t66066_10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
     
 
FORM 10-Q
 
(Mark One)
   
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
                  For the quarterly period ended June 30, 2009
   
 
OR
   
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
   
 
For the transition period from  ______________to______________
   
 
Commission file number: 001-34051
   
Malvern Federal Bancorp, Inc.
(Exact Name of Registrant as Specified in Its Charter)
   
   
 
United States
 
38-3783478
(State or Other Jurisdiction of Incorporation or Organization)
 
(I.R.S. Employer Identification No.)
     
     
              42 East Lancaster Avenue
   
              Paoli, Pennsylvania
 
19301
            (Address of Principal Executive Offices)
 
(Zip Code)
     
 
 
(610) 644-9400
 
 
(Registrant’s Telephone Number, Including Area Code)
 
 
          Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
   
x  Yes
o  No
 
          Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
o  Yes
o  No
 
          Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check One):
           
 
Large accelerated filer
o
Accelerated filer
o
 
           
 
Non-accelerated filer
o
Smaller reporting company
x
 
 
(Do not check if a smaller reporting company)
     
 
          Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
   
o  Yes
x  No
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date: As of August 7, 2009, 6,152,500 shares of the Registrant’s common stock were issued and outstanding.
 




 

 

Table of Contents
         
     
Page
PART I - FINANCIAL INFORMATION
   
     
Item 1.
 
Financial Statements:
   
         
   
Unaudited Consolidated Statements of Financial Condition as of June 30, 2009 and September 30, 2008
1
 
         
   
Unaudited Consolidated Statements of Income for the three and nine months ended June 30, 2009 and 2008
2
 
         
   
Unaudited Consolidated Statements of Changes in Shareholders’ Equity for the nine months ended June 30, 2009 and 2008
3
 
         
   
Unaudited Consolidated Statements of Cash Flows for the nine months ended June 30, 2009 and 2008
4
 
         
   
Notes to Unaudited Consolidated Financial Statements
5
 
         
Item 2.
 
Management’s Discussion and Analysis of Financial Condition and Results of Operations
26
 
         
Item 3.
 
Quantitative and Qualitative Disclosures About Market Risk
39
 
         
Item 4T.
 
Controls and Procedures
39
 
     
PART II - OTHER INFORMATION
   
     
Item 1.
 
Legal Proceedings
39
 
         
Item 1A.
 
Risk Factors
39
 
         
Item 2.
 
Unregistered Sales of Equity Securities and Use of Proceeds
40
 
         
Item 3.
 
Defaults Upon Senior Securities
40
 
         
Item 4.
 
Submission of Matters to a Vote of Security Holders
40
 
         
Item 5.
 
Other Information
40
 
         
Item 6.
 
Exhibits
40
 
         
Signatures
 
41
 

 

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Consolidated Statements of Financial Condition (Unaudited)
 
   
June 30, 2009
   
September 30, 2008
 
Assets
           
             
Cash and due from depository institutions
  $ 9,912,881     $ 5,727,820  
Interest bearing deposits in depository institutions
    26,364,242       7,194,477  
                 
Cash and Cash Equivalents
    36,277,123       12,922,297  
                 
Investment securities available for sale
    27,512,712       21,968,607  
Investment securities held to maturity (fair value of $2,564,842 and $2,830,221, respectively)
    2,496,568       2,869,837  
Restricted stock, at cost
    6,566,973       6,895,673  
Loans receivable, net of allowance for loan losses of $5,043,357 and $5,504,512, respectively
    600,343,081       571,536,460  
Accrued interest receivable
    2,315,065       2,452,694  
Property and equipment, net
    8,591,560       9,018,484  
Deferred income taxes, net
    2,537,648       2,257,575  
Bank-owned life insurance
    13,509,741       8,135,630  
Real estate owned
    4,939,570       230,262  
Other assets
    2,227,561       1,221,188  
                 
Total Assets
  $ 707,317,602     $ 639,508,707  
                 
Liabilities and Shareholders’ Equity
               
                 
Liabilities
               
                 
Deposits:
               
Deposits-noninterest-bearing
  $ 19,556,344     $ 18,470,229  
Deposits-interest-bearing
    507,193,316       435,022,907  
                 
Total Deposits
    526,749,660       453,493,136  
                 
FHLB line of credit
          8,500,000  
FHLB advances
    104,957,307       105,298,447  
Advances from borrowers for taxes and insurance
    3,638,465       1,579,203  
Accrued interest payable
    753,503       894,061  
Other liabilities
    1,441,825       908,161  
                 
Total Liabilities
    637,540,760       570,673,008  
                 
Commitments and Contingencies
           
                 
Shareholders’ Equity
               
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued
           
Common stock, $0.01 par value, 40,000,000 shares authorized, issued and outstanding: 6,152,500 shares
    61,525       61,525  
Additional paid-in capital
    25,941,198       25,959,169  
Retained earnings
    46,400,501       45,663,389  
Unearned Employee Stock Ownership Plan (ESOP) shares
    (2,480,947 )     (2,571,028 )
Accumulated other comprehensive loss
    (145,435 )     (277,356 )
Total Shareholders’ Equity
    69,776,842       68,835,699  
                 
Total Liabilities and Shareholders’ Equity
  $ 707,317,602     $ 639,508,707  
                 
See notes to unaudited consolidated financial statements.
 
 

 1

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Consolidated Statements of Income (Unaudited)
 
   
For The Three Months Ended
June 30,
   
For the Nine Months Ended
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
                         
Interest and Dividend Income
                       
Loans, including fees
  $ 8,343,350     $ 8,023,758     $ 25,265,115     $ 23,693,454  
Investment securities, taxable
    214,116       189,623       630,204       665,549  
Investment securities, tax-exempt
    18,988       21,042       61,077       70,942  
Dividends, restricted stock
          63,941             182,056  
Interest-bearing cash accounts
    15,514       47,550       40,471       161,462  
                                 
Total Interest and Dividend Income
    8,591,968       8,345,914       25,996,867       24,773,463  
                                 
Interest Expense
                               
Deposits
    3,406,534       3,495,575       10,318,468       11,329,166  
Short-term borrowings
          29,154       8,699       106,528  
Long-term borrowings
    1,293,693       1,071,214       3,905,962       3,033,600  
                                 
Total Interest Expense
    4,700,227       4,595,943       14,233,129       14,469,294  
                                 
Net Interest Income
    3,891,741       3,749,971       11,763,738       10,304,169  
                                 
Provision for Loan Losses
    310,000       405,506       1,217,423       868,506  
                                 
Net Interest Income after Provision for Loan Losses
    3,581,741       3,344,465       10,546,315       9,435,663  
                                 
Other Income
                               
Service charges and other fees
    376,536       321,044       1,006,144       891,348  
Rental income
    63,993       62,377       190,959       192,115  
Gain on sale of investment securities available for sale, net
    1,324             28,530        
Gain on disposal of fixed assets
                8,200        
Gain on sale of loans, net
                      42,788  
Gain (loss) on sale of other real estate owned, net
    (17,715 )           (17,715 )      
Earnings on bank owned life insurance
    137,951       85,964       374,111       260,336  
                                 
Total Other Income
    562,089       469,385       1,590,229       1,386,587  
                                 
Other Expenses
                               
Salaries and employee benefits
    1,662,702       1,391,584       4,746,719       4,155,456  
Occupancy expense
    457,686       483,306       1,414,175       1,468,428  
Federal deposit insurance premiums
    413,444       11,996       581,774       36,394  
Advertising
    189,879       195,345       552,141       495,664  
Data processing
    280,914       217,484       866,015       700,377  
Professional fees
    238,618       137,503       745,039       386,802  
Real estate owned expense
    223,928             223,929        
Other operating expenses
    550,664       311,467       1,643,630       1,140,520  
Charitable contribution to foundation
          1,229,270             1,229,270  
                                 
Total Other Expenses
    4,017,835       3,977,955       10,773,422       9,612,911  
                                 
Income (Loss) Before Income Taxes
    125,995       (164,105 )     1,363,122       1,209,339  
                                 
Income Taxes (Benefit)
    (28,276 )     (101,488 )     321,461       334,998  
Net Income (Loss)
  $ 154,271     $ (62,617 )   $ 1,041,661     $ 874,341  
                                 
Basic Earnings Per Share
  $ 0.03       N/A     $ 0.18       N/A  
Dividends Declared Per Share
  $ 0.03       N/A     $ 0.11       N/A  
 
See notes to unaudited consolidated financial statements.

 

 2

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)
 
   
Common
Stock
   
Additional
Paid-In
Capital
   
Retained
Earnings
   
Unearned
ESOP
Shares
   
Accumulated
Other
Comprehensive
Loss
   
Total
Shareholders’
Equity
 
Balance, October 1, 2007
  $     $     $ 44,321,829     $     $ (282,654 )   $ 44,039,175  
Comprehensive income:
                                               
Net income
                874,341                   874,371  
                                                 
Net change in unrealized loss on securities available for sale, net of tax effect
                            (48,092 )     (48,092 )
Total comprehensive income
                                  826,249  
                                                 
Proceeds from issuance of common stock, net of offering expense of $1,700,000
    61,525       25,924,725                         25,986,250  
                                                 
Purchase of stock for ESOP
                      (996,176 )           (996,176 )
                                                 
Balance, June 30, 2008
  $ 61,525     $ 25,924,725     $ 45,196,170     $ (996,176 )   $ (330,746 )   $ 69,855,498  
                                                 
Balance, October 1, 2008
  $ 61,525     $ 25,959,169     $ 45,663,389     $ (2,571,028 )   $ (277,356 )   $ 68,835,699  
Comprehensive income:
                                               
Net income
                1,041,661                   1,041,661  
                                                 
Net change in unrealized loss on securities available for sale, net of tax effect
                            131,921       131,921  
Total comprehensive income
                                  1,173,582  
Cash dividends declared ($0.11 per share)
                (304,549 )                 (304,549 )
Committed to be released ESOP shares
          (17,971 )           90,081             72,110  
                                                 
Balance, June 30, 2009
  $ 61,525     $ 25,941,198     $ 46,400,501     $ (2,480,947 )   $ (145,435 )   $ 69,776,842  
 
See notes to unaudited consolidated financial statements.

 

 3

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
 
   
Nine Months Ended June 30,
 
   
2009
   
2008
 
Cash Flows from Operating Activities
           
Net income
  $ 1,041,661     $ 874,341  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation expense
    704,834       690,650  
Provision for loan losses
    1,217,423       868,506  
Deferred income taxes
    (351,201 )     (927,404 )
ESOP expenses
    72,110        
Amortization of premiums and (accretion) of discounts on investment securities, net
    (93,550 )     186,285  
Amortization of mortgage servicing rights
    86,582       97,654  
Net gain on sale of investment securities available for sale
    (28,530 )      
Net gain on disposal of fixed assets
    (8,200 )      
Net gain on sale of loans
          (42,788 )
Decrease in accrued interest receivable
    137,629       236,950  
Decrease in accrued interest payable
    (140,558 )     (231,564 )
Increase in other liabilities
    533,664       107,350  
Earnings on bank-owned life insurance
    (374,111 )     (260,336 )
(Increase) decrease in other assets
    (1,065,278 )     555,295  
Amortization of loan origination fees and costs
    (80,266 )     (1,038,826 )
Increase in income tax payable
          48,827  
                 
Net Cash Provided by Operating Activities
    1,652,209       1,164,940  
                 
Cash Flows from Investing Activities
               
Proceeds from maturities and principal collections:
               
Investment securities held to maturity
    371,509       190,681  
Investment securities available for sale
    8,513,425       14,946,081  
Proceeds from sales, investment securities available for sale
    1,149,754        
Purchases of investment securities held to maturity
          (1,639,244 )
Purchases of investment securities available for sale
    (14,880,386 )     (8,995,470 )
Proceeds from sale of loans
          9,301,059  
Purchase of other real estate owned
    (780,281 )      
Loan purchases
    (35,661,199 )     (79,359,267 )
Loan originations and principal collections, net
    1,788,394       4,518,044  
Purchases of bank-owned life insurance
    (5,000,000 )      
Net decrease (increase) in FHLB stock
    328,700       (817,400 )
Purchases of property and equipment
    (269,710 )     (291,109 )
                 
Net Cash Used in Investing Activities
    (44,439,794 )     (62,246,625 )
                 
Cash Flows from Financing Activities
               
Net increase (decrease) in deposits
    73,256,524       4,728,865  
Net (decrease) increase in short-term borrowings
    (8,500,000 )     3,000,000  
Proceeds from long-term borrowings
    5,000,000       17,495,400  
Repayment of long-term borrowings
    (5,341,140 )      
Increase in advances from borrowers for taxes and insurance
    2,059,262       2,644,200  
Proceeds from stock issuance, net of expenses
          25,986,250  
ESOP shares purchased
          (996,176 )
Cash dividends paid
    (332,235 )      
                 
Net Cash Provided by Financing Activities
    66,142,411       52,858,539  
                 
Net Increase (Decrease) in Cash and Cash Equivalents
    23,354,826       (8,223,146 )
                 
Cash and Cash Equivalents – Beginning
    12,922,297       18,966,750  
                 
Cash and Cash Equivalents – Ending
  $ 36,277,123     $ 10,743,604  
                 
Supplementary Cash Flows Information
               
Interest paid
  $ 14,373,687     $ 14,700,858  
                 
Income taxes paid
  $ 455,300     $ 1,271,761  
                 
Non-cash transfer of loans to foreclosed real estate
  $ 4,036,865     $ 212,500  
 
See notes to unaudited consolidated financial statements.

 

 4

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 1 – Organizational Structure and Nature of Operations
 
Malvern Federal Bancorp, Inc. (the “Company”) and its subsidiaries, Malvern Federal Holdings, Inc., a Delaware company formed on September 26, 2008 for the purpose of managing certain investment securities, and Malvern Federal Savings Bank (the “Bank”) and its subsidiaries, Strategic Asset Management Group, Inc. (“SAMG”) and Malvern Federal Investments, Inc., a Delaware company formed on September 26, 2008 for the purpose of managing certain investment securities, provide various banking services, primarily the accepting of deposits and the origination of residential and commercial mortgage loans through the Bank’s seven full-service branches in Chester County, Pennsylvania. SAMG owns 50% of Malvern Insurance Associates, LLC. Malvern Insurance Associates, LLC offers a full line of business and personal lines of insurance products. The Company is subject to competition from various other financial institutions and financial services companies. The Company is also subject to the regulations of certain federal and state agencies and, therefore, undergoes periodic examinations by those regulatory agencies.
 
On May 19, 2008 Malvern Federal Savings Bank completed its reorganization to a two-tier mutual holding company structure and the sale by the mid-tier stock company, Malvern Federal Bancorp, Inc., of shares of its common stock. In the reorganization and offering, the Company sold 2,645,575 shares of common stock to certain members of the Bank and the public at a purchase price of $10.00 per share, issued 3,383,875 shares to Malvern Federal Mutual Holding Company (the “Mutual Holding Company”) and contributed 123,050 shares to the Malvern Federal Charitable Foundation. The Mutual Holding Company is a federally chartered mutual holding company. The Mutual Holding Company and the Company are subject to regulation and supervision of the Office of Thrift Supervision. Malvern Federal Mutual Holding Company owns 55% of Malvern Federal Bancorp’s outstanding common stock after the reorganization and must always own at least a majority of the voting stock of Malvern Federal Bancorp, Inc. In addition to the shares of Malvern Federal Bancorp, Inc. which it owns, Malvern Federal Mutual Holding Company was capitalized with $100,000 in cash. The offering resulted in approximately $26.0 million in net proceeds. The financial statements prior to the reorganization are the financial statements of the Bank. An Employee Stock Ownership Plan (“ESOP”) was established as part of the reorganization and borrowed approximately $2.6 million from Malvern Federal Bancorp, Inc. in order to purchase 241,178 shares of common stock. Principal and interest payments of the loan are being made quarterly over a term of 18 years at an interest rate of 5.0%.
 
Note 2 – Summary of Significant Accounting Policies
 
Basis of Presentation and Consolidation
   
 
The consolidated financial statements at June 30, 2009 and September 30, 2008 and for the three and nine months ended June 30, 2009 include the accounts of the Malvern Federal Bancorp, Inc. and its subsidiaries, Malvern Federal Savings Bank and its subsidiaries, and Malvern Federal Holdings, Inc. For the three and nine months ended June 30, 2008, the consolidated financial statements are of Malvern Federal Savings Bank and its subsidiary, Strategic Asset Management Group, Inc. All intercompany transactions and balances have been eliminated.
   
 
The accompanying unaudited consolidated financial statements were prepared in accordance with the instructions to Form 10-Q, and therefore, do not include all the information or footnotes necessary for a complete presentation of financial condition, statement of income, changes in shareholders’ equity, and cash flows in conformity with accounting principles generally accepted in the United States. However, all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the consolidated financial statements have been included. These financial statements should be read in conjunction with the audited consolidated financial statements of Malvern Federal Bancorp, Inc. and the accompanying notes thereto for the year ended September 30, 2008, which are included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2008. The results for the three and nine months ended June 30, 2009 are not necessarily indicative of the results that may be expected at the fiscal year ending September 30, 2009, or any other period.
 
 

 5

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
   
 
Effective April 1, 2009, the Company adopted Statement of Financial Accounting Standards (“SFAS”) No. 165, Subsequent Events. SFAS No. 165 establishes general standards for accounting for and disclosure of events that occur after the balance sheet date but before financial statements are issued. SFAS No. 165 sets forth the period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition in the financial statements, identifies the circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements, and the disclosures that should be made about events or transactions that occur after the balance sheet date. In preparing these financial statements, the Company evaluated the events and transactions that occurred between June 30, 2009 through August 7, 2009, the date these financial statements were issued.
   
Use of Estimates
   
 
The preparation of financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of deferred tax assets, the evaluation of other-than-temporary impairment of investment securities and impairment of restricted stock.
   
Significant Group Concentrations of Credit Risk
   
 
Most of the Company’s activities are with customers located within Chester County, Pennsylvania. Note 5, discusses the types of investment securities that the Company invests in. Note 6, discusses the types of lending that the Company engages in. The Company does not have any significant concentrations to any one industry or customer. Although the Company has a diversified portfolio, its debtors ability to honor their contracts is influenced by the region’s economy.
   
Cash and Cash Equivalents
   
 
For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from depository institutions and interest bearing deposits at other institutions.
   
 
The Company maintains cash deposits in other depository institutions that occasionally exceed the amount of deposit insurance available. Management periodically assesses the financial condition of these institutions and believes that the risk of any possible credit loss is minimal.
   
 
The Bank is required to maintain average reserve balances in vault cash with the Federal Reserve Bank based upon outstanding balances of deposit transaction accounts. Based upon the Company’s outstanding transaction deposit balances, the Bank maintained a deposit account with the Federal Reserve Bank in the amount of $6,281,000 and $1,840,000 at June 30, 2009 and September 30, 2008, respectively.
   
Investment Securities
   
 
Investment securities that management has the positive intent and ability to hold until maturity are classified as held to maturity and are carried at their remaining unpaid principal balance, net of unamortized premiums, or unaccreted discounts. Premiums are amortized and discounts are accreted using a method, which approximates the interest method over the estimated remaining term of the underlying security.
 
 

 6

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
   
 
Investment securities that will be held for indefinite periods of time, including securities that may be sold in response to changes in market interest or prepayment rates, needs for liquidity and changes in the availability of and the yield of alternative investments are classified as available for sale. These securities are carried at estimated fair value, which is determined using published quotes. Unrealized gains and losses are excluded from earnings and are reported net of taxes in other comprehensive income. Realized gains and losses are recorded on the trade date and are determined using the specific identification method.
   
 
Management determines the appropriate classification of investment securities at the time of purchase and reevaluates such designation as of each balance sheet date.
   
 
Declines in the fair value of held to maturity and available for sale investment securities below their amortized cost that are deemed to be other than temporary are reflected in the statements of income 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 Company to retain its investment in the issuer for a period of time sufficient to allow for any anticipated recovery in fair value.
   
Loans Receivable
 
 
The Company, through the Bank, grants mortgage, commercial and consumer loans to customers. A substantial portion of the loan portfolio is represented by residential and commercial mortgage loans secured by properties located throughout Chester County, Pennsylvania. The ability of the Company’s debtors to honor their contracts is dependent upon the real estate and general economic conditions in this area.
   
 
Loans receivable that management has the intent and ability to hold until maturity or payoff are stated at their outstanding unpaid principal balances, net of an allowance for loan losses and any deferred fees and costs. Interest income is accrued on the unpaid principal balance. Loan origination fees and costs are deferred and recognized as an adjustment of the yield (interest income) of the related loans using the interest method. The Company is amortizing these amounts over the contractual life of the loan.
   
 
The accrual of interest is generally discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collectibility of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses. Interest received on nonaccrual loans generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectibility of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time, and the ultimate collectibility of the total contractual principal and interest is no longer in doubt.
   
 
In addition to originating loans, the Company purchases consumer and mortgage loans from brokers in our market area. Such purchases are reviewed for compliance with our underwriting criteria before they are purchased, and are generally purchased without recourse to the seller.
 
 

 7

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
 
Allowance for Loan Losses
 
 
The allowance for loan losses is established through provisions for loan losses charged against income. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance.
   
 
The allowance for loan losses is maintained at a level considered adequate to provide for estimated probable loan losses. Management’s periodic evaluation of the adequacy of the allowance is based on the Company’s past loan loss experience, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, composition of the loan portfolio, current economic conditions, and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.
   
 
The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as 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 than the carrying value for that loan. The general component covers non-classified loans and is based on historical loss experience adjusted for a qualitative 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 Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. 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 smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not separately identify individual consumer and mortgage loans for impairment disclosures, unless they are subject to a restructuring agreement.
 
 

 8

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
 
Loans Held For Sale
 
 
The Company does not originate any loans specifically for the purpose of being sold. Recently, based on market conditions and in effort to mitigate interest rate risk, the Company has sold loans. Since loans are not originated for the purpose of being sold, the cash flows from the sale of such loans have been classified as an investing activity in the consolidated statements of cash flows.
   
Loan Servicing
 
 
Servicing assets are recognized as separate assets when rights are acquired through purchase or through sale of financial assets. For sales of mortgage loans, a portion of the cost of originating the loan is allocated to the servicing right based on relative fair value. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Capitalized servicing rights are reported in other assets and are amortized into non-interest 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. Impairment is determined by stratifying rights into tranches based on predominant risk characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual tranche, to the extent that fair value is less than the capitalized amount for the tranche. If the Company later determines that all or a portion of the impairment no longer exists for a particular tranche, a reduction of the allowance may be recorded as an increase to income.
   
Real Estate Owned
 
 
Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value at the date of 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 cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in net expenses from real estate owned.
   
Restricted Stock
 
 
Restricted stock, which represents required investments in the common stock of a correspondent bank, is carried at cost and as of June 30, 2009 and September 30, 2008, and consists solely of the common stock of the Federal Home Loan Bank of Pittsburgh (“FHLB”). In December 31, 2008 the FHLB notified member banks that it was suspending dividend payments and the repurchase of capital stock.
   
 
Management evaluated the restricted stock for impairment in accordance with Statement of Position (“SOP”) 01-6, “Accounting by Certain Entities (Including Entities With Trade Receivables) That Lend to or Finance the Activities of Others.” Management’s determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of an investment’s cost is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB.

 

 9

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
   
Note 2 – Summary of Significant Accounting Policies (Continued)
   
 
Management believes no impairment charge is necessary related to the restricted stock as of June 30, 2009.
   
Property and Equipment
 
 
Property and equipment are carried at cost. Depreciation is computed using the straight-line and accelerated methods over estimated useful lives ranging from 3 to 39 years beginning when assets are placed in service. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income for the period. The cost of maintenance and repairs is charged to income as incurred.
 
Transfers of Financial Assets
 
 
Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
   
Bank-Owned Life Insurance
   
 
The Company invests in bank owned life insurance (“BOLI”) as a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Bank on a chosen group of employees. The Bank is the owner and beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Earnings from the increase in cash surrender value of the policies are included in non-interest income on the statement of income.
 
Employee Benefit Plans
 
 
The Bank’s 401(k) plan allows eligible participants to set aside a certain percentage of their salaries before taxes. The Company may elect to match employee contributions up to a specified percentage of their respective salaries in an amount determined annually by the Board of Directors. The Company’s matching contribution related to the plan resulted in expenses of $54,753 and $113,047, for the three and nine months ended June 30, 2009, respectively. For the three and nine months ended June 30, 2008 the Company’s matching contribution related to the plan resulted in expenses of $57,493, and $167,963, respectively
   
 
The Company also maintains a Supplemental Executive and a Director Retirement Plan (the “Plans”). The accrued amount for the Plans included in other liabilities was $721,514 and $617,724 at June 30, 2009 and September 30, 2008, respectively. The expense associated with the Plans for the three and nine months ended June 30, 2009 was $33,634 and $103,790, respectively. For the three and nine months ended June 30, 2008 the expense associated with the Plans was $32,842 and $98,620, respectively.
   
Advertising Costs
 
 
The Company follows the policy of charging the costs of advertising to expense as incurred.

 

 10

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
   
Income Taxes
   
 
Deferred taxes are provided on the liability method whereby deferred tax assets are recognized for deductible temporary differences and deferred tax liabilities are recognized for taxable temporary differences. Temporary differences are the differences between the reported amounts of assets and liabilities and their tax basis. Deferred tax assets are reduced by a valuation allowance when, in the opinion of management, it is more likely than not that some portion of the deferred tax assets will not be realized. Deferred tax assets and liabilities are adjusted for the effects of changes in tax laws and rates on the date of enactment. Malvern Federal Bancorp, Inc. and its subsidiaries file a consolidated federal income tax return.
   
Commitments and Contingencies
   
 
In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the statement of financial condition when they are funded.
   
Segment Information
   
 
The Company has one reportable segment, “Community Banking.” All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the others. For example, lending is dependent upon the ability of the Company to fund itself with deposits and other borrowings and manage interest rate and credit risk. Accordingly, all significant operating decisions are based upon analysis of the Company as one segment or unit.
   
Comprehensive Income
   
 
Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale investment securities, are reported as a separate component of the shareholders’ equity section of the statements of financial condition, such items, along with net income, are components of comprehensive income.
   
 
The components of other comprehensive income and related tax effects are as follows for the periods indicated below:
 
   
For The Three Months Ended
June 30,
   
For the Nine Months Ended
June 30,
 
   
2009
   
2008
   
2009
   
2008
 
Unrealized holding gains (losses) on available for sale securities
  $ 165,005     $ (337,540 )   $ 203,050     $ (78,390 )
Reclassification adjustment for gains included in net income
    1,325             28,530        
Net Unrealized Gains (Losses)
    166,330       (337,540 )     231,580       (78,390 )
Income tax expense (benefit)
    (61,606 )     130,459       (99,659 )     30,298  
Net of Tax Amount
  $ 104,724     $ (207,081 )   $ 131,921     $ (48,092 )

 

 11

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
   
Recent Accounting Pronouncements
   
FSP FAS 157-4
   
 
In April 2009, the Financial Accounting Standards Board (“FASB”) issued FASB Staff Position (“FSP”) No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly (“FSP FAS 157-4”). FASB Statement 157, Fair Value Measurements, defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. FSP FAS 157-4 provides additional guidance on determining when the volume and level of activity for the asset or liability has significantly decreased. The FSP also includes guidance on identifying circumstances when a transaction may not be considered orderly.
   
 
FSP FAS 157-4 provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed and significant adjustments to the related prices may be necessary to estimate fair value in accordance with Statement 157.
   
 
This FSP clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The FSP provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.
   
 
This FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting FSP FAS 157-4 must also early adopt FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. The adoption of FSP FAS 157-4 had no material impact on our consolidated financial position or results of operations.
   
FSP FAS 115-2 and FAS 124-2
 
 
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments (“FSP FAS 115-2” and “FAS 124-2”). FSP FAS 115-2 and FAS 124-2 clarify the interaction of the factors that should be considered when determining whether a debt security is other-than-temporarily impaired. For debt securities, management must assess whether (a) it has the intent to sell the security and (b) it is more likely than not that it will be required to sell the security prior to its anticipated recovery. These steps are done before assessing whether the entity will recover the cost basis of the investment. Previously, this assessment required management to assert it has both the intent and the ability to hold a security for a period of time sufficient to allow for an anticipated recovery in fair value to avoid recognizing an other-than-temporary impairment. This change does not affect the need to forecast recovery of the value of the security through either cash flows or market price.

 

 12

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
   
Note 2 – Summary of Significant Accounting Policies (Continued)
   
 
In instances when a determination is made that an other-than-temporary impairment exists but the investor does not intend to sell the debt security and it is not more likely than not that it will be required to sell the debt security prior to its anticipated recovery, FSP FAS 115-2 and FAS 124-2 changes the presentation and amount of the other-than-temporary impairment recognized in the income statement. The other-than-temporary impairment is separated into (a) the amount of the total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income.
   
 
This FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. An entity early adopting FSP FAS 115-2 and FAS 124-2 must also early adopt FSP FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. The adoption of FSP FAS 115-2 and FAS 124-2 had no material impact on our consolidated financial position or results of operations.
   
FSP SFAS 107-1 and APB 28-1
   
 
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, “Interim Disclosures about Fair Value of Financial Instruments.” FSP SFAS 107-1 and APB 28-1 amend SFAS 107, “Disclosures about Fair Value of Financial Instruments,” to require an entity to provide disclosures about the fair value of financial instruments in interim financial information and amends Accounting Principles Board (APB) Opinion No. 28, “Interim Financial Reporting,” to require those disclosures in summarized financial information at interim reporting periods. The new interim disclosures required by FSP SFAS 107-1 and APB 28-1 are included in Note 8 - Fair Value Measurements.
   
FASB Statement No. 166
   
 
In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of Financial Assets, an amendment of FASB Statement No. 140. This statement prescribes the information that a reporting entity must provide in its financial reports about a transfer of financial assets; the effects of a transfer on its financial position, financial performance and cash flows; and a transferor’s continuing involvement in transferred financial assets. Specifically, among other aspects, SFAS 166 amends Statement of Financial Standard No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, or SFAS 140, by removing the concept of a qualifying special-purpose entity from SFAS 140 and removes the exception from applying FIN 46(R) to variable interest entities that are qualifying special-purpose entities. It also modifies the financial-components approach used in SFAS 140. SFAS 166 is effective for fiscal years beginning after November 15, 2009. We have not determined the effect that the adoption of SFAS 166 will have on our financial position or results of operations.

 

 13

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
   
FASB Statement No. 167
   
 
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation No. 46(R). This statement amends FASB Interpretation No. 46, Consolidation of Variable Interest Entities (revised December 2003) — an interpretation of ARB No. 51, or FIN 46(R), to require an enterprise to determine whether it’s variable interest or interests give it a controlling financial interest in a variable interest entity. The primary beneficiary of a variable interest entity is the enterprise that has both (1) the power to direct the activities of a variable interest entity that most significantly impact the entity’s economic performance and (2) the obligation to absorb losses of the entity that could potentially be significant to the variable interest entity or the right to receive benefits from the entity that could potentially be significant to the variable interest entity. SFAS 167 also amends FIN 46(R) to require ongoing reassessments of whether an enterprise is the primary beneficiary of a variable interest entity. SFAS 167 is effective for fiscal years beginning after November 15, 2009. We have not determined the effect that the adoption of SFAS 167 will have on our financial position or results of operations.
   
FASB Statement No. 168
   
 
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards Codification and the Hierarchy of Generally Accepted Accounting Principles, a replacement of FASB Statement No. 162. SFAS 168 replaces SFAS No. 162, The Hierarchy of Generally Accepted Accounting Principles, to establish the FASB Accounting Standards Codification as the source of authoritative accounting principles recognized by the FASB to be applied by nongovernmental entities in preparation of financial statements in conformity with generally accepted accounting principles in the United States. SFAS 168 is effective for interim and annual periods ending after September 15, 2009. We do not expect the adoption of this standard to have an impact on our financial position or results of operations.

 

 14

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 3 – Earnings Per Share
   
Earnings Per Share
   
 
Basic earnings per common share is computed based on the weighted average number of shares outstanding. Diluted earnings per share is computed based on the weighted average number of shares outstanding and common stock equivalents (“CSEs”) that would arise from the exercise of dilutive securities. As of June 30, 2009 and for the three and nine months ended June 30, 2009, the Company did not issue and does not have any outstanding CSEs. For the three and nine months ended June 30, 2009, earnings per share is shown below. For the three and nine months ended June 30, 2008, there were no CSEs. Due to the timing of the Bank’s reorganization into the mutual holding company form and the completion of the Company’s initial public offering on May 19, 2008, earnings per share for the period from May 19, 2008 to June 30, 2008 is not considered meaningful and is not shown.
   
 
The following table sets forth the composition of the weighted average shares (denominator) used in the basic earnings per share computation.
 
     
Three Months Ended
June 30, 2009
   
Nine Months Ended
June 30, 2009
 
               
 
Net Income
  $ 154,271     $ 1,041,661  
                   
 
Weighted average shares outstanding
    6,152,500       6,152,500  
 
Average unearned ESOP shares
    (228,318 )     (231,690 )
 
Weighted average shares outstanding - basic
    5,924,182       5,920,810  
                   
 
Earnings per share – basic
  $ 0.03     $ 0.18  
 
Note 4 – Employee Stock Ownership Plan
   
 
In 2008, the Company established an employee stock ownership plan (“ESOP”) for substantially all of its full-time employees. Certain senior officers of the Bank have been designated as Trustees of the ESOP. Shares of the Company’s common stock purchased by the ESOP are held in trust for allocation to participants. Shares released are allocated to each eligible participant based on the ratio of each such participant’s base compensation to the total base compensation of all eligible plan participants. As the unearned shares are committed to be released and allocated among participants, the Company recognizes compensation expense equal to the fair value of the ESOP shares during the periods in which they become committed to be released. To the extent that the fair value of the ESOP shares released differs from the cost of such shares, the difference is charged or credited to additional paid-in capital. During the period from May 20, 2008 to September 30, 2008, the ESOP purchased 241,178 shares of the Company’s common stock for approximately $2.6 million, an average price of $10.86 per share which was funded by a loan from Malvern Federal Bancorp, Inc. The ESOP loan will be repaid principally from the Bank’s contributions to the ESOP. The loan is being repaid in quarterly installments through 2026 at 5%. Shares are released to participants proportionately as the loan is repaid. During the three and nine months ended June 30, 2009, approximately 3,350 and 10,051 shares, respectively, were committed to be released. ESOP expense for the three and nine months ended June 30, 2009 was $9,790 and $72,110, respectively. At June 30, 2009, there were 226,661 unallocated shares, at an average cost of $10.86 per share, held by the ESOP having an aggregate fair value of $2,209,945 at such date.

 

 15

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 5 - Investment Securities
 
Investment securities available for sale at June 30, 2009 and September 30, 2008 consisted of the following:
                         
   
June 30, 2009
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
                         
U.S. government securities
  $ 999,264     $ 14,799     $     $ 1,014,063  
U.S. agency securities
    6,148,802       13,176       (2,930 )     6,159,048  
FHLB notes
    3,496,236       81,429             3,577,665  
Tax-exempt securities
    2,067,812       3,358       (34,133 )     2,037,037  
Trust preferred security
    1,000,000             (430,570 )     569,430  
Corporate
    1,292,143       23,331       (212 )     1,315,262  
                                 
      15,004,257       136,093       (467,845 )     14,672,505  
                                 
Mortgage-backed securities:
                               
FNMA:
                               
Adjustable-rate
    4,974,063       111,594       (1,938 )     5,083,719  
Fixed-rate
    2,276,121       11,586             2,287,707  
Balloon
    526,002       262             526,264  
FHLMC:
                               
Adjustable-rate
    1,197,422       3,974       (4,828 )     1,196,568  
Fixed-rate
    720,912       37,665             758,577  
GNMA, adjustable-rate
    217,334       2,751             220,085  
CMO, fixed-rate
    2,817,109       1,408       (51,230 )     2,767,287  
                                 
      12,728,963       169,240       (57,996 )     12,840,207  
                                 
    $ 27,733,220     $ 305,333     $ (525,841 )   $ 27,512,712  
 
 

 16

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 5 - Investment Securities (Continued)
                         
   
September 30, 2008
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
                         
U.S. government securities
  $ 998,599     $ 6,089     $     $ 1,004,688  
FHLB notes
    6,983,752       15,740       (21,054 )     6,978,438  
Tax-exempt securities
    2,321,165       3,644       (13,181 )     2,311,628  
Trust preferred security
    1,000,000             (247,889 )     752,111  
                                 
      11,303,516       25,473       (282,124 )     11,046,865  
                                 
Mortgage-backed securities:
                               
FNMA:
                               
Adjustable-rate
    4,236,230       11,106       (52,887 )     4,194,449  
Fixed-rate
    2,786,522             (115,597 )     2,670,925  
Balloon
    729,037             (9,084 )     719,953  
FHLMC:
                               
Adjustable-rate
    1,499,909       285       (32,026 )     1,468,168  
Fixed-rate
    1,601,079       11,844       (3,938 )     1,608,985  
GNMA, adjustable-rate
    264,402       257       (5,397 )     259,262  
                                 
      11,117,179       23,492       (218,929 )     10,921,742  
                                 
    $ 22,420,695     $ 48,965     $ (501,053 )   $ 21,968,607  
 
 

 17

 
 
Malvern Federal Bancorp, Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 5 - Investment Securities (Continued)
 
Investment securities held to maturity at June 30, 2009 and September 30, 2008 consisted of the following:
                         
   
June 30, 2009
 
   
Amortized Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
                         
Mortgage-backed securities:
                       
GNMA, adjustable-rate
  $ 305,979     $ 6,673     $ (18 )   $ 312,634  
GNMA, fixed-rate
    2,543       165             2,708  
FNMA, fixed-rate
    2,188,046       61,454             2,249,500  
                                 
    $ 2,496,568     $ 68,292     $ (18 )   $ 2,564,842  
 
   
September 30, 2008
 
   
Amortized Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
                         
Mortgage-backed securities:
                       
GNMA, adjustable-rate
  $ 340,327     $ 2,975     $ (1,051 )   $ 342,251  
GNMA, fixed-rate
    3,287       1             3,288  
FNMA, fixed-rate
    2,526,223             (41,541 )     2,484,682  
                                 
    $ 2,869,837     $ 2,976     $ (42,592 )   $ 2,830,221  
 
At June 30, 2009, the Company’s unrealized loss on the trust preferred security was $430,570 compared to $247,889 at September 30, 2008. Management believes that the increased loss on this security in fiscal 2009 was due primarily to changes in broad market interest rates and the continued illiquidity in the financial markets. Management believes that historic changes in the economy and interest rates have caused the pricing of all securities, and specifically trust-preferred securities, to widen dramatically over treasuries during the three and nine months ended June 30, 2009. The principal and interest payments on our debt securities have been made as scheduled, and there is no evidence that the issuer will not continue to do so. Management believes that the value of these securities will recover over time as long-term market interest rates move and as the market environment improves.

 

 18

 
 
Malvern Federal Bancorp Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 6 - Loans Receivable
 
Loans receivable consisted of the following at June 30, 2009 and September 30, 2008:
             
   
At June 30, 2009
   
At September 30, 2008
 
             
Mortgage Loans:
           
One-to four-family
  $ 254,028,275     $ 248,118,373  
Multifamily
    10,484,376       1,906,328  
Construction or development
    49,999,040       45,451,367  
Land loans
    3,374,280       4,529,976  
Commercial real estate
    138,423,174       138,522,139  
Total Mortgage Loans
    456,309,145       438,528,183  
                 
Commercial Loans
    15,177,502       17,259,581  
                 
Consumer Loans:
               
Home equity lines of credit
    19,672,748       12,392,703  
Second mortgages
    109,203,835       103,741,105  
Other
    1,127,181       1,303,639  
Total Consumer Loans
    130,003,764       117,437,447  
                 
Total Loans
    601,490,411       573,225,211  
                 
Deferred loan costs, net
    3,896,027       3,815,761  
Allowance for loan losses
    (5,043,357 )     (5,504,512 )
                 
    $ 600,343,081     $ 571,536,460  
 
Included in loans receivable were nonaccrual loans in the amount of $10,413,203 and $8,584,784, at June 30, 2009 and September 30, 2008, respectively. Interest income that would have been recognized on nonaccrual loans had they been current in accordance with their original terms was $283,746 and $129,514 for the three months ended June 30, 2009 and 2008, respectively, and was $492,851 and $349,000 for the nine months ended June 30, 2009 and 2008, respectively.

 

 19

 
 
Malvern Federal Bancorp Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 6 - Loans Receivable (Continued)
 
The following is an analysis of the activity in the allowance for loan losses during the periods indicated:
                   
   
Nine Months Ended
June 30, 2009
   
Nine Months Ended
June 30, 2008
   
Year Ended
September 30, 2008
 
                   
Balance at beginning of period
  $ 5,504,512     $ 4,541,143     $ 4,541,143  
                         
Provision for loan losses
    1,217,423       868,506       1,608,506  
                         
Charge-offs
    (1,682,273 )     (645,524 )     (649,937 )
Recoveries
    3,695       3,900       4,800  
                         
Net Charge-offs
    (1,678,578 )     (641,624 )     (645,137 )
                         
Balance at end of period
  $ 5,043,357     $ 4,768,025     $ 5,504,512  
 
As of June 30, 2009 and September 30, 2008, the Company had impaired loans under SFAS No. 114 “Accounting by Creditors for Impairment of a Loan” with a total recorded investment of $7,303,996 and $3,487,949, respectively, with a related allowance for loan losses of $946,735 and $871,987, respectively. As of June 30, 2009 and September 30, 2008 there were approximately $826,000 and $2,806,000, respectively, of additional impaired loans for which no specific reserves had been recorded based on fair value of collateral and expected future cash flows. The average recorded investment in impaired loans for the nine months ended June 30, 2009 and 2008 and the year ended September 30, 2008, was $7,775,386, $3,488,981 and $6,600,632, respectively. For the nine months ended June 30, 2009 and 2008 and the year ended September 30, 2008, cash collections on impaired loans were $232,016, $22,000 and $154,511, respectively.
 
At June 30, 2009, no additional funds were committed to be advanced in connection with impaired loans.

 

 20

 
 
Malvern Federal Bancorp Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 7 - Regulatory Matters
 
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt correction action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors.
 
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of tangible and core capital (as defined in the regulations) to total adjusted assets (as defined) and of risk-based capital (as defined) to risk-weighted assets (as defined). Management believes, as of June 30, 2009, that the Bank meets all capital adequacy requirements to which it is subject.
 
As of June 30, 2009, the most recent notification from the regulators categorized the Bank as well-capitalized under the regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Bank must maintain minimum tangible, core, and risk-based ratios as set forth in the table. There are no conditions or events since that notification that management believes have changed the Bank’s category.
 
The Bank’s actual capital amounts and ratios are also presented in the table:
                                     
   
Actual
   
For Capital Adequacy
Purposes
   
To be Well Capitalized
under Prompt Corrective
Action Provisions
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
                                     
As of June 30, 2009
                                   
Tangible Capital (to tangible assets)
  $ 62,277,476       8.87 %   $ 10,533,981       1.50 %     N/A        
Core Capital (to adjusted total assets)
    62,277,476       8.87       28,090,616       4.00     $ 35,113,270       5.00 %
Tier 1 Capital (to risk-weighted assets)
    62,277,476       11.54       21,763,141       4.00       32,644,712       6.00  
Total risk-based Capital (to risk-weighted assets)
    67,320,832       12.47       43,526,283       8.00       54,407,853       10.00  
                                                 
As of September 30, 2008:
                                               
Tangible Capital (to tangible assets)
  $ 61,290,885       9.64 %   $ 9,535,456       1.50 %     N/A          
Core Capital (to adjusted total assets)
    61,290,885       9.64       25,427,881       4.00     $ 31,784,852       5.00 %
Tier 1 Capital (to risk-weighted assets)
    61,290,885       12.40       19,776,910       4.00       29,665,366       6.00  
Total risk-based Capital (to risk-weighted assets)
    65,923,410       13.33       39,553,821       8.00       49,442,276       10.00  

 

 21

 

 
 
Malvern Federal Bancorp Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 8 – Fair Value Measurements
 
The Company uses fair value measurements to record fair value adjustments to certain assets to determine fair value disclosures. Investment and mortgage-backed securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans, real estate owned and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets.
 
Under SFAS No. 157, Fair Value Measurements, the Company groups its assets at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:
     
 
Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.
     
 
Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
     
 
Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset.
 
Under SFAS No. 157, the Company bases its fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy in SFAS No. 157.
 
Fair value measurements for assets where there exists limited or no observable market data and, therefore, are based primarily upon the Company’s or other third-party’s estimates, are often calculated based on the characteristics of the asset, the economic and competitive environment and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future valuations. At June 30, 2009, the Company did have assets that were measured at fair value on a recurring basis that use Level 3 measurements.
 
Following is a description of valuation methodologies used for assets recorded at fair value and for estimating fair value for financial instruments not recorded at fair value (SFAS No. 107, Disclosures about Fair Value of Financial Instruments).
 
Cash and Cash EquivalentsThese assets are carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.
 
Investment and Mortgage-backed Securities Available for Sale—Investment and mortgage-backed securities available for sale are recorded at fair value on a recurring basis. Fair value measurements for these securities are typically obtained from independent pricing services that we have engaged for this purpose. When available, we, or our independent pricing service, use quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon models that incorporate available trade, bid and other market information and for structured securities, cash flow and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, our independent pricing service’s applications apply available information as applicable through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing to prepare evaluations. For each asset class, pricing applications and models are based on information from market sources and integrate relevant credit information. All of our securities available for sale are valued using either of the foregoing methodologies to determine fair value adjustments recorded to our financial statements. The Company had no Level 1 securities as of June 30, 2009. Level 2 securities include corporate bonds, agency bonds, municipal bonds, mortgage-backed securities, and collateralized mortgage obligations.

 

 22

 
 
Malvern Federal Bancorp Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 8 – Fair Value Measurements (Continued)
 
Loans Receivable—We do not record loans at fair value on a recurring basis. As such, valuation techniques discussed herein for loans are primarily for estimating fair value for SFAS No. 107 disclosure purposes. However, from time to time, we record nonrecurring fair value adjustments to loans to reflect partial write-downs for impairment or the full charge-off of the loan carrying value. The valuation of impaired loans is discussed below. The fair value estimate for SFAS No. 107 purposes differentiates loans based on their financial characteristics, such as product classification, loan category, pricing features and remaining maturity. Prepayment and credit loss estimates are evaluated by loan type and rate. The fair value of one-to four-family residential mortgage loans is estimated by discounting contractual cash flows using discount rates based on current industry pricing, adjusted for prepayment and credit loss estimates. The fair value of loans is estimated by discounting contractual cash flows using discount rates based on our current pricing for loans with similar characteristics, adjusted for prepayment and credit loss estimates.
 
Impaired Loans—Impaired loans are evaluated and valued at the time the loan is identified as impaired, at the lower of cost or fair value. Fair value is measured based on the value of the collateral securing these loans and is classified at a Level 3 in the fair value hierarchy. Collateral may be real estate and/or business assets including equipment, inventory and/or accounts receivable and is determined based on appraisals by qualified licensed appraisers hired by the Company. Appraised and reported values may be discounted based on management’s historical knowledge, changes in market conditions from the time of valuation, and/or management’s expertise and knowledge of the client’s business. Impaired loans are reviewed and evaluated on a monthly basis for additional impairment and adjusted accordingly, based on the same factors identified above.
 
Accrued Interest ReceivableThis asset is carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.
 
FHLB StockAlthough FHLB stock is an equity interest in the FHLB, it is carried at cost because it does not have a readily determinable fair value as its ownership is restricted and it lacks a market. The estimated fair value approximates the carrying amount.
 
Real Estate Owned—Real estate owned includes foreclosed properties securing commercial, residential and construction loans. Real estate properties acquired through foreclosure are initially recorded at the fair value of the property at the date of foreclosure. After foreclosure, valuations are periodically performed by management and the real estate is carried at the lower of cost or fair value less estimated costs to sell. Fair value is generally based upon independent market prices or appraised value of the collateral. Our appraisals are typically performed by independent third party appraisers. For appraisals of commercial and construction properties, comparable properties within the area may not be available. In such circumstances, our appraisers will rely on certain judgments in determining how a specific property compares in value to other properties that are not identical in design or in geographic area. Our current portfolio of real estate owned is comprised of such properties and, accordingly, we classify real estate owned as Level 3. Our increase in real estate owned during the quarter was due solely to additions to that category of asset.
 
DepositsDeposit liabilities are carried at cost. As such, valuation techniques discussed herein for loans are primarily for estimating fair value for SFAS No. 107 disclosure purposes. The fair value of deposits is discounted based on rates available for borrowings of similar maturities. A decay rate is estimated for non-time deposits. The discount rate for non-time deposits is adjusted for servicing costs based on industry estimates.

 

 23

 

 
Malvern Federal Bancorp Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 8 – Fair Value Measurements (Continued)
 
Advances from Federal Home Loan BankAdvances from the FHLB are carried at amortized cost. However, we are required to estimate the fair value of this debt under SFAS No. 107. The fair value is based on the contractual cash flows discounted using rates currently offered for new notes with similar remaining maturities.
 
Other Borrowed MoneyThese liabilities are carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.
 
Accrued Interest PayableThis liability is carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.
 
Commitments to Extend Credit and Letters of CreditThe majority of the Bank’s commitments to extend credit and letters of credit carry current market interest rates if converted to loans. Because commitments to extend credit and letters of credit are generally unassignable by either the Bank or the borrower, they only have value to the Bank and the borrower. The estimated fair value approximates the recorded deferred fee amounts, which are not significant.
 
The table below presents the balances of assets measured at fair value on a recurring basis:
 
   
 June 30, 2009
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
                                 
Investment securities available for sale
  $ 14,672,505     $     $ 14,672,505     $  
Mortgage-backed securities available for sale
    12,840,207             12,840,207        
                                 
Total
  $ 27,512,712     $     $ 27,512,712     $  
 
For assets measured at fair value on a nonrecurring basis in 2009 that were still held at the end of the period, the following table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets or portfolios at June 30, 2009:
 
   
 June 30, 2009
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
                         
Real estate owned (1)
  $ 4,939,570     $     $     $ 4,939,570  
Impaired loans(2)
    6,357,261                   6,357,261  
                                 
Total
  $ 11,296,831     $     $     $ 11,296,831  
 
(1) $492,792 of real estate owned is recorded at cost and not included in the $4,939,570 in the table above.
(2) $946,735 of reserve is not included in $7,303,996 of impaired loans in the table above.
 
The table below presents a summary of activity in our real estate owed during the nine months ended June 30, 2009:
 
   
 June 30, 2009
 
   
Balance as of
September 30, 2008
   
Additions
   
Sales
   
Balance as of
June 30, 2009
 
                                 
One-to four family
  $ 230,262     $ 1,607,318     $ 125,550     $ 1,712,030  
Commercial real estate
          3,122,917             3,122,917  
Commercial
          19,615             19,615  
Second mortgages
          85,008             85,008  
                                 
Total
  $ 230,262     $ 4,834,858     $ 125,550     $ 4,939,570  

 

 24

 
 
Malvern Federal Bancorp Inc. and Subsidiaries
Notes to Consolidated Financial Statements (Unaudited)
 
Note 8 – Fair Value Measurements (Continued)
 
SFAS 107, “Disclosures about Fair Value of Financial Instruments,” as amended, requires disclosure of the fair value of financial assets and financial liabilities, including those financial assets and financial liabilities that are not measured and reported at fair value on a recurring basis or non-recurring basis. A detailed description of the valuation methodologies used in estimating the fair value of financial instruments is set forth in our Annual Report on Form 10-K for the fiscal year ended September 30, 2008.
 
The estimated fair values of financial instruments were as follows:
 
   
 June 30, 2009
   
 September 30, 2008
 
   
Carrying
Amount
   
Estimated
Fair Value
   
Carrying
Amount
   
Estimated
Fair Value
 
                         
Financial assets
                       
Cash and cash equivalents
  $ 36,277,123     $ 36,277,123     $ 12,922,297     $ 12,922,297  
Investment securities available for sale
    27,512,712       27,512,712       21,968,607       21,968,607  
Investment securities held for sale
    2,496,568       2,564,842       2,869,837       2,830,221  
Loan receivable, net
    600,343,081       602,327,020       571,536,460       574,890,371  
Accrued interest receivable
    2,315,065       2,315,065       2,452,694       2,452,694  
Restricted stock
    6,566,973       6,566,973       6,895,673       6,895,673  
Mortgage servicing rights
    347,698       347,698       434,280       434,280  
                                 
Financial liabilities:
                               
Deposits
  $ 526,749,660     $ 529,244,549     $ 453,493,136     $ 455,301,487  
Short-term borrowings
                8,500,000       8,500,000  
Long-term borrowings
    104,957,307       104,406,585       105,298,447       105,364,291  
Accrued interest payable
    753,503       753,503       894,061       894,061  

 

 25

 
 
Notes to Consolidated Financial Statements (Unaudited)
 
Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
   
Forward-Looking Statements
   
 
This Quarterly Report on Form 10-Q contains certain forward looking statements (as defined in the Securities Exchange Act of 1934 and the regulations thereunder). Forward looking statements are not historical facts but instead represent only the beliefs, expectations or opinions of Malvern Federal Bancorp, Inc. and its management regarding future events, many of which, by their nature, are inherently uncertain. Forward looking statements may be identified by the use of such words as: “believe”, “expect”, “anticipate”, “intend”, “plan”, “estimate”, or words of similar meaning, or future or conditional terms such as “will”, “would”, “should”, “could”, “may”, “likely”, “probably”, or “possibly.” Forward looking statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks, uncertainties and assumption, many of which are difficult to predict and generally are beyond the control of Malvern Federal Bancorp, Inc. and its management, that could cause actual results to differ materially from those expressed in, or implied or projected by, forward looking statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward looking statements: (1) economic and competitive conditions which could affect the volume of loan originations, deposit flows and real estate values; (2) the levels of non-interest income and expense and the amount of loan losses; (3) competitive pressure among depository institutions increasing significantly; (4) changes in the interest rate environment causing reduced interest margins; (5) general economic conditions, either nationally or in the markets in which Malvern Federal Bancorp, Inc. is or will be doing business, being less favorable than expected; (6) political and social unrest, including acts of war or terrorism; or (7) legislation or changes in regulatory requirements adversely affecting the business in which Malvern Federal Bancorp, Inc. is engaged. Malvern Federal Bancorp, Inc. undertakes no obligation to update these forward looking statements to reflect events or circumstances that occur after the date on which such statements were made.
   
 
As used in this report, unless the context otherwise requires, the terms “we,” “our,” “us,” or the “Company” refer to Malvern Federal Bancorp, Inc., a Federal corporation, and the term the “Bank” refers to Malvern Federal Savings Bank, a federally chartered savings bank and wholly owned subsidiary of the Company. In addition, unless the context otherwise requires, references to the operations of the Company include the operations of the Bank.
   
General
   
 
On May 19, 2008, Malvern Federal Savings Bank (“Malvern Federal Savings” or the “Bank”) completed its reorganization to the mutual holding company form of organization and formed Malvern Federal Bancorp, Inc. (the “Company”) to serve as the stock holding company for the Bank. In connection with the reorganization, the Company sold 2,645,575 shares of its common stock to certain members of the Bank and the public at a purchase price of $10.00 per share. In addition, the Company issued 3,383,875 shares, or 55% of the outstanding shares, of its common stock to Malvern Federal Mutual Holding Company, a federally chartered mutual holding company (the “Mutual Holding Company”), and contributed 123,050 shares (with a value of $1.2 million), or 2.0% of the outstanding shares, to the Malvern Federal Charitable Foundation, a newly created Delaware charitable foundation.
   
 
The Company is a federally chartered corporation which owns all of the issued and outstanding shares of the Bank’s common stock, the only shares of equity securities which the Bank has issued. While the Company is authorized to pursue all activities permitted by applicable laws and regulations for savings and loan holding companies, the Company’s only business activity to date has been holding all of the outstanding common stock of Malvern Federal Savings. Malvern Federal Bancorp does not own or lease any property, but instead uses the premises, equipment and furniture of the Bank. At the present time, the Company employs only persons who are officers of Malvern Federal Savings to serve as officers of the Company. The Company also may use the Bank’s support staff from time to time. These persons are not separately compensated by Malvern Federal Bancorp.

 

 26

 
 
 
Malvern Federal Savings is a federally chartered community-oriented savings bank which was originally organized in 1887 and is headquartered in Paoli, Pennsylvania. The Bank currently conducts its business from its headquarters and seven additional financial centers.
   
 
The Bank is primarily engaged in attracting deposits from the general public and using those funds to invest in loans and investment securities. The Bank’s principal sources of funds are deposits, repayments of loans and investment securities, maturities of investments and interest-bearing deposits, other funds provided from operations and wholesale funds borrowed from outside sources such as the FHLB. These funds are primarily used for the origination of various loan types including single-family residential mortgage loans, commercial real estate mortgage loans, construction and development loans, home equity loans and lines of credit and other consumer loans. The Bank derives its income principally from interest earned on loans, investment securities and, to a lesser extent, from fees received in connection with the origination of loans and for other services. Malvern Federal Savings’ primary expenses are interest expense on deposits and borrowings and general operating expenses. Funds for activities are provided primarily by deposits, amortization of loans, loan prepayments and the maturity of loans, securities and other investments and other funds from operations.
   
 
Critical Accounting Policies 
 
 
In reviewing and understanding financial information for Malvern Federal Bancorp, Inc., you are encouraged to read and understand the significant accounting policies used in preparing our consolidated financial statements. These policies are described in Note 2 of the notes to our unaudited consolidated financial statements included elsewhere herein. The accounting and financial reporting policies of Malvern Federal Bancorp, Inc. conform to accounting principles generally accepted in the United States of America and to general practices within the banking industry. Accordingly, the consolidated financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the periods presented. The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may affect our reported results and financial condition for the period or in future periods.
   
 
Allowance for Loan Losses. The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. Subsequent recoveries are added to the allowance. The allowance is an amount that represents the amount of probable and reasonably estimable known and inherent losses in the loan portfolio, based on evaluations of the collectibility of loans. The evaluations take into consideration such factors as changes in the types and amount of loans in the loan portfolio, historical loss experience, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, estimated losses relating to specifically identified loans, and current economic conditions. This evaluation is inherently subjective as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows on impacted loans, value of collateral, estimated losses on our loan portfolio and general amounts for historical loss experience. All of these estimates may be susceptible to significant change.

 

 27

 
 
 
          While management uses the best information available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance. Historically, our estimates of the allowance for loan losses have not required significant adjustments from management’s initial estimates. In addition, the Office of Thrift Supervision, as an integral part of its examination processes, periodically reviews our allowance for loan losses. The Office of Thrift Supervision may require the recognition of adjustments to the allowance for loan losses based on their judgment of information available to them at the time of their examinations. To the extent that actual outcomes differ from management’s estimates, additional provisions to the allowance for loan losses may be required that would adversely impact earnings in future periods.
   
 
          Income Taxes. We make estimates and judgments to calculate some of our tax liabilities and determine the recoverability of some of our deferred tax assets, which arise from temporary differences between the tax and financial statement recognition of revenues and expenses. We also estimate a reserve for deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. These estimates and judgments are inherently subjective. Historically, our estimates and judgments to calculate our deferred tax accounts have not required significant revision to our initial estimates.
   
 
          In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including our past operating results and our forecast of future taxable income. In determining future taxable income, we make assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require us to make judgments about our future taxable income and are consistent with the plans and estimates we use to manage our business. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.
   
 
          Other-Than-Temporary Impairment of Securities – Securities are evaluated on at least a quarterly basis, and more frequently when market conditions warrant such an evaluation, to determine whether a decline in their value is other-than-temporary. To determine whether a loss in value is other-than-temporary, management utilizes criteria such as the reasons underlying the decline, the magnitude and duration of the decline and our intent and ability to retain our investment in the security for a period of time sufficient to allow for an anticipated recovery in the fair value. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value is determined to be other-than-temporary, the value of the security is reduced and a corresponding charge to earnings is recognized.

 

 28

 
 
Comparison of Financial Condition at June 30, 2009 and September 30, 2008
   
 
          The Company’s total assets amounted to $707.3 million at June 30, 2009 compared to $639.5 million at September 30, 2008. The primary reason for the increase in assets during the first nine months of fiscal 2009 was an increase in net loans receivable of $28.8 million, or 5.0%. Cash and cash equivalents increased by $23.4 million at June 30, 2009 compared to September 30, 2008 due to an increase in deposits partially offset by reductions in borrowings. Total deposits increased $73.3 million, or 16.2%, at June 30, 2009 compared to September 30, 2008.
   
 
          At June 30, 2009, we had $4.9 million of real estate owned compared to $230,000 at September 30, 2008. During the first quarter fiscal 2009, we foreclosed upon a mixed-use building located in Philadelphia which had secured a $3.5 million commercial real estate loan which had been classified as impaired beginning in fiscal 2007. In addition, during the March 31, 2009 quarter, there was an aggregate of $1.3 million of real estate owned added which consisted of one single-family residence in Bucks County, Pennsylvania and one commercial real estate property located in Chester County, Pennsylvania. For the quarter ended June 30, 2009 there was one property sale of other real estate owned for $107,000 which resulted in a $17,000 loss on sale. There was one addition in other real estate owned for the quarter ended June 30, 2009 for $279,000.
   
 
          Our total liabilities at June 30, 2009, amounted to $637.5 million compared to $570.7 million at September 30, 2008. The primary reason for the $66.8 million, or 11.7% increase in total liabilities was the$73.3 million increase in our deposits, which was partially offset by an $8.5 million decrease in the outstanding balance on our FHLB line of credit. Subsequent to the reorganization, we moderately increased our use of leverage in the form of FHLB advances as an additional source of funds.
   
 
          Shareholders’ equity increased by $941,000 to $69.8 million at June 30, 2009 compared to $68.8 million at September 30, 2008 primarily due to net income of $1.0 million during the first nine months of fiscal 2009. Retained earnings increased by $737,000 to $46.4 million as a result of net income for the first nine months of the 2009 fiscal year less declared cash dividends of $305,000 in the aggregate.

 

 29

 
 
 
          The table below sets forth the amounts and categories of non-performing assets in our portfolio. Loans are generally placed on non-accrual status when they are 90 days or more past due as to principal or interest or when the collection of principal and/or interest becomes doubtful. Our non-performing assets include troubled debt restructurings (which involve forgiving a portion of interest or principal on any loans or making loans at a rate materially less than that of market rates).
 
     
June 30,
2009
   
September 30,
2008
 
     
(Dollars in Thousands)
 
 
Non-accruing loans:
           
 
One-to four-family
  $ 2,642     $ 1,402  
 
Multi-family
    829        
 
Commercial real estate
    2,517       4,050  
 
Construction or development
    2,665       1,695  
 
Commercial
    35       561  
 
Home equity lines of credit
    367       205  
 
Second mortgages
    1,358       672  
 
Total non-accruing
    10,413       8,585  
 
Troubled debt restructurings
    87       103  
 
Total non-performing loans
    10,500       8,688  
 
Real estate owned and other foreclosed assets:
               
 
One-to four-family
    1,712       230  
 
Commercial real estate
    3,123        
 
Commercial
    20        
 
Second mortgages
    85        
 
Total
    4,940       230  
 
Total non-performing assets
  $ 15,440     $ 8,918  
 
Ratios:
               
 
Non-performing loans as a percent of gross loans
    1.75 %     1.52 %
 
Non-performing assets as a percent of total assets
    2.18 %     1.39 %
 
 
          The Company’s total non-performing assets amounted to $15.4 million at June 30, 2009, a $6.5 million increase compared to total non-performing assets at September 30, 2008. At June 30, 2009, the Company had $2.6 million of non-accruing single-family mortgage loans, comprised of eight loans, compared to four non-accruing single-family mortgage loans, with an aggregate carrying value of $1.4 million at September 30, 2008. At June 30, 2009, the Company had $2.5 million of non-accruing commercial real estate loans compared to $4.1 million of non-accruing commercial real estate loans at September 30, 2008. The Company’s non-accruing commercial real estate loans at June 30, 2009 were comprised of an aggregate of nine loans secured by properties located in Chester County, Pennsylvania and surrounding areas. All of the Company’s non-accruing commercial real estate loans at September 30, 2008 were transferred to real estate owned during the first nine months of fiscal 2009. At June 30, 2009, the Company had $2.7 million of non-accruing construction and development loans compared to $1.7 million of non-accruing construction and development loans at September 30, 2008. The reason for the increase in non-accruing construction and development loans is due to the repayment in full during the quarter of the $1.7 million loan which was on non-accrual status at September 30, 2008, which was more than offset by the addition of two new construction loans, with outstanding balances for $1.8 million and $400,000, respectively, being placed on non-accrual status during the quarter ended June 30, 2009. Both of these new non-accrual construction loans consist of individual loans to two separate builders to construct a single home in the Company’s market area. The Company’s real estate owned amounted to $4.9 million at June 30, 2009 compared to $230,000 at September 30, 2008. The Company’s largest parcel of real estate owned at June 30, 2009 consisted of a $2.3 million (written down from the previous value of $3.5 million at September 30, 2008) mixed-use (medical offices and residential) building located in Philadelphia, Pennsylvania. The property is actively being marketed for sale. The Company’s second largest real estate owned relationship at June 30, 2009 is a group of eight single-family rental properties located in Norristown, Pennsylvania with an aggregate carrying value of $860,000. Previously, the Company had recorded a $230,000 real estate owned balance at September 30, 2008 with respect to this relationship. During the first quarter of fiscal 2009, the Company paid off an existing $785,000 first lien on the properties held by another lender in order to gain control of the properties (originally, the Company had only a second mortgage on these properties). The Company currently is marketing the properties for sale. The Company’s real estate owned at June 30, 2009 also includes a restaurant and related property located in Malvern, Pennsylvania with a carrying value of $806,000 (reduced from $1.1 million at September 30, 2008). The Company obtained these properties, which previously secured a commercial real estate loan and two commercial loans that were on non-accrual status at September 30, 2008, in foreclosure during the quarter ended June 30, 2009. The remainder of the Company’s real estate owned at June 30, 2009 consists of three single-family homes with an aggregate carrying value of $937,000 located in the Company’s market area.

 

 30

 
 
Comparison of Our Operating Results for the Three and Nine Months Ended June 30, 2009 and 2008
   
 
          General. Our net income was $154,000 for the three months ended June 30, 2009 compared to net loss of $63,000 for the three months ended June 30, 2008. Earnings per share on the Company’s outstanding common shares was $0.03 for the quarter ended June 30, 2009. Net interest income increased by $142,000 and other income increased by $93,000. Other expense for the quarter ended June 30, 2009 includes a special assessment levied by the FDIC upon all federally insured depository institutions which, in our case, amounted to $318,000. Our interest rate spread of 2.04% and net interest margin of 2.36% for the three months ended June 30, 2009 decreased when compared to a net interest spread of 2.18% and a net interest margin of 2.65% for the three months ended June 30, 2008.
   
 
          Our net income was $1.0 million for the nine months ended June 30, 2009 compared to net income of $874,000 for the nine months ended June 30, 2008. The primary reasons for the increase in net income during the first nine months of fiscal 2009 compared to the first nine months of fiscal 2008 was due to a $1.5 million increase in net interest income and a $204,000 increase in other income which was partially offset by an $349,000 increase in the provision for loan losses and a $545,000 increase in FDIC deposit insurance expense.

 

 31

 
 
 
          Average Balances, Net Interest Income, and Yields Earned and Rates Paid. The following tables show for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. Tax-exempt income and yields have not been adjusted to a tax-equivalent basis. All average balances are based on monthly balances. Management does not believe that the monthly averages differ significantly from what the daily averages would be.
 
   
Three Months Ended June 30,
 
   
2009
   
2008
 
   
Average
Balance
   
Interest
   
Average
Yield/Rate
   
Average
Balance
   
Interest
   
Average
Yield/Rate
 
   
(Dollars in Thousands)
 
Interest Earning Assets:
                                   
Loans receivable (1)
  $ 600,090     $ 8,343       5.56 %   $ 529,537     $ 8,024       6.06 %
Investment securities
    29,116       233       3.19       20,411       211       4.14  
FHLB stock
    6,567             0.00       4,932       64       5.19  
Deposits in other banks
    22,753       16       0.30       11,631       47       1.62  
Total interest-earning assets
    658,526       8,592       5.20 %     566,511       8,346       5.89 %
Non-interest-earning assets
    34,978                       19,724                  
Total assets
  $ 693,504                     $ 586,235                  
                                                 
Interest Bearing Liabilities:
                                               
Demand and NOW accounts
  $ 87,764       465       2.12     $ 37,409       87       0.93  
Money market accounts
    57,170       197       1.36       75,235       477       2.54  
Savings accounts
    39,220       28       0.28       39,981       75       0.75  
Time deposits
    309,264       2,716       3.52       260,879       2,857       4.38  
Total deposits
    493,418       3,406       2.76       413,504       3,496       3.38  
FHLB borrowings
    104,980       1,294       4.92       82,349       1,100       5.34  
Total interest-bearing liabilities
    598,398       4,700       3.16       495,853       4,596       3.71  
Non-interest-bearing liabilities
    26,469                       34,847                  
Total liabilities
    624,867                       530,700                  
Shareholders’ Equity
    68,637                       55,535                  
Total liabilities and shareholders’ equity
  $ 693,504                     $ 586,235                  
Net interest-earning assets
  $ 60,128                     $ 70,658                  
Net interest income; average interest rate spread
          $ 3,892       2.04 %           $ 3,750       2.18 %
Net interest margin (2)
                    2.36 %                     2.65 %
Average interest-earning assets to average interest-bearing liabilities
    110.05 %                     114.25 %                
 

(1)
Includes non-accrual loans during the respective periods. Calculated net of deferred fees and discounts and allowance for loan losses.
(2)
Equals net interest income divided by average interest-earning assets.
 
 

 32

 
 
   
Nine Months Ended June 30,
 
   
2009
   
2008
 
   
Average
Balance
   
Interest
   
Average
Yield/Rate
   
Average
Balance
   
Interest
   
Average
Yield/Rate
 
   
(Dollars in Thousands)
 
Interest Earning Assets:
                                   
Loans receivable (1)
  $ 596,053     $ 25,265       5.65 %   $ 504,621     $ 23,694       6.26 %
Investment securities
    26,983       691       3.41       22,569       737       4.35  
FHLB stock
    6,495             0.00       4,685       182       5.18  
Deposits in other banks
    12,380       41       0.44       8,259       161       2.60  
Total interest-earning assets
    641,911       25,997       5.40 %     540,134       24,774       6.12 %
Non-interest-earning assets
    30,759                       18,952                  
Total assets
  $ 672,670                     $ 559,086                  
                                                 
Interest Bearing Liabilities:
                                               
Demand and NOW accounts
  $ 69,010       903       1.74     $ 35,414       210       0.79  
Money market accounts
    58,280       799       1.83       70,664       1,736       3.28  
Savings accounts
    38,421       107       0.37       39,058       247       0.84  
Time deposits
    306,115       8,509       3.71       264,059       9,137       4.61  
Total deposits
    471,826       10,318       2.92       409,195       11,330       3.69  
FHLB borrowings
    106,734       3,915       4.89       74,091       3,140       5.65  
Total interest-bearing liabilities
    578,560       14,233       3.28       483,286       14,470       3.99  
Non-interest-bearing liabilities
    25,132                       27,834                  
Total liabilities
    603,692                       511,120                  
Shareholders’ Equity
    68,978                       47,966                  
Total liabilities and shareholders’ equity
  $ 672,670                     $ 559,086                  
Net interest-earning assets
  $ 63,351                     $ 56,848                  
Net interest income; average interest rate spread
          $ 11,764       2.12 %           $ 10,304       2.13 %
Net interest margin (2)
                    2.44 %                     2.54 %
Average interest-earning assets to average interest-bearing liabilities
    110.95 %                     111.76 %                
 

(1)
Includes non-accrual loans during the respective periods. Calculated net of deferred fees and discounts and allowance for loan losses.
(2)
Equals net interest income divided by average interest-earning assets.
 
 

 33

 
 
 
          Interest Income. The Company’s interest and dividend income increased by $246,000 in the three month period ended June 30, 2009 compared to the three month period ended June 30, 2008. Interest income earned on loans increased in the three months ended June 30, 2009 over the prior comparable period in fiscal 2008 due to growth in the loan portfolio. During the third quarter of fiscal 2009 compared to the third quarter of fiscal 2008, the average balance of loans receivable increased by $70.6 million, or 13.3%, due primarily to growth in the Company’s one-to four-family residential mortgage loans, commercial real estate loans and home equity lines of credit. The increases in interest income in the third quarter of fiscal 2009 from our loan portfolio were partially offset by lower income amounts earned on our FHLB stock and interest-bearing cash accounts. Average yields on investment securities decreased to 3.19% for the three months ended June 30, 2009 from 4.14% for the comparable period in fiscal 2008. The average balances of investment securities increased by $8.7 million during the three months ended June 30, 2009 compared to the comparable prior year period.
   
 
          The Company’s interest and dividend income increased by $1.2 million in the nine month period ended June 30, 2009 compared to the nine month period ended June 30, 2008. The increase in interest income earned on loans during the first nine months of fiscal 2009 over the prior comparable period in fiscal 2008 again was due primarily to growth in the loan portfolio, particularly single-family residential mortgage loans, home equity lines of credit and second mortgages. The increases in interest income in the first nine months of fiscal 2009 from our loan portfolio were partially offset by lower income amounts earned on our investment securities portfolio due to lower average yields earned. Average yields on investment securities decreased to 3.41% for the nine months ended June 30, 2009 from 4.35% for the same period ended 2008.The average balances of investment securities increased by $4.4 million during the nine months ended June 30, 2009 compared to the comparable prior year period.
   
 
          Interest Expense. The Company’s interest expense for the three month period ended June 30, 2009 was $4.7 million, an increase of $104,000 from the three month period ended June 30, 2008. The Company had an $89,000 decrease in interest expense on total deposits in the third quarter of fiscal 2009 compared to the third quarter in fiscal 2008, which was more than offset by a $193,000 increase in interest expense on FHLB borrowings. The average rate paid on deposits decreased to 2.76% for the three months ended June 30, 2009 from 3.38% for the same period in total fiscal 2008, and the average rate paid on borrowed funds decreased to 4.92% in the third quarter of fiscal 2009 compared to 5.34% in the third quarter of fiscal 2008.
   
 
          The Company’s interest expense for the nine month period ended June 30, 2009 was $14.2 million, a decrease of $236,000 from the nine month period ended June 30, 2008. The Company had a $1.0 million decrease in interest expense on total deposits in the first nine months of fiscal 2009 compared to the first nine months of fiscal 2008, which was partially offset by a $775,000 increase in interest expense on FHLB borrowings. The average rate paid on deposits decreased to 2.92% for the nine months ended June 30, 2009 from 3.69% for the same period in total 2008, and the average rate paid on borrowed funds decreased to 4.89% in the first nine months of fiscal 2009 compared to 5.65% in the comparable period in fiscal 2008.
   
 
          Provision for Loan Losses. We have identified the evaluation of the allowance for loan losses as a critical accounting policy where amounts are sensitive to material variation. This policy is significantly affected by our judgment and uncertainties and there is likelihood that materially different amounts would be reported under different, but reasonably plausible, conditions or assumptions. Our activity in the provision for loan losses is undertaken in order to maintain a level of total allowance for losses that management believes covers all known and inherent losses that are both probable and reasonably estimable at each reporting date. Our evaluation process typically includes, among other things, an analysis of delinquency trends, non-performing loan trends, the level of charge-offs and recoveries, prior loss experience, total loans outstanding, the volume of loan originations, the type, size and geographic concentration of our loans, the value of collateral securing the loan, the borrower’s ability to repay and repayment performance, the number of loans requiring heightened management oversight, local economic conditions and industry experience. The establishment of the allowance for loan losses is significantly affected by management judgment and uncertainties and there is likelihood that different amounts would be reported under different conditions or assumptions. Various regulatory agencies, as an integral part of their examination process, periodically review our allowance for loan losses. Such agencies may require us to make additional provisions for estimated loan losses based upon judgments different from those of management.

 

 34

 
 
 
          The provision for loan losses was $310,000 for the quarter ended June 30, 2009 compared to $406,000 for the quarter ended June 30, 2008. Our provision for loan losses amounted to $1.2 million for the nine months ended June 30, 2009 compared to $869,000 for the nine months ended June 30, 2008. The Company had approximately $114,000 of net charge-offs to the allowance for loan losses in the three months ended June 30, 2009 compared to $270,000 of net charge-offs for the quarter ended June 30, 2008. During the quarter ended June 30, 2009, the Company charged-off $54,000 of two commercial real estate loans with aggregate loan balances totaling $1.1 million. During the quarter, the Company consented to the sale of the collateral properties securing these loans, which resulted in a $142,000 loss upon the sale which was recognized in other real estate expenses. During the quarter ended June 30, 2009, the Company also charged-off $53,000 of a second mortgage on a single-family residential property and $8,000 of unsecured consumer installment loans. The Company had approximately $1.7 million of net charge-offs to the allowance for loan losses in the nine months ended June 30, 2009 compared to $642,000 of net charge-offs for the nine months ended June 30, 2008.
   
 
          We will continue to monitor and modify our allowances for loan losses as conditions dictate. No assurances can be given that our level of allowance for loan losses will cover all of the inherent losses on our loans or that future adjustments to the allowance for loan losses will not be necessary if economic and other conditions differ substantially from the economic and other conditions used by management to determine the current level of the allowance for loan losses.

 

 35

 
 
 
          The following table sets forth an analysis of our allowance for loan losses for the periods indicated.
 
   
For the Nine Months Ended
June 30,
   
For the Year Ended
September 30,
2008
 
 
   
2009
   
2008
 
   
(Dollars in Thousands)
 
       
Balance at beginning of period
  $ 5,505     $ 4,541     $ 4,541  
Provision for loan losses
    1,217       869       1,609  
                         
Charge-offs:
                       
Mortgage:
                       
One-to four-family
    121       144       144  
Multi-family
                 
Commercial real estate
                90  
Construction or development
                 
Land loans
                 
Commercial:
                       
Real estate
    1,403       90        
Other
          4       4  
Consumer:
                       
Home equity lines of credit
                 
Second mortgages
    131       393       393  
Other
    27       15       19  
Total charge-offs
    1,682       646       650  
Recoveries:
                       
Mortgage:
                       
One-to four-family
                 
Multi-family
                 
Commercial real estate
                 
Construction or development
                 
Land loans
                 
Commercial
                 
Total recoveries
                 
Consumer:
                       
Home equity lines of credit
                 
Second mortgages
          2       2  
Other
    3       2       3  
Total recoveries
    3       4       5  
                         
Net charge-offs
    1,679       642       645  
Balance at end of period
  $ 5,043     $ 4,768     $ 5,505  
                         
Ratios:
                       
Ratio of allowance for loan losses to non-performing loans
    48.03 %     70.35 %     63.36 %
Ratio of net charge-offs to average loans outstanding annualized
    0.38 %     0.17 %     0.12 %
Ratio of net charge-offs to total allowance for loan losses annualized
    44.39 %     17.95 %     11.72 %

 

 36

 
 
 
          Other Income. Our total other, or non-interest income, was $562,000 for the three months ended June 30, 2009 compared to $469,000 for the three months ended June 30, 2008. The $93,000 increase in other income was due primarily to a $55,000 increase in the amount of service charges and other fees, due primarily to increases in demand deposit fee income and debit card income, and a $52,000 increase in earnings on bank owned life insurance, as a result of an additional $5.0 million purchase during the first quarter, which was partially offset by a $18,000 net loss on sale of other real estate owned in the June 30, 2009 quarter.
   
 
          Our total other, or non-interest income, increased by $204,000 to $1.6 million for the nine months ended June 30, 2009 over the comparable prior year period. An $115,000 increase in service charges and other fees, a $29,000 net gain on sale of investment securities available for sale and a $114,000 increase in earnings on bank owned life insurance were partially offset by a $43,000 decrease in the gain on sale of loans (net) and a $18,000 net loss on sale of other real estate owned in the first nine months of fiscal 2009.
   
 
          Other Expenses. Other, or non-interest, expenses of the Company increased by $40,000 in the quarter ended June 30, 2009 over the comparable prior year period. Other expenses in the three months ended June 30, 2009 reflect increased salary and benefit expense of $271,000, a $401,000 increase in federal deposit insurance premiums, a $101,000 increase in professional fees, a $224,000 increase in real estate expenses and a $239,000 increase in other operating expenses, which were partially offset by the absence in fiscal 2009 of the $1.2 million non-recurring pretax charge for the contribution made to the Malvern Federal Charitable Foundation during the three months ended June 30, 2008. The increase in salary and benefit expense in the third quarter of fiscal 2009 compared to the third quarter of fiscal 2008 reflects an increase in the number of full-time equivalent employees, normal salary increases, and increased health care insurance costs. The increase in other operating expenses in the third quarter of fiscal 2009 compared to the third quarter of fiscal 2008 reflects increases in real estate owned expenses and deposit processing costs. The increase in federal deposit insurance premiums was due to the special assessment by the FDIC on all insured institutions, which amounted to $318,000 in our case, as well as an increase in the regular assessment rate for the deposit insurance premium. The increase in professional fees in the fiscal 2009 period primarily reflects the increased regulatory and reporting costs incurred as a public company.
   
 
          Other expenses of the Company increased by $1.2 million in the nine months ended June 30, 2009 over the comparable prior year period. The increase in the nine months ended June 30, 2009 primarily reflects increased salary and benefit expense of $591,000, a $545,000 increase in federal deposit insurance premiums, a $358,000 increase in professional fees, a $224,000 increase in real estate expenses and a $503,000 increase in other operating expenses, which were partially offset by the absence in fiscal 2009 of the $1.2 million non-recurring pretax charge for the contribution made to the Malvern Federal Charitable Foundation during the three months ended June 30, 2008.
   
 
          Income Tax Expense. Our income tax benefit was $28,000 for the three months ended June 30, 2009 compared to $101,000 for the three months ended June 30, 2008. The decrease in tax benefit for the third quarter in fiscal 2009 was due to an increase in income before taxes compared to the three months ended June 30, 2008. Our effective tax rate was 22.4% for the three months ended June 30, 2009 compared to 61.8% for the three months ended June 30, 2008. The higher tax benefit rate for the three months ended June 30, 2008 was attributed to the tax benefit of the one time charitable foundation contribution of $1.2 million in fiscal 2008. The decrease in effective tax rate for the three month ended June 30, 2009, was due to a larger portion of pre-tax income being from tax-exempt income.
   
 
          Our income tax expense was $321,000 for the nine months ended June 30, 2009 compared to $335,000 in expense for the nine months ended June 30, 2008. Our effective tax rate was 23.6% for the nine months ended June 30, 2009, compared to 27.7% for the nine months ended June 30, 2008. The decrease in effective tax rate was due to a larger portion of pre-tax income being from tax-exempt income.

 

 37

 
 
Liquidity and Capital Resources
 
 
          Our primary sources of funds are from deposits, FHLB borrowings, amortization of loans, loan prepayments and the maturity of loans, mortgage-backed securities and other investments, and other funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan prepayments can be greatly influenced by general interest rates, economic conditions and competition. We also maintain excess funds in short-term, interest-bearing assets that provide additional liquidity. At June 30, 2009, our cash and cash equivalents amounted to $36.3 million. In addition, at such date our available for sale investment securities amounted to $27.5 million.
   
 
          In addition to cash flow from loan and securities payments and prepayments as well as from sales of available for sale securities, we have significant borrowing capacity available to fund liquidity needs. In recent years we have utilized borrowings as a cost efficient addition to deposits as a source of funds. Our borrowings consist primarily of advances from the Federal Home Loan Bank of Pittsburgh, of which we are a member. Under terms of the collateral agreement with the Federal Home Loan Bank, we pledge residential mortgage loans and mortgage-backed securities as well as our stock in the Federal Home Loan Bank as collateral for such advances.
   
 
          We use our liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, and to meet operating expenses. At June 30, 2009, we had certificates of deposit maturing within the next 12 months amounting to $195.8 million. Based upon historical experience, we anticipate that a significant portion of the maturing certificates of deposit will be redeposited with us. For the nine months ended June 30, 2009, the average balance of our outstanding FHLB advances was $106.7 million. At June 30, 2009, we had $105.0 million in outstanding long-term FHLB advances and we had $244.2 million in additional FHLB advances available to us. In addition, at June 30, 2009, we had a $50.0 million in line of credit with the FHLB, none of which was outstanding at such date.
   
 
          The following table summarizes our contractual cash obligations at June 30, 2009.
 
   
 Payments Due by Period
 
   
 Less Than
One
Year
   
 One To
Three
Years
   
 Three To
Five
Years
   
 More Than
Five
Years
   
 Total
 
     (In Thousands)  
Certificates of deposit
  $ 195,819     $ 97,225     $ 6,540     $ 10,166     $ 309,750  
Long-term debt obligations
    35,000       21,957             48,000       104,957  
Operating lease obligations
    84       168       168       63       483  
Total contractual obligations
  $ 230,903     $ 119,350     $ 6,708     $ 58,229     $ 415,190  
 
 
          We anticipate that we will continue to have sufficient funds and alternative funding sources to meet our current commitments.
   
Impact of Inflation and Changing Prices
   
 
          The financial statements, accompanying notes, and related financial data of the Company presented herein have been prepared in accordance with generally accepted accounting principles, which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Most of our assets and liabilities are monetary in nature; therefore, the impact of interest rates has a greater impact on our performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.

 

 38

 
 
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
 
For a discussion of the Company’s asset and liability management policies as well as the methods used to manage its exposure to the risk of loss from adverse changes in market prices and rates market, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – How We Manage Market Risk” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2008. There has been no material change in the Company’s asset and liability position since September 30, 2008.
 
Item 4T. Controls and Procedures
 
Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and are operating in an effective manner.
 
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15(d)-15(f) under the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
PART II - OTHER INFORMATION
 
Item 1 - Legal Proceedings
 
There are no matters required to be reported under this item.
 
Item 1A - Risk Factors
 
See Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2008. There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended September 30, 2008.

 

 39

 
 
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
     
 
(a)
Not applicable
     
 
(b)
Not applicable
     
 
(c)
Purchases of Equity Securities
     
 
The Company’s repurchase of its common stock made during the quarter are set forth in the following table:
 
Period
 
Total Number
Of Shares
Purchased
   
Average Price
Paid per
Share
   
Total Number
of Shares
Purchased as
Part of
Publicly
Announced
Plans or
Program
   
Maximum
Number of
Shares
that May Yet
be Purchased
Under the
or Program (1)
 
                         
May 1 – May 31, 2009
                       
June 1 – June 30, 2009
                       
                                 
Total
                       
 
(1)
On May 7, 2009, the Company announced that its Board of Directors approved the repurchase of up to 138,000 shares or approximately 5% of the Company’s outstanding common stock held by shareholders other than Malvern Federal Mutual Holding Company. The repurchase program is scheduled to terminate as of May 7, 2010. Through June 30, 2009, no shares had been repurchased under the share repurchase program.
 
Item 3 - Defaults Upon Senior Securities
     
 
There are no matters required to be reported under this item.
     
Item 4 - Submission of Matters to a Vote of Security Holders
     
 
There are no matters required to be reported under this item.
     
Item 5 - Other Information
     
 
There are no matters required to be reported under this item.
     
Item 6 - Exhibits
     
31.1
Rule 13a-14(a)/15d-14(a) Certification of the Chief Executive Officer
31.2
Rule 13a-14(a)/15d-14(a) Section 302 Certification of the Chief Financial Officer
32.1
Section 1350 Certification

 

 40

 
 
SIGNATURES
 
          Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
 
     
MALVERN FEDERAL BANCORP, INC.
       
Date: 
August 7, 2009
By:
/s/ Ronald Anderson
     
Ronald Anderson
     
President and Chief Executive Officer
       
Date:
August 7, 2009
By:
/s/ Dennis Boyle
     
Dennis Boyle
     
Senior Vice President
     
and Chief Financial Officer
 
 

41