FBLA 8-K
FB Bancorp, Inc. /MD/ (FBLA)
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported):
(Exact Name of Registrant as Specified in its Charter)
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(Address of Principal Executive Offices) |
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(Registrant’s telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Securities registered pursuant to Section 12(b) of the Act:
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Title of Each Class |
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Trading Symbol(s) |
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Name of Each Exchange on Which Registered |
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 or Rule 12b-2 of the Securities Exchange Act of 1934.
Emerging growth company
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act.
Item 2.02 Results of Operation and Financial Condition.
On May 6, 2026, FB Bancorp, Inc. (the “Company”) issued a press release reporting its financial results for the quarter ended March 31, 2026.
A copy of the press release announcing the results is attached as Exhibit 99.1. The information in this Item 2.02, as well as Exhibit 99.1, shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933.
Item 9.01 Financial Statements and Exhibits
(a) |
Financial Statements of Businesses Acquired. Not applicable. |
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(b) |
Pro Forma Financial Information. Not applicable. |
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(c) |
Shell Company Transactions. Not applicable. |
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(d) |
Exhibits. |
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Exhibit No. |
Description |
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99.1 |
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104.1 |
Cover Page for this Current Report on Form 8-K, formatted in Inline XBRL |
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
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FB BANCORP, INC. |
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Date: May 6, 2026 |
By: |
/s/ Todd Wanner |
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Todd Wanner |
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Chief Financial Officer and Treasurer |
Exhibit 99.1
FB Bancorp, Inc.
Announces First Quarter 2026
Financial Results
New Orleans, Louisiana, May 6, 2026 / FB Bancorp, Inc. (NASDAQ: “FBLA”) (the “Company”), the holding company for Fidelity Bank (the “Bank”), today announced net income for the three months ended March 31, 2026 of $119 thousand, comprised of net income from continuing operations of $494 thousand and a net loss from discontinued operations of $375 thousand. The net loss from discontinued operations was due to Fidelity Bank's previously announced sale of substantially all assets and liabilities of the Bank's mortgage banking segment, NOLA Lending Group. The sale closed on March 1, 2026. For the three months ended March 31, 2025, the Company had net income of $705 thousand, comprised of net income from continuing operations of $1.4 million and a net loss from discontinued operations of $665 thousand.
The Company is a Maryland corporation based in New Orleans, Louisiana. The Company’s banking subsidiary, Fidelity Bank, operates 19 banking locations in New Orleans, Hammond, Lafayette, and Baton Rouge, Louisiana. The Company is a Maryland corporation incorporated in February 2024 to become the registered bank holding company for Fidelity Bank upon the Bank’s conversion from the mutual-to-stock form of organization, which occurred on October 22, 2024. The Company sold 19,837,500 shares of common stock, par value $0.01 per share, at a price of $10 per share, for gross proceeds of $198,375,000. Shares of the Company’s common stock began trading on the Nasdaq Global Select Market under the trading symbol “FBLA” on October 23, 2024.
On January 14, 2026, FB Bancorp, Inc. announced the completion of its initial stock repurchase program, pursuant to which it repurchased 1,983,750 shares of its common stock, or 10% of its then outstanding shares, at an average price of $12.725 per share, inclusive of trading costs and commissions. On February 9, 2026, FB Bancorp, Inc. announced the authorization of an additional program to repurchase up to 1,785,375 shares of its outstanding common stock, which equals approximately 10% of shares then outstanding. Through May 4, 2026, the Company has repurchased 1,547,463 shares of this additional repurchase plan at an average price of $13.66 per share, inclusive of trading costs and commissions.
Selected Financial Data
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For the three months ended March 31, |
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2026 |
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2025 |
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Performance Ratios: |
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Net income from continuing operations (in thousands) |
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$ |
494 |
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$ |
1,370 |
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Net loss from discontinued operations (in thousands) |
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$ |
(375 |
) |
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$ |
(665 |
) |
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Net income (loss) (in thousands) |
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$ |
119 |
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$ |
705 |
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Return on average assets from continuing operations (1) |
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0.04 |
% |
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0.11 |
% |
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Return on average equity from continuing operations(2) |
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0.16 |
% |
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0.42 |
% |
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Earnings (losses) per share from continuing operations - basic and diluted |
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$ |
0.03 |
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0.08 |
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Net interest margin (3) |
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4.47 |
% |
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4.60 |
% |
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Non-interest income to average assets from continuing operations |
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0.09 |
% |
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0.09 |
% |
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Non-interest expense to average assets from continuing operations |
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0.95 |
% |
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0.88 |
% |
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Efficiency ratio from continuing operations(4) |
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91.49 |
% |
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83.69 |
% |
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Average interest-earning assets to average interest-bearing liabilities |
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146.67 |
% |
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150.98 |
% |
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Capital Ratios: |
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Total risk-based capital |
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29.43 |
% |
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30.27 |
% |
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Tier 1 risk-based capital |
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28.70 |
% |
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29.56 |
% |
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Common equity Tier 1 risk-based capital |
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28.70 |
% |
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29.56 |
% |
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Tier 1 leverage capital |
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20.23 |
% |
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20.32 |
% |
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Average equity to average assets |
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24.39 |
% |
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26.70 |
% |
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Common stock book value per share |
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$ |
17.50 |
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16.71 |
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Common stock book value per share (net of unearned ESOP shares) |
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$ |
19.12 |
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18.08 |
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Asset Quality Ratios: |
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Allowance for credit losses to total loans (5) |
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0.85 |
% |
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0.80 |
% |
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Allowance for credit losses to non-performing loans |
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42.23 |
% |
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40.10 |
% |
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Net charge-offs to average outstanding loans |
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0.05 |
% |
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0.06 |
% |
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Non-performing loans to total loans |
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1.98 |
% |
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2.00 |
% |
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Non-performing loans to total assets |
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1.19 |
% |
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1.25 |
% |
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Total non-performing assets to total assets (6) |
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1.30 |
% |
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1.30 |
% |
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Other: |
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Number of offices |
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19 |
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18 |
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Number of full-time equivalent employees |
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211 |
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325 |
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(1) |
Represents net income (loss) from continuing operations divided by average total assets. |
(2) |
Represents net income (loss) from continuing operations divided by average equity. |
(3) |
Represents net interest income divided by average interest-earning assets. Includes loans held for sale. |
(4) |
Represents non-interest expense divided by the sum of net interest income and non-interest income. |
(5) |
Total loans includes only loans held for investment. |
(6) |
Non-performing assets includes other real estate owned. |
Discontinued Operations
On December 31, 2025, the Bank entered into an agreement to sell substantially all of the assets and liabilities of the Bank's mortgage banking segment, NOLA Lending Group. The decision was based on a number of strategic priorities, including the continued decline in mortgage volume. This sale allowed the Bank to exit a business segment that had a net loss of approximately $2.7 million in 2025 and reduced total employees by approximately 108 individuals. The sale closed on March 1, 2026. The Company's financial statements will reflect discontinued operations for the current period and retrospectively for prior periods under ASC 205-20.
The following is a summary of the assets and liabilities of the discontinued operations of the mortgage banking division at March 31, 2026 and December 31, 2025:
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March 31, |
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December 31, |
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ASSETS |
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(Dollars in thousands) |
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Derivative assets |
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$ |
311 |
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$ |
450 |
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Loans held for sale, at fair value |
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16,097 |
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28,504 |
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Premises and equipment, net |
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— |
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332 |
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Deferred tax assets |
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25 |
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26 |
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Other assets |
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372 |
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568 |
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Total assets |
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$ |
16,805 |
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$ |
29,880 |
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LIABILITIES |
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Escrows payable |
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$ |
238 |
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$ |
366 |
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Other liabilities |
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1,108 |
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1,978 |
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Accrued compensation, including severance payments |
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805 |
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1,199 |
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Total liabilities |
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$ |
2,151 |
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$ |
3,543 |
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The following presents operating results of discontinued operations for the three months ended March 31, 2026 and 2025:
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For the three months |
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2026 |
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2025 |
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Revenue |
(Dollars in thousands) |
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Net interest income |
$ |
823 |
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$ |
953 |
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Gain on sales of mortgage loans |
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2,772 |
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3,340 |
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Other non-interest income |
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— |
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8 |
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Total revenue |
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3,595 |
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4,301 |
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Expenses |
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Salaries and employee benefits |
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3,159 |
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3,399 |
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Hedging activity, net |
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(168 |
) |
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430 |
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Other general and administrative |
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1,077 |
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1,313 |
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Total non-interest expenses |
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4,068 |
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5,142 |
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Loss from discontinued operations before income taxes |
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(473 |
) |
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(841 |
) |
Income tax benefit from discontinued operations |
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(98 |
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(176 |
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Net loss from discontinued operations |
$ |
(375 |
) |
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$ |
(665 |
) |
Results of Continuing Operations
Financial Condition
Asset Quality
Forward-Looking Statements
Certain statements contained herein are forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended (the “Exchange Act”) and are intended to be covered by the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. These statements, which are based on certain current assumptions and describe our future plans, strategies and expectations, can generally be identified by the use of the words “may,” “will,” “should,” “could,” “would,” “plan,” “potential,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “expect,” “target” and similar expressions. Forward-looking statements are based on current beliefs and expectations of management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. Certain factors that could cause actual results to differ materially from expected results include increased competitive pressures, changes in the interest rate environment, inflation, general economic conditions or conditions within the securities markets, our ability to successfully integrate acquired operations and realize the expected level of synergies and cost savings, potential recessionary conditions, real estate market values in the Bank’s lending area, changes in the quality of our loan and security portfolios, increases in the costs of mortgage insurance, increases in non-performing and classified loans, changes in liquidity, including the size and composition of our deposit portfolio, and the percentage of uninsured deposits in the portfolio, changes in monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Board of Governors of the Federal Reserve System, a failure in or breach of the Company’s operational or security systems or infrastructure, including cyberattacks, failure to maintain current technologies, failure to retain or attract employees; and other economic, legislative, accounting and regulatory changes that could adversely affect the Company or the Bank. Our actual future results may be materially different from the results indicated by any forward-looking statements. Except as required by applicable law or regulation, we do
not undertake, and we specifically disclaim any obligation, to release publicly the results of any revisions that may be made to any forward-looking statement contained herein.
Average Balance Sheets
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For the three months ended March 31, |
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2026 |
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2025 |
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Average |
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Interest |
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Average Yield/Rate |
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Average |
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Interest |
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Average Yield/Rate |
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(Dollars in thousands) |
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Interest-earning assets: |
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Cash and cash equivalents |
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$ |
57,953 |
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$ |
482 |
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3.37 |
% |
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$ |
95,872 |
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$ |
997 |
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4.22 |
% |
Securities |
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330,040 |
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3,301 |
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4.06 |
% |
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249,291 |
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2,296 |
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3.74 |
% |
Loans held for investment |
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736,528 |
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13,066 |
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7.19 |
% |
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761,031 |
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13,280 |
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7.08 |
% |
Loans held for sale |
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24,192 |
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|
378 |
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6.33 |
% |
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21,482 |
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|
345 |
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6.50 |
% |
Total earning assets (4) |
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1,148,713 |
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17,227 |
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6.08 |
% |
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1,127,676 |
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16,918 |
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6.08 |
% |
Non-interest-earning assets: |
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Cash and cash equivalents |
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7,428 |
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6,311 |
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Fixed Assets |
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57,187 |
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55,432 |
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Allowance for credit losses |
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(6,264 |
) |
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(6,256 |
) |
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Other |
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44,397 |
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46,609 |
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Total non-interest-earning assets |
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102,748 |
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102,096 |
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Total Assets |
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$ |
1,251,461 |
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$ |
1,229,772 |
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Interest-bearing liabilities: |
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Interest-bearing demand deposits |
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$ |
116,444 |
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$ |
61 |
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0.21 |
% |
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$ |
107,447 |
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$ |
43 |
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0.16 |
% |
Interest-bearing savings and money market deposits |
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225,722 |
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|
745 |
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1.34 |
% |
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243,622 |
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|
664 |
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1.11 |
% |
Certificates of deposit |
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358,611 |
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2,986 |
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3.38 |
% |
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324,436 |
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2,686 |
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3.36 |
% |
Total interest-bearing deposits |
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700,777 |
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3,792 |
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2.19 |
% |
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|
675,505 |
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3,393 |
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2.04 |
% |
Interest-bearing borrowings |
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82,396 |
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|
|
768 |
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3.78 |
% |
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|
71,414 |
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|
|
724 |
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4.11 |
% |
Total interest-bearing liabilities |
|
|
783,173 |
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|
|
4,560 |
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2.36 |
% |
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|
746,919 |
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|
|
4,117 |
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|
|
2.24 |
% |
Non-interest: |
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|
|
|
|
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Demand deposits |
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147,575 |
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144,454 |
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Other liabilities |
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15,443 |
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10,104 |
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||||
Total non-interest liabilities |
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163,018 |
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|
|
|
|
|
|
154,558 |
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||||
Total Equity |
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305,270 |
|
|
|
|
|
|
|
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|
328,295 |
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||||
Total liabilities and equity |
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$ |
1,251,461 |
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$ |
1,229,772 |
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Net interest income |
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|
|
|
$ |
12,667 |
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|
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|
|
|
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$ |
12,801 |
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Net interest-earning assets (1) |
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$ |
365,540 |
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|
|
|
|
|
|
|
$ |
380,757 |
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|
|
|
|
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|
||||
Net interest rate spread (2) |
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|
|
|
|
|
|
|
3.72 |
% |
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|
|
|
|
|
|
|
3.84 |
% |
||||
Net yield on interest-earning assets (3) |
|
|
|
|
|
|
|
|
4.47 |
% |
|
|
|
|
|
|
|
|
4.60 |
% |
||||
Average of interest-earning assets to interest-bearing liabilities |
|
|
146.67 |
% |
|
|
|
|
|
|
|
|
150.98 |
% |
|
|
|
|
|
|
||||
Average equity to assets |
|
|
24.39 |
% |
|
|
|
|
|
|
|
|
26.70 |
% |
|
|
|
|
|
|
||||
(1) |
Net interest-earning assets represent total interest-earning assets less total interest-bearing liabilities. |
(2) |
Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average rate of interest-bearing liabilities. |
(3) |
Represents net interest income divided by average interest-earning assets. |
(4) |
$824 thousand and $954 thousand of interest on earning assets represents origination fees, discount fees and interest income from discontinued operations for 2026 and 2025, respectively. |
FB Bancorp, Inc.
Consolidated Statements of Financial Condition
(unaudited)
|
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March 31, |
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December 31, |
|
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ASSETS |
|
(Dollars in thousands) |
|
|||||
Cash and due from banks |
|
$ |
6,164 |
|
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$ |
9,872 |
|
Interest-bearing deposits at other financial institutions |
|
|
40,047 |
|
|
|
50,397 |
|
Total cash and cash equivalents |
|
|
46,211 |
|
|
|
60,269 |
|
|
|
|
|
|
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|
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Securities available for sale, at fair value (amortized cost of $360,797 and $336,347, respectively) |
|
|
346,944 |
|
|
|
326,346 |
|
Loans held for investment |
|
|
759,726 |
|
|
|
743,956 |
|
Less: allowance for credit losses |
|
|
(6,375 |
) |
|
|
(6,289 |
) |
Loans held for investment, net |
|
|
753,351 |
|
|
|
737,667 |
|
Federal Home Loan Bank stock, at cost |
|
|
4,305 |
|
|
|
3,650 |
|
Bank owned life insurance |
|
|
15,427 |
|
|
|
15,341 |
|
Accrued interest receivable |
|
|
5,426 |
|
|
|
5,688 |
|
Premises and equipment, net |
|
|
56,175 |
|
|
|
57,105 |
|
Other real estate owned |
|
|
1,344 |
|
|
|
1,349 |
|
Mortgage servicing rights |
|
|
938 |
|
|
|
904 |
|
Prepaid expenses |
|
|
2,454 |
|
|
|
1,908 |
|
Other assets |
|
|
15,628 |
|
|
|
15,299 |
|
Assets from discontinued operations, at fair value |
|
|
16,805 |
|
|
|
29,880 |
|
|
|
|
|
|
|
|
||
Total assets |
|
$ |
1,265,008 |
|
|
$ |
1,255,406 |
|
|
|
|
|
|
|
|
||
LIABILITIES AND STOCKHOLDERS' EQUITY |
|
|
|
|
|
|
||
Deposits: |
|
|
|
|
|
|
||
Non-interest bearing |
|
$ |
145,780 |
|
|
$ |
133,506 |
|
Interest bearing |
|
|
706,732 |
|
|
|
707,897 |
|
Total deposits |
|
|
852,512 |
|
|
|
841,403 |
|
|
|
|
|
|
|
|
||
Advances by borrowers for taxes and insurance |
|
|
5,448 |
|
|
|
6,298 |
|
Other borrowings |
|
|
95,572 |
|
|
|
78,257 |
|
Accrued interest payable |
|
|
447 |
|
|
|
392 |
|
Other liabilities |
|
|
11,159 |
|
|
|
11,063 |
|
Liabilities from discontinued operations, at fair value |
|
|
2,151 |
|
|
|
3,543 |
|
Total liabilities |
|
|
967,289 |
|
|
|
940,956 |
|
|
|
|
|
|
|
|
||
Stockholders' Equity: |
|
|
|
|
|
|
||
Preferred stock, $0.01 par value - 5,000,000 shares authorized; none issued |
|
|
— |
|
|
|
— |
|
Common stock, $0.01 par value - 120,000,000 shares authorized; 17,015,188 and 18,089,741 issued and outstanding as of March 31, 2026 and December 31, 2025, respectively |
|
|
170 |
|
|
|
181 |
|
Additional paid-in capital |
|
|
157,528 |
|
|
|
171,503 |
|
Unearned ESOP shares - 1,444,170 and 1,460,040 shares as of March 31, 2026 and December 31, 2025, respectively |
|
|
(16,319 |
) |
|
|
(16,498 |
) |
Retained earnings |
|
|
167,284 |
|
|
|
167,165 |
|
Accumulated other comprehensive income (loss) |
|
|
(10,944 |
) |
|
|
(7,901 |
) |
Total stockholders' equity |
|
|
297,719 |
|
|
|
314,450 |
|
|
|
|
|
|
|
|
||
Total liabilities and stockholders' equity |
|
$ |
1,265,008 |
|
|
$ |
1,255,406 |
|
FB Bancorp, Inc.
Consolidated Statements of Operations
(unaudited)
|
|
For the three months |
|
|||||
|
|
2026 |
|
|
2025 |
|
||
|
|
(Dollars in thousands except per share amounts) |
|
|||||
Interest and dividend income |
|
|
|
|
|
|
||
Interest and fees on loans |
|
$ |
12,620 |
|
|
$ |
12,671 |
|
Interest and dividends on investment securities |
|
|
3,301 |
|
|
|
2,296 |
|
Interest on deposits in other banks |
|
|
482 |
|
|
|
997 |
|
Total interest and dividend income |
|
|
16,403 |
|
|
|
15,964 |
|
|
|
|
|
|
|
|
||
Interest expense |
|
|
|
|
|
|
||
Deposits |
|
|
3,792 |
|
|
|
3,393 |
|
Borrowed funds |
|
|
768 |
|
|
|
724 |
|
Total interest expense |
|
|
4,560 |
|
|
|
4,117 |
|
|
|
|
|
|
|
|
||
Net interest income |
|
|
11,843 |
|
|
|
11,847 |
|
Provision for credit losses |
|
|
490 |
|
|
|
385 |
|
Net interest income after provision for credit losses |
|
|
11,353 |
|
|
|
11,462 |
|
|
|
|
|
|
|
|
||
Non-interest income |
|
|
|
|
|
|
||
Service charges and fee income from deposit accounts |
|
|
745 |
|
|
|
654 |
|
Gain (loss) on sales, disposal, or impairment of assets |
|
|
(46 |
) |
|
|
— |
|
Gain on sales of available for sale securities |
|
|
85 |
|
|
|
55 |
|
Other non-interest income |
|
|
327 |
|
|
|
346 |
|
Total non-interest income |
|
|
1,111 |
|
|
|
1,055 |
|
|
|
|
|
|
|
|
||
Non-interest expenses |
|
|
|
|
|
|
||
Salaries and employee benefits |
|
|
6,759 |
|
|
|
6,158 |
|
Occupancy and equipment |
|
|
1,859 |
|
|
|
1,633 |
|
Directors’ fees |
|
|
200 |
|
|
|
181 |
|
Data processing |
|
|
1,278 |
|
|
|
1,228 |
|
Advertising and marketing |
|
|
245 |
|
|
|
168 |
|
Mortgage servicing rights amortization |
|
|
107 |
|
|
|
91 |
|
Other general and administrative |
|
|
1,403 |
|
|
|
1,339 |
|
Total non-interest expenses |
|
|
11,851 |
|
|
|
10,798 |
|
|
|
|
|
|
|
|
||
Income from continuing operations before income taxes |
|
|
613 |
|
|
|
1,719 |
|
Income tax expense from continuing operations |
|
|
119 |
|
|
|
349 |
|
|
|
|
|
|
|
|
||
Net income from continuing operations |
|
|
494 |
|
|
|
1,370 |
|
Loss from discontinued operations before income taxes |
|
|
(473 |
) |
|
|
(841 |
) |
Income tax benefit from discontinued operations |
|
|
(98 |
) |
|
|
(176 |
) |
Net loss from discontinued operations |
|
|
(375 |
) |
|
|
(665 |
) |
Net Income (loss) |
|
$ |
119 |
|
|
$ |
705 |
|
Basic and diluted earnings (loss) per common share: |
|
|
|
|
|
|
||
Continuing operations |
|
$ |
0.03 |
|
|
$ |
0.08 |
|
Discontinued operations |
|
|
(0.02 |
) |
|
|
(0.04 |
) |
Total earnings (loss) per share - basic and diluted |
|
$ |
0.01 |
|
|
$ |
0.04 |
|
Weighted average shares outstanding - basic |
|
|
16,278,177 |
|
|
|
18,313,980 |
|
Weighted average shares outstanding - diluted |
|
|
16,286,635 |
|
|
|
18,313,980 |
|