Interest income increased $1.4 million in 2005 primarily as a result of a $2.0 million increase in home equity loans and lines of credit, a $6.3 million increase in investment securities, and a rising interest rate environment that lasted throughout 2005. The average yield on earning assets increased as a result of these factors as well as much higher yields on Fed funds, overnight deposits and investment securities.
Total interest expense increased $394,000 in 2005. This was primarily due to a $627,000 increase in our cost of funds for deposits which was partially offset by a $233,000 decrease in our cost of funds resulting from net repayments of Federal Home Loan Bank advances totaling $6.2 million.
The recovery of provisions in 2005 was possible due to the Bank receiving payoffs on two loan relationships totaling $1.5 million for which the Bank had previously provided loan loss allowances of $535,000.
The Bank’s net charge-offs were $0.9 million in 2006 compared to $3.1 million for 2005. The decreased charge-offs in 2006 are primarily the result of aggressive collection efforts since 2004, improved credit quality of our loan portfolio that led to a lower level non-performing assets, and a lower level of delinquencies. Maintaining asset quality remains a priority of management. See “Loans” discussion above.
The Bank’s net charge-offs were $3.1 million in 2005 compared to $1.6 million for 2004. The increased charge-offs in 2005 (provided for in 2004) are primarily the result of losses incurred on the sale of problem loans completed during the second quarter of 2005 as well as the Bank continuing to aggressively deal with problem loans. During the past several years we have continued to be aggressive in foreclosing on delinquent one-to-four family loans in an attempt to improve the credit quality of our loan portfolio and the result has been higher than historical charge-offs, as well as decreased delinquencies on this type of loans.
Non-interest Income. Non-interest income was $3.1 million and $3.4 million for the years ended December 31, 2006 and 2005, respectively (a decrease of 8.8%). Fees and service charges on deposit accounts increased $161,000 as the Bank increased its level of bounce protection on customer direct deposit accounts (effective May 1, 2006) and its non-sufficient funds fee from $25 to $29 per transaction (effective September 1, 2006) both of which led to an increase of $113,000 in NSF fees. Other factors contributing to the increase in fees and service charges were a $41,000 increase in loan related fees (as the Bank developed new mortgage banking relationships with four brokerage companies in June 2006 which led to $64,000 in new fee income) as well as a $8,000 increase in fees for certificates of deposit early withdrawal penalties and a $14,000 increase in ATM/Debit Card income.
Gain on sale of loans decreased $200,000 to $362,000 from $562,000 a year ago as mortgage banking activities continue to decline due to lower than expected volume of originations (137 for 2006 compared to 208 for 2005)partly resulting from interest rates that were higher than they were last year. Other income decreased $203,000 (from $341,000 in 2005 to $138,000 in 2006) primarily due to a $15,000 decrease in rental income (from $49,000 in 2005 to $34,000 in 2006), a $120,000 increase in net losses on the sale of real estate owned (from a $53,000 net gain in 2005 compared to a $67,000 net loss in 2006), a $25,000 decrease in investment services income (from $58,000 in 2005 to $33,000 in 2006), and a $39,000 decrease (to $0 in 2006) in net gains on sales of fixed assets (including the Jonesville branch in 2005). In 2005, the Bank was receiving rental income related to a foreclosed property that was subsequently sold. The Bank also had a $20,000 loss on the sale of securities as management replaced two agency securities and one municipal security with tax-free municipal securities earning higher interest rates in anticipation of what management expects to be falling interest rates in 2007.
Non-interest income was $3.4 million for the years ended December 31, 2005 and 2004, respectively. Fees and service charges on deposit accounts increased $101,000 due to higher fee levels from our overdraft protection program. Loan servicing fees increased $62,000 as a result of a larger loan servicing portfolio. Other remaining non-interest income increased $114,000 due to larger net gains on the sale of foreclosed properties ($54,000 in 2005 compared to $16,000 in 2004), higher rental income ($49,000 in 2005 compared to $20,000 in 2004), and no gains or losses on investment securities for 2005 compared to $60,000 in losses on the sale of investments in 2004. The increased fees helped offset a decrease in gains from sale of loans which decreased to $562,000 compared to $865,000 for the year ended December 31, 2004 as mortgage banking activities continued to decline.
Non-interest Expense.Non-interest expense was $9.7 million and $10.5 million for the years ended December 31, 2006 and 2005, respectively, a decrease of 7.6%. Salaries and employee benefits decreased $136,000 primarily due to a $68,000 decrease in total employee salaries and wages (including payroll taxes), and a $206,000 decrease in health insurance expense resulting primarily from revision to the Bank’s medical coverage plans for calendar year 2006 offset by $85,000 in stock option expenses (as the Bank implemented SFAS No. 123(R) in 2006), a $20,000 increase in pension fund expense, and a $14,000 increase in restricted stock expense. Occupancy and equipment expense decreased $61,000 primarily due to lower depreciation expense. Professional services expense decreased $161,000 due to a $35,000 reduction in legal expense, a $50,000 reduction in audit and accounting expense, and a $46,000 reduction in regulatory examination costs. Other decreases in professional fees were not individually significant.
Expense control and revenue enhancement continue to be challenges for management as efforts continue on improving efficiency. In September 2006, management (with approval from the Board of Directors) decided to downsize certain departments in order to position the Company for improved financial results. This resulted in a reduction of 11 full-time equivalent employees (FTEs) in the fourth quarter of 2006. Management also decided to reduce employee benefits in October 2006 that include reducing the employer match in the Company’s 401(k) plan by 50% (an estimated $38,000 annual savings) and extending the time the Company allocates ESOP shares to employees from 5 years to 10 years (estimated to be a $93,000 annual savings for 2007). As strategic planning for 2007 continues, ways to enhance revenue and improve expense control continued to be pursued. Management is confident that the actions taken to control expenses will not affect the Company’s ability to fulfill its obligations to its customers and shareholders.
Repossessed property expenses decreased $175,000 for the year ended December 31, 2006 compared to the same period in 2005. Management recorded $121,000 in write-downs of foreclosed properties for 2006 compared to $318,000 in 2005. The Bank also had a $22,000 increase in foreclosed property operating expenses for the same period. Amortization of core deposit intangible decreased $78,000 and amortization of mortgage servicing rights (mortgage banking expense) decreased $56,000 (consistent with the decline in refinancing) for the year ended December 31, 2006.
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Other general and administrative expenses decreased $142,000 for year ended December 31, 2006 as compared to the same period for 2005 primarily due to a $41,000 decrease in office supplies and printing expenses, a $50,000 decrease in expenses related to indirect lending (as the Bank exited this type of lending), a $45,000 decrease in telephone expense, and a $45,000 decrease in employee education and business travel expense offset by a $69,000 increase in advertising and promotion expense used for professional services for an extensive marketing campaign. All other increases in non-interest expense were not significant.
Non-interest expense increased $525,000 for the year ended December 31, 2005 compared to the year ended December 31, 2004. Repossessed property expense increased to $521,000 in 2005 from $216,000 in 2004 as a result of the Bank taking $318,000 in write-downs based on recent assessments of the appraised value of repossessions. Data processing expense increased to $689,000 in 2005 from $622,000 in 2004 as we continue to stay current with advancing technology which involved a $32,000 increase in service bureau expense, a $27,000 increase in licenses and software expense data processing expense and a $10,000 increase in other related expense most of which were data processing maintenance expenses. Amortization of core deposit intangible amounted to $369,000 for 2005 compared to $329,000 in 2004. We expect the expense to be approximately $290,000 in 2007 and will carefully monitor whether additional amortization is needed. Amortization of mortgage servicing rights amounted to $438,000 for 2005 compared to $385,000 in 2004. We expect the expense for 2006 to be higher than in 2005 as our portfolio continues to grow. All other increases in non-interest expense were not significant.
Federal Income Taxes. Monarch recorded an income tax expense for the year ended December 31, 2006 of $544,000 on income before tax of $2.1 million which represented an effective tax rate of 26.0% of income before tax. In 2005, we recorded an income tax expense of $505,000 which also represented an effective tax rate of 26.0% of income before tax. The difference between the effective tax rates and the federal corporate income tax rate of 34% is attributable to the low income housing credits available to the Bank from the investment in the limited partnership as well as fluctuation of permanent book and tax differences such as non-taxable income and non-deductible expenses.
Liquidity and Commitments
We are required to maintain appropriate levels of liquid assets under FDIC regulations. Liquidity may increase or decrease depending upon the availability of funds and comparative yields on investments in relation to the return on loans. Historically, we have maintained liquid assets at levels above those believed to be adequate to meet the requirements of normal operations, including potential deposit outflows. At December 31, 2006, our liquidity ratio, which is our liquid assets as a percentage of net withdrawable savings deposits with a maturity of one year or less and current borrowings, was 10.1%. This level of liquidity is lower than that maintained last year but management is confident they will be able to effectively address the Bank’s liquidity needs while facilitating increased profitability.
Monarch’s liquidity, represented by cash and cash equivalents, is a product of our operating, investing and financing activities. Monarch’s primary sources of funds are deposits, amortization, prepayments and maturities of outstanding loans, overnight deposits and funds provided from operations. While scheduled payments from the amortization of loans and overnight deposits are relatively predictable sources of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. Monarch also generates cash through borrowings. Monarch utilizes Federal Home Loan Bank advances to leverage its capital base and provide funds for its lending and investment activities, and to enhance its interest rate risk management.
Liquidity management is both a daily and long-term function of business management. Excess liquidity is generally invested in overnight deposits and short-term treasury and governmental agency securities. On a longer term basis, Monarch maintains a strategy of investing in various investments and lending products. Monarch uses its sources of funds primarily to meet its ongoing commitments, to pay maturing certificates of deposit and savings withdrawals and to fund loan commitments. Certificates of deposit scheduled to mature in one year or less at December 31, 2006, totaled $82.7 million. Based on historical experience, management believes that a significant portion of these certificates of deposit can be retained by continuing to pay competitive interest rates.
44
If necessary, additional funding sources include additional deposits (including core deposits), brokered deposits, and Federal Home Loan Bank advances. Management is committed to increasing our core deposit balances and is willing to offer interest rates higher than those of the competition. Based on current collateral levels, at December 31, 2006, Monarch could borrow an additional $22.8 million from the Federal Home Loan Bank at prevailing interest rates. This borrowing capacity can be increased in the future if Monarch pledges additional collateral, such as securities, to the Federal Home Loan Bank. Monarch anticipates that it will continue to have sufficient funds, through deposits and borrowings, to meet its current commitments. For the year ended December 31, 2006, Monarch had a net decrease in cash and cash equivalents of $989,000 as compared to a net increase of $637,000 million for the year ended December 31, 2005.
The Bank’s primary sources of funds during 2006 were net income of $1.5 million, a net increase in deposits totaling $17.6 million, proceeds from Federal Home Loan Bank advances totaling $27.0 million, proceeds from the sale of foreclosed assets totaling $3.2 million and proceeds from the sales and maturities of securities totaling $5.5 million. The primary uses of funds in 2006 were for purchases of investments totaling $4.8 million, repayments of Federal Home Loan Bank advances totaling $32.0 million, and net loan originations and principal collections totaling $19.3 million.
The Bank’s primary sources of funds during 2005 were net income of $1.4 million, a net increase in deposits totaling $5.0 million, proceeds from Federal Home Loan Bank advances totaling $4.0 million, proceeds from the sale of foreclosed assets totaling $2.8 million and proceeds from the maturities of securities totaling $1.9 million. The primary uses of funds in 2005 were for purchases of investments of $8.4 million and repayments of Federal Home Loan Bank advances totaling $10.2 million.
Off-Balance Sheet Arrangements
At December 31, 2006, the total unused commercial and consumer lines of credit were $19.3 million. As of December 31, 2006, there were outstanding commitments under letters of credit of $10,000. At December 31, 2005, the total unused commercial and consumer lines of credit were $19.8 million. As of December 31, 2005 there were outstanding commitments under letters of credit of $64,000. The Company has no arrangements with any other entities that have or are reasonably likely to have a material effect on financial condition, changes in financial condition, revenues or expenses, results of operations, liquidity, capital expenditures or capital resources.
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Contractual Obligations
The Company has certain obligations and commitments to make future payments under contracts. At December 31, 2006, the aggregate contractual obligations and commitments are:
| | | | | | | | | | | | | | | | |
| | Payments Due by Period | |
| | Total | | Less than 1 year | | 1-3 years | | 3-5 years | | After 5 years | |
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| | (Dollars in Thousands) | |
Certificates of deposit | | $ | 112,804 | | $ | 82,717 | | $ | 22,277 | | $ | 7,810 | | $ | — | |
FHLB advances | | | 54,476 | | | 13,646 | | | 20,313 | | | 7,342 | | | 13,175 | |
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Total | | $ | 167,280 | | $ | 96,363 | | $ | 42,590 | | $ | 15,152 | | $ | 13,175 | |
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| | | | | | | | | | | | | | | | |
| | Amount of commitment expiration per period | |
| | Total | | Less than 1 year | | 1-3 years | | 3-5 years | | After 5 years | |
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| | (Dollars in Thousands ) | |
Commitments to grant loans | | $ | 1,648 | | $ | 1,648 | | $ | — | | $ | — | | $ | — | |
Unfunded commitments under HELOCs | | | 17,687 | | | 1,088 | | | 4,111 | | | 4,445 | | | 8,043 | |
Unfunded commitments under Commercial LOCs | | | 1,627 | | | 1,233 | | | 389 | | | 5 | | | — | |
Letters of credit | | | 10 | | | 10 | | | — | | | — | | | — | |
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Total | | $ | 20,972 | | $ | 3,979 | | $ | 4,500 | | $ | 4,450 | | $ | 8,043 | |
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Long-term obligations also include the liability under the Company’s Director Deferred Compensation Plans. See Note 15 in the Notes to Consolidated Financial Statements for additional information on the plans.
Capital
Consistent with its goals to operate a sound and profitable financial organization, Monarch actively seeks to maintain a “well capitalized” institution in accordance with regulatory standards. As of December 31, 2006, Monarch exceeded all capital requirements of the FDIC. Monarch’s regulatory capital ratios at that date were as follows: Tier 1 leverage capital 9.97%; Tier 1 risk-based capital 13.46%; and total risk-based capital, 14.44%. The regulatory capital requirements to be considered well capitalized are 5.0%, 6.0% and 10.0%, respectively. In 2007, management does not anticipate seeking additional capital. On January 24, 2006, management issued a press release announcing an intention to repurchase 270,000 of its outstanding shares in the open market in block trades or privately negotiated transactions. The repurchase program was effective January 30, 2006 and 177,300 shares were repurchased.
On February 15, 2007, the Board of Directors voted unanimously to approve a reverse merger transaction which would reduce the number of total shareholders below 300. The merger is expected to be completed in the fourth quarter of 2007 subject to regulatory, SEC and shareholder approval. As a result, if the reverse merger is completed, the Company intends to terminate the registration of its stock with the SEC and cause the stock to cease to be traded on the Nasdaq Capital Market. Additional information regarding the reverse merger is summarized in Note 20 – Subsequent Event in the audited consolidated financial report for 2006.
Impact of Inflation
The consolidated financial statements presented herein have been prepared in accordance with generally accepted accounting principles. These principles 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.
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Impact of Inflation, continued
Our primary assets and liabilities are monetary in nature. As a result, interest rates have a more significant impact on our performance than the effects of general levels of inflation. Interest rates, however, do not necessarily move in the same direction or with the same magnitude as the price of goods and services, since such prices are affected by inflation. In a period of rapidly rising interest rates, the liquidity and maturity structures of our assets and liabilities are critical to the maintenance of acceptable performance levels.
The principal effect of inflation, as distinct from levels of interest rates, on earnings is in the area of non-interest expense. Such expense items as employee compensation, employee benefits and occupancy and equipment costs may be subject to increases as a result of inflation. An additional effect of inflation is the possible increase in the dollar value of the collateral securing loans that we have made. We are unable to determine the extent, if any, to which properties securing our loans have appreciated in dollar value due to inflation.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk
Asset and Liability Management and Market Risk
Our Risk When Interest Rates Change. The rates of interest we earn on assets and pay on liabilities generally are established contractually for a period of time. Market interest rates change over time. Accordingly, our results of operations, like those of other financial institutions, are impacted by changes in interest rates and the interest rate sensitivity of our assets and liabilities. The risk associated with changes in interest rates and our ability to adapt to these changes is known as interest rate risk and is our most significant market risk.
How We Measure Our Risk of Interest Rate Changes. As part of our attempt to manage our exposure to changes in interest rates and comply with applicable regulations, we monitor our interest rate risk. In monitoring interest rate risk, we continually analyze and manage assets and liabilities based on their payment streams and interest rates, the timing of their maturities, and their sensitivity to actual or potential changes in market interest rates.
The Board of Directors sets and recommends the asset and liability policies of the Bank which are implemented by the asset and liability management committee. The asset and liability management committee is comprised of members of our senior management. The purpose of the asset and liability management committee is to communicate, coordinate and control asset/liability management consistent with our business plan and board approved policies. The asset and liability management committee establishes and monitors the volume and mix of assets and funding sources taking into account relative costs and spreads, interest rate sensitivity and liquidity needs.
The objectives are to manage assets and funding sources to produce results that are consistent with liquidity, capital adequacy, growth, risk and profitability goals. The asset and liability management committee generally meets on a monthly basis to review, among other things, economic conditions and interest rate outlook, current and projected liquidity needs and capital position, anticipated changes in the volume and mix of assets and liabilities and interest rate risk exposure limits versus current projections. The Chief Financial Officer is responsible for reviewing and reporting on the effects of the policy implementation and strategies to the Board of Directors, at least quarterly.
In order to manage our assets and liabilities and achieve the desired liquidity, credit quality, interest rate risk, profitability and capital targets, we have focused our strategies on:
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| • | originating shorter-term consumer loans, commercial construction and commercial permanent real estate loans for retention in our portfolio; |
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| • | selling a significant portion of the long-term, fixed rate residential mortgage loans we make; |
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| • | managing our deposits to establish stable deposit relationships with an emphasis on core, non-certificate deposits, supplementing these with brokered deposits, as appropriate; and |
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| • | maintaining longer-term borrowings at fixed interest rates to offset the negative impact of longer-term fixed rate loans in our loan portfolio. Future borrowings are expected to be short-term to reduce the average maturity of our borrowings. |
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At times, depending on the level of general interest rates, the relationship between long- and short-term interest rates, market conditions and competitive factors, the asset and liability management committee may determine to increase Monarch’s interest rate risk position somewhat in order to maintain the net interest margin. In addition, in an effort to manage our interest rate risk and liquidity, in 2006 and 2005 we sold $16.2 million and $25.4 million, respectively, of fixed-rate, one-to-four family mortgage loans in the secondary market. We expect to continue to sell a significant portion of our originated long term, fixed-rate, one-to-four family loans but may retain some portion of our 15 year and shorter, fixed-rate loans.
Monarch uses an internally generated model that uses scenario analysis to evaluate the IRR exposure of the Bank by estimating the sensitivity of the Bank’s portfolios of assets, liabilities, and off-balance sheet contracts to changes in market interest rates. The information presented in the following table presents the expected change in Monarch’s net portfolio value at December 31, 2006 that would occur upon an immediate change in interest rates.
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Change in Interest Rates Basis Points (“bp”) (Rate Shock in Rates) (1) | | Net Portfolio Value | | Net Portfolio Value as % of Present Value of Assets | |
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| | $ Amount | | $ Change | | % Change | | NPV Ratio | | Change | |
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+ 300 bp | | | | 33,457 | | | -10,386 | | | -24 | % | | 12.20 | % | | -278 bp | |
+ 200 bp | | | | 36,468 | | | -7,375 | | | -17 | % | | 13.03 | % | | - 195 bp | |
+100 bp | | | | 40,776 | | | -3,067 | | | -7 | % | | 14.22 | % | | -76 bp | |
0 bp | | | | 43,843 | | | | | | | | | 14.98 | % | | | |
-100 bp | | | | 44,628 | | | +785 | | | +2 | % | | 15.05 | % | | + 7 bp | |
-200 bp | | | | 44,474 | | | +631 | | | +1 | % | | 14.85 | % | | - 13 bp | |
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(1) | Assumes an instantaneous uniform change in interest rates at all maturities. |
Data from the model indicates that the Bank’s IRR level remains minimal.
As with any method of measuring interest rate risk, certain shortcomings are inherent in the method of analysis presented in the foregoing table. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable rate mortgage loans, have features which restrict changes in interest rates on a short-term basis and over the life of the asset. Further, if interest rates change, expected rates of prepayments on loans and early withdrawals from certificates could deviate significantly from those assumed in calculating the table.
The Bank, like other financial institutions, is affected by changes in market interest rates. Our net interest margin can change, either positively or negatively, as the result of increases or decreases in market interest rates. Some factors affecting net interest margin are outside of our control; market interest rates are but one factor affecting the Bank’s net interest margin. However, management has the ability, through its asset/liability management and pricing policies to affect the Bank’s net interest margin notwithstanding the level of market interest rates. The preceding table indicates the Bank’s net portfolio value will decrease in an increasing interest rate scenario and increase in a decreasing interest rate scenario. Management believes that its net interest margin will behave similarly.
If rising interest rates stifle loan demand or create additional competitive pressures in attracting and retaining deposits, the Bank’s desire for growth in total assets may cause management to alter its strategy that could negatively impact the net interest margin. The timing and magnitude of interest rate changes, as well as the sector affected (short-term vs. long-term) will have an impact on the Bank’s net interest margin.
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The following table provides information about the Company’s financial instruments that are sensitive to changes to interest rates as of December 31, 2006. The Company had no derivative instruments, or trading portfolio as of that date. The expected maturity date values for loans receivable, mortgage-backed securities and investment securities were calculated without adjusting the contractual maturity dates for expectations of repayments. Expected maturity date values for non-maturity, interest bearing deposits were based on the opportunity for repricing.
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| | Principal Amount Maturing In: | |
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| | 2007 | | 2008 | | 2009 | | 2010 | | 2011 | | 2012 and beyond | | Total | | Fair Value 12/31/2006 | |
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Rate-sensitive assets | | | | | | | | | | | | | | | | | | | | | | | | | |
Fed funds and overnight deposits | | $ | 7,864 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 7,864 | | $ | 7,864 | |
Average interest rate | | | 5.00 | % | | | | | | | | | | | | | | | | | | | | | |
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Securities | | $ | 3,494 | | $ | 3,449 | | $ | 2,990 | | $ | 404 | | $ | 1,952 | | $ | 1,741 | | $ | 14,030 | | $ | 13,934 | |
Average interest rate | | | 3.48 | % | | 4.32 | % | | 4.47 | % | | 4.09 | % | | 5.26 | % | | 5.89 | % | | | | | | |
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Gross loans | | $ | 16,951 | | $ | 7,152 | | $ | 13,026 | | $ | 15,652 | | $ | 25,928 | | $ | 154,153 | | $ | 232,862 | | $ | 232,512 | |
Average interest rate | | | 7.16 | % | | 7.41 | % | | 7.22 | % | | 6.87 | % | | 7.43 | % | | 7.06 | % | | | | | | |
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Rate-sensitive liabilities | | | | | | | | | | | | | | | | | | | | | | | | | |
Savings & interest-bearing demand deposits | | $ | 64,035 | | $ | — | | $ | — | | $ | — | | $ | — | | $ | — | | $ | 64,035 | | $ | 64,035 | |
Average interest rate | | | 1.34 | % | | | | | | | | | | | | | | | | | | | | | |
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Certificates of deposit | | $ | 82,720 | | $ | 15,425 | | $ | 6,849 | | $ | 3,009 | | $ | 4,801 | | $ | — | | $ | 112,804 | | $ | 112,660 | |
Average interest rate | | | 4.85 | % | | 4.37 | % | | 4.62 | % | | 4.66 | % | | 5.13 | % | | | | | | | | | |
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FHLB advances | | $ | 13,646 | | $ | 20,153 | | $ | 160 | | $ | 6,167 | | $ | 1,175 | | $ | 13,175 | | $ | 54,476 | | $ | 54,403 | |
Average interest rate | | | 5.79 | % | | 5.67 | % | | 5.64 | % | | 6.19 | % | | 5.40 | % | | 4.49 | % | | | | | | |
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ITEM 8. Financial Statements and Supplementary Data
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Monarch Community Bancorp, Inc. and Subsidiaries |
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Consolidated Financial Report December 31, 2006 |
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Monarch Community Bancorp, Inc. and Subsidiaries |
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Report of Independent Registered Public Accounting Firm
To the Board of Directors
Monarch Community Bancorp, Inc. and Subsidiaries
We have audited the accompanying consolidated balance sheet of Monarch Community Bancorp, Inc. and Subsidiaries as of December 31, 2006 and 2005, and the related consolidated statements of operations, stockholders’ equity, and cash flows for each year in the three-year period ended December 31, 2006. These consolidated financial statements are the responsibility of the Corporation’s management. Our responsibility is to express an opinion on these consolidated financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audits to obtain reasonable assurance about whether the consolidated financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the consolidated financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the consolidated financial position of Monarch Community Bancorp, Inc. and Subsidiaries as of December 31, 2006 and 2005, and the consolidated results of their operations and their cash flows for each year in the three-year period ended December 31, 2006, in conformity with accounting principles generally accepted in the United States of America.
Grand Rapids, Michigan
February 15, 2007
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Monarch Community Bancorp, Inc. and Subsidiaries |
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Consolidated Balance Sheet (000s omitted, except per share data) |
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| | December 31 | |
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| | 2006 | | 2005 | |
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Assets | | | | | | | |
Cash and due from banks | | $ | 7,433 | | $ | 9,298 | |
Federal Home Loan Bank overnight time and other interest bearing deposits | | | 7,864 | | | 6,988 | |
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Total cash and cash equivalents | | | 15,297 | | | 16,286 | |
Securities - Available for sale (Note 3) | | | 13,706 | | | 14,337 | |
Securities - Held to maturity (Note 3) | | | 228 | | | 247 | |
Other securities (Note 3) | | | 4,237 | | | 4,837 | |
Real estate investment - Limited partnership, at equity (Note 4) | | | 979 | | | 1,129 | |
Loans held for sale | | | 937 | | | 168 | |
Loans, net (Note 5) | | | 230,247 | | | 213,097 | |
Foreclosed assets, net (Note 7) | | | 1,680 | | | 2,811 | |
Premises and equipment (Note 8) | | | 5,261 | | | 5,706 | |
Goodwill (Note 2) | | | 9,606 | | | 9,606 | |
Core deposit (Note 2) | | | 1,092 | | | 1,384 | |
Other assets (Notes 6 and 11) | | | 6,717 | | | 7,460 | |
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|
| |
Total assets | | $ | 289,987 | | $ | 277,068 | |
| |
|
| |
|
| |
Liabilities and Stockholders’ Equity | | | | | | | |
Liabilities | | | | | | | |
Deposits (Note 9): | | | | | | | |
Noninterest-bearing | | $ | 15,733 | | $ | 14,837 | |
Interest-bearing | | | 176,839 | | | 159,878 | |
| |
|
| |
|
| |
Total deposits | | | 192,572 | | | 174,715 | |
Federal Home Loan Bank advances (Note 10) | | | 54,476 | | | 59,562 | |
Accrued expenses and other liabilities | | | 2,953 | | | 2,215 | |
| |
|
| |
|
| |
Total liabilities | | | 250,001 | | | 236,492 | |
Commitments and Contingencies(Note 12) | | | — | | | — | |
|
Stockholders’ Equity(Notes 13 and 14) | | | | | | | |
Common stock - $0.01 par value 20,000,000 shares authorized, 2,533,781 shares issued and outstanding at December 31, 2006 and 2,709,596 shares issued and outstanding at December 31, 2005 | | | 25 | | | 27 | |
Additional paid-in capital | | | 26,191 | | | 28,150 | |
Retained earnings | | | 15,319 | | | 14,401 | |
Accumulated other comprehensive loss | | | (63 | ) | | (155 | ) |
Unearned compensation (Notes 18 and 19) | | | (1,486 | ) | | (1,847 | ) |
| |
|
| |
|
| |
Total stockholders’ equity | | | 39,986 | | | 40,576 | |
| |
|
| |
|
| |
Total liabilities and stockholders’ equity | | $ | 289,987 | | $ | 277,068 | |
| |
|
| |
|
| |
See Notes to Consolidated Financial Statements.
53
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Consolidated Statement of Operations (000s omitted, except per share data) |
| | | | | | | | | | |
| | Year Ended December 31 | |
| |
| |
| | 2006 | | 2005 | | 2004 | |
| |
| |
| |
| |
Interest Income | | | | | | | | | | |
Loans, including fees | | $ | 16,107 | | $ | 14,258 | | $ | 13,074 | |
Investment securities | | | 800 | | | 704 | | | 621 | |
Federal funds sold and overnight deposits | | | 380 | | | 269 | | | 123 | |
| |
|
| |
|
| |
|
| |
Total interest income | | | 17,287 | | | 15,231 | | | 13,818 | |
Interest Expense | | | | | | | | | | |
Deposits (Note 9) | | | 5,418 | | | 3,337 | | | 2,710 | |
Federal Home Loan Bank advances | | | 3,189 | | | 3,230 | | | 3,463 | |
| |
|
| |
|
| |
|
| |
Total interest expense | | | 8,607 | | | 6,567 | | | 6,173 | |
| |
|
| |
|
| |
|
| |
Net Interest Income | | | 8,680 | | | 8,664 | | | 7,645 | |
Provision for Loan Losses (Note 5) | | | — | | | (385 | ) | | 4,875 | |
| |
|
| |
|
| |
|
| |
Net Interest Income After Provision for Loan Losses | | | 8,680 | | | 9,049 | | | 2,770 | |
Noninterest Income | | | | | | | | | | |
Fees and service charges | | | 2,195 | | | 2,034 | | | 1,933 | |
Loan servicing fees | | | 447 | | | 462 | | | 400 | |
Net gain on sale of loans | | | 362 | | | 562 | | | 865 | |
Net loss on sale of investment securities (Note 3) | | | (20 | ) | | — | | | (60 | ) |
Other income | | | 138 | | | 341 | | | 287 | |
| |
|
| |
|
| |
|
| |
Total noninterest income | | | 3,122 | | | 3,399 | | | 3,425 | |
Noninterest Expense | | | | | | | | | | |
Salaries and employee benefits (Note 15, 18 and 19) | | | 4,967 | | | 5,103 | | | 5,084 | |
Occupancy and equipment | | | 1,020 | | | 1,081 | | | 1,060 | |
Data processing | | | 704 | | | 689 | | | 622 | |
Mortgage banking | | | 382 | | | 438 | | | 385 | |
Professional services | | | 441 | | | 602 | | | 632 | |
Amortization of intangible assets (Note 2) | | | 291 | | | 369 | | | 329 | |
NOW account processing | | | 171 | | | 182 | | | 179 | |
ATM/Debit card processing | | | 233 | | | 221 | | | 219 | |
Repossessed property expense (Note 7) | | | 346 | | | 521 | | | 216 | |
Other general and administrative | | | 1,155 | | | 1,297 | | | 1,252 | |
| |
|
| |
|
| |
|
| |
Total noninterest expense | | | 9,710 | | | 10,503 | | | 9,978 | |
| |
|
| |
|
| |
|
| |
Income (Loss) - Before income taxes | | | 2,092 | | | 1,945 | | | (3,783 | ) |
Income Taxes (Note 11) | | | 544 | | | 505 | | | (1,272 | ) |
| |
|
| |
|
| |
|
| |
Net Income (Loss) | | $ | 1,548 | | $ | 1,440 | | $ | (2,511 | ) |
| |
|
| |
|
| |
|
| |
Earnings (Loss) Per Share (Note 1) | | | | | | | | | | |
Basic | | $ | 0.63 | | $ | 0.57 | | $ | (1.05 | ) |
Diluted | | $ | 0.63 | | $ | 0.57 | | $ | (1.05 | ) |
See Notes to Consolidated Financial Statements.
54
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Consolidated Statement of Stockholders' Equity |
(000s omitted, except per share data) |
| | | | | | | | | | | | | | | | | | | | | | |
| | Common Stock | | | | | | Accumulated Other Comprehensive Income (Loss) | | | | | | | |
| |
| | | | | | | | | | | | |
| | Number of Shares | | Amount | | Additional Paid in Capital | | Retained Earnings | | | Unearned Compensation | | Total | |
| |
| |
| |
| |
| |
| |
| |
| |
Balance - January 1, 2004 | | | 2,399 | | $ | 24 | | $ | 23,352 | | $ | 16,567 | | $ | 75 | | $ | (2,588 | ) | $ | 37,430 | |
| | | | | | | | | | | | | | | | | | | | | | |
Issuance of 310,951 shares of common stock at $14.75/share in connection with acquisition of MSB Financial, Inc. (Note 2) | | | 311 | | | 3 | | | 4,583 | | | | | | | | | | | | 4,586 | |
| | | | | | | | | | | | | | | | | | | | | | |
797 shares repurchased at $14.15/share | | | (1 | ) | | | | | (11 | ) | | | | | | | | | | | (11 | ) |
| | | | | | | | | | | | | | | | | | | | | | |
Issuance of 18,000 shares of common stock at $14.26/share awarded in connection with Restricted Stock Plan, net of forfeitures of 18,484 shares at $13/share | | | | | | — | | | 16 | | | | | | | | | (16 | ) | | — | |
| | | | | | | | | | | | | | | | | | | | | | |
Vesting of 17,040 restricted shares | | | | | | | | | | | | | | | | | | 221 | | | 221 | |
Allocation of ESOP shares (Note 18) | | | | | | | | | 119 | | | | | | | | | 185 | | | 304 | |
| | | | | | | | | | | | | | | | | | | | | | |
Comprehensive income: | | | | | | | | | | | | | | | | | | | | | | |
Net Loss | | | | | | | | | | | | (2,511 | ) | | | | | | | | (2,511 | ) |
Change in unrealized gain on securities available-for-sale, | | | | | | | | | | | | | | | (73 | ) | | | | | (73 | ) |
| | | | | | | | | | | | | | | | | | | |
|
| |
Total comprehensive income | | | | | | | | | | | | | | | | | | | | | (2,584 | ) |
Dividends paid ($0.20/share) | | | — | | | — | | | — | | | (527 | ) | | — | | | — | | | (527 | ) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balance - December 31, 2004 | | | 2,709 | | $ | 27 | | $ | 28,059 | | $ | 13,529 | | $ | 2 | | $ | (2,198 | ) | $ | 39,419 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Issuance of 4,000 shares of common stock at an average price of $11.57/share in connection with Restricted Stock Plan | | | 4 | | | | | | 46 | | | | | | | | | (46 | ) | | — | |
| | | | | | | | | | | | | | | | | | | | | | |
2,624 shares forfeited at average price of $12.27/share | | | (3 | ) | | | | | (32 | ) | | | | | | | | | | | (32 | ) |
Vesting of 16,018 restricted shares | | | | | | | | | | | | | | | | | | 212 | | | 212 | |
Allocation of ESOP shares (Note 18) | | | | | | | | | 77 | | | | | | | | | 185 | | | 262 | |
Comprehensive Income: | | | | | | | | | | | | | | | | | | | | | | |
Net Income | | | | | | | | | | | | 1,440 | | | | | | | | | 1,440 | |
Change in unrealized gain on securities available-for-sale, | | | | | | | | | | | | | | | (157 | ) | | | | | (157 | ) |
| | | | | | | | | | | | | | | | | | | |
|
| |
Total comprehensive income | | | | | | | | | | | | | | | | | | | | | 1,283 | |
Dividends paid ($0.21/share) | | | — | | | — | | | — | | | (568 | ) | | — | | | — | | | (568 | ) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balance - December 31, 2005 | | | 2,710 | | $ | 27 | | $ | 28,150 | | $ | 14,401 | | $ | (155 | ) | $ | (1,847 | ) | $ | 40,576 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Issuance of 3,884 shares of common stock at an average price of $12.03/share in connection with Restricted Stock Plan | | | 4 | | | | | | 47 | | | | | | | | | (47 | ) | | — | |
| | | | | | | | | | | | | | | | | | | | | | |
| | | | | | | | | | | | | | | | | | | | | | |
3,399 shares forfeited at average price of $11.42/share | | | (3 | ) | | | | | (39 | ) | | | | | | | | | | | (39 | ) |
Vesting of 16,811 restricted shares | | | | | | | | | | | | | | | | | | 223 | | | 223 | |
Allocation of ESOP shares (Note 18) | | | | | | | | | 56 | | | | | | | | | 185 | | | 241 | |
Repurchase of 177,300 shares | | | (177 | ) | | (2 | ) | | (2,108 | ) | | | | | | | | | | | (2,110 | ) |
Stock option expenses | | | | | | | | | 85 | | | | | | | | | | | | 85 | |
Comprehensive Income: | | | | | | | | | | | | | | | | | | | | | | |
Net Income | | | | | | | | | | | | 1,548 | | | | | | | | | 1,548 | |
Change in unrealized loss on securities available-for-sale, | | | | | | | | | | | | | | | 92 | | | | | | 92 | |
| | | | | | | | | | | | | | | | | | | |
|
| |
Total comprehensive income | | | | | | | | | | | | | | | | | | | | | 1,640 | |
Dividends paid ($0.24/share) | | | — | | | — | | | — | | | (630 | ) | | — | | | — | | | (630 | ) |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
Balance - December 31, 2006 | | | 2,534 | | $ | 25 | | $ | 26,191 | | $ | 15,319 | | $ | (63 | ) | $ | (1,486 | ) | $ | 39,986 | |
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
|
| |
| |
See Notes to Consolidated | 55 |
Financial Statements. | |
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Consolidated Statement of Cash Flows |
(000s omitted) |
| | | | | | | | | | |
| | Year Ended December 31 | |
| |
| |
| | 2006 | | 2005 | | 2004 | |
| |
| |
| |
| |
Cash Flows From Operating Activities | | | | | | | | | | |
Net income (loss) | | $ | 1,548 | | $ | 1,440 | | $ | (2,511 | ) |
Adjustments to reconcile net income (loss) to net cash provided by operating activities: | | | | | | | | | | |
Depreciation and amortization | | | 1,271 | | | 1,028 | | | 1,448 | |
Provision for loan loss | | | — | | | (385 | ) | | 4,875 | |
Stock dividends on other securities | | | — | | | (100 | ) | | (171 | ) |
Stock option expense | | | 85 | | | — | | | — | |
(Gain) loss on sale of foreclosed assets | | | 67 | | | (53 | ) | | (16 | ) |
Deferred income taxes | | | 264 | | | 323 | | | 599 | |
Mortgage loans originated for sale | | | (16,969 | ) | | (25,217 | ) | | (29,553 | ) |
Proceeds from sale of mortgage loans | | | 16,563 | | | 25,973 | | | 30,670 | |
Gain on sale of mortgage loans | | | (362 | ) | | (562 | ) | | (865 | ) |
(Gain) loss on sale of available for sale securities | | | 20 | | | — | | | 60 | |
(Gain) loss on sale of premises and equipment | | | — | | | (39 | ) | | — | |
Earned stock compensation | | | 464 | | | 474 | | | 525 | |
Net change in: | | | | | | | | | | |
Change in deferred loan fees | | | 48 | | | 168 | | | (333 | ) |
Accrued interest receivable | | | (164 | ) | | 79 | | | 229 | |
Other assets | | | 337 | | | (2,091 | ) | | 4,844 | |
Accrued expenses and other liabilities | | | 925 | | | 1,714 | | | (2,025 | ) |
| |
|
| |
|
| |
|
| |
Net cash provided by operating activities | | | 4,097 | | | 2,752 | | | 7,776 | |
Cash Flows From Investing Activities | | | | | | | | | | |
Activity in available-for-sale securities: | | | | | | | | | | |
Purchases | | | (4,755 | ) | | (8,408 | ) | | (8,545 | ) |
Proceeds from sale of securities | | | 2,543 | | | — | | | 16,946 | |
Proceeds from maturities of securities | | | 2,994 | | | 1,909 | | | 2,823 | |
Activity in held-to-maturity securities: | | | | | | | | | | |
Purchases | | | (7 | ) | | (17 | ) | | (21 | ) |
Proceeds from maturities of securities | | | — | | | — | | | 19 | |
Activity in other securities: | | | | | | | | | | |
Purchase of other securities | | | — | | | — | | | (18 | ) |
Redemption of other securities, at par | | | 600 | | | — | | | — | |
Loan originations and principal collections, net | | | (19,296 | ) | | 2,884 | | | (11,254 | ) |
Proceeds from sale of foreclosed assets | | | 3,196 | | | 2,810 | | | 3,819 | |
Proceeds on sale of premises and equipment | | | 30 | | | 345 | | | — | |
Purchase of premises and equipment | | | (113 | ) | | (129 | ) | | (373 | ) |
Acquisition, net of cash acquired (Note 2) | | | — | | | — | | | (13,192 | ) |
| |
|
| |
|
| |
|
| |
Net cash used in investing activities | | | (14,808 | ) | | (606 | ) | | (9,796 | ) |
Cash Flows From Financing Activities | | | | | | | | | | |
Net increase (decrease) in deposits | | | 17,587 | | | 5,316 | | | (9,723 | ) |
Repurchases of common stock | | | (2,149 | ) | | (32 | ) | | (11 | ) |
Dividends paid | | | (630 | ) | | (568 | ) | | (527 | ) |
Proceeds from FHLB advances | | | 27,000 | | | 4,000 | | | 4,000 | |
Repayment of FHLB advances | | | (32,086 | ) | | (10,225 | ) | | (3,401 | ) |
| |
|
| |
|
| |
|
| |
Net cash provided by (used in) financing activities | | | 9,722 | | | (1,509 | ) | | (9,662 | ) |
| |
|
| |
|
| |
|
| |
Net Increase (Decrease) in Cash and Cash Equivalents | | | (989 | ) | | 637 | | | (11,682 | ) |
Cash and Cash Equivalents- Beginning | | | 16,286 | | | 15,649 | | | 27,331 | |
| |
|
| |
|
| |
|
| |
Cash and Cash Equivalents- End | | $ | 15,297 | | $ | 16,286 | | $ | 15,649 | |
| |
|
| |
|
| |
|
| |
| |
See Notes to Consolidated | 56 |
Financial Statements. | |
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 1 - Summary of Significant Accounting Policies
| |
| Organization - Monarch Community Bancorp, Inc. (the Corporation) was incorporated in 2002 under Maryland law to hold all of the common stock of Monarch Community Bank (the Bank), formerly known as Branch County Federal Savings and Loan Association. Prior to August 29, 2002, the Bank was a federally chartered and insured mutual savings institution, which converted to a stock savings institution effective August 29, 2002. In connection with the conversion, on August 29, 2002, the Corporation sold 2,314,375 shares of its common stock in a subscription offering. Fifty percent of the net proceeds from this offering were used to purchase all of the shares of the common stock of the Bank. |
| |
| Monarch Community Bank provides a broad range of banking services to its primary market area of Branch, Calhoun and Hillsdale counties in Michigan. The Bank operates six full service offices and one drive-through only office. The Bank owns 100% of First Insurance Agency. The Bank also owns a 24.98% interest in a limited partnership formed to construct and operate multi-family housing units. |
| |
| Community Services Group, Inc. with assets totaling $996,000 has been dissolved as of April 30, 2006 with all assets being transferred to Monarch Community Bank resulting in no gain or loss on the dissolution. |
| |
| On June 3, 2006, the Corporation completed the conversion of the Bank from a federally chartered stock savings institution to a Michigan state chartered commercial bank. As a result of the conversion, the Corporation became a federal bank holding company regulated by the Board of Governors of the Federal Reserve and the Bank became regulated by the State of Michigan Office of Financial and Insurance Services (“OFIS”) and the Federal Deposit Insurance Corporation (“FDIC”). Prior to the conversion, both the Corporation and the Bank had been regulated by the Office of Thrift Supervision. |
| |
| Basis of Presentation and Consolidation - The consolidated financial statements include the accounts of Monarch Community Bancorp, Inc., Monarch Community Bank, and First Insurance Agency, Inc. All significant intercompany balances and transactions have been eliminated in consolidation. |
| |
| Use of Estimates - The accounting and reporting policies of the Corporation and its subsidiaries conform to accounting principles generally accepted in the United States of America. Management is required to make estimates and assumptions that affect the amounts reported in the financial statements and accompanying notes. Actual results could differ from these estimates and assumptions. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, identification and valuation of impaired loans, valuation of the mortgage servicing asset, valuation of intangible assets and the valuation of the other real estate. |
| |
| Significant Group Concentrations of Credit Risk - Most of the Corporation’s activities are with customers located within its primary market areas in Michigan. Note 3 summarizes the types of securities the Corporation invests in. Note 4 summarizes the Corporation’s investment in an unconsolidated partnership. Note 5 summarizes the types of lending that the Corporation engages in. The Corporation has a significant concentration of loans secured by residential real estate located in Branch, Calhoun and Hillsdale counties. |
57
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 1 - Summary of Significant Accounting Policies (Continued)
| |
| Cash and Cash Equivalents - For the purpose of the consolidated statement of cash flows, cash and cash equivalents include cash and balances due from banks, interest-bearing deposits and overnight time deposits with the Federal Home Loan Bank and fed funds sold. The Bank is required to maintain average balances on hand or with the Federal Reserve Bank. At December 31, 2006 and 2005, these reserve balances amounted to approximately $606,000 and $649,000, respectively. |
| |
| Securities - Debt securities that management has the positive intent and ability to hold to maturity are classified as “held to maturity” and recorded at amortized cost. Securities not classified as held to maturity or trading including equity securities with readily determinable fair values, are classified as “available for sale” and recorded at fair value, with unrealized gains and losses, net of deferred income taxes, excluded from earnings and reported in other comprehensive income. |
| |
| Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities. Declines in the fair value of held-to-maturity securities below their cost that are deemed to be other than temporary are reflected in earnings as realized losses. In estimating other-than-temporary impairment losses, management considers (1) the length of time and the extent to which the fair value has been less than cost, (2) the financial condition and near-term prospects of the issuer, and (3) the intent and ability of the Corporation to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value. Gains and losses on the sale of securities are recorded on the trade date and are determined using the specific identification method. |
| |
| Loans Held for Sale - Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value in the aggregate. Net unrealized losses, if any, are recognized in a valuation allowance by charges to income. |
| |
| Loans - The Corporation grants mortgage, commercial and consumer loans to customers. Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off 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. |
| |
| The accrual of interest on loans is discontinued at the time the loan is 90 days delinquent unless the credit is well-secured and in process of collection. In all cases, loans are placed on nonaccrual or charged-off at an earlier date if collection of principal or interest is considered doubtful. |
| |
| All interest accrued but not collected for loans that are placed on nonaccrual or charged off 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. |
58
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 1 - Summary of Significant Accounting Policies (Continued)
| |
| 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 uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance. |
| |
| The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. |
| |
| The allowance consists of specific, general and unallocated components. The specific components relate to loans that are classified as either doubtful, substandard or special mention. For such loans that are also classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower that the carrying value of that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for qualitative factors. The 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 losses in the portfolio. |
| |
| A loan is considered impaired when, based on current information and events, it is probable that the Corporation 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 length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate, the loan’s obtainable market price, or the fair value of the collateral if the loan is collateral dependent. |
| |
| Large groups of homogeneous loans are collectively evaluated for impairment. Accordingly, the Corporation does not separately identify individual consumer and residential loans for impairment disclosures. |
| |
| Servicing - Servicing assets are recognized as separate assets when rights are acquired through purchase or through sale of financial assets. Capitalized servicing rights are reported in other assets and are amortized into noninterest expense in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets. Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to amortized cost. |
59
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 1 - Summary of Significant Accounting Policies (Continued)
| |
| Impairment is determined by stratifying rights by predominant characteristics, such as interest rates and terms. Fair value is determined using prices for similar assets with similar characteristics, when available, or based upon discounted cash flows using market-based assumptions. Impairment is recognized through a valuation allowance for an individual stratum, to the extent that fair value is less than the capitalized amount for the stratum. |
| |
| Credit Related Financial Instruments - In the ordinary course of business, the Corporation has entered into commitments to extend credit, including commitments under commercial letters of credit and standby letters of credit. Such financial instruments are recorded when they are funded. |
| |
| Foreclosed Assets - Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value at the date of the foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of carrying amount or fair value less estimated selling expenses, which consist primarily of commissions that will be paid to an independent real estate agent upon sale of the property. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from foreclosed assets. |
| |
| Premises and Equipment - Land is carried at cost. Buildings and equipment are carried at cost, less accumulated depreciation computed on the straight-line method over the estimated useful lives of the assets. |
| |
| Goodwill and Other Intangible Assets – Goodwill represents the excess of the cost of an acquisition over the fair value of net identifiable tangible and intangible assets acquired. Under the provisions of SFAS 142, goodwill is no longer amortized into the income statement over an estimated life, but rather is tested at least annually for impairment. Impairment of goodwill is evaluated by reporting unit and is based on a comparison of the recorded balance of goodwill to the applicable market value or discounted cash flows. To the extent that impairment may exist, the current carrying amount is reduced by the estimated shortfall. |
| |
| Intangible assets which have finite lives are amortized over their estimated useful lives and are subject to impairment testing. |
| |
| Income Taxes - Deferred income tax assets and liabilities are determined using the liability (or balance sheet) method. Under this method, the net deferred tax asset or liability is determined based on the tax effects of the various temporary differences between the book and tax bases of the various balance sheet assets and liabilities and gives current recognition to changes in tax rates and laws. |
| |
| Comprehensive Income - Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet. Such items, along with net income, are components of comprehensive income. |
60
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 1 - Summary of Significant Accounting Policies (Continued)
| |
| The components of other comprehensive income and related tax effects are as follows (000s omitted): |
| | | | | | | | | | | |
| | | 2006 | | 2005 | | 2004 | |
| | |
| |
| |
| |
| | | | | | | | | | | |
| Change in unrealized holding gain (loss) on available-for-sale securities | | $ | 118 | | $ | (236 | ) | $ | (170 | ) |
| Reclassification adjustment for losses (gains) realized in income | | | 20 | | | — | | | 60 | |
| | |
|
| |
|
| |
|
| |
| Net unrealized gains (losses) | | $ | 138 | | $ | (236 | ) | $ | (110 | ) |
| Tax effect | | | (46 | ) | | 79 | | | 37 | |
| | |
|
| |
|
| |
|
| |
| | | | | | | | | | | |
| Net-of-tax amount | | $ | 92 | | $ | (157 | ) | $ | (73 | ) |
| | |
|
| |
|
| |
|
| |
| |
| Earnings (Loss) Per Common Share - Basic earnings per share represents income available to common stockholders divided by the weighted-average number of common shares outstanding during the period. Diluted earnings per share reflects additional common shares that would have been outstanding if dilutive potential common shares had been issued, as well as any adjustments to income that would result from the assumed issuance. Potential common shares that may be issued by the Corporation relate to outstanding stock options and Recognition and Retention Plan shares, and are determined using the treasury stock method. |
61
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 1 - Summary of Significant Accounting Policies (Continued)
| |
| A reconciliation of the numerators and denominators used in the computation of the basic earnings (loss) per share and diluted earnings (loss) per share is presented below (000s omitted except per share data): |
| | | | | | | | | | | |
| | | 2006 | | 2005 | | 2004 | |
| | |
| |
| |
| |
| Basic earnings (loss) per share | | | | | | | | | | |
| Numerator: | | | | | | | | | | |
| Net income (loss) | | $ | 1,548 | | $ | 1,440 | | $ | (2,511 | ) |
| | |
|
| |
|
| |
|
| |
| | | | | | | | | | | |
| Denominator: | | | | | | | | | | |
| Weighted average common shares outstanding | | | 2,626 | | | 2,709 | | | 2,619 | |
| Less: Average unallocated ESOP shares | | | (111 | ) | | (130 | ) | | (148 | ) |
| Less: Average non-vested RRP shares | | | (49 | ) | | (59 | ) | | (73 | ) |
| | |
|
| |
|
| |
|
| |
| Weighted average common shares outstanding for basic earnings (loss) per share | | | 2,466 | | | 2,520 | | | 2,398 | |
| | |
|
| |
|
| |
|
| |
| | | | | | | | | | | |
| Basic earnings (loss) per share | | $ | 0.63 | | $ | 0.57 | | $ | (1.05 | ) |
| | |
|
| |
|
| |
|
| |
| Diluted earnings (loss) per share | | | | | | | | | | |
| Numerator: | | | | | | | | | | |
| Net income (loss) | | $ | 1,548 | | $ | 1,440 | | $ | (2,511 | ) |
| | |
|
| |
|
| |
|
| |
| | | | | | | | | | | |
| Denominator: | | | | | | | | | | |
| | | | | | | | | | | |
| Weighted average common shares outstanding for basic earnings (loss) per share | | | 2,466 | | | 2,520 | | | 2,398 | |
| Add: Dilutive effects of assumed exercises of stock options | | | — | | | — | | | — | |
| Add: Dilutive effects of average non-vested RRP shares | | | — | | | — | | | — | |
| | |
|
| |
|
| |
|
| |
| Weighted average common shares and dilutive potential common shares outstanding | | | 2,466 | | | 2,520 | | | 2,398 | |
| | |
|
| |
|
| |
|
| |
| | | | | | | | | | | |
| Diluted earnings (loss) per share | | $ | 0.63 | | $ | 0.57 | | $ | (1.05 | ) |
| | |
|
| |
|
| |
|
| |
| |
| At December 31, 2006, stock options not considered in computing diluted earnings per share because they were antidilutive totaled 191,547 and non-vested RRP shares not considered in computing diluted earnings per share because they were antidilutive totaled 42,706. At December 31, 2005, there were 185,487 antidilutive stock options and 55,633 non-vested RRP shares. At December 31, 2004, there were 192,000 antidilutive stock options and 68,000 non-vested RRP shares. |
62
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Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 1 - Summary of Significant Accounting Policies (Continued)
| |
| Employee Stock Ownership Plan (ESOP) - Compensation expense is recognized as ESOP shares are committed to be released. Allocated and committed to be released ESOP shares are considered outstanding for earnings per share calculation based on debt service payments. Other ESOP shares are excluded from earnings per share calculation. Dividends declared on allocated ESOP shares are charged to retained earnings. Dividends declared on unallocated ESOP shares are used for debt service. The Corporation has committed to make contributions to the ESOP sufficient to service the debt to the extent not paid through dividends. The cost of unearned shares to be allocated to ESOP participants for future services not yet performed is reflected as a reduction of stockholders’ equity. |
| |
| Stock Based Compensation – SFAS No. 123(R) requires all public companies to measure the cost for stock options provided to employees in return for employee service. The cost is measured at the fair value of the options granted and recognized over the employee service period, which is usually the vesting period for the options. As amended, this statement became effective for the Corporation’s fiscal year beginning January 1, 2006. The effect on the Corporation’s net income will depend on the level of future option grants and the calculation of the fair value of the options granted, as well as the vesting periods provided. |
| |
| The Corporation adopted the modified prospective method as required by SFAS 123(R) which requires companies to expense the fair value of new stock option awards as well as the fair value of all unvested options outstanding at December 31, 2005 over the vesting period. Total compensation cost related to stock options was $85,000 in 2006 with no compensation cost recognized in 2005 or 2004. Options granted in 2006 under the fair value method had an exercise price equal to the market price of the underlying common stock at the date of the grant. Had compensation cost for stock options been measured using the fair value method, the Corporation’s net income and basic and diluted earnings per share would have been the pro forma amounts indicated below (000s omitted except per share data): |
| | | | | | | | | | | |
| | | 2006 | | 2005 | | 2004 | |
| | |
| |
| |
| |
| | | | | | | | | | | |
| As reported net income (loss) | | $ | 1,548 | | $ | 1,440 | | $ | (2,511 | ) |
| Stock option expenses | | | 85 | | | — | | | — | |
| Less: additional stock-based compensation determined under the fair value method, net of tax | | | (85 | ) | | (85 | ) | | (63 | ) |
| | |
|
| |
|
| |
|
| |
| | | $ | 1,548 | | $ | 1,355 | | $ | (2,574 | ) |
| | |
|
| |
|
| |
|
| |
| As reported earnings (loss) per share | | $ | 0.63 | | $ | 0.57 | | $ | (1.05 | ) |
| Proforma earnings (loss) per share | | $ | 0.63 | | $ | 0.54 | | $ | (1.07 | ) |
| As reported earnings (loss) per diluted share | | $ | 0.63 | | $ | 0.57 | | $ | (1.05 | ) |
| Proforma earnings (loss) per diluted share | | $ | 0.63 | | $ | 0.54 | | $ | (1.07 | ) |
| |
| Compensation expense in the pro forma disclosures is not indicative of future amounts, as options vest over several years and additional grants are generally made each year. |
63
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 1 - Summary of Significant Accounting Policies (Continued)
| |
| Stock Based Compensation, continued - Under APB Opinion No. 25, because the exercise price of the Corporation’s stock option grants equal the market price of the underlying stock on the date of the grant, no compensation cost was recognized prior to January 1, 2006. Compensation expense in the pro forma disclosures is not indicative of future amounts, as options vest over several years and additional grants are generally made each year. |
| |
| Recent Accounting Pronouncements – In 2006, the FASB issued SFAS No. 157 “Fair Value Measurements”. This statement clarifies the definition of fair value, establishes a framework for measuring fair value, and expands the disclosures on fair value measurements. It applies under other accounting pronouncements that require or permit fair value measurements and does not require any new fair value measurements. SFAS No. 157 is effective for fiscal years beginning after November 15, 2007. The Corporation has not determined the impact the adoption of SFAS No. 157 will have on the financial statements. |
| |
| In July 2006, the FASB issued Interpretation No. 48, “Accounting for Uncertainty in Income Taxes- An Interpretation of SFAS No. 109” (“FIN 48”) to clarify the accounting for uncertainty in tax positions. FIN 48 requires, among other matters, that the Corporation recognize in its financial statements the impact of a tax position, if that position is more likely than not of being sustained on audit, based on the technical merits of the position. The provisions of FIN 48 are effective as of the beginning of the Corporation’s 2007 fiscal year, with any cumulative effect of the change in accounting principle recorded as an adjustment to opening retained earnings. The Corporation is currently evaluating the impact of adopting FIN 48 on the financial statements. |
| |
| In 2006, the FASB issued SFAS No. 158 “Accounting for Defined Benefit Pension and Other Postretirement Plans”. This statement requires balance sheet recognition of the funded status of a defined benefit plan. It also requires that changes in the funded status be recognized through comprehensive income and expands disclosures. Additionally, SFAS No. 158 requires employers to measure the funded status of a plan as of the date of its year-end balance sheet, which is a change from the Corporation’s present measurement date of December 31. |
| |
| The recognition and disclosures under SFAS No. 158 are required as of the end of the fiscal year ending after December 15, 2006 while the new measurement date is effective for fiscal years ending after December 15, 2008. The Corporation does not expect a material impact of SFAS No. 158 on its financial statements. |
64
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 1 - Summary of Significant Accounting Policies (Continued)
| |
| Supplemental Cash Flow Information (000s omitted) |
| | | | | | | | | | | |
| | | December 31, | |
| | |
| |
| | | 2006 | | 2005 | | 2004 | |
| | |
| |
| |
| |
| | | | | | | | | | | |
| Cash paid (received) for: | | | | | | | | | | |
| Interest | | $ | 8,491 | | $ | 6,470 | | $ | 6,115 | |
| Income taxes | | $ | (1,122 | ) | $ | (63 | ) | $ | (315 | ) |
| | | | | | | | | | | |
| Noncash investing activities - - | | | | | | | | | | |
| Loans transferred to real estate owned | | $ | 2,097 | | $ | 3,608 | | $ | 2,221 | |
| Issuance of common stock in connection with the 2003 Recognition and Retention Plan | | $ | 47 | | $ | 46 | | $ | 16 | |
| Issuance of common stock in connection with the acquisition of MSB Financial, Inc. | | $ | — | | $ | — | | $ | 4,586 | |
| |
| Reclassifications- Certain prior year amounts have been reclassified to conform with current year presentation. |
Note 2 - Acquisition
| |
| On April 15, 2004 the Corporation completed its acquisition of MSB Financial, Inc., parent company of Marshall Savings Bank. On June 7, 2004 Marshall Savings Bank was merged with and into Monarch Community Bank. The acquisition was accounted for using the purchase method of accounting, and accordingly, the purchase price was allocated to the assets purchased and the liabilities assumed based upon the estimated fair values at the date of acquisition. |
| |
| The aggregate purchase price was $24,922,000, including $679,000 of acquisition costs. The Corporation issued a total of 310,951 shares of its common stock and paid $19.7 million in cash to former MSB Financial stockholders. The cash paid in the transaction came from the Corporation’s existing liquidity. |
65
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 2 - Acquisition (Continued)
| |
| The following table summarizes the estimated fair values of the assets acquired and liabilities assumed at the date of acquisition (000s omitted): |
| | | | |
Cash and cash equivalents | | $ | 7,144 | |
Other securities | | | 1,500 | |
Loans, net | | | 73,793 | |
Premises and equipment | | | 2,452 | |
Core deposits | | | 2,081 | |
Goodwill | | | 9,606 | |
Other assets | | | 9,861 | |
| |
|
| |
Total assets acquired | | | 106,437 | |
| |
|
| |
| | | | |
Deposits | | | 70,216 | |
Federal Home Loan Bank advances | | | 8,002 | |
Other liabilities | | | 3,297 | |
| |
|
| |
Total liabilities assumed | | | 81,515 | |
| |
|
| |
Net assets acquired | | $ | 24,922 | |
| |
|
| |
| |
| The purchase accounting fair value adjustments are being amortized under various methods and over lives of the corresponding assets and liabilities. Goodwill recorded for the acquisition amounted to $9.6 million. |
| |
| A Core Deposit Intangible of $2.1 million was recorded as part of the acquisition and is being amortized on an accelerated basis over a period of 9.5 years. Amortization for the years ended December 31, 2006, 2005 and 2004 was $291,000, $369,000 and $329,000, respectively. Accumulated amortization through December 31, 2006 is $989,000. The estimated amortization expense for the next five years is as follows (000s omitted): |
| | | | |
| | Year Ending December 31 | |
| |
| |
2007 | | $ | 230 | |
2008 | | | 181 | |
2009 | | | 149 | |
2010 | | | 142 | |
2011 | | | 142 | |
Thereafter | | | 248 | |
| |
|
| |
Total | | $ | 1,092 | |
| |
|
| |
66
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 2 - Acquisition (Continued)
| |
| The following pro forma disclosures, including the effect of the purchase accounting adjustments, depict the results of operations as though the merger had taken place at the beginning of each period. |
| | | | |
| | 2004 | |
| |
| |
| | | | |
Net interest income | | $ | 3,698 | |
Noninterest income | | | 3,874 | |
| |
|
| |
Total income | | | 7,572 | |
| | | | |
Net income (loss) | | $ | (4,102 | ) |
| |
|
| |
| | | | |
Basic earnings per share | | $ | (1.71 | ) |
Diluted earnings per share | | $ | (1.71 | ) |
| |
| MSB Financial was acquired to expand our geographic presence into Calhoun County, Michigan. The 2004 operations include the results of operations for MSB Financial, Inc. beginning on April 16, 2004. |
67
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 3 - Securities
| |
| The amortized cost and fair value of securities, with gross unrealized gains and losses, follows (000s omitted): |
| | | | | | | | | | | | | | |
| | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Estimated Market Value | |
| | |
| |
| |
| |
| |
| 2006 | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | |
| Available-for-sale securities: | | | | | | | | | | | | | |
| U.S. government agency obligations | | $ | 10,730 | | $ | 12 | | $ | (116 | ) | $ | 10,626 | |
| Mortgage-backed securities | | | 1,108 | | | — | | | (26 | ) | | 1,082 | |
| Obligations of states and political subdivisions | | | 1,964 | | | 39 | | | (5 | ) | | 1,998 | |
| | |
|
| |
|
| |
|
| |
|
| |
| Total available-for-sale securities | | $ | 13,802 | | $ | 51 | | $ | (147 | ) | $ | 13,706 | |
| | |
|
| |
|
| |
|
| |
|
| |
| Held-to-maturity securities: | | | | | | | | | | | | | |
| Municipal security | | $ | 228 | | $ | — | | $ | — | | $ | 228 | |
| | |
|
| |
|
| |
|
| |
|
| |
| | | | | | | | | | | | | | |
| 2005 | | | | | | | | | | | | | |
|
| | | | | | | | | | | | | |
| Available-for-sale securities: | | | | | | | | | | | | | |
| U.S. government agency obligations | | $ | 11,961 | | $ | — | | $ | (188 | ) | $ | 11,773 | |
| Mortgage-backed securities | | | 1,317 | | | — | | | (39 | ) | | 1,278 | |
| Obligations of states and political subdivisions | | | 1,293 | | | — | | | (7 | ) | | 1,286 | |
| | |
|
| |
|
| |
|
| |
|
| |
| Total available-for-sale securities | | $ | 14,571 | | $ | — | | $ | (234 | ) | $ | 14,337 | |
| | |
|
| |
|
| |
|
| |
|
| |
| Held-to-maturity securities: | | | | | | | | | | | | | |
| Municipal security | | $ | 247 | | $ | — | | $ | (11 | ) | $ | 236 | |
| | |
|
| |
|
| |
|
| |
|
| |
68
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Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 3 - Securities (Continued)
| |
| The amortized cost and estimated market values of securities at December 31, 2006, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because issuers will have the right to call or prepay obligations with or without call or prepayment penalties (000s omitted): |
| | | | | | | | | | | | | | |
| | | Held to Maturity | | Available for Sale | |
| | |
| |
| |
| | | Amortized Cost | | Market Value | | Amortized Cost | | Market Value | |
| | |
| |
| |
| |
| |
| Due in one year or less | | $ | — | | $ | — | | $ | 3,494 | | $ | 3,452 | |
| Due in one through five years | | | — | | | — | | | 7,687 | | | 7,620 | |
| Due after five years through ten years | | | — | | | — | | | 1,338 | | | 1,372 | |
| Due after ten years | | | 228 | | | 228 | | | 175 | | | 180 | |
| | |
|
| |
|
| |
|
| |
|
| |
| Total | | $ | 228 | | $ | 228 | | | 12,694 | | | 12,624 | |
| | |
|
| |
|
| | | | | | | |
| Mortgage-backed securities | | | | | | | | | 1,108 | | | 1,082 | |
| | | | | | | | |
|
| |
|
| |
| Total available-for-sale securities | | | | | | | | $ | 13,802 | | $ | 13,706 | |
| | | | | | | | |
|
| |
|
| |
| |
| For the years ended December 31, 2006, 2005, and 2004, proceeds from sales of securities available for sale amounted to $2,543,000, $0, and $16,946,000, respectively. Gross realized gains amounted to $0, $0, and $17,000, respectively. Gross realized losses amounted to $20,000, $0, and $77,000, respectively. The tax benefit (provision) applicable to these net realized gains and losses amounted to $6,000, $0, and $20,000, respectively. |
69
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Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 3 - Securities (Continued)
Information pertaining to securities with gross unrealized losses at December 31, 2006 and 2005, aggregated by investment category and length of time that individual securities have been in a continuous loss position, follows:
| | | | | | | | | | | | | |
| | Less than Twelve Months | | Twelve Months and Over | |
| |
| |
| |
2006 | | Gross Unrealized Losses | | Estimated Market Value | | Gross Unrealized Losses | | Estimated Market Value | |
| |
| |
| |
| |
| |
Available-for-sale securities: | | | | | | | | | | | | | |
U.S. government agency obligations | | $ | — | | $ | — | | $ | 116 | | $ | 8,370 | |
Mortgage-backed securities | | | — | | | — | | | 26 | | | 1,082 | |
Obligations of states and political subdivisions | | | — | | | — | | | 5 | | | 446 | |
| |
|
| |
|
| |
|
| |
|
| |
Total available-for-sale securities | | $ | — | | $ | — | | $ | 147 | | $ | 9,898 | |
| |
|
| |
|
| |
|
| |
|
| |
Held-to-maturity securities: | | | | | | | | | | | | | |
Municipal security | | $ | — | | $ | — | | $ | — | | $ | — | |
| |
|
| |
|
| |
|
| |
|
| |
| | | | | | | | | | | | | |
2005 | | | | | | | | | | | | | |
| | | | | | | | | | | | | |
Available-for-sale securities: | | | | | | | | | | | | | |
U.S. government agency obligations | | $ | 102 | | $ | 8,376 | | $ | 86 | | $ | 3,397 | |
Mortgage-backed securities | | | 39 | | | 1,278 | | | — | | | — | |
Obligations of states and political subdivisions | | | 7 | | | 1,286 | | | — | | | — | |
| |
|
| |
|
| |
|
| |
|
| |
Total available-for-sale securities | | $ | 148 | | $ | 10,940 | | $ | 86 | | $ | 3,397 | |
| |
|
| |
|
| |
|
| |
|
| |
Held-to-maturity securities: | | | | | | | | | | | | | |
Municipal security | | $ | 11 | | $ | 236 | | $ | — | | $ | — | |
| |
|
| |
|
| |
|
| |
|
| |
Management evaluates securities for other-than-temporary impairment on a periodic basis as economic or market concerns warrant such evaluation. Consideration is given to the length of time the security has been in a loss position, the financial condition and near-term prospects of the issuer and the intent and ability of the Corporation to retain its investment in the issuer to allow for recovery of fair value.
Other securities, consisting primarily of restricted Federal Home Loan Bank stock, are recorded at cost, which approximates market value.
70
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Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 4 - Real Estate Investment - Limited Partnership
In June of 2001, the Corporation acquired a 24.98% interest in a limited partnership formed to construct and operate multi-family housing units. All income, expenses and tax credits will be allocated to the Corporation based upon ownership percentage. The Corporation accounts for the investment in the limited partnership using the equity method. The Corporation as an investor is able to exercise influence over operating and financial policies of the management through provisions of the partnership agreement that require a majority approval of the limited partners. At such time the project is sold, the limited partners will receive a share of the net proceeds proportionate to the limited partners outstanding capital balance. Under the terms of the limited partnership agreement, the Corporation has made a total capital contribution of approximately $1,500,000, in cash, and is allocated tax losses and affordable housing federal income tax credits.
The Corporation as an investor is able to exercise influence over operating and financial policies of the management through provisions of the partnership agreement that require a majority approval of the limited partners. At such time the project is sold, the limited partners will receive a share of the net proceeds proportionate to the limited partners outstanding capital balance. Under the terms of the limited partnership agreement, the Corporation has made a total capital contribution of approximately $1,500,000, in cash, and is allocated tax losses and affordable housing federal income tax credits.
The Corporation has recorded an estimate of the tax credit through December 31, 2006. The Corporation’s share of tax credits generated by the investee partnership approximated $191,000, in 2006, 2005, and 2004.
71
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 5 - Loans
A summary of the balances of loans follows (000s omitted):
| | | | | | | |
| | December 31, | |
| |
| |
| | 2006 | | 2005 | |
| |
| |
| |
| | | | | | | |
Mortgage loans on real estate: | | | | | | | |
One-to-four family | | $ | 140,374 | | $ | 139,636 | |
Multi-family | | | 7,511 | | | 3,534 | |
Commercial | | | 41,079 | | | 34,721 | |
Construction or land development | | | 9,529 | | | 5,415 | |
| |
|
| |
|
| |
| | | | | | | |
Total real estate loans | | | 198,493 | | | 183,306 | |
| | | | | | | |
Consumer loans: | | | | | | | |
Automobile | | | 1,509 | | | 2,447 | |
Home equity | | | 19,077 | | | 16,170 | |
Manufactured housing | | | 495 | | | 576 | |
Other | | | 7,083 | | | 7,799 | |
| |
|
| |
|
| |
| | | | | | | |
Total consumer loans | | | 28,164 | | | 26,992 | |
| | | | | | | |
Commercial business loans | | | 6,205 | | | 6,364 | |
| |
|
| |
|
| |
| | | | | | | |
Subtotal | | | 232,862 | | | 216,662 | |
|
Less: Allowance for loan losses | | | 2,024 | | | 2,925 | |
Net deferred loan fees | | | 591 | | | 640 | |
| |
|
| |
|
| |
Loans, net | | $ | 230,247 | | $ | 213,097 | |
| |
|
| |
|
| |
72
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 5 - Loans (Continued)
The following is an analysis of the allowance for loan losses:
| | | | | | | | | | |
| | December 31, | |
| |
| |
| | 2006 | | 2005 | | 2004 | |
| |
| |
| |
| |
| | | | | | | | | | |
Balance - Beginning | | $ | 2,925 | | $ | 6,420 | | $ | 2,618 | |
Allowance acquired in acquisition | | | — | | | — | | $ | 513 | |
Provision for loan losses | | | — | | | (385 | ) | | 4,875 | |
Loans charged-off | | | (1,185 | ) | | (3,443 | ) | | (1,862 | ) |
Recoveries of loans previously charged off | | | 284 | | | 333 | | | 276 | |
| |
|
| |
|
| |
|
| |
| | | | | | | | | | |
Balance - Ending | | $ | 2,024 | | $ | 2,925 | | $ | 6,420 | |
| |
|
| |
|
| |
|
| |
The following is a summary of information pertaining to impaired loans (000s omitted):
| | | | | | | |
| | December 31, | |
| |
| |
| | 2006 | | 2005 | |
| |
| |
| |
Impaired loans with a valuation allowance | | $ | 1,668 | | $ | 2,570 | |
| |
|
| |
|
| |
Valuation allowance related to impaired loans | | $ | 342 | | $ | 670 | |
| |
|
| |
|
| |
Total non-accrual loans | | $ | 468 | | $ | 811 | |
| |
|
| |
|
| |
Total loans past-due ninety days or more and still accruing | | $ | — | | $ | — | |
| |
|
| |
|
| |
There are no impaired loans without a valuation allowance as of December 31, 2006 and 2005. The following is a summary of our average investment in impaired loans (000s omitted):
| | | | | | | | | | |
| | December 31, | |
| |
| |
| | 2006 | | 2005 | | 2004 | |
| |
| |
| |
| |
| | | | | | | | | | |
Average investment in impaired loans | | $ | 2,709 | | $ | 4,177 | | $ | 4,905 | |
| |
|
| |
|
| |
|
| |
Interest income recognized on impaired loans was not significant for the years ended December 31, 2006, 2005, and 2004. No additional funds are committed to be advanced in connection with impaired loans.
73
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 6 - Servicing
Loans serviced for others are not included in the accompanying consolidated balance sheets. The unpaid principal balances of mortgage loans serviced for others were $176,566,000 and $184,370,000 at December 31, 2006 and 2005, respectively.
The fair value of mortgage servicing rights approximates $1,636,000 and $1,522,000 at December 31, 2006 and 2005, respectively. The fair value was determined by discounting estimated net future cash flows from mortgage servicing activities using an 8.50% discount rate and estimated prepayment speeds of 8.8 to 11.6 based on current Freddie Mac experience as well as Freddie Mac projections of slower prepayment speeds due to rising interest rates. The impairment valuation allowance is $0 as of December 31, 2006, 2005, and 2004. There has been no activity in the impairment valuation allowance during the years ended December 31, 2006, 2005, and 2004.
The following summarizes mortgage servicing rights capitalized and amortized (000s omitted):
| | | | | | | | | | |
| | December 31, | |
| |
| |
| | 2006 | | 2005 | | 2004 | |
| |
| |
| |
| |
Mortgage servicing rights - Beginning | | $ | 1,358 | | $ | 1,539 | | $ | 667 | |
Mortgage servicing rights acquired in acquisition | | | — | | | — | | | 940 | |
Mortgage servicing rights capitalized | | | 153 | | | 257 | | | 316 | |
Mortgage servicing rights scheduled amortization and direct writedown for loan payoffs | | | (382 | ) | | (438 | ) | | (384 | ) |
| |
|
| |
|
| |
|
| |
| | | | | | | | | | |
Mortgage servicing rights - Ending | | $ | 1,129 | | $ | 1,358 | | $ | 1,539 | |
| |
|
| |
|
| |
|
| |
74
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 7 - Foreclosed and Repossessed Assets
Foreclosed assets consisted of the following (000s omitted):
| | | | | | | |
| | December 31, | |
| |
| |
| | 2006 | | 2005 | |
| |
| |
| |
| | | | | | | |
Real estate owned | | $ | 785 | | $ | 1,462 | |
Real estate in judgment and subject to redemption | | | 895 | | | 1,349 | |
| |
|
| |
|
| |
|
Total | | $ | 1,680 | | $ | 2,811 | |
| |
|
| |
|
| |
Expenses applicable to foreclosed and repossessed assets include the following (000s omitted):
| | | | | | | | | | |
| | December 31, | |
| |
| |
| | 2006 | | 2005 | | 2004 | |
| |
| |
| |
| |
| | | | | | | | | | |
Net loss (gain) on sales of real estate | | $ | 67 | | $ | (53 | ) | $ | (16 | ) |
Operating expenses | | | 346 | | | 521 | | | 216 | |
| |
|
| |
|
| |
|
| |
| | | | | | | | | | |
Total | | $ | 413 | | $ | 468 | | $ | 200 | |
| |
|
| |
|
| |
|
| |
75
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 8 - Premises and Equipment
A summary of the cost and accumulated depreciation of premises and equipment follows (000s omitted):
| | | | | | | | | | |
| | December 31, | | Depreciable Life (in Years) | |
| |
| | |
| | 2006 | | 2005 | | |
| |
| |
| |
| |
| | | | | | | |
Land | | $ | 598 | | $ | 598 | | | | |
Buildings and improvements | | | 5,921 | | | 5,890 | | | 7-40 | |
Furniture, fixtures and equipment | | | 2,701 | | | 2,803 | | | 2-7 | |
| |
|
| |
|
| | | | |
| | | | | | | | | | |
Total bank premises and equipment | | | 9,220 | | | 9,291 | | | | |
| | | | | | | | | | |
Less accumulated depreciation and amortization | | | 3,959 | | | 3,585 | | | | |
| |
|
| |
|
| | | | |
| | | | | | | | | | |
Net carrying amount | | $ | 5,261 | | $ | 5,706 | | | | |
| |
|
| |
|
| | | | |
Depreciation expense totaled $528,000, $561,000, and $549,000 in 2006, 2005, and 2004, respectively.
76
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 9 - Deposits
The following is a summary of interest bearing deposit accounts (000s omitted):
| | | | | | | |
| | December 31, | |
| |
| |
| | 2006 | | 2005 | |
| |
| |
| |
|
Balances by account type: | | | | | | | |
Demand and NOW accounts | | $ | 18,583 | | $ | 20,641 | |
Money market | | | 22,630 | | | 15,767 | |
Passbook and statement savings | | | 22,822 | | | 26,536 | |
| |
|
| |
|
| |
| | | | | | | |
Total transactional accounts | | | 64,035 | | | 62,944 | |
Certificates of deposit: | | | | | | | |
$100,000 and over | | | 54,095 | | | 35,949 | |
Under $100,000 | | | 58,709 | | | 60,985 | |
| |
|
| |
|
| |
| | | | | | | |
Total certificates of deposit | | | 112,804 | | | 96,934 | |
| |
|
| |
|
| |
| | | | | | | |
Total | | $ | 176,839 | | $ | 159,878 | |
| |
|
| |
|
| |
Generally, deposit amounts in excess of $100,000 are not federally insured.
The remaining maturities of certificates of deposit outstanding are as follows (000s omitted):
| | | | | | | |
| | December 31, 2006 | |
| |
| |
| | Less than $100,000 | | $100,000 & greater | |
| |
| |
| |
|
Less than one year | | $ | 41,716 | | $ | 41,001 | |
One to two years | | | 6,860 | | | 8,568 | |
Two to three years | | | 4,174 | | | 2,675 | |
Three to four years | | | 2,503 | | | 506 | |
Four to five years | | | 3,456 | | | 1,345 | |
| |
|
| |
|
| |
| | | | | | | |
Total | | $ | 58,709 | | $ | 54,095 | |
| |
|
| |
|
| |
77
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 9 - Deposits (Continued)
The following is a summary of interest expense by deposit account type (000s omitted):
| | | | | | | | | | |
| | December 31, | |
| |
| |
| | 2006 | | 2005 | | 2004 | |
| |
| |
| |
| |
|
Demand and NOW accounts | | $ | 70 | | $ | 78 | | $ | 94 | |
Money market | | | 617 | | | 211 | | | 176 | |
Passbook and statement savings | | | 105 | | | 120 | | | 117 | |
Certificates of deposit | | | 4,626 | | | 2,928 | | | 2,323 | |
| |
|
| |
|
| |
|
| |
| | | | | | | | | | |
Total deposit interest expense | | $ | 5,418 | | $ | 3,337 | | $ | 2,710 | |
| |
|
| |
|
| |
|
| |
Note 10 - Federal Home Loan Bank Advances
The Bank has Federal Home Loan Bank advances of $54,476,000 and $59,562,000 at December 31, 2006 and 2005, respectively, which mature through 2013. At December 31, 2006, the interest rates on fixed rate advances ranged from 4.70% to 6.56%. At December 31, 2005, the interest rates on fixed rate advances ranged from 3.43% to 6.73%.
At December 31, 2006, the Bank had two floating rate advances totaling $3,500,000 with a weighted average interest rate of 5.32%. The Bank had one floating rate advance of $3,000,000 with an interest rate of 4.29% as of December 31, 2005. The weighted average interest rate of all advances was 5.47% and 5.36% at December 31, 2006 and 2005, respectively.
At December 31, 2006, the Bank had one putable advance totaling $5,000,000 with an interest rate of 3.34%. The advance can be put on January 28, 2008. At December 31, 2005, the Bank had three putable advances totaling $7,000,000 with a weighted average interest rate of 3.62%.
The Bank has provided a blanket pledge of all of the Bank’s eligible residential mortgage loans as collateral for all FHLB debt. The amount of these mortgage loans totaled $122,433,000 and $103,588,000 as of December 31, 2006 and 2005, respectively.
78
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 10 - Federal Home Loan Bank Advances (Continued)
The contractual maturities of advances are as follows (000s omitted):
| | | | |
| | December 31, 2006 | |
| |
| |
|
Less than one year | | $ | 13,646 | |
One to two years | | | 20,153 | |
Two to three years | | | 160 | |
Three to four years | | | 6,167 | |
Four to five years | | | 1,175 | |
Thereafter | | | 13,175 | |
| |
|
| |
| | | | |
Total | | $ | 54,476 | |
| |
|
| |
Note 11 - Income Taxes
Allocation of income taxes between current and deferred portions is as follows (000s omitted):
| | | | | | | | | | |
| | December 31, | |
| |
| |
| | 2006 | | 2005 | | 2004 | |
| |
| |
| |
| |
|
Current expense (recovery) | | $ | 280 | | $ | 182 | | $ | (1,871 | ) |
Deferred expense (recovery) | | | 264 | | | 323 | | | 599 | |
| |
|
| |
|
| |
|
| |
| | | | | | | | | | |
Total tax expense (recovery) | | $ | 544 | | $ | 505 | | $ | (1,272 | ) |
| |
|
| |
|
| |
|
| |
79
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 11 - Income Taxes (Continued)
The reasons for the differences between the statutory federal income tax rate and the effective tax rates are summarized as follows:
| | | | | | | | | | |
| | Percent of Pretax Income (Loss) December 31, | |
| |
| |
| | 2006 | | 2005 | | 2004 | |
| |
| |
| |
| |
|
Statutory federal tax rate | | | 34.00 | % | | 34.00 | % | | 34.00 | % |
Increase (decrease) resulting from: | | | | | | | | | | |
Nondeductible expenses | | | 1.30 | % | | 0.20 | % | | 0.30 | % |
Tax exempt income | | | -2.73 | % | | -1.90 | % | | -1.10 | % |
Low income housing credit | | | -4.18 | % | | -9.80 | % | | -4.00 | % |
Other | | | -2.39 | % | | 3.50 | % | | 4.40 | % |
| |
|
| |
|
| |
|
| |
Reported tax expense (recovery) | | | 26.00 | % | | 26.00 | % | | 33.60 | % |
| |
|
| |
|
| |
|
| |
80
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 11 - Income Taxes (Continued)
| |
| The components of the net deferred tax asset are as follows (000s omitted): |
| | | | | | | | |
| | | December 31, | |
| | |
| |
| | | 2006 | | 2005 | |
| | |
| |
| |
| | | | | | | | |
| Deferred tax assets: | | | | | | | |
| Provision for loan losses | | $ | 224 | | $ | 530 | |
| Net deferred loan fees | | | 201 | | | 217 | |
| Deferred compensation | | | 355 | | | 365 | |
| Employee benefits | | | 30 | | | 23 | |
| Net operating loss carryforward | | | — | | | 209 | |
| Unrealized loss on available for sale securities | | | 33 | | | 79 | |
| General business tax credit carryforward | | | 653 | | | 557 | |
| Other | | | 87 | | | 227 | |
| | |
|
| |
|
| |
| | | | | | | | |
| Total deferred tax assets | | | 1,583 | | | 2,207 | |
| | | | | | | | |
| Deferred tax liabilities: | | | | | | | |
| Mortgage servicing rights | | | 356 | | | 429 | |
| Original issue discount | | | 105 | | | 120 | |
| Net purchase premiums | | | 885 | | | 1,090 | |
| Stock dividends | | | 143 | | | 167 | |
| Other | | | 36 | | | 33 | |
| | |
|
| |
|
| |
| | | | | | | | |
| Total deferred tax liabilities | | | 1,525 | | | 1,839 | |
| | |
|
| |
|
| |
| | | | | | | | |
| Net deferred tax asset | | $ | 58 | | $ | 368 | |
| | |
|
| |
|
| |
| |
| The Corporation has qualified under a provision of the Internal Revenue Code which permits it to deduct from taxable income a provision for bad debts in excess of such provision charged to income in the consolidated financial statements. Accordingly, retained earnings at December 31, 2006 and 2005 include approximately $1,592,000 for which no provision for federal income taxes has been made. Unrecognized deferred taxes on this amount are approximately $541,000. If, in the future, this portion of retained earnings is used for any purpose other than to absorb bad debt losses, federal income taxes would be imposed at the then applicable rates. The general business credits of $653,000 expire between 2022 and 2025. |
81
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 12 - Off-Balance Sheet Activities
| |
| Credit Related Financial Instruments- The Corporation is a party to credit related financial instruments with off-balance sheet risk in the normal course of business to meet the financing need of its customer. These financial instruments include commitments to extend credit, and unfunded commitments under lines of credit. Such commitments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. |
| |
| The Corporation’s exposure to credit loss is represented by the contractual amount of these commitments. The Corporation follows the same credit policies in making commitments as it does for on-balance sheet instruments. |
| |
| The following financial instruments were outstanding whose contract amounts represent credit risk (000s omitted): |
| | | | | | | | |
| | | Contract Amount | |
| | | December 31, | |
| | |
| |
| | | 2006 | | 2005 | |
| | |
| |
| |
| | | | | | | | |
| Commitments to grant loans | | $ | 1,648 | | $ | 12,854 | |
| Unfunded commitments under lines of credit | | $ | 19,314 | | $ | 19,838 | |
| Unfunded commitments under letters of credit | | $ | 10 | | $ | 64 | |
| |
| The above commitments include fixed rate and variable rate loan commitments and lines of credit with interest rates ranging between 5.875% and 12.25% at December 31, 2006, and 4.75% and 12.25% at December 31, 2005. |
| |
| Commitments to extend credit are agreements to lend 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. The commitments for equity lines of credit may expire without being drawn upon. Therefore, the total commitment amounts do not necessarily represent future cash requirements. The amount of collateral obtained, if it is deemed necessary by the Corporation, is based on management’s credit evaluation of the customer. |
| |
| Unfunded commitments under commercial lines of credit and revolving credit lines are commitments for possible future extensions of credit to existing customers. These lines of credit are collateralized and usually do not contain a specified maturity date and may be drawn upon to the total extent to which the Corporation is committed. |
| |
| Collateral Requirements- To reduce credit risk related to the use of credit related financial instruments, the Corporation might deem it necessary to obtain collateral. The amount and nature of the collateral obtained is based on the Corporation’s credit evaluation of the customer. Collateral held varies but may include cash, securities, accounts receivable, inventory, property, plant, and equipment and real estate. |
82
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 13 - Regulatory Matters
| |
| 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 discretionary actions by regulators that 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. |
| |
| Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios, which are shown in the table below. Management believes, as of December 31, 2006 and 2005, that the Bank has met all of the capital adequacy requirements to which they are subject. |
| |
| As of December 31, 2006, the most recent notification from the FDIC categorized the Bank as well capitalized, under the regulatory framework for prompt corrective action. To be categorized as well capitalized, minimum capital amounts and ratios must be maintained as shown in the following tables. There are no conditions or events since that notification that management believes have changed the Bank’s capital category. |
| |
| A reconciliation of the Bank’s equity to major categories of capital is as follows (000s omitted): |
| | | | | | | | |
| | | December 31, | |
| | |
| |
| | | | 2006 | | | 2005 | |
| | |
| |
| |
| | | | | | | | |
| Equity per consolidated balance sheet | | $ | 39,262 | | $ | 37,420 | |
| Less: intangible and disallowed assets | | | (11,393 | ) | | (11,448 | ) |
| | |
|
| |
|
| |
| | | | | | | | |
| Tangible and leverage capital | | | 27,869 | | | 25,972 | |
| Plus: Allowance for loan losses ** | | | 2,024 | | | 2,280 | |
| | |
|
| |
|
| |
| | | | | | | | |
| Risk based capital | | $ | 29,893 | | $ | 28,252 | |
| | |
|
| |
|
| |
** Limited to 1.25% of risk weighted assets
83
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 13 - Regulatory Matters (Continued)
| |
| Regulatory capital balances and ratios are as follows (000s omitted): |
| | | | | | | | | | | | | | | | | | | | |
| | | Actual | | To Comply With Minimum Capital Requirements | | To be Well Capitalized Under Prompt Corrective Action Provisions | |
| | |
|
|
| |
|
|
| |
|
|
| |
| | | Amount | | Ratio | | Amount | | Ratio | | Amount | | Ratio | |
| | |
| |
| |
| |
| |
| |
| |
| | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2006: | | | | | | | | | | | | | | | | | | | |
| Total Capital (to Risk-Weighted Assets) | | $ | 29,893 | | | 14.44 | % | $ | 16,562 | | | 8.00 | % | $ | 20,702 | | | 10.00 | % |
| Tier 1 Capital (to Risk-Weighted Assets) | | $ | 27,869 | | | 13.46 | % | $ | 8,281 | | | 4.00 | % | $ | 12,421 | | | 6.00 | % |
| Tier 1 Capital (to Average Assets) | | $ | 27,869 | | | 9.97 | % | $ | 13,977 | | | 5.00 | % | $ | 13,977 | | | 5.00 | % |
| | | | | | | | | | | | | | | | | | | | |
| As of December 31, 2005: | | | | | | | | | | | | | | | | | | | |
| Total Capital (to Risk-Weighted Assets) | | $ | 28,252 | | | 15.54 | % | $ | 14,544 | | | 8.00 | % | $ | 18,180 | | | 10.00 | % |
| Tier 1 Capital (to Risk-Weighted Assets) | | $ | 25,972 | | | 14.29 | % | $ | 7,272 | | | 4.00 | % | $ | 10,908 | | | 6.00 | % |
| Tier 1 Capital (to Average Assets) | | $ | 25,972 | | | 9.90 | % | $ | 13,111 | | | 5.00 | % | $ | 13,111 | | | 5.00 | % |
Note 14 - Restrictions on Dividends, Loans and Advances
| |
| Banking regulations place certain restrictions on dividends paid and loans or advances made by the Bank to the Corporation. |
| |
| The amount of total dividends which may be paid at any date is generally limited to the retained earnings of the Bank. However, dividends paid by the Bank would be prohibited if the effect thereof would cause the Bank’s capital to be reduced below applicable minimum standards. At December 31, 2006, the Bank’s retained earnings available for the payment of dividends, without approval from the regulators, totaled $6,268,000. Accordingly, $32,994,000 of the Corporation’s investment in the Bank was restricted at December 31, 2006. |
| |
| Loans or advances made by the Bank to the Corporation are generally limited to 10 percent of the Bank’s capital stock and surplus. Accordingly, at December 31, 2006, Bank funds available for loans or advances to the Corporation amounted to $3,139,000. |
84
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements |
December 31, 2006, 2005 and 2004 |
Note 15 - Retirement Plans
| |
| The Corporation is part of a non-contributory, multi-employer defined benefit pension plan covering substantially all employees. Effective April 1, 2004 employees’ benefits under the plan were frozen. The plan is administered by the trustees of the Financial Institutions Retirement Fund. Because it is a multi-employer plan, there is no separate valuation of plan benefits or segregation of plan assets specifically for the Corporation. During 2006, 2005, and 2004, the Corporation recognized pension expense for this plan of $246,000, $226,000, and $246,000, respectively. |
| |
| The Corporation has a Defined Contribution Retirement plan for all eligible employees. The Corporation has a matching contribution agreement to match 25% of the first 6% of an employee’s salary (reduced from a 50% match effective October 1, 2006). During 2006, 2005, and 2004, the Corporation recognized pension expense for this plan of $63,000, $64,000, and $64,000, respectively. |
| |
| Through 2004, the Bank maintained a nonqualified deferred-compensation plan (included as part of the other liabilities section of the consolidated balance sheet) to provide retirement benefits to the Directors, at their option, in lieu of annual directors’ fees and meeting fees. Undistributed benefits are increased by an annual earnings rate which is based on the higher of the Company’s return on average equity or 5.0%. The value of benefits accrued to participants was $410,000 and $402,000 at December 31, 2006 and 2005, respectively. The expense for the plan, including the increase due to the annual earnings credit was $20,000, $20,000, and $59,000, for 2006, 2005, and 2004, respectively. |
| |
| Upon acquisition, the Corporation assumed the liability for the directors’ deferred compensation plan of MSB Financial, Inc. This plan does not allow for future deferrals and all benefits are being paid out to participants over a 180 month term. Undistributed benefits are increased by an annual earnings rate based on an index which was 5.62% as of December 31, 2006. The present value of benefits accrued to participants (also included as part of the other liabilities section of the balance sheet) is $634,000 and $669,000 at December 31, 2006 and 2005, respectively. |
Note 16 - Related Party Transactions
| |
| In the ordinary course of business, the Bank granted loans to principal officers and directors and their affiliates totaling $300,000 and $449,000 for the years ending December 31, 2006 and 2005, respectively. During the year ended December 31, 2006, total principal additions were $105,000 and total principal payments were $254,000, and during the year ending December 31, 2005, total principal additions were $125,000 and total principal payments were $868,000. Deposits from related parties and their affiliates held by the Bank at December 31, 2006 and 2005 amounted to $890,000 and $917,000 respectively. |
85
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 17 - Fair Value of Financial Instruments
The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Corporation’s various financial instruments. 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. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument. SFAS 107 excludes certain financial instruments and all nonfinancial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Corporation.
The following methods and assumptions were used by the Corporation in estimating fair value disclosures for financial instruments:
Cash and Cash Equivalents - The carrying amounts of cash and short-term instruments approximate fair values. The carrying amounts of interest-bearing deposits maturing within ninety days approximate their fair values. Fair values of other interest-bearing deposits are estimated using discounted cash flow analyses based on current rates for similar types of deposits.
Securities - Fair values for securities, excluding Federal Home Loan Bank stock, are based on quoted market prices. The carrying value of Federal Home Loan Bank stock approximates fair value based on the redemption provisions of the Federal Home Loan Bank.
Mortgage Loans Held for Sale - Fair values of mortgage loans held for sale are based on commitments on hand from investors or prevailing market prices.
Loans Receivable - For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair values for other loans are estimated using discounted cash flows analyses, using interest rates currently being offered for loans with similar terms to borrowers of similar credit quality. Fair values for non-performing loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.
Deposit Liabilities - The fair values disclosed for demand deposits (e.g., interest and non-interest checking, passbook savings, and certain types of money market accounts) are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed term money market accounts and certificates of deposit approximate their fair values at the reporting date. Fair values for 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 on time deposits.
Federal Home Loan Bank Advances - The fair values of the Corporation’s Federal Home Loan Bank advances are estimated using discounted cash flow analyses based on the Corporation’s current incremental borrowing rates for similar types of borrowing arrangements.
Accrued Interest - The carrying amounts of accrued interest approximate fair value.
86
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 17 - Fair Value of Financial Instruments (Continued)
The estimated fair values, and related carrying or notional amounts, of the Corporation’s financial instruments are as follows (000s omitted):
| | | | | | | | | | | | | |
| | December 31, | |
| |
| |
| | 2006 | | 2005 | |
| |
| |
| |
| | Carrying Amount | | Fair Value | | Carrying Amount | | Fair Value | |
| |
| |
| |
| |
| |
Assets: | | | | | | | | | | | | | |
Cash and cash equivalents | | $ | 15,297 | | $ | 15,297 | | $ | 16,286 | | $ | 16,286 | |
Securities - Held to maturity | | | 228 | | | 228 | | | 247 | | | 236 | |
Securities - Available for sale | | | 13,706 | | | 13,706 | | | 14,337 | | | 14,337 | |
Other securities | | | 4,237 | | | 4,237 | | | 4,837 | | | 4,837 | |
Loans held for sale | | | 937 | | | 952 | | | 168 | | | 169 | |
Net loans | | | 230,247 | | | 229,897 | | | 213,097 | | | 215,220 | |
Accrued interest and late charges receivable | | | 1,381 | | | 1,381 | | | 1,217 | | | 1,217 | |
| | | | | | | | | | | | | |
Liabilities: | | | | | | | | | | | | | |
Federal Home Loan Bank advances | | | 54,476 | | | 54,403 | | | 59,562 | | | 59,953 | |
Deposits | | | 192,572 | | | 192,428 | | | 174,715 | | | 174,888 | |
Accrued interest payable | | | 546 | | | 546 | | | 430 | | | 430 | |
Note 18 - Employee Stock Ownership Plan (ESOP)
As part of the conversion (Note 1), the Corporation implemented an employee stock ownership plan (ESOP) covering substantially all employees. The Corporation provided a loan to the ESOP, which was used to purchase 185,150 shares of the Corporation’s outstanding stock at $10 per share. In December 2006, the Board of Directors approved an amendment to the ESOP plan revising the vesting, allocation and loan repayment guidelines of the plan. As a result of the amendment, the loan bears interest equal to 4.75% and will be repaid over a period of fifteen years ending on December 31, 2016. Dividends on the allocated shares are distributed to participants and the dividends on the unallocated shares are used to pay debt service.
87
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 18 - Employee Stock Ownership Plan (ESOP) (Continued)
The scheduled maturities of the loan are as follows (000’s omitted):
| | | | |
| | Year Ending December 31 | |
| |
| |
| | | |
2007 | | $ | 81 | |
2008 | | | 85 | |
2009 | | | 89 | |
2010 | | | 94 | |
2011 | | | 98 | |
Thereafter | | | 567 | |
| |
| |
Total | | $ | 1,014 | |
| |
| |
The Corporation has committed to make contributions to the ESOP sufficient to support debt service of the loan. 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. The shares pledged as collateral are included in unearned compensation in the equity section of the balance sheet. As shares are released they become outstanding for earnings per share computations.
The ESOP shares as of December 31 were as follows (000s omitted except shares):
| | | | | | | |
| | 2006 | | 2005 | |
| |
| |
| |
Allocated shares | | | 74,060 | | | 55,545 | |
Shares released for allocation | | | 18,515 | | | 18,515 | |
Shares distributed | | | (18,785 | ) | | (11,284 | ) |
Unreleased shares | | | 92,575 | | | 111,090 | |
| |
|
| |
|
| |
|
Total ESOP shares | | | 166,365 | | | 173,866 | |
| |
|
| |
|
| |
| | | | | | | |
Fair value of unallocated shares | | $ | 1,133 | | $ | 1,465 | |
| |
|
| |
|
| |
Total compensation expense applicable to the ESOP amounted to approximately $214,000, $234,000, and $266,000 for the years ended December 31, 2006, 2005, and 2004, respectively.
88
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 19 - Stock Compensation Plans
The Corporation has a Recognition and Retention Plan (RRP) under which 88,875 shares of restricted stock were issued to employees and directors during 2003. Under the plan, the shares vest 20% per year for five years. Shares forfeited total 3,399 in 2006 and 2,624 in 2005. During 2006, 3,884 shares of restricted stock were issued to certain employees and directors. During 2005, 4,000 shares of restricted stock were issued to employees. During 2006, 16,811 shares vested and are no longer restricted for a total of 49,869 vested shares as of December 31, 2006. During 2005, 16,018 shares vested and are no longer restricted for a total of 33,058 shares as of December 31, 2005. Compensation expense applicable to the RRP amounted to $230,000 and $215,000 for the years ended December 31, 2006 and 2005, respectively.
The Company’s Employee Stock Option Plan (the Plan), which is stockholder approved, permits the grant of stock options to its employees for up to 231,438 shares of common stock. The Company believes that such awards better align the interests of its employees with those of its stockholders. Option awards are generally granted with an exercise price equal to the market price of the Entity’s stock at the date of grant; those option awards generally vest based on five years of continuous service and have ten year contractual terms.
The fair value of each option award is estimated on the date of grant using a Black Scholes option valuation model that uses the weighted average assumptions noted in the following table. Expected volatilities are based on the Company’s stock price and dividend history. The Company uses historical data to estimate option exercise and employee termination within the valuation model. The risk-free rate for periods within the contractual life of the option is based on the U.S. Treasury yield curve in effect at the time of grant.
The fair value of each option granted in 2006 was $2.41. There were no options granted in 2005. The fair value of each option granted in 2004 is $2.93. As of December 31, 2006, there was $147,000 of total unrecognized compensation cost related to nonvested share-based compensation arrangements granted under the Plan. That cost is expected to be recognized over a weighted average period of 2.7 years. The fair value is estimated on the date of the grant using with the following weighted average assumptions:
| | | | | |
| | 2006 | | 2004 | |
| |
| |
| |
Dividend yield | | 1.6% | | 1.4% | |
Expected life | | 5 years | | 7 years | |
Expected volatility | | 23.0% | | 17.5% | |
Risk-free interest rate | | 3.02%-4.80% | | 3.02%-3.58% | |
89
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 19 – Stock Compensation Plans (Continued)
A summary of the status of the Corporation’s stock option plan is presented below (000s omitted except per share data):
| | | | | | | | | | | | | |
| | 2006 | | 2005 | |
| |
| |
| |
| | Shares | | Weighted Average Exercise Price | | Shares | | Weighted Average Exercise Price | |
| |
| |
| |
| |
| |
Outstanding at beginning of year | | | 185 | | $ | 13.22 | | | 192 | | $ | 13.21 | |
Granted | | | 12 | | | 11.11 | | | — | | | — | |
Exercised | | | — | | | — | | | — | | | — | |
Forfeited/expired | | | 5 | | | 13.00 | | | 7 | | | 13.00 | |
| |
|
| |
|
| |
|
| |
|
| |
|
Outstanding at end of year | | | 192 | | $ | 13.09 | | | 185 | | $ | 13.22 | |
| |
|
| |
|
| |
|
| |
|
| |
|
Exercisable at year-end | | | 101 | | $ | 13.15 | | | 65 | | $ | 13.12 | |
| |
|
| |
|
| |
|
| |
|
| |
The weighted average remaining contractual life of the outstanding options is 7.1 years at December 31, 2006.
A summary changes in exercisable stock options December 31, 2006 and 2005 is as follows:
| | | | | | | |
| | | 2006 | | | 2005 | |
| | |
| | |
| |
Beginning of year | | | 65 | | | 30 | |
Newly vested | | | 36 | | | 35 | |
Exercised | | | — | | | — | |
| |
|
| |
|
| |
End of year | | | 101 | | | 65 | |
| |
|
| |
|
| |
Note 20 – Subsequent Event
On February 15, 2007, the Board of Directors voted unanimously to approve a reverse merger transaction which would reduce the number of total shareholders below 300. Based on the number of shareholders as of December 31, 2006, the Company plans to repurchase approximately 60,000 shares. Based on the current share price of the Corporation and the estimated costs of the transaction, the estimated capital outlay to repurchase shares is approximately $800,000. The estimated expenses related to the reverse merger will approximate $200,000 for a total estimated aggregate cash outlay of $1.0 million. The agreement calls for shareholders of record with less than 1,000 shares to be paid $13.50 per share which is based on the fair market value of the common stock as of February 15, 2007 and is expected to be completed in the fourth quarter of 2007 subject to regulatory, SEC, and shareholder approval.
90
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 21 - Condensed Financial Statements of Parent Company
The following represents the condensed financial statements of Monarch Community Bancorp, Inc. (“Parent”) only. The Parent-only financial information should be read in conjunction with the Corporation’s consolidated financial statements.
Condensed Balance Sheets (000s omitted)
| | | | | | | |
| | December 31, | | December 31, | |
| | 2006 | | 2005 | |
| |
| |
| |
| | | | | | | |
Assets | | | | | | | |
Cash | | $ | 523 | | $ | 2,614 | |
Investments | | | 313 | | | 667 | |
Investment in Monarch Community Bank | | | 39,262 | | | 37,420 | |
Other assets | | | 167 | | | 157 | |
| |
|
| |
|
| |
| | | | | | | |
Total assets | | $ | 40,265 | | $ | 40,858 | |
| |
|
| |
|
| |
| | | | | | | |
Liabilities and Stockholders’ Equity | | | | | | | |
Accrued expenses | | $ | 279 | | $ | 282 | |
Stockholders’ equity | | | 39,986 | | | 40,576 | |
| |
|
| |
|
| |
| | | | | | | |
Total liabilities and stockholders’ equity | | $ | 40,265 | | $ | 40,858 | |
| |
|
| |
|
| |
Condensed Statements of Income (000s omitted)
| | | | | | | |
| | December 31, | | December 31, | |
| | 2006 | | 2005 | |
| |
| |
| |
| | | | | | | |
Income - Interest on investments | | $ | 83 | | $ | 84 | |
Operating expense | | | 204 | | | 170 | |
| |
|
| |
|
| |
Loss before equity in undistributed net income of subsidiary | | | (121 | ) | | (86 | ) |
| | | | | | | |
Equity in undistributed net income of subsidiary | | | 1,669 | | | 1,526 | |
| |
|
| |
|
| |
| | | | | | | |
Net income | | $ | 1,548 | | $ | 1,440 | |
| |
|
| |
|
| |
91
|
Monarch Community Bancorp, Inc. and Subsidiaries |
|
Notes to Consolidated Financial Statements December 31, 2006, 2005 and 2004 |
Note 21 - Condensed Financial Statements of Parent Company (Continued)
Condensed Statements of Cash Flows (000s omitted)
| | | | | | | |
| | December 31, | | December 31, | |
| | 2006 | | 2005 | |
| |
| |
| |
| | | | | | | |
Cash flows from operating activities: | | | | | | | |
| | | | | | | |
Net income | | $ | 1,548 | | $ | 1,440 | |
Adjustments to reconcile net income to net cash provided by operating activities: | | | | | | | |
| | | | | | | |
Amortization | | | 2 | | | 7 | |
Allocation of ESOP and RRP | | | 464 | | | 474 | |
(Increase) decrease in other assets | | | (10 | ) | | 1,230 | |
Decrease in accrued expenses | | | (3 | ) | | (24 | ) |
Undistributed net income of subsidiary | | | (1,669 | ) | | (1,526 | ) |
| |
|
| |
|
| |
| | | | | | | |
Net cash provided by operating activities | | | 332 | | | 1,601 | |
| | | | | | | |
Cash flows from investing activities: | | | | | | | |
Purchase of securities | | | (83 | ) | | — | |
Proceeds from sales and maturities of securities | | | 439 | | | 606 | |
| |
|
| |
|
| |
Net cash provided by investing activities | | | 356 | | | 606 | |
| | | | | | | |
Cash flows from financing activities: | | | | | | | |
Repurchase of common stock | | | (2,149 | ) | | (32 | ) |
Dividends paid | | | (630 | ) | | (568 | ) |
| |
|
| |
|
| |
Net cash used in financing activities | | | (2,779 | ) | | (600 | ) |
| |
|
| |
|
| |
| | | | | | | |
Net increase (decrease) in cash | | | (2,091 | ) | | 1,607 | |
Cash at beginning of year | | | 2,614 | | | 1,007 | |
| |
|
| |
|
| |
| | | | | | | |
Cash at end of year | | $ | 523 | | $ | 2,614 | |
| |
|
| |
|
| |
92
|
|
QUARTERLY RESULTS OF OPERATIONS |
The following table sets forth certain income and expense and per share data on a quarterly basis for the three-month periods indicated:
| | | | | | | | | | | | | |
| | Year Ended December 31, 2006 | |
| |
| |
| | 1st Qtr | | 2nd Qtr | | 3rd Qtr | | 4th Qtr | |
| |
| |
| |
| |
| |
| | (Dollars in thousands, except per share data) | |
Interest income | | $ | 4,032 | | $ | 4,234 | | $ | 4,415 | | $ | 4,606 | |
Interest expense | | | 1,916 | | | 2,049 | | | 2,255 | | | 2,387 | |
| |
|
| |
|
| |
|
| |
|
| |
Net interest income | | | 2,116 | | | 2,185 | | | 2,160 | | | 2,219 | |
|
Provision for loan losses | | | — | | | — | | | — | | | — | |
| |
|
| |
|
| |
|
| |
|
| |
Net interest income after provision for loan losses | | | 2,116 | | | 2,185 | | | 2,160 | | | 2,219 | |
|
Noninterest income | | | 752 | | | 803 | | | 743 | | | 824 | |
Noninterest expense | | | 2,463 | | | 2,542 | | | 2,438 | | | 2,267 | |
| |
|
| |
|
| |
|
| |
|
| |
|
Income before income taxes | | | 405 | | | 446 | | | 465 | | | 776 | |
Income tax expense | | | 75 | | | 130 | | | 133 | | | 206 | |
| |
|
| |
|
| |
|
| |
|
| |
Net Income | | $ | 330 | | $ | 316 | | $ | 332 | | $ | 570 | |
| |
|
| |
|
| |
|
| |
|
| |
|
Earnings per share: | | | | | | | | | | | | | |
Basic | | $ | 0.13 | | $ | 0.12 | | $ | 0.14 | | $ | 0.24 | |
Diluted | | $ | 0.13 | | $ | 0.12 | | $ | 0.14 | | $ | 0.24 | |
|
Cash dividends declared per share | | $ | 0.06 | | $ | 0.06 | | $ | 0.06 | | $ | 0.06 | |
| | | | | | | | | | | | | |
| | Year Ended December 31, 2005 | |
| |
| |
| | 1st Qtr | | 2nd Qtr | | 3rd Qtr | | 4th Qtr | |
| |
| |
| |
| |
| |
| | (Dollars in thousands, except per share data) | |
Interest income | | $ | 3,766 | | $ | 3,763 | | $ | 3,818 | | $ | 3,884 | |
Interest expense | | | 1,546 | | | 1,596 | | | 1,666 | | | 1,759 | |
| |
|
| |
|
| |
|
| |
|
| |
Net interest income | | | 2,220 | | | 2,167 | | | 2,152 | | | 2,125 | |
Provision for loan losses | | | (385 | ) | | — | | | — | | | — | |
| |
|
| |
|
| |
|
| |
|
| |
Net interest income after provision for loan losses | | | 2,605 | | | 2,167 | | | 2,152 | | | 2,125 | |
|
Noninterest income | | | 780 | | | 844 | | | 884 | | | 891 | |
Noninterest expense | | | 2,821 | | | 2,540 | | | 2,541 | | | 2,601 | |
| |
|
| |
|
| |
|
| |
|
| |
| | | | | | | | | | | | | |
Income before income taxes | | | 564 | | | 471 | | | 495 | | | 415 | |
Income tax expense | | | 152 | | | 120 | | | 129 | | | 104 | |
| |
|
| |
|
| |
|
| |
|
| |
Net Income | | $ | 412 | | $ | 351 | | $ | 366 | | $ | 311 | |
| |
|
| |
|
| |
|
| |
|
| |
|
Earnings per share: | | | | | | | | | | | | | |
Basic | | $ | 0.16 | | $ | 0.13 | | $ | 0.14 | | $ | 0.14 | |
Diluted | | $ | 0.16 | | $ | 0.13 | | $ | 0.14 | | $ | 0.14 | |
|
Cash dividends declared per share | | $ | 0.05 | | $ | 0.05 | | $ | 0.05 | | $ | 0.06 | |
93
|
|
ITEM 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure |
None
ITEM 9A. Controls and Procedures
An evaluation of the Registrant’s disclosure controls and procedures (as defined in Section 13(a)-15(e) of the Securities Exchange Act of 1934 (the “Exchange Act”) as of December 31, 2006 was carried out under the supervision and with the participation of the Registrant’s Chief Executive Officer, Chief Financial Officer and several other members of the Registrant’s senior management. The Registrant’s Chief Executive Officer and Chief Financial Officer concluded that the Registrant’s disclosure controls and procedures as currently in effect are effective in ensuring that the information required to be disclosed by the Registrant in the reports it files or submits under the Exchange Act is (i) accumulated and communicated to the Registrant’s management (including the Chief Executive Officer and Chief Financial Officer) in a timely manner, and (ii) recorded, processed, summarized and reported within the time periods specified in the Security and Exchange Commission’s rules and forms. There have been no changes in our internal control over financial reporting (as defined in Rule 13a-15(f) of the Exchange Act) that occurred during the quarter ended December 31, 2006 that have materially affected, or are reasonably likely to materially affect, our internal control over financial reporting.
The Registrant intends to continually review and evaluate the design and effectiveness of its disclosure controls and procedures and to improve its controls and procedures over time and to correct any deficiencies that it may discover in the future. The goal is to ensure that senior management has timely access to all material financial and non-financial information concerning the Registrant’s business. While the Registrant believes the present design of its disclosure controls and procedures is effective to achieve its goal, future events affecting its business may cause the Registrant to modify its disclosure controls and procedures.
ITEM 9B. Other Information –Not Applicable
PART III
ITEM 10. Directors, Executive Officers and Corporate Governance
Information required by this Item 10 is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholders, to be held in April 2007, under the captions “Election of Directors”, “The Audit Committee”, “Audit Committee Financial Expert”, “Compliance with Section 16”, “Code of Ethics”, and “Role and Composition of the Board of Directors”, a copy of which will be filed not later than 120 days after the close of the fiscal year.
ITEM 11. Executive Compensation
Information concerning executive compensation is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholders, to be held in April 2007, under the captions “Compensation Discussion and Analysis”, “Compensation Committee Report”, and “Compensation Committee Interlocks and Insider Participation”, a copy of which will be filed not later than 120 days after the close of the fiscal year.
94
|
|
ITEM 12. Security Ownership of Certain Beneficial Owners and Management and Related Shareholder Matters |
Information concerning security ownership of certain beneficial owners and management is incorporated herein by reference from the definitive proxy statement for the annual meeting of shareholders, to be held in April 2007, under the captions “Security Ownership of Shareholder Holding 5% or More” and “Security Ownership of Directors, Nominees for Directors, Most Highly Compensated Executive Officers and All Directors and Officers as a Group”, a copy of which will be filed not later than 120 days after the close of the fiscal year.
Equity Compensation Plan Information
The following table summarizes our equity compensation plans as of December 31, 2006.
| | | | | | |
Plan Category | | Number of securities to be issued upon exercise of outstanding options warrants and rights | | Weighted-average exercise price of outstanding options warrants and rights | | Number of securities remaining available for future issuance under equity compensation plans |
|
|
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|
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|
|
Equity compensation plans approved by security holders (1) | | 191,547 | | 13.09 | | 39,891 |
|
Equity compensation plans not approved by security holders | | — | | — | | — |
| |
(1) | Includes 2003 Stock Option and Incentive Plan and 2003 Recognition and Retention Plan approved at the 2003 Annual Meeting of Shareholders |
ITEM 13. Certain Relationships and Related Transactions, and Director Independence
Information concerning certain relationships and related transactions is incorporated herein by reference from the definitive proxy statement for the annual meeting of stockholders, to be held in April 2007, under the captions “Transactions with Certain Related Persons” and “Role and Composition of the Board of Directors”, a copy of which will be filed not later than 120 days after the close of the fiscal year.
ITEM 14. Principal Accountant Fees and Services
Information concerning principal accountant fees and services is incorporated herein by reference from the definitive proxy statement for the annual meeting of stockholders, to be held in April 2007, under the caption “Item 2. Ratification of Auditors”, a copy of which will be filed not later than 120 days after the close of the fiscal year.
95
ITEM 15. Exhibits and Financial Statement Schedules
Documents Filed As Part Of This Annual Report on Form 10-K
| | |
| 1. | Financial Statement – See the Financial Statements included in Item 8. |
| | |
| 2. | Financial Statement Schedules – Financial statement schedules are omitted for the reason that they are not required or are not applicable, or the required information is included in the financial statements. |
| | |
| 3. | Exhibits – The exhibits filed as part of this Annual Report on Form 10-K are identified in the Exhibit Index, which Exhibit Index specifically identifies those exhibits that describe or evidence all management contracts and compensation plans or arrangements required to be filed as exhibits to this report. Such Exhibit Index is incorporated herein by reference. |
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Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| | |
| MONARCH COMMUNITY BANCORP, INC. |
| |
Dated: March 26, 2007 | By: | /s/ |
| |
|
| | Donald L. Denney, President |
| | and Chief Executive Officer |
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the Company and in the capacities and on the date indicated.
| | | | | |
Signature | | Title | | Date | |
| |
| |
| |
/s/ | | | | | |
| | President and Chief Executive Officer | | March 26, 2007 | |
Donald L. Denney | | (Principal Executive Officer) | | | |
| | | | | |
/s/ | | Chairman of the Board | | | |
| | | | March 26, 2007 | |
Stephen M. Ross | | | | | |
| | | | | |
/s/ | | | | March 26, 2007 | |
| | Vice President and Chief Financial Officer | | | |
Ralph A. Micalizzi, Jr. | | (Principal Accounting Officer) | | | |
| | | | | |
/s/ | | Director | | March 26, 2007 | |
| | | | | |
Harold A. Adamson | | | | | |
| | | | | |
/s/ | | Director | | March 26, 2007 | |
| | | | | |
Lauren L. Bracy | | | | | |
| | | | | |
/s/ | | Director | | March 26, 2007 | |
| | | | | |
James R. Vozar | | | | | |
| | | | | |
/s/ | | Director | | March 26, 2007 | |
| | | | | |
Martin L. Mitchell | | | | | |
| | | | | |
/s/ | | Director | | March 26, 2007 | |
| | | | | |
Gordon L. Welch | | | | | |
| | | | | |
/s/ | | Director | | March 26, 2007 | |
| | | | | |
Craig W. Dally | | | | | |
| | | | | |
/s/ | | Director | | March 26, 2007 | |
| | | | | |
Richard L. Dobbins | | | | | |
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| | | | |
| | | | Reference to |
| | | | Prior Filing or |
Exhibit | | | | Exhibit Number |
Number | | Document | | Attached Hereto |
| |
| |
|
| | | | |
3.1 | | Registrant’s Articles of Incorporation | | * |
3.2 | | Registrant’s Bylaws (also incorporated by reference from Form 8-K filed on 9/20/06) | | * |
4 | | Registrant’s Specimen Stock Certificate | | * |
10.1 | | Employment Agreement between Monarch Community Bancorp, Inc and Donald L. Denney (incorporated by reference from Form 8-K filed on 9/25/2006) | | |
10.2 | | Management Continuity Agreement between Monarch Community Bancorp, Inc. and William C. Kurtz and Andrew J. Van Doren (incorporated by reference from Form 8-K filed on 12/21/2004) | | |
10.3 | | Registrant’s Employee Stock Ownership Plan | | * |
10.4 | | Registrant’s 2003 Stock Option and Incentive Plan | | ** |
10.5 | | Registrant’s Recognition and Retention Plan | | ** |
10.6 | | Form of Stock Option Agreement | | *** |
10.7 | | Management Continuity Agreement between Monarch Community Bancorp, Inc. and Ralph A. Micalizzi, Jr. (incorporated by reference from Form 10-K filed on 3/21/06) | | |
10.8 | | Form of Restricted Stock Agreement (incorporated by reference from Form 10-K filed on 3/21/06) | | |
10.9 | | Management Continuity Agreement between Monarch Community Bancorp, Inc. and Eric C. Cook (incorporated by reference from Form 8-K filed on 4/26/06) | | |
11 | | Statement re computation of per share earnings | | See Note 1 of the |
| | | | Notes |
| | | | to Consolidated |
| | | | Financial |
| | | | Statements |
| | | | contained in |
| | | | this report |
12 | | Statements re computation of ratios | | None |
13 | | Annual Report to Security Holders | | Not required |
14 | | Registrant’s Code of Conduct | | 14 |
16 | | Letter re: change in certifying accountant | | None |
18 | | Letter re: change in accounting principles | | None |
21 | | Subsidiaries of the registrant | | 21 |
22 | | Published report regarding matters submitted to vote of security holders | | None |
23 | | Consent of Plante & Moran, PLLC | | 23 |
24 | | Power of Attorney | | Not required |
31.1 | | Rule 13a-14(a) Certification of the Company’s President and Chief Executive Officer | | 31.1 |
31.2 | | Rule 13a-14(a) Certification of the Company’s Chief Financial Officer | | 31.2 |
32 | | Section 1350 Certification. | | 32 |
| |
|
* | Filed on March 27, 2002 as an exhibit to the Registrant’s Registration Statement on Form SB-2 (File No. 333-85018), and incorporated herein by reference. |
| |
** | Filed on March 19, 2003 as part of Registrant’s Schedule 14A (File No. 000-49814), and incorporated by reference |
| |
*** | Incorporated by reference from Annual Report on Form 10-KSB for the year ended December 31, 2004 |
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