Attached files
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10-K - FORM 10-K - Beneficial Mutual Bancorp Inc | c13905e10vk.htm |
EX-31.1 - EXHIBIT 31.1 - Beneficial Mutual Bancorp Inc | c13905exv31w1.htm |
EX-31.2 - EXHIBIT 31.2 - Beneficial Mutual Bancorp Inc | c13905exv31w2.htm |
EX-32.0 - EXHIBIT 32.0 - Beneficial Mutual Bancorp Inc | c13905exv32w0.htm |
EX-23.1 - EXHIBIT 23.1 - Beneficial Mutual Bancorp Inc | c13905exv23w1.htm |
Exhibit 13.0
SELECTED CONSOLIDATED FINANCIAL AND OTHER DATA
At and For the Year Ended December 31, | ||||||||||||||||||||
(Dollars in thousands, except per share amounts) | 2010 | 2009 | 2008 | 2007(1) | 2006 | |||||||||||||||
Financial Condition Data: |
||||||||||||||||||||
Total assets |
$ | 4,929,785 | $ | 4,673,680 | $ | 4,002,050 | $ | 3,557,818 | $ | 2,300,219 | ||||||||||
Cash and cash equivalents |
90,299 | 179,701 | 44,389 | 58,327 | 21,074 | |||||||||||||||
Trading securities |
6,316 | 31,825 | | | | |||||||||||||||
Investment securities available-for-sale |
1,565,235 | 1,315,174 | 1,142,154 | 968,609 | 348,484 | |||||||||||||||
Investment securities held-to-maturity |
86,609 | 48,009 | 76,014 | 111,986 | 130,357 | |||||||||||||||
Loans receivable, net |
2,751,036 | 2,744,264 | 2,387,677 | 2,097,581 | 1,671,457 | |||||||||||||||
Deposits |
3,942,304 | 3,509,247 | 2,741,679 | 2,465,163 | 1,678,054 | |||||||||||||||
Federal Home Loan Bank advances |
113,000 | 169,750 | 174,750 | 185,750 | 196,550 | |||||||||||||||
Other borrowed funds |
160,317 | 263,870 | 405,304 | 221,372 | 98,346 | |||||||||||||||
Stockholders equity |
615,547 | 637,001 | 610,540 | 619,797 | 280,415 | |||||||||||||||
Operating Data: |
||||||||||||||||||||
Interest income |
$ | 197,514 | $ | 192,974 | $ | 192,926 | $ | 157,894 | $ | 127,326 | ||||||||||
Interest expense |
49,896 | 65,632 | 78,915 | 73,774 | 62,896 | |||||||||||||||
Net interest income |
147,618 | 127,342 | 114,011 | 84,120 | 64,430 | |||||||||||||||
Provision for loan losses |
70,200 | 15,697 | 18,901 | 2,470 | 1,575 | |||||||||||||||
Net interest income after provision for loan losses |
77,418 | 111,645 | 95,110 | 81,650 | 62,855 | |||||||||||||||
Non-interest income |
27,220 | 26,847 | 23,604 | 13,372 | 10,531 | |||||||||||||||
Non-interest expenses |
128,390 | 119,866 | 98,303 | 101,032 | 59,439 | |||||||||||||||
(Loss) Income before income taxes |
(23,752 | ) | 18,626 | 20,411 | (6,010 | ) | 13,947 | |||||||||||||
Income tax (benefit) expense |
(14,789 | ) | 1,537 | 3,865 | (4,465 | ) | 2,322 | |||||||||||||
Net (loss) income |
$ | (8,963 | ) | $ | 17,089 | $ | 16,546 | $ | (1,545 | ) | $ | 11,625 | ||||||||
Average common shares outstanding Basic |
77,593,808 | 77,693,082 | 78,702,419 | 61,374,792 | 45,792,775 | |||||||||||||||
Average common shares outstanding Diluted |
77,593,808 | 77,723,668 | 78,702,419 | 61,374,792 | 45,792,775 | |||||||||||||||
Net (loss) income earnings per share Basic |
$ | (0.12 | ) | $ | 0.22 | $ | 0.21 | $ | (0.03 | ) | $ | 0.25 | ||||||||
Net (loss) income earnings per share Diluted |
$ | (0.12 | ) | $ | 0.22 | $ | 0.21 | $ | (0.03 | ) | $ | 0.25 | ||||||||
Dividends per share |
$ | 0.00 | $ | 0.00 | $ | 0.00 | $ | 0.01 | (2) | $ | 0.00 |
(1) | 2007 financial results reflect the acquisition of FMS Financial Corporation and the Companys
minority stock offering. |
|
(2) | Reflects dividends paid to Beneficial Savings Bank MHC, in April 2007, prior to Beneficial
Mutual Bancorps minority stock offering in July 2007. |
At and For the Year Ended December 31, | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
Performance Ratios: |
||||||||||||||||||||
Return on average assets |
(0.18 | )% | 0.40 | % | 0.44 | % | (0.05 | )% | 0.49 | % | ||||||||||
Return on average equity |
(1.39 | ) | 2.74 | 2.70 | (0.35 | ) | 4.04 | |||||||||||||
Interest rate spread (1) |
3.13 | 2.99 | 2.86 | 2.59 | 2.45 | |||||||||||||||
Net interest margin (2) |
3.32 | 3.28 | 3.33 | 3.17 | 2.87 | |||||||||||||||
Non-interest expenses to average assets |
2.64 | 2.80 | 2.60 | 3.48 | 2.51 | |||||||||||||||
Efficiency ratio (3) |
73.44 | 77.74 | 71.43 | 102.68 | 79.29 | |||||||||||||||
Average interest-earning assets to
average interest-bearing liabilities |
116.60 | 117.00 | 119.98 | 120.96 | 114.86 | |||||||||||||||
Average equity to average assets |
13.30 | 14.57 | 16.26 | 15.06 | 12.20 | |||||||||||||||
Capital Ratios (4): |
||||||||||||||||||||
Tier 1 capital to average assets |
8.89 | 9.81 | 11.25 | 12.20 | 11.73 | |||||||||||||||
Tier 1 capital to risk-weighted assets |
15.69 | 16.71 | 17.80 | 19.80 | 17.66 | |||||||||||||||
Total risk-based capital to risk-weighted assets |
16.95 | 17.98 | 19.05 | 20.92 | 18.78 | |||||||||||||||
Asset Quality Ratios: |
||||||||||||||||||||
Allowance for loan losses as a percent of
total loans |
1.62 | 1.64 | 1.52 | 1.10 | 1.03 | |||||||||||||||
Allowance for loan losses as a percent of
non-performing loans |
36.66 | 38.06 | 97.00 | 143.10 | 213.09 | |||||||||||||||
Net charge-offs to average outstanding
loans during the period |
2.53 | 0.25 | 0.24 | 0.08 | 0.07 | |||||||||||||||
Nonperforming loans as a percent
of total loans (5) |
4.42 | 4.32 | 1.57 | 0.77 | 0.48 | |||||||||||||||
Nonperforming assets as a percent
of total assets (5) |
2.85 | 3.49 | 1.52 | 0.59 | 0.48 | |||||||||||||||
Other Data: |
||||||||||||||||||||
Number of offices (6) |
65 | 68 | 72 | 72 | 39 | |||||||||||||||
Number of deposit accounts |
283,870 | 284,531 | 276,377 | 284,742 | 163,140 | |||||||||||||||
Number of loans |
60,134 | 64,690 | 65,951 | 62,017 | 61,478 |
(1) | Represents the difference between the weighted average yield on average interest-earning
assets and the weighted average cost on average interest-bearing liabilities. |
|
(2) | Represents net interest income as a percent of average interest-earning assets. |
|
(3) | Represents other non-interest expenses divided by the sum of net interest income and
non-interest income. |
|
(4) | Ratios are for Beneficial Bank. |
|
(5) | Nonperforming loans and assets include accruing loans past due 90 days or more. |
|
(6) | During 2010, two campuses were opened and five offices were closed as part of the Companys
branch consolidation plan. |
2
MANAGEMENTS DISCUSSION AND ANALYSIS OF RESULTS OF OPERATIONS AND FINANCIAL CONDITION
Overview
Our principal business is to acquire deposits from individuals and businesses in the communities
surrounding our offices and to use those deposits to fund loans. We also seek to broaden
relationships with our customers by offering insurance and investment advisory services. We focus
on providing our products and services to individuals, businesses and non-profit organizations.
The history of Beneficial Bank (the Bank) dates back to 1853. Over the years, we have expanded
through organic growth and acquisitions, reaching $4.9 billion in assets at December 31, 2010. In
2004, the Bank reorganized into the mutual holding company structure, forming Beneficial Mutual
Bancorp, Inc. (the Company or Beneficial), a federally chartered stock holding company, as its
holding company and Beneficial Savings Bank MHC (the MHC), a federally chartered mutual holding
company, as the sole stockholder of the Company. In 2005, we completed the acquisition of
Northwood Savings Bank, located in the Fishtown area of Philadelphia and acquired the insurance
firm Paul Hertel & Co., Inc. through our subsidiary Beneficial Insurance Services, LLC. This
acquisition allowed us the opportunity to provide property, casualty, life, health and benefits
insurance to individual and business customers with a focus on strengthening our fee income and
overall earnings. On July 13, 2007, the Company completed its minority stock offering, raising
approximately $236.1 million, and simultaneously acquired FMS Financial Corporation, the parent
company of Farmers & Mechanics Bank (together, FMS Financial). FMS Financial, which had total
assets of over $1.2 billion and provided us with an additional source of funds for our rising loan
activity. On October 5, 2007, Beneficial Insurance Services, LLC acquired the business of CLA
Agency, Inc. (CLA), a full-service property and casualty and professional liability insurance
brokerage company headquartered in Newtown Square, Pennsylvania.
The Bank was established to serve the financing needs of the public and has expanded its services
over time to offer personal and business checking accounts, home equity loans and lines of credit,
commercial real estate loans and other types of commercial and consumer loans. We also provide
insurance services through our wholly owned subsidiary, Beneficial Insurance Services, LLC, and
investment and non-deposit services through our wholly owned subsidiary Beneficial Advisors, LLC.
Our retail market focus includes primarily all of the areas surrounding our 65 banking offices
located in Bucks, Chester, Delaware, Montgomery and Philadelphia Counties in Pennsylvania and
Burlington and Camden Counties in New Jersey, while our lending market also includes other counties
in central and southern New Jersey as well as Delaware. In addition, Beneficial Insurance
Services, LLC operates two offices in Pennsylvania, one in Philadelphia County and one in Delaware
County. Based on a comprehensive review of all 65 branches to assess proximity to other Bank
locations, customer activity, financial performance, future market potential and our growth plans,
the Bank will occasionally consolidate branches.
During 2010, our financial results were significantly impacted by deterioration in asset quality,
particularly in our commercial real estate portfolio. This resulted in a significant level of
provision for credit losses and caused a net loss for 2010 of $8.9 million compared to net income
of $17.1 million in 2009. Although some economic measures showed signs of improvement during 2010,
credit quality and revenue growth continue to be challenging. The Company believes recovery of
commercial real estate in our region will take some time causing continued downward pressure on
property valuation. We expect our provision for credit losses to remain elevated in 2011. The
Federal Reserve Board continued to hold short term interest rates at historic lows throughout the
year. The low rate environment impacted the yield on our investment portfolio as maturing
investments and liquidity generated by our deposit growth was invested in lower rates. During
2010, the U.S. Government continued to help stimulate the economy via increased infrastructure
spending and tax credits for certain buyers of residential real estate, automobiles and other
durable goods which resulted in strong economic growth at the end of 2010 as the gross domestic
product grew 2.8% during the fourth quarter of 2010. However, the national unemployment rate
remained high at 9.4% at December 31, 2010, after fluctuating between 9.5% and 9.9% throughout most
of the year. Elevated unemployment, depressed home values, and continued economic uncertainty has
constrained consumer consumption. Additionally, capital spending and investing by businesses has
remained sluggish given the slow and uneven economic recovery. This resulted in low loan demand
during 2010 and we expect loan demand to remain low in 2011.
We believe that the economic crisis which has adversely impacted our customers and communities has
resulted in a refocus on financial responsibility. We remain committed to the financial
responsibility we have practiced throughout our 158 year history, and we are dedicated to providing
financial education opportunities to our customers by providing the tools necessary to make wise
financial decisions. Through any economic cycle, our strong capital profile positions us to
advance our growth strategy by working with our customers to help them save and use credit wisely.
It also allows us to continue to dedicate financial and human capital to support organizations that
share our sense of responsibility to do whats right for the communities we serve.
The Banks tier 1 leverage ratio totaled 8.89% at December 31, 2010 compared to 9.81% at December
31, 2009. The Banks total risk based capital ratio was 16.95% at December 31, 2010 compared to
17.98% at December 31, 2009. Our capital levels and ratios are well in excess of the levels
required to be considered well-capitalized. We continued to position the Company for any further
weakening in economic conditions by maintaining our loan loss reserve coverage ratio of 1.62% at
December 31, 2010 as compared to 1.64% at December 31, 2009, with non-performing assets decreasing
14% to $140.4 million at December 31, 2010 as compared to $162.9 million at December 31, 2009.
In order to further improve our operating returns, we continue to leverage our position as one of
the largest and oldest banks headquartered in the Philadelphia metropolitan area. Our customers
select us for banking and other financial services based on our ability to rapidly make decisions
as we are better informed than many of our competitors about the markets we serve. We are
focused on acquiring and retaining customers, and then educating them by aligning our products and
services to their financial needs. We are focused on effectively managing our cost structure to be
aligned with the current business environment.
3
In this challenging economic environment, we are focused on credit risk management and loss
prevention. We diligently risk rate our commercial customers to ensure we actively and effectively
manage our customer relationships and minimize losses. We believe it is important to have a strong
balance sheet and strong healthy capital levels.
RECENT INDUSTRY CONSOLIDATION
The banking industry has experienced significant consolidation in recent years, which is likely to
continue in future periods. Consolidation may affect the markets in which we operate as competitors
integrate newly acquired businesses, adopt new business and risk management practices or change
products and pricing as they attempt to maintain or grow market share and maximize profitability.
Merger activity involving national, regional and community banks and specialty finance companies in
the Philadelphia metropolitan area, has and will continue to impact the competitive landscape in
the markets we serve. Management continually monitors our primary market areas and assesses the
impact of industry consolidation, as well as the practices and strategies of our competitors,
including loan and deposit pricing and customer behavior.
CURRENT REGULATORY ENVIRONMENT
On July 21, 2010, President Obama signed into law the Dodd-Frank Wall Street Reform and Consumer
Protection Act (the Dodd-Frank Act), which will implement significant changes throughout the
financial services industry. The elements of the Dodd-Frank Act addressing financial stability are
largely focused on issues related to systemic risks and capital markets-related activities. The
Dodd-Frank Act includes a number of specific provisions designed to promote enhanced supervision
and regulation of financial firms and financial markets, protect consumers and investors from
financial abuse and provide the government with tools to manage a financial crisis and raise
international regulatory standards. The Dodd-Frank Act also restructures the regulation of
depository institutions. Specifically, under the Dodd-Frank Act, the Office of Thrift Supervision
will be merged into the Office of the Comptroller of the Currency, which regulates national banks.
Savings and loan holding companies will be regulated by the Federal Reserve Board. The Dodd-Frank
Act contains various provisions designed to enhance the regulation of depository institutions and
prevent the recurrence of a financial crisis such as occurred in 2008 and 2009. In addition, the
Dodd-Frank Act creates a new federal agency, the Consumer Financial Protection Bureau, to
administer and enforce consumer and fair lending laws, a function that is now performed by the
depository institution regulators. The federal preemption of state laws currently afforded to
federally chartered depository institutions will be reduced as well. The Dodd-Frank Act also will
impose consolidated capital requirements on savings and loan holding companies effective in five
years, which will limit our ability to borrow at the holding company and invest the proceeds from
such borrowings as capital in the Bank that could be leveraged to support additional growth. The
full impact of the Dodd-Frank Act on our business and operations will not be known for years until
regulations implementing the legislation are written and adopted. The Dodd-Frank Act may have a
material impact on our operations, particularly through increased compliance costs resulting from
possible future consumer and fair lending regulations
In the fourth quarter of 2009, the Federal Reserve Board (FRB) announced regulatory changes to
debit card and automated teller machine (ATM) overdraft practices that were effective July 1,
2010. These changes prohibit financial institutions from charging consumers fees for paying
overdrafts on ATM and one-time debit card transactions, unless a consumer consents, or opts in, to
the overdraft service for those types of transactions. We believe that the combination of these
changes will have an impact that could be material to our non-interest income. The actual impact
could vary due to a variety of factors, including changes in customer behavior.
CURRENT INTEREST RATE ENVIRONMENT
Net interest income represents a significant portion of the Companys revenues. Accordingly, the
interest rate environment has a substantial impact on our earnings. During the year ended December
31, 2010, our net interest margin increased to 3.32% from 3.28% from the year ended December 31,
2009. Asset growth coupled with an improvement in our deposit mix to lower cost deposit categories
were the primary reasons for this margin expansion. Net interest margin in future periods will be
impacted by several factors such as, but not limited to, our ability to grow and retain low cost
core deposits, the future interest rate environment, loan and investment prepayment rates, and
changes in non-accrual loans. We are currently liability sensitive so future increases in interest
rates will result in higher interest expense and reduced net interest income.
CREDIT RISK ENVIRONMENT
The credit quality of our loan portfolio has a significant impact on our operating results. During
2010, the Company experienced considerable deterioration in the value of a number of the Companys
large commercial real estate properties collateralizing our commercial real estate loans. This
deterioration reflected the pronounced slowdown in the commercial real estate market that has
limited traditional refinance and repayment sources. The Company believes the recovery for the
commercial real estate market in its market area will take some time and anticipates continued
downward pressure on property valuations. The commercial real estate conditions led to a provision
for credit losses of $70.2 million for 2010 compared to $15.7 million for 2009. We continued to
strengthen our credit monitoring efforts in 2010 by expanding resources in our credit and risk
management functions and maintaining focus on improving the credit quality of our loan portfolio.
4
Although the U.S. economy has shown some sign of improvement, unemployment remains high and
commercial real estate conditions are still weak. We expect that property values will remain
volatile until underlying market fundamentals improve consistently. In 2011, a significant portion
of our commercial real estate and commercial construction portfolios contractually matures
(approximately 33%). We expect that market conditions coupled with the large amount of commercial
maturities will result in an elevated provision for credit losses in 2011.
Income. Our primary source of pre-tax income is net interest income. Net interest income is the
difference between the income we earn on our loans and investments and the interest we pay on our
deposits and borrowings. Changes in levels of interest rates affect our net interest income.
During 2010, we increased net interest income, widened our net interest margin and improved our
operating efficiency. The increase in the margin was primarily due to growth in interest earning
assets coupled with a reduction in deposit and borrowing cost. In 2011, we will continue to be
focused on improving our core profitability as we manage through the current credit environment.
A secondary source of income is non-interest income, which is revenue we receive from providing
products and services. Traditionally, the majority of our non-interest income has come from
service charges (mostly on deposit accounts). Our non-interest income increased during 2010
primarily due to additional service charge and other income, insurance and advisory income, trading
securities profits and a decrease in an impairment charge for securities available-for-sale. We
continue to seek to increase non-interest income by expanding the insurance and investment products
we offer to our customers.
Allowance for Loan Losses. The allowance for loan losses is a valuation allowance for probable
losses inherent in the loan portfolio. We evaluate the need to establish allowances against losses
on loans on a quarterly basis. When additional allowances are necessary, a provision for loan
losses is charged to earnings.
Expenses. The non-interest expenses we incur in operating our business consist of salaries and
employee benefits expenses, equity plans, occupancy expenses, depreciation, amortization and
maintenance expenses and other miscellaneous expenses, such as advertising, insurance, professional
services and printing and supplies expenses.
Our largest non-interest expense is salaries and employee benefits, which consist primarily of
salaries and wages paid to our employees, payroll taxes, and expenses for health insurance,
retirement plans and other employee benefits. Our salaries and employee benefits expense have
increased in recent periods as we continue recruit talented employees to help the Company achieve
its growth objectives and increase our credit and risk management function.
We recorded a non-recurring curtailment gain in 2008 related to pension plan modifications. The
after-tax impact of this curtailment gain was $4.7 million.
Occupancy expenses, which are the fixed and variable costs of buildings and equipment, consist
primarily of furniture and equipment expenses, maintenance, real estate taxes and costs of
utilities.
Federal Deposit Insurance Corporation (FDIC) insurance expense increased significantly during 2010
and 2009. Beginning in late 2008, the economic environment caused higher levels of bank failures,
which dramatically increased Federal Deposit Insurance Corporation resolution costs and led to a
significant reduction in the Deposit Insurance Fund. As a result, the Federal Deposit Insurance
Corporation has significantly increased the initial base assessment rates paid by financial
institutions for deposit insurance. During the third quarter of 2009, the base assessment rate
increased by 1.65 basis points. During 2009, a special assessment was imposed on all insured
institutions due to recent bank and savings association failures. The emergency assessment
amounted to 5 basis points on each institutions assets minus Tier 1 capital as of June 30, 2009,
subject to a maximum equal to 10 basis points times the institutions assessment base. Based on
our assets and Tier 1 capital as of June 30, 2009, our special assessment was approximately $1.9
million. On February 7, 2011, the Federal Deposit Insurance Corporation approved a final rule that
implemented changes to the deposit insurance assessment system mandated by the Dodd-Frank Act. The
final rule, which will take effect for the quarter beginning April 1, 2011, requires that the base
on which deposit insurance assessments are charged be revised from one that is based on domestic
deposits to one that is based on average consolidated total assets minus average tangible equity.
Under the final rule, insured depository institutions are required to report their average
consolidated total assets on a daily basis, using the regulatory accounting methodology established
for reporting total assets. For purposes of the final rule, tangible equity is defined as Tier 1
capital. Prior to the April 1, 2011 effective date of the final rule, the Federal Deposit
Insurance Corporation will continue to calculate the assessment base from adjusted domestic
deposits. We expect that this final rule will result in lower deposit insurance assessments for
the Bank in 2011, however this may increase in the future as a result of the increase in the
assessment base.
Other non-interest expenses have continued to increase as a result of additional costs incurred
from internet banking, debit card rewards program, loan expenses, professional fees and other real
estate owned expenses and losses.
Critical Accounting Policies
In the preparation of our consolidated financial statements, we have adopted various accounting
policies that govern the application of accounting principles generally accepted in the United
States. Our significant accounting policies are described in Note 2 to the Consolidated Financial
Statements included in this Annual Report.
5
Certain accounting policies involve significant judgments and assumptions by us that have a
material impact on the carrying value of certain assets and liabilities. We consider these
accounting policies to be critical accounting policies. The judgments and assumptions we use are
based on historical experience and other factors, which we believe to be reasonable under the
circumstances. Actual results could differ from these judgments and estimates under different
conditions, resulting in a change that could have a material impact on the carrying values of our
assets and liabilities and our results of operations.
Allowance for Loan Losses. We consider the allowance for loan losses to be a critical accounting
policy. The allowance for loan losses is determined by management based upon portfolio segment,
past experience, evaluation of estimated loss and impairment in the loan portfolio, current
economic conditions and other pertinent factors. Management also considers risk characteristics by
portfolio segments including, but not limited to, renewals and real estate valuations. The
allowance for loan losses is maintained at a level that management considers adequate to provide
for estimated losses and impairment based upon an evaluation of known and inherent risk in the loan
portfolio. Loan impairment is evaluated based on the fair value of collateral or estimated net
realizable value. While management uses the best information available to make such evaluations,
future adjustments to the allowance may be necessary if economic conditions differ substantially
from the assumptions used in making the evaluations.
The allowance for loan losses (ALLL) is established through a provision for loan losses charged
to expense which is based upon past loan and loss experience and an evaluation of estimated losses
in the current loan portfolio, including the evaluation of impaired loans. Determining the amount
of the allowance for loan losses necessarily involves a high degree of judgment. Among the
material estimates required to establish the allowance are: overall economic conditions; value of
collateral; strength of guarantors; loss exposure at default; the amount and timing of future cash
flows on impaired loans; and determination of loss factors to be applied to the various elements of
the portfolio. All of these estimates are susceptible to significant change. Management reviews
the level of loss experience, current economic conditions and other factors related to the
collectability of the loan portfolio. Although we believe that we use the best information
available to establish the allowance for loan losses, future adjustments to the allowance may be
necessary if economic conditions differ substantially from the assumptions used in making the
evaluation. In addition, the FDIC and the Pennsylvania Department of Banking (the Department),
as an integral part of their examination process, periodically review our allowance for loan
losses. Such agencies may require us to recognize adjustments to the allowance based on judgments
about information available to them at the time of their examination. During 2010, we experienced
significant charge-offs, primarily related to the commercial loan portfolio as a result of
considerable deterioration in the collateral value of commercial real estate. Our financial
results are affected by the changes in and the absolute level of the ALLL. This process involves
our analysis of complex internal and external variables, and it requires that we exercise judgment
to estimate an appropriate ALLL. As a result of the uncertainty associated with this subjectivity,
we cannot assure the precision of the amount reserved, should we experience sizeable loan or lease
losses in any particular period. For example, changes in the financial condition of individual
borrowers, economic conditions, or the condition of various markets in which collateral may be sold
could require us to significantly decrease or increase the level of the ALLL. Such an adjustment
could materially affect net income as a result of the change in provision for credit losses. For
example, a change in the estimate resulting in a 5% to 10% difference in the allowance would have
resulted in an additional provision for credit losses of $3.5 million to $7.0 million as of
December 31, 2010. During 2010, we experienced increases in delinquencies and net charge-offs in
commercial real estate loans due to the weakness in the commercial real estate market. The ALLL
considered these market conditions in deriving the estimated ALLL; however, given the continued
economic difficulties, the ultimate amount of loss could vary from that estimate. See Note 6 to the
Consolidated Financial Statements included in this Annual Report for additional discussion of the
Companys loan portfolio.
Goodwill and Intangible Assets. The purchase method of accounting for business combinations
requires the Company to make use of estimates and judgments to allocate the purchase price paid for
acquisitions to the fair value of the assets acquired and liabilities assumed. The excess of the
purchase price of an acquired business over the fair value of the identifiable assets and
liabilities represents goodwill. Goodwill totaled $110.5 million at December 31, 2010.
Goodwill and other indefinite lived intangible assets are not amortized on a recurring basis, but
rather are subject to periodic impairment testing. The impairment test for goodwill requires the
Company to compare the fair value of business reporting units to their carrying value including
assigned goodwill on an annual basis. In addition, goodwill is tested more frequently if changes in
circumstances or the occurrence of events indicate impairment potentially exists.
The goodwill impairment analysis estimates the fair value of equity using discounted cash flow
analyses which require assumptions, as well as guideline company and guideline transaction
information, where available. The inputs and assumptions specific to each reporting unit are
incorporated in the valuations including projections of future cash flows, discount rates, the fair
value of tangible and intangible assets and liabilities, and applicable valuation multiples based
on the guideline information. We assess the reasonableness of the estimated fair value of the
reporting units by giving consideration to our market capitalization over a reasonable period of
time. Based on our latest annual impairment analysis of goodwill, we believe that the fair value
for all reporting units is substantially in excess of the respective reporting units carrying
value.
During 2009, overall economic conditions and increased competition significantly impacted the
financial results of the insurance brokerage business. As a result, the Company conducted an
impairment evaluation of the goodwill specifically related to the insurance brokerage business,
which indicated a decline in value, causing the Company to record an impairment charge of $1.0
million. The Company performs an annual impairment test as of year end.
6
Other intangible assets subject to amortization are evaluated for impairment in accordance with
authoritative guidance. An impairment loss will be recognized if the carrying amount of the
intangible asset is not recoverable and exceeds fair value. The
carrying amount of the intangible is not considered recoverable if it exceeds the sum of the
undiscounted cash flows expected to result from the use of the asset. Intangible assets included
customer relationships and other related intangibles that are amortized on a straight-line basis
using estimated lives of nine to 13 years for customer relationships and two to four years for
other intangibles. At December 31, 2010 the fair value of other intangible assets exceeded the
carrying amount and no impairment was recorded.
Income Taxes. We are subject to the income tax laws of the various jurisdictions where we conduct
business and estimate income tax expense based on amounts expected to be owed to these various tax
jurisdictions. The estimated income tax expense/(benefit) is reported in the Consolidated
Statements of Operations. The evaluation pertaining to the tax expense and related tax asset and
liability balances involves a high degree of judgment and subjectivity around the ultimate
measurement and resolution of these matters.
Accrued taxes represent the net estimated amount due to or to be received from tax jurisdictions
either currently or in the future and are reported in other assets on the Consolidated Statements
of Financial Position. We assess the appropriate tax treatment of transactions and filing positions
after considering statutes, regulations, judicial precedent and other pertinent information and
maintain tax accruals consistent with our evaluation. Changes in the estimate of accrued taxes
occur periodically due to changes in tax rates, interpretations of tax laws, the status of
examinations by the tax authorities and newly enacted statutory, judicial and regulatory guidance
that could impact the relative merits of tax positions. These changes, when they occur, impact
accrued taxes and can materially affect our operating results. We regularly evaluate our uncertain
tax positions and estimate the appropriate level of reserves related to each of these positions.
As of December 31, 2010, the Companys net deferred tax assets were $31.9 million. We regularly
evaluate the realizability of deferred tax asset positions. In determining whether a valuation
allowance is necessary, we consider the level of taxable income in prior years to the extent that
carrybacks are permitted under current tax laws, as well as estimates of future pre-tax and taxable
income and tax planning strategies that would, if necessary, be implemented. We currently maintain
a valuation allowance for certain state net operating losses, charitable contribution carryovers
and other-than-temporary impairments that management believes it is more likely than not that such
deferred tax assets will not be realized. We expect to realize our remaining deferred tax assets
over the allowable carryback and/or carryforward periods. Therefore, no valuation allowance is
deemed necessary against our remaining federal or remaining state deferred tax assets as of
December 31, 2010. However, if an unanticipated event occurred that materially changed pre-tax and
taxable income in future periods, an increase in the valuation allowance may become necessary. For
additional information, refer to Note 14 Income Taxes, to the Consolidated Financial Statements.
Postretirement Benefits. Several variables affect the annual cost for our defined benefit
retirement programs. The main variables are: (1) size and characteristics of the employee
population, (2) discount rate, (3) expected long-term rate of return on plan assets, (4)
recognition of actual asset returns, and (5) other actuarial assumptions. Below is a brief
description of these variables and the effect they have on our pension costs.
Size and Characteristics of the Employee Population
Pension cost is directly related to the number of employees covered by the plans, and other
factors including salary, age, years of employment, and benefit terms. Effective June 30, 2008,
plan participants ceased to accrue additional benefits under the existing pension benefit formula
and their accrued benefits were frozen.
Discount Rate
The discount rate is used to determine the present value of future benefit obligations. The
discount rate for each plan is determined by matching the expected cash flows of each plan to a
yield curve based on long-term, high quality fixed income debt instruments available as of the
measurement date, December 31, 2010. The discount rate for each plan is reset annually or upon
occurrence of a triggering event on the measurement date to reflect current market conditions.
If we were to assume a 0.25% increase/decrease in the discount rate for all retirement and
other postretirement plans, and keep all other assumptions constant, the benefit cost would
decrease/increase by approximately $0.2 million.
Expected Long-term Rate of Return on Plan Assets
Based on historical experience, market projections, and the target asset allocation set forth
in the investment policy for the retirement plans, the pre-tax expected rate of return on plan
assets was 8.0% for both 2010 and 2009. This expected rate of return is dependent upon the asset
allocation decisions made with respect to plan assets.
Annual differences, if any, between expected and actual returns are included in the
unrecognized net actuarial gain or loss amount. We generally amortize any unrecognized net
actuarial gain or loss in excess of 10% in net periodic pension expense over the average future
service of active employees, which is approximately seven years, or average future lifetime for
plans with no active participants that are frozen. See Note 15, Pension and Postretirement Benefit
Plans, to the Consolidated Financial Statements for details on changes in the pension benefit
obligation and the fair value of plan assets.
If we were to assume a 0.25% increase/decrease in the expected long-term rate of return for
the retirement and other postretirement plans, holding all other actuarial assumptions constant,
the benefit cost would decrease/increase by approximately $0.1 million.
7
Recognition of Actual Asset Returns
Accounting guidance allows for the use of an asset value that smoothes investment gains and
losses over a period up to five years. However, we have elected to use a preferable method in
determining pension cost. This method uses the actual market value of the plan assets. Therefore,
we will experience more variability in the annual pension cost, as the asset values will be more
volatile than companies who elected to smooth their investment experience.
Other Actuarial Assumptions
To estimate the projected benefit obligation, actuarial assumptions are required with respect
to factors such as mortality rate, turnover rate, retirement rate and disability rate. These
factors do not tend to change significantly over time, so the range of assumptions, and their
impact on pension cost, is generally limited. We annually review the assumptions used based on
historical and expected future experience.
In addition to our defined benefit programs we offer a defined contribution plan (401(k)
Plan) covering substantially all of our employees. During 2008, in conjunction with freezing
benefit accruals under the defined benefit program, we enhanced our 401(k) Plan and combined it
with a recently formed Employee Stock Ownership Plan (ESOP) to form the Employee Savings and
Stock Ownership Plan (KSOP). While the KSOP is one plan, the two separate components of the
401(k) Plan and ESOP remain. Under the KSOP we make basic and matching contributions as well as
additional contributions for certain employees based on age and years of service. We may also make
discretionary contributions. Each participants account is credited with shares of the Companys
stock or cash based on compensation earned during the year. For additional information, refer to
Note 16 Employee Savings and Stock Ownership Plan to the Consolidated Financial Statements.
Business Strategy
Our business strategy is to continue to operate and grow a profitable community-oriented financial
institution. We plan to achieve this by executing our strategy of:
| Differentiating Beneficial Bank as an education company; |
| Expanding our franchise through the opening of additional campuses in our market area and
selectively pursuing acquisition opportunities; |
| Pursuing opportunities to grow in the small business market; |
| Continuing to use consistent, disciplined underwriting practices to maintain the quality of
our loan portfolio; |
| Growing non-interest income by expanding the products and services we offer our customers,
including the expansion of our insurance and investment services as well as growing and
acquiring fee-based businesses; and |
| Actively managing non-interest expense to strategically reduce costs and improve our
operating efficiency |
Differentiating Beneficial as an education company
We are committed to educating our customers and providing them with the tools necessary to make
wise financial decisions. We want to re-engineer the customer experience to educate at every touch
point. We want to ensure the customer walks away knowing more financially than they did prior to
our interaction. We build conversations and financial plans around customers needs, life stages
and priorities. During 2010, we opened two new campuses in Cherry Hill, New Jersey that exemplified
our commitment to education by providing free financial workshops, a learning library, knowledge
bar and a little learners center.
Expanding our franchise through the opening of additional branch offices and by selectively
pursuing acquisition opportunities
We regularly evaluate our network of banking offices to optimize the penetration of our market area
in the most efficient way. We will occasionally open or consolidate banking offices. As discussed
above, we opened two new campuses in Cherry Hill, New Jersey in 2010.
We are also enhancing our internet banking platform and began offering Finance Works in 2010. We
recently completed our mobile banking product offering which will roll out in the first half of
2011.
We believe that changes in the regulatory environment as well as continued economic challenges for
the banking industry will create acquisition opportunities for Beneficial. The Company is well
positioned to execute on our growth strategies and pursue selective acquisition opportunities due
to our strong capital position.
8
Pursuing opportunities to grow in the small business market
We have a diversified loan portfolio which includes small business commercial real estate and small
business commercial business loans. At December 31, 2010, we had $156.0 million small business
loans representing 5.58% of total loans. Small business loans
provide diversification to our loan portfolio and, because these loans are based upon rate indices
that are higher than those used for one-to-four family loans, they improve the interest sensitivity
of our assets. In 2010, we re-structured our lending teams and created a dedicated team of small
business lenders who work with our branches and are focused solely on small business lending. We
intend to expand this team and grow our small business loan portfolio in future years.
Continuing to use consistent, disciplined underwriting practices to maintain the quality of our
loan portfolio
We believe that maintaining high asset quality is a key to long-term financial success. We
continued to strengthen our credit monitoring efforts in 2010 by expanding our loan review
department to maintain quality in our portfolio. We have sought to grow and diversify our loan
portfolio within our local market area while closely monitoring any nonperforming assets. We
consistently apply underwriting standards that we believe are prudent and disciplined and we
diligently monitor collection efforts. We maintain our philosophy of managing large loan exposures
through our consistent, disciplined approach to lending, and our proactive approach to managing
existing credits. During 2010, the Company saw considerable deterioration in the value of
collateral securing a number of large collateral dependent loans. Additionally, the Company saw a
pronounced slowdown in the commercial real estate market, limiting traditional refinance and
repayment sources. As a result, the Company charged-off the collateral deficiency on all criticized
loans during the year. We continue to add resources to our credit and risk management functions
and are focused on improving the credit quality of our loan portfolio.
Growing non-interest income by expanding the products and services we offer our customers,
including the expansion of our insurance and investment services as well as growing and acquiring
fee-based businesses
We are seeking to expand the non-traditional financial products that we offer to serve the
insurance and investment needs of our customers. In 2005, Beneficial Insurance Services, LLC, a
wholly owned subsidiary of the Bank, acquired the assets of Philadelphia-based Paul Hertel & Co.,
Inc., an insurance brokerage firm that provides property, casualty, life, health and benefits
insurance services to individuals and business customers. Additionally, on October 5, 2007,
Beneficial Insurance Services, LLC acquired the business of CLA, a full-service property and
casualty and professional liability insurance brokerage company headquartered in Newtown Square,
Pennsylvania. We intend to continue to seek opportunities to expand the products and services we
make available to our customers.
Actively managing non-interest expense to strategically reduce costs and improve our operating
efficiency
We are seeking to reduce non-interest expense by implementing a cost control program that includes
assessing the cost structure throughout the organization and identifying long term saving
opportunities. We are targeting reductions in all discretionary expense areas and striving to
improve our operating efficiency.
Balance Sheet Analysis
Securities. At December 31, 2010, our investment securities portfolio excluding Federal Home Loan
Bank (FHLB) stock was $1.6 billion, or 33.1% of total assets. At December 31, 2010, 50.8% of the
investment portfolio was invested in United States government sponsored enterprise (GSE) note
securities issued by the FHLB, Federal Home Loan Mortgage Corporation (Freddie Mac) and the
Federal National Mortgage Association (Fannie Mae). At December 31, 2010, 34.5% of the
investment portfolio was invested in mortgage-backed securities issued by the Freddie Mac and
Fannie Mae and the Government National Mortgage Association (GNMA); including collateralized
mortgage obligations (CMO) securities issued by Freddie Mac, Fannie Mae, and GNMA. Private
issuer CMOs totaled $56.5 million, or 3.5% of the Banks securities portfolio at December 31, 2010.
At December 31, 2010, 0.9% of the investment portfolio was invested in pooled trust preferred
securities. The remainder was invested primarily in municipal bonds, equity securities, mutual
funds and money market funds. During 2010, the Company invested excess cash primarily into GSE and
agency step-up notes. These investments have scheduled interest rate increases throughout the life
of the investment and are typically subject to a call feature. The purchase of these investments
were intended to position the Companys balance sheet for rising interest rates.
9
The following table sets forth the cost and fair value of investment securities at December 31,
2010, 2009 and 2008.
2010 | 2009 | 2008 | ||||||||||||||||||||||
December 31, | Amortized | Fair | Amortized | Fair | Amortized | Fair | ||||||||||||||||||
(Dollars in thousands) | Cost | Value | Cost | Value | Cost | Value | ||||||||||||||||||
Securities available-for-sale: |
||||||||||||||||||||||||
GSE and agency notes |
$ | 840,011 | $ | 827,895 | $ | 209,135 | $ | 208,334 | $ | 8,687 | $ | 8,699 | ||||||||||||
Mortgage-backed securities: |
||||||||||||||||||||||||
GNMA guaranteed mortgage certificates |
8,776 | 8,989 | 10,214 | 10,394 | 12,796 | 12,505 | ||||||||||||||||||
Other mortgage-backed securities |
459,139 | 485,457 | 680,018 | 706,245 | 767,978 | 793,281 | ||||||||||||||||||
Collateralized mortgage obligations |
89,047 | 91,460 | 138,857 | 140,308 | 177,300 | 176,373 | ||||||||||||||||||
Total mortgage-backed securities |
556,962 | 585,906 | 829,089 | 856,947 | 958,074 | 982,159 | ||||||||||||||||||
Municipal and other bonds |
||||||||||||||||||||||||
Municipal bonds |
99,069 | 99,132 | 188,980 | 189,957 | 79,542 | 79,976 | ||||||||||||||||||
Pooled trust preferred securities |
16,989 | 14,522 | 21,379 | 18,797 | 25,113 | 19,328 | ||||||||||||||||||
Corporate bonds |
| | | | 125 | 125 | ||||||||||||||||||
Foreign bonds |
| | | | 500 | 501 | ||||||||||||||||||
Total municipal and other bonds |
116,058 | 113,654 | 210,359 | 208,754 | 105,280 | 99,930 | ||||||||||||||||||
Equity securities |
3,029 | 3,235 | 5,427 | 6,062 | 7,638 | 7,746 | ||||||||||||||||||
Money market fund |
11,123 | 11,301 | 6,660 | 7,009 | 15,553 | 15,553 | ||||||||||||||||||
Total securities available-for-sale |
1,527,183 | 1,541,991 | 1,260,670 | 1,287,106 | 1,095,232 | 1,114,087 | ||||||||||||||||||
Securities held-to-maturity: |
||||||||||||||||||||||||
GSE and agency notes |
| | | | 7,500 | 7,547 | ||||||||||||||||||
Mortgage-backed securities: |
||||||||||||||||||||||||
GNMA guaranteed mortgage certificates |
639 | 609 | 685 | 655 | 728 | 699 | ||||||||||||||||||
Other mortgage-backed securities |
30,876 | 32,943 | 45,359 | 47,284 | 67,786 | 69,123 | ||||||||||||||||||
Total mortgage-backed securities |
31,515 | 33,552 | 46,044 | 47,939 | 68,514 | 69,822 | ||||||||||||||||||
Municipal bonds |
54,594 | 54,595 | 1,465 | 1,413 | | | ||||||||||||||||||
Foreign bonds |
500 | 501 | 500 | 501 | | | ||||||||||||||||||
Total municipal and other bonds |
55,094 | 55,096 | 1,965 | 1,914 | | | ||||||||||||||||||
Total securities held-to-maturity |
86,609 | 88,648 | 48,009 | 49,853 | 76,014 | 77,369 | ||||||||||||||||||
Total investment securities |
$ | 1,613,792 | $ | 1,630,639 | $ | 1,308,679 | $ | 1,336,959 | $ | 1,171,246 | $ | 1,191,456 | ||||||||||||
Mortgage-backed securities are a type of asset-backed security that is secured by a mortgage,
or a collection of mortgages. These securities usually pay periodic payments that are similar to
coupon payments. Furthermore, the mortgage must have originated from regulated and authorized
financial institutions. The contractual cash flows of investments in government sponsored
enterprises mortgage-backed securities are debt obligations of Freddie Mac and Fannie Mae. Both
companies are currently under the conservatorship of the Federal Housing Finance Agency (FHFA). The
cash flows related to GNMA securities are direct obligations of the U.S. Government.
Mortgage-backed securities are also known as mortgage pass-throughs. CMOs are a type of
mortgage-backed security that create separate pools of pass-through rates for different classes of
bondholders with varying cash flow structures, called tranches. The repayments from the pool of
pass-through securities are used to retire the bonds in the order specified by the bonds
prospectus. At December 31, 2010, we had no investments in a single company or entity (other than
United States government sponsored enterprise securities) that had an aggregate book value in
excess of 10% of our equity.
At December 31, 2010 and 2009, securities totaling $791.0 million and $380.5 million were in an
unrealized loss position and the unrealized losses on these securities totaled $16.1 million and
$5.1 million, respectively. When evaluating for impairment, the Companys management considers the
duration and extent to which fair value is less than cost, the credit worthiness and near-term
prospects of the issuer, the likelihood of recovering the Companys investment, whether the Company
has the intent to sell the investment or that it is more likely than not that the Company will be
required to sell the investment before recovery and other available information to determine the
nature of the decline in market value of the securities.
10
At December 31, 2010, the unrealized losses in the portfolio were mainly attributed to increases in
U.S. Treasury rates experienced during the fourth quarter and were not due to the credit quality of
the investments. As the Company does not intend
to sell the investments, and it is not likely the Company will be required to sell the investments
prior to recovery, the Company does not consider the investments to be other than temporarily
impaired at December 31, 2010. During 2010, the Company recorded an impairment loss of $88 thousand
related to a $300 thousand equity security that had been in an unrealized loss position for less
than 12 months and for which management had deemed it unlikely that the market value would increase
in the near future. During 2009, the Company deemed several common equity securities to be other
than temporarily impaired which resulted in a $1.6 million impairment on these securities.
The following table sets forth the stated maturities and weighted average yields of investment
securities at December 31, 2010. Certain securities have adjustable interest rates and will reprice
monthly, quarterly, semi-annually or annually within the various maturity ranges. Mutual funds,
money market funds and equity securities are not included in the table based on lack of a maturity
date. The investment portfolio consists of $1.53 billion of fixed rate securities and $80.7 million
in adjustable rate securities at December 31, 2010.
More than One Year | More than Five Years | |||||||||||||||||||||||||||||||||||||||
One Year or Less | to Five Years | to Ten Years | More than Ten Years | Total | ||||||||||||||||||||||||||||||||||||
Weighted | Weighted | Weighted | Weighted | Weighted | ||||||||||||||||||||||||||||||||||||
December 31, 2010 | Carrying | Average | Carrying | Average | Carrying | Average | Carrying | Average | Carrying | Average | ||||||||||||||||||||||||||||||
(Dollars in thousands) | Value | Yield | Value | Yield | Value | Yield | Value | Yield | Value | Yield | ||||||||||||||||||||||||||||||
Securities available-for-sale: |
||||||||||||||||||||||||||||||||||||||||
GSE and agency notes |
$ | | 0.00 | % | $ | 135,851 | 1.23 | % | $ | 692,044 | 1.58 | % | $ | | 0.00 | % | $ | 827,895 | 1.53 | % | ||||||||||||||||||||
Mortgage-backed securities |
5,231 | 4.09 | 1,911 | 4.61 | 70,292 | 5.04 | 508,472 | 4.73 | 585,906 | 4.76 | ||||||||||||||||||||||||||||||
Municipal and other bonds |
2,093 | 3.88 | 16,579 | 4.27 | 27,265 | 4.04 | 53,195 | 4.29 | 99,132 | 4.21 | ||||||||||||||||||||||||||||||
Pooled trust preferred |
| 0.00 | | 0.00 | | 0.00 | 14,522 | 1.16 | 14,522 | 1.16 | ||||||||||||||||||||||||||||||
Certificates of Deposit |
313 | 0.87 | | 0.00 | | 0.00 | | 0.00 | 313 | 0.87 | ||||||||||||||||||||||||||||||
Total available-for-sale |
7,637 | 3.90 | 154,341 | 1.60 | 789,601 | 1.97 | 576,189 | 4.60 | 1,527,768 | 2.94 | % | |||||||||||||||||||||||||||||
Securities held to maturity: |
||||||||||||||||||||||||||||||||||||||||
Mortgage-backed securities |
| 0.00 | 1,948 | 4.28 | 14,406 | 4.30 | 15,161 | 5.75 | 31,515 | 5.00 | ||||||||||||||||||||||||||||||
Foreign bonds |
| 0.00 | 500 | 1.76 | | 0.00 | | 0.00 | 500 | 1.76 | ||||||||||||||||||||||||||||||
Municipal bonds |
52,214 | 1.48 | 1,630 | 2.42 | 625 | 5.17 | 125 | 6.00 | 54,594 | 1.56 | ||||||||||||||||||||||||||||||
Total held to maturity |
52,214 | 1.48 | 4,078 | 3.23 | 15,031 | 4.34 | 15,286 | 5.75 | 86,609 | 2.81 | ||||||||||||||||||||||||||||||
Total |
$ | 59,851 | 1.79 | % | $ | 158,419 | 1.64 | % | $ | 804,632 | 2.02 | % | $ | 591,475 | 4.63 | % | $ | 1,614,377 | 2.93 | % | ||||||||||||||||||||
Loans. At December 31, 2010, total loans were $2.8 billion, or 56.7% of total assets,
compared to $2.8 billion, or 59.7% of total assets at December 31, 2009. The commercial and
residential loan portfolio experienced moderate growth during the year, which was partially offset
by a decline in the consumer loan portfolio primarily in home equity and lines of credit loans.
During 2010, the commercial loan portfolio, primarily commercial real estate loans, experienced
high charge-off levels as a result of deterioration in the value of collateral securing a number of
large collateral dependent real estate loans. Some economic measures are showing signs of
improvement, however we believe the recovery for commercial real estate in our market area will
take some time causing continued downward pressure on property valuations. The Company is
charging-off the collateral deficiency on all of its classified collateral dependent loans once
they are 90 days delinquent across all loan portfolios given our outlook for commercial real estate
in our market area.
11
The following table shows the loan portfolio at the dates indicated:
December 31, | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||||||||||||||||||||||
(Dollars in thousands) | Amount | Percent | Amount | Percent | Amount | Percent | Amount | Percent | Amount | Percent | ||||||||||||||||||||||||||||||
Commercial Loans: |
||||||||||||||||||||||||||||||||||||||||
Commercial real estate |
$ | 600,734 | 21.5 | % | $ | 599,849 | 21.5 | % | $ | 543,647 | 22.4 | % | $ | 516,361 | 24.3 | % | $ | 407,452 | 24.1 | % | ||||||||||||||||||||
Commercial business loans |
441,881 | 15.8 | 438,778 | 15.7 | 319,593 | 13.2 | 135,880 | 6.4 | 98,070 | 5.8 | ||||||||||||||||||||||||||||||
Commercial construction |
268,314 | 9.6 | 264,734 | 9.5 | 241,527 | 10.0 | 175,008 | 8.3 | | 0.0 | ||||||||||||||||||||||||||||||
Total commercial loans |
1,310,929 | 46.9 | 1,303,361 | 46.7 | 1,104,767 | 45.6 | 827,249 | 39.0 | 505,522 | 29.9 | ||||||||||||||||||||||||||||||
Residential Loans: |
||||||||||||||||||||||||||||||||||||||||
Residential real estate |
687,565 | 24.6 | 647,687 | 23.3 | 507,901 | 20.9 | 479,505 | 22.6 | 278,763 | 16.5 | ||||||||||||||||||||||||||||||
Residential construction |
11,157 | 0.4 | 11,938 | 0.4 | 6,055 | 0.2 | 1,959 | 0.1 | 9,967 | 0.6 | ||||||||||||||||||||||||||||||
Total real estate loans |
698,722 | 25.0 | 659,625 | 23.7 | 513,956 | 21.1 | 481,464 | 22.7 | 288,730 | 17.1 | ||||||||||||||||||||||||||||||
Consumer Loans: |
||||||||||||||||||||||||||||||||||||||||
Home equity & lines of credit |
288,875 | 10.3 | 314,467 | 11.3 | 363,592 | 15.0 | 392,188 | 18.5 | 386,414 | 22.9 | ||||||||||||||||||||||||||||||
Personal |
94,036 | 3.4 | 112,142 | 4.0 | 133,258 | 5.5 | 149,596 | 7.0 | 169,871 | 10.0 | ||||||||||||||||||||||||||||||
Education |
249,696 | 8.9 | 257,021 | 9.2 | 163,882 | 6.8 | 90,399 | 4.3 | 85,698 | 5.1 | ||||||||||||||||||||||||||||||
Automobile |
154,144 | 5.5 | 143,503 | 5.1 | 145,127 | 6.0 | 180,026 | 8.5 | 252,590 | 15.0 | ||||||||||||||||||||||||||||||
Total consumer loans |
786,751 | 28.1 | 827,133 | 29.6 | 805,859 | 33.3 | 812,209 | 38.3 | 894,573 | 53.0 | ||||||||||||||||||||||||||||||
Total loans |
2,796,402 | 100.0 | % | 2,790,119 | 100.0 | % | 2,424,582 | 100.0 | % | 2,120,922 | 100.0 | % | 1,688,825 | 100.0 | % | |||||||||||||||||||||||||
Allowance for losses |
(45,366 | ) | (45,855 | ) | (36,905 | ) | (23,341 | ) | (17,368 | ) | ||||||||||||||||||||||||||||||
Loans, net |
$ | 2,751,036 | $ | 2,744,264 | $ | 2,387,677 | $ | 2,097,581 | $ | 1,671,457 | ||||||||||||||||||||||||||||||
Loan Maturity
The following tables set forth certain information at December 31, 2010 regarding the dollar amount
of loan principal repayments becoming due during the periods indicated. The tables do not include
any estimate of prepayments which significantly shorten the average life of all loans and may cause
our actual repayment experience to differ from that shown below. Demand loans having no stated
schedule of repayments and no stated maturity are reported as due in one year or less. The amounts
shown below exclude applicable loans in process and include net deferred loan costs. Our
adjustable-rate mortgage loans generally do not provide for downward adjustments below the initial
discounted contract rate. When market interest rates rise, as has occurred in recent periods, the
interest rates on these loans may increase based on the contract rate (the index plus the margin)
exceeding the initial interest rate floor.
Home | ||||||||||||||||||||||||||||||||||||||||
Residential | Equity & | |||||||||||||||||||||||||||||||||||||||
December 31, 2010 | Commercial | Commercial | Commercial | Real | Residential | Lines of | Total | |||||||||||||||||||||||||||||||||
(Dollars in thousands) | Real Estate | Business | Construction | Estate | Construction | Credit | Personal | Auto | Education | Loans | ||||||||||||||||||||||||||||||
Amounts due in: |
||||||||||||||||||||||||||||||||||||||||
One year or less |
$ | 77,201 | $ | 81,319 | $ | 212,119 | $ | 2,414 | $ | 10,846 | $ | 57,746 | $ | 3,224 | $ | 9,468 | $ | 56 | $ | 454,393 | ||||||||||||||||||||
More than 1-5 years |
66,240 | 93,848 | 30,473 | 11,848 | 311 | 49,417 | 9,347 | 103,693 | 1,025 | 366,202 | ||||||||||||||||||||||||||||||
More than 5-10 years |
34,635 | 46,646 | 21,724 | 92,811 | | 82,154 | 34,714 | 40,952 | 23,920 | 377,556 | ||||||||||||||||||||||||||||||
More than 10 years |
422,658 | 220,068 | 3,998 | 580,492 | | 99,558 | 46,751 | 31 | 224,695 | 1,598,251 | ||||||||||||||||||||||||||||||
Total |
$ | 600,734 | $ | 441,881 | $ | 268,314 | $ | 687,565 | $ | 11,157 | $ | 288,875 | $ | 94,036 | $ | 154,144 | $ | 249,696 | $ | 2,796,402 | ||||||||||||||||||||
12
The following table sets forth all loans at December 31, 2010 that are due after December 31,
2011 and have either fixed interest rates or floating or adjustable interest rates:
Floating or | ||||||||||||
(Dollars in thousands) | Fixed Rates | Adjustable Rates | Total | |||||||||
Commercial real estate |
$ | 63,981 | $ | 459,552 | $ | 523,533 | ||||||
Commercial business |
72,729 | 287,833 | 360,562 | |||||||||
Commercial construction |
21,724 | 34,471 | 56,195 | |||||||||
Residential real estate |
620,729 | 64,422 | 685,151 | |||||||||
Residential construction |
| 311 | 311 | |||||||||
Home equity and lines of credit |
231,129 | | 231,129 | |||||||||
Personal |
90,812 | | 90,812 | |||||||||
Automobile |
144,676 | | 144,676 | |||||||||
Education |
225,669 | 23,971 | 249,640 | |||||||||
Total |
$ | 1,471,449 | $ | 870,560 | $ | 2,342,009 | ||||||
Loan Activity
The following table shows loans originated, purchased and sold during the periods indicated:
Year Ended December 31, | ||||||||||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
Total loans at beginning of period |
$ | 2,790,119 | $ | 2,424,582 | $ | 2,120,922 | $ | 1,688,825 | $ | 1,733,153 | ||||||||||
Originations: |
||||||||||||||||||||
Commercial: |
||||||||||||||||||||
Commercial real estate |
72,176 | 66,842 | 114,126 | 211,386 | 141,578 | |||||||||||||||
Commercial business |
131,865 | 202,947 | 237,148 | 53,861 | 44,588 | |||||||||||||||
Commercial construction |
141,644 | 116,391 | 144,312 | 62,161 | 43,668 | |||||||||||||||
Total commercial loans |
345,685 | 386,180 | 495,586 | 327,408 | 229,834 | |||||||||||||||
Residential; |
||||||||||||||||||||
Residential real estate |
191,805 | 183,666 | 100,403 | 33,988 | 27,306 | |||||||||||||||
Residential construction |
12,031 | 8,940 | 8,462 | 1,959 | 8,978 | |||||||||||||||
Total real estate loans |
203,836 | 192,606 | 108,865 | 35,947 | 36,284 | |||||||||||||||
Consumer: |
||||||||||||||||||||
Home equity and lines of credit |
62,978 | 45,780 | 61,962 | 62,285 | 87,377 | |||||||||||||||
Automobile |
76,639 | 71,090 | 53,722 | 52,329 | 92,926 | |||||||||||||||
Personal |
43,853 | 52,894 | 86,557 | 24,898 | 37,757 | |||||||||||||||
Education |
| 16,425 | 39,564 | 18,694 | 26,712 | |||||||||||||||
Total consumer loans |
183,470 | 186,189 | 241,805 | 158,206 | 244,772 | |||||||||||||||
Total loans originated |
732,991 | 764,975 | 846,256 | 521,561 | 510,890 | |||||||||||||||
Loans acquired from FMS Financial |
| | | 443,016 | | |||||||||||||||
Purchases |
9,888 | 201,681 | 38,356 | 91 | 5,064 | |||||||||||||||
Less: |
||||||||||||||||||||
Principal payments and repayments |
720,508 | 560,617 | 580,166 | 529,335 | 551,351 | |||||||||||||||
Loan sales |
| 37,272 | | 2,941 | 8,592 | |||||||||||||||
Transfers to foreclosed real estate |
16,088 | 3,230 | 786 | 295 | 339 | |||||||||||||||
Total loans at end of period |
$ | 2,796,402 | $ | 2,790,119 | $ | 2,424,582 | $ | 2,120,922 | $ | 1,688,825 | ||||||||||
13
Deposits. Our deposit base is comprised of demand deposits, money market and passbook accounts
and time deposits. Deposits increased $433.1 million, or 12.3% to $3.9 billion at December 31,
2010. Increases in core deposits totaled $524.5 million and now represent 78% of our total deposit
portfolio. Approximately $310.0 million of the increase in core deposits was related to municipal
checking account growth with the majority of the remaining increases occurring in savings accounts.
The Company has experienced significant growth in municipal checking over the past three years
primarily due to the recruitment of an experienced team in our New Jersey market. Municipal
checking accounts consisted of approximately 1,447 accounts with an average balance of $769
thousand and represented 27.2% of the deposit base at December 31, 2010.
The following table sets forth the deposits as a percentage of total deposits for the periods
indicated:
2010 | 2009 | 2008 | ||||||||||||||||||||||
Percent of | Percent of | Percent of | ||||||||||||||||||||||
At December 31, | Total | Total | Total | |||||||||||||||||||||
(Dollars in thousands) | Amount | Deposits | Amount | Deposits | Amount | Deposits | ||||||||||||||||||
Non-interest bearing deposits |
$ | 282,050 | 7.2 | % | $ | 242,412 | 6.9 | % | $ | 226,382 | 8.3 | % | ||||||||||||
Interest-earning checking accounts |
420,873 | 10.7 | 359,977 | 10.3 | 307,556 | 11.2 | ||||||||||||||||||
Municipal checking accounts |
1,072,574 | 27.2 | 762,538 | 21.7 | 238,577 | 8.7 | ||||||||||||||||||
Money market accounts |
622,050 | 15.8 | 665,757 | 19.0 | 534,012 | 19.5 | ||||||||||||||||||
Savings accounts |
696,629 | 17.7 | 532,511 | 15.2 | 394,308 | 14.4 | ||||||||||||||||||
Time deposits |
848,128 | 21.4 | 946,052 | 26.9 | 1,040,844 | 37.9 | ||||||||||||||||||
Total |
$ | 3,942,304 | 100.0 | % | $ | 3,509,247 | 100.0 | % | $ | 2,741,679 | 100.0 | % | ||||||||||||
The Company is required to pledge securities to secure municipal deposits. At December 31,
2010 and 2009, the Company had pledged $863.4 million and $567.7 million, respectively, of
securities to secure these deposits.
The following table sets forth the time remaining until maturity for certificate of deposits of
$100,000 or more at December 31, 2010. The Company had $23.2 million in brokered deposits at
December 31, 2010, which are included in the table shown below:
December 31, 2010 | Certificates | |||
(Dollars in thousands) | of Deposit | |||
Maturity Period: |
||||
Three months or less |
$ | 55,249 | ||
Over three through six months |
29,569 | |||
Over six through twelve months |
68,290 | |||
Over twelve months |
46,153 | |||
Total |
$ | 199,261 | ||
The following table sets forth the deposit activity for the periods indicated:
Year Ended December 31, | ||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2008 | |||||||||
Beginning balance |
$ | 3,509,247 | $ | 2,741,679 | $ | 2,465,163 | ||||||
Increase before interest credited |
398,774 | 719,416 | 216,969 | |||||||||
Interest credited |
34,283 | 48,152 | 59,547 | |||||||||
Net increase in deposits |
433,057 | 767,568 | 276,516 | |||||||||
Ending balance |
$ | 3,942,304 | $ | 3,509,247 | $ | 2,741,679 | ||||||
Borrowings. We have the ability to utilize advances from the FHLB of Pittsburgh to supplement
our liquidity. As a member, we are required to own capital stock in the FHLB and are authorized
to apply for advances on the security of such stock and certain mortgage loans and other assets,
provided certain standards related to creditworthiness have been met. Advances are made under
several different programs, each having its own interest rate and range of maturities. We also
utilize securities sold under agreements to repurchase and overnight repurchase agreements, along
with the Federal Reserve Banks discount window and Federal Funds lines with correspondent banks to
supplement our supply of investable funds and to meet deposit withdrawal requirements. To secure
our borrowings, we generally pledge securities and/or loans. The types of securities pledged for
borrowings include, but are not limited to, agency GSE notes and agency mortgage-backed securities.
The types of loans pledged for borrowings include, but are not limited to, one-to four-family real
estate mortgage loans.
14
The following table sets forth the outstanding borrowings and weighted averages at the dates
indicated:
Year Ended December 31, | ||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2008 | |||||||||
Maximum amount outstanding at any month-end during period: |
||||||||||||
Federal Home Loan Bank advances |
$ | 169,750 | $ | 174,750 | $ | 225,750 | ||||||
Repurchase agreements |
235,000 | 240,145 | 240,273 | |||||||||
Federal Home Loan Bank overnight borrowings |
| | 151,255 | |||||||||
Federal Reserve Bank of Philadelphia overnight borrowings |
| 94,650 | 96,250 | |||||||||
Statutory trust debenture |
25,317 | 25,299 | 25,282 | |||||||||
Other |
| 35,896 | 72,446 | |||||||||
Average outstanding balance during period: |
||||||||||||
Federal Home Loan Bank advances |
134,628 | 174,599 | 190,684 | |||||||||
Repurchase agreements |
217,493 | 239,511 | 215,992 | |||||||||
Federal Home Loan Bank overnight borrowings |
274 | | 30,746 | |||||||||
Federal Reserve Bank of Philadelphia overnight borrowings |
555 | 9,348 | 4,417 | |||||||||
Statutory trust debenture |
25,308 | 25,290 | 25,273 | |||||||||
Other |
1,276 | 6,249 | 17,987 | |||||||||
Weighted average interest rate during period: |
||||||||||||
Federal Home Loan Bank advances |
3.81 | % | 4.22 | % | 4.34 | % | ||||||
Repurchase agreements |
4.36 | 4.38 | 4.38 | |||||||||
Federal Home Loan Bank overnight borrowings |
| | 1.04 | |||||||||
Federal Reserve Bank of Philadelphia overnight borrowings |
0.75 | 0.5 | 0.50 | |||||||||
Statutory trust debenture |
2.05 | 2.71 | 5.04 | |||||||||
Other |
0.20 | 3.13 | 2.36 | |||||||||
Balance outstanding at end of period: |
||||||||||||
Federal Home Loan Bank advances |
113,000 | 169,750 | 174,750 | |||||||||
Repurchase agreements |
135,000 | 235,000 | 240,177 | |||||||||
Federal Home Loan Bank overnight borrowings |
| | | |||||||||
Federal Reserve Bank of Philadelphia overnight borrowings |
| | 96,250 | |||||||||
Statutory trust debenture |
25,317 | 25,299 | 25,282 | |||||||||
Other |
| 3,571 | 43,595 | |||||||||
Weighted average interest rate at end of period: |
||||||||||||
Federal Home Loan Bank advances |
3.37 | % | 4.13 | % | 4.18 | % | ||||||
Repurchase agreements |
3.74 | 4.38 | 4.39 | |||||||||
Federal Home Loan Bank overnight borrowings |
| | | |||||||||
Federal Reserve Bank of Philadelphia overnight borrowings |
| | 0.50 | |||||||||
Statutory trust debenture |
1.88 | 1.83 | 3.58 | |||||||||
Other |
| 3.97 | 3.57 |
Results of Operations for the Years Ended December 31, 2010, 2009 and 2008
Financial Highlights. The Company recorded a net loss of $9.0 million for the year ended December
31, 2010 compared to net income of $17.1 million for the year ended December 31, 2009 and net
income of $16.5 million for the year ended December 31, 2008. The net loss recorded for the year
ended December 31, 2010 was primarily due to higher provisions for loan losses to account for
declining collateral values. The provision for loan losses increased to $70.2 million for the year
ended December 31, 2010 compared to $15.7 million and $18.9 million for the years ended December
31, 2009 and 2008, respectively. Net interest income increased $20.3 million to $147.6 million at
December 31, 2010 compared to $127.3 million at December 31, 2009.
Summary Income Statements
The following table sets forth the income summary for the periods indicated:
Year Ended December 31, | Change 2010/2009 | Change 2009/2008 | ||||||||||||||||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2008 | $ | % | $ | % | |||||||||||||||||||||
Net interest income |
$ | 147,618 | $ | 127,342 | $ | 114,011 | $ | 20,276 | 15.92 | % | $ | 13,331 | 11.69 | % | ||||||||||||||
Provision for loan losses |
70,200 | 15,697 | 18,901 | 54,503 | 347.22 | % | (3,204 | ) | (16.95 | %) | ||||||||||||||||||
Non-interest income |
27,220 | 26,847 | 23,604 | 373 | 1.39 | % | 3,243 | 13.74 | % | |||||||||||||||||||
Non-interest expenses |
128,390 | 119,866 | 98,303 | 8,524 | 7.11 | % | 21,563 | 21.94 | % | |||||||||||||||||||
Net (loss) income |
(8,963 | ) | 17,089 | 16,546 | (26,052 | ) | (152.45 | )% | 543 | 3.28 | % | |||||||||||||||||
Return on average equity |
(1.39 | )% | 2.74 | % | 2.70 | % | ||||||||||||||||||||||
Return on average assets |
(0.18 | )% | 0.40 | % | 0.44 | % |
15
Net Interest Income
Average Balance Table
The following table presents information regarding average balances of assets and liabilities, the
total dollar amounts of interest income and dividends from average interest-earning assets, the
total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting
annualized average yields and costs. The yields and costs for the periods indicated are derived by
dividing income or expense by the average daily balances of assets or liabilities, respectively,
for the periods presented. Loan fees are included in interest income on loans and are not
material. In addition, non-accrual loans are included in the average balances but are not deemed
material.
2010 | 2009 | 2008 | ||||||||||||||||||||||||||||||||||
Interest | Interest | Interest | ||||||||||||||||||||||||||||||||||
Year ended December 31, | Average | And | Yield/ | Average | And | Yield/ | Average | And | Yield/ | |||||||||||||||||||||||||||
(Dollars in thousands) | Balance | Dividends | Cost | Balance | Dividends | Cost | Balance | Dividends | Cost | |||||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||||||
Interest-bearing demand
deposits |
$ | | $ | | 0.00 | % | $ | | $ | | 0.00 | % | $ | 2,765 | $ | 29 | 1.05 | % | ||||||||||||||||||
Loans |
2,794,245 | 146,753 | 5.25 | 2,650,116 | 140,183 | 5.29 | 2,239,274 | 132,645 | 5.92 | |||||||||||||||||||||||||||
Trading securities |
7,804 | 85 | 1.10 | 139 | 1 | 0.72 | ||||||||||||||||||||||||||||||
Overnight investments |
172,712 | 437 | 0.25 | 47,734 | 113 | 0.23 | ||||||||||||||||||||||||||||||
Investment securities |
679,860 | 15,270 | 2.25 | 210,254 | 6,292 | 2.99 | 219,089 | 9,827 | 4.48 | |||||||||||||||||||||||||||
Mortgage-backed securities |
645,830 | 30,047 | 4.65 | 792,130 | 39,644 | 5.00 | 755,659 | 40,693 | 5.39 | |||||||||||||||||||||||||||
CMOs |
118,292 | 4,769 | 4.03 | 150,824 | 6,521 | 4.32 | 187,508 | 9,209 | 4.91 | |||||||||||||||||||||||||||
Other interest-earning assets |
27,306 | 153 | 0.56 | 28,068 | 220 | 0.78 | 20,001 | 523 | 2.61 | |||||||||||||||||||||||||||
Total interest-earning assets |
4,446,049 | 197,514 | 4.44 | 3,879,265 | 192,974 | 4.97 | 3,424,296 | 192,926 | 5.63 | |||||||||||||||||||||||||||
Non-interest-earning assets |
419,041 | 401,583 | 349,990 | |||||||||||||||||||||||||||||||||
Total Assets |
$ | 4,865,090 | $ | 4,280,848 | $ | 3,774,286 | ||||||||||||||||||||||||||||||
Liabilities and Stockholders
Equity: |
||||||||||||||||||||||||||||||||||||
Interest-earning checking |
$ | 1,305,741 | 10,541 | 0.81 | $ | 840,578 | 9,052 | 1.08 | $ | 441,591 | 5,490 | 1.24 | ||||||||||||||||||||||||
Money market |
622,762 | 4,981 | 0.80 | 611,930 | 8,402 | 1.37 | 491,449 | 12,307 | 2.50 | |||||||||||||||||||||||||||
Savings |
623,819 | 4,526 | 0.73 | 427,478 | 2,671 | 0.62 | 404,346 | 2,742 | 0.68 | |||||||||||||||||||||||||||
Time deposits |
881,287 | 14,710 | 1.68 | 980,641 | 26,724 | 2.73 | 1,031,525 | 38,603 | 3.74 | |||||||||||||||||||||||||||
Total interest-bearing deposits |
3,433,609 | 34,758 | 1.01 | 2,860,627 | 46,849 | 1.64 | 2,368,911 | 59,142 | 2.50 | |||||||||||||||||||||||||||
FHLB advances |
134,628 | 5,123 | 3.81 | 174,599 | 7,373 | 4.22 | 190,684 | 8,276 | 4.34 | |||||||||||||||||||||||||||
Repurchase agreements |
217,493 | 9,488 | 4.36 | 239,511 | 10,481 | 4.38 | 215,992 | 9,459 | 4.38 | |||||||||||||||||||||||||||
Federal reserve overnight
borrowings |
555 | 4 | 0.75 | 9,348 | 47 | 0.50 | 4,417 | 22 | 0.50 | |||||||||||||||||||||||||||
FHLB overnight borrowings |
274 | 2 | 0.61 | | | 0.00 | 30,746 | 319 | 1.04 | |||||||||||||||||||||||||||
Fed funds purchased |
983 | 2 | 0.25 | |||||||||||||||||||||||||||||||||
Statutory trust debenture |
25,308 | 519 | 2.05 | 25,290 | 686 | 2.71 | 25,273 | 1,274 | 5.04 | |||||||||||||||||||||||||||
Other borrowings |
293 | 0 | 0.00 | 6,249 | 196 | 3.14 | 17,987 | 423 | 2.36 | |||||||||||||||||||||||||||
3,813,143 | 49,896 | 1.31 | 3,315,624 | 65,632 | 1.98 | 2,854,010 | 78,915 | 2.77 | ||||||||||||||||||||||||||||
Non-interest-bearing deposits |
268,702 | 239,871 | 301,052 | |||||||||||||||||||||||||||||||||
Other non-interest-bearing
liabilities |
136,196 | 101,461 | 5,588 | |||||||||||||||||||||||||||||||||
Total liabilities |
4,218,041 | 49,896 | 3,656,956 | 65,632 | 3,160,650 | 78,915 | ||||||||||||||||||||||||||||||
Total stockholders equity |
647,049 | 623,892 | 613,636 | |||||||||||||||||||||||||||||||||
Total liabilities and
stockholders equity |
$ | 4,865,090 | $ | 4,280,848 | $ | 3,774,286 | ||||||||||||||||||||||||||||||
Net interest income |
$ | 147,618 | $ | 127,342 | $ | 114,011 | ||||||||||||||||||||||||||||||
Interest rate spread |
3.13 | % | 2.99 | % | 2.87 | % | ||||||||||||||||||||||||||||||
Net interest margin |
3.32 | % | 3.28 | % | 3.33 | % | ||||||||||||||||||||||||||||||
Average interest-earning assets
to average interest-bearing
liabilities |
116.60 | % | 117.00 | % | 119.98 | % | ||||||||||||||||||||||||||||||
16
Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes
on our net interest income. The rate column shows the effects attributable to changes in rate
(changes in rate multiplied by prior volume). The volume column shows the effects attributable to
changes in volume (changes in volume multiplied by prior rate). The net column represents the sum
of the prior columns. Changes attributable to changes in both rate and volume that cannot be
segregated have been allocated proportionally based on the changes due to rate and the changes due
to volume.
Year Ended 12/31/2010 | Year Ended 12/31/2009 | |||||||||||||||||||||||
Compared to | Compared to | |||||||||||||||||||||||
Year Ended 12/31/2009 | Year Ended 12/31/2008 | |||||||||||||||||||||||
Increase (Decrease) | Increase (Decrease) | |||||||||||||||||||||||
Due to | Due to | |||||||||||||||||||||||
(Dollars in thousands) | Volume | Rate | Net | Volume | Rate | Net | ||||||||||||||||||
Interest income: |
||||||||||||||||||||||||
Interest-bearing deposits |
$ | | $ | | $ | | $ | (29 | ) | $ | | $ | (29 | ) | ||||||||||
Loans receivable |
7,570 | (1,000 | ) | 6,570 | 21,732 | (14,194 | ) | 7,538 | ||||||||||||||||
Trading securities |
83 | 1 | 84 | 1 | | 1 | ||||||||||||||||||
Overnight investments |
316 | 8 | 324 | 113 | | 113 | ||||||||||||||||||
Investment securities |
10,548 | (1,570 | ) | 8,978 | (264 | ) | (3,271 | ) | (3,535 | ) | ||||||||||||||
Mortgage-backed securities |
(6,807 | ) | (2,790 | ) | (9,597 | ) | 1,825 | (2,874 | ) | (1,049 | ) | |||||||||||||
Collateralized mortgage obligations |
(1,312 | ) | (440 | ) | (1,752 | ) | (1,586 | ) | (1,102 | ) | (2,688 | ) | ||||||||||||
Other interest-earning assets |
(4 | ) | (63 | ) | (67 | ) | 63 | (366 | ) | (303 | ) | |||||||||||||
Total interest-earning assets |
10,394 | (5,854 | ) | 4,540 | 21,855 | (21,807 | ) | 48 | ||||||||||||||||
Interest expense: |
||||||||||||||||||||||||
Interest-earning checking accounts |
3,755 | (2,266 | ) | 1,489 | 4,297 | (735 | ) | 3,562 | ||||||||||||||||
Money market |
87 | (3,508 | ) | (3,421 | ) | 1,654 | (5,559 | ) | (3,905 | ) | ||||||||||||||
Savings accounts |
1,425 | 430 | 1,855 | 145 | (216 | ) | (71 | ) | ||||||||||||||||
Time deposits |
(1,658 | ) | (10,356 | ) | (12,014 | ) | (1,387 | ) | (10,492 | ) | (11,879 | ) | ||||||||||||
Total interest-bearing deposits |
3,609 | (15,700 | ) | (12,091 | ) | 4,709 | (17,002 | ) | (12,293 | ) | ||||||||||||||
FHLB advances |
(1,521 | ) | (729 | ) | (2,250 | ) | (679 | ) | (224 | ) | (903 | ) | ||||||||||||
Repurchase agreements |
(961 | ) | (32 | ) | (993 | ) | 1,029 | (7 | ) | 1,022 | ||||||||||||||
Federal Reserve overnight borrowings |
(63 | ) | 20 | (43 | ) | 47 | | 47 | ||||||||||||||||
FHLB overnight borrowings |
2 | | 2 | (319 | ) | | (319 | ) | ||||||||||||||||
Fed Funds purchased |
2 | | 2 | | | | ||||||||||||||||||
Statutory trust debenture |
| (167 | ) | (167 | ) | | (588 | ) | (588 | ) | ||||||||||||||
Other borrowings |
| (196 | ) | (196 | ) | (507 | ) | 258 | (249 | ) | ||||||||||||||
Total interest-bearing liabilities |
1,068 | (16,804 | ) | (15,736 | ) | 4,280 | (17,563 | ) | (13,283 | ) | ||||||||||||||
Net change in net interest income |
$ | 9,326 | $ | 10,950 | $ | 20,276 | $ | 17,575 | $ | (4,244 | ) | $ | 13,331 | |||||||||||
2010 vs. 2009. Net interest income increased $20.3 million or 15.9% to $147.6 million for 2010
from $127.3 million in 2009. Total interest income increased $4.5 million, or 2.4% to $197.5
million for 2010 as a result of increases in interest on loans of 4.7% to $146.8 million. The
increase in income from interest and fees on loans was primarily due to an increase in the average
balance of loans of 5.4% to $2.8 billion at December 31, 2010 from $2.7 billion at December 31,
2009. Total interest expense decreased $15.7 million or 24.0% to $49.9 million for 2010 due to a
decrease of 63 basis points in interest paid on deposits as a result of a shift from higher
interest time deposits to lower interest savings and demand deposits coupled with a decrease in the
average balance and rate on borrowings. During 2010, the average balance of our time deposits
decreased $99.3 million and the cost on time deposits decreased 105 basis points.
2009 vs. 2008. Net interest income increased $13.3 million or 11.7% to $127.3 million for 2009
from $114.0 million in 2008. Total interest income increased $48 thousand, or only 0.02% to $193.0
million for 2009 as a result of increases in interest and fees on loans and dividends on tax-exempt
investment securities offset by a decline in interest on taxable investment securities. The
increase in income from interest and fees on loans was primarily due to an increase in the average
balance of loans of 18.35% to $2.7 billion. Total interest expense decreased $13.3 million or
16.83% to $65.6 million for 2009 due to a decline in interest rates. During 2009, the average
balance of our time deposits decreased $50.9 million and the cost on time deposits decreased 101
basis points.
17
Provision for Loan Losses.
A provision for credit losses of $70.2 million was recorded for the year ended December 31, 2010
compared to $15.7 million and $18.9 million for the years ended December 31, 2009 and 2008,
respectively. The increase in the provision for loan losses recorded for year ended December 31,
2010 was primarily driven by increased reserves required for commercial real estate loans given the
continued deterioration in the value of collateral for these loans as the overall economic
environment in the Companys market area struggles to recover. Net charge-offs during year ended
December 31, 2010 were $70.7 million, compared to $6.7 million and $5.3 million during the years
ended December 31, 2009 and 2008, respectively. The Company charges-off any collateral deficiency
on all collateral dependent classified loans once they are 90 days delinquent. Education loans
greater than 90 days delinquent continue to accrue interest as these loans are guaranteed by the
government and have little risk of credit loss. The provision for loan losses was determined by
management to be an amount necessary to maintain a balance of allowance for loan losses at a level
that considers all known and current losses in the loan portfolio as well as potential losses due
to unknown factors such as the economic environment. Changes in the provision were based on
managements analysis of various factors such as: estimated fair value of underlying collateral,
recent loss experience in particular segments of the portfolio, levels and trends in delinquent
loans, and changes in general economic and business conditions.
The allowance for loan losses was $45.4 million, or 1.62% of total loans outstanding, as of
December 31, 2010 compared to $45.9 million, or 1.64% of total loans outstanding, as of December
31, 2009 and $36.9 million, or 1.52% of total loans outstanding, as of December 31, 2008. An
analysis of the changes in the allowance for loan losses is presented under Risk
ManagementAnalysis and Determination of the Allowance for Loan Losses below.
Non-interest Income. For the year ended December 31, 2010, non-interest income increased $373
thousand to $27.2 million from $26.8 million. This increase was primarily the result of additional
debit card fees, increases in insurance and advisory income, additional trading securities profits,
an increase in the cash surrender value of life insurance and a decrease in impairment charges on
securities available for sale, partially offset by a decrease in gains on sale of investment
securities available for sale of $4.1 million.
Non-interest Income Summary
The following table sets forth a summary of non-interest income for the periods indicated:
Year Ended December 31, | Change 2010/2009 | Change 2009/2008 | ||||||||||||||||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2008 | $ | % | $ | % | |||||||||||||||||||||
Insurance commission income |
$ | 8,658 | $ | 8,133 | $ | 10,090 | $ | 525 | 6.5 | % | ($1,957 | ) | (19.4 | )% | ||||||||||||||
Services charges and other income |
15,934 | 13,743 | 15,973 | 2,191 | 15.9 | (2,230 | ) | (14.0 | ) | |||||||||||||||||||
Impairment charge on securities
available-for-sale |
(88 | ) | (1,587 | ) | (3,216 | ) | 1,499 | (94.5 | ) | 1,629 | (50.7 | ) | ||||||||||||||||
Gains on sale of investment
securities available-for-sale |
2,390 | 6,530 | 757 | (4,140 | ) | (63.4 | ) | 5,773 | 762.6 | |||||||||||||||||||
Trading securities profits |
326 | 28 | | 298 | 1,064.3 | 28 | 100.0 | |||||||||||||||||||||
Total |
$ | 27,220 | $ | 26,847 | $ | 23,604 | $ | 373 | 1.4 | % | $ | 3,243 | 13.7 | % | ||||||||||||||
18
Non-interest Expenses. Non-interest expense increased $8.5 million, or 7.1%, to $128.4 million for
the year ended December 31, 2010 compared to the year ended December 31, 2009. The increases were
primarily due to increases in salaries and benefits from normal merit increases, as well as growth
in the number of employees. The Company also had increases in expenses for internet banking, debit
card rewards programs and other real estate owned. For the year ended December 31, 2010 the
Companys efficiency ratio improved to 73.4% compared to 77.7% for the year ended December 31,
2009.
Non-interest Expense Summary
The following table sets forth an analysis of non-interest expense for the periods indicated:
Change 2010/2009 | Change 2009/2008 | |||||||||||||||||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2008 | $ | % | $ | % | |||||||||||||||||||||
Salaries and employee benefits |
$ | 61,048 | $ | 58,251 | $ | 45,395 | $ | 2,797 | 4.8 | % | $ | 12,856 | 28.3 | % | ||||||||||||||
Occupancy expense |
11,815 | 11,992 | 11,693 | (177 | ) | (1.5 | ) | 299 | 2.6 | |||||||||||||||||||
Depreciation, amortization and
maintenance |
9,260 | 8,822 | 8,225 | 438 | 5.0 | 597 | 7.3 | |||||||||||||||||||||
Amortization of intangibles |
3,511 | 3,555 | 5,213 | (44 | ) | (1.2 | ) | (1,658 | ) | (31.8 | ) | |||||||||||||||||
Advertising |
5,898 | 5,889 | 6,300 | 9 | 0.2 | (411 | ) | (6.5 | ) | |||||||||||||||||||
Insurance |
1,767 | 1,943 | 2,235 | (176 | ) | (9.1 | ) | (292 | ) | (13.1 | ) | |||||||||||||||||
Professional fees |
4,731 | 4,046 | 4,300 | 685 | 16.9 | (254 | ) | (5.9 | ) | |||||||||||||||||||
Printing and supplies |
2,362 | 2,314 | 2,361 | 48 | 2.1 | (47 | ) | (2.0 | ) | |||||||||||||||||||
Correspondent Bank |
2,819 | 2,952 | 2,780 | (133 | ) | (4.5 | ) | 172 | 6.2 | |||||||||||||||||||
Postage |
1,329 | 1,241 | 1,142 | 88 | 7.1 | 99 | 8.7 | |||||||||||||||||||||
Impairment of goodwill |
| 976 | | (976 | ) | (100.0 | ) | 976 | 100.0 | |||||||||||||||||||
FDIC Assessment |
5,606 | 5,633 | 341 | (27 | ) | (0.5 | ) | 5,292 | 1,551.9 | |||||||||||||||||||
Internet Banking |
1,862 | 1,478 | 520 | 384 | 26.0 | 958 | 184.2 | |||||||||||||||||||||
Debit Card Rewards |
969 | 210 | | 759 | 361.4 | 210 | 100.0 | |||||||||||||||||||||
OREO Losses & Expenses |
1,008 | 337 | 200 | 671 | 199.1 | 137 | 68.5 | |||||||||||||||||||||
Loan Expenses |
2,727 | 2,573 | 1,117 | 154 | 6.0 | 1,456 | 130.4 | |||||||||||||||||||||
Other |
11,678 | 7,654 | 6,481 | 4,024 | 52.6 | 1,173 | 18.2 | |||||||||||||||||||||
Total |
$ | 128,390 | $ | 119,866 | $ | 98,303 | $ | 8,524 | 7.1 | $ | 21,563 | 21.9 | ||||||||||||||||
Income Tax Expense. The benefit for income taxes was $14.8 million for 2010, reflecting an
effective rate of 62.26%, compared to a provision for income taxes of $1.5 million for 2009,
reflecting an effective tax rate of 8.25%, and an income tax provision of $3.9 million for 2008,
reflecting an effective tax rate of 19.0%. The change from 2009 to 2010 is primarily due to a
change in pre-tax book income from a profit of $18.6 million in 2009 to a pre-tax loss of $23.8
million in 2010. The $42.4 million decrease in pre-tax earnings for the year ended December 31,
2010 was primarily due to higher provisions for loan losses. The provision for loan losses was
$70.2 million in 2010 as compared to $15.7 million for the year ended December 31, 2009. State
taxes decreased $2.4 million in 2010 to a benefit of $1.9 million from a provision of $0.5 million
in 2009. The tax rates differ from the statutory rate of 35% principally because of tax-exempt
investments, non-taxable income related to bank-owned life insurance and tax credits received on
affordable housing partnerships. These tax credits relate to investments maintained by the Company
as a limited partner in partnerships that sponsor affordable housing projects utilizing low-income
housing credits pursuant to Section 42 of the Internal Revenue Code.
As of December 31, 2010, the Company had net deferred tax assets totaling $31.9 million. These
deferred tax assets can only be realized if the Company generates taxable income in the future. We
regularly evaluate the realizability of deferred tax asset positions. In determining whether a
valuation allowance is necessary, we consider the level of taxable income in prior years to the
extent that carrybacks are permitted under current tax laws, as well as estimates of future pre-tax
and taxable income and tax planning strategies that would, if necessary, be implemented. We
currently maintain a valuation allowance for certain state net operating losses, charitable
contribution carryovers and other-than-temporary impairments, that management believes it is more
likely than not that such deferred tax assets will not be realized. We expect to realize our
remaining deferred tax assets over the allowable carryback and/or carryforward periods. Therefore,
no valuation allowance is deemed necessary against our remaining federal or remaining state
deferred tax assets as of December 31, 2010. However, if an unanticipated event occurred that
materially changed pre-tax and taxable income in future periods, an increase in the valuation
allowance may become necessary and it could be material to our financial statements.
19
Risk Management
Overview. Managing risk is an essential part of successfully managing a financial institution.
Our most prominent risk exposures are credit risk, interest rate risk and market risk. Credit risk
is the risk of not collecting the interest and/or the principal balance of a loan or investment
when it is due. Interest rate risk is the potential reduction of interest income as a result of
changes in interest rates. Market risk arises from fluctuations in interest rates that may result
in changes in the values of financial instruments, such as available-for-sale securities that are
accounted for at fair value. Other risks that we face are operational risks, liquidity risks and
reputation risk. Operational risks include risks related to fraud, regulatory compliance,
processing errors, technology and disaster recovery. Liquidity risk is the possible inability to
fund obligations to depositors, lenders or borrowers. Reputation risk is the risk that negative
publicity or press, whether true or not, could cause a decline in our customer base or revenue.
Credit Risk Management. During 2009, we established a Loan Review Department that is responsible
for completing a risk based review of credits prior to loan approval, managing risk rating
assignments for our commercial loan portfolio, as well as monitoring and analyzing our loan
portfolio on an ongoing basis. Representatives of the Loan Department report to the Board of
Directors on a quarterly basis.
Our strategy for credit risk management focuses on having well-defined credit policies and uniform
underwriting criteria and providing prompt attention to potential problem loans. In addition, new
loan credits are reviewed on a weekly basis by an in-house Loan Committee, which is comprised of
members of senior management including representatives of the the Companys Risk Management,
Finance and Lending Departments. Additionally, loan review analysis of the portfolio is provided
by our Loan Review Department, which provides reports associated with loan quality and risk rating
recommendations to senior management and the Board of Directors at a portfolio level as well as
relative to individual lender portfolios.
When a borrower fails to make a required loan payment, we take a number of steps to have the
borrower cure the delinquency and restore the loan to current status, including contacting the
borrower by letter and phone at regular intervals beginning on the seventh day of delinquency, or
when during the course of monitoring the loan, an event of default is indentified. When the
borrower is in default, we continue to escalate collection proceedings. If a foreclosure action is
instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure
sale, the real property securing the loan generally is secured by the Company at foreclosure, and
the Company proceeds with activities aimed to liquidate the collateral while optimizing return to
the Company. Generally, collection proceedings begin as soon as a consumer loan becomes past due
or when an event of default is identified. When a consumer loan becomes 45 days past due, we
institute attempts to repossess any personal property that secures the loan. Management informs
the Board of Directors monthly of the amount of delinquent, classified and charged-off loans. More
detailed information regarding delinquencies by loan type is provided to the Board of Directors on
a quarterly basis.
Analysis of Nonperforming, Classified Assets and Troubled Debt Restructured. We consider
repossessed assets and loans that are 90 days or more past due, except guaranteed student loans, to
be nonperforming assets. All loans are placed on nonaccrual status when they become 90 days
delinquent at which time the accrual of interest ceases and any collateral deficiency is charged
off. Typically, payments received on a nonaccrual loan are applied to the outstanding principal
balance of the loan.
Real estate that we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is
classified as real estate owned until it is sold. When property is acquired, it is recorded at the
lower of its cost or fair market value (FMV) less estimated costs to sell. Holding costs and
declines in fair value after acquisition of the property result in charges against income.
The Bank considers a loan a troubled debt restructured (TDR) when the borrower is experiencing
financial difficulty and we grant a concession that we would not otherwise consider but for the
borrowers financial difficulties. A TDR includes a modification of debt terms or assets received
in satisfaction of the debt (includes foreclosure or deed in lieu of foreclosure) or a combination
of types. The Bank evaluates selective criteria to determine if a borrower is experiencing
financial difficulty including the ability of the borrower to obtain funds from sources other than
the Bank at market rates. The Bank considers all TDR loans as impaired loans and they are put on
non-accrual status The Bank will not consider the loan a TDR if the loan modification was a result
of a customer retention program.
Once a loan has been classified as a TDR and has been put on non-accrual status, it will only be
put back on accruing status when the following criteria are met; 1) the ultimate collectability of
all amounts contractually due on the loan being considered for accrual status are not in doubt, and
2) there is a period of satisfactory payment performance by the borrower (either immediately before
or after the restructuring) before the loan is returned to accrual status. Generally, a period of
satisfactory payment performance by the borrower is at least six months for a monthly amortizing
loan; but could be a longer period of time depending on the facts and circumstances, including the
value of the loan collateral and consideration of guarantees. For loans in which the principal
amortization schedule is extended or where interest payments are deferred and capitalized; the
period of satisfactory payment performance is assessed in detail as the six month period noted
above will most likely not be long enough to support placing the loan back on accruing status.
20
The following table sets forth information with respect to our nonperforming assets at the dates
indicated. We had 24 TDRs at December 31, 2010 totaling $26.7 million, 18 at December 31, 2009
totaling $33.3 million and five at December 31, 2008 totaling $16.4 million and none for the other
periods presented. All TDRs are included in non-accrual loans at December 31, 2010. Management
monitors the activity and performance of non performing assets on a weekly basis.
December 31, | ||||||||||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
Nonaccrual loans: |
||||||||||||||||||||
Real estate loans: |
||||||||||||||||||||
One-to-four family |
$ | 13,414 | $ | 1,226 | $ | 13 | $ | 23 | $ | | ||||||||||
Commercial real estate |
60,288 | 64,317 | 15,394 | 4,939 | 363 | |||||||||||||||
Residential construction |
308 | | | | | |||||||||||||||
Total real estate loans |
74,010 | 65,543 | 15,407 | 4,962 | 363 | |||||||||||||||
Commercial business loans |
21,634 | 6,356 | 1,175 | 2,500 | | |||||||||||||||
Consumer loans: |
||||||||||||||||||||
Home equity lines of credit |
| | 248 | | | |||||||||||||||
Automobile loans |
70 | 274 | 224 | 223 | 171 | |||||||||||||||
Other consumer loans |
89 | 134 | 109 | | | |||||||||||||||
Total consumer loans |
159 | 408 | 581 | 223 | 171 | |||||||||||||||
Total nonaccrual loans |
95,803 | 72,307 | 17,163 | 7,685 | 534 | |||||||||||||||
Accruing loans past due 90 days or more: |
||||||||||||||||||||
Real estate loans: |
||||||||||||||||||||
One-to-four family |
44 | 4,405 | 6,192 | 3,700 | 2,425 | |||||||||||||||
Commercial real estate |
| 5,222 | 4,104 | 1,343 | 2,662 | |||||||||||||||
Residential construction |
| | | | | |||||||||||||||
Total real estate loans |
44 | 9,627 | 10,296 | 5,043 | 5,087 | |||||||||||||||
Commercial business loans |
| 1,448 | 2,889 | 64 | 83 | |||||||||||||||
Consumer loans: |
||||||||||||||||||||
Home equity lines of credit |
| 12 | | 36 | 54 | |||||||||||||||
Automobile loans |
| 176 | 114 | 117 | 130 | |||||||||||||||
Other consumer loans (1) |
27,888 | 36,912 | 7,584 | 3,366 | 2,263 | |||||||||||||||
Total consumer loans |
27,888 | 37,100 | 7,698 | 3,519 | 2,447 | |||||||||||||||
Total accruing loans past due 90 days or more |
27,932 | 48,175 | 20,883 | 8,626 | 7,617 | |||||||||||||||
Total non-performing loans |
123,735 | 120,482 | 38,046 | 16,311 | 8,151 | |||||||||||||||
Real estate owned |
16,694 | 9,061 | 6,297 | 4,797 | 2,809 | |||||||||||||||
Troubled debt restructurings |
| 33,337 | 16,442 | | | |||||||||||||||
Total nonperforming assets |
$ | 140,429 | $ | 162,880 | $ | 60,785 | $ | 21,108 | $ | 10,960 | ||||||||||
Total nonperforming loans to total loans |
4.42 | % | 4.32 | % | 1.57 | % | 0.77 | % | 0.48 | % | ||||||||||
Total nonperforming loans to total assets |
2.51 | % | 2.58 | % | 0.95 | % | 0.46 | % | 0.35 | % | ||||||||||
Total nonperforming assets to total assets |
2.85 | % | 3.49 | % | 1.52 | % | 0.59 | % | 0.48 | % | ||||||||||
Total real estate owned to total assets |
0.34 | % | 0.19 | % | 0.16 | % | 0.13 | % | 0.12 | % |
(1) | Includes government guaranteed student loans of $27.9 million and $33.2 million at December 31,
2010 and 2009, respectively. |
Non performing assets, including loans 90 days past due and still accruing, decreased to $140.4
million, or 2.85% of total assets at December 31, 2010 from $162.9 million, or 3.49% of total
assets at December 31, 2009 as a result of the charge-offs recorded during the year ended December
31, 2010. Net charge-offs for the year ended December 31, 2010 were $70.7 million compared to $6.7
million during the year ended December 31, 2009. The Company charges-off the collateral deficiency
on all collateral dependent classified loans once they are 90 days delinquent. Non performing
assets at December 31, 2010 and 2009, included $27.9 million, or 19.9%, and $33.2 million, or 20.4%,
respectively, of government guaranteed student loans where Beneficial has little risk of credit
loss. The Company continues to rigorously review our loan portfolio to ensure that the collateral
values remain sufficient to support the outstanding balances.
Interest income that would have been recorded for the year ended December 31, 2010, had
non-accruing loans been current according to their original terms, amounted to approximately $4.0
million.
21
Federal regulations require us to review and classify our assets on a regular basis. In addition,
the FDIC has the authority to identify problem assets and, if appropriate, require them to be
classified. The Banks credit review process includes a risk classification of all commercial and
residential loans that includes pass, special mention, substandard and doubtful. A loan is
classified as pass when payments are current and it is performing under the original contractual
terms and conditions. A loan is classified as special mention when the borrower exhibits potential
credit weakness or a downward trend which, if not checked or corrected, will weaken the asset or
inadequately protect the Banks position. While potentially weak, the borrower is currently
marginally acceptable; no loss of principal or interest is envisioned. A loan is classified as
substandard when the borrower has a well defined weakness or weaknesses that jeopardize the orderly
liquidation of the debt. A substandard loan is inadequately protected by the current net worth and
paying capacity of the obligor, normal repayment from this borrower is in jeopardy, and there is a
distinct possibility that a partial loss of interest and/or principal will occur if the
deficiencies are not corrected. A loan is classified as doubtful when a borrower has all weaknesses
inherent in a loan classified as substandard with the added provision that (1) the weaknesses make
collection of debt in full on the basis of currently existing facts, conditions and values highly
questionable and improbable (2) serious problems exist to the point where a partial loss of
principal is likely; or (3) the possibility of loss is extremely high, but because of certain
important, reasonably specific pending factors which may work to the advantage and strengthening of
the assets, its classification as an estimated loss is deferred until its more exact status may be
determined. Pending factors include proposed merger, acquisition, or liquidation procedures,
capital injection, perfecting liens and additional refinancing plans. The Company charges-off the
collateral deficiency on all loans classified as substandard for loan loss related to that asset.
In all cases, loans are placed on nonaccrual when 90 days past due or earlier if collection of
principal or interest is considered doubtful.
The following table summarizes classified assets of all portfolio types at the dates indicated:
At December 31, | ||||||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2008 | 2007 | ||||||||||||
Special mention assets |
$ | 42,643 | $ | 40,809 | $ | 42,233 | $ | | ||||||||
Substandard assets |
81,354 | 65,617 | 41,739 | 9,295 | ||||||||||||
Doubtful assets |
29,003 | 51,482 | 13,351 | 370 | ||||||||||||
Total classified assets |
$ | 153,000 | $ | 157,908 | $ | 97,323 | $ | 9,665 | ||||||||
Credit Risk Management. The objective of the Companys credit risk management strategy is to
quantify and manage credit risk on a segmented portfolio basis, as well as to limit the risk of
loss resulting from an individual customer default. The Companys credit risk management strategy
is based on three core principles: conservatism, diversification and monitoring. The Company
believes that effective credit risk management begins with conservative lending practices. These
practices include conservative exposure limits and conservative underwriting, documentation and
collection standards. The Companys credit risk management strategy also emphasizes diversification
on an industry and customer level as well as regular credit examinations and weekly management
reviews of large credit exposures and credits experiencing deterioration of credit quality. The
Board of Directors has granted loan approval authority to certain officers or groups of officers up
to prescribed limits, based on the officers experience and tenure. Generally, all commercial
loans less than $10.0 million must be approved by a Loan Committee, which is comprised of personnel
from the Credit, Finance and Lending departments. Individual loans or lending relationships with
aggregate exposure of more than $10.0 million must be approved by the Senior Loan Committee, which
is comprised of senior Bank officers and five non-employee directors. All loans or lending
relationships in excess of $20.0 million must be approved by the Senior Loan Committee of the
Companys Board, as well as the Executive Committee of the Board, which includes six non-employee
directors. Underwriting activities are centralized. The Credit Risk Review function, within
Enterprise Risk Management, provides objective assessments of the quality of underwriting and
documentation, the accuracy of risk grades and the charge-off, nonaccrual and reserve analysis
process. The Companys credit review process and overall assessment of required allowances is based
on quarterly assessments of the probable estimated losses inherent in the loan portfolio. The
Company uses these assessments to promptly identify potential problem loans within the portfolio,
maintain an adequate reserve and take any necessary charge-offs. The Company charges off the
collateral deficiency on all collateral dependent loans once they become 90 days delinquent.
Generally, all consumer loans are charged off once they become 90 days delinquent except for
education loans as they are guaranteed by the government and there is little risk of loss. In
addition to the individual review of larger commercial loans that exhibit probable or observed
credit weaknesses, the commercial credit review process includes the use of a risk grading system.
The enhanced risk rating system is consistent with Basel II expectations and allows for precision
in the analysis of commercial credit risk. Historical portfolio performance metrics, current
economic conditions and delinquency monitoring are factors used to assess the credit risk in the
Companys homogenous commercial, residential and consumer loan portfolio.
Analysis and Determination of the Allowance for Loan Losses. The allowance for loan losses is a
valuation allowance for probable losses inherent in the loan portfolio. We evaluate the adequacy
of the allowances for loan losses balance on loans on a quarterly basis. When additional
allowances are necessary, a provision for loan losses is charged to earnings.
Our methodology for assessing the appropriateness of the allowance for loan losses consists of: (1)
a specific valuation allowance on identified problem loans; (2) a general valuation allowance on
the remainder of the loan portfolio; and (3) an unallocated component. Although we determine the
amount of each element of the allowance separately, the entire allowance for loan losses is
available to absorb losses in the loan portfolio.
22
We evaluate all classified loans and establish a specific reserve if a determination is made that
full collectability may not be reasonably assured. When this occurs, we consider the estimated
fair value of the underlying collateral, less selling costs and other market conditions. If a
shortfall exists, we establish a specific allowance amount. For commercial real estate loans that
are collateral dependent, any collateral deficiency is charged-off after a loan is delinquent by 90
days.
We establish a general allowance for loans that are not evaluated separately for impairment to
recognize the inherent losses associated with lending activities. This general valuation allowance
is determined by segregating the loans by loan category and assigning allowance percentages to each
category. The percentages may be adjusted for significant factors that, in managements judgment,
affect the collectability of the portfolio as of the evaluation date. These significant risk
factors may include recent loss experience in particular segments of the portfolio, trends in loan
volumes, levels and trends in delinquent loans, changes in existing general economic and business
conditions affecting our primary lending areas, as well as other factors such as concentrations,
seasoning of the loan portfolio, and bank regulatory examination results. The applied loss factors
are reevaluated quarterly to ensure their relevance in the current economic environment. An
unallocated component covers uncertainties that could affect our estimate of probable losses.
We identify loans that may need to be charged off as a loss by reviewing all delinquent loans,
classified loans and other loans that management may have concerns about collectability. For
individually reviewed loans, the borrowers inability to make payments under the terms of the loan
as well as a shortfall in collateral value may result in a write down to managements estimate of
net realizable value.
The FDIC and Pennsylvania Department of Banking, as an integral part of their examination process,
periodically review our allowance for loan losses. The FDIC and Pennsylvania Department of Banking
may require us to make additional provisions for loan losses based on judgments different from
ours.
For the year ended December 31, 2010, a provision for loan losses of $70.2 million was recorded,
and the allowance for loan losses at December 31, 2010 was $45.4 million, or 1.6% of total loans
outstanding, compared to $45.9 million, or 1.6% of total loans outstanding, at December 31, 2009.
This allowance represents managements estimate of the amount necessary to cover known and inherent
losses in the loan portfolio.
The following table sets forth the breakdown of the allowance for loan losses by loan category at
the dates indicated:
2010 | 2009 | 2008 | 2007 | 2006 | ||||||||||||||||||||||||||||||||||||
Loan | Loan | Loan | Loan | Loan | ||||||||||||||||||||||||||||||||||||
Allowance | Category | Allowance | Category | Allowance | Category | Allowance | Category | Allowance | Category | |||||||||||||||||||||||||||||||
Allocated | as a % | Allocated | as a % | Allocated | as a % | Allocated | as a % of | Allocated | as a % of | |||||||||||||||||||||||||||||||
to Loan | of Total | to Loan | of Total | to Loan | of Total | to Loan | Total | to Loan | Total | |||||||||||||||||||||||||||||||
(Dollars in thousands) | Portfolio | Loans | Portfolio | Loans | Portfolio | Loans | Portfolio | Loans | Portfolio | Loans | ||||||||||||||||||||||||||||||
Commercial: |
||||||||||||||||||||||||||||||||||||||||
Commercial real estate |
$ | 14,793 | 21.5 | % | $ | 9,842 | 21.5 | % | $ | 15,748 | 22.4 | % | $ | 9,202 | 24.3 | % | $ | 8,124 | 24.1 | % | ||||||||||||||||||||
Commercial business loans |
14,407 | 15.8 | 20,515 | 15.7 | 7,185 | 13.2 | 4,837 | 6.4 | 1,955 | 5.8 | ||||||||||||||||||||||||||||||
Commercial construction |
9,296 | 9.6 | 4,344 | 9.5 | 6,996 | 10.0 | 3,118 | 8.3 | | 0.0 | ||||||||||||||||||||||||||||||
Total Commercial |
38,496 | 46.9 | 34,701 | 46.7 | 29,929 | 45.6 | 17,157 | 39.0 | 10,079 | 29.9 | ||||||||||||||||||||||||||||||
Residential: |
||||||||||||||||||||||||||||||||||||||||
Residential real estate |
1,854 | 24.6 | 5,460 | 23.3 | 3,152 | 20.9 | 1,763 | 22.6 | 970 | 16.5 | ||||||||||||||||||||||||||||||
Residential construction |
30 | 0.4 | 97 | 0.4 | 37 | 0.2 | | 0.1 | | 0.6 | ||||||||||||||||||||||||||||||
Total real estate loans |
1,884 | 25.0 | 5,557 | 23.7 | 3,189 | 21.1 | 1,763 | 22.7 | 970 | 17.1 | ||||||||||||||||||||||||||||||
Consumer: |
||||||||||||||||||||||||||||||||||||||||
Home equity & lines of credit |
2,136 | 10.3 | 2,169 | 11.3 | 1,400 | 15.0 | 2,370 | 18.5 | 2,326 | 22.9 | ||||||||||||||||||||||||||||||
Personal |
977 | 3.4 | 1,041 | 4.0 | 849 | 5.5 | 726 | 7.0 | 1,295 | 10.0 | ||||||||||||||||||||||||||||||
Education |
297 | 8.9 | 903 | 9.2 | 737 | 6.8 | 95 | 4.3 | 9 | 5.1 | ||||||||||||||||||||||||||||||
Automobile |
1,026 | 5.5 | 1,484 | 5.1 | 801 | 6.0 | 1,230 | 8.5 | 2,532 | 15.0 | ||||||||||||||||||||||||||||||
Total consumer |
4,436 | 28.1 | 5,597 | 29.4 | 3,787 | 33.3 | 4,421 | 38.3 | 6,162 | 53.0 | ||||||||||||||||||||||||||||||
Unallocated |
550 | | | | 157 | |||||||||||||||||||||||||||||||||||
Total allowance for loan
losses |
$ | 45,366 | 100.0 | % | $ | 45,855 | 100.0 | % | $ | 36,905 | 100.0 | % | $ | 23,341 | 100.0 | % | $ | 17,368 | 100.0 | % | ||||||||||||||||||||
23
Commercial Portfolio. The total allowance for loan losses related to the commercial portfolio
of $38.5 million at December 31, 2010 (2.9% of commercial loans) is consistent with $34.7 million
at December 31, 2009 (2.7% of commercial loans). However at December 31, 2009, the commercial
reserves included $15.7 million of specific reserves required for impaired loans, which totaled
$29.3 million, and $19.0 million of reserves for the remaining commercial loan portfolio. During
the year ended December 31, 2010, we recorded a partial charge-off for all of our classified
commercial loans with a collateral deficiency which totaled $66.3 million given our outlook for
commercial real estate. We also charge off any collateral deficiency for non-performing commercial
loans once a loan is 90 days past due. As a result, the entire reserve balance at December 31,
2010 consists of reserves against the pass rated and special mention commercial loan portfolio. The
increase in reserves from prior year-end is due to the weakening in commercial real estate
previously discussed.
Residential Loans. The allowance for the residential loan estate portfolio was $1.9 million at
December 31, 2010 and $5.5 million at December 31, 2009. The decrease in the allowance was due to
charge-offs of only $918 thousand experienced during the year on the residential loan portfolio.
Despite an increase in non-accruing residential loans, the actual charge-offs were not significant
as the collateral values on these properties had remained relatively sufficient to support the
loan. The Company expects that the difficult housing environment, as well as general economic
conditions, will continue to impact the residential loan portfolio which may result in higher loss
levels.
Consumer Loans. The allowance for the consumer loan portfolio decreased from $5.6 million at
December 31, 2009 to $4.4 million at December 31, 2010. The decrease in the reserve balance is due
to an increase in charge-offs experienced in the home equity loan portfolio from last year. The
allowance as a percentage of consumer loans was 0.6% at December 31, 2010 and 0.7% at December 31,
2009.
Unallocated Allowance. The unallocated allowance for loan losses was $550 thousand at December 31,
2010 and $0 at December 31, 2009. Management continuously evaluates its allowance methodology
however, the unallocated allowance is subject to changes each reporting period due to certain
inherent but undetected losses which are probable of being realized within the loan portfolio.
Although we believe that we use the best information available to establish the allowance for loan
losses, future adjustments to the allowance for loan losses may be necessary and our results of
operations could be adversely affected if circumstances differ substantially from the assumptions
used in making the determinations. Furthermore, while we believe we have established our allowance
for loan losses in conformity with generally accepted accounting principles, there can be no
assurance that regulators, in reviewing our loan portfolio, will not require us to increase our
allowance for loan losses. In addition, because future events affecting borrowers and collateral
cannot be predicted with certainty, there can be no assurance that the existing allowance for loan
losses is adequate or that increases will not be necessary should the quality of any loans
deteriorate as a result of the factors discussed above. Any material increase in the allowance for
loan losses may adversely affect our financial condition and results of operations.
24
The following table sets forth an analysis of the activity in the allowance for loan losses
for the periods indicated:
Year Ended December 31, | ||||||||||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2008 | 2007 | 2006 | |||||||||||||||
Allowance at beginning of period |
$ | 45,855 | $ | 36,905 | $ | 23,341 | $ | 17,368 | $ | 17,096 | ||||||||||
Provision for loan losses |
70,200 | 15,697 | 18,901 | 2,470 | 1,575 | |||||||||||||||
Charge offs: |
||||||||||||||||||||
Real estate loans: |
||||||||||||||||||||
One-to-four family |
918 | 6 | 35 | 72 | 44 | |||||||||||||||
Commercial real estate |
51,841 | 2,851 | 921 | 477 | | |||||||||||||||
Total real estate loans |
52,759 | 2,857 | 956 | 549 | 44 | |||||||||||||||
Commercial business loans |
14,505 | 1,870 | 2,753 | 188 | 12 | |||||||||||||||
Consumer: |
||||||||||||||||||||
Home equity lines of credit |
2,106 | 544 | 433 | 241 | 81 | |||||||||||||||
Automobile loans |
1,090 | 1,340 | 1,282 | 969 | 1,347 | |||||||||||||||
Other consumer loans |
1,182 | 1,092 | 539 | 444 | 813 | |||||||||||||||
Total consumer loans |
4,378 | 2,976 | 2,254 | 1,654 | 2,241 | |||||||||||||||
Total charge-offs |
71,642 | 7,703 | 5,963 | 2,391 | 2,297 | |||||||||||||||
Recoveries: |
||||||||||||||||||||
Real estate loans: |
||||||||||||||||||||
One-to-four family |
2 | 4 | 3 | 1 | 36 | |||||||||||||||
Commercial real estate |
162 | | | | | |||||||||||||||
Total real estate loans |
164 | 4 | 3 | 1 | 36 | |||||||||||||||
Commercial business |
171 | 212 | | | 1 | |||||||||||||||
Consumer: |
||||||||||||||||||||
Home equity lines of credit |
71 | 137 | 128 | 137 | 123 | |||||||||||||||
Automobile loans |
339 | 355 | 355 | 504 | 467 | |||||||||||||||
Other consumer loans |
208 | 248 | 140 | 237 | 367 | |||||||||||||||
Total consumer loans |
618 | 740 | 623 | 878 | 957 | |||||||||||||||
Total recoveries |
953 | 956 | 626 | 879 | 994 | |||||||||||||||
Net charge-offs |
70,689 | 6,747 | 5,337 | 1,512 | 1,303 | |||||||||||||||
Allowance acquired from merger |
| | | 5,015 | | |||||||||||||||
Allowance at end of period |
$ | 45,366 | $ | 45,855 | $ | 36,905 | $ | 23,341 | $ | 17,368 | ||||||||||
Allowance to nonperforming loans |
36.66 | % | 38.06 | % | 97.00 | % | 143.10 | % | 213.09 | % | ||||||||||
Allowance to total loans |
1.62 | % | 1.64 | % | 1.52 | % | 1.10 | % | 1.03 | % | ||||||||||
Net charge-offs to average loans |
2.53 | % | 0.25 | % | 0.24 | % | 0.08 | % | 0.07 | % |
Interest Rate Risk Management. Interest rate risk is defined as the exposure to current and
future earnings, and capital that arises from adverse movements in interest rates. Depending on a
banks asset/liability structure, adverse movements in interest rates could be either rising or
falling interest rates. For example, a bank with predominantly long-term fixed-rate loans, and
short-term deposits could have an adverse earnings exposure to a rising rate environment.
Conversely, a short-term or variable-rate asset base funded by longer-term liabilities could be
negatively affected by falling rates. This is referred to as repricing or maturity mismatch risk.
Interest rate risk also arises from changes in the slope of the yield curve (yield curve risk);
from imperfect correlations in the adjustment of rates earned and paid on different instruments
with otherwise similar repricing characteristics (basis risk); and from interest rate related
options embedded in the banks assets and liabilities (option risk).
Our goal is to manage our interest rate risk by determining whether a given movement in interest
rates affects our net income and the market value of our portfolio equity in a positive or negative
way, and to execute strategies to maintain interest rate risk within established limits. The
results at December 31, 2010 and 2009 indicate an acceptable level of risk. The 2010 and 2009
results indicate a profile which reflects interest rate risk exposures in both rising and declining
rate environments for both net interest income and economic value.
25
Model Simulation Analysis. The Company views interest rate risk from two different perspectives.
The traditional accounting perspective, which defines and measures interest rate risk as the change
in net interest income and earnings caused by a change in interest rates, provides the best view of
short-term interest rate risk exposure. The Company also views interest rate risk from an economic
perspective, which defines and measures interest rate risk as the change in the market value of
portfolio equity caused by changes in the values of assets and liabilities, which fluctuated due to
changes in interest rates. The market value of portfolio equity, also referred to as the economic
value of equity, is defined as the present value of future cash flows from existing assets, minus
the present value of future cash flows from existing liabilities.
These two perspectives give rise to income simulation and economic value simulation, each of which
presents a unique picture of our risk of any movement in interest rates. Income simulation
identifies the timing and magnitude of changes in income resulting from changes in prevailing
interest rates over a short-term time horizon (usually one year). Economic value simulation
captures more information and reflects the entire asset and liability maturity spectrum. Economic
value simulation reflects the interest rate sensitivity of assets and liabilities in a more
comprehensive fashion, reflecting all future time periods. It can identify the quantity of
interest rate risk as a function of the changes in the economic values of assets and liabilities,
and the equity of the Company. Both types of simulation assist in identifying, measuring,
monitoring and controlling interest rate risk and are employed by management to ensure that
variations in interest rate risk exposure will be maintained within policy guidelines.
The Asset/Liability Management Committee (ALCO) produces reports on a quarterly basis, which
compare baseline (no interest rate change) current positions showing forecasted net income, the
economic value of equity and the duration of individual asset and liability classes, and of equity.
Duration is defined as the weighted average time to the receipt of the present value of future
cash flows. These baseline forecasts are subjected to a series of interest rate changes, in order
to demonstrate or model the specific impact of the interest rate scenario tested on income, equity
and duration. The model, which incorporates all asset and liability rate information, simulates
the effect of various interest rate movements on income and equity value. The reports identify and
measure our interest rate risk exposure present in our current asset/liability structure. If the
results produce quantifiable interest rate risk exposure beyond our limits, then the testing will
have served as a monitoring mechanism to allow us to initiate asset/liability strategies designed
to reduce and therefore control interest rate risk.
The tables below set forth an approximation of our interest rate risk exposure. The simulation
uses projected repricing of assets and liabilities at December 31, 2010 and December 31, 2009. The
primary interest rate exposure measurement applied to the entire balance sheet is the effect on net
interest income and earnings of a gradual change in market interest rates of plus or minus 200
basis points over a one year time horizon, and the effect on economic value of equity of gradual
change in market interest rates of plus or minus 200 basis points for all projected future cash
flows. Various assumptions are made regarding the prepayment speed and optionality of loans,
investments and deposits, which are based on analysis, market information. The assumptions
regarding optionality, such as prepayments of loans and the effective maturity of non-maturity
deposit products are documented periodically through evaluation under varying interest rate
scenarios.
Because prospective effects of hypothetical interest rate changes are based on a number of
assumptions, these computations should not be relied upon as indicative of actual results. While
we believe such assumptions to be reasonable, there can be no assurance that assumed prepayment
rates will approximate actual future prepayment activity on mortgage-backed securities,
collateralized mortgage obligations and loans. Further, the computation does not reflect any
actions that management may undertake in response to changes in interest rates. Management
periodically reviews its rate assumptions based on existing and projected economic conditions.
As of December 31, 2010 (Dollars in thousands):
Basis point change in rates | -200 | Base Forecast | +200 | |||||||||
Net Interest Income at Risk: |
||||||||||||
Net Interest Income |
$ | 134,797 | $ | 155,296 | $ | 145,525 | ||||||
% change |
(13.20 | )% | (6.29 | )% | ||||||||
Economic Value at Risk: |
||||||||||||
Equity |
$ | 668,044 | $ | 686,050 | $ | 524,800 | ||||||
% change |
(2.62 | )% | (23.50 | )% |
As of December 31, 2009 (Dollars in thousands):
Basis point change in rates | -200 | Base Forecast | +200 | |||||||||
Net Interest Income at Risk: |
||||||||||||
Net Interest Income |
$ | 155,463 | $ | 158,508 | $ | 155,032 | ||||||
% change |
(1.92 | )% | (2.19 | )% | ||||||||
Economic Value at Risk: |
||||||||||||
Equity |
$ | 586,859 | $ | 593,075 | $ | 470,299 | ||||||
% change |
(1.05 | )% | (20.70 | )% |
26
As of December 31, 2010 and 2009, based on the scenarios above, net interest income and
economic value of equity would be negatively impacted by a 200 basis point increase in interest
rates. The current historically low interest rate environment reduces the reliability of the
measurement of a 200 basis point decline in interest rates; as such a decline would result in
negative interest rates. The Company has established an interest rate floor of zero percent for
purposes of measuring interest rate risk. Such a floor in our income simulation results in a
reduction in our net interest margin as more of our liabilities than our assets are impacted by the
zero percent floor. In addition, economic value of equity is also reduced in a declining rate
environment due to the negative impact to deposit premium values.
Overall, our 2010 results indicate that we are adequately positioned with limited net interest
income and economic value at risk and that all interest rate risk results continue to be within our
policy guidelines.
Liquidity Risk.
Liquidity risk is the risk of being unable to meet obligations as they come due at a reasonable
funding cost. We mitigate this risk by attempting to structure our balance sheet prudently and by
maintaining diverse borrowing resources to fund potential cash needs. For example, we structure our
balance sheet so that we fund less liquid assets, such as loans, with stable funding sources, such
as retail deposits, long-term debt, wholesale deposits, and capital. We assess liquidity needs
arising from asset growth, maturing obligations, and deposit withdrawals, considering operations in
both the normal course of business and times of unusual events. In addition, we consider our
off-balance sheet arrangements and commitments that may impact liquidity in certain business
environments.
Our ALCO measures liquidity risks, sets policies to manage these risks, and reviews adherence to
those policies at its monthly meetings. For example, we manage the use of short-term unsecured
borrowings as well as total wholesale funding through policies established and reviewed by ALCO. In
addition, the Executive Committee of our Board sets liquidity limits and reviews current and
forecasted liquidity positions at each of its regularly scheduled meetings.
We have contingency funding plans that assess liquidity needs that may arise from certain stress
events such as rapid asset growth and financial market disruptions. Our contingency plans also
provide for continuous monitoring of net borrowed funds dependence and available sources of
contingent liquidity. These sources of contingent liquidity include capacity to borrow at the
Federal Reserve discount window and from the FHLB system and the ability to sell, pledge or borrow
against unencumbered securities in the Companys investment portfolio. As of December 31, 2010, the
potential liquidity from these three sources totaled $1.7 billion, which is an amount we believe
currently exceeds any contingent liquidity needs.
Uses of Funds. Our primary uses of funds include the extension of loans and credit, the purchase
of investment securities, working capital, and debt and capital service. In addition, contingent
uses of funds may arise from events such as financial market disruptions.
Sources of Funds. Our primary sources of funds include a large, stable deposit base. Core
deposits, primarily gathered from our retail branch network, are our largest and most
cost-effective source of funding. During 2010 and 2009, the Company experienced strong core deposit
growth. Core deposits totaled $3.1 billion as of December 31, 2010, up from $2.6 billion as of
December 31, 2009. The Company used core deposit growth to replace borrowings, contributing to the
Companys strong liquidity position. We also maintain access to a diversified base of wholesale
funding sources. These uncommitted sources include Fed funds purchased from other banks, securities
sold under agreements to repurchase, brokered certificates of deposit, and FHLB advances. Aggregate
wholesale funding totaled $273 million as of December 31, 2010 reduced from $433 million as of
December 31, 2009. In addition, at December 31, 2010, we had arrangements to borrow up to $1.3
billion from the Federal Home Loan Bank of Pittsburgh and the Federal Reserve Bank of Philadelphia.
On December 31, 2010, we had $113.0 million of Federal Home Loan Bank advances outstanding
and $178.9 million of Federal Home Loan Bank Letters of Credit outstanding.
A significant use of our liquidity is the funding of loan originations. At December 31, 2010, we
had $311.9 million in loan commitments outstanding, which consisted of $73.1 million and $34.1
million in commercial and consumer commitments to fund loans, respectively, $112.0 million and
$64.8 million in commercial and consumer unused lines of credit, respectively, and $27.8 million in
standby letters of credit. Historically, many of the commitments expire without being fully drawn;
therefore, the total commitment amounts do not necessarily represent future cash requirements.
Another significant use of our liquidity is the funding of deposit withdrawals. Certificates of
deposit due within one year of December 31, 2010 totaled $622.8 million, or 73.4% of certificates
of deposit. The large percentage of certificates of deposit that mature within one year reflects
customers hesitancy to invest their funds for long periods in the recent low interest rate
environment. If these maturing deposits do not remain with us, we will be required to seek other
sources of funds, including other certificates of deposit and borrowings. Depending on market
conditions, we may be required to pay higher rates on such deposits or other borrowings than we
currently pay on the certificates of deposit due on or before December 31, 2011. We have the
ability to attract and retain deposits by adjusting the interest rates offered.
27
The following table presents certain of our contractual obligations at December 31, 2010:
Payments due | ||||||||||||||||||||
by period | ||||||||||||||||||||
Less than | One to | Three to | More Than Five | |||||||||||||||||
(Dollars in thousands) | Total | One Year | Three Years | Five Years | Years | |||||||||||||||
Commitments to fund loans |
$ | 107,217 | $ | 107,217 | $ | | $ | | $ | | ||||||||||
Unused lines of credit |
176,848 | 111,980 | | | 64,868 | |||||||||||||||
Standby letters of credit |
27,849 | 27,849 | | | | |||||||||||||||
Operating lease obligations |
36,877 | 5,290 | 10,083 | 5,485 | 16,019 | |||||||||||||||
Total |
$ | 348,791 | $ | 252,336 | $ | 10,083 | $ | 5,485 | $ | 80,887 | ||||||||||
Our primary investing activities are the origination and purchase of loans and the purchase of
securities. Our primary financing activities consist of activity in deposit accounts and
borrowings. Deposit flows are affected by the overall level of interest rates, the interest rates
and products offered by us and our local competitors and other factors. We generally manage the
pricing of our deposits to be competitive. Occasionally, we offer promotional rates on certain
deposit products to attract deposits.
In the third quarter of 2009, the FDIC, in response to the need to replenish DIF balances that
declined as a result of recent bank failures, announced details of a plan to restore DIF balances.
The restoration plan, as subsequently approved, required all FDIC insured banks to prepay their
risk-based assessments for the years 2010, 2011, and 2012. The assessments, usually due quarterly,
were instead required to be estimated for the three future years and paid prior to December 31,
2009. In conjunction with the adoption of this rule, the FDIC also approved a three-basis point
increase in assessment rates effective on January 1, 2011. Our estimate of three future years of
assessments under this restoration plan was $18.8 million with the estimated assessment for 2010
calculated at current rates. We paid that assessment to the FDIC on December 29, 2009 and
concurrently recorded a prepaid asset in that amount within other assets in the Consolidated
Balance Sheets. We anticipate funding any differences between our prepayment and actual amounts due
each quarter using our existing available liquidity.
The Company is a separate legal entity from the Bank and must provide for its own liquidity. In
addition to its operating expenses, the Company is responsible for paying any dividends declared to
its shareholders. The Companys primary source of income is dividends received from the Bank. The
amount of dividends that the Bank may declare and pay to the Company is generally restricted under
Pennsylvania law to the retained earnings of the Bank. At December 31, 2010, the Company had
liquid assets of $90.3 million.
Capital Management. We are subject to various regulatory capital requirements administered by the
Federal Deposit Insurance Corporation, including a risk-based capital measure. The risk-based
capital guidelines include both a definition of capital and a framework for calculating
risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk
categories. At December 31, 2010, we exceeded all of our regulatory capital requirements. We are
considered well capitalized under regulatory guidelines. See Regulatory Capital Compliance at
Note 13 to the consolidated financial statements.
At December 31, 2010, the Banks ratio of Tier 1 Capital to risk-weighted assets equaled 8.89%, or
$432.4 million, well above the ratio necessary to be considered well capitalized under the Federal
Prompt Corrective Action Regulations. We will manage our capital for maximum stockholder benefit.
While the significant increase in equity which resulted from our initial public stock offering in
July 2007 adversely impacts our return on equity, our financial condition and results of operations
were enhanced by the capital from the offering, resulting in increased net interest-earning assets
and net income. Further, in the current economic environment, our strong capital position leaves
the Company well-positioned to meet our customers needs and to execute on our growth strategies.
We may use capital management tools such as cash dividends and common share repurchases. In
September 2008, we announced the adoption of a stock repurchase program that enables the Company to
acquire up to 1,823,584 shares, or 5.0% of the Companys outstanding common stock not held by the
MHC. Such repurchases may be conducted through open market purchases or privately negotiated
transactions when, at managements discretion, it is determined that market conditions and other
factors warrant the repurchase of the Companys stock. Repurchased shares will be held in
Treasury. At December 31, 2010, 1,549,904 shares had been repurchased under this program.
Off-Balance Sheet Arrangements. In the normal course of operations, we engage in a variety of
financial transactions that, in accordance with generally accepted accounting principles, are not
recorded in our consolidated financial statements. These transactions involve, to varying degrees,
elements of credit, interest rate and liquidity risk. Such transactions are used primarily to
manage customers requests for funding and take the form of loan commitments and lines of credit.
For information about our loan commitments and unused lines of credit, see Note 18 to the
consolidated financial statements. For the year ended December 31, 2010, we did not engage in any
off-balance sheet transactions reasonably likely to have a material effect on our financial
condition, results of operations or cash flows.
Recent Accounting Pronouncements.
See summary of significant accounting pronouncement in Note 2 of the Companys financial
statements.
28
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors and Stockholders of
Beneficial Mutual Bancorp, Inc. and Subsidiaries
Beneficial Mutual Bancorp, Inc. and Subsidiaries
Philadelphia, Pennsylvania
We have audited the accompanying consolidated statements of financial condition of Beneficial
Mutual Bancorp, Inc. and subsidiaries (the Company) as of December 31, 2010 and 2009, and the
related statements of operations, changes in stockholders equity, and cash flows for each of the
three years in the period ended December 31, 2010. These financial statements are the
responsibility of the Companys 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, such consolidated financial statements present fairly, in all material respects,
the financial position of Beneficial Mutual Bancorp, Inc. and subsidiaries as of December 31, 2010
and 2009, and the results of their operations and their cash flows for each of the three years in
the period ended December 31, 2010, in conformity with accounting principles generally accepted in
the United States of America.
We have also audited, in accordance with the standards of the Public Company Accounting Oversight
Board (United States), the Companys internal control over financial reporting as of December 31,
2010, based on the criteria established in Internal ControlIntegrated Framework issued by the
Committee of Sponsoring Organizations of the Treadway Commission and our report dated March 11,
2011 expressed an unqualified opinion on the Companys internal control over financial reporting.
/s/
Deloitte & Touche, LLP
Philadelphia, Pennsylvania
March 11, 2011
March 11, 2011
29
BENEFICIAL MUTUAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except per share amounts)
As of December 31, 2010 and 2009
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Dollars in thousands, except per share amounts)
As of December 31, 2010 and 2009
2010 | 2009 | |||||||
ASSETS |
||||||||
CASH AND CASH EQUIVALENTS: |
||||||||
Cash and due from banks |
$ | 33,778 | $ | 39,739 | ||||
Overnight Investments |
56,521 | 139,962 | ||||||
Total cash and cash equivalents |
90,299 | 179,701 | ||||||
Trading securities |
6,316 | 31,825 | ||||||
INVESTMENT SECURITIES: |
||||||||
Available-for-sale, at fair value (amortized cost of $1,527,183 and $1,260,670 at December
31, 2010 and 2009, respectively) |
1,541,991 | 1,287,106 | ||||||
Held-to-maturity (estimated fair value of $88,648 and $49,853 at December 31, 2010 and
2009, respectively) |
86,609 | 48,009 | ||||||
Federal Home Loan Bank stock, at cost |
23,244 | 28,068 | ||||||
Total investment securities |
1,651,844 | 1,363,183 | ||||||
LOANS: |
2,796,402 | 2,790,119 | ||||||
Allowance for loan losses |
(45,366 | ) | (45,855 | ) | ||||
Net loans |
2,751,036 | 2,744,264 | ||||||
ACCRUED INTEREST RECEIVABLE |
19,566 | 19,375 | ||||||
BANK PREMISES AND EQUIPMENT, Net |
64,339 | 81,255 | ||||||
OTHER ASSETS: |
||||||||
Goodwill |
110,486 | 110,486 | ||||||
Bank owned life insurance |
33,818 | 32,357 | ||||||
Other intangibles |
16,919 | 20,430 | ||||||
Other assets |
185,162 | 90,804 | ||||||
Total other assets |
346,385 | 254,077 | ||||||
TOTAL ASSETS |
$ | 4,929,785 | $ | 4,673,680 | ||||
LIABILITIES AND STOCKHOLDERS EQUITY |
||||||||
LIABILITIES: |
||||||||
Deposits: |
||||||||
Non-interest bearing deposits |
$ | 282,050 | $ | 242,412 | ||||
Interest-bearing deposits |
3,660,254 | 3,266,835 | ||||||
Total deposits |
3,942,304 | 3,509,247 | ||||||
Borrowed funds |
273,317 | 433,620 | ||||||
Other liabilities |
98,617 | 93,812 | ||||||
Total liabilities |
4,314,238 | 4,036,679 | ||||||
COMMITMENTS AND CONTINGENCIES (Note 18) |
||||||||
STOCKHOLDERS EQUITY: |
||||||||
Preferred Stock $.01 par value; 100,000,000 shares authorized,
None issued or outstanding as of December 31, 2010 and December 31, 2009 |
| | ||||||
Common Stock $.01 par value 300,000,000 shares authorized, 82,267,457 and 82,264,457
issued and 80,717,553 and 81,853,553 outstanding, as of December 31, 2010 and 2009,
respectively. |
823 | 823 | ||||||
Additional paid-in capital |
348,415 | 345,356 | ||||||
Unearned common stock held by employee stock ownership plan |
(22,587 | ) | (25,489 | ) | ||||
Retained earnings |
304,232 | 313,195 | ||||||
Accumulated other comprehensive (loss) income |
(1,882 | ) | 6,712 | |||||
Treasury Stock at cost, 1,549,904 shares and 410,904 shares at December 31, 2010 and 2009,
respectively. |
(13,454 | ) | (3,596 | ) | ||||
Total stockholders equity |
615,547 | 637,001 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 4,929,785 | $ | 4,673,680 | ||||
See accompanying notes to consolidated financial statements.
30
BENEFICIAL MUTUAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
For the Years Ended December 31, 2010, 2009 and 2008
CONSOLIDATED STATEMENTS OF OPERATIONS
(Dollars in thousands, except per share amounts)
For the Years Ended December 31, 2010, 2009 and 2008
2010 | 2009 | 2008 | ||||||||||
INTEREST INCOME: |
||||||||||||
Interest and fees on loans |
$ | 146,753 | $ | 140,183 | $ | 132,645 | ||||||
Interest on overnight investments |
437 | 113 | 523 | |||||||||
Interest on trading securities |
85 | 1 | | |||||||||
Interest and dividends on investment securities: |
||||||||||||
Taxable |
45,627 | 49,438 | 58,054 | |||||||||
Tax-exempt |
4,612 | 3,239 | 1,704 | |||||||||
Total interest income |
197,514 | 192,974 | 192,926 | |||||||||
INTEREST EXPENSE: |
||||||||||||
Interest on deposits: |
||||||||||||
Interest bearing checking accounts |
10,541 | 9,052 | 5,490 | |||||||||
Money market and savings deposits |
9,507 | 11,073 | 15,049 | |||||||||
Time deposits |
14,710 | 26,724 | 38,603 | |||||||||
Total |
34,758 | 46,849 | 59,142 | |||||||||
Interest on borrowed funds |
15,138 | 18,783 | 19,773 | |||||||||
Total interest expense |
49,896 | 65,632 | 78,915 | |||||||||
Net interest income |
147,618 | 127,342 | 114,011 | |||||||||
PROVISION FOR LOAN LOSSES |
70,200 | 15,697 | 18,901 | |||||||||
Net interest income after provision for loan losses |
77,418 | 111,645 | 95,110 | |||||||||
NON-INTEREST INCOME: |
||||||||||||
Insurance and advisory commission and fee income |
8,658 | 8,133 | 10,090 | |||||||||
Service charges and other income |
15,934 | 13,743 | 15,973 | |||||||||
Impairment charge on securities available-for-sale |
(88 | ) | (1,587 | ) | (3,216 | ) | ||||||
Net gain on sale of investment securities available-for-sale |
2,390 | 6,530 | 757 | |||||||||
Trading securities profits |
326 | 28 | | |||||||||
Total non-interest income |
27,220 | 26,847 | 23,604 | |||||||||
NON-INTEREST EXPENSE: |
||||||||||||
Salaries and employee benefits |
61,048 | 58,251 | 52,684 | |||||||||
Pension curtailment gain |
| | (7,289 | ) | ||||||||
Occupancy expense |
11,815 | 11,992 | 11,693 | |||||||||
Depreciation, amortization and maintenance |
9,260 | 8,822 | 8,225 | |||||||||
Marketing expense |
5,898 | 5,889 | 6,300 | |||||||||
Intangible amortization expense |
3,511 | 3,555 | 5,213 | |||||||||
Impairment of goodwill |
| 976 | | |||||||||
FDIC insurance |
5,606 | 5,633 | 341 | |||||||||
Other |
31,252 | 24,748 | 21,136 | |||||||||
Total non-interest expense |
128,390 | 119,866 | 98,303 | |||||||||
(Loss) income before income taxes |
(23,752 | ) | 18,626 | 20,411 | ||||||||
INCOME TAX (BENEFIT) EXPENSE |
(14,789 | ) | 1,537 | 3,865 | ||||||||
Net (loss) income |
$ | (8,963 | ) | $ | 17,089 | $ | 16,546 | |||||
NET (LOSS) EARNINGS PER SHARE Basic and Diluted |
$ | (0.12 | ) | $ | 0.22 | $ | 0.21 | |||||
Average common shares outstanding Basic |
77,593,808 | 77,693,082 | 78,702,419 | |||||||||
Average common shares outstanding Diluted |
77,593,808 | 77,723,668 | 78,702,419 |
See accompanying notes to consolidated financial statements.
31
BENEFICIAL MUTUTAL BANCORP, INC. AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Dollars in thousands, except per share amounts)
For the Years Ended December 31, 2010, 2009 and 2008
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
(Dollars in thousands, except per share amounts)
For the Years Ended December 31, 2010, 2009 and 2008
Accumulated | ||||||||||||||||||||||||||||||||||||
Additional | Common Stock | Other | Total | |||||||||||||||||||||||||||||||||
Number | Common | Paid in | held by | Retained | Treasury | Comprehensive | Stockholders | Comprehensive | ||||||||||||||||||||||||||||
of Shares | Stock | Capital | ESOP | Earnings | Stock | Income (Loss) | Equity | Income (Loss) | ||||||||||||||||||||||||||||
BEGINNING BALANCE, JANUARY 1, 2008 |
82,264,600 | $ | 823 | $ | 360,126 | $ | (30,635 | ) | $ | 291,360 | $ | | $ | (1,877 | ) | $ | 619,797 | |||||||||||||||||||
Net income |
16,546 | 16,546 | 16,546 | |||||||||||||||||||||||||||||||||
ESOP shares committed to be released |
236 | 2,125 | 2,361 | |||||||||||||||||||||||||||||||||
Stock option expense |
433 | 433 | ||||||||||||||||||||||||||||||||||
Restricted stock shares |
683 | 683 | ||||||||||||||||||||||||||||||||||
Funding of restricted stock awards |
(19,074 | ) | (19,074 | ) | ||||||||||||||||||||||||||||||||
Other |
(143 | ) | 16 | 16 | ||||||||||||||||||||||||||||||||
Net unrealized gain on AFS securities
arising during the year (net of
deferred tax of $1,902) |
3,533 | 3,533 | 3,533 | |||||||||||||||||||||||||||||||||
Reclassification adjustment for net
gains AFS securities included in net
income (net of tax of $265) |
(492 | ) | (492 | ) | (492 | ) | ||||||||||||||||||||||||||||||
Reclassification adjustment for OTTI
(net of tax benefit of $1,126) |
2,090 | 2,090 | 2,090 | |||||||||||||||||||||||||||||||||
Pension and other postretirement
benefit plan adjustments (net of tax
of $6,087) |
(11,306 | ) | (11,306 | ) | (11,306 | ) | ||||||||||||||||||||||||||||||
Immediate recognition of prior
service cost and unrealized gain due to
curtailment (Net of deferred tax of
$4,175) |
7,753 | 7,753 | 7,753 | |||||||||||||||||||||||||||||||||
Comprehensive income |
$ | 18,124 | ||||||||||||||||||||||||||||||||||
Split-dollar life insurance adjustment |
(11,800 | ) | (11,800 | ) | ||||||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2008 |
82,264,457 | $ | 823 | $ | 342,420 | $ | (28,510 | ) | $ | 296,106 | $ | | $ | (299 | ) | $ | 610,540 | |||||||||||||||||||
Net Income |
17,089 | 17,089 | 17,089 | |||||||||||||||||||||||||||||||||
ESOP shares committed to be released |
(91 | ) | 3,021 | 2,930 | ||||||||||||||||||||||||||||||||
Stock option expense |
1,266 | 1,266 | ||||||||||||||||||||||||||||||||||
Restricted stock shares |
1,761 | 1,761 | ||||||||||||||||||||||||||||||||||
Purchase of treasury stock |
(3,596 | ) | (3,596 | ) | ||||||||||||||||||||||||||||||||
Net unrealized gain on AFS securities
arising during the year (net of deferred
tax of $4,383) |
8,141 | 8,141 | 8,141 | |||||||||||||||||||||||||||||||||
Reclassification adjustment for net
gains on AFS securities included in net
income (net of tax of $2,285) |
(4,245 | ) | (4,245 | ) | (4,245 | ) | ||||||||||||||||||||||||||||||
Reclassification adjustment for OTTI
(net of tax benefit of $555) |
1,032 | 1,032 | 1,032 | |||||||||||||||||||||||||||||||||
Pension, other post retirement and
postemployment benefit plan adjustments
(net of tax of $1,326) |
2,083 | 2,083 | 2,083 | |||||||||||||||||||||||||||||||||
Total other comprehensive income |
7,011 | |||||||||||||||||||||||||||||||||||
Comprehensive income |
$ | 24,100 | ||||||||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2009 |
82,264,457 | $ | 823 | $ | 345,356 | $ | (25,489 | ) | $ | 313,195 | $ | (3,596 | ) | $ | 6,712 | $ | 637,001 | |||||||||||||||||||
Net loss |
(8,963 | ) | (8,963 | ) | (8,963 | ) | ||||||||||||||||||||||||||||||
ESOP shares committed to be released |
(114 | ) | 2,902 | 2,788 | ||||||||||||||||||||||||||||||||
Stock option expense |
1,295 | 1,295 | ||||||||||||||||||||||||||||||||||
Restricted Stock Shares |
1,853 | 1,853 | ||||||||||||||||||||||||||||||||||
Issuance of common shares |
3,000 | 25 | 25 | |||||||||||||||||||||||||||||||||
Purchase of treasury stock |
(9,858 | ) | (9,858 | ) | ||||||||||||||||||||||||||||||||
Net unrealized loss on AFS securities
arising during the year (net of deferred
tax of $3,264) |
(6,062 | ) | (6,062 | ) | (6,062 | ) | ||||||||||||||||||||||||||||||
Reclassification adjustment for net
gains on AFS securities included in net
income (net of tax of $837) |
(1,553 | ) | (1,553 | ) | (1,553 | ) | ||||||||||||||||||||||||||||||
Reclassification adjustment for OTTI
(net of tax benefit of $31) |
57 | 57 | 57 | |||||||||||||||||||||||||||||||||
Pension, other post retirement and
postemployment benefit plan adjustments
(net of tax of $370) |
(1,036 | ) | (1,036 | ) | (1,036 | ) | ||||||||||||||||||||||||||||||
Total other comprehensive loss |
(8,594 | ) | ||||||||||||||||||||||||||||||||||
Comprehensive loss |
$ | (17,557 | ) | |||||||||||||||||||||||||||||||||
BALANCE, DECEMBER 31, 2010 |
82,267,457 | $ | 823 | $ | 348,415 | $ | (22,587 | ) | $ | 304,232 | $ | (13,454 | ) | $ | (1,882 | ) | $ | 615,547 | ||||||||||||||||||
See accompanying notes to Consolidated Financial Statements
32
BENEFICIAL MUTUTAL BANCORP, INC. AND SUBSIDIAIRIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
For the Years Ended December 31, 2010, 2009 and 2008
CONSOLIDATED STATEMENTS OF CASH FLOWS (Dollars in thousands)
For the Years Ended December 31, 2010, 2009 and 2008
2010 | 2009 | 2008 | ||||||||||
OPERATING ACTIVITIES: |
||||||||||||
Net income (loss) |
$ | (8,963 | ) | $ | 17,089 | $ | 16,546 | |||||
Adjustment to reconcile net income (loss) to net cash provided by operating activities: |
||||||||||||
Provision for loan losses |
70,200 | 15,697 | 18,901 | |||||||||
Depreciation and amortization |
6,145 | 6,042 | 5,578 | |||||||||
Intangible amortization |
3,511 | 3,555 | 5,213 | |||||||||
Impairment on investments |
88 | 1,587 | 3,216 | |||||||||
Impairment on other real estate owned |
1,237 | 1,281 | 1,194 | |||||||||
Impairment on goodwill |
| 976 | | |||||||||
Pension charge |
| | (7,289 | ) | ||||||||
Net gain on sale of investments |
(2,390 | ) | (6,530 | ) | (757 | ) | ||||||
Accretion of discount |
(1,871 | ) | (2,086 | ) | (3,842 | ) | ||||||
Amortization of premium |
626 | 482 | 326 | |||||||||
Deferred income taxes |
(6,879 | ) | (6,275 | ) | (4,154 | ) | ||||||
Net loss from sales of premises and equipment |
679 | 746 | 27 | |||||||||
Amortization of ESOP |
2,786 | 2,882 | 2,361 | |||||||||
Stock options and grants expense |
3,173 | 3,027 | | |||||||||
Increase in stock options and grants |
| | 1,117 | |||||||||
Increase in bank owned life insurance |
(1,461 | ) | (1,507 | ) | (1,445 | ) | ||||||
Changes in assets and liabilities that provided (used) cash: |
||||||||||||
Purchases of trading securities |
(975,066 | ) | (139,772 | ) | | |||||||
Proceeds from sale of trading securities |
999,790 | 107,947 | | |||||||||
Accrued interest receivable |
(191 | ) | (1,832 | ) | 546 | |||||||
Accrued interest payable |
(1,242 | ) | (1,223 | ) | (399 | ) | ||||||
Income taxes payable/receivable |
(15,592 | ) | 644 | 943 | ||||||||
Other liabilities |
(24,312 | ) | 28,316 | (7,921 | ) | |||||||
Other assets |
9,689 | 5,512 | (28,611 | ) | ||||||||
Net cash provided by operating activities |
59,957 | 36,558 | 1,550 | |||||||||
INVESTING ACTIVITIES: |
||||||||||||
Loans originated or acquired |
(742,879 | ) | (966,656 | ) | (884,612 | ) | ||||||
Principal repayment on loans |
655,964 | 553,870 | 574,829 | |||||||||
Purchases of investment securities available for sale |
(1,249,970 | ) | (653,265 | ) | (518,492 | ) | ||||||
Purchases of investment securities held to maturity |
(101,213 | ) | (1,965 | ) | | |||||||
Net sales (purchases) of money market fund |
(4,463 | ) | 8,893 | (867 | ) | |||||||
Proceeds from sales of loans |
| 37,272 | | |||||||||
Proceeds from sales and maturities of investment securities available for sale |
991,979 | 485,625 | 363,506 | |||||||||
Proceeds from maturities, calls or repayments of investment securities HTM |
62,529 | 29,826 | 35,813 | |||||||||
Redemption (Purchase) of Federal Home Loan Bank stock |
4,824 | | (9,254 | ) | ||||||||
Proceeds from other real estate owned |
2,787 | 1,052 | 1,644 | |||||||||
Purchases of premises and equipment |
(11,651 | ) | (11,625 | ) | (8,465 | ) | ||||||
Proceeds from sale of premises and equipment |
863 | 388 | 35 | |||||||||
Net (payments) proceeds from other investing activities |
(1,142 | ) | (2,199 | ) | | |||||||
Net cash used in investing activities |
(392,372 | ) | (518,784 | ) | (445,863 | ) | ||||||
FINANCING ACTIVITIES: |
||||||||||||
Net (decrease) increase in borrowed funds |
(156,732 | ) | (146,434 | ) | 172,932 | |||||||
Net increase in checking, savings and demand accounts |
507,946 | 862,360 | 277,975 | |||||||||
Net decrease in time deposits |
(98,343 | ) | (94,792 | ) | (1,458 | ) | ||||||
Purchase of treasury stock |
(9,858 | ) | (3,596 | ) | | |||||||
Purchase of stock for share-based compensation plans |
| | (19,074 | ) | ||||||||
Net cash provided by financing activities |
243,013 | 617,538 | 430,375 | |||||||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
(89,402 | ) | 135,312 | (13,938 | ) | |||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |
179,701 | 44,389 | 58,327 | |||||||||
CASH AND CASH EQUIVALENTS, END OF YEAR |
$ | 90,299 | $ | 179,701 | $ | 44,389 | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION: |
||||||||||||
Cash payments for interest |
$ | 35,982 | $ | 48,054 | $ | 99,707 | ||||||
Cash payments of income taxes |
9,748 | 8,271 | 7,733 | |||||||||
Transfers of loans to other real estate owned |
9,944 | 3,230 | 786 | |||||||||
Transfers of bank branches to other real estate owned |
6,759 | 1,668 | |
See accompanying notes to consolidated financial statements.
33
BENEFICIAL MUTUAL BANCORP, INC. AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 and 2008
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
FOR THE YEARS ENDED DECEMBER 31, 2010, 2009 and 2008
(All dollar amounts are presented in thousands, except per share data)
1. | NATURE OF OPERATIONS |
|
Beneficial Mutual Bancorp, Inc. (the Company) is a federally chartered stock holding company and
owns 100% of the outstanding common stock of Beneficial Bank (the Bank), a Pennsylvania chartered
stock savings bank. On July 13, 2007, the Company completed its initial minority public offering
and simultaneous acquisition of FMS Financial Corporation, the parent company of Farmers &
Mechanics Bank (together FMS Financial). Following the consummation of the merger and public
offering, the Company had a total of 82,264,600 shares of common stock, par value $0.01 per share,
issued and outstanding, of which 36,471,825 were held publicly and 45,792,775 were held by
Beneficial Savings Bank MHC (the MHC), the Companys federally chartered mutual holding company. |
||
The Bank offers a variety of consumer and commercial banking services to individuals, businesses,
and nonprofit organizations through 65 offices throughout the Philadelphia and Southern New Jersey
area. The Bank is supervised and regulated by the Pennsylvania Department of Banking and the
Federal Deposit Insurance Corporation (the FDIC). The Office of Thrift Supervision (the OTS)
regulates the Company and the MHC. The deposits of the Bank are insured by the Deposit Insurance
Fund of the FDIC. |
2. | SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES |
|
Principles of Consolidation and Basis of Presentation The consolidated financial statements
include the accounts of the Company and its wholly owned subsidiaries. Specifically, the financial
statements include the accounts of the Bank and the Banks wholly owned subsidiaries. The Banks
wholly owned subsidiaries are as follows: (i) Beneficial Advisors, LLC, which offers non-deposit
investment products and wealth management services, (ii) Neumann Corporation, a Delaware
corporation formed for the purpose of managing certain investments, (iii) Beneficial Insurance
Services, LLC, which provides insurance services to individual and business customers and (iv) BSB
Union Corporation, a leasing company. Additionally, the Company has subsidiaries that hold other
real estate acquired in foreclosure or transferred from the commercial real estate loan portfolio.
All significant intercompany accounts and transactions have been eliminated. The various services
and products support each other and are interrelated. Management makes significant operating
decisions based upon the analysis of the entire Company and financial performance is evaluated on a
company-wide basis. Accordingly, the various financial services and products offered are
aggregated into one reportable operating segment: community banking as under guidance in the
Financial Accounting Standards Board (the FASB) Accounting Standards Codification (ASC or
codification) Topic 720 for Segment Reporting. |
||
Use of Estimates in the Preparation of Financial Statements These consolidated financial
statements are prepared in conformity with accounting principles generally accepted in the United
States of America (GAAP). The preparation of the consolidated financial statements in conformity
with GAAP requires management to make estimates and assumptions that affect the reported amounts of
assets and liabilities and disclosure of contingent assets and liabilities at the date of the
financial statements and the reported amounts of income and expenses during the reporting period.
The significant estimates include the allowance for loan losses, goodwill, other intangible assets
and deferred income taxes. Actual results could differ from those estimates and assumptions. |
||
FASB Accounting Standards Codification - In June 2009, the FASB confirmed that FASB ASC would
become the single official source of GAAP (other than guidance issued by the Securities Exchange
Commission (SEC)), superseding all other accounting literature except that issued by the SEC.
The literature is considered non-authoritative. The FASB ASC is effective for interim and annual
periods ending on or after September 15, 2009. Therefore, we have revised the accounting standards
referenced in the consolidated financial statements in accordance with the codification. |
||
Trading Securities The Company established a municipal securities program during 2009 to
underwrite and trade short-term municipal notes. The fair value changes for these securities flow
through the statement of income. |
||
Investment Securities The Company classifies and accounts for debt and equity securities as
follows: |
||
Held-to-Maturity Debt securities that management has the positive intent and ability to hold to
maturity are classified as held-to-maturity and are recorded at amortized cost. Premiums are
amortized and discounts are accreted using the interest method over the estimated remaining term of
the underlying security. |
||
Available-for-Sale Debt securities that will be held for indefinite periods of time, including
equity securities with readily determinable fair values, that may be sold in response to changes to
market interest or prepayment rates, needs for liquidity, and changes in the availability of and
the yield of alternative investments, are classified as available-for-sale and recorded at fair
value, with unrealized gains and losses excluded from earnings and reported net of tax in other
comprehensive income. Realized gains and losses on the sale of investment securities are recorded
as of trade date and reported in the consolidated statements of income and determined using the adjusted cost of the
specific security sold. |
34
The Company determines whether any unrealized losses are temporary in accordance with guidance
under FASB ASC Topic 320 for Investments Debt and Equity Securities. The evaluation is based
upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if
applicable, and the continuing performance of the securities. Management also evaluates other facts
and circumstances that may be indicative of an other-than-temporary impairment (OTTI) condition.
This includes, but is not limited to, an evaluation of the type of security, length of time and
extent to which the fair value has been less than cost, and near-term prospects of the issuer.
In accordance with accounting guidance for equity securities, the Company evaluates its securities
portfolio for other-than-temporary impairment throughout the year. Each investment, that has an
estimated fair value less than the book value is reviewed on a quarterly basis by management.
Management considers at a minimum the following factors that, both individually or in combination,
could indicate that the decline is other-than-temporary: (1) the length of time and the extent to
which the fair value has been less than book value, (2) the financial condition and the near-term
prospects of the issuer, and (3) the intent and ability of the Company to retain its investment in
the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
Among the other factors that are considered in determining intent and ability is a review of
capital adequacy, interest rate risk profile and liquidity position of the Company. Declines in
the fair value of held-to-maturity and available-for-sale securities below their cost that are
deemed to be other-than-temporary are reflected in earnings as realized losses. During 2010 and
2009, the Company recorded OTTI charges of $88 thousand and $1.6 million, respectively, as
described in Note 5.
Accounting guidance for debt securities requires the Company to assess whether the loss existed by
considering whether (1) the Company has the intent to sell the security, (2) it is more likely than
not that it will be required to sell the security before recovery, or (3) it does not expect to
recover the entire amortized cost basis of the security. The guidance requires the Company to
bifurcate the impact on securities where impairment in value was deemed to be other than temporary
between the component representing credit loss and the component representing loss related to other
factors. The portion of the fair value decline attributable to credit loss must be recognized
through a charge to earnings. The difference between the fair market value and the credit loss is
recognized in other comprehensive income.
The Company invests in Federal Home Loan Bank of Pittsburgh and New York (FHLB) stock as required
to support borrowing activities, as detailed in Note 12. The Company reports its investment in
FHLB stock at cost in the consolidated statements of financial condition. The Company reviews FHLB
stock for impairment based on guidance from FASB ASC Topic 320 for Investments-Debt and Equity
Securities and FASB ASC Topic 942 for Financial Services-Depository and Lending.
Loans The Companys loan portfolio consists of commercial loans, residential loans and consumer
loans. Commercial loans include commercial real estate, commercial construction and business loans.
Residential loans include residential mortgage and construction loans secured primarily by first
liens on one-to-four family residential properties. Consumer loans consist primarily of home
equity loans and lines of credit, personal loans, automobile loans and education loans. Loan
balances are stated at their principal balances, net of unamortized fees and costs.
Loan fees and certain direct loan origination costs are deferred and recognized as a yield
adjustment over the life of the loans using the interest method.
Commercial and residential loans are placed on non-accrual status when the loan becomes 90 days
delinquent. Consumer loans are typically charged-off when they become 90 days past due or would be
placed on non-accrual status. In all cases, loans are placed on nonaccrual or charged off at an
earlier date if collection of principal or interest is considered doubtful. Education loans greater
than 90 days continue to accrue interest as they are government guaranteed with little risk of
credit loss.
When a loan is determined to be impaired it is placed on non-accrual status and all interest that
had been accrued and not collected is reversed against interest income. Payments received on
nonaccrual loans are applied to principal balances until paid in full and then to interest income.
Loans are returned to accrual status when all of the principal and interest amounts contractually
due are reasonably assured of repayment within a reasonable time frame and the customer has
demonstrated a payment history of at least six months.
Allowance for Loan Losses The allowance for loan losses is determined by management based upon
portfolio segment, past experience, evaluation of estimated loss and impairment in the loan
portfolio, current economic conditions and other pertinent factors. Management also considers risk
characteristics by portfolio segments including, but not limited to, renewals and real estate
valuations. The allowance for loan losses is maintained at a level that management considers
adequate to provide for estimated losses and impairment based upon an evaluation of known and
inherent risk in the loan portfolio. Loan impairment is evaluated based on the fair value of
collateral or estimated net realizable value. While management uses the best information available
to make such evaluations, future adjustments to the allowance may be necessary if economic
conditions differ substantially from the assumptions used in making the evaluations. The allowance
for loan losses is established through a provision for loan losses charged to expense which is
based upon past loan and loss experience and an evaluation of estimated losses in the current loan
portfolio, including the evaluation of impaired loans.
35
Under the accounting guidance FASB ASC Topic 310 for Receivables, for all loan segments a loan is
considered to be impaired when, based upon current information and events, it is probable that the
Company will be unable to collect all amounts due according to the contractual terms of the loan.
An insignificant delay or insignificant shortfall in amount of payments does not necessarily result
in the loan being identified as impaired. When all or a portion of the loan is deemed
uncollectible, the uncollectible portion is charged off. The measurement is based either on the
present value of expected future cash flows discounted at the loans effective interest rate, or
the fair value of the collateral if the loan is collateral-dependent. Impairment losses are
included in the provision for loan losses.
Mortgage Banking Activities The Company originates mortgage loans held for investment and for
sale. At origination, mortgage loans are identified as either held for sale or held for
investment. Mortgage loans held for sale are carried at the lower of cost or forward committed
contracts (which approximates market), determined on a net aggregate basis.
The Company originates mortgage loans for sale to institutional investors. In accordance with FASB
ASC Topic 860 for Transfers and Servicing the cost of the loan sold is allocated between the
servicing rights, the retained portion of the loan and the sold portion of the loan based on the
relative fair values of each. The fair value of the loan servicing rights is determined by
valuation techniques. The mortgage servicing rights are reviewed for impairment on a quarterly
basis.
The servicing asset or liability is amortized in proportion to and over the period of estimated net
servicing income. At December 31, 2010 and 2009, mortgage servicing rights totaling $218 thousand
and $296 thousand, respectively, were included in Other Assets in the consolidated statements of
financial condition.
At December 31, 2010 and 2009, loans serviced for others totaled $38.2 million and $48.9 million,
respectively. Servicing loans for others consists of collecting mortgage payments, maintaining
escrow accounts, disbursing payments to investors, and processing foreclosures. Loan servicing
income is recorded when earned and includes servicing fees from investors and certain charges
collected from borrowers, such as late payment fees. The Company had fiduciary responsibility for
related escrow and custodial funds aggregating approximately $742 thousand and $815 thousand at
December 31, 2010 and 2009, respectively.
Bank Premises and Equipment Bank premises and equipment are stated at cost less accumulated
depreciation. Depreciation is calculated using a straight-line method over the estimated useful
lives of 10 to 40 years for buildings and three to 20 years for furniture, fixtures and equipment.
Leasehold improvements are amortized using the straight-line method over the terms of the
respective leases or the useful lives of the respective assets, whichever is less.
Real Estate Owned Real estate owned includes properties acquired by foreclosure or deed in-lieu
of foreclosure and premises no longer used in operations. These assets are initially recorded at
the lower of carrying value of the loan or estimated fair value less selling costs at the time of
foreclosure and at the lower of the new cost basis or net realizable value thereafter. Losses
arising from foreclosure transactions are charged against the allowance for loan losses. The
amounts recoverable from real estate owned could differ materially from the amounts used in
arriving at the net carrying value of the assets at the time of foreclosure because of future
market factors beyond the control of the Company. Costs relating to the development and
improvement of real estate owned properties are capitalized and those relating to holding the
property are charged to expense. Real estate owned is periodically evaluated for impairment and
reductions in carrying value are recognized in the consolidated statements of operations.
Income Taxes Deferred income taxes are recognized for the tax consequences of temporary
differences by applying enacted statutory tax rates applicable to future years to differences
between the financial statement carrying amounts and the tax basis of existing assets and
liabilities. The effect on deferred taxes of a change in tax rates is recognized in income in the
period that includes the enactment date. A deferred tax liability is recognized for temporary
differences that will result in taxable amounts in future years. A deferred tax asset is
recognized for temporary differences that will result in deductible amounts in future years and for
carryforwards. A valuation allowance is recognized if, based on the weight of available evidence,
it is more likely than not that some portion or all of the deferred tax asset will not be realized.
Goodwill and Other Intangibles Net assets of companies acquired in purchase transactions are
recorded at fair value at the date of acquisition and, as such, the historical cost basis of
individual assets and liabilities are adjusted to reflect their fair value. Finite lived
intangibles are amortized on an accelerated or straight-line basis over the period benefited. In
accordance with FASB ASC Topic 350 for Intangibles Goodwill and Other is not amortized but is
reviewed for potential impairment on an annual basis, or if events or circumstances indicate a
potential impairment, at the reporting unit level. The impairment test is performed in two phases.
The first step of the goodwill impairment test compares the fair value of the reporting unit with
its carrying amount, including goodwill. If the fair value of the reporting unit exceeds its
carrying amount, goodwill of the reporting unit is considered not impaired. However, if the
carrying amount of the reporting unit exceeds its fair value, an additional procedure must be
performed. That additional procedure compares the implied fair value of the reporting units
goodwill with the carrying amount of that goodwill. An impairment loss is recorded to the extent
that the carrying amount of goodwill exceeds its implied fair value. Consistent with accounting
guidance, goodwill was tested for impairment in 2010 and 2009. See note 9 on Goodwill and Other
Intangibles for discussion of goodwill testing.
36
Other intangible assets subject to amortization are evaluated for impairment in accordance with the
accounting guidance. An impairment loss will be recognized if the carrying amount of the intangible
asset is not recoverable and exceeds fair value. The carrying amount of the intangible is
considered not recoverable if it exceeds the sum of the undiscounted cash flows expected to result from the use of the asset. At December 31, 2010 and
2009, intangible assets included customer relationships and other related intangibles that are
amortized on a straight-line basis using estimated lives of nine years for customer relationships
and two to four years for other intangibles.
Cash Surrender Value of Life Insurance The Company funds the purchase of insurance policies on
the lives of certain officers and employees of the Company. The Company has recognized any
increase in cash surrender value of life insurance, net of insurance costs in the consolidated
statements of operations.
Comprehensive Income The Company presents as a component of comprehensive income amounts from
transactions and other events currently excluded from the consolidated statements of operations and
recorded directly to retained earnings.
Postretirement Benefits The Company currently provides certain postretirement benefits to
qualified retired employees. These postretirement benefits principally pertain to health insurance
coverage and life insurance. The cost of such benefits is accrued during the years the employee
provides service.
Employee Savings and Stock Ownership Plan (KSOP) The Company accounts for its KSOP
based on guidance FASB ASC Topic 718 for Compensation Stock Compensation. Shares are released to
participants proportionately as the loan is repaid. If the Company declares a dividend, the
dividends on the allocated shares would be recorded as dividends and charged to retained earnings.
Dividends declared on common stock held by the KSOP and not allocated to the account of a
participant can be used to repay the loan. Allocation of shares to the KSOP participants is
contingent upon the repayment of the loan to the Company.
Stock Based Compensation- The Company accounts for stock awards and stock options granted to
employees and directors based on guidance FASB ASC Topic 718 for Compensation Stock
Compensation. The Company recognizes the related expense for the options and awards over the
service period using the straight-line method.
Earnings Per share The Company follows FASB ASC Topic 260 for Earnings Per Share. Basic earnings
per share is computed by dividing net income available to common stockholders by the weighted
average number of common shares outstanding for the period. Diluted earnings per share are based
on the weighted average number of shares and the dilutive impact if any of stock options and
restricted stock awards.
Cash and Cash Equivalents For purposes of the consolidated statements of cash flows, cash and
cash equivalents include cash and balances due from banks, interest bearing deposits and federal
funds sold.
Recent Accounting Pronouncements.
In December 2010, FASB issued Accounting Standards Update (ASU) 2010-29 Business
Combinations-Disclosure of Supplementary Pro Forma Information for Business Combinations. The
amendments in this update specify that if a public company presents comparative financial
statements, the entity should disclose revenue and earnings of the combined entity as though the
business combination that occurred during the current year had occurred as of the beginning of the
comparable prior annual reporting period only. The amendments also expand the supplemental pro
forma disclosures to include a description of the nature and the amount of material, nonrecurring
pro forma adjustments directly attributable to the business combination included in the reported
pro forma revenue and earnings. The amendments are effective prospectively for business
combinations for which the acquisition date is on or after the beginning of the first annual
reporting period beginning on or after December 15, 2010. Early adoption is permitted. This
amendment will be reviewed in further detail when/if the Company plans on acquiring new businesses.
In December 2010, FASB issued ASU 2010-28 Intangibles-Goodwill and Other-When to Perform step 2 of
the Goodwill Impairment Test for Reporting Units with Zero or Negative Carrying Amounts. The
amendments of this update affect all entities that have recognized Goodwill and have one or more
reporting units whose carrying value for purposes of performing Step 1of the Goodwill impairment
test is zero or negative. The amendments are effective for fiscal years, and interim periods within
those beginning after December 15, 2010. Early adoption is not permitted. The Company does not
anticipate this guidance to have a material effect on the financial statements.
In July 2010, the FASB issued ASU 2010-20 Receivables (Topic 310): Disclosures about the Credit
Quality of Financing Receivables and the Allowance for Credit Losses. As a result of this update
the financial statements will provide greater transparency about the entitys allowance for credit
losses and the credit quality of its financing receivables. This update affects any entity with
financing receivables, excluding short term trade accounts receivable or receivables measured at
fair value or lower of cost or fair value. Traditional banking institutions, such as the Bank,
that currently measure a large number of financing receivables at amortized cost will be affected
to a greater extent than brokers and dealers in securities and investment companies that currently
measure most financing receivables at fair value. This guidance will impact the Companys interim
and annual reporting, as this amendment is effective for reporting periods ending on or after
December 15, 2010 and the provision of the guidance are included in Note 6.
37
In April 2010, the FASB issued ASU 2010-18 Receivables (Topic 310): Effect of a Loan Modification
When the Loan is Part of a Pool That Is Accounted for as a Single Asset. This update affects any
entity that accounts for loans with similar risk characteristics as an aggregate pool and
subsequently modifies one or more of these loans. This pending change addresses loans that were
acquired with deteriorated credit. The amendment states that modifications of loans that are
accounted for within a pool do not result in the removal of those loans from the pool. Even if the
modification would otherwise cause a loan to be a trouble debt restructuring, the loans would not
be removed from the pool. An entity will continue to be required to consider whether the pool of
assets in which the loan is included is impaired if expected cash flows for the pool change. This
amendment will be effective for interim and annual periods ending on or after July 15, 2010. This
guidance will not impact the Companys current loan portfolio but, may be applicable for future
business acquisitions of the Company.
In February 2010, the FASB issued ASU 2010-09 Subsequent Events (Topic 855): Amendments to
Certain Recognition and Disclosure Requirements. This update requires SEC filers to evaluate
subsequent events through the date the financial statements are issued. These amendments remove the
requirement for a SEC filer to disclose the evaluation date in both issued and revised financial
statements. Revised financial statements are a result of correction of an error or a retrospective
application of GAAP. Upon revising its financial statements, a filer is required to review
subsequent events through the revised date. This amendment is effective for interim or annual
periods ending after September 15, 2010. The Company has adopted the new guidance and will disclose
any subsequent events through the financial statement issue date.
In January 2010, the FASB issued ASU 2010-06 Fair Value Measurements and Disclosures (topic 958):
Improving Disclosures about Fair Value Measurements. This amendment requires disclosures for
transfers in and out of Levels 1 and 2. A reporting entity should disclose separately the amount of
significant transfers in and out of Level 1 and 2 fair value measurements and describe the reasons
for the transfers. Additionally, for the activity in Level 3 fair value measurements, a reporting
entity should present separately information about purchases, sales, issuance and settlements on a
gross basis rather than on a net number. The guidance clarifies existing disclosures for level of
disaggregation. The guidance requires fair value measurement disclosures for each class of assets
and liabilities. Additionally, the guidance requires disclosures about inputs and valuation
techniques. The majority of the new requirements are effective for interim and annual reporting
periods for years beginning after December 15, 2009. The disclosures regarding the roll forward of
activity for Level 3 fair value measurements are effective for fiscal years beginning on or after
December 15, 2010. The Company adopted the required disclosures during the quarter ended March 31,
2010. See Note 19 Fair Value of Financial Instruments.
In August 2009, the FASB issued ASU No. 2009-05 Fair Value Measurement and Disclosures (Topic 820)
Measuring Liabilities at Fair Value. ASU No. 2009-05 provides clarification and guidance
regarding how to value a liability when a quoted price in an active market is not available for
that liability. The changes as a result of this update are effective for the first reporting period
(including interim periods) beginning after issuance. The Company adopted this ASU in its
disclosures containing the fair value of financial liabilities. See Note 19 Fair Value of
Financial Instruments.
In June 2009, prior to codification FASB issued Statement of Financial Accounting Standards
(SFAS) No. 167; Amendments to FIN 46(R) now incorporated into FASB ASC Topic 810 for
Consolidation, which addresses certain provisions regarding consolidation of variable interest
entities. The changes in SFAS 167 are reflected in ASU 2009-17 Improvements to Financial
Reporting Enterprises Involved with Variable Interest Entities which was issued in December 2009.
This guidance defines the primary beneficiary of variable interest entities as meeting the
following two criteria 1) the power to direct the activities of variable interest entity that most
significantly impact the entitys economic performance 2) the obligation to absorb the losses or
receive the benefits that could potentially be significant to the variable interest entity. This
statement changes the current requirements which are based on a quantitative approach to a more
qualitative approach. Additionally, the statement requires ongoing reassessments of whether an
enterprise is the primary beneficiary of the variable interest entity. This statement is effective
for periods beginning after November 15, 2009. As a result of these amendments in 2010 the company
deconsolidated the two variable interest entities that it previously consolidated.
In May 2009 prior to codification FASB issued SFAS 165; Subsequent Events which is now
incorporated into FASB ASC Topic 855 for Subsequent Events, which establishes general standards of
accounting for disclosures of events that occur after the balance sheet date but before the date
the financial statements are issued. This statement sets forth guidelines defining the period
after the balance sheet date in which management should evaluate transactions for potential
recognition or disclosure to the financial statements. Additionally the statement addresses
circumstances which would cause an entity to recognize events or transactions occurring after the
balance sheet date in its financial statements and disclosures as subsequent events. This statement
does not apply to subsequent events or transactions that are within the scope of other applicable
GAAP that provide different guidance on the accounting treatment for subsequent events or
transactions. This statement is effective for interim or financial periods ending after June 15,
2009. The Company adopted this guidance for the quarter ended September 30, 2009 which did not
have a material impact on interim consolidated financial statements.
38
In April 2009, prior to codification FASB issued FSP FAS 157-4 Determining Fair Value When the
Value and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying
Transactions That are Not Orderly, which is now incorporated into FASB ASC Topic 820 for Fair
Value Measurements and Disclosures. This guidance is for estimating fair value when the volume
and level of activity for an asset or liability has significantly decreased. Under this guidance
price quotes for assets and liabilities resulting from inactive markets may require adjustments.
This guidance outlines possible factors to consider in determining if a market is inactive
consisting of transactions that are not orderly. Additionally, valuations based on inactive
transactions that are not orderly should not be given significant weighting in the valuation of
assets. This guidance does not prescribe a methodology for making significant adjustments to quoted
prices when estimating fair value. This guidance is effective for interim and annual periods ending
after June 15, 2009 with early adoption for periods ending after March 15, 2009 and shall be
applied prospectively. The Company adopted this statement for the quarter ended September 30,
2009, which did not have a material impact on the Companys unaudited interim consolidated
financial statements.
In April 2009, prior to codification FASB issued FSP FAS 115-2 and 124-2 Recognition of
Other-Than-Temporary Impairments, which is currently incorporated into FASB ASC Topic 320 for
Investments Debt and Equity Securities. This guidance amends the other-than-temporary
impairment guidance for debt securities and makes guidance more operational and improves the
presentation and disclosure of other-than-temporary impairments on debt and equity securities in
the financial statements. Prior to determining if a debt security is other than temporarily
impaired management must assess whether it has the intent to sell the security or it is more likely
than not that it will be required to sell the security prior to the anticipated recovery. An
other-than-temporary impairment has occurred if an entity does not expect to recover the entire
amortized cost basis of the security.
Additionally, this gives guidance on other-than-temporary impairment being recognized in earnings
or other comprehensive income. If an entity intends to sell a security or if an entity is more
likely than not will be required to sell a security, then the loss will be recognized in earnings.
If an entity does not intend to sell the security and it is not more likely than not that the
entity will be required to sell the security before recovery of its amortized cost basis less any
current-period credit loss, the other-than-temporary impairment shall be separated into (a) the
amount representing the credit loss and (b) the amount related to all other factors. The amount of
the total other-than-temporary impairment related to the credit loss shall be recognized in
earnings. The amount of the total other-than-temporary impairment related to other factors shall be
recognized in other comprehensive income, net of applicable taxes.
This guidance is effective for interim and annual periods ending after June 15, 2009 with early
adoption for periods ending after March 15, 2009 and shall be applied prospectively. Adoption of
this guidance required additional disclosures but did not have a material impact to the interim
consolidated financial statements.
In April 2009, prior to codification FASB issued FSP FAS 107-1 and APB 28-1 Interim Disclosures
about Fair Value of Financial Instruments which is currently incorporated into FASB ASC Topic 825
for Financial Instruments and requires disclosures about fair value of financial instruments for
interim reporting periods as well as in annual financial statements. This guidance is effective for
interim reporting periods ending after June 15, 2009, with early adoption permitted for periods
ending after March 15, 2009. Adoption of this guidance required additional disclosures but did not
materially impact the unaudited interim consolidated financial statements. The disclosures
required by this statement are contained in Note 19 Fair Value of Financial Instruments.
In September 2008, prior to codification, FASB issued FSP No. Emerging Issues Task Force (EITF)
08-6 Equity Method Investment Accounting Considerations which is now incorporated into FASB ASC
Topic 323 for Investments Equity Method and Joint Ventures. This authoritative guidance
clarifies how to account for certain transactions involving equity method investments including
recording the initial cost of the investment, contingent consideration, decrease in investment
value, and change in level of ownership. This authoritative guidance is effective on a prospective
basis in fiscal years beginning on or after December 15, 2008, and interim periods within those
fiscal years. This guidance did not have a material impact on the Companys consolidated
financial statements.
39
3. | EARNINGS PER SHARE |
The following table presents a calculation of basic and diluted earnings per share for the years
ended December 31, 2010, 2009 and 2008, respectively. Earnings per share is computed by dividing
net income available to common stockholders by the weighted average number of shares of common
stock outstanding. The difference between common shares issued and basic weighted average shares
outstanding, for purposes of calculating basic earnings per share, is a result of subtracting
unallocated employee stock ownership plan (ESOP) shares and unvested restricted stock shares.
For the Year Ended December 31, | ||||||||||||
(Dollars in thousands, except share and per share amounts) | 2010 | 2009 | 2008 | |||||||||
Basic and diluted earnings per share: |
||||||||||||
Net income (loss) |
$ | (8,963 | ) | $ | 17,089 | $ | 16,546 | |||||
Basic weighted average common shares outstanding |
77,593,808 | 77,693,082 | 78,702,419 | |||||||||
Effect of dilutive securities |
| 30,586 | | |||||||||
Dilutive weighted average shares outstanding |
77,593,808 | 77,723,668 | 78,702,419 | |||||||||
Net earnings (loss) per share |
||||||||||||
Basic |
$ | (0.12 | ) | $ | 0.22 | $ | 0.21 | |||||
Diluted |
$ | (0.12 | ) | $ | 0.22 | $ | 0.21 | |||||
There were 143,095 average shares outstanding for the year ended December 31, 2010, which were
not included in the computation of diluted earnings per share as the result would have been
anti-dilutive under the if converted method as the Company was in a net loss position.
For the year ended December 31, 2010, there were 2,001,050 outstanding options that were
anti-dilutive and 188,500 restricted stock grants that were anti-dilutive for the earnings per
share calculation. For the year ended December 31, 2009, there were 1,917,250 outstanding options
that were anti-dilutive and 248,000 restricted stock grants that were anti-dilutive for the
earnings per share calculation. For the year ended December 31, 2008, there were 1,697,500
outstanding options that were anti-dilutive and 761,000 restricted stock grants that were
anti-dilutive for the earnings per share calculation.
4. | CASH AND DUE FROM BANKS |
|
The Bank is required to maintain average reserve balances in accordance with federal requirements.
Cash and due from banks in the consolidated statements of financial condition include $20.1 million
and $14.6 million at December 31, 2010 and 2009, respectively, relating to this requirement. |
||
Cash and due from banks also includes fiduciary funds of $1.1 million and $0.9 million at December
31, 2010 and 2009, respectively, relating to insurance services. |
40
5. | INVESTMENT SECURITIES |
|
The amortized cost and estimated fair value of investments in debt and equity securities at
December 31, 2010 and 2009 are as follows: |
December 31, 2010 | ||||||||||||||||
Investment Securities Available-for-Sale | ||||||||||||||||
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
(Dollars in thousands) | Cost | Gains | Losses | Value | ||||||||||||
Equity securities |
$ | 3,029 | $ | 206 | $ | | $ | 3,235 | ||||||||
U.S. Government Sponsored
Enterprise (GSE) and Agency Notes |
840,011 | 428 | 12,544 | 827,895 | ||||||||||||
GNMA guaranteed mortgage certificates |
8,776 | 213 | | 8,989 | ||||||||||||
Collateralized mortgage obligations |
89,047 | 2,421 | 8 | 91,460 | ||||||||||||
Other mortgage-backed securities |
459,139 | 26,318 | | 485,457 | ||||||||||||
Municipal bonds |
99,069 | 1,040 | 977 | 99,132 | ||||||||||||
Pooled trust preferred securities |
16,989 | 3 | 2,470 | 14,522 | ||||||||||||
Money market and mutual funds |
11,123 | 187 | 9 | 11,301 | ||||||||||||
$ | 1,527,183 | $ | 30,816 | $ | 16,008 | $ | 1,541,991 | |||||||||
December 31, 2010 | ||||||||||||||||
Investment Securities Held-to-Maturity | ||||||||||||||||
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
GNMA guaranteed mortgage certificates |
$ | 639 | $ | | $ | 30 | $ | 609 | ||||||||
Other mortgage-backed securities |
30,876 | 2,067 | | 32,943 | ||||||||||||
Municipal bonds |
54,594 | 59 | 58 | 54,595 | ||||||||||||
Foreign bonds |
500 | 1 | | 501 | ||||||||||||
Total |
$ | 86,609 | $ | 2,127 | $ | 88 | $ | 88,648 | ||||||||
41
December 31, 2009 | ||||||||||||||||
Investment Securities Available-for-Sale | ||||||||||||||||
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
(Dollars in thousands) | Cost | Gains | Losses | Value | ||||||||||||
Equity securities |
$ | 5,427 | $ | 871 | $ | 236 | $ | 6,062 | ||||||||
U.S. Government Sponsored
Enterprise (GSE) and Agency Notes |
209,135 | 131 | 932 | 208,334 | ||||||||||||
GNMA guaranteed mortgage certificates |
10,214 | 180 | | 10,394 | ||||||||||||
Collateralized mortgage obligations |
138,857 | 1,736 | 285 | 140,308 | ||||||||||||
Other mortgage-backed securities |
680,018 | 26,857 | 630 | 706,245 | ||||||||||||
Municipal bonds |
188,980 | 1,287 | 310 | 189,957 | ||||||||||||
Pooled trust preferred securities |
21,379 | | 2,582 | 18,797 | ||||||||||||
Money market and mutual funds |
6,660 | 349 | | 7,009 | ||||||||||||
Total |
$ | 1,260,670 | $ | 31,411 | $ | 4,975 | $ | 1,287,106 | ||||||||
December 31, 2009 | ||||||||||||||||
Investment Securities Held-to-Maturity | ||||||||||||||||
Gross | Gross | Estimated | ||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
GNMA guaranteed mortgage certificates |
$ | 685 | $ | | $ | 30 | $ | 655 | ||||||||
Other mortgage-backed securities |
45,359 | 1,925 | | 47,284 | ||||||||||||
Municipal bonds |
1,465 | | 52 | 1,413 | ||||||||||||
Foreign bonds |
500 | 1 | | 501 | ||||||||||||
Total |
$ | 48,009 | $ | 1,926 | $ | 82 | $ | 49,853 | ||||||||
The aggregate amount of available-for-sale securities sold totaled $656.4 million, $161.0
million and $167.4 million during the years ended December 31, 2010, 2009 and 2008, resulting in
gross realized gains of $2.4 million, $6.9 million and $1.0 million and gross realized losses of
($0.0) million, ($0.4) million and ($0.2) million in 2010, 2009 and 2008, respectively. The tax
provision applicable to these net realized gains amounted to $0.0 million, $2.3 million and $0.3
million, respectively. At December 31, 2010 and 2009, $863.4 million and $567.7 million,
respectively, of securities were pledged to secure municipal deposits and $3.4 million and $4.6
million, respectively, of securities at fair value were pledged as collateral on secured borrowings
at the Federal Reserve Bank. At December 31, 2010 and 2009, the market value of the securities held
as collateral for repurchase agreements totaled $153.4 million and $275.5 million, respectively.
At December 31, 2010, the Company owned certificates of deposit in financial institutions located
in Pennsylvania and New Jersey totaling $0.3 million that the Company carries at cost. The Company
has the ability and intent to hold these investments and there were no indications that these
investments were other than temporarily impaired at December 31, 2010.
42
Investments that have been in a continuous unrealized loss position for periods of less than 12
months and 12 months or longer at December 31, 2010 and 2009 are summarized in the following table:
At December 31, 2010 | ||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
Unrealized | Unrealized | Unrealized | ||||||||||||||||||||||
(Dollars in thousands) | Fair Value | Losses | Fair Value | Losses | Fair Value | Losses | ||||||||||||||||||
GSE and Agency Notes |
$ | 692,008 | $ | 12,544 | $ | | $ | | $ | 692,008 | $ | 12,544 | ||||||||||||
Mortgage-backed securities |
| | 608 | 30 | 608 | 30 | ||||||||||||||||||
Municipal and other bonds |
82,066 | 946 | 1,119 | 89 | 83,185 | 1,035 | ||||||||||||||||||
Pooled trust preferred securities |
| | 14,188 | 2,470 | 14,188 | 2,470 | ||||||||||||||||||
Collateralized mortgage obligations |
500 | 3 | 163 | 5 | 663 | 8 | ||||||||||||||||||
Subtotal, debt securities |
774,574 | 13,493 | 16,078 | 2,594 | 790,652 | 16,087 | ||||||||||||||||||
Money market fund |
304 | 9 | | | 304 | 9 | ||||||||||||||||||
Total temporarily impaired securities |
$ | 774,878 | $ | 13,502 | $ | 16,078 | $ | 2,594 | $ | 790,956 | $ | 16,096 | ||||||||||||
At December 31, 2009 | ||||||||||||||||||||||||
Less than 12 months | 12 months or longer | Total | ||||||||||||||||||||||
Unrealized | Unrealized | Unrealized | ||||||||||||||||||||||
(Dollars in thousands) | Fair Value | Losses | Fair Value | Losses | Fair Value | Losses | ||||||||||||||||||
GSE and Agency Notes |
$ | 154,110 | $ | 932 | $ | | $ | | $ | 154,110 | $ | 932 | ||||||||||||
Mortgage-backed securities |
82,220 | 630 | 655 | 30 | 82,875 | 660 | ||||||||||||||||||
Municipal and other bonds |
72,166 | 356 | 494 | 6 | 72,660 | 362 | ||||||||||||||||||
Pooled trust preferred securities |
| | 18,797 | 2,582 | 18,797 | 2,582 | ||||||||||||||||||
Collateralized mortgage obligations |
40,977 | 232 | 8,824 | 53 | 49,801 | 285 | ||||||||||||||||||
Subtotal, debt securities |
349,473 | 2,150 | 28,770 | 2,671 | 378,243 | 4,821 | ||||||||||||||||||
Equity securities |
2,264 | 236 | | | 2,264 | 236 | ||||||||||||||||||
Total temporarily impaired securities |
$ | 351,737 | $ | 2,386 | $ | 28,770 | $ | 2,671 | $ | 380,507 | $ | 5,057 | ||||||||||||
When evaluating for impairment, the Companys management considers the duration and extent to which
fair value is less than cost, the creditworthiness and near-term prospects of the issuer, the
likelihood of recovering the Companys investment, whether the Company has the intent to sell the
investment or that it is more likely than not that the Company will be required to sell the
investment before recovery and other available information to determine the nature of the decline
in market value of the securities.
The following summarizes, by security type, the basis for the conclusion that the applicable
investments within the Companys available-for-sale and held-to-maturity portfolio were not other
than temporarily impaired.
United States Government Sponsored Enterprise (GSE) and Agency Notes
The Companys investment in United States GSE and Agency Notes shown in the preceding table that
were in a loss position for less than 12 months consisted of 18 GSE Step Notes with an unrealized
loss of 1.8% and one U.S. Government guaranteed Housing of Urban Development bond with an
unrealized loss of 0.9%. The unrealized loss is due to current interest rate levels relative to
the Companys cost and not credit quality, and because the Company does not intend to sell the
investments and it is not more likely than not that the Company will be required to sell the
investments before recovery of its amortized cost, which may be at maturity, the Company does not
consider these investments to be other-than-temporarily impaired at December 31, 2010.
Mortgage-Backed Securities
The Companys investment in mortgage-backed securities shown in the preceding table that were in a
loss position for greater than 12 months and had an unrealized loss of 4.7% consisted of one U.S.
Government agency mortgage-backed security. The unrealized loss is due to current interest rate
levels relative to the Companys cost. The cash flows of this investment are a direct obligation
of the U.S. Government. Accordingly, the Company expects to recover its full payment of principal
of this investment. Because the unrealized loss is due to current interest rate levels relative to
the Companys cost and not credit quality, and because the Company does not intend to sell the
investment and it is not more likely than not that the Company will be required to sell this
investment before recovery of its amortized cost, which may be at maturity, the Company does not
consider this investment to be other-than-temporarily impaired at December 31, 2010.
43
Municipal Bonds
The Companys investment in municipal bonds shown in the preceding table that were in a loss
position for less than 12 months and had an unrealized loss, on average, of 1.1% consisted of the
following: (1) seven obligations with an unrealized loss, on average, of 2.8% issued by the
Pennsylvania Housing Finance Agency and rated Aa2 by Moodys, (2) 12 non-rated short term municipal
anticipation notes with an unrealized loss, on average, of 0.1%, (3) four non-rated private
placement bonds from one local New Jersey municipality with an unrealized loss, on average, of 0.3%
and (4) 23 general obligation bonds issued by Pennsylvania municipalities and/or school districts
with an unrealized loss, on average, of 1.7% and rated A or better by Moodys and/or S&P. The
Companys investment in the preceding table that was in a loss position for greater than 12 months
consisted of one Pennsylvania general obligation bond rated Aa3 by Moodys with an unrealized loss
of 7.3%. The unrealized losses are due to current interest rate levels relative to the Companys
cost and not credit quality. Because the Company does not intend to sell the investments and it is
not more likely than not that the Company will be required to sell the investments before recovery
of their amortized cost, which may be maturity, the Company does not consider these investments to
be other-than-temporarily impaired at December 31, 2010.
Pooled Trust Preferred Securities
The Companys investment in pooled trust preferred securities shown in the preceding table that
were in a loss position for greater than 12 months consisted of two pooled trust preferred
securities with an unrealized loss, on average, of 14.8%. The first pooled trust preferred
security, Trapeza 2003-4A Class A1A, was rated Aa3 by Moodys and BB+ by Standard & Poors, which
represents a rating of below investment grade. At December 31, 2010, the book value of the
security totaled $9.1 million and the fair value totaled $8.1 million, representing an unrealized
loss of $1.0 million, or 11.4%. At December 31, 2010, there were a total of 34 banks currently
performing of the 42 remaining banks in the security. A total of 19.8%, or $70.0 million, of the
current collateral of $354.6 million has defaulted and 3.4%, or $12.0 million, of the current
collateral has deferred. Utilizing a cash flow analysis model in analyzing this security, an
assumption of 0% recovery of current deferrals and defaults and additional defaults of 3.60% of
outstanding collateral, every three years beginning in March 2011, with a 0% recovery, was modeled
and resulted in no cash flow shortfalls to our tranche. This represents the assumption of an
additional 24.9% of defaults from the remaining performing collateral of $272.6 million. Excess
subordination for the Trapeza 2003-4A Class A1A security represents 66.7% of the remaining
performing collateral. The excess subordination of 66.7% is calculated by taking the remaining
performing collateral of $272.6 million, subtracting the Class A-1 or senior tranche balance of
$90.9 million and dividing this result, $181.8 million, by the remaining performing collateral.
This excess subordination represents the additional collateral supporting our tranche. The
remaining pooled trust preferred security, US Capital Fund III Class A-1, is rated Baa2 by Moodys
and CCC- by Standard & Poors, which represents a rating of below investment grade. At December
31, 2010, the book value of the security totaled $7.5 million and the fair value totaled $6.1
million, representing an unrealized loss of $1.4 million, or 19.0%. At December 31, 2010, there
were a total of 31 banks currently performing of the 43 remaining banks in the security. A total
of 15.3%, or $33.0 million, of the current collateral of $214.7 million has defaulted and 13.1%, or
$28.2 million, of the current collateral has deferred. Utilizing a cash flow analysis model in
analyzing this security, an assumption of 0% recovery of current deferrals and additional defaults
of 3.60% of outstanding collateral, every three years beginning in February 2011, with a 0%
recovery, was modeled and resulted in no cash flow shortfalls to the Companys tranche. This
represents the assumption of an additional 24.3% of defaults from the remaining performing
collateral of $153.5 million. Excess subordination for the US Capital Fund III A-1 security
represents 42.5% of the remaining performing collateral. The excess subordination of 42.5% is
calculated by taking the remaining performing collateral of $153.5 million, subtracting the Class
A-1 or senior tranche balance of $88.2 million and dividing this result, $65.3 million, by the
remaining performing collateral. This excess subordination represents the additional collateral
supporting the Companys tranche. Based on the above analysis, the Company expects to recover its
entire amortized cost basis of the securities and because the Company does not intend to sell the
investments and it is not more likely than not that the Company will be required to sell the
investments before recovery of their amortized cost, which may be maturity, the Company does not
consider these investments to be other-than-temporarily impaired at December 31, 2010.
Collateralized Mortgage Obligations
The Companys investment in collateral mortgage obligations (CMOs) shown in the preceding table
that were in a loss position for less than 12 months consisted of one non-agency CMO with an
unrealized loss of 0.5%. The Companys investment in the preceding table that was in a loss
position for greater than 12 months and had an unrealized loss, on average, of 3.5% consisted of
one non-agency CMO. The decline in the market value of the whole loan CMOs is attributable to the
widening of credit spreads in the whole loan CMO market. The Company performs a qualitative
analysis by monitoring certain characteristics of its non-agency CMOs, such as ratings, delinquency
and foreclosure percentages, historical default and loss severity ratios, credit support and
coverage ratios and, based on the analysis performed at December 31, 2010, the Company expects to
recover its entire amortized cost basis of the securities. Because the Company does not intend to
sell the investments and it is not more likely than not that the Company will be required to sell
the investments before recovery of their amortized cost, which may be maturity, the Company does
not consider these investments to be other-than-temporarily impaired at December 31, 2010.
44
Equity Securities/Mutual Funds
The Companys investment in mutual funds shown in the preceding table consisted of one fund in a
loss position for less than 12 months at 3.0%. The Company evaluated the near-term prospects of
the issuer in relation to the severity and duration of impairment and the Company does not consider
this investment to be other-than-temporarily impaired at December 31, 2010.
The following table sets forth the stated maturities of the investment securities at December 31,
2010. Mutual funds, money market funds and equity securities are not included in the table based
on lack of a maturity date.
December 31, 2010 | December 31, 2009 | |||||||||||||||
Amortized | Estimated | Amortized | Estimated | |||||||||||||
(Dollars are in thousands) | Cost | Fair Value | Cost | Fair Value | ||||||||||||
Available-for-sale: |
||||||||||||||||
Due in one year or less |
$ | 2,393 | $ | 2,406 | $ | 80,560 | $ | 80,685 | ||||||||
Due after one year through five years |
151,758 | 152,430 | 28,684 | 29,029 | ||||||||||||
Due after five years through ten years |
776,999 | 766,453 | 295,932 | 296,355 | ||||||||||||
Due after ten years |
114,279 | 112,033 | 153,175 | 151,326 | ||||||||||||
Mortgage-backed securities |
467,915 | 494,446 | 690,232 | 716,640 | ||||||||||||
Total |
$ | 1,513,344 | $ | 1,527,768 | $ | 1,248,583 | $ | 1,274,035 | ||||||||
Held-to-maturity: |
||||||||||||||||
Due in one year or less |
$ | 52,214 | $ | 52,196 | $ | 135 | $ | 134 | ||||||||
Due after one year through five years |
2,130 | 2,136 | 960 | 945 | ||||||||||||
Due after five years through ten years |
625 | 636 | 615 | 591 | ||||||||||||
Due after ten years |
125 | 128 | 255 | 244 | ||||||||||||
Mortgage-backed securities |
31,515 | 33,552 | 46,044 | 47,939 | ||||||||||||
Total |
$ | 86,609 | $ | 88,648 | $ | 48,009 | $ | 49,853 | ||||||||
During 2010, the Company recorded an impairment loss of $88 thousand related to a $300 thousand
equity security that had been in an unrealized loss position for less than 12 months and for which
management had deemed it unlikely that the market value would increase in the near future. During
2009, the Company deemed several common equity securities to be other than temporarily impaired
which resulted in a $1.6 million impairment on these securities.
6. LOANS
Major classifications of loans at December 31, 2010 and 2009 are summarized as follows:
December 31, | ||||||||
(Dollars in thousands) | 2010 | 2009 | ||||||
Commercial: |
||||||||
Commercial real estate |
$ | 600,734 | $ | 599,849 | ||||
Commercial business loans |
441,881 | 438,778 | ||||||
Commercial construction |
268,314 | 264,734 | ||||||
Total Commercial |
1,310,929 | 1,303,361 | ||||||
Residential |
||||||||
Residential real estate |
687,565 | 647,687 | ||||||
Residential construction |
11,157 | 11,938 | ||||||
Total real estate loans |
698,722 | 659,625 | ||||||
Consumer loans: |
||||||||
Home equity & lines of credit |
288,875 | 314,467 | ||||||
Personal |
94,036 | 112,142 | ||||||
Education |
249,696 | 257,021 | ||||||
Automobile |
154,144 | 143,503 | ||||||
Total consumer loans |
786,751 | 827,133 | ||||||
Total loans |
2,796,402 | 2,790,119 | ||||||
Allowance for losses |
(45,366 | ) | (45,855 | ) | ||||
Loans, net |
$ | 2,751,036 | $ | 2,744,264 | ||||
45
In the ordinary course of business, the Company has granted loans to executive officers and
directors and their affiliates amounting to $0.5 million, $0.3 million and $0.4 million at December
31, 2010, 2009 and 2008, respectively. The amount of repayments in respect to such loans during
the years ended December 31, 2010, 2009 and 2008 totaled $6 thousand, $46 thousand and $237
thousand, respectively. There were $0.2 million, $0.0 million and $0.3 million of new related
party loans granted during fiscal years 2010, 2009 and 2008, respectively.
Allowance for Loan Losses
The allowance for loan losses is a valuation allowance for probable losses inherent in the loan
portfolio. We evaluate the adequacy of the allowances for loan losses balance on loans on a
quarterly basis. When additional allowances are necessary, a provision for loan losses is charged
to earnings. The Companys methodology for assessing the appropriateness of the allowance for loan
losses consists of: (1) a specific valuation allowance on identified problem loans; (2) a general
valuation allowance on the remainder of the loan portfolio; and (3) an unallocated component.
Although we determine the amount of each element of the allowance separately, the entire allowance
for loan losses is available to absorb losses in the loan portfolio. The Company charges-off the
collateral deficiency on all loans at 90 days past due and as a result; no specific valuation
allowance was maintained at December 31, 2010. The following table sets forth the activity in the
allowance for loan losses by portfolio for the year ended December 31, 2010:
COMMERCIAL | RESIDENTIAL | CONSUMER | ||||||||||||||||||||||||||||||||||||||||||
Home | ||||||||||||||||||||||||||||||||||||||||||||
December 31, 2010 | Equity & | |||||||||||||||||||||||||||||||||||||||||||
(Dollars in | Real | Real | Lines of | Not | ||||||||||||||||||||||||||||||||||||||||
thousands) | Estate | Business | Const | Estate | Const | Credit | Personal | Education | Auto | Allocated | Total | |||||||||||||||||||||||||||||||||
Allowance for credit
losses: |
$ | 9,842 | $ | 20,515 | $ | 4,344 | $ | 5,460 | $ | 97 | $ | 2,169 | $ | 1,041 | $ | 903 | $ | 1,484 | $ | | $ | 45,855 | ||||||||||||||||||||||
Beginning balance |
||||||||||||||||||||||||||||||||||||||||||||
Charge-offs |
22,210 | 14,505 | 29,631 | 918 | | 2,106 | 984 | 198 | 1,090 | | 71,642 | |||||||||||||||||||||||||||||||||
Recoveries |
162 | 171 | | 2 | | 71 | 208 | | 339 | | 953 | |||||||||||||||||||||||||||||||||
Provision |
26,999 | 8,226 | 34,583 | (2,690 | ) | (67 | ) | 2,002 | 712 | (408 | ) | 293 | 550 | 70,200 | ||||||||||||||||||||||||||||||
Allowance ending
balance |
$ | 14,793 | $ | 14,407 | $ | 9,296 | $ | 1,854 | $ | 30 | $ | 2,136 | $ | 977 | $ | 297 | $ | 1,026 | $ | 550 | $ | 45,366 | ||||||||||||||||||||||
Allowance ending
balance |
||||||||||||||||||||||||||||||||||||||||||||
Individually
evaluated for
impairment |
$ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | $ | | ||||||||||||||||||||||
Collectively
evaluated for
impairment |
14,793 | 14,407 | 9,296 | 1,854 | 30 | 2,136 | 977 | 297 | 1,026 | 550 | 45,366 | |||||||||||||||||||||||||||||||||
Total Allowance |
$ | 14,793 | $ | 14,407 | $ | 9,296 | $ | 1,854 | $ | 30 | $ | 2,136 | $ | 977 | $ | 297 | $ | 1,026 | $ | 550 | $ | 45,366 | ||||||||||||||||||||||
Financing receivable: |
||||||||||||||||||||||||||||||||||||||||||||
Ending balance |
||||||||||||||||||||||||||||||||||||||||||||
Individually
evaluated for
impairment |
$ | 28,769 | $ | 21,634 | $ | 31,519 | $ | 13,414 | $ | 308 | $ | | $ | 89 | $ | | $ | 70- | $ | | $ | 95,803 | ||||||||||||||||||||||
Collectively
evaluated for
impairment |
571,965 | 420,247 | 236,795 | 674,151 | 10,849 | 288,875 | 93,947 | 249,696 | 154,074 | | 2,700,599 | |||||||||||||||||||||||||||||||||
Total Portfolio |
$ | 600,734 | $ | 441,881 | $ | 268,314 | $ | 687,565 | $ | 11,157 | $ | 288,875 | $ | 94,036 | $ | 249,696 | $ | 154,144 | $ | | $ | 2,796,402 | ||||||||||||||||||||||
The summary activity in the allowance for loan losses for all portfolios for the years ended
December 31, 2010, 2009 and 2008, is as follows:
2010 | 2009 | 2008 | ||||||||||
Balance, beginning of year |
$ | 45,855 | $ | 36,905 | $ | 23,341 | ||||||
Provision for loan losses |
70,200 | 15,697 | 18,901 | |||||||||
Charge-offs |
(71,642 | ) | (7,703 | ) | (5,963 | ) | ||||||
Recoveries |
953 | 956 | 626 | |||||||||
Balance, end of year |
$ | 45,366 | $ | 45,855 | $ | 36,905 | ||||||
The provision for loan losses charged to expense is based upon past loan loss experience and an
evaluation of estimated losses in the current loan portfolio, including the evaluation of impaired
loans under FASB ASC Topic 310 for Loans and Debt Securities. Under the accounting guidance FASB
ASC Topic 310 for Receivables, for all loan segments a loan is considered to be impaired when,
based upon current information and events, it is probable that the Company will be unable to
collect all amounts due according to the contractual terms of the loan. An insignificant delay or
insignificant shortfall in amount of payments does not necessarily result in the loan being
identified as impaired. When all or a portion of the loan is deemed uncollectible, the uncollectible portion is charged
off. The measurement is based either on the present value of expected future cash flows discounted
at the loans effective interest rate, or the fair value of the collateral if the loan is
collateral-dependent. Most of our commercial loans are collateral dependent and therefore the
Company uses the value of the collateral to measure the loss. Any collateral shortfall for loans
that are 90 days past due are charged-off. Impairment losses are included in the provision for loan
losses. Large groups of homogeneous loans are collectively evaluated for impairment, except for
those loans restructured under a troubled debt restructuring. We continue to rigorously review our
loan portfolio to ensure that the collateral values remain sufficient to support the outstanding
balances.
46
Classified Loans
The Banks credit review process includes a risk classification of all commercial and residential
loans that includes pass, special mention, substandard and doubtful. The description of the risk
classifications are as follows:
A loan is classified as pass when payments are current and it is performing under the original
contractual terms and conditions. A loan is classified as special mention when the borrower
exhibits potential credit weakness or a downward trend which, if not checked or corrected, will
weaken the asset or inadequately protect the banks position. While potentially weak, the borrower
is currently marginally acceptable; no loss of principal or interest is envisioned. A loan is
classified as substandard when the borrower has a well defined weakness or weaknesses that
jeopardize the orderly liquidation of the debt. A substandard loan is inadequately protected by the
current net worth and paying capacity of the obligor, normal repayment from this borrower is in
jeopardy, and there is a distinct possibility that a partial loss of interest and/or principal will
occur if the deficiencies are not corrected. A loan is classified as doubtful when a borrower has
all weaknesses inherent in one classified as substandard with the added provision that: (1) the
weaknesses make collection of debt in full on the basis of currently existing facts, conditions and
values highly questionable and improbable; (2) serious problems exist to the point where a partial
loss of principal is likely (3) the possibility of loss is extremely high, but because of certain
important, reasonably specific pending factors which may work to the advantage and strengthening of
the assets, its classification as an estimated loss is deferred until its more exact status may be
determined. Pending factors include proposed merger, acquisition, or liquidation procedures,
capital injection, perfecting liens and additional refinancing plans. The Company charges-off the
collateral deficiency on all loans classified as substandard for loan loss related to that asset.
In all cases, loans are placed on nonaccrual when 90 days past due or earlier if collection of
principal or interest is considered doubtful.
The following table sets forth the amounts of classified asset categories for the commercial and
residential loan portfolios at December 31, 2010:
Commercial and Residential Loans
Credit Risk Internally Assigned
(Dollars in thousands)
Credit Risk Internally Assigned
(Dollars in thousands)
December 31, 2010 | ||||||||||||||||||||||||
Commercial | Commercial | Commercial | Residential | Residential | ||||||||||||||||||||
Real Estate | Business | Construction | Real Estate | Construction | Total | |||||||||||||||||||
Grade |
||||||||||||||||||||||||
Pass |
$ | 558,679 | $ | 408,148 | $ | 204,824 | $ | 674,151 | $ | 10,849 | $ | 1,856,651 | ||||||||||||
Special Mention |
6,375 | 9,557 | 26,711 | | | 42,643 | ||||||||||||||||||
Substandard |
26,044 | 21,794 | 19,996 | 13,414 | 106 | 81,354 | ||||||||||||||||||
Doubtful |
9,636 | 2,382 | 16,783 | | 202 | 29,003 | ||||||||||||||||||
Total |
$ | 600,734 | $ | 441,881 | $ | 268,314 | $ | 687,565 | $ | 11,157 | $ | 2,009,651 | ||||||||||||
The Banks credit review process is based on payment history for all consumer loans.
Generally, all consumer loans are charged off when they become 90 days delinquent with the
exception of education loans which are guaranteed by the government. The following table sets
forth the consumer loan risk profile based on payment activity:
Consumer Credit Exposure
Credit Risk Profile Based on Payment Activity
(Dollars in thousands)
Credit Risk Profile Based on Payment Activity
(Dollars in thousands)
Home Equity | ||||||||||||||||||||
& Lines of | ||||||||||||||||||||
Credit | Personal | Education | Auto | Total | ||||||||||||||||
Performing |
$ | 288,875 | $ | 93,947 | $ | 221,808 | $ | 154,074 | $ | 758,704 | ||||||||||
Nonperforming |
| 89 | 27,888 | 70 | 28,047 | |||||||||||||||
Total |
$ | 288,875 | $ | 94,036 | $ | 249,696 | $ | 154,144 | $ | 786,751 | ||||||||||
47
Loan Delinquencies and Non-accrual Loans
The Company monitors the past due and non-accrual status of loans in determining the loss
classification, impairment status and in determining the allowance for loan losses. Generally, all
loans past due 90 days are put on non-accrual status. Education loans greater than 90 days
delinquent continue to accrue interest as they are government guaranteed with little risk of credit
loss.
The following tables provide information about delinquent and non-accrual loans in our portfolio at
the dates indicated:
Aged Analysis of Past Due and Non-accrual Financing Receivables
As of December 31, 2010
As of December 31, 2010
Recorded | ||||||||||||||||||||||||||||||||
Investment | ||||||||||||||||||||||||||||||||
30-59 | 60-89 | >90 | Total | >90 Days | ||||||||||||||||||||||||||||
Days | Days | Days | Total | Financing | and | |||||||||||||||||||||||||||
(Dollars in thousands) | Past Due | Past Due | Past Due | Past Due | Current | Receivables | Accruing | Non-accruing | ||||||||||||||||||||||||
Commercial: |
||||||||||||||||||||||||||||||||
Commercial real estate |
$ | 2,243 | $ | 520 | $ | 16,158 | $ | 18,921 | $ | 581,813 | $ | 600,734 | $ | | $ | 28,769 | ||||||||||||||||
Commercial business |
4,810 | 246 | 6,712 | 11,768 | 430,113 | 441,881 | | 21,634 | ||||||||||||||||||||||||
Commercial construction |
4,706 | 1,581 | 14,110 | 20,397 | 247,917 | 268,314 | | 31,519 | ||||||||||||||||||||||||
Total commercial |
$ | 11,759 | $ | 2,347 | $ | 36,980 | $ | 51,086 | $ | 1,259,843 | $ | 1,310,929 | | $ | 81,922 | |||||||||||||||||
Residential: |
||||||||||||||||||||||||||||||||
Residential real estate |
$ | 5,619 | $ | 1,850 | $ | 8,522 | $ | 15,991 | $ | 671,574 | $ | 687,565 | $ | 44 | $ | 13,414 | ||||||||||||||||
Residential construction |
| | 308 | 308 | 10,849 | 11,157 | | 308 | ||||||||||||||||||||||||
Total residential |
$ | 5,619 | $ | 1,850 | $ | 8,830 | $ | 16,299 | $ | 682,423 | $ | 698,722 | $ | 44 | $ | 13,722 | ||||||||||||||||
Consumer: |
||||||||||||||||||||||||||||||||
Home equity and
lines of credit |
$ | 906 | $ | 100 | $ | | $ | 1,006 | $ | 287,869 | $ | 288,875 | $ | | $ | | ||||||||||||||||
Personal |
1,064 | 247 | 8 | 1,319 | 92,717 | 94,036 | | 89 | ||||||||||||||||||||||||
Education |
16,156 | 11,229 | 27,888 | 55,273 | 194,423 | 249,696 | 27,888 | | ||||||||||||||||||||||||
Auto |
1,537 | 315 | | 1,852 | 152,292 | 154,144 | | 70 | ||||||||||||||||||||||||
Total consumer |
$ | 19,663 | $ | 11,891 | $ | 27,896 | $ | 59,450 | $ | 727,301 | $ | 786,751 | $ | | $ | 159 | ||||||||||||||||
Total |
$ | 37,041 | $ | 16,088 | $ | 73,706 | $ | 126,835 | $ | 2,669,567 | $ | 2,796,402 | $ | 27,932 | $ | 95,803 | ||||||||||||||||
48
Impaired Loans
Loans for which it is probable that payment of interest and principal will not be made in
accordance with the contractual terms of the loan agreement are considered impaired. Once a loan
is identified as individually impaired, management measures the extent of the impairment in
accordance with guidance under FASB ASC Topic 310 for Receivables. The fair value of impaired
loans is estimated using one of several methods, including collateral value, market value of
similar debt, enterprise value, liquidation value or discounted cash flows. However, collateral
value is predominantly used to assess the fair value of an impaired loan. Those impaired loans not
requiring an allowance represent loans for which the fair value of the collateral or expected
repayments exceed the recorded investments in such loans.
Components of Impaired Loans
Impaired Loans
For the Year Ended December 31, 2010
For the Year Ended December 31, 2010
Interest | ||||||||||||||||||||||||
Income | ||||||||||||||||||||||||
Unpaid | Average | Interest | Recognized | |||||||||||||||||||||
Recorded | Principal | Related | Recorded | Income | Using Cash | |||||||||||||||||||
(Dollars in thousands) | Investment | Balance | Allowance | Investment | Recognized | Basis | ||||||||||||||||||
Impaired loans with no
related specific
allowance recorded: |
||||||||||||||||||||||||
Commercial Real Estate |
$ | 28,769 | $ | 50,044 | $ | | $ | 29,028 | $ | 6 | $ | 795 | ||||||||||||
Commercial Business |
21,634 | 32,114 | | 13,870 | | 71 | ||||||||||||||||||
Commercial Construction |
31,519 | 61,150 | | 33,946 | | | ||||||||||||||||||
Residential Real Estate |
13,414 | 13,823 | | 3,745 | | | ||||||||||||||||||
Residential Construction |
308 | 722 | | 302 | | | ||||||||||||||||||
Consumer Personal |
159 | 159 | | 339 | | | ||||||||||||||||||
Total Impaired Loans: |
$ | 95,803 | $ | 158,012 | | $ | 81,230 | $ | 6 | $ | 866 | |||||||||||||
Commercial |
81,922 | 143,308 | | 76,844 | 6 | 866 | ||||||||||||||||||
Residential |
13,722 | 14,545 | | 4,047 | | | ||||||||||||||||||
Consumer |
159 | 159 | | 339 | | | ||||||||||||||||||
Total |
$ | 95,803 | $ | 158,012 | | $ | 81,230 | $ | 6 | $ | 866 | |||||||||||||
The Company charged off the collateral deficiency on all loans and as a result, no specific
valuation allowance was required for any loans at December 31, 2010.
Analysis of Impaired Loans
(Dollars in thousands)
(Dollars in thousands)
Years Ended December 31, | ||||||||
2010 | 2009 | |||||||
Average impaired loans |
$ | 81,230 | $ | 55,326 | ||||
Interest income recognized on impaired loans |
6 | 166 | ||||||
Cash basis interest income recognized on impaired loans |
866 | 64 |
Nonperforming loans (which includes nonaccrual loans and loans past 90 days or more and still
accruing) at December 31, 2010 and 2009 amounted to approximately $123.8 million and $120.5
million, respectively, and include $27.9 million and $33.1 million in guaranteed student loans,
respectively, As of December 31, 2010, all impaired loans greater than 90 days delinquent are on a
non accrual status and all payments are applied to principal.
49
7. | ACCRUED INTEREST RECEIVABLE |
The following table provides selected information on accrued interest receivable at December 31,
2010 and 2009.
2010 | 2009 | |||||||||||||||
(Dollars in thousands) | Amount | % of Total | Amount | % of Total | ||||||||||||
Interest-Bearing Deposits |
$ | 8 | 0.05 | % | $ | 24 | 0.12 | % | ||||||||
Investment Securities |
6,399 | 32.70 | % | 6,144 | 31.71 | % | ||||||||||
Loans |
13,159 | 67.25 | % | 13,207 | 68.17 | % | ||||||||||
Total Accrued Interest Receivable |
$ | 19,566 | 100.00 | % | $ | 19,375 | 100.00 | % | ||||||||
8. | BANK PREMISES AND EQUIPMENT |
Premises and equipment at December 31, 2010 and 2009 consist of the following:
(Dollars in thousands) | 2010 | 2009 | ||||||
Land |
$ | 15,023 | $ | 15,533 | ||||
Bank premises |
37,024 | 53,042 | ||||||
Furniture, fixtures and equipment |
24,379 | 23,999 | ||||||
Leasehold improvements |
9,653 | 9,397 | ||||||
Construction in progress |
5,170 | 6,804 | ||||||
Total |
91,249 | 108,775 | ||||||
Accumulated depreciation and amortization |
(26,910 | ) | (27,520 | ) | ||||
Total |
$ | 64,339 | $ | 81,255 | ||||
Bank premises and equipment decreased $14.1 million as a result of the deconsolidation of two
variable interest entities during the year ended December 31, 2010. Depreciation and amortization
expense amounted to $6.1 million, $6.0 million, and $5.6 million for the years ended December 31,
2010, 2009 and 2008, respectively.
9. | GOODWILL AND OTHER INTANGIBLES |
Goodwill and other intangible assets arising from the acquisition of CLA Agency, Inc. (CLA), FMS
Financial Corporation (FMS), and Paul Hertel & Company were accounted for in accordance with the
accounting guidance in FASB ASC Topic 350 for Intangibles Goodwill and Other. As required under
the accounting guidance, goodwill is not amortized but rather reviewed for impairment at least
annually. The other intangibles are amortizing intangibles, which primarily consist of a core
deposit intangible which is amortized over an estimated useful life of ten years. As of December
31, 2010, the core deposit intangible net of accumulated amortization totaled $11.0 million. The
other amortizing intangibles, which include customer lists, trademarks and agreements not to
compete, vary in estimated useful lives from two to 13 years. The weighted average lives for core
deposit intangibles, customer lists, trademarks and agreements not to compete are 11.0 years, 11.6
years, 2.6 years and 3.5 years, respectively
For purposes of impairment testing, the goodwill and intangibles are to be assigned to a reporting
unit and segment. Overall economic conditions and a soft insurance rate environment have
significantly impacted the financial results of the insurance brokerage business during 2009. As a
result, during the third quarter of 2009, the Company conducted an impairment evaluation of the
goodwill specifically related to the insurance brokerage business and recorded an impairment charge
of $1.0 million. The Company determined the fair value of the insurance brokerage business based
upon a combination of a guideline public company technique, a precedent transaction technique and a
discounted cash flow technique. The Company did not have any prior accumulated goodwill impairment
charges and there were no other impairment charges during the fourth quarter of 2009.
50
Goodwill and other intangibles at December 31, 2010 and December 31, 2009 are summarized as
follows:
Customer | ||||||||||||
Core Deposit | Relationships | |||||||||||
(Dollars in thousands) | Goodwill | Intangible | and other | |||||||||
Balance at December 31, 2009 |
$ | 110,486 | $ | 13,577 | $ | 6,853 | ||||||
Adjustments: |
||||||||||||
Impairment |
| | | |||||||||
Amortization |
| (2,609 | ) | (902 | ) | |||||||
Balance at December 31, 2010 |
$ | 110,486 | $ | 10,968 | $ | 5,951 | ||||||
The following table summarizes amortizing intangible assets at December 31, 2010 and 2009:
2010 | 2009 | |||||||||||||||||||||||
Accumulated | Accumulated | |||||||||||||||||||||||
(Dollars in thousands) | Gross | Amortization | Net | Gross | Amortization | Net | ||||||||||||||||||
Amortizing Intangibles: |
||||||||||||||||||||||||
Core Deposits |
$ | 23,215 | $ | (12,247 | ) | $ | 10,968 | $ | 23,215 | $ | (9,638 | ) | $ | 13,577 | ||||||||||
Customer Relationships and Other |
10,251 | (4,300 | ) | 5,951 | 10,251 | (3,398 | ) | 6,853 | ||||||||||||||||
Total Amortizing Intangibles |
$ | 33,466 | $ | (16,547 | ) | $ | 16,919 | $ | 33,466 | $ | (13,036 | ) | $ | 20,430 | ||||||||||
Aggregate amortization expense was $3.5 million, $3.6 million and $5.2 million for the years
ended December 31, 2010, 2009 and 2008, respectively. Amortization expense for the next five years
is expected to be as follows:
(Dollars in thousands) | ||||
Year | Expense | |||
2011 |
$ | 3,449 | ||
2012 |
2,830 | |||
2013 |
2,198 | |||
2014 |
1,966 | |||
2015 |
1,966 | |||
2016 and thereafter |
4,510 |
10. | OTHER ASSETS |
The following table provides selected information on other assets at December 31, 2010 and 2009:
(Dollars in thousands) | 2010 | 2009 | ||||||
Unconsolidated investments in affordable housing and
other
partnerships |
$ | 20,378 | $ | 5,659 | ||||
Cash surrender value of life insurance |
18,629 | 17,107 | ||||||
Prepaid assets |
15,873 | 20,698 | ||||||
Net deferred tax asset |
31,928 | 20,609 | ||||||
Other real estate |
16,694 | 9,061 | ||||||
Accounts receivable ACH |
22,901 | | ||||||
Accounts receivable trading securities |
31,127 | | ||||||
Fixed assets held for sale |
3,074 | | ||||||
All other assets |
24,558 | 17,670 | ||||||
Total other assets |
$ | 185,162 | $ | 90,804 | ||||
During 2010, the Company determined that two properties located in Burlington, New Jersey would
be vacated and sold. These properties were recorded at their fair market value, less costs to sell,
which totaled $3.1 million and a $1.6 million loss was recorded in other non-interest expense on
the Statement of Operations for the year ended December 31, 2010.
51
11. | DEPOSITS |
Deposits consisted of the following major classifications at December 31, 2010 and 2009:
% of Total | % of Total | |||||||||||||||
(Dollars in thousands) | 2010 | Deposits | 2009 | Deposits | ||||||||||||
Non-interest bearing deposits |
$ | 282,050 | 7.2 | % | $ | 242,412 | 6.9 | % | ||||||||
Interest-earning checking accounts |
420,873 | 10.7 | % | 359,977 | 10.3 | % | ||||||||||
Municipal checking accounts |
1,072,574 | 27.2 | % | 762,538 | 21.7 | % | ||||||||||
Money market accounts |
622,050 | 15.8 | % | 665,757 | 19.0 | % | ||||||||||
Savings accounts |
696,629 | 17.7 | % | 532,511 | 15.2 | % | ||||||||||
Time deposits |
848,128 | 21.4 | % | 946,052 | 26.9 | % | ||||||||||
Total deposits |
$ | 3,942,304 | 100.0 | % | $ | 3,509,247 | 100.0 | % | ||||||||
The decrease in the average cost was primarily the result of the shift from higher cost time
deposits to lower cost checking and savings products during the year.
Time deposit accounts outstanding at December 31, 2010 and 2009, mature as follows:
(Dollars in thousands) | 2010 | 2009 | ||||||
0 to 6 months |
$ | 328,805 | $ | 545,261 | ||||
7 to 12 months |
294,011 | 244,367 | ||||||
13 to 24 months |
139,194 | 97,585 | ||||||
Over 25 months |
86,118 | 58,839 | ||||||
$ | 848,128 | $ | 946,052 | |||||
The aggregate amount of certificate accounts in denominations of $100 thousand dollars or more
totaled $199.3 million and $255.3 million at December 31, 2010 and 2009, respectively. Due to
recent economic conditions, the FDIC has permanently raised deposit insurance per account owner to
$250 thousand for all types of accounts. The FDIC is also providing unlimited deposit insurance
for non-interest bearing transaction accounts until December 31, 2012.
12. | BORROWED FUNDS |
A summary of borrowings is as follows:
December 31, | ||||||||
(Dollars in thousands) | 2010 | 2009 | ||||||
FHLB advances |
$ | 113,000 | $ | 169,750 | ||||
Repurchase agreements |
135,000 | 235,000 | ||||||
Statutory trust debenture |
25,317 | 25,299 | ||||||
Other |
| 3,571 | ||||||
Total borrowings |
$ | 273,317 | $ | 433,620 | ||||
52
Advances from the FHLB that bear fixed interest rates with remaining periods until maturity are
summarized as follows:
December 31, | ||||||||
(Dollars in thousands) | 2010 | 2009 | ||||||
Due in one year or less |
$ | 13,000 | $ | 56,750 | ||||
Due after one year through five years |
80,000 | 93,000 | ||||||
Due after five years through ten years |
20,000 | 20,000 | ||||||
Total FHLB advances |
$ | 113,000 | $ | 169,750 | ||||
Repurchase agreements that bear fixed interest rates with remaining periods until maturity are
summarized as follows:
December 31, | ||||||||
(Dollars in thousands) | 2010 | 2009 | ||||||
Due in one year or less |
$ | 10,000 | $ | 100,000 | ||||
Due after one year through five years |
125,000 | 135,000 | ||||||
Total |
$ | 135,000 | $ | 235,000 | ||||
Included as FHLB advances at December 31, 2010 and 2009 in the above table are FHLB
borrowings whereby the FHLB has the option at predetermined times to convert the fixed interest
rate to an adjustable rate tied to the London Interbank Offered Rate (LIBOR). If the FHLB
converts the interest rate, the Company would have the option to prepay these advances without
penalty. These advances are included in the periods in which they mature. At December 31, 2010,
$113.0 million, or 100.0% of the FHLB advances, are convertible at the option of the FHLB.
FHLB advances are collateralized under a blanket collateral lien agreement. The Company is
required to report certain quarterly financial data to maintain current and future borrowings from
the FHLB.
The weighted average interest rates of the borrowings during the year ended December 31, 2010 and
December 2009 were as follows:
2010 | 2009 | |||||||
Weighted average interest rate during period: |
||||||||
Federal Home Loan Bank advances |
3.81 | % | 4.13 | % | ||||
Repurchase agreements |
4.36 | 4.38 | ||||||
Federal Reserve Bank of Philadelphia overnight borrowings |
0.75 | 0.50 | ||||||
Statutory Trust Debenture |
2.05 | 2.71 | ||||||
Other |
0.20 | 3.13 |
The Company pledges securities and loans to secure its borrowing capacity at the Federal
Reserve Bank of Philadelphia. At December 31, 2010, securities with an amortized cost of $3.2
million and an estimated fair value of $3.4 million were pledged. At December 31, 2009, securities
with an amortized cost of $4.3 million and an estimated fair value of $4.6 million were pledged.
Loans totaling $619.1 million and $682.5 million were pledged to secure borrowings at December 31,
2010 and 2009, respectively.
The Company enters into sales of securities under agreements to repurchase. These agreements are
recorded as financing transactions, and the obligation to repurchase is reflected as a liability in
the consolidated statements of financial condition. The dollar amount of securities underlying the
agreements remains recorded as an asset and carried in the Companys securities portfolio.
At December 31, 2010 and 2009, outstanding repurchase agreements were $135.0 million and $235.0
million, respectively, with a weighted average maturity of 2.28 and 2.24 years, respectively, and a
weighted average cost of 3.74% and 4.38%, respectively. The average balance of repurchase
agreements during the years ended December 31, 2010 and 2009 were $217.5 million and $239.5
million, respectively. The maximum amount outstanding at any month end period during 2010 and 2009
was $235.0 million, and $240.1 million, respectively.
At December 31, 2010 and 2009, outstanding repurchase agreements were secured by GSE Notes, GSE
Mortgage-Backed Securities and GSE CMOs. At December 31, 2010 and 2009, the market value of the
securities held as collateral for repurchase agreements was $153.4 million and $275.5 million,
respectively.
53
The Company assumed FMS Financials obligation to the FMS Statutory Trust II (the Trust) as part
of the acquisition of FMS Financial on July 13, 2007. The Companys debentures to the Trust as of
December 31, 2010 were $25.8 million. The fair value of the debenture was recorded as of the
acquisition date at $25.3 million. The difference between market value and the Companys debenture
is being amortized as interest expense over the expected life of the debt. The Trust issued $25.8 million of floating rate capital securities and $0.8 million of common securities to
the Company. The Trusts capital securities are fully guaranteed by the Companys debenture to the
Trust. The Company has recorded its investment in the capital securities in the other asset section
of the Statement of Condition. As of December 31, 2010, the rate was 1.88%. The debentures are
redeemable at the Companys option any time after June 2011. The redemption of the debentures would
result in the mandatory redemption of the Trusts capital and common securities at par. The
statutory trust debenture is wholly owned by the Company, however under accounting guidance, it is
not a consolidated entity because the Company is not the primary beneficiary.
13. | REGULATORY CAPITAL REQUIREMENTS |
The Bank is subject to various regulatory capital requirements administered by state and federal
banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and
possibly additional discretionary, actions by regulators that, if undertaken, could have a direct
material effect on the Banks financial statements. Under capital adequacy guidelines and the
regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines
that involve quantitative measures of the Banks assets, liabilities and certain off-balance-sheet
items as calculated under regulatory accounting practices. The Banks capital amounts and
classification are also subject to 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 (set forth in the table below) of total and Tier 1 capital (as
defined in the regulations) to risk weighted assets (as defined), and of Tier 1 capital (as
defined) to average assets (as defined). Management believes that, as of December 31, 2010 and
2009, the Bank met all capital adequacy requirements to which it was subject.
As of December 31, 2010, the most recent date for which information is available, the FDIC
categorized the Bank as well capitalized under the regulatory framework for prompt corrective
action. To be categorized as well capitalized, the Bank must maintain minimum total risk-based,
Tier 1 risk-based, and Tier 1 leverage ratios as set forth in the table. There are no conditions
or events that management believes have changed the Banks categorization since the most recent
notification from the FDIC.
The Banks actual capital amounts and ratios (under rules established by the FDIC) are presented in
the following table:
To Be Well | ||||||||||||||||||||||||
Capitalized | ||||||||||||||||||||||||
Under Prompt | ||||||||||||||||||||||||
For Capital | Corrective | |||||||||||||||||||||||
Actual | Adequacy Purposes | Action Provisions | ||||||||||||||||||||||
Capital | Capital | Capital | ||||||||||||||||||||||
(Dollars in thousands) | Amount | Ratio | Amount | Ratio | Amount | Ratio | ||||||||||||||||||
As of December 31, 2010: |
||||||||||||||||||||||||
Tier 1 Capital (to average assets) |
$ | 432,374 | 8.89 | % | $ | 145,900 | 3.00 | % | $ | 243,200 | 5.00 | % | ||||||||||||
Tier 1 Capital (to risk weighted assets) |
432,374 | 15.69 | % | 110,200 | 4.00 | % | 165,300 | 6.00 | % | |||||||||||||||
Total Capital (to risk weighted assets) |
467,051 | 16.95 | % | 220,500 | 8.00 | % | 275,600 | 10.00 | % | |||||||||||||||
As of December 31, 2009: |
||||||||||||||||||||||||
Tier 1 Capital (to average assets) |
$ | 439,865 | 9.81 | % | $ | 134,500 | 3.00 | % | $ | 224,200 | 5.00 | % | ||||||||||||
Tier 1 Capital (to risk weighted assets) |
439,865 | 16.71 | % | 105,300 | 4.00 | % | 157,900 | 6.00 | % | |||||||||||||||
Total Capital (to risk weighted assets) |
473,090 | 17.98 | % | 210,500 | 8.00 | % | 263,200 | 10.00 | % |
The Companys capital at December 31, 2010 and 2009 for financial statement purposes was
greater than the Tier 1 Capital amounts by $189.2 million and $197.1 million, respectively, due to
the Tier 1 exclusion for regulatory capital purposes of unrealized gains or losses on securities
available-for-sale and the accumulated other comprehensive adjustment related to pension and post
retirement benefits. Additionally, regulatory capital reduces capital by the goodwill and other
intangibles and a portion of the deferred tax asset. The amounts in the above table are calculated
using Bank only balances.
54
14. | INCOME TAXES |
The Company files a consolidated federal income tax return. The Company uses the specific
charge-off method for computing bad debts. The provision for income taxes for the years ended
December 31, 2010, 2009 and 2008 includes the following:
(Dollars in thousands) | 2010 | 2009 | 2008 | |||||||||
Current federal taxes |
$ | (7,787 | ) | $ | 6,347 | $ | 7,550 | |||||
Current state and local taxes |
(123 | ) | 1,465 | 469 | ||||||||
Deferred federal and state taxes benefit |
(6,879 | ) | (6,275 | ) | (4,154 | ) | ||||||
Total |
$ | (14,789 | ) | $ | 1,537 | $ | 3,865 | |||||
A reconciliation from the expected federal income tax expense (benefit) computed at the statutory
federal income tax rate to the actual income tax expense (benefit) included in the consolidated
statements of operations is as follows:
2010 | 2009 | 2008 | ||||||||||||||||||||||
Tax at statutory rate |
$ | (8,313 | ) | (35.00 | )% | $ | 6,519 | 35.00 | % | $ | 7,144 | 35.00 | % | |||||||||||
Increase (reduction) in taxes resulting from: |
||||||||||||||||||||||||
Tax-exempt income |
(2,251 | ) | (9.48 | ) | (1,773 | ) | (9.52 | ) | (1,281 | ) | (6.30 | ) | ||||||||||||
State and local income tax |
(1,915 | ) | (8.06 | ) | 453 | 2.43 | (431 | ) | (2.10 | ) | ||||||||||||||
Employee benefit programs |
(287 | ) | (1.21 | ) | (166 | ) | (0.89 | ) | (616 | ) | (3.00 | ) | ||||||||||||
Federal income tax credits |
(2,488 | ) | (10.47 | ) | (2,441 | ) | (13.11 | ) | (1,879 | ) | (9.20 | ) | ||||||||||||
Valuation allowances: |
775 | 3.26 | (591 | ) | (3.17 | ) | 1,094 | 5.40 | ||||||||||||||||
Other |
(310 | ) | (1.30 | ) | (464 | ) | (2.49 | ) | (166 | ) | (0.80 | ) | ||||||||||||
Total |
$ | (14,789 | ) | (62.26 | )% | $ | 1,537 | 8.25 | % | $ | 3,865 | 19.00 | % | |||||||||||
55
Items that give rise to significant portions of the deferred tax accounts at December 31, 2010
and 2009 are as follows:
(Dollars in thousands) | 2010 | 2009 | ||||||
Deferred tax assets: |
||||||||
Reserve for bad debts |
$ | 16,695 | $ | 16,888 | ||||
Pension liabilities |
5,570 | 7,183 | ||||||
Postretirement benefits |
4,836 | 4,197 | ||||||
Federal income tax credits |
5,699 | | ||||||
Deferred compensation |
4,056 | 2,343 | ||||||
Non-accrual interest on loans |
2,931 | | ||||||
State net operating loss carryover |
2,705 | 894 | ||||||
Purchase accounting adjustments |
2,185 | 6,627 | ||||||
Charitable contribution carryforward |
1,446 | 924 | ||||||
Lease accounting |
535 | 561 | ||||||
Impairment of securities |
270 | 1,097 | ||||||
Federal net operating loss carryover |
147 | 147 | ||||||
Other |
524 | 229 | ||||||
47,599 | 41,090 | |||||||
Less: Valuation Allowance |
(2,148 | ) | (1,373 | ) | ||||
Total |
45,451 | 39,717 | ||||||
Deferred tax liabilities: |
||||||||
Available-for-sale securities |
5,183 | 9,252 | ||||||
Intangibles |
4,358 | 5,149 | ||||||
Property |
2,902 | 3,110 | ||||||
Prepaid expenses and deferred loan fees |
998 | 1,012 | ||||||
Mortgage servicing rights and other |
82 | 585 | ||||||
Total |
13,523 | 19,108 | ||||||
Net deferred tax assets |
$ | 31,928 | $ | 20,609 | ||||
During 2010 and 2009, $4.4 million and $4.0 million, respectively, in net deferred tax
liabilities were recorded as adjustments to other comprehensive income.
As of December 31, 2010, the Companys net deferred tax assets were $31.9 million. We regularly
evaluate the realizability of deferred tax asset positions. In determining whether a valuation
allowance is necessary, we consider the level of taxable income in prior years to the extent that
carrybacks are permitted under current tax laws, as well as estimates of future pre-tax and taxable
income and tax planning strategies that would, if necessary, be implemented. We currently maintain
a valuation allowance for certain state net operating losses, charitable contribution carryovers
and other-than-temporary impairments, and management believes it is more likely than not that such
deferred tax assets will not be realized. We expect to realize our remaining deferred tax assets
over the allowable carryback and/or carryforward periods. Therefore, no valuation allowance is
deemed necessary against our federal or remaining state deferred tax assets as of December 31,
2010. However, if an unanticipated event occurred that materially changed pre-tax and taxable
income in future periods, an increase in the valuation allowance may become necessary.
During 2007, the Company established The Beneficial Foundation (the Foundation) and contributed a
total of $10.0 million to the Foundation. Under current federal income tax regulations, charitable
contribution deductions are limited to 10% of taxable income. Accordingly, the $10.0 million
contribution created a carry forward for income tax purposes and a deferred tax asset for financial
statement purposes. As of December 31, 2010, the Company has a $4.1 million charitable contribution
carryover, of which $3.4 million will expire as of December 31, 2012 if not utilized. As of
December 31, 2010, the Company recorded a valuation allowance of $593 thousand related to
charitable contribution deductions for which management believes that it is more likely than not
that such deferred tax assets will not be realized.
56
As of December 31, 2010 and 2009, the Company has state and local net operating loss carryovers of
$49 million, resulting in gross deferred tax assets of $2.7 million. These net operating loss
carryovers will begin to expire after December 31, 2011 if not utilized. A valuation allowance for
the entire amount of these deferred tax assets, other than the Banks net operating loss, has been
recorded as of December 31, 2010, as management believes it is more likely than not
that such deferred tax assets will not be realized. The Banks gross state net operating loss that
is more likely than not to be realized is $19.5 million. In addition, as of December 31, 2010,
management has recorded a valuation allowance of $270 thousand related to deferred tax assets
associated with the write down of certain equity securities, for which management believes that it
is more likely than not that such deferred tax assets will not be realized. The Company also has
the following carryover items: a gross federal net operating loss of
$419 thousand which is limited
in usage under IRS rules to $108 thousand per year and will expire at the end of 2022 if not
utilized; low income housing tax credits of $5.0 million which will expire at the end of 2030 if
not utilized; and an alternative minimum tax credit of $664 thousand which has an indefinite life.
The Company accounts for uncertain tax positions in accordance with FASB ASC Topic 740 for income
taxes. The guidance clarifies the accounting and reporting for income taxes where interpretation
of the tax law may be uncertain. The FASB prescribes a comprehensive model for the financial
statement recognition, measurement, presentation and disclosure of income tax uncertainties with
respect to positions taken or expected to be taken in income tax returns. The uncertain tax
liability for uncertain tax positions was zero and $50 thousand for the years ended December 31,
2010 and December 31, 2009, respectively, representing the total amount of unrecognized tax
benefits that, if recognized, would affect the effective tax rate. The Company recognizes, when
applicable, interest and penalties related to unrecognized tax positions in the provision for
income taxes in the consolidated statement of operations. As of December 31, 2009, the uncertain
tax liability recorded for uncertain tax positions consisted totally of accrued interest and
penalties. In 2009, an examination of the 2006 consolidated federal income tax return was
completed by the Internal Revenue Service (IRS) with no changes to reported tax. In 2010, an
examination of the 2007 consolidated federal income tax return was completed by the IRS and the
Company received net refunds of $1.9 million, primarily related to certain losses on securities
that were not reflected on the original tax return. The tax years 2007 through 2009 remain subject
to examination by the IRS, Pennsylvania and Philadelphia taxing authorities. The tax years 2006
through 2009 remain subject to examination by New Jersey taxing authorities. For 2010, the Banks
maximum federal income tax rate was 35%.
The following table provides a reconciliation of the beginning and ending amounts of the Companys
unrecognized tax liabilities.
(Dollars in thousands) | 2010 | 2009 | ||||||
Unrecognized tax liabilities January 1 |
$ | 50 | $ | | ||||
Increase/(Decrease) as a result of tax position taken in prior year |
| 50 | ||||||
Increase/(Decrease) as a result of tax position taken during the year |
| | ||||||
Decreases relating to settlements with taxing authorities |
(50 | ) | | |||||
Reductions as a result of a lapse of applicable statute of limitation |
| | ||||||
Unrecognized tax liabilities at December 31 |
$ | | $ | 50 | ||||
Pursuant to accounting guidance, the Company is not required to provide deferred taxes on its
tax loan loss reserve as of December 31, 1987. At December 31, 2010 and 2009 the Company had unrecognized deferred
income taxes of approximately $2.3 million with respect to this reserve. This reserve could be recognized as taxable
income and create a current and/or deferred tax liability using the income tax rates then in effect
if one of the following occur: (1) the Banks retained earnings represented by this reserve are
used for distributions in liquidation or for any other purpose other than to absorb losses from bad
debts; (2) the Bank fails to qualify as a Bank, as provided by the Internal Revenue Code; or (3)
there is a change in federal tax law.
15. | PENSION AND POSTRETIREMENT BENEFIT PLANS |
The Bank has noncontributory defined benefit pension plans (Plans) covering most of its
employees. Additionally, the Company sponsors nonqualified supplemental employee retirement plans
for certain participants. The Bank also provides certain postretirement benefits to qualified
former employees. These postretirement benefits principally pertain to certain health and life
insurance coverage. Information relating to these employee benefits program are included in the
tables that follow.
Effective June 30, 2008, the defined pension benefits for Bank employees were frozen at the current
levels. As a result the Bank recognized a curtailment gain of $7.3 million. Additionally, the
Bank has enhanced its 401(k) Plan and combined it with its recently adopted Employee Stock
Ownership Plan to fund employer contributions. See Note 16, Employee Savings and Stock Ownership
Plan.
As of December 31, 2010, the Banks two qualified defined benefit plans: The Employees Pension and
Retirement Plan of Beneficial Mutual Savings Bank and the Farmers & Mechanics Bank Restated Pension
Plan were merged into one plan under the name of the Beneficial Mutual Savings Bank Consolidated
Pension Plan. The merger of the plans did not impact participant benefits.
57
The following tables present a reconciliation of beginning and ending balances of benefit
obligations and assets at December 31, 2010 and 2009:
Pension | Postretirement | |||||||||||||||
Benefits | Benefits | |||||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Change in Benefit Obligation |
||||||||||||||||
Benefit obligation at beginning of year |
$ | 65,426 | $ | 58,180 | $ | 23,934 | $ | 22,648 | ||||||||
Service cost |
| | 213 | 171 | ||||||||||||
Interest cost |
3,858 | 3,784 | 1,329 | 1,495 | ||||||||||||
Participants contributions |
| | 63 | 84 | ||||||||||||
Actuarial (gain)/loss |
4,906 | 6,327 | 3,654 | 1,440 | ||||||||||||
Benefits paid |
(3,378 | ) | (2,865 | ) | (1,952 | ) | (1,904 | ) | ||||||||
Benefit obligation at end of year |
$ | 70,812 | $ | 65,426 | $ | 27,241 | $ | 23,934 | ||||||||
Change in Assets |
||||||||||||||||
Fair value of assets at beginning of year |
$ | 47,042 | $ | 39,566 | $ | | $ | | ||||||||
Actual return on assets |
6,381 | 8,815 | | | ||||||||||||
Employer contribution |
3,159 | 1,828 | 1,889 | 1,821 | ||||||||||||
Participants contributions |
| | 63 | 83 | ||||||||||||
Expense |
(407 | ) | (302 | ) | | | ||||||||||
Benefits paid |
(3,378 | ) | (2,865 | ) | (1,952 | ) | (1,904 | ) | ||||||||
Fair value of assets at end of year |
$ | 52,797 | $ | 47,042 | $ | | $ | | ||||||||
The following table presents a reconciliation of the funded status of the pension and
postretirement benefits at December 31, 2010 and 2009.
Pension | Postretirement Benefits | |||||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Projected benefit obligation |
$ | 70,812 | $ | 65,426 | $ | 27,241 | $ | 23,934 | ||||||||
Fair value of plan assets |
52,797 | 47,042 | | | ||||||||||||
Accrued pension cost |
$ | 18,015 | $ | 18,384 | $ | 27,241 | $ | 23,934 | ||||||||
The following table presents the amounts recognized in accumulated other comprehensive income
of the pension and postretirement benefits at December 31, 2010 and 2009.
Pension | Postretirement Benefits | |||||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2010 | 2009 | ||||||||||||
Net loss |
$ | 18,702 | $ | 10,998 | $ | 6,092 | $ | 1,617 | ||||||||
Prior service cost |
| | 64 | 137 | ||||||||||||
Transition obligation |
| | 655 | 532 |
The Companys total accumulated pension benefit obligations at December 31, 2010 and December
31, 2009 were $70.8 million and $65.4 million, respectively. The accumulated pension obligation
equals the projected benefit obligation as a result of the freeze in pension benefits effective
June 30, 2008.
58
Significant assumptions used to calculate the net periodic pension cost and obligation as of
December 31, 2010, 2009 and 2008 are as follows:
Pension Benefits | Postretirement Benefits | |||||||||||||||||||||||
2010 | 2009 | 2008 | 2010 | 2009 | 2008 | |||||||||||||||||||
Consolidated Pension Plan |
||||||||||||||||||||||||
Discount rate for benefit obligation |
5.55 | % | ||||||||||||||||||||||
Beneficial Bank Plans |
||||||||||||||||||||||||
Discount rate for periodic pension cost |
6.05 | % | 6.50 | % | 6.50 | % | 6.05 | % | 6.90 | % | 6.50 | % | ||||||||||||
Discount rate for benefit obligation |
6.05 | % | 6.50 | % | 5.55 | % | 6.05 | % | 6.90 | % | ||||||||||||||
Rate of increase in compensation levels
and social security wage base |
5.50 | % | ||||||||||||||||||||||
Expected long-term rate of return on
plan assets |
8.00 | % | 8.00 | % | 8.00 | % | ||||||||||||||||||
FMS Pension Plan |
||||||||||||||||||||||||
Discount rate for periodic pension cost |
6.05 | % | 6.90 | % | 6.50 | % | 6.05 | % | 6.90 | % | 6.50 | % | ||||||||||||
Discount rate for benefit obligation |
6.05 | % | 6.90 | % | 5.55 | % | 6.05 | % | 6.90 | % | ||||||||||||||
Rate of increase in compensation levels
and social security wage base |
5.50 | % | ||||||||||||||||||||||
Expected long-term rate of return on
plan assets |
8.00 | % | 8.00 | % | 8.00 | % |
The components of net pension cost are as follows:
Pension Benefits | Postretirement Benefits | |||||||||||||||||||||||
(Dollars in thousands) | 2010 | 2009 | 2008 | 2010 | 2009 | 2008 | ||||||||||||||||||
Component of Net Periodic Benefit Cost |
||||||||||||||||||||||||
Service cost |
$ | | $ | | $ | 1,194 | $ | 213 | $ | 171 | $ | 173 | ||||||||||||
Interest cost |
3,858 | 3,784 | 4,228 | 1,329 | 1,495 | 1,454 | ||||||||||||||||||
Expected return on assets |
(3,710 | ) | (3,093 | ) | (4,430 | ) | | | | |||||||||||||||
Amortization of transition obligation |
| | | 164 | 164 | 164 | ||||||||||||||||||
Amortization of prior service cost |
| | 14 | 146 | 147 | 146 | ||||||||||||||||||
Pension curtailments |
| | (7,289 | ) | | | | |||||||||||||||||
Recognized net actuarial loss |
860 | 799 | 73 | 49 | 14 | 18 | ||||||||||||||||||
Net periodic pension cost |
$ | 1,008 | $ | 1,490 | $ | (6,210 | ) | $ | 1,901 | $ | 1,991 | $ | 1,955 | |||||||||||
The Companys pension benefits funding policy is to contribute annually an amount, as
determined by consulting actuaries and approved by the Board of Directors, which can be deducted
for federal income tax purposes. In 2010 and 2009, $3.2 million and $1.8 million, respectively,
were contributed to the plans under the Banks funding policy. For 2011, the Bank expects to
contribute $3.4 million to the plans.
For benefit obligation measurement purposes, the annual rate of increase in the per capita cost of
postretirement health care costs was: before age 65 2009, rates decrease from 8.0 percent to 6.0
percent for 2011 and remain level thereafter, and after age 65 2008 rates decrease from 10.0
percent to 6.0 percent for 2013 and remain level thereafter.
The impact of a 1.0% increase and decrease in assumed health care cost trend for each future year
would be as follows:
1.0% | 1.0% | |||||||
(Dollars in thousands) | Increase | Decrease | ||||||
Accumulated postretirement benefit obligation |
$ | 236 | $ | (212 | ) | |||
Service and interest cost |
18 | (16 | ) |
The estimated net loss for the pension benefits that will be amortized from accumulated other
comprehensive income into net periodic pension costs over the next fiscal year is $949 thousand.
The estimated transition, net loss and prior service cost for postretirement benefits that will be
amortized from accumulated other comprehensive income into periodic pension cost over the next
fiscal year are $164 thousand, $267 thousand and $146 thousand, respectively.
59
Future benefit payments for all pension and postretirement plans are estimated to be paid as
follows:
(Dollars in thousands)
Pension Benefits | Postretirement Benefits | |||||||||||
2011 |
$ | 3,289 | 2011 | $ | 1,984 | |||||||
2012 |
3,276 | 2012 | 2,056 | |||||||||
2013 |
3,268 | 2013 | 2,068 | |||||||||
2014 |
3,913 | 2014 | 2,084 | |||||||||
2015 |
3,973 | 2015 | 2,101 | |||||||||
2016-2020 |
$ | 21,426 | 2016-2020 | $ | 10,278 |
The fair vales of Plan assets at December 31, 2010 and 2009 by asset category are as follows:
Category Used for Fair Value Measurement | ||||||||||||||||||||||||||||||||
December 31, 2010 | December 31, 2009 | |||||||||||||||||||||||||||||||
(Dollars in thousands) | Level 1 | Level 2 | Level 3 | Total | Level 1 | Level 2 | Level 3 | Total | ||||||||||||||||||||||||
Assets: |
||||||||||||||||||||||||||||||||
Cash |
$ | | $ | | $ | | $ | | $ | 4,358 | $ | | $ | | $ | 4,358 | ||||||||||||||||
Money market funds |
4,713 | | | 4,713 | 652 | | | 652 | ||||||||||||||||||||||||
Equity securities/mutual funds: |
||||||||||||||||||||||||||||||||
Large cap |
25,506 | | | 25,506 | 11,929 | | | 11,929 | ||||||||||||||||||||||||
Multi and mid cap |
| | | | 10,236 | | | 10,236 | ||||||||||||||||||||||||
Small cap |
11,157 | | | 11,157 | 9,201 | | | 9,201 | ||||||||||||||||||||||||
International |
4,540 | | | 4,540 | 4,026 | | | 4,026 | ||||||||||||||||||||||||
Fixed Income |
6,859 | | 6,859 | |||||||||||||||||||||||||||||
Mortgage-backed securities |
| | | | | 6,611 | | 6,611 | ||||||||||||||||||||||||
Other assets |
22 | | | 22 | 29 | | | 29 | ||||||||||||||||||||||||
Total |
$ | 52,797 | $ | | $ | | $ | 52,797 | $ | 40,431 | $ | 6,611 | $ | | $ | 47,042 | ||||||||||||||||
As of December 31, 2010, plan assets were comprised of investments in money market, equity and
fixed income mutual funds. As of December 31, 2009, plan assets were comprised of various
securities including common stocks, mutual funds, fixed income securities and money market
instruments. Other assets consist of accrued income. Plan assets are managed in accordance with
investment guidelines approved by the Board of Directors. Expected future rates of return are
projected by management based on factors such as asset allocation and actual returns over time.
The Company also maintains contributory savings plans (401(k) plans) covering substantially all of
its employees as described in Note 16 Employee Savings and Stock Ownership Plan. The Company
may make contributions out of current or retained earnings. The Company made cash contributions of
$0.5 million, $0.2 million and $0.3 million in 2010, 2009 and 2008, respectively.
The Company provides life insurance benefits to eligible employees under an endorsement
split-dollar life insurance program. At December 31, 2010 and 2009, $17.3 million and $15.8
million, respectively, in cash surrender value relating to this program were recognized in Other
Assets in the consolidated statements of financial condition. The Company recognizes a liability
for future benefits applicable to endorsement split-dollar life insurance arrangements that provide
death benefits postretirement. These liabilities totaled $12.2 million and $11.2 million at
December 31, 2010 and 2009, respectively, and are included in the postretirement tables above.
16. | EMPLOYEE SAVINGS AND STOCK OWNERSHIP PLAN |
In connection with the initial public offering, the Company implemented an Employee Stock Ownership
Plan (ESOP), which provides retirement benefits for substantially all full-time employees who
were employed at the date of the initial public offering and are at least 21 years of age. Other
salaried employees will be eligible after they have completed 1 year of service and have attained
the age of 21. The Company makes annual contributions to the ESOP equal to the ESOPs debt service
or equal to the debt service less the dividends received by the ESOP on unallocated shares.
Shares purchased by the ESOP were acquired using funds provided by a loan from the Company and
accordingly the cost of those shares is shown as a reduction of stockholders equity. As of July 1,
2008, the ESOP was merged with the Companys 401(k) plans to form the Employee Savings and Stock
Ownership Plan (KSOP). The Company accounts for the KSOP based on guidance from FASB ASC Topic
718 for Compensation Stock Compensation. Shares are released as the loan is repaid.
60
The balance of the loan to the KSOP as of December 31, 2010 was $25.3 million compared to $28.2
million at December 31, 2009. All full time employees and certain part time employees are eligible
to participate in the KSOP if they meet service criteria. Shares will be allocated and released
based on the Companys 401(k) Plan Document. While the KSOP is one plan, the two separate
components of the 401(k) Plan and ESOP remain. Under the KSOP the Company makes basic contributions
and matching contributions. The Company makes additional contributions for certain employees based
on age and years of service. The Company may also make discretionary contributions under the KSOP.
Each participants account is credited with shares of the Companys stock or cash based on
compensation earned during the year in which the contribution was made.
If the Company declares a dividend, the dividends on the allocated shares would be recorded as
dividends and charged to retained earnings. Dividends declared on common stock held by the ESOP
which has not been allocated to the account of a participant can be used to repay the loan.
Allocation of shares to the participants is contingent upon the repayment of a loan to the Company.
The allocated shares in the KSOP were 966,101 and 675,922 as of December 31, 2010 and December 31,
2009, respectively. The suspense shares available were 2,258,671 as of December 31, 2010 and
2,548,850 as of December 31, 2009. The suspense shares are the shares that are unearned and are
available to be allocated. The market value of the unearned shares was $20 million as of December
31, 2010 and $25 million as of December 31, 2009. The Company recorded an expense of approximately
$2.8 million for the year ended December 31, 2010 and an expense of approximately $3.4 million year
ended December 31, 2009.
17. | STOCK BASED COMPENSATION |
Stock-based compensation is accounted for in accordance with FASB ASC 718 Compensation-Stock
Compensation. The Company establishes fair value for its equity awards to determine their cost.
The Company recognizes the related expense for employees over the appropriate vesting period, or
when applicable, service period, using the straight-line method. However, consistent with the
guidance, the amount of stock-based compensation recognized at any date must at least equal the
portion of the grant date value of the award that is vested at that date. As a result, it may be
necessary to recognize the expense using a ratable method.
The Companys
2008 Equity Incentive Plan (EIP) authorizes the issuance of shares of common stock
pursuant to awards that may be granted in the form of stock options to purchase common stock
(options) and awards of shares of common stock (stock awards). The
purpose of the Companys
stock-based incentive plans is to attract and retain personnel for positions of substantial
responsibility and to provide additional incentive to certain officers, directors and employees. In
order to fund grants of stock awards under the EIP, the Equity Incentive Plan Trust
(the Trust)
purchased 1,612,386 shares of Company common stock in the open market for approximately $19.0
million during the year ended December 31, 2008. The Company made sufficient contributions
to the
Trust to fund the stock purchases. The acquisition of these shares by the Trust reduced the
Companys outstanding additional paid in capital. The EIP shares will generally vest over five
years. As of December 31, 2010, 130,000 shares were fully vested and 84,000 shares were
forfeited.
All grants that were issued contain a service condition in order for the shares to vest. Awards of
common stock include awards to certain officers of the Company that
will vest only if a return on average assets of 1% or within the top 25% of the
SNL index of nationwide thrifts with total assets between $1.0
billion and $10.0 billion nationwide is attained. These awards will vest over 5 years beginning with March 31 after the year in
which the
performance metrics are attained.
Compensation expense related to the stock awards is recognized ratably over the five-year vesting
period in an amount which totals the market price of the Companys stock at the grant date. The
expense recognized for the year ended December 31, 2010 was $1.8 million, compared to $1.9 million
for the year ended December 31, 2009.
61
The following table summarizes the non-vested stock award activity for the year ended December 31,
2010:
Weighted | ||||||||
Summary of Non-vested Stock Award Activity | Number of | Average | ||||||
(Dollars in thousands) | Shares | Grant Price | ||||||
Non-vested Stock Awards outstanding, January 1, 2010 |
836,500 | $ | 11.28 | |||||
Issued |
153,000 | 9.70 | ||||||
Vested |
(68,000 | ) | 11.55 | |||||
Forfeited |
(84,000 | ) | 10.96 | |||||
Non-vested Stock Awards outstanding, December 31, 2010 |
837,500 | $ | 11.00 | |||||
The following table summarizes the non-vested stock award activity for December 31, 2009:
Weighted | ||||||||
Summary of Non-vested Stock Award Activity | Number of | Average | ||||||
(Dollars in thousands) | Shares | Grant Price | ||||||
Non-vested Stock Awards outstanding, January 1, 2009 |
761,000 | $ | 11.86 | |||||
Issued |
137,500 | 8.35 | ||||||
Vested |
(62,000 | ) | 11.86 | |||||
Non-vested Stock Awards outstanding, December 31, 2009 |
836,500 | $ | 11.28 | |||||
The fair value of the 68,000 shares vested during the year ended December 31, 2010 was $676
thousand. The value of the 62,000 shares vested in 2009 was $500 thousand.
The EIP authorizes the grant of options to officers, employees, and directors of the company to
acquire shares of common stock with an exercise price equal to the fair value of the common stock
at the grant date. Options expire ten years after the date of grant, unless terminated earlier
under the option terms. Options are granted at the then fair market value of the Companys stock.
The options were valued using the Black-Scholes option pricing model. During the year ended
December 31, 2010, the Company granted 279,100 options compared to 230,250 during the year ended
December 31, 2009. All options issued contain service conditions based on the participants
continued service. The options generally vest and are exercisable over five years. Compensation
expense for the options totaled $1.3 million for the years ended December 31, 2010 and 2009.
A summary of option activity as of December 31, 2010 and changes during the twelve month period is
presented below:
Weighted Average | ||||||||
Number of Options | Price per Shares | |||||||
January 1, 2010 |
1,922,250 | $ | 11.44 | |||||
Granted |
279,100 | 9.70 | ||||||
Exercised |
(3,000 | ) | 8.35 | |||||
Forfeited |
(153,800 | ) | 11.25 | |||||
Expired |
(42,600 | ) | 11.73 | |||||
December 31, 2010 |
2,001,950 | $ | 11.21 | |||||
The weighted average remaining contractual term was approximately 7.87 years for options
outstanding as of December 31, 2010. Exercisable options totaled 657,550 and 348,000 at December
31, 2010 and 2009, respectively.
62
Significant weighted average assumptions used to calculate the fair value of the options for the
year ended December 31, 2010 and December 31, 2009 are as follows.
For the Year Ended | ||||||||
December 31, | ||||||||
2010 | 2009 | |||||||
Weighted average fair value of options granted |
$ | 3.56 | $ | 2.95 | ||||
Weighted average risk-free rate of return |
2.98 | % | 2.39 | % | ||||
Weighted average expected option life in months |
78 | 78 | ||||||
Weighted average expected volatility |
29.86 | % | 29.80 | % | ||||
Expected dividends |
| |
The risk-free rate of return is based on the U.S. Treasury yield curve in effect at the time of
grant.
The expected volatility was determined using historical volatilities based on historical stock
prices. The Company used the simplified method for determining the expected life for options as
allowed under accounting guidance on Stock Compensation.
As of December 31, 2010, there was $3.9 million of total unrecognized compensation cost related to
options and $6.4 million in unrecognized compensation cost related to non-vested stock awards,
granted under the EIP. As of December 31, 2009, there was $4.7 million in unrecognized
compensation cost related to options and $7.7 million in unrecognized compensation cost related to
non-vested stock awards, granted under the EIP. The average weighted lives for the option expense
were 2.98 and 3.67 years for year ended December 31, 2010 and December 31, 2009, respectively. The
average weighted lives for the stock award expense was 3.09 years and 3.82 years as of December 31,
2010 and December 31, 2009, respectively.
18. | COMMITMENTS AND CONTINGENCIES |
The Company leases a number of offices in its regular operations. Rental expense under such leases
aggregated $5.2 million, $4.8 million and $4.7 million for the years ended December 31, 2010, 2009
and 2008, respectively. At December 31, 2010, the Company was committed under non-cancelable
operating lease agreements for minimum rental payments to lessors as follows (dollars in
thousands):
(Dollars in thousands) | ||||
2011 |
$ | 5,290 | ||
2012 |
5,172 | |||
2013 |
4,911 | |||
2014 |
3,016 | |||
2015 |
2,469 | |||
Thereafter |
16,019 | |||
$ | 36,877 | |||
In the normal course of business, there are various outstanding commitments and contingent
liabilities, such as commitments to extend credit, which are not reflected in the consolidated
financial statements. The Company has established specific reserves related to these commitments
and contingencies that are not material to the Company.
At December 31, 2010 and 2009, the Company had outstanding commitments to purchase or make loans
aggregating approximately $107.2 million and $72.7 million, respectively, and commitments to
customers on available lines of credit of $176.8 million and $170.9 million, respectively, at
competitive rates. Commitments are issued in accordance with the same policies and underwriting
procedures as settled loans. We have a reserve for our commitments and contingencies of $0.4
million and $0.3 at year end December 31, 2010 and 2009, respectively.
Periodically, there have been various claims and lawsuits against us, such as claims to enforce
liens, condemnation proceedings on properties in which we hold security interests, claims involving
the making and servicing of real property loans and other issues incident to our business. We are
not a party to any pending legal proceedings that we believe would have a material adverse effect
on our financial condition, results of operations or cash flows.
63
19. | FAIR VALUE OF FINANCIAL INSTRUMENTS |
Effective January 1, 2008, the Company adopted authoritative guidance under FASB ASC Topic 820 for
Fair Value Measurements and Disclosures which defines fair value, establishes a framework for
measuring fair value, and expands disclosures about fair value measurements. The authoritative
guidance does not require any new fair value measurements. The definition of fair value retains the
exchange price notion in earlier definitions of fair value. The guidance clarifies that the
exchange price is the price in an orderly transaction between market participants to sell the asset
or transfer the liability in the market in which the reporting entity would transact for the asset
or liability. The definition focuses on the price that would be received to sell the asset or paid
to transfer the liability (an exit price), not the price that would be paid to acquire the asset or
received to assume the liability (an entry price). The guidance emphasizes that fair value is a
market-based measurement, not an entity-specific measurement. Amended guidance incorporated into
FASB ASC Topic 820 for Fair Value Measurements and Disclosures delayed the effective date of the
guidance for non-financial assets and non-financial liabilities, except for items that are
recognized or disclosed at fair value in an entitys financial statements on a recurring basis (at
least annually), to fiscal years beginning after November 15, 2008.
Fair value is based on quoted market prices, when available. If listed prices or quotes are not
available, fair value is based on fair value models that use market participant or independently
sourced market data which include: discount rate, interest rate yield curves, credit risk, default
rates and expected cash flow assumptions. In addition, valuation adjustments may be made in the
determination of fair value. These fair value adjustments may include amounts to reflect counter
party credit quality, creditworthiness, liquidity and other unobservable inputs that are applied
consistently over time. These adjustments are estimated and, therefore, subject to significant
management judgment, and at times, may be necessary to mitigate the possibility of error or
revision in the model-based estimate of the fair value provided by the model. The methods
described above may produce fair value calculations that may not be indicative of the net
realizable value. While the Company believes its valuation methods are consistent with other
financial institutions, the use of different methods or assumptions to determine fair values could
result in different estimates of fair value. FASB ASC Topic 820 for Fair Value Measurements and
Disclosures describes three levels of inputs that may be used to measure fair value:
Level 1 | Quoted prices in active markets for identical assets or
liabilities. Level 1 assets and liabilities include debt,
equity securities and derivative contracts that are traded in
an active exchange market as well as certain U.S. Treasury
securities that are highly liquid and actively traded in
over-the-counter markets. |
|||
Level 2 | Observable inputs other than Level 1 prices, such as quoted
prices for similar assets or liabilities; quoted prices in
markets that are not active; or other inputs that are
observable or can be corroborated by observable market data
for substantially the full term of the assets or liabilities.
Level 2 assets and liabilities include debt securities with
quoted market prices that are traded less frequently than
exchange traded assets and liabilities. The values of these
items are determined using pricing models with inputs
observable in the market or can be corroborated from
observable market data. This category generally includes U.S.
Government and agency mortgage-backed debt securities,
corporate debt securities and derivative contracts. |
|||
Level 3 | Unobservable inputs that are supported by little or no market
activity and that are significant to the fair value of the
assets or liabilities. Level 3 assets and liabilities include
financial instruments whose value is determined using pricing
models, discounted cash flow methodologies, or similar
techniques, as well as instruments for which the determination
of fair value requires significant management judgment or
estimation. |
Those assets which will continue to be measured at fair value on a recurring basis are as
follows at December 31, 2010:
Category Used for Fair Value Measurement | ||||||||||||||||
(Dollars in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets: |
||||||||||||||||
Trading securities |
$ | | $ | 6,316 | $ | | $ | 6,316 | ||||||||
Investment securities available for sale: |
||||||||||||||||
U.S. Government Sponsored Enterprise
(GSE) and agency notes |
| 827,895 | | 827,895 | ||||||||||||
GNMA guaranteed mortgage certificates |
| 8,989 | | 8,989 | ||||||||||||
Collateralized mortgage obligations: |
||||||||||||||||
Government (GNMA) guaranteed CMOs |
| 7,979 | | 7,979 | ||||||||||||
Agency CMOs |
| 26,944 | | 26,944 | ||||||||||||
Non-Agency CMOs |
| 56,537 | | 56,537 | ||||||||||||
Other mortgage-backed securities |
| 485,457 | | 485,457 | ||||||||||||
Municipal bonds: |
||||||||||||||||
General obligation municipal bonds |
| 80,265 | | 80,265 | ||||||||||||
Revenue municipal bonds |
| 18,867 | | 18,867 | ||||||||||||
Pooled trust preferred securities |
| | 14,522 | 14,522 | ||||||||||||
Equity securities |
3,235 | | | 3,235 | ||||||||||||
Money market funds |
8,963 | | | 8,963 | ||||||||||||
Mutual funds |
2,025 | | | 2,025 | ||||||||||||
Certificates of deposits |
313 | | | 313 | ||||||||||||
Total |
$ | 14,536 | $ | 1,519,249 | $ | 14,522 | $ | 1,548,307 | ||||||||
64
Those assets which will continue to be measured at fair value on a recurring basis are as
follows at December 31, 2009:
Category Used for Fair Value Measurement | ||||||||||||||||
(Dollars in thousands) | Level 1 | Level 2 | Level 3 | Total | ||||||||||||
Assets: |
||||||||||||||||
Trading securities |
$ | | $ | 39,739 | $ | | $ | 39,739 | ||||||||
Investment securities available for sale: |
||||||||||||||||
U.S. Government Sponsored Enterprise
(GSE) and agency notes |
| 208,334 | | 208,334 | ||||||||||||
GNMA guaranteed mortgage certificates |
| 10,394 | | 10,394 | ||||||||||||
Collateralized mortgage obligations |
| 140,308 | | 140,308 | ||||||||||||
Other mortgage-backed securities |
| 706,245 | | 706,245 | ||||||||||||
Municipal bonds |
| 189,957 | | 189,957 | ||||||||||||
Pooled trust preferred securities |
| | 18,797 | 18,797 | ||||||||||||
Equity securities |
6,062 | | | 6,062 | ||||||||||||
Money market funds |
5,085 | | | 5,085 | ||||||||||||
Mutual funds |
| 1,627 | | 1,627 | ||||||||||||
Certificates of deposits |
297 | | | 297 | ||||||||||||
Total |
$ | 11,444 | $ | 1,296,604 | $ | 18,797 | $ | 1,326,845 | ||||||||
Level 1 Valuation Techniques and Inputs
Included in this category are equity securities, money market funds, mutual funds and certificates
of deposit. To estimate the fair value of these securities, the Company utilizes observable
quotations for the indicated security.
Level 2 Valuation Techniques and Inputs
The majority of the Companys investment securities are reported at fair value utilizing Level 2
inputs. Prices of these securities are obtained through independent, third-party pricing services.
Prices obtained through these sources include market derived quotations and matrix pricing and may
include both observable and unobservable inputs. Fair market values take into consideration data
such as dealer quotes, new issue pricing, trade prices for similar issues, prepayment estimates,
cash flows, market credit spreads and other factors. The Company reviews the output from the
third-party providers for reasonableness by the pricing consistency among securities with similar
characteristics, where available, and comparing values with other pricing sources available to the
Company. In general, the Level 2 valuation process uses the following significant inputs in
determining the fair value of our different classes of investments:
GSE and Agency Notes. To estimate the fair value of these securities, the Company utilizes an
industry standard pricing service. For pricing evaluations, an Option Adjusted Spread (OAS) model
is incorporated to adjust spreads of issues that have early redemption features.
GNMA Guaranteed Mortgage Certificates. To estimate the fair value of the securities, the
Company utilizes an industry standard pricing service. Pricing evaluations are based on issuer
type, coupon, maturity, and original weighted average maturity. The pricing services seasoned
evaluation model runs a daily cash flow incorporating projected prepayment speeds to generate an
average file for each pool. The appropriate spread is applied to the point on the Treasury curve
that is equal to the average life of any given pool. This is the yield by which the cash flows are
discounted. Additionally, for adjustable rate mortgages, the model takes into account indices,
margin, periodic and life caps, reset dates of the coupon and the convertibility of the bond.
GNMA Collateralized Mortgage Obligations. To estimate the fair value of the securities, the
Company utilizes an industry standard pricing service. For pricing evaluations, the pricing
service obtains and applies available trade information, dealer quotes, market color, spreads,
bids, offers, prepayment information, U.S. Treasury curves, swap curves and to be announced forward
contract on MBSs values (TBA).
Agency CMOs. To estimate the fair value of the securities, the Company utilizes an industry
standard pricing service. For pricing evaluations, the pricing service, in general, obtains and
applies available trade information, dealer quotes, market color, spreads, bids, offers, prepayment
information, U.S. Treasury curves, swap curves and TBA values. For CMOs, depending upon the
characteristics of a given tranche, a volatility-driven, multi-dimensional single cash flow stream
model or option-adjusted spread (OAS) model is used.
Non-Agency (whole loan) CMOs. Included in this category are pass-through certificates, 15-year
sequential and senior support pass-through certificates. To estimate the fair value of the
securities, the Company utilizes a brokers approach to pricing which is cognizant of the current
whole loan CMO market environment.
65
Other Residential Mortgage-backed Securities. Included in this category are Fannie Mae and Freddie
Mac fixed rate residential mortgage backed securities and Fannie Mae and Freddie Mac Adjustable
Rate residential mortgage backed securities. To estimate the fair value of the securities, the
Company utilizes an industry standard pricing service. Pricing
evaluations are based on issuer type, coupon, maturity, and original weighted average maturity.
The pricing services seasoned evaluation model runs a daily cash flow incorporating projected
prepayment speeds to generate an average life for each pool. The appropriate spread is applied to
the point on the Treasury curve that is equal to the average life of any given pool. This is the
yield by which the cash flows are discounted. Additionally, for adjustable rate mortgages, the
model takes into account indices, margin, periodic and life caps, reset dates of the coupon and the
convertibility of the bond.
General Obligation Municipal Bonds. Included in this category are securities issued by
Pennsylvania municipalities and/or school districts rated A or better by Moodys and/or S&P. To
estimate the fair value of these securities, the Company utilizes an industry standard pricing
service. For pricing, the pricing services evaluators build internal yield curves, which are
adjusted throughout the day based on trades and other pertinent market information. Evaluators
apply this information to bond sectors, and individual bond evaluations are then extrapolated.
Within a given sector, evaluators have the ability to make daily spread adjustments for various
attributes that include, but are not limited to, discounts, premiums, credit, alternative minimum
tax (AMT), use of proceeds, and callability.
Revenue Municipal Bonds. These securities are issued by the Pennsylvania Housing Finance Agency
and rated Aa2 by Moodys. To estimate the fair value of the securities, the Company utilizes an
industry standard pricing service. For pricing, the pricing services evaluators build internal
yield curves, which are adjusted throughout the day based on trades and other pertinent market
information. Evaluators apply this information to bond sectors, and individual bond evaluations
are then extrapolated. Within a given sector, evaluators have the ability to make daily spread
adjustments for various attributes that include, but are not limited to, discounts, premiums,
credit, alternative minimum tax (AMT), use of proceeds, and callability.
Level 3 Valuation Techniques and Inputs
The Banks Level 3 assets are comprised of pooled trust preferred securities whose underlying
collateral consists of financial services debt. These investments are thinly traded and the Company
determines the estimated fair values for these securities by using observable transactions of
similar rated single trust preferred issues to obtain an average discount margin which was applied
to a cash flow analysis model in determining the fair value of our pooled trust preferred
securities. The fair market value estimates we assign to these securities assume liquidation in an
orderly fashion and not under distressed circumstances. Due to the continued illiquidity and credit
risk of certain securities, the market value of these securities is highly sensitive to assumption
changes and market volatility.
At the end of each quarter, the Company assesses the valuation hierarchy for each asset or
liability measured. From time to time, assets or liabilities will be transferred within hierarchy
levels as a result of changes in valuation methodologies used. Collateralized debt obligations are
valued as a level 3 because they have become less liquid and pricing has become less observable
along with a currently inactive market. The methodology for establishing valuations for these
securities considered the pricing of similar securities issued during the period, and adjusted this
pricing for credit quality, diversification of underlying collateral and recent cash flows on the
Companys holdings.
In addition, the authoritative guidance requires the Company to disclose the fair value for
financial assets on both a recurring and non-recurring basis. The Company measures loans held for
sale, impaired loans, SBA servicing assets, restricted equity investments and loans transferred to
other real estate owned at fair value on a non-recurring basis. However, from time to time, a loan
is considered impaired and an allowance for loan losses is established. Loans for which it is
probable that payment of interest and principal will not be made in accordance with the contractual
terms of the loan agreement are considered impaired. Once a loan is identified as individually
impaired, management measures the extent of the impairment in accordance with guidance under FASB
ASC Topic 310 for Receivables. The fair value of impaired loans is estimated using one of several
methods, including collateral value, market value of similar debt, enterprise value, liquidation
value or discounted cash flows. Those impaired loans not requiring an allowance represent loans
for which the fair value of the expected repayments or collateral exceed the recorded investments
in such loans. At December 31, 2010, substantially all of the total impaired loans were evaluated
based on the fair value of the collateral. In accordance with authoritative guidance, impaired
loans for which an allowance is established based on the fair value of collateral require
classification in the fair value hierarchy. When the fair value of the collateral is based on an
observable market price or a current appraised value, the Company records the impaired loan as a
non-recurring Level 3 valuation.
66
The table below presents all assets measured at fair value on a recurring basis using significant
unobservable inputs (Level 3) for the years ended December 31, 2010 and 2009.
Level 3 Investments Only | Year Ended | |||
(Dollars in thousands) | December 31, 2010 | |||
Available-for-Sale Securities | ||||
Balance, January 1, 2010 |
$ | 18,797 | ||
Total gains or losses realized/(unrealized): |
||||
Included in earnings |
| |||
Included in other comprehensive income |
115 | |||
Settlements |
(4,390 | ) | ||
Transfers in and/or out of Level 3 |
| |||
Balance, December 31, 2010 |
$ | 14,522 | ||
Level 3 Investments Only | Year Ended | |||
(Dollars in thousands) | December 31, 2009 | |||
Available-for-Sale Securities | ||||
Balance, January 1, 2009 |
$ | 19,329 | ||
Total gains or losses realized/(unrealized): |
||||
Included in earnings |
| |||
Included in other comprehensive income |
3,343 | |||
Purchases, issuances and settlements |
(3,875 | ) | ||
Transfers in and/or out of Level 3 |
| |||
Balance, December 31, 2009 |
$ | 18,797 | ||
Assets measured at fair value on a nonrecurring basis are as follows:
Balance | ||||||||||||||||||||
Transferred | ||||||||||||||||||||
YTD | ||||||||||||||||||||
12/31/10 | Level 1 | Level 2 | Level 3 | Gain/(Losses) | ||||||||||||||||
Impaired loans |
$ | 83,537 | $ | 83,537 | $ | (67,264 | ) | |||||||||||||
Other real estate owned |
10,407 | $ | 10,407 | (5,393 | ) | |||||||||||||||
Long lived
assets held for sale |
3,305 | 3,305 | (1,562 | ) |
Balance | ||||||||||||||||||||
Transferred | ||||||||||||||||||||
YTD | ||||||||||||||||||||
12/31/09 | Level 1 | Level 2 | Level 3 | |||||||||||||||||
Impaired loans |
$ | 71,887 | $ | 71,887 |
The estimated fair values of the Companys financial instruments have been determined by the
Company using available market information and appropriate valuation methodologies. However,
considerable judgment is required to interpret market data to develop the estimates of fair value.
Accordingly, the estimates presented herein are not necessarily indicative of the amounts the
Company could realize in a current market exchange. The use of different market assumptions and/or
estimation methodologies may have a material effect on the estimated fair value amounts.
67
The following table sets forth the carrying and estimated fair value of the Companys financial
assets and liabilities for the periods indicated:
2010 | 2009 | |||||||||||||||
Estimated | Estimated | |||||||||||||||
Carrying | Fair | Carrying | Fair | |||||||||||||
(Dollars in thousands) | Amount | Value | Amount | Value | ||||||||||||
Assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 90,299 | $ | 90,299 | $ | 179,701 | $ | 179,701 | ||||||||
Trading securities |
6,316 | 6,316 | 31,825 | 31,825 | ||||||||||||
Investment securities |
1,651,844 | 1,653,883 | 1,363,183 | 1,365,026 | ||||||||||||
Loans net |
2,751,036 | 2,773,373 | 2,744,264 | 2,663,740 | ||||||||||||
Liabilities: |
||||||||||||||||
Checking deposits |
1,787,006 | 1,787,006 | 1,363,516 | 1,363,516 | ||||||||||||
Money market and savings accounts |
1,307,170 | 1,307,170 | 1,199,679 | 1,199,679 | ||||||||||||
Time deposits |
848,128 | 855,045 | 946,052 | 954,835 | ||||||||||||
Borrowed funds |
273,317 | 274,930 | 433,620 | 438,769 |
Cash and Cash Equivalents For cash and cash equivalents, the carrying amount is a reasonable
estimate of fair value.
Investments The fair value of investment securities is based on quoted market prices, dealer
quotes, and prices obtained from independent pricing services. The methodology for establishing
valuations for pooled trust preferred securities considered and pricing of similar single trust
preferred securities issued during the period and applied an average discount margin to the cash
flow analysis model. The fair value of Federal Home Loan Bank stock is not determinable since
there is no active market for the stock.
Loans Receivable The fair value of loans is estimated by discounting the future cash flows using
the current rate at which similar loans would be made to borrowers with similar credit and for the
same remaining maturities. Additionally, to be consistent with the requirements under FASB ASC
Topic 820 for Fair Value Measurements and Disclosures, the loans were valued at a price that
represents the Companys exit price or the price at which these instruments would be sold or
transferred.
Checking and Money Market Deposits, Savings Accounts, and Time Deposits the fair value of
checking and money market deposits and savings accounts is the amount reported in the consolidated
financial statements. The carrying amount of checking, savings and money market is the amount that
is payable on demand at the reporting date. The fair value of time deposits is generally based on
a present value estimate using rates currently offered for deposits of similar remaining maturity.
Borrowed Funds The fair value of borrowed funds is based on a present value estimate using rates
currently offered. Under FASB ACS Topic 820 for Fair Value Measurements and Disclosures, the
subordinated debenture was valued based on managements estimate of similar trust preferred
securities activity in the market.
Commitments to Extend Credit and Letters of Credit The majority of the Companys commitments to
extend credit and letters of credit carry current market interest rates if converted to loans.
Because commitments to extend credit and letters of credit are generally unassignable by either the
Company or the borrower, they only have value to the Company and the borrower. The estimated fair
value approximates the recorded deferred fee amounts, which are not significant.
The fair value estimates presented herein are based on pertinent information available to
management as of December 31, 2010 and 2009. Although management is not aware of any factors that
would significantly affect the estimated fair value amounts, such amounts have not been
comprehensively revalued for purposes of these consolidated financial statements since December 31,
2010 and 2009, and therefore, current estimates of fair value may differ significantly from the
amounts presented herein.
68
20. | VARIABLE INTEREST ENTITIES |
The Company was involved with various entities in the normal course of business that may be deemed
to be Variable Interest Entities (VIE). Prior to 2010, the Company consolidated two VIEs, for
which the Company was determined to be the primary beneficiary based on its majority share of the
tax credits and operating losses.
As per the guidance in FASB ASC 810 Consolidations (SFAS No. 167 Amendments to FASB Interpretation
Number (FIN) 46(R) which addresses certain provisions of FIN 46 (R) Consolidation of Variable
Interest Entities), the Company deconsolidated two variable interest entities in 2010 that had
been previously consolidated.
At December 31, 2009 the aggregate assets and liabilities of the VIEs that the Company
consolidated in the financial statements are as follows:
Consolidated VIEs-Primary Beneficiary
Aggregate | Aggregate | |||||||
(Dollars in thousands) | Assets | Liabilities | ||||||
December 31, 2009 |
||||||||
Affordable housing projects |
$ | 14,793 | $ | 4,968 |
The Company makes certain equity investments in various limited partnerships that sponsor
affordable housing projects utilizing the Low Income Housing Tax Credit pursuant to Section 42 of
the Internal Revenue Code. The purpose of these investments is to achieve a satisfactory return on
capital, to facilitate affordable housing project offerings and to assist the Company in achieving
goals associated with the Community Reinvestment Act. The primary activities of the limited
partnerships include the identification, development and operation of housing that is leased to
qualifying residential tenants. Generally, these types of investments are funded through a
combination of debt and equity.
The Company holds interests in various VIEs. The Companys total investment in these VIEs was $20.4
million in 2010, which includes previously consolidated VIEs as described above, and $4.3 million
as of 2009. Total investment in VIEs is accounted for under the equity or cost methods of
accounting as applicable to the individual investments. These investments were included in Other
Assets in the consolidated statements of financial condition. For these VIEs, the Company is a
limited partner with no additional recourse than the Companys committed investment amount.
21. | RELATED PARTY TRANSACTIONS |
At December 31, 2010 and 2009, certain directors, executive officers, principal holders of the
Companys common stock, associates of such persons, and affiliated companies of such persons were
indebted, including undrawn commitments to lend, to the Bank in the aggregate amount of $0.5
million and $0.3 million, respectively.
Commitments to lend to related parties as of December 31, 2010 and 2009 were comprised of $0.01 and
$0.01 million, respectively, to directors and none to executive officers. The commitments are in
the form of loans and guarantees for various business and personal interests. This indebtedness
was incurred in the ordinary course of business on substantially the same terms, including interest
rate and collateral, as those prevailing at the time of comparable transactions with unrelated
parties. This indebtedness does not involve more than the normal risk of repayment or present
other unfavorable features.
None of the Companys affiliates, officers, directors or employees has an interest in or receives
remuneration from any special purpose entities or qualified special purpose entities which the
Company transacts business.
The Company maintains a written policy and procedures covering related party transactions. These
procedures cover transactions such as employee-stock purchase loans, personal lines of credit,
residential secured loans, overdrafts, letter of credit and increases in indebtedness. Such
transactions are subject to the Banks normal underwriting and approval procedures. Prior to the
loan closing, the Banks Senior Loan Committee must approve and determine whether the transaction
requires approval from or a post notification be sent to the Companys Board of Directors.
69
22. | PARENT COMPANY FINANCIAL INFORMATION |
Beneficial Mutual Bancorp, Inc.
CONDENSED STATEMENTS OF FINANCIAL CONDITION PARENT COMPANY ONLY
CONDENSED STATEMENTS OF FINANCIAL CONDITION PARENT COMPANY ONLY
December 31, | ||||||||
(Dollars in thousands) | 2010 | 2009 | ||||||
ASSETS |
||||||||
Cash on deposit at the Bank |
$ | 1,962 | $ | 675 | ||||
Interest-bearing deposit at the Bank |
29,148 | 34,586 | ||||||
Investment in the Bank |
579,184 | 596,739 | ||||||
Investment in Statutory Trust |
774 | 774 | ||||||
Investment securities available-for-sale |
3,361 | 6,457 | ||||||
Loan Receivable from the Bank (interest earning) |
15,500 | 15,500 | ||||||
Receivable from the Bank |
6,242 | 3,703 | ||||||
Accrued Interest from the Bank |
14 | 13 | ||||||
Deferred Income Taxes |
1,097 | 947 | ||||||
Other assets |
3,681 | 2,929 | ||||||
TOTAL ASSETS |
$ | 640,963 | $ | 662,323 | ||||
LIABILITIES AND SHAREHOLDERS EQUITY |
||||||||
LIABILITIES: |
||||||||
Accrued and other liabilities |
76 | | ||||||
Accrued Interest Payable |
23 | 22 | ||||||
Statutory Trust Debenture |
25,317 | 25,300 | ||||||
Total liabilities |
25,416 | 25,322 | ||||||
COMMIITMENTS AND CONTINGENCIES |
||||||||
STOCKHOLDERS EQUITY |
||||||||
Preferred Stock $.01 par value; 100,000,000 shares authorized,
none issued or outstanding as of December 31, 2010 and 2009 |
| | ||||||
Common Stock $.01 par value 300,000,000 shares authorized, 82,267,457 and
82,264,457
issues and 80,717,553 and 81,853,553 shares outstanding as of December 31, 2010,
and 2009, respectively |
823 | 823 | ||||||
Additional paid-in capital |
348,415 | 345,356 | ||||||
Unearned common stock held by employee stock ownership plan |
(22,587 | ) | (25,489 | ) | ||||
Retained earnings |
304,232 | 313,195 | ||||||
Accumulated other comprehensive loss |
(1,882 | ) | 6,712 | |||||
Treasury stock, at cost, 1,549,904 shares and 410,904 shares at
December 31, 2010 and 2009, respectively |
(13,454 | ) | (3,596 | ) | ||||
Total stockholders equity |
615,547 | 637,001 | ||||||
TOTAL LIABILITIES AND STOCKHOLDERS EQUITY |
$ | 640,963 | $ | 662,323 | ||||
70
Beneficial Mutual Bancorp, Inc.
CONDENSED STATEMENTS OF OPERATIONS- PARENT COMPANY ONLY
(Dollars in thousands)
CONDENSED STATEMENTS OF OPERATIONS- PARENT COMPANY ONLY
(Dollars in thousands)
December 31, | ||||||||||||
2010 | 2009 | 2008 | ||||||||||
INCOME |
||||||||||||
Interest on interest-bearing deposits with the Bank |
$ | 489 | $ | 406 | $ | 797 | ||||||
Interest from non-affiliated banks |
| | 4 | |||||||||
Interest and dividends on investment securities |
103 | 175 | 282 | |||||||||
Interest on loan to the Bank |
301 | 402 | 758 | |||||||||
Realized gain (loss) on securities available-for-sale |
806 | 116 | (2,265 | ) | ||||||||
Other income (loss) |
15 | (114 | ) | (337 | ) | |||||||
Total income (loss) |
1,714 | 985 | (761 | ) | ||||||||
EXPENSES |
||||||||||||
Expenses paid to the Bank |
150 | 150 | 150 | |||||||||
Interest expense |
519 | 686 | 1,274 | |||||||||
Charitable contributions |
| 55 | 70 | |||||||||
Other expenses |
620 | 733 | 535 | |||||||||
Total expenses |
1,289 | 1,624 | 2,029 | |||||||||
Income (loss) before income tax (benefit)expense
and equity in undistributed net income of affiliates |
425 | (639 | ) | (2,790 | ) | |||||||
Income tax benefit (expense) |
(149 | ) | (989 | ) | 525 | |||||||
Equity in undistributed net income of the Bank |
(9,239 | ) | 18,717 | 18,811 | ||||||||
Net (loss) income |
$ | (8,963 | ) | $ | 17,089 | $ | 16,546 | |||||
71
Beneficial Mutual Bancorp, Inc.
CONDENSED STATEMENTS OF CASH FLOW- PARENT COMPANY ONLY
(Dollars in thousands)
CONDENSED STATEMENTS OF CASH FLOW- PARENT COMPANY ONLY
(Dollars in thousands)
2010 | 2009 | 2008 | ||||||||||
OPERATING ACTIVITIES: |
||||||||||||
Net income (loss) |
$ | (8,963 | ) | $ | 17,089 | $ | 16,546 | |||||
Adjustments to reconcile net income/(loss) to
net cash provided by operating activities: |
||||||||||||
Equity in undistributed net earnings of subsidiaries |
9,239 | (18,717 | ) | (18,811 | ) | |||||||
Investment securities gain |
(894 | ) | (1,702 | ) | (394 | ) | ||||||
Impairment on equity securities |
88 | 1,587 | 2,658 | |||||||||
Accrued interest receivable |
(1 | ) | 212 | (77 | ) | |||||||
Accrued interest payable |
1 | (22 | ) | (27 | ) | |||||||
Net intercompany transactions |
3,434 | 3,236 | 2,104 | |||||||||
Amortization of debt premium on debenture |
17 | 18 | 18 | |||||||||
Deferred income taxes |
(13 | ) | 1,467 | 703 | ||||||||
Changes in assets and liabilities that provided (used) cash: |
||||||||||||
Other liabilities |
76 | (31 | ) | (1,266 | ) | |||||||
Other assets |
(752 | ) | 554 | 886 | ||||||||
Net cash provided by operating activities |
2,232 | 3,691 | 2,340 | |||||||||
INVESTING ACTIVITIES: |
||||||||||||
Purchases of investment securities available-for-sale |
(1,862 | ) | (3,028 | ) | (5,997 | ) | ||||||
Proceeds from sales and maturities of investment securities available-for-sale |
5,069 | 5,354 | 4,286 | |||||||||
Net change in money market securities |
268 | 726 | 1,000 | |||||||||
Net cash provided by investing activities |
3,475 | 3,052 | (711 | ) | ||||||||
FINANCING ACTIVITIES: |
||||||||||||
Purchase of treasury stock |
(9,858 | ) | (3,596 | ) | | |||||||
Purchase of stock for share-based compensation plans |
| | (19,074 | ) | ||||||||
Loan to employee stock ownership plan |
| | ||||||||||
Net cash used in financing activities |
(9,858 | ) | (3,596 | ) | (19,074 | ) | ||||||
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS |
(4,151 | ) | 3,147 | (17,445 | ) | |||||||
CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |
35,261 | 32,114 | 49,559 | |||||||||
CASH AND CASH EQUIVALENTS, END OF YEAR |
$ | 31,110 | $ | 35,261 | $ | 32,114 | ||||||
SUPPLEMENTAL DISCLOSURES OF CASH FLOW AND NON-CASH INFORMATION: |
||||||||||||
Cash payments for interest |
$ | 503 | $ | 690 | $ | 1,266 | ||||||
Cash payments of income taxes |
50 | 3 | |
72
23. | CONSOLIDATED SUMMARY OF QUARTERLY EARNINGS (UNAUDITED) |
(Dollars in thousands, except per share amounts)
The following table presents summarized quarterly data for 2010 and 2009:
The following table presents summarized quarterly data for 2010 and 2009:
1st | 2nd | 3rd | 4th | Total | ||||||||||||||||
2010 | Quarter | Quarter | Quarter | Quarter | Year | |||||||||||||||
Total interest income |
$ | 50,080 | $ | 51,657 | $ | 47,292 | $ | 48,485 | $ | 197,514 | ||||||||||
Total interest expense |
13,776 | 12,512 | 12,202 | 11,406 | 49,896 | |||||||||||||||
Net interest income |
36,304 | 39,145 | 35,090 | 37,079 | 147,618 | |||||||||||||||
Provision for loan losses |
4,950 | 6,200 | 51,050 | (1) | 8,000 | 70,200 | ||||||||||||||
Net interest income after provision
for loan losses |
31,354 | 32,945 | (15,960 | ) | 29,079 | 77,418 | ||||||||||||||
Total non-interest income |
8,304 | 6,272 | 5,736 | 6,908 | 27,220 | |||||||||||||||
Total non-interest expense |
30,485 | 31,479 | 33,351 | 33,075 | 128,390 | |||||||||||||||
(Loss) income before income taxes |
9,173 | 7,738 | (43,575 | ) | 2,912 | (23,752 | ) | |||||||||||||
Income tax (benefit) expense |
1,646 | 2,142 | (21,845 | ) | 3,268 | (14,789 | ) | |||||||||||||
Net (loss) income |
$ | 7,527 | $ | 5,596 | $ | (21,730 | ) | $ | (356 | ) | $ | (8,963 | ) | |||||||
Basic and diluted earnings per
common share (3) |
$ | 0.10 | $ | 0.07 | $ | (0.28 | ) | $ | | $ | (0.12 | ) | ||||||||
1st | 2nd | 3rd | 4th | Total | ||||||||||||||||
2009 | Quarter | Quarter | Quarter | Quarter | Year | |||||||||||||||
Total interest income |
$ | 47,528 | $ | 46,960 | $ | 48,439 | $ | 50,047 | $ | 192,974 | ||||||||||
Total interest expense |
18,049 | 16,544 | 15,759 | 15,280 | 65,632 | |||||||||||||||
Net interest income |
29,479 | 30,416 | 32,680 | 34,767 | 127,342 | |||||||||||||||
Provision for loan losses |
3,000 | 7,100 | (2) | 2,000 | 3,597 | 15,697 | ||||||||||||||
Net interest income after provision
for loan losses |
26,479 | 23,316 | 30,680 | 31,170 | 111,645 | |||||||||||||||
Total non-interest income |
8,018 | 6,142 | 6,462 | 6,226 | 26,847 | |||||||||||||||
Total non-interest expense |
28,438 | 29,752 | 30,522 | 31,156 | 119,866 | |||||||||||||||
Income (loss) before income taxes |
6,059 | (294 | ) | 6,620 | 6,240 | 18,626 | ||||||||||||||
Income tax expense (benefit) |
931 | (244 | ) | 800 | 49 | 1,537 | ||||||||||||||
Net income (loss) |
$ | 5,128 | $ | (50 | ) | $ | 5,820 | $ | 6,191 | $ | 17,089 | |||||||||
Basic and diluted earnings per
common share (3) |
$ | 0.07 | $ | | $ | 0.07 | $ | 0.08 | $ | 0.22 | ||||||||||
(1) | During the third quarter, the Company saw considerable deterioration in the value of a number
of large collateral dependent commercial real estate loans. As a result, the Company recorded
a significantly elevated provision for credit losses of $51.1 million. Changes in the
provision were based on managements analysis of various factors such as: estimated fair value
of underlying collateral, recent loss experience in particular segments of the portfolio,
levels and trends in delinquent loans, and changes in general economic and business
conditions. |
|
(2) | As a result of the weakening economy, the increase in commercial loans outstanding
and an increase in non-performing loans and charge offs, our provision for loan losses
increased to $7.1 million during the second quarter 2009. |
|
(3) | EPS is computed independently for each period. The sum of the individual quarters may not
equal the annual EPS. |
73
INVESTOR AND CORPORATE INFORMATION
Market for Common Equity and Related Stockholder Matters
The Companys common stock is listed on the Nasdaq Global Select Market (Nasdaq) under the
trading symbol BNCL. The following table sets forth the high and low quarterly sales prices of
the Companys common stock for the four quarters in fiscal 2010, 2009 and 2008, as reported by
Nasdaq. The Company has not paid any dividends to its stockholders to date. As of March 11, 2011,
the Company had approximately 2,559 holders of record of common stock.
2010: | High | Low | ||||||
First Quarter |
$ | 9.98 | $ | 8.86 | ||||
Second Quarter |
$ | 11.05 | $ | 9.32 | ||||
Third Quarter |
$ | 10.47 | $ | 8.15 | ||||
Fourth Quarter |
$ | 9.24 | $ | 7.15 |
2009: | High | Low | ||||||
First Quarter |
$ | 11.25 | $ | 8.35 | ||||
Second Quarter |
$ | 10.88 | $ | 8.69 | ||||
Third Quarter |
$ | 9.94 | $ | 8.74 | ||||
Fourth Quarter |
$ | 9.92 | $ | 9.00 |
2008: | ||||||||
First Quarter |
$ | 9.94 | $ | 8.92 | ||||
Second Quarter |
$ | 11.99 | $ | 9.77 | ||||
Third Quarter |
$ | 12.65 | $ | 10.75 | ||||
Fourth Quarter |
$ | 12.35 | $ | 9.68 |
74
Stock Performance Graph
The following graph compares the cumulative total return of the Companys common stock with the
cumulative total return of the SNL Mid-Atlantic Thrift Index and the Index for the Nasdaq Stock
Market (U.S. Companies, all Standard Industrial Classification, (SIC)). The graph assumes $100
was invested on July 16, 2007, the first day of trading of the Companys common stock. Cumulative
total return assumes reinvestment of all dividends.
Period Ending | ||||||||||||||||||||||||||||||||
Index | 12/31/10 | 09/30/10 | 06/30/10 | 03/31/10 | 12/31/09 | 09/30/09 | 06/30/09 | 03/31/09 | ||||||||||||||||||||||||
Beneficial Mutual Bancorp, Inc. |
88.30 | 89.70 | 98.80 | 94.80 | 98.40 | 91.20 | 96.00 | 98.50 | ||||||||||||||||||||||||
NASDAQ Composite |
98.00 | 87.50 | 77.92 | 88.58 | 83.83 | 78.40 | 67.79 | 56.47 | ||||||||||||||||||||||||
SNL Mid-Atlantic Thrift Index |
72.17 | 65.38 | 65.23 | 70.65 | 65.43 | 60.29 | 57.61 | 55.30 |
12/31/08 | 09/30/08 | 06/30/08 | 03/31/08 | 12/31/07 | 09/30/07 | 07/16/07 | ||||||||||||||||||||||
Beneficial Mutual Bancorp, Inc. |
112.50 | 126.50 | 110.70 | 98.90 | 97.20 | 97.50 | 100.00 | |||||||||||||||||||||
NASDAQ Composite |
58.26 | 76.92 | 84.71 | 84.19 | 97.98 | 99.80 | 100.00 | |||||||||||||||||||||
SNL Mid-Atlantic Thrift Index |
71.69 | 84.77 | 84.53 | 92.58 | 88.94 | 101.34 | 100.00 |
* | Source: SNL Financial L.C. |
75