HOPFED BANCORP INC (HFBC) Form 10-Q for Period Ending 6/30/2015 |
: 6.22.4 |
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(1) | BASIS OF PRESENTATION |
HopFed Bancorp, Inc. (the “Company”) was formed at the direction of Heritage Bank USA Inc., formerly Hopkinsville Federal Savings Bank (the “Bank”), to become the holding company of the Bank upon the conversion of the Bank from a federally chartered mutual savings bank to a federally chartered stock savings bank. The conversion was consummated on February 6, 1998. The Company’s primary assets are the outstanding capital stock of the converted Bank, and its sole business is that of the converted Bank.
On June 5, 2013, the Bank’s legal name became Heritage Bank USA Inc. and the Bank was granted a commercial bank charter by the Kentucky Department of Financial Institutions (“KDFI”). On June 5, 2013, the Bank became subject to regulation by the KDFI and the Federal Deposit Insurance Corporation (“FDIC”). On the same day, HopFed Bancorp was granted a bank holding company charter by the Federal Reserve Bank of Saint Louis (“FED”) and as such regulated by the FED.
The Bank operates a mortgage division, Heritage Mortgage Services, in Clarksville, Tennessee with agents located in several of its markets. The Bank has a financial services division, Heritage Solutions, with offices in Murray, Kentucky, Kingston Springs, Tennessee, and Pleasant View, Tennessee. Heritage Wealth Management agents travel throughout western Kentucky and middle Tennessee offering fixed and variable annuities, mutual funds and brokerage services. In October of 2014, the Bank opened a loan production office in Nashville, Tennessee.
The accompanying unaudited financial statements have been prepared in accordance with accounting principles generally accepted (“GAAP”) in the United States of America for interim financial information and with the instructions to Form 10-Q and Article 10 of Regulation S-X. Accordingly, they do not include all of the information and footnotes required by U.S. GAAP for complete financial statements. In the opinion of management, all adjustments (consisting of only normal recurring accruals) necessary for fair representation have been included. The results of operations and other data for the three month period ended June 30, 2015, are not necessarily indicative of results that may be expected for the entire fiscal year ending December 31, 2015.
The accompanying unaudited financial statements should be read in conjunction with the Consolidated Financial Statements and the Notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. The accounting policies followed by the Company are set forth in the Summary of Significant Accounting Policies in the Company’s December 31, 2014, Consolidated Financial Statements.
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(3) | STOCK COMPENSATION |
The Company incurred compensation cost related to the HopFed Bancorp, Inc. 2004 Long Term Incentive Plan of $49,000 and $98,000 for the three and six month periods ended June 30, 2015, and $35,000 and $65,000 for the three and six month periods ended June 30, 2014, respectively. The Company issued 771 shares during the three and six month periods ended June 30, 2015. The Company issued 20,238 shares of restricted stock during the three and six month periods ended June 30, 2014. The table below provides a detail of the Company’s future compensation expense related to restricted stock vesting at June 30, 2015:
Year Ending December 31, |
Future Expense |
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2015 |
$ | 89,875 | ||
2016 |
135,283 | |||
2017 |
48,459 | |||
2018 |
5,630 | |||
2019 |
725 | |||
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Total |
$ | 279,972 | ||
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The compensation committee may make additional awards of restricted stock, thereby increasing the future expense related to this plan. In addition, award vesting may be accelerated due to certain events as outlined in the restricted stock award agreement. Any acceleration of vesting will change the timing of, but not the aggregate amount of, compensation expense incurred.
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(4) | SECURITIES |
Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluations. Consideration is given to (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
At June 30, 2015, the Company has 61 securities with unrealized losses. The carrying amount of securities and their estimated fair values at June 30, 2015, were as follows:
June 30, 2015 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
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(Dollars in Thousands) | ||||||||||||||||
Restricted: |
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FHLB stock |
$ | 4,428 | — | — | 4,428 | |||||||||||
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Available for sale |
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U.S. Treasury securities |
$ | 2,001 | 10 | — | 2,011 | |||||||||||
Agency debt securities |
92,585 | 1,971 | (539 | ) | 94,017 | |||||||||||
Taxable municipal bonds |
8,428 | 150 | (78 | ) | 8,500 | |||||||||||
Tax free municipal bonds |
49,143 | 2,511 | (202 | ) | 51,452 | |||||||||||
Trust preferred securities |
1,608 | 195 | — | 1,803 | ||||||||||||
Mortgage-backed securities: |
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GNMA |
21,874 | 252 | (124 | ) | 22,002 | |||||||||||
FNMA |
32,733 | 423 | (112 | ) | 33,044 | |||||||||||
FHLMC |
5,657 | 30 | (34 | ) | 5,653 | |||||||||||
SLMA CMO |
3,806 | — | (23 | ) | 3,783 | |||||||||||
AGENCY CMO |
25,316 | 186 | (94 | ) | 25,408 | |||||||||||
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$ | 243,151 | 5,728 | (1,206 | ) | 247,673 | |||||||||||
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The carrying amount of securities and their estimated fair values at December 31, 2014, was as follows:
December 31, 2014 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
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(Dollars in Thousands) | ||||||||||||||||
Restricted: |
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FHLB stock |
$ | 4,428 | — | — | 4,428 | |||||||||||
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Available for sale |
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U.S. Treasury securities |
$ | 3,977 | 3 | — | 3,980 | |||||||||||
Agency debt securities |
101,654 | 2,125 | (527 | ) | 103,252 | |||||||||||
Tax free municipal bonds |
57,399 | 3,814 | (166 | ) | 61,047 | |||||||||||
Taxable municipal bonds |
11,871 | 235 | (63 | ) | 12,043 | |||||||||||
Trust preferred securities |
1,600 | — | (111 | ) | 1,489 | |||||||||||
Commercial bonds |
2,000 | 7 | — | 2,007 | ||||||||||||
Mortgage-backed securities: |
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GNMA |
27,535 | 670 | (122 | ) | 28,083 | |||||||||||
FNMA |
50,617 | 694 | (536 | ) | 50,775 | |||||||||||
FHLMC |
3,276 | 38 | — | 3,314 | ||||||||||||
SLMA CMO |
9,895 | — | (252 | ) | 9,643 | |||||||||||
AGENCY CMO |
28,024 | 176 | (205 | ) | 27,995 | |||||||||||
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$ | 297,848 | 7,762 | (1,982 | ) | 303,628 | |||||||||||
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The scheduled maturities of debt securities available for sale at June 30, 2015, were as follows:
June 30, 2015 |
Amortized Cost |
Estimated Fair Value |
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Due within one year |
$ | 4,830 | $ | 4,927 | ||||
Due in one to five years |
16,675 | 16,972 | ||||||
Due in five to ten years |
40,668 | 41,210 | ||||||
Due after ten years |
26,089 | 27,452 | ||||||
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88,262 | 90,561 | |||||||
Amortizing agency bonds |
65,503 | 67,222 | ||||||
Mortgage-backed securities |
89,386 | 89,890 | ||||||
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Total unrestricted securities available for sale |
$ | 243,151 | $ | 247,673 | ||||
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The scheduled maturities of debt securities available for sale at December 31, 2014, were as follows:
December 31, 2014 |
Amortized Cost |
Estimated Fair Value |
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Due within one year |
$ | 4,830 | $ | 4,927 | ||||
Due in one to five years |
21,564 | 21,818 | ||||||
Due in five to ten years |
41,683 | 42,613 | ||||||
Due after ten years |
33,119 | 35,380 | ||||||
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101,196 | 104,738 | |||||||
Amortizing agency bonds |
77,305 | 79,080 | ||||||
Mortgage-backed securities |
119,347 | 119,810 | ||||||
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Total unrestricted securities available for sale |
$ | 297,848 | $ | 303,628 | ||||
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The estimated fair value and unrealized loss amounts of temporarily impaired investments as of June 30, 2015, are as follows:
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
Estimated Fair Value |
Unrealized Losses |
Estimated Fair Value |
Unrealized Losses |
Estimated Fair Value |
Unrealized Losses |
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(Dollars in Thousands) | ||||||||||||||||||||||||
Available for sale |
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U.S. Agency debt securities |
$ | 20,573 | (172 | ) | 14,473 | (367 | ) | 35,046 | (539 | ) | ||||||||||||||
Taxable municipals |
2,043 | (15 | ) | 2,994 | (63 | ) | 5,037 | (78 | ) | |||||||||||||||
Tax free municipals |
1,475 | (3 | ) | 6,209 | (199 | ) | 7,684 | (202 | ) | |||||||||||||||
Mortgage-backed securities: |
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GNMA |
4,954 | (38 | ) | 11,177 | (86 | ) | 16,131 | (124 | ) | |||||||||||||||
FNMA |
7,338 | (62 | ) | 3,068 | (50 | ) | 10,406 | (112 | ) | |||||||||||||||
FHLMC |
2,663 | (34 | ) | — | — | 2,663 | (34 | ) | ||||||||||||||||
SLMA CMOs |
183 | (2 | ) | 3,600 | (21 | ) | 3,783 | (23 | ) | |||||||||||||||
AGENCY CMOs |
8,245 | (29 | ) | 1,970 | (65 | ) | 10,215 | (94 | ) | |||||||||||||||
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Total available for sale |
$ | 47,474 | (355 | ) | 43,491 | (851 | ) | 90,965 | (1,206 | ) | ||||||||||||||
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The estimated fair value and unrealized loss amounts of temporarily impaired investments as of December 31, 2014, were as follows:
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
December 31, 2014 |
Estimated Fair Value |
Unrealized Losses |
Estimated Fair Value |
Unrealized Losses |
Estimated Fair Value |
Unrealized Losses |
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Available for sale |
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U.S. Agency debt securities |
$ | 14,021 | (20 | ) | 29,156 | (507 | ) | 43,177 | (527 | ) | ||||||||||||||
Taxable municipals |
— | — | 4,785 | (63 | ) | 4,785 | (63 | ) | ||||||||||||||||
Tax free municipals |
— | — | 6,647 | (166 | ) | 6,647 | (166 | ) | ||||||||||||||||
Trust preferred securities |
— | — | 1,489 | (111 | ) | 1,489 | (111 | ) | ||||||||||||||||
Mortgage-backed securities: |
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GNMA |
12,568 | (108 | ) | 2,895 | (14 | ) | 15,463 | (122 | ) | |||||||||||||||
FNMA |
— | — | 18,927 | (536 | ) | 18,927 | (536 | ) | ||||||||||||||||
SLMA CMOs |
1,923 | (14 | ) | 7,720 | (238 | ) | 9,643 | (252 | ) | |||||||||||||||
AGENCY CMOs |
9,545 | (91 | ) | 7,685 | (114 | ) | 17,230 | (205 | ) | |||||||||||||||
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Total available for sale |
$ | 38,057 | (233 | ) | 79,304 | (1,749 | ) | 117,361 | (1,982 | ) | ||||||||||||||
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At June 30, 2015, securities with a book value of approximately $162.8 million and a market value of approximately $168.2 million were pledged to various municipalities for deposits in excess of FDIC limits as required by law.
At June 30, 2015, securities with a book and market value of $42.2 million were sold under agreements to repurchase from various customers. Furthermore, the Company has a wholesale repurchase agreement with third party secured by investments with a combined book value of $6.9 million and a market value of $7.1 million. The repurchase agreement is in the amount of $6.0 million and has a maturity of September 18, 2016, and is currently callable on a quarterly basis and has a fixed rate of interest of 4.36%.
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(5) | LOANS |
The components of loans receivable in the consolidated balance sheets as of June 30, 2015, and December 31, 2014, were as follows:
June 30, 2015 | June 30, 2015 | December 31, 2014 | December 31, 2014 | |||||||||||||
Amount | Percent | Amount | Percent | |||||||||||||
(Dollars in thousands, except percentages) | ||||||||||||||||
Real estate loans |
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One-to-four family (closed end) first mortgages |
$ | 146,285 | 26.1 | % | $ | 150,551 | 27.6 | % | ||||||||
Second mortgages (closed end) |
2,046 | 0.4 | % | 2,102 | 0.4 | % | ||||||||||
Home equity lines of credit |
33,803 | 6.0 | % | 34,238 | 6.3 | % | ||||||||||
Multi-family |
22,580 | 4.0 | % | 25,991 | 4.8 | % | ||||||||||
Construction |
27,072 | 4.8 | % | 24,241 | 4.4 | % | ||||||||||
Land |
24,521 | 4.4 | % | 26,654 | 4.9 | % | ||||||||||
Farmland |
41,224 | 7.4 | % | 42,874 | 7.8 | % | ||||||||||
Non-residential real estate |
160,039 | 28.5 | % | 150,596 | 27.6 | % | ||||||||||
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Total mortgage loans |
457,570 | 81.6 | % | 457,247 | 83.8 | % | ||||||||||
Consumer loans |
16,011 | 2.9 | % | 14,438 | 2.6 | % | ||||||||||
Commercial loans |
87,148 | 15.5 | % | 74,154 | 13.6 | % | ||||||||||
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Total other loans |
103,159 | 18.4 | % | 88,592 | 16.2 | % | ||||||||||
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Total loans, gross |
560,729 | 100.0 | % | 545,839 | 100.0 | % | ||||||||||
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Deferred loan cost, net of income |
(389 | ) | (286 | ) | ||||||||||||
Less allowance for loan losses |
(5,534 | ) | (6,289 | ) | ||||||||||||
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Total loans |
$ | 554,806 | $ | 539,264 | ||||||||||||
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The allowance for loan losses totaled $5.5 million at June 30, 2015, $6.3 million at December 31, 2014, and $8.4 million at June 30, 2014, respectively. The ratio of the allowance for loan losses to total loans was 0.99% at June 30, 2015, 1.15% at December 31, 2014, and 1.53% at June 30, 2014. The following table indicates the type and level of non-accrual loans at the periods indicated below:
June 30, 2015 | December 31, 2014 | June 30, 2014 | ||||||||||
(Dollars in Thousands) | ||||||||||||
One-to-four family mortgages |
$ | 1,456 | 1,501 | 524 | ||||||||
Home equity line of credit |
48 | — | 29 | |||||||||
Multi-family |
1,827 | 95 | — | |||||||||
Land |
1,982 | 215 | 1,217 | |||||||||
Non-residential real estate |
520 | 1,159 | 6,520 | |||||||||
Farmland |
209 | 115 | 13 | |||||||||
Consumer loans |
— | — | 1 | |||||||||
Commercial loans |
1,014 | 90 | 431 | |||||||||
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Total non-accrual loans |
$ | 7,056 | 3,175 | 8,735 | ||||||||
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The following table provides a detail of the Company’s activity in the allowance for loan loss account by loan type for the six month period ended June 30, 2015:
Six month period ended June 30, 2015 |
Balance 12/31/2014 |
Charge off 2015 |
Recovery 2015 |
General Provision 2015 |
Specific Provision 2015 |
Ending Balance 6/30/2015 |
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One-to-four family mortgages |
$ | 1,198 | (88 | ) | 21 | 61 | (194 | ) | 998 | |||||||||||||||
Home equity line of credit |
181 | (92 | ) | 3 | 89 | 15 | 196 | |||||||||||||||||
Junior liens |
14 | — | 2 | (2 | ) | (4 | ) | 10 | ||||||||||||||||
Multi-family |
85 | — | — | — | (12 | ) | 73 | |||||||||||||||||
Construction |
146 | — | — | — | 20 | 166 | ||||||||||||||||||
Land |
1,123 | (631 | ) | — | 84 | 597 | 1,173 | |||||||||||||||||
Non-residential real estate |
2,083 | (222 | ) | 2 | (73 | ) | (150 | ) | 1,640 | |||||||||||||||
Farmland |
461 | — | — | — | (94 | ) | 367 | |||||||||||||||||
Consumer loans |
494 | (177 | ) | 73 | 91 | (134 | ) | 347 | ||||||||||||||||
Commercial loans |
504 | (147 | ) | 16 | 222 | (31 | ) | 564 | ||||||||||||||||
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$ | 6,289 | (1,357 | ) | 117 | 472 | 13 | 5,534 | |||||||||||||||||
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The following table provides a detail of the Company’s activity in the allowance for loan loss account by loan type for the year ended December 31, 2014:
Year ended December 31, 2014 |
Balance 12/31/2013 |
Charge off 2014 |
Recovery 2014 |
General Provision 2014 |
Specific Provision 2014 |
Ending Balance 12/31/2014 |
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One-to-four family mortgages |
$ | 2,048 | (233 | ) | 24 | (304 | ) | (337 | ) | 1,198 | ||||||||||||||
Home equity line of credit |
218 | (83 | ) | 3 | (37 | ) | 80 | 181 | ||||||||||||||||
Junior liens |
39 | — | 9 | (25 | ) | (9 | ) | 14 | ||||||||||||||||
Multi-family |
466 | — | — | (381 | ) | — | 85 | |||||||||||||||||
Construction |
88 | (139 | ) | 9 | 58 | 130 | 146 | |||||||||||||||||
Land |
1,305 | — | — | (74 | ) | (108 | ) | 1,123 | ||||||||||||||||
Non-residential real estate |
2,719 | (66 | ) | 864 | (1,368 | ) | (66 | ) | 2,083 | |||||||||||||||
Farmland |
510 | — | — | 542 | (591 | ) | 461 | |||||||||||||||||
Consumer loans |
541 | (415 | ) | 109 | (13 | ) | 272 | 494 | ||||||||||||||||
Commercial loans |
748 | (296 | ) | 94 | (244 | ) | 202 | 504 | ||||||||||||||||
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$ | 8,682 | (1,232 | ) | 1,112 | (1,846 | ) | (427 | ) | 6,289 | |||||||||||||||
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The table below presents loan balances at June 30, 2015, by loan classification allocated between past due, performing and non-performing:
30 – 89 | Impaired Loans | |||||||||||||||||||||||||||
Currently | Days | Non-accrual | Special | Currently Performing | ||||||||||||||||||||||||
June 30, 2015 |
Performing | Past Due | Loans | Mention | Substandard | Doubtful | Total | |||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||
One-to-four family mortgages |
$ | 142,987 | 398 | 1,456 | 42 | 1,402 | — | 146,285 | ||||||||||||||||||||
Home equity line of credit |
33,113 | 69 | 48 | — | 573 | — | 33,803 | |||||||||||||||||||||
Junior liens |
1,992 | — | — | 38 | 16 | — | 2,046 | |||||||||||||||||||||
Multi-family |
17,818 | 140 | 1,827 | 1,655 | 1,140 | — | 22,580 | |||||||||||||||||||||
Construction |
26,972 | 100 | — | — | — | — | 27,072 | |||||||||||||||||||||
Land |
14,425 | — | 1,982 | 44 | 8,070 | — | 24,521 | |||||||||||||||||||||
Non-residential real estate |
149,565 | 162 | 520 | 640 | 9,152 | — | 160,039 | |||||||||||||||||||||
Farmland |
40,143 | 168 | 209 | 681 | 23 | — | 41,224 | |||||||||||||||||||||
Consumer loans |
15,790 | 13 | — | 14 | 194 | — | 16,011 | |||||||||||||||||||||
Commercial loans |
84,772 | 126 | 1,014 | 169 | 1,067 | — | 87,148 | |||||||||||||||||||||
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Total |
$ | 527,577 | 1,176 | 7,056 | 3,283 | 21,637 | — | 560,729 | ||||||||||||||||||||
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The table below presents loan balances at December 31, 2014, by loan classification allocated between past due, performing and non-performing:
30 - 89 | Impaired Loans | |||||||||||||||||||||||||||
Currently | Days | Non-accrual | Special | Currently Performing | ||||||||||||||||||||||||
Performing | Past Due | Loans | Mention | Substandard | Doubtful | Total | ||||||||||||||||||||||
One-to-four family mortgages |
$ | 145,372 | 757 | 1,501 | 203 | 2,718 | — | 150,551 | ||||||||||||||||||||
Home equity line of credit |
33,338 | 143 | — | — | 757 | — | 34,238 | |||||||||||||||||||||
Junior liens |
2,025 | — | — | 40 | 37 | — | 2,102 | |||||||||||||||||||||
Multi-family |
20,066 | — | 95 | 2,904 | 2,926 | — | 25,991 | |||||||||||||||||||||
Construction |
24,241 | — | — | — | — | — | 24,241 | |||||||||||||||||||||
Land |
14,674 | 654 | 215 | 362 | 10,749 | — | 26,654 | |||||||||||||||||||||
Non-residential real estate |
131,854 | — | 1,159 | 5,492 | 12,091 | — | 150,596 | |||||||||||||||||||||
Farmland |
40,057 | 64 | 115 | 516 | 2,122 | — | 42,874 | |||||||||||||||||||||
Consumer loans |
14,104 | 14 | — | 21 | 299 | — | 14,438 | |||||||||||||||||||||
Commercial loans |
71,191 | 55 | 90 | 325 | 2,493 | — | 74,154 | |||||||||||||||||||||
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Total |
$ | 496,922 | 1,687 | 3,175 | 9,863 | 34,192 | — | 545,839 | ||||||||||||||||||||
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The following table presents the balance in the allowance for loan losses and the recorded investment in loans as of June 30, 2015, and December 31, 2014, by portfolio segment and based on the impairment method as of June 30, 2015, and December 31, 2014.
Commercial | Land Development / Construction |
Commercial Real Estate |
Residential Real Estate |
Consumer | Total | |||||||||||||||||||
June 30, 2015: |
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Allowance for loan losses: |
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Ending allowance balance attributable to loans: |
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Individually evaluated for impairment |
$ | 91 | 116 | 445 | 46 | 48 | $ | 746 | ||||||||||||||||
Collectively evaluated for impairment |
473 | 1,223 | 1,635 | 1,158 | 299 | 4,788 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total ending allowance balance |
$ | 564 | 1,339 | 2,080 | 1,204 | 347 | $ | 5,534 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loans: |
||||||||||||||||||||||||
Loans individually evaluated for impairment |
$ | 2,081 | 10,052 | 12,871 | 3,495 | 194 | $ | 28,693 | ||||||||||||||||
Loans collectively evaluated for impairment |
85,067 | 41,541 | 210,972 | 178,639 | 15,817 | 532,036 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total ending loans balance |
$ | 87,148 | 51,593 | 223,843 | 182,134 | 16,011 | $ | 560,729 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Commercial | Land Development / Construction |
Commercial Real Estate |
Residential Real Estate |
Consumer | Total | |||||||||||||||||||
December 31, 2014: |
||||||||||||||||||||||||
Allowance for loan losses: |
||||||||||||||||||||||||
Ending allowance balance attributable to loans: |
||||||||||||||||||||||||
Individually evaluated for impairment |
$ | — | 663 | 738 | 51 | 62 | $ | 1,514 | ||||||||||||||||
Collectively evaluated for impairment |
504 | 606 | 1,891 | 1,342 | 432 | 4,775 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total ending allowance balance |
$ | 504 | 1,269 | 2,629 | 1,393 | 494 | $ | 6,289 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Loans: |
||||||||||||||||||||||||
Loans individually evaluated for impairment |
$ | 2,583 | 10,964 | 18,508 | 5,013 | 299 | $ | 37,367 | ||||||||||||||||
Loans collectively evaluated for impairment |
71,571 | 39,931 | 200,953 | 181,878 | 14,139 | 508,472 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total ending loans balance |
$ | 74,154 | 50,895 | 219,461 | 186,891 | 14,438 | $ | 545,839 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
All loans listed as 30-89 days past due and non-accrual are not performing as agreed. Loans listed as special mentioned, substandard and doubtful are paying as agreed. However, the customer’s financial statements may indicate weaknesses in their current cash flow, the customer’s industry may be in decline due to current economic conditions, collateral values used to secure the loan may be declining, or the Company may be concerned about the customer’s future business prospects.
The Company does not originate loans it considers sub-prime and is not aware of any exposure to the additional credit concerns associated with sub-prime lending in either the Company’s loan or investment portfolios. The Company does have a significant amount of construction and land development loans. Management reports to the Company’s Board of Directors on the status of the Company’s specific construction and development loans as well as the market trends in those markets in which the Company actively participates.
The Company’s annualized net charge off ratios for six month periods ended June 30, 2015, June 30, 2014, and the year ended December 31, 2014, was 0.45%, 0.16% and 0.02%, respectively. The ratios of allowance for loan losses to non-accrual loans at June 30, 2015, June 30, 2014, and December 31, 2014, were 78.4%, 95.6%, and 198.08%, respectively.
The determination of the allowance for loan losses is based on management’s analysis, performed on a quarterly basis. Various factors are considered, including the market value of the underlying collateral, growth and composition of the loan portfolio, the relationship of the allowance for loan losses to outstanding loans, historical loss experience, delinquency trends and prevailing economic conditions. Although management believes its allowance for loan losses is adequate, there can be no assurance that additional allowances will not be required or that losses on loans will not be incurred.
The Company conducts annual reviews on all loan relationships above one million to ascertain the borrowers continued ability to service their debt as agreed. In addition to the credit relationships mentioned above, management may classify any credit relationship once it becomes aware of adverse credit trends for that customer. Typically, the annual review consists of updated financial statements for borrowers and any guarantors, a review of the borrower’s credit history with the Company and other creditors, and current income tax information.
As a result of this review, management will classify loans based on their credit risk. Additionally, the Company provides a risk grade for all loans past due more than sixty days. The Company uses the following risk definitions for risk grades:
Satisfactory loans of average strength having some deficiency or vulnerability to changing economic or industry conditions. These customers should have reasonable amount of capital and operating ratios. Secured loans may lack in margin or liquidity. Loans to individuals, perhaps supported in dollars of net worth, but with supporting assets may be difficult to liquidate.
Watch loans are acceptable credits: (1) that need continual monitoring, such as out-of territory or asset-based loans (since the Bank does not have an asset-based lending department), or (2) with a marginal risk level to business concerns and individuals that; (a) have exhibited favorable performance in the past, though currently experiencing negative trends; (b) are in an industry that is experiencing volatility or is declining, and their performance is less than industry norms; and (c) are experiencing unfavorable trends in their financial position, such as one-time net losses or declines in asset values. These marginal borrowers may have early warning signs of problems such as occasional overdrafts and minor delinquency. If considered marginal, a loan would be a “watch” until financial data demonstrated improved performance or further deterioration to a “substandard” grade usually within a 12-month period. In the table on page 23, Watch loans are included with satisfactory loans and classified as Pass.
Special Mention loans are currently protected but are potentially weak. These loans constitute an undue and unwarranted credit risk but not to the point of justifying a substandard classification. The credit risk may be relatively minor yet constitutes an unwarranted risk in light of the circumstances surrounding a specific loan. These credit weaknesses, if not checked or corrected, will weaken the loan or inadequately protect the Bank’s credit position at some future date.
A Substandard loan is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. The loans are characterized by the distinct possibility that the Bank will sustain some loss if the deficiencies are not corrected. This does not imply ultimate loss of the principal, but may involve burdensome administrative expenses and the accompanying cost to carry the credit. Examples of substandard loans include those to borrowers with insufficient or negative cash flow, negative net worth coupled with inadequate guarantor support, inadequate working capital, and/or significantly past-due loans and overdrafts.
A loan classified Doubtful has all the weaknesses inherent in a substandard credit except that the weaknesses make collection or liquidation in full (on the basis of currently existing facts, conditions, and values) highly questionable and improbable. The possibility of loss is extremely high, but because of certain pending factors charge-off is deferred until its more exact status may be determined. Pending factors include proposed merger, acquisition, or liquidation procedures, capital injection, perfecting liens on additional collateral, and refinancing plans. The doubtful classification is applied to that portion of the credit in which the full collection of principal and interest is questionable.
A loan is considered to be impaired when management determines that it is possible that the Company will be unable to collect all principal and interest payments due in accordance with the contractual terms of the loan agreement. The value of individually impaired loans is measured based on the present value of expected payments or using the fair value of the collateral less cost to sell if the loan is collateral dependent. Currently, it is management’s practice to classify all substandard or doubtful loans as impaired. At June 30, 2015, December 31, 2014, and June 30, 2014, the Company’s impaired loans totaled $28.7 million, $37.4 million and $37.7 million, respectively.
At June 30, 2015, December 31, 2014 and June 30, 2014, the Company’s specific reserve for impaired loans totaled $746,000, $1.5 million and $1.5 million respectively. Loans by classification type and the related allowance amounts at June 30, 2015, are as follows:
Specific | Reserve | |||||||||||||||||||||||||||
Reserve | for | |||||||||||||||||||||||||||
Special | Impaired Loans | for | Performing | |||||||||||||||||||||||||
June 30, 2015 |
Pass | Mention | Substandard | Doubful | Total | Impairment | Loans | |||||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||||||
One-to-four family mortgages |
$ | 143,385 | 42 | 2,858 | — | 146,285 | 46 | 952 | ||||||||||||||||||||
Home equity line of credit |
33,182 | — | 621 | — | 33,803 | — | 196 | |||||||||||||||||||||
Junior liens |
1,992 | 38 | 16 | — | 2,046 | — | 10 | |||||||||||||||||||||
Multi-family |
17,958 | 1,655 | 2,967 | — | 22,580 | — | 73 | |||||||||||||||||||||
Construction |
27,072 | — | — | — | 27,072 | — | 166 | |||||||||||||||||||||
Land |
14,425 | 44 | 10,052 | — | 24,521 | 116 | 1,057 | |||||||||||||||||||||
Non-residential real estate |
149,727 | 640 | 9,672 | — | 160,039 | 445 | 1,195 | |||||||||||||||||||||
Farmland |
40,311 | 681 | 232 | — | 41,224 | — | 367 | |||||||||||||||||||||
Consumer loans |
15,803 | 14 | 194 | — | 16,011 | 48 | 299 | |||||||||||||||||||||
Commercial loans |
84,898 | 169 | 2,081 | — | 87,148 | 91 | 473 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 528,753 | 3,283 | 28,693 | — | 560,729 | 746 | 4,788 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Loans by classification type and the related valuation allowance amounts at December 31, 2014, are as follows: |
|
|||||||||||||||||||||||||||
Special | Impaired Loans |
Specific Allowance for |
Allowance For Loans |
|||||||||||||||||||||||||
Pass | Mention | Substandard | Doubtful | Total | Impairment | Not Impaired | ||||||||||||||||||||||
December 31, 2014 | ||||||||||||||||||||||||||||
One-to-four family mortgages |
$ | 146,129 | 203 | 4,219 | — | 150,551 | 51 | 1,147 | ||||||||||||||||||||
Home equity line of credit |
33,481 | — | 757 | — | 34,238 | — | 181 | |||||||||||||||||||||
Junior lien |
2,025 | 40 | 37 | — | 2,102 | — | 14 | |||||||||||||||||||||
Multi-family |
20,066 | 2,904 | 3,021 | — | 25,991 | — | 85 | |||||||||||||||||||||
Construction |
24,241 | — | — | — | 24,241 | — | 146 | |||||||||||||||||||||
Land |
15,328 | 362 | 10,964 | — | 26,654 | 663 | 460 | |||||||||||||||||||||
Non-residential real estate |
131,854 | 5,492 | 13,250 | — | 150,596 | 738 | 1,345 | |||||||||||||||||||||
Farmland |
40,121 | 516 | 2,237 | — | 42,874 | — | 461 | |||||||||||||||||||||
Consumer loans |
14,118 | 21 | 299 | — | 14,438 | 62 | 432 | |||||||||||||||||||||
Commercial loans |
71,246 | 325 | 2,583 | — | 74,154 | — | 504 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Total |
$ | 498,609 | 9,863 | 37,367 | — | 545,839 | 1,514 | 4,775 | ||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impaired loans by classification type and the related valuation allowance amounts at June 30, 2015, were as follows:
For the three month period ended | ||||||||||||||||||||
At June 30, 2015 | June 30, 2015 | |||||||||||||||||||
Unpaid | Average | Interest | ||||||||||||||||||
Recorded | Principal | Related | Recorded | Income | ||||||||||||||||
Investment | Balance | Allowance | Investment | Recognized | ||||||||||||||||
Impaired loans with no recorded reserve |
||||||||||||||||||||
One-to-four family mortgages |
$ | 2,148 | 2,175 | — | 2,408 | 11 | ||||||||||||||
Home equity line of credit |
621 | 621 | — | 693 | — | |||||||||||||||
Junior liens |
16 | 16 | — | 18 | — | |||||||||||||||
Multi-family |
2,967 | 2,967 | — | 2,982 | 34 | |||||||||||||||
Construction |
— | — | — | — | — | |||||||||||||||
Land |
9,456 | 10,087 | — | 8,376 | 20 | |||||||||||||||
Farmland |
232 | 232 | — | 237 | — | |||||||||||||||
Non-residential real estate |
8,949 | 8,949 | — | 9,580 | 18 | |||||||||||||||
Consumer loans |
3 | 3 | — | 5 | — | |||||||||||||||
Commercial loans |
1,727 | 1,727 | — | 1,607 | 21 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
26,119 | 26,777 | — | 25,906 | 104 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Impaired loans with a specific allowance: |
||||||||||||||||||||
One-to-four family mortgages |
710 | 710 | 46 | 712 | — | |||||||||||||||
Home equity line of credit |
— | — | — | — | — | |||||||||||||||
Junior liens |
— | — | — | — | — | |||||||||||||||
Multi-family |
— | — | — | — | — | |||||||||||||||
Construction |
— | — | — | — | — | |||||||||||||||
Land |
596 | 596 | 116 | 2,009 | — | |||||||||||||||
Farmland |
— | — | — | — | — | |||||||||||||||
Non-residential real estate |
723 | 723 | 445 | 952 | — | |||||||||||||||
Consumer loans |
191 | 191 | 48 | 185 | — | |||||||||||||||
Commercial loans |
354 | 354 | 91 | 529 | 16 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
2,574 | 2,574 | 746 | 4,387 | 16 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total impaired loans |
$ | 28,693 | 29,351 | 746 | 30,293 | 120 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
Impaired loans by classification type and the related valuation allowance amounts at December 31, 2014, were as follows:
For the year ended | ||||||||||||||||||||
At December 31, 2014 | December 31, 2014 | |||||||||||||||||||
Unpaid | Average | Interest | ||||||||||||||||||
Recorded | Principal | Related | Recorded | Income | ||||||||||||||||
Investment | Balance | Allowance | Investment | Recognized | ||||||||||||||||
Impaired loans with no specific allowance |
||||||||||||||||||||
One-to-four family mortgages |
$ | 3,501 | 3,501 | — | 2,972 | 176 | ||||||||||||||
Home equity line of credit |
757 | 757 | — | 690 | 35 | |||||||||||||||
Junior liens |
37 | 37 | — | 39 | 2 | |||||||||||||||
Multi-family |
3,021 | 3,021 | — | 1,342 | 190 | |||||||||||||||
Construction |
— | — | — | 29 | — | |||||||||||||||
Land |
7,740 | 7,740 | — | 8,978 | 339 | |||||||||||||||
Non-residential real estate |
12,057 | 12,057 | — | 8,672 | 669 | |||||||||||||||
Farmland |
2,237 | 2,237 | 3,968 | 125 | ||||||||||||||||
Consumer loans |
51 | 51 | — | 36 | 3 | |||||||||||||||
Commercial loans |
2,583 | 2,583 | — | 2,246 | 154 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
31,984 | 31,984 | — | 28,972 | 1,693 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Impaired loans with a specific allowance |
||||||||||||||||||||
One-to-four family mortgages |
$ | 718 | 718 | 51 | 1,434 | 44 | ||||||||||||||
Home equity line of credit |
— | — | — | — | — | |||||||||||||||
Junior liens |
— | — | — | — | — | |||||||||||||||
Multi-family |
— | — | — | — | — | |||||||||||||||
Construction |
— | — | — | — | — | |||||||||||||||
Land |
3,224 | 4,737 | 663 | 3,418 | 160 | |||||||||||||||
Non-residential real estate |
1,193 | 1,258 | 738 | 3,617 | 69 | |||||||||||||||
Farmland |
— | — | — | 619 | — | |||||||||||||||
Consumer loans |
248 | 248 | 62 | 355 | — | |||||||||||||||
Commercial loans |
— | — | — | 100 | — | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total |
5,383 | 6,961 | 1,514 | 9,543 | 273 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|||||||||||
Total impaired loans |
$ | 37,367 | 38,945 | 1,514 | 38,515 | 1,966 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
On a periodic basis, the Bank may modify the terms of certain loans. In evaluating whether a restructuring constitutes a troubled debt restructuring (TDR), Financial Accounting Standards Board has issued Accounting Standards Update 310 (ASU 310), A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring. In evaluating whether a restructuring constitutes a TDR, the Bank must separately conclude that both of the following exist:
• | The restructuring constitutes a concession |
• | The debtor is experiencing financial difficulties |
ASU 310 provides the following guidance for the Bank’s evaluation of whether it has granted a concession as follows:
• | If a debtor does not otherwise have access to funds at a market interest rate for debt with similar risk characteristics as the restructured debt, the restructured debt would be considered a below market rate, which may indicate that the Bank may have granted a concession. In that circumstance, the Bank should consider all aspects of the restructuring in determining whether it has granted a concession, the creditor must make a separate assessment about whether the debtor is experiencing financial difficulties to determine whether the restructuring constitutes a TDR. |
• | A temporary or permanent increase in the interest rate on a loan as a result of a restructuring does not eliminate the possibility of the restructuring from being considered a concession if the new interest rate on the loan is below the market interest rate for loans of similar risk characteristics. |
• | A restructuring that results in a delay in payment that is insignificant is not a concession. However, the Bank must consider a variety of factors in assessing whether a restructuring resulting in a delay in payment is insignificant. |
At December 31, 2014, and June 30, 2015, the Company had two loans classified as performing TDRs. At June 30, 2015, the terms of both loans are interest only and are paying as agreed. There was no activity in loans classified as TDRs for the six month ended June 30, 2015. A summary of the activity in loans classified as TDRs for the six month period ended June 30, 2015, is as follows:
Balance at 12/31/14 |
New TDR |
Loss or Foreclosure |
Transferred to Held For Sale |
Removed from (Taken to) Non-accrual |
Balance at 6/30/15 |
|||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||
Non-residential real estate |
$ | 3,284 | — | — | — | — | 3,284 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total performing TDR |
$ | 3,284 | — | — | — | — | 3,284 | |||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
A summary of the activity in loans classified as TDRs for the twelve month period ended December 31, 2014, is as follows:
Balance at 12/31/13 |
New TDR |
Loss or Foreclosure |
Transferred to Held For Sale |
Removed from (Taken to) Non-accrual |
Balance at 12/31/14 |
|||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||
One-to-four family mortgages |
$ | — | — | — | — | — | $ | — | ||||||||||||||||
Non-residential real estate |
— | 10,271 | — | (6,987 | ) | — | 3,284 | |||||||||||||||||
Commercial loans |
— | — | — | — | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total performing TDR |
$ | — | 10,271 | — | (6,987 | ) | — | $ | 3,284 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
(6) | REAL ESTATE AND OTHER ASSETS OWNED |
The Company’s real estate and other assets owned represent properties and personal collateral acquired through customer loan defaults. The property is recorded at the lower of cost or fair value less estimated cost to sell and carrying cost at the date acquired. Any difference between the book value and estimated market value is recognized as a charge off through the allowance for loan loss account. Additional real estate owned and other asset losses may be determined on individual properties at specific intervals or at the time of disposal. In general, the Company will obtain a new appraisal on all real estate owned with a book balance in excess of $250,000 on an annual basis. Additional losses are recognized as a non-interest expense.
At June 30, 2015, December 31, 2014, and June 30, 2014, the composition of the Company’s balances in both real estate and assets owned and non-accrual loans are as follows:
June 30, 2015 | December 31, 2014 | June 30, 2014 | ||||||||||
(Dollars in Thousands) | ||||||||||||
One-to-four family mortgages |
$ | 115 | 159 | 356 | ||||||||
Land |
943 | 1,768 | 934 | |||||||||
Non-residential real estate |
737 | — | 200 | |||||||||
|
|
|
|
|
|
|||||||
Total other assets owned |
$ | 1,795 | 1,927 | 1,490 | ||||||||
|
|
|
|
|
|
|||||||
Total non-accrual loans |
$ | 7,056 | 3,175 | 8,735 | ||||||||
|
|
|
|
|
|
|||||||
Total non-performing assets |
$ | 8,851 | 5,102 | 10,225 | ||||||||
|
|
|
|
|
|
|||||||
Non-performing assets / Total assets |
1.01 | % | 0.55 | % | 1.08 | % | ||||||
|
|
|
|
|
|
The following is a summary of the activity in the Company’s real estate and other assets owned for the six month period ending June 30, 2015:
Balance | Activity During 2015 | Reduction | Gain (Loss) | Balance | ||||||||||||||||||||
12/31/2014 | Foreclosures | Proceeds | in Values | on Sale | 6/30/2015 | |||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||
One-to-four family mortgages |
$ | 159 | 105 | (116 | ) | — | (33 | ) | 115 | |||||||||||||||
Land |
1,768 | — | (124 | ) | — | (701 | ) | 943 | ||||||||||||||||
Non-residential real estate |
— | 737 | — | — | — | 737 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 1,927 | 842 | (240 | ) | — | (734 | ) | 1,795 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
The following is a summary of the activity in the Company’s real estate and other assets owned for the year ended December 31, 2014:
Activity During 2014 | ||||||||||||||||||||||||
Balance 12/31/2013 |
Foreclosures | Sales | Reduction in Values |
Gain (Loss) on Sale |
Balance 12/31/2014 |
|||||||||||||||||||
(Dollars in Thousands) | ||||||||||||||||||||||||
One-to-four family mortgages |
$ | 350 | 461 | (667 | ) | (5 | ) | 20 | 159 | |||||||||||||||
Land |
1,124 | 943 | (123 | ) | (157 | ) | (19 | ) | 1,768 | |||||||||||||||
Non-residential real estate |
200 | 175 | (328 | ) | — | (47 | ) | — | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Total |
$ | 1,674 | 1,579 | (1,118 | ) | (162 | ) | (46 | ) | 1,927 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
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(7) | INVESTMENTS IN AFFILIATED COMPANIES |
Investments in affiliated companies accounted for under the equity method consist of 100% of the common stock of HopFed Capital Trust 1 (“Trust”), a wholly-owned statutory business trust. The Trust was formed on September 25, 2003. Summary financial information for the Trust follows (dollars in thousands):
Summary Statements of Financial Condition
At June 30, 2015 |
At December 31, 2014 |
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Assets - investment in subordinated debentures issued by HopFed Bancorp, Inc. |
$ | 10,310 | 10,310 | |||||
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Liabilities |
— | — | ||||||
Stockholder’s equity – trust preferred securities |
10,000 | 10,000 | ||||||
Common stock (100% Owned by HopFed Bancorp, Inc.) |
310 | 310 | ||||||
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Total stockholders’ equity |
$ | 10,310 | 10,310 | |||||
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Summary Statement of Income
Three Month Periods Ended June 30, |
Six Month Period Ended June 30, |
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2015 | 2014 | 2015 | 2014 | |||||||||||||
Income – interest income from subordinated debentures issued by HopFed Bancorp, Inc. |
$ | 89 | 87 | $ | 174 | 173 | ||||||||||
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Net income |
$ | 89 | 87 | $ | 174 | 173 | ||||||||||
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Summary Statement of Stockholders’ Equity
(For the six month period ended June 30, 2015)
Trust Preferred Securities |
Common Stock |
Retained Earnings |
Total Stockholders’ Equity |
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Beginning balances, December 31, 2014 |
$ | 10,000 | 310 | — | 10,310 | |||||||||||
Net income |
— | — | 174 | 174 | ||||||||||||
Dividends: |
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Trust preferred securities |
— | — | (169 | ) | (169 | ) | ||||||||||
Common paid to HopFed Bancorp, Inc. |
— | — | (5 | ) | (5 | ) | ||||||||||
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Ending balances, June 30, 2015 |
$ | 10,000 | 310 | — | 10,310 | |||||||||||
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(8) | FAIR VALUE OF ASSETS AND LIABILITIES |
In September 2006, the FASB issued ASC 820-10, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value. The statement establishes a fair value hierarchy which requires an entity to maximize the use of observable input and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value.
• | Level 1 is for assets and liabilities that management has obtained quoted prices (unadjusted for transaction cost) or identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date. |
• | Level 2 is for assets and liabilities in which significant unobservable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
• | Level 3 is for assets and liabilities in which significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The Company’s $1.8 million trust preferred is the only investment instrument classified as a Level 3 asset. The Company determines the value of the instrument by using the present value of scheduled future cash flows and discount accretion to determine an estimated market value for the security. |
The fair values of securities available for sale are determined by a matrix pricing, which is a mathematical technique that is widely used in the industry to value debt securities without exclusively using quoted prices for the individual securities in the Company’s portfolio but rather by relying on the securities relationship to other benchmark quoted securities. Impaired loans are valued at the net present value of expected payments using the fair value of any assigned collateral. The liability associated with the Company’s derivative is obtained from a quoted value supplied by our correspondent banker. The value of real estate owned is obtained from appraisals completed on properties at the time of acquisition and annually thereafter.
Assets and Liabilities Measured on a Recurring Basis
The assets and liabilities measured at fair value on a recurring basis at June 30, 2015, are summarized below:
June 30, 2015 Description |
Total carrying value in the consolidated balance sheet at June 30, 2015 |
Quoted Prices In Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
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Assets | ||||||||||||||||
Available for sale securities |
$ | 247,673 | 2,010 | 243,860 | 1,803 | |||||||||||
Liabilities | ||||||||||||||||
Interest rate swap |
$ | 198 | — | 198 | — |
The assets and liabilities measured at fair value on a recurring basis at December 31, 2014, are summarized below
December 31, 2014 Description |
Total carrying value in the consolidated balance sheet at December 31, 2014 |
Quoted Prices In Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
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Assets | ||||||||||||||||
Available for sale securities |
$ | 303,628 | — | 302,139 | 1,489 | |||||||||||
Liabilities | ||||||||||||||||
Interest rate swap |
$ | 390 | — | 390 | — |
The assets and liabilities measured at fair value on a non-recurring basis are summarized below for June 30, 2015:
June 30, 2015 Description |
Total carrying value in the consolidated balance sheet at 6/ 30/ 2015 |
Quoted Prices In Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
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(Dollars in Thousands) | ||||||||||||||||
Assets | ||||||||||||||||
Other real estate and other assets owned |
$ | 1,795 | — | — | $ | 1,795 | ||||||||||
Impaired loans, net of reserve of $746 |
$ | 1,828 | — | — | $ | 1,828 |
The assets and liabilities measured at fair value on a non-recurring basis are summarized below for December 31, 2014:
December 31, 2014 Description |
Total carrying value in the consolidated balance sheet at 12/31/2014 |
Quoted Prices In Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Unobservable Inputs (Level 3) |
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Assets | ||||||||||||||||
Other real estate and other assets owned |
$ | 1,927 | — | — | $ | 1,927 | ||||||||||
Impaired loans, net of reserve of $1,514 |
$ | 3,869 | — | — | $ | 3,869 |
The table below includes a roll-forward of the consolidated condensed statement of financial condition items for the six month periods ended June 30, 2015, and June 30, 2014, (including the change in fair value) for assets and liabilities classified by HopFed Bancorp, Inc. within level 3 of the valuation hierarchy for assets and liabilities measured at fair value on a recurring basis. When a determination is made to classify an asset or liability within level 3 of the valuation hierarchy, the determination is based upon the significance of the unobservable factors to the overall fair value measurement. However, since level 3 assets and liabilities typically include, in addition to the unobservable or level 3 components, observable components (that is components that are actively quoted and can be validated to external sources), the gains and losses in the table below include changes in fair value due in part to observable factors that are part of the valuation methodology.
2015 | 2014 | |||||||||||||||
Six month period ended June 30, |
Other Assets | Other Liabilities | Other Assets | Other Liabilities | ||||||||||||
(Dollars in Thousands) |
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Fair value, January 1, |
$ | 1,489 | — | 1,489 | — | |||||||||||
Change in unrealized losses included in other comprehensive income for assets and liabilities still held at June 30, |
306 | — | — | — | ||||||||||||
Accretion of previous discounted amounts |
8 | |||||||||||||||
Purchases, issuances and settlements, net |
— | — | — | — | ||||||||||||
Transfers in and/or out of Level 3 |
— | — | — | — | ||||||||||||
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Fair value, June 30, |
$ | 1,803 | — | 1,489 | — | |||||||||||
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The estimated fair values of financial instruments were as follows at June 30, 2015:
Carrying Amount |
Estimated Fair Value |
Quoted Prices In Active Markets for Identical Assets Level 1 |
Using Significant Other Observable Inputs Level 2 |
Significant Unobservable Inputs Level 3 |
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Financial Assets: |
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Cash and due from banks |
$ | 16,538 | 16,538 | 16,538 | — | — | ||||||||||||||
Interest-earning deposits |
3,145 | 3,145 | 3,145 | — | — | |||||||||||||||
Securities available for sale |
247,673 | 247,673 | 2,010 | 243,860 | 1,803 | |||||||||||||||
Federal Home Loan Bank stock |
4,428 | 4,428 | — | 4,428 | — | |||||||||||||||
Loans held for sale |
2,470 | 2,470 | — | 2,470 | — | |||||||||||||||
Loans receivable |
554,806 | 554,193 | — | — | 554,193 | |||||||||||||||
Accrued interest receivable |
3,873 | 3,873 | — | 3,873 | — | |||||||||||||||
Financial liabilities: |
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Deposits |
717,519 | 700,283 | — | 700,283 | — | |||||||||||||||
Advances from borrowers for taxes and insurance |
792 | 792 | — | 792 | — | |||||||||||||||
Advances from Federal Home Loan Bank |
9,000 | 9,136 | — | 9,136 | — | |||||||||||||||
Repurchase agreements |
48,224 | 48,485 | — | 48,485 | — | |||||||||||||||
Subordinated debentures |
10,310 | 10,099 | — | — | 10,099 | |||||||||||||||
Off-balance-sheet liabilities: |
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Market value of interest rate swap |
198 | 198 | — | 198 | — |
The estimated fair values of financial instruments were as follows at December 31, 2014:
Carrying Amount |
Estimated Fair Value |
Quoted Prices In Active Markets for Identical Assets Level 1 |
Using Significant Other Observable Inputs Level 2 |
Significant Unobservable Inputs Level 3 |
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Financial Assets: |
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Cash and due from banks |
$ | 34,389 | 34,389 | 34,389 | — | — | ||||||||||||||
Interest-earning deposits |
6,050 | 6,050 | 6,050 | — | — | |||||||||||||||
Securities available for sale |
303,628 | 303,628 | — | 302,139 | 1,489 | |||||||||||||||
Federal Home Loan Bank stock |
4,428 | 4,428 | — | 4,428 | — | |||||||||||||||
Loans held for sale |
1,444 | 1,444 | — | 1,444 | — | |||||||||||||||
Loans receivable |
539,264 | 537,493 | — | — | 537,493 | |||||||||||||||
Accrued interest receivable |
4,576 | 4,576 | — | 4,576 | — | |||||||||||||||
Financial liabilities: |
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Deposits |
731,308 | 714,750 | — | 714,750 | — | |||||||||||||||
Advances from borrowers for taxes and insurance |
513 | 513 | — | 513 | — | |||||||||||||||
Advances from Federal Home Loan Bank |
34,000 | 34,217 | — | 34,217 | — | |||||||||||||||
Repurchase agreements |
57,358 | 57,688 | — | 57,688 | — | |||||||||||||||
Subordinated debentures |
10,310 | 10,099 | — | — | 10,099 | |||||||||||||||
Off-balance-sheet liabilities: |
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Market value of interest rate swap |
390 | 390 | — | 390 | — |
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(9) | DERIVATIVE INSTRUMENTS |
Under guidelines of Financial Accounting Standards Board (“FASB”) ASC 815, Derivative Instruments and Hedging Activities, as amended, all derivative instruments are required to be carried at fair value on the consolidated statement of financial position. ASC 815 provides special hedge accounting provisions, which permit the change in fair value of the hedge item related to the risk being hedged to be recognized in earnings in the same period and in the same income statement line as the change in the fair value of the derivative.
A derivative instrument designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges under ASC 815. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Cash value hedges are accounted for by recording the fair value of the derivative instrument and the fair value related to the risk being hedged of the hedged asset or liability on the consolidated statement of financial position with corresponding offsets recorded in the consolidated statement of financial position.
The adjustment to the hedged asset or liability is included in the basis of the hedged item, while the fair value of the derivative is recorded as a freestanding asset or liability. Actual cash receipts or payments and related amounts accrued during the period on derivatives included in a fair value hedge relationship are recorded as adjustments to the income or expense recorded on the hedged asset or liability.
Under both the fair value and cash flow hedge methods, derivative gains and losses not effective in hedging the change in fair value or expected cash flows of the hedged item are recognized immediately in the income statement. At the hedge’s inception and at least quarterly thereafter, a formal assessment is performed to determine whether changes in the fair values or cash flows of the derivative instrument has been highly effective in offsetting changes in the fair values or cash flows of the hedged items and whether they are expected to be highly effective in the future. If it is determined a derivative instrument has not been, or will not continue to be highly effective as a hedge, hedged accounting is discontinued. ASC 815 basis adjustments recorded on hedged assets and liabilities are amortized over the remaining life of the hedged item beginning no later than when hedge accounting ceases. There were no fair value hedging gains or losses, as a result of hedge ineffectiveness, recognized for the six month period ended June 30, 2015, or the year ended December 31, 2014.
In October of 2008, the Bank entered into an interest rate swap agreement for a term of seven years and an amount of $10.0 million. The Bank will pay a fixed rate of 7.27% for seven years and receive an amount equal to the three-month London Interbank Lending Rate (LIBOR) plus 3.10%. The interest rate swap is classified as a cash flow hedge by the Bank and will be tested quarterly for effectiveness. At June 30, 2015, and December 31, 2014, the cost of the Bank to terminate the cash flow hedge was approximately $198,000 and $390,000, respectively. The interest rate swap agreement expires October 8, 2015.
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(10) | EFFECT OF NEW ACCOUNTING PRONOUNCEMENTS |
In January 2014, the FASB issued ASU No. 2014-04, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. These amendments are intended to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. The amendments clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (1) the creditor obtaining legal title to the residential real estate property upon completion of residential foreclosure, or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additional disclosures about such activities are required by these amendments. The amendments in this ASU become effective for public companies for annual periods and interim periods within those annual periods beginning after December 15, 2014, and early adoption is permitted. The adoption of ASU 2014-04 did not have a material impact on the Company’s financial position or results of operations.
On June 12, 2014, the FASB issued ASU 2014-11, which makes limited amendments to the guidance in ASC 860 on accounting for certain repurchase agreements (“repos”). ASU 2014-11 requires entities to account for repurchase-to-maturity transactions as secured borrowings (rather than as sales with forward repurchase agreements), (2) eliminates accounting guidance on linked repurchase financing transactions, and (3) expands disclosure requirements related to certain transfers of financial assets that are accounted for as sales and certain transfers (specifically, repos, securities lending transactions, and repurchase-to-maturity transactions) accounted for as secured borrowings. ASU 2014-11 also amends ASC 860 to clarify that repos and securities lending transactions that do not meet all of the de-recognition criteria in ASC 860-10-40-5 should be accounted for as secured borrowings. In addition, the ASU provides examples of repurchase and securities lending arrangements that illustrate whether a transferor has maintained effective control over the transferred financial assets. For public business entities, the accounting changes are effective for the first interim or annual period beginning after December 15, 2014. The adoption of ASU 2014-11 did not have a material impact on the Company’s financial position or results of operations.
ASU 2014-1, which amends FASB ASC Topic 323, Investments – Equity Method and Joint Ventures. The ASU impacts the Company’s accounting for investments in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments in the update permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received. The entity recognizes the net investment performance in the income statement as a component of income tax expense. The Company has chosen to continue to utilize the equity method for reporting under this topic. For public business entities, the accounting changes are effective for annual periods and interim reporting periods beginning after December 15, 2014. The adoption of ASU 2014-01 did not have a material impact on the Company’s financial position or results of operations.
ASU No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation - Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. However, compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest.
The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The Company adopted ASU No. 2014-12 effective January 1, 2015. Entities may apply the amendments in this ASU either: (1) prospectively to all awards granted or modified after the effective date; or (2) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. As of March 31, 2015, the Company did not have any share-based payment awards that included performance targets that could be achieved after the requisite service period. As such, the adoption of ASU No. 2014-12 did not have a material impact on the Company’s Consolidated Financial Statements.
ASU 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) – Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items, which, among other things, required an entity to segregate extraordinary items considered to be unusual and infrequent from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. ASU 2015-01 is effective for the Corporation beginning January 1, 2016, though early adoption is permitted. ASU 2015-01 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations.
ASU No. 2015-02, “Amendments to the Consolidation Analysis.” This ASU affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments: (1) Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities; (2) Eliminate the presumption that a general partner should consolidate a limited partnership; (3) Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. ASU No. 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015. The Company is currently evaluating the provisions of ASU No. 2015-02 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements. In May 2014, the FASB issued new guidance related to Revenue from Contracts with Customers. This guidance supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Accounting Standards Codification. The guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016; however, the FASB has proposed a one year deferral of the effective date. The Company is currently evaluating this guidance to determine the impact on its consolidated financial statements.
Effective January 1, 2015, the Company adopted new guidance related to Receivables. The new guidance requires that a government guaranteed mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met. The adoption of this guidance was not material to the consolidated financial statements.
Other accounting standards that have been issued or proposed by the FASB or other standards-setting bodies are not expected to have a material impact on the Company’s financial position, results of operations or cash flows.
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(11) | INCOME TAXES |
The Company and its subsidiaries file consolidated federal income tax returns and Tennessee excise tax returns. The Company and its non-bank subsidiaries filed consolidated Kentucky income tax returns. The Bank is exempt from Kentucky corporate income tax. The Company has no unrecognized tax benefits and has accrued any interest or penalties for uncertain tax positions. The effective tax rate differs from the statutory federal rate of 34% and Tennessee excise rate of 6.50% due to investments in qualified municipal securities; bank owned life insurance, income apportioned to Kentucky and certain non-deductible expenses.
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(12) | OTHER ASSETS |
The Company has invested in two flow-through limited liability entities that manage and invest in affordable housing projects that qualify for historic, low-income and elderly housing tax credits. At June 30, 2015, the Company’s total investment in each entity was $422,000 and $1.0 million, respectively. The Company has no future capital commitments to either entity. The amounts recognized in net income for these investments for the three and six month periods below include:
For the three months ended | For the six months ended | |||||||||||||||
June 30, | June 30, | |||||||||||||||
2015 | 2014 | 2015 | 2014 | |||||||||||||
Investment loss included in pre-tax income |
$ | 55 | 51 | $ | 110 | 102 | ||||||||||
Tax credits recognized in provision for income taxes |
$ | 24 | 20 | $ | 48 | 40 |
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(13) | ESOP PLAN |
All Company employees participate in the 2015 HopFed Bancorp, Inc. Employee Stock Ownership Plan (ESOP). The ESOP purchased 600,000 shares of the Company’s common stock from the Company on March 2, 2015, at $13.14 per share. The ESOP borrowed $7.9 million from the Company for the purchase of the stock, using the 600,000 shares of common stock as collateral. The Company makes discretionary contributions to the ESOP. The ESOP utilizes these contributions along with the dividends on the 600,000 held by the ESOP to repay the loan from the Company. When loan payments are made, ESOP shares are released based on reduction in the principal balance of the loan.
The shares are allocated to participants based on relative compensation. Employees who are not employed at the December 31st of each year are not eligible for participation in the ESOP. The Company anticipates that loan payments will be made at the end of each year. Participants receive shares at the end of employment. The Company has the option to repurchase the shares or to provide the shares directly to the employee.
At June 30, 2015, the ESOP has not made a loan payment to the Company. At June 30, 2015, the Company has an accrued ESOP contribution liability of approximately $437,000. At June 30, 2015, the Company has calculated that our current accrual would be sufficient to release 29,170 shares of ESOP shares to participants. At June 30, 2015, shares held by the ESOP were as follows:
Accrued to allocate to Participants |
29,170 | |||
Unearned ESOP shares |
570,830 | |||
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Total ESOP shares |
600,000 | |||
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Fair value of unearned shares |
$ | 6,450,375 | ||
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On a periodic basis, the Bank may modify the terms of certain loans. In evaluating whether a restructuring constitutes a troubled debt restructuring (TDR), Financial Accounting Standards Board has issued Accounting Standards Update 310 (ASU 310), A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring. In evaluating whether a restructuring constitutes a TDR, the Bank must separately conclude that both of the following exist:
• | The restructuring constitutes a concession |
• | The debtor is experiencing financial difficulties |
ASU 310 provides the following guidance for the Bank’s evaluation of whether it has granted a concession as follows:
• | If a debtor does not otherwise have access to funds at a market interest rate for debt with similar risk characteristics as the restructured debt, the restructured debt would be considered a below market rate, which may indicate that the Bank may have granted a concession. In that circumstance, the Bank should consider all aspects of the restructuring in determining whether it has granted a concession, the creditor must make a separate assessment about whether the debtor is experiencing financial difficulties to determine whether the restructuring constitutes a TDR. |
• | A temporary or permanent increase in the interest rate on a loan as a result of a restructuring does not eliminate the possibility of the restructuring from being considered a concession if the new interest rate on the loan is below the market interest rate for loans of similar risk characteristics. |
• | A restructuring that results in a delay in payment that is insignificant is not a concession. However, the Bank must consider a variety of factors in assessing whether a restructuring resulting in a delay in payment is insignificant. |
In September 2006, the FASB issued ASC 820-10, Fair Value Measurements. This Statement defines fair value, establishes a framework for measuring fair value and expands disclosure about fair value. The statement establishes a fair value hierarchy which requires an entity to maximize the use of observable input and minimize the use of unobservable inputs when measuring fair value. The standard describes three levels of inputs that may be used to measure fair value.
• | Level 1 is for assets and liabilities that management has obtained quoted prices (unadjusted for transaction cost) or identical assets or liabilities in active markets that the Company has the ability to access as of the measurement date. |
• | Level 2 is for assets and liabilities in which significant unobservable inputs other than Level 1 prices such as quoted prices for similar assets and liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data. |
• | Level 3 is for assets and liabilities in which significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability. The Company’s $1.8 million trust preferred is the only investment instrument classified as a Level 3 asset. The Company determines the value of the instrument by using the present value of scheduled future cash flows and discount accretion to determine an estimated market value for the security. |
The fair values of securities available for sale are determined by a matrix pricing, which is a mathematical technique that is widely used in the industry to value debt securities without exclusively using quoted prices for the individual securities in the Company’s portfolio but rather by relying on the securities relationship to other benchmark quoted securities. Impaired loans are valued at the net present value of expected payments using the fair value of any assigned collateral. The liability associated with the Company’s derivative is obtained from a quoted value supplied by our correspondent banker. The value of real estate owned is obtained from appraisals completed on properties at the time of acquisition and annually thereafter.
Under guidelines of Financial Accounting Standards Board (“FASB”) ASC 815, Derivative Instruments and Hedging Activities, as amended, all derivative instruments are required to be carried at fair value on the consolidated statement of financial position. ASC 815 provides special hedge accounting provisions, which permit the change in fair value of the hedge item related to the risk being hedged to be recognized in earnings in the same period and in the same income statement line as the change in the fair value of the derivative.
A derivative instrument designated in a hedge relationship to mitigate exposure to changes in the fair value of an asset, liability or firm commitment attributable to a particular risk, such as interest rate risk, are considered fair value hedges under ASC 815. Derivative instruments designated in a hedge relationship to mitigate exposure to variability in expected future cash flows, or other types of forecasted transactions, are considered cash flow hedges. Cash value hedges are accounted for by recording the fair value of the derivative instrument and the fair value related to the risk being hedged of the hedged asset or liability on the consolidated statement of financial position with corresponding offsets recorded in the consolidated statement of financial position.
The adjustment to the hedged asset or liability is included in the basis of the hedged item, while the fair value of the derivative is recorded as a freestanding asset or liability. Actual cash receipts or payments and related amounts accrued during the period on derivatives included in a fair value hedge relationship are recorded as adjustments to the income or expense recorded on the hedged asset or liability.
Under both the fair value and cash flow hedge methods, derivative gains and losses not effective in hedging the change in fair value or expected cash flows of the hedged item are recognized immediately in the income statement. At the hedge’s inception and at least quarterly thereafter, a formal assessment is performed to determine whether changes in the fair values or cash flows of the derivative instrument has been highly effective in offsetting changes in the fair values or cash flows of the hedged items and whether they are expected to be highly effective in the future. If it is determined a derivative instrument has not been, or will not continue to be highly effective as a hedge, hedged accounting is discontinued. ASC 815 basis adjustments recorded on hedged assets and liabilities are amortized over the remaining life of the hedged item beginning no later than when hedge accounting ceases. There were no fair value hedging gains or losses, as a result of hedge ineffectiveness, recognized for the six month period ended June 30, 2015, or the year ended December 31, 2014.
In October of 2008, the Bank entered into an interest rate swap agreement for a term of seven years and an amount of $10.0 million. The Bank will pay a fixed rate of 7.27% for seven years and receive an amount equal to the three-month London Interbank Lending Rate (LIBOR) plus 3.10%. The interest rate swap is classified as a cash flow hedge by the Bank and will be tested quarterly for effectiveness. At June 30, 2015, and December 31, 2014, the cost of the Bank to terminate the cash flow hedge was approximately $198,000 and $390,000, respectively. The interest rate swap agreement expires October 8, 2015.
In January 2014, the FASB issued ASU No. 2014-04, Receivables-Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. These amendments are intended to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. The amendments clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (1) the creditor obtaining legal title to the residential real estate property upon completion of residential foreclosure, or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additional disclosures about such activities are required by these amendments. The amendments in this ASU become effective for public companies for annual periods and interim periods within those annual periods beginning after December 15, 2014, and early adoption is permitted. The adoption of ASU 2014-04 did not have a material impact on the Company’s financial position or results of operations.
On June 12, 2014, the FASB issued ASU 2014-11, which makes limited amendments to the guidance in ASC 860 on accounting for certain repurchase agreements (“repos”). ASU 2014-11 requires entities to account for repurchase-to-maturity transactions as secured borrowings (rather than as sales with forward repurchase agreements), (2) eliminates accounting guidance on linked repurchase financing transactions, and (3) expands disclosure requirements related to certain transfers of financial assets that are accounted for as sales and certain transfers (specifically, repos, securities lending transactions, and repurchase-to-maturity transactions) accounted for as secured borrowings. ASU 2014-11 also amends ASC 860 to clarify that repos and securities lending transactions that do not meet all of the de-recognition criteria in ASC 860-10-40-5 should be accounted for as secured borrowings. In addition, the ASU provides examples of repurchase and securities lending arrangements that illustrate whether a transferor has maintained effective control over the transferred financial assets. For public business entities, the accounting changes are effective for the first interim or annual period beginning after December 15, 2014. The adoption of ASU 2014-11 did not have a material impact on the Company’s financial position or results of operations.
ASU 2014-1, which amends FASB ASC Topic 323, Investments – Equity Method and Joint Ventures. The ASU impacts the Company’s accounting for investments in flow-through limited liability entities that manage or invest in affordable housing projects that qualify for the low-income housing tax credit. The amendments in the update permit reporting entities to make an accounting policy election to account for their investments in qualified affordable housing projects using the proportional amortization method if certain conditions are met. Under the proportional amortization method, an entity amortizes the initial cost of the investment in proportion to the tax credits and other tax benefits received. The entity recognizes the net investment performance in the income statement as a component of income tax expense. The Company has chosen to continue to utilize the equity method for reporting under this topic. For public business entities, the accounting changes are effective for annual periods and interim reporting periods beginning after December 15, 2014. The adoption of ASU 2014-01 did not have a material impact on the Company’s financial position or results of operations.
ASU No. 2014-12, “Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved after the Requisite Service Period.” The amendments in the ASU require that a performance target that affects vesting and that could be achieved after the requisite service period is treated as a performance condition. A reporting entity should apply existing guidance in Topic 718, Compensation - Stock Compensation, as it relates to awards with performance conditions that affect vesting to account for such awards. The performance target should not be reflected in estimating the grant-date fair value of the award. However, compensation cost should be recognized in the period in which it becomes probable that the performance target will be achieved and should represent the compensation cost attributable to the period(s) for which the requisite service has already been rendered. If the performance target becomes probable of being achieved before the end of the requisite service period, the remaining unrecognized compensation cost should be recognized prospectively over the remaining requisite service period. The total amount of compensation cost recognized during and after the requisite service period should reflect the number of awards that are expected to vest and should be adjusted to reflect those awards that ultimately vest.
The requisite service period ends when the employee can cease rendering service and still be eligible to vest in the award if the performance target is achieved. The Company adopted ASU No. 2014-12 effective January 1, 2015. Entities may apply the amendments in this ASU either: (1) prospectively to all awards granted or modified after the effective date; or (2) retrospectively to all awards with performance targets that are outstanding as of the beginning of the earliest annual period presented in the financial statements and to all new or modified awards thereafter. As of March 31, 2015, the Company did not have any share-based payment awards that included performance targets that could be achieved after the requisite service period. As such, the adoption of ASU No. 2014-12 did not have a material impact on the Company’s Consolidated Financial Statements.
ASU 2015-01, “Income Statement - Extraordinary and Unusual Items (Subtopic 225-20) – Simplifying Income Statement Presentation by Eliminating the Concept of Extraordinary Items.” ASU 2015-01 eliminates from U.S. GAAP the concept of extraordinary items, which, among other things, required an entity to segregate extraordinary items considered to be unusual and infrequent from the results of ordinary operations and show the item separately in the income statement, net of tax, after income from continuing operations. ASU 2015-01 is effective for the Corporation beginning January 1, 2016, though early adoption is permitted. ASU 2015-01 is not expected to have a significant impact on the Company’s consolidated financial position or results of operations.
ASU No. 2015-02, “Amendments to the Consolidation Analysis.” This ASU affects reporting entities that are required to evaluate whether they should consolidate certain legal entities. Specifically, the amendments: (1) Modify the evaluation of whether limited partnerships and similar legal entities are variable interest entities (“VIEs”) or voting interest entities; (2) Eliminate the presumption that a general partner should consolidate a limited partnership; (3) Affect the consolidation analysis of reporting entities that are involved with VIEs, particularly those that have fee arrangements and related party relationships; and (4) Provide a scope exception from consolidation guidance for reporting entities with interests in legal entities that are required to comply with or operate in accordance with requirements that are similar to those in Rule 2a-7 of the Investment Company Act of 1940 for registered money market funds. ASU No. 2015-02 is effective for interim and annual reporting periods beginning after December 15, 2015. The Company is currently evaluating the provisions of ASU No. 2015-02 to determine the potential impact the new standard will have on the Company’s Consolidated Financial Statements. In May 2014, the FASB issued new guidance related to Revenue from Contracts with Customers. This guidance supersedes the revenue recognition requirements in Accounting Standards Codification Topic 605, Revenue Recognition, and most industry-specific guidance throughout the Accounting Standards Codification. The guidance requires an entity to recognize revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the company expects to be entitled in exchange for those goods or services. This guidance is effective for interim and annual reporting periods beginning after December 15, 2016; however, the FASB has proposed a one year deferral of the effective date. The Company is currently evaluating this guidance to determine the impact on its consolidated financial statements.
Effective January 1, 2015, the Company adopted new guidance related to Receivables. The new guidance requires that a government guaranteed mortgage loan be derecognized and that a separate other receivable be recognized upon foreclosure if certain conditions are met. The adoption of this guidance was not material to the consolidated financial statements.
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The table below provides a detail of the Company’s future compensation expense related to restricted stock vesting at June 30, 2015:
Year Ending December 31, |
Future Expense |
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2015 |
$ | 89,875 | ||
2016 |
135,283 | |||
2017 |
48,459 | |||
2018 |
5,630 | |||
2019 |
725 | |||
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Total |
$ | 279,972 | ||
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The carrying amount of securities and their estimated fair values at June 30, 2015, were as follows:
June 30, 2015 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
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(Dollars in Thousands) | ||||||||||||||||
Restricted: |
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FHLB stock |
$ | 4,428 | — | — | 4,428 | |||||||||||
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Available for sale |
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U.S. Treasury securities |
$ | 2,001 | 10 | — | 2,011 | |||||||||||
Agency debt securities |
92,585 | 1,971 | (539 | ) | 94,017 | |||||||||||
Taxable municipal bonds |
8,428 | 150 | (78 | ) | 8,500 | |||||||||||
Tax free municipal bonds |
49,143 | 2,511 | (202 | ) | 51,452 | |||||||||||
Trust preferred securities |
1,608 | 195 | — | 1,803 | ||||||||||||
Mortgage-backed securities: |
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GNMA |
21,874 | 252 | (124 | ) | 22,002 | |||||||||||
FNMA |
32,733 | 423 | (112 | ) | 33,044 | |||||||||||
FHLMC |
5,657 | 30 | (34 | ) | 5,653 | |||||||||||
SLMA CMO |
3,806 | — | (23 | ) | 3,783 | |||||||||||
AGENCY CMO |
25,316 | 186 | (94 | ) | 25,408 | |||||||||||
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$ | 243,151 | 5,728 | (1,206 | ) | 247,673 | |||||||||||
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The carrying amount of securities and their estimated fair values at December 31, 2014, was as follows:
December 31, 2014 | ||||||||||||||||
Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Estimated Fair Value |
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(Dollars in Thousands) | ||||||||||||||||
Restricted: |
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FHLB stock |
$ | 4,428 | — | — | 4,428 | |||||||||||
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Available for sale |
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U.S. Treasury securities |
$ | 3,977 | 3 |