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MALVERN BANCORP, INC. - Quarter Report: 2013 December (Form 10-Q)



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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: December 31, 2013
or
o
Transition report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
 
For the transition period from ______ to ______
 
Commission File Number: 000-54835
 
MALVERN BANCORP, INC.
(Exact name of Registrant as specified in its charter)
 
Pennsylvania
 
45-5307782
(State or Other Jurisdiction of
 
(I.R.S. Employer
Incorporation or Organization)
 
Identification Number)
     
42 E. Lancaster Avenue, Paoli, Pennsylvania
 
19301
(Address of Principal Executive Offices)
 
(Zip Code)
 
(610) 644-9400
(Registrant’s Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months 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 x  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 Act). YES o NO x
 
APPLICABLE ONLY TO CORPORATE ISSUERS:
 
Indicate the number of shares outstanding of each of the issuer’s class of common stock, as of the latest practicable date: As of February 11, 2014, 6,558,473 shares of the Registrant’s common stock were issued and outstanding.
 


 
 

 

 
MALVERN BANCORP, INC.
 
TABLE OF CONTENTS
           
       
Page
PART I—FINANCIAL INFORMATION
     
           
Item 1.
 
Financial Statements
     
           
     
2
 
           
     
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Malvern Bancorp, Inc. and Subsidiaries
Consolidated Statements of Financial Condition (Unaudited)
 
   
December 31, 2013
   
September 30, 2013
 
   
(Dollars in thousands, except per share data)
 
             
Assets
           
             
Cash and due from depository institutions
  $ 1,126     $ 1,251  
Interest bearing deposits in depository institutions
    21,544       22,436  
Cash and Cash Equivalents
    22,670       23,687  
Investment securities available for sale, at fair value
    123,826       124,667  
Restricted stock, at cost
    3,236       3,038  
Loans held for sale
    -       10,367  
Loans receivable, net of allowance for loan losses of $4,845 and $5,090, respectively
    407,306       401,857  
Other real estate owned
    2,472       3,962  
Accrued interest receivable
    1,438       1,404  
Property and equipment, net
    7,140       7,259  
Deferred income taxes, net
    2,510       2,464  
Bank-owned life insurance
    21,486       21,341  
Other assets
    1,957       1,508  
                 
Total Assets
  $ 594,041     $ 601,554  
                 
Liabilities and Shareholders’ Equity
               
                 
Liabilities
               
Deposits:
               
Deposits-noninterest-bearing
  $ 24,638     $ 24,761  
Deposits-interest-bearing
    446,363       459,835  
Total Deposits
    471,001       484,596  
FHLB advances
    43,000       38,000  
Advances from borrowers for taxes and insurance
    2,911       1,118  
Accrued interest payable
    133       139  
Other liabilities
    2,383       2,295  
Total Liabilities
    519,428       526,148  
                 
Commitments and Contingencies
    -       -  
                 
Shareholders’ Equity
               
                 
Preferred stock, $0.01 par value, 10,000,000 shares authorized, none issued
    -       -  
Common stock, $0.01 par value, 40,000,000 shares authorized, issued and outstanding: 6,558,473
    66       66  
Additional paid-in capital
    60,311       60,302  
Retained earnings
    19,857       19,793  
Unearned Employee Stock Ownership Plan (ESOP) shares
    (2,030 )     (2,067 )
Accumulated other comprehensive loss
    (3,591 )     (2,688 )
Total Shareholders’ Equity
    74,613       75,406  
                 
Total Liabilities and Shareholders’ Equity
  $ 594,041     $ 601,554  
 
See notes to unaudited consolidated financial statements.
 
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Malvern Bancorp, Inc. and Subsidiaries
Consolidated Statements of Operations (Unaudited)
 
   
Three Months Ended December 31,
 
   
2013
   
2012
 
   
(Dollars in thousands, except per share data)
 
Interest and Dividend Income
           
Loans, including fees
  $ 4,527     $ 5,533  
Investment securities, taxable
    555       329  
Investment securities, tax-exempt
    54       52  
Dividends, restricted stock
    14       5  
Interest-bearing cash accounts
    15       31  
Total Interest and Dividend Income
    5,165       5,950  
Interest Expense
               
Deposits
    1,067       1,517  
Long-term borrowings
    263       430  
Total Interest Expense
    1,330       1,947  
                 
Net Interest Income
    3,835       4,003  
Provision for Loan Losses
    80       400  
Net Interest Income after Provision for Loan Losses
    3,755       3,603  
Other Income
               
Service charges and other fees
    258       331  
Rental income-other
    64       63  
Gain on sale of investments, net
    14       27  
Gain on sale of loans, net
    27       164  
Earnings on bank-owned life insurance
    145       722  
Total Other Income
    508       1,307  
Other Expense
               
Salaries and employee benefits
    2,067       1,848  
Occupancy expense
    516       482  
Federal deposit insurance premium
    191       217  
Advertising
    158       180  
Data processing
    330       319  
Professional fees
    485       364  
Other real estate owned expense, net
    13       425  
Other operating expenses
    436       458  
Total Other Expenses
    4,196       4,293  
                 
Income before income tax expense (benefit)
    67       617  
Income tax expense (benefit)
    3       (54 )
Net Income
  $ 64     $ 671  
                 
Basic Earnings Per Share
  $ 0.01     $ 0.11  
                 
 
See notes to unaudited consolidated financial statements.
 
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Malvern Bancorp, Inc. and Subsidiaries
Consolidated Statements of Comprehensive (Loss) Income (Unaudited)
 
   
Three Months Ended December 31,
 
   
2013
   
2012
 
   
(In thousands)
 
             
Net Income
  $ 64     $ 671  
                 
Other Comprehensive (Loss) Income:
               
Changes in net unrealized gains and losses on securities available for sale
    (1,354 )     5  
Gains realized in net income(1)
    (14 )     (27 )
      (1,368 )     (22 )
Deferred income tax effect
    465       8  
Total other comprehensive loss
    (903 )     (14 )
Total comprehensive (loss) income
  $ (839 )   $ 657  
 
               

(1) Amounts are included in net gains on sales of securities on the Consolidated Statements of Operations in total other income.
 Related income tax expense in the amount of $4 and $9, respectively, are included in income tax expense (benefit).
 
 
See notes to unaudited consolidated financial statements.
 
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Malvern Bancorp, Inc. and Subsidiaries
Consolidated Statements of Changes in Shareholders’ Equity (Unaudited)
 
   
Common
Stock
   
Additional
Paid-In
Capital
   
Retained Earnings
   
Treasury
Stock
   
Unearned
ESOP
Shares
   
Accumulated Other Comprehensive Income (Loss)
   
Total Shareholders’ Equity
 
   
(Dollars in thousands, except share and per share data)
 
Balance, October 1, 2012
  $ 62     $ 25,846     $ 38,596     $ (477 )   $ (2,032 )   $ 641     $ 62,636  
Net Income
    -       -       671       -       -       -       671  
Other comprehensive
loss
    -       -       -       -       -       (14 )     (14 )
Cancellation of common
stock
    (62 )     62       -       -       -       -       -  
Cancellation of treasury
stock
    -       (477 )     -       477       -       -       -  
Additional ESOP shares
converted at exchange rate of 1.0748 (18,040 shares at $10/share)
    -       180       -       -       (180 )     -       -  
Dissolution of mutual
holding company
    -       100       -       -       -       -       100  
Proceeds from issuance of common stock, net of offering expenses of $1.6 million
    66       34,567       -       -       -       -       34,633  
Committed to be released ESOP shares (3,351 shares)
    -       8       -       -       36       -       44  
Balance, December 31, 2012
  $ 66     $ 60,286     $ 39,267     $ -     $ (2,176 )   $ 627     $ 98,070  
                                                         
Balance, October 1, 2013
  $ 66     $ 60,302     $ 19,793     $ -     $ (2,067 )   $ (2,688 )   $ 75,406  
Net Income
    -       -       64       -       -       -       64  
Other comprehensive loss
    -       -       -       -       -       (903 )     (903 )
Committed to be released ESOP shares (3,600 shares)
    -       9       -       -       37       -       46  
Balance, December 31, 2013
  $ 66     $ 60,311     $ 19,857     $ -     $ (2,030 )   $ (3,591 )   $ 74,613  
 
See notes to unaudited consolidated financial statements.
 
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Malvern Bancorp, Inc. and Subsidiaries
Consolidated Statements of Cash Flows (Unaudited)
                 
     Three Months Ended December 31,  
      2013       2012  
   
(In thousands)
 
Cash Flows from Operating Activities
               
Net income
  $ 64     $ 671  
Adjustments to reconcile net income to net cash used in operating activities:
               
Depreciation expense
    163       172  
Provision for loan losses
    80       400  
Deferred income tax expense (benefit)
    419       (100 )
ESOP expense
    46       44  
Accretion of premiums and discounts on investment securities, net
    (657 )     (101 )
Amortization of loan origination fees and costs
    (87 )     (569 )
(Accretion) amortization of mortgage servicing rights
    (2 )     6  
Net gain on sale of investment securities available for sale
    (14 )     (27 )
Net gain on sale of loans
    -       (164 )
Net gain on sale of secondary market loans
    (27 )     -  
Proceeds on sale of secondary market loans
    2,007       -  
Originations of secondary market loans
    (1,980 )     -  
Gain on sale of other real estate owned
    (6 )     (96 )
Write down of other real estate owned
    11       505  
(Increase) decrease in accrued interest receivable
    (34 )     81  
Decrease in accrued interest payable
    (6 )     (28 )
Increase (decrease) increase in other liabilities
    88       (171 )
Earnings on bank-owned life insurance
    (145 )     (722 )
Increase in other assets
    (434 )     (292 )
Decrease in prepaid FDIC assessment
    -       208  
Net Cash Used in Operating Activities
    (514 )     (183 )
Cash Flows from Investing Activities
           
Proceeds from maturities and principal collections:
           
Investment securities available for sale
    3,586       9,886  
Proceeds from sales of investment securities available for sale
    824       17  
Purchases of investment securities available for sale
    (4,266 )     (14,496 )
Proceeds from sale of loans
    10,367       4,567  
Loan buyback from sale of loans
    (1,117 )     -  
Loan purchases
    (6,747 )     (4,371 )
Loan originations and principal collections, net
    2,411       10,865  
Proceeds from sale of other real estate owned
    1,496       399  
Additions to mortgage servicing rights
    (13 )     (18 )
Net (increase) decrease in restricted stock
    (198 )     493  
Purchases of property and equipment
    (44 )     (68 )
Net Cash Provided by Investing Activities
    6,299       7,274  
Cash Flows from Financing Activities
               
Net decrease in deposits
    (13,595 )     (5,912 )
Proceeds for long-term borrowings
    5,000       -  
Repayment of long-term borrowings
    -       (85 )
Increase in advances from borrowers for taxes and insurance
    1,793       3,657  
Return of excess stock subscription funds
    -       (20,841 )
Cash from mutual holding company reorganization
    -       100  
Net Cash Used in Financing Activities
    (6,802 )     (23,081 )
                 
Net Decrease in Cash and Cash Equivalents
    (1,017 )     (15,990 )
Cash and Cash Equivalents - Beginning
    23,687       131,910  
Cash and Cash Equivalents - Ending
  $ 22,670     $ 115,920  
                 
Supplementary Cash Flows Information
               
Interest paid
  $ 1,336     $ 1,975  
Income taxes paid
  $ 17     $ -  
Non-cash transfer of loans to other real estate owned
  $ 11     $ 2  
Stock subscription funds transferred to shareholders’ equity
  $ -     $ 34,633  
 
See notes to unaudited consolidated financial statements.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 1 – Organizational Structure and Nature of Operations
 
Malvern Bancorp, Inc., a Pennsylvania company (the “Company” or “Malvern Bancorp”), is the holding company for the Malvern Federal Savings Bank (“Malvern Federal Savings” or the “Bank”) and owns all of the issued and outstanding shares of the common stock of Malvern Federal Savings Bank. In connection with the “second-step” conversion and reorganization which we completed in October 2012, 3,636,875 shares of common stock, par value $0.01 per share, of the Malvern Bancorp were sold in a subscription offering to certain depositors of the Bank and other investors for $10 per share, or $36.4 million in the aggregate, and 2,921,598 shares of common stock were issued in exchange for the outstanding shares of common stock of the former federally chartered mid-tier holding company, Malvern Federal Bancorp, Inc. (the “Mid-Tier Holding Company”), held by the “public” shareholders of the Mid-Tier Holding Company (all shareholders except Malvern Federal Mutual Holding Company). Each share of common stock of the Mid-Tier Holding Company was converted into the right to receive 1.0748 shares of common stock of the new Malvern Bancorp, Inc. in the conversion and reorganization.
 
The Bank was originally organized in 1887 and is headquartered in Paoli, Pennsylvania. The Bank operates eight full service financial center offices in Chester and Delaware Counties, Pennsylvania. The Bank is primarily engaged in attracting deposits from the general public through its branch offices and using such deposits primarily to (i) originate various loan types including single-family residential mortgage loans, commercial real estate mortgage loans, construction and development loans, home equity loans and lines of credit and other consumer loans and (ii) invest in securities issued by the U.S. Government and agencies thereof, municipal and corporate debt securities and mortgage-backed securities. The Bank derives its income principally from interest earned on loans, mortgage-backed securities and investments and, to a lesser extent, from fees received in connection with the origination of loans and for other services. The Bank’s primary expenses are interest expense on deposits and borrowings and general operating expenses.
 
The Bank, as a federally chartered savings association, is subject to federal regulation and oversight by the Office of the Comptroller of the Currency (the “OCC”) extending to all aspects of its operations. The Bank is also subject to regulation and examination by the Federal Deposit Insurance Corporation (“FDIC”), which insures its deposits to the maximum extent permitted by law, and requirements established by the Federal Reserve Board. As a registered savings and loan holding company, the Company is subject to examination and supervision by the Board of Governors of the Federal Reserve System (the “Federal Reserve Board” or the “FRB”).
 
Note 2 – Summary of Significant Accounting Policies
 
Basis of Presentation and Consolidation - The consolidated financial statements include the accounts of the Company and its subsidiaries, Malvern Federal Holdings, Inc., a Delaware company, and the Bank and the Bank’s subsidiaries, Strategic Asset Management Group, Inc. (“SAMG”) and Malvern Federal Investments, Inc., a Delaware company. SAMG owns 50% of Malvern Insurance Associates, LLC. Malvern Insurance Associates, LLC offers a full line of business and personal lines of insurance products.
 
The accompanying unaudited consolidated financial statements were prepared in accordance with the instructions to Form 10-Q, and therefore, do not include all the information or footnotes necessary for a complete presentation of financial condition, operations, changes in shareholders’ equity, and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). However, all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the consolidated financial statements have been included. The results for the three months ended December 31, 2013 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2014, or any other period. All significant intercompany transactions and balances have been eliminated. The unaudited consolidated financial statements presented herein should be read in conjunction with the audited consolidated financial statements and related notes thereto included in the Company’s Annual Report on Form 10-K for the year ended September 30, 2013.
 
Use of Estimates - The preparation of consolidated financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, other real estate owned, the valuation of deferred tax assets, the evaluation of other-than-temporary impairment of investment securities and fair value measurements.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
 
Significant Group Concentrations of Credit Risk - Most of the Company’s activities are with customers located within Chester and Delaware Counties, Pennsylvania. Note 5 discusses the types of investment securities that the Company invests in. Note 6 discusses the types of lending that the Company engages in. The Company does not have any significant concentrations to any one industry or customer. Although the Company has a diversified portfolio, its debtors ability to honor their contracts is influenced by, among other factors, the region’s economy.
 
Cash and Cash Equivalents - For purposes of reporting cash flows, cash and cash equivalents include cash on hand, amounts due from depository institutions and interest bearing deposits.
 
The Company maintains cash deposits in other depository institutions that occasionally exceed the amount of deposit insurance available. Management periodically assesses the financial condition of these institutions and believes that the risk of any possible credit loss is minimal.
 
Investment Securities - Debt securities held to maturity are securities that the Company has the positive intent and the ability to hold to maturity; these securities are reported at amortized cost and adjusted for unamortized premiums and discounts. Securities held for trading are securities that are bought and held principally for the purpose of selling in the near term; these securities are reported at fair value, with unrealized gains and losses reported in current earnings. At December 31, 2013 and September 30, 2013, the Company had no investment securities classified as trading or held to maturity. Debt securities that will be held for indefinite periods of time and equity securities, including securities that may be sold in response to changes in market interest or prepayment rates, needs for liquidity and changes in the availability of and the yield of alternative investments, are classified as available for sale. Realized gains and losses are recorded on the trade date and are determined using the specific identification method. Securities held as available for sale are reported at fair value, with unrealized gains and losses, net of tax, reported as a component of accumulated other comprehensive income (“AOCI”). Management determines the appropriate classification of investment securities at the time of purchase.
 
Securities are evaluated on a quarterly basis, and more frequently when market conditions warrant such an evaluation, to determine whether declines in their value are other-than-temporary. To determine whether a loss in value is other-than-temporary, management utilizes criteria such as the reasons underlying the decline, the magnitude and duration of the decline and whether or not management intends to sell or expects that it is more likely than not that it will be required to sell the security prior to an anticipated recovery of the fair value. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value for a debt security is determined to be other-than-temporary, the other-than-temporary impairment is separated into (a) the amount of the total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income.
 
Loans Receivable - The Company, through the Bank, grants mortgage, construction, commercial and consumer loans to customers. A substantial portion of the loan portfolio is represented by residential and commercial mortgage loans secured by properties located throughout Chester County, Pennsylvania and surrounding areas. The ability of the Company’s debtors to honor their contracts is dependent upon, among other factors, the real estate and general economic conditions in this area.
 
Loans receivable that management has the intent and ability to hold until maturity or payoff are stated at their outstanding unpaid principal balances, net of an allowance for loan losses and any deferred fees and costs. Interest income is accrued on the unpaid principal balance. Loan origination fees and costs are deferred and recognized as an adjustment of the yield (interest income) of the related loans using the interest method. The Company is amortizing these amounts over the contractual lives of the loans.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
 
The loans receivable portfolio is segmented into residential loans, construction and development loans, commercial loans and consumer loans. The residential loan segment has one class, one- to four-family first lien residential mortgage loans. The construction and development loan segment consists of the following classes: residential and commercial construction and development loans and land loans. Residential construction loans are made for the acquisition of and/or construction on a lot or lots on which a residential dwelling is to be built. Commercial construction loans are made for the purpose of acquiring, developing and constructing a commercial structure. The commercial loan segment consists of the following classes: commercial real estate loans, multi-family real estate loans, and other commercial loans, which are also generally known as commercial and industrial loans or commercial business loans. The consumer loan segment consists of the following classes: home equity lines of credit, second mortgage loans and other consumer loans, primarily unsecured consumer lines of credit.
 
For all classes of loans receivable, the accrual of interest is discontinued when the contractual payment of principal or interest has become 90 days past due or management has serious doubts about further collection of principal or interest, even though the loan is currently performing. A loan may remain on accrual status if it is in the process of collection and is either guaranteed or well secured. When a loan is placed on nonaccrual status, unpaid interest credited to income in the current year is reversed and unpaid interest accrued in prior years is charged against the allowance for loan losses. Interest received on nonaccrual loans, including impaired loans, generally is either applied against principal or reported as interest income, according to management’s judgment as to the collectability of principal. Generally, loans are restored to accrual status when the obligation is brought current, has performed in accordance with the contractual terms for a reasonable period of time (generally six months) and the ultimate collectability of the total contractual principal and interest is no longer in doubt. The past due status of all classes of loans receivable is determined based on contractual due dates for loan payments.
 
In addition to originating loans, the Company purchases consumer and residential mortgage loans from brokers in our market area. Such purchases are reviewed for compliance with our underwriting criteria before they are purchased, and are generally purchased without recourse to the seller. Premiums and discounts on purchased loans are amortized as adjustments to interest income using the effective yield method.
 
Loans Held-For-Sale - Loans originated and intended for sale in the secondary market are carried at the lower of cost or estimated fair value on the consolidated balance sheet. Gains and losses on loan sales (sales proceeds minus carrying value) are recorded in noninterest income, and direct loan origination costs and fees are deferred at origination of the loan and are recognized in noninterest income upon sale of the loan. Servicing is retained at the Bank for loans sold in the secondary market and are placed as a mortgage servicing asset on the consolidated balance sheet (see “Loan Servicing” for more detail). There were no loans classified as held for sale as of December 31, 2013. As of September 30, 2013, there were $10.4 million in loans classified as held for sale. The loans held for sale at September 30, 2013 were sold in a bulk transaction to one purchaser in October 2013, they were not sold in the secondary market for residential mortgage loans.
 
Allowance for Loan Losses - The allowance for credit losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the consolidated statement of financial condition date and is recorded as a reduction to loans. Reserves for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and is recorded in other liabilities on the consolidated statement of financial condition. The allowance for loan losses (“ALLL”) is increased by the provision for loan losses and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Non-residential consumer loans are generally charged off no later than when they become 120 days past due on a contractual basis or earlier in the event of the borrower’s bankruptcy or if there is an amount deemed uncollectible. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.
 
The allowance for credit losses is maintained at a level considered adequate to provide for losses that can be reasonably estimated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, the composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
 
The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers pools of loans by loan class that are not considered impaired. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these classes of loans, as adjusted for qualitative factors. These qualitative risk factors include:
 
 
1.
Lending policies and procedures, including underwriting standards and collection, charge-off, and recovery practices.
 
2.
National, regional, and local economic and business conditions as well as the condition of various market segments, including the value of underlying collateral for collateral dependent loans.
 
3.
The nature and volume of the loan portfolio and terms of loans.
 
4.
The experience, ability, and depth of lending management and staff.
 
5.
The volume and severity of past due, classified and nonaccrual loans as well as and other loan modifications.
 
6.
The quality of the Company’s loan review system, and the degree of oversight by the Company’s Board of Directors.
 
7.
The existence and effect of any concentrations of credit and changes in the level of such concentrations.
 
8.
The value of underlying collateral.
 
The qualitative factors are applied to the historical loss rates for each class of loan. In addition, while not reported as a separate factor, changes in the value of underlying collateral (for regional property values) for collateral dependent loans is considered and addressed within the economic trends factor. A quarterly calculation is made adjusting the reserve allocation for each factor within a risk weighted range as it relates to each particular loan type, collateral type and risk rating within each segment. Data is gathered and evaluated through internal, regulatory, and government sources quarterly for each factor.
 
An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
 
In addition, the allowance calculation methodology includes further segregation of loan classes into risk rating categories. The borrower’s overall financial condition, repayment sources, guarantors and value of collateral, if appropriate, are evaluated annually for commercial loans or when credit deficiencies arise, such as delinquent loan payments, for commercial and consumer loans. Credit quality risk ratings include categories of “pass,” “special mention,” “substandard” and “doubtful.” Assets classified as “Pass” are those protected by the current net worth and paying capacity of the obligor or by the value of the underlying collateral. Assets which do not currently expose the insured institution to sufficient risk to warrant classification as substandard or doubtful but possess certain identified weaknesses are required to be designated “special mention.” If uncorrected, the potential weaknesses may result in deterioration of the repayment prospects. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected. Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.”
 
Residential Lending. Residential mortgage originations are secured primarily by properties located in the Company’s primary market area and surrounding areas. We currently originate fixed-rate, fully amortizing mortgage loans with maturities of 15 to 30 years. We also offer adjustable rate mortgage (“ARM”) loans where the interest rate either adjusts on an annual basis or is fixed for the initial one, three, five or seven years and then adjusts annually.
 
We underwrite one- to four-family residential mortgage loans with loan-to-value ratios of up to 95%, provided that the borrower obtains private mortgage insurance on loans that exceed 80% of the appraised value or sales price, whichever is less, of the secured property. We also require that title insurance, hazard insurance and, if appropriate, flood insurance be maintained on all properties securing real estate loans. We require that a licensed appraiser from our list of approved appraisers perform and submit to us an appraisal on all properties secured by a first mortgage on one- to four-family first mortgage loans.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
 
In underwriting one- to four-family residential mortgage loans, the Company evaluates both the borrower’s ability to make monthly payments and the value of the property securing the loan. Most properties securing real estate loans made by the Company are appraised by independent fee appraisers approved by the Bank’s Board of Directors. The Company generally requires borrowers to obtain an attorney’s title opinion or title insurance, and fire and property insurance (including flood insurance, if necessary) in an amount not less than the amount of the loan. Real estate loans originated by the Company generally contain a “due on sale” clause allowing the Company to declare the unpaid principal balance due and payable upon the sale of the security property. The Company has not engaged in sub-prime residential mortgage loan originations. Our single-family residential mortgage loans generally are underwritten on terms and documentation conforming to guidelines issued by Freddie Mac and Fannie Mae.
 
Construction and Development Loans. We originate construction loans for residential and, to a lesser extent, commercial uses within our market area. We generally limit construction loans to builders and developers with whom we have an established relationship, or who are otherwise known to officers of the Bank. Our construction and development loans currently in the portfolio typically have variable rates of interest tied to the prime rate which improves the interest rate sensitivity of our loan portfolio.
 
Construction and development loans generally are considered to involve a higher level of risk than one-to four-family residential lending, due to the concentration of principal in a limited number of loans and borrowers and the effect of economic conditions on developers, builders and projects. Additional risk is also associated with construction lending because of the inherent difficulty in estimating both a property’s value at completion and the estimated cost (including interest) to complete a project. The nature of these loans is such that they are more difficult to evaluate and monitor. In addition, speculative construction loans to a builder are not pre-sold and thus pose a greater potential risk than construction loans to individuals on their personal residences. In order to mitigate some of the risks inherent to construction lending, we inspect properties under construction, review construction progress prior to advancing funds, work with builders with whom we have established relationships, require annual updating of tax returns and other financial data of developers and obtain personal guarantees from the principals.
 
Commercial Lending. Commercial and multi-family real estate loans generally present a higher level of risk than loans secured by one- to four-family residences. This greater risk is due to several factors, including the concentration of principal in a limited number of loans and borrowers, the effect of general economic conditions on income producing properties and the increased difficulty of evaluating and monitoring these types of loans. Furthermore, the repayment of loans secured by commercial and multi-family real estate is typically dependent upon the successful operation of the related real estate project. If the cash flow from the project is reduced (for example, if leases are not obtained or renewed, or a bankruptcy court modifies a lease term, or a major tenant is unable to fulfill its lease obligations), the borrower’s ability to repay the loan may be impaired.
 
Most of the Company’s commercial business loans have been extended to finance local and regional businesses and include short-term loans to finance machinery and equipment purchases, inventory and accounts receivable. The commercial business loans which we originated may be either a revolving line of credit or for a fixed term of generally 10 years or less. Interest rates are adjustable, indexed to a published prime rate of interest, or fixed. Generally, equipment, machinery, real property or other corporate assets secure such loans. Personal guarantees from the business principals are generally obtained as additional collateral.
 
Consumer Lending. The Company currently originates most of its consumer loans in its primary market area and surrounding areas. The Company originates consumer loans on both a direct and indirect basis. Consumer loans generally have higher interest rates and shorter terms than residential mortgage loans; however, they have additional credit risk due to the type of collateral securing the loan or in some case the absence of collateral. As a result of the declines in the market value of real estate and the deterioration in the overall economy, we are continuing to evaluate and monitor the credit conditions of our consumer loan borrowers and the real estate values of the properties securing our second mortgage loans as part of our on-going efforts to assess the overall credit quality of the portfolio in connection with our review of the allowance for loan losses.
 
Consumer loans may entail greater credit risk than do residential mortgage loans, particularly in the case of consumer loans which are unsecured or are secured by rapidly depreciable assets, such as automobiles or recreational equipment. In such cases, any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance as a result of the greater likelihood of damage, loss or depreciation. In addition, consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be affected by adverse personal circumstances. Furthermore, the application of various federal and state laws, including bankruptcy and insolvency laws, may limit the amount which can be recovered on such loans.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
 
Once all factor adjustments are applied, general reserve allocations for each segment are calculated, summarized and reported on the ALLL summary. ALLL final schedules, calculations and the resulting evaluation process are reviewed quarterly by the Bank’s Asset Classification Committee and the Bank’s Board of Directors.
 
In addition, Federal bank regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination. Based on management’s comprehensive analysis of the loan portfolio, management believes the current level of the allowance for loan losses is adequate.
 
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed.
 
An allowance for loan losses is established for an impaired loan if its carrying value exceeds its estimated fair value. The estimated fair values of substantially all of the Company’s impaired loans are measured based on the estimated fair value of the loan’s collateral.
 
For commercial loans secured by real estate, estimated fair values are determined primarily through third-party appraisals. When a real estate secured loan becomes impaired, a decision is made regarding whether an updated appraisal of the real estate is necessary. This decision is based on various considerations, including the age of the most recent appraisal, the loan-to-value ratio based on the original appraisal and the condition of the property. Appraised values are discounted to arrive at the estimated selling price of the collateral, which is considered to be the estimated fair value. The discounts also include estimated costs to sell the property.
 
For commercial and industrial loans secured by non-real estate collateral, such as accounts receivable, inventory and equipment, estimated fair values are determined based on the borrower’s financial statements, inventory reports, accounts receivable aging or equipment appraisals or invoices. Indications of value from these sources are generally discounted based on the age of the financial information or the quality of the assets.
 
Troubled Debt Restructurings - Loans whose terms are modified are classified as troubled debt restructurings if the Company grants such borrowers concessions and it is deemed that those borrowers are experiencing financial difficulty. Concessions granted under a troubled debt restructuring may be modified by means of extending the maturity date of the loan, reducing the interest rate on the loan to a rate which is below market, a combination of rate adjustments and maturity extensions, or by other means including covenant modifications, forbearances or other concessions. However, the Company generally only restructures loans by modifying the payment structure to interest only or by reducing the actual interest rate.
 
We do not accrue interest on loans that were non-accrual prior to the troubled debt restructuring until they have performed in accordance with their restructured terms for a period of at least six months. We continue to accrue interest on troubled debt restructurings which were performing in accordance with their terms prior to the restructure and continue to perform in accordance with their restructured terms. Management evaluates the ALLL with respect to TDRs under the same policy and guidelines as all other performing loans are evaluated with respect to the ALLL.
 
Loan Servicing - Servicing assets are recognized as separate assets when rights are acquired through purchase or through sale of financial assets. For sales of mortgage loans, a portion of the cost of originating the loan is allocated to the servicing right based on relative fair value. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds and default rates and losses. Capitalized servicing rights are reported in other assets and are amortized into non-interest expense in proportion to, and over the period of, the estimated future net servicing income of the underlying financial assets.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
 
Servicing assets are evaluated for impairment based upon the fair value of the rights as compared to amortized cost. Impairment is determined by stratifying rights into tranches based on predominant risk characteristics, such as interest rate, loan type and investor type. Impairment is recognized through a valuation allowance for an individual tranche, to the extent that fair value is less than the capitalized amount for the tranche. If the Company later determines that all or a portion of the impairment no longer exists for a particular tranche, a reduction of the allowance may be recorded as an increase to income.
 
Other Real Estate Owned - Assets acquired through, or in lieu of, loan foreclosure are held for sale and are initially recorded at fair value at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed by management and the assets are carried at the lower of the previously established carrying amount or fair value less cost to sell. Revenue and expenses from operations and changes in the valuation allowance are included in other expenses from other real estate owned.
 
Restricted Stock - Restricted stock represents required investments in the common stock of a correspondent bank and is carried at cost. As of December 31, 2013 and September 30, 2013, restricted stock consisted solely of the common stock of the Federal Home Loan Bank of Pittsburgh (“FHLB”).
 
Management’s evaluation and determination of whether these investments are impaired is based on their assessment of the ultimate recoverability of their cost rather than by recognizing temporary declines in value. The determination of whether a decline affects the ultimate recoverability of an investment’s cost is influenced by criteria such as (1) the significance of the decline in net assets of the FHLB as compared to the capital stock amount for the FHLB and the length of time this situation has persisted, (2) commitments by the FHLB to make payments required by law or regulation and the level of such payments in relation to the operating performance of the FHLB, and (3) the impact of legislative and regulatory changes on institutions and, accordingly, on the customer base of the FHLB.
 
Property and Equipment - Property and equipment are carried at cost. Depreciation is computed using the straight-line and accelerated methods over estimated useful lives ranging from 3 to 39 years beginning when assets are placed in service. When assets are retired or otherwise disposed of, the cost and related accumulated depreciation are removed from the accounts and any gain or loss is reflected in income for the period. The cost of maintenance and repairs is charged to income as incurred.
 
Transfers of Financial Assets - Transfers of financial assets are accounted for as sales when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity.
 
Bank-Owned Life Insurance - The Company invests in bank owned life insurance (“BOLI”) as a source of funding for employee benefit expenses. BOLI involves the purchasing of life insurance by the Bank on a chosen group of employees. The Bank is the owner and beneficiary of the policies. This life insurance investment is carried at the cash surrender value of the underlying policies. Earnings from the increase in cash surrender value of the policies are included in other income on the statement of operations.
 
Advertising Costs - The Company follows the policy of charging the costs of advertising to expense as incurred.
 
Income Taxes - Deferred tax assets and liabilities are recognized for the future tax consequences attributable to temporary differences between the financial statement carrying amounts of existing assets and liabilities and their respective tax basis. Deferred tax assets and liabilities are measured using enacted tax rates expected to apply to taxable income in the years in which those temporary differences are expected to be recovered or settled. The effect on deferred tax assets and liabilities of a change in tax rates is recognized in income in the period that includes the enactment date. These calculations are based on many complex factors including estimates of the timing of reversals of temporary differences, the interpretation of federal income tax laws and a determination of the differences between the tax and the financial reporting basis of assets and liabilities. Actual results could differ significantly from the estimates and interpretations used in determining the current and deferred income tax assets and liabilities.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 2 – Summary of Significant Accounting Policies (Continued)
 
A valuation allowance is required to be recognized if it is “more likely than not” that a portion of the deferred tax assets will not be realized. The Company’s policy is to evaluate the deferred tax asset on a quarterly basis and record a valuation allowance for our deferred tax asset if we do not have sufficient positive evidence indicating that it is more likely than not that some or all of the deferred tax asset will be realized. The Company’s policy is to account for interest and penalties as components of income tax expense.
 
Commitments and Contingencies - In the ordinary course of business, the Company has entered into off-balance sheet financial instruments consisting of commitments to extend credit and standby letters of credit. Such financial instruments are recorded in the statement of financial condition when they are funded.
 
Segment Information - The Company has one reportable segment, “Community Banking.” All of the Company’s activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the others. For example, lending is dependent upon the ability of the Company to fund itself with deposits and other borrowings and manage interest rate and credit risk. Accordingly, all significant operating decisions are based upon analysis of the Company as one segment or unit.
 
Comprehensive Income - Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available for sale investment securities, are reported as a separate component of the shareholders’ equity section of the statement of financial condition, such items, along with net income, are components of comprehensive income.
 
Recent Accounting Pronouncements - In January 2014, the Financial Accounting Standards Board (“FASB”) issued Accounting Standards Update (“ASU”) No. 2014-04, “Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40) - Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure.” The amendments are intended to clarify when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan should be derecognized and the real estate recognized. These amendments clarify that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either: (a) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure; or (b) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. Additional disclosures are required. The amendments are effective for annual periods and interim periods within those annual periods beginning after December 15, 2014. We have not determined the effect that the adoption of this ASU will have on our financial position or results of operations.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 3 – Earnings Per Share
 
Basic earnings per common share is computed based on the weighted average number of shares outstanding reduced by unearned ESOP shares. Diluted earnings per share is computed based on the weighted average number of shares outstanding and common stock equivalents (“CSEs”) that would arise from the exercise of dilutive securities reduced by unearned ESOP shares. As of December 31, 2013 and for the three months ended December 31, 2013 and 2012 the Company had not issued and did not have any outstanding CSEs and, at the present time, the Company’s capital structure has no potential dilutive securities.
 
The following table sets forth the composition of the weighted average shares (denominator) used in the earnings per share computations.
 
   
Three Months Ended December 31,
 
   
2013
   
2012
 
   
(Dollars in thousands, except per share data)
 
             
Net Income
  $ 64     $ 671  
                 
Weighted average shares outstanding
    6,558,473       6,503,954  
Average unearned ESOP shares
    (184,941 )     (197,215 )
Weighted average shares outstanding – basic
    6,373,532       6,306,739  
                 
Earnings per share – basic
  $ 0.01     $ 0.11  
 
Note 4 – Employee Stock Ownership Plan
 
The Company established an employee stock ownership plan (“ESOP”) for substantially all of its full-time employees. Certain senior officers of the Bank have been designated as Trustees of the ESOP. Shares of the Company’s common stock purchased by the ESOP are held until released for allocation to participants. Shares released are allocated to each eligible participant based on the ratio of each such participant’s base compensation to the total base compensation of all eligible plan participants. As the unearned shares are committed to be released and allocated among participants, the Company recognizes compensation expense equal to the fair value of the ESOP shares during the periods in which they become committed to be released. To the extent that the fair value of the ESOP shares released differs from the cost of such shares, the difference is charged or credited to additional paid-in capital. During the period from May 20, 2008 to September 30, 2008, the ESOP purchased 241,178 shares of the common stock for approximately $2.6 million, an average price of $10.86 per share, which was funded by a loan from Malvern Federal Bancorp, Inc. The ESOP loan is being repaid principally from the Bank’s contributions to the ESOP. The loan, which bears an interest rate of 5%, is being repaid in quarterly installments through 2026. Shares are released to participants proportionately as the loan is repaid. During the three months ended December 31, 2013 and 2012, there were 3,600 and 3,351 shares, respectively, committed to be released. At December 31, 2013, there were 183,165 unallocated shares and 76,053 allocated shares held by the ESOP which had an aggregate fair value of approximately $2.0 million.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 5 - Investment Securities
 
At December 31, 2013 and September 30, 2013, the Company’s mortgage-backed securities consisted solely of securities backed by residential mortgage loans. The Company held no mortgage-backed securities backed by commercial mortgage loans at either date.
 
Investment securities available for sale at December 31, 2013 and September 30, 2013 consisted of the following:
                                 
   
December 31, 2013
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
   
(In thousands)
 
                         
U.S. government agencies
  $ 20,565     $ 2     $ (918 )   $ 19,649  
State and municipal obligations
    11,568       3       (558 )     11,013  
Single issuer trust preferred security
    1,000       -       (185 )     815  
Corporate debt securities
    1,755       23       (3 )     1,775  
      34,888       28       (1,664 )     33,252  
Mortgage-backed securities:
                               
FNMA:
                               
Adjustable-rate
    1,934       49       (2 )     1,981  
Fixed-rate
    18,650       7       (1,215 )     17,442  
FHLMC:
                               
Adjustable-rate
    5,927       9       (18 )     5,918  
Fixed-rate
    13,148       -       (695 )     12,453  
CMO, fixed-rate
    54,719       91       (2,030 )     52,780  
      94,378       156       (3,960 )     90,574  
    $ 129,266     $ 184     $ (5,624 )   $ 123,826  
 
   
September 30, 2013
 
   
Amortized
Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
   
Fair
Value
 
   
(In thousands)
 
                         
U.S. government agencies
  $ 20,108     $ 7     $ (683 )   $ 19,432  
State and municipal obligations
    12,381       19       (462 )     11,938  
Single issuer trust preferred security
    1,000       -       (190 )     810  
Corporate debt securities
    1,756       28       (2 )     1,782  
      35,245       54       (1,337 )     33,962  
Mortgage-backed securities:
                               
FNMA:
                               
Adjustable-rate
    1,967       52       (5 )     2,014  
Fixed-rate
    18,967       6       (882 )     18,091  
FHLMC:
                               
Adjustable-rate
    5,032       11       (22 )     5,021  
Fixed-rate
    13,391       -       (541 )     12,850  
CMO, fixed-rate
    54,137       122       (1,530 )     52,729  
      93,494       191       (2,980 )     90,705  
    $ 128,739     $ 245     $ (4,317 )   $ 124,667  
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 5 - Investment Securities (Continued)
 
During the first quarter of fiscal 2014, proceeds from sales of securities available for sale were $824,000. Gross gains of $14,000 were realized on these sales. During the first quarter of fiscal 2013, a municipal security in a loss position of $10,000 was sold for approximately $17,000, which resulted in a gain of approximately $27,000.
 
The following tables summarize the Company’s aggregate investments at December 31, 2013 and September 30, 2013 that were in an unrealized loss position.
 
   
December 31, 2013
 
   
Less than 12 Months
   
More than 12 Months
   
Total
 
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized Losses
 
   
(In thousands)
 
Investment Securities Available
 for Sale:
                                   
U.S. government agencies
  $ 18,826     $ (918 )   $ -     $ -     $ 18,826     $ (918 )
 State and municipal obligations
    8,941       (474 )     1,702       (84 )     10,643       (558 )
 Single issuer trust preferred
 security
    -       -       815       (185 )     815       (185 )
Corporate securities
    499       (3 )     -               499       (3 )
Mortgage-backed securities:
                                               
FNMA:
                                               
Adjustable-rate
    961       (2 )     -               961       (2 )
Fixed-rate
    17,343       (1,215 )     -               17,343       (1,215 )
FHLMC:
                                               
Adjustable-rate
    3,811       (18 )     -               3,811       (18 )
Fixed-rate
    12,453       (695 )     -               12,453       (695 )
CMO, fixed-rate
    41,989       (1,996 )     904       (34 )     42,893       (2,030 )
    $ 104,823     $ (5,321 )   $ 3,421     $ (303 )   $ 108,244     $ (5,624 )
 
   
September 30, 2013
 
   
Less than 12 Months
   
More than 12 Months
   
Total
 
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized
Losses
   
Fair Value
   
Unrealized Losses
 
   
(In thousands)
 
Investment Securities Available
 for Sale:
                                   
U.S. government agencies
  $ 18,104     $ (683 )   $ -     $ -     $ 18,104     $ (683 )
 State and municipal obligations
    10,748       (462 )     -       -       10,748       (462 )
 Single issuer trust preferred 
security
    -       -       810       (190 )     810       (190 )
Corporate securities
    249       (2 )     -       -       249       (2 )
Mortgage-backed securities:
                                               
FNMA:
                                               
Adjustable-rate
    966       (5 )     -       -       966       (5 )
Fixed-rate
    17,990       (882 )     -       -       17,990       (882 )
FHLMC:
                                               
Adjustable-rate
    4       (22 )     -       -       4       (22 )
Fixed-rate
    12,850       (541 )     -       -       12,850       (541 )
CMO, fixed-rate
    43,271       (1,530 )     -       -       43,271       (1,530 )
    $ 104,182     $ (4,127 )   $ 810     $ (190 )   $ 104,992     $ (4,317 )
 
17


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Notes to Consolidated Financial Statements (Unaudited)
 
Note 5 - Investment Securities (Continued)
 
As of December 31, 2013, the estimated fair value of the securities disclosed above was primarily dependent upon the movement in market interest rates particularly given the negligible inherent credit risk associated with these securities. These investment securities are comprised of securities that are rated investment grade by at least one bond credit rating service. Although the fair value will fluctuate as the market interest rates move, management believes that these fair values will recover as the underlying portfolios mature and are reinvested in market rate yielding investments. As of December 31, 2013, the Company held 22 U.S. government agency securities, 30 tax-free municipal bonds, two corporate securities, 71 mortgage-backed securities and one single issuer trust preferred security which were in an unrealized loss position. The Company does not intend to sell and expects that it is not more likely than not that it will be required to sell these securities until such time as the value recovers or the securities mature. Management does not believe any individual unrealized loss as of December 31, 2013 represents other-than-temporary impairment.
 
During the quarter ended December 31, 2013, the gross unrealized loss of the single issuer trust preferred security improved by $5,000 from an unrealized loss at September 30, 2013 of $190,000 to an unrealized loss of $185,000 as of December 31, 2013. Increases in long-term interest rate, specifically the 10-year U.S. Treasury bond during the period, caused the pricing of agency securities, mortgage-backed securities, and trust preferred securities to decrease. On a quarterly basis, management will continue to monitor the performance of this security and the markets to determine the true economic value of this security.
 
At December 31, 2013 and September 30, 2013 the Company had no securities pledged to secure public deposits.
 
The amortized cost and fair value of debt securities by contractual maturity at December 31, 2013 follows:
 
   
Available For Sale
 
   
Amortized
   
Fair
 
   
Cost
   
Value
 
   
(In thousands)
 
             
Within 1 year
  $ 2,071     $ 1,888  
Over 1 year through 5 years
    6,357       6,282  
After 5 years through 10 years
    24,992       23,697  
Over 10 years
    1,468       1,385  
      34,888       33,252  
Mortgage-backed securities
    94,378       90,574  
    $ 129,266     $ 123,826  
 
18


Table of Contents

 

 
Notes to Consolidated Financial Statements (Unaudited)
 
Note 6 - Loans Receivable and Related Allowance for Loan Losses
 
Loans receivable in the Company’s portfolio (which does not include loans held for sale) consisted of the following at the dates indicated below:
 
   
December 31, 2013
   
September 30, 2013
 
   
(In thousands)
 
             
Residential mortgage
  $ 246,139     $ 239,900  
Construction and Development:
               
Residential and commercial
    7,213       6,672  
Land
    2,148       2,439  
Total Construction and Development
    9,361       9,111  
Commercial:
               
Commercial real estate
    70,511       70,571  
Multi-family
    2,051       1,971  
Other
    5,913       5,573  
Total Commercial
    78,475       78,115  
Consumer:
               
Home equity lines of credit
    20,649       20,431  
Second mortgages
    52,532       54,532  
Other
    2,809       2,648  
Total Consumer
    75,990       77,611  
                 
Total loans
    409,965       404,737  
                 
Deferred loan costs, net
    2,186       2,210  
Allowance for loan losses
    (4,845 )     (5,090 )
                 
Total loans receivable, net
  $ 407,306     $ 401,857  
 
19


Table of Contents

 

 
Notes to Consolidated Financial Statements (Unaudited)
 
Note 6 - Loans Receivable and Related Allowance for Loan Losses (Continued)
 
The following tables summarize the primary classes of the allowance for loan losses (“ALLL”), segregated into the amount required for loans individually evaluated for impairment and the amount required for loans collectively evaluated for impairment as of December 31, 2013 and September 30, 2013. Activity in the allowance is presented for the three months ended December 31, 2013 and 2012 and the year ended September 30, 2013, respectively.
 
   
Three Months Ended December 31, 2013
 
         
Construction and
Development
   
Commercial
   
Consumer
             
   
Residential
Mortgage
   
Residential
and
Commercial
   
Land
   
Commercial
Real
Estate
   
Multi-
family
   
Other
   
Home
Equity
Lines of
Credit
   
Second
Mortgages
   
Other
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for loan losses:
                                                                 
Beginning balance
  $ 1,414     $ 164     $ 56     $ 1,726     $ 40     $ 59     $ 137     $ 1,393     $ 22     $ 79     $ 5,090  
Charge-offs
    -       (37 )     -       -       -       -       (14 )     (320 )     (2 )     -       (373 )
Recoveries
    11       -       -       2       -       1       -       33       1       -       48  
Provision
    255       66       (3 )     (295 )     (14 )     14       7       36       2       12       80  
Ending Balance
  $ 1,680     $ 193     $ 53     $ 1,433     $ 26     $ 74     $ 130     $ 1,142     $ 23     $ 91     $ 4,845  
Ending balance:
 individually
 evaluated for
 impairment
  $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  
Ending balance:
 collectively
 evaluated for
 impairment
  $ 1,680     $ 193     $ 53     $ 1,433     $ 26     $ 74     $ 130     $ 1,142     $ 23     $ 91     $ 4,845  
                                                                                         
Loans receivable:
                                                                                       
Ending balance
  $ 246,139     $ 7,213     $ 2,148     $ 70,511     $ 2,051     $ 5,913     $ 20,649     $ 52,532     $ 2,809             $ 409,965  
Ending balance:
 individually
 evaluated for
 impairment
  $ 1,821     $ 993     $ 237     $ -     $ -     $ 900     $ 20     $ 583     $ -             $ 4,554  
Ending balance:
 collectively
 evaluated for
 impairment
  $ 244,318     $ 6,220     $ 1,911     $ 70,511     $ 2,051     $ 5,013     $ 20,629     $ 51,949     $ 2,809             $ 405,411  
 
20


Table of Contents

 

 
Notes to Consolidated Financial Statements (Unaudited)
 
Note 6 - Loans Receivable and Related Allowance for Loan Losses (Continued)
 
   
Three Months Ended December 31, 2012
 
         
Construction and Development
   
Commercial
   
Consumer
             
   
Residential Mortgage
   
Residential and Commercial
   
Land
   
Commercial Real
Estate
   
Multi-family
   
Other
   
Home Equity Lines of Credit
   
Second Mortgages
   
Other
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for loan losses:
                                                                 
Beginning balance
  $ 1,487     $ 724     $ 11     $ 3,493     $ 10     $ 226     $ 160     $ 1,389     $ 16     $ 65     $ 7,581  
Charge-offs
    (44 )     (50 )     -       (155 )     -       -       -       (184 )     (4 )     -       (437 )
Recoveries
    -       -       -       -       -       21       1       5       -       -       27  
Provision
    42       528       (3 )     (349 )     92       (162 )     8       275       -       (31 )     400  
Ending Balance
  $ 1,485     $ 1,202     $ 8     $ 2,989     $ 102     $ 85     $ 169     $ 1,485     $ 12     $ 34     $ 7,571  
Ending balance:
 individually
 evaluated
 for impairment
  $ -     $ -     $ -     $ 335     $ -     $ -     $ -     $ -     $ -     $ -     $ 335  
Ending balance:
 collectively
 evaluated for
 impairment
  $ 1,485     $ 1,202     $ 8     $ 2,654     $ 102     $ 85     $ 169     $ 1,485     $ 12     $ 34     $ 7,236  
                                                                                         
Loans receivable:
                                                                                       
Ending balance
  $ 231,463     $ 18,580     $ 3,285     $ 103,086     $ 2,172     $ 7,447     $ 21,968     $ 62,672     $ 848             $ 451,521  
Ending balance:
 individually
 evaluated for
 impairment
  $ 4,423     $ 2,707     $ -     $ 5,105     $ -     $ 175     $ 22     $ 723     $ -             $ 13,155  
Ending balance:
 collectively
 evaluated for
 impairment
  $ 227,040     $ 15,873     $ 3,285     $ 97,981     $ 2,172     $ 7,272     $ 21,946     $ 61,949     $ 848             $ 438,366  
 
21


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Notes to Consolidated Financial Statements (Unaudited)
 
Note 6 - Loans Receivable and Related Allowance for Loan Losses (Continued)
 
   
Year Ended September 30, 2013
 
         
Construction and Development
   
Commercial
   
Consumer
             
   
Residential Mortgage
   
Residential and Commercial
   
Land
   
Commercial Real
Estate
   
Multi-family
   
Other
   
Home Equity Lines of Credit
   
Second Mortgages
   
Other
   
Unallocated
   
Total
 
   
(In thousands)
 
Allowance for loan losses:
                                                                 
Beginning balance
  $ 1,487     $ 724     $ 11     $ 3,493     $ 10     $ 226     $ 160     $ 1,389     $ 16     $ 65     $ 7,581  
Charge-offs
    (994 )     (5,768 )     (99 )     (6,315 )     -       (94 )     -       (1,042 )     (9 )     -       (14,321 )
Recoveries
    199       -       -       117       -       23       17       235       4       -       595  
Provision
    722       5,208       144       4,431       30       (96 )     (40 )     811       11       14       11,235  
Ending Balance
  $ 1,414     $ 164     $ 56     $ 1,726     $ 40     $ 59     $ 137     $ 1,393     $ 22     $ 79     $ 5,090  
Ending balance:
 individually
 evaluated
 for impairment
  $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -     $ -  
Ending balance:
 collectively
 evaluated for
 impairment
  $ 1,414     $ 164     $ 56     $ 1,726     $ 40     $ 59     $ 137     $ 1,393     $ 22     $ 79     $ 5,090  
                                                                                         
Loans receivable:
                                                                                       
Ending balance
  $ 239,900     $ 6,672     $ 2,439     $ 70,571     $ 1,971     $ 5,573     $ 20,431     $ 54,532     $ 2,648             $ 404,737  
Ending balance:
 individually
 evaluated for
 impairment
  $ 1,295     $ 209     $ 237     $ -     $ -     $ 900     $ 34     $ 572     $ -             $ 3,247  
Ending balance:
 collectively
 evaluated for
 impairment
  $ 238,605     $ 6,463     $ 2,202     $ 70,571     $ 1,971     $ 4,673     $ 20,397     $ 53,960     $ 2,648             $ 401,490  
 
22


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Notes to Consolidated Financial Statements (Unaudited)
 
Note 6 - Loans Receivable and Related Allowance for Loan Losses (Continued)
 
The following table presents impaired loans in portfolio by class, segregated by those for which a specific allowance was required and those for which a specific allowance was not necessary as of December 31, 2013 and September 30, 2013.
 
   
Impaired Loans With Specific Allowance
   
Impaired
Loans
With No
Specific Allowance
   
Total Impaired Loans
 
   
Recorded Investment
   
Related Allowance
   
Recorded Investment
   
Recorded Investment
   
Unpaid
Principal Balance
 
   
(In thousands)
 
December 31, 2013:
                             
Residential mortgage
  $ -     $ -     $ 1,821     $ 1,821     $ 2,046  
Construction and Development:
                                       
Residential and commercial
    -       -       993       993       1,581  
Land
    -       -       237       237       337  
Commercial:
                                       
Other
    -       -       900       900       900  
Consumer:
                                       
Home equity lines of credit
    -       -       20       20       36  
Second mortgages
    -       -       583       583       988  
Total impaired loans
  $ -     $ -     $ 4,554     $ 4,554     $ 5,888  
                                         
September 30, 2013:
                                       
Residential mortgage
  $ -     $ -     $ 1,295     $ 1,295     $ 1,510  
Construction and Development:
                                       
Residential and commercial
    -       -       209       209       297  
Land
    -       -       237       237       337  
Commercial:
                                       
Other
    -       -       900       900       900  
Consumer:
                                       
Home equity lines of credit
    -       -       34       34       50  
Second mortgages
    -       -       572       572       1,101  
Total impaired loans
  $ -     $ -     $ 3,247     $ 3,247     $ 4,195  
 
23


Table of Contents

 

 
Notes to Consolidated Financial Statements (Unaudited)
 
Note 6 - Loans Receivable and Related Allowance for Loan Losses (Continued)
 
The following table presents the average recorded investment in impaired loans in portfolio and related interest income recognized for three months ended December 31, 2013 and 2012.
 
   
Average
Impaired
Loans
   
Interest Income Recognized on Impaired Loans
   
Cash Basis Collection on Impaired Loans
 
   
(In thousands)
 
Three Months Ended December 31, 2013:
                 
Residential mortgage
  $ 1,363     $ 10     $ 16  
Construction and Development:
                       
Residential and commercial
    411       3       899  
Land
    237       3       3  
Commercial:
                       
Other
    900       7       7  
Consumer:
                       
Home equity lines of credit
    21       -       -  
Second mortgages
    570       6       9  
Total
  $ 3,502     $ 29     $ 934  
                         
                         
Three Months Ended December 31, 2012:
                       
Residential mortgage
  $ 4,162     $ 11     $ 18  
Construction and Development:
                       
Residential and commercial
    3,566       -       152  
Commercial:
                       
Commercial real estate
    4,874       49       70  
Multi-family
    176       2       2  
Consumer:
                       
Home equity lines of credit
    22       -       1  
Second mortgages
    524       -       1  
Total
  $ 13,324     $ 62     $ 244  
 
24


Table of Contents

 

 
Notes to Consolidated Financial Statements (Unaudited)
 
Note 6 - Loans Receivable and Related Allowance for Loan Losses (Continued)
 
The following table presents the classes of the loan portfolio summarized by loans considered to be rated as pass and the categories of special mention, substandard and doubtful within the Company’s internal risk rating system as of December 31, 2013 and September 30, 2013.
 
   
Pass
   
Special
Mention
   
Substandard
   
Doubtful
   
Total
 
   
(In thousands)
 
                               
December 31, 2013:
                             
Residential mortgage
  $ 244,066     $ 142     $ 1,931     $ -     $ 246,139  
Construction and Development:
                                       
Residential and commercial
    5,880       -       1,333       -       7,213  
Land
    1,911       -       237       -       2,148  
Commercial:
                                       
Commercial real estate
    67,001       2,241       1,269       -       70,511  
Multi-family
    2,051       -       -       -       2,051  
Other
    4,707       306       900       -       5,913  
Consumer:
                                       
Home equity lines of credit
    20,629       -       20       -       20,649  
Second mortgages
    51,935       14       583       -       52,532  
Other
    2,790       19       -       -       2,809  
Total
  $ 400,970     $ 2,722     $ 6,273     $ -     $ 409,965  
                                         
                                         
September 30, 2013:
                                       
Residential mortgage
  $ 238,461     $ 144     $ 1,295     $ -     $ 239,900  
Construction and Development:
                                       
Residential and commercial
    5,564       159       949       -       6,672  
Land
    2,202       -       237       -       2,439  
Commercial:
                                       
Commercial real estate
    67,028       3,166       377       -       70,571  
Multi-family
    1,971       -       -       -       1,971  
Other
    4,363       310       900       -       5,573  
Consumer:
                                       
Home equity lines of credit
    20,397       -       34       -       20,431  
Second mortgages
    53,790       14       728       -       54,532  
Other
    2,625       23       -       -       2,648  
Total
  $ 396,401     $ 3,816     $ 4,520     $ -     $ 404,737  
 
25


Table of Contents

 

 
Notes to Consolidated Financial Statements (Unaudited)
 
Note 6 - Loans Receivable and Related Allowance for Loan Losses (Continued)
 
The following table presents loans that are no longer accruing interest by portfolio class.
 
   
December 31, 2013
   
September 30, 2013
 
   
(In thousands)
 
Non-accrual loans:
           
Residential mortgage
  $ 1,821     $ 1,295  
Construction and Development:
               
Residential and commercial
    484       -  
Consumer:
                
Home equity lines of credit
    20       34  
Second mortgages
    583       572  
Total non-accrual loans
  $ 2,908     $ 1,901  
 
Under the Bank’s loan policy, once a loan has been placed on non-accrual status, we do not resume interest accruals until the loan has been brought current and has maintained a current payment status for not less than six consecutive months. Interest income that would have been recognized on nonaccrual loans had they been current in accordance with their original terms was $46,000 and $171,000 for the three months ended December 31, 2013 and 2012, respectively. There were no loans past due 90 days or more and still accruing interest at December 31, 2013 or September 30, 2013.
 
26


Table of Contents

 

 
Notes to Consolidated Financial Statements (Unaudited)
 
Note 6 - Loans Receivable and Related Allowance for Loan Losses (Continued)
 
Management further monitors the performance and credit quality of the loan portfolio by analyzing the age of the portfolio as determined by whether a loan payment is “current,” that is, it is received from a borrower by the scheduled due date, or the length of time a scheduled payment is past due. The following table presents the classes of the loan portfolio summarized by the aging categories as of December 31, 2013 and September 30, 2013.
 
   
Current
   
30-59
Days Past
Due
   
60-89
Days Past
Due
   
Greater
Than 90 Days Past Due
   
Total
Past Due
   
Total Loans Receivable
 
   
(In thousands)
 
December 31, 2013:
                                   
Residential mortgage
  $ 242,194     $ 1,822     $ 302     $ 1,821     $ 3,945     $ 246,139  
Construction and Development:
                                               
Residential and commercial
    6,729       -       -       484       484       7,213  
Land
    2,148       -       -       -       -       2,148  
Commercial:
                                               
Commercial real estate
    70,511       -       -       -       -       70,511  
Multi-family
    2,051       -       -       -       -       2,051  
Other
    5,913       -       -       -       -       5,913  
Consumer:
                                               
Home equity lines of credit
    20,603       -       26       20       46       20,649  
Second mortgages
    50,694       1,132       123       583       1,838       52,532  
Other
    2,809       -       -       -       -       2,809  
Total
  $ 403,652     $ 2,954     $ 451     $ 2,908     $ 6,313     $ 409,965  
                                                 
September 30, 2013:
                                               
Residential mortgage
  $ 237,584     $ 820     $ 201     $ 1,295     $ 2,316     $ 239,900  
Construction and Development:
                                               
Residential and commercial
    6,672       -       -       -       -       6,672  
Land
    2,439       -       -       -       -       2,439  
Commercial:
                                               
Commercial real estate
    70,416       -       155       -       155       70,571  
Multi-family
    1,971       -       -       -       -       1,971  
Other
    5,573       -       -       -       -       5,573  
Consumer:
                                               
Home equity lines of credit
    20,397       -       -       34       34       20,431  
Second mortgages
    52,698       1,022       240       572       1,834       54,532  
Other
    2,643       4       1       -       5       2,648  
Total
  $ 400,393     $ 1,846     $ 597     $ 1,901     $ 4,344     $ 404,737  
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 6 - Loans Receivable and Related Allowance for Loan Losses (Continued)
 
Restructured loans deemed to be TDRs in accordance with ASC 310-10-35 are typically the result of extension of the loan maturity date or a reduction of the interest rate of the loan to a rate that is below market, a combination of rate and maturity extension, or by other means including covenant modifications, forbearance and other concessions. However, the Company generally only restructures loans by modifying the payment structure to require payments of interest only for a specified period or by reducing the actual interest rate. Once a loan becomes a TDR, it will continue to be reported as a TDR during the term of the restructure.
 
The Company had nine and seven loans classified as TDRs with an outstanding balance of $2.1 million and $1.3 million at December 31, 2013 and September 30, 2013, respectively. Of the total TDR loans, seven loans deemed TDRs with an aggregate balance of $1.6 million at December 31, 2013 were classified as impaired; however, they were performing prior to the restructure and continued to perform under their restructured terms through December 31, 2013, and, accordingly, were deemed to be performing loans at December 31, 2013 and we continued to accrue interest on such loans through such date. At December 31, 2013, two TDRs with an aggregate balance of $484,000 were deemed non-accruing TDRs. The $484,000 of TDRs deemed non-accruing TDRs, which were also deemed impaired at December 31, 2013, were comprised of two construction and development loans at December 31, 2013. At September 30, 2013, seven loans deemed TDRs with an aggregate balance of $1.3 million were classified as impaired; however, they were performing prior to the restructure and continued to perform under their restructured terms as of September 30, 2013, and, accordingly, were deemed to be performing loans at September 30, 2013 and we continued to accrue interest on such loans through such date. At September 30, 2013, none of our TDRs were deemed non-accruing TDRs. All of such loans have been classified as TDRs since we modified the payment terms and in some cases interest rate from the original agreements and allowed the borrowers, who were experiencing financial difficulty, to make interest only payments for a period of time in order to relieve some of their overall cash flow burden. Some loan modifications classified as TDRs may not ultimately result in the full collection of principal and interest, as modified, and result in potential incremental losses. These potential incremental losses have been factored into our overall estimate of the allowance for loan losses. The level of any defaults will likely be affected by future economic conditions. A default on a troubled debt restructured loan for purposes of this disclosure occurs when the borrower is 90 days past due or a foreclosure or repossession of the applicable collateral has occurred.
 
The following table presents our TDR loans as of December 31, 2013 and September 30, 2013.
 
   
Total Troubled Debt
Restructurings
   
Troubled Debt Restructured Loans
That Have Defaulted on Modified
Terms YTD
 
   
Number of
Loans
   
Recorded
Investment
   
Number of
Loans
   
Recorded
Investment
 
   
(Dollars in thousands)
 
                         
At December 31, 2013:
                       
Construction and Development:
                       
Residential and commercial
    7     $ 993       2     $ 484  
Land
    1       237       -       -  
Commercial:
                               
Other
    1       900       -       -  
Total
    9     $ 2,130       2     $ 484  
                                 
At September 30, 2013:
                               
Construction and Development:
                               
Residential and commercial
    5     $ 209       -     $ -  
Land
    1       237       -       -  
Commercial:
                               
Other
    1       900       -       -  
Total
    7     $ 1,346       -     $ -  
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 6 - Loans Receivable and Related Allowance for Loan Losses (Continued)
 
The following table reports the performing status of TDR loans. The performing status is determined by the loans compliance with the modified terms.
 
   
December 31, 2013
   
September 30, 2013
 
   
Performing
   
Non-Performing
   
Performing
   
Non-Performing
 
   
(In thousands)
 
                         
Construction and Development:
                       
Residential and commercial
  $ 509     $ 484     $ 209     $ -  
Land
    237       -       237       -  
Commercial:
                               
Other
    900       -       900       -  
Total
  $ 1,646     $ 484     $ 1,346     $ -  
 
There was no TDR activity for the three months ended December 31, 2012. The following table shows the TDR activity for the three months ended December 31, 2013.
                                     
   
December 31, 2013
   
December 31, 2012
 
   
Restructured During Period
 
   
Number of Loans
   
Pre-Modifications Outstanding Recorded Investments
   
Post-Modifications Outstanding Recorded Investments
   
Number of Loans
   
Pre-Modifications Outstanding Recorded Investments
   
Post-Modifications Outstanding Recorded Investments
 
   
(Dollars in thousands)
 
Troubled Debt Restructurings:
                                   
Construction and Development:
                                   
Residential and commercial
    2     $ 484     $ 484       -     $ -     $ -  
Total troubled debt restructurings
    2     $ 484     $ 484       -     $ -     $ -  
 
Note 7 - Regulatory Matters
 
The Bank is subject to various regulatory capital requirements administered by the federal banking agencies. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material effect on the Bank’s financial statements. Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classifications are also subject to qualitative judgments by the regulators about components, risk-weightings and other factors.
 
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of tangible and core capital (as defined in the regulations) to total adjusted tangible assets (as defined) and of risk-based capital (as defined) to risk-weighted assets (as defined).
 
Management believes, as of December 31, 2013, that the Bank met all capital adequacy requirements to which it was subject including individual minimum capital ratios imposed by the Office of the Comptroller of the Currency of 8.5% Tier 1 capital to adjusted total assets, 10.5% Tier 1 risk-based capital to risk-weighted assets and 12.5% total risk-based capital to risk-weighted assets.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 7 - Regulatory Matters (Continued)
 
The Bank’s actual capital amounts and ratios are also presented in the table:
                                     
   
Actual
   
For Capital Adequacy
Purposes
   
To be Well Capitalized
under Prompt
Corrective Action
Provisions
 
   
Amount
   
Ratio
   
Amount
   
Ratio
   
Amount
   
Ratio
 
   
(Dollars in thousands)
 
                                     
As of December 31, 2013:
                                   
Tangible Capital (to tangible assets)
  $ 64,581       11.06 %   $ ≥  8,762       ≥1.50 %     N/A        
Core Capital (to adjusted tangible assets)
    64,581       11.06       ≥23,364       ≥4.00     $ ≥29,205        ≥   5.00 %
Tier 1 Capital (to risk-weighted assets)
    64,581       18.18       ≥14,213       ≥4.00       ≥21,320         ≥   6.00  
Total risk-based Capital (to risk-weighted assets)
    69,028       19.43       28,426       ≥8.00       ≥35,533       ≥10.00  
                                                 
As of September 30, 2013:
                                               
Tangible Capital (to tangible assets)
  $ 64,524       10.91 %   $ ≥  8,874       ≥1.50 %     N/A          
Core Capital (to adjusted tangible assets)
    64,524       10.91       ≥23,664       ≥4.00     $ ≥29,580       ≥  5.00 %
Tier 1 Capital (to risk-weighted assets)
    64,524       17.72       ≥14,566       ≥4.00       ≥21,849       ≥  6.00  
Total risk-based Capital (to risk-weighted assets)
    69,084       18.97       ≥29,132       ≥8.00       ≥36,415       ≥10.00  
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 8 - Fair Value Measurements
 
The Company follows FASB ASC Topic 820 “Fair Value Measurements,” to record fair value adjustments to certain assets and to determine fair value disclosures for the Company’s financial instruments. Investment and mortgage-backed securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans, real estate owned and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets.
 
The Company groups its assets at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:
 
Level 1—
Valuation is based upon quoted prices for identical instruments traded in active markets.
 
Level 2—
Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
 
Level 3—
Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset.
 
The Company bases its fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy.
 
Fair value measurements for assets where there exists limited or no observable market data and, therefore, are based primarily upon the Company’s or other third-party’s estimates, are often calculated based on the characteristics of the asset, the economic and competitive environment and other factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, could significantly affect the results of current or future valuations.
 
FASB ASC Topic 825 “Financial Instruments” provides an option to elect fair value as an alternative measurement for selected financial assets and financial liabilities not previously recorded at fair value. The fair value of a financial instrument is the current amount that would be exchanged between willing parties, other than in a forced liquidation.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 8 - Fair Value Measurements (Continued)
 
The table below presents the balances of assets measured at fair value on a recurring basis:
 
   
December 31, 2013
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
   
(In thousands)
 
                         
Investment securities available for sale:
                       
Debt securities:
                       
U.S. government agencies
  $ 19,649     $ -     $ 19,649     $ -  
State and municipal obligations
    11,013       -       11,013       -  
Single issuer trust preferred security
    815       -       815       -  
Corporate debt securities
    1,775       -       1,775       -  
Total investment securities available for sale
    33,252       -       33,252       -  
                                 
Mortgage-backed securities available for sale:
                               
FNMA:
                               
Adjustable-rate
    1,981       -       1,981       -  
Fixed-rate
    17,442       -       17,442       -  
FHLMC:
                               
Adjustable-rate
    5,918       -       5,918       -  
Fixed-rate
    12,453       -       12,453       -  
CMO, fixed-rate
    52,780       -       52,780       -  
Total mortgage-backed securities available for sale
    90,574       -       90,574       -  
                                 
Total
  $ 123,826     $ -     $ 123,826     $ -  
 
   
September 30, 2013
 
   
Total
   
Level 1
   
Level 2
   
Level 3
 
   
(In thousands)
 
                         
Investment securities available for sale:
                       
Debt securities:
                       
U.S. government agencies
  $ 19,432     $ -     $ 19,432     $ -  
State and municipal obligations
    11,938       -       11,938       -  
Single issuer trust preferred security
    810       -       810       -  
Corporate debt securities
    1,782       -       1,782       -  
Total investment securities available for sale
    33,962       -       33,962       -  
                                 
Mortgage-backed securities available for sale:
                               
FNMA:
                               
Adjustable-rate
    2,014       -       2,014       -  
Fixed-rate
    18,091       -       18,091       -  
FHLMC:
                               
Adjustable-rate
    5,021       -       5,021       -  
Fixed-rate
    12,850       -       12,850       -  
CMO, fixed-rate
    52,729       -       52,729       -  
Total mortgage-backed securities available for sale
    90,705       -       90,705       -  
                                 
Total
  $ 124,667     $ -     $ 124,667     $ -  
 
The Company monitors and evaluates available data to perform fair value measurements on an ongoing basis and recognizes transfers among the levels of the fair value hierarchy as of the date event or a change in circumstances that affects the valuation method chosen. There were no changes at December 31, 2013 and September 30, 2013.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 8 - Fair Value Measurements (Continued)
 
For assets measured at fair value on a nonrecurring basis that were still held at the end of the period, the following table provides the level of valuation assumptions used to determine each adjustment and the carrying value of the related individual assets or portfolios at December 31, 2013 and September 30, 2013:
 
   
December 31, 2013
 
   
Total
 
Level 1
   
Level 2
   
Level 3
 
   
(In thousands)
 
 
Other real estate owned
  $ 995     $ -     $ -     $ 995  
Impaired loans
    657       -       -       657  
Mortgage servicing rights
    370       -       370       -  
Total
  $ 2,022     $ -     $ 370     $ 1,652  
 
 
   
December 31, 2013
 
   
Fair Value at
December 31, 2013
 
Valuation Technique
 
Unobservable Input
 
Range/(Weighted
Average)
 
   
(Dollars in thousands)
 
                   
Other real estate owned
  $ 995  
Appraisal of collateral(1)
 
Collateral discounts(2)
    0-6%/(1%)  
Impaired loans(3)
    657  
Appraisal of collateral(1)
 
Collateral discounts(2)
    3-72%/(44%)  
Total
  $ 1,652                
 

(1) Fair value is generally determined through independent appraisals of the underlying collateral primarily using comparable sales.
(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.
(3) Includes assets directly charged-down to fair value during the year-to-date period.
 
   
September 30, 2013
 
   
Total
 
Level 1
   
Level 2
   
Level 3
 
   
(In thousands)
 
 
Loans held for sale
  $ 10,367     $ 10,367     $ -     $ -  
Other real estate owned
    2,341       -       -       2,341  
Impaired loans
    1,047       -       -       1,047  
Mortgage servicing rights
    337       -       337       -  
Total
  $ 14,092     $ 10,367     $ 337     $ 3,388  
 
   
September 30, 2013
 
   
Fair Value at
September 30, 2013
 
Valuation Technique
 
Unobservable Input
 
Range/(Weighted
Average)
 
   
(Dollars in thousands)
 
                   
Other real estate owned
  $ 2,341  
Appraisal of collateral(1)
 
Collateral discounts(2)
    14-84%/(39%)%  
Impaired loans
    1,047  
Appraisal of collateral(1)
 
Collateral discounts(2)
    1-73%/(28%)  
Total
  $ 3,388                
 

(1) Fair value is generally determined through independent appraisals of the underlying collateral primarily using comparable sales.
(2) Appraisals may be adjusted by management for qualitative factors such as economic conditions and estimated liquidation expenses.
(3) Includes assets directly charged-down to fair value during the year-to-date period.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 8 - Fair Value Measurements (Continued)
 
The following table shows quantitative information regarding significant techniques and inputs used at December 31, 2013 for assets measured using observable inputs (Level 2):
                     
   
Fair Value at
December 31, 2013
 
Valuation
Technique
 
Observable Input
  Method or Value as of
December 31, 2013
   
(In thousands)
               
Servicing rights
 
$370
 
Discounted rate
 
Discount rate
 
11.00%
 
Rate used through modeling period
                     
           
Loan prepayment speeds
 
13.30%
 
Weighted-average CPR
                     
           
Servicing fees
 
0.25%
 
Of loan balance
                     
           
Servicing costs
 
6.25%
 
Monthly servicing cost per account
                     
               
$300-$400
 
Additional monthly servicing cost per loan on loans more than 30 days delinquent
 
The following table shows quantitative information regarding significant techniques and inputs used at September 30, 2013 for assets measured using observable inputs (Level 2):
                     
   
Fair Value at
September 30, 2013
 
Valuation
Technique
 
Observable Input
  Method or Value as of
September 30, 2013
   
(In thousands)
               
Servicing rights
 
$337
 
Discounted rate
 
Discount rate
 
11.00%-12.00%
 
Rate used through modeling period
                     
           
Loan prepayment speeds
 
15.58%
 
Weighted-average CPR
                     
           
Servicing fees
 
0.25%
 
Of loan balance
                     
           
Servicing costs
 
6.25%
 
Monthly servicing cost per account
                     
               
$150
 
Additional monthly servicing cost per loan on loans more than 30 days delinquent
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 8 - Fair Value Measurements (Continued)
 
The following disclosure of the estimated fair value of financial instruments is made in accordance with the requirements of FASB ASC 825. The estimated fair value amounts have been determined by the Company using available market information and appropriate valuation methods. However, considerable judgment is necessarily required to interpret market data to develop the estimates of fair value. Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company would realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts. FASB ASC 825 excludes certain financial instruments and all non-financial instruments from its disclosure requirements. Accordingly, the aggregate fair value amounts presented may not necessarily represent the underlying fair value of the Company.
 
The fair value estimates presented herein are based on pertinent information available to management as of December 31, 2013 and September 30, 2013. Although management is not aware of any factors that would significantly affect the estimated fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since December 31, 2013 and September 30, 2013 and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.
 
The following assumptions were used to estimate the fair value of the Company’s financial instruments:
 
Cash and Cash EquivalentsThese assets are carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.
 
Investment Securities—Investment and mortgage-backed securities available for sale (carried at fair value) and held to maturity (carried at amortized cost) are measured at fair value on a recurring basis. Fair value measurements for these securities are typically obtained from independent pricing services that we have engaged for this purpose. When available, we, or our independent pricing service, use quoted market prices to measure fair value. If market prices are not available, fair value measurement is based upon models that incorporate available trade, bid and other market information and for structured securities, cash flow and, when available, loan performance data. Because many fixed income securities do not trade on a daily basis, our independent pricing service’s applications apply available information through processes such as benchmark curves, benchmarking of like securities, sector groupings and matrix pricing to prepare evaluations. For each asset class, pricing applications and models are based on information from market sources and integrate relevant credit information. All of our securities available for sale are valued using either of the foregoing methodologies to determine fair value adjustments recorded to our financial statements. The Company had no Level 1 or Level 3 securities as of December 31, 2013 or September 30, 2013.
 
Loans Receivable— We do not record loans at fair value on a recurring basis. As such, valuation techniques discussed herein for loans are primarily for estimating fair value for FASB ASC 825 disclosure purposes. However, from time to time, we record nonrecurring fair value adjustments to loans to reflect partial write-downs for impairment or the full charge-off of the loan carrying value. The valuation of impaired loans is discussed below. The fair value estimate for FASB ASC 825 purposes differentiates loans based on their financial characteristics, such as product classification, loan category, pricing features and remaining maturity. Prepayment and credit loss estimates are evaluated by loan type and rate. The fair value of loans is estimated by discounting contractual cash flows using discount rates based on current industry pricing, adjusted for prepayment and credit loss estimates.
 
Loans Held-For-Sale—The fair values of mortgage loans originated and intended for sale in the secondary market are based on current quoted market prices. There were no loans held for sale at December 31, 2013. The loans held for sale at September 30, 2013 were sold in a bulk transaction to one purchaser in October 2013, they were not sold in the secondary market for residential mortgage loans.
 
Impaired Loans—Impaired loans are valued utilizing independent appraisals that rely upon quoted market prices for similar assets in active markets. These appraisals include adjustments to comparable assets based on the appraisers’ market knowledge and experience. The appraisals are adjusted downward by management, as necessary, for changes in relevant valuation factors subsequent to the appraisal date and are considered level 3 inputs.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 8 - Fair Value Measurements (Continued)
 
Accrued Interest ReceivableThis asset is carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.
 
Restricted StockAlthough restricted stock is an equity interest in the FHLB, it is carried at cost because it does not have a readily determinable fair value as its ownership is restricted and it lacks a market. The estimated fair value approximates the carrying amount.
 
Other Real Estate Owned—Assets acquired through foreclosure or deed in lieu of foreclosure are recorded at estimated fair value less estimated selling costs when acquired, thus establishing a new cost basis. Fair value is generally based on independent appraisals. These appraisals include adjustments to comparable assets based on the appraisers’ market knowledge and experience, and are considered level 3 inputs. When an asset is acquired, the excess of the loan balance over fair value, less estimated selling costs, is charged to the allowance for loan losses. If the estimated fair value of the asset declines, a write-down is recorded through expense. The valuation of foreclosed assets is subjective in nature and may be adjusted in the future because of, among other factors, changes in the economic conditions.
 
DepositsDeposit liabilities are carried at cost. As such, valuation techniques discussed herein for deposits are primarily for estimating fair value for FASB ASC 825 disclosure purposes. The fair value of deposits is discounted based on rates available for borrowings of similar maturities. A decay rate is estimated for non-time deposits. The discount rate for non-time deposits is adjusted for servicing costs based on industry estimates.
 
Long-Term BorrowingsAdvances from the FHLB are carried at amortized cost. However, we are required to estimate the fair value of long-term debt under FASB ASC 825. The fair value is based on the contractual cash flows discounted using rates currently offered for new notes with similar remaining maturities.
 
Accrued Interest PayableThis liability is carried at historical cost. The carrying amount is a reasonable estimate of fair value because of the relatively short time between the origination of the instrument and its expected realization.
 
Commitments to Extend Credit and Letters of CreditThe majority of the Company’s commitments to extend credit and letters of credit carry current market interest rates if converted to loans. Because commitments to extend credit and letters of credit are generally unassignable by either the Bank or the borrower, they only have value to the Company and the borrower. The estimated fair value approximates the recorded deferred fee amounts, which are not significant.
 
Mortgage Servicing Rights—The fair value of mortgage servicing rights is based on observable market prices when available or the present value of expected future cash flows when not available. Assumptions, such as loan default rates, costs to service, and prepayment speeds significantly affect the estimate of future cash flows. Mortgage servicing rights are carried at the lower of cost or fair value.
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 8 - Fair Value Measurements (Continued)
 
The carrying amount and estimated fair value of the Company’s financial instruments as of December 31, 2013 and September 30, 2013 are presented below:
 
   
December 31, 2013
 
   
Carrying
Amount
   
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
   
(In thousands)
 
                               
Financial assets:
                             
Cash and cash equivalents
  $ 22,670     $ 22,670     $ 22,670     $ -     $ -  
Investment securities available for sale
    123,826       123,826       -       123,826       -  
Loans receivable, net
    407,306       408,519       -       -       408,519  
Accrued interest receivable
    1,438       1,438       -       1,438       -  
Restricted stock
    3,236       3,236       -       3,236       -  
Mortgage servicing rights
    286       370       -       370       -  
                                         
Financial liabilities:
                                       
Savings accounts
    43,050       43,050       -       43,050       -  
Checking and NOW accounts
    113,335       113,335       -       113,335       -  
Money market accounts
    66,718       66,718       -       66,718       -  
Certificates of deposit
    247,898       253,509       -       253,509       -  
FHLB advances
    43,000       45,329       -       45,329       -  
Accrued interest payable
    133       133       -       133       -  
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 8 - Fair Value Measurements (Continued)
 
   
September 30, 2013
 
   
Carrying
Amount
   
Fair Value
   
Level 1
   
Level 2
   
Level 3
 
   
(In thousands)
 
                               
Financial assets:
                             
Cash and cash equivalents
  $ 23,687     $ 23,687     $ 23,687     $ -     $ -  
Investment securities available for sale
    124,667       124,667       -       124,667       -  
Loans receivable, net
    401,857       405,802       -       -       405,802  
Loans held for sale
    10,367       10,367       10,367       -       -  
Accrued interest receivable
    1,404       1,404       -       1,404       -  
Restricted stock
    3,038       3,038       -       3,038       -  
Mortgage servicing rights
    271       337       -       337       -  
                                         
Financial liabilities:
                                       
Savings accounts
    42,932       42,932       -       42,932       -  
Checking and NOW accounts
    112,338       112,338       -       112,338       -  
Money market accounts
    67,372       67,372       -       67,372       -  
Certificates of deposit
    261,954       267,181       -       267,181       -  
FHLB advances
    38,000       41,281       -       41,281       -  
Accrued interest payable
    139       139       -       139       -  
 
Note 9 – Income Taxes
 
The following is reconciliation between the statutory federal income tax rate of 34% and the effective income tax rate on income before income taxes:
 
   
Three Months Ended December 31,
 
   
2013
   
2012
 
   
(In thousands)
 
             
At federal statutory rate
  $ -     $ 210  
Adjustments resulting from:
               
State tax, net of federal benefit
    3       -  
Tax-exempt interest
    -       (18 )
Earnings on bank-owned life insurance
    -       (245 )
Other
    -       (1 )
    $ 3     $ (54 )
Effective tax rate
    4.40 %     (8.76 %)
 
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Notes to Consolidated Financial Statements (Unaudited)
 
Note 9 – Income Taxes (Continued)
 
Deferred income taxes at December 31, 2013 and September 30, 2013 were as follows:
 
   
December 31, 2013
   
September 30, 2013
 
   
(In thousands)
 
Deferred Tax Assets:
           
Unrealized loss on investments available for sale
  $ 1,850     $ 1,385  
Allowance for loan losses
    3,014       3,091  
Non-accrual interest
    172       87  
Write-down of real estate owned
    337       573  
Alternative minimum tax (AMT) credit carryover
    64       64  
Low-income housing tax credit carryover
    337       337  
Supplement Employer Retirement Plan
    448       435  
Charitable contributions
    18       202  
Depreciation
    177       150  
State net operating loss
    559       1,528  
Federal net operating loss
    7,276       7,046  
Other
    116       112  
Total Deferred Tax Assets
    14,368       15,010  
Valuation allowance for DTA
    (11,761 )     (12,454 )
Total Deferred Tax Assets, Net of Valuation Allowance
  $ 2,607     $ 2,556  
                 
Deferred Tax Liabilities:
               
Mortgage servicing rights
    (97 )     (92 )
Total Deferred Tax Liabilities
    (97 )     (92 )
                 
Deferred Tax Assets, Net
  $ 2,510     $ 2,464  
 
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Item 2 – Management’s Discussion and Analysis of Financial Condition and Results of Operations
 
Forward-Looking Statements
 
This Quarterly Report on Form 10-Q contains certain forward looking statements (as defined in the Securities Exchange Act of 1934, as amended, and the regulations thereunder). Forward looking statements are not historical facts but instead represent only the beliefs, expectations or opinions of Malvern Bancorp, Inc. and its management regarding future events, many of which, by their nature, are inherently uncertain. Forward looking statements may be identified by the use of such words as: “believe,” “expect,” “anticipate,” “intend,” “plan,” “estimate,” or words of similar meaning, or future or conditional terms such as “will,” “would,” “should,” “could,” “may,” “likely,” “probably,” or “possibly.” Forward looking statements include, but are not limited to, financial projections and estimates and their underlying assumptions; statements regarding plans, objectives and expectations with respect to future operations, products and services; and statements regarding future performance. Such statements are subject to certain risks, uncertainties and assumptions, many of which are difficult to predict and generally are beyond the control of Malvern Bancorp, Inc. and its management, that could cause actual results to differ materially from those expressed in, or implied or projected by, forward looking statements. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward looking statements: (1) economic and competitive conditions which could affect the volume of loan originations, deposit flows and real estate values; (2) the levels of non-interest income and expense and the amount of loan losses; (3) competitive pressure among depository institutions increasing significantly; (4) changes in the interest rate environment causing reduced interest margins; (5) general economic conditions, either nationally or in the markets in which Malvern Bancorp, Inc. is or will be doing business, being less favorable than expected;(6) political and social unrest, including acts of war or terrorism; or (7) legislation or changes in regulatory requirements adversely affecting the business in which Malvern Bancorp, Inc. is or will be engaged. Malvern Bancorp, Inc. undertakes no obligation to update these forward looking statements to reflect events or circumstances that occur after the date on which such statements were made.
 
As used in this report, unless the context otherwise requires, the terms “we,” “our,” “us,” or the “Company” refer to Malvern Bancorp, Inc., a Pennsylvania chartered corporation, and the term the “Bank” refers to Malvern Federal Savings Bank, a federally chartered savings bank and wholly owned subsidiary of the Company. In addition, unless the context otherwise requires, references to the operations of the Company include the operations of the Bank.
 
General
 
Malvern Bancorp, Inc. (the “Company” or “Malvern Bancorp”) is a Pennsylvania corporation and registered savings and loan holding company. Malvern Federal Savings Bank (“the Bank” or “Malvern Federal Savings”) is a federally chartered savings bank and wholly owned subsidiary of the Company.
 
Critical Accounting Policies
 
In reviewing and understanding financial information for the Company, you are encouraged to read and understand the significant accounting policies used in preparing our consolidated financial statements. These policies are described in Note 2 of the notes to our consolidated financial statements included elsewhere. The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the banking industry. Accordingly, the consolidated financial statements require certain estimates, judgments, and assumptions, which are believed to be reasonable, based upon the information available. These estimates and assumptions affect the reported amounts of assets and liabilities at the date of the consolidated financial statements and the reported amounts of income and expenses during the periods presented. The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may affect our reported results and financial condition for the period or in future periods.
 
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Allowance for Loan Losses. The allowance for loan losses consists of the allowance for loan losses and the reserve for unfunded lending commitments. The allowance for loan losses represents management’s estimate of losses inherent in the loan portfolio as of the statement of financial condition date and is recorded as a reduction to loans. The reserve for unfunded lending commitments represents management’s estimate of losses inherent in its unfunded loan commitments and is recorded in other liabilities on the consolidated statement of financial condition. The allowance for loan losses is increased by the provision for loan losses, and decreased by charge-offs, net of recoveries. Loans deemed to be uncollectible are charged against the allowance for loan losses, and subsequent recoveries, if any, are credited to the allowance. All, or part, of the principal balance of loans receivable are charged off to the allowance as soon as it is determined that the repayment of all, or part, of the principal balance is highly unlikely. Non-residential consumer loans are generally charged off no later than when they become 120 days past due on a contractual basis or earlier in the event of the borrower’s bankruptcy, or if there is an amount deemed uncollectible. Because all identified losses are immediately charged off, no portion of the allowance for loan losses is restricted to any individual loan or groups of loans, and the entire allowance is available to absorb any and all loan losses.
 
The allowance for loan losses is maintained at a level considered adequate to provide for losses that can be reasonably anticipated. Management performs a quarterly evaluation of the adequacy of the allowance. The allowance is based on the Company’s past loan loss experience, known and inherent risks in the portfolio, adverse situations that may affect the borrower’s ability to repay, the estimated value of any underlying collateral, the composition of the loan portfolio, current economic conditions and other relevant factors. This evaluation is inherently subjective as it requires material estimates that may be susceptible to significant revision as more information becomes available.
 
The allowance consists of specific, general and unallocated components. The specific component relates to loans that are classified as impaired. For loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers pools of loans by loan class including commercial loans not considered impaired, as well as smaller balance homogeneous loans, such as residential real estate, home equity and other consumer loans. These pools of loans are evaluated for loss exposure based upon historical loss rates for each of these categories of loans, as adjusted for qualitative factors.
 
An unallocated component is maintained to cover uncertainties that could affect management’s estimate of probable losses. The unallocated component of the allowance reflects the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio. Once all factor adjustments are applied, general reserve allocations for each segment are calculated, summarized and reported on the allowance for loan losses summary. Allowance for loan losses final schedules, calculations and the resulting evaluation process are reviewed quarterly by the Asset Classification Committee and the Board of Directors.
 
In addition, Federal bank regulatory agencies, as an integral part of their examination process, periodically review the Company’s allowance for loan losses and may require the Company to recognize additions to the allowance based on their judgments about information available to them at the time of their examination, which may not previously have been available to management. Based on management’s comprehensive analysis of the loan portfolio, management believes the level of the allowance for loan losses at December 31, 2013 was appropriate under U.S. GAAP
 
A loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and industrial loans, commercial real estate loans and commercial construction loans by either the present value of expected future cash flows discounted at the loan’s effective interest rate or the fair value of the collateral if the loan is collateral dependent.
 
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The allowance is adjusted for other significant factors that affect the collectibility of the loan portfolio as of the evaluation date including changes in lending policy and procedures, loan volume and concentrations, seasoning of the portfolio, loss experience in particular segments of the portfolio, and bank regulatory examination results. Other factors include changes in economic and business conditions affecting our primary lending areas and credit quality trends. Loss factors are reevaluated each reporting period to ensure their relevance in the current economic environment. We review key ratios such as the allowance for loan losses to total loans receivable and as a percentage of non-performing loans; however, we do not try to maintain any specific target range for these ratios.
 
While management uses the best information available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance. In addition, the OCC, as an integral part of its examination processes, periodically reviews our allowance for loan losses. The OCC may require the recognition of adjustments to the allowance for loan losses based on their judgment of information available to them at the time of their examinations. To the extent that actual outcomes differ from management’s estimates, additional provisions to the allowance for loan losses may be required that would adversely impact earnings in future periods.
 
Fair Value Measurements. The Company uses fair value measurements to record fair value adjustments to certain assets to determine fair value disclosures. Investment and mortgage-backed securities available for sale are recorded at fair value on a recurring basis. Additionally, from time to time, the Company may be required to record at fair value other assets on a nonrecurring basis, such as impaired loans, real estate owned and certain other assets. These nonrecurring fair value adjustments typically involve application of lower-of-cost-or-market accounting or write-downs of individual assets.
 
Under FASB ASC Topic 820, Fair Value Measurements, the Company groups its assets at fair value in three levels, based on the markets in which the assets are traded and the reliability of the assumptions used to determine fair value. These levels are:
 
 
Level 1 – Valuation is based upon quoted prices for identical instruments traded in active markets.
 
 
Level 2 – Valuation is based upon quoted prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
 
 
Level 3 – Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect the Company’s own estimates of assumptions that market participants would use in pricing the asset.
 
Under FASB ASC Topic 820, the Company bases its fair values on the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. It is our policy to maximize the use of observable inputs and minimize the use of unobservable inputs when developing fair value measurements, in accordance with the fair value hierarchy in FASB ASC Topic 820.
 
Fair value measurements for assets where there exists limited or no observable market data and, therefore, are based primarily upon the Company’s or other third-party’s estimates, are often calculated based on the characteristics of the asset, the economic and competitive environment and other such factors. Therefore, the results cannot be determined with precision and may not be realized in an actual sale or immediate settlement of the asset. Additionally, there may be inherent weaknesses in any calculation technique, and changes in the underlying assumptions used, including discount rates and estimates of future cash flows, that could significantly affect the results of current or future valuations. At December 31, 2013, the Company had $1.7 million of assets that were measured at fair value on a non-recurring basis using Level 3 measurements.
 
Income Taxes. We make estimates and judgments to calculate some of our tax liabilities and determine the recoverability of some of our deferred tax assets (“DTAs”), which arise from temporary differences between the tax and financial statement recognition of revenues and expenses. We also estimate a reserve for deferred tax assets if, based on the available evidence, it is more likely than not that some portion or all of the recorded deferred tax assets will not be realized in future periods. These estimates and judgments are inherently subjective. Historically, our estimates and judgments to calculate our deferred tax accounts have not required significant revision to our initial estimates.
 
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In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including our past operating results and our forecast of future taxable income. In determining future taxable income, we make assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies. These assumptions require us to make judgments about our future taxable income and are consistent with the plans and estimates we use to manage our business. Any reduction in estimated future taxable income may require us to record a valuation allowance against our deferred tax assets. An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.
 
Realization of a deferred tax asset requires us to exercise significant judgment and is inherently uncertain because it requires the prediction of future occurrences. Our net deferred tax asset amounted to $2.5 million at December 31, 2013 and September 30, 2013. In evaluating the need for a valuation allowance, we must estimate our taxable income in future years and viable tax planning strategies we could employ so that the asset would not go unused. Our total deferred tax assets decreased to $14.4 million at December 31, 2013 compared to $15.0 million at September 30, 2013. Our DTA valuation allowance amounted to $11.8 million at December 31, 2013 compared to $12.5 million at September 30, 2013. In the future, the DTA allowance may be reversed, depending on the Company’s financial position and results of operations in the future, among other factors, and, in such event, may be available to increase future net income. There can be no assurance, however, as to when we could be in a position to recapture our DTA allowance.
 
Other-Than-Temporary Impairment of Securities Securities are evaluated on a quarterly basis, and more frequently when market conditions warrant such an evaluation, to determine whether declines in their value are other-than-temporary. To determine whether a loss in value is other-than-temporary, management utilizes criteria such as the reasons underlying the decline, the magnitude and duration of the decline and whether or not management intends to sell or expects that it is more likely than not that it will be required to sell the security prior to an anticipated recovery of the fair value. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value for a debt security is determined to be other-than-temporary, the other-than-temporary impairment is separated into (a) the amount of the total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income.
 
Comparison of Financial Condition at December 31, 2013 and September 30, 2013
 
Our total assets decreased $7.5 million or 1.2% to $594.0 million at December 31, 2013 compared to $601.6 million at September 30, 2013. The decrease was due primary to a $10.4 million decrease in loans held for sale, a decrease of $1.0 million in cash and cash equivalents and $1.5 million reduction in other real estate owned. The decrease was partially offset by a $5.4 million increase in net loans receivable. The decrease in loans held for sale was due to the completion of our bulk sale of $10.4 million of loans in October 2013. The loans sold were designated as held for sale at September 30, 2013 and were comprised of non-accruing loans, performing troubled debt restructurings (“TDRs”) and classified and other loans which had an aggregate book balance of $20.4 million prior to an aggregate of $10.2 million in charge-offs taken in the quarter ended September 30, 2013.
 
Our total liabilities at December 31, 2013, were $519.4 million compared to $526.1 million at September 30, 2013. The $6.7 million, or 1.3% decrease in total liabilities was due primarily to a $13.6 million decrease in total deposits. Our total deposits were $471.0 million at December 31, 2013 compared to $484.6 million at September 30, 2013. The decrease was partially offset by a $5.0 million increase in FHLB advances and a $1.8 million increase in advances for borrowers for taxes and insurance. The increase in FHLB advances was due to a $5.0 million purchase of relatively lower costing advances during the first quarter of fiscal 2014.
 
Our shareholders’ equity decreased by $793,000 to $74.6 million at December 31, 2013 compared to $75.4 million at September 30, 2013. The decrease was due primarily to a $903,000 decrease in accumulated other comprehensive income. Net income of $64,000 during the first quarter of fiscal 2014 increased retained earnings to $19.9 million at December 31, 2013. Our ratio of equity to assets was 12.56% at December 31, 2013.
 
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Asset Quality
 
The table below sets forth the amounts and categories of loans delinquent more than 30 days but less than 90 days at the dates indicated.
 
   
December 31, 2013
   
September 30, 2013
   
December 31, 2012
 
   
(In thousands)
 
Loans 31-89 Days Delinquent:
                 
Residential mortgage
  $ 2,124     $ 1,021     $ 1,260  
Construction and Development:
                       
Residential and commercial
    -       -       8,433  
Commercial:
                       
Commercial real estate
    -       155       -  
Consumer:
                       
Home equity lines of credit
    26       -       300  
Second mortgages
    1,255       1,262       985  
Other
    -       5       6  
Total
  $ 3,405     $ 2,443     $ 10,984  
 
Federal regulations and our policies require that we utilize an internal asset classification system as a means of reporting problem and potential problem assets. We have incorporated an internal asset classification system, substantially consistent with Federal banking regulations, as a part of our credit monitoring system. Federal banking regulations set forth a classification scheme for problem and potential problem assets as “substandard,” “doubtful” or “loss” assets. An asset is considered “substandard” if it is inadequately protected by the current net worth and paying capacity of the obligor or of the collateral pledged, if any. “Substandard” assets include those characterized by the “distinct possibility” that the insured institution will sustain “some loss” if the deficiencies are not corrected.
 
Assets classified as “doubtful” have all of the weaknesses inherent in those classified “substandard” with the added characteristic that the weaknesses present make “collection or liquidation in full,” on the basis of currently existing facts, conditions, and values, “highly questionable and improbable.” Assets classified as “loss” are those considered “uncollectible” and of such little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the insured institution to sufficient risk to warrant classification in one of the aforementioned categories but possess weaknesses are required to be designated “special mention.”
 
The table below sets forth information on our classified assets and assets designated special mention at the dates indicated.
 
   
December 31, 2013
   
September 30, 2013
   
December 31, 2012
 
   
(In thousands)
 
Classified assets:
                 
Substandard(1)
  $ 8,745     $ 8,482     $ 38,883  
Doubtful
    -       -       335  
Loss
    -       -       -  
Total classified assets
    8,745       8,482       39,218  
Special mention assets
    2,722       3,816       7,556  
Total classified and special mention assets
  $ 11,467     $ 12,298     $ 46,774  
 

(1) Includes other real estate owned of $2.5 million, $4.0 million and $3.8 million, at December 31, 2013, September 30, 2013 and December 31, 2012, respectively.
 
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The following table sets forth non-performing assets and performing troubled debt restructurings which are neither non-accruing nor more than 90 days past due and still accruing in our portfolio at the dates indicated. Loans are generally placed on non-accrual status when they are 90 days or more past due as to principal or interest or when the collection of principal and/or interest becomes doubtful. There were no loans past due 90 days or more and still accruing interest for the periods shown. Troubled debt restructurings (“TDR”) are loans which are modified in a manner constituting a concession to the borrower, such as forgiving a portion of interest or principal making loans at a rate materially less than that of market rates, when the borrower is experiencing financial difficulty.
 
   
December 31, 2013
   
September 30, 2013
   
December 31, 2012
 
   
(Dollars in thousands)
 
Non-accruing loans:
                 
Residential mortgage
  $ 1,821     $ 1,295     $ 4,021  
Construction or Development:
                       
Residential and commercial(1)
    484       -       2,707  
Commercial:
                       
Commercial real estate(2)
    -       -       3,108  
Other
    -       -       201  
Consumer:
                       
Home equity lines of credit
    20       34       22  
Second mortgages
    583       572       1,128  
Total non-accruing loans
    2,908       1,901       11,187  
Other real estate owned and other foreclosed assets:
                       
Residential mortgage
    542       725       841  
Construction or Development:
                       
Residential and commercial
    -       675       -  
Commercial:
                       
Commercial real estate
    1,756       1,929       2,126  
Multi-family
    -       81       405  
Other
    174       174       -  
Consumer:
                       
Second mortgages
    -       378       416  
Total REO
    2,472       3,962       3,788  
Total non-performing assets
    5,380       5,863       14,975  
Performing troubled debt restructurings:
                       
Residential mortgage
    -       -       857  
Construction or Development:
                       
Residential and commercial
    509       209       -  
 Land
    237       237       1,145  
Commercial:
                       
Commercial real estate
    -       -       4,591  
Other
    900       900       175  
Total TDRs
    1,646       1,346       6,768  
Total non-performing assets and performing troubled debt restructurings
  $ 7,026     $ 7,209     $ 21,743  
Ratios:
                       
Total non-accrual loans as a percent of gross loans
    0.71 %     0.47 %     2.48 %
Total non-performing assets as a percent of total assets
    0.91 %     0.97 %     2.18 %
Total non-performing assets and performing troubled debt restructurings as a percent of total assets
    1.18 %     1.20 %     3.16 %

(1) Includes two loans classified as TDRs in the aggregate amount of $484,000 at December 31, 2013 and $1.3 million at December 31, 2012.
(2) At December 31, 2012, includes one loan classified as TDR in the amount of $1.4 million.
 
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At December 31, 2013, our total non-performing assets amounted to $5.4 million, a decrease of $483,000 compared to total non-performing assets at September 30, 2013. At December 31, 2013, the Company’s total non-accruing loans amounted to $2.9 million, or 0.71% of total loans, compared to $11.2 million of non-accruing loans, or 2.48% of total loans at December 31, 2012 and $1.9 million of non-accruing loans, or 0.47% of total loans at September 30, 2013. The primary reason for the $1.0 million increase in non-accruing loans at December 31, 2013 compared to September 30, 2013 was three single-family residential loans with an aggregate outstanding balance of $645,000 becoming more than 90 days past due and being placed on non-accrual status at December 31, 2013. In addition, during November 2013 we were required to repurchase two non-accrual construction and development loans which had been included in our October 2013 bulk loan sale. The two non-accruing construction and development loans had an outstanding balance of $484,000 at December 31, 2013.
 
For the three months ended December 31, 2013 and 2012, additional gross interest income which would have been recorded had all of our non-accruing loans been current in accordance with their original terms amounted to $46,000 and $171,000, respectively. The amount that was included in interest income on such loans was $16,000 for the three months ended December 31, 2013.
 
Our non-performing assets include REO in addition to non-performing loans. At December 31, 2013, our total REO amounted to $2.5 million, a decrease of $1.5 million compared to total REO at September 30, 2013. The $1.5 million decrease in REO at December 31, 2013 compared to September 30, 2013, was due primarily to $1.5 million of sales of REO, at a net gain of $6,000.
 
While not considered non-performing, our performing troubled debt restructurings are closely monitored as they consist of loans that have been modified where the borrower is experiencing financial difficulty. Troubled debt restructurings may be deemed to have a higher risk of loss than loans which have not been restructured. At December 31, 2013, our total performing troubled debt restructurings amounted to $1.6 million compared to $1.3 million of performing troubled debt restructurings at September 30, 2013. The increase in troubled debt restructurings at December 31, 2013 compared to September 30, 2013 was due primarily to a $300,000 advance taken on a line of credit tied to one borrower with four relationships that are performing TDRs.
 
Comparison of Operating Results for the Three Months Ended December 31, 2013 and 2012
 
General. Our net income was $64,000 for the three months ended December 31, 2013 compared to net income of $671,000 for the three months ended December 31, 2012. On a per share basis, the net income was $0.01 per share for the quarter ended December 31, 2013, compared to net income of $0.11 per share for the quarter ended December 31, 2012. The primary reason for the $607,000 reduction in our net income in the first quarter of fiscal 2014 compared to the first quarter in fiscal 2013 was a $785,000 decrease in interest and dividend income. Our interest rate spread was 2.63% and our net interest margin was 2.76% for the three months ended December 31, 2013, compared to a net interest spread of 2.23% and a net interest margin of 2.44% for the three months ended December 31, 2012.
 
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Average Balances, Net Interest Income, and Yields Earned and Rates Paid. The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin. Tax-exempt income and yields have not been adjusted to a tax-equivalent basis. All average balances are based on monthly balances. Management does not believe that the monthly averages differ significantly from what the daily averages would be.
 
   
Three Months Ended December 31,
 
   
2013
   
2012
 
   
Average
Balance
   
Interest
   
Average Yield/Rate
   
Average
Balance
   
Interest
   
Average Yield/Rate
 
   
(Dollars in thousands)
 
Interest Earning Assets:
                                   
Loans receivable(1)
  $ 403,781     $ 4,527       4.48 %   $ 460,882     $ 5,533       4.80 %
Investment securities
    126,600       609       1.92       85,422       381       1.78  
Deposits in other banks
    22,531       15       0.27       106,916       31       0.12  
 FHLB stock
    3,063       14       1.83       3,787       5       0.53  
Total interest-earning assets
    555,975       5,165       3.72       657,007       5,950       3.62  
Non-interest-earning assets
    39,547                       35,150                  
Total assets
  $ 595,522                     $ 692,157                  
                                                 
Interest Bearing Liabilities:
                                               
Demand and NOW accounts
  $ 86,592       22       0.10     $ 87,221       40       0.18  
Money market accounts
    66,704       45       0.27       69,172       72       0.42  
 Savings accounts
    42,756       6       0.06       42,115       7       0.07  
Time deposits
    254,927       994       1.56       314,743       1,398       1.78  
Total deposits
    450,979       1,067       0.95       513,251       1,517       1.18  
FHLB borrowings
    38,841       263       2.71       48,014       430       3.58  
Total interest-bearing liabilities
    489,820       1,330       1.09       561,265       1,947       1.39  
Non-interest-bearing liabilities
    30,375                       44,323                  
Total liabilities
    520,195                       605,588                  
Shareholders’ equity
    75,327                       86,569                  
Total liabilities and shareholders’ equity
  $ 595,522                     $ 692,157                  
Net interest-earning assets
  $ 66,155                     $ 95,742                  
Net interest income; average
 interest rate spread
          $ 3,835       2.63 %           $ 4,003       2.23 %
Net interest margin
                    2.76 %                     2.44 %
Average interest-earning assets to
 average interest-bearing
 liabilities
    113.51 %                     117.06 %                
 
 
 
(1) Includes non-accrual loans during the respective periods. Calculated net of deferred loan fees, loan discounts, loans in process and loss
 reserves.
 
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Interest and Dividend Income. Our interest and dividend income decreased for the three months ended December 31, 2013 by $785,000 or 13.2% over the comparable fiscal 2013 period to $5.2 million. Interest income on loans decreased in the three months ended December 31, 2013 over the prior comparable period in fiscal 2013 by $1.0 million, or 18.2%. The decrease in interest earned on loans in the first quarter of fiscal 2014 was due primarily to a $57.1 million, or 12.4%, decrease in the average balance of our outstanding loans as well as a 32 basis point decrease in the average yield earned on our loan portfolio in the first quarter of fiscal 2014 compared to the first quarter of fiscal 2013. Interest income on investment securities increased by $228,000, or 59.8%, in the first quarter of fiscal 2014 compared to the comparable prior fiscal year period. The average yield on investment securities increased 14 basis points to 1.92% for the three months ended December 31, 2013 from 1.78% for the same period ended 2012.
 
Interest Expense. Our interest expense for the three month period ended December 31, 2013 was $1.3 million, a decrease of $617,000 from the three month period ended December 31, 2012. The reason for the decrease in interest expense in the first quarter of fiscal 2014 compared to the first quarter of fiscal 2013 was a 23 basis point decrease in average rate paid on total deposits together with a decrease in the average balance of our total deposits of $62.3 million, or 12.1%, in the first quarter of fiscal 2014 compared to the first quarter of fiscal 2013 due primarily to a $59.8 million decrease in the average balance of certificates of deposit. The average rate paid on total deposits decreased to 0.95% for fiscal 2014 from 1.18% for fiscal 2013. Our expense on borrowings amounted to $263,000 in the first quarter of fiscal 2014 compared to $430,000 in the first quarter of fiscal 2013. The average balance of our borrowings decreased by $9.2 million in the first quarter of fiscal 2014 compared to the first quarter of fiscal 2013, and the average cost of borrowed funds decreased to 2.71% in the first quarter of fiscal 2014 compared to 3.58% in the first quarter of fiscal 2013. The reduction in our total cost and average rate paid on borrowings in the first quarter of fiscal 2014 reflects, in large part, our determination to prepay higher rate FHLB advances in the fourth quarter of fiscal 2013.
 
Provision for Loan Losses. The provision for loan losses was $80,000 for the three months ended December 31, 2013 compared to $400,000 for the three months ended December 31, 2012. The $320,000 difference in the provision for loan losses for the first quarter of fiscal 2014 compared to the first quarter of fiscal 2013, among other things, reflected the overall improvement in the trend of our levels of delinquent, impaired and non-performing loans during the first quarter of fiscal 2014 compared to the first quarter of fiscal 2013. Our net charge-offs for the quarter ended December 31, 2013 were $325,000 compared to $410,000 for the quarter ended December 31, 2012. Our ratio of net charge-offs to the total allowance for loan losses was 26.8% for the quarter ended December 31, 2013. As of December 31, 2013, the balance of the allowance for loan losses was $4.8 million, or 1.18% of gross loans and 166.61% of non-accruing loans, compared to an allowance for loan losses of $5.1 million or 1.26% of gross loans and 267.75% of non-accruing loans at September 30, 2013.
 
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The following table sets forth an analysis of our allowance for loan losses for the periods indicated.
 
   
For the Three Months Ended
December 31,
   
For the Year Ended
September 30,
 
   
2013
   
2012
   
2013
 
   
(Dollars in thousands)
 
                   
Balance at beginning of period
  $ 5,090     $ 7,581     $ 7,581  
Provision for loan losses
    80       400       11,235  
                         
Charge-offs:
                       
Residential mortgage
    -       44       994  
Construction and Development
                       
Residential and commercial
    37       50       5,768  
Land
    -       -       99  
Commercial:
                       
Commercial real estate
    -       155       6,315  
Other
    -       -       94  
Consumer:
                       
Home equity lines of credit
    14       -       -  
Second mortgages
    320       184       1,042  
Other
    2       4       9  
Total charge-offs
    373       437       14,321  
Recoveries:
                       
Residential mortgage
    11       -       199  
Commercial:
                       
Commercial real estate
    2       -       117  
Other
    1       21       23  
Consumer:
                       
Home equity lines of credit
    -       1       17  
Second mortgages
    33       5       235  
Other
    1       -       4  
Total recoveries
    48       27       595  
                         
Net charge-offs
    325       410       13,726  
Balance at end of period
  $ 4,845     $ 7,571     $ 5,090  
Ratios:
                       
Ratio of allowance for loan losses to non-accrual loans
    166.61 %     67.68 %     267.75 %
Ratio of net charge-offs to average loans outstanding, (annualized for the three-month periods ended December 31, 2013 and 2012)
    0.32 %     0.36 %     3.12 %
Ratio of net charge-offs to total allowance for loan losses (annualized for the three-month periods ended December 31, 2013 and 2012)
    26.84 %     21.68 %     269.67 %
 
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Other Income. Our other, or non-interest, income decreased by $799,000, or 61.1%, to $508,000 for the three months ended December 31, 2013 compared to $1.3 million for the three months ended December 31, 2012. The decrease in other income during the first quarter of fiscal 2014 was due primarily to a decrease in earnings on bank-owned life insurance of $577,000 due to a tax free death benefit of approximately $596,000 received in the first quarter of 2013 and a $137,000 decrease in gain on sale of loans due to decrease in the volume of loans sold.
 
Other Expenses. Our other, or non-interest, expenses decreased by $97,000, or 2.3%, to $4.2 million in the quarter ended December 31, 2013 compared to $4.3 million for the three months ended December 31, 2012. The slight decrease in other operating expenses in the first quarter of fiscal 2014 compared to the first quarter of fiscal 2013 was due primarily to a $412,000 decrease in other real estate owned expense and a $26,000 decrease in federal deposit insurance premiums. The decrease in other REO expense was due to the reduction of other real estate owned during the first quarter of fiscal 2014. These decreases were partially offset by a $219,000 increase in salaries and employee benefits and $121,000 increase in professional fees in the first quarter of fiscal 2014 when compared to the same period in fiscal 2013. The increase in salaries and employee benefits expense in the quarter ended December 31, 2013 primarily reflects an increase in the number of employees in our secondary market program as well as the increase in support staff in the Credit Review Department and Mortgage Loan Department, which primarily reflects our continuing efforts to strengthen our loan underwriting and credit administration policies and procedures.
 
Income Tax Expense. Our income tax expense was $3,000 for the three months ended December 31, 2013 compared to income tax benefit of $54,000 for the three months ended December 31, 2012. The income tax expense for the quarter ended December 31, 2013 primarily reflects the $550,000 decrease in pre-tax income during the quarter ended December 31, 2013. Our effective Federal tax rate was 4.4% and (8.8%) for the three months ended December 31, 2013 and 2012, respectively. The reason for the 4.4% effective tax rate is primarily due to state taxes. The Company did not record any federal expense for the current quarter. We evaluate our tax obligations on a quarterly basis and do not expect to resume making provisions for Federal income tax expense until we have reported net income before taxes for several consecutive fiscal quarters.
 
Liquidity and Capital Resources
 
Our primary sources of funds are from deposits, FHLB borrowings, amortization of loans, loan prepayments and the maturity of loans, mortgage-backed securities and other investments, and other funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan prepayments can be greatly influenced by general interest rates, economic conditions and competition. We also maintain excess funds in short-term, interest-bearing assets that provide additional liquidity. At December 31, 2013, our cash and cash equivalents amounted to $22.7 million. In addition, at such date our available for sale investment securities amounted to $123.8 million.
 
In addition to cash flow from loan and securities payments and prepayments as well as from sales of available for sale securities, we have significant borrowing capacity available to fund liquidity needs. In recent years we have utilized borrowings as a cost efficient addition to deposits as a source of funds. Our borrowings consist primarily of advances from the Federal Home Loan Bank of Pittsburgh, of which we are a member. Under terms of the collateral agreement with the Federal Home Loan Bank, we pledge residential mortgage loans and mortgage-backed securities as well as our stock in the Federal Home Loan Bank as collateral for such advances.
 
We use our liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, and to meet operating expenses. At December 31, 2013, we had certificates of deposit maturing within the next 12 months amounting to $108.9 million. For the three months ended December 31, 2013, the average balance of our outstanding FHLB advances was $38.8 million. At December 31, 2013, we had $43.0 million in outstanding long-term FHLB advances and we had $168.5 million in potential FHLB advances available to us.
 
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The following table summarizes our contractual cash obligations at December 31, 2013.
 
   
Payments Due by Period
 
   
To One
Year
   
After One
to Three
Years
   
After Three
to Five
Years
   
After Five
Years
   
Total
 
   
(In thousands)
 
                               
Long-term debt obligations
  $ -     $ 15,000     $ -     $ 28,000     $ 43,000  
Certificates of deposit
    108,915       91,706       41,321       5,956       247,898  
Operating lease obligations
    279       430       429       4,334       5,472  
Total contractual obligations
  $ 109,194     $ 107,136     $ 41,750     $ 38,290     $ 296,370  
 
We anticipate that we will continue to have sufficient funds and alternative funding sources to meet our current commitments.
 
Impact of Inflation and Changing Prices
 
The financial statements, accompanying notes, and related financial data presented herein have been prepared in accordance with U.S. GAAP, which require the measurement of financial position and operating results in terms of historical dollars without considering the changes in purchasing power of money over time due to inflation. The impact of inflation is reflected in the increased cost of operations. Most of our assets and liabilities are monetary in nature; therefore, the impact of interest rates has a greater impact on its performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
 
Item 3 - Quantitative and Qualitative Disclosures About Market Risk
 
For a discussion of the Company’s asset and liability management policies as well as the methods used to manage its exposure to the risk of loss from adverse changes in market prices and rates market, see Item 7, “Management’s Discussion and Analysis of Financial Condition and Results of Operations – How We Manage Market Risk” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2013. There has been no material change in the Company’s asset and liability position since September 30, 2013.
 
Item 4. Controls and Procedures
 
Our management evaluated, with the participation of our Chief Financial Officer (who was also performing the duties as acting principal executive officer as of the date of filing this Quarterly Report on Form 10-Q) the effectiveness of our disclosure controls and procedures (as defined in Rules 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, our Chief Financial Officer (who was also performing the duties as acting principal executive officer as of the date of filing this Quarterly Report on Form 10-Q) concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and regulations and are operating in an effective manner.
 
No change in our internal control over financial reporting (as defined in Rules 13a-15(f) or 15(d)-15(f) under the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
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PART II - OTHER INFORMATION
 
Item 1 - Legal Proceedings
 
Not applicable.
 
Item 1A - Risk Factors
 
See Item 1A, “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended September 30, 2013. There have been no material changes from the risk factors previously disclosed in the Company’s Annual Report on Form 10-K for the year ended September 30, 2013.
 
Item 2 - Unregistered Sales of Equity Securities and Use of Proceeds
 
Not applicable.
 
Item 3 - Defaults Upon Senior Securities
 
There are no matters required to be reported under this item.
 
Item 4 - Mine Safety Disclosure
 
There are no matters required to be reported under this item.
 
Item 5 - Other Information
 
There are no matters required to be reported under this item.
 
Item 6 - Exhibits
 
31.1 Rule 13a-14(a)/15d-14(a) Section Certification
31.2
Rule 13a-14(a)/15d-14(a) Section 302 Certification
32.1
Section 1350 Certification
 
101.INS
 
XBRL Instance Document.
101.SCH
 
XBRL Taxonomy Extension Schema Document.
101.CAL
 
XBRL Taxonomy Extension Calculation Linkbase Document.
101.LAB
 
XBRL Taxonomy Extension Label Linkbase Document.
101.PRE
 
XBRL Taxonomy Extension Presentation Linkbase Document.
101.DEF
 
XBRL Taxonomy Extension Definitions Linkbase Document.
 
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SIGNATURES
 
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
       
    MALVERN BANCORP, INC.  
       
February 12, 2014
By:
/s/ Dennis Boyle  
    Dennis Boyle  
   
Senior Vice President and Chief Financial Officer
 
   
(Also authorized to sign this report as acting principal executive officer at the time this Form 10-Q is filed.)
 
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