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Compliance
sabina1stequitybanknet
Vice Chairman Tille of the Holding Company Director and I
FRY-6OMB Number 7100-0297 Approval expires December 31 201S Page 1 of2
Board of Governors of the Federal Reserve System
Annual Report of Holding Companies-FR Y-6
Report at the close of business as of the end of fiscal year
This Report is required by law Section 5(c)(1)(A) of the Bank Holding Company Act (12 USC sect 1844 (c)(1)(A)) Section 8(a) of the International Banking Act (12 USC sect 3106(a)) Sections 11(a)(1) 25 and 25A of the Federal Reserve Act (12 USC sectsect 248(a)(1) 602 and 611a) Section 21113(c) of Regulation K (12 CFR sect 21113(c)) and Section 225S(b) of Regulation Y (12 CFR sect 225S(b)) and section 10(c(2(H) of the Home Owners Loan Act Return to the appropriate Federal Reserve Bank the
This report form is lo be filed by all top-tier bank holding compashynies and top-tier savings and loan holding companies organized under US law and by any foreign banking organization that does not meet the requirements of and i s not treated as a qualifyshying foreign banking organization under Section 21123 of Regulation K (12 CFR sect 21123) (See page one of the general instructions for more detail of who must file) The Federal Reserve may not conduct or sponsor and an organization (or a
original and the number of copies specified person) is not required to respond to an information collection unless it displays a currently valid OMB control number
NOTE The Annual Report of Holding Companies must be signed by one director of the top-tier holding company Thls Individual should also be a senior official of the top-tier holding company In the event that the top-tier holding company does not have an individual who is a senior official and is also a director the chairshyman of the board must sign the report
1 Ross D Levin Name of he Holding Company Director and Official
Date of Report (top-tier holding companys fiscal year-end)
December 31 2014 Month I Day I Year
Reporters Identifier (LEI) (20-Cllarac er LEI Code)
Reporters Name Street and Mailing Address Northwest Equity Corp Legal Tiiie of Holding Company
1330 W Dundee Road (Mailing Address of the Holding Company) Street I PO Box
Buffalo Grove IL 60089 City State Zip Code
Physical Loca ion (if different from mailing address)
Person to whom questions about this report should be directed Sabina D Filipovic Asst Officer Name
84 7-253-5200 Area Code I Phone Number I Extension
547-253-6601 Area Code I FAX Number
E-mail Address
Title
Address (URL) for the Holding Companys web page
Does the reporter request conftdentiel treatment for any portion of this
submission
0 Yes Please identify the report items to which this request applies
O In accordance with the instructions on pages GEN-2 and 3 a letter justifying the request is being provided
O The Information for which confidenlial treatment Is sought is being submitted separately labeled Confidential
Public reporting burden for this Information collection is estimated to vary from 13 to 101 hours per response with an average of 525 hours per response including time to gather and maintain data In the reQulred form and to review instructionbull and complete lhe lnformalion collection Send comments regimllng this burden estimate or any other aspect of lhls collection cl information including suggestions for reducing this burden to Secretary Board or Governors or the Federal Reserve System 20th and C Streets NW Washington OC 20551 end to the Office of Management and Budget Paperworlc Reductlltm Project (71000297) Washington OC 20503
102014
c1ttest that the Annual Report of Holding Companies (including the supporting attachments) for this report date has been preshypared in conformance with the instructions issued by the Federal Reserve System and are true and correct to the best of my knowledge and belief
Date of Signature
For-holding companies ml registered with the SECshyIndicate status of Annual Report to Shareholders
D Is incl uded with the FR Y-6 report
181 will be sent under separate cover
D is not prepared
For Federal Reserve Bank Use Only
RSSDID CI
NORTHWEST EQUITY CORP AND SUBSIDIARY Buffalo Grove Illinois
CONSOLIDATED FINANCIAL STATEMENTS December 31 2014 and 2013
NORTHWEST EQUITY CORP AND SUBSIDIARY
Buffalo Grove Illinois
CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
CONTENTS
INDEPENDENT AUDITORS REPORT-
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS 2
CONSOLIDATED STATEMENTS OF OPERATIONS 3
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQlJITY 4
CONSOLIDATED STATEMENTS OF CASH FLOWS 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6
Crowe Horwath Crowe Horwath LLP lndepencllnt MerrberCrowe Horwath International
INDEPENDENT AUDITORS REPORT
Board of Directors and Shareholders Northwest Equity Corp and Subsidiary Buffalo Grove Illinois
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of Northwest Equity Corp and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of operations shareholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Opinion
In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Northwest Equity Corp and Subsidiary as of December 31 2014 and 2013 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
)I lLP
Crowe Horwath LLP
September 28 2015
1
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLI DATED BALANCE SHEETS
December 31 20 14 and 2013
20 14 ASSETS Cash and due from banks $ 7073798 Federal funds sold 1341286
Total cash and cash equivalents 8415084 Certificates of deposit with other financial institutions 249000 Loans net 3 1645985 Federal Home Loan Bank stock at cost 2 19 100 Leasehold improvements furniture and equipment net 23 1693 Other real estate owned Accrued interest receivable and other assets 3 19288
Total assets $ 4 1 080 150
LIABILITIES AND SHAREHOLDERS EQUITY Liabilities
Deposits Non-interest-bearing demand $ 496952 NOW accounts 2 1801 1 Money market accounts 1064849 1 Savings 247587 Time deposits $ 100000 and over 11999952 Other time deposits 9243864
Total deposits 32854857 Notes payable 749233 Accrued interest payable and other liabilities 59 272
Total liabilities 33663362
Shareholders equity Common stock - $ 1 par value 2000 shares authorized 722 and 727 shares issued and outstanding respectively 722
Additional paid-in capital 72 14059 Retained earnings 202007
Total shareholders equity 7416788
Total liabilities and shareholders equity $ l Q8Q l5Q
See accompanying notes to consolidated financial statements
2013
$ 7067402 1191082 8258484
3058926 1 219100 251 190
2436950 3 11 490
$ 42 066 475
$ 2209 13 255621
5015745 227040
15569870 12345 169 33634358
796902 54 232
34485492
727 7239054
341202 7580983
42 Q6tHZ5
2
NORTHWEST EQUITY CORP AN D SUBSI DIARY CONSOLI DATED STATEMENTS OF OPERATIONS
Years ended December 31 2014 and 2013
Interest income Loans including fee income Federal Home Loan Bank dividends Federal funds sold and deposits with banks
Interest expense Deposits Federal Home Loan Bank advances Notes payable
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Noninterest income Service charges on deposit accounts Other fees and income
Noninterest expense Salaries and employee benefits Occupancy and equipment Data processing Other real estate owned expense Other expenses
Net loss
$
$
2014
1212248 985
23 018 1236251
224301
57 605 281 906
954345
45 000
909345
2205 64 134 66339
476201 216067
78811
343800 1114 879
(139 j 95)
See accompanying notes to consolidated financial statements
2013
$ 1408476 749
38359 1447584
337440 54384 38 626
430 450
1017134
1017134
3626 2 878 6504
470248 175258
79449 42088
329001 1096044
(72 Q6)
3
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
Years ended December 31 2014 and 20 13
Additional Common Paid-In Retained
Stock Capital Earnings
Balance at January 1 20 13 $ 727 $ 7239054 $ 413608
Net loss (72406)
Balance at December 31 20 13 727 7239054 341202
Net loss (139 195) Redemption of common shares (5) (24995)
Balance at December 3 1 2014 $ Z22 $ 7 214 Q59 $ 2Q2 QQZ
See accompanying notes to consolidated financial statements
Total Shareholders
Equity
$ 7653389
(72406)
7580983
(139 195) (25000)
$ z 416 788
4
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31 2014 and 2013
2014 Cash f lows from operating activities
Net loss $ (139 195) Adjustments to reconcile net loss
to net cash from operating activities Depreciation 29904 Provision for loan losses 45000 Deferred loan fees 2591 Write down of other real estate owned Change in accrued interest receivable and
other assets (7798) Change in accrued interest payable and
other liabilities 5 040 Net cash from operating activities (64458)
Cash flows from investing activities Net change in loans 784810 Purchase of certificates of deposit
with other financial institutions (249000) Redemption of Federal Home Loan Bank stock Purchase of premises and equipment (10407) Proceeds from sale of other real estate owned 550000 Capital improvements to other real estate owned (2 176)
Net cash from investing activities 1073227
Cash flows from financing activities Net change in deposits (779501) Repayments of Federal Home Loan Bank advances Net change in notes payable (47668) Redemption of common shares (25000)
Net cash from financing activities (852169)
Net change in cash and cash equivalents 156600
Cash and cash equivalents at beginning of year 8258484
Cash and cash equivalents at end of year $ 8 415 084
Supplemental disclosures of cash flow information Interest paid $ 288705 Loan made to facilitate sale of other real estate owned 1850000
See accompanying notes to consolidated financial statements
2013
$ (72406)
30962
(3805) 11756
10903
(29017) (51607)
2803783
46500
73244 (260027)
2663500
(9678356) (1481360)
(18475)
(11178191)
(8566298)
16824782
$ 8258 484
$ 437365 260000
5
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation Northwest Equity Corp along with its wholly owned subsidiary 1st Equity Bank Northwest together referred to as the Company was organized and completed its initial stock offerings in 2003 and began operations on October 15 2003 Significant intercompany transactions and balances are eliminated in consolidation
Nature of Operations The Company provides financial services through its office located in Buffalo Grove Illinois The Company makes commercial real estate and installment loans to customers primarily in the Chicago metropolitan area Substantially all loans are secured by specific items of collateral including real estate business assets and consumer assets Commercial loans are expected to be repaid from cash flow from operations of businesses Real estate loans are secured by both residential and commercial real estate Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions and federal funds sold
Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ
Subsequent Events The Company has evaluated subsequent events for potential recognition and disclosure through September 28 2015 the date the financial statements were available to be issued
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold for one-day periods The Company reports net cash flows for loan and deposit transactions and notes payable
Securities The Company had no investments in securities during 2014 and 20 13
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding net of deferred loan fees and costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income using the levelshyyield method without anticipating prepayments For all portfolio segments interest income on loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income Interest received on such loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable incurred credit losses Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance Management estimates the allowance balance required using past loan loss experience the nature and volume of the portfolio information about specific borrower situations and estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged off
( Continued)
6
NORTHWEST EQUITY CORP AND SUBSIOIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired
A loan is impaired when full payment under the loan terms is not expected Loans for which the terms have been modified resulting in a concession and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings and classified as impaired Commercial construction and commercial real estate loans are individually evaluated for impairment If a loan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller-balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent three years This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment These economic factors include consideration of the following levels of and trends in delinquencies and impaired loans levels of and trends in charge-offs and recoveries trends in volume and terms of loans effects of any changes in risk selection and underwriting standards other changes in lending policies procedures and practices experience ability and depth of lending management and other relevant staff national and local economic trends and conditions industry conditions and effects of changes in credit concentrations
Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loans effective rate at inception If a troubled debt restructuring is considered to be a collateral dependent loan the loan is reported net at the fair value of the collateral For troubled debt restructurings that subsequently default the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses
The following portfolio segments have been identified real estate including one-to-four-family residential multi-family residential commercial and construction commercial and industrial and consumer and other
Management considers the following when assessing the risk in the loan portfolio
bull Real estate loans are affected by the local residential real estate market the local economy and for variable rate mortgages movement in indices tied to these loans At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Appraisals are obtained to support the loan amount Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
bull Commercial and industrial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses Commercial loans are advanced for equipment purchases or to provide working capital or meet other financing needs of business enterprises These loans may be secured by accounts receivable inventory equipment or other business assets At the time of origination financial information is obtained from the borrower to evaluate ability to repay the loans and periodically obtained during the life of the loan An evaluation of the projects cash flows is performed to evaluate the borrowers ability to repay the loan at the time of origination and periodically updated during the life of the loan
(Continued)
7
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
bull Consumer and other loans are affected by the local economy At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
Federal Home Loan Bank (FHLB) Stock 1st Equity Bank Northwest (the Bank) is a member of the FHLB system Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment Because ti1is stock is viewed as a long-term investment impairment is based on ultimate recovery of par value Both cash and stock dividends are reported as income
Other Real Estate Owned Assets acquired through or instead of loan foreclosure are initially recorded at fair value less estimated selling costs when acquired establishing a new cost basis If fair value declines subsequent to foreclosure a valuation allowance is recorded through expense Holding costs after acquisition are expensed At December 3 1 20 14 there was no other real estate owned Of the $2436950 at December 3 1 20 13 $2436950 is commercial real estate
Leasehold Improvements Furniture and Equipment Leasehold improvements furniture and equipment are stated at cost less accumulated depreciation Depreciation is computed primarily on the straight-line method over the lease term or estimated useful lives of the assets whichever is less The cost of maintenance and repairs is charged to expense as incurred and significant improvements are capitalized
Bank-Owned Key Man Life Insurance The Company has purchased life insurance policies on certain key executives Bank-owned key man life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement The total carrying value is $209 194 and $ 162778 at December 3 1 20 14 and 20 13 and is carried in other assets in the consolidated balance sheets
Long-Term Assets Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows If impaired the assets are recorded at fair value
Income Taxes The Company is an S corporation under Subchapter S of the Internal Revenue Code and is not subject to federal or state income taxes except for Illinois Replacement tax which is reported in other expenses in the statements of operations Consequently the taxable income or loss of the Company is reported on the tax returns of its individual shareholders
A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination with a tax examination being presumed to occur The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded At December 3 1 20 14 and 20 13 no liability has been recorded The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months
Loan Commitments and Related Financial Instruments Financial instruments include off-balance-sheet credit instruments such as commitments to make loans and standby letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collatenill or ability to repay Such financial instruments are recorded when they are funded
(Continued)
8
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe that there now are such matters that will have a material effect on the consolidated financial statements
Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates credit risk prepayments and other factors especially in the absence of broad markets for particular items Changes in assumptions or in market conditions could significantly affect the estimate
NOTE 2 - LOANS
Loans consisted of the following at year end
2014 2013 Real estate
One-to-four-family residential $ 10714580 $ 10678619 Multi-family residential 8996053 10694218 Commercial 10879236 7 402 077
Total real estate 30589869 28774914 Commercial and industrial 1301663 2030243 Consumer and other 143 788 187282
Total loans 32035320 30992439 Deferred loan fees (3141) (550) Allowance for loan losses (386194) (402628)
Loans net $ j 615985 $ 3Q 589 261
(Continued)
9
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the activity in the allowance for loan losses during the years ended December 31 2014 and 2013
One-to-four- Multi-family Commercial Family Residential Commercial and Consumer
Residential Real Estate Real Estate Construction Industrial and Other 2014 Allowance for loan losses
Beginning balance $ 162324 $ 86451 $ 127498 $ 26127 $ 228 Provision for loan losses 18154 12578 14211 125 (68) Loans charged-off (22307) (39127) Recoveries
Total ending allowance balance $ 180 478 $ 76 722 $ 102 582 $ $ 26 252 $ 160
2013 Allowance for loan losses
Beginning balance $ 357483 $ 90636 $ 124070 $ $ 44275 $ 53 Provision for loan losses (143583) (4185) 3428 144165 175 Loans charged-off (51576) (162313) Recoveries
Total ending allowance balance $ 162 324 s 66 Sl sect lZ 96 s s 26 l2Z s 26
(Continued)
Total
$ 402628 45000
(61434)
$ 386 194
$ 616517
(213889)
s Q2 626
10
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
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Note
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bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY Buffalo Grove Illinois
CONSOLIDATED FINANCIAL STATEMENTS December 31 2014 and 2013
NORTHWEST EQUITY CORP AND SUBSIDIARY
Buffalo Grove Illinois
CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
CONTENTS
INDEPENDENT AUDITORS REPORT-
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS 2
CONSOLIDATED STATEMENTS OF OPERATIONS 3
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQlJITY 4
CONSOLIDATED STATEMENTS OF CASH FLOWS 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6
Crowe Horwath Crowe Horwath LLP lndepencllnt MerrberCrowe Horwath International
INDEPENDENT AUDITORS REPORT
Board of Directors and Shareholders Northwest Equity Corp and Subsidiary Buffalo Grove Illinois
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of Northwest Equity Corp and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of operations shareholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Opinion
In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Northwest Equity Corp and Subsidiary as of December 31 2014 and 2013 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
)I lLP
Crowe Horwath LLP
September 28 2015
1
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLI DATED BALANCE SHEETS
December 31 20 14 and 2013
20 14 ASSETS Cash and due from banks $ 7073798 Federal funds sold 1341286
Total cash and cash equivalents 8415084 Certificates of deposit with other financial institutions 249000 Loans net 3 1645985 Federal Home Loan Bank stock at cost 2 19 100 Leasehold improvements furniture and equipment net 23 1693 Other real estate owned Accrued interest receivable and other assets 3 19288
Total assets $ 4 1 080 150
LIABILITIES AND SHAREHOLDERS EQUITY Liabilities
Deposits Non-interest-bearing demand $ 496952 NOW accounts 2 1801 1 Money market accounts 1064849 1 Savings 247587 Time deposits $ 100000 and over 11999952 Other time deposits 9243864
Total deposits 32854857 Notes payable 749233 Accrued interest payable and other liabilities 59 272
Total liabilities 33663362
Shareholders equity Common stock - $ 1 par value 2000 shares authorized 722 and 727 shares issued and outstanding respectively 722
Additional paid-in capital 72 14059 Retained earnings 202007
Total shareholders equity 7416788
Total liabilities and shareholders equity $ l Q8Q l5Q
See accompanying notes to consolidated financial statements
2013
$ 7067402 1191082 8258484
3058926 1 219100 251 190
2436950 3 11 490
$ 42 066 475
$ 2209 13 255621
5015745 227040
15569870 12345 169 33634358
796902 54 232
34485492
727 7239054
341202 7580983
42 Q6tHZ5
2
NORTHWEST EQUITY CORP AN D SUBSI DIARY CONSOLI DATED STATEMENTS OF OPERATIONS
Years ended December 31 2014 and 2013
Interest income Loans including fee income Federal Home Loan Bank dividends Federal funds sold and deposits with banks
Interest expense Deposits Federal Home Loan Bank advances Notes payable
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Noninterest income Service charges on deposit accounts Other fees and income
Noninterest expense Salaries and employee benefits Occupancy and equipment Data processing Other real estate owned expense Other expenses
Net loss
$
$
2014
1212248 985
23 018 1236251
224301
57 605 281 906
954345
45 000
909345
2205 64 134 66339
476201 216067
78811
343800 1114 879
(139 j 95)
See accompanying notes to consolidated financial statements
2013
$ 1408476 749
38359 1447584
337440 54384 38 626
430 450
1017134
1017134
3626 2 878 6504
470248 175258
79449 42088
329001 1096044
(72 Q6)
3
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
Years ended December 31 2014 and 20 13
Additional Common Paid-In Retained
Stock Capital Earnings
Balance at January 1 20 13 $ 727 $ 7239054 $ 413608
Net loss (72406)
Balance at December 31 20 13 727 7239054 341202
Net loss (139 195) Redemption of common shares (5) (24995)
Balance at December 3 1 2014 $ Z22 $ 7 214 Q59 $ 2Q2 QQZ
See accompanying notes to consolidated financial statements
Total Shareholders
Equity
$ 7653389
(72406)
7580983
(139 195) (25000)
$ z 416 788
4
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31 2014 and 2013
2014 Cash f lows from operating activities
Net loss $ (139 195) Adjustments to reconcile net loss
to net cash from operating activities Depreciation 29904 Provision for loan losses 45000 Deferred loan fees 2591 Write down of other real estate owned Change in accrued interest receivable and
other assets (7798) Change in accrued interest payable and
other liabilities 5 040 Net cash from operating activities (64458)
Cash flows from investing activities Net change in loans 784810 Purchase of certificates of deposit
with other financial institutions (249000) Redemption of Federal Home Loan Bank stock Purchase of premises and equipment (10407) Proceeds from sale of other real estate owned 550000 Capital improvements to other real estate owned (2 176)
Net cash from investing activities 1073227
Cash flows from financing activities Net change in deposits (779501) Repayments of Federal Home Loan Bank advances Net change in notes payable (47668) Redemption of common shares (25000)
Net cash from financing activities (852169)
Net change in cash and cash equivalents 156600
Cash and cash equivalents at beginning of year 8258484
Cash and cash equivalents at end of year $ 8 415 084
Supplemental disclosures of cash flow information Interest paid $ 288705 Loan made to facilitate sale of other real estate owned 1850000
See accompanying notes to consolidated financial statements
2013
$ (72406)
30962
(3805) 11756
10903
(29017) (51607)
2803783
46500
73244 (260027)
2663500
(9678356) (1481360)
(18475)
(11178191)
(8566298)
16824782
$ 8258 484
$ 437365 260000
5
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation Northwest Equity Corp along with its wholly owned subsidiary 1st Equity Bank Northwest together referred to as the Company was organized and completed its initial stock offerings in 2003 and began operations on October 15 2003 Significant intercompany transactions and balances are eliminated in consolidation
Nature of Operations The Company provides financial services through its office located in Buffalo Grove Illinois The Company makes commercial real estate and installment loans to customers primarily in the Chicago metropolitan area Substantially all loans are secured by specific items of collateral including real estate business assets and consumer assets Commercial loans are expected to be repaid from cash flow from operations of businesses Real estate loans are secured by both residential and commercial real estate Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions and federal funds sold
Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ
Subsequent Events The Company has evaluated subsequent events for potential recognition and disclosure through September 28 2015 the date the financial statements were available to be issued
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold for one-day periods The Company reports net cash flows for loan and deposit transactions and notes payable
Securities The Company had no investments in securities during 2014 and 20 13
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding net of deferred loan fees and costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income using the levelshyyield method without anticipating prepayments For all portfolio segments interest income on loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income Interest received on such loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable incurred credit losses Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance Management estimates the allowance balance required using past loan loss experience the nature and volume of the portfolio information about specific borrower situations and estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged off
( Continued)
6
NORTHWEST EQUITY CORP AND SUBSIOIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired
A loan is impaired when full payment under the loan terms is not expected Loans for which the terms have been modified resulting in a concession and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings and classified as impaired Commercial construction and commercial real estate loans are individually evaluated for impairment If a loan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller-balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent three years This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment These economic factors include consideration of the following levels of and trends in delinquencies and impaired loans levels of and trends in charge-offs and recoveries trends in volume and terms of loans effects of any changes in risk selection and underwriting standards other changes in lending policies procedures and practices experience ability and depth of lending management and other relevant staff national and local economic trends and conditions industry conditions and effects of changes in credit concentrations
Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loans effective rate at inception If a troubled debt restructuring is considered to be a collateral dependent loan the loan is reported net at the fair value of the collateral For troubled debt restructurings that subsequently default the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses
The following portfolio segments have been identified real estate including one-to-four-family residential multi-family residential commercial and construction commercial and industrial and consumer and other
Management considers the following when assessing the risk in the loan portfolio
bull Real estate loans are affected by the local residential real estate market the local economy and for variable rate mortgages movement in indices tied to these loans At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Appraisals are obtained to support the loan amount Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
bull Commercial and industrial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses Commercial loans are advanced for equipment purchases or to provide working capital or meet other financing needs of business enterprises These loans may be secured by accounts receivable inventory equipment or other business assets At the time of origination financial information is obtained from the borrower to evaluate ability to repay the loans and periodically obtained during the life of the loan An evaluation of the projects cash flows is performed to evaluate the borrowers ability to repay the loan at the time of origination and periodically updated during the life of the loan
(Continued)
7
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
bull Consumer and other loans are affected by the local economy At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
Federal Home Loan Bank (FHLB) Stock 1st Equity Bank Northwest (the Bank) is a member of the FHLB system Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment Because ti1is stock is viewed as a long-term investment impairment is based on ultimate recovery of par value Both cash and stock dividends are reported as income
Other Real Estate Owned Assets acquired through or instead of loan foreclosure are initially recorded at fair value less estimated selling costs when acquired establishing a new cost basis If fair value declines subsequent to foreclosure a valuation allowance is recorded through expense Holding costs after acquisition are expensed At December 3 1 20 14 there was no other real estate owned Of the $2436950 at December 3 1 20 13 $2436950 is commercial real estate
Leasehold Improvements Furniture and Equipment Leasehold improvements furniture and equipment are stated at cost less accumulated depreciation Depreciation is computed primarily on the straight-line method over the lease term or estimated useful lives of the assets whichever is less The cost of maintenance and repairs is charged to expense as incurred and significant improvements are capitalized
Bank-Owned Key Man Life Insurance The Company has purchased life insurance policies on certain key executives Bank-owned key man life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement The total carrying value is $209 194 and $ 162778 at December 3 1 20 14 and 20 13 and is carried in other assets in the consolidated balance sheets
Long-Term Assets Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows If impaired the assets are recorded at fair value
Income Taxes The Company is an S corporation under Subchapter S of the Internal Revenue Code and is not subject to federal or state income taxes except for Illinois Replacement tax which is reported in other expenses in the statements of operations Consequently the taxable income or loss of the Company is reported on the tax returns of its individual shareholders
A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination with a tax examination being presumed to occur The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded At December 3 1 20 14 and 20 13 no liability has been recorded The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months
Loan Commitments and Related Financial Instruments Financial instruments include off-balance-sheet credit instruments such as commitments to make loans and standby letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collatenill or ability to repay Such financial instruments are recorded when they are funded
(Continued)
8
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe that there now are such matters that will have a material effect on the consolidated financial statements
Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates credit risk prepayments and other factors especially in the absence of broad markets for particular items Changes in assumptions or in market conditions could significantly affect the estimate
NOTE 2 - LOANS
Loans consisted of the following at year end
2014 2013 Real estate
One-to-four-family residential $ 10714580 $ 10678619 Multi-family residential 8996053 10694218 Commercial 10879236 7 402 077
Total real estate 30589869 28774914 Commercial and industrial 1301663 2030243 Consumer and other 143 788 187282
Total loans 32035320 30992439 Deferred loan fees (3141) (550) Allowance for loan losses (386194) (402628)
Loans net $ j 615985 $ 3Q 589 261
(Continued)
9
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the activity in the allowance for loan losses during the years ended December 31 2014 and 2013
One-to-four- Multi-family Commercial Family Residential Commercial and Consumer
Residential Real Estate Real Estate Construction Industrial and Other 2014 Allowance for loan losses
Beginning balance $ 162324 $ 86451 $ 127498 $ 26127 $ 228 Provision for loan losses 18154 12578 14211 125 (68) Loans charged-off (22307) (39127) Recoveries
Total ending allowance balance $ 180 478 $ 76 722 $ 102 582 $ $ 26 252 $ 160
2013 Allowance for loan losses
Beginning balance $ 357483 $ 90636 $ 124070 $ $ 44275 $ 53 Provision for loan losses (143583) (4185) 3428 144165 175 Loans charged-off (51576) (162313) Recoveries
Total ending allowance balance $ 162 324 s 66 Sl sect lZ 96 s s 26 l2Z s 26
(Continued)
Total
$ 402628 45000
(61434)
$ 386 194
$ 616517
(213889)
s Q2 626
10
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
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Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
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bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY
Buffalo Grove Illinois
CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
CONTENTS
INDEPENDENT AUDITORS REPORT-
CONSOLIDATED FINANCIAL STATEMENTS
CONSOLIDATED BALANCE SHEETS 2
CONSOLIDATED STATEMENTS OF OPERATIONS 3
CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQlJITY 4
CONSOLIDATED STATEMENTS OF CASH FLOWS 5
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS 6
Crowe Horwath Crowe Horwath LLP lndepencllnt MerrberCrowe Horwath International
INDEPENDENT AUDITORS REPORT
Board of Directors and Shareholders Northwest Equity Corp and Subsidiary Buffalo Grove Illinois
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of Northwest Equity Corp and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of operations shareholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Opinion
In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Northwest Equity Corp and Subsidiary as of December 31 2014 and 2013 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
)I lLP
Crowe Horwath LLP
September 28 2015
1
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLI DATED BALANCE SHEETS
December 31 20 14 and 2013
20 14 ASSETS Cash and due from banks $ 7073798 Federal funds sold 1341286
Total cash and cash equivalents 8415084 Certificates of deposit with other financial institutions 249000 Loans net 3 1645985 Federal Home Loan Bank stock at cost 2 19 100 Leasehold improvements furniture and equipment net 23 1693 Other real estate owned Accrued interest receivable and other assets 3 19288
Total assets $ 4 1 080 150
LIABILITIES AND SHAREHOLDERS EQUITY Liabilities
Deposits Non-interest-bearing demand $ 496952 NOW accounts 2 1801 1 Money market accounts 1064849 1 Savings 247587 Time deposits $ 100000 and over 11999952 Other time deposits 9243864
Total deposits 32854857 Notes payable 749233 Accrued interest payable and other liabilities 59 272
Total liabilities 33663362
Shareholders equity Common stock - $ 1 par value 2000 shares authorized 722 and 727 shares issued and outstanding respectively 722
Additional paid-in capital 72 14059 Retained earnings 202007
Total shareholders equity 7416788
Total liabilities and shareholders equity $ l Q8Q l5Q
See accompanying notes to consolidated financial statements
2013
$ 7067402 1191082 8258484
3058926 1 219100 251 190
2436950 3 11 490
$ 42 066 475
$ 2209 13 255621
5015745 227040
15569870 12345 169 33634358
796902 54 232
34485492
727 7239054
341202 7580983
42 Q6tHZ5
2
NORTHWEST EQUITY CORP AN D SUBSI DIARY CONSOLI DATED STATEMENTS OF OPERATIONS
Years ended December 31 2014 and 2013
Interest income Loans including fee income Federal Home Loan Bank dividends Federal funds sold and deposits with banks
Interest expense Deposits Federal Home Loan Bank advances Notes payable
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Noninterest income Service charges on deposit accounts Other fees and income
Noninterest expense Salaries and employee benefits Occupancy and equipment Data processing Other real estate owned expense Other expenses
Net loss
$
$
2014
1212248 985
23 018 1236251
224301
57 605 281 906
954345
45 000
909345
2205 64 134 66339
476201 216067
78811
343800 1114 879
(139 j 95)
See accompanying notes to consolidated financial statements
2013
$ 1408476 749
38359 1447584
337440 54384 38 626
430 450
1017134
1017134
3626 2 878 6504
470248 175258
79449 42088
329001 1096044
(72 Q6)
3
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
Years ended December 31 2014 and 20 13
Additional Common Paid-In Retained
Stock Capital Earnings
Balance at January 1 20 13 $ 727 $ 7239054 $ 413608
Net loss (72406)
Balance at December 31 20 13 727 7239054 341202
Net loss (139 195) Redemption of common shares (5) (24995)
Balance at December 3 1 2014 $ Z22 $ 7 214 Q59 $ 2Q2 QQZ
See accompanying notes to consolidated financial statements
Total Shareholders
Equity
$ 7653389
(72406)
7580983
(139 195) (25000)
$ z 416 788
4
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31 2014 and 2013
2014 Cash f lows from operating activities
Net loss $ (139 195) Adjustments to reconcile net loss
to net cash from operating activities Depreciation 29904 Provision for loan losses 45000 Deferred loan fees 2591 Write down of other real estate owned Change in accrued interest receivable and
other assets (7798) Change in accrued interest payable and
other liabilities 5 040 Net cash from operating activities (64458)
Cash flows from investing activities Net change in loans 784810 Purchase of certificates of deposit
with other financial institutions (249000) Redemption of Federal Home Loan Bank stock Purchase of premises and equipment (10407) Proceeds from sale of other real estate owned 550000 Capital improvements to other real estate owned (2 176)
Net cash from investing activities 1073227
Cash flows from financing activities Net change in deposits (779501) Repayments of Federal Home Loan Bank advances Net change in notes payable (47668) Redemption of common shares (25000)
Net cash from financing activities (852169)
Net change in cash and cash equivalents 156600
Cash and cash equivalents at beginning of year 8258484
Cash and cash equivalents at end of year $ 8 415 084
Supplemental disclosures of cash flow information Interest paid $ 288705 Loan made to facilitate sale of other real estate owned 1850000
See accompanying notes to consolidated financial statements
2013
$ (72406)
30962
(3805) 11756
10903
(29017) (51607)
2803783
46500
73244 (260027)
2663500
(9678356) (1481360)
(18475)
(11178191)
(8566298)
16824782
$ 8258 484
$ 437365 260000
5
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation Northwest Equity Corp along with its wholly owned subsidiary 1st Equity Bank Northwest together referred to as the Company was organized and completed its initial stock offerings in 2003 and began operations on October 15 2003 Significant intercompany transactions and balances are eliminated in consolidation
Nature of Operations The Company provides financial services through its office located in Buffalo Grove Illinois The Company makes commercial real estate and installment loans to customers primarily in the Chicago metropolitan area Substantially all loans are secured by specific items of collateral including real estate business assets and consumer assets Commercial loans are expected to be repaid from cash flow from operations of businesses Real estate loans are secured by both residential and commercial real estate Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions and federal funds sold
Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ
Subsequent Events The Company has evaluated subsequent events for potential recognition and disclosure through September 28 2015 the date the financial statements were available to be issued
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold for one-day periods The Company reports net cash flows for loan and deposit transactions and notes payable
Securities The Company had no investments in securities during 2014 and 20 13
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding net of deferred loan fees and costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income using the levelshyyield method without anticipating prepayments For all portfolio segments interest income on loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income Interest received on such loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable incurred credit losses Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance Management estimates the allowance balance required using past loan loss experience the nature and volume of the portfolio information about specific borrower situations and estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged off
( Continued)
6
NORTHWEST EQUITY CORP AND SUBSIOIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired
A loan is impaired when full payment under the loan terms is not expected Loans for which the terms have been modified resulting in a concession and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings and classified as impaired Commercial construction and commercial real estate loans are individually evaluated for impairment If a loan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller-balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent three years This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment These economic factors include consideration of the following levels of and trends in delinquencies and impaired loans levels of and trends in charge-offs and recoveries trends in volume and terms of loans effects of any changes in risk selection and underwriting standards other changes in lending policies procedures and practices experience ability and depth of lending management and other relevant staff national and local economic trends and conditions industry conditions and effects of changes in credit concentrations
Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loans effective rate at inception If a troubled debt restructuring is considered to be a collateral dependent loan the loan is reported net at the fair value of the collateral For troubled debt restructurings that subsequently default the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses
The following portfolio segments have been identified real estate including one-to-four-family residential multi-family residential commercial and construction commercial and industrial and consumer and other
Management considers the following when assessing the risk in the loan portfolio
bull Real estate loans are affected by the local residential real estate market the local economy and for variable rate mortgages movement in indices tied to these loans At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Appraisals are obtained to support the loan amount Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
bull Commercial and industrial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses Commercial loans are advanced for equipment purchases or to provide working capital or meet other financing needs of business enterprises These loans may be secured by accounts receivable inventory equipment or other business assets At the time of origination financial information is obtained from the borrower to evaluate ability to repay the loans and periodically obtained during the life of the loan An evaluation of the projects cash flows is performed to evaluate the borrowers ability to repay the loan at the time of origination and periodically updated during the life of the loan
(Continued)
7
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
bull Consumer and other loans are affected by the local economy At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
Federal Home Loan Bank (FHLB) Stock 1st Equity Bank Northwest (the Bank) is a member of the FHLB system Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment Because ti1is stock is viewed as a long-term investment impairment is based on ultimate recovery of par value Both cash and stock dividends are reported as income
Other Real Estate Owned Assets acquired through or instead of loan foreclosure are initially recorded at fair value less estimated selling costs when acquired establishing a new cost basis If fair value declines subsequent to foreclosure a valuation allowance is recorded through expense Holding costs after acquisition are expensed At December 3 1 20 14 there was no other real estate owned Of the $2436950 at December 3 1 20 13 $2436950 is commercial real estate
Leasehold Improvements Furniture and Equipment Leasehold improvements furniture and equipment are stated at cost less accumulated depreciation Depreciation is computed primarily on the straight-line method over the lease term or estimated useful lives of the assets whichever is less The cost of maintenance and repairs is charged to expense as incurred and significant improvements are capitalized
Bank-Owned Key Man Life Insurance The Company has purchased life insurance policies on certain key executives Bank-owned key man life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement The total carrying value is $209 194 and $ 162778 at December 3 1 20 14 and 20 13 and is carried in other assets in the consolidated balance sheets
Long-Term Assets Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows If impaired the assets are recorded at fair value
Income Taxes The Company is an S corporation under Subchapter S of the Internal Revenue Code and is not subject to federal or state income taxes except for Illinois Replacement tax which is reported in other expenses in the statements of operations Consequently the taxable income or loss of the Company is reported on the tax returns of its individual shareholders
A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination with a tax examination being presumed to occur The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded At December 3 1 20 14 and 20 13 no liability has been recorded The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months
Loan Commitments and Related Financial Instruments Financial instruments include off-balance-sheet credit instruments such as commitments to make loans and standby letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collatenill or ability to repay Such financial instruments are recorded when they are funded
(Continued)
8
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe that there now are such matters that will have a material effect on the consolidated financial statements
Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates credit risk prepayments and other factors especially in the absence of broad markets for particular items Changes in assumptions or in market conditions could significantly affect the estimate
NOTE 2 - LOANS
Loans consisted of the following at year end
2014 2013 Real estate
One-to-four-family residential $ 10714580 $ 10678619 Multi-family residential 8996053 10694218 Commercial 10879236 7 402 077
Total real estate 30589869 28774914 Commercial and industrial 1301663 2030243 Consumer and other 143 788 187282
Total loans 32035320 30992439 Deferred loan fees (3141) (550) Allowance for loan losses (386194) (402628)
Loans net $ j 615985 $ 3Q 589 261
(Continued)
9
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the activity in the allowance for loan losses during the years ended December 31 2014 and 2013
One-to-four- Multi-family Commercial Family Residential Commercial and Consumer
Residential Real Estate Real Estate Construction Industrial and Other 2014 Allowance for loan losses
Beginning balance $ 162324 $ 86451 $ 127498 $ 26127 $ 228 Provision for loan losses 18154 12578 14211 125 (68) Loans charged-off (22307) (39127) Recoveries
Total ending allowance balance $ 180 478 $ 76 722 $ 102 582 $ $ 26 252 $ 160
2013 Allowance for loan losses
Beginning balance $ 357483 $ 90636 $ 124070 $ $ 44275 $ 53 Provision for loan losses (143583) (4185) 3428 144165 175 Loans charged-off (51576) (162313) Recoveries
Total ending allowance balance $ 162 324 s 66 Sl sect lZ 96 s s 26 l2Z s 26
(Continued)
Total
$ 402628 45000
(61434)
$ 386 194
$ 616517
(213889)
s Q2 626
10
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
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Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
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Submission Procedure
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Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
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bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
Crowe Horwath Crowe Horwath LLP lndepencllnt MerrberCrowe Horwath International
INDEPENDENT AUDITORS REPORT
Board of Directors and Shareholders Northwest Equity Corp and Subsidiary Buffalo Grove Illinois
Report on the Financial Statements
We have audited the accompanying consolidated financial statements of Northwest Equity Corp and Subsidiary which comprise the consolidated balance sheets as of December 31 2014 and 2013 and the related consolidated statements of operations shareholders equity and cash flows for the years then ended and the related notes to the consolidated financial statements
Managements Responsibility for the Financial Statements
Management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with accounting principles generally accepted in the United States of America this includes the design implementation and maintenance of internal control relevant to the preparation and fair presentation of consolidated financial statements that are free from material misstatement whether due to fraud or error
Auditors Responsibility
Our responsibility is to express an opinion on these consolidated financial statements based on our audits We conducted our audits in accordance with auditing standards generally accepted in the United States of America Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the consolidated financial statements are free from material misstatement
An audit involves performing procedures to obtain audit evidence about the amounts and disclosures in the consolidated financial statements The procedures selected depend on the auditors judgment including the assessment of the risks of material misstatement of the consolidated financial statements whether due to fraud or error In making those risk assessments the auditor considers internal control relevant to the entitys preparation and fair presentation of the consolidated financial statements in order to design audit procedures that are appropriate in the circumstances but not for the purpose of expressing an opinion on the effectiveness of the entitys internal control Accordingly we express no such opinion An audit also includes evaluating the appropriateness of accounting policies used and the reasonableness of significant accounting estimates made by management as well as evaluating the overall presentation of the consolidated financial statements
We believe that the audit evidence we have obtained is sufficient and appropriate to provide a basis for our audit opinion
Opinion
In our opinion the consolidated financial statements referred to above present fairly in all material respects the financial position of Northwest Equity Corp and Subsidiary as of December 31 2014 and 2013 and the results of their operations and their cash flows for the years then ended in accordance with accounting principles generally accepted in the United States of America
)I lLP
Crowe Horwath LLP
September 28 2015
1
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLI DATED BALANCE SHEETS
December 31 20 14 and 2013
20 14 ASSETS Cash and due from banks $ 7073798 Federal funds sold 1341286
Total cash and cash equivalents 8415084 Certificates of deposit with other financial institutions 249000 Loans net 3 1645985 Federal Home Loan Bank stock at cost 2 19 100 Leasehold improvements furniture and equipment net 23 1693 Other real estate owned Accrued interest receivable and other assets 3 19288
Total assets $ 4 1 080 150
LIABILITIES AND SHAREHOLDERS EQUITY Liabilities
Deposits Non-interest-bearing demand $ 496952 NOW accounts 2 1801 1 Money market accounts 1064849 1 Savings 247587 Time deposits $ 100000 and over 11999952 Other time deposits 9243864
Total deposits 32854857 Notes payable 749233 Accrued interest payable and other liabilities 59 272
Total liabilities 33663362
Shareholders equity Common stock - $ 1 par value 2000 shares authorized 722 and 727 shares issued and outstanding respectively 722
Additional paid-in capital 72 14059 Retained earnings 202007
Total shareholders equity 7416788
Total liabilities and shareholders equity $ l Q8Q l5Q
See accompanying notes to consolidated financial statements
2013
$ 7067402 1191082 8258484
3058926 1 219100 251 190
2436950 3 11 490
$ 42 066 475
$ 2209 13 255621
5015745 227040
15569870 12345 169 33634358
796902 54 232
34485492
727 7239054
341202 7580983
42 Q6tHZ5
2
NORTHWEST EQUITY CORP AN D SUBSI DIARY CONSOLI DATED STATEMENTS OF OPERATIONS
Years ended December 31 2014 and 2013
Interest income Loans including fee income Federal Home Loan Bank dividends Federal funds sold and deposits with banks
Interest expense Deposits Federal Home Loan Bank advances Notes payable
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Noninterest income Service charges on deposit accounts Other fees and income
Noninterest expense Salaries and employee benefits Occupancy and equipment Data processing Other real estate owned expense Other expenses
Net loss
$
$
2014
1212248 985
23 018 1236251
224301
57 605 281 906
954345
45 000
909345
2205 64 134 66339
476201 216067
78811
343800 1114 879
(139 j 95)
See accompanying notes to consolidated financial statements
2013
$ 1408476 749
38359 1447584
337440 54384 38 626
430 450
1017134
1017134
3626 2 878 6504
470248 175258
79449 42088
329001 1096044
(72 Q6)
3
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
Years ended December 31 2014 and 20 13
Additional Common Paid-In Retained
Stock Capital Earnings
Balance at January 1 20 13 $ 727 $ 7239054 $ 413608
Net loss (72406)
Balance at December 31 20 13 727 7239054 341202
Net loss (139 195) Redemption of common shares (5) (24995)
Balance at December 3 1 2014 $ Z22 $ 7 214 Q59 $ 2Q2 QQZ
See accompanying notes to consolidated financial statements
Total Shareholders
Equity
$ 7653389
(72406)
7580983
(139 195) (25000)
$ z 416 788
4
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31 2014 and 2013
2014 Cash f lows from operating activities
Net loss $ (139 195) Adjustments to reconcile net loss
to net cash from operating activities Depreciation 29904 Provision for loan losses 45000 Deferred loan fees 2591 Write down of other real estate owned Change in accrued interest receivable and
other assets (7798) Change in accrued interest payable and
other liabilities 5 040 Net cash from operating activities (64458)
Cash flows from investing activities Net change in loans 784810 Purchase of certificates of deposit
with other financial institutions (249000) Redemption of Federal Home Loan Bank stock Purchase of premises and equipment (10407) Proceeds from sale of other real estate owned 550000 Capital improvements to other real estate owned (2 176)
Net cash from investing activities 1073227
Cash flows from financing activities Net change in deposits (779501) Repayments of Federal Home Loan Bank advances Net change in notes payable (47668) Redemption of common shares (25000)
Net cash from financing activities (852169)
Net change in cash and cash equivalents 156600
Cash and cash equivalents at beginning of year 8258484
Cash and cash equivalents at end of year $ 8 415 084
Supplemental disclosures of cash flow information Interest paid $ 288705 Loan made to facilitate sale of other real estate owned 1850000
See accompanying notes to consolidated financial statements
2013
$ (72406)
30962
(3805) 11756
10903
(29017) (51607)
2803783
46500
73244 (260027)
2663500
(9678356) (1481360)
(18475)
(11178191)
(8566298)
16824782
$ 8258 484
$ 437365 260000
5
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation Northwest Equity Corp along with its wholly owned subsidiary 1st Equity Bank Northwest together referred to as the Company was organized and completed its initial stock offerings in 2003 and began operations on October 15 2003 Significant intercompany transactions and balances are eliminated in consolidation
Nature of Operations The Company provides financial services through its office located in Buffalo Grove Illinois The Company makes commercial real estate and installment loans to customers primarily in the Chicago metropolitan area Substantially all loans are secured by specific items of collateral including real estate business assets and consumer assets Commercial loans are expected to be repaid from cash flow from operations of businesses Real estate loans are secured by both residential and commercial real estate Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions and federal funds sold
Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ
Subsequent Events The Company has evaluated subsequent events for potential recognition and disclosure through September 28 2015 the date the financial statements were available to be issued
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold for one-day periods The Company reports net cash flows for loan and deposit transactions and notes payable
Securities The Company had no investments in securities during 2014 and 20 13
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding net of deferred loan fees and costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income using the levelshyyield method without anticipating prepayments For all portfolio segments interest income on loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income Interest received on such loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable incurred credit losses Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance Management estimates the allowance balance required using past loan loss experience the nature and volume of the portfolio information about specific borrower situations and estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged off
( Continued)
6
NORTHWEST EQUITY CORP AND SUBSIOIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired
A loan is impaired when full payment under the loan terms is not expected Loans for which the terms have been modified resulting in a concession and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings and classified as impaired Commercial construction and commercial real estate loans are individually evaluated for impairment If a loan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller-balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent three years This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment These economic factors include consideration of the following levels of and trends in delinquencies and impaired loans levels of and trends in charge-offs and recoveries trends in volume and terms of loans effects of any changes in risk selection and underwriting standards other changes in lending policies procedures and practices experience ability and depth of lending management and other relevant staff national and local economic trends and conditions industry conditions and effects of changes in credit concentrations
Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loans effective rate at inception If a troubled debt restructuring is considered to be a collateral dependent loan the loan is reported net at the fair value of the collateral For troubled debt restructurings that subsequently default the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses
The following portfolio segments have been identified real estate including one-to-four-family residential multi-family residential commercial and construction commercial and industrial and consumer and other
Management considers the following when assessing the risk in the loan portfolio
bull Real estate loans are affected by the local residential real estate market the local economy and for variable rate mortgages movement in indices tied to these loans At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Appraisals are obtained to support the loan amount Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
bull Commercial and industrial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses Commercial loans are advanced for equipment purchases or to provide working capital or meet other financing needs of business enterprises These loans may be secured by accounts receivable inventory equipment or other business assets At the time of origination financial information is obtained from the borrower to evaluate ability to repay the loans and periodically obtained during the life of the loan An evaluation of the projects cash flows is performed to evaluate the borrowers ability to repay the loan at the time of origination and periodically updated during the life of the loan
(Continued)
7
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
bull Consumer and other loans are affected by the local economy At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
Federal Home Loan Bank (FHLB) Stock 1st Equity Bank Northwest (the Bank) is a member of the FHLB system Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment Because ti1is stock is viewed as a long-term investment impairment is based on ultimate recovery of par value Both cash and stock dividends are reported as income
Other Real Estate Owned Assets acquired through or instead of loan foreclosure are initially recorded at fair value less estimated selling costs when acquired establishing a new cost basis If fair value declines subsequent to foreclosure a valuation allowance is recorded through expense Holding costs after acquisition are expensed At December 3 1 20 14 there was no other real estate owned Of the $2436950 at December 3 1 20 13 $2436950 is commercial real estate
Leasehold Improvements Furniture and Equipment Leasehold improvements furniture and equipment are stated at cost less accumulated depreciation Depreciation is computed primarily on the straight-line method over the lease term or estimated useful lives of the assets whichever is less The cost of maintenance and repairs is charged to expense as incurred and significant improvements are capitalized
Bank-Owned Key Man Life Insurance The Company has purchased life insurance policies on certain key executives Bank-owned key man life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement The total carrying value is $209 194 and $ 162778 at December 3 1 20 14 and 20 13 and is carried in other assets in the consolidated balance sheets
Long-Term Assets Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows If impaired the assets are recorded at fair value
Income Taxes The Company is an S corporation under Subchapter S of the Internal Revenue Code and is not subject to federal or state income taxes except for Illinois Replacement tax which is reported in other expenses in the statements of operations Consequently the taxable income or loss of the Company is reported on the tax returns of its individual shareholders
A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination with a tax examination being presumed to occur The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded At December 3 1 20 14 and 20 13 no liability has been recorded The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months
Loan Commitments and Related Financial Instruments Financial instruments include off-balance-sheet credit instruments such as commitments to make loans and standby letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collatenill or ability to repay Such financial instruments are recorded when they are funded
(Continued)
8
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe that there now are such matters that will have a material effect on the consolidated financial statements
Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates credit risk prepayments and other factors especially in the absence of broad markets for particular items Changes in assumptions or in market conditions could significantly affect the estimate
NOTE 2 - LOANS
Loans consisted of the following at year end
2014 2013 Real estate
One-to-four-family residential $ 10714580 $ 10678619 Multi-family residential 8996053 10694218 Commercial 10879236 7 402 077
Total real estate 30589869 28774914 Commercial and industrial 1301663 2030243 Consumer and other 143 788 187282
Total loans 32035320 30992439 Deferred loan fees (3141) (550) Allowance for loan losses (386194) (402628)
Loans net $ j 615985 $ 3Q 589 261
(Continued)
9
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the activity in the allowance for loan losses during the years ended December 31 2014 and 2013
One-to-four- Multi-family Commercial Family Residential Commercial and Consumer
Residential Real Estate Real Estate Construction Industrial and Other 2014 Allowance for loan losses
Beginning balance $ 162324 $ 86451 $ 127498 $ 26127 $ 228 Provision for loan losses 18154 12578 14211 125 (68) Loans charged-off (22307) (39127) Recoveries
Total ending allowance balance $ 180 478 $ 76 722 $ 102 582 $ $ 26 252 $ 160
2013 Allowance for loan losses
Beginning balance $ 357483 $ 90636 $ 124070 $ $ 44275 $ 53 Provision for loan losses (143583) (4185) 3428 144165 175 Loans charged-off (51576) (162313) Recoveries
Total ending allowance balance $ 162 324 s 66 Sl sect lZ 96 s s 26 l2Z s 26
(Continued)
Total
$ 402628 45000
(61434)
$ 386 194
$ 616517
(213889)
s Q2 626
10
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
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Submission Procedure
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Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
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bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLI DATED BALANCE SHEETS
December 31 20 14 and 2013
20 14 ASSETS Cash and due from banks $ 7073798 Federal funds sold 1341286
Total cash and cash equivalents 8415084 Certificates of deposit with other financial institutions 249000 Loans net 3 1645985 Federal Home Loan Bank stock at cost 2 19 100 Leasehold improvements furniture and equipment net 23 1693 Other real estate owned Accrued interest receivable and other assets 3 19288
Total assets $ 4 1 080 150
LIABILITIES AND SHAREHOLDERS EQUITY Liabilities
Deposits Non-interest-bearing demand $ 496952 NOW accounts 2 1801 1 Money market accounts 1064849 1 Savings 247587 Time deposits $ 100000 and over 11999952 Other time deposits 9243864
Total deposits 32854857 Notes payable 749233 Accrued interest payable and other liabilities 59 272
Total liabilities 33663362
Shareholders equity Common stock - $ 1 par value 2000 shares authorized 722 and 727 shares issued and outstanding respectively 722
Additional paid-in capital 72 14059 Retained earnings 202007
Total shareholders equity 7416788
Total liabilities and shareholders equity $ l Q8Q l5Q
See accompanying notes to consolidated financial statements
2013
$ 7067402 1191082 8258484
3058926 1 219100 251 190
2436950 3 11 490
$ 42 066 475
$ 2209 13 255621
5015745 227040
15569870 12345 169 33634358
796902 54 232
34485492
727 7239054
341202 7580983
42 Q6tHZ5
2
NORTHWEST EQUITY CORP AN D SUBSI DIARY CONSOLI DATED STATEMENTS OF OPERATIONS
Years ended December 31 2014 and 2013
Interest income Loans including fee income Federal Home Loan Bank dividends Federal funds sold and deposits with banks
Interest expense Deposits Federal Home Loan Bank advances Notes payable
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Noninterest income Service charges on deposit accounts Other fees and income
Noninterest expense Salaries and employee benefits Occupancy and equipment Data processing Other real estate owned expense Other expenses
Net loss
$
$
2014
1212248 985
23 018 1236251
224301
57 605 281 906
954345
45 000
909345
2205 64 134 66339
476201 216067
78811
343800 1114 879
(139 j 95)
See accompanying notes to consolidated financial statements
2013
$ 1408476 749
38359 1447584
337440 54384 38 626
430 450
1017134
1017134
3626 2 878 6504
470248 175258
79449 42088
329001 1096044
(72 Q6)
3
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
Years ended December 31 2014 and 20 13
Additional Common Paid-In Retained
Stock Capital Earnings
Balance at January 1 20 13 $ 727 $ 7239054 $ 413608
Net loss (72406)
Balance at December 31 20 13 727 7239054 341202
Net loss (139 195) Redemption of common shares (5) (24995)
Balance at December 3 1 2014 $ Z22 $ 7 214 Q59 $ 2Q2 QQZ
See accompanying notes to consolidated financial statements
Total Shareholders
Equity
$ 7653389
(72406)
7580983
(139 195) (25000)
$ z 416 788
4
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31 2014 and 2013
2014 Cash f lows from operating activities
Net loss $ (139 195) Adjustments to reconcile net loss
to net cash from operating activities Depreciation 29904 Provision for loan losses 45000 Deferred loan fees 2591 Write down of other real estate owned Change in accrued interest receivable and
other assets (7798) Change in accrued interest payable and
other liabilities 5 040 Net cash from operating activities (64458)
Cash flows from investing activities Net change in loans 784810 Purchase of certificates of deposit
with other financial institutions (249000) Redemption of Federal Home Loan Bank stock Purchase of premises and equipment (10407) Proceeds from sale of other real estate owned 550000 Capital improvements to other real estate owned (2 176)
Net cash from investing activities 1073227
Cash flows from financing activities Net change in deposits (779501) Repayments of Federal Home Loan Bank advances Net change in notes payable (47668) Redemption of common shares (25000)
Net cash from financing activities (852169)
Net change in cash and cash equivalents 156600
Cash and cash equivalents at beginning of year 8258484
Cash and cash equivalents at end of year $ 8 415 084
Supplemental disclosures of cash flow information Interest paid $ 288705 Loan made to facilitate sale of other real estate owned 1850000
See accompanying notes to consolidated financial statements
2013
$ (72406)
30962
(3805) 11756
10903
(29017) (51607)
2803783
46500
73244 (260027)
2663500
(9678356) (1481360)
(18475)
(11178191)
(8566298)
16824782
$ 8258 484
$ 437365 260000
5
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation Northwest Equity Corp along with its wholly owned subsidiary 1st Equity Bank Northwest together referred to as the Company was organized and completed its initial stock offerings in 2003 and began operations on October 15 2003 Significant intercompany transactions and balances are eliminated in consolidation
Nature of Operations The Company provides financial services through its office located in Buffalo Grove Illinois The Company makes commercial real estate and installment loans to customers primarily in the Chicago metropolitan area Substantially all loans are secured by specific items of collateral including real estate business assets and consumer assets Commercial loans are expected to be repaid from cash flow from operations of businesses Real estate loans are secured by both residential and commercial real estate Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions and federal funds sold
Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ
Subsequent Events The Company has evaluated subsequent events for potential recognition and disclosure through September 28 2015 the date the financial statements were available to be issued
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold for one-day periods The Company reports net cash flows for loan and deposit transactions and notes payable
Securities The Company had no investments in securities during 2014 and 20 13
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding net of deferred loan fees and costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income using the levelshyyield method without anticipating prepayments For all portfolio segments interest income on loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income Interest received on such loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable incurred credit losses Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance Management estimates the allowance balance required using past loan loss experience the nature and volume of the portfolio information about specific borrower situations and estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged off
( Continued)
6
NORTHWEST EQUITY CORP AND SUBSIOIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired
A loan is impaired when full payment under the loan terms is not expected Loans for which the terms have been modified resulting in a concession and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings and classified as impaired Commercial construction and commercial real estate loans are individually evaluated for impairment If a loan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller-balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent three years This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment These economic factors include consideration of the following levels of and trends in delinquencies and impaired loans levels of and trends in charge-offs and recoveries trends in volume and terms of loans effects of any changes in risk selection and underwriting standards other changes in lending policies procedures and practices experience ability and depth of lending management and other relevant staff national and local economic trends and conditions industry conditions and effects of changes in credit concentrations
Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loans effective rate at inception If a troubled debt restructuring is considered to be a collateral dependent loan the loan is reported net at the fair value of the collateral For troubled debt restructurings that subsequently default the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses
The following portfolio segments have been identified real estate including one-to-four-family residential multi-family residential commercial and construction commercial and industrial and consumer and other
Management considers the following when assessing the risk in the loan portfolio
bull Real estate loans are affected by the local residential real estate market the local economy and for variable rate mortgages movement in indices tied to these loans At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Appraisals are obtained to support the loan amount Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
bull Commercial and industrial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses Commercial loans are advanced for equipment purchases or to provide working capital or meet other financing needs of business enterprises These loans may be secured by accounts receivable inventory equipment or other business assets At the time of origination financial information is obtained from the borrower to evaluate ability to repay the loans and periodically obtained during the life of the loan An evaluation of the projects cash flows is performed to evaluate the borrowers ability to repay the loan at the time of origination and periodically updated during the life of the loan
(Continued)
7
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
bull Consumer and other loans are affected by the local economy At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
Federal Home Loan Bank (FHLB) Stock 1st Equity Bank Northwest (the Bank) is a member of the FHLB system Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment Because ti1is stock is viewed as a long-term investment impairment is based on ultimate recovery of par value Both cash and stock dividends are reported as income
Other Real Estate Owned Assets acquired through or instead of loan foreclosure are initially recorded at fair value less estimated selling costs when acquired establishing a new cost basis If fair value declines subsequent to foreclosure a valuation allowance is recorded through expense Holding costs after acquisition are expensed At December 3 1 20 14 there was no other real estate owned Of the $2436950 at December 3 1 20 13 $2436950 is commercial real estate
Leasehold Improvements Furniture and Equipment Leasehold improvements furniture and equipment are stated at cost less accumulated depreciation Depreciation is computed primarily on the straight-line method over the lease term or estimated useful lives of the assets whichever is less The cost of maintenance and repairs is charged to expense as incurred and significant improvements are capitalized
Bank-Owned Key Man Life Insurance The Company has purchased life insurance policies on certain key executives Bank-owned key man life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement The total carrying value is $209 194 and $ 162778 at December 3 1 20 14 and 20 13 and is carried in other assets in the consolidated balance sheets
Long-Term Assets Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows If impaired the assets are recorded at fair value
Income Taxes The Company is an S corporation under Subchapter S of the Internal Revenue Code and is not subject to federal or state income taxes except for Illinois Replacement tax which is reported in other expenses in the statements of operations Consequently the taxable income or loss of the Company is reported on the tax returns of its individual shareholders
A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination with a tax examination being presumed to occur The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded At December 3 1 20 14 and 20 13 no liability has been recorded The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months
Loan Commitments and Related Financial Instruments Financial instruments include off-balance-sheet credit instruments such as commitments to make loans and standby letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collatenill or ability to repay Such financial instruments are recorded when they are funded
(Continued)
8
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe that there now are such matters that will have a material effect on the consolidated financial statements
Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates credit risk prepayments and other factors especially in the absence of broad markets for particular items Changes in assumptions or in market conditions could significantly affect the estimate
NOTE 2 - LOANS
Loans consisted of the following at year end
2014 2013 Real estate
One-to-four-family residential $ 10714580 $ 10678619 Multi-family residential 8996053 10694218 Commercial 10879236 7 402 077
Total real estate 30589869 28774914 Commercial and industrial 1301663 2030243 Consumer and other 143 788 187282
Total loans 32035320 30992439 Deferred loan fees (3141) (550) Allowance for loan losses (386194) (402628)
Loans net $ j 615985 $ 3Q 589 261
(Continued)
9
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the activity in the allowance for loan losses during the years ended December 31 2014 and 2013
One-to-four- Multi-family Commercial Family Residential Commercial and Consumer
Residential Real Estate Real Estate Construction Industrial and Other 2014 Allowance for loan losses
Beginning balance $ 162324 $ 86451 $ 127498 $ 26127 $ 228 Provision for loan losses 18154 12578 14211 125 (68) Loans charged-off (22307) (39127) Recoveries
Total ending allowance balance $ 180 478 $ 76 722 $ 102 582 $ $ 26 252 $ 160
2013 Allowance for loan losses
Beginning balance $ 357483 $ 90636 $ 124070 $ $ 44275 $ 53 Provision for loan losses (143583) (4185) 3428 144165 175 Loans charged-off (51576) (162313) Recoveries
Total ending allowance balance $ 162 324 s 66 Sl sect lZ 96 s s 26 l2Z s 26
(Continued)
Total
$ 402628 45000
(61434)
$ 386 194
$ 616517
(213889)
s Q2 626
10
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
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Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
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bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AN D SUBSI DIARY CONSOLI DATED STATEMENTS OF OPERATIONS
Years ended December 31 2014 and 2013
Interest income Loans including fee income Federal Home Loan Bank dividends Federal funds sold and deposits with banks
Interest expense Deposits Federal Home Loan Bank advances Notes payable
Net interest income
Provision for loan losses
Net interest income after provision for loan losses
Noninterest income Service charges on deposit accounts Other fees and income
Noninterest expense Salaries and employee benefits Occupancy and equipment Data processing Other real estate owned expense Other expenses
Net loss
$
$
2014
1212248 985
23 018 1236251
224301
57 605 281 906
954345
45 000
909345
2205 64 134 66339
476201 216067
78811
343800 1114 879
(139 j 95)
See accompanying notes to consolidated financial statements
2013
$ 1408476 749
38359 1447584
337440 54384 38 626
430 450
1017134
1017134
3626 2 878 6504
470248 175258
79449 42088
329001 1096044
(72 Q6)
3
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
Years ended December 31 2014 and 20 13
Additional Common Paid-In Retained
Stock Capital Earnings
Balance at January 1 20 13 $ 727 $ 7239054 $ 413608
Net loss (72406)
Balance at December 31 20 13 727 7239054 341202
Net loss (139 195) Redemption of common shares (5) (24995)
Balance at December 3 1 2014 $ Z22 $ 7 214 Q59 $ 2Q2 QQZ
See accompanying notes to consolidated financial statements
Total Shareholders
Equity
$ 7653389
(72406)
7580983
(139 195) (25000)
$ z 416 788
4
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31 2014 and 2013
2014 Cash f lows from operating activities
Net loss $ (139 195) Adjustments to reconcile net loss
to net cash from operating activities Depreciation 29904 Provision for loan losses 45000 Deferred loan fees 2591 Write down of other real estate owned Change in accrued interest receivable and
other assets (7798) Change in accrued interest payable and
other liabilities 5 040 Net cash from operating activities (64458)
Cash flows from investing activities Net change in loans 784810 Purchase of certificates of deposit
with other financial institutions (249000) Redemption of Federal Home Loan Bank stock Purchase of premises and equipment (10407) Proceeds from sale of other real estate owned 550000 Capital improvements to other real estate owned (2 176)
Net cash from investing activities 1073227
Cash flows from financing activities Net change in deposits (779501) Repayments of Federal Home Loan Bank advances Net change in notes payable (47668) Redemption of common shares (25000)
Net cash from financing activities (852169)
Net change in cash and cash equivalents 156600
Cash and cash equivalents at beginning of year 8258484
Cash and cash equivalents at end of year $ 8 415 084
Supplemental disclosures of cash flow information Interest paid $ 288705 Loan made to facilitate sale of other real estate owned 1850000
See accompanying notes to consolidated financial statements
2013
$ (72406)
30962
(3805) 11756
10903
(29017) (51607)
2803783
46500
73244 (260027)
2663500
(9678356) (1481360)
(18475)
(11178191)
(8566298)
16824782
$ 8258 484
$ 437365 260000
5
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation Northwest Equity Corp along with its wholly owned subsidiary 1st Equity Bank Northwest together referred to as the Company was organized and completed its initial stock offerings in 2003 and began operations on October 15 2003 Significant intercompany transactions and balances are eliminated in consolidation
Nature of Operations The Company provides financial services through its office located in Buffalo Grove Illinois The Company makes commercial real estate and installment loans to customers primarily in the Chicago metropolitan area Substantially all loans are secured by specific items of collateral including real estate business assets and consumer assets Commercial loans are expected to be repaid from cash flow from operations of businesses Real estate loans are secured by both residential and commercial real estate Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions and federal funds sold
Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ
Subsequent Events The Company has evaluated subsequent events for potential recognition and disclosure through September 28 2015 the date the financial statements were available to be issued
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold for one-day periods The Company reports net cash flows for loan and deposit transactions and notes payable
Securities The Company had no investments in securities during 2014 and 20 13
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding net of deferred loan fees and costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income using the levelshyyield method without anticipating prepayments For all portfolio segments interest income on loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income Interest received on such loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable incurred credit losses Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance Management estimates the allowance balance required using past loan loss experience the nature and volume of the portfolio information about specific borrower situations and estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged off
( Continued)
6
NORTHWEST EQUITY CORP AND SUBSIOIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired
A loan is impaired when full payment under the loan terms is not expected Loans for which the terms have been modified resulting in a concession and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings and classified as impaired Commercial construction and commercial real estate loans are individually evaluated for impairment If a loan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller-balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent three years This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment These economic factors include consideration of the following levels of and trends in delinquencies and impaired loans levels of and trends in charge-offs and recoveries trends in volume and terms of loans effects of any changes in risk selection and underwriting standards other changes in lending policies procedures and practices experience ability and depth of lending management and other relevant staff national and local economic trends and conditions industry conditions and effects of changes in credit concentrations
Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loans effective rate at inception If a troubled debt restructuring is considered to be a collateral dependent loan the loan is reported net at the fair value of the collateral For troubled debt restructurings that subsequently default the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses
The following portfolio segments have been identified real estate including one-to-four-family residential multi-family residential commercial and construction commercial and industrial and consumer and other
Management considers the following when assessing the risk in the loan portfolio
bull Real estate loans are affected by the local residential real estate market the local economy and for variable rate mortgages movement in indices tied to these loans At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Appraisals are obtained to support the loan amount Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
bull Commercial and industrial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses Commercial loans are advanced for equipment purchases or to provide working capital or meet other financing needs of business enterprises These loans may be secured by accounts receivable inventory equipment or other business assets At the time of origination financial information is obtained from the borrower to evaluate ability to repay the loans and periodically obtained during the life of the loan An evaluation of the projects cash flows is performed to evaluate the borrowers ability to repay the loan at the time of origination and periodically updated during the life of the loan
(Continued)
7
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
bull Consumer and other loans are affected by the local economy At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
Federal Home Loan Bank (FHLB) Stock 1st Equity Bank Northwest (the Bank) is a member of the FHLB system Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment Because ti1is stock is viewed as a long-term investment impairment is based on ultimate recovery of par value Both cash and stock dividends are reported as income
Other Real Estate Owned Assets acquired through or instead of loan foreclosure are initially recorded at fair value less estimated selling costs when acquired establishing a new cost basis If fair value declines subsequent to foreclosure a valuation allowance is recorded through expense Holding costs after acquisition are expensed At December 3 1 20 14 there was no other real estate owned Of the $2436950 at December 3 1 20 13 $2436950 is commercial real estate
Leasehold Improvements Furniture and Equipment Leasehold improvements furniture and equipment are stated at cost less accumulated depreciation Depreciation is computed primarily on the straight-line method over the lease term or estimated useful lives of the assets whichever is less The cost of maintenance and repairs is charged to expense as incurred and significant improvements are capitalized
Bank-Owned Key Man Life Insurance The Company has purchased life insurance policies on certain key executives Bank-owned key man life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement The total carrying value is $209 194 and $ 162778 at December 3 1 20 14 and 20 13 and is carried in other assets in the consolidated balance sheets
Long-Term Assets Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows If impaired the assets are recorded at fair value
Income Taxes The Company is an S corporation under Subchapter S of the Internal Revenue Code and is not subject to federal or state income taxes except for Illinois Replacement tax which is reported in other expenses in the statements of operations Consequently the taxable income or loss of the Company is reported on the tax returns of its individual shareholders
A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination with a tax examination being presumed to occur The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded At December 3 1 20 14 and 20 13 no liability has been recorded The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months
Loan Commitments and Related Financial Instruments Financial instruments include off-balance-sheet credit instruments such as commitments to make loans and standby letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collatenill or ability to repay Such financial instruments are recorded when they are funded
(Continued)
8
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe that there now are such matters that will have a material effect on the consolidated financial statements
Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates credit risk prepayments and other factors especially in the absence of broad markets for particular items Changes in assumptions or in market conditions could significantly affect the estimate
NOTE 2 - LOANS
Loans consisted of the following at year end
2014 2013 Real estate
One-to-four-family residential $ 10714580 $ 10678619 Multi-family residential 8996053 10694218 Commercial 10879236 7 402 077
Total real estate 30589869 28774914 Commercial and industrial 1301663 2030243 Consumer and other 143 788 187282
Total loans 32035320 30992439 Deferred loan fees (3141) (550) Allowance for loan losses (386194) (402628)
Loans net $ j 615985 $ 3Q 589 261
(Continued)
9
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the activity in the allowance for loan losses during the years ended December 31 2014 and 2013
One-to-four- Multi-family Commercial Family Residential Commercial and Consumer
Residential Real Estate Real Estate Construction Industrial and Other 2014 Allowance for loan losses
Beginning balance $ 162324 $ 86451 $ 127498 $ 26127 $ 228 Provision for loan losses 18154 12578 14211 125 (68) Loans charged-off (22307) (39127) Recoveries
Total ending allowance balance $ 180 478 $ 76 722 $ 102 582 $ $ 26 252 $ 160
2013 Allowance for loan losses
Beginning balance $ 357483 $ 90636 $ 124070 $ $ 44275 $ 53 Provision for loan losses (143583) (4185) 3428 144165 175 Loans charged-off (51576) (162313) Recoveries
Total ending allowance balance $ 162 324 s 66 Sl sect lZ 96 s s 26 l2Z s 26
(Continued)
Total
$ 402628 45000
(61434)
$ 386 194
$ 616517
(213889)
s Q2 626
10
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
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Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF SHAREHOLDERS EQUITY
Years ended December 31 2014 and 20 13
Additional Common Paid-In Retained
Stock Capital Earnings
Balance at January 1 20 13 $ 727 $ 7239054 $ 413608
Net loss (72406)
Balance at December 31 20 13 727 7239054 341202
Net loss (139 195) Redemption of common shares (5) (24995)
Balance at December 3 1 2014 $ Z22 $ 7 214 Q59 $ 2Q2 QQZ
See accompanying notes to consolidated financial statements
Total Shareholders
Equity
$ 7653389
(72406)
7580983
(139 195) (25000)
$ z 416 788
4
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31 2014 and 2013
2014 Cash f lows from operating activities
Net loss $ (139 195) Adjustments to reconcile net loss
to net cash from operating activities Depreciation 29904 Provision for loan losses 45000 Deferred loan fees 2591 Write down of other real estate owned Change in accrued interest receivable and
other assets (7798) Change in accrued interest payable and
other liabilities 5 040 Net cash from operating activities (64458)
Cash flows from investing activities Net change in loans 784810 Purchase of certificates of deposit
with other financial institutions (249000) Redemption of Federal Home Loan Bank stock Purchase of premises and equipment (10407) Proceeds from sale of other real estate owned 550000 Capital improvements to other real estate owned (2 176)
Net cash from investing activities 1073227
Cash flows from financing activities Net change in deposits (779501) Repayments of Federal Home Loan Bank advances Net change in notes payable (47668) Redemption of common shares (25000)
Net cash from financing activities (852169)
Net change in cash and cash equivalents 156600
Cash and cash equivalents at beginning of year 8258484
Cash and cash equivalents at end of year $ 8 415 084
Supplemental disclosures of cash flow information Interest paid $ 288705 Loan made to facilitate sale of other real estate owned 1850000
See accompanying notes to consolidated financial statements
2013
$ (72406)
30962
(3805) 11756
10903
(29017) (51607)
2803783
46500
73244 (260027)
2663500
(9678356) (1481360)
(18475)
(11178191)
(8566298)
16824782
$ 8258 484
$ 437365 260000
5
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation Northwest Equity Corp along with its wholly owned subsidiary 1st Equity Bank Northwest together referred to as the Company was organized and completed its initial stock offerings in 2003 and began operations on October 15 2003 Significant intercompany transactions and balances are eliminated in consolidation
Nature of Operations The Company provides financial services through its office located in Buffalo Grove Illinois The Company makes commercial real estate and installment loans to customers primarily in the Chicago metropolitan area Substantially all loans are secured by specific items of collateral including real estate business assets and consumer assets Commercial loans are expected to be repaid from cash flow from operations of businesses Real estate loans are secured by both residential and commercial real estate Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions and federal funds sold
Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ
Subsequent Events The Company has evaluated subsequent events for potential recognition and disclosure through September 28 2015 the date the financial statements were available to be issued
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold for one-day periods The Company reports net cash flows for loan and deposit transactions and notes payable
Securities The Company had no investments in securities during 2014 and 20 13
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding net of deferred loan fees and costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income using the levelshyyield method without anticipating prepayments For all portfolio segments interest income on loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income Interest received on such loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable incurred credit losses Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance Management estimates the allowance balance required using past loan loss experience the nature and volume of the portfolio information about specific borrower situations and estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged off
( Continued)
6
NORTHWEST EQUITY CORP AND SUBSIOIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired
A loan is impaired when full payment under the loan terms is not expected Loans for which the terms have been modified resulting in a concession and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings and classified as impaired Commercial construction and commercial real estate loans are individually evaluated for impairment If a loan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller-balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent three years This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment These economic factors include consideration of the following levels of and trends in delinquencies and impaired loans levels of and trends in charge-offs and recoveries trends in volume and terms of loans effects of any changes in risk selection and underwriting standards other changes in lending policies procedures and practices experience ability and depth of lending management and other relevant staff national and local economic trends and conditions industry conditions and effects of changes in credit concentrations
Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loans effective rate at inception If a troubled debt restructuring is considered to be a collateral dependent loan the loan is reported net at the fair value of the collateral For troubled debt restructurings that subsequently default the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses
The following portfolio segments have been identified real estate including one-to-four-family residential multi-family residential commercial and construction commercial and industrial and consumer and other
Management considers the following when assessing the risk in the loan portfolio
bull Real estate loans are affected by the local residential real estate market the local economy and for variable rate mortgages movement in indices tied to these loans At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Appraisals are obtained to support the loan amount Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
bull Commercial and industrial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses Commercial loans are advanced for equipment purchases or to provide working capital or meet other financing needs of business enterprises These loans may be secured by accounts receivable inventory equipment or other business assets At the time of origination financial information is obtained from the borrower to evaluate ability to repay the loans and periodically obtained during the life of the loan An evaluation of the projects cash flows is performed to evaluate the borrowers ability to repay the loan at the time of origination and periodically updated during the life of the loan
(Continued)
7
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
bull Consumer and other loans are affected by the local economy At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
Federal Home Loan Bank (FHLB) Stock 1st Equity Bank Northwest (the Bank) is a member of the FHLB system Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment Because ti1is stock is viewed as a long-term investment impairment is based on ultimate recovery of par value Both cash and stock dividends are reported as income
Other Real Estate Owned Assets acquired through or instead of loan foreclosure are initially recorded at fair value less estimated selling costs when acquired establishing a new cost basis If fair value declines subsequent to foreclosure a valuation allowance is recorded through expense Holding costs after acquisition are expensed At December 3 1 20 14 there was no other real estate owned Of the $2436950 at December 3 1 20 13 $2436950 is commercial real estate
Leasehold Improvements Furniture and Equipment Leasehold improvements furniture and equipment are stated at cost less accumulated depreciation Depreciation is computed primarily on the straight-line method over the lease term or estimated useful lives of the assets whichever is less The cost of maintenance and repairs is charged to expense as incurred and significant improvements are capitalized
Bank-Owned Key Man Life Insurance The Company has purchased life insurance policies on certain key executives Bank-owned key man life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement The total carrying value is $209 194 and $ 162778 at December 3 1 20 14 and 20 13 and is carried in other assets in the consolidated balance sheets
Long-Term Assets Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows If impaired the assets are recorded at fair value
Income Taxes The Company is an S corporation under Subchapter S of the Internal Revenue Code and is not subject to federal or state income taxes except for Illinois Replacement tax which is reported in other expenses in the statements of operations Consequently the taxable income or loss of the Company is reported on the tax returns of its individual shareholders
A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination with a tax examination being presumed to occur The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded At December 3 1 20 14 and 20 13 no liability has been recorded The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months
Loan Commitments and Related Financial Instruments Financial instruments include off-balance-sheet credit instruments such as commitments to make loans and standby letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collatenill or ability to repay Such financial instruments are recorded when they are funded
(Continued)
8
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe that there now are such matters that will have a material effect on the consolidated financial statements
Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates credit risk prepayments and other factors especially in the absence of broad markets for particular items Changes in assumptions or in market conditions could significantly affect the estimate
NOTE 2 - LOANS
Loans consisted of the following at year end
2014 2013 Real estate
One-to-four-family residential $ 10714580 $ 10678619 Multi-family residential 8996053 10694218 Commercial 10879236 7 402 077
Total real estate 30589869 28774914 Commercial and industrial 1301663 2030243 Consumer and other 143 788 187282
Total loans 32035320 30992439 Deferred loan fees (3141) (550) Allowance for loan losses (386194) (402628)
Loans net $ j 615985 $ 3Q 589 261
(Continued)
9
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the activity in the allowance for loan losses during the years ended December 31 2014 and 2013
One-to-four- Multi-family Commercial Family Residential Commercial and Consumer
Residential Real Estate Real Estate Construction Industrial and Other 2014 Allowance for loan losses
Beginning balance $ 162324 $ 86451 $ 127498 $ 26127 $ 228 Provision for loan losses 18154 12578 14211 125 (68) Loans charged-off (22307) (39127) Recoveries
Total ending allowance balance $ 180 478 $ 76 722 $ 102 582 $ $ 26 252 $ 160
2013 Allowance for loan losses
Beginning balance $ 357483 $ 90636 $ 124070 $ $ 44275 $ 53 Provision for loan losses (143583) (4185) 3428 144165 175 Loans charged-off (51576) (162313) Recoveries
Total ending allowance balance $ 162 324 s 66 Sl sect lZ 96 s s 26 l2Z s 26
(Continued)
Total
$ 402628 45000
(61434)
$ 386 194
$ 616517
(213889)
s Q2 626
10
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
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Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY CONSOLIDATED STATEMENTS OF CASH FLOWS
Years ended December 31 2014 and 2013
2014 Cash f lows from operating activities
Net loss $ (139 195) Adjustments to reconcile net loss
to net cash from operating activities Depreciation 29904 Provision for loan losses 45000 Deferred loan fees 2591 Write down of other real estate owned Change in accrued interest receivable and
other assets (7798) Change in accrued interest payable and
other liabilities 5 040 Net cash from operating activities (64458)
Cash flows from investing activities Net change in loans 784810 Purchase of certificates of deposit
with other financial institutions (249000) Redemption of Federal Home Loan Bank stock Purchase of premises and equipment (10407) Proceeds from sale of other real estate owned 550000 Capital improvements to other real estate owned (2 176)
Net cash from investing activities 1073227
Cash flows from financing activities Net change in deposits (779501) Repayments of Federal Home Loan Bank advances Net change in notes payable (47668) Redemption of common shares (25000)
Net cash from financing activities (852169)
Net change in cash and cash equivalents 156600
Cash and cash equivalents at beginning of year 8258484
Cash and cash equivalents at end of year $ 8 415 084
Supplemental disclosures of cash flow information Interest paid $ 288705 Loan made to facilitate sale of other real estate owned 1850000
See accompanying notes to consolidated financial statements
2013
$ (72406)
30962
(3805) 11756
10903
(29017) (51607)
2803783
46500
73244 (260027)
2663500
(9678356) (1481360)
(18475)
(11178191)
(8566298)
16824782
$ 8258 484
$ 437365 260000
5
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation Northwest Equity Corp along with its wholly owned subsidiary 1st Equity Bank Northwest together referred to as the Company was organized and completed its initial stock offerings in 2003 and began operations on October 15 2003 Significant intercompany transactions and balances are eliminated in consolidation
Nature of Operations The Company provides financial services through its office located in Buffalo Grove Illinois The Company makes commercial real estate and installment loans to customers primarily in the Chicago metropolitan area Substantially all loans are secured by specific items of collateral including real estate business assets and consumer assets Commercial loans are expected to be repaid from cash flow from operations of businesses Real estate loans are secured by both residential and commercial real estate Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions and federal funds sold
Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ
Subsequent Events The Company has evaluated subsequent events for potential recognition and disclosure through September 28 2015 the date the financial statements were available to be issued
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold for one-day periods The Company reports net cash flows for loan and deposit transactions and notes payable
Securities The Company had no investments in securities during 2014 and 20 13
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding net of deferred loan fees and costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income using the levelshyyield method without anticipating prepayments For all portfolio segments interest income on loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income Interest received on such loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable incurred credit losses Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance Management estimates the allowance balance required using past loan loss experience the nature and volume of the portfolio information about specific borrower situations and estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged off
( Continued)
6
NORTHWEST EQUITY CORP AND SUBSIOIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired
A loan is impaired when full payment under the loan terms is not expected Loans for which the terms have been modified resulting in a concession and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings and classified as impaired Commercial construction and commercial real estate loans are individually evaluated for impairment If a loan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller-balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent three years This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment These economic factors include consideration of the following levels of and trends in delinquencies and impaired loans levels of and trends in charge-offs and recoveries trends in volume and terms of loans effects of any changes in risk selection and underwriting standards other changes in lending policies procedures and practices experience ability and depth of lending management and other relevant staff national and local economic trends and conditions industry conditions and effects of changes in credit concentrations
Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loans effective rate at inception If a troubled debt restructuring is considered to be a collateral dependent loan the loan is reported net at the fair value of the collateral For troubled debt restructurings that subsequently default the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses
The following portfolio segments have been identified real estate including one-to-four-family residential multi-family residential commercial and construction commercial and industrial and consumer and other
Management considers the following when assessing the risk in the loan portfolio
bull Real estate loans are affected by the local residential real estate market the local economy and for variable rate mortgages movement in indices tied to these loans At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Appraisals are obtained to support the loan amount Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
bull Commercial and industrial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses Commercial loans are advanced for equipment purchases or to provide working capital or meet other financing needs of business enterprises These loans may be secured by accounts receivable inventory equipment or other business assets At the time of origination financial information is obtained from the borrower to evaluate ability to repay the loans and periodically obtained during the life of the loan An evaluation of the projects cash flows is performed to evaluate the borrowers ability to repay the loan at the time of origination and periodically updated during the life of the loan
(Continued)
7
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
bull Consumer and other loans are affected by the local economy At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
Federal Home Loan Bank (FHLB) Stock 1st Equity Bank Northwest (the Bank) is a member of the FHLB system Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment Because ti1is stock is viewed as a long-term investment impairment is based on ultimate recovery of par value Both cash and stock dividends are reported as income
Other Real Estate Owned Assets acquired through or instead of loan foreclosure are initially recorded at fair value less estimated selling costs when acquired establishing a new cost basis If fair value declines subsequent to foreclosure a valuation allowance is recorded through expense Holding costs after acquisition are expensed At December 3 1 20 14 there was no other real estate owned Of the $2436950 at December 3 1 20 13 $2436950 is commercial real estate
Leasehold Improvements Furniture and Equipment Leasehold improvements furniture and equipment are stated at cost less accumulated depreciation Depreciation is computed primarily on the straight-line method over the lease term or estimated useful lives of the assets whichever is less The cost of maintenance and repairs is charged to expense as incurred and significant improvements are capitalized
Bank-Owned Key Man Life Insurance The Company has purchased life insurance policies on certain key executives Bank-owned key man life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement The total carrying value is $209 194 and $ 162778 at December 3 1 20 14 and 20 13 and is carried in other assets in the consolidated balance sheets
Long-Term Assets Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows If impaired the assets are recorded at fair value
Income Taxes The Company is an S corporation under Subchapter S of the Internal Revenue Code and is not subject to federal or state income taxes except for Illinois Replacement tax which is reported in other expenses in the statements of operations Consequently the taxable income or loss of the Company is reported on the tax returns of its individual shareholders
A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination with a tax examination being presumed to occur The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded At December 3 1 20 14 and 20 13 no liability has been recorded The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months
Loan Commitments and Related Financial Instruments Financial instruments include off-balance-sheet credit instruments such as commitments to make loans and standby letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collatenill or ability to repay Such financial instruments are recorded when they are funded
(Continued)
8
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe that there now are such matters that will have a material effect on the consolidated financial statements
Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates credit risk prepayments and other factors especially in the absence of broad markets for particular items Changes in assumptions or in market conditions could significantly affect the estimate
NOTE 2 - LOANS
Loans consisted of the following at year end
2014 2013 Real estate
One-to-four-family residential $ 10714580 $ 10678619 Multi-family residential 8996053 10694218 Commercial 10879236 7 402 077
Total real estate 30589869 28774914 Commercial and industrial 1301663 2030243 Consumer and other 143 788 187282
Total loans 32035320 30992439 Deferred loan fees (3141) (550) Allowance for loan losses (386194) (402628)
Loans net $ j 615985 $ 3Q 589 261
(Continued)
9
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the activity in the allowance for loan losses during the years ended December 31 2014 and 2013
One-to-four- Multi-family Commercial Family Residential Commercial and Consumer
Residential Real Estate Real Estate Construction Industrial and Other 2014 Allowance for loan losses
Beginning balance $ 162324 $ 86451 $ 127498 $ 26127 $ 228 Provision for loan losses 18154 12578 14211 125 (68) Loans charged-off (22307) (39127) Recoveries
Total ending allowance balance $ 180 478 $ 76 722 $ 102 582 $ $ 26 252 $ 160
2013 Allowance for loan losses
Beginning balance $ 357483 $ 90636 $ 124070 $ $ 44275 $ 53 Provision for loan losses (143583) (4185) 3428 144165 175 Loans charged-off (51576) (162313) Recoveries
Total ending allowance balance $ 162 324 s 66 Sl sect lZ 96 s s 26 l2Z s 26
(Continued)
Total
$ 402628 45000
(61434)
$ 386 194
$ 616517
(213889)
s Q2 626
10
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
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Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
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Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
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Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Principles of Consolidation Northwest Equity Corp along with its wholly owned subsidiary 1st Equity Bank Northwest together referred to as the Company was organized and completed its initial stock offerings in 2003 and began operations on October 15 2003 Significant intercompany transactions and balances are eliminated in consolidation
Nature of Operations The Company provides financial services through its office located in Buffalo Grove Illinois The Company makes commercial real estate and installment loans to customers primarily in the Chicago metropolitan area Substantially all loans are secured by specific items of collateral including real estate business assets and consumer assets Commercial loans are expected to be repaid from cash flow from operations of businesses Real estate loans are secured by both residential and commercial real estate Other financial instruments that potentially represent concentrations of credit risk include deposit accounts in other financial institutions and federal funds sold
Use of Estimates To prepare financial statements in conformity with accounting principles generally accepted in the United States of America management makes estimates and assumptions based on available information These estimates and assumptions affect the amounts reported in the financial statements and the disclosures provided and actual results could differ
Subsequent Events The Company has evaluated subsequent events for potential recognition and disclosure through September 28 2015 the date the financial statements were available to be issued
Cash Flows For purposes of reporting cash flows cash and cash equivalents include cash on hand amounts due from banks and federal funds sold Generally federal funds are sold for one-day periods The Company reports net cash flows for loan and deposit transactions and notes payable
Securities The Company had no investments in securities during 2014 and 20 13
Loans Loans that management has the intent and ability to hold for the foreseeable future or until maturity or payoff are reported at the principal balance outstanding net of deferred loan fees and costs and an allowance for loan losses Interest income is accrued on the unpaid principal balance Loan origination fees net of certain direct origination costs are deferred and recognized in interest income using the levelshyyield method without anticipating prepayments For all portfolio segments interest income on loans is discontinued at the time the loan is 90 days delinquent unless the loan is well-secured and in process of collection Past due status is based on the contractual terms of the loan In all cases loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful
All interest accrued but not received for loans placed on nonaccrual is reversed against interest income Interest received on such loans is accounted for on the cash-basis or cost-recovery method until qualifying for return to accrual Loans are returned to accrual status when all of the principal and interest amounts contractually due are brought current and future payments are reasonably assured
Allowance for Loan Losses The allowance for loan losses is a valuation allowance for probable incurred credit losses Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed Subsequent recoveries if any are credited to the allowance Management estimates the allowance balance required using past loan loss experience the nature and volume of the portfolio information about specific borrower situations and estimated collateral values economic conditions and other factors Allocations of the allowance may be made for specific loans but the entire allowance is available for any loan that in managements judgment should be charged off
( Continued)
6
NORTHWEST EQUITY CORP AND SUBSIOIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired
A loan is impaired when full payment under the loan terms is not expected Loans for which the terms have been modified resulting in a concession and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings and classified as impaired Commercial construction and commercial real estate loans are individually evaluated for impairment If a loan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller-balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent three years This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment These economic factors include consideration of the following levels of and trends in delinquencies and impaired loans levels of and trends in charge-offs and recoveries trends in volume and terms of loans effects of any changes in risk selection and underwriting standards other changes in lending policies procedures and practices experience ability and depth of lending management and other relevant staff national and local economic trends and conditions industry conditions and effects of changes in credit concentrations
Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loans effective rate at inception If a troubled debt restructuring is considered to be a collateral dependent loan the loan is reported net at the fair value of the collateral For troubled debt restructurings that subsequently default the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses
The following portfolio segments have been identified real estate including one-to-four-family residential multi-family residential commercial and construction commercial and industrial and consumer and other
Management considers the following when assessing the risk in the loan portfolio
bull Real estate loans are affected by the local residential real estate market the local economy and for variable rate mortgages movement in indices tied to these loans At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Appraisals are obtained to support the loan amount Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
bull Commercial and industrial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses Commercial loans are advanced for equipment purchases or to provide working capital or meet other financing needs of business enterprises These loans may be secured by accounts receivable inventory equipment or other business assets At the time of origination financial information is obtained from the borrower to evaluate ability to repay the loans and periodically obtained during the life of the loan An evaluation of the projects cash flows is performed to evaluate the borrowers ability to repay the loan at the time of origination and periodically updated during the life of the loan
(Continued)
7
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
bull Consumer and other loans are affected by the local economy At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
Federal Home Loan Bank (FHLB) Stock 1st Equity Bank Northwest (the Bank) is a member of the FHLB system Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment Because ti1is stock is viewed as a long-term investment impairment is based on ultimate recovery of par value Both cash and stock dividends are reported as income
Other Real Estate Owned Assets acquired through or instead of loan foreclosure are initially recorded at fair value less estimated selling costs when acquired establishing a new cost basis If fair value declines subsequent to foreclosure a valuation allowance is recorded through expense Holding costs after acquisition are expensed At December 3 1 20 14 there was no other real estate owned Of the $2436950 at December 3 1 20 13 $2436950 is commercial real estate
Leasehold Improvements Furniture and Equipment Leasehold improvements furniture and equipment are stated at cost less accumulated depreciation Depreciation is computed primarily on the straight-line method over the lease term or estimated useful lives of the assets whichever is less The cost of maintenance and repairs is charged to expense as incurred and significant improvements are capitalized
Bank-Owned Key Man Life Insurance The Company has purchased life insurance policies on certain key executives Bank-owned key man life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement The total carrying value is $209 194 and $ 162778 at December 3 1 20 14 and 20 13 and is carried in other assets in the consolidated balance sheets
Long-Term Assets Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows If impaired the assets are recorded at fair value
Income Taxes The Company is an S corporation under Subchapter S of the Internal Revenue Code and is not subject to federal or state income taxes except for Illinois Replacement tax which is reported in other expenses in the statements of operations Consequently the taxable income or loss of the Company is reported on the tax returns of its individual shareholders
A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination with a tax examination being presumed to occur The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded At December 3 1 20 14 and 20 13 no liability has been recorded The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months
Loan Commitments and Related Financial Instruments Financial instruments include off-balance-sheet credit instruments such as commitments to make loans and standby letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collatenill or ability to repay Such financial instruments are recorded when they are funded
(Continued)
8
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe that there now are such matters that will have a material effect on the consolidated financial statements
Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates credit risk prepayments and other factors especially in the absence of broad markets for particular items Changes in assumptions or in market conditions could significantly affect the estimate
NOTE 2 - LOANS
Loans consisted of the following at year end
2014 2013 Real estate
One-to-four-family residential $ 10714580 $ 10678619 Multi-family residential 8996053 10694218 Commercial 10879236 7 402 077
Total real estate 30589869 28774914 Commercial and industrial 1301663 2030243 Consumer and other 143 788 187282
Total loans 32035320 30992439 Deferred loan fees (3141) (550) Allowance for loan losses (386194) (402628)
Loans net $ j 615985 $ 3Q 589 261
(Continued)
9
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the activity in the allowance for loan losses during the years ended December 31 2014 and 2013
One-to-four- Multi-family Commercial Family Residential Commercial and Consumer
Residential Real Estate Real Estate Construction Industrial and Other 2014 Allowance for loan losses
Beginning balance $ 162324 $ 86451 $ 127498 $ 26127 $ 228 Provision for loan losses 18154 12578 14211 125 (68) Loans charged-off (22307) (39127) Recoveries
Total ending allowance balance $ 180 478 $ 76 722 $ 102 582 $ $ 26 252 $ 160
2013 Allowance for loan losses
Beginning balance $ 357483 $ 90636 $ 124070 $ $ 44275 $ 53 Provision for loan losses (143583) (4185) 3428 144165 175 Loans charged-off (51576) (162313) Recoveries
Total ending allowance balance $ 162 324 s 66 Sl sect lZ 96 s s 26 l2Z s 26
(Continued)
Total
$ 402628 45000
(61434)
$ 386 194
$ 616517
(213889)
s Q2 626
10
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
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Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
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Submission Procedure
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Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIOIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
The allowance consists of specific and general components The specific component relates to loans that are individually classified as impaired
A loan is impaired when full payment under the loan terms is not expected Loans for which the terms have been modified resulting in a concession and for which the borrower is experiencing financial difficulties are considered troubled debt restructurings and classified as impaired Commercial construction and commercial real estate loans are individually evaluated for impairment If a loan is impaired a portion of the allowance is allocated so that the loan is reported net at the present value of estimated future cash flows using the loans existing rate or at the fair value of collateral if repayment is expected solely from the collateral Large groups of smaller-balance homogeneous loans such as consumer and residential real estate loans are collectively evaluated for impairment and accordingly they are not separately identified for impairment disclosures
The general component covers non-impaired loans and is based on historical loss experience adjusted for current factors The historical loss experience is determined by portfolio segment and is based on the actual loss history experienced by the Company over the most recent three years This actual loss experience is supplemented with other economic factors based on the risks present for each portfolio segment These economic factors include consideration of the following levels of and trends in delinquencies and impaired loans levels of and trends in charge-offs and recoveries trends in volume and terms of loans effects of any changes in risk selection and underwriting standards other changes in lending policies procedures and practices experience ability and depth of lending management and other relevant staff national and local economic trends and conditions industry conditions and effects of changes in credit concentrations
Troubled debt restructurings are separately identified for impairment disclosures and are measured at the present value of estimated future cash flows using the loans effective rate at inception If a troubled debt restructuring is considered to be a collateral dependent loan the loan is reported net at the fair value of the collateral For troubled debt restructurings that subsequently default the Company determines the amount of reserve in accordance with the accounting policy for the allowance for loan losses
The following portfolio segments have been identified real estate including one-to-four-family residential multi-family residential commercial and construction commercial and industrial and consumer and other
Management considers the following when assessing the risk in the loan portfolio
bull Real estate loans are affected by the local residential real estate market the local economy and for variable rate mortgages movement in indices tied to these loans At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Appraisals are obtained to support the loan amount Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
bull Commercial and industrial loans are dependent on the strength of the industries of the related borrowers and the success of their businesses Commercial loans are advanced for equipment purchases or to provide working capital or meet other financing needs of business enterprises These loans may be secured by accounts receivable inventory equipment or other business assets At the time of origination financial information is obtained from the borrower to evaluate ability to repay the loans and periodically obtained during the life of the loan An evaluation of the projects cash flows is performed to evaluate the borrowers ability to repay the loan at the time of origination and periodically updated during the life of the loan
(Continued)
7
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
bull Consumer and other loans are affected by the local economy At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
Federal Home Loan Bank (FHLB) Stock 1st Equity Bank Northwest (the Bank) is a member of the FHLB system Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment Because ti1is stock is viewed as a long-term investment impairment is based on ultimate recovery of par value Both cash and stock dividends are reported as income
Other Real Estate Owned Assets acquired through or instead of loan foreclosure are initially recorded at fair value less estimated selling costs when acquired establishing a new cost basis If fair value declines subsequent to foreclosure a valuation allowance is recorded through expense Holding costs after acquisition are expensed At December 3 1 20 14 there was no other real estate owned Of the $2436950 at December 3 1 20 13 $2436950 is commercial real estate
Leasehold Improvements Furniture and Equipment Leasehold improvements furniture and equipment are stated at cost less accumulated depreciation Depreciation is computed primarily on the straight-line method over the lease term or estimated useful lives of the assets whichever is less The cost of maintenance and repairs is charged to expense as incurred and significant improvements are capitalized
Bank-Owned Key Man Life Insurance The Company has purchased life insurance policies on certain key executives Bank-owned key man life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement The total carrying value is $209 194 and $ 162778 at December 3 1 20 14 and 20 13 and is carried in other assets in the consolidated balance sheets
Long-Term Assets Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows If impaired the assets are recorded at fair value
Income Taxes The Company is an S corporation under Subchapter S of the Internal Revenue Code and is not subject to federal or state income taxes except for Illinois Replacement tax which is reported in other expenses in the statements of operations Consequently the taxable income or loss of the Company is reported on the tax returns of its individual shareholders
A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination with a tax examination being presumed to occur The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded At December 3 1 20 14 and 20 13 no liability has been recorded The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months
Loan Commitments and Related Financial Instruments Financial instruments include off-balance-sheet credit instruments such as commitments to make loans and standby letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collatenill or ability to repay Such financial instruments are recorded when they are funded
(Continued)
8
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe that there now are such matters that will have a material effect on the consolidated financial statements
Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates credit risk prepayments and other factors especially in the absence of broad markets for particular items Changes in assumptions or in market conditions could significantly affect the estimate
NOTE 2 - LOANS
Loans consisted of the following at year end
2014 2013 Real estate
One-to-four-family residential $ 10714580 $ 10678619 Multi-family residential 8996053 10694218 Commercial 10879236 7 402 077
Total real estate 30589869 28774914 Commercial and industrial 1301663 2030243 Consumer and other 143 788 187282
Total loans 32035320 30992439 Deferred loan fees (3141) (550) Allowance for loan losses (386194) (402628)
Loans net $ j 615985 $ 3Q 589 261
(Continued)
9
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the activity in the allowance for loan losses during the years ended December 31 2014 and 2013
One-to-four- Multi-family Commercial Family Residential Commercial and Consumer
Residential Real Estate Real Estate Construction Industrial and Other 2014 Allowance for loan losses
Beginning balance $ 162324 $ 86451 $ 127498 $ 26127 $ 228 Provision for loan losses 18154 12578 14211 125 (68) Loans charged-off (22307) (39127) Recoveries
Total ending allowance balance $ 180 478 $ 76 722 $ 102 582 $ $ 26 252 $ 160
2013 Allowance for loan losses
Beginning balance $ 357483 $ 90636 $ 124070 $ $ 44275 $ 53 Provision for loan losses (143583) (4185) 3428 144165 175 Loans charged-off (51576) (162313) Recoveries
Total ending allowance balance $ 162 324 s 66 Sl sect lZ 96 s s 26 l2Z s 26
(Continued)
Total
$ 402628 45000
(61434)
$ 386 194
$ 616517
(213889)
s Q2 626
10
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
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Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
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Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
bull Consumer and other loans are affected by the local economy At the time of origination the Company evaluates the borrowers repayment ability through a review of debt to income and credit scores Financial information is obtained from the borrowers andor the individual project to evaluate cash flows sufficiency to service debt at the time of origination and periodically updated during the life of the loan
Federal Home Loan Bank (FHLB) Stock 1st Equity Bank Northwest (the Bank) is a member of the FHLB system Members are required to own a certain amount of stock based on the level of borrowings and other factors and may invest in additional amounts FHLB stock is carried at cost classified as a restricted security and periodically evaluated for impairment Because ti1is stock is viewed as a long-term investment impairment is based on ultimate recovery of par value Both cash and stock dividends are reported as income
Other Real Estate Owned Assets acquired through or instead of loan foreclosure are initially recorded at fair value less estimated selling costs when acquired establishing a new cost basis If fair value declines subsequent to foreclosure a valuation allowance is recorded through expense Holding costs after acquisition are expensed At December 3 1 20 14 there was no other real estate owned Of the $2436950 at December 3 1 20 13 $2436950 is commercial real estate
Leasehold Improvements Furniture and Equipment Leasehold improvements furniture and equipment are stated at cost less accumulated depreciation Depreciation is computed primarily on the straight-line method over the lease term or estimated useful lives of the assets whichever is less The cost of maintenance and repairs is charged to expense as incurred and significant improvements are capitalized
Bank-Owned Key Man Life Insurance The Company has purchased life insurance policies on certain key executives Bank-owned key man life insurance is recorded at the amount that can be realized under the insurance contract at the balance sheet date which is the cash surrender value adjusted for other charges or other amounts due that are probable at settlement The total carrying value is $209 194 and $ 162778 at December 3 1 20 14 and 20 13 and is carried in other assets in the consolidated balance sheets
Long-Term Assets Premises and equipment and other long-term assets are reviewed for impairment when events indicate that their carrying amount may not be recoverable from future undiscounted cash flows If impaired the assets are recorded at fair value
Income Taxes The Company is an S corporation under Subchapter S of the Internal Revenue Code and is not subject to federal or state income taxes except for Illinois Replacement tax which is reported in other expenses in the statements of operations Consequently the taxable income or loss of the Company is reported on the tax returns of its individual shareholders
A tax position is recognized as a benefit only if it is more likely than not that the tax position would be sustained in a tax examination with a tax examination being presumed to occur The amount recognized is the largest amount of tax benefit that is greater than 50 likely of being realized on examination For tax positions not meeting the more likely than not test no tax benefit is recorded At December 3 1 20 14 and 20 13 no liability has been recorded The Company does not expect the total amount of unrecognized tax benefits to significantly increase or decrease in the next twelve months
Loan Commitments and Related Financial Instruments Financial instruments include off-balance-sheet credit instruments such as commitments to make loans and standby letters of credit issued to meet customer financing needs The face amount for these items represents the exposure to loss before considering customer collatenill or ability to repay Such financial instruments are recorded when they are funded
(Continued)
8
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe that there now are such matters that will have a material effect on the consolidated financial statements
Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates credit risk prepayments and other factors especially in the absence of broad markets for particular items Changes in assumptions or in market conditions could significantly affect the estimate
NOTE 2 - LOANS
Loans consisted of the following at year end
2014 2013 Real estate
One-to-four-family residential $ 10714580 $ 10678619 Multi-family residential 8996053 10694218 Commercial 10879236 7 402 077
Total real estate 30589869 28774914 Commercial and industrial 1301663 2030243 Consumer and other 143 788 187282
Total loans 32035320 30992439 Deferred loan fees (3141) (550) Allowance for loan losses (386194) (402628)
Loans net $ j 615985 $ 3Q 589 261
(Continued)
9
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the activity in the allowance for loan losses during the years ended December 31 2014 and 2013
One-to-four- Multi-family Commercial Family Residential Commercial and Consumer
Residential Real Estate Real Estate Construction Industrial and Other 2014 Allowance for loan losses
Beginning balance $ 162324 $ 86451 $ 127498 $ 26127 $ 228 Provision for loan losses 18154 12578 14211 125 (68) Loans charged-off (22307) (39127) Recoveries
Total ending allowance balance $ 180 478 $ 76 722 $ 102 582 $ $ 26 252 $ 160
2013 Allowance for loan losses
Beginning balance $ 357483 $ 90636 $ 124070 $ $ 44275 $ 53 Provision for loan losses (143583) (4185) 3428 144165 175 Loans charged-off (51576) (162313) Recoveries
Total ending allowance balance $ 162 324 s 66 Sl sect lZ 96 s s 26 l2Z s 26
(Continued)
Total
$ 402628 45000
(61434)
$ 386 194
$ 616517
(213889)
s Q2 626
10
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
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Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
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Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
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Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
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bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 1 - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES (Continued)
Loss Contingencies Loss contingencies including claims and legal actions arising in the ordinary course of business are recorded as liabilities when the likelihood of loss is probable and an amount or range of loss can be reasonably estimated Management does not believe that there now are such matters that will have a material effect on the consolidated financial statements
Fair Value of Financial Instruments Fair values of financial instruments are estimated using relevant market information and other assumptions Fair value estimates involve uncertainties and matters of significant judgment regarding interest rates credit risk prepayments and other factors especially in the absence of broad markets for particular items Changes in assumptions or in market conditions could significantly affect the estimate
NOTE 2 - LOANS
Loans consisted of the following at year end
2014 2013 Real estate
One-to-four-family residential $ 10714580 $ 10678619 Multi-family residential 8996053 10694218 Commercial 10879236 7 402 077
Total real estate 30589869 28774914 Commercial and industrial 1301663 2030243 Consumer and other 143 788 187282
Total loans 32035320 30992439 Deferred loan fees (3141) (550) Allowance for loan losses (386194) (402628)
Loans net $ j 615985 $ 3Q 589 261
(Continued)
9
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the activity in the allowance for loan losses during the years ended December 31 2014 and 2013
One-to-four- Multi-family Commercial Family Residential Commercial and Consumer
Residential Real Estate Real Estate Construction Industrial and Other 2014 Allowance for loan losses
Beginning balance $ 162324 $ 86451 $ 127498 $ 26127 $ 228 Provision for loan losses 18154 12578 14211 125 (68) Loans charged-off (22307) (39127) Recoveries
Total ending allowance balance $ 180 478 $ 76 722 $ 102 582 $ $ 26 252 $ 160
2013 Allowance for loan losses
Beginning balance $ 357483 $ 90636 $ 124070 $ $ 44275 $ 53 Provision for loan losses (143583) (4185) 3428 144165 175 Loans charged-off (51576) (162313) Recoveries
Total ending allowance balance $ 162 324 s 66 Sl sect lZ 96 s s 26 l2Z s 26
(Continued)
Total
$ 402628 45000
(61434)
$ 386 194
$ 616517
(213889)
s Q2 626
10
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
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Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
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Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the activity in the allowance for loan losses during the years ended December 31 2014 and 2013
One-to-four- Multi-family Commercial Family Residential Commercial and Consumer
Residential Real Estate Real Estate Construction Industrial and Other 2014 Allowance for loan losses
Beginning balance $ 162324 $ 86451 $ 127498 $ 26127 $ 228 Provision for loan losses 18154 12578 14211 125 (68) Loans charged-off (22307) (39127) Recoveries
Total ending allowance balance $ 180 478 $ 76 722 $ 102 582 $ $ 26 252 $ 160
2013 Allowance for loan losses
Beginning balance $ 357483 $ 90636 $ 124070 $ $ 44275 $ 53 Provision for loan losses (143583) (4185) 3428 144165 175 Loans charged-off (51576) (162313) Recoveries
Total ending allowance balance $ 162 324 s 66 Sl sect lZ 96 s s 26 l2Z s 26
(Continued)
Total
$ 402628 45000
(61434)
$ 386 194
$ 616517
(213889)
s Q2 626
10
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
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bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table represents the balance in the allowance for loan losses and the recorded investment in loans based on impairment method as of December 31 2014 and 2013
Loan Balances AllQwance for Loan LQsses Individually Collectively Total Individually Collectively
Eva I uated for Evaluated for Recorded Evaluated for Evaluated for lm12airment lm12iirment Investment lm12airment lm12airment Total
2014 One-to-four-family residential real estate $ 2736898 $ 7977682 $ 10714580 $ 45453 $ 135025 $ 180478 Multi-family residential real estate 8996053 8996053 76722 76722 Commercial real estate 2021884 8857352 10879236 102582 102582 Commercial and industrial 82332 1219331 1301663 26252 26252 Consumer and other 143 788 143 788 160 160
Total $ 4 lll lH $ 2Zl912Q6 $ 32 Q 32Q $ 45 453 $ 31QHl $ 366 194
2013 One-to-four-family residential real estate $ 2740381 $ 7938238 $ 10678619 $ 8273 $ 154051 $ 162324 Multi-family residential real estate 263825 10430393 10694218 86451 86451 Commercial real estate 7402077 7402077 127498 127498 Commercial and industrial 197444 1832799 2030243 26127 26127 Consumer and other 187282 167 262 228 228
Total $ 3 2Ql 65Q $ 2Z Z9Q za9 $ 3Q 992 139 $ a 2Z3 $ 391 355 $ 4Q2 626
The recorded investment does not include accrued interest receivable or deferred loan fees as the amounts are not material
(Continued)
11
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
The following table presents information related to loans individually evaluated for impairment as of December 31 2014 and 2013
Unpaid Allowance for Average Principal Recorded Loan Losses Recorded Balance Investment Allocated Investment
2014 With no related allowance recorded
One-to-four family residential real estate $ 2714450 $ 2587559 $ $ 2530676 Multi-family residential real estate Commercial real estate 2021884 2021884 1010942 Construction Commercial and industrial 82332 82332 139888 Consumer and other
With an allowance recorded One-to-four family residential real estate 149339 149339 45453 112641 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total 49680Q5 $ 48411H $ 45453 3794 147
2013 With no related allowance recorded
One-to-four family residential real estate $ 2600683 $ 2473792 $ $ 2663789 Multi-family residential real estate 263825 263825 262976 Commercial real estate Construction Commercial and industrial 197444 197444 98722 Consumer and other
With an allowance recorded One-to-four family residential real estate 266589 266589 8273 133295 Multi-family residential real estate Commercial real estate Construction Commercial and industrial Consumer and other
Total $ 3 328 5J $ 32Ql 65Q $ 8 2Z3 $ 3 158 Z82
For purposes of this disclosure the unpaid principal balance is not reduced for partial charge-offs
Interest income recognized during impairment was not material at December 31 2014 or 2013
On August 4 2015 the commercial real estate loan in the amount of $2021884 was paid-off in full
( Continued)
12
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Troubled Debt Restructurings
The Company has troubled debt restructurings totaling $692998 and $947453 at December 31 2014 and 2013 The Company has allocated $0 and $0 of specific reserves to customers whose loan terms have been modified in troubled debt restructurings as of December 31 2014 and 2013 The Company has committed to lend no additional amounts to customers with outstanding loans that are classified as troubled debt restructurings as of December 31 2014 and 2013
During the years ended December 31 2014 and 2013 there were no loans modified as troubled debt restructurings
A loan is considered to be in payment default once it is 90 days contractually past due under the modified terms There were no loans modified as troubled debt restructurings for which there was a payment default within twelve months following the modification during the years ended December 31 2014 and 2013
(Continued)
13
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
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Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NOTE 2 - LOANS (Continued)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
The following table presents the aging of the recorded investment in past due loans as of December 31 2014 and 2013
2014 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
2013 One-to-four-family residential real estate Multi-family residential real estate Commercial real estate
Commercial and industrial Consumer and other
Total
$
$
$
$
30-59 Days
Past Due
$
$
$
$
60-89 Days
Past Due
(Continued)
Greater Than 90 Days Past
Due Still On Accrual
$
$
$
$
Nonaccrual and Greater
Than 90 Days Past Due
$ 2736898
2021884
82332
$ 4841 114
$ 2549735
197444
$ 2 747 179
Loans Not Past Due Total
$ 7977682 $ 10714580 8996053 8996053 8857352 10879236
1219331 1301663 143 788 143 788
$ 27 194 206 $ 32 035 320
$ 8 128884 $ 10678619 10694218 10694218
7402077 7402077
1832799 2030243 187 282 187 282
s 28 215 26Q $ 3Q 992 139
14
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 2 - LOANS (Continued)
Credit Quality Indicators
The Company categorizes loans into risk categories based on relevant information about the ability of borrowers to service their debt such as current financial information historical payment experience credit documentation public information and current economic trends among other factors The Company analyzes loans individually by classifying the loans as to credit risk This analysis includes non-homogeneous loans such as commercial and commercial real estate loans This analysis performed generally on a monthly basis but no less than quarterly The risk of homogeneous loans is evaluated when a loan becomes delinquent The Company uses the following definitions for classified risk ratings
Substandard Loans classified as substandard are inadequately protected by the current net worth and paying capacity of the obliger or of the collateral pledged if any Loans so classified have a well-defined weakness or weaknesses that jeopardize the liquidation of the debt They are characterized by the distinct possibility that the institution will sustain some loss if the deficiencies are not corrected
Doubtful Loans classified as doubtful have all the weaknesses inherent in those classified as substandard with the added characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts conditions and values highly questionable and improbable
Loans not meeting the criteria above that are analyzed individually as part of the above-described process are considered to be pass rated loans As of December 31 2014 and 2013 and based on the most recent analysis performed the risk category of loans is as follows
Pass Substandard Total 2014 One-to-four-family residential real estate $ 6954283 $ 3760297 $ 10714580 Multi-family residential real estate 8996053 8996053 Commercial real estate 8857352 2021884 10879236 Commercial and industrial 1219331 82332 1301663 Consumer and other 143 788 143 788
Total $ 26 1ZQ 8QZ $ 5 86 513 $ 32Q35 32Q
2013 One-to-four-family residential real estate $ 7938238 $ 2740381 $ 10678619 Multi-family residential real estate 10430393 263825 10694218 Commercial real estate 7402077 7402077 Commercial and industrial 1832799 197444 2030243 Consumer and other 187 282 187 282
Total $ 2Z Z9Q Z89 $ 3 2Q1 65Q $ 3Q 992 439
At December 31 2014 and 2013 there were no loans rated as doubtful
(Continued)
15
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 3 - LEASEHOLD IMPROVEMENTS FURNITURE AND EQUIPMENT
Leasehold improvements furniture and equipment at year end consisted of the following
Leasehold improvements Furniture and equipment
Total cost Accumulated depreciation
$
$
2014 2013
536462 $ 532062 324 790 318 784 861252 850846
(629559) (599656)
2 31 693 ==$ ===2==51==1==9==0
The Company is leasing its banking facility under a ten-year operating lease which includes two successive five-year renewal options The Company has exercised one of the five-year renewal options during 2013 The Company pays taxes insurance and maintenance on the building The lessor is a limited liability company that is a related-party entity to the Company The base annual rent is $72000 subject to increases based on the Consumer Price Index at each anniversary date of the lease Rental expense for both 2014 and 2013 was $91870 Future minimum lease commitments including one exercised renewal option are approximately as follows
2015 2016 2017 2018 2019 Thereafter
NOTE 4 - TIME DEPOSITS
$ 93231 93231 93231
$ 279 693
At year-end 2014 scheduled maturities of certificates of deposit are as follows
2015 $ 16998385 2016 2634790 2017 1284151 2018 310001 2019 16 489
$ 21 23 am
At December 31 2014 and 2013 total time deposits of more than $250000 was $2487000 and $3085000
Included in time deposits are brokered deposits totaling approximately $300000 and $798000 at December 31 2014 and 2013
(Continued)
16
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 2014 and 2013
NOTE 5 - FEDERAL HOME LOAN BANK ADVANCES
As a member of the Federal Home Loan Bank of Chicago the Company is able to borrow based on the parameters described in the Chicago Federal Home Loan Bank Credit Guide
At year-end 2014 and 20 13 there were no advances from the FHLB outstanding
The Company maintains collateral of $7182000 and $82 14000 of residential real estate loans under a blanket lien arrangement at year-end 20 14 and 20 13 At December 3 1 20 14 the Company had available borrowings of $5387000
NOTE 6 - NOTES PAYABLE
At December 3 1 20 14 Northwest Equity Corp has notes payable to shareholders which mature from July 20 15 through February 20 19 Interest is payable monthly with fixed rates ranging from 50 to 70 with a weighted average rate of 545 at December 3 1 2014 At December 3 1 2014 the outstanding balance on the notes was $7 49233 The notes are secured by all of the stock of the Bank
At December 3 1 20 13 Northwest Equity Corp has notes payable to shareholders which mature from October 20 13 through September 2017 Interest is payable monthly with fixed rates ranging from 5 0 to 70 with a weighted average rate of 57 at December 31 2013 At December 31 2013 the outstanding balance on the notes was $796902 The notes are secured by all of the stock of the Bank
Maturities of notes payable are
20 15 20 16 20 17 20 18 20 19
NOTE 7 - PROFIT SHARING PLAN
$ 4 10237
238996
100 000
$ 749 233
The Companys 40 1 (k) benefit plan allows employee pre-tax contributions after three months of service The Companys 401 (k) matching contributions are at the discretion of the Board of Directors The Companys contribution expense was $23087 in 2014 and $19520 in 20 13
(Continued)
17
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 8 - LOAN COMMITMENTS AND OTHER RELATED ACTIVITIES
The Company is a party to financial instruments with off-balance-sheet rislt in the normal course of business to meet the financing needs of its customers The Company uses the same credit policy to make or fund such commitments as it uses for loans recorded in the financial statements At year end the approximate amount of these financial instruments is summarized as follows
Financial instruments whose contract amounts represent credit risk
Unused lines of credit Standby letters of credit
$ 440399 $ 102000
688390 102000
Since many commitments to make loans expire without being used the amounts above do not necessarily represent future cash commitments Collateral obtained upon exercise of the commitment is determined using managements credit evaluation of the borrower and may include commercial and residential real estate and other business and consumer assets
NOTE 9 - CAPITAL REQUIREMENTS
Banks and bank holding companies are subject to regulatory capital requirements administered by federal banking agencies Since Northwest Equity Corp is a one-bank holding company and has consolidated assets of less than $500 million regulatory minimum capital requirements are applied primarily at the subsidiary Bank level
Capital adequacy guidelines and prompt corrective action regulations involve quantitative measures of assets liabilities and certain off-balance-sheet items calculated under regulatory accounting practices Capital amounts and classifications are also subject to qualitative judgments by regulators about components risk weightings and other factors and the regulators can lower classifications in certain cases Failure to meet various capital requirements can initiate regulatory action that could have a direct material effect on the financial statements and operations The prompt corrective action regulations provide five classifications including well capitalized adequately capitalized undercapitalized significantly undercapitalized and critically undercapitalized although these terms are not used to represent overall financial condition Management believes as of December 31 2014 and 2013 the Bank meets all capital adequacy requirements to which it is subject
The Banks capital amounts and ratios as of year end together with minimum required levels are presented in the following table (in thousands of dollars)
2014 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8402 285
8060 273
B060 200
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$2361 80
1180 40
1614 40
(Continued)
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 2951
1771
2017
100
60
50
18
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31 2014 and 2013
NOTE 9 - CAPITAL REQUIREMENTS (Continued)
2013 Total capital (to riskshy
weighted assets) Tier I capital (to riskshy
weighted assets) Tier I capital (to
average assets)
Actual Amount Ratio
$ 8523 277
8141 264
8141 189
Minimum Required for Capital
Adequacy Purposes Amount Ratio
$ 2463
1232
1724
80
40
40
Minimum Required To Be Well Capitalized
Under Prompt Corrective Action Provisions Amount Ratio
$ 3079
1848
2156
100
60
50
At December 31 2014 and 2013 the most recent notifications received from the Federal Deposit Insurance Corporation categorized the Bank as well capitalized under the regulatory framework for prompt corrective action Management is not aware of any conditions or events since the most recent notification that would change the Banks category
Under provisions of the Illinois Banking Act dividends may not be declared by a bank except out of net profits In addition all dividends paid by the Bank are restricted by the capital adequacy guidelines of the FDIC
NOTE 10 - FAIR VALUE
Fair value is the exchange price that would be received for an asset or paid to transfer a liability (exit price) in the principal or most advantageous market for the asset or liability in an orderly transaction between market participants on the measurement date There are three levels of inputs that may be used to measure fair values
Level 1 Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date
Level 2 Significant other observable inputs other than Level 1 prices such as quoted prices for similar assets or liabilities quoted price in markets that are not active or other inputs that are observable or can be corroborated by observable market data
Level 3 Significant unobservable inputs that reflect a reporting entitys own assumptions about the assumptions that market participants would use in pricing an asset or liability
The fair values of impaired loans with specific allocations of the allowance for loan losses and other real estate owned are generally based on real estate appraisals These appraisals may utilize a single valuation approach or a combination of approaches including comparable sales and the income approach Adjustments are routinely made in the appraisal process by the appraisers to adjust for differences between the comparable sales and income data available Such adjustments are typically significant and result in a Level 3 classification of the inputs for determining fair value
( Continued)
19
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
NORTHWEST EQUITY CORP AND SUBSIDIARY NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 3 1 20 14 and 20 13
NOTE 1 0 - FAIR VALUE (Continued)
Appraisals for both collateral-dependent impair ed loans and r eal estat e owned are performed by certified general apprai sers (for commercial properties) or certified residential apprai sers (for residential properties) whose qualifications and licenses have been r evi ewed and verif ied by the Company Once received management r eviews the a ssumptions and approaches utilized in the appraisal a s well as the overall resulting fair value in comparison with independent data sources such a s recent mark et data or industryshywide stati stics On an annual basis the Company compar es the actual selling price of collateral that ha s been sold to the most rec ent appraised value to determine what additional adjustment should be made to the appraised value to arrive at fair value
The Company had no a ssets or liabiliti es measured at fair value on a recurring basis at year-end 20 14 or 20 13
Asset s and L iabiliti es Measur ed on a Non-Recurring Ba si s
Assets and liabilities measur ed at fair value on a non-r ecurring basis are summarized below
D ecember 3 1 20 14 Impaired loans
One-to-four family residential real estat e
D ecember 3 1 20 13 Impair ed loans
One-to-four family residential real estate
Fair Value M easurements Quoted Prices in Active Mark et s
for Identical Assets
(Level 1)
$
$
Significant Other
Observable Inputs
(Level 2)
$
$
Signif icant Unobservable
Inputs (Level 3)
$ 103886
$ 72849
Impair ed loans which are mea sured for impairment using the fair value of the collat eral for collateral dep endent loan s had an outstanding principal balance of $ 149339 with a valuation allowance of $45453 at December 3 1 20 14 There was no additional provi sion for loan losses on impair ed loan s for the year ended December 3 1 20 14 Impair ed loans which are measured for impairment u sing the fair value of the collateral for collateral dependent loans had an outstanding principal balance of $75944 with a valuation allowance of $3095 at December 3 1 20 13 There wa s no additional provision for loan losses on impair ed loans for the year ended Dec ember 3 1 20 13
The Company had no other r eal estate owned measured at fair value on a non-r ecurring ba sis at year-end 20 14 or 20 13
20
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
1 bull
Bank Holding Company
Northwest Equity Corp Buffalo Grove IL I USA
Incorporated in Delaware
100
Subsidiary
1st Equity Bank Northwest Buffalo Grove IL I USA Incorporated in Illinois
i
_q
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
IL
Steps
OK
Results A list of branches for your depository institution lST EQUITY BANK NORTHWEST (ID_RSSD 3203996)
This depository institution is held by NORTHWEST EQUITY CORP (3203987) of BUFFALO GROVE The data are as of 12312014 Data reflects information that was received and processed through Ol07 2015
Reconciliation and Verification
1 In the Data Action column of each branch row enter one or more of the actions specified below
2 If required enter the date In the Effective Date column
Actions
OK If the branch information Is correct enter OK in the Data Action column
Change If the branch information is incorrect or incomplete revise the data enter Change in the Data Action column and the date when this information first became valid In the Effective Date column
Close If a branch listed was sold or closed enter Close in the Data Action column and the sale or closure date in the Effective Date column
Delete If a branch listed was never owned by this depository institution enter Delete in the Data Action column
Add If a reportable branch is missing insert a row add the branch data and enter Add in the Data Action column and the opening or acquisition date In the Effective Date column
If printing this list you may need to adjust your page setup in MS Excel Try using landscape orientation page scaling andor legal sized paper
Submission Procedure
When you are finished send a saved copy to your FRB contact See the detailed instructions on this site for more information
If you are emiddotmailing this to your FRB contact put your institution name city and state in the subject line of the emiddotmail
Note
To satisfy the FR Y-10 reporting requirements you must also submit FR Y-10 Domestic Branch Schedules for each branch with a Data Actfon of Change Close Delete or Add
The FR Y-10 report may be submitted in a hardcopy format or via the FR Y-10 Online application - httpsy10onlinefederalreservegov
bullFDIC UNINUM Office Number and ID_RSSD columns are for reference only Veriflcation of these values is not required
Data Action Branch ID_RSSD Popular Name
3203996 lST EQUITY BANK NORTHWEST
Street Address City State Zip Code County Country FDIC UNINUM
1330 DUNDEE ROAD BUFFALO GROVE IL 60089 COOK UNITED STATES 418425
ice Numberbull Head Ice
0 lST EQUITY BANK NORTHWEST
Hea Ice ID_Rssobull Comments
3203996
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
during
i)(aJ p)lD (1)(c) La) (Z)(b) L)C)
APPLICABLE
------------
1
middot
year
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 3 Securities Holders Securities Holders not listed in 3(1)(a) through (3)(1)(c) that had ownership
Current Securities Holders with ownership control or holdings of 5 or control or holdings of 5 or more with power to vote the fiscal
more with power to vote as-of fiscal year end
Names amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
Name amp Address (City State Country)
Country of Citizenship or Incorporation
Number and Percentage of Each Class of Voting
Securities
NONE NOT
-
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)
(1) ltI O)a) (3)(o) one) 4)0) (4)(01
University
4)C)
(5U) lndepenoence
Manaqement (501
Manaoement (50)
i
middotJmiddotmiddot l
l bull
FR Y-6
Northwest Equity Corp Buffalo Grove IL
Fiscal Year Ending December 31 2014
Report Item 4 Insiders (1)(a)(b)(c) and (2XaXb)(c) middot 11
Principal Occupation if
Names amp Address (City Qth r th11n with
Slate Country) Holding
Company
Greenberg Sherwin Retired Chi go IL USA Attorney
Kolom Aaron L Retired
Los Angeles CA USA
Kolom Louis J Banker
Lincolnwood IL USA
Levin Ross D Banker
Deerfield IL USA
Lis Shabsa A Attorney
Skokie IL USA
Henry Danko PhysicianMorton Grove IL USA
Attorney
Alan Molotsky Executive
Vice President Skokie IL USA
Chief Financial Officer
Title amp Position wit Hololng
Company
Director
Director
Director Chainnan
Director Vice Chairman
CFO
Director
Director
Director
Tltle amp Position Percentage of
Percentage of Title amp Position with wi h Other
Voting Voting
Substdlarles Businesses Securities In
Securltlesln (Include names of (include names
Holding Subsidiaries
subsidiaries) or olher Company
(Include names businesses of subsidlaries)
Director Retired 069 000
Director Retired 413 000
Director Presidenl 275 000
Chalnnan 1st Equity Bank
Vice Chairman President CFO Compliance
275 000Director Officer
1st Equity Bank
President Director Shabsa A Lis 289 000
PC
Physician Dlreclor Rush 110 000
Attorney Executive
Vice President Director 083 000
Chief Financial Officer
Oak Ridge Inv
List names of other companies (includes partnerships) if 25 or more of voting securities are
held (List names of compnni()S and percentage of voting securities held)
Equity Partners LLC Partners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund JI LLC (333) Fourth IV 2900 Management Co (40) Fourth IV Midwest Millennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC Equity Partners LLC (50) Independence Par tners LLC (45) 2900 Management ti Co(333) The Midwest Millennium Opportunity Fund II LLC (333) Fourth IV 2900 Managemen Co (40) Fourth IV Midwest Miiiennium Opportunity Fund LLC (40) Sixth VI Midwest Millennium Opportunity Fund LLC (50) MCF
Co LLC
Shabsa A Us PC (100) 2900 Management Co(333) 2900 Management II Co 333) Midwest Millennium Opportunity Fund LLC (333)