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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
[X] Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 2004.
or
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the transition period from _______ to _______
Commission File #0-32605
NEFFS BANCORP, INC.
(Exact name of registrant as specified in its charter)
Pennsylvania 23-2400383
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
5629 Route 873, P.O. Box 10, Neffs, PA 18065-0010
(Address of principal executive offices)
Registrant's telephone number including area code: (610) 767-3875
Securities registered under Section 12 (b) of the Exchange Act:
None
Securities registered under Section 12 (g) of the Exchange Act:
Common Stock, $1.00 par value
----------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act
during the preceding 12 months (or for such shorter period that the registrant
was required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
Yes [ ] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. [ ]
Indicate by a check mark whether the registrant is an accelerated filer (as
defined in Rule 12b-2 of the Act). Yes No X
----- -----
The aggregate market value of voting stock held by non-affiliates of the
registrant is $36,996,075 as of June 30, 2004.
The aggregate market value of voting stock held by non-affiliates of the
registrant is $37,818,210, as of December 31, 2004.
The number of shares of the Issuer's common stock, par value $1.00 per
share, outstanding as of December 31, 2004 was 197,091.
DOCUMENTS INCORPORATED BY REFERENCE:
Part II incorporates certain information by reference from the registrant's
Annual Report to Stockholders for the fiscal year ended December 31, 2004 (the
"Annual Report"). Part III incorporates certain information by reference from
the registrant's Proxy Statement for the Annual Meeting of Stockholders.
(1) The aggregate dollar amount of the voting stock set forth equals the
number of shares of the registrant's Common Stock outstanding, reduced by the
amount of Common Stock held by executive officers, directors, and stockholders
owning in excess of 10% of the registrant's Common Stock, multiplied by the last
sale price for the registrant's Common Stock on December 31, 2004. The
information provided shall in no way be construed as an admission that the
officers, directors, or 10% stockholders in the registrant may be deemed an
affiliate of the registrant or that such person is the beneficial owner of the
shares reported as being held by him, and any such inference is hereby
disclaimed. The information provided herein is included solely for the record
keeping purpose of the Securities and Exchange Commission.
NEFFS BANCORP, INC.
FORM 10-K TABLE OF CONTENTS
Page
----
Part I.
Item 1. Business................................................... 1
Item 2. Properties................................................. 6
Item 3. Legal Proceedings.......................................... 7
Item 4. Submission of Matters to a Vote of Security Holders........ 7
Part II
Item 5. Market for Registrant's Common Equity and
Related Stockholder Matters................................ 7
Item 6. Selected Financial Data.................................... 8
Item 7. Management's Discussion and Analysis of Financial
Condition and Results of Operations........................ 8
Item 7A. Quantitative and Qualitative Disclosures about
Market Risk................................................ 8
Item 8. Financial Statements and Supplementary Data................ 9
Item 9. Changes In and Disagreements with Accountants on
Accounting and Financial Disclosure........................ 9
Item 9A. Controls and Procedures.................................... 9
Item 9B. Other Information.......................................... 9
Part III.
Item 10. Directors and Executive Officers of the Registrant......... 10
Item 11. Executive Compensation..................................... 10
Item 12. Security Ownership of Certain Beneficial Owners and
Management and Related Stockholder Matters................. 10
Item 13. Certain Relationships and Related Transactions............. 10
Item 14. Principal Accountant Fees and Services..................... 10
Part IV.
Item 15. Exhibits and Financial Statement Schedules................. 10
Part I.
Item I. Business
Forward-Looking Statements
Neffs Bancorp, Inc (the "corporation") may from time to time make written
or oral "forward-looking statements", including statements contained in the
corporation's filings with the Securities and Exchange Commission (including the
Annual Report and this Form 10-K and the exhibits hereto and thereto), in its
reports to stockholders and in other communications by the company, which are
made in good faith by the company pursuant to the "safe harbor" provisions of
the Private Securities Litigation Reform Act of 1995.
These forward-looking statements include statements with respect to the
corporation's beliefs, plans, objectives, goals, expectations, anticipations,
estimates and intentions, that are subject to significant risks and
uncertainties and are subject to change based on various factors (some of which
are beyond the corporation's control). The words "may", "could", "should",
"would", "believe", "anticipate", "estimate", "expect", "intend", "plan", and
similar expressions are intended to identify forward-looking statements. The
following factors, among others, could cause the corporation's financial
performance to differ materially from that expressed in such forward-looking
statements: the strength of the United States economy in general and the
strength of the local economies in which the corporation conducts operations;
the effects of, and changes in, trade, monetary and fiscal policies, including
interest rate policies of the Board of Governors of the Federal Reserve Bank
(the "FRB"); inflation; interest rates, market and monetary fluctuations; the
timely development of competitive new services; the willingness of customers to
substitute competitors' products and services for the corporation's products and
services and vice versa; the impact of the changes in financial services' laws
and regulations (including laws concerning taxes, banking, securities and
insurance); technological acquisitions being less than expected; the growth and
profitability of the corporation's noninterest or fee income being less than
expected; unanticipated regulatory or judicial proceedings; changes in consumer
spending and saving habits; and the success of the corporation at managing the
risks involved in the foregoing.
The corporation cautions that the foregoing list of important factors is
not exclusive. The corporation does not undertake to update any forward-looking
statement, whether written or oral, that may be made from time to time by or on
behalf of the corporation.
General
Neffs Bancorp, Inc. (the "corporation") is a Pennsylvania business
corporation, which is registered as a bank holding company under the Bank
Holding Company Act of 1956, as amended (the "Holding Company Act"). The
corporation was incorporated on March 24, 1986 and became an active bank holding
company on October 31, 1986.
As of December 31, 2004, the corporation has approximately $210 million in
assets, $172 million in deposits, $76 million in net loans, and $37 million in
stockholder's equity. The bank is a member of the FRB ("FRB") and substantially
all of the Bank's deposits are insured up to applicable limits by the Bank
Insurance Fund ("BIF") of the Federal Deposit Insurance Corporation ("FDIC") to
the fullest extent permitted by law.
The corporation's principal executive office is located at 5629 PA Route
873, Neffs, Pennsylvania 18065, and its telephone number is 610-767-3875.
As of December 31, 2004 the corporation had 36 employees, of which 26 were
full-time employees. Management believes the corporation's relationship with its
employees is good.
1
The bank is organized under the laws of the United States and headquartered
in Neffs, Pennsylvania and has one (1) location. The bank was incorporated in
1986 pursuant to the United States National Bank Act under a charter granted by
the Office of the Comptroller of Currency. The FDIC insures deposit accounts to
the maximum extent provided by laws.
The Neffs National Bank ("Neffs" or the "bank") provides a full range of
retail and commercial banking services for consumers and small and mid-sized
companies. The bank's lending and investment activities are funded principally
by retail deposits gathered through its retail banking facility.
The corporation's website address is www.neffsnatl.com. The corporation
makes available free of charge its annual report on Form 10-K, quarterly reports
on Form 10-Q, current reports on Form 8-K and amendments to those reports as
soon as reasonably practicable after it electronically files such reports with
the Securities and Exchange Commission. Copies of such reports are available at
no charge by contacting The Neffs National Bank, 5629 Route 873, P.O. Box 10,
Neffs, PA 18065-0010. (The information found on the corporation's website does
not constitute a part of this or any other report.)
Service Area
The bank offers its lending and depository services from its main office in
Neffs, Pennsylvania.
Retail and Commercial Banking Activities
The bank provides a broad range of retail banking services and products
including free personal checking accounts and business checking accounts,
regular savings accounts, interest checking accounts, overdraft checking
protection, fixed rate certificates of deposits, individual retirement accounts,
club accounts, and safe deposit facilities. Its services also include a full
range of lending activities including commercial construction and real estate
loans, land development and business loans, business lines of credit, consumer
loan programs (including installment loans for home improvement and the purchase
of consumer goods and automobiles), and home equity loans. The bank also offers
construction loans and permanent mortgages for homes.
The bank directs its commercial lending principally toward businesses that
require funds within the bank's legal limits, as determined from time to time,
and that otherwise do business and/or are depositors with The Neffs National
Bank. The bank also participates in inter-bank credit arrangements in order to
take part in loans for amounts that are in excess of its lending limit. In
consumer lending, the bank offers various types of loans, including revolving
credit lines, automobile loans, and home improvement loans.
The corporation has focused its strategy for growth primarily on the
further development of its community-based retail-banking facility. The
objective of this corporate strategy is to maximize the total return to the
corporation so as to adequately reward the stockholder and to continue as a
sound and successful community oriented and independently operated financial
institution.
The corporation is not dependent upon a single customer, or a few
customers, the loss of which would have a material adverse effect on the
corporation.
Competitive Business Conditions/ Competitive Position
The corporation's current primary service area, generally characterized as
Northern Lehigh County, Pennsylvania, is characterized by intense competition
for banking business. The bank competes with local commercial banks as well as
numerous regionally based commercial banks, most of which have assets, capital,
and lending limits larger than that of Neffs. The bank competes with respect to
its lending activities as well as in attracting demand, savings, and time
deposits with other
2
commercial banks, savings banks, insurance companies, regulated small loan
companies, credit unions and with issuers of commercial paper and other
securities such as shares in money market funds. The business of the bank is not
seasonal in nature.
Other institutions may have the ability to finance wide-ranging advertising
campaigns, and to allocate investment assets to regions of highest yield and
demand. Many institutions offer services such as trust services and
international banking which Neffs does not directly offer (but which the bank
may offer indirectly through other institutions).
In commercial transactions, the bank's legal lending limit to a single
borrower (approximately $4,900,000 as of December 31, 2004) enables it to
compete effectively for the business of smaller companies.
In consumer transactions, the bank believes it is able to compete on a
substantially equal basis with larger financial institutions because it offers
longer hours of operation, personalized service and competitive interest rates
on savings and time accounts with low or no minimum deposit requirements.
In order to compete with other financial institutions both within and
beyond its primary service area, the bank uses, the fullest extent possible, the
flexibility which independent status permits. This includes an emphasis on
specialized services for the small business person and professional contacts by
the bank's officers, directors, and employees, and the greatest possible efforts
to understand fully the financial situation of relatively small borrowers. The
size of such borrowers, in management's opinion, often inhibits close attention
to their needs by larger institutions.
The bank endeavors to be competitive with all competing financial
institutions in this primary service area with respect to interest rates paid on
time and savings deposits, its overdraft charges on deposit accounts, and
interest rates charged on loans.
Supervision and Regulation
The following discussion sets forth certain of the material elements of the
regulatory framework applicable to bank holding companies and their subsidiaries
and provides certain specific information relevant to the corporation. The
regulatory framework is intended primarily for the protection of depositors,
other customers and the Federal Deposit Insurance Funds and not for the
protection of security holders. To the extent that the following information
describes statutory and regulatory provisions, it is qualified in its entirety
by reference to the particular statutory and regulatory provisions. A change in
applicable statutes or regulatory policy may have a material effect on the
business of the company.
The Corporation
The corporation is subject to the jurisdiction of the Securities and
Exchange Commission ("SEC") and of state securities commissions for matters
relating to the offering and sale of it securities and is subject to the SEC's
rules and regulations relating to periodic reporting, reporting to stockholders,
proxy solicitation and insider trading.
The corporation is subject to the provision of the Holding Company Act of
1956, as amended. The corporation is subject to supervision and examination by
the FRB. Under the Holding Company Act, the corporation must secure the prior
approval of the FRB before it may own or control, directly or indirectly, more
than 5% of the voting shares or substantially all of the assets of any
institution, including another bank (unless it already owns a majority of the
voting stock of the bank).
Satisfactory financial condition, particularly with regard to capital
adequacy, and satisfactory Community Reinvestment Act ratings are generally
prerequisites to
3
obtaining federal regulatory approval to make acquisitions. Neffs is currently
rated "satisfactory" under the Community Reinvestment Act.
The corporation is required to file an annual report with the FRB and any
additional information the FRB may require pursuant to the Holding Company Act.
The FRB may also make examinations of the corporation and its subsidiaries.
Further, a bank holding company and its subsidiaries are prohibited from
engaging in certain tie-in arrangements in connections with the extension of
credit or provision for any property or service. Thus, an affiliate of the
corporation, such as the bank, may not condition the extension of credit, the
lease or sale of property or furnishing of any services on (i) the customer's
obtaining or providing some additional credit, property or services from or to
the corporation or its subsidiary or (ii) the customer's refraining from doing
business with a competitor of the corporation or of its subsidiary. The
corporation or the bank may impose conditions to the extent necessary to
reasonably assure the soundness of credit extended.
Subsidiary banks of a bank holding company are subject to certain
restrictions imposed by the Federal Reserve Act on (i) any extension of credit
to the bank holding company or any of its subsidiaries, (ii) investments in the
stock or other securities of the bank holding company, and (iii) taking the
stock or securities of the bank holding company as collateral for loans to any
borrower.
The Bank
As a nationally charted commercial banking association, the bank is subject
to regulation, supervision and regular examination by the Office of Comptroller
of the Currency ("OCC") and is required to furnish quarterly reports to the OCC.
The bank is a member of the FRB. The bank's deposits are insured by the FDIC up
to applicable legal limits. Some of the aspects of the lending and deposit
business of the bank that are regulated by these agencies include personal
lending, mortgage lending and reserve requirements with respect to the extension
of credit, credit practices, the disclosure of credit terms and discrimination
in credit transactions.
The approval of the OCC is required for the establishment of additional
branch offices.
Under the Change in Banking Control Act of 1978, subject to certain
exceptions, no person may acquire control of the bank without giving at least
sixty days prior written notice to the OCC. Under this Act and the regulations
promulgated there under, control of the bank is generally presumed to be the
power to vote ten percent (10%) or more of the common stock. The OCC is
empowered to disapprove any such acquisition of control.
The amount of funds that Neffs may lend to a single borrower is limited
generally under the National Bank Act to 15% of the aggregate of its capital,
surplus and undivided profits and capital securities (all as defined by statute
and regulation).
The OCC has authority under the Financial Institutions Supervisory Act to
prohibit national banks from engaging in any activity that, in the OCC's
opinion, constitutes an unsafe or unsound practice in conducting their
businesses. The FRB has similar authority with respect to the corporation.
As a consequence of the extensive regulation of commercial banking
activities in the United States, the bank's business is particularly susceptible
to being affected by federal and state legislation and regulations that may
affect the cost of doing business.
4
Recent Legislation
USA PATRIOT ACT. In the wake of the tragic events, of September 11th, on
October 26, 2001, President Bush signed the Uniting and Strengthening America by
Providing Appropriate Tools Required to Intercept and Obstruct Terrorism (USA
PATRIOT) Act of 2001. Under the USA PATRIOT Act, financial institutions are
subject to prohibitions against specified financial transactions and account
relationships as well as enhanced due diligence and "know your customer"
standards in their dealings with foreign financial institutions and foreign
customers. For example, the enhanced due diligence policies, procedure, and
controls generally required financial institutions to take reasonable steps:
- To conduct enhanced scrutiny of account relationships to guard against
money laundering and report any suspicious transactions;
- To ascertain the identity of the nominal and beneficial owners of and
the source of funds deposited into, each account as needed to guard
against money laundering and report any suspicious transactions;
- To ascertain for any foreign bank, the shares of which are not
publicly traded, the identity of the owners of the foreign bank, and
the nature and extent of the ownership interest of each such owners;
and
- To ascertain whether any foreign bank provides correspondent accounts
to other foreign banks and it so, the identity of those foreign banks
and related due diligence information.
Under the USA PATRIOT Act, financial institutions were required to
establish anti-money laundering programs by April 25, 2002. The USA PATRIOT Act
sets forth minimum standards for these programs, including:
- The development of internal policies, procedures, and controls;
- The designation of a compliance officer;
- An ongoing employee training program; and
- An independent audit function, to test, the programs.
In addition, the USA PATRIOT Act authorizes the Secretary of the Treasury
to adopt rules increasing the cooperation and information sharing between
financial institutions, regulators, and law enforcement authorities regarding
individuals, entities and organizations engaged in, or reasonably suspected
based on credible evidence of engaging in, terrorist acts or money laundering
activities. Any financial institutions complying with these rules will not be
deemed to have violated the privacy provisions of the Gramm-Leach Bliley Act.
The bank does not have any significant international banking relationships, and
does not anticipate that the USA PATRIOT Act will have a material effect on its
business or operations.
SARBANES-OXLEY ACT OF 2002. On July 30, 2002, President Bush signed into
law the Sarbanes-Oxley Act of 2002. The Sarbanes-Oxley Act represents a
comprehensive revision of laws affecting corporate governance, accounting
obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all
companies with equity or debt securities registered or that file reports under
the Securities Exchange Act of 1934. In particular, the Sarbanes-Oxley Act
establishes: (i) new requirements for audit committees, including independence,
expertise, and responsibilities; (ii) additional responsibilities regarding
financial statements for the Chief Executive Officer and Chief Financial Officer
of the reporting company; (iii) new standards for auditors and regulation of
audits; (iv) increased disclosure of reporting obligations for the reporting
company and its directors and executive officers; and (v) new and increased
civil and criminal penalties for violations of the securities laws. Many of the
provisions were effective immediately while other provisions become effective
over a period of time and are subject to rulemaking by the SEC. Because the
corporation's common stock is registered with the SEC, it is currently subject
to this Act.
5
National Monetary Policy
In addition to being affected by general economic conditions, the earnings
and growth of the corporation are affected by the policies of regulatory
authorities, including the OCC, the FRB and the FDIC. An important function of
the FRB is to regulate the money supply and credit conditions. Among the
instruments used to implement these objectives are open market operations in U.
S. Government securities, setting the discount rate, and changes in reserve
requirements against bank deposits.
The monetary policies and regulations of the FRB have had a significant
effect on the operating results of commercial banks in the past and are expected
to continue to do so in the future. The effects of such policies upon the future
business, earnings, and growth of the corporation cannot be predicted.
Effects of Inflation
Inflation has some impact on the bank's operating costs. Unlike industrial
companies, however, substantially all of the bank's assets and liabilities are
monetary in nature. As a result, interest rates have a more significant impact
on the bank's performance than the general levels of inflation. Over short
periods of time, interest rates may not necessarily move in the same direction
or in the same magnitude as prices of goods and services.
Environmental Laws
There are several federal and state statutes that regulate the obligations
and liabilities of financial institutions pertaining to environmental issues. In
addition to the potential for attachment of liability resulting from its own
actions, a bank may be held liable, under certain circumstances, for the actions
of its borrowers, or third parties, when such actions result in environmental
problems on properties that collateralize loans held by the bank. Further, the
liability has the potential to far exceed the original amount of the loan issued
by the bank. Currently, neither the corporation nor the bank is a party to any
pending legal proceeding pursuant to any environmental statute, nor are the
corporation and the bank aware of any circumstances that may give rise to
liability under any such statue.
Item 2. Properties
Main Office
The main office of Neffs is located at 5629 PA Route 873, North Whitehall
Township, Neffs, PA 18065. The bank owns and occupies a 12,475 square feet
building, containing a banking floor, lobby, administrative offices, lending
offices, operations center, and executive offices. During 2001, the bank
completed construction of two (2) additional lanes, for a total of five (5)
lanes, to its drive thru facility located adjacent to the main building. The
bank also owns a vacant lot behind the headquarters. Situated on the lot are a
baseball field, basketball court and playground facility, all of which are
available for use by the public.
The corporation also owns property at 5645 PA Route 873, Neffs, PA 18065;
which is a one and one half (1 1/2) story single family dwelling with
approximately 2,570 square feet of living space. This property's lease expired
in October 2004.
6
Item 3. Legal Proceedings
The corporation is subject to certain legal proceedings and claims arising
in the ordinary course of business. It is management's opinion that the ultimate
resolution of these claims will not have a material adverse effect on the
corporation's financial position and results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fourth quarter of the fiscal year
covered by this report to a vote of security holders.
Part II.
Item 5. Market For Registrant's Common Equity and Related Stockholder Matters
The corporation's common stock is currently quoted on the National
Quotations Bureau's Electronic Quotations Service ("Pink Sheet") under the
trading symbol NEFB. The corporation's common stock is traded over-the-counter
from time to time, primarily in the corporation's geographic service area,
through several local market makers.
The following table sets forth the prices for which common stock has traded
during the last two (2) fiscal years. As of December 31, 2004, there were
approximately 615 holders of record of the corporation's common stock.
Sales Prices
-----------------
Quarter Ended: High Low
- -------------- ------- -------
March 31, 2004 $240.00 $225.00
June 30, 2004 230.00 225.00
September 30, 2004 225.00 225.00
December 31, 2004 230.00 228.00
March 31, 2003 $195.00 $194.00
June 30, 2003 197.00 197.00
September 30, 2003 199.00 197.00
December 31, 2003 216.00 210.00
Dividends and Dividend History
The corporation has historically distributed to stockholders a dividend on
May 15th and November 15th of each year. In 2004 a dividend of $1.75 per share
was paid to stockholders on May 15 and a dividend of $2.00 per share was paid on
November 15. In 2003 a dividend of $1.20 per share was paid to stockholders on
May 15, and a dividend of $1.50 per share was paid on November 15.
The holders of common stock of the corporation are entitled to receive
dividends as may be declared by the Board of Directors with respect to the
common stock out of funds of the corporation. While the corporation is not
subject to certain restrictions on dividends and stock redemptions applicable to
a bank, the ability of the corporation to pay dividends to the holders of its
common stock will depend to a large extent upon the amount of dividends paid by
the bank to the corporation.
The ability of the corporation to pay dividends on its common stock in the
future will depend on the earnings and the financial condition of the bank and
the corporation. The corporation's ability to pay dividends will be subject to
the prior payment by the corporation of principal and interest on any debt
obligations it may incur in the future as well as other factors that may exist
at the time.
Regulatory authorities restrict the amount of cash dividends the bank can
declare without prior regulatory approval.
7
Item 6. Selected Financial Data
The information under the caption "Selected Financial Data" appearing on
page 24 of the corporation's Annual Report to Shareholders for the year ended
December 31, 2004, which pages are included in Exhibit 13 hereto, are
incorporated in their entirety by reference in response to this Item 6.
Item 7. Management's Discussion and Analysis of Financial Condition and Results
of Operations
The information under the caption "Management's Discussion and Analysis of
Financial Condition and Results of Operations" appearing on pages 27 through 46
of the corporation's Annual Report to Shareholders for the year ended December
31,2004, which pages are included in Exhibit 13 hereto, are incorporated in
their entirety by reference in response to this Item 7.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
In an effort to assess market risk, the bank utilizes a simulation model to
determine the effect of increases or decreases in market interest rates on net
interest income and net income.
The simulation model assumes a hypothetical gradual shift in market
interest rates over a twelve-month period. This is based on a review of
historical changes in market interest rates and the level and curve of current
interest rates. The simulated results represent the hypothetical effects to the
bank's net interest income and net income. Projections for loan and deposit
growth were ignored in the simulation model. The simulation model includes all
of the bank's earning assets and interest-bearing liabilities and assumes a
parallel and prorated shift in interest rates over a twelve-month period. The
percentage declines in the table below are measured as percentage changes from
the values of simulated net interest income in the current rate scenario and the
impact of those changes on the prior year's net income.
The aforementioned assumptions are revised based on defined scenarios of
assumed speed and direction changes of market interest rates. These assumptions
are inherently uncertain due to the timing, magnitude and frequency of rate
changes and changes in market conditions, as well as management strategies,
among other factors. Because it is difficult to accurately quantify into
assumptions the reaction of depositors and borrowers to market interest rate
changes, the actual net interest income and net income results may differ from
simulated results. While assumptions are developed based upon current economic
and local market conditions, management cannot make any assurances as to the
predictive nature of these assumptions.
8
Table 2 reflects the bank's net interest income sensitivity analysis as of
December 31, 2004 and 2003. The schedule indicates that as of December 31, 2004,
a hypothetical 200 basis point decline in prevailing market interest rates would
cause the bank's net interest income to decline less then 4% from the current
rate scenario. The computations do not contemplate any action management or the
Asset/Liability Management Committee could undertake in response to changes in
market conditions or market interest rates.
TABLE 2
SENSITIVITY ANALYSIS
2004 2003
------------------------- -------------------------
CHANGE IN CHANGE IN
NET INTEREST PERCENTAGE NET INTEREST PERCENTAGE
(dollars in thousands) INCOME CHANGE INCOME CHANGE
- ---------------------- ------------ ---------- ------------ ----------
Policy Limit +/-5.0% +/-5.0%
Down 200 basis points ($224) (3.1%) ($234) (3.9%)
Down 100 basis points (93) (1.3%) (110) (1.8%)
Up 100 basis points 66 0.9% 107 1.8%
Up 200 basis points 81 1.1% 211 3.5%
Item 8. Financial Statements and Supplementary Data
The financial statements appearing on pages 1 through 23 of the
corporation's Annual Report to Shareholders for the year ended December 31,2004,
which pages are included in Exhibit 13 hereto, are incorporated in their
entirety by reference in response to this Item 7.
Item 9. Changes In and Disagreements with Accountants and on Accounting and
Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The Corporation maintains controls and procedures designed to ensure that
information required to be disclosed in the reports that the Corporation files
or submits under the Securities and Exchange Act of 1934 is recorded, processed,
summarized and reported within the time periods specified in the rules and forms
of the SEC. Based upon their evaluation of those controls and procedures as of
December 31, 2004, the chief executive officer and principal financial officer
of the Corporation concluded that the Corporation's disclosure controls and
procedures were adequate.
Internal Controls Over Financial Reporting
The Corporation made no significant changes in its internal controls or in other
factors that could significantly affect these controls during the fourth quarter
of the year ended December 31, 2004, including any corrective actions with
regard to significant deficiencies and material weaknesses.
9
Item 9B. Other Information
None.
Part III.
Item 10. Directors and Executive Officers of the Registrant
The information under the captions "Information about Nominees and
continuing Directors" "Executive Officers" and "Section 16(a) Beneficial
Ownership Reporting Compliance appearing on pages 5 through 7 is incorporated
here by reference to Neffs Bancorp, Inc.'s proxy statement for its 2005 Annual
Meeting of Shareholders scheduled for May 11, 2005.
The corporation has adopted a Code of ethics that applies to directors,
officers and employees of the corporation and the bank. A copy of the Code of
Ethics was included as an exhibit to the corporation's Form 10-K for the year
ended December 31, 2003 and filed with the Securities and Exchange Commission. A
request for the corporation's Code of Ethics can be made in either writing to
Dawn E. Hamm, Neffs Bancorp, Inc., 5629 Route 873, P.O. Box 10, Neffs, PA
18065-0010 or by telephone to 610-767-3875.
Item 11. Executive Compensation
The information under the caption "Executive Compensation" appearing on
pages 8 through 11 is incorporated here by reference of Neff Bancorp, Inc.'s
proxy statement for its 2005 annual meeting of shareholders scheduled for May
11, 2005.
Item 12. Security Ownership of Certain Beneficial Owners and Management And
Related Stockholder Matters.
The information under the caption "Security Ownership of Certain Beneficial
Owners and Management and Related Stockholder Matters" appearing on pages 5
through 8 is incorporated here by reference of Neff Bancorp, Inc.'s proxy
statement for its 2005 annual meeting of shareholders scheduled for May 11,
2005.
The corporation currently does not maintain any equity compensation plans.
Item 13. Certain Relationships and Related Transactions
The information under the caption "Transactions with Directors and
Executive Officers" appearing on page 9 in incorporated here by reference to
Neffs Bancorp, Inc.'s proxy statement for its 2005 annual meeting of
shareholders scheduled for May 11, 2005.
Item 14. Principal Accountant Fees and Services
The information under the caption "Report of the Audit Committee" appearing
on pages 11 through 13 in incorporated here by reference to Neffs Bancorp,
Inc.'s proxy statement for its 2005 annual meeting of shareholders scheduled for
May 11, 2005.
Part IV
Item 15. Exhibits and Financial Statement Schedules
(a) (1) Financial Statements are incorporated by reference from the 2004
Annual Report
Report of Independent Registered Public Accounting Firm
Consolidated Statements of Financial Condition
Consolidated Statements of Income
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Consolidated Statements of Stockholders' Equity
Consolidated Statements of Cash Flows
Notes to Consolidated Financial Statements
(2) Financial Statements Schedules (This item is omitted since
information required is either not applicable or is included in
the footnotes to the Annual Financial Statements.)
(3) The following exhibits are filed as part of this Form 10-K, and
this list includes the Exhibits Index.
No Description
- -- -----------
3(i) Amended and Restated Articles of Incorporation of Neffs Bancorp, Inc.
(Incorporated by reference to Exhibit 3(i) of the Registration Statement
on Form 10 dated and as filed with Commission on April 27, 2001.)
3(ii) Amended and Restated Bylaws of Neffs Bancorp, Inc. (Incorporated by
reference to Exhibit 99.1 of the Current Report on Form 8-K dated and as
filed with the Commission on February 27, 2002.)
11 Statement re: computation of per share earnings. See Consolidated
Statements of Income and Note 1 to the Consolidated Financial Statements
included in the Annual Report set forth as Exhibit 13 hereto.
13 Excerpts from Neffs Bancorp, Inc. Annual Report to Stockholders.
14 Code of Ethics (incorporated by reference to Exhibit 14 to the Form 10-K
of the registrant filed on March 26, 2004).
21 Subsidiary of the Registrant (incorporated by reference to Exhibit 21 to
the Form 10-K of the registrant, filed on April 1, 2002.)
31.1 Certification of Chief Executive Officer pursuant to Rule 13a-
14(a)/15d-14(a)
31.2 Certification of Principal Financial Officer pursuant to Rule
13a-14(a)/15d-14(a)
32.1 Certification of Chief Executive Officer pursuant to Section 1350 of the
Sarbanes-Oxley Act of 2002.
32.2 Certification of Principal Financial Officer pursuant to Section 1350 of
the Sarbanes-Oxley Act of 2002.
(b) Exhibits required by item 601 of Regulation SK.
See Item 15(a) (3) above.
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Signatures
Pursuant to the requirements of Section 13 or 15 (d) of the Securities
and Exchange Act of 1934, this report has been signed below by the following
persons on behalf of the registrant and in the capacities and on the dates
indicated.
Neffs Bancorp, Inc.
Date: March 28, 2005 By
-------------------------------------
John J. Remaley
President and
Chief Executive Officer
Pursuant to the requirement of the Securities and Exchange Act of
1934, this report has been signed below by the following persons on behalf of
the registrant and in the capacities and on the dates indicated.
SIGNATURES TITLE DATE
---------- ----- ----
/s/ John J. Remaley
- ------------------------
John J. Remaley President, Chief Executive Officer and Director March 28, 2005
/s/ Herman P. Snyder
- ------------------------
Herman P. Snyder Vice President and Director March 28, 2005
/s/ Robert B. Heintzelman
- ------------------------
Robert B. Heintzelman Director March 28, 2005
/s/ Mary Ann Wagner
- ------------------------
Mary Ann Wagner Director March 28, 2005
/s/ John F. Simock
- ------------------------
John F. Simock Director March 28, 2005
/s/ Kevin A. Schmidt
- ------------------------
Kevin A. Schmidt Director March 28, 2005
12