x
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ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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For the transition period from __________ to ___________
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Commission file number 1-33377
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Stewardship Financial Corporation
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(Exact name of registrant as specified in its charter)
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New Jersey
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22-3351447
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(State of other jurisdiction
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(I.R.S. Employer
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of incorporation or organization)
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Identification No.)
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630 Godwin Avenue, Midland Park, NJ
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07432
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(Address of principal executive offices)
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(Zip Code)
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Registrant’s telephone number, including area code: (201) 444-7100
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Securities registered pursuant to Section 12(b) of the Act: Common Stock, no par value
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Securities registered under Section 12(g) of the Act: None
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Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
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Yes
¨
No
x
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Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
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Yes
¨
No
x
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Note –
Checking the box above will not relieve any registrant required to file reports pursuant to Section 13 or 15(d) of the Exchange Act from their obligations under those Sections.
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Indicate by check mark whether the registrant: (1) has filed reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
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Yes
x
No
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Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
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Yes
x
No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.
¨
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Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company or emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer”, “smaller reporting company” and "emerging growth company" in Rule 12b-2 of the Exchange Act.
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Large accelerated filer
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¨
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Accelerated filer
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¨
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Non-accelerated filer
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¨
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Smaller reporting company
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x
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Emerging growth company
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¨
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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. [ ]
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
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Yes
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No
x
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•
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changing bank regulatory conditions, policies or programs, whether arising as new legislation or regulatory initiatives, that could lead to restrictions on activities of banks generally, or the Bank in particular, more restrictive regulatory capital requirements, increased costs, including deposit insurance premiums, regulation or prohibition of certain income producing activities or changes in the secondary market for loans and other products;
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•
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monetary and fiscal policies of the Board of Governors of the Federal Reserve System and the U.S. Government and other government initiatives affecting the financial services industry;
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•
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results of examinations of us by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for loan losses or to write-down assets;
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•
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failures of or interruptions in the communications and information systems on which we rely to conduct our business could reduce our revenues, increase our costs or lead to disruptions in our business;
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•
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general economic conditions including unemployment rates, whether national or regional, and conditions in the lending markets in which we participate that may hinder our ability to increase lending activities or have an adverse effect on the demand for our loans and other products, our credit quality and related levels of nonperforming assets and loan losses, and the value and salability of the real estate that we own or that is the collateral for our loans;
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•
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impairment charges with respect to securities;
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•
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unanticipated costs in connection with new branch openings;
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•
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acts of war, acts of terrorism, cyber-attacks and natural disasters;
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•
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fluctuation in interest rates;
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•
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risks related to the concentration in commercial real estate, commercial business loans and commercial construction loans;
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•
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concentration of credit exposure;
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•
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declines in commercial and residential real estate values;
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•
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inability to manage growth in commercial loans;
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•
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unexpected loan prepayment volume;
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•
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unanticipated exposure to credit risks;
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•
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insufficient allowance for loan losses;
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•
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competition from other financial institutions;
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•
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a decline in the levels of loan quality and origination volume; and
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•
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a decline in deposits.
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•
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centralized responsibility for consumer financial protection by creating a new agency, the Consumer Financial Protection Bureau (the “CFPB”), responsible for implementing, examining, and enforcing compliance with federal consumer financial laws;
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•
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applied to most bank holding companies, the same leverage and risk-based capital requirements applicable to insured depository institutions. The Corporation’s existing trust preferred securities continue to be treated as Tier 1 capital;
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•
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changed the assessment base for federal deposit insurance from the amount of insured deposits to consolidated assets less tangible equity, eliminated the ceiling on the size of the Deposit Insurance Fund (“DIF”) and increased the floor on the size of the DIF, which generally requires an increase in the level of assessments for institutions with assets in excess of $10 billion;
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•
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implemented corporate governance revisions, including with regard to executive compensation and proxy access by shareholders, that apply to all public companies, not just financial institutions;
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•
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made permanent the $250,000 limit for federal deposit insurance;
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•
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repealed the federal prohibitions on the payment of interest on demand deposits, thereby permitting depository institutions to pay interest on business transactions and other accounts; and
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•
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restricted the interchange fees payable on debit card transactions for issuers with $10 billion in assets or greater.
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•
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actual or anticipated fluctuation in our operating and financial results;
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•
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press releases, publicity, or announcements
concerning us, our competitors or the banking industry;
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•
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changes in expectations as to future financial performance, including estimates by securities analysts and investors;
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•
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changes in accounting standards, policies, guidance, interpretations or principles;
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•
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future sales of our Common Stock or other equity securities;
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•
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developments in laws or regulations or new interpretations of existing laws or regulations affecting us or our competitors; and
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•
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general domestic economic and market conditions.
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Location
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Leased
or Owned
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Date of Lease
Expiration
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612 Godwin Avenue
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Owned
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---
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Midland Park, NJ
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630 Godwin Avenue
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Owned
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---
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Midland Park, NJ
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386 Lafayette Avenue
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Owned
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---
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Hawthorne, NJ
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87 Berdan Avenue
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Leased
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6/30/19
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Wayne, NJ
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64 Franklin Turnpike
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Owned
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---
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Waldwick, NJ
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190 Franklin Avenue
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Leased
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9/30/22
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Ridgewood, NJ
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311 Valley Road
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Leased
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11/30/18
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Wayne, NJ
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249 Newark Pompton Turnpike
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Owned
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---
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Pequannock, NJ
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2 Changebridge Road
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Leased
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7/31/20
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Montville, NJ
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378 Franklin Avenue
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Leased
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5/31/26
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Wyckoff, NJ
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200 Kinderkamack Road
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Leased
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5/30/26
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Westwood, NJ
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33 Sicomac Road
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Leased
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10/31/20
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North Haledon, NJ
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43 S. Park Place
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Leased
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06/30/22
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Morristown, NJ
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Sales Price
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Cash
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||||||||
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High
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Low
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Dividend
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||||||
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Year Ended December 31, 2017
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Fourth Quarter
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$
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10.50
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$
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9.30
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$
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0.03
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Third Quarter
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10.50
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8.50
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0.03
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Second Quarter
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9.75
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7.92
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0.03
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First Quarter
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9.95
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8.31
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0.03
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Year Ended December 31, 2016
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Fourth Quarter
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$
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10.20
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$
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7.40
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$
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0.03
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Third Quarter
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8.00
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6.44
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0.03
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Second Quarter
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6.65
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5.51
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0.03
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First Quarter
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6.10
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5.56
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0.02
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December 31,
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||||||||||||||||||
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2017
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2016
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2015
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2014
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2013
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||||||||||
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(Dollars in thousands, except per share amounts)
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Selected Balance Sheet Data at Year End:
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Total assets
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$
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928,766
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$
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795,535
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$
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717,888
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$
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693,551
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$
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673,508
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Total interest-earning assets
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886,479
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759,805
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685,141
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661,672
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640,253
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Total investment securities (including FHLB stock)
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169,172
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154,428
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156,700
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183,792
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196,508
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|||||
Total loans, net of allowance for loan loss
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702,561
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595,952
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517,556
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467,699
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424,262
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|||||
Total deposits
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764,099
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658,930
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604,753
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556,476
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577,591
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|||||
Total borrowings
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87,077
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82,452
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63,186
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73,917
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39,517
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|||||
Shareholders' equity
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73,665
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51,387
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47,573
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58,969
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53,779
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|||||
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Earnings Summary:
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|||||
Net interest income
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$
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26,372
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$
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22,572
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$
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21,783
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$
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21,727
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$
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22,758
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Provision for loan losses
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655
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(1,350
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)
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(1,375
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)
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(50
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)
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3,775
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|||||
Net interest income after provision for loan losses
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25,717
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23,922
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23,158
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21,777
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18,983
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|||||
Noninterest income
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3,307
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3,411
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3,493
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2,960
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|
|
3,965
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|||||
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December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Dollars in thousands, except per share amounts)
|
||||||||||||||||||
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||||||||||
Noninterest expense
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20,301
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|
19,902
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20,179
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|
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20,233
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|
19,838
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|||||
Income before income tax expense
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8,723
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|
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7,431
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6,472
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4,504
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|
3,110
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|
|||||
Income tax expense
|
4,776
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|
2,695
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2,272
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|
1,419
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|
640
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|
|||||
Net income
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3,947
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4,736
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4,200
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3,085
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2,470
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|||||
Dividends on preferred stock and accretion
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—
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—
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456
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|
683
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|
633
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|
|||||
Net income available to common shareholders
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$
|
3,947
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$
|
4,736
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$
|
3,744
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|
|
$
|
2,402
|
|
|
$
|
1,837
|
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|
||||||||||
Common Share Data:
|
|
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|
|
|
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|
|||||
Basic and diluted net income
|
$
|
0.50
|
|
|
$
|
0.78
|
|
|
$
|
0.62
|
|
|
$
|
0.40
|
|
|
$
|
0.31
|
|
Cash dividends declared
|
0.12
|
|
|
0.11
|
|
|
0.08
|
|
|
0.05
|
|
|
0.04
|
|
|||||
Book value at year end
|
8.51
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|
|
8.39
|
|
|
7.82
|
|
|
7.29
|
|
|
6.53
|
|
|||||
Weighted average shares outstanding (in thousands)
|
7,907
|
|
|
6,110
|
|
|
6,078
|
|
|
6,004
|
|
|
5,937
|
|
|||||
Shares outstanding at year end (in thousands)
|
8,653
|
|
|
6,121
|
|
|
6,086
|
|
|
6,035
|
|
|
5,944
|
|
|||||
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|
||||||||||
Performance Ratios:
|
|
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|
|||||
Return on average assets
|
0.45
|
%
|
|
0.63
|
%
|
|
0.60
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%
|
|
0.46
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%
|
|
0.36
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%
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|||||
Return on average common shareholders' equity
|
5.86
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%
|
|
9.43
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%
|
|
8.14
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%
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|
5.77
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%
|
|
4.54
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%
|
|||||
Net interest margin
|
3.13
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%
|
|
3.18
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%
|
|
3.30
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%
|
|
3.46
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%
|
|
3.54
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%
|
|||||
Net interest spread
|
2.92
|
%
|
|
2.96
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%
|
|
3.10
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%
|
|
3.28
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%
|
|
3.34
|
%
|
|||||
Yield on average interest-earning assets
|
3.83
|
%
|
|
3.81
|
%
|
|
3.87
|
%
|
|
3.96
|
%
|
|
4.12
|
%
|
|||||
Cost of average interest-bearing liabilities
|
0.91
|
%
|
|
0.85
|
%
|
|
0.77
|
%
|
|
0.68
|
%
|
|
0.78
|
%
|
|||||
Loans to deposits
|
93.09
|
%
|
|
91.64
|
%
|
|
87.04
|
%
|
|
85.77
|
%
|
|
75.17
|
%
|
|||||
|
|
|
|
|
|
|
|
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|
||||||||||
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|
||||||||||
Asset Quality:
|
|
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|
|
|
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|
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|
||||||||||
Total non-accrual loans
|
$
|
1,194
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|
|
$
|
606
|
|
|
$
|
1,882
|
|
|
$
|
3,628
|
|
|
$
|
10,219
|
|
Other nonperforming assets
|
$
|
—
|
|
|
$
|
401
|
|
|
$
|
880
|
|
|
$
|
1,308
|
|
|
$
|
451
|
|
Allowance for loan loss to total loans
|
1.23
|
%
|
|
1.31
|
%
|
|
1.68
|
%
|
|
2.01
|
%
|
|
2.28
|
%
|
|||||
Nonperforming loans to total loans
|
0.17
|
%
|
|
0.10
|
%
|
|
0.36
|
%
|
|
0.76
|
%
|
|
2.34
|
%
|
|||||
Nonperforming assets to total assets
|
0.13
|
%
|
|
0.13
|
%
|
|
0.38
|
%
|
|
0.71
|
%
|
|
1.58
|
%
|
|||||
Net charge-offs (recoveries) to average loans
|
(0.03
|
)%
|
|
(0.08
|
)%
|
|
(0.12
|
)%
|
|
0.06
|
%
|
|
1.02
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consolidated Capital Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Average shareholders' equity as a percentage of average total assets
|
7.61
|
%
|
|
6.69
|
%
|
|
7.98
|
%
|
|
8.42
|
%
|
|
8.06
|
%
|
|||||
Leverage (Tier 1) capital (1)
|
8.88
|
%
|
|
7.65
|
%
|
|
7.67
|
%
|
|
9.45
|
%
|
|
9.04
|
%
|
|||||
Tier 1 risk based capital (2)
|
10.96
|
%
|
|
9.35
|
%
|
|
10.16
|
%
|
|
13.04
|
%
|
|
13.52
|
%
|
|||||
Total risk based capital (2)
|
14.29
|
%
|
|
13.10
|
%
|
|
14.34
|
%
|
|
14.30
|
%
|
|
14.78
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Other Data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Number of banking centers (including main branch)
|
12
|
|
|
11
|
|
|
12
|
|
|
12
|
|
|
13
|
|
|||||
Full time equivalent employees
|
130
|
|
|
130
|
|
|
134
|
|
|
140
|
|
|
138
|
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||||
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Rates
Earned/
Paid
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Rates
Earned/
Paid
|
|
Average
Balance
|
|
Interest
Income/
Expense
|
|
Average
Rates
Earned/
Paid
|
|||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||||
Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans (1)
|
$
|
673,314
|
|
|
$
|
28,421
|
|
|
4.22
|
%
|
|
$
|
541,918
|
|
|
$
|
23,762
|
|
|
4.38
|
%
|
|
$
|
502,981
|
|
|
$
|
22,684
|
|
|
4.51
|
%
|
Taxable investment securities
|
156,917
|
|
|
3,485
|
|
|
2.22
|
%
|
|
148,852
|
|
|
2,904
|
|
|
1.95
|
%
|
|
139,587
|
|
|
2,430
|
|
|
1.74
|
%
|
||||||
Tax-exempt investment securities (2)
|
8,574
|
|
|
375
|
|
|
4.37
|
%
|
|
11,229
|
|
|
566
|
|
|
5.04
|
%
|
|
13,959
|
|
|
741
|
|
|
5.31
|
%
|
||||||
Other interest-earning assets
|
7,515
|
|
|
106
|
|
|
1.41
|
%
|
|
13,981
|
|
|
79
|
|
|
0.57
|
%
|
|
12,775
|
|
|
40
|
|
|
0.31
|
%
|
||||||
Total interest-earning assets
|
846,320
|
|
|
32,387
|
|
|
3.83
|
%
|
|
715,980
|
|
|
27,311
|
|
|
3.81
|
%
|
|
669,302
|
|
|
25,895
|
|
|
3.87
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Non-interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Allowance for loan losses
|
(8,412
|
)
|
|
|
|
|
|
|
|
(8,546
|
)
|
|
|
|
|
|
|
|
(9,551
|
)
|
|
|
|
|
|
|
||||||
Other assets
|
47,181
|
|
|
|
|
|
|
|
|
42,751
|
|
|
|
|
|
|
|
|
41,774
|
|
|
|
|
|
|
|
||||||
Total assets
|
$
|
885,089
|
|
|
|
|
|
|
|
|
$
|
750,185
|
|
|
|
|
|
|
|
|
$
|
701,525
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Liabilities and Shareholders' Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest-bearing demand deposits
|
$
|
259,637
|
|
|
$
|
709
|
|
|
0.27
|
%
|
|
$
|
234,847
|
|
|
$
|
558
|
|
|
0.24
|
%
|
|
$
|
214,318
|
|
|
$
|
568
|
|
|
0.27
|
%
|
Savings deposits
|
89,586
|
|
|
92
|
|
|
0.10
|
%
|
|
86,804
|
|
|
90
|
|
|
0.10
|
%
|
|
79,276
|
|
|
84
|
|
|
0.11
|
%
|
||||||
Time deposits
|
193,397
|
|
|
2,388
|
|
|
1.23
|
%
|
|
149,067
|
|
|
1,644
|
|
|
1.10
|
%
|
|
141,071
|
|
|
1,416
|
|
|
1.00
|
%
|
||||||
FHLB-NY borrowings
|
74,440
|
|
|
1,177
|
|
|
1.58
|
%
|
|
38,288
|
|
|
716
|
|
|
1.87
|
%
|
|
47,837
|
|
|
850
|
|
|
1.78
|
%
|
||||||
Subordinated Debentures and Subordinated Notes
|
23,285
|
|
|
1,492
|
|
|
6.41
|
%
|
|
23,219
|
|
|
1,505
|
|
|
6.48
|
%
|
|
12,736
|
|
|
908
|
|
|
7.13
|
%
|
||||||
Total interest-bearing liabilities
|
640,345
|
|
|
5,858
|
|
|
0.91
|
%
|
|
532,225
|
|
|
4,513
|
|
|
0.85
|
%
|
|
495,238
|
|
|
3,826
|
|
|
0.77
|
%
|
||||||
Non-interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Demand deposits
|
173,936
|
|
|
|
|
|
|
|
|
165,348
|
|
|
|
|
|
|
|
|
147,756
|
|
|
|
|
|
|
|
||||||
Other liabilities
|
3,413
|
|
|
|
|
|
|
|
|
2,396
|
|
|
|
|
|
|
|
|
2,554
|
|
|
|
|
|
|
|
||||||
Shareholders' equity
|
67,395
|
|
|
|
|
|
|
|
|
50,216
|
|
|
|
|
|
|
|
|
55,977
|
|
|
|
|
|
|
|
||||||
Total liabilities and Shareholders' equity
|
$
|
885,089
|
|
|
|
|
|
|
|
|
$
|
750,185
|
|
|
|
|
|
|
|
|
$
|
701,525
|
|
|
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest income (taxable
equivalent basis)
|
|
|
|
26,529
|
|
|
|
|
|
|
|
|
22,798
|
|
|
|
|
|
|
|
|
22,069
|
|
|
|
|
||||||
Tax equivalent adjustment
|
|
|
|
(157
|
)
|
|
|
|
|
|
|
|
(226
|
)
|
|
|
|
|
|
|
|
(286
|
)
|
|
|
|
||||||
Net interest income
|
|
|
|
$
|
26,372
|
|
|
|
|
|
|
|
|
$
|
22,572
|
|
|
|
|
|
|
|
|
$
|
21,783
|
|
|
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net interest spread (taxable
equivalent basis)
|
|
|
|
|
|
|
2.92
|
%
|
|
|
|
|
|
|
|
2.96
|
%
|
|
|
|
|
|
|
|
3.10
|
%
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net yield on interest-earning
assets (taxable equivalent basis) (3)
|
|
|
|
|
|
|
3.13
|
%
|
|
|
|
|
|
|
|
3.18
|
%
|
|
|
|
|
|
|
|
3.30
|
%
|
|
2017 Versus 2016
|
|
2016 Versus 2015
|
||||||||||||||||||||
|
Increase (Decrease)
Due to Change in
|
|
|
|
Increase (Decrease)
Due to Change in |
|
|
||||||||||||||||
|
Volume
|
|
Rate
|
|
Net
|
|
Volume
|
|
Rate
|
|
Net
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Interest income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Loans
|
$
|
5,575
|
|
|
$
|
(916
|
)
|
|
$
|
4,659
|
|
|
$
|
1,720
|
|
|
$
|
(642
|
)
|
|
$
|
1,078
|
|
Taxable investment securities
|
164
|
|
|
416
|
|
|
580
|
|
|
168
|
|
|
306
|
|
|
474
|
|
||||||
Tax-exempt investment securities
|
(122
|
)
|
|
(69
|
)
|
|
(191
|
)
|
|
(139
|
)
|
|
(36
|
)
|
|
(175
|
)
|
||||||
Other interest-earning assets
|
(49
|
)
|
|
76
|
|
|
27
|
|
|
4
|
|
|
35
|
|
|
39
|
|
||||||
Total interest-earning assets
|
5,568
|
|
|
(493
|
)
|
|
5,075
|
|
|
1,753
|
|
|
(337
|
)
|
|
1,416
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Interest-bearing demand deposits
|
63
|
|
|
88
|
|
|
151
|
|
|
52
|
|
|
(62
|
)
|
|
(10
|
)
|
||||||
Savings deposits
|
3
|
|
|
(1
|
)
|
|
2
|
|
|
8
|
|
|
(2
|
)
|
|
6
|
|
||||||
Time deposits
|
531
|
|
|
213
|
|
|
744
|
|
|
83
|
|
|
145
|
|
|
228
|
|
||||||
FHLB borrowings
|
586
|
|
|
(125
|
)
|
|
461
|
|
|
(177
|
)
|
|
43
|
|
|
(134
|
)
|
||||||
Subordinated Debentures and
Subordinated Notes
|
4
|
|
|
(17
|
)
|
|
(13
|
)
|
|
687
|
|
|
(90
|
)
|
|
597
|
|
||||||
Total interest-bearing liabilities
|
1,187
|
|
|
158
|
|
|
1,345
|
|
|
653
|
|
|
34
|
|
|
687
|
|
||||||
Net change in net interest income
|
$
|
4,381
|
|
|
$
|
(651
|
)
|
|
$
|
3,730
|
|
|
$
|
1,100
|
|
|
$
|
(371
|
)
|
|
$
|
729
|
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Real estate mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Residential
|
$
|
85,760
|
|
|
$
|
84,321
|
|
|
$
|
82,955
|
|
|
$
|
77,836
|
|
|
$
|
77,540
|
|
Commercial (1)
|
504,028
|
|
|
407,226
|
|
|
348,724
|
|
|
295,278
|
|
|
256,480
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial loans
|
89,056
|
|
|
82,065
|
|
|
64,860
|
|
|
75,852
|
|
|
73,890
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Consumer loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Installment (2)
|
15,089
|
|
|
10,713
|
|
|
10,262
|
|
|
12,174
|
|
|
13,327
|
|
|||||
Home equity
|
17,548
|
|
|
19,566
|
|
|
19,425
|
|
|
15,950
|
|
|
12,538
|
|
|||||
Other
|
239
|
|
|
192
|
|
|
251
|
|
|
230
|
|
|
234
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total gross loans
|
711,720
|
|
|
604,083
|
|
|
526,477
|
|
|
477,320
|
|
|
434,009
|
|
|||||
Less: Allowance for loan losses
|
8,762
|
|
|
7,905
|
|
|
8,823
|
|
|
9,602
|
|
|
9,915
|
|
|||||
Deferred loan costs (fees)
|
397
|
|
|
226
|
|
|
98
|
|
|
19
|
|
|
(168
|
)
|
|||||
Net loans
|
$
|
702,561
|
|
|
$
|
595,952
|
|
|
$
|
517,556
|
|
|
$
|
467,699
|
|
|
$
|
424,262
|
|
|
Within 1 Year
|
|
After 1 Year But
Within 5 Years
|
|
After 5
Years
|
|
Total
|
||||||||
|
(In thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Real estate mortgage
|
$
|
10,268
|
|
|
$
|
37,864
|
|
|
$
|
541,656
|
|
|
$
|
589,788
|
|
Commercial
|
49,530
|
|
|
16,680
|
|
|
22,846
|
|
|
89,056
|
|
||||
Consumer
|
144
|
|
|
2,106
|
|
|
30,626
|
|
|
32,876
|
|
||||
Total gross loans
|
$
|
59,942
|
|
|
$
|
56,650
|
|
|
$
|
595,128
|
|
|
$
|
711,720
|
|
|
Predetermined
Rates
|
|
Adjustable
Rates
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
|
|
|
|
|
|
||||||
Real estate mortgage
|
$
|
133,114
|
|
|
$
|
446,406
|
|
|
$
|
579,520
|
|
Commercial
|
15,810
|
|
|
23,716
|
|
|
39,526
|
|
|||
Consumer
|
15,142
|
|
|
17,590
|
|
|
32,732
|
|
|||
Total gross loans
|
$
|
164,066
|
|
|
$
|
487,712
|
|
|
$
|
651,778
|
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Nonaccrual loans (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Residential real estate
|
295
|
|
|
—
|
|
|
—
|
|
|
96
|
|
|
755
|
|
|||||
Commercial real estate
|
701
|
|
|
528
|
|
|
484
|
|
|
1,284
|
|
|
6,592
|
|
|||||
Commercial
|
136
|
|
|
—
|
|
|
1,314
|
|
|
1,923
|
|
|
2,255
|
|
|||||
Consumer
|
62
|
|
|
78
|
|
|
84
|
|
|
325
|
|
|
617
|
|
|||||
Total nonaccrual loans
|
1,194
|
|
|
606
|
|
|
1,882
|
|
|
3,628
|
|
|
10,219
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Total nonperforming loans
|
1,194
|
|
|
606
|
|
|
1,882
|
|
|
3,628
|
|
|
10,219
|
|
|||||
Other real estate owned
|
—
|
|
|
401
|
|
|
880
|
|
|
1,308
|
|
|
451
|
|
|||||
Total nonperforming assets (2)
|
$
|
1,194
|
|
|
$
|
1,007
|
|
|
$
|
2,762
|
|
|
$
|
4,936
|
|
|
$
|
10,670
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses
|
$
|
8,762
|
|
|
$
|
7,905
|
|
|
$
|
8,823
|
|
|
$
|
9,602
|
|
|
$
|
9,915
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonperforming loans to total gross loans
|
0.17
|
%
|
|
0.10
|
%
|
|
0.36
|
%
|
|
0.76
|
%
|
|
2.34
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonperforming assets to total assets
|
0.13
|
%
|
|
0.13
|
%
|
|
0.38
|
%
|
|
0.71
|
%
|
|
1.58
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Allowance for loan losses to total gross loans
|
1.23
|
%
|
|
1.31
|
%
|
|
1.68
|
%
|
|
2.01
|
%
|
|
2.28
|
%
|
|
December 31,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Balance at beginning of period
|
$
|
7,905
|
|
|
$
|
8,823
|
|
|
$
|
9,602
|
|
|
$
|
9,915
|
|
|
$
|
10,641
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans charged-off:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24
|
|
|||||
Residential real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
7
|
|
|
83
|
|
|||||
Commercial real estate
|
—
|
|
|
96
|
|
|
—
|
|
|
1,110
|
|
|
3,785
|
|
|||||
Commercial
|
3
|
|
|
72
|
|
|
600
|
|
|
262
|
|
|
983
|
|
|||||
Consumer and other
|
1
|
|
|
14
|
|
|
2
|
|
|
6
|
|
|
146
|
|
|||||
Total loans charged-off
|
4
|
|
|
182
|
|
|
602
|
|
|
1,385
|
|
|
5,021
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Recoveries of loans previously charged-off:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Construction
|
—
|
|
|
—
|
|
|
552
|
|
|
48
|
|
|
26
|
|
|||||
Residential real estate
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate
|
100
|
|
|
162
|
|
|
151
|
|
|
858
|
|
|
112
|
|
|||||
Commercial
|
97
|
|
|
446
|
|
|
465
|
|
|
216
|
|
|
355
|
|
|||||
Consumer and other
|
9
|
|
|
6
|
|
|
4
|
|
|
—
|
|
|
27
|
|
|||||
Total recoveries of loans previously charged-off
|
206
|
|
|
614
|
|
|
1,198
|
|
|
1,122
|
|
|
520
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Net loans charged-off (recovered)
|
(202
|
)
|
|
(432
|
)
|
|
(596
|
)
|
|
263
|
|
|
4,501
|
|
|||||
Provisions charged (credited) to operations
|
655
|
|
|
(1,350
|
)
|
|
(1,375
|
)
|
|
(50
|
)
|
|
3,775
|
|
|||||
Balance at end of period
|
$
|
8,762
|
|
|
$
|
7,905
|
|
|
$
|
8,823
|
|
|
$
|
9,602
|
|
|
$
|
9,915
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net charge-offs (recoveries) during the period to average loans outstanding during the period
|
(0.03
|
)%
|
|
(0.08
|
)%
|
|
(0.12
|
)%
|
|
0.06
|
%
|
|
1.02
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Balance of allowance for loan losses at the end of
year to gross year end loans
|
1.23
|
%
|
|
1.31
|
%
|
|
1.68
|
%
|
|
2.01
|
%
|
|
2.28
|
%
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||
|
Amount
|
|
Percent
to Total (1)
|
|
Amount
|
|
Percent
to Total (1)
|
|
Amount
|
|
Percent
to Total (1)
|
|
Amount
|
|
Percent
to Total (1)
|
|
Amount
|
|
Percent
to Total (1)
|
|||||||||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||||||||||||||||
Real estate -
residential
|
$
|
68
|
|
|
12.1
|
%
|
|
$
|
66
|
|
|
14.0
|
%
|
|
$
|
109
|
|
|
15.8
|
%
|
|
$
|
142
|
|
|
16.3
|
%
|
|
$
|
460
|
|
|
17.9
|
%
|
Real estate -
commercial
|
5,564
|
|
|
70.8
|
%
|
|
5,089
|
|
|
67.4
|
%
|
|
4,774
|
|
|
66.2
|
%
|
|
5,167
|
|
|
61.9
|
%
|
|
5,782
|
|
|
59.1
|
%
|
|||||
Commercial
|
3,058
|
|
|
12.5
|
%
|
|
2,663
|
|
|
13.6
|
%
|
|
3,698
|
|
|
12.3
|
%
|
|
3,704
|
|
|
15.9
|
%
|
|
3,373
|
|
|
17.0
|
%
|
|||||
Consumer
|
65
|
|
|
4.6
|
%
|
|
75
|
|
|
5.0
|
%
|
|
121
|
|
|
5.7
|
%
|
|
191
|
|
|
5.9
|
%
|
|
291
|
|
|
6.0
|
%
|
|||||
Unallocated
|
7
|
|
|
—
|
%
|
|
12
|
|
|
—
|
%
|
|
121
|
|
|
—
|
%
|
|
398
|
|
|
—
|
%
|
|
9
|
|
|
—
|
%
|
|||||
Total allowance for loan losses
|
$
|
8,762
|
|
|
100.0
|
%
|
|
$
|
7,905
|
|
|
100.0
|
%
|
|
$
|
8,823
|
|
|
100.0
|
%
|
|
$
|
9,602
|
|
|
100.0
|
%
|
|
$
|
9,915
|
|
|
100.0
|
%
|
|
December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Carrying
Value
|
|
Percent
|
|
Carrying
Value
|
|
Percent
|
|
Carrying
Value
|
|
Percent
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
U.S. government-sponsored agencies
|
$
|
21,333
|
|
|
18.9
|
%
|
|
$
|
17,445
|
|
|
17.7
|
%
|
|
$
|
30,954
|
|
|
33.2
|
%
|
Obligation of state and political subdivisions
|
3,165
|
|
|
2.8
|
%
|
|
3,096
|
|
|
3.1
|
%
|
|
1,410
|
|
|
1.5
|
%
|
|||
Mortgage-backed securities
|
63,834
|
|
|
56.5
|
%
|
|
52,046
|
|
|
52.8
|
%
|
|
45,237
|
|
|
48.4
|
%
|
|||
Asset-backed securities (a)
|
6,698
|
|
|
5.9
|
%
|
|
8,267
|
|
|
8.4
|
%
|
|
9,701
|
|
|
10.4
|
%
|
|||
Corporate debt
|
14,229
|
|
|
12.6
|
%
|
|
14,037
|
|
|
14.2
|
%
|
|
2,419
|
|
|
2.6
|
%
|
|||
Other equity investments
|
3,756
|
|
|
3.3
|
%
|
|
3,692
|
|
|
3.8
|
%
|
|
3,633
|
|
|
3.9
|
%
|
|||
Total
|
$
|
113,015
|
|
|
100.0
|
%
|
|
$
|
98,583
|
|
|
100.0
|
%
|
|
$
|
93,354
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Securities held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
U.S. Treasury
|
$
|
999
|
|
|
1.9
|
%
|
|
$
|
999
|
|
|
1.9
|
%
|
|
$
|
999
|
|
|
1.6
|
%
|
U.S. government-sponsored agencies
|
27,075
|
|
|
51.6
|
%
|
|
19,162
|
|
|
36.6
|
%
|
|
15,109
|
|
|
24.9
|
%
|
|||
Obligations of state and political
subdivisions
|
4,057
|
|
|
7.8
|
%
|
|
7,102
|
|
|
13.6
|
%
|
|
11,219
|
|
|
18.5
|
%
|
|||
Mortgage-backed securities
|
20,311
|
|
|
38.7
|
%
|
|
25,067
|
|
|
47.9
|
%
|
|
33,411
|
|
|
55.0
|
%
|
|||
Total
|
$
|
52,442
|
|
|
100.0
|
%
|
|
$
|
52,330
|
|
|
100.0
|
%
|
|
$
|
60,738
|
|
|
100.0
|
%
|
|
Within
1 Year
|
|
After 1 Year
Through
5 Years
|
|
After
5 Years
Through
10 Years
|
|
After
10 Years
|
|
Total
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
U.S. government-sponsored agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amortized cost
|
$
|
1,000
|
|
|
$
|
5,979
|
|
|
$
|
9,866
|
|
|
$
|
4,854
|
|
|
$
|
21,699
|
|
Yield
|
1.04
|
%
|
|
1.90
|
%
|
|
2.61
|
%
|
|
1.92
|
%
|
|
2.19
|
%
|
|||||
Obligations of state and political subdivisions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amortized cost
|
—
|
|
|
1,391
|
|
|
1,530
|
|
|
300
|
|
|
3,221
|
|
|||||
Yield
|
0.00
|
%
|
|
1.66
|
%
|
|
1.68
|
%
|
|
2.75
|
%
|
|
1.77
|
%
|
|||||
Corporate debt:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Amortized cost
|
—
|
|
|
2,563
|
|
|
11,874
|
|
|
—
|
|
|
14,437
|
|
|||||
Yield
|
0.00
|
%
|
|
2.10
|
%
|
|
3.49
|
%
|
|
0.00
|
%
|
|
3.24
|
%
|
|||||
Total amortized cost
|
$
|
1,000
|
|
|
$
|
9,933
|
|
|
$
|
23,270
|
|
|
$
|
5,154
|
|
|
$
|
39,357
|
|
Weighted average yield
|
1.04
|
%
|
|
1.92
|
%
|
|
3.00
|
%
|
|
1.97
|
%
|
|
2.54
|
%
|
|
Within
1 Year
|
|
After 1 Year
Through
5 Years
|
|
After
5 Years
Through
10 Years
|
|
After
10 Years
|
|
Total
|
||||||||||
|
(Dollars in thousands)
|
||||||||||||||||||
U.S. Treasury:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Carrying value
|
$
|
—
|
|
|
$
|
999
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
999
|
|
Yield
|
0.00
|
%
|
|
1.41
|
%
|
|
0.00
|
%
|
|
0.00
|
%
|
|
1.41
|
%
|
|||||
U.S. government-sponsored agencies:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Carrying value
|
—
|
|
|
6,013
|
|
|
21,062
|
|
|
—
|
|
|
27,075
|
|
|||||
Yield
|
0.00
|
%
|
|
2.13
|
%
|
|
2.20
|
%
|
|
0.00
|
%
|
|
2.18
|
%
|
|||||
Obligations of state and political subdivisions:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Carrying value
|
1,410
|
|
|
1,975
|
|
|
175
|
|
|
497
|
|
|
4,057
|
|
|||||
Yield
|
3.94
|
%
|
|
3.94
|
%
|
|
3.75
|
%
|
|
1.70
|
%
|
|
3.66
|
%
|
|||||
Total carrying value
|
$
|
1,410
|
|
|
$
|
8,987
|
|
|
$
|
21,237
|
|
|
$
|
497
|
|
|
$
|
32,131
|
|
Weighted average yield
|
3.94
|
%
|
|
2.45
|
%
|
|
2.21
|
%
|
|
1.70
|
%
|
|
2.34
|
%
|
|
December 31,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
Non-interest bearing demand
|
$
|
172,861
|
|
|
22.6
|
%
|
|
$
|
169,306
|
|
|
25.7
|
%
|
|
$
|
147,828
|
|
|
24.5
|
%
|
Interest-bearing demand
|
307,180
|
|
|
40.2
|
%
|
|
242,278
|
|
|
36.8
|
%
|
|
228,737
|
|
|
37.8
|
%
|
|||
Savings deposits
|
83,114
|
|
|
10.9
|
%
|
|
90,677
|
|
|
13.7
|
%
|
|
81,836
|
|
|
13.5
|
%
|
|||
Certificates of deposit
|
200,944
|
|
|
26.3
|
%
|
|
156,669
|
|
|
23.8
|
%
|
|
146,352
|
|
|
24.2
|
%
|
|||
Total
|
$
|
764,099
|
|
|
100.0
|
%
|
|
$
|
658,930
|
|
|
100.0
|
%
|
|
$
|
604,753
|
|
|
100.0
|
%
|
|
|
Balances
|
||
|
|
(In thousands)
|
||
|
Three months or less
|
$
|
15,254
|
|
|
Four months through six months
|
5,898
|
|
|
|
Seven months through twelve months
|
16,916
|
|
|
|
Over twelve months
|
71,624
|
|
|
|
|
$
|
109,692
|
|
|
Three
Months or
Less
|
|
More than
Three
Months
Through
One Year
|
|
After One
Year
|
|
Noninterest
Sensitive
|
|
Total
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Real estate Mortgage
|
$
|
43,122
|
|
|
$
|
62,509
|
|
|
$
|
484,157
|
|
|
$
|
—
|
|
|
$
|
589,788
|
|
Commercial
|
53,589
|
|
|
7,221
|
|
|
28,246
|
|
|
—
|
|
|
89,056
|
|
|||||
Consumer
|
13,958
|
|
|
3,417
|
|
|
15,501
|
|
|
—
|
|
|
32,876
|
|
|||||
Loans held for sale
|
370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
370
|
|
|||||
Investment securities (1)
|
26,236
|
|
|
14,099
|
|
|
128,837
|
|
|
—
|
|
|
169,172
|
|
|||||
Other assets
|
712
|
|
|
—
|
|
|
—
|
|
|
46,792
|
|
|
47,504
|
|
|||||
Total assets
|
$
|
137,987
|
|
|
$
|
87,246
|
|
|
$
|
656,741
|
|
|
$
|
46,792
|
|
|
$
|
928,766
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Source of funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Interest-bearing demand
|
$
|
307,180
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
307,180
|
|
Savings
|
83,114
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
83,114
|
|
|||||
Certificates of deposit
|
31,926
|
|
|
41,697
|
|
|
127,321
|
|
|
—
|
|
|
200,944
|
|
|||||
FHLB-NY advances
|
15,000
|
|
|
5,760
|
|
|
43,000
|
|
|
—
|
|
|
63,760
|
|
|||||
Subordinated Debentures
|
—
|
|
|
—
|
|
|
23,317
|
|
|
—
|
|
|
23,317
|
|
|||||
Other liabilities (including non-interest
|
|
|
|
|
|
|
|
|
|
||||||||||
bearing deposits)
|
—
|
|
|
—
|
|
|
—
|
|
|
176,786
|
|
|
176,786
|
|
|||||
Shareholders' equity
|
—
|
|
|
—
|
|
|
—
|
|
|
73,665
|
|
|
73,665
|
|
|||||
Total source of funds
|
$
|
437,220
|
|
|
$
|
47,457
|
|
|
$
|
193,638
|
|
|
$
|
250,451
|
|
|
$
|
928,766
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest rate sensitivity gap
|
$
|
(299,233
|
)
|
|
$
|
39,789
|
|
|
$
|
463,103
|
|
|
$
|
(203,659
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Cumulative interest rate sensitivity gap
|
$
|
(299,233
|
)
|
|
$
|
(259,444
|
)
|
|
$
|
203,659
|
|
|
$
|
—
|
|
|
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Cash and cash equivalents - beginning
|
$
|
11,680
|
|
|
$
|
10,910
|
|
Operating activities:
|
|
|
|
|
|
||
Net income
|
3,947
|
|
|
4,736
|
|
||
Adjustments to reconcile net income
to net cash provided by (used in) operating activities
|
4,583
|
|
|
1,168
|
|
||
Net cash provided by operating activities
|
8,530
|
|
|
5,904
|
|
||
Net cash used in investing activities
|
(126,730
|
)
|
|
(77,943
|
)
|
||
Net cash provided by financing activities
|
127,790
|
|
|
72,809
|
|
||
Net increase in cash and cash equivalents
|
9,590
|
|
|
770
|
|
||
Cash and cash equivalents - ending
|
$
|
21,270
|
|
|
$
|
11,680
|
|
|
|
|
Payment Due By Period
|
||||||||||||||||
|
Total
|
|
Less than
1 Year
|
|
1 - 3
Years
|
|
3 - 5
Years
|
|
After 5
Years
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
Contractual obligations
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Operating lease obligations
|
$
|
3,430
|
|
|
$
|
703
|
|
|
$
|
1,167
|
|
|
$
|
685
|
|
|
$
|
875
|
|
Total contracted cost obligations
|
$
|
3,430
|
|
|
$
|
703
|
|
|
$
|
1,167
|
|
|
$
|
685
|
|
|
$
|
875
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other long-term liabilities/long-term debt
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Time deposits
|
$
|
200,944
|
|
|
$
|
73,610
|
|
|
$
|
112,015
|
|
|
$
|
15,319
|
|
|
$
|
—
|
|
Federal Home Loan Bank advances
|
63,760
|
|
|
20,760
|
|
|
38,000
|
|
|
5,000
|
|
|
—
|
|
|||||
Subordinated Debentures
|
7,217
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
7,217
|
|
|||||
Subordinated Notes
|
16,100
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
16,100
|
|
|||||
Total other long-term liabilities/long-term debt
|
$
|
288,021
|
|
|
$
|
94,370
|
|
|
$
|
150,015
|
|
|
$
|
20,319
|
|
|
$
|
23,317
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Other commitments - off balance sheet
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Letters of credit
|
$
|
309
|
|
|
$
|
257
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
—
|
|
Commitments to extend credit
|
11,370
|
|
|
11,370
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Unused lines of credit
|
104,105
|
|
|
104,105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total off balance sheet arrangements and
contractual obligations
|
$
|
115,784
|
|
|
$
|
115,732
|
|
|
$
|
—
|
|
|
$
|
52
|
|
|
$
|
—
|
|
|
Actual
|
|
Required for
Capital
Adequacy
Purposes
|
|
To Be Well
Capitalized
Under Prompt
Corrective
Action
Regulations
|
|||
Tier 1 Leverage ratio
|
|
|
|
|
|
|
|
|
Corporation
|
8.88
|
%
|
|
4.00
|
%
|
|
N/A
|
|
Bank
|
10.12
|
%
|
|
4.00
|
%
|
|
5.00
|
%
|
|
|
|
|
|
|
|||
Risk-based capital:
|
|
|
|
|
|
|
|
|
Common Equity Tier 1
|
|
|
|
|
|
|
|
|
Corporation
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
Bank
|
12.24
|
%
|
|
4.50
|
%
|
|
6.50
|
%
|
Tier 1
|
|
|
|
|
|
|
|
|
Corporation
|
10.96
|
%
|
|
4.00
|
%
|
|
N/A
|
|
Bank
|
12.24
|
%
|
|
6.00
|
%
|
|
8.00
|
%
|
Total
|
|
|
|
|
|
|
|
|
Corporation
|
14.29
|
%
|
|
8.00
|
%
|
|
N/A
|
|
Bank
|
13.40
|
%
|
|
8.00
|
%
|
|
10.00
|
%
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands)
|
||||||
Assets
|
|
|
|
|
|
||
Cash and due from banks
|
$
|
20,558
|
|
|
$
|
11,508
|
|
Other interest-earning assets
|
712
|
|
|
172
|
|
||
Cash and cash equivalents
|
21,270
|
|
|
11,680
|
|
||
|
|
|
|
||||
Securities available-for-sale
|
113,015
|
|
|
98,583
|
|
||
Securities held to maturity; estimated fair value of $51,551 (2017)
and $51,530 (2016) |
52,442
|
|
|
52,330
|
|
||
Federal Home Loan Bank of New York stock, at cost
|
3,715
|
|
|
3,515
|
|
||
Loans held for sale
|
370
|
|
|
773
|
|
||
Loans, net of allowance for loan losses of $8,762 (2017)
and $7,905 (2016)
|
702,561
|
|
|
595,952
|
|
||
Premises and equipment, net
|
6,909
|
|
|
6,566
|
|
||
Accrued interest receivable
|
2,566
|
|
|
2,133
|
|
||
Other real estate owned, net
|
—
|
|
|
401
|
|
||
Bank owned life insurance
|
21,084
|
|
|
16,558
|
|
||
Other assets
|
4,834
|
|
|
7,044
|
|
||
Total assets
|
$
|
928,766
|
|
|
$
|
795,535
|
|
|
|
|
|
||||
Liabilities and Shareholders' equity
|
|
|
|
|
|
||
|
|
|
|
||||
Liabilities
|
|
|
|
|
|
||
Deposits:
|
|
|
|
|
|
||
Noninterest-bearing
|
$
|
172,861
|
|
|
$
|
169,306
|
|
Interest-bearing
|
591,238
|
|
|
489,624
|
|
||
Total deposits
|
764,099
|
|
|
658,930
|
|
||
|
|
|
|
||||
Federal Home Loan Bank of New York advances
|
63,760
|
|
|
59,200
|
|
||
Subordinated Debentures and Subordinated Notes
|
23,317
|
|
|
23,252
|
|
||
Accrued interest payable
|
1,116
|
|
|
794
|
|
||
Accrued expenses and other liabilities
|
2,809
|
|
|
1,972
|
|
||
Total liabilities
|
855,101
|
|
|
744,148
|
|
||
|
|
|
|
||||
Shareholders' equity
|
|
|
|
|
|
||
Common stock, no par value; 20,000,000 and 10,000,000 shares authorized;
8,652,804 and 6,121,329 shares issued and outstanding
at December 31, 2017, and 2016, respectively
|
60,742
|
|
|
41,626
|
|
||
Retained earnings
|
14,307
|
|
|
11,082
|
|
||
Accumulated other comprehensive loss, net
|
(1,384
|
)
|
|
(1,321
|
)
|
||
Total Shareholders' equity
|
73,665
|
|
|
51,387
|
|
||
Total liabilities and Shareholders' equity
|
$
|
928,766
|
|
|
$
|
795,535
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands, except per share amounts)
|
||||||
Interest income:
|
|
|
|
|
|
||
Loans
|
$
|
28,385
|
|
|
$
|
23,724
|
|
Securities held to maturity:
|
|
|
|
|
|
||
Taxable
|
990
|
|
|
1,107
|
|
||
Nontaxable
|
197
|
|
|
345
|
|
||
Securities available-for-sale:
|
|
|
|
|
|
||
Taxable
|
2,292
|
|
|
1,673
|
|
||
Nontaxable
|
57
|
|
|
33
|
|
||
FHLB dividends
|
203
|
|
|
124
|
|
||
Other interest-earning assets
|
106
|
|
|
79
|
|
||
Total interest income
|
32,230
|
|
|
27,085
|
|
||
|
|
|
|
||||
Interest expense:
|
|
|
|
|
|
||
Deposits
|
3,189
|
|
|
2,292
|
|
||
FHLB-NY borrowings
|
1,177
|
|
|
716
|
|
||
Subordinated Debentures and Subordinated Notes
|
1,492
|
|
|
1,505
|
|
||
Total interest expense
|
5,858
|
|
|
4,513
|
|
||
Net interest income before provision for loan losses
|
26,372
|
|
|
22,572
|
|
||
Provision for loan losses
|
655
|
|
|
(1,350
|
)
|
||
Net interest income after provision for loan losses
|
25,717
|
|
|
23,922
|
|
||
|
|
|
|
||||
Noninterest income:
|
|
|
|
|
|
||
Fees and service charges
|
2,111
|
|
|
2,159
|
|
||
Bank owned life insurance
|
526
|
|
|
447
|
|
||
Gain on calls and sales of securities, net
|
1
|
|
|
63
|
|
||
Gain on sales of mortgage loans
|
178
|
|
|
164
|
|
||
Gain on sale of other real estate owned
|
13
|
|
|
36
|
|
||
Miscellaneous
|
478
|
|
|
542
|
|
||
Total noninterest income
|
3,307
|
|
|
3,411
|
|
||
|
|
|
|
||||
Noninterest expenses:
|
|
|
|
|
|
||
Salaries and employee benefits
|
11,455
|
|
|
10,980
|
|
||
Occupancy, net
|
1,630
|
|
|
1,598
|
|
||
Equipment
|
673
|
|
|
609
|
|
||
Data processing
|
1,811
|
|
|
1,915
|
|
||
Advertising
|
700
|
|
|
669
|
|
||
FDIC insurance premium
|
322
|
|
|
317
|
|
||
Charitable contributions
|
615
|
|
|
375
|
|
||
Bank-card related services
|
551
|
|
|
579
|
|
||
Other real estate owned, net
|
24
|
|
|
143
|
|
||
Miscellaneous
|
2,520
|
|
|
2,717
|
|
||
Total noninterest expenses
|
20,301
|
|
|
19,902
|
|
||
Income before income tax expense
|
8,723
|
|
|
7,431
|
|
||
Income tax expense
|
4,776
|
|
|
2,695
|
|
||
Net income
|
$
|
3,947
|
|
|
$
|
4,736
|
|
|
|
|
|
||||
Basic and diluted earnings per common share
|
$
|
0.50
|
|
|
$
|
0.78
|
|
|
|
|
|
||||
Weighted average number of basic and diluted common shares outstanding
|
7,906,791
|
|
|
6,109,983
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
|
|
|
|
||||
Net income
|
$
|
3,947
|
|
|
$
|
4,736
|
|
|
|
|
|
||||
Other comprehensive income (loss), net of tax:
|
|
|
|
|
|
||
Change in unrealized holding gains (losses) on securities available-for-sale during the period
|
150
|
|
|
(594
|
)
|
||
Reclassification adjustment for gains in net income
|
(1
|
)
|
|
(39
|
)
|
||
Accretion of unrealized loss on securities reclassified to held to maturity
|
28
|
|
|
120
|
|
||
Change in fair value of interest rate swap in a cash flow hedging relationship
|
(17
|
)
|
|
37
|
|
||
|
|
|
|
||||
Total other comprehensive income (loss)
|
160
|
|
|
(476
|
)
|
||
|
|
|
|
||||
Total comprehensive income
|
$
|
4,107
|
|
|
$
|
4,260
|
|
|
Years Ended December 31, 2017 and 2016
|
|||||||||||||||||||||
|
|
|
|
|
|
|
Accumulated
|
|
|
|||||||||||||
|
|
|
|
|
|
|
Other
|
|
|
|||||||||||||
|
|
|
|
|
|
|
Compre-
|
|
|
|||||||||||||
|
|
|
|
|
|
|
hensive
|
|
|
|||||||||||||
|
Preferred
|
|
Common Stock
|
|
Retained
|
|
Income
|
|
|
|||||||||||||
|
Stock
|
|
Shares
|
|
Amount
|
|
Earnings
|
|
(Loss), Net
|
|
Total
|
|||||||||||
|
(Dollars in thousands, except per share amounts)
|
|||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – January 1, 2016
|
$
|
—
|
|
|
6,085,528
|
|
|
$
|
41,410
|
|
|
$
|
7,008
|
|
|
$
|
(845
|
)
|
|
$
|
47,573
|
|
Cash dividends declared ($0.11 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(672
|
)
|
|
—
|
|
|
(672
|
)
|
|||||
Payment of discount on dividend reinvestment plan
|
—
|
|
|
—
|
|
|
(4
|
)
|
|
—
|
|
|
—
|
|
|
(4
|
)
|
|||||
Common stock issued under dividend reinvestment plan
|
—
|
|
|
13,043
|
|
|
81
|
|
|
—
|
|
|
—
|
|
|
81
|
|
|||||
Common stock issued under stock plans
|
—
|
|
|
3,717
|
|
|
22
|
|
|
—
|
|
|
—
|
|
|
22
|
|
|||||
Issuance of restricted stock
|
—
|
|
|
34,332
|
|
|
198
|
|
|
(198
|
)
|
|
—
|
|
|
—
|
|
|||||
Amortization of restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
181
|
|
|
—
|
|
|
181
|
|
|||||
Tax benefit from restricted stock vesting
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|||||
Restricted stock forfeited
|
—
|
|
|
(15,291
|
)
|
|
(86
|
)
|
|
27
|
|
|
—
|
|
|
(59
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
4,736
|
|
|
—
|
|
|
4,736
|
|
|||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(476
|
)
|
|
(476
|
)
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – December 31, 2016
|
—
|
|
|
6,121,329
|
|
|
41,626
|
|
|
11,082
|
|
|
(1,321
|
)
|
|
51,387
|
|
|||||
Issuance of common stock, net of costs
|
—
|
|
|
2,509,090
|
|
|
18,860
|
|
|
—
|
|
|
—
|
|
|
18,860
|
|
|||||
Cash dividends declared ($0.12 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(961
|
)
|
|
—
|
|
|
(961
|
)
|
|||||
Payment of discount on dividend reinvestment plan
|
—
|
|
|
—
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
(5
|
)
|
|||||
Common stock issued under dividend reinvestment plan
|
—
|
|
|
10,031
|
|
|
90
|
|
|
—
|
|
|
—
|
|
|
90
|
|
|||||
Common stock issued under stock plans
|
—
|
|
|
8,025
|
|
|
77
|
|
|
—
|
|
|
—
|
|
|
77
|
|
|||||
Issuance of restricted stock
|
—
|
|
|
20,876
|
|
|
185
|
|
|
(185
|
)
|
|
—
|
|
|
—
|
|
|||||
Amortization of restricted stock
|
—
|
|
|
—
|
|
|
—
|
|
|
184
|
|
|
—
|
|
|
184
|
|
|||||
Tax benefit from restricted stock vesting
|
—
|
|
|
—
|
|
|
48
|
|
|
—
|
|
|
—
|
|
|
48
|
|
|||||
Restricted stock forfeited
|
—
|
|
|
(16,547
|
)
|
|
(139
|
)
|
|
17
|
|
|
—
|
|
|
(122
|
)
|
|||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
3,947
|
|
|
—
|
|
|
3,947
|
|
|||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
160
|
|
|
160
|
|
|||||
Reclassification due to the adoption of ASU 2018-02
|
—
|
|
|
—
|
|
|
—
|
|
|
223
|
|
|
(223
|
)
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Balance – December 31, 2017
|
$
|
—
|
|
|
8,652,804
|
|
|
$
|
60,742
|
|
|
$
|
14,307
|
|
|
$
|
(1,384
|
)
|
|
$
|
73,665
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
3,947
|
|
|
$
|
4,736
|
|
Adjustments to reconcile net income to
net cash provided by operating activities:
|
|
|
|
|
|
||
Depreciation and amortization of premises and equipment
|
399
|
|
|
380
|
|
||
Amortization of premiums and accretion of discounts, net
|
533
|
|
|
640
|
|
||
Amortization of restricted stock, net of forfeitures
|
62
|
|
|
122
|
|
||
Amortization of Subordinated Notes issuance cost
|
65
|
|
|
66
|
|
||
Accretion of deferred loan fees
|
145
|
|
|
118
|
|
||
Provision for loan losses
|
655
|
|
|
(1,350
|
)
|
||
Originations of mortgage loans held for sale
|
(10,316
|
)
|
|
(12,307
|
)
|
||
Proceeds from sale of mortgage loans
|
10,897
|
|
|
13,220
|
|
||
Gain on sales of mortgage loans
|
(178
|
)
|
|
(164
|
)
|
||
Gain on sales and calls of securities
|
(1
|
)
|
|
(63
|
)
|
||
Gain on sale of other real estate owned
|
(13
|
)
|
|
(36
|
)
|
||
Deferred income tax expense
|
1,419
|
|
|
722
|
|
||
Excess tax benefit from restricted stock vesting
|
48
|
|
|
—
|
|
||
Increase in accrued interest receivable
|
(433
|
)
|
|
(166
|
)
|
||
Increase in accrued interest payable
|
322
|
|
|
3
|
|
||
Earnings on bank owned life insurance
|
(526
|
)
|
|
(447
|
)
|
||
Decrease in other assets
|
686
|
|
|
6
|
|
||
Increase in other liabilities
|
819
|
|
|
424
|
|
||
Net cash provided by operating activities
|
8,530
|
|
|
5,904
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
|
|
||
Purchase of securities available-for-sale
|
(29,201
|
)
|
|
(44,228
|
)
|
||
Proceeds from maturities and principal repayments on securities available-for-sale
|
14,096
|
|
|
14,707
|
|
||
Proceeds from sales and calls on securities available-for-sale
|
500
|
|
|
22,853
|
|
||
Purchase of securities held to maturity
|
(8,173
|
)
|
|
(35,448
|
)
|
||
Proceeds from maturities and principal repayments on securities held to maturity
|
6,665
|
|
|
11,944
|
|
||
Proceeds from calls on securities held to maturity
|
1,320
|
|
|
31,955
|
|
||
Purchase of FHLB-NY stock
|
(11,650
|
)
|
|
(2,180
|
)
|
||
Sale of FHLB-NY stock
|
11,450
|
|
|
1,273
|
|
||
Net increase in loans
|
(107,409
|
)
|
|
(77,568
|
)
|
||
Proceeds from sale of other real estate owned
|
414
|
|
|
896
|
|
||
Purchase of bank owned life insurance
|
(4,000
|
)
|
|
(2,000
|
)
|
||
Additions to premises and equipment
|
(742
|
)
|
|
(147
|
)
|
||
Net cash used in investing activities
|
(126,730
|
)
|
|
(77,943
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Net increase in noninterest-bearing deposits
|
3,555
|
|
|
21,478
|
|
||
Net increase in interest-bearing deposits
|
101,614
|
|
|
32,699
|
|
||
Increase in long term borrowings
|
25,000
|
|
|
18,000
|
|
||
Decrease in long term borrowings
|
(15,000
|
)
|
|
(10,000
|
)
|
||
Net increase (decrease) in short term borrowings
|
(5,440
|
)
|
|
11,200
|
|
||
Proceeds from issuance of common stock, net of costs
|
18,860
|
|
|
—
|
|
||
Cash dividends paid on common stock
|
(961
|
)
|
|
(672
|
)
|
||
Payment of discount on dividend reinvestment plan
|
(5
|
)
|
|
(4
|
)
|
||
Issuance of common stock
|
167
|
|
|
103
|
|
||
Excess tax benefit from restricted stock vesting
|
—
|
|
|
5
|
|
||
Net cash provided by financing activities
|
127,790
|
|
|
72,809
|
|
||
|
|
|
|
||||
Net increase in cash and cash equivalents
|
9,590
|
|
|
770
|
|
||
Cash and cash equivalents - beginning
|
11,680
|
|
|
10,910
|
|
||
Cash and cash equivalents - ending
|
$
|
21,270
|
|
|
$
|
11,680
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
||
Cash paid during the year for interest
|
$
|
5,536
|
|
|
$
|
4,510
|
|
Cash paid during the year for income taxes
|
$
|
2,322
|
|
|
$
|
1,589
|
|
Transfers from loans to other real estate owned
|
$
|
—
|
|
|
$
|
404
|
|
|
December 31, 2017
|
||||||||||||||
|
Amortized
|
|
Gross Unrealized
|
|
Fair
|
||||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
U.S. government-sponsored agencies
|
$
|
21,699
|
|
|
$
|
30
|
|
|
$
|
396
|
|
|
$
|
21,333
|
|
Obligations of state and political subdivisions
|
3,221
|
|
|
—
|
|
|
56
|
|
|
3,165
|
|
||||
Mortgage-backed securities
|
64,775
|
|
|
70
|
|
|
1,011
|
|
|
63,834
|
|
||||
Asset-backed securities (a)
|
6,672
|
|
|
30
|
|
|
4
|
|
|
6,698
|
|
||||
Corporate debt
|
14,437
|
|
|
94
|
|
|
302
|
|
|
14,229
|
|
||||
Total debt securities
|
110,804
|
|
|
224
|
|
|
1,769
|
|
|
109,259
|
|
||||
Other equity investments
|
3,982
|
|
|
—
|
|
|
226
|
|
|
3,756
|
|
||||
Total
|
$
|
114,786
|
|
|
$
|
224
|
|
|
$
|
1,995
|
|
|
$
|
113,015
|
|
|
December 31, 2016
|
||||||||||||||
|
Amortized
|
|
Gross Unrealized
|
|
Fair
|
||||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
U.S. government-sponsored agencies
|
$
|
17,789
|
|
|
$
|
61
|
|
|
$
|
405
|
|
|
$
|
17,445
|
|
Obligations of state and political subdivisions
|
3,238
|
|
|
—
|
|
|
142
|
|
|
3,096
|
|
||||
Mortgage-backed securities
|
52,785
|
|
|
150
|
|
|
889
|
|
|
52,046
|
|
||||
Asset-backed securities (a)
|
8,392
|
|
|
—
|
|
|
125
|
|
|
8,267
|
|
||||
Corporate debt
|
14,504
|
|
|
50
|
|
|
517
|
|
|
14,037
|
|
||||
Total debt securities
|
96,708
|
|
|
261
|
|
|
2,078
|
|
|
94,891
|
|
||||
Other equity investments
|
3,886
|
|
|
—
|
|
|
194
|
|
|
3,692
|
|
||||
Total
|
$
|
100,594
|
|
|
$
|
261
|
|
|
$
|
2,272
|
|
|
$
|
98,583
|
|
|
December 31, 2017
|
||||||||||||||
|
Amortized
|
|
Gross Unrealized
|
|
Fair
|
||||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
999
|
|
|
$
|
—
|
|
|
$
|
11
|
|
|
$
|
988
|
|
U.S. government-sponsored agencies
|
27,075
|
|
|
4
|
|
|
760
|
|
|
26,319
|
|
||||
Obligations of state and political subdivisions
|
4,057
|
|
|
21
|
|
|
23
|
|
|
4,055
|
|
||||
Mortgage-backed securities
|
20,311
|
|
|
76
|
|
|
198
|
|
|
20,189
|
|
||||
Total
|
$
|
52,442
|
|
|
$
|
101
|
|
|
$
|
992
|
|
|
$
|
51,551
|
|
|
December 31, 2016
|
||||||||||||||
|
Amortized
|
|
Gross Unrealized
|
|
Fair
|
||||||||||
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
||||||||
|
(In thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
U.S. Treasury
|
$
|
999
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
995
|
|
U.S. government-sponsored agencies
|
19,162
|
|
|
28
|
|
|
865
|
|
|
18,325
|
|
||||
Obligations of state and political subdivisions
|
7,102
|
|
|
75
|
|
|
30
|
|
|
7,147
|
|
||||
Mortgage-backed securities
|
25,067
|
|
|
163
|
|
|
167
|
|
|
25,063
|
|
||||
Total
|
$
|
52,330
|
|
|
$
|
266
|
|
|
$
|
1,066
|
|
|
$
|
51,530
|
|
|
December 31, 2017
|
||||||
|
Amortized
Cost
|
|
Fair
Value
|
||||
|
(In thousands)
|
||||||
Available-for-sale
|
|
|
|
|
|
||
Within one year
|
$
|
1,000
|
|
|
$
|
999
|
|
After one year, but within five years
|
9,933
|
|
|
9,837
|
|
||
After five years, but within ten years
|
23,270
|
|
|
22,899
|
|
||
After ten years
|
5,154
|
|
|
4,992
|
|
||
Mortgage-backed securities
|
64,775
|
|
|
63,834
|
|
||
Asset-backed securities
|
6,672
|
|
|
6,698
|
|
||
Total
|
$
|
110,804
|
|
|
$
|
109,259
|
|
|
|
|
|
||||
|
|
|
|
||||
Held to maturity
|
|
|
|
|
|
||
Within one year
|
$
|
1,410
|
|
|
$
|
1,413
|
|
After one year, but within five years
|
8,987
|
|
|
8,935
|
|
||
After five years, but within ten years
|
21,237
|
|
|
20,540
|
|
||
After ten years
|
497
|
|
|
474
|
|
||
Mortgage-backed securities
|
20,311
|
|
|
20,189
|
|
||
Total
|
$
|
52,442
|
|
|
$
|
51,551
|
|
Available-for-Sale
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2017
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. government-
sponsored agencies
|
$
|
8,260
|
|
|
$
|
(70
|
)
|
|
$
|
11,174
|
|
|
$
|
(326
|
)
|
|
$
|
19,434
|
|
|
$
|
(396
|
)
|
Obligations of state and
political subdivisions
|
1,384
|
|
|
(7
|
)
|
|
1,781
|
|
|
(49
|
)
|
|
3,165
|
|
|
(56
|
)
|
||||||
Mortgage-backed
securities
|
30,575
|
|
|
(201
|
)
|
|
26,809
|
|
|
(810
|
)
|
|
57,384
|
|
|
(1,011
|
)
|
||||||
Asset-backed securities
|
—
|
|
|
—
|
|
|
3,013
|
|
|
(4
|
)
|
|
3,013
|
|
|
(4
|
)
|
||||||
Corporate debt
|
—
|
|
|
—
|
|
|
9,135
|
|
|
(302
|
)
|
|
9,135
|
|
|
(302
|
)
|
||||||
Other equity investments
|
—
|
|
|
—
|
|
|
3,696
|
|
|
(226
|
)
|
|
3,696
|
|
|
(226
|
)
|
||||||
Total temporarily
impaired securities
|
$
|
40,219
|
|
|
$
|
(278
|
)
|
|
$
|
55,608
|
|
|
$
|
(1,717
|
)
|
|
$
|
95,827
|
|
|
$
|
(1,995
|
)
|
December 31, 2016
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
U.S. government-
sponsored agencies
|
$
|
10,548
|
|
|
$
|
(260
|
)
|
|
$
|
3,402
|
|
|
$
|
(145
|
)
|
|
$
|
13,950
|
|
|
$
|
(405
|
)
|
Obligations of state and political subdivisions
|
3,095
|
|
|
(142
|
)
|
|
—
|
|
|
—
|
|
|
3,095
|
|
|
(142
|
)
|
||||||
Mortgage-backed securities
|
35,009
|
|
|
(779
|
)
|
|
3,360
|
|
|
(110
|
)
|
|
38,369
|
|
|
(889
|
)
|
||||||
Asset-backed securities
|
—
|
|
|
—
|
|
|
8,267
|
|
|
(125
|
)
|
|
8,267
|
|
|
(125
|
)
|
||||||
Corporate debt
|
8,031
|
|
|
(473
|
)
|
|
956
|
|
|
(44
|
)
|
|
8,987
|
|
|
(517
|
)
|
||||||
Other equity investments
|
—
|
|
|
—
|
|
|
3,632
|
|
|
(194
|
)
|
|
3,632
|
|
|
(194
|
)
|
||||||
Total temporarily
impaired securities
|
$
|
56,683
|
|
|
$
|
(1,654
|
)
|
|
$
|
19,617
|
|
|
$
|
(618
|
)
|
|
$
|
76,300
|
|
|
$
|
(2,272
|
)
|
Held to Maturity
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
December 31, 2017
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury
|
$
|
988
|
|
|
$
|
(11
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
988
|
|
|
$
|
(11
|
)
|
U.S. government-
sponsored agencies
|
10,032
|
|
|
(139
|
)
|
|
15,265
|
|
|
(621
|
)
|
|
25,297
|
|
|
(760
|
)
|
||||||
Obligations of state and political subdivisions
|
—
|
|
|
—
|
|
|
474
|
|
|
(23
|
)
|
|
474
|
|
|
(23
|
)
|
||||||
Mortgage-backed
securities
|
9,531
|
|
|
(114
|
)
|
|
3,896
|
|
|
(84
|
)
|
|
13,427
|
|
|
(198
|
)
|
||||||
Total temporarily
impaired securities
|
$
|
20,551
|
|
|
$
|
(264
|
)
|
|
$
|
19,635
|
|
|
$
|
(728
|
)
|
|
$
|
40,186
|
|
|
$
|
(992
|
)
|
December 31, 2016
|
Less than 12 Months
|
|
12 Months or Longer
|
|
Total
|
||||||||||||||||||
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
||||||||||||
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. Treasury
|
$
|
995
|
|
|
$
|
(4
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
995
|
|
|
$
|
(4
|
)
|
U.S. government-
sponsored agencies
|
17,022
|
|
|
(865
|
)
|
|
—
|
|
|
—
|
|
|
17,022
|
|
|
(865
|
)
|
||||||
Obligations of state and political subdivisions
|
476
|
|
|
(30
|
)
|
|
—
|
|
|
—
|
|
|
476
|
|
|
(30
|
)
|
||||||
Mortgage-backed
securities
|
12,901
|
|
|
(167
|
)
|
|
—
|
|
|
—
|
|
|
12,901
|
|
|
(167
|
)
|
||||||
Total temporarily
impaired securities
|
$
|
31,394
|
|
|
$
|
(1,066
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,394
|
|
|
$
|
(1,066
|
)
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Commercial:
|
|
|
|
|
|
||
Secured by real estate
|
$
|
31,684
|
|
|
$
|
34,213
|
|
Other
|
57,372
|
|
|
47,852
|
|
||
Commercial real estate
|
493,542
|
|
|
382,551
|
|
||
Commercial construction
|
2,152
|
|
|
14,943
|
|
||
Residential real estate
|
85,760
|
|
|
84,321
|
|
||
Consumer:
|
|
|
|
|
|
||
Secured by real estate
|
32,207
|
|
|
30,176
|
|
||
Other
|
563
|
|
|
244
|
|
||
Government Guaranteed Loans - guaranteed portion
|
8,334
|
|
|
9,732
|
|
||
Other
|
106
|
|
|
51
|
|
||
Total gross loans
|
711,720
|
|
|
604,083
|
|
||
|
|
|
|
||||
Less: Deferred loan costs, net
|
397
|
|
|
226
|
|
||
Allowance for loan losses
|
8,762
|
|
|
7,905
|
|
||
|
9,159
|
|
|
8,131
|
|
||
|
|
|
|
||||
Loans, net
|
$
|
702,561
|
|
|
$
|
595,952
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
Balance
beginning of
period
|
|
Provision
charged to
operations
|
|
Loans
charged-off
|
|
Recoveries
of loans
charged-off
|
|
Balance
end of
period
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
2,663
|
|
|
$
|
301
|
|
|
$
|
(3
|
)
|
|
$
|
97
|
|
|
$
|
3,058
|
|
Commercial real estate
|
4,734
|
|
|
697
|
|
|
—
|
|
|
100
|
|
|
5,531
|
|
|||||
Commercial construction
|
355
|
|
|
(322
|
)
|
|
—
|
|
|
—
|
|
|
33
|
|
|||||
Residential real estate
|
66
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|
68
|
|
|||||
Consumer
|
75
|
|
|
(19
|
)
|
|
—
|
|
|
8
|
|
|
64
|
|
|||||
Other
|
—
|
|
|
1
|
|
|
(1
|
)
|
|
1
|
|
|
1
|
|
|||||
Unallocated
|
12
|
|
|
(5
|
)
|
|
—
|
|
|
—
|
|
|
7
|
|
|||||
Balance, ending
|
$
|
7,905
|
|
|
$
|
655
|
|
|
$
|
(4
|
)
|
|
$
|
206
|
|
|
$
|
8,762
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
Balance
beginning of
period
|
|
Provision
charged to
operations
|
|
Loans
charged-off
|
|
Recoveries
of loans
charged-off
|
|
Balance
end of
period
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial
|
$
|
3,698
|
|
|
$
|
(1,409
|
)
|
|
$
|
(72
|
)
|
|
$
|
446
|
|
|
$
|
2,663
|
|
Commercial real estate
|
4,660
|
|
|
8
|
|
|
(96
|
)
|
|
162
|
|
|
4,734
|
|
|||||
Commercial construction
|
114
|
|
|
241
|
|
|
—
|
|
|
—
|
|
|
355
|
|
|||||
Residential real estate
|
109
|
|
|
(43
|
)
|
|
—
|
|
|
—
|
|
|
66
|
|
|||||
Consumer
|
118
|
|
|
(37
|
)
|
|
(11
|
)
|
|
5
|
|
|
75
|
|
|||||
Other
|
3
|
|
|
(1
|
)
|
|
(3
|
)
|
|
1
|
|
|
—
|
|
|||||
Unallocated
|
121
|
|
|
(109
|
)
|
|
—
|
|
|
—
|
|
|
12
|
|
|||||
Balance, ending
|
$
|
8,823
|
|
|
$
|
(1,350
|
)
|
|
$
|
(182
|
)
|
|
$
|
614
|
|
|
$
|
7,905
|
|
|
December 31, 2017
|
||||||||||||||||||||||||||||||||||
|
Commercial
|
|
Commercial
Real Estate
|
|
Commercial
Construction
|
|
Residential
Real Estate
|
|
Consumer
|
|
Government
Guaranteed
|
|
Other
Loans
|
|
Unallocated
|
|
Total
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Ending allowance balance attributable to loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Individually evaluated for
impairment
|
$
|
34
|
|
|
$
|
575
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
609
|
|
Collectively evaluated for impairment
|
3,024
|
|
|
4,956
|
|
|
33
|
|
|
68
|
|
|
64
|
|
|
—
|
|
|
1
|
|
|
7
|
|
|
8,153
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total ending allowance balance
|
$
|
3,058
|
|
|
$
|
5,531
|
|
|
$
|
33
|
|
|
$
|
68
|
|
|
$
|
64
|
|
|
$
|
—
|
|
|
$
|
1
|
|
|
$
|
7
|
|
|
$
|
8,762
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Loans individually evaluated for impairment
|
$
|
549
|
|
|
$
|
6,236
|
|
|
$
|
—
|
|
|
$
|
295
|
|
|
$
|
62
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
7,142
|
|
Loans collectively evaluated for impairment
|
88,507
|
|
|
487,306
|
|
|
2,152
|
|
|
85,465
|
|
|
32,708
|
|
|
8,334
|
|
|
106
|
|
|
—
|
|
|
704,578
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total ending loan balance
|
$
|
89,056
|
|
|
$
|
493,542
|
|
|
$
|
2,152
|
|
|
$
|
85,760
|
|
|
$
|
32,770
|
|
|
$
|
8,334
|
|
|
$
|
106
|
|
|
$
|
—
|
|
|
$
|
711,720
|
|
|
December 31, 2016
|
||||||||||||||||||||||||||||||||||
|
Commercial
|
|
Commercial
Real Estate
|
|
Commercial
Construction
|
|
Residential
Real Estate
|
|
Consumer
|
|
Government
Guaranteed
|
|
Other
Loans
|
|
Unallocated
|
|
Total
|
||||||||||||||||||
|
(In thousands)
|
||||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Ending allowance balance attributable to loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Individually evaluated for
impairment
|
$
|
9
|
|
|
$
|
601
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
610
|
|
Collectively evaluated for impairment
|
2,654
|
|
|
4,133
|
|
|
355
|
|
|
66
|
|
|
75
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
7,295
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total ending allowance balance
|
$
|
2,663
|
|
|
$
|
4,734
|
|
|
$
|
355
|
|
|
$
|
66
|
|
|
$
|
75
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
12
|
|
|
$
|
7,905
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Loans individually evaluated for impairment
|
$
|
1,698
|
|
|
$
|
6,331
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
78
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
8,107
|
|
Loans collectively evaluated for impairment
|
80,367
|
|
|
376,220
|
|
|
14,943
|
|
|
84,321
|
|
|
30,342
|
|
|
9,732
|
|
|
51
|
|
|
—
|
|
|
595,976
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||||||
Total ending loan balance
|
$
|
82,065
|
|
|
$
|
382,551
|
|
|
$
|
14,943
|
|
|
$
|
84,321
|
|
|
$
|
30,420
|
|
|
$
|
9,732
|
|
|
$
|
51
|
|
|
$
|
—
|
|
|
$
|
604,083
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Commercial:
|
|
|
|
|
|
||
Secured by real estate
|
$
|
136
|
|
|
$
|
—
|
|
Commercial real estate
|
701
|
|
|
528
|
|
||
Residential real estate
|
295
|
|
|
—
|
|
||
Consumer:
|
|
|
|
|
|
||
Secured by real estate
|
62
|
|
|
78
|
|
||
|
|
|
|
||||
Total nonaccrual loans
|
$
|
1,194
|
|
|
$
|
606
|
|
|
At And For The Year Ended December 31, 2017
|
||||||||||||||||||
|
Unpaid
Principal
Balance
|
|
Recorded
Investment
|
|
Allowance
for Loan
Losses
Allocated
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Secured by real estate
|
$
|
389
|
|
|
$
|
389
|
|
|
|
|
|
$
|
964
|
|
|
$
|
70
|
|
|
Commercial real estate
|
3,442
|
|
|
3,124
|
|
|
|
|
|
3,148
|
|
|
121
|
|
|||||
Residential real estate
|
295
|
|
|
295
|
|
|
|
|
|
59
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Secured by real estate
|
71
|
|
|
62
|
|
|
|
|
|
70
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Secured by real estate
|
33
|
|
|
32
|
|
|
$
|
27
|
|
|
45
|
|
|
—
|
|
||||
Other
|
128
|
|
|
128
|
|
|
7
|
|
|
171
|
|
|
12
|
|
|||||
Commercial real estate
|
3,112
|
|
|
3,112
|
|
|
575
|
|
|
3,144
|
|
|
128
|
|
|||||
Total impaired loans
|
$
|
7,470
|
|
|
$
|
7,142
|
|
|
$
|
609
|
|
|
$
|
7,601
|
|
|
$
|
331
|
|
|
At And For The Year Ended December 31, 2016
|
||||||||||||||||||
|
Unpaid
Principal
Balance
|
|
Recorded
Investment
|
|
Allowance
for Loan
Losses
Allocated
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
|
(In thousands)
|
||||||||||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Secured by real estate
|
$
|
1,481
|
|
|
$
|
1,353
|
|
|
|
|
|
$
|
2,018
|
|
|
$
|
92
|
|
|
Other
|
—
|
|
|
—
|
|
|
|
|
|
27
|
|
|
—
|
|
|||||
Commercial real estate
|
3,448
|
|
|
3,156
|
|
|
|
|
|
3,128
|
|
|
181
|
|
|||||
Commercial construction
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|||||
Residential real estate
|
—
|
|
|
—
|
|
|
|
|
|
—
|
|
|
—
|
|
|||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Secured by real estate
|
81
|
|
|
78
|
|
|
|
|
|
81
|
|
|
—
|
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
Secured by real estate
|
120
|
|
|
120
|
|
|
$
|
—
|
|
|
186
|
|
|
7
|
|
||||
Other
|
225
|
|
|
225
|
|
|
9
|
|
|
247
|
|
|
17
|
|
|||||
Commercial real estate
|
3,175
|
|
|
3,175
|
|
|
601
|
|
|
4,109
|
|
|
130
|
|
|||||
Total impaired loans
|
$
|
8,530
|
|
|
$
|
8,107
|
|
|
$
|
610
|
|
|
$
|
9,796
|
|
|
$
|
427
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
Greater than
90 Days
Past Due
|
|
Total Past
Due
|
|
Loans Not
Past Due
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Secured by real estate
|
$
|
186
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
186
|
|
|
$
|
31,498
|
|
|
$
|
31,684
|
|
Other
|
8
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
57,364
|
|
|
57,372
|
|
||||||
Commercial real estate
|
300
|
|
|
—
|
|
|
599
|
|
|
899
|
|
|
492,643
|
|
|
493,542
|
|
||||||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,152
|
|
|
2,152
|
|
||||||
Residential real estate
|
314
|
|
|
—
|
|
|
—
|
|
|
314
|
|
|
85,446
|
|
|
85,760
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Secured by real estate
|
—
|
|
|
—
|
|
|
28
|
|
|
28
|
|
|
32,179
|
|
|
32,207
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
563
|
|
|
563
|
|
||||||
Government Guaranteed Loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
8,334
|
|
|
8,334
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
106
|
|
||||||
Total
|
$
|
808
|
|
|
$
|
—
|
|
|
$
|
627
|
|
|
$
|
1,435
|
|
|
$
|
710,285
|
|
|
$
|
711,720
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
30-59 Days
Past Due
|
|
60-89 Days
Past Due
|
|
Greater than
90 Days
Past Due
|
|
Total Past
Due
|
|
Loans Not
Past Due
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Secured by real estate
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,213
|
|
|
$
|
34,213
|
|
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
47,852
|
|
|
47,852
|
|
||||||
Commercial real estate
|
106
|
|
|
—
|
|
|
—
|
|
|
106
|
|
|
382,445
|
|
|
382,551
|
|
||||||
Commercial construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,943
|
|
|
14,943
|
|
||||||
Residential real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,321
|
|
|
84,321
|
|
||||||
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Secured by real estate
|
6
|
|
|
—
|
|
|
40
|
|
|
46
|
|
|
30,130
|
|
|
30,176
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
244
|
|
|
244
|
|
||||||
Government Guaranteed Loans
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,732
|
|
|
9,732
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
51
|
|
|
51
|
|
||||||
Total
|
$
|
112
|
|
|
$
|
—
|
|
|
$
|
40
|
|
|
$
|
152
|
|
|
$
|
603,931
|
|
|
$
|
604,083
|
|
|
December 31, 2016
|
|||||||||
|
Number
of
Loans
|
|
Pre-
Modification
Recorded
Investment
|
|
Post-
Modification
Recorded
Investment
|
|||||
|
(Dollars in thousands)
|
|||||||||
|
|
|
|
|
|
|||||
Commercial:
|
|
|
|
|
|
|
|
|
||
Secured by real estate
|
2
|
|
|
$
|
786
|
|
|
$
|
786
|
|
Total
|
2
|
|
|
$
|
786
|
|
|
$
|
786
|
|
|
December 31, 2017
|
||||||||||||||||||||||
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Secured by real estate
|
$
|
29,025
|
|
|
$
|
2,153
|
|
|
$
|
506
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
31,684
|
|
Other
|
56,632
|
|
|
216
|
|
|
524
|
|
|
—
|
|
|
—
|
|
|
57,372
|
|
||||||
Commercial real estate
|
481,443
|
|
|
10,023
|
|
|
2,076
|
|
|
—
|
|
|
—
|
|
|
493,542
|
|
||||||
Commercial construction
|
2,152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,152
|
|
||||||
Total
|
$
|
569,252
|
|
|
$
|
12,392
|
|
|
$
|
3,106
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
584,750
|
|
|
December 31, 2016
|
||||||||||||||||||||||
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Loss
|
|
Total
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Secured by real estate
|
$
|
32,159
|
|
|
$
|
1,601
|
|
|
$
|
453
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
34,213
|
|
Other
|
46,865
|
|
|
404
|
|
|
583
|
|
|
—
|
|
|
—
|
|
|
47,852
|
|
||||||
Commercial real estate
|
366,251
|
|
|
14,345
|
|
|
1,955
|
|
|
—
|
|
|
—
|
|
|
382,551
|
|
||||||
Commercial construction
|
14,943
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,943
|
|
||||||
Total
|
$
|
460,218
|
|
|
$
|
16,350
|
|
|
$
|
2,991
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
479,559
|
|
|
December 31, 2017
|
||||||||||
|
Current
|
|
Past Due or
Nonaccrual
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
85,446
|
|
|
$
|
314
|
|
|
$
|
85,760
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|||
Secured by real estate
|
32,179
|
|
|
28
|
|
|
32,207
|
|
|||
Other
|
563
|
|
|
—
|
|
|
563
|
|
|||
Total
|
$
|
118,188
|
|
|
$
|
342
|
|
|
$
|
118,530
|
|
|
December 31, 2016
|
||||||||||
|
Current
|
|
Past Due or
Nonaccrual
|
|
Total
|
||||||
|
(In thousands)
|
||||||||||
|
|
|
|
|
|
||||||
Residential real estate
|
$
|
84,321
|
|
|
$
|
—
|
|
|
$
|
84,321
|
|
Consumer:
|
|
|
|
|
|
|
|
|
|||
Secured by real estate
|
30,130
|
|
|
46
|
|
|
30,176
|
|
|||
Other
|
244
|
|
|
—
|
|
|
244
|
|
|||
Total
|
$
|
114,695
|
|
|
$
|
46
|
|
|
$
|
114,741
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
|
|
|
|
||||
Land
|
$
|
3,240
|
|
|
$
|
3,240
|
|
Buildings and improvements
|
4,505
|
|
|
4,494
|
|
||
Leasehold improvements
|
1,923
|
|
|
1,902
|
|
||
Furniture, fixtures, and equipment
|
1,605
|
|
|
964
|
|
||
|
11,273
|
|
|
10,600
|
|
||
Less: accumulated depreciation and amortization
|
4,364
|
|
|
4,034
|
|
||
Total premises & equipment, net
|
$
|
6,909
|
|
|
$
|
6,566
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
|
|
|
|
||||
Acquired by foreclosure or deed in lieu of foreclosure
|
$
|
—
|
|
|
$
|
404
|
|
Allowance for losses on other real estate owned
|
—
|
|
|
(3
|
)
|
||
Other real estate, net
|
$
|
—
|
|
|
$
|
401
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
|
|
|
|
||||
Beginning of year
|
$
|
3
|
|
|
$
|
—
|
|
Additions charged to expense
|
—
|
|
|
23
|
|
||
Reductions from sales of other real estate owned
|
(3
|
)
|
|
(20
|
)
|
||
End of year
|
$
|
—
|
|
|
$
|
3
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
|
|
|
|
||||
Provision for unrealized losses
|
$
|
—
|
|
|
$
|
23
|
|
Operating expenses, net of rental income
|
24
|
|
|
120
|
|
||
End of year
|
$
|
24
|
|
|
$
|
143
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
|
|
|
|
||||
Noninterest-bearing demand
|
$
|
172,861
|
|
|
$
|
169,306
|
|
|
|
|
|
||||
Interest-bearing checking accounts
|
196,924
|
|
|
199,672
|
|
||
Money market accounts
|
110,256
|
|
|
42,606
|
|
||
Total interest-bearing demand
|
307,180
|
|
|
242,278
|
|
||
|
|
|
|
||||
Statement savings and clubs
|
77,284
|
|
|
82,521
|
|
||
Business savings
|
5,830
|
|
|
8,156
|
|
||
Total savings
|
83,114
|
|
|
90,677
|
|
||
|
|
|
|
||||
IRA investment and variable rate savings
|
33,236
|
|
|
28,771
|
|
||
Brokered certificates
|
25,944
|
|
|
8,299
|
|
||
Money market certificates
|
141,764
|
|
|
119,599
|
|
||
Total certificates of deposit
|
200,944
|
|
|
156,669
|
|
||
|
|
|
|
||||
Total interest-bearing deposits
|
591,238
|
|
|
489,624
|
|
||
Total deposits
|
$
|
764,099
|
|
|
$
|
658,930
|
|
|
Year Ended
|
|
|
||
|
December 31,
|
|
Balances
|
||
|
|
|
(In thousands)
|
||
|
|
|
|
|
|
|
2018
|
|
$
|
73,610
|
|
|
2019
|
|
86,853
|
|
|
|
2020
|
|
25,162
|
|
|
|
2021
|
|
9,284
|
|
|
|
2022
|
|
6,035
|
|
|
|
|
|
$
|
200,944
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
|
|
|
|
||||
Total interest bearing demand
|
$
|
709
|
|
|
$
|
558
|
|
Total savings
|
91
|
|
|
89
|
|
||
Total certificates of deposit
|
2,389
|
|
|
1,645
|
|
||
Total interest expense
|
$
|
3,189
|
|
|
$
|
2,292
|
|
|
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||
Advances Maturing
|
|
Amount
|
|
Weighted
Average
Rate
|
|
Amount
|
|
Weighted
Average
Rate
|
||||||
|
|
(Dollars in thousands)
|
||||||||||||
|
|
|
|
|
|
|
|
|
||||||
Within one year
|
|
$
|
20,760
|
|
|
1.59
|
%
|
|
$
|
26,200
|
|
|
1.03
|
%
|
After one year, but within two years
|
|
33,000
|
|
|
1.76
|
%
|
|
15,000
|
|
|
1.73
|
%
|
||
After two years, but within three years
|
|
5,000
|
|
|
1.88
|
%
|
|
13,000
|
|
|
1.86
|
%
|
||
After three years, but within four years
|
|
5,000
|
|
|
1.68
|
%
|
|
—
|
|
|
—
|
%
|
||
After four years, but within five years
|
|
—
|
|
|
—
|
%
|
|
5,000
|
|
|
1.68
|
%
|
||
Total advances maturing
|
|
$
|
63,760
|
|
|
1.71
|
%
|
|
$
|
59,200
|
|
|
1.45
|
%
|
|
|
|
|
|
|
Carrying Amount
|
||||||
|
|
|
|
|
|
December 31,
|
||||||
Issue
|
|
Maturity
|
|
Rate
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
|
(In thousands)
|
||||||
|
|
|
|
|
|
|
|
|
||||
9/17/2003
|
|
9/17/2033
|
|
Fixed / Floating Rate Junior Subordinated Debentures
|
|
$
|
7,217
|
|
|
$
|
7,217
|
|
8/28/2015
|
|
8/25/2025
|
|
Fixed Rate Subordinated Notes
|
|
16,100
|
|
|
16,035
|
|
||
|
|
|
|
Total
|
|
$
|
23,317
|
|
|
$
|
23,252
|
|
|
Actual
|
|
Required for Capital
Adequacy Purposes
|
|
To Be Well Capitalized
Under Prompt Corrective
Action Regulations
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
(Dollars in thousands)
|
|||||||||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tier 1 Leverage ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Corporation
|
$
|
81,886
|
|
|
8.88
|
%
|
|
$
|
36,867
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Bank
|
92,824
|
|
|
10.12
|
%
|
|
36,698
|
|
|
4.00
|
%
|
|
$
|
45,872
|
|
|
5.00
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Risk-based capital:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Common Equity Tier 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Corporation
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
92,824
|
|
|
12.24
|
%
|
|
34,113
|
|
|
4.50
|
%
|
|
49,274
|
|
|
6.50
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Corporation
|
81,886
|
|
|
10.96
|
%
|
|
29,889
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
92,824
|
|
|
12.24
|
%
|
|
45,484
|
|
|
6.00
|
%
|
|
60,645
|
|
|
8.00
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Corporation
|
106,748
|
|
|
14.29
|
%
|
|
59,777
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
101,586
|
|
|
13.40
|
%
|
|
60,645
|
|
|
8.00
|
%
|
|
75,807
|
|
|
10.00
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
December 31, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Tier 1 Leverage ratio
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
Corporation
|
$
|
59,591
|
|
|
7.65
|
%
|
|
$
|
31,151
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|
Bank
|
72,355
|
|
|
9.32
|
%
|
|
31,055
|
|
|
4.00
|
%
|
|
$
|
38,818
|
|
|
5.00
|
%
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Risk-based capital:
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Common Equity Tier 1
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
72,355
|
|
|
11.13
|
%
|
|
29,263
|
|
|
4.50
|
%
|
|
42,269
|
|
|
6.50
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Tier 1
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
59,591
|
|
|
9.35
|
%
|
|
25,504
|
|
|
4.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
72,355
|
|
|
11.13
|
%
|
|
39,018
|
|
|
6.00
|
%
|
|
52,024
|
|
|
8.00
|
%
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Corporation
|
83,531
|
|
|
13.10
|
%
|
|
51,008
|
|
|
8.00
|
%
|
|
N/A
|
|
|
N/A
|
|
|||
Bank
|
80,260
|
|
|
12.34
|
%
|
|
52,024
|
|
|
8.00
|
%
|
|
65,030
|
|
|
10.00
|
%
|
|
2017
|
|
2016
|
||||||||||
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
|
Number of
Shares
|
|
Weighted Average
Grant Date
Fair Value
|
||||||
|
|
|
|
|
|
|
|
||||||
Balance January 1
|
68,586
|
|
|
$
|
5.52
|
|
|
64,970
|
|
|
$
|
5.29
|
|
Granted
|
20,876
|
|
|
8.88
|
|
|
34,332
|
|
|
5.76
|
|
||
Vested
|
(34,675
|
)
|
|
5.40
|
|
|
(24,996
|
)
|
|
5.24
|
|
||
Forfeited
|
(3,259
|
)
|
|
6.41
|
|
|
(5,720
|
)
|
|
5.53
|
|
||
Balance December 31
|
51,528
|
|
|
$
|
6.91
|
|
|
68,586
|
|
|
$
|
5.52
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(Dollars in thousands, except per share amounts)
|
||||||
|
|
|
|
||||
Net income available to common shareholders
|
$
|
3,947
|
|
|
$
|
4,736
|
|
|
|
|
|
||||
Weighted average common shares outstanding - basic and diluted
|
7,906,791
|
|
|
6,109,983
|
|
||
|
|
|
|
||||
Basic and diluted earnings per common share
|
$
|
0.50
|
|
|
$
|
0.78
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
|
|
|
|
||||
Federal income tax
|
$
|
2,966
|
|
|
$
|
2,527
|
|
Add (deduct) effect of:
|
|
|
|
|
|
||
State income taxes, net of federal income tax effect
|
606
|
|
|
533
|
|
||
Nontaxable interest income
|
(129
|
)
|
|
(153
|
)
|
||
Effect of change in Federal statutory tax rate
|
1,420
|
|
|
—
|
|
||
Bank owned life insurance
|
(198
|
)
|
|
(147
|
)
|
||
Nondeductible expenses
|
(31
|
)
|
|
12
|
|
||
Change in valuation reserve
|
(8
|
)
|
|
(77
|
)
|
||
Out of period adjustment for state fixed asset basis
|
150
|
|
|
—
|
|
||
Effective federal income taxes
|
$
|
4,776
|
|
|
$
|
2,695
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Deferred tax assets:
|
|
|
|
|
|
||
Allowance for loan losses
|
$
|
2,455
|
|
|
$
|
3,157
|
|
Accrued compensation
|
91
|
|
|
83
|
|
||
Nonaccrual loan interest
|
12
|
|
|
3
|
|
||
Depreciation
|
202
|
|
|
340
|
|
||
Contribution carry forward
|
2
|
|
|
55
|
|
||
Restricted stock
|
—
|
|
|
55
|
|
||
Mortgage servicing rights
|
(5
|
)
|
|
—
|
|
||
Accrued contributions
|
167
|
|
|
144
|
|
||
Unrealized loss on securities available-for-sale
|
498
|
|
|
335
|
|
||
Alternate minimum tax
|
—
|
|
|
270
|
|
||
|
3,422
|
|
|
4,442
|
|
||
Valuation reserve
|
(2
|
)
|
|
(10
|
)
|
||
|
3,420
|
|
|
4,432
|
|
||
Deferred tax liabilities
|
|
|
|
|
|
||
OREO reserve
|
—
|
|
|
1
|
|
||
Other
|
—
|
|
|
4
|
|
||
|
—
|
|
|
5
|
|
||
Net deferred tax assets
|
$
|
3,420
|
|
|
$
|
4,427
|
|
|
Year Ended
|
|
Minimum
|
|
||
|
December 31,
|
|
Rent
|
|
||
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
2018
|
|
$
|
703
|
|
|
|
2019
|
|
631
|
|
|
|
|
2020
|
|
536
|
|
|
|
|
2021
|
|
359
|
|
|
|
|
2022
|
|
326
|
|
|
|
|
Thereafter
|
|
875
|
|
|
|
|
|
|
$
|
3,430
|
|
|
Notional amount
|
|
$7,000,000
|
|
Pay rate
|
|
5.323%
|
|
Receive rate
|
|
3 month LIBOR plus 2.95%
|
|
Maturity
|
|
June 17, 2027
|
|
Unrealized loss
|
|
$(29,000)
|
|
|
Year Ended December 31, 2017
|
||||||||||
|
Amount of Gain (Loss)
Recognized in OCI
(Effective Portion)
|
|
Amount of Gain
(Loss) Reclassified
from OCI to Interest
income
|
|
Amount of Gain (Loss)
Recognized in Other
Noninterest Income
(Ineffective Portion)
|
||||||
|
(In thousands)
|
||||||||||
|
|
|
|
|
|
||||||
Interest rate contract
|
$
|
(21
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Year Ended December 31, 2016
|
||||||||||
|
Amount of Gain
Recognized in OCI
(Effective Portion)
|
|
Amount of Gain
(Loss) Reclassified
from OCI to Interest
Income
|
|
Amount of Gain (Loss)
Recognized in Other
Noninterest Income
(Ineffective Portion)
|
||||||
|
(In thousands)
|
||||||||||
|
|
|
|
|
|
||||||
Interest rate contract
|
$
|
37
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Carrying Value
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
December 31, 2017
|
||||||||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government -
sponsored agencies
|
$
|
21,333
|
|
|
$
|
—
|
|
|
$
|
21,333
|
|
|
$
|
—
|
|
Obligations of state and
political subdivisions
|
3,165
|
|
|
—
|
|
|
3,165
|
|
|
—
|
|
||||
Mortgage-backed securities
|
63,834
|
|
|
—
|
|
|
63,834
|
|
|
—
|
|
||||
Asset-backed securities
|
6,698
|
|
|
—
|
|
|
6,698
|
|
|
—
|
|
||||
Corporate bonds
|
14,229
|
|
|
—
|
|
|
14,229
|
|
|
—
|
|
||||
Other equity investments
|
3,756
|
|
|
3,696
|
|
|
60
|
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
113,015
|
|
|
$
|
3,696
|
|
|
$
|
109,319
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest rate swap
|
$
|
29
|
|
|
$
|
—
|
|
|
$
|
29
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
Fair Value Measurements Using
|
||||||||||||
|
Carrying Value
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
December 31, 2016
|
||||||||||||||
|
(In thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Available-for-sale securities
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government -
sponsored agencies
|
$
|
17,445
|
|
|
$
|
—
|
|
|
$
|
17,445
|
|
|
$
|
—
|
|
Obligations of state and
political subdivisions
|
3,096
|
|
|
—
|
|
|
3,096
|
|
|
—
|
|
||||
Mortgage-backed securities
|
52,046
|
|
|
—
|
|
|
52,046
|
|
|
—
|
|
||||
Asset-backed securities
|
8,267
|
|
|
—
|
|
|
8,267
|
|
|
—
|
|
||||
Corporate bonds
|
14,037
|
|
|
—
|
|
|
14,037
|
|
|
—
|
|
||||
Other equity investments
|
3,692
|
|
|
3,632
|
|
|
60
|
|
|
—
|
|
||||
Total available-for-sale securities
|
$
|
98,583
|
|
|
$
|
3,632
|
|
|
$
|
94,951
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|||||||||||
|
Carrying Value
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
December 31, 2017
|
||||||||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impaired loans
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial:
|
|
|
|
|
|
|
|
||||||||
Secured by real estate
|
$
|
109
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
109
|
|
Commercial real estate
|
192
|
|
|
—
|
|
|
—
|
|
|
192
|
|
||||
Residential real estate
|
296
|
|
|
—
|
|
|
—
|
|
|
296
|
|
||||
Total Assets
|
$
|
597
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
597
|
|
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
|
|
|
|
||||||||
|
|
|
|
Fair Value Measurements Using
|
|||||||||||
|
Carrying Value
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
December 31, 2016
|
||||||||||||||
|
(In thousands)
|
||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Impaired loans
|
|
|
|
|
|
|
|
|
|
|
|
||||
Commercial real estate
|
$
|
528
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
528
|
|
Other real estate owned
|
401
|
|
|
—
|
|
|
—
|
|
|
401
|
|
||||
Total Assets
|
$
|
929
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
929
|
|
December 31, 2017
|
||||||||||
Assets
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Inputs
|
|
Range
|
||
(Dollars in thousands)
|
||||||||||
|
|
|
|
|
|
|
|
|
||
Impaired loans
|
|
$
|
597
|
|
|
Comparable real estate sales and / or the income approach.
|
|
Adjustments for differences between comparable sales and income data available.
|
|
5%
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
Estimated selling costs.
|
|
7%
|
||
|
|
|
|
|
|
|
|
|
December 31, 2016
|
||||||||||
Assets
|
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Inputs
|
|
Range
|
||
(Dollars in thousands)
|
||||||||||
Impaired loans
|
|
$
|
528
|
|
|
Comparable real estate sales and / or the income approach.
|
|
Adjustments for differences between comparable sales and income data available.
|
|
5%
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
Estimated selling costs.
|
|
7%
|
||
|
|
|
|
|
|
|
|
|
||
Other real estate owned
|
|
$
|
401
|
|
|
Comparable real estate sales and / or the income approach.
|
|
Adjustments for differences between comparable sales and income data available.
|
|
2%
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
Estimated selling costs.
|
|
7%
|
|
|
|
|
Fair Value Measurements Using
|
|||||||||||
|
Carrying Value
|
|
Quoted Prices in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
December 31, 2017
|
||||||||||||||
|
(In thousands)
|
||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
21,270
|
|
|
$
|
21,270
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities available-for-sale
|
113,015
|
|
|
3,696
|
|
|
109,319
|
|
|
—
|
|
||||
Securities held to maturity
|
52,442
|
|
|
—
|
|
|
51,551
|
|
|
—
|
|
||||
FHLB-NY stock
|
3,715
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
Mortgage loans held for sale
|
370
|
|
|
—
|
|
|
—
|
|
|
370
|
|
||||
Loans, net
|
702,561
|
|
|
—
|
|
|
—
|
|
|
714,387
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deposits
|
764,099
|
|
|
565,292
|
|
|
197,696
|
|
|
—
|
|
||||
FHLB-NY advances
|
63,760
|
|
|
—
|
|
|
63,340
|
|
|
—
|
|
||||
Subordinated Debentures and
Subordinated Notes
|
23,317
|
|
|
—
|
|
|
—
|
|
|
23,478
|
|
||||
Interest rate swap
|
29
|
|
|
—
|
|
|
29
|
|
|
—
|
|
|
|
|
|
Fair Value Measurements Using
|
|||||||||||
|
Carrying Value
|
|
Quoted Prices
in Active
Markets for
Identical Assets
(Level 1)
|
|
Significant
Other
Observable
Inputs
(Level 2)
|
|
Significant
Unobservable
Inputs
(Level 3)
|
||||||||
|
December 31, 2016
|
||||||||||||||
|
(In thousands)
|
||||||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Cash and cash equivalents
|
$
|
11,680
|
|
|
$
|
11,680
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Securities available-for-sale
|
98,583
|
|
|
3,632
|
|
|
94,951
|
|
|
—
|
|
||||
Securities held to maturity
|
52,330
|
|
|
—
|
|
|
51,530
|
|
|
—
|
|
||||
FHLB-NY stock
|
3,515
|
|
|
N/A
|
|
|
N/A
|
|
|
N/A
|
|
||||
Mortgage loans held for sale
|
773
|
|
|
—
|
|
|
—
|
|
|
773
|
|
||||
Loans, net
|
595,952
|
|
|
—
|
|
|
—
|
|
|
596,506
|
|
||||
|
|
|
|
|
|
|
|
||||||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deposits
|
658,930
|
|
|
503,949
|
|
|
154,724
|
|
|
—
|
|
||||
FHLB-NY advances
|
59,200
|
|
|
—
|
|
|
59,174
|
|
|
—
|
|
||||
Subordinated Debentures and
Subordinated Notes
|
23,252
|
|
|
—
|
|
|
—
|
|
|
23,230
|
|
|
December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
Assets
|
|
|
|
|
|||
|
|
|
|
||||
Cash and due from banks
|
$
|
378
|
|
|
$
|
264
|
|
Securities available-for-sale
|
3,911
|
|
|
1,926
|
|
||
Investment in subsidiary
|
91,689
|
|
|
71,564
|
|
||
Accrued interest receivable
|
21
|
|
|
10
|
|
||
Other assets
|
1,435
|
|
|
1,296
|
|
||
Total assets
|
$
|
97,434
|
|
|
$
|
75,060
|
|
|
|
|
|
||||
Liabilities and Shareholders' equity
|
|
|
|
|
|
||
|
|
|
|
||||
Subordinated Debentures
|
$
|
7,217
|
|
|
$
|
7,217
|
|
Subordinated Notes
|
16,100
|
|
|
16,035
|
|
||
Other liabilities
|
452
|
|
|
421
|
|
||
Shareholders' equity
|
73,665
|
|
|
51,387
|
|
||
Total liabilities and Shareholders' equity
|
$
|
97,434
|
|
|
$
|
75,060
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
|
|
|
|
||||
Interest income - securities available-for-sale
|
$
|
76
|
|
|
$
|
29
|
|
Dividend income
|
2,218
|
|
|
1,905
|
|
||
Other income
|
10
|
|
|
8
|
|
||
Total income
|
2,304
|
|
|
1,942
|
|
||
|
|
|
|
||||
Interest expense
|
1,492
|
|
|
1,505
|
|
||
Other expenses
|
354
|
|
|
290
|
|
||
Total expenses
|
1,846
|
|
|
1,795
|
|
||
|
|
|
|
||||
Income before income tax benefit
|
458
|
|
|
147
|
|
||
Tax benefit
|
(597
|
)
|
|
(596
|
)
|
||
Income before equity in undistributed earnings of subsidiary
|
1,055
|
|
|
743
|
|
||
Equity in undistributed earnings of subsidiary
|
2,892
|
|
|
3,993
|
|
||
Net income
|
$
|
3,947
|
|
|
$
|
4,736
|
|
|
Years Ended December 31,
|
||||||
|
2017
|
|
2016
|
||||
|
(In thousands)
|
||||||
|
|
|
|
||||
Cash flows from operating activities:
|
|
|
|
|
|
||
Net income
|
$
|
3,947
|
|
|
$
|
4,736
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
||
Equity in undistributed earnings of subsidiary
|
(2,892
|
)
|
|
(3,993
|
)
|
||
Amortization of Subordinated Notes issuance cost
|
65
|
|
|
66
|
|
||
Gain on calls of securities
|
(1
|
)
|
|
—
|
|
||
Increase in accrued interest receivable
|
(11
|
)
|
|
(8
|
)
|
||
Increase in other assets
|
(139
|
)
|
|
(197
|
)
|
||
Increase (decrease) in other liabilities
|
18
|
|
|
(9
|
)
|
||
Net cash provided by operating activities
|
987
|
|
|
595
|
|
||
|
|
|
|
||||
Cash flows from investing activities:
|
|
|
|
||||
Purchase of securities available-for-sale
|
(2,999
|
)
|
|
(4,498
|
)
|
||
Proceeds from calls on securities available-for-sale
|
500
|
|
|
3,500
|
|
||
Proceeds from maturities on securities available-for-sale
|
500
|
|
|
—
|
|
||
Investment in subsidiary bank
|
(16,800
|
)
|
|
—
|
|
||
Net cash used in investing activities
|
(18,799
|
)
|
|
(998
|
)
|
||
|
|
|
|
||||
Cash flows from financing activities:
|
|
|
|
|
|
||
Proceeds from issuance of common stock, net of costs
|
18,860
|
|
|
—
|
|
||
Cash dividends paid on common stock
|
(961
|
)
|
|
(672
|
)
|
||
Payment of discount on dividend reinvestment plan
|
(5
|
)
|
|
(4
|
)
|
||
Restricted stock-forfeited
|
(135
|
)
|
|
(82
|
)
|
||
Issuance of common stock
|
167
|
|
|
103
|
|
||
Net cash provided by (used in) financing activities
|
17,926
|
|
|
(655
|
)
|
||
|
|
|
|
||||
Net decrease in cash and cash equivalents
|
114
|
|
|
(1,058
|
)
|
||
Cash and cash equivalents - beginning
|
264
|
|
|
1,322
|
|
||
Cash and cash equivalents - ending
|
$
|
378
|
|
|
$
|
264
|
|
|
Years Ended
|
||||||||||||||||||||||
|
December 31, 2017
|
|
December 31, 2016
|
||||||||||||||||||||
|
Gross
|
|
Tax
Effect
|
|
Net
|
|
Gross
|
|
Tax
Effect
|
|
Net
|
||||||||||||
|
(In thousands)
|
||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Net income
|
$
|
8,723
|
|
|
$
|
(4,776
|
)
|
|
$
|
3,947
|
|
|
$
|
7,431
|
|
|
$
|
(2,695
|
)
|
|
$
|
4,736
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
Change in unrealized holding gains (losses) on securities available-for-sale
|
241
|
|
|
(91
|
)
|
|
150
|
|
|
(952
|
)
|
|
358
|
|
|
(594
|
)
|
||||||
Reclassification adjustment for gains in net income
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
|
(63
|
)
|
|
24
|
|
|
(39
|
)
|
||||||
Accretion of loss on securities reclassified to held to maturity
|
46
|
|
|
(18
|
)
|
|
28
|
|
|
196
|
|
|
(76
|
)
|
|
120
|
|
||||||
Change in fair value of
interest rate swap
|
(29
|
)
|
|
12
|
|
|
(17
|
)
|
|
62
|
|
|
(25
|
)
|
|
37
|
|
||||||
Total other comprehensive
income
|
257
|
|
|
(97
|
)
|
|
160
|
|
|
(757
|
)
|
|
281
|
|
|
(476
|
)
|
||||||
Total comprehensive income
|
$
|
8,980
|
|
|
$
|
(4,873
|
)
|
|
$
|
4,107
|
|
|
$
|
6,674
|
|
|
$
|
(2,414
|
)
|
|
$
|
4,260
|
|
|
Year Ended December 31, 2017
|
||||||||||||||
|
Components of
Accumulated Other Comprehensive Income
|
|
Total
|
||||||||||||
|
Unrealized Gains
and (Losses) on
Available-for-Sale
(AFS) Securities
|
|
Loss on Securities
Reclassified from
Available-for-Sale
to Held to Maturity
|
|
Unrealized
Gains and
(Losses) on
Derivatives
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
|
(In thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2016
|
$
|
(1,243
|
)
|
|
$
|
(78
|
)
|
|
$
|
—
|
|
|
$
|
(1,321
|
)
|
Other comprehensive income (loss) before reclassifications
|
150
|
|
|
28
|
|
|
(17
|
)
|
|
161
|
|
||||
Amounts reclassified from
other comprehensive income
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
(1
|
)
|
||||
Other comprehensive income, net
|
149
|
|
|
28
|
|
|
(17
|
)
|
|
160
|
|
||||
Reclassification of tax effects due to the adoption of ASU No. 2018-02
|
(209
|
)
|
|
(10
|
)
|
|
(4
|
)
|
|
(223
|
)
|
||||
Balance at December 31, 2017
|
$
|
(1,303
|
)
|
|
$
|
(60
|
)
|
|
$
|
(21
|
)
|
|
$
|
(1,384
|
)
|
|
Year Ended December 31, 2016
|
||||||||||||||
|
Components of
Accumulated Other Comprehensive Income
|
|
Total
|
||||||||||||
|
Unrealized Gains
and (Losses) on
Available-for-Sale
(AFS) Securities
|
|
Loss on Securities
Reclassified from
Available-for-Sale
to Held to Maturity
|
|
Unrealized
Gains and
(Losses) on
Derivatives
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
||||||||
|
(In thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
||||||||
Balance at December 31, 2015
|
$
|
(610
|
)
|
|
$
|
(198
|
)
|
|
$
|
(37
|
)
|
|
$
|
(845
|
)
|
Other comprehensive income (loss) before reclassifications
|
(594
|
)
|
|
120
|
|
|
37
|
|
|
(437
|
)
|
||||
Amounts reclassified from
other comprehensive income
|
(39
|
)
|
|
—
|
|
|
—
|
|
|
(39
|
)
|
||||
Other comprehensive income, net
|
(633
|
)
|
|
120
|
|
|
37
|
|
|
(476
|
)
|
||||
Balance at December 31, 2016
|
$
|
(1,243
|
)
|
|
$
|
(78
|
)
|
|
$
|
—
|
|
|
$
|
(1,321
|
)
|
|
|
Years Ended
|
|
|
||||||
Components of Accumulated Other
|
|
December 31,
|
|
Income Statement
|
||||||
Comprehensive Income (Loss)
|
|
2017
|
|
2016
|
|
Line Item
|
||||
|
|
(In thousands)
|
|
|
||||||
Unrealized gains on AFS securities
|
|
|
|
|
|
|
|
|
||
before tax
|
|
$
|
1
|
|
|
$
|
63
|
|
|
Gains on securities transactions, net
|
Tax effect
|
|
—
|
|
|
(24
|
)
|
|
|
||
Total, net of tax
|
|
1
|
|
|
39
|
|
|
|
||
Total reclassifications, net of tax
|
|
$
|
1
|
|
|
$
|
39
|
|
|
|
|
Year Ended December 31, 2017
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
7,424
|
|
|
$
|
7,943
|
|
|
$
|
8,400
|
|
|
$
|
8,463
|
|
|
$
|
32,230
|
|
Interest expense
|
1,244
|
|
|
1,409
|
|
|
1,577
|
|
|
1,628
|
|
|
5,858
|
|
|||||
Net interest income before provision for loan losses
|
6,180
|
|
|
6,534
|
|
|
6,823
|
|
|
6,835
|
|
|
26,372
|
|
|||||
Provision for loan losses
|
300
|
|
|
260
|
|
|
20
|
|
|
75
|
|
|
655
|
|
|||||
Net interest income after provision for loan losses
|
5,880
|
|
|
6,274
|
|
|
6,803
|
|
|
6,760
|
|
|
25,717
|
|
|||||
Noninterest income
|
799
|
|
|
813
|
|
|
845
|
|
|
850
|
|
|
3,307
|
|
|||||
Noninterest expenses
|
5,114
|
|
|
5,083
|
|
|
5,036
|
|
|
5,068
|
|
|
20,301
|
|
|||||
Income before income tax expense
|
1,565
|
|
|
2,004
|
|
|
2,612
|
|
|
2,542
|
|
|
8,723
|
|
|||||
Income tax expense
|
574
|
|
|
736
|
|
|
972
|
|
|
2,494
|
|
|
4,776
|
|
|||||
Net income
|
$
|
991
|
|
|
$
|
1,268
|
|
|
$
|
1,640
|
|
|
$
|
48
|
|
|
$
|
3,947
|
|
Basic and diluted earnings per share
|
$
|
0.16
|
|
|
$
|
0.16
|
|
|
$
|
0.19
|
|
|
$
|
0.01
|
|
|
$
|
0.50
|
|
|
Year Ended December 31, 2016
|
||||||||||||||||||
|
First
Quarter
|
|
Second
Quarter
|
|
Third
Quarter
|
|
Fourth
Quarter
|
|
Total
|
||||||||||
|
(In thousands, except per share amounts)
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
6,449
|
|
|
$
|
6,979
|
|
|
$
|
6,657
|
|
|
$
|
7,000
|
|
|
$
|
27,085
|
|
Interest expense
|
1,173
|
|
|
1,124
|
|
|
1,113
|
|
|
1,103
|
|
|
4,513
|
|
|||||
Net interest income before provision for loan losses
|
5,276
|
|
|
5,855
|
|
|
5,544
|
|
|
5,897
|
|
|
22,572
|
|
|||||
Provision for loan losses
|
(350
|
)
|
|
(450
|
)
|
|
(250
|
)
|
|
(300
|
)
|
|
(1,350
|
)
|
|||||
Net interest income after provision for loan losses
|
5,626
|
|
|
6,305
|
|
|
5,794
|
|
|
6,197
|
|
|
23,922
|
|
|||||
Noninterest income
|
819
|
|
|
832
|
|
|
823
|
|
|
937
|
|
|
3,411
|
|
|||||
Noninterest expenses
|
4,902
|
|
|
4,999
|
|
|
4,999
|
|
|
5,002
|
|
|
19,902
|
|
|||||
Income before income tax expense
|
1,543
|
|
|
2,138
|
|
|
1,618
|
|
|
2,132
|
|
|
7,431
|
|
|||||
Income tax expense
|
552
|
|
|
776
|
|
|
583
|
|
|
784
|
|
|
2,695
|
|
|||||
Net income
|
$
|
991
|
|
|
$
|
1,362
|
|
|
$
|
1,035
|
|
|
$
|
1,348
|
|
|
$
|
4,736
|
|
Basic and diluted earnings per share
|
$
|
0.16
|
|
|
$
|
0.22
|
|
|
$
|
0.17
|
|
|
$
|
0.22
|
|
|
$
|
0.78
|
|
(a)
|
Evaluation of internal controls and procedures
|
(b)
|
Management's Report on Internal Control over Financial Reporting
|
(c)
|
Changes in Internal Controls over Financial Reporting
|
|
Report of Independent Registered Public Accounting Firm for Fiscal Year 2017
|
|
|
|
|
|
|
|
Consolidated Statements of Financial Condition as of December 31, 2017 and 2016
|
|
|
|
|
|
|
|
Consolidated Statements of Income for the years ended December 31, 2017 and 2016
|
|
|
|
|
|
|
|
Consolidated Statements of Comprehensive Income for the years ended December 31, 2017 and 2016
|
|
|
|
|
|
|
|
Consolidated Statements of Changes in Shareholders’ Equity for the years ended December 31, 2017 and 2016
|
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows for the years ended December 31, 2017 and 2016
|
|
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
(1)
|
Incorporated by reference to Exhibit 3.1 to the Corporation’s Current Report on Form 8-K, filed May 18, 2017.
|
(2)
|
Incorporated by reference from Exhibit 3.1(i) to the Corporation’s Annual Report on Form 10-K, filed March 28, 2013.
|
(3)
|
Incorporated by reference to Exhibit 4.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on September 1, 2015.
|
(4)
|
Incorporated by reference from Exhibit 4(c) to the Corporation’s Registration Statement on Form S-8, Registration No. 333-20793, filed January 31, 1997.
|
(5)
|
Incorporated by reference from Exhibit 10(viii) to the Corporation’s Annual Report on Form 10-KSB, filed March 31, 1999.
|
(6)
|
Incorporated by reference from Exhibit 4.2 to the Corporation’s Registration Statement on Form S-3D, Registration No. 333-204352, filed May 21, 2015.
|
(7)
|
Incorporated by reference from Exhibit 10.1 to the Corporation’s Current Report on Form 8-K, filed May 19, 2010.
|
(8)
|
Incorporated by reference to Exhibit 10.1 to the Corporation’s Current Report on Form 8-K filed with the SEC on September 1, 2015.
|
(9)
|
Incorporated by reference from Exhibit 10.1 to the Corporation’s Quarterly Report on Form 10-Q, filed November 13, 2013.
|
(10)
|
Incorporated by reference from Exhibit 10.2 to the Corporation’s Quarterly Report on Form 10-Q, filed November 13, 2013.
|
(11)
|
Incorporated by reference from Exhibit 10.9 to the Corporation's Annual Report on Form 10-K, filed March 22, 2017.
|
(12)
|
Incorporated by reference from Exhibit 10.10 to the Corporation's Annual Report on Form 10-K, filed March 22, 2017.
|
(13)
|
Incorporated by reference from Exhibit 10.11 to the Corporation's Annual Report on Form 10-K, filed March 22, 2017.
|
(14)
|
Incorporated by reference from Exhibit 10.12 to the Corporation's Annual Report on Form 10-K, filed March 22, 2017.
|
(15)
|
This exhibit shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liability of that section, nor shall it be deemed incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, whether made before or after the date hereof and irrespective of any general incorporation language in any filing, except to the extent the Corporation specifically incorporates it by reference.
|
|
STEWARDSHIP FINANCIAL CORPORATION
|
|
|
|
|
|
By:
|
/s/ Paul Van Ostenbridge
|
|
|
Paul Van Ostenbridge
|
|
|
Chief Executive Officer and Director
|
|
Name
|
|
Title
|
|
Date
|
|
|
|
|
|
|
|
/s/ Paul Van Ostenbridge
|
|
Chief Executive Officer
|
|
March 23, 2018
|
|
Paul Van Ostenbridge
|
|
and Director
|
|
|
|
|
|
(Principal Executive Officer)
|
|
|
|
|
|
|
|
|
|
/s/ Claire M. Chadwick
|
|
Chief Financial Officer
|
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March 23, 2018
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Claire M. Chadwick
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(Principal Financial Officer and
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(Principal Accounting Officer)
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/s/ Wayne Aoki
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Director
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March 23, 2018
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Wayne Aoki
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/s/ Richard W. Culp
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Chairman
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March 23, 2018
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Richard W. Culp
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/s/ William Hanse
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Director
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March 23, 2018
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William Hanse
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/s/ Margo Lane
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Director
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March 23, 2018
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Margo Lane
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/s/ John C. Scoccola
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Director
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March 23, 2018
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John C. Scoccola
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/s/ John L. Steen
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Director
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March 23, 2018
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John L. Steen
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/s/ William J. Vander Eems
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Director
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March 23, 2018
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William J. Vander Eems
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/s/ Kim Vierheilig
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Director
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March 23, 2018
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Kim Vierheilig
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/s/ Michael Westra
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Secretary and Director
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March 23, 2018
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Michael Westra
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/s/ Howard Yeaton
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Vice Chairman
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March 23, 2018
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Howard Yeaton
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Distribution Event
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Amount of Benefit
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Form of Benefit
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Timing of Benefit Distribution
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Separation from Service following attainment of age 66
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$57,183 per year
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Equal monthly payments
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Payments begin: First day of the month following Separation from Service
Duration: 180 months
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Distribution Event
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Amount of Benefit
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Form of Benefit
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Timing of Benefit Distribution
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Voluntary or Involuntary Separation from Service prior to age 66
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100% of the Accrued Liability Balance, calculated as of date of Separation from Service
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Lump sum
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Payment begins: Within 90 days following Separation from Service
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Change in Control , followed by Involuntary Separation from Service within 2 years
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Table A Benefit
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Equal monthly payments
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Payments begin: First day of the month following Separation from Service
Duration: 180 months
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Termination of employment upon Disability
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Table A Benefit
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Equal monthly payments
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Payments begin: First day of the month following Separation from Service
Duration: 180 months
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Distribution Event
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Amount of Benefit
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Form of Benefit
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Timing of Benefit Distribution
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Death while actively employed by Bank or during installment payout of benefit under Table A or B
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100% of the Accrued Liability Balance, calculated as of date of death [
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Lump sum
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Payment (to Beneficiary): within 90 days following Executive’s death
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3.1
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“Accrued Liability Balance” shall mean the amount accrued by the Bank to fund the future benefit expense associated with this Agreement. The Bank shall account for this benefit using Generally Accepted Accounting Principles, regulatory accounting guidance of the Bank’s primary federal regulator, and other applicable accounting guidance, including APB 12, FAS 106, or FAS 87, whichever is appropriate. Accordingly, the Bank shall establish a liability retirement account for the Executive into which appropriate accruals shall be made using a reasonable discount rate, which may be adjusted from time to time.
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3.2
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“Board” shall mean the Board of Directors of the Bank, constituted from time to time.
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3.3
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“Change in Control” shall mean a change in ownership or control of the Bank as defined in Treasury Regulation §1.409A-3(i)(5) or any subsequently applicable published authority or guidance.
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3.4
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“Disability” shall mean Executive, while actively employed by the Bank: (i) is unable to engage in any substantial gainful activity by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months; or (ii) is, by reason of any medically determinable physical or mental impairment which can be expected to result in death or can be expected to last for a continuous period of not less than twelve (12) months, receiving income replacement benefits for a period of not less than three (3) months under an accident and health plan covering employees of the Bank. Medical determination of Disability may be made by either the Social Security Administration or by the provider of an accident or health plan covering employees of the Bank, provided that the definition of Disability applied under such Disability insurance program complies with the requirements of Section 409A. Upon the request of the Plan Administrator, the Executive must submit proof to the Plan Administrator of Social Security Administration’s or the provider’s determination.
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3.5
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“Involuntary Separation from Service” shall mean that the Bank notifies the Executive in writing that Executive’s employment with the Bank has been terminated by the Bank for reasons other than “Cause.”
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3.6
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“Separation from Service” shall mean that the Executive has retired or otherwise has a termination of employment with the Bank. For purposes of this Agreement, whether a termination of employment or service has occurred is determined based on whether the facts and circumstances indicate that the Bank and Executive reasonably anticipated that no further services would be performed after a certain date, or that the level of bona fide services the Executive would perform after such date (whether as an Executive or as an independent contractor) would permanently decrease to no more than twenty percent (20%) of the average level of bona fide services performed (whether as an Executive or an independent contractor) over the immediately preceding thirty-six (36) month period (or the full period of services to the Bank if the Executive has been providing services to the Bank less than 36 months). Facts and circumstances to be considered in making this determination include, but are not limited to, whether the Executive continues to be treated as an Executive for other purposes (such as continuation of salary and participation in Executive benefit programs), whether similarly situated service providers have been treated consistently, and whether the Executive is permitted, and realistically available, to perform services for other service recipients in the same line of business. An Executive will be presumed not to have separated from service where the level of bona fide services performed continues at a level that is fifty percent (50%) or more of the average level of service performed by the Executive during the immediately preceding thirty-six (36) month period. A Separation from Service will not be deemed to have occurred while the Executive is on military leave, sick leave, or other bona fide leave of absence, provided Executive has the right to reemployment under an applicable statute or by contract.
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3.7
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“Cause” shall mean:
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(a)
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Willful malfeasance or gross negligence in the performance of Executive’s duties; or
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(b)
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Conduct demonstrably and significantly harmful to the Bank or a financial institution subsidiary; or
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(c)
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Conviction of a felony.
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3.8
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“Voluntary Separation from Service” shall mean the Executive terminates his or her employment by the Bank after notifying the Bank in writing that Executive is resigning their position with the Bank.
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3.9
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“Year of Service” shall mean each completed 12-month period of time during which Executive is employed on a full-time basis with the Bank, commencing with the Executive’s first date of hire and each anniversary thereof and continuing through Separation from Service. The Board shall have discretion to grant a Year of Service for nonconsecutive Years of Service in its sole discretion.
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4.1
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Beneficiary
. Executive shall have the right to name a Beneficiary of the death benefit, if any, described in Article 1 herein. Executive shall have the right to name such Beneficiary at any time prior to Executive’s death and submit it to the Plan Administrator (or Plan Administrator’s representative) on the form provided. Once received and acknowledged by the Plan Administrator, the form shall be effective. The Executive may change a Beneficiary designation at any time by submitting a new form to the Plan Administrator. Any such change shall follow the same rules as for the original Beneficiary designation and shall automatically supersede the existing Beneficiary form on file with the Plan Administrator.
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4.2
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Failure to Designate a Beneficiary
. If Executive dies without a valid Beneficiary designation on file with the Plan Administrator, the Executive’s surviving spouse, if any, shall become the designated Beneficiary. If Executive has no surviving spouse, death benefits shall be paid to the personal representative of Executive’s estate.
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4.3
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Facility of Distribution
. If the Plan Administrator determines in its discretion that a benefit is to be paid to a minor, to a person declared incompetent, or to a person incapable of handling the disposition of that person’s property, the Plan Administrator may direct distribution of such benefit to the guardian, legal representative or person having the care or custody of such minor, incompetent person or incapable person. The Plan Administrator may require proof of incompetence, minority or guardianship as it may deem appropriate prior to distribution of the benefit. Any distribution of a benefit shall be a distribution for the account of the Executive and the Beneficiary, as the case may be, and shall be a complete discharge of any liability under the Agreement for such distribution amount.
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5.1
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Termination for Cause
. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if Executive’s employment is terminated for Cause.
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5.2
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Removal
. Notwithstanding any provision of this Agreement to the contrary, the Bank shall not distribute any benefit under this Agreement if the Executive is subject to a final removal or prohibition order issued by an appropriate federal banking agency pursuant to Section 8(e) of the Federal Deposit Insurance Act.
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6.1
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Plan Administrator
. The Bank, acting through the Board and authorized officers, shall be the Plan Administrator. The Bank may appoint a Committee (“Committee”) of one or more individuals in the employment of Bank for the purpose of discharging the administrative responsibilities of the Bank under the Plan. The Bank may remove a Committee member for any reason and may fill any vacancy created. The Committee shall represent the Bank in all matters concerning the administration of this Plan; provided however, the final authority for all administrative and operational decisions relating to the Plan remains with the Bank.
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6.2
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Authority of Plan Administrator
. The Plan Administrator shall have full power and authority to adopt rules and regulations for the administration of the Plan, provided they are not inconsistent with the provisions of this Plan, to interpret, alter, amend or revoke any rules and regulations so adopted, to enter into contracts on behalf of the Bank with respect to this Agreement, to make discretionary decisions under this Plan, to demand satisfactory proof of the occurrence of any event that is a condition precedent to the commencement of any payment or discharge of any obligation under the Plan, and to perform any and all administrative duties under this Plan.
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6.3
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Recusal
. An individual serving as Plan Administrator may be eligible to participate in the Plan, but such person shall not be entitled to participate in discretionary decisions under Articles 6 or 7 relating to such person’s own interests in the Plan.
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6.4
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Agents
. In the administration of this Agreement, the Plan Administrator may employ agents and delegate to them such administrative duties as it sees fit, (including acting through a duly appointed representative), and may from time to time consult with counsel who may be counsel to the Bank.
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6.5
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Binding Effect of Decisions
. The decision or action of the Plan Administrator with respect to any question arising out of or in connection with the administration, interpretation and application of the Agreement and the rules and regulations promulgated hereunder shall be final and conclusive and binding upon all persons having any interest in the Agreement.
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6.6
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Indemnification of Plan Administrator
. The Bank shall indemnify and hold harmless any party contracted for the purposes of assisting the Plan Administrator in performing its duties under this Agreement against any and all claims, losses, damages, expenses or liabilities arising from any action or failure to act with respect to this Agreement, except in the case of willful misconduct by such contracted party.
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6.7
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Bank Information
. To enable any party contracted for the purposes of assisting the Plan Administrator in performing its duties under this Agreement to perform its functions, the Bank shall supply full and timely information to such contracted party on all matters relating to the date and circumstances of any event triggering a benefit hereunder.
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7.1
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Claims Procedure
. An Executive or Beneficiary (“claimant”) who has not received benefits under the Agreement that he or she believes should be distributed shall make a claim for such benefits as follows:
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7.1.1
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Initiation – Written Claim
. The claimant initiates a claim by submitting to the Plan Administrator a written claim for the benefits.
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7.1.2
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Timing of Plan Administrator Response
. The Plan Administrator shall respond to such claimant within 90 days after receiving the claim. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 90 days by notifying the claimant in writing, prior to the end of the initial 90-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.
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7.1.3
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Notice of Decision
. If the Plan Administrator denies part or all of the claim, the Plan Administrator shall notify the claimant in writing of such denial. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
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(a)
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The specific reasons for the denial;
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(b)
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A reference to the specific provisions of the Agreement on which the denial is based;
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(c)
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A description of any additional information or material necessary for the claimant to perfect the claim and an explanation of why it is needed;
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(d)
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An explanation of the Agreement’s review procedures and the time limits applicable to such procedures; and
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(e)
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A statement of the claimant’s right to bring a civil action under ERISA Section 502(a) following an adverse benefit determination on review.
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7.2
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Review Procedure
. If the Plan Administrator denies part or all of the claim, the claimant shall have the opportunity for a full and fair review by the Plan Administrator of the denial, as follows:
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7.2.1
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Initiation – Written Request
. To initiate the review, the claimant, within 60 days after receiving the Plan Administrator’s notice of denial, must file with the Plan Administrator a written request for review.
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7.2.2
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Additional Submissions – Information Access
. The claimant shall then have the opportunity to submit written comments, documents, records and other information relating to the claim. The Plan Administrator shall also provide the claimant, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits.
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7.2.3
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Considerations on Review
. In considering the review, the Plan Administrator shall take into account all materials and information the claimant submits relating to the claim, without regard to whether such information was submitted or considered in the initial benefit determination.
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7.2.4
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Timing of Plan Administrator Response
. The Plan Administrator shall respond in writing to such claimant within 60 days after receiving the request for review. If the Plan Administrator determines that special circumstances require additional time for processing the claim, the Plan Administrator can extend the response period by an additional 60 days by notifying the claimant in writing, prior to the end of the initial 60-day period that an additional period is required. The notice of extension must set forth the special circumstances and the date by which the Plan Administrator expects to render its decision.
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7.2.5
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Notice of Decision
. The Plan Administrator shall notify the claimant in writing of its decision on review. The Plan Administrator shall write the notification in a manner calculated to be understood by the claimant. The notification shall set forth:
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(a)
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The specific reasons for the denial;
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(b)
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A reference to the specific provisions of the Agreement on which the denial is based;
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(c)
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A statement that the claimant is entitled to receive, upon request and free of charge, reasonable access to, and copies of, all documents, records and other information relevant (as defined in applicable ERISA regulations) to the claimant’s claim for benefits; and
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(d)
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A statement of the claimant’s right to bring a civil action under ERISA Section 502(a).
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8.1
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Amendment and Termination – in General
. This Agreement may be amended or terminated only by a written agreement signed by the Bank and the Executive. Notwithstanding anything in the previous sentence to the contrary, the Bank may amend this Agreement to conform to written directives to the Bank from its banking regulators.
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8.2
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Termination or Modification of Agreement by Reason of Change in the Law, Rules, or
Regulations.
The Bank is entering into this Agreement upon the assumption that certain existing tax laws. The Bank reserves the right to terminate or modify this Agreement if necessary to conform to any change in tax or other laws affecting the operation of or benefits under this Agreement or application of such laws in order to maintain the intended tax treatment of such benefits, or otherwise to respond to such change in law or application of law.
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8.3
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Subsequent Changes to Time and Form of Payment
. The Bank may permit a change by the Executive to the time and form of benefit distributions. Any such change shall be considered made only when it becomes irrevocable under the terms of the Agreement. Any change will be considered irrevocable not later than thirty (30) days following acceptance of the change by the Plan Administrator, subject to the following rules:
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(1)
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the subsequent deferral election may not take effect until at least twelve (12)
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(2)
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the payment (except in the case of death, disability, or unforeseeable emergency) upon which the subsequent deferral election is made is deferred for a period of not less than five (5) years from the date such payment would otherwise have been paid; and
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(3)
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in the case of a payment made at a specified time, the election must be made not less than twelve (12) months before the date the payment is scheduled to be paid.
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9.1
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Binding Effect
. This Agreement shall bind the Executive and the Bank, and their beneficiaries, survivors, executors, administrators and transferees.
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9.2
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No Guarantee of Employment
. This Agreement is not a contract for employment. It does not give the Executive the right to remain as an employee of the Bank, nor does it interfere with the Bank's right to discharge the Executive. It also does not require the Executive to remain an employee nor interfere with the Executive's right to terminate employment at any time.
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9.3
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Non-Transferability
. Benefits under this Agreement cannot be sold, transferred, assigned, pledged, attached or encumbered in any manner.
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9.4
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Tax Withholding
. The Bank shall withhold any taxes that are required to be withheld from the benefits provided under this Agreement. The Executive acknowledges that the Bank’s sole liability regarding taxes is to forward any amounts withheld to the appropriate taxing authority(ies).
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9.5
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Applicable Law
. The Agreement and all rights hereunder shall be governed by the laws of the State of New Jersey, except to the extent preempted by the laws of the United States of America.
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9.6
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Unfunded Arrangement
. The Executive is a general unsecured creditor of the Bank for the distribution of benefits under this Agreement. The benefits represent the mere promise by the Bank to distribute such benefits. The rights to benefits are not subject in any manner to anticipation, alienation, sale, transfer, assignment, pledge, encumbrance, attachment, or garnishment by creditors. Any insurance on the Executive's life or other informal funding asset is a general asset of the Bank to which the Executive has no preferred or secured claim.
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9.7
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Reorganization
. The Bank shall not merge or consolidate into or with another bank, or reorganize, or sell substantially all of its assets to another bank, firm, or person unless such succeeding or continuing bank, firm, or person agrees to assume and discharge the obligations of the Bank under this Agreement. Upon the occurrence of such event, the term “Bank” as used in this Agreement shall be deemed to refer to the successor or survivor bank.
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9.8
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Entire Agreement
. This Agreement constitutes the entire agreement between the Bank and the Executive as to the subject matter hereof. No rights are granted to the Executive by virtue of this Agreement other than those specifically set forth herein.
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9.9
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Interpretation
. Wherever the fulfillment of the intent and purpose of this Agreement requires, and the context will permit, the use of the masculine gender includes the feminine and use of the singular includes the plural.
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9.10
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Alternative Action
. In the event it shall become impossible for the Bank or the Plan Administrator to perform any act required by this Agreement, the Bank or Plan Administrator may in its discretion perform such alternative act as most nearly carries out the intent and purpose of this Agreement and is in the best interests of the Bank.
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9.11
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Headings
. Article and section headings are for convenient reference only and shall not control or affect the meaning or construction of any of its provisions.
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9.12
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Validity
. In case any provision of this Agreement shall be illegal or invalid for any reason, said illegality or invalidity shall not affect the remaining parts hereof, but this Agreement shall be construed and enforced as if such illegal and invalid provision has never been inserted herein.
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9.13
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Notice
. Any notice or filing required or permitted to be given to the Bank or Plan Administrator under this Agreement shall be sufficient if in writing and hand-delivered, or sent by registered or certified mail, to the address below:
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9.14
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Opportunity to Consult with Independent Advisors
. The Executive acknowledges that he has been afforded the opportunity to consult with independent advisors of his choosing including, without limitation, accountants or tax advisors and counsel regarding both the benefits granted to him under the terms of this Agreement and the (i) terms and conditions which may affect the Executive's right to these benefits, and (ii) personal tax effects of such benefits including, without limitation, the effects of any federal or state taxes, Section 280G of the Code, Section 409A of the Code, and any other taxes, costs, expenses or liabilities whatsoever related to such benefits, which in any of the foregoing instances the Executive acknowledges and agrees shall be the sole responsibility of the Executive notwithstanding any other term or provision of this Agreement. The Executive further acknowledges and agrees that the Bank shall have no liability whatsoever related to any such personal tax effects or other personal costs, expenses, or liabilities applicable to the Executive and further specifically waives any right for himself or herself, and his or her heirs, beneficiaries, legal representatives, agents, successor and assign to claim or assert liability on the part of the Bank related to the matters described above in this Section 9.14. The Executive further acknowledges that he has read, understands and consents to all of the
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9.15
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Restriction on Timing of Distribution
. Solely to the extent necessary to avoid penalties under Section 409A, distributions under this Agreement may not commence earlier than six (6) months after a Separation from Service (as described under the “Separation from Service” provision herein) if, pursuant to Internal Revenue Code Section 409A, the participant hereto is considered a “specified employee” of a publicly-traded company. In the event a distribution is delayed pursuant to this Section, the originally scheduled distribution shall be delayed for six (6) months, and shall commence instead on the first day of the seventh month following Separation from Service. If payments are scheduled to be made in installments, the first six (6) months of installment payments shall be delayed, aggregated, and paid instead on the first day of the seventh month, after which all installment payments shall be made on their regular schedule. If payment is scheduled to be made in a lump sum, the lump sum payment shall be delayed for six (6) months and instead be made on the first day of the seventh month
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9.16
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Certain Accelerated Payments
. The Bank may make any accelerated distribution permissible under Treasury Regulation 1.409A-3(j)(4), provided that such distribution(s) meets the requirements of Section 1.409A-3(j)(4), or as otherwise permitted under Section 409A.
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9.17
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Nonwaiver
. The failure of either party to enforce at any time or for any period of time any one or more of the terms or conditions of this Agreement shall not be a waiver of such term(s) or condition(s) or of that party’s right thereafter to enforce each and every term and condition of this Agreement.
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Primary:
_______________________________________________________________
Name Relationship
__________________________________________________________________
Name Relationship
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______ %
______ %
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Contingent:
_______________________________________________________________
Name Relationship
__________________________________________________________________
Name Relationship
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______ %
______ %
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•
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Please PRINT CLEARLY or TYPE the names of the beneficiaries.
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•
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To name a trust as Beneficiary, please provide the name of the trustee(s) and the
exact
name and date of the trust agreement.
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•
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To name your estate as Beneficiary, please write “Estate of
_[your name]_
”.
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•
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Be aware that none of the contingent beneficiaries will receive anything unless ALL of the primary beneficiaries predecease you.
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Parent
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Subsidiary
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Percentage
of Ownership
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State
of Incorporation or Organization
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Stewardship Financial Corporation
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Atlantic Stewardship Bank
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100%
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New Jersey
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Stewardship Financial Corporation
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Stewardship Statutory Trust I
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100%
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Delaware
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Atlantic Stewardship Bank
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Stewardship Investment Corporation
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100%
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New Jersey
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Atlantic Stewardship Bank
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Stewardship Realty, LLC
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100%
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New Jersey
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Atlantic Stewardship Bank
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Atlantic Stewardship Insurance Co., LLC
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100%
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New Jersey
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Atlantic Stewardship Bank
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First Presidential Properties LLC
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100%
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New Jersey
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Atlantic Stewardship Bank
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Valley View Properties I LLC
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100%
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New Jersey
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Atlantic Stewardship Bank
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Triangle Corners LLC
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100%
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New Jersey
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Atlantic Stewardship Bank
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Blue Meadow LLC
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100%
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New Jersey
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Atlantic Stewardship Bank
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Haledon Park LLC
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100%
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New Jersey
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Atlantic Stewardship Bank
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Sparrow Holdings LLC
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100%
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New Jersey
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Atlantic Stewardship Bank
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Elsie Properties LLC
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100%
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New Jersey
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Atlantic Stewardship Bank
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Foundation Realty LLC
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100%
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New Jersey
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1.
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I have reviewed this Annual Report on Form 10-K of Stewardship Financial Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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1.
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I have reviewed this Annual Report on Form 10-K of Stewardship Financial Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant's other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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5.
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The registrant's other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of the registrant's board of directors (or persons performing the equivalent functions):
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(1)
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the Annual Report on Form 10-K of the Corporation for the year ended December 31, 2016 (the “Report”) fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. 78m or 78o(d)); and
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(2)
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the information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Corporation.
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Dated: March 23, 2018
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/s/ Paul Van Ostenbridge
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Paul Van Ostenbridge
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President and Chief Executive Officer
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Dated: March 23, 2018
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/s/ Claire M. Chadwick
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Claire M. Chadwick
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Executive Vice President and
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Chief Financial Officer
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