Back to GetFilings.com
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
[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 Number: 000-50467
---------
SYNERGY FINANCIAL GROUP, INC.
-----------------------------
(Name of Issuer in Its Charter)
New Jersey 52-2413926
- ------------------------------- ----------------
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation or Organization) Identification No.)
310 North Avenue East, Cranford, New Jersey 07016
- ------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
Issuer's Telephone Number, Including Area Code: (800) 693-3838
--------------
Securities registered under Section 12(b) of the Exchange Act: None
-------
Securities registered under Section 12(g) of the Exchange Act:
Common Stock, par value $0.10 per share
---------------------------------------
(Title of Class)
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 of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. YES X 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 the 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. [X]
Indicate by check mark whether the Registrant is an accelerated filer
(as defined in Rule 12b-2 of the Act). YES X NO
--- ---
The aggregate market value of the voting and non-voting common equity
held by non-affiliates of the Registrant as of the last business day of the
Registrant's most recently completed second fiscal quarter was $108.5 million.
As of February 28, 2005, there were 12,452,011 outstanding shares of
the Registrant's common stock.
TABLE OF CONTENTS
Part I Page
- ------ ----
Item 1. Business............................................................... 1
Item 2. Description of Property................................................ 26
Item 3. Legal Proceedings...................................................... 27
Item 4. Submission of Matters to a Vote of Security Holders.................... 27
Part II
- -------
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters
and Issuer Purchases of Equity Securities............................ 28
Item 6. Selected Financial Data................................................ 29
Item 7. Management's Discussion and Analysis of Financial Condition and
Results of Operations................................................ 31
Item 7A. Quantitative and Qualitative Disclosures About Market Risk............. 44
Item 8. Financial Statements and Supplementary Data............................ 46
Item 9. Changes in and Disagreements with Accountants on Accounting and
Financial Disclosure................................................. 47
Item 9A. Controls and Procedures................................................ 48
Part III
- --------
Item 10. Directors and Executive Officers of the Registrant..................... 80
Item 11. Executive Compensation................................................. 82
Item 12. Security Ownership of Certain Beneficial Owners and Management......... 89
Item 13. Certain Relationships and Related Transactions......................... 92
Item 14. Principal Accounting Fees and Services................................. 92
Item 15. Exhibits and Financial Statement Schedules............................. 93
i
PART I
Forward-Looking Statements
Synergy Financial Group, Inc. (the "Company") may from time to time
make written or oral "forward looking statements," including statements
contained in the Company's filings with the Securities and Exchange Commission
(including this Annual Report on Form 10-K and the exhibits 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 involve risks and uncertainties, such
as statements of the Company's plans, objectives, expectations, estimates and
intentions, that are subject to change based on various important factors (some
of which are beyond the Company's control). The following factors, among others,
could cause the Company's financial performance to differ materially from the
plans, objectives, expectations, estimates and intentions 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 Company conducts
operations; the effects of, and changes in, monetary and fiscal policies and
laws, including interest rate policies of the Board of Governors of the Federal
Reserve System, inflation, interest rates, market and monetary fluctuations; the
timely development of and acceptance of new products and services of the Company
and the perceived overall value of these products and services by users,
including the features, pricing and quality as compared to competitors' products
and services; the impact of changes in financial services laws and regulations
(including laws concerning taxes, banking, securities and insurance);
technological changes; acquisitions; changes in consumer spending and saving
habits; and the success of the Company at managing the risks resulting from
these factors.
The Company cautions that the listed factors are not exclusive. The
Company 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
Company.
Item 1. Business.
General
In March 2001, Synergy Bank (the "Bank"), formerly Synergy Federal
Savings Bank, reorganized from a federally-chartered mutual savings bank into a
mutual holding company structure. As a result of the reorganization, the Bank
became a federal stock savings bank which was wholly-owned by a federal stock
corporation, Synergy Financial Group, Inc. (the "Stock Holding Company"), which
in turn, was wholly-owned by Synergy, MHC, a federally-chartered mutual holding
company. The Stock Holding Company completed a minority stock offering in
September 2002, at which time 1,454,750 shares were issued to persons other than
Synergy, MHC, representing 43.5% of the outstanding common stock of the Stock
Holding Company.
In preparation for the conversion and reorganization of Synergy Bank
and its Stock Holding Company from the mutual holding company form of
organization to a full stock corporation, a new corporation with the same name,
Synergy Financial Group, Inc., was incorporated as a New Jersey corporation on
August 27, 2003. Synergy Financial Group, Inc. completed its stock offering in
connection with the conversion and reorganization to a full stock corporation on
January 20, 2004. As part of the conversion and reorganization, the Stock
Holding Company and Synergy, MHC ceased to exist and the shares formerly held by
Synergy, MHC were canceled. Synergy Financial Group, Inc. sold 7,035,918 new
shares to the public and the shares held by stockholders of the Stock Holding
Company were exchanged
1
for 5,416,093 shares of Synergy Financial Group, Inc., with a resulting total of
12,452,011 shares outstanding.
The Company conducts no significant business or operations of its own
other than holding 100% of the stock of the Bank and Synergy Financial Services,
Inc. References in this Annual Report on Form 10-K to the Company or Registrant
generally refer to the Company and the Bank, unless the context indicates
otherwise. References to "we," "us," or "our" refer to the Bank or Company, or
both, as the context indicates.
We are in the business of offering financial services, including
deposit products, one- to four-family residential mortgage loans, home equity
loans, multi-family / non-residential loans, commercial, and consumer loans,
including automobile and personal loans.
We attract deposits from the general public and borrow money from the
Federal Home Loan Bank (the "FHLB") of New York and use these deposits and FHLB
borrowings primarily to originate loans and to purchase investment securities.
Our principal sources of funds for lending and investing activities are
deposits, FHLB borrowings, the repayment and maturity of loans and the maturity,
call and occasional sale of investment securities. Our principal source of
income is interest on loans and investment securities. Our principal expense is
interest paid on deposits and FHLB borrowings.
The Company's web site address is www.synergyonthenet.com. The
Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current
reports on Form 8-K and other documents filed by the Company with the Securities
and Exchange Commission are available free of charge on the Company's web site
via a link to www.sec.gov found under the "Investor Relations" menu.
Market Area
Our main office is located in Cranford, New Jersey, and our branches
are located in Middlesex, Monmouth, Morris and Union counties, New Jersey. Our
primary market area is Essex, Middlesex, Monmouth, Morris, Somerset and Union
counties, New Jersey. Essex and Union counties are highly urbanized and densely
populated counties in the New York City metropolitan area, lying at the heart of
the northeast corridor, one of the largest population and industrial areas in
the country. The remaining counties are suburban areas located in central New
Jersey. The market areas surrounding each of the Bank's branches are mostly
growth markets, with population densities and income levels generally above the
average levels for New Jersey.
Our business of attracting deposits and making loans is primarily
conducted within our market area. A downturn in the local economy could reduce
the amount of funds available for deposit and the ability of borrowers to repay
their loans. As a result, our profitability could be hurt.
Competition
We face substantial competition in our attraction of deposits, which
are our primary source of funds for lending. Many of our competitors are
significantly larger institutions and have greater financial and managerial
resources. Our ability to compete successfully is a significant factor affecting
our profitability.
Our competition for deposits and loans historically has come from other
insured financial institutions such as local and regional commercial banks,
savings institutions and credit unions located in our primary market area. We
also compete with mortgage banking companies for real estate loans and with
commercial banks and savings institutions, as well as Internet-based lenders,
for consumer loans.
2
We, further, face competition for deposits from investment products such as
mutual funds, short-term money funds and corporate and government securities.
Lending Activities
General. We primarily originate real estate loans, including one- to
four-family first mortgage loans, home equity loans, multi-family /
non-residential mortgages, commercial loans and consumer loans, comprised mostly
of direct automobile loans for both new and used vehicles. The loan portfolio is
predominately comprised of one- to four-family residential real estate loans,
most of which have fixed rates of interest.
As a result of our recent growth, including growth in our
non-residential mortgage loans, a significant portion of our loan portfolio is
represented by new credits. Generally, loans that are relatively new, referred
to as unseasoned loans, do not have sufficient repayment history to determine
the likelihood of repayment in accordance with their terms. Originations and
purchases of multi-family / non-residential mortgage loans totaled $75.4 million
and $41.4 million during the years ended December 31, 2004 and 2003,
respectively.
3
Loan Portfolio Composition. The following table analyzes the
composition of the loan portfolio by loan category at the dates indicated.
At December 31,
----------------------------------------------------------------------------------------------------
2004 2003 2002 2001 2000
--------------- ---------------- ---------------- --------------- ----------------
Amount Percent Amount Percent Amount Percent Amount Percent Amount Percent
------ ------- ------ ------- ------ ------- ------ ------- ------ --------
(Dollars in thousands)
Types of Loans:
- ---------------
Mortgage loans:
One-to Four Family
Residential (1)...... $248,046 43.83% $226,085 51.66% $202,325 62.92% $148,826 65.81% $127,004 66.69%
Multi-Family /
Non-Residential (2).. 155,744 27.52 90,665 20.71 48,386 15.05 19,044 8.43 2,072 1.08
Automobile................ 146,148 25.83 109,277 24.97 63,796 19.83 52,206 23.08 45,812 24.06
Commercial................ 12,208 2.16 7,838 1.79 2,472 0.77 - - - -
Credit Card............... 42 0.01 71 0.02 136 0.04 30 0.01 6,969 3.66
Other Consumer (3)........ 3,678 0.65 3,745 0.86 4,454 1.39 6,033 2.67 8,594 4.51
-------- ------ -------- ------ -------- ------ -------- ------ -------- ------
Total loans........ 565,866 100.00% 437,681 100.00% 321,569 100.00% 226,139 100.00% 190,451 100.00%
====== ====== ====== ====== ======
Deferred loan fees
and costs.............. 248 178 85 (78) (177)
Less:
Allowance for
loan losses.......... (4,427) (3,274) (2,231) (1,372) (1,176)
-------- -------- -------- -------- --------
Total loans, net... $561,687 $434,585 $319,423 $224,689 $189,098
======== ======== ======== ======== ========
- ---------------------------
(1) This category includes home equity loans.
(2) This category includes construction loans.
(3) This category consists of personal loans (unsecured) and savings secured
loans.
4
Loan Maturity Schedule. The following table sets forth the maturity or
re-pricing of the loan portfolio at December 31, 2004. Demand loans, loans
having no stated maturity and overdrafts are shown as due in one year or less.
One- to
Four-Family Multi-Family/ Credit Other
Residential (1) Non-Residential (2)Automobile Commercial Card Consumer (3) Total
--------------- --------------- ------------- ---------- ---- ------------ -----
(In thousands)
Amounts Due:
Within 1 year............ $ 3,146 $ 3,289 $ 1,603 $ 3,246 $ 42 $ 370 $ 11,696
After 1 year:
1 to 3 years.......... 7,624 10,438 64,498 2,447 - 1,882 86,889
3 to 5 years.......... 7,598 851 80,026 4,844 - 1,424 94,743
5 to 10 years......... 35,629 10,001 21 1,171 - 2 46,824
10 to 15 years........ 120,137 44,476 - 500 - - 165,113
Over 15 years......... 73,912 86,689 - - - - 160,601
--------- -------- --------- -------- ----- ------ ---------
Total due after
one year.......... 244,900 152,455 144,545 8,962 - 3,308 554,170
--------- -------- --------- -------- ----- ------ ---------
Total amount due.... $ 248,046 $155,744 $ 146,148 $ 12,208 $ 42 $3,678 $ 565,866
========= ======== ========= ======== ===== ====== =========
- ---------------------------------------
(1) This category includes home equity loans.
(2) This category includes construction loans.
(3) This category consists of personal loans (unsecured) and savings secured
loans.
The following table sets forth the dollar amount of all loans at
December 31, 2004 that are due after December 31, 2005 that have fixed interest
rates and that have floating or adjustable interest rates.
Floating or
Fixed Rates Adjustable Rates Total
----------- ---------------- -----
(In thousands)
Mortgage Loans:
One-to Four-Family
Residential (1)..... $ 188,909 $ 55,991 $ 244,900
Multi-Family /
Non-Residential (2). 38,408 114,047 152,455
Automobile............... 144,545 - 144,545
Commercial............... 8,762 200 8,962
Other Consumer (3)....... 3,308 - 3,308
--------- -------- ---------
Total............... $ 383,932 $170,238 $ 554,170
========= ======== =========
- ------------
(1) This category includes home equity loans.
(2) This category includes construction loans.
(3) This category consists of personal loans (unsecured) and savings secured
loans.
Residential Lending. One of our primary lending activities is the
origination of one- to four-family mortgage loans. The majority of our
residential lending is secured by property located in New Jersey. We will
generally originate a mortgage loan in an amount up to 80% of the lesser of the
appraised value or the purchase price of a mortgaged property. For loans
exceeding this guideline, private mortgage insurance for the borrower is
required.
The majority of our residential loans are originated with fixed rates
and have terms of fifteen to thirty years. Our adjustable rate loans have terms
of fifteen to thirty years and adjustment periods of one, three, five or ten
years according to the terms of the loan. These loans provide for an interest
rate that is tied to a U.S. Treasury securities index.
5
We generally make fixed rate mortgage loans that meet the secondary
mortgage market standards of the Federal Home Loan Mortgage Corporation
("FHLMC"). In accordance with our interest rate risk management policy and to
assist in portfolio diversification, we occasionally sell qualifying one- to
four-family residential mortgages in the secondary market to FHLMC without
recourse and with servicing retained.
Substantially all of our residential mortgages include "due on sale"
clauses, which are provisions giving us the right to declare a loan immediately
payable if the borrower sells or otherwise transfers an interest in the property
to a third party. Property appraisals on real estate securing our one- to
four-family residential loans are made by state certified or licensed
independent appraisers approved annually by the Board of Directors. Appraisals
are performed in accordance with applicable regulations and policies. We require
title insurance policies on all first mortgage real estate loans originated. All
property secured loans require fire and casualty insurance. Loans made on
property located in designated flood zones require minimum flood insurance
coverage based on the amount of the loan.
Our residential loan portfolio includes home equity loans, which are
originated in our market area and have maturities of up to fifteen years. At
December 31, 2004, home equity loans totaled $118.9 million, or 21.0% of total
loans. Collateral value is determined through the use of an Internet-based value
estimator, a drive-by appraisal or a full appraisal. All loans over $250,000
require a full appraisal and title insurance policy.
Multi-Family / Non-Residential Mortgage Loans. In 2000, we began to
originate multi-family and non-residential mortgage loans, including loans on
retail / service space and other income-producing properties. We require no less
than a 25% down payment or equity position for multi-family / non-residential
mortgage loans. Typically, these loans are made with variable rates of interest
with terms of up to twenty years. Essentially all of these mortgage loans are on
properties located within New Jersey. We occasionally sell participation
interests in multi-family / non-residential mortgage loans originated by us that
would otherwise exceed our loans-to-one-borrower limit. At December 31, 2004,
the average balance of a multi-family / non-residential mortgage loan was
$586,000.
Multi-family / non-residential mortgage loans generally are considered
to entail significantly greater risk than that which is involved with
residential real estate lending. The repayment of these loans typically is
dependent on the successful operations and income stream of the real estate and
the borrower. These risks can be significantly affected by economic conditions.
In addition, multi-family / non-residential real estate lending generally
requires substantially greater evaluation and oversight efforts compared to one-
to four-family residential real estate lending.
Consumer Loans. At December 31, 2004, consumer loans amounted to $149.9
million, or 26.5% of the total loan portfolio. The vast majority of these are
automobile loans. At December 31, 2004, automobile loans totaled $146.1 million.
In late 1999, we began to originate direct automobile loans over the
Internet through an independent loan referral web site. A bank participating in
the referral program sets certain criteria with the referral company to select
those borrowers who meet that bank's lending standards. The borrower completes a
qualification form and submits it via the web site. The referral company's
automated system screens the borrower's qualification form and, if it meets our
preset criteria, it is forwarded to us for consideration. The borrower's
qualification form is sent to no more than four of the participating banks. Once
we receive a qualification form, the automated system sends a notice to the
borrower that he or she is conditionally approved and we make the borrower a
loan offer. The borrower then decides whether to accept the loan offer. Upon
acceptance, we disburse the funds. We pay a fee to the referral company for each
qualification form we receive (even if that borrower does not accept our loan
offer) and for each loan
6
that is originated. Currently, an average of $7.7 million, or 92.6% of our
monthly automobile loan originations are generated from this referral source. We
will generally lend up to 100% of the purchase price of a new or used vehicle.
Consumer loans also consist of personal loans (unsecured) and savings
secured loans. We will generally lend up to 100% of the account balance on a
savings secured loan.
Consumer loans generally have shorter terms and higher interest rates
than residential loans. Consumer loans generally have maturities of up to six
years. Consumer loans can be helpful in improving the spread between the average
loan yield and the cost of funds and at the same time improve the matching of
rate sensitive assets and liabilities.
Consumer loans entail greater risks than residential mortgage loans,
particularly consumer loans secured by rapidly depreciable assets, such as
automobiles, or loans that are unsecured. In these cases, any repossessed
collateral for a defaulted loan may not provide an adequate source of repayment
of the outstanding loan balance, since there is a greater likelihood of damage,
loss or depreciation of the underlying collateral. Further, consumer loan
repayment is dependent on the borrower's continuing financial stability and is
more likely to be adversely affected by job loss, divorce, illness or personal
bankruptcy. Finally, the application of various federal laws, including federal
and state bankruptcy and insolvency laws, may limit the amount that can be
recovered on consumer loans in the event of a default.
Our underwriting standards for consumer loans include a determination
of the applicant's credit history and an assessment of the applicant's ability
to meet existing obligations and payments on the proposed loan. The stability of
the applicant's monthly income may be determined by verification of gross
monthly income from primary employment and additionally from any verifiable
secondary income. Credit worthiness of the applicant is of primary
consideration; however, the underwriting process also includes a comparison of
the value of the collateral in relation to the proposed loan amount. Certain of
our officers are authorized to approve unsecured consumer loan applications of
up to $20,000.
Commercial Loans. At December 31, 2004, the commercial loan portfolio
had grown to $12.2 million, representing 2.2% of the total loan portfolio at
that date. During 2004, we introduced the availability of both commercial lines
of credit and fixed term commercial loans. The commercial lines that are
unsecured are limited to $100,000, while secured are offered at up to $1.0
million. The term for the unsecured line is no more than five years with an
annual renewal, while fixed term loans are offered for terms of up to ten years.
Unlike single-family residential mortgage loans, which generally are
made on the basis of the borrower's ability to make repayment from his or her
employment and other income and which are secured by real property with a value
that tends to be more easily ascertainable, commercial business loans typically
are made on the basis of the borrower's ability to make repayment from the cash
flow of the borrower's business. As a result, the availability of funds for the
repayment of commercial business loans may be substantially dependent on the
success of the business itself and the general economic environment. Commercial
business loans, therefore, have greater credit risk than residential mortgage
loans. In addition, commercial loans generally carry larger balances to single
borrowers or related groups of borrowers than one- to four-family loans. In
addition, commercial lending generally requires substantially greater evaluation
and oversight efforts compared to residential or non-residential real estate
lending.
Loans to One Borrower. Under federal law, savings institutions have,
subject to certain exemptions, lending limits to one borrower in an amount equal
to the greater of $500,000 or 15% of the institution's unimpaired capital and
surplus. Accordingly, as of December 31, 2004, our loans to one
7
borrower limit was $14.0 million, and we had 113 borrowers with loan balances in
excess of $1.0 million.
At December 31, 2004, our largest single borrower had an aggregate
balance of $9.2 million, representing real estate mortgage loans collateralized
by professional office properties. At December 31, 2004, our second largest
single borrower had an aggregate balance of $8.2 million, representing various
real estate mortgage loans secured by a strip mall along with a professional
office building and a non-residential property. At December 31, 2004, our third
largest borrower had an aggregate balance of $7.3 million, representing various
real estate mortgage loans collateralized primarily by multi-family residential
properties and land. At December 31, 2004, all of these three lending
relationships were current and performing in accordance with the terms of their
loan agreements.
Loan Originations, Purchases, Sales, Solicitation and Processing. Our
customary sources of loan applications include newspaper advertisements, our
business development officers, repeat customers, applications through Synergy
Bank's Internet site, real-estate broker referrals and "walk-in" customers. A
significant source for our automobile loan originations is an independent
referral web site.
The following table shows total loans originated, purchased, sold and
repaid during the periods indicated.
Year Ended December 31,
-----------------------------------------
2004 2003 2002
---- ---- ----
(In thousands)
Loan originations and purchases:
Loan originations:
One- to Four-Family Residential (1)............. $ 81,716 $ 116,284 $ 110,578
Multi-Family / Non-Residential (2).............. 58,936 36,392 31,116
Automobile...................................... 99,532 89,051 31,820
Commercial...................................... 7,171 920 2,472
Other Consumer (3).............................. 2,509 11,964 13,026
--------- --------- ---------
Total loan originations........................... 249,864 254,611 189,012
Loans purchased through acquisition of
First Bank of Central Jersey ("FBCJ")........... - 21,880 -
Loan purchases:
One- to Four-Family Residential (1)............. 11,347 - -
Multi-Family / Non-Residential (2).............. 16,427 5,000 -
Automobile...................................... - - 13,717
Commercial...................................... 2,691 1,486 -
Other Consumer (3).............................. - - -
--------- --------- ---------
Total loan purchases.............................. 30,465 28,366 13,717
Sales and loan principal repayments:
Loans sold:
One- to Four-Family Residential (1)............. - 2,307 4,852
Multi-Family / Non-Residential (2).............. - - 500
Automobile...................................... - - -
Commercial...................................... - - -
Other Consumer (3).............................. - - -
--------- --------- ---------
Total loans sold.................................. - 2,307 5,352
Loan principal repayments......................... 152,296 165,074 101,947
--------- --------- ---------
Total loans sold and principal repayments....... 152,296 167,381 107,299
Decrease due to loan charge offs, offset by an
increase in the amortization of FBCJ loans...... 931 434 696
--------- --------- ---------
Net increase in loan portfolio.................... $ 127,102 $ 115,162 $ 94,734
========= ========= =========
- -----------------------
(1) This category includes home equity loans.
(2) This category includes construction loans.
(3) This category consists of personal loans (unsecured) and savings secured
loans.
8
The sale of mortgage loans is part of management's strategy to
diversify the loan portfolio and mitigate interest rate risk. As of December 31,
2004, we serviced $4.1 million in loans for the Federal Home Loan Mortgage
Corporation. We occasionally sell participation interests in non-residential
mortgage loans originated by us that are considered large credits in order to
reduce credit risk exposure and comply with our loans to one borrower
limitation. We may continue to sell loans in the future when doing so will
diversify our loan portfolio composition, mitigate interest rate risk or reduce
our credit risk exposure.
We generally sell loans on a non-recourse basis, with servicing
retained and with a loan servicing fee of 25 basis points of the loan balance.
At December 31, 2004, loans serviced for the benefit of other lenders totaled
approximately $2.1 million.
We occasionally purchase loans through other financial institutions'
participation programs. During the year ended December 31, 2004, we purchased an
aggregate of $33.0 million loans of which $30.5 million was funded at year end.
The participations consisted of multi-family / non-residential and one- to
four-family loans of $16.4 million and $8.8 million. The remainder was
attributable to commercial and construction loans of $2.7 million and $2.6
million, respectively.
Loan Commitments. We give written commitments to prospective borrowers
on all residential and non-residential mortgage loans. The total amount of
commitments to extend credit for mortgage and consumer loans as of December 31,
2004 was approximately $67.9 million, excluding commitments on unused lines of
credit of $26.3 million.
Loan Origination and Other Loan Fees. In addition to interest earned on
loans, we receive commitment fees, loan origination fees and points on certain
loans. We also receive other fees and charges relating to existing loans, which
include late charges and fees collected in connection with loan modifications.
These fees and charges have not constituted a material source of income.
Non-Performing Loans and Problem Assets
Collection Procedures. The borrower is notified by mail when a loan is
ten days delinquent. If the delinquency continues, subsequent efforts are made
to contact the delinquent borrower and additional collection notices and letters
are sent. When a collateralized loan is ninety days delinquent, it is referred
to an attorney for repossession or foreclosure. All reasonable attempts are made
to collect from borrowers prior to referral to an attorney for collection. In
certain instances, we may modify the loan or grant a limited moratorium on loan
payments to enable the borrower to reorganize his or her financial affairs and
we attempt to work with the borrower to establish a repayment schedule to cure
the delinquency.
In the case of mortgage loans, if a foreclosure action is taken and the
loan is not reinstated, paid in full or refinanced, the property is sold at
judicial sale. We may be the buyer at this sale if there are no adequate offers
to satisfy the debt. Any property acquired as the result of foreclosure or by
receipt of deed in lieu of foreclosure is classified as real estate owned
("REO") until it is sold or otherwise disposed of. When REO is acquired, it is
recorded at the lower of the unpaid principal balance of the related loan or its
fair market value less estimated selling costs. The initial write-down of the
property is charged to the allowance for loan losses. Adjustments to the
carrying value of the property that results from subsequent declines in value
are charged to operations in the period in which the declines occur. At December
31, 2004, we did not hold any real estate owned.
Loans are reviewed on a regular basis and are placed on a non-accrual
status when they are more than ninety days delinquent. Loans may be placed on a
non-accrual status at any time if, in the opinion of management, the collection
of additional interest is doubtful. Interest accrued and unpaid at the time a
loan is placed on non-accrual status is charged against interest income.
Subsequent payments are either
9
applied to the outstanding principal balance or recorded as interest income,
depending on our assessment of the ultimate collectibility of the loan. These
payments are accounted for under the cash method of accounting.
Non-Performing Assets. The following table provides information
regarding our non-performing loans and other non-performing assets as of the
dates indicated.
At December 31,
--------------------------------------------------------------
2004 2003 2002 2001 2000
---- ---- ---- ---- ----
(Dollars in thousands)
Loans accounted for on a non-accrual basis:
One- to Four-Family Residential (1)........... $ - $ - $ - $ - $ 57
Multi-Family / Non-Residential (2)............ - - - - -
Automobile.................................... 230 298 374 32 19
Commercial.................................... 23 33 - - -
Credit Card................................... 1 2 5 22 32
Other Consumer (3)............................ 10 16 70 17 79
----- ----- ----- ----- ----
Total....................................... $ 264 $ 348 $ 449 $ 71 $187
===== ===== ===== ===== ====
Accruing loans which are contractually
past due 90 days or more:
One- to Four-Family Residential (1)........... - - - - -
Multi-Family / Non-Residential (2)............ - - - - -
Automobile.................................... - - - - -
Commercial.................................... - - - - -
Credit Card................................... - - - - -
Other Consumer (3)............................ - - - - -
----- ----- ----- ----- ----
Total....................................... $ - $ - $ - $ - $ -
===== ===== ===== ===== ====
Total non-performing loans.................. $ 264 $ 348 $ 449 $ 71 $187
===== ===== ===== ===== ====
Other non-performing assets...................... $ - $ - $ - $ - $ -
===== ===== ===== ===== ====
Total non-performing assets................. $ 264 $ 348 $ 449 $ 71 $187
===== ===== ===== ===== ====
Total non-performing loans to net loans..... 0.05% 0.08% 0.14% 0.03% 0.10%
===== ===== ===== ===== ====
Total non-performing loans to total assets.. 0.03% 0.06% 0.10% 0.02% 0.08%
===== ===== ===== ===== ====
Total non-performing assets to total assets. 0.03% 0.06% 0.10% 0.02% 0.08%
===== ===== ===== ===== ====
- ---------------------------------------
(1) This category includes home equity loans.
(2) This category includes construction loans.
(3) This category consists of personal loans (unsecured) and savings secured
loans.
For the year ended December 31, 2004, the amount of interest that would
have been recorded on loans accounted for on a non-accrual basis if those loans
had been current and performing according to the original loan agreements for
the entire period was approximately $4,600. This amount was not included in our
interest income for the period. No interest income on loans accounted for on a
non-accrual basis was included in income during the year ended December 31,
2004.
At December 31, 2004, there were no loans for which management had
serious doubts as to the ability of such borrowers to comply with the present
repayment terms that are not included in the table above as loans accounted for
on a non-accrual basis.
Classified Assets. Management, in compliance with OTS guidelines, has
instituted an internal loan review program, whereby non-performing loans are
classified as substandard, doubtful or loss. It is our policy to review the loan
portfolio, in accordance with regulatory classification procedures, on at least
a monthly basis. When a loan is classified as substandard or doubtful,
management is required to establish a valuation reserve for loan losses in an
amount considered prudent by management. When management classifies a portion of
a loan as loss, a specific reserve equal to 100% of the loss amount is required
to be established or the loan is charged-off.
10
An asset is considered "substandard" if it is inadequately protected by
the paying capacity and net worth of the obligor or the collateral pledged, if
any. Substandard assets include those characterized by the distinct possibility
that the insured institution will sustain some loss if the deficiencies are not
corrected. Assets classified as doubtful have all of the weaknesses inherent in
those classified substandard, with the added characteristic that the weaknesses
present make collection or liquidation in full highly questionable and
improbable, on the basis of currently existing facts, conditions and values.
Assets classified as loss are those considered uncollectible and of so little
value that their continuance as assets without the establishment of a specific
loss reserve is not warranted. Assets which do not currently expose the insured
institution to a sufficient degree of risk to warrant classification in one of
the aforementioned categories but which have credit deficiencies or potential
weaknesses are required to be designated as "special mention" by management.
Management's classification of assets and its estimation of the amount
of known and inherent loan losses in the loan portfolio is reviewed by the Asset
Liability Committee on a regular basis and by the regulatory agencies as part of
their examination process. At December 31, 2004, classified loans totaled
$392,000. This amount included $154,000 of loans classified as "substandard."
Management has deemed less than $1,000 of the loans classified as substandard as
non-performing assets. At December 31, 2004, we had $238,000 of loans classified
as "doubtful," all of which is non-performing assets, as shown in the table
above. At December 31, 2004, we had no loans classified as "loss."
Allowance for Loan Losses. The allowance for loan losses is a valuation
account that reflects our estimation of the losses known and inherent in our
loan portfolio that are both probable and reasonable to estimate associated both
with lending activities and particular problem assets. The allowance is
maintained through provisions for loan losses that are charged to income in the
period they are established. We charge losses on loans against the allowance for
loan losses when we believe the collection of loan principal is unlikely.
Recoveries on loans previously charged-off are added back to the allowance.
Our estimation of known and inherent loan losses in the loan portfolio
includes a separate review of all loans on which the collectibility of principal
may not be reasonably assured. We evaluate all classified loans individually and
base our determination of a loss factor on the likelihood of collectibility of
principal, including consideration of the value of the underlying collateral
securing the loan. Larger loans, which would generally include multi-family /
non-residential mortgages and commercial loans, are also evaluated for
impairment individually. We also segregate loans by loan category and evaluate
homogenous loans as a group.
Although there may be other factors that also warrant consideration in
estimating the amount of known and inherent loan losses in the loan portfolio,
we consider the following points in connection with our determination of loss
factors and as part of our overall estimation of the amount of known and
inherent loan losses in the loan portfolio:
o our historical loan loss experience;
o internal analysis of credit quality;
o general levels of non-performing loans and delinquencies;
o changes in loan concentrations by loan category;
11
o current estimated collateral values;
o peer group information;
o analysis of credit quality conducted in bank regulatory examinations; and
o economic and market trends impacting our lending area.
This estimation is inherently subjective as it requires estimates and
assumptions that are susceptible to significant revisions as more information
becomes available or as future events change. Future additions to the allowance
for loan losses may be necessary if economic and other conditions in the future
differ substantially from the current operating environment. In addition, the
OTS (as an integral part of its examination process) periodically reviews our
loan and foreclosed real estate portfolios and the related allowance for loan
losses and valuation allowance for foreclosed real estate. The OTS may require
the allowance for loan losses or the valuation allowance for foreclosed real
estate to be increased based on its review of information available at the time
of the examination, which would negatively affect our earnings.
The following table sets forth information with respect to our
allowance for loan losses at the dates indicated.
For the Year Ended December 31,
-----------------------------------------------------------------
2004 2003 2002 2001 2000
--------- --------- --------- --------- ---------
(Dollars in thousands)
Allowance balance (at beginning of year) ............. $ 3,274 $ 2,231 $ 1,372 $ 1,176 $ 995
--------- --------- --------- --------- ---------
Charge-offs:
One- to Four-Family Residential (1) ............... - - - - 57
Multi-Family / Non-Residential (2) ................ - - - - -
Automobile ........................................ 727 1,146 280 61 101
Commercial ........................................ - - - - -
Credit Card ....................................... 5 11 26 108 127
Other Consumer (3) ................................ 41 179 128 248 267
--------- --------- --------- --------- ---------
Total ........................................... 773 1,336 434 417 495
Recoveries:
One- to Four-Family Residential (1) ............... - - 3 2 1
Multi-Family / Non-Residential (2) ................ - - - - -
Automobile ........................................ 345 292 42 39 26
Commercial ........................................ - - - - -
Credit Card ....................................... 15 25 27 49 25
Other Consumer (3) ................................ 74 124 144 160 144
--------- --------- --------- --------- ---------
Total ........................................... 434 441 216 250 196
--------- --------- --------- --------- ---------
Net charge-offs ...................................... (339) (895) (218) (167) (299)
Acquisition of First Bank of Central Jersey .......... - 823 - - -
Provision for loan losses ............................ 1,492 1,115 1,077 363 480
--------- --------- --------- --------- ---------
Allowance balance (at end of year) ................... $ 4,427 $ 3,274 $ 2,231 $ 1,372 $ 1,176
========= ========= ========= ========= =========
Total gross loans outstanding (at end of year)... $ 565,866 $ 437,681 $ 321,569 $ 226,139 $ 190,451
========= ========= ========= ========= =========
Allowance for loan losses as a
percent of total loans ............................ 0.78% 0.75% 0.69% 0.61% 0.62%
========= ========= ========= ========= =========
Net loans charged off as a percent of average
loans outstanding during the year ................. 0.06% 0.21% 0.07% 0.08% 0.17%
========= ========= ========= ========= =========
- ---------------------------------------
(1) This category includes home equity loans.
(2) This category includes construction loans.
(3) This category consists of personal loans (unsecured) and savings secured
loans.
12
Allocation of Allowance for Loan Losses. The following table sets forth
the allocation of our allowance for loan losses by collateral and the percent of
loans in each category to total loans receivable, net, at the dates indicated.
Management determines the allocation of our allowance for loan losses based on
its assessment of the risk characteristics of each loan category. The change in
allocation of the allowance from period to period also reflects the relative
balances of each loan category. The portion of the loan loss allowance allocated
to each loan category does not represent the total available for losses which
may occur within the loan category since the total loan loss allowance is a
valuation reserve applicable to the entire loan portfolio. The allocation is
subject to change as management's assessment of the risk characteristics of each
loan category may change from time to time.
At December 31,
-------------------------------------------------------------------------------------------------
2004 2003 2002 2001 2000
------------------ ---------------- -------------------- ------------------- ----------------
Percent Percent Percent Percent Percent
of Loans of Loans of Loans of Loans of Loans
to Total to Total to Total to Total to Total
Amount Loans Amount Loans Amount Loans Amount Loans Amount Loans
------ ----- ------ ----- ------ ----- ------ ----- ------ -----
(Dollars in thousands)
At end of period allocated to:
One-to Four Family
Residential (1)......... $1,232 43.98% $ 921 59.60% $ 517 68.54% $ 813 68.15% $ 409 67.65%
Multi-Family /
Non-Residential (2)..... 947 27.56 531 12.77 256 9.43 105 6.09 8 0.12
Automobile................ 2,079 25.65 1,472 25.00 1,113 19.83 319 23.08 158 24.06
Commercial................ 80 2.16 73 1.81 9 0.77 - - - -
Credit Card............... 5 0.01 2 0.02 - 0.04 - 0.01 268 3.66
Other Consumer (3)........ 84 0.64 275 0.81 336 1.39 135 2.67 333 4.51
------ ------ ------ ------ ------- ------ ------ ------ ------ ------
Total allowance....... $4,427 100.00% $3,274 100.00% $ 2,231 100.00% $1,372 100.00% $1,176 100.00%
====== ====== ====== ====== ======= ====== ====== ====== ====== ======
- ----------------------
(1) This category includes home equity loans.
(2) This category includes construction loans.
(3) This category consists of personal loans (unsecured) and savings secured
loans.
13
Securities Portfolio
General. Federally chartered savings banks have the authority to invest
in various types of liquid assets, including U.S. government and government
agency obligations, securities of various federal agencies and
government-sponsored enterprises (including securities collateralized by
mortgages), certificates of deposits of insured banks and savings institutions,
municipal securities and corporate debt securities.
Statement of Financial Accounting Standards ("SFAS") No. 115,
Accounting for Certain Investments in Debt and Equity Securities, requires that
securities be categorized as "held to maturity," "trading securities" or
"available for sale," based on management's intent as to the ultimate
disposition of each security. SFAS No. 115 allows debt securities to be
classified as "held to maturity" and reported in financial statements at
amortized cost only if the reporting entity has the positive intent and ability
to hold these securities to maturity. Securities that might be sold in response
to changes in market interest rates, changes in the security's prepayment risk,
increases in loan demand, or other similar factors cannot be classified as "held
to maturity."
We do not currently use or maintain a trading account. Securities not
classified as "held to maturity" are classified as "available for sale." These
securities are reported at fair value, and unrealized gains and losses on the
securities are excluded from earnings and reported, net of deferred taxes, as a
separate component of equity. On occasion, we sell available for sale securities
based on the evaluation of price levels obtained through multiple dealers. Our
analysis in selling available for sale securities includes tracking the Treasury
yield curve through Internet-based financial data providers and tracking the
price of similar securities offered through dealers' inventory listings using
their individual web sites.
All of our securities carry market risk insofar as increases in market
rates of interest may cause a decrease in their market value. Investments in
securities are made based on certain considerations, which include the interest
rate, tax considerations, yield, asset/liability position and maturity of the
security, our liquidity position and anticipated cash needs and sources. The
effect that the proposed security would have on our credit and interest rate
risk and risk-based capital is also considered. We purchase securities to
provide necessary liquidity for day-to-day operations, and when investable funds
exceed loan demand.
Our investment policy, which is established by the Board of Directors,
is designed to foster earnings and liquidity within prudent interest rate risk
guidelines, while complementing our lending activities. Generally, our
investment policy is to invest funds in various categories of securities and
maturities based upon our liquidity needs, asset/liability management policy,
investment quality, marketability and performance objectives. The
Asset/Liability Management Committee reviews the securities portfolio on a
monthly basis. The results of the committee's monthly review are reported to the
full Board at its regular monthly meeting.
We do not participate in hedging programs, interest rate swaps or other
activities involving the use of off-balance-sheet derivative financial
instruments. Further, we do not invest in securities which are not rated
investment grade.
Mortgage-backed Securities. Mortgage-backed securities represent a
participation interest in a pool of one- to four-family or multi-family
mortgages. We focus primarily on mortgage-backed securities secured by one- to
four-family mortgages.
The mortgage originators use intermediaries (generally U.S. government
agencies and government-sponsored enterprises) to pool and repackage the
participation interests in the form of securities, with investors such as us
receiving the principal and interest payments on the mortgages. Such U.S.
government agencies and government-sponsored enterprises guarantee the payment
of principal and interest to investors. At December 31, 2004, all of our
mortgage-backed securities were issued by either U.S. government agencies or
government-sponsored enterprises.
14
Mortgage-backed securities are typically issued with stated principal
amounts, and the securities are backed by pools of mortgages that have loans
with interest rates that are within a specific range and have varying
maturities. The life of a mortgage-backed pass-through security thus
approximates the life of the underlying mortgages. The characteristics of the
underlying pool of mortgages (i.e., fixed-rate or adjustable-rate) and
prepayment risk are passed on to the certificate holder. Mortgage-backed
securities are generally referred to as mortgage participation certificates or
pass-through certificates. Our mortgage-backed securities consist primarily of
securities issued by Government National Mortgage Association ("GNMA" or "Ginnie
Mae"), Federal Home Loan Mortgage Association ("FHLMA" or "Freddie Mac") and the
Federal National Mortgage Association ("FNMA" or "Fannie Mae"). Mortgage-backed
securities generally yield less than the mortgage loans underlying such
securities because of their payment guarantees or credit enhancements, which
offer nominal credit risk to the security holder.
Expected maturities will differ from contractual maturities due to
scheduled repayments and because the mortgagor may have the right to prepay the
obligation with or without prepayment penalties.
Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage
Investment Conduits ("REMICs"). We also invest in CMOs and REMICs, issued or
sponsored by GNMA, FNMA and FHLMC. CMOs and REMICs are mortgage-derivative
products that aggregate pools of mortgages and mortgage-backed securities and
create different classes of securities with varying maturities and amortization
schedules, as well as a residual interest, with each class having different risk
characteristics. The cash flows from the underlying collateral are usually
divided into "tranches," or classes, which have descending priorities with
respect to the distribution of principal and interest repayment of the
underlying mortgages and mortgage-backed securities, as opposed to pass-through
mortgage-backed securities where cash flows are distributed pro rata to all
security holders. Unlike mortgage-backed securities from which cash flow is
received and prepayment risk is shared pro rata by all securities holders, cash
flows from the mortgages and mortgage-backed securities underlying CMOs and
REMICs are paid in accordance with a predetermined priority to investors holding
various tranches of the securities or obligations. A particular tranche or class
may carry prepayment risk which may be different from that of the underlying
collateral and other tranches. Investing in CMOs and REMICs allows us to
moderate reinvestment risk resulting from unexpected prepayment activity
associated with conventional mortgage-backed securities. Management believes
these securities represent attractive alternatives relative to other investments
due to the wide variety of maturity, repayment and interest rate options
available.
Other Securities. In addition, at December 31, 2004, we held equity
investments with a fair market value of $1.0 million, primarily consisting of an
interest in the Community Reinvestment Act Qualified Investment Fund. We also
held an approximate investment of $10.8 million in FHLB common stock (this
amount is not shown in the securities portfolio). As a member of the FHLB,
ownership of FHLB common stock is required. Furthermore, we owned shares of two
financial institutions totaling approximately $37,000 in market value at
December 31, 2004.
15
The following table sets forth the carrying value of our investment
securities portfolio at the dates indicated.
At December 31,
------------------------------
2004 2003 2002
---- ---- ----
(In thousands)
Investment Securities Available-for-Sale:
- -----------------------------------------
U.S. Government Obligations ............. $ 2,443 $ 3,467 $ -
Mortgage-Backed Securities:
FHLMC ................................ 82,330 64,098 21,407
FNMA ................................. 48,594 55,249 40,886
GNMA ................................. - - -
Equity Securities ....................... 993 965 10
-------- -------- --------
Total Available-for-Sale ........... 134,360 123,779 62,303
Investment Securities Held-to-Maturity:
- ---------------------------------------
Other Debt Securities ................... $ 10 $ 10 $ -
U.S. Government Obligations ............. - - -
Mortgage-Backed Securities:
FHLMC (1) ............................ 47,360 5,623 3,249
FNMA ................................. 59,121 20,285 11,395
GNMA ................................. 4,093 7,296 2,763
-------- -------- --------
Total Held-to-Maturity ............. 110,584 33,214 17,407
-------- -------- --------
Total ............................ $244,944 $156,993 $ 79,710
======== ======== ========
- -----------------
(1) At December 31, 2004, includes $6.2 million of agency-issued collateralized
mortgage obligations.
16
Carrying Values, Yields and Maturities. The following table sets forth
certain information regarding the carrying values, weighted average yields and
maturities of our investment securities portfolio at the dates indicated.
At December 31, 2004
---------------------------------------------------------------------------------------------------
More than
One Year or Less One to Five Years Five to Ten Years Ten Years Total
---------------- ----------------- ----------------- ------------------ --------------------------
Carrying Average Carrying Average Carrying Average Carrying Average Carrying Average Market
Value Yield Value Yield Value Yield Value Yield Value Yield Value
----- ----- ----- ----- ----- ----- ----- ----- ----- ----- -----
(Dollars in thousands)
Investment Securities
- ---------------------
Available-for-Sale:
- -------------------
U.S. Government Obligations..... $ 501 2.11% $ 1,942 3.11% $ - -% $ - -% $ 2,443 2.91% $ 2,443
Mortgage-Backed Securities:
FHLMC........................ - - 41,952 3.60 1,826 3.89 38,553 3.35 82,330 3.49 82,330
FNMA......................... 53 4.71 1,230 4.94 7,960 3.86 39,350 3.32 48,594 3.45 48,594
GNMA......................... - - - - - - - - - - -
Equity Securities............... - - - - - - 993 - 993 - 993
----- -------- -------- --------- -------- ---------
Total Available-for-Sale... 554 45,124 9,786 78,896 134,360 134,360
Investment Securities
- ---------------------
Held-to-Maturity:
- -----------------
Mortgage-Backed Securities:
FHLMC........................ - - 12,975 3.45 16,131 3.91 18,254 4.35 47,360 3.95 47,333
FNMA......................... - - 1,002 4.13 31,828 4.24 26,291 4.42 59,121 4.32 59,665
GNMA......................... - - - - 198 6.64 3,895 4.44 4,093 4.54 4,146
Other Debt Securities........... - - 10 2.25 - - - - 10 2.25 10
----- -------- -------- --------- -------- ---------
Total Held-to-Maturity..... - 13,987 48,157 48,440 110,584 111,154
----- -------- -------- --------- -------- ---------
Total.................... $ 554 $ 59,111 $ 57,943 $ 127,336 $244,944 $ 245,514
===== ======== ======== ========= ======== =========
17
Sources of Funds
General. Deposits are our major source of funds for lending and other
investment purposes. In addition, we derive funds from loan and mortgage-backed
securities principal repayments and proceeds from the maturity, call and sale of
mortgage-backed securities and investment securities. Loan and securities
payments are a relatively stable source of funds, while deposit inflows are
significantly influenced by general interest rates and money market conditions.
Borrowings (principally from the FHLB) are also periodically used to supplement
the amount of funds for lending and investment.
Deposits. Our current deposit products include checking, savings, money
market, club accounts, certificate of deposit accounts with terms from three
months to ten years and individual retirement accounts ("IRAs"). Deposit account
terms vary, primarily as to the required minimum balance amount, the amount of
time that the funds must remain on deposit and the applicable interest rate.
Deposits are obtained primarily from within New Jersey. Traditional
methods of advertising are used to attract new customers and deposits, including
print media, radio, direct mail and inserts included with customer statements.
We do not utilize the services of deposit brokers. Premiums or incentives for
opening accounts are sometimes, but not generally, offered. Periodically, we
select a particular certificate of deposit term for promotion.
We pay interest rates on certificates of deposits that are toward the
high range of rates offered by our competitors. Rates on savings and money
market accounts are generally priced toward the middle and upper range of rates
offered in our market. The determination of interest rates is based upon a
number of factors, including: (1) our need for funds based on loan demand,
current maturities of deposits and other cash flow needs; (2) a current survey
of a selected group of competitors' rates for similar products; (3) our current
cost of funds and yield on assets and asset/liability position; and (4) the
alternate cost of funds on a wholesale basis, in particular, the cost of
advances from the FHLB. Interest rates are reviewed by senior management on at
least a weekly basis.
A large percentage of our deposits are in certificates of deposit
(46.9%, or $252.7 million, at December 31, 2004 as compared to 45.7%, or $216.4
million, at December 31, 2003). Our liquidity could be reduced if a significant
amount of certificates of deposit, maturing within a short period of time, were
not renewed. A significant portion of the certificates of deposit remain with us
after they mature and we believe that this will continue. However, the need to
retain these time deposits could result in an increase in our cost of funds.
18
The following table sets forth the distribution of the average deposits
in Synergy Bank for the periods indicated and the weighted average nominal
interest rates for each period on each category of deposits presented.
For the Year Ended December 31,
---------------------------------------------------------------------------------------------------
2004 2003 2002
---------------------------------- --------------------------------- ------------------------------
Percent Percent Percent
Average of Total Average Average of Total Average Average of Total Average
Balance Deposits Rate Paid Balance Deposits Rate Paid Balance Deposits Rate Paid
------- -------- --------- ------- -------- --------- ------- -------- ---------
(Dollars in thousands)
Money market accounts........... $158,658 31.27% 1.70% $ 81,852 18.62% 1.46% $ 44,966 14.78% 1.74%
Savings and club accounts....... 70,244 13.84 0.50 71,959 16.37 0.70 62,310 20.47 1.23
Certificates of deposit and
other time deposit accounts.. 228,426 45.02 2.64 236,749 53.85 3.03 160,305 52.68 3.60
Checking accounts............... 50,065 9.87 0.06 49,052 11.16 0.12 36,743 12.07 -
-------- ------ ---- --------- ------ ---- -------- ------ ----
Total deposits............. $507,393 100.00% 1.80% $ 439,612 100.00% 2.03% $304,324 100.00% 2.40%
======== ====== ==== ========= ====== ==== ======== ====== ====
19
The following table sets forth the time deposits in Synergy Bank
classified by interest rate as of the dates indicated.
At December 31,
-----------------------------------
2004 2003 2002
-------- -------- ---------
(In thousands)
Interest Rate
Less than 2%...... $ 41,702 $ 58,441 $ 177
2.00-2.99%........ 113,707 99,368 52,621
3.00-3.99%........ 86,084 46,439 120,057
4.00-4.99%........ 9,785 9,516 22,787
5.00-5.99%........ 1,133 2,134 5,907
6.00-6.99%........ 334 488 672
7.00-7.99%........ - - 99
-------- -------- ---------
Total.......... $252,745 $216,386 $ 202,320
======== ======== =========
The following table sets forth the amount and maturities of time
deposits at December 31, 2004.
December 31, After
------------------------------------------------ December 31,
2005 2006 2007 2008 2009 Total
-------- ------- -------- ------- ------ --------
(In thousands)
Interest Rate
Less than 2%...... $ 41,647 $ 55 $ - $ - $ - $ 41,702
2.00-2.99%........ 78,103 33,692 1,863 49 - 113,707
3.00-3.99%........ 7,491 57,121 14,537 4,038 2,897 86,084
4.00-4.99%........ 2,339 284 1,659 214 5,289 9,785
5.00-5.99%........ 293 670 164 3 3 1,133
6.00-6.99%........ 227 107 - - - 334
7.00-7.99%........ - - - - - -
-------- ------- -------- ------- ------ --------
Total.......... $130,100 $91,929 $ 18,223 $ 4,304 $8,189 $252,745
======== ======= ======== ======= ====== ========
The following table shows the amount of our certificates of deposit and
other time deposits of $100,000 or more by time remaining until maturity as of
December 31, 2004.
Remaining Time Until Maturity Certificates of Deposit
- ----------------------------- -----------------------
(In thousands)
Within three months......................... $ 12,626
Three through six months.................... 17,658
Six through twelve months................... 20,483
Over twelve months.......................... 53,994
---------
$ 104,761
=========
Borrowings. As the need arises or in order to take advantage of funding
opportunities or to supplement our deposits as a source of funds, we borrow
funds in the form of advances from the FHLB to supplement our supply of lendable
funds and to meet deposit withdrawal requirements. Advances from the FHLB are
typically secured by the FHLB stock we own and mortgage loans and may be secured
by other assets, mainly securities. We use convertible FHLB advances for a
portion of our funding needs. These borrowings are fixed-rate advances that can
be called at the option of the FHLB. At December 31, 2004, our borrowing limit
with the FHLB was $203.8 million, excluding repurchase agreement advances,
consisting of an overnight line of credit of $34.0 million, an adjustable rate
line of credit of $34.0 million and a regular advance limit of $135.8 million.
20
Short-term FHLB advances generally have maturities of less than one
year. The details of these advances are presented below:
At or For the
Year Ended December 31,
-----------------------
2004 2003 2002
---- ---- ----
(Dollars in thousands)
FHLB Advances:
Average balance outstanding................. $ 33,618 $ 35,413 $ 7,053
Maximum amount outstanding
at any month-end during the period....... $ 48,975 $ 69,300 $19,225
Balance outstanding at period end........... $ 31,025 $ 38,229 $ 2,500
Weighted average interest rate
during the period........................ 1.61% 1.21% 1.98%
Weighted average interest rate
at period end............................ 2.42% 1.17% 1.35%
At December 31, 2004, long-term FHLB advances totaled $181.4 million.
Advances consist of fixed-rate advances that will mature within one to eight
years. The advances are collateralized by FHLB stock, certain first mortgage
loans and mortgage-backed securities. These advances had a weighted average
interest rate of 3.3%. We had $19.6 million in unused overnight lines of credit
at the FHLB at December 31, 2004.
As of December 31, 2004, long-term advances mature as follows:
(Dollars in thousands)
2005........................................ $ 45,939
2006........................................ 42,150
2007........................................ 36,000
2008........................................ 22,600
2009........................................ 12,000
Thereafter.................................. 22,700
---------
Total.................................... $ 181,389
=========
Subsidiary Activity
In addition to the Bank, the Company has one service corporation
subsidiary, Synergy Financial Services, Inc., which was incorporated under New
Jersey law in June 1997 and began operation in May 1998. It was organized for
the purpose of providing securities brokerage, insurance and investment services
and products, including mutual funds and annuities, to customers of the Bank and
the general public. In April 1999, Synergy Financial Services, Inc. entered into
an agreement with INVEST Financial Corporation of Tampa, Florida, one of the
nation's largest full-service providers of investment and insurance products
through financial institutions, and continues to offer services and products
through such company. At December 31, 2004, Synergy Financial Services, Inc. had
total assets of $295,000. For the year ended December 31, 2004, it had
commission income of $516,000 and net income of approximately $16,000.
In November 2002, the Bank incorporated a wholly-owned subsidiary,
Synergy Capital Investments, Inc., under New Jersey law, as an investment
company. Its primary purpose is to hold investment securities. At December 31,
2004, Synergy Capital Investments, Inc. had total assets of $240.8 million. For
the year ended December 31, 2004, it had net income of $4.9 million.
21
Personnel
As of December 31, 2004, the Company had 118 full-time employees and 54
part-time employees. The employees are not represented by a collective
bargaining agreement. We believe our relationship with our employees is
satisfactory.
Regulation
Set forth below is a brief description of certain laws that relate to
the regulation of the Company and the Bank. The description does not purport to
be complete and is qualified in its entirety by reference to applicable laws and
regulations.
Regulation of the Company
General. The Company, which is a federal savings and loan holding
company, is subject to regulation and supervision by the OTS. In addition, the
OTS has enforcement authority over Synergy Financial Services, Inc. and any
non-savings institution subsidiaries. This permits the OTS to restrict or
prohibit activities that it determines to be a serious risk to Synergy Bank.
This regulation is intended primarily for the protection of the depositors and
not for the benefit of stockholders of Synergy Financial Group, Inc.
Sarbanes-Oxley Act of 2002. On July 30, 2002, President Bush signed
into law the Sarbanes-Oxley Act of 2002 (the "Act"). The Securities and Exchange
Commission (the "SEC") has promulgated new regulations pursuant to the Act and
may continue to propose additional implementing or clarifying regulations as
necessary in furtherance of the Act. The passage of the Act, and the regulations
implemented by the SEC subject publicly-traded companies to additional and more
cumbersome reporting regulations and disclosure. Compliance with the Act and
corresponding regulations may increase the Company's expenses.
Activities Restrictions. As a savings and loan holding company formed
after May 4, 1999, Synergy Financial Group, Inc. is not a grandfathered unitary
savings and loan holding company under the Gramm-Leach-Bliley Act (the "GLB
Act"). As a result, Synergy Financial Group, Inc. and its non-savings
institution subsidiaries are subject to statutory and regulatory restrictions on
their business activities. Under the Home Owners' Loan Act, as amended by the
GLB Act, the non-banking activities of Synergy Financial Group, Inc. are
restricted to certain activities specified by OTS regulation, which include
performing services and holding properties used by a savings institution
subsidiary, activities authorized for savings and loan holding companies as of
March 5, 1987 and non-banking activities permissible for bank holding companies
pursuant to the Bank Holding Company Act of 1956 (the "BHC Act") or authorized
for financial holding companies pursuant to the GLB Act. Furthermore, no company
may acquire control of Synergy Bank unless the acquiring company was a unitary
savings and loan holding company on May 4, 1999 (or became a unitary savings and
loan holding company pursuant to an application pending as of that date) or the
company is only engaged in activities that are permitted for multiple savings
and loan holding companies or for financial holding companies under the BHC Act
as amended by the GLB Act.
Mergers and Acquisitions. Synergy Financial Group, Inc. must obtain
approval from the OTS before acquiring more than 5% of the voting stock of
another savings institution or savings and loan holding company or acquiring
such an institution or holding company by merger, consolidation or purchase of
its assets. In evaluating an application for Synergy Financial Group, Inc. to
acquire control of a savings institution, the OTS would consider the financial
and managerial resources and future prospects of Synergy Financial Group, Inc.
and the target institution, the effect of the acquisition on the risk to the
insurance funds, the needs of the community and competitive factors.
Regulation of the Bank
General. As a federally chartered savings bank, the Bank is subject to
extensive regulation by the OTS and the FDIC. This regulatory structure gives
the regulatory authorities extensive discretion in
22
connection with their supervisory and enforcement activities and examination
policies, including policies regarding the classification of assets and the
level of the allowance for loan losses. The activities of federal savings banks
are subject to extensive regulation including restrictions or requirements with
respect to loans to one borrower, the percentage of non-mortgage loans or
investments to total assets, capital distributions, permissible investments and
lending activities, liquidity management, transactions with affiliates and
community reinvestment. Federal savings banks are also subject to the reserve
requirements of the Federal Reserve System. A federal savings bank's
relationship with its depositors and borrowers is regulated by both state and
federal law, especially in such matters as the ownership of savings accounts and
the form and content of its mortgage documents.
The Bank must file regular reports with the OTS and the FDIC concerning
its activities and financial condition, and must obtain regulatory approvals
prior to entering into certain transactions such as mergers with or acquisitions
of other financial institutions. The OTS regularly examines the Company and the
Bank and prepares reports to the Bank's Board of Directors on deficiencies, if
any, found in its operations.
Insurance of Deposit Accounts. The FDIC administers two separate
deposit insurance funds. Generally, the Bank Insurance Fund ("BIF") insures the
deposits of commercial banks and the Savings Association Insurance Fund ("SAIF")
insures the deposits of savings institutions, such as Synergy Bank. The FDIC is
authorized to increase deposit insurance premiums if it determines such
increases are appropriate to maintain the reserves of either the BIF or SAIF or
to fund the administration of the FDIC. In addition, the FDIC is authorized to
levy emergency special assessments on BIF and SAIF members. The assessment rate
for most savings institutions, including the Bank, is currently 0%.
In addition, all FDIC-insured institutions are required to pay
assessments to the FDIC to fund interest payments on bonds issued by the
Financing Corporation ("FICO"), an agency of the Federal government established
to recapitalize the predecessor to the SAIF. These assessments will continue
until the FICO bonds mature in 2017.
Regulatory Capital Requirements. OTS capital regulations require
savings institutions to meet three capital standards: (1) tangible capital equal
to 1.5% of total adjusted assets, (2) "Tier 1" or "core" capital equal to at
least 4% (3% if the institution has received the highest possible rating on its
most recent examination) of total adjusted assets, and (3) risk-based capital
equal to 8% of total risk-weighted assets. At December 31, 2004 the Bank
exceeded all regulatory capital requirements and was classified as "well
capitalized."
In addition, the OTS may require that a savings institution that has a
risk-based capital ratio of less than 8%, a ratio of Tier 1 capital to
risk-weighted assets of less than 4% or a ratio of Tier 1 capital to total
adjusted assets of less than 4% (3% if the institution has received the highest
rating on its most recent examination) take certain action to increase its
capital ratios. If the savings institution's capital is significantly below the
minimum required levels of capital or if it is unsuccessful in increasing its
capital ratios, the OTS may restrict its activities.
For purposes of the OTS capital regulations, tangible capital is
defined as core capital less all intangible assets except for certain mortgage
servicing rights. Tier 1 or core capital is defined as common stockholders'
equity, non-cumulative perpetual preferred stock and related surplus, minority
interests in the equity accounts of consolidated subsidiaries and certain
non-withdrawable accounts and pledged deposits. The Bank does not have any
non-withdrawable accounts or pledged deposits. Tier 1 and core capital are
reduced by an institution's intangible assets, with limited exceptions for
certain mortgage and non-mortgage servicing rights and purchased credit card
relationships. Both core and tangible capital are further reduced by an amount
equal to the savings institution's debt and equity investments in
"non-includable" subsidiaries engaged in activities not permissible to national
banks other than subsidiaries engaged in activities undertaken as agent for
customers or in mortgage banking activities and subsidiary depository
institutions or their holding companies.
The risk-based capital standard for savings institutions requires the
maintenance of total capital of 8% of risk-weighted assets. Total capital equals
the sum of core and supplementary capital. The
23
components of supplementary capital include, among other items, cumulative
perpetual preferred stock, perpetual subordinated debt, mandatory convertible
subordinated debt, intermediate-term preferred stock, the portion of the
allowance for loan losses not designated for specific loan losses and up to 45%
of unrealized gains on equity securities. The portion of the allowance for loan
losses includable in supplementary capital is limited to a maximum of 1.25% of
risk-weighted assets. Overall, supplementary capital is limited to 100% of core
capital. For purposes of determining total capital, a savings institution's
assets are reduced by the amount of capital instruments held by other depository
institutions pursuant to reciprocal arrangements and by the amount of the
institution's equity investments (other than those deducted from core and
tangible capital) and its high loan-to-value ratio land loans and
non-residential construction loans.
A savings institution's risk-based capital requirement is measured
against risk-weighted assets, which equal the sum of each on-balance-sheet asset
and the credit-equivalent amount of each off-balance-sheet item after being
multiplied by an assigned risk weight. These risk weights range from 0% for cash
to 100% for delinquent loans, property acquired through foreclosure, commercial
loans and other assets.
OTS rules require a deduction from capital for savings institutions
with certain levels of interest rate risk. The OTS calculates the sensitivity of
an institution's net portfolio value based on data submitted by the institution
in a Consolidated Maturity Rate Schedule to its quarterly Thrift Financial
Report and using the interest rate risk measurement model adopted by the OTS.
The amount of the interest rate risk component, if any, deducted from an
institution's total capital is based on the institution's Thrift Financial
Report filed two quarters earlier. The OTS has indefinitely postponed
implementation of the interest rate risk component, and the Bank has not been
required to determine whether it will be required to deduct an interest rate
risk component from capital.
Prompt Corrective Regulatory Action. Under the OTS Prompt Corrective
Action regulations, the OTS is required to take supervisory actions against
undercapitalized institutions, the severity of which depends upon the
institution's level of capital. Generally, a savings institution that has total
risk-based capital of less than 8.0%, or a leverage ratio or a Tier 1 core
capital ratio that is less than 4.0%, is considered to be undercapitalized. A
savings institution that has total risk-based capital of less than 6.0%, a Tier
1 core risk-based capital ratio of less than 3.0% or a leverage ratio that is
less than 3.0% is considered to be "significantly undercapitalized." A savings
institution that has a tangible capital to assets ratio equal to or less than
2.0% is deemed to be "critically undercapitalized." Generally, the banking
regulator is required to appoint a receiver or conservator for an institution
that is "critically undercapitalized." The regulation also provides that a
capital restoration plan must be filed with the OTS within forty-five days of
the date an institution receives notice that it is "undercapitalized,"
"significantly undercapitalized" or "critically undercapitalized." In addition,
numerous mandatory supervisory actions become immediately applicable to the
institution, including, but not limited to, restrictions on growth, investment
activities, capital distributions and affiliate transactions. The OTS may also
take any one of a number of discretionary supervisory actions against
undercapitalized institutions, including the issuance of a capital directive and
the replacement of senior executive officers and directors.
Dividend and Other Capital Distribution Limitations. The OTS imposes
various restrictions or requirements on the ability of savings institutions to
make capital distributions, including cash dividends.
A savings institution that is a subsidiary of a savings and loan
holding company, such as the Bank, must file an application or a notice with the
OTS at least thirty days before making a capital distribution. A savings
institution must file an application for prior approval of a capital
distribution if: (i) it is not eligible for expedited treatment under the
applications processing rules of the OTS; (ii) the total amount of all capital
distributions, including the proposed capital distribution, for the applicable
calendar year would exceed an amount equal to the savings bank's net income for
that year to date plus the institution's retained net income for the preceding
two years; (iii) it would not adequately be capitalized after the capital
distribution; or (iv) the distribution would violate an agreement with the OTS
or applicable regulations.
24
The Bank will be required to file a capital distribution notice or
application with the OTS before paying any dividend to the Company. However,
capital distributions by the Company, as a savings and loan holding company,
will not be subject to the OTS capital distribution rules.
The OTS may disapprove a notice or deny an application for a capital
distribution if: (i) the savings institution would be undercapitalized following
the capital distribution; (ii) the proposed capital distribution raises safety
and soundness concerns; or (iii) the capital distribution would violate a
prohibition contained in any statute, regulation or agreement. In addition, a
federal savings institution cannot distribute regulatory capital that is
required for its liquidation account.
Qualified Thrift Lender Test. Federal savings institutions must meet a
qualified thrift lender ("QTL") test or they become subject to the business
activity restrictions and branching rules applicable to national banks. To
qualify as a QTL, a savings institution must either (i) be deemed a "domestic
building and loan association" under the Internal Revenue Code by maintaining at
least 60% of its total assets in specified types of assets, including cash,
certain government securities, loans secured by and other assets related to
residential real property, educational loans and investments in premises of the
institution or (ii) satisfy the statutory QTL test set forth in the Home Owners'
Loan Act by maintaining at least 65% of its "portfolio assets" in certain
"Qualified Thrift Investments" (defined to include residential mortgages and
related equity investments, certain mortgage-related securities, small business
loans, student loans and credit card loans and 50% of certain community
development loans). For purposes of the statutory QTL test, portfolio assets are
defined as total assets minus intangible assets, property used by the
institution in conducting its business and liquid assets equal to 20% of total
assets. A savings institution must maintain its status as a QTL on a monthly
basis in at least nine out of every twelve months. The Bank met the QTL test as
of December 31, 2004 and in each of the prior twelve months and, therefore,
qualifies as a QTL.
Transactions with Affiliates. Generally, federal banking law requires
that transactions between a savings institution or its subsidiaries and its
affiliates must be on terms as favorable to the savings institution as
comparable transactions with non-affiliates. In addition, certain types of these
transactions are restricted to an aggregate percentage of the savings
institution's capital. Collateral in specified amounts must usually be provided
by affiliates in order to receive loans from the savings institution. In
addition, a savings institution may not extend credit to any affiliate engaged
in activities not permissible for a bank holding company or acquire the
securities of any affiliate that is not a subsidiary. The OTS has the discretion
to treat subsidiaries of savings institutions as affiliates on a case-by-case
basis.
Community Reinvestment Act. Under the Community Reinvestment Act
("CRA"), every insured depository institution, including the Bank, has a
continuing and affirmative obligation consistent with its safe and sound
operation to help meet the credit needs of its entire community, including low-
and moderate-income neighborhoods. The CRA does not establish specific lending
requirements or programs for financial institutions nor does it limit an
institution's discretion to develop the types of products and services that it
believes are best suited to its particular community. The CRA requires the OTS
to assess the depository institution's record of meeting the credit needs of its
community and to take such record into account in its evaluation of certain
applications by such institution, such as a merger or the establishment of a
branch office by the Bank. An unsatisfactory CRA examination rating may be used
as the basis for the denial of an application by the OTS.
Federal Home Loan Bank ("FHLB") System. The Bank is a member of the
FHLB, which is one of twelve regional FHLBs. Each FHLB serves as a reserve or
central bank for its members within its assigned region. It is funded primarily
from funds deposited by financial institutions and proceeds derived from the
sale of consolidated obligations of the FHLB System. It makes loans to members
pursuant to policies and procedures established by the board of directors of the
FHLB.
As a member, the Bank is required to purchase and maintain stock in the
FHLB in an amount equal to the greater of 1% of its aggregate unpaid residential
mortgage loans, including mortgage pass-through certificates secured by
residential properties (excluding CMOs and REMICs), home purchase contracts or
similar obligations at the beginning of each year or 5% of its FHLB advances. We
are in compliance with this requirement. The FHLB imposes various limitations on
advances such as limiting
25
the amount of certain types of real estate related collateral to 30% of a
member's capital and limiting total advances to a member.
Federal Reserve System. The Federal Reserve System requires all
depository institutions to maintain non-interest-bearing reserves at specified
levels against their checking accounts and non-personal certificate accounts.
The balances maintained to meet the reserve requirements imposed by the Federal
Reserve System may be used to satisfy the OTS liquidity requirements.
Savings institutions have authority to borrow from the Federal Reserve
System "discount window," but Federal Reserve System policy generally requires
savings institutions to exhaust all other sources before borrowing from the
Federal Reserve System.
Item 2. Description of Property
- -------------------------------
Our main office is located at 310 North Avenue East, Cranford, New
Jersey. At December 31, 2004, we had eighteen locations, including our main
office. All of our branch offices are located in Middlesex, Monmouth, Morris and
Union counties, New Jersey.
The following table sets forth the location of our main and branch
offices, the year the office was opened, the net book value of each office and
the deposits held or matured on December 31, 2004 at each office.
Month and Year Leased or Net Book Value at Deposits at
Office Location Facility Opened Owned December 31, 2004 December 31, 2004
- --------------- --------------- ----- ----------------- -----------------
Main Office October 1991 Owned $1,621,058 $ 105,084,117 (1)
310 North Avenue East
Cranford, New Jersey
Branch Offices:
2000 Galloping Hill Road March 1989 Leased(2) $ - $ 23,853,384
Building K-6
Kenilworth, New Jersey
2000 Galloping Hill Road March 1978 Leased(2) $ - $ 9,274,009
Building K-2
Kenilworth, New Jersey
1011 Morris Avenue May 1952 Leased(2) $ - $ 12,127,203
Union, New Jersey
One Giralda Farms April 1983 Leased(2) $ - $ 3,850,917
Madison, New Jersey
1095 Morris Avenue May 1993 Leased(2) $ - $ 5,868,350
Union, New Jersey
2000 Galloping Hill Road February 1993 Leased(2) $ - $ 32,686,931
Building K-15
Kenilworth, New Jersey
15 Market Street November 1998 Leased(3) $ 571,950 $ 61,061,995
Kenilworth, New Jersey
315 Central Avenue May 1999 Leased(4) $ 287,279 $ 66,321,864
Clark, New Jersey
225 North Wood Avenue March 2001 Leased(5) $ 56,364 $ 23,170,116
Linden, New Jersey
26
Month and Year Leased or Net Book Value at Deposits at
Office Location Facility Opened Owned December 31, 2004 December 31, 2004
- --------------- --------------- ----- ----------------- -----------------
1162 Green Street April 2002 Owned $1,737,429 $ 31,164,725
Iselin, New Jersey
168-170 Main Street May 2002 Owned $1,831,766 $ 24,305,878
Matawan, New Jersey
473 Route 79 July 2002 Owned $1,411,316 $ 21,689,721
Morganville, New Jersey
101 Barkalow Avenue July 2002 Owned(6) $1,757,564 $ 20,531,323
Freehold, New Jersey
1887 Morris Avenue November 2002 Owned $1,747,122 $ 23,787,734
Union, New Jersey
Renaissance Plaza December 2002 Leased(7) $1,130,263 $ 14,833,024
3665 Route 9 North
Old Bridge, New Jersey
1727 Route 130 South May 1998 Leased(8) $ - $ 36,543,136
North Brunswick, New Jersey
337 Applegarth Road April 2000 Leased(9) $ - $ 23,579,972
Monroe Township, New Jersey
- ---------------------------------------
(1) Includes deposit balances through our automated services and Call Center,
as well as Synergy Financial Group, Inc.'s checking account.
(2) Branch is located within a corporate facility of Synergy Bank's former
credit union sponsor. Synergy Bank makes no rent payments for such branch.
These branch locations are occupied pursuant to a written agreement that
provides for two-year terms that are automatically renewed upon expiration
unless written notice of termination is given by either party.
(3) Lease term of fifteen years to expire in 2013. Terms provide for four
five-year renewal options.
(4) Lease term of ten years to expire in 2009. Terms provide for one ten-year
renewal option.
(5) Lease term of five years to expire in 2005. Terms provide for one five-year
renewal option.
(6) Synergy Bank leases space in the building to three tenants.
(7) Lease term of twenty years to expire in 2022. Terms provide for two
ten-year renewal options.
(8) Branch acquired in the acquisition of First Bank of Central Jersey in
January 2003. Lease term renewed in 2002 and expires in 2007. Synergy Bank
subleases space in the building to one subtenant.
(9) Branch acquired in the acquisition of First Bank of Central Jersey in
January 2003. Lease term renewed in 2004 and expires in 2005. Synergy Bank
has entered into an agreement to lease an adjacent site for a term of
twenty years beginning in 2005.
Item 3. Legal Proceedings
- -------------------------
The Company and its subsidiaries, from time to time, are a party to
routine litigation, which arises in the normal course of business, such as
claims to enforce liens, condemnation proceedings on properties in which the
Bank holds security interests, claims involving the making and servicing of real
property loans, and other issues incident to the business of the Bank. In the
opinion of management, no material loss is expected from any of such pending
claims or lawsuits.
Item 4. Submission of Matters to a Vote of Security Holders
- -----------------------------------------------------------
None.
27
PART II
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and
- --------------------------------------------------------------------------------
Issuer Purchases of Equity Securities
- -------------------------------------
Upon completion of the Company's first-step minority stock offering in
September 2002, the Company's common stock commenced trading on the
OTC-Electronic Bulletin Board under the symbol "SYNF.OB." On January 20, 2004,
the Company completed a second-step conversion and stock offering in which
Synergy, MHC converted from the mutual form of organization to a full stock
corporation; new shares of common stock of the Company were sold at an initial
public offering price of $10.00 per share and previously outstanding shares of
the Company were exchanged for new shares at an exchange ratio of 3.7231. Upon
completion of that conversion and offering, the Company's common stock commenced
trading on January 21, 2004 on the NASDAQ National Market under the symbol
"SYNFD"; after twenty days the trading symbol became "SYNF."
The table below shows the reported high and low sales prices of the common
stock during the periods indicated. The quotations reflect inter-dealer prices,
without retail mark-up, mark-down, or commission, and may not represent actual
transactions. Sales prices shown for the periods preceding the second-step
conversion have been adjusted to reflect the exchange ratio of 3.7231.
Sales Price Dividend Information
--------------------- --------------------------
Amount Date of
High Low Per Share Payment
---- --- --------- -------
2003
First quarter.............. $ 5.24 $ 4.43 $ 0.00 NA
Second quarter............. 5.91 5.17 0.00 NA
Third quarter.............. 8.86 5.37 0.00 NA
Fourth quarter............. 11.01 8.46 0.00 NA
2004
First quarter ............. $ 10.91 $ 10.16 $ 0.00 NA
Second quarter............. 10.29 9.05 0.00 NA
Third quarter.............. 10.58 10.01 0.04 July 16, 2004
Fourth quarter............. 13.54 10.50 0.04 October 28, 2004
Any future determination as to the payment of dividends will be made at the
discretion of the Board of Directors and will depend on a number of factors,
including the Company's capital requirements, financial condition and results of
operations, tax considerations, statutory and regulatory limitations, general
economic conditions and such other factors as the Board of Directors deems
relevant.
Under New Jersey law, the Company may not pay dividends if, after giving
effect thereto, it would be unable to pay its debts as they become due in the
usual course of its business or if its total assets would be less than its total
liabilities. The Company's ability to pay dividends also depends on the receipt
of dividends from Synergy Bank which is subject to a variety of regulatory
limitations on the payment of dividends.
As of February 23, 2005, there were approximately 1,075 holders of record
of the Company's common stock.
28
The following table reports information regarding repurchases of the
Company's common stock during the fourth quarter of 2004 and the stock
repurchase plans approved by the Board of Directors.
Maximum
Total Number of Number of Shares
Total Shares Purchased that May Yet Be
Number of Average as Part of Publicly Purchased Under
Shares Price Paid Announced Plans the Plans or
Period Purchased per Share or Programs (1) (2) Programs (1) (2)
- ------ --------- --------- ------------------- ----------------
October 1 - October 31, 2004................ NA NA NA 19,727
November 1 - November 30, 2004.............. 64,640 10.91 64,640 236,511
December 1 - December 31, 2004.............. 172,660 12.32 172,660 63,851
------- ----- -------
Total.................................... 237,300 11.52 237,300
======= =======
- ---------------------------------------
(1) On June 4, 2003, the Company announced the adoption of a repurchase program
to fund the Company's 2003 Restricted Stock Plan. This program originally
specified the purchase of 56,685 shares, but was revised according to the
ratio associated with the January 20, 2004 stock conversion to 211,031
shares. The Company announced the completion of this repurchase program on
November 9, 2004.
(2) On November 9, 2004, the Company announced the adoption of a repurchase
program to fund the Company's 2004 Restricted Stock Plan. This program
specified the purchase of up to 281,436 shares of common stock to be made
from time to time in the open market based on availability, price and the
Company's financial performance. This program has no expiration date and
has 63,851 shares yet to be purchased as of December 31, 2004.
Subsequent to December 31, 2004, the Board of Directors approved the
repurchase of up to 5.0 percent of the Company's outstanding shares of common
stock (approximately 622,600 shares) in open market transactions. Such purchases
are to be made from time to time in the open market, based on stock
availability, price and the Company's financial performance. This program has no
expiration date and no assurance can be given as to when purchases will be made
or to the total number of shares that will be purchased.
Item 6. Selected Financial Data
- -------------------------------
The following tables set forth selected consolidated historical financial
and other data relating to the Company for the years and at the dates indicated.
On March 1, 2001, the Bank was reorganized from a mutual savings bank into a
mutual holding company structure. Accordingly, the financial and other data
prior to March 1, 2001 represents the financial condition and results of
operations of only Synergy Bank. On September 17, 2002, the Company completed a
minority stock offering. Prior to completion of the minority stock offering, the
Company existed but had no significant assets, liabilities or operations and all
of its outstanding common stock was held by Synergy, MHC. Subsequent to December
31, 2003, the Company completed a second-step conversion from the mutual holding
company structure into a full stock corporation. The MHC was dissolved in this
conversion.
29
Selected Financial Highlights
(Dollars in thousands)
Balance Sheet: At December 31,
----------------------------------------------------------------------
2004 2003 2002 2001 2000
-------- --------- -------- -------- ---------
Assets................................ $ 860,677 $ 628,618 $ 431,275 $ 296,963 $ 244,742
Loans receivable, net................. 561,687 434,585 319,423 224,689 189,098
Investment securities................. 244,944 156,993 79,710 51,047 38,225
Deposits.............................. 538,916 473,535 354,142 249,813 191,144
FHLB advances......................... 212,414 72,873 36,456 22,500 31,500
Total stockholders' equity............ 104,042 40,928 37,872 22,390 20,362
Summary of Operations: For the Year Ended December 31,
----------------------------------------------------------------------
2004 2003 2002 2001 2000
-------- --------- -------- -------- ---------
Interest income....................... $ 36,400 $ 30,066 $ 23,359 $ 19,071 $ 17,120
Interest expense...................... 13,192 10,686 9,044 9,296 7,959
------- -------- ------- ------- -------
Net interest income................... 23,208 19,380 14,315 9,775 9,161
Provision for loan losses............. 1,492 1,115 1,077 363 480
------- -------- ------- ------- -------
Net interest income after
provision for loan losses.......... 21,716 18,265 13,238 9,412 8,681
Net gains on sales of loans
and investment securities.......... 38 174 112 893 -
Other income.......................... 3,246 2,460 1,608 1,622 1,770
Operating expense..................... 18,381 15,576 11,727 9,001 8,209
------- -------- ------- ------- -------
Income before income tax expense...... 6,619 5,323 3,231 2,926 2,242
Income tax expense.................... 2,416 1,911 1,200 1,024 712
------- -------- ------- ------- -------
Net income............................ $ 4,203 $ 3,412 $ 2,031 $ 1,902 $ 1,530
======= ======== ======= ======= =======
Selected Financial Ratios
Performance Ratios: 2004 2003 2002 2001 2000
-------- --------- -------- -------- ---------
Return on average assets
(net income divided by
average total assets).............. 0.55% 0.62% 0.54% 0.70% 0.66%
Return on average equity
(net income divided
by average equity)................. 4.20 8.69 8.11 9.09 8.07
Dividend payout ratio................. 31.57 0.00 0.00 0.00 0.00
Net interest rate spread.............. 3.01 3.69 4.03 3.60 3.90
Net interest margin on average
interest-earning assets............ 3.20 3.74 4.08 3.75 4.09
Average interest-earning
assets to average
interest-bearing liabilities....... 110.53 102.23 101.75 104.25 105.13
Efficiency ratio (operating
expenses divided by the
sum of net interest income
and other income).................. 69.38 70.76 72.87 73.24 75.09
30
Asset Quality Ratios: 2004 2003 2002 2001 2000
-------- --------- -------- -------- ---------
Non-performing loans to
total loans, net at period end..... 0.05% 0.08% 0.14% 0.03% 0.10%
Non-performing assets to
total assets at period end......... 0.03 0.06 0.10 0.02 0.08
Net charge-offs to average
loans outstanding.................. 0.06 0.21 0.07 0.08 0.17
Allowance for loan losses to
total loans at period end.......... 0.78 0.75 0.69 0.61 0.62
Capital Ratios:
Average equity to average assets
ratio (average equity divided
by average total assets)........... 13.20 6.37 6.74 7.69 8.13
Equity to assets at period end........ 12.09 6.51 8.78 7.54 8.32
Full Service Offices: 18 18 16 11 11
Item 7. Management's Discussion and Analysis of Financial Condition and Results
- -------------------------------------------------------------------------------
of Operations
- -------------
General
Management's discussion and analysis of financial condition and results of
operations is intended to provide assistance in understanding the consolidated
financial condition and results of operations of the Company. The information in
this section should be read with the consolidated financial statements and the
notes thereto included in this Form 10-K.
Our results of operations are primarily dependent on our net interest
income. Net interest income is a function of the balances of loans and
investments outstanding in any one period, the yields earned on those loans and
investments and the interest paid on deposits and borrowed funds that were
outstanding in that same period. To a lesser extent, the relative levels of our
non-interest income and operating expenses also affect our results of
operations. Our other income consists primarily of fees and service charges, and
to a lesser extent, gains (losses) on the sale of loans and investments. The
other expenses consist primarily of employee compensation and benefits,
occupancy and equipment expenses, data processing costs, marketing costs,
professional fees, office supplies, telephone and postage costs. Our results of
operations are significantly impacted by the amount of provisions for loan
losses which, in turn, are dependent upon, among other things, the size and
makeup of the loan portfolio, loan quality and loan trends. Our results of
operations are affected by general economic, regulatory and competitive
conditions, including changes in prevailing interest rates and the policies of
regulatory agencies.
Forward-Looking Statements
This document contains forward-looking statements that project our future
operations, which involve risks and uncertainties. Our actual results may differ
significantly from the results discussed in these forward-looking statements.
Forward-looking statements, which are based on certain assumptions and describe
future plans, strategies and expectations of the Company, are generally
identified by the use of the words "believe," "expect," "intend," "anticipate,"
"estimate," "project," or similar expressions. the Company's ability to predict
results or the actual effect of future plans or strategies is inherently
uncertain.
The Company does not undertake and specifically disclaims any obligation to
release publicly the results of any revisions which may be made to any
forward-looking statements to reflect events or
31
circumstances after the date of such statements or to reflect the occurrence of
anticipated or unanticipated events.
Business Strategy
Our business strategy has been to operate as a well-capitalized,
independent financial institution, dedicated to providing convenient access and
quality service at competitive prices. Generally, we have sought to implement
this strategy by maintaining a substantial part of our assets in loans secured
by one-to-four family residential real estate located in our market area, and
home equity and consumer loans. In recent years, we have sought to diversify our
loan portfolio with emphasis on shorter maturities and adjustable-rate products.
At the same time, we have sought to expand our deposit base, particularly core
deposits. To the extent that new deposits have exceeded loan originations, we
have invested these funds primarily in investment securities. We have also
availed ourselves of leveraged borrowings for purposes of temporarily financing
our growth.
We intend to continue to emphasize a variety of loan products consisting of
one-to-four-family mortgages, home equity loans, multi-family / non-residential
mortgages, commercial and consumer loans. During recent years, we have
significantly increased our origination of automobile loans, multi-family /
non-residential mortgage loans, and commercial loans within our market area. We
began to originate automobile loans through an Internet source in late 1999 and
multi-family / non-residential mortgage loans in 2000. In the most recent fiscal
year, we have expanded our activity in commercial lending. As of December 31,
2004, we had total automobile loans of $146.1 million, multi-family /
non-residential loans of $155.7 million, and commercial loans of $12.2 million.
We intend to grow our branch office network, which will expand our
geographic reach, and will consider the acquisition of other financial
institutions. We do not, however, have any current understandings, agreements or
arrangements for the expansion of our business, other than opening new branch
office locations. As of December 31, 2004, we operated eighteen branch offices
(including our main office) in Middlesex, Monmouth, Morris, and Union counties,
New Jersey. Synergy has plans to open three new branches and relocate one branch
office in 2005. We also intend to open three new branch offices in the following
year.
We will continue to evaluate our business beyond traditional retail
banking. To this end, Synergy Financial Services, Inc., a subsidiary of the
Company, began operations in 1998 for the purpose of providing securities
brokerage, insurance and investment services and products, including mutual
funds and annuities, to customers of Synergy Bank and the general public.
Critical Accounting Policies, Judgments and Estimates
The accounting and reporting policies of The Company conform with the
accounting principals generally accepted in the United States of America and
general practices within the financial services industry. The preparation of the
financial statements in conformity with accounting principles generally accepted
in the United States of America requires management to make estimates and
assumptions that affect the amounts reported in the financial statements and the
accompanying notes. Actual results could differ from those estimates.
Allowance for Credit Losses. The Company recognizes that the determination
of the allowance for loan losses involves a higher degree of judgment and
complexity than its other significant accounting policies. The balance in the
allowance for loan losses is determined based on management's review and
evaluation of the loan portfolio in relation to past loss experience, the size
and composition of the portfolio, current economic events and conditions and
other pertinent factors, including management's
32
assumptions as to future delinquencies, recoveries and losses. All of these
factors may be susceptible to significant change. To the extent actual outcomes
differ from management's estimates, additional provisions for loan losses may be
required that would adversely impact earnings in future periods.
Intangible Assets. Intangible assets such as goodwill and the core deposit
intangible associated with the First Bank of Central Jersey acquisition in
January, 2003 are subject to annual impairment tests and, in the case of the
core deposit intangible, amortization of the asset through a charge to expense.
To the extent the outcome of the impairment tests differ from the carrying
value, additional charges to expense could be required to reduce the carrying
value to fair value, which would adversely impact earnings in future periods.
Income Taxes. Under the liability method, deferred tax assets and
liabilities are determined based on the difference between the financial
statement and tax basis of assets and liabilities. Deferred tax assets are
subject to management's judgment based upon available evidence that future
realization is more likely than not. The realization of deferred tax assets is
assessed and a valuation allowance provided for that portion of the asset for
which the allowance is more likely than not to be realized. If management
determines that The Company may be unable to realize all or part of the net
deferred tax assets in the future, a direct charge to income tax expense may be
required to reduce the recorded value of the net deferred tax assets to the
expected realizable amount, thereby impacting earnings.
Comparison of Financial Condition at December 31, 2004 and December 31, 2003
Assets. Total assets increased $232.1 million, or 36.9%, to $860.7 million
at December 31, 2004, from $628.6 million at December 31, 2003. The increase in
total assets resulted primarily from an $88.0 million, or 56.0%, increase in
investment securities and a $127.1 million, or 29.2%, increase in net loans
receivable.
The increase in investment securities included the purchase of $156.5
million in agency issued mortgage-backed securities. The increase was primarily
the result of investing the net capital of $69.2 million from the Company's
second-step stock offering that was completed on January 20, 2004. Investment
securities purchased were exclusively federal agency issued mortgage-backed
securities. These purchases were offset by $65.7 million and $1.4 million in
principal repayments and premium amortization of existing investment securities,
respectively, and $1.3 million in sales of investment securities which generated
a $38,000 gain on sales. Additionally, there was a $217,000 decrease in the
unrealized market value associated with investment securities designated
available-for-sale.
Net loans increased 29.3%, or $127.1 million, to $561.7 million at December
31, 2004, from $434.6 million at December 31, 2003. This growth includes $98.1
million in originations, net of principal repayments, and $30.5 million in
purchases, offset by amortization of the premium on purchased loans and an
increase in provisions for loan losses. The most significant growth during the
year ended December 31, 2004 was in multi-family / non-residential mortgage
loans of $64.9 million, or 71.6%.
On December 31, 2004, total loans, including deferred fees and expenses, of
$566.1 million were comprised of 23.2% in one- to four-family real estate loans,
20.2% in home equity loans, 27.5% in multi-family / non-residential mortgage
loans, 26.7% in consumer loans and 2.2% in commercial loans. At the end of the
second quarter of 2004, Synergy Bank expanded its lending product line to
include commercial and industrial loans via the addition of two experienced
lenders who were previously employed by a local commercial bank. As a result,
the Company expects to experience an increase in this loan category in future
periods.
33
The allowance for loan losses was $4.4 million, or 0.78% of total loans, at
December 31, 2004 as compared to $3.3 million, or 0.75% of total loans, at
December 31, 2003. This reflects a provision for loan losses of $1.5 million for
the year, offset by net charge-offs of $339,000. Non-performing assets to total
assets decreased to 0.03%, at December 31, 2004, from 0.06% at December 31,
2003.
The Company increased its investment in Federal Home Loan Bank ("FHLB")
stock by $7.1 million, or 195.6%, to $10.8 million at December 31, 2004. This
was a direct result of FHLB requirements associated with the increased level of
borrowings from the institution.
Other assets increased $11.5 million during the year ended December 31,
2004 primarily as the result of increased investment in bank-owned life
insurance. The Company invested an additional $10.0 million in bank-owned life
insurance during the third quarter. The return on this investment is utilized to
fund the cost of benefit plans. The Company's investment in bank-owned life
insurance totaled $12.6 million at December 31, 2004 as compared to $2.5 million
at December 31, 2003.
Liabilities. Total liabilities increased $168.9 million, or 28.8%, to
$756.6 million at December 31, 2004, from $587.7 million at December 31, 2003.
The increase in total liabilities resulted primarily from an increase of $65.4
million, or 13.8%, in deposits and a $139.5 million, or 191.5%, increase in FHLB
advances, offset by the elimination of $38.3 million in stock subscriptions
payable held at December 31, 2003. The balance of the change is attributable to
increases associated with escrow payments for taxes and insurance, accrued
interest payable and the establishment of an obligation as a result of the
December 21, 2004 dividend declaration.
Deposits reached $538.9 million at December 31, 2004, an increase of $65.4
million, or 13.8%, from the $473.5 million reported at December 31, 2003. Core
deposits, consisting of checking, savings and money market accounts, represented
53.1% of total deposits at December 31, 2004, compared to 54.3% at December 31,
2003. The majority of deposit growth consisted of an increase in certificates of
deposit of $36.4 million, or 16.8%, and an increase in money market deposit
accounts of $24.0 million, or 17.2%.
The increase in FHLB advances was to fund both the purchase of investment
securities and the origination of loans during this period. A significant
portion of the increase was attributable to the funding of a $50.0 million
leverage strategy at the close of the quarter ended June 30, 2004. It is
projected that the deposit flow from existing and new branches will be used to
fund the Bank's loan demand and decrease the balance of short-term FHLB
advances.
Equity. Stockholders' equity totaled $104.0 million at December 31, 2004,
an increase of 154.2%, or $63.1 million, from $40.9 million at December 31,
2003. The increase in stockholders' equity is largely attributable to $69.2
million in net proceeds from the completion of a second-step stock conversion on
January 20, 2004 and also reflects $4.2 million in earnings for the year ended
December 31, 2004. This was offset by a $5.0 million increase in unearned
Employee Stock Ownership Plan shares, a $2.4 million net increase in unearned
compensation associated with restricted stock plans, a $4.2 million increase in
treasury shares associated with the restricted stock plans buyback, a $1.4
million reduction in retained earnings associated with the payment of dividends
and a decrease in accumulated other comprehensive income, net of tax effect, of
$139,000.
Comparison of Financial Condition at December 31, 2003 and December 31, 2002
Assets. Total assets increased $197.3 million, or 45.8%, to $628.6 million
at December 31, 2003, from $431.3 million at December 31, 2002. The increase in
total assets resulted primarily from a $77.3
34
million, or 97.0%, increase in investment securities and a $115.2 million, or
36.1%, increase in net loans receivable.
The increase in investment securities included the purchase of $138.0
million in agency issued mortgage-backed securities and $23.1 million of
investment securities acquired in the acquisition of First Bank of Central
Jersey. These purchases were offset by $72.4 million in principal amortization
of existing investment securities and $9.0 million in sales of investment
securities.
During the year ended December 31, 2003, the bank originated $256.0 million
in loans, and acquired $21.9 million in loans in the acquisition of First Bank
of Central Jersey, which were adjusted to reflect their fair market value. Loan
participations constituted $6.1 million. The bulk of the increase was
attributable to growth in automobile loans of $45.5 million and multi-family /
non-residential mortgage loans of $42.3 million. These increases were offset by
$165.1 million in loan principal repayments.
Other assets increased $3.7 million during the year ended December 31, 2003
primarily as a result of increased accounts receivable, the addition of
intangible assets and an increase in the value of our bank-owned life insurance
policy. Accounts receivable increased by approximately $2.7 million as the
growth of the investment security portfolio generated an increase in delayed
principal repayments. The acquisition of First Bank of Central Jersey in January
2003 generated a core deposit intangible and goodwill which amounted to $738,000
and $39,000, respectively, as of December 31, 2003. Finally, the appreciation of
the value of our bank-owned life insurance policy measured $365,000 for the
year.
Liabilities. Total liabilities increased $194.3 million, or 49.4%, to
$587.7 million at December 31, 2003, from $393.4 million at December 31, 2002.
The increase in liabilities resulted primarily from an increase of $119.4
million in deposits, of which $91.2 million was in money market accounts, $14.1
million in certificates of deposit and $14.1 million was in savings and checking
accounts. The significant increase in money market accounts was attributable to
the introduction of the Money Maximizer Gold product which was offered at a
competitively attractive rate. Deposits acquired in the acquisition of First
Bank of Central Jersey amounted to $51.2 million; at year-end the balance
totaled $48.2 million.
FHLB advances increased by $36.4 million, or 99.9%, over the December 31,
2002 level, to $72.9 million. The increase in FHLB advances was to fund both the
purchase of investment securities and loan originations during this period.
Also adding to the increase in liabilities was the receipt of the funds of
the stock subscriptions for the Company's second step stock conversion which
closed on January 20, 2004. Stock subscriptions payable totaled $38.3 million at
December 31, 2003. The entire amount became capital of the Company at the
closing date of the conversion. The funds received were initially utilized to
pare back FHLB overnight and short term borrowings, and then used to fund the
purchase of investment securities as part of the leverage strategy executed in
the second quarter of 2004.
Equity. Stockholders' equity increased $3.1 million, or 8.1%, to $40.9
million at December 31, 2003, from $37.9 million at December 31, 2002. This
increase was primarily attributable to a $3.4 million increase in net income for
the year, a $1.4 million increase in additional paid-in-capital, offset by $1.1
million in unearned stock compensation and a decline of $722,000 in accumulated
other comprehensive income, net of tax.
35
Average Balance Sheet. The following table sets forth certain information
for the years ended December 31, 2004, 2003 and 2002. The average yields and
costs are derived by dividing income or expense by the average balance of assets
or liabilities, respectively, for the periods presented. Average balances are
derived from daily average balances. The table does not include the allowance
for loan losses in the average balances of loans receivable. Management does not
believe that this causes any material differences in the information presented.
For the Year Ended December 31,
At December 31, ---------------------------------------------------------------
2004 2004 2003
----------------- ------------------------------ ------------------------------
Average Average Average Average
Balance Yield/Cost(1) Balance Interest Yield/Cost Balance Interest Yield/Cost
------- ---------- ------- -------- ---------- ------- -------- ----------
(Dollars in thousands)
Interest-earning assets:
Loans receivable, net (2).................... $ 561,687 5.77% $ 484,074 $ 28,258 5.84% $ 373,530 $ 25,548 6.84%
Investment securities (3).................... 244,944 3.68 227,645 7,980 3.51 139,262 4,401 3.16
Other interest-earnings assets (4)........... 12,530 0.56 13,016 162 1.24 5,681 117 2.06
-------- -------- ------- -------- -------
Total interest-earning assets............. 819,161 5.03 724,735 36,400 5.02 518,473 30,066 5.80
Non-interest-earning assets.................. 41,516 33,721 29,758
-------- -------- --------
Total assets.............................. $ 860,677 $ 758,456 $ 548,231
======== ======== ========
Interest-bearing liabilities:
Checking accounts (5)........................ $ 52,019 0.11% $ 50,065 $ 30 0.06% $ 49,052 $ 60 0.12
Savings and club accounts.................... 67,115 0.50 70,244 351 0.50 71,959 502 0.70
Money market accounts........................ 167,037 1.72 158,658 2,697 1.70 81,852 1,193 1.46
Certificates of deposit...................... 252,745 2.84 228,246 6,036 2.64 236,749 7,181 3.03
FHLB advances................................ 212,414 3.12 142,641 4,055 2.84 67,557 1,750 2.59
Stock subscriptions payable.................. - 0.00 5,677 23 0.41 - - -
-------- -------- ------- -------- -------
Total interest-bearing liabilities........ 751,330 2.26 655,711 13,192 2.01 507,169 10,686 2.11
------- -------
Non-interest-bearing liabilities............. 5,305 2,642 6,146
-------- -------- --------
Total liabilities....................... 756,635 658,352 513,315
Stockholders' equity......................... 104,042 100,104 34,916
-------- -------- --------
Total liabilities and
stockholders' equity.................. $ 860,677 $ 758,456 $ 548,231
======== ======== ========
Net interest income.......................... $ 23,208 $ 19,380
======= =======
Interest rate spread (6)..................... 2.77 3.01 3.69
Net yield on interest-earning assets (7).... 2.96 3.20 3.74
Ratio of average interest-earning assets
to average interest-bearing liabilities.. 109.18 110.53 102.23
For the Year Ended December 31,
---------------------------------
2002
---------------------------------
Average Average
Balance Interest Yield/Cost
Interest-earning assets:
Loans receivable, net (2).................... $ 280,768 $ 20,191 7.19%
Investment securities (3).................... 58,827 2,950 5.01
Other interest-earnings assets (4)........... 11,306 218 1.93
-------- -------
Total interest-earning assets............. 350,901 23,359 6.66
Non-interest-earning assets.................. 20,606
--------
Total assets.............................. $ 371,507
========
Interest-bearing liabilities:
Checking accounts (5)........................ $ 36,743 $ - -
Savings and club accounts.................... 62,310 765 1.23
Money market accounts........................ 44,966 784 1.74
Certificates of deposit...................... 160,305 5,773 3.60
FHLB advances................................ 40,532 1,722 4.25
Stock subscriptions payable.................. - - -
-------- -------
Total interest-bearing liabilities........ 344,856 9,044 2.62
-------
Non-interest-bearing liabilities............. 1,615
--------
Total liabilities....................... 346,471
Stockholders' equity......................... 25,036
--------
Total liabilities and
stockholders' equity.................. $ 371,507
========
Net interest income.......................... $ 14,315
=======
Interest rate spread (6)..................... 4.03
Net yield on interest-earning assets (7).... 4.08
Ratio of average interest-earning assets
to average interest-bearing liabilities.. 101.75
- ------------------------
(1) Interest yields at December 31, 2004 are calculated using the annualized
interest for the month of December divided by the average balance for the
month of December.
(2) Non-accruing loans have been included in loans receivable, and the effect
of such inclusion was not material.
(3) Includes U.S. government obligations, mortgage-backed securities and
interest-bearing deposits in banks.
(4) Includes FHLB stock at cost and deposits with other financial institutions.
(5) Includes stock subscriptions received in connection with the Company's
second-step mutual-to-stock conversion completed on January 20, 2004.
(6) Interest rate spread represents the difference between the average yield on
interest-earning assets and the average cost of interest-bearing
liabilities.
(7) Net yield on interest-earning assets represents net interest income as a
percentage of average interest-earning assets.
36
Rate / Volume Analysis. The relationship between the volume and rates of
our interest-earning assets and interest-bearing liabilities influences our net
interest income. The following table reflects the sensitivity of our interest
income and interest expense to changes in volume and in prevailing interest
rates during the periods indicated. Each category reflects the: (1) changes in
volume (changes in volume multiplied by old rate); (2) changes in rate (changes
in rate multiplied by old volume); (3) changes in rate/volume (change in rate
multiplied by the change in volume); and (4) net change. The net change
attributable to the combined impact of volume and rate has been allocated
proportionally to the absolute dollar amounts of change in each.
For the Year Ended December 31, For the Year Ended December 31,
2004 vs. 2003 2003 vs. 2002
------------------------------------ -------------------------------------
Increase (Decrease) Due to Increase (Decrease) Due to
------------------------------------ -------------------------------------
Rate/ Rate/
Volume Rate Volume Net Volume Rate Volume Net
------ ---- ------ --- ------ ---- ------ ---
(In thousands)
Interest and dividend income:
Loans receivable, net....... $ 7,561 $(3,735) $(1,116) $ 2,710 $ 6,670 $ (983) $ (325) $ 5,362
Investments, mortgage-backed
securities and other...... 2,974 362 243 3,579 4,030 (1,088) (1,488) 1,454
Other....................... 32 10 3 45 (109) 15 (7) (101)
------- -------- -------- ------- -------- --------- --------- --------
Total interest-earning assets.. $10,567 $(3,363) $ (870) $ 6,334 $ 10,591 $ (2,056) $ (1,820) $ 6,715
======= ======== ======== ======= ======== ========= ========= ========
Interest expense:
Checking accounts........... $ 1 $ (29) $ (2) $ (30) $ - $ 44 $ 15 $ 59
Savings and club accounts... (12) (144) 5 (151) 119 (330) (51) (262)
Money market accounts....... 1,121 196 187 1,504 642 (126) (103) 413
Certificate accounts........ (252) (923) 30 (1,145) 2,752 (914) (436) 1,402
FHLB advances............... 1,944 169 192 2,305 1,149 (673) (449) 27
Stock subscriptions payable - - 23 23 - - - -
------- -------- -------- ------- -------- --------- --------- --------
Total interest-bearing liabilities $ 2,802 $ (731) $ 435 $ 2,506 $ 4,662 $ (1,999) $ (1,024) $ 1,639
======= ======== ======== ======= ======== ========= ========= ========
Change in net interest income.. $ 7,765 $(2,632) $(1,305) $ 3,828 $ 5,929 $ (57) $ (796) $ 5,076
======= ======== ======== ======= ======== ========= ========= ========
Comparison of Operating Results for the Years Ended December 31, 2004 and
December 31, 2003
Net Income. Net income increased by $791,000, to $4.2 million, for the year
ended December 31, 2004 compared to $3.4 million for the year ended December 31,
2003, a 23.2% increase. The increase was primarily attributable to a $3.8
million increase in net interest income and a $650,000 increase in other income,
offset by a $377,000 increase in the provisions for loan losses, a $2.8 million
increase in other expenses and a $505,000 increase in income tax expense as a
result of higher earnings.
Net Interest Income. Net interest income for the year ended December 31,
2004 was $23.2 million compared to $19.4 million for last year, an increase of
19.8%. Total interest income increased by $6.3 million, to $36.4 million, while
total interest expense increased by $2.5 million, to $13.2 million, for the year
ended December 31, 2004 when compared to the prior year. This increase was
attributable to management's growth strategy, including the investing of the
proceeds from the additional capital raised in the second-step mutual-to-stock
conversion.
The 21.1% increase in total interest income was primarily due to a $206.3
million, or 39.8%, increase in the average balance of interest-earning assets,
offset by a 78 basis point decrease in the average yield earned on these
investments when compared to the prior year. The increase in interest-earning
assets was a direct result of management's growth strategy, which included
investing the capital raised in the second-step mutual-to-stock conversion. The
decrease in the average yield was primarily
37
attributable to lower market interest rates on loans originated to replace
higher yielding loans that were repaid by the borrowers.
The 23.5% increase in total interest expense resulted primarily from a
$148.5 million, or 29.3%, increase in the average balance of interest-bearing
liabilities, offset by a 10 basis point decrease in the average cost of funds
when compared to the prior year. The majority of the increase in the average
balance of interest-bearing liabilities for 2004 was comprised of a $76.8
million, or 93.8%, increase in the average balance of money market accounts and
a $75.1 million, or 111.1%, increase in the average balance of advances from the
FHLB. The decrease in the average cost of interest-bearing liabilities was
primarily attributable to pricing strategies and lower market interest rates.
Provision for Loan Losses. The provision for loan losses increased by
$377,000, or 33.8%, to $1.5 million, for the year ended December 31, 2004, from
$1.1 million for 2003. We allocate the allowance to various categories based on
our classified assets, our historical loan loss experience and our assessment of
the risk characteristics of each loan category and the relative month-end
balances of each category. The ratio of allowance for loan losses to total loans
without recourse was 0.78% at year-end 2004, an increase of 3 basis points over
the year ended December 31, 2003. Total charge-offs amounted to $773,000 and
recoveries amounted to $434,000 for a net charge-off amount of $339,000 for the
year ended December 31, 2004. This represents a decrease in net charge-offs of
$556,000 when compared to the previous year. The positive trend is attributable
to the aging of the indirect automobile loans acquired from the former First
Bank of Central Jersey.
Other Income. Other income during the year ended December 31, 2004 totaled
$3.3 million compared to $2.6 million for the year ended December 31, 2003. This
represents an increase of $650,000, or 24.7%. The increase was attributable to a
$469,000 increase in charges and fees on deposit accounts and a $400,000
increase in commission income generated by annuity sales, offset by a $136,000
decline in income associated with loan and investment security sales.
Other Expenses. For the year ended December 31, 2004, other expenses
totaled $18.4 million compared to $15.6 million for the prior year, an increase
of $2.8 million, or 18.0%. The increase was primarily attributable to wages and
benefits associated with the Company's growth strategy, equity-based employee
compensation plans and an increase in audit and professional expenses.
Income Tax Expense. Income tax expense increased by $505,000, or 26.4%,
during the year ended December 31, 2004 when compared to the year ended December
31, 2003, reflecting higher income for the 2004 period.
Comparison of Operating Results for the Years Ended December 31, 2003 and
December 31, 2002
Net Income. Net income totaled $3.4 million for 2003 compared to $2.0
million for 2002. The increase of $1.4 million, or 67.9%, was primarily due to
an increase in net interest income of $5.1 million, or 35.4%, and an increase in
other income of $913,000, offset by a $37,000 increase in the provision for loan
losses, a $3.9 million increase in other expenses and a $710,000 increase in
income taxes.
Net Interest Income. Net interest income grew by $5.1 million, or 35.4%, to
$19.4 million for 2003, from $14.3 million for 2002. Total interest income
increased by $6.7 million, to $30.1 million for 2003, while total interest
expense increased by $1.6 million, to $10.7 million.
The 28.7% increase in total interest income was primarily attributable to
an increase of $167.6 million in the average balance of interest-earning assets,
offset by a 94 basis point decrease in the average yield earned on these assets.
The average balance of interest-earning loans increased by $92.8 million, or
38
33.0%, to $373.5 million. The increase in interest-earning assets was a direct
result of management's strategy of combining internal growth with an
acquisition. The decrease in the average yield was primarily attributable to
lower market interest rates during the year ended December 31, 2003.
The $1.6 million increase in total interest expense resulted primarily from
a $162.3 million, or 47.1%, increase in the average balance of interest-bearing
liabilities, offset by a 51 basis point decrease in the average cost of these
funds. The increase in the average balance of interest-bearing liabilities
during the year reflects organic growth as well as the acquisition of First Bank
of Central Jersey in the first quarter of 2003. Further, the average balance of
interest-bearing liabilities reflected an increased level of borrowings, with
the average balance increasing by $27.0 million during 2003. The decrease in the
average cost of interest-bearing liabilities was primarily attributable to lower
market rates during the year ended December 31, 2003.
Provision for Loan Losses. The provision for loan losses increased by
$37,000, or 3.5%, to $1.1 million for 2003. The allowance for loan losses
totaled $3.3 million at year-end 2003 compared with $2.2 million at year-end
2002. We allocate the allowance to various categories based on our classified
assets, our historical loan loss experience and our assessment of the risk
characteristics of each loan category and the relative month-end balances of
each category. The ratio of allowance for loan losses to total loans without
recourse was 0.75% at year-end 2003, an increase of 6 basis points over the year
ended December 31, 2002. Total charge-offs amounted to $1.3 million and
recoveries amounted to $441,000 for a net charge-off amount of $896,000. This
represents a net charge-off increase over the prior year of $678,000, due
primarily to the indirect auto loan portfolio acquired in the acquisition of
First Bank of Central Jersey.
Other Income. Other income increased $913,000, or 53.1%, to $2.6 million
for 2003 compared to $1.7 million for 2002. The increase is primarily
attributable to higher fees, an increase in the value of the bank-owned life
insurance policy and gains on sale of investment securities, which increased by
$675,000, $307,000, and $48,000, respectively.
Other Expenses. Other expenses increased $3.9 million, or 32.8%, to $15.6
million for 2003 compared to $11.7 million for 2002. The principal component of
other expenses, compensation and employee benefits, increased to $7.7 million
for 2003, from $6.1 million for 2002.The increase was also attributable to
higher expenses associated with a larger branch network, as the Bank added two
branch offices with the acquisition of First Bank of Central Jersey. Premises
and equipment expense increased to $3.8 million for 2003, from $2.7 million for
2002 and occupancy expenses rose to $1.9 million for 2003, from $1.3 million for
2002.
Income Taxes. Income tax expense totaled $1.9 million for 2003 compared to
$1.2 million for 2002. This represents an increase of $700,000, or 59.2%. The
increase is primarily attributable to higher taxable income.
Liquidity and Capital Resources
We maintain liquid assets at levels we consider adequate to meet liquidity
needs. The liquidity of a savings institution reflects its ability to provide
funds to meet loan requests, accommodate possible outflows in deposits, fund
current and planned expenditures and take advantage of market opportunities in
connection with asset and liability management objectives. Funding of loan
requests, providing for liability outflows, and management of interest rate
fluctuations require continuous analysis in order to match the maturities of
earning assets with specific types of deposits and borrowings. Savings
institution liquidity is normally considered in terms of the nature and mix of
the savings institution's sources and uses of funds.
39
Our primary sources of liquidity are deposits, and scheduled amortization
and prepayment of loans and mortgage-backed securities. In addition, we invest
excess funds in overnight federal funds investments, which provide liquidity.
Our cash and cash equivalents, defined as cash and deposits in other financial
institutions with original maturities of three months or less, totaled $6.4
million at December 31, 2004. To a lesser extent, the earnings and funds
provided from our operating activities are a source of liquidity, as well.
Liquidity management is both a daily and long-term function of business
management. While scheduled principal repayments on loans and mortgage-backed
securities are a relatively predictable source of funds, deposit flows and loan
prepayments are greatly influenced by general interest rates, economic
conditions and competition. If we require funds beyond our ability to generate
them internally, we have the ability to obtain advances from the FHLB, which
provides an additional source of funds. At December 31, 2004, our borrowing
limit with the FHLB was $203.8 million, excluding repurchase agreement advances.
At December 31, 2004, we had $88.9 million of FHLB borrowings outstanding and
$123.5 million in repurchase agreement advances.
We are not aware of any trends, events or uncertainties that will have or
are reasonably likely to have a material effect on our liquidity, capital or
operations nor are we aware of any current recommendation by regulatory
authorities, which, if implemented, would have a material effect on liquidity,
capital or operations. The total amount of our commitments to extend credit for
mortgage and consumer loans as of December 31, 2004 was $67.9 million, excluding
commitments on unused lines of credit, which totaled $26.3 million.
We intend to grow the Bank's branch network either through opening or
acquiring branch offices. Three new branch offices and the relocation of one
branch are planned for 2005. In addition, we currently plan to open three
additional new branch locations in the subsequent year. We also intend to
actively consider the acquisition of local financial institutions as a means to
expand our banking operations. We do not, however, have any current
understandings, agreements or arrangements for the expansion of our business
other than opening new branch office locations.
The following table discloses our contractual obligations as of December
31, 2004.
Less Than After
Total 1 Year 1-3 Years 4-5 Years 5 Years
-------- -------- --------- --------- -------
FHLB advances (1)..................... $ 212,414 $ 18,400 $ 136,714 $34,600 $ 22,700
Rentals under operating leases........ 13,034 807 2,819 803 8,605
-------- ------- -------- ------ -------
Total.............................. $ 225,448 $ 19,207 $ 139,533 $35,403 $ 31,305
======== ======= ======== ====== =======
- -------------------------
(1) At December 31, 2004, our borrowing limit with the FHLB was $203.8 million,
excluding repurchase agreement advances, consisting of an overnight line of
credit of $34.0 million, an adjustable rate line of credit of $34.0 million
and a regular advance limit of $135.8 million.
The following table discloses our commercial commitments as of December 31,
2004.
Total
Amounts Less Than Over
Committed 1 Year 1-3 Years 4-5 Years 5 Years
--------- ------ --------- --------- -------
Lines of credit (1)................... $26,264 $ 151 $ 1 $ 209 $ 25,903
Other commitments to extend credit (1) 67,884 190 4,584 44,096 19,014
------ ---- ------ ------ -------
Total................................. $94,148 $ 341 $ 4,585 $44,305 $ 44,917
====== ==== ====== ====== =======
- -------------------------
(1) Represents amounts committed to customers.
40
For additional information about cash flows from operating, financing and
investing activities, see the Statements of Cash Flows included in the
consolidated financial statements.
Impact of Inflation and Changes Prices
The consolidated financial statements of the Company and notes thereto,
presented elsewhere herein, have been prepared in accordance with accounting
principles generally accepted in the United States of America, which require the
measurement of financial position and operating results in terms of historical
dollars without considering the change in the relative purchasing power of money
over time and due to inflation. The impact of inflation is reflected in the
increased cost of the Company's operations, primarily those at the Bank. Unlike
most industrial companies, nearly all of the assets and liabilities of the Bank
are financial. As a result, interest rates have a greater impact on the Bank's
performance than do the effects of general levels of inflation. Interest rates
do not necessarily move in the same direction or to the same extent as the
prices of goods and services.
Report of Management on Internal Control over Financial Reporting.
The Company is responsible for the preparation, integrity, and fair
presentation of the consolidated financial statements included in this annual
report. The consolidated financial statements and notes included in this annual
report have been prepared in conformity with United States generally accepted
accounting principles and necessarily include some amounts that are based on
management's best estimates and judgments.
We, as management of the Company, are responsible for establishing and
maintaining effective internal control over financial reporting that is designed
to produce reliable financial statements in conformity with United States
generally accepted accounting principles. The system of internal control over
financial reporting as it relates to the financial statements is evaluated for
effectiveness by management and tested for reliability through a program of
internal audits. Actions are taken to correct potential deficiencies as they are
identified. Any system of internal control, no matter how well designed, has
inherent limitations, including the possibility that a control can be
circumvented or overridden and misstatements due to error or fraud may occur and
not be detected. Also, because of changes in conditions, internal control
effectiveness may vary over time. Accordingly, even an effective system of
internal control will provide only reasonable assurance with respect to
financial statement preparation.
The Audit Committee, consisting entirely of independent directors, meets
regularly with management, internal auditors and the independent registered
public accounting firm, and reviews audit plans and results, as well as
management's actions taken in discharging responsibilities for accounting,
financial reporting, and internal control. Grant Thornton LLP, independent
registered public accounting firm, and the internal auditors have direct and
confidential access to the Audit Committee at all times to discuss the results
of their examinations.
Management assessed the Company's system of internal control over financial
reporting as of December 31, 2004, in relation to criteria for effective
internal control over financial reporting as described in "Internal Control -
Integrated Framework," issued by the Committee of Sponsoring Organizations of
the Treadway Commission. Based on this assessment, management concludes that, as
of December 31, 2004, the Company's system of internal control over financial
reporting is effective and meets the criteria of the "Internal Control -
Integrated Framework". Grant Thornton LLP, independent registered public
accounting firm, has issued an attestation report on management's assessment of
the Company's internal control over financial reporting.
/s/ John S. Fiore /s/ Ralph A. Fernandez
- ------------------------------------ -----------------------------------
John S. Fiore Ralph A. Fernandez
Chief Executive Officer Senior Vice President and
and President Chief Financial Officer
March 16, 2005 March 16, 2005
41
Report of Independent Registered Public Accounting Firm
- -------------------------------------------------------
Board of Directors and
Shareholders of Synergy Financial Group, Inc.
We have audited management's assessment, included in the accompanying
Report on Management's Assessment of Internal Control over Financial Reporting,
that Synergy Financial Group, Inc. and subsidiaries maintained effective
internal control over financial reporting as of December 31, 2004, based on
criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Synergy
Financial Group, Inc.'s management is responsible for maintaining effective
internal control over financial reporting and for its assessment of the
effectiveness of internal control over financial reporting. Our responsibility
is to express an opinion on management's assessment and an opinion on the
effectiveness of the Company's internal control over financial reporting based
on our audit.
We conducted our audit in accordance with the standards of the Public
Company Accounting Oversight Board (United States). Those standards require that
we plan and perform the audit to obtain reasonable assurance about whether
effective internal control over financial reporting was maintained in all
material respects. Our audit included obtaining an understanding of internal
control over financial reporting, evaluating management's assessment, testing
and evaluating the design and operating effectiveness of internal control, and
performing such other procedures as we considered necessary in the
circumstances. We believe that our audit provides a reasonable basis for our
opinions.
A company's internal control over financial reporting is a process designed
to provide reasonable assurance regarding the reliability of financial reporting
and the preparation of financial statements for external purposes in accordance
with generally accepted accounting principles. A company's internal control over
financial reporting includes those policies and procedures that (1) pertain to
the maintenance of records that, in reasonable detail, accurately and fairly
reflect the transactions and dispositions of the assets of the company; (2)
provide reasonable assurance that transactions are recorded as necessary to
permit preparation of financial statements in accordance with generally accepted
accounting principles, and that receipts and expenditures of the company are
being made only in accordance with authorizations of management and directors of
the company; and (3) provide reasonable assurance regarding prevention or timely
detection of unauthorized acquisition, use, or disposition of the company's
assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial
reporting may not prevent or detect misstatements. Also, projections of any
evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions, or that the
degree of compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that Synergy Financial Group, Inc.
maintained effective internal control over financial reporting as of December
31, 2004, is fairly stated, in all material respects, based on criteria
established in Internal Control--Integrated Framework issued by the Committee of
Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion,
Synergy Financial Group, Inc. maintained, in all material respects, effective
internal control over financial reporting as of December 31, 2004, based on
criteria established in Internal Control--Integrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO).
42
We have also audited, in accordance with the standards of the Public
Company Accounting Oversight Board (United States), the consolidated balance
sheets of Synergy Financial Group, Inc. and subsidiaries as of December 31, 2004
and 2003, and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for each of the three years in the period
ended December 31, 2004 and our report dated March 16, 2005 expressed an
unqualified opinion on those financial statements.
/s/Grant Thornton LLP
Philadelphia, Pennsylvania
March 16, 2005
43
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
- -------------------------------------------------------------------
Management of Interest Rate Risk and Market Risk
Qualitative Analysis. Because the majority of our interest-earning assets
and interest-bearing liabilities are sensitive to changes in interest rates, a
significant form of market risk for the Bank is interest rate risk, or changes
in interest rates. We are vulnerable to an increase in interest rates to the
extent that interest-bearing liabilities mature or re-price more rapidly than
interest-earning assets. Our assets include long-term, fixed-rate loans and
investments, while our primary sources of funds are deposits and borrowings with
substantially shorter maturities. Although having interest-bearing liabilities
that re-price more frequently than interest-earning assets is generally
beneficial to net interest income during a period of declining interest rates,
this type of asset/liability mismatch is generally detrimental during periods of
rising interest rates.
The Board of Directors has established an Asset and Liability Management
and Budget Committee that consists of Directors Scott (Chairman), De Perez,
Fiore, Kasper and Putvinski. The Committee meets quarterly with management to
review current investments: average lives, durations and re-pricing frequencies
of loans and securities; loan and deposit pricing and production volumes and
alternative funding sources; interest rate risk analysis; liquidity and
borrowing needs; and a variety of other assets and liability management topics.
The management session of the Committee is held monthly with President Fiore
presiding and senior management in attendance. The results of the quarterly and
monthly meetings of the Committee are reported to the full Board at its regular
meetings. In addition, the Committee generally meets during October and November
each year with the goal of developing an annual business and operating plan for
presentation to the full Board.
To reduce the effect of interest rate changes on net interest income, the
Bank has adopted various strategies to enable it to improve the matching of
interest-earning asset maturities to interest-bearing liability maturities. The
main elements of these strategies include seeking to:
o originate loans with adjustable-rate features or fixed-rate loans with
short maturities, such as home equity and consumer loans;
o lengthen the maturities of time deposits and borrowings when it would
be cost effective through the aggressive pricing and promotion of
certificates of deposits and utilization of FHLB advances;
44
o increase core deposits (i.e., checking and savings accounts) which
tend to be less interest rate sensitive; and
o purchase intermediate and adjustable-rate investment securities that
provide a stable cash flow, thereby providing investable funds in
varying interest rate cycles.
Quantitative Analysis. Management actively monitors its interest rate risk
exposure. The Bank's objective is to maintain a consistent level of
profitability within acceptable risk tolerances across a broad range of
potential interest rate environments. The Bank uses the OTS Net Portfolio Value
(NPV) Model to monitor its exposure to interest rate risk, which calculates
changes in net portfolio value. Reports generated from assumptions provided and
modified by management are reviewed by the Asset and Liability Management
Committee and reported to the Board of Directors quarterly. The Interest Rate
Sensitivity of Net Portfolio Value Report shows the degree to which balance
sheet line items and the net portfolio value are potentially affected by a 100
to 300 basis point (1/100th of a percentage point) upward and downward shift
(shock) in the Treasury yield curve.
The following table presents the Bank's interest rate risk exposure as
measured by the OTS NPV Model as of December 31, 2004. The net portfolio value
is calculated by the OTS, based on information provided by Synergy Bank. At
December 31, 2004, the Bank was in compliance with the interest rate risk limits
established by the Board of Directors, with the exception of a ten basis points,
or $83,000, variance in NPV levels in a plus 300 basis points rate-shock
scenario.
NPV as % of
Net Portfolio Value (NPV) Present Value of Assets
------------------------- ----------------------- Basis
Changes in Rates $ Amount $ Change % Change NPV Ratio Point Change
- ---------------- -------- -------- -------- --------- ------------
(Dollars in thousands)
+300 basis points......... 80,229 (31,937) (28)% 9.73% (310) basis points
+200 basis points......... 91,780 (20,386) (18)% 10.90% (193) basis points
+100 basis points......... 102,814 (9,351) (8)% 11.97% (86) basis points
0 basis points......... 112,165 - - 12.83% -
- -100 basis points......... 117,665 5,499 5% 13.27% 44 basis points
- ----------------------------
(1) The -200 basis points and -300 basis points scenarios are not shown due to
the prevailing low interest rate environment.
Future interest rates, or their effect on NPV or net interest income, are
not predictable. Computations of prospective effects of hypothetical interest
rate changes are based on numerous assumptions, including relative levels of
market interest rates, prepayments and deposit run-offs, and should not be
relied on as indicative of actual results. Certain shortcomings are inherent in
this type of computation. Although certain assets and liabilities may have
similar maturities or periods of re-pricing, they may react at different times
and in different degrees to changes in market interest rates. The interest rates
on certain types of assets and liabilities may fluctuate in advance of changes
in market interest rates, while rates on other types of assets and liabilities
may lag behind changes in market interest rates. Certain assets, such as
adjustable-rate mortgages, generally have features that restrict changes in
interest rates on a short-term basis and over the life of the asset. In the
event of a change in interest rates, prepayments and early withdrawals could
deviate significantly from those assumed in making calculations set forth above.
Additionally, an increased credit risk may result as the ability of many
borrowers to service their debts may decrease in the event of an interest rate
increase.
45
ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
- ---------------------------------------------------
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
Board of Directors and
Shareholders of Synergy Financial Group, Inc.
We have audited the accompanying consolidated balance sheets of Synergy
Financial Group, Inc. and subsidiaries as of December 31, 2004 and 2003, and the
related consolidated statements of income, changes in stockholders' equity and
cash flows for each of the three years in the period ended December 31, 2004.
These financial statements are the responsibility of the Company's management.
Our responsibility is to express an opinion on these financial statements based
on our audits.
We conducted our audits in accordance with the standards of the Public Company
Accounting Oversight Board (United States). Those standards require that we plan
and perform the audit to obtain reasonable assurance about whether the financial
statements are free of material misstatement. An audit includes examining, on a
test basis, evidence supporting the amounts and disclosures in the financial
statements. An audit also includes assessing the accounting principles used and
significant estimates made by management, as well as evaluating the overall
financial statement presentation. We believe that our audits provide a
reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present
fairly, in all material respects, the financial position of Synergy Financial
Group, Inc. as of December 31, 2004 and 2003, and the results of its operations
and its cash flows for each of the three years in the period ended December 31,
2004 in conformity with accounting principles generally accepted in the United
States of America.
We also have audited, in accordance with the standards of the Public Company
Accounting Oversight Board (United States), the effectiveness of Synergy
Financial Group, Inc.'s internal control over financial reporting as of December
31, 2004, based on criteria established in Internal Control--Integrated
Framework issued by the Committee of Sponsoring Organizations of the Treadway
Commission (COSO) and our report dated March 16, 2005 expressed unqualified
opinion on management's assessment of the effectiveness of internal control over
financial reporting and an unqualified opinion on the effectiveness of internal
control over financial reporting.
/s/ Grant Thornton LLP
Philadelphia, Pennsylvania
March 16, 2005
46
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Balance Sheets
(Dollars in thousands)
December 31,
---------------------------------
2004 2003
----------- -----------
ASSETS
Cash and amounts due from banks................................. $ 4,687 $ 4,481
Interest-bearing deposits with banks............................ 1,759 2,811
--------- ---------
Cash and cash equivalents....................................... 6,446 7,292
Investment securities available-for-sale, at fair value......... 134,360 123,779
Investment securities held-to-maturity (fair value of
$111,154 and $33,216, respectively).......................... 110,584 33,214
Federal Home Loan Bank of New York stock, at cost............... 10,771 3,644
Loans receivable, net........................................... 561,687 434,585
Accrued interest receivable..................................... 2,751 2,021
Property and equipment, net..................................... 16,814 17,620
Cash surrender value of bank-owned life insurance............... 12,637 2,475
Other assets.................................................... 4,627 3,988
--------- ---------
Total assets............................................... $ 860,677 $ 628,618
========= =========
LIABILITIES
Deposits........................................................ $ 538,916 $ 473,535
Federal Home Loan Bank advances................................. 212,414 72,873
Advance payments by borrowers for taxes and insurance........... 1,702 1,582
Accrued interest payable on advances............................ 385 119
Stock subscriptions payable..................................... - 38,322
Dividends payable............................................... 498 -
Other liabilities............................................... 2,720 1,259
--------- ---------
Total liabilities.......................................... 756,635 587,690
--------- ---------
STOCKHOLDERS' EQUITY
Preferred stock; $0.10 par value, authorized
5,000,000 shares; none issued and outstanding................ - -
Common stock; $0.10 par value, authorized
20,000,000 shares; issued 2004 - 12,452,011;
issued 2003 - 3,344,252...................................... 1,245 334
Additional paid-in capital...................................... 86,177 15,008
Retained earnings............................................... 30,603 27,858
Unearned ESOP shares............................................ (5,962) (1,009)
Unearned RSP compensation....................................... (3,391) (1,011)
Treasury stock acquired for the RSP............................. (4,343) (103)
Accumulated other comprehensive income (loss), net.............. (287) (149)
--------- ---------
Total stockholders' equity................................. 104,042 40,928
--------- ---------
Total liabilities and stockholders' equity................. $ 860,677 $ 628,618
========= =========
The accompanying notes are an integral part of these statements.
47
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Income
(Dollars in thousands)
For the year ended December 31,
--------------------------------------------
2004 2003 2002
--------- --------- ---------
Interest income
Loans, including fees...................................... $ 28,258 $ 25,548 $ 20,191
Investment securities...................................... 7,980 4,401 2,950
Other ..................................................... 162 117 218
--------- --------- ---------
Total interest income.................................... 36,400 30,066 23,359
Interest expense
Deposits................................................... 9,114 8,936 7,322
Borrowed funds............................................. 4,078 1,750 1,722
--------- --------- ---------
Total interest expense................................... 13,192 10,686 9,044
Net interest income before
provision for loan losses.............................. 23,208 19,380 14,315
--------- --------- ---------
Provision for loan losses..................................... 1,492 1,115 1,077
--------- --------- ---------
Net interest income after
provision for loan losses.............................. 21,716 18,265 13,238
--------- --------- ---------
Other income
Service charges and other fees on
deposit accounts......................................... 2,182 1,713 1,112
Net gains on sales of mortgage loans....................... - 18 52
Net gains on sales of credit card loans.................... - - 66
Net (losses) gains on sales of investment securities....... 38 156 (6)
Commissions................................................ 517 118 249
Other ..................................................... 547 629 247
--------- --------- ---------
Total other income....................................... 3,284 2,634 1,720
Other expenses
Salaries and employee benefits............................. 9,930 7,739 6,105
Premises and equipment..................................... 3,800 3,757 2,651
Occupancy.................................................. 1,911 1,904 1,291
Professional services...................................... 721 482 384
Advertising................................................ 822 794 733
Other operating............................................ 1,197 900 563
--------- --------- ---------
Total other expenses..................................... 18,381 15,576 11,727
Income before income tax expense........................... 6,619 5,323 3,231
--------- --------- ---------
Income tax expense............................................ 2,416 1,911 1,200
--------- --------- ---------
Net income............................................... $ 4,203 $ 3,412 $ 2,031
========= ========= =========
Per share of common stock
========= ========= =========
Basic earnings per share................................... $ 0.38 $ 1.05 NM
========= ========= =========
Diluted earnings per share................................. $ 0.37 $ 1.05 NM
========= ========= =========
Basic weighted average shares outstanding.................. 11,009,038 3,234,878 -
========== ========= =========
Diluted weighted average shares outstanding................ 11,275,680 3,259,896 -
========== ========= =========
The accompanying notes are an integral part of these statements.
48
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statement of Changes in Stockholders' Equity
(Dollars in thousands, except share amounts)
Accumu-
lated
Treasury compre-
Common Stock Unearned stock hensive
------------- Additional Unearned RSP acquired income
Shares Par paid-in- Retained ESOP compen- for the (loss),
issued value capital earnings shares sation RSP net TOTAL
-----------------------------------------------------------------------------------
BALANCE AT JANUARY 1, 2002................... 100 - 100 22,315 - - - (25) 22,390
Net Income................................ - - - 2,031 - - - - 2,031
Other comprehensive income, net of
reclassification adjustment and taxes... - - - - - - - 598 598
-------
Total comprehensive income................... 2,629
-------
Net proceeds of stock offering
and issuance of common stock............ 3,344,152 334 13,526 100 - - - - 13,960
Common stock acquired by
ESOP (116,380 shares)................... - - - - (1,164) - - - (1,164)
Common stock held by ESOP committed
to be released (3,879 shares)........... - - 18 - 39 - - - 57
--------- ---- ------- ------- ------- ------- ------- ----- -------
BALANCE AT DECEMBER 31, 2002................. 3,344,252 334 13,644 24,446 (1,125) - - 573 37,872
Net income................................ - - - 3,412 - - - - 3,412
Other comprehensive loss, net of
reclassification adjustment and taxes... - - - - - - - (722) (722)
-------
Total comprehensive income................... 2,690
-------
Common stock held by ESOP committed
to be released (11,640 shares).......... - - 174 - 116 - - - 290
Common stock awarded through RSP
Plan (56,685 shares).................... - - 1,190 - - (1,190) - - -
Compensation recognized under
RSP Plan................................ - - - - - 179 - - 179
Common stock held by RSP
(5,000 shares).......................... (103) (103)
49
Accumu-
lated
Treasury compre-
Common Stock Unearned stock hensive
------------ Additional Unearned RSP acquired income
Shares Par paid-in- Retained ESOP compen- for the (loss),
issued value capital earnings shares sation RSP net TOTAL
-----------------------------------------------------------------------------------
---------- ------ ------- -------- ------- ------- ------- ----- --------
BALANCE AT DECEMBER 31, 2003................. 3,344,252 334 15,008 27,858 (1,009) (1,011) (103) (149) 40,928
Net income................................ - - - 4,203 - - - - 4,203
Other comprehensive loss, net of
reclassification adjustment and taxes... - - - - - - - (138) (138)
--------
Total comprehensive income................... 4,065
--------
Net proceeds of stock offering
and issuance of common stock............ 9,107,759 911 68,348 - - - - - 69,259
Dividends declared........................ - - (1,458) (1,458)
Common stock acquired by
ESOP (562,873 shares)................... (5,628) (5,628)
Common stock held by ESOP committed
to be released (99,624 shares).......... - - 372 - 675 - - - 1,047
Common stock issued by RSP
Plan (41,573 shares).................... - - (408) - - - 408 - -
Common stock awarded through RSP
Plan (281,437 shares)................... 2,857 (2,857) -
Compensation recognized under
RSP Plan................................ - - - - - 477 - - 477
Common stock repurchased for RSP Plans
(387,043 shares)........................ (4,648) (4,648)
---------- ------ ------- -------- ------- ------- ------- ----- --------
BALANCE AT DECEMBER 31, 2004................. 12,452,011 $1,245 $86,177 $ 30,603 $(5,962) $(3,391) $(4,343) $(287) $104,042
========== ====== ======= ======== ======= ======= ======= ===== ========
The accompanying notes are an integral part of this statement.
50
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES
Consolidated Statements of Cash Flows
(In thousands)
For the year ended December 31,
-------------------------------------------------
2004 2003 2002
---- ---- ----
Operating activities
Net income................................................... $ 4,203 $ 3,412 $ 2,031
Adjustments to reconcile net income to net
cash provided by operating activities
Depreciation and amortization.............................. 1,442 1,878 944
Provision for loan losses.................................. 1,492 1,115 1,077
Deferred income taxes...................................... (395) (456) (337)
Amortization of deferred loan fees......................... (27) 101 13
Amortization of premiums on investment securities.......... 1,374 1,788 338
Net (gains) losses on sales of investment securities....... (38) (156) 6
Mortgage loans originated for sale......................... - 2,307 5,352
Mortgage loan sales........................................ - (2,325) (5,404)
Net gains on sale of credit card loans..................... - - (66)
Release of ESOP shares..................................... 1,047 290 57
Compensation under RSP plan................................ 477 179 -
Increase in accrued interest receivable.................... (730) (388) (382)
(Increase) decrease in other assets........................ (241) (933) 39
(Decrease) increase in other liabilities................... 1,461 (342) 188
Increase in cash surrender value of
bank-owned life insurance................................ (162) (365) (59)
Decrease in accrued interest payable on advances........... 266 (46) (9)
------------ ----------- ------------
Net cash provided by operating activities................ 10,169 6,059 3,788
------------ ----------- ------------
Investing activities
Purchase of investment securities held-to-maturity........... (93,010) (18,561) (15,217)
Purchase of investment securities available-for-sale......... (63,478) (119,495) (49,199)
Maturity and principal repayments of investment
securities held-to-maturity................................ 14,447 19,087 4,900
Maturity and principal repayments of investment
securities available-for-sale.............................. 51,287 53,295 29,396
Purchase of property and equipment........................... (636) (1,313) (6,951)
Purchases of FHLB Stock...................................... (7,127) (1,788) (306)
Purchase of bank-owned life insurance........................ (10,000) - -
Proceeds from sale of investment securities
held to maturity........................................... 883 - -
Proceeds from sale of investment securities
available-for-sale......................................... 443 9,030 2,036
Loan originations, net of principal repayments............... (98,102) (87,868) (82,001)
Purchase of loans............................................ (30,465) (6,486) (13,717)
Cash consideration paid to acquire First Bank
of Central Jersey.......................................... - (2,269) -
Cash and equivalents acquired from First Bank
of Central Jersey.......................................... - 7,773 -
------------ ----------- ------------
Net cash used in investing activities.................... (235,758) (148,595) (131,059)
------------ ----------- ------------
51
For the year ended December 31,
-------------------------------------------------
2004 2003 2002
---- ---- ----
Financing activities
Net increase in deposits............................ $ 65,381 $ 67,137 $ 104,328
(Decrease) increase in short-term
Federal Home Loan Bank Advances................... (7,204) 35,729 2,500
Increase in long-term Federal Home
Loan Bank advances................................ 146,745 689 11,456
Increase in advance payments by borrowers
for taxes and insurance........................... 120 168 369
Dividends paid...................................... (959) - -
Increase (decrease) in stock subscriptions payable. (38,322) 38,322 -
Net proceeds from issuance of common stock.......... 69,259 - 13,960
Purchase of common stock for ESOP................... (5,629) - (1,164)
Purchase of treasury stock for the RSP Plan......... (4,648) (103) -
------------ ----------- ------------
Net cash provided by financing activities....... 224,743 141,942 131,449
------------ ----------- ------------
Net (decrease) increase in cash
and cash equivalents.......................... (846) (594) 4,178
Cash and cash equivalents at beginning of year......... 7,292 7,886 3,708
------------ ----------- ------------
Cash and cash equivalents at end of year............... $ 6,446 $ 7,292 $ 7,886
============ =========== ============
Supplemental disclosure of cash flow information
Cash paid during the year for income taxes.......... $ 2,555 $ 1,563 $ 1,529
============ =========== ============
Interest paid on deposits and borrowed funds........ $ 12,903 $ 10,732 $ 9,053
============ =========== ============
The accompanying notes are an integral part of these statements.
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
- ---------------------------------------------------
As part of a reorganization completed in 2001 and described more fully
in Note B, Synergy Financial Group, Inc. (the "Company") was formed as a
federally-chartered corporation and parent of Synergy Bank (the "Bank"),
formerly known as Synergy Federal Savings Bank. On August 27, 2003, the Company
was reorganized as a New Jersey corporation and upon completion of its January
20, 2004 second step stock conversion became a full stock corporation. The
Company is the parent of Synergy Financial Services, Inc. and the Bank, which
has a wholly-owned subsidiary known as Synergy Capital Investments, Inc.
The Bank has eighteen office locations, including its main office, and
provides a range of financial services to individuals and business customers
through its branch network located in Middlesex, Monmouth, Morris and Union
counties in New Jersey. Although the Bank offers numerous services, its lending
activity has concentrated on residential, home equity, multi-family /
non-residential, automobile and commercial real estate-secured loans located
within New Jersey.
The Bank competes with other banking and financial institutions in its
primary market communities. Commercial banks, savings banks, savings and loan
associations, credit unions and money market funds actively compete for savings
and time deposits and loans. Such institutions, as well as consumer financial
and insurance companies, may be considered competitors of the Bank with respect
to one or more of the services it renders.
The Bank is subject to regulations by certain federal agencies and,
accordingly, it is periodically examined by those regulatory authorities. As a
consequence of the regulation of commercial banking
52
activities, the Bank's business is particularly susceptible to being affected by
future federal legislation and regulations.
Basis of Financial Statement Presentation
- -----------------------------------------
The accounting policies followed by the Company conform to accounting
principles generally accepted in the United States of America and to predominant
practice within the banking industry.
The consolidated financial statements include the accounts of the
Company and its wholly-owned subsidiaries, the Bank, and its subsidiary Synergy
Capital Investments, Inc., and Synergy Financial Services, Inc. All significant
inter-company accounts and transactions have been eliminated in consolidation.
In preparing the financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities, the disclosure of contingent assets and liabilities at the date of
the balance sheets, and the reported amounts of revenues and expenses during the
reporting period. Actual results could differ from those estimates.
The principal estimates that are susceptible to significant change in
the near term relate to the allowance for loan losses. The evaluation of the
adequacy of the allowance for loan losses includes an analysis of the individual
loans and overall risk characteristics and size of the different loan
portfolios, and takes into consideration current economic and market conditions,
the capability of specific borrowers to pay specific loan obligations, as well
as current loan collateral values. However, actual losses on specific loans,
which also are encompassed in the analysis, may vary from estimated losses.
Statement of Financial Accounting Standards ("SFAS") No. 131,
Disclosures about Segments of an Enterprise and Related Information, establishes
standards for the way business enterprises report information about operating
segments in annual financial statements. The Bank has one operating segment and,
accordingly, has one reportable segment, "Community Banking." All of the Bank's
activities are interrelated, and each activity is dependent and assessed based
on how each of the activities of the Bank supports the others. For example,
commercial lending is dependent upon the ability of the Bank to fund itself with
retail deposits and other borrowings and to manage interest rate and credit
risk. This situation is also similar for consumer, commercial, residential,
multi-family and non-residential mortgage lending. Accordingly, all significant
operating decisions are based upon analysis of the Bank as one operating
segment.
Cash and Cash Equivalents
- -------------------------
The Company considers all cash on hand and in banks, and highly liquid
investment securities debt instruments with original maturities of three months
or less to be cash equivalents.
Investment Securities
- ---------------------
Investment securities are classified as held-to-maturity when the Bank
has the ability and intent to hold those securities to maturity. These
investment securities are carried at cost, adjusted for amortization of premium
and accretion of discount over the term of the security using the interest
method. At the time of purchase, the Bank makes a determination as to whether or
not it will hold the investment securities to maturity based upon an evaluation
of the probability of the occurrence of future events.
Investment securities which are held for indefinite periods of time,
which management intends to use as part of its asset/liability strategy, or
which may be sold in response to changes in interest rates, changes in
prepayment risk, increases in capital requirements, or other similar factors are
classified as available-for-sale and are carried at fair value. Net unrealized
gains and losses for such securities, net of tax, are required to be recognized
as a separate component of shareholders' equity and excluded from
53
determination of net income. Gains or losses on disposition are based on the net
proceeds and cost of the securities sold, adjusted for amortization of premiums
and accretion of discounts, using the specific identification method.
The Company adopted the provisions of SFAS No. 133, Accounting for
Derivative Instruments and Hedging Activities (SFAS No. 133), as amended, as of
January 1, 2001. The statement requires the Company to recognize all derivative
instruments at fair value as either assets or liabilities. Financial derivatives
are reported at fair value in other assets or other liabilities. The accounting
for changes in the fair value of a derivative instrument depends on whether it
has been designated and qualifies as part of a hedging relationship. The Bank
does not have any derivative instruments at December 31, 2004, 2003 or 2002.
The Bank adopted Emerging Issues Task Force ("EITF") 03-1, The Meaning
of Other than Temporary Impairment and Its Application to Certain Investments,
as of December 31, 2003. EITF 03-1 includes certain disclosures regarding
quantitative and qualitative disclosures for investment securities accounted for
under FAS 115, Accounting for Certain Investments in Debt and Equity Securities,
that are impaired at the balance sheet date, but another-than-temporary
impairment has not been recognized. The disclosures under EITF 03-1 are required
for financial statements for years ending after December 15, 2003 and are
included in these financial statements.
Mortgage Loans Held-For-Sale
- ----------------------------
Mortgages held for sale are carried at the lower of aggregate cost or
market value with market determined on the basis of open commitments for
committed loans. For uncommitted loans, market is determined on the basis of
current delivery prices in the secondary mortgage market. Any resulting
unrealized losses are included in other income.
The Bank accounts for its transfers and servicing of financial assets
in accordance with SFAS No. 140, Accounting for Transfers and Servicing of
Financial Assets and Extinguishments of Liabilities. SFAS No. 140 revises the
standards for accounting for the securitizations and other transfers of
financial assets and collateral. Transfers of financial assets for which the
Bank has surrendered control of the financial assets are accounted for as sales
to the extent that consideration other than beneficial interests in the
transferred assets is received in exchange. Retained interests in a sale or
securitization of financial assets are measured at the date of transfer by
allocating the previous carrying amount between the assets transferred and based
on their relative estimated fair values. The fair values of retained servicing
rights and any other retained interests are determined based on the present
value of expected future cash flows associated with those interests and by
reference to market prices for similar assets. There were no transfers of
financial assets to related or affiliated parties. At December 31, 2004, 2003
and 2002, the Bank's servicing loan portfolio approximated $6.2 million, $8.1
million and $13.0 million, respectively. As of December 31, 2004, 2003 and 2002,
the Bank has not recorded mortgage serving assets due to the immateriality of
amount that would have been capitalized based upon the limited amount of assets
serviced by the Bank.
The Company adopted SFAS No. 149, Amendment of Statement 133 on
Derivative Instruments and Hedging Activities, on July 1, 2003. SFAS No. 149
clarifies or amends SFAS No. 133 for implementation issues raised by
constituents or includes the conclusions reached by the Financial Accounting
Standards Board ("FASB") on certain FASB Staff Implementation Issue. Statement
149 also amends SFAS No. 133 to require a lender to account for loan commitments
related to mortgage loans that will be held for sale as derivatives. SFAS No.
149 is effective for contracts entered into or modified after June 30, 2003. The
Company periodically enters into commitments with its customers for loans which
it intends to sell in the future. The adoption of SFAS No. 149 did not have a
material impact on the Company's financial position or results of operations.
54
The SEC recently released SAB No. 105, Application of Accounting
Principles to Loan Commitments. SAB 105 provides guidance about the measurement
of loan commitments recognized at fair value under FASB Statement No. 133,
Accounting for Derivative Instruments and Hedging Activities. SAB No. 105 also
requires companies to disclose their accounting policy for those loan
commitments including methods and assumptions used to estimate fair value and
associated hedging strategies. SAB No. 105 is effective for all loan commitments
accounted for as derivatives that are entered into after September 30, 2004. The
adoption of SAB No. 105 did not have a material effect on the Company's
consolidated financial statements.
Loans and Allowance for Loan Losses
- -----------------------------------
Loans that management has the intent and ability to hold until maturity
are stated at the amount of unpaid principal, reduced by unearned income and an
allowance for loan losses. Interest on loans is calculated based upon the
principal amount outstanding. The Company defers and amortizes certain
origination and commitment fees, and certain direct loan origination costs over
the contractual life of the related loans. This results in an adjustment of the
related loan's yield. Generally, loans are placed on a non-accrual status when
they are more than ninety days delinquent. Additionally, accrual of interest is
stopped on a loan when management believes, after considering economic and
business conditions and collection efforts that the borrower's financial
condition is such that collection of interest is doubtful.
The allowance for loan losses is established as losses are estimated to
have occurred through a provision for loan losses charged to earnings. 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.
The allowance for loan losses is evaluated on a regular basis by
management and is based upon management's periodic review of the collectibility
of the loans in light of historical experience, the nature and volume of the
loan portfolio, adverse situations that may affect the borrower's ability to
repay, estimated value of any underlying collateral and prevailing economic
conditions. This evaluation is inherently subjective as it requires estimates
that are susceptible to significant revision as more information becomes
available.
The Bank accounts for its impaired loans in accordance with SFAS No.
114, Accounting by Creditors for Impairment of a Loan, as amended by SFAS No.
118, Accounting by Creditors for Impairment of a Loan - Income Recognition and
Disclosures. Accordingly, a non-residential real estate loan is considered
impaired when, based on current information and events, it is probable that the
Company will be unable to collect the scheduled payments of principal or
interest when due according to the contractual terms of the loan agreement.
Factors considered by management in determining impairment include payment
status, collateral value, and the probability of collecting scheduled principal
and interest payments when due. Loans that experience insignificant payment
delays and payment shortfalls generally are not classified as impaired.
Management determines the significance of payment delays and payment shortfalls
on a case-by-case basis, taking into consideration all of the circumstances
surrounding the loan and the borrower, including the length of the delay, the
reason for the delay, the borrower's prior payment record, and the amount of the
shortfall in relation to the principal and interest owed. Impairment is measured
on a loan by loan basis for commercial and construction loans by either the
present value of expected future cash flows discounted at the loan's effective
interest rate, the loan's obtainable market price, or the fair value of the
collateral if the loan is collateral dependent.
Large groups of smaller balance homogenous loans (residential mortgages
and consumer installment loans) are collectively evaluated for impairment.
Accordingly, the Bank does not separately
55
identify individual consumer and residential loans for impairment disclosures.
We evaluate these credits based on the pool approach and apply an allowance for
loan losses based on the historical loss experience for the pool. Loss
experience, which is usually determined by reviewing the historical loss
(charge-off) rate for each pool over a designated time period, is adjusted for
changes in trends and conditions.
The Company adopted FASB Interpretation (FIN) 45, Guarantor's
Accounting and Disclosure Requirements for Guarantees, including Indirect
Guarantees of Indebtedness of Others, on January 1, 2003. FIN 45 requires a
guarantor entity, at the inception of a guarantee covered by the measurement
provisions of the interpretation, to record a liability for the fair value of
the obligation undertaken in issuing the guarantee. Financial letters of credit
require the Company to make payment if the customer's financial condition
deteriorates, as defined in the agreements. Performance letters of credit
require the Company to make payments if the customer fails to perform certain
non-financial contractual obligations. The Company previously did not record a
liability when guaranteeing obligations unless it became probable that the
Company would have to perform under the guarantee. FIN 45 applies prospectively
to guarantees the Company issues or modifies subsequent to December 31, 2004. At
December 31, 2004, the Company was not contingently liable for any financial and
performance letters of credit. It is the Bank's practice to generally hold
collateral and/or obtain personal guarantees supporting any outstanding letter
of credit commitments. In the event that the Bank is required to fulfill its
contingent liability under a standby letter of credit, it could liquidate the
collateral held, if any, and enforce the personal guarantee(s) held, if any, to
recover all or a portion of the amount paid under the letter of credit.
In 2001, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin (SAB) No. 102, Selected Loan Loss Allowance Methodology and
Documentation Issues. SAB No. 102 provides guidance on the development,
documentation and application of a systematic methodology for determining the
allowance for loans and leases in accordance with U.S. GAAP and is effective
upon issuance. SAB No. 102 did not have a material impact on the Company's
financial position or results of operations.
Concentration Risk
- ------------------
The lending activities are concentrated in loans primarily secured by
real estate located within the State of New Jersey. In addition, a moderate
concentration of loans and deposits continue to be associated with employees of
the Bank's former credit union sponsor organization, a pharmaceutical research
and manufacturing company.
Premises and Equipment
- ----------------------
Buildings, equipment and leasehold improvements are stated at cost less
accumulated depreciation and amortization computed by the straight-line method
over the estimated useful lives of the assets.
On January 1, 2002, the Company adopted SFAS No. 144, Accounting for
the Impairment or Disposal of Long-Lived Assets. SFAS No. 144 retains the
existing requirements to recognize and measure the impairment of long-lived
assets to be held and used or to be disposed of by sale. SFAS No. 144 changes
the requirements relating to reporting the effects of a disposal or
discontinuation of a segment of a business. The adoption of this statement did
not have an impact on the financial condition or results of operations of the
Company.
56
Goodwill and Intangible Assets
- ------------------------------
The Company accounts for goodwill and intangible asset acquired in a
business combination in accordance with SFAS No. 142, Goodwill and Other
Intangible Assets. Under SFAS No. 142 goodwill is not amortized; instead, the
carrying value of goodwill is evaluated for impairment on an annual basis.
Identifiable intangible assets are amortized over their useful lives and
reviewed for impairment.
The Bank has recorded two types of intangible assets associated with
the purchase of First Bank of Central Jersey on January 10, 2003, a core deposit
intangible of approximately $627,000 and goodwill of approximately $302,000.
The core deposit intangible is being amortized over approximately 8
years. Amortization expense for the year ended December 31, 2004 was
approximately $111,000. The estimated annual amortization expense for the next
four years is $111,000 for 2005 through 2008.
The carrying amount of goodwill as of December 31, 2004 was
approximately $302,000. The Company did not identify any impairment on its
outstanding goodwill and its identifiable intangible assets, from its most
recent testing, for the year ended December 31, 2004.
Income Taxes
- ------------
The Company accounts for income taxes under the liability method.
Deferred tax assets and liabilities are determined based on the difference
between the financial statement and tax basis of assets and liabilities as
measured by the enacted tax rates that will be in effect when these differences
reverse. Deferred tax expense is the result of changes in deferred tax assets
and liabilities. The principal types of differences between assets and
liabilities for financial statement and tax return purposes are allowance for
loan losses, deferred loan fees, deferred compensation, investment securities
available for sale and the change in the value of the bank-owned life insurance.
Other Real Estate Owned
- -----------------------
Other real estate owned is recorded at the lower of cost or estimated
fair market value less costs of disposal. When property is acquired, the excess,
if any, of the loan balance over fair market value is charged to the allowance
for possible loan losses. Periodically thereafter, the asset is reviewed for
subsequent declines in the estimated fair market value. Subsequent declines, if
any, and holding costs, as well as gains and losses on subsequent sale, are
included in the consolidated statements of income.
Earnings Per Share
- ------------------
Basic earnings per share is computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding
for the period. Diluted earnings per share reflects the potential dilution that
could occur if securities or other contracts to issue common stock (such as
stock options) were exercised or resulted in the issuance of common stock. These
potentially dilutive shares would then be included in the weighted number of
shares outstanding for the period using the treasury stock method. Shares issued
and shares reacquired during any period are weighted for the portion of the
period that they were outstanding.
In computing both basic and diluted earnings per share, the weighted
average number of common shares outstanding include Employee Stock Ownership
Plan ("ESOP") shares previously allocated to participants and shares committed
to be released for the allocation to participants and Restricted Stock Plan
("RSP") shares which have vested or have been allocated to participants. ESOP
and RSP shares that have been purchased but not committed to be released have
not been considered in computing basic and diluted earnings per share.
57
Earnings per share are not presented for the period from September 17,
2002 (the date of conversion to a stock company) though December 31, 2002 as the
earnings per share calculation for that period is not meaningful. The following
is a reconciliation of the numerators and denominators of the basic and diluted
earnings per share computation for the years ended December 31, 2004 and
December 31, 2003 (dollars in thousands, except per share data):
As of December 31, 2004
-----------------------------------------
Weighted
Income average shares Per share
(numerator) (denominator) amount
----------- ------------- ------
Basic earnings per share
Income available to common stockholders.......... $ 4,203 11,009,038 $0.38
Effect of dilutive common stock equivalents...... 266,642 (.01)
---------- -----
Diluted earnings per share
Income available to common stockholders
plus assumed conversions...................... $ 4,203 11,275,680 $0.37
======= ========== =====
As of December 31, 2003
-----------------------------------------
Weighted
Income average shares Per share
(numerator) (denominator) amount
----------- ------------- ------
Basic earnings per share
Income available to common stockholders.......... $ 3,412 3,234,878 $ 1.05
Effect of dilutive common stock equivalents...... 25,018 -
---------- ------
Diluted earnings per share
Income available to common stockholders
plus assumed conversions...................... $ 3,412 3,259,896 $ 1.05
======= ========= ======
Stock-Based Compensation
- ------------------------
On April 22, 2003, stockholders' of the Company approved the 2003 Stock
Option Plan and the 2003 Restricted Stock Plan. A total of 165,746 and 66,297
shares of common stock have been made available for granting under the Stock
Option Plan and Restricted Stock Plan , respectively. During the year ended
December 31, 2003, the Company granted 165,746 options to purchase common shares
of the Company and issued 56,685 shares of restricted stock. Prior to April 22,
2003, the Company did not have a Stock Option Plan or a Restricted Stock Plan.
As a result of the second step mutual-to-stock conversion, the shares made
available for granting under the 2003 Stock Option Plan and Restricted Stock
Plan converted to 617,088 and 211,031, respectively.
At the Annual Meeting held on August 25, 2004 and reconvened on August
31, 2004, stockholders of the Company approved the Company's 2004 Stock Option
Plan and the 2004 Restricted Stock Plan. A total of 703,591 and 281,436 shares
of common stock have been made available for granting under the 2004 Stock
Option Plan and 2004 Restricted Stock Plan, respectively. During the year ended
December 31, 2004, the Company granted 695,569 options to purchase common shares
of the Company and issued 277,283 shares of restricted stock.
The Company's stock option plans and restricted stock plans are
accounted for in accordance with the provisions of Accounting Principles Board
Opinion (APB) No. 25, Accounting for Stock Issued to Employees and released
interpretations. Accordingly, no compensation expense has been recognized for
the stock option plans. Expense for the restricted stock plans in the amount of
the fair value of the common stock at the date of grant is recognized ratable
over the vesting period.
58
Had an expense for the Company's stock option plans been determined
based on the fair value at the grant date for the Company's stock options
consistent with the method outlined in SFAS No. 123, the Company's net income
and earnings per share for all expenses related to stock options and stock
granted in our restricted stock plans would have been reduced to the pro forma
amounts that follow (in thousands, except per share data):
For the year ended
December 31,
---------------------
2004 2003
------ ------
Net income, as reported.......................... $4,203 $3,412
Add expense recognized for the Restricted
Stock Plan, net of related tax effect......... 305 107
Less total Stock Option and Restricted Stock Plan
expense, determined under the fair value.....
method, net of related tax effect............. (699) (262)
------ ------
Net income, pro forma....................... $3,809 $3,257
====== ======
Basic earnings per share
As reported...................................... $0.38 $1.05
Pro forma........................................ $0.35 $1.01
Diluted earnings per share
As reported...................................... $0.37 $1.05
Pro forma........................................ $0.34 $1.00
The fair value of each option grant is estimated on the date of grant
using the Black-Scholes options price model with the following weighted average
assumptions were utilized for grants in 2003: dividend yield of 0.00%; expected
volatility of 29.44%; risk-free interest rate of 3.01% and, expected life of
five years. The following weighted average assumptions were utilized for grants
in 2004: dividend yield of 1.60%; expected volatility of 32.85%; risk-free
interest rate of 3.33%; and, expected life of five years.
The Company has established an ESOP covering eligible employees with
one year of service, as defined in the plan. The Company accounts for the ESOP
in accordance with the American Institute of Certified Public Accountants'
Statement of Position (SOP) No. 93-6, Employers' Accounting for Employee Stock
Ownership Plans. SOP No. 93-6 addresses the accounting for shares of stock
issued to employees by an ESOP. SOP No. 93-6 requires that the employer record
compensation expense in the amount equal to the fair value of shares committed
to be released from the ESOP to employees.
Compensation expense for the ESOP is recorded at an amount equal to the
shares allocated by the ESOP multiplied by the average fair market value of the
shares during the year. The Company recognizes compensation expense ratably over
the year for the ESOP shares to be allocated based upon the Company's current
estimate of the number of shares expected to be allocated by the ESOP during
each calendar year. The difference between the average fair market value and the
cost of the shares allocated by the ESOP is recorded as an adjustment to
additional paid-in-capital.
Advertising Costs
- -----------------
It is the Company's policy to expense advertising costs in the period
in which they are incurred.
Comprehensive Income
- --------------------
Accounting principles generally require that recognized revenue,
expenses, gains and losses be included in net income. Although certain changes
in assets and liabilities , such as unrealized gains and losses on available for
sale securities, are reported as a separate component of the equity section of
the balance sheet, such items, along with net income, are components of
comprehensive income.
59
The components of other comprehensive income and tax related tax
effects are as follows:
For the year ended December 31, 2004
------------------------------------
Before Tax Net of
tax (expense) tax
amount benefit amount
------ ------- ------
Unrealized gains (losses) on investment securities
Unrealized holding gains (losses) arising during period.... $(179) $ 65 $(114)
Less reclassification adjustment for gains (losses)
realized in net income .................................. 38 (14) 24
----- ----- -----
Other comprehensive income gain (loss), net .................. $(217) $ 79 $(138)
===== ===== =====
For the year ended For the year ended
December 31, 2003 December 31, 2002
----------------------------------- -------------------------------------
Before Tax Net of Before Tax Net of
tax (expense) tax tax (expense) tax
amount benefit amount amount benefit amount
------ ------- ------ ------ ------- ------
Unrealized gains (losses) on
investment securities
Unrealized holding gains
(losses) arising during period. $ (962) $ 343 $ (619) $ 918 $ (324) $ 594
Less reclassification
adjustment for gains (losses)
realized in net income......... 156 (53) 103 (6) 2 4
------- ------ ------ ------- ------- --------
Other comprehensive
income gain (loss), net.......... $(1,118) $ 396 $ (722) $ 924 $ (326) $ 598
======= ====== ====== ======= ======= ========
Reclassifications of prior years amounts have been made to conform to
the December 31, 2003 presentation.
RECENT ACCOUNTING PRONOUNCEMENTS
- --------------------------------
In December 2004, the FASB issued SFAS 153, Exchanges of Non-monetary
Assets, an amendment of APB Opinion No. 29, Accounting for Non-monetary
Transactions. This statement amends the principle that exchanges of non-monetary
assets should be measured based on the fair value of the assets exchanged and
more broadly provides for exceptions regarding exchanges of non-monetary assets
that do not have commercial substance. This Statement is effective for
non-monetary asset exchanges occurring in fiscal periods beginning after June
15, 2005. The Company is in the process of determining the impact that this
pronouncement will have on its financial statements.
In March 2004, the EITF released Issue 03-01, Meaning of Other Than
Temporary Impairment, which addressed other-than-temporary impairment for
certain debt and equity investments. The recognition and measurement
requirements of Issue 03-01, and other disclosure requirements not already
implemented, were effective for periods beginning after June 15, 2004. In
September 2004, the FASB staff issued FASB Staff Position ("FSP") EITF 03-1-1,
which delayed the effective date for certain measurement and recognition
guidance contained in Issue 03-1. The FSP requires the application of
pre-existing other-than-temporary guidance during the period of delay until a
final consensus is reached. Management does not anticipate the issuance of the
final consensus will have a material impact on its financial condition, the
results of its operations or the liquidity of the Company.
In December 2004, the FASB issued Statement 123(R) , Share-Based
Payment an Amendment of FASB Statements No. 123 and APB No. 25, that addresses
the accounting for share-based payment transactions in which an enterprise
receives employee services in exchange for (a) equity instruments of the
enterprise or (b) liabilities that are based on the fair value of the
enterprise's equity instruments or that
60
may be settled by the issuance of such equity instruments. Under the FASB
Statement, all forms of share-based payments to employees, including employee
stock options, would be treated the same as other forms of compensation by
recognizing the related cost in the income statement. The expense of the award
would generally be measured at fair value at the grant date. Current accounting
guidance requires that the expense relating to so-called fixed plan employee
stock options only be disclosed in the footnotes to the financial statements.
The Statement would eliminate the ability to account for share-based
compensation transactions using APB Opinion No. 25, Accounting for Stock Issued
to Employees. This statement is effective for public entities that do not file
as small business issuers as of the beginning of the first interim or annual
reporting period that begins after June 15, 2005. The Company is currently
evaluating this statement and its effects on its results of operations.
In December 2003, the AICPA issued Statement of Position (SOP) 03-3,
Accounting for Certain Loans or Debt Securities Acquired in a Transfer. SOP 03-3
requires acquired loans, including debt securities, to be recorded at the amount
of the purchaser's initial investment and prohibits carrying over valuation
allowances from the seller for those individually-evaluated loans that have
evidence of deterioration in credit quality since origination, and it is
probable all contractual cash flows on the loan will be unable to be collected.
SOP 03-3 also requires the excess of all undiscounted cash flows expected to be
collected at acquisition over the purchaser's initial investment to be
recognized as interest income on a level-yield basis over the life of the loan.
Subsequent increases in cash flows expected to be collected are recognized
prospectively through an adjustment of the loan's yield over its remaining life,
while subsequent decreases are recognized as impairment. Loans carried at fair
value, mortgage loans held for sale, and loans to borrowers in good standing
under revolving credit agreements are excluded from the scope of SOP 03-3. The
guidance is effective for loans acquired in fiscal years beginning after
December 15, 2004 and is not expected to have a material impact on financial
condition, results of operations, or liquidity of the Company.
In January 2003, the FASB issued Interpretation No. 46, Consolidation
of Variable Interest Entities (FIN 46). In general, a variable interest entity
("VIE") is a corporation, partnership, trust or any other legal structure used
for business purposes that either (a) does not have equity investors with voting
rights, or (b) has equity investors that do not provide sufficient financial
resources for the entity to support its activities. FIN 46 requires certain VIEs
to be consolidated by the primary beneficiary if the investors do not have the
characteristics of a controlling financial interest or do not have sufficient
equity at risk for the entity to finance its activities without additional
subordinated financial support from other parties. For public companies, the
consolidation requirements of FIN 46 applied immediately to interest entities
created after September 15, 2003. In December 2003, the FASB issued FIN 46R with
respect to VIEs, which among other things revised the implementation date for
small business filers to the first fiscal year or interim period ending after
December 15, 2004, with the exception of Special Purpose Entities ("SPE"). The
Bank currently has no SPEs. The adoption of this statement did not have a
material impact on the financial condition or results of operations of the
Company.
NOTE B - MHC REORGANIZATION AND STOCK OFFERING
- ----------------------------------------------
Synergy, MHC (the "MHC") was a federally-chartered corporation
organized in 2001 for the purpose of acquiring all of the capital stock of the
former Synergy Financial Group, Inc. (the "Mid-tier Holding Company") upon
completion of the Bank's reorganization from a mutual savings bank into a mutual
holding company structure.
The overall reorganization was a change in legal organization and form,
not a change in enterprise. Specifically, SFAS No. 141, Business Combinations,
excludes from the definition of business combination, any transfer by an
enterprise of its net assets to a newly-formed corporate entity chartered by the
existing enterprise and a transfer of net assets and an exchange of shares
between enterprises under
61
common control. Accordingly, absent classification as a business combination as
defined under SFAS No. 141, the basis of the MHC's assets and liabilities
subsequent to the reorganization will remain unchanged from the Bank's
pre-existing historical basis.
In 2002, the Company offered for sale 43.5% of the shares of its common
stock in an offering fully subscribed for by eligible depositors of the Bank
(the "Offering"). The remaining 56.5% of the Company's shares of common stock
were issued to the MHC. The Offering was completed on September 17, 2002. Prior
to that date, the Company had not engaged in any significant business.
Completion of the Offering resulted in the issuance of 3,344,252 shares of
common stock, 1,889,502 shares (56.5%) of which were issued to the MHC and
1,454,750 shares (43.5%) of which were sold to eligible depositors of the Bank
at $10.00 per share. Costs related to the Offering (primarily marketing fees
paid to an underwriting firm, professional fees, registration fees, and printing
and mailing costs) aggregated approximately $687,000 and have been deducted to
arrive at net proceeds of approximately $13,960,000 from the Offering. The
Company contributed 43% of the net proceeds of the Offering to the Bank for
general corporate use.
The Company completed its second-step conversion from the mutual
holding company form of organization to a full stock corporation (the
"Conversion") on January 20, 2004. Upon completion of the conversion, Synergy,
MHC and the former Mid-tier Holding Company were eliminated.
The Company sold 7,035,918 shares of its common stock in the Conversion
at $10.00 per share for an aggregate sales price of $70,359,180. In addition,
each share of common stock held by the public stockholders of its former
Mid-tier Holding Company was converted into 3.7231 shares of common stock of the
Company, resulting in an aggregate of 5,416,093 exchange shares. Cash was issued
in lieu of fractional shares. Accordingly, the Company now has 12,452,011 total
shares outstanding following the Conversion, which was the adjusted maximum of
the estimated valuation range.
Net proceeds from the offering were $69.2 million, reflecting total
offering expenses of approximately $1.2 million, including total underwriter's
fees and expenses of $425,000. The net proceeds have been applied as follows:
(i) $45.0 million was used to make a capital contribution to Synergy Bank, for
general business purposes, including funding the origination of loans and
investments in securities; (ii) $5.6 million was loaned to the Company's ESOP to
enable the plan to buy 8% of the shares sold in the offering; and (iii) $18.6
million was retained by the Company as its initial capitalization to be used for
general business purposes which may include investment in securities,
repurchasing shares of the Company's common stock or paying cash dividends. A
portion of the proceeds retained by the Company was invested in agency-issued
mortgage-backed securities.
NOTE C - INVESTMENT SECURITIES
- ------------------------------
The amortized cost, gross unrealized gains and losses, and fair value
of the Bank's investment securities available for sale and held to maturity are
as follows (in thousands):
December 31, 2004
-------------------------------------------
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value
---- ----- ------ -----
Available-for-sale
U.S. government obligations $ 2,500 $ - $ (57) $ 2,443
Mortgage-backed securities:
FHLMC 82,597 208 (475) 82,330
FNMA 48,684 123 (213) 48,594
Equity securities 1,029 9 (45) 993
-------- -------- ------- --------
Total $134,810 $ 340 $ (790) $134,360
======== ======== ======= ========
62
December 31, 2004
-------------------------------------------
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value
---- ----- ------ -----
Held-to-maturity
Mortgage-backed securities:
FHLMC $ 47,360 $ 229 $ (256) $ 47,333
FNMA 59,121 668 (124) 59,665
GNMA 4,093 53 - 4,146
Other debt securities 10 - - 10
-------- -------- -------- --------
Total $110,584 $ 950 $ (380) $111,154
======== ======== ======== ========
December 31, 2003
--------------------------------------------
Gross Gross
Amortized unrealized unrealized Fair
cost gains losses value
---- ----- ------ -----
Available-for-sale
U.S. Government obligations $ 3,527 $ 9 $ (69) $ 3,467
Mortgage-backed securities:
FHLMC 64,136 282 (320) 64,098
FNMA 55,332 241 (324) 55,249
Equity securities 1,017 3 (55) 965
--------- -------- -------- ---------
Total $ 124,012 $ 535 $ (768) $ 123,779
========= ======== ======== =========
Held-to-Maturity
Mortgage-backed securities:
FHLMC $ 5,623 $ 20 $ (84) $ 5,559
FNMA 20,285 69 (98) 20,256
GNMA 7,296 95 - 7,391
Other debt securities 10 - - 10
--------- --------- --------- ---------
Total $ 33,214 $ 184 $ (182) $ 33,216
========= ========= ========= =========
The amortized cost and fair value of investment securities
available-for-sale and held-to-maturity, by contractual maturity, at December
31, 2004 are shown below. Expected maturities will differ from contractual
maturities because borrowers may have the right to call or prepay obligations
with or without call or prepayment penalties.
Available-for-sale Held-to-maturity
------------------ ----------------
Amortized Fair Amortized Fair
cost value cost value
---- ----- ---- -----
Due in one year or less $ 555 $ 554 $ - $ -
Due after one through five years 45,224 45,125 14,175 14,097
Due after five through ten years 9,814 9,786 47,958 48,168
Due after ten years 78,188 77,902 48,441 48,879
Marketable equity securities and other 1,029 993 10 10
-------- -------- -------- --------
$134,810 $134,360 $110,584 $111,154
======== ======== ======== ========
Proceeds from the sales of investment securities during the years ended
December 31, 2004, 2003 and 2002 were $1,326,000, $9,031,000 and $2,036,000,
respectively. Gross gains realized on those sales were $38,000, $156,000, and
$0, for the years ended December 31, 2004, 2003 and 2002, respectively,
63
and gross losses were $0, $0, and $6,000 for the years ended December 31, 2004,
2003 and 2002, respectively. As of December 31, 2004 and December 31, 2003,
investment securities with a book value of $125,000 and $2,698,000,
respectively, were pledged to secure public deposits and for other purposes as
provided by law.
The table below indicates the length of time individual securities,
both held-to-maturity and available-for-sale, have been in a continuous
unrealized loss position at December 31, 2004 (in thousands):
Less than 12 months 12 months or longer Total
Number ------------------ ------------------- -------------------
Description of of Fair Unrealized Fair Unrealized Fair Unrealized
Securities losses securities value losses value losses value
- ----------------- ---------- ----- ------ ----- ------ -----
U.S. Government
agency securities 1 $ 1,942 $ (57) $ - $ - $ 1,942 $ (57)
Mortgage-backed
securities 89 87,698 (786) 22,737 (282) 110,435 (1,068)
-- ------- ----- ------- ----- -------- -------
Subtotal, debt
investment securities 90 89,640 (843) 22,737 (282) 112,377 (1,125)
Marketable equity
securities 1 955 (45) - - 955 (45)
-- ------- ----- ------- ----- -------- -------
Total temporarily
impaired investment
securities 91 $90,595 $(888) $22,737 $(282) $113,332 $(1,170)
== ======= ===== ======= ===== ======== =======
Management has considered factors regarding other than temporarily
impaired securities and determined that there are no securities that are
impaired as of December 31, 2004.
NOTE D - LOANS RECEIVABLE
- -------------------------
Major grouping of loans are as follows (in thousands):
December 31, December 31, December 31,
2004 2003 2002
------------ ------------ ------------
Mortgages
Residential, 1-4 family 248,046 $226,085 $202,325
Multi-family 45,921 33,971 18,069
Non-residential 109,823 56,694 30,317
Automobile 146,148 109,277 63,796
Commercial 12,208 7,838 2,472
Credit card 42 71 136
Other loans 3,678 3,745 4,454
------- -------- --------
565,866 437,681 321,569
Deferred loan fees and costs 248 178 85
Allowance for loan losses (4,427) (3,274) (2,231)
------- ------- --------
561,687 $434,585 $319,423
======= ======== =========
64
A summary of the activity in the allowance for loan losses is as
follows (in thousands):
Year ended December 31,
------------------------------------
2004 2003 2002
---- ---- ----
Balance, beginning of period $3,274 $2,231 $1,372
Provision for loan losses 1,492 1,115 1,077
Acquisition of First Bank - 823 -
Recoveries 434 441 216
Loans charged-off (773) (1,336) (434)
------ ------ ------
Balance, end of period $4,427 $3,274 $2,231
====== ====== ======
The Bank defines impaired loans using SFAS No. 114, Accounting by
Creditors for Impairment of a Loan, as loans on which, based on current
information and events, it is probable that the Bank will be unable to collect
the scheduled payments of principal or interest when due according to the
contractual terms of the loans. Large groups of smaller balance homogenous loans
(residential mortgages and consumer installment loans) are collectively
evaluated for impairment and accordingly are included in our evaluation of the
allowance for loan losses.
As of December 31, 2004, 2003 and 2002 the Bank had $264,000, $348,000
and $449,000, respectively, of small homogenous loans that were classified as
non-accrual and were collectively evaluated for impairment. If interest on these
loans had been accrued, interest income would have increased by $5,000, $7,000,
and $17,000 respectively for the years ended December 31, 2004, 2003 and 2002.
As of the end of these periods, there were no loans past due 90 days or more
that are not on non-accrual status. The Bank's allowance for loan losses is
attributable to loans held-for-investment and not loans held-for-sale.
In the normal course of business, the Bank makes loans to certain
officers, directors and their related interests. All loan transactions entered
into between the Bank and such related parties were made on substantially the
same terms and conditions as transactions with all other parties, other than a
1% discount for employees on the interest rate paid while the person remains an
employee. In management's opinion, such loans are consistent with sound banking
practices and are within applicable regulatory lending limitations. The balance
of these loans at December 31, 2004 and December 31, 2003 was approximately $3.2
million and $2.4 million. There were no loans to insiders other than those
disclosed above.
NOTE E - PROPERTY AND EQUIPMENT
- -------------------------------
Premises and equipment are summarized as follows (in thousands):
December 31,
Estimated ------------------------------
useful life 2004 2003 2002
----------- ---- ---- ----
Land Indefinite $ 2,704 $ 2,704 $ 2,704
Building and improvements 3 to 40 years 11,330 11,304 10,986
Furniture, equipment and automobiles 3 to 12 years 7,313 6,843 5,596
Leasehold improvements 3 to 15 years 3,396 3,385 3,028
Property held for future office sites Indefinite 431 304 375
------ ------- -------
25,174 24,540 22,689
Less accumulated depreciation and amortization (8,360) (6,920) (5,042)
------ ------- -------
$16,814 $17,620 $17,647
====== ======= =======
65
NOTE F - DEPOSITS
Deposits are summarized as follows (in thousands):
December 31,
------------------------------
2004 2003 2002
-------- -------- --------
Demand accounts:
Non-interest bearing $ 52,019 $ 45,259 $ 39,077
Interest bearing 3,946 708 -
-------- -------- --------
55,965 45,967 39,077
Savings and club accounts 67,115 72,061 64,828
Money market deposit accounts 163,091 139,121 47,917
Certificates of deposit under $100,000 147,984 175,871 131,463
Certificates of deposit over $100,000 104,761 40,515 70,857
-------- -------- --------
$538,916 $473,535 $354,142
======== ======== ========
Certificates of deposit over $100,000 are not insured by the Federal
Deposit Insurance Corporation (FDIC).
The scheduled maturities of certificates of deposit at December 31,
2004 are as follows (in thousands):
2005 $130,102
2006 91,929
2007 18,223
2008 4,303
2009 7,562
Thereafter 626
--------
$252,745
========
Interest expense on deposits is as follows (in thousands):
Year ended December 31,
------------------------------
2004 2003 2002
------ ------ ------
Demand $2,729 $1,253 $784
Savings 350 502 765
Certificates of deposit 6,035 7,181 5,773
------ ------ ------
$9,114 $8,936 $7,322
====== ====== ======
66
NOTE G - FEDERAL HOME LOAN BANK ("FHLB") ADVANCES
- -------------------------------------------------
1. Short-Term FHLB Advances
- -----------------------------
Short-Term FHLB advances generally have maturities of less than one
year. The details of these advances are present below (in thousands, except
percentages):
At or for the year ended
December 31,
----------------------------
2004 2003 2002
---- ---- ----
Average balance outstanding $33,618 35,413 $7,053
Maximum amount outstanding $48,975 69,300 $19,225
at any month-end during the period
Balance outstanding at period end 31,025 38,229 $2,500
Weighted-average interest rate during the period 1.61% 1.21% 1.98%
Weighted-average interest rate at period end 2.42% 1.17% 1.35%
2. Long-Term FHLB Advances
- ----------------------------
At December 31, 2004, FHLB advances totaled $181.4 million. Advances
consist of fixed-rate advances that will mature within one to eight years. The
advances are collateralized by FHLB stock and qualifying real estate first
mortgage loans and mortgage-backed securities. These advances had a weighted
average interest rate of 3.34%. Unused overnight lines of credit at the FHLB at
December 31, 2004 totaled $19.6 million.
As of December 31, 2004 long-term FHLB advances mature as follows (in
thousands):
2005 $ 45,939
2006 42,150
2007 36,000
2008 22,600
2009 12,000
Thereafter 22,700
--------
$181,389
========
NOTE H - BENEFIT PLANS
- ----------------------
1. Profit Sharing Retirement Plan
- -----------------------------------
The Company had a profit sharing plan which covered eligible employees
and included an employees' thrift savings plan established under the provisions
of the Internal Revenue Code Section 401(k). Contributions to the profit sharing
plan were at the discretion of the Board of Directors. The Company's profit
sharing retirement plan expense for the years ended December 31, 2004, 2003 and
2002 were approximately $0, $0, and $216,000, respectively. This plan was
replaced by the Board of Directors on September 21, 2002 with an ESOP.
2. Supplemental Executive Retirement Plans
-------------------------------------
The Company had established a Supplemental Executive Retirement Plan
("SERP") for the benefit of its Chief Executive Officer ("CEO"). In connection
therewith, the Company purchased a life insurance policy to satisfy its benefit
obligation thereunder. This policy was held within a Rabbi Trust. The cash
surrender value of the life insurance policy related to this SERP was
approximately $2,452,000, $2,475,000, and $2,110,000 at December 31, 2004, 2003
and 2002, respectively. The present value of future benefits was being accrued
over the term of employment. Under the terms of the SERP, the Bank accrued an
annual expense that was projected to furnish the CEO an annual pension benefit
upon retirement at age 60 of approximately $102,000 per year for a period of
fifteen years. These annual expense accruals were paid to the trust for the
benefit of the CEO. The SERP expense for the years ended December 31, 2004, 2003
and 2002 was approximately $34,000, $24,000 and $22,000, respectively.
67
On December 16, 2004, the Board terminated this SERP agreement, and
paid the accrued plan assets of approximately $48,000 to the CEO. A new SERP
agreement was subsequently adopted with an effective date of January 1, 2005.
The new SERP will provide benefits to the CEO in an amount equal to 70% of his
final salary upon retirement at age 60, payable for life, reduced by the
projected value of benefits payable to the CEO, as follows: (i) 50% of the
estimated benefits from the Federal Social Security system; (ii) the account
value from the 401(k) Savings Plan attributable to any Company contributions or
matching contributions; (iii) the account value from the ESOP; (iv) the account
value from any other Code Section 401(a) tax-qualified retirement plans of the
Company or its affiliates that are implemented at any time after the SERP
effective date; and (v) the account value from the ESOP benefits equalization
plan. The minimum benefit under the new SERP will be an annual benefit of
approximately $102,000 upon retirement at age 60 for life, but in no event for a
period of less than 15 years. Under the terms of the new SERP, the Bank will
determine annually the projected future benefits and set aside an annual accrual
as determined necessary in accordance with generally accepted accounting
principles.
On January 1, 2002 the Company adopted a SERP for the benefit of other
executive officers. This plan requires an annual accrual equal to ten percent of
each participant's base salary to be credited to the plan reserve. Plan reserves
earned interest at an annual rate equal to the greater of the Bank's cost of
funds or 4%. The accumulated deferred compensation account for each executive
officer was to be payable to each participant at anytime following termination
of employment after three years following the SERP's implementation, the death
or disability of the executive officer or termination of employment following a
change in control of Synergy Bank, whereby Synergy Bank or Synergy Financial
Group, Inc. is not the resulting entity. In December, 2004 the Board of
Directors adopted a plan amendment that adjusted the plan reserves annual
earnings rate to The Wall Street Journal "prime rate" plus 100 basis points,
with a minimum rate of 4% and a maximum rate of 10%. The amendment also provides
participants the ability to request that plan assets be invested in Synergy
Financial Group, Inc. common stock. The effective date of this amendment is
January 1, 2005. Plan expense for the years ended December 31, 2004, 2003 and
2002 was approximately $48,000, $38,000 and $35,000, respectively.
3. Phantom Stock Plan
- -----------------------
Prior to the reorganization and stock offering as described in Note B,
the Company maintained a phantom stock and phantom option plan for the benefit
of its chief executive officer. Under the plan, the chief executive was awarded
phantom stock and options, the value of which was determined annually based upon
a valuation of the Company assuming it was a stock company. Plan expense for the
years ended December 31, 2004, 2003 and 2002 was approximately $0, $0 and
$8,000, respectively. The phantom stock and phantom option plan for the benefit
of the chief executive officer was replaced by a Deferred Compensation Plan in
September, 2002.
4. Employee Stock Ownership Plan
- ----------------------------------
In September, 2002, the Board of Directors approved an ESOP. The ESOP
is designed to provide eligible employees the advantage of ownership of Company
stock. Employees are eligible to participate in the Plan after reaching age
twenty-one, completion of one year of service and working at least one thousand
hours of consecutive service during the year. Contributions are allocated to
eligible participants on the basis of compensation. The ESOP borrowed $1,163,800
from the Bank to fund the purchase 116,380 shares of common stock in connection
with the September, 2002 initial public offering. As a result of the second-step
mutual-to-stock conversion the ESOP shares converted to 433,293 shares based on
the exchange ratio of 3.7231.
In connection with the January, 2004 second-step mutual-to-stock
conversion, the Company established an additional ESOP for eligible employees.
The ESOP borrowed $5,629,000 from the Company to purchase 562,873 shares in the
offering, and $1,009,000 to refinance the remaining balance of the initial ESOP
loan from the Bank. The total loan equaled $6,637,000. This loan is payable in
annual
68
installments over ten years at a fixed annual interest rate equal to the prime
rate as published in The Wall Street Journal on the origination date (4.0%),
with interest payable quarterly. The loan can be prepaid without penalty. Loan
payments are principally funded by cash contributions from the Bank, subject to
federal tax law limits.
Shares used as collateral to secure the loan are released and available
for allocation to eligible employees as the principal and interest on the loan
is paid. Employees become fully vested in their ESOP account after five years of
service. Dividends on unallocated shares are applied toward payment of the loan.
ESOP shares committed to be released are considered outstanding in determining
earnings per share.
The following table summarizes shares of Company common stock held by
the ESOP at December 31:
2004 2003 (a) 2002 (a)
----------- ---------- ----------
Shares allocated to Participants 157,402 57,778 14,441
Unallocated shares 838,764 375,515 418,852
----------- ---------- ----------
Total ESOP shares 996,166 433,293 433,293
=========== ========== ==========
Market value of unallocated shares $11,272,988 $3,772,195 $1,996,890
(a) Share and market values for the years ended December 31, 2003 and 2002
reflect the exchange ratio of 3.7231 associated with the January, 2004
second-step mutual-to-stock conversion.
The Company recorded ESOP compensation expense of $1,047,000, $290,000
and $57,000 related to the release of 99,624, 43,337 and 14,441 shares, for the
years ended December 31, 2004, 2003 and 2002, respectively.
5. 401 (k) Plan
- -----------------
All full-time employees of the Bank that meet certain age and service
requirements are eligible to participate in the Bank-sponsored 401(k) Plan.
Under the plan, participants may make contributions, in the form of salary
reductions, up to the maximum Internal Revenue Code limit. The Bank contributes
an amount to the plan equal to 100% of the first 5% of employee contributions.
The Bank's contribution to these plans amounted to $197,000, $157,000 and
$116,000 for 2004, 2003 and 2002, respectively.
6. Stock-Based Compensation
- -----------------------------
(a) Restricted Stock Plans
- ---------------------------
At the Annual Meeting held on April 22, 2003, stockholders of the
Company approved the 2003 Restricted Stock Plan. Prior to April 22, 2003, the
Company did not have a Restricted Stock Plan. During the year ended December 31,
2003, the Company issued 56,685 shares of restricted stock. The shares vest at a
rate of 20% on each of five annual vesting dates, with an initial vesting date
of April 22, 2004. As a result of the January 20, 2004 second-step
mutual-to-stock conversion, the issued shares associated with the 2003
Restricted Stock Plan converted at the exchange ratio of 3.7231 to 211,031
shares. On June 4, 2003, the Company announced a stock repurchase program to
acquire the shares associated with the 2003 Restricted Stock Plan. On November
9, 2004, the Company announced the completion of this repurchase program.
At the Annual Meeting held on August 25, 2004 and reconvened on August
31, 2004, stockholders of the Company approved the Company's 2004 Restricted
Stock Plan making 281,436 shares of common stock available for granting. During
the year, the Company issued 277,283 shares of restricted stock. The shares vest
at a rate of 20% on each of five annual vesting dates, with an initial vesting
date of August 31, 2005. On November 9, 2004, the Company announced a stock
repurchase
69
program to acquire the shares associated with the 2004 Restricted Stock Plan. As
of December 31, 2004, the balance of shares to be acquired was 63,851.
A deferred compensation account for shares awarded under the restricted
stock plans is recorded as a reduction of stockholders' equity. Shares issued
upon vesting may be either authorized but unissued shares or reacquired shares
held by the Company as treasury shares. Through December 31, 2004, the Company
acquired 410,001 shares of stock for funding the restricted stock plans; such
shares are included in treasury stock. The restricted stock is generally held in
a trust for the benefit of the award recipient until it is vested. Awards
outstanding vest in five annual installments commencing one year from the date
of the award. As of December 31, 2004, 41,571.80 shares were distributed upon
vesting, and 3,164 shares were forfeited under the RSP. Expense is recognized
for shares awarded over the vesting period at the fair market value of the
shares on the date they were awarded. Compensation expense attributable to the
RSP amounted to $477,000 and $179,000 for the years ended December 31, 2004 and
2003, respectively.
(b) Stock Option Plans
- --- ------------------
At the Annual Meeting held on April 22, 2003, stockholders of the
Company approved the Company's 2003 Stock Option Plan making available 165,746
shares of common stock for granting. Prior to April 22, 2003, the Company did
not have a Stock Option Plan. Under the 2003 Stock Option Plan, each stock
option granted entitles the holder to purchase one share of the Company's common
stock at an exercise price of not less than the fair market value of a share of
common stock at the date of grant. Options granted vest over a five-year period
from the date of grant and will expire no later than 10 years following the
grant date. During the year ended December 31, 2003, the Company granted 165,746
options to purchase common shares of the Company. As a result of the January 20,
2004 second-step mutual-to-stock conversion, the shares associated with the 2003
Stock Option Plan converted at the exchange ratio of 3.7231 to 617,086 shares.
At December 31, 2004, there were 616,640 options outstanding, with an average
exercise price of $5.63, associated with the 2003 Stock Option Plan. The
weighted average remaining contractual life was 8 years and 3 months and there
were 121,928 options exercisable under the plan. At December 31, 2004, there
were 446 option shares available to grant under the 2003 Stock Option Plan.
At the Annual Meeting held on August 25, 2004 and reconvened on August
31, 2004, stockholders of the Company approved the Company's 2004 Stock Option
Plan making available 703,591 shares for granting under the plan. During the
year ended December 31, 2004, the Company granted 694,569 options to purchase
common shares of the Company. Under the 2004 Stock Option Plan, each stock
option granted entitles the holder to purchase one share of the Company's common
stock at an exercise price of not less than the fair market value of a share of
common stock at the date of grant. Options granted vest over a five-year period
from the date of grant and will expire no later than 10 years following the
grant date.
At December 31, 2004, there were 694,569 options outstanding, with an
average exercise price of $10.15, associated with the 2004 Stock Option Plan.
The weighted average remaining contractual life was 9 years and 7 months with no
exercisable options under the plan. At December 31, 2004, there were 9,022
option shares available to grant under the 2004 Stock Option Plan.
70
The following is a summary of the Company's stock option plans as of
and for the years ended December 31, 2004 and 2003:
2004 2003
---------------------------- -----------------------------
Weighted Average Weighted Average
Shares Exercise Price Shares Exercise Price
------ -------------- ------ --------------
Outstanding at beginning of year (1) 609,640 $5.59 - $ -
Granted 704,569 10.14 617,086 5.59
Exercised - - - -
Forfeited 3,000 10.15 7,446 5.59
Expired - - - -
--------- ----- ------- -----
Outstanding at end of year (2) 1,311,209 $8.03 609,640 $5.59
--------- ----- ------- -----
Exercisable at end of year 121,928 $5.59 - $ -
========= ===== ======= =====
(1) The number of options and the exercise price for the 2003 awards were
adjusted for the exchange rate of 3.7231 shares in connection with the
January 20, 2004 second step mutual-to-stock conversion.
(2) The outstanding balance at the end of 2003 includes 7,000 options that were
reissued in 2004.
7. Bank-owned Life Insurance Program
- --------------------------------------
The Bank Board of Directors approved the establishment of a Bank-owned
life insurance program to be implemented and effective September 1, 2004. This
program provides death benefit coverage to Bank officers and directors. This
coverage continues after retirement. The Bank is the beneficiary of any benefit
in excess of each officer's and director's death benefit amount.
In order to fund this program, the Bank invested a total of $10,000,000
in two bank-owned life insurance policies on July 14, 2004. The cash surrender
value of the two policies totaled $10,185,247 at December 31, 2004 and is
reported on the Company's consolidated balance sheet. The Company reports any
income from the policies as other income on the consolidated statement of
operations. This income is not subject to tax.
NOTE I - INCOME TAXES
- ---------------------
The components of income taxes are summarized as follows (in
thousands):
Year ended December 31,
---------------------------------------
2004 2003 2002
---- ---- ----
Current tax expense
Federal income $ 2,509 $ 1,601 $ 1,203
State income 302 267 334
------- ------- -------
Total current expense 2,811 1,868 1,537
------- ------- -------
Deferred tax (benefit) expense
Federal income (303) 42 (223)
State income (92) 1 (114)
------- ------- -------
Total deferred expense (395) 43 (337)
------- ------- -------
Total income tax expense $ 2,416 $ 1,911 $ 1,200
======= ======= =======
A reconciliation of income taxes computed at the statutory federal
income tax rate (34%) to the reported income tax expense is as follows (in
thousands):
Year ended December 31,
-----------------------
2004 2003 2002
---- ---- ----
Expected federal income tax expense $ 2,251 $ 1,809 $ 1,099
Increase (decrease) in federal
income tax expense resulting
from state income tax, net of
federal income tax effect 139 177 145
Tax exempt income (55) (124) -
Other, net 81 49 (44)
------- ------- -------
$ 2,416 $ 1,911 $ 1,200
======= ======= =======
71
Deferred tax assets and (liabilities) consisted of the following (in
thousands):
Year ended December 31,
-----------------------------
2004 2003 2002
------- ------- -------
Deferred tax assets
Allowance for loan loss $ 1,266 $ 791 $ 581
Depreciation - - 121
Unrealized losses on available-
for-sale investment securities 163 84 -
Net operating loss carry over 1,509 1,542 -
Other 82 48 10
------- ------- -------
3,020 2,465 712
Valuation allowance (878) (878) -
------- ------- -------
Deferred tax assets 2,142 1,587 712
------- ------- -------
Deferred tax liabilities
Deferred loan costs, net of fees $ 139 $ 123 $ 98
Depreciation 167 57 -
Unrealized gains on available-
for-sale investment securities - - 312
Core deposit intangibles 250 295 -
------- ------- -------
Deferred tax liabilities $ 556 $ 475 $ 410
------- ------- -------
Net deferred tax asset, included in other assets $ 1,586 $ 1,112 $ 302
======= ======= =======
The Company has federal net operating loss carryovers acquired from
First Bank of Central Jersey expiring as follows (in thousands):
Expiring Amount
-------- ------
2018 $ 132
2021 1,833
2022 2,517
2023 150
-------
$ 4,632
=======
The Company has provided a valuation allowance against the deferred tax
asset attributable to the net operating loss carryovers in order to adjust that
deferred tax asset to the amount management believes to be realizable taking
into consideration the annual limitation on usage of net operating loss
carryovers following an ownership change and the carryover period currently
permitted under federal tax law. The Company has no state net operating loss
carryover.
NOTE J - FAIR VALUE OF FINANCIAL INSTRUMENTS
- --------------------------------------------
SFAS No. 107 requires disclosure of the estimated fair value of an
entity's assets and liabilities considered to be financial instruments. For the
Bank, as for most financial institutions, the majority of its assets and
liabilities are considered financial instruments as defined in SFAS No. 107.
However, many such instruments lack an available trading market, as
characterized by a willing buyer and seller engaging in an exchange transaction.
Therefore, the Bank had to use significant estimates and present value
72
calculations to prepare this disclosure, as required by SFAS No. 107.
Accordingly, the information presented below does not purport to represent the
aggregate net fair value of the Bank.
Changes in the assumptions or methodologies used to estimate fair
values may materially affect the estimated amounts. Also, management is
concerned that there may not be reasonable comparability between institutions
due to the wide range of permitted assumptions and methodologies in the absence
of active markets. This lack of uniformity gives rise to a high degree of
subjectivity in estimating financial instrument fair values.
Estimated fair values have been determined by the Bank using what
management believes to be the best available data and an estimation methodology
suitable for each category of financial instruments. The estimation
methodologies used, the estimated fair values, and recorded book balances at
December 31, 2004 and 2003 are set forth below.
For cash and due from banks and interest-bearing deposits with banks,
the recorded book values of approximately $6,446,000 and $7,292,000 are deemed
to approximate fair values at December 31, 2004, and 2003, respectively. The
estimated fair values of investment and mortgage-backed securities are based on
quoted market prices, if available. If quoted market prices are not available,
the estimated fair values are based on quoted market prices of comparable
instruments.
The fair values of loans are estimated based on a discounted cash flow
analysis using interest rates currently offered for loans with similar loan
characteristics. The carrying value of accrued interest is deemed to approximate
fair value.
December 31,
----------------------------------------------------
2004 2003
----------------------- -----------------------
Carrying Estimated Carrying Estimated
amount fair value amount fair value
------ ----------- ------ ----------
(in thousands)
Investment securities $ 244,944 $ 245,514 $ 156,993 $ 156,995
Federal Home Loan Bank stock 10,771 10,771 3,644 3,644
Loans receivable, net 561,687 557,628 434,585 441,234
Cash surrender value of bank-owned life insurance 12,637 12,637 2,475 2,475
The estimated fair values of demand deposits (i.e., interest- and
non-interest-bearing checking accounts, savings and certain types of money
market accounts) are, by definition, equal to the amount payable on demand at
the reporting date (i.e., their carrying amounts). The carrying amounts of
variable-rate, fixed-term money market accounts and certificates of deposit
approximate their fair values at the reporting date. The fair values of
fixed-rate certificates of deposit are estimated using a discounted cash flow
calculation that applies interest rates currently being offered to a schedule of
aggregated expected monthly time deposit maturities. The carrying amount of
accrued interest payable approximates its fair value.
December 31,
------------------------------------------------------
2004 2003
---------------------- ------------------------
Carrying Estimated Carrying Estimated
amount fair value amount fair value
------ ---------- ------ ----------
(in thousands)
Time deposits $252,745 $252,272 $216,386 $218,436
FHLB advances 212,414 212,601 72,873 74,254
73
The fair value of commitments to extend credit is estimated based on
the amount of unamortized deferred loan commitment fees. The fair value of
letters of credit is based on the amount of unearned fees plus the estimated
cost to terminate the letters of credit. Fair values of unrecognized financial
instruments including commitments to extend credit and the fair value of letters
of credit are considered immaterial.
NOTE K - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK
- ----------------------------------------------------------
The Bank is a party to financial instruments with off-balance-sheet
risk in the normal course of business to meet the financing needs of its
customers. These financial instruments include commitments to extend credit and
unused lines of credit. Those instruments involve, to varying degrees, elements
of credit and interest rate risk in excess of the amount recognized in the
consolidated balance sheets. The Bank's exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for commitments to
extend credit and unused lines of credit are represented by the contractual
amount of those instruments. The Bank uses the same credit policies in making
commitments and conditional obligations as it does for on-balance-sheet
instruments.
The Bank had the following approximate off-balance-sheet financial
instruments whose contract amounts represent credit risk (in thousands):
December 31,
----------------------------------
2004 2003 2002
---- ---- ----
Commitments to grant loans $67,884 $45,451 $31,456
Unfunded commitments under lines of credit 26,264 22,695 12,898
------- ------- -------
$94,148 $68,146 $44,354
======= ======= =======
Commitments to extend credit are agreements to lend to a customer as
long as there is no violation of any condition established in the contract.
Commitments generally have fixed expiration dates or other termination clauses
and may require payment of a fee. Since many of the commitments are expected to
expire without being drawn upon, the total commitment amounts do not necessarily
represent future cash requirements. The Bank evaluates each customer's
creditworthiness on a case-by-case basis. The amount of collateral obtained, if
deemed necessary by the Bank upon extension of credit, is based on management's
credit evaluation of the customer. Collateral held varies but primarily includes
residential real estate located within New Jersey. At December 31, 2004,
commitments to fund fixed rate loans amounted to $ 47.5 million with interest
rates between 5.00% and 7.00%.
NOTE L - COMMITMENTS AND CONTINGENT LIABILITIES
- -----------------------------------------------
1. Lease Commitments
- ----------------------
Future approximate lease payments under non-cancelable operating leases
at December 31, 2004 are due as follows (in thousands):
2005 $ 807
2006 970
2007 922
2008 927
2009 803
Thereafter 8,605
-------
$13,034
=======
74
Total rent expense was approximately $613,000, $578,000 and $426,000
for the years ended December 31, 2004, 2003, and 2002, respectively.
The Company maintains six office locations within the corporate
facilities of the Company's former sponsor organization. These sites are
available to the organization's employees and access to the public is
restricted.
As a result, the Company makes no rental payments for these branch
locations. Each office is an average of 280 square feet with no public access
and therefore very limited use. Management has evaluated the fair value of the
annual rent which is not considered to have a material impact on the Bank's
financial condition or results of operation. The locations are occupied pursuant
to a written agreement that provides for two-year terms that are automatically
renewed upon expiration unless written notice of termination is given by either
party.
2. Other
- ----------
In the normal course of business, the Company and the Bank have been
named as defendants in certain lawsuits. Although the ultimate outcome of these
suits cannot be ascertained at this time, it is the opinion of management that
the resolutions of such suits will not have a material adverse effect on the
consolidated financial position or results of operation of the Company.
NOTE M - CONDENSED FINANCIAL INFORMATION - PARENT CORPORATION ONLY
- ------------------------------------------------------------------
Condensed financial information for Synergy Financial Group, Inc.
(parent corporation only) follows (in thousands):
CONDENSED BALANCE SHEETS
December 31,
-------------------------------
2004 2003 2002
---- ---- ----
ASSETS
Cash and cash equivalents $ 2,403 $ 41,240 $ 8,610
Investment securities available for sale 4,882 - -
Investment securities held to maturity 1,794 - -
Investment in subsidiaries, at equity 89,731 40,791 30,956
Loan receivable from Bank for ESOP 5,962 - -
Other assets 742 652 98
-------- -------- --------
Total assets $105,514 $ 82,683 $ 39,664
======== ======== ========
LIABILITIES AND STOCKHOLDERS' EQUITY
Loan payable to Bank for ESOP $ - $ 1,009 $ 1,135
Stock subscriptions payable - 38,322 -
RSP obligation - - -
Other liabilities 1,472 2,424 657
Stockholders' equity 104,042 40,928 37,872
-------- -------- --------
Total liabilities and stockholders' equity $105,514 $ 82,683 $ 39,664
======== ======== ========
75
CONDENSED STATEMENTS OF INCOME
Year ended December 31,
-----------------------
2004 2003 2002
---- ---- ----
INCOME
Equity in undistributed net earnings of subsidiaries $3,973 $3,537 $2,068
Interest income 523 1 -
------ ------ ------
Total income 4,496 3,538 2,068
------ ------ ------
EXPENSES
Other expenses 270 76 37
Interest expenses 23 45 -
------ ------ ------
Total expenses 293 121 37
------ ------ ------
NET INCOME $4,203 $3,417 $2,031
====== ====== ======
CONDENSED STATEMENTS OF CASH FLOWS
Year ended December 31,
--------------------------------
2004 2003 2002
-------- -------- --------
OPERATING ACTIVITIES
Net income $ 4,203 3,417 $ 2,031
Adjustments to reconcile net income to net cash provided by
operating activities
Equity in undistributed income of subsidiary (3,972) (3,537) (2,068)
Amortization, depreciation and other 550 423 73
Decrease in other assets (102) (543) (75)
Decrease in other liabilities 952 1,767 629
-------- ----- --------
Net cash provided by operating activities 1,631 1,527 590
-------- ----- --------
INVESTING ACTIVITIES
Additional investment in subsidiaries (45,000) (7,000) (6,000)
Principal repayments of investment securities available for sale 1,026 - -
Principal repayments of investment securities held to maturity 229 - -
Purchase of investment securities available for sale (5,897) - (11)
Purchase of investment securities held to maturity (2,022) - -
ESOP loan advanced to Bank (5,962) - -
-------- ----- --------
Net cash (used in) provided by investing activities (57,626) (7,000) (6,011)
-------- ----- --------
FINANCING ACTIVITIES
(Repayments of) proceeds from stock subscriptions payable (38,322) 38,322 -
Repurchase of treasury stock for RSP (4,648) (103) -
Net proceeds from issuance of common stock 61,597 - 13,960
Dividends paid (460) - -
Repayments of Bank loan for ESOP (1,009) (116) (29)
-------- ----- --------
Net cash provided by financing activities 17,158 38,103 13,931
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS (38,837) 32,630 8,510
Cash and cash equivalents at beginning of year 41,240 8,610 100
-------- ----- --------
Cash and cash equivalents at end of year $ 2,403 $ 41,240 $ 8,610
======== ======== ========
76
NOTE N - REGULATORY MATTERS
- ---------------------------
The Bank is subject to various regulatory capital requirements
administered by its primary federal regulator, the Office of Thrift Supervision
(OTS). Failure to meet minimum capital requirements can initiate certain
mandatory - and possible additional discretionary - actions by regulators that,
if undertaken, could have a direct material effect on the Bank and the
consolidated financial statements. Under the regulatory capital adequacy
guidelines and the regulatory framework for prompt corrective action, the Bank
must meet specific capital guidelines that involve quantitative measures of the
Bank's assets, liabilities, and certain off-balance-sheet items as calculated
under regulatory guidelines. The Bank's capital amounts and classifications
under the prompt corrective action guidelines are also subject to the
qualitative judgments by the regulators about components, risk weightings, and
other factors.
Quantitative measures established by regulation to ensure capital
adequacy require the Bank to maintain minimum amounts and ratios of total
risk-based capital and Tier I capital to risk-weighted assets (as defined in the
regulations), Tier I capital to adjusted total assets (as defined), and tangible
capital to adjusted total assets (as defined). Management believes that the Bank
meets all capital adequacy requirements to which it is subject.
As of December 31, 2004, the Bank is considered well-capitalized under
regulatory framework for prompt corrective action. To be categorized as
well-capitalized, the Bank must maintain minimum total risk-based, Tier I
risk-based, and Tier I leverage ratios, as set forth in the table below. There
are no conditions or events that management believes have changed the
institution's prompt corrective action category.
The following table presents a reconciliation of GAAP capital and
regulatory capital at the dates indicated for the Bank:
December 31,
------------------------------
2004 2003 2002
---- ---- ----
GAAP capital $ 89,615 40,791 30,879
Unrealized (losses) gains on investment securities 280 148 (573)
Less: goodwill and other intangible assets 929 776 -
-------- -------- --------
Tangible and core capital 88,966 40,163 30,306
Add: general allowance for loan losses 4,427 3,274 2,231
-------- -------- --------
Total regulatory capital $ 93,393 $ 43,437 $ 32,537
======== ======== ========
The Bank's actual capital amounts and ratios are as follows (in
thousands, except percentages):
OTS Requirements
-----------------------------------------------------------------------------
Regulatory
Minimum for classification as
Bank actual capital adequacy well capitalized
----------- ---------------- ----------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
As of December 31, 2004
Total risk-based capital
(to risk-weighted assets) $93,393 16.57% $45,077 8.00% $56,346 10.00%
Tier I capital
(to risk-weighted assets) 88,966 15.79% N/A N/A 33,808 6.00%
Tier I capital
(to adjusted total assets) 88,966 10.44% 34,075 4.00% 42,594 5.00%
Tangible capital
(to adjusted total assets) 88,966 10.44% 12,778 1.50% N/A N/A
77
OTS Requirements
-----------------------------------------------------------------------------
Regulatory
Minimum for classification as
Bank actual capital adequacy well capitalized
----------- ---------------- ----------------
Amount Ratio Amount Ratio Amount Ratio
------ ----- ------ ----- ------ -----
As of December 31, 2003:
Total risk-based capital
(to risk-weighted assets) $43,437 10.41% $33,367 8.00% $41,708 10.00%
Tier I capital
(to risk-weighted assets) 40,163 9.63% N/A N/A 25,025 6.00%
Tier I capital
(to adjusted total assets) 40,163 6.37% 25,223 4.00% 31,529 5.00%
Tangible capital
(to adjusted total assets) 40,163 6.37% 9,459 1.50% N/A N/A
NOTE O - SELECTED QUARTERLY FINANCIAL DATA
- ------------------------------------------
Unaudited quarterly financial data is as follows (in thousands, except
share data):
Year ended December 31, 2004
---------------------------------------------
First Second Third Fourth
quarter quarter quarter quarter
------- ------- ------- -------
Interest income $8,248 $8,357 $9,783 $10,038
Interest expense 2,571 2,821 3,761 4,039
------ ------ ------ -------
Net interest income 5,677 5,536 6,022 5,999
Provision for losses 368 336 429 358
------ ------ ------ -------
Net interest income after provision for losses 5,309 5,200 5,593 5,641
Other income 672 513 952 1,120
Other expense 4,312 4,241 4,897 4,931
------ ------ ------ -------
Income before income tax provision 1,669 1,472 1,648 1,830
Provision for income taxes 664 562 554 636
------ ------ ------ -------
Net income $1,005 $ 910 $1,094 $1,194
====== ====== ====== ======
Basic earnings per share $0.10 $0.08 $0.10 $0.10
====== ====== ====== ======
Diluted earnings per share $0.10 $0.08 $0.09 $0.10
====== ====== ====== ======
Year ended December 31, 2003
---------------------------------------------
First Second Third Fourth
quarter quarter quarter quarter
------- ------- ------- -------
Interest income $7,508 $7,419 $7,264 $7,887
Interest expense 2,702 2,620 2,729 2,635
------ ------ ------ ------
Net interest income 4,806 4,799 4,535 5,252
Provision for losses 118 352 253 391
------ ------ ------ ------
Net interest income after provision for losses 4,688 4,447 4,282 4,861
Other income 382 652 752 835
Other expense 3,742 4,021 3,799 4,015
------ ------ ------ ------
Income before income tax provision 1,328 1,078 1,235 1,681
Provision for income taxes 492 351 496 572
------ ------ ------ ------
Net income $ 836 $ 727 $ 739 $1,109
====== ====== ====== ======
Basic earnings per share $ 0.26 $ 0.22 $ 0.23 $ 0.34
====== ====== ====== ======
Diluted earnings per share $ 0.26 $ 0.22 $ 0.23 $ 0.34
====== ====== ====== ======
78
Item 9. Changes In And Disagreements With Accountants On Accounting And
- --------------------------------------------------------------------------------
Financial Disclosure
--------------------
Not applicable.
Item 9A. Controls And Procedures
- --------------------------------
Synergy Financial Group, Inc.'s management is responsible for
establishing and maintaining effective disclosure controls and procedures, as
defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of
1934. As of December 31, 2004, an evaluation was performed under the supervision
and with the participation of management, including the President and Chief
Executive Officer and Chief Financial Officer, of the effectiveness of the
design and operation of the Company's disclosure controls and procedures. Based
on that evaluation, management concluded that disclosure controls and procedures
as of December 31, 2004 were effective in ensuring material information required
to be disclosed by the Company in reports that it files or submits under the
Exchange Act is recorded, processed, summarized and reported within the time
periods specified in Securities and Exchange Commission rules and forms.
Management's responsibilities related to establishing and maintaining effective
disclosure controls and procedures include maintaining effective internal
controls over financial reporting that are designed to produce reliable
financial statements in accordance with accounting principles generally accepted
in the United States. As disclosed in the Report on Management's Assessment of
Internal Control Over Financial Reporting included in this Form 10-K under Item
7 "Management's Discussion and Analysis of Financial Condition and Results of
Operations" and incorporated herein by reference, management assessed the
Corporation's system of internal control over financial reporting as of December
31, 2004, in relation to criteria for effective internal control over financial
reporting as described in "Internal Control - Integrated Framework," issued by
the Committee of Sponsoring Organizations of the Treadway Commission. Based on
this assessment, management believes that, as of December 31, 2004, its system
of internal control over financial reporting met those criteria and is
effective. Grant Thornton LLP's attestation report on management's assessment of
the Company's internal control over financial reporting is included in this Form
10-K under Item 7 and is incorporated herein by reference.
Additionally, there were no changes in the Corporation's internal
control over financial reporting that occurred during the quarter ended December
31, 2004 that have materially affected, or are reasonably likely to materially
affect, the Corporation's internal control over financial reporting. There have
been no significant changes in the Corporation's internal controls or in other
factors that could significantly affect internal controls subsequent to December
31, 2004.
79
PART III
Item 10. Directors and Executive Officers of the Registrant
- -----------------------------------------------------------
Section 16(A) Beneficial Ownership Reporting Compliance
The Common Stock of the Company is registered pursuant to Section 12(g)
of the Securities and Exchange Act of 1934, as amended. The officers and
directors of the Company and beneficial owners of greater than 10% of the
Company's Common Stock ("10% beneficial owners") are required by Section 16(a)
of such act to file reports of ownership and changes in beneficial ownership of
the Common Stock with the SEC and NASDAQ and to provide copies of those reports
to the Company. The Company is not aware of any beneficial owner, as defined
under Section 16(a), of more than 10% of its Common Stock. To the Company's
knowledge, all Section 16(a) filing requirements applicable to its officers and
directors were complied with during the 2004 fiscal year.
Directors and Executive Officers
The Company's certificate of incorporation requires that the Board of
Directors be divided into three classes, as nearly equal in number as possible,
each class to serve for a three-year period, with approximately one-third of the
directors elected each year. The Board of Directors currently consists of nine
members. The following table sets forth the names, ages, terms of, and length of
service for the directors and the executive officers of the Company.
AGE AT YEAR FIRST CURRENT
DECEMBER 31, ELECTED OR TERM TO
NAME 2004 APPOINTED(1) EXPIRE
- ---- ------------ ------------ ------
Directors
Kenneth S. Kasper 50 1993 2005
Nancy A. Davis 65 1977 2006
Magdalena M. De Perez 54 2001 2005
John S. Fiore 47 2000 2006
David H. Gibbons, Jr. 34 2001 2007
Paul T. LaCorte 52 2001 2007
George Putvinski 56 1993 2005
W. Phillip Scott 53 1996 2006
Albert N. Stender 59 1999 2007
Non-Director Executive Officers
of the Company
Kevin M. McCloskey 46 N/A N/A
Kevin A. Wenthen 50 N/A N/A
Ralph A. Fernandez 40 N/A N/A
(1) Refers to the year the individual first became a director of the Bank. All
directors of the Bank in March 2001 became directors of the Company at that
time.
Set forth below is the business experience for the past five years of
each of the directors and executive officers of the Company.
Kenneth S. Kasper has served as Chairman of the Board of Directors of
the Company since its formation in 2001. He has been a director of the Bank
since 1993, and has served as Chairman of the Board of Directors of the Bank
since 1998. Mr. Kasper is a Compliance Director with Schering-Plough
Corporation, a pharmaceutical research and manufacturing company, a position he
has held since 1991. Prior to that time, Mr. Kasper served as Senior Counsel for
Schering-Plough. Mr. Kasper is also actively
80
involved in civic activities, serving as Chairman of the Chester Borough Board
of Adjustment, Director of the Board of Environmental Health & Safety Auditor
Certifications ("BEAC"), and Treasurer of the Council of Engineering and
Scientific Specialty Boards.
Nancy A. Davis has served on the Board of Directors of the Company
since its formation in 2001, and the Bank since 1977. Ms. Davis is a consultant
for Schering-Plough Corporation, a company that she retired from in 2002. She
was employed by that company since 1965, most recently as a Senior Legal
Assistant.
Magdalena M. De Perez has served on the Board of Directors of the
Company and the Bank since 2001. Ms. De Perez is Vice President-Investments,
Financial Advisor for Wachovia Securities, LLC. She has worked in the financial
services industry since 1983 and acts as a financial advisor to several
community service organizations in Union County.
John S. Fiore has been the President and Chief Executive Officer of the
Company since its formation in 2001 and has served as President and Chief
Executive Officer of the Bank since 1995. He also serves as a member of both
Boards of Directors. He has been employed by the Bank since 1989. Mr. Fiore also
serves as President and Chief Executive Officer of Synergy Financial Services,
Inc., a wholly-owned subsidiary of the Company.
David H. Gibbons, Jr. has served on the Board of Directors of the
Company and the Bank since 2001. Mr. Gibbons is a commercial real estate
executive who is employed as Executive Vice President of Gibbons Realty Group,
Inc. He is active in the community, serving as a Trustee for Trinitas Hospital,
a Director of the Union County Alliance and the Elizabeth Chamber of Commerce,
Chairman of the Board of Directors of the YMCA of Eastern Union County and is a
Past Chairman of the Board of Directors of Elizabeth Development Co. In
addition, Mr. Gibbons also serves as a Trustee for the National Association of
Office and Industrial Properties, a commercial real estate trade and lobbying
organization.
Paul T. LaCorte has served on the Board of Directors of the Company and
the Bank since 2001. Mr. LaCorte is an executive officer and partner with
Hamilton Holding Company, V & F, Inc. and Ditullio and LaCorte Associates, LLC,
all of which are real estate holding companies. He is a member and former
Chairman of the Union County Economic Development Corporation and a former
Chairman of the Cranford Downtown Management Corporation. He is also a member
and former President of the Cranford Chamber of Commerce.
George Putvinski has served on the Board of Directors of the Company
since its formation in 2001, and the Bank since 1993. Mr. Putvinski is employed
as the Director of Global Planning and Reporting for Schering-Plough
Corporation. He has been employed by Schering-Plough Corporation since 1979.
W. Phillip Scott has served on the Board of Directors of the Company
since its formation in 2001, and the Bank since 1996. Mr. Scott is employed as a
Finance Manager for Schering-Plough Corporation. He has been employed by
Schering-Plough Corporation since 1980. Mr. Scott is a certified public
accountant.
Albert N. Stender has served on the Board of Directors of the Company
since its formation in 2001, and the Bank since 1999. Mr. Stender is a
self-employed attorney, who was formerly a partner with the law firm of Stender
& Hernandez and Cranford municipal attorney. He is the managing member of
URANUT, LLC, a real estate investment company. Mr. Stender is also municipal
prosecutor for the Borough of Kenilworth and a Director of the Cranford Chamber
of Commerce.
81
Kevin M. McCloskey has served as Senior Vice President and Chief
Operating Officer since 2000. Prior to that time, Mr. McCloskey was the Vice
President and Chief Operating Officer for Lakeview Savings Bank. Mr. McCloskey
is a Board member and Treasurer of the YMCA of Eastern Union County, a member of
the Board of Trustees for Union County Economic Development Corporation and is a
Trustee of the Trinitas Health Foundation.
Kevin A. Wenthen has served as Senior Vice President and Chief
Administrative Officer since 1996 and as Secretary since 2002. Prior to joining
Synergy, Mr. Wenthen was the President and Chief Executive Officer of KAW
Marketing, Inc. and, prior to that, Vice President of Planning for Chemical Bank
New Jersey, NA.
Ralph A. Fernandez has served as Senior Vice President and Chief
Financial Officer for the Company and the Bank since January, 2004. He
previously served the Company and Bank as Vice President and Chief Financial
Officer since 2000, after joining the Bank as Vice President of Finance in 1999.
Prior to that time, Mr. Fernandez was a regional executive policy committee
member, a senior examiner and a senior analyst for the Office of Thrift
Supervision.
Audit Committee
The Audit Committee consists of Directors Gibbons (Chair), Davis,
Putvinski and Stender. All members of the Audit Committee are independent under
the rules of the NASDAQ stock market. The Board of Directors has determined that
Mr. Putvinski is an Audit Committee Financial Expert within the meaning of the
regulations of the Securities and Exchange Commission. The Board of Directors
has adopted a written charter for the Audit Committee. The Audit Committee
typically meets every other month with the internal auditor and periodically as
needed with the external auditors. Its main responsibilities include oversight
of the internal and external auditors and monitoring of management and staff
compliance with the Board's audit policies, and applicable laws and regulations.
Code of Ethics
The Company has adopted a Code of Ethics that applies to its principal
executive officer, principal financial officer, principal accounting officer or
controller or persons performing similar functions. The Company's Code of Ethics
will be provided without charge upon request to the Corporate Secretary, Synergy
Financial Group, Inc., 310 North Avenue East, Cranford, New Jersey 07016.
Item 11. Executive Compensation
- -------------------------------
Compensation of Directors
Board Fees. For the year ended December 31, 2004, each director was
paid an annual retainer of $6,000, which is paid in monthly installments of
$500, a fee of $1,500 per Board meeting and a fee of $300 per committee meeting
for each such meeting attended. The Chairman received an additional annual fee
of $3,000. The total compensation paid to the directors for the year ended
December 31, 2004 was $229,200. Directors who also serve as employees of the
Bank do not receive compensation as directors.
2004 Stock Awards
- -----------------
2004 Stock Option Plan. Directors and officers were awarded options to
purchase shares of common stock on August 31, 2004, the date of stockholder
approval of the Synergy Financial Group, Inc. 2004 Stock Option Plan, at an
exercise price equal to the fair market value of the Common Stock on that date.
Each non-employee director was awarded 26,384 options. President and Chief
Executive Officer
82
Fiore was awarded 175,897 options. Officers McCloskey, Wenthen and Fernandez
were each awarded 63,200 options. These options are first exercisable at a rate
of 20% one year after the date of grant and 20% annually thereafter during such
period of service as an employee, director or director emeritus. Upon
disability, death, or a change in control, such awards become 100% exercisable.
The exercise price is $10.15.
2004 Restricted Stock Plan. Directors and officers were awarded shares
of restricted stock on August 31, 2004, the date of stockholder approval of the
Synergy Financial Group, Inc. 2004 Restricted Stock Plan. Each non-employee
director was awarded 10,553 shares of restricted stock. President and Chief
Executive Officer Fiore was awarded 70,359 shares of restricted stock. Officers
McCloskey, Wenthen and Fernandez were each awarded 25,000 shares of restricted
stock. Restricted stock awards are earned at the rate of 20% one year after the
date of grant and 20% annually thereafter during periods of service as an
employee, director or director emeritus. All awards become immediately 100%
vested upon death, disability, or termination of service following a change in
control. The 2004 Restricted Stock Plan intends to continue to make stock
purchases in the open market from time to time to fund such plan.
Executive Compensation
Summary Compensation Table. The following table sets forth the
compensation awarded to or earned by the Company's President and Chief Executive
Officer and certain other executive officers for the years shown. No other
executive officer received a total annual salary and bonus in excess of $100,000
during the reporting period.
Annual Compensation(1) Long Term Compensation Awards
-----------------------------------------------------
Restricted Securities All
Fiscal Stock Underlying Other
Name and Principal Position Year Salary Bonus Award(s) ($)(2) Options/SARs(#)(3) Compensation
---- ------ ----- --------------- ------------------ ------------
John S. Fiore, 2004 $288,086 $136,841 $714,144 175,897 $42,510(4)
President and Chief 2003 220,450 78,260 293,480 152,743 60,953
Executive Officer 2002 204,120 205,140 - - 57,868
Kevin M. McCloskey, 2004 $161,000 $ 76,475 $253,750 63,200 $24,815(5)
Senior Vice President and 2003 140,000 42,700 133,114 74,462 39,333
Chief Operating Officer 2002 130,000 124,150 - - 27,449
Kevin A. Wenthen, 2004 $148,500 $ 70,538 $253,750 63,200 $23,165(6)
Senior Vice President and 2003 135,000 41,175 133,114 74,462 37,896
Chief Administrative Officer 2002 125,000 119,375 - - 26,420
Ralph A. Fernandez, 2004 $125,000 $ 59,375 $253,750 63,200 $19,063(7)
Senior Vice President and 2003 105,000 32,025 133,114 74,462 29,465
Chief Financial Officer 2002 95,000 90,725 - - 20,099
(1) All compensation set forth in the table, other than awards under the 2004
and 2003 Stock Option Plans and the 2004 and 2003 Restricted Stock Plans, was
paid by the Bank
(2) Represents the award of 70,359 shares of restricted stock during 2004 and
52,532 shares of restricted stock during 2003 to Mr. Fiore and 25,000 shares of
restricted stock during 2004 and 23,827 shares of restricted stock during 2003
to each of Messrs. McCloskey, Wenthen and Fernandez under the 2004 Restricted
Stock Plan and the 2003 Restricted Stock Plan, based upon the last reported
sales price for the common stock as reported on the NASDAQ National Market
System on August 31, 2004 and on the OTC Electronic Bulletin Board on April 22,
2003, the date of each award. These awards vest at the rate of 20% per year,
beginning on the first anniversary date of the grant. Dividend rights associated
with the restricted stock are accrued and held in arrears to be paid at the time
the shares vest. As of December 31, 2004, 10,506 shares had vested for Mr. Fiore
and 4,765 shares had vested for each of Messrs. McCloskey, Wenthen and
Fernandez. The value of the restricted shares held by Mr. Fiore
83
was $1,651,655 and the value of the restricted shares held by each of Messrs.
McCloskey, Wenthen and Fernandez was $656,235.
(3) Mr. Fiore was awarded 175,897 options during 2004 and 152,743 options during
2003 and Messrs. McCloskey, Wenthen and Fernandez were each awarded 63,200
options during 2004 and 74,462 options during 2003. The options awarded during
2004 were at the exercise price of $10.15, equal to the fair market value of the
Common Stock on August 31, 2004, the date of the award, and the options awarded
during 2003 were at the exercise price of $5.5867 per share, equal to the fair
market value of the Common Stock on April 22, 2003, the date of the award. The
number of options and the exercise price for the 2003 awards have been adjusted
for the exchange ratio in connection with the second-step conversion completed
in January 2004.
(4) For 2004, includes the Bank's contribution under the individual's
Supplemental Executive Retirement Plan of $28,400, the Bank's contribution to
the individual's account under a 401(k) Plan of $13,000 and $1,110 for a term
life insurance premium. The amount does not include the award of shares under
the ESOP program for 2004, as this information was not available at the time
this report was produced.
(5) For 2004, includes the Bank's contribution under the individual's
Supplemental Executive Retirement Plan of $16,100, the Bank's contribution to
the individual's account under a 401(k) Plan of $8,050 and $665 for a term life
insurance premium. The amount does not include the award of shares under the
ESOP program for 2004, as this information was not available at the time this
report was produced.
(6) For 2004, includes the Bank's contribution under the individual's
Supplemental Executive Retirement Plan of $14,850, the Bank's contribution to
the individual's account under a 401(k) Plan of $7,425 and $890 for a term life
insurance premium. The amount does not include the award of shares under the
ESOP program for 2004, as this information was not available at the time this
report was produced.
(7) For 2004, includes the Bank's contribution under the individual's
Supplemental Executive Retirement Plan of $12,500, the Bank's contribution to
the individual's account under a 401(k) Plan of $6,250 and $313 for a term life
insurance premium. The amount does not include the award of shares under the
ESOP program for 2004, as this information was not available at the time this
report was produced.
The following table sets forth information concerning options granted
under the 2004 Stock Option Plan during the year ended December 31, 2004.
POTENTIAL REALIZABLE
VALUE AT ASSUMED
OPTION GRANTS IN 2004 FISCAL YEAR ANNUAL RATES OF STOCK
--------------------------------- PRICE APPRECIATION FOR
INDIVIDUAL GRANTS OPTION TERM
------------------------------------------------------------ ------------------------------
PERCENT OF
TOTAL OPTIONS
NUMBER GRANTED TO EXERCISE
OF OPTIONS EMPLOYEES IN PRICE EXPIRATION
NAME GRANTED FISCAL YEAR ($/SHARE) DATE 5% ($) 10% ($)
---- ------- ----------- --------- ---- ------ -------
John S. Fiore 175,897 36% $10.15 8/31/14 1,122,223 2,846,013
Kevin M. McCloskey 63,200 13% $10.15 8/31/14 403,216 1,022,576
Kevin A. Wenthen 63,200 13% $10.15 8/31/14 403,216 1,022,576
Ralph A. Fernandez 63,200 13% $10.15 8/31/14 403,216 1,022,576
84
The following table sets forth information concerning options held as
of December 31, 2004.
Aggregated Option Exercises in 2004 Fiscal Year and Fiscal Year End Option Values
---------------------------------------------------------------------------------
Value of
Shares Number of Options In-the-money Options
Acquired On Value At Fiscal Year-end (#) At Fiscal Year-end ($)
Name Exercise (#) Realized ($) Exercisable/Unexercisable Exercisable/Unexercisable (1)
---- ------------ ------------ ------------------------- -----------------------------
John S. Fiore - - 30,548 / 298,092 $239,903 / $1,538,336
Kevin M. McCloskey - - 14,892 / 122,770 $116,951 / $ 675,749
Kevin A. Wenthen - - 14,892 / 122,770 $116,951 / $ 675,749
Ralph A. Fernandez - - 14,892 / 122,770 $116,951 / $ 675,749
Employment Agreements. The Bank has entered into an employment
agreement with Mr. Fiore. Mr. Fiore's base salary under the employment agreement
for the year ended December 31, 2004 was $288,086. Mr. Fiore's employment
agreement has a term of three years and may be terminated by the Bank for
"cause" as defined in the agreement. If the Bank terminates Mr. Fiore's
employment without just cause, he will be entitled to a continuation of his
salary from the date of termination through the remaining term of the agreement.
The employment agreement contains a provision stating that after Mr. Fiore's
employment is terminated in connection with any change in control, he will be
paid a lump sum amount equal to 2.99 times his base salary and the highest rate
of bonus awarded to him during the three years prior to such termination. If
payment had been made under the agreement as of December 31, 2004, the payment
to Mr. Fiore would have equaled approximately $1,463,200. In addition, the Board
has entered into Change in Control Severance Agreements with executive officers
McCloskey, Wenthen and Fernandez. Under such agreements, if their employment is
terminated within eighteen months of a change in control of the Bank, such
individuals would receive severance benefits equal to approximately three times
their average annual compensation. At December 31, 2004, such payments would
have equaled approximately $739,900, $681,400 and $611,300, respectively, upon
termination following a change in control. All payments to be made under these
agreements shall be reduced as may be necessary so that such payments will not
exceed the tax deductible limits under Section 280G of the Code.
Supplemental Executive Retirement Plan. Synergy Bank established a
Supplemental Executive Retirement Plan ("SERP") for the benefit of John S.
Fiore, President and Chief Executive Officer in April, 1999. Under the terms of
the SERP, the Bank accrued an annual expense that was projected to furnish Mr.
Fiore an annual pension benefit upon retirement at age 60 of $102,366 per year
for a period of fifteen years. On December 16, 2004, the Board terminated this
SERP agreement, and paid the accrued plan assets of $48,481.24 to Mr. Fiore. A
new SERP agreement was subsequently adopted with an effective date of January 1,
2005. The new SERP will provide benefits to Mr. Fiore in an amount equal to 70%
of his final salary upon retirement at age 60, payable for life, reduced by the
projected value of benefits payable to Mr. Fiore, as follows: (i) 50% of the
estimated benefits from the Federal Social Security system; (ii) the account
value from the 401(k) Savings Plan attributable to any Company contributions or
matching contributions; (iii) the account value from the ESOP; (iv) the account
value from any other Code Section 401(a) tax-qualified retirement plans of the
Company or its affiliates that are implemented at any time after the SERP
effective date; and (v) the account value from the ESOP benefits equalization
plan. The minimum benefit under the new SERP will be an annual benefit of
$102,366 upon retirement at age 60 for life, but in no event for a period of
less than 15 years.
85
Under the terms of the new SERP, the Bank will determine annually the
projected future benefits and set aside an annual accrual as determined
necessary in accordance with generally accepted accounting principles.
On January 1, 2002, the Bank adopted a SERP for the benefit of
executive officers McCloskey, Wenthen and Fernandez. This plan requires an
annual accrual equal to ten percent of each participant's base salary to be
credited to the plan reserve. Plan reserves earned interest at an annual rate
equal to the greater of the Bank's cost of funds or 4%. The accumulated deferred
compensation account for each executive officer was to be payable to each
participant at anytime following termination of employment after three years
following the SERP's implementation, the death or disability of the executive
officer or termination of employment following a change in control of Synergy
Bank, whereby Synergy Bank or Synergy Financial Group, Inc. is not the resulting
entity. In December, 2004 the Board of Directors adopted a plan amendment that
adjusted the plan reserves annual earnings rate to The Wall Street Journal
"prime rate" plus 100 basis points, with a minimum rate of 4% and a maximum rate
of 10%. The amendment also provides participants the ability to request that
plan assets be invested in Synergy Financial Group, Inc. common stock. The
effective date of this amendment is January 1, 2005.
Deferred Compensation Plan. The Bank sponsors a Deferred Compensation
Plan that permits directors and officers to defer the receipt of compensation
until a future date. Such deferred sums earn interest earnings at The Wall
Street Journal "prime rate" plus 100 basis points, with a minimum of 4% and a
maximum of 10%. Alternatively, such deferred amounts may be directed for
investment in Company stock. Deferred sums are recognized as a financial
reporting expense at the time of deferral. Generally, payments under the plan
will be taxable to each participant at the time of receipt of such payment, and
the Company will recognize a tax-deductible compensation expense at such time.
Benefits Equalization Plan. The Board of Directors of the Company
adopted the Synergy Financial Group, Inc. Retirement Benefits Equalization Plan
("BEP") effective as of January 1, 2005. The BEP provides the participating
executives with the same level of benefits that all other employees are eligible
to receive under the Company's ESOP and 401(k) Savings Plan without regard to
the limitations on levels of compensation and annual benefits imposed under
Sections 401(a)(17) and 415 of the Internal Revenue Code. Specifically, the BEP
provides benefits to officers that cannot be provided under the ESOP and the
401(k) Savings Plan as a result of limitations imposed by Sections 401(a)(17)
and 415 of the Internal Revenue Code, but that would have been provided under
the ESOP and the 401(k) Savings Plan, but for these Internal Revenue Code
limitations. For example, this BEP provides participants with a benefit for any
compensation that they may earn in excess of $205,000 per year (as indexed)
comparable to the benefits earned by all participants under the ESOP and the
401(k) Savings Plan for compensation earned below that level. The actual value
of benefits under the BEP and the annual financial reporting expense associated
with the BEP will be calculated annually based upon a variety of factors,
including the actual value of benefits for participants determined under the
ESOP and the 401(k) Savings Plan each year, the applicable limitations under the
Internal Revenue Code that are subject to adjustment annually and the salary of
each participant at such time. Generally, benefits under the BEP will be taxable
to each participant at the time of receipt of such payment, and the Company will
recognize a tax-deductible compensation expense at such time.
Split Dollar Life Insurance Agreement. In addition, the Board of
Directors of the Bank also approved an amendment to the Life Insurance Agreement
between the Bank and John S. Fiore, President and Chief Executive Officer, which
shall provide a death benefit payable to Mr. Fiore's beneficiaries of $2.0
million. The prior arrangement provided for a reduction of such death benefit
following retirement after age 60.
86
Compensation Committee Report On Executive Compensation
The Compensation Committee (the "Committee") has furnished the
following report on executive compensation:
Under the supervision of the Board of Directors, the Company has
developed and implemented compensation policies, plans and programs which seek
to enhance the profitability of the Company, and thus shareholder value, by
aligning closely the financial interests of the Company's employees, including
its Chief Executive Officer ("CEO"), Chairman and other senior management, with
the interests of its shareholders. All members of the Compensation Committee are
independent directors.
Compensation Philosophy and Strategy. The executive compensation
program of the Company is designed to:
o Support a pay-for-performance policy that differentiates compensation
based on corporate and individual performance;
o Motivate employees to assume increased responsibility and reward them
for their achievement;
o Provide compensation opportunities that are comparable to those
offered by other leading companies, allowing the Company to compete
for and retain top quality, dedicated executives who are critical to
the Company's long-term success; and
o Align the interests of executives with the long-term interests of
shareholders through award opportunities that can result in ownership
of Common Stock.
At present, the executive compensation program is comprised of salary,
annual cash incentive opportunities, long-term incentive opportunities in the
form of stock options, and miscellaneous benefits typically offered to
executives in comparable corporations. The Committee considers the total
compensation (earned or potentially available) in establishing each element of
compensation so that total compensation paid is competitive with the market
place, based on an independent consultant's survey of salary competitiveness of
other financial institutions. The Committee is advised periodically by
independent compensation consultants concerning salary competitiveness.
As an executive's level of responsibility increases, a greater portion
of his or her potential total compensation opportunity is based on Company
performance incentives rather than on salary. Reliance on Company performance
causes greater variability in the individual's total compensation from year to
year. By varying annual and long-term compensation and basing both on corporate
performance, the Company believes executive officers are encouraged to continue
focusing on building profitability and shareholder value. The mix of annual and
long-term compensation was set subjectively. In determining the mix, the
Committee balanced rewards for past corporate performance with incentives for
future corporate performance improvement.
Base Salary. Annual base salaries for all executive officers are
generally set at competitive levels. The salary ranges for each position are
determined by evaluating the responsibilities and accountabilities of the
position and comparing it with other executive officer positions in the market
place on an annual basis. The base salary of each executive officer, including
the President and Chief Executive Officer, is reviewed annually and adjusted
within the position range based upon a performance evaluation.
87
Long-term Incentive Compensation. The Company relies to a large degree
on annual and longer term incentive compensation to attract and retain corporate
officers and other employees and to motivate them to perform to the full extent
of their abilities. The long-term incentive compensation includes restricted
stock awards and stock option awards. The Committee believes that issuing stock
options and other stock-based incentives to executives benefits the Company's
shareholders by encouraging and enabling executives to own stock of the Company,
thus aligning executive pay with shareholder interests.
Compensation of the Chief Executive Officer. Mr. Fiore has served as
President and Chief Executive Officer of the Company since its formation and as
President and Chief Executive Officer of the Bank since 1995. His salary for
2004 of $288,086 reflected the Board's assessment of compensation levels for the
industry. In addition, during 2004, Mr. Fiore was awarded stock options to
purchase 175,897 shares of common stock on August 31, 2004, the date of
stockholder approval of the Synergy Financial Group, Inc. 2004 Stock Option
Plan, at an exercise price equal to the fair market value of the Common Stock on
that date - $10.15. These options are first exercisable at a rate of 20% one
year after the date of grant and 20% annually thereafter during such period of
service as an employee, director or director emeritus. Upon disability, death,
or a change in control, such awards become 100% exercisable. Additionally, Mr.
Fiore was awarded 70,359 shares of restricted stock on August 31, 2004, the date
of stockholder approval of the Synergy Financial Group, Inc. 2004 Restricted
Stock Plan. Restricted stock awards are earned at the rate of 20% one year after
the date of grant and 20% annually thereafter during periods of service as an
employee, director or director emeritus. All awards become immediately 100%
vested upon death or disability or termination of service following a change in
control.
Compensation Committee: Kenneth S. Kasper (Chair), Magdalena M. De
Perez, Paul LaCorte and Albert N. Stender
Stock Performance Graph. Set forth below is a stock performance graph
comparing the cumulative total shareholder return on the Common Stock with (a)
the cumulative total shareholder return on stocks included in the NASDAQ Stock
Market index and (b) the cumulative total shareholder return on stocks included
in the SNL NASDAQ Thrift Index. The NASDAQ index was prepared by the Center for
Research in Security Prices (CRSP) at the University of Chicago, and the SNL
NASDAQ Thrift index was prepared by SNL Securities, LC, Charlottesville,
Virginia. The SNL Thrift Index includes all thrift institutions traded on
NASDAQ. The cumulative total return for both indices and for the Company is
computed with the reinvestment of dividends that were paid during the period and
assume the investment of $100 as of January 21, 2004 (the date the Company's
common stock began trading on the NASDAQ Stock Market following the closing of
the Company's second-step mutual-to-stock conversion on January 20, 2004). It is
assumed that the investment in the Company's common stock was made at the
initial public offering price of $10.00 per share.
88
[GRAPHIC OMITTED]
- ---------------------------------------- ------------ -----------
1/21/04 12/31/04
- ---------------------------------------- ------------ -----------
NASDAQ U.S. Market Index $100 $102
SNL NASDAQ Thrift Index 100 108
Synergy Financial Group, Inc. 100 135
- ---------------------------------------- ------------ -----------
There can be no assurance that the Company's future stock performance
will be the same or similar to the historical stock performance shown in the
graph above. The Company neither makes nor endorses any predictions as to stock
performance.
Compensation Committee Interlocks and Insider Participation. The
Compensation Committee of the Bank during the year ended December 31, 2004
consisted of Directors Kasper (Chair), De Perez, LaCorte and Stender. During the
year ended December 31, 2004, the Company had no "interlocking" relationships in
which (i) an executive officer of the Company served as a member of the
compensation committee of another entity, one of whose executive officers served
on the compensation committee of the Company; (ii) an executive officer of the
Company served as a director of another entity, one of whose executive officers
served on the compensation committee of the Company; and (iii) an executive
officer of the Company served as a member of the compensation committee of
another entity, one of whose executive officers served as a director of the
Company.
Item 12. Security Ownership of Certain Beneficial Owners and Management
- -----------------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
Persons and groups owning in excess of 5% of the outstanding shares of
Common Stock are required to file reports regarding such ownership pursuant to
the Securities Exchange Act of 1934, as amended. Other than as set forth in the
following table, management knows of no person or group that owns more than 5%
of the outstanding shares of Common Stock at February 28, 2005.
89
Percent of Shares
Amount and Nature of of Common Stock
Name and Address of Beneficial Owner Beneficial Ownership Outstanding
- ------------------------------------ -------------------- -----------
Synergy Financial Group, Inc.
Bank Employee Stock
Ownership Plan Trust (the "ESOP") 996,167(1) 8.0%
310 North Avenue East
Cranford, New Jersey 07016
Financial Edge Fund, L.P.
20 East Jefferson Avenue, Suite 22 773,558(2) 6.2%
Naperville, Illinois 60540
(1) These shares are held in a suspense account and are allocated among
participants annually on the basis of compensation as the ESOP debt is
repaid. The Board of Directors appointed all non-employee directors to
serve as ESOP Trustees and appointed John S. Fiore, President and
Chief Executive Officer, Kevin A. Wenthen, Senior Vice President, and
Janice L. Ritz, a Vice President of the Bank, as members of the ESOP
Plan Committee. The ESOP Trustees direct the vote of all unallocated
shares and shares allocated to participants if timely voting
directions are not received for such shares.
(2) As reported in an amended Form 13D filed by the beneficial owners with
the SEC on January 24, 2005.
(b) Security Ownership of Management
The following table sets forth the number and percentage of shares of
Common Stock beneficially owned by the directors and the executive officers of
the Company as of February 28, 2005.
Shares of
Common Stock Percent
Beneficially of
Name Owned(1) Class
-------- -----
Directors
Kenneth S. Kasper 53,089 (2)(3)(4) *
Nancy A. Davis 47,224 (2)(3) *
Magdalena M. De Perez 19,641 (2)(3) *
John S. Fiore 189,995 (5) 1.5%
David H. Gibbons, Jr. 56,663 (2)(3)(6) *
Paul T. LaCorte 36,224 (2)(3) *
George Putvinski 46,025 (2)(3)(7) *
W. Phillip Scott 32,521 (2)(3)(8) *
Albert N. Stender 54,530 (2)(3)(9) *
Executive Officers of the Company
Kevin M. McCloskey 216,630 (10)(11) 1.7%
Kevin A. Wenthen 74,124 (10) *
Ralph A. Fernandez 62,529 (12) *
All directors and executive 907,085 (13) 7.3%
officers of the Company as a
group (12 persons)
* Less than 1.0%.
90
(1) For Messrs. Fiore, McCloskey, Wenthen and Fernandez, includes shares
allocated to individual accounts under both the ESOP and the Synergy
Financial Group, Inc. 401(k) Savings Plan. An individual is considered
to beneficially own shares of Common Stock if he or she directly or
indirectly has or shares (1) voting power, which includes the power to
vote, or to direct the voting of, the shares; or (2) investment power,
which includes the power to dispose, or direct the disposition of, the
shares.
(2) Excludes 996,167 shares of Common Stock held under the ESOP over which
such individual, as an ESOP Trustee, exercises shared voting power.
Also excludes 408,055 shares of Common Stock held under the 2003 and
2004 Restricted Stock plans ("RSP") over which such individual, as an
RSP Trustee, exercises shared voting power.
(3) Includes 4,627 shares of Common Stock which may be acquired pursuant
to the exercise of options that become exercisable within 60 days of
February 28, 2005. Includes 1,582 shares of Common Stock under the RSP
which will vest on April 22, 2005.
(4) Includes 31,537 shares owned by Mr. Kasper's wife, which Mr. Kasper
may be deemed to beneficially own.
(5) Includes 30,548 shares of Common Stock which may be acquired pursuant
to the exercise of options that become exercisable within 60 days of
February 28, 2005. Includes 10,506 shares of Common Stock under the
RSP which will vest on April 22, 2005. Includes 26,061 shares owned by
Mr. Fiore's wife, which Mr. Fiore may be deemed to beneficially own.
(6) Includes 2,457 shares owned by Mr. Gibbon's wife, which Mr. Gibbons
may be deemed to beneficially own.
(7) Includes 14,892 shares owned by Mr. Putvinski's wife, which Mr.
Putvinski may be deemed to beneficially own.
(8) Includes 930 shares owned by Mr. Scott's wife and 3,723 shares held in
trust for a minor child, which Mr. Scott may be deemed to beneficially
own.
(9) Includes 38,763 shares owned by Mr. Stender's wife, which Mr. Stender
may be deemed to beneficially own.
(10) Includes 14,892 shares of Common Stock which may be acquired pursuant
to the exercise of options that become exercisable within 60 days of
February 28, 2005. Includes 4,765 shares of Common Stock under the RSP
which will vest on April 22, 2005.
(11) Includes 18,615 shares held by the Kevin McCloskey Family, LLC for
which Mr. McCloskey maintains voting control but maintains less than
5% ownership.
(12) Includes 744 shares held in trust for minor children, which Mr.
Fernandez may be deemed to beneficially own.
(13) Includes shares of Common Stock held directly as well as by spouses or
minor children, in trust and other indirect ownership. Excludes shares
held by the ESOP (other than shares allocated to executive officers of
the Company) over which directors, as ESOP Trustees, exercise shared
voting power. Also excludes shares of Common Stock held under the RSP
over which directors, as RSP Trustees, exercise shared voting power.
(c) Changes in Control
Management of the Registrant knows of no arrangements, including any
pledge by any person of securities of the Registrant, the operation of which may
at a subsequent date result in a change in control of the Registrant.
(d) Securities Authorized for Issuance under Equity Compensation Plans
Set forth below is information as of December 31, 2004 with respect to
compensation plans under which equity securities of the Registrant are
authorized for issuance.
91
Equity Compensation Plan Information
-------------------------------------------------------------------------------
(A) (B) (C)
Number of Securities
Number of Securities Weighted-average Remaining Available for
to be Issued Upon Exercise Price of Future Issuance Under
Exercise of Outstanding Equity Compensation
Outstanding Options, Options, Warrants Plans (Excluding Securities
Warrants and Rights and Rights Reflected in Column (A))
------------------- ---------- ------------------------
EQUITY COMPENSATION PLANS
APPROVED BY SHAREHOLDERS:
2004 Stock Option Plan.......... 703,591 $ 10.15 -
2003 Stock Option Plan.......... 617,086 $5.5867 -
2004 Restricted Stock Plan(1)... N/A N/A -
2003 Restricted Stock Plan (1).. N/A N/A -
EQUITY COMPENSATION PLANS NOT
APPROVED BY SHAREHOLDERS:
Not applicable.................. - - -
--------- ------- ----
TOTAL........................... 1,320,677 $ 8.02 -
=========
(1) Restricted stock awards of 485,150 shares have been granted. Such
awards are earned at the rate of 20% one year after the date of the grant
and 20% annually thereafter.
Item 13. Certain Relationships and Related Transactions
- -------------------------------------------------------
No directors, officers or their immediate family members were engaged
in transactions with the Company or any subsidiary involving more than $60,000
(other than loans with the Bank) during the two years ended December 31, 2004.
The Bank, like many financial institutions, has followed the policy of
offering residential mortgage loans for the financing of personal residences and
consumer loans to its officers, directors and employees. Loans are made in the
ordinary course of business and are also made on substantially the same terms
and conditions, other than a 1% discount on eligible loans for employees on the
interest rate paid while the person remains an employee, as those of comparable
transactions prevailing at the time with other persons, and do not include more
than the normal risk of collectibility or present other unfavorable features. As
of December 31, 2004, all loans outstanding to all directors, nominees and
executive officers, and the affiliates of such persons, were current and
performing in accordance with their terms.
Item 14. Principal Accounting Fees and Services
- -----------------------------------------------
Effective July 30, 2002, the Securities and Exchange Act of 1934 was
amended by the Sarbanes-Oxley Act of 2002 to require all auditing services and
non-audit services provided by an issuer's independent auditor to be
pre-approved by the issuer's audit committee. The Company's Audit Committee has
adopted a policy of approving all audit and non-audit services prior to the
service being rendered. All of the services listed below for 2003 and 2004 were
approved by the Audit Committee prior to the service being rendered.
Audit Fees. The aggregate fees billed by Grant Thornton LLP for
professional services rendered for the audit of the Company's annual
consolidated financial statements and for the review of the consolidated
financial statements included in the Company's Quarterly Reports on Form 10-Q
for the fiscal years ended December 31, 2004 and 2003 were $173,463 and $78,489,
respectively.
Audit Related Fees. The aggregate fees billed by Grant Thornton LLP for
assurance and related services related to the audit of the annual financial
statements and to the review of the quarterly financial statements for the years
ended December 31, 2004 and 2003 were $8,750 and $123,085, respectively and for
2003 consisted of services in connection with the Company's second-step stock
offering completed on January 20, 2004 and for 2004 consisted of services in
connection with a Form S-8 registration statement filed by the Company related
to the 2004 Stock Option Plan.
92
Tax Fees. The aggregate fees billed by Grant Thornton LLP for
professional services rendered for tax compliance, tax advice or tax planning
for the years ended December 31, 2004 and 2003 were $20,000 and $25,132,
respectively.
All Other Fees. The aggregate fees billed by Grant Thornton LLP for
professional services rendered for services or products other than those listed
under the captions "Audit Fees," "Audit-Related Fees" and "Tax Fees" for the
years ended December 31, 2004 and 2003 were $0 and $1,000, respectively, and
consisted of services in connection with the Company's second-step stock
offering completed on January 20, 2004.
Item 15. Exhibits and Financial Statement Schedules
(a) Listed below are all financial statements and exhibits filed as
part of this report.
1. The consolidated statements of financial condition as of December 31, 2004
and 2003 and the related consolidated statements of income, changes in
stockholders' equity, and cash flows for the three years ended December 31,
2004, together with the related notes and the report of independent certified
public accountants.
2. There are no financial statement schedules required to be filed.
3. The following exhibits are included in this Report or incorporated herein by
reference:
(a) List of Exhibits:
3(i) Certificate of Incorporation of Synergy Financial Group, Inc.*
3(ii) Bylaws of Synergy Financial Group, Inc.*
4 Specimen Stock Certificate of Synergy Financial Group, Inc.*
10.1 Employment Agreement between Synergy Bank and John S. Fiore**
10.2 Supplemental Executive Retirement Income Agreement for John S.
Fiore
10.3 Synergy Federal Savings Bank Supplemental Executive Retirement
Plan for the Benefit of Senior Officers**
10.4 Synergy Financial Group, Inc. 2003 Restricted Stock Plan***
10.5 Synergy Financial Group, Inc. 2003 Stock Option Plan***
10.6 Change in Control Severance Agreement between Synergy Bank and
Kevin M. McCloskey*
10.7 Change in Control Severance Agreement between Synergy Bank and
Kevin A. Wenthen*
10.8 Change in Control Severance Agreement between Synergy Bank and
Ralph A. Fernandez*
10.9 Directors Change in Control Plan*
10.10 Synergy Financial Group, Inc. 2004 Restricted Stock Plan****
10.11 Synergy Financial Group, Inc. 2004 Stock Option Plan****
21 Subsidiaries of the Company
23 Consent of Grant Thornton LLP
31 Certification pursuant to Section 302 of the Sarbanes-Oxley Act
of 2002
32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act
of 2002
93
* Incorporated by reference to the Company's Registration
Statement on Form S-1 (File No. 333-108884 filed with the
SEC on September 17, 2003)
** Incorporated by reference to the Company's Registration
Statement on Form SB-2 (File No. 333-89384filed with the SEC
on May 30, 2002). Synergy Bank changed its name from Synergy
Federal Savings Bank after these agreements were entered
into.
*** Incorporated by reference to the Definitive Proxy Statement
of Synergy Financial Group, Inc. for the 2003 Annual Meeting
of Stockholders (File No. 00049980; filed with the SEC on
March 18, 2003)
**** Incorporated by reference to the Definitive Proxy Statement
of Synergy Financial Group, Inc. for the 2004 Annual Meeting
of Stockholders (File No. 00050467; filed with the SEC on
July 19, 2004.
94
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, as amended, the registrant has duly caused this report to
be signed on its behalf by the undersigned, thereunto duly authorized as of
March 16, 2005.
SYNERGY FINANCIAL GROUP, INC.
By: /s/John S. Fiore
-------------------------------------
John S. Fiore
President and Chief Executive Officer
(Duly Authorized Representative)
Pursuant to the requirement of the Securities Exchange Act of 1934, as
amended, this report has been signed below by the following persons on behalf of
the registrant and in the capacities indicated as of March 16, 2005.
/s/Kenneth S. Kasper /s/John S. Fiore
- ------------------------------ -------------------------
Kenneth S. Kasper John S. Fiore
Chairman and Director President, Chief Executive Officer and
Director (Principal Executive Officer)
/s/Ralph A. Fernandez /s/Paul T. LaCorte
- ------------------------------ -------------------------
Ralph A. Fernandez Paul T. LaCorte
Senior Vice President and Chief Financial Officer Director
(Principal Financial and Accounting Officer)
/s/Nancy A. Davis /s/George Putvinski
- ------------------------------ -------------------------
Nancy A. Davis George Putvinski
Director Director
/s/W.Phillip Scott /s/Albert N. Stender
- ------------------------------ -------------------------
W. Phillip Scott Albert N. Stender
Director Director
/s/David H. Gibbons, Jr. /s/Magdalena M. De Perez
- ------------------------------ ------------------------
David H. Gibbons, Jr. Magdalena M. De Perez
Director Director
95