10-Q 1 t1601197_10q.htm FORM 10-Q

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

 

 

FORM 10-Q

 

 

 

(Mark One)

xQUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

for the quarterly period ended March 31, 2016

 

OR

 

¨TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

for the transition period from ______________ to ____________

 

Commission file number 000-50820

 

 

 

FIRST CLOVER LEAF FINANCIAL CORP.

(Exact name of registrant as specified in its charter)

 

 

 

Maryland   20-4797391
(State or other jurisdiction of   (I.R.S. Employer Identification No.)
incorporation or organization)    

 

6814 Goshen Road, Edwardsville, IL   62025
(Address of principal executive offices)   (Zip Code)

 

Registrant's telephone number, including area code (618) 656-6122

 

 

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, 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, or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

 

Large accelerated filer ¨ Accelerated filer ¨
   
Non-accelerated filer ¨ (do not check if smaller reporting company) Smaller reporting company x

 

Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

Yes ¨ No x

 

Indicate the number of shares outstanding of each of the issuer's classes of common stock, as of the latest practicable date.

 

Class   Outstanding May 4, 2016
Common Stock, par value $.10 per share   7,005,883

 

  

 

 

 

FIRST CLOVER LEAF FINANCIAL CORP.

FORM 10-Q

 

FOR THE QUARTER ENDED MARCH 31, 2016

 

INDEX

 

  PAGE NO.
   
PART I - Financial Information  
   
Item 1. Financial Statements (Unaudited)  
   
Consolidated Balance Sheets 3
   
Consolidated Statements of Income 4
   
Consolidated Statements of Comprehensive Income 5
   
Consolidated Statements of Cash Flows 5
   
Notes to Consolidated Financial Statements 6
   
Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations 33
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 45
     
Item 4. Controls and Procedures 46
     
PART II - Other Information  
     
Item 1. Legal Proceedings 47
     
Item 1A. Risk Factors 47
     
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 47
     
Item 3. Defaults Upon Senior Securities 47
     
Item 4. Mine Safety Disclosures 47
     
Item 5. Other Information 47
     
Item 6. Exhibits 47
     
Signatures 48

 

   

 

FIRST CLOVER LEAF FINANCIAL CORP.

CONSOLIDATED BALANCE SHEETS

 

 

 

   March 31,   December 31, 
   2016   2015 
   (Unaudited)     
ASSETS          
           
Cash and due from banks  $15,281,467   $14,865,466 
Interest-earning deposits   14,333,284    17,041,862 
Federal funds sold   9,053,968    47,325,238 
Total cash and cash equivalents   38,668,719    79,232,566 
           
Interest-earning time deposits   1,685,000    1,685,000 
Securities available for sale   106,851,846    103,756,614 
Federal Home Loan Bank stock   1,747,763    1,747,763 
Federal Reserve Bank stock   1,676,700    1,676,700 
Loans, net of allowance for loan losses of $6,136,720 and $5,886,225
at March 31, 2016 and December 31, 2015, respectively
   440,449,819    420,463,583 
Loans held for sale   938,366    1,078,785 
Property and equipment, net   9,740,173    9,871,440 
Goodwill   11,385,323    11,385,323 
Bank-owned life insurance   15,450,177    15,336,442 
Core deposit intangible   123,515    138,000 
Foreclosed assets   2,933,451    3,059,101 
Mortgage servicing rights   1,106,535    1,109,720 
Accrued interest receivable   1,803,158    1,620,309 
Other assets   2,304,423    2,712,911 
           
Total assets  $636,864,968   $654,874,257 
           
LIABILITIES AND STOCKHOLDERS' EQUITY          
           
Liabilities:          
Deposits:          
Noninterest-bearing  $68,030,260   $69,296,354 
Interest-bearing   446,427,082    463,861,939 
Total deposits   514,457,342    533,158,293 
           
Federal Home Loan Bank advances   15,997,420    15,995,485 
Securities sold under agreements to repurchase   19,181,030    19,732,766 
Subordinated debentures   4,000,000    4,000,000 
Accrued interest payable   239,294    227,947 
Other liabilities   1,491,386    1,485,891 
Total liabilities   555,366,472    574,600,382 
           
Stockholders' Equity          
Preferred stock, $.10 par value, 10,000,000 shares authorized,          
no shares issued   -    - 
Common stock, $.10 par value, 20,000,000 shares authorized,          
7,005,883 shares issued and outstanding at          
March 31, 2016 and December 31, 2015   700,588    700,588 
Additional paid-in capital   55,806,256    55,806,256 
Retained earnings   23,962,032    23,369,037 
Accumulated other comprehensive income   1,029,620    397,994 
Total stockholders' equity   81,498,496    80,273,875 
           
Total liabilities and stockholders' equity  $636,864,968   $654,874,257 

 

 See notes to consolidated financial statements.3.

 

FIRST CLOVER LEAF FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF INCOME

(UNAUDITED)

 

 

 

   Three Months Ended 
   March 31, 
   2016   2015 
Interest and dividend income:          
Interest and fees on loans  $4,462,660   $4,293,439 
Securities:          
Taxable interest income   298,872    289,183 
Nontaxable interest income   267,687    284,023 
Federal Reserve Bank dividends   25,437    25,051 
Interest-earning deposits, federal funds sold, and other   76,061    26,225 
Total  interest and dividend income   5,130,717    4,917,921 
           
Interest expense:          
Deposits   581,995    524,628 
Federal Home Loan Bank advances   65,837    25,815 
Securities sold under agreements to repurchase   13,264    828 
Subordinated debentures   25,055    21,657 
Total  interest expense   686,151    572,928 
           
Net interest income   4,444,566    4,344,993 
           
Provision (credit) for loan losses   250,000    (500,000)
           
Net interest income after provision (credit) for loan losses   4,194,566    4,844,993 
           
Non-interest income:          
Service fees on deposit accounts   127,630    106,908 
Other service charges and fees   122,154    113,853 
Loan servicing fees   78,624    72,768 
Gain on sale of securities   29,181    - 
Gain on sale of loans   126,151    181,121 
Other   129,471    123,776 
    613,211    598,426 
           
Non-interest expense:          
Compensation and employee benefits   1,961,299    1,851,637 
Occupancy expense   365,725    390,759 
Data processing services   209,282    191,790 
Director fees   49,550    47,750 
Professional fees   146,092    127,344 
FDIC insurance premiums   90,000    110,000 
Foreclosed asset related expenses   9,185    2,199 
Amortization of core deposit intangible   14,485    14,485 
Amortization of mortgage servicing rights   38,580    22,885 
Other   613,999    595,462 
    3,498,197    3,354,311 
           
Income before income taxes   1,309,580    2,089,108 
           
Income tax expense   296,232    617,854 
           
Net income  $1,013,348   $1,471,254 
           
Basic and diluted earnings per share  $0.14   $0.21 
Dividends per share  $0.06   $0.06 

 

 See notes to consolidated financial statements.4.

 

FIRST CLOVER LEAF FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(UNAUDITED)

 

 

 

   Three Months Ended 
   March 31, 
   2016   2015 
         
Net income  $1,013,348   $1,471,254 
Other comprehensive income:          
Unrealized gains on securities available for sale arising during the period   1,064,633    864,277 
Reclassification adjustment for realized gains included in income   (29,181)   - 
Tax effect   (403,826)   (343,334)
Total other comprehensive income    631,626    520,943 
Comprehensive income  $1,644,974   $1,992,197 

  

CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

 

 

 

   Three Months Ended 
   March 31, 
   2016   2015 
Cash flows from operating activities          
Net income  $1,013,348   $1,471,254 
Adjustments to reconcile net income to net cash provided          
by operating activities:          
Amortization (accretion) of:          
Deferred loan origination costs, net   5,674    (6,945)
Premiums and discounts on securities   180,726    186,363 
Core deposit intangible   14,485    14,485 
Mortgage servicing rights   38,580    22,885 
Fair value adjustments   (3,282)   (15,737)
Provision (credit) for loan losses   250,000    (500,000)
Depreciation   136,096    156,431 
Gain on sale of securities   (29,181)   - 
Gain on sale of loans   (126,151)   (181,121)
Loss (gain) on sale of foreclosed assets   (223)   1,336 
Earnings on bank-owned life insurance   (113,735)   (116,701)
Increase in mortgage servicing rights   (35,395)   (45,217)
Proceeds from sales of loans held for sale   5,046,277    5,500,731 
Originations of loans held for sale   (4,779,707)   (6,027,810)
Change in assets and liabilities:          
Accrued interest receivable and other assets   (178,187)   313,547 
Accrued interest payable   11,347    449 
Other liabilities   5,495    40,865 
Net cash provided by operating activities   1,436,167    814,815 
           
(Continued)

 

 See notes to consolidated financial statements.5.

 

FIRST CLOVER LEAF FINANCIAL CORP.

CONSOLIDATED STATEMENTS OF CASH FLOWS (CONTINUED)

(UNAUDITED)

 

 

 

   Three Months Ended 
   March 31, 
   2016   2015 
Cash flows from investing activities        
Purchase of interest-earning time deposits  $-   $(4,382)
Available for sale securities:          
Purchases   (11,790,271)   (9,021,065)
Proceeds from calls, maturities, and principal repayments   5,901,941    5,889,340 
Proceeds from sales   3,686,240    - 
Increase in loans   (20,241,910)   (468,609)
Purchase of property and equipment   (8,847)   (18,961)
Proceeds from the sale of foreclosed assets   125,873    37,923 
Net cash used in investing activities   (22,326,974)   (3,585,754)
           
Cash flows from financing activities          
Net decrease in deposit accounts   (18,700,951)   (1,160,023)
Net decrease (increase) in securities sold under agreements to repurchase   (551,736)   2,633,429 
Cash dividends paid   (420,353)   (420,436)
Net cash provided by (used in) financing activities   (19,673,040)   1,052,970 
           
Net decrease in cash and cash equivalents   (40,563,847)   (1,717,969)
           
Cash and cash equivalents:          
Beginning   79,232,566    49,066,462 
           
Ending  $38,668,719   $47,348,493 
           
Supplemental disclosures of cash flow information          
Cash paid during the period for:          
Interest  $672,869   $570,544 
Income taxes, net of refunds   50,000    - 

 

NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

The information contained in the accompanying consolidated financial statements is unaudited. In the opinion of management, the consolidated financial statements contain all adjustments necessary for a fair statement of the results of operations for the interim periods. All such adjustments are of a normal recurring nature. Any differences appearing between the numbers presented in the financial statements and management’s discussion and analysis are due to rounding. The results of operations for the interim periods are not necessarily indicative of the results which may be expected for the entire year or for any other period. These consolidated financial statements should be read in conjunction with the consolidated financial statements of First Clover Leaf Financial Corp. (the “Company” or “First Clover Leaf”) for the year ended December 31, 2015 contained in the 2015 Annual Report to Stockholders that is filed as Exhibit 13 to the Company’s Annual Report on Form 10-K. Accordingly, footnote disclosures which would substantially duplicate the disclosures in the audited consolidated financial statements have been omitted.

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions which affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements, as well as the reported amounts of income and expenses during the reported periods. Actual results could differ from those estimates.

 

 See notes to consolidated financial statements.6.

 

The Company is a single-bank holding company, whose wholly-owned bank subsidiary, First Clover Leaf Bank (the “Bank”), which is a community bank operating with six branch locations in Madison and St. Clair Counties in Illinois along with one branch location in Clayton, Missouri. The Bank is subject to competition from other financial institutions and nonfinancial institutions providing financial products and services. Additionally, the Company and the Bank are subject to the regulations of certain regulatory agencies and undergo periodic examinations by those regulatory agencies. In August 2014, the Bank converted from a federal savings and loan association to a nationally chartered bank. First Clover Leaf’s common stock is traded on the NASDAQ Capital Market under the symbol “FCLF”.

 

Recent Accounting Pronouncements: The following accounting standards were recently issued relating to the financial services industry:

 

In May 2014, the Financial Accounting Standard Board (the “FASB”) issued an update creating FASB Topic 606, Revenue from Contracts with Customers.  The guidance in this update affects any entity that either enters into contracts with customers to transfer goods or services or enters into contracts for the transfer of nonfinancial assets unless those contracts are within the scope of other standards (for example, insurance contracts or lease contracts).  The core principle of the guidance is that an entity should recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods or services.  The guidance provides steps to follow to achieve the core principle.  An entity should disclose sufficient information to enable users of financial statements to understand the nature, amount, timing and uncertainty of revenue and cash flows arising from contracts with customers.  Qualitative and quantitative information is required about contracts with customers, significant judgments and changes in judgments, and assets recognized from the costs to obtain or fulfill a contract.  The amendments in this update become effective for annual periods and interim periods within those annual periods beginning after December 15, 2017.  We are currently evaluating the impact of adopting the new guidance on the consolidated financial statements.

 

In January 2016, the FASB issued an update (ASU No. 2016-01, Financial Instruments - Recognition and Measurement of Financial Assets and Liabilities). The new guidance is intended to improve the recognition and measurement of financial instruments by requiring: equity investments (other than equity method or consolidation) to be measured at fair value with changes in fair value recognized in net income; public business entities to use the exit price notion when measuring the fair value of financial instruments for disclosure purposes; separate presentation of financial assets and financial liabilities by measurement category and form of financial assets (i.e. securities or loans and receivables) on the balance sheet or the accompanying notes to the financial statements; eliminating the requirement to disclose the fair value of financial instruments measured at amortized cost for organizations that are not public business entities; eliminating the requirement for non-public business entities to disclose the method(s) and significant assumptions used to estimate the fair value that is to be required to be disclosed for financial instruments measured at amortized cost on the balance sheet; and requiring a reporting organization to present separately in other comprehensive income the portion of the total change in fair value of a liability resulting from the change in the instrument-specific credit risk (also referred to as “own credit”) when the organization has elected to measure the liability at fair value in accordance with the fair value option for financial instruments. The new guidance is effective for public business entities for fiscal years beginning after December 15, 2017. We are currently evaluating the impact of adopting the new guidance on the consolidated financial statements.

 

In February 2016, the FASB issued ASU No. 2016-02, “Leases (Topic 842)” (“ASU 2016-02”). The standard requires a lessee to recognize assets and liabilities on the balance sheet for leases with lease terms greater than 12 months. ASU 2016-02 is effective for fiscal years, and interim periods within those years, beginning after December 15, 2018, and early adoption is permitted. We are currently evaluating the impact that the standard will have on our consolidated financial statements.

 

Reclassifications: Certain reclassifications have been made to conform to the current year presentation. These reclassifications had no impact on the Company’s net income or total stockholders’ equity.

 

 See notes to consolidated financial statements.7.

 

NOTE 2 – SECURITIES AVAILABLE FOR SALE

 

The amortized cost and fair values of securities with gross unrealized gains and losses as of the dates indicated are summarized as follows:

 

   March 31, 2016 
       Gross   Gross     
   Amortized   Unrealized   Unrealized   Fair 
   Cost   Gains   (Losses)   Value 
U.S. government agency obligations  $30,637,131   $291,482   $-   $30,928,613 
State and municipal securities   43,360,933    1,384,348    (70,189)   44,675,092 
Other securities   3,501    -    -    3,501 
Mortgage-backed: residential   31,162,379    143,625    (61,364)   31,244,640 
                     
   $105,163,944   $1,819,455   $(131,553)  $106,851,846 

 

   December 31, 2015 
       Gross   Gross     
   Amortized   Unrealized   Unrealized   Fair 
   Cost   Gains   (Losses)   Value 
U.S. government agency obligations  $29,183,789   $26,006   $(161,693)  $29,048,102 
State and municipal securities   44,746,083    1,156,547    (168,391)   45,734,239 
Other securities   3,501    -    -    3,501 
Mortgage-backed: residential   29,170,791    60,300    (260,319)   28,970,772 
                     
   $103,104,164   $1,242,853   $(590,403)  $103,756,614 

 

 See notes to consolidated financial statements.8.

 

NOTE 2 – SECURITIES AVAILABLE FOR SALE (Continued)

 

Unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position as of March 31, 2016 and December 31, 2015, are summarized as follows:

 

   March 31, 2016 
   Less than 12 Months   12 Months or More   Total 
   Fair   Unrealized   Fair   Unrealized   Fair   Unrealized 
   Value   Losses   Value   Losses   Value   Losses 
State and municipal securities  $1,205,729   $(10,653)  $4,927,928   $(59,536)  $6,133,657   $(70,189)
Mortgage-backed: residential   4,560,610    (7,753)   6,707,497    (53,611)   11,268,107    (61,364)
                               
   $5,766,339   $(18,406)  $11,635,425   $(113,147)  $17,401,764   $(131,553)

 

   December 31, 2015 
   Less than 12 Months   12 Months or More   Total 
   Fair   Unrealized   Fair   Unrealized   Fair   Unrealized 
   Value   Losses   Value   Losses   Value   Losses 
U.S. government agency Obligations  $15,928,702   $(82,008)  $5,934,944   $(79,685)  $21,863,646   $(161,693)
State and municipal securities   7,666,691    (66,224)   4,927,928    (102,167)   12,594,619    (168,391)
Mortgage-backed: residential   18,251,546    (183,188)   4,227,473    (77,131)   22,479,019    (260,319)
                               
   $41,846,939   $(331,420)  $15,090,345   $(258,983)  $56,937,284   $(590,403)

 

Management evaluates the investment portfolio on at least a quarterly basis to determine if investments have suffered an other-than-temporary decline in value. In addition, management monitors market trends, investment grades, bond defaults and other circumstances to identify trends and circumstances that might impact the carrying value of equity securities.

 

At March 31, 2016, the Company had 18 securities in an unrealized loss position which included: seven state and municipal securities and 11 mortgage-backed securities. This was a decrease from 67 securities at December 31, 2015. The unrealized losses resulted from changes in market interest rates and liquidity, as opposed to changes in the probability of contractual cash flows. The Company does not intend to sell the securities, and it is not more-likely-than-not that the Company will be required to sell the securities prior to recovery of the amortized cost. Full collection of the amounts due according to the contractual terms of the securities was expected as of March 31, 2016; therefore, the Company did not consider these investments to be other-than-temporarily impaired at March 31, 2016.

 

 See notes to consolidated financial statements.9.

 

NOTE 2 – SECURITIES AVAILABLE FOR SALE (Continued)

 

The amortized cost and fair value of the Company’s securities at March 31, 2016 by contractual maturity, are shown below. Maturities may differ from contractual maturities in mortgage-backed securities because the mortgages underlying the securities may be called or repaid without any penalties. Additionally, an item in our “other securities” category has no stated maturity. Therefore, stated maturities are not disclosed for these items.

 

   Amortized   Fair 
   Cost   Value 
Due in one year or less  $7,019,566   $7,059,994 
Due after one year through five years   24,628,793    24,964,795 
Due after five years through ten years   31,929,138    32,857,989 
Due after ten years   10,420,567    10,720,927 
Other securities - non-maturing   3,501    3,501 
Mortgage-backed: residential   31,162,379    31,244,640 
           
   $105,163,944   $106,851,846 

 

Securities with a carrying amount of approximately $84,723,000 and $66,882,000 were pledged to secure deposits, as required or permitted by law, at March 31, 2016 and December 31, 2015, respectively.

 

At March 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. The Company received proceeds of $3,686,240 from the sale of securities during the three months ended March 31, 2016, resulting in gross realized gains of $29,489 and gross realized losses of $308. For the same time period last year, there were no sales of securities.

 

 See notes to consolidated financial statements.10.

 

NOTE 3 - LOANS

 

The components of the Company’s loans are as follows:

 

   At March 31,   At December 31, 
   2016   2015 
   Amount   Percent   Amount   Percent 
Real estate loans:                    
One-to-four family  $114,947,143    25.8%  $110,792,710    26.0%
Multi-family   40,076,509    9.0    41,182,067    9.7 
Commercial   162,333,501    36.4    153,634,426    36.0 
Construction and land   12,585,343    2.8    13,588,626    3.2 
    329,942,496    74.0    319,197,829    74.9 
                     
Commercial business   99,712,501    22.3    89,743,511    21.1 
                     
Consumer:                    
Home equity   12,911,298    2.8    13,656,008    3.2 
Automobile and other   3,797,141    0.9    3,523,696    0.8 
    16,708,439    3.6    17,179,704    4.0 
                     
Total gross loans   446,363,436    100.0%   426,121,044    100.0%
Deferred loan origination costs, net   223,103         228,764      
Allowance for loan losses   (6,136,720)        (5,886,225)     
                     
Loans, net  $440,449,819        $420,463,583      

 

The Company has certain lending policies and procedures in place that are designed to maximize loan income within an acceptable level of risk. Management reviews and presents these policies to the board of directors at least annually. A reporting system supplements the review process by providing management with reports related to loan production, loan quality, loan delinquencies and non-performing and potential problem loans.

 

Additional information regarding our accounting policies for the individual loan categories is contained in our 2015 Annual Report to Stockholders that is filed as Exhibit 13 to the Company’s Annual Report on Form 10-K.

 

On occasion, the Company originates loans secured by single-family dwellings with initial loan to value ratios exceeding 90%. As of March 31, 2016 and December 31, 2015, these loans represented 1.88% and 2.07%, respectively, of our combined one-to-four family and home equity portfolios. The Company did not consider the level of such loans to be a significant concentration of credit as of March 31, 2016 or December 31, 2015.

 

The recorded investment in loans does not include accrued interest and loan origination fees due to immateriality. The allowance for loan losses does not include a component for undisbursed loan commitments; rather this amount is included in other liabilities.

 

 See notes to consolidated financial statements.11.

 

NOTE 3 - LOANS (Continued)

 

The following tables present our past-due loans, segregated by class, as of March 31, 2016 and December 31, 2015:

 

March 31, 2016
                             
   Loans
30-59 Days Past
Due
   Loans
60-89 Days Past
Due
   Loans
90 or More
Days Past Due
   Total
Past Due Loans
   Current
Loans
   Total   Accruing Loans
90 or More
Days Past Due
 
Real estate loans:                                   
One-to-four family  $143,909   $-   $156,445   $300,354   $114,646,789   $114,947,143   $- 
Multi-family   -    -    -    -    40,076,509    40,076,509    - 
Commercial   716,392    -    165,956    882,348    161,451,153    162,333,501    - 
Construction and land   -    -    -    -    12,585,343    12,585,343    - 
    860,301    -    322,401    1,182,702    328,759,794    329,942,496    - 
                                    
Commercial business   -    -    87,254    87,254    99,625,247    99,712,501    - 
                                    
Consumer:                                   
Home equity   31,997    -    110,735    142,732    12,768,566    12,911,298    - 
Automobile and other   3,937    -    4,924    8,861    3,788,280    3,797,141    475 
    35,934    -    115,659    151,593    16,556,846    16,708,439    475 
                                    
Total  $896,235   $-   $525,314   $1,421,549   $444,941,887   $446,363,436   $475 

 

December 31, 2015
                             
   Loans
30-59 Days Past
Due
   Loans
60-89 Days Past
Due
   Loans
90 or More
Days Past Due
   Total
Past Due Loans
   Current
Loans
   Total   Accruing Loans
90 or More
Days Past Due
 
Real estate loans:                                   
One-to-four family  $331,479   $259,240   $33,839   $624,558   $110,168,152   $110,792,710   $- 
Multi-family   -    -    -    -    41,182,067    41,182,067    - 
Commercial   -    -    111,706    111,706    153,522,720    153,634,426    - 
Construction and land   -    -    -    -    13,588,626    13,588,626    - 
    331,479    259,240    145,545    736,264    318,461,565    319,197,829    - 
                                    
Commercial business   -    -    87,254    87,254    89,656,257    89,743,511    - 
                                    
Consumer:                                   
Home equity   57,625    -    89,407    147,032    13,508,976    13,656,008    - 
Automobile and other   500    -    -    500    3,523,196    3,523,696    - 
    58,125    -    89,407    147,532    17,032,172    17,179,704    - 
                                    
Total  $389,604   $259,240   $322,206   $971,050   $425,149,994   $426,121,044   $- 
                                    

 

 See notes to consolidated financial statements.12.

 

NOTE 3 - LOANS (Continued)

 

All loans are reviewed on a regular basis and are placed on non-accrual status when, in the opinion of management, there is reasonable probability of loss of principal or collection of additional interest is deemed insufficient to warrant further accrual. Generally, we place all loans 90 days or more past due on non-accrual status. However, exceptions may occur when a loan is in process of renewal, but it has not yet been completed. In addition, we may place any loan on non-accrual status if any part of it is classified as loss or if any part has been charged-off. When a loan is placed on non-accrual status, total interest accrued and unpaid to date is reversed. Subsequent payments are applied to the outstanding principal balance.

 

Non-accrual loans, segregated by class, are as follows:

 

   March 31,   December 31, 
   2016   2015 
Real estate loans:          
One-to-four family  $1,393,145   $601,833 
Multi-family   972,934    995,659 
Commercial   2,450,937    1,245,023 
Construction and land   -    - 
    4,817,016    2,842,515 
           
Commercial business   238,925    263,233 
           
Consumer:          
Home equity   237,002    124,627 
Automobile and other   11,695    8,558 
    248,697    133,185 
           
Total non-accrual loans  $5,304,638   $3,238,933 

 

 See notes to consolidated financial statements.13.

 

NOTE 3 - LOANS (Continued)

 

The following tables present the activity in the allowance for loan losses for the three months ended March 31, 2016 and 2015. Allocation of a portion of the allowance to one category of loans does not preclude its availability to absorb losses in other categories.

 

Three months ended March 31, 2016
   Beginning
Balance
   Charge-offs   Recoveries   Provision   Ending Balance 
Real estate loans:                         
One-to-four family  $1,139,730   $-   $984   $17,396   $1,158,110 
Multi-family   474,368    -    3,000    (65,849)   411,519 
Commercial   1,984,088    -    2,778    462,572    2,449,438 
Construction and land   497,992    -    -    (60,781)   437,211 
    4,096,178    -    6,762    353,338    4,456,278 
                          
Commercial business   1,434,687    -    7,130    (113,301)   1,328,516 
                          
Consumer                         
Home equity   279,670    -    -    796    280,466 
Automobile and other   75,690    (13,471)   74    9,167    71,460 
    355,360    (13,471)   74    9,963    351,926 
                          
Total  $5,886,225   $(13,471)  $13,966   $250,000   $6,136,720 

 

 

Three months ended March 31, 2015
   Beginning
Balance
   Charge-offs   Recoveries   Provision   Ending Balance 
Real estate loans:                         
One-to-four family  $1,119,762   $(25,258)  $-   $221,309   $1,315,813 
Multi-family   436,833    -    1,000    1,828    439,661 
Commercial   1,650,290    (25,742)   730    485,572    2,110,850 
Construction and land   1,194,917    -    811,350    (1,277,178)   729,089 
    4,401,802    (51,000)   813,080    (568,469)   4,595,413 
                          
Commercial business   951,215    -    54,290    46,208    1,051,713 
                          
Consumer                         
Home equity   198,150    -    -    22,215    220,365 
Automobile and other   10,275    -    495    46    10,816 
    208,425    -    495    22,261    231,181 
                          
Total  $5,561,442   $(51,000)  $867,865   $(500,000)  $5,878,307 

 

 See notes to consolidated financial statements.14.

 

NOTE 3 - LOANS (Continued)

 

The following tables separate the allocation of the allowance for loan losses and the loan balances between loans evaluated both individually and collectively as of March 31, 2016 and December 31, 2015:

 

March 31, 2016
   Period-end allowance allocated to loans:   Loans evaluated for impairment: 
   Individually
evaluated for
impairment
   Collectively
evaluated for
impairment
   Ending
Balance
   Individually   Collectively   Ending Balance 
Real estate loans:                              
One-to-four family  $255,817   $902,293   $1,158,110   $1,439,820   $113,507,323   $114,947,143 
Multi-family   -    411,519    411,519    972,934    39,103,575    40,076,509 
Commercial   728,378    1,721,060    2,449,438    3,806,195    158,527,306    162,333,501 
Construction and land   -    437,211    437,211    181,640    12,403,703    12,585,343 
    984,195    3,472,083    4,456,278    6,400,589    323,541,907    329,942,496 
                               
Commercial business   205,256    1,123,260    1,328,516    492,920    99,219,581    99,712,501 
                               
Consumer:                              
Home equity   79,183    201,283    280,466    253,928    12,657,370    12,911,298 
Automobile and other   -    71,460    71,460    11,695    3,785,446    3,797,141 
    79,183    272,743    351,926    265,623    16,442,816    16,708,439 
                               
Total  $1,268,634   $4,868,086   $6,136,720   $7,159,132   $439,204,304   $446,363,436 
                               

 

December 31, 2015
   Period-end allowance allocated to loans:   Loans evaluated for impairment: 
   Individually
evaluated for
impairment
   Collectively
evaluated for
impairment
   Ending
Balance
   Individually   Collectively   Ending Balance 
Real estate loans:                              
One-to-four family  $116,724   $1,023,006   $1,139,730   $905,974   $109,886,736   $110,792,710 
Multi-family   -    474,368    474,368    995,659    40,186,408    41,182,067 
Commercial   183,966    1,800,122    1,984,088    2,735,652    150,898,774    153,634,426 
Construction and land   -    497,992    497,992    186,888    13,401,738    13,588,626 
    300,690    3,795,488    4,096,178    4,824,173    314,373,656    319,197,829 
                               
Commercial business   259,787    1,174,900    1,434,687    586,103    89,157,408    89,743,511 
                               
Consumer:                              
Home equity   49,782    229,888    279,670    141,649    13,514,359    13,656,008 
Automobile and other   -    75,690    75,690    8,558    3,515,138    3,523,696 
    49,782    305,578    355,360    150,207    17,029,497    17,179,704 
                               
Total  $610,259   $5,275,966   $5,886,225   $5,560,483   $420,560,561   $426,121,044 
                               

 

 See notes to consolidated financial statements.15.

 

NOTE 3 - LOANS (Continued)

 

Credit Quality Indicators: As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt and comply with various terms of their loan agreements. The Company considers current financial information, historical payment experience, credit documentation, public information and current economic trends. Generally, all sizeable credits receive a financial review no less than annually to monitor and adjust, if necessary, the credit’s risk profile. Credits classified as watch generally receive a review more frequently than annually. A watch classification is generally used for new businesses, for a business expanding in a new direction, or for borrowers experiencing temporary difficulties. The risk category of homogeneous loans, including consumer loans and smaller balance loans, is evaluated when the loan becomes delinquent. For special mention, substandard, and doubtful credit classifications, the frequency of review is increased to no less than quarterly in order to determine potential impact on credit loss estimates.

 

The Company categorizes loans into the following risk categories based on relevant information about the ability of borrowers to service their debt:

 

Pass - A pass asset is well protected by the current worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less cost to acquire and sell, of any underlying collateral in a timely manner. Pass assets also include certain assets considered watch, which are still protected by the worth and paying capacity of the borrower but deserve closer attention and a higher level of credit monitoring.

 

Special Mention - A special mention asset has potential weaknesses that deserve management’s close attention. The asset may also be subject to a weak or speculative market or to economic conditions, which may in the future adversely affect the obligor. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Bank’s credit position at some future date. Special mention assets are not adversely classified and do not expose the Bank to sufficient risk to warrant adverse classification.

 

Substandard - A substandard asset is an asset with a well-defined weakness that jeopardizes repayment, in whole or in part, of the debt. These credits are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged. These assets are characterized by the distinct possibility that the institution will sustain some loss of principal and/or interest if the deficiencies are not corrected. It is not necessary for a loan to have an identifiable loss potential in order to receive this rating.

 

Doubtful - An asset that has all the weaknesses inherent in the substandard classification, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently known facts, conditions and values, highly questionable and improbable. The possibility of loss is extremely likely, but it is not identified at this point due to pending factors.

 

Loss - An asset, or portion thereof, classified as loss is considered uncollectible and of such little value that its continuance on the Company’s books as an asset is not warranted. This classification does not necessarily mean that an asset has no recovery or salvage value; but rather, there is much doubt about whether, how much, or when the recovery would occur. As such, it is not practical or desirable to defer the write-off. Therefore, there is no balance to report for credits categorized as loss.

 See notes to consolidated financial statements.16.

 

NOTE 3 - LOANS (Continued)

 

The following tables present our credit quality indicators, segregated by class, as of March 31, 2016 and December 31, 2015:

 

March 31, 2016
   Pass   Special Mention   Substandard   Doubtful   Total 
Real estate loans:                         
One-to-four family  $112,613,202   $760,956   $1,572,985   $-   $114,947,143 
Multi-family   36,512,572    2,591,003    972,934    -    40,076,509 
Commercial   151,528,000    5,234,558    5,570,943    -    162,333,501 
Construction and land   12,012,297    -    573,046    -    12,585,343 
    312,666,071    8,586,517    8,689,908    -    329,942,496 
                          
Commercial business   96,902,344    2,095,827    714,330    -    99,712,501 
                          
Consumer:                         
Home equity   12,619,655    -    208,428    83,215    12,911,298 
Automobile and other   3,781,307    -    4,139    11,695    3,797,141 
    16,400,962    -    212,567    94,910    16,708,439 
                          
Total  $425,969,377   $10,682,344   $9,616,805   $94,910   $446,363,436 

 

December 31, 2015
   Pass   Special Mention   Substandard   Doubtful   Total 
Real estate loans:                         
One-to-four family  $109,161,526   $772,127   $859,057   $-   $110,792,710 
Multi-family   37,571,827    2,614,581    995,659    -    41,182,067 
Commercial   143,837,755    5,295,878    4,500,793    -    153,634,426 
Construction and land   13,143,977    -    444,649    -    13,588,626 
    303,715,085    8,682,586    6,800,158    -    319,197,829 
                          
Commercial business   85,604,981    3,323,003    815,527    -    89,743,511 
                          
Consumer:                         
Home equity   13,504,552    -    68,241    83,215    13,656,008 
Automobile and other   3,510,289    -    4,849    8,558    3,523,696 
    17,014,841    -    73,090    91,773    17,179,704 
                          
Total  $406,334,907   $12,005,589   $7,688,775   $91,773   $426,121,044 
                          

 

 See notes to consolidated financial statements.17.

 

NOTE 3 - LOANS (Continued)

 

The following tables provide details of impaired loans, segregated by class, as of and for the periods indicated. The unpaid contractual balance represents the recorded balance prior to any partial charge-offs. The recorded investment represents customer balances net of any partial charge-offs recognized on the loans.

 

   As of March 31, 2016   As of December 31, 2015 
   Unpaid
Contractual
Principal
Balance
   Recorded
Investment
   Allowance for
Loan Losses
Allocated
   Unpaid
Contractual
Principal
Balance
   Recorded
Investment
   Allowance for
Loan Losses
Allocated
 
With no related allowance recorded:                              
Real estate loans:                              
One-to-four family  $679,841   $679,841   $-   $648,750   $648,750   $- 
Multi-family   1,455,412    972,934    -    1,478,137    995,659    - 
Commercial   2,176,746    1,986,844    -    2,246,797    2,193,291    - 
Construction and land   181,640    181,640    -    186,888    186,888    - 
    4,493,639    3,821,259    -    4,560,572    4,024,588    - 
                               
Commercial business   87,254    87,254    -    87,254    87,254    - 
                               
Consumer:                              
Home equity   74,342    74,342    -    52,242    52,242      
Automobile and other   25,166    11,695    -    8,558    8,558    - 
    99,508    86,037         60,800    60,800    - 
Subtotal  $4,680,401   $3,994,550   $-   $4,708,626   $4,172,642   $- 
                               
With an allowance recorded:                              
Real estate loans:                              
One-to-four family  $759,979   $759,979   $255,817   $257,224   $257,224   $116,724 
Commercial   1,819,351    1,819,351    728,378    685,759    542,361    183,966 
    2,579,330    2,579,330    984,195    942,983    799,585    300,690 
                               
Commercial business   405,666    405,666    205,256    498,849    498,849    259,787 
                               
Consumer:                              
Home equity   179,586    179,586    79,183    89,407    89,407    49,782 
                               
Subtotal   3,164,582    3,164,582    1,268,634    1,531,239    1,387,841    610,259 
Total  $7,844,983   $7,159,132   $1,268,634   $6,239,865   $5,560,483   $610,259 
                               

 

 See notes to consolidated financial statements.18.

 

NOTE 3 - LOANS (Continued)

 

   For the three months ended March 31, 2016   For the three months ended March 31, 2015 
   Average
Recorded
Investment
   Interest Income
Recognized
   Cash Basis
Interest
Recognized
   Average
Recorded
Investment
   Interest Income
Recognized
   Cash Basis
Interest
Recognized
 
With no related allowance recorded:                              
Real estate loans:                              
One-to-four family  $664,296   $466   $-   $626,897   $1,706   $- 
Multi-family   984,296    -    -    1,280,033    -    - 
Commercial   2,090,068    17,995    -    772,532    -    - 
Construction and land   184,264    2,062    -    1,575,252    2,267    - 
    3,922,924    20,523    -    4,254,714    3,973    - 
                               
Commercial business   87,254    -    -    12,547    -    - 
                               
Consumer:                              
Home equity   63,292    254    -    55,082    256    - 
Automobile and other   10,126    -    -    -    -    - 
    73,418    254    -    55,082    256    - 
                               
Subtotal  $4,083,596   $20,777   $-   $4,322,343   $4,229   $- 
                               
With an allowance recorded:                              
Real estate loans:                              
One-to-four family  $508,601   $4,506   $-   $709,663   $5,711   $- 
Commercial   1,180,856    501    -    1,159,778    4,270    - 
    1,689,457    5,007    -    1,869,441    9,981    - 
                               
Commercial business   452,258    3,454    -    113,375    1,893    - 
                               
Consumer:                              
Home equity   134,497    227    -    9,902    -    - 
                               
Subtotal   2,276,212    8,688    -    1,992,718    11,874    - 
Total  $6,359,808   $29,465   $-   $6,315,061   $16,103   $- 

 

 See notes to consolidated financial statements.19.

 

NOTE 3 - LOANS (Continued)

 

Troubled Debt Restructurings:

 

The Company had allocations of $159,453 of specific reserves on $3,064,251 of loans to customers whose loan terms have been modified in troubled debt restructurings as of March 31, 2016. The Company had $380,593 of allocations of specific reserves on $3,925,262 of loans to customers whose loan terms were modified in troubled debt restructurings as of December 31, 2015. The amount the Company had committed to lend to loan customers that are classified as troubled debt restructurings was not material as of March 31, 2016 or December 31, 2015.

 

During the three months ended March 31, 2016 and 2015, there were no loans modified as troubled debt restructurings.

 

There were no troubled debt restructurings for which there was a payment default within twelve months following the modification during the three months ended March 31, 2016 and 2015.

 

A loan is considered to be in payment default once it is 60 days contractually past due under the modified terms.

 

The recorded investment in consumer loans collateralized by residential real estate property that was in the process of foreclosure was not material as of March 31, 2016 and December 31, 2015.

 

NOTE 4 - GOODWILL

 

In accordance with ASC Topic 350, Intangibles - Goodwill and Other, goodwill and intangible assets with indefinite useful lives are no longer amortized; rather they are assessed, at least annually, for impairment. The Company tests goodwill for impairment on an annual basis as of September 30. Goodwill is also tested for impairment on an interim basis if an event occurs or circumstances change between annual tests that would more-likely-than-not reduce the fair value of the reporting unit below its carrying value. During 2015, at our annual impairment assessment date of September 30, our analysis indicated that no impairment existed.

 

 See notes to consolidated financial statements.20.

  

NOTE 5 – SECURITIES SOLD UNDER AGREEMENTS TO REPURCHASE

 

Securities sold under agreements to repurchase are shown below.

 

   March 31, 2016 
   Remaining Contractual Maturity of the Agreements 
   Overnight and
Continuous
   Up to
 30 days
   30 - 90
days
   Greater than 90
days
   Total 
Repurchase agreements and repurchase-to-maturity transactions  $19,181,030   $-   $-   $-   $19,181,030 
                          
Gross amount of recognized liabilities for repurchase agreements in Consolidated Balance Sheet                      $19,181,030 

 

   December 31, 2015 
   Remaining Contractual Maturity of the Agreements 
   Overnight and
Continuous
   Up to
 30 days
   30 - 90
days
   Greater than 90
days
   Total 
Repurchase agreements and repurchase-to-maturity transactions  $19,732,766   $-   $-   $-   $19,732,766 
                          
Gross amount of recognized liabilities for repurchase agreements in Consolidated Balance Sheet                      $19,732,766 

 

Securities sold under agreements to repurchase were secured by securities with an approximate carrying amount of $40,588,000 and $26,458,000 at March 31, 2016 and December 31, 2015, respectively. The carrying amount at March 31, 2016 was comprised of $14,793,000 in securities issued by U.S. government agencies, $11,684,000 in state and municipal securities, and $14,111,000 in mortgage-backed securities. The carrying amount at December 31, 2015 was comprised of $13,962,000 in securities issued by U.S. government agencies, $8,419,000 in state and municipal securities, and $4,077,000 in mortgage-backed securities. Also included in total borrowings at March 31, 2016 and December 31, 2015 were FHLB advances of $15,997,000 and $15,996,000, respectively.

 

Given that the value of the securities that are pledged fluctuate due to market conditions, the Company has no control over the market value. If the market value of the securities pledged falls below the repurchase price, the Company is obligated to promptly transfer additional securities, per the terms of the agreements to repurchase.

 

 See notes to consolidated financial statements.21.

 

NOTE 6 – EARNINGS PER SHARE

 

Basic and diluted earnings per share represents net income available to common stockholders divided by the weighted average number of common shares outstanding.

 

   Three Months Ended 
   March 31, 
   2016   2015 
         
Net income  $1,013,348   $1,471,254 
Basic potential common shares:          
Basic weighted average shares outstanding   7,005,883    7,007,283 
           
Dilutive potential common shares   -    - 
           
Diluted weighted average shares outstanding   7,005,883    7,007,283 
           
Basic and diluted earnings per share  $0.14   $0.21 

 

NOTE 7 - FAIR VALUE MEASUREMENTS

 

The Company determines the fair market values of its financial instruments based on the fair value hierarchy established in ASC Topic 820, Fair Value Measurements and Disclosures, which requires an entity to maximize the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value. The guidance also describes three levels of inputs that may be used to measure fair value.

 

·Level 1 - Unadjusted quoted prices in active markets for identical assets or liabilities that the Company has the ability to access at the measurement date.

 

·Level 2 - Inputs other than quoted prices included with Level 1 that are observable for the asset or liability either directly or indirectly. These might include quoted prices for similar assets or liabilities in active markets, quoted prices for identical or similar assets or liabilities in markets that are not active, inputs other than quoted prices that are observable for the asset or liability (such as interest rates, volatilities, prepayment speeds, credit risks, etc.) or inputs that are derived from or corroborated by market data by correlation or other means.

 

·Level 3 - Unobservable inputs for determining the fair value of assets or liabilities that reflect an entity’s own assumptions about the assumptions that market participants would use in pricing the assets or liabilities.

 

Securities: The fair value of available-for-sale securities are determined by various valuation methodologies. Where quoted market prices are available in an active market, securities are classified within Level 1. The Company has no securities classified within Level 1. If quoted market prices are not available, then fair values are estimated by using pricing models or quoted prices of securities with similar characteristics. For these investments, the pricing applications apply available information as applicable through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing to prepare evaluations. They also use model processes, such as the Option Adjusted Spread model to assess interest rate impact and develop prepayment scenarios. In the case of municipal securities, information on the Bloomberg terminal such as credit ratings, credit support, and call features are used to set the matrix values for the issues, which will be used to determine the yields from which the market values are calculated each month. Because they are not price quote valuations, the pricing methods are considered Level 2 inputs. At this time all of the Company’s securities fall within the Level 2 hierarchy for pricing. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy. The Company currently has no securities classified within Level 3. During the three months ended March 31, 2016, there were no transfers between Level 1 and Level 2. The valuation methodology was consistent for the three months ended March 31, 2016 and the year ended December 31, 2015.

 

 See notes to consolidated financial statements.22.

 

NOTE 7 - FAIR VALUE MEASUREMENTS (Continued)

 

Foreclosed Assets:  Assets acquired through or instead of loan foreclosure are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. These assets are subsequently accounted for at lower of cost or fair value less estimated costs to sell. Fair value is commonly based on recent real estate appraisals which are updated no less frequently than annually. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value. Foreclosed assets are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

 

Impaired Loans:  The fair value of impaired loans with specific allocations of the allowance for loan losses is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach. Adjustments are routinely made in the appraisal process by the independent appraisers to adjust for differences between the comparable sales and income data available. Such adjustments are usually significant and typically result in a Level 3 classification of the inputs for determining fair value.  Non-real estate collateral may be valued using an appraisal, net book value per the borrower’s financial statements, or aging reports, adjusted or discounted based on management’s historical knowledge, changes in market conditions from the time of the valuation, and management’s expertise and knowledge of the client and client’s business, resulting in a Level 3 fair value classification. Impaired loans are evaluated on a quarterly basis for additional impairment and adjusted accordingly.

 

Appraisals for both foreclosed assets and collateral-dependent impaired loans are performed by certified general appraisers (for commercial properties) or certified residential appraisers (for residential properties) whose qualifications and licenses have been reviewed and verified by the Company. Once received, a member of the loan department reviews the assumptions and approaches utilized in the appraisal as well as the overall resulting fair value in comparison with independent data sources such as recent market data or industry-wide statistics. On an annual basis, the Company compares the actual selling price of collateral that has been sold to the most recent appraised value to determine what additional adjustment should be made to the appraisal value to arrive at fair value.

 

Mortgage Servicing Rights: Annually, loan servicing rights are evaluated for impairment based upon the fair value of the rights as compared to carrying amount. If the carrying amount exceeds fair value, impairment is recorded so that the servicing asset is carried at fair value. Fair value is determined based on market prices for comparable mortgage servicing contracts, when available, resulting in a Level 2 classification, or alternatively based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model utilizes assumptions that market participants would use in estimating future net servicing income and that can be validated against available market data which also results in a Level 2 classification.

 

 See notes to consolidated financial statements.23.

 

NOTE 7 - FAIR VALUE MEASUREMENTS (Continued)

 

Assets measured at fair value on a recurring basis segregated by fair value hierarchy level during the periods ended March 31, 2016 and December 31, 2015 are summarized below:

 

   Fair Value Measurements at March 31, 2016 Using: 
   Quoted Prices             
   in Active       Significant     
   Markets for   Significant Other   Unobservable     
   Identical Assets   Observable Inputs   Inputs     
Assets:  (Level 1)   (Level 2)   (Level 3)   Total 
Securities:                    
U.S. government agency obligations  $-   $30,928,613   $-   $30,928,613 
State and municipal securities   -    44,675,092    -    44,675,092 
Other securities   -    3,501    -    3,501 
Mortgage-backed: residential   -    31,244,640    -    31,244,640 
Total securities available for sale  $-   $106,851,846   $-   $106,851,846 

 

   Fair Value Measurements at December 31, 2015 Using: 
   Quoted Prices             
   in Active       Significant     
   Markets for   Significant Other   Unobservable     
   Identical Assets   Observable Inputs   Inputs     
Assets:  (Level 1)   (Level 2)   (Level 3)   Total 
Securities:                    
U.S. government agency obligations  $-   $29,048,102   $-   $29,048,102 
State and municipal securities   -    45,734,239    -    45,734,239 
Other securities   -    3,501    -    3,501 
Mortgage-backed: residential   -    28,970,772    -    28,970,772 
Total securities available for sale  $-   $103,756,614   $-   $103,756,614 

 

 See notes to consolidated financial statements.24.

 

NOTE 7 - FAIR VALUE MEASUREMENTS (Continued)

 

Assets measured at fair value on a nonrecurring basis by fair value hierarchy level during the periods ended March 31, 2016 and December 31, 2015 are summarized below:

 

   Fair Value Measurements at March 31, 2016 Using: 
   Quoted Prices             
   in Active       Significant     
   Markets for   Significant Other   Unobservable     
   Identical Assets   Observable Inputs   Inputs     
Assets:  (Level 1)   (Level 2)   (Level 3)   Total 
                 
Impaired loans:                    
Real estate loans:                    
One-to-four family  $-   $-   $504,162   $504,162 
Commercial   -    -    1,090,973    1,090,973 
    -    -    1,595,135    1,595,135 
                     
Commercial business   -    -    200,410    200,410 
                     
Consumer:                    
Home equity   -    -    100,403    100,403 
                     
Total impaired loans  $-   $-   $1,895,948   $1,895,948 

 

 See notes to consolidated financial statements.25.

 

NOTE 7 - FAIR VALUE MEASUREMENTS (Continued)

 

   Fair Value Measurements at December 31, 2015 Using: 
   Quoted Prices             
   in Active       Significant     
   Markets for   Significant Other   Unobservable     
   Identical Assets   Observable Inputs   Inputs     
Assets:  (Level 1)   (Level 2)   (Level 3)   Total 
                 
Foreclosed assets:                    
Real estate:                    
Commercial  $-   $-   $19,000   $19,000 
Construction and land   -    -    604,500   $604,500 
                     
Total foreclosed assets  $-   $-   $623,500   $623,500 
                     
Impaired loans:                    
Real estate loans:                    
One-to-four family  $-   $-   $140,500   $140,500 
Commercial   -    -    358,395    358,395 
    -    -    498,895    498,895 
                     
Commercial business   -    -    239,062    239,062 
                     
Consumer:                    
Home equity   -    -    39,625    39,625 
                     
Total impaired loans  $-   $-   $777,582   $777,582 
                     
Mortgage Servicing Rights  $-   $1,109,720   $-   $1,109,720 

 

Foreclosed assets are collateral dependent and are recorded at the fair value less costs to sell and may be revalued on a nonrecurring basis. For the three months ended March 31, 2016, there were no valuation adjustments on foreclosed assets. At December 31, 2015, foreclosed assets had a net carrying amount of $623,500, which was made up of the outstanding balance of $1,337,678, net of cumulative write-downs of $714,178 which includes $355,500 that occurred during the year ended December 31, 2015.

 

Impaired loans that are measured for impairment using the fair value of the collateral for collateral dependent loans, had a principal balance of $3,164,582, with a valuation allowance of $1,268,634 at March 31, 2016, resulting in a net increase in provision for loan losses of $658,375 for the three months ended March 31, 2016. At December 31, 2015, impaired loans had a principal balance of $1,387,841, with a valuation allowance of $610,259.

 

 See notes to consolidated financial statements.26.

 

NOTE 7 - FAIR VALUE MEASUREMENTS (Continued)

 

The following table presents quantitative information about Level 3 fair value measurements for significant categories of financial instruments measured at fair value on a non-recurring basis at March 31, 2016:

  

   Fair Value   Valuation Techniques  Unobservable Inputs  Range  Weighted
Average
 
                    
Impaired loans:                   
Real estate loans:                  
One-to-four family  $504,162    Cost Approach  Adjustment for depreciation and other factors  6.6%   6.6%
Commercial   119,069    Sales Comparison  Adjustment for difference between comparable sales   -55% to -29%   -35.5%
Commercial   971,904    Income Approach  Investment Capitalization Rates  8.7%   8.7%
Commercial business   45,838    Sales Comparison  Adjustment for difference between comparable sales   -48% to 27%   5.2%
Commercial business   105,867    Fair Value of Collateral  Discount for type of business asssets   0% to 3%   3.0%
Consumer loans:                   
Home Equity   39,625    Sales Comparison  Adjustment for difference between comparable sales  -4% to 8%   1.4%
Home Equity   60,778    Cost Approach  Adjustment for depreciation and other factors  6.6%   6.6%

 

The following table presents quantitative information about Level 3 fair value measurements for financial instruments measured at fair value on a non-recurring basis at December 31, 2015:

 

   Fair Value   Valuation Techniques  Unobservable Inputs  Range  Weighted
Average
 
                  
Foreclosed assets:                   
Real estate:                   
Construction and land  $604,500    Sales Comparison  Adjustment for difference between comparable sales   -29% to 5%   -8.9%
                    
Impaired loans:                   
Real estate loans:                   
One-to-four family  $140,500    Sales Comparison  Adjustment for difference between comparable sales   -19% to -7%   -13.0%
Commercial   88,000    Sales Comparison  Adjustment for difference between comparable sales   9% to 16%   12.8%
Commercial   270,395    Income Approach  Investment Capitalization Rates   9.0%   9.0%
Commercial business   121,094    Fair Value of Collateral  Discount for type of business assets   0% to 10%   7.0%

 

 See notes to consolidated financial statements.27.

 

NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS

 

FASB ASC Topic 825, Financial Instruments, requires disclosure of fair value information about financial instruments, whether or not recognized in the balance sheet. Fair value is determined under the framework established by ASC Topic 820, Fair Value Measurement and Disclosures. ASC Topic 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.

 

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments:

 

Cash and Cash Equivalents: The carrying amounts of cash and cash equivalents approximate fair values given the short-term nature and active market for U.S. currency and are classified as Level 1.

 

Interest-Earning Time Deposits: Due to the short-term nature of these deposits, the carrying amounts of these deposits approximate fair values. However, since it is unusual to observe a quoted price in an active market during the outstanding term, these deposits are classified as Level 2.

 

Federal Home Loan Bank Stock: The Company is required to maintain these equity securities as a member of the Federal Home Loan Bank of Chicago (“FHLB”) and in amounts as required by this institution. These equity securities are "restricted" in that they can only be sold back to the respective institution or another member institution at par. Therefore, they are less liquid than other tradable securities and their fair value is not readily available.

 

Federal Reserve Bank Stock: The Company is required to maintain these equity securities as a member of the Federal Reserve Bank and in amounts as required by this institution. These equity securities are "restricted" in that they can only be sold back to the respective institution or another member institution at par. Therefore, they are less liquid than other tradable securities and their fair value is not readily available.

 

Loans: Fair values are estimated for portfolios of loans with similar financial characteristics. Loans are segmented by type such as real estate, commercial business, and consumer loans. Each loan segment is further segregated into fixed and adjustable rate interest terms and by performing and non-performing classifications. The fair value of fixed rate loans is estimated by either observable market prices or by discounting future cash flows using discount rates that reflect the Company’s current pricing for loans with similar characteristics, such as loan type, pricing and remaining maturity resulting in a Level 3 classification. Impaired loans that have no specific reserve are classified as Level 3. Impaired loans that have been written down to the fair value of the corresponding collateral, less estimated costs to sell, are not included in this table as those amounts were presented previously. The fair value computed is not necessarily an exit price.

 

Loans Held for Sale: The fair value of loans held for sale is estimated based upon binding contracts and quotes from third party investors resulting in a Level 2 classification.

 

Accrued Interest Receivable: The carrying amount of accrued interest receivable approximates its fair value. Accrued interest receivable related to interest-earning time deposits and securities is classified as Level 2. Accrued interest receivable related to loans is classified as Level 3.

 

Deposits: The fair values disclosed for demand deposits are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts) and are classified as Level 1. The carrying amounts for interest-bearing money market and savings accounts approximate their fair values at the reporting date and are classified as Level 1. Fair values for fixed-rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities on time deposits resulting in a Level 2 classification.

 

 See notes to consolidated financial statements.28.

 

NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

 

Federal Home Loan Bank Advances: The fair value of FHLB advances, which are at a fixed rate, are estimated using discounted cash flow analyses based on current rates for similar advances resulting in a Level 2 classification.

 

Securities Sold Under Agreements to Repurchase: The carrying amounts of securities sold under agreements to repurchase approximate fair value resulting in a Level 2 classification.

 

Subordinated Debentures: This debenture is a floating rate instrument which re-prices quarterly. The fair value of variable rate trust preferred debentures approximate carrying value resulting in a Level 2 classification.

 

Accrued Interest Payable: The carrying amount of accrued interest payable approximates its fair value. Accrued interest payable related to interest-bearing money market and savings accounts is classified as Level 1. All other accrued interest payable is classified as Level 2.

 

The following information presents estimated fair values of the Company’s financial instruments as of March 31, 2016 and December 31, 2015 that have not been previously presented and the methods and assumptions used to estimate those fair values.

 

       Fair Value Measurements at March 31, 2016 Using: 
       Quoted Prices in
Active Markets
for Identical
Assets
   Significant Other
Observable
Inputs
   Significant
Unobservable
Inputs
     
   Carrying
Amount
   (Level 1)   (Level 2)   (Level 3)   Fair
Value
 
Financial assets:                         
Cash and cash equivalents  $38,668,719   $38,668,719   $-   $-   $38,668,719 
Interest-earning time deposits   1,685,000    -    1,685,000    -    1,685,000 
Federal Home Loan Bank stock   1,747,763    -    -    -     N/A 
Federal Reserve Bank stock   1,676,700    -    -    -     N/A 
Loans, net (excluding impaired loans at fair value)    438,553,871 -  - 442,639,256   442,639,256   
Loans held for sale   938,366    -    938,366    -    938,366 
Accrued interest receivable   1,803,158    -    611,093    1,192,065    1,803,158 
                          
Financial liabilities:                         
Non-interest bearing deposits   68,030,260    68,030,260    -    -    68,030,260 
Interest-bearing deposits   446,427,082    311,720,985    135,563,512    -    447,284,497 
Federal Home Loan Bank advances   15,997,420    -    16,395,987    -    16,395,987 
Securities sold under agreements to repurchase  19,181,030 - 19,181,030 - 19,181,030   
Subordinated debentures   4,000,000    -    4,000,000    -    4,000,000 
Accrued interest payable   239,294    19,623    219,671    -    239,294 

 

 See notes to consolidated financial statements.29.

 

NOTE 8 - FAIR VALUE OF FINANCIAL INSTRUMENTS (Continued)

 

       Fair Value Measurements at December 31, 2015 Using: 
       Quoted Prices in
Active Markets
for Identical
Assets
   Significant Other
Observable
Inputs
   Significant
Unobservable
Inputs
     
   Carrying
Amount
   (Level 1)   (Level 2)   (Level 3)   Fair
Value
 
Financial assets:                         
Cash and cash equivalents  $79,232,566   $79,232,566   $-   $-   $79,232,566 
Interest-earning time deposits   1,685,000    -    1,685,000    -    1,685,000 
Federal Home Loan Bank stock   1,747,763    -    -    -     N/A 
Federal Reserve Bank stock   1,676,700    -    -    -     N/A 
Loans, net (excluding impaired loans at fair value) 419,686,001  -  - 421,795,305 421,795,305   
Loans held for sale   1,078,785    -    1,078,785    -    1,078,785 
Accrued interest receivable   1,620,309    -    510,231    1,110,078    1,620,309 
                          
Financial liabilities:                         
Non-interest bearing deposits   69,296,354    69,296,354    -    -    69,296,354 
Interest-bearing deposits   463,861,939    330,689,715    133,976,643    -    464,666,358 
Federal Home Loan Bank advances   15,995,485    -    16,315,262    -    16,315,262 
Securities sold under agreement to repurchase        19,732,766           -           19,732,766           -           19,732,766   
Subordinated debentures   4,000,000    -    4,000,000    -    4,000,000 
Accrued interest payable   227,947    14,621    213,326    -    227,947 

 

In addition, other assets and liabilities of the Company that are not defined as financial instruments are not included in the above disclosures, such as property and equipment.

 

 See notes to consolidated financial statements.30.

 

NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE INCOME

 

The following tables summarize the changes within each classification of accumulated other comprehensive income, net of tax, for the three months ended March 31, 2016, and summarize the significant amounts reclassified out of each component of accumulated other comprehensive income:

 

Changes in Accumulated Other Comprehensive Income by Component
For the Three Months Ended March 31, 2016(1)
   Unrealized Gains
and Losses on
Available-for-Sale
Securities
   Total 
Accumulated Other Comprehensive Income at January 1, 2016  $397,994   $397,994 
           
Other comprehensive income before reclassifications   649,426    649,426 
Amount reclassified from accumulated other comprehensive income(2)   (17,800)   (17,800)
Net current-period other comprehensive income   631,626    631,626 
           
Accumulated Other Comprehensive Income at March 31, 2016  $1,029,620   $1,029,620 

 

(1) All amounts are net of tax.

(2) See table below for details about reclassifications.

 

Reclassifications out of Accumulated Other Comprehensive Income
For the Three Months Ended March 31, 2016
Details about Accumulated Other
Comprehensive Income Components
  Amount Reclassified from
Accumulated Other
Comprehensive Income
   Affected Line Item in the
Statement Where Net
Income is Presented
Unrealized gains and losses on available-for-sale securities  $  29,181 Gain on sale of securities
    (11,381)  Tax expense
Total reclassifications for the period  $17,800   Net of tax

 

 See notes to consolidated financial statements.31.

 

NOTE 9 – ACCUMULATED OTHER COMPREHENSIVE INCOME (Continued)

 

The following table summarizes the changes within each classification of accumulated other comprehensive loss, net of tax, for the three months ended March 31, 2015. There was no reclassification out of accumulated other comprehensive income for the three months ended March 31, 2015.

 

Changes in Accumulated Other Comprehensive Income by Component
For the Three Months Ended March 31, 2015(1)
   Unrealized Gains
and Losses on
Available-for-Sale
Securities
   Total 
Accumulated Other Comprehensive Income at January 1, 2015  $197,331   $197,331 
           
Other comprehensive income before reclassifications   520,943    520,943 
Amount reclassified from accumulated other comprehensive income   -    - 
Net current-period other comprehensive income   520,943    520,943 
           
Accumulated Other Comprehensive Income at March 31, 2015  $718,274   $718,274 

 

(1) All amounts are net of tax.

 

NOTE 10 – SUBSEQUENT EVENTS

 

On April 26, 2016, the Board of Directors of the Company declared a cash dividend on the Company’s common stock of $0.06 per share for the quarter ended March 31, 2016. The dividend will be payable to stockholders of record as of May 20, 2016 and is expected to be paid on May 27, 2016.

 

On April 26, 2016, the Company and First-Mid Illinois Bancshares, Inc., Mattoon, Illinois (“First Mid”), entered into an Agreement and Plan of Merger (the “Merger Agreement”), pursuant to which First Mid will acquire the Company and the Bank. Under the terms of the Merger Agreement, each share of Company common stock will be converted into the right to receive either $12.87 or 0.495 shares of First Mid common stock.

 

The Merger Agreement contains representations and warranties of both parties and customary conditions to the parties’ obligations to close the transaction, as well as agreements to cooperate in the process of consummating the transaction. Consummation of the transaction remains subject to customary closing conditions, including receipt of requisite stockholder approval and all required regulatory approvals. If the Merger Agreement is terminated under certain circumstances, the Company will be required to pay First Mid a termination fee of $3.6 million. The merger is anticipated to be completed in the second half of 2016.

 

 See notes to consolidated financial statements.32.

 

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

 

Forward-Looking Statements

 

When used in this Annual Report, the words or phrases “will,” “are expected to,” “we believe,” “should,” “is anticipated,” “estimate,” “project” or similar expressions are intended to identify “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995. Such statements are subject to certain risks and uncertainties including, but not limited to, (i) changes in general economic conditions, either nationally or in our market areas, that are worse than expected; (ii) competition among depository and other financial institutions; (iii) inflation and changes in the interest rate environment that reduce our margins or reduce the fair value of financial instruments; (iv) adverse changes in the securities markets; changes in laws or government regulations or policies affecting financial institutions, including Basel III, the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”) and the regulations issued thereunder; (v) our ability to enter new markets successfully and capitalize on growth opportunities; (vi) the inability to complete the proposed transactions with First Mid due to the failure to obtain the required stockholder approvals; (vii) the failure to satisfy other conditions to completion of the proposed transaction with First Mid, including receipt of required regulatory and other approvals; (viii) the effect of the announcement of the transaction with First Mid on customer relationships and operating results; (ix) our ability to successfully integrate acquired entities, if any; (x) changes in consumer spending, borrowing and savings habits; changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission (the “SEC”) and the Public Company Accounting Oversight Board; (xi) changes resulting from shutdowns of the federal government; (xii) changes in our organization, compensation and benefit plans; (xii) changes in our financial condition or results of operations that reduce capital available to pay dividends; and (xiv) changes in the financial condition or future prospects of issuers of securities that we own, that could cause actual results to differ materially from historical earnings and those presently anticipated or projected. The factors listed above could affect the Company’s financial performance and could cause the Company’s actual results for future periods to differ materially from any opinions or statements expressed with respect to future periods in any current statements. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements, which only speak as of the date made.

 

The Company does not undertake, and specifically disclaims any obligation, to publicly release the result of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.

 

Critical Accounting Policies

 

First Clover Leaf considers the allowance for loan losses to be a critical accounting estimate due to the higher degree of judgment and complexity than other significant accounting estimates.

 

Allowance for loan losses. The allowance for loan losses is a valuation account that reflects our evaluation of the probable incurred credit losses in our loan portfolio. We maintain the allowance through provisions for loan losses that we charge against income. Allocations of the allowance may be made for specific loans, but the entire allowance is available for any loan that, in management’s judgment, should be charged off.

 

Our evaluation of risk in maintaining the allowance for loan losses includes the review of all loans on which the collectibility of principal may not be reasonably assured. We consider the following factors as part of this evaluation: our historical loan loss experience, adverse situations that may affect the borrower’s ability to repay, and estimated value of any underlying collateral. Management also evaluates the total balance of the allowance for loan losses based on several factors that are not loan specific but are reflective of the probable incurred losses in the loan portfolio, including prevailing economic conditions such as housing trends, inflation rates and unemployment rates, and geographic concentrations of loans within the Bank’s immediate market area.

 

 See notes to consolidated financial statements.33.

 

There may be other factors that may warrant our consideration in maintaining an allowance at a level sufficient to provide for probable incurred losses. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change.

 

In addition, the Office of the Comptroller of the Currency (“OCC”), as an integral part of its examination process, periodically reviews our loan portfolio and the related allowance for loan losses. The OCC may require us to increase the allowance for loan losses based on its judgments of information available to it at the time of its examination, thereby adversely affecting our results of operations.

 

Overview

 

First Clover Leaf is a bank holding company incorporated under the laws of Maryland. Located in Edwardsville Illinois, First Clover Leaf has a wholly-owned subsidiary, First Clover Leaf Bank, National Association (“First Clover Leaf Bank”), which is a community bank operating with six branch locations in Madison and St. Clair Counties in Illinois along with one branch location in Clayton, Missouri. First Clover Leaf Bank is the source of all of the Company’s revenue. First Clover Leaf common stock is listed on the NASDAQ Capital Market and is traded under the symbol “FCLF”.

 

First Clover Leaf’s results of operations depend primarily on net interest income. Net interest income is the difference between the interest earned on interest-earning assets, and the interest paid on interest-bearing liabilities. Our results of operations also are affected by our provision for loan losses, non-interest income and non-interest expense. Moreover, the results of operations may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and the actions of regulatory authorities.

 

As discussed in Note 10 to our Consolidated Financial Statements, on April 26, 2016, the Company entered into the Merger Agreement with First Mid, pursuant to which First Mid will acquire the Company and the Bank. Until the consummation of the merger, we anticipate continuing to focus on our loan and deposit growth strategies. We expect to also incur higher non-interest expenses in the upcoming quarters as we work toward closing the transaction and will have increased professional fees as well as other costs necessary in connection with the transaction. In the first quarter, we have continued our emphasis on growth, specifically on earning assets, as our average loan volume grew $30.0 million for the three months ended March 31, 2016 compared to the same period in 2015. Our total loans at March 31, 2016 were $440.4 million compared to $420.5 million at December 31, 2015. Our Customer Acquisition and Growth program was successful in growing our core deposit base as well as expanding our existing customer relationships. The Customer Acquisition and Growth program is a marketing program that targets consumers in our market area. Excluding brokered deposits, our core deposits at March 31, 2016 were $486.2 million compared to $473.5 million at December 31, 2015. These additional deposit relationships have contributed to an increase in our service fees on deposit accounts and in our other service charges and fees.

 

First Clover Leaf had net income of $1.0 million for the three months ended March 31, 2016 compared to net income of $1.5 million for the same period in 2015. The decrease was primarily due to provision expense of $250,000 for the three months ended March 31, 2016 compared to a provision credit of $500,000 for the comparable period in 2015. While our net income decreased for the three months ended March 31, 2016, our net interest income increased $100,000 primarily due to a $39.4 million increase in average interest-earning assets. Basic and diluted earnings per share were $0.14 for the three months ended March 31, 2016 compared to $0.21 for the three months ended March 31, 2015.

 

The following discussion and analysis of our financial condition and asset quality provides a comparison of our results as of March 31, 2016 to December 31, 2015, while our Operating Results compare the three months ended March 31, 2016 to the three months ended March 31, 2015. This discussion should be read in conjunction with the Consolidated Financial Statements and related Notes.

 

 See notes to consolidated financial statements.34.

 

Financial Condition

 

Total Assets. Total assets decreased to $636.9 million at March 31, 2016 from $654.9 million at December 31, 2015. The decrease was primarily due to lower balances of cash and cash equivalents partially offset by an increase in loans and an increase in securities available for sale.

 

Cash and cash equivalents decreased $40.5 million to $38.7 million at March 31, 2016 from $79.2 million at December 31, 2015 primarily due to an increase in loans, and a reduction in brokered deposits partially offset by an increase in core deposits.

 

Loans, net, increased $19.9 million to $440.4 million at March 31, 2016 from $420.5 million at December 31, 2015. The loan categories with significant increases were commercial business, commercial real estate, and one-to-four family loans. Commercial business increased $10.0 million to $99.7 million at March 31, 2016 from $89.7 million at December 31, 2015. Commercial real estate increased $8.7 million to $162.3 million at March 31, 2016 from $153.6 million at December 31, 2015. One-to-four family loans increased $4.1 million to $114.9 million at March 31, 2016 from $110.8 million at December 31, 2015. These increases were partially offset by decreases in multi-family and construction and land categories. Multi-family loans decreased $1.1 million to $40.1 million at March 31, 2016 from $41.2 million at December 31, 2015. Construction and land loans decreased $1.0 million to $12.6 million at March 31, 2016 from $13.6 million at December 31, 2015.

 

Securities available for sale increased $3.1 million to $106.9 million at March 31, 2016 from $103.8 million at December 31, 2015. The increase was due primarily to purchases of $11.8 million partially offset by calls, maturities and principal repayments of $5.9 million and sales of $3.7 million. Overall, our U.S. government agency securities increased $1.9 million, mortgage backed securities increased $2.2 million, and state and municipal securities decreased $1.0 million.

 

Total Liabilities. Total liabilities decreased $19.2 million to $555.4 million at March 31, 2016 from $574.6 million at December 31, 2015. The decrease was primarily due to a decrease in deposits.

 

Deposits decreased $18.7 million to $514.5 million at March 31, 2016 from $533.2 million at December 31, 2015. The decrease in deposits was primarily due to a reduction of $31.4 million in brokered deposits partially offset by an increase in core deposits.

 

Stockholders’ Equity. Stockholders’ equity increased to $81.5 million at March 31, 2016 from $80.3 million at December 31, 2015 primarily due to net income of $1.0 million and an increase of $632,000 in accumulated other comprehensive income, partially offset by the payment of cash dividends to the holders of our common stock in the amount of $420,000.

 

 See notes to consolidated financial statements.35.

 

Asset Quality

 

The Company experienced an increase in non-performing assets as of March 31, 2016 compared to December 31, 2015. The following tables set forth information with respect to the Company’s non-performing and impaired loans and other non-performing assets at the dates indicated:

 

   March 31,   December 31, 
   2016   2015 
         
Loans 90 days or more past due and still accruing(1)  $475   $- 
Non-accrual loans(2)   5,304,638    3,238,933 
Other impaired loans   1,854,494    2,321,550 
Total non-performing and impaired loans   7,159,607    5,560,483 
Foreclosed assets   2,933,451    3,059,101 
Total non-performing assets  $10,093,058   $8,619,584 

 

(1) At March 31, 2016, the balance is not classified as impaired.

(2) The entire balance was also classified as impaired as of March 31, 2016 and December 31, 2015.

 

   March 31,   December 31, 
   2016   2015 
Non-performing assets to total assets   1.58%   1.32%
Non-performing and impaired loans to total loans   1.60    1.30 
Allowance for loan losses to non-performing and impaired loans   85.71    105.86 
Allowance for loan losses to total loans   1.37    1.38 

 

Non-Performing and Impaired Loans and Other Non-Performing Assets. At March 31 2016, our total non-performing and impaired loans and other non-performing assets increased $1.5 million to $10.1 million compared to $8.6 million at December 31, 2015. At March 31, 2016, the Company’s non-accrual loans increased to $5.3 million from $3.2 million at December 31, 2015. This increase was primarily due to a $2.6 million loan that was newly classified as nonaccrual during the first quarter of 2016.

 

At March 31, 2016, the Bank had one relationship classified as non-accrual with a balance over $1.0 million. The relationship was a $2.6 million credit secured by real estate. This credit was placed on non-accrual status during March of 2016. Prior to being placed on non-accrual, the loan was and remains current in principal and interest payments. The property is a special use facility. The Bank is currently negotiating with the borrower to enter into a forbearance agreement. The Bank has recorded a $1.0 million allowance on the credit for what we estimate the shortfall in collateral may be.

 

At March 31, 2016, the Bank also had a relationship classified as non-accrual with an outstanding balance of approximately $973,000. The relationship was a $973,000 credit to a real estate investor. This credit was placed on non-accrual status in 2012. The investor has experienced cash flow difficulties due to higher vacancy rates and the need for property repairs. Since being placed on non-accrual, $1.3 million in pay-downs from the sale of collateral has been received on this relationship, and a charge-off of $483,000 was recorded in June 2013. A property manager is overseeing the daily operations, and all non-rented properties have been listed for sale. The borrower has signed a forbearance agreement with the Bank to aid in selling some of the properties to further reduce the debt. At March 31, 2016, the collateral on this loan was sufficient to cover the majority of the outstanding balance and sufficient allowances have been set aside for the remaining outstanding balance.

 

 See notes to consolidated financial statements.36.

 

In addition to the non-accrual loans discussed above, we have loans that were accruing interest that we categorize as impaired due to observed credit deterioration or restructured status, which allows us to more easily evaluate them individually for our allowance for loan losses. At March 31, 2016, there were five credits in this classification, with a total balance of $1.9 million. The largest loan in this classification at March 31, 2016 was a $716,000 credit for a special purpose facility. The borrower has been experiencing insufficient cash flow and the credit was restructured to allow the borrower time to improve cash flow. The loan was performing in accordance with the restructured terms at March 31, 2016. In comparison, there were six loans that met this classification at December 31, 2015 with a total balance of $2.3 million.

 

The following table presents a summary of our past due loans as of March 31, 2016 and December 31, 2015:

 

   March 31,   December 31, 
   2016   2015 
         
Loans 30-59 Days Past Due  $896,235   $389,604 
Loans 60-89 Days Past Due   -    259,240 
Loans 90 or more Days Past Due   525,314    322,206 
Total Past Due Loans  $1,421,549   $971,050 

 

Past due balances increased $451,000 to $1.4 million at March 31, 2016 from $971,000 at December 31, 2015. The category with the largest increase was the 30-59 day category which increased $507,000. This increase was due to one commercial real estate loan. The 60-89 day category decreased $259,000 primarily due to two loans classified in this category at December 31, 2015 that have now become more than 90 days past due. The 90 or more days past due category increased $203,000 from December 31, 2015. This was primarily due to two loans last quarter in the 60-89 day category that are now over 90 days past due and non-accrual.

 

The following table presents a summary of our credit quality indicators as of March 31, 2016 and December 31, 2015:

 

   March 31,   December 31, 
   2016   2015 
         
Pass  $425,969,377   $406,334,907 
Special Mention   10,682,344    12,005,589 
Substandard   9,616,805    7,688,775 
Doubtful   94,910    91,773 
Total Loans  $446,363,436   $426,121,044 

 

At March 31, 2016, loans classified as Special Mention decreased $1.3 million from $12.0 million at December 31, 2015. The decrease was a result of two commercial business loans being upgraded to the pass category. Loans classified as Substandard increased $1.9 million to $9.6 million at March 31, 2016 compared to $7.7 million at December 31, 2015. The increase was due to one credit being reclassified from Pass to Substandard during the first quarter of 2016.

 

At March 31, 2016, the Bank had six properties classified as foreclosed assets valued at $2.9 million. The foreclosed asset balance declined $200,000 from December 31, 2015 due to three lot sales that occurred during the first quarter of 2016. The collateral on the remaining properties consists of farmland, two residential lot developments, a commercial development, and two single-family residences. All of these properties were transferred into foreclosed assets at the property’s fair value, less estimated costs of disposal, at the date of foreclosure. Initial valuation adjustments, if any, are charged against the allowance for loan losses. The properties are evaluated on a non-recurring basis to verify that the recorded amount is supported by its current fair value.

 

 See notes to consolidated financial statements.37.

 

Results of Operations

 

General. We recorded net income of $1.0 million and $1.5 million for the three months ended March 31, 2016 and 2015, respectively. The decrease in net income for the three months ended March 31, 2016 resulted primarily from a provision for loan losses partially offset by lower income taxes.

 

During the three months ended March 31, 2016, yields on loans decreased to 4.13% compared to 4.31% for the three months ended March 31, 2015. The decline in yield was primarily due to assets re-pricing at lower current rates as well as competitive market forces driving down rates. Our commercial loans are the most sensitive to changes in market interest rates because they often have shorter terms to maturity, and, therefore, are refinanced more frequently with the potential of interest rate adjustments.

 

We have experienced a slight increase in rate on time deposits re-pricing as they mature due to shorter term time deposits re-pricing into longer term time deposits. Our ability to lower rates paid on deposits is limited due to the already low deposit rates and the competitive environment in which we operate. The Company’s yield on earning assets and cost of funds are largely dependent on the interest rate environment. The competitive and market forces continue to pressure the yield on our earning assets.

 

Net interest income. Net interest income increased to $4.4 million for the three months ended March 31, 2016, from $4.3 million for the comparable period in 2015, primarily due to $30.0 million increase in average outstanding loans partially offset by higher interest expense from an increased rate on time deposits and a higher average balance of FHLB advances. Net average interest-earning assets were $98.5 million for the three months ended March 31, 2016, compared to $87.0 million for the same period in 2015. The ratio of average interest-earning assets to average interest-bearing liabilities increased to 120.10% for the three months ended March 31, 2016 from 118.82% for the same period in 2015. Our interest rate spread decreased to 2.95% for the three months ended March 31, 2016, compared to 3.13% for the comparable period in 2015. Our net interest margin decreased to 3.04% for the three months ended March 31, 2016 compared to 3.21% for the same period in 2015. The average rate earned on interest-earning assets decreased by 12 basis points for the three months ended March 31, 2016 to 3.51% from 3.63% for the same period in 2015, while the average rate paid on interest-bearing liabilities increased six basis points for the three months ended March 31, 2016 to 0.56% from 0.50% for the same period in 2015.

 

 See notes to consolidated financial statements.38.

 

The following tables set forth the average balance sheets, average yields and cost of funds, and certain other information for the periods indicated. No tax-equivalent yield adjustments on loans or securities were made. 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 loan fees, discounts and premiums that are amortized or accreted to interest income or expense. Yields and rates have been annualized.

 

   Three Months Ended March 31,   Three Months Ended March 31, 
   2016   2015 
   Average
Outstanding
Balance
   Interest   Yield/
Rate
   Average
Outstanding
Balance
   Interest   Yield/
Rate
 
   (Dollars in thousands) 
Interest-earning assets:                              
Loans, gross (1) (2)  $434,113   $4,463    4.13%  $404,066   $4,294    4.31%
Securities (1)   107,263    567    2.13%   104,916    573    2.21%
Federal Reserve Bank stock   1,677    25    6.00%   1,677    25    6.00%
Interest-earning balances from depository institutions   45,266    76    0.68%   38,263    26    0.28%
Total interest-earning assets   588,319    5,131    3.51%   548,922    4,918    3.63%
Non-interest-earning assets   53,999              49,937           
Total assets  $642,318             $598,859           
                               
Interest-bearing liabilities:                              
Interest-bearing transaction  $278,992   $168    0.24%  $283,078   $175    0.25%
Savings deposits   30,528    15    0.20%   30,078    12    0.16%
Time deposits   134,125    399    1.20%   126,866    337    1.08%
Securities sold under agreements to repurchase   26,224    13    0.20%   15,459    1    0.03%
Federal Home Loan Bank advances   15,996    66    1.66%   2,488    26    4.24%
Subordinated debentures   4,000    25    2.51%   4,000    22    2.23%
Total interest-bearing liabilities   489,865    686    0.56%   461,969    573    0.50%
Non-interest-bearing liabilities   71,300              58,913           
Total liabilities   561,165              520,882           
Stockholders’ equity   81,153              77,977           
Total liabilities and stockholders’ equity  $642,318             $598,859           
                               
Net interest income       $4,445             $4,345      
Net interest rate spread (3)              2.95%             3.13%
Net interest-earning assets (4)   $98,454             $86,953           
Net interest margin (5)              3.04%             3.21%
Ratio of interest-earning assets to interest-bearing liabilities             120.10%             118.82%

 

(1) Yields on loans and securities have not been adjusted to a tax-equivalent basis. Net interest margin on a fully tax-equivalent basis would have been 3.24% and 3.40% for the three months ended March 31, 2016 and 2015, respectively. The tax equivalent basis was computed by calculating the deemed interest on tax-exempt loans and municipal bonds that would have been earned on a fully taxable basis to yield the same after-tax income using a combined federal and state marginal tax rate of 36%.

(2) Interest on loans includes loan fees collected in the amount of $9,599 and $19,417 for the three months ended March 31, 2016 and 2015, respectively.

(3) Net interest rate spread represents the difference between the yield on average interest-earning assets and the cost of average interest-bearing liabilities.

(4) Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities.

(5) Net interest margin represents net interest income divided by average total interest-earning assets.

 

 See notes to consolidated financial statements.39.

 

Interest and dividend income. The relative components of interest income vary from time to time based on the availability and interest rates of loans, securities and other interest-earning assets. Interest and fee income on loans increased to $4.5 million for the three months ended March 31, 2016 from $4.3 million for the same period in 2015. This increase was primarily due to a $30.0 million increase in average outstanding loans partially offset by a decline in yield. The average balance of loans was $434.1 million and $404.1 million for the three months ended March 31, 2016 and 2015, respectively. The average yield on loans decreased to 4.13% for the three months ended March 31, 2016 from 4.31% for the comparable period in 2015.

 

Interest income on securities decreased slightly to $567,000 for the three months ended March 31, 2016 from $573,000 for the same period in 2015. Interest income on securities decreased primarily due to a decline in yield partially offset by a higher average balance of securities. The average yield on securities decreased to 2.13% for the three months ended March 31, 2016 from 2.21% for the comparable period in 2015. The average balance of securities was $107.3 million and $104.9 million for the three months ended March 31, 2016 and 2015, respectively.

 

Interest on interest-earning deposits increased to $76,000 for the three months ended March 31, 2016 from $26,000 for the same period in 2015. The increase in interest on interest-earning deposits was primarily due to an increase in yield along with a higher average balance. The average yield on interest-earning deposits was 0.68% and 0.28% for the three months ended March 31, 2016 and 2015, respectively.

 

Interest expense. Interest expense on deposits increased to $582,000 for the three months ended March 31, 2016, from $525,000 for the comparable period in 2015. The increase in interest expense was primarily due to an increase in yield along with a higher average balance of time deposits. The average yield on time deposits was 1.20% and 1.08% for the three months ended March 31, 2016 and 2015, respectively. The average balance of time deposits increased to $134.1 million for the three months ended March 31, 2016 from $126.9 million for the same period in 2015.

 

Interest expense on Federal Home Loan Bank advances increased to $66,000 for the three months ended March 31, 2016 compared to $26,000 for the same period in 2015. The increase in interest expense was due to an increase in the average balance partially offset by and decline in the average rate paid. The average balance of Federal Home Loan Bank advances was $16.0 million and $2.5 million for the three months ended March 31, 2016 and 2015, respectively. The average rate on Federal Home Loan Bank advances decreased to 1.66% for the three months ended March 31, 2016 compared to 4.24% for the same period in 2015.

 

Provision for loan losses. For the three months ended March 31, 2016, the Bank recorded provision expense of $250,000 compared to a $500,000 credit provision for the three months ended March 31, 2015. Non-performing and impaired loans totaled $7.2 million and $5.6 million at March 31, 2016 and December 31, 2015, respectively. We received recoveries of $14,000 and $868,000 and recorded charge-offs of $13,000 and $51,000 for the three months ended March 31, 2016 and 2015, respectively.

 

The provision for loan losses is based upon management’s consideration of current economic conditions; First Clover Leaf’s loan portfolio composition and historical loss experience coupled with current market valuations on collateral; and management’s estimate of probable losses in the portfolio as well as the level of non-performing and impaired loans. We continue to review and make adjustments to certain qualitative factors as appropriate due to our continued expansion into newer markets and continued segment concentration in real estate loans that are collateral dependent. In addition, recent economic reports indicate that in our market areas, the vacancy rates, occupancy rates, and absorption rates are not showing positive movement enough to overcome the economic declines experienced in 2010. Management also reviews individual loans for which full collectability may not be reasonably assured and considers, among other matters, the estimated fair value of the underlying collateral. This evaluation is ongoing and results in variations in First Clover Leaf’s provision for loan losses. There may

 

 See notes to consolidated financial statements.40.

  

be other factors that may warrant our consideration in maintaining an allowance at a level sufficient to provide for probable incurred losses. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available or as future events change.

 

Non-interest income. Non-interest income increased to $613,000 for the three months ended March 31, 2016, compared to $598,000 for the same period in 2015. For the three months ended March 31, 2016, non-interest income increased primarily due to an increase in service fees on deposit accounts and gain on the sale of securities partially offset by a reduction in gain on the sale of loans compared to the same period in 2015.

 

Service fees on deposit accounts increased to $128,000 for the three months ended March 31, 2016 from $107,000 for the same period in 2015. This increase was due to higher non-sufficient fund income and treasury management fees during the three months ended March 31, 2016.

 

Gain on sale of securities was $29,000 for the three months ended March 31, 2016. During the three months ended March 31, 2016, we sold $3.7 million of securities. There were no sales of securities during the same period in 2015.

 

Gain on sale of loans totaled $126,000 and $181,000 for the three months ended March 31, 2016 and 2015, respectively. We sold loans totaling $4.9 million and $7.0 million during the three months ended March 31, 2016 and 2015, respectively.

 

Non-interest expense. Non-interest expense increased to $3.5 million for the three months ended March 31, 2016 from $3.4 million for the same period in 2015. This increase was primarily due to an increase in compensation and employee benefits expense partially offset by declines in occupancy expense and FDIC insurance premiums.

 

Compensation and employee benefits increased to $2.0 million for the three months ended March 31, 2016 from $1.9 million for the same period in 2015. This increase was primarily due to increased commission expense on production-based earners, merit increases, and staffing for our Clayton, Missouri location which opened during the second quarter of 2015.

 

Occupancy expense decreased to $366,000 for the three months ended March 31, 2016 compared to $391,000 for the same period in 2015. This decrease was primarily due to lower depreciation, less repairs and maintenance expenses, and software licensing fees partially offset by higher property tax expense and rent expense in the 2016 period.

 

FDIC insurance premiums decreased to $90,000 for the three months ended March 31, 2016 compared to $110,000 for the same period in 2015. This decrease was primarily due to declines in the assessment base and rates paid for the 2016 period.

 

Income taxes. Income tax expense decreased to $296,000 for the three months ended March 31, 2016 compared to $618,000 for the same period in 2015 primarily as a result of lower pre-tax income for the three months ended March 31, 2016 along with a lower effective tax rate. The effective tax rate was 22.6% for the three months ended March 31, 2016 compared to 29.6% for the comparable period in 2015. The effective tax rate for the three months ended March 31, 2016 was lower primarily due to tax exempt income comprising a higher portion of total income.

 

Liquidity and Capital Resources

 

We maintain liquid assets at levels considered adequate to meet liquidity needs. We adjust our liquidity levels to fund deposit outflows, repay our borrowings and fund loan commitments. We also adjust liquidity as appropriate to meet asset and liability management objectives.

 

 See notes to consolidated financial statements.41.

  

Our primary sources of liquidity are deposits, amortization and prepayment of loans, maturities of investment securities and other short-term investments, and earnings and funds provided from operations. While scheduled principal repayments on loans are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by market interest rates, economic conditions, and rates offered by our competition. We set the interest rates on our deposits to maintain a desired level of total deposits. In addition, we invest excess funds in short-term interest-earning assets, which provide liquidity to meet lending requirements.

 

A portion of our liquidity consists of cash and cash equivalents, which are a product of our operating, investing and financing activities. At March 31, 2016 and December 31, 2015, $38.7 million and $79.2 million, respectively, were invested in cash and cash equivalents. The primary sources of cash are principal repayments on loans, proceeds from the calls and maturities of investment securities, increases in deposit and securities sold under agreements to repurchase accounts, and advances from the FHLB.

 

Cash flows are derived from operating activities, investing activities and financing activities as reported in the Consolidated Statements of Cash Flows included with the Consolidated Financial Statements under Item 1 of Part I of this 10-Q.

 

Our primary investing activities are the origination of loans and the purchase of investment securities. Loan originations exceeded principal collections on loans by $20.2 million and $469,000 for the three months ended March 31, 2016 and 2015, respectively. Cash received from calls, maturities, and principal repayments of available-for-sale investment securities totaled $5.9 million for each of the three month periods ended March 31, 2016 and 2015. We purchased $11.8 million and $9.0 million of available-for-sale investment securities during the three months ended March 31, 2016 and 2015, respectively.

 

Deposit flows are generally affected by market interest rates, products offered by local competitors, and other factors. Net deposits decreased by $18.7 million and $9.0 million during the three months ended March 31, 2016 and 2015, respectively. The decrease in deposits during the three months ended March 31, 2016 was primarily due to a reduction of $31.4 million in brokered deposits partially offset by an increase in core deposits.

 

Liquidity management is both a daily and long-term function of business management. If we require funds beyond our ability to generate them internally, borrowing agreements exist with the FHLB, which provide an additional source of funds. We had $16.0 million of advances from the FHLB at March 31, 2016 and December 31, 2015. At March 31, 2016, we had additional available credit of approximately $75.5 million. Additionally, we have the ability to purchase funds through our affiliation with Promontory Interfinancial Network if we require additional liquidity. At March 31, 2016, the funds authorized for purchase through this program totaled $61.0 million.

 

The Bank is required to maintain certain minimum capital requirements under OCC regulations. Failure by a national bank to meet minimum capital requirements can result in certain mandatory and possible discretionary actions by regulators, which, if undertaken, could have a direct material effect on the Bank’s financial statements. Under the capital adequacy guidelines and regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. As of March 31, 2016, under regulatory standards, the Bank had capital levels in excess of the minimums necessary to be considered “well capitalized,” which is the highest regulatory designation.

 

 See notes to consolidated financial statements.42.

  

The Bank’s actual capital amounts and ratios under Basel III as of March 31, 2016 and December 31, 2015 are presented in the following tables.

 

As of March 31, 2016
               To be Well Capitalized 
           For Capital   Under Prompt Corrective 
   Actual   Adequacy Purposes   Action Provisions 
   Amount   Ratio   Amount   Ratio   Amount   Ratio 
     
Common Equity Tier 1 Capital to Risk Weighted Assets  $71,346,000    14.02%  $22,900,000    4.50%  $33,077,000    6.50%
                               
Tier I Capital to Adjusted Total Assets   71,346,000    11.30%   25,250,000    4.00%   31,563,000    5.00%
                               
Tier I Capital to Risk Weighted Assets   71,346,000    14.02%   30,533,000    6.00%   40,711,000    8.00%
                               
Total Capital to Risk Weighted Assets   75,878,000    14.91%   40,711,000    8.00%   50,888,000    10.00%

 

As of December 31, 2015
               To be Well Capitalized 
           For Capital   Under Prompt Corrective 
   Actual   Adequacy Purposes   Action Provisions 
   Amount   Ratio   Amount   Ratio   Amount   Ratio 
     
Common Equity Tier 1 Capital to Risk Weighted Assets  $71,273,000    14.89%  $21,546,000    4.50%  $31,122,000    6.50%
                               
Tier I Capital to Adjusted Total Assets   71,273,000    11.47%   24,855,000    4.00%   31,069,000    5.00%
                               
Tier I Capital to Risk Weighted Assets   71,273,000    14.89%   28,728,000    6.00%   38,303,000    8.00%
                               
Total Capital to Risk Weighted Assets   76,195,000    15.91%   38,303,000    8.00%   47,879,000    10.00%

 

The Company’s actual consolidated capital amounts and ratios under Basel III as of March 31, 2016 and December 31, 2015 are presented in the following tables.

 

As of March 31, 2016
               To be Well Capitalized
           For Capital   Under Prompt Corrective
   Actual   Adequacy Purposes   Action Provisions
   Amount   Ratio   Amount   Ratio   Amount  Ratio
                       
Common Equity Tier 1 Capital to Risk Weighted Assets  $69,041,000    13.56%  $22,917,000    4.50%   N/A  N/A
                           
Tier I Capital to Adjusted Total Assets   69,041,000    10.65%   25,932,000    4.00%   N/A  N/A
                           
Tier I Capital to Risk Weighted Assets   69,041,000    13.56%   30,556,000    6.00%   N/A  N/A
                           
Total Capital to Risk Weighted Assets   77,573,000    15.23%   40,741,000    8.00%   N/A  N/A

 

As of December 31, 2015
               To be Well Capitalized
           For Capital   Under Prompt Corrective
   Actual   Adequacy Purposes   Action Provisions
   Amount   Ratio   Amount   Ratio   Amount  Ratio
                       
Common Equity Tier 1 Capital to Risk Weighted Assets  $68,467,000    14.29%  $21,555,000    4.50%   N/A  N/A
                           
Tier I Capital to Adjusted Total Assets   68,467,000    10.28%   26,651,000    4.00%   N/A  N/A
                           
Tier I Capital to Risk Weighted Assets   68,467,000    14.29%   28,740,000    6.00%   N/A  N/A
                           
Total Capital to Risk Weighted Assets   77,389,000    16.16%   38,321,000    8.00%   N/A  N/A

 

 See notes to consolidated financial statements.43.

  

In July 2013, the U.S. federal banking authorities approved the implementation of the Basel III regulatory capital reforms and issued rules effecting certain changes required by the Dodd-Frank Act (the “Basel III Rules”). The Basel III Rules are applicable to all U.S. banks that are subject to minimum capital requirements, as well as to bank and savings and loan holding companies other than “small bank holding companies” (generally non-public bank holding companies with consolidated assets of less than $1 billion). The Bank, along with other community banking organizations, became subject to the Basel III Rules effective January 1, 2015.

 

The Basel III Rules not only increased most of the required minimum regulatory capital ratios, but they introduced a new common equity Tier 1 capital ratio and the concept of a Capital Conservation Buffer ("CCB"). The Basel III Rules also expanded the definition of capital as in effect currently by establishing criteria that instruments must meet to be considered additional Tier 1 capital (Tier 1 capital in addition to common equity) and Tier 2 capital. A number of instruments that qualified previously as Tier 1 capital no longer qualify, or their qualifications may change as the Basel III rules are fully implemented. The Basel III Rules also permit banking organizations with less than $15.0 billion in assets to retain, through a one-time election, the previous treatment for accumulated other comprehensive income. The Bank elected this one-time opt-out to exclude accumulated other comprehensive income from regulatory capital with the filing of its regulatory reports for first quarter of 2015.

 

The Basel III Rules have maintained the general structure of the current prompt corrective action framework, while incorporating the increased requirements. The prompt corrective action guidelines were also revised to add the common equity Tier 1 capital ratio.  In order to be a “well-capitalized” depository institution under the new regime, a bank and holding company must maintain a common equity Tier 1 capital ratio of 6.5% or more; a Tier 1 capital ratio of 8% or more; a total capital ratio of 10% or more; and a leverage ratio of 5% or more. 

 

The Bank and the Company have each adopted Regulatory Capital Plans that require the Bank to maintain a Tier 1 leverage ratio of at least 8% and a total risk-based capital ratio of at least 12% (excluding the CCB). The minimum capital ratios set forth in the Regulatory Capital Plans will be increased and other minimum capital requirements will be established if and as necessary. In accordance with the Regulatory Capital Plans, neither the Company nor the Bank will pursue any growth opportunity, declare any dividend or conduct any stock repurchase that would cause the Bank's total risk-based capital ratio and/or its Tier 1 leverage ratio to fall below the established minimum capital levels, or capital levels required for capital adequacy plus the CCB. The minimum CCB in 2016 is 0.625% and will increase 0.625% annually through 2019 to 2.5%. As of March 31, 2016, the Bank and the Company adopted all of the Basel III 2016 phase-in rules and were well-capitalized, with all capital ratios exceeding the well-capitalized requirement. At present, management concludes that its current capital structure and the execution of its capital plan will be sufficient to meet and exceed the revised regulatory capital ratios as required by the new Basel III Rules.

 

Off-Balance Sheet Arrangements

 

In the ordinary course of business, the Company is a party to credit-related financial instruments with off-balance sheet risk to meet the financing needs of our customers. These financial instruments include commitments to extend credit, as described further below. The Company follows the same credit policies in making commitments as it does for on-balance sheet instruments.

 

Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in such customer’s contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Company, is based on management’s credit evaluation of the customer.

 

Unfunded commitments under construction lines of credit for residential and multi-family properties are commitments for possible future extensions of credit to existing customers. These lines of credit are uncollateralized and usually do not contain a specified maturity date and may not be drawn upon to the total extent to which the Company is committed.

 

 See notes to consolidated financial statements.44.

  

Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.

 

A summary of the notional or contractual amounts of financial instruments with off-balance-sheet risk at March 31, 2016 follows:

 

               Range of Rates
   Variable Rate   Fixed Rate   Total   on Fixed Rate
   Commitments   Commitments   Commitments   Commitments
     
Commitments to extend credit  $43,151,879   $45,189,635   $88,341,514   2.50% - 18.00%
Standby letters of credit   1,226,114    49,000    1,275,114   4.00% - 6.00%

 

Loans sold to the FHLB under the Mortgage Partnership Finance (“MPF”) program are sold with recourse. The Bank has an agreement to sell residential loans of up to $81.0 million to the FHLB, of which approximately $72.2 million had been sold as of March 31, 2016. As a part of the agreement, the Bank had a maximum credit enhancement of $388,000 at March 31, 2016. The Company intends to continue originating and selling mortgage loans while retaining the servicing of the loans. In addition to the MPF program, the Company currently has a relationship to sell loans to Fannie Mae. These loans are also sold with recourse. The Company has a recourse liability reserve established. Since the Company has no loss experience at this time, we utilized the current Fannie Mae loss history rates in the calculation of our reserve.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

The majority of First Clover Leaf’s assets and liabilities are monetary in nature. Consequently, the most significant form of market risk is interest rate risk. First Clover Leaf’s assets, consisting primarily of loans, have longer maturities than its liabilities, consisting primarily of deposits. As a result, the principal part of First Clover Leaf’s business strategy is to manage interest rate risk and reduce the exposure of our net interest income to changes in market interest rates. Accordingly, the Bank’s board of directors has established an Asset/Liability Management Committee which is responsible for evaluating the interest rate risk inherent in assets and liabilities, for determining the level of risk that is appropriate given First Clover Leaf’s business strategy, operating environment, capital, liquidity and performance objectives, and for managing this risk consistent with the guidelines approved by the board of directors. Senior management monitors the level of interest rate risk on a regular basis, and the Asset/Liability Management Committee meets at least quarterly to review the asset/liability policies and interest rate risk position.

 

During the relatively low interest rate environment that has existed in recent years, we have implemented the following strategies to manage interest rate risk: (i) maintaining a high equity-to-assets ratio; and (ii) offering a variety of adjustable rate loan products, including adjustable rate one-to-four family, multi-family and non-residential mortgage loans, short-term consumer loans, and a variety of adjustable-rate commercial loans. By maintaining a high equity-to-assets ratio and by investing in adjustable-rate and short-term assets, we are better positioned to react to increases in market interest rates. However, maintaining high equity balances reduces the return-on-equity ratio, and investments in shorter-term assets generally bear lower yields than longer-term investments.

 

First Clover Leaf utilized an independent third party to analyze interest rate risk sensitivity as of December 31, 2015. The model uses a discounted cash flow analysis and an option-based pricing approach to measure the interest rate sensitivity of net portfolio value (“NPV”). The model estimates the economic value of each type of asset, liability and off-balance-sheet contract under the assumption of instantaneous rate increases of up to 400 basis points or decreases of 100 points in 100 basis point increments. An increase in interest rates from 3% to 4% would mean, for example, a 100 basis point increase in the “Change in Interest” column.

 

 See notes to consolidated financial statements.45.

  

The tables below set forth, as of December 31, 2015, the estimated changes in the NPV that would result from the designated instantaneous changes in the U.S. Treasury yield curve. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions including relative levels of market interest rates, loan prepayments and deposit decay, and should not be relied upon as indicative of actual results.

 

Item 3. Quantitative and Qualitative Disclosures about Market Risk

 

December 31, 2015  
      NPV     Net Portfolio Value as a Percentage of
Present Value of Assets
 
            Estimated Increase
(Decrease) in NPV
             
Change in Interest Rates     Estimated
NPV
    Amount     Percent     NPV Ratio     Change  
                                 
+400  bp     $ 84,743     $ (19,577 )     (19 )%     14.40 %   (142)  bp  
+300  bp       91,987       (12,333 )     (12 )     15.21     (61)  bp  
+200  bp       97,818       (6,502 )     (6 )     15.70     (12)  bp  
+100  bp       102,388       (1,932 )     (2 )     15.98     16   bp  
—    bp       104,320                   15.82     —   bp  
-100   bp       95,264       (9,056 )     (9 )     14.22     (160)  bp  

  

The table above indicates that at December 31, 2015 in the event of a 100 basis point decrease in interest rates, we would experience a slight decrease in the net portfolio value. In the event of a 400 basis point increase in interest rates, we would experience a 19% decrease in the net portfolio value. Management does not believe that the Company’s primary market risk exposures at March 31, 2016, and how those exposures were managed during the three months ended March 31, 2016, have changed materially when compared to the immediately preceding quarter ended December 31, 2015. However, the Company’s primary market risk exposure has not yet been quantified at March 31, 2016 as it is not yet available, and the complexity of the model makes it difficult to accurately predict results.

 

Certain shortcomings are inherent in the methodology used in the above interest rate risk measurement. Modeling changes in net portfolio value require making certain assumptions such as the duration of our assets and liabilities as it relates to prepayments on loans and the average life of non-maturing deposits. In addition, we make rate assumptions for loans and deposits that are re-pricing. These assumptions may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates. In this regard, the net portfolio value table presented assumes that the composition of the interest-sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration or re-pricing of specific assets and liabilities. Accordingly, although the net portfolio value table provides an indication of the interest rate risk exposure at a particular point in time, such measurements are not intended to and do not provide a precise forecast of the effect of changes in market interest rates on its net interest income and will differ from actual results.

 

Item 4. Controls and Procedures

 

As of the end of the period covered by this report, the Company carried out an evaluation, under the supervision and with the participation of the Company’s principal executive officer and principal financial officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended). Based on this evaluation, the Company’s principal executive officer and principal financial officer concluded that the Company’s disclosure controls and procedures were effective as of the end of the period covered by this report.

 

 See notes to consolidated financial statements.46.

  

In addition, there have been no changes in the Company’s internal control over financial reporting during the most recent fiscal quarter 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.

 

We and our subsidiaries are involved, from time to time, as plaintiff or defendant in various legal actions arising in the normal course of our business. As of March 31, 2016, we and our subsidiaries were not involved in any legal proceedings, the outcome of which would be material to our financial condition or results of operations.

 

Item 1A – Risk Factors.

 

Not required.

 

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

 

(a)None.
(b)Not applicable.
(c)None.

 

Item 3 - Defaults upon Senior Securities.

 

Not applicable.

 

Item 4 – Mine Safety Disclosures.

 

Not applicable.

 

Item 5 - Other Information.

 

None.

 

Item 6 – Exhibits.

 

(a) Exhibits.

31.1:Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
31.2:Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002.
32:Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101:The following financial statements as of and for the quarter ended March 31, 2016, formatted in XBRL: (i) Consolidated Balance Sheets, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income, (iv) Consolidated Statements of Cash Flows, and (v) the Notes to Consolidated Financial Statements.

 

 See notes to consolidated financial statements.47.

  

FIRST CLOVER LEAF FINANCIAL CORP.

 

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.

 

FIRST CLOVER LEAF FINANCIAL CORP.

(Registrant)

 

DATE: May 12, 2016   BY:

/s/ P. David Kuhl

 
           
       

P. David Kuhl,

 
        President and Chief Executive Officer  
           
      BY: /s/ Darlene F. McDonald  
           
       

Darlene F. McDonald,

 
        Executive Vice-President and Chief Financial Officer  

 

 See notes to consolidated financial statements.48.