FORM 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
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| þ |
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Quarterly report under Section 13 or 15(d) of the Securities Exchange Act of 1934 |
For the quarterly period ended September 30, 2008
or
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Transition report under Section 13 or 15(d) of the Exchange Act |
For the transition period from to
Commission file number: 000-49814
MONARCH COMMUNITY BANCORP, INC.
(Exact name of registrant as specified in its charter)
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| Maryland
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04-3627031 |
| (State or other jurisdiction
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(I.R.S. employer |
| of incorporation or organization)
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identification no.) |
375 North Willowbrook Road, Coldwater, MI 49036
(Address of principal executive offices)
517-278-4566
(Registrants telephone number)
Indicate by check mark whether the registrant (1) filed all reports required to be filed by Section
13 or 15(d) of the Exchange Act during the past 12 months (or for shorter period that the
registrant was required to file such reports), and (2) has been subject to such filing requirements
for the past 90 days. Yes: þ No: o
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 definitions of large accelerated
filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act.
(Check one):
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| Large accelerated filer o |
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Accelerated filer o |
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Non-accelerated filer o
(Do not check if a smaller reporting company) |
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Smaller reporting company þ |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes: o No: þ
State the number of shares outstanding of each of the issuers classes of common equity, as of the
latest practical date: At October 31, 2008, there were 2,046,102 shares of the issuers Common
Stock outstanding.
Monarch Community Bancorp, Inc.
Index
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1 |
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Condensed Consolidated Statements of Income Three and Nine Months
Ended September 30, 2008 and 2007 |
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2 |
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Condensed Consolidated Statements of Changes in Stockholders Equity
Nine Months Ended September 30, 2008 and 2007 |
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3 |
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4 |
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5-7 |
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7-14 |
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14 |
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15 |
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15 |
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15 |
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15 |
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16 |
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16 |
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16 |
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16 |
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17 |
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CERTIFICATIONS |
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18-21 |
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| EX-31.1 |
| EX-31.2 |
| EX-32 |
PART IFINANCIAL INFORMATION
Item 1. CONDENSED FINANCIAL STATEMENTS
Condensed Consolidated Balance Sheets
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(Unaudited) |
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September |
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December 31, |
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2008 |
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2007 |
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(Dollars in thousands, |
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except per share data) |
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Assets |
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Cash and due from banks |
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7,468 |
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$ |
7,691 |
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Federal Home Loan Bank overnight time and
other interest bearing deposits |
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1,309 |
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6,151 |
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Total cash and cash equivalents |
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8,777 |
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13,842 |
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Securities Available for sale |
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8,932 |
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11,084 |
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Securities Held to maturity |
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37 |
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238 |
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Other securities |
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4,237 |
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4,237 |
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Loans held for sale |
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770 |
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422 |
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Loans, net |
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241,578 |
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224,797 |
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Foreclosed assets, net |
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1,731 |
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1,515 |
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Premises and equipment |
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4,531 |
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4,675 |
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Goodwill |
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9,606 |
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9,606 |
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Core deposit intangible |
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723 |
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862 |
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Other assets |
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7,051 |
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7,930 |
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Total assets |
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$ |
287,973 |
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$ |
279,208 |
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Liabilities and Stockholders Equity |
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Liabilities |
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Deposits: |
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Non-interest bearing |
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$ |
14,463 |
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$ |
13,609 |
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Interest bearing |
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176,730 |
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164,327 |
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Total deposits |
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191,193 |
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177,936 |
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Federal Home Loan Bank advances |
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57,330 |
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59,330 |
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Accrued expenses and other liabilities |
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2,687 |
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2,856 |
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Total liabilities |
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251,210 |
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240,122 |
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Stockholders Equity |
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Common stock $0.01 par value, 20,000,000 shares
authorized, 2,063,948 shares issued and outstanding
at September 30, 2008 and 2,321,585 shares issued and
outstanding at December 31, 2007 |
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20 |
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23 |
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Additional paid-in capital |
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21,240 |
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23,828 |
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Retained earnings |
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16,391 |
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16,341 |
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Accumulated other comprehensive income |
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50 |
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52 |
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Unearned compensation |
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(938 |
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(1,158 |
) |
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Total stockholders equity |
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36,763 |
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39,086 |
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Total liabilities and stockholders equity |
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$ |
287,973 |
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$ |
279,208 |
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See accompanying notes to condensed consolidated financial statements.
1
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Net Interest Income After Provision for Loan Losses |
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1,453 |
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1,854 |
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4,929 |
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5,546 |
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Non-interest Income |
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Fees and service charges |
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598 |
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653 |
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1,741 |
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1,881 |
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Loan servicing fees |
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110 |
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108 |
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330 |
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329 |
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Net gain on sale of loans |
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101 |
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139 |
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563 |
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470 |
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Net gain (loss) on sale of securities |
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2 |
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(19 |
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Net gain (loss) on sale of fixed assets |
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71 |
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71 |
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Other income |
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89 |
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69 |
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204 |
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277 |
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Total non-interest income |
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898 |
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1,040 |
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2,840 |
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3,009 |
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Non-interest Expense |
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2,260 |
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Salaries and employee benefits |
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1,063 |
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1,065 |
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3,330 |
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3,205 |
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Occupancy and equipment |
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262 |
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250 |
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779 |
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763 |
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Data processing |
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185 |
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180 |
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575 |
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546 |
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Amortization of mortgage servicing rights |
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91 |
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92 |
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321 |
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265 |
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Professional services |
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108 |
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180 |
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301 |
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430 |
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Amortization of core deposit intangible |
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43 |
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54 |
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139 |
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176 |
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NOW account processing |
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40 |
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42 |
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129 |
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133 |
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ATM/Debit card processing |
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52 |
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51 |
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149 |
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144 |
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Foreclosed property expense |
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84 |
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86 |
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169 |
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125 |
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Other general and administrative |
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330 |
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266 |
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1,008 |
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862 |
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Total non-interest expense |
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2,258 |
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2,266 |
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6,900 |
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6,649 |
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Income Before income taxes |
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93 |
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628 |
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869 |
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1,906 |
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Income Taxes |
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36 |
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|
157 |
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232 |
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|
477 |
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Net Income |
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$ |
57 |
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$ |
471 |
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$ |
637 |
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$ |
1,429 |
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Earnings Per Share |
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Basic |
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$ |
0.03 |
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$ |
0.14 |
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$ |
0.30 |
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$ |
0.59 |
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Diluted |
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$ |
0.03 |
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$ |
0.14 |
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$ |
0.30 |
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$ |
0.59 |
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See accompanying notes to condensed consolidated financial statements.
2
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Common Stock |
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Accumulated |
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Other |
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Number of |
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Additional Paid |
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Retained |
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Comprehensive |
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Unearned |
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Shares |
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Amount |
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in Capital |
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Earnings |
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|
Income |
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|
Compensation |
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Total |
|
Balance - January 1, 2007 |
|
|
2,534 |
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|
$ |
25 |
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|
$ |
26,191 |
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|
$ |
15,319 |
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|
$ |
(63 |
) |
|
$ |
(1,486 |
) |
|
$ |
39,986 |
|
Vesting of restricted shares |
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217 |
|
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|
217 |
|
3,204 shares repurchased at $11.95/share |
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(3 |
) |
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(38 |
) |
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(38 |
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Stock option expenses |
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65 |
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65 |
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Comprehensive Income: |
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|
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|
|
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Net Income |
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|
1,429 |
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1,429 |
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Change in unrealized loss on
securities available-for-sale, net of tax |
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|
|
|
|
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|
56 |
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|
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|
56 |
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Total comprehensive income |
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|
1,485 |
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Dividends paid ($0.14/share) |
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|
|
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|
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|
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(531 |
) |
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|
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|
|
|
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|
(531 |
) |
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Balance - September 30, 2007 |
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|
2,531 |
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|
$ |
25 |
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|
26,218 |
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|
16,217 |
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|
(7 |
) |
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(1,269 |
) |
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|
41,184 |
|
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|
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|
|
|
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|
Balance - January 1, 2008 |
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|
2,322 |
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|
$ |
23 |
|
|
$ |
23,828 |
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|
$ |
16,341 |
|
|
$ |
52 |
|
|
$ |
(1,158 |
) |
|
$ |
39,086 |
|
Vesting of restricted shares |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
220 |
|
|
|
220 |
|
259,733 shares repurchased at an average
price $9.91/share |
|
|
(260 |
) |
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|
(3 |
) |
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|
(2,596 |
) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
(2,599 |
) |
Stock option expenses |
|
|
|
|
|
|
|
|
|
|
8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8 |
|
Net Income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
637 |
|
|
|
|
|
|
|
|
|
|
|
637 |
|
Change in unrealized loss on
securities available-for-sale, net of tax |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(2 |
) |
|
|
|
|
|
|
(2 |
) |
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
635 |
|
Dividends paid ($0.27/share) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(587 |
) |
|
|
|
|
|
|
|
|
|
|
(587 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance - September 30, 2008 |
|
|
2,062 |
|
|
|
20 |
|
|
|
21,240 |
|
|
|
16,391 |
|
|
|
50 |
|
|
|
(938 |
) |
|
|
36,763 |
|
|
|
|
|
|
|
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
3
Condensed Consolidated Statements of Cash Flows (Unaudited)
| |
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended |
|
| |
|
September, 30 |
|
| |
|
2008 |
|
|
2007 |
|
| |
|
(Dollars in thousands) |
|
Cash Flows From Operating Activities |
|
|
|
|
|
|
|
|
Net Income |
|
$ |
637 |
|
|
$ |
1,429 |
|
Adjustments to reconcile net income to net cash from
operating activities |
|
|
|
|
|
|
|
|
Depreciation and amortization |
|
|
834 |
|
|
|
826 |
|
Provision for loan losses |
|
|
1,488 |
|
|
|
689 |
|
Stock option expense |
|
|
8 |
|
|
|
65 |
|
Gain on sale of foreclosed assets |
|
|
(9 |
) |
|
|
(131 |
) |
Mortgage loans originated for sale |
|
|
(25,617 |
) |
|
|
(20,548 |
) |
Proceeds from sale of mortgage loans |
|
|
25,832 |
|
|
|
20,671 |
|
Gain on sale of mortgage loans |
|
|
(563 |
) |
|
|
(470 |
) |
(Gain) Loss on sale of available for sale securities |
|
|
(2 |
) |
|
|
19 |
|
Earned stock compensation |
|
|
220 |
|
|
|
217 |
|
Gain on disposal of equipment |
|
|
|
|
|
|
(71 |
) |
Net change in: |
|
|
|
|
|
|
|
|
Deferred loan fees |
|
|
(34 |
) |
|
|
10 |
|
Accrued interest receivable |
|
|
76 |
|
|
|
18 |
|
Other assets |
|
|
483 |
|
|
|
195 |
|
Accrued expenses and other liabilities |
|
|
(194 |
) |
|
|
(421 |
) |
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
3,159 |
|
|
|
2,498 |
|
Cash Flows From Investing Activities |
|
|
|
|
|
|
|
|
Activity in available-for-sale securities: |
|
|
|
|
|
|
|
|
Purchases |
|
|
(2,268 |
) |
|
|
(3,819 |
) |
Proceeds from sales of securities |
|
|
|
|
|
|
2,928 |
|
Proceeds from maturities of securities |
|
|
4,401 |
|
|
|
2,091 |
|
Activity in held-to-maturity securities: |
|
|
|
|
|
|
|
|
Purchases |
|
|
(7 |
) |
|
|
|
|
Proceeds from maturities of securities |
|
|
208 |
|
|
|
15 |
|
Loan originations and principal collections, net |
|
|
(20,036 |
) |
|
|
393 |
|
Proceeds from sale of foreclosed assets |
|
|
1,619 |
|
|
|
846 |
|
Proceeds from sale of premises and equipment |
|
|
|
|
|
|
283 |
|
Purchase of premises and equipment |
|
|
(212 |
) |
|
|
(112 |
) |
|
|
|
|
|
|
|
Net cash provided by (used in) investing activities |
|
|
(16,295 |
) |
|
|
2,625 |
|
Cash Flows From Financing Activities |
|
|
|
|
|
|
|
|
Net increase in deposits |
|
|
13,257 |
|
|
|
(11,080 |
) |
Repurchase of common stock |
|
|
(2,599 |
) |
|
|
(37 |
) |
Dividends paid |
|
|
(587 |
) |
|
|
(531 |
) |
Proceeds from FHLB advances |
|
|
38,500 |
|
|
|
33,500 |
|
Repayment of FHLB advances |
|
|
(40,500 |
) |
|
|
(27,500 |
) |
|
|
|
|
|
|
|
Net cash provided by financing activities |
|
|
8,071 |
|
|
|
(5,648 |
) |
|
|
|
|
|
|
|
Net Increase in Cash and Cash Equivalents |
|
|
(5,065 |
) |
|
|
(525 |
) |
Cash and Cash Equivalents Beginning |
|
|
13,842 |
|
|
|
15,297 |
|
|
|
|
|
|
|
|
Cash and Cash Equivalents End |
|
$ |
8,777 |
|
|
$ |
14,772 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Cash Flow Information: |
|
|
|
|
|
|
|
|
Cash paid for: |
|
|
|
|
|
|
|
|
Interest |
|
|
6,492 |
|
|
|
6,961 |
|
Income taxes |
|
|
385 |
|
|
|
600 |
|
Noncash investing activities: |
|
|
|
|
|
|
|
|
Loans transferred to foreclosed assets |
|
|
1,801 |
|
|
|
1,513 |
|
See accompanying notes to condensed consolidated financial statements.
4
MONARCH COMMUNITY BANCORP, INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
ORGANIZATION
Monarch Community Bancorp, Inc. (the Corporation) was incorporated in 2002 under Maryland law to
hold all of the common stock of Monarch Community Bank (the Bank), formerly known as Branch
County Federal Savings and Loan Association. The Bank converted to a stock savings institution
effective August 29, 2002. In connection with the conversion, the Corporation sold 2,314,375 shares
of its common stock in a subscription offering.
Monarch Community Bank provides a broad range of banking services to its primary market area of
Branch, Calhoun and Hillsdale counties in Michigan. The Bank operates six full service offices.
The Bank owns 100% of First Insurance Agency. First Insurance Agency is a licensed insurance
agency established to allow for the receipt of fees on insurance services provided to the Banks
customers. The Bank also owns a 24.98% interest in a limited partnership formed to construct and
operate multi-family housing units.
BASIS OF PRESENTATION
The condensed consolidated financial statements of the Corporation include the accounts of Monarch
Community Bank and First Insurance Agency. All significant intercompany balances and transactions
have been eliminated in consolidation. The condensed consolidated financial statements for interim
periods are unaudited; however, in the opinion of the Corporations management, all adjustments,
consisting only of normal recurring accruals, necessary for a fair presentation of the
Corporations financial position and results of operations have been included.
The preparation of financial statements in conformity with generally accepted accounting principles
requires management to make estimates and assumptions that affect the amounts reported in the
financial statements. Actual results could differ from those estimates and assumptions.
The accompanying financial statements have been prepared in accordance with the instructions for
Form 10-Q and, therefore, do not include all information and footnotes required by generally
accepted accounting principles in annual consolidated financial statements. These condensed
consolidated financial statements should be read in conjunction with the Corporations Form 10-K
for the year ended December 31, 2007 filed with the Securities and Exchange Commission.
The results of operations for the nine month period ended September 30, 2008 are not necessarily
indicative of the results to be expected for the full year period.
ALLOWANCE FOR LOAN LOSSES
The appropriateness of the allowance for loan losses is reviewed by management based upon our
evaluation of then-existing economic and business conditions affecting our key lending areas and
other conditions, such as credit quality trends (including trends in delinquencies, nonperforming
loans and foreclosed assets expected to result from existing conditions), collateral values, loan
volumes and concentrations, specific industry conditions within portfolio segments and recent loss
experience in particular segments of the portfolio that existed as of the balance sheet date and
the impact that these conditions were believed to have had on the collectibility of the loan.
Senior management reviews these conditions at least quarterly.
To the extent that any of these conditions is evidenced by a specifically identifiable problem
credit or portfolio segment as of the evaluation date, managements estimate of the effect of this
condition may be reflected as a specific allowance applicable to this credit or portfolio segment.
The allowance for loan losses is based on estimates of losses inherent in the loan portfolio.
Actual losses can vary significantly from the estimated amounts. Our methodology as described
permits adjustments to any loss factor used in the computation of the formula allowance in the
event that, in managements judgment, significant factors which affect the collectibility of the
portfolio as of the evaluation date are not reflected in the loss factors. By assessing the
estimated losses inherent in the loan portfolio on a quarterly basis, we are able to adjust
specific and inherent loss estimates based upon any more recent information that has become
available.
5
RECLASSIFICATIONS
Certain 2007 amounts have been reclassified to conform to the 2008 presentation.
EARNINGS PER SHARE
A reconciliation of the numerators and denominators used in the computation of the basic earnings
per share and diluted earnings per share is presented below (000s omitted except per share data):
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Three Months |
|
|
Three Months |
|
|
Nine Months |
|
|
Nine Months |
|
| |
|
Ended |
|
|
Ended |
|
|
Ended |
|
|
Ended |
|
| |
|
September 30, 2008 |
|
|
September 30, 2007 |
|
|
September 30, 2008 |
|
|
September 30, 2007 |
|
Basic earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
57 |
|
|
$ |
471 |
|
|
$ |
637 |
|
|
$ |
1,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding |
|
|
2,097 |
|
|
|
2,531 |
|
|
|
2,196 |
|
|
|
2,532 |
|
Less: Average unallocated ESOP shares |
|
|
(83 |
) |
|
|
(93 |
) |
|
|
(83 |
) |
|
|
(93 |
) |
Less: Average non-vested RRP shares |
|
|
(11 |
) |
|
|
(28 |
) |
|
|
(35 |
) |
|
|
(35 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
for basic earnings per share |
|
|
2,003 |
|
|
|
2,410 |
|
|
|
2,078 |
|
|
|
2,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share |
|
$ |
0.03 |
|
|
$ |
0.19 |
|
|
$ |
0.30 |
|
|
$ |
0.59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Numerator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
$ |
57 |
|
|
$ |
471 |
|
|
$ |
637 |
|
|
$ |
1,429 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Denominator: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares outstanding
for basic earnings per share |
|
|
2,003 |
|
|
|
2,410 |
|
|
|
2,078 |
|
|
|
2,404 |
|
Add: Dilutive effects of restricted stock
and stock options |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average common shares and dilutive
potential common shares outstanding |
|
|
2,003 |
|
|
|
2,410 |
|
|
|
2,078 |
|
|
|
2,404 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share |
|
$ |
0.03 |
|
|
$ |
0.19 |
|
|
$ |
0.30 |
|
|
$ |
0.59 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
RECENT ACCOUNTING PRONOUNCEMENTS
In February 2007, FASB issued SFAS No. 159, The Fair Value Option for Financial Assets and
Financial Liabilities. SFAS No. 159 is effective for fiscal years beginning after November 15,
2007. Early adoption was permitted subject to specific requirements outlined in the new Statement.
Therefore, calendar-year companies were able to adopt SFAS No. 159 for their first quarter 2007
financial statements. The Company did not adopt the standard early, therefore SFAS No. 159 became
applicable for years beginning January 1, 2008 and had no impact on the financial statements.
The new Statement allows entities to choose, at specified election dates, to measure eligible
financial assets and liabilities at fair value that are not otherwise required to be measured at
fair value. If a company elects the fair value option for an eligible item, changes in that items
fair value in subsequent reporting periods must be recognized in current earnings. SFAS 159 also
establishes presentation and disclosure requirements designed to draw comparison between entities
that elect different measurement attributes for similar assets and liabilities.
FAIR VALUE MEASUREMENTS
In general, fair values determined by Level 1 inputs use quoted prices in active markets for
identical assets or liabilities that the Company has the ability to access.
Fair values determined by Level 2 inputs use other inputs that are observable, either directly or
indirectly. These Level 2 inputs include quoted prices for similar assets and liabilities in
active markets, and other inputs such as interest rates and yield curves that are observable at
commonly quoted intervals.
Level 3 inputs are unobservable inputs, including inputs that are available in situations where
there is little, if any, market activity for the related asset or liability.
6
In instances where inputs used to measure fair value fall into different levels in the above fair
value hierarchy, fair value measurements in their entirety are categorized based on the lowest
level input that is significant to the valuation. The Companys assessment of the significance of
particular inputs to these fair value measurements requires judgment and considers factors specific
to each asset or liability.
The following table present information about the Companys assets and liabilities measured at fair
value on a recurring basis at September 30, 2008, and the valuation techniques used by the Company
to determine those fair values.
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
|
|
|
Significant |
|
|
|
|
| |
|
|
|
|
|
Other |
|
Significant |
|
|
| |
|
Quoted Prices in Active |
|
Observable |
|
Unobservable |
|
|
| |
|
Markets for Identical |
|
Inputs (Level |
|
Inputs (Level |
|
Balance at |
| |
|
Assets (Level 1) |
|
2) |
|
3) |
|
September 30, 2008 |
Assets |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Investment securities- available for sale |
|
$ |
5,736 |
|
|
$ |
3,196 |
|
|
|
|
|
|
$ |
8,932 |
|
The Company also has assets that under certain conditions are subject to measurement at fair value
on a non-recurring basis. These assets include held to maturity investments and loans. The
Company had no impairment charges for changes in fair value for assets measured on a recurring
basis.
Other assets, including bank-owned life insurance, goodwill, intangible assets and other assets
acquired in business combinations, are also subject to periodic impairment assessments under other
accounting principles generally accepted in the United States of America. These assets are not
considered financial instruments. Effective February 12, 2008, the FASB issued a staff position,
FSP FAS 157-2, which delayed the applicability of FAS 157 to non-financial instruments.
Accordingly, these assets have been omitted from the above disclosures.
ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
The following discussion and analysis should be read in conjunction with the condensed consolidated
financial statements of the Corporation and the accompanying notes.
The Corporation is not aware of any market or institutional trends, events, or circumstances that
will have or are likely to have a material effect on liquidity, capital resources, or results of
operations except as discussed herein. Also, the Corporation is not aware of any current
recommendations by regulatory authorities that will have such effect if implemented.
FORWARD-LOOKING STATEMENTS
In addition to historical information, the following discussion contains forward-looking
statements that involve risks and uncertainties. All statements regarding the expected financial
position, business and strategies are forward-looking statements and the Corporation intends for
them to be covered by the safe harbor provisions for forward-looking statements contained in the
Private Securities Litigation Reform Act of 1995. The words anticipates, believes,
estimates, seeks, expects, plans, intends, and similar expressions, as they relate to the
Corporation or management, are intended to identify forward-looking statements. The Corporation
believes that the expectations reflected in these forward-looking statements are reasonable based
on our current beliefs and assumptions; however, these expectations may prove to be incorrect.
Factors which could have a material adverse effect on our operations include, but are not limited
to, changes in interest rates, changes in the relative difference between short and long-term
interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal
policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve
Board, the quality or composition of the loan or investment portfolios, including levels of
non-performing assets, demand for loan products, deposit flows, competition, demand for financial
services in our market area, our operating costs and accounting principles and guidelines. These
risks and uncertainties should be considered in evaluating forward-looking statements and you
should not rely too much on these statements.
7
CRITICAL ACCOUNTING POLICIES
The nature of the financial services industry is such that, other than described below, the use of
estimates and management judgment is not likely to present a material risk to the financial
statements. In cases where estimates or management judgment are required, internal controls and
processes are established to provide assurance that such estimates and management judgments are
materially correct to the best of managements knowledge.
Allowance for Loan Losses. Accounting for loan classifications, accrual status, and determination
of the allowance for loan losses is based on regulatory guidance. This guidance includes, but is
not limited to, generally accepted accounting principles, the uniform retail credit classification
and account management policy issued by the Federal Financial Institutions Examination Council, the
joint policy statement on the allowance for loan losses methodologies issued by the Federal
Financial Institutions Examination Council and guidance issued by the Securities and Exchange
Commission. Accordingly, the allowance for loan losses includes a reserve calculation based on an
evaluation of loans determined to be impaired, risk ratings, historical losses, loans past due,
collateral values and cost of disposal and other subjective factors.
Foreclosed Assets. Assets acquired through, or in lieu of, loan foreclosure are held for sale and
are initially recorded at fair value at the date of the 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 estimated selling expenses, which
consist primarily of commissions that will be paid to an independent real estate agent upon sale of
the property. Revenue and expenses from operations and changes in the valuation allowance are
included in net expenses from foreclosed assets.
Goodwill and Other Intangible Assets. Goodwill represents the excess of the cost of an acquisition
over the fair value of net identifiable tangible and intangible assets acquired. Under the
provisions of SFAS 142, goodwill is no longer amortized into the income statement over an estimated
life, but rather is tested at least annually for impairment. Impairment of goodwill is evaluated by
reporting unit and is based on a comparison of the recorded balance of goodwill to the applicable
market value or discounted cash flows. To the extent that impairment may exist, the current
carrying amount is reduced by the estimated shortfall. Intangible assets which have finite lives
are amortized over their estimated useful lives and are subject to impairment testing.
FINANCIAL CONDITION
Assets
Total assets increased $8.8 million, or 3.1%, to $288.0 million at September 30, 2008 compared to
$279.2 million at December 31, 2007. Management attributes this growth to a strategy for 2008 that
emphasizes growth in the commercial business and real estate loan portfolio.
Securities
Securities decreased to $8.9 million at September 30, 2008 compared to $11.1 million at December
31, 2007. The decrease was attributable to $2.3 million in securities being called due to
decreasing market interest rates and $2.1 million in securities maturing. This decrease was offset
by the purchase of $2.2 million in securities as a result of efforts to increase yield on
investments.
8
Loans
The Banks net loan portfolio increased by $16.8 million, or 7.5%, from $224.8 million at December
31, 2007 to $241.6 million at September 30, 2008. The following table presents information
concerning the composition of our loan portfolio in dollar amounts and in percentages as of the
dates indicated:
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
September 30, 2008 |
|
|
December 31, 2007 |
|
| |
|
Amount |
|
|
Percent |
|
|
Amount |
|
|
Percent |
|
| |
|
|
|
|
|
(Dollars in thousands) |
|
|
|
|
|
Real Estate Loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to-four family |
|
$ |
123,936 |
|
|
|
50.7 |
|
|
$ |
126,780 |
|
|
|
55.8 |
% |
Multi-family |
|
|
5,759 |
|
|
|
2.4 |
|
|
|
5,594 |
|
|
|
2.5 |
|
Commercial |
|
|
74,547 |
|
|
|
30.5 |
|
|
|
56,714 |
|
|
|
25.0 |
|
Construction or development |
|
|
5,598 |
|
|
|
2.2 |
|
|
|
6,409 |
|
|
|
2.8 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate loans |
|
|
209,840 |
|
|
|
85.8 |
|
|
|
195,497 |
|
|
|
86.0 |
|
Other loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer loans: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity |
|
|
20,666 |
|
|
|
8.5 |
|
|
|
20,430 |
|
|
|
9.0 |
|
Other |
|
|
5,817 |
|
|
|
2.4 |
|
|
|
7,014 |
|
|
|
3.1 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total consumer loans |
|
|
26,483 |
|
|
|
10.8 |
|
|
|
27,444 |
|
|
|
12.1 |
|
Commercial Business Loans |
|
|
8,134 |
|
|
|
3.3 |
|
|
|
4,228 |
|
|
|
1.9 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other loans |
|
|
34,617 |
|
|
|
14.2 |
|
|
|
31,672 |
|
|
|
14.0 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans |
|
|
244,457 |
|
|
|
100.0 |
% |
|
|
227,169 |
|
|
|
100.0 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Allowance for loan losses |
|
|
2,296 |
|
|
|
|
|
|
|
1,824 |
|
|
|
|
|
Less: Net deferred loan fees |
|
|
583 |
|
|
|
|
|
|
|
548 |
|
|
|
|
|
Loans in process |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Loans, net |
|
$ |
241,578 |
|
|
|
|
|
|
$ |
224,797 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One-to-four family loans decreased as a result of a $7.5 million decrease in adjustable rate
mortgages and a $1.3 million decrease in all other mortgages (including fixed rate mortgages), this
decrease was offset by an increase in balloon loans of $4.9 million. Continuing with the strategy
adopted in 2007, the Bank sold a large percentage of new one to four family loan originations.
Commercial real estate loans increased $17.8 million and commercial business loans increased $3.9
million due to the continued focus on growth in commercial lending. The Bank has made inroads in
the local market but also continues to originate large commercial real estate loans outside the
market area. For the last several years the Bank has originated loans in areas outside the market
area where the economy is perceived to be better than the local economy. The Bank also relies on
good underwriting standards and maintaining current financial information to mitigate the risk
associated with lending outside the market area. The Bank expects future loan growth to come
primarily from commercial lending with a focus on in-market lending.
The allowance for loan losses was $2,296,000 at September 30, 2008 compared to $1,824,000 at
December 31, 2007, an increase of $472,000. This increase was primarily due a provision for loan
losses of $1,488,000, which was offset by net charge offs of $1,017,000 for the nine months ended
September 2008, (see Provision for Loan Losses below). Charge-offs for the nine months ended
September 30, 2008 included $500,000 of one-to-four family mortgage loans, $79,000 of home equity
lines of credit, $119,000 of commercial loans collateralized by real estate, $67,000 commercial
loans not secured by real estate and $406,000 of consumer loans (including overdrafts). Recoveries
consisted of $152,000 in consumer loans (including overdrafts) and $2,000 in commercial loans
collateralized by real estate. See Provision for Loan Losses below for further explanation
regarding charge-offs.
Deposits
Total deposits increased $13.3 million, or 7.5%, from $177.9 million at December 31, 2007 to $191.2
million at September 30, 2008. The increase can be attributed to a $13.5 million increase in money
market accounts, $1.5 million increase in certificates of deposits, offset by a decrease of $1.7
million in interest bearing demand, NOW and savings accounts. The increase in money market
accounts is largely due to managements efforts to remain competitive with interest rates in this
category of deposits. The increase in money markets accounts has provided funding so it has not
been necessary for management to borrow additional FHLB advances or increase brokered deposits.
Brokered deposits have been managed to provide additional liquidity or reduce excess liquidity
depending on current conditions. Management expects future deposit growth to come from increased
sales and marketing efforts to attract lower cost savings and checking accounts as well as product
enhancement.
9
Federal Home Loan Bank Advances
Total Federal Home Loan Bank (FHLB) advances decreased to $57.3 million as of September 30, 2008
from $59.3 at December 31, 2007. Total proceeds from and repayments of FHLB advances for the nine
months ended September 30, 2008 total were $38.5 million and $40.5 million respectively. Management
is attempting to reduce its reliance on borrowed funds through the growth of deposits, including
brokered deposits. Should this strategy not succeed, management anticipates the need for future
borrowings to fund loan growth. See Net Interest Income below, and also see Liquidity later in
this report regarding available borrowings.
Equity
Total equity was $36.8 million at September 30, 2008 compared to $39.1 million at December 31,
2007. This represents 12.8% and 14.0% of total assets at September 30, 2008 and December 31, 2007,
respectively. Increases in equity primarily resulted from $637,000 in year-to-date net income.
Decreases in equity for the nine months ended September 30, 2008 included $2,599,000 in stock
repurchases and $587,000 in dividend payments. Management considers its equity position to be
strong.
As of September 30, 2008, the previously disclosed stock repurchase program had resulted in 212,290
shares repurchased with 15,710 remaining shares to be repurchased. On October 24, 2008 the
Company completed the repurchase of 228,000 shares in connection with the repurchase plan announced
February 25, 2008. With the completion of this plan 259,733 shares have been repurchased in 2008.
RESULTS OF OPERATIONS
Net Interest Income
Net interest income before any provision for loan losses increased $11,000 for the quarter ended
September 30, 2008 compared to the same period in 2007. The Banks net interest margin increased
to 3.31% for the quarter ended September 30, 2008 from 3.26% for the quarter ended September 30,
2007 as a result of some success in increasing deposits and renewing borrowings at lower interest
rates. The Bank continues to be challenged in its efforts to increase lower costing core deposits.
Management continues to put its efforts towards meeting this challenge.
Net interest income before any provision for loan losses increased $182,000 for the nine months
ended September 30, 2008 compared to the same period in 2007. The Banks net interest margin
increased to 3.29% for the nine months ended September 30, 2008 from 3.26% for the nine months
ended September 30, 2007.
Our net interest margin increased primarily due to the decrease in costs associated with our
borrowings and increases in lower costing deposit balances as compared to the same period a year
ago. Interest income from loans represented 96.3% of total interest income for the nine months
ended September 30, 2008 compared to 93.7% for the same period in 2007. The Banks ability to
maintain its net interest margin is heavily dependent on future loan demand and its ability to
attract core deposits to offset the effect of higher cost certificates of deposits and borrowings.
The following table presents, for the periods indicated, the total dollar amount of interest income
from average interest-earning assets and the resultant yields, as well as the interest expense on
average interest-bearing liabilities, expressed both in dollars and rates. No tax equivalent
adjustments were made.
10
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Nine Months Ended September 30, |
|
|
Nine Months Ended September 30, |
|
| |
|
2008 |
|
|
2007 |
|
| |
|
Average |
|
|
Interest |
|
|
|
|
|
|
Average |
|
|
Interest |
|
|
|
|
| |
|
Outstanding |
|
|
Earned/ |
|
|
Yield/ |
|
|
Outstanding |
|
|
Earned/ |
|
|
Yield/ |
|
| |
|
Balance |
|
|
Paid |
|
|
Rate |
|
|
Balance |
|
|
Paid |
|
|
Rate |
|
| |
|
(dollars in thousands) |
|
Fed Funds and overnight deposits |
|
$ |
8,905 |
|
|
$ |
100 |
|
|
|
1.50 |
% |
|
$ |
9,387 |
|
|
$ |
344 |
|
|
|
4.90 |
% |
Investment securities |
|
|
10,373 |
|
|
|
334 |
|
|
|
4.29 |
|
|
|
13,465 |
|
|
|
464 |
|
|
|
4.61 |
|
Other securities |
|
|
4,174 |
|
|
|
150 |
|
|
|
4.79 |
|
|
|
4,174 |
|
|
|
141 |
|
|
|
4.52 |
|
Loans receivable |
|
|
236,314 |
|
|
|
12,283 |
|
|
|
6.92 |
|
|
|
228,099 |
|
|
|
12,251 |
|
|
|
7.18 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total earning assets |
|
$ |
259,766 |
|
|
$ |
12,867 |
|
|
|
6.60 |
|
|
$ |
255,125 |
|
|
$ |
13,200 |
|
|
|
6.92 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand and NOW Accounts |
|
$ |
32,270 |
|
|
$ |
72 |
|
|
|
0.30 |
|
|
$ |
33,205 |
|
|
$ |
53 |
|
|
|
0.21 |
|
Money market accounts |
|
|
34,175 |
|
|
|
774 |
|
|
|
3.02 |
|
|
|
24,897 |
|
|
|
666 |
|
|
|
3.58 |
|
Savings accounts |
|
|
19,267 |
|
|
|
61 |
|
|
|
0.42 |
|
|
|
21,621 |
|
|
|
69 |
|
|
|
0.43 |
|
Certificates of deposit |
|
|
104,036 |
|
|
|
3,551 |
|
|
|
4.55 |
|
|
|
104,394 |
|
|
|
3,843 |
|
|
|
4.92 |
|
Fed Funds Purchased |
|
|
58 |
|
|
|
|
|
|
|
0.00 |
|
|
|
|
|
|
|
|
|
|
|
0.00 |
|
Federal Home Loan Bank Advances |
|
|
54,246 |
|
|
|
1,992 |
|
|
|
4.89 |
|
|
|
56,775 |
|
|
|
2,334 |
|
|
|
5.50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest bearing liabilities |
|
$ |
244,052 |
|
|
|
6,450 |
|
|
|
3.52 |
|
|
$ |
240,892 |
|
|
|
6,965 |
|
|
|
3.87 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
6,417 |
|
|
|
|
|
|
|
|
|
|
$ |
6,235 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest spread |
|
|
|
|
|
|
|
|
|
|
3.08 |
% |
|
|
|
|
|
|
|
|
|
|
3.05 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin |
|
|
|
|
|
|
|
|
|
|
3.29 |
% |
|
|
|
|
|
|
|
|
|
|
3.26 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for Loan Losses
The Bank recorded a provision for loan losses of $731,000 for the quarter ended September 30, 2008
compared to $219,000 for the quarter ended September 30, 2007. Net charge-offs for the quarter
ended September 30, 2008 totaled $442,000 compared to $537,000 for the same period a year ago.
While charge off activity continues to consist mostly of 1-4 family residential mortgage loans,
there has been an increase in consumer and commercial real estate loans as well for the quarter
ended September 2008.
The Bank recorded a $1,488,000 provision for loan losses for the nine months ended September 30,
2008 compared to $689,000 for the same period in 2007, an increase of $799,000. Management
believes the increase in provision was necessary to maintain adequate
reserves. The level of non-performing assets, net charge-offs, loan impairment, and loan growth
were primary considerations in determining the need for the increased provision. Nonperforming
assets including the amount of real estate in judgment and foreclosed and repossessed properties,
increased from $2.8 million at the end of the last quarter to $3.6 million as of September 30,
2008. Management continues to be aggressive in valuing repossessed properties in efforts to sell
quickly. This continues to be a challenge due to the current housing market and the weakened
economy. Net charge-offs for the nine months ended September 30, 2008 totaled $1,017,000 compared
to $849,000 for the nine months ended September 30, 2007. The net charge-offs consisted primarily
of one to four family loans, consumer loans and commercial real estate loans. The Banks loan
growth is primarily attributable growth in the commercial loan portfolio which represents 39% of
the loan portfolio as of September 30, 2008 compared to 32% as of December 31, 2007.
The following table presents non-performing assets and certain asset quality ratios at September
30, 2008 and December 31, 2007.
| |
|
|
|
|
|
|
|
|
| |
|
September 30, 2008 |
|
|
December 31,2007 |
|
| |
|
(In thousands) |
|
Non-performing loans |
|
$ |
1,853 |
|
|
$ |
865 |
|
Real estate in judgement |
|
|
932 |
|
|
|
630 |
|
Foreclosed and repossessed assets |
|
|
799 |
|
|
|
885 |
|
|
|
|
|
|
|
|
Total non-performing assets |
|
$ |
3,584 |
|
|
$ |
2,380 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-performing loans to total loans |
|
|
0.76 |
% |
|
|
0.38 |
% |
Non-performing assets to total assets |
|
|
1.24 |
% |
|
|
0.85 |
% |
Allowance for loan losses to non-performing loans |
|
|
120.60 |
% |
|
|
210.80 |
% |
Allowance for loan losses to net loans receiveable |
|
|
0.91 |
% |
|
|
0.81 |
% |
The Bank had 23 non-performing loan relationships as of September 30, 2008 compared to 13
non-performing loan relationships as of December 31, 2007.
11
Non-interest Income
Non-interest income for the quarter ended September 30, 2008 decreased $142,000, or 13.7%, from
$1,040,000 to $898,000 compared to the same period a year ago. This decrease is attributable to
decreases in fees and service charges, net gain on sale of loans, and net gain on sale of fixed
assets. These decreases are offset by an increase in other income.
Fees and Service charges decreased $55,000 for the quarter ended September 30, 2008 from $653,000
to $598,000 compared to the same period a year ago. This decrease was a result of a decrease in
brokered loan income of $33,000 and a decrease in overdraft fees of $31,000. These decreases were
offset by increases in other loan fees including construction and consumer loan fees of $7,000.
While there has been a slight improvement in brokered loan income in the third quarter, management
does not expect the same level of income for 2008 or 2009 as achieved in 2007.
Net gain on sale of loans decreased $38,000 for the quarter ended September 30, 2008 from $139,000
to $101,000 compared to the same period a year. While there was an upsurge of mortgage loans
originated for sale in the secondary market in the first two quarters of the year, the Bank has
seen a decline in sales in the secondary market during the third quarter and expects the same level
sales in the last quarter of 2008. The decrease in net gain on sale of fixed assets for the quarter
ending September 30, 2008 of $71,000 compared to the same period a year ago is attributable to the
sale of former branch building located at 30 West Chicago, Coldwater in the third quarter of 2007.
Other income increased $20,000 for the quarter ended September 30, 2008 from $69,000 to $89,000 as
a result of an increases in net gain on sale of foreclosed assets of $36,000. Decreases in all
other income of $16,000 offset the increase in net gain of foreclosed assets.
Non-interest income for the nine months ended September 30, 2008 decreased $169,000, or 5.6%, from
$3.0 million to $2.8 million for the same period in 2007. Fees and Service charges decreased
$140,000 for the nine months ended September 30, 2008 from $1.9 million to $1.7 million compared to
the same period a year ago. This decrease was a result of a decrease in brokered loan income of
$129,000, decrease of overdraft fees of $45,000 and a decrease in other fees of $16,000, offsetting
these decreases was a decrease in costs associated with our overdraft protection program of
$51,000, and an increase in atm/debit card income of $23,000. Net gain on sale of fixed assets
decreased by $71,000 was due to the sale of a building in 2007 as mentioned previously.
Other income decreased $73,000 for the nine months ended September 30, 2008 from $277,000 to
$204,000 as a result of decreases in net gain on sale of foreclosed assets of $45,000, a decrease
in rental income of $28,000 and a decrease in all other income of $2,000.
The decreases in fees and service charges and other income are offset by an increase in gain on
sale of loans for the nine months ended September 30, 2008 of $93,000 from $470,000 to $563,000. A
gain of $2,000 on the sale of securities for the nine months ended September 30, 2008 compared to a
net loss of $19,000 for the same period in 2007 also offset the decreases in fees and service
charges and other income.
Non-interest Expense
Noninterest expense remained relatively unchanged decreasing $8,000, or less than 1%, for the for
the three months ended September 30, 2008 compared to the same period ending September 30, 2007.
Occupancy and equipment expense increased by $12,000 for the three months ended September 30, 2008
compared to the same period a year ago due to the Bank completing a repaving project for several
locations. Other general and administrative expenses increased $65,000 (from $266,000 to $331,000
for the quarter ended September 30, 2008 compared to the same period a year ago. These increases
include an increase in advertising of $25,000, an increase in loan related fees of $17,000, and an
increase in costs associated with FDIC insurance of $33,000. The increase in advertising reflects
the Banks efforts to utilize sources of media as a means of promoting products and services and
participation in community activities. These increases were offset by decreases in professional
services of $73,000 (from $180,000 to $108,000). This area of expense was higher in 2007 due to the
Companys attempt to execute a going private transaction. Amortization of Core Deposit Intangible
decreased $11,000 (from $54,000 to $43,000).
Noninterest expense increased $251,000, or 3.8%, to $6.9 million for the nine months ended
September 30, 2008 compared to $6.6 million for the same period in 2007. This increase is mainly
due to increases in compensation and benefits, repossessed property expenses, amortization of
mortgage servicing rights and other general and administrative expenses. Salaries and employee
benefits expense increased $125,000 due to normal increases in salaries and wages, and an increase
in staffing and utilization of contracted personnel. The Bank has 84 full-time equivalent employees
as of September 30, 2008 compared to 77 full-time equivalent employees as of September 30, 2007.
12
Other general and administrative expenses increased $146,000, from $862,000 to $1,008,000 for the
nine months ended September 30, 2008 compared to the same period a year ago. These increases
include an increase in advertising of $73,000, an increase in FDIC insurance of $62,000 and an
increase in all other general and administrative expenses of $11,000.
Foreclosed property expense increased $44,000, from $125,000 to $169,000, resulting from write
downs on properties held in real estate owned and additional expenses associated with preparing and
maintaining properties for sale. Amortization of mortgage servicing rights increased $56,000 (from
$265,000 to $321,000) as a result of an increase in mortgage loan payoffs due to refinancing
associated with the decrease of interest rates in the first quarter. Data processing increased
$29,000, from $546,000 to $575,000 due to implementation of network upgrades and costs associated
with the installation of a new telephone system.
Professional services and amortization of core deposit intangible decreased offsetting the other
noninterest expense items. Professional services decreased $129,000, from $430,000 to $301,000;
this area of expense was higher in 2007 due reason mentioned in the preceding paragraph.
Amortization of Core deposit intangible decreased $37,000, from $176,000 to $139,000, as
amortization of this asset continues to slow from year to year.
Federal Income Tax Expense
The Companys provision for federal income taxes decreased $121,000 for the quarter ended September
30, 2008 compared to the same period in 2007 as our net income before taxes decreased $535,000. The
effective tax rate for the quarter ended September 30, 2008 was 38.7 % compared to 25% for the same
period in 2007. The increase was a result of an over estimation of federal tax and will be
reversed in the 4th quarter of 2008. The difference between the effective tax rates and
the federal corporate income tax rate of 34% is attributable to the low income housing credits
available to the Bank from the investment in the limited partnership as well as fluctuation of
permanent book and tax differences such as non-taxable income and non-deductible expenses.
LIQUIDITY
The Banks liquidity, represented by cash, overnight funds and investments, is a product of our
operating, investing, and financing activities. The Banks primary sources of funds are deposits,
amortization, prepayments and maturities of outstanding loans, and funds provided from operations.
While scheduled payments from the amortization of loans are a relatively predictable source of
funds, deposit flows and loan prepayments are greatly influenced by general interest rates,
economic conditions and competition. The Bank also generates cash through borrowings. The Bank
utilizes Federal Home Loan Bank advances to leverage its capital base and provide funds for its
lending and investment activities, and to enhance its interest rate risk management.
Liquidity management is both a daily and long-term function of business management. Excess
liquidity is generally invested in short-term investments such as overnight deposits. On a
longer-term basis, the Bank maintains a strategy of investing in various investments
and lending products. The Bank uses its sources of funds primarily to meet its ongoing
commitments, to pay maturing certificates of deposit and savings withdrawals and to fund loan
commitments. Certificates of deposit scheduled to mature in one year or less at September 30, 2008
totaled $59.6 million. Management believes that a significant portion of these certificates of
deposit will remain with the Bank provided the Bank pays a rate of interest that is competitive
both in the local and national markets.
If necessary, additional funding sources include additional deposits and Federal Home Loan Bank
advances. Deposits can be obtained in the local market area and from out of market sources;
however, this may require the Bank to offer interest rates higher than those of the competition.
At September 30, 2008 and based on current collateral levels, the Bank could borrow an additional
$19.6 million from the Federal Home Loan Bank at prevailing interest rates. This borrowing
capacity can be increased in the future if the Bank pledges additional collateral to the Federal
Home Loan Bank. The Company anticipates that it will continue to have sufficient funds, through
deposits and borrowings, to meet its current commitments.
The Banks total cash and cash equivalents decreased by $5.0 million during the nine months ended
September 30, 2008 compared to a $500,000 decrease for the same period in 2007. The primary sources
of cash for the nine months ended September 30, 2008 were $13.3 million increase in deposits, $25.6
million in proceeds from the sale of mortgage loans, $38.5 million in proceeds from FHLB advances
and $4.4 million in maturities of available-for-sale investment securities compared to increases
of $20.5 million in proceeds from the sale of mortgage loans, $5.0 million in proceeds from sales
and maturities of available-for-sale investment securities and $33.5 million in proceeds from FHLB
advances for the nine months ended September 30, 2007. The primary uses of cash for the nine
months ended September 30, 2008 were $25.8 million of mortgage loans originated for sale, $40.5
million in repayments of FHLB advances, $20 million loan originations in excess of principal
collections and $2.3 million in purchases of available-for-sale investment securities compared to
$27.5 million in repayments of FHLB advances, $20.7 million in loans originated for sale, and $3.8
million in purchases of available-for-sale investment securities.
13
CONTRACTUAL OBLIGATIONS AND OFF BALANCE SHEET ARRANGEMENTS
The Corporation has certain obligations and commitments to make future payments under contracts.
At September 30, 2008, the aggregate contractual obligations and commitments are:
Contractual Obligations
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Payments Due by Period |
|
| |
|
|
|
|
|
Less than |
|
|
1-3 |
|
|
3-5 |
|
|
After |
|
| |
|
Total |
|
|
1 year |
|
|
years |
|
|
years |
|
|
5 years |
|
| |
|
(Dollars in Thousands) |
|
Certificates of deposit |
|
$ |
102,479 |
|
|
$ |
59,584 |
|
|
$ |
33,069 |
|
|
$ |
9,826 |
|
|
$ |
|
|
FHLB advances |
|
|
57,330 |
|
|
|
14,662 |
|
|
|
27,327 |
|
|
|
15,291 |
|
|
|
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total |
|
$ |
159,809 |
|
|
$ |
74,246 |
|
|
$ |
60,396 |
|
|
$ |
25,117 |
|
|
$ |
50 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Commitments
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
Amount of commitment expiration per period |
|
| |
|
|
|
|
|
Less than |
|
|
1-3 |
|
|
3-5 |
|
|
After |
|
| |
|
Total |
|
|
1 year |
|
|
years |
|
|
years |
|
|
5 years |
|
| |
|
(Dollars in Thousands) |
|
Commitments to grant loans |
|
$ |
3,840 |
|
|
$ |
3,840 |
|
|
$ |
|
|
|
$ |
|
|
|
$ |
|
|
Unfunded commitments under HELOCs |
|
|
15,029 |
|
|
|
1,495 |
|
|
|
3,770 |
|
|
|
3,376 |
|
|
|
6,388 |
|
Unfunded commitments under Commercial LOCs |
|
|
3,979 |
|
|
|
2,038 |
|
|
|
1,496 |
|
|
|
385 |
|
|
|
60 |
|
Letters of credit |
|
|
10 |
|
|
|
10 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total |
|
$ |
22,858 |
|
|
$ |
7,383 |
|
|
$ |
5,266 |
|
|
$ |
3,761 |
|
|
$ |
6,448 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments to grant loans are governed by the Banks credit underwriting standards, as established
by the Banks Loan Policy. The Banks policy is to grant Home Equity Lines of Credits (HELOCs) for
periods of up to 15 years.
CAPITAL RESOURCES
The Bank is subject to various regulatory capital requirements. As of September 30, 2008, the Bank
met the regulatory standards to be classified as well capitalized. The Banks regulatory capital
ratios as of September 30, 2008 were as follows: Tier 1 leverage ratio 9.36%, Tier 1 risk-based
capital ratio 11.49%; and total risk-based capital, 12.51%. The regulatory capital requirements to
be considered well capitalized are 5.0%, 6.0%, and 10.0%, respectively. Management considers the
Banks capital to be adequate to support anticipated growth and does not anticipate needing to seek
additional capital in the foreseeable future.
ITEM 3. QUANTITATIVE AND QUALITIVE DISCLOSURES ABOUT MARKET RISK
The Corporations primary market risk exposure is interest rate risk (IRR). Interest rate risk
refers to the risk that changes in market interest rates might adversely affect the Corporations
net interest income or the economic value of its portfolio of assets, liabilities, and off-balance
sheet contracts. Interest rate risk is primarily the result of an imbalance between the price
sensitivity of the Corporations assets and its liabilities (including off-balance sheet
contracts). Such imbalances can be caused by differences in the maturity, repricing and coupon
characteristics of assets and liabilities, and options, such as loan prepayment options, interest
rate caps and floors, and deposit withdrawal options. These imbalances, in combination with
movement in interest rates, will alter the pattern of the Corporations cash inflows and outflows,
affecting the earnings and economic value of the Corporation.
The Corporations primary tool for assessing IRR is a model that uses scenario analysis to evaluate
the IRR exposure of the Bank by estimating the sensitivity of the Banks portfolios of assets,
liabilities, and off-balance sheet contracts to changes in market interest rates. To measure the
sensitivity of the Banks Net Portfolio Value (NPV) to changes in interest rates, the (NPV) model
estimates what would happen to the economic value of each type of asset, liability, and off-balance
sheet contract under six different interest rate scenarios. The model estimates the NPV that would
result following instantaneous, parallel shifts in the Treasury yield curve of -300, -200, -100,
+100, +200, +300 basis points. Management then compares the resulting NPV and the magnitude of
change in NPA to regulatory and industry guidelines to determine if the companys IRR is
acceptable. Management believes, based on data from the model, as of September 30, 2008, and
indicates that the Banks IRR level remains minimal.
14
ITEM 4T. CONTROLS AND PROCEDURES
An evaluation of the Corporations disclosure controls and procedures (as defined in Rule 13a-15(e)
of the Securities Exchange Act of 1934 (the Exchange Act)) as of September 30, 2008 was carried
out under the supervision and with the participation of the Corporations Chief Executive Officer,
Chief Financial Officer and several other members of the Corporations senior management. The
Companys Chief Executive Officer and Chief Financial Officer concluded that the Corporations
disclosure controls and procedures as currently in effect are effective in ensuring that the
information required to be disclosed by the Corporation in the reports it files or submits under
the Exchange Act is (i) accumulated and communicated to the Corporations management (including the
Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded,
processed, summarized and reported within time periods specified in the SECs rules and forms.
There have been no changes in our internal control over financial reporting (as defined in Rule
13a-15(f) of the Exchange Act) that occurred during the quarter ended September 30, 2008, that have
materially affected, or are reasonably likely to materially affect, our internal control over
financial reporting.
The Corporation intends to continually review and evaluate the design and effectiveness of its
disclosure controls and procedures and to improve its controls and procedures over time and to
correct any deficiencies that it may discover in the future. The goal is to ensure that senior
management has timely access to all material financial and non-financial information concerning the
Corporations business. While the Corporation believes the present design of its disclosure
controls and procedures is effective to achieve its goal, future events affecting its business may
cause the Corporation to modify its disclosure controls and procedures.
PART II OTHER INFORMATION
Item 1. LEGAL PROCEEDINGS
The Corporation and the Bank are from time-to-time involved in legal proceedings arising out of,
and incidental to, their business. Management, based on its review with counsel of all actions and
proceedings affecting the Corporation and the Bank, has concluded that the aggregate loss, if any,
resulting from the disposition of these proceedings should not be material to the Corporations
financial condition or results of operations.
Item 1A. RISK FACTORS
In addition to the other information set forth in this report, you should carefully consider the
factors discussed in Part I, Item 1A. Risk Factors in our Annual Report on Form 10-K for the year
ended December 31, 2007, which could materially affect our business, financial condition or future
results. The risks described in our Annual Report on Form 10-K are not the only risks facing our
Corporation. Additional risks and uncertainties not currently known to us or that we currently deem
to be immaterial also may materially adversely affect our business, financial condition and/or
operating results.
Item 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
(c)
ISSUER PURCHASES OF EQUITY SECURITIES
| |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
|
|
(a) |
|
|
|
(b) |
|
|
|
(c) |
|
|
|
(d) |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of Shares |
|
|
|
Maximum Number (or |
|
| |
|
|
|
|
|
|
|
|
|
|
|
|
(or Unit) Purchased as |
|
|
|
Approximate Dollar Value) of |
|
| |
|
|
Total Number of |
|
|
|
|
|
|
|
|
Part of Publicly |
|
|
|
Shares (or Units) that may yet |
|
| |
|
|
Shares (or Units) |
|
|
|
Average Price paid |
|
|
|
Anounced Plans or |
|
|
|
Be Purchased Under the |
|
| Period |
|
|
Purchased |
|
|
|
per Share (or Unit) |
|
|
|
Programs |
|
|
|
Plans or Program |
|
7/01/08-7/31/08 |
|
|
|
41,100 |
|
|
|
$ |
9.22 |
|
|
|
|
41,100 |
|
|
|
|
54,205 |
|
| |
8/01/08-8/31/08 |
|
|
|
21,575 |
|
|
|
$ |
9.43 |
|
|
|
|
21,575 |
|
|
|
|
32,690 |
|
9/01/08-9/30/08 |
|
|
|
16,920 |
|
|
|
$ |
8.98 |
|
|
|
|
16,920 |
|
|
|
|
15,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
| |
Total |
|
|
|
79,595 |
|
|
|
$ |
9.23 |
|
|
|
|
79,595 |
|
|
|
|
15,710 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The table above details repurchases by Monarch Community Bancorp during the three months ended
September 30, 2008. Stock repurchased during the first two months of 2008 completed the Program
initiated in 2007. Our board of directors approved the repurchase by us of up to an aggregate of
228,000 shares of our common stock pursuant to the Program in 2008. As of October 17, 2008 the
Company had completed the repurchase program.
15
Item 3. DEFAULTS UPON SENIOR SECURITIES
Not applicable
Item 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS
None
Item 5. OTHER INFORMATION
Not applicable
Item 6. EXHIBITS
See the index to exhibits.
16
SIGNATURES
In accordance with the requirements of the Securities Exchange Act of 1934, the registrant caused
this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| |
|
|
|
|
| |
MONARCH COMMUNITY BANCORP, INC.
|
|
| Date: November 14, 2008 |
By: |
/s/ Donald L. Denney
|
|
| |
|
Donald L. Denney |
|
| |
|
President and Chief Executive Officer |
|
| |
| |
|
|
| Date: November 14, 2008 |
And: |
/s/ Rebecca S. Crabill
|
|
| |
|
Rebecca S. Crabill |
|
| |
|
Senior Vice President, Chief Financial Officer |
|
17
INDEX TO EXHIBITS
| |
|
|
| Exhibit No. |
|
Description of Exhibit |
31.1
|
|
Rule 13a-14(a) Certification of the Corporations President and Chief Executive Officer. |
|
|
|
31.2
|
|
Rule 13a-14(a) Certification of the Corporations Chief Financial Officer. |
|
|
|
32
|
|
Section 1350 Certification. |
18