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, 2017

 

OR

 

¨

Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

 

For the transition period from _______________ to ______________________

 

Commission File No. 001-37912

 

Bancorp 34, Inc.

(Exact name of registrant as specified in its charter)

 

Maryland		74-2819148
(State or other jurisdiction of		(I.R.S. Employer
incorporation or organization)		Identification Number)
500 East 10th Street, Alamogordo, New Mexico		88310
(Address of Principal Executive Offices)		Zip Code

 

(575) 437-9334

(Registrant’s telephone number)

 

	N/A
(Former name, former address and former fiscal year, 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 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, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer	¨	Accelerated filer	¨
Non-accelerated filer	¨	(Do not check if a smaller reporting company)
		Smaller reporting company	¨
		Emerging growth company	x

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ¨

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). YES ¨   NO x

 

Shares of the Registrant’s common stock, par value $0.01 per share, issued and outstanding as of May 3, 2017 were 3,438,190.

 

 

Bancorp 34, Inc.
FORM 10-Q

 

Index

 

		Page
Part I. Financial Information
Item 1.	Financial Statements
	Consolidated Balance Sheets as of March 31, 2017 (unaudited) and December 31, 2016	3
	Consolidated Statements of Comprehensive Income for the Three Months Ended March 31, 2017 and 2016 (unaudited)	4
	Consolidated Statements of Stockholders’ Equity for the Three Months Ended March 31, 2017 and 2016 (unaudited)	5
	Consolidated Statements of Cash Flows for the Three Months Ended March 31, 2017 and 2016 (unaudited)	6
	Notes to Consolidated Financial Statements (unaudited)	7
Item 2.	Management’s Discussion and Analysis of Financial Condition and Results of Operations	22
Item 3.	Quantitative and Qualitative Disclosures about Market Risk	32
Item 4.	Controls and Procedures	32
Part II. Other Information
Item 1.	Legal Proceedings	32
Item 1A.	Risk Factors	32
Item 2.	Unregistered Sales of Equity Securities and Use of Proceeds	32
Item 3.	Defaults upon Senior Securities	32
Item 4.	Mine Safety Disclosures	32
Item 5.	Other Information	32
Item 6.	Exhibits	33
Signatures		34

 

 

Item 1. Financial Statements

 

BANCORP 34, INC.

CONSOLIDATED BALANCE SHEETS - UNAUDITED

 

		March 31, 2017				December 31, 2016
ASSETS
Cash and due from banks		$	5,101,212			$	4,766,344
Interest-bearing deposits with banks			8,935,000				11,645,000
Total cash and cash equivalents			14,036,212				16,411,344
Loans held for investment			260,493,919				243,905,382
Allowance for loan losses			(2,763,483	)			(2,506,033	)
Loans held for investment, net			257,730,436				241,399,349
Loans held for sale			7,453,804				14,221,163
Available-for-sale securities			29,709,130				31,499,132
Premises and equipment, net			10,151,878				10,113,470
Stock in financial institutions			3,585,961				3,575,061
Accrued interest receivable			753,897				790,085
Deferred income taxes, net			4,473,586				4,317,017
Bank owned life insurance			5,511,407				5,481,168
Core deposit intangible, net			266,132				282,932
Prepaid and other assets			607,453				776,477
TOTAL ASSETS		$	334,279,896			$	328,867,198
LIABILITIES AND STOCKHOLDERS’ EQUITY
Liabilities
Deposits
Demand deposits		$	42,504,862			$	36,426,382
Savings and NOW deposits			127,361,873				124,535,039
Time deposits			60,300,266				63,560,582
Total deposits			230,167,001				224,522,003
Federal Home Loan Bank advances			50,000,000				50,000,000
Escrows			381,462				315,175
Accrued interest and other liabilities			3,125,698				3,253,443
Total liabilities			283,674,161				278,090,621
Commitments and contingencies			-				-
Stockholders’ equity
Common stock, $0.01 par value, 20,000,000 authorized, 3,438,190 issued and outstanding.			34,382				34,382
Additional paid-in capital			27,166,286				27,161,856
Retained earnings			25,502,257				25,700,007
Accumulated other comprehensive loss, net of tax			(354,925	)			(363,437	)
Unearned employee stock ownership plan (ESOP) shares			(1,742,265	)			(1,756,231	)
Total stockholders’ equity			50,605,735				50,776,577
TOTAL LIABILITIES AND STOCKHOLDERS’ EQUITY		$	334,279,896			$	328,867,198

  

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

 

 

BANCORP 34, INC.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME - UNAUDITED

 

		Three Months Ended March 31,
		2017				2016
Interest income
Interest and fees on loans		$	3,438,270			$	2,918,231
Interest on securities			130,466				120,407
Interest on other interest-earning assets			53,981				22,299
Total interest income			3,622,717				3,060,937
Interest expense
Interest on deposits			376,308				364,808
Interest on borrowings			103,075				10,808
Total interest expense			479,383				375,616
Net interest income			3,143,334				2,685,321
Provision for loan losses			250,000				52,000
Net interest income after provision for loan losses			2,893,334				2,633,321
Noninterest income
Gain on sale of loans			1,964,472				1,688,434
Service charges and fees			85,957				99,157
Bank owned life insurance income			42,813				43,024
Other			6,791				53,151
Total noninterest income			2,100,033				1,883,766
Noninterest expense
Salaries and benefits			3,299,346				2,581,184
Occupancy			423,758				451,529
Data processing fees			607,023				358,690
FDIC and other insurance expense			56,611				71,400
Professional fees			377,870				402,951
Advertising			141,881				52,389
Net other real estate expenses			80				2,756
Other			430,220				575,332
Total noninterest expense			5,336,789				4,496,231
(Loss) Income before income taxes			(343,422	)			20,856
Provision (benefit) for income taxes			(145,672	)			15,000
NET (LOSS) INCOME			(197,750	)			5,856
Other comprehensive income
Decrease in unrealized loss on available-for-sale securities			8,512				225,683
COMPREHENSIVE (LOSS) INCOME		$	(189,238	)		$	231,539
Income per common share:
Basic		$	(0.06	)		$	-
Diluted		$	(0.06	)		$	-

 

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

 

 

BANCORP 34, INC.

CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY - UNAUDITED

 

														Accumulated
														Other
						Additional								Comprehensive								Unearned				Total
		Common				Paid-In				Retained				Income				Treasury				ESOP				Stockholders'
		Stock				Capital				Earnings				(Loss)				Stock				Shares				Equity
BALANCE, DECEMBER 31, 2015		$	168,513			$	9,713,894			$	20,404,880			$	(216,047	)		$	(139,332	)		$	(288,184	)		$	29,643,724
Net income			-				-				5,856				-				-				-				5,856
Unrealized (loss) on available-for-sale securities			-				-				-				225,683				-				-				225,683
Amortization of ESOP award			-				1,315				-				-				-				13,746				15,061
BALANCE, MARCH 31, 2016		$	168,513			$	9,715,209			$	20,410,736			$	9,636			$	(139,332	)		$	(274,438	)		$	29,890,324
BALANCE, DECEMBER 31, 2016		$	34,382			$	27,161,856			$	25,700,007			$	(363,437	)		$	-			$	(1,756,231	)		$	50,776,577
Net loss			-				-				(197,750	)			-				-				-				(197,750	)
Unrealized (loss) on available-for-sale securities			-				-				-				8,512				-				-				8,512
Amortization of ESOP award			-				4,430				-				-				-				13,966				18,396
BALANCE, MARCH 31, 2017		$	34,382			$	27,166,286			$	25,502,257			$	(354,925	)		$	-			$	(1,742,265	)		$	50,605,735

 

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

 

 

BANCORP 34, INC.

CONSOLIDATED STATEMENTS OF CASH FLOWS - UNAUDITED

 

 

		Three Months Ended March 31,
		2017				2016
Cash flows from operating activities
Net (loss) income		$	(197,750	)		$	5,856
Adjustments to reconcile net (loss) income to net cash from operating activities:
Depreciation and amortization			162,936				151,091
Stock dividend on financial institution stock			(10,900	)			(6,114	)
Amortization of premiums and discounts on securities, net			123,681				122,978
Amortization of ESOP award			18,396				15,061
Amortization of core deposit intangible			16,800				21,543
Gain on sale of loans			(1,964,472	)			(1,688,434	)
Proceeds from sale of loans held for sale			54,375,713				44,263,954
Funding of loans held for sale			(45,534,685	)			(47,590,265	)
Provision for loan losses			250,000				52,000
Earnings on bank-owned life insurance			(30,239	)			(31,229	)
Deferred income tax expense			(41,019	)			-
Changes in operating assets and liabilities:
Accrued interest receivable			36,188				20,617
Prepaid and other assets			48,321				(1,404,241	)
Accrued interest and other liabilities			(127,745	)			97,019
Net cash provided (used) by operating activities			7,125,225				(5,970,164	)
Cash flows from investing activities
Proceeds from principal payments on available-for-sale securities			1,679,986				1,354,204
Purchases of available-for-sale securities			-				(2,102,266	)
Net change in loans held for investment			(16,690,284	)			(4,060,195	)
Purchases of premises and equipment			(201,344	)			(149,886	)
Net cash used for investing activities			(15,211,642	)			(4,958,143	)
Cash flows from financing activities
Net change in deposits			5,644,998				8,928,457
Net change in escrows			66,287				92,784
Net change in Federal Home Loan Bank advances			-				(2,000,000	)
Net cash provided by financing activities			5,711,285				7,021,241
Net (decrease) in cash and cash equivalents			(2,375,132	)			(3,907,066	)
Cash and cash equivalents, beginning of period			16,411,344				19,824,864
Cash and cash equivalents, end of period		$	14,036,212			$	15,917,798
Supplemental disclosures:
Interest paid		$	481,504			$	378,436
Income taxes paid		$	25,940			$	15,000
Noncash investing and financing activities:
Transfers of loans to other real estate		$	-			$	195,558

 

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

 

 

BANCORP 34, INC.

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS - UNAUDITED

 

NOTE 1 – NATURE OF OPERATIONS AND SUMMARY OF SIGNIFICANT ACCOUNTING AND REPORTING POLICIES

 

Bancorp 34, Inc. (“Bancorp 34” or the “Company”) is a Maryland corporation organized in 2016 to be the successor to Alamogordo Financial Corp (“AFC”), a savings and loan holding company, upon completion of the second-step conversion of Bank 34 (the “Bank”) from the two-tier mutual holding company structure to the stock holding company structure. AF Mutual Holding Company (the “MHC”) was the former mutual holding company for AFC prior to completion of the second-step conversion.  In conjunction with the second-step conversion, both the MHC and AFC ceased to exist.  The second-step conversion was completed on October 11, 2016 at which time Bancorp 34 sold 1,879,484 shares of its common stock (including 150,358 shares purchased by the Bank’s employee stock ownership plan) at $10.00 per share for gross proceeds of approximately $18.8 million. Expenses related to the stock offering totaled $1.3 million and were netted against proceeds. As part of the second-step conversion, each of the outstanding shares of common stock of AFC held by persons other than the MHC were converted into 2.0473 shares of Bancorp 34 common stock with cash paid in lieu of fractional shares.  As a result, a total of 1,558,706 shares were issued to persons previously owning AFC shares in the second-step conversion.  After the conversion and stock offering 3,438,190 shares of Bancorp 34 common stock were outstanding.

 

Because the conversion occurred on October 11, 2016, the financial information included in this report for all periods prior to that date is that of AFC and all share and per share information prior to that date has been revised to reflect the 2.0473-to-1 exchange ratio. The historical financial results of the MHC are immaterial to the results of the Company and therefore its net assets have been reflected as an increase in stockholders’ equity at Bancorp 34 in the fourth quarter of 2016. As a result of the conversion, Bancorp 34 now owns 100% of the Bank.

 

The Bank provides a variety of banking services to individuals and businesses through its full-service branches in Alamogordo and Las Cruces, New Mexico, and Scottsdale and Peoria, Arizona. The Bank also operates eight loan production offices in El Paso, Texas, Phoenix and Tubac, Arizona, Albuquerque, New Mexico, Kirkland and Puyallup, Washington, Medford, Oregon, and Littleton, Colorado. The loan production offices in Kirkland and Puyallup, Washington, Medford, Oregon, Tubac, Arizona, and Littleton, Colorado were opened in 2016.

 

A large portion of the Bank’s New Mexico loans are secured by real estate in Otero and Dona Ana Counties. The economy for these counties is heavily dependent on two U.S. Government military installations located in those counties. Accordingly, the ultimate collectability of the Bank’s New Mexico loans are susceptible to changes in U.S. Government military operations in southern New Mexico.

 

The primary deposit products are demand deposits, time deposits, NOW, savings and money market accounts. The primary lending products are real estate mortgage loans and commercial loans. The Bank is subject to competition from other financial institutions, regulation by certain federal agencies and undergoes periodic examinations by regulatory authorities.

 

Rising and falling interest rate environments can have various impacts on the Bank’s net interest income, depending on the short-term interest rate gap that the Bank maintains. The Bank’s net interest income is also affected by prepayments of loans and early withdrawals of deposits

 

Basis of Presentation – The accompanying consolidated financial statements have been prepared on the accrual basis of accounting in accordance with accounting principles generally accepted in the United States of America (GAAP). In the opinion of management, the accompanying consolidated financial statements include all adjustments, consisting of only normal recurring adjustments, necessary for a fair presentation of the financial condition and results of operations at the dates and for the periods presented. The results of operations for the three months ended March 31, 2017 are not necessarily indicative of the results of operations for the full fiscal year or for any other period. This information should be read in conjunction with the Company’s Annual Report on Form 10-K for the year ended December 31, 2016.

 

 

Basis of Consolidation – The consolidated financial statements include the accounts of Bancorp 34 and the Bank. All significant intercompany accounts and transactions have been eliminated.

 

Reclassifications – Certain reclassifications have been made to prior period’s financial information to conform to the current period presentation.

 

Use of Estimates – The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.

 

Significant estimates include, but are not limited to, allowance for loan losses, useful lives used in depreciation and amortization, deferred income taxes and related valuation allowance, valuation of other real estate and core deposit intangibles.

 

Subsequent Events – Subsequent events have been evaluated through the date the consolidated financial statements were issued.

 

Summary of Recent Accounting Pronouncements:

 

Leases – In February 2016, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2016-02 “Leases (Topic 842).” This standard requires entities that lease assets to recognize on the balance sheet the assets and liabilities for the rights and obligations created by those leases. The standard is effective for fiscal years and the interim periods within those fiscal years beginning after December 15, 2018. The guidance is required to be applied by the modified retrospective transition approach. Early adoption is permitted. We are currently assessing the impact of the adoption of this authoritative guidance on our consolidated financial statements.

 

Share-Based Payments – In March 2016, the FASB issued ASU No. 2016-09, “Improvements to Employee Share-Based Payment Accounting,” which simplifies certain aspects of accounting for share-based payment transactions, including transactions in which an employee uses shares to satisfy the employer’s minimum statutory income tax withholding obligation, forfeitures and income taxes when awards vest or are settled. The guidance also requires that tax benefits from employee share-based transactions be run directly through the income statement when realized as adjustments to tax expense or benefit. Therefore, diluted earnings per share computations no longer include an adjustment for estimated tax benefits. This guidance is effective for annual periods beginning after December 15, 2016, with early adoption permitted. The Company adopted ASU No. 2016-09 beginning as of January 1, 2017 and the adoption did not have a material impact on the Company’s financial statements.

 

Credit Losses - In June 2016, the FASB issued ASU 2016-13, Financial Instruments—Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The amendments in this update replace the incurred loss impairment methodology with a methodology that reflects expected credit losses and requires consideration of a broader range of reasonable and supportable information to create credit loss estimates. The new guidance is effective for public companies that are U.S. Securities and Exchange Commission filers for fiscal years beginning after December 15, 2019 including interim periods within those fiscal years. For all other public companies, the amendments are effective for fiscal years beginning after December 15, 2020, including interim periods within those fiscal years. For all other companies, including emerging growth companies, the amendments are effective for fiscal years beginning after December 15, 2020, and interim periods within fiscal years beginning after December 15, 2021. The guidance is required to be applied by the modified retrospective approach. Early adoption is permitted as of the fiscal years beginning after December 15, 2018, including interim periods within those fiscal years. We are currently assessing the impact of the adoption of this authoritative guidance on our consolidated financial statements.

  

 

NOTE 2 – AVAILABLE-FOR-SALE SECURITIES

 

Available-for-sale securities have been classified in the consolidated balance sheets according to management’s intent at March 31, 2017 and December 31, 2016. The carrying amount of such securities and their approximate fair values were as follows:

 

		Gross				Gross				Gross
		Amortized				Unrealized				Unrealized
		Cost				Gains				Losses				Fair Value
March 31, 2017
Available-for-sale securities
Mortgage-backed securities		$	25,938,799			$	44,923			$	(425,760	)		$	25,557,962
U.S. Government agencies			2,382,843				-				(60,592	)			2,322,251
Municipal obligations			1,825,705				3,265				(53	)			1,828,917
		$	30,147,347			$	48,188			$	(486,405	)		$	29,709,130
December 31, 2016
Available-for-sale securities
Mortgage-backed securities		$	27,524,834			$	45,866			$	(442,303	)		$	27,128,397
U.S. Government agencies			2,588,843				-				(63,107	)			2,525,736
Municipal obligations			1,837,337				7,823				(161	)			1,844,999
		$	31,951,014			$	53,689			$	(505,571	)		$	31,499,132

 

There were no sales of available-for-sale securities during the three months ended March 31, 2017 or 2016.

 

Amortized cost and fair value of securities by contractual maturity as of March 31, 2017 are shown below. For purposes of the maturity table, mortgage-backed securities, which are not due at a single maturity date, have been allocated over maturity groupings based on the actual contractual maturities of underlying collateral. Expected maturities may differ from contractual maturities because borrowers may call or prepay obligations.

 

The scheduled maturities of available-for-sale securities at March 31, 2017 were as follows:

 

Maturities
		March 31, 2017
		Amortized				Fair
		Cost				Value
Due in one year or less		$	120,869			$	120,923
Due after one to five years			18,262,127				18,001,359
Due after five to ten years			11,764,351				11,586,848
Due after ten years			-				-
Totals		$	30,147,347			$	29,709,130

 

At March 31, 2017 and December 31, 2016, there were no holdings of securities of any one issuer, other than the U.S. Government and its agencies, in an amount greater than 10% of stockholders’ equity.

 

At March 31, 2017 and December 31, 2016, mortgage-backed securities included collateralized mortgage obligations of $9.5 million and $10.1 million, respectively, which are backed by single-family mortgage loans. The Company does not hold any securities backed by commercial real estate loans.

 

 

Gross Unrealized Losses and Fair Value – The following tables show the gross unrealized losses and fair values of securities by length of time that individual securities in each category have been in a continuous loss position.

 

		March 31, 2017
		Less Than 12 Months								12 Months or More								Total
						Gross								Gross								Gross
Description of						Unrealized								Unrealized								Unrealized
Securities		Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
Available-for-sale securities:
Mortgage-backed securities		$	17,686,268			$	(319,296	)		$	5,478,211			$	(106,464	)		$	23,164,479			$	(425,760	)
U.S. Government agencies			2,322,251				(60,592	)			-				-				2,322,251				(60,592	)
Municipal obligations			-				-				20,053				(53	)			20,053				(53	)
Total temporarily impaired securities		$	20,008,519			$	(379,888	)		$	5,498,264			$	(106,517	)		$	25,506,783			$	(486,405	)

 

		December 31, 2016
		Less Than 12 Months								12 Months or More								Total
						Gross								Gross								Gross
Description of						Unrealized								Unrealized								Unrealized
Securities		Fair Value				Losses				Fair Value				Losses				Fair Value				Losses
Available-for-sale securities:
Mortgage-backed securities		$	17,377,335			$	(337,092	)		$	5,351,384			$	(105,211	)		$	22,728,719			$	(442,303	)
U.S. Government agencies			2,525,737				(63,107	)			-				-				2,525,737				(63,107	)
Municipal obligations			20,054				(161	)			-				-				20,054				(161	)
Total temporarily impaired securities		$	19,923,126			$	(400,360	)		$	5,351,384			$	(105,211	)		$	25,274,510			$	(505,571	)

 

At March 31, 2017, all of the government agencies and mortgage-backed securities held by the Company were issued by U.S. Government-sponsored entities and agencies, primarily Fannie Mae and Freddie Mac, institutions which the government has affirmed its commitment to support. Because the decline in fair value is attributable to changes in interest rates and illiquidity, and not credit quality, and because the Company does not have the intent to sell these securities and it is likely that it will not be required to sell the securities before their anticipated recovery, the Company does not consider these securities to be other-than-temporarily impaired at March 31, 2017 or December 31, 2016.

 

Loans and securities carried at approximately $134.6 million at March 31, 2017 were pledged to secure FHLB advances. In addition, securities carried at approximately $5.3 million at March 31, 2017 were pledged to secure public deposits.

 

 

NOTE 3 – LOANS HELD FOR INVESTMENT, NET

 

The components of loans held for investment, net in the consolidated balance sheets were as follows:

 

		March 31, 2017								December 31, 2016
		Amount				Percent				Amount				Percent
Loans held for investment, net:
Commercial real estate		$	215,588,112				82.4	%		$	195,814,205				80.0	%
One- to four-family residential real estate			30,807,251				11.8	%			29,976,625				12.2	%
Commercial and industrial			10,072,491				3.9	%			9,876,020				4.0	%
Consumer and other			5,072,179				1.9	%			9,191,249				3.8	%
Total gross loans			261,540,033				100.0	%			244,858,099				100.0	%
Unamortized loan fees			(1,046,114	)							(952,717	)
Loans held for investment			260,493,919								243,905,382
Allowance for loan losses			(2,763,483	)							(2,506,033	)
Loans held for investment, net		$	257,730,436							$	241,399,349

 

At March 31, 2017 and December 31, 2016 commercial real estate loans include construction loans of $12.2 million and $7.9 million, respectively.

 

Allowance for Loan Losses and Recorded Investment in Loans – The following is a summary of the allowance for loan losses and recorded investment in loans as of March 31, 2017 and December 31, 2016: 

 

		As of March 31, 2017
		Commercial Real Estate				One- to Four-Family Residential Real Estate				Commercial and Industrial				Consumer and Other				Total
Allowance for loan losses
Ending balance:  individually evaluated for impairment		$	-			$	-			$	-			$	-			$	-
Ending balance:  collectively evaluated for impairment			1,809,806				627,650				299,768				26,258				2,763,483
Total		$	1,809,806			$	627,650			$	299,768			$	26,258			$	2,763,483
Gross loans
Ending balance:  individually evaluated for impairment		$	8,650,332			$	1,627,385			$	2,143,868			$	188,580			$	12,610,165
Ending balance:  collectively evaluated for impairment			206,937,780				29,179,866				7,928,623				4,883,599				248,929,868
Ending balance:  loans acquired with deteriorated credit quality			-				-				-				-				-
Total		$	215,588,112			$	30,807,251			$	10,072,491			$	5,072,179			$	261,540,033

 

 

		As of December 31, 2016
		Commercial Real Estate				One- to Four-Family Residential Real Estate				Commercial and Industrial				Consumer and Other				Total
Allowance for loan losses
Ending balance:  individually evaluated for impairment		$	-			$	-			$	-			$	-			$	-
Ending balance:  collectively evaluated for impairment			1,688,448				617,912				147,371				52,302				2,506,033
Total		$	1,688,448			$	617,912			$	147,371			$	52,302			$	2,506,033
Gross loans
Ending balance:  individually evaluated for impairment		$	3,441,874			$	1,744,062			$	801,078			$	194,068			$	6,181,082
Ending balance:  collectively evaluated for impairment			192,372,331				28,232,563				9,074,942				8,997,181				238,677,017
Ending balance:  loans acquired with deteriorated credit quality			-				-				-				-				-
Total		$	195,814,205			$	29,976,625			$	9,876,020			$	9,191,249			$	244,858,099

 

The following is a summary of activities for the allowance for loan losses for the three months ended March 31, 2017 and 2016:

 

		Three Months Ended March 31,
		2017				2016
Beginning balance		$	2,506,033			$	1,894,196
Provision for loan losses			250,000				52,000
Charge-offs:
Commercial real estate			-				-
One- to four-family residential real estate			-				(10,756	)
Commercial and industrial			-				-
Consumer and other			-				-
Total charge-offs			-				(10,756	)
Recoveries:
Commercial real estate			1,200				116,125
One- to four-family residential real estate			6,250				800
Commercial and industrial			-				-
Consumer and other			-				-
Total recoveries			7,450				116,925
Net recoveries			7,450				106,169
Ending balance		$	2,763,483			$	2,052,365

 

Nonperforming Assets – The following tables present an aging analysis of the recorded investment of past due loans as of March 31, 2017 and December 31, 2016. Payment activity is reviewed by management on a monthly basis to determine the performance of each loan. Per Company policy, loans past due 90 days or more no longer accrue interest.

 

 

		Past Due																				Total
										90 Days												Financing
		30 - 59 Days				60 - 89 Days				or More				Total				Current				Receivables
March 31, 2017
Commercial real estate		$	-			$	-			$	3,717,827			$	3,717,827			$	211,870,285			$	215,588,112
One- to four-family residential real estate			569,490				94,939				37,499				701,928				30,105,323				30,807,251
Commercial and industrial			-				1,118,535				461,021				1,579,556				8,492,935				10,072,491
Consumer and other			38,751				-				-				38,751				5,033,428				5,072,179
Totals		$	608,241			$	1,213,474			$	4,216,347			$	6,038,062			$	255,501,971			$	261,540,033
		Past Due																				Total
										90 Days												Financing
		30 - 59 Days				60 - 89 Days				or More				Total				Current				Receivables
December 31, 2016
Commercial real estate		$	550,000			$	-			$	-			$	550,000			$	195,264,205			$	195,814,205
One- to four-family residential real estate			108,080				501,316				68,906				678,302				29,298,323				29,976,625
Commercial and industrial			1,139,634				-				461,021				1,600,655				8,275,365				9,876,020
Consumer and other			-				-				-				-				9,191,249				9,191,249
Totals		$	1,797,714			$	501,316			$	529,927			$	2,828,957			$	242,029,142			$	244,858,099

 

The following table sets forth nonaccrual loans and other real estate at March 31, 2017 and December 31, 2016:

 

		March 31,				December 31,
		2017				2016
Nonaccrual loans
Commercial real estate		$	3,717,827			$	3,718,686
One- to four-family residential real estate			605,603				648,880
Commercial and industrial			1,579,556				1,600,655
Consumer and other			-				-
Total nonaccrual loans			5,902,986				5,968,221
Other real estate (ORE)			-				-
Total nonperforming assets		$	5,902,986			$	5,968,221
Nonperforming assets to gross loans held for investment and ORE			2.26	%			2.44	%
Nonperforming assets to total assets			1.77	%			1.81	%

 

Credit Quality Indicators – The following table represents the credit exposure by internally assigned grades at March 31, 2017 and December 31, 2016. This grading analysis estimates the capability of the borrower to repay the contractual obligations of the loan agreements in accordance with the loan terms. The Bank’s internal credit risk grading system is based on management’s experiences with similarly graded loans. Credit risk grades are reassessed each quarter based on any recent developments potentially impacting the creditworthiness of the borrower, as well as other external statistics and factors, which may affect the risk characteristics of the respective loan.

 

 

		As of March 31, 2017
		Commercial Real Estate				One- to Four- Family Residential Real Estate				Commercial and Industrial				Consumer and Other				Total
Grade
Pass		$	206,937,780			$	29,179,866			$	7,928,623			$	4,883,599			$	248,929,868
Special mention			520,095				-				260,763				-				780,858
Substandard			8,130,237				1,627,385				1,587,105				188,580				11,533,307
Doubtful			-				-				296,000				-				296,000
Loss			-				-				-				-				-
Totals		$	215,588,112			$	30,807,251			$	10,072,491			$	5,072,179			$	261,540,033
		As of December 31, 2016
		Commercial Real Estate				One- to Four- Family Residential Real Estate				Commercial and Industrial				Consumer and Other				Total
Grade
Pass		$	187,069,284			$	28,232,563			$	7,697,960			$	8,997,181			$	231,996,988
Special mention			523,207				65,457				267,327				-				855,991
Substandard			8,221,714				1,678,605				1,614,733				194,068				11,709,120
Doubtful			-				-				296,000				-				296,000
Loss			-				-				-				-				-
Totals		$	195,814,205			$	29,976,625			$	9,876,020			$	9,191,249			$	244,858,099

 

The Bank’s internally assigned grades are as follows:

 

Pass – Strong credit with no existing or known potential weaknesses deserving of management’s close attention.

 

Special Mention – Potential weaknesses that deserve management’s close attention. Borrower and guarantor’s capacity to meet all financial obligations is marginally adequate or deteriorating.

 

Substandard – Inadequately protected by the paying capacity of the Borrower and/or collateral pledged. The borrower or guarantor is unwilling or unable to meet loan terms or loan covenants for the foreseeable future.

 

Doubtful – All the weakness inherent in one classified as substandard with the added characteristic that those weaknesses in place make the collection or liquidation in full, on the basis of current conditions, highly questionable and improbable.

 

Loss – Considered uncollectible or no longer a bankable asset. This classification does not mean that the asset has absolutely no recoverable value. In fact, a certain salvage value is inherent in these loans. Nevertheless, it is not practical or desirable to defer writing off a portion or whole of a perceived asset even though partial recovery may be collected in the future.

 

Impaired Loans – The following table includes the recorded investment and unpaid principal balances, net of charge-offs for impaired loans with the associated allowance amount, if applicable. Management determined the allocated allowance based on the present value of expected future cash flows, discounted at the loan’s effective interest rate, except when the remaining source of repayment for the loan is the operation or liquidation of the collateral. In those cases, the current fair value of the collateral, less selling costs was used to determine the allocated allowance recorded.

 

 

		As of March 31, 2017
						Principal								Average
		Recorded				Net of				Related				Recorded
		Investment				Charge-offs				Allowance				Investment
With no related allowance recorded:
Commercial real estate		$	3,717,827			$	3,717,827			$	-			$	3,739,943
One- to four-family residential real estate			605,603				605,603				-				614,436
Commercial and industrial			1,579,556				1,579,556				-				1,626,532
Consumer and other			-				-				-				-
With an allowance recorded:		$	-			$	-			$	-			$	-
Total:
Commercial real estate		$	3,717,827			$	3,717,827			$	-			$	3,739,943
One- to four-family residential real estate			605,603				605,603				-				614,436
Commercial and industrial			1,579,556				1,579,556				-				1,626,532
Consumer and other			-				-				-				-

 

		As of December 31, 2016
						Principal								Average
		Recorded				Net of				Related				Recorded
		Investment				Charge-offs				Allowance				Investment
With no related allowance recorded:
Commercial real estate		$	3,718,686			$	3,718,686			$	-			$	1,385,277
One- to four-family residential real estate			648,880				648,880				-				656,495
Commercial and industrial			1,600,655				1,600,655				-				1,075,536
Consumer and other			-				-				-				-
With an allowance recorded:		$	-			$	-			$	-			$	-
Total:
Commercial real estate		$	3,718,686			$	3,718,686			$	-			$	1,385,277
One- to four-family residential real estate			648,880				648,880				-				656,495
Commercial and industrial			1,600,655				1,600,655				-				1,075,536
Consumer and other			-				-				-				-

 

During the three months ended March 31, 2017 and 2016, no interest income was recognized on these loans. Any interest collected was credited to loan principal.

 

Certain loans within the Company’s loan and ORE portfolios are guaranteed by the Veterans Administration (VA). In the event of default by the borrower, the VA can elect to pay the guaranteed amount or take possession of the property. If the VA takes possession of the property, the Company is entitled to be reimbursed for the outstanding principal balance, accrued interest and certain other expenses. There were no commitments from the VA to take title to foreclosed VA properties at March 31, 2017 and December 31, 2016.

 

Troubled Debt Restructurings – Restructured loans are considered “troubled debt restructurings” if due to the borrower’s financial difficulties, the Bank has granted a concession that they would not otherwise consider. This may include a transfer of real estate or other assets from the borrower, a modification of loan terms, rates, or a combination of the two. All troubled debt restructurings placed on nonaccrual status must show no less than six consecutive months of repayment performance by the borrower in accordance with contractual terms to return to accrual status. Once a loan has been identified as a troubled debt restructuring, it will continue to be reported as such until the loan is paid in full.

 

 

There were no troubled debt restructurings as of March 31, 2017 or December 31, 2016.

 

In the normal course of business, the Company may modify a loan for a credit worthy borrower where the modified loan is not considered a troubled debt restructuring. In these cases, the modified terms are consistent with loan terms available to credit worthy borrowers and within normal loan pricing. The modifications to such loans are done according to existing underwriting standards which include review of historical financial statements, including current interim information if available, an analysis of the causes of the borrower’s decline in performance, and projections intended to assess repayment ability going forward.

 

NOTE 4 – CORE DEPOSIT INTANGIBLE

 

The gross carrying value and accumulated amortization of core deposit intangible is as follows:

 

		March 31,				December 31,
		2017				2016
Gross carrying value		$	502,000			$	502,000
Less accumulated amortization			(235,868	)			(219,068	)
Core deposit intangible		$	266,132			$	282,932

 

Amortization of core deposit intangible was $16,800 and $21,543 for the three months ended March 31, 2017 and 2016, respectively.

 

NOTE 5 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK

 

In the normal course of business, the Bank has outstanding commitments to extend credit and may have standby letters of credit, which are not included in the accompanying consolidated financial statements. The Bank’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual or notional amount of those instruments. The Bank uses the same credit policies in making commitments as it does for instruments that are included in the consolidated balance sheets.

 

Financial instruments whose contract amounts represent off-balance-sheet credit risk are as follows as of March 31, 2017 and December 31, 2016:

 

		March 31,				December 31,
		2017				2016
Commitments to originate and sell mortgage loans		$	58,294,070			$	27,206,868
Commitments to extend credit			32,741,891				27,430,757
Unused lines of credit			11,522,604				8,662,628
Totals		$	102,558,565			$	63,300,253

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management’s credit evaluation. Collateral held varies by and may include accounts receivable, inventory, property and equipment, and income-producing commercial properties.

 

 

Standby letters of credit are conditional commitments issued by the Bank to guarantee the performance of a customer to a third-party. Standby letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Bank’s policy for obtaining collateral, and the nature of such collateral, is essentially the same as that involved in making commitments to extend credit. There were no standby letters of credit at March 31, 2017 and December 31, 2016.

 

NOTE 6 – REGULATORY MATTERS

 

Bank 34 is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and discretionary actions by regulators that if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines involving quantitative measures of the Bank’s assets, liabilities and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors.

 

The Basel III regulatory capital framework (the "Basel III Capital Rules") adopted by U.S. federal regulatory authorities, among other things, (i) establish the capital measure called "Common Equity Tier 1" ("CET1"), (ii) specify that Tier 1 capital consist of CET1 and "Additional Tier 1 Capital" instruments meeting stated requirements, (iii) define CET1 narrowly by requiring that most deductions/adjustments to regulatory capital measures be made to CET1 and not to the other components of capital and (iv) set forth the acceptable scope of deductions/adjustments to the specified capital measures. The Basel III Capital Rules became effective for us on January 1, 2015 with certain transition provisions fully phased in on January 1, 2019.

 

Additionally, the Basel III Capital Rules require that we maintain a capital conservation buffer with respect to each of the CET1, Tier 1 and total capital to risk-weighted assets, which provides for capital levels that exceed the minimum risk-based capital adequacy requirements. The capital conservation buffer is subject to a three year phase-in period that began on January 1, 2016 and will be fully phased in on January 1, 2019 at 2.5%. The required phase-in capital conservation buffer during 2017 is 1.25% and was 0.625% during 2016. A financial institution with a conservation buffer of less than the required amount is subject to limitations on capital distributions, including dividend payments and stock repurchases, and certain discretionary bonus payments to executive officers.

 

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total risk-based capital and Tier 1 capital to risk-weighted assets, and Tier 1 capital to adjusted total assets. Management believes, as of March 31, 2017 and December 31, 2016, the Bank meets all capital adequacy requirements to which it is subject.

 

Banks are also subject to certain restrictions on the amount of dividends that they may declare without prior regulatory approval.

 

As of March 31, 2017, the Bank was categorized as well capitalized under the regulatory framework for prompt corrective action. To be categorized as well capitalized, the Bank has to maintain minimum total risk-based, Tier 1 risk-based, and Tier 1 leverage ratios as disclosed in the table below. There are no conditions or events that management believes have changed the Bank’s prompt corrective action category.

 

 

The Bank’s actual and required capital amounts and ratios are as follows:

 

																		To be Well
																		Capitalized Under
										For Capital								Prompt Corrective
		Actual								Adequacy Purposes								Action Provisions
		Amount				Ratio				Amount				Ratio				Amount				Ratio
As of March 31, 2017:
(Dollars in thousands)
Total Capital
(to Risk-Weighted Assets)		$	42,134				17.05	%		$	19,768				≥8.00	%		$	24,710				≥10.00	%
Tier I Capital
(to Risk-Weighted Assets)		$	39,268				15.89	%		$	14,826				≥6.00	%		$	19,768				≥8.00	%
Common Equity Tier 1 Capital
(to Risk-Weighted Assets)		$	39,268				15.89	%		$	11,120				≥4.50	%		$	16,062				≥6.50	%
Tier I Capital
(to Average Assets)		$	39,268				12.09	%		$	13,098				≥4.00	%		$	16,373				≥5.00	%
As of December 31, 2016:
(Dollars in thousands)
Total Capital
(to Risk-Weighted Assets)		$	42,265				18.14	%		$	18,644				≥8.00	%		$	23,305				≥10.00	%
Tier I Capital
(to Risk-Weighted Assets)		$	39,681				17.03	%		$	13,983				≥6.00	%		$	18,644				≥8.00	%
Common Equity Tier 1 Capital
(to Risk-Weighted Assets)		$	39,681				17.03	%		$	10,487				≥4.50	%		$	15,148				≥6.50	%
Tier I Capital
(to Average Assets)		$	39,681				11.91	%		$	13,331				≥4.00	%		$	16,664				≥5.00	%

  

NOTE 7 – FAIR VALUES OF FINANCIAL INSTRUMENTS

 

The following is a description of the valuation methodologies used for assets measured at fair value. There have been no changes in the methodologies used at March 31, 2017 and December 31, 2016.

 

Available-for-sale Securities – Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. Level 1 securities include highly-liquid government bonds, mortgage products and exchange-traded equities. If quoted market prices are not available, then fair values are estimated by using pricing models, quoted prices of securities with similar characteristics or discounted cash flows. Level 2 securities include certain collateralized mortgage and debt obligations and certain municipal securities. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy and include certain residual municipal securities and other less liquid securities.

 

Loans Held for Sale – The fair value of loans held for sale is based on quoted market prices from Freddie Mac. Freddie Mac quotes are updated daily and represent prices at which loans are exchanged in high volumes and in a liquid market.

 

Other Real Estate – Other real estate is fair valued under Level 3 based on property appraisals less estimated disposition costs, which include both observable and unobservable inputs, at the time of transfer and as appropriate thereafter.

 

 

Loans Held for Investment – Loans held for investment are generally not recorded at fair value on a recurring basis. Periodically, the Bank records nonrecurring adjustments to the carrying value of these loans based on fair value measurements for loans subject to impairment. The fair value of impaired loans is typically determined using a combination of observable inputs, such as interest rates, contract terms, appraisals of collateral supporting the loan and recent comparable sales of similar properties, and unobservable inputs such as creditworthiness, disposition costs and underlying cash flows associated with the loan. Since the estimates of fair value utilized for loans also involve unobservable inputs, valuations of impaired loans have been classified as Level 3.

 

The following table sets forth by level, within the fair value hierarchy, the Company’s assets at fair value:

 

		Fair Value Measurements Using
		Quoted Prices				Significant
		in Active				Other				Significant
		Markets for				Observable				Unobservable
		Identical Assets				Inputs				Inputs
		Level 1				Level 2				Level 3				Fair Value
March 31, 2017
Recurring basis
Mortgage-backed securities		$	-			$	25,557,962			$	-			$	25,557,962
U.S. Government agencies			-				2,322,251				-				2,322,251
Municipal obligations			-				1,828,917				-				1,828,917
Nonrecurring basis
Loans held for sale			-				7,453,804				-				7,453,804
Impaired loans			-				-				5,902,986				5,902,986
Totals		$	-			$	37,162,934			$	5,902,986			$	43,065,920
December 31, 2016
Recurring basis
Mortgage-backed securities		$	-			$	27,128,396			$	-			$	27,128,396
U.S. Government agencies			-				2,525,737				-				2,525,737
Municipal obligations			-				1,844,999				-				1,844,999
Nonrecurring basis
Loans held for sale			-				14,221,163				-				14,221,163
Impaired loans			-				-				5,968,221				5,968,221
Totals		$	-			$	45,720,295			$	5,968,221			$	51,688,516

 

The fair values of certain of these instruments were calculated by discounting expected cash flows, which involves significant judgments by management and uncertainties. Fair value is the estimated amount at which financial assets or liabilities could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. Because no market exists for certain of these financial instruments and because management does not intend to sell these financial instruments, the Bank does not know whether the fair values shown represent values at which the respective financial instruments could be sold individually or in the aggregate.

 

 

The following tables present estimated fair values of the Company’s financial instruments at March 31, 2017 and December 31, 2016.

 

										Quoted Prices				Significant
										in Active				Other				Significant
										Markets for				Observable				Unobservable
		Carrying								Identical Assets				Inputs				Inputs
		Amount				Fair Value				Level 1				Level 2				Level 3
		(Dollars in thousands)
At March 31, 2017
Financial assets:
Cash and due from banks		$	5,101			$	5,101			$	5,101			$	-			$	-
Interest-bearing deposits with banks			8,935				8,935				8,935				-				-
Available-for-sale securities			29,709				29,709				-				29,709				-
Loans held for sale			7,454				7,454				-				7,454				-
Loans held for investment, net			257,730				258,113				-				-				258,113
Stock in financial institutions			3,586				3,586				-				3,586				-
Financial liabilities:
Demand deposits,savings and NOW deposits			169,867				164,076				-				164,076				-
Time deposits			60,300				60,304				-				60,304				-
Federal Home Loan Bank advances			50,000				50,081				-				50,081				-
At December 31, 2016
Financial assets:
Cash and due from banks		$	4,766			$	4,766			$	4,766			$	-			$	-
Interest-bearing deposits with banks			11,645				11,645				11,645				-				-
Available-for-sale securities			31,499				31,499				-				31,499				-
Loans held for sale			14,221				14,221				-				14,221				-
Loans held for investment, net			241,399				241,440				-				-				241,440
Stock in financial institutions			3,575				3,575				-				3,575				-
Financial liabilities:
Demand deposits, savings and NOW deposits			160,961				156,529				156,529				-				-
Time deposits			63,561				63,588				-				63,588				-
Federal Home Loan Bank advances			50,000				50,176				-				50,176				-

 

The following methods and assumptions were used to estimate the fair value of the additional classes of financial instruments shown:

 

Cash and Due from Banks, Interest-Bearing Deposits with Banks and Stock in Financial Institutions– The carrying amount approximates fair value.

 

Deposits and Federal Home Loan Bank (FHLB) Advances – Deposits include demand deposits, savings accounts, NOW accounts and money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits and FHLB advances is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits and advances of similar remaining maturities.

 

 

NOTE 8 –EARNINGS (LOSS) PER SHARE

 

Earnings (Loss) Per Share – Basic earnings (loss) per share have been calculated based upon the weighted-average number of common shares outstanding. For earning per share computations, unallocated ESOP shares are treated like treasury shares and not considered outstanding. The calculation of diluted weighted-average shares outstanding for the three months ended March 31, 2017 and 2016 exclude 36,892 and 34,190 shares issuable pursuant to outstanding stock options because their effect would be anti-dilutive, respectively.

 

		Three Months Ended
		March 31,
		2017				2016
Net (loss) income		$	(197,750	)		$	5,856
Weighted-average shares outstanding:
Basic			3,256,303				3,402,828
Diluted			3,256,303				3,402,828
(loss) income per common share:
Basic		$	(0.06	)		$	0.00
Diluted		$	(0.06	)		$	0.00

 

 

 

Shares outstanding and basic and diluted income per common share in the above discussion and table for all periods prior to October 2016 have been restated at the second step-conversion exchange rate of 2.0473 to one.

 

 

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

Management’s discussion and analysis of financial condition at March 31, 2017 and December 31, 2016 and results of operations for the three months ended March 31, 2017 and 2016 is intended to assist in understanding the financial condition and results of operations of the Company. The information contained in this section should be read in conjunction with the Unaudited Consolidated Financial Statements and the notes thereto, appearing in Part 1, Item 1 of this report.

 

CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

 

Certain statements contained in this document that are not historical facts may constitute forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (referred to as the Securities Act), and Section 21E of the Securities Exchange Act of 1934, as amended (referred to as the Securities Exchange Act), and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. You can identify these statements from the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions.

 

These forward-looking statements are subject to significant risks, assumptions and uncertainties, including among other things, changes in general economic and business conditions. Because of these and other uncertainties, Bancorp 34’s actual results, performance or achievements, or industry results, may be materially different from the results indicated by these forward-looking statements. You should not place undue reliance on any forward-looking statements, which speak only as of the dates on which they were made. Bancorp 34 is not undertaking an obligation to update these forward-looking statements, even though its situation may change in the future, except as required under federal securities law. Bancorp 34 qualifies all of its forward-looking statements by these cautionary statements.

 

Critical Accounting Policies

 

Critical accounting policies are those that involve significant judgments and assumptions by management and that have, or could have, a material impact on our income or the carrying value of our assets. Our critical accounting policies are those related to our allowance for loan losses, the evaluation of other-than-temporary impairment of investment securities, the valuation of and our ability to realize deferred tax assets and the measurement of fair values of financial instruments.

 

Allowance for Loan Losses. The allowance for loan losses is calculated with the objective of maintaining an allowance necessary to absorb credit losses inherent in the loan portfolio. Management’s determination of the adequacy of the allowance is based on periodic evaluations of the loan portfolio and other relevant factors. However, this evaluation is inherently subjective, as it requires an estimate of the loss content for each risk rating and for each impaired loan, an estimate of the amounts and timing of expected future cash flows, and an estimate of the value of collateral.

 

We have established a systematic method of periodically reviewing the credit quality of the loan portfolio in order to establish an allowance for loan losses. The allowance for loan losses is based on our current judgments about the credit quality of individual loans and segments of the loan portfolio. The allowance for loan losses is established through a provision for loan losses based on our evaluation of the probable losses inherent in the loan portfolio, and considers all known internal and external factors that affect loan collectability as of the reporting date. Our evaluation, which includes a review of loans on which full collectability may not be reasonably assured, considers among other matters, the estimated net realizable value or the fair value of the underlying collateral, economic conditions, historical loan loss experience, our knowledge of inherent losses in the portfolio that are probable and reasonably estimable and other factors that warrant recognition in providing an appropriate loan loss allowance. Management believes this is a critical accounting policy because this evaluation involves a high degree of complexity and requires us to make subjective judgments that often require assumptions or estimates about various matters.

 

 

The allowance for loan losses consists primarily of specific allocations and general allocations. Specific allocations are made for loans that are determined to be impaired. Impairment is measured by determining the present value of expected future cash flows or, for collateral-dependent loans, the fair value of the collateral, including adjustments for market conditions and selling expenses. The general allocation is determined by segregating the remaining loans by type of loan, risk weighting and payment history. We also analyze delinquency trends, general economic conditions and geographic and industry concentrations. This analysis establishes factors that are applied to the loan groups to determine the amount of the general allowance. The principal assumption used in calculating the allowance for loan losses is the estimate of loss for each risk rating. Actual loan losses may be significantly more than the allowance we have established, which could have a material negative effect on our financial results.

 

Other-Than-Temporary Impairment. In estimating other-than-temporary impairment of investment securities, securities are evaluated on at least a quarterly basis, to determine whether a decline in their value is other-than-temporary. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) whether or not we intend to sell or expect that it is more likely than not that we will be required to sell the investment security prior to an anticipated recovery in fair value. Once a decline in value for a debt security is determined to be other than temporary, the other-than-temporary impairment is separated in (a) the amount of total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to credit loss is recognized in earnings. The amount of other-than-temporary impairment related to other factors is recognized in other comprehensive income (loss).

 

Valuation of Deferred Tax Assets. In evaluating our ability to realize deferred tax assets, management considers all positive and negative information, including our past operating results and our forecast of future taxable income. In determining future taxable income, management utilizes a budget process that makes business assumptions and the implementation of feasible and prudent tax planning strategies. We also utilize a monthly forecasting tool to incorporate activity throughout the calendar year. These assumptions require us to make judgments about our future taxable income that are consistent with the plans and estimates we use to manage our business.

 

Fair Value Measurements. Fair value is defined as the exchange price that would be received for an asset or paid to transfer a liability (an 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.  Valuation techniques used to measure fair value must maximize the use of observable inputs and minimize the use of unobservable inputs.  A three-level of fair value hierarchy prioritizes the inputs used to measure fair value:

 

·

Level 1 – Quoted prices in active markets for identical assets or liabilities; includes certain U.S. Treasury and other U.S. Government agency debt that is highly liquid and actively traded in over-the-counter markets.

 

·

Level 2 – Inputs other than Level 1 that are observable, either directly or indirectly, 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 for substantially the full term of the assets or liabilities.

 

·

Level 3 – Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities.  Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.

 

 

The asset or liability’s fair value measurement level within the fair value hierarchy is based on the lowest level of any input that is significant to the fair value measurement. 

 

Average Balance Sheets

 

The following table sets forth average balances, average yields and costs, and certain other information for the periods indicated. Tax-equivalent yield adjustments have not been made for tax-exempt securities, as the effect thereof was not material. All average balances are daily average balances. Non-accrual loans were included in the computation of average balances, but have been reflected in the table as loans carrying a zero yield. The yields set forth below include the effect of deferred fees, discounts and premiums that are amortized or accreted to interest income.

 

		Three Months Ended March 31,
		2017												2016
		Average												Average
		Outstanding								Yield/				Outstanding								Yield/
		Balance				Interest				Rate				Balance				Interest				Rate
		(Dollars in thousands)
Interest-earning assets:
Loans		$	254,742			$	3,438				5.47	%		$	203,741			$	2,918				5.76	%
Interest-earning deposits			1,304				32				9.95	%			496				16				13.05	%
Securities			30,689				130				1.72	%			28,259				120				1.71	%
Federal Home Loan Bank stock			3,192				11				1.40	%			1,167				3				0.90	%
Other			383				11				11.65	%			382				4				3.80	%
Total interest-earning assets			290,310				3,622				5.06	%			234,045				3,061				5.26	%
Noninterest-earning assets		$	37,164												32,588
Total assets		$	327,474											$	266,633
Interest-bearing liabilities:
Savings and and NOW deposits		$	125,523			$	240				0.78	%		$	117,325			$	214				0.73	%
Time deposits			62,024				136				0.89	%			72,637				151				0.84	%
Total deposits			187,547				376				0.81	%			189,962				365				0.77	%
Advances from FHLB of Dallas			49,366				103				0.85	%			9,764				11				0.45	%
Total interest-bearing liabilities			236,913				479				0.82	%			199,726				376				0.76	%
Non-interest bearing demand deposits			43,247												34,133
Non-interest bearing liabilities			5,257												2,592
Total liabilities			285,417												236,451
Stockholders' equity			42,057												30,182
Total liabilities and stockholders' equity		$	327,474											$	266,633
Net interest income						$	3,143											$	2,685
Net interest rate spread  (1)											4.24	%											4.50	%
Net interest-earning assets (2)		$	53,397											$	34,319
Net interest margin (3)											4.39	%											4.61	%
Average interest-earning assets to average interest-bearing liabilities			122.54	%											117.18	%

 

(1)

Yield/Rate for the three month periods have been annualized.

 

(2)

Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities.

 

(3)

Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

 

(4)

Net interest margin represents net interest income as a percentage of average total interest-earning assets.

 

 

Comparison of Financial Condition at March 31, 2017 and December 31, 2016

 

Cash and cash equivalents decreased $2.4 million, or 14.5%, to $14.0 million at March 31, 2017 from $16.4 million at December 31, 2016. The decrease is due to the variability in timing of deposits.

 

Loans held for investment increased $16.6 million, or 6.8%, to $260.5 million at March 31, 2017 from $243.9 million at December 31, 2016, due to organic growth. During the quarter ended March 31, 2017, commercial real estate loans increased to 82.4% of the gross loan portfolio from 80.0%, while one- to four-family residential real estate loans decreased to 11.8% of the portfolio from 12.2%. The residential mortgage loan portfolio experienced natural run-off as the Bank continued to focus on the secondary mortgage lending program whereby new loans are originated and sold for fee income as opposed to being held in the portfolio.

 

Loans held for sale at March 31, 2017 totaled $7.5 million, consisting entirely of residential mortgage loans. We currently sell a significant majority of our residential mortgage loans in the secondary market. At December 31, 2016, loans held for sale totaled $14.2 million. The balances at any date vary based upon the timing and volume of current loan originations and sales.

 

Available for sale securities decreased $1.8 million, or 5.7%, during the three months ended March 31, 2017.

 

Total deposits increased $5.6 million, or 2.5%, to $230.2 million at March 31, 2017 from $224.5 million at December 31, 2016. The increase included a $6.1 million, or 16.7% increase in non-interest bearing demand deposits and an $2.8 million, or 2.3% increase in savings and NOW deposits, partially offset by a $3.3 million, or 5.1% decrease in time deposits. The increase in savings and NOW deposits is primarily due to maturing time deposit customers preferring not to lock into term deposits, and growth from new and existing Arizona customers. We have been growing noninterest bearing demand and saving and money market balances while allowing time deposits to run off at maturity to improve the deposit mix and reduce the cost of funds.

 

Borrowings, consisting solely of Federal Home Loan Bank advances, remained the same at $50.0 million at March 31, 2017 and at December 31, 2016.

 

Total stockholders’ equity decreased $171,000, or 0.3%, to $50.6 million at March 31, 2017 from $50.8 million at December 31, 2016. The decrease was primarily due to the net loss of $198,000 for the quarter ended March 31, 2017.

 

Comparison of Operating Results for the Three Months Ended March 31, 2017 and 2016

 

General. We had a net loss of $198,000 in the three months ended March 31, 2017, compared to a net income of $6,000 for the three months ended March 31, 2016.

 

 

Interest Income. Interest income increased $562,000, or 18.4%, to $3.6 million for the three months ended March 31, 2017 from $3.1 million for the three months ended March 31, 2016. The increase was due to a $56.3 million, or 24.0% increase in average interest-earning assets and an improvement in asset mix as loans, our highest yielding assets, increased to 87.7% of average interest-earning assets from 87.1% of average interest-earning assets. The yield on average interest-earning assets decreased 20 basis points to 5.06% for the three months ended March 31, 2017 from 5.26% for the three months ended March 31, 2016 due primarily to the decrease in loan yield. Interest and fees on loans increased $520,000, or 17.8%, to $3.4 million for the three months ended March 31, 2017, from $2.9 million for the three months ended March 31, 2016. Interest income on loans increased due primarily to a $51.0 million, or 25.0%, increase in average loan balances, due to organic growth. Interest on securities increased $10,000 or 8.4% for the three months ended March 31, 2017. The average balance of securities increased $2.4 million, or 8.6%, to $30.7 million for the three months ended March 31, 2017, compared to $28.3 million for the three months ended March 31, 2016, and the average yield increased from 1.71% to 1.72% for the three months ended March 31, 2016 and 2017, respectively. The securities yield for the three months ended March 31, 2017 was positively affected by decelerating prepayments on mortgage-backed securities purchased at premiums, resulting in decelerating premium amortization expense in the period.

 

Interest Expense. Interest expense increased $104,000, or 27.6%, to $479,000 for the three months ended March 31, 2017 from $376,000 for the three months ended March 31, 2016. The increase was primarily the result of an increase in interest expense on borrowings, which increased $92,000 to $103,000 for the three months ended March 31, 2017 from $11,000 for the three months ended March 31, 2016. The average balance of advances from the FHLB of Dallas increased $39.0 million or 399.4% from the quarter ended March 31, 2016 to the quarter ended March 31, 2017 and the average rate paid increased 40 basis points from 45 basis points in the first quarter of 2016 to 85 basis points in the first quarter of 2017.

 

Interest paid on savings and NOW deposits increased $26,000, or 12.2%, to $240,000 for the three months ended March 31, 2017 from $214,000 for the three months ended March 31, 2016. The average rate we paid on such deposit accounts increased five basis points to 0.78% for the three months ended March 31, 2017 from 0.73% for the three months ended March 31, 2016 and the average balance increased $8.2 million, or 7.0%, to $125.5 million for the three months ended March 31, 2017 from $117.3 million for the three months ended March 31, 2016. The average rates we pay on these accounts is considerably higher in the Arizona market we entered with the Bank 1440 acquisition.

 

Net Interest Income. Net interest income increased $458,000, or 17.1%, to $3.1 million for the three months ended March 31, 2017 from $2.7 million for the three months ended March 31, 2016, as a result of a higher balance of net interest-earning assets, partially offset by a 26 basis point decrease in net interest rate spread. Our average net interest-earning assets increased by $19.1 million, or 55.6%, to $53.4 million for the three months ended March 31, 2017 from $34.3 million for the three months ended March 31, 2016 due primarily to organic growth. Our net interest rate spread decreased by 26 basis points to 4.24% for the three months ended March 31, 2017 from 4.50% for the three months ended March 31, 2016, as the loan yield decreased to 5.47% of our average interest-earning assets in loans, for the three months ended March 31, 2017, compared to 5.76% in loan yield for the comparable quarter in 2016. Our cost of borrowings increased to 0.85% for the quarter ended March 31, 2017 from 0.45% for the quarter ended March 31, 2016 due to the increase in short-term interest rates following the 25 basis point increases in the target Federal Funds rate in December 2016 and also in March 2017.

 

Provision for Loan Losses. Provisions for loan losses are charged to operations to establish an allowance for loan losses at a level necessary to absorb known and inherent losses that are both probable and reasonably estimable at the date of the financial statements. If allowance for loan losses is larger than necessary, we post a negative provision as a benefit to earnings. In evaluating the level of the allowance for loan losses, management analyzes several qualitative loan portfolio risk factors including but not limited to, charge-off history over a relevant period, changes in management or underwriting policies, current economic conditions, delinquency statistics, geographic and industry concentrations, the adequacy of the underlying collateral, the financial strength of the borrower and results of internal and external loan reviews.

 

See “Asset Quality - Allowance for Loan Losses” for additional information.

 

 

After an evaluation of these factors, we recorded a provision for loan losses of $250,000 for the three months ended March 31, 2017, compared to $52,000 for the three months ended March 31, 2016. In the quarter ended March 31, 2017, gross loans held for investment grew $16.6 million, or 6.8%. In addition, $7,000 in recoveries of previously charged-off balances were received during the quarter ended March 31, 2017 compared to $117,000 during the quarter ended March 31, 2016.

 

To the best of our knowledge, we have recorded all loan losses that are both probable and reasonable to estimate at March 31, 2017.  However, future changes in the factors described above, including, but not limited to, actual loss experience with respect to our loan portfolio, could result in material increases in our provision for loan losses. In addition, the Office of the Comptroller of the Currency, as an integral part of its examination process, will periodically review our allowance for loan losses and may require us to recognize adjustments to the allowance based on its judgments about the recoverability of our loan balances based upon information available to it at the time of its examination.

 

Noninterest Income. Noninterest income increased $216,000, or 11.5%, to $2.1 million for the three months ended March 31, 2017 from $1.9 million for the three months ended March 31, 2016 due to a higher volume of loan sales and related gains.

 

Gain on sale of loans increased $276,000, or 16.3%, to $2.0 million for the three months ended March 31, 2017 from $1.7 million for the three months ended March 31, 2016 as the Company has continued to expand its secondary mortgage loan operation. During the three months ended March 31, 2017, we sold $52.4 million of mortgage loans for a gain of $1.9 million, compared to $41.5 million of mortgage loan sales during the three months ended March 31, 2016 for a gain of $1.6 million. There were $124,000 of SBA loans sold during the three months ended March 31, 2017 with gains of $15,000 recognized directly into income compared to $1.0 million sold in the quarter ended March 31, 2016 with gains of $99,000. We realized a 3.7% average premium (gain on sale/sold loans) on the sales of mortgage loans for the three months ended March 31, 2017 and 3.8% for the three months ended March 31, 2016. Premiums vary from period to period based upon the mix of government Federal Housing Administration (FHA) and VA loans to conventional loans, geographic markets and market interest rates, specifically 10-year Treasury rates.

 

Noninterest Expense. Noninterest expense increased $841,000, or 18.7%, to $5.3 million for the three months ended March 31, 2017 from $4.5 million for the three months ended March 31, 2016 due primarily to higher salaries and benefits, data processing fees and advertising. The increases were primarily related to expansion of our mortgage banking, which included the addition of new loan production offices in Scottsdale and Tucson, Arizona, Albuquerque, New Mexico, Kirkland and Puyallup, Washington, and Medford, Oregon. Average assets for the quarter ended March 31, 2017 were 22.8% larger than for the quarter ended March 31, 2016. Coinciding with the increase in noninterest expense from the expansion of our mortgage banking operations was a 16.3% increase in gain on sale of loans.

 

Income Tax Expense. Income tax expense (benefit) was ($146,000) and $15,000 for the quarters ended March 31, 2017 and 2016, respectively. The $146,000 benefit recorded for the quarter ended March 2017 represented 42% of loss before income taxes. The $15,000 income tax expense for the quarter ended March 31, 2016 represented a tax extension payment expected to be applied to cover an alternative minimum tax liability. The Company had net operating loss carry-forwards from prior periods which offset income for 2016 so no other income tax expense or income tax benefits were recorded.

 

 

Asset Quality

 

We review loans on a regular basis, and place loans on nonaccrual status when either principal or interest is 90 days or more past due. In addition, we place 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. Once a loan is placed on nonaccrual status, the borrower must generally demonstrate at least six consecutive months of payment performance before the loan is eligible to return to accrual status.

 

Non-Performing Loans and Non-Performing Assets. The following table sets forth information regarding our non-performing assets. As of March 31, 2017 and December 31, 2016, we had no accruing troubled debt restructurings. Troubled debt restructurings include loans for which either a portion of interest or principal has been forgiven, or for loans modified at interest rates materially less than current market rates.

 

		At March 31,				At December 31,
		2017				2016
		(Dollars in thousands)
Nonaccrual loans
Real estate loans:
One- to four-family residential real estate		$	606			$	649
Commercial real estate			3,718				3,719
Commercial and industrial loans			1,579				1,600
Consumer and other loans			-				-
Total nonaccrual loans			5,903				5,968
Accruing loans past due 90 days or more			-				-
Total nonaccrual loans and accruing loans past due 90 days or more			5,903				5,968
Other real estate (ORE)			-				-
Total nonperforming assets		$	5,903			$	5,968
Ratios:
Nonperforming loans to gross loans held for investment			2.26	%			2.44	%
Nonperforming assets to total assets			1.77	%			1.81	%
Nonperforming assets to gross loans held for investment and ORE			2.26	%			2.44	%

  

The nonperforming asset ratios decreased due to the $65,000 decrease in nonaccrual loans, as well as increases in loans.

 

Interest income that would have been recorded for the three months ended March 31, 2017, had nonaccruing loans been current according to their original terms amounted to $81,000. We recognized no interest income on these nonaccrual loans for the three months ended March 31, 2017.

 

At March 31, 2017, we had no loans that were not currently classified as nonaccrual, 90 days past due or troubled debt restructurings where known information about possible credit problems of borrowers caused management to have serious concerns as to the ability of the borrowers to comply with existing loan repayment terms and that could result in disclosure as non-accrual, 90 days past due or troubled debt restructurings.

 

 

Allowance for Loan Losses. The allowance for loan losses is maintained at a level which, in management’s judgment, is adequate to absorb credit losses inherent in the loan portfolio. The amount of the allowance is based on management’s evaluation of the collectability of the loan portfolio, including the nature of the portfolio, credit concentrations, trends in historical loss experience, specific impaired loans, and economic conditions. Allowances for impaired loans are generally determined based on collateral values or the present value of estimated cash flows. Because of uncertainties associated with regional economic conditions, collateral values, and future cash flows on impaired loans, it is reasonably possible that management’s estimate of credit losses inherent in the loan portfolio and the related allowance may change materially in the near-term. The allowance is increased by a provision for loan losses, which is charged to expense and reduced by charge-offs, net of recoveries. Changes in the allowance relating to impaired loans are charged or credited to the provision for loan losses. Management’s periodic evaluation of the adequacy of the allowance is based on the current level of net loan losses, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, and current economic conditions.

 

The following table sets forth activity in our allowance for loan losses for the periods indicated.

 

		Three Months Ended
		2017				2016
		(Dollars in thousands)
Balance at beginning of period		$	2,506			$	1,894
Provision for loan losses			250				52
Charge-offs:
One- to four-family residential real estate loans			-				(11	)
Commercial real estate loans			-				-
Commercial and industrial loans			-				-
Consumer and other loans			-				-
Total charge-offs			-				(11	)
Recoveries:
One- to four-family residential real estate loans			6				1
Commercial real estate loans			1				116
Commercial and industrial loans			-				-
Consumer and other loans			-				-
Total recoveries			7				117
Net recoveries			7				106
Balance at end of period		$	2,763			$	2,052
Allowance for loan losses to  nonperforming loans			46.82	%			151.81	%
Allowance for loan losses to  total loans			1.06	%			1.04	%
Allowance for loan losses to total loans less acquired loans			1.19	%			1.27	%
Net recoveries to average loans outstanding during the period			0.01	%			0.21	%

 

The allowance for loan losses to nonperforming loans ratio decreased due primarily to a 34.6% increase in allowance for loan losses. The allowance for loan losses to total loans ratios increased due to a slightly smaller increase in total gross loans compared to the increase in the allowance for loan losses. The net recoveries to average loans outstanding ratio decreased due to an 25.0% increase in average loans outstanding between the periods, and a 93.2% decrease in net recoveries.

 

Liquidity and Capital Resources

 

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, FHLB borrowings, loan repayments and maturities and sales of securities. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

 

We regularly adjust our investments in liquid assets based upon our assessment of expected loan demand, expected deposit flows, yields available on interest-earning deposits and securities, and the objectives of our asset/liability management program. Excess liquid assets are invested generally in interest-earning deposits with other banks and short- and intermediate-term securities.

 

 

We believe that we have enough sources of liquidity to satisfy our short-term liquidity needs as of March 31, 2017.

 

Our most liquid assets are cash and cash equivalents. The levels of these assets are dependent on our operating, financing, lending and investing activities during any given period. At March 31, 2017, cash and cash equivalents totaled $14.0 million. Securities classified as available-for-sale, which provide additional sources of liquidity, totaled $29.7 million at March 31, 2017. In addition, at March 31, 2017, we had the ability to borrow an additional $84.3 million from the Federal Home Loan Bank of Dallas. On that date, we had $50.0 million of advances outstanding. The Bank also has two lines of credit available with other financial institutions of $6.0 million and 2.0 million, respectively.

 

At March 31, 2017, we had $32.7 million in loan commitments outstanding, and an additional $58.3 million in commitments to originate and sell mortgage loans. In addition, we had $11.5 million in unused lines of credit and no commitments issued under standby letters of credit. Time deposits due within one year as of March 31, 2017 totaled $44.8 million, or 19.4% of total deposits. If these deposits do not remain with us, we will be required to seek other sources of funds, including other time deposits and Federal Home Loan Bank advances. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before March 31, 2018. We believe, however, based on past experience that a significant portion of our time deposits will remain with us, either as time deposits or as other deposit products. We have the ability to attract and retain deposits by adjusting the interest rates offered.

 

We have no material commitments or demands that are likely to affect our liquidity other than set forth above. In the event loan demand were to increase at a pace greater than expected, or any unforeseen demand or commitment were to occur, we would access our borrowing capacity with the Federal Home Loan Bank of Dallas or the other financial institutions, or increase our deposits by offering higher interest rates.

 

Our primary investing activities are the origination of loans and the purchase of securities. During the three months ended March 31, 2017, we originated $____ million of loans held for investment and $45.5 million of mortgage loans held for sale, compared to $20.2 million of loans held for investment and $47.6 million of mortgage loans held for sale during the three months ended March 31, 2016. In the three months ended March 31, 2017 and 2016, we purchased no securities and $2.1 million of securities, respectively. We have not purchased any whole loans in recent periods.

 

Financing activities consist primarily of activity in deposit accounts and Federal Home Loan Bank advances. We experienced a net increase of $5.6 million and a net increase of $8.9 million in total deposits for the three months ended March 31, 2017 and 2016, respectively. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits so that we are competitive in our market area.

 

Federal Home Loan Bank advances remained at the same level and decreased by $2.0 million for the three months ended March 31, 2017 and 2016, respectively. In the first three months of 2017, the $5.6 million in deposit growth helped to maintain the same amount of FHLB borrowings. During the three months ended March 31, 2017, we were able to utilize proceeds from FHLB advances to fund new loan originations.

 

 

Bancorp 34, Inc. is a separate legal entity from the Bank and must provide for its own liquidity to pay any dividends to stockholders, to repurchase its common stock, and for other corporate purposes. Bancorp 34, Inc.’s. primary source of liquidity is dividend payments it may receive from the Bank. At March 31, 2017, Bancorp 34, Inc. (on an unconsolidated basis) had liquid assets of $7.0 million.

 

The net proceeds from the “second-step” stock offering significantly increased our liquidity and capital resources.  Over time, the initial level of liquidity will be reduced as net proceeds from the stock offering are used for general corporate purposes, including funding loans.  Our financial condition and results of operations will be enhanced by the net proceeds from the stock offering, which will increase our net interest-earning assets and net interest income.  However, due to the increase in equity resulting from the net proceeds raised in the stock offering, as well as other factors associated with the stock offering, our return on equity will be adversely affected following the stock offering.

 

The Bank is subject to various regulatory capital requirements, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At March 31, 2017 and December 31, 2016, Bank 34 exceeded all regulatory capital requirements. Bank 34 is considered “well-capitalized” under regulatory guidelines.

 

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

Not applicable, as the Registrant is a smaller reporting company.

 

Item 4. Controls and Procedures

 

An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer 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 Exchange Act of 1934, as amended) as of March 31, 2017. Based on that evaluation, the Company’s management, including the 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, 2017, 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.

 

Part II – Other Information

 

Item 1. Legal Proceedings

 

The Company is subject to various legal actions arising in the normal course of business. In the opinion of management, the resolution of these legal actions is not expected to have a material adverse effect on the Company’s financial condition or results of operations.

 

Item 1A. Risk Factors

 

Not applicable, as the Registrant is a smaller reporting company.

 

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 

(a)

Not applicable.

 

(b)

Not applicable.

 

(c)

There were no issuer repurchases of securities during the period covered by this report.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

Not applicable.

 

Item 5. Other Information

 

None.

 

 

Item 6. Exhibits

 

3.1

Articles of Incorporation of Bancorp 34, Inc. (1)

 

3.2

Bylaws of Bancorp 34, Inc. (1)

 

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

 

32.1

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 Bancorp 34, Inc. Quarterly Report on Form 10-Q for the quarter ended March 31, 2017, formatted in Extensible Business Reporting Language (XBRL): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Comprehensive Income (Loss); (iii) Consolidated Statements of Stockholders’ Equity; (iv) Consolidated Statements of Cash Flows; and (v) Notes to Consolidated Financial Statements.

 

(1)

Incorporated by reference to the Registration Statement on Form S-1 of Bancorp 34, Inc. (File No. 333-21182), originally filed with the Securities and Exchange Commission on June 3, 2016.

 

 

SIGNATURES

 

Pursuant to the requirements 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.

 

		BANCORP 34, INC.
Date:	May 5, 2017	/s/ Jill Gutierrez
		Jill Gutierrez
		Chief Executive Officer
Date:	May 5, 2017	/s/ Jan R. Thiry
		Jan R. Thiry
		Executive Vice President and Chief Financial Officer