-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, K8/RD9hmjjmAZdHkatsjPCQW2LEsm09o2RTid48rkKko2BQ05NgRCX3FH8wrr8vd iag6+VH93D6cq1aIhkuRtw== 0000946275-07-000418.txt : 20070510 0000946275-07-000418.hdr.sgml : 20070510 20070510170556 ACCESSION NUMBER: 0000946275-07-000418 CONFORMED SUBMISSION TYPE: 10-Q PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20070331 FILED AS OF DATE: 20070510 DATE AS OF CHANGE: 20070510 FILER: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGY FINANCIAL GROUP INC /NJ/ CENTRAL INDEX KEY: 0001263766 STANDARD INDUSTRIAL CLASSIFICATION: SAVINGS INSTITUTION, FEDERALLY CHARTERED [6035] IRS NUMBER: 522413926 STATE OF INCORPORATION: NJ FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 10-Q SEC ACT: 1934 Act SEC FILE NUMBER: 000-50467 FILM NUMBER: 07838877 BUSINESS ADDRESS: STREET 1: 310 NORTH AVE EAST CITY: CRANFORD STATE: NJ ZIP: 07016 BUSINESS PHONE: 8006933838 10-Q 1 f10q_033107-0207.txt FORM SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q (Mark One) [X] Quarterly report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the quarterly period ended: March 31, 2007 -------------- [ ] Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 For the transition period from ________ to ________ SEC File Number: 000-50467 --------- SYNERGY FINANCIAL GROUP, INC. ----------------------------- (Exact name of registrant as specified in its charter) New Jersey 52-2413926 - ------------------------------- ---------------- (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification No.) 310 North Avenue East, Cranford, New Jersey 07016 - ------------------------------------------- ----- (Address of principal executive offices) (Zip Code) (908) 272-3838 ---------------------------------------------------- (Registrant's telephone number, including area code) Check whether the registrant: (1) has filed all reports required to be filed by Sections 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes X No --- --- Indicate by check mark whether the Registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of "accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange Act. (Check one): Large accelerated filer Accelerated filer X Non-accelerated filer --- --- --- Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes No X --- --- APPLICABLE ONLY TO CORPORATE ISSUERS: Number of shares outstanding of common stock as of April 27, 2007: $0.10 Par Value Common Stock 11,382,143 - ---------------------------- ------------------ Class Shares Outstanding SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES TABLE OF CONTENTS
PART I FINANCIAL INFORMATION Page - ------ --------------------- ---- Item 1. Financial Statements (unaudited) Consolidated Balance Sheets as of March 31, 2007 and December 31, 2006......................................................1 Consolidated Statements of Income for the three months ended March 31, 2007 and 2006................................................2 Consolidated Statement of Changes in Stockholders' Equity for the three months ended March 31, 2007......................................3 Consolidated Statements of Cash Flows for the three months ended March 31, 2007 and 2006................................................4 Notes to Consolidated Financial Statements.................................5 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations.............................................13 Item 3. Quantitative and Qualitative Disclosures about Market Risk................20 Item 4. Controls and Procedures...................................................21 PART II OTHER INFORMATION Item 1. Legal Proceedings.........................................................22 Item 1A. Risk Factors..............................................................22 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds...............22 Item 3. Defaults Upon Senior Securities...........................................23 Item 4. Submission of Matters to a Vote of Security Holders.......................23 Item 5. Other Information.........................................................23 Item 6. Exhibits..................................................................23 Signatures..............................................................................24
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except share data) (unaudited)
March 31, December 31, 2007 2006 ----------- ----------- Assets: Cash and amounts due from banks $ 5,676 $ 5,673 Interest-bearing deposits with banks 5,348 4,458 ----------- ----------- Cash and cash equivalents 11,024 10,131 Investment securities available-for-sale, at fair value 63,615 68,417 Investment securities held-to-maturity (fair value of $73,310 and $76,263, respectively) 74,737 77,917 Federal Home Loan Bank of New York stock, at cost 9,629 11,981 Loans receivable, net 754,467 765,001 Accrued interest receivable 3,882 3,848 Property and equipment, net 20,602 20,106 Cash surrender value of bank-owned life insurance 22,043 21,816 Other assets 6,541 7,109 ----------- ----------- Total assets $ 966,540 $ 986,326 =========== =========== Liabilities: Deposits $ 677,687 $ 645,816 Other borrowed funds 183,400 235,675 Advance payments by borrowers for taxes and insurance 2,694 2,701 Accrued interest payable on advances 608 651 Other liabilities 2,542 2,983 ----------- ----------- Total liabilities 866,931 887,826 ----------- ----------- Stockholders' equity: Preferred stock; $0.10 par value, 5,000,000 shares authorized; issued and outstanding - none - - Common stock; $0.10 par value, 20,000,000 shares authorized; Issued - 12,509,636 in 2007 and 2006 Outstanding - 11,382,143 in 2007 and 2006 1,251 1,251 Additional paid-in-capital 85,938 85,381 Retained earnings 34,784 34,582 Unearned ESOP shares (4,430) (4,600) Treasury stock acquired for the RSP, at cost; 266,223 in 2007 and 271,613 in 2006 (3,024) (3,086) Treasury stock, at cost; 1,127,493 in 2007 and 2006 (14,125) (14,125) Accumulated other comprehensive loss, net of taxes (785) (903) ----------- ----------- Total stockholders' equity 99,609 98,500 ----------- ----------- Total liabilities and stockholders' equity $ 966,540 $ 986,326 =========== ===========
The accompanying notes are an integral part of these statements. -1- SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Consolidated Statements of Income (In thousands, except per share data) (unaudited)
For the Three Months Ended March 31, ---------------------- 2007 2006 --------- -------- Interest income: Loans, including fees $ 12,455 $ 11,340 Investment securities 1,452 1,763 Other 223 173 --------- -------- Total interest income 14,130 13,276 --------- -------- Interest expense: Deposits 6,215 4,357 Borrowed funds 2,474 2,542 --------- -------- Total interest expense 8,689 6,899 --------- -------- Net interest income before provision for loan losses 5,441 6,377 Provision for loan losses 56 416 --------- -------- Net interest income after provision for loan losses 5,385 5,961 --------- -------- Other income: Service charges and other fees on deposit accounts 507 494 Commissions 226 230 Other 286 152 --------- -------- Total other income 1,019 876 --------- -------- Other expenses: Salaries and employee benefits 3,176 3,077 Premises and equipment 630 662 Occupancy 616 562 Professional services 204 197 Advertising 45 114 Other operating 412 554 --------- -------- Total other expenses 5,083 5,166 --------- -------- Income before income tax expense 1,321 1,671 Income tax expense 480 622 --------- -------- Net income $ 841 $ 1,049 ========= ======== Per share of common stock: Basic earnings per share $ 0.08 $ 0.10 ========= ======== Diluted earnings per share $ 0.08 $ 0.10 ========= ======== Basic weighted average shares outstanding 10,481 10,358 ========= ======== Diluted weighted average shares outstanding 10,910 10,671 ========= ========
The accompanying notes are an integral part of these statements. -2- SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Consolidated Statement of Changes in Stockholders' Equity For the Three Months Ended March 31, 2007 (In thousands, except share amounts) (unaudited)
Treasury Common stock stock Accumulated ------------------ Additional Unearned acquired comprehensive Shares Par paid-in- Retained ESOP for the Treasury income (loss), issued value capital earnings shares RSP Stock net TOTAL --------------------------------------------------------------------------------------------- BALANCE AT JANUARY 1, 2007 12,509,636 $1,251 $85,381 $34,582 $(4,600) $(3,086) $(14,125) $(903) $98,500 Net income - - - 841 - - - - 841 Other comprehensive income, net of reclassification adjustment and taxes - - - - - - - 118 118 ------- Total comprehensive income 959 Dividends declared ($0.06 per share) - - - (639) - - - - (639) Common stock held by ESOP committed to be released (24,906 shares) - - 232 - 170 - - - 402 Other stock compensation plan activity, including tax benefits - - 6 - - - - - 6 Compensation recognized under stock plans - - 381 - - - - - 381 Common stock issued by RSP (5,390) - - (62) - - 62 - - - ---------------------------------------------------------------------------------------------- BALANCE AT MARCH 31, 2007 12,509,636 $1,251 $85,938 $34,784 $(4,430) $(3,024) $(14,125) $(785) $99,609 ==============================================================================================
The accompanying notes are an integral part of these statements. -3- SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands) (unaudited)
For the Three Months Ended March 31, --------------------- 2007 2006 -------- --------- Operating activities: Net income $ 841 $ 1,049 Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 328 380 Provision for loan losses 56 416 Deferred income tax expense (benefit) 324 (68) Amortization of deferred loan fees and costs (36) (39) Amortization of premiums on investment securities 104 131 Release of ESOP shares 402 327 Compensation recognized under stock plans 381 359 Increase in accrued interest receivable (34) (45) Decrease in other assets 250 631 Decrease in other liabilities (397) (1,485) Increase in cash surrender value of bank-owned life insurance (227) (130) Decrease in accrued interest payable on advances (43) (5) -------- -------- Net cash provided by operating activities 1,949 1,521 -------- -------- Investing activities: Maturity and principal repayments of investment securities held-to-maturity 3,154 4,551 Maturity and principal repayments of investment securities available-for-sale 4,842 5,237 Purchase of property and equipment (824) (359) Redemption of FHLB stock 2,352 2,569 Purchase of bank owned life insurance - (1,820) Decrease (increase) in loans 10,514 (21,081) Proceeds from sale of loans - 7,117 -------- -------- Net cash provided by (used in) investing activities 20,038 (3,786) -------- -------- Financing activities: Net increase in deposits 31,871 64,699 Decrease in short-term FHLB advances (45,275) (57,100) Proceeds from long-term FHLB advances 15,000 7,000 Repayments of long-term FHLB advances (22,000) (7,000) (Decrease) increase in advance payments by borrowers for taxes and insurance (7) 455 Dividends paid (683) (567) Purchase of treasury stock - (2,457) -------- -------- Net cash (used in) provided by financing activities (21,094) 5,030 -------- -------- Net increase in cash and cash equivalents 893 2,765 Cash and cash equivalents at beginning of year 10,131 6,583 -------- -------- Cash and cash equivalents at end of period $ 11,024 $ 9,348 ======== ======== Supplemental disclosure of cash flow information: Cash paid during the period for income taxes $ - $ - ======== ======== Interest paid on deposits and borrowed funds $ 8,647 $ 6,838 ======== ========
The accompanying notes are an integral part of these statements. -4- SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) 1. BASIS OF FINANCIAL STATEMENT PRESENTATION The accounting policies followed by Synergy Financial Group, Inc. (the "Company") conform to accounting principles generally accepted in the United States of America and to predominant practice within the banking industry. The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, Synergy Bank (the "Bank") and Synergy Financial Services, Inc. All significant inter-company accounts and transactions have been eliminated in consolidation. Certain amounts previously reported have been reclassified to conform to the current year's presentation. The accompanying unaudited condensed consolidated financial statements were prepared in accordance with instructions to Form 10-Q, and, therefore, do not include information or footnotes necessary for a complete presentation of financial position, results of operations, changes in equity and cash flows in conformity with accounting principles generally accepted in the United States of America. However, all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the consolidated financial statements have been included. These financial statements should be read in conjunction with the audited consolidated financial statements and the accompanying notes thereto included in the Company's Annual Report on Form 10-K for the period ended December 31, 2006. The results for the three months ended March 31, 2007 are not necessarily indicative of the results that may be expected for the fiscal year ending December 31, 2007 or any other period. In preparing the financial statements, 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 balance sheets, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. The principal estimates that are susceptible to significant change in the near term relate 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. EARNINGS PER SHARE Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock (such as stock options) were exercised or resulted in the issuance of common stock. These potentially dilutive shares would then be included in the weighted number of shares outstanding for the period using the treasury stock method. Shares issued and shares re-acquired during any period are weighted for the portion of the period that they were outstanding. The computation of both basic and diluted earnings per share includes the Employee Stock Ownership Plan ("ESOP") shares previously allocated to participants and shares committed to be released for allocation to participants and restricted stock plan ("RSP") shares that have vested or have been allocated to participants. -5- SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) ESOP and RSP shares that have been purchased but not committed to be released have not been considered in computing basic and diluted earnings per share. The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation (in thousands, except per share data):
For the Three Months Ended March 31, 2007 ------------------------------------------------------ Weighted Income average shares Per (numerator) (denominator) share amount ----------- ------------- ------------ Basic earnings per share: Income available to common stockholders $ 841 10,481 $ 0.08 Effect of dilutive common stock equivalents 0 429 0.00 --------- ------ --------- Diluted earnings per share: Income available to common stockholders $ 841 10,910 $ 0.08 ========= ====== =========
For the Three Months Ended March 31, 2006 ------------------------------------------------------ Weighted Income average shares Per (numerator) (denominator) share amount ----------- ------------- ------------ Basic earnings per share: Income available to common stockholders $ 1,049 10,358 $ 0.10 Effect of dilutive common stock equivalents 0 313 0.00 --------- ------ --------- Diluted earnings per share: Income available to common stockholders $ 1,049 10,671 $ 0.10 ========= ====== =========
3. STOCK-BASED COMPENSATION Stock Option and Restricted Stock Plans - --------------------------------------- At the Annual Meeting held on April 22, 2003, stockholders of the Company approved the Company's 2003 Stock Option Plan making available 165,746 shares of common stock for granting under the plan. Prior to April 22, 2003, the Company did not have a stock option plan. Under the 2003 Stock Option Plan, each stock option granted entitles the holder to purchase one share of the Company's common stock at an exercise price of not less than the fair market value of a share of common stock at the date of grant. Options granted vest over a five-year period from the date of grant and will expire no later than 10 years following the grant date. During the year ended December 31, 2003, the Company granted 165,746 options to purchase common shares of the Company. As a result of the January 20, 2004 second-step mutual-to-stock conversion, the shares associated with the 2003 Stock Option Plan converted at the exchange ratio of 3.7231 to 617,086 shares. At the Annual Meeting held on August 25, 2004 and reconvened on August 31, 2004, stockholders of the Company approved the Company's 2004 Stock Option Plan making available 703,591 shares of common stock -6- SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) for granting under the plan. During the year ended December 31, 2004, the Company granted 694,569 options to purchase common shares of the Company. Under the 2004 Stock Option Plan, each stock option granted entitles the holder to purchase one share of the Company's common stock at an exercise price of not less than the fair market value of a share of common stock at the date of grant. Options granted vest over a five-year period from the date of grant and will expire no later than 10 years following the grant date. Effective January 1, 2006, the Company adopted SFAS 123(R), "Share-Based Payment." Under the accounting requirements, the Company is now required to recognize compensation expenses related to stock options outstanding based upon the fair value of such awards at the date of grant over the period that such awards are earned. For the three months ended March 31, 2007 and 2006, the Company recognized approximately $170,000 and $159,000, respectively, of compensation expense relating to its stock option plans and approximately $41,000 of income tax benefit resulting from this expense for each of these periods. The fair value of each option grant is estimated on the date of grant using the Black-Scholes options price model. The following weighted average assumptions were utilized for grants in 2006, which have a weighted average fair value of $3.60: dividend yield of 1.50%; expected volatility of 25.45%; risk-free interest rate of 4.63%; and, an expected life of five years. The following weighted average assumptions were utilized for grants in 2005, which have a weighted average fair value of $3.40: dividend yield of 2.00%; expected volatility of 32.51%; risk-free interest rate of 3.83%; and, an expected life of five years. The following weighted average assumptions were utilized for grants in 2004, which have a weighted average fair value of $3.04: dividend yield of 1.60%; expected volatility of 32.85%; risk-free interest rate of 3.33%; and, an expected life of five years. The Company continues to recognize compensation expense for shares of common stock awarded under the restricted stock plans over the vesting period at the fair market value of the shares on the dates they are awarded. For the three months ended March 31, 2007 and 2006, the Company recognized approximately $211,000 and $200,000, respectively, of compensation expense relating to the restricted stock plans, and approximately $85,000 and $80,000, respectively, of income tax benefit resulting from this expense for these periods. As of March 31, 2007, there were approximately $1.5 million and $1.9 million of total unrecognized compensation expense relating to unvested stock options and unvested restricted stock plan shares, respectively. These costs are expected to be recognized over a weighted average period of 2.1 years for both the stock option plans and restricted stock plans. The following is a summary of the Company's stock option plans for the three months ended March 31, 2007:
Weighted Aggregate Average Intrinsic Shares Exercise Price Value ------ -------------- ----- Outstanding at beginning of period 1,257,646 $ 8.68 Granted.......................... - - Exercised........................ - - Forfeited........................ - - Expired.......................... - - --------- Outstanding at end of period 1,257,646 $ 8.68 $8,728,063 --------- Exercisable at end of period..... 557,532 $ 8.00 $4,248,394 ========= Weighted average remaining contractual life.............. 7.0 years
-7- SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) The following is a summary of the Company's restricted stock plans for the three months ended March 31, 2007: Weighted Average Grant Shares Date Fair Value ------ --------------- Outstanding at beginning of period 270,336 $ 9.44 Granted.......................... - - Vested........................... (5,390) 13.50 Forfeited........................ - - Expired.......................... - - ------- ------- Outstanding at end of period 264,946 $ 9.36 ======= ======= Employee Stock Ownership Plan - ----------------------------- The Company has established an ESOP covering eligible employees with one year of service, as defined by the ESOP. Compensation expense for the ESOP is recorded at an amount equal to the shares allocated by the ESOP multiplied by the average fair market value of the shares during the year. The Company recognizes compensation expense ratably over the year for the ESOP shares to be allocated based upon the Company's current estimate of the number of shares expected to be allocated by the ESOP during each calendar year. The difference between the average fair market value and the cost of the shares allocated by the ESOP is recorded as an adjustment to additional paid-in-capital. 4. RECENT ACCOUNTING PRONOUNCEMENTS In February 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 155, "Accounting for Certain Hybrid Instruments: an amendment of FASB Statements No. 133 and 140." SFAS No. 155 allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the whole instruments on a fair value basis. This Statement is effective for all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006. The adoption of this Statement did not have a material effect on the Company's results of operations or financial condition. In March 2006, the FASB issued SFAS No. 156, "Accounting for Servicing of Financial Assets." This Statement amends SFAS No. 140, "Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities," and requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits the entities to elect either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of SFAS No. 140 for subsequent measurement. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. This Statement is effective as of the beginning of an entity's first fiscal year that begins after September 15, 2006. The adoption of this Statement did not have a material effect on the Company's results of operations or financial condition. In June 2006, the FASB issued FASB Interpretation No. ("FIN") 48 "Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109," to clarify certain aspects of accounting for uncertain tax -8- SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) positions, including issues related to the recognition and measurement of those tax positions taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure, and transition. This interpretation is effective for fiscal years beginning after December 15, 2006.The Company has assessed the impact of FIN 48 and has determined that there are no significant positions taken in the preparation of its tax return that create any uncertainties and therefore, the adoption of FIN 48 did not have a material impact on its results of operations or financial condition. In September 2006, the FASB Emerging Issues Task Force ("EITF") finalized Issue No. 06-4, "Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements." This issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after participants' employment or retirement. The required accrued liability will be based on either the post-employment benefit cost for the continuing life insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. This issue is effective for fiscal years beginning after December 15, 2007. The Company has not completed its evaluation of the impact of adoption of EITF 06-4. In September 2006, the FASB EITF finalized Issue No. 06-5, "Accounting for Purchases of Life Insurance - Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4 (Accounting for Purchases of Life Insurance)." This issue requires that a policyholder consider contractual terms of a life insurance policy in determining the amount that could be realized under the insurance contract. It also requires that if the contract provides for a greater surrender value if all individual policies in a group are surrendered at the same time, that the surrender value be determined based on the assumption that policies will be surrendered on an individual basis. Lastly, the issue discusses whether the cash surrender value should be discounted when the policyholder is contractually limited in its ability to surrender a policy. This issue is effective for fiscal years beginning after December 15, 2006. The adoption of this Statement did not have a material effect on the Company's results of operations or financial condition. In September 2006, the FASB issued SFAS No. 157, "Fair Value Measurements." The Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The adoption of this Statement is not expected to have a material effect on the Company's results of operations or financial condition. In February 2007, the FASB issued SFAS No. 159, "The Fair Value Option for Financial Assets and Financial Liabilities." Statement 159 provides companies with an option to report selected financial assets and liabilities at fair value. Statement 159's objective is to reduce both complexity in accounting for financial instruments and the volatility in earnings caused by measuring related assets and liabilities differently. Statement 159 is effective as of the beginning of an entity's first fiscal year beginning after November 15, 2007. Early adoption is permitted as of the beginning of the previous fiscal year provided that the entity makes that choice in the first 120 days of that fiscal year and also elects to apply the provisions of Statement 157. The Company is still evaluating the impact the adoption of Statement No. 159 will have on its future consolidated financial statements. -9- SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) 5. INVESTMENT SECURITIES The amortized cost, gross unrealized gains and losses and fair value of the Company's investment securities available-for-sale and held-to-maturity are as follows (in thousands):
March 31, 2007 ------------------------------------------------------- Gross Gross Amortized unrealized unrealized Fair cost gains losses value ---- ----- ------ ----- Available-for-sale ------------------ U.S. government obligations $ 1,999 $ - $ (62) $ 1,937 Mortgage-backed securities: FHLMC 42,566 35 (790) 41,811 FNMA 18,266 14 (358) 17,922 Equity securities 2,000 - (55) 1,945 ----------- --------- --------- ----------- Total $ 64,831 $ 49 $ (1,265) $ 63,615 =========== ========= ========= ===========
March 31, 2007 ------------------------------------------------------- Gross Gross Amortized unrealized unrealized Fair cost gains losses value ---- ----- ------ ----- Held-to-maturity ---------------- Mortgage-backed securities: FHLMC $ 31,120 $ 5 $ (715) $ 30,410 FNMA 41,361 1 (687) 40,675 GNMA 2,246 5 (36) 2,215 Other debt securities 10 - - 10 ----------- --------- --------- ----------- Total $ 74,737 $ 11 $ (1,438) $ 73,310 =========== ========= ========= ===========
December 31, 2006 --------------------------------------------------------- Gross Gross Amortized unrealized unrealized Fair cost gains losses value ---- ----- ------ ----- Available-for-sale ------------------ U.S. government obligations $ 2,000 $ - $ (72) $ 1,928 Mortgage-backed securities: FHLMC 45,723 34 (908) 44,849 FNMA 20,092 17 (410) 19,699 Equity securities 2,000 - (59) 1,941 ----------- --------- -------- ----------- Total $ 69,815 $ 51 $ (1,449) $ 68,417 =========== ========= ======== ===========
-10- SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited)
December 31, 2006 --------------------------------------------------------- Gross Gross Amortized unrealized unrealized Fair cost gains losses value ---- ----- ------ ----- Held-to-maturity ---------------- Mortgage-backed securities: FHLMC $ 32,397 $ 1 $ (804) $ 31,594 FNMA 43,150 1 (816) 42,335 GNMA 2,360 4 (40) 2,324 Other debt securities 10 - - 10 ----------- --------- -------- ----------- Total $ 77,917 $ 6 $ (1,660) $ 76,263 =========== ========= ======== ===========
6. LOANS RECEIVABLE Major groupings of loans are as follows (in thousands):
March 31, December 31, 2007 2006 ----------- ----------- Mortgages: Residential, 1-4 family $ 230,236 $ 237,857 Multi-family / non-residential 335,244 326,225 Construction 8,005 6,487 Automobile 126,201 142,033 Commercial 57,361 54,854 Other consumer 3,332 3,467 ----------- ----------- Loans receivable 760,379 770,923 Deferred loan fees and costs 23 68 Allowance for loan losses (5,935) (5,990) ----------- ----------- Loans receivable, net $ 754,467 $ 765,001 =========== ===========
A summary of the activity in the allowance for loan losses is as follows (in thousands):
For the Three Months Ended ------------------------------------- March 31, March 31, 2007 2006 ----------- ----------- Balance, beginning of period $ 5,990 $ 5,763 Provision for loan losses 56 416 Recoveries 107 103 Loans charged-off (218) (383) ----------- ----------- Balance, end of period $ 5,935 $ 5,899 =========== ===========
-11- SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Notes to Consolidated Financial Statements (unaudited) 7. DEPOSITS Deposits are summarized as follows (in thousands):
March 31, December 31, 2007 2006 ---------- ---------- Non-interest-bearing checking accounts $ 73,521 $ 59,587 Interest-bearing checking accounts 2,828 1,080 Savings and club accounts 51,721 46,306 Money market accounts 143,134 123,433 Certificate of deposit accounts 406,483 415,410 ---------- ---------- $ 677,687 $ 645,816 ========== ==========
8. OTHER BORROWED FUNDS 1. Short-Term Borrowings --------------------- Short-term borrowings, which consist primarily of Federal Home Loan Bank ("FHLB") advances, generally have maturities of less than one year. The details of these borrowings are presented below (in thousands, except percentages):
At or For The ------------------------------------- Three Months Twelve Months Ended Ended March 31, December 31, 2007 2006 ------------ ------------ Average balance outstanding $ 60,358 $ 72,669 Maximum amount outstanding at any month end during the period 77,700 93,950 Balance outstanding at period end 31,600 76,875 Weighted average interest rate during the period 5.40% 5.23% Weighted average interest rate at period end 5.50% 5.38%
2. Long-Term Borrowings -------------------- At March 31, 2007, long-term borrowings, which consist of FHLB advances, totaled $151.8 million. Advances consist of fixed-rate advances that will mature within one to eight years. The advances are collateralized by FHLB stock and certain first mortgage loans, first-lien home equity loans and mortgage-backed securities. These advances had a weighted average interest rate of 4.30%. As of March 31, 2007, long-term FHLB advances mature as follows (in thousands): 2007 $ 40,000 2008 61,100 2009 8,000 2010 5,000 2011 10,000 Thereafter 27,700 --------- $ 151,800 ========= -12- Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations General Management's discussion and analysis of financial condition and results of operations is intended to provide assistance in understanding our consolidated financial condition and results of operations. The information in this section should be read with the consolidated interim financial statements and the notes thereto included in this Form 10-Q. Our results of operations are primarily dependent on our net interest income. Net interest income is a function of the balances of interest-earning assets outstanding in any one period, the yields earned on those assets and the interest paid on deposits and borrowed funds that were outstanding in that same period. To a lesser extent, the relative levels of our other income and other expenses also affect our results of operations. Our other income consists primarily of fees and service charges, commissions and gains and losses on the sale of loans and investments. The other expenses consist primarily of employee compensation and benefits, occupancy and equipment expenses, data processing costs, marketing costs, professional fees, office supplies, telephone and postage costs. Our results of operations are also significantly impacted by the amount of provisions for loan losses which, in turn, are dependent upon, among other things, the size and makeup of the loan portfolio, loan quality and loan trends. Forward-Looking Statements This report contains certain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended (the "Securities Act"), and Section 21 E of the Securities Exchange Act of 1934, as amended (the "Exchange Act"). The Company intends such forward-looking statements to be covered by the safe harbor provisions for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995, and is including this statement for the purpose of these safe harbor provisions. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identified by use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," or similar expressions. The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, changes in interest rates, general economic conditions, legislative/regulatory changes, monetary and fiscal policies of the U.S. Government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality or composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company's market area and accounting principles and guidelines. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Further information concerning the Company and its business, including additional factors that could materially affect the Company's financial results, is included in the Company's filings with the SEC. The Company does not undertake - and specifically disclaims any obligation - to release publicly the results of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events. -13- Critical Accounting Policies, Judgments and Estimates The accounting and reporting policies of the Company conform with the accounting principles generally accepted in the United States of America and with general practices within the financial services industry. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates. Allowance for Loan Losses. The Company recognizes that the determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The balance in the allowance for loan losses is determined based on management's review and evaluation of the loan portfolio in relation to past loss experience, the size and composition of the portfolio, current economic events and conditions, and other pertinent factors, including management's assumptions as to future delinquencies, recoveries and losses. All of these factors may be susceptible to significant change. To the extent actual outcomes differ from management's estimates, additional provisions for loan losses may be required that would adversely impact earnings in future periods. Intangible Assets. Intangible assets, such as goodwill and the core deposit intangible associated with the Company's January 2003 acquisition of First Bank of Central Jersey, are subject to annual impairment tests and, in the case of the core deposit intangible, amortization of the asset through a charge to expense. To the extent the outcome of the impairment tests differ from the carrying value, additional charges to expense could be required to reduce the carrying value, which would adversely impact earnings in future periods. Income Taxes. Under the liability method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities. Deferred tax assets are subject to management's judgment based upon available evidence that future realization is more likely than not. If management determines that the Company may be unable to realize all or part of the net deferred tax assets in the future, a direct charge to income tax expense may be required to reduce the recorded value of the net deferred tax assets to the expected realizable amount, thereby impacting earnings. Comparison of Financial Condition at March 31, 2007 and December 31, 2006 Assets. Total assets were $966.5 million on March 31, 2007, a decrease of 2.0%, or $19.8 million, from $986.3 million on December 31, 2006. This decrease was primarily attributable to a decrease of $10.5 million in net loans and an $8.0 million decline in investment securities. Between December 31, 2006 and March 31, 2007, investment securities decreased $8.0 million, or 5.5%, from $146.3 million to $138.4 million. This decrease was due to maturities and principal repayments during the first three months of 2007. FHLB stock holdings decreased 19.6%, or $2.4 million, to $9.6 million at March 31, 2007, from $12.0 million at December 31, 2006 due to the decreased level of borrowings from the FHLB. Net loans decreased 1.4%, or $10.5 million, to $754.5 million at March 31, 2007, from $765.0 million at December 31, 2006. During the first quarter of 2007, there were $34.5 million in loan originations and purchases, which were more than offset by principal repayments of $45.1 million. Automobile loans declined $15.8 million from December 31, 2006 to $126.2 million at March 31, 2007, while multi-family/non-residential loans and commercial loans increased $9.0 million and $2.5 million, respectively. At March 31, 2007, multi-family/non-residential loans totaled $335.2 million while commercial loans totaled $57.4 million. Over the past year, the Company has reduced the origination of automobile loans and deployed its cash into higher-yielding, commercial-based products. -14- At March 31, 2007, total loans of $760.4 million were comprised of 44.1% in multi-family/non-residential mortgage loans, 17.0% in consumer loans, comprised mostly of direct automobile loans for both new and used vehicles, 16.2% in one-to-four family real estate loans, 14.1% in home equity loans, 7.5% in commercial loans and 1.1% in construction loans. The allowance for loan losses was $5.9 million at March 31, 2007, compared to $6.0 million at December 31, 2006. This reflects a provision for loan losses of $56,000 for the three-month period ended March 31, 2007, offset by net charge-offs of $111,000. The ratio of the allowance for loan losses to total loans was 0.78% on both March 31, 2007 and December 31, 2006. Non-performing assets represented 0.04% of total assets on both March 31, 2007 and December 31, 2006. Liabilities. Total liabilities decreased $20.9 million, or 2.4%, to $866.9 million at March 31, 2007, from $887.8 million at December 31, 2006. The decrease resulted primarily from a decline in FHLB advances of $52.3 million, or 22.2%, which was partially offset by an increase in deposits of $31.9 million, or 4.9%. The $52.3 million decrease in FHLB advances between December 31, 2006 and March 31, 2007 was primarily due to the growth in deposits coupled with the decline in both loans and investment securities. Deposits reached $677.7 million at March 31, 2007, an increase of $31.9 million, or 4.9%, from the $645.8 million reported at December 31, 2006. Core deposits, which consist of checking, savings and money market accounts, increased $40.8 million, or 17.7%, while certificates of deposit decreased by $8.9 million, or 2.1%, from the $415.4 million reported at year-end 2006. At March 31, 2007, brokered certificates of deposit totaled $38.3 million, a decrease of $5.0 million from the $43.3 million at December 31, 2006. Equity. Stockholders' equity totaled $99.6 million at March 31, 2007, an increase of $1.1 million, or 1.1%, from $98.5 million at December 31, 2006. The increase was primarily attributable to net income for the quarter and stock benefit plan activity, partially offset by the March 28, 2007 declaration of a quarterly cash dividend of $0.06 per common share, which was payable on April 27, 2007 to stockholders of record on April 13, 2007. Additionally, accumulated other comprehensive loss, net of taxes, declined by $118,000. -15- Average Balance Sheet. The following table sets forth certain information for the three months ended March 31, 2007 and 2006. The average yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are derived from daily average balances. The table does not include the allowance for loan losses in the average balances of loans receivable. Management does not believe that this causes any material differences in the information presented.
For the Three Months Ended March 31, --------------------------------------------------------------- 2007 2006 ------------------------------- ------------------------------ Average Average Average Average Balance Interest Yield/Cost Balance Interest Yield/Cost ------- -------- ---------- ------- -------- ---------- Interest-earning assets: Loans receivable, net(1) $760,881 $12,455 6.55% $742,164 $11,340 6.11% Securities(2) 146,566 1,452 3.96 180,166 1,763 3.91 Other interest-earning assets(3) 11,370 223 7.85 12,839 173 5.39 -------- ------- ---- -------- ------- ---- Total interest-earning assets 918,817 14,130 6.15 935,169 13,276 5.68 Non-interest-earning assets 55,066 43,713 -------- -------- Total assets $973,883 $978,882 ======== ======== Interest-bearing liabilities: Checking accounts(4) $60,318 $6 0.04% $60,778 $14 0.09% Savings and club accounts 45,747 61 0.53 60,750 87 0.57 Money market accounts 129,894 1,138 3.50 106,167 555 2.09 Certificates of deposit 413,858 5,010 4.84 396,581 3,701 3.73 Other borrowed funds 222,083 2,474 4.46 257,473 2,542 3.95 -------- ------- ---- -------- ------- ---- Total interest-bearing liabilities 871,900 8,689 3.99 881,749 6,899 3.13 Non-interest-bearing liabilities 3,055 2,652 -------- -------- Total liabilities 874,955 884,401 Stockholders' equity 98,928 94,481 -------- -------- Total liabilities and stockholders' equity $973,883 $978,882 ======== ======== Net interest income $5,441 $6,377 ====== ====== Net interest rate spread(5) 2.16% 2.55% Net interest margin(6) 2.37% 2.73% Ratio of average interest-earning assets to average interest-bearing liabilities 105.38% 106.06%
- --------------------- (1) Non-accruing loans have been included in loans receivable, and the effect of such inclusion was not material. (2) Includes U.S. government obligations, mortgage-backed securities and interest-bearing deposits in banks. (3) Includes FHLB stock, at cost. (4) Includes both interest-bearing and non-interest-bearing checking accounts. (5) Net interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities (including non-interest-bearing checking accounts). (6) Net interest margin represents net interest income as a percentage of average interest-earning assets. -16- Comparison of Operating Results for the Three Months Ended March 31, 2007 and 2006 Net Income. Net income decreased by $208,000, to $841,000, for the three months ended March 31, 2007, compared to $1.049 million for the same period in 2006, a 19.8% decline. Diluted net income per common share was $0.08 for the first quarter of 2007, compared to $0.10 for the same period in 2006. The decrease in net income was primarily attributable to a $936,000 decrease in net interest income, partially offset by an increase in other income of $143,000, a $360,000 decrease in the provision for loan losses, an $83,000 decrease in other expenses and a $142,000 decrease in income tax expense. Net Interest Income. Net interest income declined $936,000, or 14.7%, to $5.4 million for the three months ended March 31, 2007, compared to $6.4 million for the same period in 2006. Total interest income increased by $854,000, to $14.1 million, for the three months ended March 31, 2007, while total interest expense increased by $1.8 million, to $8.7 million, when compared to the same three-month period last year. The year-over-year decline was the result of margin compression stemming from the flat to inverted yield curve, increased funding costs and a slowdown in asset growth. Compared to the fourth quarter of 2006, net interest income increased $3,000. The net interest margin for the first quarter of 2007 increased to 2.37%, from 2.34% for the fourth quarter of 2006, but was down 36 basis points from the 2.73% for the first quarter of 2006. The 6.4% increase in total interest income for the first quarter 2007, as compared to the same quarter last year, was primarily due to a 47 basis point increase in the yield earned on average interest-earning assets. This was primarily the result of the rebalancing of our loan portfolio, which has resulted in the replacement of amortizing lower yield automobile loans with higher-yielding multi-family/non-residential and commercial loans, as well as generally higher yields on loans as a result of increases in market interest rates. Additionally, the investment portfolio, which yielded 3.96% in the first quarter of 2007, continued to decline, as the cash flow has been utilized to pay down higher cost borrowings and/or fund loan activity. The increase in the dividend yield on FHLB stock also contributed to the increase in our asset yield. The 25.9% increase in total interest expense for the first quarter 2007, as compared to the same quarter last year, was primarily due to an 86 basis point increase in the average cost of funds when compared to the same quarter of the prior year. The increase in the average cost of interest-bearing liabilities was primarily attributable to higher market interest rates, as well as an increase in higher cost certificates of deposits. Provision for Loan Losses. We maintain an allowance for loan losses through provisions for loan losses that are charged to earnings. The provision is made to adjust the total allowance for loan losses to an amount that represents management's best estimate of incurred and probable losses in the loan portfolio at the balance sheet date that are reasonable to estimate. In estimating the losses in the loan portfolio that are both probable and reasonable to estimate, management considers factors such as an internal analysis of credit quality, general levels of loan delinquencies, collateral values, the Bank's historical loan loss experience, changes in loan concentrations by loan category, peer group information and economic and other trends affecting our market area. The provision established for loan losses each month reflects management's assessment of these factors in relation to the level of the allowance at such time. Management allocates the allowance to various categories based on its classified assets, historical loan loss experience and its assessment of the risk characteristics of each loan category and the relative balances at month end of each loan category. Management's assessment did not change either in estimation method or assumptions during either period. The provision for loan losses declined by $360,000, to $56,000, for the three months ended March 31, 2007, from $416,000 for the same quarter in 2006. The decrease in the provision was primarily due to lower loan production and lower net charge-offs during the first quarter of 2007 as compared to the same period last year. Total charge-offs amounted to $218,000 and recoveries amounted to $107,000, resulting in a net charge-off amount of $111,000 for the three months ended March 31, 2007. This represents a $169,000 decrease in net charge-offs when compared to the same quarter in 2006. -17- Other Income. Other income increased $143,000, or 16.3%, to $1.0 million for the three months ended March 31, 2007, compared to $876,000 for the same quarter in 2006. The change was primarily due to an increase in income from bank-owned life insurance. Other Expenses. Other expenses decreased $83,000, or 1.6%, to $5.1 million for the three months ended March 31, 2007. This was primarily attributable to a decline in advertising expenses, lower premises and equipment expense and other operating expenses, as the Company remains focused on controlling costs. Income Tax Expense. Income tax expense decreased by $142,000, or 22.8%, during the three months ended March 31, 2007 when compared to the same quarter in 2006, reflecting lower taxable income for the 2007 period. Liquidity The Bank maintains liquid assets at levels it considers adequate to meet liquidity needs. The liquidity of the Bank reflects its ability to provide funds to meet loan requests, accommodate possible outflows in deposits, fund current and planned expenditures and take advantage of interest rate opportunities in connection with asset and liability management objectives. Funding loan requests, providing for liability outflows and management of interest rate fluctuations require continuous analysis in order to match the maturities of earning assets with specific types of deposits and borrowings. Bank liquidity is normally considered in terms of the nature and mix of the Bank's sources and uses of funds. The Bank's primary sources of liquidity are deposits, scheduled amortization and prepayment of loans and mortgage-backed securities. In addition, the Bank invests any excess funds in overnight federal funds investments, which provide liquidity. Its cash and cash equivalents, defined as cash and deposits in other financial institutions with original maturities of three months or less, totaled $11.0 million at March 31, 2007. To a lesser extent, the earnings and funds provided from operating activities are a source of liquidity. Liquidity management is both a daily and long-term function of business management. While scheduled principal repayments on loans and mortgage-backed securities are a relatively predictable source of funds, deposit flows and loan and securities prepayments are greatly influenced by general interest rates, economic conditions and competition. If the Bank requires funds beyond its ability to generate them internally, it has the ability to obtain advances from the FHLB, which provides an additional source of funds. At March 31, 2007, the Bank's borrowing limit with the FHLB was $290.5 million, subject to collateral requirements. At March 31, 2007, the Bank had $183.4 million of FHLB advances outstanding, including $108.5 million in repurchase agreement advances with the FHLB. Management is not aware of any trends, events or uncertainties that will have or are reasonably likely to have a material effect on the Company's liquidity, capital or operations nor is it aware of any current recommendation by regulatory authorities, which, if implemented, would have a material effect on liquidity, capital or operations. The total amount of the Bank's commitments to extend credit for mortgage and consumer loans as of March 31, 2007 was $25.0 million, excluding commitments on unused lines of credit, which totaled $29.6 million. Management intends to expand the Bank's branch network either through opening or acquiring branch offices. Three new offices and the relocation of one branch are planned for 2007 and 2008. -18- The following table discloses the Bank's contractual obligations as of March 31, 2007 (in thousands):
Total Less Than 1-3 Years 4-5 Years After 1 Year 5 Years ------- --------- --------- --------- ------- Certificates of deposit $406,483 $374,609 $30,519 $ 825 $ 530 FHLB advances (1) 183,400 75,600 65,100 30,000 12,700 Rental under operating leases 11,683 922 1,732 1,525 7,504 -------- -------- ------- ------- ------- Total $601,566 $451,131 $97,351 $32,350 $20,734 ======== ======== ======= ======= =======
- ----------------- (1) At March 31, 2007, other borrowed funds consisted of FHLB advances. At March 31, 2007, our borrowing limit with FHLB was $290.5 million, subject to collateral requirements. The following table discloses the Bank's commitments as of March 31, 2007 (in thousands):
Total Less Than 1-3 Years 4-5 Years After 1 Year 5 Years ------- --------- --------- --------- ------- Lines of credit (1) $29,626 $ 2,386 $643 $216 $26,381 Other commitments to extend credit 25,009 25,009 - - - ------- ------- ---- ---- ------- Total $54,635 $27,395 $643 $216 $26,381 ======= ======= ==== ==== =======
- --------------- (1) Represents amounts committed to customers. Regulatory Capital Requirements The Bank is subject to federal regulations that impose certain minimum capital requirements. Quantitative measures, established by regulation to ensure capital adequacy, require the Bank to maintain amounts and ratios of tangible and core capital to adjusted total assets and of total risk-based capital to risk-weighted assets. On March 31, 2007, the Bank was in compliance with all of its regulatory capital requirements. The following table sets forth the Bank's capital position and relativity to regulatory requirements as of March 31, 2007:
OTS Requirements ----------------------------------------- Minimum Classification for Bank actual capital adequacy well-capitalized ----------- ---------------- ---------------- Amount Ratio Amount Ratio Amount Ratio ------ ----- ------ ----- ------ ----- Total risk-based capital (to risk-weighted assets) $95,852 12.72% $60,289 8.00% $75,361 10.00% Tier 1 capital (to risk-weighted assets) 89,917 11.93% N/A N/A 45,217 6.00% Tier 1 capital (to adjusted total assets) 89,917 9.34% 38,510 4.00% 48,137 5.00% Tangible capital (to adjusted total assets) 89,917 9.34% 14,441 1.50% N/A N/A
-19- Impact of Inflation and Changes Prices The consolidated financial statements of the Company and notes thereto, presented elsewhere herein, have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due to inflation. The impact of inflation is reflected in the increased cost of the Company's operations, primarily those at the Bank. Unlike most industrial companies, nearly all of the assets and liabilities of the Bank are financial. As a result, interest rates have a greater impact on the Bank's performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services. Item 3. Quantitative and Qualitative Disclosures About Market Risk Management of Interest Rate Risk and Market Risk Quantitative Analysis. Management actively monitors its interest rate risk exposure. The Bank's objective is to maintain a consistent level of profitability within acceptable risk tolerances across a broad range of potential interest rate environments. The Bank uses the Office of Thrift Supervision Net Portfolio Value (NPV) Model to monitor its exposure to interest rate risk, which calculates changes in net portfolio value. Reports generated from assumptions provided and modified by management are reviewed by the Asset/ Liability Management and Budget Committee and reported to the Board of Directors quarterly. The Interest Rate Sensitivity of Net Portfolio Value Report shows the degree to which balance sheet line items and the net portfolio value are potentially affected by a 100 to 200 basis point (1/100th of a percentage point) upward and downward shift (shock) in the Treasury yield curve. Management believes that there has not been any material adverse change in market risk during the three-month period ended March 31, 2007. Qualitative Analysis. Because the majority of the Bank's interest-earning assets and interest-bearing liabilities are sensitive to changes in interest rates, a significant form of market risk for the Bank is interest rate risk, or changes in interest rates. The Bank is vulnerable to an increase in interest rates to the extent that interest-bearing liabilities mature or re-price more rapidly than interest-earning assets. Our assets include long-term, fixed-rate loans and investments, while our primary sources of funds are deposits and borrowings with substantially shorter maturities. Although having interest-bearing liabilities that re-price more frequently than interest-earning assets is generally beneficial to net interest income during a period of declining interest rates, this type of asset/liability mismatch is generally detrimental during periods of rising interest rates. The Board of Directors has established a Budget and Asset/Liability Management Committee. The Committee meets quarterly with management to review current investments: average lives, durations and re-pricing frequencies of loans and securities; loan and deposit pricing, production volumes and alternative funding sources; interest rate risk analysis; liquidity and borrowing needs; and a variety of other asset and liability management topics. The management session of the Committee is held monthly with President Fiore presiding and senior management in attendance. The results of the quarterly and monthly meetings of the Committee are reported to the full Board at its regular meetings. In addition, the Committee generally meets during the fourth quarter each year with the goal of developing an annual business and operating plan for presentation to the full Board. To reduce the effect of interest rate changes on net interest income, the Bank has adopted various strategies to enable it to improve the matching of interest-earning asset maturities to interest-bearing liability maturities. The main elements of these strategies include seeking to: -20- o expand commercial and industrial loans, which predominantly have variable rates of interest; o increase production in higher yielding commercial real estate loans; o lengthen the maturities of time deposits and borrowings when it would be cost effective through the aggressive pricing and promotion of certificates of deposits and utilization of FHLB advances; o increase core deposits (i.e., checking, savings and money market accounts), which tend to be less interest rate sensitive; and o purchase intermediate and adjustable-rate investment securities that provide a stable cash flow, thereby providing investable funds in varying interest rate cycles. Item 4. Controls and Procedures Evaluation of disclosure controls and procedures. Based on their evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934), the Company's principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-Q such disclosure controls and procedures are effective. Changes in internal controls. During the quarter under report, there was no change in the Company's internal control over financial reporting that has materially affected, or is reasonable likely to materially affect, the Company's internal control over financial reporting. -21- PART II - OTHER INFORMATION Item 1. Legal Proceedings. ----------------- The Company and its subsidiaries, from time to time, may be a party to routine litigation, which arises in the normal course of business, such as claims to enforce liens, condemnation proceedings on properties in which the Bank, the wholly-owned subsidiary of the Company, holds security interests, claims involving the making and servicing of real property loans and other issues incident to its business. There were no lawsuits pending or known to be contemplated at March 31, 2007 that would be expected to have a material effect on the Company's operations or income. Item 1A. Risk Factors. ------------ There has been no material change in the risk factors previously disclosed in the Company's 2006 Form 10-K. Item 2. Unregistered Sales of Equity Securities and Use of Proceeds. ----------------------------------------------------------- ISSUER PURCHASES OF EQUITY SECURITIES The following table reports information regarding repurchases of the Company's common stock during the first quarter of 2007 and the stock repurchase plans approved by the Company's Board of Directors.
- ----------------------------- --------------- ---------------- ------------------------- ---------------------------- Total Number of Shares Maximum Number of Shares Total Number Purchased as Part of that May Yet Be Purchased of Shares Average Price Publicly Announced Under the Plans or Period Purchased Paid per Share Plans or Programs (1) Programs (1) - ----------------------------- --------------- ---------------- ------------------------- ---------------------------- January 1-31, 2007 - - - 470,401 - ----------------------------- --------------- ---------------- ------------------------- ---------------------------- February 1-28, 2007 - - - 470,401 - ----------------------------- --------------- ---------------- ------------------------- ---------------------------- March 1-31, 2007 - - - 470,401 - ----------------------------- --------------- ---------------- ------------------------- ---------------------------- Total - - - - ----------------------------- --------------- ---------------- ------------------------- ----------------------------
- ------------------ (1) On February 23, 2006, the Company announced that it intends to purchase up to five percent of its common stock outstanding (approximately 572,294 shares) in open market transactions. This repurchase program incorporates the 174,628 shares that remained available for repurchase under the Company's August 2005 repurchase program. Such purchases are to be made from time to time in the open market, based on stock availability, price and the Company's financial performance. This program has no expiration date and has 470,401 shares yet to be purchased as of March 31, 2007. -22- Item 3. Defaults Upon Senior Securities. ------------------------------- None. Item 4. Submission of Matters to a Vote of Security Holders. --------------------------------------------------- None. Item 5. Other Information. ----------------- None. Item 6. Exhibits. -------- a) Exhibits:
31 Certification pursuant to ss.302 of the Sarbanes-Oxley Act of 2002 32 Certification pursuant to ss.906 of the Sarbanes-Oxley Act of 2002
-23- SIGNATURES Pursuant to the requirements of Sections 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. SYNERGY FINANCIAL GROUP, INC. Date: May 10, 2007 By: /s/John S. Fiore ------------------------------------- John S. Fiore President and Chief Executive Officer (Duly Authorized Representative) Pursuant to the requirement of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the date indicated.
/s/John S. Fiore /s/A. Richard Abrahamian - ------------------------------------------------ ------------------------------------------------- John S. Fiore A. Richard Abrahamian President and Chief Executive Officer Senior Vice President and Chief Financial Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) Date: May 10, 2007 Date: May 10, 2007
-24- EX-31 2 ex-31.txt CERTIFICATIONS SECTION 302 CERTIFICATION I, John S. Fiore, President and Chief Executive Officer of Synergy Financial Group, Inc., certify that: 1. I have reviewed this report on Form 10-Q of Synergy Financial Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: May 10, 2007 /s/John S. Fiore ------------------------------------- John S. Fiore President and Chief Executive Officer (Principal Executive Officer) SECTION 302 CERTIFICATION I, A. Richard Abrahamian, Senior Vice President and Chief Financial Officer of Synergy Financial Group, Inc., certify that: 1. I have reviewed this report on Form 10-Q of Synergy Financial Group, Inc.; 2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report; 3. Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report; 4. I am responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have: (a) Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under my supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to me by others within those entities, particularly during the period in which this report is being prepared; (b) Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under my supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles; (c) Evaluated the effectiveness of the registrant's disclosure controls and procedures and presented in this report my conclusion about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report on such evaluation; and (d) Disclosed in this report any change in the registrant's internal control over financial reporting that occurred during the registrant's most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, the registrant's internal control over financial reporting; 5. I have disclosed, based on my most recent evaluation of internal control over financial reporting, to the registrant's auditors and the audit committee of registrant's board of directors: (a) All significant deficiencies and material weaknesses in the design or operation of internal controls over financial reporting which are reasonably likely to adversely affect the registrant's ability to record, process, summarize and report financial information; and (b) Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant's internal controls over financial reporting. Date: May 10, 2007 /s/A. Richard Abrahamian ------------------------------------------------- A. Richard Abrahamian Senior Vice President and Chief Financial Officer (Principal Financial and Accounting Officer) EX-32 3 ex-32.txt CERTIFICATION CERTIFICATION PURSUANT TO 18 U.S.C. ss.1350, AS ADOPTED PURSUANT TO SECTION 906 OF THE SARBANES-OXLEY ACT OF 2002 In connection with the Quarterly Report of Synergy Financial Group, Inc. (the "Company") on Form 10-Q for the period ending March 31, 2007 as filed with the Securities and Exchange Commission on the date hereof (the "Report"), we, John S. Fiore, President and Chief Executive Officer, and A. Richard Abrahamian, Senior Vice President and Chief Financial Officer, certify, pursuant to 18 U.S.C. ss.1350, as adopted pursuant to ss.906 of the Sarbanes-Oxley Act of 2002, that: (1) The Report fully complies with the requirements of Section 13(a) of the Securities Exchange Act of 1934; and (2) The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company.
/s/John S. Fiore /s/A. Richard Abrahamian - ------------------------------------------- ------------------------------------------------- John S. Fiore A. Richard Abrahamian President and Chief Executive Officer Senior Vice President and Chief Financial Officer (Principal Executive Officer) (Principal Financial and Accounting Officer) Date: May 10, 2007 Date: May 10, 2007
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