WBB-2014.03.31-10Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
____________________________________________
FORM 10-Q
____________________________________________
|
| |
x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period ended March 31, 2014
Or
|
| |
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For transition period from to
Commission File Number 001-35871
Westbury Bancorp, Inc.
(Exact Name of Registrant as Specified in Charter)
____________________________________________
|
| | |
Maryland | | 46-1834307 |
(State or Other Jurisdiction of Incorporation) | | (I.R.S. Employer Identification Number) |
| | |
200 South Main Street, West Bend, Wisconsin | | 53095 |
(Address of Principal Executive Officers) | | (Zip Code) |
(262) 334-5563
Registrant’s telephone number, including area code
Not Applicable
(Former name or former address, if changed since last report)
____________________________________________
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 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 o.
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer, or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
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| | | | |
Large accelerated filer | ¨ | | Accelerated filer | ¨ |
| | | | |
Non-accelerated filer | ¨ | | Smaller reporting company | x |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
Indicate the number of shares outstanding of each of the Issuer’s classes of common stock as of the latest practicable date.
There were 5,142,541 shares of Common Stock, par value $.01 per share, outstanding as of May 9, 2014.
WESTBURY BANCORP, INC.
Form 10-Q Quarterly Report
Table of Contents
PART I
ITEM 1. FINANCIAL STATEMENTS
Westbury Bancorp, Inc. and Subsidiary
Consolidated Balance Sheets
March 31, 2014 and September 30, 2013
(Unaudited)
(In Thousands, except share data)
|
| | | | | | | |
| March 31, 2014 | | September 30, 2013 |
Assets | |
| | |
|
Cash and due from banks | $ | 31,930 |
| | $ | 25,742 |
|
Interest-bearing deposits | 16,983 |
| | 21,923 |
|
Cash and cash equivalents | 48,913 |
| | 47,665 |
|
Securities available-for-sale | 96,407 |
| | 105,705 |
|
Loans held for sale, at lower of cost or fair value | 497 |
| | 1,028 |
|
Loans, net of allowance for loan losses of $3,898 and $4,266 at March 31 and September 30, respectively | 356,880 |
| | 342,780 |
|
Federal Home Loan Bank stock, at cost | 2,670 |
| | 2,670 |
|
Foreclosed real estate | 1,114 |
| | 1,690 |
|
Real estate held for investment | 3,828 |
| | 6,172 |
|
Real estate held for sale | 2,742 |
| | — |
|
Office properties and equipment, net | 9,932 |
| | 12,549 |
|
Cash surrender value of bank-owned life insurance | 12,546 |
| | 12,358 |
|
Mortgage servicing rights | 1,846 |
| | 1,831 |
|
Deferred tax asset | 5,968 |
| | 4,995 |
|
Other assets | 4,151 |
| | 3,839 |
|
Total assets | $ | 547,494 |
| | $ | 543,282 |
|
Liabilities and Stockholders’ Equity | |
| | |
|
Liabilities | |
| | |
|
Deposits | $ | 451,378 |
| | $ | 440,978 |
|
Advance payments by borrowers for property taxes and insurance | 1,891 |
| | 5,700 |
|
Other liabilities | 4,625 |
| | 6,002 |
|
Total liabilities | 457,894 |
| | 452,680 |
|
Stockholders’ Equity | |
| | |
|
Preferred stock $0.01 par value, 50,000,000 shares authorized; none issued or outstanding | — |
| | — |
|
Common stock $0.01 par value, 100,000,000 shares authorized; 5,142,541 shares issued and outstanding | 51 |
| | 51 |
|
Additional paid-in capital | 48,902 |
| | 48,800 |
|
Retained earnings | 44,894 |
| | 46,625 |
|
Unearned Employee Stock Ownership Plan (ESOP) shares | (3,857 | ) | | (4,114 | ) |
Accumulated other comprehensive loss | (390 | ) | | (760 | ) |
Total stockholders’ equity | 89,600 |
| | 90,602 |
|
Total liabilities and stockholders’ equity | $ | 547,494 |
| | $ | 543,282 |
|
See Notes to Unaudited Consolidated Financial Statements.
Westbury Bancorp, Inc. and Subsidiary
Consolidated Statements of Operations
Three and Six Months Ended March 31, 2014 and 2013 (Unaudited)
(In Thousands, except per share data)
|
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | Six Months Ended March 31, |
| 2014 | | 2013 | | 2014 | | 2013 |
Interest and dividend income: | |
| | |
| | |
| | |
|
Loans | $ | 3,949 |
| | $ | 4,364 |
| | $ | 7,927 |
| | $ | 9,060 |
|
Investments - nontaxable | 22 |
| | 6 |
| | 38 |
| | 9 |
|
Investments - taxable | 472 |
| | 306 |
| | 967 |
| | 625 |
|
Interest bearing deposits | 29 |
| | 20 |
| | 66 |
| | 38 |
|
Total interest and dividend income | 4,472 |
| | 4,696 |
| | 8,998 |
| | 9,732 |
|
Interest expense: | |
| | |
| | |
| | |
|
Deposits | 398 |
| | 534 |
| | 822 |
| | 1,135 |
|
Advances from the Federal Home Loan Bank | 1 |
| | — |
| | 1 |
| | — |
|
Notes payable | — |
| | 19 |
| | — |
| | 44 |
|
Total interest expense | 399 |
| | 553 |
| | 823 |
| | 1,179 |
|
Net interest income before provision for loan losses | 4,073 |
| | 4,143 |
| | 8,175 |
| | 8,553 |
|
Provision for loan losses | 200 |
| | 820 |
| | 350 |
| | 1,150 |
|
Net interest income after provision for loan losses | 3,873 |
| | 3,323 |
| | 7,825 |
| | 7,403 |
|
Noninterest income: | |
| | |
| | |
| | |
|
Service fees on deposit accounts | 966 |
| | 974 |
| | 2,031 |
| | 2,143 |
|
Gain on sales of loans, net | 17 |
| | 521 |
| | 64 |
| | 1,473 |
|
Servicing fee income, net of amortization and impairment | 71 |
| | 208 |
| | 318 |
| | 80 |
|
Insurance and securities sales commissions | 99 |
| | 214 |
| | 194 |
| | 437 |
|
Gain on sales of securities | 24 |
| | 13 |
| | 24 |
| | 232 |
|
Loss on sales of branches and other assets | (68 | ) | | — |
| | (68 | ) | | (22 | ) |
Increase in cash surrender value of life insurance | 83 |
| | 105 |
| | 188 |
| | 213 |
|
Rental income from real estate operations | 157 |
| | 148 |
| | 317 |
| | 315 |
|
Other income | 78 |
| | 166 |
| | 117 |
| | 477 |
|
Total noninterest income | 1,427 |
| | 2,349 |
| | 3,185 |
| | 5,348 |
|
Noninterest expenses: | |
| | |
| | |
| | |
|
Salaries and employee benefits | 2,429 |
| | 1,782 |
| | 4,726 |
| | 3,979 |
|
Commissions | 48 |
| | 189 |
| | 99 |
| | 436 |
|
Occupancy | 497 |
| | 465 |
| | 924 |
| | 878 |
|
Furniture and equipment | 129 |
| | 136 |
| | 259 |
| | 262 |
|
Data processing | 853 |
| | 797 |
| | 1,714 |
| | 1,588 |
|
Advertising | 25 |
| | 48 |
| | 92 |
| | 158 |
|
Real estate held for investment | 159 |
| | 157 |
| | 311 |
| | 300 |
|
Net loss from operations and sale of foreclosed real estate | 116 |
| | 245 |
| | 450 |
| | 510 |
|
FDIC insurance premiums | 169 |
| | 178 |
| | 342 |
| | 448 |
|
Valuation loss on real estate held for sale | 1,964 |
| | — |
| | 1,964 |
| | — |
|
Branch realignment | 573 |
| | — |
| | 573 |
| | — |
|
Other expenses | 1,352 |
| | 1,204 |
| | 2,504 |
| | 2,456 |
|
Total noninterest expenses | 8,314 |
| | 5,201 |
| | 13,958 |
| | 11,015 |
|
Income (loss) before income tax expense | (3,014 | ) | | 471 |
| | (2,948 | ) | | 1,736 |
|
Income tax expense (benefit) | (1,215 | ) | | 145 |
| | (1,217 | ) | | 569 |
|
Net income (loss) | $ | (1,799 | ) | | $ | 326 |
| | $ | (1,731 | ) | | $ | 1,167 |
|
Earnings (loss) per share: | |
| | |
| | |
| | |
|
Basic | $ | (0.38 | ) | | — |
| | $ | (0.36 | ) | | — |
|
Diluted | $ | (0.38 | ) | | — |
| | $ | (0.36 | ) | | — |
|
See Notes to Unaudited Consolidated Financial Statements.
Westbury Bancorp, Inc. and Subsidiary
Consolidated Statements of Comprehensive Income (Loss)
Three and Six Months Ended March 31, 2014 and 2013
(Unaudited)
(In Thousands)
|
| | | | | | | | | | | | | | | |
| Three Months Ended March 31, | | Six Months Ended March 31, |
| 2014 | | 2013 | | 2014 | | 2013 |
Net income (loss) | $ | (1,799 | ) | | $ | 326 |
| | $ | (1,731 | ) | | $ | 1,167 |
|
Other comprehensive income (loss), before tax: | |
| | |
| | |
| | |
|
Unrealized gains (losses) on available-for-sale securities | 1,108 |
| | (147 | ) | | 612 |
| | (500 | ) |
Reclassification adjustment for realized gains included in net income | (24 | ) | | (13 | ) | | (24 | ) | | (232 | ) |
Other comprehensive income (loss), before tax | 1,084 |
| | (160 | ) | | 588 |
| | (732 | ) |
Income tax benefit (expense) related to items of other comprehensive income (loss) | (459 | ) | | 63 |
| | (218 | ) | | 287 |
|
Other comprehensive income (loss), net of tax | 625 |
| | (97 | ) | | 370 |
| | (445 | ) |
Comprehensive income (loss) | $ | (1,174 | ) | | $ | 229 |
| | $ | (1,361 | ) | | $ | 722 |
|
See Notes to Unaudited Consolidated Financial Statements.
Westbury Bancorp, Inc. and Subsidiary
Consolidated Statements of Changes in Stockholders’ Equity
Six Months Ended March 31, 2014 and 2013
(Unaudited)
(In Thousands, except share data)
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| Preferred Stock | | Common Stock | | Additional Paid In Capital | | Retained Earnings | | Unearned ESOP Shares | | Accumulated Other Comprehensive Income (Loss) | | Total |
Balance, September 30, 2012 | $ | — |
| | $ | — |
| | $ | — |
| | $ | 45,687 |
| | $ | — |
| | $ | 1,177 |
| | $ | 46,864 |
|
Net income | — |
| | — |
| | — |
| | 1,167 |
| | — |
| | — |
| | 1,167 |
|
Other comprehensive loss, net of tax | — |
| | — |
| | — |
| | — |
| | — |
| | (445 | ) | | (445 | ) |
Balance, March 31, 2013 | $ | — |
| | $ | — |
| | $ | — |
| | $ | 46,854 |
| | $ | — |
| | $ | 732 |
| | $ | 47,586 |
|
| | | | | | | | | | | | | |
Balance, September 30, 2013 | $ | — |
| | $ | 51 |
| | $ | 48,800 |
| | $ | 46,625 |
| | $ | (4,114 | ) | | $ | (760 | ) | | $ | 90,602 |
|
Net loss | — |
| | — |
| | — |
| | (1,731 | ) | | — |
| | — |
| | (1,731 | ) |
Allocation of 20,570 shares by ESOP | — |
| | — |
| | 81 |
| | — |
| | 206 |
| | — |
| | 287 |
|
Commitment to be allocated of 5,142 ESOP shares | | | | | 21 |
| | | | 51 |
| | | | 72 |
|
Other comprehensive income, net of tax | — |
| | — |
| | — |
| | — |
| | — |
| | 370 |
| | 370 |
|
Balance, March 31, 2014 | $ | — |
| | $ | 51 |
| | $ | 48,902 |
| | $ | 44,894 |
| | $ | (3,857 | ) | | $ | (390 | ) | | $ | 89,600 |
|
See Notes to Unaudited Consolidated Financial Statements.
Westbury Bancorp, Inc. and Subsidiary
Consolidated Statements of Cash Flows
Six Months Ended March 31, 2014 and 2013 (Unaudited)
(In Thousands)
|
| | | | | | | |
| Six Months Ended March 31, |
| 2014 | | 2013 |
Cash Flows From Operating Activities | |
| | |
|
Net income (loss) | $ | (1,731 | ) | | $ | 1,167 |
|
Adjustments to reconcile net income (loss) to net cash provided by (used in) operating activities: | |
| | |
|
Provision for loan losses | 350 |
| | 1,150 |
|
Depreciation and amortization | 393 |
| | 406 |
|
Net amortization of securities premiums and discounts | 326 |
| | 293 |
|
Amortization and impairment of mortgage servicing rights | (14 | ) | | 262 |
|
Capitalization of mortgage servicing rights | (1 | ) | | (250 | ) |
Gain on sales of available-for-sale securities | (24 | ) | | (232 | ) |
Loss on sales of branches and other assets | 68 |
| | 22 |
|
Write-down of real estate held-for-sale | 1,964 |
| | — |
|
Branch realignment | 573 |
| | — |
|
(Gain) loss on sale of foreclosed real estate | 150 |
| | (201 | ) |
Write-down of foreclosed real estate | 183 |
| | 355 |
|
Loans originated for sale | (5,188 | ) | | (69,881 | ) |
Proceeds from sale of loans | 5,783 |
| | 72,716 |
|
Gain on sale of loans, net | (64 | ) | | (1,473 | ) |
ESOP compensation expense | 168 |
| | — |
|
Deferred income taxes | (1,191 | ) | | 581 |
|
Increase in cash surrender value of life insurance | (188 | ) | | (213 | ) |
Net change in: | |
| | |
|
Other assets | (312 | ) | | (885 | ) |
Other liabilities and advance payments by borrowers for property taxes and insurance | (5,380 | ) | | 66,671 |
|
Net cash provided by (used in) operating activities | (4,135 | ) | | 70,488 |
|
Cash Flows From Investing Activities | |
| | |
|
Purchases of securities available-for-sale | (9,599 | ) | | (21,261 | ) |
Proceeds from sales of securities available-for-sale | 14,145 |
| | 11,584 |
|
Proceeds from maturities, prepayments, and calls of securities available-for-sale | 5,038 |
| | 6,430 |
|
Depreciation on real estate held for investment | 89 |
| | 110 |
|
Proceeds from sale of real estate held for investment | — |
| | 2,046 |
|
Net (increase) decrease in loans | (14,924 | ) | | 19,555 |
|
Proceeds from sales of office properties and equipment | — |
| | 227 |
|
Purchases of office properties and equipment | (483 | ) | | (42 | ) |
Proceeds from sales of foreclosed real estate | 717 |
| | 1,681 |
|
Net cash provided by (used in) investing activities | (5,017 | ) | | 20,330 |
|
Cash Flows From Financing Activities | |
| | |
|
Net increase (decrease) in deposits | 10,400 |
| | (9,618 | ) |
Net cash provided by (used in) financing activities | 10,400 |
| | (9,618 | ) |
Net increase in cash and cash equivalents | 1,248 |
| | 81,200 |
|
Cash and cash equivalents at beginning | 47,665 |
| | 33,141 |
|
Cash and cash equivalents at end | $ | 48,913 |
| | $ | 114,341 |
|
Supplemental Disclosures of Cash Flow Information | |
| | |
|
Interest paid (including amounts credited to deposits) | $ | 822 |
| | $ | 1,186 |
|
Supplemental Schedules of Noncash Investing Activities | |
| | |
|
Loans receivable transferred to foreclosed real estate | $ | 474 |
| | $ | 1,093 |
|
Real estate held for investment transferred to real estate held for sale | $ | 2,255 |
| | $ | — |
|
Office properties and equipment transferred to real estate held for sale | $ | 2,451 |
| | $ | — |
|
See Notes to Unaudited Consolidated Financial Statements.
Westbury Bancorp, Inc. and Subsidiary
Notes to Unaudited Consolidated Financial Statements
(Dollars in Thousands, except per share data)
Note 1. Basis of Presentation
The accompanying unaudited consolidated financial statements of Westbury Bancorp, Inc. and its wholly-owned subsidiary, Westbury Bank, (the "Bank", and collectively, the “Company”) have been prepared in accordance with U.S. generally accepted accounting principles (“GAAP”) for interim financial information and with the instructions to Form 10-Q and Rule 8-03 of Regulation S-X. Accordingly, certain information and footnote disclosures normally included in financial statements prepared in accordance with GAAP have been condensed or omitted pursuant to such rules and regulations.
The preparation of financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities as of the date of the financial statements and the reported amounts of revenues and expenses during the reporting period. Estimates used in the preparation of the financial statements are based on various factors including the current interest rate environment and the general strength of the local economy. Changes in the overall interest rate environment can significantly affect the Company’s net interest income and the value of its recorded assets and liabilities. Actual results could differ from those estimates used in the preparation of the financial statements. Certain prior period amounts have been reclassified to conform to current period presentation. These reclassifications did not result in any changes to previously reported net income or stockholders’ equity.
In the opinion of management, the accompanying unaudited financial statements contain all adjustments (consisting only of normal recurring accruals) necessary to present fairly the Company’s financial condition as of March 31, 2014 and September 30, 2013 and the results of operations and cash flows for the interim periods ended March, 2014 and 2013. All interim amounts have not been audited, and the results of operations for the interim periods herein are not necessarily indicative of the results of operations to be expected for the year. These financial statements should be read in conjunction with the Company’s audited financial statements and notes thereto for the year ended September 30, 2013 filed as part of Westbury Bancorp, Inc.’s Annual Report on Form 10-K for the year ended September 30, 2013.
Note 2. Plan of Conversion and Reorganization and Change in Corporate Form
On September 5, 2012, the Board of Directors of WBSB Bancorp, MHC (“MHC”) adopted a plan of conversion and reorganization (“Plan”). The Plan was approved by the Board of Governors of the Federal Reserve System. The Plan was approved by the affirmative vote of a majority of the total votes eligible to be cast by the voting members of the MHC at a special meeting held on April 1, 2013. The Plan provided for the reorganization of the MHC from a federally chartered mutual holding company into a stock holding Company and an offering by the Company of shares of its common stock to eligible depositors of the Bank and the public. The Company is incorporated under the laws of the State of Maryland and owns all of the outstanding common stock of the Bank. The reorganization was completed with the sale of 5,091,625 shares on April 9, 2013 and shares of the Company's common stock began trading on April 10, 2013.
In addition, in conjunction with the reorganization in April 2013, the Company contributed a total of $1,000 (consisting of 50,916 shares of common stock and $491 in cash) to a charitable foundation that the Bank has established. The foundation was organized as Westbury Bank Charitable Foundation.
The costs of reorganization and issuing the common stock were deducted from the sales proceeds of the offering. The Company recorded $2,574 in reorganization and stock issuance costs as a direct reduction of stockholders' equity in April 2013.
In accordance with federal regulations, at the time of the reorganization, the Company substantially restricted retained earnings by establishing a liquidation account and the Bank established a parallel liquidation account. The liquidation account will be maintained for the benefit of eligible account holders who continue to maintain their accounts at the Bank after the reorganization. The liquidation account will be reduced annually to the extent that eligible account holders have reduced their qualifying deposits. Subsequent increases will not restore an eligible account holder’s interest in the liquidation account. In the event of a complete liquidation of the Bank, and only in such event, each eligible account holder will be entitled to receive a distribution from the liquidation account in an amount proportionate to the adjusted qualifying account balances then held. The Bank may not pay dividends if those dividends would reduce equity capital below the required liquidation account amount. The reorganization was accounted for as a change in corporate form with the historic basis of the Bank’s assets, liabilities and equity unchanged as a result.
Note 3. Recent Accounting Developments
In July 2013, the FASB issued ASU 2013-11, Income Taxes (Topic 740) - Presentation of an Unrecognized Tax Benefit When a Net Operating Loss Carryforward, a Similar Tax Loss or a Tax Credit Carrryforward Exists. ASU 2013-11 is intended to clarify the presentation of an unrecognized tax benefit when a net operating loss carryforward, a similar tax loss or a tax credit carrryforward exists. This presentation had not been addressed in Topic 740 and there was diversity in reporting practices in those instances. ASU 2013-11 requires an unrecognized tax benefit to be presented as a liability and not netted against a deferred tax asset. ASU 2013-11 is effective for reporting periods beginning after December 15, 2013. Adoption by the Company is not expected to have an impact on the consolidated financial statements and related disclosures.
In January 2014, the FASB issued ASU 2014-04, Receivables (Topic 310) - Troubled Debt Restructurings by Creditors. ASU 2014-04 is intended to reduce diversity by clarifying when an in substance repossession or foreclosure occurs, that is, when a creditor should be considered to have received physical possession of residential real property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. ASU 2014-04 is effective for annual periods beginning after December 15, 2014, and interim periods within annual periods beginning after December 15, 2015. Adoption by the Company is not expected to have a material impact on the consolidated financial statements and related disclosures.
Note 4. Earnings Per Share
Earnings per common share is computed using the two-class method. Basic earnings per common share is computed by dividing net income by the weighted-average number of common shares outstanding, adjusted for weighted average unallocated ESOP shares, during the applicable period. Diluted earnings per share is computed using the weighted-average number of shares determined for the basic earnings per common share computation plus the dilutive effect of stock compensation using the treasury stock method.
The following table presents a reconciliation of the number of shares used in the calculation of basic and diluted earnings (loss) per common share.
|
| | | | | | | | | | | |
| Three Months Ended March 31, | | Six Months Ended March 31, |
| 2014 | | 2013 | | 2014 | | 2013 |
Net loss | $ | (1,799 | ) | | * | | $ | (1,731 | ) | | * |
Basic potential common shares: | |
| | | | | | |
Weighted average shares outstanding | 5,142,541 |
| | * | | 5,142,541 |
| | * |
Weighted average unallocated ESOP shares | (387,405 | ) | | * | | (390,262 | ) | | * |
Basic weighted average shares outstanding | 4,755,136 |
| | * | | 4,752,279 |
| | * |
Dilutive potential common shares | — |
| | * | | — |
| | * |
Diluted weighted average shares outstanding | 4,755,136 |
| | * | | 4,752,279 |
| | * |
Basic loss per share | $ | (0.38 | ) | | * | | $ | (0.36 | ) | | * |
Diluted loss per share | $ | (0.38 | ) | | * | | $ | (0.36 | ) | | * |
________________________
* Earnings per share for the three and six months ended March 31, 2013 is not applicable since the public offering was completed on April 9, 2013.
Note 5. Employee Stock Ownership Plan
The Bank maintains a leveraged employee stock ownership plan (ESOP) that covers all employees meeting certain minimum age and service requirements. The ESOP was established in conjunction with the Company's stock offering completed in April 2013 and operates on a plan year ending December 31. The loan to fund the acquisition of stock by the ESOP was made by the Company. The Bank makes annual contributions to the ESOP equal to the ESOP's debt service. The ESOP shares initially were pledged as collateral for its debt. As the debt is repaid, shares are released from collateral and allocated to active participants, based on the proportion of debt service paid in the year. The Company accounts for its ESOP in accordance with ASC 718-40. Accordingly, because the debt is intercompany, it is eliminated in consolidation for presentation in these statements. The shares pledged as collateral are reported as unearned ESOP shares in the balance sheet. As shares are committed to be released from collateral and allocated to active participants, the Company reports compensation expense equal to the current market price of the shares, and the shares become outstanding for EPS computations. During the three months ended March 31, 2014, 5,142 shares, with an average fair value of $14.08 per share, were committed to be released and allocated to active participants resulting in ESOP compensation expense of $72 for the three months ended March 31, 2014. During the six months ended March 31, 2014, 11,999 shares, with an average fair value of $14.00 per share, were committed to be released and allocated to active participants resulting in ESOP compensation expense of $168 for the six months ended March 31, 2014. No ESOP compensation expense was recorded for the three months and six months ended March 31, 2013.
The ESOP shares as of March 31, 2014 and September 30, 2013 were as follows:
|
| | | | | | | |
| March 31, 2014 | | September 30, 2013 |
|
| |
|
Allocated shares | 20,570 |
| | — |
|
Shares committed to be released and allocated to active participants | 5,142 |
| | 13,713 |
|
Unallocated shares | 385,691 |
| | 397,690 |
|
Total ESOP shares | 411,403 |
| | 411,403 |
|
Fair value of unallocated shares | $ | 5,647 |
| | $ | 5,663 |
|
Note 6. Securities Available-for-Sale
The amortized costs and fair values of securities available-for-sale are summarized as follows:
|
| | | | | | | | | | | | | | | |
| March 31, 2014 |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized (Losses) | | Fair Value |
U.S. Government and agency securities | $ | 7,155 |
| | $ | 1 |
| | $ | (285 | ) | | $ | 6,871 |
|
U.S. Government agency residential mortgage-backed securities | 48,161 |
| | 428 |
| | (518 | ) | | 48,071 |
|
U.S. Government agency collateralized mortgage obligations | 5,185 |
| | 35 |
| | (91 | ) | | 5,129 |
|
Municipal securities | 34,532 |
| | 266 |
| | (483 | ) | | 34,315 |
|
Corporate securities | 2,016 |
| | 7 |
| | (2 | ) | | 2,021 |
|
| $ | 97,049 |
| | $ | 737 |
| | $ | (1,379 | ) | | $ | 96,407 |
|
| September 30, 2013 |
| Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized (Losses) | | Fair Value |
U.S. Government and agency securities | $ | 7,155 |
| | $ | — |
| | $ | (354 | ) | | $ | 6,801 |
|
U.S. Government agency residential mortgage-backed securities | 50,447 |
| | 417 |
| | (660 | ) | | 50,204 |
|
U.S. Government agency collateralized mortgage obligations | 7,931 |
| | 52 |
| | (118 | ) | | 7,865 |
|
Municipal securities | 38,861 |
| | 308 |
| | (877 | ) | | 38,292 |
|
Corporate securities | 2,541 |
| | 2 |
| | — |
| | 2,543 |
|
| $ | 106,935 |
| | $ | 779 |
| | $ | (2,009 | ) | | $ | 105,705 |
|
The amortized cost and fair value of securities available-for-sale, by contractual maturity at March 31, 2014 are shown in the following table. Actual maturities differ from contractual maturities for mortgage-backed securities because the mortgages underlying the securities may be called or repaid without penalty. Therefore, these securities are not presented in the maturity categories in the table below.
|
| | | | | | | |
| March 31, 2014 |
| Amortized Cost | | Fair Value |
Due in one year or less | $ | 2,428 |
| | $ | 2,435 |
|
Due after one year through five years | 18,515 |
| | 18,628 |
|
Due after five years through ten years | 15,556 |
| | 15,235 |
|
Due after ten years | 7,204 |
| | 6,909 |
|
U.S. Government agency collateralized mortgage obligations | 5,185 |
| | 5,129 |
|
U.S. Government agency residential mortgage-backed securities | 48,161 |
| | 48,071 |
|
| $ | 97,049 |
| | $ | 96,407 |
|
Proceeds from sales of securities available-for-sale during the three months ended March 31, 2014 and 2013, were $14,145 and $1,281, respectively. Gross realized gains, during the three months ended March 31, 2014 and 2013, on these sales amounted to $170 and $13, respectively. Gross realized losses on these sales were $146 and $0, during the three months ended March 31, 2014 and 2013, respectively.
Proceeds from sales of securities available-for-sale during the six months ended March 31, 2014 and 2013, were $14,145 and $11,584, respectively. Gross realized gains, during the six months ended March 31, 2014 and 2013, on these sales amounted to $170 and $256, respectively. Gross realized losses on these sales were $146 and $24, during the six months ended March 31, 2014 and 2013, respectively.
There were no securities that were pledged to secure treasury, tax, and loan deposits and other purposes required or permitted by law at March 31, 2014 and September 30, 2013.
Information pertaining to securities with gross unrealized losses, aggregated by investment category and length of time that individual securities have been in a continuous unrealized loss position, are summarized as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | |
| March 31, 2014 |
| Less than 12 Months | | 12 Months or Longer | | Total |
| Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss |
U.S. Government and agency securities | $ | 3,778 |
| | $ | (133 | ) | | $ | 2,848 |
| | $ | (152 | ) | | $ | 6,626 |
| | $ | (285 | ) |
U.S. Government agency residential mortgage-backed securities | 23,492 |
| | (440 | ) | | 3,466 |
| | (78 | ) | | 26,958 |
| | (518 | ) |
U.S. Government agency collateralized mortgage obligations | 1,036 |
| | (26 | ) | | 1,026 |
| | (65 | ) | | 2,062 |
| | (91 | ) |
Municipal securities | 14,293 |
| | (313 | ) | | 3,683 |
| | (170 | ) | | 17,976 |
| | (483 | ) |
Corporate securities | 498 |
| | (2 | ) | | — |
| | — |
| | 498 |
| | (2 | ) |
| $ | 43,097 |
| | $ | (914 | ) | | $ | 11,023 |
| | $ | (465 | ) | | $ | 54,120 |
| | $ | (1,379 | ) |
|
| | | | | | | | | | | | | | | | | | | | | | | |
| September 30, 2013 |
| Less than 12 Months | | 12 Months or Longer | | Total |
| Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss | | Fair Value | | Unrealized Loss |
U.S. Government and agency securities | $ | 6,801 |
| | $ | (354 | ) | | $ | — |
| | $ | — |
| | $ | 6,801 |
| | $ | (354 | ) |
U.S. Government agency residential mortgage-backed securities | 31,192 |
| | (660 | ) | | — |
| | — |
| | 31,192 |
| | (660 | ) |
U.S. Government agency collateralized mortgage obligations | 3,155 |
| | (52 | ) | | 1,153 |
| | (66 | ) | | 4,308 |
| | (118 | ) |
Municipal securities | 24,658 |
| | (785 | ) | | 1,758 |
| | (92 | ) | | 26,416 |
| | (877 | ) |
| $ | 65,806 |
| | $ | (1,851 | ) | | $ | 2,911 |
| | $ | (158 | ) | | $ | 68,717 |
| | $ | (2,009 | ) |
At March 31, 2014, the investment portfolio included 22 securities available-for-sale which had been in an unrealized loss position for more than twelve months and 80 securities available-for-sale which had been in an unrealized loss position for less than twelve months. These securities are considered to be acceptable credit risks. Based upon an evaluation of the available evidence, including recent changes in market rates, credit rating information and information obtained from regulatory filings, management believes the decline in fair value for these securities is temporary. The Company does not have any current requirement to sell and does not intend to sell these securities prior to any anticipated recovery in fair value.
At September 30, 2013, the investment portfolio included 13 securities available-for-sale which had been in an unrealized loss position for greater than twelve months and 148 securities available-for-sale which had been in an unrealized loss position for less than twelve months.
Note 7. Loans
A summary of the balances of loans follows:
|
| | | | | | | |
| March 31, 2014 | | September 30, 2013 |
Real estate: | |
| | |
|
Single family | $ | 131,981 |
| | $ | 132,496 |
|
Multifamily | 54,243 |
| | 47,178 |
|
Commercial real estate | 121,579 |
| | 112,237 |
|
Construction and land development | 12,280 |
| | 10,629 |
|
Total real estate | 320,083 |
| | 302,540 |
|
Commercial business | 23,965 |
| | 25,003 |
|
Consumer: | |
| | |
|
Home equity lines of credit | 11,383 |
| | 13,652 |
|
Education | 4,926 |
| | 5,189 |
|
Other | 617 |
| | 798 |
|
Total consumer | 16,926 |
| | 19,639 |
|
Total loans | 360,974 |
| | 347,182 |
|
Less: | |
| | |
|
Net deferred loan fees | 196 |
| | 136 |
|
Allowance for loan losses | 3,898 |
| | 4,266 |
|
Net loans | $ | 356,880 |
| | $ | 342,780 |
|
The following tables present the contractual aging of the recorded investment in past due loans by class of loans as of March 31, 2014 and September 30, 2013:
|
| | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | Current | | 30-59 Days Past Due | | 60-89 Days Past Due | | Loans Past Due 90 Days or More | | Total |
Single family | | $ | 128,212 |
| | $ | 913 |
| | $ | 172 |
| | $ | 2,684 |
| | $ | 131,981 |
|
Multifamily | | 54,243 |
| | — |
| | — |
| | — |
| | 54,243 |
|
Commercial real estate | | 119,651 |
| | 493 |
| | — |
| | 1,435 |
| | 121,579 |
|
Construction and land development | | 12,274 |
| | — |
| | — |
| | 6 |
| | 12,280 |
|
Commercial business | | 23,854 |
| | 88 |
| | 9 |
| | 14 |
| | 23,965 |
|
Consumer and other: | | |
| | |
| | |
| | |
| | |
|
Home equity lines of credit | | 11,147 |
| | 10 |
| | 110 |
| | 116 |
| | 11,383 |
|
Education | | 4,716 |
| | 58 |
| | 76 |
| | 76 |
| | 4,926 |
|
Other | | 615 |
| | 2 |
| | — |
| | — |
| | 617 |
|
| | $ | 354,712 |
| | $ | 1,564 |
| | $ | 367 |
| | $ | 4,331 |
| | $ | 360,974 |
|
|
| | | | | | | | | | | | | | | | | | | | |
September 30, 2013 | | Current | | 30-59 Days Past Due | | 60-89 Days Past Due | | Loans Past Due 90 Days or More | | Total |
Single family | | $ | 127,631 |
| | $ | 406 |
| | $ | 1,571 |
| | $ | 2,888 |
| | $ | 132,496 |
|
Multifamily | | 47,178 |
| | — |
| | — |
| | — |
| | 47,178 |
|
Commercial real estate | | 105,683 |
| | — |
| | 5,485 |
| | 1,069 |
| | 112,237 |
|
Construction and land development | | 10,437 |
| | — |
| | — |
| | 192 |
| | 10,629 |
|
Commercial business | | 24,976 |
| | 27 |
| | — |
| | — |
| | 25,003 |
|
Consumer and other: | | |
| | |
| | |
| | |
| | |
|
Home equity lines of credit | | 13,180 |
| | 116 |
| | 90 |
| | 266 |
| | 13,652 |
|
Education | | 4,991 |
| | 64 |
| | 26 |
| | 108 |
| | 5,189 |
|
Other | | 791 |
| | 2 |
| | 1 |
| | 4 |
| | 798 |
|
| | $ | 334,867 |
| | $ | 615 |
| | $ | 7,173 |
| | $ | 4,527 |
| | $ | 347,182 |
|
There were no loans past due ninety days or more still accruing interest as of March 31, 2014 and September 30, 2013.
The following table presents the recorded investment in nonaccrual loans by class of loans as of March 31, 2014 and September 30, 2013:
|
| | | | | | | |
| March 31, 2014 | | September 30, 2013 |
Single family | $ | 2,684 |
| | $ | 4,207 |
|
Multifamily | — |
| | 2,638 |
|
Commercial real estate | 1,435 |
| | 1,283 |
|
Construction and land development | 6 |
| | 192 |
|
Commercial business | 23 |
| | — |
|
Consumer and other: | | | |
Home equity lines of credit | 134 |
| | 285 |
|
Education | 152 |
| | 134 |
|
Other | — |
| | 4 |
|
| $ | 4,434 |
| | $ | 8,743 |
|
As part of the on-going monitoring of the credit quality of the Company’s loan portfolio, management categorizes loans into risk categories based on relevant information about the ability of the borrowers to service their debt and comply with various terms of their loan agreements. The Company considers current financial information, historical payment experience, credit documentation, public information and current economic trends. Generally, all sizeable credits receive a financial review no less than annually to monitor and adjust, if necessary, the credit’s risk profile. Credits classified as watch and special mention generally receive a review more frequently than annually.
The Company categorizes loans into the following risk categories based on relevant information about the ability of borrowers to service their debt:
Pass — A pass asset is well protected by the current worth and paying capacity of the obligor (or guarantors, if any) or by the fair value, less costs to acquire and sell in a timely manner, of any underlying collateral.
Watch — A watch asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the Company’s credit position at some future date. Watch assets are not adversely classified and do not expose the Company to sufficient risk to warrant adverse classification.
Special Mention — A special mention asset has characteristics of deterioration in quality exhibited by any number of well-defined weaknesses requiring significant corrective action. The repayment ability of the borrower has not been validated, or has become marginal or weak and the loan may have exhibited some overdue payments or payment extensions and/or renewals.
Substandard — A substandard asset is an asset with a well-defined weakness that jeopardizes repayment in whole or in part, of the debt. These credits are inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged. These assets are characterized by the distinct possibility that the Company will or has sustained some loss of principal and/or interest if the deficiencies are not corrected.
Doubtful — A doubtful asset is an asset that has all the weaknesses inherent in the substandard classification with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions and values, highly questionable and improbable. These credits have a high probability for loss, yet because certain important and reasonably specific pending factors may work toward the strengthening of the asset, its classification of loss is deferred until its more exact status can be determined.
Homogeneous loan types are assessed for credit quality based on the contractual aging status of the loan and payment activity. In certain cases, based upon payment performance, the loan being related with another commercial type loan or for other reasons, a loan may be categorized into one of the risk categories noted above, unless such loan carries private mortgage insurance (PMI). Such assessment is completed at the end of each reporting period.
The following tables present the risk category of loans evaluated by internal asset classification based on the most recent analysis performed and the contractual aging as of March 31, 2014 and September 30, 2013:
|
| | | | | | | | | | | | | | | | | | | | | | | | |
March 31, 2014 | | Pass | | Watch | | Special Mention | | Substandard | | Doubtful | | Total |
Single family | | $ | 126,484 |
| | $ | 1,796 |
| | $ | 120 |
| | $ | 3,581 |
| | $ | — |
| | $ | 131,981 |
|
Multifamily | | 51,031 |
| | — |
| | 452 |
| | 2,760 |
| | — |
| | 54,243 |
|
Commercial real estate | | 110,024 |
| | 7,225 |
| | 1,372 |
| | 2,958 |
| | — |
| | 121,579 |
|
Construction and land development | | 12,274 |
| | — |
| | — |
| | 6 |
| | — |
| | 12,280 |
|
Commercial business | | 21,606 |
| | 1,885 |
| | 361 |
| | 113 |
| | — |
| | 23,965 |
|
Consumer and other: | | |
| | |
| | |
| | |
| | |
| | |
|
Home equity lines of credit | | 11,189 |
| | — |
| | — |
| | 194 |
| | — |
| | 11,383 |
|
Education | | 4,926 |
| | — |
| | — |
| | — |
| | — |
| | 4,926 |
|
Other | | 615 |
| | — |
| | — |
| | 2 |
| | — |
| | 617 |
|
Total | | $ | 338,149 |
| | $ | 10,906 |
| | $ | 2,305 |
| | $ | 9,614 |
| | $ | — |
| | $ | 360,974 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | |
September 30, 2013 | | Pass | | Watch | | Special Mention | | Substandard | | Doubtful | | Total |
Single family | | $ | 127,395 |
| | $ | 454 |
| | $ | 121 |
| | $ | 4,526 |
| | $ | — |
| | $ | 132,496 |
|
Multifamily | | 41,700 |
| | 2,667 |
| | — |
| | 2,811 |
| | — |
| | 47,178 |
|
Commercial real estate | | 93,953 |
| | 13,713 |
| | 2,549 |
| | 2,022 |
| | — |
| | 112,237 |
|
Construction and land development | | 10,438 |
| | — |
| | — |
| | 191 |
| | — |
| | 10,629 |
|
Commercial business | | 21,930 |
| | 2,140 |
| | 928 |
| | 5 |
| | — |
| | 25,003 |
|
Consumer and other: | | |
| | |
| | |
| | |
| | |
| | |
|
Home equity lines of credit | | 13,306 |
| | — |
| | — |
| | 346 |
| | — |
| | 13,652 |
|
Education | | 5,189 |
| | — |
| | — |
| | — |
| | — |
| | 5,189 |
|
Other | | 794 |
| | — |
| | — |
| | 4 |
| | — |
| | 798 |
|
| | $ | 314,705 |
| | $ | 18,974 |
| | $ | 3,598 |
| | $ | 9,905 |
| | $ | — |
| | $ | 347,182 |
|
The following tables provide additional detail of the activity in the allowance for loan losses, by portfolio segment, for the three months ended March 31, 2014 and 2013:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2014 | | Single Family | | Multifamily | | Commercial Real Estate | | Construction and Land Development | | Commercial Business | | Consumer and Other | | Total |
Allowance for loan losses: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Beginning balance | | $ | 1,658 |
| | $ | 138 |
| | $ | 1,493 |
| | $ | 171 |
| | $ | 220 |
| | $ | 63 |
| | $ | 3,743 |
|
Provision for loan losses | | (183 | ) | | (35 | ) | | 253 |
| | 81 |
| | 48 |
| | 36 |
| | 200 |
|
Loans charged-off | | (146 | ) | | — |
| | — |
| | — |
| | — |
| | (1 | ) | | (147 | ) |
Recoveries | | 84 |
| | 4 |
| | 1 |
| | — |
| | 11 |
| | 2 |
| | 102 |
|
Ending balance | | $ | 1,413 |
| | $ | 107 |
| | $ | 1,747 |
| | $ | 252 |
| | $ | 279 |
| | $ | 100 |
| | $ | 3,898 |
|
Period-ended amount allocated for: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Individually evaluated for impairment | | $ | 99 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 60 |
| | $ | 159 |
|
Collectively evaluated for impairment | | 1,314 |
| | 107 |
| | 1,747 |
| | 252 |
| | 279 |
| | 40 |
| | 3,739 |
|
Ending Balance | | $ | 1,413 |
| | $ | 107 |
| | $ | 1,747 |
| | $ | 252 |
| | $ | 279 |
| | $ | 100 |
| | $ | 3,898 |
|
Loans: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Individually evaluated for impairment | | $ | 2,742 |
| | $ | 3,011 |
| | $ | 2,062 |
| | $ | — |
| | $ | — |
| | $ | 177 |
| | $ | 7,992 |
|
Collectively evaluated for impairment | | 129,239 |
| | 51,232 |
| | 119,517 |
| | 12,280 |
| | 23,965 |
| | 16,749 |
| | 352,982 |
|
Ending Balance | | $ | 131,981 |
| | $ | 54,243 |
| | $ | 121,579 |
| | $ | 12,280 |
| | $ | 23,965 |
| | $ | 16,926 |
| | $ | 360,974 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended March 31, 2013 | | Single Family | | Multifamily | | Commercial Real Estate | | Construction and Land Development | | Commercial Business | | Consumer and Other | | Total |
Allowance for loan losses: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Beginning balance | | $ | 1,645 |
| | $ | 585 |
| | $ | 2,752 |
| | $ | 241 |
| | $ | 679 |
| | $ | 66 |
| | $ | 5,968 |
|
Provision for loan losses | | 862 |
| | (84 | ) | | (205 | ) | | 341 |
| | (86 | ) | | (8 | ) | | 820 |
|
Loans charged-off | | (673 | ) | | — |
| | (668 | ) | | (92 | ) | | — |
| | — |
| | (1,433 | ) |
Recoveries | | — |
| | — |
| | 15 |
| | — |
| | 8 |
| | 2 |
| | 25 |
|
Ending balance | | $ | 1,834 |
| | $ | 501 |
| | $ | 1,894 |
| | $ | 490 |
| | $ | 601 |
| | $ | 60 |
| | $ | 5,380 |
|
Period-ended amount allocated for: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Individually evaluated for impairment | | $ | 67 |
| | $ | 185 |
| | $ | 262 |
| | $ | 256 |
| | $ | — |
| | $ | — |
| | $ | 770 |
|
Collectively evaluated for impairment | | 1,767 |
| | 316 |
| | 1,632 |
| | 234 |
| | 601 |
| | 60 |
| | 4,610 |
|
Ending Balance | | $ | 1,834 |
| | $ | 501 |
| | $ | 1,894 |
| | $ | 490 |
| | $ | 601 |
| | $ | 60 |
| | $ | 5,380 |
|
Loans: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Individually evaluated for impairment | | $ | 3,621 |
| | $ | 2,681 |
| | $ | 4,638 |
| | $ | 611 |
| | $ | — |
| | $ | 110 |
| | $ | 11,661 |
|
Collectively evaluated for impairment | | 136,583 |
| | 38,188 |
| | 118,321 |
| | 9,832 |
| | 22,383 |
| | 22,579 |
| | $ | 347,886 |
|
Ending Balance | | $ | 140,204 |
| | $ | 40,869 |
| | $ | 122,959 |
| | $ | 10,443 |
| | $ | 22,383 |
| | $ | 22,689 |
| | $ | 359,547 |
|
The following tables provide additional detail of the activity in the allowance for loan losses, by portfolio segment, for the six months ended March 31, 2014 and 2013:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Six Months Ended March 31, 2014 | | Single Family | | Multifamily | | Commercial Real Estate | | Construction and Land Development | | Commercial Business | | Consumer and Other | | Total |
Allowance for loan losses: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Beginning balance | | $ | 1,873 |
| | $ | 165 |
| | $ | 1,501 |
| | $ | 374 |
| | $ | 211 |
| | $ | 142 |
| | $ | 4,266 |
|
Provision for loan losses | | (117 | ) | | (62 | ) | | 466 |
| | (122 | ) | | 202 |
| | (17 | ) | | 350 |
|
Loans charged-off | | (442 | ) | | — |
| | (232 | ) | | — |
| | (159 | ) | | (28 | ) | | (861 | ) |
Recoveries | | 99 |
| | 4 |
| | 12 |
| | — |
| | 25 |
| | 3 |
| | 143 |
|
Ending balance | | $ | 1,413 |
| | $ | 107 |
| | $ | 1,747 |
| | $ | 252 |
| | $ | 279 |
| | $ | 100 |
| | $ | 3,898 |
|
Period-ended amount allocated for: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Individually evaluated for impairment | | $ | 99 |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 60 |
| | $ | 159 |
|
Collectively evaluated for impairment | | 1,314 |
| | 107 |
| | 1,747 |
| | 252 |
| | 279 |
| | 40 |
| | 3,739 |
|
Ending Balance | | $ | 1,413 |
| | $ | 107 |
| | $ | 1,747 |
| | $ | 252 |
| | $ | 279 |
| | $ | 100 |
| | $ | 3,898 |
|
Loans: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Individually evaluated for impairment | | $ | 2,742 |
| | $ | 3,011 |
| | $ | 2,062 |
| | $ | — |
| | $ | — |
| | $ | 177 |
| | $ | 7,992 |
|
Collectively evaluated for impairment | | 129,239 |
| | 51,232 |
| | 119,517 |
| | 12,280 |
| | 23,965 |
| | 16,749 |
| | 352,982 |
|
Ending Balance | | $ | 131,981 |
| | $ | 54,243 |
| | $ | 121,579 |
| | $ | 12,280 |
| | $ | 23,965 |
| | $ | 16,926 |
| | $ | 360,974 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
Six Months Ended March 31, 2013 | | Single Family | | Multifamily | | Commercial Real Estate | | Construction and Land Development | | Commercial Business | | Consumer and Other | | Total |
Allowance for loan losses: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Beginning balance | | $ | 1,390 |
| | $ | 712 |
| | $ | 3,249 |
| | $ | 293 |
| | $ | 810 |
| | $ | 236 |
| | $ | 6,690 |
|
Provision for loan losses | | 1,622 |
| | (211 | ) | | (374 | ) | | 395 |
| | (131 | ) | | (151 | ) | | 1,150 |
|
Loans charged-off | | (1,178 | ) | | — |
| | (998 | ) | | (198 | ) | | (99 | ) | | (28 | ) | | (2,501 | ) |
Recoveries | | — |
| | — |
| | 17 |
| | — |
| | 21 |
| | 3 |
| | 41 |
|
Ending balance | | $ | 1,834 |
| | $ | 501 |
| | $ | 1,894 |
| | $ | 490 |
| | $ | 601 |
| | $ | 60 |
| | $ | 5,380 |
|
Period-ended amount allocated for: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Individually evaluated for impairment | | $ | 67 |
| | $ | 185 |
| | $ | 262 |
| | $ | 256 |
| | $ | — |
| | $ | — |
| | $ | 770 |
|
Collectively evaluated for impairment | | 1,767 |
| | 316 |
| | 1,632 |
| | 234 |
| | 601 |
| | 60 |
| | 4,610 |
|
Ending Balance | | $ | 1,834 |
| | $ | 501 |
| | $ | 1,894 |
| | $ | 490 |
| | $ | 601 |
| | $ | 60 |
| | $ | 5,380 |
|
Loans: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Individually evaluated for impairment | | $ | 3,621 |
| | $ | 2,681 |
| | $ | 4,638 |
| | $ | 611 |
| | $ | — |
| | $ | 110 |
| | $ | 11,661 |
|
Collectively evaluated for impairment | | 136,583 |
| | 38,188 |
| | 118,321 |
| | 9,832 |
| | 22,383 |
| | 22,579 |
| | $ | 347,886 |
|
Ending Balance | | $ | 140,204 |
| | $ | 40,869 |
| | $ | 122,959 |
| | $ | 10,443 |
| | $ | 22,383 |
| | $ | 22,689 |
| | $ | 359,547 |
|
The following tables present additional detail of impaired loans, segregated by segment, as of and for the three and six month periods ended March 31, 2014 and 2013. The unpaid principal balance represents the recorded balance prior to any partial charge-offs. The recorded investment represents customer balances net of any partial charge-offs recognized on the loans. The interest income recognized column represents all interest income reported on either a cash or accrual basis after the loan became impaired.
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Three months ended | | Six months ended |
March 31, 2014 | | Unpaid Principal Balance | | Recorded Investment | | Allowance for Loan Losses Allocated | | Average Recorded Investment | | Interest Income Recognized | | Average Recorded Investment | | Interest Income Recognized |
With no related allowance recorded: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Single family | | $ | 2,499 |
| | $ | 2,334 |
| | $ | — |
| | $ | 2,467 |
| | $ | 4 |
| | $ | 2,111 |
| | $ | 10 |
|
Multifamily | | 3,366 |
| | 3,011 |
| | — |
| | 3,022 |
| | 36 |
| | 3,706 |
| | 73 |
|
Commercial real estate | | 2,134 |
| | 2,062 |
| | — |
| | 1,966 |
| | 13 |
| | 1,870 |
| | 28 |
|
Construction and land development | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Commercial business | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Consumer and other | | 335 |
| | 117 |
| | — |
| | 118 |
| | — |
| | 127 |
| | — |
|
With an allowance recorded: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Single family | | 1,235 |
| | 408 |
| | 99 |
| | 204 |
| | — |
| | 510 |
| | — |
|
Multifamily | | — |
| | — |
| | — |
| | 85 |
| | — |
| | 114 |
| | — |
|
Commercial real estate | | — |
| | — |
| | — |
| | 99 |
| | — |
| | 126 |
| | — |
|
Construction and land development | | — |
| | — |
| | — |
| | — |
| | — |
| | 64 |
| | — |
|
Commercial business | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Consumer and other | | 60 |
| | 60 |
| | 60 |
| | 60 |
| | 1 |
| | 60 |
| | 2 |
|
| | $ | 9,629 |
| | $ | 7,992 |
| | $ | 159 |
| | $ | 8,021 |
| | $ | 54 |
| | $ | 8,688 |
| | $ | 113 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | Three months ended | | Six months ended |
March 31, 2013 | | Unpaid Principal Balance | | Recorded Investment | | Allowance for Loan Losses Allocated | | Average Recorded Investment | | Interest Income Recognized | | Average Recorded Investment | | Interest Income Recognized |
With no related allowance recorded: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Single family | | $ | 3,866 |
| | $ | 3,122 |
| | $ | — |
| | $ | 1,742 |
| | $ | 33 |
| | $ | 2,700 |
| | $ | 41 |
|
Multifamily | | 2,062 |
| | 1,773 |
| | — |
| | 1,879 |
| | — |
| | 2,733 |
| | — |
|
Commercial real estate | | 2,310 |
| | 2,306 |
| | — |
| | 2,652 |
| | 18 |
| | 3,370 |
| | 75 |
|
Construction and land development | | 194 |
| | 194 |
| | — |
| | 97 |
| | 5 |
| | 322 |
| | 11 |
|
Commercial business | | — |
| | — |
| | — |
| | 179 |
| | — |
| | 186 |
| | — |
|
Consumer and other | | 192 |
| | 110 |
| | — |
| | 55 |
| | 1 |
| | 66 |
| | 1 |
|
With an allowance recorded: | | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Single family | | 504 |
| | 499 |
| | 67 |
| | 1,784 |
| | 12 |
| | 1,204 |
| | 18 |
|
Multifamily | | 978 |
| | 908 |
| | 185 |
| | 1,220 |
| | — |
| | 947 |
| | — |
|
Commercial real estate | | 2,631 |
| | 2,332 |
| | 262 |
| | 2,830 |
| | 37 |
| | 2,809 |
| | 56 |
|
Construction and land development | | 417 |
| | 417 |
| | 256 |
| | 209 |
| | 8 |
| | 105 |
| | 8 |
|
Commercial business | | — |
| | — |
| | — |
| | 308 |
| | — |
| | 918 |
| | — |
|
Consumer and other | | — |
| | — |
| | — |
| | 77 |
| | — |
| | 39 |
| | — |
|
| | $ | 13,154 |
| | $ | 11,661 |
| | $ | 770 |
| | $ | 13,032 |
| | $ | 114 |
| | $ | 15,399 |
| | $ | 210 |
|
The following is a summary of troubled debt restructured loans (TDRs) at March 31, 2014 and September 30, 2013:
|
| | | | | | | |
| March 31, 2014 | | September 30, 2013 |
Troubled debt restructurings - accrual | $ | 3,818 |
| | $ | 3,166 |
|
Troubled debt restructurings - nonaccrual | 1,961 |
| | 5,385 |
|
| $ | 5,779 |
| | $ | 8,551 |
|
Modifications of loan terms in a TDR are generally in the form of an extension of payment terms or lowering of the interest rate, although occasionally the Company has reduced the outstanding principal balance.
The following tables presents information related to loans modified in a TDR, by class, during the three months ended March 31, 2014 and 2013:
|
| | | | | | | | | | | | | | |
| Three Months Ended March 31, 2014 |
| | | Unpaid Principal Balance (at End of Period) | | Balance in the ALLL |
| Number of Modifications | | | Prior to Modification | | At Period End |
Single family | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
Multifamily | — |
| | — |
| | — |
| | — |
|
Commercial real estate | — |
| | — |
| | — |
| | — |
|
Construction and land development | — |
| | — |
| | — |
| | — |
|
Commercial business | — |
| | — |
| | — |
| | — |
|
Consumer and other: | |
| | |
| | |
| | |
|
Home equity lines of credit | — |
| | — |
| | — |
| | — |
|
Education | — |
| | — |
| | — |
| | — |
|
Other | — |
| | — |
| | — |
| | — |
|
| — |
| | $ | — |
| | $ | — |
| | $ | — |
|
|
| | | | | | | | | | | | | | |
| Three Months Ended March 31, 2013 |
| | | Unpaid Principal Balance (at End of Period) | | Balance in the ALLL |
| Number of Modifications | | | Prior to Modification | | At Period End |
Single family | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
Multifamily | 1 |
| | 425 |
| | — |
| | — |
|
Commercial real estate | 1 |
| | 162 |
| | — |
| | — |
|
Construction and land development | — |
| | — |
| | — |
| | — |
|
Commercial business | — |
| | — |
| | — |
| | — |
|
Consumer and other: | |
| | |
| | |
| | |
|
Home equity lines of credit | — |
| | — |
| | — |
| | — |
|
Education | — |
| | — |
| | — |
| | — |
|
Other | — |
| | — |
| | — |
| | — |
|
| 2 |
| | $ | 587 |
| | $ | — |
| | $ | — |
|
The following tables presents information related to loans modified in a TDR, by class, during the six months ended March 31, 2014 and 2013:
|
| | | | | | | | | | | | | | |
| Six Months Ended March 31, 2014 |
| | | Unpaid Principal Balance (at End of Period) | | Balance in the ALLL |
| Number of Modifications | | | Prior to Modification | | At Period End |
Single family | 1 |
| | $ | 88 |
| | $ | — |
| | $ | — |
|
Multifamily | — |
| | — |
| | — |
| | — |
|
Commercial real estate | — |
| | — |
| | — |
| | — |
|
Construction and land development | — |
| | — |
| | — |
| | — |
|
Commercial business | — |
| | — |
| | — |
| | — |
|
Consumer and other: | |
| | |
| | |
| | |
|
Home equity lines of credit | — |
| | — |
| | — |
| | — |
|
Education | — |
| | — |
| | — |
| | — |
|
Other | — |
| | — |
| | — |
| | — |
|
| 1 |
| | $ | 88 |
| | $ | — |
| | $ | — |
|
|
| | | | | | | | | | | | | | |
| Six Months Ended March 31, 2013 |
| | | Unpaid Principal Balance (at End of Period) | | Balance in the ALLL |
| Number of Modifications | | | Prior to Modification | | At Period End |
Single family | 1 |
| | $ | 123 |
| | $ | — |
| | $ | — |
|
Multifamily | 1 |
| | 425 |
| | — |
| | — |
|
Commercial real estate | 4 |
| | 970 |
| | — |
| | — |
|
Construction and land development | — |
| | — |
| | — |
| | — |
|
Commercial business | — |
| | — |
| | — |
| | — |
|
Consumer and other: | |
| | |
| | |
| | |
|
Home equity lines of credit | — |
| | — |
| | — |
| | — |
|
Education | — |
| | — |
| | — |
| | — |
|
Other | — |
| | — |
| | — |
| | — |
|
| 6 |
| | $ | 1,518 |
| | $ | — |
| | $ | — |
|
The following table presents a summary of loans modified in a TDR during the three months ended March 31, 2014 and 2013 by class and by type of modification:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Principal and Interest to Interest Only | | Interest Rate Reduction | | Adjusted Amortization Period | | Reduced Principal Balance | | | | |
Three Months Ended March 31, 2014 | | | To Below Market Rate | | To Interest Only | | | | Other (1) | | Total |
Single family | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
Multifamily | | — |
| | — |
| | — |
| | — |
| | — |
| | |
| | — |
|
Commercial real estate | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Construction and land development | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Commercial business | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Consumer and other: | | |
| | |
| | |
| | |
| | |
| | 0 |
| | 0 |
|
Home equity lines of credit | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Education | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Other | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Principal and Interest to Interest Only | | Interest Rate Reduction | | Adjusted Amortization Period | | Reduced Principal Balance | | | | |
Three Months Ended March 31, 2013 | | | To Below Market Rate | | To Interest Only | | | | Other (1) | | Total |
Single family | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
|
Multifamily | | — |
| | — |
| | — |
| | 425 |
| | — |
| | — |
| | 425 |
|
Commercial real estate | | — |
| | — |
| | — |
| | 162 |
| | — |
| | — |
| | 162 |
|
Construction and land development | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Commercial business | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Consumer and other: | | |
| | |
| | |
| | |
| | |
| | |
| | — |
|
Home equity lines of credit | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Education | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Other | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 587 |
| | $ | — |
| | $ | — |
| | $ | 587 |
|
___________________________________________________________
(1) Other modifications primarily include capitalization of property taxes.
The following table presents a summary of loans modified in a TDR during the six months ended March 31, 2014 and 2013 by class and by type of modification:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Principal and Interest to Interest Only | | Interest Rate Reduction | | Adjusted Amortization Period | | Reduced Principal Balance | | | | |
Six Months Ended March 31, 2014 | | | To Below Market Rate | | To Interest Only | | | | Other (1) | | Total |
Single family | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 88 |
| | $ | 88 |
|
Multifamily | | — |
| | — |
| | — |
| | — |
| | — |
| | |
| | — |
|
Commercial real estate | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Construction and land development | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Commercial business | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Consumer and other: | | |
| | |
| | |
| | |
| | |
| | 0 |
| | 0 |
|
Home equity lines of credit | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Education | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Other | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 88 |
| | $ | 88 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | | | | | | |
| | Principal and Interest to Interest Only | | Interest Rate Reduction | | Adjusted Amortization Period | | Reduced Principal Balance | | | | |
Six Months Ended March 31, 2013 | | | To Below Market Rate | | To Interest Only | | | | Other (1) | | Total |
Single family | | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | — |
| | $ | 123 |
| | $ | 123 |
|
Multifamily | | — |
| | — |
| | — |
| | 425 |
| | — |
| | — |
| | 425 |
|
Commercial real estate | | 184 |
| | — |
| | — |
| | 162 |
| | — |
| | 624 |
| | 970 |
|
Construction and land development | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Commercial business | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Consumer and other: | | |
| | |
| | |
| | |
| | |
| | |
| | |
Home equity lines of credit | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Education | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Other | | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
| | $ | 184 |
| | $ | — |
| | $ | — |
| | $ | 587 |
| | $ | — |
| | $ | 747 |
| | $ | 1,518 |
|
___________________________________________________________
(1) Other modifications primarily include capitalization of property taxes.
There were no re-defaults of TDR that occurred during the three months or six months ended March 31, 2014 and 2013.
Certain of the Bank’s officers, employees, directors, and their associates are loan customers of the Bank. As of March 31, 2014 and September 30, 2013, loans of approximately $5,580 and $5,563, respectively, were outstanding to such parties. These loans were made on substantially the same terms as those prevailing for comparable transactions with other persons and do not involve more than the normal risk of collectability.
Note 8. Real Estate Held for Sale and Branch Closings
The Company has designated two office properties as available for sale at March 31, 2014. One housed a branch office which will close in May 2014. The property was designated as held for sale and transferred from real estate held for investment at its fair value of $810. The previous carrying value was $2,255. The second property, an administrative facility, was transferred from office properties and equipment to real estate held for sale at its fair value of $1,932. The previous carrying value was $2,451. The net loss of $1,964 is reported as valuation loss on real estate held for sale in the statement of operations for the three and six months ended March 31, 2014.
In addition, the Company announced the closing of a second branch office during the three months ended March 31, 2014. This branch was operated in a leased facility. The expense of the lease buyout, write-off of undepreciated leasehold improvements and severance pay was $573 and is reported as branch realignment expense in the statement of operations for the three and six months ended March 31, 2014.
Note 9. Deposits
The following table presents the composition of deposits as of:
|
| | | | | | | | | | | | | |
| March 31, 2014 | | September 30, 2013 |
| Amount | | Percent | | Amount | | Percent |
Negotiable order for withdrawal accounts: | |
| | |
| | |
| | |
|
Noninterest bearing | $ | 74,954 |
| | 16.61 | % | | $ | 72,331 |
| | 16.40 | % |
Interest bearing | 141,913 |
| | 31.44 | % | | 140,204 |
| | 31.80 | % |
| 216,867 |
| | 48.05 | % | | 212,535 |
| | 48.20 | % |
Passbook and Statement Savings | 123,070 |
| | 27.26 | % | | 116,986 |
| | 26.53 | % |
Variable Rate Money Market Accounts | 19,453 |
| | 4.31 | % | | 21,750 |
| | 4.93 | % |
Certificates of Deposit | 91,988 |
| | 20.38 | % | | 89,707 |
| | 20.34 | % |
| $ | 451,378 |
| | 100.00 | % | | $ | 440,978 |
| | 100.00 | % |
Certificates of deposit over one hundred thousand dollars totaled $28,483 and $22,013 as of March 31, 2014 and September 30, 2013, respectively.
Note 10. Regulatory Capital
The Bank is subject to various regulatory capital requirements administered by federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory, and possibly additional discretionary, actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance-sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors. Prompt corrective action provisions are not applicable to bank holdings companies.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier 1 capital (as defined in the regulations) to risk-weighted assets (as defined), and Tier 1 capital (as defined) to average assets (as defined). As of March 31, 2014 and September 30, 2013, the Bank is well capitalized under prompt corrective action regulation.
The Bank’s actual capital amounts and ratios and those required by the above regulatory standards are as follows:
|
| | | | | | | | | | | | | | | | | | | | |
At March 31, 2014 | Actual | | For Capital Adequacy Purposes | | To Be Well Capitalized Under Prompt Corrective Action Provisions |
| Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
Total capital (to risk-weighted assets) Westbury Bank | $ | 64,071 |
| | 17.98 | % | | $ | 28,508 |
| | 8.00 | % | | $ | 35,635 |
| | 10.00 | % |
Tier 1 capital (to risk-weighted assets) Westbury Bank | 60,173 |
| | 16.88 | % | | 14,259 |
| | 4.00 | % | | 21,389 |
| | 6.00 | % |
Tier 1 capital (to adjusted total assets) Westbury Bank | 60,173 |
| | 11.52 | % | | 20,893 |
| | 4.00 | % | | 26,117 |
| | 5.00 | % |
|
| | | | | | | | | | | | | | | | | | | | |
At September 30, 2013 | Actual | | For Capital Adequacy Purposes | | To Be Well Capitalized Under Prompt Corrective Action Provisions |
| Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio |
Total capital (to risk-weighted assets) Westbury Bank | $ | 66,521 |
| | 18.85 | % | | $ | 28,231 |
| | 8.00 | % | | $ | 35,289 |
| | 10.00 | % |
Tier 1 capital (to risk-weighted assets) Westbury Bank | 62,255 |
| | 17.64 | % | | 14,116 |
| | 4.00 | % | | 21,173 |
| | 6.00 | % |
Tier 1 capital (to adjusted total assets) Westbury Bank | 62,255 |
| | 12.01 | % | | 20,728 |
| | 4.00 | % | | 25,910 |
| | 5.00 | % |
The following table reconciles the Bank’s stockholders’ equity to regulatory capital as of March 31, 2014 and September 30, 2013:
|
| | | | | | | |
| March 31, 2014 | | September 30, 2013 |
Stockholders’ equity of the Bank | $ | 66,594 |
| | $ | 67,438 |
|
Less: Disallowed servicing assets | (185 | ) | | (183 | ) |
Unrealized loss on securities | 381 |
| | 696 |
|
Disallowed investment in subsidiary | (3,296 | ) | | (3,296 | ) |
Disallowed deferred tax assets | (3,321 | ) | | (2,400 | ) |
Tier 1 capital and tangible capital | 60,173 |
| | 62,255 |
|
Plus: Allowable general valuation allowances | 3,898 |
| | 4,266 |
|
Risk-based capital | $ | 64,071 |
| | $ | 66,521 |
|
Note 11. Commitments
Financial Instruments with Off-Balance Sheet Risk
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 include commitments to extend credit and involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The contractual amounts of those instruments reflect the extent of involvement the Company has in particular classes of financial instruments.
The Company’s exposure to credit loss in the event of nonperformance by the other party to the financial instruments for commitments to extend credit is represented by the contractual 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.
The following instruments were outstanding whose contract amounts represent credit risk:
|
| | | | | | | |
| March 31, 2014 | | September 30, 2013 |
Commitments to extend mortgage credit: | |
| | |
|
Fixed rate | $ | 217 |
| | $ | 372 |
|
Adjustable rate | 197 |
| | 971 |
|
Unused commercial loan and home equity lines of credit | 58,136 |
| | 51,755 |
|
Standby letters of credit | 265 |
| | 140 |
|
Commitment to sell loans | 497 |
| | 1,028 |
|
Commitments to extend credit are agreements to lend funds to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. As some such commitments expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The Company generally extends credit only on a secured basis. Collateral obtained varies but consists primarily of single family residences.
Unfunded commitments under lines of credit are commitments for possible future extensions of credit to existing customers. These lines of credit may be uncollateralized and ultimately may not be drawn upon to the total extent to which the Company is committed.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Those letters of credit are primarily issued to support public and private borrowing arrangements, and, generally, have terms of one year or less. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company holds collateral supporting those commitments if deemed necessary. In the event the customer does not perform in accordance with the terms of the agreement with the third party, the Company would be required to fund the commitment. The maximum potential amount of future payments the Company could be required to make is represented by the contractual amount shown in the summary above. If the commitment is funded, the Company would be entitled to seek recovery from the customer. At March 31, 2014 and September 30, 2013, no amounts have been recorded as liabilities for the Company’s potential obligations under these guarantees.
Commitments to sell loans are commitments to sell single family mortgage loans to investors on the secondary market.
Note 12. Fair Value Measurements
ASC Topic 820, Fair Value Measurements and Disclosures, defines fair value as the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants. ASC Topic 820 requires the use of valuation techniques that are consistent with the market approach, the income approach and/or the cost approach. Inputs to valuation techniques refer to the assumptions that market participants would use in pricing the asset or liability. Inputs may be observable, meaning those that reflect the assumptions market participants would use in pricing the asset or liability developed based on market data obtained from independent sources, or unobservable, meaning those that reflect the reporting entity’s own assumptions about the assumptions market participants would use in pricing the asset or liability developed based on the best information available in the circumstances. In that regard, ASC Topic 820 establishes a fair value hierarchy for valuation inputs that gives the highest priority to quoted prices in active markets for identical assets or liabilities and the lowest priority to unobservable inputs. The fair value hierarchy is as follows:
Level 1: Quoted prices (unadjusted) for identical assets or liabilities in active markets that the entity has the ability to access as of the measurement date.
Level 2: Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities, quoted prices in markets that are not active, or other inputs that are observable or can be corroborated by observable market data.
Level 3: Significant unobservable inputs that reflect a reporting entity’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
A description of the valuation methodologies used for instruments measured at fair value, as well as the general classification of such instruments pursuant to the valuation hierarchy, is set forth below.
Securities available-for-sale: The fair value of the Company’s securities available-for-sale is determined using Level 2 inputs, which are derived from readily available pricing sources and third-party pricing services for comparable instruments. The fair value measurements consider observable data that may include dealer quotes, market spreads, cash flows, treasury yield curves, trading levels, credit information and credit terms, among other factors. In certain cases where Level 1 or Level 2 are not available, securities are classified within Level 3 of the hierarchy.
Derivatives: The fair values of the Company’s embedded derivatives related to certain certificates of deposit are determined using inputs that are observable or that can be corroborated by observable market data (such as the S&P 500 Index and the 10- year U.S. Treasury rate) and, therefore, are classified within Level 2 of the valuation hierarchy.
Assets and liabilities recorded at fair value on a recurring basis: The following table summarizes assets measured at fair value on a recurring basis, segregated by the level of the valuation inputs within the fair value hierarchy utilized to measure fair value as of:
|
| | | | | | | | | | | | | | | | |
| | | | Fair Value Measurements |
March 31, 2014 | | Total | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Other Unobservable Inputs (Level 3) |
Assets | | |
| | |
| | |
| | |
|
Securities available-for-sale | | |
| | |
| | |
| | |
|
U.S. Government and agency securities | | $ | 6,871 |
| | $ | — |
| | $ | 6,871 |
| | $ | — |
|
U.S. Government agency residential mortgage-backed securities | | 48,071 |
| | — |
| | 48,071 |
| | — |
|
U.S. Government agency collateralized mortgage obligations | | 5,129 |
| | — |
| | 5,129 |
| | — |
|
Municipal securities | | 34,315 |
| | | | 34,315 |
| | |
Corporate Bonds | | 2,021 |
| | — |
| | 2,021 |
| | — |
|
Total securities available-for-sale | | $ | 96,407 |
| | $ | — |
| | $ | 96,407 |
| | $ | — |
|
Derivatives | | $ | 391 |
| | $ | — |
| | $ | 391 |
| | $ | — |
|
Liabilities | | | | |
| | | | |
|
Derivatives | | $ | 391 |
| | $ | — |
| | $ | 391 |
| | $ | — |
|
|
| | | | | | | | | | | | | | | | |
| | | | Fair Value Measurements |
September 30, 2013 | | Total | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Other Unobservable Inputs (Level 3) |
Assets | | |
| | |
| | |
| | |
|
Securities available-for-sale | | |
| | |
| | |
| | |
|
U.S. Government and agency securities | | $ | 6,801 |
| | $ | — |
| | $ | 6,801 |
| | $ | — |
|
U.S. Government agency residential mortgage-backed securities | | 50,204 |
| | — |
| | 50,204 |
| | — |
|
U.S. Government agency collateralized mortgage obligations | | 7,865 |
| | — |
| | 7,865 |
| | — |
|
Municipal securities | | 38,292 |
| | | | 38,292 |
| | |
Corporate Bonds | | 2,543 |
| | — |
| | 2,543 |
| | — |
|
Total securities available-for-sale | | $ | 105,705 |
| | $ | — |
| | $ | 105,705 |
| | $ | — |
|
Derivatives | | $ | 408 |
| | $ | — |
| | $ | 408 |
| | $ | — |
|
Liabilities | | |
| | |
| | |
| | |
|
Derivatives | | $ | 408 |
| | $ | — |
| | $ | 408 |
| | $ | — |
|
The Company did not have any transfers between Level 1, Level 2, and Level 3 of the fair value hierarchy during the six months ended March 31, 2014. The Company’s policy for determining transfers between levels occurs at the end of the reporting period when circumstances in the underlying valuation criteria change and result in a transfer between levels.
Assets recorded at fair value on a nonrecurring basis: The Company may be required, from time to time, to measure certain instruments at fair value on a nonrecurring basis in accordance with U.S. generally accepted accounting principles.
Impaired loans: The Company does not record loans at fair value on a recurring basis. The specific reserves for collateral-dependent impaired loans are based on the fair value of the collateral less estimated costs to sell. The fair value of collateral is determined based on appraisals. In some cases, adjustments were made to the appraised values due to various factors including age of the appraisal, age of comparables included in the appraisal, and known changes in the market and in the collateral. When significant adjustments were based on unobservable inputs, the resulting fair value measurement has been categorized as a Level 3 measurement. Impaired loans with a carrying amount of $468 and $1,726 have a valuation allowance of $159 and $537 included in the allowance for loan losses to reflect their fair value as of March 31, 2014 and September 30, 2013, respectively.
Foreclosed real estate: The Company does not record foreclosed real estate owned at a fair value on a recurring basis. The fair value of foreclosed real estate was determined using Level 3 inputs based on appraisals or broker pricing opinions. In some cases, adjustments were made to these values due to various factors including the age of the appraisal, age of comparables included in the appraisal, and known changes in the market and in collateral. Foreclosed real estate is measured at fair value less estimated costs to sell at the date of foreclosure. Subsequent to foreclosure, additional writedowns may be recorded based on changes to the fair value of the assets.
Mortgage servicing rights: Mortgage servicing rights (MSRs) do not trade in an active, open market with readily observable prices. While sales of MSRs do occur, the precise terms and conditions typically are not readily available. Accordingly, the Company estimates the fair value of MSRs using discounted cash flow models incorporating numerous assumptions from the perspective of market participants including servicing income, servicing costs, market discount rates, prepayments speeds, and default rates. Due to the nature of the valuation inputs, MSRs are classified within Level 3 of the valuation hierarchy. As of March 31, 2014, mortgage servicing rights with a carrying amount of $2,006 have a valuation allowance of $160 to reflect their fair value of $1,846. As of September 30, 2013, mortgage servicing rights with a carrying amount of $2,152 have a valuation allowance of $321 to reflect their fair value of $1,831.
Real estate held for sale: The Company does not record real estate held for sale at a fair value on a recurring basis. The fair value of real estate held for sale was determined using Level 3 inputs based on appraisals or broker pricing opinions. In some cases, adjustments were made to these values due to various factors including the age of the appraisal, age of comparables included in the appraisal, and known changes in the market. Real estate held for sale is measured at fair value less estimated costs to sell at the time of transfer. Subsequent to transfer, additional writedowns may be recorded based on changes to the fair value of the assets.
|
| | | | | | | | | | | | | | | | |
| | | | Fair Value Measurements |
March 31, 2014 | | Total | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Other Unobservable Inputs (Level 3) |
Assets | | |
| | |
| | |
| | |
|
Impaired loans | | $ | 309 |
| | $ | — |
| | $ | — |
| | $ | 309 |
|
Foreclosed real estate | | 1,114 |
| | — |
| | — |
| | 1,114 |
|
Mortgage servicing rights | | 1,846 |
| | — |
| | — |
| | 1,846 |
|
Real estate held for sale | | 2,742 |
| | — |
| | — |
| | 2,742 |
|
|
| | | | | | | | | | | | | | | | |
| | | | Fair Value Measurements |
September 30, 2013 | | Total | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Other Unobservable Inputs (Level 3) |
Assets | | |
| | |
| | |
| | |
|
Impaired loans | | $ | 1,189 |
| | $ | — |
| | $ | — |
| | $ | 1,189 |
|
Foreclosed real estate | | 1,690 |
| | — |
| | — |
| | 1,690 |
|
Mortgage servicing rights | | 1,831 |
| | — |
| | — |
| | 1,831 |
|
Disclosure of fair value information about financial instruments, for which it is practicable to estimate that value, is required whether or not recognized in the consolidated balance sheets. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be substantiated by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instruments. Certain financial instruments with a fair value that is not practicable to estimate and all non-financial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not necessarily represent the underlying value of the Company for assets and liabilities not previously described. The Company, in estimating its fair value disclosures for financial instruments not described above, used the following methods and assumptions:
Cash and cash equivalents: The carrying amounts of cash and cash equivalents reported in the consolidated balance sheets approximate those assets’ fair values.
Loans: For variable-rate mortgage loans that re-price frequently and with no significant change in credit risk, fair values are based on carrying values. The fair values for fixed rate residential mortgage loans are based on quoted market prices for similar loans sold in conjunction with sale transactions, adjusted for differences in loan characteristics. The fair values for commercial real estate loans, rental property mortgage loans, and consumer and other loans are estimated using discounted cash flow analyses and using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality.
Loans held for sale: Fair value of loans held for sale are based on commitments on hand from investors or prevailing market prices.
Federal Home Loan Bank stock: The carrying amount of FHLB stock approximates its fair value based on the redemption provisions of the FHLB.
Accrued interest receivable and payable: The carrying amounts of accrued interest receivable and payable approximate their fair values.
Deposits: The fair value disclosed for interest-bearing and non-interest-bearing checking accounts, savings accounts, and money market accounts are equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The fair values of fixed rate certificates of deposit are estimated using a discounted cash flow calculation that applies interest rates currently being offered on certificates to a schedule of aggregated expected monthly maturities of the outstanding certificates of deposit.
Advances from the Federal Home Loan Bank and notes payable: The fair values of FHLB advances and notes payable are estimated using discounted cash flow analyses, based on the Company’s current incremental borrowing rates for similar types of borrowing arrangements.
Advance payments by borrowers for property taxes and insurance: The carrying amounts of the advance payments by borrowers for property taxes and insurance approximate their fair values.
Mortgage banking derivatives: The fair value of commitments to originate mortgage loans held for sale is estimated by comparing the Company’s cost to acquire mortgages and the current price for similar mortgage loans, taking into account the terms of the commitments and the credit worthiness of the counterparties. The fair value of forward commitments to sell residential mortgage loans is the estimated amount that the Bank would receive or pay to terminate the forward delivery contract at the reporting date based on market prices for similar financial instruments. The fair value of these derivative financial instruments was not material at March 31, 2014 and September 30, 2013.
The estimated fair values and related carrying amounts of the Company’s financial instruments are as follows:
|
| | | | | | | | | | | | | | | | | | | |
| March 31, 2014 |
| Carrying Amount | | Estimated Fair Value | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Other Unobservable Inputs (Level 3) |
Financial assets: | |
| | |
| | |
| | |
| | |
|
Cash and cash equivalents | $ | 48,913 |
| | $ | 48,913 |
| | $ | 48,913 |
| | $ | — |
| | $ | — |
|
Securities | 96,407 |
| | 96,407 |
| | — |
| | 96,407 |
| | — |
|
Loans, net | 356,880 |
| | 357,028 |
| | — |
| | — |
| | 357,028 |
|
Loans held for sale, net | 497 |
| | 497 |
| | — |
| | 497 |
| | — |
|
Federal Home Loan Bank stock | 2,670 |
| | 2,670 |
| | — |
| | — |
| | 2,670 |
|
Mortgage servicing rights | 1,846 |
| | 1,846 |
| | — |
| | — |
| | 1,846 |
|
Accrued interest receivable | 1,798 |
| | 1,798 |
| | 1,798 |
| | — |
| | — |
|
Derivative asset | 391 |
| | 391 |
| | — |
| | 391 |
| | — |
|
Financial liabilities: | |
| | |
| | |
| | |
| | |
|
Deposits | 451,378 |
| | 451,340 |
| | 74,954 |
| | — |
| | 376,386 |
|
Notes payable | — |
| | — |
| | — |
| | — |
| | — |
|
Advance payments by borrowers for property taxes and insurance | 1,891 |
| | 1,891 |
| | 1,891 |
| | — |
| | — |
|
Accrued interest payable | 30 |
| | 30 |
| | 30 |
| | — |
| | — |
|
Derivative liability | 391 |
| | 391 |
| | — |
| | 391 |
| | — |
|
|
| | | | | | | | | | | | | | | | | | | |
| September 30, 2013 |
| Carrying Amount | | Estimated Fair Value | | Quoted Prices in Active Markets for Identical Assets (Level 1) | | Significant Other Observable Inputs (Level 2) | | Significant Other Unobservable Inputs (Level 3) |
Financial assets: | |
| | |
| | |
| | |
| | |
|
Cash and cash equivalents | $ | 47,665 |
| | $ | 47,665 |
| | $ | 47,665 |
| | $ | — |
| | $ | — |
|
Securities | 105,705 |
| | 105,705 |
| | — |
| | 105,705 |
| | — |
|
Loans, net | 342,780 |
| | 344,696 |
| | — |
| | — |
| | 344,696 |
|
Loans held for sale, net | 1,028 |
| | 1,028 |
| | — |
| | 1,028 |
| | — |
|
Federal Home Loan Bank stock | 2,670 |
| | 2,670 |
| | — |
| | — |
| | 2,670 |
|
Mortgage servicing rights | 1,831 |
| | 1,831 |
| | — |
| | — |
| | 1,831 |
|
Accrued interest receivable | 1,847 |
| | 1,847 |
| | 1,847 |
| | — |
| | — |
|
Derivative asset | 408 |
| | 408 |
| | — |
| | 408 |
| | — |
|
Financial liabilities: | |
| | |
| | |
| | |
| | |
|
Deposits | 440,978 |
| | 436,732 |
| | 72,331 |
| | — |
| | 364,401 |
|
Notes payable | — |
| | — |
| | — |
| | — |
| | — |
|
Advance payments by borrowers for property taxes and insurance | 5,700 |
| | 5,700 |
| | 5,700 |
| | — |
| | — |
|
Accrued interest payable | 29 |
| | 29 |
| | 29 |
| | — |
| | — |
|
Derivative liability | 408 |
| | 408 |
| | — |
| | 408 |
| | — |
|
ITEM 2. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
This Quarterly Report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “intend,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to:
| |
• | statements of our goals, intentions and expectations; |
| |
• | statements regarding our business plans, prospects, growth and operating strategies; |
| |
• | statements regarding the asset quality of our loan and investment portfolios; and |
| |
• | estimates of our risks and future costs and benefits. |
These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this Quarterly Report.
The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:
| |
• | our ability to manage our operations under the current adverse economic conditions nationally and in our market area; |
| |
• | adverse changes in the financial industry, securities, credit and national local real estate markets (including real estate values); |
| |
• | significant increases in our delinquencies and loan losses, including as a result of our inability to resolve classified or non-performing assets, changes in the underlying cash flows of our borrowers, and management’s assumptions in determining the adequacy of the allowance for loan losses; |
| |
• | credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and in our allowance for loan losses and provision for loan losses; |
| |
• | competition among depository and other financial institutions; |
| |
• | our success in increasing our commercial business, commercial real estate and multi-family lending while improving our asset quality; |
| |
• | our success in introducing new financial products; |
| |
• | our ability to attract and maintain deposits; |
| |
• | changes in interest rates generally, including changes in the relative differences between short term and long term interest rates and in deposit interest rates, that may affect our net interest margin and funding sources; |
| |
• | fluctuations in the demand for loans, which may be affected by the number of unsold homes, land and other properties in our market areas and by declines in the value of real estate in our market area; |
| |
• | changes in consumer spending, borrowing and savings habits; |
| |
• | further declines in the yield on our assets resulting from the current low interest rate environment; |
| |
• | risks related to a high concentration of loans secured by real estate located in our market area; |
| |
• | the results of examinations by our regulators, including the possibility that our regulators may, among other things, require us to increase our reserve for loan losses, write down assets, change our regulatory capital position, limit our ability to borrow funds or maintain or increase deposits, or prohibit us from paying dividends, which could adversely affect our dividends and earnings; |
| |
• | our ability to enter new markets successfully and capitalize on growth opportunities; |
| |
• | changes in consumer spending, borrowing and savings habits; |
| |
• | changes in laws or government regulations or policies affecting financial institutions, including the Dodd-Frank Act and the JOBS Act, which could result in, among other things, increased deposit insurance premiums and assessments, capital requirements (particularly the new capital regulations), regulatory fees and compliance costs, and changes in the level of government support of housing finance; |
| |
• | changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission and the Public Company Accounting Oversight Board; |
| |
• | changes in our organization, compensation and benefit plans; |
| |
• | risks and costs associated with operating as a publicly traded company; |
| |
• | changes in the financial condition or future prospects of issuers of securities that we own; and |
| |
• | other economic, competitive, governmental, regulatory and operational factors affecting our operations, pricing, products and services. |
Because of these and a wide variety of other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.
Critical Accounting Policies
There are no material changes to the critical accounting policies disclosed in Westbury Bancorp, Inc.’s Annual Report on Form 10-K for the period ended September 30, 2013.
Overview
Our Business. Westbury Bank (the "Bank") is a federally-chartered savings bank headquartered in West Bend, Wisconsin. Westbury Bancorp, Inc. (the "Company") is a Maryland corporation and the savings and loan holding company for Westbury Bank, which was formed in connection with the mutual-to-stock conversion of the Bank's former mutual holding company, WBSB Bancorp, MHC, in 2013.
We provide financial services to individuals, families and businesses through our twelve banking offices located in Washington County, Waukesha County and northern Milwaukee County. We also operate three free-standing ATMs at locations other than our branches, and offer online and mobile banking services, participation in a nationwide ATM network and wealth management services. Although our current operations are not focused in central and southern Milwaukee County, we are affected by conditions in central and southern Milwaukee County because our loan portfolio includes a significant number of loans that are secured by real estate or that have borrowers located in central and southern Milwaukee County. In addition, a number of our customers who reside in Washington or Waukesha Counties are employed in Milwaukee County, and the operations of our commercial customers depend in part on sales of products and services to individuals or other businesses located in Milwaukee County.
Our principal business consists of attracting retail deposits from the general public in our market area and investing those deposits, together with funds generated from operations, and to a lesser extent, borrowings, in one- to four-family residential real estate loans, commercial and multi-family real estate loans, commercial business loans, and, to a lesser extent, construction loans and consumer loans, including home equity lines of credit and automobile loans. Unlike most thrift institutions, a significant majority of our deposits are transaction accounts, which we believe are less susceptible to large-scale withdrawals than certificates of deposit as a result of changes in interest rates, and which we believe have a lower cost of funds over various interest cycles. At March 31, 2014, approximately 79.6% of our deposits were transaction accounts, which we attribute to successful branding initiatives, especially with respect to younger customers. We also purchase investment securities consisting primarily of government-sponsored mortgage-backed securities, government-sponsored debentures, municipal securities and corporate securities.
Our results of operations depend primarily on our net interest income. Net interest income is the difference between the interest income we earn on our interest-earning assets and the interest we pay on our interest-bearing liabilities. Our results of operations also are affected by our provisions for loan losses, non-interest income and non-interest expense. Non-interest income currently consists primarily of service charges on deposit accounts, loan servicing income, gain on sales of securities and loans, debit card income, income from bank-owned life insurance and miscellaneous other income. Non-interest expense currently consists primarily of expenses related to compensation and employee benefits, occupancy and equipment, data processing, federal deposit insurance premiums, ATM charges, professional fees, advertising and other operating expenses.
Our results of operations also may be affected significantly by general and local economic and competitive conditions, changes in market interest rates, governmental policies and actions of regulatory authorities.
Effects of the Economic Downturn. As a result of the economic downturn which began in 2008, we experienced an increase in delinquent and classified loans. In response, we have undertaken aggressive initiatives to identify problem assets and to enhance asset quality. These initiatives include increasing provisions to our allowance for loan losses, charging down and writing off non-performing assets, engaging in an intensive review of our loan portfolio and as a result classifying
additional loans, limiting the growth of our loan portfolio, and devoting significant resources to developing and implementing enhanced loan underwriting, administration and collections policies and procedures.
The economic downturn coincided with significant changes in our customers’ banking habits, particularly a decrease in the amount of business conducted at physical branches as customers began to rely on internet banking and other technological advances for their day-to-day transactions. Accordingly, in addition to our asset quality improvement initiatives, we have also undertaken aggressive measures to reduce our expenses and allocate resources to best suit our customers’ banking needs. As part of this process, from 2009 through 2013, we have sold or closed 13 branches, reduced the number of employees, substantially reduced other non-interest expenses (excluding non-recurring losses from the sale of foreclosed real estate), and paid off existing Federal Home Loan Bank advances to reduce interest expenses.
Recent Developments. During the three months ended March 31, 2014, we announced the closing of two additional branch offices effective May 2, 2014. The branches were identified as underperforming with limited growth potential in the course of our evaluation of our branch network. One branch property was designated as held for sale and transferred from real estate held for investment at its fair value of $810,000. The previous carrying value was $2.3 million. The second branch was operated in a leased facility. The expense of the lease buyout, write-off of undepreciated leasehold improvements and severance pay for both branches was $573,000 and is reported as branch realignment expense in the statement of operations for the three and six months ended March 31, 2014. We will continue to evaluate our branch network, staffing levels and other sources of non-interest expenses to identify potential expense reductions in the future.
We also determined during the quarter that due to changes in our mortgage lending business, we no longer needed our home loan center in West Bend. That property was transferred from office properties and equipment to real estate held for sale at its fair value of $1.9 million. The previous carrying value was $2.4 million.
Regulatory Matters - Federal Reserve Bank. In February 2010, each of WBSB Bancorp, MHC and WBSB Bancorp, Inc., the former holding companies of Westbury Bank prior to the conversion, entered into an MOU with their former regulator, the OTS. Following the completion of the conversion, Westbury Bancorp, Inc. committed to comply with the terms of these MOUs. The MOUs provide that the holding company will, among other things:
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• | submit a business and capital plan that provides for plans and strategies to (i) increase and maintain consolidated tangible capital at levels commensurate with the risk profile, (ii) achieve net income levels resulting in profitability and adequate debt service, (iii) reduce the debt to capital ratio, and (iv) review all risks associated with business activities on a monthly basis and enhance income to address such risks; |
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• | not incur, issue, renew or rollover any debt or increase any lines of credit without prior written non-objection of the OTS; and |
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• | not declare or pay any cash dividends or repurchase or redeem any capital stock without the written non-objection of the OTS. |
On September 20, 2013, Westbury Bancorp, Inc., was notified by the Federal Reserve Bank of Chicago that the MOUs were considered terminated. As a condition of the termination of the MOUs, the Board of Directors was required to adopt a Board Resolution confirming its commitment to obtain written approval from the Federal Reserve Bank prior to effecting any of the following transactions:
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• | the declaration or payment of dividends on any class of Westbury Bancorp, Inc. stock; |
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• | any increase in debt (requests for approval should include a written debt service plan indicating how payments will be made without causing further strain on the depository institutions' capital position); or |
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• | the redemption of Westbury Bancorp, Inc. stock. |
The required Board Resolution was adopted by the Board at its October 2013 meeting.
On April 28, 2014, the Company received correspondence from the Federal Reserve Bank noting that it had no objection to the termination of the Board resolution which required the Company to receive prior written non-objection from the Federal Reserve Bank to declare or pay dividends, issue debt or redeem Company stock. Our Board plans to address the termination of this resolution at its May 2014 meeting.
Regulatory Matters - OCC. On January 6, 2014, Westbury Bancorp, Inc. received notification from the Office of the Comptroller of the Currency (the “OCC”) that the Formal Written Agreement and Individual Minimum Capital Requirement ("IMCR") between the OCC and the Company’s wholly-owned subsidiary Westbury Bank had been terminated effective December 24, 2013.
The Bank had been subject to the Formal Written Agreement since October 29, 2012 and to a memorandum of understanding that the Formal Written Agreement superseded since February 2010. The Bank had been subject to the IMCR since November 5, 2012.
As a result of the termination of the Formal Written Agreement, the Bank is no longer designated as in “troubled condition” and is designated as an “eligible institution” with respect to expedited processing of applications that it might file. Accordingly, the Bank is no longer required to obtain the approval of the OCC prior to effecting changes in its directors or executive officers, and is no longer subject to restrictions on executive compensation.
In addition, the Bank is no longer subject to restrictions on the declaration or payment of dividends or other restrictions on its activities imposed by the Formal Written Agreement. The Bank also is no longer required to maintain compliance with or report changes to the business and capital plan it had submitted to its regulators, and is no longer subject to additional quarterly reporting requirements imposed by the Formal Written Agreement.
Comparison of Financial Condition at March 31, 2014 and September 30, 2013
Total Assets. Total assets increased by $4.2 million, or 0.8%, to $547.5 million at March 31, 2014 from $543.3 million at September 30, 2013. The increase in total assets was primarily the result of an increase in net loans of $14.1 million, real estate held for sale of $2.7 million and cash and cash equivalents of $1.2 million, offset by a decrease in securities available for sale of $9.3 million, office properties and equipment of $2.6 million and real estate held for investment of $2.3 million.
Net Loans. Net loans increased by $14.1 million, or 4.1%, to $356.9 million at March 31, 2014 from $342.8 million at September 30, 2013. Commercial real estate loans increased $9.3 million, multifamily loans increased $7.1 million and construction and land development loans increased by $1.7 million during the six months ended March 31, 2014, while home equity lines of credit decreased by $2.3 million and commercial business loans decreased by $1.0 million.
The increase in net loans reflects our continuing efforts to grow the commercial real estate, multifamily and commercial loan portfolio by building commercial relationships.
Investment Securities. Investment securities available for sale decreased $9.3 million, or 8.8%, to $96.4 million at March 31, 2014 from $105.7 million at September 30, 2013. Management intends to prudently use a portion of the liquidity in the investment portfolio to fund future growth in the loan portfolio.
Mortgage-backed securities and collateralized mortgage obligations decreased $4.9 million, to $53.2 million at March 31, 2014 from $58.1 million at September 30, 2013 and municipal securities decreased $4.0 million, to $34.3 million at March 31, 2014 from $38.3 million at September 30, 2013. Net unrealized loss on securities decreased $588,000 to $642,000 at March 31, 2014 from $1.2 million at September 30, 2013, reflecting the effect of a decrease in market interest rates. At March 31, 2014, investment securities classified as available-for-sale consisted entirely of government-sponsored mortgage-backed securities, government-sponsored debentures, municipal securities and corporate securities with a focus on suitable government-sponsored securities to augment risk-based capital.
Foreclosed Real Estate. Foreclosed real estate held for sale decreased $576,000, or 34.1%, to $1.1 million at March 31, 2014 from $1.7 million at September 30, 2013, as we sold $867,000 of foreclosed properties, foreclosed on $474,000 of non-performing loans and recorded valuation adjustments of $183,000 during the period. At March 31, 2014, our foreclosed real estate included primarily one- to four-family residential real estate, multi-family and commercial real estate properties.
Real Estate Held For Sale. Real estate held for sale increased by $2.7 million to $2.7 million at March 31, 2014 from $0 at September 30, 2013. In February 2014, we announced the closing of our Brown Deer and Richfield (leased facility) branch offices. The office building which housed the Brown Deer branch was designated as held for sale and transferred from real estate held for investment at its fair value of $810,000. The previous carrying value was $2.3 million. Additionally, we determined that due to changes in our mortgage lending business, we no longer needed our home loan center in West Bend. This building was designated as held for sale in February 2014. It was transferred from office properties and equipment to real estate held for sale at its fair value of $1.9 million. The previous carrying value was $2.4 million.
Deposits. Deposits increased $10.4 million, or 2.4%, to $451.4 million at March 31, 2014 from $441.0 million at September 30, 2013. Our core deposits, which we consider to be our non-interest bearing and interest bearing checking accounts, passbook and statement savings accounts, and variable rate money market accounts, increased $8.1 million, or 2.3%, to $359.4 million at March 31, 2014 from $351.3 million at September 30, 2013. Certificates of deposit increased $2.3 million, or 2.5%, to $92.0 million at March 31, 2014 from $89.7 million at September 30, 2013. The increase in certificates of deposit is attributed primarily to the addition of $9.0 million in longer term certificates through Internet-based rate listing services offset by decreases due to retail customers’ decisions not to renew certificates in the current prolonged low interest rate environment. The rates at which the certificates were obtained through the Internet-based rate listing services were no greater than those offered to retail customers in our branch offices.
Other Liabilities. Advance payments by borrowers for property taxes and insurance decreased by $3.8 million, or 66.8%, to $1.9 million at March 31, 2014 from $5.7 million at September 30, 2013 due to seasonal disbursements to customers in December to enable the payment of mortgagees’ property taxes.
Total Equity. Total equity decreased $1.0 million, or 1.1%, to $89.6 million at March 31, 2014 from $90.6 million at September 30, 2013. The decrease resulted primarily from our net loss of $1.7 million during the six months ended March 31, 2014, offset by other comprehensive income of $370,000 and the release/allocation of ESOP shares of $359,000.
Delinquent Loans
The following table sets forth our loan delinquencies, including non-accrual loans, by type and amount at the dates indicated:
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| | | | | | | | | | | | | | | | | | | | | | | | | | | |
| 30-59 Days | | Loans Delinquent For 60-89 Days | | 90 Days and Over | | Total |
| Number | | Amount | | Number | | Amount | | Number | | Amount | | Number | | Amount |
| (Dollars in thousands) |
At March 31, 2014: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Real estate loans: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
One- to four-family | 6 |
| | $ | 913 |
| | 2 |
| | $ | 172 |
| | 23 |
| | $ | 2,684 |
| | 31 |
| | 3,769 |
|
Multi-family | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Commercial | 2 |
| | 493 |
| | — |
| | — |
| | 5 |
| | 1,435 |
| | 7 |
| | 1,928 |
|
Construction and land | — |
| | — |
| | — |
| | — |
| | 1 |
| | 6 |
| | 1 |
| | 6 |
|
Total real estate | 8 |
| | 1,406 |
| | 2 |
| | 172 |
| | 29 |
| | 4,125 |
| | 39 |
| | 5,703 |
|
Commercial business loans | 1 |
| | 88 |
| | 1 |
| | 9 |
| | 1 |
| | 14 |
| | 3 |
| | 111 |
|
Consumer loans: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Home equity lines of credit | 1 |
| | 10 |
| | 3 |
| | 110 |
| | 4 |
| | 116 |
| | 8 |
| | 236 |
|
Education | 3 |
| | 58 |
| | 4 |
| | 76 |
| | 9 |
| | 76 |
| | 16 |
| | 210 |
|
Automobile | 1 |
| | 2 |
| | — |
| | — |
| | — |
| | — |
| | 1 |
| | 2 |
|
Other consumer loans | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Total consumer loans | 5 |
| | 70 |
| | 7 |
| | 186 |
| | 13 |
| | 192 |
| | 25 |
| | 448 |
|
Total | 14 |
| | $ | 1,564 |
| | 10 |
| | $ | 367 |
| | 43 |
| | $ | 4,331 |
| | 67 |
| | $ | 6,262 |
|
At September 30, 2013: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Real estate loans: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
One- to four-family | 4 |
| | $ | 406 |
| | 11 |
| | $ | 1,571 |
| | 20 |
| | $ | 2,888 |
| | 35 |
| | $ | 4,865 |
|
Multi-family | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
| | — |
|
Commercial | — |
| | — |
| | 4 |
| | 5,485 |
| | 2 |
| | 1,069 |
| | 6 |
| | 6,554 |
|
Construction and land | — |
| | — |
| | — |
| | — |
| | 1 |
| | 192 |
| | 1 |
| | 192 |
|
Total real estate | 4 |
| | 406 |
| | 15 |
| | 7,056 |
| | 23 |
| | 4,149 |
| | 42 |
| | 11,611 |
|
Commercial business loans | 2 |
| | 27 |
| | — |
| | — |
| | — |
| | — |
| | 2 |
| | 27 |
|
Consumer loans: | |
| | |
| | |
| | |
| | |
| | |
| | |
| | |
|
Home equity lines of credit | 5 |
| | 116 |
| | 4 |
| | 90 |
| | 7 |
| | 266 |
| | 16 |
| | 472 |
|
Education | 5 |
| | 64 |
| | 6 |
| | 26 |
| | 17 |
| | 108 |
| | 28 |
| | 198 |
|
Automobile | — |
| | — |
| | 1 |
| | 1 |
| | 3 |
| | 4 |
| | 4 |
| | 5 |
|
Other consumer loans | 1 |
| | 2 |
| | — |
| | — |
| | — |
| | — |
| | 1 |
| | 2 |
|
Total consumer loans | 11 |
| | 182 |
| | 11 |
| | 117 |
| | 27 |
| | 378 |
| | 49 |
| | 677 |
|
Total | 17 |
| | $ | 615 |
| | 26 |
| | $ | 7,173 |
| | 50 |
| | $ | 4,527 |
| | 93 |
| | $ | 12,315 |
|
The decrease in delinquent loans at March 31, 2014, compared to September 30, 2013, is primarily attributed to a decrease in commercial real estate delinquencies as a relationship of $5.3 million that was 60 days past due at September 30, 2013 paid in full in October 2013.
Classified Assets
The following table details the Company’s assets graded Substandard or Special Mention as of the date indicated:
|
| | | | | | | |
| At March 31, 2014 | | At September 30, 2013 |
| (In thousands) |
Classified Loans: | |
| | |
|
Loss | — |
| | — |
|
Doubtful | — |
| | — |
|
Substandard — performing: | |
| | |
|
Real estate loans: | |
| | |
|
One- to four-family | $ | 1,168 |
| | $ | 623 |
|
Multi-family | 2,760 |
| | 173 |
|
Commercial | 1,523 |
| | 738 |
|
Construction and land | — |
| | — |
|
Total real estate loans | 5,451 |
| | 1,534 |
|
Commercial business loans | 90 |
| | 5 |
|
Consumer loans: | | | |
|
Home equity lines of credit | 60 |
| | 61 |
|
Other consumer loans | 2 |
| | — |
|
Total consumer loans | 62 |
| | 61 |
|
Total substandard — performing | 5,603 |
| | 1,600 |
|
Substandard — Nonperforming: | |
| | |
|
Real estate loans: | |
| | |
|
One- to four-family | 2,413 |
| | 3,903 |
|
Multi-family | — |
| | 2,638 |
|
Commercial | 1,435 |
| | 1,284 |
|
Construction and land | 6 |
| | 191 |
|
Total real estate loans | 3,854 |
| | 8,016 |
|
Commercial business loans | 23 |
| | — |
|
Consumer loans: | |
| | |
|
Home equity lines of credit | 134 |
| | 285 |
|
Other consumer loans | — |
| | 4 |
|
Total consumer loans | 134 |
| | 289 |
|
Total substandard — nonperforming | 4,011 |
| | 8,305 |
|
Total classified loans | 9,614 |
| | 9,905 |
|
Foreclosed real estate | 1,114 |
| | 1,690 |
|
Total classified assets | $ | 10,728 |
| | $ | 11,595 |
|
Special mention: | |
| | |
|
Real estate loans: | |
| | |
|
One- to four-family | $ | 120 |
| | $ | 121 |
|
Multi-family | 452 |
| | — |
|
Commercial | 1,372 |
| | 2,549 |
|
Construction and land | — |
| | — |
|
Total real estate loans | 1,944 |
| | 2,670 |
|
Commercial business loans | 361 |
| | 928 |
|
Consumer loans: | |
| | |
|
Home equity lines of credit | — |
| | — |
|
Other consumer loans | — |
| | — |
|
Total consumer loans | — |
| | — |
|
Total special mention | 2,305 |
| | 3,598 |
|
Total classified assets and special mention loans | $ | 13,033 |
| | $ | 15,193 |
|
_______________________
The decrease in classified assets at March 31, 2014, from September 30, 2013, was primarily due to the disposition of foreclosed real estate and the repayment of classified loans. In addition, a multifamily loan relationship for $2.6 million was reclassified to Substandard - Performing from Substandard - Nonperforming as it had performed as agreed for a satisfactory period of time after its restructuring.
Non-Performing Assets
The following table sets forth information regarding our non-performing assets and troubled debt restructurings at the dates indicated. The information reflects net charge-offs but not specific reserves. Troubled debt restructurings include loans where the borrower is experiencing financial difficulty and for which either a portion of interest or principal has been forgiven or an extension of term granted, or for loans modified at interest rates materially less than current market rates.
|
| | | | | | | |
| At March 31, 2014 | | At September 30, 2013 |
| (Dollars in thousands) |
Nonaccrual loans: | |
| | |
|
Real estate loans: | |
| | |
|
One- to four-family | $ | 2,684 |
| | $ | 4,207 |
|
Multi family | — |
| | 2,638 |
|
Commercial | 1,435 |
| | 1,283 |
|
Construction and land | 6 |
| | 192 |
|
Total real estate | 4,125 |
| | 8,320 |
|
Commercial business loans | 23 |
| | — |
|
Consumer loans: | |
| | |
|
Home equity lines of credit | 134 |
| | 285 |
|
Education | 152 |
| | 134 |
|
Automobile | — |
| | 4 |
|
Other consumer loans | — |
| | — |
|
Total consumer loans | 286 |
| | 423 |
|
Total nonaccrual loans(1) | 4,434 |
| | 8,743 |
|
Loans greater than 90 days delinquent and still accruing: | |
| | |
|
Real estate loans: | |
| | |
|
One- to four-family | — |
| | — |
|
Multi-family | — |
| | — |
|
Commercial | — |
| | — |
|
Construction and land | — |
| | — |
|
Total real estate | — |
| | — |
|
Commercial business loans | — |
| | — |
|
Consumer loans: | |
| | |
|
Home equity lines of credit | — |
| | — |
|
Education | — |
| | — |
|
Automobile | — |
| | — |
|
Other consumer loans | — |
| | — |
|
Total consumer loans | — |
| | — |
|
Total delinquent loans accruing | — |
| | — |
|
Total non-performing loans | 4,434 |
| | 8,743 |
|
Foreclosed assets: | |
| | |
|
One- to four-family | 351 |
| | 427 |
|
Multi-family | 484 |
| | 551 |
|
Commercial real estate | 180 |
| | 448 |
|
Construction and land | 99 |
| | 264 |
|
Total foreclosed assets | 1,114 |
| | 1,690 |
|
Total nonperforming assets | $ | 5,548 |
| | $ | 10,433 |
|
Performing troubled debt restructurings | $ | 3,818 |
| | $ | 3,166 |
|
Ratios: | |
| | |
|
Nonperforming loans to total loans | 1.23 | % | | 2.52 | % |
Nonperforming assets to total assets | 1.01 | % | | 1.92 | % |
Nonperforming assets and troubled debt restructurings to total assets | 1.71 | % | | 2.50 | % |
_______________________
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(1) | Includes $2.0 million and $5.4 million, respectively, of troubled debt restructurings that were on non-accrual status at March 31, 2014 and September 30, 2013. |
The decrease in non-performing assets at March 31, 2014, from September 30, 2013, was primarily due to the disposition of foreclosed real estate and the return to accruing status of a $2.6 million multifamily loan relationship.
Interest income that would have been recorded for the six months ended March 31, 2014, had non-accruing loans been current according to their original terms, amounted to $138,000. Interest of approximately $10,000 related to these loans was included in interest income for the six months ended March 31, 2014.
Other Loans of Concern. There were no other loans at March 31, 2014 that are not already disclosed where there is information about possible credit problems of borrowers that caused management to have serious doubts about the ability of the borrowers to comply with present loan repayment terms and that may result in disclosure of such loans in the future.
Comparison of Operating Results for the Three Months Ended March 31, 2014 and March 31, 2013
General. Net loss for the three months ended March 31, 2014 was $1.8 million compared to net income of $326,000 for the three months ended March 31, 2013. The decrease in net income of $2.1 million was due primarily to a charge of $2.0 million to reduce the carrying value of real estate held for sale to fair value, $573,000 for branch realignment (including severance pay accruals and writeoff of undepreciated leasehold improvements), an increase of $506,000 in compensation expense and a decrease of $504,000 in gains on sales of loans. These were offset by a decrease of $1.4 million in income tax expense and $620,000 in provisions for loan losses.
Interest and Dividend Income. Interest and dividend income decreased $224,000, or 4.8%, to $4.5 million for the three months ended March 31, 2014 from $4.7 million for the three months ended March 31, 2013. This decrease was primarily attributable to a $415,000 decrease in interest and fee income on loans receivable offset by a $191,000 increase in interest and dividend income on investment securities and interest-earning deposits. The average balance of loans decreased $13.0 million to $356.5 million for the three months ended March 31, 2014 from $369.5 million for the three months ended March 31, 2013. The average yield on loans decreased by 29 basis points to 4.43% for the three months ended March 31, 2014 from 4.72% for the three months ended March 31, 2013. The average balance of investment securities increased by $40.6 million, or 68.5%, to $99.8 million for the three months ended March 31, 2014 from $59.3 million for the three months ended March 31, 2013, while the average yield on investment securities decreased by 13 basis points to 1.98% for the three months ended March 31, 2014 from 2.11% for the three months ended March 31, 2013. The decrease in yields on loans and securities reflect the effects of the prolonged low interest rate environment as loans and securities are originated or repriced at lower rates. The decrease in average loan balances resulted from our continued efforts to improve the credit quality of our loan portfolio.
Interest Expense. Total interest expense decreased $154,000, or 27.8%, to $399,000 for the three months ended March 31, 2014 from $553,000 for the three months ended March 31, 2013. Interest expense on deposit accounts decreased $136,000 to $398,000 for the three months ended March 31, 2014 from $534,000 for the three months ended March 31, 2013. The decrease was primarily due to a decrease of 9 basis points in the average cost of deposits to 0.36% for the three months ended March 31, 2014 from 0.45% for the three months ended March 31, 2013, reflecting the declining interest rate environment, and a decrease of $30.8 million, or 6.5% in the average balance of deposits to $443.4 million for the three months ended March 31, 2014 from $474.2 million for the three months ended March 31, 2013.
Net Interest Income. Net interest income decreased $70,000, or 1.7%, to $4.1 million for the three months ended March 31, 2014 from $4.1 million for the three months ended March 31, 2013. Average interest-earning assets increased by $31.3 million, or 7.1%, to $474.9 million for the three months ended March 31, 2014, from $443.6 million for the three months ended March 31, 2013. Average deposits and interest-bearing liabilities decreased by $27.6 million, or 5.8%, to $447.9 million for the three months ended March 31, 2014, from $475.5 million for the three months ended March 31, 2013. Our net interest margin decreased 31 basis points to 3.43% for the three months ended March 31, 2014 from 3.74% for the three months ended March 31, 2013. The decrease in our net interest margin reflects the effects of downward pressure on loan pricing caused by the prolonged low interest rate environment and its adverse impact on our ability to further reduce rates on transaction accounts. The change in asset mix with growth in the investment portfolio also negatively impacted the margin as investment securities generally do not carry yields as high as those on loan products.
Provision for Loan Losses. We recorded a provision for loan losses of $200,000 for the three months ended March 31, 2014 compared to $820,000 for the three months ended March 31, 2013. The decrease in the provision corresponds with the decrease in nonperforming loans and net chargeoffs compared to the prior year period. The allowance for loan losses was $3.9 million, or 1.1% of total loans, at March 31, 2014, compared to $4.3 million, or 1.2% of total loans, at September 30, 2013, and $6.0 million, or 1.6% of total loans, at March 31, 2013. Total nonperforming loans were $4.4 million at March 31, 2014, compared to $8.7 million at September 30, 2013, and $9.8 million at March 31, 2013. As a percentage of nonperforming loans, the allowance for loan losses was 87.9% at March 31, 2014, compared to 48.8% at September 30, 2013, and 60.8% at March 31, 2013. Total classified loans were $9.6 million at March 31, 2014, compared to $9.9 million at March 31, 2014, and $22.4 million at March 31, 2013.
The allowance for loan losses reflects the balance we believe to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at March 31, 2014, September 30, 2013, and March 31, 2013.
Non-Interest Income. Non-interest income decreased $922,000, or 39.3%, to $1.4 million for the three months ended March 31, 2014 from $2.3 million for the three months ended March 31, 2013. The decrease was primarily related to a decrease in gain on sales of loans of $504,000, a decrease in servicing fee income of $137,000, a decrease in other income of $88,000 and a decrease in insurance and securities sales commissions of $115,000 for the three months ended March 31, 2014, from the three months ended March 31, 2013. The decrease in gain on sales of loans resulted from significantly reduced demand for fixed rate mortgages during the quarter compared to the prior year as long term interest rates moved up in the interim period. The decrease in insurance and securities sales commissions resulted as we restructure that business line to improve its contribution to profits. The decrease in other income resulted from a reduction in loan application fees for the quarter. The decrease in servicing fee income resulted from the partial recovery, in the prior year period, of valuation reserves on our mortgage servicing asset as a result of an increase in the expected life of our serviced loan portfolio due to an increase in market interest rates.
Non-Interest Expense. Non-interest expense increased $3.1 million, or 59.9%, to $8.3 million for the three months ended March 31, 2014, from $5.2 million for the three months ended March 31, 2013. The increase was primarily caused by a charge of $2.0 million to reduce the carrying value of real estate held for sale to fair value, $573,000 for branch realignment (including severance pay accruals and writeoff of undepreciated leasehold improvements) and an increase of $506,000 in compensation expense. The charges to real estate held for sale and for branch realignment relate to our decision to close two underperforming branch offices and to sell our West Bend home loan center due to changes in our mortgage lending business. The increase in compensation expense resulted primarily from the one-time reversal of a deferred compensation accrual of $350,000 during the three months ended March 31, 2013.
Provision for Income Taxes. Income tax benefit was $1.2 million for the three months ended March 31, 2014, compared to expense of $145,000 for the three months ended March 31, 2013. The effective tax rate as a percent of pre-tax income was (40.3)% and 30.8% for the three months ended March 31, 2014 and 2013, respectively. The effective tax rate increased for the three months ended March 31, 2014 because tax exempt income increases the effective rate when the Company reports a pretax loss.
Comparison of Operating Results for the Six Months Ended March 31, 2014 and March 31, 2013
General. Net loss for the six months ended March 31, 2014 was $1.7 million compared to net income of $1.2 million for the six months ended March 31, 2013. The decrease in net income of $2.9 million was primarily due to a decrease in noninterest income of $2.2 million and net interest income of $378,000 and a charge of $2.0 million to reduce the carrying value of real estate held for sale to fair value, $573,000 for branch realignment (including severance pay accruals and writeoff of undepreciated leasehold improvements), and an increase in compensation expense of $410,000, offset by a decrease in provisions for loan losses of $800,000 and income tax expense of $1.8 million.
Interest and Dividend Income. Interest and dividend income decreased $734,000, or 7.5%, to $9.0 million for the six months ended March 31, 2014 from $9.7 million for the six months ended March 31, 2013. This decrease was primarily attributable to a $1.1 million decrease in interest and fee income on loans receivable offset by a $399,000 increase in interest and dividend income on investment securities. The average balance of loans decreased $22.4 million, or 6.0%, to $348.2 million for the six months ended March 31, 2014 from $370.5 million for the six months ended March 31, 2013. The average yield on loans decreased by 34 basis points to 4.55% for the six months ended March 31, 2014 from 4.89% for the six months ended March 31, 2013. The average balance of investment securities increased $44.6 million, or 76.2%, to $103.0 million for the six months ended March 31, 2014 from $58.5 million for the six months ended March 31, 2013, while the average yield on investment securities decreased by 22 basis points to 1.95% for the six months ended March 31, 2014 from 2.17% for the six months ended March 31, 2013. The decrease in yields on loans and securities reflect the effects of the prolonged low interest rate environment as loans and securities are originated or repriced at lower rates. The decrease in average loan balances resulted from our continued efforts to improve the credit quality of our loan portfolio.
Interest Expense. Total interest expense decreased $356,000, or 30.2%, to $823,000 for the six months ended March 31, 2014 from $1.2 million for the six months ended March 31, 2013. Interest expense on deposit accounts decreased $313,000 to $822,000 for the six months ended March 31, 2014 from $1.1 million for the six months ended March 31, 2013. The decrease was primarily due to a decrease of 11 basis points in the average cost of deposits to 0.37% for the six months ended March 31, 2014 from 0.48% for the six months ended March 31, 2013, reflecting the declining interest rate environment, and a
decrease of $28.7 million, or 6.1%, in the average balance of deposits to $445.3 million for the six months ended March 31, 2014 from $474.0 million for the six months ended March 31, 2013.
Net Interest Income. Net interest income decreased $378,000, or 4.4%, to $8.2 million for the six months ended March 31, 2014 from $8.6 million for the six months ended March 31, 2013. Average interest-earning assets increased by $28.5 million, or 6.4%, to $472.7 million for the six months ended March 31, 2014, from $444.2 million for the six months ended March 31, 2013. Average deposits and interest-bearing liabilities decreased by $27.8 million, or 5.8%, to $447.5 million for the six months ended March 31, 2014, from $475.2 million for the six months ended March 31, 2013. Our net interest margin decreased 39 basis points to 3.46% for the six months ended March 31, 2014 from 3.85% for the six months ended March 31, 2013. The decrease in our net interest margin reflects the effects of downward pressure on loan pricing caused by the prolonged low interest rate environment and its adverse impact on our ability to further reduce rates on transaction accounts. The change in asset mix with growth in the investment portfolio also negatively impacted the margin as investment securities generally do not carry yields as high as those on loan products.
Provision for Loan Losses. We recorded a provision for loan losses of $350,000 for the six months ended March 31, 2014 compared to $1.2 million for the six months ended March 31, 2013. For additional information regarding our allowance for loan losses and certain relation ratios at March 31, 2014, September 30, 2013 and March 31, 2013, see "--Comparison of Operating Results for the Three Months Ended March 31, 2014 and March 31, 2013--Provision for Loan Losses" above.
The allowance for loan losses reflects the balance we believe to be appropriate to cover incurred probable losses which were inherent in the loan portfolio at March 31, 2014, September 30, 2013, and March 31, 2013.
Non-Interest Income. Non-interest income decreased $2.2 million, or 40.4%, to $3.2 million for the six months ended March 31, 2014 from $5.3 million for the six months ended March 31, 2013. The decrease was primarily related to a decrease in gain on sales of loans of $1.4 million, a decrease in the gain on sales of securities of $208,000, a decrease in other income of $360,000 and a decrease in insurance and securities sales commissions of $243,000 for the six months ended March 31, 2014, from the six months ended March 31, 2013. These decreases were offset by an increase in servicing fee income of $238,000 for the six months ended March 31, 2014, from the six months ended March 31, 2013. The decrease in gain on sales of loans resulted from significantly reduced demand for fixed rate mortgages during the period. The decrease in the gain on sales of securities resulted as we curtailed our program of managing the balance sheet to maintain capital ratios as our conversion to stock was completed in the 2013 fiscal year. The decrease in insurance and securities sales commissions resulted as we restructure that business line to improve its contribution to profits. The decrease in other income resulted from a reduction in loan application fees for the period. The increase in servicing fee income resulted from the partial recovery of valuation reserves on our mortgage servicing asset as a result of an increase in the expected life of our serviced loan portfolio due to the increase in market interest rates.
Non-Interest Expense. Non-interest expense increased $2.9 million, or 26.7%, to $14.0 million for the six months ended March 31, 2014, from $11.0 million for the six months ended March 31, 2013. The increase was primarily caused by a charge of $2.0 million to reduce the carrying value of real estate held for sale to fair value, $573,000 for branch realignment (including severance pay accruals and writeoff of undepreciated leasehold improvements) and an increase of $410,000 in compensation expense. The charges to real estate held for sale and for branch realignment relate to our decision to close two underperforming branch offices and to sell our West Bend home loan center due to changes in our mortgage lending business. The increase in compensation expense resulted primarily from the one-time reversal of a deferred compensation accrual of $350,000 during the six months ended March 31, 2013.
Provision for Income Taxes. Income tax benefit was $1.2 million for the six months ended March 31, 2014, compared to expense of $569,000 for the six months ended March 31, 2013. The effective tax rate as a percent of pre-tax income was (41.3)% and 32.8% for the six months ended March 31, 2014 and 2013, respectively. The effective tax rate increased for the six months ended March 31, 2014 because tax exempt income increases the effective rate when the Company reports a pretax loss.
Analysis of Net Interest Income
Net interest income represents the difference between the income we earn on interest-earning assets and the interest expense we pay on interest-bearing liabilities. Net interest income also depends upon the relative amounts of interest-earning assets and interest-bearing liabilities and the interest rates earned or paid on them. The following tables set forth average balance sheets, average yields and costs, and certain other information at or for the periods indicated. Average balances are derived from daily average balances for all periods. Non-accrual loans were included in the computation of average balances,
but have been reflected in the tables as loans carrying a zero yield. No tax equivalent yield adjustments have been made. The yields set forth below include the effect of loan fees, discounts and premiums that are amortized or accreted to interest income.
|
| | | | | | | | | | | | | | | | | | | | | | |
| | For the Three Months Ended March 31, |
| | 2014 | | 2013 |
| | Average Outstanding Balance | | Interest | | Yield/Cost | | Average Outstanding Balance | | Interest | | Yield/Cost |
| |
Assets: | | | | | | | | | | | | |
Loans | | $ | 356,504 |
| | $ | 3,949 |
| | 4.43 | % | | $ | 369,492 |
| | $ | 4,364 |
| | 4.72 | % |
Securities | | 99,849 |
| | 494 |
| | 1.98 |
| | 59,268 |
| | 312 |
| | 2.11 |
|
Fed funds sold and other interest-earning deposits | | 18,533 |
| | 29 |
| | 0.63 |
| | 14,850 |
| | 20 |
| | 0.54 |
|
Total interest-earning assets | | 474,886 |
| | 4,472 |
| | 3.77 | % | | 443,610 |
| | 4,696 |
| | 4.23 | % |
Noninterest-earning assets | | 68,954 |
| | | | | | 89,068 |
| | | | |
Total assets | | $ | 543,840 |
| | | | | | $ | 532,678 |
| | | | |
| | | | | | | | | | | | |
Liabilities and stockholders' equity: | | | | | | | | | | | | |
Noninterest-bearing demand deposits | | 20,174 |
| | — |
| | — | % | | $ | 20,274 |
| | $ | — |
| | — | % |
| | | | | | | | | | | | |
Checking accounts | | 189,851 |
| | 106 |
| | 0.22 |
| | $ | 207,755 |
| | $ | 130 |
| | 0.25 |
|
Passbook and statement savings | | 119,293 |
| | 42 |
| | 0.14 |
| | 117,984 |
| | 64 |
| | 0.22 |
|
Variable rate money market | | 25,244 |
| | 11 |
| | 0.17 |
| | 27,591 |
| | 13 |
| | 0.19 |
|
Certificates of deposit | | 88,840 |
| | 239 |
| | 1.08 |
| | 100,633 |
| | 327 |
| | 1.30 |
|
Total interest bearing deposits | | 423,228 |
| | 398 |
| | 0.38 |
| | 453,963 |
| | 534 |
| | 0.47 |
|
Total deposits | | 443,402 |
| | 398 |
| | 0.36 |
| | 474,237 |
| | 534 |
| | 0.45 |
|
| | | | | | | | | | | | |
FHLB advances | | 4,452 |
| | 1 |
| | 0.09 |
| | — |
| | — |
| | — |
|
Notes payable | | — |
| | — |
| | — |
| | 1,254 |
| | 19 |
| | 6.06 |
|
Total deposits and interest-bearing liabilities | | 447,854 |
| | 399 |
| | 0.36 | % | | 475,491 |
| | 553 |
| | 0.47 | % |
| | | | | | | | | | | | |
Other liabilities | | 5,042 |
| | | | | | 9,769 |
| | | | |
Total liabilities | | 452,896 |
| | | | | | 485,260 |
| | | | |
Stockholders' equity | | 90,944 |
| | | | | | 47,418 |
| | | | |
Total liabilities and stockholders' equity | | $ | 543,840 |
| | | | | | $ | 532,678 |
| | | | |
| | | | | | | | | | | | |
Net interest income | | | | $ | 4,073 |
| | | | | | $ | 4,143 |
| | |
Net interest rate spread | | | | | | 3.41 | % | | | | | | 3.76 | % |
Net interest-earning assets | | $ | 27,032 |
| | | | | | $ | (31,881 | ) | | | | |
Net interest margin | | | | | | 3.43 | % | | | | | | 3.74 | % |
Average of interest-earning assets to interest-bearing liabilities | | | | | | 106.04 | % | | | | | | 93.30 | % |
|
| | | | | | | | | | | | | | | | | | | | | | |
| | For the Six Months Ended March 31, |
| | 2014 | | 2013 |
| | Average Outstanding Balance | | Interest | | Yield/Cost | | Average Outstanding Balance | | Interest | | Yield/Cost |
| |
Assets: | | | | | | | | | | | | |
Loans | | $ | 348,156 |
| | $ | 7,927 |
| | 4.55 | % | | $ | 370,516 |
| | $ | 9,060 |
| | 4.89 | % |
Securities | | 103,045 |
| | 1,005 |
| | 1.95 |
| | 58,474 |
| | 634 |
| | 2.17 |
|
Fed funds sold and other interest-earning deposits | | 21,489 |
| | 66 |
| | 0.61 |
| | 15,201 |
| | 38 |
| | 0.50 |
|
Total interest-earning assets | | 472,690 |
| | 8,998 |
| | 3.81 | % | | 444,191 |
| | 9,732 |
| | 4.38 | % |
Noninterest-earning assets | | 73,496 |
| | | | | | 85,861 |
| | | | |
Total assets | | $ | 546,186 |
| | | | | | $ | 530,052 |
| | | | |
| | | | | | | | | | | | |
Liabilities and stockholders' equity: | | | | | | | | | | | | |
Noninterest-bearing demand deposits | | 20,130 |
| | — |
| | — | % | | $ | 21,335 |
| | $ | — |
| | — | % |
| | | | | | | | | | | | |
Checking accounts | | 191,999 |
| | 220 |
| | 0.23 |
| | $ | 203,796 |
| | $ | 283 |
| | 0.28 |
|
Passbook and statement savings | | 119,056 |
| | 87 |
| | 0.15 |
| | 118,284 |
| | 127 |
| | 0.21 |
|
Variable rate money market | | 25,748 |
| | 23 |
| | 0.18 |
| | 27,378 |
| | 29 |
| | 0.21 |
|
Certificates of deposit | | 88,324 |
| | 492 |
| | 1.11 |
| | 103,173 |
| | 696 |
| | 1.35 |
|
Total interest bearing deposits | | 425,127 |
| | 822 |
| | 0.39 |
| | 452,631 |
| | 1,135 |
| | 0.50 |
|
Total deposits | | 445,257 |
| | 822 |
| | 0.37 |
| | 473,966 |
| | 1,135 |
| | 0.48 |
|
| | | | | | | | | | | | |
FHLB advances | | 2,202 |
| | 1 |
| | 0.09 |
| | — |
| | — |
| | — |
|
Notes payable | | — |
| | — |
| | — |
| | 1,254 |
| | 44 |
| | 7.02 |
|
Total deposits and interest-bearing liabilities | | 447,459 |
| | 823 |
| | 0.37 | % | | 475,220 |
| | 1,179 |
| | 0.50 | % |
| | | | | | | | | | | | |
Other liabilities | | 7,668 |
| | | | | | 7,590 |
| | | | |
Total liabilities | | 455,127 |
| | | | | | 482,810 |
| | | | |
Stockholders' equity | | 91,059 |
| | | | | | 47,242 |
| | | | |
Total liabilities and stockholders' equity | | $ | 546,186 |
| | | | | | $ | 530,052 |
| | | | |
| | | | | | | | | | | | |
Net interest income | | | | $ | 8,175 |
| | | | | | $ | 8,553 |
| | |
Net interest rate spread | | | | | | 3.44 | % | | | | | | 3.88 | % |
Net interest-earning assets | | $ | 25,231 |
| | | | | | $ | (31,029 | ) | | | | |
Net interest margin | | | | | | 3.46 | % | | | | | | 3.85 | % |
Average of interest-earning assets to interest-bearing liabilities | | | | | | 105.64 | % | | | | | | 93.47 | % |
Liquidity and Capital Resources
Our primary sources of funds are deposits, principal and interest payments on loans and securities, proceeds from the sale of loans, proceeds from maturities and calls of securities, Federal Home Loan Bank advances and, to a lesser extent, short-term borrowings from other financial institutions. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions, and competition. Our most liquid assets are cash and short-term investments including interest-bearing demand deposits. The levels of these assets are dependent on our operating, financing, lending, and investing activities during any given period.
Our cash flows are comprised of three primary classifications: cash flows from operating activities, investing activities, and financing activities. Net cash provided by (used in) operating activities was $(4.1) million and $70.5 million for the six months ended March 31, 2014 and March 31, 2013, respectively. Net cash provided by operating activities for the six months ended March 31, 2013 included payments received from depositors in conjunction with the Company's stock offering which was completed on April 9, 2013. Net cash provided by (used in) investing activities, which consists primarily of
disbursements for loan originations and the purchase of securities, offset by principal collections on loans, proceeds from the sale of securities and proceeds from maturing securities and pay downs on mortgage-backed securities, was $(5.0) million and $20.3 million for the six months ended March 31, 2014 and March 31, 2013, respectively. During the six months ended March 31, 2014, we purchased $9.6 million and sold $14.1 million in securities held as available-for-sale, and during the six months ended March 31, 2013, we purchased $21.3 million and sold $11.6 million in securities held as available-for-sale. Net cash provided by (used in) financing activities was $10.4 million and $(9.6) million for the six months ended March 31, 2014 and March 31, 2013, respectively and consisted of increases(decreases) in deposit accounts.
At March 31, 2014, Westbury Bank exceeded all of its regulatory capital requirements with Tier 1 leverage capital of $60.2 million, or 11.52% of adjusted total assets, which is above the required level of $20.9 million, or 4.00%; and total risk-based capital of $64.1 million, or 17.98% of risk-weighted assets, which is above the required level of $28.5 million, or 8.00%. Accordingly, Westbury Bank was categorized as well capitalized at March 31, 2014.
At March 31, 2014, we had outstanding commitments to originate loans of $414,000, unused commercial and home equity lines of credit of $58.1 million and stand-by letters of credit of $265,000. We anticipate that we will have sufficient funds available to meet our current loan origination commitments. Certificates of deposit that are scheduled to mature in less than one year from March 31, 2014 totaled $49.2 million. Management expects that a substantial portion of the maturing certificates of deposit will be renewed. However, if a substantial portion of these deposits is not retained, we may utilize Federal Home Loan Bank advances or the proceeds from our recent stock offering or raise interest rates on deposits to attract new accounts, which may result in higher levels of interest expense.
Off-Balance Sheet Arrangements. In the normal course of operations, we engage in a variety of financial transactions that, in accordance with U.S. Generally Accepted Accounting Principles are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, lines of credit and standby letters of credit.
We have not engaged in any other off-balance-sheet transactions in the normal course of our lending activities.
Impact of Inflation and Changing Prices
The financial statements and related data presented herein have been prepared in accordance with U.S. Generally Accepted Accounting Principles which require the measurement of financial position and operating results in terms of historical dollars without considering changes in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates, generally, have a more significant impact on a financial institution’s performance than does 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
Disclosures of quantitative and qualitative market risk are not required by smaller reporting companies, such as the Company.
ITEM 4. CONTROLS AND PROCEDURES
An evaluation was performed under the supervision and with the participation of the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, of the effectiveness of the design and operation of the Company’s disclosure controls and procedures (as defined in Rule 13a-15(e) and 15d-15(e) promulgated under the Securities and Exchange Act of 1934, as amended) as of March 31, 2014. Based on that evaluation, the Company’s management, including the Chief Executive Officer and the Chief Financial Officer, concluded that the Company’s disclosure controls and procedures were effective.
During the quarter ended March 31, 2014, there have been no changes in the Company’s internal control over financial reporting (as defined in Rule 13a-15(f) and 15d-15(f) under the Securities and Exchange Act of 1934, amended) that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
PART II
ITEM 1. LEGAL PROCEEDINGS
On December 3, 2012, a civil suit was filed in the United States District Court for the Eastern District of Wisconsin, Civil Action Number 12-CV-1210, by First American Title Insurance Company against Westbury Bank. The plaintiffs seek actual damages of $3.6 million and additional treble or such punitive or other damages as determined by the court, as well as plaintiffs’ fees, costs and expenses. The suit alleges that Westbury Bank should have been aware of the misappropriation of funds deposited into an escrow account maintained by a commercial customer of Westbury Bank, New Horizon Title, LLC. The suit also alleges that Westbury Bank improperly deducted overdraft fees from the escrow account, that Westbury Bank aided and abetted its customer in the misappropriation of escrowed funds and in its customer’s breach of fiduciary duty to plaintiffs and lenders to whom the escrowed funds belonged, that Westbury Bank’s conduct amounted to commercial bad faith under state commercial law and that Westbury Bank was unjustly enriched as a result of its actions.
Westbury Bank believes that the lawsuit is without merit and intends to defend itself vigorously. Based on the information available to Westbury Bank’s litigation counsel at this time, they believe that the claims in this case are legally and factually without merit. Counsel is unable to give an opinion as to the likely outcome. Other than the foregoing, we are not involved in any pending legal proceedings as a plaintiff or defendant other than routine legal proceedings occurring in the ordinary course of business, and at March 31, 2014, we were not involved in any legal proceedings, the outcome of which would be material to our financial condition or results of operations.
ITEM 1A. RISK FACTORS
Disclosures of risk factors are not required by smaller reporting companies, such as the Company.
ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
| |
(a) | Unregistered Sales of Equity Securities. None. |
| |
(b) | Use of Proceeds. None. |
| |
(c) | Repurchase of Equity Securities. None. |
ITEM 3. DEFAULTS UPON SENIOR SECURITIES
None.
ITEM 4. MINE SAFETY DISCLOSURES
Not applicable.
ITEM 5. OTHER INFORMATION
None.
ITEM 6. EXHIBITS
The exhibits required by Item 601 of Regulation S-K are included with this Form 10-Q and are listed on the “Index to Exhibits” immediately following the Signatures.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
Westbury Bancorp, Inc.
Date: May 9, 2014
|
|
/s/ Raymond F. Lipman |
Raymond F. Lipman |
President and Chief Executive Officer |
|
/s/ Kirk J. Emerich |
Kirk J. Emerich |
Senior Vice President and Chief Financial Officer |
INDEX TO EXHIBITS
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Exhibit Number | | Description |
2 | | Amended and Restated Plan of Conversion and Reorganization* |
3.1 | | Articles of Incorporation of Westbury Bancorp, Inc.* |
3.2 | | Bylaws of Westbury Bancorp, Inc.* |
4 | | Form of Common Stock Certificate of Westbury Bancorp, Inc.* |
10.1 | | Form of Employee Stock Ownership Plan* |
10.2 | | Salary Continuation Agreement by and between Westbury Bank and Raymond F. Lipman* |
10.3 | | Salary Continuation Agreement by and between Westbury Bank and Kirk J. Emerich* |
10.4 | | Employment Agreement by and between Westbury Bank and Raymond F. Lipman** |
10.5 | | Employment Agreement between Westbury Bank and Kirk J. Emerich** |
10.6 | | Employment Agreement between Westbury Bank and Greg J. Remus** |
10.7 | | Form of Change and Control Agreement* |
10.8 | | Deferred Compensation Plan for Directors and Key Management Employees of Westbury Bank* |
31.1 | | Certification of Raymond F. Lipman, President and Chief Executive Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a) |
31.2 | | Certification of Kirk J. Emerich, Senior Vice President and Chief Financial Officer, Pursuant to Rule 13a-14(a) and Rule 15d-14(a) |
32 | | Certification of Raymond F. Lipman, President and Chief Executive Officer, and Kirk J. Emerich, Senior Vice President 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. |
101 | | The following materials from the Company’s Quarterly Report on Form 10-Q for the quarter ended March 31, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) Consolidated Balance Sheets; (ii) Consolidated Statements of Operations; (iii) Consolidated Statements of Comprehensive Income (Loss); (iv) Consolidated Statements of Changes in Stockholders' Equity; (v) Consolidated Statements of Cash Flows; and (vi) Notes to The Unaudited Consolidated Financial Statements*** |
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* | Incorporated herein by reference to the Registrant’s Registration Statement on Form S-1, as amended (File No. 333-184594) |
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** | Incorporated by reference to the Registrant's Current Report on Form 8-K (File No. 001-35871), filed with the Securities and Exchange Commission on February 21, 2014. |
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*** | Pursuant to Rule 406T of Regulation S-T, the Interactive Data Files on Exhibit 101 hereto are deemed not filed or part of a registration statement or prospectus for purposes of Sections 11 or 12 of the Securities Act of 1933, as amended, are deemed not filed for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, and otherwise are not subject to liability under those sections. |