376

 
354

FDIC insurance premiums
217

 
235

Other
1,155

 
1,022

Total noninterest expense
10,930

 
10,513

Income before income taxes
3,057

 
3,272

Income tax expense
1,153

 
1,286

Net income
$
1,904

 
$
1,986

Basic earnings per common share
$
0.10

 
$
0.10

Diluted earnings per common share
$
0.10

 
$
0.10

Weighted average common shares outstanding
19,428,551

 
20,259,796

Diluted weighted average common shares outstanding
19,431,490

 
20,265,684


See accompanying notes to the consolidated financial statements.

2

BANKFINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In thousands) - Unaudited

 
Three Months Ended
March 31,
 
2016
 
2015
Net income
$
1,904

 
$
1,986

Unrealized holding loss arising during the period
(22
)
 
(82
)
Tax effect
8

 
30

Unrealized holding loss arising during the period, net of tax
(14
)
 
(52
)
Reclassification adjustment for gain included in net income
(46
)
 
—

Tax effect
18

 
—

Reclassification adjustment for gain included in net income, net of tax
(28
)
 
—

Other comprehensive loss
(42
)
 
(52
)
Comprehensive income
$
1,862

 
$
1,934


See accompanying notes to the consolidated financial statements.

3

BANKFINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
(In thousands, except per share data) - Unaudited


 
Common
Stock
 
Additional
Paid-in
Capital
 
Retained
Earnings
(Deficit)
 
Unearned
Employee
Stock
Ownership
Plan
Shares
 
Accumulated
Other
Comprehen-sive
Income
 
Total
Balance at January 1, 2015
$
211

 
$
193,845

 
$
31,584

 
$
(10,276
)
 
$
757

 
$
216,121

Net income
—

 
—

 
1,986

 
—

 
—

 
1,986

Other comprehensive loss, net of tax
—

 
—

 
—

 
—

 
(52
)
 
(52
)
Nonvested stock awards-stock-based compensation expense
—

 
17

 
—

 
—

 
—

 
17

Cash dividends declared on common stock ($0.04 per share)
—

 
—

 
(844
)
 
—

 
—

 
(844
)
ESOP shares earned
—

 
77

 
—

 
241

 
—

 
318

Balance at March 31, 2015
$
211

 
$
193,939

 
$
32,726

 
$
(10,035
)
 
$
705

 
$
217,546

 
 
 
 
 
 
 
 
 
 
 
 
Balance at January 1, 2016
$
203

 
$
184,797

 
$
36,114

 
$
(9,297
)
 
$
547

 
$
212,364

Net income
—

 
—

 
1,904

 
—

 
—

 
1,904

Other comprehensive loss, net of tax
—

 
—

 
—

 
—

 
(42
)
 
(42
)
Repurchase and retirement of common stock (357,817 shares)
(4
)
 
(4,389
)
 
—

 
—

 
—

 
(4,393
)
Nonvested stock awards-stock-based compensation expense
—

 
377

 
—

 
—

 
—

 
377

Cash dividends declared on common stock ($0.05 per share)
—

 
—

 
(1,010
)
 
—

 
—

 
(1,010
)
ESOP shares earned
—

 
45

 
—

 
243

 
—

 
288

Balance at March 31, 2016
$
199

 
$
180,830

 
$
37,008

 
$
(9,054
)
 
$
505

 
$
209,488


See accompanying notes to the consolidated financial statements.

4

BANKFINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) - Unaudited

 
Three Months Ended
March 31,
 
2016
 
2015
Cash flows from operating activities
 
 
 
Net income
$
1,904

 
$
1,986

Adjustments to reconcile to net income to net cash from operating activities
 
 
 
Recovery of loan losses
(490
)
 
(724
)
ESOP shares earned
288

 
318

Stock–based compensation expense
377

 
17

Depreciation and amortization
939

 
926

Amortization of premiums and discounts on securities and loans
(37
)
 
(48
)
Amortization of core deposit intangible
136

 
142

Amortization and impairment of servicing assets
31

 
25

Net change in net deferred loan origination costs
(40
)
 
(120
)
Net loss (gain) on sale of other real estate owned
38

 
(58
)
Net gain on sale of loans
(18
)
 
(27
)
Net gain on sale of securities
(46
)
 
—

Loans originated for sale
(360
)
 
(909
)
Proceeds from sale of loans
378

 
936

Other real estate owned valuation adjustments
119

 
213

Net change in:
 
 
 
Accrued interest receivable
(120
)
 
97

Earnings on bank owned life insurance
(51
)
 
(49
)
Other assets
2,198

 
2,444

Accrued interest payable and other liabilities
(218
)
 
(1,735
)
Net cash from operating activities
5,028

 
3,434

Cash flows from investing activities
 
 
 
Securities
 
 
 
Proceeds from maturities
17,453

 
14,903

Proceeds from principal repayments
1,126

 
1,748

Proceeds from sales of securities
46

 
—

Purchases of securities
(15,293
)
 
(9,615
)
Loans receivable
 
 
 
Loan participations sold
—

 
3,350

Principal payments on loans receivable
106,840

 
109,745

Originated for investment
(106,884
)
 
(94,602
)
Proceeds from sale of other real estate owned
1,290

 
476

Purchase of premises and equipment, net
(96
)
 
(191
)
Net cash from investing activities
4,482

 
25,814


Continued

5

BANKFINANCIAL CORPORATION
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In thousands) - Unaudited

 
Three Months Ended
March 31,
 
2016
 
2015
Cash flows from financing activities
 
 
 
Net change in deposits
$
51,770

 
$
(8,949
)
Net change in borrowings
(46,697
)
 
(9,704
)
Net change in advance payments by borrowers for taxes and insurance
(2,614
)
 
(3,078
)
Repurchase and retirement of common stock
(4,393
)
 
—

Cash dividends paid on common stock
(1,010
)
 
(844
)
Net cash used in financing activities
(2,944
)
 
(22,575
)
Net change in cash and cash equivalents
6,566

 
6,673

Beginning cash and cash equivalents
59,377

 
59,581

Ending cash and cash equivalents
$
65,943

 
$
66,254

 
 
 
 
Supplemental disclosures of cash flow information:
 
 
 
Interest paid
$
766

 
$
695

Income taxes paid
60

 
26

Loans transferred to other real estate owned
65

 
589




See accompanying notes to the consolidated financial statements.

6
BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Basis of Presentation: BankFinancial Corporation, a Maryland corporation headquartered in Burr Ridge, Illinois, is the owner of all of the issued and outstanding capital stock of BankFinancial, F.S.B. (the “Bank”). The interim unaudited consolidated financial statements include the accounts of and transactions of BankFinancial Corporation, the Bank, and the Bank’s wholly-owned subsidiaries, Financial Assurance Services, Inc. and BF Asset Recovery Corporation (collectively, “the Company”), and reflect all normal and recurring adjustments that are, in the opinion of management, considered necessary for a fair presentation of the financial condition and results of operations for the periods presented. All significant intercompany accounts and transactions have been eliminated. The results of operations for the three- month period ended March 31, 2016 are not necessarily indicative of the results of operations that may be expected for the year ending December 31, 2016.
Certain information and note disclosures normally included in financial statements prepared in conformity with accounting principles generally accepted in the United States of America (“GAAP”) have been condensed or omitted pursuant to the rules and regulations of the Securities and Exchange Commission.
Use of Estimates: To prepare financial statements in conformity with GAAP, management makes estimates and assumptions based on available information. These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided, and future results could differ.
Reclassifications: Certain reclassifications have been made in the prior period’s financial statements to conform them to the current period’s presentation.
These unaudited consolidated financial statements should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2015, as filed with the Securities and Exchange Commission.
Recent Accounting Pronouncements
In May 2014, the FASB issued an update (ASU No. 2014-09, Revenue from Contracts with Customers) creating FASB Topic 606, Revenue from Contracts with Customers. The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts). The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services. The guidance provides steps to follow to achieve the core principle. An entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers. Qualitative and quantitative information is required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract. The amendments in this update originally were to become effective for annual periods and interim periods within those annual periods beginning after December 15, 2016. During 2015, FASB delayed the effectiveness by one year to annual periods and interim periods beginning after December 15, 2017. We are currently evaluating the impact of adopting the new guidance on the consolidated financial statements.
On January 5, 2016, the FASB issued an update (ASU No. 2016-01, Financial Instruments - Recognition and Measurement of Financial Assets and Liabilities). The new guidance is intended to improve the recognition and measurement of financial instruments by requiring: equity investments (other than equity method or consolidation) to be measured at fair value with changes in fair value recognized in net income; public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; separate presentation of financial assets and financial liabilities by measurement category and form of financial assets (i.e. securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities; eliminating the requirement for non-public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is to be required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and requiring a reporting organization to present separately in other comprehensive income the portion of the total change in fair value of a liability resulting from the change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance is effective for public business entities for fiscal years beginning after December 15, 2017. We are currently evaluating the impact of adopting the new guidance on the consolidated financial statements.
In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The standard requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. ASU 2016-02 is effective



7

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements.
In March 2016, the FASB issued ASU No. 2016-09, “Compensation - Stock Compensation (Topic 718): Improvements to Employee Share-Based Payment Accounting” (“ASU 2016-09”). The standard is intended to simplify several areas of accounting for share-based compensation arrangements, including the income tax impact, classification on the statement of cash flows and forfeitures. ASU 2016-09 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2016, and early adoption is permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements.
NOTE 2 - EARNINGS PER SHARE
Amounts reported in earnings per share reflect earnings available to common stockholders for the period divided by the weighted average number of shares of common stock outstanding during the period, exclusive of unearned ESOP shares and unvested restricted stock shares. Stock options and restricted stock are regarded as potential common stock and are considered in the diluted earnings per share calculations to the extent that they would have a dilutive effect if converted to common stock.
 
Three Months Ended
March 31,
 
2016
 
2015
Net income available to common stockholders
$
1,904

 
$
1,986

Average common shares outstanding
20,155,541

 
21,101,966

Less:
 
 
 
Unearned ESOP shares
(719,109
)
 
(825,348
)
Unvested restricted stock shares
(7,881
)
 
(16,822
)
Weighted average common shares outstanding
19,428,551

 
20,259,796

Add - Net effect of dilutive unvested restricted stock
2,939

 
5,888

Diluted weighted average common shares outstanding
19,431,490

 
20,265,684

Basic earnings per common share
$
0.10

 
$
0.10

Diluted earnings per common share
$
0.10

 
$
0.10

Number of antidilutive stock options excluded from the diluted earnings per share calculation
1,752,156

 
—

Weighted average exercise price of anti-dilutive option shares
$
12.30

 
$
—

 



8

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 3 - SECURITIES

The fair value of securities and the related gross unrealized gains and losses recognized in accumulated other comprehensive income are shown below.
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair Value
March 31, 2016
 
 
 
 
 
 
 
Certificates of deposit
$
85,882

 
$
—

 
$
—

 
$
85,882

Equity mutual fund
500

 
14

 
—

 
514

Mortgage-backed securities - residential
17,433

 
787

 
(9
)
 
18,211

Collateralized mortgage obligations - residential
6,729

 
38

 
(10
)
 
6,757

SBA-guaranteed loan participation certificates
22

 
—

 
—

 
22

 
$
110,566

 
$
839

 
$
(19
)
 
$
111,386

December 31, 2015
 
 
 
 
 
 
 
Certificates of deposit
$
87,901

 
$
—

 
$
—

 
$
87,901

Equity mutual fund
500

 
7

 
—

 
507

Mortgage-backed securities - residential
18,330

 
880

 
(30
)
 
19,180

Collateralized mortgage obligations - residential
7,111

 
41

 
(10
)
 
7,142

SBA-guaranteed loan participation certificates
23

 
—

 
—

 
23

 
$
113,865

 
$
928

 
$
(40
)
 
$
114,753

Mortgage-backed securities and collateralized mortgage obligations reflected in the preceding table were issued by U.S. government-sponsored entities or agencies, Freddie Mac, Fannie Mae and Ginnie Mae, and are obligations which the government has affirmed its commitment to support. All securities reflected in the preceding table were classified as available-for-sale at March 31, 2016 and December 31, 2015.
The amortized cost and fair values of securities by contractual maturity are shown below. Securities not due at a single maturity date are shown separately. Expected maturities may differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
 
March 31, 2016
 
Amortized
Cost
 
Fair
Value
Due in one year or less
$
85,882

 
$
85,882

Equity mutual fund
500

 
514

Mortgage-backed securities - residential
17,433

 
18,211

Collateralized mortgage obligations - residential
6,729

 
6,757

SBA-guaranteed loan participation certificates
22

 
22

 
$
110,566

 
$
111,386

Sales of securities were as follows:
 
Three Months Ended
March 31,
 
2016
 
2015
Proceeds
$
46

 
$
—

Gross gains
46

 
—

Gross losses
—

 
—




9

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 3 - SECURITIES (continued)

Securities with unrealized losses not recognized in income are as follows:
 
Less than 12 Months
 
12 Months or More
 
Total
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities - residential
$
—

 
$
—

 
$
1,583

 
$
(9
)
 
$
1,583

 
$
(9
)
Collateralized mortgage obligations - residential
—

 
—

 
1,234

 
(10
)
 
1,234

 
(10
)
 
$
—

 
$
—

 
$
2,817

 
$
(19
)
 
$
2,817

 
$
(19
)
 
 
 
 
 
 
 
 
 
 
 
 
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Mortgage-backed securities - residential
—

 
—

 
1,724

 
(30
)
 
1,724

 
(30
)
Collateralized mortgage obligations - residential
—

 
—

 
1,299

 
(10
)
 
1,299

 
(10
)
 
$
—

 
$
—

 
$
3,023

 
$
(40
)
 
$
3,023

 
$
(40
)
The Company evaluates marketable investment securities with significant declines in fair value on a quarterly basis to determine whether they should be considered other-than-temporarily impaired under current accounting guidance, which generally provides that if a marketable security is in an unrealized loss position, whether due to general market conditions or industry or issuer-specific factors, the holder of the securities must assess whether the impairment is other-than-temporary.
Certain residential mortgage-backed securities and certain collateralized mortgage obligations that the Company holds in its investment portfolio were in an unrealized loss position at March 31, 2016, but the unrealized losses were not considered significant under the Company’s impairment testing methodology. In addition, the Company does not intend to sell these securities, and it is likely that the Company will not be required to sell these securities before their anticipated recovery occurs.
NOTE 4 - LOANS RECEIVEBALE
Loans receivable are as follows:
 
March 31, 2016
 
December 31, 2015
One-to-four family residential real estate
$
154,588

 
$
159,501

Multi-family mortgage
513,450

 
506,026

Nonresidential real estate
219,339

 
226,735

Construction and land
1,799

 
1,313

Commercial loans
76,325

 
79,516

Commercial leases
272,849

 
265,405

Consumer
1,890

 
1,831

 
1,240,240

 
1,240,327

Net deferred loan origination costs
1,661

 
1,621

Allowance for loan losses
(9,416
)
 
(9,691
)
Loans, net
$
1,232,485

 
$
1,232,257




10

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

The following tables present the balance in the allowance for loan losses and the loans receivable by portfolio segment and based on impairment method:
 
Allowance for loan losses
 
Loan Balances
 
Individually
evaluated  for
impairment
 
Collectively
evaluated  for
impairment
 
Total
 
Individually
evaluated  for
impairment
 
Collectively
evaluated  for
impairment
 
Total
March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential real estate
$
—

 
$
1,361

 
$
1,361

 
$
3,371

 
$
151,217

 
$
154,588

Multi-family mortgage
54

 
3,597

 
3,651

 
1,568

 
511,882

 
513,450

Nonresidential real estate
3

 
2,567

 
2,570

 
1,563

 
217,776

 
219,339

Construction and land
—

 
24

 
24

 
828

 
971

 
1,799

Commercial loans
—

 
637

 
637

 
—

 
76,325

 
76,325

Commercial leases
—

 
1,134

 
1,134

 
—

 
272,849

 
272,849

Consumer
—

 
39

 
39

 
—

 
1,890

 
1,890

 
$
57

 
$
9,359

 
$
9,416

 
$
7,330

 
$
1,232,910

 
1,240,240

Net deferred loan origination costs
 
 
 
 
 
 
 
 
 
1,661

Allowance for loan losses
 
 
 
 
 
 
 
 
 
(9,416
)
Loans, net
 
 
 
 
 
 
 
 
 
 
$
1,232,485

 
Allowance for loan losses
 
Loan Balances
 
Individually
evaluated  for
impairment
 
Collectively
evaluated  for
impairment
 
Total
 
Individually
evaluated  for
impairment
 
Collectively
evaluated  for
impairment
 
Total
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential real estate
$
—

 
$
1,704

 
$
1,704

 
$
2,672

 
$
156,829

 
$
159,501

Multi-family mortgage
41

 
3,569

 
3,610

 
2,879

 
503,147

 
506,026

Nonresidential real estate
3

 
2,579

 
2,582

 
2,099

 
224,636

 
226,735

Construction and land
—

 
43

 
43

 
—

 
1,313

 
1,313

Commercial loans
—

 
654

 
654

 
—

 
79,516

 
79,516

Commercial leases
—

 
1,073

 
1,073

 
—

 
265,405

 
265,405

Consumer
—

 
25

 
25

 
—

 
1,831

 
1,831

 
$
44

 
$
9,647

 
$
9,691

 
$
7,650

 
$
1,232,677

 
1,240,327

Net deferred loan origination costs
 
 
 
 
 
 
 
 
 
1,621

Allowance for loan losses
 
 
 
 
 
 
 
 
 
(9,691
)
Loans, net
 
 
 
 
 
 
 
 
 
 
$
1,232,257




11

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

Activity in the allowance for loan losses is as follows:
 
Three Months Ended
March 31,
 
2016
 
2015
Beginning balance
$
9,691

 
$
11,990

Loans charged off:
 
 
 
One-to-four family residential real estate
(52
)
 
(103
)
Multi-family mortgage
(45
)
 
(19
)
Nonresidential real estate
(3
)
 
(11
)
Commercial loans
—

 
(98
)
Consumer
(16
)
 
(4
)
 
(116
)
 
(235
)
Recoveries:
 
 
 
One-to-four family residential real estate
81

 
60

Multi-family mortgage
137

 
4

Nonresidential real estate
—

 
16

Construction and land
35

 
6

Commercial loans
77

 
457

Commercial leases
—

 
1

Consumer
1

 
1

 
331

 
545

Net recoveries
215

 
310

Recovery of loan losses
(490
)
 
(724
)
Ending balance
$
9,416

 
$
11,576

Impaired loans
Several of the following disclosures are presented by “recorded investment,” which the FASB defines as “the amount of the investment in a loan, which is not net of a valuation allowance, but which does reflect any direct write-down of the investment.” The following represents the components of recorded investment:
Loan principal balance
Less unapplied payments
Plus negative unapplied balance
Less escrow balance
Plus negative escrow balance
Plus unamortized net deferred loan costs
Less unamortized net deferred loan fees
Plus unamortized premium
Less unamortized discount
Less previous charge-offs
Plus recorded accrued interest
Less reserve for uncollected interest
= Recorded investment



12

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

The following tables present loans individually evaluated for impairment by class of loans:
 
 
 
 
 
 
 
 
 
Three months ended March 31, 2016
 
Loan
Balance
 
Recorded
Investment
 
Partial Charge-off
 
Allowance
for Loan
Losses
Allocated
 
Average
Investment
in Impaired
Loans
 
Interest
Income
Recognized
March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential real estate
$
3,731

 
$
3,170

 
$
640

 
$
—

 
$
2,618

 
$
3

One-to-four family residential real estate - non-owner occupied
92

 
192

 
2

 
—

 
64

 
—

Multi-family mortgage - Illinois
972

 
922

 
36

 
—

 
1,390

 
10

Nonresidential real estate
1,531

 
1,503

 
—

 
—

 
1,741

 
15

Land
828

 
803

 
—

 
—

 
201

 
9

 
7,154

 
6,590

 
678

 
—

 
6,014

 
37

With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Multi-family mortgage - Illinois
691

 
647

 
45

 
54

 
550

 
—

Nonresidential real estate
62

 
39

 
27

 
3

 
39

 
—

 
753

 
686

 
72

 
57

 
589

 
—

 
$
7,907

 
$
7,276

 
$
750

 
$
57

 
$
6,603

 
$
37

 
 
 
 
 
 
 
 
 
Year ended
December 31, 2015
 
Loan
Balance
 
Recorded
Investment
 
Partial Charge-off
 
Allowance
for Loan
Losses
Allocated
 
Average
Investment
in Impaired
Loans
 
Interest
Income
Recognized
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
With no related allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
One-to-four family residential real estate
$
3,203

 
$
2,637

 
$
637

 
$
—

 
$
2,708

 
$
24

One-to-four family residential real estate - non-owner occupied
23

 
21

 
2

 
—

 
859

 
—

Multi-family mortgage - Illinois
1,863

 
1,837

 
—

 
—

 
1,962

 
78

Multi-family mortgage - Other
511

 
507

 
—

 
—

 
514

 
34

Nonresidential real estate
2,066

 
2,049

 
—

 
—

 
1,877

 
102

 
7,666

 
7,051

 
639

 
—

 
7,920

 
238

With an allowance recorded:
 
 
 
 
 
 
 
 
 
 
 
Multi-family mortgage - Illinois
518

 
518

 
—

 
41

 
1,181

 
—

Nonresidential real estate
62

 
39

 
27

 
3

 
1,439

 
—

 
580

 
557

 
27

 
44

 
2,620

 
—

 
$
8,246

 
$
7,608

 
$
666

 
$
44

 
$
10,540

 
$
238




13

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

Nonaccrual Loans
The following tables present the recorded investment in nonaccrual loans and loans past due over 90 days still on accrual by class of loans:
 
Loan Balance
 
Recorded
Investment
 
Loans Past
Due Over 90
Days, Still
Accruing
March 31, 2016
 
 
 
 
 
One-to-four family residential real estate
$
3,615

 
$
3,178

 
$
—

One-to-four family residential real estate – non owner occupied
92

 
192

 
—

Multi-family mortgage - Illinois
1,050

 
953

 
—

Nonresidential real estate
324

 
295

 
—

Land
828

 
803

 
—

 
$
5,909

 
$
5,421

 
$
—

December 31, 2015
 
 
 
 
 
One-to-four family residential real estate
$
2,704

 
$
2,263

 
$
—

One-to-four family residential real estate – non owner occupied
92

 
192

 
—

Multi-family mortgage - Illinois
829

 
821

 
—

Nonresidential real estate
324

 
296

 
—

 
$
3,949

 
$
3,572

 
$
—

Nonaccrual loans and impaired loans are defined differently. Some loans may be included in both categories, and some may only be included in one category. Nonaccrual loans include both smaller balance homogeneous loans that are collectively evaluated for impairment and individually classified impaired loans.
The Company’s reserve for uncollected loan interest was $221,000 and $181,000 at March 31, 2016 and December 31, 2015, respectively. When a loan is on non-accrual status and the ultimate collectability of the total principal of an impaired loan is in doubt, all payments are applied to principal under the cost recovery method. Alternatively, when a loan is on non-accrual status but there is doubt concerning only the ultimate collectability of interest, contractual interest is credited to interest income only when received, under the cash basis method pursuant to the provisions of FASB ASC 310–10, as applicable. In all cases, the average balances are calculated based on the month–end balances of the financing receivables within the period reported pursuant to the provisions of FASB ASC 310–10, as applicable.



14

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

Past Due Loans
The following tables present the aging of the recorded investment of loans at March 31, 2016 by class of loans:
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
90 Days or
Greater
Past Due
 
Total Past
Due
 
Loans Not
Past Due
 
Total
One-to-four family residential real estate loans
$
1,481

 
$
351

 
$
2,811

 
$
4,643

 
$
106,075

 
$
110,718

One-to-four family residential real estate loans – non-owner occupied
327

 
4

 
195

 
526

 
42,687

 
43,213

Multi-family mortgage - Illinois
448

 
—

 
823

 
1,271

 
312,100

 
313,371

Multi-family mortgage - Other
—

 
—

 
—

 
—

 
197,686

 
197,686

Nonresidential real estate
569

 
471

 
295

 
1,335

 
215,968

 
217,303

Construction
—

 
—

 
—

 
—

 
548

 
548

Land
—

 
—

 
—

 
—

 
1,225

 
1,225

Commercial loans:
 
 
 
 
 
 

 
 
 

Regional commercial banking
96

 
3

 
—

 
99

 
27,804

 
27,903

Health care
—

 
—

 
—

 
—

 
31,501

 
31,501

Direct commercial lessor
—

 
—

 
—

 
—

 
17,226

 
17,226

Commercial leases:
 
 
 
 
 
 


 
 
 


Investment rated commercial leases
—

 
—

 
—

 
—

 
16,888

 
16,888

Other commercial leases
980

 
—

 
—

 
980

 
256,752

 
257,732

Consumer
—

 
—

 
—

 
—

 
1,897

 
1,897

 
$
3,901

 
$
829

 
$
4,124

 
$
8,854

 
$
1,228,357

 
$
1,237,211




15

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

The following tables present the aging of the recorded investment of loans at December 31, 2015 by class of loans:
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
90 Days or
Greater
Past Due
 
Total Past
Due
 
Loans Not
Past Due
 
Total
One-to-four family residential real estate loans
$
2,000

 
$
572

 
$
1,997

 
$
4,569

 
$
109,893

 
$
114,462

One-to-four family residential real estate loans – non-owner occupied
299

 
164

 
192

 
655

 
43,557

 
44,212

Multi-family mortgage - Illinois
651

 
283

 
821

 
1,755

 
312,620

 
314,375

Multi-family mortgage - Other
—

 
—

 
—

 
—

 
188,178

 
188,178

Nonresidential real estate
—

 
—

 
296

 
296

 
223,018

 
223,314

Construction
—

 
—

 
—

 
—

 
21

 
21

Land
—

 
—

 
—

 
—

 
1,279

 
1,279

Commercial loans:
 
 
 
 
 
 

 
 
 

Regional commercial banking
4

 
150

 
—

 
154

 
29,890

 
30,044

Health care
—

 
—

 
—

 
—

 
31,862

 
31,862

Direct commercial lessor
—

 
—

 
—

 
—

 
17,873

 
17,873

Commercial leases:
 
 
 
 
 
 


 
 
 


Investment rated commercial leases
50

 
363

 
—

 
413

 
170,859

 
171,272

Other commercial leases
—

 
—

 
—

 
—

 
95,800

 
95,800

Consumer
21

 
—

 
—

 
21

 
1,819

 
1,840

 
$
3,025

 
$
1,532

 
$
3,306

 
$
7,863

 
$
1,226,669

 
$
1,234,532

Troubled Debt Restructurings
The Company evaluates loan extensions or modifications in accordance with FASB ASC 310–40 with respect to the classification of the loan as a TDR. In general, if the Company grants a loan extension or modification to a borrower for other than an insignificant period of time that includes a below–market interest rate, principal forgiveness, payment forbearance or other concession intended to minimize the economic loss to the Company, the loan extension or loan modification is classified as a TDR. In cases where borrowers are granted new terms that provide for a reduction of either interest or principal then due and payable, management measures any impairment on the restructured loan in the same manner as for impaired loans as noted above.
The Company had $419,000 of TDRs at March 31, 2016 compared to $2.7 million at December 31, 2015, with no specific valuation reserves allocated to those loans at March 31, 2016 and December 31, 2015. The Company had no outstanding commitments to borrowers whose loans were classified as TDRs at either date. During the first quarter of 2016, six loans totaling $1.5 million were declassified as TDRs as they successfully met the regulatory criteria to be removed from TDR status.
The following table presents loans classified as TDRs:
 
March 31, 2016
 
December 31, 2015
One-to-four family residential real estate
$
248

 
$
1,385

Multi-family mortgage
—

 
1,119

Troubled debt restructured loans – accrual loans
248

 
2,504

One-to-four family residential real estate
171

 
174

Troubled debt restructured loans – nonaccrual loans
171

 
174

Total troubled debt restructured loans
$
419

 
$
2,678

During the three months ending March 31, 2016 and 2015, the terms of certain loans were modified and classified as TDRs. The modification of the terms of such loans included one or a combination of the following: a reduction of the stated interest rate of



16

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

the loan; an extension of the maturity date at a stated rate of interest lower than the current market rate for new debt with similar risk; or a permanent reduction of the recorded investment in the loan.
The following tables present TDR activity:
 
Three Months Ended March 31,
 
2016
 
2015
 
Number
of loans
 
Pre-
Modification
outstanding
recorded
investment
 
Post-
Modification
outstanding
recorded
investment
 
Number
of loans
 
Pre-
Modification
outstanding
recorded
investment
 
Post-
Modification
outstanding
recorded
investment
One-to-four family residential real estate
1

 
$
63

 
$
63

 
1

 
$
63

 
$
63

 
Due to
reduction in
interest rate
 
Due to
extension of
maturity date
 
Due to
permanent
reduction in
recorded
investment
 
Total
For the Three Months Ended March 31, 2016
 
 
 
 
 
 
 
One-to-four family residential real estate
$
—

 
$
63

 
$
—

 
$
63

For the Three Months Ended March 31, 2015
 
 
 
 
 
 
 
One-to-four family residential real estate
$
—

 
$
63

 
$
—

 
$
63

The TDRs described above had no impact on interest income, resulted in no change to the allowance for loan losses allocated and resulted in no charge-offs for the three months ended March 31, 2016. The TDRs had no material impact on interest income, resulted in no change to the allowance for loan losses allocated and resulted in no charge-offs for the three months ended March 31, 2015.
The following table presents TDRs for which there was a payment default during the three months ending March 31, 2016 and 2015 within twelve months following the modification.
 
2016
 
2015
 
Number
of loans
 
Recorded
investment
 
Number
of loans
 
Recorded
investment
One-to-four family residential real estate
2

 
$
42

 
2

 
$
78

A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms.
The TDRs for which there was a payment default resulted in no change to the allowance for loan losses allocated and resulted in no charge-offs during the three months ending March 31, 2016 and 2015.
There were no other loan modifications for the three months ending March 31, 2016. There were certain other loan modifications during the three months ending March 31, 2015 that did not meet the definition of a TDR. These loans had a total recorded investment of $1.1 million at March 31, 2015. The modification of these loans involved either a modification of the terms of a loan to borrowers who were not experiencing financial difficulties or a delay in a payment that was considered to be insignificant.
In order to determine whether a borrower is experiencing financial difficulty, an evaluation is performed of the probability that the borrower will be in payment default on any of its debt in the foreseeable future without the modification. This evaluation is performed under the Company’s internal underwriting policy.
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt, including current financial information, historical payment experience, credit documentation, public information, and current economic trends, among other factors. The Company analyzes loans individually by classifying the loans based on credit risk. This analysis includes non-homogeneous loans, such as commercial and commercial real estate loans. This analysis is performed on a monthly basis. The Company uses the following definitions for risk ratings:



17

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

Special Mention. A Special Mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special Mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.
Substandard. Loans categorized as Substandard continue to accrue interest, but exhibit a well-defined weakness or weaknesses that may jeopardize the liquidation of the debt. The loans continue to accrue interest because they are well secured and collection of principal and interest is expected within a reasonable time. The risk rating guidance published by the Office of the Comptroller of the Currency clarifies that a loan with a well-defined weakness does not have to present a probability of default for the loan to be rated Substandard, and that an individual loan’s loss potential does not have to be distinct for the loan to be rated Substandard.
Nonaccrual. An asset classified Nonaccrual has all the weaknesses inherent in one classified Substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable. The loans were placed on nonaccrual status.
Loans not meeting the criteria above that are analyzed individually as part of the above described process are considered “Pass” rated loans.
As of March 31, 2016, based on the most recent analysis performed, the risk categories of loans by class of loans are as follows:
 
Pass
 
Special
Mention
 
Substandard
 
Nonaccrual
 
Total
One-to-four family residential real estate loans
$
107,638

 
$
—

 
$
328

 
$
3,178

 
$
111,144

One-to-four family residential real estate loans – non-owner occupied
42,923

 
217

 
112

 
192

 
43,444

Multi-family mortgage loans - Illinois
311,205

 
339

 
2,838

 
956

 
315,338

Multi-family mortgage loans - Other
197,603

 
—

 
509

 
—

 
198,112

Nonresidential real estate loans
212,474

 
1,590

 
4,981

 
294

 
219,339

Construction loans
545

 
—

 
—

 
—

 
545

Land loans
427

 
—

 
—

 
827

 
1,254

Commercial loans:
 
 
 
 
 
 
 
 

Regional commercial banking
27,688

 
—

 
137

 
—

 
27,825

Health care
31,426

 
—

 
—

 
—

 
31,426

Direct commercial lessor
16,196

 
878

 
—

 
—

 
17,074

Commercial leases:
 
 
 
 
 
 
 
 


Investment rated commercial leases
182,057

 
—

 
—

 
—

 
182,057

Other commercial leases
90,530

 
262

 
—

 
—

 
90,792

Consumer
1,890

 
—

 
—

 
—

 
1,890


$
1,222,602

 
$
3,286

 
$
8,905

 
$
5,447

 
$
1,240,240

 



18

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 4 - LOANS RECEIVABLE (continued)

As of December 31, 2015, based on the most recent analysis performed, the risk categories of loans by class of loans are as follows:
 
Pass
 
Special
Mention
 
Substandard
 
Nonaccrual
 
Total
One-to-four family residential real estate loans
$
112,449

 
$
—

 
$
576

 
$
1,936

 
$
114,961

One-to-four family residential real estate loans – non-owner occupied
43,858

 
219

 
271

 
192

 
44,540

Multi-family mortgage loans - Illinois
312,329

 
344

 
4,656

 
828

 
318,157

Multi-family mortgage loans - Other
187,358

 
—

 
511

 
—

 
187,869

Nonresidential real estate loans
219,859

 
1,600

 
4,981

 
295

 
226,735

Construction loans
21

 
—

 
—

 
—

 
21

Land loans
450

 
—

 
842

 
—

 
1,292

Commercial loans:
 
 
 
 
 
 
 
 

Regional commercial banking
29,377

 
—

 
614

 
—

 
29,991

Health care
31,809

 
—

 
—

 
—

 
31,809

Direct commercial lessor
17,716

 
—

 
—

 
—

 
17,716

Commercial leases:
 
 
 
 
 
 
 
 
—

Investment rated commercial leases
170,100

 
—

 
—

 
—

 
170,100

Other commercial leases
95,305

 
—

 
—

 
—

 
95,305

Consumer
1,831

 
—

 
—

 
—

 
1,831

 
$
1,222,462

 
$
2,163

 
$
12,451

 
$
3,251

 
$
1,240,327

NOTE 5 – OTHER REAL ESTATE OWNED
Real estate that is acquired through foreclosure or a deed in lieu of foreclosure is classified as other real estate owned ("OREO") until it is sold. When real estate is acquired through foreclosure or by deed in lieu of foreclosure, it is recorded at its fair value, less the estimated costs of disposal. If the fair value of the property is less than the loan balance, the difference is charged against the allowance for loan losses.
 
March 31, 2016
 
December 31, 2015
 
Balance
 
Valuation Allowance
 
Net OREO Balance
 
Balance
 
Valuation Allowance
 
Net OREO Balance
One–to–four family residential
$
2,682

 
$
(63
)
 
$
2,619

 
$
2,684

 
$
(63
)
 
$
2,621

Multi-family mortgage
774

 
(37
)
 
737

 
1,025

 
(74
)
 
951

Nonresidential real estate
1,377

 
(242
)
 
1,135

 
1,986

 
(239
)
 
1,747

Land
1,450

 
(312
)
 
1,138

 
2,358

 
(666
)
 
1,692

 
$
6,283

 
$
(654
)
 
$
5,629

 
$
8,053

 
$
(1,042
)
 
$
7,011




19

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 5 - OTHER REAL ESTATE OWNED (continued)


The following represents the roll forward of OREO and the composition of OREO properties:
 
 
For the Three Months Ended March 31,
 
 
2016
 
2015
Beginning balance
 
7,011

 
$
6,358

New foreclosed properties
 
65

 
589

Valuation adjustments
 
(119
)
 
(213
)
Sales
 
(1,328
)
 
(418
)
Ending balance
 
$
5,629

 
$
6,316

Activity in the valuation allowance is as follows:
 
 
For the Three Months Ended March 31,
 
 
2016
 
2015
Beginning balance
 
$
1,042

 
$
896

Additions charged to expense
 
119

 
213

Reductions from sales of other real estate owned
 
(507
)
 
—

Ending balance
 
$
654

 
$
1,109

NOTE 6 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE
Securities sold under agreements to repurchase, included with borrowings on the consolidated balance sheet, are shown below.
 
 
March 31, 2016
 
 
Overnight and Continuous
 
Up to 30 days
 
30 - 90 days
 
Greater Than 90 days
 
Total
Repurchase agreements and repurchase-to-maturity transactions
 
$
2,621

 
$
—

 
$
—

 
$
—

 
$
2,621

Gross amount of recognized liabilities for repurchase agreements in Statement of Condition
 
$
2,621

 
 
December 31, 2015
 
 
Overnight and Continuous
 
Up to 30 days
 
30 - 90 days
 
Greater Than 90 days
 
Total
Repurchase agreements and repurchase-to-maturity transactions
 
$
2,318

 
$
—

 
$
—

 
$
—

 
$
2,318

Gross amount of recognized liabilities for repurchase agreements in Statement of Condition
 
$
2,318

Securities sold under agreements to repurchase were secured by mortgage-backed securities with a carrying amount of $5.8 million and $6.0 million at March 31, 2016 and December 31, 2015, respectively. Also included in total borrowings were advances from the FHLBC of $15.0 million and $62.0 million at March 31, 2016 and December 31, 2015, respectively.
As the securities’ values fluctuate due to market conditions, the Company has no control over the market value.  The Company is obligated to promptly transfer additional securities if the market value of the securities falls below the repurchase price, per the agreement.



20

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)


NOTE 7 - FAIR VALUE


Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date. There are three levels of inputs that may be used to measure fair values:
•
Level 1 – Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
•
Level 2 – Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data.
•
Level 3 – Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
The Company used the following methods and significant assumptions to estimate the fair value of each type of financial instrument:
Securities: The fair values of marketable equity securities are generally determined by quoted prices, in active markets, for each specific security (Level 1). If Level 1 measurement inputs are not available for a marketable equity security, we determine its fair value based on the quoted price of a similar security traded in an active market (Level 2). The fair values of debt securities are generally determined by matrix pricing, which is a mathematical technique widely used in the industry to value debt securities without relying exclusively on quoted prices for the specific securities, but rather by relying on the securities’ relationship to other benchmark quoted securities (Level 2).
Loans Held for Sale: Loans held for sale are carried at the lower of cost or fair value, which is evaluated on a pool-level basis. The fair value of loans held for sale is determined using quoted prices for similar assets, adjusted for specific attributes of that loan or other observable market data, such as outstanding commitments from third party investors (Level 2).
Impaired Loans: The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available for similar loans and collateral underlying such loans. Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted in accordance with the allowance policy.
Other Real Estate Owned: Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach with data from comparable properties. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Real estate owned properties are evaluated on a quarterly basis for additional impairment and adjusted accordingly.
Mortgage Servicing Rights: On a quarterly basis, loan servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. The fair values of mortgage servicing rights are based on a valuation model that calculates the present value of estimated net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income. The Company is able to compare the valuation model inputs and results to widely available published industry data for reasonableness (Level 2).



21

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 7 - FAIR VALUE (continued)




NOTE 7 - FAIR VALUE (continued)

The following table sets forth the Company’s financial assets that were accounted for at fair value and are classified in their entirety based on the lowest level of input that is significant to the fair value measurement.
 
Fair Value Measurements Using
 
 
 
Quoted
Prices in
Active
Markets for
Identical
Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Fair
Value
March 31, 2016
 
 
 
 
 
 
 
Securities:
 
 
 
 
 
 
 
Certificates of deposit
$
—

 
$
85,882

 
$
—

 
$
85,882

Equity mutual fund
514

 
—

 
—

 
514

Mortgage-backed securities – residential
—

 
18,211

 
—

 
18,211

Collateralized mortgage obligations – residential
—

 
6,757

 
—

 
6,757

SBA-guaranteed loan participation certificates
—

 
22

 
—

 
22

 
$
514

 
$
110,872

 
$
—

 
$
111,386

December 31, 2015
 
 
 
 
 
 
 
Securities:
 
 
 
 
 
 
 
Certificates of deposit
$
—

 
$
87,901

 
$
—

 
$
87,901

Equity mutual fund
507

 
—

 
—

 
507

Mortgage-backed securities - residential
—

 
19,180

 
—

 
19,180

Collateralized mortgage obligations – residential
—

 
7,142

 
—

 
7,142

SBA-guaranteed loan participation certificates
—

 
23

 
—

 
23

 
$
507

 
$
114,246

 
$
—

 
$
114,753




22

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 7 - FAIR VALUE (continued)




NOTE 7 - FAIR VALUE (continued)

The following table sets forth the Company’s assets that were measured at fair value on a non-recurring basis:
 
Fair Value Measurement Using
 
 
 
Quoted
Prices in
Active Markets
for Identical
Assets
(Level 1)
 
Significant
Observable
Inputs
(Level 2)
 
Significant
Unobservable
Inputs
(Level 3)
 
Fair
Value
March 31, 2016
 
 
 
 
 
 
 
Impaired loans:
 
 
 
 
 
 
 
Multi-family mortgage
$
—

 
$
—

 
$
593

 
$
593

Nonresidential real estate
—

 
—

 
36

 
36

 
$
—

 
$
—

 
$
629

 
$
629

Other real estate owned:
 
 
 
 
 
 
 
Nonresidential real estate
—

 
—

 
674

 
674

 
$
—

 
$
—

 
$
674

 
$
674

Mortgage servicing rights
$
—

 
$
267

 
$
—

 
$
267

 
 
 
 
 
 
 
 
December 31, 2015
 
 
 
 
 
 
 
Impaired loans:
 
 
 
 
 
 
 
Multi-family mortgage
$
—

 
$
—

 
$
477

 
$
477

Nonresidential real estate
—

 
—

 
36

 
36

 
$
—

 
$
—

 
$
513

 
$
513

Other real estate owned:
 
 
 
 
 
 
 
One-to-four family residential real estate
$
—

 
$
—

 
$
42

 
$
42

Multi-family mortgage
—

 
—

 
354

 
354

Nonresidential real estate
—

 
—

 
474

 
474

Land
—

 
—

 
794

 
794

 
$
—

 
$
—

 
$
1,664

 
$
1,664

Mortgage servicing rights
$
—

 
$
281

 
$
—

 
$
281

Impaired loans that are measured for impairment using the fair value of the collateral for collateral–dependent loans, and have specific valuation allowances, had a carrying amount of $686,000, with a valuation allowance of $57,000 at March 31, 2016, compared to a carrying amount of $557,000, and a valuation allowance of $44,000 at December 31, 2015, resulting in an increase in the provision for loan losses of $13,000 for the three months ended March 31, 2016. There was a decrease in the provision for loan losses of $19,000 for the three months ended March 31, 2015.
Other real estate owned ("OREO"), which is carried at the lower of cost or fair value less costs to sell, had a carrying value of $916,000 less a valuation allowance of $242,000, or $674,000 at March 31, 2016, compared to a carrying value of $2.5 million less a valuation allowance of $881,000, or $1.7 million at December 31, 2015. There were $119,000 of valuation adjustments of OREO recorded for the three months ended March 31, 2016. There were $213,000 of valuation adjustments of OREO recorded for the three months ended March 31, 2015.
Mortgage servicing rights, which are carried at lower of cost or fair value, had a carrying amount of $267,000 at March 31, 2016, and a carrying amount of $281,000 at December 31, 2015. A pre-tax provision of $3,000 on our mortgage servicing rights portfolio was included in noninterest income for the three months ended March 31, 2016, compared to a pre-tax recovery of $10,000 for the same period in 2015.



23

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 7 - FAIR VALUE (continued)




NOTE 7 - FAIR VALUE (continued)

The following table presents quantitative information, based on certain empirical data with respect to Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at March 31, 2016:
 
Fair Value
 
Valuation
Technique(s)
 
Significant Unobservable
Input(s)
 
Range
(Weighted
Average)
Impaired loans:
 
 
 
 
 
 
 
Multi-family mortgage loans
$
593

 
Sales comparison
 
Comparison between sales and income approaches
 
39.3% to 85.1%
(48%)
 
 
 
Income approach
 
Cap Rate
 
10.0%
Nonresidential real estate loans
36

 
Sales comparison
 
Comparison between sales and income approaches
 
1.24%
 
 
 
Income approach
 
Cap Rate
 
8.5%
Impaired loans
$
629

 
 
 
 
 
 
Other real estate owned:
 
 
 
 
 
 
 
Nonresidential real estate loans
$
674

 
Sales comparison
 
Comparison between sales and income approaches
 
-3.2% to 54.9%
(11%)
Other real estate owned
$
674

 
 
 
 
 
 



24

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 7 - FAIR VALUE (continued)




NOTE 7 - FAIR VALUE (continued)

The following table presents quantitative information, based on certain empirical data with respect to Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2015:
 
Fair Value
 
Valuation
Technique(s)
 
Unobservable
Input(s)
 
Range
(Weighted
Average)
Impaired loans
 
 
 
 
 
 
 
Multi-family mortgage
$
477

 
Sales comparison
 
Comparison between sales and income approaches
 
39.3%
 
 
 
Income approach
 
Cap Rate
 
8.75%
Nonresidential real estate
36

 
Sales comparison
 
Comparison between sales and income approaches
 
1.2%
 
$
513

 
 
 
 
 
 
Other real estate owned
 
 
 
 
 
 
 
One-to-four family residential real estate
$
42

 
Sales comparison
 
Discount applied to valuation
 
-0.35% to 2.8%
(0.03%)
Multi-family mortgage
354

 
Sales comparison
 
Comparison between sales and income approaches
 
-67.74% to 10.37%
(-13%)
Nonresidential real estate
474

 
Sales comparison
 
Comparison between sales and income approaches
 
-15.6% to 1.46%
(-5%)
Land
794

 
Sales comparison
 
Discount applied to valuation
 
-7.7% to 17.24%
(6%)
 
$
1,664

 
 
 
 
 
 



25

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 7 - FAIR VALUE (continued)




NOTE 7 - FAIR VALUE (continued)

The carrying amount and estimated fair value of financial instruments are as follows:
 
 
 
Fair Value Measurements at
March 31, 2016 Using:
 
 
 
Carrying
Amount
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
65,943

 
$
10,238

 
$
55,705

 
$
—

 
$
65,943

Securities
111,386

 
514

 
110,872

 
—

 
111,386

Loans receivable, net of allowance for loan losses
1,232,485

 
—

 
1,255,757

 
629

 
1,256,386

FHLBC stock
6,257

 
—

 
—

 
—

 
N/A

Accrued interest receivable
4,346

 
—

 
4,346

 
—

 
4,346

Financial liabilities
 
 
 
 
 
 
 
 

Noninterest-bearing demand deposits
$
238,848

 
$
—

 
$
238,848

 
$
—

 
$
238,848

Savings deposits
161,554

 
—

 
161,554

 
—

 
161,554

NOW and money market accounts
570,631

 
—

 
570,631

 
—

 
570,631

Certificates of deposit
221,101

 
—

 
293,654

 
—

 
293,654

Borrowings
17,621

 
—

 
17,621

 
—

 
17,621

Accrued interest payable
60

 
—

 
60

 
—

 
60

 
 
 
Fair Value Measurements at
 December 31, 2015 Using:
 
 
 
Carrying
Amount
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial assets
 
 
 
 
 
 
 
 
 
Cash and cash equivalents
$
59,377

 
$
13,192

 
$
46,185

 
$
—

 
$
59,377

Securities
114,753

 
507

 
114,246

 
—

 
114,753

Loans receivable, net of allowance for loan losses
1,232,257

 
—

 
1,240,791

 
513

 
1,241,304

FHLBC stock
6,257

 
—

 
—

 
—

 
N/A

Accrued interest receivable
4,226

 
—

 
4,226

 
—

 
4,226

Financial liabilities
 
 
 
 
 
 
 
 

Noninterest-bearing demand deposits
$
254,830

 
$
—

 
$
254,830

 
$
—

 
$
254,830

Savings deposits
156,752

 
—

 
156,752

 
—

 
156,752

NOW and money market accounts
578,636

 
—

 
578,636

 
—

 
578,636

Certificates of deposit
222,701

 
—

 
222,026

 
—

 
222,026

Borrowings
64,318

 
—

 
64,318

 
—

 
64,318

Accrued interest payable
39

 
—

 
39

 
—

 
39

For purposes of the above, the following assumptions were used:
Cash and Cash Equivalents: The estimated fair values for cash and cash equivalents are based on their carrying value due to the short-term nature of these assets.
Loans: The estimated fair value for loans has been determined by calculating the present value of future cash flows based on the current rate the Company would charge for similar loans with similar maturities, applied for an estimated time period until the loan is assumed to be repriced or repaid. The estimated fair values of loans held for sale are based on quoted market prices.
FHLBC Stock: It is not practicable to determine the fair value of FHLBC stock due to the restrictions placed on its transferability.



26

BANKFINANCIAL CORPORATION
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(Table amounts in thousands, except share and per share data)

NOTE 7 - FAIR VALUE (continued)




NOTE 7 - FAIR VALUE (continued)

Deposit Liabilities: The estimated fair value for certificates of deposit has been determined by calculating the present value of future cash flows based on estimates of rates the Company would pay on such deposits, applied for the time period until maturity. The estimated fair values of noninterest-bearing demand, NOW, money market, and savings deposits are assumed to approximate their carrying values as management establishes rates on these deposits at a level that approximates the local market area. Additionally, these deposits can be withdrawn on demand.
Borrowings: The estimated fair values of advances from the FHLBC and notes payable are based on current market rates for similar financing. The estimated fair value of securities sold under agreements to repurchase is assumed to equal its carrying value due to the short-term nature of the liability.
Accrued Interest: The estimated fair values of accrued interest receivable and payable are assumed to equal their carrying value.
Off-Balance-Sheet Instruments: Off-balance-sheet items consist principally of unfunded loan commitments, standby letters of credit, and unused lines of credit. The estimated fair values of unfunded loan commitments, standby letters of credit, and unused lines of credit are not material.
While the above estimates are based on management’s judgment of the most appropriate factors, as of the balance sheet date, there is no assurance that the estimated fair values would have been realized if the assets were disposed of or the liabilities settled at that date, since market values may differ depending on the various circumstances. The estimated fair values would also not apply to subsequent dates.
In addition, other assets and liabilities that are not financial instruments, such as premises and equipment, are not included in the above disclosures.
ITEM 2.
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
Cautionary Statement Regarding Forward-Looking Information
Forward Looking Statements
This Quarterly Report on Form 10-Q contains, and other periodic and current reports, press releases and other public stockholder communications of BankFinancial Corporation may contain, forward-looking statements within the meaning of Section 21E of the Securities Exchange Act of 1934, as amended, that involve significant risks and uncertainties. Forward-looking statements may include statements relating to our future plans, strategies and expectations, as well as our future revenues, earnings, losses, financial performance, financial condition, asset quality metrics and future prospects. Forward looking statements are generally identifiable by use of the words “believe,” “may,” “will,” “should,” “could,” “expect,” “estimate,” “intend,” “anticipate,” “project,” “plan,” or similar expressions. Forward looking statements speak only as of the date made. They are frequently based on assumptions that may or may not materialize, and are subject to numerous uncertainties that could cause actual results to differ materially from those anticipated in the forward looking statements. We intend all forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and are including this statement for the purpose of invoking these safe harbor provisions.
Factors that could cause actual results to differ materially from the results anticipated or projected and which could materially and adversely affect our operating results, financial condition or future prospects include, but are not limited to: (i) less than anticipated loan growth due to intense competition for high quality loans and leases, particularly in terms of pricing and credit underwriting, or a dearth of borrowers who meet our underwriting standards; (ii) the impact of re-pricing and competitors’ pricing initiatives on loan and deposit products; (iii) interest rate movements and their impact on the economy, customer behavior and our net interest margin; (iv) adverse economic conditions in general and in the Chicago metropolitan area in particular that could result in increased delinquencies in our loan portfolio or a decline in the value of our investment securities and the collateral for our loans; (v) declines in real estate values that adversely impact the value of our loan collateral, Other Real Estate Owned ("OREO"), asset dispositions and the level of borrower equity in their investments; (vi) borrowers that experience legal or financial difficulties that we do not currently foresee; (vii) results of supervisory monitoring or examinations by regulatory authorities, including the possibility that a regulatory authority could, among other things, require us to increase our allowance for loan losses or adversely change our loan classifications, write-down assets, reduce credit concentrations or maintain specific capital levels; (viii) changes, disruptions or illiquidity in national or global financial markets; (ix) the credit risks of lending activities, including risks that could cause changes in the level and direction of loan delinquencies and charge-offs or changes in estimates relating to the computation of our allowance



27


for loan losses; (x) monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board; (xi) factors affecting our ability to access deposits or cost-effective funding, and the impact of competitors' pricing initiatives on our deposit products; (xii) the impact of new legislation or regulatory changes, including the Dodd-Frank Act and Basel III, on our products, services, operations and operating expenses; (xiii) higher federal deposit insurance premiums; (xiv) higher than expected overhead, infrastructure and compliance costs; (xv) changes in accounting principles, policies or guidelines; and (xvi) privacy and cybersecurity risks, including the risks of business interruption and the compromise of confidential customer information resulting from intrusions.
These risks and uncertainties, as well as the Risk Factors set forth in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. We do not undertake any obligation to update any forward-looking statement in the future, or to reflect circumstances and events that occur after the date on which the forward-looking statement was made.
Critical Accounting Policies
Critical accounting policies are defined as those that are reflective of significant judgments and uncertainties, and could potentially result in materially different results under different assumptions and conditions. We believe that the most critical accounting policies upon which our financial condition and results of operation depend, and which involve the most complex subjective decisions or assessments, are included in the discussion entitled “Critical Accounting Policies” in Item 7, “Management's Discussion and Analysis of Financial Condition and Results of Operations,” in the Company's Annual Report on Form 10-K for the fiscal year ended December 31, 2015, and all amendments thereto, as filed with the Securities and Exchange Commission.
Overview
Loan originations for the first quarter of 2016 reflected the stronger pipelines for multi-family loans and commercial leases that were in place at the beginning of the year. Commercial loan originations and line of credit utilization were lower than expected for health care and direct commercial lessor exposures. Loan payoffs were higher than expected for multi-family loans as more borrowers elected to sell their apartment buildings given the current highly favorable market conditions in many geographic markets. Loan payoff activity for multi-family and non-residential real estate loans also reflected our decision not to compete for certain refinance transactions involving either aggressive amounts of uncontrolled cash-out proceeds to the owners or non-recourse loan structures.
We expect to increase loan portfolio balances for multifamily loans, commercial loans and commercial leases during the remainder of 2016; however, the precise timing of loan origination and loan payoff activity continues to be difficult to predict. The significant market volatility that occurred during the first quarter of 2016 affected credit market conditions in terms of both index values and credit spreads. In response to the changes in market conditions, we updated our credit parameters and pricing to maximize our commercial loan and lease origination opportunities with yields consistent with our established risk allocations and ever-increasing competitive forces.
Deposit balances increased due to our focus on increasing medium-duration certificates of deposit for asset-liability management purposes. Other deposit categories experienced seasonal fluctuations.
Net interest income before recovery increased modestly during the first quarter of 2016. Noninterest income declined due to lower customer transaction volumes on a seasonal basis. Noninterest expense declined despite higher expenses for equity-based compensation, information technology, and seasonal employee benefits costs.
Our ratio of classified assets to total capital remained stable in the first quarter of 2016. Non-accrual loans increased slightly as further improvements in loan portfolio quality resulting from resolutions were offset by ongoing residential loan delinquency trends and our decision to place one legacy Downers Grove National Bank land loan on non-accrual status in preparation for resolution later in 2016. Absent currently unforeseen events, we expect to maintain or improve our asset quality levels during 2016.
We completed the standard regulatory capital adequacy and related loan portfolio and interest rate stress analyses in the first quarter of 2016. Based on the results of these analyses, the Bank paid a dividend of $15.0 million to the Company in April 2016 to be used for general corporate purposes. The resultant tangible and risk-based capital levels at the Bank are not expected to have any material impact on the Bank’s loan portfolio growth capacity.



28


SELECTED FINANCIAL DATA
The following summary information is derived from the consolidated financial statements of the Company. For additional information, reference is made to the Consolidated Financial Statements of the Company and related notes included elsewhere in this Quarterly Report.
 
March 31, 2016
 
December 31, 2015
 
Change
 
(Dollars in thousands)
Selected Financial Condition Data:
 
 
 
 
 
Total assets
$
1,511,808

 
$
1,512,443

 
$
(635
)
Loans, net
1,232,485

 
1,232,257

 
228

Securities, at fair value
111,386

 
114,753

 
(3,367
)
Other real estate owned, net
5,629

 
7,011

 
(1,382
)
Deposits
1,264,689

 
1,212,919

 
51,770

Borrowings
17,621

 
64,318

 
(46,697
)
Equity
209,488

 
212,364

 
(2,876
)

 
Three Months Ended
March 31,
 
 
 
2016
 
2015
 
Change
 
(Dollars in thousands)
Selected Operating Data:
 
 
 
 
 
Interest and dividend income
$
12,759

 
$
12,211

 
$
548

Interest expense
856

 
686

 
170

Net interest income
11,903

 
11,525

 
378

Recovery of loan losses
(490
)
 
(724
)
 
234

Net interest income after recovery of loan losses
12,393

 
12,249

 
144

Noninterest income
1,594

 
1,536

 
58

Noninterest expense
10,930

 
10,513

 
417

Income before income tax expense
3,057

 
3,272

 
(215
)
Income tax expense
1,153

 
1,286

 
(133
)
Net income
$
1,904

 
$
1,986

 
$
(82
)



29


 
Three Months Ended
March 31,
 
2016
 
2015
Selected Financial Ratios and Other Data:
 
 
 
Performance Ratios:
 
 
 
Return on assets (ratio of net income to average total assets) (1)
0.50
%
 
0.55
%
Return on equity (ratio of net income to average equity) (1)
3.59

 
3.64

Average equity to average assets
14.03

 
15.08

Net interest rate spread (1) (2)
3.30

 
3.42

Net interest margin (1) (3)
3.39

 
3.48

Efficiency ratio (4)
80.98

 
80.49

Noninterest expense to average total assets (1)
2.89

 
2.90

Average interest-earning assets to average interest-bearing liabilities
136.26

 
124.76

Dividends declared per share
$
0.05

 
$
0.04

Dividend payout ratio
53.50
%
 
42.50
%
 
At March 31, 2016
 
At December 31, 2015
Asset Quality Ratios:
 
 
 
Nonperforming assets to total assets (5)
0.73
%
 
0.70
%
Nonperforming loans to total loans
0.44

 
0.29

Allowance for loan losses to nonperforming loans
173.69

 
271.30

Allowance for loan losses to total loans
0.76

 
0.78

Capital Ratios:
 
 
 
Equity to total assets at end of period
13.86
%
 
14.04
%
Tier 1 leverage ratio (Bank only)
11.08
%
 
11.33
%
Other Data:
 
 
 
Number of full-service offices
19

 
19

Employees (full-time equivalents)
255

 
251

(1)
Ratios annualized.
(2)
The net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities for the period.
(3)
The net interest margin represents net interest income divided by average total interest-earning assets for the period.
(4)
The efficiency ratio represents noninterest expense, divided by the sum of net interest income and noninterest income.
(5)
Nonperforming assets include nonperforming loans and other real estate owned.
Comparison of Financial Condition at March 31, 2016 and December 31, 2015
Total assets remained stable at $1.512 billion at March 31, 2016 and December 31, 2015. Cash and cash equivalents increased by $6.6 million, or 11.1%, to $65.9 million at March 31, 2016, from $59.4 million at December 31, 2015. This increase was offset by a decrease in securities, other real estate owned and other assets.
At March 31, 2016 and December 31, 2015, loans totaled $1.232 billion. At March 31, 2016, our loan portfolio consisted of $889.2 million of real estate loans, which represented 71.7% of total loans. The Bank’s primary lending area consists of the counties in the State of Illinois where our branch offices are located, and contiguous counties. We derive the most significant portion of our revenues from these geographic areas. We also engage in multi-family lending activities in carefully selected metropolitan areas outside our primary lending area, and engage in certain types of commercial lending and leasing activities on a nationwide basis. At March 31, 2016, $306.8 million, or 59.8%, of our multi-family loans were in the Metropolitan Statistical Area for Chicago, Illinois, while $54.3 million, or 10.6%, were in the Metropolitan Statistical Area for Dallas, Texas, $55.8 million, or 10.9%, were



30


in the Metropolitan Statistical Area for Denver, Colorado, $21.4 million, or 4.2%, were in the Metropolitan Statistical Area for Minneapolis, Minnesota, and $13.0 million, or 2.5%, were in the Metropolitan Statistical Area for Tampa, Florida. This information reflects the location of the collateral, but does not necessarily reflect the location of the borrower.
Total liabilities increased by $2.2 million, or 0.2%, to $1.302 billion at March 31, 2016, from $1.300 billion at December 31, 2015, primarily due to increases in savings accounts and certificates of deposits, which were partially offset by decreases in borrowings, non-interest demand accounts and money market accounts. Total deposits increased $51.8 million, or 4.3%, to $1.265 billion at March 31, 2016, from $1.213 billion at December 31, 2015. Certificates of deposit increased $10.1 million, or 4.8%, to $221.1 million at March 31, 2016, from $211.0 million at December 31, 2015. This increase included $61.5 million in brokered certificates of deposit. Savings accounts increased $4.8 million, or 3.1%, to $161.6 million at March 31, 2016, from $156.8 million at December 31, 2015. Noninterest-bearing demand deposits decreased $16.0 million, or 6.3%, to $238.8 million at March 31, 2016, from $254.8 million at December 31, 2015. Money market and interest-bearing NOW accounts decreased $8.0 million, or 1.4%, to $570.6 million at March 31, 2016, from $578.6 million at December 31, 2015. Core deposits (savings, money market, noninterest-bearing demand and NOW accounts) were 76.8% and 81.6% of total deposits at March 31, 2016 and December 31, 2015, respectively.
Total stockholders’ equity was $209.5 million at March 31, 2016, compared to $212.4 million at December 31, 2015. The decrease in total stockholders’ equity was primarily due to the combined impact of our repurchase of 357,817 shares of our common stock at a total cost of $4.4 million, and our declaration and payment of cash dividends totaling $1.0 million, during the quarter ended March 31, 2016. These items were partially offset by the net income of $1.9 million that we recorded for the three months ended March 31, 2016. The unallocated shares of common stock that our ESOP owns were reflected as a $9.1 million reduction to stockholders’ equity at March 31, 2016, compared to a $9.3 million reduction at December 31, 2015.
Operating results for the three months ended March 31, 2016 and 2015
Net Income. We had net income of $1.9 million for the three months ended March 31, 2016, compared to net income $2.0 million for the three months ended March 31, 2015. Earnings per basic and fully diluted share of common stock were $0.10 for the three months ended March 31, 2016 and March 31, 2015.
Net Interest Income. Net interest income was $11.9 million for the three months ended March 31, 2016, compared to $11.5 million for the same period in 2015. The increase reflected a $548,000, or 4.5%, increase in interest income partially offset by a $170,000, or 24.8%, increase in interest expense.
The increase in interest income was primarily attributable to increases in net average interest-earning assets, which were partially offset by a decrease in the yield on interest-earning assets. Total average interest-earning assets increased $69.4 million, or 5.16%, to $1.414 billion for the three months ended March 31, 2016, from $1.345 billion for the same period in 2015. Our net interest rate spread decreased by 12 basis points to 3.30% for the three months ended March 31, 2016, from 3.42% for the same period in 2015. Our net interest margin decreased by nine basis points to 3.39% for the three months ended March 31, 2016, from 3.48% for the same period in 2015. The decreases in the net interest rate spread and net interest margin resulted from increased average balances partially offset by lower yields on interest-earning assets and increased costs for interest-bearing liabilities. The yield on interest-earning assets decreased five basis points to 3.63% for the three months ended March 31, 2016, from 3.68% for the same period in 2015, and the cost of interest-bearing liabilities increased seven basis points to 0.33% for the three months ended March 31, 2016, from 0.26% for the same period in 2015.



31


Average Balance Sheets
The following table sets forth average balance sheets, average yields and costs, and certain other information. No tax-equivalent yield adjustments were made, as the effect of these adjustments would not be material. Average balances are daily average balances. Nonaccrual loans are 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 and expenses, discounts and premiums and purchase accounting adjustments that are amortized or accreted to interest income or expense.
 
For the Three Months Ended March 31,
 
2016
 
2015
 
Average
Outstanding
Balance
 
Interest
 
Yield/Rate (1)
 
Average
Outstanding
Balance
 
Interest
 
Yield/Rate (1)
 
(Dollars in thousands)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans
$
1,238,270

 
$
12,347

 
4.01
%
 
$
1,164,107

 
$
11,823

 
4.12
%
Securities
118,557

 
314

 
1.07

 
121,958

 
327

 
1.09

Stock in FHLBC
6,257

 
14

 
0.90

 
6,257

 
8

 
0.52

Other
50,924

 
84

 
0.66

 
52,270

 
53

 
0.41

Total interest-earning assets
1,414,008

 
12,759

 
3.63

 
1,344,592

 
12,211

 
3.68

Noninterest-earning assets
99,675

 
 
 
 
 
103,743

 
 
 
 
Total assets
$
1,513,683

 
 
 
 
 
$
1,448,335

 
 
 
 
Interest-bearing liabilities:
 
 
 
 
 
 
 
 
 
 
 
Savings deposits
$
158,320

 
42

 
0.11

 
$
155,853

 
39

 
0.10

Money market accounts
324,516

 
249

 
0.31

 
340,668

 
270

 
0.32

NOW accounts
245,115

 
90

 
0.15

 
347,341

 
88

 
0.10

Certificates of deposit
234,872

 
406

 
0.70

 
230,690

 
287

 
0.50

Total deposits
962,823

 
787

 
0.33

 
1,074,552

 
684

 
0.26

Borrowings
74,907

 
69

 
0.37

 
3,160

 
2

 
0.26

Total interest-bearing liabilities
1,037,730

 
856

 
0.33

 
1,077,712

 
686

 
0.26

Noninterest-bearing deposits
242,290

 
 
 
 
 
130,037

 
 
 
 
Noninterest-bearing liabilities
21,341

 
 
 
 
 
22,127

 
 
 
 
Total liabilities
1,301,361

 
 
 
 
 
1,229,876

 
 
 
 
Equity
212,322

 
 
 
 
 
218,459

 
 
 
 
Total liabilities and equity
$
1,513,683

 
 
 
 
 
$
1,448,335

 
 
 
 
Net interest income
 
 
$
11,903

 
 
 
 
 
$
11,525

 
 
Net interest rate spread (2)
 
 
 
 
3.30
%
 
 
 
 
 
3.42
%
Net interest-earning assets (3)
$
376,278

 
 
 
 
 
$
266,880

 
 
 
 
Net interest margin (4)
 
 
 
 
3.39
%
 
 
 
 
 
3.48
%
Ratio of interest-earning assets to interest-bearing liabilities
136.26
%
 
 
 
 
 
124.76
%
 
 
 
 
(1)
Annualized
(2)
Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.
(3)
Net interest-earning assets represents total interest-earning assets less total interest-bearing liabilities.
(4)
Net interest margin represents net interest income divided by average total interest-earning assets.



32


Provision for Loan Losses
We establish provisions for loan losses, which are charged to operations in order to maintain the allowance for loan losses at a level we consider necessary to absorb probable incurred credit losses in the loan portfolio. In determining the level of the allowance for loan losses, we consider past and current loss experience, evaluations of real estate collateral, current economic conditions, volume and type of lending, adverse situations that may affect a borrower’s ability to repay a loan and the levels of nonperforming and other classified loans. The amount of the allowance is based on estimates and the ultimate losses may vary from such estimates as more information becomes available or events change. We assess the allowance for loan losses on a quarterly basis and make provisions for loan losses in order to maintain the allowance.
We had a recovery of loan losses of $490,000 for the three months ended March 31, 2016, compared to a recovery of $724,000 for the same period in 2015. The provision for or recovery of loan losses is a function of the allowance for loan loss methodology that we use to determine the appropriate level of the allowance for inherent loan losses after net charge-offs have been deducted. The portion of the allowance for loan losses attributable to loans collectively evaluated for impairment decreased $288,000, or 3.0%, to $9.4 million at March 31, 2016, compared to $9.6 million at December 31, 2015. The reserve established for loans individually evaluated for impairment increased $13,000, or 29.5%, to $57,000 for the three months ended March 31, 2016. Net recoveries were $215,000 for the three months ended March 31, 2016. The allowance for loan losses as a percentage of nonperforming loans was 173.69% at March 31, 2016, compared to 271.30% at December 31, 2015.
A loan balance is classified as a loss and charged-off when it is confirmed that there is no readily apparent source of repayment for the portion of the loan that is classified as loss. Confirmation can occur upon the receipt of updated third-party appraisal valuation information indicating that there is a low probability of repayment upon sale of the collateral, the final disposition of collateral where the net proceeds are insufficient to pay the loan balance in full, our failure to obtain possession of certain consumer-loan collateral within certain time limits specified by applicable federal regulations, the conclusion of legal proceedings where the borrower’s obligation to repay is legally discharged (such as a Chapter 7 bankruptcy proceeding), or when it appears that further formal collection procedures are not likely to result in net proceeds in excess of the costs to collect.
Noninterest Income
 
Three Months Ended
March 31,
 
 
 
2016
 
2015
 
Change
 
(Dollars in thousands)
Deposit service charges and fees
$
567

 
$
465

 
$
102

Other fee income
495

 
535

 
(40
)
Insurance commissions and annuities income
55

 
63

 
(8
)
Gain on sale of loans, net
18

 
27

 
(9
)
Gain on sales of securities
46

 
—

 
46

Loan servicing fees
73

 
90

 
(17
)
Amortization of servicing assets
(28
)
 
(35
)
 
7

Recovery (impairment) of servicing assets
(3
)
 
10

 
(13
)
Earnings on bank owned life insurance
51

 
49

 
2

Trust income
160

 
174

 
(14
)
Other
160

 
158

 
2

Total noninterest income
$
1,594

 
$
1,536

 
$
58

Noninterest income remained stable, totaling $1.6 million for the three months ended March 31, 2016, compared to $1.5 million for the three months ended March 31, 2015. Deposit service charges and fees increased $102,000 and other fee income decreased $40,000, respectively, for the three months ended March 31, 2016. Noninterest income for the three months ended March 31, 2016 included an $18,000 gain on sale of loans, compared to a $27,000 gain on sale of loans that was recorded for the same period in 2015. The results for the three months ended March 31, 2016 also included a $46,000 gain on the sale of certain securities the Bank acquired in its acquisition of Downers Grove National Bank in 2011.



33


Noninterest Expense
 
Three Months Ended
March 31,
 
 
 
2016
 
2015
 
Change
 
(Dollars in thousands)
Compensation and benefits
$
5,993

 
$
5,581

 
$
412

Office occupancy and equipment
1,647

 
1,695

 
(48
)
Advertising and public relations
222

 
344

 
(122
)
Information technology
724

 
639

 
85

Supplies, telephone and postage
376

 
411

 
(35
)
Amortization of intangibles
136

 
142

 
(6
)
Nonperforming asset management
84

 
90

 
(6
)
Loss (gain) on sale other real estate owned
38

 
(58
)
 
96

Valuation adjustments of other real estate owned
119

 
213

 
(94
)
Operations of other real estate owned
219

 
199

 
20

FDIC insurance premiums
217

 
235

 
(18
)
Other
1,155

 
1,022

 
133

Total noninterest expense
$
10,930

 
$
10,513

 
$
417

Noninterest expense increased by $417,000, or 4.0%, to $10.9 million for the three months ended March 31, 2016, from $10.5 million for the same period in 2015. The increase was primarily due to a $412,000, or 7.4%, increase in compensation and benefits expense resulting from the combined impact of a $245,000 expense for stock-based compensation and incentive compensation accruals. Increases in information technology expense, other expense and loss on sale of other real estate owned were substantially offset by lower advertising and public relations expense, lower occupancy expense and lower valuation adjustments on OREO. Other expenses included a provision of $120,000 for mortgage representation and warranty reserve for mortgage loans sold. Valuation adjustments of OREO based on updated appraisals decreased to $119,000 for the three months ended March 31, 2016, from $213,000 for the same period in 2015.
Income Taxes
For the three months ended March 31, 2016, we recorded income tax expense of $1.2 million, compared to $1.3 million for the three months ended March 31, 2015. Our effective tax rate for the three months ended March 31, 2016 was 37.7%, compared to 39.3% for the same period in 2015.
Nonperforming Loans and Assets
We review loans on a regular basis, and generally place loans on nonaccrual status when either principal or interest is 90 days or more past due. In addition, the Company places loans on nonaccrual status when we do not expect to receive full payment of interest or principal. Interest accrued and unpaid at the time a loan is placed on nonaccrual status is reversed from interest income. Interest payments received on nonaccrual loans are recognized in accordance with our significant accounting policies. Once a loan is placed on nonaccrual status, the borrower must generally demonstrate at least six months of payment performance before the loan is eligible to return to accrual status. We may have loans classified as 90 days or more delinquent and still accruing. Generally, we do not utilize this category of loan classification unless: (1) the loan is repaid in full shortly after the period end date; (2) the loan is well secured and there are no asserted or pending legal barriers to its collection; or (3) the borrower has remitted all scheduled payments and is otherwise in substantial compliance with the terms of the loan, but the processing of loan payments actually received or the renewal of the loan has not occurred for administrative reasons. At March 31, 2016, we had no loans in this category.
We typically obtain new third–party appraisals or collateral valuations when we place a loan on nonaccrual status, conduct impairment testing or conduct a TDR analysis unless the existing valuation information for the collateral is sufficiently current to comply with the requirements of our Appraisal and Collateral Valuation Policy (“ACV Policy”). We also obtain new third–party appraisals or collateral valuations when the judicial foreclosure process concludes with respect to real estate collateral, and when we otherwise acquire actual or constructive title to real estate collateral. In addition to third–party appraisals, we use updated valuation information based on Multiple Listing Service data, broker opinions of value, actual sales prices of similar assets sold by us and approved sales prices in response to offers to purchase similar assets owned by us to provide interim valuation information



34


for consolidated financial statement and management purposes. Our ACV Policy establishes the maximum useful life of a real estate appraisal at 18 months. Because appraisals and updated valuations utilize historical or “ask–side” data in reaching valuation conclusions, the appraised or updated valuation may or may not reflect the actual sales price that we will receive at the time of sale.
Real estate appraisals may include up to three approaches to value: the sales comparison approach, the income approach (for income-producing property) and the cost approach. Not all appraisals utilize all three approaches. Depending on the nature of the collateral and market conditions, we may emphasize one approach over another in determining the fair value of real estate collateral. Appraisals may also contain different estimates of value based on the level of occupancy or planned future improvements. “As-is” valuations represent an estimate of value based on current market conditions with no changes to the use or condition of the real estate collateral. “As-stabilized” or “as-completed” valuations assume the real estate collateral will be improved to a stated standard or achieve its highest and best use in terms of occupancy. “As-stabilized” or “as-completed” valuations may be subject to a present value adjustment for market conditions or the schedule of improvements.
As part of the asset classification process, we develop an exit strategy for real estate collateral or OREO by assessing overall market conditions, the current use and condition of the asset, and its highest and best use. For most income–producing real estate, we believe that investors value most highly a stable income stream from the asset; consequently, we perform a comparative evaluation to determine whether conducting a sale on an “as–is”, “as–stabilized” or “as–completed” basis is most likely to produce the highest net realizable value. If we determine that the “as–stabilized” or “as–completed” basis is appropriate, we then complete the necessary improvements or tenant stabilization tasks, with the applicable time value discount and improvement expenses incorporated into our estimates of the expected costs to sell. As of March 31, 2016, substantially all impaired real estate loan collateral and OREO were valued on an “as–is basis.”
Estimates of the net realizable value of real estate collateral also include a deduction for the expected costs to sell the collateral or such other deductions from the cash flows resulting from the operation and liquidation of the asset as are appropriate. For most real estate collateral subject to the judicial foreclosure process, we generally apply a 10.0% deduction to the value of the asset to determine the expected costs to sell the asset. This estimate includes one year of real estate taxes, sales commissions and miscellaneous repair and closing costs. If we receive a purchase offer that requires unbudgeted repairs, or if the expected resolution period for the asset exceeds one year, we then include, on a case-by-case basis, the costs of the additional real estate taxes and repairs and any other material holding costs in the expected costs to sell the collateral. For OREO, we generally apply a 7.0% deduction to determine the expected costs to sell, as expenses for real estate taxes and repairs are expensed when incurred.



35


Nonperforming Assets Summary
The following table below sets forth the amounts and categories of our nonperforming loans and nonperforming assets.
 
March 31, 2016
 
December 31, 2015
 
Change
 
(Dollars in thousands)
Nonaccrual loans:
 
 
 
 
 
One-to-four family residential real estate
$
3,370

 
$
2,455

 
$
915

Multi-family mortgage
953

 
821

 
132

Nonresidential real estate
295

 
296

 
(1
)
Construction and land
803

 
—

 
803

 
5,421

 
3,572

 
1,849

Other real estate owned:
 
 
 
 
 
One-to-four family residential
2,619

 
2,621

 
(2
)
Multi-family mortgage
737

 
951

 
(214
)
Nonresidential real estate
1,135

 
1,747

 
(612
)
Land
1,138

 
1,692

 
(554
)
 
5,629

 
7,011

 
(1,382
)
Total nonperforming assets
$
11,050

 
$
10,583

 
$
467

Ratios:
 
 
 
 
 
Nonperforming loans to total loans
0.44
%
 
0.29
%
 
 
Nonperforming assets to total assets
0.73

 
0.70

 
 
Nonperforming Assets
Nonperforming assets totaled $11.1 million at March 31, 2016, compared to $10.6 million at December 31, 2015. The increase reflected a $1.8 million increase in nonaccrual loans, which was partially offset by the disposition of $1.3 million of OREO.
One residential real estate loan with a book balance of approximately $65,000 was transferred from nonaccrual loans to OREO during the three months ended March 31, 2016. We continue to experience modest quantities of defaults on residential real estate loans principally due either to the borrower’s personal financial condition or deteriorated collateral value.
Liquidity and Capital Resources
Liquidity. The overall objective of our liquidity management is to ensure the availability of sufficient cash funds to meet all financial commitments and to take advantage of investment opportunities. We manage liquidity in order to meet deposit withdrawals on demand or at contractual maturity, to repay borrowings as they mature, and to fund new loans and investments as opportunities arise.
Our primary sources of funds are deposits, principal and interest payments on loans and securities, and, to a lesser extent, wholesale borrowings, the proceeds from maturing securities and short-term investments, and the proceeds from the sales of loans and securities and lease payments. The scheduled amortization of loans and securities, as well as proceeds from borrowings, are predictable sources of funds. Other funding sources, however, such as deposit inflows, mortgage prepayments and mortgage loan sales are greatly influenced by market interest rates, economic conditions and competition. We anticipate that we will have sufficient funds available to meet current loan commitments and lines of credit and maturing certificates of deposit that are not renewed or extended. We generally remain fully invested and utilize additional sources of funds through FHLBC advances. We had advances from the FHLBC of $15.0 million at March 31, 2016, and $62.0 million at December 31, 2015.
As of March 31, 2016, we were not aware of any known trends, events or uncertainties that had or were reasonably likely to have a material impact on our liquidity. As of March 31, 2016, we had no other material commitments for capital expenditures.



36


Capital Management
Capital Management - Bank. The overall objectives of our capital management are to ensure the availability of sufficient capital to support loan, deposit and other asset and liability growth opportunities and to maintain capital to absorb unforeseen losses or write-downs that are inherent in the business risks associated with the banking industry. We seek to balance the need for higher capital levels to address such unforeseen risks and the goal to achieve an adequate return on the capital invested by our stockholders.
The Bank and bank holding company are subject to regulatory capital requirements administered by the federal banking agencies. capital adequacy guidelines and, additionally for banks, prompt corrective action regulations, involve quantitative measure of assets, liabilities, and certain off-balance-sheet items calculated under regulatory accounting practices. Capital amounts and classifications are also subject to qualitative judgments by regulators. Failure to meet minimum capital requirements can result in the initiation of regulatory actions. The final rules implementing Basel Committee on Banking Supervision's capital guidelines for U.S. banks (Basel III rules) became effective for the Company on January 1, 2015 with full compliance with all of the requirements being phased in over a multi-year schedule, and fully phased in by January 1, 2019. The net unrealized gain or loss on available for sale securities is not included in computing regulatory capital.
Prompt corrective action regulations provide five classifications: well capitalized, adequately capitalized, undercapitalized, significantly undercapitalized, and critically undercapitalized, although these terms are not used to represent overall financial condition. If adequately capitalized, regulatory approval is required to accept brokered deposits. If undercapitalized, capital distributions are limited, as is asset growth and expansion, and capital restoration plans are required.
The Company and the Bank have each adopted Regulatory Capital Plans that require the Bank to maintain a Tier 1 leverage ratio of at least 8% and a total risk-based capital ratio of at least 12% (excluding the Capital Conservation Buffer ("CCB"). The minimum capital ratios set forth in the Regulatory Capital Plans will be increased and other minimum capital requirements will be established if and as necessary. In accordance with the Regulatory Capital Plans, neither the Company nor the Bank will pursue any acquisition or growth opportunity, declare any dividend or conduct any stock repurchase that would cause the Bank's total risk-based capital ratio and/or its Tier 1 leverage ratio to fall below the established minimum capital levels, or capital levels required for capital adequacy plus the CCB. The minimum CCB in 2016 is 0.625% and will increase 0.625% annually through 2019 to 2.5%. In addition, the Company will continue to maintain its ability to serve as a source of financial strength to the Bank by holding at least $5.0 million of cash or liquid assets for that purpose. As of March 31, 2016, the Bank and the Company were well-capitalized, with all capital ratios exceeding the well-capitalized requirement. There are no conditions or events that management believes have changed the Bank’s prompt corrective action capitalization category.
Actual and required capital amounts and ratios were:
 
Actual
 
Required for Capital Adequacy Purposes
 
To be Well-Capitalized under Prompt Corrective Action Provisions
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
(Dollars in thousands)
March 31, 2016
 
 
 
 
 
 
 
 
 
 
 
Total capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
196,386

 
17.80
%
 
$
88,898

 
8.00
%
 
N/A
 
N/A
BankFinancial, F.S.B.
174,605

 
15.83

 
88,881

 
8.00

 
$
111,102

 
10.00
%
Tier 1 (core) capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
Consolidated
186,964

 
16.95

 
66,674

 
6.00

 
N/A
 
N/A
BankFinancial, F.S.B.
165,183

 
14.98

 
66,661

 
6.00

 
88,881

 
8.00

Common Tier 1 (CET1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
186,964

 
16.95

 
50,005

 
4.50

 
N/A
 
N/A
BankFinancial, F.S.B.
165,183

 
14.98

 
49,996

 
4.50

 
72,216

 
6.50

Tier 1 (core) capital (to adjusted average total assets):
 
 
 
 
 
 
 
 
Consolidated
186,964

 
12.53

 
57,043

 
4.00

 
N/A
 
N/A
BankFinancial, F.S.B.
165,183

 
11.08

 
57,039

 
4.00

 
71,299

 
5.00




37


 
Actual
 
Actual
 
Actual
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
(Dollars in thousands)
December 31, 2015
 
 
 
 
 
 
 
 
 
 
 
Total capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
 
Consolidated
$
198,738

 
17.89
%
 
$
88,898

 
8.00
%
 
N/A
 
N/A
BankFinancial, F.S.B.
171,239

 
15.41

 
88,881

 
8.00

 
$
111,102

 
10.00
%
Tier 1 (core) capital (to risk-weighted assets):
 
 
 
 
 
 
 
 
 
 
Consolidated
189,044

 
17.01

 
66,674

 
6.00

 
N/A
 
N/A
BankFinancial, F.S.B.
161,545

 
14.54

 
66,661

 
6.00

 
88,881

 
8.00

Common Tier 1 (CET1)
 
 
 
 
 
 
 
 
 
 
 
Consolidated
189,044

 
17.01

 
50,005

 
4.50

 
N/A
 
N/A
BankFinancial, F.S.B.
161,545

 
14.54

 
49,996

 
4.50

 
72,216

 
6.50

Tier 1 (core) capital (to adjusted average total assets):
 
 
 
 
 
 
 
 
Consolidated
189,044

 
13.26

 
57,043

 
4.00

 
N/A
 
N/A
BankFinancial, F.S.B.
161,545

 
11.33

 
57,039

 
4.00

 
71,299

 
5.00

The Bank paid a dividend of $15.0 million to the Company in April 2016 to be used for general corporate purposes.
Capital Management - Company Total stockholders’ equity was $209.5 million at March 31, 2016, compared to $212.4 million at December 31, 2015. The decrease in total stockholders’ equity was primarily due to the combined impact of our repurchase of 357,817 shares of our common stock at a total cost of $4.4 million, and our declaration and payment of cash dividends totaling $1.0 million, during the quarter ended March 31, 2016. These items were partially offset by net income of $1.9 million that we recorded for the three months ended March 31, 2016. The unallocated shares of common stock that our ESOP owns were reflected as a $9.1 million reduction to stockholders’ equity at March 31, 2016, compared to a $9.3 million reduction at December 31, 2015.
Quarterly Cash Dividends. We declared $0.05 and $0.04 of dividends per share for the three months ended March 31, 2016 and March 31, 2015, respectively.
Stock Repurchase Program. On March 30, 2015, the Company announced that its Board of Directors had authorized the repurchase of up to 1,055,098 shares of the Company’s common stock, which represented approximately 5% of the Company’s then issued and outstanding shares of common stock. On December 28, 2015, the Board of Directors extended this repurchase authorization from December 31, 2015 to December 31, 2016, and increased the number of shares that can be repurchased in accordance with the authorization by 1,046,868. As of March 31, 2016, the Company had repurchased 1,162,466 shares of its common stock out of the 2,101,966 shares of common stock authorized under this repurchase authorization.
ITEM 3.QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK
Qualitative Analysis. A significant form of market risk is interest rate risk. Interest rate risk results from timing differences in the maturity or repricing of our assets, liabilities and off balance sheet contracts (i.e., forward loan commitments), the effect of loan prepayments and deposit withdrawals, the difference in the behavior of lending and funding rates arising from the use of different indices and “yield curve risk” arising from changing rate relationships across the spectrum of maturities for constant or variable credit risk investments. In addition to directly affecting net interest income, changes in market interest rates can also affect the amount of new loan originations, the ability of borrowers to repay variable rate loans, the volume of loan prepayments and refinancings, the carrying value of investment securities classified as available-for-sale and the flow and mix of deposits.
The general objective of our interest rate risk management is to determine the appropriate level of risk given our business strategy and then manage that risk in a manner that is consistent with our policy to reduce, to the extent possible, the exposure of our net interest income to changes in market interest rates. Our Asset/Liability Management Committee (“ALCO”), which consists of certain members of senior management, evaluates the interest rate risk inherent in certain assets and liabilities, our operating environment and capital and liquidity requirements, and modifies our lending, investing and deposit gathering strategies accordingly. The Board of Directors’ Asset/Liability Management Committee then reviews the ALCO’s activities and strategies, the effect of those strategies on our net interest margin, and the effect that changes in market interest rates would have on the



38


economic value of our loan and securities portfolios as well as the intrinsic value of our deposits and borrowings, and reports to the full Board of Directors.
We actively evaluate interest rate risk in connection with our lending, investing and deposit activities. In an effort to better manage interest-rate risk, we have de-emphasized the origination of residential mortgage loans, and have increased our emphasis on the origination of nonresidential real estate loans, multi-family mortgage loans, commercial loans and commercial leases. In addition, depending on market interest rates and our capital and liquidity position, we generally sell all or a portion of our longer-term, fixed-rate residential loans, usually on a servicing-retained basis. Further, we primarily invest in shorter-duration securities, which generally have lower yields compared to longer-term investments. Shortening the average maturity of our interest-earning assets by increasing our investments in shorter-term loans and securities, as well as loans with variable rates of interest, helps to better match the maturities and interest rates of our assets and liabilities, thereby reducing the exposure of our net interest income to changes in market interest rates. Finally, we have classified all of our investment portfolio as available-for-sale so as to provide flexibility in liquidity management.
We utilize a combination of analyses to monitor the Bank’s exposure to changes in interest rates. The economic value of equity analysis is a model that estimates the change in net portfolio value (“NPV”) over a range of interest rate scenarios. NPV is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts. In calculating changes in NPV, we assume estimated loan prepayment rates, reinvestment rates and deposit decay rates that seem most likely based on historical experience during prior interest rate changes.
Our net interest income analysis utilizes the data derived from the dynamic GAP analysis, described below, and applies several additional elements, including actual interest rate indices and margins, contractual limitations such as interest rate floors and caps and the U.S. Treasury yield curve as of the balance sheet date. In addition, we apply consistent parallel yield curve shifts (in both directions) to determine possible changes in net interest income if the theoretical yield curve shifts occurred instantaneously. Net interest income analysis also adjusts the dynamic GAP repricing analysis based on changes in prepayment rates resulting from the parallel yield curve shifts.
Our dynamic GAP analysis determines the relative balance between the repricing of assets and liabilities over multiple periods of time (ranging from overnight to five years). Dynamic GAP analysis includes expected cash flows from loans and mortgage-backed securities, applying prepayment rates based on the differential between the current interest rate and the market interest rate for each loan and security type. This analysis identifies mismatches in the timing of asset and liability repricing but does not necessarily provide an accurate indicator of interest rate risk because it omits the factors incorporated into the net interest income analysis.
Quantitative Analysis. The following table sets forth, as of March 31, 2016, the estimated changes in the Bank’s NPV and net interest income that would result from the designated instantaneous parallel shift in the U.S. Treasury yield curve. 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.
 
Estimated Increase (Decrease) in NPV
 
Increase (Decrease) in Estimated
Net Interest Income
Change in Interest Rates (basis points)
Amount
 
Percent
 
Amount
 
Percent
 
(Dollars in thousands)
+400
$
(26,033
)
 
(10.71
)%
 
$
1,421

 
3.11
 %
+300
(14,827
)
 
(6.10
)
 
1,152

 
2.52

+200
(5,343
)
 
(2.20
)
 
994

 
2.18

+100
4,878

 
2.01

 
584

 
1.28

0
 
 
 
 
 
 
 
-25
(904
)
 
(0.37
)
 
(370
)
 
(0.81
)
The table set forth above indicates that at March 31, 2016, in the event of an immediate 25 basis point decrease in interest rates, the Bank would be expected to experience a 0.37% decrease in NPV and a $370,000 decrease in net interest income. In the event of an immediate 200 basis point increase in interest rates, the Bank would be expected to experience a 2.20% decrease in NPV and a $994,000 increase in net interest income. This data does not reflect any actions that we may undertake in response to changes in interest rates, such as changes in rates paid on certain deposit accounts based on local competitive factors, which could reduce the actual impact on NPV and net interest income, if any.



39


Certain shortcomings are inherent in the methodology used in the above interest rate risk measurements. Modeling changes in NPV and net interest income requires that we make certain assumptions that may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. The NPV and net interest income table presented above assumes that the composition of our interest-rate-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and, accordingly, the data does not reflect any actions that we may undertake in response to changes in interest rates, such as changes in rates paid on certain deposit accounts based on local competitive factors. The table also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or the repricing characteristics of specific assets and liabilities. Because of the shortcomings mentioned above, management considers many additional factors such as projected changes in loan and deposit balances and various projected forward interest rate scenarios when evaluating strategies for managing interest rate risk. Accordingly, although the NPV and net interest income table provides an indication of our sensitivity to interest rate changes 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 our net interest income and will differ from actual results.
ITEM 4.
 CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chairman, Chief Executive Officer and President and the Executive Vice President and 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 March 31, 2016. Based on that evaluation, the Company’s management, including the Chairman, President, and Chief Executive Officer and the Executive Vice President and Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.
During the quarter ended March 31, 2016, 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.



40


PART II
ITEM 1.
LEGAL PROCEEDINGS
The Company and its subsidiaries are subject to various legal actions arising in the normal course of business. In the opinion of management, based on currently available information, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s results of operations.
ITEM 1A.
RISK FACTORS
There have been no material changes to the risk factors disclosed in the Company’s Annual Report on Form 10-K for the year ended December 31, 2015.
ITEM 2.
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(a)
Unregistered Sale of Equity Securities. Not applicable.
(b)
Use of Proceeds. Not applicable
(c)
Repurchases of Equity Securities.
The following table sets forth information in connection with purchases of our common stock made by, or, on behalf of us, during the first quarter of 2016:
Period
 
Total Number of Shares Purchased
 
Average Price Paid per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number of Shares that May Yet be Purchased under the Plans or Programs (1)
January 1, 2016 through January 31, 2016
 
97,317
 
$
12.90

 
97,317
 
1,200,000

February 1, 2016 through February 29, 2016
 
67,900
 
12.04

 
67,900
 
1,132,100

March 1, 2016 through March 31, 2016
 
192,600
 
11.97

 
192,600
 
939,500

 
 
357,817
 
 
 
357,817
 
 
On March 30, 2015, the Company announced that the Board had authorized the repurchase of up to 1,055,098 shares of the Company’s common stock, which represented approximately 5% of the Company’s issued and outstanding shares of common stock. On December 28, 2015, the Board extended this repurchase authorization from December 31, 2015 to December 31, 2016, and increased the number of shares that can be repurchased in accordance with the authorization by 1,046,868. As of March 31, 2016, the Company had repurchased 1,162,466 shares of its common stock out of the 2,101,966 shares of common stock authorized under this repurchase authorization.
ITEM 3.
DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4.
MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5.
OTHER INFORMATION
None.
ITEM 6.
EXHIBITS



41


Exhibit Number
 
Description
31.1
 
Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
31.2
 
Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
32
 
Certification of Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002*
101
 
The following financial statements from the BankFinancial Corporation Quarterly Report on Form 10-Q for the quarter ended March 31, 2016, formatted in Extensive Business Reporting Language (XBRL): (i) consolidated statement of conditions, (ii) consolidated statements of operations, (iii) consolidated statements of cash flows and (iv) the notes to consolidated financial statements.

*
A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.



42


SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
 
 
BANKFINANCIAL CORPORATION
 
 
 
 
 
 
 
Dated:
April 27, 2016
 
By:
/s/ F. Morgan Gasior
 
 
 
 
 
F. Morgan Gasior
 
 
 
 
 
Chairman of the Board, Chief Executive Officer and President
 
 
 
 
 
 
 
 
 
 
/s/ Paul A. Cloutier
 
 
 
 
 
Paul A. Cloutier
 
 
 
 
 
Executive Vice President and Chief Financial Officer




43

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