Delaware
|
20-4154978
|
|
(State
or Other Jurisdiction of Incorporation or Organization)
|
(I.R.S.
Employer Identification Number)
|
|
400
Somerset Street, New Brunswick, New Jersey
|
08901
|
|
(Address
of Principal Executive Office)
|
(Zip
Code)
|
(732)
342-7600
|
||
(Issuer’s
Telephone Number including area code)
|
Name
of Each Exchange
|
||
Title
of Class
|
On
Which Registered
|
|
Common
Stock, par value $0.01 per share
|
The
NASDAQ Stock Market, LLC
|
1.
|
Proxy
Statement for the 2007 Annual Meeting of Stockholders (Part
III)
|
1
|
||
39
|
||
39
|
||
39
|
||
39
|
||
41
|
||
54
|
||
90
|
||
90
|
||
90
|
||
90
|
||
90
|
||
90
|
||
91
|
||
91
|
||
91
|
||
92
|
ITEM
1.
|
Description
of Business
|
At
September 30,
|
||||||||||||||||||||||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||||||||||||||||||||||
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
Amount
|
Percent
|
|||||||||||||||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||||||||||||||||||||
One-to
four-family residential
|
$ |
152,474
|
39.54 | % | $ |
143,245
|
40.65 | % | $ |
126,269
|
46.64 | % | $ |
108,722
|
55.50 | % | $ |
107,531
|
61.08 | % | ||||||||||||||||||||
Commercial
real estate
|
81,275
|
21.08 | % |
68,567
|
19.46 | % |
57,366
|
21.19 | % |
19,935
|
10.18 | % |
19,354
|
10.99 | % | |||||||||||||||||||||||||
Construction
|
97,150
|
25.20 | % |
90,342
|
25.64 | % |
44,418
|
16.41 | % |
5,526
|
2.82 | % |
5,188
|
2.95 | % | |||||||||||||||||||||||||
Home
equity lines of credit
|
12,894
|
3.34 | % |
10,843
|
3.08 | % |
10,398
|
3.84 | % |
9,065
|
4.63 | % |
7,301
|
4.15 | % | |||||||||||||||||||||||||
Commercial
business
|
26,630
|
6.91 | % |
24,510
|
6.96 | % |
17,413
|
6.43 | % |
27,698
|
14.14 | % |
9,630
|
5.47 | % | |||||||||||||||||||||||||
Other
|
15,159
|
3.93 | % |
14,846
|
4.21 | % |
14,862
|
5.49 | % |
24,964
|
12.74 | % |
27,042
|
15.36 | % | |||||||||||||||||||||||||
Total
loans receivable
|
$ |
385,582
|
100.00 | % | $ |
352,353
|
100.00 | % | $ |
270,726
|
100.00 | % | $ |
195,910
|
100.00 | % | $ |
176,046
|
100.00 | % | ||||||||||||||||||||
Net
deferred loan fees
|
(214 | ) | (492 | ) | (280 | ) | (19 | ) | (128 | ) | ||||||||||||||||||||||||||||||
Allowance
for loan losses
|
(3,754 | ) | (3,892 | ) | (3,129 | ) | (2,341 | ) | (2,150 | ) | ||||||||||||||||||||||||||||||
Total
loans receivable, net
|
$ |
381,614
|
$ |
347,969
|
$ |
267,317
|
$ |
193,550
|
$ |
173,768
|
One-to-Four
Family
|
Commercial
|
Home
Equity
|
||||||||||||||||||||||||||||||
Residential
|
Real
Estate
|
Construction
|
Lines
of Credit
|
|||||||||||||||||||||||||||||
Due
During
|
Weighted
|
Weighted
|
Weighted
|
Weighted
|
||||||||||||||||||||||||||||
The
Fiscal Years
|
Average
|
Average
|
Average
|
Average
|
||||||||||||||||||||||||||||
Ending
September 30,
|
Amount
|
Rate
|
Amount
|
Rate
|
Amount
|
Rate
|
Amount
|
Rate
|
||||||||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||||||||||||
2008
|
$ |
2,660
|
7.89 | % | $ |
19,024
|
8.41 | % | $ |
80,895
|
8.85 | % | $ |
3,292
|
8.57 | % | ||||||||||||||||
2009
|
578
|
5.31 | % |
371
|
7.57 | % |
14,203
|
8.32 | % |
1
|
9.75 | % | ||||||||||||||||||||
2010
|
674
|
5.26 | % |
638
|
6.08 | % |
2,052
|
8.55 | % |
15
|
9.75 | % | ||||||||||||||||||||
2011
to 2012
|
3,022
|
6.53 | % |
895
|
8.05 | % |
-
|
-
|
79
|
9.75 | % | |||||||||||||||||||||
2013
to 2017
|
15,419
|
5.66 | % |
4,366
|
7.25 | % |
-
|
-
|
1,010
|
6.18 | % | |||||||||||||||||||||
2018
to 2021
|
21,412
|
5.24 | % |
4,490
|
6.51 | % |
-
|
-
|
221
|
8.25 | % | |||||||||||||||||||||
2022
and beyond
|
108,709
|
5.75 | % |
51,491
|
7.14 | % |
-
|
-
|
8,276
|
7.77 | % | |||||||||||||||||||||
Total
|
$ |
152,474
|
5.72 | % | $ |
81,275
|
7.41 | % | $ |
97,150
|
8.77 | % | $ |
12,894
|
7.87 | % |
Commercial
Business
|
Other
|
Total
|
||||||||||||||||||||||
Due
During
|
Weighted
|
Weighted
|
Weighted
|
|||||||||||||||||||||
The
Fiscal Years
|
Average
|
Average
|
Average
|
|||||||||||||||||||||
Ending
September 30,
|
Amount
|
Rate
|
Amount
|
Rate
|
Amount
|
Rate
|
||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||||
2008
|
$ |
16,710
|
8.09 | % | $ |
14,440
|
6.73 | % | $ |
137,021
|
8.75 | % | ||||||||||||
2009
|
207
|
8.10 | % |
19
|
8.28 | % |
15,379
|
8.64 | % | |||||||||||||||
2010
|
706
|
7.97 | % |
39
|
12.56 | % |
4,124
|
7.54 | % | |||||||||||||||
2011
to 2012
|
2,036
|
7.05 | % |
132
|
8.15 | % |
6,164
|
6.82 | % | |||||||||||||||
2013
to 2017
|
4,794
|
7.40 | % |
88
|
4.63 | % |
25,677
|
6.30 | % | |||||||||||||||
2018
to 2021
|
387
|
8.25 | % |
2
|
13.00 | % |
26,512
|
5.40 | % | |||||||||||||||
2022
and beyond
|
1,790
|
7.71 | % |
439
|
5.78 | % |
170,705
|
6.16 | % | |||||||||||||||
Total
|
$ |
26,630
|
7.86 | % | $ |
15,159
|
6.72 | % | $ |
385,582
|
7.16 | % |
Due
After September 30, 2008
|
||||||||||||
Fixed
|
Adjustable
|
Total
|
||||||||||
(Dollars
in thousands)
|
||||||||||||
One-to
four-family residential
|
$ |
96,750
|
$ |
53,064
|
$ |
149,814
|
||||||
Commercial
real estate
|
8,409
|
53,842
|
62,251
|
|||||||||
Construction
|
-
|
16,255
|
16,255
|
|||||||||
Home
equity lines of credit
|
985
|
8,617
|
9,602
|
|||||||||
Commercial
Business
|
2,684
|
7,236
|
9,920
|
|||||||||
Other
|
135
|
584
|
719
|
|||||||||
Total
|
$ |
108,963
|
$ |
139,598
|
$ |
248,561
|
At
September 30,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||
Non-accrual
loans:
|
||||||||||||||||||||
One-to
four-family residential
|
$ |
65
|
$ |
56
|
$ |
188
|
$ |
153
|
$ |
178
|
||||||||||
Commercial
real estate
|
1,936
|
-
|
-
|
-
|
-
|
|||||||||||||||
Construction
|
6,008
|
5,135
|
-
|
-
|
-
|
|||||||||||||||
Home
equity lines of credit
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Commercial
Business
|
21
|
188
|
387
|
94
|
-
|
|||||||||||||||
Other
|
3
|
-
|
2
|
-
|
-
|
|||||||||||||||
Total
|
8,033
|
5,379
|
577
|
247
|
178
|
|||||||||||||||
Accruing
loans three months or more past due:
|
||||||||||||||||||||
One-to
four-family residential
|
-
|
88
|
205
|
-
|
-
|
|||||||||||||||
Commercial
real estate
|
-
|
1,933
|
257
|
-
|
-
|
|||||||||||||||
Construction
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Home
equity lines of credit
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Commercial
Business
|
15
|
-
|
-
|
-
|
-
|
|||||||||||||||
Other
|
-
|
-
|
1
|
-
|
3
|
|||||||||||||||
Total
loans three months or more past due
|
15
|
2,021
|
463
|
-
|
3
|
|||||||||||||||
Total
non-performing loans
|
$ |
8,048
|
$ |
7,400
|
$ |
1,040
|
$ |
247
|
$ |
181
|
||||||||||
Other
real estate owned
|
2,238
|
-
|
-
|
-
|
-
|
|||||||||||||||
Other
non-performing assets
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Total
non-performing assets
|
$ |
10,286
|
$ |
7,400
|
$ |
1,040
|
$ |
247
|
$ |
181
|
||||||||||
Ratios:
|
||||||||||||||||||||
Total
non-performing loans to total loans
|
2.09 | % | 2.10 | % | 0.38 | % | 0.13 | % | 0.10 | % | ||||||||||
Total
non-performing loans to total assets
|
1.70 | % | 1.70 | % | 0.29 | % | 0.09 | % | 0.07 | % | ||||||||||
Total
non-performing assets to total assets
|
2.17 | % | 1.70 | % | 0.29 | % | 0.09 | % | 0.07 | % |
Loans
Delinquent For
|
||||||||||||||||||||||||
60-89
Days
|
90 Days
and Over
|
Total
|
||||||||||||||||||||||
Number
|
Amount
|
Number
|
Amount
|
Number
|
Amount
|
|||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||||
At
September 30, 2007
|
||||||||||||||||||||||||
One-to
four-family residential
|
-
|
$ |
-
|
2
|
$ |
65
|
2
|
$ |
65
|
|||||||||||||||
Commercial
real estate
|
3
|
2,214
|
1
|
1,936
|
4
|
4,150
|
||||||||||||||||||
Construction
|
-
|
-
|
4
|
6,008
|
4
|
6,008
|
||||||||||||||||||
Home
equity lines of credit
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Commercial
business
|
-
|
-
|
3
|
36
|
3
|
36
|
||||||||||||||||||
Other
|
-
|
-
|
2
|
3
|
2
|
3
|
||||||||||||||||||
Total
|
3
|
$ |
2,214
|
12
|
$ |
8,048
|
15
|
$ |
10,262
|
|||||||||||||||
At
September 30, 2006
|
||||||||||||||||||||||||
One-to
four-family residential
|
-
|
$ |
-
|
3
|
$ |
144
|
3
|
$ |
144
|
|||||||||||||||
Commercial
real estate
|
-
|
-
|
1
|
1,933
|
1
|
1,933
|
||||||||||||||||||
Construction
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Home
equity lines of credit
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Commercial
business
|
-
|
-
|
3
|
188
|
3
|
188
|
||||||||||||||||||
Other
|
-
|
-
|
1
|
-
|
1
|
-
|
||||||||||||||||||
Total
|
-
|
$ |
-
|
8
|
$ |
2,265
|
8
|
$ |
2,265
|
|||||||||||||||
At
September 30, 2005
|
||||||||||||||||||||||||
One-to
four-family residential
|
2
|
$ |
50
|
6
|
$ |
393
|
8
|
$ |
443
|
|||||||||||||||
Commercial
real estate
|
-
|
-
|
1
|
$ |
257
|
1
|
257
|
|||||||||||||||||
Construction
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Home
equity lines of credit
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Commercial
business
|
-
|
-
|
4
|
387
|
4
|
387
|
||||||||||||||||||
Other
|
1
|
220
|
4
|
3
|
5
|
223
|
||||||||||||||||||
Total
|
3
|
$ |
270
|
15
|
$ |
1,040
|
18
|
$ |
1,310
|
|||||||||||||||
At
September 30, 2004
|
||||||||||||||||||||||||
One-to
four-family residential
|
5
|
$ |
586
|
3
|
$ |
153
|
8
|
$ |
739
|
|||||||||||||||
Commercial
real estate
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Construction
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Home
equity lines of credit
|
-
|
-
|
-
|
-
|
-
|
-
|
||||||||||||||||||
Commercial
business
|
3
|
1,628
|
1
|
94
|
4
|
1,722
|
||||||||||||||||||
Other
|
3
|
70
|
-
|
-
|
3
|
70
|
||||||||||||||||||
Total
|
11
|
$ |
2,284
|
4
|
$ |
247
|
15
|
$ |
2,531
|
|||||||||||||||
At
September 30, 2003
|
||||||||||||||||||||||||
One-to
four-family residential
|
2
|
$ |
466
|
3
|
$ |
178
|
5
|
$ |
644
|
|||||||||||||||
Commercial
real estate
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Construction
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Home
equity lines of credit
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||||||
Commercial
business
|
1
|
106
|
-
|
1
|
106
|
|||||||||||||||||||
Other
|
1
|
5
|
1
|
3
|
2
|
8
|
||||||||||||||||||
Total
|
4
|
$ |
577
|
4
|
$ |
181
|
8
|
$ |
758
|
For
the Years Ended September 30,
|
||||||||||||||||||||
2007
|
2006
|
2005
|
2004
|
2003
|
||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||
Balance
at beginning of period
|
$ |
3,892
|
$ |
3,129
|
$ |
2,341
|
$ |
2,150
|
$ |
1,926
|
||||||||||
Charge-offs:
|
||||||||||||||||||||
One-to
four-family residential
|
-
|
13
|
-
|
-
|
-
|
|||||||||||||||
Commercial
real estate
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Construction
|
652
|
-
|
-
|
-
|
-
|
|||||||||||||||
Home
equity lines of credit
|
-
|
2
|
-
|
-
|
-
|
|||||||||||||||
Commercial
business
|
-
|
180
|
94
|
-
|
-
|
|||||||||||||||
Other
|
4
|
3
|
9
|
11
|
6
|
|||||||||||||||
Total
charge-offs
|
656
|
198
|
103
|
11
|
6
|
|||||||||||||||
Recoveries:
|
||||||||||||||||||||
One-to
four-family residential
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Commercial
real estate
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Construction
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Home
equity lines of credit
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Commercial
business
|
120
|
-
|
-
|
-
|
-
|
|||||||||||||||
Other
|
-
|
-
|
-
|
-
|
-
|
|||||||||||||||
Total
recoveries
|
120
|
-
|
-
|
-
|
-
|
|||||||||||||||
Net
charge-offs
|
536
|
198
|
103
|
11
|
6
|
|||||||||||||||
Provision
for loan losses
|
398
|
961
|
891
|
202
|
230
|
|||||||||||||||
Balance
at end of period
|
$ |
3,754
|
$ |
3,892
|
$ |
3,129
|
$ |
2,341
|
$ |
2,150
|
||||||||||
Ratios:
|
||||||||||||||||||||
Net
charge-offs to average loans outstanding
|
0.14 | % | 0.06 | % | 0.05 | % | 0.01 | % | 0.00 | % | ||||||||||
Allowance
for loan losses to
|
||||||||||||||||||||
non-performing
loans at end of period (1)
|
46.64 | % | 52.59 | % |
NM
|
NM
|
NM
|
|||||||||||||
Allowance
for loan losses to
|
||||||||||||||||||||
total
loans at end of period
|
0.97 | % | 1.11 | % | 1.16 | % | 1.20 | % | 1.22 | % |
|
(1)
|
“NM”
indicates ratio is not meaningful.
|
Percent
of
|
||||||||
Loans
in
|
||||||||
Category
to
|
||||||||
Amount
|
Total
Loans
|
|||||||
(Dollars
in thousands)
|
||||||||
At
September 30, 2007
|
||||||||
One-to
four-family residential
|
$ |
473
|
39.54 | % | ||||
Commercial
real estate
|
576
|
21.08 | % | |||||
Construction
|
1,982
|
25.20 | % | |||||
Home
equity lines of credit
|
40
|
3.34 | % | |||||
Commercial
business
|
675
|
6.91 | % | |||||
Other
|
8
|
3.93 | % | |||||
Unallocated
|
-
|
0.00 | % | |||||
Total
allowance for loan losses
|
$ |
3,754
|
100 | % | ||||
At
September 30, 2006
|
||||||||
One-to
four-family residential
|
$ |
327
|
40.65 | % | ||||
Commercial
real estate
|
601
|
19.46 | % | |||||
Construction
|
1,519
|
25.64 | % | |||||
Home
equity lines of credit
|
82
|
3.08 | % | |||||
Commercial
business
|
1,153
|
6.96 | % | |||||
Other
|
210
|
4.21 | % | |||||
Unallocated
|
-
|
0.00 | % | |||||
Total
allowance for loan losses
|
$ |
3,892
|
100 | % | ||||
At
September 30, 2005
|
||||||||
One-to
four-family residential
|
$ |
312
|
46.64 | % | ||||
Commercial
real estate
|
615
|
21.19 | % | |||||
Construction
|
845
|
16.41 | % | |||||
Home
equity lines of credit
|
82
|
3.84 | % | |||||
Commercial
business
|
815
|
6.43 | % | |||||
Other
|
193
|
5.49 | % | |||||
Unallocated
|
267
|
0.00 | % | |||||
Total
allowance for loan losses
|
$ |
3,129
|
100 | % | ||||
At
September 30, 2004
|
||||||||
One-to
four-family residential
|
$ |
281
|
55.50 | % | ||||
Commercial
real estate
|
857
|
10.17 | % | |||||
Construction
|
56
|
2.82 | % | |||||
Home
equity lines of credit
|
222
|
4.63 | % | |||||
Commercial
business
|
721
|
14.14 | % | |||||
Other
|
170
|
12.74 | % | |||||
Unallocated
|
34
|
0.00 | % | |||||
Total
allowance for loan losses
|
$ |
2,341
|
100 | % | ||||
At
September 30, 2003
|
||||||||
One-to
four-family residential
|
$ |
196
|
61.08 | % | ||||
Commercial
real estate
|
822
|
10.99 | % | |||||
Construction
|
301
|
2.95 | % | |||||
Home
equity lines of credit
|
190
|
4.15 | % | |||||
Commercial
business
|
426
|
5.47 | % | |||||
Other
|
164
|
15.36 | % | |||||
Unallocated
|
51
|
0.00 | % | |||||
Total
allowance for loan losses
|
$ |
2,150
|
100 | % |
At
September 30,
|
||||||||||||||||||||||||
2007
|
2006
|
2005
|
||||||||||||||||||||||
Amortized
|
Fair
|
Amortized
|
Fair
|
Amortized
|
Fair
|
|||||||||||||||||||
Cost
|
Value
|
Cost
|
Value
|
Cost
|
Value
|
|||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||
Securities
available for sale:
|
||||||||||||||||||||||||
U.S.
government and agency obligations
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
4,000
|
$ |
3,894
|
||||||||||||
Municipal
bonds
|
3,214
|
3,216
|
2,049
|
2,066
|
-
|
-
|
||||||||||||||||||
Equity
Securities
|
-
|
-
|
142
|
142
|
142
|
142
|
||||||||||||||||||
Mortgage-backed
securities
|
24,217
|
24,157
|
16,258
|
15,961
|
17,047
|
16,566
|
||||||||||||||||||
Total
securities available for sale
|
$ |
27,431
|
$ |
27,373
|
$ |
18,449
|
$ |
18,169
|
$ |
21,189
|
$ |
20,602
|
||||||||||||
Securities
held to maturity:
|
||||||||||||||||||||||||
U.S.
government and agency obligations
|
$ |
2,133
|
$ |
2,119
|
$ |
2,157
|
$ |
2,105
|
$ |
4,313
|
$ |
4,266
|
||||||||||||
Municipal
bonds
|
137
|
143
|
137
|
145
|
-
|
-
|
||||||||||||||||||
Corporate
notes
|
-
|
-
|
-
|
-
|
2,001
|
2,015
|
||||||||||||||||||
Mortgage-backed
securities
|
15,846
|
15,695
|
21,601
|
21,108
|
27,955
|
27,572
|
||||||||||||||||||
Total
securities held to maturity
|
$ |
18,116
|
$ |
17,957
|
$ |
23,895
|
$ |
23,358
|
$ |
34,269
|
$ |
33,853
|
More
Than One
|
More
Than Five
|
|||||||||||||||||||||||||||||||||||||||
Year
Through
|
Years
Through
|
More
Than
|
||||||||||||||||||||||||||||||||||||||
One
Year or Less
|
Five
Years
|
Ten
Years
|
Ten
Years
|
Total
Securities
|
||||||||||||||||||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
Weighted
|
Weighted
|
||||||||||||||||||||||||||||||||||||
Amortized
|
Average
|
Amortized
|
Average
|
Amortized
|
Average
|
Amortized
|
Average
|
Amortized
|
Average
|
|||||||||||||||||||||||||||||||
Cost
|
Yield
|
Cost
|
Yield
|
Cost
|
Yield
|
Cost
|
Yield
|
Cost
|
Yield
|
|||||||||||||||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||||||||||||||||||||
Securities
available for sale:
|
||||||||||||||||||||||||||||||||||||||||
Municipal
Bonds
|
-
|
- | % |
-
|
- | % |
2,048
|
5.85 | % |
1,166
|
6.13 | % |
3,214
|
3.93 | % | |||||||||||||||||||||||||
Mortgage-backed
securities
|
-
|
- | % |
-
|
- | % |
6,349
|
4.92 | % |
17,868
|
5.57 | % |
24,217
|
5.40 | % | |||||||||||||||||||||||||
Total
securities available for sale
|
$ |
-
|
- | % | $ |
-
|
- | % | $ |
8,397
|
4.66 | % | $ |
19,034
|
5.48 | % | $ |
27,431
|
5.23 | % | ||||||||||||||||||||
Securities
held to maturity:
|
||||||||||||||||||||||||||||||||||||||||
U.S.
government and agency
|
||||||||||||||||||||||||||||||||||||||||
obligations
|
$ |
-
|
- | % | $ |
2,000
|
4.11 | % | $ |
-
|
- | % | $ |
133
|
6.63 | % | $ |
2,133
|
4.27 | % | ||||||||||||||||||||
Municipal
Bonds
|
-
|
- | % |
-
|
- | % |
137
|
6.00 | % |
-
|
- | % |
137
|
6.00 | % | |||||||||||||||||||||||||
Mortgage-backed
securities
|
1,263
|
3.97 | % |
5,710
|
4.21 | % |
2,009
|
4.15 | % |
6,863
|
4.78 | % |
15,845
|
4.43 | % | |||||||||||||||||||||||||
Total
securities held to maturity
|
$ |
1,263
|
3.97 | % | $ |
7,710
|
4.18 | % | $ |
2,146
|
4.27 | % | $ |
6,996
|
4.81 | % | $ |
18,115
|
4.42 | % | ||||||||||||||||||||
Total
securities
|
$ |
1,263
|
3.97 | % | $ |
7,710
|
4.18 | % | $ |
10,543
|
4.58 | % | $ |
26,030
|
5.30 | % | $ |
45,546
|
4.91 | % |
For
the Year Ended September 30,
|
||||||||||||||||||||||||||||||||||||
2007
|
2006
|
2005
|
||||||||||||||||||||||||||||||||||
Weighted
|
Weighted
|
Weighted
|
||||||||||||||||||||||||||||||||||
Average
|
Average
|
Average
|
||||||||||||||||||||||||||||||||||
Deposit
Types:
|
Balance
|
Percent
|
Rate
|
Balance
|
Percent
|
Rate
|
Balance
|
Percent
|
Rate
|
|||||||||||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||||||||||||||||
Demand
accounts
|
$ |
21,514
|
5.83 | % |
-
|
$ |
20,491
|
6.29 | % |
-
|
$ |
14,566
|
5.24 | % |
-
|
|||||||||||||||||||||
Savings
accounts
|
35,577
|
9.65 | % | 0.98 | % |
43,127
|
13.25 | % | 1.14 | % |
53,819
|
19.35 | % | 1.05 | % | |||||||||||||||||||||
NOW
accounts
|
32,158
|
8.72 | % | 1.77 | % |
30,519
|
9.37 | % | 1.95 | % |
28,149
|
10.12 | % | 0.79 | % | |||||||||||||||||||||
Money
market accounts
|
78,979
|
21.42 | % | 3.69 | % |
56,107
|
17.23 | % | 4.09 | % |
30,499
|
10.97 | % | 1.97 | % | |||||||||||||||||||||
Certificates
of deposit
|
172,063
|
46.66 | % | 4.74 | % |
149,811
|
46.01 | % | 4.29 | % |
126,165
|
45.37 | % | 3.05 | % | |||||||||||||||||||||
Retirement
accounts
|
28,486
|
7.72 | % | 4.61 | % |
25,547
|
7.85 | % | 4.09 | % |
24,892
|
8.95 | % | 3.72 | % | |||||||||||||||||||||
Total
deposits
|
$ |
368,777
|
100.00 | % | 3.61 | % | $ |
325,602
|
100.00 | % | 3.33 | % | $ |
278,090
|
100.00 | % | 2.21 | % |
Three
months or less
|
$ |
21,268
|
||
Over
three months through six months
|
21,572
|
|||
Over
six months through one year
|
18,972
|
|||
Over
one year to three years
|
7,627
|
|||
Over
three years
|
2,522
|
|||
Total
|
$ |
71,961
|
For
The Years Ended September 30,
|
||||||||||||
2007
|
2006
|
2005
|
||||||||||
(Dollars
in thousands)
|
||||||||||||
Beginning
balance
|
$ |
305,111
|
$ |
263,524
|
$ |
214,049
|
||||||
Net
deposits (withdrawals) before interest credited
|
30,141
|
33,644
|
44,903
|
|||||||||
Interest
credited
|
12,011
|
7,944
|
4,572
|
|||||||||
Ending
balance
|
$ |
347,263
|
$ |
305,111
|
$ |
263,524
|
Year
|
||||
2008
|
4,022
|
|||
2009
|
7,757
|
|||
2010
|
6,777
|
|||
2011
|
5,000
|
|||
2012
|
5,228
|
|||
$ |
28,784
|
At
September 30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Balance
at end of year
|
$ |
11,200
|
$ |
28,875
|
||||
Weighted
average balance during the year
|
28,828
|
11,727
|
||||||
Weighted
average interest rate at the end of year
|
5.24 | % | 5.51 | % | ||||
Maximum
month-end balance during the year
|
42,300
|
28,875
|
||||||
Average
interest rate during the year
|
5.36 | % | 4.81 | % |
|
·
|
real
estate mortgages;
|
|
·
|
consumer
and commercial loans;
|
|
·
|
specific
types of debt securities, including certain corporate debt securities
and
obligations of federal, state and local governments and
agencies;
|
|
·
|
certain
types of corporate equity securities;
and
|
|
·
|
certain
other assets.
|
|
·
|
common
stockholders’ equity, excluding the unrealized appreciation or
depreciation, net of tax, from available-for-sale
securities;
|
|
·
|
non-cumulative
perpetual preferred stock, including any related retained earnings;
and
|
|
·
|
minority
interests in consolidated subsidiaries minus all intangible assets,
other
than qualifying servicing rights and any net unrealized loss on marketable
equity securities.
|
|
·
|
cumulative
perpetual preferred stock;
|
|
·
|
certain
perpetual preferred stock for which the dividend rate may be reset
periodically;
|
|
·
|
hybrid
capital instruments, including mandatory convertible
securities;
|
|
·
|
term
subordinated debt;
|
|
·
|
intermediate
term preferred stock;
|
|
·
|
allowance
for loan losses; and
|
|
·
|
up
to 45% of pretax net unrealized holding gains on available-for-sale
equity
securities with readily determinable fair market
values.
|
|
·
|
the
quality of the bank’s interest rate risk management
process;
|
|
·
|
the
overall financial condition of the bank;
and
|
|
·
|
the
level of other risks at the bank for which capital is
needed.
|
|
(i)
|
0.2%
of its mortgage related assets, calculated annually, which include
one-to-four family residential mortgage loans, multifamily and
non-residential real estate loans, home equity loans, and mortgage-backed
investment securities;
|
|
(ii)
|
4.5%
(or such greater fraction as established by the Federal Home Loan
Bank of
New York) of its advances from the Federal Home Loan Bank of New
York,
calculated daily.
|
|
·
|
its
ratio of total capital to risk-weighted assets is at least
10%;
|
|
·
|
its
ratio of Tier 1 capital to risk-weighted assets is at least 6%;
and
|
|
·
|
its
ratio of Tier 1 capital to total assets is at least 5%, and it is
not
subject to any order or directive by the Federal Deposit Insurance
Corporation to meet a specific capital
level.
|
|
·
|
its
ratio of total capital to risk-weighted assets is at least 8%;
or
|
|
·
|
its
ratio of Tier 1 capital to risk-weighted assets is at least 4%;
and
|
|
·
|
its
ratio of Tier 1 capital to total assets is at least 4% (3% if the
bank
receives the highest rating under the Uniform Financial Institutions
Rating System) and it is not a well-capitalized
institution.
|
|
·
|
its
total risk-based capital is less than 8%;
or
|
|
·
|
its
Tier 1 risk-based-capital is less than 4%;
and
|
|
·
|
its
leverage ratio is less than 4% (or less than 3% if the institution
receives the highest rating under the Uniform Financial Institutions
Rating System).
|
|
·
|
its
total risk-based capital is less than
6%;
|
|
·
|
its
Tier 1 capital is less than 3%; or
|
|
·
|
its
leverage ratio is less than 3%.
|
|
·
|
insolvency,
or when the assets of the bank are less than its liabilities to depositors
and others;
|
|
·
|
substantial
dissipation of assets or earnings through violations of law or unsafe
or
unsound practices;
|
|
·
|
existence
of an unsafe or unsound condition to transact
business;
|
|
·
|
likelihood
that the bank will be unable to meet the demands of its depositors
or to
pay its obligations in the normal course of business;
and
|
|
·
|
insufficient
capital, or the incurring or likely incurring of losses that will
deplete
substantially all of the institution’s capital with no reasonable prospect
of replenishment of capital without federal
assistance.
|
|
·
|
limits
the extent to which the bank or its subsidiaries may engage in “covered
transactions” with any one affiliate to an amount equal to 10% of such
bank’s capital stock and retained earnings, and limits all such
transactions with all affiliates to an amount equal to 20% of such
capital
stock and retained earnings; and
|
|
·
|
requires
that all such transactions be on terms that are consistent with safe
and
sound banking practices.
|
|
·
|
a
lending test, to evaluate the institution’s record of making loans in its
service areas;
|
|
·
|
an
investment test, to evaluate the institution’s record of investing in
community development projects, affordable housing, and programs
benefiting low or moderate income individuals and businesses;
and
|
|
·
|
a
service test, to evaluate the institution’s delivery of services through
its branches, ATMs and other
offices.
|
|
·
|
making
or servicing loans;
|
|
·
|
performing
certain data processing services;
|
|
·
|
providing
discount brokerage services, or acting as fiduciary, investment or
financial advisor;
|
|
·
|
leasing
personal or real property;
|
|
·
|
making
investments in corporations or projects designed primarily to promote
community welfare; and
|
|
·
|
acquiring
a savings and loan association.
|
|
·
|
each
of its depository institution subsidiaries is “well
capitalized;”
|
|
·
|
each
of its depository institution subsidiaries is “well
managed;”
|
|
·
|
each
of its depository institution subsidiaries has at least a “satisfactory”
Community Reinvestment Act rating at its most recent examination;
and
|
|
·
|
the
bank holding company has filed a certification with the Federal Reserve
Board stating that it elects to become a financial holding
company.
|
|
·
|
the
interest income we earn on our interest-earning assets, such as loans
and
securities; and
|
|
·
|
the
interest expense we pay on our interest-bearing liabilities, such
as
deposits and borrowings.
|
ITEM
2.
|
Description
of Property
|
Original
Year
|
Year
of
|
|||||
Location
|
Leased
or Owned
|
Leased
or Acquired
|
Lease
Expiration
|
|||
Main
Office:
|
||||||
400
Somerset Street
|
Owned
|
2005
|
-
|
|||
New
Brunswick, New Jersey
|
||||||
Full
- Service Branches:
|
||||||
582
Milltown Road
|
Leased
|
2002
|
2012
|
|||
North
Brunswick, New Jersey
|
||||||
3050
Highway No. 27
|
Owned
|
1969
|
-
|
|||
South
Brunswick, New Jersey
|
||||||
1000
Route 202 South
|
Leased
|
2006
|
2031
|
|||
Branchburg,
New Jersey
|
||||||
89
French Street
|
Leased
|
2006
|
2011
|
|||
New
Brunswick, New Jersey
|
ITEM
3.
|
Legal
Proceedings
|
ITEM
4.
|
Submission
of Matters to a Vote of Security
Holders
|
ITEM
5.
|
Market
for Common Equity, Related Stockholder Matters and Small Business Issuer Purchases of Equity
Securities
|
Fiscal
Year Ended
|
Closing
|
Dividends
|
||||||||||||||
September
30, 2007
|
High
|
Low
|
Price
|
Declared
|
||||||||||||
Quarter
ended September 30, 2007
|
$ |
14.17
|
$ |
10.75
|
$ |
10.76
|
$ |
-
|
||||||||
Quarter
ended June 30, 2007
|
15.20
|
13.88
|
14.18
|
-
|
||||||||||||
Quarter
ended March 31, 2007
|
14.98
|
13.60
|
14.25
|
-
|
||||||||||||
Quarter
ended December 31, 2006
|
14.05
|
12.05
|
13.76
|
-
|
||||||||||||
Fiscal
Year Ended
|
Closing
|
Dividends
|
||||||||||||||
September
30, 2006
|
High
|
Low
|
Price
|
Declared
|
||||||||||||
Quarter
ended September 30, 2006
|
$ |
13.97
|
$ |
11.00
|
$ |
13.17
|
$ |
-
|
||||||||
Quarter
ended June 30, 2006
|
12.00
|
10.75
|
11.20
|
-
|
||||||||||||
Quarter
ended March 31, 2006
|
12.39
|
10.35
|
12.02
|
-
|
Number
of securities to
|
Number
of
|
|||||||||||
be issued upon exercise |
Weighted
|
securities
remaining
|
||||||||||
of
outstanding options
|
average
exercise
|
available
for
|
||||||||||
and
rights
|
price(1)
|
issuance
under plan
|
||||||||||
Stock
options
|
217,826
|
$ |
14.61
|
54,503
|
||||||||
Shares
of restricted stock
|
-
|
-
|
5,452
|
|||||||||
Total
|
217,826
|
$ |
14.61
|
59,955
|
||||||||
_____________
|
||||||||||||
(1)
Reflects
weighted average exercise price of stock options only.
|
|
(b)
|
Not
applicable.
|
|
(c)
|
Share
repurchases.
|
Remaining
Number
|
||||||||||||
Total
Number
|
Average
|
of
Shares That
|
||||||||||
of
Shares
|
Price
Paid
|
May
be Purchased
|
||||||||||
Period
|
Purchased
|
Per
Share
|
Under
the Plan
|
|||||||||
April
1, 2007 through June 30, 2007
|
92,100
|
$ |
14.76
|
38,827
|
||||||||
July
1, 2007 through September 30, 2007
|
32,700
|
$ |
11.63
|
6,127
|
||||||||
Total
|
124,800
|
$ |
13.94
|
ITEM
6.
|
Management’s
Discussion and Analysis or Plan of
Operation
|
MAGYAR
BANCORP, INC. AND SUBSIDIARY
|
||||||||||||||||||||||||||||||||||||
Comparative
Average Balance Sheets
|
||||||||||||||||||||||||||||||||||||
(Dollars
In Thousands)
|
For
the Year Ended September 30,
|
||||||||||||||||||||||||||||||||||||
2007
|
2006
|
2005
|
||||||||||||||||||||||||||||||||||
Average
Balance
|
Interest
Income/
Expense
|
Yield/Cost
|
Average
Balance
|
Interest
Income/
Expense
|
Yield/Cost
|
Average
Balance
|
Interest
Income/
Expense
|
Yield/Cost
|
||||||||||||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||||||||||||||||
Interest-earning
assets:
|
||||||||||||||||||||||||||||||||||||
Interest-earning
deposits
|
$ |
241
|
$ |
12
|
4.79 | % | $ |
2,441
|
$ |
106
|
4.34 | % | $ |
750
|
$ |
18
|
2.40 | % | ||||||||||||||||||
Loans
receivable, net
|
371,972
|
27,096
|
7.28 | % |
311,706
|
21,520
|
6.90 | % |
217,955
|
13,029
|
5.98 | % | ||||||||||||||||||||||||
Securities
|
||||||||||||||||||||||||||||||||||||
Taxable
|
40,407
|
1,786
|
4.42 | % |
47,048
|
1,801
|
3.83 | % |
63,421
|
2,427
|
3.83 | % | ||||||||||||||||||||||||
Tax-exempt
(1)
|
2,961
|
176
|
5.95 | % |
1,214
|
69
|
5.68 | % |
149
|
13
|
8.52 | % | ||||||||||||||||||||||||
FHLB
of NY stock
|
2,962
|
218
|
7.37 | % |
2,408
|
119
|
4.94 | % |
2,008
|
94
|
4.68 | % | ||||||||||||||||||||||||
Total
interest-earning assets
|
418,543
|
29,288
|
7.00 | % |
364,817
|
23,615
|
6.47 | % |
284,283
|
15,581
|
5.48 | % | ||||||||||||||||||||||||
Noninterest-earning
assets
|
42,091
|
30,693
|
26,989
|
|||||||||||||||||||||||||||||||||
Total
assets
|
$ |
460,634
|
$ |
395,510
|
$ |
311,272
|
||||||||||||||||||||||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||||||||||||||
Savings
accounts (2)
|
$ |
38,615
|
$ |
410
|
1.06 | % | $ |
55,623
|
$ |
621
|
1.12 | % | $ |
51,625
|
$ |
340
|
0.66 | % | ||||||||||||||||||
NOW
accounts (3)
|
101,088
|
3,628
|
3.59 | % |
70,470
|
1,681
|
2.39 | % |
57,551
|
633
|
1.10 | % | ||||||||||||||||||||||||
Time
deposits (4)
|
188,306
|
8,653
|
4.60 | % |
166,118
|
6,192
|
3.73 | % |
123,412
|
3,406
|
2.76 | % | ||||||||||||||||||||||||
Total
interest-bearing deposits
|
328,009
|
12,691
|
3.87 | % |
292,211
|
8,494
|
2.91 | % |
232,588
|
4,379
|
1.88 | % | ||||||||||||||||||||||||
Borrowings
|
56,403
|
2,857
|
5.07 | % |
39,172
|
1,829
|
4.67 | % |
37,340
|
1,573
|
4.22 | % | ||||||||||||||||||||||||
Loan
payable
|
-
|
-
|
807
|
64
|
7.93 | % |
965
|
67
|
6.94 | % | ||||||||||||||||||||||||||
Total
interest-bearing liabilities
|
384,412
|
15,548
|
4.04 | % |
332,190
|
10,387
|
3.13 | % |
270,893
|
6,020
|
2.22 | % | ||||||||||||||||||||||||
Noninterest-bearing
liabilities
|
27,633
|
24,509
|
16,582
|
|||||||||||||||||||||||||||||||||
Total
liabilities
|
412,045
|
356,699
|
287,475
|
|||||||||||||||||||||||||||||||||
Retained
earnings
|
48,589
|
38,811
|
23,797
|
|||||||||||||||||||||||||||||||||
Total
liabilities and retained earnings
|
$ |
460,634
|
$ |
395,510
|
$ |
311,272
|
||||||||||||||||||||||||||||||
Tax-equivalent
basis adjustment
|
(60 | ) | (20 | ) | (4 | ) | ||||||||||||||||||||||||||||||
Net
interest income
|
$ |
13,680
|
$ |
13,208
|
$ |
9,557
|
||||||||||||||||||||||||||||||
Interest
rate spread
|
2.96 | % | 3.34 | % | 3.26 | % | ||||||||||||||||||||||||||||||
Net
interest-earning assets
|
$ |
34,131
|
$ |
32,627
|
$ |
13,391
|
||||||||||||||||||||||||||||||
Net
interest margin
(5)
|
3.27 | % | 3.62 | % | 3.36 | % | ||||||||||||||||||||||||||||||
Average
interest-earning assets to average interest-bearing
liabilities
|
108.88 | % | 109.82 | % | 104.94 | % |
(1)
|
Calculated
using 34% tax rate for all periods.
|
(2)
|
Includes
passbook savings, money market passbook and club
accounts.
|
(3)
|
Includes
interest-bearing checking and money market
accounts.
|
(4)
|
Includes
certificates of deposits and individual retirement
accounts.
|
(5)
|
Calculated
as net interest income divided by average total interest-earning
assets.
|
For
the Years Ended September 30
|
||||||||||||||||||||||||
2007
vs. 2006
|
2006
vs. 2005
|
|||||||||||||||||||||||
Increase
(decrease)
|
Increase
(decrease)
|
|||||||||||||||||||||||
due
to
|
due
to
|
|||||||||||||||||||||||
Volume
|
Rate
|
Net
|
Volume
|
Rate
|
Net
|
|||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||||
Interest-earning
assets:
|
||||||||||||||||||||||||
Interest-earning
deposits
|
$ | (94 | ) | $ |
-
|
$ | (94 | ) | $ |
41
|
$ |
47
|
$ |
88
|
||||||||||
Loans
|
4,161
|
1,415
|
5,576
|
5,606
|
2,885
|
8,491
|
||||||||||||||||||
Securities
|
||||||||||||||||||||||||
Taxable
|
(254 | ) |
239
|
(15 | ) | (627 | ) |
1
|
(626 | ) | ||||||||||||||
Tax-exempt
(1)
|
99
|
8
|
107
|
91
|
(35 | ) |
56
|
|||||||||||||||||
FHLB
of NY stock
|
27
|
72
|
99
|
19
|
6
|
25
|
||||||||||||||||||
Total
interest-earning assets
|
3,939
|
1,734
|
5,673
|
5,130
|
2,904
|
8,034
|
||||||||||||||||||
Interest-bearing
liabilities:
|
||||||||||||||||||||||||
Savings
accounts (2)
|
(189 | ) | (22 | ) | (211 | ) |
26
|
255
|
281
|
|||||||||||||||
NOW
accounts (3)
|
733
|
1,214
|
1,947
|
142
|
906
|
1,048
|
||||||||||||||||||
Time
deposits (4)
|
826
|
1,635
|
2,461
|
1,179
|
1,607
|
2,786
|
||||||||||||||||||
Total
interest-bearing deposits
|
1,370
|
2,827
|
4,197
|
1,347
|
2,768
|
4,115
|
||||||||||||||||||
Federal
Home Loan Bank borrowings
|
803
|
225
|
1,028
|
77
|
178
|
255
|
||||||||||||||||||
Loan
payable
|
(64 | ) |
-
|
(64 | ) | (11 | ) |
8
|
(3 | ) | ||||||||||||||
Total
interest-bearing liabilities
|
2,109
|
3,052
|
5,161
|
1,413
|
2,954
|
4,367
|
||||||||||||||||||
Increase
(decrease) in tax equivalent
|
||||||||||||||||||||||||
net
interest income
|
$ |
1,830
|
$ | (1,318 | ) | $ |
512
|
$ |
3,717
|
$ | (50 | ) | $ |
3,667
|
||||||||||
Change
in tax-equivalent basis adjustment
|
(40 | ) | (16 | ) | ||||||||||||||||||||
Increase
in net interest income
|
$ |
472
|
$ |
3,651
|
(1)
|
Calculated
using 34% tax rate for all periods.
|
(2)
|
Includes
passbook savings, money market passbook and club
accounts.
|
(3)
|
Includes
interest-bearing checking and money market
accounts.
|
(4)
|
Includes
certificates of deposits and individual retirement
accounts.
|
Estimated
|
Estimated
Increase
|
Estimated
Increase
|
||||||||||||||||||||||||
Change
in
|
Net
Interest
|
in
NII Year 1
|
(Decrease)
in NII Year 2
|
|||||||||||||||||||||||
Interest
rates
|
Income
|
Estimated
|
||||||||||||||||||||||||
(Basis
Points)(1)
|
(NII)
Year 1
|
Amount
|
Percentage
|
NII
Year 2
|
Amount
|
Percentage
|
||||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||||||
+200
|
$ |
13,025
|
$ |
52
|
0.40 | % | $ |
12,515
|
$ | (458 | ) | -3.53 | % | |||||||||||||
Unchanged
|
12,973
|
-
|
-
|
13,284
|
312
|
2.40 | % | |||||||||||||||||||
-200
|
13,560
|
587
|
4.53 | % |
15,255
|
2,282
|
17.59 | % |
Payments
Due by Period
|
||||||||||||||||||||
Less
Than
|
One
to
|
Three
to
|
More
Than
|
|||||||||||||||||
One
Year
|
Three
Years
|
Five
Years
|
Five
Years
|
Total
|
||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||
Certificates
of deposit
|
$ |
169,961
|
$ |
24,165
|
$ |
6,423
|
$ |
-
|
$ |
200,549
|
||||||||||
Federal
Home Loan Bank advances
|
4,022
|
14,535
|
10,228
|
-
|
28,785
|
|||||||||||||||
Repurchase
agreements
|
-
|
-
|
10,000
|
-
|
10,000
|
|||||||||||||||
Available
lines of credit
|
23,354
|
17
|
79
|
9,724
|
33,173
|
|||||||||||||||
Operating
leases
|
286
|
572
|
450
|
-
|
1,308
|
|||||||||||||||
Total
|
$ |
197,623
|
$ |
39,289
|
$ |
27,180
|
$ |
9,724
|
$ |
273,815
|
||||||||||
Commitments
to extend credit
|
$ |
41,211
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
41,211
|
ITEM
7.
|
Financial
Statements
|
Consolidated
Financial Statements:
|
|
|
|
Report
of Independent Registered Public Accounting Firm
|
55
|
Consolidated
Balance Sheets as of September 30, 2007 and 2006
|
56
|
Consolidated
Statements of Income for the Years
|
|
ended
September 30, 2007 and 2006
|
57
|
Consolidated
Statements of Changes in Shareholders’ Equity for the
Years
|
|
ended
September 30, 2007 and 2006
|
58
|
Consolidated
Statements of Cash Flows for the Years
|
|
ended
September 30, 2007 and 2006
|
59
|
Notes
to Consolidated Financial Statements
|
60
|
|
|
Signatures
|
|
Exhibit
31.1
|
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
Exhibit
31.2
|
|
Certification
Pursuant to Section 302 of the Sarbanes-Oxley Act of
2002
|
|
Exhibit
32
|
|
Certification
Pursuant to Section 906 of the Sarbanes-Oxley Act of
2002
|
|
MAGYAR
BANCORP, INC. AND SUBSIDIARY
|
||||||||
Consolidated
Balance Sheets
|
||||||||
(In
Thousands, Except Share Data)
|
||||||||
September
30,
|
||||||||
2007
|
2006
|
|||||||
Assets
|
||||||||
Cash
|
$ |
5,132
|
$ |
5,912
|
||||
Interest
earning deposits with banks
|
101
|
105
|
||||||
Total
cash and cash equivalents
|
5,233
|
6,017
|
||||||
Investment
securities - available for sale, at fair value
|
27,373
|
18,169
|
||||||
Investment
securities - held to maturity, at amortized cost (fair value of
$17,957
|
||||||||
and
$23,358 at September 30, 2007 and 2006, respectively)
|
18,116
|
23,895
|
||||||
Federal
Home Loan Bank of New York stock, at cost
|
2,325
|
2,870
|
||||||
Loans
receivable, net of allowance for loan losses of $3,754 and $3,892
at
|
||||||||
September
30, 2007 and 2006, respectively
|
381,614
|
347,969
|
||||||
Bank
owned life insurance
|
10,120
|
9,606
|
||||||
Accrued
interest receivable
|
2,521
|
2,218
|
||||||
Premises
and equipment, net
|
22,302
|
21,690
|
||||||
Other
real estate owned
|
2,238
|
-
|
||||||
Other
assets
|
1,335
|
1,770
|
||||||
Total
assets
|
$ |
473,177
|
$ |
434,204
|
||||
Liabilities
and Stockholders' Equity
|
||||||||
Liabilities
|
||||||||
Deposits
|
$ |
368,777
|
$ |
325,602
|
||||
Escrowed
funds
|
1,172
|
1,158
|
||||||
Federal
Home Loan Bank of New York advances
|
39,985
|
47,996
|
||||||
Securities
sold under agreements to repurchase
|
10,000
|
5,000
|
||||||
Accrued
interest payable
|
1,706
|
1,141
|
||||||
Accounts
payable and other liabilities
|
3,344
|
5,095
|
||||||
Total
liabilities
|
424,984
|
385,992
|
||||||
Stockholders'
equity
|
||||||||
Preferred
stock: $.01 Par Value, 1,000,000 shares authorized; none
issued
|
-
|
-
|
||||||
Common
stock: $.01 Par Value, 8,000,000 shares authorized;
5,923,742
|
||||||||
issued;
5,798,942 and 5,923,742 outstanding at September 30, 2007
|
||||||||
and
September 30, 2006, respectively
|
59
|
59
|
||||||
Additional
paid-in capital
|
26,082
|
25,786
|
||||||
Treasury
stock, 124,800 shares at cost
|
(1,740 | ) |
-
|
|||||
Unearned
shares held by Employee Stock Ownership Plan
|
(1,845 | ) | (2,133 | ) | ||||
Retained
earnings
|
25,717
|
25,001
|
||||||
Accumulated
other comprehensive loss, net
|
(80 | ) | (501 | ) | ||||
Total
stockholders' equity
|
48,193
|
48,212
|
||||||
Total
liabilities and stockholders' equity
|
$ |
473,177
|
$ |
434,204
|
||||
The
accompanying notes are an integral part of these
statements.
|
MAGYAR
BANCORP, INC. AND SUBSIDIARY
|
||||||||
Consolidated
Statements of Income
|
||||||||
(In
Thousands, Except Per Share Data)
|
||||||||
For
the Years
|
||||||||
Ended
September 30,
|
||||||||
2007
|
2006
|
|||||||
Interest
and dividend income
|
||||||||
Loans,
including fees
|
$ |
27,096
|
$ |
21,519
|
||||
Investment
securities
|
||||||||
Taxable
|
1,798
|
1,907
|
||||||
Tax-exempt
|
116
|
50
|
||||||
Federal
Home Loan Bank of New York stock
|
218
|
119
|
||||||
Total
interest and dividend income
|
29,228
|
23,595
|
||||||
Interest
expense
|
||||||||
Deposits
|
12,691
|
8,494
|
||||||
Borrowings
|
2,857
|
1,893
|
||||||
Total
interest expense
|
15,548
|
10,387
|
||||||
Net
interest and dividend income
|
13,680
|
13,208
|
||||||
Provision
for loan losses
|
398
|
961
|
||||||
Net
interest and dividend income after
|
||||||||
provision
for loan losses
|
13,282
|
12,247
|
||||||
Other
income
|
||||||||
Service
charges
|
968
|
771
|
||||||
Other
operating income
|
462
|
302
|
||||||
Gains
on sales of loans
|
24
|
9
|
||||||
Losses
on the sales of investment securities
|
-
|
(104 | ) | |||||
Total
other income
|
1,454
|
978
|
||||||
Other
expenses
|
||||||||
Compensation
and employee benefits
|
7,942
|
6,951
|
||||||
Occupancy
expenses
|
2,538
|
1,975
|
||||||
Advertising
|
286
|
329
|
||||||
Professional
fees
|
617
|
710
|
||||||
Service
fees
|
514
|
438
|
||||||
Contribution
to charitable foundation
|
-
|
1,547
|
||||||
Other
expenses
|
1,866
|
1,398
|
||||||
Total
other expenses
|
13,763
|
13,348
|
||||||
Income
(loss) before income tax expense (benefit)
|
973
|
(123 | ) | |||||
Income
tax expense (benefit)
|
257
|
(128 | ) | |||||
Net
income
|
$ |
716
|
$ |
5
|
||||
Net
income per share- basic and diluted
|
$ |
0.12
|
N/A
|
|||||
The
accompanying notes are an integral part of these
statements.
|
MAGYAR
BANCORP, INC. AND SUBSIDIARY
|
||||||||||||||||||||||||||||||||
Consolidated
Statement of Changes in Stockholders' Equity
|
||||||||||||||||||||||||||||||||
Years
ended September 30, 2007 and 2006
|
||||||||||||||||||||||||||||||||
(In
Thousands, Except for Share Amounts)
|
||||||||||||||||||||||||||||||||
Accumulated
|
||||||||||||||||||||||||||||||||
Common
Stock
|
Additional
|
Other
|
||||||||||||||||||||||||||||||
Shares
|
Par
|
Paid-In
|
Treasury
|
Unearned
|
Retained
|
Comprehensive | ||||||||||||||||||||||||||
Outstanding
|
Value
|
Capital
|
Stock
|
ESOP
Shares
|
Earnings
|
Income/(Loss)
|
Total
|
|||||||||||||||||||||||||
Balance,
September 30, 2005
|
-
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
-
|
$ |
24,996
|
$ | (608 | ) | $ |
24,388
|
||||||||||||||||
Comprehensive
income
|
||||||||||||||||||||||||||||||||
Net
income
|
-
|
-
|
-
|
-
|
-
|
5
|
-
|
5
|
||||||||||||||||||||||||
Other
comprehensive income, net of
|
||||||||||||||||||||||||||||||||
reclassification
adjustments and taxes
|
-
|
-
|
-
|
-
|
-
|
-
|
107
|
107
|
||||||||||||||||||||||||
Total
comprehensive income
|
112
|
|||||||||||||||||||||||||||||||
Issuance
of common stock
|
5,923,742
|
59
|
25,770
|
-
|
-
|
-
|
-
|
25,829
|
||||||||||||||||||||||||
Common
stock acquired by ESOP
|
-
|
-
|
-
|
-
|
(2,306 | ) |
-
|
-
|
(2,306 | ) | ||||||||||||||||||||||
Allocation
of ESOP stock
|
-
|
-
|
16
|
-
|
173
|
-
|
-
|
189
|
||||||||||||||||||||||||
Balance,
September 30, 2006
|
5,923,742
|
$ |
59
|
$ |
25,786
|
$ |
-
|
$ | (2,133 | ) | $ |
25,001
|
$ | (501 | ) | $ |
48,212
|
|||||||||||||||
Comprehensive
income
|
||||||||||||||||||||||||||||||||
Net
income
|
-
|
-
|
-
|
-
|
-
|
716
|
-
|
716
|
||||||||||||||||||||||||
Other
comprehensive income, net of
|
||||||||||||||||||||||||||||||||
reclassification
adjustments and taxes
|
-
|
-
|
-
|
-
|
-
|
-
|
421
|
421
|
||||||||||||||||||||||||
Total
comprehensive income
|
1,137
|
|||||||||||||||||||||||||||||||
Purchase
of treasury stock
|
(124,800 | ) |
-
|
-
|
(1,740 | ) |
-
|
-
|
-
|
(1,740 | ) | |||||||||||||||||||||
Allocation
of ESOP stock
|
-
|
-
|
26
|
-
|
288
|
-
|
-
|
314
|
||||||||||||||||||||||||
Compensation
cost for stock options
|
||||||||||||||||||||||||||||||||
and
restricted stock
|
-
|
-
|
270
|
-
|
-
|
-
|
-
|
270
|
||||||||||||||||||||||||
Balance,
September 30, 2007
|
5,798,942
|
$ |
59
|
$ |
26,082
|
$ | (1,740 | ) | $ | (1,845 | ) | $ |
25,717
|
$ | (80 | ) | $ |
48,193
|
||||||||||||||
The
accompanying notes are an integral part of this
statement.
|
MAGYAR
BANCORP, INC. AND SUBSIDIARY
|
||||||||
Consolidated
Statements of Cash Flows
|
||||||||
(In
Thousands)
|
||||||||
For
the Years Ended
|
||||||||
September
30,
|
||||||||
2007
|
2006
|
|||||||
Operating
activities
|
||||||||
Net
income
|
$ |
716
|
$ |
5
|
||||
Adjustment
to reconcile net income to net cash provided by
|
||||||||
operating
activities
|
||||||||
Contribution
of stock to charitable foundation
|
-
|
1,047
|
||||||
Depreciation
expense
|
1,145
|
1,000
|
||||||
Premium
amortization on investment securities, net
|
158
|
166
|
||||||
Mortgage
loans originated for sale
|
(3,312 | ) |
-
|
|||||
Proceeds
from mortgage loan sales
|
3,312
|
2,817
|
||||||
Provision
for loan losses
|
398
|
961
|
||||||
Gains
on sale of loans
|
(24 | ) | (9 | ) | ||||
Losses
on sale of investment securities
|
-
|
104
|
||||||
ESOP
compensation expense
|
314
|
189
|
||||||
Stock-based
compensation expense
|
270
|
-
|
||||||
Deferred
income tax provision
|
(185 | ) | (477 | ) | ||||
Increase
in accrued interest receivable
|
(303 | ) | (662 | ) | ||||
Increase
in bank owned life insurance
|
(377 | ) | (223 | ) | ||||
Decrease
in other assets
|
240
|
3,874
|
||||||
Increase
in accrued interest payable
|
565
|
645
|
||||||
(Decrease)
increase in accounts payable and other liabilities
|
(1,256 | ) |
593
|
|||||
Net
cash provided by operating activities
|
1,661
|
10,030
|
||||||
Investing
activities
|
||||||||
Net
increase in loans receivable
|
(36,257 | ) | (84,421 | ) | ||||
Purchases
of investment securities available for sale
|
(13,772 | ) | (7,612 | ) | ||||
Sales
of investment securities available for sale
|
142
|
3,896
|
||||||
Proceeds
from maturities/calls of investment securities held to
maturity
|
-
|
4,010
|
||||||
Proceeds
from maturities/calls of investment securities available for
sale
|
-
|
2,519
|
||||||
Principal
repayments on investment securities held to maturity
|
5,709
|
6,293
|
||||||
Principal
repayments on investment securities available for sale
|
4,560
|
3,738
|
||||||
Purchases
of bank owned life insurance
|
(137 | ) | (3,570 | ) | ||||
Purchases
of premises and equipment
|
(1,757 | ) | (3,227 | ) | ||||
Redemption
(purchase) of Federal Home Loan Bank of New York stock
|
545
|
(426 | ) | |||||
Net
cash used in investing activities
|
(40,967 | ) | (78,800 | ) | ||||
Financing
activities
|
||||||||
Net
increase in deposits
|
43,175
|
47,512
|
||||||
Net
proceeds from issurance of common stock
|
-
|
24,782
|
||||||
Net
purchase of common stock for ESOP
|
-
|
(2,306 | ) | |||||
Stock
compensation tax benefit
|
84
|
-
|
||||||
Net
increase (decrease) in escrowed funds
|
14
|
(37 | ) | |||||
Proceeds
from long-term advances
|
10,326
|
-
|
||||||
Repayments
of long-term advances
|
(3,662 | ) | (1,951 | ) | ||||
Proceeds
of short-term advances
|
-
|
11,075
|
||||||
Repayments
of short-term advances
|
(17,675 | ) |
-
|
|||||
Proceeds
of securities sold under agreements to repurchase
|
10,000
|
-
|
||||||
Repayments
of securities sold under agreements to repurchase
|
(2,000 | ) | (5,000 | ) | ||||
Repayments
of loans payable
|
-
|
(2,497 | ) | |||||
Purchase
of treasury stock
|
(1,740 | ) |
-
|
|||||
Net
cash provided by financing activities
|
38,522
|
71,578
|
||||||
Net
(decrease) increase in cash and cash equivalents
|
(784 | ) |
2,808
|
|||||
Cash
and cash equivalents, beginning of year
|
6,017
|
3,209
|
||||||
Cash
and cash equivalents, end of year
|
$ |
5,233
|
$ |
6,017
|
||||
Supplemental
disclosures of cash flow information
|
||||||||
Cash
paid for
|
||||||||
Interest
|
$ |
14,983
|
$ |
9,742
|
||||
Income
taxes
|
512
|
30
|
||||||
Non-cash
investing activities
|
||||||||
Real
estate acquired in full satisfaction of loans in
foreclosure
|
$ |
2,238
|
-
|
|||||
The
accompanying notes are an integral part of these
statements.
|
|
On
January 23, 2006, Magyar Bank completed a reorganization involving
a
series of transactions by which our corporate structure was changed
from a
mutual savings bank to the mutual holding company form of ownership.
Magyar Bank became a New Jersey-chartered stock savings bank subsidiary
of
Magyar Bancorp, Inc., a Delaware-chartered mid-tier stock holding
company. Magyar Bancorp, Inc. (the Company) owns 100% of the
outstanding shares of common stock of Magyar Bank. Magyar Bancorp,
Inc. is
a majority-owned subsidiary of Magyar Bancorp, MHC, a New Jersey-chartered
mutual holding company.
|
|
Magyar
Bancorp, MHC, owns 54.0%, or 3,200,450, of the issued shares of common
stock of Magyar Bancorp, Inc. Of the remaining shares, 2,598,492,
or
43.9%, are held by public stockholders and 124,800, or 2.1%, are
held by
Magyar Bancorp, Inc. in treasury stock. So long as Magyar Bancorp,
MHC
exists, it will be required to own a majority of the voting stock
of
Magyar Bancorp, Inc. Magyar Bancorp, MHC is subject to comprehensive
regulation and examination by the Board of Governors of the Federal
Reserve System and the New Jersey Department of Banking and
Insurance.
|
|
Magyar
Bank (the Bank) is subject to regulations issued by the New Jersey
Department of Banking and Insurance and the Federal Deposit Insurance
Corporation. The Bank’s administrative offices are located in New
Brunswick, New Jersey. The Bank has five branch offices which are
located
in New Brunswick (two including the main branch), North Brunswick,
South
Brunswick and Branchburg, New Jersey. The Bank’s savings deposits are
insured by the FDIC through the Deposit Insurance Fund (DIF); also,
the
Bank is a member of the Federal Home Loan Bank of New
York.
|
MagBank Investment Company, a New Jersey investment corporation subsidiary of Magyar Bank was formed on August 15, 2006 for the purpose of buying, selling and holding investment securities. |
Hungaria Urban Renewal, LLC is a Delaware limited-liability corporation established in 2002 as a qualified intermediary operating for the purpose of acquiring and developing Magyar Bank’s new main office. The Bank owns a 100% interest in Hungaria Urban Renewal, LLC, which will have no other business other than owning the Bank’s main office site. |
|
Magyar
Service Corporation, a New Jersey corporation, is a wholly owned,
non-bank
subsidiary of Magyar Bank. Magyar Service Corporation, which also
operates
under the name Magyar Financial Services, receives commissions from
annuity and life insurance sales referred to a licensed, non-bank
financial planner.
|
|
The
Bank competes with other banking and financial institutions in its
primary
market areas. Commercial banks, savings banks, savings and loan
associations, credit unions and money market funds actively compete
for
savings and time certificates of deposit and all types of loans.
Such
institutions, as well as consumer financial and insurance companies,
may
be considered competitors of the Bank with respect to one or more
of the
services it renders.
|
|
The
Bank is subject to regulations of certain state and federal agencies
and,
accordingly, the Bank is periodically examined by such regulatory
authorities. As a consequence of the regulation of commercial banking
activities, the Bank’s business is particularly susceptible to future
state and federal legislation and
regulations.
|
|
1. Basis
of Financial Statement
Presentation
|
|
The
accounting and reporting policies of the Company conform to accounting
principles generally accepted in the United States of America (US
GAAP)
and predominant practices within the banking industry. The financial
statements include the accounts of the Company, and its wholly owned
subsidiaries, the Bank, MagBank Investment Company, Magyar Service
Corporation, and Hungaria Urban Renewal, LLC. All intercompany balances
and transactions have been eliminated in the financial
statements.
In
preparing financial statements in conformity with US GAAP, management
is
required to make estimates and assumptions that affect the reported
amounts of assets and liabilities, the disclosure of contingent assets
and
liabilities at the date of the financial statements, and the reported
amounts of revenues and expenses during the reporting period. Actual
results could differ from those
estimates.
|
|
The
principal estimate that is particularly susceptible to significant
change
in the near term relates to the allowance for loan losses. The evaluation
of the adequacy of the allowance for loan losses includes an analysis
of
the individual loans and overall risk characteristics and size of
the
different loan portfolios, and takes into consideration current economic
and market conditions, the capability of specific borrowers to pay
specific loan obligations, as well as current loan collateral values.
However, actual losses on specific loans, which also are encompassed
in
the analysis, may vary from estimated
losses.
|
|
2. Cash
and Cash Equivalents
|
|
For
purposes of reporting cash flows, cash and cash equivalents include
cash
on hand, amounts due from banks, time deposits with original maturities
less than three months and overnight
deposits.
|
|
3. Investment
Securities
|
|
The
Company classifies investment securities as held-to-maturity,
available-for-sale, or trading.
|
|
Investment
securities held-to-maturity are carried at cost adjusted for amortization
of premium and accretion of discount over the term of the related
investments using the interest method. The Company has the ability
and
positive intent to hold these securities to maturity and, accordingly,
adjustments are not made for temporary declines in fair value below
amortized cost. A decline in the fair value of any held-to-maturity
security that is deemed other than temporary is charged to earnings.
The
investment in Federal Home Loan Bank of New York stock is classified
as a
restricted security, carried at cost and evaluated for
impairment.
|
|
Investment
securities classified as available-for-sale are carried at fair value
with
unrealized gains and losses excluded from earnings and reported in
a
separate component of stockholders’ equity, net of related income tax
effects. Gains and losses on sales of investment securities are recognized
upon realization utilizing the specific identification
method.
|
|
The
Company did not have any securities classified as trading during
the
periods presented.
|
|
Premium
or discount on investment securities is recognized as an adjustment
of
yield by use of the interest method over the expected life of the
investment security.
|
|
The
Company follows Statement of Financial Accounting Standards (SFAS)
No.
133, which was amended by SFAS No. 138, “Accounting for Certain Derivative
Instruments and Certain Hedging Activities”,
SFAS
|
|
No.
149, “Amendment of Statement 133 on Derivative Instruments and Hedging
Activities”, and SFAS No. 150, “Accounting for Certain Financial
Instruments with Characteristics of both Liabilities and Equity”,
(collectively SFAS No. 133). SFAS No. 133, as amended, requires
that entities recognize all derivatives as either assets or liabilities
in
the statement of financial condition and measure those instruments
at fair
value.
In
November 2005, the Financial Accounting Standards Board (FASB) issued
FASB
Staff Position (FSP) 115-1, The Meaning of Other-Than-Temporary
Impairment and Its Application to Certain Investments. This FSP
provides additional guidance on when an investment in a debt or equity
security should be considered impaired and when that impairment should
be
considered other-than-temporary and recognized as a loss in earnings.
Specifically, the guidance clarifies that an investor should recognize
an
impairment loss no later than when the impairment is deemed
other-than-temporary, even if a decision to sell has not been made.
The
FSP also requires certain disclosures about unrealized losses that
have
not been recognized as other-than-temporary impairments. At September
30,
2007 and 2006, the Company had no unrecognized losses on investments
that
would be defined as other than temporarily under FSP
115-1.
|
|
4. Loans
and Allowance for Loan Losses
|
|
Loans
that management has the intent and ability to hold for the foreseeable
future or until maturity or payoff are stated at the amount of unpaid
principal and reduced by an allowance for loan losses. Interest on
loans
is accrued and credited to operations based upon the principal amounts
outstanding. The allowance for loan losses is established through
a
provision for possible loan losses charged to operations. Loans are
charged against the allowance for loan losses when management believes
that the collectibility of the principal is
unlikely.
|
|
Income
recognition of interest is discontinued when, in the opinion of
management, the collectibility of such interest becomes doubtful.
A loan
is generally classified as non-accrual when the scheduled payment(s)
due
on the loan is delinquent for more than three months. Loan origination
fees and certain direct origination costs are deferred and amortized
over
the life of the related loans as an adjustment to the yield on loans
receivable using the effective interest
method.
|
|
The
allowance for loan losses is maintained at an amount management deems
adequate to cover estimated losses. In determining the level to be
maintained, management evaluates many factors, including current
economic
trends, industry experience, historical loss experience, industry
loan
concentrations, the borrowers’ ability to repay and repayment performance,
and estimated collateral values. In the opinion of management, the
present
allowance is adequate to absorb reasonable, foreseeable loan losses.
While
management uses the best information available to make such evaluations,
future adjustments to the allowance may be necessary based on changes
in
economic conditions or any of the other factors used in management’s
determination. In addition, various regulatory agencies, as an
integral part of their examination process, periodically review the
Company’s allowance for losses on loans. Such agencies may require the
Company to recognize additions to the allowance based on their judgments
about information available to them at the time of their examination.
Charge-offs to the allowance are made when the loan is transferred
to
other real estate owned or other determination of impairment. Recoveries
on loans previously charged off are also recorded through the
allowance.
|
|
The
Company accounts for its impaired loans in accordance with SFAS No.
114,
“Accounting by Creditors for Impairment of a Loan,” as amended by SFAS
No. 118, “Accounting by Creditors for Impairment of a Loan - Income
Recognition and Disclosures.” This standard requires that a creditor
measure impairment based on the present value of expected future
cash
flows discounted at the loan’s effective interest rate except that, as a
practical expedient, a creditor may measure impairment based on a
loan’s
observable market price less estimated costs of disposal, or the
fair
value of the collateral less estimated costs of disposal if the loan
is
|
|
collateral
dependent. Regardless of the measurement method, a creditor may measure
impairment based on the fair value of the collateral when the creditor
determines that foreclosure is
probable.
|
|
The
Company records cash receipts on impaired loans that are non-performing
as
a reduction to principal before applying amounts to interest or late
charges unless specifically directed by the Bankruptcy Court to apply
payments otherwise. The Company continues to recognize interest income
on
impaired loans that are performing.
|
|
The
Company follows Financial Accounting Standards Board (FASB) Interpretation
(FIN) 45, “Guarantor’s Accounting and Disclosure Requirements for
Guarantees, including Indirect Guarantees of Indebtedness of Others.” FIN
45 requires a guarantor entity, at the inception of a guarantee covered
by
the measurement provisions of the interpretation, to record a liability
for the fair value of the obligation undertaken in issuing the guarantee.
At September 30, 2007 and 2006, the Company did not hold any guarantees
subject to FIN 45.
|
|
Statement
of Position (SOP) 03-3, “Accounting for Loans or Certain Debt Securities
Acquired in a Transfer” applies to a loan with the evidence of
deterioration of credit quality since origination acquired by completion
of a transfer for which it is probable, at acquisition, that the
Company
will be unable to collect all contractually required payments receivable.
The Company had no such loans at September 30, 2007 or
2006.
|
|
5. Premises
and Equipment
|
|
Premises
and equipment are carried at cost less accumulated depreciation,
and
include expenditures for new facilities, major betterments and renewals.
Expenditures for maintenance and repairs are charged to expense as
incurred. Depreciation is computed using the straight-line method
based
upon the estimated useful lives of the related assets for financial
reporting purposes and using the mandated methods by asset type for
income
tax purposes. Leasehold improvements are depreciated using the
straight-line method based upon the initial term of the
lease.
|
|
The
Company accounts for the impairment of long-lived assets in accordance
with SFAS No. 144, “Accounting for the Impairment or Disposal of
Long-Lived Assets.” The standard requires recognition and measurement for
the impairment of long-lived assets to be held and used or to be
disposed
of by sale. The Company had no impaired long-lived assets at September
30,
2007 and 2006.
|
|
6.
Derivative Contracts
|
|
Derivative
contracts are carried at fair value with unrealized gains and losses
excluded from earnings and reported in a separate component of
stockholders’ equity, net of related income tax effects. Gains and losses
on derivative contracts are recognized upon realization utilizing
the
specific identification method.
|
|
The
Company follows Statement of Financial Accounting Standards (SFAS)
No.
133, which was amended by SFAS No. 138, “Accounting for Certain Derivative
Instruments and Certain Hedging Activities”, SFAS No. 149, “Amendment of
Statement 133 on Derivative Instruments and Hedging Activities”, and SFAS
No. 150, “Accounting for Certain Financial Instruments with
Characteristics of both Liabilities and Equity”, (collectively SFAS No.
133). SFAS No. 133, as amended, requires that entities
recognize all derivatives as either assets or liabilities in the
statement
of financial condition and measure those instruments at fair
value.
|
|
Real
estate properties acquired through loan foreclosures are recorded
at
estimated fair value less cost to sell at the time of foreclosure
with any
write-downs charged against the allowance for loan losses.
Subsequent
|
|
valuations
are periodically performed by management and the carrying value is
adjusted by a charge to expense to reflect any subsequent declines
in the
estimated fair value.
|
|
8. Income
Taxes
|
|
Under
the asset and liability method, deferred tax assets and liabilities
are
determined based on the difference between the financial statement
and the
tax basis of assets and liabilities as measured by the enacted tax
rates,
which will be in effect when these temporary differences are estimated
to
reverse. Deferred tax expense is the result of changes in deferred
tax
assets and liabilities.
|
|
9. Advertising
Costs
|
|
The
Company expenses advertising costs as
incurred.
|
|
10. Financial
Instruments
|
|
SFAS
No. 107, “Disclosures about Fair Value of Financial Instruments,” requires
the Company to disclose the estimated fair value of their assets
and
liabilities considered to be financial instruments. Financial instruments
requiring disclosure consist primarily of investment securities,
loans,
deposits and borrowings.
|
|
11.
Earnings Per Share
Basic
earnings per share is calculated by dividing income available to
common
stockholders by the weighted average number of shares of common
stock
outstanding for the period. The weighted average common shares
outstanding
include shares held by the Magyar Bancorp MHC and shares allocated
to the
Employee Stock Ownership Plan. Earnings per share is not presented
for the
year ended September 30, 2006, as the Company did not have publicly-held
shares outstanding during each day of the period and therefore
was not
deemed meaningful.
Diluted
earnings per share is calculated by adjusting the weighted average
common
shares outstanding to reflect the potential dilution that could
occur
using the treasury stock method if securities or other contracts
to issue
common stock, such as stock options and unvested restricted stock,
were
exercised and converted into common stock. The resulting shares
issued
would share in the earnings of the Company. Shares issued and shares
reacquired during the period are weighted for the portion of the
period
that they were outstanding.
The
following tables illustrate the reconciliation of the numerators
and
denominators of the basic and diluted earnings per share (EPS)
calculations.
|
Year
Ended September 30, 2007
|
||||||||||||
Weighted
|
||||||||||||
average
|
Per
share
|
|||||||||||
Income
|
shares
|
Amount
|
||||||||||
Basic
EPS
|
||||||||||||
Net
income available to common shareholders
|
$ |
716,000
|
$ |
5,888,059
|
$ |
0.12
|
||||||
Effect
of dilutive securities
|
||||||||||||
Options
and grants
|
-
|
-
|
$ |
-
|
||||||||
Diluted
EPS
|
||||||||||||
Net
income available to common shareholders plus assumed
conversion
|
$ |
716,000
|
$ |
5,888,059
|
$ |
0.12
|
||||||
All
options are anti-dilutive at September 30, 2007.
|
|
12. Comprehensive
Income (Loss)
SFAS
No. 130, “Reporting Comprehensive Income,” established standards for
reporting comprehensive income, which includes net income as well
as
certain other items which result in a change to equity during the
period.
|
|
The
income tax effects allocated to comprehensive income (loss) for the
year
ended September 30, 2007 and 2006 are as
follows:
|
2007
|
2006
|
|||||||||||||||||||||||
Net
of
|
Net
of
|
|||||||||||||||||||||||
Before
Tax
|
Tax
|
Tax
|
Before
Tax
|
Tax
|
Tax
|
|||||||||||||||||||
Amount
|
Expense
|
Amount
|
Amount
|
Expense
|
Amount
|
|||||||||||||||||||
(In
thousands)
|
||||||||||||||||||||||||
Unrealized
holding gains (losses)
|
||||||||||||||||||||||||
arising
during period on:
|
||||||||||||||||||||||||
Available-for-sale
investments
|
$ |
222
|
$ | (82 | ) | $ |
140
|
$ |
411
|
$ | (191 | ) | $ |
220
|
||||||||||
Less
reclassification adjustment for
|
||||||||||||||||||||||||
losses
realized in net income
|
-
|
-
|
-
|
(104 | ) |
45
|
(59 | ) | ||||||||||||||||
Minimum
pension liability
|
495
|
(198 | ) |
297
|
(336 | ) |
134
|
(202 | ) | |||||||||||||||
Interest
rate derivative
|
72
|
(88 | ) | (16 | ) |
148
|
-
|
148
|
||||||||||||||||
Other
comprehensive income (loss), net
|
$ |
789
|
$ | (368 | ) | $ |
421
|
$ |
119
|
$ | (12 | ) | $ |
107
|
|
Certain
2006 amounts have been reclassified to conform to the 2007 financial
statement presentation.
|
|
14.
Bank Owned Life Insurance
|
|
The
Company has purchased Bank Owned Life Insurance policies (“BOLI”). BOLI
involves the purchasing of life insurance by the Company on directors
and
executive officers. The proceeds are used to help defray the costs
of
non-qualified compensation plans. The Company is the owner and beneficiary
of the policies. BOLI is recorded on the consolidated Balance Sheet
at its
cash surrender value and changes in the cash surrender value are
recorded
in non-interest income.
|
|
15. New
Accounting Pronouncements
|
|
FIN
48, “Accounting for Uncertainty in Income Taxes: an Interpretation of
FASB
Statement No. 109, “Accounting for Income Taxes” clarifies SFAS No.
109, to indicate a criterion that an individual tax position would
have to
meet for some or all of the benefit of that position to be recognized
in
an entity’s financial statements. The Company will be required to
apply FIN 48 to all tax positions for which the statute of limitations
remains open and is effective October 1, 2007 for the Company. We
anticipate that certain liabilities will be reversed upon adoption of
FIN 48. Based on the Company’s preliminary assessment of the impact of FIN
48, we estimate that liabilities will decrease approximately $600,000
and retained earnings will increase by the same amount as of
October 1, 2007 as a result of the adoption in FIN 48.
SFAS
No. 157, “Fair Value Measurements” defines fair value, establishes a
framework for measuring fair value in accordance with generally
accepted
accounting principles, and expands disclosures about fair value
measurements. This Statement applies to other accounting pronouncements
that require or permit fair value measurements, but does not require
any
new fair value measurements. The Statement is effective for fiscal
years
beginning after November 15, 2007 (as of October 1, 2008 for the
Company) and interim periods within those fiscal years. The Company
does
not expect the adoption of SFAS No. 157 to have a material impact on
its financial statements.
SFAS
No. 159 “The Fair Value Option for Financial Assets and Financial
Liabilities” includes an amendment of FASB Statement No. 115 and permits
entities to choose to measure many financial instruments and certain
other
items at fair value. The objective is to improve financial reporting
by
providing entities with the opportunity to mitigate volatility
in reported
earnings caused by measuring related assets and liabilities differently
without having to apply complex hedge accounting provisions. Statement
159
is effective as of the beginning of an entity’s first fiscal year that
begins after November 15, 2007, (as of October 1, 2008 for the
Company).
Early adoption is permitted as of the beginning of a fiscal year
that
begins on or before November 15, 2007, provided the entity also
elects to
apply the provisions of FASB Statement No. 157, Fair Value Measurements.
The Company has not made an early adoption election and SFAS No.
159 is
currently under evaluation by the Company to determine the impact
on the
Company’s consolidated financial statements.
Staff
Accounting Bulletin No. 108, “Considering the Effects of Prior Year
Misstatements when Quantifying Misstatements in Current Year Financial
Statements” (SAB 108), addresses diversity in practice in quantifying
financial statement misstatements. SAB 108 requires that registrants
use a
dual approach in quantifying misstatements based on their impact
on the
financial statements and related disclosures. SAB 108 is effective
as of
September 30, 2007, allowing a one-time transitional cumulative
effect
adjustment to retained earnings for errors (if any) that were not
previously deemed material, but are material under the guidance
in SAB
108. The Company does not expect SAB 108 to have a material impact on
its financial
|
Expected
life
|
6.5
years
|
Discount
rate
|
4.51%
|
Volatility
|
16.67%
|
Dividend
yield
|
0.71%
|
Weighted
|
|||||||||||||
Weighted
|
Average
|
Aggregate
|
|||||||||||
Number
of
|
Average
|
Remaining
|
Intrinsic
|
||||||||||
Stock
Options
|
Exercise
Price
|
Contractual
Life
|
Value
|
||||||||||
Balance
at September 30, 2006
|
-
|
-
|
|||||||||||
Granted
|
217,826
|
$ |
14.61
|
||||||||||
Exercised
|
-
|
-
|
|||||||||||
Forfeited
|
-
|
-
|
|||||||||||
Balance
at September 30, 2007
|
217,826
|
$ |
14.61
|
9.4
years
|
$ |
-
|
|||||||
Exercisable
at September 30, 2007
|
-
|
-
|
N/A
|
N/A
|
Weighted
|
||||||||
Average
|
||||||||
Number
of
|
Grant
Date
|
|||||||
Stock
Options
|
Fair
Value
|
|||||||
Balance
at September 30, 2006
|
-
|
-
|
||||||
Granted
|
217,826
|
$ |
3.91
|
|||||
Exercised
|
-
|
-
|
||||||
Forfeited
|
-
|
-
|
||||||
Balance
at September 30, 2007
|
217,826
|
$ |
3.91
|
Weighted
|
||||||||
Average
|
||||||||
Number
of
|
Grant
Date
|
|||||||
Stock
Awards
|
Fair
Value
|
|||||||
Balance
at September 30, 2006
|
-
|
-
|
||||||
Granted
|
103,479
|
$ |
14.55
|
|||||
Forfeited
|
-
|
-
|
||||||
Balance
at September 30, 2007
|
103,479
|
$ |
14.55
|
Shares
released for allocation
|
17,936
|
|||
Unreleased
shares
|
199,927
|
|||
Total
ESOP shares
|
217,863
|
|
The
unamortized cost, gross unrealized gains or losses and the fair value
of
the Bank’s investment securities available-for-sale and held-to-maturity
are as follows:
|
September
30, 2007
|
||||||||||||||||
Gross
|
Gross
|
|||||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||
Cost
|
Gain
|
Losses
|
Value
|
|||||||||||||
(Dollars
in thousands)
|
||||||||||||||||
Securities
available for sale
|
||||||||||||||||
Municipal
bonds
|
$ |
3,214
|
$ |
10
|
$ | (8 | ) | $ |
3,216
|
|||||||
Mortgage-backed
securities
|
24,217
|
73
|
(133 | ) |
24,157
|
|||||||||||
Total
|
$ |
27,431
|
$ |
83
|
$ | (141 | ) | $ |
27,373
|
|||||||
Securities
held to maturity
|
||||||||||||||||
U.S.
government and agency obligations
|
2,133
|
1
|
(16 | ) | $ |
2,119
|
||||||||||
Municipal
bonds
|
137
|
7
|
-
|
143
|
||||||||||||
Mortgage-backed
securities
|
15,846
|
49
|
(200 | ) |
15,695
|
|||||||||||
Total
|
$ |
18,116
|
$ |
57
|
$ | (216 | ) | $ |
17,957
|
September
30, 2006
|
||||||||||||||||
Gross
|
Gross
|
|||||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||
Cost
|
Gain
|
Losses
|
Value
|
|||||||||||||
(Dollars
in thousands)
|
||||||||||||||||
Securities
available for sale
|
||||||||||||||||
Municipal
bonds
|
$ |
2,049
|
$ |
17
|
$ |
-
|
$ |
2,066
|
||||||||
Equity
securities
|
142
|
-
|
-
|
142
|
||||||||||||
Mortgage-backed
securities
|
16,258
|
34
|
(331 | ) |
15,961
|
|||||||||||
Total
|
$ |
18,449
|
$ |
51
|
$ | (331 | ) | $ |
18,169
|
|||||||
Securities
held to maturity
|
||||||||||||||||
U.S.
government and agency obligations
|
2,157
|
4
|
(56 | ) | $ |
2,105
|
||||||||||
Municipal
bonds
|
137
|
8
|
-
|
145
|
||||||||||||
Mortgage-backed
securities
|
21,601
|
39
|
(532 | ) |
21,108
|
|||||||||||
Total
|
$ |
23,895
|
$ |
51
|
$ | (588 | ) | $ |
23,358
|
|
The
contractual maturities of mortgage-backed securities held-to-maturity
generally exceed 20 years; however, the effective lives are expected
to be shorter due to anticipated prepayments. The amortized
cost
|
|
and
fair value of the Company’s debt securities available-for-sale and
held-to-maturity at September 30, 2007, by contractual maturity,
are shown
below. Expected maturities may differ from contractual maturities
because
borrowers may have the right to call or prepay
obligations.
|
September
30, 2007
|
||||||||||||||||
|
Available
For Sale
|
Held
To Maturity
|
||||||||||||||
Amortized
|
Fair
|
Amortized
|
Fair
|
|||||||||||||
Cost
|
Value
|
Cost
|
Value
|
|||||||||||||
(Dollars
in thousands)
|
||||||||||||||||
Due
in one year or less
|
$ |
-
|
$ |
-
|
$ |
1,263
|
$ |
1,282
|
||||||||
Due
after one year through five years
|
-
|
-
|
7,710
|
7,571
|
||||||||||||
Due
after five year through ten years
|
8,397
|
8,354
|
2,146
|
2,108
|
||||||||||||
Due
after ten years
|
19,034
|
19,019
|
6,997
|
6,996
|
||||||||||||
Total
|
$ |
27,431
|
$ |
27,373
|
$ |
18,116
|
$ |
17,957
|
|
There
was one sale of $142,000 of equity securities from the available-for-sale
portfolio during the year ended September 30, 2007 for no gain or
loss.
There were sales of $3,896,000 of U.S. agency obligations from the
available-for-sale portfolio during the year ended September 30,
2006. The
Company recognized a gross loss of $104,000 on the
sale.
|
|
As
of September 30, 2007 and 2006, securities having an estimated fair
value
of approximately $1,137,000 and $1,137,000, respectively, were pledged
to
secure public deposits.
|
|
Details
of securities with unrealized losses for the years ended September
30,
2007 and 2006 are as follows:
|
September
30, 2007
|
||||||||||||||||||||||||||||
Less
Than 12 Months
|
12
Months Or Greater
|
Total
|
||||||||||||||||||||||||||
Description
Of
|
Number
Of
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
|||||||||||||||||||||
Securities
|
Securities
|
Value
|
Losses
|
Value
|
Losses
|
Value
|
Losses
|
|||||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||||||||
U.S.
government and
|
||||||||||||||||||||||||||||
agency
obligations
|
2
|
$ |
-
|
$ |
-
|
$ |
2,087
|
$ |
16
|
$ |
2,087
|
$ |
16
|
|||||||||||||||
Municipal
bonds
|
4
|
2,298
|
8
|
-
|
-
|
2,298
|
8
|
|||||||||||||||||||||
Mortgage-backed
securities
|
27
|
3,313
|
7
|
17,170
|
326
|
20,483
|
333
|
|||||||||||||||||||||
Total
|
33
|
$ |
5,611
|
$ |
15
|
$ |
19,257
|
$ |
342
|
$ |
24,868
|
$ |
357
|
September
30, 2006
|
||||||||||||||||||||||||||||
Less
Than 12 Months
|
12
Months Or Greater
|
Total
|
||||||||||||||||||||||||||
Description
Of
|
Number
Of
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
Fair
|
Unrealized
|
|||||||||||||||||||||
Securities
|
Securities
|
Value
|
Losses
|
Value
|
Losses
|
Value
|
Losses
|
|||||||||||||||||||||
(Dollars
in thousands)
|
||||||||||||||||||||||||||||
U.S.
government and
|
||||||||||||||||||||||||||||
agency
obligations
|
2
|
$ |
-
|
$ |
-
|
$ |
2,071
|
$ |
55
|
$ |
2,071
|
$ |
55
|
|||||||||||||||
Mortgage-backed
securities
|
53
|
4,314
|
29
|
27,096
|
834
|
31,410
|
863
|
|||||||||||||||||||||
Total
|
55
|
$ |
4,314
|
$ |
29
|
$ |
29,167
|
$ |
889
|
$ |
33,481
|
$ |
918
|
|
The
investment securities listed above currently have fair values less
than
amortized cost and therefore contain unrealized losses. The Company
evaluated these securities and determined that the decline in value
is
primarily related to fluctuations in the interest rate environment
and not
related to any company or industry specific event. At September 30,
2007
and September 30, 2006, there were approximately thirty-four and
fifty-five investment securities with unrealized losses. The Company
anticipates full recovery of amortized costs with respect to these
securities. The Company has the intent and ability to hold these
investments until maturity or market price recovery. Management has
considered factors regarding other than temporarily impaired securities
and determined that there are no securities with impairment that
is other
than temporary as of September 30, 2007 and 2006.
On
October 1, 2006, the Company adopted Financial Accounting Standards
Board
(FASB) No. 155, “Accounting for Certain Hybrid Financial
Instruments-an amendment of FASB statements No. 133 and 140.” This
statement permits fair value remeasurement of certain hybrid financial
instruments, clarifies the scope of SFAS No. 133, “Accounting
for Derivative Instruments and Hedging Activities” regarding interest-only
and principal-only strips, and provides further guidance on certain
issues
regarding beneficial interests in securitized financial assets,
concentrations of credit risk and qualifying special purpose entities.
The
adoption of SFAS No. 155 did not have a material impact on the
Company’s consolidated financial statements ended September 30,
2007.
|
|
Loans
receivable are comprised of the
following:
|
September
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
One
-to-four family residential
|
$ |
152,474
|
$ |
143,245
|
||||
Commercial
real estate
|
81,275
|
68,567
|
||||||
Construction
|
97,150
|
90,342
|
||||||
Home
equity lines of credit
|
12,894
|
10,843
|
||||||
Commercial
business
|
26,630
|
24,510
|
||||||
Other
|
15,159
|
14,846
|
||||||
Total
loans receivable
|
385,582
|
352,353
|
||||||
Net
deferred loan fees
|
(214 | ) | (492 | ) | ||||
Allowance
for loan losses
|
(3,754 | ) | (3,892 | ) | ||||
Total
loans receivable, net
|
$ |
381,614
|
$ |
347,969
|
|
Certain
directors and executive officers of the Bank have loans with the
Company.
Such loans were made in the ordinary course of business at the Company’s
normal credit terms, including interest rate and collateralization,
and do
not represent more than a normal risk of collection. Total loans
receivable from directors and executive officers was approximately
$3,045,000 and $3,709,000 at September 30, 2007 and 2006, respectively.
Total principal additions were approximately $87,000 and total principal
repayments were approximately $586,000 for the year ended September
30,
2007. Loans to an officer no longer with the Bank totaled $165,000
at
September 30, 2007 and 2006.
|
|
At
September 30, 2007 and 2006, the Company was servicing loans for
others
amounting to approximately $2,827,000 and $12,278,000, respectively.
Servicing loans for others generally consist of collecting mortgage
payments, maintaining escrow accounts, disbursing payments to investors,
and foreclosure processing. Loan servicing income is recorded on
the cash
basis and includes servicing fees from investors and certain charges
collected from borrowers, such as late payment fees. In connection
with
loans serviced for others, the Company held borrowers’ escrow balances of
approximately $32,000 and $20,000 at September 30, 2007 and 2006,
respectively.
|
|
The
following summarizes the activity in the allowance for loan losses
for the
years ended September 30, 2007 and
2006:
|
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Balance,
beginning of year
|
$ |
3,892
|
$ |
3,129
|
||||
Provision
for loan loss charged to income
|
398
|
961
|
||||||
Recoveries
|
120
|
-
|
||||||
Charge-offs
|
(656 | ) | (198 | ) | ||||
Balance,
end of year
|
$ |
3,754
|
$ |
3,892
|
|
At
September 30, 2007 and 2006 non-performing loans had a total principal
balance of approximately $8,048,000 and $7,400,000, respectively.
The
amount of interest income not recognized on loans was approximately
$885,000 and $49,000 for the years ended September 30, 2007 and 2006,
respectively. As of September 30, 2007 and 2006 there were no loans
greater than three months past due on which the Company continued
to
accrue interest income. At September 30, 2007 and September 30, 2006,
there were no commitments to lend additional funds to borrowers whose
loans are classified as
non-accrual.
|
|
Total
loans pledged as collateral against Federal Home Loan Bank of New
York
borrowings were $100.5 million and $75.4 million as of September
30, 2007
and 2006, respectively.
|
|
The
following is a summary of impaired
loans:
|
September
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Impaired
loans for which an allowance
|
||||||||
for
credit losses has been provided
|
$ |
1,184
|
$ |
6,527
|
||||
Impaired
loans for which no allowance
|
||||||||
for
credit losses has been provided
|
7,501
|
-
|
||||||
Total
impaired loans
|
8,685
|
6,527
|
||||||
Allowance
on impaired loans
|
316
|
850
|
||||||
Net
impaired loans
|
$ |
8,369
|
$ |
5,677
|
|
The
average recorded investment in impaired loans was $8,957,000 and
$1,704,000, no interest income was recognized while the loans were
impaired, and no interest income was recognized using the cash basis
method of accounting while these loans were impaired for the years
ended
September 30, 2007 and 2006,
respectively.
|
|
The
Company has interest-only mortgage loans with principal balances
of $19.0
million and $15.9 million at September 30, 2007 and 2006, respectively.
The average interest-only term on these loans is 5 years at
which
|
|
time
these loans reset to fully amortize over twenty-five years, on average.
The first of these interest-only loans is due to reset on July 1,
2008. As
these loans are collateralized by residential real estate and have
an
average loan-to-value of 70% as of September 30, 2007, management
does not
expect any losses on these loans.
|
|
The
following is a summary of accrued interest
receivable:
|
September
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Loans
|
$ |
2,269
|
$ |
2,023
|
||||
Investment
securities
|
51
|
41
|
||||||
Mortgage-backed
securities
|
201
|
154
|
||||||
Accrued
interest receivable
|
$ |
2,521
|
$ |
2,218
|
|
Premises
and equipment consist of the
following:
|
Estimated
|
September
30,
|
||||||||
Useful
Lives
|
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
|||||||||
Land
|
Indefinite
|
$ |
3,095
|
$ |
2,628
|
||||
Buildings
and improvements
|
10-40
years
|
20,244
|
19,161
|
||||||
Furniture,
fixtures and equipment
|
5-7 years
|
3,130
|
2,923
|
||||||
26,469
|
24,712
|
||||||||
Less
accumulated depreciation and amortization
|
(4,167 | ) | (3,022 | ) | |||||
$ |
22,302
|
$ |
21,690
|
|
For
the years ended September 30, 2007 and 2006, depreciation expense
included
in occupancy expense amounted to approximately $1,145,000 and $1,000,000,
respectively.
Hungaria
Urban Renewal, LLC was formed in 2002 and its sole purpose was to
purchase
the land and construct the office building for which the Company
is the
primary tenant. During the period of construction, the Company had
leased
the land and building from the entity. The lease payments were structured
to equal the debt service on the loans plus a nominal fee. The lease
agreement contained an irrevocable purchase option allowing the Company
to
purchase the land and building from this entity for the aggregated
outstanding indebtedness. The Company acquired a 100% interest in
Hungaria
Urban Renewal, LLC, which will have no other business other than
owning
the Bank’s main office site. At September 30, 2007, Hungaria Urban
Renewal, LLC accounted for approximately $3,095,000, $13,095,000,
and
$878,000 of land, building,
|
|
The
Company held $2.2 million of real estate owned properties at September
30,
2007 and held no real estate owned properties at September 30, 2006.
The
Company did not incur any write downs on foreclosed properties during
the
years ended September 30, 2007 and 2006. There was no impairment
on these
properties at September 30, 2007. Further declines in real estate
values
may result in increased foreclosed real estate expense in the future.
Routine holding costs are charged to expense as incurred and improvements
to real estate owned that enhance the value of the real estate are
capitalized.
In November 2007, the Company sold real estate owned that was being carried at September 30, 2007 in the amount of $958,000. The Company recorded a loss on the sale in the amount of $50,000. |
|
A
summary of deposits by type of account follows (in
thousands):
|
September
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Demand
accounts
|
$ |
21,514
|
$ |
20,491
|
||||
Savings
accounts
|
35,577
|
43,127
|
||||||
NOW
accounts
|
32,158
|
30,519
|
||||||
Money
market accounts
|
78,979
|
56,107
|
||||||
Certificate
of deposit
|
172,063
|
149,811
|
||||||
Retirement
accounts
|
28,486
|
25,547
|
||||||
$ |
368,777
|
$ |
325,602
|
|
The
aggregate amount of deposit accounts with a minimum denomination
of
$100,000 was approximately $145,552,000 and $117,336,000 at September
30,
2007 and 2006, respectively.
|
|
At
September 30, 2007, certificates of deposit (including individual
retirement accounts) have contractual maturities as follows (in
thousands):
|
Year
|
||||
2008
|
$ |
169,960
|
||
2009
|
17,951
|
|||
2010
|
6,214
|
|||
2011
|
1,588
|
|||
2012
|
4,836
|
|||
$ |
200,549
|
|
1. Federal
Home Loan Bank of New York
Advances
|
|
Long
term Federal Home Loan Bank of New York (FHLBNY) advances at September
30,
2007 and September 30, 2006 totaled approximately $28,784,000 and
$22,121,000, respectively. These advances had a weighted average
interest
rate of 4.61% and 4.59% for the years ended September 30, 2007 and
2006,
respectively. The advances were collateralized by unencumbered qualified
assets consisting of 1-4 family residential mortgage loans. Advances
are
made pursuant to several different credit programs offered from time
to
time by the FHLBNY.
|
|
Long
term FHLBNY advances as of
September 30, 2007 mature as follows (in
thousands):
|
Year
|
||||
2008
|
$ |
4,022
|
||
2009
|
7,757
|
|||
2010
|
6,777
|
|||
2011
|
5,000
|
|||
2012
|
5,228
|
|||
$ |
28,784
|
|
Additionally,
the Company has established two short-term borrowing arrangements
with the
FHLBNY: (1) an Overnight Line of Credit and (2) a One-Month
Overnight Repricing Line of Credit in the amount of $46,834,000
each. Each of the foregoing expires on July 31, 2008. For the
periods ended September 30, 2007 and 2006, the Company had aggregate
balances of $11,200,000 and $28,875,000, respectively, outstanding
under
these short term arrangements.
|
|
Information
concerning short-term arrangements with the FHLBNY is summarized
as
follows:
|
September
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Balance
at end of year
|
$ |
11,200
|
$ |
28,875
|
||||
Weighted
average balance during the year
|
28,828
|
11,727
|
||||||
Weighted
average interest rate at the end of year
|
5.24 | % | 5.51 | % | ||||
Maximum
month-end balance during the year
|
42,300
|
28,875
|
||||||
Average
interest rate during the year
|
5.36 | % | 4.81 | % |
|
As
of September 30, 2007, the Company had the ability to borrow an additional
$74,432,000 using available
collateral.
|
|
2. Securities
Sold Under Reverse Repurchase
Agreements
|
|
Qualifying
repurchase agreements are treated as financings and are reflected
as a
liability in the consolidated balance sheet. At September 30, 2007
and
2006, the Company had repurchase agreements of approximately $10,000,000
and $5,000,000, respectfully. These agreements are collateralized
by
securities underlying the
|
|
The
income tax expense (benefit) is comprised of the following components
for
the years ended September 30,
|
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Current
|
$ |
72
|
$ |
349
|
||||
Deferred
|
185
|
(477 | ) | |||||
$ |
257
|
$ | (128 | ) |
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Income
tax at statutory rate
|
$ |
331
|
$ | (41 | ) | |||
Increase
(decrease) resulting from:
|
||||||||
State
income taxes, net of federal income tax benefit
|
47
|
(23 | ) | |||||
Tax-exempt
income, net
|
(161 | ) | (79 | ) | ||||
Nondeductible
expenses
|
5
|
11
|
||||||
Share
based compensation
|
20
|
-
|
||||||
Employee
stock ownership plan
|
28
|
5
|
||||||
Other,
net
|
(13 | ) | (1 | ) | ||||
Total
income tax expense (benefit)
|
$ |
257
|
$ | (128 | ) |
September
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Employee
benefits
|
$ |
258
|
$ |
173
|
||||
Net
unrealized holding losses on investment
|
||||||||
securities
available for sale
|
18
|
100
|
||||||
Unrealized
loss, minimum pension liability
|
114
|
312
|
||||||
Unrealized
gain, derivative contracts
|
(88 | ) |
-
|
|||||
Deferred
loan fees
|
178
|
(95 | ) | |||||
Discount
accretion on investments
|
(99 | ) | (107 | ) | ||||
Depreciation
|
(1,782 | ) | (1,295 | ) | ||||
Allowance
for loan losses
|
1,083
|
1,138
|
||||||
Charitable
Contributions
|
580
|
589
|
||||||
Valuation
Allowance
|
(75 | ) | (75 | ) | ||||
Net
deferred tax asset, included in other assets
|
$ |
187
|
$ |
740
|
|
Management
has recorded a tax valuation allowance of $75,000 relating to the
deferred
tax asset established in connection with the Company’s contribution to the
charitable foundation established in connection with its public offering
on January 23, 2006. The Company determined that, based on its assessment
of future taxable income and expectations of charitable contributions,
it
is probable that the tax benefit of the contribution may not be fully
realized.
|
|
Prior
to 1996, savings banks that met certain definitions, tests and other
conditions prescribed by the Internal Revenue Code were allowed to
deduct,
with limitations, a bad debt deduction computed as a percentage of
taxable
income before such deduction. Currently, the Company employs the
reserve
method to account for bad debt.
|
|
The
Company is not required to provide a deferred tax liability for its
tax
loss reserve as of December 31, 1987 (the Base Year). The amount
of this
reserve on which no deferred taxes have been provided is approximately
$1,258,000. This reserve could be recognized as taxable income and
create
a current and/or deferred tax liability using the income tax rates
then in
effect if one of the following occur: (1) the Company’s retained earnings
represented by this reserve is used for purposes other than to absorb
losses from bad debts, including dividends or distributions in
liquidation, (2) the Company fails to meet the definitions, tests,
or
other conditions provided by the Internal Revenue Code for a qualified
savings and loan association, or (3) there is a change in the Federal
tax
law. Deferred tax liabilities have been recorded for tax loss reserves
in
excess of book reserves recorded after the Base
Year.
|
|
The
Company will be required to apply FIN 48 to all tax positions for
which
the statute of limitations remains open and is effective October
1, 2007
for the Company. Based on the Company’s preliminary assessment of the
impact of FIN 48, management estimates that liabilities will
decrease approximately $600,000 and retained earnings will increase
by the
same amount as of October 1, 2007 as a result of the adoption in FIN
48.
|
|
On
January 26, 2006, the Company’s defined-benefit pension plan was frozen
and amended to eliminate future benefit accruals after February 15,
2006.
The
Company had a noncontributory defined benefit pension plan covering
all
eligible employees. Plan assets are invested in six diversified investment
funds of the Pentegra Retirement Trust (the Trust), a no load series
open-ended mutual fund. The Trust has been given discretion by the
Plan
Sponsor to determine the appropriate strategic asset allocation versus
plan liabilities, as governed by the Trust’s Statement of Investment
Objectives and Guidelines (the
Guidelines).
|
|
The
long-term investment objective is to be invested 65% in equity securities
(equity mutual funds) and 35% in debt securities (bond mutual funds).
If
the plan is underfunded under the Guidelines, the bond fund portion
will
be temporarily increased to 50% in order to lessen asset value volatility.
When the plan is no longer underfunded, the bond fund portion will
be
decreased back to 35%. Asset rebalancing is performed at least annually,
with interim adjustments made when the investment mix varies more
than 5%
from the target (i.e., a 10% target range). Risk/volatility is further
managed by the distinct investment objectives of each of the Trust
funds
and the diversification within each
fund.
|
|
The
following table sets forth the plan’s funded status and amounts recognized
in the Company’s consolidated balance sheet at June 30, 2007 and September
30, 2006:
|
At
June 30,
|
At
September 30,
|
|||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Actuarial
present value of benefit obligations
|
$ |
3,074
|
$ |
3,313
|
||||
Change
in benefit obligations
|
||||||||
Projected
benefit obligation, beginning
|
$ |
3,313
|
$ |
3,409
|
||||
Decrease
due to increase in the discount rate
|
(278 | ) |
-
|
|||||
Service
cost
|
-
|
48
|
||||||
Interest
cost
|
186
|
190
|
||||||
Amendments
|
-
|
(413 | ) | |||||
Actuarial
gain (loss)
|
(46 | ) |
198
|
|||||
Annuity
payments and lump sum distributions
|
(101 | ) | (119 | ) | ||||
Projected
benefit obligation, end
|
$ |
3,074
|
$ |
3,313
|
||||
Change
in plan assets
|
||||||||
Market
value of assets, beginning
|
$ |
2,374
|
$ |
2,098
|
||||
Actual
return on plan assets
|
301
|
195
|
||||||
Employer
contributions
|
4
|
200
|
||||||
Annuity
payments and lump sum distributions
|
(101 | ) | (119 | ) | ||||
Market
value of assets, end
|
$ |
2,578
|
$ |
2,374
|
||||
Funded
Status
|
$ | (496 | ) | $ | (939 | ) |
For
the Year Ended
|
||||||||
September
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Service
cost benefits earned during the year
|
$ |
-
|
$ |
48
|
||||
Interest
cost on projected benefit obligation
|
186
|
190
|
||||||
Expected
return on plan assets
|
(173 | ) | (153 | ) | ||||
Amortization
of unrecognized loss
|
43
|
81
|
||||||
Amortization
of transitional obligation
|
-
|
1
|
||||||
Amortization
of unrecognized past service liability
|
-
|
8
|
||||||
Net
Pension Cost
|
$ |
56
|
$ |
175
|
|
The
Bank’s pension plan weighted-average asset allocations at June 30, 2007
and September 30, 2006, by asset category are as
follows:
|
At
June 30,
|
At
September 30,
|
|||||||
2007
|
2006
|
|||||||
Equity
securities
|
61 | % | 55 | % | ||||
Debt
securities (Bond Mutual Funds)
|
36 | % | 38 | % | ||||
Other
(Money Market Fund)
|
3 | % | 7 | % | ||||
Total
|
100 | % | 100 | % |
|
Expected
Contributions
|
|
For
the fiscal year ending September 30, 2008, the Bank expects to contribute
$7,300 to the Plan.
|
|
Estimated
Future Benefit Payments
|
|
The
following benefit payments, which reflect approximate expected future
service, as appropriate, are expected to be paid as follows (in
thousands):
|
10/01/2007
- 09/30/2008
|
$ |
138
|
||
10/01/2008
- 09/30/2009
|
141
|
|||
10/01/2009
- 09/30/2010
|
149
|
|||
10/01/2010
- 09/30/2011
|
153
|
|||
10/01/2011
- 09/30/2012
|
157
|
|||
Years
2012-2016
|
893
|
|||
$ |
1,631
|
|
SFAS
No. 158, “Employers’ Accounting for Defined Benefit Pension and Other
Postretirement Plans,” requires employers to recognize on their balance
sheets the funded status of pension and other postretirement benefit
plans. Statement 158 also requires fiscal-year-end measurements
of plan
assets and benefit obligations, eliminating the use of earlier
measurement
dates currently permissible. The new measurement-date requirement
will not
be effective until fiscal years ending after December 15, 2008 (as of
September 30, 2009 for the Company). The Statement amends Statements
87,
88, 106 and 132R, but retains most of their measurement and disclosure
guidance and will not change the amounts recognized in the income
statement as net periodic benefit cost. SFAS No. 158 is effective
for
fiscal years beginning after December 15, 2006 and does not have
a
material impact on the Company’s consolidated financial statements ended
September 30, 2007. The Company did not record an adjustment with
regard
to the adoption of SFAS No. 158 due to the fact that the plan was
frozen.
The approximately ($496,000) and ($939,000) funded status of the
plan has
been reflected as a liability in the Company’s statement of financial
position and as a component of accumulated other comprehensive
income, net
of tax, for the years ended September 30, 2007 and 2006,
respectively.
|
|
The
Company maintains a Supplemental Executive Retirement Plan (SERP)
for the
benefit of its senior officers. In addition, the Company also adopted
voluntary Deferred Income and Emeritus Plans on behalf of their directors
and those directors elected by the Board as “Director Emeritus.” The SERP
provides the Company with the opportunity to supplement the retirement
income of selected officers to achieve equitable wage replacement
at
retirement while the Deferred Income Plan provides participating
directors
with an opportunity to defer all or a portion of their fees into
a tax
deferred accumulation account for future retirement. The Director
Emeritus
Plan enables the Company to reward its directors for longevity of
service
in consideration of their availability and consultation at a sum
equal to
a fifteen year certain annuity based on fifty-percent of their directors’
last years’ Board fee. The SERP is based upon achieving retirement
benefits equal to two percent multiplied by the number of service
years
multiplied by the final salary.
|
|
In
2001, the Company adopted a New Director Emeritus Plan (the New Plan),
which supplemented the prior Director Emeritus Plans. Under the New
Plan,
the Directors will be entitled to a Benefit upon attainment of his/her
benefit age. The Directors will receive an annual amount in monthly
installments based on his/her total Board and Committee fees in the
twelve
months prior to attainment of his/her benefit age. The amount will
be 10%
plus 2% for each year of service up to five years of service. Provided
a
director has served for at least five years, the director’s
retirement
benefit will be at least 50% of such board fees, committee fees and/or
retainer, with a maximum retirement benefit of 60%, based on years
of
service.
|
|
The
Company funds the plans through a modified endowment contract. Income
recorded for the plans represents life insurance income as recorded
based
on the projected increases in cash surrender values of life insurance
policies. As of September 30, 2007 and 2006, the Life Insurance Contracts
had cash surrender values of approximately $10,120,000 and $9,606,000,
respectively.
|
|
The
Company is recording benefit costs so that the cost of each participant’s
retirement benefits is being expensed and accrued over the participant’s
active employment so as to result in a liability at retirement date
equal
to the present value of the benefits expected to be provided. As
of
September 30, 2007 and 2006, the Company had accrued approximately
$45,000
and $60,000, respectively, for benefits under these
Plans.
|
|
The
Company has a defined contribution 401(k) plan covering all employees,
as
defined under the plan document. Employees may contribute to
the plan, as defined under the plan document, and the Bank can make
discretionary contributions. The Bank contributed approximately $170,000
and $87,000 to the plan for the years ended September 30, 2007 and
2006,
respectively.
|
|
1.
|
Lease
Commitments
|
|
Approximate
future minimum payments under non-cancelable operating leases are
due as
follows for the year ended September 30th (in
thousands):
|
2008
|
$ |
286
|
||
2009
|
286
|
|||
2010
|
286
|
|||
2011
|
286
|
|||
2012
|
164
|
|||
Thereafter
|
2,894
|
|||
$ |
4,202
|
|
The
total rental expense was approximately $400,000 and $175,000 for
the years
ended September 30, 2007 and 2006,
respectively.
|
|
2.
|
Contingencies
|
The
Company, from time to time, is a party to routine litigation that
arises
in the normal course of business. In the opinion of management, the
resolution of this litigation, if any, would not have a material
adverse
effect on the Company’s consolidated financial position or results of
operations.
|
The Company uses derivative financial instruments, such as interest rate floors and collars, as part of its interest rate risk management. Interest rate caps and floors are agreements whereby one party agrees to pay or receive a floating rate of interest on a notional principal amount for a predetermined period of time if certain market interest rate thresholds are met. The Company considers the credit risk inherent in these contracts to be negligible. |
|
The
Company holds one Prime-based interest rate floor and one Prime-based
interest rate collar. The interest rate collar involved the purchase
of an
interest rate floor combined with the sale of an interest rate
cap. In
accordance with SFAS No. 133 cash flow hedge accounting, the amortization
of the costs of the derivatives flowed through the Bank’s income statement
as a reduction to loan interest income. In addition, all changes in
fair value of the derivative contracts are recorded through other
comprehensive income.
The
table below shows the notional amount, strike and maturity date
of each
interest rate derivative contract as of September 30, 2007 and
2006.
|
Fair
Value
|
|||||||||||||||||
Notional
|
Maturity
|
at
September 30,
|
|||||||||||||||
Amount
|
Strike
|
Date
|
2007
|
2006
|
|||||||||||||
(Dollars
in thousands)
|
|||||||||||||||||
Interest
rate floor
|
$ |
5,000
|
7.25 | % |
12/27/10
|
$ |
64
|
$ |
53
|
||||||||
Interest
rate floor
|
10,000
|
8.00 | % |
06/23/13
|
441
|
412
|
|||||||||||
Interest
rate cap
|
(10,000 | ) | 9.50 | % |
06/23/13
|
(76 | ) | (91 | ) | ||||||||
$ |
429
|
$ |
374
|
|
The
Company is a party to financial instruments with off-balance-sheet
risk in
the normal course of business to meet the financing needs of its
customers. These financial instruments are commitments to extend
credit.
Those instruments involve, to varying degrees, elements of credit
and
interest rate risk in excess of the amounts recognized in the balance
sheets.The Company’s exposure to credit loss in the event of
nonperformance by the other party to the financial instrument for
commitments to extend credit is represented by the contractual
notional
amount of those instruments. The Company uses the same credit policies
in
making commitments and conditional obligations as it does for
on-balance-sheet instruments.
At
September 30, 2007 and 2006, the Company had outstanding commitments
(substantially all of which expire within one year) to originate
residential mortgage loans, construction loans, commercial real
estate and
consumer loans. These commitments were comprised of fixed and
variable rate loans.
|
September
30,
|
||||||||
2007
|
2006
|
|||||||
(Dollars
in thousands)
|
||||||||
Financial
instruments whose contract amounts
|
||||||||
represent
credit risk (in thousands)
|
||||||||
Letters
of credit
|
$ |
1,047
|
$ |
556
|
||||
Unused
lines of credit
|
$ |
33,173
|
$ |
30,977
|
||||
Fixed
rate loan commitments
|
$ |
9,765
|
$ |
6,499
|
||||
Variable
rate loan commitments
|
$ |
31,446
|
$ |
32,634
|
|
The
following methods and assumptions were used to estimate the fair
value of
each class of financial instruments for which it is practicable to
estimate fair value:
|
|
Cash
and interest earning deposits with banks: The carrying amounts
are a reasonable estimate of fair
value.
|
|
Investment
securities: For investment securities, fair values are
calculated individually based on quoted market
prices.
|
|
Loans: Fair
value for the loan portfolio is estimated based on discounted cash
flow
analysis using interest rates currently offered for loans with similar
terms to borrowers of similar credit
quality.
|
|
For
nonperforming loans, fair value is calculated by first reducing the
carrying value by a reserve amount based on internal and regulatory
loan
classifications. Values are further adjusted according to
recent appraised values on the individual properties. If recent
appraisals are not available, a discount is applied depending on
the date
of the last appraisal performed on the property. The carrying
value, which is net of reserves and valuation allowances, is therefore
considered a reasonable estimate of fair
value.
|
|
Bank-owned
life insurance: The carrying amounts are based on the cash
surrender values of the individual policies, which is a reasonable
estimate of fair value.
|
|
The
fair value of commitments to extend credit is estimated based on
the
amount of unamortized deferred loan commitment fees. The fair
value of letters of credit is based on the amount of unearned fees
plus
the estimated costs to terminate the letters of credit. Fair values
of
unrecognized financial instruments including commitments to extend
credit
and the fair value of letter of credit are considered
immaterial.
|
|
Savings
deposits: The fair value of savings deposits with no stated maturity,
such
as money market deposit accounts, interest-bearing checking accounts
and
savings accounts, is equal to the amount payable on demand. The
fair value of certificates of deposit is based on the discounted
value of
contractual cash flows. The discount rate is equivalent to the
rate currently offered by the Bank for deposits of similar size,
type and
maturity.
|
|
Accrued
interest receivable and payable: For these short-term instruments,
the
carrying amount is a reasonable estimate of fair
value.
|
|
Federal
Home Loan Bank of New York advances and Securities sold under reverse
repurchase agreements: The fair value of borrowings is based on
the discounted value of contractual cash flows. The discount
rate is equivalent to the rate currently offered by the Federal Home
Loan
Bank of New York for borrowings of similar maturity and
terms.
|
|
Interest
rate derivatives: The third party value of interest rate derivative
contracts are based on the fair market value using market prices
provided
from brokers trading in such instruments, less their carrying value.
The
carrying value is the price paid for the derivative contracts less
prior
amortization of the price paid.
|
|
The
carrying amounts and estimated fair values of the Company’s financial
instruments at September 30, 2007 and 2006 are as
follows:
|
2007
|
2006
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
Value
|
Value
|
Value
|
Value
|
|||||||||||||
(Dollars
in thousands)
|
||||||||||||||||
Financial
assets
|
||||||||||||||||
Investment
securities
|
$ |
45,489
|
$ |
45,330
|
$ |
42,064
|
$ |
41,527
|
||||||||
Loan,
net of allowance for loan losses
|
$ |
381,614
|
$ |
376,810
|
$ |
347,969
|
$ |
346,638
|
||||||||
Bank
owned insurance policies
|
$ |
10,120
|
$ |
10,120
|
$ |
9,606
|
$ |
9,606
|
||||||||
Financial
liabilities
|
||||||||||||||||
Deposits
|
||||||||||||||||
Demand,
NOW and money market savings
|
$ |
168,228
|
$ |
168,228
|
$ |
150,244
|
$ |
150,244
|
||||||||
Certificates
of deposit
|
200,549
|
200,655
|
175,358
|
174,493
|
||||||||||||
Total
deposits
|
$ |
368,777
|
$ |
368,883
|
$ |
325,602
|
$ |
324,737
|
||||||||
Borrowings
|
$ |
49,985
|
$ |
50,114
|
$ |
52,996
|
$ |
52,652
|
||||||||
Interest
rate derivatives
|
$ |
429
|
$ |
429
|
$ |
374
|
$ |
374
|
|
The
fair value of commitments to extend credit is estimated based on
the
amount of unamortized deferred loan commitment fees. The fair value
of
letters of credit is based on the amount of unearned fees plus the
estimated cost to terminate the letters of credit. Fair values of
unrecognized financial instruments including commitments to extend
credit
and the fair value of letters of credit are considered
immaterial.
|
|
The
Company and Bank are required to maintain minimum amounts of capital
to
total “risk-weighted” assets, as defined by the banking regulators.
Failure to meet minimum capital requirements can initiate certain
mandatory and possibly discretionary actions by regulators that,
if
undertaken, could have a direct material effect on the Company’s financial
statements. Under capital adequacy guidelines and the regulatory
framework
for prompt corrective action, the Company and Bank must meet specific
capital guidelines that involve quantitative measures of the Company’s and
Bank’s assets, liabilities, and certain off balance sheet items as
calculated under regulatory accounting practices. The capital amounts
and
classification are also subject to qualitative judgments by the regulators
about components, risk weightings and other
factors.
|
|
Quantitative
measures established by regulation to ensure capital adequacy require
the
Company and Bank to maintain minimum ratios of Leverage Capital,
Tier I
and Total Risk-based Capital. The following table sets forth the
Company’s
actual and required capital levels under those
measures:
|
To
be well-capitalized
|
||||||||||||||||||
For
capital
|
under
prompt corrective
|
|||||||||||||||||
Actual
|
adequacy
purposes
|
action
provisions
|
||||||||||||||||
Amount
|
Ratio
|
Amount
|
Ratio
|
Amount
|
Ratio
|
|||||||||||||
As
of September 30, 2007
|
(Dollars
in thousands)
|
|||||||||||||||||
Total
Capital (to risk-weighted assets)
|
||||||||||||||||||
Magyar
Bancorp, Inc.
|
$ |
51,854
|
14.07 | % | $ |
29,491
|
≥ 8.00%
|
N/A
|
N/A
|
|||||||||
Magyar
Bank
|
41,287
|
11.20 | % |
29,490
|
≥ 8.00%
|
36,863
|
≥
10.00%
|
|||||||||||
Tier
1 Capital (to risk-weighted assets)
|
||||||||||||||||||
Magyar
Bancorp, Inc.
|
48,100
|
13.05 | % |
14,745
|
≥ 4.00%
|
N/A
|
N/A
|
|||||||||||
Magyar
Bank
|
37,533
|
10.18 | % |
14,745
|
≥ 4.00%
|
22,118
|
≥ 6.00%
|
|||||||||||
Tier
1 Capital (to average assets)
|
||||||||||||||||||
Magyar
Bancorp, Inc.
|
48,100
|
10.44 | % |
13,819
|
≥ 3.00%
|
N/A
|
N/A
|
|||||||||||
Magyar
Bank
|
37,533
|
7.94 | % |
13,819
|
≥ 3.00%
|
23,031
|
≥ 5.00%
|
|||||||||||
As
of September 30, 2006
|
||||||||||||||||||
Total
Capital (to risk-weighted assets)
|
||||||||||||||||||
Magyar
Bancorp, Inc.
|
52,134
|
14.81 | % |
28,171
|
≥ 8.00%
|
N/A
|
N/A
|
|||||||||||
Magyar
Bank
|
39,663
|
11.26 | % |
28,170
|
≥ 8.00%
|
35,214
|
≥
10.00%
|
|||||||||||
Tier
1 Capital (to risk-weighted assets)
|
||||||||||||||||||
Magyar
Bancorp, Inc.
|
48,242
|
13.70 | % |
14,085
|
≥ 4.00%
|
N/A
|
N/A
|
|||||||||||
Magyar
Bank
|
35,771
|
10.16 | % |
14,085
|
≥ 4.00%
|
21,128
|
≥ 6.00%
|
|||||||||||
Tier
1 Capital (to average assets)
|
||||||||||||||||||
Magyar
Bancorp, Inc.
|
48,242
|
12.20 | % |
11,865
|
≥ 3.00%
|
N/A
|
N/A
|
|||||||||||
Magyar
Bank
|
35,771
|
8.61 | % |
11,865
|
≥ 3.00%
|
19,776
|
≥ 5.00%
|
|
As
of September 30, 2007, the most recent notification from the Federal
Deposit Insurance Corporation categorized the Bank as well-capitalized
under the regulatory framework for prompt corrective action. There
are no
conditions or events since that notification that management believes
have
changed the Bank’s category. At September 30, 2007, management believes
that the Bank meets all capital adequacy requirements to which it
is
subject.
|
|
On
July 6, 2005, the Board of Directors of Magyar Bank adopted a Plan
of
Reorganization from a Mutual Savings Bank to a Mutual Holding Company
and
Stock Issuance Plan pursuant to which the Bank proposed to reorganize
from
a New Jersey-chartered mutual savings bank into the mutual holding
company
structure pursuant to the laws of the State of New Jersey, the regulations
of the Commissioner, the regulations of the FDIC, and other applicable
federal laws and regulations.
|
|
On
January 23, 2006, the Company completed its Plan of Reorganization
from a
Mutual Savings Bank to a Mutual Holding. A principal part of the
Reorganization was (i) the formation of the Mutual Holding Company
as a
New Jersey-chartered mutual holding company, (ii) the formation of
the
Stock Holding Company as a capital stock corporation and a wholly-owned
subsidiary of the Mutual Holding Company, and (iii) the conversion
of the
Bank to the Stock Bank, which is a New Jersey-chartered stock savings
bank
and a wholly-owned subsidiary of the Stock Holding Company as long
as the
Mutual Holding Company is in existence. The Mutual Holding
Company will always own at least a majority of the Stock Holding
Company’s
common stock so long as the Mutual Holding Company is in
existence. The Reorganization was approved by the Commissioner,
the FDIC, and the FRB.
|
|
Concurrently
with the Reorganization, the Stock Holding Company offered for sale
45.97%
of its Common Stock in the Stock Offering on a priority basis to
qualifying depositors and Tax-Qualified Employee Plans of the Bank.
The
Stock Offering was conducted in accordance with applicable federal
and
state laws and regulations. 3,200,450 shares of Common Stock of the
Stock
Holding Company were issued to the Company, and 2,618,550 shares
of Common
Stock of the Stock Holding Company were sold to depositors of the
Bank at
$10.00 per share (the "Stock Offering"). The gross offering proceeds
were
$26,185,500 and net proceeds after offering and conversion costs
were
$24,782,000.
|
|
As
part of the Stock Offering and consistent with the Bank’s ongoing
commitment to remain an independent community-oriented savings bank,
the
Bank established a charitable foundation. The charitable foundation
complements the Bank’s existing community reinvestment and charitable
activities in a manner that will allow the community to share in
the
growth and success of the Bank. Accordingly, concurrently with the
completion of the Stock Offering, the Bank contributed 104,742 shares
of
Common Stock and $500,000 cash to the Magyar Bank Charitable
Foundation.
|
ITEM
8.
|
Changes
In and Disagreements With Accountants on Accounting and Financial
Disclosure
|
ITEM8A.
|
Controls
and Procedures
|
ITEM8B.
|
Other
Information
|
ITEM
9.
|
Directors,
Executive Officers, Promoters, Control Persons, and Corporate Governance; Compliance with Section
16(a) of the Exchange
Act
|
ITEM
10.
|
Executive
Compensation
|
ITEM
11.
|
Security
Ownershipof Certain Beneficial Owners and Management
and
Related Stockholder
Matters
|
ITEM
12.
|
Certain
Relationships and Related Transactions, and
Director
Independence
|
ITEM
13.
|
Exhibits
|
3.1
|
Certificate
of Incorporation of Magyar Bancorp, Inc.*
|
|
3.2
|
Bylaws
of Magyar Bancorp, Inc.*
|
|
4
|
Form
of Common Stock Certificate of Magyar Bancorp, Inc.*
|
|
10.1
|
Form
of Employee Stock Ownership Plan*
|
|
10.2
|
Restated
Executive Supplemental Retirement Income Agreement for Elizabeth
E.
Hance**
|
|
10.3
|
Restated
Director Supplemental Retirement Income and Deferred Compensation
Agreement for Elizabeth E. Hance**
|
|
10.4
|
Restated
Director Supplemental Retirement Income and Deferred Compensation
Agreement for Joseph J. Lukacs, Jr.**
|
|
10.5
|
Restated
Director Supplemental Retirement Income and Deferred Compensation
Agreement for Salvatore J. Romano**
|
|
10.6
|
Restated
Director Supplemental Retirement Income and Deferred Compensation
Agreement for Joseph A. Yelencsics**
|
|
10.7
|
Restated
Director Supplemental Retirement Income and Deferred Compensation
Agreement for Edward C. Stokes, III**
|
|
10.8
|
Restated
Director Supplemental Retirement Income and Deferred Compensation
Agreement for Martin A. Lukacs**
|
|
10.9
|
Restated
Director Supplemental Retirement Income and Deferred Compensation
Agreement for Thomas Lankey**
|
|
10.10
|
Restated
Director Supplemental Retirement Income and Deferred Compensation
Agreement for Andrew G. Hodulik**
|
|
10.11
|
Form
of Employment Agreement for Elizabeth E. Hance*
|
|
10.12
|
Form
of Change in Control Agreement for Executive Officers*
|
|
10.13
|
Executive
Supplemental Retirement Income Agreement for Jon
Ansari**
|
|
10.14
|
Executive
Supplemental Retirement Income Agreement for John
Fitzgerald**
|
|
14
|
Code
of Ethics***
|
|
21
|
Subsidiaries
of Registrant*
|
|
Certification
of Chief Executive Officer pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended, as adopted pursuant to Section
302 of
the Sarbanes-Oxley Act of 2002
|
||
Certification
of Chief Financial Officer pursuant to Rule 13a-14(a) of the Securities
Exchange Act of 1934, as amended, as adopted pursuant to Section
302 of
the Sarbanes-Oxley Act of 2002
|
||
Certification
of Chief Executive Officer and Chief Financial Officer pursuant to
18
U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
|
*
|
Incorporated
by reference to the Registration Statement on Form SB-2 of Magyar
Bancorp,
Inc. (file no. 333-128392), originally filed with the Securities
and
Exchange Commission on September 16, 2005, as
amended.
|
**
|
These
exhibits are available for viewing at the Securities and Exchange
Commission’s web-site, www.sec.gov.
|
***
|
Available
on our website
www.magbank.com
|
ITEM
14.
|
Principal
Accountant Fees and
Services
|
MAGYAR
BANCORP, INC.
|
|
Date:
December 21, 2007
|
By:
/s/ Elizabeth E.
Hance
|
Elizabeth
E. Hance
|
|
President
and Chief Executive Officer
|
|
(Duly
Authorized Representative)
|
Signatures
|
Title
|
Date
|
||
/s/
Elizabeth E. Hance
|
President
and Chief Executive Officer
|
December
21, 2007
|
||
Elizabeth
E. Hance
|
(Principal
Executive Officer)
|
|||
/s/
Jon R.
Ansari
|
Senior
Vice President and
|
December
21, 2007
|
||
Jon
R. Ansari
|
Chief
Financial Officer
|
|||
(Principal
Financial and Accounting Officer)
|
||||
/s/
Joseph J. Lukacs, Jr.
|
Chairman
of the Board
|
December
21, 2007
|
||
Joseph
J. Lukacs, Jr.
|
||||
/s/
Andrew Hodulik
|
Director
|
December
21, 2007
|
||
Andrew
Hodulik
|
||||
/s/
Thomas
Lankey
|
Director
|
December
21, 2007
|
||
Thomas
Lankey
|
||||
/s/
Martin A. Lukacs
|
Director
|
December
21, 2007
|
||
Martin
A. Lukacs, D.M.D.
|
||||
/s/
Salvatore J. Romano
|
Director
|
December
21, 2007
|
||
Salvatore
J. Romano, Ph.D.
|
||||
/s/
Joseph A. Yelencsics
|
Director
|
December
21, 2007
|
||
Joseph
A. Yelencsics
|