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Form 10-Q LOUISIANA BANCORP INC For: Jun 30

August 13, 2015 10:03 AM EDT

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-Q

 

(Mark One)

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

For the quarterly period ended June 30, 2015

OR

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

For the transition period from              to             

 

Commission file number: 001-33573

 

 

Louisiana Bancorp, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

   
Louisiana 20-8715162
(State or Other Jurisdiction of Incorporation or Organization) (I.R.S. Employer Identification No.)

 

   
1600 Veterans Memorial Boulevard, Metairie, Louisiana 70005
(Address of Principal Executive Offices) (Zip Code)

(504) 834-1190

(Registrant’s Telephone Number, Including Area Code)

 

 

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

 

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for 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 “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):

 

Large accelerated filer  ☐ Accelerated filer  ☐
Non-accelerated filer  ☐ Smaller reporting company  ☒
(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).    ☐  Yes    ☒  No

APPLICABLE ONLY TO CORPORATE ISSUERS:

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 13, 2015, there were 2,902,548 shares of the Registrant’s common stock outstanding.

 

 

 

 1 

 

 

PART I - FINANCIAL INFORMATION

Interim financial information required by Rule 10-01 of Regulation S-X and Item 303 of Regulation S-K is included in this Form 10-Q as referenced below.

 

     
   

Page

 
     
Item 1 - Financial Statements 3
     
Item 2 - Management’s Discussion and Analysis of Financial Condition and Results of Operations 24
     
Item 3 - Quantitative and Qualitative Disclosures About Market Risk 30
     
Item 4 - Controls and Procedures 30
 
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 31
     
Item 3 - Defaults Upon Senior Securities 31
     
Item 4 - Mine Safety Disclosure 31
     
Item 5 - Other Information 31
     
Item 6 - Exhibits 31
   
Signatures 32

 

 2 

 

 

LOUISIANA BANCORP, INC.

 

Consolidated Balance Sheets

 

   (unaudited)
June 30, 2015
  December 31, 2014
   (In Thousands)
Assets          
Cash and Due from Banks  $2,268   $3,016 
Short-Term Interest-Bearing Deposits   8,449    2,032 
Total Cash and Cash Equivalents   10,717    5,048 
           
Certificates of Deposit   481    481 
Securities Available-for-Sale, at Fair Value (Amortized Cost of $2,063 and $2,422, respectively)   2,355    2,733 
Securities Held-to-Maturity, at Amortized Cost (Estimated Fair Value of $36,653 and $41,269, respectively)   35,558    39,979 
           
Loans Held for Sale   2,076    620 
Loans Held for Investment   288,769    276,674 
Allowance for Loan Loss   (2,492)   (2,368)
Total Loans Receivable   288,353    274,926 
           
Accrued Interest Receivable   936    912 
Stock in Federal Home Loan Bank   3,331    3,245 
Premises and Equipment, Net   3,245    2,947 
Other Assets   3,108    3,075 
Total Assets  $348,084   $333,346 
           
Liabilities and Shareholders' Equity          
Deposits          
Non-Interest-Bearing  $22,488   $16,507 
Interest-Bearing   181,671    176,591 
Total Deposits   204,159    193,098 
           
Borrowings   77,928    75,509 
Advance Payments by Borrowers for Taxes and Insurance   4,062    4,477 
Accrued Interest Payable   111    123 
Other Liabilities   2,589    1,742 
Total Liabilities   288,849    274,949 
           
Commitments and Contigencies   -    - 
           
Shareholders' Equity          
           
Common Stock, $.01 Par Value, 40,000,000 Shares Authorized; 6,345,732 Shares Issued; 2,902,548 and 2,901,592 Outstanding, respectively   63    63 
Additional Paid-in-Capital   63,562    63,563 
Unearned ESOP Shares   (3,173)   (3,173)
Unearned Recognition and Retention Plan Shares   (317)   (327)
Treasury Stock, at Cost (3,443,184 shares and 3,444,140 shares, respectively)   (49,901)   (49,883)
Retained Earnings   48,808    47,949 
Accumulated Other Comprehensive Income   193    205 
Total Shareholders' Equity   59,235    58,397 
           
Total Liabilities and Shareholders' Equity  $348,084   $333,346 

 

See accompanying notes to unaudited consolidated financial statements.

 

 3 

 

LOUISIANA BANCORP, INC.

 

Consolidated Statements of Income (Unaudited)

 

 

 

    

For the Three Months

Ended June 30,

    

For the Six Months

Ended June 30,

 
    2015    2014    2015    2014 
    (In Thousands, Except per Share Data) 
Interest and Dividend Income                    
Loans, Including Fees  $3,013   $2,718   $5,910   $5,458 
Mortgage Backed Securities   263    349    544    723 
Investment Securities   21    14    41    42 
Other Interest-Bearing Deposits   4    7    9    11 
Total Interest and Dividend Income   3,301    3,088    6,504    6,234 
                     
Interest Expense                    
Deposits   304    392    601    781 
Borrowings   244    268    499    539 
Total Interest Expense   548    660    1,100    1,320 
                     
Net Interest Income   2,753    2,428    5,404    4,914 
                     
Provision for Loan Losses   125    44    117    65 
                     
Net Interest Income after Provision for Loan Losses   2,628    2,384    5,287    4,849 
                     
Non-Interest Income                    
Customer Service Fees   281    164    484    365 
Gain on Sale of Loans   292    182    467    323 
Gain on Sale of Securities   -    30    -    30 
Gain on Investment in SBIC   5    -    5    7 
Other Income   14    19    29    34 
Total Non-Interest Income   592   395    985   759 
                     
Non-Interest Expense                    
Salaries and Employee Benefits   1,171    1,143    2,421    2,274 
Occupancy Expense   378    379    752    739 
Louisiana Bank Shares Tax   49    48    99    96 
FDIC Insurance Premium   39    37    79    75 
Supplies & Printing   45    42    90    72 
Professional Service Fees   448    68    530    143 
Net Cost of OREO Operations   -    42    -    45 
Advertising Expense   79    83    148    147 
Other Expenses   181    150    316    287 
Total Non-Interest Expense   2,390    1,992    4,435    3,878 
                     
Income Before Income Tax Expense   830    787    1,837    1,730 
                     
Income Tax Expense   278    268    616    591 
                     
Net Income  $552   $519   $1,221   $1,139 
                     
Earnings Per Share                    
Basic  $0.22   $0.21   $0.48   $0.46 
Diluted  $0.20   $0.20   $0.45   $0.43 

 

See accompanying notes to unaudited consolidated financial statements.

 

 4 

 

 

LOUISIANA BANCORP, INC.

 

Consolidated Statements of Comprehensive Income

(Unaudited)

 

 

For the Six Months

Ended June 30,

   2015  2014
  (In Thousands)
Net Income  $1,221   $1,139 
           
Other Comprehensive Loss, Net of Tax          
Change in Unrealized Gains During the Period   (12)   (19)
           
Reclassification Adjustment for Gains          
 Included in Net Income   -    (20)
           
Total Other Comprehensive Loss   (12)   (39)
           
Comprehensive Income  $1,209   $1,100 

 

 

See accompanying notes to unaudited consolidated financial statements.

 

 5 

 

 

LOUISIANA BANCORP, INC.

 

Consolidated Statements of Changes in Shareholders' Equity (unaudited)

For the Six Months Ended June 30, 2015 and 2014

(Dollars in thousands)

 

   Common
Stock
  Additional
Paid-in
Capital
  Unearned
ESOP
Stock
  Unearned
RRP
Stock
  Treasury
Stock
  Retained
Earnings
  Accumulated
Other
Comprehensive
Income
  Total
Shareholders’
Equity
    
Balances at December 31, 2013  $63   $63,533   $(3,427)  $(368)  $(49,651)  $47,550   $239   $57,939 
Net Income - Six Months Ended June 30, 2014   -    -    -    -    -    1,139    -    1,139 
Other Comprehensive Loss, Net of Applicable Deferred Income Taxes   -    -    -    -    -    -    (39)   (39)
Dividends Paid   -    -    -    -    -    (252)   -    (252)
Stock Purchased for Treasury   -    -    -    -    (1,178)   -    -    (1,178)
RRP Shares Earned   -    2    -    10    -    -    -    12 
Stock Option Expense   -    14    -    -    -    -    -    14 
                                         
Balances at June 30, 2014  $63   $63,549   $(3,427)  $(358)  $(50,829)  $48,437   $200   $57,635 
                                         
                                         
                                         
Balances at December 31, 2014  $63   $63,563   $(3,173)  $(327)  $(49,883)  $47,949   $205   $58,397 
Net Income - Six Months Ended June 30, 2015   -    -    -    -    -    1,221    -    1,221 
Other Comprehensive Loss, Net of Applicable Deferred Income Taxes   -    -    -    -    -    -    (12)   (12)
Dividends Paid   -    -    -    -    -    (362)   -    (362)
Stock Purchased for Treasury   -    -    -    -    (91)   -    -    (91)
RRP Shares Earned   -    2    -    10    -    -    -    12 
Stock Options Exercised   -    (10)   -    -    73    -    -    63 
Stock Option Expense   -    7    -    -    -    -    -    7 
                                         
Balances at June 30, 2015  $63   $63,562   $(3,173)  $(317)  $(49,901)  $48,808   $193   $59,235 

 

See accompanying notes to unaudited consolidated financial statements.

 

 6 

 

 

LOUISIANA BANCORP, INC.

 

Consolidated Statements of Cash Flows (Unaudited)

 

   For the Six Months
Ended June 30,
   2015  2014
   (In Thousands)
Cash Flows from Operating Activities          
Net Income  $1,221   $1,139 
Adjustments to Reconcile Net Income to Net Cash Provided by Operating Activities:          
Depreciation   156    136 
Provision for Loan Losses   117    65 
Net Increase in RRP Shares Earned   12    12 
Stock Option Plan Expense   7    14 
Net Premium Amortization   35    33 
Deferred Income Tax Benefit   (19)   (152)
Gain on Sale of Securities   -    (30)
Gain on Sale of Loans   (467)   (323)
Originations of Loans Held-for-Sale   (24,067)   (8,750)
Proceeds from Sales of Loans Held-for-Sale   22,813    10,597 
Net Increase (Decrease) in Loans Held-for-Sale   1,456    (448)
(Decrease) Increase in Accrued Interest Receivable   (25)   11 
Impairment of Other Real Estate Owned   -    28 
Decrease in Other Assets   (45)   (92)
Decrease in Accrued Interest Payable   (12)   (6)
Increase in Other Liabilities   884    699 
Net Cash Provided by Operating Activities   2,066    2,933 
           
Cash Flows from Investing Activities          
Purchase of Securities Available-for-Sale   -    (1,500)
Purchase of Securities Held-to-Maturity   -    (2,883)
Proceeds from Maturities of Securities Available-for-Sale   360    4,037 
Proceeds from Maturities of Securities Held-to-Maturity   4,385    5,270 
Proceeds from Sale of Securities Available-for-Sale   -    80 
Net Increase in Loans Receivable   (13,279)   (9,226)
Purchase of Property and Equipment   (453)   (189)
Proceeds from Sale of Foreclosed Assets   -    23 
Net Increase in Investment in Federal Home Loan Bank Stock   (86)   (85)
Net Cash Used in Investing Activities   (9,073)   (4,473)

 

See accompanying notes to unaudited consolidated financial statements.

 

 7 

 

 

 

 

 

For the Six Months

Ended June 30,

   2015  2014
  (In Thousands)
Cash Flows from Financing Activities          
Increase (Decrease) in Deposits   11,062    (3,870)
Decrease in Advances by Borrowers for Taxes and Insurance   (414)   (356)
Increase in Borrowings   2,418    4,411 
Purchase of Treasury stock   (91)   (1,178)
Dividends Paid   (362)   (252)
Proceeds from Exercise of Stock Options   63    - 
           
Net Cash Provided by (Used In) Financing Activities   12,676    (1,245)
           
Net Increase (Decrease) in Cash and Cash Equivalents   5,669    (2,785)
           
Cash and Cash Equivalents, Beginning of Year   5,048    6,964 
           
Cash and Cash Equivalents, End of Period  $10,717   $4,179 
           
           
Supplemental Disclosure of Cash Flow Information          
Cash Paid During the Period:          
           
Interest  $1,113   $1,326 
           
Income Taxes  $696   $466 
           
Loans Transferred to Other Real Estate Owned During the Period  $-   $265 

 

See accompanying notes to unaudited consolidated financial statements.

 

 

 

 

 8 

 

 

LOUISIANA BANCORP, INC.

NOTES TO FINANCIAL STATEMENTS (Unaudited)

 

NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

 

BASIS OF PRESENTATION

 

The accompanying unaudited financial statements of the Company were prepared in accordance with instructions for Form 10-Q and Regulation S-X and do not include information or footnotes necessary for a complete presentation of financial condition, results of operations, and cash flows in conformity with accounting principles generally accepted in the United States (“U.S. GAAP”). However, in the opinion of management, all adjustments (consisting of normal recurring adjustments) necessary for a fair presentation of the financial statements have been included. The results of operations for the three month and six month periods ended June 30, 2015 are not necessarily indicative of the results which may be expected for the entire fiscal year.

 

NATURE OF OPERATIONS

 

Louisiana Bancorp, Inc. (the “Company”) was organized as a Louisiana corporation on March 16, 2007, for the purpose of becoming the holding company of Bank of New Orleans (the “Bank”). The Company holds all of the issued and outstanding shares of capital stock of the Bank. The Bank operates in the banking/savings and loan industry and, as such, attracts deposits from the general public and uses such deposits primarily to originate loans secured by first mortgage loans on owner-occupied single-family residences and other properties, as well as those for consumer needs.

 

On June 18, 2015, the Company entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Home Bancorp, Inc. (“Home Bancorp”). The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Home Bancorp will acquire the Company through a reverse merger of a newly created, wholly-owned subsidiary of Home Bancorp into the Company (the “Merger”). Immediately after the first merger, the Company will merge with and into Home Bancorp, with Home Bancorp being the surviving corporation. Promptly following the completion of the holding company merger, the Bank will merge into Home Bank, N.A., a national bank and wholly-owned subsidiary of Home Bancorp, with Home Bank, N.A. surviving. Subject to the terms and conditions of the Merger Agreement, upon completion of the Merger, shareholders of the Company will receive $24.25 in cash for each outstanding share of common stock of the Company. The Merger Agreement contains customary representations and warranties from both the Company and Home Bancorp, and each have agreed to customary covenants. Subject to the receipt of all required approvals, including approval by the Company’s shareholders and all required regulatory approvals, and the satisfaction of all other conditions, the Merger is expected to be completed in the fourth quarter of 2015. The Merger Agreement contains certain termination rights for the Company and Home Bancorp, as the case may be.

 

The Bank is subject to competition from other financial institutions, and is also subject to the regulations of certain Federal agencies and undergoes periodic examinations by those regulatory authorities.

 

SIGNIFICANT GROUP CONCENTRATIONS OF CREDIT RISK

 

Most of the Company’s activities are with customers located within the greater New Orleans area in Louisiana. Note 2 summarizes the types of securities in which the Company invests. Note 3 summarizes the types of lending in which the Company engages. The Company does not have any significant concentrations in any one industry or to any one customer. 

 

INVESTMENT SECURITIES

 

Securities are being accounted for in accordance with Accounting Standards Codification (“ASC”) 320-10, Investments – Debt and Equity Securities. ASC 320-10, promulgated by the Financial Accounting Standards Board (“FASB”), requires the classification of securities into one of three categories: trading, available-for-sale, or held-to-maturity. Management determines the appropriate classification of debt securities at the time of purchase and re-evaluates these classifications periodically.

 

Available-for-sale securities are stated at market value, with unrealized gains and losses, net of income taxes, reported as a separate component of accumulated other comprehensive income until realized. The amortized cost of available-for-sale debt securities is adjusted for amortization of premiums and accretion of discounts to maturity or, in the case of mortgage-backed securities, over the estimated life of the security.

 

 9 

 

Securities designated as held-to-maturity are stated at cost adjusted for amortization of the related premiums and accretion of discounts, using the interest method. The Company has the positive intent and ability to hold these securities to maturity.

 

The Company held no trading securities as of June 30, 2015 or December 31, 2014.

 

Amortization, accretion and accrued interest are included in interest income on securities. Realized gains and losses, and declines in value judged to be other than temporary, are included in net securities gains or losses. Gains and losses on the sale of securities available-for-sale are determined using the specific-identification method.

 

LOANS

 

The Company grants one-to four-family, multi-family residential, commercial, and land mortgage loans, and consumer and construction loans, and lines of credit to customers. Certain first mortgage loans are originated and sold under loan sale agreements. A substantial portion of the loan portfolio is represented by mortgage loans secured by properties located throughout the greater New Orleans area. The ability of the Company’s debtors to honor their contracts is dependent, in part, upon real estate values and general economic conditions in this area.

 

Loans are reported at their outstanding unpaid principal balance adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance.

 

When the payment of principal or interest on a loan is delinquent for more than 90 days, or earlier in some cases, the loan is placed on non-accrual status, unless the loan is in the process of collection and the underlying collateral fully supports the carrying value of the loan. If the decision is made to continue accruing interest on the loan, periodic reviews are made to confirm the accruing status of the loan. All interest accrued but not collected on loans placed in non-accrual status or on loans charged-off, is reversed against income. The interest on these loans is accounted for on the cash basis or cost-recovery method, until qualifying for return to accrual basis. Loans are returned to accrual basis when all of the principal and interest contractually due are brought current and future payments are reasonably assured.

 

The Company considers a loan to be impaired when, based upon current information and events, it believes it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. The Company’s impaired loans include performing and non-performing loans on which full payment of principal or interest is not expected. The Company calculates an allowance required for impaired loans based on the present value of expected future cash flows discounted at the loan’s effective interest rate, or at the loan’s observable market price or the fair value of its collateral.

 

ALLOWANCE FOR LOAN LOSSES

 

The allowance for loan losses is a valuation allowance available for losses incurred on loans. All losses are charged to the allowance for loan losses when the loss actually occurs or when a determination is made that a loss is likely to occur. Recoveries are credited to the allowance at the time of recovery.

 

The allowance is an amount that represents the amount of probable and reasonably estimable known and inherent losses in the loan portfolio, based on evaluations of the collectibility of loans. The evaluations take into consideration such factors as changes in the types and amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, estimated losses relating to specifically identified loans, and current economic conditions. This evaluation is inherently subjective as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows on impacted loans, value of collateral, estimated losses on our commercial and residential loan portfolios and general amounts for historical loss experience. All of these estimates may be susceptible to significant change.

 

It should be understood that estimates of future loan losses involve an exercise of judgment. While it is possible that in particular periods, the Company may sustain losses which are substantial relative to the allowance for loan losses, it is the judgment of management that the allowance for loan losses reflected in the accompanying statements of condition is appropriate under U.S. GAAP.

 

LOANS HELD-FOR-SALE

 

Loans held-for-sale include originated mortgage loans intended for sale in the secondary market, which are carried at the lower of cost or estimated market value. Loans held-for-sale are identified at the time of origination, in accordance with the Company’s interest rate risk strategy. In addition, the Company occasionally sells loans that it originates, but cannot hold, due to regulatory limitations on loans to one borrower or concentrations of credit in a particular property type or industry. 

 

 10 

 

LOAN FEES, LOAN COSTS, DISCOUNTS AND PREMIUMS

 

Loan origination and commitment fees and certain direct loan origination costs are deferred and amortized as an adjustment to the related loan’s yield using the interest method over the contractual life of the loan.

 

Discounts received in connection with mortgage loans purchased are accreted to income over the term of the loan using the interest method. Premiums on purchased loans are amortized over the term of the loan using the interest method.

 

INCOME TAXES

 

Deferred income tax assets and liabilities are reflected at currently enacted income tax rates applicable to the period in which the deferred tax assets and liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes.

 

COMPREHENSIVE INCOME

 

Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the shareholders’ equity section of the balance sheets, such items, along with income, are components of comprehensive income.

 

USE OF ESTIMATES

 

In preparing financial statements in conformity with accounting principles generally accepted in the United States of America, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities as of the date of the balance sheets and reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change relate to the determination of the allowance for losses on loans and deferred taxes.

 

 

 

 

 

 11 

 

 

NOTE 2 – SECURITIES

 

A summary of securities classified as available-for-sale at June 30, 2015 and December 31, 2014, with gross unrealized gains and losses, follows:

 

   June 30, 2015
   Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Estimated
Fair Value
   (In Thousands)
Securities Available-for-Sale
                    
Mortgage-Backed Securities                    
GNMA  $1   $-   $-   $1 
FNMA   1,207    92    -    1,299 
FHLMC   722    52    -    774 
    1,930    144    -    2,074 
Equity Securities   133    148    -    281 
                     
Total  $2,063   $292   $-   $2,355 

 

 

   December 31, 2014
   Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Estimated
Fair Value
   (In Thousands)
Securities Available-for-Sale
                    
Mortgage-Backed Securities                    
GNMA  $1   $-   $-   $1 
FNMA   1,426    106    -    1,532 
FHLMC   862    63    -    925 
    2,289    169    -    2,458 
Equity Securities   133    142    -    275 
                     
Total  $2,422   $311   $-   $2,733 

 

 12 

 

A summary of securities classified as held-to-maturity at June 30, 2015 and December 31, 2014, with gross unrealized gains and losses, follows:  

 

   June 30, 2015
   Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Estimated
Fair Value
   (In Thousands)
Securities Held-to-Maturity
                    
Mortgage-Backed Securities                    
GNMA  $2,237   $76   $-   $2,313 
FNMA   12,271    557    -    12,828 
FHLMC   3,938    358    -    4,296 
    18,446   991   -   19,437 
                     
Collateralized Mortgage Obligations                    
FNMA   6,315    30    -    6,345 
FHLMC   7,918    76    -    7,994 
    14,233   106   -   14,339 
                     
Municipal Bond Obligations                    
General Obligation Bonds   2,879    23    (25)   2,877 
Total  $35,558   $1,120   $(25)  $36,653 

 

 

   December 31, 2014
   Amortized
Cost
  Gross
Unrealized
Gains
  Gross
Unrealized
Losses
  Estimated
Fair Value
   (In Thousands)
Securities Held-to-Maturity                    
Mortgage-Backed Securities                    
GNMA  $2,426   $85   $-   $2,511 
FNMA   13,989    667    -    14,656 
FHLMC   4,572    427    -    4,999 
    20,987   1,179   -   22,166 
                     
Collateralized Mortgage Obligations                    
FNMA   7,162    5    (12)   7,155 
FHLMC   8,949    58    -    9,007 
    16,111   63   (12)   16,162 
                     
Municipal Bond Obligations                    
General Obligation Bonds   2,881    60    -    2,941 
Total  $39,979   $1,302   $(12)  $41,269 

 

 

 

 13 

 

The following table reflects the amortized cost and fair value of available-for-sale and held-to-maturity securities by contractual maturity, and of our equity securities (which do not have maturities), as of June 30, 2015. Actual maturities will differ from contractual maturities because borrowers have the right to put or prepay obligations with or without call or prepayment penalties.

 

   Available-for-Sale Securities  Held-to-Maturity Securities
   Amortized
Cost
  Estimated
Fair Value
  Amortized
Cost
  Estimated
Fair Value
   (In Thousands)
Amounts Maturing in:                    
Less than One Year  $-   $-   $-   $- 
One to Five Years   891    941    1,492    1,562 
Five to Ten Years   1,039    1,133    2,871    3,072 
Over Ten Years   -    -    31,195    32,019 
    1,930    2,074    35,558    36,653 
                     
                     
Equity Securities   133    281    -    - 
                     
Total  $2,063   $2,355   $35,558   $36,653 

 

At June 30, 2015 and December 31, 2014, the Company held no available-for-sale securities that had unrealized losses. The following table reflects our held-to-maturity securities with unrealized losses at June 30, 2015 and December 31, 2014.

 

   Held-to-Maturity
   Losses Less Than 12 Months  Losses Greater Than 12 Months
   Gross
Unrealized
Losses
  Estimated
Fair
Value
  Gross
Unrealized
Losses
  Estimated
Fair
Value
   (In Thousands)
June 30, 2015            
                     
Collateralized Mortgage Obligations                    
FNMA  $-   $-   $-   $- 
FHLMC   -    -    -    - 
    -    -    -    - 
Municipal Obligations                    
General Obligation Bonds   25    1,181    -    - 
Total  $25   $1,181   $-   $- 
                     
                     
December 31, 2014                    
                     
Collateralized Mortgage Obligations                    
FNMA  $12   $4,776   $-   $- 
FHLMC   -    -    -    - 
    12    4,776    -    - 
                     
Municipal Obligations                    
General Obligation Bonds   -    -           
Total  $12   $4,776   $-   $- 

 

 

 14 

 

 

NOTE 3 – LOANS

 

The following table summarizes the composition of our total net loans receivable:

 

  June 30, 2015  December 31, 2014
  (In Thousands)
Loans Secured by Mortgages on Real Estate          
1-4 Family Residential  $163,044   $161,134 
Home Equity Loans and Lines   38,867    32,346 
Multi-family Residential   22,174    20,844 
Commercial Real Estate   65,374    61,874 
Land   99    17 
           
Total Loans Secured by Real Estate   289,558    276,215 
           
Consumer and Other Loans          
Loans Secured by Deposits   382    350 
Other   504    332 
           
Total Consumer and Other Loans   886    682 
           
Less:          
Allowance for Loan Losses   (2,492)   (2,368)
Net Deferred Loan Origination Fees/Costs   401    397 
           
Total Loans, Net  $288,353   $274,926 

 

A summary of our current, past due and nonaccrual loans as of June 30, 2015 and December 31, 2014 follows:

 

June 30, 2015  30-89 Days
Past Due
  90 Days
or More
Past Due
and Accruing
  Nonaccrual
Loans
  Total
Past Due
  Current
Loans
  Total
Loans
Real Estate Secured Loans  (In Thousands)
1-4 Family Residential  $-   $-   $696   $696   $162,348   $163,044 
Home Equity Loans and Lines   14    -    84    98    38,769    38,867 
Multi-family Residential   -    -    -    -    22,174    22,174 
Commercial Real Estate   -    -    719    719    64,655    65,374 
Land   -    -    -    -    99    99 
Consumer and Other Loans   -    -    5    5    881    886 
                               
Total  $14   $-   $1,504   $1,518   $288,926   $290,444 

 

 

December 31, 2014  30-89 Days
Past Due
  90 Days
or More
Past Due
and Accruing
  Nonaccrual
Loans
  Total
Past Due
  Current
Loans
  Total
Loans
Real Estate Secured Loans  (in Thousands)
1-4 Family Residential  $807   $-   $102   $909   $160,225   $161,134 
Home Equity Loans and Lines   18    -    76    94    32,252    32,346 
Multi-family Residential   -    -    -    -    20,844    20,844 
Commercial Real Estate   -    -    783    783    61,091    61,874 
Land   -    -    -    -    17    17 
Consumer and Other Loans   -    -    -    -    682    682 
                               
Total  $825   $-   $961   $1,786   $275,111   $276,897 

 

 15 

 

An analysis of the allowance for loan losses follows:

 

 
 
 
 
Six Months Ended
June 30, 2015
 
 
Year Ended
December 31, 2014
   (In Thousands)
       
Balance, Beginning of Period  $2,368   $2,221 
Provision for Loan Losses   117    189 
Charge-Offs   (14)   (113)
Loan Recoveries   21    71 
Balance, End of Period  $2,492   $2,368 

 

The following table details the activity in the allowance for loan losses by portfolio segment for the six months ended June 30, 2015 and June 30, 2014.

 

   Real Estate Secured Mortgage Loans      
June 30, 2015  1-4 Family
Residential
  Home Equity
Loans/Lines
  Multi-Family
Residential
  Commercial  Land  Consumer
and Other
  Total
   (In Thousands)
Balance, Beginning of Year  $1,326   $288   $184   $563   $1   $6   $2,368 
Provision for Loan Losses   1    62    10    31    -    13    117 
Charge-Offs   -    (2)   -    -    -    (12)   (14)
Recoveries of prior charge-offs   7    9    -    -    -    5    21 
                                    
Balance, End of Period  $1,334   $357   $194   $594   $1   $12   $2,492 
                                    
Ending Balance Allocated to:                                   
Loans individually evaluated for impairment  $15   $10   $-   $-   $-   $5   $30 
Loans collectively evaluated for impairment   1,319    347    194    594    1    7    2,462 
   $1,334   $357   $194   $594   $1   $12   $2,492 
                                    
Ending Loan Balance Disaggregated by Evaluation Method                                   
Loans individually evaluated for impairment  $696   $84   $-   $719   $-   $5   $1,504 
Loans collectively evaluated for impairment   162,348    38,783    22,174    64,655    99    881    288,940 
   $163,044   $38,867   $22,174   $65,374   $99   $886   $290,444 

 

 

   Real Estate Secured Mortgage Loans      
June 30, 2014  1-4 Family
Residential
  Home Equity
Loans/Lines
  Multi-Family
Residential
  Commercial  Land  Consumer
and Other
  Total
   (In Thousands)
Balance, Beginning of Year  $1,126   $253   $190   $642   $2   $8   $2,221 
Provision for Loan Losses   51    31    (12)   (1)   (1)   (3)   65 
Charge-Offs   -    (1)   -    (99)   -    (9)   (109)
Recoveries of prior charge-offs   7    3    -    -    -    11    21 
                                    
Balance, End of Period  $1,184   $286   $178   $542   $1   $7   $2,198 
                                    
Ending Balance Allocated to:                                   
Loans individually evaluated for impairment  $-   $-   $-   $-   $-   $-   $- 
Loans collectively evaluated for impairment   1,184    286    178    542    1    7    2,198 
   $1,184   $286   $178   $542   $1   $7   $2,198 
                                    
Ending Loan Balance Disaggregated by Evaluation Method                                   
Loans individually evaluated for impairment  $112   $95   $-   $847   $-   $-   $1,054 
Loans collectively evaluated for impairment   145,265    31,843    20,190    58,053    18    852    256,221 
   $145,377   $31,938   $20,190   $58,900   $18   $852   $257,275 

 

 16 

 

A summary of the loans evaluated for possible impairment follows:

 

  June 30, 2015  December 31, 2014
  (In Thousands)
Impaired Loans Requiring a Loss Allowance  $133   $111 
Impaired Loans not Requiring a Loss Allowance   1,371    850 
           
Total Impaired Loans  $1,504   $961 
           
Loss Allowance on Impaired Loans  $30   $17 

 

At June 30, 2015 and December 31, 2014, all impaired loans were on nonaccrual status. The Bank did not hold any renegotiated loans on these dates. The amount of foregone interest on nonaccrual loans at June 30, 2015 and December 31, 2014, was approximately $38,000 and $9,000, respectively.

 

The following table summarizes our impaired loans by portfolio segment as of the dates indicated.

  

As of June 30, 2015  Recorded
Investment
  Unpaid
Principal
Balance
  Related
Allowance
  Average
Recorded
Investment
YTD
  Interest
Income
Recognized
Impaired loans with no related allowance:  (In Thousands)
Loans Secured by Mortgages on Real Estate                         
1-4 Family Residential  $604   $604   $-   $606   $- 
Home Equity Loans and Lines   48    48    -    44    - 
Multi-family Residential   -    -    -    -    - 
Commercial Real Estate   719    719    -    735    - 
Land   -    -    -    -    - 
Consumer and Other Loans   -    -    -    -    - 
                          
Total  $1,371   $1,371   $-   $1,385   $- 
                          
Impaired loans with a related allowance:                         
Loans Secured by Mortgages on Real Estate                         
1-4 Family Residential  $92   $92   $15   $92   $- 
Home Equity Loans and Lines   36    36    10    36    - 
Multi-family Residential   -    -    -    -    - 
Commercial Real Estate   -    -    -    -    - 
Land   -    -    -    -    - 
Consumer and Other Loans   5    5    5    3    - 
                          
Total  $133   $133   $30   $131   $- 
                          
Total Impaired Loans                         
Loans Secured by Mortgages on Real Estate                         
1-4 Family Residential  $696   $696   $15   $698   $- 
Home Equity Loans and Lines   84    84    10    80    - 
Multi-family Residential   -    -    -    -    - 
Commercial Real Estate   719    719    -    735    - 
Land   -    -    -    -    - 
Consumer and Other Loans   5    5    5    3    - 
                          
Total  $1,504   $1,504   $30   $1,516   $- 

 

 

 17 

 

 

As of December 31, 2014  Recorded
Investment
  Unpaid
Principal
Balance
  Related
Allowance
  Average
Recorded
Investment
YTD
  Interest
Income
Recognized
Impaired loans with no related allowance:  (In Thousands)
Loans Secured by Mortgages on Real Estate                         
1-4 Family Residential  $10   $10   $-   $53   $- 
Home Equity Loans and Lines   57    57    -    70    4 
Multi-family Residential   -    -    -    -    - 
Commercial Real Estate   783    783    -    953    - 
Land   -    -    -    -    - 
Consumer and Other Loans   -    -    -    -    - 
                          
Total  $850   $850   $-   $1,076   $4 
                          
Impaired loans with a related allowance:                         
Loans Secured by Mortgages on Real Estate                         
1-4 Family Residential  $92   $92   $15   $18   $1 
Home Equity Loans and Lines   19    19    2    4    1 
Multi-family Residential   -    -    -    -    - 
Commercial Real Estate   -    -    -    40    - 
Land   -    -    -    -    - 
Consumer and Other Loans   -    -    -    -    - 
                          
Total  $111   $111   $17   $62   $2 
                          
Total Impaired Loans                         
Loans Secured by Mortgages on Real Estate                         
1-4 Family Residential  $102   $102   $15   $71   $1 
Home Equity Loans and Lines   76    76    2    74    5 
Multi-family Residential   -    -    -    -    - 
Commercial Real Estate   783    783    -    993    - 
Land   -    -    -    -    - 
Consumer and Other Loans   -    -    -    -    - 
                          
Total  $961   $961   $17   $1,138   $6 

 

 

 18 

 

 

      The following table summarizes the credit grades assigned by the Company to our loan portfolio as of June 30, 2015 and December 31, 2014. Additional information related to the criteria used to assess these risk ratings can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014. These balances are presented gross of any allowance for loan loss.

 

   Real Estate Secured Mortgage Loans      
June 30, 2015  1-4 Family
Residential
  Home Equity
Loans/Lines
  Multi-Family
Residential
  Commercial  Land  Consumer
and Other
  Total
Credit Classification:  (In Thousands)
Pass  $162,348   $38,783   $22,174   $64,655   $99   $881   $288,940 
Special Mention   -    -    -    -    -    -    - 
Substandard   681    74    -    719    -    -    1,474 
Doubtful   -    -    -    -    -    -    - 
Loss   15    10    -    -    -    5    30 
Total  $163,044   $38,867   $22,174   $65,374   $99   $886   $290,444 

 

 

   Real Estate Secured Mortgage Loans      
December 31, 2014  1-4 Family
Residential
  Home Equity
Loans/Lines
  Multi-Family
Residential
  Commercial  Land  Consumer
and Other
  Total
Credit Classification:  (In Thousands)
Pass  $160,127   $32,022   $20,844   $61,091   $17   $682   $274,783 
Special Mention   307    248    -    -    -    -    555 
Substandard   685    74    -    783    -    -    1,542 
Doubtful   -    -    -    -    -    -    - 
Loss   15    2    -    -    -    -    17 
Total  $161,134   $32,346   $20,844   $61,874   $17   $682   $276,897 

 

NOTE 4 – EARNINGS PER COMMON SHARE

 

Earnings per common share (“EPS”) are computed using the weighted average number of shares outstanding as prescribed in FASB ASC 260-10, Earnings per Share. Net income is divided by the weighted average number of shares outstanding during the period to calculate basic net earnings per common share. Diluted earnings per common share are calculated to give effect to dilutive stock options.

 

   Three Months Ended
June 30,
  Six Months Ended
June 30,
   2015  2014  2015  2014
             
Net Income  $552,000   $519,000   $1,221,000   $1,139,000 
                     
Weighted Average Shares Issued   6,345,732    6,345,732    6,345,732    6,345,732 
Weighted Average Unearned ESOP Shares   (317,289)   (342,672)   (317,289)   (342,672)
Weighted Average Unearned RRP Shares   (25,598)   (28,898)   (25,799)   (29,099)
Weighted Average Treasury Shares   (3,441,661)   (3,501,464)   (3,441,595)   (3,489,556)
                     
Weighted Average Shares Outstanding for Basic EPS   2,561,184    2,472,698    2,561,049    2,484,405 
                     
Earnings per Share, Basic  $0.22   $0.21   $0.48   $0.46 
                     
                     
Weighted Average Shares Outstanding for Basic EPS   2,561,184    2,472,698    2,561,049    2,484,405 
Effect of Dilutive Securities   144,176    174,790    146,422    167,552 
Weighted Average Shares Outstanding for Diluted EPS   2,705,360    2,647,488    2,707,471    2,651,957 
                     
Earnings per Share, Diluted  $0.20   $0.20   $0.45   $0.43 

 

 19 

 

NOTE 5 – REGULATORY CAPITAL

 

The federal banking agencies have adopted regulations that substantially amend the capital regulations currently applicable to us. These regulations implement the Basel III regulatory capital reforms and changes required by the Dodd-Frank Act.

 

Effective January 1, 2015 (with some changes transitioned into full effectiveness over two to four years), the Bank became subject to new capital requirements adopted by the OCC. These new requirements create a new required ratio for common equity Tier 1 ("CETI") capital, increase the leverage and Tier 1 capital ratios, change the risk weight of certain assets for purposes of the risk-based capital ratios, create an additional capital conservation buffer over the required capital ratios and change what qualifies as capital for purposes of meeting these various capital requirements. Beginning in 2016, failure to maintain the required capital conservation buffer will limit the ability of the Bank to pay dividends, repurchase shares or pay discretionary bonuses. The Company is exempt from consolidated capital requirements as those requirements do not apply to certain small bank holding companies with assets under $1 billion.

 

Under the new capital regulations, the minimum capital ratios are: (1) CETI capital ratio of 4.5% of risk-weighted assets; (2) a Tier 1 capital ratio of 6.0% of risk-weighted assets; (3) a total capital ratio of 8.0% of risk-weighted assets; and (4) a leverage ratio of 4.0%. CETI generally consists of common stock and retained earnings, subject to applicable regulatory adjustments and deductions.

 

There are a number of changes in what constitutes regulatory capital, some of which are subject to transition periods. These changes include the phasing-out of certain instruments as qualifying capital. The Bank does not use any of these instruments. Under the new requirements for total capital, Tier 2 capital is no longer limited to the amount of Tier 1 capital included in total capital. Mortgage servicing rights, certain deferred tax assets and investments in unconsolidated subsidiaries over designated percentages of CETI will be deducted from capital. The Bank has elected to permanently opt-out of the inclusion of accumulated other comprehensive income in our capital calculations, as permitted by the regulations. This opt-out will reduce the impact of market volatility on our regulatory capital levels.

 

The new requirements also include changes in the risk-weights of assets to better reflect credit risk and other risk exposures. These include a 150% risk weight (increased from 100%) for certain high volatility commercial real estate acquisition, development and construction loans and for non-residential mortgage loans that are 90 days past due or otherwise in non-accrual status; a 20% (increased from 0%) credit conversion factor for the unused portion of a commitment with an original maturity of one year or less that is not unconditionally cancellable; a 250% risk weight (increased from 100%) for mortgage servicing and deferred tax assets that are not deducted from capital; and increased risk weights (0% to 600%) for equity exposures.

 

In addition to the minimum CETI, Tier 1 and total capital ratios, the Bank will have to maintain a capital conservation buffer consisting of additional CETI capital greater than 2.5% of risk-weighted assets above the required minimum levels in order to avoid limitations on paying dividends, engaging in share repurchases, and paying discretionary bonuses based on percentages of eligible retained income that could be utilized for such actions. This new capital conservation buffer requirement will be phased in beginning in January 2016 at 0.625% of risk-weighted assets and increasing each year until fully implemented in January 2019.

 

The OCC's prompt corrective action standards changed effective January 1, 2015. Under the new standards, in order to be considered well-capitalized, the Bank must have a CETI ratio of 6.5% (new), a Tier 1 ratio of 8.0% (increased from 6.0%), a total risk-based capital ratio of 10.0% (unchanged) and a leverage ratio of 5.0% (unchanged). The Bank meets all these new requirements, including the full capital conservation buffer.

 

 

 20 

 

The Bank’s actual capital amounts and ratios and those required by the regulatory standards in effect as of the dates presented are as follows:

 

   Actual  Minimum for Adequacy
Purposes
  Minimum to be Well
Capitalized Under
Prompt Corrective
Action Provisions
   Amount  Ratio  Amount  Ratio  Amount  Ratio
   (Dollars In Thousands)
June 30, 2015                              
Core/Leverage Capital  $49,650    14.88%  $13,348    4.00%  $16,685    5.00%
CET1 Capital   49,650    23.30%   9,588    4.50%   13,849    6.50%
Tier 1 Risk-Based Capital   49,650    23.30%   12,783    6.00%   17,045    8.00%
Total Risk-Based Capital   52,142    24.47%   17,045    8.00%   21,306    10.00%
                               
December 31, 2014                              
Core/Leverage Capital  $48,054    14.46%  $9,970    3.00%  $16,617    5.00%
Tier 1 Risk-Based Capital   48,054    23.79%   8,081    4.00%   12,121    6.00%
Total Risk-Based Capital   50,422    24.96%   16,162    8.00%   20,202    10.00%

 

The Bank’s capital under accounting principles generally accepted in the United States (“GAAP”) is reconciled to its regulatory capital as follows:

 

  June 30, 2015  December 31, 2014
  (In Thousands)
Capital Under GAAP  $49,733   $48,150 
Unrealized Gains on Available-for-Sale Securities   (83)   (96)
Tier 1 Capital and CET1 Capital   49,650    48,054 
           
Allowance for Loan Losses   2,492    2,368 
Total Risk-Based Capital  $52,142   $50,422 

 

NOTE 6 – FAIR VALUE OF FINANCIAL INSTRUMENTS

 

The Company follows the guidance provided in FASB ASC 820, Fair Value Measurements, for all financial assets and liabilities and nonfinancial assets and liabilities that are recognized at fair value in the financial statements. FASB ASC 820 defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements.

 

FASB ASC 820 defines fair value as the price that would be received upon sale of an asset or paid upon transfer of a liability in an orderly transaction between market participants at the measurement date and in the principal or most advantageous market for that asset or liability. The fair value should be calculated based on assumptions that market participants would use in pricing the asset or liability, not on assumptions specific to the entity. In addition, the fair value of liabilities should include consideration of non-performance risk including our own credit risk.

 

In addition to defining fair value, FASB ASC 820 expands the disclosure requirements regarding fair value and establishes a fair value hierarchy for valuation inputs. The hierarchy prioritizes the inputs into three levels based on the extent to which inputs used in measuring fair value are observable in the market. The level in the fair value hierarchy within which a fair value measurement falls is determined based on the lowest level input that is significant to the fair value measurement in its entirety. These levels are:

 

·Level 1 - Quoted prices for identical assets or liabilities in active markets.
  
·Level 2 - Observable inputs other than quoted prices included within Level 1, such as quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, or other inputs that are observable in the market or can be corroborated by observable market data

 

 21 

 

 

 

·Level 3 - Inputs are generally unobservable and typically reflect management’s estimates of assumptions that market participants would use in pricing the asset or liability. The fair values are therefore determined using model-based techniques that include option pricing models, discounted cash flow models, and similar techniques.

 

The following table presents the Company’s assets measured at fair value on a recurring basis at June 30, 2015 and December 31, 2014. All of the mortgage-backed securities reported at fair value on June 30, 2015, and December 31, 2014, were secured by first mortgage loans on residential real estate.

 

   Fair Value Measurements
June 30, 2015  Total  (Level 1)  (Level 2)  (Level 3)
Assets:  (In Thousands)
Available-for-Sale Securities                    
Mortgage-Backed Securities  $2,074   $-  $2,074   $- 
Equity Securities   281    281    -    - 
Loans Held-for-Sale   2,076    -    2,076    - 
                     
Total  $4,431   $281   $4,150   $- 

 

 

   Fair Value Measurements
December 31, 2014  Total  (Level 1)  (Level 2)  (Level 3)
Assets:  (In Thousands)
Available-for-Sale Securities                    
Mortgage-Backed Securities  $2,458   $-   $2,458   $- 
Equity Securities   275    275    -    - 
Loans Held-for-Sale   620    -    620    - 
                     
Total  $3,353   $275   $3,078   $- 

 

The Company did not record any liabilities at fair market value for which measurement of the fair value was made on a recurring basis at June 30, 2015 or December 31, 2014.

 

The following table presents the Company’s assets measured at fair value on a non-recurring basis at June 30, 2015 and December 31, 2014.

 

   Fair Value Measurements
June 30, 2015  Total  (Level 1)  (Level 2)  (Level 3)
Assets:  (In Thousands)
Impaired Loans, Net of Allowance  $1,474   $-   $-   $1,474 
                     
Total  $1,474   $-   $-   $1,474 

 

 

   Fair Value Measurements
December 31, 2014  Total  (Level 1)  (Level 2)  (Level 3)
Assets:  (In Thousands)
Impaired Loans, Net of Allowance  $944   $-   $-   $944 
                     
Total  $944   $-   $-   $944 

 

The Company did not record any liabilities at fair market value for which measurement of the fair value was made on a non-recurring basis at June 30, 2015 or December 31, 2014.

 

 22 

 

FASB ASC 825, Financial Instruments, requires disclosure of the fair value of financial instruments for which it is practical to estimate. Included in this disclosure are the methods and significant assumptions used to estimate the fair value of financial instruments. A detailed description of the valuation methodologies used in estimating the fair value of the financial instruments can be found in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

   June 30, 2015  December 31, 2014
   Carrying
Amount
  Fair
Value
  Carrying
Amount
  Fair
Value
   (In Thousands)
Financial Assets                    
Cash and Cash Equivalents  $10,717   $10,717   $5,048   $5,048 
Certificates of Deposit   481    478    481    482 
Securities   37,913    39,008    42,712    44,002 
                     
Loans   290,844    295,254    277,294    281,908 
Less Allowance for Loan Losses   (2,492)   (2,492)   (2,368)   (2,368)
Loans, Net of Allowance   288,352   292,762    274,926    279,540 
                     
Federal Home Loan Bank Stock   3,331    3,331    3,245    3,245 
                     
Financial Liabilities                    
Deposits  $204,159   $205,333   $193,098   $204,304 
Borrowings   77,928    77,669    75,509    74,538 
                     
Unrecognized Financial Instruments                    
Commitments to Extend Credit  $43,030   $43,132   $47,017   $47,154 

 

NOTE 7 – SUBSEQUENT EVENTS

 

In accordance with FASB ASC 855, Subsequent Events, the Company evaluates events and transactions that occur after the balance sheet date for potential recognition in the financial statements. The effect of all subsequent events that provide additional evidence of conditions that existed at the balance sheet date are recognized in the financial statements as of June 30, 2015. In preparing these financial statements, the Company evaluated the events and transactions that occurred through the date these financial statements were issued.

 

 

 

 

 

 23 

 

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

 

Forward-Looking Statements

 

This Quarterly Report on Form 10-Q contains certain forward-looking statements and information relating to the Company and the Bank that are based on the beliefs of management as well as assumptions made by and information currently available to management. In addition, in portions of this document the words “anticipate,” “believe,” “estimate,” “expect,” “intend,” “should” and similar expressions or the negative thereof, as they relate to the Company or the Bank or their management, are intended to identify forward-looking statements. Such statements reflect the current views of the Company and/or the Bank with respect to forward-looking events and are subject to certain risks, uncertainties and assumptions. Should one or more of these risks or uncertainties materialize or should underlying assumptions prove incorrect, actual results may vary materially from those described herein as anticipated, believed, estimated, expected or intended. The Company does not intend to update these forward-looking statements.

 

General

 

The Company’s results of operations are primarily dependent on the results of the Bank, which is a wholly owned subsidiary of the Company. The Bank’s results of operations depend, to a large extent, on net interest income, which is the difference between the income earned on its loan and investment portfolios and the cost of funds, consisting of the interest paid on deposits and borrowings. Results of operations are also affected by provisions for, or recoveries from, the allowance for loan losses, fee income and other non-interest income and non-interest expense. Non-interest expense principally consists of compensation and employee benefits, office occupancy and equipment expense, data processing, advertising and business promotion and other expense. Our results of operations are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, government policies and actions of regulatory authorities. Future changes in applicable law, regulations or government policies may materially impact our financial condition and results of operations.

 

On June 18, 2015, the Company announced the signing of a definitive Agreement and Plan of Merger with Home Bancorp, Inc. (“Home Bancorp”) under which Home Bancorp will acquire all outstanding shares of common stock of the Company in a cash transaction whereby shareholders of the Company will be entitled to receive $24.25 in cash for each share of common stock they own. For further information on the Company’s proposed merger with Home Bancorp, see Note 1 in the Notes to the Unaudited Consolidated Financial Statements included in Item 1 herein.

 

Critical Accounting Policies

 

In reviewing and understanding financial information for the Company, you are encouraged to read and understand the significant accounting policies used in preparing our financial statements. These policies are described in Note 1 of the notes to our financial statements. The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the periods presented. The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the period or in future periods.

 

Allowance for Loan Losses. The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. Subsequent recoveries are added to the allowance. The allowance is an amount that represents the amount of probable and reasonably estimable known and inherent losses in the loan portfolio, based on evaluations of the collectibility of loans. The evaluations take into consideration such factors as changes in the types and amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, estimated losses relating to specifically identified loans, and current economic conditions. This evaluation is inherently subjective as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows on impacted loans, the value of collateral, estimated losses on our commercial and residential loan portfolios and general amounts for historical loss experience. All of these estimates may be susceptible to significant change.

 

While management uses the best information available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance. Historically, our estimates of the allowance for loan loss have not required significant adjustments from management’s initial estimates. In addition, the Office of the Comptroller of the Currency, as an integral part of its examination processes, periodically reviews our allowance for loan losses. The Office of the Comptroller of the Currency may require the recognition of adjustments to the allowance for loan losses based on its judgment of information available to it at the time of its examinations. To the extent that actual outcomes differ from management’s estimates, additional provisions to the allowance for loan losses may be required that would adversely impact earnings in future periods.

 

 24 

 

Income Taxes. We make estimates and judgments to calculate some of our tax liabilities and determine the recoverability of some of our deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenues and expenses. We also estimate a reserve for deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. These estimates and judgments are inherently subjective. Historically, our estimates and judgments to calculate our deferred tax accounts have not required significant revision to our initial estimates.

 

In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including our past operating results, recent cumulative losses and our forecast of future taxable income. In determining future taxable income, we make assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require us to make judgments about our future taxable income and are consistent with the plans and estimates we use to manage our business. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.

 

Comparison of Financial Condition at June 30, 2015 and December 31, 2014

 

Total assets were $348.1 million at June 30, 2015, an increase of $14.7 million compared to December 31, 2014. During the first six months of 2015, cash and cash equivalents increased by $5.7 million, securities available-for-sale decreased by $378,000 and securities held-to-maturity decreased by $4.4 million. Net loans receivable were $288.4 million at June 30, 2015, an increase of $13.4 million compared to December 31, 2014. During the first six months of 2015, single-family mortgage loans increased by $1.9 million, home equity loans and lines of credit increased by $6.5 million, mortgage loans secured by multifamily properties increased by $1.3 million, and mortgage loans secured by commercial real estate increased by $3.5 million.

 

Total impaired loans were $1.5 million at June 30, 2015, an increase of $543,000 compared to December 31, 2014. At each of these dates our total impaired loans were comprised solely of nonaccrual loans. Additionally, as of each of these dates, we held no other real estate owned. Total non-performing loans expressed as a percentage of total loans were 0.53% and 0.35%, respectively, and total non-performing assets expressed as a percentage of total assets were 0.43% and 0.29% respectively, as of June 30, 2015 and December 31, 2014.

 

During the first six months of 2015, total deposits increased by $11.1 million, to $204.2 million at June 30, 2015 compared to $193.1 million at December 31, 2014. Total noninterest-bearing deposit accounts increased by $6.0 million and total interest-bearing deposit accounts increased by $5.1 million during this time. The growth in noninterest-bearing deposits was attributed to our direct marketing efforts in the areas surrounding our branch locations, while the increase in interest-bearing accounts was attributed to internet marketing efforts. FHLB advances were $77.9 million at June 30, 2015, an increase of $2.4 million compared to December 31, 2014.

 

Total shareholders’ equity was $59.2 million at June 30, 2015, an increase of $838,000 compared to December 31, 2014. During the first six months of 2015, total shareholders’ equity was increased by net income of $1.2 million and the issuance of 5,000 shares at a net cost of $63,000 upon the exercise of stock options. These increases were partially offset by the payment of two quarterly cash dividends of $0.07 per share, or $362,000 in the aggregate. The Bank’s Tier 1 leverage ratio, Tier 1 risk-based capital ratio, and total risk-based capital were 14.88%, 23.30%, and 24.47%, respectively, at June 30, 2015.

 

 25 

 

Comparison of Our Operating Results for the Three Months and Six Months Ended June 30, 2015 and 2014

 

General. Net income for the quarter ended June 30, 2015 was $552,000, or $0.20 per diluted share, an increase of $33,000 from the second quarter of 2014. Net interest income was $2.8 million during the second quarter of 2015, an increase of $325,000 compared to the second quarter of 2014. In addition, our non-interest income increased by $197,000 in the second quarter of 2015 compared to the second quarter of 2014. These increases were partially offset by an $81,000 increase in our provision for loan losses and a $398,000 increase in our non-interest expense between the respective quarterly periods ended June 30, 2015 and 2014.

 

For the six months ended June 30, 2015, the Company reported net income of $1.2 million, or $0.45 per diluted share, an increase of $82,000 compared to the six months ended June 30, 2014. Net interest income was $5.4 million for the six months ended June 30, 2015, an increase of $490,000 compared to the six months ended June 30, 2014. Our average interest rate spread was 3.12% and 2.94%, respectively, and our net interest margin was 3.31% and 3.19%, respectively, for the six month periods ended June 30, 2015 and 2014. Non-interest income increased by $226,000 to $985,000 while non-interest expense increased by $557,000 to $4.4 million during the first six months of 2015 compared to the first six months of 2014.

 

Average Balances, Net Interest Income, and Yields Earned and Rates Paid. The following tables show for the periods indicated the total dollar amount of interest income from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. Tax-exempt income and yields have not been adjusted to a tax-equivalent basis. All average balances are based on monthly balances. Management does not believe that the monthly averages differ significantly from what the daily averages would be.

 

 26 

 

 

   Three months Ended June 30,
   2015  2014
   Average
Balance
  Interest  Average
Yield/
Rate
  Average
Balance
  Interest  Average
Yield/
Rate
   (Dollars in Thousands)
Interest-Earning Assets:                              
Loans Receivable (1)  $282,237   $3,013    4.27%  $250,783   $2,718    4.34%
Mortgage-backed Securities   35,996    263    2.92%   47,337    349    2.95%
Investment Securities   3,161    21    2.66%   1,501    14    3.73%
Other Interest-Earning Assets   7,423    4    0.22%   8,226    7    0.34%
Total Interest-Earning Assets   328,817    3,301    4.02%   307,847    3,088    4.01%
                               
Non-Interest Earning Assets   9,173              8,796           
                               
Total Assets  $337,990             $316,643           
                               
Interest-Bearing Liabilities:                              
Passbook, Checking and Money Market Accounts  $88,442    57    0.26%  $62,454    36    0.23%
Certificates of Deposit   95,593    247    1.03%   122,518    356    1.16%
Total Interest-Bearing Deposits   184,035    304    0.66%   184,972    392    0.85%
                               
Borrowings   70,762    244    1.38%   52,848    268    2.03%
Total Interest-Bearing Liabilities   254,797    548    0.86%   237,820    660    1.11%
                               
Non-Interest Bearing Liabilities   24,071              21,006           
                               
Total Liabilities   278,868              258,826           
                               
Stockholders' Equity   59,122              57,817           
                               
Total Liabilities and Stockholders' Equity  $337,990             $316,643           
                               
Net Interest-Earning Assets  $74,020             $70,027           
                               
Net Interest Income; Average Interest Rate Spread       $2,753    3.16%       $2,428    2.90%
                               
Net Interest Margin (2)             3.35%             3.15%
                               
Average Interest-Earning Assets to Average Interest-Bearing Liabilities             129.05%             129.45%

________________________________

(1) Includes nonaccrual loans during the respective periods. Calculated net of deferred fees/costs and allowance for loan losses.
(2) Equals net interest income divided by average interest-earning assets.

 

 27 

 

 

   Six months Ended June 30,
   2015  2014
         Average        Average
   Average     Yield/  Average     Yield/
   Balance  Interest  Rate  Balance  Interest  Rate
   (Dollars in Thousands)
Interest-Earning Assets:                              
Loans Receivable (1)  $279,190   $5,910    4.23%  $250,154   $5,458    4.36%
Mortgage-backed Securities   37,198    544    2.92%   48,349    723    2.99%
Investment Securities   3,160    41    2.59%   2,273    42    3.70%
Other Interest-Earning Assets   7,114    9    0.25%   7,278    11    0.30%
Total Interest-Earning Assets   326,662    6,504    3.98%   308,054    6,234    4.05%
                               
Non-Interest Earning Assets   9,638              8,903           
                               
Total Assets  $336,300             $316,957           
                               
Interest-Bearing Liabilities:                              
Passbook, Checking and Money Market Accounts  $87,447    113    0.26%  $61,905    70    0.23%
Certificates of Deposit   94,264    488    1.04%   123,610    711    1.15%
Total Interest-Bearing Deposits   181,711    601    0.66%   185,515    781    0.84%
                               
Borrowings   72,671    499    1.37%   53,384    539    2.02%
Total Interest-Bearing Liabilities   254,382    1,100    0.86%   238,899    1,320    1.11%
                               
Non-Interest Bearing Liabilities   23,038              20,220           
                               
Total Liabilities   277,420              259,119           
                               
Stockholders' Equity   58,880              57,838           
                               
Total Liabilities and Stockholders' Equity  $336,300             $316,957           
                               
Net Interest-Earning Assets  $72,280             $69,155           
                               
Net Interest Income; Average Interest Rate Spread       $5,404    3.12%       $4,914    2.94%
                               
Net Interest Margin (2)             3.31%             3.19%
                               
Average Interest-Earning Assets to Average Interest-Bearing Liabilities             128.41%             128.95%

________________________________

(1) Includes nonaccrual loans during the respective periods. Calculated net of deferred fees/costs and allowance for loan losses.
(2) Equals net interest income divided by average interest-earning assets.

 

Interest Income. Net interest income was approximately $2.8 million during the second quarter of 2015, an increase of $325,000 compared to the second quarter of 2014. Between the respective quarterly periods, the average yield on our total interest-earning assets increased by one basis point and the average cost of our total interest-bearing liabilities decreased 25 basis points resulting in a 26 basis point increase in the average interest rate spread. Our net interest margin, which expresses net interest income as a percentage of average interest-earning assets, was 3.35% and 3.15%, respectively, for the three month periods ended June 30, 2015, and June 30, 2014. Interest income of $3.3 million was generated during the second quarter of 2015 on average interest-earning assets of $328.8 million compared to interest income of $3.1 million generated during the second quarter of 2014 on average interest-earning assets of $307.8 million. The change in the average balance of interest-earnings was primarily due to a $31.5 million increase in the average balance of loans receivable, which was partially offset by an $11.3 million decrease in the average balance of our mortgage-backed securities.

 

During the first six months of 2015, the Company reported net interest income of $5.4 million and a net interest spread of 3.12% compared to net interest income of $4.9 million and a net interest spread of 2.94% during the first six months of 2014. Interest income was $6.5 million and $6.2 million, respectively, for the six months ended June 30, 2015 and 2014. Average interest-earning assets were $326.7 million with an average yield of 3.98% during the first six months of 2015 compared to $308.1 million with an average yield of 4.05% during the first six months of 2014. The net increase in interest-earning assets of $18.6 million was due to a $29.0 million increase in the average balance of loans receivable which was partially offset by an $11.2 million decrease in the average balance of mortgage-backed securities.

 

 28 

 

Interest Expense. Total interest expense was $548,000, with our interest-bearing liabilities having an average cost of 0.86% during the second quarter of 2015, compared to interest expense of $660,000 at an average cost of 1.11% during the second quarter of 2014. The average rate paid on interest-bearing deposits was 0.66% during the quarter ended June 30, 2015, a decrease of 19 basis points from the quarter ended June 30, 2014. Interest expense on borrowings was $244,000 at an average cost of 1.38% during the second quarter of 2015, and $268,000 at an average cost of 2.03% during the second quarter of 2014.

 

For the six month period ended June 30, 2015, total interest expense was $1.1 million, a decrease of $220,000 compared to the six month period ended June 30, 2014. Average interest-bearing liabilities were $254.4 million with an average cost of 0.86% during the first six months of 2015 compared to average interest-bearing liabilities of $238.9 million at an average cost of 1.11% during the first six months of 2014.

 

Provision for Loan Losses. During the second quarter of 2015, the Company recorded provisions for loan losses of $125,000, compared to provisions for loan losses of $44,000 during the second quarter of 2014. Our allowance for loan losses was $2.5 million and $2.2 million, respectively, at June 30, 2015 and 2014. At such dates, our allowance for loan losses was 0.86% and 0.85%, respectively, of total loans receivable.

 

During the six month periods ended June 30, 2015 and June 30, 2014, the Company reported provisions for loan losses of $117,000 and $65,000, respectively. At June 30, 2015, total non-performing assets were $1.5 million, or 0.43% of total assets, compared to $1.8 million, or 0.58% of total assets, at June 30, 2014.

 

Non-interest Income. Non-interest income for the second quarter of 2015 was $592,000, an increase of $197,000 from the second quarter of 2014. Our customer service fees, which are primarily comprised of fees earned on transaction accounts, loan servicing fees and brokered loan commissions, were $281,000 and $164,000, respectively, during the second quarters of 2015 and 2014. Gains on the sale of mortgage loans were $292,000 in the second quarter of 2015, an increase of $110,000 compared to the second quarter of 2014. During the second quarter of 2015, the Company reported a gain of $5,000 on an equity investment in a small business investment company (“SBIC”). There was no such gain reported in the second quarter of 2014. Other non-interest income was $14,000 and $19,000, respectively, during the quarterly periods ended June 30, 2015 and 2014.

 

For the six month period ended June 30, 2015, total non-interest income was $985,000, an increase of $226,000 compared to the six month period ended June 30, 2014. The variance between the respective six month periods was primarily due to a $119,000 increase in our customer service fees and a $144,000 increase in gains on the sale of loans, which were partially offset by a $30,000 decrease in gains on the sale of securities. Additionally, gains on our SBIC investment decreased by $2,000 and other non-interest income decreased by $5,000 between the respective six month periods ended June 30, 2015 and 2014.

 

Non-interest Expense. Total non-interest expense was $2.4 million for the second quarter of 2015, an increase of $398,000 compared to the second quarter of 2014. Salaries and employee benefits expense increased by $28,000, to $1.2 million, for the quarter ended June 30, 2015 compared to the quarter ended June 30, 2014. This increase was due to an overall increase in our employees’ base compensation together with an increase in equity based compensation. Occupancy expenses decreased by $1,000 and advertising costs decreased by $4,000, while our Louisiana bank shares tax increased by $1,000, our FDIC insurance premiums increased by $2,000, and our supplies and printing expenses increased by $3,000 between the respective quarters ended June 30, 2015 and 2014. During the second quarter of 2014, the Company reported $42,000 in cost associated with its OREO operations. There were no such OREO costs reported during the second quarter of 2015. Professional fees were $448,000 during the second quarter of 2015, an increase of $380,000 compared to the second quarter of 2014. This increase in professional fees was due to legal and investment banking fees incurred in connection with the proposed merger transaction with Home Bancorp, Inc. Other non-interest expenses were $181,000 and $150,000, respectively for the quarters ended June 30, 2015 and June 30, 2014.

 

Non-interest expense for the first six months of 2015 was $4.4 million, an increase of $557,000 compared to the first six months of 2014. The primary drivers of the increase in non-interest expense between the respective six month periods were a $147,000 increase in salaries and employee benefit expense and a $387,000 increase in professional fees. The increase in salaries and employee benefit expense was due to an increase in incentive compensation paid on loan originations, an increase in our overall base compensation and an increase in our equity based compensation. The increase in professional fees was primarily due to legal and investment banking expenses associated with the proposed merger with Home Bancorp, Inc. The remaining non-interest expense categories increased in the aggregate by $23,000 during the six months ended June 30, 2015 compared to the six months ended June 30, 2014.

 

Income Tax Expense. For the quarter ended June 30, 2015, the Company recorded income tax expense of $278,000, an increase of $10,000 from the quarter ended June 30, 2014. This increase in income tax expense was primarily due to an increase in pre-tax income of $43,000 between the respective quarterly periods.

 

Income tax expense was $616,000 on pre-tax income of $1.8 million during the first six months of 2015 compared to income tax expense of $591,000 on pre-tax income of $1.7 million during the first six months of 2014.

 

 29 

 

 

Liquidity and Capital Resources

 

Our primary sources of funds are from deposits, amortization of loans, loan prepayments and the maturities of loans, mortgage-backed securities and other investments, and other funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan prepayments can be greatly influenced by general interest rates, economic conditions and competition. We also maintain excess funds in short-term, interest-bearing assets that provide additional liquidity. At June 30, 2015, our cash and cash equivalents amounted to $10.7 million. In addition, at such date our available-for-sale investment and mortgage-backed securities amounted to an aggregate of $2.4 million.

 

We use our liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, and to meet operating expenses. At June 30, 2015, we had certificates of deposit maturing within the next 12 months amounting to $47.4 million. Based upon historical experience, we anticipate that a significant portion of the maturing certificates of deposit will be redeposited with us. At June 30, 2015, we had $77.9 million in total borrowings, comprised solely of Federal Home Loan Bank (the “FHLB”) advances.

 

In addition to cash flow from loan and securities payments and prepayments as well as from sales of available for sale securities, we have significant borrowing capacity available to fund liquidity needs. In recent years we have utilized borrowings as a cost efficient addition to deposits as a source of funds. As a member of the FHLB, we pledge residential mortgage loans and mortgage-backed securities as collateral for advances. At June 30, 2015, the Company had $64.8 million in additional borrowing capacity available through the FHLB.

 

The following table summarizes our contractual cash obligations at June 30, 2015.

 

   Payments Due by Period
         More Than  More Than   
         1 Year  3 Years  More Than
   Total  To 1 Year  to 3 Years  to 5 Years  5 Years
   (Dollars In Thousands)
                
Certificates of Deposit  $92,926   $47,385   $30,810   $14,731   $- 
FHLB Advances and Other Borrowings   77,928    33,828    13,295    29,888    917 
Total Long-Term Debt   170,854    81,213    44,105    44,619    917 
                          
Operating Lease Obligations   38    35    3    -    - 
                          
Total Contractual Obligations  $170,892   $81,248   $44,108   $44,619   $917 

 

We anticipate that we will continue to have sufficient funds and alternative funding sources to meet our current commitments.

 

Impact of Inflation and Changing Prices

 

The financial statements, accompanying notes, and related financial data of the Company presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Most of our assets and liabilities are monetary in nature; therefore, the impact of interest rates has a greater impact on our performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

 

Item 3 – Quantitative and Qualitative Disclosures About Market Risk.

 

For a discussion of the Company’s asset and liability management policies as well as the methods used to manage its exposure to the risk of loss from adverse changes in market prices and rates, see “Management’s Discussion and Analysis of Financial Condition and Results of Operations – How We Manage Market Risk” at Part II, Item 7 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014.

 

Item 4 – Controls and Procedures.

 

Our management evaluated, with the participation of our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer, our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, our President and Chief Executive Officer and our Executive Vice President and Chief Financial Officer concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and are operating in an effective manner.

 

No change in our internal control over financial reporting (as defined in Rules 13a-15 or 15d-15 under the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.

 

 30 

 

 

PART II - OTHER INFORMATION

 

Item 1 - Legal Proceedings.

 

There are no matters required to be reported under this item.

 

Item 1A - Risk Factors.

 

See “Risk Factors” at pages 30-33 in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014 (SEC File No. 1-33573), which is incorporated herein by reference thereto.

 

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

 

(a) Not applicable.

 

(b) Not applicable.

 

(c) The Company’s purchases of its common stock made during the quarter consisted of purchases of shares pursuant to repurchase plans approved by the Company’s Board of Directors, as set forth in the following table.

 

         Total Number  Maximum
         of Shares  Number of
   Total     Purchased as  Shares that May
   Number of  Average  Part of Publicly  Yet be Purchased
   Shares  Price Paid  Announced  Under the Plan
Period  Purchased  per Share  Plan or Program  or Program (1)
                     
April 1 - April 30, 2015   176   $22.45    176    58,453 
May 1 - May 31, 2015   3,868    22.45    -    - 
June 1 - June 30, 2015   -    -    -    - 
     Total   4,044   $22.45    176      

 

  (1) On May 1, 2015, the Company’s most recently authorized repurchase plan expired with 58,453 shares remaining to be acquired. The shares repurchased in May 2015 were to facilitate a cash distribution request from former employee participants in the Company’s ESOP.

 

Item 3 - Defaults Upon Senior Securities.

 

There are no matters required to be reported under this item.

 

Item 4 – Mine Safety Disclosure

 

Not applicable.

 

Item 5 - Other Information.

 

There are no matters required to be reported under this item.

 

Item 6 - Exhibits.

 

(a) List of exhibits: (filed herewith unless otherwise noted)

 

31.1  Rule 13a-14(a)/15d-14(a) /Section 302 Certification of the Chief Executive Officer
31.2  Rule 13a-14(a)/15d-14(a)/Section 302 Certification of the Chief Financial Officer
32.1  Section 1350 Certification
101.INS XBRL Instance Document.
101.SCH XBRL Taxonomy Extension Schema Document.
101.CAL XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB XBRL Taxonomy Extension Label Linkbase Document.
101.PRE XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF XBRL Taxonomy Extension Definitions Linkbase Document.

 

 31 

 

 

SIGNATURES

 

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.

 

       
   

LOUISIANA BANCORP, INC.

 

 
Date: August 13, 2015 By:

/s/Lawrence J. LeBon, III 

 
    Lawrence J. LeBon, III  
    President and Chief Executive Officer
       
Date: August 13, 2015 By:

/s/John LeBlanc

 
    John LeBlanc  
    Executive Vice President and Chief Financial Officer

 

 

 

 

 

32

 

 

EXHIBIT 31.1

PURSUANT TO RULES 13a-14 AND 15d-14 OF THE SECURITIES EXCHANGE ACT

OF 1934 AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF THE CHIEF EXECUTIVE OFFICER

I, Lawrence J. LeBon, III, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Louisiana Bancorp, Inc. (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

 

Date: August 13, 2015 By: /s/Lawrence J. LeBon, III  
    Lawrence J. LeBon, III  
    President and Chief Executive Officer

EXHIBIT 31.2

PURSUANT TO RULES 13a-14 AND 15d-14 OF THE SECURITIES EXCHANGE ACT

OF 1934 AND SECTION 302 OF THE SARBANES-OXLEY ACT OF 2002

CERTIFICATION OF THE CHIEF FINANCIAL OFFICER

I, John LeBlanc, certify that:

1.I have reviewed this quarterly report on Form 10-Q of Louisiana Bancorp, Inc. (the “Registrant”);
2.Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
3.Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the Registrant as of, and for, the periods presented in this report;
4.The Registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the Registrant and have:
(a)Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the Registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
(b)Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
(c)Evaluated the effectiveness of the Registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and
(d)Disclosed in this report any change in the Registrant’s internal control over financial reporting that occurred during the Registrant’s most recent fiscal quarter (the Registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the Registrant’s internal control over financial reporting; and
5.The Registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the Registrant’s auditors and the audit committee of Registrant’s board of directors (or persons performing the equivalent functions):
(a)All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the Registrant’s ability to record, process, summarize and report financial information; and
(b)Any fraud, whether or not material, that involves management or other employees who have a significant role in the Registrant’s internal control over financial reporting.

 

 

Date: August 13, 2015 By: /s/John LeBlanc  
    John LeBlanc  
    Executive Vice President and Chief Financial Officer

EXHIBIT 32.1

SECTION 1350 CERTIFICATION

In connection with the Quarterly Report of Louisiana Bancorp, Inc. (the “Company”) on Form 10-Q for the period ended June 30, 2015, each of the undersigned, Lawrence J. LeBon, III, President and Chief Executive Officer of the Company, and John LeBlanc, Executive Vice President and Chief Financial Officer of the Company, hereby certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
(2)The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.

 

 

Date: August 13, 2015 By: /Lawrence J. LeBon, III  
    Lawrence J. LeBon, III  
    President and Chief Executive Officer
       
Date: August 13, 2015 By: /s/John LeBlanc  
    John LeBlanc  
    Executive Vice President and Chief Financial Officer

 

A signed original of this written statement required by Section 906 of the Sarbanes-Oxley Act has been provided to Louisiana Bancorp, Inc. and will be retained by Louisiana Bancorp, Inc. and furnished to the Securities and Exchange Commission or its staff upon request.

 



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