XNAS:PSBH PSB Holdings Inc Quarterly Report 10-Q Filing - 3/31/2012

Effective Date 3/31/2012

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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
     
FORM 10-Q
(Mark One)
 
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15 (d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended March 31, 2012
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the transition period from ______________ to _____________
 
Commission file number                                 0-50970
 
PSB Holdings, Inc.
(Exact name of registrant as specified in its charter)
 
United States   42-1597948
(State or other jurisdiction of incorporation or organization)   (IRS Employer Identification No.)
 
40 Main Street, Putnam, Connecticut  06260
(Address of principal executive offices)
(Zip Code)
 
(860) 928-6501
(Issuer’s telephone number)
 
N/A
(Former name, former address and former fiscal year, 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 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.
x YESo NO
 
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).
x YESo NO
 
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large accelerated filer       o                                    Accelerated filer                        o
Non-accelerated filer         o                                    Smaller reporting company      x
(Do not check if a smaller reporting company)
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act)
o YESx NO
 
As of April 30, 2012, there were 6,528,863 shares of the registrant’s common stock outstanding.
 


 
 

 
 
PSB Holdings, Inc.
 
Table of Contents
 
Part I.
FINANCIAL INFORMATION
 
   
Page No.
Item 1.
Financial Statements (Unaudited)
 
     
 
Condensed Consolidated Balance Sheets at March 31, 2012 and June 30, 2011
1
     
 
Condensed Consolidated Statements of Income for the Three and Nine Months Ended March 31, 2012 and 2011
2
     
 
Condensed Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended March 31, 2012 and 2011
3
     
 
Condensed Consolidated Statements of Cash Flows for the Nine Months Ended March 31, 2012 and 2011
4
     
 
Notes to Condensed Consolidated Financial Statements (Unaudited)
5
     
Item 2.
Management’s Discussion and Analysis of Financial Condition and Results of Operations
31
     
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
43
     
Item 4.
Controls and Procedures
43
     
     
Part II.
OTHER INFORMATION
 
     
Item 1.
Legal Proceedings
44
     
Item 1A.
Risk Factors
44
     
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
44
     
Item 3.
Defaults Upon Senior Securities
44
     
Item 4.
Mine Safety Disclosures – Not Applicable
44
     
Item 5.
Other Information
44
     
Item 6.
Exhibits
44
     
     
SIGNATURES
45
 
 
 

 
 
Part I.  FINANCIAL INFORMATION
 
Item 1.  Financial Statements (unaudited)
 
 
 

 
 
PSB Holdings, Inc.
Condensed Consolidated Balance Sheets
(Unaudited)
 
   
March 31,
   
June 30,
 
   
2012
   
2011
 
   
(in thousands except share data)
 
ASSETS
           
Cash and due from depository institutions
  $ 4,080     $ 7,915  
Interest-bearing demand deposits with other banks
    7,506       358  
     Total cash and cash equivalents
    11,586       8,273  
Securities available-for-sale, at fair value
    53,298       58,009  
Securities held-to-maturity (fair value of $101,311 as of March 31, 2012 and $115,962 as of June 30, 2011)
    98,634       114,741  
Federal Home Loan Bank stock, at cost
    7,536       8,056  
Loans held-for-sale
    314       1,567  
Loans
    253,048       256,297  
Less: Allowance for loan losses
    (3,042 )     (3,072 )
            Net loans
    250,006       253,225  
Premises and equipment
    4,607       4,849  
Accrued interest receivable
    1,304       1,528  
Other real estate owned
    2,153       1,074  
Goodwill
    6,912       6,912  
Other intangible assets
    233       324  
Bank owned life insurance
    8,676       6,431  
Other assets
    6,401       7,510  
                 
Total assets
  $ 451,660     $ 472,499  
                 
LIABILITIES AND STOCKHOLDERS EQUITY
               
Liabilities
               
Deposits
               
    Noninterest-bearing
  $ 41,620     $ 36,814  
    Interest-bearing
    297,984       296,959  
            Total deposits
    339,604       333,773  
Mortgagors escrow accounts
    1,108       1,766  
Federal Home Loan Bank advances
    56,500       83,500  
    Securities sold under agreements to repurchase
    4,012       4,244  
Other liabilities
    2,600       2,469  
Total liabilities
    403,824       425,752  
                 
Stockholders Equity
               
Preferred stock, $0.10 par value, 1,000,000 shares authorized, no shares issued and outstanding
    -       -  
 
         
Common stock, $0.10 par value, 12,000,000 shares authorized, 6,943,125 shares issued, 6,528,863 shares outstanding at March 31, 2012 and June 30, 2011
    694       694  
Additional paid-in capital
    30,601       30,594  
Retained earnings
    23,449       22,648  
Accumulated other comprehensive loss
    (1,096 )     (1,267 )
Unearned ESOP shares
    (1,597 )     (1,693 )
Unearned stock awards
    (2 )     (16 )
Treasury stock, at cost (414,262 shares at March 31, 2012 and June 30, 2011)
    (4,213 )     (4,213 )
Total stockholders equity
    47,836       46,747  
                 
Total liabilities and stockholders equity
  $ 451,660     $ 472,499  
 
See notes to condensed consolidated financial statements.
 
 
1

 
 
PSB Holdings, Inc.
 
Condensed Consolidated Statements of Income
(Unaudited)
 
   
Three Months Ended
   
Nine Months Ended
 
             
   
March 31,
   
March 31,
 
   
2012
   
2011
   
2012
   
2011
 
   
(in thousands, except per share data)
 
Interest and dividend income:
                       
   Interest on loans
  $ 3,181     $ 3,442     $ 9,797     $ 10,378  
   Interest and dividends on investments
    1,161       1,415       3,680       4,581  
Total interest and dividend income
    4,342       4,857       13,477       14,959  
                                 
Interest expense:
                               
   Deposits and escrow
    911       1,154       3,008       3,637  
   Borrowed funds
    653       883       2,284       2,785  
Total interest expense
    1,564       2,037       5,292       6,422  
Net interest and dividend income
    2,778       2,820       8,185       8,537  
                                 
Provision for loan losses
    190       218       791       660  
Net interest and dividend income after provision
                               
   for loan losses
    2,588       2,602       7,394       7,877  
                                 
Non-interest income:
                               
    Total other-than-temporary impairment losses on debt securities
    (1,193 )     (403 )     (3,421 )     (2,217 )
    Portion of losses recognized in other comprehensive loss/income
    700       319       1,916       1,606  
    Net impairment losses recognized in earnings
    (493 )     (84 )     (1,505 )     (611 )
    Fees for services
    427       497       1,404       1,560  
    Mortgage banking activities
    40       9       71       122  
    Net commissions from brokerage service
    35       36       99       112  
    Income from bank owned life insurance
    81       65       245       205  
    Gain on sales of available-for-sale securities, net
    -       -       235       254  
    Income from legal settlement
    -       420       1,452       420  
    Other income
    30       33       102       112  
Total non-interest income
    120       976       2,103       2,174  
                                 
Non-interest expense:
                               
   Compensation and benefits
    1,441       1,456       4,475       4,391  
   Occupancy and equipment
    306       368       927       976  
   Data processing
    136       190       629       589  
   LAN/WAN network expense
    38       21       106       74  
   Advertising and marketing
    62       38       212       159  
   OCC/OTS assessment
    46       47       138       140  
   FDIC deposit insurance
    158       225       452       633  
   Other real estate owned
    14       66       80       117  
   Write-down of other real estate owned
    -       -       15       95  
   Other non-interest expense
    440       447       1,336       1,308  
Total non-interest expense
    2,641       2,858       8,370       8,482  
Income before income tax expense
    67       720       1,127       1,569  
                                 
Income tax expense
    31       190       275       370  
NET INCOME
  $ 36     $ 530     $ 852     $ 1,199  
                                 
Earnings per common share
                               
   Basic
  $ 0.01     $ 0.08     $ 0.13     $ 0.19  
   Diluted
  $ 0.01     $ 0.08     $ 0.13     $ 0.19  
 
See notes to condensed consolidated financial statements.
 
 
2

 

PSB Holdings, Inc.
 
Condensed Consolidated Statements of Changes in Stockholders’ Equity
For the Nine Months Ended March 31, 2012 and 2011
(Unaudited)
   
Common Stock
   
Additional Paid-in Capital
   
Retained Earnings
   
 
Accumulated Other Comprehensive Loss
   
Unearned ESOP
Shares
   
Unearned Stock
Awards
   
Treasury Stock
   
Total Stockholders Equity
 
 
(dollars in thousands)
 
                                                 
Balances at June 30, 2010
  $ 694     $ 30,633     $ 21,550     $ (2,776 )   $ (1,821 )   $ (212 )   $ (4,213 )   $ 43,855  
                                                                 
Comprehensive income:
                                                               
Net income
    -       -       1,199       -       -       -       -       1,199  
Net change in unrealized holding losses on available-for-sale securities, net of reclassification adjustments and tax effects
    -       -       -       1,650       -       -       -       1,650  
Comprehensive income
                                                            2,849  
Stock-based compensation
    -       35       -       -       -       176       -       211  
                                                                 
Balances at March 31, 2011
  $ 694     $ 30,668     $ 22,749     $ (1,126 )   $ (1,821 )   $ (36 )   $ (4,213 )   $ 46,915  
                                                                 
Balances at June 30, 2011
  $ 694     $ 30,594     $ 22,648     $ (1,267 )   $ (1,693 )   $ (16 )   $ (4,213 )   $ 46,747  
                                                                 
Comprehensive income:
                                                               
Net income
    -       -       852       -       -       -       -       852  
Net change in unrealized holding losses on available-for-sale securities, net of reclassification adjustments and tax effects
    -       -       -       171       -       -       -       171  
Comprehensive income
                                                            1,023  
ESOP shares committed to be released (9,585 shares)
    -               (51 )     -       96       -       -       45  
Stock-based compensation
    -       7       -       -       -       14       -       21  
                                                                 
Balances at March 31, 2012
  $ 694     $ 30,601     $ 23,449     $ (1,096 )   $ (1,597 )   $ (2 )   $ (4,213 )   $ 47,836  
 
See notes to condensed consolidated financial statements.
 
 
3

 
 
PSB Holdings, Inc.
 
Condensed Consolidated Statements of Cash Flows
(Unaudited)
   
 
For the Nine Months
 
   
Ended March 31,
 
   
2012
   
2011
 
   
(in thousands)
 
Cash flows from operating activities
           
Net income
  $ 852     $ 1,199  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Amortization of securities, net
    1,019       902  
Gain on sales of available-for-sale securities, net
    (235 )     (254 )
Impairment losses on securities
    1,505       611  
Net decrease in loans held-for-sale
    1,253       956  
(Accretion) amortization of deferred loan (fees) costs, net
    (225 )     99  
Provision for loan losses
    791       660  
Gain on sale of other real estate owned
    (18 )     (50 )
Write-down of other real estate owned
    15       95  
Depreciation and amortization
    308       370  
Amortization of core deposit intangible
    91       112  
Decrease in accrued interest receivable and other assets
    1,261       2,066  
Increase in cash surrender value of bank owned life insurance
    (245 )     (205 )
Increase (decrease) in other liabilities
    131       (202 )
Amortization of ESOP expense
    45       -  
Stock-based compensation
    21       211  
Net cash provided by operating activities
    6,569       6,570  
Cash flows from investing activities
               
Purchase of available-for-sale securities
    (5,457 )     -  
Proceeds from sales, calls, pay downs and maturities of available-for-sale securities
    9,126       26,134  
Purchase of held-to-maturity securities
    (16,189 )     (81,681 )
Proceeds from calls, pay downs and maturities of held-to-maturity securities
    31,308       47,886  
Redemption of Federal Home Loan Bank stock
    520       -  
Loan repayments net of originations
    918       597  
Purchase of bank owned life insurance
    (2,000 )     -  
Recoveries of loans previously charged off
    33       49  
Proceeds from sale of other real estate owned
    626       187  
Capital expenditures, net - premises and equipment
    (82 )     (42 )
Net cash provided by (used in) investing activities
    18,803       (6,870 )
Cash flows from financing activities
               
Net increase (decrease) in deposit accounts
    5,831       (4,061 )
Net decrease in mortgagors escrow accounts
    (658 )     (633 )
Proceeds from Federal Home Loan Bank advances
    2,000       10,000  
Repayments of Federal Home Loans Bank advances
    (29,000 )     (22,000 )
Net (decrease) increase in securities sold under agreements to repurchase
    (232 )     1,109  
Net cash used in financing activities
    (22,059 )     (15,585 )
Increase (decrease)  in cash and cash equivalents
    3,313       (15,885 )
Cash and cash equivalents at beginning of year
    8,273       23,291  
Cash and cash equivalents at end of period
  $ 11,586     $ 7,406  
Supplemental disclosures
               
Cash paid during the period for:
               
Interest
  $ 5,389     $ 6,460  
Income taxes refunded
    (433 )     (864 )
Loans transferred to other real estate owned
    1,702       709  
 
See notes to condensed consolidated financial statements.
 
 
4

 
 
PSB Holdings, Inc.
 
Notes to Condensed Consolidated Financial Statements
(Unaudited)
 
NOTE 1 – Organization
 
PSB Holdings, Inc. (Company) is a federally chartered holding company formed on May 27, 2003 for the purpose of acquiring all of the common stock of Putnam Bank (Bank) concurrent with the Bank’s reorganization from a mutual savings institution to the mutual holding company form of organization.  No shares were offered to the public as part of this reorganization.
 
On October 4, 2004, the Company issued 6,943,125 shares of common stock, 3,729,846 shares (53.7%) of which were issued to Putnam Bancorp, MHC and 3,089,691 shares (44.5%) of which were sold to eligible depositors of the Bank and others at $10.00 per share. In addition, the Company issued 123,588 shares (1.8%) to a charitable foundation established by the Bank.
 
NOTE  2 – Basis of Presentation
 
The accompanying unaudited condensed consolidated interim financial statements have been prepared in accordance with accounting principles generally accepted in the United States of America for interim financial statements and the instructions to Form 10-Q, and accordingly do not include all of the information and footnotes required by accounting principles generally accepted in the United States of America for complete financial statements.  In the opinion of management, the accompanying unaudited condensed consolidated financial statements reflect all adjustments necessary, consisting of only normal recurring accruals and the elimination of all significant intercompany accounts, to present fairly the financial position, results of operations and cash flows of the Company for the periods presented.  The interim results of operations are not necessarily indicative of the operating results to be expected for future periods, including the year ending June 30, 2012.  These financial statements should be read in conjunction with the 2011 consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K filed with the Securities and Exchange Commission (SEC) on September 26, 2011.
 
NOTE 3 – Recent Accounting Pronouncements
 
In April 2011, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) 2011-03, Transfers and Servicing (Topic 860), Reconsideration of Effective Control for Repurchase Agreements. The objective of this ASU is to improve the accounting for repurchase agreements and other agreements that both entitle and obligate a transferor to repurchase or redeem financial assets before their maturity. This ASU prescribes when an entity may or may not recognize a sale upon the transfer of financial assets subject to repurchase agreements. The guidance in this ASU is effective for the first interim or annual period beginning on or after December 15, 2011. This ASU was adopted on January 1, 2012 and did not have a significant impact on the Company’s condensed consolidated financial statements.
 
In May 2011, the FASB issued ASU 2011-04, Fair Value Measurement (Topic 820), Amendments to Achieve Common Fair Value Measurement and Disclosure Requirements in U.S. GAAP and IFRS.  The guidance clarifies and expands the disclosures pertaining to unobservable inputs used in Level 3 fair value measurements, including the disclosure of quantitative information related to (1) the valuation processes used, (2) the sensitivity of the fair value measurement to changes in unobservable inputs and the interrelationships between those unobservable inputs, and (3) use of a nonfinancial asset in a way that differs from the asset’s highest and best use.  The guidance also requires disclosure of the level within the fair value hierarchy for assets and liabilities not measured at fair value in the statement of financial position but for which the fair value is disclosed.  The amendments in this Update are to be applied prospectively, effective during interim and annual periods beginning after December 15, 2011.  This ASU was adopted on January 1, 2012 and did not have an impact on the Company’s condensed consolidated financial statements as the amendments relate only to changes in financial statement presentation.
 
 
5

 
 
In June 2011, the FASB issued ASU 2011-05, Comprehensive Income (Topic 220), Presentation of Comprehensive Income.  This ASU amends the disclosure requirements for the presentation of comprehensive income. The amended guidance eliminates the option to present components of other comprehensive income (OCI) as part of the statement of changes in stockholder’s equity. Under the amended guidance, all changes in OCI are to be presented either in a single continuous statement of comprehensive income or in two separate but consecutive financial statements. The changes are effective for fiscal years, and interim periods within those years, beginning after December 15, 2011.  In December 2011, the FASB issued ASU 2011-12 to defer changes that relate to the presentation of reclassification adjustments but the other requirements of ASU 2011-05 remain in effect. This amendment will be effective for the Company for annual and interim periods beginning July 1,2012 and is not expected to have a significant impact on the Company’s condensed consolidated financial results as the amendments relate only to changes in financial statement presentation.
 
In September 2011, the FASB issued ASU 2011-08, Intangibles – Goodwill and Other (Topic 350), Testing Goodwill for Impairment.  This ASU is intended to reduce the complexity and cost of performing an evaluation of impairment of goodwill.  Under the new guidance,  an entity will have the option of first assessing qualitative factors (events and circumstances) to determine whether it is more likely than not (meaning a likelihood of more than 50 percent) that the fair value of a reporting unit is less than its carrying amount.  If, after considering all relevant events and circumstances, an entity determines it is not more likely than not that the fair value of a reporting unit is less than its carrying amount, then performing the two-step impairment test will be unnecessary.  The amendments will be effective for annual and interim goodwill impairment tests performed for fiscal years beginning after December 15, 2011. This amendment will be effective for the Company for annual and interim periods beginning July 1, 2012 and is not expected to have a significant impact on the Company’s condensed consolidated financial statements.
 
Critical Accounting Policies
 
Critical accounting policies are those that involve significant judgments and assumptions by management that have, or could have, a material impact on our income or the carrying value of our assets.  Our critical accounting policies are those related to our loans, allowance for loan losses, income taxes, goodwill and the impairment of securities.
 
Loans.  The Company’s loan portfolio includes residential real estate, commercial real estate, construction, commercial and consumer/other segments. Residential real estate loans include classes for one-to four-family owner occupied, second mortgages and equity lines of credit.  Consumer/other loans include personal loans.  Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are reported at their outstanding unpaid principal balances adjusted for charge-offs, the allowance for loan losses, and any deferred fees or costs on originated loans. Interest income is accrued on the unpaid principal balance.  Loan origination fees, net of certain direct origination costs, are deferred and recognized as an adjustment of the related loan yield using the interest method.
 
The accrual of interest on all loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual if collection of principal or interest is considered doubtful.  All interest accrued but not collected for loans that are placed on nonaccrual is reversed against interest income.  The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual.  Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
 
           Allowance for Loan Losses.  The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings.  Loan losses are charged against the allowance when management believes the uncollectability of a loan balance is confirmed.
 
The allowance for loan losses is evaluated on a quarterly basis by management.  This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance consists of general, specific and unallocated components, as further described below.
 
 
6

 
 
General component
 
The general component of the allowance for loan losses is based on historical loss experience adjusted for qualitative factors stratified by the following loan segments: residential real estate, commercial real estate, construction, commercial and consumer/other.  Management uses a rolling average of historical losses based on a time frame appropriate to capture relevant loss data for each loan segment.  This historical loss factor is adjusted for the following qualitative factors: levels/trends in delinquencies; trends in volume and terms of loans; effects of changes in risk selection and underwriting standards and other changes in lending policies, procedures and practices; experience/ability/depth of lending management and staff; loan rating migration and national and local economic trends and conditions.  During the quarter ended March 31, 2012, the Company changed the allowance for loan loss calculation to add certain qualitative factors and amend loan segment characterization, resulting in a change in accounting estimate.  Qualitative factors were added for changes in lending practices and procedures, changes in the value of underlying collateral, changes in lending management and staff and changes in the quality of the loan review system.  In addition, loan segments within the allowance were amended to correspond to call report requirements.  These changes did not quantitatively impact the dollar amount of the allowance for loan losses at March 31, 2012, as changes relate only to qualitative assessments and methodology in how the allowance is calculated.
 
The qualitative factors are determined based on the various risk characteristics of each loan segment. Risk characteristics relevant to each portfolio segment are as follows:
 
Residential real estate - The Company generally does not originate loans with a loan-to-value ratio greater than 80% and does not originate subprime loans.  All loans in this segment are collateralized by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower.  The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality in this segment.
 
Commercial real estate - Loans in this segment are primarily income-producing properties throughout New England.  The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on the credit quality in this segment.  Management obtains rent rolls annually and continually monitors the cash flows of these loans.
 
Construction loans – Loans in this segment primarily include speculative real estate development loans for which payment is derived from sale of the property.  Credit risk is affected by cost overruns, time to sell at an adequate price, and market conditions.
 
Commercial loans – Loans in this segment are made to businesses and are generally secured by assets of the business.  Repayment is expected from the cash flows of the business.  A weakened economy, and resultant decreased consumer spending, will have an effect on the credit quality in this segment.
 
Consumer/other loans - Loans in this segment are generally unsecured and repayment is dependent on the credit quality of the individual borrower.
 
Specific component
 
The specific component relates to loans that are classified as impaired.  Impairment is measured on a loan by loan basis by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent or foreclosure is probable.  An allowance is established when the discounted cash flows (or collateral value) of the impaired loan is lower than the carrying value of that loan.  Large groups of smaller balance homogeneous loans are collectively evaluated for impairment.  Accordingly, the Company does not separately identify individual consumer and residential real estate loans for impairment disclosures, unless such loans are subject to a troubled debt restructuring (“TDR”) agreement.
 
 
7

 
 
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement.  Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due.  Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired.  Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed.
 
The Company periodically may agree to modify the contractual terms of loans.  When a loan is modified and a concession is made to a borrower experiencing financial difficulty, the modification is considered a troubled debt restructuring.  All TDRs are initially classified as impaired.
 
Unallocated component
 
An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses.  The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general reserves in the portfolio.
 
           Goodwill.  The Company’s goodwill was recorded as a result of business acquisitions and combinations.  The Company’s goodwill (the amount paid in excess of fair value of acquired net assets) is reviewed at least annually to ensure that there have been no events or circumstances resulting in an impairment of the recorded amount of excess purchase price.  Adverse changes in the economic environment, operations of acquired business units, or other factors could result in a decline in projected fair values.  If the estimated fair value is less than the carrying amount, a loss would be recognized to reduce the carrying amount to implied fair value.
 
Other-Than-Temporary Impairment of Securities.  Management periodically reviews all investment securities with significant declines in fair value for potential other-than-temporary impairment pursuant to the guidance provided by ASC 320-10 “Investments-Debt and Equity Securities”.  The guidance addresses the determination as to when an investment is considered impaired, whether the impairment is other-than-temporary, and the measurement of an impairment loss.  It also includes accounting considerations subsequent to the recognition of an other-than-temporary impairment and requires certain disclosures about unrealized losses that have not been recognized as other-than-temporary impairments.  Management evaluates the Company’s investment portfolio on an ongoing basis and recorded $493,000 and $84,000 of other-than-temporary impairment charges through income during the three months ended March 31, 2012 and 2011, respectively and $1.5 million and $611,000 of other-than-temporary impairment charges through income during the nine months ended March 31, 2012 and 2011, respectively.
 
Income Taxes.  The Company recognizes income taxes under the asset and liability method.  Under this method, deferred tax assets and liabilities are established for the temporary differences between the accounting basis and the tax basis of the Company’s assets and liabilities at enacted rates expected to be in effect when the amounts related to such temporary differences are realized or settled.
 
Management has discussed the development and selection of these critical accounting policies with the Audit Committee.   

 
8

 
 
NOTE 4 – Earnings Per Share (EPS)
 
As presented below, basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period.  Diluted earnings per share reflect the potential dilution that could occur if securities or other contracts to issue common stock were exercised or converted into common stock or resulted in the issuance of common stock that then shared in the earnings of the Company. For purposes of computing diluted EPS, the treasury stock method is used.
 
The following information was used in the computation of EPS on both a basic and diluted basis for the three and nine months ended March 31, 2012 and  2011:
 
   
Three Months Ended
   
Three Months Ended
   
Nine Months Ended
   
Nine Months Ended
 
   
March 31, 2012
         
March 31, 2011
        
March 31, 2012
       
March 31, 2011
  
Net income
  $ 36,000     $ 530,000     $ 852,000     $ 1,199,000  
                                 
Average basic common shares
    6,365,960       6,349,782       6,362,753       6,338,747  
Dilutive effect of stock options (1)
    -       -       -       -  
Average diluted common shares
    6,365,960       6,349,782       6,362,753       6,338,747  
                                 
Basic EPS:
  $ 0.01     $ 0.08     $ 0.13     $ 0.19  
Diluted EPS:
  $ 0.01     $ 0.08     $ 0.13     $ 0.19  
 
(1) Options to purchase 222,921 shares for the three and nine months ended March 31, 2012 and 2011 were outstanding but not included in the computation of earnings per share because they were anti-dilutive, meaning the exercise price of such options exceeded the market value of the Company’s common stock.

 
9

 

NOTE 5 – Investment Securities
 
The carrying value and estimated market values of investment securities by maturity are as follows:
 
   
Amortized
   
Gross Unrealized
   
Fair
 
   
Cost Basis
   
Gain
   
(Loss)
   
Value
 
   
(in thousands)
 
March 31, 2012
                       
Available-for-sale:
                       
Debt securities:
                       
U.S. government and government-sponsored securities:
                   
Due in one year or less
  $ 495     $ 11     $ -     $ 506  
From one through five years
    3,500       5       -       3,505  
      3,995       16       -       4,011  
                                 
Corporate bonds and other securities:
                               
After ten years
    5,999       -       (1,613 )     4,386  
                                 
U.S. Government sponsored and guaranteed mortgage-backed securities:
                               
Due in one year or less
    1       -       -       1  
From one through five years
    511       30       -       541  
From five through ten years
    2,981       202       -       3,183  
After ten years
    20,716       1,183       (22 )     21,877  
      24,209       1,415       (22 )     25,602  
                                 
Non-agency mortgage-backed securities:
                               
After ten years
    10,755       8       (1,595 )     9,168  
                                 
Total debt securities
    44,958       1,439       (3,230 )     43,167  
                                 
Equity securities:
                               
Auction rate preferred stock
    10,000       131       -       10,131  
                                 
Total available-for-sale securities
  $ 54,958     $ 1,570     $ (3,230 )   $ 53,298  
                                 
Held-to-maturity:
                               
U.S. government and government-sponsored securities:
                         
From one through five years
  $ 6,996     $ 29     $ -     $ 7,025  
From five through ten years
    4,206       124       (28 )     4,302  
      11,202       153       (28 )     11,327  
                                 
U.S. Government sponsored and guaranteed mortgage-backed securities:
                               
From five through ten years
    7,263       129       -       7,392  
After ten years
    80,169       2,423       -       82,592  
      87,432       2,552       -       89,984  
Total held-to-maturity securities
  $ 98,634     $ 2,705     $ (28 )   $ 101,311  

 
10

 
 
   
Amortized
   
Gross Unrealized
   
Fair
 
   
Cost Basis
   
Gain
   
(Loss)
   
Value
 
   
(in thousands)
 
June 30, 2011:
                       
Available-for-sale:
                       
Debt securities:
                       
US government and agency obligations:
                       
From one through five years
  $ 630     $ 36     $ -     $ 666  
                                 
Corporate bonds and other obligations:
                               
After ten years
    5,998       -       (1,093 )     4,905  
                                 
Mortgage-backed securities
    43,253       1,673       (2,888 )     42,038  
                                 
Equity securities:
                               
Auction rate preferred stock
    10,047       682       (329 )     10,400  
                                 
Total available-for-sale securities
  $ 59,928     $ 2,391     $ (4,310 )   $ 58,009  
                                 
June 30, 2011:
                               
Held-to-maturity:
                               
US government and agency obligations:
                               
From one through five years
    2,000       34       -       2,034  
From five through ten years
    11,234       51       (26 )     11,259  
After ten years
    2,851       -       (15 )     2,836  
      16,085       85       (41 )     16,129  
                                 
Mortgage-backed securities
                               
After ten years
    98,656       1,221       (44 )     99,833  
                                 
Total held-to-maturity securities
  $ 114,741     $ 1,306     $ (85 )   $ 115,962  
 
There were no realized gains or losses on sales of available-for-sale securities for the three months ended March 31, 2012 and 2011.  Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method.  There were other-than-temporary impairment charges on available-for-sale securities of $493,000 and $84,000 during the three months ended March 31, 2012 and 2011, respectively.  The loss on write-downs of securities included total other-than-temporary impairment losses of $1.2 million and $403,000, net of $700,000 and $319,000 recognized in other comprehensive income/loss for the three months ended March 31, 2012 and 2011, respectively, before taxes.  There were gross gains of $235,000 and no gross losses realized on sales of available-for-sale securities for the nine months ended March 31, 2012 and $254,000 of gross gains and no gross losses for the nine months ended March 31, 2011.  There were other-than-temporary impairment charges on available-for-sale securities of $1.5 million during the nine months ended March 31, 2012 and $611,000 during the nine months ended March 31, 2011.  The loss on write-downs of securities included total other-than-temporary impairment losses of $3.4 million and $2.2 million, net of $1.9 million and $1.6 million recognized in other comprehensive income/loss for the nine months ended March 31, 2012 and 2011, respectively, before taxes.  See “Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations-Overview.”

 
11

 

The following is a summary of the estimated fair value and related unrealized losses segregated by category and length of time that individual securities have been in a continuous unrealized loss position at:
 
March 31, 2012:
 
Less than 12 months
   
12 months or more
   
Total
 
   
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
 
(in thousands)
 
Value
   
Losses
   
Value
   
Losses
   
Value
   
Losses
 
Available-for-sale:
                                   
Debt securities:
                                   
Corporate bonds and other securities
  $ -     $ -     $ 4,386     $ (1,613 )   $ 4,386     $ (1,613 )
U.S. Government sponsored and guaranteed mortgage-backed securities
    1,917       (22 )     -       -       1,917       (22 )
     Total temporarily impaired available-for-sale
    1,917       (22 )     4,386       (1,613 )     6,303       (1,635 )
                                                 
Held-to-maturity:
                                               
U.S. Government and government-sponsored securities
    3,248       (28 )     -       -       3,248       (28 )
                                                 
Other-than-temporarily impaired debt securities (1):
                                               
Non-agency mortgage-backed securities
    -       -       7,211       (1,595 )     7,211       (1,595 )
                                                 
Total temporarily-impaired and other-than-temporarily impaired securities
  $ 5,165     $ (50 )   $ 11,597     $ (3,208 )   $ 16,762     $ (3,258 )
                                                 
June 30, 2011:
 
Less than 12 months
 
12 months or more
   
Total
 
   
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
 
(in thousands)
 
Value
   
Losses
   
Value
   
Losses
   
Value
   
Losses
 
Available-for-sale:
                                               
Debt securities:
                                               
U.S. Government and government-sponsored securities
  $ 3,810     $ (41 )   $ -     $ -     $ 3,810     $ (41 )
Corporate bonds and other obligations
    -       -       4,905       (1,093 )     4,905       (1,093 )
U.S. Government sponsored and guaranteed mortgage-backed securities
    10,323       (44 )     -       -       10,323       (44 )
Equity securities
    -       -       6,671       (329 )     6,671       (329 )
   Total temporarily impaired available-for-sale
    14,133       (85 )     11,576       (1,422 )     25,709       (1,507 )
                                                 
Other-than-temporarily impaired debt securities (1):
                                               
   Mortgage-backed securities
    4,567       (537 )     7,155       (2,351 )     11,722       (2,888 )
                                                 
Total temporarily-impaired and other-than-temporarily impaired securities
  $ 18,700     $ (622 )   $ 18,731     $ (3,773 )   $ 37,431     $ (4,395 )
 
(1)  Includes other-than-temporary impaired available-for-sale debt securities in which a portion of the other-than-temporary impairment loss remains in accumulated other comprehensive loss.
 
Management evaluates securities for other-than-temporary impairment (OTTI) at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.
 
At March 31, 2012 and June 30, 2011, there were 22 and 32 individual investment securities, respectively, with declines in fair value below the amortized cost basis of the security.  Management has the intent and ability to hold these securities until cost recovery occurs and considers these declines to be temporary.

 
12

 
 
The unrealized losses on the Company’s investment in U.S. Government-sponsored agency bonds and U.S. government guaranteed and government-sponsored residential mortgage-backed securities were primarily caused by interest rate fluctuations.  These investments are guaranteed or sponsored by the U.S. government or an agency thereof.  Accordingly, it is expected that the securities would not be settled at a price less than the par value of the investment.  Because the decline in market value is attributable to changes in interest rates and not to credit quality, and because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2012.
 
The Company’s unrealized losses on investments in corporate bonds and other securities relate to investments in companies within the financial services sector.  The unrealized losses are primarily caused by (a) interest rate fluctuations, (b) recent decreases in profitability and near-term profit forecasts by industry analysts and (c) recent downgrades by industry analysts.  The contractual terms of these investments do not permit the companies to settle the security at a price less than the par value of investment.  While the companies’ credit ratings have decreased, the Company currently does not believe it is probable that it will be unable to collect all amounts due according to the contractual terms of the investments.  Therefore, it is expected that the bonds would not be settled at a price less than the par value of the investment.  Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost bases, which may be maturity, the Company does not consider these investments to be other-than-temporarily impaired at March 31, 2012.
 
For the quarter ended March 31, 2012, securities with other-than-temporary impairment losses related to credit loss that were recognized in earnings consisted of non-agency mortgage-backed securities.  For these debt securities, the Company estimated the portion of loss attributable to credit loss using a discounted cash flow model.  Significant inputs included the estimated cash flows of the underlying loans based on key assumptions, such as default rate, loss severity and prepayment rate.  Assumptions can vary widely from security to security, and are influenced by such factors as loan interest rate, geographical location of the borrower, borrower characteristics and collateral type.  The present value of the expected cash flows was compared to the Company’s amortized cost basis to determine the credit-related impairment loss.  Based on the expected cash flows derived from the model, the Company expects to recover the remaining unrealized losses on these securities.
 
The following table represents a roll-forward of the amount of credit losses on debt securities for which a portion of an other-than-temporary impairment was recognized in other comprehensive income (in thousands):

Balance as of June 30, 2010
  $ 12,241  
Credit losses on securities for which other-than-temporary impairment
was not previously recorded
    -  
Additional credit losses on securities for which an other-than-temporary
impairment charge was previously recorded
    1,065  
Reductions for securities sold during the period
    -  
         
Balance as of June 30, 2011
    13,306  
 
       
Credit losses on securities for which other-than-temporary impairment
was not previously recorded
    -  
Additional credit losses on securities for which an other-than-temporary
impairment charge was previously recorded
    1,505  
Reductions for securities sold during the period
    -  
         
Balance as of March 31, 2012
  $ 14,811  

 
13

 
 
           Auction-rate trust preferred securities. At March 31, 2012, our auction-rate trust preferred securities (ARP) portfolio totaled $10.1 million, all of which were classified as available-for-sale.   Auction-rate trust preferred securities are a floating rate preferred stock, on which the dividend rate generally resets every 90 days based on an auction process to reflect the yield demand for the instruments by potential purchasers.  At March 31, 2012, our investments in auction-rate trust preferred securities consisted of investments in three corporate issuers.  These securities were originally purchased by the Company because they represented highly liquid, tax-preferred investments secured, in most cases, by preferred stock issued by high quality, investment grade companies (generally other financial institutions) (“collateral preferred shares”).  The ARP shares, or certificates, purchased by the Company are Class A certificates, which, among other rights, entitle the holder to priority claim on dividends paid into the Trust holding the preferred shares.
 
In most cases, the trusts which issued the ARP certificates own various callable preferred shares of stock by a single entity.  In addition to the call dates for redemption established by the collateral preferred shares, each trust has a maturity date upon which the trust itself will terminate.  The value of the remaining collateral preferred shares is not guaranteed, and may be more or less than the stated par value of the collateral preferred shares, and is dependent on the market value of those collateral preferred shares on the date of the trust’s maturity.
 
The certificates issued by the trusts traded in an active, open auction market, with each individual trust establishing the frequency of its auctions, typically every 90 days (the “reset date”).  The results of an auction would be the exchange of certificates, at par, between participants entering or exiting the market, and resetting of the yield to be earned by holders of the Class A certificates as well as the holders of other classes of trust certificates.
 
Beginning in February 2008, auctions for these securities began to fail when investors declined to bid on the securities.  Five of the largest investment banks that made a market in these securities (Merrill Lynch, Citigroup, UBS, AIG and Morgan Stanley) declined to act as bidders of last resort, as they had in the past.  The auction failures did not result in the loss of any principal value to the certificate holders, but prevented many sellers from exiting, or redeeming, their certificates at the reset date.  These unsuccessful sellers were required to continue to hold the certificates until the next scheduled reset date.  To compensate these unsuccessful sellers, the failed auctions triggered a penalty-rate feature which provided that owners of the Class A certificates were entitled to a higher portion of the dividends, and thus a higher yield, on the Class A certificates.
 
During this time, the Company attempted to divest itself of the ARPs, but was prevented from doing so due to the continued failure of the auction market.  The Company continued to carry its investments at par value, despite the increased liquidity risk, because the credit strength of the issuers of the collateral preferred shares remained high, and the yield remained above-market.
 
The turmoil in the financial markets caused the value of the underlying collateral preferred shares to decline. These declines in value are not considered other-than-temporary.
 
The Company had difficulty identifying market prices of comparable instruments for ARPs due to the inactive market.  As a result, during the quarter ended June 30, 2009, the Company modified its methodology for determining the fair value of the ARPs classified as Level 3, and used the quoted market values of the underlying collateral preferred shares, adjusted for the higher yield earned by the Company through the Class A certificates compared with the nominal rate available to a direct owner of the collateral preferred shares.
 
The Company adopted the guidance in ASC 820-10, “Fair Value Measurements and Disclosures,” in the second quarter of 2009.  The Company concluded that the market value of the underlying collateral preferred shares did not represent orderly transactions and adopted the use of a discounted cash flow model to determine if there was any other-than-temporary impairment of its investments in the ARPs.  The resulting discounted cash flow for each ARP classified as Level 3 showed no impairment in the fair value of the securities.
 
The Company has the ability and intent to hold these securities for the time necessary to collect the expected cash flows.

 
14

 
 
The chart below includes information as of March 31, 2012 on the various issuers of Auction Rate Preferred securities owned by the Company:
 
 
Issuer
Goldman Sachs
 
Merrill Lynch
 
Bank of America
 
Par amount
 $3,000,000
 
 $5,000,000
 
 $2,000,000
 
Book Value
 $3,000,000
 
 $5,000,000
 
 $2,000,000
 
Purchase Date
12-12-07
 
09-04-07
 
11-20-07
 
Maturity Date
08-23-26
 
05-28-27
 
08-17-47
 
Next Reset Date
05-21-12
 
05-25-12
 
05-16-12
 
Reset Frequency
Quarterly
 
Quarterly
 
Quarterly
 
Failed Auction
Yes
 
Yes
 
Yes
 
Receiving Default Rates
Yes
 
Yes
 
Yes
 
Current Rate
4.592%
 
4.604%
 
4.677%
 
Dividends Current:
Yes
 
Yes
 
Yes
 
NOTE 6 – Loans
 
The following table sets forth the composition of our loan portfolio at March 31, 2012 and June 30, 2011:
 
   
March 31,
   
June 30,
 
   
2012
   
2011
 
    (in thousands)  
             
Mortgage Loans:
           
   Residential (1)
  $ 199,285     $ 193,084  
   Commercial real estate
    45,909       53,248  
   Residential construction
    4,104       2,824  
Commercial
    3,563       7,356  
Consumer and other
    869       1,070  
                 
Total loans
    253,730       257,582  
                 
Unadvanced construction loans
    (1,098 )     (1,476 )
      252,632       256,106  
Net deferred loan costs
    416       191  
Allowance for loan losses
    (3,042 )     (3,072 )
                 
Loans, net
  $ 250,006     $ 253,225  
 
(1) Residential mortgage loans include one- to four-family mortgage loans, second mortgage loans, and home equity lines of credit.

 
15

 
 
Credit Quality Information
 
The Company utilizes a nine grade internal loan rating system as follows:
 
Loans rated 1 -5:  Loans in these categories are considered “pass” rated loans with low to average risk.
 
Loans rated 6:  Loans in this category are considered “special mention.”  These loans are starting to show signs of potential weakness and are being closely monitored by management.
 
Loans rated 7:  Loans in this category are considered “substandard.”  Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged.  There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected.
 
Loans rated 8:  Loans in this category are considered “doubtful.”  Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.
 
Loans rated 9:  Loans in this category are considered uncollectible (“loss”) and of such little value that their continuance as loans is not warranted.
 
On an annual basis, or more often if needed, the Company formally reviews the ratings on all commercial real estate, construction and commercial loans.  Annually, the Company engages an independent third-party to review a significant portion of loans within these segments.  Management uses the results of these reviews as part of its annual review process.
 
The following table presents the Company’s loan segments by internally assigned grades at March 31, 2012:
 
   
Residential
   
Commercial
   
Residential
         
Consumer
       
March 31, 2012
 
Real Estate
   
Real Estate
   
Construction
   
Commercial
   
and other
   
Total
 
(in thousands)
 
Grade:
                                   
     Pass
  $ 196,215     $ 32,131     $ 2,380     $ 2,872     $ 869     $ 234,467  
     Special Mention
    340       2,015       450       561       -       3,366  
     Substandard
    2,421       10,966       973       130       -       14,490  
     Doubtful
    309       -       -       -       -       309  
     Loss
    -       -       -       -       -       -  
          Total
  $ 199,285     $ 45,112     $ 3,803     $ 3,563     $ 869     $ 252,632  
 
The following table represents modifications that were deemed to be troubled debt restructures for the nine months ended March 31, 2012:
                   
         
Pre-Modifcation
   
Post-Modification
 
   
Number of
   
Outstanding Recorded
   
Outstanding Recorded
 
   
Contracts
   
Investment
   
Investment
 
(Dollars in thousands)
                 
Real Estate:
                 
     Residential
    6     $ 827     $ 828  
     Commercial
    13       1,602       1,605  
      19     $ 2,429     $ 2,433  
 
 
16

 
 
The modification on one commercial loan provided a reduced rate for five years and the capitalization of real estate taxes.  A tax escrow account has also been established.  The other commercial loan modifications provided for reduced rates from six months to five years.  Management performs a discounted cash flow calculation to determine the valuation allowance required for each troubled debt restructure.  Residential loan modifications included restructurings that provided a reduced rate for five years, an extended amortization period with no change in rate, six months of interest-only payments along with a reduction in rate, an interest-only period of one year and a reduction in rate, substitution of collateral on a second mortgage, and the conversion a line of credit to an amortizing  fixed rate home equity loan.  Any reserve required is recorded through the provision for loan losses.
 
The following is a summary of troubled debt restructurings that have subsequently defaulted within one year of modification:
             
   
Number of
   
Recorded
 
   
Contracts
   
Investment
 
(Dollars in thousands)
           
Real Estate:
           
     Residential
    2     $ 209  
     Commercial
    1       223  
           Total
    3     $ 432  
 
The defaults on the commercial and residential troubled debt restructures were the result of the borrower’s delinquent loan payments during the period.  As of March 31, 2012 the commercial loan was greater than 90 days past due and on non-accrual.  One residential loan was 29 days past due but on nonaccrual and the other residential loan was charged off during the quarter ended March 31, 2012.  The Company evaluates the levels/trends in delinquencies and non-accruals as part of the qualitative factors within the allowance for loan loss framework

 
17

 
 
NOTE 7 – Non-performing Assets
 
The table below sets forth the amounts and categories of non-performing assets at the dates indicated:
 
   
At March 31,
   
At June 30,
 
   
2012
   
2011
 
   
(Dollars in thousands)
 
Non-accrual loans:
           
Residential
  $ 3,278     $ 1,752  
Commercial real estate
    4,800       4,635  
Residential construction
    674       -  
Commercial
    65       -  
Total non-accrual loans
    8,817       6,387  
                 
Accruing loans past due 90 days or more:
               
Residential
    -       32  
Total
    -       32  
                 
Total non-performing loans
    8,817       6,419  
                 
Other real estate owned
    2,153       1,074  
Other non-performing assets
    -       46  
Total non-performing assets
  $ 10,970     $ 7,539