First Savings Financial Group, Inc. - Quarter Report: 2010 December (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
(Mark
One)
xQUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF
1934
For the
quarterly period ended December 31,
2010
OR
¨
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the
transition period from
to
Commission
File No. 1-34155
First Savings Financial
Group, Inc.
(Exact
name of registrant as specified in its charter)
Indiana
|
37-1567871
|
(State
or other jurisdiction of
|
(I.R.S.
Employer
|
incorporation
or organization)
|
Identification
Number)
|
501 East Lewis & Clark
Parkway, Indiana 47129
(Address
of principal executive offices) (Zip Code)
Registrant's
telephone number, including area code 1-812-283-0724
Not
applicable
|
(Former
name, former address and former fiscal year, if changed since last
report)
|
Indicate
by check mark whether the registrant (1) has filed all reports required to be
filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the
preceding 12 months (or for such shorter period that the registrant was required
to file such reports), and (2) has been subject to such filing requirements for
the past 90 days. Yes x No
¨
Indicate by check mark whether the
registrant 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). Yes ¨ 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 ¨
|
Accelerated Filer ¨
|
Non-accelerated
Filer ¨
|
Smaller Reporting Company
x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes ¨ No
x
The
number of shares outstanding of the registrant’s common stock as of January 31,
2011 was 2,368,945.
FIRST
SAVINGS FINANCIAL GROUP, INC.
INDEX
Page
|
||
Part
I
|
Financial
Information
|
|
Item
1. Financial Statements
|
||
Consolidated
Balance Sheets as of December 31, 2010 and September 30, 2010
(unaudited)
|
3
|
|
Consolidated
Statements of Income for the three months ended December 31, 2010 and 2009
(unaudited)
|
4
|
|
Consolidated
Statements of Cash Flows for the three months ended December 31, 2010 and
2009 (unaudited)
|
5
|
|
Notes
to Consolidated Financial Statements (unaudited)
|
6-29
|
|
Item
2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
|
30-37
|
|
Item
3. Quantitative and Qualitative Disclosures About Market
Risk
|
38-39
|
|
Item
4. Controls and Procedures
|
40
|
|
Part
II
|
Other
Information
|
|
Item
1. Legal Proceedings
|
41
|
|
Item
1A. Risk Factors
|
41
|
|
Item
2. Unregistered Sales of Equity Securities and Use of
Proceeds
|
41
|
|
Item
3. Defaults Upon Senior Securities
|
42
|
|
Item
4. Reserved
|
42
|
|
Item
5. Other Information
|
42
|
|
Item
6. Exhibits
|
42
|
|
Signatures
|
43
|
-2-
PART
I - FINANCIAL INFORMATION
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED
BALANCE SHEETS
(Unaudited)
December 31,
|
September 30,
|
|||||||
(In thousands, except share and per share data)
|
2010
|
2010
|
||||||
ASSETS
|
||||||||
Cash
and due from banks
|
$ | 8,412 | $ | 10,184 | ||||
Interest-bearing
deposits with banks
|
3,065 | 1,094 | ||||||
Total
cash and cash equivalents
|
11,477 | 11,278 | ||||||
Securities
available for sale, at fair value
|
120,139 | 109,976 | ||||||
Securities
held to maturity
|
3,586 | 3,929 | ||||||
Loans
held for sale
|
1,539 | 1,884 | ||||||
Loans,
net
|
339,094 | 343,615 | ||||||
Federal
Home Loan Bank stock, at cost
|
4,049 | 4,170 | ||||||
Premises
and equipment
|
9,929 | 9,492 | ||||||
Foreclosed
real estate
|
1,793 | 1,331 | ||||||
Accrued
interest receivable:
|
||||||||
Loans
|
1,514 | 1,646 | ||||||
Securities
|
916 | 746 | ||||||
Cash
surrender value of life insurance
|
8,313 | 8,234 | ||||||
Goodwill
|
5,940 | 5,940 | ||||||
Core
deposit intangible
|
2,374 | 2,447 | ||||||
Other
assets
|
4,434 | 3,754 | ||||||
Total
Assets
|
$ | 515,097 | $ | 508,442 | ||||
LIABILITIES
|
||||||||
Deposits:
|
||||||||
Noninterest-bearing
|
$ | 30,883 | $ | 28,853 | ||||
Interest-bearing
|
343,141 | 337,308 | ||||||
Total
deposits
|
374,024 | 366,161 | ||||||
Repurchase
agreements
|
16,716 | 16,821 | ||||||
Borrowings
from Federal Home Loan Bank
|
67,784 | 67,159 | ||||||
Accrued
interest payable
|
415 | 427 | ||||||
Advance
payments by borrowers for taxes and insurance
|
148 | 252 | ||||||
Accrued
expenses and other liabilities
|
1,859 | 2,471 | ||||||
Total
Liabilities
|
460,946 | 453,291 | ||||||
STOCKHOLDERS'
EQUITY
|
||||||||
Preferred
stock of $.01 par value per share Authorized 1,000,000 shares; none
issued
|
- | - | ||||||
Common
stock of $.01 par value per share Authorized 20,000,000 shares; issued
2,542,042 shares
|
25 | 25 | ||||||
Additional
paid-in capital
|
24,394 | 24,310 | ||||||
Retained
earnings - substantially restricted
|
32,987 | 31,889 | ||||||
Accumulated
other comprehensive income
|
1,328 | 2,959 | ||||||
Unearned
ESOP shares
|
(1,452 | ) | (1,501 | ) | ||||
Unearned
stock compensation
|
(1,137 | ) | (1,202 | ) | ||||
Less
treasury stock, at cost - 173,097 shares (127,102 shares at September 30,
2010)
|
(1,994 | ) | (1,329 | ) | ||||
Total
Stockholders' Equity
|
54,151 | 55,151 | ||||||
Total
Liabilities and Stockholders' Equity
|
$ | 515,097 | $ | 508,442 |
See notes
to consolidated financial statements.
-3-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME
(Unaudited)
Three Months Ended
|
||||||||
December 31,
|
||||||||
(In thousands, except share and per share data)
|
2010
|
2009
|
||||||
INTEREST
INCOME
|
||||||||
Loans,
including fees
|
$ | 5,254 | $ | 5,667 | ||||
Securities:
|
||||||||
Taxable
|
1,046 | 767 | ||||||
Tax-exempt
|
169 | 138 | ||||||
Dividend
income
|
28 | 17 | ||||||
Interest-bearing
deposits with banks
|
3 | 6 | ||||||
Total
interest income
|
6,500 | 6,595 | ||||||
INTEREST
EXPENSE
|
||||||||
Deposits
|
1,061 | 1,346 | ||||||
Repurchase
agreements
|
80 | 91 | ||||||
Borrowings
from Federal Home Loan Bank
|
282 | 230 | ||||||
Total
interest expense
|
1,423 | 1,667 | ||||||
Net
interest income
|
5,077 | 4,928 | ||||||
Provision
for loan losses
|
352 | 358 | ||||||
Net
interest income after provision for loan losses
|
4,725 | 4,570 | ||||||
NONINTEREST
INCOME
|
||||||||
Service
charges on deposit accounts
|
361 | 411 | ||||||
Net
gain on sales of securities available for sale
|
68 | - | ||||||
Unrealized
gain on derivative contract
|
45 | 61 | ||||||
Net
gain on sales of mortgage loans
|
106 | 9 | ||||||
Increase
in cash surrender value of life insurance
|
80 | 57 | ||||||
Commission
income
|
33 | 28 | ||||||
Other
income
|
161 | 159 | ||||||
Total
noninterest income
|
854 | 725 | ||||||
NONINTEREST
EXPENSE
|
||||||||
Compensation
and benefits
|
2,200 | 2,122 | ||||||
Occupancy
and equipment
|
445 | 532 | ||||||
Data
processing
|
285 | 236 | ||||||
Advertising
|
92 | 93 | ||||||
Professional
fees
|
120 | 114 | ||||||
FDIC
insurance premiums
|
134 | 150 | ||||||
Net
loss on foreclosed real estate
|
42 | 22 | ||||||
Other
operating expenses
|
720 | 696 | ||||||
Total
noninterest expense
|
4,038 | 3,965 | ||||||
Income
before income taxes
|
1,541 | 1,330 | ||||||
Income
tax expense
|
457 | 438 | ||||||
Net
Income
|
$ | 1,084 | $ | 892 | ||||
OTHER
COMPREHENSIVE INCOME (LOSS), NET OF TAX
|
||||||||
Unrealized
gain (loss) on securities:
|
||||||||
Unrealized
holding gains (losses) arising during the period
|
(1,586 | ) | 202 | |||||
Less:
reclassification adjustment
|
(45 | ) | - | |||||
Other
comprehensive income (loss)
|
(1,631 | ) | 202 | |||||
Comprehensive
Income (Loss)
|
$ | (547 | ) | $ | 1,094 | |||
Net
Income per common share, basic
|
$ | 0.50 | $ | 0.38 | ||||
Net
Income per common share, diluted
|
$ | 0.50 | $ | 0.38 | ||||
Dividends
per common share
|
$ | - | $ | 0.08 |
See notes
to consolidated financial statements.
-4-
PART
I - FINANCIAL INFORMATION
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF CASH FLOWS
(Unaudited)
Three Months Ended
|
||||||||
December 31,
|
||||||||
(In thousands)
|
2010
|
2009
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
income
|
$ | 1,084 | $ | 892 | ||||
Adjustments
to reconcile net income to net cash provided by operating
activities:
|
||||||||
Provision
for loan losses
|
352 | 358 | ||||||
Depreciation
and amortization
|
212 | 292 | ||||||
Amortization
of premiums and accretion of discounts on securities, net
|
(50 | ) | (33 | ) | ||||
Mortgage
loans originated for sale
|
(6,448 | ) | (1,035 | ) | ||||
Proceeds
on sale of mortgage loans
|
6,899 | 841 | ||||||
Gain
on sale of mortgage loans
|
(106 | ) | (9 | ) | ||||
Net
realized and unrealized (gain) loss on foreclosed real
estate
|
8 | (62 | ) | |||||
Net
gain on sales of securities available for sale
|
(68 | ) | - | |||||
Unrealized
gain on derivative contract
|
(45 | ) | (61 | ) | ||||
Increase
in cash surrender value of life insurance
|
(80 | ) | (57 | ) | ||||
Deferred
income taxes
|
221 | (2,263 | ) | |||||
ESOP
and stock compensation expense
|
195 | 189 | ||||||
(Increase)
decrease in accrued interest receivable
|
(38 | ) | 47 | |||||
Increase
(decrease) in accrued interest payable
|
(12 | ) | 9 | |||||
Change
in other assets and liabilities, net
|
(543 | ) | 49 | |||||
Net
Cash Provided By (Used In) Operating Activities
|
1,581 | (843 | ) | |||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase
of securities available for sale
|
(20,770 | ) | (16,668 | ) | ||||
Proceeds
from sales of securities available for sale
|
3,914 | 191 | ||||||
Proceeds
from maturities of securities available for sale
|
619 | 8,050 | ||||||
Principal
collected on mortgage-backed securities
|
3,996 | 3,401 | ||||||
Net
(increase) decrease in loans
|
3,416 | (82 | ) | |||||
Proceeds
from redemption of Federal Home Loan Bank stock
|
121 | - | ||||||
Investment
in cash surrender value of life insurance
|
- | (1,200 | ) | |||||
Proceeds
from sale of foreclosed real estate
|
284 | 860 | ||||||
Purchase
of premises and equipment
|
(576 | ) | (95 | ) | ||||
Net
Cash Used In Investing Activities
|
(8,996 | ) | (5,543 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Net
increase in deposits
|
7,863 | 9,155 | ||||||
Net
decrease in federal funds purchased
|
- | (1,180 | ) | |||||
Net
decrease in repurchase agreements
|
(105 | ) | (104 | ) | ||||
Increase
(decrease) in Federal Home Loan Bank line of credit
|
(331 | ) | 1,148 | |||||
Proceeds
from Federal Home Loan Bank advances
|
25,000 | 39,439 | ||||||
Repayment
of Federal Home Loan Bank advances
|
(24,044 | ) | (36,993 | ) | ||||
Net
decrease in advance payments by borrowers for taxes and
insurance
|
(104 | ) | (191 | ) | ||||
Purchase
of treasury stock
|
(665 | ) | (1,329 | ) | ||||
Net
Cash Provided By Financing Activities
|
7,614 | 9,945 | ||||||
Net
Increase in Cash and Cash Equivalents
|
199 | 3,559 | ||||||
Cash
and cash equivalents at beginning of period
|
11,278 | 10,404 | ||||||
Cash
and Cash Equivalents at End of Period
|
$ | 11,477 | $ | 13,963 |
See notes
to consolidated financial statements.
-5-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
1. Presentation
of Interim Information
First
Savings Financial Group, Inc. (“Company”), an Indiana corporation, was
incorporated in May 2008 to serve as the holding company for First Savings Bank,
F.S.B. (“Bank”), a federally-chartered savings bank. On October 6,
2008, in accordance with a Plan of Conversion adopted by its board of directors
and approved by its members, the Bank converted from a mutual savings bank to a
stock savings bank and became the wholly-owned subsidiary of the
Company. In connection with the conversion, the Company issued an
aggregate of 2,542,042 shares of common stock at an offering price of $10.00 per
share. In addition, in connection with the conversion, First Savings
Charitable Foundation was formed, to which the Company contributed 110,000
shares of common stock and $100,000 in cash. The Company’s common
stock began trading on the Nasdaq Capital Market on October 7, 2008 under the
symbol “FSFG”.
The Bank
has three-wholly owned subsidiaries: First Savings Investments, Inc., a Nevada
corporation that manages a securities portfolio, Southern Indiana Financial
Corporation, which sells non-deposit investment products, and FFCC, Inc., which
is currently inactive.
In the
opinion of management, the unaudited consolidated financial statements include
all adjustments considered necessary to present fairly the financial position as
of December 31, 2010, and the results of operations and the cash flows for the
three-month periods ended December 31, 2010 and 2009. All of these
adjustments are of a normal, recurring nature. Such adjustments are
the only adjustments included in the unaudited consolidated financial
statements. Interim results are not necessarily indicative of results
for a full year.
The
accompanying unaudited consolidated financial statements and notes have been
prepared in accordance with U.S. generally accepted accounting principles
(“GAAP”) for interim financial statements and are presented as permitted by the
instructions to Form 10-Q. Accordingly, they do not contain certain
information included in the Company’s audited consolidated financial statements
and related notes for the year ended September 30, 2010 included in the Form
10-K.
The
unaudited consolidated financial statements include the accounts of the Company
and its subsidiaries. All material intercompany balances and
transactions have been eliminated in consolidation.
-6-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
2. Investment
Securities
Investment
securities have been classified according to management’s intent. The
amortized cost of securities and their fair values are as follows:
Gross
|
Gross
|
|||||||||||||||
Amortized
|
Unrealized
|
Unrealized
|
Fair
|
|||||||||||||
Cost
|
Gains
|
Losses
|
Value
|
|||||||||||||
(In thousands)
|
||||||||||||||||
December
31, 2010:
|
||||||||||||||||
Securities
available for sale:
|
||||||||||||||||
Agency
bonds and notes
|
$ | 32,706 | $ | 10 | $ | 458 | $ | 32,258 | ||||||||
Agency
mortgage-backed
|
11,809 | 253 | 66 | 11,996 | ||||||||||||
Agency
CMO
|
22,117 | 199 | 130 | 22,186 | ||||||||||||
Privately-issued
CMO
|
10,149 | 2,642 | 74 | 12,717 | ||||||||||||
Municipal
|
41,152 | 543 | 801 | 40,894 | ||||||||||||
Subtotal
– debt securities
|
117,933 | 3,647 | 1,529 | 120,051 | ||||||||||||
Equity
securities
|
- | 88 | - | 88 | ||||||||||||
Total
securities available for sale
|
$ | 117,933 | $ | 3,735 | $ | 1,529 | $ | 120,139 | ||||||||
Securities
held to maturity:
|
||||||||||||||||
Agency
mortgage-backed
|
$ | 3,283 | $ | 196 | $ | - | $ | 3,479 | ||||||||
Municipal
|
303 | 2 | - | 305 | ||||||||||||
Total
securities held to maturity
|
$ | 3,586 | $ | 198 | $ | - | $ | 3,784 | ||||||||
September
30, 2010:
|
||||||||||||||||
Securities
available for sale:
|
||||||||||||||||
Agency
bonds and notes
|
$ | 25,510 | $ | 196 | $ | 1 | $ | 25,705 | ||||||||
Agency
mortgage-backed
|
13,944 | 226 | 29 | 14,141 | ||||||||||||
Agency
CMO
|
22,325 | 224 | 61 | 22,488 | ||||||||||||
Privately-issued
CMO
|
10,342 | 2,418 | 72 | 12,688 | ||||||||||||
Municipal
|
33,109 | 1,920 | 152 | 34,877 | ||||||||||||
Subtotal
– debt securities
|
105,230 | 4,984 | 315 | 109,899 | ||||||||||||
Equity
securities
|
- | 77 | - | 77 | ||||||||||||
Total
securities available for sale
|
$ | 105,230 | $ | 5,061 | $ | 315 | $ | 109,976 | ||||||||
Securities
held to maturity:
|
||||||||||||||||
Agency
mortgage-backed
|
$ | 3,625 | $ | 211 | $ | - | $ | 3,836 | ||||||||
Municipal
|
304 | 4 | - | 308 | ||||||||||||
Total
securities held to maturity
|
$ | 3,929 | $ | 215 | $ | - | $ | 4,144 |
-7-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Agency
bonds and notes, agency mortgage-backed securities and agency collateralized
mortgage obligations (CMO) include securities issued by the Government National
Mortgage Association (GNMA), a U.S. government agency, and the Federal National
Mortgage Association (FNMA), the Federal Home Loan Mortgage Corporation (FHLMC)
and the Federal Home Loan Bank (FHLB), which are government-sponsored
enterprises. Privately-issued CMO are complex securities issued by
special-purpose entities that are generally collateralized by first position
residential mortgage loans and first position residential home equity
loans.
The
amortized cost and fair value of investment securities as of December 31, 2010
by contractual maturity are shown below. Expected maturities of
mortgage-backed securities and CMO may differ from contractual maturities
because the mortgages underlying the obligations may be prepaid without
penalty.
Available for Sale
|
Held to Maturity
|
|||||||||||||||
Amortized
|
Fair
|
Amortized
|
Fair
|
|||||||||||||
Cost
|
Value
|
Cost
|
Value
|
|||||||||||||
(In thousands)
|
||||||||||||||||
Due
within one year
|
$ | 1,187 | $ | 1,183 | $ | 303 | $ | 305 | ||||||||
Due
after one year through
|
||||||||||||||||
five
years
|
3,335 | 3,309 | - | - | ||||||||||||
Due
after five years through
|
||||||||||||||||
ten
years
|
7,473 | 7,552 | - | - | ||||||||||||
Due
after ten years
|
61,863 | 61,108 | - | - | ||||||||||||
73,858 | 73,152 | 303 | 305 | |||||||||||||
Equity
securities
|
- | 88 | - | - | ||||||||||||
CMO
|
32,266 | 34,903 | - | - | ||||||||||||
Mortgage-backed
securities
|
11,809 | 11,996 | 3,283 | 3,479 | ||||||||||||
$ | 117,933 | $ | 120,139 | $ | 3,586 | $ | 3,784 |
Information
pertaining to securities with gross unrealized losses at December 31, 2010,
aggregated by investment category and the length of time that individual
securities have been in a continuous loss position, follows:
Number
|
|
Gross
|
||||||||||
of Investment
|
Fair
|
Unrealized
|
||||||||||
Positions
|
Value
|
Losses
|
||||||||||
(Dollars in thousands)
|
||||||||||||
Securities
available for sale:
|
||||||||||||
Continuous
loss position less than twelve months:
|
||||||||||||
Agency
bonds and notes
|
14 | $ | 22,548 | $ | 458 | |||||||
Agency
mortgage-backed
|
4 | 5,895 | 66 | |||||||||
Agency
CMO
|
6 | 6,259 | 130 | |||||||||
Privately-issued
CMO
|
6 | 1,212 | 74 | |||||||||
Municipal
bonds
|
30 | 16,183 | 801 | |||||||||
Total
securities available for sale
|
60 | $ | 52,097 | $ | 1,529 |
-8-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
At
December 31, 2010, the Company did not have any securities held to maturity with
an unrealized loss or securities that had been in a continuous loss position for
more than twelve months. Management evaluates securities for
other-than-temporary impairment at least on a quarterly basis, and more
frequently when economic or market concerns warrant such
evaluation. Consideration is given to (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 Bank to retain its investment in the issuer for a period of time
sufficient to allow for any anticipated recovery in fair value.
The total
available for sale debt securities in loss positions at December 31, 2010 have
depreciated approximately 2.9% from the Bank’s amortized cost basis and are
fixed and variable rate securities with a weighted-average yield of 4.14% and a
weighted-average coupon rate of 4.24%.
U.S.
government agency debt securities, including mortgage-backed securities and CMO
securities, and municipal bonds in loss positions at December 31, 2010 had
depreciated approximately 2.8% from the amortized cost basis. All of
the U.S. government agency and municipal securities are issued by U.S.
government agencies, government-sponsored enterprises and municipal governments,
or are secured by first mortgage loans and municipal project
revenues.
At
December 31, 2010, the six privately-issued CMO securities in loss positions had
depreciated approximately 5.8% from the amortized cost basis and include
securities collateralized by home equity lines of credit or other
mortgage-related loan products. All such investments except two
securities with fair values totaling $723,000 and unrealized losses of $11,000
at December 31, 2010 continued to be rated by a nationally recognized
statistical rating organization as investment grade assets.
The
Company evaluates the existence of a potential credit loss component related to
the decline in fair value of the privately-issued CMO portfolio each quarter
using an independent third party analysis. At December 31, 2010, the
Company held ten privately-issued CMO securities with an aggregate amortized
cost of $2.1 million and fair value of $2.8 million that have been downgraded to
a substandard regulatory classification due to a downgrade of the security’s
credit quality rating by various rating agencies. Based on the
independent third party analysis, the Bank expects to collect the contractual
principal and interest cash flows for these securities and, as a result, no
other-than-temporary impairment has been recognized on the privately-issued CMO
portfolio. While management does not anticipate a credit-related
impairment loss at December 31, 2010, additional deterioration in market and
economic conditions may have an adverse impact on the credit quality in the
future.
The
unrealized losses relate principally to current interest rates for similar types
of securities. In analyzing an issuer’s financial condition,
management considers whether the securities are issued by the federal
government, its agencies, or other governments, whether downgrades by bond
rating agencies have occurred, and the results of reviews of the issuer’s
financial condition. As management has the ability to hold debt
securities to maturity, or for the foreseeable future if classified as available
for sale, no declines are deemed to be other-than-temporary.
During
the three months ended December 31, 2010, the Company realized gross gains on
sales of available for sale municipal securities of $68,000.
-9-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3. Loans
and Allowance for Loan Losses
Loans at
December 31, 2010 and September 30, 2010 consisted of the
following:
December 31,
|
September 30,
|
|||||||
2010
|
2010
|
|||||||
(In thousands)
|
||||||||
Real
estate mortgage:
|
||||||||
1-4
family residential
|
$ | 169,497 | $ | 172,007 | ||||
Multi-family
residential
|
19,480 | 20,360 | ||||||
Commercial
|
56,569 | 53,869 | ||||||
Residential
construction
|
13,986 | 15,867 | ||||||
Commercial
construction
|
9,944 | 9,851 | ||||||
Land
and land development
|
8,449 | 9,076 | ||||||
Commercial
business loans
|
30,622 | 30,905 | ||||||
Consumer:
|
||||||||
Home
equity loans
|
16,211 | 16,335 | ||||||
Auto
loans
|
12,297 | 13,405 | ||||||
Other
consumer loans
|
6,708 | 7,030 | ||||||
Gross
loans
|
343,763 | 348,705 | ||||||
Deferred
loan origination fees and costs, net
|
754 | 778 | ||||||
Undisbursed
portion of loans in process
|
(1,464 | ) | (2,057 | ) | ||||
Allowance
for loan losses
|
(3,959 | ) | (3,811 | ) | ||||
Loans,
net
|
$ | 339,094 | $ | 343,615 |
During
the three-month period ended December 31, 2010, there was no significant change
in the Company’s lending activities or methodology used to estimate the
allowance for loan losses as disclosed in the Company’s Annual Report on Form
10-K for the year ended September 30, 2010.
-10-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The
following table provides the components of the recorded investment in loans for
each portfolio class as of December 31, 2010:
Residential
Real Estate
|
Commercial
Real Estate
|
Multifamily
|
Construction
|
Land & Land
Development
|
Commercial
Business
|
Consumer
|
Total
|
|||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||||||
Principal
loan balance
|
$ | 169,497 | $ | 56,569 | $ | 19,480 | $ | 22,466 | $ | 8,449 | $ | 30,622 | $ | 35,216 | $ | 342,299 | ||||||||||||||||
Accrued
interest receivable
|
715 | 292 | 63 | 96 | 41 | 163 | 144 | 1,514 | ||||||||||||||||||||||||
Net
deferred loan origination fees and costs
|
713 | (21 | ) | (6 | ) | 39 | (2 | ) | (14 | ) | 45 | 754 | ||||||||||||||||||||
Recorded
investment in loans
|
$ | 170,925 | $ | 56,840 | $ | 19,537 | $ | 22,601 | $ | 8,488 | $ | 30,771 | $ | 35,405 | $ | 344,567 |
-11-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
An
analysis of the allowance for loan losses and recorded investment in loans as of
and for the three months ended December 31, 2010 is as follows:
Residential
Real Estate
|
Commercial
Real Estate
|
Multifamily
|
Construction
|
Land & Land
Development
|
Commercial
Business
|
Consumer
|
Unallocated
|
Total
|
||||||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||||||||||
Allowance
for Loan Losses:
|
||||||||||||||||||||||||||||||||||||
Beginning
balance
|
$ | 1,242 | $ | 600 | $ | 369 | $ | 218 | $ | 62 | $ | 891 | $ | 429 | $ | - | $ | 3,811 | ||||||||||||||||||
Provisions
|
174 | 301 | 181 | (77 | ) | (33 | ) | (161 | ) | (33 | ) | - | 352 | |||||||||||||||||||||||
Charge-offs
|
(213 | ) | (5 | ) | - | (8 | ) | - | - | (52 | ) | - | (278 | ) | ||||||||||||||||||||||
Recoveries
|
- | - | - | - | - | 57 | 17 | - | 74 | |||||||||||||||||||||||||||
Ending
balance
|
$ | 1,203 | $ | 896 | $ | 550 | $ | 133 | $ | 29 | $ | 787 | $ | 361 | $ | - | $ | 3,959 | ||||||||||||||||||
Ending
allowance balance attributable to loans:
|
||||||||||||||||||||||||||||||||||||
Individually
evaluated for impairment
|
$ | 69 | $ | 249 | $ | - | $ | 59 | $ | - | $ | - | $ | 23 | $ | - | $ | 400 | ||||||||||||||||||
Collectively
evaluated for impairment
|
1,134 | 647 | 550 | 74 | 29 | 787 | 338 | - | 3,559 | |||||||||||||||||||||||||||
Acquired
with deteriorated credit quality
|
- | - | - | - | - | - | - | - | - | |||||||||||||||||||||||||||
Ending
balance
|
$ | 1,203 | $ | 896 | $ | 550 | $ | 133 | $ | 29 | $ | 787 | $ | 361 | $ | - | $ | 3,959 | ||||||||||||||||||
Recorded
Investment in Loans:
|
||||||||||||||||||||||||||||||||||||
Individually
evaluated for impairment
|
$ | 2,674 | $ | 1,482 | $ | - | $ | 613 | $ | 397 | $ | 162 | $ | 315 | $ | 5,643 | ||||||||||||||||||||
Collectively
evaluated for impairment
|
167,474 | 54,797 | 19,537 | 21,939 | 8,091 | 30,556 | 35,046 | 337,440 | ||||||||||||||||||||||||||||
Acquired
with deteriorated credit quality
|
777 | $ | 561 | - | 49 | - | 53 | 44 | 1,484 | |||||||||||||||||||||||||||
Ending
balance
|
$ | 170,925 | $ | 56,840 | $ | 19,537 | $ | 22,601 | $ | 8,488 | $ | 30,771 | $ | 35,405 | $ | 344,567 |
-12-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The
following table presents impaired loans individually evaluated for impairment by
class of loans as of December 31, 2010:
Unpaid
|
Average
|
Interest
|
Interest
|
|||||||||||||||||||||
Recorded
|
Principal
|
Related
|
Recorded
|
Income
|
Recognized –
|
|||||||||||||||||||
Investment
|
Balance
|
Allowance
|
Investment
|
Recognized
|
Cash Method
|
|||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||
Loans
with no related allowance recorded:
|
||||||||||||||||||||||||
Residential
real estate
|
$ | 2,335 | $ | 2,318 | $ | - | $ | 2,348 | $ | 9 | $ | 10 | ||||||||||||
Commercial
real estate
|
987 | 981 | - | 1,078 | 2 | - | ||||||||||||||||||
Multifamily
|
- | - | - | - | - | - | ||||||||||||||||||
Construction
|
354 | 351 | - | 487 | 1 | - | ||||||||||||||||||
Land
and land development
|
397 | 397 | - | 199 | - | 1 | ||||||||||||||||||
Commercial
business
|
162 | 161 | - | 253 | 1 | 1 | ||||||||||||||||||
Consumer
|
214 | 213 | - | 242 | 1 | - | ||||||||||||||||||
4,449 | 4,421 | - | 4,607 | 14 | 12 | |||||||||||||||||||
Loans
with an allowance recorded:
|
||||||||||||||||||||||||
Residential
real estate
|
339 | 338 | 69 | 652 | - | - | ||||||||||||||||||
Commercial
real estate
|
495 | 495 | 249 | 247 | - | - | ||||||||||||||||||
Multifamily
|
- | - | - | - | - | - | ||||||||||||||||||
Construction
|
259 | 259 | 59 | 200 | - | - | ||||||||||||||||||
Land
and land development
|
- | - | - | - | - | - | ||||||||||||||||||
Commercial
business
|
- | - | - | - | - | - | ||||||||||||||||||
Consumer
|
101 | 101 | 23 | 98 | - | - | ||||||||||||||||||
1,194 | 1,193 | 400 | 1,197 | - | - | |||||||||||||||||||
Total:
|
||||||||||||||||||||||||
Residential
real estate
|
2,674 | 2,656 | 69 | 3,000 | 9 | 10 | ||||||||||||||||||
Commercial
real estate
|
1,482 | 1,476 | 249 | 1,325 | 2 | - | ||||||||||||||||||
Multifamily
|
- | - | - | - | - | - | ||||||||||||||||||
Construction
|
613 | 610 | 59 | 687 | 1 | - | ||||||||||||||||||
Land
and land development
|
397 | 397 | - | 199 | - | - | ||||||||||||||||||
Commercial
business
|
162 | 161 | - | 253 | 1 | 1 | ||||||||||||||||||
Consumer
|
315 | 314 | 23 | 340 | 1 | 1 | ||||||||||||||||||
$ | 5,643 | $ | 5,614 | $ | 400 | $ | 5,804 | $ | 14 | $ | 12 |
-13-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Nonperforming
loans consists of nonaccrual loans and loans over 90 days past due and still
accruing interest. The following table presents the recorded
investment in nonperforming loans by class of loans at December 31,
2010:
Nonaccrual
Loans
|
Loans 90+
Days
Past Due
Still Accruing
|
Total
Nonperforming
Loans
|
||||||||||
(In thousands)
|
||||||||||||
Residential
real estate
|
$ | 2,176 | $ | 498 | $ | 2,674 | ||||||
Commercial
real estate
|
1,391 | 91 | 1,482 | |||||||||
Multifamily
|
- | - | - | |||||||||
Construction
|
482 | 131 | 613 | |||||||||
Land
and land development
|
397 | - | 397 | |||||||||
Commercial
business
|
53 | 109 | 162 | |||||||||
Consumer
|
263 | 52 | 315 | |||||||||
Total
|
$ | 4,762 | $ | 881 | $ | 5,643 |
The
following table presents the aging of the recorded investment in past
due loans at December 31, 2010 by class of loans:
30-59
Days
Past Due
|
60-89
Days
Past Due
|
90+
Days
Past Due
|
Total
Past Due
|
Current
|
Total
Loans
|
|||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||
Residential
real estate
|
$ | 5,212 | $ | 2,132 | $ | 1,971 | $ | 9,315 | $ | 161,610 | $ | 170,925 | ||||||||||||
Commercial
real estate
|
716 | 53 | 1,163 | 1,932 | 54,908 | 56,840 | ||||||||||||||||||
Multifamily
|
32 | - | - | 32 | 19,505 | 19,537 | ||||||||||||||||||
Construction
|
374 | - | 613 | 987 | 21,614 | 22,601 | ||||||||||||||||||
Land
and land development
|
- | - | 397 | 397 | 8,091 | 8,488 | ||||||||||||||||||
Commercial
business
|
116 | 86 | 162 | 364 | 30,407 | 30,771 | ||||||||||||||||||
Consumer
|
916 | 108 | 79 | 1,103 | 34,302 | 35,405 | ||||||||||||||||||
Total
|
$ | 7,366 | $ | 2,379 | $ | 4,385 | $ | 14,130 | $ | 330,437 | $ | 344,567 |
-14-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The
Company categorizes loans into risk categories based on relevant information
about the ability of borrowers to service their debt such as: current
financial information, public information, historical payment experience, credit
documentation, public information, and current economic trends, among other
factors. The Company classifies loans based on credit risk at least
quarterly. The Company uses the following regulatory definitions for
risk ratings:
Special
Mention: Loans classified as special mention have a potential
weakness that deserves management’s close attention. If left
uncorrected, these potential weaknesses may result in deterioration of the
repayment prospects for the loan or of the institution’s credit position at some
future date.
Substandard: Loans
classified as substandard are inadequately protected by the current net worth
and paying capacity of the obligor or of the collateral pledged, if
any. Loans so classified have a well-defined weakness or weaknesses
that jeopardize the liquidation of the debt. They are characterized
by the distinct possibility that the institution will sustain some loss if the
deficiencies are not corrected.
Doubtful: Loans
classified as doubtful have all the weaknesses inherent in those classified as
substandard, with the added characteristic that the weaknesses make collection
or liquidation in full, on the basis of currently existing facts, conditions,
and values, highly questionable and improbable.
Loans not
meeting the criteria above that are analyzed individually as part of the above
described process are considered to be pass rated loans. As of
December 31, 2010, and based on the most recent analysis performed, the recorded
investment in loans by risk category is as follows:
Residential
Real Estate
|
Commercial
Real Estate
|
Multi-family
|
Construction
|
Land and Land
Development
|
Commercial
Business
|
Consumer
|
Total
|
|||||||||||||||||||||||||
(In thousands)
|
||||||||||||||||||||||||||||||||
Pass
|
$ | 163,691 | $ | 49,125 | $ | 17,197 | $ | 21,528 | $ | 7,467 | $ | 29,421 | $ | 34,684 | $ | 323,113 | ||||||||||||||||
Special
Mention
|
1,189 | 5,399 | 336 | 187 | 624 | 1,090 | 105 | 8,930 | ||||||||||||||||||||||||
Substandard
|
5,008 | 1,503 | 2,004 | 837 | 397 | 260 | 521 | 10,530 | ||||||||||||||||||||||||
Doubtful
|
1,037 | 813 | - | 49 | - | - | 95 | 1,994 | ||||||||||||||||||||||||
Loss
|
- | - | - | - | - | - | - | - | ||||||||||||||||||||||||
Total
|
$ | 170,925 | $ | 56,840 | $ | 19,537 | $ | 22,601 | $ | 8,488 | $ | 30,771 | $ | 35,405 | $ | 344,567 |
The
Company does not have any classes of loans that are considered to be
subprime.
-15-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4. Supplemental
Disclosure for Earnings Per Share
Basic
earnings per share are computed by dividing income available to common
stockholders by the weighted average number of common shares outstanding for the
period. Diluted earnings per share reflect the potential dilution
that could occur if securities or other contracts to issue common stock were
exercised or converted into common stock or resulted in the issuance of common
stock that then shared in the earnings of the entity.
Three Months Ended
|
||||||||
December 31,
|
||||||||
(Dollars in thousands, except per share data)
|
2010
|
2009
|
||||||
Basic
|
||||||||
Earnings:
|
||||||||
Net
income
|
$ | 1,084 | $ | 892 | ||||
Shares:
|
||||||||
Weighted
average common shares outstanding
|
2,156,683 | 2,348,048 | ||||||
Net
income per common share, basic
|
$ | 0.50 | $ | 0.38 | ||||
Diluted
|
||||||||
Earnings:
|
||||||||
Net
income
|
$ | 1,084 | $ | 892 | ||||
Shares:
|
||||||||
Weighted
average common shares outstanding
|
2,156,683 | 2,348,048 | ||||||
Add:
Dilutive effect of outstanding options
|
14,385 | - | ||||||
Add:
Dilutive effect of restricted stock
|
9,350 | - | ||||||
Weighted
average shares outstanding, as adjusted
|
2,180,418 | 2,348,048 | ||||||
Net
income per common share, diluted
|
$ | 0.50 | $ | 0.38 |
-16-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
5. Comprehensive
Income
Comprehensive
income is defined as the change in equity (net assets) of a business enterprise
during a period from transactions and other events and circumstances from
non-owner sources. It includes all changes in equity during a period
except those resulting from investments by owners and distributions to
owners. Comprehensive income for the Company includes net income and
other comprehensive income representing the net unrealized gains and losses on
securities available for sale. The following tables set forth the
components of other comprehensive income and the allocated tax amounts for the
three-month periods ended December, 2010 and 2009:
Three Months Ended
|
||||||||
December 31,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Unrealized
gains (losses) on securities:
|
||||||||
Unrealized
holding gains (losses)
|
||||||||
arising
during the period
|
$ | (2,403 | ) | $ | 334 | |||
Income
tax (expense) benefit
|
817 | (132 | ) | |||||
Net
of tax amount
|
(1,586 | ) | 202 | |||||
Less: reclassification
|
||||||||
adjustment
for realized gains
|
||||||||
included
in net income
|
(68 | ) | - | |||||
Income
tax expense
|
23 | - | ||||||
Net
of tax amount
|
(45 | ) | - | |||||
Other
comprehensive income (loss), net of tax
|
$ | (1,631 | ) | $ | 202 |
6. Supplemental
Disclosures of Cash Flow Information
Three Months Ended
|
||||||||
December 31,
|
||||||||
2010
|
2009
|
|||||||
(In thousands)
|
||||||||
Cash
payments for:
|
||||||||
Interest
|
$ | 1,740 | $ | 2,244 | ||||
Taxes
|
75 | 40 | ||||||
Transfers
from loans to foreclosed real estate
|
836 | 105 | ||||||
Proceeds
from sales of foreclosed real estate
|
||||||||
financed
through loans
|
83 | 260 |
-17-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7.
|
Fair
Value Measurements and Disclosures about Fair Value of Financial
Instruments
|
Financial
Accounting Standards Board (“FASB”) Accounting Standards Codification (“ASC”)
Topic 820, Fair Value
Measurements, provides the framework for measuring fair
value. That framework provides a fair value hierarchy that
prioritizes the inputs to valuation techniques used to measure fair
value. The hierarchy gives the highest priority to unadjusted quoted
prices in active markets for identical assets or liabilities (Level 1
measurements) and the lowest priority to unobservable inputs (Level 3
measurements). The three levels of the fair value hierarchy under
FASB ASC Topic 820 are described as follows:
|
Level
1:
|
Inputs
to the valuation methodology are quoted prices, unadjusted, for identical
assets or liabilities in active markets. A quoted market price
in an active market provides the most reliable evidence of fair value and
shall be used to measure fair value whenever
available.
|
|
Level
2:
|
Inputs
to the valuation methodology include quoted market prices for similar
assets or liabilities in active markets; inputs to the valuation
methodology include quoted market prices for identical or similar assets
or liabilities in markets that are not active; or inputs to the valuation
methodology that are derived principally from or can be corroborated by
observable market data by correlation or other
means.
|
|
Level
3:
|
Inputs
to the valuation methodology are unobservable and significant to the fair
value measurement. Level 3 assets and liabilities include
financial instruments whose value is determined using discounted cash flow
methodologies, as well as instruments for which the determination of fair
value requires significant management judgment or
estimation.
|
A
description of the valuation methodologies used for instruments measured at fair
value, as well as the general classification of such instruments pursuant to the
valuation hierarchy, is set forth below. These valuation
methodologies were applied to all of the Company’s financial assets carried at
fair value or the lower of cost or fair value. The table below
presents the balances of financial assets measured at fair value on a recurring
and nonrecurring basis as of December 31, 2010 and September 30,
2010. The Company had no liabilities measured at fair value as of
December 31, 2010 and September 30, 2010.
-18-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Carrying Value
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
(In thousands)
|
||||||||||||||||
December
31, 2010:
|
||||||||||||||||
Assets
Measured - Recurring Basis
|
||||||||||||||||
Securities
available for sale:
|
||||||||||||||||
Agency
bonds and notes
|
$ | - | $ | 32,258 | $ | - | $ | 32,258 | ||||||||
Agency
mortgage-backed
|
- | 11,996 | - | 11,996 | ||||||||||||
Agency
CMO
|
- | 22,186 | - | 22,186 | ||||||||||||
Privately-issued
CMO
|
- | 12,717 | - | 12,717 | ||||||||||||
Municipal
|
- | 40,894 | - | 40,894 | ||||||||||||
Equity
securities
|
88 | - | - | 88 | ||||||||||||
Total
securities available for sale
|
$ | 88 | $ | 120,051 | $ | - | $ | 120,139 | ||||||||
Interest
rate cap contract
|
- | 123 | - | 123 | ||||||||||||
Assets
Measured - Nonrecurring Basis
|
||||||||||||||||
Impaired
loans
|
- | 5,214 | - | 5,214 | ||||||||||||
Loans
held for sale
|
- | 1,539 | - | 1,539 | ||||||||||||
Foreclosed
real estate
|
- | 1,793 | - | 1,793 | ||||||||||||
September
30, 2010:
|
||||||||||||||||
Assets
Measured - Recurring Basis
|
||||||||||||||||
Securities
available for sale:
|
||||||||||||||||
Agency
bonds and notes
|
$ | - | $ | 25,705 | $ | - | $ | 25,705 | ||||||||
Agency
mortgage-backed
|
- | 14,141 | - | 14,141 | ||||||||||||
Agency
CMO
|
- | 22,488 | - | 22,488 | ||||||||||||
Privately-issued
CMO
|
- | 12,688 | - | 12,688 | ||||||||||||
Municipal
|
- | 34,877 | - | 34,877 | ||||||||||||
Equity
securities
|
77 | - | - | 77 | ||||||||||||
Total
securities available for sale
|
$ | 77 | $ | 109,899 | $ | - | $ | 109,976 | ||||||||
Interest
rate cap contract
|
- | 77 | - | 77 | ||||||||||||
Assets
Measured - Nonrecurring Basis
|
||||||||||||||||
Impaired
loans
|
- | 5,637 | - | 5,637 | ||||||||||||
Loans
held for sale
|
- | 1,884 | - | 1,884 | ||||||||||||
Foreclosed
real estate
|
- | 1,331 | - | 1,331 |
Fair
value is based upon quoted market prices where available. If quoted
market prices are not available, fair value is based on internally developed
models or obtained from third parties that primarily use, as inputs, observable
market-based parameters or a matrix pricing model that employs the Bond Market
Association’s standard calculations for cash flow and price/yield analysis and
observable market-based parameters. Valuation adjustments may be made
to ensure that financial instruments are recorded at fair value, or the lower of
cost or fair value. These adjustments may include unobservable
parameters. Any such valuation adjustments have been applied
consistently over time.
-19-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
The
Company’s valuation methodologies may produce a fair value calculation that may
not be indicative of net realizable value or reflective of future fair
values. While management believes the Company’s valuation
methodologies are appropriate and consistent with other market participants, the
use of different methodologies or assumptions to determine the fair value of
certain financial instruments could result in a different estimate of fair value
at the reporting date.
Securities
Available for Sale. Securities classified
as available for sale are reported at fair value on a recurring
basis. These securities are classified as Level 1 of the valuation
hierarchy where quoted market prices from reputable third-party brokers are
available in an active market. If quoted market prices are not
available, the Company obtains fair value measurements from an independent
pricing service. These securities are reported using Level 2 inputs
and the fair value measurements consider observable data that may include dealer
quotes, market spreads, cash flows, U.S. government and agency yield curves,
live trading levels, trade execution data, market consensus prepayment speeds,
credit information, and the security’s terms and conditions, among other
factors. Changes in fair value of securities available for sale are
recorded in other comprehensive income, net of income tax effect.
Derivative
Financial Instruments. Derivative
financial instruments consist of an interest rate cap contract. As
such, significant fair value inputs can generally be verified by counterparties
and do not involve significant management judgments (Level 2
inputs).
Impaired
Loans. Impaired loans are carried at the present value of
estimated future cash flows using the loan's existing rate or the fair value of
collateral if the loan is collateral dependent. Impaired loans are
evaluated and valued at the time the loan is identified as impaired at the lower
of cost or market value. For collateral dependent impaired loans,
market value is measured based on the value of the collateral securing these
loans and is classified as Level 2 in the fair value
hierarchy. Collateral may be real estate and/or business assets,
including equipment, inventory and/or accounts receivable, and its fair value is
generally determined based on real estate appraisals or other independent
evaluations by qualified professionals. Impaired loans are reviewed
and evaluated on at least a quarterly basis for additional impairment and
adjusted accordingly, based on the same factors identified above.
Loans Held for
Sale. Loans held for sale are carried at the lower of cost or
market value. The portfolio is comprised of residential real estate
loans and fair value is based on specific prices of underlying contracts for
sale to investors. These measurements are carried at Level
2.
Foreclosed Real
Estate Held for Sale. Foreclosed real estate held for sale is
reported at the lower of carrying value or fair value less estimated costs to
dispose of the property using Level 2 inputs. The fair values are
determined by real estate appraisals using valuation techniques consistent with
the market approach using recent sales of comparable properties. In
cases where such inputs are unobservable, the balance is reflected within the
Level 3 hierarchy.
There
were no transfers into or out of the Company's Level 3 financial assets for the
three-month period ended December 31, 2010. In addition, there were
no transfers into or out of Levels 1 and 2 of the fair value hierarchy during
the three-month period ended December 31, 2010.
-20-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
GAAP
requires disclosure of fair value information about financial instruments for
interim reporting periods, whether or not recognized in the consolidated balance
sheet. In cases where quoted market prices are not available, fair
values are based on estimates using present value or other valuation
techniques. Those techniques are significantly affected by the
assumptions used, including the discount rate and estimates of future cash
flows. In that regard, the derived fair value estimates cannot be
substantiated by comparison to independent markets and, in many cases, could not
be realized in immediate settlement of the instruments. Accordingly,
the aggregate fair value amounts presented do not represent the underlying value
of the Company. The estimated fair values of the Company's financial
instruments are as follows:
December 31, 2010
|
September 30, 2010
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
Amount
|
Value
|
Amount
|
Value
|
|||||||||||||
|
(In
thousands)
|
|||||||||||||||
Financial
assets:
|
||||||||||||||||
Cash
and due from banks
|
$ | 8,412 | $ | 8,412 | $ | 10,184 | $ | 10,184 | ||||||||
Interest-bearing
deposits in banks
|
3,065 | 3,065 | 1,094 | 1,094 | ||||||||||||
Securities
available for sale
|
120,139 | 120,139 | 109,976 | 109,976 | ||||||||||||
Securities
held to maturity
|
3,586 | 3,784 | 3,929 | 4,144 | ||||||||||||
Loans,
net
|
339,094 | 352,804 | 343,615 | 357,508 | ||||||||||||
Loans
held for sale
|
1,539 | 1,539 | 1,884 | 1,884 | ||||||||||||
Federal
Home Loan Bank stock
|
4,049 | 4,049 | 4,170 | 4,170 | ||||||||||||
Accrued
interest receivable
|
2,430 | 2,430 | 2,392 | 2,392 | ||||||||||||
Financial
liabilities:
|
||||||||||||||||
Deposits
|
374,024 | 379,855 | 366,161 | 371,869 | ||||||||||||
Short-term
repurchase agreements
|
1,314 | 1,314 | 1,312 | 1,312 | ||||||||||||
Long-term
repurchase agreements
|
15,402 | 15,468 | 15,509 | 15,602 | ||||||||||||
Borrowings
from Federal Home
|
||||||||||||||||
Loan
Bank
|
67,784 | 68,616 | 67,159 | 68,531 | ||||||||||||
Accrued
interest payable
|
415 | 415 | 427 | 427 | ||||||||||||
Advance
payments by borrowers
|
||||||||||||||||
for
taxes and insurance
|
148 | 160 | 252 | 273 | ||||||||||||
Derivative
financial instruments
|
||||||||||||||||
included
in other assets:
|
||||||||||||||||
Interest
rate cap
|
123 | 123 | 77 | 77 | ||||||||||||
Off-balance-sheet
financial instruments:
|
||||||||||||||||
Asset
related to commitments
|
||||||||||||||||
to
extend credit
|
- | 323 | - | 265 |
The
carrying amounts in the preceding table are included in the consolidated balance
sheets under the applicable captions. The following methods and
assumptions were used to estimate the fair value of each class of financial
instrument for which it is practicable to estimate that value:
-21-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Cash
and Cash Equivalents
For cash
and short-term instruments, including cash and due from banks and
interest-bearing deposits with banks, the carrying amount is a reasonable
estimate of fair value.
Debt
and Equity Securities
For
marketable equity securities, the fair values are based on quoted market
prices. For debt securities, the Company obtains fair value
measurements from an independent pricing service and the fair value measurements
consider observable data that may include dealer quotes, market spreads, cash
flows, U.S. government and agency yield curves, live trading levels, trade
execution data, market consensus prepayment speeds, credit information, and the
security’s terms and conditions, among other factors. For Federal
Home Loan Bank (FHLB) stock, a restricted equity security, the
carrying amount is a reasonable estimate of fair value because it is not
marketable.
Loans
The fair
value of loans is estimated by discounting the future cash flows using the
current rates at which similar loans would be made to borrowers with similar
credit ratings and terms. The carrying amount of accrued interest
receivable approximates its fair value.
Deposits
The fair
value of demand and savings deposits and other transaction accounts is the
amount payable on demand at the balance sheet date. The fair value of
fixed-maturity time deposits is estimated by discounting the future cash flows
using the rates currently offered for deposits with similar remaining
maturities. The carrying amount of accrued interest payable
approximates its fair value.
Borrowed
Funds
Borrowed
funds include repurchase agreements and borrowings from the
FHLB. Fair value for advances and long-term repurchase agreements is
estimated by discounting the future cash flows at current interest rates for
advances of similar maturities. For short-term repurchase agreements
and FHLB line of credit borrowings, the carrying value is a reasonable estimate
of fair value.
Derivative
Financial Instruments
For
derivative financial instruments, the fair values generally represent an
estimate of the amount the Company would receive or pay upon termination of the
agreement at the reporting date, taking into account the current interest rates,
and exclusive of any accrued interest.
Off-Balance-Sheet
Financial Instruments
Commitments
to extend credit were evaluated and fair value was estimated using the fees
currently charged to enter into similar agreements, taking into account the
remaining terms of the agreements and the present creditworthiness of the
counterparties. For fixed-rate loan commitments, the fair value
estimate considers the difference between current interest rates and the
committed rates.
-22-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
8. Defined
Benefit Plan
The Bank
sponsored a defined benefit pension plan (“Plan”) that covered substantially all
employees. Contributions were intended to provide not only for
benefits attributed to service to date but also for those expected to be earned
in the future. The Bank’s funding policy was to contribute the larger
of the amount required to fully fund the Plan’s current liability or the amount
necessary to meet the funding requirements as defined by the Internal Revenue
Code.
Effective
June 30, 2008, the Bank curtailed the accrual of benefits for active
participants in the defined benefit pension plan. As a
result of the curtailment, each active participant’s pension benefit was
determined based on the participant’s compensation and duration of employment as
of June 30, 2008, and compensation and employment after that date was not taken
into account in determining pension benefits under the plan. In April
2010, the Bank received approval from the Internal Revenue Service to terminate
the plan. The termination of the plan and the settlement of the plan
obligations resulted in the allocation of excess plan assets to the active plan
participants in April 2010. The breakdown of net periodic benefit
expense for the three months ended December 31, 2009 follows. No net
periodic benefit expense was recognized for the three months ended December 31,
2010.
(In thousands)
|
||||
Net
periodic benefit expense:
|
||||
Service
cost
|
$ | - | ||
Interest
cost on projected benefit obligation
|
74 | |||
Expected
return on plan assets
|
(35 | ) | ||
Amortization
of unrecognized gain
|
- | |||
Net
loss on settlement
|
(1 | ) | ||
Net
periodic benefit expense
|
$ | 38 |
The Bank
made no contributions to the Plan for the three-month periods ended December 31,
2010 and 2009.
-23-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
9. Employee
Stock Ownership Plan
On
October 6, 2008, the Company established a leveraged employee stock ownership
plan (ESOP) covering substantially all employees. The ESOP trust
acquired 203,363 shares of Company common stock at a cost of $10.00 per share
financed by a term loan with the Company. The employer loan and the
related interest income are not recognized in the consolidated financial
statements as the debt is serviced from Company
contributions. Dividends payable on allocated shares are charged to
retained earnings and are satisfied by the allocation of cash dividends to
participant accounts. Dividends payable on unallocated shares are not
considered dividends for financial reporting purposes. Shares held by
the ESOP trust are allocated to participant accounts based on the ratio of the
current year principal and interest payments to the total of the current year
and future years’ principal and interest to be paid on the employer
loan. Compensation expense is recognized based on the average fair
value of shares released for allocation to participant accounts during the year
with a corresponding credit to stockholders’ equity. Compensation
expense recognized for the three-month periods ended December 31, 2010 and 2009
amounted to $67,000 and $189,000, respectively. Company common stock
held by the ESOP trust at December 31, 2010 was as follows:
Allocated
shares
|
58,137 | |||
Unearned
shares
|
145,226 | |||
Total
ESOP shares
|
203,363 | |||
Fair
value of unearned shares
|
$ | 2,149,345 |
10.
|
Stock
Based Compensation Plans
|
In
December 2009, the Company adopted the 2010 Equity Incentive Plan (Plan), which
the Company’s shareholders approved in February 2010. The Plan
provides for the award of stock options, restricted shares and performance
shares. The aggregate number of shares of the Company’s common stock
available for issuance under the Plan may not exceed 355,885 shares. The
Company may grant both non-statutory and statutory (i.e., incentive) stock
options that may not have a term exceeding ten years. An award of a
performance share is a grant of a right to receive shares of the Company’s
common stock contingent upon the achievement of specific performance criteria or
other objectives set at the grant date. Awards granted under the Plan may
be granted either alone, in addition to, or in tandem with any other award
granted under the Plan. The terms of the Plan include a provision whereby
all unearned options and shares become immediately exercisable and fully vested
upon a change in control.
-24-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In April
2010, the Company funded a trust, administered by an independent trustee, which
acquired 101,681 common shares in the open market at a price per share of $13.60
for a total cost of $1.4 million. These acquired common shares were
granted to directors, officers and key employees in the form of restricted
stock in May 2010 at a price per share of $13.25 for a total of $1.3
million. The difference between the purchase price and grant price of
the common shares issued as restricted stock, totaling $41,000, was recognized
by the Company as a reduction of additional paid in capital. The
vesting period of the restricted stock is five years beginning one year after
the date of grant of the awards. Compensation expense is measured
based on the fair market value of the restricted stock at the grant date and is
recognized ratably over the period during which the shares are earned (the
vesting period). Compensation expense related to restricted stock
recognized for the three-month period ended December 31, 2010 amounted to
$65,000. No compensation expense for restricted stock was recognized
for the comparable period in 2009. A summary of the Company’s
nonvested restricted shares is as follows:
Weighted
|
||||||||
Number
|
Average
|
|||||||
of
|
Grant Date
|
|||||||
Shares
|
Fair Value
|
|||||||
Nonvested
at October 1, 2010
|
98,092 | $ | 13.25 | |||||
Granted
|
- | - | ||||||
Vested
|
- | - | ||||||
Forfeited
|
- | - | ||||||
Nonvested
at December 31, 2010
|
98,092 | $ | 13.25 |
In May
2010, the Company awarded 177,549 incentive and 76,655 non-statutory stock
options to directors, officers and key employees. The options granted
vest ratably over five years and are exercisable in whole or in part for a
period up to ten years from the date of the grant. Compensation
expense is measured based on the fair market value of the options at the grant
date and is recognized ratably over the period during which the shares are
earned (the vesting period). The weighted average fair value at the grant date
for options granted in 2010 was $3.09, as determined at the date of grant using
the Binomial option pricing model.
-25-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
A summary
of stock option activity under the plan as of December 31, 2010, and changes
during the three-month period then ended is presented below.
Weighted
|
||||||||||||||||
Weighted
|
Average
|
|
||||||||||||||
Number
|
Average
|
Remaining
|
Aggregate
|
|||||||||||||
of
|
Exercise
|
Contractual
|
Intrinsic
|
|||||||||||||
Shares
|
Price
|
Term
|
Value
|
|||||||||||||
(Dollars
in thousands, except per share data)
|
||||||||||||||||
Outstanding
at October 1, 2010
|
254,204 | $ | 13.25 | |||||||||||||
Granted
|
- | - | ||||||||||||||
Exercised
|
- | - | ||||||||||||||
Forfeited
or expired
|
- | - | ||||||||||||||
Outstanding
at end of year
|
254,204 | $ | 13.25 | 9.4 | $ | 394 | ||||||||||
Exercisable
at December 31, 2010
|
8,972 | $ | 13.25 | 0.6 | $ | 14 |
The
Company recognized compensation expense related to stock options of $64,000 for
the three-month period ended December 31, 2010. No compensation
expense related to stock options was recognized for the comparable period in
2009. At December 31, 2010, there was $663,000 of unrecognized
compensation expense related to nonvested stock options, which will be
recognized over the remaining vesting period.
11.
|
Income
Taxes
|
Prior to
October 1, 1996, the Bank was permitted by the Internal Revenue Code to deduct
from taxable income an annual addition to a statutory bad debt reserve subject
to certain limitations. Retained earnings at December 31, 2010 and
September 30, 2010 include $4.6 million of cumulative deductions for which no
deferred federal income tax liability has been recorded. Reduction of
these reserves for purposes other than tax bad debt losses or adjustments
arising from carryback of net operating losses would create income for tax
purposes subject to the then current corporate income tax rate. The
unrecorded deferred liability on these amounts was approximately $1.5 million at
December 31, 2010 and September 30, 2010.
Federal
legislation enacted in 1996 repealed the use of the qualified thrift reserve
method of accounting for bad debts for tax years beginning after December 31,
1995. As a result, the Bank discontinued the calculation of the
annual addition to the statutory bad debt reserve using the
percentage-of-taxable-income method and adopted the experience reserve method
for banks. Under this method, the Bank computes its federal tax bad
debt deduction based on actual loss experience over a period of
years. The legislation also provided that the Bank will not be
required to recapture its pre-1988 statutory bad debt reserves if it ceases to
meet the qualifying thrift definitional tests and if the Bank continues to
qualify as a “bank” under existing provisions of the Internal Revenue
Code.
-26-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Recapture
of the Bank’s tax bad debt reserves is triggered if the Bank meets the
definition of a “large bank” as defined in the Internal Revenue
Code. Under the Internal Revenue Code, if a bank’s average adjusted
assets exceeds $500 million for any tax year it is considered a “large bank” and
must utilize the specific charge-off method to compute bad debt deductions. This
would result in the recapture of the Bank’s tax bad debt reserve described above
for tax purposes over one or more years. Management anticipates that the Bank
will exceed $500 million in average adjusted assets for the tax year ending
September 30, 2011, which will result in a charge against earnings of
approximately $1.5 million, representing the unrecognized federal income tax
liability, in the fourth quarter of the fiscal year.
12.
|
Recent
Accounting Pronouncements
|
The
following are summaries of recently issued accounting pronouncements that impact
the accounting and reporting practices of the Company:
In June
2009, the FASB issued two standards which change the way entities account for
securitizations and special-purpose entities: Statement of Financial
Accounting Standards (SFAS) No. 166, Accounting for Transfers of
Financial Assets, (ASC Topic 860) and SFAS No. 167, Amendments to FASB Interpretation
No. 46(R), (ASC Topic 810). SFAS No. 166 is
a revision to SFAS No. 140, Accounting for Transfers and
Servicing of Financial Assets and Extinguishments of Liabilities, and
requires more information about transfers of financial assets, including
securitization transactions, and where entities have continuing exposure to the
risks related to transferred financial assets. This statement eliminates the
concept of a “qualifying special-purpose entity,” changes the requirements for
derecognizing financial assets, and requires additional
disclosures. SFAS No. 167 is a revision to FASB Interpretation No. 46
(Revised December 2003), Consolidation of Variable Interest
Entities, and changes how a reporting entity determines when an entity
that is insufficiently capitalized or is not controlled through voting (or
similar rights) should be consolidated. The determination of whether
a reporting entity is required to consolidate another entity is based on, among
other things, the other entity’s purpose and design and the reporting entity’s
ability to direct the activities of the other entity that most significantly
impact the other entity’s economic performance. These new standards
require a number of new disclosures. SFAS No. 167 requires a
reporting entity to provide additional disclosures about its involvement with
variable interest entities and any significant changes in risk exposure due to
that involvement. A reporting entity will be required to disclose how
its involvement with a variable interest entity affects the reporting entity’s
financial statements. SFAS No. 166 enhances information reported to
users of financial statements by providing greater transparency about transfers
of financial assets and an entity’s continuing involvement in transferred
financial assets. These statements are effective at the beginning of
a reporting entity’s first fiscal year beginning after November 15,
2009. Early application is not permitted. The adoption of
these statements did not have a material effect on the Company's consolidated
financial position or results of operations.
-27-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In
January 2010, the FASB issued Accounting Standards Update (ASU) No.
2010-06, Improving Disclosures
about Fair Value Measurements. This ASU amends ASC Topic 820 to provide
users of financial statements with additional information regarding fair
value. New disclosures required by the ASU include disclosures of
significant transfers between Level 1 and Level 2 and the reasons for such
transfers, disclosure of the reasons for transfers in or out of Level 3 and that
significant transfers into Level 3 be disclosed separately from significant
transfers out of Level 3, and disclosure of the valuation techniques used in
connection with Level 2 and Level 3 valuations and the reason for any changes in
valuation methods. This ASU will generally be effective for interim
and annual periods beginning after December 15, 2009. However,
disclosures of purchases, sales, issuances, and settlements in the roll forward
activity in Level 3 fair value measurements will be effective for fiscal years
beginning after December 15, 2010, and for interim periods within those fiscal
years. As this ASU applies only to disclosures, the adoption of this
ASU had no impact on the Company’s consolidated financial position or results of
operations.
In July
2010, the FASB issued ASU No. 2010-20, Disclosures about the Credit Quality
of Financing Receivables and the Allowance for Credit
Losses. The guidance requires additional disclosure to
facilitate financial statement users’ evaluation of the following: (1) the
nature of credit risk inherent in the entity’s loan portfolio, (2) how that risk
is analyzed and assessed in arriving at the allowance for loan losses, and (3)
the changes and reasons for those changes in the allowance for loan
losses. For public companies, increased disclosures as of the end of
a reporting period are effective for periods ending on or after December 15,
2010. Increased disclosures about activity that occurs during a
reporting period are effective for interim and annual reporting periods
beginning on or after December 15, 2010. ASU No. 2011-01 issued in
January 2011 delayed the effective date of the disclosures about troubled debt
restructurings required by ASU No. 2010-20 for public companies, so that the new
disclosures about troubled debt restructurings could be coordinated with
additional guidance for determining what constitutes a troubled debt
restructuring expected to be issued in 2011. As this ASU applies only
to disclosures, the adoption of this ASU had no impact on the Company’s
consolidated financial position or results of operations.
In
December 2010, the FASB issued ASU No. 2010-28, When to Perform Step 2 of the
Goodwill Impairment Test for Reporting Units with Zero Carrying Amounts,
which amended ASC Topic 350, Intangibles-Goodwill and
Other. The guidance modifies the goodwill impairment test for
reporting units with zero or negative carrying amounts. For those
reporting units, an entity is required to perform Step 2 of the goodwill
impairment test if it is more likely than not that a goodwill impairment
exists. For public companies, this amendment is effective for fiscal
years, and interim periods within those fiscal years, beginning after December
15, 2010. The adoption of this ASU is not expected to have any impact
on the Company’s consolidated financial position or results of
operations.
-28-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In
December 2010, the FASB issued ASU No. 2010-29, Business Combinations (Topic 805),
Disclosure of Supplementary Pro Forma Information for Business
Combinations. The guidance specifies that if a public entity
presents comparative financial statements, the entity should disclose revenue
and earnings of the combined entity as though the business combination(s) that
occurred during the current year had occurred as of the beginning of the
comparable prior annual reporting period only. The guidance also
expands the supplemental pro forma disclosures under Topic 805 to include a
description of the nature and amount of material, nonrecurring pro forma
adjustments directly attributable to the business combination included in the
reported pro forma revenue and earnings. This amendment is effective
prospectively for business combinations for which the acquisition date is on or
after the beginning of the first annual reporting period beginning on or after
December 15, 2010. Early adoption is permitted. As this
ASU only applies to disclosures, the adoption of this ASU is not expected
to have any impact on the Company’s consolidated financial position or results
of operations.
-29-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I - ITEM 2
MANAGEMENT’S
DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
Safe
Harbor Statement for Forward-Looking Statements
This
report may contain forward-looking statements within the meaning of the federal
securities laws. These statements are not historical facts; rather
they are statements based on the Company’s current expectations regarding its
business strategies and their intended results and its future
performance. Forward-looking statements are preceded by terms such as
“expects,” “believes,” “anticipates,” “intends” and similar
expressions.
Forward-looking
statements are not guarantees of future performance. Numerous risks
and uncertainties could cause or contribute to the Company's actual results,
performance and achievements being materially different from those expressed or
implied by the forward-looking statements. Factors that may cause or
contribute to these differences include, without limitation, general economic
conditions, including changes in market interest rates and changes in monetary
and fiscal policies of the federal government; legislative and regulatory
changes; the quality and composition of the loan and investment securities
portfolio; loan demand; deposit flows; competition; the ability to successfully
integrate the operations of Community First; and changes in accounting
principles and guidelines. Additional factors that may affect our
results are discussed herein and in our Annual Report on Form 10-K for the year
ended September 30, 2010 under “Part II, Item 1A. Risk
Factors.” These factors should be considered in evaluating the
forward-looking statements and undue reliance should not be placed on such
statements. Except as required by applicable law or regulation, the
Company assumes no obligation and disclaims any obligation to update any
forward-looking statements.
Critical
Accounting Policies
During
the three-month period ended December 31, 2010, there was no significant change
in the Company's critical accounting policies or the application of critical
accounting policies as disclosed in the Company's Annual Report on Form 10-K for
the year ended September 30, 2010.
Comparison
of Financial Condition at December 31, 2010 and September 30, 2010
Cash and Cash
Equivalents. Cash and cash equivalents increased from $11.3
million at September 30, 2010 to $11.5 million at December 31, 2010, primarily
due to an increase of $2.0 million in interest-bearing deposits with banks,
which more than offset a decrease of $1.8 million in cash and due from
banks.
Loans. Net
loans receivable decreased $4.5 million, from $343.6 million at September 30,
2010 to $339.1 million at December 31, 2010, primarily due to decreases in
residential permanent and construction loans of $4.4 million, consumer loans of
$1.6 million and multi-family residential mortgage loans of $880,000, which more
than offset an increase in nonresidential permanent loans of $2.7 million. The
decrease in residential mortgage loans is primarily due to loan payoffs that
have not been replaced by new originations as the Bank has increased its
secondary market mortgage loan sales activity. In addition, the Bank has
increased its commercial lending personnel and has continued to emphasize the
origination of commercial loans in fiscal 2011 in order to further diversify the
loan portfolio.
-30-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I - ITEM 2
MANAGEMENT’S
DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
Securities
Available for Sale. Securities available for sale increased
$10.1 million from $110.0 million at September 30, 2010 to $120.1 million at
December 31, 2010 due primarily to purchases of $20.8 million, partially offset
by sales of $3.9 million, maturities and calls of $619,000 and principal
repayments of $4.0 million. The increase in securities available for sale,
primarily in U.S. government agency and sponsored enterprises securities and
municipal securities, was primarily funded by an increase in
deposits.
Securities Held
to Maturity. Investment securities held-to-maturity decreased
$343,000 from $3.9 million at September 30, 2010 to $3.6 million at December 31,
2010 due primarily to principal repayments on mortgage-backed
securities.
Deposits. Total
deposits increased $7.8 million from $366.2 million at September 30, 2010 to
$374.0 million at December 31, 2010 primarily due to increases in
noninterest-bearing demand deposit accounts of $2.0 million and certificates of
deposit of $7.1 million during the period. The increase in certificates of
deposit is due primarily to $6.9 million of brokered certificates of
deposit. Management determined that utilizing a certain level of
brokered deposits with differing maturities as a funding source alternative to
local customer certificates of deposit and FHLB advances was advantageous given
the lower interest rate environment for brokered funds.
Borrowings. Borrowings
from FHLB increased $625,000 from $67.2 million at September 30, 2010 to $67.8
million at December 31, 2010. Management has increased the level of
FHLB advances to take advantage of historically low interest rates, provide
short-term liquidity and provide funding for purchases of available for sale
securities.
Stockholders’
Equity. Stockholders’ equity decreased $1.0 million from $55.2 million at
September 30, 2010 to $54.2 million at December 31, 2010. The
decrease was due primarily to a $1.6 million decrease in accumulated other
comprehensive income as a result of net unrealized losses on available for sale
securities during the quarter, and the open market repurchase of $665,000 of
common stock recorded as treasury stock, which more than offset $1.1 million of
retained net earnings. During the quarter ended December 31, 2009, the Company
declared a special dividend of $0.08 per share, totaling $193,000, which was
paid to shareholders of record as of the close of business on January 4,
2010.
-31-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I - ITEM 2
MANAGEMENT’S
DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
Results
of Operations for the Three Months Ended December 31, 2010 and 2009
Overview. The
Company reported net income of $1.1 million, or $0.50 per diluted share, for the
three-month period ended December 31, 2010, compared to net income of $892,000,
or $0.38 per diluted share, for the same period in 2009. The Company
recognized a nonrecurring pretax charge of $104,000 for severance compensation
for the early retirement of several officers during the quarter ended December
31, 2010.
Net Interest
Income. Net interest income increased $149,000, or 3.0%, for
the three months ended December 31, 2010 compared to the same period in 2009.
Average interest-earnings assets increased $16.9 million and average
interest-bearing liabilities increased $16.3 million when comparing the two
periods, and the tax-equivalent interest rate spread was 4.38% for both
periods.
Total interest income decreased
$95,000, or 1.4%, when comparing the two periods due primarily to a decrease in
the average tax-equivalent yield on interest-earning assets from 6.04% for 2009
to 5.75% for 2010, which more than offset an increase in the average balance of
interest-earning assets of $16.9 million from $442.9 million in 2009 to $459.8
million in 2010. The average balance of investment securities increased $30.7
million while the average balance of loans decreased $14.1 million when
comparing the two periods.
Total
interest expense decreased $244,000, or 14.6%, due primarily to a decrease in
the average cost of interest-bearing liabilities from 1.66% in 2009 to 1.37% in
2010, which more than offset an increase in the average balance of
interest-bearing liabilities of $16.3 million from $400.9 million in 2009 to
$417.2 million in 2010. The average cost of interest-bearing liabilities
decreased for 2010 primarily as a result of lower market interest rates as
compared to 2009, the repricing of certificates of deposit at lower market
interest rates as they matured and the utilization of lower-cost FHLB advances
and brokered deposits as alternative sources of funding. The average balances of
deposits and borrowings increased $11.9 million and $4.4 million, respectively,
when comparing the two periods.
-32-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I - ITEM 2
MANAGEMENT’S
DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
Average Balance
Sheets. The following table presents information regarding
average balances of assets and liabilities, the total dollar amounts of interest
income and dividends from average interest-earning assets, the total dollar
amounts of interest expense on average interest-bearing liabilities, and the
resulting annualized average yields and costs. The yields and costs
for the periods indicated are derived by dividing income or expense by the
average balances of assets or liabilities, respectively, for the periods
presented. Nonaccrual loans are included in average balances
only. Loan fees are included in interest income on loans and are not
material. Tax exempt income on loans and investment securities has
been calculated on a tax equivalent basis using a federal marginal tax rate of
34%.
Three Months Ended December 31,
|
||||||||||||||||||||||||
2010
|
2009
|
|||||||||||||||||||||||
Average
Balance
|
Interest
and
Dividends
|
Yield/
Cost
|
Average
Balance
|
Interest
and
Dividends
|
Yield/
Cost
|
|||||||||||||||||||
(Dollars in thousands)
|
||||||||||||||||||||||||
Assets:
|
||||||||||||||||||||||||
Interest-bearing
deposits with banks
|
$ | 3,986 | $ | 3 | 0.30 | % | $ | 3,677 | $ | 6 | 0.65 | % | ||||||||||||
Loans
|
343,129 | 5,273 | 6.15 | 357,232 | 5,687 | 6.37 | ||||||||||||||||||
Investment
securities
|
92,094 | 1,215 | 5.28 | 38,265 | 696 | 7.28 | ||||||||||||||||||
Mortgage-backed
securities
|
16,486 | 87 | 2.11 | 39,578 | 280 | 2.83 | ||||||||||||||||||
Federal
Home Loan Bank stock
|
4,112 | 28 | 2.72 | 4,170 | 17 | 1.63 | ||||||||||||||||||
Total
interest-earning assets
|
459,807 | 6,606 | 5.75 | 442,922 | 6,686 | 6.04 | ||||||||||||||||||
Non-interest-earning
assets
|
45,037 | 40,834 | ||||||||||||||||||||||
Total
assets
|
$ | 504,844 | $ | 483,756 | ||||||||||||||||||||
Liabilities
and equity:
|
||||||||||||||||||||||||
NOW
accounts
|
$ | 68,184 | $ | 94 | 0.55 | $ | 58,683 | $ | 98 | 0.67 | ||||||||||||||
Money
market deposit accounts
|
35,107 | 66 | 0.75 | 33,364 | 99 | 1.19 | ||||||||||||||||||
Savings
accounts
|
38,420 | 28 | 0.29 | 35,961 | 31 | 0.34 | ||||||||||||||||||
Time
deposits
|
198,524 | 873 | 1.76 | 200,286 | 1,118 | 2.23 | ||||||||||||||||||
Total
interest-bearing deposits
|
340,235 | 1,061 | 1.25 | 328,294 | 1,346 | 1.64 | ||||||||||||||||||
Borrowings
(1)
|
76,961 | 363 | 1.89 | 72,585 | 321 | 1.77 | ||||||||||||||||||
Total
interest-bearing liabilities
|
417,196 | 1,424 | 1.37 | 400,879 | 1,667 | 1.66 | ||||||||||||||||||
Non-interest-bearing
deposits
|
29,417 | 27,757 | ||||||||||||||||||||||
Other
non-interest-bearing liabilities
|
2,870 | 2,190 | ||||||||||||||||||||||
Total
liabilities
|
449,483 | 430,826 | ||||||||||||||||||||||
Total
equity
|
55,361 | 52,930 | ||||||||||||||||||||||
Total
liabilities and equity
|
$ | 504,844 | $ | 483,756 | ||||||||||||||||||||
Net
interest income
|
$ | 5,182 | $ | 5,019 | ||||||||||||||||||||
Interest
rate spread
|
4.38 | % | 4.38 | % | ||||||||||||||||||||
Net
interest margin
|
4.51 | % | 4.53 | % | ||||||||||||||||||||
Average
interest-earning assets to average interest-bearing
liabilities
|
110.21 | % | 110.49 | % |
(1) Includes Federal Home Loan Bank borrowings and repurchase agreements.
-33-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I - ITEM 2
MANAGEMENT’S
DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
Rate/Volume
Analysis. The following table sets forth the effects of
changing rates and volumes on our net interest income. The rate
column shows the effects attributable to changes in rate (changes in rate
multiplied by prior volume). The volume column shows the effects
attributable to changes in volume (changes in volume multiplied by prior
rate). The net column represents the sum of the prior
columns. Changes attributable to changes in both rate and volume have
been allocated proportionally based on the absolute dollar amounts of change in
each.
Three Months Ended December 31, 2010
Compared to
Three Months Ended December 31, 2009
|
||||||||||||
Increase (Decrease)
Due to
|
||||||||||||
|
Volume
|
Rate
|
Net
|
|||||||||
(In thousands)
|
||||||||||||
Interest
income:
|
||||||||||||
Interest-bearing
deposits with banks
|
$ | (4 | ) | $ | 1 | $ | (3 | ) | ||||
Loans
|
(193 | ) | (221 | ) | (414 | ) | ||||||
Investment
securities
|
(126 | ) | 645 | 519 | ||||||||
Mortgage-backed
securities
|
(59 | ) | (134 | ) | (193 | ) | ||||||
Other
interest-earning assets
|
11 | - | 11 | |||||||||
Total
interest-earning assets
|
(371 | ) | 291 | (80 | ) | |||||||
Interest
expense:
|
||||||||||||
Deposits
|
(337 | ) | 52 | (285 | ) | |||||||
Borrowings
(1)
|
22 | 20 | 42 | |||||||||
Total
interest-bearing liabilities
|
(315 | ) | 72 | (243 | ) | |||||||
Net
increase in net interest income
|
$ | (56 | ) | $ | 219 | $ | 163 |
(1) Includes
Federal Home Loan Bank borrowings and repurchase agreements.
Provision for
Loan Losses. The provision for loan losses was $352,000 for
the three months ended December 31, 2010 compared to $358,000 for the same
period in 2009.
Net
charge-offs were $204,000 for the three months ended December 31, 2010 compared
to net charge-offs of $120,000 for the same period in 2009.
Nonperforming
loans decreased from $6.1 million at December 31, 2009 to $5.6 million at
December 31, 2010. The recorded investment in nonperforming loans at December
31, 2010 includes nonaccrual loans of $4.8 million and loans totaling $881,000
that are over 90 days past due, but still accruing interest. These loans are
still accruing interest because the estimated value of the collateral and
collection efforts are deemed sufficient to ensure their full
recovery.
-34-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I - ITEM 2
MANAGEMENT’S
DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
Gross
loans receivable decreased $15.6 million from $359.4 million at December 31,
2009 to $343.8 million at December 31, 2010, primarily due to decreases in
residential permanent and construction loans of $15.1 million, land and land
development loans of $2.7 million, commercial business loans of $6.6 million and
consumer loans of $6.7 million, which more than offset increases in
nonresidential permanent and construction loans of $9.6 million and multi-family
residential mortgage loans of $5.8 million when comparing the two periods. The
decreases in residential mortgage loans, commercial business loans and consumer
loans are primarily due to loan payoffs that have not been replaced by new
originations.
The
allowance for loan losses was $4.0 million at December 31, 2010 compared to $3.8
million at September 30, 2010 and $3.9 million at December 31,
2009. Management has deemed these amounts as adequate on those dates
based on its best estimate of probable known and inherent loan
losses. The consistent application of management’s allowance for loan
losses methodology resulted in an increase in the level of the allowance for
loan losses consistent with changes in the loan portfolio and overall economic
conditions.
Noninterest
Income. Noninterest income
increased $129,000 for the three months ended December 31, 2010 as compared to
the same period in 2009. The increase was due primarily to an increase in the
net gains on sales of mortgage loans of $97,000 for 2010 compared to 2009, and
gains on the sales of securities available for sale of $68,000 for 2010. There
were no sales of securities available for sale in the quarter ended December 31,
2009. These increases more than offset a decrease in service charges on deposit
accounts of $50,000, which was due primarily to a decrease in overdraft fee
income.
Noninterest
Expense. Noninterest expenses increased $73,000 for the three
months ended December 31, 2010 as compared to the same period in 2009. The
increase was due primarily to increases in compensation and benefits and data
processing expenses of $78,000 and $49,000, respectively, which more than offset
a decrease in occupancy and equipment expense of $87,000. The
increase in compensation and benefits was due primarily to the aforementioned
$104,000 of severance compensation for the early retirement of several officers
recorded during the quarter ended December 31, 2010 and the increase in data
processing expense is due primarily to an increase in deposit accounts. The
decrease in occupancy and equipment expense when comparing the two periods is
primarily due to depreciation expense recorded in 2009 on core operating system
assets that were disposed of in connection with Bank’s core processing
conversion during the prior fiscal year.
Income Tax
Expense. The Company recognized income tax expense of $457,000
for the three months ended December 31, 2010, for an effective tax rate of
29.7%, compared to income tax expense of $438,000, for an effective tax rate of
32.9%, for the same period in 2009. The effective tax rate decreased
for 2010 compared to 2009 primarily due to an increase in tax exempt income for
the 2010 period.
-35-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I - ITEM 2
MANAGEMENT’S
DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
Liquidity
and Capital Resources
Liquidity
Management. Liquidity
is the ability to meet current and future financial obligations of a short-term
nature. The Bank’s primary sources of funds are customer deposits,
proceeds from loan repayments, maturing securities and FHLB
advances. While loan repayments and maturities are a predictable
source of funds, deposit flows and mortgage prepayments are greatly influenced
by market interest rates, general economic conditions and
competition. At December 31, 2010, the Bank had cash and cash
equivalents of $11.5 million and securities available-for-sale with a fair value
of $120.1 million. If the Bank requires funds beyond its ability to
generate them internally, it has additional borrowing capacity with the FHLB,
borrowing capacity on a federal funds purchased line of credit facility with
another financial institution and additional collateral eligible for repurchase
agreements.
The
Bank’s primary investing activity is the origination of one-to-four family
mortgage loans and, to a lesser extent, consumer, multi-family, commercial real
estate, commercial business and residential construction loans. The
Bank also invests in U.S. government agency and sponsored enterprises
securities, mortgage backed securities and collateralized mortgage obligations
issued by U.S. government agencies and sponsored enterprises, and municipal
bonds.
The Bank
must maintain an adequate level of liquidity to ensure the availability of
sufficient funds to support loan growth and deposit withdrawals, to satisfy
financial commitments and to take advantage of investment
opportunities. Historically, the Bank has been able to retain a
significant amount of its deposits as they mature.
The
Company is a separate legal entity from the Bank and must provide for its own
liquidity to pay its operating expenses and other financial obligations, to pay
any dividends and to repurchase any of its outstanding common
stock. The Company’s primary source of income is dividends received
from the Bank. The amount of dividends that the Bank may declare and
pay to the Company in any calendar year, without the receipt of prior approval
from the Office of Thrift Supervision (“OTS”) but with prior notice to OTS,
cannot exceed net income for that year to date plus retained net income (as
defined) for the preceding two calendar years. At December 31, 2010,
the Company had liquid assets of $2.9 million.
Capital
Management. The Bank is required to maintain specific amounts
of capital pursuant to OTS regulatory requirements. As of December
31, 2010, the Bank was in compliance with all regulatory capital requirements
that were effective as of such date, with tangible, core and risk-based capital
ratios of 7.97%, 7.97% and 12.80%, respectively. The regulatory
requirements at that date were 1.5%, 3.0% and 8.0%, respectively. At
December 31, 2010, the Bank was considered “well-capitalized” under applicable
regulatory guidelines.
-36-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I - ITEM 2
MANAGEMENT’S
DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
Off-Balance
Sheet Arrangements
In the
normal course of operations, the Company engages in a variety of financial
transactions that, in accordance with GAAP, are not recorded on the Company's
financial statements. These transactions involve, to varying degrees,
elements of credit, interest rate and liquidity risk. Such
transactions are primarily used to manage customers’ requests for funding and
take the form of loan commitments and letters of credit. A further
presentation of the Company’s off-balance sheet arrangements is presented in the
Company’s Annual Report on Form 10-K for the year ended September 30,
2010.
For the
three months ended December 31, 2010, the Company did not engage in any
off-balance sheet transactions reasonably likely to have a material effect on
the Company's financial condition, results of operations or cash
flows.
-37-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I – ITEM 3
QUANTITATIVE
AND QUALITATIVE DISCLOSURES
ABOUT
MARKET RISK
Qualitative Aspects of Market
Risk. The Bank’s principal financial objective is to achieve
long-term profitability while reducing its exposure to fluctuating market
interest rates. The Bank has sought to reduce the exposure of its earnings to
changes in market interest rates by attempting to manage the mismatch between
asset and liability maturities and interest rates. In order to reduce the
exposure to interest rate fluctuations, the Bank has developed strategies to
manage its liquidity, shorten its effective maturities of certain
interest-earning assets and decrease the interest rate sensitivity of its asset
base. Management has sought to decrease the average maturity of its assets by
emphasizing the origination of short-term residential mortgage, commercial
mortgage and commercial business loans, all of which are retained by the Bank
for its portfolio. The Bank relies on retail deposits as its primary source of
funds. Management believes the primary use of retail deposits, complimented with
a modest allocation of brokered deposits and FHLB borrowings, reduce the effects
of interest rate fluctuations because they generally represent a more stable
source of funds.
Quantitative Aspects of Market
Risk. The Bank does not maintain a trading account for any
class of financial instrument nor does the Bank engage in hedging activities or
purchase high-risk derivative instruments. Furthermore, the Bank is not subject
to foreign currency exchange rate risk or commodity price risk.
The Bank
uses interest rate sensitivity analysis to measure its interest rate risk by
computing changes in net portfolio value (“NPV”) of its cash flows from assets,
liabilities and off-balance sheet items in the event of a range of assumed
changes in market interest rates. NPV represents the market value of portfolio
equity and is equal to the market value of assets minus the market value of
liabilities, with adjustments made for off-balance sheet items. This analysis
assesses the risk of loss in market risk sensitive instruments in the event of a
sudden and sustained 100 to 300 basis point increase or a sudden and sustained
100 basis point decrease in market interest rates with no effect given to any
steps that management might take to counter the effect of that interest rate
movement. Using data compiled by the OTS, the Bank receives a report that
measures interest rate risk by modeling the change in NPV over a variety of
interest rate scenarios.
-38-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I – ITEM 3
QUANTITATIVE
AND QUALITATIVE DISCLOSURES
ABOUT
MARKET RISK
The
following table is provided by the OTS and sets forth the change in the Bank’s
NPV at September 30, 2010 based on OTS assumptions that would occur in the event
of an immediate change in interest rates, with no effect given to any steps that
management might take to counteract that change. Given the timing of the release
of this information by the OTS, information as of December 31, 2010 is
unavailable for inclusion in this report.
At September 30, 2010
|
||||||||||||||||||||
Net Portfolio Value
|
Net Portfolio Value as a
|
|||||||||||||||||||
Dollar
|
Dollar
|
Percent
|
Percent of Present Value of Assets
|
|||||||||||||||||
Change in Rates
|
Amount
|
Change
|
Change
|
NPV Ratio
|
Change
|
|||||||||||||||
(Dollars in thousands)
|
||||||||||||||||||||
300bp
|
$ | 42,325 | $ | (12,651 | ) | (23 | )% | 8.53 | % | (202 | )bp | |||||||||
200bp
|
49,009 | (5,967 | ) | (11 | ) | 9.67 | (88 | )bp | ||||||||||||
100bp
|
53,451 | (1,525 | ) | (3 | ) | 10.37 | (18 | )bp | ||||||||||||
Static
|
54,976 | - | - | 10.55 | - | bp | ||||||||||||||
(100)bp
|
55,515 | 539 | 1 | 10.57 | 2 | bp |
The
preceding table indicates that the Bank’s NPV would be expected to decrease in
the event of a sudden and sustained 100 to 300 basis point increase in
prevailing interest rates and increase slightly in the event of a sudden and
sustained decrease of 100 basis points in rates. The expected
decrease in the Bank’s NPV given a larger increase in rates is primarily
attributable to the relatively high percentage of fixed-rate loans in the Bank’s
loan portfolio. At December 31, 2010, approximately 66.4% of the loan portfolio
consisted of fixed-rate loans.
Certain
assumptions utilized by the OTS in assessing the interest rate risk of savings
associations within its region were utilized in preparing the preceding tables.
These assumptions relate to interest rates, loan prepayment rates, deposit decay
rates and the market values of certain assets under differing interest rate
scenarios, among others.
As with
any method of measuring interest rate risk, certain shortcomings are inherent in
the method of analysis presented in the foregoing table. For example, although
certain assets and liabilities may have similar maturities or periods to
repricing, they may react in different degrees to changes in market interest
rates. Also, the interest rates on certain types of assets and liabilities may
fluctuate in advance of changes in market interest rates, while interest rates
on other types may lag behind changes in market rates. Additionally, certain
assets, such as adjustable-rate mortgage loans, have features that restrict
changes in interest rates on a short-term basis and over the life of the asset.
Further, in the event of a change in interest rates, expected rates of
prepayments on loans and early withdrawals from certificates of deposit could
deviate significantly from those assumed in calculating the
table.
-39-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I - ITEM 4
CONTROLS
AND PROCEDURES
Controls
and Procedures
The
Company’s management, including the Company’s principal executive officer and
the Company’s principal financial officer, have evaluated the effectiveness of
the Company’s “disclosure controls and procedures,” as such term is defined in
Rule 13a-15(e) of the Securities Exchange Act of 1934, as
amended. Based on their evaluation, the principal executive officer
and the principal financial officer concluded that, as of the end of the period
covered by this report, the Company’s disclosure controls and procedures were
effective for the purpose of ensuring that information required to be disclosed
in reports that the Company files or submits under the Exchange Act with the SEC
(1) is recorded, processed, summarized, and reported within the time periods
specified in the SEC’s Rules and Forms and (2) is accumulated and communicated
to the Company’s management, including its principal executive and principal
financial officers, as appropriate to allow timely decisions regarding required
disclosure.
During
the quarter ended December 31, 2010, there were no changes in the Company's
internal control over financial reporting that materially affected, or are
reasonably likely to materially affect, the Company’s internal control over
financial reporting.
-40-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
II
OTHER
INFORMATION
Item
1. Legal
Proceedings
The
Company is not a party to any legal proceedings. Periodically, there
have been various claims and lawsuits involving the Bank, mainly as a plaintiff,
such as claims to enforce liens, condemnation proceedings on properties in which
the Bank holds security interests, claims involving the making and servicing of
real property loans and other issues incident to the Bank’s
business. The Bank is not a party to any pending legal proceedings
that it believes would have a material adverse affect on its financial condition
or operations.
Item
1A.
|
Risk
Factors
|
In
addition to the other information set forth in this report, you should carefully
consider the factors discussed in Part I, “Item 1A. Risk Factors” in our Annual
Report on Form 10-K for the year ended September 30, 2010 which could materially
affect our business, financial condition or future results. There have been no
material changes to the risk factors described in our Annual Report on Form
10-K, however, these are not the only risks that we face. Additional
risks and uncertainties not currently known to us or that we currently deem to
be immaterial also may materially adversely affect our business, financial
condition and/or operating results.
Item
2. Unregistered
Sales of Equity Securities and Use of Proceeds
The following
table presents information regardng the Company's stock repurchase during
the quarter ended December 31, 2010:
Period
|
(a)
Total number of
shares (or units) purchased |
(b)
Average price
paid per share
(or unit)
|
(c)
Total number of shares
(or units) purchased as part of publicly announced plans or programs (1) |
(d)
Maximum number (or
appropriate dollar value) of shares (or units) that may yet be purchased under the plans or programs |
||||||||||||
October
1, 2010 through October
31, 2010
|
— | — | — | 120,747 | ||||||||||||
November
1, 2010 through November
30, 2010
|
— | — | — | 120,747 | ||||||||||||
December
1, 2010 through December
31, 2010
|
45,995 | $ | 14.45 | 45,995 | 74,752 | |||||||||||
Total
|
45,995 | $ | 14.45 | 45,995 | 74,752 |
(1) On
October 20, 2010, the Company announced that its Board of Directors authorized a
stock repurchase program to acquire up to 120,747 shares, or 5.0% of the
Company’s outstanding common stock. Under the program, repurchases
are to be conducted through open market purchases or privately negotiated
transactions, and were to be made from time to time depending on market
conditions and other factors.
-41-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
II
OTHER
INFORMATION
Item
3. Defaults upon
Senior Securities
Not
applicable.
Item 4. Reserved
Item
5. Other
Information
None.
Item
6. Exhibits
|
31.1
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Executive
Officer
|
|
31.2
|
Rule
13a-14(a)/15d-14(a) Certification of Chief Financial
Officer
|
|
32.1
|
Section
1350 Certification of Chief Executive
Officer
|
32.2
|
Section
1350 Certification of Chief Financial
Officer
|
-42-
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.
FIRST SAVINGS FINANCIAL GROUP, INC. | |||
(Registrant) | |||
Dated February 14,
2011
|
BY:
|
/s/ Larry W.
Myers
|
|
Larry W. Myers
|
|||
President and Chief Executive Officer
|
|||
Dated February 14,
2011
|
BY:
|
/s/ Anthony A.
Schoen
|
|
Anthony A. Schoen
|
|||
Chief Financial
Officer
|
-43-