UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934


Date of Report (Date of earliest event reported): July 18, 2007

RAINIER PACIFIC FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)

Washington

000-50362

87-0700148

(State or other jurisdiction
of incorporation)

(Commission
File Number)

(I.R.S. Employer
Identification No.)

  

1498 Pacific Avenue, Tacoma, Washington

98402

(Address of principal executive offices)

(Zip Code)

Registrant's telephone number, including area code:(253) 926-4000

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions.

 

[ ]  Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

[ ]   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

[ ]   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
      (17 CFR 240.14d-2(b))

 

[ ]   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
      (17 CFR 240.13e-4(c))

Page 1 of 4

<PAGE>

 

Item 2.02 Results of Operations and Financial Condition

        On July 18, 2007, Rainier Pacific Financial Group, Inc. issued its earnings release for the quarter ended June 30, 2007. A copy of the press release is attached as Exhibit 99.1 and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

        (c)      Exhibits

       99.1    Press Release of Rainier Pacific Financial Group, Inc. dated July 18, 2007.

Page 2 of 4

<PAGE>

 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

                                                                            RAINIER PACIFIC FINANCIAL GROUP, INC.

 

Date: July 18, 2007                                             /s/ John A. Hall                                                  
                                                                            John A. Hall
                                                                            President and Chief Executive Officer
                                                                            (Principal Executive Officer)

 

 

 

Page 3 of 4

 

 

EXHIBIT 99.1

 

 

 

Page 4 of 4

 

 

 

                                                                                                           For more information, contact:
                                                                                                            John Hall: (253) 926-4007
                                                                                                            jhall@rainierpac.com
**For Immediate Release**                                                                            or
                                                                                                            Vic Toy: (253) 926-4038
                                                                                                           vtoy@rainierpac.com

Rainier Pacific Financial Group, Inc.
Reports Second Quarter Earnings

Tacoma, Washington - July 18, 2007 - Rainier Pacific Financial Group, Inc. (the "Company") (NASDAQ GM: RPFG) announced today its second quarter results for the period ended June 30, 2007. Net income for the quarter ended June 30, 2007 was up 41.7% to $982,000, or $0.16 per diluted share, compared to net income of $693,000, or $0.12 per diluted share, for the same period in 2006. For the six months ended June 30, 2007, the Company's net income was $1.9 million, or $0.31 per diluted share, compared to net income of $1.3 million, or $0.23 per diluted share, for the same six month period in 2006.

The Company's revenue (i.e., net interest income before provisions for loan losses plus non-interest income) for the quarter ended June 30, 2007 was $8.8 million, compared to $8.3 million for the same period a year ago. Net interest income before the provision for loan losses for the quarter was $6.4 million, or 4.9% higher than the $6.1 million during the same period a year ago. For the quarter ended June 30, 2007, the Company's net interest margin improved slightly to 3.01%, compared to 2.96% for the quarter ended March 31, 2007, and 2.87% for the quarter ended June 30, 2006. The yield on the Company's interest-earning assets was 6.71% for the quarter ended June 30, 2007,

Page 1 of 11

<PAGE>

compared to 6.69% and 6.22% for the quarters ended March 31, 2007 and June 30, 2006, respectively. For the quarter ended June 30, 2007, the Company's cost of interest-bearing liabilities was 4.11%, compared to 4.13% and 3.69% for the quarters ended March 31, 2007 and June 30, 2006, respectively.

Non-interest income was up 4.5% to $2.3 million for the quarter ended June 30, 2007, compared to $2.2 million for the same quarter in 2006. An increase of $104,000 in property and casualty insurance service fees during the second quarter of 2007, compared to the same quarter in 2006, accounted for most of the increase in non-interest income.

The Company continued to focus on managing operating expenses effectively. Non-interest expense was $7.1 million for the quarter ended June 30, 2007, and was unchanged compared to the quarters ended March 31, 2007 and June 30, 2006.

At June 30, 2007, the Company's total assets were $904.8 million, slightly higher than the $902.7 million at December 31, 2006. Total shareholders' equity at June 30, 2007 was $89.9 million, compared to $87.8 million at December 31, 2006.

In the second quarter ended June 30, 2007, the Company purchased and retired 10,000 shares of its outstanding shares of common stock at an average price of $20.70 per share. At June 30, 2007, the Company had the authority to purchase an additional 213,920 shares of common stock under its currently approved stock repurchase program.

Page 2 of 11

<PAGE>

The Company's book value and tangible book value per share as of June 30, 2007 were $14.63 and $14.11 per share, respectively, based upon 6,144,259 outstanding shares of common stock. The number of outstanding shares includes 132,482 restricted shares granted to participants under the Company's 2004 Management Recognition Plan that have not yet vested or were not ratably earned, and excludes 424,211 of unallocated shares held by the Rainier Pacific 401(k) Employee Stock Ownership Plan.

Total loans were $647.4 million at June 30, 2007, compared to $638.5 million at March 31, 2007 and $639.4 million at December 31, 2006, respectively. For the quarter ended June 30, 2007, the yield on loans was 7.27%, compared to 7.24% and 6.92% for the quarters ended March 31, 2007 and June 30, 2006, respectively. At June 30, 2007, the loan portfolio consisted of 33.3% commercial real estate loans, 24.6% multi-family real estate loans, 12.2% single-family real estate loans, 11.7% real estate construction loans, 8.6% consumer loans, 6.9% home equity loans, and 2.7% commercial business loans.

Total loan originations increased during the quarter ended June 30, 2007 to $61.1 million, compared to $40.4 million and $58.0 million for the quarters ended March 31, 2007 and June 30, 2006, respectively. Loan originations for the quarter ended June 30, 2007 were primarily comprised of commercial real estate and construction loans and increased business lending.

The Company sold $5.6 million of single-family fixed-rate real estate loans which generated $66,000 in net gains during the quarter ended June 30, 2007, compared to $2.6 million in loan sales and

Page 3 of 11

<PAGE>

$46,000 in net gains during the same period in 2006. The portfolio of loans serviced for others increased to $113.4 million at June 30, 2007, compared to $106.4 million at June 30, 2006.

Loan portfolio credit quality remained good during the second quarter. Net charge-offs were $191,000 for the quarter ended June 30, 2007, compared to $157,000 for the quarter ended March 31, 2007, and $227,000 for the quarter ended June 30, 2006. Loans more than 30 days delinquent as a percentage of total loans were 0.26% at June 30, 2007, unchanged compared to March 31, 2007, and slightly lower than the 0.28% at December 31, 2006. Non-performing loans (i.e., loans 90 days or more past due or non-accrual loans) were $217,000, or 0.03% of total loans, at June 30, 2007, compared to $224,000, or 0.04% of total loans, at March 31, 2007, and $241,000, or 0.04% of total loans, at December 31, 2006. Non-performing assets were $233,000, or 0.03% of total assets, at June 30, 2007, compared to $245,000, or 0.03% of total assets, at March 31, 2007, and $274,000 or 0.03% of total assets, at December 31, 2006. The Company's provision for loan losses was $150,000 for the quarter ended Jun e 30, 2007, unchanged from the provision made for the quarters ended March 31, 2007 and June 30, 2006. The allowance for loan losses of $8.2 million at June 30, 2007, representing an allowance to total loans ratio of 1.27%, was slightly lower than the $8.3 million at both March 31, 2007 and December 31, 2006.

The investment securities portfolio at June 30, 2007 of $190.7 million (excluding $13.7 million in Federal Home Loan Bank of Seattle stock holdings), was less than the $194.5 million at March 31, 2007, and the $226.1 million at June 30, 2006. These declines reflect the Company's decision to gradually reduce the size of its investment portfolio, while increasing the loan portfolio component of its earnings assets.

Page 4 of 11

<PAGE>

Total deposits were $460.3 million at June 30, 2007, compared to $466.7 million at March 31, 2007 and $457.4 million at December 31, 2006. Core deposits (comprised of checking, savings, money market, and individual retirement accounts) increased $22.0 million to $242.4 million, or 52.7% of total deposits, as of June 30, 2007, compared to $220.4 million at of December 31, 2006. Brokered deposit balances were $50.6 million at June 30, 2007, compared to $49.9 million at March 31, 2007 and $50.9 million at December 31, 2006. For the quarter ended June 30, 2007, the average cost of interest-bearing deposits was 3.83%, compared to 3.89% for the quarter ended March 31, 2007 and 3.26% for the quarter ended June 30, 2006. The decrease in the second quarter of 2007 cost of interest-bearing deposits compared to the first quarter resulted from less aggressive pricing tactics, while the increased cost of interest-bearing deposits compared to the prior year was the result of higher short-t erm interest rates and enhanced competition for deposits in our local market.

"The operating environment remains challenging with the continuation of a relatively flat yield curve and aggressive local competition for both loans and customer deposits. These factors continue to create pressure on our ability to achieve growth in our loan and deposit portfolios, and to further expand our net interest margin. Despite these challenges, we are pleased with the improvement in our profitability and our ability to continue to restructure our loan portfolio, while maintaining very good loan quality, during the first half of 2007. Looking forward to the second half of the year, we will remain focused on maintaining credit quality, effectively managing operating expenses, and profitably growing our core business," said John A. Hall, President and CEO.

Page 5 of 11

<PAGE>

Rainier Pacific Financial Group, Inc. is the bank holding company for Rainier Pacific Bank, a Tacoma, Washington-based state-chartered savings bank operating 14 full-service locations in the Tacoma-Pierce County and City of Federal Way market areas.

For additional information, visit Rainier Pacific's website atwww.rainierpac.com.

Forward-looking statements:

Certain matters discussed in this press release may contain forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995. These forward-looking statements relate to, among other things, expectations of the business environment in which the Company operates, projections of future performance, perceived opportunities in the market, potential future credit experience, and statements regarding the Company's mission and vision. These forward-looking statements are based upon current management expectations and may, therefore, involve risks and uncertainties. The Company's actual results, performance, or achievements may differ materially from those suggested, expressed, or implied by forward-looking statements as a result of a wide variety or range of factors including, but not limited to, interest rate fluctuations; economic conditions in the Company's primary market area; demand for residential, commercial real estate, consumer, and other types of loans; success of new products; competitive conditions between banks and non-bank financial service providers; regulatory and accounting changes; technological factors affecting operations; pricing of products and services; and other risks detailed in the Company's reports filed with the Securities and Exchange Commission, including its Annual Report on Form 10-K for the fiscal year ended December 31, 2006. Accordingly, these factors should be considered in evaluating forward-looking statements, and undue reliance should not be placed on such statements. The Company undertakes no responsibility to update or revise any forward-looking statement.

Page 6 of 11

<PAGE>

Rainier Pacific Financial Group, Inc. & Subsidiary
Consolidated Statements of Condition

(Dollars in Thousands)

ASSETS

At June 30,

At March 31,

At December 31,

2007

2007

2006

 

   Cash and cash equivalents

$ 12,626  

$ 12,452  

$ 11,847  

   Interest-bearing deposits with banks

625  

8,206  

57  

   Securities available-for-sale

141,543  

143,541  

145,110  

   Securities held-to-maturity (fair value of $47,453 at June 30,
     2007; $50,108 at March 31, 2007; and $51,589 at December
     31, 2006)

49,110  

50,950  

52,652  

   Federal Home Loan Bank of Seattle ("FHLB") stock, at cost

13,712  

13,712  

13,712  

 

   Loans

647,385  

638,500  

639,378  

     Less: allowance for loan losses

(8,235)

(8,276)

(8,283)

        Loans, net

639,150  

630,224  

631,095  

 

   Premises and equipment, net

33,858  

33,913  

34,383  

   Accrued interest receivable

4,035  

4,154  

4,177  

   Other assets

10,184  

9,408  

9,664  

        TOTAL ASSETS

$904,843  

$906,560  

$902,697  

 

 

LIABILITIES AND SHAREHOLDERS' EQUITY

LIABILITIES:

   Deposits

     Non-interest bearing

$ 36,941  

$ 36,418  

$ 33,722  

     Interest-bearing

423,375  

430,317  

423,703  

        Total deposits

460,316  

466,735  

457,425  

 

   Borrowed funds

343,615  

339,285  

345,395  

   Corporate drafts payable

4,200  

6,053  

3,537  

   Accrued compensation and benefits

1,415  

826  

2,111  

   Other liabilities

5,387  

4,868  

6,399  

        TOTAL LIABILITIES

814,933  

817,767  

814,867  

SHAREHOLDERS' EQUITY:

   Common stock, no par value: 49,000,000 shares authorized;
     6,568,470 shares issued and 6,011,777 shares outstanding at
     June 30, 2007; 6,569,670 shares issued and 5,987,892 shares
     outstanding at March 31, 2007; and 6,587,670 shares issued
     and 5,971,913 shares outstanding at December 31, 2006

50,434  

50,164  

50,038  

   Unearned Employee Stock Ownership Plan ("ESOP") shares

(4,242)

(4,412)

(4,582)

   Accumulated other comprehensive loss, net of tax

(480)

(601)

(806)

   Retained earnings

44,198  

43,642  

43,180  

        TOTAL SHAREHOLDERS' EQUITY

89,910  

88,793  

87,830  

 

 

        TOTAL LIABILITIES AND SHAREHOLDERS' EQUITY

$904,843  

$906,560  

$902,697  


Page 7 of 11

<PAGE>

Rainier Pacific Financial Group, Inc. & Subsidiary
Consolidated Statements of Income

(Dollars in Thousands, except per share data)

Three Months Ended

Six Months Ended

June 30,

June 30,

2007

 

2006

2007

2006

INTEREST INCOME

     Loans

$11,645   

$10,414   

$23,244   

$20,407   

     Securities available-for-sale

2,032   

2,005   

4,084   

3,930   

     Securities held-to-maturity

546   

723   

1,111   

1,465   

     Interest-bearing deposits

70   

52   

80   

116   

     FHLB dividends

20   

-   

34   

-   

        Total interest income

14,313   

13,194   

28,553   

25,918   

INTEREST EXPENSE

     Deposits

4,053   

3,277   

8,164   

6,276   

     Borrowed funds

3,841   

3,821   

7,584   

7,146   

        Total interest expense

7,894   

7,098   

15,748   

13,422   

        Net interest income

6,419   

6,096   

12,805   

12,496   

PROVISION FOR LOAN LOSSES

150   

150   

300   

300   

          Net interest income after provision for loan loss

6,269   

5,946   

12,505   

12,196   

NON-INTEREST INCOME

     Deposit service fees

879   

897   

1,705   

1,701   

     Loan service fees

346   

290   

638   

550   

     Insurance service fees

622   

518   

1,165   

1,034   

     Investment service fees

144   

163   

257   

284   

     Real estate lease income

271   

281   

565   

564   

     Gain on sale of securities, net

-   

-   

-   

-   

     Gain on sale of loans, net

66   

46   

202   

52   

     Gain on sale of premises and equipment, net

-   

-   

10   

-   

     Other operating income

16   

27   

44   

57   

        Total non-interest income

2,344   

2,222   

4,586   

4,242   

NON-INTEREST EXPENSE

 

     Compensation and benefits

4,068   

4,034   

8,061   

8,064   

     Office operations

956   

1,308   

1,942   

2,606   

     Occupancy

624   

635   

1,259   

1,275   

     Loan servicing

129   

144   

239   

261   

     Outside and professional services

258   

237   

690   

656   

     Marketing

289   

222   

532   

451   

     Other operating expenses

778   

523   

1,488   

1,071   

        Total non-interest expense

7,102   

7,103   

14,211   

14,384   

INCOME BEFORE PROVISION FOR FEDERAL INCOME
  TAX

1,511   

1,065   

2,880   

2,054   

PROVISION FOR FEDERAL INCOME TAX

529   

372   

1,008   

719   

 

NET INCOME

$   982   

$    693   

$  1,872   

$  1,335   

EARNINGS PER COMMON SHARE

     Basic

 $  0.16   

$   0.12   

$   0.31   

$   0.23   

     Diluted

$  0.16   

$   0.12   

$   0.31   

$   0.23   

     Weighted average shares outstanding - Basic

5,995,114(1)

5,924,609(2)

5,985,772(1)

5,927,839(2)

     Weighted average shares outstanding - Diluted

6,073,991(1)

5,935,785(2)

6,072,146(1)

5,930,684(2)

(1)   Weighted average shares outstanding - Basic includes 196,818 vested and ratably earned shares of the 329,300 restricted shares granted and issued under the
       2004 Management Recognition Plan ("MRP"), net of forfeited shares.
(2)   Weighted average shares outstanding - Basic includes 133,430 vested and ratably earned shares of the 324,000 restricted shares granted and issued under the
       MRP, net of forfeited shares.

Page 8 of 11

<PAGE>

Rainier Pacific Financial Group, Inc. & Subsidiary
Consolidated Statements of Income

(Dollars in Thousands, except per share data)

Three Months Ended

June 30,
2007

March 31,
2007

December 31,
2006

September 30,
2006

INTEREST INCOME

     Loans

$11,645   

$11,599   

$11,427   

$11,206   

     Securities available-for-sale

2,032   

2,052   

2,095   

2,187   

     Securities held-to-maturity

546   

565   

581   

617   

     Interest-bearing deposits

70   

10   

11   

168   

     FHLB dividends

20   

14   

14   

-   

        Total interest income

14,313   

14,240   

14,128   

14,178   

INTEREST EXPENSE

     Deposits

4,053   

4,111   

4,065   

3,879   

     Borrowed funds

3,841   

3,743   

3,888   

3,986   

        Total interest expense

7,894   

7,854   

7,953   

7,865   

        Net interest income

6,419   

6,386   

6,175   

6,313   

PROVISION FOR LOAN LOSSES

150   

150   

150   

150   

          Net interest income after provision for loan loss

6,269   

6,236   

6,025   

6,163   

NON-INTEREST INCOME

     Deposit service fees

879   

826   

887   

932   

     Loan service fees

346   

292   

330   

308   

     Insurance service fees

622   

543   

499   

545   

     Investment service fees

144   

113   

94   

179   

     Real estate lease income

271   

294   

298   

277   

     Gain on sale of securities, net

-   

-   

-   

3   

     Gain on sale of loans, net

66   

136   

203   

23   

     Gain on sale of premises and equipment, net

-   

10   

-   

7   

     Other operating income

16   

28   

24   

29   

        Total non-interest income

2,344   

2,242   

2,335   

2,303   

NON-INTEREST EXPENSE

     Compensation and benefits

4,068   

3,993   

3,785   

3,935   

     Office operations

956   

986   

1,164   

1,385   

     Occupancy

624   

635   

687   

666   

     Loan servicing

129   

110   

143   

125   

     Outside and professional services

258   

432   

354   

291   

     Marketing

289   

243   

219   

276   

     Other operating expenses

778   

710   

663   

633   

        Total non-interest expense

7,102   

7,109   

7,015   

7,311   

 

INCOME BEFORE PROVISION FOR FEDERAL
  INCOME TAX

1,511   

1,369   

1,345   

1,155   

 

 

PROVISION FOR FEDERAL INCOME TAX

529   

479   

471   

404   

 

NET INCOME

$    982   

$    890   

$    874   

$    751   

 

EARNINGS PER COMMON SHARE

 

     Basic

$   0.16   

$   0.15   

$   0.15   

$   0.13   

     Diluted

$   0.16   

$   0.15   

$   0.15   

$   0.13   

     Weighted average shares outstanding - Basic

5,995,114(1)

5,976,430(2)

5,958,304(3)

5,951,363(4)

     Weighted average shares outstanding - Diluted

6,073,991   

6,094,582   

6,022,936   

5,993,987   

(1)   Weighted average shares outstanding - Basic includes 196,818 vested and ratably earned shares of the 329,300 restricted shares granted and issued under the
       MRP, net of forfeited shares.
(2)   Weighted average shares outstanding - Basic includes 180,708 vested and ratably earned shares of the 321,300 restricted shares granted and issued under the
       MRP, net of forfeited shares.
(3)   Weighted average shares outstanding - Basic includes 165,203 vested and ratably earned shares of the 322,800 restricted shares granted and issued under the
       MRP, net of forfeited shares.
(4)   Weighted average shares outstanding - Basic includes 149,313 vested and ratably earned shares of the 322,800 restricted shares granted and issued under the
       MRP, net of forfeited shares.

Page 9 of 11

<PAGE>

Rainier Pacific Financial Group, Inc. & Subsidiary
Selected Information and Ratios

(Dollars in Thousands)

As of

June 30,

March 31,

December 31,

September 30,

June 30,

2007

2007

2006

2006

2006

Loan portfolio composition:

   Real estate:

     One- to four-family residential

$      79,018 

$     80,324 

$     81,542

$     85,387

$     85,878

     Five or more family residential

159,137 

161,273 

163,060

162,741

165,344

     Commercial

215,442 

203,732 

195,854

190,563

180,390

        Total real estate

453,597 

445,329 

440,456

438,691

431,612

   Real estate construction:

     One- to four-family residential

72,838 

75,060 

75,508

67,115

57,624

     Five or more family residential

3,187 

3,640 

4,180

4,875

4,927

     Commercial

-

-

-

        Total real estate construction

76,025 

78,700 

79,688

71,990

62,551

   Consumer:

     Automobile

26,623 

29,298 

31,888

33,656

34,374

     Home equity

44,610 

42,738 

42,718

41,571

36,978

     Credit cards

22,018 

21,936 

23,327

21,965

21,566

     Other

7,310 

7,494 

8,179

8,593

8,587

        Total consumer

100,561 

101,466 

106,112

105,785

101,505

   Commercial/Business

17,202 

13,005 

13,122

12,241

12,746

        Subtotal

647,385 

638,500 

639,378

628,707

608,414

Less: Allowance for loan losses

(8,235)

(8,276)

(8,283)

(8,414)

(8,410)

   Total loans, net

$    639,150 

$    630,224 

$    631,095

$    620,293

$    600,004

Sold loans, serviced for others

$    113,434 

$    112,669 

$    110,297

$    107,100

$    106,360

Non-performing assets:

   Loans 90 days or more past due

$          217 

$          224 

$          241

$          194

$           98

   Repossessed assets

16 

21 

33

8

-

   Other real estate owned

-

-

-

     Total non-performing assets

$          233 

$          245 

$          274

$          202

$           98

 

Loans greater than 30 days delinquent

$       1,651 

$       1,684 

$       1,776

$       1,516

$      1,268

Loans greater than 30 days delinquent as a
   percentage of loans

0.26%

0.26%

0.28%

0.24%

0.21%

Non-performing loans as a percentage of loans

0.03%

0.04%

0.04%

0.03%

0.02%

Non-performing assets as a percentage of assets

0.03%

0.03%

0.03%

0.02%

0.01%

Allowance for loan loss as a percentage of non-
   performing loans

3,794.93%

3,694.64%

3,436.93%

4,337.11%

8,581.63%

Allowance for loan loss as a percentage of non-
   performing assets

3,534.33%

3,377.96%

3,022.99%

4,165.35%

8,581.63%

Allowance for loan loss as a percentage of total loans

1.27%

1.30%

1.30%

1.34%

1.38%

Core deposits (all deposits, excluding CDs)

$    242,446 

$    242,442 

$    220,352

$    224,267

$    205,593

Non-core deposits (CDs)

217,870 

224,293 

237,073

234,227

243,838

   Total deposits

$    460,316 

$    466,735 

$    457,425

$    458,494

$    449,431

 

Loans/Deposits

140.64%

136.80%

139.78%

137.12%

135.37%

Equity/Assets

9.94%

9.79%

9.73%

9.63%

9.28%

Page 10 of 11

<PAGE>

Rainier Pacific Financial Group, Inc. & Subsidiary
Selected Information and Ratios

(Dollars in Thousands)

Three Months Ended
June 30,

Six Months Ended
June 30,

2007

2006

2007

2006

 

Loan growth

1.39%

2.14%

1.25%

4.38%

Deposit growth (decline)

(1.38%)

0.04%

0.63%

2.60%

Equity growth

1.26%

0.92%

2.37%

0.66%

Asset growth (decline)

(0.19%)

3.17%

0.24%

5.56%

 

Loans originated

$61,072

$58,001

$101,437

$104,040

Loans sold

$5,558

$2,600

$12,377

$7,017

Loans charged-off, net

$191

$227

$348

$487

 

Increase in non-interest income

5.49%

31.40%

8.11%

15.87%

Increase (decrease) in non-interest expense

(0.01%)

8.13%

(1.20%)

7.01%

Net charge-offs to average loans

0.12%

0.15%

0.11%

0.16%

Efficiency ratio

81.05%

85.39%

81.71%

85.94%

Return on assets

0.43%

0.31%

0.41%

0.30%

Return on equity

4.39%

3.26%

4.21%

3.14%

Interest-earning assets:

     Yield on loans

7.27%

6.92%

7.26%

6.86%

     Yield on investments

5.34%

4.77%

5.34%

4.67%

     Yield on FHLB stock

0.60%

0.00%

0.50%

0.00%

          Yield on interest-earning assets

6.71%

6.22%

6.70%

6.14%

 

Interest-bearing liabilities:

     Cost of deposits

3.83%

3.26%

3.86%

3.10%

     Cost of borrowed funds

4.45%

4.16%

4.45%

4.01%

          Cost of interest-bearing liabilities

4.11%

3.69%

4.12%

3.53%

               Net interest rate spread

2.60%

2.53%

2.58%

2.61%

 

Net interest margin

3.01%

2.87%

2.98%

2.94%

 

Net interest margin-quarter ended 06/30/2007

3.01%

Net interest margin-quarter ended 03/31/2007

2.96%

Net interest margin-quarter ended 12/31/2006

2.92%

Net interest margin-quarter ended 09/30/2006

2.96%

Net interest margin-quarter ended 06/30/2006

2.87%

As of

June 30,

March 31,

December 31,

September 30,

June 30,

2007

2007

2006

2006

2006

Shares outstanding at end of period

6,144,259(1)

6,128,485(2)

6,129,511(3)

6,142,537(4)

6,136,763(5)

Book value per share

$14.63   

$14.49   

$14.33   

$14.12   

$13.89   

Tangible book value per share

$14.11   

$13.96   

$13.79   

$13.57   

$13.34   

(1)  Shares outstanding represent 6,568,470 shares issued (including 132,482 unvested restricted shares granted under the MRP), less 424,211 unallocated
      shares under the ESOP.
(2)  Shares outstanding represent 6,569,670 shares issued (including 140,592 unvested restricted shares granted under the MRP), less 441,185 unallocated
      shares under the ESOP.
(3)  Shares outstanding represent 6,587,670 shares issued (including 157,597 unvested restricted shares granted under the MRP), less 458,159 unallocated
      shares under the ESOP.
(4)  Shares outstanding represent 6,617,670 shares issued (including 173,488 unvested restricted shares granted under the MRP), less 475,133 unallocated
      shares under the ESOP.
(5)  Shares outstanding represent 6,628,870 shares issued (including 190,570 unvested restricted shares granted under the MRP), less 492,107 unallocated
      shares under the ESOP.

Page 11 of 11

<PAGE>