First Savings Financial Group, Inc. - Quarter Report: 2010 June (Form 10-Q)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
DC 20549
FORM
10-Q
(Mark
One)
x
|
QUARTERLY
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
|
For the
quarterly period ended June 30,
2010
OR
o
|
TRANSITION
REPORT PURSUANT TO SECTION 13 OR 15(d)
OF
THE SECURITIES EXCHANGE ACT OF 1934
|
For the
transition period from __________ to
__________
Commission
File 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
o
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 o No o
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check
one):
Large
Accelerated Filer o
|
Accelerated
Filer o
|
Non-accelerated
Filer o
|
Smaller
Reporting Company x
|
Indicate
by check mark whether the registrant is a shell company (as defined in Rule
12b-2 of the Exchange Act). Yes o No x
The
number of shares outstanding of the registrant’s common stock as of July 31,
2010 was 2,414,940.
FIRST
SAVINGS FINANCIAL GROUP, INC.
INDEX
Part I Financial Information |
Page
|
|||
Item
1. Financial Statements
|
||||
Consolidated
Balance Sheets as of June 30, 2010 and September 30, 2009
(unaudited)
|
3
|
|||
Consolidated
Statements of Income for the three months and nine months ended June 30,
2010 and 2009 (unaudited)
|
4
|
|||
Consolidated
Statements of Cash Flows for the nine months ended June 30, 2010 and 2009
(unaudited)
|
5
|
|||
Notes
to Consolidated Financial Statements (unaudited)
|
6-18
|
|||
Item
2. Management’s Discussion and Analysis of Financial Condition
and Results of Operations
|
19-26
|
|||
Item 3. Quantitative
and Qualitative Disclosures About Market Risk
|
27-28
|
|||
Item 4. Controls and
Procedures
|
29
|
|||
Part II Other Information | ||||
Item 1. Legal
Proceedings
|
30
|
|||
Item 1A. Risk
Factors
|
30
|
|||
Item 2. Unregistered
Sales of Equity Securities and Use of Proceeds
|
31
|
|||
Item 3. Defaults
Upon Senior Securities
|
31
|
|||
Item
4. Reserved
|
31
|
|||
Item 5. Other
Information
|
31
|
|||
Item
6. Exhibits
|
31
|
|||
Signatures
|
32
|
-2-
June
30,
|
September
30,
|
|||||||
(In
thousands, except share and per share data)
|
2010
|
2009
|
||||||
ASSETS
|
||||||||
Cash
and due from banks
|
$ | 7,112 | $ | 8,359 | ||||
Interest-bearing
deposits with banks
|
3,380 | 2,045 | ||||||
Total
cash and cash equivalents
|
10,492 | 10,404 | ||||||
Securities
available for sale, at fair value
|
103,969 | 72,580 | ||||||
Securities
held to maturity
|
4,294 | 6,782 | ||||||
Loans
held for sale
|
470 | 317 | ||||||
Loans,
net
|
343,811 | 353,823 | ||||||
Federal
Home Loan Bank stock, at cost
|
4,170 | 4,170 | ||||||
Premises
and equipment
|
9,524 | 9,916 | ||||||
Foreclosed
real estate
|
1,198 | 1,589 | ||||||
Accrued
interest receivable:
|
||||||||
Loans
|
1,713 | 1,607 | ||||||
Securities
|
767 | 493 | ||||||
Cash
surrender value of life insurance
|
8,306 | 3,931 | ||||||
Goodwill
|
5,940 | 5,882 | ||||||
Core
deposit intangible
|
2,521 | 2,741 | ||||||
Other
assets
|
4,315 | 6,576 | ||||||
Total
Assets
|
$ | 501,490 | $ | 480,811 | ||||
LIABILITIES
|
||||||||
Deposits:
|
||||||||
Noninterest-bearing
|
$ | 26,587 | $ | 25,388 | ||||
Interest-bearing
|
338,011 | 325,428 | ||||||
Total
deposits
|
364,598 | 350,816 | ||||||
Federal
funds purchased
|
- | 1,180 | ||||||
Repurchase
agreements
|
16,925 | 17,239 | ||||||
Borrowings
from Federal Home Loan Bank
|
64,050 | 55,773 | ||||||
Accrued
interest payable
|
461 | 516 | ||||||
Advance
payments by borrowers for taxes and insurance
|
168 | 341 | ||||||
Accrued
expenses and other liabilities
|
1,727 | 2,069 | ||||||
Total
Liabilities
|
447,929 | 427,934 | ||||||
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
|
24,259 | 24,263 | ||||||
Retained
earnings - substantially restricted
|
31,352 | 29,453 | ||||||
Accumulated
other comprehensive income
|
2,105 | 932 | ||||||
Unearned
ESOP shares
|
(1,537 | ) | (1,796 | ) | ||||
Unearned
stock compensation
|
(1,314 | ) | - | |||||
Less
treasury stock, at cost - 127,102 shares
|
(1,329 | ) | - | |||||
Total
Stockholders' Equity
|
53,561 | 52,877 | ||||||
Total Liabilities and
Stockholders' Equity
|
$ | 501,490 | $ | 480,811 |
See notes
to consolidated financial statements.
-3-
PART
I - FINANCIAL INFORMATION
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
CONSOLIDATED
STATEMENTS OF INCOME
(Unaudited)
Three
Months
Ended
June 30
|
Nine
Months
Ended
June 30
|
|||||||||||||||
(In
thousands, except share and per share data)
|
2010
|
2009
|
2010
|
2009
|
||||||||||||
INTEREST
INCOME
|
||||||||||||||||
Loans,
including fees
|
$ | 5,575 | $ | 2,835 | $ | 16,782 | $ | 8,454 | ||||||||
Securities:
|
||||||||||||||||
Taxable
|
742 | 379 | 2,384 | 969 | ||||||||||||
Tax-exempt
|
193 | 45 | 424 | 96 | ||||||||||||
Dividend
income
|
27 | 1 | 59 | 30 | ||||||||||||
Interest-bearing
deposits with banks
|
4 | 12 | 13 | 27 | ||||||||||||
Total
interest income
|
6,541 | 3,272 | 19,662 | 9,576 | ||||||||||||
INTEREST
EXPENSE
|
||||||||||||||||
Deposits
|
1,125 | 981 | 3,674 | 3,196 | ||||||||||||
Repurchase
agreements
|
83 | - | 255 | - | ||||||||||||
Borrowings
from Federal Home Loan Bank
|
267 | 79 | 724 | 229 | ||||||||||||
Total
interest expense
|
1,475 | 1,060 | 4,653 | 3,425 | ||||||||||||
Net
interest income
|
5,066 | 2,212 | 15,009 | 6,151 | ||||||||||||
Provision
for loan losses
|
300 | 272 | 1,246 | 400 | ||||||||||||
Net
interest income after provision for loan losses
|
4,766 | 1,940 | 13,763 | 5,751 | ||||||||||||
NONINTEREST
INCOME
|
||||||||||||||||
Service
charges on deposit accounts
|
405 | 150 | 1,184 | 427 | ||||||||||||
Net
gain on sales of securities available for sale
|
34 | - | 34 | - | ||||||||||||
Net
gain on sales of mortgage loans
|
29 | 12 | 72 | 24 | ||||||||||||
Increase
in cash surrender value of life insurance
|
64 | 46 | 174 | 139 | ||||||||||||
Commission
income
|
55 | - | 125 | - | ||||||||||||
Other
income
|
152 | 83 | 412 | 236 | ||||||||||||
Total
noninterest income
|
739 | 291 | 2,001 | 826 | ||||||||||||
NONINTEREST
EXPENSE
|
||||||||||||||||
Compensation
and benefits
|
2,638 | 915 | 6,654 | 2,779 | ||||||||||||
Occupancy
and equipment
|
554 | 206 | 1,638 | 669 | ||||||||||||
Data
processing
|
530 | 170 | 1,263 | 477 | ||||||||||||
Advertising
|
81 | 30 | 242 | 128 | ||||||||||||
Professional
fees
|
216 | 144 | 540 | 330 | ||||||||||||
FDIC
insurance premiums
|
177 | 204 | 459 | 220 | ||||||||||||
Charitable
contributions
|
6 | 4 | 14 | 1,210 | ||||||||||||
Net
loss on foreclosed real estate
|
8 | 28 | 25 | 64 | ||||||||||||
Other
operating expenses
|
712 | 379 | 2,095 | 1,254 | ||||||||||||
Total
noninterest expense
|
4,922 | 2,080 | 12,930 | 7,131 | ||||||||||||
Income
(loss) before income taxes
|
583 | 151 | 2,834 | (554 | ) | |||||||||||
Income
tax expense (benefit)
|
83 | (2 | ) | 742 | (342 | ) | ||||||||||
Net Income
(Loss)
|
$ | 500 | $ | 153 | $ | 2,092 | $ | (212 | ) | |||||||
OTHER
COMPREHENSIVE INCOME, NET OF TAX
|
||||||||||||||||
Unrealized
gain on securities:
|
||||||||||||||||
Unrealized
holding gains arising during the period
|
731 | 43 | 1,622 | 199 | ||||||||||||
Less:
reclassification adjustment
|
(21 | ) | - | (21 | ) | - | ||||||||||
Unrealized
gain on securities
|
710 | 43 | 1,601 | 199 | ||||||||||||
Reclassification
adjustment - net realized loss
|
||||||||||||||||
on
settlement of pension plan
|
(428 | ) | - | (428 | ) | - | ||||||||||
Other
comprehensive income
|
282 | 43 | 1,173 | 199 | ||||||||||||
Comprehensive
Income (Loss)
|
$ | 782 | $ | 196 | $ | 3,265 | $ | (13 | ) | |||||||
Net Income (Loss) per common
share, basic
|
$ | 0.23 | $ | 0.06 | $ | 0.92 | $ | (0.09 | ) | |||||||
Net Income (Loss) per common
share, diluted
|
$ | 0.23 | $ | 0.06 | $ | 0.92 | $ | (0.09 | ) | |||||||
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)
Nine
Months Ended
|
||||||||
June
30,
|
||||||||
(In
thousands)
|
2010
|
2009
|
||||||
CASH
FLOWS FROM OPERATING ACTIVITIES
|
||||||||
Net
income (loss)
|
$ | 2,092 | $ | (212 | ) | |||
Adjustments
to reconcile net income (loss) to net cash provided
|
||||||||
by
operating activities:
|
||||||||
Provision
for loan losses
|
1,246 | 400 | ||||||
Depreciation
and amortization
|
870 | 232 | ||||||
Amortization
of premiums and accretion of discounts
|
||||||||
on
securities, net
|
77 | 155 | ||||||
Mortgage
loans originated for sale
|
(7,439 | ) | (2,181 | ) | ||||
Proceeds
on sale of mortgage loans
|
7,353 | 2,054 | ||||||
Gain
on sale of mortgage loans
|
(72 | ) | (24 | ) | ||||
Net
realized and unrealized (gain) loss on foreclosed real
estate
|
(113 | ) | 2 | |||||
Net
gain on sales of securities available for sale
|
(34 | ) | - | |||||
Increase
in cash value of life insurance
|
(174 | ) | (139 | ) | ||||
Deferred
income taxes
|
96 | (503 | ) | |||||
ESOP
compensation expense
|
280 | 192 | ||||||
Stock
compensation expense
|
53 | - | ||||||
Contribution
of common stock to charitable foundation
|
- | 1,100 | ||||||
Increase
in accrued interest receivable
|
(380 | ) | (126 | ) | ||||
Decrease
in accrued interest payable
|
(55 | ) | (14 | ) | ||||
Change
in other assets and liabilities, net
|
378 | 1,407 | ||||||
Net Cash Provided By Operating
Activities
|
4,178 | 2,343 | ||||||
CASH
FLOWS FROM INVESTING ACTIVITIES
|
||||||||
Purchase
of securities available for sale
|
(71,170 | ) | (45,942 | ) | ||||
Proceeds
from sales of securities available for sale
|
13,640 | 4,515 | ||||||
Proceeds
from maturities of securities available for sale
|
18,582 | 11,200 | ||||||
Principal
collected on mortgage-backed securities
|
12,611 | 3,063 | ||||||
Net
(increase) decrease in loans
|
8,435 | (4,295 | ) | |||||
Purchase
of Federal Home Loan Bank Stock
|
- | (34 | ) | |||||
Investment
in cash surrender value of life insurance
|
(4,200 | ) | - | |||||
Proceeds
from sale of foreclosed real estate
|
788 | 41 | ||||||
Purchase
of premises and equipment
|
(258 | ) | (131 | ) | ||||
Net
Cash Used In Investing Activities
|
(21,572 | ) | (31,583 | ) | ||||
CASH
FLOWS FROM FINANCING ACTIVITIES
|
||||||||
Net
increase (decrease) in deposits
|
13,782 | (16,299 | ) | |||||
Net
decrease in federal funds purchased
|
(1,180 | ) | - | |||||
Net
decrease in repurchase agreements
|
(314 | ) | - | |||||
Increase
in Federal Home Loan Bank line of credit
|
1,596 | - | ||||||
Proceeds
from Federal Home Loan Bank advances
|
92,439 | 19,758 | ||||||
Repayment
of Federal Home Loan Bank advances
|
(85,758 | ) | (9,050 | ) | ||||
Net
decrease in advance payments by
|
||||||||
borrowers
for taxes and insurance
|
(173 | ) | (133 | ) | ||||
Purchase
of treasury stock
|
(1,329 | ) | - | |||||
Purchase
of common shares for restricted stock grants
|
(1,388 | ) | - | |||||
Dividends
paid
|
(193 | ) | - | |||||
Proceeds
from issuance of common stock
|
- | 21,160 | ||||||
Net Cash Provided By Financing
Activities
|
17,482 | 15,436 | ||||||
Net
Increase (Decrease) in Cash and Cash Equivalents
|
88 | (13,804 | ) | |||||
Cash
and cash equivalents at beginning of period
|
10,404 | 21,379 | ||||||
Cash
and Cash Equivalents at End of Period
|
$ | 10,492 | $ | 7,575 |
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 June 30, 2010, and the results of operations and the cash flows for the
three- and nine-month periods ended June 30, 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, 2009 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.
2.
|
Acquisition
of Community First Bank
|
On
September 30, 2009, the Company acquired 100 percent of the outstanding common
shares of Community First Bank (“Community First”), a full service community
bank located in Corydon, Indiana, pursuant to an Agreement and Plan of
Reorganization dated April 28, 2009. The acquisition was recorded
using the purchase method of accounting and was effective at the close of
business on September 30, 2009. Accordingly, the results of
operations of Community First have been included in the Company’s results of
operations since the date of acquisition. The acquisition expanded
the Company’s presence into Harrison, Crawford and Washington Counties,
Indiana. The Company expects to benefit from growth in this market
area as well as from expansion of the banking services provided to the existing
customers of Community First.
-6-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
3.
|
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. The Company had
no dilutive potential common shares outstanding during the three- and nine-month
periods ended June 30, 2010 and 2009.
Three Months
Ended June 30,
|
Nine Months
Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
(Dollars
in thousands, except per share data)
|
||||||||||||||||
Earnings:
|
||||||||||||||||
Net
income (loss)
|
$ | 500 | $ | 153 | $ | 2,092 | $ | (212 | ) | |||||||
Shares:
|
||||||||||||||||
Weighted
average common shares outstanding
|
2,211,353 | 2,357,331 | 2,272,182 | 2,300,848 | ||||||||||||
Net income (loss) per common share, basic and
diluted
|
$ | 0.23 | $ | 0.06 | $ | 0.92 | $ | (0.09 | ) |
-7-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
4.
|
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 and the Bank’s defined benefit pension plan (see
Note 7). The following tables set forth the components of other
comprehensive income and the allocated tax amounts for the three- and nine-month
periods ended June 30, 2010 and 2009:
Three Months Ended
|
Nine Months Ended
|
|||||||||||||||
June 30,
|
June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Unrealized
gain on securities:
|
||||||||||||||||
Unrealized
holding gainsarising during the period
|
$ | 1,210 | $ | 70 | $ | 2,685 | $ | 329 | ||||||||
Income
tax expense
|
(479 | ) | (27 | ) | (1,063 | ) | (130 | ) | ||||||||
Net
of tax amount
|
731 | 43 | 1,622 | 199 | ||||||||||||
Less: reclassification adjustment for realized gains included in
net income
|
(34 | ) | - | (34 | ) | - | ||||||||||
Income
tax expense
|
13 | - | 13 | - | ||||||||||||
Net
of tax amount
|
(21 | ) | - | (21 | ) | - | ||||||||||
710 | 43 | 1,601 | 199 | |||||||||||||
Defined
benefit pension plan:
|
||||||||||||||||
Reclassification
adjustment – realized loss on settlement of
pension plan
|
(708 | ) | - | (708 | ) | - | ||||||||||
Income
tax benefit
|
280 | - | 280 | - | ||||||||||||
(428 | ) | - | (428 | ) | - | |||||||||||
Other
comprehensive income, net of tax
|
$ | 282 | $ | 43 | $ | 1,173 | $ | 199 |
5.
|
Supplemental
Disclosures of Cash Flow
Information
|
Nine Months
Ended June 30,
|
||||||||
2010
|
2009
|
|||||||
(In
thousands)
|
||||||||
Cash
payments for:
|
||||||||
Interest
|
$ | 6,313 | $ | 3,439 | ||||
Taxes
|
521 | 177 | ||||||
Transfers
from loans to foreclosed real estate
|
685 | 963 | ||||||
Proceeds
from sales of foreclosed real estate financed through
loans
|
403 | 89 |
-8-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
6.
|
Fair
Value Measurements and Disclosures about Fair Value of Financial
Instruments
|
Effective
October 1, 2008, the Company adopted the provisions of Accounting Standards
Codification (“ASC”) Topic 820 (formerly Statement of Financial Accounting
Standards (“SFAS”) No. 157),
Fair Value Measurements, for financial assets and financial
liabilities. This statement is definitional and disclosure oriented
and addresses how companies should approach measuring fair value when required
by GAAP; it does not create or modify any current GAAP requirements to apply
fair value accounting. ASC Topic 820 prescribes various disclosures
about financial statement categories and amounts which are measured at fair
value, if such disclosures are not already specified elsewhere in
GAAP.
Fair
value is defined as the price that would be received to sell an asset or paid to
transfer a liability in an orderly transaction between market participants at
the measurement date. The standard establishes a fair value hierarchy
that prioritizes the use of inputs used in valuation methodologies into the
following three levels:
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 June 30, 2010. The Company had no
liabilities measured at fair value as of June 30, 2010.
-9-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
Carrying
Value
|
||||||||||||||||
Level 1
|
Level 2
|
Level 3
|
Total
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Assets
Measured - Recurring Basis
|
||||||||||||||||
Securities
available for sale
|
$ | 75 | $ | 103,894 | $ | - | $ | 103,969 | ||||||||
Interest
rate cap contract
|
- | 114 | - | 114 | ||||||||||||
Assets
Measured - Nonrecurring Basis
|
||||||||||||||||
Impaired
loans
|
- | 3,617 | - | 3,617 | ||||||||||||
Loans
held for sale
|
- | 470 | - | 470 | ||||||||||||
Foreclosed
real estate
|
- | 1,198 | - | 1,198 |
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. 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).
-10-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
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 cost 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
nine-month period ended June 30, 2010. In addition, there were no
transfers into or out of Levels 1 and 2 of the fair value hierarchy during the
nine-month period ended June 30, 2010.
-11-
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:
June 30, 2010
|
September 30, 2009
|
|||||||||||||||
Carrying
|
Fair
|
Carrying
|
Fair
|
|||||||||||||
Amount
|
Value
|
Amount
|
Value
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Financial
assets:
|
||||||||||||||||
Cash
and due from banks
|
$ | 7,112 | $ | 7,112 | $ | 8,359 | $ | 8,359 | ||||||||
Interest-bearing
deposits in banks
|
3,380 | 3,380 | 2,045 | 2,045 | ||||||||||||
Securities
available for sale
|
103,969 | 103,969 | 72,580 | 72,580 | ||||||||||||
Securities
held to maturity
|
4,294 | 4,542 | 6,782 | 7,054 | ||||||||||||
Loans,
net
|
343,811 | 355,023 | 353,823 | 360,157 | ||||||||||||
Mortgage
loans held for sale
|
470 | 470 | 317 | 317 | ||||||||||||
Federal
Home Loan Bank stock
|
4,170 | 4,170 | 4,170 | 4,170 | ||||||||||||
Accrued
interest receivable
|
2,480 | 2,480 | 2,100 | 2,100 | ||||||||||||
Financial
liabilities:
|
||||||||||||||||
Deposits
|
364,598 | 370,900 | 350,816 | 354,194 | ||||||||||||
Federal
funds purchased
|
- | - | 1,180 | 1,180 | ||||||||||||
Short-term
repurchase agreements
|
1,310 | 1,310 | 1,304 | 1,304 | ||||||||||||
Long-term
repurchase agreements
|
15,615 | 15,670 | 15,935 | 15,935 | ||||||||||||
Borrowings
from Federal Home
|
||||||||||||||||
Loan
Bank
|
64,050 | 64,874 | 55,773 | 56,184 | ||||||||||||
Accrued
interest payable
|
461 | 461 | 516 | 516 | ||||||||||||
Advance
payments by borrowers for taxes and insurance
|
168 | 185 | 341 | 348 | ||||||||||||
Derivative
financial instruments included in other
assets:
|
||||||||||||||||
Interest
rate cap
|
114 | 114 | 202 | 202 | ||||||||||||
Off-balance-sheet
financial instruments:
|
||||||||||||||||
Asset
related to commitments to extend credit
|
- | 77 | - | 39 |
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:
-12-
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 federal funds purchased,
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.
-13-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
7.
|
Defined
Benefit Plan
|
The Bank
sponsors a defined benefit pension plan (“Plan”) covering substantially all
employees. Contributions are 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 is 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.
Three Months
Ended June
30,
|
Nine Months
Ended June 30,
|
|||||||||||||||
2010
|
2009
|
2010
|
2009
|
|||||||||||||
(In
thousands)
|
||||||||||||||||
Net
periodic benefit expense:
|
||||||||||||||||
Service
cost
|
$ | - | $ | - | $ | - | $ | - | ||||||||
Interest cost on projected benefit
obligation
|
- | 94 | 149 | 282 | ||||||||||||
Expected
return on plan assets
|
- | (94 | ) | (72 | ) | (282 | ) | |||||||||
Amortization
of unrecognized gain
|
- | - | (2 | ) | - | |||||||||||
Net
loss on settlement
|
705 | - | 705 | - | ||||||||||||
Net
periodic benefit expense
|
$ | 705 | $ | - | $ | 780 | $ | - |
The Bank
made no contributions to the Plan for the nine-month periods ended June 30, 2010
and 2009. Effective June 30, 2008, the Bank curtailed the accrual of
benefits for active participants in the 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 all Plan
obligations resulted in the allocation of excess Plan assets to the active Plan
participants. As a result of the Plan termination and settlement, the
Company recognized a decrease in other assets of $1.5 million, a decrease in
other comprehensive income of $428,000 and a one-time charge to expense of
approximately $433,000, net of income tax effect, for the quarter ended June 30,
2010.
-14-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
8.
|
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’s
and future year’s 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- and nine-month periods ended June 30, 2010
amounted to $47,000 and $280,000, respectively. Compensation expense
recognized for the three- and nine-month periods ended June 30, 2009 amounted to
$33,000 and $192,000, respectively. Company common stock held by the
ESOP trust at June 30, 2010 was as follows:
Allocated
shares
|
49,626 | |||
Unearned
shares
|
153,737 | |||
Total
ESOP shares
|
203,363 | |||
Fair
value of unearned shares
|
$ | 2,000,118 |
9.
|
Equity
Incentive Plan
|
In
December 2009, the Company adopted the 2010 Equity Incentive Plan
(“Plan”). The Company’s shareholders approved the Plan 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.
-15-
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 both the three- and nine-month periods ended June 30, 2010
amounted to $34,000. No compensation expense for restricted stock was
recognized for the comparable periods in 2009. During the three- and
nine- month periods ended June 30, 2010, there were no restricted stock awards
forfeited. At June 30, 2010, there were 101,681 outstanding and
unvested restricted stock awards.
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 Binomial option pricing model was
used to determine the fair value of the options granted using the following
assumptions:
Expected
dividend yield
|
4.53 | % | ||
Risk-free
interest rate
|
2.82 | % | ||
Expected
volatility
|
30.00 | % | ||
Expected
life of options
|
7.5
years
|
|||
Weighted
average fair value at grant date
|
$ | 3.09 |
Compensation
expense related to stock options recognized for both the three- and nine-month
periods ended June 30, 2010 amounted to $20,000. No compensation
expense for stock options was recognized for the comparable periods in
2009. During the three- and nine- month periods ended June 30, 2010,
there were no stock options awards forfeited or exercised. At June
30, 2010, there was $766,000 of unrecognized compensation expense related to
nonvested stock options, which will be recognized over the remaining vesting
period.
-16-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
10.
|
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 Financial Accounting Standards Board (“FASB”) issued two standards
which change the way entities account for securitizations and special-purpose
entities: 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 is not expected to have a material effect on the Company's
consolidated financial position or results of operations.
In
January 2010, the FASB issued ASU No. 2010-06, Fair Value Measurements and
Disclosures (Topic 820) – Improving Disclosures about Fair
Value Measurements. This Accounting Standards Update (“ASU”) provides
amendments to 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. The adoption
of this ASU did not have a material effect on the Company’s consolidated
financial position or results of operations.
-17-
FIRST
SAVINGS FINANCIAL GROUP, INC. AND SUBSIDIARIES
NOTES
TO CONSOLIDATED FINANCIAL STATEMENTS
(Unaudited)
In
February 2010, the FASB issued ASU No. 2010-09, Subsequent Events (Topic 855) – Amendments to Certain Recognition
and Disclosure Requirements. The amendments in the ASU remove
the requirement for companies that are subject to the periodic reporting
requirements of the Exchange Act to disclose a date through which subsequent
events have been evaluated in both issued and revised financial
statements. Revised financial statements include financial statements
revised as a result of either correction of an error or retrospective
application of GAAP. The FASB believes these amendments alleviate
potential conflicts with the SEC’s requirements. All of the
amendments in the ASU were effective upon issuance, except for the use of the
issued date for conduit debt obligors, which will be effective for interim or
annual periods ending after June 15, 2010. The adoption of this ASU
did not have a material effect on the Company’s consolidated financial position
or results of operations.
In April
2010, the FASB issued ASU No. 2010-18, Effect of a Loan Modification When
the Loan Is Part of a Pool That Is Accounted for as a Single Asset (Topic
310). Under the amendments, modifications of loans that are
accounted for within pools under Subtopic 310-30 do not result in the removal of
those loans from the pool even if the modification of those loans would
otherwise be considered a troubled debt restructuring. An entity will
continue to be required to consider whether the pool of assets in which the loan
is included is impaired if expected cash flows for the pool
change. However, loans within the scope of Subtopic 310-30 that are
accounted for individually will continue to be subject to the troubled debt
restructuring accounting provisions. The ASU is effective for
modifications of loans accounted for within pools under subtopic 310-30
occurring in the first interim or annual period ending after July 15,
2010. The adoption of this ASU is not expected to have a material
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. As the update relates to
financial statement disclosures, the adoption of this ASU is not expected to
have a material impact on the Company’s consolidated financial position or
results of operations.
-18-
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, 2009 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 nine-month period ended June 30, 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, 2009.
Comparison
of Financial Condition at June 30, 2010 and September 30, 2009
Cash and Cash
Equivalents. Cash and cash equivalents increased from $10.4
million at September 30, 2009 to $10.5 million at June 30, 2010, primarily due
to an increase of $1.3 million in interest-bearing deposits with banks, which
more than offset a decrease of $1.2 million in cash and due from
banks.
Loans. Net
loans receivable decreased $10.0 million, from $353.8 million at September 30,
2009 to $343.8 million at June 30, 2010, primarily due to decreases in
residential permanent and construction loans of $9.7 million, consumer loans of
$4.8 million and commercial business loans of $1.3 million, partially offset by
increases in nonresidential permanent and construction mortgage loans of $2.4
million and multi-family residential mortgage loans of $2.6
million. Management has continued to emphasize the origination of
commercial loans in 2010, given the increase in commercial lending personnel as
a result of the Community First acquisition. In addition, 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.
-19-
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
$31.4 million from $72.6 million at September 30, 2009 to $104.0 million at June
30, 2010 due primarily to purchases of $71.2 million, partially offset by sales
of $13.2 million, maturities and calls of $18.6 million and principal repayments
of $10.6 million. The increase in securities available for sale,
primarily in U.S. government agency and municipal securities, was funded by
increases in deposits and borrowings.
Securities Held
to Maturity. Investment securities held-to-maturity decreased
$2.5 million from $6.8 million at September 30, 2009 to $4.3 million at June 30,
2010 due primarily to principal repayments on mortgage-backed
securities.
Cash Surrender
Value of Life Insurance. Cash surrender value of life
insurance increased from $3.9 million at September 30, 2009 to $8.3 million at
June 30, 2010 primarily as the result of investments in bank-owned life
insurance of $1.2 million and $3.0 million in October 2009 and June 2010,
respectively.
Other
Assets. Other assets decreased from $6.6 million at September
30, 2009 to $4.3 million at June 30, 2010 primarily as the result of the
termination of the defined benefit pension plan (see Note 7 to the consolidated
financial statements).
Deposits. Total
deposits increased $13.8 million from $350.8 million at September 30, 2009 to
$364.6 million at June 30, 2010 primarily due to increases in
noninterest-bearing demand deposit accounts of $1.2 million, interest-bearing
demand deposit accounts of $7.5 million, savings deposit accounts of $2.3
million and certificates of deposit of $1.7 million during the
period. The increase in certificates of deposit is due primarily to
$14.1 million of brokered certificates of deposit, partially offset by the $6.4
million that were closed as a result of the termination of the defined benefit
pension plan in April 2010 (see Note 7 to the consolidated financial statements)
and attrition of local customer 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 $8.3 million from $55.8 million at September 30, 2009 to
$64.1 million at June 30, 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. Federal funds purchased decreased $1.2 million from
September 30, 2009 due to the full repayment of these borrowings as of June 30,
2010.
Stockholders’
Equity. Stockholders’ equity increased $684,000 from $52.9 million at
September 30, 2009 to $53.6 million at June 30, 2010. The increase
was due primarily to $1.9 million of retained net earnings, a $1.2 million
increase in accumulated other comprehensive income due to net unrealized gains
on available for sale securities, and $259,000 for ESOP shares released during
the nine-month period. These increases were partially offset by the
open market repurchases of $1.3 million of common stock recorded as treasury
stock and $1.3 million of common stock for the First Savings Financial Group,
Inc. 2010 Equity Incentive Plan (see Note 9 to the consolidated financial
statements). 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.
-20-
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 June 30, 2010 and 2009
Overview. The
Company reported net income of $500,000, or $0.23 per diluted share, for the
three-month period ended June 30, 2010, compared to net income of $153,000, or
$0.06 per diluted share, for the same period in 2009. The Company
recognized a one-time pretax charge of $705,000 in connection with the
termination and settlement of the Bank’s defined benefit pension plan during the
quarter ended June 30, 2010, which was terminated in order to eliminate future
cost obligations. Also, the Company recognized pretax charges of $281,000 and
$73,000 for data processing and professional fees, respectively, in connection
with the conversion of the Bank’s core operating system during the quarter ended
June 30, 2010. The purpose of the conversion is to integrate all twelve office
locations, provide additional product offerings to support future growth,
provide enhanced reporting and management tools, and reduce future data
processing expenses.
Net Interest
Income. Net interest income increased $2.9 million, or 129.7%,
for the three months ended June 30, 2010 compared to the same period in
2009. The increase is primarily due to an increase in the
tax-equivalent interest rate spread from 3.48% for 2009 to 4.47% for 2010, as
average interest-earnings assets increased $225.0 million and average
interest-bearing liabilities increased $230.0 million. The increases
in the tax-equivalent interest rate spread, average interest-earning assets and
average interest-bearing liabilities are due primarily to the acquisition of
Community First.
Total interest income increased $3.3
million, or 99.9%, as a result of an increase in average interest-earning assets
of $225.0 million, or 99.6%, from $225.9 million for the three months ended June
30, 2009 to $450.9 million for the three months ended June 30,
2010. The average tax equivalent yield on interest-earning assets was
5.84% for 2009 compared to 5.91% for 2010. Average loans, investment
securities, FHLB stock and interest-bearing deposits with banks increased $169.7
million, $51.6 million, $2.8 million and $900,000, respectively.
Total
interest expense increased $415,000, or 37.7%, as a result of an increase in
average interest-bearing liabilities of $230.0 million from $179.8 million for
the three months ended June 30, 2009 to $409.8 million for the three months
ended June 30, 2010, which more than offset a decrease in the average cost of
funds from 2.36% in 2009 to 1.44% 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, the utilization of
lower-cost FHLB advances and brokered deposits as alternative sources of funding
and the assumption of lower cost liabilities of Community First.
Provision for
Loan Losses. The provision for loan losses was $300,000 for
the three months ended June 30, 2010 compared to $272,000 for the same period in
2009. The increase in the provision for loan losses is primarily due
to an increase in nonperforming loans and net chargeoffs during the quarter
ended June 30, 2010 as compared to the same period in 2009.
-21-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I - ITEM 2
MANAGEMENT’S
DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
Gross
loans receivable increased $170.2 million from $179.2 million at June 30, 2009
to $349.4 million at June 30, 2010, primarily due to the acquisition of
Community First. Residential mortgage, nonresidential mortgage,
commercial business, construction, and automobile loans increased most
significantly, by $68.8 million, $30.2 million, $18.4 million, $17.4 million and
$12.3 million, respectively, when comparing the two periods.
Nonperforming
loans increased $2.2 million from $3.0 million at June 30, 2009 to $5.2 million
at June 30, 2010, of which $2.2 million were acquired in the acquisition of
Community First, including two relationships totaling $929,000 that are secured
by commercial real estate.
The
balance of nonperforming loans at June 30, 2010 includes nonaccrual loans of
$4.6 million and loans totaling $626,000 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. The balance of nonaccrual
loans at June 30, 2010 consists of commercial business loans ($619,000),
consumer loans ($172,000), residential mortgage loans ($2.4 million),
nonresidential mortgage loans ($929,000), and land and land development loans
($377,000). Nonaccrual residential mortgage loans totaling $2.4
million include loans secured by owner occupied, one-to-four family residences
($1.7 million), non-owner occupied, one-to-four family investment properties
($513,000) and speculative construction homes ($235,000). The
nonaccrual non-owner occupied, residential mortgage loans are spread across four
unrelated borrowing relationships.
Net
charge-offs were $391,000 for the three months ended June 30, 2010 compared to
net charge-offs of $207,000 for the same period in 2009.
The
allowance for loan losses was $4.2 million at June 30, 2010 compared to $3.7
million at September 30, 2009 and $1.7 million at June 30,
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 the increase in the gross loan portfolio and
nonperforming loans and the change in overall economic conditions.
Noninterest
Income. Noninterest income increased $448,000 to $739,000 for
the three months ended June 30, 2010 as compared to $291,000 for the same period
in 2009. The increase was primarily due to increases in service charges on
deposit accounts of $255,000, commission income of $55,000 and other income of
$69,000, and net gains on sales of investment securities of $34,000 recognized
during 2010. The increases in services charges on deposits and other
income, which relate primarily to ATM surcharge and EFT interchange fee income,
is primarily a result of acquired Community First deposit accounts.
-22-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I - ITEM 2
MANAGEMENT’S
DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
Noninterest
Expense. Noninterest expenses increased $2.8 million to $4.9
million for the three months ended June 30, 2010 as compared to $2.1 million the
same period in 2009. Compensation and benefits expense increased $1.7 million
due primarily to additional personnel resulting from the Community First
acquisition and the $705,000 termination cost of the defined benefit pension
plan (see Note 7 to the consolidated financial statements). Occupancy and
equipment, data processing and other operating expenses increased $348,000,
$360,000 and $333,000, respectively, when comparing the two periods primarily as
a result of the Community First acquisition. The increase in data
processing expense included the aforementioned $281,000 of charges associated
with the conversion of the core operating system and the other operating expense
increase included $73,000 of amortization of the acquired core deposit
intangible.
Income Tax
Expense. The Company recognized income tax expense of $83,000
for the three months ended June 30, 2010, for an effective tax rate of 14.2%,
compared to an income tax benefit of $2,000 for the same period in
2009. The low effective tax rate for the three months ended June 30,
2010 was due primarily to an increase in tax exempt income and a decrease in
income before taxes for the period.
Results
of Operations for the Nine Months Ended June 30, 2010 and 2009
Overview. The
Company reported net income of $2.1 million, or $0.92 per diluted share, for the
nine-month period ended June 30, 2010, compared to a net loss of $212,000, or
$0.09 per share, for the same period in 2009. The Company recognized
the aforementioned one-time pretax charge of $705,000 in connection with the
termination and settlement of the Bank’s defined benefit pension plan and pretax
charges of $564,000 and $121,000 for data processing and professional fees,
respectively, in connection with the conversion of the Bank’s core operating
system during the nine months ended June 30, 2010. The primary factor
for the net loss in 2009 was the $1.2 million ($731,000, net of tax) one-time
contribution to First Savings Charitable Foundation in October
2008.
Net Interest
Income. Net interest income increased $8.9 million, or 142.9%,
for the nine months ended June 30, 2010 compared to the same period in
2009. The increase is primarily due to an increase in the
tax-equivalent interest rate spread from 3.26% for 2009 to 4.42% for 2010, as
average interest-earnings assets increased $229.6 million and average
interest-bearing liabilities increased $234.8 million. The increases
in the tax-equivalent interest rate spread, average interest-earning assets and
average interest-bearing liabilities are due primarily to the acquisition of
Community First.
Total interest income increased $10.1
million, or 105.3%, as a result of an increase in average interest-earning
assets of $229.6 million, or 105.4%, from $217.9 million for the nine months
ended June 30, 2009 to $447.5 million for the nine months ended June 30,
2010. The average tax equivalent yield on interest-earning assets was
5.90% for 2009 compared to 5.94% for 2010. Average loans, investment
securities, FHLB stock and interest-bearing deposits with banks increased $173.8
million, $53.7 million, and $2.8 million, respectively, while average
interest-bearing deposits with banks decreased $809,000.
-23-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
I - ITEM 2
MANAGEMENT’S
DISCUSSION AND
ANALYSIS
OF FINANCIAL CONDITION AND
RESULTS
OF OPERATIONS
Total
interest expense increased $1.2 million, or 36.1%, as a result of an increase in
average interest-bearing liabilities of $234.8 million from $172.9 million for
the nine months ended June 30, 2009 to $407.7 million for the nine months ended
June 30, 2010, which more than offset a decrease in the average cost of funds
from 2.64% in 2009 to 1.52% 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, the utilization of
lower-cost FHLB advances and brokered deposits as a source of funding and the
assumption of lower cost liabilities of Community First.
Provision for
Loan Losses. The provision for loan losses was $1.2 million
for the nine months ended June 30, 2010 compared to $400,000 for the same period
in 2009. As discussed above, the primary factor for the increased
provision for loan losses for 2010 was an increase in nonperforming loans and
charge-offs during the period ended June 30, 2010 as compared to the same period
in 2009. Net charge-offs were $744,000 for the nine months ended June
30, 2010 compared to $430,000 for the same period in 2009.
Noninterest
Income. Noninterest income increased $1.2 million to $2.0
million for the nine months ended June 30, 2010 as compared to $826,000 for the
same period in 2009. The increase was primarily due to increases in service
charges on deposit accounts of $757,000, commission income of $125,000 and other
income of $176,000 primarily as a result of the Community First
acquisition.
Noninterest
Expense. Noninterest expenses increased $5.8 million to $12.9
million for the nine months ended June 30, 2010 as compared to $7.1 million for
the same period in 2009. Compensation and benefits expense increased
$3.9 million primarily due to additional personnel resulting from the Community
First acquisition and the termination of the defined benefit pension
plan. Occupancy and equipment expense and FDIC insurance premiums
increased $969,000 and $239,000, respectively, when comparing the two periods,
primarily as a result of the Community First acquisition and an industry-wide
increase in FDIC insurance premiums. Data processing expenses
increased $786,000 primarily as a result of the Community First acquisition and
one-time charges of $564,000 associated with the conversion of the core
operating system. Professional fees increased $210,000, primarily as
the result of fees associated with the conversion of the core operating system
totaling $121,000 and $43,000 of consulting fees related to Sarbanes-Oxley
compliance. Other operating expense increased $841,000, when
comparing the two periods, also primarily as a result of the Community First
acquisition, including amortization of the acquired core deposit intangible of
$220,000. Charitable contributions decreased $1.2 million when
comparing the two periods due to the $1.2 million one-time contribution to the
First Savings Charitable Foundation during October 2008.
Income Tax
Expense. The Company recognized income tax expense of $742,000
for the nine months ended June 30, 2010, for an effective tax rate of 26.2%,
compared to an income tax benefit of $342,000 for the same period in 2009. The
tax benefit for 2009 was due primarily to increased deferred tax assets related
to the temporary timing difference generated by the charitable contribution to
the First Savings Charitable Foundation.
-24-
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 June 30, 2010, the Bank had cash and cash equivalents
of $10.5 million and securities available-for-sale with a fair value of $104.0
million. If the Bank requires funds beyond its ability to generate
them internally, it has additional borrowing capacity with the FHLB 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 and agency securities and mortgage-backed
securities and collateralized mortgage obligations issued by U.S. Government
agencies.
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 June 30, 2010, the
Company had liquid assets of $3.7 million.
Capital
Management. The Bank is required to maintain specific amounts
of capital pursuant to OTS regulatory requirements. As of June 30,
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 7.78%, 7.78% and 12.06%, respectively. The regulatory
requirements at that date were 1.5%, 3.0% and 8.0%, respectively. At
June 30, 2010, the Bank was considered “well-capitalized” under applicable
regulatory guidelines.
-25-
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,
2009.
For the
nine months ended June 30, 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.
-26-
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.
-27-
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 March 31, 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 June 30, 2010 is unavailable
for inclusion in this report.
At
March 31, 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)
|
|||||||||||||||||||||
300 bp | $ | 45,315 | $ | (10,553 | ) | (19 | )% | 9.27 | % | (169 | )bp | ||||||||||
200 bp | 50,529 | (5,339 | ) | (10 | ) | 10.16 | (80 | )bp | |||||||||||||
100 bp | 54,592 | (1,276 | ) | (2 | ) | 10.82 | (14 | )bp | |||||||||||||
Static
|
55,868 | - | - | 10.96 | - | bp | |||||||||||||||
(100) bp | 55,964 | 96 | - | 10.90 | (6 | )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 June 30, 2010, approximately 69.5% 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.
-28-
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 June 30, 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.
-29-
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, 2009 which could materially
affect our business, financial condition or future results. Except as set forth
below, 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.
Recently
enacted regulatory reform legislation may have a material impact on our
operations.
On July
21, 2010, the President signed into law The Dodd-Frank Wall Street Reform and
Consumer Protection Act (the “Dodd-Frank Act”). The Dodd-Frank Act
restructures the regulation of depository institutions. Under the
Dodd-Frank Act, the Office of Thrift Supervision will be merged into the Office
of the Comptroller of the Currency, which regulates national
banks. Savings and loan holding companies will be regulated by the
Federal Reserve Board. The Dodd-Frank Act contains various provisions
designed to enhance the regulation of depository institutions and prevent the
recurrence of a financial crisis such as occurred in 2008 and
2009. Also included is the creation of a new federal agency to
administer and enforce consumer and fair lending laws, a function that is now
performed by the depository institution regulators. The federal
preemption of state laws currently accorded federally chartered depository
institutions will be reduced as well. The Dodd-Frank Act also will
impose consolidated capital requirements on savings and loan holding companies
effective in five years, which will limit our ability to borrow at the holding
company and invest the proceeds from such borrowings as capital in the Bank that
could be leveraged to support additional growth. The full impact of
the Dodd-Frank Act on our business and operations will not be known for years
until regulations implementing the statute are written and
adopted. The Dodd-Frank Act may have a material impact on our
operations, particularly through increased compliance costs resulting from
possible future consumer and fair lending regulations.
-30-
FIRST
SAVINGS FINANCIAL GROUP, INC.
PART
II
OTHER
INFORMATION
Item
2.
|
Unregistered
Sales of Equity Securities and Use of
Proceeds
|
None.
Item3.
|
Defaults
upon Senior Securities
|
Not
applicable.
Item 4.
|
Reserved
|
Item
5.
|
Other
Information
|
None.
Item
6.
|
Exhibits
|
3.1
|
Articles
of Incorporation of First Savings Financial Group, Inc.
(1)
|
|
|
||
3.2
|
Bylaws
of First Savings Financial Group, Inc. (1)
|
|
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
|
(1)
|
Incorporated
herein by reference to the exhibits to the Company’s Registration
Statement on Form S-1 (File No. 333-151636), as amended, initially filed
with the Securities and Exchange Commission on June 13,
2008.
|
-31-
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 August 13,
2010
|
BY:
|
/s/ Larry W. Myers | |
Larry W. Myers | |||
President
and Chief Executive Officer
|
|||
Dated August 13,
2010
|
BY:
|
/s/ Anthony A. Schoen
|
|
Anthony
A. Schoen
|
|||
Chief
Financial Officer
|
|||
-32-