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EX-32 - CERTIFICATIONS - Roebling Financial Corp, Inc. | ex-32.htm |
EX-31 - CERTIFICATIONS OF CEO AND CFO - Roebling Financial Corp, Inc. | ex-31.htm |
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
(Mark One)
X
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
For the quarterly period ended March 31, 2011
OR
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
For the transition period from to __________________
Commission file number 0-50969
ROEBLING FINANCIAL CORP, INC.
|
(Exact name of Registrant as specified in its charter)
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New Jersey
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55-0873295
|
|
(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.)
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Route 130 South and Delaware Avenue, Roebling, New Jersey
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08554
|
||
(Address of principal executive offices)
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(Zip Code)
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(609) 499-9400
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(Registrant’s telephone number, including area code)
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NA
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(Former name, former address and former fiscal year, if changed since last report))
|
Indicate by check mark whether the Registrant 1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports); and 2) has been subject to such filing requirements for the past 90 days: Yes X No __
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).¨ Yes ¨ No
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
Large accelerated filer o
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Accelerated filer o
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||
Non-accelerated filer o
(Do not check if a smaller reporting company)
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Smaller reporting company x
|
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ___ No X_
APPLICABLE ONLY TO CORPORATE ISSUERS:
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: May 10, 2011
Class
|
Outstanding
|
|
$.10 par value common stock
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1,686,527 shares
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ROEBLING FINANCIAL CORP, INC.
FORM 10-Q
FOR THE QUARTER ENDED MARCH 31, 2011
INDEX
Page
Number
|
||||||
PART I - FINANCIAL INFORMATION OF ROEBLING FINANCIAL CORP, IN
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||||||
Item 1.
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Consolidated Financial Statements and Notes Thereto
|
1 – 16
|
||||
Item 2.
|
Management’s Discussion and Analysis of Financial
|
|||||
Condition and Results of Operations
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17 - 21
|
|||||
Item 3.
|
Quantitative and Qualitative Disclosures About Market Risk
|
21
|
||||
Item 4.
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Controls and Procedures
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21
|
||||
PART II - OTHER INFORMATION
|
||||||
Item 1.
|
Legal Proceedings
|
22
|
||||
Item 1A.
|
Risk Factors
|
22
|
||||
Item 2.
|
Unregistered Sales of Equity Securities and Use of Proceeds
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22
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||||
Item 3.
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Defaults upon Senior Securities
|
22
|
||||
Item 4.
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Reserved
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22
|
||||
Item 5.
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Other Information
|
22
|
||||
Item 6.
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Exhibits
|
23
|
||||
SIGNATURES
|
24
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ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
(In thousands, except share data)
|
||||||||
March 31,
|
September 30,
|
|||||||
2011
|
2010
|
|||||||
Assets
|
||||||||
Cash and due from banks
|
$ | 875 | $ | 908 | ||||
Interest-bearing deposits
|
3,734 | 5,111 | ||||||
Total cash and cash equivalents
|
4,609 | 6,019 | ||||||
Securities available for sale
|
41,361 | 40,593 | ||||||
Securities held to maturity
|
118 | 127 | ||||||
Loans receivable, net
|
111,743 | 111,967 | ||||||
Real estate owned
|
880 | 749 | ||||||
Accrued interest receivable
|
513 | 504 | ||||||
Federal Home Loan Bank of New York stock, at cost
|
723 | 746 | ||||||
Premises and equipment
|
3,170 | 3,224 | ||||||
Other assets
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2,967 | 2,829 | ||||||
Total assets
|
$ | 166,084 | $ | 166,758 | ||||
Liabilities and Stockholders' Equity
|
||||||||
Liabilities
|
||||||||
Deposits
|
$ | 138,397 | $ | 138,769 | ||||
Borrowed funds
|
9,500 | 10,000 | ||||||
Advances from borrowers for taxes and insurance
|
524 | 456 | ||||||
Other liabilities
|
1,509 | 1,417 | ||||||
Total liabilities
|
149,930 | 150,642 | ||||||
Stockholders' equity
|
||||||||
Serial preferred stock, $0.10 par value; 5,000,000 shares authorized;
|
||||||||
none issued
|
- | - | ||||||
Common stock; $0.10 par value; 20,000,000 shares authorized;
|
||||||||
1,718,473 issued
|
172 | 172 | ||||||
Additional paid-in-capital
|
10,331 | 10,348 | ||||||
Treasury stock; 31,946 shares, at cost
|
(190 | ) | (190 | ) | ||||
Unallocated employee stock ownership plan shares
|
(271 | ) | (310 | ) | ||||
Unallocated restricted stock plan shares
|
(94 | ) | (93 | ) | ||||
Deferred compensation obligation
|
261 | 240 | ||||||
Stock purchased for deferred compensation plan
|
(261 | ) | (240 | ) | ||||
Retained earnings - substantially restricted
|
5,808 | 5,502 | ||||||
Accumulated other comprehensive income (loss):
|
||||||||
Unrealized gain on securities available for sale, net of tax
|
517 | 813 | ||||||
Defined benefit plan, net of tax
|
(119 | ) | (126 | ) | ||||
Total stockholders' equity
|
16,154 | 16,116 | ||||||
Total liabilities and stockholders' equity
|
$ | 166,084 | $ | 166,758 | ||||
See notes to unaudited consolidated financial statements.
1
ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
(In thousands, except per share data)
For the Three Months Ended | ||||||||
March 31, | ||||||||
2011
|
2010
|
|||||||
Interest income:
|
||||||||
Loans receivable
|
$ | 1,390 | $ | 1,553 | ||||
Securities
|
327 | 384 | ||||||
Other interest-earning assets
|
9 | 12 | ||||||
Total interest income
|
1,726 | 1,949 | ||||||
Interest expense:
|
||||||||
Deposits
|
387 | 482 | ||||||
Borrowed funds
|
50 | 88 | ||||||
Total interest expense
|
437 | 570 | ||||||
Net interest income before provision for loan losses
|
1,289 | 1,379 | ||||||
Provision for loan losses
|
0 | 325 | ||||||
Net interest income after provision for loan losses
|
1,289 | 1,054 | ||||||
Non-interest income:
|
||||||||
Loan fees
|
22 | 17 | ||||||
Account servicing and other
|
94 | 100 | ||||||
Gain on sale of loans
|
3 | 1 | ||||||
Total non-interest income
|
119 | 118 | ||||||
Non-interest expense:
|
||||||||
Compensation and benefits
|
578 | 567 | ||||||
Occupancy and equipment
|
129 | 136 | ||||||
Service bureau and data processing
|
131 | 135 | ||||||
Federal deposit insurance premiums
|
80 | 76 | ||||||
Real estate owned expense, net
|
10 | 301 | ||||||
Other expense
|
228 | 239 | ||||||
Total non-interest expense
|
1,156 | 1,454 | ||||||
Income (loss) before income tax (benefit)
|
252 | (282 | ) | |||||
Income tax (benefit)
|
85 | (121 | ) | |||||
Net income (loss)
|
167 | (161 | ) | |||||
Other comprehensive income (loss), net of tax:
|
||||||||
Unrealized loss on securities available for sale, net of tax
|
(55 | ) | (66 | ) | ||||
Adjustment to minimum pension liability
|
4 | 4 | ||||||
Comprehensive income (loss)
|
$ | 116 | $ | (223 | ) | |||
Earnings (loss) per common share:
|
||||||||
Basic
|
$ | 0.10 | $ | (0.10 | ) | |||
Diluted
|
$ | 0.10 | $ | (0.10 | ) | |||
Weighted average number of shares outstanding:
|
||||||||
Basic
|
1,653 | 1,644 | ||||||
Diluted
|
1,653 | 1,644 |
See notes to unaudited consolidated financial statements.
2
ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME AND COMPREHENSIVE INCOME
(Unaudited)
(In thousands, except per share data)
For the Six Months Ended | ||||||||
March 31, | ||||||||
2011
|
2010
|
|||||||
Interest income:
|
||||||||
Loans receivable
|
$ | 2,826 | $ | 3,166 | ||||
Securities
|
651 | 800 | ||||||
Other interest-earning assets
|
22 | 24 | ||||||
Total interest income
|
3,499 | 3,990 | ||||||
Interest expense:
|
||||||||
Deposits
|
808 | 1,027 | ||||||
Borrowed funds
|
106 | 192 | ||||||
Total interest expense
|
914 | 1,219 | ||||||
Net interest income before provision for loan losses
|
2,585 | 2,771 | ||||||
Provision for loan losses
|
50 | 750 | ||||||
Net interest income after provision for loan losses
|
2,535 | 2,021 | ||||||
Non-interest income:
|
||||||||
Loan fees
|
44 | 38 | ||||||
Account servicing and other
|
195 | 208 | ||||||
Gain on sale of loans
|
11 | 3 | ||||||
Total non-interest income
|
250 | 249 | ||||||
Non-interest expense:
|
||||||||
Compensation and benefits
|
1,157 | 1,149 | ||||||
Occupancy and equipment
|
248 | 277 | ||||||
Service bureau and data processing
|
260 | 273 | ||||||
Federal deposit insurance premiums
|
160 | 158 | ||||||
Real estate owned expense, net
|
28 | 331 | ||||||
Other expense
|
459 | 509 | ||||||
Total non-interest expense
|
2,312 | 2,697 | ||||||
Income (loss) before income tax (benefit)
|
473 | (427 | ) | |||||
Income tax (benefit)
|
167 | (185 | ) | |||||
Net income (loss)
|
306 | (242 | ) | |||||
Other comprehensive income (loss), net of tax:
|
||||||||
Unrealized gain (loss) on securities available for sale, net of tax
|
(296 | ) | (82 | ) | ||||
Adjustment to minimum pension liability
|
7 | 8 | ||||||
Comprehensive income (loss)
|
$ | 17 | $ | (316 | ) | |||
Earnings (loss) per common share:
|
||||||||
Basic
|
$ | 0.19 | $ | (0.15 | ) | |||
Diluted
|
$ | 0.19 | $ | (0.15 | ) | |||
Weighted average number of shares outstanding:
|
||||||||
Basic
|
1,652 | 1,643 | ||||||
Diluted
|
1,652 | 1,643 |
See notes to unaudited consolidated financial statements.
3
ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENT OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)
Accumulated | ||||||||||||||||||||||||||||||||||||||||
Common
|
Other | |||||||||||||||||||||||||||||||||||||||
Additional | Unallocated | Unallocated | Deferred | Stock for | Comprehensive | |||||||||||||||||||||||||||||||||||
Common
Stock |
Paid-in
Capital |
Treasury
Stock |
ESOP
Shares |
RSP
Shares |
Compensation
Obligation |
Deferred
Compensation |
Retained
Earnings |
Income
(Loss)
|
Total
|
|||||||||||||||||||||||||||||||
Balance at September 30, 2010
|
$ | 172 | $ | 10,348 | $ | (190 | ) | $ | (310 | ) | $ | (93 | ) | $ | 240 | $ | (240 | ) | $ | 5,502 | $ | 687 | $ | 16,116 | ||||||||||||||||
Net income for the six months
|
||||||||||||||||||||||||||||||||||||||||
ended March 31, 2011
|
- | - | - | - | - | - | - | 306 | - | 306 | ||||||||||||||||||||||||||||||
Amortization of ESOP shares
|
- | (18 | ) | - | 39 | - | - | - | - | - | 21 | |||||||||||||||||||||||||||||
Change in unrealized gain (loss)
|
|
|||||||||||||||||||||||||||||||||||||||
on securities available for sale, | ||||||||||||||||||||||||||||||||||||||||
net of tax
|
- | - | - | - | - | - | - | - | (296 | ) | (296 | ) | ||||||||||||||||||||||||||||
Deferred compensation plan
|
- | - | - | - | - | 21 | - | - | - | 21 | ||||||||||||||||||||||||||||||
Common stock acquired for
|
||||||||||||||||||||||||||||||||||||||||
deferred compensation plan
|
- | - | - | - | - | - | (21 | ) | - | - | (21 | ) | ||||||||||||||||||||||||||||
Allocation of RSP shares
|
- | 5 | - | - | (1 | ) | - | - | - | - | 4 | |||||||||||||||||||||||||||||
Tax expense of stock benefit
plans
|
- | (4 | ) | - | - | - | - | - | - | - | (4 | ) | ||||||||||||||||||||||||||||
Adjustment to mimimum pension
|
||||||||||||||||||||||||||||||||||||||||
liability, net of tax
|
- | - | - | - | - | - | - | - | 7 | 7 | ||||||||||||||||||||||||||||||
Balance at March 31, 2011
|
$ | 172 | $ | 10,331 | $ | (190 | ) | $ | (271 | ) | $ | (94 | ) | $ | 261 | $ | (261 | ) | $ | 5,808 | $ | 398 | $ | 16,154 | ||||||||||||||||
|
See notes to unaudited consolidated financial statements.
4
ROEBLING FINANCIAL CORP, INC. AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
For the Six Months Ended | ||||||||
March 31, | ||||||||
2011
|
2010
|
|||||||
Cash flows from operating activities:
|
||||||||
Net income (loss)
|
$ | 306 | $ | (242 | ) | |||
Adjustments to reconcile net income (loss) to cash provided by (used in) | ||||||||
operating activities:
|
||||||||
Depreciation
|
63 | 89 | ||||||
Amortization of premiums and discounts, net
|
22 | 37 | ||||||
Amortization of deferred loan fees and costs, net
|
13 | 7 | ||||||
Provision for loan losses
|
50 | 750 | ||||||
Provision for losses on REO
|
19 | 246 | ||||||
(Gain) loss on sale of real estate owned, net
|
(1 | ) | 17 | |||||
Originations of loans held for sale, net of repayments
|
(3,842 | ) | (714 | ) | ||||
Gain on sale of loans
|
(11 | ) | (3 | ) | ||||
Proceeds from sale of loans held for sale
|
4,359 | 717 | ||||||
(Decrease) increase in other assets
|
51 | (1,956 | ) | |||||
(Increase) decrease in accrued interest receivable
|
(9 | ) | 31 | |||||
Increase in other liabilities
|
102 | 30 | ||||||
Amortization/allocation of ESOP and RSP
|
25 | 24 | ||||||
Increase in deferred compensation stock obligation
|
21 | 42 | ||||||
Net cash provided by (used in) operating activities
|
1,168 | (925 | ) | |||||
Cash flows from investing activities:
|
||||||||
Purchase of securities available for sale
|
(10,028 | ) | (9,041 | ) | ||||
Proceeds from payments and maturities of securities available for sale
|
8,745 | 10,703 | ||||||
Proceeds from payments and maturities of securities held to maturity
|
9 | 10 | ||||||
Net (increase) decrease in loans
|
(1,059 | ) | 2,485 | |||||
Proceeds from sale of real estate owned
|
566 | 347 | ||||||
Redemption (purchase) of Federal Home Loan Bank stock
|
23 | (135 | ) | |||||
Purchase of premises and equipment
|
(10 | ) | (72 | ) | ||||
Net cash (used in) provided by investing activities
|
(1,754 | ) | 4,297 | |||||
Cash flows from financing activities:
|
||||||||
Net decrease in deposits
|
(372 | ) | (6,587 | ) | ||||
Net increase in short-term borrowed funds
|
500 | 7,000 | ||||||
Repayment of long-term borrowed funds
|
(1,000 | ) | (4,000 | ) | ||||
Increase (decrease) in advance payments by borrowers for taxes
|
||||||||
and insurance
|
69 | (4 | ) | |||||
Purchase of common shares for deferred compensation plan
|
(21 | ) | (42 | ) | ||||
Net cash used in financing activities
|
(824 | ) | (3,633 | ) | ||||
Net decrease in cash and cash equivalents
|
(1,410 | ) | (261 | ) | ||||
Cash and cash equivalents at beginning of period
|
6,019 | 4,074 | ||||||
Cash and cash equivalents at end of period
|
$ | 4,609 | $ | 3,813 | ||||
Supplemental Disclosures of Cash Flow Information:
|
||||||||
Cash paid for:
|
||||||||
Interest on deposits and borrowed funds
|
$ | 915 | $ | 1,217 | ||||
Income taxes
|
99 | - | ||||||
Transfer of loans to real estate owned
|
714 | 691 |
See notes to unaudited consolidated financial statements.
5
ROEBLING FINANCIAL CORP, INC.
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS
NOTE 1 - BASIS OF PRESENTATION
The accompanying unaudited consolidated financial statements of Roebling Financial Corp, Inc. (the “Company”) have been prepared in accordance with the instructions for Form 10-Q. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. However, such information presented reflects all adjustments (consisting solely of normal recurring adjustments) which are, in the opinion of the Company’s management, necessary for a fair statement of results for the interim period.
The results of operations for the three and six months ended March 31, 2011, are not necessarily indicative of the results to be expected for the year ending September 30, 2011, or any other future interim period. The unaudited consolidated financial statements and notes thereto should be read in conjunction with the audited financial statements and notes thereto for the year ended September 30, 2010 included in the Company’s Annual Report on Form 10-K.
NOTE 2 – EARNINGS PER SHARE
Basic earnings per share is computed by dividing net income for the period by the weighted average number of shares of common stock outstanding, adjusted for unearned shares of the Employee Stock Ownership Plan (“ESOP”). Diluted earnings per share is computed by adjusting the weighted average number of shares of common stock outstanding to include the effect of outstanding stock options and compensation grants, if dilutive, using the treasury stock method.
The following is a summary of the Company’s earnings per share calculations:
Three Months Ended
|
Six Months Ended
|
|||||||||||||||
March 31, | March 31, | |||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Net income (loss)
|
$ | 166,891 | $ | (160,696 | ) | $ | 306,089 | $ | (241,879 | ) | ||||||
Weighted average common shares
|
||||||||||||||||
outstanding for computation of
|
||||||||||||||||
basic EPS (1)
|
1,653,357 | 1,644,206 | 1,652,213 | 1,643,063 | ||||||||||||
Common-equivalent shares due to
|
||||||||||||||||
the dilutive effect of stock options
|
||||||||||||||||
and RSP awards
|
- | - | - | - | ||||||||||||
Weighted-average common shares
|
||||||||||||||||
for computation of diluted EPS
|
1,653,357 | 1,644,206 | 1,652,213 | 1,643,063 | ||||||||||||
Earnings (loss) per common share:
|
||||||||||||||||
Basic
|
$ | 0.10 | $ | (0.10 | ) | $ | 0.19 | $ | (0.15 | ) | ||||||
Diluted
|
0.10 | (0.10 | ) | 0.19 | (0.15 | ) | ||||||||||
(1) Excludes unallocated ESOP shares
|
NOTE 3 – TREASURY STOCK
In February, 2009, the Company approved the repurchase of up to $250,000 of its common stock. In May, 2009, the Company acquired 31,946 shares at a cost of approximately $190,000 or an average of $5.90 per share.
6
NOTE 4 – SECURITIES AVAILABLE FOR SALE
March 31, 2011 | ||||||||||||||||
Amortized
|
Gross Unrealized |
Estimated
|
||||||||||||||
Cost
|
Gains
|
Losses
|
Fair Value
|
|||||||||||||
Investment Securities
|
||||||||||||||||
U.S. Government and Agency Securities:
|
||||||||||||||||
Due after one year through five years
|
$ | 4,000,000 | $ | 14,790 | $ | 22,370 | $ | 3,992,420 | ||||||||
Due after five years through ten years
|
11,999,395 | 18,550 | 248,315 | 11,769,630 | ||||||||||||
Marketable Equity Securities
|
2,888 | - | 2,732 | 156 | ||||||||||||
Residential Mortgage-backed Securities
|
24,497,994 | 1,147,640 | 46,872 | 25,598,762 | ||||||||||||
$ | 40,500,277 | $ | 1,180,980 | $ | 320,289 | $ | 41,360,968 | |||||||||
September 30, 2010 | ||||||||||||||||
Amortized
|
Gross Unrealized |
Estimated
|
||||||||||||||
Cost
|
Gains
|
Losses
|
Fair Value
|
|||||||||||||
Investment Securities
|
||||||||||||||||
U.S. Government and Agency Securities:
|
||||||||||||||||
Due after one year through five years
|
$ | 4,000,000 | $ | 33,440 | $ | - | $ | 4,033,440 | ||||||||
Due after five years through ten years
|
10,748,648 | 55,347 | 2,810 | 10,801,185 | ||||||||||||
Marketable Equity Securities
|
2,888 | - | 2,780 | 108 | ||||||||||||
Residential Mortgage-backed Securities
|
24,487,924 | 1,270,228 | - | 25,758,152 | ||||||||||||
$ | 39,239,460 | $ | 1,359,015 | $ | 5,590 | $ | 40,592,885 |
There were no sales of investment securities or mortgage-backed securities during the six months ended March 31, 2011.
The following tables provide a summary of securities available for sale which were in an unrealized loss position at March 31, 2011 and September 30, 2010. Approximately $2,700 or 1% and $2,800 or 50% of the unrealized loss as of March 31, 2011 and September 30, 2010, respectively, was comprised of securities in a continuous loss position for twelve months or more. The unrealized losses on the government and agency and mortgage-backed debt securities are caused primarily by changes in market interest rates. The Company does not intend to sell these securities and it is not likely that we would be required to sell them before recovery of the amortized cost basis.
7
March 31, 2011 | ||||||||||||||||
Under One Year | One Year or More | |||||||||||||||
Gross
|
Gross
|
|||||||||||||||
Estimated
|
Unrealized
|
Estimated
|
Unrealized
|
|||||||||||||
Fair Value
|
Loss
|
Fair Value
|
Loss
|
|||||||||||||
U.S. Government and Agency Securities
|
$ | 9,728,710 | $ | 270,685 | $ | - | $ | - | ||||||||
Marketable Equity Securities
|
- | - | 156 | 2,732 | ||||||||||||
Residential Mortgage-backed Securities
|
1,948,311 | 46,872 | - | - | ||||||||||||
Total available for sale
|
$ | 11,677,021 | $ | 317,557 | $ | 156 | $ | 2,732 |
September 30, 2010 | ||||||||||||||||
Under One Year | One Year or More | |||||||||||||||
Gross
|
Gross
|
|||||||||||||||
Estimated
|
Unrealized
|
Estimated
|
Unrealized
|
|||||||||||||
Fair Value
|
Loss
|
Fair Value
|
Loss
|
|||||||||||||
U.S. Government and Agency Securities
|
$ | 1,997,190 | $ | 2,810 | $ | - | $ | - | ||||||||
Marketable Equity Securities
|
- | - | 108 | 2,780 | ||||||||||||
Total available for sale
|
$ | 1,997,190 | $ | 2,810 | $ | 108 | $ | 2,780 | ||||||||
NOTE 5 – SECURITIES HELD TO MATURITY
March 31,
|
September 30,
|
|||||||
2011
|
2010
|
|||||||
Residential Mortgage-backed Securities:
|
||||||||
Amortized cost
|
$ | 118,079 | $ | 127,306 | ||||
Gross unrealized gains
|
4,957 | 5,191 | ||||||
Gross unrealized losses
|
- | (21 | ) | |||||
Estimated fair value
|
$ | 123,036 | $ | 132,476 |
NOTE 6 – LOANS RECEIVABLE, NET
In July, 2010, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses (“Update”). This Update provides for additional disclosures to be used to assess an entity’s credit risk exposures and evaluate the adequacy of its allowance for credit losses. Existing disclosures are expanded on a disaggregated basis, by portfolio segment and class of receivable. Additional disclosures are required for aging of receivables and credit quality factors.
The Company has segmented its loans into three portfolio segments of residential, commercial purpose and consumer. It has further disaggregated these segments into additional classes of loans. The residential portfolio segment includes loans to consumers, secured by one-to-four family residential properties that are generally owner-occupied. This portfolio segment includes two classes, mortgage loans and home equity loans. Commercial purpose loans are one segment and one class of receivable. These are loans made to individuals and businesses for business purposes. They are generally collateralized by commercial real estate, residential properties (one-to-four or multifamily), land or business assets, and may be provided for permanent or construction financing. The consumer
8
portfolio segment includes non-mortgage loans to individuals for consumer purposes. They are further categorized into three classes, including account loans, unsecured loans and other loans. The following table reflects the aging and accrual status of our loan portfolio by portfolio segment and class as of March 31, 2011:
Past Due
|
Total
|
|||||||||||||||
30-59
|
60-89
|
90+
|
Loans
|
90+ and
|
||||||||||||
(In thousands)
|
Days
|
Days
|
Days
|
Total
|
Current
|
Receivable
|
Non-accrual
|
Accruing
|
||||||||
Residential:
|
||||||||||||||||
Mortgage
|
$ 504
|
$ -
|
$ 349
|
$ 853
|
$ 54,959
|
$ 55,812
|
$ 349
|
$ -
|
||||||||
Home equity
|
160
|
31
|
126
|
317
|
27,813
|
28,130
|
126
|
-
|
||||||||
Commercial purpose
|
38
|
-
|
4,510
|
4,548
|
26,066
|
30,614
|
4,319
|
190
|
||||||||
Consumer:
|
||||||||||||||||
Account loans
|
-
|
-
|
-
|
-
|
78
|
78
|
-
|
-
|
||||||||
Unsecured
|
-
|
-
|
-
|
-
|
78
|
78
|
-
|
-
|
||||||||
Other
|
-
|
-
|
-
|
-
|
120
|
120
|
-
|
-
|
||||||||
$ 702
|
$ 31
|
$ 4,985
|
$ 5,718
|
$ 109,114
|
$ 114,832
|
$ 4,794
|
$ 190
|
The activity in the allowance for loan losses, by portfolio segment, is as follows:
For the Six Months Ended March 31, 2011
|
||||||||||||||||||||
Commercial
|
||||||||||||||||||||
(In thousands)
|
Residential
|
Purpose
|
Consumer
|
Unallocated
|
Total
|
|||||||||||||||
Beginning balance
|
$ | 484 | $ | 2,664 | $ | 18 | $ | 42 | $ | 3,208 | ||||||||||
Provision for loan losses
|
(113 | ) | 193 | (14 | ) | (16 | ) | 50 | ||||||||||||
Charge-offs
|
(80 | ) | (71 | ) | - | - | (151 | ) | ||||||||||||
Recoveries
|
- | 8 | - | - | 8 | |||||||||||||||
Ending Balance
|
$ | 291 | $ | 2,794 | $ | 4 | $ | 26 | $ | 3,115 |
As of March 31, 2011, the ending allowance balance where the related loans are evaluated for impairment:
Commercial
|
||||||||||||||||||||
(In thousands)
|
Residential
|
Purpose
|
Consumer
|
Unallocated
|
Total
|
|||||||||||||||
Individually
|
$ | 27 | $ | 1,882 | $ | - | $ | - | $ | 1,909 | ||||||||||
Collectively
|
264 | 912 | 4 | 26 | 1,206 | |||||||||||||||
Total
|
$ | 291 | $ | 2,794 | $ | 4 | $ | 26 | $ | 3,115 |
As of March 31, 2011, the related loan balance where the loans are evaluated for impairment:
Commercial
|
||||||||||||||||||||
(In thousands)
|
Residential
|
Purpose
|
Consumer
|
Total
|
||||||||||||||||
Individually
|
$ | 236 | $ | 5,062 | $ | - | $ | 5,298 | ||||||||||||
Collectively
|
83,706 | 25,552 | 276 | 109,534 | ||||||||||||||||
Total
|
$ | 83,942 | $ | 30,614 | $ | 276 | $ | 114,832 |
9
Additional information about impaired loans, by portfolio segment and class as of March 31, 2011, is as follows:
For the Three Months Ended
|
For the Six Months Ended
|
|||||||||||||||||||||||||||
As of March 31, 2011
|
March 31, 2011
|
March 31, 2011
|
||||||||||||||||||||||||||
Unpaid
|
Average
|
Interest
|
Average
|
Interest
|
||||||||||||||||||||||||
Recorded
|
Principal
|
Related
|
Recorded
|
Income
|
Recorded
|
Income
|
||||||||||||||||||||||
(In thousands)
|
Investment
|
Balance
|
Allowance
|
Investment
|
Recognized
|
Investment
|
Recognized
|
|||||||||||||||||||||
With no related allowance:
|
||||||||||||||||||||||||||||
Residential
|
||||||||||||||||||||||||||||
Mortgage
|
$ | 32 | $ | 32 | $ | - | $ | 31 | $ | - | $ | 31 | $ | - | ||||||||||||||
Home equity
|
97 | 97 | - | 65 | - | 51 | - | |||||||||||||||||||||
Commercial purpose
|
2,243 | 2,243 | - | 1,396 | 2 | 1,336 | 4 | |||||||||||||||||||||
2,372 | 2,372 | - | 1,492 | 2 | 1,418 | 4 | ||||||||||||||||||||||
With a related allowance:
|
||||||||||||||||||||||||||||
Residential
|
||||||||||||||||||||||||||||
Mortgage
|
107 | 107 | 27 | 415 | - | 526 | - | |||||||||||||||||||||
Home equity
|
- | - | - | - | - | - | - | |||||||||||||||||||||
Commercial purpose
|
2,819 | 2,819 | 1,882 | 2,821 | - | 2,907 | 2 | |||||||||||||||||||||
2,926 | 2,926 | 1,909 | 3,236 | - | 3,433 | 2 | ||||||||||||||||||||||
Total:
|
||||||||||||||||||||||||||||
Residential
|
||||||||||||||||||||||||||||
Mortgage
|
139 | 139 | 27 | 446 | - | 557 | - | |||||||||||||||||||||
Home equity
|
97 | 97 | - | 65 | - | 51 | - | |||||||||||||||||||||
Commercial purpose
|
5,062 | 5,062 | 1,882 | 4,217 | 2 | 4,243 | 6 | |||||||||||||||||||||
Total impaired
|
$ | 5,298 | $ | 5,298 | $ | 1,909 | $ | 4,728 | $ | 2 | $ | 4,851 | $ | 6 |
The average balance of impaired loans outstanding for the three and six months ended March 31, 2010 was $4.9 million and $5.0 million, respectively. Interest income of $10,000 and $13,000 was recognized on impaired loans during the three and six months ended March 31, 2010, respectively.
One of the primary methods we use as an indicator of the credit quality of our residential and commercial purpose portfolios is the regulatory classification system. For the consumer portfolio segment, payment performance is our primary indicator of credit quality. The following table reflects the credit quality indicators by portfolio segment and class, as of March 31, 2011:
Credit Risk Profile by Classification:
|
||||||||||||
Residential
|
Commercial
|
|||||||||||
(In thousands)
|
Mortgage
|
Home Equity
|
Purpose
|
|||||||||
Pass
|
$ | 53,958 | $ | 27,960 | $ | 20,095 | ||||||
Special mention
|
1,716 | 44 | 2,179 | |||||||||
Substandard
|
111 | 126 | 6,458 | |||||||||
Doubtful
|
- | - | - | |||||||||
Loss
|
27 | - | 1,882 | |||||||||
Total
|
$ | 55,812 | $ | 28,130 | $ | 30,614 | ||||||
Credit Risk Profile by Performance:
|
||||||||||||
Consumer
|
||||||||||||
Account
|
||||||||||||
(In thousands)
|
Loans
|
Unsecured
|
Other
|
|||||||||
Performing
|
$ | 78 | $ | 78 | $ | 120 | ||||||
Non-performing
|
- | - | - | |||||||||
Total
|
$ | 78 | $ | 78 | $ | 120 |
10
NOTE 7 – BENEFIT PLANS
Stock Option Plan
The Company has stock option plans (“Plans”) which authorize the issuance of up to 168,746 shares upon the exercise of stock options that may be awarded to officers, directors, key employees, and other persons providing services to the Company. Shares issued on the exercise of options may be authorized but unissued shares, treasury shares or shares acquired on the open market. The options granted under the Plans constitute either Incentive Stock Options or Non-Incentive Stock Options. The options are granted at an exercise price equal to the fair market value of the Company’s common stock on the date of grant and expire not more than 10 years after the date of grant. At March 31, 2011, there were 16,434 shares remaining for future option awards.
There was no activity under the Plans for the six months ended March 31, 2011. The following table summarizes all options outstanding as of March 31, 2011, all of which are exercisable:
Number
|
Exercise
|
Remaining
|
|||||
of Shares
|
Price
|
Contractual Life
|
|||||
54,642 | $ | 10.000 |
4.8 years
|
||||
48,600 | 12.725 |
5.4 years
|
|||||
103,242 | $ | 11.283 |
5.1 years
|
No stock option expense was recorded in the six months ended March 31, 2011 or 2010 because all options were previously fully vested.
Restricted Stock Plan
The Company has restricted stock plans (“Plans”) which provide for the award of shares of restricted stock to directors, officers and employees. The Plans provide for the purchase of 67,496 shares of common stock in the open market to fund such awards. All of the Common Stock to be purchased by the Plans is purchased at the fair market value on the date of purchase. Awards under the Plans are made in recognition of expected future services to the Company by its directors, officers, and key employees responsible for implementation of the policies adopted by the Company’s Board of Directors and as a means of providing a further retention incentive. Compensation expense on Plan shares is recognized over the vesting periods based on the market value of the stock on the date of grant. Recipients of awards receive compensation payments equal to dividends paid prior to the date of vesting within 30 days of each dividend payment date. As of March 31, 2011, there were 21,404 shares remaining for future awards. Compensation expense for the Plans was approximately $3,300 and $7,900, respectively, for the three and six-month periods ended March 31, 2011, compared to $4,600 and $8,400 for the same 2010 periods.
The following table summarizes changes in unvested shares for the six months ended March 31, 2011:
Weighted
|
||||||||
Average
|
||||||||
Number
|
Grant Date
|
|||||||
of Shares
|
Fair Value
|
|||||||
Outstanding September 30, 2010
|
4,912 | $ | 7.665 | |||||
Granted
|
- | - | ||||||
Vested
|
(2,116 | ) | 8.613 | |||||
Forfeited
|
- | - | ||||||
Outstanding March 31, 2011
|
2,796 | $ | 6.948 |
11
Employee Stock Ownership Plan
Effective upon the consummation of the Bank’s initial stock offering, an Employee Stock Ownership Plan ("ESOP") was established for all eligible employees who have completed a twelve-month period of employment with the Bank and at least 1,000 hours of service, and have attained the age of 21. The ESOP used $156,800 in proceeds from a term loan to purchase 62,149 shares of Bank common stock during the stock offering. In fiscal 2004, the ESOP purchased 72,861 shares of common stock in the second-step conversion with the proceeds of a $776,000 loan from the Company, which has a 10-year term and an interest rate of 4.75%. $47,000 of the proceeds was used to pay off the prior outstanding debt.
Shares purchased with the loan proceeds were initially pledged as collateral for the loans and are held in a suspense account for future allocation among participants. Contributions to the ESOP and shares released from the suspense account are in an amount proportional to the loan repayment. Shares are allocated among the participants on the basis of compensation, as described by the ESOP, in the year of allocation.
The ESOP is accounted for in accordance with Accounting Standards Codification (“ASC”) Topic 718. The ESOP shares pledged as collateral are reported as unallocated ESOP shares in the statements of financial condition. As shares are committed to be released from collateral, the Bank reports compensation expense equal to the current market price of the shares, and the shares become outstanding for basic net income per common share computations. ESOP compensation expense was approximately $10,800 and $20,500, respectively, for the three and six-month periods ended March 31, 2011, compared to $8,600 and $20,300 for the same 2010 periods.
NOTE 8 – FAIR VALUE MEASUREMENTS
On October 1, 2008, the Company adopted the FASB guidance on fair value measurements, codified into ASC Topic 820, which defines fair value, establishes a framework for measuring fair value, and expands disclosures about fair value measurements. The guidance applies to other accounting pronouncements that require or permit fair value measurements. ASC Topic 820 clarifies that fair value is the exit price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants, rather than an entry price that would be paid to acquire an asset or liability. It also establishes a fair value hierarchy that distinguishes between assumptions developed based on market data obtained from independent sources (observable inputs), and assumptions developed based on the best information available in the circumstances (unobservable inputs). The fair value hierarchy levels are summarized as follows:
Level 1:
|
Quoted prices in active markets for identical assets or liabilities.
|
Level 2:
|
Quoted prices for similar assets or liabilities in active markets; quoted prices for identical or similar assets or liabilities in inactive markets; or observable market data.
|
Level 3:
|
Unobservable inputs where there is little, if any, market activity and that are developed based on the best information available under the circumstances.
|
Determination of the appropriate level within the fair value hierarchy is based on the lowest level input that is significant to the fair value measurement.
Assets and liabilities measured at fair value on a recurring basis, segregated by fair value hierarchy level, are summarized below:
12
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
(Dollars in thousands)
|
||||||||||||||||
March 31, 2011
|
||||||||||||||||
Securities available for sale:
|
||||||||||||||||
U.S. government and agency securities
|
$ | - | $ | 15,762 | $ | - | $ | 15,762 | ||||||||
Mortgage-backed securities
|
- | 25,599 | - | 25,599 | ||||||||||||
September 30, 2010
|
||||||||||||||||
Securities available for sale:
|
||||||||||||||||
U.S. government and agency securities
|
$ | - | $ | 14,835 | $ | - | $ | 14,835 | ||||||||
Mortgage-backed securities
|
- | 25,758 | - | 25,758 |
Assets and liabilities measured at fair value on a non-recurring basis, segregated by fair value hierarchy level, are summarized below:
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
(Dollars in thousands)
|
||||||||||||||||
March 31, 2011
|
||||||||||||||||
Impaired loans
|
$ | - | $ | - | $ | 1,016 | $ | 1,016 | ||||||||
Real estate owned
|
- | - | 880 | 880 | ||||||||||||
September 30, 2010
|
||||||||||||||||
Impaired loans
|
$ | - | $ | - | $ | 2,400 | $ | 2,400 | ||||||||
Real estate owned
|
- | - | 749 | 749 |
A loan is deemed to be impaired when it is probable that the Company will be unable to collect all amounts due according to the contractual terms of the loan agreement. Loan impairment is measured based on discounted cash flows or collateral value. If a valuation adjustment is required, a specific allowance is established, with a transfer from the general valuation allowance. Impaired loans are reviewed and evaluated on at least a quarterly basis for additional impairment and adjusted accordingly.
Real estate owned represents properties that have been acquired in foreclosure or by deed-in-lieu of foreclosure. The assets are written down to fair value less estimated costs to sell at the time of foreclosure. Fair value is based on the appraised value, which may be adjusted based on management’s review and market conditions. Subsequent valuations are periodically performed and if the value has declined, an allowance would be established with a charge to operations. Additional impairments on REO properties of $8,300 and $19,000, respectively, were recorded during the three and six months ended March 31, 2011 as a provision for REO losses, compared to $246,000 for each of the same 2010 periods.
NOTE 9 - FAIR VALUES OF FINANCIAL INSTRUMENTS
The following methods and assumptions were used by the Company in estimating fair values of financial instruments as disclosed herein:
Cash and Cash Equivalents
The carrying amounts of cash and short-term instruments approximate their fair value.
Investment and Mortgage-Backed Securities
Fair values for securities, excluding restricted equity securities, are based on quoted market prices. The carrying values of restricted equity securities approximate fair values.
13
Loans Receivable
For variable-rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. Fair values for certain mortgage loans and other consumer loans are based on quoted market prices of similar loans sold in conjunction with securitization transactions, adjusted for differences in loan characteristics. Fair values for commercial real estate and commercial loans are estimated using discounted cash flow analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for impaired loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.
Deposit Liabilities
The fair value of demand deposits, savings deposits and money market accounts are the amounts payable on demand. The fair values of certificates of deposit are based on the discounted value of contractual cash flows. The discount rate was estimated using the rate currently offered for deposits of similar remaining maturities.
Short-Term Borrowings
The carrying amounts of federal funds purchased and other short-term borrowings maturing within 90 days approximate their fair values. Fair values of other short-term borrowings are estimated using discounted cash flow analyses based on the Company's current incremental borrowing rates for similar types of borrowing arrangements.
Long-Term Debt
The fair value of long-term debt is estimated using discounted cash flow analysis based on the current incremental borrowing rates for similar types of borrowing arrangements.
Accrued Interest Receivable
The carrying amounts of accrued interest approximate their fair values.
Federal Home Loan Bank of New York Stock
Federal Home Loan Bank of New York stock is valued at cost.
Off-Balance-Sheet Instruments
In the ordinary course of business the Company has entered into off-balance-sheet financial instruments consisting of commitments to extend credit. Such financial instruments are recorded in the financial statements when they are funded. Their fair value would approximate fees currently charged to enter into similar agreements.
14
The carrying values and estimated fair values of financial instruments are as follows (in thousands):
March 31, 2011
|
September 30, 2010
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
Amount
|
Value
|
Amount
|
Value
|
|||||||||||||
Financial Assets
|
||||||||||||||||
Cash and cash equivalents
|
$ | 4,609 | $ | 4,609 | $ | 6,019 | $ | 6,019 | ||||||||
Securities available for sale
|
41,361 | 41,361 | 40,593 | 40,593 | ||||||||||||
Securities held to maturity
|
118 | 123 | 127 | 132 | ||||||||||||
Loans receivable
|
111,743 | 115,016 | 111,967 | 118,333 | ||||||||||||
Accrued interest receivable
|
513 | 513 | 504 | 504 | ||||||||||||
FHLB stock
|
723 | 723 | 746 | 746 | ||||||||||||
Financial Liabilities
|
||||||||||||||||
Deposits
|
138,397 | 140,136 | 138,769 | 141,321 | ||||||||||||
Borrowed funds
|
9,500 | 9,796 | 10,000 | 10,412 |
The fair value estimates are made at a discrete point in time based on relevant market information and information about the financial instruments. Fair value estimates are based on judgments regarding future expected loss experience, current economic conditions, risk characteristics of various financial instruments, and other factors. These estimates are subjective in nature and involve uncertainties and matters of significant judgment and, therefore, cannot be determined with precision. Changes in assumptions could significantly affect the estimates. Further, the foregoing estimates may not reflect the actual amount that could be realized if all or substantially all of the financial instruments were offered for sale.
In addition, the fair value estimates were based on existing on-and-off balance sheet financial instruments without attempting to value the anticipated future business and the value of assets and liabilities that are not considered financial instruments. Other significant assets and liabilities that are not considered financial assets and liabilities include real estate owned, premises and equipment, and advances from borrowers for taxes and insurance. In addition, the tax ramifications related to the realization of the unrealized gains and losses have a significant effect on fair value estimates and have not been considered in any of the estimates.
Finally, reasonable comparability between financial institutions may not be likely due to the wide range of permitted valuation techniques and numerous estimates which must be made given the absence of active secondary markets for many of the financial instruments. The lack of uniform valuation methodologies introduces a greater degree of subjectivity to these estimated fair values.
NOTE 10 – SUBSEQUENT EVENTS
The Company has considered whether any events or transactions occurring after March 31, 2011 would require recognition or disclosure in the financial statements as of or for the three or six-month periods ended March 31, 2011. No such subsequent events were identified.
NOTE 11 – RECENT ACCOUNTING PRONOUNCEMENTS
In January, 2011 the FASB issued Accounting Standards Update (“ASU”) No. 2011-01, Receivables (Topic 310): Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in Update No. 2010-20. Under the effective date in ASU 2010-20, public-entity creditors would have provided disclosures about troubled debt restructurings for periods beginning on or after December 15, 2010. The new disclosures are now anticipated to be effective for interim and annual periods ending after June 15, 2011. ASU 2011-01 does not defer the effective date of the other disclosure requirements of ASU 2010-20.
15
In April, 2011, the FASB issued Accounting Standards Update (“ASU”) No. 2011-02, Receivables (Topic 310): A Creditor’s Determination of Whether a Restructuring is a Troubled Debt Restructuring. This update provides additional guidance to help creditors in determining whether a creditor has granted a concession and whether a debtor is experiencing financial difficulties for purposes of determining whether a restructuring constitutes a troubled debt restructuring. It also provides for disclosure of previously deferred information for interim and annual periods beginning on or after June 15, 2011.
16
ROEBLING FINANCIAL CORP, INC.
ITEM 2.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
|
General
The Private Securities Litigation Reform Act of 1995 contains safe harbor provisions regarding forward-looking statements. When used in this discussion, the words “believes”, “anticipates”, “contemplates”, “expects”, and similar expressions are intended to identify forward-looking statements. Such statements are subject to certain risks and uncertainties which could cause actual results to differ materially from those projected. Those risks and uncertainties include changes in interest rates, the ability to control costs and expenses, the impact of our new branches, new legislation and regulations, and general economic conditions. The Company does not undertake and specifically disclaims any obligation to publicly release the results of any revisions that may be made to any forward-looking statements to reflect the occurrence of anticipated or unanticipated events or circumstances after the date of such statements.
The Company's business is conducted primarily through its wholly-owned subsidiary, Roebling Bank (the "Bank"). References to the Company or Registrant refer to the consolidated entity which includes the main operating company, the Bank, unless the context indicates otherwise.
Overview
At March 31, 2011, the Company had total assets, deposits, borrowings and stockholders’ equity of $166.1 million, $138.4 million, $9.5 million and $16.2 million, respectively. For the three months ended March 31, 2011, the Company reported net income of $167,000, or $.10 per diluted share, compared to a net loss of $161,000, or $(.10) per diluted share, for the same period in 2010. For the six months ended March 31, 2011, the Company reported net income of $306,000, or $.19 per diluted share, compared to a net loss of $242,000, or $(.15) per diluted share, for the same period in 2010. The increased earnings are primarily attributable to a decrease in the provisions for loan and REO losses, which totaled $8,000 and $69,000 for the three and six months ended March 31, 2011, respectively, compared to $571,000 and $996,000 for the same 2010 periods.
Changes in Financial Condition
Total assets decreased by $674,000, or .4%, to $166.1 million at March 31, 2011, from $166.8 million at September 30, 2010. This decrease is primarily attributable to a $1.4 million decrease in cash and cash equivalents, partially offset by a $759,000 increase in investment securities. Deposits decreased by $372,000, or .3%, while borrowed funds decreased by $500,000, to $9.5 million at March 31, 2011 from $10.0 million at September 30, 2010. Stockholders’ equity increased by $38,000, to $16.2 million at March 31, 2011 from $16.1 million at September 30, 2010. The change was primarily attributable to net income of $306,000, partially offset by a $296,000 decrease in the net unrealized gain on securities available for sale.
Results of Operations
Net Interest Income. For the three-months ended March 31, 2011, the Company reported net interest income before provision for loan losses of $1,289,000, compared to $1,379,000 for the same period in 2010. The decrease in net interest income was the result of a decrease in interest income of $223,000, partially offset by a decrease in interest expense of $133,000. The interest rate spread was 3.00% for the three months ended March 31, 2011 compared to 3.22% for the three months ended March 31, 2010, while the net interest margin was 3.28% for the 2011 period compared to 3.53% for the 2010 period. For the six-month period ended March 31, 2011, the Company reported net interest income before provision for loan losses of $2,585,000, compared to $2,771,000 for the six months ended March 31, 2010. The interest rate spread was 2.98% for the six months ended March 31, 2011 compared to 3.17% for the six months ended March 31, 2010, while the net interest margin was 3.27% for the 2011 period compared to 3.50% for the 2010 period. The Company’s spread and margin decreased for the three and six
17
months ended March 31, 2011 compared to the same 2010 period, as the average yield on total interest-earning assets decreased by more than the average cost of funds. The ratio of average interest-earning assets to average interest-bearing liabilities increased to 124.7% and 124.4%, respectively, for the three and six months ended March 31, 2011 from 120.8% and 121.1% for the same 2010 periods.
The average balance of total interest-earning assets for the three months ended March 31, 2011 increased by $1.2 million compared to the three months ended March 31, 2010, while the average yield decreased to 4.41% from 5.01%. The decrease in total interest income of $223,000 for the three months ended March 31, 2011 is comprised of a decrease in interest income of $163,000 on loans receivable and a decrease of $60,000 in interest income on investment securities and other interest-earning assets. Average loan receivable balances decreased by $3.3 million for the three months ended March 31, 2011 compared to the same 2010 period, while the average yield decreased to 4.95% from 5.37%. The average balance of loans decreased as repayment levels on loans exceeded origination volume. The decrease in loan yields is attributable to both a shift in the portfolio composition as well as residential mortgage and home equity loan refinances to lower rates. The makeup of the loan portfolio has shifted, with a greater percentage of loans in residential mortgages and a lesser percentage in commercial purpose loans as well as a shift to home equity lines of credit from fixed rate home equity loans. For the three months ended March 31, 2011, the average balance of securities and other interest-earning assets increased by $4.5 million compared to the same 2010 period, while the average yield decreased to 3.04% from 3.97%. The average balance in investment securities increased primarily due to the reinvestment of funds generated by net loan repayments and the growth in deposits. The shift to investments from loans has also contributed to the decline in the average yield on interest-earning assets.
The average balance of total interest-earning assets for the six months ended March 31, 2011 decreased by $10,000 compared to the six months ended March 31, 2010 while the average yield decreased to 4.43% from 5.05%. The decrease in total interest income of $491,000 for the six months ended March 31, 2011 is comprised of a decrease in interest income of $340,000 on loans receivable and a decrease of $151,000 in interest income from securities and other interest-earning assets. Average loan receivable balances decreased by $5.1 million for the six months ended March 31, 2011 compared to the same 2010 period, while the average yield decreased to 5.03% from 5.38%. For the six months ended March 31, 2011, the average balance of securities and other interest-earning assets increased by $5.1 million compared to the same 2010 period, while the average yield decreased to 2.96% from 4.08%.
The average balance of interest-bearing liabilities decreased by $3.0 million for the three months ended March 31, 2011 compared to same 2010 period, while the average cost decreased to 1.41% from 1.79%. The decrease in total interest expense of $133,000 for the three months ended March 31, 2011 is comprised of a $95,000 decrease in interest expense on deposits and a $38,000 decrease in interest expense on borrowings. Average interest-bearing deposit balances increased by $2.1 million with a decrease in the average cost to 1.32% for the three months ended March 31, 2011, compared to 1.68% for the same 2010 period, while average borrowings decreased by $5.1 million, with a decrease in the average cost to 2.69% from 2.79%.
The average balance of interest-bearing liabilities decreased by $3.4 million for the six months ended March 31, 2011 compared to same 2010 period, while the average cost decreased to 1.45% from 1.88%. The decrease in total interest expense of $305,000 for the six months ended March 31, 2011 is comprised of a $219,000 decrease in interest expense on deposits and an $86,000 decrease in interest expense on borrowings. Average interest-bearing deposit balances increased by $1.7 million with a decrease in the average cost to 1.36% for the six months ended March 31, 2011, compared to 1.75% for the same 2010 period, while average borrowings decreased by $5.1 million, with a decrease in the average cost to 2.93% from 3.10%.
Provision for Loan Losses. The provision for loan losses was $0 and $50,000, respectively, for the three and six month periods ended March 31, 2011, compared to $325,000 and $750,000 for the same periods in 2010. Charge-offs of $151,000 and $726,000 were recorded during the six months ended March 31, 2011 and 2010, respectively. At March 31, 2011, the allowance for loan losses was $3,115,000 (2.71% of the loan portfolio and 62.49% of non-performing loans) compared to $3,208,000 (2.79% of the loan portfolio and 65.32% of non-performing loans) at September 30, 2010. Non-performing loans, consisting of non-accrual loans and accruing loans more than 90 days delinquent, were $5.0 million or 4.34% of total loans at March 31, 2011, compared to $4.9 million or 4.26% at September 30, 2010 and $5.4 million or 4.63% of total loans at March 31, 2010. Management
18
continually monitors and adjusts the allowance for loan losses based upon its analysis of the loan portfolio. This analysis includes an evaluation of known and inherent risks in the loan portfolio, past loss experience, current economic conditions, industry loss reserve levels, adverse situations which may affect the borrower, the estimated value of any underlying collateral and other relevant factors. However, there can be no assurance that additions to the allowance for loan losses will not be required in future periods or that actual losses will not exceed estimated amounts. See also Note 6 – Loans Receivable, Net.
Activity in the allowance for loan losses is summarized as follows:
Three Months Ended | Six Months Ended | |||||||||||||||
March 31, | March 31, | |||||||||||||||
2011
|
2010
|
2011
|
2010
|
|||||||||||||
Balance - beginning
|
$ | 3,187,052 | $ | 2,867,881 | $ | 3,207,851 | $ | 2,919,597 | ||||||||
Provision for loan losses
|
- | 325,000 | 50,000 | 750,000 | ||||||||||||
Charge-offs
|
(79,985 | ) | (249,586 | ) | (150,889 | ) | (726,356 | ) | ||||||||
Recoveries
|
7,623 | 204 | 7,728 | 258 | ||||||||||||
Balance - ending
|
$ | 3,114,690 | $ | 2,943,499 | $ | 3,114,690 | $ | 2,943,499 |
Non-interest Income. Total non-interest income was essentially flat for the three and six months ended March 31, 2011 compared to the same 2010 period, increasing by $1,000 in both periods. Loan fees increased in both periods from increased late charges paid and loan servicing fees collected. Gain on sale of loans increased due to an increase in the volume of loans sold as a result of a strong refinance market in fiscal 2011. Account servicing and other fees decreased in both periods, primarily due to lower non-sufficient and uncollected fund fees.
Non-interest Expense. Non-interest expense decreased $298,000, or 20.5%, to $1,156,000 for the three months ended March 31, 2011, from $1,454,000 for the same period in 2010, and decreased $385,000, or 14.3%, to $2,312,000 for the six months ended March 31, 2011, compared to the same 2010 period, with decreases reflected in most reporting line items. The components of non-interest expense which experienced the most significant changes were decreases in real estate owned expense and other expense. Real estate owned expense decreased by $291,000 and $303,000, respectively, for the three and six months ended March 31, 2011 compared to the same 2010 periods, while other expense decreased by $11,000 and $50,000 in the same periods. The decrease in real estate expense is attributable to a lower level of provisions for losses on our REO properties and decreased holding costs. Other expense decreased primarily due to lower legal, collection and servicing costs on non-performing loans.
Income Taxes. The Company recorded income tax expense of $85,000 and a tax benefit of $121,000 for the three months ended March 31, 2011 and 2010, respectively, reflecting an effective tax rate of 33.7% and tax benefit rate of 42.9%, respectively. For the six months ended March 31, 2011 and 2010, the Company recorded tax expense of $167,000 and a tax benefit of $185,000, respectively, reflecting an effective tax rate of 35.3% and 43.3%, respectively. The variance in effective tax rates is due to permanent book / tax differences.
19
Liquidity and Regulatory Capital Compliance
On March 31, 2011, the Bank was in compliance with its regulatory capital requirements as follows:
(Dollars in thousands)
|
Amount
|
Ratio
|
||||||
Tangible capital
|
$ | 13,961 | 8.45 | % | ||||
Tangible capital requirement
|
2,478 | 1.50 | % | |||||
Excess over requirement
|
$ | 11,483 | 6.95 | % | ||||
Core capital
|
$ | 13,961 | 8.45 | % | ||||
Core capital requirement
|
6,609 | 4.00 | % | |||||
Excess over requirement
|
$ | 7,352 | 4.45 | % | ||||
Risk-based capital
|
$ | 15,166 | 15.31 | % | ||||
Risk-based capital requirement
|
7,923 | 8.00 | % | |||||
Excess over requirement
|
$ | 7,243 | 7.31 | % |
The Company anticipates that it will have sufficient funds available to meet its current commitments. As of March 31, 2011, the Bank had outstanding commitments to fund loans of $1.8 million and commitments on unused lines of credit of $12.5 million. Certificates of deposit scheduled to mature in one year or less as of March 31, 2011 totaled $39.8 million. Based on historical deposit withdrawals and outflows, and on internal monthly deposit reports monitored by management, management believes that a majority of such deposits will remain with the Company.
Additional Key Operating Ratios
At or for the Three Months
|
||||||||
Ended March 31,
|
||||||||
2011 (1)
|
2010 (1)
|
|||||||
Earnings (loss) per common share (2):
|
||||||||
Basic
|
$ | 0.10 | $ | (0.10 | ) | |||
Diluted
|
$ | 0.10 | $ | (0.10 | ) | |||
Return on average assets (1)
|
0.40 | % | (0.38 | )% | ||||
Return on average equity (1)
|
4.15 | % | (3.98 | )% | ||||
Interest rate spread (1)
|
3.00 | % | 3.22 | % | ||||
Net interest margin (1)
|
3.28 | % | 3.53 | % | ||||
Non-interest expense to average assets (1)
|
2.79 | % | 3.46 | % | ||||
Non-performing assets to total assets
|
3.53 | % | 3.99 | % | ||||
Non-performing loans to total loans
|
4.34 | % | 4.63 | % | ||||
Book value per share (3)
|
$ | 9.58 | $ | 9.47 |
(1)
|
The ratios for the three month periods presented are annualized.
|
||
(2)
|
The average number of shares outstanding during the three months ended March 31, 2011
|
||
was 1,653,357 basic and diluted. The average number of shares outstanding during the three
|
|||
months ended March 31, 2010 was 1,644,206 basic and diluted.
|
|||
(3)
|
There were 1,686,527 shares outstanding at March 31, 2011 and March 31, 2010.
|
20
For the Six Months
|
||||||||
Ended March 31,
|
||||||||
2011 (1)
|
2010 (1)
|
|||||||
Earnings (loss) per common share (2):
|
||||||||
Basic
|
$ | 0.19 | $ | (0.15 | ) | |||
Diluted
|
$ | 0.19 | $ | (0.15 | ) | |||
Return on average assets (1)
|
0.37 | % | (0.29 | )% | ||||
Return on average equity (1)
|
3.79 | % | (2.99 | )% | ||||
Interest rate spread (1)
|
2.98 | % | 3.17 | % | ||||
Net interest margin (1)
|
3.27 | % | 3.50 | % | ||||
Non-interest expense to average assets (1)
|
2.79 | % | 3.20 | % |
(1)
|
The ratios for the six month periods presented are annualized.
|
|
(2)
|
The average number of shares outstanding during the six months ended March 31, 2011 was
|
|
1,652,213 basic and diluted. The average number of shares outstanding during the six months
|
||
ended March 31, 2010 was 1,643,063 basic and diluted.
|
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
Not applicable as the Company is a smaller reporting company.
ITEM 4. CONTROLS AND PROCEDURES
(a) Evaluation of disclosure controls and procedures. The Company’s management evaluated, with the participation of the Company’s Chief Executive Officer and Chief Financial Officer, the effectiveness of the Company’s disclosure controls and procedures as of the end of the period covered by this report. Based on this evaluation, the Company's principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
(b) Changes in internal control over financial reporting. During the period under report, there was no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting.
21
ROEBLING FINANCIAL CORP, INC.
Part II
ITEM 1.
|
LEGAL PROCEEDINGS
|
There are various claims and lawsuits in which the Company or the Bank are periodically involved, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans and other issues incident to the Bank’s business. In the opinion of management, no material loss is expected from any of such pending claims or lawsuits.
ITEM 1A.
|
RISK FACTORS
|
Not applicable as the Company is a smaller reporting company.
ITEM 2.
|
UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
|
Period
|
(a) Total Number
of Shares (or
Units) Purchased
|
(b)
Average Price
Paid per Share
(or Unit)
|
(c) Total Number
of Shares (or Units)
Purchased as Part
of Publicly
Announced Plans
or Programs*
|
(d) Maximum Number
(or Approximate Dollar
Value) of Shares (or
Units) that May Yet Be
Purchased Under the
Plans or Programs*
|
January 1 through 31
|
100 **
|
$4.85
|
-
|
63,412
|
February 1 through 28
|
-
|
-
|
-
|
63,412
|
March 1 through 31
|
-
|
-
|
-
|
63,412
|
Total
|
100
|
$4.85
|
-
|
|
*
|
The Company announced the repurchase of up to approximately 85,500 shares on December 13, 2005 and 47,000 shares for the RSP on January 31, 2006.
|
|
**
|
Represents shares purchased for the Deferred Compensation Plan.
|
ITEM 3.
|
DEFAULTS UPON SENIOR SECURITIES
|
Not applicable
ITEM 4.
|
RESERVED
|
ITEM 5.
|
OTHER INFORMATION
|
Not applicable
22
ITEM 6.
|
EXHIBITS
|
|
List of Exhibits:
|
3.1
|
Certificate of Incorporation*
|
3.2
|
Bylaws**
|
4.0
|
Form of Stock Certificate***
|
10.1
|
Directors Consultation and Retirement Plan*******
|
10.2
|
Stock Option Plan****
|
10.3
|
Restricted Stock Plan****
|
10.4
|
Employment Agreement between Janice A. Summers and Roebling Bank********
|
10.5
|
Employment Agreement between Frank J. Travea, III and Roebling Bank********
|
10.6
|
Roebling Financial Corp, Inc. 2006 Stock Option Plan*****
|
10.7
|
Roebling Bank 2006 Restricted Stock Plan*****
|
10.8
|
Directors Change in Control Severance Plan******
|
10.9
|
Directors Deferred Compensation Agreement between John J. Ferry and Roebling Bank*******
|
10.10
|
Directors Deferred Compensation Agreement between George N. Nyikita and Roebling Bank*******
|
10.11
|
Directors Deferred Compensation Agreement between Mark V. Dimon and Roebling Bank********
|
10.12
|
Supervisory Agreement, dated June 17, 2009*********
|
31 Rule 13a-14(a)/15d-14(a) Certifications of Chief Executive Officer and Chief Financial Officer
32 Section 1350 Certification
*
|
Incorporated herein by reference to the Company’s Form 8-A (File No. 0-59069) filed with the Commission on September 30, 2004.
|
|
**
|
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2005.
|
|
***
|
Incorporated herein by reference to the Company’s Registration Statement on Form SB-2 (File No. 333-116312) filed with the Commission on June 9, 2004.
|
|
****
|
Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333- 119839) filed with the Commission on October 20, 2004.
|
|
*****
|
Incorporated herein by reference to Company’s Registration Statement on Form S-8 (File No. 333- 132059) filed with the Commission on February 27, 2006.
|
|
******
|
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-QSB for the quarter ended March 31, 2008.
|
|
*******
|
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2008.
|
|
********
|
Incorporated herein by reference to the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2009.
|
|
*********
|
Incorporated herein by reference to the Company’s Current Report on Form 8-K filed with the Commission on June 18, 2009.
|
23
ROEBLING FINANCIAL CORP, INC.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ROEBLING FINANCIAL CORP, INC.
|
||||
Date:
|
May 13, 2011
|
By:
|
/s/ Frank J. Travea, III
|
|
Frank J. Travea, III
|
||||
President and Chief Executive Officer
|
||||
(Principal Executive Officer)
|
||||
Date:
|
May 13, 2011
|
By:
|
/s/ Janice A. Summers
|
|
Janice A. Summers | ||||
Senior Vice President, Chief Operating Officer and
|
||||
Chief Financial Officer
|
||||
(Principal Financial and Accounting Officer)
|
24