Attached files
| file | filename |
|---|---|
| EX-10.4 - OTS STIPULATION AND CONSENT - WATERSTONE FINANCIAL INC | form104otsstipulation.htm |
| EX-10.2 - FDIC/DFI STIPULATION AND CONSENT - WATERSTONE FINANCIAL INC | form102fdicstipulation.htm |
| EX-10.1 - FDIC/DFI CONSENT ORDER - WATERSTONE FINANCIAL INC | form101fdicconsentorder.htm |
| EX-10.3 - OTS ORDER TO C & D - WATERSTONE FINANCIAL INC | form103otscease.htm |
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
WASHINGTON,
D.C. 20549
Form
8-K
CURRENT
REPORT
Pursuant
to Section 13 or 15(d) of the Securities Exchange Act of 1934
Date of
Report (Date of Earliest Event
Reported): November
27, 2009
Waterstone Financial,
Inc.
(Exact name of registrant as
specified in its charter)
|
Federally Chartered
Corporation
|
000-51507
|
20-3598485
|
||
|
(State or other jurisdiction of
incorporation)
|
(Commission File Number)
|
(I.R.S. Employer Identification
No.)
|
||
|
11200 W Plank Ct, Wauwatosa,
Wisconsin
|
53226
|
|||
|
(Address of principal executive
offices)
|
(Zip
Code)
|
Registrant’s
telephone number, including area
code: 414-761-1000
| Not Applicable |
| Former name or former address, if changed since last report |
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provision:
[ ]
Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
[ ]
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.
14a-12)
[ ]
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
[ ]
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240. 13e-4(c))
Item
1.01 Entry into a Material Definitive Agreement.
On
November 25, 2009, pursuant to a Stipulation and Consent to the Issuance of a
Consent Order (“Stipulations”), WaterStone Bank agreed to the issuance of a
Consent Order (“Orders”) to be issued jointly by the Federal Deposit Insurance
Corporation (“FDIC”) and the Wisconsin Department of Financial Institutions
(“WDFI”), the Bank’s primary banking regulators. At the same time,
pursuant to a Stipulation and Consent to Issuance of Order to Cease and Desist
(“Stipulations”), Waterstone Financial, Inc. agreed to the issuance of on Order
to Cease and Desist (“Orders”) to be issued by the Office of Thrift Supervision
(“OTS”), the Company’s thrift holding company regulator.
The
Orders formalize a prior informal agreement entered into by the Bank, the FDIC
and the WDFI in 2008. The Bank and its federal and state regulators
have been working in concert for the past two years to minimize the effects that
the current economic recession is having on the Bank and its
borrowers. The Orders require, among other things, that the Bank
maintain minimum Tier 1 capital of 8.5% of total average assets and minimum
total risk-based capital of 12.0% of risk-weighted assets. Failure to
comply with the Orders could result in additional enforcement actions by the
FDIC, the WDFI or the OTS. Compliance with the Orders may have
adverse effects on the operations and financial condition of the Company and the
Bank.
The
foregoing description of the Orders is qualified in its entirety by reference
thereto, copies of which are attached to this Current Report on Form 8-K as
Exhibits 10.1 and 10.3 and are incorporated herein by
reference. Also, the Stipulations are attached to this Current Report
on Form 8-K as Exhibits 10.2 and 10.4 and are incorporated herein by
reference.
On
November 27, 2009, the Company issued a press release announcing, among other
things, the issuance of the Orders. A copy of the press release is
attached hereto as Exhibit 99.1 and incorporated herein by
reference.
(d)
Exhibits
Exhibit
No. Description
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant has
duly caused this report to be signed on its behalf by the undersigned hereunto
duly authorized.
Waterstone Financial, Inc.
November
27,
2009 By: Richard
C. Larson
Name: Richard C. Larson
Title: Chief Financial Officer
Waterstone
Financial, Inc. Announces Consent Order with Regulators.
WAUWATOSA,
WI – 11/27/2009– Waterstone Financial, Inc. (NASDAQ: WSBF), holding company of
WaterStone Bank, SSB, announced today that the bank has agreed to the issuance
of a Consent Order to be jointly issued by federal and state banking
regulators which formalizes our commitment to provide the communities we serve
with a well-managed bank supported by strong capital reserves and competitively
priced deposit and loan products. This Consent Order formalizes a
prior informal agreement entered into by the Bank, the FDIC and the WDFI in
2008. The Bank and its federal and state regulators have been working
in concert for the past two years to minimize the effects that the current
economic recession is having on the Bank and its borrowers.
Over the
past 24 months, WaterStone Bank has been working aggressively to manage the
problem loans in our portfolio by devoting significant human, technical and
financial resources to address them. In addition, over the past three
years, we have strengthened our loan origination and credit administration
practices to better ensure that our loan portfolio consists of well-underwritten
loans to qualified applicants. During 2009, we have focused our
strategic plan on, and succeeded in, preserving capital, improving our
liquidity, managing the problem loans in our portfolio, managing costs, and
maintaining a strong, profitable customer base. Our achievements are
outlined in detail by the following points:
1) The
Bank has capital reserves of $165,000,000 as of September 30, 2009, resulting in
a tier-one capital ratio of 8.69%, and capital reserves plus allowance for loan
and lease losses of $182,000,000, resulting in a total risk-based capital ratio
of 13.86%, both well in excess of the levels that the FDIC considers to be “well
capitalized”. The following chart compares the Bank’s capital levels
to various regulatory measures.
2) We
have enhanced our liquidity by increasing our cash and cash equivalents from $24
million on December 31, 2008 to $95 million on September 30, 2009. A
chart depicting the improvement in our liquidity position from December 31, 2008
to September 30, 2009, follows.
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3) Our
non-performing loans (90 days or more past due) have declined by 6% during the
six months ended September 30, 2009. Our delinquent loans as a
percentage of total loans have decreased from 9.36% on December 31, 2008 to
7.41% on September 30, 2009. More significantly, our performing
delinquent loans, or those loans that are 30-89 days past due, have declined by
40.5% from December 31, 2008 through September 30, 2009. A chart
detailing these improvements is shown below.
4) While
the Bank has incurred losses resulting from problem loans, our adjusted pre-tax
operating income (our income before taxes, loan losses, FDIC insurance premiums
and expenses related to real estate acquired in foreclosure) continues to
improve. For the period of January 1, 2009 through September 30,
2009, our operating profits were $18,000,000, an increase of 35% over the same
period in 2008 and an increase of 67% over the same period in
2007. The trend in improving operating results reflects the strength
of our current lending, deposit gathering and expense control
practices.
The
Consent Order to be issued jointly by the FDIC and the Wisconsin Department
of Financial Institutions has three primary requirements. WaterStone
Bank has agreed to: (a) perform a management study to confirm our
belief that the bank is a well managed institution; (b) maintain our tier-one
capital and our total risk-based capital ratios at or above 8.5% and 12%
respectively (“tier-one capital” and “total risk-based capital” are regulatory
capital measures; as of September 30, 2009, our tier-one capital ratio of 8.69%
and total risk-based capital ratio of 13.86% qualify us as “well capitalized”
under FDIC regulation, the highest regulatory classification); and (c) continue
to aggressively manage our bad loans and real estate acquired in foreclosure and
enhance our credit administration practices.
Doug
Gordon, WaterStone Bank CEO stated, “With our capital strength, strong
liquidity, and deposits insured to the maximum level provided by the FDIC, we
will continue to offer a full array of competitively priced deposit products,
loans to all qualified applicants, and the high level of customer service the
communities we serve are accustomed to.”
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