(Mark
One)
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x
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QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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o
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TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
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For
the transition period from
_______________to______________
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Commission
file number:
001-34051
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Malvern
Federal Bancorp, Inc.
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(Exact
Name of Registrant as Specified in Its
Charter)
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United
States
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38-3783478
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(State
or Other Jurisdiction of Incorporation or Organization)
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(I.R.S.
Employer Identification
No.)
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42
East Lancaster Avenue
Paoli,
Pennsylvania
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19301
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(Address
of Principal Executive Offices)
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(Zip
Code)
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(610)
644-9400
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(Registrant’s
Telephone Number, Including Area
Code)
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Large accelerated filer
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o
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Accelerated
filer
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o
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Non-accelerated filer
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o
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Smaller
reporting company
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x
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(Do not check if a smaller reporting company)
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Page
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PART
I - FINANCIAL INFORMATION
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Item
1.
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Financial
Statements:
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Unaudited
Consolidated Statements of Financial Condition as of March 31, 2009 and
September 30, 2008
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1
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Unaudited
Consolidated Statements of Income for the three and six months ended March
31, 2009 and 2008
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2
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Unaudited
Consolidated Statements of Changes in Shareholders’ Equity for the six
months ended March 31, 2009 and 2008
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3
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Unaudited
Consolidated Statements of Cash Flows for the six months ended March 31,
2009 and 2008
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4
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Notes
to Unaudited Consolidated Financial Statements
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5
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Item
2.
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Management’s
Discussion and Analysis of Financial Condition and Results of
Operations
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23
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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36
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Item
4T.
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Controls
and Procedures
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36
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PART
II - OTHER INFORMATION
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Item
1.
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Legal
Proceedings
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36
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Item
1A.
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Risk
Factors
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36
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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37
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Item
3.
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Defaults
Upon Senior Securities
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37
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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37
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Item
5.
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Other
Information
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37
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Item
6.
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Exhibit
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37
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Signatures
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38
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Malvern
Federal Bancorp, Inc. and Subsidiaries
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Consolidated
Statements of Financial Condition
(Unaudited)
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March
31, 2009
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September
30, 2008
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|||||||
Assets
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||||||||
Cash
and due from depository institutions
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$ | 6,341,967 | $ | 5,727,820 | ||||
Interest
bearing deposits in depository institutions
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15,155,902 | 7,194,477 | ||||||
Cash
and Cash Equivalents
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21,497,869 | 12,922,297 | ||||||
Investment
securities available for sale
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22,814,617 | 21,968,607 | ||||||
Investment
securities held to maturity (fair value of $2,816,925 and $2,830,221,
respectively)
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2,721,247 | 2,869,837 | ||||||
Restricted
stock, at cost
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6,566,973 | 6,895,673 | ||||||
Loans
receivable, net of allowance for loan losses of $4,847,142 and $5,504,512,
respectively
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594,904,726 | 571,536,460 | ||||||
Accrued
interest receivable
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2,202,427 | 2,452,694 | ||||||
Property
and equipment, net
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8,803,986 | 9,018,484 | ||||||
Deferred
income taxes, net
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2,491,644 | 2,257,575 | ||||||
Bank-owned
life insurance
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13,371,790 | 8,135,630 | ||||||
Real
estate owned
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4,829,012 | 230,262 | ||||||
Other
assets
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1,272,024 | 1,221,188 | ||||||
Total
Assets
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$ | 681,476,315 | $ | 639,508,707 | ||||
Liabilities
and Shareholders’ Equity
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||||||||
Liabilities
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||||||||
Deposits:
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||||||||
Deposits-noninterest-bearing
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$ | 21,644,571 | $ | 18,470,229 | ||||
Deposits-interest-bearing
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479,905,890 | 435,022,907 | ||||||
Total
Deposits
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501,550,461 | 453,493,136 | ||||||
FHLB
line of credit
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— | 8,500,000 | ||||||
FHLB
advances
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105,289,747 | 105,298,447 | ||||||
Advances
from borrowers for taxes and insurance
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2,903,754 | 1,579,203 | ||||||
Accrued
interest payable
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1,138,711 | 894,061 | ||||||
Other
liabilities
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1,002,526 | 908,161 | ||||||
Total
Liabilities
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611,885,199 | 570,673,008 | ||||||
Commitments
and Contingencies
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— | — | ||||||
Shareholders’
Equity
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||||||||
Preferred
stock, $0.01 par value, 10,000,000 shares authorized, none
issued
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— | — | ||||||
Common
stock, $0.01 par value, 40,000,000 shares authorized, issued and
outstanding: 6,152,500 shares
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61,525 | 61,525 | ||||||
Additional
paid-in capital
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25,948,725 | 25,959,169 | ||||||
Retained
earnings
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46,329,290 | 45,663,389 | ||||||
Unearned
Employee Stock Ownership Plan (ESOP) shares
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(2,498,265 | ) | (2,571,028 | ) | ||||
Accumulated
other comprehensive loss
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(250,159 | ) | (277,356 | ) | ||||
Total
Shareholders’ Equity
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69,591,116 | 68,835,699 | ||||||
Total
Liabilities and Shareholders’ Equity
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$ | 681,476,315 | $ | 639,508,707 |
Malvern
Federal Bancorp, Inc. and Subsidiaries
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Consolidated
Statements of Income
(Unaudited)
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For
The Three Months Ended
March
31,
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For
the Six Months Ended
March
31,
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|||||||||||||||
2009
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2008
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2009
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2008
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|||||||||||||
Interest
and Dividend Income
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||||||||||||||||
Loans,
including fees
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$ | 8,243,278 | $ | 7,890,232 | $ | 16,921,765 | $ | 15,669,696 | ||||||||
Investment
securities, taxable
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205,642 | 193,998 | 416,088 | 475,926 | ||||||||||||
Investment
securities, tax-exempt
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21,207 | 23,452 | 42,089 | 49,900 | ||||||||||||
Dividends,
restricted stock
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— | 52,976 | — | 118,115 | ||||||||||||
Interest-bearing
cash accounts
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19,451 | 43,083 | 24,957 | 113,912 | ||||||||||||
Total
Interest and Dividend Income
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8,489,578 | 8,203,741 | 17,404,899 | 16,427,549 | ||||||||||||
Interest
Expense
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||||||||||||||||
Deposits
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3,398,075 | 3,822,313 | 6,911,934 | 7,833,591 | ||||||||||||
Short-term
borrowings
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7,418 | 32,223 | 8,699 | 77,374 | ||||||||||||
Long-term
borrowings
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1,280,316 | 1,004,941 | 2,612,269 | 1,962,385 | ||||||||||||
Total
Interest Expense
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4,685,809 | 4,859,477 | 9,532,902 | 9,873,350 | ||||||||||||
Net
Interest Income
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3,803,769 | 3,344,264 | 7,871,997 | 6,554,199 | ||||||||||||
Provision
for Loan Losses
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462,423 | 335,000 | 907,423 | 463,000 | ||||||||||||
Net
Interest Income after Provision for Loan Losses
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3,341,346 | 3,009,264 | 6,964,574 | 6,091,199 | ||||||||||||
Other
Income
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||||||||||||||||
Service
charges and other fees
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326,018 | 274,621 | 656,410 | 570,329 | ||||||||||||
Rental
income
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63,580 | 66,943 | 126,966 | 129,738 | ||||||||||||
Gain
on sale of investment securities available for sale, net
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9,410 | — | 27,206 | — | ||||||||||||
Gain
on disposal of fixed assets
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8,200 | — | 8,200 | — | ||||||||||||
Gain
on sale of loans, net
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— | — | — | 42,788 | ||||||||||||
Earnings
on bank owned life insurance
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149,690 | 86,811 | 236,160 | 174,372 | ||||||||||||
Total
Other Income
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556,898 | 428,375 | 1,054,942 | 917,227 | ||||||||||||
Other
Expenses
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||||||||||||||||
Salaries
and employee benefits
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1,525,717 | 1,372,263 | 3,084,017 | 2,763,873 | ||||||||||||
Occupancy
expense
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513,584 | 519,305 | 956,489 | 985,122 | ||||||||||||
Federal
deposit insurance premiums
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86,653 | 12,270 | 168,330 | 24,398 | ||||||||||||
Advertising
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209,386 | 189,074 | 362,262 | 300,319 | ||||||||||||
Data
processing
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278,356 | 236,477 | 585,101 | 482,892 | ||||||||||||
Professional
fees
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224,758 | 135,481 | 506,421 | 249,299 | ||||||||||||
Other
operating expenses
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567,898 | 443,918 | 1,119,769 | 829,078 | ||||||||||||
Total
Other Expenses
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3,406,352 | 2,908,788 | 6,782,389 | 5,634,981 | ||||||||||||
Income
Before Income Taxes
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491,892 | 528,851 | 1,237,127 | 1,373,445 | ||||||||||||
Income
Taxes
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120,486 | 157,708 | 349,737 | 436,487 | ||||||||||||
Net
Income
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$ | 371,406 | $ | 371,143 | $ | 887,390 | $ | 936,958 | ||||||||
Basic
Earnings Per Share
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$ | 0.06 | N/A | $ | 0.15 | N/A | ||||||||||
Dividends
Declared Per Share
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$ | 0.04 | N/A | $ | 0.08 | N/A |
Malvern
Federal Bancorp, Inc. and Subsidiaries
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Consolidated
Statements of Changes in Shareholders’ Equity
(Unaudited)
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Common
Stock
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Additional
Paid-In
Capital
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Retained
Earnings
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Unearned
ESOP
Shares
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Accumulated
Other
Comprehensive
Loss
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Total
Shareholders’
Equity
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|||||||||||||||||||
Balance,
October 1, 2007
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$ | — | $ | — | $ | 44,321,829 | $ | — | $ | (282,654 | ) | $ | 44,039,175 | |||||||||||
Comprehensive
Income:
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||||||||||||||||||||||||
Net
Income
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— | — | 936,958 | — | — | 936,958 | ||||||||||||||||||
Net
change in unrealized loss on securities available for sale, net of tax
effect
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— | — | — | — | 158,989 | 158,989 | ||||||||||||||||||
Total
Comprehensive Income
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— | — | — | — | — | 1,095,947 | ||||||||||||||||||
Balance,
March 31, 2008
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$ | — | $ | — | $ | 45,258,787 | $ | — | $ | (123,665 | ) | $ | 45,135,122 | |||||||||||
Balance,
October 1, 2008
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$ | 61,525 | $ | 25,959,169 | $ | 45,663,389 | $ | (2,571,028 | ) | $ | (277,356 | ) | $ | 68,835,699 | ||||||||||
Comprehensive
Income:
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||||||||||||||||||||||||
Net
Income
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— | — | 887,390 | — | — | 887,390 | ||||||||||||||||||
Net
change in unrealized loss on securities available for sale, net of tax
effect
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— | — | — | — | 27,197 | 27,197 | ||||||||||||||||||
Total
Comprehensive Income
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— | — | — | — | — | 914,587 | ||||||||||||||||||
Cash
dividends declared ($0.08 per share)
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— | — | (221,489 | ) | — | — | (221,489 | ) | ||||||||||||||||
Committed
to be released ESOP shares
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— | (10,444 | ) | — | 72,763 | — | 62,319 | |||||||||||||||||
Balance,
March 31, 2009
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$ | 61,525 | $ | 25,948,725 | $ | 46,329,290 | $ | (2,498,265 | ) | $ | (250,159 | ) | $ | 69,591,116 |
Malvern
Federal Bancorp, Inc. and Subsidiaries
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Consolidated
Statements of Cash Flows
(Unaudited)
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Six
Months Ended March 31,
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||||||||
2009
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2008
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|||||||
Cash
Flows from Operating Activities
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||||||||
Net
income
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$ | 887,390 | $ | 936,958 | ||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
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||||||||
Depreciation
expense
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471,767 | 463,035 | ||||||
Provision
for loan losses
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907,423 | 463,000 | ||||||
Deferred
income taxes
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(244,916 | ) | (422,882 | ) | ||||
ESOP
expenses
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62,319 | — | ||||||
Amortization
of premiums and (accretion) of discounts on investment securities,
net
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(76,451 | ) | 219,187 | |||||
Amortization
of mortgage servicing rights
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45,163 | 63,154 | ||||||
Net
gain on sale of investment securities available for sale
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(27,206 | ) | — | |||||
Net
gain on disposal of fixed assets
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(8,200 | ) | — | |||||
Net
gain on sale of loans
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— | (42,788 | ) | |||||
Decrease
in accrued interest receivable
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250,268 | 254,489 | ||||||
Increase
in accrued interest payable
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244,650 | 87,369 | ||||||
Increase
(decrease) in other liabilities
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94,364 | (88,298 | ) | |||||
Earnings
on bank-owned life insurance
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(236,160 | ) | (174,372 | ) | ||||
Increase
in other assets
|
(93,999 | ) | (751,534 | ) | ||||
Amortization
of loan origination fees and costs
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(122,139 | ) | (540,103 | ) | ||||
Increase
in income tax payable
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— | 14,867 | ||||||
Net
Cash Provided by Operating Activities
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2,154,273 | 482,082 | ||||||
Cash
Flows from Investing Activities
|
||||||||
Proceeds
from maturities and principal collections:
|
||||||||
Investment
securities held to maturity
|
146,621 | 69,564 | ||||||
Investment
securities available for sale
|
5,829,924 | 13,585,652 | ||||||
Proceeds
from sales, investment securities available for sale
|
1,149,763 | — | ||||||
Purchases
of investment securities available for sale
|
(7,682,027 | ) | (1,000,000 | ) | ||||
Proceeds
from sale of loans
|
— | 9,301,059 | ||||||
Purchase
of other real estate owned
|
(780,281 | ) | — | |||||
Loan
purchases
|
(30,954,099 | ) | (44,905,967 | ) | ||||
Loan
originations and principal collections, net
|
2,980,080 | 828,645 | ||||||
Purchases
of bank-owned life insurance
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(5,000,000 | ) | — | |||||
Net
(increase) decrease in FHLB stock
|
328,700 | (214,900 | ) | |||||
Purchases
of property and equipment
|
(249,069 | ) | (213,615 | ) | ||||
Net
Cash Used in Investing Activities
|
(34,230,388 | ) | (22,549,562 | ) | ||||
Cash
Flows from Financing Activities
|
||||||||
Net
increase (decrease) in deposits
|
48,057,325 | (1,463,150 | ) | |||||
Net
decrease in short-term borrowings
|
(8,500,000 | ) | (8,000,000 | ) | ||||
Proceeds
from long-term borrowings
|
5,000,000 | 17,000,000 | ||||||
Repayment
of long-term borrowings
|
(5,008,700 | ) | (3,927,534 | ) | ||||
Increase
in advances from borrowers for taxes and insurance
|
1,324,551 | 1,317,100 | ||||||
Increase
in advances for stock purchases
|
— | 898,037 | ||||||
Cash
dividends paid
|
(221,489 | ) | — | |||||
Net
Cash Provided by Financing Activities
|
40,651,687 | 5,824,453 | ||||||
Net
Increase (Decrease) in Cash and Cash Equivalents
|
8,575,572 | (16,243,027 | ) | |||||
Cash
and Cash Equivalents – Beginning
|
12,922,297 | 18,966,750 | ||||||
Cash
and Cash Equivalents – Ending
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$ | 21,497,869 | $ | 2,723,723 | ||||
Supplementary
Cash Flows Information
|
||||||||
Interest
paid
|
$ | 9,288,252 | $ | 9,785,981 | ||||
Income
taxes paid
|
$ | 395,700 | $ | 886,000 | ||||
Non-cash
transfer of loans to foreclosed real estate
|
$ | 3,818,469 | $ | 212,500 |
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
The
consolidated financial statements at March 31, 2009 and September 30, 2008
and for the three and six months ended March 31, 2009 include the accounts
of the Malvern Federal Bancorp, Inc. and its subsidiaries, Malvern Federal
Savings Bank and its subsidiaries, and Malvern Federal Holdings, Inc. For
the three and six months ended March 31, 2008, the consolidated financial
statements are of Malvern Federal Savings Bank and its subsidiary,
Strategic Asset Management Group, Inc. All intercompany transactions and
balances have been eliminated.
|
|
The
accompanying unaudited consolidated financial statements were prepared in
accordance with the instructions to Form 10-Q, and therefore, do not
include all the information or footnotes necessary for a complete
presentation of financial condition, statement of income, changes in
shareholders’ equity, and cash flows in conformity with accounting
principles generally accepted in the United States. However, all normal
recurring adjustments that, in the opinion of management, are necessary
for a fair presentation of the consolidated financial statements have been
included. These financial statements should be read in conjunction with
the audited consolidated financial statements of Malvern Federal Bancorp,
Inc. and the accompanying notes thereto for the year ended September 30,
2008, which are included in the Company’s Annual Report on Form 10-K for
the year ended September 30, 2008. The results for the three and six
months ended March 31, 2009 are not necessarily indicative of the results
that may be expected at the fiscal year ending September 30, 2009, or any
other period.
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements (Unaudited)
|
Note
2 – Summary of Significant Accounting Policies
(Continued)
|
Use
of Estimates
|
|
The
preparation of financial statements in conformity with accounting
principles generally accepted in the United States of America requires
management to make estimates and assumptions that affect the reported
amounts of assets and liabilities and disclosure of contingent assets and
liabilities at the date of the financial statements and the reported
amounts of income and expenses during the reporting period. Actual results
could differ from those estimates. Material estimates that are
particularly susceptible to significant change in the near term relate to
the determination of the allowance for loan losses, the valuation of
deferred tax assets, the evaluation of other-than-temporary impairment of
investment securities and impairment of restricted
stock.
|
|
Significant
Group Concentrations of Credit Risk
|
|
Most
of the Company’s activities are with customers located within Chester
County, Pennsylvania. Note 5 discusses the types of investment
securities that the Company invests in. Note 6 discusses the types of
lending that the Company engages in. The Company does not have any
significant concentrations to any one industry or customer. Although the
Company has a diversified portfolio, its debtors ability to honor their
contracts is influenced by the region’s economy.
|
|
Cash
and Cash Equivalents
|
|
For
purposes of reporting cash flows, cash and cash equivalents include cash
on hand, amounts due from depository institutions and interest bearing
deposits at other institutions.
|
|
The
Company maintains cash deposits in other depository institutions that
occasionally exceed the amount of deposit insurance available. Management
periodically assesses the financial condition of these institutions and
believes that the risk of any possible credit loss is
minimal.
|
|
The
Bank is required to maintain average reserve balances in vault cash with
the Federal Reserve Bank based upon outstanding balances of deposit
transaction accounts. Based upon the Company’s outstanding transaction
deposit balances, the Bank maintained a deposit account with the Federal
Reserve Bank in the amount of $2,757,000 and $1,840,000 at March 31, 2009
and September 30, 2008, respectively.
|
|
Investment
Securities
|
|
Investment
securities that management has the positive intent and ability to hold
until maturity are classified as held to maturity and are carried at their
remaining unpaid principal balance, net of unamortized premiums, or
unaccreted discounts. Premiums are amortized and discounts are accreted
using a method, which approximates the interest method over the estimated
remaining term of the underlying security.
|
|
Investment
securities that will be held for indefinite periods of time, including
securities that may be sold in response to changes in market interest or
prepayment rates, needs for liquidity, and changes in the availability of
and the yield of alternative investments are classified as available for
sale. These securities are carried at estimated fair value, which is
determined using published quotes. Unrealized gains and losses are
excluded from earnings and are reported net of taxes in other
comprehensive income. Realized gains and losses are recorded on the trade
date and are determined using the specific identification
method.
|
|
Management
determines the appropriate classification of investment securities at the
time of purchase and reevaluates such designation as of each balance sheet
date.
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements (Unaudited)
|
Note
2 – Summary of Significant Accounting Policies
(Continued)
|
Declines
in the fair value of held to maturity and available for sale investment
securities below their amortized cost that are deemed to be other than
temporary are reflected in the statements of income as realized losses. In
estimating other-than-temporary impairment losses, management considers
(1) the length of time and the extent to which the fair value has been
less than cost, (2) the financial condition and near-term prospects of the
issuer, and (3) the intent and ability of the Company to retain its
investment in the issuer for a period of time sufficient to allow for any
anticipated recovery in fair value.
|
|
Loans
Receivable
|
|
The
Company, through the Bank, grants mortgage, commercial and consumer loans
to customers. A substantial portion of the loan portfolio is represented
by residential and commercial mortgage loans secured by properties located
throughout Chester County, Pennsylvania. The ability of the Company’s
debtors to honor their contracts is dependent upon the real estate and
general economic conditions in this area.
|
|
Loans
receivable that management has the intent and ability to hold until
maturity or payoff are stated at their outstanding unpaid principal
balances, net of an allowance for loan losses and any deferred fees and
costs. Interest income is accrued on the unpaid principal balance. Loan
origination fees and costs are deferred and recognized as an adjustment of
the yield (interest income) of the related loans using the interest
method. The Company is amortizing these amounts over the contractual life
of the loan.
|
|
The
accrual of interest is generally discontinued when the contractual payment
of principal or interest has become 90 days past due or management has
serious doubts about further collectibility of principal or interest, even
though the loan is currently performing. A loan may remain on accrual
status if it is in the process of collection and is either guaranteed or
well secured. When a loan is placed on nonaccrual status, unpaid interest
credited to income in the current year is reversed and unpaid interest
accrued in prior years is charged against the allowance for loan losses.
Interest received on nonaccrual loans generally is either applied against
principal or reported as interest income, according to management’s
judgment as to the collectibility of principal. Generally, loans are
restored to accrual status when the obligation is brought current, has
performed in accordance with the contractual terms for a reasonable period
of time, and the ultimate collectibility of the total contractual
principal and interest is no longer in doubt.
|
|
In
addition to originating loans, the Company purchases consumer and mortgage
loans from brokers in our market area. Such purchases are reviewed for
compliance with our underwriting criteria before they are purchased, and
are generally purchased without recourse to the
seller.
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements (Unaudited)
|
Note
2 – Summary of Significant Accounting Policies
(Continued)
|
Allowance
for Loan Losses
|
|
The
allowance for loan losses is established through provisions for loan
losses charged against income. Loans deemed to be uncollectible are
charged against the allowance for loan losses, and subsequent recoveries,
if any, are credited to the allowance.
|
|
The
allowance for loan losses is maintained at a level considered adequate to
provide for estimated probable loan losses. Management’s periodic
evaluation of the adequacy of the allowance is based on the Company’s past
loan loss experience, adverse situations that may affect the borrower’s
ability to repay, the estimated value of any underlying collateral,
composition of the loan portfolio, current economic conditions, and other
relevant factors. This evaluation is inherently subjective as it requires
material estimates that may be susceptible to significant revision as more
information becomes available.
|
|
The
allowance consists of specific, general and unallocated components. The
specific component relates to loans that are classified as doubtful,
substandard or special mention. For such loans that are also classified as
impaired, an allowance is established when the discounted cash flows (or
collateral value or observable market price) of the impaired loan is lower
than the carrying value for that loan. The general component covers
non-classified loans and is based on historical loss experience adjusted
for a qualitative estimate of probable losses. The unallocated component
of the allowance reflects the margin of imprecision inherent in the
underlying assumptions used in the methodologies for estimating specific
and general losses in the portfolio.
|
|
A
loan is considered impaired when, based on current information and events,
it is probable that the Company will be unable to collect the scheduled
payments of principal or interest when due according to the contractual
terms of the loan agreement. Factors considered by management in
determining impairment include payment status, collateral value, and the
probability of collecting scheduled principal and interest payments when
due. Loans that experience insignificant payment delays and payment
shortfalls generally are not classified as impaired. Management determines
the significance of payment delays and payment shortfalls on a
case-by-case basis, taking into consideration all of the circumstances
surrounding the loan and the borrower, including the length of the delay,
the reasons for the delay, the borrower’s prior payment record, and the
amount of the shortfall in relation to the principal and interest owed.
Impairment is measured on a loan by loan basis for commercial and
construction loans by either the present value of expected future cash
flows discounted at the loan’s effective interest rate, the loan’s
obtainable market price, or the fair value of the collateral if the loan
is collateral dependent.
|
|
Large
groups of smaller balance homogeneous loans are collectively evaluated for
impairment. Accordingly, the Company does not separately identify
individual consumer and mortgage loans for impairment disclosures, unless
they are subject to a restructuring
agreement.
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements (Unaudited)
|
Note
2 – Summary of Significant Accounting Policies
(Continued)
|
Loans
Held For Sale
|
|
The
Company does not originate any loans specifically for the purpose of being
sold. Recently, based on market conditions and in effort to mitigate
interest rate risk, the Company has sold loans. Since loans are not
originated for the purpose of being sold, the cash flows from the sale of
such loans have been classified as an investing activity in the
consolidated statements of cash flows.
|
|
Loan
Servicing
|
|
Servicing
assets are recognized as separate assets when rights are acquired through
purchase or through sale of financial assets. For sales of mortgage loans,
a portion of the cost of originating the loan is allocated to the
servicing right based on relative fair value. Fair value is based on
market prices for comparable mortgage servicing contracts, when available,
or alternatively is based on a valuation model that calculates the present
value of estimated future net servicing income. The valuation model
incorporates assumptions that market participants would use in estimating
future net servicing income, such as the cost to service, the discount
rate, the custodial earnings rate, an inflation rate, ancillary income,
prepayment speeds and default rates and losses. Capitalized servicing
rights are reported in other assets and are amortized into non-interest
expense in proportion to, and over the period of, the estimated future net
servicing income of the underlying financial assets.
|
|
Servicing
assets are evaluated for impairment based upon the fair value of the
rights as compared to amortized cost. Impairment is determined by
stratifying rights into tranches based on predominant risk
characteristics, such as interest rate, loan type and investor type.
Impairment is recognized through a valuation allowance for an individual
tranche, to the extent that fair value is less than the capitalized amount
for the tranche. If the Company later determines that all or a portion of
the impairment no longer exists for a particular tranche, a reduction of
the allowance may be recorded as an increase to income.
|
|
Real
Estate Owned
|
|
Assets
acquired through, or in lieu of, loan foreclosure are held for sale and
are initially recorded at fair value at the date of foreclosure,
establishing a new cost basis. Subsequent to foreclosure, valuations are
periodically performed by management and the assets are carried at the
lower of carrying amount or fair value less cost to sell. Revenue and
expenses from operations and changes in the valuation allowance are
included in net expenses from real estate owned.
|
|
Restricted
Stock
|
|
Restricted
stock, which represents required investments in the common stock of a
correspondent bank, is carried at cost and as of March 31, 2009 and
September 30, 2008, and consists solely of the common stock of the Federal
Home Loan Bank of Pittsburgh (“FHLB”). In December 31, 2008 the FHLB
notified member banks that it was suspending dividend payments and the
repurchase of capital stock.
|
|
Management
evaluated the restricted stock for impairment in accordance with Statement
of Position (“SOP”) 01-6, “Accounting by Certain Entities (Including
Entities With Trade Receivables) That Lend to or Finance the Activities of
Others.” Management’s determination of whether these investments are
impaired is based on their assessment of the ultimate recoverability of
their cost rather than by recognizing temporary declines in value. The
determination of whether a decline affects the ultimate recoverability of
an investment’s cost is influenced by criteria such as (1) the
significance of the decline in net assets of the FHLB as compared to the
capital stock amount for the FHLB and the length of time this situation
has persisted, (2) commitments by the FHLB to make payments required by
law or regulation and the level of such payments in relation to the
operating performance of the FHLB, and (3) the impact of legislative and
regulatory changes on institutions and, accordingly, on the customer base
of the FHLB.
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements (Unaudited)
|
Note
2 – Summary of Significant Accounting Policies
(Continued)
|
Management
believes no impairment charge is necessary related to the restricted stock
as of March 31, 2009.
|
|
Property
and Equipment
|
|
Property
and equipment are carried at cost. Depreciation is computed using the
straight-line and accelerated methods over estimated useful lives ranging
from 3 to 39 years beginning when assets are placed in service. When
assets are retired or otherwise disposed of, the cost and related
accumulated depreciation are removed from the accounts and any gain or
loss is reflected in income for the period. The cost of maintenance and
repairs is charged to income as incurred.
|
|
Transfers
of Financial Assets
|
|
Transfers
of financial assets are accounted for as sales, when control over the
assets has been surrendered. Control over transferred assets is deemed to
be surrendered when (1) the assets have been isolated from the Company,
(2) the transferee obtains the right (free of conditions that constrain it
from taking advantage of that right) to pledge or exchange the transferred
assets, and (3) the Company does not maintain effective control over the
transferred assets through an agreement to repurchase them before their
maturity.
|
|
Bank-Owned
Life Insurance
|
|
The
Company invests in bank owned life insurance (“BOLI”) as a source of
funding for employee benefit expenses. BOLI involves the purchasing of
life insurance by the Bank on a chosen group of employees. The Bank is the
owner and beneficiary of the policies. This life insurance investment is
carried at the cash surrender value of the underlying policies. Earnings
from the increase in cash surrender value of the policies are included in
non-interest income on the statement of income.
|
|
Employee
Benefit Plans
|
|
The
Bank’s 401(k) plan allows eligible participants to set aside a certain
percentage of their salaries before taxes. The Company may elect to match
employee contributions up to a specified percentage of their respective
salaries in an amount determined annually by the Board of Directors. The
Company’s matching contribution related to the plan resulted in expenses
of $10,379, and $58,293, for the three and six months ended March 31,
2009, respectively. For the three and six months ended March 31, 2008 the
Company’s matching contribution related to the plan resulted in expenses
of $63,255, and $110,470, respectively
|
|
The
Company also maintains a Supplemental Executive and a Director Retirement
Plan (the “Plans”). The accrued amount for the Plans included in other
liabilities was $687,880 and $617,724 at March 31, 2009 and September 30,
2008, respectively. The expense associated with the Plans for the three
and six months ended March 31, 2009 was $35,078 and $70,155, respectively.
For the three and six months ended March 31, 2008 the expense associated
with the Plans was $32,842 and $65,778, respectively.
|
|
Advertising
Costs
|
|
The
Company follows the policy of charging the costs of advertising to expense
as incurred.
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements (Unaudited)
|
Note
2 – Summary of Significant Accounting Policies
(Continued)
|
Income
Taxes
|
|
Deferred
taxes are provided on the liability method whereby deferred tax assets are
recognized for deductible temporary differences and deferred tax
liabilities are recognized for taxable temporary differences. Temporary
differences are the differences between the reported amounts of assets and
liabilities and their tax basis. Deferred tax assets are reduced by a
valuation allowance when, in the opinion of management, it is more likely
than not that some portion of the deferred tax assets will not be
realized. Deferred tax assets and liabilities are adjusted for the effects
of changes in tax laws and rates on the date of enactment. Malvern Federal
Bancorp, Inc. and its subsidiaries file a consolidated federal income tax
return.
|
|
Commitments
and Contingencies
|
|
In
the ordinary course of business, the Company has entered into off-balance
sheet financial instruments consisting of commitments to extend credit and
standby letters of credit. Such financial instruments are recorded in the
statement of financial condition when they are funded.
|
|
Segment
Information
|
|
The
Company has one reportable segment, “Community Banking.” All of the
Company’s activities are interrelated, and each activity is dependent and
assessed based on how each of the activities of the Company supports the
others. For example, lending is dependent upon the ability of the Company
to fund itself with deposits and other borrowings and manage interest rate
and credit risk. Accordingly, all significant operating decisions are
based upon analysis of the Company as one segment or
unit.
|
|
Comprehensive
Income
|
|
Accounting
principles generally require that recognized revenue, expenses, gains and
losses be included in net income. Although certain changes in assets and
liabilities, such as unrealized gains and losses on available for sale
investment securities, are reported as a separate component of the
shareholders’ equity section of the statements of financial condition,
such items, along with net income, are components of comprehensive
income.
|
|
The
components of other comprehensive income and related tax effects are as
follows for the periods indicated
below:
|
For
The Three Months Ended
March
31,
|
For
the Six Months Ended
March
31,
|
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Unrealized
holding gains (losses) on available for sale securities
|
$ | (65,644 | ) | $ | 110,093 | $ | 65,250 | $ | 259,150 | |||||||
Reclassification
adjustment for gains included in net income
|
9,410 | — | 27,206 | — | ||||||||||||
Net
Unrealized Gains (Losses)
|
(75,054 | ) | 110,093 | 38,044 | 259,150 | |||||||||||
Income
tax expense (benefit)
|
113,212 | 42,550 | (10,847 | ) | 100,161 | |||||||||||
Net
of Tax Amount
|
$ | 38,158 | $ | 67,543 | $ | 27,197 | $ | 158,989 |
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Notes to Consolidated Financial Statements (Unaudited) |
FSP
FAS 157-4
|
|
In
April 2009, the Financial Accounting Standards Board (FASB) issued
FASB Staff Position (FSP) No. FAS 157-4, Determining Fair Value
When the Volume and Level of Activity for the Asset or Liability Have
Significantly Decreased and Identifying Transactions That Are Not Orderly
(FSP FAS 157-4). FASB Statement 157, Fair Value Measurements, defines fair
value as the price that would be received to sell the asset or transfer
the liability in an orderly transaction (that is, not a forced liquidation
or distressed sale) between market participants at the measurement date
under current market conditions. FSP FAS 157-4 provides additional
guidance on determining when the volume and level of activity for the
asset or liability has significantly decreased. The FSP also includes
guidance on identifying circumstances when a transaction may not be
considered orderly.
|
|
FSP
FAS 157-4 provides a list of factors that a reporting entity should
evaluate to determine whether there has been a significant decrease in the
volume and level of activity for the asset or liability in relation to
normal market activity for the asset or liability. When the reporting
entity concludes there has been a significant decrease in the volume and
level of activity for the asset or liability, further analysis of the
information from that market is needed and significant adjustments to the
related prices may be necessary to estimate fair value in accordance with
Statement 157.
|
|
This
FSP clarifies that when there has been a significant decrease in the
volume and level of activity for the asset or liability, some transactions
may not be orderly. In those situations, the entity must evaluate the
weight of the evidence to determine whether the transaction is orderly.
The FSP provides a list of circumstances that may indicate that a
transaction is not orderly. A transaction price that is not associated
with an orderly transaction is given little, if any, weight when
estimating fair value.
|
|
This
FSP is effective for interim and annual reporting periods ending after
June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009. An entity early adopting FSP FAS 157-4 must also
early adopt FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of
Other-Than-Temporary Impairments. The Company is currently reviewing the
effect this new pronouncement will have on its consolidated financial
statements.
|
Malvern
Federal Bancorp, Inc. and
Subsidiaries
|
In
April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2,
Recognition and Presentation of Other-Than-Temporary Impairments (FSP FAS
115-2 and FAS 124-2). FSP FAS 115-2 and FAS 124-2 clarifies the
interaction of the factors that should be considered when determining
whether a debt security is other-than-temporarily impaired. For debt
securities, management must assess whether (a) it has the intent to
sell the security and (b) it is more likely than not that it will be
required to sell the security prior to its anticipated recovery. These
steps are done before assessing whether the entity will recover the cost
basis of the investment. Previously, this assessment required management
to assert it has both the intent and the ability to hold a security for a
period of time sufficient to allow for an anticipated recovery in fair
value to avoid recognizing an other-than-temporary impairment. This change
does not affect the need to forecast recovery of the value of the security
through either cash flows or market price.
|
|
In
instances when a determination is made that an other-than-temporary
impairment exists but the investor does not intend to sell the debt
security and it is not more likely than not that it will be required to
sell the debt security prior to its anticipated recovery, FSP FAS 115-2
and FAS 124-2 changes the presentation and amount of the
other-than-temporary impairment recognized in the income statement. The
other-than-temporary impairment is separated into (a) the amount of
the total other-than-temporary impairment related to a decrease in cash
flows expected to be collected from the debt security (the credit loss)
and (b) the amount of the total other-than-temporary impairment
related to all other factors. The amount of the total other-than-temporary
impairment related to the credit loss is recognized in earnings. The
amount of the total other-than-temporary impairment related to all other
factors is recognized in other comprehensive income.
|
|
This
FSP is effective for interim and annual reporting periods ending after
June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009. An entity early adopting FSP FAS 115-2 and FAS 124-2
must also early adopt FSP FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly. The Company
is currently reviewing the effect this new pronouncement will have on its
consolidated financial statements.
|
|
FSP
FAS 107-1 and APB 28-1
|
|
In
April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and
APB 28-1). FSP FAS 107-1 and APB 28-1 amends FASB Statement No. 107,
Disclosures about Fair Value of Financial Instruments, to require
disclosures about fair value of financial instruments for interim
reporting periods of publicly traded companies as well as in annual
financial statements. This FSP also amends APB Opinion No. 28,
Interim Financial Reporting, to require those disclosures in summarized
financial information at interim reporting periods.
|
|
This
FSP is effective for interim and annual reporting periods ending after
June 15, 2009, with early adoption permitted for periods ending after
March 15, 2009. An entity early adopting FSP FAS 107-1 and APB 28-1
must also early adopt FSP FAS 157-4, Determining Fair Value When the
Volume and Level of Activity for the Asset or Liability Have Significantly
Decreased and Identifying Transactions That Are Not Orderly and FSP FAS
115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary
Impairments. The Company is currently reviewing the effect this new
pronouncement will have on its consolidated financial
statements.
|
Malvern
Federal Bancorp, Inc. and
Subsidiaries
|
Basic
earnings per common share is computed based on the weighted average number
of shares outstanding. Diluted earnings per share is computed based on the
weighted average number of shares outstanding and common stock equivalents
(“CSEs”) that would arise from the exercise of dilutive securities. As of
March 31, 2009 and for the three and six months ended March 31, 2009, the
Company did not issue and does not have any outstanding CSEs. For the
three and six months ended March 31, 2009, earning per share is shown
below. For the three and six months ended March 31, 2008, there were no
shares of common stock outstanding.
|
|
The
following table sets forth the composition of the weighted average shares
(denominator) used in the basic earnings per share
computation.
|
Three
Months Ended
March
31, 2009
|
Six
Months Ended
March
31, 2009
|
|||||||||
Net
Income
|
$ | 371,406 | $ | 887,390 | ||||||
Weighted
average shares outstanding
|
6,152,500 | 6,152,500 | ||||||||
Average
unearned ESOP shares
|
(231,701 | ) | (233,375 | ) | ||||||
Weighted
average shares outstanding - basic
|
5,920,799 | 5.915,125 | ||||||||
Earnings
per share – basic
|
$ | 0.06 | $ | 0.15 |
Note
4 – Employee Stock Ownership Plan
|
|
In
2008, the Company established an employee stock ownership plan (“ESOP”)
for substantially all of its full-time employees. Certain senior officers
of the Bank have been designated as Trustees of the ESOP. Shares of the
Company’s common stock purchased by the ESOP are held in trust for
allocation to participants. Shares released are allocated to each eligible
participant based on the ratio of each such participant’s base
compensation to the total base compensation of all eligible plan
participants. As the unearned shares are committed to be released and
allocated among participants, the Company recognizes compensation expense
equal to the fair value of the ESOP shares during the periods in which
they become committed to be released. To the extent that the fair value of
the ESOP shares released differs from the cost of such shares, the
difference is charged or credited to additional paid-in capital. During
the period from May 20, 2008 to September 30, 2008, the ESOP purchased
241,178 shares of the Company’s common stock for approximately $2.6
million, an average price of $10.86 per share which was funded by a loan
from Malvern Federal Bancorp, Inc. The ESOP loan will be repaid
principally from the Bank’s contributions to the ESOP. The loan is being
repaid in quarterly installments through 2026 at 5%. Shares are released
to participants proportionately as the loan is repaid. During the three
and six months ended March 31, 2009, approximately 3,296 and 6,701 shares
were committed to be released. ESOP expense for the three and six months
ended March 31, 2009 was $29,134 and $62,320, respectively. At March 31,
2009, there were 230,011 unallocated shares, at an average cost of $10.86
per share held by the ESOP having an aggregate fair value of
$2,058,598.
|
Malvern
Federal Bancorp, Inc. and
Subsidiaries
|
March
31, 2009
|
||||||||||||||||
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair
Value
|
|||||||||||||
U.S.
government securities
|
$ | 999,038 | $ | 17,212 | $ | — | $ | 1,016,250 | ||||||||
U.S.
agency securities
|
2,249,568 | 4,509 | — | 2,254,077 | ||||||||||||
FHLB
notes
|
3,495,604 | 78,462 | — | 3,574,066 | ||||||||||||
Tax-exempt
securities
|
2,746,683 | 3,491 | (17,888 | ) | 2,732,286 | |||||||||||
Trust
preferred securities
|
1,000,000 | — | (603,540 | ) | 396,460 | |||||||||||
Corporate
|
513,878 | — | (303 | ) | 513,575 | |||||||||||
11,004,771 | 103,674 | (621,731 | ) | 10,486,714 | ||||||||||||
Mortgage-backed
securities:
|
||||||||||||||||
FNMA:
|
||||||||||||||||
Adjustable-rate
|
5,246,403 | 97,082 | (7,133 | ) | 5,336,352 | |||||||||||
Fixed-rate
|
2,469,442 | 22,309 | — | 2,491,751 | ||||||||||||
Balloon
|
628,327 | 3,305 | — | 631,632 | ||||||||||||
FHLMC:
|
||||||||||||||||
Adjustable-rate
|
1,309,760 | 401 | (2,653 | ) | 1,307,508 | |||||||||||
Fixed-rate
|
809,224 | 35,799 | — | 845,023 | ||||||||||||
GNMA,
adjustable-rate
|
226,961 | 528 | (1,421 | ) | 226,068 | |||||||||||
CMO,
fixed-rate
|
1,506,567 | — | (16,998 | ) | 1,489,569 | |||||||||||
12,196,684 | 159,424 | (28,205 | ) | 12,327,903 | ||||||||||||
$ | 23,201,455 | $ | 263,098 | $ | (649,936 | ) | $ | 22,814,617 |
Malvern
Federal Bancorp, Inc. and
Subsidiaries
|
September
30, 2008
|
||||||||||||||||
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair
Value
|
|||||||||||||
U.S.
government securities
|
$ | 998,599 | $ | 6,089 | $ | — | $ | 1,004,688 | ||||||||
FHLB
notes
|
6,983,752 | 15,740 | (21,054 | ) | 6,978,438 | |||||||||||
Tax-exempt
securities
|
2,321,165 | 3,644 | (13,181 | ) | 2,311,628 | |||||||||||
Trust
preferred securities
|
1,000,000 | — | (247,889 | ) | 752,111 | |||||||||||
11,303,516 | 25,473 | (282,124 | ) | 11,046,865 | ||||||||||||
Mortgage-backed
securities:
|
||||||||||||||||
FNMA:
|
||||||||||||||||
Adjustable-rate
|
4,236,230 | 11,106 | (52,887 | ) | 4,194,449 | |||||||||||
Fixed-rate
|
2,786,522 | — | (115,597 | ) | 2,670,925 | |||||||||||
Balloon
|
729,037 | — | (9,084 | ) | 719,953 | |||||||||||
FHLMC:
|
||||||||||||||||
Adjustable-rate
|
1,499,909 | 285 | (32,026 | ) | 1,468,168 | |||||||||||
Fixed-rate
|
1,601,079 | 11,844 | (3,938 | ) | 1,608,985 | |||||||||||
GNMA,
adjustable-rate
|
264,402 | 257 | (5,397 | ) | 259,262 | |||||||||||
11,117,179 | 23,492 | (218,929 | ) | 10,921,742 | ||||||||||||
$ | 22,420,695 | $ | 48,965 | $ | (501,053 | ) | $ | 21,968,607 |
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
March
31, 2009
|
||||||||||||||||
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair
Value
|
|||||||||||||
Mortgage-backed
securities:
|
||||||||||||||||
GNMA,
adjustable-rate
|
$ | 313,493 | $ | 4,695 | $ | (27 | ) | $ | 318,161 | |||||||
GNMA,
fixed-rate
|
2,691 | 167 | — | 2,858 | ||||||||||||
FNMA,
fixed-rate
|
2,405,063 | 90,843 | — | 2,495,906 | ||||||||||||
$ | 2,721,247 | $ | 95,705 | $ | (27 | ) | $ | 2,816,925 |
September
30, 2008
|
||||||||||||||||
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair
Value
|
|||||||||||||
Mortgage-backed
securities:
|
||||||||||||||||
GNMA,
adjustable-rate
|
$ | 340,327 | $ | 2,975 | $ | (1,051 | ) | $ | 342,251 | |||||||
GNMA,
fixed-rate
|
3,287 | 1 | — | 3,288 | ||||||||||||
FNMA,
fixed-rate
|
2,526,223 | — | (41,541 | ) | 2,484,682 | |||||||||||
$ | 2,869,837 | $ | 2,976 | $ | (42,592 | ) | $ | 2,830,221 |
Malvern
Federal Bancorp Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
At
March 31, 2009
|
At
September 30, 2008
|
|||||||
Mortgage
Loans:
|
||||||||
One-to
four-family
|
$ | 258,448,993 | $ | 248,118,373 | ||||
Multifamily
|
— | 1,906,328 | ||||||
Construction
or development
|
48,672,236 | 45,451,367 | ||||||
Land
loans
|
3,898,737 | 4,529,976 | ||||||
Commercial
real estate
|
147,773,053 | 138,522,139 | ||||||
Total
Mortgage Loans
|
458,793,019 | 438,528,183 | ||||||
Commercial
Loans
|
14,843,529 | 17,259,581 | ||||||
Consumer
Loans:
|
||||||||
Home
equity lines of credit
|
18,045,376 | 12,392,703 | ||||||
Second
mortgages
|
102,919,232 | 103,741,105 | ||||||
Other
|
1,209,238 | 1,303,639 | ||||||
Total
Consumer Loans
|
122,173,846 | 117,437,447 | ||||||
Total
Loans
|
595,810,394 | 573,225,211 | ||||||
Deferred
loan costs, net
|
3,941,474 | 3,815,761 | ||||||
Allowance
for loan losses
|
(4,847,142 | ) | (5,504,512 | ) | ||||
$ | 594,904,726 | $ | 571,536,460 |
Malvern
Federal Bancorp Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
Six
Months Ended
March
31, 2009
|
Six
Months Ended
March
31, 2008
|
Year
Ended
September
30, 2008
|
||||||||||
Balance
at beginning of period
|
$ | 5,504,512 | $ | 4,541,143 | $ | 4,541,143 | ||||||
Provision
for loan losses
|
907,423 | 463,000 | 1,608,506 | |||||||||
Charge-offs
|
(1,566,769 | ) | (375,498 | ) | (649,937 | ) | ||||||
Recoveries
|
1,976 | 3,000 | 4,800 | |||||||||
Net
Charge-offs
|
(1,564,793 | ) | (372,498 | ) | (645,137 | ) | ||||||
Balance
at end of period
|
$ | 4,847,142 | $ | 4,631,645 | $ | 5,504,512 |
Malvern
Federal Bancorp Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
Actual
|
For
Capital Adequacy
Purposes
|
To
be Well Capitalized
under
Prompt Corrective
Action
Provisions
|
||||||||||||||||||||||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||||||||||
As
of March 31, 2009
|
||||||||||||||||||||||||
Tangible
Capital (to tangible assets)
|
$ | 62,163,859 | 9.19 | % | $ | 10,149,773 | 1.50 | % | N/A | |||||||||||||||
Core
Capital (to adjusted total assets)
|
62,163,859 | 9.19 | 27,066,062 | 4.00 | $ | 33,832,578 | 5.00 | % | ||||||||||||||||
Tier
1 Capital (to risk-weighted assets)
|
62,163,859 | 11.95 | 20,809,387 | 4.00 | 31,214,080 | 6.00 | ||||||||||||||||||
Total
risk-based Capital (to risk-weighted assets)
|
67,011,000 | 12.88 | 41,618,774 | 8.00 | 52,023,467 | 10.00 | ||||||||||||||||||
As
of September 30, 2008:
|
||||||||||||||||||||||||
Tangible
Capital (to tangible assets)
|
$ | 61,290,885 | 9.64 | % | $ | 9,535,456 | 1.50 | % | N/A | |||||||||||||||
Core
Capital (to adjusted total assets)
|
61,290,885 | 9.64 | 25,427,881 | 4.00 | $ | 31,784,852 | 5.00 | % | ||||||||||||||||
Tier
1 Capital (to risk-weighted assets)
|
61,290,885 | 12.40 | 19,776,910 | 4.00 | 29,665,366 | 6.00 | ||||||||||||||||||
Total
risk-based Capital (to risk-weighted assets)
|
65,923,410 | 13.33 | 39,553,821 | 8.00 | 49,442,276 | 10.00 |
Malvern
Federal Bancorp Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
●
|
Level
1 – Valuation is based upon quoted prices for identical instruments traded
in active markets.
|
|
●
|
Level
2 – Valuation is based upon quoted prices for similar instruments in
active markets, quoted prices for identical or similar instruments in
markets that are not active, and model-based valuation techniques for
which all significant assumptions are observable in the
market.
|
|
●
|
Level
3 – Valuation is generated from model-based techniques that use
significant assumptions not observable in the market. These unobservable
assumptions reflect the Company’s own estimates of assumptions that market
participants would use in pricing the
asset.
|
Malvern
Federal Bancorp Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
March
31, 2009
|
||||||||||||||||
Total
|
Level
1
|
Level
2
|
Level
3
|
|||||||||||||
Investment
securities available for sale
|
$ | 10,486,714 | $ | — | $ | 10,486,714 | $ | — | ||||||||
Mortgage-backed
securities available for sale
|
12,327,903 | — | 12,327,903 | — | ||||||||||||
Total
|
$ | 22,814,617 | $ | — | $ | 22,814,617 | $ | — |
March
31, 2009
|
||||||||||||||||
Total
|
Level
1
|
Level
2
|
Level
3
|
|||||||||||||
Real
estate owned (1)
|
$ | 4,615,344 | $ | — | $ | — | $ | 4,615,344 | ||||||||
Impaired
loans(2)
|
1,519,862 | — | — | 1,519,862 | ||||||||||||
Total
|
$ | 6,135,206 | $ | — | $ | — | $ | 6,135,206 |
(1)
|
$213,668
of OREO is recorded at cost and not included in the $4,615,344 in the
table above.
|
(2)
|
$274,484
of reserve is not included in $1,519,862 of impaired loans in the table
above.
|
This
Quarterly Report on Form 10-Q contains certain forward looking statements
(as defined in the Securities Exchange Act of 1934 and the regulations
thereunder). Forward looking statements are not historical facts but
instead represent only the beliefs, expectations or opinions of Malvern
Federal Bancorp, Inc. and its management regarding future events, many of
which, by their nature, are inherently uncertain. Forward looking
statements may be identified by the use of such words as: “believe”,
“expect”, “anticipate”, “intend”, “plan”, “estimate”, or words of similar
meaning, or future or conditional terms such as “will”, “would”, “should”,
“could”, “may”, “likely”, “probably”, or “possibly.” Forward looking
statements include, but are not limited to, financial projections and
estimates and their underlying assumptions; statements regarding plans,
objectives and expectations with respect to future operations, products
and services; and statements regarding future performance. Such statements
are subject to certain risks, uncertainties and assumption, many of which
are difficult to predict and generally are beyond the control of Malvern
Federal Bancorp, Inc. and its management, that could cause actual results
to differ materially from those expressed in, or implied or projected by,
forward looking statements. The following factors, among others, could
cause actual results to differ materially from the anticipated results or
other expectations expressed in the forward looking statements: (1)
economic and competitive conditions which could affect the volume of loan
originations, deposit flows and real estate values; (2) the levels of
non-interest income and expense and the amount of loan losses; (3)
competitive pressure among depository institutions increasing
significantly; (4) changes in the interest rate environment causing
reduced interest margins; (5) general economic conditions, either
nationally or in the markets in which Malvern Federal Bancorp, Inc. is or
will be doing business, being less favorable than expected; (6) political
and social unrest, including acts of war or terrorism; or (7) legislation
or changes in regulatory requirements adversely affecting the business in
which Malvern Federal Bancorp, Inc. is engaged. Malvern Federal Bancorp,
Inc. undertakes no obligation to update these forward looking statements
to reflect events or circumstances that occur after the date on which such
statements were made.
|
|
As
used in this report, unless the context otherwise requires, the terms
“we,” “our,” “us,” or the “Company” refer to Malvern Federal Bancorp,
Inc., a Federal corporation, and the term the “Bank” refers to Malvern
Federal Savings Bank, a federally chartered savings bank and wholly owned
subsidiary of the Company. In addition, unless the context otherwise
requires, references to the operations of the Company include the
operations of the Bank.
|
On
May 19, 2008, Malvern Federal Savings Bank (“Malvern Federal Savings” or
the “Bank”) completed its reorganization to the mutual holding company
form of organization and formed Malvern Federal Bancorp, Inc. (the
“Company”) to serve as the stock holding company for the Bank. In
connection with the reorganization, the Company sold 2,645,575 shares of
its common stock to certain members of the Bank and the public at a
purchase price of $10.00 per share. In addition, the Company issued
3,383,875 shares, or 55% of the outstanding shares, of its common stock to
Malvern Federal Mutual Holding Company, a federally chartered mutual
holding company (the “Mutual Holding Company”), and contributed 123,050
shares (with a value of $1.2 million), or 2.0% of the outstanding shares,
to the Malvern Federal Charitable Foundation, a newly created Delaware
charitable foundation.
|
|
The
Company is a federally chartered corporation which owns all of the issued
and outstanding shares of the Bank’s common stock, the only shares of
equity securities which the Bank has issued. While the Company is
authorized to pursue all activities permitted by applicable laws and
regulations for savings and loan holding companies, the Company’s only
business activity to date has been holding all of the outstanding common
stock of Malvern Federal Savings. Malvern Federal Bancorp does not own or
lease any property, but instead uses the premises, equipment and furniture
of the Bank. At the present time, the Company employs only persons who are
officers of Malvern Federal Savings to serve as officers of the Company.
The Company also may use the Bank’s support staff from time to time. These
persons are not separately compensated by Malvern Federal Bancorp. Malvern
Federal Savings is a federally chartered community-oriented savings bank
which was originally organized in 1887 and is headquartered in Paoli,
Pennsylvania. The Bank currently conducts its business from its
headquarters and seven additional financial
centers.
|
The
Bank is primarily engaged in attracting deposits from the general public
and using those funds to invest in loans and investment securities. The
Bank’s principal sources of funds are deposits, repayments of loans and
investment securities, maturities of investments and interest-bearing
deposits, other funds provided from operations and wholesale funds
borrowed from outside sources such as the FHLB. These funds are primarily
used for the origination of various loan types including single-family
residential mortgage loans, commercial real estate mortgage loans,
construction and development loans, home equity loans and lines of credit
and other consumer loans. The Bank derives its income principally from
interest earned on loans, investment securities and, to a lesser extent,
from fees received in connection with the origination of loans and for
other services. Malvern Federal Savings’ primary expenses are interest
expense on deposits and borrowings and general operating expenses. Funds
for activities are provided primarily by deposits, amortization of loans,
loan prepayments and the maturity of loans, securities and other
investments and other funds from operations.
|
|
Critical
Accounting Policies
|
|
In
reviewing and understanding financial information for the Malvern Federal
Bancorp, Inc., you are encouraged to read and understand the significant
accounting policies used in preparing our consolidated financial
statements. These policies are described in Note 2 of the notes to our
unaudited consolidated financial statements included elsewhere herein. The
accounting and financial reporting policies of Malvern Federal Bancorp,
Inc. conform to accounting principles generally accepted in the United
States of America and to general practices within the banking industry.
Accordingly, the consolidated financial statements require certain
estimates, judgments, and assumptions, which are believed to be
reasonable, based upon the information available. These estimates and
assumptions affect the reported amounts of assets and liabilities at the
date of the consolidated financial statements and the reported amounts of
income and expenses during the periods presented. The following accounting
policies comprise those that management believes are the most critical to
aid in fully understanding and evaluating our reported financial results.
These policies require numerous estimates or economic assumptions that may
prove inaccurate or may be subject to variations which may affect our
reported results and financial condition for the period or in future
periods.
|
|
Allowance
for Loan Losses. The allowance for loan losses is established
through a provision for loan losses charged to expense. Loans are charged
against the allowance for loan losses when management believes that the
collectibility of the principal is unlikely. Subsequent recoveries are
added to the allowance. The allowance is an amount that represents the
amount of probable and reasonably estimable known and inherent losses in
the loan portfolio, based on evaluations of the collectibility of loans.
The evaluations take into consideration such factors as changes in the
types and amount of loans in the loan portfolio, historical loss
experience, adverse situations that may affect the borrower’s ability to
repay, estimated value of any underlying collateral, estimated losses
relating to specifically identified loans, and current economic
conditions. This evaluation is inherently subjective as it requires
material estimates including, among others, exposure at default, the
amount and timing of expected future cash flows on impacted loans, value
of collateral, estimated losses on our loan portfolio and general amounts
for historical loss experience. All of these estimates may be susceptible
to significant
change.
|
While
management uses the best information available to make loan loss allowance
evaluations, adjustments to the allowance may be necessary based on
changes in economic and other conditions or changes in accounting
guidance. Historically, our estimates of the allowance for loan losses
have not required significant adjustments from management’s initial
estimates. In addition, the Office of Thrift Supervision, as an integral
part of its examination processes, periodically reviews our allowance for
loan losses. The Office of Thrift Supervision may require the recognition
of adjustments to the allowance for loan losses based on their judgment of
information available to them at the time of their examinations. To the
extent that actual outcomes differ from management’s estimates, additional
provisions to the allowance for loan losses may be required that would
adversely impact earnings in future periods.
|
|
Income
Taxes. We make estimates and judgments to calculate some of our tax
liabilities and determine the recoverability of some of our deferred tax
assets, which arise from temporary differences between the tax and
financial statement recognition of revenues and expenses. We also estimate
a reserve for deferred tax assets if, based on the available evidence, it
is more likely than not that some portion or all of the recorded deferred
tax assets will not be realized in future periods. These estimates and
judgments are inherently subjective. Historically, our estimates and
judgments to calculate our deferred tax accounts have not required
significant revision to our initial estimates.
|
|
In
evaluating our ability to recover deferred tax assets, we consider all
available positive and negative evidence, including our past operating
results and our forecast of future taxable income. In determining future
taxable income, we make assumptions for the amount of taxable income, the
reversal of temporary differences and the implementation of feasible and
prudent tax planning strategies. These assumptions require us to make
judgments about our future taxable income and are consistent with the
plans and estimates we use to manage our business. Any reduction in
estimated future taxable income may require us to record a valuation
allowance against our deferred tax assets. An increase in the valuation
allowance would result in additional income tax expense in the period and
could have a significant impact on our future earnings.
|
|
Other-Than-Temporary
Impairment of Securities – Securities are evaluated on at least a
quarterly basis, and more frequently when market conditions warrant such
an evaluation, to determine whether a decline in their value is
other-than-temporary. To determine whether a loss in value is
other-than-temporary, management utilizes criteria such as the reasons
underlying the decline, the magnitude and duration of the decline and our
intent and ability to retain our investment in the security for a period
of time sufficient to allow for an anticipated recovery in the fair value.
The term “other-than-temporary” is not intended to indicate that the
decline is permanent, but indicates that the prospects for a near-term
recovery of value is not necessarily favorable, or that there is a lack of
evidence to support a realizable value equal to or greater than the
carrying value of the investment. Once a decline in value is determined to
be other-than-temporary, the value of the security is reduced and a
corresponding charge to earnings is
recognized.
|
The
Company’s total assets amounted to $681.5 million at March 31, 2009
compared to $639.5 million at September 30, 2008. The primary reason for
the increase in assets during the first six months of fiscal 2009 was an
increase in net loans receivable of $23.4 million, or 4.1%. Cash and cash
equivalents increased by $8.6 million at March 31, 2009 compared to
September 30, 2008 due to an increase of $48.1 million in deposits
partially offset by funds used in lending and reductions in borrowings.
Total deposits increased $48.1 million, or 10.6%, at March 31, 2009
compared to September 30, 2008.
|
|
At
March 31, 2009, we had $4.8 million of real estate owned compared to
$230,000 at September 30, 2008. During the first quarter fiscal 2009, we
foreclosed upon a mixed-use building located in Philadelphia which had
secured a $3.5 million commercial real estate loan which had been
classified as impaired beginning in fiscal 2007. In addition, during the
March 31, 2009 quarter, there was an aggregate of $1.3 million of real
estate owned added which consisted of one single-family residence in Bucks
County, Pennsylvania and one commercial real estate property located in
Chester County, Pennsylvania.
|
|
Our
total liabilities at March 31, 2009, amounted to $611.9 million compared
to $570.7 million at September 30, 2008. The primary reason for the $41.2
million, or 7.2% increase in total liabilities was a $48.1 million
increase in our deposits, which was partially offset by an $8.5 million
decrease in the outstanding balance on our FHLB line of credit. Subsequent
to the reorganization, we moderately increased our use of leverage in the
form of FHLB advances as an additional source of funds.
|
|
Shareholders’
equity increased by $755,000 to $69.6 million at March 31, 2009 compared
to $68.8 million at September 30, 2008 primarily due to net income of
$887,000 during the first six months of fiscal 2009. Retained earnings
increased by $666,000 to $46.3 million as a result of net income for the
first six months of the 2009 fiscal year less declared cash dividends of
$221,000 in the aggregate.
|
The
table below sets forth the amounts and categories of non-performing assets
in our loan portfolio. Loans are generally placed on non-accrual status
when they are 90 days or more past due as to principal or interest or when
the collection of principal and/or interest becomes doubtful. Our
non-performing assets include troubled debt restructurings (which involve
forgiving a portion of interest or principal on any loans or making loans
at a rate materially less than that of market rates). Foreclosed assets
include real estate owned and other assets acquired in settlement of
loans.
|
March
31,
2009
|
September
30,
2008
|
|||||||
(Dollars
in Thousands)
|
||||||||
Non-accruing
loans:
|
||||||||
One-to
four-family
|
$ | 3,372 | $ | 1,402 | ||||
Multi-family
|
— | — | ||||||
Commercial
real estate
|
4,900 | 4,050 | ||||||
Construction
or development
|
115 | 1,695 | ||||||
Land
loans
|
— | — | ||||||
Commercial
|
35 | 561 | ||||||
Home
equity lines of credit
|
269 | 205 | ||||||
Second
mortgages
|
1,129 | 672 | ||||||
Other
|
2 | — | ||||||
Total
non-accruing
|
9,822 | 8,585 | ||||||
Troubled
debt restructurings
|
92 | 103 | ||||||
Total
non-performing loans
|
9,914 | 8,688 | ||||||
Real
estate owned and other foreclosed assets:
|
||||||||
One-to
four-family
|
1,636 | 230 | ||||||
Commercial
real estate
|
3,123 | — | ||||||
Commercial
|
20 | — | ||||||
Total
|
4,829 | 230 | ||||||
Total
non-performing assets
|
$ | 14,743 | $ | 8,918 | ||||
Ratios:
|
||||||||
Non-performing
loans as a percent of gross loans
|
1.66 | % | 1.52 | % | ||||
Non-performing
assets as a percent of total assets
|
2.16 | % | 1.39 | % |
The
Company’s total non-performing assets amounted to $14.7 million at March
31, 2009, a $5.8 million increase compared to total non-performing assets
at September 30, 2008. At March 31, 2009, the Company had $3.4 million of
non-accruing single-family mortgage loans, comprised of eight loans,
compared to four non-accruing single-family mortgage loans, with an
aggregate carrying value of $1.4 million at September 30, 2008. At March
31, 2009, the Company had $4.9 million of non-accruing commercial real
estate loans compared to $4.1 million of non-accruing commercial real
estate loans at September 30, 2008. The Company’s non-accruing commercial
real estate loans at March 31, 2009 were comprised of an aggregate of six
loans secured by properties located in Chester County, Pennsylvania and
surrounding areas. All of the Company’s non-accruing commercial real
estate loans at September 30, 2008 were transferred to real estate owned
during the first six months of fiscal 2009. The Company’s real estate
owned amounted to $4.9 million at March 31, 2009 compared to $230,000 at
September 30, 2008. The Company’s largest parcel of real estate owned at
March 31, 2009 consisted of a $2.3 million (written down from the previous
value of $3.5 million at September 30, 2008) mixed-use (medical offices
and residential) building located in Philadelphia, Pennsylvania. The
Company has entered into a contract to sell this property and expects the
sale to be consummated during the quarter ending June 30, 2009. The
Company’s second largest real estate owned relationship at March 31, 2009
is a group of eight single-family rental properties located in Norristown,
Pennsylvania with an aggregate carrying value of $985,000. Previously, the
Company had recorded a $230,000 real estate owned balance at September 30,
2008 with respect to this relationship. During the first quarter of fiscal
2009, the Company paid off an existing $785,000 first lien on the
properties held by another lender in order to gain control of the
properties (originally, the Company had only a second mortgage on these
properties). The Company currently is marketing the properties for sale.
The Company’s real estate owned at March 31, 2009 also includes a
restaurant and related property located in Malvern, Pennsylvania with a
carrying value of $806,000 (reduced from $1.1 million at September 30,
2008). The Company obtained these properties, which previously secured a
commercial real estate loan and two commercial loans that were on
non-accrual status at September 30, 2008, in foreclosure during the
quarter ended March 31, 2009. The remainder of the Company’s real estate
owned at March 31, 2009 consists of two single-family homes with an
aggregate carrying value of $701,000 located in the Company’s market
area.
|
Comparison
of Our Operating Results for the Three and Six Months Ended March 31, 2009
and 2008
|
|
General.
Our net income was $371,000 for the three months ended March 31,
2009 and 2008. While net income for the quarters ended March 31, 2009 and
2008 was substantially unchanged, in the 2009 period compared to the 2008
period net interest income increased by $460,000 and other income
increased by $129,000, which was offset by a $127,000 increase in
provision for loan losses and a $498,000 increase in other expenses. Since
January 1, 2007, our deposit insurance assessment has been substantially
reduced by a $303,000 special one time credit. There was no remaining
credit as of March 31, 2009. Effective January 1, 2009, annual assessment
rates were increased uniformly by five basis points across the range of
risk weightings of depository institutions. We expect our deposit
insurance premiums to be significantly higher in the third quarter of
fiscal year 2009 due to a special assessment by the FDIC on all insured
institutions. The assessment is expected to be 10 to 20 basis points of
our balance of deposits at June 30, 2009 which, based on March 31, 2009
deposits, would be $502,000 to $1.0 million. Our interest rate spread of
2.09% and net interest margin of 2.39% for the three months ended March
31, 2009 decreased when compared to a net interest spread of 2.12% and a
net interest margin of 2.51% for the three months ended March 31,
2008.
|
|
Our
net income was $887,000 for the six months ended March 31, 2009 compared
to net income of $937,000 for the six months ended March 31, 2008. The
primary reasons for the decline in net income during the first six months
of fiscal 2009 compared to the first six months of fiscal 2008 was due to
a $444,000 increase in the provision for loan losses and a $1.1 million
increase in other expenses which was partially offset by a $1.3 million
increase in net interest income, a $138,000 increase in other income and a
$87,000 decrease in income tax
expense.
|
Average
Balances, Net Interest Income, and Yields Earned and Rates Paid.
The following tables show for the periods indicated the total dollar
amount of interest from average interest-earning assets and the resulting
yields, as well as the interest expense on average interest-bearing
liabilities, expressed both in dollars and rates, and the net interest
margin. Tax-exempt income and yields have not been adjusted to a
tax-equivalent basis. All average balances are based on monthly balances.
Management does not believe that the monthly averages differ significantly
from what the daily averages would
be.
|
Three
Months Ended March 31,
|
||||||||||||||||||||||||
2009
|
2008
|
|||||||||||||||||||||||
Average
Balance
|
Interest
|
Average
Yield/Rate
|
Average
Balance
|
Interest
|
Average
Yield/Rate
|
|||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||
Interest
Earning Assets:
|
||||||||||||||||||||||||
Loans
receivable (1)
|
$ | 596,559 | $ | 8,243 | 5.53 | % | $ | 502,113 | $ | 7,890 | 6.29 | % | ||||||||||||
Investment
securities
|
25,482 | 227 | 3.56 | 19,664 | 218 | 4.43 | ||||||||||||||||||
FHLB
stock
|
6,567 | — | 0.00 | 4,681 | 53 | 4.53 | ||||||||||||||||||
Deposits
in other banks
|
8,540 | 20 | 0.92 | 6,102 | 43 | 2.82 | ||||||||||||||||||
Total
interest-earning assets
|
637,148 | 8,490 | 5.32 | % | 532,560 | 8,204 | 6.16 | % | ||||||||||||||||
Non-interest-earning
assets
|
34,701 | 18,980 | ||||||||||||||||||||||
Total
assets
|
$ | 671,849 | $ | 551,540 | ||||||||||||||||||||
Interest
Bearing Liabilities:
|
||||||||||||||||||||||||
Demand
and NOW accounts
|
$ | 63,295 | 229 | 1.45 | $ | 33,940 | 56 | 0.66 | ||||||||||||||||
Money
market accounts
|
58,278 | 259 | 1.77 | 70,207 | 618 | 3.52 | ||||||||||||||||||
Savings
accounts
|
38,438 | 29 | 0.30 | 38,951 | 81 | 0.83 | ||||||||||||||||||
Time
deposits
|
311,649 | 2,881 | 3.70 | 264,385 | 3,067 | 4.64 | ||||||||||||||||||
Total
deposits
|
471,660 | 3,398 | 2.88 | 407,483 | 3,822 | 3.75 | ||||||||||||||||||
FHLB
borrowings
|
107,510 | 1,288 | 4.79 | 74,221 | 1,038 | 5.59 | ||||||||||||||||||
Total
interest-bearing liabilities
|
579,170 | 4,686 | 3.24 | 481,704 | 4,860 | 4.04 | ||||||||||||||||||
Non-interest-bearing
liabilities
|
24,684 | 25,697 | ||||||||||||||||||||||
Total
liabilities
|
603,854 | 507,401 | ||||||||||||||||||||||
Shareholders’
Equity
|
67,994 | 44,139 | ||||||||||||||||||||||
Total
liabilities and shareholders’ equity
|
$ | 671,849 | $ | 551,540 | ||||||||||||||||||||
Net
interest-earning assets
|
$ | 57,978 | $ | 50,856 | ||||||||||||||||||||
Net
interest income; average interest rate spread
|
$ | 3,804 | 2.09 | % | $ | 3,344 | 2.12 | % | ||||||||||||||||
Net
interest margin (2)
|
2.39 | % | 2.51 | % | ||||||||||||||||||||
Average
interest-earning assets to average interest-bearing
liabilities
|
110.01 | % | 110.56 | % |
(1)
|
Includes
non-accrual loans during the respective periods. Calculated net of
deferred fees and discounts and allowance for loan
losses.
|
|
(2)
|
Equals
net interest income divided by average interest-earning
assets.
|
Six Months Ended March 31, | ||||||||||||||||||||||||
2009
|
2008
|
|||||||||||||||||||||||
Average
Balance
|
Interest
|
Average
Yield/Rate
|
Average
Balance
|
Interest
|
Average
Yield/Rate
|
|||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||
Interest
Earning Assets:
|
||||||||||||||||||||||||
Loans
receivable (1)
|
$ | 594,035 | $ | 16,922 | 5.70 | % | $ | 492,163 | $ | 15,670 | 6.37 | % | ||||||||||||
Investment
securities
|
25,916 | 458 | 3.53 | 23,648 | 526 | 4.44 | ||||||||||||||||||
FHLB
stock
|
6,459 | — | 0.00 | 4,562 | 118 | 5.17 | ||||||||||||||||||
Deposits
in other banks
|
7,193 | 25 | 0.70 | 6,573 | 114 | 3.47 | ||||||||||||||||||
Total
interest-earning assets
|
633,603 | 17,405 | 5.49 | % | 526,946 | 16,428 | 6.24 | % | ||||||||||||||||
Non-interest-earning
assets
|
28,649 | 18,566 | ||||||||||||||||||||||
Total
assets
|
$ | 662,252 | $ | 45,512 | ||||||||||||||||||||
Interest
Bearing Liabilities:
|
||||||||||||||||||||||||
Demand
and NOW accounts
|
$ | 59,633 | 439 | 1.47 | $ | 34,417 | 123 | 0.71 | ||||||||||||||||
Money
market accounts
|
58,835 | 602 | 2.05 | 68,378 | 1,258 | 3.68 | ||||||||||||||||||
Savings
accounts
|
38,022 | 78 | 0.41 | 38,596 | 172 | 0.89 | ||||||||||||||||||
Time
deposits
|
304,540 | 5,793 | 3.80 | 265,648 | 6,281 | 4.73 | ||||||||||||||||||
Total
deposits
|
461,030 | 6,912 | 3.00 | 407,039 | 7,834 | 3.85 | ||||||||||||||||||
FHLB
borrowings
|
107,611 | 2,621 | 4.87 | 69,963 | 2,040 | 5.83 | ||||||||||||||||||
Total
interest-bearing liabilities
|
568,641 | 9,533 | 3.35 | 477,002 | 9,874 | 4.14 | ||||||||||||||||||
Non-interest-bearing
liabilities
|
24,460 | 24,329 | ||||||||||||||||||||||
Total
liabilities
|
593,101 | 501,331 | ||||||||||||||||||||||
Shareholders’
Equity
|
69,151 | 44,181 | ||||||||||||||||||||||
Total
liabilities and shareholders’ equity
|
$ | 662,252 | $ | 545,512 | ||||||||||||||||||||
Net
interest-earning assets
|
$ | 64,962 | $ | 49,944 | ||||||||||||||||||||
Net
interest income; average interest rate spread
|
$ | 7,872 | 2.14 | % | $ | 6,554 | 2.10 | % | ||||||||||||||||
Net
interest margin (2)
|
2.48 | % | 2.49 | % | ||||||||||||||||||||
Average
interest-earning assets to average interest-bearing
liabilities
|
111.42 | % | 110.47 | % |
(1)
|
Includes
non-accrual loans during the respective periods. Calculated net of
deferred fees and discounts and allowance for loan
losses.
|
(2)
|
Equals
net interest income divided by average interest-earning
assets.
|
Interest
Income. Our total interest and dividend income increased by
$286,000 in the three month period ended March 31, 2009 compared to the
three month period ended March 31, 2008. Interest income earned on loans
increased in the three months ended March 31, 2009 over the prior
comparable period in fiscal 2008 due primarily to growth in the loan
portfolio. During the second quarter of fiscal 2009 compared to the second
quarter of fiscal 2008, the average balance of loans receivable increased
by $94.4 million, or 18.8%, due primarily to growth in the Company’s one-
to four-family residential mortgage loans, commercial real estate loans
and home equity lines of credit. The increases in interest income in the
second quarter of fiscal 2009 from our loan portfolio were partially
offset by a reduction on interest and dividend income. The average yield
earned on investment securities decreased to 3.56% for the three months
ended March 31, 2009 from 4.43% for the same period ended 2008. The recent
elimination of dividends on Federal Home Loan Bank of Pittsburgh (“FHLB”)
stock reduced interest income on investment securities by $53,000 during
the three months ended March 31, 2009 compared to the same period in 2008.
The average balance of investment securities increased by $5.8 million
during the three months ended March 31, 2009 compared to the comparable
prior year period.
|
|
Our
total interest and dividend income increased by $977,000 in the six month
period ended March 31, 2009 compared to the six month period ended March
31, 2008. Interest income earned on loans increased in the first half of
fiscal 2009 over the prior comparable period in fiscal 2008 due primarily
to growth in the loan portfolio. During the first six months of fiscal
2009 compared to the first six months of fiscal 2008, the average balance
of loans receivable increased by $101.9 million or 20.7% due primarily to
growth in the Company’s single-family residential mortgage loans,
commercial real estate loans and home equity lines of credit. The
increases in interest income in the first six month of fiscal 2009 from
our loan portfolio were partially offset by lower income amounts earned on
our investment securities portfolio primarily due to lower average yields
earned. The recent elimination of dividends on FHLB stock reduced
investment income in the amount of $118,000 during the six months ended
March 31, 2009 compared to the same period in 2008. The average balance of
investment securities increased by $2.3 million during the six months
ended March 31, 2009 compared to the comparable prior year
period.
|
|
Interest
Expense. Our total interest expense for the three month period
ended March 31, 2009 was $4.7 million, a decrease of $174,000 from the
three month period ended March 31, 2008. The Company had a $424,000
decrease in interest expense on total deposits in the second quarter of
fiscal 2009 compared to the second quarter in fiscal 2008, which was
partially offset by a $251,000 increase in interest expense on FHLB
borrowings. The average rate paid on deposits decreased to 2.88% for the
three months ended March 31, 2009 from 3.75% for the same period in 2008,
while the average rate paid on borrowed funds decreased to 4.79% in the
second quarter of fiscal 2009 compared to 5.59% in fiscal
2008.
|
|
Our
total interest expense for the six month period ended March 31, 2009 was
$9.5 million, a decrease of $340,000 from the six month period ended March
31, 2008. The Company had a $922,000 decrease in interest expense on total
deposits in the first six months of fiscal 2009 compared to the first six
months of fiscal 2008, which was partially offset by a $581,000 increase
in interest expense on FHLB borrowings. The average rate paid on deposits
decreased to 3.00% for the six months ended March 31, 2009 from 3.85% for
the same period in 2008, while the average rate paid on borrowed funds
decreased to 4.87% in the first six months of fiscal 2009 compared to
5.83% in fiscal 2008.
|
|
Provision
for Loan Losses. We have identified the evaluation of the allowance
for loan losses as a critical accounting policy where amounts are
sensitive to material variation. This policy is significantly affected by
our judgment and uncertainties and there is likelihood that materially
different amounts would be reported under different, but reasonably
plausible, conditions or assumptions. Our activity in the provision for
loan losses is undertaken in order to maintain a level of total allowance
for losses that management believes covers all known and inherent losses
that are both probable and reasonably estimable at each reporting date.
Our evaluation process typically includes, among other things, an analysis
of delinquency trends, non-performing loan trends, the level of
charge-offs and recoveries, prior loss experience, total loans
outstanding, the volume of loan originations, the type, size and
geographic concentration of our loans, the value of collateral securing
the loan, the borrower’s ability to repay and repayment performance, the
number of loans requiring heightened management oversight, local economic
conditions and industry experience. The establishment of the allowance for
loan losses is significantly affected by management judgment and
uncertainties and there is likelihood that different amounts would be
reported under different conditions or assumptions. Various regulatory
agencies, as an integral part of their examination process, periodically
review our allowance for loan losses. Such agencies may require us to make
additional provisions for estimated loan losses based upon judgments
different from those of
management.
|
The
provision for loan losses was $462,000 for the three months ended March
31, 2009 compared to $335,000 for the three months ended March 31, 2008.
The Company had approximately $415,000 of net charge-offs to the allowance
for loan losses for the three months ended March 31, 2009 compared to
$357,000 of net charge-offs for the three months ended March 31, 2008. The
Company charged-off $306,000 with respect to two commercial real estate
loans which were classified as impaired beginning in fiscal 2007. While we
have no sub-prime mortgage loans in our portfolio, the charge-offs during
the three months ended March 31, 2009, reflect, in part, the softening of
the economy.
|
|
The
provision for loan losses was $907,000 for the six months ended March 31,
2009 compared to $463,000 for the six months ended March 31, 2008. The
Company had approximately $1.6 million of net charge-offs to the allowance
for loan losses for the six months ended March 31, 2009 compared to
$372,000 of net charge-offs for the six months ended March 31,
2008.
|
|
We
will continue to monitor and modify our allowances for loan losses as
conditions dictate. No assurances can be given that our level of allowance
for loan losses will cover all of the inherent losses on our loans or that
future adjustments to the allowance for loan losses will not be necessary
if economic and other conditions differ substantially from the economic
and other conditions used by management to determine the current level of
the allowance for loan losses.
|
The
following table sets forth an analysis of our allowance for loan losses
for the periods
indicated.
|
For
the six months ended
March
31,
|
For
the year ended
September
30,
2008
|
|||||||||||
2009
|
2008
|
|||||||||||
(Dollars
in Thousands)
|
||||||||||||
Balance
at beginning of period
|
$ | 5,505 | $ | 4,541 | $ | 4,541 | ||||||
Provision
for loan losses
|
907 | 463 | 1,609 | |||||||||
Charge-offs:
|
||||||||||||
Mortgage:
|
||||||||||||
One-to
four-family
|
121 | 144 | 144 | |||||||||
Multi-family
|
— | — | — | |||||||||
Commercial
real estate
|
— | — | 90 | |||||||||
Construction
or development
|
— | — | — | |||||||||
Land
loans
|
— | — | — | |||||||||
Commercial:
|
||||||||||||
Real
estate
|
1,349 | — | — | |||||||||
Other
|
— | — | 4 | |||||||||
Consumer:
|
||||||||||||
Home
equity lines of credit
|
— | — | — | |||||||||
Second
mortgages
|
78 | 217 | 393 | |||||||||
Other
|
19 | 14 | 19 | |||||||||
Total
charge-offs
|
1,567 | 375 | 650 | |||||||||
Recoveries:
|
||||||||||||
Mortgage:
|
||||||||||||
One-to
four-family
|
— | — | — | |||||||||
Multi-family
|
— | — | — | |||||||||
Commercial
real estate
|
— | — | — | |||||||||
Construction
or development
|
— | — | — | |||||||||
Land
loans
|
— | — | — | |||||||||
Commercial
|
— | — | — | |||||||||
Total
recoveries
|
— | — | — | |||||||||
Consumer:
|
||||||||||||
Home
equity lines of credit
|
— | — | — | |||||||||
Second
mortgages
|
— | 2 | 2 | |||||||||
Other
|
2 | 1 | 3 | |||||||||
Total
recoveries
|
2 | 3 | 5 | |||||||||
Net
charge-offs
|
1,565 | 372 | 645 | |||||||||
Balance
at end of period
|
$ | 4,847 | $ | 4,632 | $ | 5,505 | ||||||
Ratios:
|
||||||||||||
Ratio
of allowance for loan losses to non-performing loans
|
48.89 | % | 73.88 | % | 63.36 | % | ||||||
Ratio
of net charge-offs to average loans outstanding annualized
|
0.53 | % | 0.15 | % | 0.12 | % | ||||||
Ratio
of net charge-offs to total allowance for loan losses
annualized
|
64.58 | % | 16.06 | % | 11.72 | % |
Other
Income. Our total other, or non-interest income, was $557,000 for
the three months ended March 31, 2009 compared to $428,000 for the three
months ended March 31, 2008. The $129,000 increase in other income was due
primarily to a $63,000 increase in earnings on bank owned life insurance,
as a result of an additional $5.0 million purchase during the quarter and
a $51,000 increase in service charges and other fees for the second
quarter of fiscal 2009.
|
|
Our
total other, or non-interest income, increased by $138,000 to $1.1 million
for the six months ended March 31, 2009 over the comparable prior year
period. An $86,000 increase in service charges and other fees, a $35,000
net gain on sale of investment securities available for sale and a $62,000
increase in earnings on bank owned life insurance were partially offset by
a $3,000 decrease in rental income and a $43,000 decrease in the gain on
sales of loans (net) in the first six months of fiscal
2009.
|
|
Other
Expenses. Our total other, or non-interest expenses, increased by
$498,000 in the quarter ended March 31, 2009 over the comparable prior
year period. The increases in the three months ended March 31, 2009
primarily reflect increased salary and benefit expense of $153,000, a
$74,000 increase in federal deposit insurance premiums, an $89,000
increase in professional fees, and a $124,000 increase in other operating
expenses. The increase in salary and benefit expense in the second quarter
of fiscal 2009 compared to the second quarter of fiscal 2008 reflects an
approximate 6% increase in the number of full-time equivalent employees,
normal salary increases, increased health care insurance costs and $29,000
of expense related to our employee stock ownership plan. In an effort to
contain other expenses, we implemented a bank-wide salary freeze effective
April 1, 2009. The increase in professional fees and other operating
expenses in the fiscal 2009 period primarily reflects the increased
regulatory and reporting costs incurred as a public
company.
|
|
Our
total other, or non-interest expenses, increased by $1.1 million in the
six months ended March 31, 2009 over the comparable prior year period. The
increases in the six months ended March 31, 2009 primarily reflect
increased salary and benefit expense, federal deposit insurance premiums,
and increases in other operating expenses and professional fees due in
large part to increased costs related to our new public company
status.
|
|
Income
Tax Expense. Our income tax expense was $120,000 for the three
months ended March 31, 2009 compared to $158,000 in expense for the three
months ended March 31, 2008. The change in tax expense for the second
quarter in fiscal 2009 was due to the Company’s decrease in income before
taxes compared to the three months ended March 31, 2008. Our effective tax
rate was 24.5% for the three months ended March 31, 2009 compared to 29.8%
for the three months ended March 31, 2008. The decrease in effective tax
rate was due to a larger portion of pre-tax income being from tax-exempt
income.
|
|
Our
income tax expense was $350,000 for the six months ended March 31, 2009
compared to $436,000 in expense for the six months ended March 31, 2008.
Again, the primary reason for the difference was the change in tax expense
for the second quarter in fiscal 2009 was due to the Company’s decrease in
income before taxes for the second quarter in fiscal 2009. Our effective
tax rate was 28.3% for the six months ended March 31, 2009, compared to
31.8% for the six months ended March 31, 2008. The decrease in effective
tax rate was due to a larger portion of pre-tax income being from
tax-exempt income.
|
Liquidity and Capital Resources | |
Our
primary sources of funds are from deposits, FHLB borrowings, amortization
of loans, loan prepayments and the maturity of loans, mortgage-backed
securities and other investments, and other funds provided from
operations. While scheduled payments from the amortization of loans and
mortgage-backed securities and maturing investment securities are
relatively predictable sources of funds, deposit flows and loan
prepayments can be greatly influenced by general interest rates, economic
conditions and competition. We also maintain excess funds in short-term,
interest-bearing assets that provide additional liquidity. At March 31,
2009, our cash and cash equivalents amounted to $21.5 million. In
addition, at such date our available for sale investment securities
amounted to $22.8 million.
|
|
In
addition to cash flow from loan and securities payments and prepayments as
well as from sales of available for sale securities, we have significant
borrowing capacity available to fund liquidity needs. In recent years we
have utilized borrowings as a cost efficient addition to deposits as a
source of funds. Our borrowings consist primarily of advances from the
Federal Home Loan Bank of Pittsburgh, of which we are a member. Under
terms of the collateral agreement with the Federal Home Loan Bank, we
pledge residential mortgage loans and mortgage-backed securities as well
as our stock in the Federal Home Loan Bank as collateral for such
advances.
|
|
We
use our liquidity to fund existing and future loan commitments, to fund
maturing certificates of deposit and demand deposit withdrawals, to invest
in other interest-earning assets, and to meet operating expenses. At March
31, 2009, we had certificates of deposit maturing within the next 12
months amounting to $196.5 million. Based upon historical experience, we
anticipate that a significant portion of the maturing certificates of
deposit will be redeposited with us. For the six months ended March 31,
2009, the average balance of our outstanding FHLB advances was $107.6
million. At March 31, 2009, we had $105.3 million in outstanding long-term
FHLB advances and we had $250.3 million in additional FHLB advances
available to us. In addition, at March 31, 2009, we had a $50.0 million in
line of credit with the FHLB, none of which was outstanding at such
date.
|
|
The
following table summarizes our contractual cash obligations at March 31,
2009.
|
Payments
Due by Period
|
||||||||||||||||
Less
Than
One
Year
|
One
To
Three
Years
|
Three
To
Five
Years
|
More
Than
Five
Years
|
Total
|
||||||||||||
(In
Thousands)
|
||||||||||||||||
Certificates
of deposit
|
$
|
196,456
|
$
|
104,694
|
$
|
7,355
|
$
|
7,224
|
$
|
315,729
|
||||||
Long-term
debt obligations
|
20,000
|
37,290
|
—
|
48,000
|
105,290
|
|||||||||||
Operating
lease obligations
|
84
|
168
|
168
|
84
|
504
|
|||||||||||
Total
contractual obligations
|
$
|
216,540
|
$
|
142,152
|
$
|
7,523
|
$
|
55,308
|
$
|
421,523
|
We
anticipate that we will continue to have sufficient funds and alternative
funding sources to meet our current commitments.
|
|
Impact
of Inflation and Changing Prices
|
|
The
financial statements, accompanying notes, and related financial data of
the Company presented herein have been prepared in accordance with
generally accepted accounting principles, which require the measurement of
financial position and operating results in terms of historical dollars
without considering the changes in purchasing power of money over time due
to inflation. The impact of inflation is reflected in the increased cost
of operations. Most of our assets and liabilities are monetary in nature;
therefore, the impact of interest rates has a greater impact on our
performance than the effects of general levels of inflation. Interest
rates do not necessarily move in the same direction or to the same extent
as the prices of goods and
services.
|
1.
The following directors were elected by the requisite plurality of the
votes cast to serve on Malvern Federal Bancorp, Inc.’s Board of
Directors:
|
||||||
Name
of Nominee
|
For
|
Withheld
|
||||
Joseph
E. Palmer, Jr.
|
5,744,087
|
74,493
|
||||
John
B. Yerkes, Jr.
|
5,749,785
|
68,795
|
||||
Therese
Woodman
|
5,738,716
|
79,864
|
||||
For
|
Against
|
Abstain
|
Broker
Non-Votes
|
||||||
2.
To ratify the appointment of Beard Miller Company LLP as independent
registered public accounting firm for the year ending September 30,
2009
|
5,804,951
|
9,139
|
4,490
|
n/a
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification of the Chief Executive
Officer
|
31.2
|
Rule
13a-14(a)/15d-14(a) Section 302 Certification of the Chief Financial
Officer
|
32.1
|
Section
1350 Certification
|
MALVERN
FEDERAL BANCORP, INC.
|
||||
Date:
May 14, 2009
|
By:
|
/s/ Ronald Anderson | ||
Ronald
Anderson
|
||||
President
and Chief Executive Officer
|
||||
Date:
May 14, 2009
|
By:
|
/s/ Dennis Boyle | ||
Dennis
Boyle
|
||||
Senior
Vice President
and
Chief Financial Officer
|