UNITED
STATES
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SECURITIES
AND EXCHANGE COMMISSION
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Washington,
DC 20549
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FORM
10-Q
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(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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For
the quarterly period ended June 30, 2009
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OR
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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
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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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x Yes
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o No
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Indicate
by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File
required to be submitted and posted pursuant to Rule 405 of Regulation S-T
(§232.405 of this chapter) during the preceding 12 months (or for such
shorter period that the registrant was required
to submit and post such
files).
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o Yes
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o No
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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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o Yes
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x No
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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 June 30, 2009 and
September 30, 2008
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1
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|||
Unaudited
Consolidated Statements of Income for the three and nine months ended June
30, 2009 and 2008
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2
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|||
Unaudited
Consolidated Statements of Changes in Shareholders’ Equity for the nine
months ended June 30, 2009 and 2008
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3
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|||
Unaudited
Consolidated Statements of Cash Flows for the nine months ended June 30,
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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26
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Item
3.
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Quantitative
and Qualitative Disclosures About Market Risk
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39
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Item
4T.
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Controls
and Procedures
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39
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PART
II - OTHER
INFORMATION
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||||
Item
1.
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Legal
Proceedings
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39
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Item
1A.
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Risk
Factors
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39
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Item
2.
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Unregistered
Sales of Equity Securities and Use of Proceeds
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40
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Item
3.
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Defaults
Upon Senior Securities
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40
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Item
4.
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Submission
of Matters to a Vote of Security Holders
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40
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Item
5.
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Other
Information
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40
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Item
6.
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Exhibits
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40
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Signatures
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41
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Malvern
Federal Bancorp, Inc. and Subsidiaries
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Consolidated
Statements of Financial Condition
(Unaudited)
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June
30, 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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$ | 9,912,881 | $ | 5,727,820 | ||||
Interest
bearing deposits in depository institutions
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26,364,242 | 7,194,477 | ||||||
Cash
and Cash Equivalents
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36,277,123 | 12,922,297 | ||||||
Investment
securities available for sale
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27,512,712 | 21,968,607 | ||||||
Investment
securities held to maturity (fair value of $2,564,842 and $2,830,221,
respectively)
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2,496,568 | 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 $5,043,357 and $5,504,512,
respectively
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600,343,081 | 571,536,460 | ||||||
Accrued
interest receivable
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2,315,065 | 2,452,694 | ||||||
Property
and equipment, net
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8,591,560 | 9,018,484 | ||||||
Deferred
income taxes, net
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2,537,648 | 2,257,575 | ||||||
Bank-owned
life insurance
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13,509,741 | 8,135,630 | ||||||
Real
estate owned
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4,939,570 | 230,262 | ||||||
Other
assets
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2,227,561 | 1,221,188 | ||||||
Total
Assets
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$ | 707,317,602 | $ | 639,508,707 | ||||
Liabilities
and Shareholders’ Equity
|
||||||||
Liabilities
|
||||||||
Deposits:
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||||||||
Deposits-noninterest-bearing
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$ | 19,556,344 | $ | 18,470,229 | ||||
Deposits-interest-bearing
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507,193,316 | 435,022,907 | ||||||
Total
Deposits
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526,749,660 | 453,493,136 | ||||||
FHLB
line of credit
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— | 8,500,000 | ||||||
FHLB
advances
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104,957,307 | 105,298,447 | ||||||
Advances
from borrowers for taxes and insurance
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3,638,465 | 1,579,203 | ||||||
Accrued
interest payable
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753,503 | 894,061 | ||||||
Other
liabilities
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1,441,825 | 908,161 | ||||||
Total
Liabilities
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637,540,760 | 570,673,008 | ||||||
Commitments
and Contingencies
|
— | — | ||||||
Shareholders’
Equity
|
||||||||
Preferred
stock, $0.01 par value, 10,000,000 shares authorized, none
issued
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— | — | ||||||
Common
stock, $0.01 par value, 40,000,000 shares authorized, issued and
outstanding: 6,152,500 shares
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61,525 | 61,525 | ||||||
Additional
paid-in capital
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25,941,198 | 25,959,169 | ||||||
Retained
earnings
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46,400,501 | 45,663,389 | ||||||
Unearned
Employee Stock Ownership Plan (ESOP) shares
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(2,480,947 | ) | (2,571,028 | ) | ||||
Accumulated
other comprehensive loss
|
(145,435 | ) | (277,356 | ) | ||||
Total
Shareholders’ Equity
|
69,776,842 | 68,835,699 | ||||||
Total
Liabilities and Shareholders’ Equity
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$ | 707,317,602 | $ | 639,508,707 | ||||
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Consolidated
Statements of Income
(Unaudited)
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For
The Three Months Ended
June
30,
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For
the Nine Months Ended
June
30,
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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
|
||||||||||||||||
Loans,
including fees
|
$ | 8,343,350 | $ | 8,023,758 | $ | 25,265,115 | $ | 23,693,454 | ||||||||
Investment
securities, taxable
|
214,116 | 189,623 | 630,204 | 665,549 | ||||||||||||
Investment
securities, tax-exempt
|
18,988 | 21,042 | 61,077 | 70,942 | ||||||||||||
Dividends,
restricted stock
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— | 63,941 | — | 182,056 | ||||||||||||
Interest-bearing
cash accounts
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15,514 | 47,550 | 40,471 | 161,462 | ||||||||||||
Total
Interest and Dividend Income
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8,591,968 | 8,345,914 | 25,996,867 | 24,773,463 | ||||||||||||
Interest
Expense
|
||||||||||||||||
Deposits
|
3,406,534 | 3,495,575 | 10,318,468 | 11,329,166 | ||||||||||||
Short-term
borrowings
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— | 29,154 | 8,699 | 106,528 | ||||||||||||
Long-term
borrowings
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1,293,693 | 1,071,214 | 3,905,962 | 3,033,600 | ||||||||||||
Total
Interest Expense
|
4,700,227 | 4,595,943 | 14,233,129 | 14,469,294 | ||||||||||||
Net
Interest Income
|
3,891,741 | 3,749,971 | 11,763,738 | 10,304,169 | ||||||||||||
Provision
for Loan Losses
|
310,000 | 405,506 | 1,217,423 | 868,506 | ||||||||||||
Net
Interest Income after Provision for Loan Losses
|
3,581,741 | 3,344,465 | 10,546,315 | 9,435,663 | ||||||||||||
Other
Income
|
||||||||||||||||
Service
charges and other fees
|
376,536 | 321,044 | 1,006,144 | 891,348 | ||||||||||||
Rental
income
|
63,993 | 62,377 | 190,959 | 192,115 | ||||||||||||
Gain
on sale of investment securities available for sale, net
|
1,324 | — | 28,530 | — | ||||||||||||
Gain
on disposal of fixed assets
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— | — | 8,200 | — | ||||||||||||
Gain
on sale of loans, net
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— | — | — | 42,788 | ||||||||||||
Gain
(loss) on sale of other real estate owned, net
|
(17,715 | ) | — | (17,715 | ) | — | ||||||||||
Earnings
on bank owned life insurance
|
137,951 | 85,964 | 374,111 | 260,336 | ||||||||||||
Total
Other Income
|
562,089 | 469,385 | 1,590,229 | 1,386,587 | ||||||||||||
Other
Expenses
|
||||||||||||||||
Salaries
and employee benefits
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1,662,702 | 1,391,584 | 4,746,719 | 4,155,456 | ||||||||||||
Occupancy
expense
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457,686 | 483,306 | 1,414,175 | 1,468,428 | ||||||||||||
Federal
deposit insurance premiums
|
413,444 | 11,996 | 581,774 | 36,394 | ||||||||||||
Advertising
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189,879 | 195,345 | 552,141 | 495,664 | ||||||||||||
Data
processing
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280,914 | 217,484 | 866,015 | 700,377 | ||||||||||||
Professional
fees
|
238,618 | 137,503 | 745,039 | 386,802 | ||||||||||||
Real
estate owned expense
|
223,928 | — | 223,929 | — | ||||||||||||
Other
operating expenses
|
550,664 | 311,467 | 1,643,630 | 1,140,520 | ||||||||||||
Charitable
contribution to foundation
|
— | 1,229,270 | — | 1,229,270 | ||||||||||||
Total
Other Expenses
|
4,017,835 | 3,977,955 | 10,773,422 | 9,612,911 | ||||||||||||
Income
(Loss) Before Income Taxes
|
125,995 | (164,105 | ) | 1,363,122 | 1,209,339 | |||||||||||
Income
Taxes (Benefit)
|
(28,276 | ) | (101,488 | ) | 321,461 | 334,998 | ||||||||||
Net
Income (Loss)
|
$ | 154,271 | $ | (62,617 | ) | $ | 1,041,661 | $ | 874,341 | |||||||
Basic
Earnings Per Share
|
$ | 0.03 | N/A | $ | 0.18 | N/A | ||||||||||
Dividends
Declared Per Share
|
$ | 0.03 | N/A | $ | 0.11 | N/A |
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Consolidated
Statements of Changes in Shareholders’ Equity
(Unaudited)
|
Common
Stock
|
Additional
Paid-In
Capital
|
Retained
Earnings
|
Unearned
ESOP
Shares
|
Accumulated
Other
Comprehensive
Loss
|
Total
Shareholders’
Equity
|
|||||||||||||||||||
Balance,
October 1, 2007
|
$ | — | $ | — | $ | 44,321,829 | $ | — | $ | (282,654 | ) | $ | 44,039,175 | |||||||||||
Comprehensive
income:
|
||||||||||||||||||||||||
Net
income
|
— | — | 874,341 | — | — | 874,371 | ||||||||||||||||||
Net
change in unrealized loss on securities available for sale, net of tax
effect
|
— | — | — | — | (48,092 | ) | (48,092 | ) | ||||||||||||||||
Total
comprehensive income
|
— | — | — | — | — | 826,249 | ||||||||||||||||||
Proceeds
from issuance of common stock, net of offering expense of
$1,700,000
|
61,525 | 25,924,725 | — | — | — | 25,986,250 | ||||||||||||||||||
Purchase
of stock for ESOP
|
— | — | — | (996,176 | ) | — | (996,176 | ) | ||||||||||||||||
Balance,
June 30, 2008
|
$ | 61,525 | $ | 25,924,725 | $ | 45,196,170 | $ | (996,176 | ) | $ | (330,746 | ) | $ | 69,855,498 | ||||||||||
Balance,
October 1, 2008
|
$ | 61,525 | $ | 25,959,169 | $ | 45,663,389 | $ | (2,571,028 | ) | $ | (277,356 | ) | $ | 68,835,699 | ||||||||||
Comprehensive
income:
|
||||||||||||||||||||||||
Net
income
|
— | — | 1,041,661 | — | — | 1,041,661 | ||||||||||||||||||
Net
change in unrealized loss on securities available for sale, net of tax
effect
|
— | — | — | — | 131,921 | 131,921 | ||||||||||||||||||
Total
comprehensive income
|
— | — | — | — | — | 1,173,582 | ||||||||||||||||||
Cash
dividends declared ($0.11 per share)
|
— | — | (304,549 | ) | — | — | (304,549 | ) | ||||||||||||||||
Committed
to be released ESOP shares
|
— | (17,971 | ) | — | 90,081 | — | 72,110 | |||||||||||||||||
Balance,
June 30, 2009
|
$ | 61,525 | $ | 25,941,198 | $ | 46,400,501 | $ | (2,480,947 | ) | $ | (145,435 | ) | $ | 69,776,842 |
See
notes to unaudited consolidated financial
statements.
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Consolidated
Statements of Cash Flows
(Unaudited)
|
Nine
Months Ended June 30,
|
||||||||
2009
|
2008
|
|||||||
Cash
Flows from Operating Activities
|
||||||||
Net
income
|
$ | 1,041,661 | $ | 874,341 | ||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Depreciation
expense
|
704,834 | 690,650 | ||||||
Provision
for loan losses
|
1,217,423 | 868,506 | ||||||
Deferred
income taxes
|
(351,201 | ) | (927,404 | ) | ||||
ESOP
expenses
|
72,110 | — | ||||||
Amortization
of premiums and (accretion) of discounts on investment securities,
net
|
(93,550 | ) | 186,285 | |||||
Amortization
of mortgage servicing rights
|
86,582 | 97,654 | ||||||
Net
gain on sale of investment securities available for sale
|
(28,530 | ) | — | |||||
Net
gain on disposal of fixed assets
|
(8,200 | ) | — | |||||
Net
gain on sale of loans
|
— | (42,788 | ) | |||||
Decrease
in accrued interest receivable
|
137,629 | 236,950 | ||||||
Decrease
in accrued interest payable
|
(140,558 | ) | (231,564 | ) | ||||
Increase
in other liabilities
|
533,664 | 107,350 | ||||||
Earnings
on bank-owned life insurance
|
(374,111 | ) | (260,336 | ) | ||||
(Increase)
decrease in other assets
|
(1,065,278 | ) | 555,295 | |||||
Amortization
of loan origination fees and costs
|
(80,266 | ) | (1,038,826 | ) | ||||
Increase
in income tax payable
|
— | 48,827 | ||||||
Net
Cash Provided by Operating Activities
|
1,652,209 | 1,164,940 | ||||||
Cash
Flows from Investing Activities
|
||||||||
Proceeds
from maturities and principal collections:
|
||||||||
Investment
securities held to maturity
|
371,509 | 190,681 | ||||||
Investment
securities available for sale
|
8,513,425 | 14,946,081 | ||||||
Proceeds
from sales, investment securities available for sale
|
1,149,754 | — | ||||||
Purchases
of investment securities held to maturity
|
— | (1,639,244 | ) | |||||
Purchases
of investment securities available for sale
|
(14,880,386 | ) | (8,995,470 | ) | ||||
Proceeds
from sale of loans
|
— | 9,301,059 | ||||||
Purchase
of other real estate owned
|
(780,281 | ) | — | |||||
Loan
purchases
|
(35,661,199 | ) | (79,359,267 | ) | ||||
Loan
originations and principal collections, net
|
1,788,394 | 4,518,044 | ||||||
Purchases
of bank-owned life insurance
|
(5,000,000 | ) | — | |||||
Net
decrease (increase) in FHLB stock
|
328,700 | (817,400 | ) | |||||
Purchases
of property and equipment
|
(269,710 | ) | (291,109 | ) | ||||
Net
Cash Used in Investing Activities
|
(44,439,794 | ) | (62,246,625 | ) | ||||
Cash
Flows from Financing Activities
|
||||||||
Net
increase (decrease) in deposits
|
73,256,524 | 4,728,865 | ||||||
Net
(decrease) increase in short-term borrowings
|
(8,500,000 | ) | 3,000,000 | |||||
Proceeds
from long-term borrowings
|
5,000,000 | 17,495,400 | ||||||
Repayment
of long-term borrowings
|
(5,341,140 | ) | — | |||||
Increase
in advances from borrowers for taxes and insurance
|
2,059,262 | 2,644,200 | ||||||
Proceeds
from stock issuance, net of expenses
|
— | 25,986,250 | ||||||
ESOP
shares purchased
|
— | (996,176 | ) | |||||
Cash
dividends paid
|
(332,235 | ) | — | |||||
Net
Cash Provided by Financing Activities
|
66,142,411 | 52,858,539 | ||||||
Net
Increase (Decrease) in Cash and Cash Equivalents
|
23,354,826 | (8,223,146 | ) | |||||
Cash
and Cash Equivalents – Beginning
|
12,922,297 | 18,966,750 | ||||||
Cash
and Cash Equivalents – Ending
|
$ | 36,277,123 | $ | 10,743,604 | ||||
Supplementary
Cash Flows Information
|
||||||||
Interest
paid
|
$ | 14,373,687 | $ | 14,700,858 | ||||
Income
taxes paid
|
$ | 455,300 | $ | 1,271,761 | ||||
Non-cash
transfer of loans to foreclosed real estate
|
$ | 4,036,865 | $ | 212,500 |
See
notes to unaudited consolidated financial
statements.
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
The
consolidated financial statements at June 30, 2009 and September 30, 2008
and for the three and nine months ended June 30, 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 nine months ended June 30, 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 nine
months ended June 30, 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)
|
|
Effective
April 1, 2009, the Company adopted Statement of Financial Accounting
Standards (“SFAS”) No. 165, Subsequent Events. SFAS No. 165 establishes
general standards for accounting for and disclosure of events that occur
after the balance sheet date but before financial statements are issued.
SFAS No. 165 sets forth the period after the balance sheet date during
which management of a reporting entity should evaluate events or
transactions that may occur for potential recognition in the financial
statements, identifies the circumstances under which an entity should
recognize events or transactions occurring after the balance sheet date in
its financial statements, and the disclosures that should be made about
events or transactions that occur after the balance sheet date. In
preparing these financial statements, the Company evaluated the events and
transactions that occurred between June 30, 2009 through August 7, 2009,
the date these financial statements were issued.
|
|
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 $6,281,000 and $1,840,000 at June 30, 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.
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
Note
2 – Summary of Significant Accounting Policies
(Continued)
|
|
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.
|
|
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 June 30, 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 June 30, 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 $54,753 and $113,047, for the three and nine months ended June 30,
2009, respectively. For the three and nine months ended June 30, 2008 the
Company’s matching contribution related to the plan resulted in expenses
of $57,493, and $167,963, 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 $721,514 and $617,724 at June 30, 2009 and September 30,
2008, respectively. The expense associated with the Plans for the three
and nine months ended June 30, 2009 was $33,634 and $103,790,
respectively. For the three and nine months ended June 30, 2008 the
expense associated with the Plans was $32,842 and $98,620,
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
June 30, |
For
the Nine Months Ended
June 30, |
|||||||||||||||
2009
|
2008
|
2009
|
2008
|
|||||||||||||
Unrealized
holding gains (losses) on available for sale securities
|
$ | 165,005 | $ | (337,540 | ) | $ | 203,050 | $ | (78,390 | ) | ||||||
Reclassification
adjustment for gains included in net income
|
1,325 | — | 28,530 | — | ||||||||||||
Net
Unrealized Gains (Losses)
|
166,330 | (337,540 | ) | 231,580 | (78,390 | ) | ||||||||||
Income
tax expense (benefit)
|
(61,606 | ) | 130,459 | (99,659 | ) | 30,298 | ||||||||||
Net
of Tax Amount
|
$ | 104,724 | $ | (207,081 | ) | $ | 131,921 | $ | (48,092 | ) |
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
|
Notes
to Consolidated Financial Statements (Unaudited)
|
|
Note
2 – Summary of Significant Accounting Policies
(Continued)
|
|
Recent
Accounting Pronouncements
|
|
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 adoption of FSP FAS 157-4 had no
material impact on our consolidated financial position or results of
operations.
|
|
FSP
FAS 115-2 and FAS 124-2
|
|
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 clarify 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.
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
|
Notes
to Consolidated Financial Statements (Unaudited)
|
|
Note
2 – Summary of Significant Accounting Policies
(Continued)
|
|
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 adoption of FSP FAS
115-2 and FAS 124-2 had no material impact on our consolidated financial
position or results of operations.
|
|
FSP
SFAS 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 SFAS 107-1 and
APB 28-1 amend SFAS 107, “Disclosures about Fair Value of Financial
Instruments,” to require an entity to provide disclosures about the fair
value of financial instruments in interim financial information and amends
Accounting Principles Board (APB) Opinion No. 28, “Interim Financial
Reporting,” to require those disclosures in summarized financial
information at interim reporting periods. The new interim disclosures
required by FSP SFAS 107-1 and APB 28-1 are included in Note 8 - Fair
Value Measurements.
|
|
FASB
Statement No. 166
|
|
In
June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of
Financial Assets, an amendment of FASB Statement No. 140. This statement
prescribes the information that a reporting entity must provide in its
financial reports about a transfer of financial assets; the effects of a
transfer on its financial position, financial performance and cash flows;
and a transferor’s continuing involvement in transferred financial assets.
Specifically, among other aspects, SFAS 166 amends Statement of Financial
Standard No. 140, Accounting for Transfers and Servicing of Financial
Assets and Extinguishments of Liabilities, or SFAS 140, by removing the
concept of a qualifying special-purpose entity from SFAS 140 and removes
the exception from applying FIN 46(R) to variable interest entities that
are qualifying special-purpose entities. It also modifies the
financial-components approach used in SFAS 140. SFAS 166 is effective for
fiscal years beginning after November 15, 2009. We have not determined the
effect that the adoption of SFAS 166 will have on our financial position
or results of
operations.
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
|
Notes
to Consolidated Financial Statements (Unaudited)
|
|
Note
2 – Summary of Significant Accounting Policies
(Continued)
|
|
FASB
Statement No. 167
|
|
In
June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation
No. 46(R). This statement amends FASB Interpretation No. 46, Consolidation
of Variable Interest Entities (revised December 2003) — an interpretation
of ARB No. 51, or FIN 46(R), to require an enterprise to determine whether
it’s variable interest or interests give it a controlling financial
interest in a variable interest entity. The primary beneficiary of a
variable interest entity is the enterprise that has both (1) the power to
direct the activities of a variable interest entity that most
significantly impact the entity’s economic performance and (2) the
obligation to absorb losses of the entity that could potentially be
significant to the variable interest entity or the right to receive
benefits from the entity that could potentially be significant to the
variable interest entity. SFAS 167 also amends FIN 46(R) to require
ongoing reassessments of whether an enterprise is the primary beneficiary
of a variable interest entity. SFAS 167 is effective for fiscal years
beginning after November 15, 2009. We have not determined the effect that
the adoption of SFAS 167 will have on our financial position or results of
operations.
|
|
FASB
Statement No. 168
|
|
In
June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting
Principles, a replacement of FASB Statement No. 162. SFAS 168 replaces
SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles,
to establish the FASB Accounting Standards Codification as the source of
authoritative accounting principles recognized by the FASB to be applied
by nongovernmental entities in preparation of financial statements in
conformity with generally accepted accounting principles in the United
States. SFAS 168 is effective for interim and annual periods ending after
September 15, 2009. We do not expect the adoption of this standard to have
an impact on our financial position or results of
operations.
|
Malvern
Federal Bancorp, Inc. and Subsidiaries
|
|
Notes
to Consolidated Financial Statements (Unaudited)
|
|
Note
3 – Earnings Per Share
|
|
Earnings
Per Share
|
|
Basic
earnings per common share is computed based on the weighted average number
of shares outstanding. Diluted earnings per share is computed based on the
weighted average number of shares outstanding and common stock equivalents
(“CSEs”) that would arise from the exercise of dilutive securities. As of
June 30, 2009 and for the three and nine months ended June 30, 2009, the
Company did not issue and does not have any outstanding CSEs. For the
three and nine months ended June 30, 2009, earnings per share is shown
below. For the three and nine months ended June 30, 2008, there were no
CSEs. Due to the timing of the Bank’s reorganization into the mutual
holding company form and the completion of the Company’s initial public
offering on May 19, 2008, earnings per share for the period from May 19,
2008 to June 30, 2008 is not considered meaningful and is not
shown.
|
|
The
following table sets forth the composition of the weighted average shares
(denominator) used in the basic earnings per share
computation.
|
Three
Months Ended
June
30, 2009
|
Nine
Months Ended
June
30, 2009
|
||||||||
Net
Income
|
$ | 154,271 | $ | 1,041,661 | |||||
Weighted
average shares outstanding
|
6,152,500 | 6,152,500 | |||||||
Average
unearned ESOP shares
|
(228,318 | ) | (231,690 | ) | |||||
Weighted
average shares outstanding - basic
|
5,924,182 | 5,920,810 | |||||||
Earnings
per share – basic
|
$ | 0.03 | $ | 0.18 |
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 nine months ended June 30, 2009, approximately 3,350 and 10,051
shares, respectively, were committed to be released. ESOP expense for the
three and nine months ended June 30, 2009 was $9,790 and $72,110,
respectively. At June 30, 2009, there were 226,661 unallocated shares, at
an average cost of $10.86 per share, held by the ESOP having an aggregate
fair value of $2,209,945 at such
date.
|
Malvern
Federal Bancorp,
Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
June
30, 2009
|
||||||||||||||||
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair
Value
|
|||||||||||||
U.S.
government securities
|
$ | 999,264 | $ | 14,799 | $ | — | $ | 1,014,063 | ||||||||
U.S.
agency securities
|
6,148,802 | 13,176 | (2,930 | ) | 6,159,048 | |||||||||||
FHLB
notes
|
3,496,236 | 81,429 | — | 3,577,665 | ||||||||||||
Tax-exempt
securities
|
2,067,812 | 3,358 | (34,133 | ) | 2,037,037 | |||||||||||
Trust
preferred security
|
1,000,000 | — | (430,570 | ) | 569,430 | |||||||||||
Corporate
|
1,292,143 | 23,331 | (212 | ) | 1,315,262 | |||||||||||
15,004,257 | 136,093 | (467,845 | ) | 14,672,505 | ||||||||||||
Mortgage-backed
securities:
|
||||||||||||||||
FNMA:
|
||||||||||||||||
Adjustable-rate
|
4,974,063 | 111,594 | (1,938 | ) | 5,083,719 | |||||||||||
Fixed-rate
|
2,276,121 | 11,586 | — | 2,287,707 | ||||||||||||
Balloon
|
526,002 | 262 | — | 526,264 | ||||||||||||
FHLMC:
|
||||||||||||||||
Adjustable-rate
|
1,197,422 | 3,974 | (4,828 | ) | 1,196,568 | |||||||||||
Fixed-rate
|
720,912 | 37,665 | — | 758,577 | ||||||||||||
GNMA,
adjustable-rate
|
217,334 | 2,751 | — | 220,085 | ||||||||||||
CMO,
fixed-rate
|
2,817,109 | 1,408 | (51,230 | ) | 2,767,287 | |||||||||||
12,728,963 | 169,240 | (57,996 | ) | 12,840,207 | ||||||||||||
$ | 27,733,220 | $ | 305,333 | $ | (525,841 | ) | $ | 27,512,712 |
Malvern
Federal Bancorp,
Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
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 security
|
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)
|
June
30, 2009
|
||||||||||||||||
Amortized
Cost
|
Gross
Unrealized
Gains
|
Gross
Unrealized
Losses
|
Fair
Value
|
|||||||||||||
Mortgage-backed
securities:
|
||||||||||||||||
GNMA,
adjustable-rate
|
$ | 305,979 | $ | 6,673 | $ | (18 | ) | $ | 312,634 | |||||||
GNMA,
fixed-rate
|
2,543 | 165 | — | 2,708 | ||||||||||||
FNMA,
fixed-rate
|
2,188,046 | 61,454 | — | 2,249,500 | ||||||||||||
$ | 2,496,568 | $ | 68,292 | $ | (18 | ) | $ | 2,564,842 |
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
June 30, 2009
|
At
September 30, 2008
|
|||||||
Mortgage
Loans:
|
||||||||
One-to
four-family
|
$ | 254,028,275 | $ | 248,118,373 | ||||
Multifamily
|
10,484,376 | 1,906,328 | ||||||
Construction
or development
|
49,999,040 | 45,451,367 | ||||||
Land
loans
|
3,374,280 | 4,529,976 | ||||||
Commercial
real estate
|
138,423,174 | 138,522,139 | ||||||
Total
Mortgage Loans
|
456,309,145 | 438,528,183 | ||||||
Commercial
Loans
|
15,177,502 | 17,259,581 | ||||||
Consumer
Loans:
|
||||||||
Home
equity lines of credit
|
19,672,748 | 12,392,703 | ||||||
Second
mortgages
|
109,203,835 | 103,741,105 | ||||||
Other
|
1,127,181 | 1,303,639 | ||||||
Total
Consumer Loans
|
130,003,764 | 117,437,447 | ||||||
Total
Loans
|
601,490,411 | 573,225,211 | ||||||
Deferred
loan costs, net
|
3,896,027 | 3,815,761 | ||||||
Allowance
for loan losses
|
(5,043,357 | ) | (5,504,512 | ) | ||||
$ | 600,343,081 | $ | 571,536,460 |
Malvern
Federal Bancorp Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
Nine
Months Ended
June
30, 2009
|
Nine
Months Ended
June
30, 2008
|
Year
Ended
September
30, 2008
|
||||||||||
Balance
at beginning of period
|
$ | 5,504,512 | $ | 4,541,143 | $ | 4,541,143 | ||||||
Provision
for loan losses
|
1,217,423 | 868,506 | 1,608,506 | |||||||||
Charge-offs
|
(1,682,273 | ) | (645,524 | ) | (649,937 | ) | ||||||
Recoveries
|
3,695 | 3,900 | 4,800 | |||||||||
Net
Charge-offs
|
(1,678,578 | ) | (641,624 | ) | (645,137 | ) | ||||||
Balance
at end of period
|
$ | 5,043,357 | $ | 4,768,025 | $ | 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 June 30, 2009
|
||||||||||||||||||||||||
Tangible
Capital (to tangible assets)
|
$ | 62,277,476 | 8.87 | % | $ | 10,533,981 | 1.50 | % | N/A | |||||||||||||||
Core
Capital (to adjusted total assets)
|
62,277,476 | 8.87 | 28,090,616 | 4.00 | $ | 35,113,270 | 5.00 | % | ||||||||||||||||
Tier
1 Capital (to risk-weighted assets)
|
62,277,476 | 11.54 | 21,763,141 | 4.00 | 32,644,712 | 6.00 | ||||||||||||||||||
Total
risk-based Capital (to risk-weighted assets)
|
67,320,832 | 12.47 | 43,526,283 | 8.00 | 54,407,853 | 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)
|
Malvern
Federal Bancorp Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
June
30,
2009
|
||||||||||||||||
Total
|
Level
1
|
Level
2
|
Level
3
|
|||||||||||||
Investment
securities available for sale
|
$ | 14,672,505 | $ | — | $ | 14,672,505 | $ | — | ||||||||
Mortgage-backed
securities available for sale
|
12,840,207 | — | 12,840,207 | — | ||||||||||||
Total
|
$ | 27,512,712 | $ | — | $ | 27,512,712 | $ | — |
June
30,
2009
|
||||||||||||||||
Total
|
Level
1
|
Level
2
|
Level
3
|
|||||||||||||
Real
estate owned (1)
|
$ | 4,939,570 | $ | — | $ | — | $ | 4,939,570 | ||||||||
Impaired
loans(2)
|
6,357,261 | — | — | 6,357,261 | ||||||||||||
Total
|
$ | 11,296,831 | $ | — | $ | — | $ | 11,296,831 |
June
30,
2009
|
||||||||||||||||
Balance
as of
September
30, 2008
|
Additions
|
Sales
|
Balance
as of
June
30, 2009
|
|||||||||||||
One-to
four family
|
$ | 230,262 | $ | 1,607,318 | $ | 125,550 | $ | 1,712,030 | ||||||||
Commercial
real estate
|
— | 3,122,917 | — | 3,122,917 | ||||||||||||
Commercial
|
— | 19,615 | — | 19,615 | ||||||||||||
Second
mortgages
|
— | 85,008 | — | 85,008 | ||||||||||||
Total
|
$ | 230,262 | $ | 4,834,858 | $ | 125,550 | $ | 4,939,570 |
Malvern
Federal Bancorp Inc. and Subsidiaries
|
Notes
to Consolidated Financial Statements
(Unaudited)
|
June
30,
2009
|
September
30,
2008
|
|||||||||||||||
Carrying
Amount
|
Estimated
Fair
Value
|
Carrying
Amount
|
Estimated
Fair
Value
|
|||||||||||||
Financial
assets
|
||||||||||||||||
Cash
and cash equivalents
|
$ | 36,277,123 | $ | 36,277,123 | $ | 12,922,297 | $ | 12,922,297 | ||||||||
Investment
securities available for sale
|
27,512,712 | 27,512,712 | 21,968,607 | 21,968,607 | ||||||||||||
Investment
securities held for sale
|
2,496,568 | 2,564,842 | 2,869,837 | 2,830,221 | ||||||||||||
Loan
receivable, net
|
600,343,081 | 602,327,020 | 571,536,460 | 574,890,371 | ||||||||||||
Accrued
interest receivable
|
2,315,065 | 2,315,065 | 2,452,694 | 2,452,694 | ||||||||||||
Restricted
stock
|
6,566,973 | 6,566,973 | 6,895,673 | 6,895,673 | ||||||||||||
Mortgage
servicing rights
|
347,698 | 347,698 | 434,280 | 434,280 | ||||||||||||
Financial
liabilities:
|
||||||||||||||||
Deposits
|
$ | 526,749,660 | $ | 529,244,549 | $ | 453,493,136 | $ | 455,301,487 | ||||||||
Short-term
borrowings
|
— | — | 8,500,000 | 8,500,000 | ||||||||||||
Long-term
borrowings
|
104,957,307 | 104,406,585 | 105,298,447 | 105,364,291 | ||||||||||||
Accrued
interest payable
|
753,503 | 753,503 | 894,061 | 894,061 |
Forward-Looking
Statements
|
|
This
Quarterly Report on Form 10-Q contains certain forward looking statements
(as defined in the Securities Exchange Act of 1934 and the regulations
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.
|
|
General
|
|
On
May 19, 2008, Malvern Federal Savings Bank (“Malvern Federal Savings” or
the “Bank”) completed its reorganization to the mutual holding company
form of organization and formed Malvern Federal Bancorp, Inc. (the
“Company”) to serve as the stock holding company for the Bank. In
connection with the reorganization, the Company sold 2,645,575 shares of
its common stock to certain members of the Bank and the public at a
purchase price of $10.00 per share. In addition, the Company issued
3,383,875 shares, or 55% of the outstanding shares, of its common stock to
Malvern Federal Mutual Holding Company, a federally chartered mutual
holding company (the “Mutual Holding Company”), and contributed 123,050
shares (with a value of $1.2 million), or 2.0% of the outstanding shares,
to the Malvern Federal Charitable Foundation, a newly created Delaware
charitable foundation.
|
|
The
Company is a federally chartered corporation which owns all of the issued
and outstanding shares of the Bank’s common stock, the only shares of
equity securities which the Bank has issued. While the Company is
authorized to pursue all activities permitted by applicable laws and
regulations for savings and loan holding companies, the Company’s only
business activity to date has been holding all of the outstanding common
stock of Malvern Federal Savings. Malvern Federal Bancorp does not own or
lease any property, but instead uses the premises, equipment and furniture
of the Bank. At the present time, the Company employs only persons who are
officers of Malvern Federal Savings to serve as officers of the Company.
The Company also may use the Bank’s support staff from time to time. These
persons are not separately compensated by Malvern Federal
Bancorp.
|
Malvern
Federal Savings is a federally chartered community-oriented savings bank
which was originally organized in 1887 and is headquartered in Paoli,
Pennsylvania. The Bank currently conducts its business from its
headquarters and seven additional financial centers.
|
|
The
Bank is primarily engaged in attracting deposits from the general public
and using those funds to invest in loans and investment securities. The
Bank’s principal sources of funds are deposits, repayments of loans and
investment securities, maturities of investments and interest-bearing
deposits, other funds provided from operations and wholesale funds
borrowed from outside sources such as the FHLB. These funds are primarily
used for the origination of various loan types including single-family
residential mortgage loans, commercial real estate mortgage loans,
construction and development loans, home equity loans and lines of credit
and other consumer loans. The Bank derives its income principally from
interest earned on loans, investment securities and, to a lesser extent,
from fees received in connection with the origination of loans and for
other services. Malvern Federal Savings’ primary expenses are interest
expense on deposits and borrowings and general operating expenses. Funds
for activities are provided primarily by deposits, amortization of loans,
loan prepayments and the maturity of loans, securities and other
investments and other funds from operations.
|
|
Critical
Accounting Policies
|
|
In
reviewing and understanding financial information for 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.
|
Comparison
of Financial Condition at June 30, 2009 and September 30,
2008
|
|
The
Company’s total assets amounted to $707.3 million at June 30, 2009
compared to $639.5 million at September 30, 2008. The primary reason for
the increase in assets during the first nine months of fiscal 2009 was an
increase in net loans receivable of $28.8 million, or 5.0%. Cash and cash
equivalents increased by $23.4 million at June 30, 2009 compared to
September 30, 2008 due to an increase in deposits partially offset by
reductions in borrowings. Total deposits increased $73.3 million, or
16.2%, at June 30, 2009 compared to September 30, 2008.
|
|
At
June 30, 2009, we had $4.9 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. For the quarter ended June 30, 2009 there
was one property sale of other real estate owned for $107,000 which
resulted in a $17,000 loss on sale. There was one addition in other real
estate owned for the quarter ended June 30, 2009 for
$279,000.
|
|
Our
total liabilities at June 30, 2009, amounted to $637.5 million compared to
$570.7 million at September 30, 2008. The primary reason for the $66.8
million, or 11.7% increase in total liabilities was the$73.3 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 $941,000 to $69.8 million at June 30, 2009 compared to
$68.8 million at September 30, 2008 primarily due to net income of $1.0
million during the first nine months of fiscal 2009. Retained earnings
increased by $737,000 to $46.4 million as a result of net income for the
first nine months of the 2009 fiscal year less declared cash dividends of
$305,000 in the
aggregate.
|
The
table below sets forth the amounts and categories of non-performing assets
in our 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).
|
June
30,
2009
|
September
30,
2008
|
||||||||
(Dollars
in Thousands)
|
|||||||||
Non-accruing
loans:
|
|||||||||
One-to
four-family
|
$ | 2,642 | $ | 1,402 | |||||
Multi-family
|
829 | — | |||||||
Commercial
real estate
|
2,517 | 4,050 | |||||||
Construction
or development
|
2,665 | 1,695 | |||||||
Commercial
|
35 | 561 | |||||||
Home
equity lines of credit
|
367 | 205 | |||||||
Second
mortgages
|
1,358 | 672 | |||||||
Total
non-accruing
|
10,413 | 8,585 | |||||||
Troubled
debt restructurings
|
87 | 103 | |||||||
Total
non-performing loans
|
10,500 | 8,688 | |||||||
Real estate owned
and other foreclosed
assets:
|
|||||||||
One-to
four-family
|
1,712 | 230 | |||||||
Commercial
real estate
|
3,123 | — | |||||||
Commercial
|
20 | — | |||||||
Second
mortgages
|
85 | — | |||||||
Total
|
4,940 | 230 | |||||||
Total
non-performing assets
|
$ | 15,440 | $ | 8,918 | |||||
Ratios:
|
|||||||||
Non-performing
loans as a percent of gross loans
|
1.75 | % | 1.52 | % | |||||
Non-performing
assets as a percent of total assets
|
2.18 | % | 1.39 | % |
The
Company’s total non-performing assets amounted to $15.4 million at June
30, 2009, a $6.5 million increase compared to total non-performing assets
at September 30, 2008. At June 30, 2009, the Company had $2.6 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 June
30, 2009, the Company had $2.5 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 June 30, 2009 were comprised of an aggregate of nine
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 nine months of fiscal 2009. At June 30, 2009, the Company
had $2.7 million of non-accruing construction and development loans
compared to $1.7 million of non-accruing construction and development
loans at September 30, 2008. The reason for the increase in non-accruing
construction and development loans is due to the repayment in full during
the quarter of the $1.7 million loan which was on non-accrual status at
September 30, 2008, which was more than offset by the addition of two new
construction loans, with outstanding balances for $1.8 million and
$400,000, respectively, being placed on non-accrual status during the
quarter ended June 30, 2009. Both of these new non-accrual construction
loans consist of individual loans to two separate builders to construct a
single home in the Company’s market area. The Company’s real estate owned
amounted to $4.9 million at June 30, 2009 compared to $230,000 at
September 30, 2008. The Company’s largest parcel of real estate owned at
June 30, 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
property is actively being marketed for sale. The Company’s second largest
real estate owned relationship at June 30, 2009 is a group of eight
single-family rental properties located in Norristown, Pennsylvania with
an aggregate carrying value of $860,000. 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 June 30, 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 June 30, 2009. The remainder
of the Company’s real estate owned at June 30, 2009 consists of three
single-family homes with an aggregate carrying value of $937,000 located
in the Company’s market
area.
|
Comparison
of Our Operating Results for the Three and Nine Months Ended June 30, 2009
and 2008
|
|
General.
Our net income was $154,000 for the three months ended June 30, 2009
compared to net loss of $63,000 for the three months ended June 30, 2008.
Earnings per share on the Company’s outstanding common shares was $0.03
for the quarter ended June 30, 2009. Net interest income increased by
$142,000 and other income increased by $93,000. Other expense for the
quarter ended June 30, 2009 includes a special assessment levied by the
FDIC upon all federally insured depository institutions which, in our
case, amounted to $318,000. Our interest rate spread of 2.04% and net
interest margin of 2.36% for the three months ended June 30, 2009
decreased when compared to a net interest spread of 2.18% and a net
interest margin of 2.65% for the three months ended June 30,
2008.
|
|
Our
net income was $1.0 million for the nine months ended June 30, 2009
compared to net income of $874,000 for the nine months ended June 30,
2008. The primary reasons for the increase in net income during the first
nine months of fiscal 2009 compared to the first nine months of fiscal
2008 was due to a $1.5 million increase in net interest income and a
$204,000 increase in other income which was partially offset by an
$349,000 increase in the provision for loan losses and a $545,000 increase
in FDIC deposit insurance
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 June 30,
|
||||||||||||||||||||||||
2009
|
2008
|
|||||||||||||||||||||||
Average
Balance
|
Interest
|
Average
Yield/Rate
|
Average
Balance
|
Interest
|
Average
Yield/Rate
|
|||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||
Interest
Earning Assets:
|
||||||||||||||||||||||||
Loans
receivable (1)
|
$ | 600,090 | $ | 8,343 | 5.56 | % | $ | 529,537 | $ | 8,024 | 6.06 | % | ||||||||||||
Investment
securities
|
29,116 | 233 | 3.19 | 20,411 | 211 | 4.14 | ||||||||||||||||||
FHLB
stock
|
6,567 | — | 0.00 | 4,932 | 64 | 5.19 | ||||||||||||||||||
Deposits
in other banks
|
22,753 | 16 | 0.30 | 11,631 | 47 | 1.62 | ||||||||||||||||||
Total
interest-earning assets
|
658,526 | 8,592 | 5.20 | % | 566,511 | 8,346 | 5.89 | % | ||||||||||||||||
Non-interest-earning
assets
|
34,978 | 19,724 | ||||||||||||||||||||||
Total
assets
|
$ | 693,504 | $ | 586,235 | ||||||||||||||||||||
Interest
Bearing Liabilities:
|
||||||||||||||||||||||||
Demand
and NOW accounts
|
$ | 87,764 | 465 | 2.12 | $ | 37,409 | 87 | 0.93 | ||||||||||||||||
Money
market accounts
|
57,170 | 197 | 1.36 | 75,235 | 477 | 2.54 | ||||||||||||||||||
Savings
accounts
|
39,220 | 28 | 0.28 | 39,981 | 75 | 0.75 | ||||||||||||||||||
Time
deposits
|
309,264 | 2,716 | 3.52 | 260,879 | 2,857 | 4.38 | ||||||||||||||||||
Total
deposits
|
493,418 | 3,406 | 2.76 | 413,504 | 3,496 | 3.38 | ||||||||||||||||||
FHLB
borrowings
|
104,980 | 1,294 | 4.92 | 82,349 | 1,100 | 5.34 | ||||||||||||||||||
Total
interest-bearing liabilities
|
598,398 | 4,700 | 3.16 | 495,853 | 4,596 | 3.71 | ||||||||||||||||||
Non-interest-bearing
liabilities
|
26,469 | 34,847 | ||||||||||||||||||||||
Total
liabilities
|
624,867 | 530,700 | ||||||||||||||||||||||
Shareholders’
Equity
|
68,637 | 55,535 | ||||||||||||||||||||||
Total
liabilities and shareholders’ equity
|
$ | 693,504 | $ | 586,235 | ||||||||||||||||||||
Net
interest-earning assets
|
$ | 60,128 | $ | 70,658 | ||||||||||||||||||||
Net
interest income; average interest rate spread
|
$ | 3,892 | 2.04 | % | $ | 3,750 | 2.18 | % | ||||||||||||||||
Net
interest margin (2)
|
2.36 | % | 2.65 | % | ||||||||||||||||||||
Average
interest-earning assets to average interest-bearing
liabilities
|
110.05 | % | 114.25 | % |
(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.
|
Nine
Months Ended June 30,
|
||||||||||||||||||||||||
2009
|
2008
|
|||||||||||||||||||||||
Average
Balance
|
Interest
|
Average
Yield/Rate
|
Average
Balance
|
Interest
|
Average
Yield/Rate
|
|||||||||||||||||||
(Dollars
in Thousands)
|
||||||||||||||||||||||||
Interest
Earning Assets:
|
||||||||||||||||||||||||
Loans
receivable (1)
|
$ | 596,053 | $ | 25,265 | 5.65 | % | $ | 504,621 | $ | 23,694 | 6.26 | % | ||||||||||||
Investment
securities
|
26,983 | 691 | 3.41 | 22,569 | 737 | 4.35 | ||||||||||||||||||
FHLB
stock
|
6,495 | — | 0.00 | 4,685 | 182 | 5.18 | ||||||||||||||||||
Deposits
in other banks
|
12,380 | 41 | 0.44 | 8,259 | 161 | 2.60 | ||||||||||||||||||
Total
interest-earning assets
|
641,911 | 25,997 | 5.40 | % | 540,134 | 24,774 | 6.12 | % | ||||||||||||||||
Non-interest-earning
assets
|
30,759 | 18,952 | ||||||||||||||||||||||
Total
assets
|
$ | 672,670 | $ | 559,086 | ||||||||||||||||||||
Interest
Bearing Liabilities:
|
||||||||||||||||||||||||
Demand
and NOW accounts
|
$ | 69,010 | 903 | 1.74 | $ | 35,414 | 210 | 0.79 | ||||||||||||||||
Money
market accounts
|
58,280 | 799 | 1.83 | 70,664 | 1,736 | 3.28 | ||||||||||||||||||
Savings
accounts
|
38,421 | 107 | 0.37 | 39,058 | 247 | 0.84 | ||||||||||||||||||
Time
deposits
|
306,115 | 8,509 | 3.71 | 264,059 | 9,137 | 4.61 | ||||||||||||||||||
Total
deposits
|
471,826 | 10,318 | 2.92 | 409,195 | 11,330 | 3.69 | ||||||||||||||||||
FHLB
borrowings
|
106,734 | 3,915 | 4.89 | 74,091 | 3,140 | 5.65 | ||||||||||||||||||
Total
interest-bearing liabilities
|
578,560 | 14,233 | 3.28 | 483,286 | 14,470 | 3.99 | ||||||||||||||||||
Non-interest-bearing
liabilities
|
25,132 | 27,834 | ||||||||||||||||||||||
Total
liabilities
|
603,692 | 511,120 | ||||||||||||||||||||||
Shareholders’
Equity
|
68,978 | 47,966 | ||||||||||||||||||||||
Total
liabilities and shareholders’ equity
|
$ | 672,670 | $ | 559,086 | ||||||||||||||||||||
Net
interest-earning assets
|
$ | 63,351 | $ | 56,848 | ||||||||||||||||||||
Net
interest income; average interest rate spread
|
$ | 11,764 | 2.12 | % | $ | 10,304 | 2.13 | % | ||||||||||||||||
Net
interest margin (2)
|
2.44 | % | 2.54 | % | ||||||||||||||||||||
Average
interest-earning assets to average interest-bearing
liabilities
|
110.95 | % | 111.76 | % |
(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. The Company’s interest and dividend income increased by
$246,000 in the three month period ended June 30, 2009 compared to the
three month period ended June 30, 2008. Interest income earned on loans
increased in the three months ended June 30, 2009 over the prior
comparable period in fiscal 2008 due to growth in the loan portfolio.
During the third quarter of fiscal 2009 compared to the third quarter of
fiscal 2008, the average balance of loans receivable increased by $70.6
million, or 13.3%, 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 third
quarter of fiscal 2009 from our loan portfolio were partially offset by
lower income amounts earned on our FHLB stock and interest-bearing cash
accounts. Average yields on investment securities decreased to 3.19% for
the three months ended June 30, 2009 from 4.14% for the comparable period
in fiscal 2008. The average balances of investment securities increased by
$8.7 million during the three months ended June 30, 2009 compared to the
comparable prior year
period.
|
|
The
Company’s interest and dividend income increased by $1.2 million in the
nine month period ended June 30, 2009 compared to the nine month period
ended June 30, 2008. The increase in interest income earned on loans
during the first nine months of fiscal 2009 over the prior comparable
period in fiscal 2008 again was due primarily to growth in the loan
portfolio, particularly single-family residential mortgage loans, home
equity lines of credit and second mortgages. The increases in interest
income in the first nine months of fiscal 2009 from our loan portfolio
were partially offset by lower income amounts earned on our investment
securities portfolio due to lower average yields earned. Average yields on
investment securities decreased to 3.41% for the nine months ended June
30, 2009 from 4.35% for the same period ended 2008.The average balances of
investment securities increased by $4.4 million during the nine months
ended June 30, 2009 compared to the comparable prior year
period.
|
|
Interest
Expense. The Company’s interest expense for the three month period
ended June 30, 2009 was $4.7 million, an increase of $104,000 from the
three month period ended June 30, 2008. The Company had an $89,000
decrease in interest expense on total deposits in the third quarter of
fiscal 2009 compared to the third quarter in fiscal 2008, which was more
than offset by a $193,000 increase in interest expense on FHLB borrowings.
The average rate paid on deposits decreased to 2.76% for the three months
ended June 30, 2009 from 3.38% for the same period in total fiscal 2008,
and the average rate paid on borrowed funds decreased to 4.92% in the
third quarter of fiscal 2009 compared to 5.34% in the third quarter of
fiscal
2008.
|
|
The
Company’s interest expense for the nine month period ended June 30, 2009
was $14.2 million, a decrease of $236,000 from the nine month period ended
June 30, 2008. The Company had a $1.0 million decrease in interest expense
on total deposits in the first nine months of fiscal 2009 compared to the
first nine months of fiscal 2008, which was partially offset by a $775,000
increase in interest expense on FHLB borrowings. The average rate paid on
deposits decreased to 2.92% for the nine months ended June 30, 2009 from
3.69% for the same period in total 2008, and the average rate paid on
borrowed funds decreased to 4.89% in the first nine months of fiscal 2009
compared to 5.65% in the comparable period 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 $310,000 for the quarter ended June 30, 2009
compared to $406,000 for the quarter ended June 30, 2008. Our provision
for loan losses amounted to $1.2 million for the nine months ended June
30, 2009 compared to $869,000 for the nine months ended June 30, 2008. The
Company had approximately $114,000 of net charge-offs to the allowance for
loan losses in the three months ended June 30, 2009 compared to $270,000
of net charge-offs for the quarter ended June 30, 2008. During the quarter
ended June 30, 2009, the Company charged-off $54,000 of two commercial
real estate loans with aggregate loan balances totaling $1.1 million.
During the quarter, the Company consented to the sale of the collateral
properties securing these loans, which resulted in a $142,000 loss upon
the sale which was recognized in other real estate expenses. During the
quarter ended June 30, 2009, the Company also charged-off $53,000 of a
second mortgage on a single-family residential property and $8,000 of
unsecured consumer installment loans. The Company had approximately $1.7
million of net charge-offs to the allowance for loan losses in the nine
months ended June 30, 2009 compared to $642,000 of net charge-offs for the
nine months ended June 30,
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 Nine Months Ended
June
30,
|
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
|
1,217 | 869 | 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
|
1,403 | 90 | — | |||||||||
Other
|
— | 4 | 4 | |||||||||
Consumer:
|
||||||||||||
Home
equity lines of credit
|
— | — | — | |||||||||
Second
mortgages
|
131 | 393 | 393 | |||||||||
Other
|
27 | 15 | 19 | |||||||||
Total
charge-offs
|
1,682 | 646 | 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
|
3 | 2 | 3 | |||||||||
Total
recoveries
|
3 | 4 | 5 | |||||||||
Net
charge-offs
|
1,679 | 642 | 645 | |||||||||
Balance
at end of period
|
$ | 5,043 | $ | 4,768 | $ | 5,505 | ||||||
Ratios:
|
||||||||||||
Ratio
of allowance for loan losses to non-performing loans
|
48.03 | % | 70.35 | % | 63.36 | % | ||||||
Ratio
of net charge-offs to average loans outstanding annualized
|
0.38 | % | 0.17 | % | 0.12 | % | ||||||
Ratio
of net charge-offs to total allowance for loan losses
annualized
|
44.39 | % | 17.95 | % | 11.72 | % |
Other
Income. Our total other, or non-interest income, was $562,000 for
the three months ended June 30, 2009 compared to $469,000 for the three
months ended June 30, 2008. The $93,000 increase in other income was due
primarily to a $55,000 increase in the amount of service charges and other
fees, due primarily to increases in demand deposit fee income and debit
card income, and a $52,000 increase in earnings on bank owned life
insurance, as a result of an additional $5.0 million purchase during the
first quarter, which was partially offset by a $18,000 net loss on sale of
other real estate owned in the June 30, 2009
quarter.
|
|
Our
total other, or non-interest income, increased by $204,000 to $1.6 million
for the nine months ended June 30, 2009 over the comparable prior year
period. An $115,000 increase in service charges and other fees, a $29,000
net gain on sale of investment securities available for sale and a
$114,000 increase in earnings on bank owned life insurance were partially
offset by a $43,000 decrease in the gain on sale of loans (net) and a
$18,000 net loss on sale of other real estate owned in the first nine
months of fiscal 2009.
|
|
Other
Expenses. Other, or non-interest, expenses of the Company increased
by $40,000 in the quarter ended June 30, 2009 over the comparable prior
year period. Other expenses in the three months ended June 30, 2009
reflect increased salary and benefit expense of $271,000, a $401,000
increase in federal deposit insurance premiums, a $101,000 increase in
professional fees, a $224,000 increase in real estate expenses and a
$239,000 increase in other operating expenses, which were partially offset
by the absence in fiscal 2009 of the $1.2 million non-recurring pretax
charge for the contribution made to the Malvern Federal Charitable
Foundation during the three months ended June 30, 2008. The increase in
salary and benefit expense in the third quarter of fiscal 2009 compared to
the third quarter of fiscal 2008 reflects an increase in the number of
full-time equivalent employees, normal salary increases, and increased
health care insurance costs. The increase in other operating expenses in
the third quarter of fiscal 2009 compared to the third quarter of fiscal
2008 reflects increases in real estate owned expenses and deposit
processing costs. The increase in federal deposit insurance premiums was
due to the special assessment by the FDIC on all insured institutions,
which amounted to $318,000 in our case, as well as an increase in the
regular assessment rate for the deposit insurance premium. The increase in
professional fees in the fiscal 2009 period primarily reflects the
increased regulatory and reporting costs incurred as a public
company.
|
|
Other
expenses of the Company increased by $1.2 million in the nine months ended
June 30, 2009 over the comparable prior year period. The increase in the
nine months ended June 30, 2009 primarily reflects increased salary and
benefit expense of $591,000, a $545,000 increase in federal deposit
insurance premiums, a $358,000 increase in professional fees, a $224,000
increase in real estate expenses and a $503,000 increase in other
operating expenses, which were partially offset by the absence in fiscal
2009 of the $1.2 million non-recurring pretax charge for the contribution
made to the Malvern Federal Charitable Foundation during the three months
ended June 30, 2008.
|
|
Income
Tax Expense. Our income tax benefit was $28,000 for the three
months ended June 30, 2009 compared to $101,000 for the three months ended
June 30, 2008. The decrease in tax benefit for the third quarter in fiscal
2009 was due to an increase in income before taxes compared to the three
months ended June 30, 2008. Our effective tax rate was 22.4% for the three
months ended June 30, 2009 compared to 61.8% for the three months ended
June 30, 2008. The higher tax benefit rate for the three months ended June
30, 2008 was attributed to the tax benefit of the one time charitable
foundation contribution of $1.2 million in fiscal 2008. The decrease in
effective tax rate for the three month ended June 30, 2009, was due to a
larger portion of pre-tax income being from tax-exempt
income.
|
|
Our
income tax expense was $321,000 for the nine months ended June 30, 2009
compared to $335,000 in expense for the nine months ended June 30, 2008.
Our effective tax rate was 23.6% for the nine months ended June 30, 2009,
compared to 27.7% for the nine months ended June 30, 2008. The decrease in
effective tax rate was due to a larger portion of pre-tax income being
from tax-exempt
income.
|
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 June 30,
2009, our cash and cash equivalents amounted to $36.3 million. In
addition, at such date our available for sale investment securities
amounted to $27.5 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 June
30, 2009, we had certificates of deposit maturing within the next 12
months amounting to $195.8 million. Based upon historical experience, we
anticipate that a significant portion of the maturing certificates of
deposit will be redeposited with us. For the nine months ended June 30,
2009, the average balance of our outstanding FHLB advances was $106.7
million. At June 30, 2009, we had $105.0 million in outstanding long-term
FHLB advances and we had $244.2 million in additional FHLB advances
available to us. In addition, at June 30, 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 June 30,
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
|
$ | 195,819 | $ | 97,225 | $ | 6,540 | $ | 10,166 | $ | 309,750 | ||||||||||
Long-term
debt obligations
|
35,000 | 21,957 | — | 48,000 | 104,957 | |||||||||||||||
Operating
lease obligations
|
84 | 168 | 168 | 63 | 483 | |||||||||||||||
Total
contractual obligations
|
$ | 230,903 | $ | 119,350 | $ | 6,708 | $ | 58,229 | $ | 415,190 |
We
anticipate that we will continue to have sufficient funds and alternative
funding sources to meet our current commitments.
|
|
Impact
of Inflation and Changing Prices
|
|
The
financial statements, accompanying notes, and related financial data of
the Company presented herein have been prepared in accordance with
generally accepted accounting principles, which require the measurement of
financial position and operating results in terms of historical dollars
without considering the changes in purchasing power of money over time due
to inflation. The impact of inflation is reflected in the increased cost
of operations. Most of our assets and liabilities are monetary in nature;
therefore, the impact of interest rates has a greater impact on our
performance than the effects of general levels of inflation. Interest
rates do not necessarily move in the same direction or to the same extent
as the prices of goods and
services.
|
Item
3 - Quantitative and Qualitative Disclosures About Market
Risk
|
For
a discussion of the Company’s asset and liability management policies as
well as the methods used to manage its exposure to the risk of loss from
adverse changes in market prices and rates market, see Item 7, “Management’s
Discussion and Analysis of Financial Condition and Results of Operations –
How We Manage Market Risk” in the Company’s Annual Report on Form 10-K for
the year ended September 30, 2008. There has been no material change in
the Company’s asset and liability position since September 30,
2008.
|
Item
4T. Controls and Procedures
|
Our
management evaluated, with the participation of our Chief Executive
Officer and Chief Financial Officer, the effectiveness of our disclosure
controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under
the Securities Exchange Act of 1934) as of the end of the period covered
by this report. Based on such evaluation, our Chief Executive Officer and
Chief Financial Officer have concluded that our disclosure controls and
procedures are designed to ensure that information required to be
disclosed by us in the reports that we file or submit under the Securities
Exchange Act of 1934 is recorded, processed, summarized and reported
within the time periods specified in the SEC’s rules and regulations and
are operating in an effective manner.
|
No
change in our internal control over financial reporting (as defined in
Rules 13a-15(f) or 15(d)-15(f) under the Securities Exchange Act of 1934)
occurred during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, our internal
control over financial reporting.
|
PART
II - OTHER INFORMATION
|
Item
1 - Legal Proceedings
|
There
are no matters required to be reported under this item.
|
Item
1A - Risk Factors
|
See
Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for
the year ended September 30, 2008. There have been no material changes
from the risk factors previously disclosed in the Company’s Annual Report
on Form 10-K for the year ended September 30,
2008.
|
Item
2 - Unregistered Sales of Equity Securities and Use of
Proceeds
|
||
(a)
|
Not
applicable
|
|
(b)
|
Not
applicable
|
|
(c)
|
Purchases
of Equity Securities
|
|
The
Company’s repurchase of its common stock made during the quarter are set
forth in the following
table:
|
Period
|
Total
Number
Of
Shares
Purchased
|
Average
Price
Paid
per
Share
|
Total
Number
of
Shares
Purchased
as
Part
of
Publicly
Announced
Plans
or
Program
|
Maximum
Number
of
Shares
that
May Yet
be
Purchased
Under
the
or
Program (1)
|
||||||||||||
May
1 – May 31, 2009
|
— | — | — | — | ||||||||||||
June
1 – June 30, 2009
|
— | — | — | — | ||||||||||||
Total
|
— | — | — | — |
(1)
|
On
May 7, 2009, the Company announced that its Board of Directors approved
the repurchase of up to 138,000 shares or approximately 5% of the
Company’s outstanding common stock held by shareholders other than Malvern
Federal Mutual Holding Company. The repurchase program is scheduled to
terminate as of May 7, 2010. Through June 30, 2009, no shares had been
repurchased under the share repurchase
program.
|
Item
3 - Defaults Upon Senior Securities
|
||
There
are no matters required to be reported under this item.
|
||
Item
4 - Submission of Matters to a Vote of Security Holders
|
||
There
are no matters required to be reported under this item.
|
||
Item
5 - Other Information
|
||
There
are no matters required to be reported under this item.
|
||
Item
6 - Exhibits
|
||
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
|
Pursuant
to the requirements of the Securities Exchange Act of 1934, the registrant
has duly caused this report to be signed on its behalf by the undersigned,
thereunto duly
authorized.
|
MALVERN
FEDERAL BANCORP, INC.
|
|||
Date:
|
August
7, 2009
|
By:
|
/s/ Ronald Anderson |
Ronald
Anderson
|
|||
President
and Chief Executive Officer
|
|||
Date:
|
August
7, 2009
|
By:
|
/s/ Dennis Boyle |
Dennis
Boyle
|
|||
Senior
Vice President
|
|||
and
Chief Financial Officer
|