UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
(Mark
One)
|
x |
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
For the
quarterly period ended December 31, 2008
OR
|
o |
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
|
|
|
|
|
|
For
the transition period from
to
|
|
|
|
|
|
Commission
file number: 001-34051
|
Malvern Federal Bancorp,
Inc.
(Exact
Name of Registrant as Specified in Its Charter)
United States
|
|
38-3783478
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
|
(I.R.S.
Employer Identification No.)
|
41
East Lancaster Avenue
|
|
Paoli, Pennsylvania
|
19301
|
(Address
of Principal Executive Offices)
|
(Zip
Code)
|
(610)
644-9400
(Registrant’s
Telephone Number, Including Area Code)
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.
x Yes o No
Indicate by check mark whether the
registrant is a large accelerated filer, an accelerated filer, a non-accelerated
filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule
12b-2 of the Exchange Act. (Check One):
Large
accelerated filer
|
o |
Accelerated
filer
|
o |
|
|
|
|
|
|
Non-accelerated
filer
|
o |
Smaller
reporting company
|
x |
|
(Do not
check if a smaller reporting company)
Indicate by check mark whether the
registrant is a shell company (as defined in Rule 12b-2 of the Exchange
Act).
o Yes x No
APPLICABLE
ONLY TO CORPORATE ISSUERS:
Indicate
the number of shares outstanding of each of the issuer’s classes of common
stock, as of the latest practicable date: As of February 13, 2009,
6,152,500 shares of the Registrant’s common stock were issued and
outstanding.
____________________
PART
I - FINANCIAL INFORMATION
Page
Item
1 -
|
Financial
Statements (Unaudited)
|
1
|
|
|
|
Item
2 -
|
Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
|
23
|
|
|
|
Item
3 -
|
Quantitative
and Qualitative Disclosures About Market Risk
|
34
|
|
|
|
Item
4T -
|
Controls
and Procedures
|
34
|
|
|
|
PART
II - OTHER INFORMATION
|
|
|
|
Item
1 -
|
Legal
Proceedings
|
34
|
|
|
|
Item
1A -
|
Risk
Factors
|
34
|
|
|
|
Item
2 -
|
Unregistered
Sales of Equity Securities and Use of Proceeds
|
35
|
|
|
|
Item
3 -
|
Defaults
Upon Senior Securities
|
35
|
|
|
|
Item
4 -
|
Submission
of Matters to a Vote of Security Holders
|
35
|
|
|
|
Item
5 -
|
Other
Information
|
35
|
|
|
|
Item
6 -
|
Exhibits
|
35
|
|
|
|
Signatures
|
36
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
Consolidated
Statements of Financial Condition (Unaudited)
|
|
December
31, 2008
|
|
|
September
30, 2008
|
|
|
|
|
|
|
|
|
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash
and due from depository institutions
|
|
$ |
5,948,247 |
|
|
$ |
5,727,820 |
|
Interest
bearing deposits in depository institutions
|
|
|
5,680,899 |
|
|
|
7,194,477 |
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents
|
|
|
11,629,146 |
|
|
|
12,922,297 |
|
|
|
|
|
|
|
|
|
|
Investment
securities available for sale
|
|
|
21,827,343 |
|
|
|
21,968,607 |
|
Investment
securities held to maturity (fair value of $2,809,928 and $2,830,221,
respectively)
|
|
|
2,748,206 |
|
|
|
2,869,837 |
|
Restricted
stock, at cost
|
|
|
6,566,973 |
|
|
|
6,895,673 |
|
Loans
receivable, net of allowance for loan losses of $4,799,347 and $5,504,512,
respectively
|
|
|
589,717,461 |
|
|
|
571,536,460 |
|
Accrued
interest receivable
|
|
|
2,181,961 |
|
|
|
2,452,694 |
|
Property
and equipment, net
|
|
|
9,118,424 |
|
|
|
9,018,484 |
|
Deferred
income taxes, net
|
|
|
2,166,010 |
|
|
|
2,257,575 |
|
Bank-owned
life insurance
|
|
|
13,222,100 |
|
|
|
8,135,630 |
|
Real
estate owned
|
|
|
3,536,343 |
|
|
|
230,262 |
|
Other
assets
|
|
|
1,329,158 |
|
|
|
1,221,188 |
|
|
|
|
|
|
|
|
|
|
Total
Assets
|
|
$ |
664,043,125 |
|
|
$ |
639,508,707 |
|
|
|
|
|
|
|
|
|
|
Liabilities
and Shareholders’ Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
Deposits-noninterest-bearing
|
|
$ |
19,472,872 |
|
|
$ |
18,470,229 |
|
Deposits-interest-bearing
|
|
|
456,449,034 |
|
|
|
435,022,907 |
|
|
|
|
|
|
|
|
|
|
Total
Deposits
|
|
|
475,921,906 |
|
|
|
453,493,136 |
|
|
|
|
|
|
|
|
|
|
FHLB
line of credit
|
|
|
8,000,000 |
|
|
|
8,500,000 |
|
FHLB
advances
|
|
|
105,707,721 |
|
|
|
105,298,447 |
|
Advances
from borrowers for taxes and insurance
|
|
|
2,581,841 |
|
|
|
1,579,203 |
|
Accrued
interest payable
|
|
|
1,283,550 |
|
|
|
894,061 |
|
Other
liabilities
|
|
|
1,208,628 |
|
|
|
908,161 |
|
|
|
|
|
|
|
|
|
|
Total
Liabilities
|
|
|
594,703,646 |
|
|
|
570,673,008 |
|
|
|
|
|
|
|
|
|
|
Commitments
and Contingencies
|
|
|
- |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
Shareholders’
Equity
|
|
|
|
|
|
|
|
|
Preferred
stock, $0.01 par value, 10,000,000 shares authorized, none
issued
|
|
|
- |
|
|
|
- |
|
Common
stock, $0.01par value, 40,000,000 shares authorized, issued and
outstanding: 6,152,500 shares
|
|
|
61,525 |
|
|
|
61,525 |
|
Additional
paid-in capital
|
|
|
25,955,973 |
|
|
|
25,959,169 |
|
Retained
earnings
|
|
|
46,068,628 |
|
|
|
45,663,389 |
|
Unearned
Employee Stock Ownership Plan (ESOP) shares
|
|
|
(2,534,646 |
) |
|
|
(2,571,028 |
) |
Accumulated
other comprehensive loss
|
|
|
(212,001 |
) |
|
|
(277,356 |
) |
Total
Shareholders’ Equity
|
|
|
69,339,479 |
|
|
|
68,835,699 |
|
|
|
|
|
|
|
|
|
|
Total
Liabilities and Shareholders’ Equity
|
|
$ |
664,043,125 |
|
|
$ |
639,508,707 |
|
See
notes to unaudited consolidated financial statements.
Malvern
Federal Bancorp, Inc. and
Subsidiaries
Consolidated
Statements of Income (Unaudited)
|
|
Three
Months Ended December 31,
|
|
|
|
|
|
|
|
|
Interest
and Dividend Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans,
including fees
|
|
$ |
8,678,487 |
|
|
$ |
7,779,464 |
|
Investment
securities, taxable
|
|
|
210,446 |
|
|
|
281,928 |
|
Investment
securities, tax-exempt
|
|
|
20,882 |
|
|
|
26,448 |
|
Dividends,
restricted stock
|
|
|
- |
|
|
|
65,139 |
|
Interest-bearing
cash accounts
|
|
|
5,506 |
|
|
|
70,829 |
|
|
|
|
|
|
|
|
|
|
Total
Interest and Dividend Income
|
|
|
8,915,321 |
|
|
|
8,223,808 |
|
|
|
|
|
|
|
|
|
|
Interest
Expense
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
3,513,859 |
|
|
|
4,011,278 |
|
Short-term
borrowings
|
|
|
1,281 |
|
|
|
45,151 |
|
Long-term
borrowings
|
|
|
1,331,953 |
|
|
|
957,444 |
|
|
|
|
|
|
|
|
|
|
Total
Interest Expense
|
|
|
4,847,093 |
|
|
|
5,013,873 |
|
|
|
|
|
|
|
|
|
|
Net
Interest Income
|
|
|
4,068,228 |
|
|
|
3,209,935 |
|
|
|
|
|
|
|
|
|
|
Provision
for Loan Losses
|
|
|
445,000 |
|
|
|
128,000 |
|
|
|
|
|
|
|
|
|
|
Net
Interest Income after Provision for Loan Losses
|
|
|
3,623,228 |
|
|
|
3,081,935 |
|
|
|
|
|
|
|
|
|
|
Other
Income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Service
charges and other fees
|
|
|
303,590 |
|
|
|
295,708 |
|
Rental
income
|
|
|
63,386 |
|
|
|
62,795 |
|
Gain
on sale of investment securities available for sale, net
|
|
|
17,796 |
|
|
|
- |
|
Gain
on sale of loans, net
|
|
|
- |
|
|
|
42,788 |
|
Earnings
on bank owned life insurance
|
|
|
86,470 |
|
|
|
87,561 |
|
|
|
|
|
|
|
|
|
|
Total
Other Income
|
|
|
471,242 |
|
|
|
488,852 |
|
|
|
|
|
|
|
|
|
|
Other
Expenses
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Salaries
and employee benefits
|
|
|
1,558,300 |
|
|
|
1,391,610 |
|
Occupancy
expense
|
|
|
442,905 |
|
|
|
465,817 |
|
Federal
deposit insurance premiums
|
|
|
81,677 |
|
|
|
12,128 |
|
Advertising
|
|
|
152,876 |
|
|
|
111,245 |
|
Data
processing
|
|
|
306,745 |
|
|
|
246,415 |
|
Professional
fees
|
|
|
281,663 |
|
|
|
113,818 |
|
Other
operating expenses
|
|
|
525,069 |
|
|
|
385,160 |
|
|
|
|
|
|
|
|
|
|
Total
Other Expenses
|
|
|
3,349,235 |
|
|
|
2,726,193 |
|
|
|
|
|
|
|
|
|
|
Income
before Income Taxes
|
|
|
745,235 |
|
|
|
844,594 |
|
|
|
|
|
|
|
|
|
|
Income
Taxes
|
|
|
229,251 |
|
|
|
278,779 |
|
Net
Income
|
|
$ |
515,984 |
|
|
$ |
565,815 |
|
Basic
Earnings Per Share
|
|
$ |
0.09 |
|
|
|
N/A |
|
Dividend
Declared Per Share
|
|
$ |
0.04 |
|
|
|
N/A |
|
See notes to unaudited
consolidated financial statements.
Malvern
Federal Bancorp, Inc. and
Subsidiaries
Consolidated
Statements
of Changes in Shareholders’ Equity (Unaudited)
|
|
Common
Stock
|
|
|
Additional
Paid-In
Capital
|
|
|
Retained
Earnings
|
|
|
Unearned
ESOP
Shares
|
|
|
Accumulated
Other
Comprehensive
Loss
|
|
|
Total
Shareholders'
Equity
|
|
Balance,
October 1, 2007
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
44,321,829 |
|
|
$ |
- |
|
|
$ |
(282,654 |
) |
|
$ |
44,039,175 |
|
Comprehensive
Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
|
- |
|
|
|
- |
|
|
|
565,815 |
|
|
|
- |
|
|
|
- |
|
|
|
565,815 |
|
Net
change in unrealized loss on securities available for sale, net of tax
effect
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
91,446 |
|
|
|
91,446 |
|
Total
Comprehensive Income
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
657,261 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2007
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
44,887,644 |
|
|
$ |
- |
|
|
$ |
(191,208 |
) |
|
$ |
44,696,436 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
October 1, 2008
|
|
$ |
61,525 |
|
|
$ |
25,959,169 |
|
|
$ |
45,663,389 |
|
|
$ |
(2,571,028 |
) |
|
$ |
(277,356 |
) |
|
$ |
68,835,699 |
|
Comprehensive
Income:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Income
|
|
|
- |
|
|
|
- |
|
|
|
515,984 |
|
|
|
- |
|
|
|
- |
|
|
|
515,984 |
|
Net
change in unrealized loss on securities available for sale, net of tax
effect
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
65,355 |
|
|
|
65,355 |
|
Total
Comprehensive Income
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
|
|
581,339 |
|
Cash
dividend declared ($0.04 per share)
|
|
|
- |
|
|
|
- |
|
|
|
(110,745 |
) |
|
|
- |
|
|
|
- |
|
|
|
(110,745 |
) |
Committed
to be released ESOP shares
|
|
|
- |
|
|
|
(3,196 |
) |
|
|
- |
|
|
|
36,382 |
|
|
|
- |
|
|
|
33,186 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance,
December 31, 2008
|
|
$ |
61,525 |
|
|
$ |
25,955,973 |
|
|
$ |
46,068,628 |
|
|
$ |
(2,534,646 |
) |
|
$ |
(212,001 |
) |
|
$ |
69,339,479 |
|
See notes to unaudited consolidated
financial statements.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Consolidated
Statements of Cash Flows (Unaudited)
|
|
Three
Months Ended December 31,
|
|
|
|
|
|
|
|
|
Cash
Flows from Operating Activities
|
|
|
|
|
|
|
Net
income
|
|
$ |
515,984 |
|
|
$ |
565,815 |
|
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
|
|
|
|
|
|
|
|
Depreciation
expense
|
|
|
232,886 |
|
|
|
233,605 |
|
Provision
for loan losses
|
|
|
445,000 |
|
|
|
128,000 |
|
Deferred
income taxes
|
|
|
26,027 |
|
|
|
(141,688 |
) |
ESOP
expenses
|
|
|
33,186 |
|
|
|
- |
|
Amortization
of premiums and discounts on investments securities, net
|
|
|
350,351 |
|
|
|
258,097 |
|
Amortization
of mortgage servicing rights
|
|
|
24,500 |
|
|
|
29,585 |
|
Net
gain on sale of investment securities available for sale
|
|
|
(17,796 |
) |
|
|
- |
|
Net
gain on sale of loans
|
|
|
- |
|
|
|
(42,788 |
) |
Decrease
in accrued interest receivable
|
|
|
270,733 |
|
|
|
223,037 |
|
Increase
in accrued interest payable
|
|
|
389,489 |
|
|
|
62,002 |
|
Increase
(decrease) in other liabilities
|
|
|
300,467 |
|
|
|
(6,397 |
) |
Earnings
on bank-owned life insurance
|
|
|
(86,470 |
) |
|
|
(87,561 |
) |
Increase
in other assets
|
|
|
(132,470 |
) |
|
|
(576,730 |
) |
Amortization
of loan origination fees and costs
|
|
|
(174,294 |
) |
|
|
(219,548 |
) |
Increase
in income tax payable
|
|
|
- |
|
|
|
187,432 |
|
|
|
|
|
|
|
|
|
|
Net
Cash Provided by Operating Activities
|
|
|
2,177,593 |
|
|
|
612,860 |
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Investing Activities
|
|
|
|
|
|
|
|
|
Proceeds
from maturities and principal collections:
|
|
|
|
|
|
|
|
|
Investment
securities held to maturity
|
|
|
109,911 |
|
|
|
42,785 |
|
Investment
securities available for sale
|
|
|
449,866 |
|
|
|
8,955,313 |
|
Proceeds
from sales, investment securities available for sale
|
|
|
1,143,619 |
|
|
|
- |
|
Purchases
of investment securities available for sale
|
|
|
(1,642,163 |
) |
|
|
- |
|
Proceeds
from sale of loans
|
|
|
- |
|
|
|
9,301,059 |
|
Purchase
of other real estate owned
|
|
|
(780,281 |
) |
|
|
- |
|
Loan
purchases
|
|
|
(15,396,557 |
) |
|
|
(20,239,811 |
) |
Loan
originations and principal collections, net
|
|
|
(5,580,950 |
) |
|
|
2,554,455 |
|
Purchases
of bank-owned life insurance
|
|
|
(5,000,000 |
) |
|
|
- |
|
Net
(increase) decrease in FHLB stock
|
|
|
328,700 |
|
|
|
88,000 |
|
Purchases
of property and equipment
|
|
|
(332,826 |
) |
|
|
(115,448 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(26,700,681 |
) |
|
|
586,352 |
|
|
|
|
|
|
|
|
|
|
Cash
Flows from Financing Activities
|
|
|
|
|
|
|
|
|
Net
increase (decrease) in deposits
|
|
|
22,428,770 |
|
|
|
(8,236,287 |
) |
Net
decrease in short-term borrowings
|
|
|
(500,000 |
) |
|
|
(4,000,000 |
) |
Proceeds
from long-term borrowings
|
|
|
5,000,000 |
|
|
|
4,000,000 |
|
Repayment
of long-term borrowings
|
|
|
(4,590,726 |
) |
|
|
(3,357,178 |
) |
Increase
in advances from borrowers for taxes and insurance
|
|
|
1,002,638 |
|
|
|
966,546 |
|
Cash
dividend paid
|
|
|
(110,745 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
23,229,937 |
|
|
|
(10,626,919 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
(1,293,151 |
) |
|
|
(9,427,707 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
12,922,297 |
|
|
|
18,966,750 |
|
|
|
|
|
|
|
|
|
|
Cash
and Cash Equivalents – Ending
|
|
$ |
10,540,146 |
|
|
$ |
9,539,043 |
|
|
|
|
|
|
|
|
|
|
Supplementary
Cash Flows Information
|
|
|
|
|
|
|
|
|
Interest
paid
|
|
$ |
4,457,604 |
|
|
$ |
4,951,871 |
|
|
|
|
|
|
|
|
|
|
Income
taxes paid
|
|
$ |
- |
|
|
$ |
213,000 |
|
|
|
|
|
|
|
|
|
|
Non-cash
transfer of loans to foreclosed real estate
|
|
$ |
2,525,800 |
|
|
$ |
212,500 |
|
See notes to unaudited consolidated
financial statements.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
1 – Organizational Structure and Nature of Operations
Malvern
Federal Bancorp, Inc. (the “Company”) and its subsidiaries, Malvern Federal
Holdings, Inc., a Delaware company, formed on September 26, 2008 for the purpose
of managing certain investment securities, and Malvern Federal Savings Bank (the
“Bank”) and its subsidiaries, Strategic Asset Management Group, Inc. (“SAMG”)
and Malvern Federal Investments, Inc., a Delaware investment company, formed on
September 26, 2008 for the purpose of managing certain investment securities,
provides various banking services, primarily the accepting of deposits and the
origination of residential and commercial mortgage loans through the Bank’s
seven full-service branches in Chester County, Pennsylvania. SAMG
owns 50% of Malvern Insurance Associates, LLC. Malvern Insurance
Associates, LLC offers a full line of business and personal lines of insurance
products. As of December 31, 2008 and 2007, SAMG’s total assets were
$50,989 and $36,810, respectively. The net loss of SAMG for the three
months ended December 31, 2008 and 2007 was $425 and $600,
respectively. The Company is subject to competition from various
other financial institutions and financial services companies. The
Company is also subject to the regulations of certain federal and state agencies
and, therefore, undergoes periodic examinations by those regulatory
agencies.
On May
19, 2008 Malvern Federal Savings Bank completed its reorganization to a two-tier
mutual holding company structure and the sale by the mid-tier stock company,
Malvern Federal Bancorp, Inc., of shares of its common stock. In the
reorganization and offering, the Company sold 2,645,575 shares of common stock
to certain members of the Bank and the public at a purchase price of $10.00 per
share, issued 3,383,875 shares to Malvern Federal Mutual Holding Company and
contributed 123,050 shares to the Malvern Federal Charitable
Foundation. The Mutual Holding Company is a federally chartered
mutual holding company. The Mutual Holding Company and the Company
are subject to regulation and supervision of the Office of Thrift
Supervision. Malvern Federal Mutual Holding Company owns 55% of
Malvern Federal Bancorp’s outstanding common stock after the reorganization and
must always own at least a majority of the voting stock of Malvern Federal
Bancorp, Inc. In addition to the shares of Malvern Federal Bancorp,
Inc. which it owns, Malvern Federal Mutual Holding Company was capitalized with
$100,000 in cash. The offering resulted in approximately $26.0
million in net proceeds. The financial statements prior to the
reorganization are the financial statements of the Bank. An Employee
Stock Ownership Plan (“ESOP”) was established which borrowed approximately $2.6
million from Malvern Federal Bancorp, Inc. to purchase 241,178 shares of common
stock. Principal and interest payments of the loan are being made
quarterly over a term of 18 years at an interest rate of 5.0%.
Note
2 – Summary of Significant Accounting Policies
Basis
of Presentation and Consolidation
The
consolidated financial statements at December 31, 2008 and September 30, 2008
and for the quarter ended December 31, 2008 include the accounts of the Malvern
Federal Bancorp, Inc. and its subsidiaries, Malvern Federal Savings Bank and its
subsidiaries, and Malvern Federal Holdings, Inc. For the quarter
ended December 31, 2007, the consolidated financial statements are of Malvern
Federal Savings Bank and its subsidiary, Strategic Asset Management Group,
Inc. All intercompany transactions and balances have been
eliminated.
The
accompanying unaudited consolidated financial statements were prepared in
accordance with the instructions to Form 10-Q, and therefore, do not include all
the information or footnotes necessary for a complete presentation of financial
condition, statement of income, changes in shareholders’ equity, and cash flows
in conformity with accounting principles generally accepted in the United
States. However, all normal recurring adjustments that, in the
opinion of management, are necessary for a fair presentation of the consolidated
financial statements have been included. These financial statements
should be read in conjunction with the audited consolidated financial statements
of Malvern Federal Bancorp, Inc. and the accompanying notes thereto for the year
ended September 30, 2008, which are included in the Company’s Annual Report on
Form 10-K for the year ended September 30, 2008. The results for the
three months ended December 31, 2008 are not necessarily indicative of the
results that may be expected the fiscal year ending September 30, 2009, or any
other period.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
2 – Summary of Significant Accounting Policies (Continued)
Use
of Estimates
The
preparation of financial statements in conformity with accounting principles
generally accepted in the United States of America requires management to make
estimates and assumptions that affect the reported amounts of assets and
liabilities and disclosure of contingent assets and liabilities at the date of
the financial statements and the reported amounts of income and expenses during
the reporting period. Actual results could differ from those
estimates. Material estimates that are particularly susceptible to
significant change in the near term relate to the determination of the allowance
for loan losses, the valuation of deferred tax assets, and the evaluation of
other-than-temporary impairment of investment securities and restricted
stock.
Significant
Group Concentrations of Credit Risk
Most of
the Company’s activities are with customers located within Chester County,
Pennsylvania. Note 5 discusses the types of investment
securities that the Company invests in. Note 6 discusses the
types of lending that the Company engages in. The Company does not
have any significant concentrations to any one industry or
customer. Although the Company has a diversified portfolio, its
debtors ability to honor their contracts is influenced by the region’s
economy.
Cash
and Cash Equivalents
For
purposes of reporting cash flows, cash and cash equivalents include cash on
hand, amounts due from depository institutions and interest bearing deposits at
other institutions.
The
Company maintains cash deposits in other depository institutions that
occasionally exceed the amount of deposit insurance
available. Management periodically assesses the financial condition
of these institutions and believes that the risk of any possible credit loss is
minimal.
The Bank
is required to maintain average reserve balances in vault cash with the Federal
Reserve Bank based upon outstanding balances of deposit transaction
accounts. Based upon the Company’s outstanding transaction deposit
balances, the Bank maintained a deposit account with the Federal Reserve Bank in
the amount of $2,006,000 and $1,840,000 at December 31, 2008 and September 30,
2008, respectively.
Investment
Securities
Investment
securities that management has the positive intent and ability to hold until
maturity are classified as held to maturity and are carried at their remaining
unpaid principal balance, net of unamortized premiums, or unaccreted discounts.
Premiums are amortized and discounts are accreted using a method, which
approximates the interest method over the estimated remaining term of the
underlying security.
Investment
securities that will be held for indefinite periods of time, including
securities that may be sold in response to changes in market interest or
prepayment rates, needs for liquidity, and changes in the availability of and
the yield of alternative investments are classified as available for
sale. These securities are carried at estimated fair value, which is
determined using published quotes. Unrealized gains and losses are
excluded from earnings and are reported net of taxes in other comprehensive
income. Realized gains and losses are recorded on the trade date and
are determined using the specific identification method.
Management
determines the appropriate classification of investment securities at the time
of purchase and reevaluates such designation as of each balance sheet
date.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
2 – Summary of Significant Accounting Policies (Continued)
Declines
in the fair value of held to maturity and available for sale investment
securities below their cost that are deemed to be other than temporary are
reflected in earnings as realized losses. In estimating
other-than-temporary impairment losses, management considers (1) the length of
time and the extent to which the fair value has been less than cost, (2) the
financial condition and near-term prospects of the issuer, and (3) the intent
and ability of the Company to retain its investment in the issuer for a period
of time sufficient to allow for any anticipated recovery in fair
value.
Loans
Receivable
The
Company, through the Bank, grants mortgage, commercial and consumer loans to
customers. A substantial portion of the loan portfolio is represented
by residential and commercial mortgage loans throughout Chester County,
Pennsylvania. The ability of the Company’s debtors to honor their
contracts is dependent upon the real estate and general economic conditions in
this area.
Loans
receivable that management has the intent and ability to hold until maturity or
payoff are stated at their outstanding unpaid principal balances, net of an
allowance for loan losses and any deferred fees and costs. Interest
income is accrued on the unpaid principal balance. Loan origination
fees and costs are deferred and recognized as an adjustment of the yield
(interest income) of the related loans using the interest method. The
Company is amortizing these amounts over the contractual life of the
loan.
The
accrual of interest is generally discontinued when the contractual payment of
principal or interest has become 90 days past due or management has serious
doubts about further collectibility of principal or interest, even though the
loan is currently performing. A loan may remain on accrual status if
it is in the process of collection and is either guaranteed or well
secured. When a loan is placed on nonaccrual status, unpaid interest
credited to income in the current year is reversed and unpaid interest accrued
in prior years is charged against the allowance for loan
losses. Interest received on nonaccrual loans generally is either
applied against principal or reported as interest income, according to
management’s judgment as to the collectibility of
principal. Generally, loans are restored to accrual status when the
obligation is brought current, has performed in accordance with the contractual
terms for a reasonable period of time, and the ultimate collectibility of the
total contractual principal and interest is no longer in doubt.
In
addition to originating loans, the Company purchases consumer and mortgage loans
from brokers in our market area. Such purchases are reviewed for
compliance with our underwriting criteria before they are purchased, and are
generally purchased without recourse to the seller.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
2 – Summary of Significant Accounting Policies (Continued)
Allowance
for Loan Losses
The
allowance for loan losses is established through provisions for loan losses
charged against income. Loans deemed to be uncollectible are charged
against the allowance for loan losses, and subsequent recoveries, if any, are
credited to the allowance.
The
allowance for loan losses is maintained at a level considered adequate to
provide for estimated probable loan losses. Management’s periodic
evaluation of the adequacy of the allowance is based on the Company’s past loan
loss experience, adverse situations that may affect the borrower’s ability to
repay, the estimated value of any underlying collateral, composition of the loan
portfolio, current economic conditions, and other relevant
factors. This evaluation is inherently subjective as it requires
material estimates that may be susceptible to significant revision as more
information becomes available.
The
allowance consists of specific, general and unallocated
components. The specific component relates to loans that are
classified as doubtful, substandard or special mention. For such
loans that are also classified as impaired, an allowance is established when the
discounted cash flows (or collateral value or observable market price) of the
impaired loan is lower than the carrying value for that loan. The
general component covers non-classified loans and is based on historical loss
experience adjusted for a qualitative estimate of probable
losses. The unallocated component of the allowance reflects the
margin of imprecision inherent in the underlying assumptions used in the
methodologies for estimating specific and general losses in the
portfolio.
A loan is
considered impaired when, based on current information and events, it is
probable that the Company will be unable to collect the scheduled payments of
principal or interest when due according to the contractual terms of the loan
agreement. Factors considered by management in determining impairment
include payment status, collateral value, and the probability of collecting
scheduled principal and interest payments when due. Loans that
experience insignificant payment delays and payment shortfalls generally are not
classified as impaired. Management determines the significance of
payment delays and payment shortfalls on a case-by-case basis, taking into
consideration all of the circumstances surrounding the loan and the borrower,
including the length of the delay, the reasons for the delay, the borrower’s
prior payment record, and the amount of the shortfall in relation to the
principal and interest owed. Impairment is measured on a loan by loan
basis for commercial and construction loans by either the present value of
expected future cash flows discounted at the loan’s effective interest rate, the
loan’s obtainable market price, or the fair value of the collateral if the loan
is collateral dependent.
Large
groups of smaller balance homogeneous loans are collectively evaluated for
impairment. Accordingly, the Company does not separately identify
individual consumer and mortgage loans for impairment disclosures, unless they
are subject to a restructuring agreement.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
2 – Summary of Significant Accounting Policies (Continued)
Loans
Held For Sale
The
Company does not originate any loans specifically for the purpose of being sold.
Recently, based on market conditions and in effort to mitigate interest rate
risk, the Company has sold loans. Since loans are not originated for the purpose
of being sold, the cash flows from the sale of such loans have been classified
as an investing activity in the consolidated statements of cash
flows.
Loan
Servicing
Servicing
assets are recognized as separate assets when rights are acquired through
purchase or through sale of financial assets. For sales of mortgage
loans, a portion of the cost of originating the loan is allocated to the
servicing right based on relative fair value. Fair value is based on
market prices for comparable mortgage servicing contracts, when available, or
alternatively is based on a valuation model that calculates the present value of
estimated future net servicing income. The valuation model
incorporates assumptions that market participants would use in estimating future
net servicing income, such as the cost to service, the discount rate, the
custodial earnings rate, an inflation rate, ancillary income, prepayment speeds
and default rates and losses. Capitalized servicing rights are
reported in other assets and are amortized into non-interest expense in
proportion to, and over the period of, the estimated future net servicing income
of the underlying financial assets.
Servicing
assets are evaluated for impairment based upon the fair value of the rights as
compared to amortized cost. Impairment is determined by stratifying
rights into tranches based on predominant risk characteristics, such as interest
rate, loan type and investor type. Impairment is recognized through a
valuation allowance for an individual tranche, to the extent that fair value is
less than the capitalized amount for the tranche. If the Company
later determines that all or a portion of the impairment no longer exists for a
particular tranche, a reduction of the allowance may be recorded as an increase
to income.
Real
Estate Owned
Assets
acquired through, or in lieu of, loan foreclosure are held for sale and are
initially recorded at fair value at the date of foreclosure, establishing a new
cost basis. Subsequent to foreclosure, valuations are periodically
performed by management and the assets are carried at the lower of carrying
amount or fair value less cost to sell. Revenue and expenses from
operations and changes in the valuation allowance are included in net expenses
from real estate owned.
Restricted
Stock
Restricted
stock, which represents required investments in the common stock of a
correspondent bank, is carried at cost and as of December 31, 2008 and September
30, 2008, and consists solely of the common stock of the Federal Home Loan Bank
of Pittsburgh (“FHLB”). In December 31, 2008 the FHLB notified member
banks that it was suspending dividend payments and the repurchase of capital
stock.
Management
evaluated the restricted stock for impairment in accordance with Statement of
Position (“SOP”) 01-6, “Accounting by Certain Entities (Including Entities With
Trade Receivables) That Lend to or Finance the Activities of
Others.” Management’s determination of whether these investments are
impaired is based on their assessment of the ultimate recoverability of their
cost rather than by recognizing temporary declines in value. The
determination of whether a decline affects the ultimate recoverability of an
investment’s cost is influenced by criteria such as (1) the significance of the
decline in net assets of the FHLB as compared to the capital stock amount for
the FHLB and the length of time this situation has persisted, (2) commitments by
the FHLB to make payments required by law or regulation and the level
of such payments in relation to the operating performance of the FHLB, and (3)
the impact of legislative and regulatory changes on institutions and,
accordingly, on the customer base of the FHLB.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
2 – Summary of Significant Accounting Policies (Continued)
Management
believes no impairment charge is necessary related to the restricted stock as of
December 31, 2008.
Property
and Equipment
Property
and equipment are carried at cost. Depreciation is computed using the
straight-line and accelerated methods over estimated useful lives ranging from 3
to 39 years beginning when assets are placed in service. When assets
are retired or otherwise disposed of, the cost and related accumulated
depreciation are removed from the accounts and any gain or loss is reflected in
income for the period. The cost of maintenance and repairs is charged
to income as incurred.
Transfers
of Financial Assets
Transfers
of financial assets are accounted for as sales, when control over the assets has
been surrendered. Control over transferred assets is deemed to be
surrendered when (1) the assets have been isolated from the Company, (2) the
transferee obtains the right (free of conditions that constrain it from taking
advantage of that right) to pledge or exchange the transferred assets, and (3)
the Company does not maintain effective control over the transferred assets
through an agreement to repurchase them before their maturity.
Bank-Owned
Life Insurance
The
Company invests in bank owned life insurance (“BOLI”) as a source of funding for
employee benefit expenses. BOLI involves the purchasing of life
insurance by the Bank on a chosen group of employees. The Bank is the
owner and beneficiary of the policies. This life insurance investment
is carried at the cash surrender value of the underlying
policies. Earnings from the increase in cash surrender value of the
policies are included in non-interest income on the statement of
income.
Employee
Benefit Plans
The
Bank’s 401(k) plan allows eligible participants to set aside a certain
percentage of their salaries before taxes. The Company may elect to
match employee contributions up to a specified percentage of their respective
salaries in an amount determined annually by the Board of
Directors. The Company’s matching contribution related to the plan
resulted in expenses of $82,993, and $80,151, for the three months ended
December 31, 2008, and 2007, respectively.
The
Company also maintains a Supplemental Executive and a Director Retirement Plan
(the “Plans”). The accrued amount for the Plans included in other
liabilities was $652,802 and $617,724 at December 31, 2008 and September
30, 2008, respectively. The expense associated with the Plans for the
three months ended December 31, 2008 and 2007 was $35,078 and $32,935,
respectively.
Advertising
Costs
The
Company follows the policy of charging the costs of advertising to expense as
incurred.
Income
Taxes
Deferred
taxes are provided on the liability method whereby deferred tax assets are
recognized for deductible temporary differences and deferred tax liabilities are
recognized for taxable temporary differences. Temporary differences
are the differences between the reported amounts of assets and liabilities and
their tax basis. Deferred tax assets are reduced by a valuation
allowance when, in the opinion of management, it is more likely than not that
some portion of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the
effects of changes in tax laws and rates on the date of
enactment. Malvern Federal Bancorp, Inc. and its subsidiaries file a
consolidated federal income tax return.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
2 – Summary of Significant Accounting Policies (Continued)
Commitments
and Contingencies
In the
ordinary course of business, the Company has entered into off-balance sheet
financial instruments consisting of commitments to extend credit and standby
letters of credit. Such financial instruments are recorded in the
statement of financial condition when they are funded.
Segment
Information
The
Company has one reportable segment, “Community Banking.” All of the
Company’s activities are interrelated, and each activity is dependent and
assessed based on how each of the activities of the Company supports the
others. For example, lending is dependent upon the ability of the
Company to fund itself with deposits and other borrowings and manage interest
rate and credit risk. Accordingly, all significant operating
decisions are based upon analysis of the Company as one segment or
unit.
Comprehensive
Income
Accounting
principles generally require that recognized revenue, expenses, gains and losses
be included in net income. Although certain changes in assets and
liabilities, such as unrealized gains and losses on available for sale
investment securities, are reported as a separate component of the shareholders’
equity section of the statements of financial condition, such items, along with
net income, are components of comprehensive income.
The
components of other comprehensive income and related tax effects are as follows
for the three months ended December 31:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
holding gains on available for sale securities
|
|
$ |
148,689 |
|
|
$ |
149,057 |
|
Reclassification
adjustment for gains included in net income
|
|
|
(17,796 |
) |
|
|
- |
|
|
|
|
|
|
|
|
|
|
Net
Unrealized Gains
|
|
|
130,893 |
|
|
|
149,057 |
|
|
|
|
|
|
|
|
|
|
Income
tax expense
|
|
|
65,538 |
|
|
|
57,611 |
|
|
|
|
|
|
|
|
|
|
Net
of Tax Amount
|
|
$ |
65,355 |
|
|
$ |
91,446 |
|
The
change in income tax expense is due a reduction in our effective combined
federal and state rate attributable to the formation of the two Delaware
investment companies on September 26, 2008.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
2 – Summary of Significant Accounting Policies (Continued)
Recent
Accounting Pronouncements
FASB
Statement No. 141(R)
Financial
Accounting Standards Board (“FASB”) Statement No. 141(R) “Business Combinations”
was issued in December of 2007. This Statement establishes principles and
requirements for how the acquirer of a business recognizes and measures in its
financial statements the identifiable assets acquired, the liabilities assumed,
and any noncontrolling interest in the acquiree. The Statement also provides
guidance for recognizing and measuring the goodwill acquired in the business
combination and determines what information to disclose to enable users of the
financial statements to evaluate the nature and financial effects of the
business combination. The guidance will become effective as of the beginning of
a company’s fiscal year beginning after December 15, 2008. This new
pronouncement will impact the Company’s accounting for business combinations
completed after October 1, 2009.
FASB
Statement No. 159
In
February 2007, the FASB issued Statement of Financial Accounting Standards
(“SFAS”) No. 159, “The Fair Value Option for Financial Assets and Financial
Liabilities-Including an amendment of FASB Statement No. 115”. SFAS No. 159
permits entities to choose to measure many financial instruments and certain
other items at fair value. Unrealized gains and losses on items for
which the fair value option has been elected will be recognized in earnings at
each subsequent reporting date. SFAS No. 159 is effective for the
Company on October 1, 2008. The implementation of this standard did
not have an impact on our consolidated financial position or results of
operations.
FASB
Statement No. 160
FASB
Statement No. 160 “Noncontrolling Interests in Consolidated Financial
Statements—an amendment of ARB No. 51” was issued in December of 2007. This
Statement establishes accounting and reporting standards for the noncontrolling
interest in a subsidiary and for the deconsolidation of a subsidiary. The
guidance will become effective as of the beginning of a company’s fiscal year
beginning after December 15, 2008. The Company is currently evaluating the
potential impact the new pronouncement will have on its consolidated financial
statements.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
2 – Summary of Significant Accounting Policies (Continued)
FSP
FAS 140-4 and FIN 46(R)-8
In
December 2008, the FASB issued FSP SFAS 140-4 and FASB Interpretation (“FIN”)
46(R)-8, “Disclosures by Public Entities (“Enterprises”) about Transfers of
Financial Assets and Interests in Variable Interest Entities” (“FSP SFAS 140-4”
and “FIN 46(R)-8”). FSP SFAS 140-4 and FIN 46(R)-8 amends FASB SFAS 140
“Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities”, to require public entities to provide additional disclosures
about transfers of financial assets. It also amends FIN 46(R), “Consolidation of
Variable Interest Entities”, to require public enterprises, including sponsors
that have a variable interest in a variable interest entity, to provide
additional disclosures about their involvement with variable interest entities.
Additionally, this FSP requires certain disclosures to be provided by a public
enterprise that is (a) a sponsor of a qualifying special purpose entity (“SPE”)
that holds a variable interest in the qualifying SPE but was not the transferor
of financial assets to the qualifying SPE and (b) a servicer of a qualifying SPE
that holds a significant variable interest in the qualifying SPE but was not the
transferor of financial assets to the qualifying SPE. The disclosures required
by FSP SFAS 140-4 and FIN 46(R)-8 are intended to provide greater transparency
to financial statement users about a transferor’s continuing involvement with
transferred financial assets and an enterprise’s involvement with variable
interest entities and qualifying SPEs. FSP SFAS 140-4 and FIN 46(R) are
effective for reporting periods ending after December 15, 2008. This
pronouncement was adopted during the quarter ended December 31, 2008 by the
Company. The adoption of FSP FAS 140-4 and FIN 46(R)-8 had no
material impact on our consolidated financial position or results of
operations.
FSP
EITF 99-20-1
In
January 2009, the FASB issued FSP EITF 99-20-1, “Amendments to the Impairment of
Guidance of EITF Issue No. 99-20” (“FSP EITF 99-20-1”). FSP EITF 99-20-1 amends
the impairment guidance in EITF Issue No. 99-20, “Recognition of Interest Income
and Impairment on Purchased Beneficial Interests and Beneficial Interests That
Continue to Be Held by a Transferor in Securitized Financial Assets”, to achieve
more consistent determination of whether an other-than-temporary impairment has
occurred. FSP EITF 99-20-1 also retains and emphasizes the objective of an
other-than-temporary impairment assessment and the related disclosure
requirements in SFAS No. 115, “Accounting for Certain Investments in Debt and
Equity Securities”, and other related guidance. FSP EITF 99-20-1 is effective
for interim and annual reporting periods ending after December 15, 2008, and
shall be applied prospectively. Retrospective application to a prior interim or
annual reporting period is not permitted. The adoption of FSP EITF 99-20-1 had no material impact
on our consolidated financial position or results of
operations.
EITF
08-6
In
November 2008, the FASB ratified Emerging Issues Task Force (“EITF”) Issue
No. 08-6, “Equity Method Investment Accounting
Considerations”. EITF 08-6 clarifies the accounting for certain
transactions and impairment considerations involving equity method investments.
EITF 08-6 is effective for fiscal years beginning after December 15,
2008, with early adoption prohibited. The Company is currently reviewing the
effect this new pronouncement will have on its consolidated financial
statements.
EITF
08-6
In
November 2008, the FASB ratified Emerging Issues Task Force (“EITF”) Issue
No. 08-6, “Equity Method Investment Accounting
Considerations”. EITF 08-6 clarifies the accounting for certain
transactions and impairment considerations involving equity method investments.
EITF 08-6 is effective for fiscal years beginning after December 15,
2008, with early adoption prohibited. The Company is currently reviewing the
effect this new pronouncement will have on its consolidated financial
statements.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
3 – Earnings Per Share
Earnings
Per Share
Basic
earnings per common share is computed based on the weighted average number of
shares outstanding. Diluted earnings per share is computed based on
the weighted average number of shares outstanding and common stock equivalents
(“CSEs”) that would arise from the exercise of dilutive
securities. As of December 31, 2008 and for the quarter then ended,
the Company did not issue and does not have any outstanding CSEs. For
the three months ended December 31, 2008, earning per share is shown
below. For the three months ended December 31, 2007, there were no
shares of common stock outstanding.
The
following table sets forth the composition of the weighted average shares
(denominator) used in the basic earnings per share computation.
|
|
Three
Months Ended
December
31, 2008
|
|
|
|
|
|
Net
Income
|
|
$ |
515,984 |
|
|
|
|
|
|
Weighted
average shares outstanding
|
|
|
6,152,500 |
|
Average
unearned ESOP shares
|
|
|
(235,014 |
) |
Weighted
average shares outstanding - basic
|
|
|
5,917,486 |
|
Earnings
per share – basic
|
|
$ |
0.09 |
|
Note
4 – Employee Stock Ownership Plan
In 2008,
the Company established an employee stock ownership plan (“ESOP”) for
substantially all of its full-time employees. Certain senior officers
of the Bank have been designated as Trustees of the ESOP. Shares of
the Company’s common stock purchased by the ESOP are held until released for
allocation to participants. Shares released are allocated to each
eligible participant based on the ratio of each such participant’s base
compensation to the total base compensation of all eligible plan
participants. As the unearned shares are committed to be released and
allocated among participants, the Company recognizes compensation expense equal
to the fair value of the ESOP shares during the periods in which they become
committed to be released. To the extent that the fair value of the
ESOP shares released differs from the cost of such shares, the difference is
charged or credited to additional paid-in capital. During the period
from May 20, 2008 to September 30, 2008, the ESOP purchased 241,178 shares of
the Company’s common stock for approximately $2.6 million, an average price of
$10.86 per share which was funded by a loan from Malvern Federal Bancorp,
Inc. The ESOP loan will be repaid principally from the Bank’s
contributions to the ESOP. The loan is being repaid in quarterly
installments through 2026 at 5%. Shares are released to participants
proportionately as the loan is repaid and 3,351 shares were committed to be
released for the three months ended December 31, 2008. ESOP expense
was $33,186 for the three months ended December 31, 2008. At December
31, 2008, there were 233,361 unallocated shares, at an average price of
$10.86 per share held by the ESOP having an aggregate market value of
$2,534,300.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
5 - Investment Securities
Investment
securities available for sale at December 31, 2008 and September 30, 2008
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
government securities
|
|
$ |
1,000,000 |
|
|
|
24,928 |
|
|
|
- |
|
|
$ |
1,000,000 |
|
FHLB
notes
|
|
|
6,485,572 |
|
|
|
114,583 |
|
|
|
- |
|
|
|
6,600,155 |
|
Tax-exempt
securities
|
|
|
2,202,094 |
|
|
|
5,081 |
|
|
|
(451 |
) |
|
|
2,206,724 |
|
Trust
preferred securities
|
|
|
1,000,000 |
|
|
|
- |
|
|
|
(451,110 |
) |
|
|
548,890 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10,687,666 |
|
|
|
144,592 |
|
|
|
(451,561 |
) |
|
|
10,380,697 |
|
Mortgage-backed
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FNMA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustable
|
|
|
5,593,277 |
|
|
|
38,284 |
|
|
|
(25,173 |
) |
|
|
5,606,388 |
|
Fixed
|
|
|
2,633,244 |
|
|
|
3,439 |
|
|
|
(3,253 |
) |
|
|
2,633,430 |
|
Balloon
|
|
|
690,874 |
|
|
|
- |
|
|
|
(11,085 |
) |
|
|
679,789 |
|
FHLMC:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustable
|
|
|
1,373,606 |
|
|
|
- |
|
|
|
(38,741 |
) |
|
|
1,334,865 |
|
Fixed
|
|
|
932,951 |
|
|
|
29,185 |
|
|
|
- |
|
|
|
962,136 |
|
GNMA,
adjustable
|
|
|
236,920 |
|
|
|
- |
|
|
|
(6,882 |
) |
|
|
230,038 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,460,872 |
|
|
|
70,908 |
|
|
|
(85,134 |
) |
|
|
11,446,646 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
22,148,538 |
|
|
$ |
215,500 |
|
|
$ |
(536,695 |
) |
|
$ |
21,827,343 |
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
5 - Investment Securities (Continued)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S.
government securities
|
|
$ |
998,599 |
|
|
$ |
6,089 |
|
|
$ |
- |
|
|
$ |
1,004,688 |
|
FHLB
notes
|
|
|
6,983,752 |
|
|
|
15,740 |
|
|
|
(21,054 |
) |
|
|
6,978,438 |
|
Tax-exempt
securities
|
|
|
2,321,165 |
|
|
|
3,644 |
|
|
|
(13,181 |
) |
|
|
2,311,628 |
|
Trust
preferred securities
|
|
|
1,000,000 |
|
|
|
- |
|
|
|
(247,889 |
) |
|
|
752,111 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,303,516 |
|
|
|
25,473 |
|
|
|
(282,124 |
) |
|
|
11,046,865 |
|
Mortgage-backed
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
FNMA:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustable
|
|
|
4,236,230 |
|
|
|
11,106 |
|
|
|
(52,887 |
) |
|
|
4,194,449 |
|
Fixed
|
|
|
2,786,522 |
|
|
|
- |
|
|
|
(115,597 |
) |
|
|
2,670,925 |
|
Balloon
|
|
|
729,037 |
|
|
|
- |
|
|
|
(9,084 |
) |
|
|
719,953 |
|
FHLMC:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Adjustable
|
|
|
1,499,909 |
|
|
|
285 |
|
|
|
(32,026 |
) |
|
|
1,468,168 |
|
Fixed
|
|
|
1,601,079 |
|
|
|
11,844 |
|
|
|
(3,938 |
) |
|
|
1,608,985 |
|
GNMA,
adjustable
|
|
|
264,402 |
|
|
|
257 |
|
|
|
(5,397 |
) |
|
|
259,262 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11,117,179 |
|
|
|
23,492 |
|
|
|
(218,929 |
) |
|
|
10,921,742 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
22,420,695 |
|
|
$ |
48,965 |
|
|
$ |
(501,053 |
) |
|
$ |
21,968,607 |
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
5 - Investment Securities (Continued)
Investment
securities held to maturity at December 31, 2008 and September 30, 2008
consisted of the following:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
GNMA,
adjustable
|
|
$ |
326,870 |
|
|
$ |
1,695 |
|
|
$ |
(1,310 |
) |
|
$ |
327,255 |
|
GNMA,
fixed
|
|
|
3,052 |
|
|
|
164 |
|
|
|
- |
|
|
|
3,216 |
|
FNMA,
fixed
|
|
|
2,418,284 |
|
|
|
61,174 |
|
|
|
- |
|
|
|
2,479,458 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,748,206 |
|
|
$ |
63,033 |
|
|
$ |
(1,310 |
) |
|
$ |
2,809,929 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed
securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
GNMA,
adjustable
|
|
$ |
340,327 |
|
|
$ |
2,975 |
|
|
$ |
(1,051 |
) |
|
$ |
342,251 |
|
GNMA,
fixed
|
|
|
3,287 |
|
|
|
1 |
|
|
|
- |
|
|
|
3,288 |
|
FNMA,
fixed
|
|
|
2,526,223 |
|
|
|
- |
|
|
|
(41,541 |
) |
|
|
2,484,682 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$ |
2,869,837 |
|
|
$ |
2,976 |
|
|
$ |
(42,592 |
) |
|
$ |
2,830,221 |
|
At
December 31, 2008, the Company’s unrealized loss on trust preferred securities
was $451,000 compared to $248,000 at September 30, 2008. Management
believes that the increased loss on such securities in fiscal 2009 was due
primarily to changes in broad market interest rates and the continued
illiquidity in the financial markets. Management
believes that historic changes in the economy and interest rates have caused the
pricing of all securities, and specifically trust-preferred securities to widen
dramatically over treasuries during the December 2008 quarter. The principal and
interest payments on our debt securities have been made as scheduled, and there
is no evidence that the issuer will not continue to do so. Management believes
that the value of these securities will recover over time as long-term market
interest rates move and as the market environment improves.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
6 - Loans Receivable
Loans
receivable consisted of the following at December 31, 2008 and
September 30, 2008:
|
|
At
December 31,
2008
|
|
|
At
September 30,
2008
|
|
Mortgage
Loans:
|
|
|
|
|
|
|
One-to
four-family
|
|
$ |
258,387,096 |
|
|
$ |
248,118,373 |
|
Multifamily
|
|
|
1,809,635 |
|
|
|
1,906,328 |
|
Construction
or development
|
|
|
47,068,603 |
|
|
|
45,451,367 |
|
Land
loans
|
|
|
3,777,013 |
|
|
|
4,529,976 |
|
Commercial
real estate
|
|
|
140,637,473 |
|
|
|
138,522,139 |
|
Total
Mortgage Loans
|
|
|
451,679,820 |
|
|
|
438,528,183 |
|
|
|
|
|
|
|
|
|
|
Commercial
Loans
|
|
|
17,284,027 |
|
|
|
17,259,581 |
|
|
|
|
|
|
|
|
|
|
Consumer
loans:
|
|
|
|
|
|
|
|
|
Home
equity lines of credit
|
|
|
14,968,806 |
|
|
|
12,392,703 |
|
Second
mortgages
|
|
|
105,325,628 |
|
|
|
103,741,105 |
|
Other
|
|
|
1,268,472 |
|
|
|
1,303,639 |
|
Total
Consumer Loans
|
|
|
121,562,906 |
|
|
|
117,437,447 |
|
Total
Loans
|
|
|
590,526,753 |
|
|
|
573,225,211 |
|
|
|
|
|
|
|
|
|
|
Deferred
loan costs, net
|
|
|
3,990,055 |
|
|
|
3,815,761 |
|
Allowance
for loan losses
|
|
|
(4,799,347 |
) |
|
|
(5,504,512 |
) |
|
|
$ |
589,717,461 |
|
|
$ |
571,536,460 |
|
Included
in loans receivable were nonaccrual loans in the amount of $7,395,396 and
$8,584,784, at December 31, 2008 and September 30, 2008,
respectively. Interest income that would have been recognized on
nonaccrual loans had they been current in accordance with their original terms
was $130,086, $135,328 and $514,255 for the three months ended December 31, 2008
and 2007 and the year ended September 30, 2008, respectively.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
6 - Loans Receivable (Continued)
The
following is an analysis of the activity in the allowance for loan losses during
the periods indicated:
|
|
Three
Months Ended
December
31, 2008
|
|
|
Three
Months Ended
December
31, 2007
|
|
|
Year Ended
September
30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at beginning of period
|
|
$ |
5,504,512 |
|
|
$ |
4,541,143 |
|
|
$ |
4,541,143 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision
for loan losses
|
|
|
445,000 |
|
|
|
128,000 |
|
|
|
1,608,506 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs
|
|
|
(1,151,074 |
) |
|
|
(16,721 |
) |
|
|
(649,937 |
) |
Recoveries
|
|
|
909 |
|
|
|
2,100 |
|
|
|
4,800 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
Charge-offs
|
|
|
(1,150,165 |
) |
|
|
(14,621 |
) |
|
|
(645,137 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at end of period
|
|
$ |
4,799,347 |
|
|
$ |
4,654,522 |
|
|
$ |
5,504,512 |
|
As of
December 31, 2008 and September 30, 2008, the Company had impaired loans
under SFAS No. 114 “Accounting by Creditors for Impairment of a Loan” with a
total recorded investment of $1,123,457 and $3,487,949, respectively, with a
related allowance for loan losses of $168,519 and $871,987,
respectively. As of December 31, 2008 there were no additional
impaired loans. For the year ended September 30, 2008 there were
approximately $2,806,000, of additional impaired loans for which no
specific reserves has been recorded based on fair value of collateral and
expected future cash flows. The average recorded investment in
impaired loans for the quarter ended December 31, 2008 and 2007 and year ended
September 30, 2008, was $1,123,457, $4,619,394 and $6,600,632,
respectively. During the quarter ended December 31, 2008 there were
no cash collections on impaired loans. For the quarter ended December
31, 2007 and the year ended September 30, 2008, cash collections on
impaired loans were $64,478 and $154,511, respectively.
At
December 31, 2008, no additional funds were committed to be advanced in
connection with impaired loans.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
7 - Regulatory Matters
The Bank
is subject to various regulatory capital requirements administered by the
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 correction 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 classifications are also subject to qualitative judgments by
the regulators about components, risk-weightings and other factors.
Quantitative
measures established by regulation to ensure capital adequacy require the Bank
to maintain minimum amounts and ratios (set forth in the table below) of
tangible and core capital (as defined in the regulations) to total adjusted
assets (as defined) and of risk-based capital (as defined) to risk-weighted
assets (as defined). Management believes, as of December 31, 2008,
that the Bank meets all capital adequacy requirements to which it is
subject.
As of
December 31, 2008, the most recent notification from the regulators categorized
the Bank as well-capitalized under the regulatory framework for prompt
corrective action. To be categorized as well-capitalized, the Bank
must maintain minimum tangible, core, and risk-based ratios as set forth in the
table. There are no conditions or events since that notification that
management believes have changed the Bank’s category.
The
Bank’s actual capital amounts and ratios are also presented in the
table:
|
|
|
|
|
For
Capital Adequacy
Purposes
|
|
|
To
be Well Capitalized
under
Prompt Corrective
Action
Provisions
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of December 31, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible
Capital (to tangible assets)
|
|
$ |
61,804,666 |
|
|
|
9.38
|
% |
|
$ |
9,887,016 |
|
|
|
1.50
|
% |
|
|
N/A |
|
|
|
|
Core
Capital (to adjusted tangible assets)
|
|
|
61,804,666 |
|
|
|
9.38 |
|
|
|
26,365,376 |
|
|
|
4.00 |
|
|
$ |
32,956,720 |
|
|
|
5.00
|
% |
Tier
1 Capital (to risk-weighted assets)
|
|
|
61,804,666 |
|
|
|
12.08 |
|
|
|
20,470,711 |
|
|
|
4.00 |
|
|
|
30,706,067 |
|
|
|
6.00 |
|
Total
risk-based Capital (to risk-weighted assets)
|
|
|
66,604,012 |
|
|
|
13.01 |
|
|
|
40,941,422 |
|
|
|
8.00 |
|
|
|
51,176,778 |
|
|
|
10.00 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As
of September 30, 2008:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible
Capital (to tangible assets)
|
|
$ |
61,290,885 |
|
|
|
9.64
|
% |
|
$ |
9,535,456 |
|
|
|
1.50
|
% |
|
|
N/A |
|
|
|
|
Core
Capital (to adjusted tangible assets)
|
|
|
61,290,885 |
|
|
|
9.64 |
|
|
|
25,427,881 |
|
|
|
4.00 |
|
|
$ |
31,784,852 |
|
|
|
5.00
|
% |
Tier
1 Capital (to risk-weighted assets)
|
|
|
61,290,885 |
|
|
|
12.40 |
|
|
|
19,776,910 |
|
|
|
4.00 |
|
|
|
29,665,366 |
|
|
|
6.00 |
|
Total
risk-based Capital (to risk-weighted assets)
|
|
|
65,923,410 |
|
|
|
13.33 |
|
|
|
39,553,821 |
|
|
|
8.00 |
|
|
|
49,442,276 |
|
|
|
10.00 |
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
8 – Fair Value Measurements
The
Company uses fair value measurements to record fair value adjustments to certain
assets to determine fair value disclosures. Investment and mortgage-backed
securities available for sale are recorded at fair value on a recurring basis.
Additionally, from time to time, the Company may be required to record at fair
value other assets on a nonrecurring basis, such as impaired loans, real estate
owned and certain other assets. These nonrecurring fair value adjustments
typically involve application of lower-of-cost-or-market accounting or
write-downs of individual assets.
Under
SFAS No. 157, Fair Value Measurements, the Company groups its assets at fair
value in three levels, based on the markets in which the assets are traded and
the reliability of the assumptions used to determine fair value. These levels
are:
|
●
|
Level
1 – Valuation is based upon quoted prices for identical instruments traded
in active markets.
|
|
|
|
|
●
|
Level
2 – Valuation is based upon quoted prices for similar instruments in
active markets, quoted prices for identical or similar instruments in
markets that are not active, and model-based valuation techniques for
which all significant assumptions are observable in the
market.
|
|
|
|
|
●
|
Level
3 – Valuation is generated from model-based techniques that use
significant assumptions not observable in the market. These unobservable
assumptions reflect the Company’s own estimates of assumptions that market
participants would use in pricing the
asset.
|
Under
SFAS No. 157, the Company bases its fair values on the price that would be
received to sell an asset or paid to transfer a liability in an orderly
transaction between market participants at the measurement date. It is our
policy to maximize the use of observable inputs and minimize the use of
unobservable inputs when developing fair value measurements, in accordance with
the fair value hierarchy in SFAS No. 157.
Fair
value measurements for assets where there exists limited or no observable market
data and, therefore, are based primarily upon the Company’s or other
third-party’s estimates, are often calculated based on the characteristics of
the asset, the economic and competitive environment and other such factors.
Therefore, the results cannot be determined with precision and may not be
realized in an actual sale or immediate settlement of the asset. Additionally,
there may be inherent weaknesses in any calculation technique, and changes in
the underlying assumptions used, including discount rates and estimates of
future cash flows, that could significantly affect the results of current or
future valuations. At December 31, 2008, the Company did not have any assets
that were measured at fair value on a recurring basis that use Level 3
measurements.
Following
is a description of valuation methodologies used for assets recorded at fair
value
Investment and Mortgage-backed
Securities Available for Sale—Investment and mortgage-backed securities
available for sale are recorded at fair value on a recurring basis. Fair value
measurements for these securities are typically obtained from independent
pricing services that we have engaged for this purpose. When available, we, or
our independent pricing service, use quoted market prices to measure fair value.
If market prices are not available, fair value measurement is based upon models
that incorporate available trade, bid and other market information and for
structured securities, cash flow and, when available, loan performance data.
Because many fixed income securities do not trade on a daily basis, our
independent pricing service’s applications apply available information as
applicable through processes such as benchmark curves, benchmarking of like
securities, sector groupings and matrix pricing to prepare evaluations. For each
asset class, pricing applications and models are based on information from
market sources and integrate relevant credit information. All of our securities
available for sale are valued using either of the foregoing methodologies to
determine fair value adjustments recorded to our financial statements. The
Company has no Level 1 securities as of December 31, 2008. Level 2 securities
include corporate bonds, agency bonds, municipal bonds, mortgage-backed
securities, and collateralized mortgage obligations.
Malvern
Federal Bancorp, Inc. and Subsidiaries
Notes
to Consolidated Financial Statements (Unaudited)
Note
8 – Fair Value Measurements (Continued)
Real Estate Owned—Real estate
owned includes foreclosed properties securing commercial and construction loans.
Real estate properties acquired through foreclosure are initially recorded at
the fair value of the property at the date of foreclosure. After foreclosure,
valuations are periodically performed by management and the real estate is
carried at the lower of cost or fair value less estimated costs to sell. Fair
value is generally based upon independent market prices or appraised value of
the collateral. Our appraisals are typically performed by independent third
party appraisers. For appraisals of commercial and construction properties,
comparable properties within the area may not be available. In such
circumstances, our appraisers will rely on certain judgments in determining how
a specific property compares in value to other properties that are not identical
in design or in geographic area. Our current portfolio of real estate owned is
comprised of such properties and, accordingly, we classify real estate owned as
Level 3. Our increase in real estate owned during the quarter was due solely to
additions to that category of asset. During the quarter ended December 31, 2008
there was a reduction in valuation of a property in other real estate owned of
$25,000.
Impaired Loans—Impaired loans
are evaluated and valued at the time the loan is identifies as impaired, at the
lower of cost or fair value. Fair value is measured based on the
value of the collateral securing these loans and is classified at a Level 3 in
the fair value hierarchy. Collateral may be real estate and/or
business assets including equipment, inventory and/or accounts receivable and is
determined based on appraisals by qualified licensed appraisers hired by the
Company. Appraised and reported values may be discounted based on
management’s historical knowledge, changes in market conditions from the time of
valuation, and/or management’s expertise and knowledge of the client’s
business. Impaired loans are reviewed and evaluated on a monthly
basis for additional impairment and adjusted accordingly, based on the same
factors identified above.
The table
below presents the balances of asset measured at fair value on a recurring
basis:
|
|
December
31, 2008
|
|
|
|
Total
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment
securities available for sale
|
|
$ |
10,380,697 |
|
|
$ |
- |
|
|
$ |
10,380,697 |
|
|
$ |
- |
|
Mortgage-backed
securities available for sale
|
|
|
11,446,646 |
|
|
|
- |
|
|
|
11,446,646 |
|
|
|
- |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
21,827,343 |
|
|
$ |
- |
|
|
$ |
21,827,343 |
|
|
$ |
- |
|
For
assets measured at fair value on a nonrecurring basis in 2008 that were still
held at the end of the period, the following table provides the level of
valuation assumptions used to determine each adjustment and the carrying value
of the related individual assets or portfolios at December 31,
2008:
|
|
December
31, 2008
|
|
|
|
Total
|
|
|
Level
1
|
|
|
Level
2
|
|
|
Level
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real
estate owned
|
|
$ |
3,536,343 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
3,536,343 |
|
Impaired
loans
|
|
|
1,123,457 |
|
|
|
- |
|
|
|
- |
|
|
|
1,123,457 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$ |
4,659,800 |
|
|
$ |
- |
|
|
$ |
- |
|
|
$ |
4,659,800 |
|
Item
2 – Management’s Discussion and Analysis of Financial Condition and Results of
Operations.
Forward-Looking
Statements
This
Quarterly Report on Form 10-Q contains certain forward looking statements (as
defined in the Securities Exchange Act of 1934 and the regulations
hereunder). Forward looking statements are not historical facts but
instead represent only the beliefs, expectations or opinions of Malvern Federal
Bancorp, Inc. and its management regarding future events, many of which, by
their nature, are inherently uncertain. Forward looking statements may be
identified by the use of such words as: “believe”, “expect”, “anticipate”,
“intend”, “plan”, “estimate”, or words of similar meaning, or future or
conditional terms such as “will”, “would”, “should”, “could”, “may”, “likely”,
“probably”, or “possibly.” Forward looking statements include, but are not
limited to, financial projections and estimates and their underlying
assumptions; statements regarding plans, objectives and expectations with
respect to future operations, products and services; and statements regarding
future performance. Such statements are subject to certain risks, uncertainties
and assumption, many of which are difficult to predict and generally are beyond
the control of Malvern Federal Bancorp, Inc. and its management, that could
cause actual results to differ materially from those expressed in, or implied or
projected by, forward looking statements. 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: (1) economic and
competitive conditions which could affect the volume of loan originations,
deposit flows and real estate values; (2) the levels of non-interest income and
expense and the amount of loan losses; (3) competitive pressure among depository
institutions increasing significantly; (4) changes in the interest rate
environment causing reduced interest margins; (5) general economic conditions,
either nationally or in the markets in which Malvern Federal Bancorp, Inc. is or
will be doing business, being less favorable than expected;(6) political and
social unrest, including acts of war or terrorism; or (7) legislation or changes
in regulatory requirements adversely affecting the business in which Malvern
Federal Bancorp, Inc. will be engaged. Malvern Federal Bancorp, Inc. undertakes
no obligation to update these forward looking statements to reflect events or
circumstances that occur after the date on which such statements were
made.
As used
in this report, unless the context otherwise requires, the terms “we,” “our,”
“us,” or the “Company” refer to Malvern Federal Bancorp, Inc., a Federal
corporation, and the term the “Bank” refers to Malvern Federal Savings Bank, a
federally chartered savings bank and wholly owned subsidiary of the
Company. In addition, unless the context otherwise requires,
references to the operations of the Company include the operations of the
Bank.
General
On May
19, 2008, Malvern Federal Savings Bank ("Malvern Federal Savings" or the "Bank")
completed its reorganization to the mutual holding company form of organization
and formed Malvern Federal Bancorp, Inc. (the "Company") to serve as the stock
holding company for the Bank. In connection with the reorganization,
the Company sold 2,645,575 shares of its common stock to certain members of the
Bank and the public at a purchase price of $10.00 per share. In
addition, the Company issued 3,383,875 shares, or 55% of the outstanding shares,
of its common stock to Malvern Federal Mutual Holding Company, a federally
chartered mutual holding company (the "Mutual Holding Company"), and contributed
123,050 shares (with a value of $1.2 million), or 2.0% of the outstanding
shares, to the Malvern Federal Charitable Foundation, a newly created Delaware
charitable foundation.
The Company is a federally chartered
corporation which owns all of the issued and outstanding shares of the Bank's
common stock, the only shares of equity securities which the Bank has
issued. While the Company is authorized to pursue all activities
permitted by applicable laws and regulations for savings and loan holding
companies, the Company’s only business activity to date has been holding all of
the outstanding common stock of Malvern Federal Savings. Malvern
Federal Bancorp does not own or lease any property, but instead uses the
premises, equipment and furniture of the Bank. At the present time,
the Company employs only persons who are officers of Malvern Federal Savings to
serve as officers of the Company. The Company also may use the Bank's
support staff from time to time. These persons are not separately
compensated by Malvern Federal Bancorp.
Malvern
Federal Savings is a federally chartered community-oriented savings bank which
was originally organized in 1887 and is headquartered in Paoli,
Pennsylvania. The Bank currently conducts its business from its
headquarters and seven additional financial centers.
The Bank
is primarily engaged in attracting deposits from the general public and using
those funds to invest in loans and investment securities. The Bank's
principal sources of funds are deposits, repayments of loans and investment
securities, maturities of investments and interest-bearing deposits, other funds
provided from operations and wholesale funds borrowed from outside sources such
as the FHLB. These funds are primarily used for the origination of
various loan types including single-family residential mortgage loans,
commercial real estate mortgage loans, construction and development loans, home
equity loans and lines of credit and other consumer loans. The Bank
derives its income principally from interest earned on loans, investment
securities and, to a lesser extent, from fees received in connection with the
origination of loans and for other services. Malvern Federal Savings’ primary
expenses are interest expense on deposits and borrowings and general operating
expenses. Funds for activities are provided primarily by deposits,
amortization of loans, loan prepayments and the maturity of loans, securities
and other investments and other funds from operations.
Critical Accounting
Policies
In
reviewing and understanding financial information for the Malvern Federal
Bancorp, Inc., you are encouraged to read and understand the significant
accounting policies used in preparing our consolidated financial
statements. These policies are described in Note 2 of the notes to
our unaudited financial statements included elsewhere herein. The accounting and
financial reporting policies of Malvern Federal Bancorp, Inc. conform to
accounting principles generally accepted in the United States of America and to
general practices within the banking industry. Accordingly, the consolidated
financial statements require certain estimates, judgments, and assumptions,
which are believed to be reasonable, based upon the information available. These
estimates and assumptions affect the reported amounts of assets and liabilities
at the date of the consolidated financial statements and the reported amounts of
income and expenses during the periods presented. The following accounting
policies comprise those that management believes are the most critical to aid in
fully understanding and evaluating our reported financial
results. These policies require numerous estimates or economic
assumptions that may prove inaccurate or may be subject to variations which may
affect our reported results and financial condition for the period or in future
periods.
Allowance for Loan
Losses. The allowance for loan losses is established through a
provision for loan losses charged to expense. Loans are charged against the
allowance for loan losses when management believes that the collectibility of
the principal is unlikely. Subsequent recoveries are added to the allowance. The
allowance is an amount that represents the amount of probable and reasonably
estimable known and inherent losses in the loan portfolio, based on evaluations
of the collectibility of loans. The evaluations take into consideration such
factors as changes in the types and amount of loans in the loan portfolio,
historical loss experience, adverse situations that may affect the borrower’s
ability to repay, estimated value of any underlying collateral, estimated losses
relating to specifically identified loans, and current economic conditions. This
evaluation is inherently subjective as it requires material estimates including,
among others, exposure at default, the amount and timing of expected future cash
flows on impacted loans, value of collateral, estimated losses on our loan
portfolio and general amounts for historical loss experience. All of
these estimates may be susceptible to significant change.
While
management uses the best information available to make loan loss allowance
evaluations, adjustments to the allowance may be necessary based on changes in
economic and other conditions or changes in accounting guidance. Historically,
our estimates of the allowance for loan losses have not required significant
adjustments from management’s initial estimates. In addition, the Office of
Thrift Supervision, as an integral part of its examination processes,
periodically reviews our allowance for loan losses. The Office of Thrift
Supervision may require the recognition of adjustments to the allowance for loan
losses based on their judgment of information available to them at the time of
their examinations. To the extent that actual outcomes differ from management’s
estimates, additional provisions to the allowance for loan losses may be
required that would adversely impact earnings in future periods.
Income Taxes. We
make estimates and judgments to calculate some of our tax liabilities and
determine the recoverability of some of our deferred tax assets, which arise
from temporary differences between the tax and financial statement recognition
of revenues and expenses. We also estimate a reserve for deferred tax
assets if, based on the available evidence, it is more likely than not that some
portion or all of the recorded deferred tax assets will not be realized in
future periods. These estimates and judgments are inherently
subjective. Historically, our estimates and judgments to calculate
our deferred tax accounts have not required significant revision to our initial
estimates.
In
evaluating our ability to recover deferred tax assets, we consider all available
positive and negative evidence, including our past operating results and our
forecast of future taxable income. In determining future taxable
income, we make assumptions for the amount of taxable income, the reversal of
temporary differences and the implementation of feasible and prudent tax
planning strategies. These assumptions require us to make judgments
about our future taxable income and are consistent with the plans and estimates
we use to manage our business. Any reduction in estimated future
taxable income may require us to record a valuation allowance against our
deferred tax assets. An increase in the valuation allowance would
result in additional income tax expense in the period and could have a
significant impact on our future earnings.
Other-Than-Temporary Impairment of
Securities – Securities are evaluated on at least a quarterly basis, and
more frequently when market conditions warrant such an evaluation, to determine
whether a decline in their value is other-than-temporary. To
determine whether a loss in value is other-than-temporary, management utilizes
criteria such as the reasons underlying the decline, the magnitude and duration
of the decline and our intent and ability to retain our investment in the
security for a period of time sufficient to allow for an anticipated recovery in
the fair value. The term “other-than-temporary” is not intended to
indicate that the decline is permanent, but indicates that the prospects for a
near-term recovery of value is not necessarily favorable, or that there is a
lack of evidence to support a realizable value equal to or greater than the
carrying value of the investment. Once a decline in value is
determined to be other-than-temporary, the value of the security is reduced and
a corresponding charge to earnings is recognized.
Comparison
of Financial Condition at December 31, 2008 and September 30, 2008
Total
assets of the Company amounted to $664.0 million at December 31, 2008 compared
to $639.5 million at September 30, 2008, an increase of $24.5 million or
3.83%. Our net loans receivable increased by $18.2 million, or 3.18%,
to $589.7 million at December 31, 2008 compared to $571.5 million at September
30, 2008. Total investment securities (available for sale and held to
maturity) increased $826,000, or 3.2%, from September 30, 2008 to December 31,
2008. The increase in investment securities during the first three
months of fiscal 2009 was due to purchases of $819,000 in mortgage backed
securities and tax free investment securities during the quarter as well as
investments of $1.1 million in certificates of deposit with other depository
institutions. Cash and cash equivalents decreased $1.3 million, or
10.01%, from September 30, 2008 to December 31, 2008. The decrease in
cash and cash equivalents primarily reflects the use of cash to fund loan demand
and deposit outflows.
At
December 31, 2008, we had $3.5 million of real estate owned compared to $230,000
at September 30, 2008. During the quarter we foreclosed upon a
mixed-use building located in Philadelphia which had secured a $3.5 million
commercial real estate loan which had been classified as impaired beginning in
fiscal 2007. In addition, at December 31, 2008, $985,000 of the
Company’s real estate owned consisted of eight single-family properties located
in Montgomery County, Pennsylvania that secured a $230,000 second lien position
held by the Company on three loans made to one borrower for the purpose of
making improvements to rental properties. The Company acquired the
title on these properties during the three months ended December 31, 2008 in
order to sell the real estate.
Our total
liabilities at December 31, 2008, amounted to $594.7 million compared to 570.7
million at September 30, 2008. The primary reason for the $24.0
million, or 4.2% increase in total liabilities was a $22.4 million increase in
our deposits and a $409,000 increase in long-term FHLB
advances. Subsequent to the reorganization, we moderately increased
our use of leverage in the form of FHLB advances as an additional source of
funds.
Our
shareholders’ equity increased by $504,000 to $69.3 million at December 31, 2008
compared to $68.8 million at September 30, 2008. The increase in
shareholders’ equity was due to the $516,000 in net income for the three months
ended December 31, 2008. Our ratio of equity to assets was 10.44% at
December 31, 2008.
The table
below sets forth the amounts and categories of non-performing assets in our loan
portfolio. Loans are generally placed on non-accrual status when they
are 90 days or more past due as to principal or interest or when the collection
of principal and/or interest becomes doubtful. Our non-performing
assets include troubled debt restructurings (which involve forgiving a portion
of interest or principal on any loans or making loans at a rate materially less
than that of market rates). Foreclosed assets include real estate
owned and other assets acquired in settlement of loans.
|
|
December
31,
|
|
|
September
30,
|
|
|
|
2008
|
|
|
2008
|
|
|
|
(Dollars
in Thousands)
|
|
Non-accruing
loans:
|
|
|
|
|
|
|
One-to
four-family
|
|
$ |
2,866 |
|
|
$ |
1,402 |
|
Multi-family
|
|
|
- |
|
|
|
- |
|
Commercial
real estate
|
|
|
2,837 |
|
|
|
4,050 |
|
Construction
or development
|
|
|
- |
|
|
|
1,695 |
|
Land
loans
|
|
|
- |
|
|
|
- |
|
Commercial
|
|
|
561 |
|
|
|
561 |
|
Home
equity lines of credit
|
|
|
239 |
|
|
|
205 |
|
Second
mortgages
|
|
|
881 |
|
|
|
672 |
|
Other
|
|
|
11 |
|
|
|
- |
|
Total
non-accruing
|
|
|
7,395 |
|
|
|
8,585 |
|
Restructured
loans
|
|
|
98 |
|
|
|
103 |
|
Total
non-performing loans
|
|
|
7,493 |
|
|
|
8,688 |
|
Real
estate owned and other foreclosed assets:
|
|
|
|
|
|
|
|
|
One-to
four-family
|
|
|
- |
|
|
|
230 |
|
Commercial
real estate
|
|
|
3,536 |
|
|
|
- |
|
Total
|
|
|
3,536 |
|
|
|
230 |
|
Total
non-performing assets
|
|
$ |
11,029 |
|
|
$ |
8,918 |
|
Ratios:
|
|
|
|
|
|
|
|
|
Non-performing
loans as a percent of gross loans
|
|
|
1.27 |
% |
|
|
1.52 |
% |
Non-performing
assets as a percent of total assets
|
|
|
1.66 |
% |
|
|
1.39 |
% |
Comparison
of Our Operating Results for the Three Months Ended December 31, 2008 and
2007
General. Our net
income was $516,000 for the three months ended December 31, 2008 compared to net
income of $566,000 for the three months ended December 31, 2007. The
primary reasons for the $50,000 decrease in net income in the first quarter of
fiscal 2009 compared to the first quarter of fiscal 2008 were increases in other
expenses of $623,000 and in the provision for loan losses of $317,000, which
were partially offset by a $858,000 increase in net interest income and a
$50,000 reduction in income tax expense. The increase in other
expenses was due to a $168,000 increase in professional fees incurred, a
$167,000 increase in salaries and employee benefits, a $70,000 increase in FDIC
deposit insurance premiums, a $42,000 increase in advertising expense and a
$60,000 increase in data processing expense. Since January 1, 2007
our deposit insurance assessment has been substantially reduced by a $303,000
special one time credit. There was no remaining credit as of
December 31, 2008. Accordingly, our deposit insurance assessment
could be substantially higher in future periods depending on the premium rates
set by the Federal Deposit Insurance Corporation for such
periods. Effective January 1, 2009, assessment rates increased
uniformly by 5 basis points, annually, across the range of risk weightings of
depository institutions. Like most financial institutions, we
continue to experience the effects of interest rate
compression. However, our interest rate spread of 2.19% and net
interest margin of 2.58% for the three months ended December 31, 2008 increased
when compared to a net interest spread of 2.06% and a net interest margin of
2.46% for the three months ended December 31, 2007.
Average Balances, Net Interest
Income, and Yields Earned and Rates Paid. The following tables
show for the periods indicated the total dollar amount of interest from average
interest-earning assets and the resulting yields, as well as the interest
expense on average interest-bearing liabilities, expressed both in dollars and
rates, and the net interest margin. Tax-exempt income and yields have
not been adjusted to a tax-equivalent basis. All average balances are
based on monthly balances. Management does not believe that the monthly averages
differ significantly from what the daily averages would be.
|
|
Three
Months Ended December 31,
|
|
|
|
2008
|
|
|
2007
|
|
|
|
Average
Balance
|
|
|
Interest
|
|
|
Average
Yield/Rate
|
|
|
Average
Balance
|
|
|
Interest
|
|
|
Average
Yield/Rate
|
|
|
|
(Dollars
in Thousands)
|
|
Interest
Earning Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans
receivable (1)
|
|
$ |
591,510 |
|
|
$ |
8,679 |
|
|
|
5.87 |
% |
|
$ |
482,214 |
|
|
$ |
7,780 |
|
|
|
6.45 |
% |
Investment
securities
|
|
|
26,350 |
|
|
|
231 |
|
|
|
3.51 |
|
|
|
27,633 |
|
|
|
308 |
|
|
|
4.46 |
|
FHLB
stock
|
|
|
6,351 |
|
|
|
- |
|
|
|
0.00 |
|
|
|
4,442 |
|
|
|
65 |
|
|
|
5.87 |
|
Deposits
in other banks
|
|
|
5,846 |
|
|
|
5 |
|
|
|
0.34 |
|
|
|
7,078 |
|
|
|
71 |
|
|
|
4.00 |
|
Total
interest-earning assets
|
|
|
630,057 |
|
|
|
8,915 |
|
|
|
5.66 |
% |
|
|
521,367 |
|
|
|
8,224 |
|
|
|
6.31 |
% |
Non-interest-earning
assets
|
|
|
22,596 |
|
|
|
|
|
|
|
|
|
|
|
18,150 |
|
|
|
|
|
|
|
|
|
Total
assets
|
|
$ |
652,653 |
|
|
|
|
|
|
|
|
|
|
$ |
539,517 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
Bearing Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand
and NOW accounts
|
|
$ |
55,971 |
|
|
|
209 |
|
|
|
1.50 |
|
|
$ |
34,894 |
|
|
|
67 |
|
|
|
0.77 |
|
Money
market accounts
|
|
|
59,392 |
|
|
|
343 |
|
|
|
2.31 |
|
|
|
66,549 |
|
|
|
640 |
|
|
|
3.85 |
|
Savings
accounts
|
|
|
37,605 |
|
|
|
50 |
|
|
|
0.53 |
|
|
|
38,241 |
|
|
|
91 |
|
|
|
0.95 |
|
Time
deposits
|
|
|
297,431 |
|
|
|
2,912 |
|
|
|
3.92 |
|
|
|
266,912 |
|
|
|
3,213 |
|
|
|
4.82 |
|
Total
deposits
|
|
|
450,399 |
|
|
|
3,514 |
|
|
|
3.12 |
|
|
|
406,596 |
|
|
|
4,011 |
|
|
|
3.95 |
|
FHLB
borrowings
|
|
|
107,712 |
|
|
|
1,333 |
|
|
|
4.95 |
|
|
|
65,704 |
|
|
|
1,003 |
|
|
|
6.10 |
|
Total
interest-bearing liabilities
|
|
|
558,111 |
|
|
|
4,847 |
|
|
|
3.47 |
|
|
|
472,300 |
|
|
|
5,014 |
|
|
|
4.25 |
|
Non-interest-bearing
liabilities
|
|
|
24,238 |
|
|
|
|
|
|
|
|
|
|
|
22,995 |
|
|
|
|
|
|
|
|
|
Total
liabilities
|
|
|
582,349 |
|
|
|
|
|
|
|
|
|
|
|
495,295 |
|
|
|
|
|
|
|
|
|
Stockholders’
Equity
|
|
|
70,304 |
|
|
|
|
|
|
|
|
|
|
|
44,222 |
|
|
|
|
|
|
|
|
|
Total
liabilities and
|
|
$ |
652,653 |
|
|
|
|
|
|
|
|
|
|
$ |
539,517 |
|
|
|
|
|
|
|
|
|
stockholders’
equity
|
Net
interest-earning assets
|
|
$ |
71,946 |
|
|
|
|
|
|
|
|
|
|
$ |
49,067 |
|
|
|
|
|
|
|
|
|
Net
interest income; average interest rate spread
|
|
|
|
|
|
$ |
4,068 |
|
|
|
2.19 |
% |
|
|
|
|
|
$ |
3,210 |
|
|
|
2.06 |
% |
Net
interest margin (2)
|
|
|
|
|
|
|
|
|
|
|
2.58 |
% |
|
|
|
|
|
|
|
|
|
|
2.46 |
% |
Average
interest-earning assets to average interest-bearing
liabilities
|
|
|
112.89 |
% |
|
|
|
|
|
|
|
|
|
|
110.39 |
% |
|
|
|
|
|
|
|
|
________________________
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) Includes
non-accrual loans during the respective periods. Calculated net of
deferred fees and discounts and allowance for loan losses.
|
|
(2) Equals
net interest income divided by average interest-earning
assets.
|
|
Interest
Income. Our total interest and dividend income was $8.9
million for the three months ended December 31, 2008 compared to $8.2 million
for the three months ended December 31, 2007. Interest income earned
on loans increased in the three months ended December 31, 2008 over the prior
comparable period in fiscal 2008 due primarily to growth in the loan
portfolio. During the first quarter of fiscal 2009 compared to the
first quarter of fiscal 2008, the average balance of loans receivable increased
by $109.3 million or 22.7% due primarily to growth in the Company's
single-family residential mortgage loans, commercial and real estate loans and
second mortgage loans. The increases in interest income in the first
quarter of fiscal 2009 from our loan portfolio were partially offset by lower
income amounts earned on our investment securities portfolio primarily due to
lower average balances. The recent elimination of dividends on FHLB stock
reduced investment income in the amount of $65,000 during the three months ended
December 31, 2008 compared to the same period in 2007. The average balances of
investment securities decreased by $1.3 million during the three months ended
December 31, 2008 compared to the comparable prior year period.
Interest
Expense. Our total interest expense was $4.8 million for the
three months ended December 31, 2008 compared to $5.0 million for the three
months ended December 31, 2007. The $167,000 decrease in the fiscal
2009 period was due to a $497,000 decrease in interest expense on total
deposits, which was partially offset by a $375,000 increase in expense on FHLB
borrowings. The increases in interest expense on FHLB borrowings
primarily reflect an increase of the average balances of such liabilities in the
fiscal 2009 period, reflecting our increased use of borrowings as a source of
funds for new loan originations. The average rate we paid on deposits
decreased to 3.12% for the three months ended December 31, 2008 from 3.95% for
the same period in 2007, while the average rate we paid on borrowed funds
decreased to 4.95% in the first quarter of fiscal 2009 compared to 6.10% in
fiscal 2008. The
decrease in our deposit expense in the fiscal 2009 period was primarily due to a
90 basis point decrease in the average rate paid on time deposits. The average
rate paid on our total interest-bearing liabilities was 3.47% for the three
months ended December 31, 2008 compared to 4.25% for the three months ended
December 31, 2007.
Provision for Loan
Losses. We have identified the evaluation of the allowance for
loan losses as a critical accounting policy where amounts are sensitive to
material variation. This policy is significantly affected by our
judgment and uncertainties and there is likelihood that materially different
amounts would be reported under different, but reasonably plausible, conditions
or assumptions. Our activity in the provision for loan losses is
undertaken in order to maintain a level of total allowance for losses that
management believes covers all known and inherent losses that are both probable
and reasonably estimable at each reporting date. Our evaluation process
typically includes, among other things, an analysis of delinquency trends,
non-performing loan trends, the level of charge-offs and recoveries, prior loss
experience, total loans outstanding, the volume of loan originations, the type,
size and geographic concentration of our loans, the value of collateral securing
the loan, the borrower’s ability to repay and repayment performance, the number
of loans requiring heightened management oversight, local economic conditions
and industry experience. The establishment of the allowance for loan
losses is significantly affected by management judgment and uncertainties and
there is likelihood that different amounts would be reported under different
conditions or assumptions. Various regulatory agencies, as an
integral part of their examination process, periodically review our allowance
for loan losses. Such agencies may require us to make additional
provisions for estimated loan losses based upon judgments different from those
of management.
The
provision for loan losses was $445,000 for the three months ended December 31,
2008 compared to $128,000 for the three months ended December 31,
2007. The Company had approximately $1.2 million of net charge-offs
to the allowance for loan losses for the three months ended December 31, 2008
compared to $14,000 of net charge-offs for the three months ended December 31,
2007. The Company charged-off $1.2 million of a $3.5 million
commercial real estate loan which was classified as impaired beginning in fiscal
2007 and which was secured by a mixed-use (medical offices and residential)
building located in Philadelphia, Pennsylvania. The Company
foreclosed upon this loan in December 2008 and the building is now held as real
estate owned. While
we have no sub-prime mortgage loans in our portfolio, the charge-offs during the
three months ended December 31, 2008, reflect, in part, the softening of the
economy.
We will
continue to monitor and modify our allowances for loan losses as conditions
dictate. No assurances can be given that our level of allowance for
loan losses will cover all of the inherent losses on our loans or that future
adjustments to the allowance for loan losses will not be necessary if economic
and other conditions differ substantially from the economic and other conditions
used by management to determine the current level of the allowance for loan
losses.
The
following table sets forth an analysis of our allowance for loan losses for the
periods indicated.
|
|
For
the three months ended
December
31,
|
|
|
For
the year ended September 30,
|
|
|
|
2008
|
|
|
2007
|
|
|
2008
|
|
|
|
(Dollars
in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
Balance
at beginning of period
|
|
$ |
5,505 |
|
|
$ |
4,541 |
|
|
$ |
4,541 |
|
Provision
for loan losses
|
|
|
445 |
|
|
|
128 |
|
|
|
1,609 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to
four-family
|
|
|
- |
|
|
|
14 |
|
|
|
144 |
|
Multi-family
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Commercial
real estate
|
|
|
- |
|
|
|
- |
|
|
|
90 |
|
Construction
or development
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Land
loans
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Commercial:
|
|
|
|
|
|
|
|
|
|
|
|
|
Real
estate
|
|
|
1,152 |
|
|
|
- |
|
|
|
- |
|
Other
|
|
|
- |
|
|
|
- |
|
|
|
4 |
|
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
Home
equity lines of credit
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Second
mortgages
|
|
|
- |
|
|
|
- |
|
|
|
393 |
|
Other
|
|
|
- |
|
|
|
2 |
|
|
|
19 |
|
Total
charge-offs
|
|
|
1,152 |
|
|
|
16 |
|
|
|
650 |
|
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage:
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to
four-family
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Multi-family
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Commercial
real estate
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Construction
or development
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Land
loans
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Commercial
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Total
recoveries
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Consumer:
|
|
|
|
|
|
|
|
|
|
|
|
|
Home
equity lines of credit
|
|
|
- |
|
|
|
- |
|
|
|
- |
|
Second
mortgages
|
|
|
- |
|
|
|
1 |
|
|
|
2 |
|
Other
|
|
|
1 |
|
|
|
1 |
|
|
|
3 |
|
Total
recoveries
|
|
|
1 |
|
|
|
2 |
|
|
|
5 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net
charge-offs
|
|
|
1,151 |
|
|
|
14 |
|
|
|
645 |
|
Balance
at end of period
|
|
$ |
4,799 |
|
|
$ |
4,655 |
|
|
$ |
5,505 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio
of allowance for loan losses to non-performing loans
|
|
|
64.05 |
% |
|
|
71.31 |
% |
|
|
63.36 |
% |
Ratio
of net charge-offs to average loans outstanding annualized
|
|
|
0.78 |
% |
|
|
0.01 |
% |
|
|
0.12 |
% |
Ratio
of net charge-offs to total allowance for loan losses
annualizes
|
|
|
95.94 |
% |
|
|
1.17 |
% |
|
|
11.72 |
% |
Other Income. Our
total other, or non-interest, income was $471,000 for the three months ended
December 31, 2008 compared to $489,000 for the three months ended December,
2007. The $18,000 decrease in other income was due primarily to an
$18,000 gain on the sale of investments available for sale during the fiscal
2009 quarter and an $8,000 increase in service charges and fees, which was more
than offset by the absence of any gain on the sale of loans during the fiscal
2009 period compared to $43,000 of such gain in the first quarter of fiscal
2008.
Other Expenses. Our
total other, or non-interest, expenses were $3.3 million for the three months
ended December 31, 2008 compared to $2.7 million for the three months ended
December 31, 2007. The primary reasons for the $623,000 increase in
other expenses in the fiscal 2009 period were due to a $167,000 increase in
salaries and employee benefits expenses, due primarily to an increase in the
number of our employees as well as normal salary adjustments, a $168,000
increase in professional fees, primarily due to increased costs as a public
company with reporting obligations under the Securities Exchange Act of 1934, a
$140,000 increase in other operating expenses, due primarily to increases in
personnel agency fees, loan expenses, contributions, and amortization of
mortgage servicing rights, and a $60,000 increase in data processing
expense.
Income Tax
Expense. Our income tax expense was $229,000 for the three
months ended December 31, 2008 compared to $279,000 in expense for the three
months ended December 31, 2007. The change in tax expense for the
first quarter in fiscal 2009 was due to the Company’s decrease in income before
taxes for the three months ended December 31, 2008. Our effective tax
rate was 30.8% for the three months ended December 31, 2008 compared to 33.0%
for the three months ended December 31, 2007.
Liquidity
and Capital Resources
Our
primary sources of funds are from deposits, FHLB borrowings, amortization of
loans, loan prepayments and the maturity of loans, mortgage-backed securities
and other investments, and other funds provided from operations. While scheduled
payments from the amortization of loans and mortgage-backed securities and
maturing investment securities are relatively predictable sources of funds,
deposit flows and loan prepayments can be greatly influenced by general interest
rates, economic conditions and competition. We also maintain excess
funds in short-term, interest-bearing assets that provide additional
liquidity. At December 31, 2008, our cash and cash equivalents
amounted to $11.6 million. In addition, at such date our available
for sale investment securities amounted to $21.8 million.
In
addition to cash flow from loan and securities payments and prepayments as well
as from sales of available for sale securities, we have significant borrowing
capacity available to fund liquidity needs. In recent years we have
utilized borrowings as a cost efficient addition to deposits as a source of
funds. Our borrowings consist primarily of advances from the Federal
Home Loan Bank of Pittsburgh, of which we are a member. Under terms
of the collateral agreement with the Federal Home Loan Bank, we pledge
residential mortgage loans and mortgage-backed securities as well as our stock
in the Federal Home Loan Bank as collateral for such advances.
We use
our liquidity to fund existing and future loan commitments, to fund maturing
certificates of deposit and demand deposit withdrawals, to invest in other
interest-earning assets, and to meet operating expenses. At December
31, 2008, we had certificates of deposit maturing within the next 12 months
amounting to $187.1 million. Based upon historical experience, we anticipate
that a significant portion of the maturing certificates of deposit will be
redeposited with us. For the three months ended December 31, 2008,
the average balance of our outstanding FHLB advances was $107.7
million. At December 31, 2008, we had $105.7 million in outstanding
long-term FHLB advances and we had $240.3 million in additional FHLB advances
available to us. In addition, at December 31, 2008, we had a $50.0
million in line of credit with the FHLB, of which we had $8.0 million
outstanding at such date and $42.0 million additional was
available.
The
following table summarizes our contractual cash obligations at December 31,
2008.
|
|
Payments
Due by Period
|
|
|
|
Less
Than
One
Year
|
|
|
One
To Three Years
|
|
|
One
To Three Years
|
|
|
More
Than
Five
Years
|
|
|
Total
|
|
|
|
(In
Thousands)
|
|
Certificates
of deposit
|
|
$ |
187,133 |
|
|
$ |
100,718 |
|
|
$ |
9,961 |
|
|
$ |
4,577 |
|
|
$ |
302,389 |
|
Long-term
debt obligations
|
|
|
20,089 |
|
|
|
37,619 |
|
|
|
- |
|
|
|
48,000 |
|
|
|
105,708 |
|
Operating
lease obligations
|
|
|
84 |
|
|
|
168 |
|
|
|
168 |
|
|
|
105 |
|
|
|
525 |
|
Total
contractual obligations
|
|
$ |
207,306 |
|
|
$ |
138,505 |
|
|
$ |
10,129 |
|
|
$ |
52,682 |
|
|
$ |
408,622 |
|
We
anticipate that we will continue to have sufficient funds and alternative
funding sources to meet our current commitments.
Impact
of Inflation and Changing Prices
The
financial statements, accompanying notes, and related financial data of the
Company presented herein have been prepared in accordance with generally
accepted accounting principles, which require the measurement of financial
position and operating results in terms of historical dollars without
considering the changes in purchasing power of money over time due to
inflation. The impact of inflation is reflected in the increased cost
of operations. Most of our assets and liabilities are monetary in nature;
therefore, the impact of interest rates has a greater impact on our performance
than the effects of general levels of inflation. Interest rates do not
necessarily move in the same direction or to the same extent as the prices of
goods and services.
Item
3 - Quantitative and Qualitative Disclosures About Market Risk.
For a
discussion of the Company’s asset and liability management policies as well as
the methods used to manage its exposure to the risk of loss from adverse changes
in market prices and rates market, see Item 7, “Management’s Discussion
and Analysis of Financial Condition and Results of Operations – How We Manage
Market Risk” in the Company’s Annual Report on Form 10-K for the year ended
September 30, 2008. There has been no material change in the
Company’s asset and liability position since September 30, 2008.
Item
4T - Controls and Procedures.
Our
management evaluated, with the participation of our Chief Executive Officer and
Chief Financial Officer, the effectiveness of our disclosure controls and
procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities
Exchange Act of 1934) as of the end of the period covered by this
report. Based on such evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that our disclosure controls and
procedures are designed to ensure that information required to be disclosed by
us in the reports that we file or submit under the Securities Exchange Act of
1934 is recorded, processed, summarized and reported within the time periods
specified in the SEC’s rules and regulations and are operating in an effective
manner.
No change
in our internal control over financial reporting (as defined in Rules 13a-15(f)
or 15(d)-15(f) under the Securities Exchange Act of 1934) occurred during the
most recent fiscal quarter that has materially affected, or is reasonably likely
to materially affect, our internal control over financial
reporting.
PART
II - OTHER INFORMATION
Item
1 - Legal Proceedings.
There are
no matters required to be reported under this item.
Item
1A - Risk Factors.
See Item
1A, "Risk Factors" in the Company’s Annual Report on Form 10-K for the year
ended September 30, 2008. There have been no material changes from the risk
factors previously disclosed in the Company’s Annual Report on Form 10-K for the
year ended September 30, 2008.
Item
2 - Unregistered Sales of Equity Securities and Use of Proceeds.
There are no matters to be reported
under this item.
Item
3 - Defaults Upon Senior Securities.
There are
no matters required to be reported under this item.
Item
4 - Submission of Matters to a Vote of Security Holders.
There are
no matters required to be reported under this item.
Item
5 - Other Information.
There are
no matters required to be reported under this item.
Item
6 - Exhibits.
(a) List
of exhibits: (filed herewith unless otherwise noted)
2.1
|
Plan
of Reorganization(1)
|
2.2
|
Plan
of Stock Issuance(1)
|
3.1
|
Charter
of Malvern Federal Bancorp, Inc.(1)
|
3.2
|
Bylaws
of Malvern Federal Bancorp, Inc.(2)
|
4.0
|
Form
of Stock Certificate of Malvern Federal Bancorp, Inc.
(1)
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification of the Chief Executive
Officer
|
31.2
|
Rule
13a-14(a)/15d-14(a) Section 302 Certification of the Chief Financial
Officer
|
32.1
|
Section
1350 Certification
|
|
(1)
|
Incorporated
by reference from the identically numbered exhibit included in the
Company’s Registration Statement on Form S-1, filed on December 19, 2007,
as amended, and declared effective on February 11, 2008 (File No.
333-148169).
|
|
|
|
|
(2)
|
Incorporated
by reference from the like-numbered exhibit included in the Pre-Effective
Amendment No. 1 to Malvern Federal Bancorp’s registration statement on
Form S-1, filed January 31, 2008 (SEC File No.
333-148169).
|
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.
|
MALVERN
FEDERAL BANCORP, INC. |
|
|
|
|
|
|
|
|
|
Date:
February 13, 2009
|
By:
|
/s/
Ronald Anderson |
|
|
|
Ronald
Anderson
|
|
|
|
President
and Chief Executive Officer
|
|
|
|
|
|
|
|
|
|
Date:
February 13, 2009
|
By:
|
/s/
Dennis Boyle |
|
|
|
Dennis
Boyle
|
|
|
|
Senior
Vice President
|
|
|
|
and
Chief Financial Officer
|
|