10-Q 1 dlno20140930_10q.htm FORM 10-Q dlno20140930_10q.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

____________

FORM 10-Q

(Mark One)

 

QUARTERLY REPORT UNDER SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the quarterly period ended September 30, 2014

OR

 

TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE EXCHANGE ACT

 

For the transition period from ________________________ to _______________________

 

Commission file number: 0-55087   

 

 

DELANCO BANCORP, INC.

(Exact name of small business issuer as specified in its charter)

 

New Jersey

  (State or other jurisdiction of incorporation

or organization)

80-0943940 

(I.R.S. Employer Identification No.)

 

615 Burlington Avenue, Delanco, New Jersey 08075

(Address of principal executive offices)

(856) 461-0611

(Issuer’s telephone number)

Not Applicable

(Former name, former address and former fiscal year, if changed since last report)

 

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

Yes ☒                  No ☐

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).

Yes ☒                  No ☐

 

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “accelerated filer,” “large accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer

 [   ]

 Accelerated filer

 [   ]

Non-accelerated filer

 [   ]

 Smaller reporting company

 [X]

(Do not check if a smaller reporting company)

 

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

No ☒

 

As of November 12, 2014 there were 945,425 shares of the registrant’s common stock outstanding.

 

 
 

 

 

DELANCO BANCORP, INC.

 

FORM 10-Q

 

Index

   

Page No.

PART I. FINANCIAL INFORMATION

     

Item 1.

Consolidated Statements of Financial Condition at September 30, 2014 (Unaudited) and March 31, 2014

2

     
 

Consolidated Statements of Income for the Three and Six Months Ended September 30, 2014 and 2013 (Unaudited)

3

     
 

Consolidated Statements of Comprehensive Income (Loss) for the Six Months Ended September 30, 2014 (Unaudited)

4

     
 

Consolidated Statements of Changes in Stockholders’ Equity for the Six Months Ended September 30, 2014 (Unaudited)

5

     
 

Consolidated Statements of Cash Flows for the Six Months Ended September 30, 2014 and 2013 (Unaudited) 

6

     
 

Notes to Unaudited Consolidated Financial Statements

8

     

Item 2.

Management’s Discussion and Analysis of Financial Condition and Results of Operations

28
     

Item 3.

Quantitative and Qualitative Disclosures About Market Risk

31
     

Item 4.

Controls and Procedures

31
     

Part II. OTHER INFORMATION

     

Item 1.

Legal Proceedings

31
     

Item 1A.

Risk Factors

31
     

Item 2.

Unregistered Sales of Equity Securities and Use of Proceeds

32
     

Item 3.

Defaults upon Senior Securities

32
     

Item 4.

Mine Safety Disclosures

32
     

Item 5.

Other Information

32
     

Item 6.

Exhibits

32
     

Signatures

33

  

 
1

 

 

Part I. Financial Information

Item 1. Financial Statements

 

DELANCO BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Financial Condition

 

   

September 30,

2014

   

March 31,

2014

 
   

(unaudited)

         

ASSETS

               

Cash and cash equivalents

               

Cash and amounts due from depository institutions

  $ 615,824     $ 505,735  

Interest-bearing deposits with depository institutions

    4,596,676       2,826,904  

Total cash and cash equivalents

    5,212,500       3,332,639  

Investment securities:

               

Securities available-for-sale (amortized cost of $2,172,400 and $2,185,959 at September 30, 2014 and March 31, 2014, respectively)

    2,040,205       1,973,370  

Securities held-to-maturity (fair value $24,906,258 and $25,410,461 at September 30, 2014 and March 31, 2014, respectively)

    25,719,743       26,975,907  

Total investment securities

    27,759,948       28,949,277  

Loans, net of allowance for loan losses of $1,228,399 at September 30, 2014 , $1,448,298 at March 31, 2014

    80,704,832       83,539,442  

Accrued interest receivable

    447,615       462,284  

Real estate owned

    3,412,600       1,949,825  

Federal Home Loan Bank, at cost

    261,300       271,300  

Premises and equipment, net

    6,589,786       6,668,552  

Deferred income tax, net

    1,867,700       1,722,601  

Bank-owned life insurance

    164,666       165,197  

Other assets

    299,304       335,245  

Total assets

  $ 126,720,251     $ 127,396,362  
                 

LIABILITIES

               

Deposits

               

Non-interest bearing

  $ 8,144,524     $ 7,852,030  

Interest bearing

    100,908,688       102,772,669  

Total deposits

    109,053,212       110,624,699  

Advances from Federal Home Loan bank

    3,000,000       2,000,000  

Accrued interest payable

    5,773       6,556  

Advance payments by borrowers for taxes and insurance

    344,830       328,815  

Other liabilities

    675,730       684,289  

Total liabilities

  $ 113,079,545     $ 113,644,359  
                 

COMMITMENTS AND CONTINGENCIES

               
                 

STOCKHOLDERS’ EQUITY

               

Preferred stock, $.01 par value, 5,000,000 shares authorized at September 30, 2014 and March 31, 2014, no shares issued

               

Common stock, $.01 par value, 20,000,000 shares authorized at September 30, 2014 and March 31, 2014, 945,425 shares issued and outstanding at September 30, 2014 and March 31, 2014,

  $ 9,454     $ 9,454  

Additional paid-in capital

    9,972,504       9,956,750  

Retained earnings, substantially restricted

    4,394,090       4,569,378  

Unearned common stock held by employee stock ownership plan

    (592,168 )     (592,168 )

Accumulated other comprehensive (loss)

    (143,174 )     (191,411 )

Total stockholder’s equity

    13,640,706       13,752,003  

Total liabilities and stockholders’ equity

  $ 126,720,251     $ 127,396,362  

 

See Notes to the Unaudited Consolidated Financial Statements.

 

 
2

 

 

DELANCO BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Income

(Unaudited)

 

   

Three Months Ended

September 30,

   

Six Months Ended

September 30,

 
   

2014

   

2013

   

2014

   

2013

 

INTEREST INCOME

                               

Loans

  $ 926,137     $ 994,378     $ 1,865,942     $ 2,040,804  

Investment securities

    180,238       177,363       361,130       336,706  

Total interest income

    1,106,375       1,171,741       2,227,072       2,377,510  
                                 

INTEREST EXPENSE

                               

Interest-bearing checking accounts

    10,205       10,394       20,046       20,484  

Passbook and money market accounts

    26,212       33,069       52,261       65,931  

Certificates of deposits

    110,591       147,425       223,355       309,002  

Federal Home Loan Bank Advances

    4,964    

      9,322    

 

Total interest expense

    151,972       190,888       304,984       395,417  
                                 

Net interest income

    954,403       980,853       1,922,088       1,982,093  

Provision for loan losses

    300,000       116,500       375,000       206,500  

Net interest income after provision for loan losses

    654,403       864,353       1,547,088       1,775,593  
                                 

NON-INTEREST INCOME

                               

Increase in cash surrender value of bank-owned life insurance

       

            5,809  

Loss on sale of real estate owned

          (51,585 )           (85,681 )

Service charges

    39,715       37,847       74,916       72,882  

Rental income

    25,633       36,271       51,769       74,549  

Other

    5,838       5,083       8,833       9,324  

Total non-interest income

    71,186       27,616       135,518       76,883  
                                 

NON-INTEREST EXPENSE

                               

Salaries and employee benefits

    420,245       374,750       841,894       769,894  

Advertising

    6,021       5,800       10,510       11,712  

Office supplies, telephone and postage

    35,727       18,831       59,225       34,527  

Loan expenses

    32,910       41,076       102,811       103,624  

Occupancy expense

    156,359       159,489       303,516       310,596  

Federal insurance premiums

    42,687       53,349       85,786       106,796  

Real estate owned loss reserve

    78,302       77,500       78,302       77,500  

Data processing expenses

    55,748       57,217       110,732       113,339  

ATM expenses

    10,258       8,194       17,282       15,111  

Bank charges and fees

    17,138       16,580       34,862       33,614  

Insurance and surety bond premiums

    27,854       20,845       47,111       42,227  

Dues and subscriptions

    7,474       6,476       13,695       11,064  

Professional fees

    80,049       58,432       159,006       127,969  

Real Estate Owned expense, net

    63,197       28,400       109,252       68,527  

Other

    29,219       26,153       58,168       47,589  

Total non-interest expense

    1,063,188       953,092       2,032,152       1,874,089  
                                 

LOSS BEFORE INCOME TAX EXPENSE

    (337,599 )     (61,123 )     (349,546 )     (21,613 )
                                 

Income tax (benefit)

    (159,995 )     (18,185 )     (174,258 )     (12,385 )
                                 

NET LOSS

    (177,604 )     (42,938 )     (175,288 )     (9,228 )

LOSS PER COMMON SHARE

  $ (0.19   $ (0.05 )   $ (0.19   $  

 

See Notes to the Unaudited Consolidated Financial Statements.

 

 
3

 

 

DELANCO BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Comprehensive Income (Loss)

(Unaudited)

 

 

Six months Ended 

   

 

September 30,

2014

   

 

September 30,

2013

 
                 

Net loss

  $ (175,288 )   $ (9,228 )
                 

Other comprehensive loss net of tax:

               
                 

Postretirement benefit plan adjustment, net of deferred tax expense (benefit) of $(3,240) for six months ended

          (4,860 )
                 

Unrealized gain (loss) on investment securities available for sale, net of deferred tax (benefit) of $32,158 and $(87,460) for the six months ended

    48,237       (131,189 )

Other comprehensive income (loss)

    48,237       (136,049 )

Total Comprehensive (loss)

  $ (127,051 )   $ (145,277 )

 

See Notes to the Unaudited Consolidated Financial Statements

 

 
4

 

 

DELANCO BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Changes in Stockholders’ Equity

(Unaudited)

 

   

Common Stock

   

Additional

Paid-in

   

Retained

   

Common Stock Held

   

Accumulated

Other-Comprehensive

   

Total

Stockholders’

 
   

Shares

   

Amount

    Capital     Earnings     by ESOP     Income (Loss)     Equity  
                                                         

Balance at March 31, 2014

    945,425     $ 9,454     $ 9,956,750     $ 4,569,378     $ (592,168 )   $ (191,411 )     13,752,003  

Net loss

                            (175,288 )                     (175,288 )

Other comprehensive income, net of tax:

                                            48,237       48,237  
                                                         

Employee stock option expense

                    15,754                               15,754  
                                                         

Balance at September 30, 2014

    945,425     $ 9,454     $ 9,972,504     $ 4,394,090     $ (592,168 )   $ (143,174 )   $ 13,640,706  

 

See Notes to the Unaudited Consolidated Financial Statements.

  

 
5

 

 

DELANCO BANCORP, INC. AND SUBSIDIARY

Consolidated Statements of Cash Flows

(Unaudited)

 

   

Six months Ended

September 30,

 
   

2014

   

2013

 

Cash flow from operating activities

               

Net loss

  $ (175,288 )   $ (9,228 )

Adjustments to reconcile net income to net cash provided by operating activities:

               

Deferred income tax benefit

    (177,257 )     (37,400 )

Depreciation

    129,457       136,448  

Discount accretion net of premium amortization

    (1,459 )     28,607  

Provision for loan losses

    375,000       206,500  

Increase in cash surrender value from bank owned life insurance

          (5,809 )

(Gain) Loss on sale of real estate owned

          85,681  

Compensation expense for stock options

    15,754        

Changes in operating assets and liabilities

               

(Increase) decrease in:

               

Accrued interest receivable

    14,669       (19,375 )

Other assets

    36,474       (250 )

Increase (decrease) in:

               

Accrued interest payable

    (783 )     (1,774 )

Other liabilities

    (8,559 )     (85,651 )

Net cash provided by operating activities

  $ 208,008     $ 297,749  
                 
                 

Cash flows from investing activities

               

Proceeds of securities available for sale

    13,559       15,729  

Purchases of securities held-to-maturity

    (500,000 )     (10,022,500 )

Proceeds from maturities and principal repayments of securities held-to-maturity

    1,757,622       3,452,830  

Redemption of investment required by law – stock in Federal Home Loan Bank

    10,000       21,200  

Proceeds from sale of real estate owned

    219,020       545,634  

Net decrease in loans

    777,815       4,451,661  

Purchases of premises and equipment

    (50,691 )     (5,561 )

Net cash provided by(used in) investing activities

  $ 2,227,325     $ (1,541,007 )
                 

Cash flows from financing activities

               

(Decrease) increase in deposits

    (1,571,487 )     361,659  

Increase in advance payments by borrowers for taxes and insurance

    16,015       10,316  

Increase in federal Home Loan bank Advances

    1,000,000       3,626,739  

Net cash provided by (used) in financing activities

  $ (555,472 )   $ 3,998,714  

  

 
6

 

 

   

Six months Ended

September 30,

 
   

2014

   

2013

 
                 

Net increase in cash and cash equivalents

  $ 1,879,861     $ 2,755,456  
                 

Cash and cash equivalents, beginning of the period

    3,332,639       6,722,766  

Cash and cash equivalents, end of period

  $ 5,212,500     $ 9,478,222  
                 

Supplemental Disclosures:

               
                 

Cash paid during the period for interest

  $ 296,445     $ 397,191  
                 

Cash paid during the period for income taxes

  $ 5,500     $ 1,000  
                 

Loans transferred to foreclosed real estate during the period

  $ 1,725,243       176,113  
                 

Net change in unrealized gain (loss) on securities available-for-sale net of tax

  $ 48,237     $ (131,189 )

 

See Notes to the Unaudited Consolidated Financial Statements.

 

 
7

 

 

DELANCO BANCORP, INC. AND SUBSIDIARY

Notes to the Unaudited Consolidated Financial Statements

September 30, 2014

 

(1)

Basis of Presentation

 

On October 16, 2013, Delanco Bancorp, Inc., a New Jersey corporation (the “Company”), became the holding company for the Bank upon completion of the “second-step” conversion of the Bank from a mutual holding company structure to a stock holding company structure (the “Conversion”). The Conversion involved the sale by the Company of 525,423 shares of common stock in a subscription and community offering, including shares purchased by the Bank’s employee stock ownership plan, the exchange of 420,002 shares of common stock of the Company for shares of common stock of the former Delanco Bancorp, Inc. (“old Delanco Bancorp”) held by persons other than Delanco MHC (the “MHC”), and the elimination of old Delanco Bancorp and the MHC. Net proceeds received from the reorganization and stock offering totaled $3,280,000, net of costs of $923,000. Net income per share and the weighted average shares outstanding for the six months ended September 30, 2013 have been restated to reflect the Conversion.

 

Financial information presented in this Quarterly Report on Form 10-Q is derived in part from the consolidated financial statements of the Company and subsidiaries on and after October 16, 2013 and from the consolidated financial statements of old Delanco Bancorp and subsidiaries prior to October 16, 2013.

 

The accompanying unaudited consolidated financial statements have been prepared in accordance with instructions for Form 10-Q and, therefore, do not include all disclosures necessary for a complete presentation of the financial statements in conformity with accounting principles generally accepted in the United States of America (GAAP). However, all adjustments that are, in the opinion of management, necessary for the fair presentation of the interim financial statements have been included. Such adjustments were of a normal recurring nature. The results of operations for the six month period ended September 30, 2014 are not necessarily indicative of the results that may be expected for the entire year or any other interim period. For additional information, refer to the consolidated financial statements and footnotes thereto of the Company included in the Company’s annual report on Form 10-K for the year ended March 31, 2014.

 

(2)

Use of Estimates

 

The preparation of financial statements in conformity with U.S. generally accepted accounting principles requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates.  Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for losses on loans and the evaluation of deferred taxes.

 

(3)

Deferred Income Taxes

 

We use the asset and liability method of accounting for income taxes. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. We exercise significant judgment in evaluating the amount and timing of recognition of the resulting tax liabilities and assets. These judgments require us to make projections of future taxable income. The judgments and estimates we make in determining our deferred tax assets, which are inherently subjective, are reviewed on a continual basis as regulatory and business factors change.

 

 
8

 

 

The calculation of deferred taxes for GAAP capital differs from the calculation of deferred taxes for regulatory capital. For regulatory capital, deferred tax assets that are dependent upon future taxable income for realization are limited to the lesser of either the amount of deferred tax assets that the institution expects to realize within one year of the calendar quarter-end date, or 10% of the Bank’s Tier I capital. As a result of this variance, our Tier I regulatory capital ratio is lower than our GAAP capital ratio by 115 basis points.

  

(4)

Income Taxes

 

The Bank accounts for uncertainties in income taxes in accordance with Financial ASC Topic 740 “Accounting for Uncertainty in Income Taxes”. ASC Topic 740 prescribes a threshold and measurement process for recognizing in the financial statements a tax position taken or expected to be taken in a tax return. ASC Topic 740 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition.  The Bank has determined that there are no significant uncertain tax positions requiring recognition in its financial statements.   

 

Tax years 2010 through 2013 remain subject to examination by Federal and New Jersey taxing authorities. In the event the Bank is assessed for interest and/or penalties by taxing authorities, such assessed amounts will be classified in the financial statements as income tax expense.

 

(5)

Earnings Per Share

 

Basic earnings per share (“EPS”) are computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted EPS reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the entity.

 

The difference between the common shares issued and the common shares outstanding for the purposes of calculating basic EPS is a result of the unallocated ESOP shares.

 

As a result of the Conversion, all share information for periods prior to December 31, 2013, has been revised to reflect the .5711 exchange ratio. Dilutive earnings per share was not adjusted for 20,000 outstanding options which would have had an antidilutive effect on earnings.

 

The calculated basic and dilutive EPS are as follows:

 

   

Six months Ended

September 30,

 
   

2014

   

2013

 

Numerator

               

Denominators:

               

Basic shares outstanding

    945,425       945,425*  

Effect of dilutive securities

    945,425       945,425  

Dilutive shares outstanding

               

Earnings per share:

               

Basic

    $(0.19)       $(0.05)  

Dilutive

    $(0.19)       $(0.05)  

 

*Adjusted to reflect the stock conversion that took place on October 16, 2013.

 

 
9

 

  

(6)

Regulatory Agreement      

 

On December 17, 2012, the Bank received a formal written agreement (the “Agreement”) with the Office of the Comptroller of the Currency (the “OCC”) dated November 21, 2012.  The Agreement supersedes and terminates the Order to Cease and Desist entered into by and between the Bank and the Office of Thrift Supervision on March 17, 2010.

 

The Agreement requires the Bank to take the following actions:

 

 

prepare a three-year strategic plan that establishes objectives for the Bank’s overall risk profile, earnings performance, growth, balance sheet mix, liability structure, reduction in the volume of nonperforming assets, and product line development;

 

 

prepare a capital plan that includes specific proposals related to the maintenance of adequate capital, identifies strategies to strengthen capital if necessary and includes detailed quarterly financial projections.  If the OCC determines that the Bank has failed to submit an acceptable capital plan or fails to implement or adhere to its capital plan, then the OCC may require the Bank to develop a contingency capital plan detailing the Bank’s proposal to sell, merge or liquidate the Bank;

 

 

prepare a criticized asset plan that will include strategies, targets and timeframes to reduce the Bank’s level of criticized assets;

 

 

implement a plan to improve the Bank’s credit risk management and credit administration practices;

 

 

implement programs and policies related to the Bank’s allowance for loan and lease losses, liquidity risk management, independent loan review and other real estate owned;

 

 

review the capabilities of the Bank’s management to perform present and anticipated duties and to recommend and implement any changes based on such assessment;

 

 

not pay any dividends or make any other capital distributions without the prior written approval of the OCC;

 

 

not make any severance or indemnification payments without complying with regulatory requirements regarding such payments; and

 

 

comply with prior regulatory notification requirements for any changes in directors or senior executive officers.

 

The Agreement will remain in effect until terminated, modified, or suspended in writing by the OCC.

 

The Agreement does not require the Bank to maintain any specific minimum regulatory capital ratios. However, the OCC established higher individual minimum capital ratios for the Bank. Specifically, the Bank must maintain a Tier 1 capital to adjusted total assets ratio of at least 8%, a Tier 1 capital to risk-weighted assets ratio of at least 12% and a total capital to risk-weighted assets ratio of at least 13%. The Bank's ratios of Tier 1 capital to adjusted total assets, Tier 1 capital to risk-weighted assets and total capital to risk-weighted assets at September 30, 2014 were 9.04%, 15.92% and 17.17%, respectively.

 

 
10

 

 

(7)

Recent Accounting Pronouncements

 

There were no recent accounting pronouncements since the March 31, 2014 audited financial statements.

 

 
11

 

 

(8)

Fair Value of Financial Instruments

 

ASC Topic 820-10 defines fair value, establishes a framework for measuring fair value in U.S. generally accepted accounting principles, and expands disclosure requirements for fair value measurements. ASC Topic 820 does not require any new fair value measurements. The adoption of ASC Topic 820-10 did not have a material impact on the consolidated financial statements.

 

ASC Topic 820 establishes a fair value hierarchy that prioritizes the inputs to valuation techniques used to measure fair value into three broad levels, as described below:

 

 

    Level 1     

Level 1 input are unadjusted quoted prices in active markets for identical assets or liabilities.
       
 

    Level 2     

Level 2 inputs are inputs other than quoted prices included in Level 1 that are observable, either directly or indirectly. Level 2 inputs include quoted prices for similar assets, quoted prices in markets that are not considered to be active, and observable inputs other than quoted prices such as interest rates.
       
 

    Level 3          

Level 3 inputs are unobservable inputs.

 

Assets and liabilities measured at fair value on a recurring basis are summarized below (dollars in thousands):

 

   

Fair Value Measurements at Reporting Date Using

 
    Quoted Prices     Significant     Significant  
    in Active     Other     Other  
    Markets for     Observable     Unobservable  
    Identical Assets     Inputs     Inputs  
   

(Level 1)

   

(Level 2)

   

(Level 3)

 

September 30, 2014

                       

Available-for-sale securities

  $ 173     $ 1,867     $ --  
                         

March 31, 2014

                       

Available-for-sale securities

  $ 183     $ 1,790     $ --  

  

 
12

 

 

Assets and Liabilities on a Non-Recurring Basis

 

Assets and liabilities measured at fair value on a non-recurring basis at September 30, 2014 and March 31, 2014 are as follows (dollars in thousands):

 

   

Fair Value Measurements at Reporting Date Using

 
    Quoted Prices     Significant     Significant  
    in Active     Other     Other  
    Markets for     Observable     Unobservable  
    Identical Assets     Inputs     Inputs  
   

(Level 1)

   

(Level 2)

   

(Level 3)

 

September 30, 2014

                       

Impaired loans

  $ --     $ --     $ 4,760  

Real estate owned

    --       --       3,046  

Total

  $ --     $ --     $ 7,806  
                         

March 31, 2014

                       

Impaired loans

  $ --     $ --     $ 6,021  

Real estate owned

    --       --       1,950  

Total

  $ --     $ --     $ 7,970  

 

The fair value of impaired loans and real estate owned is generally based on recent real estate appraisals. These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach.

 

A financial instrument’s level within the fair value hierarchy is based upon the lowest level of any input significant to the fair value measurement.

 

As required by ASC Topic 825-10-65, the estimated fair value of financial instruments at September 30, 2014 and March 31, 2014 was as follows:

 

   

September 30, 2014

 
   

Carrying Amount

   

Level 1

   

Level 2

   

Level 3

 

(Dollars in Thousands)

                               
                                 

Financial Assets:

                               

Cash and cash equivalents

  $ 5,212     $ 5,212     $     $  

Investment securities

    27,892       173       26,773        

Loans – net

    80,705                   80,189  

FHLB stock

    261       261              

Accrued interest receivable

    448       448              

Bank–owned life insurance

    165       165              

Real estate owned

    3,413                   3,413  

Total financial assets

  $ 118,096     $ 6,259     $ 26,773    

$

83,602  
                                 

Financial Liabilities:

                               

Deposits

  $ 109,053     $ 8,145     $ 101,014     $  

Advance payments by borrowers for taxes and insurance

    345       345              

Advances Federal Home Loan Bank

    3,000       3,000              

Accrued interest payable

    6       6              

Total financial liabilities

  $ 112,404     $ 11,496     $  101,014     $  

  

 
13

 

 

   

March 31, 2014

 
   

Carrying Amount

   

Level 1

   

Level 2

   

Level 3

 

(Dollars in Thousands)

                               
                                 

Financial Assets:

                               

Cash and cash equivalents

  $ 3,333     $ 3,333          

Investment securities

    29,162             27,384        

Loans – net

    83,539                   83,059  

FHLB stock

    271       271              

Accrued interest receivable

    462       462              

Bank–owned life insurance

    165       165              

Real estate owned

    1,950                   1,950  

Total financial assets

  $ 118,882     $ 4,231     $ 27,384     $ 85,009  
                                 

Financial Liabilities:

                               

Deposits

  $ 110,625     $ 7,852     $ 103,249      

Advances from Federal Home Loan Bank

    2,000       2,000              

Advance payments by borrowers for taxes and insurance

    684       684              

Accrued interest payable

    7       7              

Total financial liabilities

  $ 113,316     $ 10,543     $ 103,249     $  

 

Off-balance sheet instruments

 

Off-balance sheet instruments are primarily comprised of loan commitments and unfunded lines of credit which are generally priced at market rate at the time of funding. Therefore, these instruments have nominal value prior to funding.

 

   

September 30, 2014

   

March 31, 2014

 
   

Contract

Value

   

Estimated Fair Value

   

Contract Value

   

Estimated Fair Value

 

Off-balance sheet instruments

                               

Commitments to extend credit

  $ 5,734     $     $ 5,710     $  

 

(9)

Loans

 

The Bank monitors and assesses the credit risk of its loan portfolio using the classes set forth below. These classes also represent the segments by which the Bank monitors the performance of its loan portfolio and estimates its allowance for loan losses.

 

Residential real estate loans consist of loans secured by one to four family residences located in the Bank’s market area. The Bank has originated one to four family residential mortgage loans in amounts up to 80% of the lesser of the appraised value or selling price of the mortgaged property without requiring mortgage insurance. A mortgage loan originated by the Bank, for owner occupied property, whether fixed rate or adjustable rate, can have a term of up to 30 years. Non-owner occupied property, whether fixed rate or adjustable rate, can have a term of up to 30 years. Adjustable rate loan terms limit the periodic interest rate adjustment and the minimum and maximum rates that may be charged over the term of the loan based on the type of loan.

 

 
14

 

 

Commercial real estate loans are generally originated in amounts up to the lower of 80% of the appraised value or cost of the property and are secured by improved property such as multi-family dwelling units, office buildings, retail stores, warehouses, church buildings and other non-residential buildings, most of which are located in the Bank’s market area. Commercial real estate loans are generally made with fixed interest rates which mature or re-price in 5 to 7 years with principal amortization of up to 25 years.

 

Commercial loans include short and long-term business loans and commercial lines of credit for the purposes of providing working capital, supporting accounts receivable, purchasing inventory and acquiring fixed assets. The loans generally are secured by these types of assets as collateral and/or by personal guarantees provided by principals of the borrowers.

 

Construction loans will be made only if there is a permanent mortgage commitment in place. Interest rates on commercial construction loans are typically in line with normal commercial mortgage loan rates, while interest rates on residential construction loans are slightly higher than normal residential mortgage loan rates. These loans usually are adjustable rate loans and generally have terms of up to one year.

 

Consumer loans include installment loans and home equity loans, secured by first or second mortgages on homes owned or being purchased by the loan applicant. Home equity term loans and credit lines are credit accommodations secured by either a first or second mortgage on the borrower’s residential property. Interest rates charged on home equity term loans are generally fixed; interest on credit lines is usually a floating rate related to the prime rate. The Bank generally requires a loan to value ratio of less than or equal to 80% of the appraised value, including any outstanding prior mortgage balance.

 

Loans at September 30, 2014 and March 31, 2014 are summarized as follows (dollars in thousands):

 

   

September 30,

   

March 31,

 
   

2014

   

2014

 
                 

Residential (one-to four-family) real estate

  $ 62,355     $ 63,524  

Multi-family and commercial real estate

    8,636       10,414  

Commercial

    1,794       1,307  

Home equity

    7,681       8,144  

Consumer

    714       686  

Construction

    843       1,009  

Total loans

    82,023       85,084  

Net deferred loan origination fees

    (90 )     (97 )

Allowance for loan losses

    (1,228 )     (1,448 )

Loans, net

  $ 80,705     $ 83,539  

 

The Bank is subject to a loans-to-one-borrower limitation of 15% of capital funds. At September 30, 2014, the loans-to-one-borrower limitation was $1.9 million; this excluded an additional 10% of adjusted capital funds or approximately $1.3 million, which may be loaned if collateralized by readily marketable securities. At September 30, 2014, there were no loans outstanding or committed to any one borrower, which individually or in the aggregate exceeded the Bank’s loans to-one-borrower limitations of 15% of capital funds.

 

 
15

 

 

A summary of the Bank’s credit quality indicators is as follows:

 

Pass – A credit which is assigned a rating of Pass shall exhibit some or all of the following characteristics:

 

 

a.

Loans that present an acceptable degree of risk associated with the financing being considered as measured against earnings and balance sheet trends, industry averages, etc. Actual and projected indicators and market conditions provide satisfactory evidence that the credit will perform as agreed.

 

 

b.

Loans to borrowers that display acceptable financial conditions and operating results. Debt service capacity is demonstrated and future prospects are considered good.

 

 

c.

Loans to borrowers where a comfort level is achieved by the strength of the cash flows from the business or project and the strength and quantity of the collateral or security position (i.e.; receivables, inventory and other readily marketable securities) as supported by a current valuation and/or the strong capabilities of a guarantor.

 

Special Mention – Loans on which the credit risk requires more than ordinary attention by the Loan Officer. This may be the result of some erosion in the borrower’s financial condition, the economics of the industry, the capability of management, or changes in the original transaction. Loans which are currently sound yet exhibit potentially unacceptable credit risk or deteriorating long term prospects, will receive this classification. Loans which deviate from loan policy or regulations will not generally be classified in this category, but will be separately reported as an area of concern.

 

Classified – Classified loans include those considered by the Bank to be substandard, doubtful or loss.

 

An asset is considered “substandard” if it involves more than an acceptable level of risk due to a deteriorating financial condition, unfavorable history of the borrower, inadequate payment capacity, insufficient security or other negative factors within the industry, market or management. Substandard loans have clearly defined weaknesses which can jeopardize the timely payment of the loan.

 

Assets classified as “doubtful” exhibit all of the weaknesses defined under the substandard category but with enough risk to present a high probability of some principal loss on the loan, although not yet fully ascertainable in amount.

 

Assets classified as “loss” are those considered uncollectible or of little value, even though a collection effort may continue after the classification and potential charge-off.

 

Non-Performing Loans

 

Non-performing loans consist of non-accrual loans (loans on which the accrual of interest has ceased), loans over ninety days delinquent and still accruing interest, renegotiated loans and impaired loans. Loans are generally placed on non-accrual status if, in the opinion of management, collection is doubtful, or when principal or interest is past due 90 days or more, unless the collateral is considered sufficient to cover principal and interest and the loan is in the process of collection.

 

The Bank continues to work with its borrowers where possible and is pursuing legal action where the ability to work with the borrower does not exist.  As of September 30, 2014, the Bank has entered into formal forbearance agreements with three relationships totaling $683 thousand that require current payments while the borrowers restructure their finances.

 

 
16

 

 

The following table represents loans by credit quality indicator at September 30, 2014 (dollars in thousands):

 

   

Pass

   

Special

Mention Loans

   

Classified Loans

   

Non-Performing Loans

   

Total

 

Residential real estate

  $ 59,295     $     $ 128     $ 2,932     $ 62,355  

Multi-family and commercial real estate

    6,224       716       530       1,166       8,636  

Commercial

    1,493       221       80             1,794  

Home equity

    7,681                         7,681  

Consumer

    710                   4       714  

Construction

    784                   59       843  
    $ 76,187     $ 937     $ 738     $ 4,161     $ 82,023  

 

The following table represents past-due loans as of September 30, 2014 (dollars in thousands):

 

                Greater                    
    30-59     60- 89     than 90                    
    Days Past     Days Past     Days Past     Total Past           Total Loan  
   

Due

   

Due

   

Due

   

Due

   

Current

   

Balances

 

Residential real estate

  $ 947     $ 1,194     $ 1,291     $ 3,432     $ 58,923     $ 62,355  

Multi-family and commercial real estate

    374       413       1,021       1,808       6,828       8,636  

Commercial

          170       24       194       1,600       1,794  

Home Equity

    11       145             156       7,525       7,681  

Consumer

    19       71       4       94       620       714  

Construction

          59             59       784       843  

Total Loans

    1,351       2,052       2,340       5,743       76,280     $ 82,023  

Percentage of Total Loans

    1.65 %     2.50 %     2.85 %     7.00 %     93.00 %     100.0 %

 

Impaired loans are measured based on the present value of expected future discounted cash flows, the fair value of the loan or the fair value of the underlying collateral if the loan is collateral dependent. The recognition of interest income on impaired loans is the same for non-accrual loans discussed above. At September 30, 2014, the Bank had 19 loan relationships totaling $2.4 million in non-accrual loans as compared to 23 relationships totaling $4.1 million at March 31, 2014. The average balance of impaired loans totaled $5.0 million for the six months ended September 30, 2014 as compared to $6.0 million for the year ended March 31, 2014, and interest income recorded on impaired loans for the six months ended September 30, 2014 totaled $96 thousand as compared to $235 thousand for the year ended March 31, 2014.

 

 
17

 

 

The following table represents data on impaired loans at September 30, 2014 and March 31, 2014 (dollars in thousands):

 

   

September 30, 2014

   

March 31, 2014

 

Impaired loans for which a valuation allowance has been provided

  $     $ 846  

Impaired loans for which no valuation allowance has been provided

  $ 4,406     $ 5,175  

Total loans determined to be impaired

  $ 4,406     $ 6,021  

Allowance for loans losses related to impaired loans

  $     $ 288  

Average recorded investment in impaired loans

  $ 4,970     $ 5,964  

Cash basis interest income recognized on impaired loans

  $ 96     $ 235  

 

The following table presents impaired loans by portfolio class at September 30, 2014 (dollars in thousands):

 

   

Recorded Investment

   

Unpaid Principal Balance

   

Related Valuation Allowance

   

Average Recorded Investment

   

Interest Income Recognized While on Impaired Statues

 

Impaired loans with no valuation allowance:

                                       

Residential real estate

  $ 2,875     $ 2,830     $     $ 2,965     $ 53  

Multi-family and commercial real estate

    1,503       1,446             1,801       41  

Commercial

    24       24             62       1  

Home equity

    47       47             184        

Consumer

                      1        

Construction

    59       59             59       1  

Total

  $ 4,508     $ 4,406     $     $ 5,072     $ 96  

 

The following table presents impaired loans by portfolio class with no valuation allowance at March 31, 2014 (dollars in thousands):

 

   

Recorded Investment

   

Unpaid Principal Balance

   

Related Valuation Allowance

   

Average Recorded Investment

   

Interest Income Recognized While on Impaired Statues

 

Impaired loans with no valuation allowance:

                                       

Residential real estate

  $ 2,387     $ 2,345     $     $ 2,185     $ 130  

Multi-family and commercial real estate

    2,443       2,443             2,556       88  

Commercial

    108       108             183        

Home equity

    219       219             155       8  

Consumer

                      4        

Construction

    60       60             51       3  

Subtotal

  $ 5,217     $ 5,175     $     $ 5,134     $ 229  

  

 
18

 

 

The following table presents impaired loans by portfolio class with a valuation allowance at March 31, 2014 (dollars in thousands):

 

   

Recorded Investment

   

Unpaid Principal Balance

   

Related Valuation Allowance

   

Average Recorded Investment

   

Interest Income Recognized While on Impaired Statues

 

Impaired loans with a valuation allowance:

                                       

Residential real estate

  $ 153     $ 153     $ 28     $ 153     $ 6  

Multi-family and commercial real estate

    693       693       260       677        

Commercial

                             

Home equity

                             

Consumer

                             

Construction

                             

Subtotal

  $ 846     $ 846     $ 288     $ 830     $ 6  

 

Total Impaired Loans by Portfolio Class at March 31, 2014

 

   

Recorded Investment

   

Unpaid Principal Balance

   

Related Valuation Allowance

   

Average Recorded Investment

   

Interest Income Recognized While on Impaired Statues

 

Total impaired loans:

                                       

Residential real estate

  $ 2,540     $ 2,498     $ 28     $ 2,338     $ 136  

Multi-family and commercial real estate

    3,136       3,136       260       3,233       88  

Commercial

    108       108             183        

Home equity

    219       219             155       8  

Consumer

                      4        

Construction

    60       60             51       3  

Total

  $ 6,063     $ 6,021     $ 288     $ 5,964     $ 235  

  

 
19

 

 

The following table represents nonaccrual loans as of September 30, 2014 and March 31, 2014 (dollars in thousands):

 

   

Sept. 30, 2014

   

March 31, 2014

 

Non-accrual loans:

               

Residential real estate

  $ 1,217     $ 1,277  

Multi-family and commercial real estate

    639       981  

Commercial

    24       108  

Consumer

    4        

Home Equity

    47       219  

Construction

           

Total non-accrual loans

    1,931       2,585  
                 

Accruing loans past due 90 days or more:

               

Residential real estate

  $     $  

Multi-family and commercial real estate

          100  

Commercial

           

Consumer

           

Home Equity

           

Construction

           

Total accruing loans past due 90 days or more

          100  
                 

Troubled Debt Restructurings:

               

In non-accrual status:

               

Residential real estate

  $ 75     $ 672  

Multi-family and commercial real estate

    382       847  

Commercial

           

Consumer

           

Home Equity

           

Construction

           

Total troubled debt restructurings in non-accrual status

    457       1,519  

Performing under modified terms:

               

Residential real estate

    1,194       548  

Multi-family and commercial real estate

    770       1,309  

Commercial

           

Consumer

           

Home Equity

           

Construction

    59       60  

Total troubled debt restructurings performing under modified terms:

    2,023       1,917  

Total troubled debt restructurings

    2,480       3,436  

Total non-performing loans

    4,411       6,121  

Real estate owned

    3,413       1,950  

Total non-performing assets

    7,824       8,071  
                 

Non-performing loans as a percentage of loans

    5.38 %     7.19 %

Non-performing assets as a percentage of loans and real estate owned

    9.16 %     9.27 %

Non-performing assets as percentage of total assets

    6.17 %     6.34 %

  

 
20

 

 

During the six months ended September 30, 2014, the Bank experienced a $1.7 million net decrease in non-accrual loans. This change reflects the downgrading of ten loan relationships to non-accrual status totaling $1.5 million during the six months ended September 30, 2014. The downgraded loans consisted of five residential mortgages totaling $909 thousand, five commercial loans totaling $549 thousand, one home equity loan totaling $47 thousand and one consumer loan for $4 thousand. These additions to the non-accruals were offset by four residential mortgages for $831 thousand, one commercial real estate loan for $128 thousand and a home equity loan for $46 thousand that returned to accruing status, one commercial loan for $56 thousand that was paid in full, one commercial loan for $108 thousand that was paid off in a short sale, three residential loans that were partially charged off by $33 thousand due to updated valuations, four residential loans in the amount of $735 thousand and two commercial relationships consisting of two commercial real estate loans of $1.2 million that were transferred to real estate owned after a partial charge-off of $230 thousand due to valuation updates.

 

The following table presents troubled debt restructurings that occurred during the periods ended September 30, 2014 and March 31, 2014 and loans modified as troubled debt restructurings within the previous 3 and 12 month periods and for which there was a payment default during the period.

  

   

September 30, 2014

   

March 31, 2014

 
           

Outstanding Recorded
Investment

           

Outstanding Recorded
Investment

 
   

Number of
Contracts

   

Pre-Modification

   

Post-
Modification

   

Number of
Contracts

   

Pre-Modification

   

Post-
Modification

 

Troubled debt restructurings:

                                               

Residential real estate

                  1     $ 120     $ 123  

 

   

Number of
Contracts

    Recorded Investment    

Number of
Contracts

    Recorded Investment  

Troubled debt restructurings that subsequently defaulted:

                                               

Residential real estate

        $     $     $     $     $  

  

 
21

 

 

The following table presents the changes in real estate owned (REO), net of valuation allowance, for the periods ended September 30, 2014 and March 31, 2014:

 

   

September 30,

   

March 31,

 
   

2014

   

2014

 

Balance, beginning of period

  1,950     2,470  

Additions from loan foreclosures

    1,725       856  

Additions from capitalized costs

          3  

Dispositions of REO

    (184 )     (690 )

Gain (loss) on sale of REO

          (86 )

Valuation adjustments in the period

    (78 )     (603 )

Balance, end of period

  3,413     1,950  

 

The following table presents the changes in fair value adjustments to REO for the periods ended September 30, 2014 and March 31, 2014:

 

   

September 30,

   

March 31,

 
   

2014

   

2014

 

Balance, beginning of period

  676     73  

Valuation adjustments added in the period

    78       675  

Valuation adjustments on disposed properties during the period

    (35 )     (72 )

Balance, end of period

  719     676  

 

The following table sets forth with respect to the Bank’s allowance for losses on loans (dollars in thousands):

 

    September 30,     March 31,  
   

2014

   

2014

 
                 

Balance at beginning of period

  $ 1,448     $ 1,033  

Provision:

               

Commercial

    23       141  

Commercial real estate

    238       628  

Residential real estate

    116       266  

Home Equity

    12       21  

Consumer

    (13 )     (103 )

Construction

    (1 )     4  
                 

Total provision

    375       957  

Charge-offs:

               

Commercial

          127  

Commercial real estate

    557       378  

Residential real estate

    78       100  

Home equity

          4  

Consumer

          16  

Recoveries

    (40 )     (83 )

Total Net Charge-Offs

  595     542  

Balance at end of period

  $ 1,228     $ 1,448  

Period-end loans outstanding

  $ 82,023     $ 85,084  

Average loans outstanding

  $ 83,143     $ 87,327  
                 

Allowance as a percentage of period-end loans

    1.50 %     1.70 %

Net charge-offs as a percentage of average loans

    0.72 %     0.62 %

  

 
22

 

 

Additional details for changes in the allowance for loan by loan portfolio as of September 30, 2014 are as follows (dollars in thousands):

 

Allowance for Loan Losses

 

   

Commercial

   

Commercial Real Estate

   

Residential Real Estate

   

Home Equity

   

Consumer

   

Construction

   

Total

 

Balance, beginning of year

  $ 58     $ 635     $ 656     $ 65     $ 30     $ 4     $ 1,448  

Loan charge-offs

          (557 )     (78 )                       (635 )

Recoveries

          25       5             10             40  

Provision for loan losses

    23       238       116       12       (13 )     (1 )     375  
                                                         

Balance, end of period

  $ 81     $ 341     $ 699     $ 77     $ 27     $ 3     $ 1,228  
                                                         

Ending balance for loans individually evaluated for impairment

  $                                      

Ending balance for loans collectively evaluated for impairment

  $ 81     $ 341     $ 699     $ 77     $ 27     $ 3     $ 1,228  
                                                         

Loans receivable:

  $ 1,794     $ 8,636     $ 62,355     $ 7,681     $ 714     $ 843     $ 82,023  

Ending balance

                                                       

Ending balance: loans individually evaluated for impairment

  $     $ 1,879     $ 2,217     $     $     $     $ 4,096  

Ending balance: loans collectively evaluated for impairment

  $ 1,794     $ 6,757     $ 60,138     $ 7,681     $ 714     $ 843     $ 77,927  

  

 
23

 

  

The Bank prepares an allowance for loan loss model on a quarterly basis to determine the adequacy of the allowance. Management considers a variety of factors when establishing the allowance, such as the impact of current economic conditions, diversification of the loan portfolio, delinquency statistics, results of independent loan review and related classifications. The Bank’s historic loss rates and the loss rates of peer financial institutions are also considered.

 

On a monthly basis, the loan committee meets to review each problem loan and determine if there has been any change in collateral value due to changes in market conditions. Each quarter, when calculating the allowance for loan loss, the loan committee reviews an updated loan impairment analysis on each problem loan to determine if a specific provision for loan loss is warranted. Management reviews the most recent appraisal on each loan adjusted for holding and selling costs. In the event there is not a recent appraisal on file, the Bank will use the aged appraisal and apply a discount factor to the appraisal and then adjust the holding and selling costs from the discounted appraisal value.

 

In evaluating the Bank’s allowance for loan loss, the Bank maintains a loan committee consisting of senior management and the Board of Directors that monitors problem loans and formulates collection efforts and resolution plans for each borrower.

 

For the six months ending September 30, 2014, the Bank experienced 11 partial charge-offs related to 9 relationships totaling $635 thousand as compared to three charge-offs relating to three loan relationships totaling $111 thousand and eleven partial charge-offs relating to eleven loan relationships totaling $514 thousand for the year ended March 31, 2014.  

 

At September 30, 2014, the Bank maintained an allowance for loan loss ratio of 1.50% to loans outstanding. Non-performing assets have decreased by $247 thousand over their stated levels at March 31, 2014, representing a non-performing asset to total asset ratio of 6.17% at September 30, 2014 as compared to a non-performing asset to total asset ratio of 6.34% at March 31, 2014.

 

The Bank’s charge-off policy states that any asset classified loss shall be charged-off within thirty days of such classification unless the asset has already been eliminated from the books by collection or other appropriate entry. On a quarterly basis, the loan committee will review past due, classified, non-performing and other loans, as it deems appropriate, to determine the collectability of such loans. If the loan committee determines a loan to be uncollectable, the loan shall be charged to the allowance for loan loss. In addition, upon reviewing the collectability, the loan committee may determine a portion of the loan to be uncollectable; in which case that portion of the loan deemed uncollectable will be partially charged-off against the allowance for loan loss.

 

 
24

 

  

(10)

Investment Securities

 

Investment securities have been classified according to management’s intent. The amortized cost of securities and their approximate fair values as of September 30, 2014 and March 31, 2014 are as follows:

 

   

Held-to-Maturity

September 30, 2014

 
   

Amortized Cost

   

Gross Unrealized Gains

   

Gross Unrealized Losses

   

Fair Value

 

(Dollars in Thousands)

                               
                                 

Federal Farm Credit Bank Bond

  $ 5,444     $     $ (239 )   $ 5,205  

Federal Home Loan Bank Bonds

    7,069             (306 )     6,763  

Federal Home Loan Mortgage Corporation Bonds

    1,997             (90 )     1,907  

Federal National Mortgage Association

    9,499       11       (285 )     9,225  

Municipal Bond

    470       5             475  
      24,479       16       (920 )     23,575  

Mortgage-Backed Securities:

                               
                                 

Federal Home Loan Mortgage Corporation

    501       34             535  

Federal National Mortgage Association

    528       48             576  

Government National Mortgage Corporation

    212       8             220  
      1,241       90             1,331  

Total

  $ 25,720     $ 106     $ (920 )   $ 24,906  

 

   

Held-to-Maturity

March 31, 2014

 
   

Amortized Cost

   

Gross Unrealized Gains

   

Gross Unrealized Losses

   

Fair Value

 

(Dollars in Thousands)

                               
                                 

Federal Home Loan Bank Bonds

  $ 6,568     $     $ (524 )   $ 6,044  

Federal Farm Credit Bonds

    5,944             (387 )     5,557  

Federal Home Loan Mortgage Corporation Bonds

    1,997             (167 )     1,830  

Federal National Mortgage Association Bond

    10,498       17       (597 )     9,918  

Municipal Bond

    547       1             548  
      25,554       18       (1,675 )     23,897  

Mortgage-backed securities:

                               
                                 

Federal Home Loan Mortgage Corporation

    610       43       (7 )     646  

Federal National Mortgage Association

    583       54       (4 )     633  

Government National Mortgage Corporation

    229       7       (2 )     234  
      1,422       104       (13 )     1,513  

Total

  $ 26,976     $ 122     $ (1,688 )   $ 25,410  

 

   

Available for Sale

 
   

September 30, 2014

 
   

Amortized Cost

   

Gross Unrealized Gains

   

Gross Unrealized Losses

   

Fair Value

 

Federal Home Loan Bank Bonds

  $ 1,500     $     $ (95 )   $ 1,405  

Federal National Mortgage Association Bond

    500             (38 )     462  

Mutual Fund Shares

    173                     173  
    $ 2,173     $     $ (133 )   $ 2,040  

 

   

Available for Sale

 
   

March 31, 2014

 
   

Amortized Cost

   

Gross Unrealized Gains

   

Gross Unrealized Losses

   

Fair Value

 

Federal Home Loan Bank Bonds

  $ 1,500     $     $ (148 )   $ 1,352  

Federal National Mortgage Association Bond

    500             (62 )     438  

Mutual Fund Shares

    186             (3 )     183  
    $ 2,186     $     $ (213 )   $ 1,973  

 

 
25

 

 

The following is a summary of maturities of securities held-to-maturity and available-for-sale as of September 30, 2014 and March 31, 2014:

 

   

September 30, 2014

 
   

Held to Maturity

   

Available for Sale

 

(Dollars in Thousands)

 

Amortized Cost

   

Fair Value

   

Amortized Cost

   

Fair Value

 

Amounts maturing in:

                               

One year or less

  $ 470     $ 475     $     $  

After one year through five years

    2,002       2,001              

After five years through ten years

    5,419       5,227              

After ten years

    17,829       17,203       2,000       1,867  

Equity securities

                173       173  
    $ 25,720     $ 24,906     $ 2,173     $ 2,040  

 

   

March 31, 2014

 
   

Held to Maturity

   

Available for Sale

 

(Dollars in Thousands)

 

Amortized Cost

   

Fair Value

   

Amortized Cost

   

Fair Value

 

Amounts maturing in:

                               

One year or less

  $ 547     $ 548     $     $  

After one year through five years

    1,502       1,500              

After five years through ten years

    8,418       7,928              

After ten years

    16,509       15,434       2,000       1,790  

Equity securities

                186       183  
    $ 26,976     $ 25,410     $ 2,186     $ 1,973  

 

The amortized cost and fair value of mortgage-backed securities are presented in the held-to-maturity category by contractual maturity in the preceding table. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations without call or prepayment penalties.

 

Information pertaining to securities with gross unrealized losses at September 30, 2014 and March 31, 2014, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:

 

   

September 30, 2014

 
   

Less Than 12 Months

   

12 Months or Greater

   

Total

 
   

Fair Value

   

Gross Unrealized Losses

   

Fair Value

   

Gross Unrealized Losses

   

Fair Value

   

Gross Unrealized Losses

 
                                                 

(Dollars in Thousands)

                                               

Federal Home Loan Bank Bonds

  $ 968     $ (10 )   $ 7,199     $ (391 )   $ 8,167     $ (401 )

Federal Farm Credit Bonds

                5,205       (239 )     5,205       (239 )

Federal Home Loan Mortgage Corporation Bonds

                1,906       (91 )     1,906       (91 )

Federal National Mortgage Association

    499       (1 )     8,678       (321 )     9,177       (322 )

Total

  $ 1,467     $ (11 )   $ 22,988     $ (1,042 )   $ 24,455     $ (1,053 )

  

 
26

 

 

   

March 31, 2014

 
   

Less Than 12 Months

   

12 Months or Greater

   

Total

 
   

Fair Value

   

Gross Unrealized Losses

   

Fair Value

   

Gross Unrealized Losses

   

Fair Value

   

Gross Unrealized Losses

 
                                                 

(Dollars in Thousands)

                                               

Federal Home Loan Bank Bonds

  $ 3,606     $ (371 )   $ 3,790     $ (301 )   $ 7,396     $ (672 )

Federal Farm Credit Bonds

    3,282       (217 )     1,775       (171 )     5,057       (388 )

Federal Home Loan Mortgage Corporation Bonds

    1,100       (77 )     902       (97 )     2,002       (174 )

Federal National Mortgage Association

    7,687       (512 )     1,349       (151 )     9,036       (663 )

Mutual funds shares

    183       (3 )                 183       (3 )
      15,858       (1,180 )     7,816       (720 )     23,674       (1,900 )
Mortgage-Backed Securities:                                                

Government National Mortgage Corporation

                26       (1 )     26       (1 )

Total

  $ 15,858     $ (1,180 )   $ 7,842     $ (721 )   $ 23,700     $ (1,901 )

 

Management evaluates securities for other-than-temporary impairment at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation. 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 Bank to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.

 

At September 30, 2014, the 52 debt securities with unrealized losses have depreciated 3.69% from the Bank’s amortized cost basis. These unrealized losses relate principally to current interest rates for similar types of securities. In analyzing an issuer’s financial condition, management considers whether the securities are issued by the federal government, its agencies, or other governments, whether downgrades by bond rating agencies have occurred, and the results of reviews of the issuer’s financial condition. As management has the ability to hold debt securities until maturity, or for the foreseeable future if classified as available-for-sale, no declines are deemed to be other-than-temporary.

 

 
27

 

  

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

 

Management’s discussion and analysis of the financial condition and results of operations at and for the six months ended September 30, 2014 and 2013 is intended to assist in understanding our financial condition and results of operations. The information contained in this section should be read in conjunction with the Unaudited Financial Statements and the notes thereto, appearing in Part I, Item 1 of this report.

 

Forward-Looking Statements

 

This quarterly report contains forward-looking statements that are based on assumptions and may describe our future plans, strategies and expectations. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions.

 

Our ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on our operations include, but are not limited to, changes in interest rates, national and regional economic conditions, legislative and regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and composition of our loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in our market area, changes in real estate market values in our area, and changes in relevant accounting principles and guidelines.

 

These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, we do not undertake, and specifically disclaim any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

 

General

 

Delanco Bancorp, Inc. is the holding company for Delanco Federal Savings Bank. Delanco Federal Savings Bank operates from two offices in Burlington County, New Jersey. Delanco Federal Savings Bank is engaged primarily in the business of attracting deposits from the general public and using such funds to originate a variety of consumer and business loans.

 

Balance Sheet Analysis

 

Overview. Total assets at September 30, 2014 were $126.7 million, a decrease of $700 thousand from total assets of $ 127.4 million at March 31, 2014. Total liabilities decreased $500 thousand from $113.6 million at March 31, 2014 to $113.1 million at September 30, 2014. Total stockholders’ equity decreased $100 thousand to $13.6 million at September 30, 2014, primarily due to net loss offset by the increase in other comprehensive income related to increased values in the held to maturity portfolio.

 

Loans. At September 30, 2014, total loans, net, were $80.7 million, or 63.7% of total assets. Overall loans decreased by $2.8 million primarily due to payoffs in the portfolio and the transfer of defaulted loans into real estate owned. Commercial and multi-family real estate loans decreased by $1.8 million, residential real estate loans decreased by $1.2 million, home equity loans decreased by $463 thousand and commercial loans increased by $487 thousand.

 

Total nonperforming loans at September 30, 2014 decreased $1.7 million from March 31, 2014.

 

Securities. The investment securities portfolio was $27.8 million, or 21.9% of total assets, at September 30, 2014. At that date, 4.5% of the investment portfolio was invested in mortgage-backed securities, while the remainder was invested primarily in U.S. Government agency and other debt securities. Investment securities decreased $1.2 million compared to March 31, 2014. The decrease was primarily due to calls of debt securities.

 

Deposits. Total deposits were $109.1 million at September 30, 2014, a decrease of $1.6 million compared to March 31, 2014. Deposits decreased as we made a conscious effort to reduce our reliance on high costing time deposits. Core deposits remained constant for the six months while time deposits decreased by $1.6 million.

 

 
28

 

 

Results of Operations for the Three and Six Months Ended September 30, 2014 and 2013

 

Financial Highlights.  The net loss for the three months ended September 30, 2014 was $178 thousand as compared to a net loss of $43 thousand for the same prior year period. The net loss for the six months ended September 30, 2014 was $175 thousand as compared to a net loss of $9 thousand for the same prior year period. The decrease in net income for the three-month period was primarily the result of a higher loan loss provision, decreased net interest income, increased salaries and employee benefits, professional fees and real estate owned expense. The decrease in net income for the six-month period was primarily the result of the same factors listed above for the three month variances.

 

Net Interest Income.   Net interest income decreased $60 thousand to $1.9 million for the six months ended September 30, 2014 as compared to the prior year period. The Bank saw an increase in the interest rate spread (7 basis points) and an increase in net interest margin (1basis points) for the six month period.  The rates earned on assets declined, resulting in a 3.0% decrease in total net interest income for the six months ending September 30, 2014 compared to the six months ended September 20, 2013. Total interest expense decreased by 22.9% between the same periods.

 

Average loans in the six months ended September 30, 2014 decreased $4.3 million, or 5.0%, compared with the same period in 2013, driven by payoffs in the residential and commercial mortgage portfolios. Average investment securities in the six months ended September 30, 2014 increased $1.2 million, or 4.5%, compared to the same period in 2013. The increase in the investment portfolio was due to purchases of debt securities. Declining interest rates decreased the average yield on earning assets to 3.89% for the six months ended September 30, 2014, compared with 4.0% for the same period in 2013.

 

Average interest-bearing deposits in the six months ended September 30, 2014 decreased $5.6 million or 5.2%, compared with the same period in 2013. Declining interest rates decreased the average cost of deposits to 0.54%, compared with 0.71% for the same period in 2013.

 

Provision for Loan Losses.  The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio.  We evaluate the need to establish allowances against losses on loans on a quarterly basis.  When additional allowances are necessary, a provision for loan losses is charged to earnings.  Provisions for loan losses were $300 thousand for the three months and $375 thousand in the six months ended September 30, 2014 compared to $117 thousand in the three months and $207 thousand in the six months ended September 30, 2013.  We had $350 thousand in net charge-offs in the three months and $595 thousand in net charge-offs in the six months ended September 30, 2014 compared to $120 thousand and $291 thousand in net charge-offs in the same prior year periods. The charge-offs were primarily the result of re-evaluations of the collateral securing classified assets.

 

Non-Interest Income.  Non-interest income increased $59 thousand in the six-month period ending September 30, 2014 compared to the six-month period ended September 20, 2013 primarily due to no losses on real estate owned for both the three and six months ending September 30, 2014.

 

Non-Interest Expenses.  Non-interest expenses increased $45 thousand for the three months and $158 thousand in the six months ending September 30, 2014 compared to the six months ended September 30, 2013 primarily due to increased salary and employee benefit and real estate owned expenses offset by decreased federal insurance premiums. The increases in real estate owned expense are related to the increased number of properties in real estate owned and the increases in professional fees are related to the ongoing collection efforts on the classified assets.

 

 
29

 

 

Liquidity Management 

 

Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities of and payments on investment securities and borrowings from the Federal Home Loan Bank of New York, Atlantic Central Bankers Bank and the Federal Reserve Bank of Philadelphia. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.

 

We regularly adjust our investments in liquid assets based upon our assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities and (4) the objectives of our asset/liability management policy.

 

Our most liquid assets are cash and cash equivalents. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At September 30, 2014, cash and cash equivalents totaled $5.2 million. At September 30, 2014, we had $3.0 million in outstanding borrowings and had arrangements to borrow up to $15.2 million from the Federal Home Loan Bank of New York and $1 million from Atlantic Central Bankers Bank.

 

At September 30, 2014, substantially all of our investment securities were classified as held to maturity. We have classified our investments in this manner, rather than as available for sale, because they were purchased primarily to provide a source of income and not to provide liquidity. We anticipate that a portion of future investments will be classified as available for sale in order to give us greater flexibility in the management of our investment portfolio.

 

A significant use of our liquidity is the funding of loan originations. At September 30, 2014, we had $550 thousand in loan commitments outstanding. We also had $5.2 million in unused lines of credit. Historically, many of the lines of credit expire without being fully drawn; therefore, the total commitment amounts do not necessarily represent future cash requirements. Another significant use of our liquidity is the funding of deposit withdrawals. Certificates of deposit due within one year of September 30, 2014 totaled $23.5 million, or 52.7% of certificates of deposit. The large percentage of certificates of deposit that mature within one year reflects customers’ hesitancy to invest their funds for long periods in the low interest rate environment. If these maturing deposits do not remain with us, we will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, we may be required to pay higher rates on such deposits or other borrowings than we currently pay on the certificates of deposit due on or before September 30, 2015. We believe, however, based on past experience that a significant portion of our certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.

 

Our primary investing activities are the origination and purchase of loans and the purchase of securities. Our primary financing activities consist of activity in deposit accounts and Federal Home Loan Bank advances. Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by us and our local competitors and other factors. We generally manage the pricing of our deposits to be competitive. Occasionally, we offer promotional rates on certain deposit products to attract deposits.

 

The Company is a separate entity and apart from the Bank and must provide for its own liquidity. As of September 30, 2014 and March 31, 2014, the Company had $716 thousand in cash and cash equivalents.  Substantially all of the Company’s cash and cash equivalents were obtained from proceeds it retained from the Bank’s mutual-to-stock conversion completed in October 2013. In addition to its operating expenses, Company may utilize its cash position for the payment of dividends or to repurchase common stock, subject to applicable restrictions.

 

The Company can receive dividends from the Bank. Payment of such dividends to the Company by the Bank is limited under federal law. The amount that can be paid in any calendar year, without prior regulatory approval, cannot exceed the retained net earnings (as defined) for the year plus the preceding two calendar years. Under the terms of its written agreement with the OCC, the Bank is not permitted to pay dividends without prior regulatory approval. In addition, at the request of the Federal Reserve, the Company has adopted resolutions that prohibit it from declaring or paying any dividends or taking any dividends or other distributions that would reduce the capital of the Bank without the prior written consent of the Federal Reserve.

 

 
30

 

 

 

Capital Management. We are subject to various regulatory capital requirements administered by the OCC, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. See note 6 of the notes to the Consolidated Financial Statements.

 

Off-Balance Sheet Arrangements. In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments and lines of credit.

 

For the quarter ended September 30, 2014, we did not engage in any off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.

 

Item 3.   Quantitative and Qualitative Disclosures About Market Risk

 

Not applicable as the Company is a smaller reporting company.

 

Item 4.   Controls and Procedures

 

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rule 13(a)-15(e) that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

Part II. Other Information

 

Item 1.     Legal Proceedings

 

Delanco Bancorp is not involved in any pending legal proceedings. Delanco Federal Savings Bank is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. Such routine legal proceedings, in the aggregate, are believed by management to be immaterial to its financial condition and results of operations.

 

Item 1A.   Risk Factors

 

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the fiscal year ended March 31, 2014, which could materially and adversely affect the Company’s business, financial condition or future results. The risks described in the Company’s Form 10-K are not the only risks that the Company faces. Additional risks and uncertainties not currently known to the Company or that that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.

 

 
31

 

 

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

 

Not applicable.

 

Item 3.     Defaults upon Senior Securities

 

Not Applicable.

 

Item 4.     Mine Safety Disclosures.

 

Not Applicable.

 

Item 5.     Other Information

 

None.

 

Item 6.     Exhibits

 

3.1

Certificate of Incorporation(1)

 

 

3.2

Bylaws(2)

 

 

4.0

Form of Specimen Stock Certificate(3)

   

31.1

Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer

   

31.2

Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer

   

32.0

Section 1350 Certification

   

101

The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Statements of Financial Condition, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income (Loss); (iv) the Consolidated Statements of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements.

________________________________

 

(1) Incorporated by reference to Exhibit 3.1 to the Company’s Form S-1 (File No. 333-189244) filed with the Commission on June 12, 2013.

(2) Incorporated by reference to Exhibit 3.2 to the Company’s Form S-1 (File No. 333-189244) filed with the Commission on June 12, 2013.

(3) Incorporated by reference to Exhibit 4.0 to the Company’s Form S-1 (File No. 333-189244) filed with the Commission on June 12, 2013.

 

 
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Signatures

 

In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

 

 

 

DELANCO BANCORP, INC.  

       
       
       
       
Dated: November 14, 2014 By:  /s/ James E. Igo  
   

James E. Igo

 
    Chairman, President and  
    Chief Executive Officer  
       
       
       
Dated: November 14, 2014 By:  /s/ Eva Modi  
    Eva Modi  
    Chief Financial Officer  

                                          

 

 

 

 

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