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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549 
____________________________________________
FORM 10-Q
____________________________________________
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the Quarterly Period ended December 31, 2014
Or
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For transition period from              to             
 
Commission File Number 001-35871
 
Westbury Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
____________________________________________
Maryland
 
46-1834307
(State or Other Jurisdiction
of Incorporation)
 
(I.R.S. Employer
Identification Number)
 
 
 
200 South Main Street, West Bend, Wisconsin
 
53095
(Address of Principal Executive Officers)
 
(Zip Code)
 
(262) 334-5563
Registrant’s telephone number, including area code
 
Not Applicable
(Former name or former address, 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  o.
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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x  No  o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer
¨
 
Accelerated filer
¨
 
 
 
 
 
Non-accelerated filer
¨
 
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  o  No  x
Indicate the number of shares outstanding of each of the Issuer’s classes of common stock as of the latest practicable date.
There were 4,924,749 shares of Common Stock, par value $.01 per share, outstanding as of January 30, 2015.



WESTBURY BANCORP, INC. 
Form 10-Q Quarterly Report 
Table of Contents 




PART I
 
ITEM 1.                                           FINANCIAL STATEMENTS

Westbury Bancorp, Inc. and Subsidiary
Consolidated Balance Sheets
December 31, 2014 and September 30, 2014
(Unaudited)
(In Thousands, except share data)

 
December 31,
2014
 
September 30,
2014
Assets
 

 
 

Cash and due from banks
$
10,688

 
$
9,369

Interest-bearing deposits
13,787

 
8,239

Cash and cash equivalents
24,475

 
17,608

Securities available-for-sale
83,180

 
90,346

Securities held to maturity, at amortized cost ($3,025 fair value at December 31, 2014)
3,025

 

Loans held for sale, at lower of cost or fair value
2,082

 
326

Loans, net of allowance for loan losses of $4,224 and $4,072 at December 31 and September 30, respectively
438,172

 
416,874

Federal Home Loan Bank stock, at cost
2,670

 
2,670

Foreclosed real estate
2,333

 
2,355

Real estate held for investment
3,730

 
3,763

Office properties and equipment, net
11,404

 
11,181

Cash surrender value of bank-owned life insurance
12,844

 
12,742

Mortgage servicing rights
1,528

 
1,624

Deferred tax asset
5,406

 
5,702

Other assets
3,765

 
3,504

Total assets
$
594,614

 
$
568,695

Liabilities and Stockholders’ Equity
 

 
 

Liabilities
 

 
 

Deposits
$
472,688

 
$
454,928

Advances from Federal Home Loan Bank
31,000

 
17,000

Advance payments by borrowers for property taxes and insurance
255

 
5,869

Other liabilities
4,145

 
4,411

Total liabilities
508,088

 
482,208

Stockholders’ Equity
 

 
 

Preferred stock $0.01 par value, 50,000,000 shares authorized; none issued or outstanding

 

Common stock $0.01 par value, 100,000,000 shares authorized; 5,346,206 shares issued at December 31, 2014 and September 30, 2014
53

 
53

Additional paid-in capital
49,426

 
49,164

Retained earnings
45,637

 
45,190

Unearned Employee Stock Ownership Plan (ESOP) shares
(3,703
)
 
(3,754
)
Accumulated other comprehensive income (loss)
66

 
(46
)
 Less treasury stock, 326,357 shares at cost, at December 31, 2014 and 271,296 at September 30, 2014
(4,953
)
 
(4,120
)
Total stockholders’ equity
86,526

 
86,487

Total liabilities and stockholders’ equity
$
594,614

 
$
568,695

 
See Notes to Unaudited Consolidated Financial Statements.

2


Westbury Bancorp, Inc and Subsidiary
 
 
 
 
 
 
 
Consolidated Statements of Operations
 
 
 
Three Months Ended December 31, 2014 and 2013 (Unaudited)
 
 
 
(In Thousands, except per share data)
 
 
 
 
Three Months Ended 
 December 31,
 
2014
 
2013
Interest and dividend income:
 

 
 

Loans
$
4,459

 
$
3,978

Investments - nontaxable
17

 
16

Investments - taxable
392

 
495

Interest bearing deposits
12

 
37

Total interest and dividend income
4,880

 
4,526

Interest expense:
 

 
 

Deposits
425

 
424

Advances from the Federal Home Loan Bank
4

 

Total interest expense
429

 
424

Net interest income before provision for loan losses
4,451

 
4,102

Provision for loan losses
350

 
150

Net interest income after provision for loan losses
4,101

 
3,952

Noninterest income:
 

 
 

Service fees on deposit accounts
1,156

 
1,065

Gain on sales of loans, net
69

 
47

Servicing fee income, net of amortization and impairment
37

 
247

Insurance and securities sales commissions
58

 
95

Gain on sales of securities
70

 

Gain on sales of branches and other assets
18

 

Increase in cash surrender value of life insurance
102

 
105

Rental income from real estate operations
128

 
160

Other income
36

 
39

Total noninterest income
1,674

 
1,758

Noninterest expenses:
 

 
 

Salaries and employee benefits
2,381

 
2,297

Commissions
55

 
51

Occupancy
313

 
427

Furniture and equipment
103

 
130

Data processing
781

 
861

Advertising
60

 
67

Real estate held for investment
103

 
152

Net loss from operations and sale of foreclosed real estate
148

 
334

FDIC insurance premiums
105

 
173

Other expenses
1,056

 
1,152

Total noninterest expenses
5,105

 
5,644

Income before income tax expense (benefit)
670

 
66

Income tax expense (benefit)
223

 
(2
)
Net income
$
447

 
$
68

Earnings per share:
 

 
 

Basic
$
0.10

 
$
0.01

Diluted
$
0.10

 
$
0.01

See Notes to Unaudited Consolidated Financial Statements.

3


Westbury Bancorp, Inc. and Subsidiary
 
Consolidated Statements of Comprehensive Income (Loss)
Three Months Ended December 31, 2014 and 2013
(Unaudited)
(In Thousands)
 
 
Three Months Ended 
 December 31,
 
2014
 
2013
Net income
$
447

 
$
68

Other comprehensive income (loss), before tax:
 

 
 

Unrealized gains (losses) on available-for-sale securities
255

 
(496
)
Reclassification adjustment for realized gains included in net income
(70
)
 

Other comprehensive income (loss), before tax
185

 
(496
)
Income tax benefit (expense) related to items of other comprehensive income (loss)
(73
)
 
241

Other comprehensive income (loss), net of tax
112

 
(255
)
Comprehensive income (loss)
$
559

 
$
(187
)
 
See Notes to Unaudited Consolidated Financial Statements.


4


Westbury Bancorp, Inc. and Subsidiary
 
Consolidated Statements of Changes in Stockholders’ Equity
Three Months Ended December 31, 2014 and 2013
(Unaudited)
(In Thousands, except share data)
 
Preferred
Stock
 
Common
Stock
 
Additional
Paid In
Capital
 
Retained
Earnings
 
Unearned
ESOP
Shares
 
Accumulated
Other
Comprehensive
Income (Loss)
 
Treasury Stock
 
Total
Balance, September 30, 2013
$

 
$
51

 
$
48,800

 
$
46,625

 
$
(4,114
)
 
$
(760
)
 
$

 
$
90,602

Net income

 

 

 
68

 

 

 

 
68

Other comprehensive loss, net of tax

 

 

 

 

 
(255
)
 

 
(255
)
Allocation of 20,570 shares by ESOP

 

 
81

 

 
206

 

 

 
287

Balance, December 31, 2013
$

 
$
51

 
$
48,881

 
$
46,693

 
$
(3,908
)
 
$
(1,015
)
 
$

 
$
90,702

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Balance, September 30, 2014
$

 
$
53

 
$
49,164

 
$
45,190

 
$
(3,754
)
 
$
(46
)
 
$
(4,120
)
 
$
86,487

Net income

 

 

 
447

 

 

 

 
447

Other comprehensive income, net of tax

 

 

 

 

 
112

 

 
112

Repurchase of 55,061 shares of common stock

 

 

 

 

 

 
(833
)
 
(833
)
Stock based compensation expense

 

 
201

 

 

 

 

 
201

Commitment to be allocated of 5,142 ESOP shares
 
 
 
 
61

 
 
 
51

 
 
 

 
112

Balance, December 31, 2014
$

 
$
53

 
$
49,426

 
$
45,637

 
$
(3,703
)
 
$
66

 
$
(4,953
)
 
$
86,526

 
See Notes to Unaudited Consolidated Financial Statements.


5



Westbury Bancorp, Inc. and Subsidiary
 
 
 
 
 
 
 
Consolidated Statements of Cash Flows
 
 
 
Three Months Ended December 31, 2014 and 2013 (Unaudited)
 
 
 
(In Thousands)
 
 
 
 
Three Months Ended 
 December 31,
 
2014
 
2013
Cash Flows From Operating Activities
 

 
 

Net income
$
447

 
$
68

Adjustments to reconcile net income to net cash used in operating activities:
 

 
 

Provision for loan losses
350

 
150

Depreciation and amortization
145

 
200

            Depreciation on real estate held for investment
33

 
49

Net amortization of securities premiums and discounts
149

 
180

Amortization and impairment of mortgage servicing rights
96

 
(94
)
Capitalization of mortgage servicing rights

 
(1
)
Gain on sales of available-for-sale securities
(70
)
 

Gain on sales of branches and other assets
(18
)
 

Loss on sale of foreclosed real estate
79

 
150

Write-down of foreclosed real estate
57

 
115

Loans originated for sale
(6,819
)
 
(2,490
)
Proceeds from sale of loans
5,132

 
3,437

Gain on sale of loans, net
(69
)
 
(47
)
ESOP compensation expense
112

 
95

Stock based compensation expense
201

 

Deferred income taxes
224

 
22

Increase in cash surrender value of life insurance
(102
)
 
(105
)
Net change in:
 

 
 

Other assets
(243
)
 
(579
)
Other liabilities and advance payments by borrowers for property taxes and insurance
(5,880
)
 
(5,249
)
Net cash used in operating activities
(6,176
)
 
(4,099
)
Cash Flows From Investing Activities
 

 
 

Purchases of securities available-for-sale
(8,189
)
 
(6,394
)
Proceeds from sales of securities available-for-sale
12,084

 

Proceeds from maturities, prepayments, and calls of securities available-for-sale
3,376

 
2,508

Purchases of securities held to maturity
(3,025
)
 

Proceeds from sale of real estate held for investment

 
49

Net increase in loans
(21,967
)
 
(4,150
)
Purchases of office properties and equipment
(368
)
 
(131
)
Proceeds from sales of foreclosed real estate
205

 
569

Net cash used in investing activities
(17,884
)
 
(7,549
)
Cash Flows From Financing Activities
 

 
 

Net increase (decrease) in deposits
17,760

 
(2,353
)
Increase in Federal Home Loan Bank borrowings
14,000

 

Purchase of Company treasury stock
(833
)
 

Net cash provided by (used in) financing activities
30,927

 
(2,353
)
Net increase (decrease) in cash and cash equivalents
6,867

 
(14,001
)
Cash and cash equivalents at beginning
17,608

 
47,665

Cash and cash equivalents at end
$
24,475

 
$
33,664

Supplemental Disclosures of Cash Flow Information
 

 
 

Interest paid (including amounts credited to deposits)
$
428

 
$
422

Supplemental Schedules of Noncash Investing Activities
 

 
 

Loans receivable transferred to foreclosed real estate
$
319

 
$
369

 
See Notes to Unaudited Consolidated Financial Statements.

6


Westbury Bancorp, Inc. and Subsidiary
 
Notes to Unaudited Consolidated Financial Statements
(Dollars in Thousands, except per share data)
 
Note 1.                                 Basis of Presentation

 The accompanying unaudited consolidated financial statements of Westbury Bancorp, Inc. and its wholly-owned subsidiary, Westbury Bank, (the "Bank", and collectively, the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X.  Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.
 
The preparation of 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 as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period.  Estimates used in the preparation of the financial statements are based on various factors including the current interest rate environment and the general strength of the local economy.  Changes in the overall interest rate environment can significantly affect the Company’s net interest income and the value of its recorded assets and liabilities.  Actual results could differ from those estimates used in the preparation of the financial statements.  Certain prior period amounts have been reclassified to conform to current period presentation.  These reclassifications did not result in any changes to previously reported net income or stockholders’ equity.
 
In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the Company’s financial condition as of December 31, 2014 and September 30, 2014 and the results of operations and cash flows for the interim periods ended December 31, 2014 and 2013.  All interim amounts are unaudited, and the results of operations for the interim periods herein are not necessarily indicative of the results of operations to be expected for the year.  These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended September 30, 2014 filed as part of Westbury Bancorp, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2014.
 
The Jumpstart Our Business Startups Act (the JOBS Act), which was signed into law on April 5, 2012, has made numerous changes to the federal securities laws to facilitate access to capital markets. Under the JOBS Act, a company with total annual gross revenues of less than $1.0 billion during its most recently completed fiscal year qualifies as an “emerging growth company.” The Company qualifies as an “emerging growth company” and believes that it will continue to qualify as an “emerging growth company” until five years from the completion of the stock offering.

As an “emerging growth company,” the Company has elected to use the extended transition period to delay adoption of new or revised accounting pronouncements applicable to public companies until such pronouncements are made applicable to private companies. Accordingly, the financial statements may not be comparable to the financial statements of companies that comply with such new or revised accounting standards.

Note 2.                                 Recent Accounting Developments
 
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss or a Tax Credit Carrryforward Exists. ASU 2013-11 is intended to clarify the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carrryforward exists. This presentation had not been addressed in Topic 740 and there was diversity in reporting practices in those instances. ASU 2013-11 requires an unrecognized tax benefit to be presented as a liability and not netted against a deferred tax asset. ASU 2013-11 is effective for reporting periods beginning after December 15, 2014. Adoption by the Company is not expected to have an impact on the consolidated financial statements and related disclosures.

In January 2014, the FASB issued ASU 2014-04, Receivables (Topic 310) - Troubled Debt Restructurings by Creditors. ASU 2014-04 is intended to reduce diversity by clarifying when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. ASU 2014-04 is effective for annual periods beginning after December 15, 2014, and interim periods within annual periods beginning after December 15, 2015. Adoption by the Company is not expected to have a material impact on the consolidated financial statements and related disclosures.


7


In May 2014, the FASB issued ASU 2014-09, Revenue from Contracts with Customers (Topic 606). ASU 2014-09 is intended to clarify the principles for recognizing revenue and to develop a common revenue standard for U.S. GAAP. ASU 2014-09 is effective for annual reporting periods beginning after December 15, 2017 and interim periods within annual periods beginning after December 15, 2018. Adoption by the Company is not expected to have a material impact on the consolidated financial statements and related disclosures.

In June 2014, the FASB issued ASU 2014-11, Transfers and Servicing (Topic 860) - Repurchase-to-Maturity Transactions, Repurchase Financings, and Disclosures. ASU 2014-11 is intended to clarify the accounting for and improve the disclosures related to repurchase-to-maturity transactions and repurchase financings. ASU 2014-11 is effective for the first interim or annual period beginning after December 15, 2015. Adoption by the Company is not expected to have a material impact on the consolidated financial statements and related disclosures.

In June 2014, the FASB issued ASU 2014-12, Compensation - Stock Compensation (Topic 718) - Accounting for Share-Based Payments When the Terms of an Award Provide That a Performance Target Could Be Achieved After the Requisite Service Period. ASU 2014-12 is intended to clarify the accounting for the timing of expense recognition related to employee share-based payments in which a performance target that effects vesting could be achieved after the requisite service period. ASU 2014-12 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Adoption by the Company is not expected to have a material impact on the consolidated financial statements and related disclosures.

In August 2014, the FASB issued ASU 2014-14, Receivables - Troubled Debt Restructuring by Creditors (Topic 310) - Classification of Certain Government-Guaranteed Mortgage Loans Upon Foreclosure. ASU 2014-14 is intended to clarify the accounting for and improve the consistency of balance sheet classification of certain foreclosed mortgage loans that are either fully or partially guaranteed under government programs. Greater consistency in classification of such mortgage loans upon foreclosure is expected to provide more decision-useful information about a creditor's foreclosed mortgage loans that are expected to be recovered, at least in part, through government guarantees. ASU 2014-14 is effective for annual periods and interim periods within those annual periods beginning after December 15, 2015. Adoption by the Company is not expected to have a material impact on the consolidated financial statements and related disclosures.





8




Note 3.                                 Earnings Per Share
 
Earnings per common share is computed using the two-class method. Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding, adjusted for weighted average unallocated ESOP shares, during the applicable period, excluding outstanding participating securities. Participating securities include non-vested restricted stock awards and restricted stock units, though no actual shares of common stock related to restricted stock units are issued until the settlement of such units, to the extent holders of these securities receive non-forfeitable dividends or dividend equivalents at the same rate as holders of the Company's common stock. Diluted earnings per share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method.
 
The following table presents a reconciliation of the number of shares used in the calculation of basic and diluted earnings per common share (in thousands, except share and per share data).
 
 
Three Months Ended
December 31,
 
2014
 
2013
Net income
$
447

 
$
68

Basic potential common shares:
 

 
 
Weighted average shares outstanding
4,833,308

 
5,142,541

Weighted average unallocated ESOP shares
(373,692
)
 
(393,119
)
Basic weighted average shares outstanding
4,459,616

 
4,749.422

Dilutive effect of equity awards
15,975

 

Diluted weighted average shares outstanding
4,475,591

 
4,749,422

Basic income per share
$
0.10

 
$
0.01

Diluted income per share
$
0.10

 
$
0.01



9




Note 4.                                 Investment Securities
 
The amortized cost and fair value of investment securities are summarized as follows:
 
 
December 31, 2014
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
(Losses)
 
Fair
Value
Available for Sale
 
 
 
 
 
 
 
U.S. Government and agency securities
$

 
$

 
$

 
$

U.S. Government agency residential mortgage-backed securities
38,329

 
445

 
(181
)
 
38,593

U.S. Government agency collateralized mortgage obligations
5,233

 
26

 
(56
)
 
5,203

U.S. Government agency commercial mortgage-backed securities
12,614

 
25

 
(82
)
 
12,557

Municipal securities
26,895

 
110

 
(178
)
 
26,827

Total Available for Sale
83,071

 
606

 
(497
)
 
83,180

Held to Maturity
 
 
 
 
 
 
 
Municipal securities
3,025

 

 

 
3,025

Total Investment Securities
$
86,096

 
$
606


$
(497
)

$
86,205

 
September 30, 2014
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
(Losses)
 
Fair
Value
Available for Sale
 
 
 
 
 
 
 
U.S. Government and agency securities
$
5,250

 
$

 
$
(71
)
 
$
5,179

U.S. Government agency residential mortgage-backed securities
37,144

 
389

 
(337
)
 
37,196

U.S. Government agency collateralized mortgage obligations
3,458

 
30

 
(56
)
 
3,432

U.S. Government agency commercial mortgage-backed securities
10,835

 
11

 
(94
)
 
10,752

Municipal securities
33,735

 
280

 
(228
)
 
33,787

 Total Available for Sale
90,422

 
710

 
(786
)
 
90,346

Held to Maturity
 
 
 
 
 
 
 
Municipal securities

 

 

 

Total Investment Securities
$
90,422

 
$
710

 
$
(786
)
 
$
90,346



10



The amortized cost and fair value of investment securities, by contractual maturity at December 31, 2014 are shown in the following table.  Actual maturities differ from contractual maturities for mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalty.  Therefore, these securities are not presented in the maturity categories in the table below.
 
 
December 31, 2014
 
Amortized Cost
 
Fair Value
Available for sale:
 
 
 
Due in one year or less
$
2,562

 
$
2,565

Due after one year through five years
14,064

 
14,056

Due after five years through ten years
7,600

 
7,582

Due after ten years
2,669

 
2,624

U.S. Government agency collateralized mortgage obligations
5,233

 
5,203

U.S. Government agency residential mortgage-backed securities
38,329

 
38,593

U.S. Government agency commercial mortgage-backed securities
12,614

 
12,557

 
83,071

 
83,180

 
 
 
 
Held to maturity:
 
 
 
Due in one year or less
566

 
566

Due after one year through five years
679

 
679

Due after five years through ten years
929

 
929

Due after ten years
851

 
851

 
3,025

 
3,025

Total
$
86,096

 
$
86,205

 
Proceeds from sales of investment securities during the three months ended December 31, 2014 and 2013, were $12,084 and $0, respectively. Gross realized gains, during the three months ended December 31, 2014 and 2013, on these sales amount to $111 and $0, respectively. Gross realized losses on theses sales were $41 and $0, during the three months ended December 31, 2014 and 2013 respectively.

There were no securities that were pledged to secure treasury, tax, and loan deposits and other purposes required or permitted by law at December 31, 2014 and September 30, 2014.

11



Information pertaining to securities with gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are summarized as follows:
 
 
December 31, 2014
 
Less than 12 Months
 
12 Months or Longer
 
Total
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
U.S. Government and agency securities
$

 
$

 
$

 
$

 
$

 
$

U.S. Government agency residential mortgage-backed securities
7,262

 
(17
)
 
10,169

 
(164
)
 
17,431

 
(181
)
U.S. Government agency collateralized mortgage obligations
2,047

 
(11
)
 
844

 
(45
)
 
2,891

 
(56
)
U.S Government agency commercial mortgage-backed securities
8,035

 
(65
)
 
1,033

 
(17
)
 
9,068

 
(82
)
Municipal securities
7,270

 
(25
)
 
9,789

 
(153
)
 
17,059

 
(178
)
 
$
24,614

 
$
(118
)
 
$
21,835

 
$
(379
)
 
$
46,449

 
$
(497
)
 
 
September 30, 2014
 
Less than 12 Months
 
12 Months or Longer
 
Total
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
 
Fair
Value
 
Unrealized
Loss
U.S. Government and agency securities
$

 
$

 
$
5,179

 
$
(71
)
 
$
5,179

 
$
(71
)
U.S. Government agency residential mortgage-backed securities
9,617

 
(54
)
 
13,075

 
(283
)
 
22,692

 
(337
)
U.S. Government agency collateralized mortgage obligations

 

 
891

 
(56
)
 
891

 
(56
)
U.S. Government agency commercial mortgage-backed securities
6,235

 
(73
)
 
1,033

 
(21
)
 
7,268

 
(94
)
Municipal securities
3,046

 
(8
)
 
13,621

 
(220
)
 
16,667

 
(228
)
 
$
18,898

 
$
(135
)
 
$
33,799

 
$
(651
)
 
$
52,697

 
$
(786
)
 
At December 31, 2014, the investment portfolio included 45 securities available-for-sale which had been in an unrealized loss position for more than twelve months and 43 securities available-for-sale which had been in an unrealized loss position for less than twelve months. These securities are considered to be acceptable credit risks.  Based upon an evaluation of the available evidence, including recent changes in market rates, credit rating information and information obtained from regulatory filings, management believes the decline in fair value for these securities is temporary.  The Company does not have any current requirement to sell and does not intend to sell these securities prior to any anticipated recovery in fair value.
 
At September 30, 2014, the investment portfolio included 63 securities available-for-sale which had been in an unrealized loss position for greater than twelve months and 25 securities available-for-sale which had been in an unrealized loss position for less than twelve months.


12


Note 5.                                 Loans
 
A summary of the balances of loans follows:
 
 
December 31,
2014
 
September 30,
2014
Real estate:
 

 
 

Single family
$
148,067

 
$
135,337

Multifamily
82,981

 
76,396

Commercial real estate
139,554

 
135,121

Construction and land development
19,127

 
16,362

Total real estate
389,729

 
363,216

Commercial business
32,477

 
37,675

Consumer:
 

 
 

Home equity lines of credit
14,126

 
14,275

Education
4,560

 
4,694

Other
1,828

 
1,321

Total consumer
20,514

 
20,290

Total loans
442,720

 
421,181

Less:
 

 
 

Net deferred loan fees
324

 
235

Allowance for loan losses
4,224

 
4,072

Net loans
$
438,172

 
$
416,874


The following tables present the contractual aging of the recorded investment in past due loans by class of loans as of December 31, 2014 and September 30, 2014:
 
December 31, 2014
 
Current
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Loans Past
Due 90 Days
or More
 
Total
Single family
 
$
146,817

 
$
746

 
$
119

 
$
385

 
$
148,067

Multifamily
 
82,981

 

 

 

 
82,981

Commercial real estate
 
139,428

 

 

 
126

 
139,554

Construction and land development
 
19,096

 
31

 

 

 
19,127

Commercial business
 
32,477

 

 

 

 
32,477

Consumer and other:
 
 

 
 

 
 

 
 

 
 

Home equity lines of credit
 
13,816

 
24

 

 
286

 
14,126

Education
 
4,310

 
73

 
77

 
100

 
4,560

Other
 
1,828

 

 

 

 
1,828

 
 
$
440,753

 
$
874

 
$
196

 
$
897

 
$
442,720

 

13


September 30, 2014
 
Current
 
30-59 Days
Past Due
 
60-89 Days
Past Due
 
Loans Past
Due 90 Days
or More
 
Total
Single family
 
$
133,102

 
$
1,623

 
$
162

 
$
450

 
$
135,337

Multifamily
 
76,396

 

 

 

 
76,396

Commercial real estate
 
134,584

 
178

 
163

 
196

 
135,121

Construction and land development
 
16,362

 

 

 

 
16,362

Commercial business
 
37,653

 

 

 
22

 
37,675

Consumer and other:
 
 

 
 

 
 

 
 

 
 

Home equity lines of credit
 
13,918

 
228

 

 
129

 
14,275

Education
 
4,502

 
28

 
44

 
120

 
4,694

Other
 
1,319

 

 

 
2

 
1,321

 
 
$
417,836

 
$
2,057

 
$
369

 
$
919

 
$
421,181

 
There were no loans past due ninety days or more still accruing interest as of December 31, 2014 and September 30, 2014.
 
The following table presents the recorded investment in nonaccrual loans by class of loans as of December 31, 2014 and September 30, 2014:
 
 
December 31,
2014
 
September 30,
2014
Single family
$
530

 
$
791

Multifamily

 

Commercial real estate
275

 
350

Construction and land development

 

Commercial business

 
22

Consumer and other:
 
 
 
Home equity lines of credit
302

 
145

Education
100

 
120

Other

 
2

 
$
1,207

 
$
1,430

 
As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management categorizes loans into risk categories based on relevant information about the ability of the borrowers to service their debt and comply with various terms of their loan agreements.  The Company considers current financial information, historical payment experience, credit documentation, public information and current economic trends.  Generally, all sizeable credits receive a financial review no less than annually to monitor and adjust, if necessary, the credit’s risk profile.  Credits classified as watch and special mention generally receive a review more frequently than annually.
 
The Company categorizes loans into the following risk categories based on relevant information about the ability of borrowers to service their debt:
 
Pass — A pass asset is well protected by the current worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less costs to acquire and sell in a timely manner, of any underlying collateral.
 
Watch — A watch asset has potential weaknesses that deserve management’s close attention.  If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date.  Watch assets are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.
 
Special Mention — A special mention asset has characteristics of deterioration in quality exhibited by any number of well-defined weaknesses requiring significant corrective action.  The repayment ability of the borrower has not been validated, or has become marginal or weak and the loan may have exhibited some overdue payments or payment extensions and/or renewals.
 

14


Substandard — A substandard asset is an asset with a well-defined weakness that jeopardizes repayment in whole or in part, of the debt.  These credits are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged.  These assets are characterized by the distinct possibility that the Company will or has sustained some loss of principal and/or interest if the deficiencies are not corrected.

Doubtful — A doubtful asset is an asset that has all the weaknesses inherent in the substandard classification with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable.  These credits have a high probability for loss, yet because certain important and reasonably specific pending factors may work toward the strengthening of the asset, its classification of loss is deferred until its more exact status can be determined.
 
Homogeneous loan types are assessed for credit quality based on the contractual aging status of the loan and payment activity.  In certain cases, based upon payment performance, the loan being related with another commercial type loan or for other reasons, a loan may be categorized into one of the risk categories noted above, unless such loan carries private mortgage insurance (PMI).  Such assessment is completed at the end of each reporting period.
 
The following tables present the risk category of loans evaluated by internal asset classification based on the most recent analysis performed and the contractual aging as of December 31, 2014 and September 30, 2014:
 
December 31, 2014
 
Pass
 
Watch
 
Special Mention
 
Substandard
 
Doubtful
 
Total
Single family
 
$
145,083

 
$
1,309

 
$
117

 
$
1,558

 
$

 
$
148,067

Multifamily
 
79,640

 
2,742

 
442

 
157

 

 
82,981

Commercial real estate
 
131,737

 
5,385

 
853

 
1,579

 

 
139,554

Construction and land development
 
19,122

 

 

 
5

 

 
19,127

Commercial business
 
28,988

 
3,419

 

 
70

 

 
32,477

Consumer and other:
 
 

 
 

 
 

 
 

 
 

 
 

Home equity lines of credit
 
13,782

 

 

 
344

 

 
14,126

Education
 
4,560

 

 

 

 

 
4,560

Other
 
1,828

 

 

 

 

 
1,828

Total
 
$
424,740

 
$
12,855

 
$
1,412

 
$
3,713

 
$

 
$
442,720

 
September 30, 2014
 
Pass
 
Watch
 
Special Mention
 
Substandard
 
Doubtful
 
Total
Single family
 
$
132,067

 
$
1,317

 
$
118

 
$
1,835

 
$

 
$
135,337

Multifamily
 
73,876

 
1,915

 
445

 
160

 

 
76,396

Commercial real estate
 
126,319

 
6,117

 
858

 
1,827

 

 
135,121

Construction and land development
 
16,357

 

 

 
5

 

 
16,362

Commercial business
 
34,112

 
3,459

 

 
104

 

 
37,675

Consumer and other:
 
 

 
 

 
 

 
 

 
 

 
 

Home equity lines of credit
 
14,088

 

 

 
187

 

 
14,275

Education
 
4,694

 

 

 

 

 
4,694

Other
 
1,319

 

 

 
2

 

 
1,321

 
 
$
402,832

 
$
12,808

 
$
1,421

 
$
4,120

 
$

 
$
421,181



15


The following tables provide additional detail of the activity in the allowance for loan losses, by portfolio segment, for the three months ended December 31, 2014 and 2013:
 
Three Months Ended
December 31, 2014
 
Single Family
 
Multifamily
 
Commercial
Real Estate
 
Construction and
Land Development
 
Commercial
Business
 
Consumer
and Other
 
Total
Allowance for loan losses:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Beginning balance
 
$
1,072

 
$
757

 
$
1,412

 
$
301

 
$
454

 
$
76

 
$
4,072

Provision for loan losses
 
103

 
175

 
15

 
66

 
(34
)
 
25

 
350

Loans charged-off
 
(161
)
 

 
(48
)
 

 
(14
)
 
(2
)
 
(225
)
Recoveries
 
11

 

 
9

 

 
6

 
1

 
27

Ending balance
 
$
1,025

 
$
932

 
$
1,388

 
$
367

 
$
412

 
$
100

 
$
4,224

Period-ended amount allocated for:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
 
$
45

 
$

 
$

 
$

 
$

 
$
58

 
$
103

Collectively evaluated for impairment
 
980

 
932

 
1,388

 
367

 
412

 
42

 
4,121

Ending Balance
 
$
1,025

 
$
932

 
$
1,388

 
$
367

 
$
412

 
$
100

 
$
4,224

Loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
 
$
1,542

 
$
1,894

 
$
558

 
$

 
$

 
$
360

 
$
4,354

Collectively evaluated for impairment
 
146,525

 
81,087

 
138,996

 
19,127

 
32,477

 
20,154

 
438,366

Ending Balance
 
$
148,067

 
$
82,981

 
$
139,554

 
$
19,127

 
$
32,477

 
$
20,514

 
$
442,720

 
Three Months Ended
December 31, 2013
 
Single Family
 
Multifamily
 
Commercial
Real Estate
 
Construction and
Land Development
 
Commercial
Business
 
Consumer
and Other
 
Total
Allowance for loan losses:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Beginning balance
 
$
1,873

 
$
165

 
$
1,501

 
$
374

 
$
211

 
$
142

 
$
4,266

Provision for loan losses
 
6

 
(27
)
 
213

 
(203
)
 
154

 
7

 
150

Loans charged-off
 
(296
)
 

 
(232
)
 

 
(159
)
 
(27
)
 
(714
)
Recoveries
 
15

 

 
11

 

 
14

 
1

 
41

Ending balance
 
$
1,598

 
$
138

 
$
1,493

 
$
171

 
$
220

 
$
123

 
$
3,743

Period-ended amount allocated for:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
 
$

 
$
66

 
$
198

 
$

 
$

 
$
60

 
$
324

Collectively evaluated for impairment
 
1,598

 
72

 
1,295

 
171

 
220

 
63

 
3,419

Ending Balance
 
$
1,598

 
$
138

 
$
1,493

 
$
171

 
$
220

 
$
123

 
$
3,743

Loans:
 
 

 
 

 
 

 
 

 
 

 
 

 
 

Individually evaluated for impairment
 
$
2,598

 
$
3,202

 
$
2,068

 
$

 
$

 
$
179

 
$
8,047

Collectively evaluated for impairment
 
131,021

 
46,516

 
112,843

 
10,014

 
24,040

 
17,872

 
$
342,306

Ending Balance
 
$
133,619

 
$
49,718

 
$
114,911

 
$
10,014

 
$
24,040

 
$
18,051

 
$
350,353

 
 
 

 

16



The following tables present additional detail of impaired loans, segregated by segment, as of and for the three month periods ended December 31, 2014 and 2013.  The unpaid principal balance represents the recorded balance prior to any partial charge-offs.  The recorded investment represents customer balances net of any partial charge-offs recognized on the loans.  The interest income recognized column represents all interest income reported on either a cash or accrual basis after the loan became impaired.
 
 
 
 
 
 
 
 
 
Three months ended
December 31, 2014
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Allowance for
Loan Losses
Allocated
 
Average
Recorded
Investment
 
Interest
Income
Recognized
With no related allowance recorded: 
 
 

 
 

 
 

 
 

 
 

Single family
 
$
1,363

 
$
1,148

 
$

 
$
1,274

 
$
11

Multifamily
 
1,998

 
1,894

 

 
3,484

 
20

Commercial real estate
 
629

 
558

 

 
1,118

 
8

Construction and land development
 

 

 

 

 

Commercial business
 

 

 

 

 

Consumer and other
 
401

 
302

 

 
223

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

Single family
 
417

 
394

 
45

 
758

 
3

Multifamily
 

 

 

 
86

 

Commercial real estate
 

 

 

 
90

 

Construction and land development
 

 

 

 
96

 

Commercial business
 

 

 

 

 

Consumer and other
 
58

 
58

 
58

 
60

 
1

 
 
$
4,866

 
$
4,354

 
$
103

 
$
7,189


$
43

 
 
 
 
 
 
 
 
 
Three months ended
December 31, 2013
 
Unpaid
Principal
Balance
 
Recorded
Investment
 
Allowance for
Loan Losses
Allocated
 
Average
Recorded
Investment
 
Interest
Income
Recognized
With no related allowance recorded: 
 
 

 
 

 
 

 
 

 
 

Single family
 
$
3,718

 
$
2,598

 
$

 
$
1,999

 
$
32

Multifamily
 
3,399

 
3,033

 

 
4,053

 
28

Commercial real estate
 
1,939

 
1,870

 

 
1,773

 
54

Construction and land development
 

 

 

 

 

Commercial business
 

 

 

 

 

Consumer and other
 
336

 
119

 

 
131

 

With an allowance recorded:
 
 

 
 

 
 

 
 

 
 

Single family
 

 

 

 
561

 

Multifamily
 
169

 
169

 
66

 
171

 
7

Commercial real estate
 
198

 
198

 
198

 
189

 
4

Construction and land development
 

 

 

 
96

 

Commercial business
 

 

 

 

 

Consumer and other
 
60

 
60

 
60

 
61

 
3

 
 
$
9,819

 
$
8,047

 
$
324

 
$
9,034

 
$
128



17



The following is a summary of troubled debt restructured loans (TDRs) at December 31, 2014 and September 30, 2014:
 
 
December 31, 2014
 
September 30,
2014
Troubled debt restructurings - accrual
$
3,480

 
$
3,507

Troubled debt restructurings - nonaccrual

 
195

 
$
3,480

 
$
3,702

 
Modifications of loan terms in a TDR are generally in the form of an extension of payment terms or lowering of the interest rate, although occasionally the Company has reduced the outstanding principal balance.
 
The following tables presents information related to loans modified in a TDR, by class, during the three months ended December 31, 2014 and 2013:
 
 
Three Months Ended December 31, 2014
 
 
 
Unpaid
Principal
Balance
(at End of Period)
 
Balance in the ALLL
 
Number of
Modifications
 
 
Prior to
Modification
 
At Period End
Single family

 
$

 
$

 
$

 

 
$

 
$

 
$


 
Three Months Ended December 31, 2013
 
 
 
Unpaid
Principal
Balance
(at End of Period)
 
Balance in the ALLL
 
Number of
Modifications
 
 
Prior to
Modification
 
At Period End
Single family
1

 
$
88

 
$

 
$

 
1

 
$
88

 
$

 
$



18



 


The following table presents a summary of loans modified in a TDR during the three months ended December 31, 2014 and 2013 by class and by type of modification:

 
 
Principal and
Interest to
Interest Only
 
Interest Rate Reduction
 
Adjusted
Amortization
Period
 
Reduced
Principal
Balance
 
 
 
 
Three Months Ended
December 31, 2014
 
 
To Below
Market Rate
 
To Interest
Only
 
 
 
Other (1)
 
Total
Single family
 
$

 
$

 
$

 
$

 
$

 
$

 
$

 
 
$

 
$

 
$

 
$

 
$

 
$

 
$

 
 
 
Principal and
Interest to
Interest Only
 
Interest Rate Reduction
 
Adjusted
Amortization
Period
 
Reduced
Principal
Balance
 
 
 
 
Three Months Ended
December 31, 2013
 
 
To Below
Market Rate
 
To Interest
Only
 
 
 
Other (1)
 
Total
Single family
 
$

 
$

 
$

 
$

 
$

 
$
88

 
$
88

 
 
$

 
$

 
$

 
$

 
$

 
$
88

 
$
88

 
___________________________________________________________
(1) Other modifications primarily include capitalization of property taxes.

There were no re-defaults of TDR that occurred during the three months ended December 31, 2014 and 2013.
 
Certain of the Bank’s officers, employees, directors, and their associates are loan customers of the Bank.  As of December 31, 2014 and September 30, 2014, loans of approximately $5,120 and $4,653, respectively, were outstanding to such parties.  These loans were made on substantially the same terms as those prevailing for comparable transactions with other persons and do not involve more than the normal risk of collectability.

An analysis of such loans is as follows:
 
Three Months Ended December 31, 2014
 
 
Balance, beginning
$
4,653

New loans originated
511

Draws on lines of credit
99

Principal repayments
(143
)
Balance, ending
$
5,120



19


Note 6.                                 Deposits
 
The following table presents the composition of deposits as of:

 
December 31, 2014
 
September 30, 2014
 
Amount
 
Percent
 
Amount
 
Percent
Checking Accounts:
 

 
 

 
 

 
 

Noninterest bearing
$
88,628

 
18.75
%
 
$
77,790

 
17.10
%
Interest bearing
134,486

 
28.45
%
 
132,925

 
29.22
%
 
223,114

 
47.20
%
 
210,715

 
46.32
%
Passbook and Statement Savings
120,422

 
25.48
%
 
122,227

 
26.87
%
Variable Rate Money Market Accounts
31,901

 
6.75
%
 
25,615

 
5.63
%
Certificates of Deposit
97,251

 
20.57
%
 
96,371

 
21.18
%
 
$
472,688

 
100.00
%
 
$
454,928

 
100.00
%
 
Certificates of deposit over one hundred thousand dollars totaled $38,460 and $34,853 as of December 31, 2014 and September 30, 2014, respectively.
 
Note 7.                                 Regulatory Capital
 
The Bank is subject to various regulatory capital requirements administered by 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 Bank’s 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 Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices.  The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.  Prompt corrective action provisions are not applicable to bank holdings companies.
 
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 Tier 1 capital (as defined) to average assets (as defined).  As of December 31, 2014 and September 30, 2014, the Bank is well capitalized under prompt corrective action regulations.
 

20



The Bank’s actual capital amounts and ratios and those required by the above regulatory standards are as follows:
  
At December 31, 2014
Actual
 
For Capital Adequacy
Purposes
 
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
Total capital (to risk-weighted assets) - Westbury Bank
$
66,312

 
15.81
%
 
$
33,554

 
8.00
%
 
$
41,943

 
10.00
%
Tier 1 capital (to risk-weighted assets) - Westbury Bank
62,088

 
14.81
%
 
16,769

 
4.00
%
 
25,154

 
6.00
%
Tier 1 capital (to adjusted total assets) - Westbury Bank
62,088

 
10.79
%
 
23,017

 
4.00
%
 
28,771

 
5.00
%


 
At September 30, 2014
Actual
 
For Capital Adequacy
Purposes
 
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
 
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
Total capital (to risk-weighted assets) - Westbury Bank
$
65,181

 
16.18
%
 
$
32,228

 
8.00
%
 
$
40,285

 
10.00
%
Tier 1 capital (to risk-weighted assets) - Westbury Bank
61,109

 
15.17
%
 
16,113

 
4.00
%
 
24,170

 
6.00
%
Tier 1 capital (to adjusted total assets) - Westbury Bank
61,109

 
11.13
%
 
21,962

 
4.00
%
 
27,452

 
5.00
%
 
The following table reconciles the Bank’s stockholders’ equity to regulatory capital as of December 31, 2014 and September 30, 2014:
 
 
December 31,
2014
 
September 30,
2014
Stockholders’ equity of the Bank
$
68,282

 
$
67,529

Less: Disallowed servicing assets
(153
)
 
(162
)
Unrealized gain (loss) on securities
(69
)
 
33

Disallowed investment in subsidiary
(3,296
)
 
(3,296
)
Disallowed deferred tax assets
(2,676
)
 
(2,995
)
Tier 1 capital and tangible capital
62,088

 
61,109

Plus: Allowable general valuation allowances
4,224

 
4,072

Risk-based capital
$
66,312

 
$
65,181

 
Note 8.                          Commitments
 
The Company is a party to financial instruments with off-balance-sheet risk in the normal course of business to meet the financing needs of its customers.  These financial instruments include commitments to extend credit and involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets.  The contractual amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.
 
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit is represented by the contractual amount of those instruments.  The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
 

21



The following instruments were outstanding whose contract amounts represent credit risk:
 
 
December 31, 2014
 
September 30,
2014
Commitments to extend mortgage credit:
 

 
 

Fixed rate
$
938

 
$
960

Adjustable rate
1,437

 
3,339

Unused commercial loan and home equity lines of credit
90,444

 
61,325

Standby letters of credit
967

 
422

Commitment to sell loans
2,082

 
326


Commitments to extend credit are agreements to lend funds to a customer as long as there is no violation of any condition established in the contract.  Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee.  As some such commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements.  The Company evaluates each customer’s creditworthiness on a case-by-case basis.  The Company generally extends credit only on a secured basis.  Collateral obtained varies but consists primarily of single family residences.
 
Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers.  These lines of credit may be uncollateralized and ultimately may not be drawn upon to the total extent to which the Company is committed.
 
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party.  Those letters of credit are primarily issued to support public and private borrowing arrangements, and, generally, have terms of one year or less.  The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers.  The Company holds collateral supporting those commitments if deemed necessary.  In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment.  The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount shown in the summary above.  If the commitment is funded, the Company would be entitled to seek recovery from the customer.  At December 31, 2014 and September 30, 2014, no amounts have been recorded as liabilities for the Company’s potential obligations under these guarantees.

Commitments to sell loans are commitments to sell single family mortgage loans to investors on the secondary market.
 
Note 9.                          Fair Value Measurements
 
ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants.  ASC Topic 820 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach.  Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability.  Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances.  In that regard, ASC Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
 
Level 1:  Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
 
Level 2:  Significant other 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.
 
Level 3:  Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

22



A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.
 
Securities available-for-sale:  The fair value of the Company’s securities available-for-sale is determined using Level 2 inputs, which are derived from readily available pricing sources and third-party pricing services for comparable instruments.  The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, treasury yield curves, trading levels, credit information and credit terms, among other factors. In certain cases where Level 1 or Level 2 are not available, securities are classified within Level 3 of the hierarchy.
 
Derivatives:  The fair values of the Company’s embedded derivatives related to certain certificates of deposit are determined using inputs that are observable or that can be corroborated by observable market data (such as the S&P 500 Index and the 10- year U.S. Treasury rate) and, therefore, are classified within Level 2 of the valuation hierarchy.
 
Assets and liabilities recorded at fair value on a recurring basis:  The following table summarizes assets measured at fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value as of:
 
 
 
 
 
Fair Value Measurements
December 31, 2014
 
Total
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant Other
Unobservable
Inputs (Level 3)
Assets
 
 

 
 

 
 

 
 

Securities available-for-sale
 
 

 
 

 
 

 
 

U.S. Government and agency securities
 
$

 
$

 
$

 
$

U.S. Government agency residential mortgage-backed securities
 
38,593

 

 
38,593

 

U.S. Government agency collateralized mortgage obligations
 
5,203

 

 
5,203

 

U.S. Government agency commercial mortgage-backed securities
 
12,557

 

 
12,557

 

Municipal securities
 
26,827

 
 
 
26,827

 
 
Total securities available-for-sale
 
$
83,180

 
$

 
$
83,180

 
$

Derivatives
 
$
146

 
$

 
$
146

 
$

 
 
 
 
 
 
 
 
 
Liabilities
 
 
 
 

 
 
 
 

Derivatives
 
$
146

 
$

 
$
146

 
$



23


 
 
 
 
Fair Value Measurements
September 30, 2014
 
Total
 
Quoted Prices in
Active Markets  for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant Other
Unobservable
Inputs (Level 3)
Assets
 
 

 
 

 
 

 
 

Securities available-for-sale
 
 

 
 

 
 

 
 

U.S. Government and agency securities
 
$
5,179

 
$

 
$
5,179

 
$

U.S. Government agency residential mortgage-backed securities
 
37,196

 

 
37,196

 

U.S. Government agency collateralized mortgage obligations
 
3,432

 

 
3,432

 

U.S. Government agency commercial mortgage-backed securities
 
10,752

 

 
10,752

 

Municipal securities
 
33,787

 
 
 
33,787

 
 
Total securities available-for-sale
 
$
90,346

 
$

 
$
90,346

 
$

Derivatives
 
$
87

 
$

 
$
87

 
$

 
 
 
 
 
 
 
 
 
Liabilities
 
 

 
 

 
 

 
 

Derivatives
 
$
87

 
$

 
$
87

 
$

 
The Company did not have any transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the three months ended December 31, 2014.  The Company’s policy for determining transfers between levels occurs at the end of the reporting period when circumstances in the underlying valuation criteria change and result in a transfer between levels.
 
Assets recorded at fair value on a nonrecurring basis:  The Company may be required, from time to time, to measure certain instruments at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles.
 
Impaired loans:  The Company does not record loans at fair value on a recurring basis.  The specific reserves for collateral-dependent impaired loans are based on the fair value of the collateral less estimated costs to sell. The fair value of collateral is determined based on appraisals.  In some cases, adjustments were made to the appraised values due to various factors including age of the appraisal, age of comparables included in the appraisal, and known changes in the market and in the collateral.  When significant adjustments were based on unobservable inputs, the resulting fair value measurement has been categorized as a Level 3 measurement.  Impaired loans with a carrying amount of $452 and $541 have a valuation allowance of $103 and $136 included in the allowance for loan losses to reflect their fair value as of December 31, 2014 and September 30, 2014, respectively.
 
Foreclosed real estate:  The Company does not record foreclosed real estate owned at a fair value on a recurring basis.  The fair value of foreclosed real estate was determined using Level 3 inputs based on appraisals or broker pricing opinions.  In some cases, adjustments were made to these values due to various factors including the age of the appraisal, age of comparables included in the appraisal, and known changes in the market and in collateral.  Foreclosed real estate is measured at fair value less estimated costs to sell at the date of foreclosure.  Subsequent to foreclosure, additional writedowns may be recorded based on changes to the fair value of the assets.

Mortgage servicing rights:  Mortgage servicing rights ("MSRs") do not trade in an active, open market with readily observable prices.  While sales of MSRs do occur, the precise terms and conditions typically are not readily available.  Accordingly, the Company estimates the fair value of MSRs using discounted cash flow models incorporating numerous assumptions from the perspective of market participants including servicing income, servicing costs, market discount rates, prepayments speeds, and default rates.  Due to the nature of the valuation inputs, MSRs are classified within Level 3 of the valuation hierarchy.  As of December 31, 2014, mortgage servicing rights with a carrying amount of $1,688 have a valuation allowance of $160 to reflect their fair value of $1,528.  As of September 30, 2014, mortgage servicing rights with a carrying amount of $1,784 have a valuation allowance of $160 to reflect their fair value of $1,624.



24


 
 
 
 
Fair Value Measurements
December 31, 2014
 
Total
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant Other
Unobservable
Inputs (Level 3)
Assets
 
 

 
 

 
 

 
 

Impaired loans
 
$
349

 
$

 
$

 
$
349

Foreclosed real estate
 
2,333

 

 

 
2,333

Mortgage servicing rights
 
1,528

 

 

 
1,528

 
 
 
 
 
Fair Value Measurements
September 30, 2014
 
Total
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable Inputs
(Level 2)
 
Significant Other
Unobservable
Inputs (Level 3)
Assets
 
 

 
 

 
 

 
 

Impaired loans
 
$
405

 
$

 
$

 
$
405

Foreclosed real estate
 
2,355

 

 

 
2,355

Mortgage servicing rights
 
1,624

 

 

 
1,624

 
Disclosure of fair value information about financial instruments, for which it is practicable to estimate that value, is required whether or not recognized in the consolidated balance sheets.  In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques.  Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows.  In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments.  Certain financial instruments with a fair value that is not practicable to estimate and all non-financial instruments are excluded from the disclosure requirements.  Accordingly, the aggregate fair value amounts presented do not necessarily represent the underlying value of the Company for assets and liabilities not previously described.  The Company, in estimating its fair value disclosures for financial instruments not described above, used the following methods and assumptions:
 
Cash and cash equivalents:  The carrying amounts of cash and cash equivalents reported in the consolidated balance sheets approximate those assets’ fair values.
 
Securities held to maturity: The fair values of securities held to maturity are based on quoted market prices for similar securities, adjusted for differences in security characteristics.

Loans:  For variable-rate mortgage loans that re-price frequently and with no significant change in credit risk, fair values are based on carrying values.  The fair values for fixed rate residential mortgage loans are based on quoted market prices for similar loans sold in conjunction with sale transactions, adjusted for differences in loan characteristics.  The fair values for commercial real estate loans, rental property mortgage loans, and consumer and other loans are estimated using discounted cash flow analyses and using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.
 
Loans held for sale:  Fair value of loans held for sale are based on commitments on hand from investors or prevailing market prices.
 
Federal Home Loan Bank stock:  The carrying amount of FHLB stock approximates its fair value based on the redemption provisions of the FHLB.
 
Accrued interest receivable and payable:  The carrying amounts of accrued interest receivable and payable approximate their fair values.
 
Deposits:  The fair value disclosed for interest-bearing and non-interest-bearing checking accounts, savings accounts, and money market accounts are equal to the amount payable on demand at the reporting date (i.e., their carrying amounts).  The fair values of fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit.

25


 
Advances from the Federal Home Loan Bank:  The fair values of FHLB advances are estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.
 
Advance payments by borrowers for property taxes and insurance:  The carrying amounts of the advance payments by borrowers for property taxes and insurance approximate their fair values.
 
Mortgage banking derivatives:  The fair value of commitments to originate mortgage loans held for sale is estimated by comparing the Company’s cost to acquire mortgages and the current price for similar mortgage loans, taking into account the terms of the commitments and the credit worthiness of the counterparties.  The fair value of forward commitments to sell residential mortgage loans is the estimated amount that the Bank would receive or pay to terminate the forward delivery contract at the reporting date based on market prices for similar financial instruments.  The fair value of these derivative financial instruments was not material at December 31, 2014 and September 30, 2014.
 
The estimated fair values and related carrying amounts of the Company’s financial instruments are as follows:
 
 
December 31, 2014
 
Carrying
Amount
 
Estimated Fair
Value
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant Other
Unobservable
Inputs
(Level 3)
Financial assets:
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
24,475

 
$
24,475

 
$
24,475

 
$

 
$

Securities available for sale
83,180

 
83,180

 

 
83,180

 

Securities held to maturity
3,025

 
3,025

 

 
3,025

 

Loans, net
438,172

 
440,204

 

 

 
440,204

Loans held for sale, net
2,082

 
2,082

 

 
2,082

 

Federal Home Loan Bank stock
2,670

 
2,670

 

 

 
2,670

Mortgage servicing rights
1,528

 
1,528

 

 

 
1,528

Accrued interest receivable
1,748

 
1,748

 
1,748

 

 

Derivative asset
146

 
146

 

 
146

 

Financial liabilities:
 

 
 

 
 

 
 

 
 

Deposits
472,688

 
460,304

 
88,628

 

 
371,676

Advances from Federal Home Loan Bank
31,000

 
31,000

 

 
31,000

 

Advance payments by borrowers for property taxes and insurance
255

 
255

 
255

 

 

Accrued interest payable
4

 
4

 
4

 

 

Derivative liability
146

 
146

 

 
146

 

 

26


 
September 30, 2014
 
Carrying
Amount
 
Estimated Fair
Value
 
Quoted Prices in
Active Markets for
Identical Assets
(Level 1)
 
Significant Other
Observable
Inputs
(Level 2)
 
Significant Other
Unobservable
Inputs
(Level 3)
Financial assets:
 

 
 

 
 

 
 

 
 

Cash and cash equivalents
$
17,608

 
$
17,608

 
$
17,608

 
$

 
$

Securities available for sale
90,346

 
90,346

 

 
90,346

 

Loans, net
416,874

 
415,857

 

 

 
415,857

Loans held for sale, net
326

 
326

 

 
326

 

Federal Home Loan Bank stock
2,670

 
2,670

 

 

 
2,670

Mortgage servicing rights
1,624

 
1,624

 

 

 
1,624

Accrued interest receivable
1,784

 
1,784

 
1,784

 

 

Derivative asset
87

 
87

 

 
87

 

Financial liabilities:
 

 
 

 
 

 
 

 
 

Deposits
454,928

 
442,342

 
77,790

 

 
364,552

Advances from Federal Home Loan Bank
17,000

 
17,000

 

 
17,000

 

Advance payments by borrowers for property taxes and insurance
5,869

 
5,869

 
5,869

 

 

Accrued interest payable
3

 
3

 
3

 

 

Derivative liability
87

 
87

 

 
87

 



27


Note 10.                                 Employee Stock Ownership Plan
 
The Bank maintains a leveraged employee stock ownership plan ("ESOP") that covers all employees meeting certain minimum age and service requirements. The ESOP was established in conjunction with the Company's stock offering completed in April 2013 and operates on a plan year ending December 31. The ESOP initially borrowed $4.1 million from the Company and used those funds to acquire 411,403 shares, or 8.0%, of the total number of shares issued by the Company in its initial public offering. The shares were acquired at a price of $10.00 per share. The Bank makes annual contributions to the ESOP equal to the ESOP's debt service. The ESOP shares were pledged as collateral for its debt. As the debt is repaid, shares are released from collateral and allocated to active participants, based on the proportion of debt service paid in the year. The Company accounts for its ESOP in accordance with ASC 718-40. Accordingly, because the debt is intercompany, it is eliminated in consolidation for presentation in these statements. The shares pledged as collateral are reported as unearned ESOP shares in the balance sheet. Total ESOP shares may be reduced as a result of employees leaving the Company as shares that have previously been released to those exiting employees may be removed from the ESOP and transferred to that employee. As shares are committed to be released from collateral, the Company reports compensation expense equal to the current market price of the shares, and the shares become outstanding for EPS computations. During the three months ended December 31, 2014, 5,142 shares were committed to be released. The total ESOP compensation expense recorded for the three months ended December 31, 2014 and 2013 was $112 and $95 respectively.

The ESOP shares as of December 31, 2014 and September 30, 2014 were as follows (in thousands, except share data):


December 31, 2014
 
September 30, 2014


 

Allocated shares to active participants
17,392

 
20,570

Shares released and available for allocation
20,570

 

Shares committed to be released

 
15,428

Unallocated shares
370,263

 
375,405

Total ESOP shares
408,225

 
411,403

Fair value of unallocated shares
$
6,072

 
$
5,650


Note 11. Compensation Equity Plans

ASC Topic 718 requires that the grant date fair value of equity awards to employees be recognized as compensation expense over the period during which an employee is required to provide service in exchange for such award.

The following table summarizes the impact of the Company's share-based payment plans in the financial statements for the periods shown (in thousands):

 
Three Months Ended December 31,
 
2014
 
2013
 
(In thousands)
Total cost of stock grant plan during the year
$
155

 
$

Total cost of stock option plan during the year
46

 

Total cost of share-based payment plans during the year
$
201

 

 
 
 
 
Amount of related income tax benefit recognized in income
$
79

 
$


The Company adopted the Westbury Bancorp Inc 2014 Equity Incentive Plan (the "Plan") in 2014. In June 2014, the Company's stockholders approved the Plan which authorized the issue of up to 203,665 restricted stock awards and up to 509,162 stock options. As of December 31, 2014 there were no restricted stock awards and 182,938 options available for future grants.

Annual equity-based incentive awards are typically granted to selected officers and employees mid-year. Options are granted with an exercise price equal to no less than the market price of the Company's shares at the date of grant: those option awards generally vest over five years of service and have 10-year contractual terms. Restricted shares and units typically vest over a five year period. Equity awards may also be granted at other times throughout the year in connection with the recruitment and retention of officers and employees.

28



The following table summarizes stock options outstanding for the three months ended December 31, 2014:

 
Number of Options
Weighted Average Exercise Price
Weighted Average Remaining Contractual Term (in years)
Aggregate Intrinsic Value (in thousands)
Options outstanding as of September 30, 2014
326,224

$
15.20

 
 
Granted


 
 
Exercised


 
 
Expired or canceled


 
 
Forfeited


 
 
Options outstanding as of December 31, 2014
326,224

$
15.20

9.5

$
391

Options exercisable as of December 31, 2014

$


$


The fair value of each option award is estimated on the date of grant using the Black-Scholes option pricing model based on certain assumptions. Expected volatility is based on historical volatility and the expectations of future volatility of Company shares. The risk free interest rate for periods within the contractual term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant. The expected life of options is estimated based on historical employee behavior and represents the period of time that options granted are expected to remain outstanding.

The following assumptions were used for options granted during the year ended September 30, 2014:

Risk-free interest rate
2.10
%
Expected volatility of Company's stock
9.49
%
Expected dividend yield
%
Expected life of options (years)
7.5

Weighted average fair value per option of options granted during the year
$
2.82


The total intrinsic value of options exercised during the three months ended December 31, 2014 was $0.

The following is a summary of changes in restricted shares and units for the three months ended December 31, 2014:

 
Number of Shares
 
Weighted Average Grant Date Fair Value
Shares and Units Outstanding at September 30, 2014
203,665

 
$
15.20

Granted

 

Vested

 

Forfeited

 

Shares and Units Outstanding at December 31, 2014
203,665

 
$
15.20


The total intrinsic value of restricted shares that vested during the period ended December 31, 2014 was $0.

As of December 31, 2014, there was $3.6 million of total unrecognized compensation cost related to nonvested share-based compensation arrangements (including share option and nonvested share awards) granted under the Plan. At December 31, 2014, the weighted-average period over which the unrecognized compensation expense is expected to be recognized was approximately 4.5 years.

29



Note 12. Condensed Parent Company Financial Information

The condensed financial statements of Westbury Bancorp, Inc. (parent company only) are presented below:

Balance Sheets
(In thousands)
 
 
 
 
 
December 31,
 
September 30,
 
2014
 
2014
Assets
 
 
 
Cash and interest bearing deposits
$
6,082

 
$
6,878

Investments
6,754

 
6,590

Loan to ESOP
3,778

 
3,931

Investment in subsidiary
71,771

 
71,131

Other assets
1,761

 
1,674

   Total assets
$
90,146

 
$
90,204

Liabilities and Stockholders' Equity
 
 
 
Total liabilities
$
130

 
$
115

Stockholders' equity
90,016

 
90,089

Total liabilities and stockholders' equity
$
90,146

 
$
90,204



Statements of Operations
(In thousands)
 
 
 
 
 
Three Months Ended December 31,
 
2014
 
2013
Interest and other income
$
63

 
$
70

Interest and other expense
184

 
187

Loss before income tax benefit and equity in undistributed net income of subsidiary
(121
)
 
(117
)
Income tax benefit
(30
)
 
(32
)
Loss before equity in undistributed net income of subsidiary
(91
)
 
(85
)
Equity in undistributed net income of subsidiary
538

 
153

   Net income
$
447

 
$
68



30



Statements of Cash Flows
(in thousands)
 
 
 
 
 
For Three Months Ended December 31,
 
2014
 
2013
Cash Flows From Operating Activities
 
 
 
  Net income
$
447

 
$
68

  Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 
  Equity in undistributed net income of subsidiary
(538
)
 
(153
)
  Net change in other liabilities
15

 
(19
)
  Net change in other assets
124

 
130

       Net cash provided by operating activities
48

 
26

 
 
 
 
Cash Flows From Investing Activities
 
 
 
  Purchase of securities
(376
)
 
(100
)
  Sales and maturities of securities
212

 
405

  Payments received on ESOP loan
153

 
183

        Net cash provided by (used in) investing activities
(11
)
 
488

 
 
 
 
Cash Flows From Financing Activities
 
 
 
   Treasury stock transactions, net
(833
)
 

         Net cash used in financing activities
(833
)
 

         Net increase (decrease) in cash
(796
)
 
514

Cash
 
 
 
   Beginning of year
6,878

 
9,271

   End of year
$
6,082

 
$
9,785


31



ITEM 2.  MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
This Quarterly Report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “intend,” “target” and words of similar meaning.  These forward-looking statements include, but are not limited to:
 
statements of our goals, intentions and expectations;
statements regarding our business plans, prospects, growth and operating strategies;
statements regarding the asset quality of our loan and investment portfolios; and
estimates of our risks and future costs and benefits.
 
These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control.  In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.  We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Quarterly Report.
 
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
 
our ability to manage our operations under the current adverse economic conditions nationally and in our market area;
adverse changes in the financial industry, securities, credit and national local real estate markets (including real estate values);
significant increases in our delinquencies and loan losses, including as a result of our inability to resolve classified or non-performing assets, changes in the underlying cash flows of our borrowers, and management’s assumptions in determining the adequacy of the allowance for loan losses;
credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and in our allowance for loan losses and provision for loan losses;
competition among depository and other financial institutions;
our success in increasing our commercial business, commercial real estate and multi-family lending while maintaining our asset quality;
our success in introducing new financial products;
our ability to attract and maintain deposits;
our ability to achieve increased operating efficiencies and enhanced profitability following the closing of underperforming branch offices;
changes in interest rates generally, including changes in the relative differences between short term and long term interest rates and in deposit interest rates, that may affect our net interest margin and funding sources;
fluctuations in the demand for loans, which may be affected by the number of unsold homes, land and other properties in our market areas and by declines in the value of real estate in our market area;
changes in consumer spending, borrowing and savings habits;
further declines in the yield on our assets resulting from the current low interest rate environment;
risks related to a high concentration of loans secured by real estate located in our market area;
the results of examinations by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for loan losses, write down assets, change our regulatory capital position, limit our ability to borrow funds or maintain or increase deposits, or prohibit us from paying dividends, which could adversely affect our dividends and earnings;
our ability to enter new markets successfully and capitalize on growth opportunities;
changes in consumer spending, borrowing and savings habits;
changes in laws or government regulations or policies affecting financial institutions, including the Dodd-Frank Act and the JOBS Act, which could result in, among other things, increased deposit insurance premiums and assessments, 

32


capital requirements (particularly the new capital regulations), regulatory fees and compliance costs, and changes in the level of government support of housing finance;
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board;
changes in our compensation and benefit plans;
risks and costs associated with operating as a publicly traded company;
changes in the financial condition or future prospects of issuers of securities that we own;
the availability, effectiveness and security of our information technology systems; and
other economic, competitive, governmental, regulatory and operational factors affecting our operations, pricing, products and services.


Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

Critical Accounting Policies
 
There are no material changes to the critical accounting policies disclosed in Westbury Bancorp, Inc.’s Annual Report on Form 10-K for the period ended September 30, 2014.
 
Overview
Our Business. Westbury Bank (the "Bank") is a federally-chartered savings bank headquartered in West Bend, Wisconsin. Westbury Bancorp, Inc. (the "Company") is a Maryland corporation and the savings and loan holding company for Westbury Bank, which was formed in connection with the mutual-to-stock conversion of the Bank's former mutual holding company, WBSB Bancorp, MHC, in 2013.
We provide financial services to individuals, families and businesses through our nine banking offices located in Washington County and Waukesha County. Although our current operations are not focused in central and southern Milwaukee County, we are affected by conditions in central and southern Milwaukee County because our loan portfolio includes a significant number of loans that are secured by real estate or that have borrowers located in central and southern Milwaukee County. In addition, a number of our customers who reside in Washington or Waukesha Counties are employed in Milwaukee County, and the operations of our commercial customers depend in part on sales of products and services to individuals or other businesses located in Milwaukee County.
Our principal business consists of attracting retail and commercial deposits from the general public in our market area and investing those deposits, together with funds generated from operations, and to a lesser extent, borrowings, in one- to four-family residential real estate loans, commercial and multi-family real estate loans, construction loans and commercial business loans, and, to a lesser extent, consumer loans, including home equity lines of credit and automobile loans. A significant majority of our deposits are transaction accounts, which we believe are less susceptible to large-scale withdrawals than certificates of deposit as a result of changes in interest rates, and which we believe have a lower cost of funds over various interest cycles. At December 31, 2014, transaction accounts made up 79.4% of our deposits, which we attribute to successful branding initiatives. We also purchase investment securities consisting primarily of government-sponsored mortgage-backed securities, government-sponsored debentures, municipal securities and corporate securities.
Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities. Our results of operations also are affected by our provisions for loan losses, non-interest income and non-interest expense. Non-interest income currently consists primarily of service charges on deposit accounts, loan servicing income, gain on sales of securities and loans, debit card income, income from bank-owned life insurance and miscellaneous other income. Non-interest expense currently consists primarily of expenses related to compensation and employee benefits, occupancy and equipment, data processing, federal deposit insurance premiums, ATM charges, professional fees, advertising and other operating expenses.
Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.

Regulatory Matters - Federal Reserve Bank. On April 28, 2014, the Company received correspondence from the Federal Reserve Bank noting that it had no objection to the termination of a Board resolution which required the Company to

33


receive prior written non-objection from the Federal Reserve Bank to declare or pay dividends, issue debt or redeem Company stock. The Board of Directors terminated the resolution at its May 2014 meeting.
Regulatory Matters - OCC. On January 6, 2014, Westbury Bancorp, Inc. received notification from the Office of the Comptroller of the Currency (the “OCC”) that the Formal Written Agreement and Individual Minimum Capital Requirement ("IMCR") between the OCC and the Company’s wholly-owned subsidiary Westbury Bank had been terminated effective December 24, 2013. The Bank had been subject to the Formal Written Agreement since October 29, 2012 and to a memorandum of understanding that the Formal Written Agreement superseded since February 2010. The Bank had been subject to the IMCR since November 5, 2012. As a result of the termination of the Formal Written Agreement, the Bank is no longer designated as in “troubled condition” and is designated as an “eligible institution” with respect to expedited processing of applications that it might file. Accordingly, the Bank is no longer required to obtain the approval of the OCC prior to effecting changes in its directors or executive officers, and is no longer subject to restrictions on the declaration or payment of dividends. 
Comparison of Financial Condition at December 31, 2014 and September 30, 2014
 
Total Assets.  Total assets increased by $25.9 million, or 4.6%, to $594.6 million at December 31, 2014 from $568.7 million at September 30, 2014.  The increase in total assets was primarily the result of an increase in net loans of $21.3 million, loans held for sale of $1.8 million, securities held to maturity of $3.0 million, and cash and cash equivalents of $6.9 million, offset by a decrease in securities available for sale of $7.2 million.
 
Net Loans.  Net loans increased by $21.3 million, or 5.1%, to $438.2 million at December 31, 2014 from $416.9 million at September 30, 2014.  Single family loans increased by $12.7 million, multifamily loans increased by $6.6 million, commercial real estate loans increased by $4.4 million and construction and land development loans increased by $2.8 million, offset by a decrease in commercial business loans of $5.2 million during the three months ended December 31, 2014. 

Investment Securities.  Investment securities available for sale decreased $7.2 million, or 7.9%, to $83.2 million at December 31, 2014 from $90.3 million at September 30, 2014.  Investment securities held to maturity increased $3.0 million to $3.0 million at December 31, 2014 from $0 at September 30, 2014.
 
Mortgage-backed securities and collateralized mortgage obligations increased $5.0 million, to $56.4 million at December 31, 2014 from $51.4 million at September 30, 2014, municipal securities decreased $7.0 million, to $26.8 million at December 31, 2014 from $33.8 million at September 30, 2014 and government and agency securities decreased $5.2 million, to $0 at December 31, 2014 from $5.2 million at September 30, 2014.  Net unrealized gain on securities increased by $185,000 to $109,000 at December 31, 2014 from a net unrealized loss of $76,000 at September 30, 2014, reflecting the effect of a decrease in market interest rates.  At December 31, 2014, investment securities classified as available-for-sale consisted entirely of government-sponsored mortgage-backed securities and municipal securities. At December 31, 2014, investment securities classified as held to maturity consisted entirely of municipal securities.
 
Foreclosed Real Estate.  Foreclosed real estate held for sale decreased $22,000, or 0.9%, to $2.3 million at December 31, 2014 from $2.4 million at September 30, 2014, as we sold $284,000 of foreclosed properties, foreclosed or obtained deeds on $319,000 of non-performing loans and recorded valuation adjustments of $57,000 during the period.  At December 31, 2014, our foreclosed real estate included primarily one- to four-family residential real estate, multi-family and commercial real estate properties.
 
Deposits.  Deposits increased $17.8 million, or 3.9%, to $472.7 million at December 31, 2014 from $454.9 million at September 30, 2014.  Our core deposits, which we consider to be our non-interest bearing and interest bearing checking accounts, passbook and statement savings accounts, and variable rate money market accounts, increased $16.9 million, or 4.7%, to $375.4 million at December 31, 2014 from $358.6 million at September 30, 2014.  In particular, non-interest bearing deposits increased by $10.8 million, or 13.9%, to $88.6 million at December 31, 2014 from $77.8 million at September 30, 2014. Certificates of deposit increased $880,000, or 0.9%, to $97.3 million at December 31, 2014 from $96.4 million at September 30, 2014.  

Advances from FHLB. Advances from the FHLB increased by $14.0 million, or 82.4% to $31.0 million at December 31, 2014 from $17.0 million at September 30, 2014 as we increased advances in order to assist in funding current loan growth.
 
Other Liabilities.  Advance payments by borrowers for property taxes and insurance decreased by $5.6 million, or 95.7%, to $255,000 at December 31, 2014 from $5.9 million at September 30, 2014 due to seasonal disbursements to customers in December to enable the payment of mortgagees’ property taxes. 

34


 
Total Equity.  Total equity increased $39,000 to $86.5 million at December 31, 2014 from $86.5 million at September 30, 2014.  The increase resulted primarily from net income of $447,000 during the three months ended December 31, 2014, stock based compensation expense of $201,000, an increase in other comprehensive income of $112,000, and the release/allocation of ESOP shares of $112,000, offset by the repurchase of 55,061 shares of common stock for $833,000.


35


Delinquent Loans
 
The following table sets forth our loan delinquencies, including non-accrual loans, by type and amount at the dates indicated:
 
 
30-59 Days
 
Loans Delinquent For
60-89 Days
 
90 Days and Over
 
Total
 
Number
 
Amount
 
Number
 
Amount
 
Number
 
Amount
 
Number
 
Amount
 
(Dollars in thousands)
At December 31, 2014:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Real estate loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

One- to four-family
7

 
$
746

 
2

 
$
119

 
5

 
$
385

 
14

 
1,250

Multi-family

 

 

 

 

 

 

 

Commercial

 

 

 

 
1

 
126

 
1

 
126

Construction and land
1

 
31

 

 

 

 

 
1

 
31

Total real estate
8

 
777

 
2

 
119

 
6

 
511

 
16

 
1,407

Commercial business loans

 

 

 

 

 

 

 

Consumer loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Home equity lines of credit
2

 
24

 

 

 
3

 
286

 
5

 
310

Education
9

 
73

 
4

 
77

 
10

 
100

 
23

 
250

Other consumer loans

 

 

 

 

 

 

 

Total consumer loans
11

 
97

 
4

 
77

 
13

 
386

 
28

 
560

Total
19

 
$
874

 
6

 
$
196

 
19

 
$
897

 
44

 
$
1,967

At September 30, 2014:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Real estate loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

One- to four-family
16

 
$
1,623

 
2

 
$
162

 
6

 
$
450

 
24

 
$
2,235

Multi-family

 

 

 

 

 

 

 

Commercial
1

 
178

 
1

 
163

 
2

 
196

 
4

 
537

Construction and land

 

 

 

 

 

 

 

Total real estate
17

 
1,801

 
3

 
325

 
8

 
646

 
28

 
2,772

Commercial business loans

 

 

 

 
2

 
22

 
2

 
22

Consumer loans:
 

 
 

 
 

 
 

 
 

 
 

 
 

 
 

Home equity lines of credit
3

 
228

 

 

 
3

 
129

 
6

 
357

Education
4

 
28

 
6

 
44

 
10

 
120

 
20

 
192

Other consumer loans

 

 

 

 
1

 
2

 
1

 
2

Total consumer loans
7

 
256

 
6

 
44

 
14

 
251

 
27

 
551

Total
24

 
$
2,057

 
9

 
$
369

 
24

 
$
919

 
57

 
$
3,345

 
The decrease in delinquent loans at December 31, 2014, compared to September 30, 2014, is primarily attributed to generally improved economic conditions.

36



Classified Assets
 
The following table details the Company’s assets graded Substandard or Special Mention as of the date indicated:
 
 
At December 31,
2014
 
At September 30,
2014
 
(In thousands)
Classified Loans:
 

 
 

Loss

 

Doubtful

 

Substandard — performing:
 

 
 

Real estate loans:
 

 
 

One- to four-family
$
1,028

 
$
1,239

Multi-family
157

 
160

Commercial
1,304

 
1,477

Construction and land
5

 
5

Total real estate loans
2,494

 
2,881

Commercial business loans
70

 
82

Consumer loans:
 
 
 

Home equity lines of credit
58

 
58

Other consumer loans

 

Total consumer loans
58

 
58

Total substandard — performing
2,622

 
3,021

Substandard — Nonperforming:
 

 
 

Real estate loans:
 

 
 

One- to four-family
530

 
596

Multi-family

 

Commercial
275

 
350

Construction and land

 

Total real estate loans
805

 
946

Commercial business loans

 
22

Consumer loans:
 

 
 

Home equity lines of credit
286

 
129

Other consumer loans

 
2

Total consumer loans
286

 
131

Total substandard — nonperforming
1,091

 
1,099

Total classified loans
3,713

 
4,120

Foreclosed real estate
2,333

 
2,355

Total classified assets
$
6,046

 
$
6,475

Special mention:
 

 
 

Real estate loans:
 

 
 

One- to four-family
$
117

 
$
118

Multi-family
442

 
445

Commercial
853

 
858

Construction and land

 

Total real estate loans
1,412

 
1,421

Commercial business loans

 

Consumer loans:
 

 
 

Home equity lines of credit

 

Other consumer loans

 

Total consumer loans

 

Total special mention
1,412

 
1,421

Total classified assets and special mention loans
$
7,458

 
$
7,896


37


_______________________

 
The decrease in classified assets of $429,000 to $6.0 million at December 31, 2014, from $6.5 million at September 30, 2014, was primarily due to the repayment of classified loans.


38


Non-Performing Assets
 
The following table sets forth information regarding our non-performing assets and troubled debt restructurings at the dates indicated.  The information reflects net charge-offs but not specific reserves.  Troubled debt restructurings include loans where the borrower is experiencing financial difficulty and for which either a portion of interest or principal has been forgiven or an extension of term granted, or for loans modified at interest rates materially less than current market rates.
 

 
At December 31, 2014
 
At September 30, 2014
 
(Dollars in thousands)
Nonaccrual loans:
 

 
 

Real estate loans:
 

 
 

One- to four-family
$
530

 
$
791

Multi family

 

Commercial
275

 
350

Construction and land

 

Total real estate
805

 
1,141

Commercial business loans

 
22

Consumer loans:
 

 
 

Home equity lines of credit
302

 
145

Education
100

 
120

Other consumer loans

 
2

Total consumer loans
402

 
267

Total nonaccrual loans(1)
1,207

 
1,430

Loans greater than 90 days delinquent and still accruing:
 

 
 

Real estate loans:
 

 
 

One- to four-family

 

Multi-family

 

Commercial

 

Construction and land

 

Total real estate

 

Commercial business loans

 

Consumer loans:
 

 
 

Home equity lines of credit

 

Education

 

Other consumer loans

 

Total consumer loans

 

Total delinquent loans accruing

 

Total non-performing loans
1,207

 
1,430

Foreclosed assets:
 

 
 

One- to four-family
667

 
653

Multi-family
402

 
458

Commercial real estate
1,182

 
1,149

Construction and land
60

 
95

Home equity line of credit
22

 

Total foreclosed assets
2,333

 
2,355

Total nonperforming assets
$
3,540

 
$
3,785

Performing troubled debt restructurings
$
3,480

 
$
3,507

Ratios:
 

 
 

Nonperforming loans to total loans
0.27
%
 
0.34
%
Nonperforming assets to total assets
0.60
%
 
0.67
%
Nonperforming assets and troubled debt restructurings to total assets
1.18
%
 
1.28
%
_______________________
(1)
Includes $0 and $195,000, respectively, of troubled debt restructurings that were on non-accrual status at December 31, 2014 and September 30, 2014.

39



The decrease in non-performing assets at December 31, 2014, from September 30, 2014, was primarily due to generally improved economic conditions.
 
Interest income that would have been recorded for the three months ended December 31, 2014, had non-accruing loans been current according to their original terms, amounted to $16,000.  Interest of approximately $4,500 related to these loans was included in interest income for the three months ended December 31, 2014.
 
Other Loans of Concern.   There were no other loans at December 31, 2014 that are not already disclosed where there is information about possible credit problems of borrowers that caused management to have serious doubts about the ability of the borrowers to comply with present loan repayment terms and that may result in disclosure of such loans in the future.
 
Comparison of Operating Results for the Three Months Ended December 31, 2014 and December 31, 2013
 
General.  Net income for the three months ended December 31, 2014 was $447,000 compared to net income of $68,000 for the three months ended December 31, 2013. The increase in net income of $379,000 was due primarily to increases of $349,000 in net interest income, $91,000 in service fees on deposit accounts and $70,000 in gains on sales of securities and a decrease in non-interest expenses of $539,000, offset by a decrease in servicing fee income of $210,000, and increases in provisions for loan losses of $200,000 and income tax expense of $225,000.
 
Interest and Dividend Income. Interest and dividend income increased $354,000, or 7.8%, to $4.9 million for the three months ended December 31, 2014 from $4.5 million for the three months ended December 31, 2013. This increase was primarily attributable to a $481,000 increase in interest and fee income on loans receivable offset by a $127,000 decrease in interest and dividend income on investment securities and interest-earning deposits.  The average balance of loans increased $83.3 million to $423.3 million for the three months ended December 31, 2014 from $340.0 million for the three months ended December 31, 2013. The average yield on loans decreased by 47 basis points to 4.21% for the three months ended December 31, 2014 from 4.68% for the three months ended December 31, 2013.  The average balance of investment securities decreased by $20.7 million, or 19.5%, to $85.4 million for the three months ended December 31, 2014 from $106.2 million for the three months ended December 31, 2013, while the average yield on investment securities decreased by 2 basis points to 1.91% for the three months ended December 31, 2014 from 1.93% for the three months ended December 31, 2013.   The decrease in our average yield on loans reflects the growth in our loan portfolio at current market rates and the effects of downward pressure on loan pricing caused by the prolonged low interest rate environment.
 
Interest Expense. Total interest expense increased $5,000, or 1.2%, to $429,000 for the three months ended December 31, 2014 from $424,000 for the three months ended December 31, 2013.  Interest expense on deposit accounts increased $1,000 to $425,000 for the three months ended December 31, 2014 from $424,000 for the three months ended December 31, 2013.  The increase was primarily due to an increase of $25.9 million, or 5.8%, in the average balance of deposits to $472.9 million for the three months ended December 31, 2014 from $447.1 million for the three months ended December 31, 2013, offset by a decrease of 2 basis points in the average cost of deposits to 0.36% for the three months ended December 31, 2014 from 0.38% for the three months ended December 31, 2013, reflecting the continued low interest rate environment. Interest expense on FHLB advances increased $4,000 to $4,000 for the three months ended December 31, 2014 from $0 for the three months ended December 31, 2013. The increase was due to an increase of $10.4 million in the average balance of FHLB advances to $10.4 million for the three months ended December 31, 2014 from $0 for the three months ended December 31, 2013.
 
Net Interest Income. Net interest income increased $349,000, or 8.5%, to $4.5 million for the three months ended December 31, 2014 from $4.1 million for the three months ended December 31, 2013.  Average interest-earning assets increased by $48.4 million, or 10.3%, to $518.7 million for the three months ended December 31, 2014, from $470.3 million for the three months ended December 31, 2013. Average deposits and interest-bearing liabilities decreased by $36.2 million, or 8.1%, to $483.3 million for the three months ended December 31, 2014, from $447.1 million for the three months ended December 31, 2013.  Our net interest margin decreased 6 basis points to 3.43% for the three months ended December 31, 2014 from 3.49% for the three months ended December 31, 2013.  The decrease in our net interest margin reflects the growth in our loan portfolio at current market rates and the effects of downward pressure on loan pricing caused by the prolonged low interest rate environment. The prolonged low interest rate environment also has an adverse impact on our ability to further reduce rates on transaction accounts. 
 
Provision for Loan Losses.  We recorded a provision for loan losses of $350,000 for the three months ended December 31, 2014 compared to $150,000 for the three months ended December 31, 2013.  The increase in the provision corresponds with the growth in the loan portfolio compared to the prior year period partially offset by improvement in our charge-off experience compared to the prior year period. The allowance for loan losses was $4.2 million, or 0.95% of total

40


loans, at December 31, 2014, compared to $4.1 million, or 0.97% of total loans, at September 30, 2014, and $3.7 million, or 1.07% of total loans, at December 31, 2013.  Total nonperforming loans were $1.2 million at December 31, 2014, compared to $1.4 million at September 30, 2014, and $5.0 million at December 31, 2013.  As a percentage of nonperforming loans, the allowance for loan losses was 350.0% at December 31, 2014, compared to 284.8% at September 30, 2014, and 75.6% at December 31, 2013.  Total classified loans were $3.7 million at December 31, 2014, compared to $4.1 million at September 30, 2014, and $9.7 million at December 31, 2013.
 
The allowance for loan losses reflects the balance we believe to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at December 31, 2014, September 30, 2014, and December 31, 2013.
 
Non-Interest Income Non-interest income decreased $84,000, or 4.8%, to $1.7 million for the three months ended December 31, 2014 from $1.8 million for the three months ended December 31, 2013. The decrease was primarily related to decreases in servicing fee income of $210,000, insurance and securities sales commissions of $37,000 and rental income from real estate operations of $32,000; offset by increases in service fees on deposit accounts of $91,000, gain on the sale of securities of $70,000 and gain on sales of loans of $22,000.  The decrease in servicing fee income resulted from the partial recovery, in the prior year period, of valuation reserves on our mortgage servicing asset as a result of an increase in the expected life of our serviced loan portfolio due to an increase in market interest rates. The decrease in insurance and securities sales commissions resulted from the Bank's restructuring of this business line to improve its performance. The decrease in rental income from real estate operations was the result of the sale of real estate in the second half of fiscal 2014. The increase in service fees on deposit accounts resulted from an increase in debit card interchange income and overdraft fees on checking accounts. The increase in gain on sales of securities resulted from the sale of investment securities to partially fund the growth of the loan portfolio during the quarter.
 
Non-Interest Expense.  Non-interest expense decreased $539,000, or 9.5%, to $5.1 million for the three months ended December 31, 2014, from $5.6 million for the three months ended December 31, 2013. The decrease was primarily caused by decreases of $186,000 in net loss from operation and sale of foreclosed real estate, $114,000 in occupancy expense, $96,000 in other expenses, $80,000 in data processing expense, $68,000 in FDIC insurance premiums expense and $49,000 in real estate held for investment expenses. These reductions were offset by an increase of $84,000 in salaries and employee benefits. The decrease in net loss from operation and sale of foreclosed real estate resulted from lower levels of foreclosed real estate being managed, on average during the period, compared to the prior period. The decreases in occupancy expense and real estate held for investment expenses resulted from the closing of three branches and the sale of related real estate in the second half of fiscal 2014. The decrease in FDIC insurance premium expense was a result of the reduction of the rate the Bank is charged for this insurance due to the termination of the formal agreement with the OCC in fiscal 2014. The increase in salaries and employee benefits resulted primarily from the awards made under our equity incentive plan in June 2014.
 
Provision for Income Taxes.  Income tax expense was $223,000 for the three months ended December 31, 2014, compared to benefit of $2,000 for the three months ended December 31, 2013.  The effective tax rate as a percent of pre-tax income was 33.3% and (3.0)% for the three months ended December 31, 2014 and 2013, respectively. The effective tax rate increased for the three months ended December 31, 2014 due to the impact of tax-exempt income on the effective rate calculation in a tax loss scenario such as occurred in the three months ended December 31, 2013.
 
Analysis of Net Interest Income
 
Net interest income represents the difference between the income we earn on interest-earning assets and the interest expense we pay on interest-bearing liabilities. Net interest income also depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them.  The following tables set forth average balance sheets, average yields and costs, and certain other information at or for the periods indicated.  Average balances are derived from daily average balances for all periods.  Non-accrual loans were included in the computation of average balances, but have been reflected in the tables as loans carrying a zero yield. No tax equivalent yield adjustments have been made.  The yields set forth below include the effect of loan fees, discounts and premiums that are amortized or accreted to interest income.



41


 
 
For the Three Months Ended December 31,
 
 
2014
 
2013
 
 
Average Outstanding Balance
 
Interest
 
Yield/Cost
 
Average Outstanding Balance
 
Interest
 
Yield/Cost
 
 
Assets:
 
 
 
 
 
 
 
 
 
 
 
 
Loans
 
$
423,319

 
$
4,459

 
4.21
%
 
$
339,988

 
$
3,978

 
4.68
%
Securities
 
85,437

 
409

 
1.91

 
106,172

 
511

 
1.93

Fed funds sold and other interest-earning deposits
 
9,920

 
12

 
0.48

 
24,096

 
37

 
0.61

Total interest-earning assets
 
518,676

 
4,880

 
3.76
%
 
470,256

 
4,526

 
3.85
%
Noninterest-earning assets
 
61,696

 
 
 
 
 
78,226

 
 
 
 
Total assets
 
$
580,372

 
 
 
 
 
$
548,482

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Liabilities and stockholders' equity:
 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing demand deposits
 
$
60,207

 

 
%
 
$
20,088

 
$

 
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Checking accounts
 
167,086

 
103

 
0.25

 
194,100

 
$
114

 
0.23

Passbook and statement savings
 
122,707

 
49

 
0.16

 
118,824

 
45

 
0.15

Variable rate money market
 
25,889

 
10

 
0.15

 
26,241

 
12

 
0.18

Certificates of deposit
 
97,040

 
263

 
1.08

 
87,819

 
253

 
1.15

Total interest bearing deposits
 
412,722

 
425

 
0.41

 
426,984

 
424

 
0.40

      Total deposits
 
472,929

 
425

 
0.36

 
447,072

 
424

 
0.38

 
 
 
 
 
 
 
 
 
 
 
 
 
FHLB advances
 
10,353

 
4

 
0.15

 

 

 

Notes payable
 

 

 

 

 

 

Total deposits and interest-bearing liabilities
 
483,282

 
429

 
0.36
%
 
447,072

 
424

 
0.38
%
 
 
 
 
 
 
 
 
 
 
 
 
 
Other liabilities
 
9,999

 
 
 
 
 
10,238

 
 
 
 
Total liabilities
 
493,281

 
 
 
 
 
457,310

 
 
 
 
Stockholders' equity
 
87,091

 
 
 
 
 
91,172

 
 
 
 
Total liabilities and stockholders' equity
 
$
580,372

 
 
 
 
 
$
548,482

 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 
 
 
$
4,451

 
 
 
 
 
$
4,102

 
 
Net interest rate spread
 
 
 
 
 
3.40
%
 
 
 
 
 
3.47
%
Net interest-earning assets
 
$
35,394

 
 
 
 
 
$
23,184

 
 
 
 
Net interest margin
 
 
 
 
 
3.43
%
 
 
 
 
 
3.49
%
Average of interest-earning assets to interest-bearing liabilities
 
 
 
 
 
107.32
%
 
 
 
 
 
105.19
%



Liquidity and Capital Resources
 
Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans, proceeds from maturities and calls of securities, Federal Home Loan Bank advances and, to a lesser extent, short-term borrowings from other financial institutions. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments including interest-bearing demand deposits. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.
 
Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities.  Net cash used in operating activities was $6.2 million and $4.1 million for the three months ended December 31, 2014 and December 31, 2013, respectively.  Net cash used in investing activities, which consists primarily of disbursements for loan originations and the purchase of securities, offset by principal collections on loans, proceeds from the

42


sale of securities and proceeds from maturing securities and pay downs on mortgage-backed securities, was $17.9 million and $7.5 million for the three months ended December 31, 2014 and December 31, 2013, respectively.  During the three months ended December 31, 2014, we purchased $8.2 million and sold $12.1 million in securities held as available-for-sale, and during the three months ended December 31, 2013, we purchased $6.4 million and sold $0 in securities held as available-for-sale.  Net cash provided by (used in) financing activities was $30.9 million and $(2.4) million for the three months ended December 31, 2014 and December 31, 2013, respectively and consisted of increases (decreases) in deposit accounts, increases in FHLB borrowings, and the purchases of Company treasury stock.
 
At December 31, 2014, Westbury Bank exceeded all of its regulatory capital requirements with Tier 1 leverage capital of $62.1 million, or 10.79% of adjusted total assets, which is above the well-capitalized level of $28.8 million, or 5.00%; and total risk-based capital of $66.3 million, or 15.81% of risk-weighted assets, which is above the well-capitalized level of $41.9 million, or 10.00%.  Accordingly, Westbury Bank was categorized as well-capitalized at December 31, 2014. 
 
At December 31, 2014, we had outstanding commitments to originate loans of $2.4 million, unused commercial and home equity lines of credit of $90.4 million and stand-by letters of credit of $967,000.  We anticipate that we will have sufficient funds available to meet our current loan origination commitments.  Certificates of deposit that are scheduled to mature in less than one year from December 31, 2014 totaled $38.4 million.  Management expects that a substantial portion of the maturing certificates of deposit will be renewed.  However, if a substantial portion of these deposits is not retained, we may utilize Federal Home Loan Bank advances or the proceeds from our recent stock offering or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.
 
Off-Balance Sheet Arrangements.  In the normal course of operations, we engage in a variety of financial transactions that, in accordance with U.S. Generally Accepted Accounting Principles are not recorded in our 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, lines of credit and standby letters of credit.
 
We have not engaged in any other off-balance-sheet transactions in the normal course of our lending activities.

Impact of Inflation and Changing Prices
 
The financial statements and related data presented herein have been prepared in accordance with U.S. Generally Accepted Accounting Principles which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation.  The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates, generally, have a more significant impact on a financial institution’s performance than does inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
 
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
 
Disclosures of quantitative and qualitative market risk are not required by smaller reporting companies, such as the Company.
 

ITEM 4. CONTROLS AND PROCEDURES
 
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of December 31, 2014. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.
 
During the quarter ended December 31, 2014, there have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934, amended) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
 



43





PART II
 
ITEM 1. LEGAL PROCEEDINGS
 
On December 3, 2012, a civil suit was filed in the United States District Court for the Eastern District of Wisconsin, Civil Action Number 12-CV-1210, by First American Title Insurance Company against Westbury Bank.  The plaintiffs seek actual damages of $3.6 million and additional treble or such punitive or other damages as determined by the court, as well as plaintiffs’ fees, costs and expenses.  The suit alleges that Westbury Bank should have been aware of the misappropriation of funds deposited into an escrow account maintained by a commercial customer of Westbury Bank, New Horizon Title, LLC.  The suit also alleges that Westbury Bank improperly deducted overdraft fees from the escrow account, that Westbury Bank aided and abetted its customer in the misappropriation of escrowed funds and in its customer’s breach of fiduciary duty to plaintiffs and lenders to whom the escrowed funds belonged, that Westbury Bank’s conduct amounted to commercial bad faith under state commercial law and that Westbury Bank was unjustly enriched as a result of its actions.
 
Westbury Bank believes that the lawsuit is without merit and intends to defend itself vigorously.  Based on the information available to Westbury Bank’s litigation counsel at this time, they believe that the claims in this case are legally and factually without merit.  Counsel is unable to give an opinion as to the likely outcome.  Other than the foregoing, we are not involved in any pending legal proceedings as a plaintiff or defendant other than routine legal proceedings occurring in the ordinary course of business, and at December 31, 2014, we were not involved in any legal proceedings, the outcome of which would be material to our financial condition or results of operations.
 
ITEM 1A. RISK FACTORS
 
Disclosures of risk factors are not required by smaller reporting companies, such as the Company.

ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
 
(a)
Unregistered Sales of Equity Securities.  None.

(b)
Use of Proceeds.  None.
 
(c)
Repurchase of Equity Securities. 

The table below sets forth Westbury Bancorp Inc.'s common stock repurchases during the three months ended December 31, 2014.
 
Period
(a)
Total number of shares purchased
(b)
Average price paid per share
(c)
Total number of shares purchased as part of publicly announced plans or programs
(d)
Maximum number of shares that may yet be purchased under the plans or programs
October 1 - October 31, 2014
32,482

$
15.02

32,482

196,222

November 1 - November 30, 2014
15,492

15.13

15,492

180,730

December 1 - December 31, 2014
7,087

15.24

7,087

173,643

Total
55,061

$
15.08

55,061



On August 20, 2014, the Company announced that its Board of Directors had authorized the repurchase of up to 250,000 shares of the Company's common stock, representing 4.9% of the Company's outstanding shares. The shares may be purchased in the open market or in privately negotiated transactions from time to time depending on market conditions and other factors. As of December 31, 2014, 76,357 shares had been purchased.

44



 
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
 
None.
 
ITEM 4. MINE SAFETY DISCLOSURES
 
Not applicable.
 
ITEM 5. OTHER INFORMATION
 
None.
 
ITEM 6. EXHIBITS
 
The exhibits required by Item 601 of Regulation S-K are included with this Form 10-Q and are listed on the “Index to Exhibits” immediately following the Signatures.

45



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.
 
Westbury Bancorp, Inc.
 
Date: January 30, 2015
 
/s/ Raymond F. Lipman
Raymond F. Lipman
Chairman and Chief Executive Officer
 
/s/ Kirk J. Emerich
Kirk J. Emerich
Senior Vice President and Chief Financial Officer


46


INDEX TO EXHIBITS
 
Exhibit Number
 
Description
3.1
 
Articles of Incorporation of Westbury Bancorp, Inc.*
3.2
 
Amended and Restated Bylaws of Westbury Bancorp, Inc.**
31.1
 
Certification of Raymond F. Lipman, Chairman and Chief Executive Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a)
31.2
 
Certification of Kirk J. Emerich, Senior Vice President and Chief Financial Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a)
32
 
Certification of Raymond F. Lipman, Chairman and Chief Executive Officer, and Kirk J. Emerich, Senior Vice President and Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002.
101
 
The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended December 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Changes in Stockholders' Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to Unaudited Consolidated Financial Statements
_______________________________________
*
Incorporated herein by reference to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-184594).

**
Incorporated herein by reference to Exhibit 3.2 to the Registrant's Annual Report on Form 10-K for the fiscal year ended September 30, 2014.

47