UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM 10-Q

(Mark One)

x QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended March 31, 2018

OR

¨ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)

OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period of _________ to _________

 

Commission File Number 001-34821

 

Jacksonville Bancorp, Inc.
(Exact name of registrant as specified in its charter)

 

Maryland 36-4670835
(State or other jurisdiction of incorporation) (I.R.S. Employer Identification Number)
   
1211 West Morton Avenue  
Jacksonville, Illinois 62650
(Address of principal executive office) (Zip Code)

 

Registrant’s telephone number, including area code: (217) 245-4111

 

Indicate by check whether issuer (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

x Yes                               ¨ No

 

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

x Yes                               ¨ No

 

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

 

¨   Large Accelerated Filer ¨   Accelerated Filer
¨   Non-Accelerated Filer (Do not check if a smaller reporting company)
x   Smaller Reporting Company
  ¨   Emerging Growth Company

 

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

 

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

¨ Yes x No

 

As of May 1, 2018, there were 1,814,467 shares of the Registrant’s common stock issued and outstanding.

 

 

 

 

 

 

JACKSONVILLE BANCORP, INC.
 
FORM 10-Q
 
March 31, 2018
TABLE OF CONTENTS

 

    Page
PART I FINANCIAL INFORMATION  
     
Item 1. Financial Statements  
     
  Condensed Consolidated Balance Sheets 1
     
  Condensed Consolidated Statements of Income 2
     
  Condensed Consolidated Statements of Comprehensive Income (Loss) 3
     
  Condensed Consolidated Statement of Stockholders’ Equity 4
     
  Condensed Consolidated Statements of Cash Flows 5
     
  Notes to the Condensed Consolidated Financial Statements 7
     
Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations 40
     
Item 3. Quantitative and Qualitative Disclosures about Market Risk 51
     
Item 4. Controls and Procedures 53
     
PART II OTHER INFORMATION 54
     
Item 1. Legal Proceedings 54
Item 1.A. Risk Factors 54
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 54
Item 3. Defaults Upon Senior Securities 54
Item 4. Mine Safety Disclosures 54
Item 5. Other Information 54
Item 6. Exhibits 55
     
  Signatures 56

 

EXHIBITS

 

  Section 302 Certifications
  Section 906 Certification
  XBRL Instance Document
  XBRL Taxonomy Extension Schema Document
  XBRL Taxonomy Calculation Linkbase Document
  XBRL Taxonomy Extension Definition Linkbase Document
  XBRL Taxonomy Label Linkbase Document
  XBRL Taxonomy Presentation Linkbase Document

 

 

 

  

PART I – FINANCIAL INFORMATION

 

 

 

  

JACKSONVILLE BANCORP, INC.
 
CONDENSED CONSOLIDATED BALANCE SHEETS    

 

    March 31,     December 31,  
    2018     2017  
    (Unaudited)        
ASSETS                
Cash and cash equivalents   $ 7,003,615     $ 5,889,628  
Interest-earning time deposits in banks     998,000       998,000  
Investment securities - available for sale     52,608,847       56,164,109  
Mortgage-backed securities - available for sale     56,383,116       55,231,197  
Federal Home Loan Bank stock     428,500       490,500  
Other investment securities     51,864       52,502  
Loans held for sale - net     275,115       178,833  
Loans receivable - net of allowance for loan losses of $2,737,933 and $2,879,510 as of March 31, 2018 and December 31, 2017     186,070,456       186,557,550  
Premises and equipment - net     4,167,048       4,260,196  
Cash surrender value of life insurance     7,341,204       7,439,062  
Accrued interest receivable     2,029,454       1,997,798  
Goodwill     2,726,567       2,726,567  
Capitalized mortgage servicing rights     543,210       547,092  
Real estate owned     10,500       10,500  
Deferred income taxes     2,296,441       1,892,749  
Other assets     519,142       560,038  
                 
Total Assets   $ 323,453,079     $ 324,996,321  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY                
                 
Deposits   $ 261,518,469     $ 252,700,432  
Other borrowings     3,663,976       16,112,154  
Advance payments by borrowers for taxes and insurance     1,828,407       1,153,926  
Accrued interest payable     91,774       106,068  
Deferred compensation payable     4,926,955       4,874,292  
Income taxes payable     182,608       28,502  
Dividends payable     181,447       181,287  
Other liabilities     3,290,018       1,086,750  
Total liabilities     275,683,654       276,243,411  
                 
Commitments and contingencies     -       -  
                 
Preferred stock, $0.01 par value - authorized 10,000,000 shares; none issued and outstanding     -       -  
Common stock, $0.01 par value - authorized 25,000,000 shares; issued 1,814,467 shares as of March 31, 2018 and 1,812,871 as of December 31, 2017     18,145       18,129  
Additional paid-in-capital     14,167,829       14,128,221  
Retained earnings     36,021,473       35,512,950  
Less: Unallocated ESOP shares     (141,470 )     (147,650 )
Accumulated other comprehensive loss     (2,296,552 )     (758,740 )
Total stockholders' equity     47,769,425       48,752,910  
                 
Total Liabilities and Stockholders' Equity   $ 323,453,079     $ 324,996,321  

 

See accompanying notes to the condensed consolidated financial statements.

 

  1  

 

  

JACKSONVILLE BANCORP, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF INCOME    

 

    Three Months Ended  
    March 31,  
    2018     2017  
    (Unaudited)  
INTEREST INCOME:                
Loans   $ 2,219,117     $ 2,167,207  
Investment securities     402,490       385,926  
Mortgage-backed securities     323,537       236,060  
Other     7,789       11,363  
Total interest income     2,952,933       2,800,556  
                 
INTEREST EXPENSE:                
Deposits     290,013       250,621  
Other borrowings     37,058       5,346  
Total interest expense     327,071       255,967  
                 
NET INTEREST INCOME     2,625,862       2,544,589  
                 
PROVISION (CREDIT) FOR LOAN LOSSES     (160,000 )     30,000  
                 
NET INTEREST INCOME AFTER PROVISION (CREDIT) FOR LOAN LOSSES     2,785,862       2,514,589  
                 
NON-INTEREST INCOME:                
Fiduciary activities     107,830       88,160  
Commission income     341,412       321,596  
Service charges on deposit accounts     179,340       177,946  
Mortgage banking operations, net     48,570       68,483  
Net realized gains on sales of available-for-sale securities     32,780       128,617  
Loan servicing fees     82,365       84,599  
ATM and bank card interchange income     174,151       171,802  
Other     181,438       67,091  
Total non-interest income     1,147,886       1,108,294  
                 
NON-INTEREST EXPENSE:                
Salaries and employee benefits     1,744,392       1,682,132  
Occupancy and equipment     265,757       259,403  
Data processing and telecommunications     194,970       167,917  
Professional     386,345       39,122  
Postage and office supplies     53,456       58,977  
Deposit insurance premium     24,133       24,794  
ATM and bank card expense     110,557       103,798  
Other     311,786       251,026  
Total non-interest expense     3,091,396       2,587,169  
                 
INCOME BEFORE INCOME TAXES     842,352       1,035,714  
INCOME TAXES     154,106       276,148  
                 
NET INCOME   $ 688,246     $ 759,566  
                 
NET INCOME PER COMMON SHARE - BASIC   $ 0.38     $ 0.43  
NET INCOME PER COMMON SHARE - DILUTED   $ 0.38     $ 0.42  

 

See accompanying notes to the condensed consolidated financial statements.

 

  2  

 

  

JACKSONVILLE BANCORP, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)

 

    Three Months Ended  
    March 31,  
    2018     2017  
    (Unaudited)  
             
Net Income   $ 688,246     $ 759,566  
                 
Other Comprehensive Income (Loss)                
Unrealized appreciation (depreciation) on available-for-sale securities, net of taxes of $(396,808) and $324,666 for 2018 and 2017, respectively.     (1,511,916 )     630,234  
Less:  reclassification adjustment for realized gains included in net income, net of taxes of $6,884 and $43,730, for 2018 and 2017, respectively.     25,896       84,887  
      (1,537,812 )     545,347  
                 
Comprehensive Income (Loss)   $ (849,566 )   $ 1,304,913  

 

See accompanying notes to condensed consolidated financial statements.

 

  3  

 

  

JACKSONVILLE BANCORP, INC.
 
CONDENSED CONSOLIDATED STATEMENT OF STOCKHOLDERS' EQUITY

 

                            Accumulated        
          Additional                 Other     Total  
    Common     Paid-in     Retained     Unallocated     Comprehensive     Stockholders'  
(Unaudited)   Stock     Capital     Earnings     ESOP Shares     Loss     Equity  
                                     
BALANCE, DECEMBER 31, 2017   $ 18,129     $ 14,128,221     $ 35,512,950     $ (147,650 )   $ (758,740 )   $ 48,752,910  
                                                 
Net Income     -       -       688,246       -       -       688,246  
                                                 
Other comprehensive loss     -       -       -       -       (1,537,812 )     (1,537,812 )
                                                 
Exercise of stock options     16       24,961       -       -       -       24,977  
                                                 
Shares held by ESOP, commited to be released     -       14,647       -       6,180       -       20,827  
                                                 
Dividends ($0.10 per share)     -       -       (179,723 )     -       -       (179,723 )
                                                 
BALANCE, MARCH 31, 2018   $ 18,145     $ 14,167,829     $ 36,021,473     $ (141,470 )   $ (2,296,552 )   $ 47,769,425  

 

See accompanying notes to condensed consolidated financial statements.

 

  4  

 

  

JACKSONVILLE BANCORP, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    Three Months Ended  
    March 31,  
    2018     2017  
    (Unaudited)  
CASH FLOWS FROM OPERATING ACTIVITIES:                
Net income   $ 688,246     $ 759,566  
Adjustments to reconcile net income to net cash provided by operating activities:                
Depreciation, amortization and accretion:                
Premises and equipment     96,210       103,845  
Amortization of investment and loan premiums and discounts, net     264,162       268,853  
Net realized gains on sales of available-for-sale securities     (32,780 )     (128,617 )
Provision (credit) for loan losses     (160,000 )     30,000  
Mortgage banking operations, net     (48,570 )     (68,483 )
Shares held by ESOP committed to be released     20,827       18,818  
Stock-based compensation expense     -       22,232  
Gain on BOLI claim     (84,035 )     -  
Changes in income taxes payable     154,106       276,061  
Changes in other assets and liabilities     2,211,493       (39,297 )
Net cash provided by operations before loan sales     3,109,659       1,242,978  
Origination of loans for sale to secondary market     (3,675,700 )     (4,696,587 )
Proceeds from sales of loans to secondary market     3,631,751       5,001,018  
Net cash provided by operating activities     3,065,710       1,547,409  
                 
CASH FLOWS FROM INVESTING ACTIVITIES:                
Purchases of FHLB stock, investment and mortgage-backed securities     (5,993,457 )     (19,533,430 )
Maturity or call of investment securities available-for-sale     -       870,000  
Sale of investment securities available-for-sale and FHLB stock     4,424,064       8,998,123  
Principal payments on mortgage-backed and investment securities     1,862,315       1,763,589  
Proceeds from BOLI claim     221,211       -  
Net change in loans     647,452       5,674,177  
Additions to premises and equipment     (3,062 )     (56,536 )
                 
Net cash provided by (used in) investing activities     1,158,523       (2,284,077 )
              (Continued)  

 

  5  

 

 

JACKSONVILLE BANCORP, INC.
 
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

 

    Three Months Ended  
    March 31,  
    2018     2017  
    (Unaudited)  
CASH FLOWS FROM FINANCING ACTIVITIES:                
Net increase (decrease) in deposits   $ 8,818,037     $ (36,983 )
Net decrease in other borrowings     (12,448,178 )     (3,831,007 )
Increase in advance payments by borrowers for taxes and insurance     674,481       523,935  
Exercise of stock options     24,977       39,125  
Stock repurchase     -       (31,290 )
Dividends paid - common stock     (179,563 )     (177,907 )
                 
Net cash used in financing activities     (3,110,246 )     (3,514,127 )
                 
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS     1,113,987       (4,250,795 )
                 
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD     5,889,628       12,909,924  
                 
CASH AND CASH EQUIVALENTS, END OF PERIOD   $ 7,003,615     $ 8,659,129  
                 
ADDITIONAL DISCLOSURES OF CASH FLOW INFORMATION:                
Cash paid during the period for:                
Interest on deposits   $ 297,750     $ 264,121  
Interest on other borrowings     43,615       5,346  
                 
NONCASH INVESTING AND FINANCING ACTIVITIES:                
Real estate acquired in settlement of loans   $ -     $ 222,704  
Loans to facilitate sales of real estate owned     -       26,467  

 

See accompanying notes to condensed consolidated financial statements

 

  6  

 

  

JACKSONVILLE BANCORP, INC.
 
NOTES TO THE CONDENSED CONSOLIDATED FINANCIAL STATEMENTS

 

1. FINANCIAL STATEMENTS

 

The accompanying interim condensed consolidated financial statements include the accounts of Jacksonville Bancorp, Inc. and its wholly-owned subsidiary, Jacksonville Savings Bank (the “Bank”) and its wholly-owned subsidiary, Financial Resources Group, Inc. collectively (the “Company”). All significant intercompany accounts and transactions have been eliminated.

 

In the opinion of management, the preceding unaudited consolidated financial statements contain all adjustments (consisting only of normal recurring accruals) necessary 1) for a fair presentation and 2) to make the financial statements not misleading as to the financial condition of the Company as of March 31, 2018, and the results of its operations for the three month periods ended March 31, 2018 and 2017. The results of operations for the three month periods are not necessarily indicative of the results which may be expected for the entire year. The condensed consolidated balance sheet of the Company as of December 31, 2017 has been derived from the audited consolidated balance sheet of the Company as of that date. Certain information and note disclosures normally included in the Company’s annual financial statements prepared in accordance with generally accepted accounting principles in the United States of America (GAAP) have been condensed or omitted. These condensed consolidated financial statements should be read in conjunction with the consolidated financial statements of the Company for the year ended December 31, 2017 filed as an exhibit to the Company’s Annual Report on Form 10-K filed in March 2018. The accounting and reporting policies of the Company conform to GAAP and to prevailing practices within the industry.

 

Certain amounts included in the 2017 consolidated statements have been reclassified to conform to the 2018 presentation.

 

Summary of Significant Accounting Policies

 

Revenue Recognition

 

The Company recognizes revenues as they are earned based on contractual terms, as transactions occur, or as services are provided and collectibility is reasonable assured. The Company’s principal source of revenue is interest income from loans and investment and mortgage-backed securities. The Company also earns noninterest income from various banking and financial services offered primarily through the Bank and its subsidiary.

 

Interest Income – The largest source of revenue for the Company is interest income which is primarily recognized on an accrual basis according to nondiscretionary formulas written in contracts, such as loan agreements or investment securities contracts.

 

Noninterest Income – The Company earns noninterest income through a variety of financial and transaction services provided to consumer and corporate clients such as investment brokerage and trust, deposit account, debit card, and mortgage banking. Revenue is recorded for noninterest income based on the contractual terms for the service or transaction performed. In certain circumstances, noninterest income is reported net of associated expenses.

 

  7  

 

  

2. NEW ACCOUNTING PRONOUNCEMENTS

 

In May 2014, the FASB issued ASU No. 2014-09, Revenue from Contracts with Customers (Topic 606). The update provides a five-step revenue recognition model for all revenue arising from contracts with customers and affects all entities that enter into contracts to provide goods or services to their customers (unless the contracts are included in the scope of other standards). The guidance requires an entity to recognize the revenue to depict the transfer of promised goods or services to customers in an amount that reflects the consideration to which the entity expects to be entitled in exchange for those goods and services. In August 2015, the FASB issued ASU No. 2015-14, Revenue from Contracts with Customers (Topic 606) – Deferral of the Effective Date, which provides a one-year deferral of ASU 2014-09. For public entities, the guidance is effective for annual reporting periods beginning after December 15, 2017, including interim periods within that reporting period, and must be applied either retrospectively or using the modified retrospective approach. The Company adopted ASU 2014-09 on January 1, 2018, and did not identify any material changes in the timing of revenue recognition when considering the amended accounting guidance. See Note 1 for additional disclosures related to revenue recognition.

 

In January 2016, the FASB issued ASU 2016-01, Financial Instruments - Overall (Subtopic 825-10) - Recognition and Measurement of Financial Assets and Financial Liabilities.  ASU 2016-01 is intended to enhance the reporting model for financial instruments to provide users of financial statements with more decision-useful information.  ASU 2016-01 is effective for fiscal years beginning after December 15, 2017, including interim periods within those fiscal years. The Company adopted ASU 2016-01 on January 1, 2018 and there was not a significant impact on the Company’s consolidated financial statements, with the exception of the loan fair value calculation in Note 9.

 

In June 2016, the FASB issued ASU 2016-13, Financial Instruments-Credit Losses (Topic 326): Measurement of Credit Losses on Financial Instruments. The ASU requires an organization to measure all expected credit losses for financial assets held at the reporting date based on historical experience, current conditions, and reasonable and supportable forecasts. Financial institutions and other organizations will now use forward-looking information to better inform their credit loss estimates. Many of the loss estimation techniques applied today will still be permitted, although the inputs to those techniques will change to reflect the full amount of expected credit losses. Organizations will continue to use judgment to determine which loss estimation method is appropriate for their circumstances. Additionally, the ASU amends the accounting for credit losses on available-for-sale debt securities and purchased financial assets with credit deterioration. For public companies, this update will be effective for interim and annual periods beginning after December 15, 2019. The Company has been receiving training and gathering historical data in order to determine the impact the adoption of ASU 2016-13 will have on the consolidated financial statements.

 

In January 2017, FASB amended FASB ASC Topic 350, Simplifying the Test for Goodwill. The amendments in the update simplify the measurement of goodwill by eliminating Step 2 from the goodwill impairment test. Instead, under this amendment, an entity should perform its annual, or interim, goodwill impairment test by comparing the fair value of a reporting unit with its carrying amount. An entity should recognize an impairment charge for the amount by which the carrying amount exceeds the reporting unit’s fair value; however, the loss should not exceed the total amount of goodwill allocated to that reporting unit. The amendments are effective for public business entities for the first interim and annual reporting periods beginning after December 15, 2019. Early adoption is permitted for interim or annual goodwill impairment tests performed on testing dates after January 1, 2017. The Company has goodwill from a prior business combination and performs an annual impairment test or more frequently if changes or circumstances occur that would more likely than not reduce the fair value of the reporting unit below its carrying value. The Company’s most recent annual impairment assessment determined that the Company’s goodwill was not impaired. Although the Company cannot anticipate future goodwill impairment assessments, based on the most recent assessment it is unlikely that an impairment amount would need to be calculated and, therefore, does not anticipate a material impact from these amendments to the Company’s financial position and results of operations. The current accounting policies and processes are not anticipated to change, except for the elimination of the Step 2 analysis.

 

  8  

 

  

In March 2017, FASB issued ASU 2017-08, Receivables – Nonrefundable Fees and Other Costs: Premium Amortization on Purchased Callable Debt Securities (Subtopic 310-20). The ASU amends the amortization period for certain callable debt securities held at a premium. The amendments require the premium to be amortized to the earliest call date. The ASU’s amendments are effective for public business entities for interim and annual periods beginning after December 15, 2018. Early adoption is permitted. The Company adopted the ASU early and there was not a material impact on the Company’s consolidated financial statements.

 

In February 2018, FASB issued ASU 2018-02, Income Statement – Reporting Comprehensive Income (Topic 220): Reclassification of Certain Tax Effects from Accumulated Other Comprehensive Income (AOCI). Because the Tax Change & Jobs Act was signed on December 22, 2017, the accounting for the change in tax rates and effect on deferred tax assets and liabilities must be reflected in the 2017 financial statements as an adjustment to income tax expense, even though a portion of the tax effects were initially recognized directly in other comprehensive income. This adjustment would leave a stranded balance in AOCI that would not reflect the appropriate tax rate. Under this ASU, entities are allowed, but not required, to reclassify from AOCI to retained earnings the stranded tax effects resulting from the new federal corporate income tax rate. The ASU is effective for all entities for annual reporting periods beginning after December 15, 2018. Early adoption would be permitted for interim or annual financial statements that have not been issued or made available for issuance. Early adoption will allow entities to align the timing of the stranded tax reclassification in their 2017 financial statements. The Company adopted the ASU retrospectively and the impact was reflected in the Company’s 2017 consolidated financial statements.

 

3. EARNINGS PER SHARE

 

Earnings Per Share - Basic earnings per share is determined by dividing net income for the period by the weighted average number of common shares. Diluted earnings per share considers the potential effects of the exercise of outstanding stock options under the Company’s stock option plans. Average shares outstanding exclude unallocated shared held by the Jacksonville Savings Bank employee stock ownership plan (ESOP).

 

  9  

 

 

The following reflects earnings per share calculations for basic and diluted methods:

 

    Three Months Ended  
    March 31,  
    2018     2017  
             
Net income   $ 688,246     $ 759,566  
                 
Basic average shares outstanding     1,799,897       1,784,584  
                 
Diluted potential common shares:                
Stock option equivalents     15,248       20,938  
Diluted average shares outstanding     1,815,145       1,805,522  
                 
Basic earnings per share   $ 0.38     $ 0.43  
                 
Diluted earnings per share   $ 0.38     $ 0.42  

 

4. STOCK BASED COMPENSATION

 

In connection with the 2010 second-step conversion and related stock offering, the ESOP purchased an additional 41,614 shares for the exclusive benefit of eligible employees. The ESOP borrowed funds from the Company in an amount sufficient to purchase the 41,614 shares (approximately 4% of the common stock issued in the offering). The loan is secured by the shares purchased and will be repaid by the ESOP with funds from contributions made by the Bank and dividends received by the ESOP. Contributions will be applied to repay interest on the loan first, and the remainder will be applied to principal. The loan is expected to be repaid over a period of up to 20 years. Shares purchased with the loan proceeds are held in a suspense account for allocation among participants as the loan is repaid. Shares released from the suspense account are allocated among participants in proportion to their compensation, relative to total compensation of all active participants. Participants will vest on a pro-rata basis and reach 100% vesting in the accrued benefits under the ESOP after six years. Vesting is accelerated upon retirement, death, or disability of the participant or a change in control of the Bank. Forfeitures will be reallocated to remaining plan participants. Benefits may be payable upon retirement, death, disability, separation from service, or termination of the ESOP. Discretionary contributions are determined by the board annually.

 

The Company is accounting for its ESOP in accordance with ASC Topic 718, “ Employers Accounting for Employee Stock Ownership Plans .” Accordingly, the debt of the ESOP is eliminated in consolidation and the shares pledged as collateral are reported as unearned ESOP shares in the consolidated balance sheet. Contributions to the ESOP shall be sufficient to pay principal and interest currently due under the loan agreement. As shares are committed to be released from the collateral, the Company reports compensation expense equal to the average market price of the shares for the respective period, and the shares become outstanding for earnings per share computations. Dividends, if any, on unallocated shares are recorded as a reduction of debt and accrued interest.

 

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A summary of ESOP shares at March 31, 2018 and 2017 is shown below.

 

    March 31, 2018     March 31, 2017  
Unearned shares     14,147       16,619  
Shares committed for release     618       618  
Allocated shares     60,538       63,778  
Total ESOP shares     75,303       81,015  
                 
Fair value of unearned shares   $ 472,510     $ 520,175  

 

On April 24, 2012, the compensation committee of the board of directors approved the awards of 104,035 options to purchase Company common stock. The stock options vest over a five-year period and expire ten years after the date of the grant. Apart from the vesting schedule, there are no performance-based conditions or any other material conditions applicable to the options issued.

 

The following table summarizes stock option activity for the three months ended March 31, 2018.

 

                Weighted        
          Weighted     Average        
          Average     Remaining     Aggregate  
          Exercise     Contractual     Instrinsic  
    Options     Price/Share     Life (in years)     Value  
                         
Outstanding, December 31, 2017     31,067     $ 15.65                  
Granted     -       -                  
Exercised     (1,596 )     15.65                  
Forfeited     -       -                  
                                 
Outstanding, March 31, 2018     29,471     $ 15.65       4.00     $ 523,110  
                                 
Exercisable, March 31, 2018     27,686     $ 15.65       4.00     $ 491,427  

 

Intrinsic value for stock options is defined as the difference between the current market value and the exercise price. The value is based upon a closing price of $33.40 per share on March 31, 2018.

 

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5. LOAN PORTFOLIO COMPOSITION

 

At March 31, 2018 and December 31, 2017, the composition of the Company’s loan portfolio is shown below.

 

    March 31, 2018     December 31, 2017  
    Amount     Percent     Amount     Percent  
Real estate loans:                                
One-to-four family residential   $ 46,695,828       25.1 %   $ 45,844,543       24.6 %
Commercial     36,092,381       19.4       37,260,090       20.0  
Agricultural     40,611,733       21.8       40,129,028       21.5  
Home equity     9,670,718       5.2       10,117,647       5.4  
Total real estate loans     133,070,660       71.5       133,351,308       71.5  
                                 
Commercial loans     27,857,933       15.0       26,934,790       14.4  
Agricultural loans     12,551,929       6.8       13,400,651       7.2  
Consumer loans     15,340,380       8.2       15,760,797       8.4  
Total loans receivable     188,820,902       101.5       189,447,546       101.5  
                                 
Less:                                
Net deferred loan fees     12,513       0.0       10,486       0.0  
Allowance for loan losses     2,737,933       1.5       2,879,510       1.5  
Total loans receivable, net   $ 186,070,456       100.0 %   $ 186,557,550       100.0 %

 

The Company believes that sound loans are a necessary and desirable means of employing funds available for investment. Recognizing the Company’s obligations to its depositors and to the communities it serves, authorized personnel are expected to make sound, profitable loans that resources permit and that opportunity affords. The Company maintains lending policies and procedures in place designed to focus lending efforts on the types, locations, and duration of loans most appropriate for the business model and markets. The Company’s principal lending activities include the origination of one-to four-family residential mortgage loans, multi-family loans, commercial real estate loans, agricultural loans, home equity lines of credits, commercial business loans, and consumer loans. The primary lending market includes the Illinois counties of Morgan, Macoupin and Montgomery. Generally, loans are collateralized by assets, primarily real estate, of the borrowers and guaranteed by individuals. The loans are expected to be repaid from cash flows of the borrowers or from proceeds from the sale of selected assets of the borrowers.

 

Loan originations are derived from a number of sources such as real estate broker referrals, existing customers, builders, attorneys and walk-in customers. Upon receipt of a loan application, a credit report is obtained to verify specific information relating to the applicant’s employment, income, and credit standing. In the case of a real estate loan, an appraisal of the real estate intended to secure the proposed loan is undertaken by an independent appraiser approved by the Company. A loan application file is first reviewed by a loan officer who checks applications for accuracy and completeness, and verifies the information provided. The financial resources of the borrower and the borrower’s credit history, as well as the collateral securing the loan, are considered an integral part of each risk evaluation prior to approval. All residential real estate loans are then verified by our loan risk management department prior to closing. The board of directors has established individual lending authorities for each loan officer by loan type. Loans over an individual officer’s lending limit must be approved by the officers’ loan committee consisting of the chairman of the board, president, chief lending officer and all lending officers, which meets three times a week, and has lending authority up to $750,000 depending on the type of loan. Loans to borrowers with an aggregate principal balance over this limit, up to $1.0 million, must be approved by the directors’ loan committee, which meets weekly and consists of the chairman of the board, president, senior vice president, chief lending officer and at least two outside directors, plus all lending officers as non-voting members. The board of directors approves all loans to borrowers with an aggregate principal balance over $1.0 million. The board of directors ratifies all loans that are originated. Once the loan is approved, the applicant is informed and a closing date is scheduled. Loan commitments are typically funded within 45 days.

 

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If the loan is approved, the borrower must provide proof of fire and casualty insurance on the property serving as collateral which insurance must be maintained during the full term of the loan; flood insurance is required in certain instances. Title insurance is generally required on loans secured by real property.

 

One- to four-family Mortgage Loans - Historically, the Bank’s primary lending origination activity has been one- to four-family, owner-occupied, residential mortgage loans secured by property located in the Company’s market area. The Company generates loans through marketing efforts, existing customers and referrals, real estate brokers, builders and local businesses.

 

Fixed rate one- to four-family residential mortgage loans are generally conforming loans, underwritten according to secondary market guidelines. The Company generally originates both fixed and adjustable rate mortgage loans in amounts up to the maximum conforming loan limits established by the Federal Housing Finance Agency.

 

The Company originates for resale to Freddie Mac and the Federal Home Loan Bank fixed-rate one- to four-family residential mortgage loans with terms of 15 years or more. The fixed-rate mortgage loans amortize monthly with principal and interest due each month. Residential real estate loans often remain outstanding for significantly shorter periods than their contractual terms because borrowers may refinance or prepay loans at their option. The Company offers fixed-rate one- to four-family residential mortgage loans with terms of up to 30 years without prepayment penalty.

 

The Company currently offers adjustable-rate mortgage loans for terms ranging up to 30 years. They generally offer adjustable-rate mortgage loans that adjust between one and five years on the anniversary date of origination. Interest rate adjustments are up to two hundred basis points per year, with a cap of up to six hundred basis points on interest rate increases over the life of the loan. In a rising interest rate environment, such rate limitations may prevent adjustable-rate mortgage loans from repricing to market interest rates, which would have an adverse effect on the net interest income. In the low interest rate environment that has existed over the past several years, the adjustable-rate portfolio has repriced downward resulting in lower interest income from this portion of the loan portfolio. In addition, during this period borrowers have shown a preference for fixed-rate loans. The Company has used different interest indices for adjustable-rate mortgage loans in the past such as the average yield on U.S. Treasury securities, adjusted to a constant maturity of one-year, three-years or five-years. The origination of fixed-rate mortgage loans versus adjustable-rate mortgage loans is monitored on an ongoing basis and is affected significantly by the level of market interest rates, customer preference, interest rate risk position and competitors’ loan products.

 

Adjustable-rate mortgage loans make the loan portfolio more interest rate sensitive and provide an alternative for those borrowers who meet the underwriting criteria, but are unable to qualify for a fixed-rate mortgage. However, as the interest income earned on adjustable-rate mortgage loans varies with prevailing interest rates, such loans do not offer predictable cash flows in the same manner as long-term, fixed-rate loans. Adjustable-rate mortgage loans carry increased credit risk associated with potentially higher monthly payments by borrowers as general market interest rates increase. It is possible that during periods of rising interest rates that the risk of delinquencies and defaults on adjustable-rate mortgage loans may increase due to the upward adjustment of interest costs to the borrower, resulting in increased loan losses.

 

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Residential first mortgage loans customarily include due-on-sale clauses, which gives the Company the right to declare a loan immediately due and payable in the event that, among other things, the borrower sells or otherwise disposes of the underlying real property serving as collateral for the loan. Due-on-sale clauses are a means of imposing assumption fees and increasing the interest rate on mortgage portfolio during periods of rising interest rates.

 

When underwriting residential real estate loans, the Company reviews and verifies each loan applicant’s income and credit history. Management believes that stability of income and past credit history are integral parts in the underwriting process. Generally, the applicant’s total monthly mortgage payment, including all escrow amounts, is limited to 30% of the applicant’s total monthly income. In addition, total monthly obligations of the applicant, including mortgage payments, generally should not exceed 43% of total monthly income. Written appraisals are generally required on real estate property offered to secure an applicant’s loan. For one- to four-family real estate loans with loan to value ratios of over 80%, private mortgage insurance is generally required. Fire and casualty insurance is also required on all properties securing real estate loans. Title insurance may be required, as circumstances warrant.

 

The Company does not offer an “interest only” mortgage loan product on one- to four-family residential properties (where the borrower pays interest for an initial period, after which the loan converts to a fully amortizing loan). They also do not offer loans that provide for negative amortization of principal, such as “Option ARM” loans, where the borrower can pay less than the interest owed on the loan, resulting in an increased principal balance during the life of the loan. The Company does not offer a “subprime loan” program (loans that generally target borrowers with weakened credit histories typically characterized by payment delinquencies, previous charge-offs, judgments, bankruptcies, or borrowers with questionable repayment capacity as evidenced by low credit scores or high debt-burden ratios) or Alt-A loans (traditionally defined as loans having less than full documentation).

 

Commercial Real Estate Loans - The Company originates and purchases commercial real estate loans. Commercial real estate loans are secured primarily by improved properties such as multi-family residential, retail facilities and office buildings, restaurants and other non-residential buildings. The maximum loan-to-value ratio for commercial real estate loans originated is generally 80%. Commercial real estate loans are generally written up to terms of five years with adjustable interest rates. The rates are generally tied to the prime rate and generally have a specified floor. Many of the fixed-rate commercial real estate loans are not fully amortizing and therefore require a “balloon” payment at maturity. The Company purchases from time to time commercial real estate loan participations primarily from outside the Company’s market area. All participation loans are approved following an internal review to ensure that the loan satisfies the underwriting standards.

 

Underwriting standards for commercial real estate loans include a determination of the applicant’s credit history and an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan. The income approach is primarily utilized to determine whether income generated from the applicant’s business or real estate offered as collateral is adequate to repay the loan. There is an emphasis on the ratio of the property’s projected net cash flow to the loan’s debt service requirement (generally requiring a minimum ratio of 120%). In underwriting a loan, the value of the real estate offered as collateral in relation to the proposed loan amount is considered. Generally, the loan amount cannot be greater than 80% of the value of the real estate. Written appraisals are usually obtained from either licensed or certified appraisers on all commercial real estate loans in excess of $250,000. Creditworthiness of the applicant is assessed by reviewing a credit report, financial statements and tax returns of the applicant, as well as obtaining other public records regarding the applicant.

 

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Loans secured by commercial real estate generally involve a greater degree of credit risk than one- to four-family residential mortgage loans and carry larger loan balances. This increased credit risk is a result of several factors, including the effects of general economic conditions on income producing properties and the successful operation or management of the properties securing the loans. Furthermore, the repayment of loans secured by commercial real estate is typically dependent upon the successful operation of the related business and real estate property. If the cash flow from the project is reduced, the borrower’s ability to repay the loan may be impaired.

 

Agricultural Real Estate Loans - The Company originates and purchases agricultural real estate loans. The maximum loan-to-value ratio for agricultural real estate loans we originate is generally 75%. Our agricultural real estate loans are generally written up to terms of five years with adjustable interest rates.  The rates are generally tied to the average yield on U.S. Treasury securities, adjusted to a constant maturity of one-year, three-years, or five-years and generally have a specified floor. Many of our fixed-rate agricultural real estate loans are not fully amortizing and therefore require a “balloon” payment at maturity. We purchase from time to time agricultural real estate loan participations primarily from other local institutions within our market area. All participation loans are approved following a review to ensure that the loan satisfies our underwriting standards.

 

Underwriting standards for agricultural real estate include a determination of the applicant’s credit history and an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan. The income approach is primarily utilized to determine whether income generated from the applicant’s farm operation or real estate offered as collateral is adequate to repay the loan. We emphasize the ratio of the property’s projected cash flow to the loan’s debt service requirement (generally requiring a minimum ratio of 120%). In underwriting a loan, we consider the value of the real estate offered as collateral in relation to the proposed loan amount. Generally, the loan amount cannot be greater than 80% of the value of the real estate. We usually obtain written appraisals from either licensed or certified appraisers on all agricultural real estate loans in excess of $250,000. We assess the creditworthiness of the applicant by reviewing a credit report, financial statements and tax returns of the applicant, as well as obtaining other public records regarding the applicant.

 

Loans secured by agricultural real estate generally involve a greater degree of credit risk than one- to four-family residential mortgage loans and carry larger loan balances. This increased credit risk is a result of several factors, including the effects of general economic and market conditions on farm operations and the successful operation or management of the properties securing the loans. The repayment of loans secured by agricultural estate is typically dependent upon the successful operation of the farm and real estate property. If the cash flow is reduced, the borrower’s ability to repay the loan may be impaired.

 

Home Equity Loans – The Company originates home equity loans and lines of credit, which are generally secured by the borrower’s principal residence. The maximum amount of a home equity loan or line of credit is generally 95% of the appraised value of a borrower’s real estate collateral less the amount of any existing mortgages or related liabilities. Home equity loans and lines of credit are approved with both fixed and adjustable interest rates which we determine based upon market conditions. Such loans may be fully amortized over the life of the loan or have a balloon feature. Generally, the maximum term for home equity loans is 10 years.

 

Underwriting standards for home equity loans include a determination of the applicant’s credit history and an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and additionally from any verifiable secondary income. We also consider the length of employment with the borrower’s present employer as well as the amount of time the borrower has lived in the local area. Creditworthiness of the applicant is of primary consideration; however, the underwriting process also includes a comparison of the value of the collateral in relation to the proposed loan amount.

 

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Home equity loans entail greater risks than one- to four-family residential mortgage loans, which are secured by first lien mortgages. In such cases, collateral repossessed after a default may not provide an adequate source of repayment of the outstanding loan balance because of damage or depreciation in the value of the property or loss of equity to the first lien position. Further, home equity loan payments are dependent on the borrower’s continuing financial stability, and therefore are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Finally, the application of various Federal and state laws, including Federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans in the event of a default.

 

Commercial Business Loans - The Company originates commercial business loans to borrowers located in the Company’s market area which are secured by collateral other than real estate or which can be unsecured. Commercial business loan participations are also purchased from other lenders, which may be made to borrowers outside the Company’s market area. Commercial business loans are generally secured by equipment and inventory and generally are offered with adjustable rates tied to the prime rate or the average yield on U.S. Treasury securities, adjusted to a constant maturity of either one-year, three-years or five-years and various terms of maturity generally from three years to five years. Unsecured business loans are originated on a limited basis in those instances where the applicant’s financial strength and creditworthiness has been established. Commercial business loans generally bear higher interest rates than residential loans, but they also may involve a higher risk of default since their repayment is generally dependent on the successful operation of the borrower’s business. Personal guarantees are generally obtained from the borrower or a third party as a condition to originating its business loans.  

 

Underwriting standards for commercial business loans include a determination of the applicant’s ability to meet existing obligations and payments on the proposed loan from normal cash flows generated in the applicant’s business. The financial strength of each applicant is assessed through the review of financial statements and tax returns provided by the applicant. The creditworthiness of an applicant is derived from a review of credit reports as well as a search of public records. Business loans are periodically reviewed following origination. Financial statements are requested at least annually and reviewed for substantial deviations or changes that might affect repayment of the loan. Loan officers also visit the premises of borrowers to observe the business premises, facilities, and personnel and to inspect the pledged collateral. Underwriting standards for business loans are different for each type of loan depending on the financial strength of the applicant and the value of collateral offered as security.

 

Agricultural Business Loans - The Company originates agricultural business loans to borrowers located in our market area which are secured by collateral other than real estate or which can be unsecured. Agricultural business loans are generally secured by equipment and blanket security agreements on all farm assets. These loans are generally offered with fixed rates with terms up to five years. Agricultural business loans generally bear lower interest rates than residential loans due to competitive market pressures. The repayment of agricultural business loans is generally dependent on the successful operation of the farm operation. Personal guarantees are generally obtained from the borrower as a condition to originating agricultural business loans.

 

Underwriting standards for agricultural business loans include a determination of the applicant’s ability to meet existing obligations and payments on the proposed loan from normal cash flows generated in the applicant’s business. The financial strength of each applicant is assessed through the review of financial statements, pro-forma cash flow statements, and tax returns provided by the applicant. The creditworthiness of an applicant is derived from a review of credit reports as well as a search of public records. Financial statements are requested at least annually and reviewed for substantial deviations or changes that might affect repayment of the loan. Loan officers may also visit the premises of borrowers to observe the operation, facilities, equipment, and personnel and to inspect the pledged collateral. Underwriting standards for agricultural business loans are different for each type of loan depending on the financial strength of the applicant and the value of collateral offered as security.

 

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The repayment of agricultural business loans generally is dependent on the successful operation of a farm and can be adversely affected by fluctuations in crop prices, increase in interest rates, and changes in weather conditions. These developments may result in smaller harvests and less income for farmers which may adversely affect such borrower’s ability to repay a loan, and potentially result in an increase in the level of problem loans and loan losses in our agricultural portfolio. While not required, the majority of our agricultural business loans are covered by crop insurance, which provides protection against loss due to lower crop yields as a result of unfavorable weather conditions.

 

Consumer Loans – The Company originates consumer loans, including automobile loans, loans secured by deposit accounts, unsecured loans and mobile home loans. Consumer loans are generally offered on a fixed-rate basis. Automobile loans are generally offered with maturities of up to 60 months for new automobiles. Loans secured by used automobiles will have maximum terms which vary depending upon the age of the automobile. Automobile loans are generally originated with a loan-to-value ratio below the greater of 80% of the purchase price or 100% of NADA loan value. The loan-to-value ratio may be greater or less depending on the borrower’s credit history, debt to income ratio, home ownership and other banking relationships with us.

 

Underwriting standards for consumer loans include a determination of the applicant’s credit history and an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment, and additionally from any verifiable secondary income. We also consider the length of employment with the borrower’s present employer as well as the amount of time the borrower has lived in the local area. Creditworthiness of the applicant is of primary consideration; however, the underwriting process also includes a comparison of the value of the collateral in relation to the proposed loan amount.

 

Consumer loans entail greater risks than one- to four-family residential mortgage loans, particularly consumer loans secured by rapidly depreciating assets such as automobiles or loans that are unsecured. In such cases, collateral repossessed after a default may not provide an adequate source of repayment of the outstanding loan balance because of damage, loss or depreciation. Further, consumer loan payments are dependent on the borrower’s continuing financial stability, and therefore are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Such events would increase our risk of loss on unsecured loans. Finally, the application of various Federal and state laws, including Federal and state bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans in the event of a default.

 

The following tables present the balance in the allowance for loan losses and the recorded investment in loans based on portfolio segment and impairment method as of and for the periods ended March 31, 2018, March 31, 2017, and December 31, 2017.

 

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    March 31, 2018  
          Commercial     Agricultural                                      
    1-4 Family     Real Estate     Real Estate     Home Equity     Commercial     Agricultural     Consumer     Unallocated     Total  
Allowance for Loan Losses:                                                                        
Beginning Balance, December 31, 2017   $ 677,107     $ 846,045     $ 225,478     $ 95,902     $ 397,572     $ 288,922     $ 239,936     $ 108,548     $ 2,879,510  
Provision (credit) charged to expense     (110,505 )     42,717       4,778       (29,500 )     4,261       (40,191 )     (35,059 )     3,499       (160,000 )
Losses charged off     -       -       -       -       -       -       -       -       -  
Recoveries     9,454       5,808       -       525       32       -       2,604       -       18,423  
Ending balance, March 31, 2018   $ 576,056     $ 894,570     $ 230,256     $ 66,927     $ 401,865     $ 248,731     $ 207,481     $ 112,047     $ 2,737,933  
                                                                         
Ending balance:                                                                        
individually evaluated for impairment   $ 224,993     $ 451,367     $ -     $ -     $ 129,416     $ 113,131     $ -     $ -     $ 918,907  
Ending balance:                                                                        
collectively evaluated for impairment   $ 351,063     $ 443,203     $ 230,256     $ 66,927     $ 272,449     $ 135,600     $ 207,481     $ 112,047     $ 1,819,026  
                                                                         
Loans:                                                                        
Ending balance   $ 46,695,828     $ 36,092,381     $ 40,611,733     $ 9,670,718     $ 27,857,933     $ 12,551,929     $ 15,340,380     $ -     $ 188,820,902  
Ending balance:                                                                        
individually evaluated for impairment   $ 1,154,224     $ 1,806,302     $ -     $ 46,629     $ 1,241,386     $ 269,534     $ -     $ -     $ 4,518,075  
Ending balance:                                                                        
collectively evaluated for impairment   $ 45,541,604     $ 34,286,079     $ 40,611,733     $ 9,624,089     $ 26,616,547     $ 12,282,395     $ 15,340,380     $ -     $ 184,302,827  

 

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    March 31, 2017  
          Commercial     Agricultural                                      
    1-4 Family     Real Estate     Real Estate     Home Equity     Commercial     Agricultural     Consumer     Unallocated     Total  
Allowance for Loan Losses:                                                                        
Beginning Balance, December 31, 2016   $ 832,000     $ 1,044,553     $ 191,359     $ 173,626     $ 301,478     $ 167,469     $ 182,653     $ 114,257     $ 3,007,395  
Provision charged to expense     (49,055 )     167,304       26,801       (17,364 )     (26,604 )     (33,605 )     (12,992 )     (24,485 )     30,000  
Losses charged off     (18,367 )     -       -       -       -       -       -       -       (18,367 )
Recoveries     6,550       3,872       -       2,525       29       -       3,404       -       16,380  
Ending balance, March 31, 2017   $ 771,128     $ 1,215,729     $ 218,160     $ 158,787     $ 274,903     $ 133,864     $ 173,065     $ 89,772     $ 3,035,408  
                                                                         
Ending balance:                                                                        
individually evaluated for impairment   $ 251,976     $ 894,407     $ -     $ -     $ 62,059     $ 10,796     $ -     $ -     $ 1,219,238  
Ending balance:                                                                        
collectively evaluated for impairment   $ 519,152     $ 321,322     $ 218,160     $ 158,787     $ 212,844     $ 123,068     $ 173,065     $ 89,772     $ 1,816,170  
                                                                         
Loans:                                                                        
Ending balance   $ 45,367,530     $ 38,872,870     $ 38,665,494     $ 11,032,862     $ 21,302,516     $ 11,171,580     $ 15,190,490     $ -     $ 181,603,342  
Ending balance:                                                                        
individually evaluated for impairment   $ 728,294     $ 2,765,091     $ -     $ 52,541     $ 518,326     $ 379,307     $ -     $ -     $ 4,443,559  
Ending balance:                                                                        
collectively evaluated for impairment   $ 44,639,236     $ 36,107,779     $ 38,665,494     $ 10,980,321     $ 20,784,190     $ 10,792,273     $ 15,190,490     $ -     $ 177,159,783  

 

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    December 31, 2017  
          Commercial     Agricultural                                      
    1-4 Family     Real Estate     Real Estate     Home Equity     Commercial     Agricultural     Consumer     Unallocated     Total  
Allowance for Loan Losses:                                                                        
Beginning Balance, December 31, 2016   $ 832,000     $ 1,044,553     $ 191,359     $ 173,626     $ 301,478     $ 167,469     $ 182,653     $ 114,257     $ 3,007,395  
Provision (credit) charged to expense     (127,286 )     95,961       34,119       (81,824 )     (305,586 )     121,453       88,872       (5,709 )     (180,000 )
Losses charged off     (51,695 )     (315,766 )     -       -       (2,706 )     -       (39,692 )     -       (409,859 )
Recoveries     24,088       21,297       -       4,100       404,386       -       8,103       -       461,974  
Ending balance, December 31, 2017   $ 677,107     $ 846,045     $ 225,478     $ 95,902     $ 397,572     $ 288,922     $ 239,936     $ 108,548     $ 2,879,510  
                                                                         
Ending balance:                                                                        
individually evaluated for impairment   $ 176,635     $ 472,393     $ -     $ -     $ 132,901     $ 144,438     $ -     $ -     $ 926,367  
Ending balance:                                                                        
collectively evaluated for impairment   $ 500,472     $ 373,652     $ 225,478     $ 95,902     $ 264,671     $ 144,484     $ 239,936     $ 108,548     $ 1,953,143  
                                                                         
Loans:                                                                        
Ending balance   $ 45,844,543     $ 37,260,090     $ 40,129,028     $ 10,117,647     $ 26,934,790     $ 13,400,651     $ 15,760,797     $ -     $ 189,447,546  
Ending balance:                                                                        
individually evaluated for impairment   $ 663,366     $ 1,434,722     $ -     $ 43,683     $ 553,950     $ 375,951     $ -     $ -     $ 3,071,672  
Ending balance:                                                                        
collectively evaluated for impairment   $ 45,181,177     $ 35,825,368     $ 40,129,028     $ 10,073,964     $ 26,380,840     $ 13,024,700     $ 15,760,797     $ -     $ 186,375,874  

 

Management’s opinion as to the ultimate collectability of loans is subject to estimates regarding future cash flows from operations and the value of property, real and personal, pledged as collateral.  These estimates are affected by changing economic conditions and the economic prospects of borrowers.

 

The allowance for loan losses is maintained at a level that, in management’s judgment, is adequate to cover probable credit losses inherent in the loan portfolio at the balance sheet date. The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.

 

The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectability of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.

 

The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan.

 

  20  

 

  

A loan is considered impaired when, based on current information and events, it is probable that the scheduled payments of principal or interest will not be able to be collected when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis for commercial and agricultural loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price or the fair value of the collateral if the loan is collateral dependent.

 

Groups of loans with similar risk characteristics are collectively evaluated for impairment based on the group’s historical loss experience adjusted for changes in trends, conditions and other relevant factors that affect repayment of the loans. Accordingly, individual consumer and residential loans are not separately identified for impairment measurements, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.

 

The general component covers non-classified loans and is based on historical charge-off experience and expected loss given the internal risk rating process. The loan portfolio is stratified into homogeneous groups of loans that possess similar loss characteristics and an appropriate loss ratio adjusted for other qualitative factors is applied to the homogeneous pools of loans to estimate the incurred losses in the loan portfolio.  

 

There have been no changes to the Company’s accounting policies or methodology from the prior periods.

 

Credit Quality Indicators

 

The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as: current financial information, historical payment experience, credit documentation, public information, and current economic trends among other factors. The Company analyzes loans individually by classifying the loans as to credit risk. This analysis is performed on all loans at origination. In addition, lending relationships over $750,000, new commercial and commercial real estate loans, and watch list credits are reviewed annually by our external loan review firm in order to verify risk ratings. All watch list credits are reviewed by management and reported to the Board monthly. The Company uses the following definitions for risk ratings:

 

Special Mention – Loans classified as special mention have a potential weakness that deserves management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the loan or of the institution’s credit position at some future date.

 

Substandard – Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected.

 

Doubtful – Loans classified as doubtful have all the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.

 

  21  

 

  

Loans not meeting the criteria above that are analyzed individually as part of the foregoing are considered to be Pass rated loans.

 

The following tables present the credit risk profile of the Company’s loan portfolio based on rating category and payment activity as of March 31, 2018 and December 31, 2017.

 

    1-4 Family     Commercial Real Estate     Agricultural Real Estate     Home Equity  
    March 31,     December 31,     March 31,     December 31,     March 31,     December 31,     March 31,     December 31,  
    2018     2017     2018     2017     2018     2017     2018     2017  
Rating:                                                                
Pass   $ 44,082,787     $ 43,254,380     $ 33,956,183     $ 35,239,108     $ 40,375,233     $ 39,892,528     $ 9,465,581     $ 9,893,063  
Special Mention     259,479       809,345       57,637       310,770       -       -       49,149       75,347  
Substandard     2,353,562       1,780,818       2,078,561       1,710,212       236,500       236,500       155,988       149,237  
Total   $ 46,695,828     $ 45,844,543     $ 36,092,381     $ 37,260,090     $ 40,611,733     $ 40,129,028     $ 9,670,718     $ 10,117,647  

 

    Commercial     Agricultural     Consumer     Total  
    March 31,     December 31,     March 31,     December 31,     March 31,     December 31,     March 31,     December 31,  
    2018     2017     2018     2017     2018     2017     2018     2017  
Rating:                                                                
Pass   $ 26,609,443     $ 26,367,452     $ 11,843,253     $ 12,507,114     $ 14,568,695     $ 15,043,520     $ 180,901,175     $ 182,197,165  
Special Mention     3,187       8,819       43,500       139,306       11,343       17,092       424,295       1,360,679  
Substandard     1,245,303       558,519       665,176       754,231       760,342       700,185       7,495,432       5,889,702  
Total   $ 27,857,933     $ 26,934,790     $ 12,551,929     $ 13,400,651     $ 15,340,380     $ 15,760,797     $ 188,820,902     $ 189,447,546  

 

The following tables present the Company’s loan portfolio aging analysis as of March 31, 2018 and December 31, 2017.

 

    March 31, 2018  
    30-59 Days     60-89 Days     Greater than 90     Total                 Total Loans >90  
    Past Due     Past Due     Days Past Due     Past Due     Current     Total Loans     Days & Accruing  
                                           
One-to-four family residential   $ 545,313     $ 34,336     $ 147,753     $ 727,402     $ 45,968,426     $ 46,695,828     $ -  
Commercial real estate     -       -       158,662       158,662       35,933,719       36,092,381       -  
Agricultural real estate     -       -       -       -       40,611,733       40,611,733       -  
Home equity     52,062       24,193       -       76,255       9,594,463       9,670,718       -  
Commercial     4,793       -       3,918       8,711       27,849,222       27,857,933       -  
Agricultural     -       -       -       -       12,551,929       12,551,929       -  
Consumer     114,636       23,820       94,378       232,834       15,107,546       15,340,380       -  
Total   $ 716,804     $ 82,349     $ 404,711     $ 1,203,864     $ 187,617,038     $ 188,820,902     $ -  

 

  22  

 

  

    December 31, 2017  
    30-59 Days     60-89 Days     Greater than 90     Total                 Total Loans >90  
    Past Due     Past Due     Days Past Due     Past Due     Current     Total Loans     Days & Accruing  
                                           
One-to-four family residential   $ 243,627     $ 169,154     $ 157,550     $ 570,331     $ 45,274,212     $ 45,844,543     $ -  
Commercial real estate     -       139,467       19,195       158,662       37,101,428       37,260,090       -  
Agricultural real estate     -       -       -       -       40,129,028       40,129,028       -  
Home equity     20,082       75,247       -       95,329       10,022,318       10,117,647       -  
Commercial     5,485       -       4,317       9,802       26,924,988       26,934,790       -  
Agricultural     -       -       -       -       13,400,651       13,400,651       -  
Consumer     74,459       105,845       11,307       191,611       15,569,186       15,760,797       -  
Total   $ 343,653     $ 489,713     $ 192,369     $ 1,025,735     $ 188,421,811     $ 189,447,546     $ -  

 

The accrual of interest on loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on non-accrual or charged-off at an earlier date if collection of principal and interest is considered doubtful.

 

All interest accrued but not collected for loans that are placed on non-accrual or charged-off are reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all principal and interest amounts contractually due are brought current and future payments are reasonably assured.

 

The Company actively seeks to reduce its investment in impaired loans. The primary tools to work through impaired loans are settlement with the borrowers or guarantors, foreclosure of the underlying collateral, or restructuring.

 

The Company will restructure loans when the borrower demonstrates the inability to comply with the terms of the loan, but can demonstrate the ability to meet acceptable restructured terms. Restructurings generally include one or more of the following restructuring options; reduction in the interest rate on the loan, payment extensions, forgiveness of principal, forbearance, or other actions intended to maximize collection. Restructured loans in compliance with modified terms are classified as impaired.

 

  23  

 

  

The following tables present impaired loans at or for the three months ended March 31, 2018 and 2017 and for the year ended December 31, 2017.

 

    Three Months Ended March 31, 2018  
                      Average           Interest  
          Unpaid           Impairment in     Interest     Income  
    Recorded     Principal     Specific     Impaired     Income     Recognized  
    Balance     Balance     Allowance     Loans     Recognized     Cash Basis  
Loans without a specific allowance:                                                
One-to-four family residential   $ 212,908     $ 212,908     $ -     $ 217,436     $ 2,834     $ 2,886  
Commercial real estate     838,443       838,443       -       835,880       12,795       11,067  
Commercial     1,111,970       1,111,970       -       1,094,363       12,940       4,828  
Home equity     46,629       46,629       -       47,404       844       796  
Loans with a specific allowance:                                                
One-to-four family residential     941,316       941,316       224,993       951,131       12,372       12,023  
Commercial real estate     967,859       967,859       451,367       1,040,249       14,765       14,984  
Commercial     129,416       129,416       129,416       145,514       2,274       3,125  
Agricultural     269,534       269,534       113,131       279,762       3,159       7,549  
Total:                                                
One-to-four family residential     1,154,224       1,154,224       224,993       1,168,567       15,206       14,909  
Commercial real estate     1,806,302       1,806,302       451,367       1,876,129       27,560       26,051  
Commercial     1,241,386       1,241,386       129,416       1,239,877       15,214       7,953  
Agricultural     269,534       269,534       113,131       279,762       3,159       7,549  
Home equity     46,629       46,629       -       47,404       844       796  
Total   $ 4,518,075     $ 4,518,075     $ 918,907     $ 4,611,739     $ 61,983     $ 57,258  

 

  24  

 

 

    Three Months Ended March 31, 2017  
                      Average           Interest  
          Unpaid           Impairment in     Interest     Income  
    Recorded     Principal     Specific     Impaired     Income     Recognized  
    Balance     Balance     Allowance     Loans     Recognized     Cash Basis  
Loans without a specific allowance:                                                
One-to-four family residential   $ 231,961     $ 231,961     $ -     $ 265,795     $ 3,563     $ 3,713  
Commercial real estate     1,053,432       1,053,432       -       1,053,606       14,552       19,933  
Commercial     411,682       411,682       -       535,531       6,732       5,924  
Home equity     52,541       52,541       -       53,321       893       790  
Loans with a specific allowance:                                                
One-to-four family residential     496,333       496,333       251,976       499,324       6,350       5,076  
Commercial real estate     1,711,659       1,711,659       894,407       1,740,514       22,022       20,011  
Commercial     106,644       106,644       62,059       112,152       975       391  
Agricultural     379,307       379,307       10,796       395,658       4,800       18,313  
Total:                     -                          
One-to-four family residential     728,294       728,294       251,976       765,119       9,913       8,789  
Commercial real estate     2,765,091       2,765,091       894,407       2,794,120       36,574       39,944  
Commercial     518,326       518,326       62,059       647,683       7,707       6,315  
Agricultural     379,307       379,307       10,796       395,658       4,800       18,313  
Home equity     52,541       52,541       -       53,321       893       790  
Total   $ 4,443,559     $ 4,443,559     $ 1,219,238     $ 4,655,901     $ 59,887     $ 74,151  

 

  25  

 

  

    Year Ended December 31, 2017  
                      Average           Interest  
          Unpaid           Impairment in     Interest     Income  
    Recorded     Principal     Specific     Impaired     Income     Recognized  
    Balance     Balance     Allowance     Loans     Recognized     Cash Basis  
Loans without a specific allowance:                                                
One-to-four family residential   $ 223,997     $ 223,997     $ -     $ 244,463     $ 12,789     $ 12,771  
Commercial real estate     444,500       444,500       -       951,010       41,732       40,184  
Commercial     421,049       421,049       -       473,657       24,123       23,768  
Home equity     43,683       43,683       -       52,350       3,617       3,393  
Loans with a specific allowance:                                                
One-to-four family residential     439,369       439,369       176,635       434,203       21,596       20,823  
Commercial real estate     990,222       990,222       472,393       1,071,991       61,601       63,773  
Commercial     132,901       132,901       132,901       145,858       2,608       1,545  
Agricultural     375,951       375,951       144,438       381,803       18,053       26,240  
Total:                                                
One-to-four family residential     663,366       663,366       176,635       678,666       34,385       33,594  
Commercial real estate     1,434,722       1,434,722       472,393       2,023,001       103,333       103,957  
Commercial     553,950       553,950       132,901       619,515       26,731       25,313  
Agricultural     375,951       375,951       144,438       381,803       18,053       26,240  
Home equity     43,683       43,683       -       52,350       3,617       3,393  
Total   $ 3,071,672     $ 3,071,672     $ 926,367     $ 3,755,335     $ 186,119     $ 192,497  

 

  26  

 

  

Included in certain loan categories in the impaired loans are troubled debt restructurings (TDRs), where economic concessions have been granted to borrowers who have experienced financial difficulties, that were classified as impaired. These concessions typically include reductions in the interest rate, payment extensions, forgiveness of principal, forbearance or other actions. TDRs are considered impaired at the time of restructuring and typically are returned to accrual status after considering the borrower’s sustained repayment performance for a reasonable period of time, usually at least six months.

 

When loans are modified into a TDR, the Company evaluates any possible impairment similar to other impaired loans based on the present value of expected cash flows, discounted at the contractual interest rate of the original loan agreement, or based upon on the current fair value of the collateral, less selling costs for collateral dependent loans. If the Company determined that the value of the modified loan is less than the recorded investment in the loan (net of previous charge-offs, deferred loan fees or costs and unamortized premium or discount), impairment is recognized through an allowance estimate or a charge-off to the allowance. In periods subsequent to modification, the Company evaluates all TDRs, including those that have payment defaults, for possible impairment and recognizes impairment through the allowance.

 

The following table presents the recorded balance, at original cost, of TDRs, as of March 31, 2018 and December 31, 2017.

 

    March 31, 2018     December 31, 2017  
             
One-to-four family residential   $ 661,579     $ 677,031  
Commercial real estate     947,651       965,926  
Agricultural real estate     236,500       236,500  
Home equity     -       4,417  
Commercial loans     337,748       343,414  
Agricultural loans     94,000       93,914  
Consumer loans     77,351       80,011  
                 
Total   $ 2,354,829     $ 2,401,213  

 

The following table presents the recorded balance, at original cost, of TDRs, which were performing according to the terms of the restructuring, as of March 31, 2018 and December 31, 2017.

 

    March 31, 2018     December 31, 2017  
             
One-to-four family residential   $ 625,816     $ 677,031  
Commercial real estate     808,184       826,459  
Agricultural real estate     236,500       236,500  
Home equity     -       4,417  
Commercial loans     337,748       343,414  
Agricultural loans     94,000       93,914  
Consumer loans     61,173       65,006  
                 
Total   $ 2,163,421     $ 2,246,741  

 

  27  

 

 

The following table presents loans modified as TDRs during the three months ended March 31, 2018 and 2017.

 

    Three Months Ended     Three Months Ended  
    March 31, 2018     March 31, 2017  
    Number of     Recorded     Number of     Recorded  
    Modifications     Investment     Modifications     Investment  
                         
One-to-four family residential     -     $ -       -     $ -  
Commercial real estate     -       -       1       459,987  
Agricultural real estate     -       -       1       236,500  
Home equity     -       -       -       -  
Commercial loans     -       -       1       53,194  
Agricultural loans     1       94,000       -       -  
Consumer loans     -       -       -       -  
                                 
Total     1     $ 94,000       3     $ 749,681  

 

First Quarter, 2018 Modifications

 

The Company modified one agricultural loan with a recorded investment of $94,000. The modification was made to renew the loan and defer the principal payment to maturity. The modification did not result in a write-off of the principal balance nor was there a significant difference between the pre-modification balance and the post-modification balance.

 

First Quarter, 2017 Modifications

 

The Company modified one commercial real estate loan with a recorded investment of $459,987. The modification was made to lower the rate and extend the amortization. The Company modified one agricultural real estate loan with a recorded investment of $236,500. The modification was made to consolidate notes and extend the amortization. The Company modified one commercial loan with a recorded investment of $53,194. The modification was made to combine three notes and lower the rate. The modifications did not result in a write-off of the principal balance nor was there a significant difference between the pre-modification balance and the post-modification balance.

 

TDRs with Defaults

 

Management considers the level of defaults within the various portfolios when evaluating qualitative adjustments used to determine the adequacy of the allowance for loan losses. During the three month period ended March 31, 2018, one commercial real estate loan of $139,467 was considered a TDR defaulted as it was more than 90 days past due at March 31, 2018. Default occurs when a loan is 90 days or more past due, transferred to nonaccrual or charged-off, and is within twelve months of restructuring.

 

During the three month period ended March 31, 2017, one residential real estate loan of $67,025 and one consumer loan of $4,245 that were considered TDRs defaulted as they were more than 90 days past due at March 31, 2017.

 

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The following table presents the Company’s nonaccrual loans at March 31, 2018 and December 31, 2017. This table excludes performing TDRs.

 

    March 31, 2018     December 31, 2017  
             
One-to-four family residential   $ 435,820     $ 366,992  
Commercial real estate     790,269       1,057,663  
Agricultural real estate     -       -  
Home equity     93,253       86,239  
Commercial loans     133,333       137,471  
Agricultural loans     -       -  
Consumer loans     184,648       104,360  
                 
Total   $ 1,637,323     $ 1,752,725  

 

6. INVESTMENTS

 

The amortized cost and approximate fair value of securities, all of which are classified as available-for-sale, are as follows:

 

          Gross     Gross        
    Amortized     Unrealized     Unrealized        
    Cost     Gains     Losses     Fair Value  
March 31, 2018:                                
U.S. government and agencies   $ 11,320,387     $ -     $ (701,514 )   $ 10,618,873  
Mortgage-backed securities (government- sponsored enterprises - residential)     58,154,675       -       (1,771,559 )     56,383,116  
Municipal bonds     42,423,929       255,895       (689,850 )     41,989,974  
    $ 111,898,991     $ 255,895     $ (3,162,923 )   $ 108,991,963  
                                 
December 31, 2017:                                
U.S. government and agencies   $ 11,360,796     $ -     $ (489,616 )   $ 10,871,180  
Mortgage-backed securities (government- sponsored enterprises - residential)     56,048,355       1,499       (818,657 )     55,231,197  
Municipal bonds     44,951,679       618,470       (277,220 )     45,292,929  
    $ 112,360,830     $ 619,969     $ (1,585,493 )   $ 111,395,306  

 

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The amortized cost and fair value of available-for-sale securities at March 31, 2018, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

    Amortized     Fair  
    Cost     Value  
Within one year   $ 346,687     $ 346,260  
More than one to five years     4,805,045       4,818,452  
More than five to ten years     19,657,634       19,308,274  
After ten years     28,934,950       28,135,861  
      53,744,316       52,608,847  
Mortgage-backed securities (government- sponsored enterprises - residential)     58,154,675       56,383,116  
    $ 111,898,991     $ 108,991,963  

 

The carrying value of securities pledged as collateral, to secure public deposits and for other purposes, was $56,728,000 at March 31, 2018 and $57,341,000 at December 31, 2017.

 

The book value of securities sold under agreement to repurchase amounted to $3,664,000 at March 31, 2018 and $5,212,000 at December 31, 2017. At March 31, 2018, we had $1,990,000 of repurchase agreements secured by U.S. government agency bonds and $1,674,000 of repurchase agreements secured by mortgage backed securities. All of our repurchase agreements mature overnight. The right of offset for a repurchase agreement resembles a secured borrowing, whereby the collateral pledged by the Company would be used to settle the fair value of the repurchase agreement should the Company be in default. The collateral is held by the Company in a segregated custodial account. In the event the collateral fair value falls below stipulated levels, the Company will pledge additional securities. The Company closely monitors collateral levels to ensure adequate levels are maintained.

 

Gross gains of $51,000 and $129,000 and gross losses of $18,000 and $0 resulting from sales of available-for-sale securities were realized during the three months ended March 31, 2018 and 2017, respectively.

 

Certain investments in debt securities are reported in the financial statements at an amount less than their historical cost. Total fair value of these investments at March 31, 2018 and December 31, 2017 were $95,152,000, and $82,720,000, respectively, which was approximately 87% and 74%, respectively, of the Company’s available-for-sale investment portfolio at each date.

 

Management believes the declines in fair value for these securities are temporary. Should the impairment of any of these securities become other than temporary, the cost basis of the investment will be reduced and the resulting loss recognized in net income in the period the other-than-temporary impairment is identified.

 

The following table shows the gross unrealized losses and fair value, aggregated by investment category and length of time that individual securities have been in a continuous loss position, at March 31, 2018 and December 31, 2017.

 

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    Less Than Twelve Months     Twelve Months or More     Total  
    Gross           Gross           Gross        
    Unrealized     Fair     Unrealized     Fair     Unrealized     Fair  
March 31, 2018   Losses     Value     Losses     Value     Losses     Value  
                                     
U.S. government agencies   $ (46,195 )   $ 974,666     $ (655,319 )   $ 9,644,208     $ (701,514 )   $ 10,618,874  
Mortgage-backed securities (government sponsored enterprises - residential)     (718,942 )     30,218,221       (1,052,617 )     26,164,896       (1,771,559 )     56,383,117  
Municipal bonds     (208,906 )     5,044,653       (480,944 )     23,105,108       (689,850 )     28,149,761  
                                                 
Total   $ (974,043 )   $ 36,237,540     $ (2,188,880 )   $ 58,914,212     $ (3,162,923 )   $ 95,151,752  

 

    Less Than Twelve Months     Twelve Months or More     Total  
    Gross           Gross           Gross        
    Unrealized     Fair     Unrealized     Fair     Unrealized     Fair  
December 31, 2017   Losses     Value     Losses     Value     Losses     Value  
                                     
U.S. government agencies   $ (23,513 )   $ 997,972     $ (466,103 )   $ 9,873,208     $ (489,616 )   $ 10,871,180  
Mortgage-backed securities (government sponsored enterprises - residential)     (240,968 )     26,489,556       (577,689 )     27,776,303       (818,657 )     54,265,859  
Municipal bonds     (138,840 )     12,341,123       (138,380 )     5,241,641       (277,220 )     17,582,764  
                                                 
Total   $ (403,321 )   $ 39,828,651     $ (1,182,172 )   $ 42,891,152     $ (1,585,493 )   $ 82,719,803  

 

The unrealized losses on the Company’s investments in municipal bonds, U.S. government and agencies, and mortgage-backed securities were caused by interest rate increases. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost bases of the investments. Because the Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2018 and December 31, 2017.

 

7. ACCUMULATED OTHER COMPREHENSIVE INCOME (LOSS)

 

The components of accumulated other comprehensive income (loss), included in stockholders’ equity, are as follows:

 

    March 31, 2018     December 31, 2017  
Net unrealized loss on securities available-for-sale   $ (2,907,028 )   $ (965,524 )
Tax effect     610,476       206,784  
Net-of-tax amount   $ (2,296,552 )   $ (758,740 )

 

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8. CHANGES IN ACCUMULATED OTHER COMPREHENSIVE INCOME (AOCI) BY COMPONENT

 

Amounts reclassified from AOCI and the affected line items in the statements of income during the three months ended March 31, 2018 and 2017, were as follows:

 

    Amounts Reclassified      
    from AOCI      
                Affected Line Item in the
    March 31, 2018     March 31, 2017     Statements of Income
Realized gains on securities available-for-sale securities   $ 32,780     $ 128,617     Net realized gains on sales of available-for-sale securities
      32,780       128,617    
Tax effect     (6,884 )     (43,730 ) Income taxes
Total reclassification out of AOCI   $ 25,896     $ 84,887     Net reclassified amount

 

9. DISCLOSURES ABOUT FAIR VALUE OF ASSETS

 

Fair value is the price that would be received to sell an asset in an orderly transaction between market participants at the measurement date. Fair value measurements must maximize the use of observable inputs and minimize the use of unobservable inputs. There is a hierarchy of three levels of inputs that may be used to measure fair value:

 

Level 1 Quoted prices in active markets for identical assets.

 

Level 2 Observable inputs other than Level 1 prices, such as quoted prices for similar assets; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets.

 

Level 3 Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets.

 

Recurring Measurements

The following table presents the fair value measurements of assets recognized in the accompanying condensed consolidated balance sheets measured at fair value on a recurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2018 and December 31, 2017:

 

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          March 31, 2018  
          Fair Value Measurements Using  
          Quoted Prices              
          in Active     Significant        
          Markets  for     Other     Significant  
          Identical     Observable     Unobservable  
          Assets     Inputs     Inputs  
    Fair Value     (Level 1)     (Level 2)     (Level 3)  
U.S. Government and agencies   $ 10,618,873     $ -     $ 10,618,873     $ -  
Mortgage-backed securities (Government sponsored enterprises - residential)     56,383,116       -       56,383,116       -  
Municipal bonds     41,989,974       -       41,989,974       -  

 

          December 31, 2017  
          Fair Value Measurements Using  
          Quoted Prices              
          in Active     Significant        
          Markets  for     Other     Significant  
          Identical     Observable     Unobservable  
          Assets     Inputs     Inputs  
    Fair Value     (Level 1)     (Level 2)     (Level 3)  
U.S. Government and agencies   $ 10,871,180     $ -     $ 10,871,180     $ -  
Mortgage-backed securities (Government sponsored enterprises - residential)     55,231,197       -       55,231,197       -  
Municipal bonds     45,292,929       -       45,292,929       -  

 

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a recurring basis and recognized in the accompanying condensed consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. There have been no significant changes in the valuation techniques during the three months ended March 31, 2018.

 

Available-for-Sale Securities - Where quoted market prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated by using quoted prices of securities with similar characteristics or independent asset pricing services and pricing models, the inputs of which are market-based on independently sourced market perspectives, including, but not limited to, yield curves, interest rates, volatilities, prepayments, defaults, cumulative loss projections and cash flows. Such securities are classified in Level 2 of the valuation hierarchy. In certain cases where Level 1 or Level 2 inputs are not available, securities are classified within Level 3 of the hierarchy.

 

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Nonrecurring Measurements

The following table presents the fair value measurement of assets measured at fair value on a nonrecurring basis and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2018 and December 31, 2017:

 

          March 31, 2018  
          Fair Value Measurements Using  
          Quoted Prices              
          in Active     Significant        
          Markets  for     Other     Significant  
          Identical     Observable     Unobservable  
          Assets     Inputs     Inputs  
    Fair Value     (Level 1)     (Level 2)     (Level 3)  
                                 
Impaired loans (collateral dependent)   $ 1,094,952     $ -     $ -     $ 1,094,952  

  

          December 31, 2017  
          Fair Value Measurements Using  
          Quoted Prices              
          in Active     Significant        
          Markets  for     Other     Significant  
          Identical     Observable     Unobservable  
          Assets     Inputs     Inputs  
    Fair Value     (Level 1)     (Level 2)     (Level 3)  
                                 
Impaired loans (collateral dependent)   $ 1,049,668     $ -     $ -     $ 1,049,668  

 

Following is a description of the valuation methodologies and inputs used for assets measured at fair value on a nonrecurring basis and recognized in the accompanying condensed consolidated balance sheets, as well as the general classification of such assets pursuant to the valuation hierarchy. For assets classified within Level 3 of the fair value hierarchy, the process used to develop the reported fair value is described below.

 

Impaired Loans (Collateral Dependent) - The estimated fair value of collateral-dependent impaired loans is based on the appraised fair value of the collateral, less estimated cost to sell. Collateral-dependent impaired loans are classified within Level 3 of the fair value hierarchy.

 

The Company considers the appraisal or evaluation as the starting point for determining fair value and then considers other factors and events in the environment that may affect the fair value. Appraisals of the collateral underlying collateral-dependent loans are obtained when the loan is determined to be collateral-dependent and subsequently as deemed necessary. Appraisals are reviewed for accuracy and consistency. Appraisers are selected from the list of approved appraisers maintained by management. The appraised values are reduced by discounts to consider lack of marketability and estimated cost to sell if repayment or satisfaction of the loan is dependent on the sale of the collateral.

 

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Unobservable (Level 3) Inputs

The following table presents quantitative information about unobservable inputs used in recurring and nonrecurring Level 3 fair value measurements.

 

    Fair Value at
3/31/18
    Valuation
Technique
  Unobservable Inputs   Range (Weighted
Average)
                     
Collateral-dependent impaired loans     1,094,952     Market comparable properties   Marketability discount   20% – 30% (25%)

 

    Fair Value at
12/31/17
    Valuation
Technique
  Unobservable Inputs   Range (Weighted
Average)
                     
Collateral-dependent impaired loans     1,049,668     Market comparable properties   Marketability discount   20% – 30% (25%)

 

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Fair Value of Financial Instruments

The following table presents estimated fair values of the Company’s other financial instruments and the level within the fair value hierarchy in which the fair value measurements fall at March 31, 2018 and December 31, 2017:

 

          March 31, 2018  
          Fair Value Measurements Using  
          Quoted Prices     Significant        
          in Active     Other     Significant  
          Markets for     Observable     Unobservable  
    Carrying     Identical Assets     Inputs     Inputs  
    Amount     (Level 1)     (Level 2)     (Level 3)  
Financial Assets                                
Cash and cash equivalents   $ 7,003,615     $ 7,003,615     $ -     $ -  
Interest-earning time deposits in banks     998,000       998,000       -       -  
Other investments     51,864       -       51,864       -  
Loans held for sale     275,115       -       275,115       -  
Loans, net of allowance for loan losses     186,070,456       -       -       184,967,405  
Federal Home Loan Bank stock     428,500       -       428,500       -  
Interest receivable     2,029,454       -       2,029,454       -  
Financial Liabilities                                
Deposits     261,518,469       -       192,415,562       69,878,446  
Other borrowings     3,663,976       -       3,663,976       -  
Advances from borrowers for taxes and insurance     1,828,407       -       1,828,407       -  
Interest payable     91,774       -       91,774       -  
Unrecognized financial instruments (net of contract amount)                                
Commitments to originate loans     -       -       -       -  
Letters of credit     -       -       -       -  
Lines of credit     -       -       -       -  

 

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          December 31, 2017  
          Fair Value Measurements Using  
          Quoted Prices     Significant        
          in Active     Other     Significant  
          Markets for     Observable     Unobservable  
    Carrying     Identical Assets     Inputs     Inputs  
    Amount     (Level 1)     (Level 2)     (Level 3)  
Financial Assets                                
Cash and cash equivalents   $ 5,889,628     $ 5,889,628     $ -     $ -  
Interest-earning time deposits     998,000       998,000       -       -  
Other investments     52,502       -       52,502       -  
Loans held for sale     178,833       -       178,833       -  
Loans, net of allowance for loan losses     186,557,550       -       -       185,755,924  
Federal Home Loan Bank stock     490,500       -       490,500       -  
Interest receivable     1,997,798       -       1,997,798       -  
Financial Liabilities                                
Deposits     252,700,432       -       181,052,653       72,392,640  
Short-term borrowings     16,112,154       -       16,112,154       -  
Advances from borrowers for taxes and insurance     1,153,926       -       1,153,926       -  
Interest payable     106,068       -       106,068       -  
Unrecognized financial instruments (net of contract amount)                                
Commitments to originate loans     -       -       -       -  
Letters of credit     -       -       -       -  
Lines of credit     -       -       -       -  

 

The following methods were used to estimate the fair value of all other financial instruments recognized in the accompanying condensed consolidated balance sheets at amounts other than fair value.

 

Cash and Cash Equivalents, Interest-Earning Time Deposits in Banks, Interest Receivable, Federal Home Loan Bank Stock, and Other Investments - The carrying amount approximates fair value.

 

Loans Held for Sale - For homogeneous categories of loans, such as mortgage loans held for sale, fair value is estimated using the quoted market prices for securities backed by similar loans, adjusted for differences in loan characteristics.

 

Loans – For March 31, 2018, the fair value of loans is estimated on an exit price basis incorporating discounts for credit, liquidity and marketability factors. This is not comparable with the fair values disclosed for December 31, 2017, which were based on an entrance price basis. For that date, fair values of variable rate loans that reprice frequently and with no significant change in credit risk were based on carrying values. The fair values of other loans as of that date were estimated using discounted cash flow analyses which used interest rates then being offered for loans with similar terms to borrowers of similar credit quality. Loans with similar characteristics were aggregated for purposes of the calculations.

 

Deposits - Deposits include demand deposits, savings accounts, NOW accounts and certain money market deposits. The carrying amount approximates fair value. The fair value of fixed-maturity time deposits is estimated using a discounted cash flow calculation that applies the rates currently offered for deposits of similar remaining maturities.

 

Short-term Borrowings, Interest Payable, and Advances from Borrowers for Taxes and Insurance - The carrying amount approximates fair value.

 

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Commitments to Originate Loans, Letters of Credit, and Lines of Credit - The fair value of commitments to originate loans is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates. The fair values of letters of credit and lines of credit are based on fees currently charged for similar agreements or on the estimated cost to terminate or otherwise settle the obligations with the counterparties at the reporting date.

 

10. MORTGAGE SERVICING RIGHTS

 

Activity in the balance of mortgage servicing rights, measured using the amortization method, for the three month period ended March 31, 2018 and the year ended December 31, 2017 was as follows:

 

    March 31, 2018     December 31, 2017  
Balance, beginning of period   $ 547,092     $ 552,827  
Servicing rights capitalized     15,878       78,824  
Amortization of servicing rights     (19,760 )     (84,559 )
Balance, end of period   $ 543,210     $ 547,092  

 

11. INCOME TAXES

 

A reconciliation of income tax expense at the statutory rate to the Company’s actual income tax expense for the three months ended March 31, 2018 and 2017 is shown below.

 

    March 31, 2018     March 31, 2017  
Computed at the statutory rate   $ 176,894     $ 352,143  
Increase (decrease) resulting from                
Tax exempt interest     (70,899 )     (109,662 )
State income taxes, net     55,959       47,224  
Increase in cash surrender value     (7,973 )     (13,837 )
Other, net     125       280  
                 
Actual tax expense   $ 154,106     $ 276,148  

 

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12. COMMITMENTS AND CONTINGENCIES

 

Occasionally, the Company is a defendant in legal actions arising from normal business activities. Management, after consultation with legal counsel, believes that the resolution of these actions will not have any material adverse effect on the Company's consolidated financial statements.

 

The Company is a party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers in the way of commitments to extend credit. Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer's creditworthiness on a case-by-case basis. Substantially all of the Company's loans are to borrowers located in Cass, Morgan, Macoupin, Montgomery, and surrounding counties in Illinois.

 

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JACKSONVILLE BANCORP, INC.

 

Item 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

 

 

Management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding the financial condition and results of the Company. The information contained in this section should be read in conjunction with the unaudited condensed consolidated financial statements and accompanying notes thereto.

 

Forward Looking Statements

This Form 10-Q contains certain “forward-looking statements” which may be identified by the use of words such as “believe,” “expect,” “anticipate,” “should,” “planned,” “estimated,” and “potential.” Examples of forward-looking statements include, but are not limited to, estimates with respect to our financial condition, results of operations and business that are subject to various factors that could cause actual results to differ materially from these estimates and most other statements that are not historical in nature. These factors include, but are not limited to, changes in general economic conditions, changes in interest rates, legislative and regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve board, the quality and composition of the loan and investment portfolios, demand for loan products, deposit flows, competition, and the potential delay of the merger with CNB Bank Shares, Inc.

 

Critical Accounting Policies and Use of Significant Estimates

In the ordinary course of business, we have made a number of estimates and assumptions relating to the reporting of results of operations and financial condition in preparing our financial statements in conformity with accounting principles generally accepted in the United States of America. Actual results could differ significantly from those estimates under different assumptions and conditions. Management believes the following discussion addresses our most critical accounting policies and significant estimates, which are those that are most important to the portrayal of our financial condition and results of operations and require management’s most difficult, subjective and complex judgements, often as a result of the need to make estimates about the effect of matters that are inherently uncertain.

 

Allowance for Loan Losses - The Company believes the allowance for loan losses is the critical accounting policy that requires the most significant judgments and assumptions used in the preparation of the consolidated financial statements. The allowance for loan losses is a material estimate that is particularly susceptible to significant changes in the near term and is established through a provision for loan losses. The allowance is based upon past loan experience and other factors which, in management’s judgement, deserve current recognition in estimating loan losses. The evaluation includes a review of all loans on which full collectibility may not be reasonably assured. Other factors considered by management include the size and composition of the loan portfolio, concentrations of loans to specific borrowers or industries, existing economic conditions and historical losses on each portfolio category. In connection with the determination of the allowance for loan losses, management obtains independent appraisals for significant properties, which collateralize loans. Management uses the available information to make such determinations. If circumstances differ substantially from the assumptions used in making determinations, future adjustments to the allowance for loan losses may be necessary and results of operations could be affected. While we believe we have established our existing allowance for loan losses in conformity with accounting principles generally accepted in the United States of America, there can be no assurance that regulators, in reviewing the Company’s loan portfolio, will not request an increase in the allowance for loan losses. Because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that increases to the allowance will not be necessary if loan quality deteriorates.

 

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Other Real Estate Owned - Other real estate owned acquired through loan foreclosures are initially recorded at fair value less costs to sell when acquired, establishing a new cost basis. The adjustment at the time of foreclosure is recorded through the allowance for loan losses. Due to the subjective nature of establishing fair value when the asset is acquired, the actual fair value of the other real estate owned could differ from the original estimate. If it is determined that fair value declines subsequent to foreclosure, the asset is written down through a charge to non-interest expense. Operating costs associated with the assets after acquisition are also recorded as non-interest expense. Gains and losses on the disposition of other real estate owned are netted and posted to non-interest expense.

 

Deferred Income Tax Assets/Liabilities – Our net deferred income tax asset arises from differences in the dates that items of income and expense enter into our reported income and taxable income. Deferred tax assets and liabilities are established for these items as they arise. From an accounting standpoint, deferred tax assets are reviewed to determine that they are realizable based upon the historical level of our taxable income, estimates of our future taxable income and the reversals of deferred tax liabilities. In most cases, the realization of the deferred tax asset is based on our future profitability. If we were to experience net operating losses for tax purposes in a future period, the realization of our deferred tax assets would be evaluated for a potential valuation reserve.

 

Impairment of Goodwill - Goodwill, an intangible asset with an indefinite life, was recorded on our balance sheet in prior periods as a result of acquisition activity. Goodwill is evaluated for impairment annually, unless there are factors present that indicate a potential impairment, in which case, the goodwill impairment test is performed more frequently.

 

Mortgage Servicing Rights - Mortgage servicing rights are very sensitive to movements in interest rates as expected future net servicing income depends on the projected outstanding principal balances of the underlying loans, which can be greatly reduced by prepayments. Prepayments usually increase when mortgage interest rates decline and decrease when mortgage interest rates rise.

 

Fair Value Measurements – The fair value of a financial instrument is defined as the amount at which the instrument could be exchanged in a current transaction between willing parties, other than in a forced or liquidation sale. The Company estimates the fair value of financial instruments using a variety of valuation methods. Where financial instruments are actively traded and have quoted market prices, quoted market prices are used for fair value. When the financial instruments are not actively traded, other observable market inputs, such as quoted prices of securities with similar characteristics, may be used, if available, to determine fair value. When observable market prices do not exist, the Company estimates fair value. Other factors such as model assumptions and market dislocations can affect estimates of fair value.

 

The above listing is not intended to be a comprehensive list of all our accounting policies. In many cases, the accounting treatment of a particular transaction is specifically dictated by accounting principles generally accepted in the United States of America, with no need for management’s judgement in their application. There are also areas in which management’s judgement in selecting any available alternative would not produce a materially different result.

 

Recent Developments

 

On January 18, 2018, the Company announced the signing of a merger agreement under which CNB Bank Shares, Inc. will acquire the Company in an all-cash transaction for total consideration valued at approximately $61.6 million. Subject to the satisfaction or waiver of the closing conditions contained in the merger agreement, including the approval of the merger agreement by the Company’s stockholders and the receipt of required regulatory approvals, CNB Bank Shares and the Company expect that the merger will be completed during the second quarter of 2018. However, it is possible that factors outside the control of both companies could result in the merger being completed at a different time or not at all.

 

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Financial Condition

March 31, 2018 Compared to December 31, 2017

 

Total assets at March 31, 2018 were $323.5 million, a decrease of $1.5 million, or 0.5%, from $325.0 million at December 31, 2017. The decrease in total assets was primarily due to a decrease of $3.6 million in investment securities. The decrease was partially offset by increases of $1.2 million in mortgage-backed securities and $1.1 million in cash and cash equivalents.

 

Cash and cash equivalents increased $1.1 million, or 18.9%, to $7.0 million at March 31, 2018, from $5.9 million at December 31, 2017. Mortgage-backed securities increased $1.2 million, or 2.1%, to $56.4 million at March 31, 2018, from $55.2 million at December 31, 2017. The increase in mortgage-backed securities reflected the investment of cash from the sales of investment securities. The sales of investment securities resulted in a decrease of $3.6 million during the first quarter of 2018.

 

Net loans receivable (excluding loans held for sale) decreased $487,000, or 0.3%, to $186.1 million at March 31, 2018 from $186.6 million at December 31, 2017. The decrease in loans was primarily due to a decrease of $1.2 million in commercial real estate loans, reflecting the payoff of two loans after the sale of the securing properties.

 

At March 31, 2018 and December 31, 2017, goodwill totaled $2.7 million. At these dates, our goodwill was not impaired.

 

Total deposits increased $8.8 million, or 3.5%, to $261.5 million at March 31, 2018 from $252.7 million at December 31, 2017. The increase was primarily due to an increase of $11.2 million in transaction accounts, partially offset by a decrease of $2.4 million in time deposits. Other borrowings, which consisted of $3.7 million in overnight repurchase agreements at March 31, 2018, decreased $12.4 million, or 77.3%, from December 31, 2017. The decrease reflected the payoff of $10.9 million in FHLB advances during the first quarter of 2018. The repurchase agreements are a cash management service provided to our commercial deposit customers.

 

Total stockholders’ equity decreased $1.0 million, or 2.0%, to $47.8 million at March 31, 2018, compared to $48.8 million at December 31, 2017. The decrease in stockholders’ equity was the result of a $1.5 million increase in accumulated other comprehensive loss and $180,000 in cash dividends, partially offset by net income of $688,000 during the first quarter of 2018. Accumulated other comprehensive loss increased primarily due to an increase in unrealized losses, net of tax, on available-for-sale securities reflecting changes in market prices for securities in our portfolio due to an increase in market interest rates during the first quarter of 2018. Accumulated other comprehensive loss does not include changes in the fair value of other financial instruments included in the condensed consolidated balance sheet.

 

Results of Operations

Comparison of Operating Results for the Three Months Ended March 31, 2018 and 2017

 

General: Net income for the three months ended March 31, 2018 was $688,000, or $0.38 per common share, basic and diluted, compared to net income of $760,000, or $0.43 per common share basic, and $0.42 per common share diluted, for the three months ended March 31, 2017. Net income decreased $71,000 during the first quarter of 2018, as compared to the prior year quarter, due to an increase of $504,000 in noninterest expense, reflecting professional fees related to the pending merger with CNB Bank Shares, Inc. Partially offsetting the increase in noninterest expense were increases of $81,000 in net interest income and $40,000 in noninterest income and decreases of $190,000 in provision for loan losses and $122,000 in income taxes.

 

Interest Income: Total interest income for the three months ended March 31, 2018 increased $152,000, or 5.4%, to $3.0 million during the first quarter of 2018, compared to the same period in 2017. The increase in interest income reflected increases of $52,000 in interest income on loans, $17,000 in interest income on investment securities, and $87,000 in interest income on mortgage-backed securities.

 

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Interest income on loans increased $52,000 to $2.2 million during the first quarter of 2018. The increase in interest income on loans was due to an increase in the average balance of loans. The average balance of loans increased $6.6 million to $190.3 million during the first quarter of 2018, from $183.7 million during the first quarter of 2017. The increase in the average balance of the loan portfolio reflected increases in the average balance of commercial business and agricultural business loans. The average yield of the loan portfolio decreased six basis points to 4.66% during the first quarter of 2018, compared to 4.72% during the first quarter of 2017. The decrease in the average yield reflected the low interest rate environment and the competitive lending environment.

 

Interest income on investment securities increased $17,000 to $402,000 during the first quarter of 2018 compared to $385,000 during the first quarter of 2017. The increase resulted primarily from an increase in the average yield of investment securities. The average yield increased 10 basis points to 2.94% during the first quarter of 2018 from 2.84% during the first quarter of 2017. The majority of our investment portfolio (excluding mortgage-backed securities) consists of municipal bonds which are exempt from federal taxation, resulting in a higher tax-equivalent yield. The average balance of investment securities equaled $54.7 million during the first quarter of 2018, compared to $54.4 million during the first quarter of 2017.

 

Interest income on mortgage-backed securities increased $87,000 to $324,000 during the first quarter of 2018, compared to the first quarter of 2017. The increase in interest income reflected increases in both the average yield and average balance of mortgage-backed securities. The average yield of mortgage-backed securities increased 39 basis points to 2.28% during the first quarter of 2018 from 1.89% during the first quarter of 2017. The average balance of mortgage-backed securities increased $6.6 million to $56.7 million during the first quarter of 2018, compared to $50.1 million during the first quarter of 2017. The increase in the average balance of mortgage-backed securities reflected the investment of funds from loan payments and sales of investment securities, as loan demand remained weak and acceptable higher-yielding investment securities were not available.

 

Interest income on other interest-earning assets, consisting of interest-earning demand and time deposit accounts and federal funds sold, decreased $4,000 to $8,000 during the first quarter of 2018, compared to the first quarter of 2017. The average balance of other interest-earning assets decreased $3.9 million to $4.0 million during the quarter ended March 31, 2018 compared to $7.9 million for the quarter ended March 31, 2017. The average yield on other interest-earning assets increased 22 basis points to 0.79% during the first quarter of 2018 from 0.57% during the first quarter of 2017. The increase in the average yield reflected an increase in short-term market rates.

 

Interest Expense : Total interest expense increased $71,000, or 27.8%, to $327,000 for the three months ended March 31, 2018 compared to $256,000 for the three months ended March 31, 2017. The higher interest expense reflected increases in the cost of deposits of $39,000 and other borrowings of $32,000.

 

Interest expense on deposits increased $39,000 to $290,000 during the first quarter of 2018 compared to $251,000 during the first quarter of 2017. The increase in interest expense on deposits was primarily due to an increase in the average rate paid on deposits. The average rate on deposits increased seven basis points to 0.52% during the first quarter of 2018 from 0.45% during the first quarter of 2017. The increase in the average rate was partially offset by a decrease of $1.8 million in the average balance of deposits to $221.5 million during the first quarter of 2018 from $223.3 million during the first quarter of 2017. The decrease reflected a $6.1 million decrease in the average balance of time deposit accounts, partially offset by a $4.3 million increase in the average balance of transaction accounts.

 

Interest paid on borrowed funds, which consisted of overnight repurchase agreements and FHLB advances, increased $32,000 to $37,000 during the first quarter of 2018. The average balance of borrowed funds increased $6.3 million to $10.2 million during the first quarter of 2018, compared to $3.9 million during the first quarter of 2017. The average rate paid on borrowed funds increased 90 basis points to 1.45% during the first quarter of 2018, compared to 0.55% during the first quarter of 2017, which reflected the increase in short-term rates.

 

Net Interest Income: As a result of the changes in interest income and interest expense noted above, net interest income increased by $81,000, or 3.2%, to $2.6 million for the three months ended March 31, 2018 compared to the same time period in 2017. Our net interest margin remained stable at 3.44% during the first quarters of 2018 and 2017. Our interest rate spread decreased 3 basis points to 3.30% during the first quarter of 2018 from 3.33% during the first quarter of 2017. Our ratio of interest earning assets to interest bearing liabilities increased to 1.32x for the three months ended March 31, 2018 from 1.30x for the three months ended March 31, 2017.

 

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Provision for Loan Losses: The provision for loan losses is determined by management as the amount needed to replenish the allowance for loan losses, after net charge-offs have been deducted, to a level considered adequate to absorb inherent losses in the loan portfolio, in accordance with accounting principles generally accepted in the United States of America. The following table shows the activity in the allowance for loan losses for the three months ended March 31, 2018 and 2017.

 

    Three Months Ended  
    March 31, 2018     March 31, 2017  
             
Balance at beginning of period   $ 2,879,510     $ 3,007,395  
Charge-offs:                
One-to-four family residential     -       18,367  
Total     -       18,367  
Recoveries:                
One-to-four family residential     9,454       6,550  
Commercial real estate     5,808       3,872  
Home equity     525       2,525  
Commercial     32       29  
Consumer     2,604       3,404  
Total     18,423       16,380  
Net loan charge-offs (recoveries)     (18,423 )     1,987  
Provisions (credit) charged to expense     (160,000 )     30,000  
Balance at end of period   $ 2,737,933     $ 3,035,408  

 

The allowance for loan losses decreased $142,000 during the first quarter to $2.7 million as of March 31, 2018. The decrease was the result of a credit in the provision for loan losses, reflecting net recoveries, decreased loan volume, and lower loan loss history. We recorded a credit of $160,000 during the first quarter of 2018, compared to a provision of $30,000 during the first quarter of 2017. We recognized a net recovery of $18,000 during the first quarter of 2018, compared to net charge-offs of $2,000 during the first quarter of 2017. Loans delinquent 30 days or more increased $178,000 to $1.2 million, or 0.64% of total loans, as of March 31, 2018, from $1.0 million, or 0.54% of total loans, as of December 31, 2017. Loans delinquent 30 days or more totaled $1.8 million, or 0.99% of total loans at March 31, 2017.

 

Provisions for loan losses have been made to bring the allowance for loan losses to a level deemed adequate following management’s evaluation of the repayment capacity and collateral protection afforded by each problem credit, as well as management’s periodic review of the collectability of the remainder of the portfolio. This review also considered the local economy and the level of bankruptcies and foreclosures in our market area. The following table sets forth information regarding nonperforming assets at the dates indicated.

 

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    March 31, 2018     December 31, 2017  
             
Nonaccrual loans:                
One-to-four family residential   $ 435,820     $ 366,992  
Commercial real estate     790,269       1,057,663  
Home equity     93,253       86,239  
Commercial business     133,333       137,471  
Consumer     184,648       104,360  
Total   $ 1,637,323     $ 1,752,725  
                 
Accruing loans delinquent more than 90 days:                
Total   $ -     $ -  
                 
Foreclosed assets:                
One-to-four family residential     10,500       10,500  
Consumer     -       10,000  
Total   $ 10,500     $ 20,500  
                 
Total nonperforming assets   $ 1,647,823     $ 1,773,225  
                 
Total nonperforming loans as a percentage of total loans     0.87 %     0.93 %
Total nonperforming assets as a percentage of total assets     0.51 %     0.55 %

 

Nonperforming assets decreased $125,000 to $1.6 million, or 0.51% of total assets, as of March 31, 2018, compared to $1.8 million, or 0.55% of total assets, as of December 31, 2017. The decrease in nonperforming assets was primarily due to a decrease in nonperforming loans, reflecting the payoff of a $252,000 nonperforming commercial real estate loan after the sale of the securing property.

 

The following table shows the aggregate principal amount of potential problem credits on the Company’s watch list at March 31, 2018 and December 31, 2017. All nonaccrual loans are automatically placed on the watch list. The $1.6 million increase in substandard credits reflected advances of $1.1 million on a commercial borrower’s line of credit and the downgrade from special mention of $511,000 in commercial real estate loans to a single borrower.

 

    March 31, 2018     December 31, 2017  
             
Special Mention credits   $ 424,295     $ 1,360,679  
Substandard credits     7,495,432       5,889,702  
Total watch list credits   $ 7,919,727     $ 7,250,381  

 

Noninterest Income: Noninterest income increased $40,000, or 3.6%, during the first quarter of 2018. The increase in noninterest income was primarily due to an increase of $114,000 in other noninterest income, partially offset by a decrease of $96,000 in gains on the sale of available-for-sale securities. Other noninterest income benefitted from the gain of $84,000 on a bank-owned life insurance policy claim and a $37,000 profit sharing distribution related to credit life insurance sales during the first quarter of 2018. The decrease in gains on the sales of securities reflected a lower volume of sales. Securities totaling $4.4 million were sold during the first quarter of 2018 compared to $9.0 million during the same period of 2017.

 

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Noninterest Expense: Total noninterest expense increased $504,000, or 19.5%, to $3.1 million for the first quarter of 2018 compared to the same period of 2017. The increase in noninterest expense consisted primarily of increases of $347,000 in professional fees, $62,000 in compensation and benefits expense, and $61,000 in other noninterest expense. The increases in professional fees and other noninterest expense reflected higher legal and consulting expenses related to the recently announced merger agreement. The increase in compensation and benefits expense reflected normal cost increases.

 

Income Taxes: The provision for income taxes decreased $122,000 to $154,000 during the first quarter of 2018 compared to the same period of 2017. The decrease in the income tax provision reflected a decrease in taxable income during the comparative periods, as well as the lower federal income tax rate effective January 1, 2018. The effective tax rate was 18.3% and 26.7% during the three months ended March 31, 2018 and 2017, respectively.

 

Liquidity and Capital Resources

 

The Company’s most liquid assets are cash and cash equivalents. The levels of these assets are dependent on the Company’s operating, financing, and investing activities. Cash and cash equivalents totaled $7.0 million and $5.9 million at March 31, 2018 and December 31, 2017, respectively. The Company’s primary sources of funds include principal and interest repayments on loans (both scheduled payments and prepayments), maturities of investment securities and principal repayments from mortgage-backed securities (both scheduled payments and prepayments). During the three months ended March 31, 2018, the most significant sources of funds have been deposit growth and sales of investment securities and loans. These funds have been used primarily for the reduction of other borrowings and the purchases of investment and mortgage-backed securities.

 

While scheduled loan repayments and proceeds from maturing investment securities and principal repayments on mortgage-backed securities are relatively predictable, deposit flows and prepayments are more influenced by interest rates, general economic conditions, and competition. The Company attempts to price its deposits to meet asset-liability objectives and stay competitive with local market conditions.

 

Liquidity management is both a short- and long-term responsibility. The Company adjusts its investments in liquid assets based upon management’s assessment of (i) expected loan demand, (ii) projected purchases of investment and mortgage-backed securities, (iii) expected deposit flows, (iv) yields available on interest-earning deposits, and (v) liquidity of its asset/liability management program. Excess liquidity is generally invested in interest-earning overnight deposits and other short-term U.S. agency obligations. If the Company requires funds beyond its ability to generate them internally, it has the ability to borrow funds from the FHLB. The Company may borrow from the FHLB under a blanket agreement which assigns all investments in FHLB stock as well as qualifying first mortgage loans equal to 150% of the outstanding balance as collateral to secure the amounts borrowed. This borrowing arrangement is limited to a maximum of 30% of the Company’s total assets or twenty times the balance of FHLB stock held by the Company. At March 31, 2018, the Company had no outstanding FHLB advances and approximately $77.7 million available to be accessed under the above-mentioned borrowing arrangement.

 

The Company maintains minimum levels of liquid assets as established by the Board of Directors. The Company’s liquidity ratios at March 31, 2018 and December 31, 2017 were 36.5% and 36.6%, respectively. This ratio represents the volume of short-term liquid assets as a percentage of net deposits and borrowings due within one year.

 

The Company must also maintain adequate levels of liquidity to ensure the availability of funds to satisfy loan commitments. The Company anticipates that it will have sufficient funds available to meet its current commitments principally through the use of current liquid assets and through its borrowing capacity discussed above. The following table summarizes these commitments at March 31, 2018 and December 31, 2017.

 

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    March 31, 2018     December 31, 2017  
             
Commitments to fund loans   $ 44,810,462     $ 45,995,992  
Standby letters of credit     80,250       80,250  

 

Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total, Tier 1 and common equity Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined) and Tier 1 capital (as defined) to average assets (as defined). In addition, the Bank is subject to the new capital conservation buffer which began phasing in during the first quarter of 2016 at 0.625% of risk-weighted assets. For 2018, the conservation buffer is 1.875% of risk-weighted assets. The capital conservation buffer will continue to increase 0.625% each year until fully phased in at 2.50% of risk-weighted assets beginning in the first quarter of 2019. Management believes that at March 31, 2018, the Bank met all its capital adequacy requirements.

 

Under Illinois law, Illinois-chartered savings banks are required to maintain a minimum core capital to total assets ratio of 3%. The Illinois Commissioner of Savings and Residential Finance (the “Commissioner”) is authorized to require a savings bank to maintain a higher minimum capital level if the Commissioner determines that the savings bank’s financial condition or history, management or earnings prospects are not adequate. If a savings bank’s core capital ratio falls below the required level, the Commissioner may direct the savings bank to adhere to a specific written plan established by the Commissioner to correct the savings bank’s capital deficiency, as well as a number of other restrictions on the savings bank’s operations, including a prohibition on the declaration of dividends by the savings bank’s board of directors. At March 31, 2018, the Bank’s core capital ratio was 13.13% of total average assets, which substantially exceeded the required amount.

 

The Bank is also required to maintain regulatory capital requirements imposed by the Federal Deposit Insurance Corporation. At March 31, 2018, minimum requirements and the Bank's actual ratios are as follows:

 

    March 31, 2018     Minimum     Minimum Required  
    Actual     Required     With Capital Buffer  
Tier 1 Capital to Average Assets     13.13 %     4.00 %     4.000 %
Common Equity Tier 1     19.39 %     4.50 %     6.375 %
Tier 1 Capital to Risk-Weighted Assets     19.39 %     6.00 %     7.875 %
Total Capital to Risk-Weighted Assets     20.64 %     8.00 %     9.875 %

 

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Effect of Inflation and Changing Prices

 

The condensed consolidated financial statements and related financial data presented herein have been prepared in accordance with GAAP which require the measurement of financial position and operating results in terms of historical dollars, without considering the change in the relative purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of the Company’s operations. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than do 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.

 

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The following table sets forth the average balances and interest rates (costs) on the Company’s assets and liabilities during the periods presented.

 

Consolidated Average Balance Sheet and Interest Rates  
(Dollars in thousands)  
    Three Months Ended March 31,  
    2018     2017  
    Average                 Average              
    Balance     Interest     Yield/Cost     Balance     Interest     Yield/Cost  
                                     
Interest-earnings assets:                                                
Loans   $ 190,319     $ 2,219       4.66 %   $ 183,738     $ 2,167       4.72 %
Investment securities     54,727       402       2.94 %     54,438       386       2.84 %
Mortgage-backed securities     56,676       324       2.28 %     50,053       236       1.89 %
Other     3,960       8       0.79 %     7,919       12       0.57 %
Total interest-earning assets     305,682       2,953       3.86 %     296,148       2,801       3.78 %
                                                 
Non-interest earnings assets     19,197                       19,555                  
Total assets   $ 324,879                     $ 315,703                  
                                                 
Interest-bearing liabilities:                                                
Interest-bearing checking   $ 62,277     $ 108       0.69 %   $ 56,489     $ 51       0.36 %
Savings accounts     47,552       20       0.17 %     45,685       23       0.20 %
Certificates of deposit     70,613       135       0.76 %     76,693       148       0.77 %
Money market savings     33,418       24       0.28 %     36,227       26       0.28 %
Money market deposits     7,590       3       0.18 %     8,181       3       0.16 %
Total interest-bearing deposits     221,450       290       0.52 %     223,275       251       0.45 %
Federal Home Loan Bank advances     5,671       21       1.46 %     5       -       0.72 %
Short-term borrowings     4,522       16       1.44 %     3,903       5       0.55 %
Total borrowings     10,193       37       1.45 %     3,908       5       0.55 %
Total interest-bearing liabilities     231,643       327       0.56 %     227,183       256       0.45 %
                                                 
Non-interest bearing liabilities     45,089                       41,854                  
Stockholders' equity     48,147                       46,666                  
                                                 
Total liabilities/stockholders' equity   $ 324,879                     $ 315,703                  
                                                 
Net interest income           $ 2,626                     $ 2,545          
                                                 
Interest rate spread (average yield earned  minus average rate paid)                     3.30 %                     3.33 %
                                                 
Net interest margin (net interest income  divided by average interest-earning assets)                     3.44 %                     3.44 %

 

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The following table sets forth the changes in rate and changes in volume of the Company’s interest earning assets and liabilities.

 

Analysis of Volume and Rate Changes  
(In thousands)  
Three Months Ended March 31,  
    2018 Compared to 2017  
    Increase (Decrease) Due to  
    Rate     Volume     Net  
                   
Interest-earnings assets:                        
Loans   $ (25 )   $ 77     $ 52  
Investment securities     15       2       17  
Mortgage-backed securities     53       34       87  
Other     3       (7 )     (4 )
Total net change in income on interest-earning assets     46       106       152  
                         
Interest-bearing liabilities:                        
Interest-bearing checking     51       6       57  
Savings accounts     (4 )     1       (3 )
Certificates of deposit     (1 )     (12 )     (13 )
Money market savings     -       (2 )     (2 )
Money market deposits     -       -       -  
Total interest-bearing deposits     46       (7 )     39  
Federal Home Loan Bank advances     -       21       21  
Short-term borrowings     10       1       11  
Total borrowings     10       22       32  
Total net change in expense on interest-bearing liabilities     56       15       71  
                         
Net change in net interest income   $ (10 )   $ 91     $ 81  

 

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JACKSONVILLE BANCORP, INC.

 

Item 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

 

 

The Company’s policy in recent years has been to reduce its interest rate risk by better matching the maturities of its interest rate sensitive assets and liabilities, selling its fixed-rate residential mortgage loans with terms of 15 years or more in the secondary market, originating adjustable rate loans and balloon loans with terms ranging from three to five years and originating consumer and commercial business loans, which typically are for a shorter duration and at higher rates of interest than one- to four-family residential loans. Our portfolio of mortgage-backed securities also provides monthly cash flows. The remaining investment portfolio has been structured to better match the maturities and rates of its interest-bearing liabilities. With respect to liabilities, the Company has attempted to increase its savings and transaction deposit accounts, which management believes are more resistant to changes in interest rates than time deposits. The Board of Directors appoints the Asset-Liability Management Committee (ALCO), which is responsible for reviewing the Company’s asset and liability policies. The ALCO meets quarterly to review interest rate risk and trends, as well as liquidity and capital ratio requirements.

 

The Company uses a comprehensive asset/liability software package provided by a third-party vendor to perform interest rate sensitivity analysis for all product categories. The primary focus of the Company’s analysis is on the effect of interest rate increases and decreases on net interest income. Management believes that this analysis reflects the potential effects on current earnings of interest rate changes. Call criteria and prepayment assumptions are taken into consideration for investment securities and loans. All of the Company’s interest rate sensitive assets and liabilities are analyzed by product type and repriced based upon current offering rates. The software performs interest rate sensitivity analysis by performing rate shocks of plus 300 basis points in 100 basis point increments and minus 100 basis points.

The following table shows projected results at March 31, 2018 and December 31, 2017 of the impact on net interest income from an immediate change in interest rates, as well as the benchmarks established by the ALCO. The results are shown as a dollar and percentage change in net interest income over the next twelve months.

 

    (Dollars in thousands)  
    March 31, 2018     December 31, 2017     ALCO  
Rate Shock:   $ Change     % Change     $ Change     % Change     Benchmark  
+ 300 basis points     124       1.08 %     (220 )     -1.95 %      > (20.00)%  
+ 200 basis points     129       1.11 %     (140 )     -1.24 %      > (20.00)%  
+ 100 basis points     134       1.16 %     (51 )     -0.45 %      > (12.50)%  
- 100 basis points     (128 )     -1.10 %     (274 )     -2.43 %      > (12.50)%  

 

The table above indicates that as of March 31, 2018, in the event of a 200 basis point increase in interest rates, we would experience a 1.11% increase in net interest income. In the event of a 100 basis point decrease in interest rates, we would experience a 1.10% decrease in net interest income.

 

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The foregoing computations are based upon numerous assumptions, including relative levels of market interest rates, prepayments, and deposit mix. The computed estimates should not be relied upon as a projection of actual results. Despite the limitations on precision inherent in these computations, management believes that the information provided is reasonably indicative of the effect of changes in interest rate levels on the net earning capacity of the Company’s current mix of interest earning assets and interest bearing liabilities. Management continues to use the results of these computations, along with the results of its computer model projections, in order to maximize current earnings while positioning the Company to minimize the effect of a prolonged shift in interest rates that would adversely affect future results of operations.

 

At the present time, the most significant market risk affecting the Company is interest rate risk. Other market risks such as foreign currency exchange risk and commodity price risk do not occur in the normal business of the Company. The Company also is not currently using trading activities or derivative instruments to control interest rate risk.

 

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JACKSONVILLE BANCORP, INC.

 

Item 4. CONTROLS AND PROCEDURES

 

 

Evaluation of Disclosure Controls and Procedures

 

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rules 13a-15(e) or 15d-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.

 

Changes in Internal Controls

 

There have been no changes in the Company’s internal control over financial reporting identified in connection with the evaluation required by Rules 13(a)-15(d) or 15d-15(d) of the Exchange Act that occurred during the Company’s last fiscal quarter that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

 

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PART II - OTHER INFORMATION

 

Item 1. Legal Proceedings

 

Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business.  We are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.

 

Item 1A. Risk Factors

 

There have been no material changes in the Company’s risk factors from those disclosed in its annual report on Form 10-K for the year ended December 31, 2017.

 

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

 

The following table sets forth the issuer purchases of equity securities during the prior three months.

 

   

Total

Number

of shares

purchased

   

Average

price paid

per share

   

Total number of

shares purchased

under publicly

announced plan

   

Maximum number of

shares that may be

purchased under the

repurchase plan (1)

 
January 1 – January 31     -       -       -       18,758  
February 1 – February 28     -       -       -       18,758  
March 1 – March 31     -       -       -       18,758  

 

(1) On October 16, 2013, the Company announced the adoption of a stock repurchase program under which the Company can repurchase up to 92,018 shares of its common stock, or approximately 5% of the then current outstanding shares, from time to time, depending on market conditions and other considerations The program provides for repurchases through open market or private transactions, through block trades, and pursuant to any trading plan adopted in accordance with Rule 10b5-1 of the Securities and Exchange Commission. The Company has repurchased 73,260 shares permitted under the program.

 

Item 3. Defaults Upon Senior Securities

 

None.

 

Item 4. Mine Safety Disclosures

 

None.

 

Item 5. Other Information

 

None.

 

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Item 6. Exhibits

 

31.1 -   Certification of the Chief Executive Officer Pursuant to Rule 13a-14(a)/15d-14(a)
31.2 -   Certification of the Chief Financial Officer Pursuant to Rule 13a-14(a)/15d-14(a)
32.1 -   Certification of the Chief Executive Officer and Chief Financial Officer Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

 

101 INS -   XBRL Instance Document
101 SCH -   XBRL Taxonomy Extension Schema Document
101 CAL -   XBRL Taxonomy Calculation Linkbase Document
101 DEF -   XBRL Taxonomy Extension Definition Linkbase Document
101 LAB -   XBRL Taxonomy Label Linkbase Document
101 PRE -   XBRL Taxonomy Presentation Linkbase Document

 

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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.

 

      JACKSONVILLE BANCORP, INC.
      Registrant
       
Date: 05/10/2018   /s/ Richard A. Foss
      Richard A. Foss
      President and Chief Executive Officer
       
      /s/ Diana S. Tone
      Diana S. Tone
      Executive Vice President and Chief Financial Officer

 

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