UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10-K

(Mark One)

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 2009

or

[ ]

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from _________________ to __________________

 

Commission File Number: 0-51093

 

KEARNY FINANCIAL CORP.

(Exact name of Registrant as specified in its Charter)

 

United States

 

22-3803741

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

120 Passaic Avenue, Fairfield, New Jersey

 

 

07004

 

(Address of Principal Executive Offices)

 

 

(Zip Code)

 

 

Registrant’s telephone number, including area code: (973) 244-4500

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Stock, $0.10 par value

 

The NASDAQ Stock Market LLC

 

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. o YES

x

NO

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. o YES

x

NO

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 has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). o YES o NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer o

 

Accelerated filer x

 

Non-accelerated filer o

(Do not check if a smaller reporting company)

 

Smaller reporting company o

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). o YES

x NO

The aggregate market value of the voting and non-voting common equity held by non-affiliates of the Registrant on December 31, 2008 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $215.7 million. Solely for purposes of this calculation, shares held by directors, executive officers and greater than 10% stockholders are treated as shares held by affiliates.

As of September 4, 2009 there were outstanding 69,176,900 shares of the Registrant’s Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

 

1.

Portions of the definitive Proxy Statement for the Registrant’s 2009 Annual Meeting of Stockholders. (Part III)

 

 


KEARNY FINANCIAL CORP.

ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended June 30, 2009

 

INDEX

 

 

PART I

 

 

 

 

Page

Item 1.

 

Business

 

3

Item 1A.

 

Risk Factors

 

45

Item 1B.

 

Unresolved Staff Comments

 

50

Item 2.

 

Properties

 

51

Item 3.

 

Legal Proceedings

 

53

Item 4.

 

Submission of Matters to a Vote of Security Holders

 

53

 

 

 

 

 

PART II

 

 

 

 

 

Item 5.

 

Market for Registrant’s Common Equity, Related Stockholder Matters

and Issuer Purchases of Equity Securities

 

54

Item 6.

 

Selected Financial Data

 

57

Item 7.

 

Management’s Discussion and Analysis of Financial Condition

and Results of Operations

 

59

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

88

Item 8.

 

Financial Statements and Supplementary Data

 

95

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and

Financial Disclosure

 

95

Item 9A.

 

Controls and Procedures

 

95

Item 9B.

 

Other Information

 

95

 

 

 

 

 

PART III

 

 

 

 

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

96

Item 11.

 

Executive Compensation

 

96

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and

Related Stockholder Matters

 

96

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

97

Item 14.

 

Principal Accounting Fees and Services

 

97

 

 

 

 

 

PART IV

 

 

 

 

 

Item 15.

 

Exhibits, Financial Statement Schedules

 

98

 

 

 

 

 

SIGNATURES

 

 

 

 

 

 

i

 

 


Forward-Looking Statements

 

Kearny Financial Corp. (the “Company” or the “Registrant”) may from time to time make written or oral “forward-looking statements”, including statements contained in the Company’s filings with the Securities and Exchange Commission (including this Annual Report on Form 10-K and the exhibits thereto), in its reports to stockholders and in other communications by the Company, which are made in good faith by the Company pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995.

 

These forward-looking statements involve risks and uncertainties, such as statements of the Company’s plans, objectives, expectations, estimates and intentions that are subject to change based on various important factors (some of which are beyond the Company’s control). In addition to the factors described under Item 1A. Risk Factors, the following factors, among others, could cause the Company’s financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the local economy in which the Company conducts operations; the effects of and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the Board of Governors of the Federal Reserve System, inflation, interest rates, market and monetary fluctuations; the impact of changes in financial services laws and regulations (including laws concerning taxation, banking, securities and insurance); changes in accounting policies and practices, as may be adopted by regulatory agencies, the Financial Accounting Standards Board (“FASB”) or the Public Company Accounting Oversight Board; technological changes; competition among financial services providers; and the success of the Company at managing the risks involved in the foregoing and managing its business.

 

The Company cautions that the foregoing list of important factors is not exclusive. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company.

 

2

 

 


PART I

 

Item 1. Business

 

General

 

The Company is a federally-chartered corporation that was organized on March 30, 2001 for the purpose of being a holding company for Kearny Federal Savings Bank (the “Bank”), a federally-chartered stock savings bank. On February 23, 2005, the Company completed a minority stock offering in which it sold 21,821,250 shares, representing 30% of its outstanding common stock upon completion of the offering. The remaining 70% of the outstanding common stock, totaling 50,916,250 shares, were retained by Kearny MHC (the “MHC”). The MHC is a federally-chartered mutual holding company and so long as the MHC is in existence, it will at all time own a majority of the outstanding common stock of the Company. The stock repurchase programs conducted by the Company since the offering have reduced the total number of shares outstanding. The 50,916,250 shares held by the MHC represented 73.5% of the total shares outstanding as of the Company’s June 30, 2009 fiscal year end. The MHC and the Company are regulated by the Office of Thrift Supervision (“OTS”).

 

The Company is a unitary savings and loan holding company and conducts no significant business or operations of its own. References in this Annual Report on Form 10-K to the Company or Registrant generally refer to the Company and the Bank, unless the context indicates otherwise. References to “we”, “us”, or “our” refer to the Bank or Company, or both, as the context indicates.

 

The Bank was originally founded in 1884 as a New Jersey mutual building and loan association. It obtained federal insurance of accounts in 1939 and received a federal charter in 1941. The Bank’s deposits are federally insured by the Deposit Insurance Fund as administered by the Federal Deposit Insurance Corporation (“the FDIC”) and the Bank is regulated by the OTS and the FDIC.

 

The Company’s primary business is the ownership and operation of the Bank. The Bank is principally engaged in the business of attracting deposits from the general public in New Jersey and using these deposits, together with other funds, to originate or purchase loans for its portfolio and invest in securities. Loans originated or purchased by the Bank generally include loans collateralized by residential and commercial real estate augmented by secured and unsecured loans to businesses and consumers. The investment securities purchased by the Bank generally include U.S. agency mortgage-backed securities, U.S. government and agency debentures and bank-qualified municipal obligations. The Bank maintains a small balance of single issuer trust preferred securities and non-agency mortgage-backed securities which were acquired through the Company’s purchase of other institutions and does not actively purchase such securities. At June 30, 2009, net loans receivable comprised 48.9% of our total assets while securities (mortgage-backed securities and non-mortgage-backed) comprised 33.7% of our total assets. By comparison, at June 30, 2008, net loans receivable comprised 49.0% of our total assets while securities comprised 36.7% of our total assets. It is our intention to continue increasing the balance of our loan portfolio relative to the size of our securities portfolio.

We operate from an administrative headquarters in Fairfield, New Jersey and as of June 30, 2009 had 26 branch offices. We also operate an Internet website at www.kearnyfederalsavings.com. As of June 30, 2009, we had 263 full-time employees and 21 part-time employees.

 

Market Area. Our primary market area consists of the New Jersey counties in which we currently operate branches: Bergen, Essex, Hudson, Middlesex, Morris, Ocean, Passaic and Union Counties. We also consider Monmouth County, New Jersey to be part of our market area. Our lending is

 

3

 

 


concentrated in these nine counties and our predominant sources of deposits are the communities in which our offices are located as well as the neighboring communities.

 

Our primary market area is largely urban and suburban with a broad economic base as is typical within the New York metropolitan area. Service jobs represent the largest employment sector followed by wholesale/retail trade.

 

Our business of attracting deposits and making loans is primarily conducted within our market area. A downturn in the local economy could reduce the amount of funds available for deposit and the ability of borrowers to repay their loans which would adversely affect our profitability.

 

Competition. We operate in a market area with a high concentration of banking and financial institutions and we face substantial competition in attracting deposits and in originating loans. A number of our competitors are significantly larger institutions with greater financial and managerial resources and lending limits. Our ability to compete successfully is a significant factor affecting our growth potential and profitability.

 

Our competition for deposits and loans historically has come from other insured financial institutions such as local and regional commercial banks, savings institutions and credit unions located in our primary market area. We also compete with mortgage banking and finance companies for real estate loans and with commercial banks and savings institutions for consumer loans and we face competition for funds from investment products such as mutual funds, short-term money market funds and corporate and government securities. There are large competitors operating throughout our total market area, including Bank of America, Citibank, Hudson City Savings Bank, JP Morgan Chase Bank, PNC Bank, TD Bank, and Wells FargoBank and we face strong competition from other community-based financial institutions. Based on data compiled by the FDIC as of June 30, 2008, the latest date for which such data is available, Kearny Federal Savings Bank was ranked 17th of 115 depository institutions operating in the eight counties in which it has branches with 0.97% of total FDIC-insured deposits. By comparison, as of June 30, 2007, the Bank was ranked 20th of 119 depository institutions.

 

 

4

 

 


Lending Activities

 

General. We have traditionally focused on the origination of one-to-four family loans, which comprise a significant majority of our total loan portfolio. Our next largest category of lending is commercial real estate, which includes multi-family dwellings, mixed-use properties and other commercial properties. We also offer consumer loans (primarily composed of home equity loans and home equity lines of credit), construction loans (to builders and developers as well as to individual homeowners) and commercial business loans, generally secured by real estate. Substantially all of our borrowers are residents of our primary market area and would be expected to be similarly affected by economic and other conditions in that area. Since May 2007, we have been purchasing out-of-state one-to-four family first mortgage loans to supplement our in-house originations, as discussed on Page 12.

 

 

 

At June 30,

 

2009

 

2008

 

2007

 

2006

 

2005

 

Amount

 

 

Percent

 

Amount

 

 

Percent

 

Amount

 

 

Percent

 

Amount

 

 

Percent

 

Amount

 

 

Percent

 

(Dollars in Thousands)

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

$

689,317

 

 

65.97

%

 

$

687,679

 

 

66.99

%

 

$

559,306

 

 

64.66

%

 

$

465,822

 

 

65.80

%

 

$

382,766

 

 

68.03

%

Multi-family and
commercial

 

197,379

 

 

18.89

 

 

 

178,588

 

 

17.40

 

 

 

159,147

 

 

18.40

 

 

 

107,111

 

 

15.13

 

 

 

96,685

 

 

17.19

 

Commercial business

 

14,812

 

 

1.42

 

 

 

8,735

 

 

0.85

 

 

 

4,205

 

 

0.48

 

 

 

3,208

 

 

0.45

 

 

 

2,930

 

 

0.52

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans

 

113,387

 

 

10.85

 

 

 

123,978

 

 

12.08

 

 

 

113,624

 

 

13.14

 

 

 

93,639

 

 

13.23

 

 

 

54,199

 

 

9.63

 

Home equity lines of credit

 

12,116

 

 

1.16

 

 

 

11,478

 

 

1.12

 

 

 

12,748

 

 

1.47

 

 

 

12,988

 

 

1.83

 

 

 

14,850

 

 

2.64

 

Passbook or certificate

 

2,922

 

 

0.28

 

 

 

2,662

 

 

0.26

 

 

 

3,250

 

 

0.38

 

 

 

2,884

 

 

0.41

 

 

 

2,831

 

 

0.50

 

Other

 

1,585

 

 

0.15

 

 

 

1,332

 

 

0.13

 

 

 

1,391

 

 

0.16

 

 

 

247

 

 

0.03

 

 

 

264

 

 

0.05

 

Construction

 

13,367

 

 

1.28

 

 

 

12,062

 

 

1.17

 

 

 

11,360

 

 

1.31

 

 

 

22,078

 

 

3.12

 

 

 

8,094

 

 

1.44

 

Total loans

 

1,044,885

 

 

100.00

%

 

 

1,026,514

 

 

100.00

%

 

 

865,031

 

 

100.00

%

 

 

707,977

 

 

100.00

%

 

 

562,619

 

 

100.00

%

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses

 

6,434

 

 

 

 

 

 

6,104

 

 

 

 

 

 

6,049

 

 

 

 

 

 

5,451

 

 

 

 

 

 

5,416

 

 

 

 

Deferred loan (costs)
and fees, net

 

(962)

 

 

 

 

 

 

(1,276

)

 

 

 

 

 

(1,511

)

 

 

 

 

 

(1,087

)

 

 

 

 

 

(815

)

 

 

 

 

 

5,472

 

 

 

 

 

 

4,828

 

 

 

 

 

 

4,538

 

 

 

 

 

 

4,364

 

 

 

 

 

 

4,601

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans, net

$

1,039,413

 

 

 

 

 

$

1,021,686

 

 

 

 

 

$

860,493

 

 

 

 

 

$

703,613

 

 

 

 

 

$

558,018

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

5

 

 


Loan Maturity Schedule. The following table sets forth the maturities of our loan portfolio at June 30, 2009. Demand loans, loans having no stated maturity and overdrafts are shown as due in one year or less. Loans are stated in the following table at contractual maturity and actual maturities could differ due to prepayments.

 

 

 

Real estate mortgage:
One-to-four
family

 

Real estate
mortgage:
Multi-family and
commercial

 



Commercial
business

 


Home
equity
loans

 

 

Home
equity
lines of
credit

 


Passbook or
certificate

 




Other

 

 




Construction

 

 




Total

 

 

(In Thousands)

Amounts Due:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Within 1 Year

 

$

38

 

$

371

 

$

5,484

 

$

230

 

 

$

3

 

$

1,319

 

$

96

 

 

$

13,367

 

 

$

20,908

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

After 1 year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 to 3 years

 

 

1,082

 

 

198

 

 

426

 

 

2,416

 

 

 

145

 

 

174

 

 

 

 

 

 

 

 

4,441

3 to 5 years

 

 

9,731

 

 

1,277

 

 

 

 

4,603

 

 

 

 

 

24

 

 

9

 

 

 

 

 

 

15,644

5 to 10 years

 

 

72,634

 

 

8,750

 

 

97

 

 

30,083

 

 

 

2,723

 

 

 

 

 

 

 

 

 

 

114,287

10 to 15 years

 

 

140,839

 

 

34,016

 

 

2,964

 

 

37,529

 

 

 

8,358

 

 

 

 

 

 

 

 

 

 

223,706

Over 15 years

 

 

464,993

 

 

152,767

 

 

5,841

 

 

38,526

 

 

 

887

 

 

1,405

 

 

1,480

 

 

 

 

 

 

665,899

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total due after one year

 

 

689,279

 

 

197,008

 

 

9,328

 

 

113,157

 

 

 

12,113

 

 

1,603

 

 

1,489

 

 

 

 

 

 

1,023,977

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total amount due

 

$

689,317

 

$

197,379

 

$

14,812

 

$

113,387

 

 

$

12,116

 

$

2,922

 

$

1,585

 

 

$

13,367

 

 

$

1,044,885

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

 


The following table shows the dollar amount of loans as of June 30, 2009 due after June 30, 2010 according to rate type and loan category.

 

 

 

 

 



Fixed Rates

 

 

 

Floating or
Adjustable
Rates

 

 

 



Total

 

 

 

 

 

(In Thousands)

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

 

 

$

612,361

 

 

 

$

76,918

 

 

 

$

689,279

 

Multi-family and commercial

 

 

 

 

167,575

 

 

 

 

29,433

 

 

 

 

197,008

 

Commercial business

 

 

 

 

6,275

 

 

 

 

3,053

 

 

 

 

9,328

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans

 

 

 

 

113,157

 

 

 

 

 

 

 

 

113,157

 

Home equity lines of credit

 

 

 

 

2,866

 

 

 

 

9,247

 

 

 

 

12,113

 

Passbook or certificate

 

 

 

 

 

 

 

 

1,603

 

 

 

 

1,603

 

Other

 

 

 

 

307

 

 

 

 

1,182

 

 

 

 

1,489

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

 

$

902,541

 

 

 

$

121,436

 

 

 

$

1,023,977

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-Four Family Mortgage Loans. Our primary lending activity consists of the origination of one-to-four family first mortgage loans, of which approximately $583.5 million or 84.7% are secured by properties located within New Jersey as of June 30, 2009. By comparison, at June 30, 2008 approximately $618.8 million or 90.0% of loans were secured by New Jersey properties. During the year ended June 30, 2009, the Bank originated $79.4 million of one-to-four family first mortgage loans within New Jersey compared to $99.1 million in the year ended June 30, 2008. The decrease in one-to-four family first mortgage loan originations year-over-year, was due primarily to the lack of demand resulting from the troubled economy as well as management’s decision to maintain a disciplined pricing policy, which may have caused some potential borrowers to seek financing with more aggressive lenders. To supplement originations, we also purchased one-to-four family first mortgages totaling $67.7 million during the year ended June 30, 2009, compared to $102.2 million during the year ended June 30, 2008.

 

We will originate a one-to-four family mortgage loan on an owner-occupied property with a principal amount of up to 95% of the lesser of the appraised value or the purchase price of the property, with private mortgage insurance required if the loan-to-value ratio exceeds 80%. Our loan-to-value limit on a non-owner-occupied property is 75%. Loans in excess of $1.0 million are handled on a case-by-case basis and are subject to lower loan-to-value limits, generally no more than 50%.

 

Our fixed-rate and adjustable-rate residential mortgage loans on owner-occupied properties have terms of ten to 30 years. Residential mortgage loans on non-owner-occupied properties have terms of up to 15 years for fixed-rate loans and terms of up to 20 years for adjustable-rate loans. We also offer ten-year balloon mortgages with a thirty-year amortization schedule on owner-occupied properties and a twenty-year amortization schedule on non-owner-occupied properties.

 

Our adjustable-rate loan products provide for an interest rate that is tied to the one-year Constant Maturity U.S. Treasury index and have terms of up to 30 years with initial fixed-rate periods of one, three, five, seven, or ten years according to the terms of the loan and annual rate adjustment thereafter. We also offer an adjustable-rate loan with a term of up to 30 years with a rate that adjusts every five years to the

 

7

 

 


five-year Constant Maturity U.S. Treasury index. There is a 200 basis point limit on the rate adjustment in any adjustment period and the rate adjustment limit over the life of the loan is 600 basis points.

 

We offer a first-time homebuyer program for persons who have not previously owned real estate and are purchasing a one-to-four family property in Bergen, Passaic, Morris, Essex, Hudson, Middlesex, Monmouth, Ocean and Union Counties, New Jersey for use as a primary residence. This program is also available outside these areas only to persons who are existing deposit or loan customers of Kearny Federal Savings Bank and/or members of their immediate families. The financial incentives offered under this program are a one-eighth of one percent rate reduction on all first mortgage loan types and the refund of the application fee at closing.

 

The fixed-rate mortgage loans that we originate generally meet the secondary mortgage market standards of the Federal Home Loan Mortgage Corporation (“Freddie Mac”). However, as our focus is on increasing the size of the loan portfolio, we generally do not sell loans in the secondary market and do not currently anticipate that we will commence doing so in any large capacity. There were no residential mortgage loan sales in the secondary market during the last three fiscal years.

 

Substantially all of our residential mortgages include “due on sale” clauses, which give us the right to declare a loan immediately payable if the borrower sells or otherwise transfers an interest in the property to a third party. Property appraisals on real estate securing our one-to-four family first mortgage loans are made by state certified or licensed independent appraisers approved by the Bank’s Board of Directors. Appraisals are performed in accordance with applicable regulations and policies. We require title insurance policies on all first mortgage real estate loans originated. Homeowners, liability and fire insurance and, if applicable, flood insurance, are also required.

 

Multi-Family and Commercial Real Estate Mortgage Loans. We also originate mortgage loans on multi-family and commercial real estate properties, including loans on apartment buildings, retail/service properties and other income-producing properties, such as mixed-use properties combining residential and commercial space. The Bank originated $36.7 million of multi-family and commercial real estate mortgages during the year ended June 30, 2009, compared to $44.9 million during the year ended June 30, 2008. Though the Bank’s business plan calls for an increased emphasis on originating these types of mortgages, the lack of demand due to the troubled economy resulted in a decrease in originations, year-over-year. Since our prepayments were not excessive, the portfolio continued to grow despite a decrease in the volume of originations.

 

We generally require no less than a 25% down payment or equity position for mortgage loans on multi-family and commercial real estate properties. For such loans, we generally require personal guarantees. Currently, these loans are made with a maturity of up to 25 years. We also offer a five-year balloon loan with a twenty five-year amortization schedule. Our multi-family and commercial real estate mortgage loans are secured by properties located in New Jersey.

 

Multi-family and commercial real estate mortgage loans generally are considered to entail significantly greater risk than that which is involved with one-to-four family, owner-occupied real estate lending. The repayment of these loans typically is dependent on the successful operations and income stream of the borrower and the real estate securing the loan as collateral. These risks can be significantly affected by economic conditions. In addition, multi-family and commercial real estate mortgage loans generally carry larger balances to single borrowers or related groups of borrowers than one-to-four family mortgage loans. Multi-family and commercial real estate lending typically requires substantially greater evaluation and oversight efforts compared to residential real estate lending.

 

8

 

 


Commercial Business Loans. We also originate commercial term loans and lines of credit to a variety of professionals, sole proprietorships and small businesses in our market area. During the year ended June 30, 2009, the Bank originated $8.0 million of commercial business loans compared to $7.6 million during the year ended June 30, 2008. The Bank’s business plan also calls for an increased emphasis on originating these types of mortgages; despite the troubled economy, there was a nominal increase in commercial business loan originations reflecting a favorable pricing environment for these types of loans.

 

These loans are normally secured by real estate and we require personal guarantees on all commercial loans. Approximately 74.3% of our commercial business loans are secured by one-to-four family properties and approximately 25.5% are secured by commercial real estate and other forms of collateral. Only 0.2% of the loans are unsecured. Marketable securities may also be accepted as collateral on lines of credit, but with a loan to value limit of 50%. The loan to value limit on secured commercial lines of credit and term loans is otherwise generally limited to 70%. We also make unsecured commercial loans in the form of overdraft checking authorization up to $25,000 and unsecured lines of credit up to $25,000.

 

Our commercial term loans generally have terms of up to 20 years and are mostly fixed-rate loans. Our commercial lines of credit have terms of up to two years and are generally adjustable-rate loans. We also offer a one-year, interest-only commercial line of credit with a balloon payment.

 

Unlike single-family, owner-occupied residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income and which are secured by real property whose value tends to be more easily ascertainable, commercial business loans typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself and the general economic environment. Commercial business loans, therefore, have greater credit risk than residential mortgage loans. In addition, commercial loans generally carry larger balances to single borrowers or related groups of borrowers than one-to-four family first mortgage loans. Commercial lending requires substantially greater evaluation and oversight efforts compared to residential or commercial real estate lending.

 

Home Equity Loans and Lines of Credit. Our home equity loans are fixed-rate loans for terms of generally up to 20 years. We also offer fixed-rate and adjustable-rate home equity lines of credit with terms of up to 15 years. During the year ended June 30, 2009, the Bank originated $31.0 million of home equity loans and home equity lines of credit compared to $45.0 million in the year ended June 30, 2008. The decrease in originations was due primarily to the depressed economy as well as a general decline in the value of residential real estate.

 

Collateral value is determined through an automated valuation module, specifically, Freddie Mac’s Home Valuation Explorer, or property value analysis report provided by a state certified or licensed independent appraiser. In some cases, we determine collateral value by a full appraisal performed by a state certified or licensed independent appraiser. Home equity loans and lines of credit do not require title insurance but do require homeowner, liability and fire insurance and, if applicable, flood insurance.

 

Home equity loans and fixed-rate home equity lines of credit are generally originated in our market area and are generally made in amounts of up to 80% of value on term loans and of up to 75% of value on home equity adjustable-rate lines of credit. We originate home equity loans secured by either a first lien or a second lien on the property.

 

9

 

 


Other Consumer Loans. In addition to home equity loans and lines of credit, our consumer loan portfolio includes loans secured by savings accounts and certificates of deposit on deposit with the Bank, automobile loans and unsecured personal overdraft loans. We will generally lend up to 90% of the account balance on a loan secured by a savings account or certificate of deposit.

 

Consumer loans entail greater risks than residential mortgage loans, particularly consumer loans that are unsecured. Consumer loan repayment is dependent on the borrower’s continuing financial stability and is more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. The application of various federal laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on consumer loans in the event of a default.

 

Our underwriting standards for consumer loans include a determination of the applicant’s credit history and an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan. The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment and any additional verifiable secondary income.

 

Construction Lending. Our construction lending includes loans to individuals for construction of one-to-four family residences or for major renovations or improvements to an existing dwelling. Our construction lending also includes loans to builders and developers for multi-unit buildings or multi-house projects. All of our construction lending is in New Jersey. During the year ended June 30, 2009, construction loan originations and/or disbursements were $5.4 million compared to $5.6 million during the year ended June 30, 2008. For the thirdyear in a row, there was a decrease in construction loan originations and/or disbursements year-over-year, due to the lack of demand resulting from the depressed economy.

 

Construction borrowers must hold title to the land free and clear of any liens. Financing for construction loans is limited to 80% of the anticipated appraised value of the completed property. Disbursements are made in accordance with inspection reports by our approved appraisal firms. Terms of financing are limited to one year with an interest rate tied to the prime rate published in the Wall Street Journal and may include a premium of one or more points. In some cases, we convert a construction loan to a permanent mortgage loan upon completion of construction.

 

We have no formal limits as to the number of projects a builder has under construction or development and make a case-by-case determination on loans to builders and developers who have multiple projects under development. The Board of Directors reviews the Bank’s business relationship with a builder or developer prior to accepting a loan application for processing. We generally do not make construction loans to builders on a speculative basis. There must be a contract for sale in place. Financing is provided for up to two houses at a time in a multi-house project, requiring a contract on one of the two houses before financing for the next house may be obtained.

 

Construction lending is generally considered to involve a higher degree of credit risk than mortgage lending. If the initial estimate of construction cost proves to be inaccurate, we may be compelled to advance additional funds to complete the construction with repayment dependent, in part, on the success of the ultimate project rather than the ability of a borrower or guarantor to repay the loan. If we are forced to foreclose on a project prior to completion, there is no assurance that we will be able to recover the entire unpaid portion of the loan. In addition, we may be required to fund additional amounts to complete a project and may have to hold the property for an indeterminate period.

 

Loans to One Borrower. Federal law generally limits the amount that a savings institution may lend to one borrower to the greater of $500,000 or 15% of the institution’s unimpaired capital and surplus. Accordingly, as of June 30, 2009, our loans-to-one-borrower limit was approximately $54.1 million.

 

10

 

 


At June 30, 2009, our largest single borrower had an aggregate loan balance of approximately $14.0 million, representing four mortgage loans secured by commercial real estate. Our second largest single borrower had an aggregate loan balance of approximately $11.0 million, representing nine loans secured by commercial real estate, two residential construction loans and one residential loan. Our third largest borrower had an aggregate loan balance of approximately $10.0 million, representing two loans secured by commercial real estate. At June 30, 2009, all of these lending relationships were current and performing in accordance with the terms of their loan agreements. By comparison, at June 30, 2008, loans outstanding to the Bank’s three largest borrowers totaled approximately $14.9 million, $10.7 million and $10.0 million, respectively.

 

Loan Originations, Purchases, Sales, Solicitation and Processing. The following table shows total loans originated, purchased and repaid during the periods indicated.

 

 

 

For the Years Ended June 30,

 

 

 

2009

 

 

2008

 

 

2007

 

 

 

(In Thousands)

 

Loan originations and purchases:

 

 

 

 

 

 

 

 

 

 

 

 

Loan originations:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

$

79,413

 

 

$

99,113

 

 

$

67,158

 

Multi-family and commercial

 

 

36,700

 

 

 

44,854

 

 

 

62,948

 

Commercial business

 

 

8,002

 

 

 

7,622

 

 

 

4,604

 

Construction

 

 

5,374

 

 

 

5,569

 

 

 

6,268

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

31,034

 

 

 

44,992

 

 

 

51,437

 

Passbook or certificate

 

 

1,506

 

 

 

1,504

 

 

 

1,802

 

Other

 

 

792

 

 

 

334

 

 

 

1,553

 

Total loan originations

 

 

162,821

 

 

 

203,988

 

 

 

195,770

 

Loan purchases:

 

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

 

67,698

 

 

 

102,228

 

 

 

97,521

 

Multi-family and commercial

 

 

 

 

 

 

 

 

 

Total loan purchases

 

 

67,698

 

 

 

102,228

 

 

 

97,521

 

Loan principal repayments

 

 

(213,131

)

 

 

(145,959

)

 

 

(136,669

)

Increase due to other items

 

 

339

 

 

 

936

 

 

 

258

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in loan portfolio

 

$

17,727

 

 

$

161,193

 

 

$

156,880

 

 

Our customary sources of loan applications include repeat customers, referrals from realtors and other professionals and “walk-in” customers. Our residential loan originations are largely advertising driven.

 

We primarily originate our own loans and retain them in our portfolio. Gross loan originations totaled $162.8 million for the year ended June 30, 2009. Principal repayments exceeded originations by $50.3 million during fiscal 2009 due primarily to the lack of demand resulting from the troubled economy as well as management’s decision to maintain a disciplined pricing policy, which may have caused some potential borrowers to seek financing with more aggressive lenders. As part of our loan growth strategy, we generally do not sell loans in the secondary market and do not currently anticipate that we will commence doing so in any large capacity. During the year ended June 30, 2009, we were approached by

 

11

 

 


a financial institution currently servicing loans for the Bank, which was interested in terminating the servicing arrangement. The servicer agreed to repurchase the small portfolio of mortgages totaling $8.4 million at par. The repurchased loans are reported in the “loan principal repayments” line in the table on Page 11.

 

The Bank maintains loan purchase and servicing agreements with three large nationwide lenders, in order to supplement the Bank’s loan production pipeline. The original agreements called for the purchase of loan pools that contain mortgages on residential properties in our lending area. Subsequently, we expanded our loan purchase and servicing agreements with the same nationwide lenders to include mortgage loans secured by residential real estate located outside of New Jersey. We have procedures in place for purchasing these mortgages such that the underwriting guidelines are consistent with those used in our in-house loan origination process. The evaluation and approval process ensures that the purchased loans generally conform to our normal underwriting guidelines. Our due diligence process includes full credit reviews and an examination of the title policy and associated legal instruments. We recalculate debt service and loan-to-value ratios for accuracy and review appraisals for reasonableness. All loan packages presented to the Bank must meet the Bank’s underwriting requirements as outlined in the purchase and servicing agreements and are subject to the same review process outlined above. Furthermore, there are stricter underwriting guidelines in place for out-of-state mortgages, including higher minimum credit scores. During the year ended June 30, 2009, we purchased a total of $50.3 million fixed-rate loans from these sellers.

 

Once we purchase the loans, we continually monitor the seller’s performance by thoroughly reviewing portfolio balancing reports, remittance reports, delinquency reports and other data supplied to us on a monthly basis. We also review the seller’s financial statements and documentation as to their compliance with the servicing standards established by the Mortgage Bankers Association of America.

 

Since May 2007, we have been purchasing out-of-state one-to-four family first mortgage loans to supplement our in-house originations. As of June 30, 2009, our portfolio of out-of-state loans included mortgages in 30 states and totaled $105.8 million. The largest concentrations of loans at June 30, 2009 are located in the states of Washington and Georgia, totaling $11.7 million and $10.3 million, respectively.

 

The Bank also enters into purchase agreements with a limited number of smaller, local mortgage companies to supplement the Bank’s loan production pipeline. These agreements call for the purchase, on a flow basis, of one-to-four family first mortgage loans with servicing released to the Bank. During the year ended June 30, 2009, we purchased a total of $7.8 million adjustable-rate loans, $9.1 million of fixed-rate loans and $480,000 of balloon loans from these companies.

 

In addition to purchasing one-to-four family loans, we also occasionally purchase participations in loans originated by other banks and through the Thrift Institutions Community Investment Corporation of New Jersey (“TICIC”), a subsidiary of the New Jersey Bankers Association. Our TICIC participations generally include multi-family and commercial real estate properties. The aggregate balance of TICIC participations at June 30, 2009 was $8.5 million and the average balance of a single participation was approximately $259,000. Both were virtually unchanged from June 30 2008, with additional loan disbursements generally offset by principal repayments. At June 30, 2009, we had five non-TICIC participations with an aggregate balance of $11.3 million, consisting of loans on commercial real estate properties, including a medical center, a self-storage facility, a shopping plaza and commercial buildings with a combination of retail and office space and a construction loan to build townhouses. By comparison, at June 30, 2008 non-TICIC participations totaled $14.2 million. During the year ended June 30, 2009, the Bank did not purchase any loan participations originated by other banks.

 

12

 

 


Loan Approval Procedures and Authority. Senior management recommends and the Board of Directors approves our lending policies and loan approval limits. Our Chief Lending Officer may approve loans up to $750,000. Loan department personnel of the Bank serving in the following positions may approve loans as follows: mortgage loan managers, mortgage loans up to $500,000; mortgage loan underwriters, mortgage loans up to $250,000; consumer loan managers, consumer loans up to $250,000; and consumer loan underwriters, consumer loans up to $150,000. In addition to these principal amount limits, there are established limits for different levels of approval authority as to minimum credit scores and maximum loan to value ratios and debt ratios. Our Chief Executive Officer, Chief Financial Officer and Chief Investment Officer have authorization to countersign loans for amounts that exceed $750,000 up to a limit of $1.0 million. Our Chief Lending Officer must approve loans between $750,000 and $1.0 million along with one of these designated officers. Non-conforming mortgage loans and loans over $1.0 million require the approval of the Board of Directors.

 

Asset Quality

 

Loan Delinquencies and Collection Procedures. The Company regularly monitors the payment status of all loans within its portfolio and promptly initiates collections efforts on past due loans in accordance with applicable policies and procedures. Delinquent borrowers are notified by both mail and telephone when a loan is 30 days past due. If the delinquency continues, subsequent efforts are made to contact the delinquent borrower and additional collection notices and letters are sent. All reasonable attempts are made to collect from borrowers prior to referral to an attorney for collection. However, when a loan is 90 days delinquent, it is our general practice to refer it to an attorney for repossession, foreclosure or other form of collection action, as appropriate. In certain instances, we may modify the loan or grant a limited moratorium on loan payments to enable the borrower to reorganize his or her financial affairs and we attempt to work with the borrower to establish a repayment schedule to cure the delinquency.

 

As to mortgage loans, if a foreclosure action is taken and the loan is not reinstated, paid in full or refinanced, the property is sold at judicial sale at which we may be the buyer if there are no adequate offers to satisfy the debt. Any property acquired as the result of foreclosure or by deed in lieu of foreclosure is classified as real estate owned until it is sold or otherwise disposed of. When real estate owned is acquired, it is recorded at its fair market value less estimated selling costs. The initial write-down of the property, if necessary, is charged to the allowance for loan losses. Adjustments to the carrying value of the properties that result from subsequent declines in value are charged to operations in the period in which the declines are identified. At June 30, 2009, we held real estate owned totaling $109,000, consisting of one parcel of vacant land currently under a contract of sale. The buyer is awaiting site plan approvals.

 

Loans are generally placed on non-accrual status when they are more than 90 days delinquent, with the exception of passbook loans. When a passbook loan becomes 120 days delinquent, we collect the outstanding balance of the loan from the related passbook account along with accrued interest (and a penalty is charged if the account securing the loan is a certificate of deposit). Loans may be placed on a non-accrual status at any time if, in the opinion of management, repayment of the loan in accordance with its stated terms is doubtful. Interest accrued and unpaid at the time a loan is placed on non-accrual status is charged against interest income. Subsequent payments are applied in accordance with the promissory note. At June 30, 2009, we had approximately $8.1 million of loans that were held on a non-accrual basis compared to $1.6 million at June 30, 2008.

 

 

 

13

 

 


Non-Performing Assets. The following table provides information regarding the Bank’s non-performing loans and real estate owned. At each of the dates indicated, we did not have any troubled debt restructurings.

 

 

 

At June 30,

 

 

2009

 

 

2008

 

 

2007

 

 

2006

 

 

2005

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Loans accounted for on a non-accrual basis:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One- to four-family

 

$

2,120

 

 

 

$

530

 

 

 

$

472

 

 

 

$

329

 

 

 

$

846

 

Multi-family and commercial

 

 

5,626

 

 

 

 

1,012

 

 

 

 

1,017

 

 

 

 

592

 

 

 

 

1,004

 

Commercial business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

31

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans

 

 

27

 

 

 

 

31

 

 

 

 

 

 

 

 

21

 

 

 

 

20

 

Home equity lines of credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

17

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

4

 

Construction

 

 

362

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

8,135

 

 

 

 

1,573

 

 

 

 

1,489

 

 

 

 

942

 

 

 

 

1,922

 

Accruing loans which are contractually
past due 90 days or more:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One- to four-family

 

 

5,017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Multi-family and commercial

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial business

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Passbook or certificate

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Construction

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

 

5,017

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total non-performing loans

 

$

13,152

 

 

 

$

1,573

 

 

 

$

1,489

 

 

 

$

942

 

 

 

$

1,922

 

Real estate owned

 

$

109

 

 

 

$

109

 

 

 

$

109

 

 

 

$

109

 

 

 

$

209

 

Other non-performing assets

 

$

 

 

 

$

 

 

 

$

 

 

 

$

 

 

 

$

 

Total non-performing assets

 

$

13,261

 

 

 

$

1,682

 

 

 

$

1,598

 

 

 

$

1,051

 

 

 

$

2,131

 

Total non-performing loans to total loans

 

 

1.26

%

 

 

 

0.15

%

 

 

 

0.17

%

 

 

 

0.13

%

 

 

 

0.34

%

Total non-performing loans to total assets

 

 

0.62

%

 

 

 

0.08

%

 

 

 

0.08

%

 

 

 

0.05

%

 

 

 

0.09

%

Total non-performing assets to total assets

 

 

0.62

%

 

 

 

0.08

%

 

 

 

0.08

%

 

 

 

0.05

%

 

 

 

0.10

%

 

Non-performing assets increased by $11.6 million from $1.7 million at June 30, 2008 to $13.3 million at June 30, 2009 and comprised a net increase in non-accrual loans of $6.6 million plus the addition of $5.0 million of loans 90 days or more past due and still accruing. For those same comparative periods, the number of nonaccrual loans increased by eight from 13 to 21 loans while the number of loans 90 days or more past due and still accruing increased to 12 loans from none reported in the earlier comparative period.

 

14

 

 


The net increase in number and balance of nonaccrual loans was primarily attributable to the addition of three commercial mortgage loans with total outstanding balances of $4.6 million at June 30, 2009. The increase in nonaccrual loans also included the addition of nine residential mortgage loans and two construction loans with outstanding balances of $2.0 million and $362,000, respectively, at June 30, 2009. The additional nonaccrual loans are in various stages of collection, workout or foreclosure and are secured by New Jersey properties whose values at June 30, 2009 are estimated to equal or exceed the outstanding balances of the loans at that date. Partially offsetting this increase were six loans reported as nonaccrual at June 30, 2008 that either reinstated or paid off during the year.

 

As noted, the additions to nonperforming loans also include 12 accruing loans totaling $5.0 million reported as 90 days or more past due. These loans represent residential mortgage loans secured by New Jersey properties that were purchased from a nationwide mortgage loan originator and continue to be serviced by that organization. In accordance with our agreement, the servicer advances scheduled principal and interest payments to the Bank when such payments are not made by the borrower. The timely receipt of principal and interest from the servicer ensures the continued accrual status of the Bank’s loan. However, the delinquency status reported for these nonperforming loans reflects the borrower’s actual delinquency irrespective of the Bank’s receipt of advances which will be recouped by the servicer from the Bank in the event the borrower does not reinstate the loan. Based upon updated collateral valuations, the Bank has established specific valuation allowances of $150,000 for the identified impairment attributable to two of these 12 loans at June 30, 2009.

 

During the years ended June 30, 2009, 2008 and 2007, gross interest income of $591,000, $105,000 and $111,000, respectively, would have been recognized on loans accounted for on a non-accrual basis if those loans had been current. Interest income recognized on such loans of $134,000, $47,000 and $45,000 was included in income for the years ended June 30, 2009, 2008 and 2007, respectively.

 

Loan Review System. The Company maintains a loan review system consisting of several related functions including, but not limited to, classification of assets, calculation of the allowance for loan losses, independent credit file review as well as internal audit and lending compliance reviews. The Company utilizes both internal and external resources, where appropriate, to perform the various loan review functions. For example, the Company has engaged the services of a third party firm specializing in loan review and analysis to perform several loan review functions. This firm reviews the loan portfolio in accordance with the scope and frequency determined by senior management and the Asset Quality Committee of the Board of Directors. The third party loan review firm assists senior management and the board of directors in identifying potential credit weaknesses; in appropriately grading or adversely classifying loans; in identifying relevant trends that affect the collectability of the portfolio and identify segments of the portfolio that are potential problem areas; in verifying the appropriateness of the allowance for loan losses; in evaluating the activities of lending personnel including compliance with lending policies and the quality of their loan approval, monitoring and risk assessment; and by providing an objective assessment of the overall quality of the loan portfolio. Currently, independent loan reviews are being conducted quarterly and include non-performing loans as well as samples of performing loans of varying types within the Company’s portfolio.

 

15

 

 


The Company’s loan review system also includes the internal audit and compliance functions, which operate in accordance with a scope determined by the Audit and Compliance Committees of the Board of Directors. Internal audit resources assess the adequacy of, and adherence to, internal credit policies and loan administration procedures. Similarly, the Company’s compliance resources monitor adherence to relevant lending-related and consumer protection-related laws and regulations. The loan review system is structured in such a way that the internal audit function maintains the ability to independently audit other risk monitoring functions without impairing its independence with respect to these other functions.

 

As noted, the loan review system also comprises the Company’s policies and procedures relating to the regulatory classification of assets and the allowance for loan loss functions each of which are described in greater detail below.

 

Classification of Assets. Management, in compliance with the OTS guidelines has instituted an internal loan review program, whereby non-performing loans are classified special mention, substandard, doubtful or loss. It is our policy to review the loan portfolio in accordance with regulatory classification procedures, generally on a monthly basis. When a loan is classified as substandard or doubtful, management is required to evaluate the loan for impairment. When management classifies a portion of a loan as loss, a specific valuation allowance equal to 100% of the loss amount must be established or the loan is charged-off against an existing specific valuation allowance.

 

An asset is classified as “Substandard” if it is inadequately protected by the paying capacity and net worth of the obligor or the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Assets classified as “Doubtful” have all of the weaknesses inherent in those classified as “Substandard”, with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values. Assets, or portions thereof, classified as “Loss” are considered uncollectible or of so little value that their continuance as assets is not warranted. Assets classified as “Loss” are either charged off against an existing specific valuation allowance or a specific valuation allowance equal to 100% of the loss amount must be established.

 

Assets which do not currently expose the Company to a sufficient degree of risk to warrant an adverse classification but have some credit deficiencies or other potential weaknesses are designated as “Special Mention” by management. Adversely classified assets, together with those rated as “Special Mention”, are generally referred to as “Classified Assets”. Non-classified assets are rated as either “Pass” or “Watch” with the latter denoting a potential deficiency or concern that warrants increased oversight or tracking by management until remediated.

 

Management performs a classification of assets review, including the regulatory classification of assets, generally on a monthly basis. The results of the classification of assets review are validated by the Company’s third party loan review firm during their quarterly, independent review. In the event of a difference in rating or classification between those assigned by the internal and external resources, the Company will generally utilize the more critical or conservative rating or classification. Final loan ratings and regulatory classifications are presented monthly to the Board of Directors and are reviewed by regulators during the examination process.

 

 

 

16

 

 


The following table discloses our designation of certain loans as special mention or adversely classified during each of the five years presented. See Page 30 for a discussion on classified securities.

 

 

 

At June 30,

 

 

2009

 

 

 

2008

 

 

 

2007

 

 

 

2006

 

 

 

2005

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Special Mention

 

$

3,506

 

 

 

$

 

 

 

$

736

 

 

 

$

236

 

 

 

$

3,161

Substandard

 

 

14,891

 

 

 

 

749

 

 

 

 

1,470

 

 

 

 

1,448

 

 

 

 

2,343

Doubtful

 

 

817

 

 

 

 

1,871

 

 

 

 

1,881

 

 

 

 

2,001

 

 

 

 

1,936

Loss

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

6

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total

 

$

19,214

 

 

 

$

2,620

 

 

 

$

4,087

 

 

 

$

3,685

 

 

 

$

7,446

 

The balance of “Special Mention” loans included a total of nine loans whose entire outstanding balances were classified in that manner at June 30, 2009. The balance of “Substandard” loans included a total of 34 loans. Of these “Substandard” loans, the entire balances of 29 loans totaling $11.8 million were classified in that manner. The remaining five loans had total outstanding balances of $3.5 million of which $3.1 million was classified as “Substandard” with the remaining $393,000 classified as “Loss”. The balance of “Doubtful” loans included two loans that had total outstanding balances of $1.1 million of which $817,000 were classified as “Doubtful” and $274,000 were classified as “Loss”. In addition to the seven loans with portions of their balances classified as “Loss”, the entire balances of three additional loans totaling $763,000 were also classified as “Loss”. In total, the outstanding balance of loans, or portions thereof, classified as “Loss” totaled $1.4 million at June 30, 2009. As seen on Page 23, specific valuation allowances have been established against 100% of these estimated losses in accordance with the Company’s allowance for loan loss methodology. Consistent with regulatory reporting requirements, the balance of classified assets are reported in the table above net of any applicable specific valuation allowances resulting in the zero net balance for assets classified as “Loss”.

 

Of the 34 loans classified as Substandard, either in whole or in part, 30 loans with outstanding balances of $12.4 million were reported as nonperforming in the table on Page 14. Nonperforming loans also included the three loans totaling $763,000 that were wholly classified as “Loss”. The loans reported as “Doubtful” represent two TICIC loans that are currently performing, but considered impaired and therefore adversely classified.

 

Allowance for Loan Losses. The allowance for loan losses is a valuation account that reflects the Company’s estimation of the losses in its loan portfolio to the extent they are both probable and reasonable to estimate. The balance of the allowance is generally maintained through provisions for loan losses that are charged to income in the period that estimated losses on loans are identified by the Company’s loan review system. The Company charges losses on loans against the allowance as such losses are actually incurred. Recoveries on loans previously charged-off are added back to the allowance.

 

In accordance with generally accepted accounting principles (“GAAP”) and supporting regulatory guidelines, the balance of our allowance for loan losses generally comprises two components. The first represents specific valuation allowances that we have established in accordance with Statement of Financial Accounting Standards (“SFAS”) No. 114, “Accounting by Creditors for Impairment of a Loan”, for identified losses on certain loans that have been individually reviewed for impairment. The second component represents the general valuation allowances that we have established in accordance with SFAS No. 5, “Accounting for Contingencies”,for estimated losses on homogenous groups of loans sharing similar risk characteristics. The following narrative describes the specific manner in which the Company

 

17

 

 


calculates and records its allowance for loan losses within the framework of its integrated loan review system.

 

The Company’s allowance for loan loss calculation methodology utilizes a “two-tier” loss measurement process that is performed monthly. Based upon the results of the classification of assets and credit file review processes described earlier, the Company first identifies the loans that must be reviewed individually for impairment in accordance with SFAS No. 114. Loans eligible for individual impairment review generally represent the Company’s larger and/or more complex loans including commercial mortgage loans, comprising multi-family, nonresidential real estate and construction loans, as well as the Company’s commercial business loans. However, the Company may also evaluate certain individual one-to-four family mortgage loans, home equity loans and home equity lines of credit for impairment based upon certain risk factors. Factors considered in identifying individual loans to be reviewed include, but may not be limited to, delinquency status, size of loan, type and condition of collateral and the financial condition of the borrower.

 

A reviewed loan is deemed to be impaired when, based on current information and events, it is probable that we will be unable to collect all amounts due according to the contractual terms of the loan agreement. Once a loan is determined to be impaired, management measures the amount of impairment associated with that loan. Impairment is generally defined as the difference between the carrying value and fair value of a loan where former exceeds the latter. For the collateral dependent mortgage loans that comprise the large majority of the Company’s portfolio, the fair value of the real estate collateralizing the loan serves as a practical expedient for that of the impaired loan itself. Such values are generally determined based upon a discounted market value obtained through an automated valuation module or prepared by a qualified, independent real estate appraiser. As supported by the accounting and regulatory guidance, the fair value of the collateral is further reduced by estimated selling costs when such costs are expected to reduce the cash flows available to repay the loan.

 

The Company establishes specific valuation allowances in the fiscal period during which the loan impairments are identified. The results of management’s specific loan impairment evaluation are validated by the Company’s third party loan review firm during their quarterly, independent review. Such valuation allowances are adjusted in subsequent fiscal periods, where appropriate, to reflect any changes in carrying value or fair value identified during subsequent impairment evaluations which are updated monthly by management.

 

The second tier of the loss measurement process involves estimating the probable and estimable losses in accordance with SFAS No. 5 which addresses loans not otherwise reviewed for impairment in accordance with SFAS No. 114. Such loans generally comprise large groups of smaller-balance homogeneous loans, such as one-to-four family mortgage loans, home equity loans and home equity lines of credit and consumer loans, that may generally be excluded from individual impairment analysis and instead collectively evaluated for impairment. Such loans also include the remaining non-impaired loans of the larger and/or more complex types, such as the Company’s commercial mortgage and business loans, which were not individually reviewed for impairment.

 

Valuation allowances established in accordance with SFAS No. 5 utilize historical and environmental loss factors to collectively estimate the level of probable losses within defined segments of the Company’s loan portfolio. These segments aggregate homogeneous subsets of loans with similar risk characteristics based upon loan type. For allowance for loan loss calculation and reporting purposes, the Company currently stratifies its loan portfolio into four primary categories: Real estate mortgage loans, consumer loans, commercial business loans and construction loans. Within these broad categories, the Company defines certain segments. For example, the real estate mortgage loan category comprises three primary segments including one-to-four family mortgage loans, TICIC participations in commercial real

 

18

 

 


estate loans and other (non-TICIC) commercial real estate loans. Commercial real estate loans comprise both multi-family and nonresidential mortgage loans. The consumer loan category includes several segments including home equity loans, home equity lines of credit, passbook or certificate account loans and other consumer-related loans which include, but may not be limited to, home improvement loans and overdraft checking loans. The commercial business loan and construction loan categories require no further delineation with each representing a defined segment of the loan portfolio for allowance for loan loss calculation and reporting purposes.

 

In regard to historical loss factors, the Company’s allowance for loan loss calculation calls for an analysis of historical charge-offs and recoveries for each of the defined segments within the loan portfolio. The Company generally utilizes a minimum five-year moving average of annual net charge-off rates (charge-offs net of recoveries) by loan segment, where available, to calculate its actual, historical loss experience. Additional years of charge-off history may be considered in the calculation to reflect an appropriate historical basis for the calculation. The outstanding principal balance of each loan segment is multiplied by the applicable historical loss factor to estimate the level of probable losses based upon the Company’s historical loss experience.

 

As noted, the Company’s allowance for loan loss calculation also utilizes environment loss factors to estimate the probable losses within the loan portfolio. Environmental loss factors are based upon specific qualitative criteria representing key sources of risk within the loan portfolio. Such risk criteria includes the level of and trends in delinquencies and non-accrual loans; the effects of changes in credit policy; the experience, ability and depth of the lending function’s management and staff; national and local economic trends and conditions; credit risk concentrations and changes in local and regional real estate values. For each segment of the loan portfolio, a level of risk, developed from a number of internal and external resources, is assigned to each of the qualitative criteria utilizing a scale ranging from zero (negligible risk) to 15 (high risk). The sum of the risk values, expressed as a whole number, is multiplied by .01% to arrive at an overall environmental loss factor, expressed in basis points, for each segment. The outstanding principal balance of each loan segment is multiplied by the applicable environmental loss factor to estimate the level of probable losses based upon the qualitative risk criteria.

 

The sum of the probable and estimable loan losses calculated in accordance with SFAS No. 114 and SFAS No. 5, as described above, represents the total targeted balance for the Company’s allowance for loan losses at the end of a fiscal period. As noted earlier, the Company establishes all additional specific valuation allowances in the fiscal period during which additional loan impairments are identified. This step is generally performed by transferring the required additions to specific valuation allowances on impaired loans from the balance of Company’s general valuation allowances. After establishing all specific valuation allowances relating to impaired loans, the Company then compares the remaining actual balance of its general valuation allowance to the targeted balance calculated at the end of the fiscal period. The Company’s policy regarding the allowance for loan losses requires that its actual balance of general valuation allowances be maintained at a level within a threshold of +/- 15% of the targeted balance. The Company utilizes the allowable threshold to acknowledge and account for the relative imprecision of the environmental loss factors used in the calculation of the targeted balance of general valuation allowances. Any balance of general valuation allowances in excess of the targeted balance is reported as unallocated with such balances attributable to probable losses within the loan portfolio relating to environmental factors within one or more non-specified loan segments. The Company adjusts its balance of general valuation allowances through the provision for loan losses as required to ensure that the balance of the allowance for loan losses reflects all probable and estimable loans losses at the close of the fiscal period. Notwithstanding calculation methodology and the noted distinction between specific and general valuation allowances,the Company’s entire allowance for loan losses is available to cover all charge-offs that arise from the loan portfolio.

 

19

 

 


Finally, the labels “specific” and “general” used herein to define and distinguish the Company’s valuation allowances have substantially the same meaning as those used in the regulatory nomenclature applicable to the valuation allowances of insured financial institutions. As such, the portion of the allowance for loan losses categorized herein as “general valuation allowance” is considered “supplemental capital” for the regulatory capital calculations applicable to the Company and its wholly owned bank subsidiary. By contrast, the Company’s “specific valuation allowance” maintained against impaired loans is excluded from all forms of regulatory capital and is instead netted against the balance of the applicable assets for regulatory reporting purposes.

 

Our focus has consistently been to maintain an allowance for loan losses that represents our best estimate of probable losses within the Company’s loan portfolio given current facts and economic circumstances as of the evaluation date. For fiscal years ended June 30, 2007 and prior, the Company had utilized a loan classification-based methodology to estimate the allowance for loan losses. The loan classification methodology utilized benchmarks to establish the allowance for loan losses based upon their classification within the Company’s classification of assets process described earlier. For example, the prior methodology generally required that the Company maintain a minimum level of general valuation allowances ranging from 0.30% to 1.00% of the outstanding principal balance of loans graded as “Pass” or “Watch”. Similarly, general valuation allowances of 5%, 25% and 50%, respectively, were also established and maintained against the outstanding balance of all classified loans rated as “Special Mention”, “Substandard” and “Doubtful”. Where appropriate, additional general valuation allowance percentages were established and maintained against certain categories of commercial loans. The prior methodology also required that the Company maintain a specific valuation allowance in the amount of 100% of the outstanding balance of all loans, or portions thereof, classified as Loss which is consistent with the current allowance calculation methodology and regulatory requirements.

 

Like the current allowance for loan loss calculation methodology, the Company’s prior practice also allowed for the balance of the allowance to be maintained within a reasonable threshold of the balance targeted by the calculation methodology in place at that time. Calculation methodology notwithstanding, the Company consistently determined that the overall balance of the allowance for loan losses at the close of each reporting period was being maintained within a range consistent with that required by GAAP.

 

During the fiscal year ended June 30, 2008, the Company revised its allowance for loan loss calculation methodology to that described in the preceding discussion. Doing so resulted in a more precise measurement of estimated probable losses consistent with the Interagency Policy Statement on the Allowance for Loan and Lease Losses that had been recently updated by bank regulators. Through this policy statement, bank regulators clarified the applicable regulatory guidance regarding the allowance for loan loss and emphasized the requirement that insured institutions adhere to the applicable accounting standards, including SFAS No. 114 and SFAS No. 5, in calculating the appropriate level for the allowance for loan loss.

 

As discussed in greater detail below, the use of this new methodology did not result in a material change in the overall level of the allowance for loan losses. Moreover, the provision recorded during the year ended June 30, 2008, which was determined based on the newly implemented methodology, was not materially different, on an overall basis, from what would have been required under the prior methodology. However, the change in methodology did increase the precision of the calculation supporting the component balances of the Company’s allowance for loan losses while resulting in a noteworthy reallocation between loan segments and the general and specific valuation allowances applicable to each. In particular, eliminating the use of loan classification benchmarks to estimate the allowance for loan losses corrected a tendency to overweight the allocation towards multi-family and commercial mortgages during prior periods in favor of a greater allocation toward one-to-four family

 

20

 

 


mortgage loans. Moreover, the change in underlying methodology converted what had been general valuation allowances, previously established and maintained on certain TICIC participations based upon their adverse loan classification, into more precisely defined specific and general valuation allowances attributable to those same loans, albeit in a lesser aggregate amount. The remainder was largely reallocated toward the general valuation allowances required by the historical and environmental loss factors utilized in the revised calculation.

 

The following table sets forth information with respect to activity in the allowance for loan losses for the periods indicated.

 

 

For the Years Ended June 30,

 

 

2009

 

 

2008

 

 

2007

 

 

2006

 

2005

 

 

(Dollars in Thousands)

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance balance (at beginning of period)

$

6,104

 

 

$

6,049

 

 

$

5,451

 

 

$

5,416

 

$

5,144

 

Provision for loan losses

 

317

 

 

 

94

 

 

 

571

 

 

 

72

 

 

68

 

Charge-offs:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage – One-to-four family

 

2

 

 

 

30

 

 

 

 

 

 

 

 

 

Commercial business

 

 

 

 

 

 

 

 

 

 

30

 

 

5

 

Other

 

3

 

 

 

9

 

 

 

 

 

 

12

 

 

4

 

Total charge-offs

 

5

 

 

 

39

 

 

 

 

 

 

42

 

 

9

 

Recoveries:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage – One-to-four family

 

 

 

 

 

 

 

 

 

 

 

 

213

 

Commercial business

 

18

 

 

 

 

 

 

27

 

 

 

5

 

 

 

Total recoveries

 

18

 

 

 

 

 

 

27

 

 

 

5

 

 

213

 

Net (charge-offs) recoveries

 

13

 

 

 

(39

)

 

 

27

 

 

 

(37

)

 

204

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance balance (at end of period)

$

6,434

 

 

$

6,104

 

 

$

6,049

 

 

$

5,451

 

$

5,416

 

Total loans outstanding

$

1,044,885

 

 

$

1,026,514

 

 

$

865,031

 

 

$

707,977

 

$

562,619

 

Average loans outstanding

$

1,064,019

 

 

$

951,019

 

 

$

785,210

 

 

$

633,758

 

$

523,029

 

Allowance for loan losses as a percent
of total loans outstanding

 

0.62

%

 

 

0.59

%

 

 

0.70

%

 

 

0.77

%

 

0.96

%

Net loan charge-offs as a percent
of average loans outstanding

 

0.00

%

 

 

0.00

%

 

 

0.00

%

 

 

0.01

%

 

0.00

%

Allowance for loan losses to non-performing loans

 

48.92

%

 

 

388.05

%

 

 

406.25

%

 

 

578.66

%

 

281.79

%

 

 

 

21

 

 


Allocation of Allowance for Loan Losses. The following table sets forth the allocation of the total allowance for loan losses by loan category and segment and the percent of loans in each category’s segment to total net loans receivable at the dates indicated. The portion of the loan loss allowance allocated to each loan segment does not represent the total available for future losses which may occur within a particular loan segment since the total loan loss allowance is a valuation reserve applicable to the entire loan portfolio.

 

 

 

At June 30,

 

 

2009

 

2008

 

2007

 

2006

 

2005

 

 

Amount

 

Percent of Loans to Total Loans

 

Amount

 

Percent of Loans to Total Loans

 

Amount

 

Percent of Loans to Total Loans

 

Amount

 

Percent of Loans to Total Loans

 

Amount

 

Percent of Loans to Total Loans

 

 

(Dollars in Thousands)

At end of period allocated to:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One-to-four family

 

$

3,254

 

65.97

%

 

$

2,979

 

66.99

%

 

$

1,854

 

64.66

%

 

$

1,582

 

65.80

%

 

$

1,510

 

68.03

%

Multi-family and commercial

 

 

2,181

 

18.89

 

 

 

1,841

 

17.40

 

 

 

3,602

 

18.40

 

 

 

3,133

 

15.13

 

 

 

3,359

 

17.19

 

Commercial business

 

 

73

 

1.42

 

 

 

44

 

0.85

 

 

 

27

 

0.48

 

 

 

34

 

0.45

 

 

 

50

 

0.52

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans

 

 

510

 

10.85

 

 

 

719

 

12.08

 

 

 

356

 

13.14

 

 

 

286

 

13.23

 

 

 

182

 

9.63

 

Home equity lines
of credit

 

 

55

 

1.16

 

 

 

67

 

1.12

 

 

 

46

 

1.47

 

 

 

39

 

1.83

 

 

 

47

 

2.64

 

Passbook or certificate

 

 

 

0.28

 

 

 

 

0.26

 

 

 

 

0.38

 

 

 

 

0.41

 

 

 

 

0.50

 

Other

 

 

24

 

0.15

 

 

 

41

 

0.13

 

 

 

34

 

0.16

 

 

 

27

 

0.03

 

 

 

120

 

0.05

 

Construction

 

 

106

 

1.28

 

 

 

118

 

1.17

 

 

 

130

 

1.31

 

 

 

350

 

3.12

 

 

 

135

 

1.44

 

 

 

 

6,203

 

 

 

 

 

5,809

 

 

 

 

 

6,049

 

 

 

 

 

5,451

 

 

 

 

 

5,403

 

 

 

Unallocated

 

 

231

 

 

 

 

 

295

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

13