SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- FORM 10-QSB (MARK ONE) - ---- X QUARTERLY REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES - ---- EXCHANGE ACT OF 1934 For the quarterly period ended December 31, 2006 ----------------- OR - ---- TRANSITION REPORT UNDER SECTION 13 OR 15(d) OF THE SECURITIES - ---- EXCHANGE ACT OF 1934 For the transition period from __________to__________. Commission File No. 0-24621 Farnsworth Bancorp, Inc. - -------------------------------------------------------------------------------- (Exact name of Small Business Issuer as Specified in Its Charter) New Jersey 22-3591051 - -------------------------------------------------------------------------------- (State or Other Jurisdiction of Incorporation (I.R.S. Employer or Organization) Identification No.) 789 Farnsworth Avenue, Bordentown, New Jersey 08505 --------------------------------------------------- (Address of Principal Executive Offices) (609) 298-0723 - -------------------------------------------------------------------------------- Issuer's Telephone Number, Including Area Code Check whether the issuer (1) filed all reports required to be filed by Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES X NO ------- ------ INDICATE BY CHECK MARK WHETHER THE REGISTRANT IS A SHELL COMPANY (AS DEFINED IN RULE 12B-2 OF THE EXCHANGE ACT YES NO X ------- ------ Number of shares of Common Stock outstanding as of February 2, 2007: 650,530 ------- Transitional Small Business Disclosure Format (check one) YES NO X ------- ------ CONTENTS -------- PART 1 - FINANCIAL INFORMATION Page(s) ------- Item 1. Financial Statements Consolidated Statements of Financial Condition at December 31, 2006 (unaudited) and September 30, 2006 (audited)............................................ 1 Consolidated Statements of Income and Comprehensive Income for the three months ended December 31, 2006, and 2005 (unaudited).................................... 2 Consolidated Statements of Cash Flows for the three months ended December 31, 2006 and 2005 (unaudited).................................................. 3 Notes to Financial Statements........................................................... 4 Item 2. Management's Discussion and Analysis of Financial Condition and Results of Operations................................................................... 6 Item 3. Controls and Procedures................................................................. 8 PART II - OTHER INFORMATION Item 1. Legal Proceedings....................................................................... 9 Item 2. Unregistered Sales of Equity Securities and Use of Proceeds............................. 9 Item 3. Defaults upon Senior Securities......................................................... 9 Item 4. Submission of Matters to a Vote of Security Holders..................................... 9 Item 5. Other Information....................................................................... 9 Item 6. Exhibits ............................................................................... 9 Signatures ........................................................................................ 10 Certifications..................................................................................... 11 i FARNSWORTH BANCORP INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION DECEMBER 31, SEPTEMBER 30, 2006 2006 ------------- ------------- ASSETS (UNAUDITED) (AUDITED) Cash and due from banks $ 10,268,957 $ 9,248,363 Securities available for sale 20,718,950 19,962,480 Securities held to maturity 155,675 161,862 Loans receivable, net 74,968,658 73,894,943 Accrued interest receivable 488,743 481,452 Federal Home Loan Bank of New York (FHLB) stock at cost substantially restricted 202,600 204,700 Prepaid income taxes 318,065 374,919 Deferred income taxes 241,271 202,141 Premises and equipment 2,063,325 2,100,403 Other assets 111,061 94,938 ------------- ------------- Total assets $ 109,537,305 $ 106,726,201 ============= ============= LIABILITIES AND STOCKHOLDERS' EQUITY Deposits $ 99,834,699 $ 96,844,712 Borrowings from FHLB 447,212 489,941 Advances by borrowers for taxes and insurance 212,353 215,480 Accrued interest payable 157,257 130,637 Accounts payable and other accrued expenses 157,207 196,968 ------------- ------------- Total liabilities 100,808,728 97,877,738 ------------- ------------- Preferred stock $.10 par value, 1,000,000 shares authorized; none issued and outstanding Common stock $.10 par value, 5,000,000 shares authorized; 662,698 shares issued, at December 31, 2006 and September 30, 2006; shares outstanding 650,535 at December 31, 2006 and September 30, 2006 respectively 66,270 66,270 Additional paid in capital 8,483,529 8,483,529 Retained earnings substantially restricted 893,748 1,028,671 Treasury stock at cost 12,163 shares at December 31, 2006 and September 30, 2006 (118,521) (118,521) Common stock aquired by employee stock ownership plan (ESOP) (187,131) (192,411) Accumulated other comprehensive income , unrealized depreciation on available for sale securities, net of taxes (409,318) (419,075) ------------- ------------- Total stockholders' equity 8,728,577 8,848,463 ------------- ------------- Total liabilities and stockholders' equity $ 109,537,305 $ 106,726,201 ============= ============= SEE NOTES TO FINANCIAL STATEMENTS 1 FARNSWORTH BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF (LOSS) INCOME AND COMPREHENSIVE (LOSS) INCOME (Unaudited) THREE MONTHS ENDED DECEMBER 31, -------------------------- 2006 2005 ----------- ----------- Interest income: Loans receivable $ 1,282,405 $ 1,260,569 Securities 246,219 228,917 Federal funds sold 95,591 63,807 ----------- ----------- Total interest income 1,624,215 1,553,293 ----------- ----------- Interest expense: Deposits 832,742 576,395 Federal Home Loan Bank advances 6,821 9,280 ----------- ----------- Total interest expense 839,563 585,675 ----------- ----------- Net interest income 784,652 967,618 Provision for loan losses -- 30,000 ----------- ----------- Net interest income after provision for loan losses 784,652 937,618 ----------- ----------- Noninterest income: Fees and other service charges 55,752 70,057 Net realized gain on available for sale: Securities 3,125 5,156 ----------- ----------- Total noninterest income 58,877 75,213 ----------- ----------- Noninterest expense: Compensation and benefits 496,043 465,748 Occupancy and equipment 126,860 126,860 Professional fees 24,444 77,033 Service fees 76,085 66,257 Merger expenses 121,032 Other 90,361 112,259 ----------- ----------- Total noninterest expense 934,825 848,157 ----------- ----------- (Loss) Income before provision for income tax expense (91,296) 164,674 Provision for income tax expense 11,100 74,500 ----------- ----------- Net (loss) income (102,396) 90,174 Other comprehensive income (loss), net of taxes Unrealized gain (loss) on securities available for sale 11,632 (108,045) Reclassification adjustments for gains included in net income (1,875) (3,094) ----------- ----------- Comprehensive loss $ (92,639) $ (20,965) =========== =========== Net (loss) income per common share: Basic $ (0.16) $ 0.14 Diluted $ (0.16) $ 0.14 Weighted average number of shares outstanding during the period: Basic 632,900 627,732 Diluted 632,900 667,179 SEE NOTES TO FINANCIAL STATEMENTS 2 FARNSWORTH BANCORP, INC. AND SUBSIDIARIES CONSOLIDATED STATEMENTS OF CASH FLOWS (Unaudited) THREE MONTHS ENDED DECEMBER 31 2006 2005 ------------ ------------ Cash flows from operating activities: Net (loss) income $ (102,396) $ 90,174 ------------ ------------ Adjustments to reconcile net income to net cash provided by operating activities Depreciation and amortization 38,065 36,903 Stock compensation 5,280 13,244 Provision for loan losses -- 30,000 Net gain on sale of AFS securities (3,125) (5,156) Change in: Accrued interest receivable (7,291) 15,868 Other assets (16,123) (27,230) Advances from borrowers (3,127) (117,083) Accrued and deferred income taxes 11,219 (103,602) Accrued interest payable 26,620 18,263 Other accrued liabilities (39,761) 8,712 ------------ ------------ Total adjustments 11,757 (130,081) ------------ ------------ Net cash used in operating activities (90,639) (39,907) ------------ ------------ Cash flows from investing activities: Net change in loans receivable (1,073,715) (1,832,942) Redemption of securities, held to maturity 6,187 198,449 Redemption of securities, available for sale 261,670 250,624 Proceeds from sale of securities available for sale 2,961,562 3,931,562 Purchase of securities, available for sale net (3,960,315) (5,906,570) Redemption of FHLB stock 2,100 348,800 Purchase of premises and equipment (987) (7,408) ------------ ------------ Net cash used in investing activities (1,803,498) (3,017,485) ------------ ------------ Cash flows from financing activities: Net change in deposits 2,989,987 (50,639) Repayment of Federal Home Loan Bank Borrowings (42,729) (40,283) Dividends paid (32,527) (32,526) ------------ ------------ Net cash provided by (used in) financing activities 2,914,731 (123,448) ------------ ------------ Net change in cash 1,020,594 (3,180,840) Cash at beginning of period 9,248,363 10,278,409 ------------ ------------ Cash at end of period $ 10,268,957 $ 7,097,569 ============ ============ Supplemental disclosure: Cash paid during the period for: Interest $ 812,943 $ 567,412 ============ ============ Income taxes $ -- $ 125,750 ============ ============ Non cash items: Unrealized gain (loss) on securities available for sale, net of deferred income taxes $ 9,757 $ (111,139) ============ ============ SEE NOTES TO FINANCIAL STATEMENTS 3 FARNSWORTH BANCORP, INC. AND SUBSIDIARY NOTES TO UNAUDITED CONSOLIDATED INTERIM FINANCIAL STATEMENTS NOTE 1. PRESENTATION OF FINANCIAL INFORMATION ------------------------------------- The accompanying unaudited consolidated interim financial statements include the accounts of Farnsworth Bancorp, Inc. (the "Company") and its subsidiaries Peoples Savings Bank (the "Bank") and Peoples Financial Services, Inc. The accompanying unaudited consolidated interim financial statements have been prepared in accordance with the instructions to Form 10-QSB. Accordingly, they do not include all of the information and footnotes required by generally accepted accounting principles for complete financial statements. The accounting and reporting policies of the Company conform in all material respects to generally accepted accounting principles and to general practice within the thrift industry. It is the opinion of management that the accompanying unaudited consolidated interim financial statements reflect all adjustments, which are considered necessary to report fairly the financial position as of December 31, 2006, the Consolidated Statements of Income and Comprehensive Income for the three months ended December 31, 2006 and 2005, and the Consolidated Statements of Cash Flows for the three months ended December 31, 2006 and 2005. The results of operations for the three months ended December 31, 2006 are not necessarily indicative of results that may be expected for the entire year ending September 30, 2007, or for any other period. The accompanying unaudited consolidated interim financial statements should be read in conjunction with the Company's September 30, 2006 consolidated financial statements, including the notes thereto, which are included in the Company's Annual Report on Form 10-KSB for the fiscal year ended September 30, 2006. In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amount of assets and liabilities, the disclosure of contingent assets and liabilities and the reported revenues and expenses. Actual results could differ significantly from those estimates. In addition, various regulatory agencies, as an integral part of their examination process, periodically review the Bank's allowance for loan losses and foreclosed real estate. Such agencies may require the Bank to recognize additions to the allowance for loan losses or additional write-downs on foreclosed real estate based on their judgments about information available to them at the time of their examination. Nature of Operations - -------------------- The Company is a unitary savings and loan holding company. The Bank operates four branches in Burlington County, New Jersey. The Bank offers customary banking services, including accepting checking, savings and time deposits and the making of commercial, real-estate and consumer loans, to customers who are predominantly small and middle-market businesses and middle-income individuals. The Company also offers brokerage, investment advisory services and insurance services to the general public through Peoples Financial Services, Inc., a subsidiary organized for the sale of mutual funds and insurance through a third party networking agreement. 4 NOTE 2. NET (LOSS) INCOME PER COMMON SHARE ---------------------------------- Basic net income per common share is calculated by dividing net income by the number of shares of common stock outstanding, adjusted for the unallocated portion of shares held by the Bank's Employee Stock Ownership Plan ("ESOP") and the Bank's restricted stock plan ("RSP"). Diluted net income per share is calculated by adjusting the number of shares of common stock outstanding to include the effect of stock options, stock-based compensation grants and other securities, if dilutive, generally, using the treasury stock method. Common Stock equivalents of the Company's common stock as of December 31, 2006 were excluded in the computation of diluted earnings per share as the computation would be anti-dilutive. For the three months ended December 31 ------------------------------------------------------------------------ 2006 2005 ---- ---- Weighted Per- Weighted Per- Average Share Average Share Income Shares Amount Income Shares Amount ------ ------ ------ ------ ------ ------ Net income available To common shareholders $(102,396) 650,535 $90,174 650,535 ESOP Shares, not Committed to be released (17,635) (22,803) ----------------------------------------------------------------------- Basic (Loss) net income (102,396) 632,900 $(0.16) $90,174 627,723 $0.14 Common Stock equivalents 39,447 ----------------------------------------------------------------------- Diluted Net (Loss) income per share $(102,396) 632,900 $(0.16) $90,174 667,179 $0.14 ======================================================================== NOTE 3. INVESTMENT SECURITIES --------------------- The Bank's investments in securities are classified in two categories and accounted for as follows: SECURITIES HELD TO MATURITY. Mortgage backed securities for which the Bank has the positive intent and ability to hold to maturity are reported at cost, adjusted for amortization of premiums and accretion of discounts which are recognized in interest income using the interest method over the period to maturity. SECURITIES AVAILABLE FOR SALE. Securities available for sale are reported at market value and consist of certain debt and equity securities not classified as trading or securities to be held to maturity. Declines in the fair value of individual held to maturity and available for sale securities below their cost that are other than temporary will result in write-downs of the individual securities to their fair value. The related write-downs will be included in earnings as realized losses. Unrealized holding gains and losses, net of tax, on securities available for sale are reported as a net amount in a separate component of equity until realized. 5 Gains and losses on the sale of securities available for sale are determined using the specific-identification method. ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS The Company may from time to time make written or oral "forward-looking statements, " including statements contained in the Company's filings with the Securities and Exchange Commission (including this Quarterly Report of Form 10-QSB), in its reports to stockholders and in other communications by the Company, which are made in good faith by the Company pursuant to the "safe harbor" provisions of the Private Securities Litigation Reform Act of 1995. These forward-looking statements involve risks and uncertainties, such as statements of the Company's plans, objectives, expectations, estimates and intentions, that are subject to change based on various important factors (some of which are beyond the Company's control). The following factors, among others, could cause the Company's financial performance to differ materially from the plans, objectives, expectations, estimates and intentions expressed in such forward-looking statements: the strength of the United States economy in general and the strength of the local economy in which the Company conducts operations; the effects of, and changes in, trade, monetary and fiscal policies and laws, including interest rate policies of the board of governors of the federal reserve system, inflation, interest rate, market and monetary fluctuations; the impact of changes in financial services' laws and regulations (including laws concerning taxes, banking securities and insurance); technological changes; and the success of the Company at managing the risks involved in the foregoing. The Company cautions that the foregoing list of important factors is not exclusive. The Company does not undertake to update any forward-looking statement, whether written or oral, that may be made from time to time by or on behalf of the Company. RECENT DEVELOPMENTS On June 23, 2006, the Company, Sterling Banks, Inc. and Sterling Bank, a New Jersey chartered commercial bank ("Sterling"), entered into an Agreement and Plan of Merger (the "Agreement"). Under the Agreement, the Company will merge with and into Sterling Banks, Inc. (In Organization), the proposed bank holding company for Sterling (the "Merger"), in exchange for 2.3625 shares of Sterling Bank's, Inc., common stock, or $27.50 in cash, or a combination of cash and stock, and at the election of the Company's Farnsworth stockholders, subject to an overall mix of 50 percent stock and 50 percent cash. The Merger is valued at approximately $19.1 million. Sterling will be the surviving bank in the Merger. The Agreement and the transactions contemplated thereby have been approved by the stockholders of the Company. The company is awaiting for all required regulatory approvals, as well as other customary conditions. The Merger is expected to be completed during the first quarter of 2007. For more information regarding the Agreement and the Merger, please refer to the Company's Current Report on Form 8-K, dated June 23, 2006, as filed with the SEC on June 26, 2006. FINANCIAL CONDITION Total assets increased $2.8 million to $109.5 million at December 31, 2006 from $106.7 million at September 30, 2006. The increase was attributed to an increase in cash and due from banks of $1.0 million, an increase in securities available for sale of $756,000 and an increase in loan receivable net of $1.1 million. The Company's total liabilities increased $2.9 million to $100.8 million at December 31, 6 2006 from $97.9 million at September 30, 2006. The increase in liabilities was attributable to an increase in deposits of $2.9 million. Stockholders' equity was $8.7 million or 8.0% of total assets at December 31, 2006, as compared to $8.8 million or 8.3% of total assets at September 30, 2006. The decrease in stockholders' equity is primarily attributable to a net loss of $102,000 and dividends paid of $33,000. RESULTS OF OPERATIONS NET LOSS. The Company's net income decreased $192,000 for the quarter ended December 31, 2006 a net loss of $102,000 from net income of $90,000 for the quarter ended December 31, 2006. The decrease in net income was mostly attributable to a decrease in net interest income after provisions for loan losses of $153,000, merger expenses of $121,000 partially offset by a decrease in income taxes of $64,000. NET INTEREST INCOME. Net interest income is the most significant component of the Company's income from operations. Net interest income is the difference between interest the Company receives on its interest earning assets, primarily loans and investments, and interest the Company pays on its interest-bearing liabilities, deposits and borrowings. Net interest income depends on the volume of and rates earned on interest-earning assets and the volume of and rates paid on interest-bearing liabilities. Net interest income after provision for loan losses decreased $153,000, or 16.3%, to $785,000 for the quarter ended December 31, 2006 as compared to $938,000 for the quarter ended December 31, 2005. The decrease was primarily due to an increase in interest expense of $254,000 partially offset by an increase in interest income of $71,000 and a decreases in provisions for loan losses of $30,000. The Company's cost of funds increased as a result of higher market interest rates. PROVISION FOR LOAN LOSSES. No provision for loan losses was provided for the three months ended December 31, 2006, compared to $30,000 for the three months ended December 31, 2005. Management believes the allowance for loan losses is at a level that is adequate to provide for estimated losses. However, there can be no assurance that further additions will not be made to the allowance and that such losses will not exceed the estimated amount. NON-INTEREST INCOME. Non-interest income decreased $16,000 or 75.0% to $59,000 for the quarter ended December 31, 2006 from $75,000 for the same quarter in 2005. The decrease was due to a decrease in deposit fees of $14,000. NON-INTEREST EXPENSE. Non-interest expense increased $87,000 or 10.25% to $935,000 for the quarter ended December 31, 2006 compared to $848,000 for the same quarter in 2005. The increase in the Company's non-interest expense was primarily due to merger expenses of $121,000 partially offset by a decrease in professional fees of $53,000 and a decrease in other expenses of $22,000. INCOME TAX EXPENSE. Income tax expense decreased by $64,000 for the quarter ended December 31, 2006 to $11,000 compared to $75,000 for the same period in 2005. This change was due to the decrease in net income for the quarter ended December 31, 2006. 7 LIQUIDITY AND CAPITAL RESOURCES The Company's primary sources of funds are deposits, repayment of loans and mortgage-backed securities, maturities of investment securities and interest-bearing deposits with other banks, advances from the FHLB of New York, and funds provided from operations. While scheduled repayments of loans and mortgage-backed securities and maturities of investment securities are predictable sources of funds, deposit flows, and loan prepayments are greatly influenced by the general level of interest rates, economic conditions and competition. The Company uses its liquidity resources principally to fund existing and future loan commitments, maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, to maintain liquidity, and meet operating expenses. Net cash used by the Company's operating activities (the cash effects of transactions that enter into the Company's determination of net income e.g., non-cash items, amortization and depreciation, provision for loan losses) for the three months ended December 31, 2006 was $91,000, an increase of $51,000 compared to the same period in 2005. The increase in 2006 was primarily attributable to a net loss of $102,000 partially offset by accrued and deferred income taxes of $115,000 and a decrease in provisions for loan losses of $30,000. Net cash used by the Company's investing activities (i.e., cash disbursements, primarily for the purchase of the Company's investment securities and mortgage-backed securities portfolios and the Company's loan portfolio) for the three months ended December 31, 2006, totaled $1.8 million. This was a decrease of $1.1 million from the quarter ended December 31, 2005. The use is attributable to funding loans receivable net of $1.1 million and purchase of available for sale securities of $4.0 million net, partially offset by redemptions and proceeds from sale of securities available for sale of $3.2 million. Net cash provided by the Company's financing activities (i.e., cash receipts primarily from net increases in deposits and net decreases in FHLB advances) for the three months ended December 31, 2006, totaled $2.9 million, compared to cash used by financing activities of $123,000 for the same period in 2005. The increase is attributable to an increase in deposits of $3.0 million, for the quarter ended December 31, 2006 compared to a decrease of $51,000 from the same period in 2005. Office of Thrift Supervision ("OTS") capital regulations applicable to the Bank require savings institutions to meet three capital standards: (1) tangible capital equal to 1.5% of total adjusted assets, (2) a leverage ratio (core capital) equal to at least 3% of total adjusted assets, and (3) a risk-based capital requirement equal to 8.0% of total risk-weighted assets. In addition, the OTS prompt corrective action regulation provides that a savings institution that has a leverage capital ratio of less than 4% (3% for institutions receiving the highest examination rating) will be deemed to be "undercapitalized" and may be subject to certain restrictions. The Bank was in compliance with these requirements at December 31, 2006, with tangible, core and risk based capital ratios respectively. 8 ITEM 3. CONTROLS AND PROCEDURES (a) Evaluation of disclosure controls and procedures. Based on their evaluation of the Company's disclosure controls and procedures (as defined in Rule 13a-15(e) under the Securities Exchange Act of 1934 (the "Exchange Act")), the Company's principal executive officer and principal financial officer have concluded that as of the end of the period covered by this Quarterly Report on Form 10-QSB such disclosure controls and procedures are effective to ensure that information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms. (b) Changes in internal control over financial reporting. During the quarter under report, there was no change in the Company's internal control over financial reporting that has materially affected, or is reasonably likely to materially affect, the Company's internal control over financial reporting. 9 PART II. OTHER INFORMATION Item 1. Legal Proceedings - -------------------------- The Registrant was not engaged in any material legal proceedings during the quarter ended December 31, 2006. From time to time, the Bank is a party to legal proceedings within the normal course of business wherein it enforces its security interests in loans made by it, and other similar matters. Item 2. Changes in Securities and Use of Proceeds - -------------------------------------------------- Not applicable. Item 3. Defaults Upon Senior Securities - ---------------------------------------- Not applicable. Item 4. Submission of Matters to a Vote of Security Holders - ------------------------------------------------------------ (a) The Registrant held a special meeting of stockholders on December 18, 2006. (b) Not applicable (c) The purpose of the special meeting was to vote upon two proposals, both of which were approved. The results of voting were as follows: Proposal #1 - Approval of Agreement and Plan of Merger dated June 23, 2006 For: 421,724 Against: 11,940 Abstain: 6,143 Proposal #2 - Approval of a proposal to adjourn the special meeting if necessary to solicit additional proxies For: 404,787 Against: 27,532 Abstain: 7,488 (d) Not applicable Item 5. Other Information - -------------------------- (a) Not applicable. (b) Not applicable. Item 6. Exhibits - ---------------- (a) Exhibits: 31 Certifications pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 32 Certification pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 SIGNATURES In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized. FARNSWORTH BANCORP, INC. Date: February 12, 2007 By: /s/ Gary N. Pelehaty ------------------------------------------- Gary N. Pelehaty President and Chief Executive Officer (Principal Executive Officer) Date: February 12, 2007 By: /s/ Charles Alessi -------------------------------------------- Charles Alessi Vice President, Chief Financial Officer, Secretary and Treasurer (Principal Financial and Accounting Officer) 12