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Share Name | Share Symbol | Market | Type |
---|---|---|---|
SB One Bancorp | NASDAQ:SBBX | NASDAQ | Common Stock |
Price Change | % Change | Share Price | Bid Price | Offer Price | High Price | Low Price | Open Price | Shares Traded | Last Trade | |
---|---|---|---|---|---|---|---|---|---|---|
0.00 | 0.00% | 18.51 | 17.50 | 18.58 | 0 | 01:00:00 |
☒
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
☐
|
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
New Jersey
|
|
22-3475473
|
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.)
|
100 Enterprise Drive, Suite 700
Rockaway, New Jersey 07866
|
(Address of principal executive offices) (Zip Code)
|
(844) 256-7328
|
(Registrant’s telephone number, including area code)
|
Title of each class
|
|
Name of exchange on which registered
|
Common Stock, no par value
|
|
The NASDAQ Stock Market LLC
|
Large accelerated filer ☐
|
Accelerated filer
x
|
Non-accelerated filer ☐
(Do not check if a smaller reporting company
)
|
Smaller reporting company
x
|
Emerging growth company ☐
|
INDEX
|
||
|
||
|
||
|
||
|
||
FORM 10-K SUMMARY
|
•
|
changes to interest rates, the ability to control costs and expenses;
|
•
|
our ability to integrate new technology into our operations;
|
•
|
general economic conditions;
|
•
|
the success of our efforts to diversify our revenue base by developing additional sources of non-interest income while continuing to manage our existing fee based business;
|
•
|
the impact on us of the changing statutory and regulatory requirements; and
|
•
|
the risks inherent in commencing operations in new markets.
|
ITEM 1.
|
BUSINESS
|
•
|
4.5% CET1 to risk-weighted assets;
|
•
|
6.0% Tier 1 capital (CET1 plus Additional Tier 1 capital) to risk-weighted assets;
|
•
|
8.0% Total capital (Tier 1 capital plus Tier 2 capital) to risk-weighted assets; and
|
•
|
4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (the “leverage ratio”).
|
ITEM 1A.
|
RISK FACTORS
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
Augusta, New Jersey
|
|
2000
|
|
Owned
|
|
|
|
|
|
33 Main Street
|
|
|
|
|
Sparta, New Jersey
|
|
2001
|
|
Owned
|
|
|
|
|
|
100 Enterprise Drive, Suite 700
|
|
|
|
|
Rockaway, New Jersey
|
|
2014
|
|
Leased
|
|
|
|
|
|
430 Schooley's Mtn. Road
|
|
|
|
|
Hackettstown, New Jersey
|
|
2014
|
|
Leased
|
|
|
|
|
|
296 Kinderkamack Road
|
|
|
|
|
Oradell, New Jersey
|
|
2016
|
|
Leased
|
|
|
|
|
|
(1).
|
We own the building housing our former Wantage branch. The land on which the building is located is leased pursuant to a ground lease which runs until December 31, 2020, and contains the sole option of the bank to extend the lease for an additional 25 year term.
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURES
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
(1)
|
The weighted average number of shares outstanding was computed based on the average number of shares outstanding during each period as adjusted for subsequent stock dividends.
|
(2)
|
Cash dividends per common share are based on the actual number of common shares outstanding on the dates of record as adjusted for subsequent stock dividends, if any.
|
(3)
|
Efficiency ratio is total other expenses divided by net interest income and total other income.
|
(4)
|
Bank capital ratios.
|
(5)
|
NPAs include non-accrual loans, loans past due 90 days and still accruing, troubled debt restructured loans still accruing and foreclosed real estate.
|
(6)
|
Non-performing loans include non-accrual loans, loans past due 90 days and still accruing and troubled debt restructured loans still accruing.
|
ITEM 7
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
•
|
Non-residential transactions when the transaction value exceeds $250,000.
|
•
|
Loan transactions in which real estate is used as the primary security for the loan, regardless of the type of loan (commercial, installment or mortgage), including:
|
◦
|
New loans, loan modifications, loan extensions and renewals, provided that certain conditions are met.
|
◦
|
The purchase, sale, exchange or investment in real property or an interest in real property where the “transaction value” of the real property interest exceeds $250,000.
|
◦
|
The long-term lease of real estate, which is the economic equivalent of a purchase or sale where the “transaction value” of the real property interest exceeds $250,000.
|
◦
|
Purchase of a loan or pool of loans, or participation therein, or of an interest in real property, providing that any individual loan or property interest exceeds $250,000, and further provided that a satisfactory appraisal of the property relating to that loan or interest has not been made available to the Bank by another party to the transaction.
|
•
|
New loans, loan modifications, loan extensions and renewals with real property interest value of $250,000 or less.
|
•
|
Purchase, sale, exchange, long-term lease or investment in real property where the “transaction value” of the real property interest does not exceed $250,000.
|
•
|
Renewal or extension of an existing loan in excess of $250,000 provided that certain conditions are met.
|
•
|
Purchase of a loan or pool of loans, or participation therein, or of an interest in real property where a satisfactory appraisal of the property relating to that loan or interest has been made available to the Bank by another federally insured depository institution that is subject to Title XI of Financial Institutions Reform Recovery and Enforcement Act of 1989.
|
Level 1
:
|
Unadjusted quoted prices in active markets that are accessible at the measurement date for identical, unrestricted assets or liabilities.
|
|
|
Level 2:
|
Quoted prices in markets that are not active, or inputs that are observable either directly or indirectly, for substantially the full term of the asset or liability. Level 2 includes debt securities with quoted prices that are traded less frequently then exchange-traded instruments. Valuation techniques include matrix pricing which is a mathematical technique used widely in the industry to value debt securities without relying exclusively on quoted market prices for the specific securities but rather by relying on the securities’ relationship to other benchmark quoted prices.
|
|
|
Level 3:
|
Prices or valuation techniques that require inputs that are both significant to the fair value measurement and unobservable (i.e., supported with little or no market activity).
|
|
December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
U.S. government agencies
|
$
|
24,794
|
|
|
$
|
18,861
|
|
|
$
|
13,087
|
|
U.S. government sponsored agencies
|
20,362
|
|
|
6,061
|
|
|
—
|
|
|||
State and political subdivisions
|
60,362
|
|
|
41,234
|
|
|
40,688
|
|
|||
Mortgage-backed securities
|
|
|
|
|
|
||||||
U.S. government-sponsored enterprises
|
73,613
|
|
|
30,544
|
|
|
32,854
|
|
|||
Corporate debt
|
3,008
|
|
|
2,030
|
|
|
1,982
|
|
|||
Total available for sale
|
$
|
182,139
|
|
|
$
|
98,730
|
|
|
$
|
88,611
|
|
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
State and political subdivisions
|
$
|
4,078
|
|
|
$
|
5,304
|
|
|
$
|
11,618
|
|
Total held to maturity securities
|
$
|
4,078
|
|
|
$
|
5,304
|
|
|
$
|
11,618
|
|
|
Due under 1 Year
|
|
Due 1-5 Years
|
|
Due 5-10 Years
|
|
Due over 10 Years
|
|||||||||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|||||||||||||
Available for sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
U.S. Government agencies
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
11,395
|
|
|
2.90
|
%
|
|
$
|
13,766
|
|
|
2.92
|
%
|
|
U.S. Government sponsored agencies
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
20,404
|
|
|
2.63
|
%
|
|||||
State and political subdivisions
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
3,802
|
|
3.04
|
|
3.08
|
%
|
|
56,655
|
|
|
2.87
|
%
|
||||
Mortgage-backed securities -
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
U.S. government-sponsored enterprises
|
—
|
|
|
—
|
%
|
|
7,500
|
|
|
2.40
|
%
|
|
17,264
|
|
|
2.80
|
%
|
|
49,906
|
|
|
3.06
|
%
|
|||||
Corporate debt
|
—
|
|
|
—
|
%
|
|
—
|
|
|
—
|
%
|
|
3,000
|
|
|
5.42
|
%
|
|
—
|
|
|
—
|
%
|
|||||
Total Available for Sale
|
$
|
—
|
|
|
—
|
%
|
|
$
|
7,500
|
|
|
2.40
|
%
|
|
$
|
35,461
|
|
|
3.08
|
%
|
|
$
|
140,731
|
|
|
2.91
|
%
|
|
Due under 1 Year
|
|
Due 1-5 Years
|
|
Due 5-10 Years
|
|
Due over 10 Years
|
||||||||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
|
Amount
|
|
Yield
|
||||||||||||
Held to maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
State and political subdivisions
|
$
|
1,279
|
|
|
2.62
|
%
|
|
$
|
251
|
|
|
2.00
|
%
|
|
$
|
2,548
|
|
|
3.12
|
%
|
|
$
|
—
|
|
|
—
|
%
|
Total held to maturity
|
$
|
1,279
|
|
|
2.62
|
%
|
|
$
|
251
|
|
|
2.00
|
%
|
|
$
|
2,548
|
|
|
3.12
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Commercial and industrial
|
$
|
81,709
|
|
|
$
|
54,759
|
|
|
$
|
40,280
|
|
|
$
|
20,023
|
|
|
$
|
20,549
|
|
Construction
|
142,321
|
|
|
42,484
|
|
|
25,360
|
|
|
13,348
|
|
|
12,379
|
|
|||||
Commercial real estate
|
878,449
|
|
|
551,445
|
|
|
479,227
|
|
|
382,262
|
|
|
326,370
|
|
|||||
Residential real estate
|
370,955
|
|
|
171,844
|
|
|
150,237
|
|
|
127,204
|
|
|
111,498
|
|
|||||
Consumer and other loans
|
2,393
|
|
|
1,130
|
|
|
1,038
|
|
|
1,253
|
|
|
1,665
|
|
|||||
Total gross loans
|
$
|
1,475,827
|
|
|
$
|
821,662
|
|
|
$
|
696,142
|
|
|
$
|
544,090
|
|
|
$
|
472,461
|
|
|
December 31, 2018
|
||||||||||
(Dollars in thousands)
|
Due Under
1 Year
|
|
Due 1-5
Years
|
|
Due Over
5 Years
|
||||||
Commercial and industrial
|
$
|
35,723
|
|
|
$
|
19,396
|
|
|
$
|
26,590
|
|
Construction
|
117,459
|
|
|
14,325
|
|
|
10,537
|
|
|||
Commercial real estate
|
34,880
|
|
|
47,949
|
|
|
795,620
|
|
|||
Residential real estate
|
7,007
|
|
|
10,437
|
|
|
353,511
|
|
|||
Consumer and other
|
597
|
|
|
488
|
|
|
1,308
|
|
|||
Total loans
|
$
|
195,666
|
|
|
$
|
92,595
|
|
|
$
|
1,187,566
|
|
Interest rates:
|
|
|
|
|
|
||||||
Fixed or predetermined
|
$
|
174,101
|
|
|
$
|
62,234
|
|
|
$
|
268,333
|
|
Floating or adjustable
|
21,565
|
|
|
30,361
|
|
|
919,233
|
|
|||
Total loans
|
$
|
195,666
|
|
|
$
|
92,595
|
|
|
$
|
1,187,566
|
|
|
December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Non-accrual loans:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
372
|
|
|
$
|
20
|
|
|
$
|
33
|
|
|
$
|
20
|
|
|
$
|
94
|
|
Construction
|
—
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate
|
15,760
|
|
|
4,313
|
|
|
4,048
|
|
|
4,016
|
|
|
3,936
|
|
|||||
Residential real estate
|
4,572
|
|
|
1,582
|
|
|
1,752
|
|
|
1,138
|
|
|
1,893
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
138
|
|
|
1
|
|
|||||
Total nonaccrual loans
|
20,704
|
|
|
6,020
|
|
|
5,833
|
|
|
5,312
|
|
|
5,924
|
|
|||||
Loans past due 90 days and still accruing
|
—
|
|
|
—
|
|
|
468
|
|
|
—
|
|
|
85
|
|
|||||
Troubled debt restructured loans still accruing
|
906
|
|
|
932
|
|
|
679
|
|
|
1,553
|
|
|
1,590
|
|
|||||
Total non-performing loans
|
21,610
|
|
|
6,952
|
|
|
6,980
|
|
|
6,865
|
|
|
7,599
|
|
|||||
Foreclosed real estate
|
4,149
|
|
|
2,275
|
|
|
2,367
|
|
|
3,354
|
|
|
4,449
|
|
|||||
Total non-performing assets
|
$
|
25,759
|
|
|
$
|
9,227
|
|
|
$
|
9,347
|
|
|
$
|
10,219
|
|
|
$
|
12,048
|
|
Non-accrual loans to total loans
|
1.40
|
%
|
|
0.73
|
%
|
|
0.84
|
%
|
|
0.98
|
%
|
|
1.26
|
%
|
|||||
Non-performing assets to total assets
|
1.43
|
%
|
|
0.94
|
%
|
|
1.10
|
%
|
|
1.49
|
%
|
|
2.02
|
%
|
|||||
Interest income received on nonaccrual loans
|
$
|
790
|
|
|
$
|
157
|
|
|
$
|
165
|
|
|
$
|
138
|
|
|
$
|
138
|
|
Interest income that would have been recorded under the original terms of the loans
|
$
|
866
|
|
|
$
|
210
|
|
|
$
|
213
|
|
|
$
|
264
|
|
|
$
|
301
|
|
|
Year Ended December 31,
|
||||||||||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|
2015
|
|
2014
|
||||||||||
Balance at beginning of year
|
$
|
7,335
|
|
|
$
|
6,696
|
|
|
$
|
5,590
|
|
|
$
|
5,641
|
|
|
$
|
5,421
|
|
Provision charged to operating expenses
|
1,437
|
|
|
1,586
|
|
|
1,291
|
|
|
636
|
|
|
1,537
|
|
|||||
Recoveries of loans previously charged-off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
3
|
|
|
2
|
|
|
268
|
|
|
17
|
|
|
17
|
|
|||||
Commercial real estate
|
17
|
|
|
7
|
|
|
37
|
|
|
41
|
|
|
39
|
|
|||||
Residential real estate
|
91
|
|
|
10
|
|
|
21
|
|
|
17
|
|
|
4
|
|
|||||
Consumer and other
|
20
|
|
|
7
|
|
|
7
|
|
|
7
|
|
|
10
|
|
|||||
Total recoveries
|
131
|
|
|
26
|
|
|
333
|
|
|
82
|
|
|
70
|
|
|||||
Loans charged-off:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
11
|
|
|
13
|
|
|
227
|
|
|
19
|
|
|
1
|
|
|||||
Commercial real estate
|
26
|
|
|
874
|
|
|
187
|
|
|
560
|
|
|
1,168
|
|
|||||
Residential real estate
|
22
|
|
|
49
|
|
|
67
|
|
|
165
|
|
|
181
|
|
|||||
Consumer and other
|
69
|
|
|
37
|
|
|
37
|
|
|
25
|
|
|
37
|
|
|||||
Total charge-offs
|
128
|
|
|
973
|
|
|
518
|
|
|
769
|
|
|
1,387
|
|
|||||
Net charge-offs
|
(3
|
)
|
|
947
|
|
|
185
|
|
|
687
|
|
|
1,317
|
|
|||||
Balance at end of year
|
$
|
8,775
|
|
|
$
|
7,335
|
|
|
$
|
6,696
|
|
|
$
|
5,590
|
|
|
$
|
5,641
|
|
Net charge-offs to average loans outstanding
|
—
|
%
|
|
0.13
|
%
|
|
0.03
|
%
|
|
0.14
|
%
|
|
0.33
|
%
|
|||||
Allowance for loan losses total loans at year-end
|
0.60
|
%
|
|
0.89
|
%
|
|
0.96
|
%
|
|
1.03
|
%
|
|
1.20
|
%
|
|
Allowance for Loans Losses at December 31,
|
|||||||||||||||||||
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||
(Dollars in thousands)
|
Amount
|
|
Percent
of Loans
in Each
Category
to Total
|
|
Amount
|
|
Percent
of Loans in Each Category to Total |
|
Amount
|
|
Percent
of Loans in Each Category to Total |
|||||||||
Commercial and industrial
|
$
|
603
|
|
|
6.6
|
%
|
|
$
|
208
|
|
|
6.7
|
%
|
|
$
|
110
|
|
|
5.8
|
%
|
Construction
|
663
|
|
|
6.9
|
%
|
|
336
|
|
|
5.2
|
%
|
|
359
|
|
|
3.6
|
%
|
|||
Commercial real estate
|
5,575
|
|
|
66.2
|
%
|
|
5,185
|
|
|
67.1
|
%
|
|
3,932
|
|
|
68.9
|
%
|
|||
Residential real estate
|
1,371
|
|
|
20.2
|
%
|
|
1,032
|
|
|
20.9
|
%
|
|
899
|
|
|
21.6
|
%
|
|||
Consumer and other loans
|
23
|
|
|
0.1
|
%
|
|
26
|
|
|
0.1
|
%
|
|
19
|
|
|
0.1
|
%
|
|||
Unallocated
|
540
|
|
|
—
|
|
|
548
|
|
|
—
|
|
|
1,377
|
|
|
—
|
|
|||
Total
|
$
|
8,775
|
|
|
100.0
|
%
|
|
$
|
7,335
|
|
|
100.0
|
%
|
|
$
|
6,696
|
|
|
100.0
|
%
|
|
Allowance for Loans Losses at December 31,
|
||||||||||||
|
2015
|
|
2014
|
||||||||||
(Dollars in thousands)
|
Amount
|
|
Percent
of Loans in Each Category to Total |
|
Amount
|
|
Percent
of Loans in Each Category to Total |
||||||
Commercial and industrial
|
$
|
85
|
|
|
3.7
|
%
|
|
$
|
231
|
|
|
4.3
|
%
|
Construction
|
220
|
|
|
2.5
|
%
|
|
383
|
|
|
2.6
|
%
|
||
Commercial real estate
|
3,646
|
|
|
70.2
|
%
|
|
3,491
|
|
|
69.1
|
%
|
||
Residential real estate
|
784
|
|
|
23.4
|
%
|
|
903
|
|
|
23.6
|
%
|
||
Consumer and other loans
|
87
|
|
|
0.2
|
%
|
|
19
|
|
|
0.4
|
%
|
||
Unallocated
|
768
|
|
|
—
|
|
|
614
|
|
|
—
|
|
||
Total
|
$
|
5,590
|
|
|
100.0
|
%
|
|
$
|
5,641
|
|
|
100.0
|
%
|
|
Year Ended December 31,
|
|||||||||||||||||||
|
2018 Average
|
|
2017 Average
|
|
2016 Average
|
|||||||||||||||
(Dollars in thousands)
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|
Balance
|
|
Rate
|
|||||||||
Demand, non-interest bearing
|
$
|
223,984
|
|
|
—
|
%
|
|
$
|
139,611
|
|
|
—
|
%
|
|
$
|
117,927
|
|
|
—
|
%
|
NOW
|
257,314
|
|
|
0.59
|
%
|
|
183,457
|
|
|
0.32
|
%
|
|
145,659
|
|
|
0.21
|
%
|
|||
Money market
|
124,973
|
|
|
1.56
|
%
|
|
93,505
|
|
|
0.90
|
%
|
|
37,046
|
|
|
0.40
|
%
|
|||
Savings
|
216,275
|
|
|
0.38
|
%
|
|
137,120
|
|
|
0.21
|
%
|
|
137,696
|
|
|
0.21
|
%
|
|||
Time
|
270,807
|
|
|
1.40
|
%
|
|
171,163
|
|
|
1.09
|
%
|
|
162,864
|
|
|
1.05
|
%
|
|||
Total deposits
|
$
|
1,093,353
|
|
|
0.74
|
%
|
|
$
|
724,856
|
|
|
0.49
|
%
|
|
$
|
601,192
|
|
|
0.41
|
%
|
|
Year Ended December 31,
|
||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
||||||
Average daily amount of short-term borrowings outstanding during the period
|
$
|
123,073
|
|
|
$
|
19,713
|
|
|
$
|
27,304
|
|
Weighted average interest rate on average daily short-term borrowings
|
2.19
|
%
|
|
1.21
|
%
|
|
0.63
|
%
|
|||
Maximum short-term borrowings outstanding at any month-end
|
$
|
175,295
|
|
|
$
|
60,696
|
|
|
$
|
62,535
|
|
Short-term borrowings outstanding at period end
|
$
|
175,295
|
|
|
$
|
55,350
|
|
|
$
|
29,805
|
|
Weighted average interest rate on short-term borrowings at period end
|
2.66
|
%
|
|
1.58
|
%
|
|
0.79
|
%
|
•
|
net interest income, or the difference between interest income earned on loans and investments and interest expense paid on deposits and borrowed funds;
|
•
|
provision for loan losses, or the amount added to the allowance for loan losses to provide reserves for inherent losses on loans;
|
•
|
non-interest income, which is made up primarily of certain loan and deposit fees, insurance commissions and gains and losses from sales of securities or other transactions;
|
•
|
non-interest expense, which consists primarily of salaries, employee benefits, credit collection and write-off costs, merger-related expenses and other operating expenses; and
|
•
|
income taxes.
|
|
Year Ended December 31,
|
|||||||||||||||||||||||||||||||
(Dollars in thousands)
|
2018
|
|
2017
|
|
2016
|
|||||||||||||||||||||||||||
|
Average
|
|
|
|
Average
|
|
Average
|
|
|
|
Average
|
|
Average
|
|
|
|
Average
|
|||||||||||||||
Earning Assets:
|
Balance
|
|
Interest
|
|
Rate (2)
|
|
Balance
|
|
Interest
|
|
Rate (2)
|
|
Balance
|
|
Interest
|
|
Rate (2)
|
|||||||||||||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Tax exempt
(3)
|
$
|
61,673
|
|
|
$
|
2,632
|
|
|
4.27
|
%
|
|
$
|
46,449
|
|
|
$
|
1,918
|
|
|
4.13
|
%
|
|
$
|
32,359
|
|
|
$
|
1,247
|
|
|
3.85
|
%
|
Taxable
|
126,104
|
|
|
3,507
|
|
|
2.78
|
%
|
|
64,636
|
|
|
1,437
|
|
|
2.22
|
%
|
|
69,225
|
|
|
1,443
|
|
|
2.08
|
%
|
||||||
Total securities
|
187,777
|
|
|
6,139
|
|
|
3.27
|
%
|
|
111,085
|
|
|
3,355
|
|
|
3.02
|
%
|
|
101,584
|
|
|
2,690
|
|
|
2.65
|
%
|
||||||
Total loans receivable
(1)
(4)
|
1,139,199
|
|
|
51,359
|
|
|
4.51
|
%
|
|
756,766
|
|
|
32,953
|
|
|
4.35
|
%
|
|
625,399
|
|
|
26,862
|
|
|
4.30
|
%
|
||||||
Other interest-earning assets
|
10,586
|
|
|
99
|
|
|
0.94
|
%
|
|
8,611
|
|
|
35
|
|
|
0.41
|
%
|
|
9,440
|
|
|
23
|
|
|
0.24
|
%
|
||||||
Total earning assets
(3)
|
1,337,562
|
|
|
57,597
|
|
|
4.31
|
%
|
|
876,462
|
|
|
36,343
|
|
|
4.15
|
%
|
|
736,423
|
|
|
29,575
|
|
|
4.02
|
%
|
||||||
Non-interest earning assets
|
97,078
|
|
|
|
|
|
|
45,398
|
|
|
|
|
|
|
40,106
|
|
|
|
|
|
||||||||||||
Allowance for loan losses
|
(8,185
|
)
|
|
|
|
|
|
(7,113
|
)
|
|
|
|
|
|
(6,059
|
)
|
|
|
|
|
||||||||||||
Total Assets
|
$
|
1,426,455
|
|
|
|
|
|
|
$
|
914,747
|
|
|
|
|
|
|
$
|
770,470
|
|
|
|
|
|
|||||||||
Sources of Funds:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
NOW
|
$
|
257,314
|
|
|
$
|
1,527
|
|
|
0.59
|
%
|
|
$
|
183,457
|
|
|
$
|
584
|
|
|
0.32
|
%
|
|
$
|
145,659
|
|
|
$
|
313
|
|
|
0.21
|
%
|
Money market
|
124,973
|
|
|
1,952
|
|
|
1.56
|
%
|
|
93,505
|
|
|
843
|
|
|
0.90
|
%
|
|
37,046
|
|
|
148
|
|
|
0.40
|
%
|
||||||
Savings
|
216,275
|
|
|
818
|
|
|
0.38
|
%
|
|
137,120
|
|
|
285
|
|
|
0.21
|
%
|
|
137,696
|
|
|
286
|
|
|
0.21
|
%
|
||||||
Time
|
270,807
|
|
|
3,781
|
|
|
1.40
|
%
|
|
171,163
|
|
|
1,872
|
|
|
1.09
|
%
|
|
162,864
|
|
|
1,702
|
|
|
1.05
|
%
|
||||||
Total interest bearing deposits
|
869,369
|
|
|
8,078
|
|
|
0.93
|
%
|
|
585,245
|
|
|
3,584
|
|
|
0.61
|
%
|
|
483,265
|
|
|
2,449
|
|
|
0.51
|
%
|
||||||
Borrowed funds
|
150,294
|
|
|
3,288
|
|
|
2.19
|
%
|
|
78,551
|
|
|
1,749
|
|
|
2.23
|
%
|
|
93,974
|
|
|
1,922
|
|
|
2.05
|
%
|
||||||
Subordinated debentures
|
27,853
|
|
|
1,263
|
|
|
4.53
|
%
|
|
27,844
|
|
|
1,278
|
|
|
4.59
|
%
|
|
13,256
|
|
|
391
|
|
|
2.95
|
%
|
||||||
Total interest bearing liabilities
|
1,047,516
|
|
|
12,629
|
|
|
1.21
|
%
|
|
691,640
|
|
|
6,611
|
|
|
0.96
|
%
|
|
590,495
|
|
|
4,762
|
|
|
0.81
|
%
|
||||||
Non-interest bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Demand deposits
|
223,984
|
|
|
|
|
|
|
139,611
|
|
|
|
|
|
|
117,927
|
|
|
|
|
|
||||||||||||
Other liabilities
|
5,060
|
|
|
|
|
|
|
4,167
|
|
|
|
|
|
|
4,530
|
|
|
|
|
|
||||||||||||
Total non-interest bearing liabilities
|
229,044
|
|
|
|
|
|
|
143,778
|
|
|
|
|
|
|
122,457
|
|
|
|
|
|
||||||||||||
Stockholders' equity
|
149,895
|
|
|
|
|
|
|
79,329
|
|
|
|
|
|
|
57,518
|
|
|
|
|
|
||||||||||||
Total Liabilities and Stockholders' Equity
|
$
|
1,426,455
|
|
|
|
|
|
|
$
|
914,747
|
|
|
|
|
|
|
$
|
770,470
|
|
|
|
|
|
|||||||||
Net Interest Income and Margin
(3)
(5)
|
|
|
44,968
|
|
|
3.36
|
%
|
|
|
|
29,732
|
|
|
3.39
|
%
|
|
|
|
24,813
|
|
|
3.37
|
%
|
|||||||||
Tax-equivalent basis adjustment
(3)
|
|
|
(888
|
)
|
|
|
|
|
|
(644
|
)
|
|
|
|
|
|
(415
|
)
|
|
|
||||||||||||
Net Interest Income
|
|
|
$
|
44,080
|
|
|
|
|
|
|
$
|
29,088
|
|
|
|
|
|
|
$
|
24,398
|
|
|
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
Includes loan fee income
|
(2)
|
Average rates on securities are calculated on amortized costs
|
(3)
|
Full taxable equivalent basis, using a 21% (2018) and 34% (2017 and 2016) effective tax rate and adjusted for TEFRA (Tax and Equity Fiscal Responsibility Act) interest expense disallowance
|
(4)
|
Loans outstanding include non-accrual loans
|
(5)
|
Represents the difference between interest earned and interest paid, divided by average total interest-earning assets
|
|
December 31, 2018 v. 2017
|
|
December 31, 2017 v. 2016
|
||||||||||||||||||||
|
Increase (decrease)
Due to changes in:
|
|
Increase (decrease)
Due to changes in:
|
||||||||||||||||||||
(Dollars in thousands)
|
Volume
|
|
Rate
|
|
Total
|
|
Volume
|
|
Rate
|
|
Total
|
||||||||||||
Securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax exempt
(1)
|
$
|
648
|
|
|
$
|
66
|
|
|
$
|
714
|
|
|
$
|
577
|
|
|
$
|
94
|
|
|
$
|
671
|
|
Taxable
|
1,638
|
|
|
432
|
|
|
2,070
|
|
|
(99
|
)
|
|
93
|
|
|
(6
|
)
|
||||||
Total securities
|
2,286
|
|
|
498
|
|
|
2,784
|
|
|
478
|
|
|
187
|
|
|
665
|
|
||||||
Total loans receivable
(2)
|
17,203
|
|
|
1,203
|
|
|
18,406
|
|
|
5,715
|
|
|
376
|
|
|
6,091
|
|
||||||
Other interest-earning assets
|
9
|
|
|
55
|
|
|
64
|
|
|
(2
|
)
|
|
14
|
|
|
12
|
|
||||||
Total net change in income on interest-earning assets
|
19,498
|
|
|
1,756
|
|
|
21,254
|
|
|
6,191
|
|
|
577
|
|
|
6,768
|
|
||||||
Interest bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
NOW
|
299
|
|
|
644
|
|
|
943
|
|
|
95
|
|
|
176
|
|
|
271
|
|
||||||
Money market
|
350
|
|
|
759
|
|
|
1,109
|
|
|
381
|
|
|
314
|
|
|
695
|
|
||||||
Savings
|
220
|
|
|
313
|
|
|
533
|
|
|
(1
|
)
|
|
—
|
|
|
(1
|
)
|
||||||
Time
|
1,294
|
|
|
615
|
|
|
1,909
|
|
|
89
|
|
|
81
|
|
|
170
|
|
||||||
Total interest bearing deposits
|
2,163
|
|
|
2,331
|
|
|
4,494
|
|
|
564
|
|
|
571
|
|
|
1,135
|
|
||||||
Borrowed funds
|
1,571
|
|
|
(32
|
)
|
|
1,539
|
|
|
(333
|
)
|
|
160
|
|
|
(173
|
)
|
||||||
Subordinated debentures
|
—
|
|
|
(15
|
)
|
|
(15
|
)
|
|
590
|
|
|
297
|
|
|
887
|
|
||||||
Total net change in expense on interest-bearing liabilities
|
3,734
|
|
|
2,284
|
|
|
6,018
|
|
|
821
|
|
|
1,028
|
|
|
1,849
|
|
||||||
Change in net interest income
|
$
|
15,764
|
|
|
$
|
(528
|
)
|
|
$
|
15,236
|
|
|
$
|
5,370
|
|
|
$
|
(451
|
)
|
|
$
|
4,919
|
|
(1)
|
Fully taxable equivalent basis, using 21% (2018) and 34% (2017 and 2016) effective tax rate and adjusted for TEFRA (Tax and Equity Fiscal Responsibility Act) interest expense disallowance
|
(2)
|
Includes loan fee income
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
|
|
Net Portfolio Value
(2)
|
|
Net interest Income
|
||||||||||||||||||
(Dollars in thousands)
|
|
Estimated
NPV
(1)
|
|
Estimated Increase
(Decrease)
|
|
Estimated
Net Interest
Income
(3)
|
|
Estimated Increase
(Decrease)
|
||||||||||||||
Change in Interest Rates
(basis points)
|
|
|
Amount
|
|
Percent
|
|
|
Amount
|
|
Percent
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
+200bp
|
|
$
|
177,661
|
|
|
$
|
(37,371
|
)
|
|
(17.4
|
)%
|
|
$
|
56,056
|
|
|
$
|
(5,741
|
)
|
|
(9.3
|
)%
|
0bp
|
|
$
|
215,032
|
|
|
—
|
|
|
—
|
|
|
$
|
61,797
|
|
|
—
|
|
|
—
|
|
||
-100bp
|
|
$
|
221,122
|
|
|
$
|
6,090
|
|
|
(2.8
|
)%
|
|
$
|
62,841
|
|
|
$
|
1,044
|
|
|
1.7
|
%
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||
+200bp
|
|
$
|
88,038
|
|
|
$
|
(20,247
|
)
|
|
(18.7
|
)%
|
|
$
|
27,375
|
|
|
$
|
(4,148
|
)
|
|
(13.2
|
)%
|
0bp
|
|
$
|
108,285
|
|
|
—
|
|
|
—
|
|
|
$
|
31,523
|
|
|
—
|
|
|
—
|
|
||
-100bp
|
|
$
|
105,903
|
|
|
$
|
(2,382
|
)
|
|
(2.2
|
)%
|
|
$
|
31,860
|
|
|
$
|
337
|
|
|
1.1
|
%
|
(1)
|
Assumes an instantaneous and parallel shift in interest rates at all maturities.
|
(2)
|
NPV, also referred to as economic value of equity, is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts.
|
(3)
|
Assumes a gradual change in interest rates over a one year period at all maturities.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS AND EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTANT FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT
SCHEDULES
|
Exhibit Number
|
|
Description
|
|
Agreement and Plan of Merger, dated as of April 10, 2017, by and between the Company, the Bank and Community Bank of Bergen County, NJ (incorporated by reference to Exhibit 2.1 to the Currency Report on Form 8-K filed with the SEC on April 11, 2017).
|
|
|
Agreement and Plan of Merger, dated June 19, 2018, by and between the Company, the Bank and Enterprise Bank N.J. (incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K filed with the SEC on June 20, 2018).
|
|
|
Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Quarterly Report on Form 10-Q filed with the SEC on August 15, 2011).
|
|
|
Amendment to Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.1 to the Current Report on Form 8-K filed with the SEC on May 4, 2018).
|
|
|
Second Amended and Restated By-Laws (incorporated by reference to Exhibit 3.2 to the Currency Report on Form 8-K filed with the SEC on May 4, 2018).
|
|
|
Specimen common stock certificate (incorporated by reference to Exhibit 4.1 to Amendment No. 1 to the Registration Statement on Form S-1 filed with the SEC on June 3, 2013).
|
|
|
Form of Subordinated Note Certificate (incorporated by reference to Exhibit 4.1 to the Current Report on Form 8-K filed with the SEC on December 22, 2016).
|
|
|
Form of Senior Debt Indenture (incorporated by reference to Exhibit 4.2 to the Registration Statement on Form S-3 filed with the SEC on May 31, 2017).
|
|
|
Form of Subordinated Debt Indenture (incorporated by reference to Exhibit 4.3 to the Registration Statement on Form S-3 filed with the SEC on May 31, 2017).
|
|
|
1995 Incentive Stock Option Plan (incorporated by reference to Exhibit 99.6 to the Registration Statement on Form 8-B filed with the SEC on December 13, 1996).
|
|
|
2001 Stock Option Plan (incorporated by reference to Exhibit B to the Definitive Proxy Statement on Schedule 14-A filed with the SEC on March 19, 2001.)
|
|
|
2004 Equity Incentive Plan (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K filed with the SEC on April 29, 2005).
|
|
|
2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Registration Statement on Form S-8 filed with the SEC on May 28, 2014).
|
|
|
Form of Incentive Stock Option Agreement under 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.2 to the Registration Statement on Form S-8 filed with the SEC on May 28, 2014).
|
|
|
Form of Nonqualified Stock Option Agreement under 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-8 filed with the SEC on May 28, 2014).
|
|
|
Form of Restricted Stock Agreement under 2013 Equity Incentive Plan (incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-8 filed with the SEC on May 28, 2014).
|
|
|
Amended and Restated Director Deferred Compensation Agreement (incorporated by reference to Exhibit 10 to the Current Report on Form 8-K filed with the SEC on December 19, 2008).
|
|
Amended and Restated Executive Incentive and Deferred Compensation Plan (incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K filed with the SEC on January 26, 2010).
|
|
|
Employment Agreement by and between the Company, the Bank and Donald L. Kovach, dated July 15, 2009 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 20, 2009).
|
|
|
Salary Continuation Agreement by and between the Company and Donald L. Kovach, dated March 15, 2000 (incorporated by reference to Exhibit 10.8 to the Annual Report on Form 10-K filed with the SEC on March 16, 2011).
|
|
|
Amendment #1 to the Salary Continuation Agreement with Donald L. Kovach, dated June 11, 2002 (incorporated by reference to Exhibit 10.9 to the Annual Report on Form 10-K filed with the SEC on March 16, 2011).
|
|
|
Amendment #2 to the Salary Continuation Agreement with Donald L. Kovach, dated January 7, 2004 (incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K filed with the SEC on March 23, 2004).
|
|
|
Amendment #3 to the Salary Continuation Agreement with Donald L. Kovach, dated October 17, 2007 (incorporated by reference to Exhibit 10.3 to the Quarterly Report on Form 10-Q filed with the SEC on November 14, 2007).
|
|
|
Employment Agreement by and between SB One Insurance Agency, Inc. and George Lista, dated September 1, 2006 (incorporated by reference to Exhibit 10.A to the Current Report on Form 8-K filed with the SEC on September 7, 2006).
|
|
|
Employment Agreement by and between the Company, the Bank and Anthony Labozzetta, dated January 20, 2010 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on January 26, 2010).
|
|
|
Supplemental Executive Retirement Agreement by and between the Company and Anthony J. Labozzetta, dated July 20, 2011 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on July 26, 2011).
|
|
|
Employment Agreement by and between the Company, the Bank and Steven M. Fusco, dated June 23, 2010 (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on June 29, 2010).
|
|
|
Employment Agreement, dated April 10, 2017, by and between the Company, the Bank and Peter A. Michelotti (incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K filed with the SEC on April 11, 2017).
|
|
|
Employment Agreement, dated June 19, 2018, by and between the Company, the Bank and Donald J. Haake.
|
|
|
List of Subsidiaries.
|
|
|
Consent of BDO USA, LLP.
|
|
|
Certification of Principal Executive Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
|
|
|
Certification of Principal Financial and Accounting Officer pursuant to Rules 13a-14(a) and 15d-14(a) promulgated under the Securities Exchange Act of 1934, as amended.
|
|
|
Certifications of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
|
|
101
|
|
Formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income and Comprehensive Income, (iii) the Consolidated Statements of Stockholders’ Equity, (iv) the Consolidated Statements of Cash Flows and (v) Notes to Consolidated Financial Statements.
|
*
|
Management contract or compensatory plan or arrangement.
|
**
|
Furnished herewith and not deemed to be “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), and shall not be deemed to be incorporated by reference into any filing under the Securities Act of 1933, as amended, or the Exchange Act.
|
ITEM 16.
|
FORM 10-K SUMMARY
|
|
SB ONE BANCORP
|
|
|
|
/s/ Anthony Labozzetta
|
|
Anthony Labozzetta
|
|
President and Chief Executive Officer
|
|
Dated: March 18, 2019
|
Name
|
|
Title
|
/s/ Anthony Labozzetta
|
|
President and Chief Executive Officer
(Principal Executive Officer)
|
Anthony Labozzetta
|
|
|
|
|
|
/s/ Adriano M. Duarte
|
|
Chief Financial Officer and Executive Vice President
(Principal Financial and Accounting Officer)
|
Adriano M. Duarte
|
|
|
|
|
|
/s/ Peter A. Michelotti
|
|
Chief Operating Officer and Senior Executive Vice President
(Principal Operating Officer)
|
Peter A. Michelotti
|
|
|
|
|
|
/s/ Patrick Brady
|
|
Director
|
Patrick Brady
|
|
|
|
|
|
/s/ Richard Branca
|
|
Director
|
Richard Branca
|
|
|
|
|
|
/s/ Katherine H. Caristia
|
|
Director
|
Katherine H. Caristia
|
|
|
|
|
|
/s/ Dominick D`Agosta
|
|
Director
|
Dominick D`Agosta
|
|
|
|
|
|
/s/ Salvatore A. Davino
|
|
Director
|
Salvatore A. Davino
|
|
|
|
|
|
/s/ Mark J. Hontz
|
|
Director
|
Mark J. Hontz
|
|
|
|
|
|
/s/ Edward J. Leppert
|
|
Director
|
Edward J. Leppert
|
|
|
|
|
|
/s/ Walter Loeffler
|
|
Director
|
Walter Loeffler
|
|
|
|
|
|
/s/ Michael F. Lombardi
|
|
Director
|
Michael F. Lombardi
|
|
|
|
|
|
/s/ Michael McBride
|
|
Director
|
Michael McBride
|
|
|
|
|
|
/s/ Robert McNerney
|
|
Director
|
Robert McNerney
|
|
|
SB ONE BANCORP
|
|||||||
CONSOLIDATED BALANCE SHEETS
|
|||||||
(Dollars in Thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
ASSETS
|
|
|
|
||||
Cash and due from banks
|
$
|
11,768
|
|
|
$
|
3,270
|
|
Interest-bearing deposits with other banks
|
14,910
|
|
|
8,376
|
|
||
Cash and cash equivalents
|
26,678
|
|
|
11,646
|
|
||
Interest bearing time deposits with other banks
|
200
|
|
|
100
|
|
||
Securities available for sale, at fair value
|
182,139
|
|
|
98,730
|
|
||
Securities held to maturity, at amortized cost (fair value of $4,152 and $5,430 at December 31, 2018 and December 31, 2017, respectively)
|
4,078
|
|
|
5,304
|
|
||
Other Bank Stock, at cost
|
11,764
|
|
|
4,925
|
|
||
Loans receivable, net of unearned income
|
1,474,775
|
|
|
820,700
|
|
||
Less: allowance for loan losses
|
8,775
|
|
|
7,335
|
|
||
Net loans receivable
|
1,466,000
|
|
|
813,365
|
|
||
Foreclosed real estate
|
4,149
|
|
|
2,275
|
|
||
Premises and equipment, net
|
19,215
|
|
|
8,389
|
|
||
Accrued interest receivable
|
6,546
|
|
|
2,472
|
|
||
Goodwill and intangible assets
|
29,446
|
|
|
2,820
|
|
||
Bank-owned life insurance
|
35,778
|
|
|
22,054
|
|
||
Other assets
|
9,710
|
|
|
7,303
|
|
||
Total Assets
|
$
|
1,795,703
|
|
|
$
|
979,383
|
|
LIABILITIES AND STOCKHOLDERS' EQUITY
|
|
|
|
||||
Liabilities:
|
|
|
|
||||
Deposits:
|
|
|
|
||||
Non-interest bearing
|
$
|
259,807
|
|
|
$
|
146,167
|
|
Interest bearing
|
1,094,132
|
|
|
616,324
|
|
||
Total deposits
|
1,353,939
|
|
|
762,491
|
|
||
Short-term borrowings
|
175,295
|
|
|
55,350
|
|
||
Long-term borrowings
|
44,611
|
|
|
35,000
|
|
||
Accrued interest payable and other liabilities
|
8,555
|
|
|
4,501
|
|
||
Subordinated debentures
|
27,859
|
|
|
27,848
|
|
||
Total Liabilities
|
1,610,259
|
|
|
885,190
|
|
||
Stockholders' Equity:
|
|
|
|
||||
Preferred stock, no par value, 1,000,000 shares authorized; none issued
|
—
|
|
|
—
|
|
||
Common stock, no par value, 10,000,000 shares authorized; 9,532,943 and 6,040,564 shares issued and 9,532,943 and 6,040,564 shares outstanding at December 31, 2018 and December 31, 2017, respectively
|
150,419
|
|
|
65,274
|
|
||
Deferred Compensation obligation under Rabbi Trust
|
1,647
|
|
|
1,399
|
|
||
Retained earnings
|
35,192
|
|
|
27,532
|
|
||
Accumulated other comprehensive (loss) income
|
(167
|
)
|
|
1,387
|
|
||
Stock held by Rabbi Trust
|
(1,647
|
)
|
|
(1,399
|
)
|
||
Total Stockholders' Equity
|
185,444
|
|
|
94,193
|
|
||
Total Liabilities and Stockholders' Equity
|
$
|
1,795,703
|
|
|
$
|
979,383
|
|
SB ONE BANCORP
|
|||||||
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|
|||||||
|
Year Ended December 31,
|
||||||
(Dollars in thousands except per share data)
|
2018
|
|
2017
|
||||
INTEREST INCOME
|
|
|
|
||||
Loans receivable, including fees
|
$
|
51,359
|
|
|
$
|
32,953
|
|
Securities:
|
|
|
|
||||
Taxable
|
3,507
|
|
|
1,437
|
|
||
Tax-exempt
|
1,744
|
|
|
1,274
|
|
||
Interest bearing deposits
|
99
|
|
|
35
|
|
||
Total Interest Income
|
56,709
|
|
|
35,699
|
|
||
INTEREST EXPENSE
|
|
|
|
||||
Deposits
|
8,078
|
|
|
3,584
|
|
||
Borrowings
|
3,288
|
|
|
1,749
|
|
||
Subordinated debentures
|
1,263
|
|
|
1,278
|
|
||
Total Interest Expense
|
12,629
|
|
|
6,611
|
|
||
Net Interest Income
|
44,080
|
|
|
29,088
|
|
||
PROVISION FOR LOAN LOSSES
|
1,437
|
|
|
1,586
|
|
||
Net Interest Income after Provision for Loan Losses
|
42,643
|
|
|
27,502
|
|
||
OTHER INCOME
|
|
|
|
||||
Service fees on deposit accounts
|
1,290
|
|
|
1,123
|
|
||
ATM and debit card fees
|
983
|
|
|
777
|
|
||
Bank-owned life insurance
|
761
|
|
|
522
|
|
||
Insurance commissions and fees
|
6,640
|
|
|
5,326
|
|
||
Investment brokerage fees
|
104
|
|
|
24
|
|
||
Net gain (loss) on sales of securities
|
36
|
|
|
(9
|
)
|
||
Net loss on sale and disposal of premises and equipment
|
9
|
|
|
7
|
|
||
Other
|
926
|
|
|
515
|
|
||
Total Other Income
|
10,749
|
|
|
8,285
|
|
||
OTHER EXPENSES
|
|
|
|
||||
Salaries and employee benefits
|
20,710
|
|
|
14,773
|
|
||
Occupancy, net
|
2,776
|
|
|
1,880
|
|
||
Data processing
|
3,351
|
|
|
2,173
|
|
||
Furniture and equipment
|
1,194
|
|
|
938
|
|
||
Advertising and promotion
|
587
|
|
|
308
|
|
||
Professional fees
|
1,412
|
|
|
1,173
|
|
||
Director fees
|
550
|
|
|
399
|
|
||
FDIC assessment
|
529
|
|
|
263
|
|
||
Insurance
|
210
|
|
|
279
|
|
||
Stationary and supplies
|
285
|
|
|
148
|
|
||
Merger-related expenses
|
5,804
|
|
|
1,187
|
|
||
Loan collection costs
|
255
|
|
|
122
|
|
||
Net expenses and write-downs related to foreclosed real estate
|
324
|
|
|
283
|
|
||
Amortization of intangible assets
|
247
|
|
|
—
|
|
||
Other
|
2,176
|
|
|
1,691
|
|
||
Total Other Expenses
|
40,410
|
|
|
25,617
|
|
||
Income before Income Taxes
|
12,982
|
|
|
10,170
|
|
||
EXPENSE FOR INCOME TAXES
|
3,059
|
|
|
4,479
|
|
||
Net Income
|
9,923
|
|
|
5,691
|
|
||
OTHER COMPREHENSIVE (LOSS) INCOME:
|
|
|
|
||||
Unrealized (losses) gains on available for sale securities arising during the period
|
(1,966
|
)
|
|
1,682
|
|
||
Fair value adjustments on derivatives
|
(116
|
)
|
|
(196
|
)
|
||
Fair value adjustments on retirement benefits
|
11
|
|
|
—
|
|
||
Reclassification adjustment for net loss (gain) on securities transactions included in net income
|
(36
|
)
|
|
9
|
|
||
Income tax related to items of other comprehensive income and loss
|
553
|
|
|
(598
|
)
|
||
Other comprehensive (loss) income, net of income taxes
|
(1,554
|
)
|
|
897
|
|
||
Comprehensive income
|
$
|
8,369
|
|
|
$
|
6,588
|
|
EARNINGS PER SHARE
|
|
|
|
||||
Basic
|
$
|
1.26
|
|
|
$
|
1.06
|
|
Diluted
|
$
|
1.25
|
|
|
$
|
1.05
|
|
SB ONE BANCORP
|
||||||||||||||||||||||||||
CONSOLIDATED STATEMENTS OF STOCKHOLDERS' EQUITY
|
||||||||||||||||||||||||||
Years Ended December 31, 2018 and 2017
|
||||||||||||||||||||||||||
(Dollars in Thousands)
|
Number of
Shares
Outstanding
|
|
Common
Stock
|
|
Deferred Compensation Obligation Under Rabbi Trust
|
|
Retained
Earnings
|
|
Accumulated
Other
Comprehensive
Income (Loss)
|
|
Stock Held by Rabbi Trust
|
|
Total
Stockholders'
Equity
|
|||||||||||||
Balance December 31, 2016
|
4,741,068
|
|
|
$
|
36,538
|
|
|
$
|
1,383
|
|
|
$
|
23,291
|
|
|
$
|
243
|
|
|
$
|
(1,383
|
)
|
|
$
|
60,072
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
5,691
|
|
|
—
|
|
|
—
|
|
|
5,691
|
|
||||||
Other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
897
|
|
|
—
|
|
|
897
|
|
||||||
Reclassification due to the adoption of ASU 2018-02
|
—
|
|
|
—
|
|
|
—
|
|
|
(247
|
)
|
|
247
|
|
|
—
|
|
|
—
|
|
||||||
Funding of Supplemental Director Retirement Plan
|
—
|
|
|
—
|
|
|
16
|
|
|
—
|
|
|
—
|
|
|
(16
|
)
|
|
—
|
|
||||||
Net proceeds of common stock issued
|
1,249,999
|
|
|
28,027
|
|
|
|
|
|
|
|
|
|
|
28,027
|
|
||||||||||
Restricted stock granted
|
53,554
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock forfeited
|
(4,057
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Compensation expense related to stock option and restricted stock grants
|
—
|
|
|
709
|
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
709
|
|
||||||
Dividends declared on common stock ($0.22 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,203
|
)
|
|
—
|
|
|
—
|
|
|
(1,203
|
)
|
||||||
Balance December 31, 2017
|
6,040,564
|
|
|
65,274
|
|
|
1,399
|
|
|
27,532
|
|
|
1,387
|
|
|
(1,399
|
)
|
|
94,193
|
|
||||||
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
9,923
|
|
|
—
|
|
|
—
|
|
|
9,923
|
|
||||||
Other comprehensive loss
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,554
|
)
|
|
—
|
|
|
(1,554
|
)
|
||||||
Shares issued in mergers
|
3,446,482
|
|
|
84,329
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
84,329
|
|
||||||
Funding of Supplemental Director Retirement Plan
|
—
|
|
|
—
|
|
|
248
|
|
|
—
|
|
|
—
|
|
|
(248
|
)
|
|
—
|
|
||||||
Restricted stock granted
|
50,045
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Restricted stock forfeited
|
(4,148
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Compensation expense related to stock option and restricted stock grants
|
—
|
|
|
816
|
|
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
816
|
|
|||||||
Dividends declared on common stock ($0.285 per share)
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,263
|
)
|
|
—
|
|
|
—
|
|
|
(2,263
|
)
|
||||||
Balance December 31, 2018
|
9,532,943
|
|
|
$
|
150,419
|
|
|
$
|
1,647
|
|
|
$
|
35,192
|
|
|
$
|
(167
|
)
|
|
$
|
(1,647
|
)
|
|
$
|
185,444
|
|
SB ONE BANCORP
|
|||||||
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
|||||||
|
Year Ended December 31,
|
||||||
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Cash Flows from Operating Activities
|
|
|
|
||||
Net income
|
$
|
9,923
|
|
|
$
|
5,691
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Provision for loan losses
|
1,437
|
|
|
1,586
|
|
||
Depreciation and amortization
|
1,836
|
|
|
1,061
|
|
||
Net amortization of securities premiums and discounts
|
2,046
|
|
|
1,656
|
|
||
Amortization of subordinated debt costs
|
11
|
|
|
8
|
|
||
Net realized (gain) loss on sale of securities
|
(36
|
)
|
|
9
|
|
||
Net realized (gain) loss on sale and disposal of premises and equipment
|
(9
|
)
|
|
(7
|
)
|
||
Net realized (gain) loss on sale of foreclosed real estate
|
(18
|
)
|
|
(46
|
)
|
||
Write-downs of and provisions for foreclosed real estate
|
218
|
|
|
236
|
|
||
Deferred income tax (benefit) expense
|
(446
|
)
|
|
637
|
|
||
Earnings on bank-owned life insurance
|
(761
|
)
|
|
(522
|
)
|
||
Compensation expense for stock options and stock awards
|
816
|
|
|
709
|
|
||
(Increase) decrease in assets:
|
|
|
|
|
|
||
Accrued interest receivable
|
(2,370
|
)
|
|
(414
|
)
|
||
Other assets
|
3,138
|
|
|
(1,145
|
)
|
||
Increase in accrued interest payable and other liabilities
|
418
|
|
|
411
|
|
||
Net Cash Provided by Operating Activities
|
16,203
|
|
|
9,870
|
|
||
Cash Flows from Investing Activities
|
|
|
|
||||
Net cash acquired in acquisitions
|
15,846
|
|
|
—
|
|
||
Securities available for sale:
|
|
|
|
||||
Purchases
|
(101,664
|
)
|
|
(61,190
|
)
|
||
Sales
|
82,725
|
|
|
42,594
|
|
||
Maturities, calls and principal repayments
|
9,659
|
|
|
8,532
|
|
||
Securities held to maturity:
|
|
|
|
||||
Purchases
|
(1,279
|
)
|
|
(2,478
|
)
|
||
Maturities, calls and principal repayments
|
2,466
|
|
|
8,763
|
|
||
Net increase in loans
|
(161,240
|
)
|
|
(126,885
|
)
|
||
Proceeds from the sale of foreclosed real estate
|
836
|
|
|
834
|
|
||
Purchases of bank premises and equipment
|
(1,426
|
)
|
|
(1,184
|
)
|
||
Proceeds from the sale of premises and equipment
|
53
|
|
|
32
|
|
||
Purchases of bank owned life insurance
|
(5,000
|
)
|
|
(5,000
|
)
|
||
Net (increase) in Federal Home Loan Bank stock
|
(3,304
|
)
|
|
181
|
|
||
Net Cash Used in Investing Activities
|
(162,328
|
)
|
|
(135,801
|
)
|
||
Cash Flows from Financing Activities
|
|
|
|
||||
Net increase in deposits
|
92,970
|
|
|
101,570
|
|
||
Net increase (decrease) in short-term borrowed funds
|
85,450
|
|
|
25,545
|
|
||
Repayment of long-term borrowings
|
(15,000
|
)
|
|
(31,000
|
)
|
||
Net proceeds from capital raise
|
—
|
|
|
28,027
|
|
||
Dividends paid
|
(2,263
|
)
|
|
(1,203
|
)
|
||
Net Cash Provided by Financing Activities
|
161,157
|
|
|
122,939
|
|
||
Net Increase in Cash and Cash Equivalents
|
15,032
|
|
|
(2,992
|
)
|
||
Cash and Cash Equivalents - Beginning
|
11,646
|
|
|
14,638
|
|
||
Cash and Cash Equivalents - Ending
|
$
|
26,678
|
|
|
$
|
11,646
|
|
Supplementary Cash Flows Information
|
|
|
|
||||
Interest paid
|
$
|
11,619
|
|
|
$
|
6,505
|
|
Income taxes paid
|
$
|
3,111
|
|
|
$
|
4,035
|
|
Supplementary Schedule of Noncash Investing and Financing Activities
|
|
|
|
||||
Foreclosed real estate acquired in settlement of loans
|
$
|
348
|
|
|
$
|
495
|
|
Other real estate owned transferred from fixed assets
|
$
|
—
|
|
|
$
|
437
|
|
Acquisitions of Community and Enterprise:
|
|
|
|
||||
Non-cash assets acquired:
|
|
|
|
||||
Other bank stock
|
3,535
|
|
|
—
|
|
||
Securities available for sale
|
78,102
|
|
|
—
|
|
||
Loans
|
493,180
|
|
|
—
|
|
||
Foreclosed real estate
|
2,562
|
|
|
—
|
|
||
Premises and equipment
|
11,034
|
|
|
—
|
|
||
Interest receivable
|
1,704
|
|
|
—
|
|
||
Bank owned life insurance
|
7,963
|
|
|
—
|
|
||
Goodwill and intangibles assets
|
26,872
|
|
|
—
|
|
||
Other assets
|
4,841
|
|
|
—
|
|
||
Total non-cash assets acquired
|
629,793
|
|
|
—
|
|
||
Liabilities assumed:
|
|
|
|
||||
Deposits
|
(498,478
|
)
|
|
—
|
|
||
Borrowings
|
(59,106
|
)
|
|
—
|
|
||
Other liabilities
|
(3,726
|
)
|
|
—
|
|
||
Total liabilities assumed
|
(561,310
|
)
|
|
—
|
|
||
Common stock issued for acquisitions
|
(84,329
|
)
|
|
—
|
|
NOTE 1 – SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
|
January 4, 2018
|
|
|
|
|
|
||
Cash and cash equivalents
|
|
$
|
6,693
|
|
Interest bearing time deposits with other banks
|
|
100
|
|
|
Securities available for sale
|
|
75,909
|
|
|
Other bank stock
|
|
1,155
|
|
|
Loans
|
|
236,010
|
|
|
Foreclosed real estate
|
|
1,312
|
|
|
Premises and equipment, net
|
|
10,612
|
|
|
Accrued interest receivable
|
|
824
|
|
|
Goodwill (banking segment)
|
|
22,298
|
|
|
Intangibles assets
|
|
1,331
|
|
|
Bank-owned life insurance
|
|
7,963
|
|
|
Other assets
|
|
1,677
|
|
|
Total Assets
|
|
$
|
365,884
|
|
|
|
|
||
Deposits
|
|
$
|
(301,157
|
)
|
Borrowings
|
|
(12,000
|
)
|
|
Other liabilities
|
|
(844
|
)
|
|
Total Liabilities
|
|
$
|
(314,001
|
)
|
Net consideration paid - common shares issued
|
|
$
|
51,883
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
|
Acquired Credit Impaired Loans
|
||
Contractually required principal and interest at acquisition
|
|
$
|
6,289
|
|
Contractual cash flows not expected to be collected (non-accretable difference)
|
|
1,819
|
|
|
Expected cash flows at acquisition
|
|
4,470
|
|
|
Interest component of expected cash flows (accretable difference)
|
|
846
|
|
|
Fair value of acquired loans
|
|
$
|
3,624
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||
Total revenues (net interest income plus non-interest income)
|
|
$
|
54,941
|
|
|
$
|
47,280
|
|
Net Income
|
|
9,935
|
|
|
6,257
|
|
||
Basic and diluted earnings per share applicable to common stockholders
|
|
$
|
1.25
|
|
|
$
|
0.79
|
|
(Dollars in thousands)
|
|
December 21, 2018
|
|
|
|
|
|
||
Cash and cash equivalents, net of stock options paid in cash
|
|
$
|
9,153
|
|
Securities available for sale
|
|
2,193
|
|
|
Other bank stock
|
|
2,380
|
|
|
Loans
|
|
257,170
|
|
|
Foreclosed real estate
|
|
1,250
|
|
|
Premises and equipment, net
|
|
422
|
|
|
Accrued interest receivable
|
|
880
|
|
|
Goodwill (banking segment)
|
|
2,204
|
|
|
Intangibles assets
|
|
1,039
|
|
|
Other assets
|
|
3,064
|
|
|
Total Assets
|
|
$
|
279,755
|
|
|
|
|
||
Deposits
|
|
$
|
(197,321
|
)
|
Borrowings
|
|
(47,106
|
)
|
|
Other liabilities
|
|
(2,882
|
)
|
|
Total Liabilities
|
|
$
|
(247,309
|
)
|
Net consideration paid - common shares issued
|
|
$
|
32,446
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||
Total revenues (net interest income plus non-interest income)
|
|
$
|
64,827
|
|
|
$
|
46,175
|
|
Net Income
|
|
12,496
|
|
|
7,283
|
|
||
Basic and diluted earnings per share applicable to common stockholders
|
|
$
|
1.80
|
|
|
$
|
0.84
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
NOTE 3 – SEGMENT REPORTING
|
(Dollars in thousands)
|
Banking and
Financial Services
|
|
Insurance
Services
|
|
Total
|
||||||
Year Ended December 31, 2018:
|
|
|
|
|
|
||||||
Net interest income from external sources
|
$
|
44,080
|
|
|
$
|
—
|
|
|
$
|
44,080
|
|
Other income from external sources
|
3,975
|
|
|
6,774
|
|
|
$
|
10,749
|
|
||
Depreciation and amortization
|
1,809
|
|
|
27
|
|
|
$
|
1,836
|
|
||
Income before income taxes
|
10,987
|
|
|
1,995
|
|
|
$
|
12,982
|
|
||
Income tax expense
|
2,261
|
|
|
798
|
|
|
$
|
3,059
|
|
||
Total assets
|
1,790,851
|
|
|
4,852
|
|
|
$
|
1,795,703
|
|
Year Ended December 31, 2017:
|
|
|
|
|
|
||||||
Net interest income from external sources
|
$
|
29,088
|
|
|
$
|
—
|
|
|
$
|
29,088
|
|
Other income from external sources
|
2,864
|
|
|
5,421
|
|
|
$
|
8,285
|
|
||
Depreciation and amortization
|
1,037
|
|
|
24
|
|
|
$
|
1,061
|
|
||
Income before income taxes
|
8,757
|
|
|
1,413
|
|
|
$
|
10,170
|
|
||
Income tax expense
|
3,914
|
|
|
565
|
|
|
$
|
4,479
|
|
||
Total assets
|
975,123
|
|
|
4,260
|
|
|
$
|
979,383
|
|
NOTE 4 – FAIR VALUE OF ASSETS AND LIABILITIES
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
Fair
Value
Measurements
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level I)
|
|
Significant
Other
Observable
Inputs
(Level II)
|
|
Significant
Unobservable
Inputs
(Level III)
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
$
|
24,794
|
|
|
$
|
—
|
|
|
$
|
24,794
|
|
|
$
|
—
|
|
U.S. government sponsored agency
|
20,362
|
|
|
—
|
|
|
20,362
|
|
|
—
|
|
||||
State and political subdivisions
|
60,362
|
|
|
—
|
|
|
60,362
|
|
|
—
|
|
||||
Mortgage-backed securities -
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government-sponsored enterprises
|
73,613
|
|
|
—
|
|
|
73,613
|
|
|
—
|
|
||||
Corporate debt
|
3,008
|
|
|
—
|
|
|
3,008
|
|
|
—
|
|
||||
Derivative instruments
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
1,336
|
|
|
—
|
|
|
1,336
|
|
|
—
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
$
|
18,861
|
|
|
$
|
—
|
|
|
$
|
18,861
|
|
|
$
|
—
|
|
U.S. government sponsored agency
|
6,061
|
|
|
—
|
|
|
6,061
|
|
|
—
|
|
||||
State and political subdivisions
|
41,234
|
|
|
—
|
|
|
41,234
|
|
|
—
|
|
||||
Mortgage-backed securities -
|
|
|
|
|
|
|
|
|
|
|
|
||||
U.S. government-sponsored enterprises
|
30,544
|
|
|
—
|
|
|
30,544
|
|
|
—
|
|
||||
Corporate debt
|
2,030
|
|
|
—
|
|
|
2,030
|
|
|
—
|
|
||||
Derivative instruments
|
|
|
|
|
|
|
|
||||||||
Interest rate swaps
|
1,451
|
|
|
—
|
|
|
1,451
|
|
|
—
|
|
(Dollars in thousands)
|
Fair
Value
Measurements
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level I)
|
|
Significant
Other
Observable
Inputs
(Level II)
|
|
Significant
Unobservable
Inputs
(Level III)
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
Impaired loans
|
$
|
1,785
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,785
|
|
Foreclosed real estate
|
730
|
|
|
—
|
|
|
—
|
|
|
$
|
730
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
Impaired loans
|
$
|
1,794
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,794
|
|
Foreclosed real estate
|
568
|
|
|
—
|
|
|
—
|
|
|
$
|
568
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
Qualitative Information about Level III Fair Value Measurements
|
||||||||
(Dollars in thousands)
|
Fair
Value
Estimate
|
|
Valuation
Techniques
|
|
Unobservable
Input
|
|
Range
(Weighted
Average)
|
||
December 31, 2018
|
|
|
|
|
|
|
|
||
Impaired loans
|
$
|
1,785
|
|
|
Appraisal of
|
|
Appraisal
|
|
0% to -100.0%
|
|
|
|
|
collateral
|
|
adjustments
(1)
|
|
(-7.8%)
|
|
Foreclosed real estate
|
730
|
|
|
Appraisal of
|
|
Selling
|
|
|
|
|
|
|
collateral
|
|
expenses
(1)
|
|
-7.0%(-7.0%)
|
December 31, 2017
|
|
|
|
|
|
|
|
||
Impaired loans
|
$
|
1,794
|
|
|
Appraisal of
|
|
Appraisal
|
|
0% to -8.2%
|
|
|
|
|
collateral
|
|
adjustments
(1)
|
|
(-0.2%)
|
|
Foreclosed real estate
|
568
|
|
|
Appraisal of
|
|
Selling
|
|
|
|
|
|
|
collateral
|
|
expenses
(1)
|
|
-7.0%(-7.0%)
|
(1)
|
Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated selling expenses. The range and weighted average of selling expenses and other appraisal adjustments are presented as a percentage of the appraisal.
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
December 31, 2018
|
|
|
|
|
|
|
||||||||||||
(Dollars in thousands)
|
Carrying
Amount
|
|
Fair
Value
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level I)
|
|
Significant
Other
Observable
Inputs
(Level II)
|
|
Significant
Unobservable
Inputs
(Level III)
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
26,678
|
|
|
$
|
26,678
|
|
|
$
|
26,678
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Time deposits with other banks
|
200
|
|
|
200
|
|
|
—
|
|
|
200
|
|
|
—
|
|
|||||
Securities available for sale
|
182,139
|
|
|
182,139
|
|
|
—
|
|
|
182,139
|
|
|
—
|
|
|||||
Securities held to maturity
|
4,078
|
|
|
4,152
|
|
|
—
|
|
|
4,152
|
|
|
—
|
|
|||||
Other Bank Stock
|
11,764
|
|
|
11,764
|
|
|
—
|
|
|
11,764
|
|
|
—
|
|
|||||
Loans receivable, net of allowance
|
1,466,000
|
|
|
1,428,094
|
|
|
—
|
|
|
—
|
|
|
1,428,094
|
|
|||||
Accrued interest receivable
|
6,546
|
|
|
6,546
|
|
|
—
|
|
|
6,546
|
|
|
—
|
|
|||||
Interest rate swaps
|
1,336
|
|
|
1,336
|
|
|
—
|
|
|
1,336
|
|
|
—
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-maturity deposits
|
965,065
|
|
|
965,065
|
|
|
—
|
|
|
965,065
|
|
|
—
|
|
|||||
Time deposits
|
388,874
|
|
|
383,264
|
|
|
—
|
|
|
383,264
|
|
|
—
|
|
|||||
Short-term borrowings
|
175,295
|
|
|
175,366
|
|
|
175,366
|
|
|
—
|
|
|
—
|
|
|||||
Long-term borrowings
|
44,611
|
|
|
44,365
|
|
|
—
|
|
|
44,365
|
|
|
—
|
|
|||||
Subordinated debentures
|
27,859
|
|
|
26,840
|
|
|
—
|
|
|
26,840
|
|
|
—
|
|
|||||
Accrued interest payable
|
1,480
|
|
|
1,480
|
|
|
—
|
|
|
1,480
|
|
|
—
|
|
|
December 31, 2017
|
|
|
|
|
|
|
||||||||||||
(Dollars in thousands)
|
Carrying
Amount
|
|
Fair
Value
|
|
Quoted Prices in
Active Markets
for Identical
Assets
(Level I)
|
|
Significant
Other
Observable
Inputs
(Level II)
|
|
Significant
Unobservable
Inputs
(Level III)
|
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
11,646
|
|
|
$
|
11,646
|
|
|
$
|
11,646
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Time deposits with other banks
|
100
|
|
|
100
|
|
|
—
|
|
|
100
|
|
|
—
|
|
|||||
Securities available for sale
|
98,730
|
|
|
98,730
|
|
|
—
|
|
|
98,730
|
|
|
—
|
|
|||||
Securities held to maturity
|
5,304
|
|
|
5,430
|
|
|
—
|
|
|
5,430
|
|
|
—
|
|
|||||
Other Bank stock
|
4,925
|
|
|
4,925
|
|
|
—
|
|
|
4,925
|
|
|
—
|
|
|||||
Loans receivable, net of allowance
|
813,365
|
|
|
788,119
|
|
|
—
|
|
|
—
|
|
|
788,119
|
|
|||||
Accrued interest receivable
|
2,472
|
|
|
2,472
|
|
|
—
|
|
|
2,472
|
|
|
—
|
|
|||||
Interest rate swaps
|
1,451
|
|
|
1,451
|
|
|
—
|
|
|
1,451
|
|
|
—
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Non-maturity deposits
|
563,694
|
|
|
563,694
|
|
|
—
|
|
|
563,694
|
|
|
—
|
|
|||||
Time deposits
|
198,797
|
|
|
197,549
|
|
|
—
|
|
|
197,549
|
|
|
—
|
|
|||||
Short-term borrowings
|
55,350
|
|
|
55,335
|
|
|
55,335
|
|
|
—
|
|
|
—
|
|
|||||
Long-term borrowings
|
35,000
|
|
|
34,761
|
|
|
—
|
|
|
34,761
|
|
|
—
|
|
|||||
Subordinated debentures
|
27,848
|
|
|
25,259
|
|
|
—
|
|
|
25,259
|
|
|
—
|
|
|||||
Accrued interest payable
|
470
|
|
|
470
|
|
|
—
|
|
|
470
|
|
|
—
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
NOTE 5 – SECURITIES
|
(Dollars in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
$
|
25,161
|
|
|
$
|
4
|
|
|
$
|
(371
|
)
|
|
$
|
24,794
|
|
U.S. government sponsored agencies
|
20,404
|
|
|
38
|
|
|
(80
|
)
|
|
20,362
|
|
||||
State and political subdivisions
|
60,457
|
|
|
445
|
|
|
(540
|
)
|
|
60,362
|
|
||||
Mortgage-backed securities -
|
|
|
|
|
|
|
|
||||||||
U.S. government-sponsored enterprises
|
74,670
|
|
|
100
|
|
|
(1,157
|
)
|
|
73,613
|
|
||||
Corporate debt
|
3,000
|
|
|
8
|
|
|
—
|
|
|
3,008
|
|
||||
|
$
|
183,692
|
|
|
$
|
595
|
|
|
$
|
(2,148
|
)
|
|
$
|
182,139
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
U.S. government agencies
|
$
|
18,799
|
|
|
$
|
90
|
|
|
$
|
(28
|
)
|
|
$
|
18,861
|
|
U.S. government sponsored agencies
|
6,054
|
|
|
8
|
|
|
(1
|
)
|
|
$
|
6,061
|
|
|||
State and political subdivisions
|
40,470
|
|
|
896
|
|
|
(132
|
)
|
|
41,234
|
|
||||
Mortgage-backed securities -
|
|
|
|
|
|
|
|
||||||||
U.S. government-sponsored enterprises
|
30,958
|
|
|
65
|
|
|
(479
|
)
|
|
30,544
|
|
||||
Corporate debt
|
2,000
|
|
|
30
|
|
|
—
|
|
|
2,030
|
|
||||
|
$
|
98,281
|
|
|
$
|
1,089
|
|
|
$
|
(640
|
)
|
|
$
|
98,730
|
|
(Dollars in thousands)
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in one year or less
|
$
|
—
|
|
|
$
|
—
|
|
Due after one year through five years
|
—
|
|
|
—
|
|
||
Due after five years through ten years
|
6,802
|
|
|
6,801
|
|
||
Due after ten years
|
56,655
|
|
|
56,569
|
|
||
Total bonds and obligations
|
63,457
|
|
|
63,370
|
|
||
U.S. government agencies
|
25,161
|
|
|
24,794
|
|
||
U.S. government sponsored agencies
|
20,404
|
|
|
20,362
|
|
||
Mortgage-backed securities:
|
|
|
|
||||
U.S. government-sponsored enterprises
|
74,670
|
|
|
73,613
|
|
||
Total available for sale securities
|
$
|
183,692
|
|
|
$
|
182,139
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
Less Than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government agencies
|
$
|
18,998
|
|
|
$
|
(316
|
)
|
|
$
|
2,593
|
|
|
$
|
(55
|
)
|
|
$
|
21,591
|
|
|
$
|
(371
|
)
|
U.S. government sponsored agencies
|
10,348
|
|
|
(80
|
)
|
|
—
|
|
|
—
|
|
|
10,348
|
|
|
(80
|
)
|
||||||
State and political subdivisions
|
17,164
|
|
|
(204
|
)
|
|
18,785
|
|
|
(336
|
)
|
|
35,949
|
|
|
(540
|
)
|
||||||
Mortgage-backed securities -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored enterprises
|
30,547
|
|
|
(271
|
)
|
|
28,773
|
|
|
(886
|
)
|
|
59,320
|
|
|
(1,157
|
)
|
||||||
Total temporarily impaired securities
|
$
|
77,057
|
|
|
$
|
(871
|
)
|
|
$
|
50,151
|
|
|
$
|
(1,277
|
)
|
|
$
|
127,208
|
|
|
$
|
(2,148
|
)
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government agencies
|
$
|
5,280
|
|
|
$
|
(28
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
5,280
|
|
|
$
|
(28
|
)
|
US. government sponsored agencies
|
3,469
|
|
|
(1
|
)
|
|
—
|
|
|
—
|
|
|
3,469
|
|
|
(1
|
)
|
||||||
State and political subdivisions
|
5,212
|
|
|
(42
|
)
|
|
3,701
|
|
|
(90
|
)
|
|
8,913
|
|
|
(132
|
)
|
||||||
Mortgage-backed securities -
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
U.S. government-sponsored enterprises
|
8,403
|
|
|
(212
|
)
|
|
12,935
|
|
|
(267
|
)
|
|
21,338
|
|
|
(479
|
)
|
||||||
Total temporarily impaired securities
|
$
|
22,364
|
|
|
$
|
(283
|
)
|
|
$
|
16,636
|
|
|
$
|
(357
|
)
|
|
$
|
39,000
|
|
|
$
|
(640
|
)
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
Amortized
Cost
|
|
Gross
Unrealized
Gains
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
||||||||
December 31, 2018
|
|
|
|
|
|
|
|
||||||||
State and political subdivisions
|
$
|
4,078
|
|
|
$
|
74
|
|
|
$
|
—
|
|
|
$
|
4,152
|
|
December 31, 2017
|
|
|
|
|
|
|
|
||||||||
State and political subdivisions
|
$
|
5,304
|
|
|
$
|
127
|
|
|
$
|
(1
|
)
|
|
$
|
5,430
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
Amortized
Cost
|
|
Fair
Value
|
||||
Due in one year or less
|
$
|
1,279
|
|
|
$
|
1,279
|
|
Due after one year through five years
|
251
|
|
|
252
|
|
||
Due after five years through ten years
|
2,548
|
|
|
2,621
|
|
||
Due after ten years
|
—
|
|
|
—
|
|
||
Total held to maturity securities
|
$
|
4,078
|
|
|
$
|
4,152
|
|
|
Less Than 12 Months
|
|
12 Months or More
|
|
Total
|
||||||||||||||||||
(Dollars in thousands)
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
|
Fair
Value
|
|
Gross
Unrealized
Losses
|
||||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
State and political subdivisions
|
$
|
254
|
|
|
$
|
(1
|
)
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
254
|
|
|
$
|
(1
|
)
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
NOTE 6 – LOANS
|
(Dollars in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Commercial and industrial loans
|
$
|
81,709
|
|
|
$
|
54,759
|
|
Construction
|
142,321
|
|
|
42,484
|
|
||
Commercial real estate
|
878,449
|
|
|
551,445
|
|
||
Residential real estate
|
370,955
|
|
|
171,844
|
|
||
Consumer and other
|
2,393
|
|
|
1,130
|
|
||
|
1,475,827
|
|
|
821,662
|
|
||
Unearned net loan origination fees
|
(1,052
|
)
|
|
(962
|
)
|
||
Allowance for loan losses
|
(8,775
|
)
|
|
(7,335
|
)
|
||
Net loans receivable
|
$
|
1,466,000
|
|
|
$
|
813,365
|
|
(Dollars in thousands)
|
|
Year ended December 31, 2018
|
||
Accretable yield, beginning balance
|
|
$
|
—
|
|
Acquisition of impaired loans
|
|
846
|
|
|
Accretable yield amortized to interest income
|
|
(307
|
)
|
|
Reclassification from non-accretable difference
|
|
—
|
|
|
Accretable yield, ending balance
|
|
$
|
539
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
NOTE 7 – ALLOWANCE FOR LOAN LOSSES AND CREDIT QUALITY OF FINANCING RECEIVABLES
|
(Dollars in thousands)
|
Commercial
and
Industrial
|
|
Construction
|
|
Commercial
Real
Estate
|
|
Residential
Real
Estate
|
|
Consumer
and
Other
|
|
Unallocated
|
|
Total
|
||||||||||||||
Year Ended:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beginning balance
|
$
|
208
|
|
|
$
|
336
|
|
|
$
|
5,185
|
|
|
$
|
1,032
|
|
|
$
|
26
|
|
|
$
|
548
|
|
|
$
|
7,335
|
|
Charge-offs
|
(11
|
)
|
|
—
|
|
|
(26
|
)
|
|
(22
|
)
|
|
(69
|
)
|
|
—
|
|
|
(128
|
)
|
|||||||
Recoveries
|
3
|
|
|
—
|
|
|
17
|
|
|
91
|
|
|
20
|
|
|
—
|
|
|
131
|
|
|||||||
Provision
|
403
|
|
|
327
|
|
|
399
|
|
|
270
|
|
|
46
|
|
|
(8
|
)
|
|
1,437
|
|
|||||||
Ending balance
|
$
|
603
|
|
|
$
|
663
|
|
|
$
|
5,575
|
|
|
$
|
1,371
|
|
|
$
|
23
|
|
|
$
|
540
|
|
|
$
|
8,775
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beginning balance
|
$
|
110
|
|
|
359
|
|
|
$
|
3,932
|
|
|
$
|
899
|
|
|
$
|
19
|
|
|
$
|
1,377
|
|
|
$
|
6,696
|
|
|
Charge-offs
|
(13
|
)
|
|
—
|
|
|
(874
|
)
|
|
(49
|
)
|
|
(37
|
)
|
|
—
|
|
|
(973
|
)
|
|||||||
Recoveries
|
2
|
|
|
—
|
|
|
7
|
|
|
10
|
|
|
7
|
|
|
—
|
|
|
26
|
|
|||||||
Provision
|
109
|
|
|
(23
|
)
|
|
2,120
|
|
|
172
|
|
|
37
|
|
|
(829
|
)
|
|
1,586
|
|
|||||||
Ending balance
|
$
|
208
|
|
|
$
|
336
|
|
|
$
|
5,185
|
|
|
$
|
1,032
|
|
|
$
|
26
|
|
|
$
|
548
|
|
|
$
|
7,335
|
|
|
Allowance for Loan Losses
|
|
Loans Receivable
|
||||||||||||||||||||
(Dollars in thousands)
|
Balance
|
|
Balance
Related to
Loans
Individually
Evaluated for
Impairment
|
|
Balance
Related to
Loans
Collectively
Evaluated for
Impairment
|
|
Balance
|
|
Individually
Evaluated for
Impairment
|
|
Collectively
Evaluated for
Impairment
|
||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
603
|
|
|
$
|
152
|
|
|
$
|
451
|
|
|
$
|
81,709
|
|
|
$
|
372
|
|
|
$
|
81,337
|
|
Construction
|
663
|
|
|
—
|
|
|
$
|
663
|
|
|
142,321
|
|
|
—
|
|
|
$
|
142,321
|
|
||||
Commercial real estate
|
5,575
|
|
|
274
|
|
|
$
|
5,301
|
|
|
878,449
|
|
|
15,760
|
|
|
$
|
862,689
|
|
||||
Residential real estate
|
1,371
|
|
|
89
|
|
|
$
|
1,282
|
|
|
370,955
|
|
|
4,572
|
|
|
$
|
366,383
|
|
||||
Consumer and other loans
|
23
|
|
|
—
|
|
|
$
|
23
|
|
|
2,393
|
|
|
—
|
|
|
2,393
|
|
|||||
Unallocated
|
540
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
8,775
|
|
|
$
|
515
|
|
|
$
|
7,720
|
|
|
$
|
1,475,827
|
|
|
$
|
20,704
|
|
|
$
|
1,455,123
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Commercial and industrial
|
$
|
208
|
|
|
$
|
—
|
|
|
$
|
208
|
|
|
$
|
54,759
|
|
|
$
|
20
|
|
|
$
|
54,739
|
|
Construction
|
336
|
|
|
—
|
|
|
$
|
336
|
|
|
42,484
|
|
|
—
|
|
|
$
|
42,484
|
|
||||
Commercial real estate
|
5,185
|
|
|
28
|
|
|
$
|
5,157
|
|
|
551,445
|
|
|
4,763
|
|
|
$
|
546,682
|
|
||||
Residential real estate
|
1,032
|
|
|
10
|
|
|
$
|
1,022
|
|
|
171,844
|
|
|
2,064
|
|
|
$
|
169,780
|
|
||||
Consumer and other loans
|
26
|
|
|
—
|
|
|
$
|
26
|
|
|
1,130
|
|
|
—
|
|
|
$
|
1,130
|
|
||||
Unallocated
|
548
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total
|
$
|
7,335
|
|
|
$
|
38
|
|
|
$
|
6,749
|
|
|
$
|
821,662
|
|
|
$
|
6,847
|
|
|
$
|
814,815
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
30-59 Days
Past Due
|
|
60-89 days
Past Due
|
|
Greater
Than
90 Days (a)
|
|
Total Past
Due
|
|
Current
|
|
Total
Financing
Receivables
|
|
Recorded
Investment
> 90 Days
and
Accruing
|
||||||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
491
|
|
|
$
|
—
|
|
|
$
|
372
|
|
|
$
|
863
|
|
|
$
|
80,846
|
|
|
$
|
81,709
|
|
|
$
|
—
|
|
Construction
|
—
|
|
|
582
|
|
|
—
|
|
|
582
|
|
|
141,739
|
|
|
$
|
142,321
|
|
|
—
|
|
||||||
Commercial real estate
|
2,282
|
|
|
—
|
|
|
15,760
|
|
|
18,042
|
|
|
860,407
|
|
|
$
|
878,449
|
|
|
—
|
|
||||||
Residential real estate
|
393
|
|
|
35
|
|
|
4,572
|
|
|
5,000
|
|
|
365,955
|
|
|
$
|
370,955
|
|
|
—
|
|
||||||
Consumer and other
|
4
|
|
|
1
|
|
|
—
|
|
|
5
|
|
|
2,388
|
|
|
$
|
2,393
|
|
|
—
|
|
||||||
Total
|
$
|
3,170
|
|
|
$
|
618
|
|
|
$
|
20,704
|
|
|
$
|
24,492
|
|
|
$
|
1,451,335
|
|
|
$
|
1,475,827
|
|
|
$
|
—
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
54,739
|
|
|
$
|
54,759
|
|
|
$
|
—
|
|
Construction
|
—
|
|
|
—
|
|
|
105
|
|
|
105
|
|
|
42,379
|
|
|
$
|
42,484
|
|
|
—
|
|
||||||
Commercial real estate
|
4,935
|
|
|
126
|
|
|
4,313
|
|
|
9,374
|
|
|
542,071
|
|
|
$
|
551,445
|
|
|
—
|
|
||||||
Residential real estate
|
1,304
|
|
|
122
|
|
|
1,582
|
|
|
3,008
|
|
|
168,836
|
|
|
$
|
171,844
|
|
|
—
|
|
||||||
Consumer and other
|
8
|
|
|
1
|
|
|
—
|
|
|
9
|
|
|
1,121
|
|
|
$
|
1,130
|
|
|
—
|
|
||||||
Total
|
$
|
6,247
|
|
|
$
|
249
|
|
|
$
|
6,020
|
|
|
$
|
12,516
|
|
|
$
|
809,146
|
|
|
$
|
821,662
|
|
|
$
|
—
|
|
(a) includes loans greater than 90 days past due and still accruing and non-accrual loans. At both December 31, 2018 and 2017, there were no loans 90 days past due and still accruing.
|
(Dollars in thousands)
|
December 31, 2018
|
|
December 31, 2017
|
||||
Commercial and industrial
|
$
|
372
|
|
|
$
|
20
|
|
Construction
|
—
|
|
|
105
|
|
||
Commercial real estate
|
15,760
|
|
|
4,313
|
|
||
Residential real estate
|
4,572
|
|
|
1,582
|
|
||
Consumer and other
|
—
|
|
|
—
|
|
||
Total
|
$
|
20,704
|
|
|
$
|
6,020
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
Pass
|
|
Special
Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
80,977
|
|
|
$
|
32
|
|
|
$
|
700
|
|
|
$
|
—
|
|
|
$
|
81,709
|
|
Construction
|
141,871
|
|
|
—
|
|
|
450
|
|
|
—
|
|
|
$
|
142,321
|
|
||||
Commercial real estate
|
855,180
|
|
|
3,908
|
|
|
19,361
|
|
|
—
|
|
|
$
|
878,449
|
|
||||
|
$
|
1,078,028
|
|
|
$
|
3,940
|
|
|
$
|
20,511
|
|
|
$
|
—
|
|
|
$
|
1,102,479
|
|
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
54,405
|
|
|
$
|
189
|
|
|
$
|
165
|
|
|
$
|
—
|
|
|
$
|
54,759
|
|
Construction
|
42,379
|
|
|
105
|
|
|
—
|
|
|
—
|
|
|
$
|
42,484
|
|
||||
Commercial real estate
|
537,636
|
|
|
3,508
|
|
|
10,301
|
|
|
—
|
|
|
$
|
551,445
|
|
||||
|
$
|
634,420
|
|
|
$
|
3,802
|
|
|
$
|
10,466
|
|
|
$
|
—
|
|
|
$
|
648,688
|
|
(Dollars in thousands)
|
Residential Real Estate
|
|
Consumer
|
||||
December 31, 2018
|
|
|
|
||||
Performing
|
$
|
366,408
|
|
|
$
|
2,393
|
|
Non-Performing
|
4,547
|
|
|
—
|
|
||
Total
|
$
|
370,955
|
|
|
$
|
2,393
|
|
|
|
|
|
||||
December 31, 2017
|
|
|
|
||||
Performing
|
$
|
168,837
|
|
|
$
|
1,130
|
|
Non-Performing
|
3,007
|
|
|
—
|
|
||
Total
|
$
|
171,844
|
|
|
$
|
1,130
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
—
|
|
|
$
|
10
|
|
|
$
|
—
|
|
|
$
|
4
|
|
|
$
|
—
|
|
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|||||
Commercial real estate
|
13,745
|
|
|
13,745
|
|
|
—
|
|
|
9,774
|
|
|
102
|
|
|||||
Residential real estate
|
2,790
|
|
|
2,790
|
|
|
—
|
|
|
3,082
|
|
|
48
|
|
|||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
372
|
|
|
572
|
|
|
152
|
|
|
195
|
|
|
—
|
|
|||||
Commercial real estate
|
2,015
|
|
|
2,437
|
|
|
274
|
|
|
1,291
|
|
|
4
|
|
|||||
Residential real estate
|
1,782
|
|
|
2,329
|
|
|
89
|
|
|
714
|
|
|
—
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
372
|
|
|
582
|
|
|
152
|
|
|
199
|
|
|
—
|
|
|||||
Construction
|
—
|
|
|
—
|
|
|
—
|
|
|
21
|
|
|
—
|
|
|||||
Commercial real estate
|
15,760
|
|
|
16,182
|
|
|
274
|
|
|
11,065
|
|
|
106
|
|
|||||
Residential real estate
|
4,572
|
|
|
5,119
|
|
|
89
|
|
|
3,796
|
|
|
48
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
20,704
|
|
|
$
|
21,883
|
|
|
$
|
515
|
|
|
$
|
15,081
|
|
|
$
|
154
|
|
(Dollars in thousands)
|
Recorded
Investment
|
|
Unpaid
Principal
Balance
|
|
Related
Allowance
|
|
Average
Recorded
Investment
|
|
Interest
Income
Recognized
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
$
|
20
|
|
|
$
|
20
|
|
|
$
|
—
|
|
|
$
|
20
|
|
|
$
|
—
|
|
Commercial real estate
|
3,834
|
|
|
4,158
|
|
|
—
|
|
|
3,217
|
|
|
31
|
|
|||||
Residential real estate
|
1,844
|
|
|
1,877
|
|
|
—
|
|
|
1,731
|
|
|
20
|
|
|||||
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
—
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
—
|
|
|||||
Commercial real estate
|
929
|
|
|
1,392
|
|
|
28
|
|
|
1,557
|
|
|
8
|
|
|||||
Residential real estate
|
220
|
|
|
223
|
|
|
10
|
|
|
191
|
|
|
1
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total:
|
|
|
|
|
|
|
|
|
|
||||||||||
Commercial and industrial
|
20
|
|
|
20
|
|
|
—
|
|
|
23
|
|
|
—
|
|
|||||
Commercial real estate
|
4,763
|
|
|
5,550
|
|
|
28
|
|
|
4,774
|
|
|
39
|
|
|||||
Residential real estate
|
2,064
|
|
|
2,100
|
|
|
10
|
|
|
1,922
|
|
|
21
|
|
|||||
Consumer and other
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
|
$
|
6,847
|
|
|
$
|
7,670
|
|
|
$
|
38
|
|
|
$
|
6,719
|
|
|
$
|
60
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
Commercial Real Estate
|
|
Residential Real Estate
|
|
Total
|
||||||
December 31, 2018
|
|
|
|
|
|
||||||
Performing
|
$
|
431
|
|
|
$
|
475
|
|
|
$
|
906
|
|
Non-performing
|
1,531
|
|
|
517
|
|
|
2,048
|
|
|||
Total
|
$
|
1,962
|
|
|
$
|
992
|
|
|
$
|
2,954
|
|
December 31, 2017
|
|
|
|
|
|
||||||
Performing
|
$
|
449
|
|
|
$
|
483
|
|
|
$
|
932
|
|
Non-performing
|
1,594
|
|
|
242
|
|
|
1,836
|
|
|||
Total
|
$
|
2,043
|
|
|
$
|
725
|
|
|
$
|
2,768
|
|
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
||||
(Dollars in thousands)
|
|
|
|
|
|
|
||||
December 31, 2018
|
|
|
|
|
|
|
||||
Residential real estate
|
|
1
|
|
$
|
514
|
|
|
$
|
306
|
|
|
|
|
|
|
|
|
||||
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
||||
(Dollars in thousands)
|
|
|
|
|
|
|
||||
December 31, 2017
|
|
|
|
|
|
|
||||
Residential real estate
|
|
3
|
|
$
|
637
|
|
|
$
|
615
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
NOTE 8 – PREMISES AND EQUIPMENT
|
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Land and land improvements
|
$
|
3,378
|
|
|
$
|
1,740
|
|
Building and building improvements
|
15,194
|
|
|
6,744
|
|
||
Leasehold improvements
|
3,351
|
|
|
2,182
|
|
||
Furniture, fixtures and equipment
|
8,382
|
|
|
6,048
|
|
||
Assets in progress
|
879
|
|
|
172
|
|
||
|
31,184
|
|
|
16,886
|
|
||
Accumulated depreciation
|
(11,969
|
)
|
|
(8,497
|
)
|
||
Premises and equipment, net
|
$
|
19,215
|
|
|
$
|
8,389
|
|
NOTE 9 – GOODWILL AND OTHER INTANGIBLES
|
For the Year Ended
|
|
Amortization Expense
|
||
2019
|
|
$
|
405
|
|
2020
|
|
364
|
|
|
2021
|
|
320
|
|
|
2022
|
|
277
|
|
|
2023
|
|
234
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
NOTE 10 – DEPOSITS
|
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Demand, non-interest bearing
|
$
|
259,807
|
|
|
$
|
146,167
|
|
Savings, money market and interest-bearing demand
|
705,258
|
|
|
417,527
|
|
||
Time deposits less than $100 thousand
|
205,372
|
|
|
84,299
|
|
||
Time deposits $100 thousand and over
|
183,502
|
|
|
114,498
|
|
||
Total deposits
|
$
|
1,353,939
|
|
|
$
|
762,491
|
|
NOTE 11 – BORROWINGS
|
(Dollars in thousands)
|
Borrowing
Institution
|
|
Interest
Rate
|
|
Balance at December 31,
|
||||||
Maturity Date
|
|
|
2018
|
|
2017
|
||||||
January 16, 2018
|
FHLBNY
|
|
1.18%
|
|
$
|
—
|
|
|
$
|
5,000
|
|
July 17, 2018
|
FHLBNY
|
|
1.65%
|
|
—
|
|
|
5,000
|
|
||
September 19, 2018
|
FHLBNY
|
|
1.83%
|
|
—
|
|
|
5,000
|
|
||
January 8, 2019
|
FHLBNY
|
|
1.68%
|
|
1,000
|
|
|
—
|
|
||
February 4, 2019
|
FHLBNY
|
|
1.53%
|
|
5,000
|
|
|
5,000
|
|
||
February 8, 2019
|
FHLBNY
|
|
1.70%
|
|
1,000
|
|
|
—
|
|
||
March 18, 2019
|
FHLBNY
|
|
1.45%
|
|
949
|
|
|
—
|
|
||
April 8, 2019
|
FHLBNY
|
|
1.73%
|
|
1,170
|
|
|
—
|
|
||
May 30, 2019
|
FHLBNY
|
|
1.91%
|
|
1,005
|
|
|
—
|
|
||
May 7, 2019
|
FHLBNY
|
|
2.39%
|
|
1,250
|
|
|
—
|
|
||
June 12, 2019
|
FHLBNY
|
|
1.52%
|
|
1,000
|
|
|
—
|
|
||
July 30, 2019
|
FHLBNY
|
|
2.19%
|
|
1,000
|
|
|
—
|
|
||
August 2, 2019
|
FHLBNY
|
|
1.05%
|
|
2,500
|
|
|
—
|
|
||
September 30, 2019
|
FHLBNY
|
|
2.21%
|
|
1,000
|
|
|
—
|
|
||
October 30, 2019
|
FHLBNY
|
|
2.22%
|
|
746
|
|
|
—
|
|
||
November 8, 2019
|
FHLBNY
|
|
2.38%
|
|
1,000
|
|
|
—
|
|
||
December 9, 2019
|
FHLBNY
|
|
2.39%
|
|
1,000
|
|
|
—
|
|
||
January 15, 2020
|
FHLBNY
|
|
1.66%
|
|
5,000
|
|
|
5,000
|
|
||
March 9, 2020
|
FHLBNY
|
|
2.43%
|
|
1,000
|
|
|
—
|
|
||
May 7, 2020
|
FHLBNY
|
|
2.68%
|
|
1,045
|
|
|
—
|
|
||
May 7, 2020
|
FHLBNY
|
|
2.68%
|
|
308
|
|
|
—
|
|
||
June 12, 2020
|
FHLBNY
|
|
1.69%
|
|
741
|
|
|
—
|
|
||
June 15, 2020
|
FHLBNY
|
|
2.69%
|
|
1,000
|
|
|
—
|
|
||
July 14, 2020
|
FHLBNY
|
|
2.70%
|
|
789
|
|
|
—
|
|
||
July 14, 2020
|
FHLBNY
|
|
2.70%
|
|
520
|
|
|
—
|
|
||
September 8, 2020
|
FHLBNY
|
|
2.51%
|
|
680
|
|
|
—
|
|
||
October 5, 2020
|
FHLBNY
|
|
1.78%
|
|
5,000
|
|
|
5,000
|
|
||
December 23, 2020
|
FHLBNY
|
|
2.79%
|
|
852
|
|
|
—
|
|
||
January 20, 2021 (1)
|
FHLBNY
|
|
2.07%
|
|
5,000
|
|
|
5,000
|
|
||
March 23, 2021
|
FHLBNY
|
|
2.83%
|
|
1,200
|
|
|
—
|
|
||
June 23, 2021
|
FHLBNY
|
|
3.07%
|
|
2,000
|
|
|
—
|
|
||
Fair value adjustment on acquired borrowings
|
|
|
|
|
(144
|
)
|
|
—
|
|
||
|
|
|
|
|
$
|
44,611
|
|
|
$
|
35,000
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
|
||
Within one year
|
$
|
19,476
|
|
One to two years
|
16,935
|
|
|
Two to three years
|
8,200
|
|
|
Three to four years
|
—
|
|
|
Four to five years
|
—
|
|
|
After five years
|
—
|
|
|
|
$
|
44,611
|
|
|
December 31, 2018
|
||||||||||
|
Notional/
Contract
Amount
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Expiration
Date
|
||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments
Interest rate swaps by effective date:
|
|
|
|
|
|
|
|
|
|||
March 15, 2016
|
$
|
12,500
|
|
|
$
|
768
|
|
|
Other Assets
|
|
March 15, 2026
|
December 15, 2016
|
5,000
|
|
|
246
|
|
|
Other Assets
|
|
December 15, 2026
|
||
June 15, 2017
|
6,000
|
|
|
285
|
|
|
Other Assets
|
|
June 15, 2027
|
||
December 15, 2017
|
10,000
|
|
|
554
|
|
|
Other Assets
|
|
December 15, 2027
|
||
December 15, 2017
|
5,000
|
|
|
261
|
|
|
Other Assets
|
|
December 15, 2027
|
||
September 15, 2018
|
20,000
|
|
|
(176
|
)
|
|
Other Assets
|
|
September 15, 2021
|
||
September 15, 2018
|
20,000
|
|
|
(266
|
)
|
|
Other Assets
|
|
September 15, 2022
|
||
September 15, 2018
|
17,500
|
|
|
(134
|
)
|
|
Other Assets
|
|
September 15, 2021
|
||
September 15, 2018
|
17,500
|
|
|
(203
|
)
|
|
Other Assets
|
|
September 15, 2022
|
||
Total
|
$
|
113,500
|
|
|
$
|
1,335
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
|
December 31, 2017
|
||||||||||
|
Notional/
Contract
Amount
|
|
Fair
Value
|
|
Balance
Sheet
Location
|
|
Expiration
Date
|
||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
||
Derivatives designated as hedging instruments
Interest rate swaps by effective date:
|
|
|
|
|
|
|
|
|
|||
March 15, 2016
|
$
|
12,500
|
|
|
$
|
610
|
|
|
Other Assets
|
|
March 15, 2026
|
December 15, 2016
|
5,000
|
|
|
161
|
|
|
Other Assets
|
|
December 15, 2026
|
||
June 15, 2017
|
6,000
|
|
|
170
|
|
|
Other Assets
|
|
June 15, 2027
|
||
December 15, 2017
|
10,000
|
|
|
352
|
|
|
Other Assets
|
|
December 15, 2027
|
||
December 15, 2017
|
5,000
|
|
|
158
|
|
|
Other Assets
|
|
December 15, 2027
|
||
Total
|
$
|
38,500
|
|
|
$
|
1,451
|
|
|
|
|
|
|
Year Ended December 31, 2018
|
||||||||
|
Amount of Gain
Recognized in OCI
on
Derivatives, net of
Tax
(Effective Portion)
|
|
Location of Gain
(Loss) Recognized in
Income of
Derivatives
(Ineffective Portion)
|
|
Amount of Gain (Loss)
Recognized in Income of
Derivatives
(Ineffective Portion)
|
||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
||
Derivatives in cash flow hedges
Interest rate swaps by effective
date:
|
|
|
|
|
|
|
|
||
March 15, 2016
|
$
|
110
|
|
|
Not applicable
|
|
$
|
—
|
|
December 15, 2016
|
60
|
|
|
Not applicable
|
|
—
|
|
||
June 15, 2017
|
80
|
|
|
Not applicable
|
|
—
|
|
||
December 15, 2017
|
141
|
|
|
Not applicable
|
|
—
|
|
||
December 15, 2017
|
72
|
|
|
Not applicable
|
|
—
|
|
||
September 15, 2018
|
(123
|
)
|
|
Not applicable
|
|
—
|
|
||
September 15, 2018
|
(186
|
)
|
|
Not applicable
|
|
—
|
|
||
September 15, 2018
|
(94
|
)
|
|
Not applicable
|
|
—
|
|
||
September 15, 2018
|
(142
|
)
|
|
Not applicable
|
|
—
|
|
||
Total
|
$
|
(82
|
)
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
||||
|
Year Ended December 31, 2017
|
||||||||
|
Amount of Gain
Recognized in OCI
on
Derivatives, net of
Tax
(Effective Portion)
|
|
Location of Gain
(Loss) Recognized in
Income of
Derivatives
(Ineffective Portion)
|
|
Amount of Gain (Loss)
Recognized in Income of
Derivatives
(Ineffective Portion)
|
||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
||
Derivatives in cash flow hedges
Interest rate swaps by effective
date:
|
|
|
|
|
|
|
|
||
March 15, 2016
|
$
|
(11
|
)
|
|
Not applicable
|
|
$
|
—
|
|
December 15, 2016
|
(1
|
)
|
|
Not applicable
|
|
—
|
|
||
June 15, 2017
|
(19
|
)
|
|
Not applicable
|
|
—
|
|
||
December 15, 2017
|
(57
|
)
|
|
Not applicable
|
|
—
|
|
||
December 15, 2017
|
(29
|
)
|
|
Not applicable
|
|
—
|
|
||
Total
|
$
|
(117
|
)
|
|
|
|
$
|
—
|
|
|
|
|
|
|
|
|
Gross Amounts Not Offset
|
|
|
||||||||||||
|
Gross Amounts Recognized
|
|
Gross Amounts Offset
|
|
Net Amounts Presented
|
|
Financial Instruments
|
|
Cash Collateral Posted
|
|
Net Amount
|
||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Rate Swaps
|
$
|
2,114
|
|
|
—
|
|
|
$
|
1,672
|
|
|
—
|
|
|
$
|
2,460
|
|
|
$
|
(788
|
)
|
Total
|
$
|
2,114
|
|
|
—
|
|
|
$
|
1,672
|
|
|
—
|
|
|
$
|
2,460
|
|
|
$
|
(788
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Rate Swaps
|
$
|
(779
|
)
|
|
—
|
|
|
$
|
(337
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(337
|
)
|
|
Total
|
$
|
(779
|
)
|
|
—
|
|
|
$
|
(337
|
)
|
|
—
|
|
|
—
|
|
|
$
|
(337
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Rate Swaps
|
$
|
1,451
|
|
|
—
|
|
|
$
|
1,451
|
|
|
—
|
|
|
$
|
1,200
|
|
|
$
|
251
|
|
Total
|
$
|
1,451
|
|
|
—
|
|
|
$
|
1,451
|
|
|
—
|
|
|
$
|
1,200
|
|
|
$
|
251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest Rate Swaps
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
NOTE 13 – SUBORDINATED DEBENTURES AND MANDATORY REDEEMABLE CAPITAL DEBENTURES
|
NOTE 14 – LEASE COMMITMENTS AND TOTAL RENTAL EXPENSE
|
NOTE 15 – EMPLOYEE BENEFIT PLANS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
NOTE 16 – COMPREHENSIVE INCOME AND ACCUMULATED OTHER COMPREHENSIVE INCOME
|
|
Year Ended December 31, 2018
|
|
Year Ended December 31, 2017
|
||||||||||||||||||||
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
|
Before Tax
|
|
Tax Effect
|
|
Net of Tax
|
||||||||||||
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Other comprehensive (loss) income:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fair value adjustments on derivatives
|
$
|
(116
|
)
|
|
$
|
(33
|
)
|
|
$
|
(83
|
)
|
|
$
|
(196
|
)
|
|
$
|
(78
|
)
|
|
$
|
(118
|
)
|
Fair value adjustments on retirement benefits
|
11
|
|
|
3
|
|
|
8
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Unrealized (loss) gains on available for sale securities
|
(1,966
|
)
|
|
(512
|
)
|
|
(1,454
|
)
|
|
1,682
|
|
|
672
|
|
|
1,010
|
|
||||||
Reclassification adjustment for net loss (gains) on securities transactions included in net income
|
(36
|
)
|
|
(11
|
)
|
|
(25
|
)
|
|
9
|
|
|
4
|
|
|
5
|
|
||||||
Total other comprehensive income
|
$
|
(2,107
|
)
|
|
$
|
(553
|
)
|
|
$
|
(1,554
|
)
|
|
$
|
1,495
|
|
|
$
|
598
|
|
|
$
|
897
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Unrealized (loss) gain on available for sale investments
|
$
|
(1,152
|
)
|
|
$
|
270
|
|
Unrealized gain on derivative instruments
|
977
|
|
|
870
|
|
||
Unrealized gain on retirement benefits
|
8
|
|
|
—
|
|
||
Reclassification due to the adoption of ASU 2018-02
|
—
|
|
|
247
|
|
||
Accumulated other comprehensive (loss) income
|
$
|
(167
|
)
|
|
$
|
1,387
|
|
NOTE 17 – EARNINGS PER SHARE
|
(In thousands, except share and per share data)
|
Income
(Numerator)
|
|
Shares
(Denominator)
|
|
Per Share
Amount
|
|||||
Year Ended December 31, 2018:
|
|
|
|
|
|
|||||
Shares Outstanding (weighted average)
|
|
|
7,874,676
|
|
|
|
||||
Shares held by Rabbi Trust
|
|
|
99,029
|
|
|
|
||||
Share liability under deferred compensation agreement
|
|
|
(99,029
|
)
|
|
|
||||
Basic earnings per share:
|
|
|
|
|
|
|||||
Net earnings applicable to common stockholders
|
$
|
9,923
|
|
|
7,874,676
|
|
|
$
|
1.26
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Unvested stock awards
|
—
|
|
|
46,593
|
|
|
|
|||
Diluted earnings per share:
|
|
|
|
|
|
|||||
Net income applicable to common stockholders and assumed conversions
|
$
|
9,923
|
|
|
7,921,269
|
|
|
$
|
1.25
|
|
Year Ended December 31, 2017:
|
|
|
|
|
|
|||||
Shares Outstanding (weighted average)
|
|
|
5,359,430
|
|
|
|
||||
Shares held by Rabbi Trust
|
|
|
93,977
|
|
|
|
||||
Share liability under deferred compensation agreement
|
|
|
(93,977
|
)
|
|
|
||||
Basic earnings per share:
|
|
|
|
|
|
|||||
Net earnings applicable to common stockholders
|
$
|
5,691
|
|
|
5,359,430
|
|
|
$
|
1.06
|
|
Effect of dilutive securities:
|
|
|
|
|
|
|||||
Unvested stock awards
|
—
|
|
|
44,951
|
|
|
|
|||
Diluted earnings per share:
|
|
|
|
|
|
|||||
Net income applicable to common stockholders and assumed conversions
|
$
|
5,691
|
|
|
5,404,381
|
|
|
$
|
1.05
|
|
NOTE 18 – STOCK INCENTIVE PLANS
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
2018
|
|
2017
|
||||||||||
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
|
Number of
Shares
|
|
Weighted
Average
Grant Date
Fair Value
|
||||||
Unvested restricted stock, beginning of year
|
85,761
|
|
|
$
|
18.34
|
|
|
80,743
|
|
|
$
|
10.51
|
|
Granted (vesting period between 3-5 years)
|
50,045
|
|
|
28.85
|
|
|
53,554
|
|
|
22.02
|
|
||
Forfeited
|
(4,148
|
)
|
|
17.66
|
|
|
(4,057
|
)
|
|
12.58
|
|
||
Vested
|
(34,193
|
)
|
|
16.39
|
|
|
(44,479
|
)
|
|
9.09
|
|
||
Unvested restricted stock, end of period
|
97,465
|
|
|
$
|
24.45
|
|
|
85,761
|
|
|
$
|
18.34
|
|
|
Number of
Shares
|
|
Weighted
Average
Exercise
Price per
Share
|
|
Weighted
Average
Contractual
Term
|
|
Aggregate
Intrinsic
Value
|
|||||
Outstanding, December 31, 2016
|
69,123
|
|
|
$
|
11.10
|
|
|
|
|
|
||
Options granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding, December 31, 2017
|
69,123
|
|
|
11.10
|
|
|
|
|
|
|||
Options granted
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options expired
|
—
|
|
|
—
|
|
|
|
|
|
|||
Options exercised
|
—
|
|
|
—
|
|
|
|
|
|
|||
Outstanding, December 31, 2018
|
69,123
|
|
|
$
|
11.10
|
|
|
6.4
|
|
$
|
645,686
|
|
Exercisable, December 31, 2018
|
42,629
|
|
|
$
|
10.72
|
|
|
6.2
|
|
$
|
414,504
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
Exercise
Price
|
|
Number
Outstanding
|
|
Weighted
Average Remaining
Life (Years)
|
|
Number
Exercisable
|
|||
9.97
|
|
|
32,000
|
|
|
5.9
|
|
25,600
|
|
10.25
|
|
|
10,907
|
|
|
6.1
|
|
6,543
|
|
12.83
|
|
|
26,216
|
|
|
7.2
|
|
10,486
|
|
|
|
69,123
|
|
|
6.4
|
|
42,629
|
|
NOTE 19 – INCOME TAXES
|
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Current:
|
|
|
|
||||
Federal
|
$
|
2,112
|
|
|
$
|
2,859
|
|
State
|
1,393
|
|
|
983
|
|
||
|
3,505
|
|
|
3,842
|
|
||
Deferred:
|
|
|
|
||||
Federal
|
(51
|
)
|
|
741
|
|
||
State
|
(395
|
)
|
|
(104
|
)
|
||
|
(446
|
)
|
|
637
|
|
||
|
$
|
3,059
|
|
|
$
|
4,479
|
|
(Dollars in thousands)
|
2018
|
|
2017
|
||||||||||
Federal income tax at statutory rate
|
$
|
2,726
|
|
|
21
|
%
|
|
$
|
3,458
|
|
|
34
|
%
|
Tax exempt interest
|
(371
|
)
|
|
(3
|
)
|
|
(438
|
)
|
|
(4
|
)
|
||
State income tax, net of federal income tax effect
|
788
|
|
|
6
|
|
|
580
|
|
|
6
|
|
||
Rate change impact
|
—
|
|
|
—
|
|
|
942
|
|
|
9
|
|
||
Bank owned life insurance
|
(160
|
)
|
|
(1
|
)
|
|
(178
|
)
|
|
(2
|
)
|
||
M&A expenses
|
171
|
|
|
1
|
|
|
263
|
|
|
3
|
|
||
Other
|
(95
|
)
|
|
—
|
|
|
(148
|
)
|
|
(2
|
)
|
||
|
$
|
3,059
|
|
|
24
|
%
|
|
$
|
4,479
|
|
|
44
|
%
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Deferred tax assets:
|
|
|
|
||||
Allowance for loan losses
|
$
|
2,069
|
|
|
$
|
2,016
|
|
Deferred compensation
|
462
|
|
|
357
|
|
||
Deferred Fees
|
—
|
|
|
3
|
|
||
Foreclosed real estate
|
99
|
|
|
186
|
|
||
Restricted stock
|
258
|
|
|
188
|
|
||
Unrealized loss on securities available for sale
|
401
|
|
|
—
|
|
||
Other
|
759
|
|
|
468
|
|
||
Total deferred tax assets
|
4,048
|
|
|
3,218
|
|
||
Deferred tax liabilities:
|
|
|
|
||||
Depreciation
|
(26
|
)
|
|
(448
|
)
|
||
Prepaid expenses
|
(66
|
)
|
|
(32
|
)
|
||
Purchase accounting
|
(51
|
)
|
|
—
|
|
||
Unrealized gain on retirement benefit plan
|
(3
|
)
|
|
—
|
|
||
Unrealized gain on securities, available for sale
|
—
|
|
|
(122
|
)
|
||
Unrealized gain on interest rate swaps
|
(358
|
)
|
|
(391
|
)
|
||
Total deferred tax liabilities
|
(504
|
)
|
|
(993
|
)
|
||
Net deferred tax asset, included in other assets
|
$
|
3,544
|
|
|
$
|
2,225
|
|
NOTE 20 – TRANSACTIONS WITH EXECUTIVE OFFICERS, DIRECTORS AND PRINCIPAL STOCKHOLDERS
|
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Balance, beginning
|
$
|
21,564
|
|
|
$
|
10,332
|
|
Disbursements
|
9,852
|
|
|
12,306
|
|
||
Repayments and other
|
(2,493
|
)
|
|
(1,074
|
)
|
||
Balance, ending
|
$
|
28,923
|
|
|
$
|
21,564
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
NOTE 21 – FINANCIAL INSTRUMENTS WITH OFF-BALANCE SHEET RISK
|
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Commitments to grant loans
|
$
|
87,722
|
|
|
$
|
87,630
|
|
Unfunded commitments under lines of credit
|
184,523
|
|
|
93,555
|
|
||
Outstanding standby letters of credit
|
1,376
|
|
|
485
|
|
NOTE 22 – REVENUE RECOGNITION
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
(Dollars In Thousands)
|
|
Year Ended December 31,
|
||||||
|
|
2018
|
|
2017
|
||||
Other income:
|
|
|
|
|
||||
Service fees on deposit accounts
|
|
$
|
1,290
|
|
|
$
|
1,123
|
|
ATM and debit card fees
|
|
983
|
|
|
777
|
|
||
Bank-owned life insurance (1)
|
|
761
|
|
|
522
|
|
||
Insurance commissions and fees
|
|
6,640
|
|
|
5,326
|
|
||
Investment brokerage fees (1)
|
|
104
|
|
|
24
|
|
||
Net gain (loss) on sales of securities (1)
|
|
36
|
|
|
(9
|
)
|
||
Net gain on sale and disposal of premises and equipment (1)
|
|
9
|
|
|
7
|
|
||
Other
|
|
926
|
|
|
515
|
|
||
Total Other Income
|
|
$
|
10,749
|
|
|
$
|
8,285
|
|
|
|
|
|
|
||||
(1) Not within the scope of ASC 606.
|
NOTE 23 – STOCKHOLDERS' EQUITY, CAPITAL AND REGULATORY MATTERS |
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
|
Actual
|
|
For Capital Adequacy
Purposes plus Capital Conservation Buffer
|
|
To be Well Capitalized
under Prompt
Corrective Action
Provisions
|
|||||||||
(Dollars in thousands)
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||
As of December 31, 2018
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets):
|
$
|
188,647
|
|
|
12.94
|
%
|
|
>143,984
|
|
>9.88%
|
|
>145,733
|
|
>10.00%
|
Tier I capital (to risk-weighted assets):
|
179,872
|
|
|
12.34
|
%
|
|
>114,837
|
|
>7.88
|
|
>116,586
|
|
>8.00
|
|
Common equity tier I capital (to average assets):
|
179,872
|
|
|
12.34
|
%
|
|
>92,977
|
|
>6.38
|
|
>94,726
|
|
>6.50
|
|
Tier I capital (to average assets):
|
179,872
|
|
|
12.06
|
%
|
|
>59,673
|
|
>4.00
|
|
>74,591
|
|
>5.00
|
As of December 31, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk-weighted assets):
|
$
|
121,141
|
|
|
15.17
|
%
|
|
>$73,847
|
|
>9.25%
|
|
>$79,835
|
|
>10.00%
|
Tier I capital (to risk-weighted assets):
|
113,806
|
|
|
14.26
|
%
|
|
>57,880
|
|
>7.25
|
|
>63,868
|
|
>8.00
|
|
Common equity tier I capital (to average assets):
|
113,806
|
|
|
14.26
|
%
|
|
>45,905
|
|
>5.75
|
|
>51,893
|
|
>6.50
|
|
Tier I capital (to average assets):
|
113,806
|
|
|
11.86
|
%
|
|
>38,391
|
|
>4.00
|
|
>47,989
|
|
>5.00
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
NOTE 24 – PARENT COMPANY ONLY FINANCIAL
|
BALANCE SHEETS
|
|
|
|
||||
|
December 31,
|
||||||
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Assets
|
|
|
|
||||
Cash
|
$
|
80
|
|
|
$
|
347
|
|
Interest-bearing deposits with other banks
|
248
|
|
|
249
|
|
||
Investment in subsidiary
|
209,037
|
|
|
117,953
|
|
||
Accrued interest and other assets
|
3,995
|
|
|
3,555
|
|
||
Total Assets
|
$
|
213,360
|
|
|
$
|
122,104
|
|
Liabilities and Stockholders' Equity
|
|
|
|
||||
Other liabilities
|
$
|
58
|
|
|
$
|
63
|
|
Long-term borrowings
|
—
|
|
|
—
|
|
||
Subordinated debentures
|
27,859
|
|
|
27,848
|
|
||
Stockholders' equity
|
185,443
|
|
|
94,193
|
|
||
Total Liabilities and Stockholders' Equity
|
$
|
213,360
|
|
|
$
|
122,104
|
|
STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
|
|
|
|
||||
|
Year Ended December 31,
|
||||||
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Dividend received from subsidiaries
|
$
|
2,803
|
|
|
$
|
—
|
|
Interest expense on borrowings
|
(15
|
)
|
|
(109
|
)
|
||
Interest expense on debentures
|
(1,263
|
)
|
|
(1,278
|
)
|
||
Other expenses
|
(280
|
)
|
|
(217
|
)
|
||
Income (loss) before income tax benefit and equity in
|
|
|
|
||||
undistributed net income of subsidiaries
|
1,245
|
|
|
(1,604
|
)
|
||
Income tax benefit
|
305
|
|
|
623
|
|
||
Income (loss) before equity in undistributed net
|
|
|
|
||||
income of subsidiaries
|
1,550
|
|
|
(981
|
)
|
||
Equity in undistributed net income of subsidiaries
|
8,373
|
|
|
6,672
|
|
||
Net Income
|
9,923
|
|
|
5,691
|
|
||
Comprehensive income
|
$
|
8,369
|
|
|
$
|
6,588
|
|
SB ONE BANCORP
|
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
|
STATEMENTS OF CASH FLOWS
|
|
|
|
||||
|
Year Ended December 31,
|
||||||
(Dollars in thousands)
|
2018
|
|
2017
|
||||
Cash Flows from Operating Activities:
|
|
|
|
||||
Net Income
|
$
|
9,923
|
|
|
$
|
5,691
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
||||
Amortization of subordinated debenture
|
11
|
|
|
8
|
|
||
Net change in other assets and liabilities
|
435
|
|
|
607
|
|
||
Equity in undistributed net income of subsidiaries
|
(8,373
|
)
|
|
(6,672
|
)
|
||
Net Cash used in Operating Activities
|
1,996
|
|
|
(366
|
)
|
||
Cash Flows from Investing Activities:
|
|
|
|
||||
Capital contribution from to subsidiaries
|
—
|
|
|
(21,240
|
)
|
||
Net Cash Used in Investing Activities
|
—
|
|
|
(21,240
|
)
|
||
Cash Flows from Financing Activities:
|
|
|
|
||||
Cash dividends paid
|
(2,263
|
)
|
|
(1,203
|
)
|
||
Net proceeds from issuance of common stock
|
—
|
|
|
28,027
|
|
||
Repayment of long-term borrowings
|
—
|
|
|
(5,000
|
)
|
||
Net Cash (Used in) Provided by Financing Activities
|
(2,263
|
)
|
|
21,824
|
|
||
Net (Decrease) Increase in Cash and Cash Equivalents
|
(267
|
)
|
|
218
|
|
||
Cash and Cash Equivalents - Beginning of Year
|
347
|
|
|
129
|
|
||
Cash and Cash Equivalents - End of Year
|
$
|
80
|
|
|
$
|
347
|
|
NOTE 25 – CONTINGENCIES
|
1 Year SB One Bancorp Chart |
1 Month SB One Bancorp Chart |
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