SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
[X] Quarterly Report Pursuant To Section 13 or 15(d) of the Securities Exchange
Act of 1934
For the quarterly period ended June 30, 2009
OR
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from _______________ to ______________________
Commission File No. 001-52751
FSB Community Bankshares, Inc.
------------------------------
(Exact name of registrant as specified in its charter)
United States 74-3164710
------------------------------- -----------------------
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
45 South Main Street, Fairport, New York 14450
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(Address of Principal Executive Offices) Zip Code
(585) 223-9080
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(Registrant's telephone number)
N/A
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(Former name or former address, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such requirements
for the past 90 days.
YES X NO .
----- ----
Indicate by check mark whether the registrant has submitted electronically and
posted on its corporate Web site, if any, every Interactive Data File required
to be submitted and posted pursuant to Rule 405 of Regulation S-T during the
preceding 12 months (or for such shorter period that the registrant was required
to submit and post such files).
YES NO .
----- ----
Indicate by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting company. See
the definitions of "large accelerated filer," "accelerated filer" and "smaller
reporting company" in Rule 12b-2 of the Exchange Act. (Check one)
Large accelerated filer [ ] Accelerated filer [ ]
Non-accelerated filer [ ] Smaller reporting company [X]
(Do not check if smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in
Rule 12b-2 of the Exchange Act).
YES NO X
----- ----
As of August 14, 2009 there were 1,785,000 shares of the Registrant's common
stock, par value $0.10 per share, outstanding, 946,050 of which were held by FSB
Community Bankshares, MHC, the Registrant's mutual holding company.
FSB Community Bankshares, Inc.
FORM 10-Q
Index
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Page
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Part I. Financial Information
Item 1. Consolidated Financial Statements (unaudited)
Consolidated Balance Sheets as of June 30, 2009
and December 31, 2008 1
Consolidated Statements of Operations for the Three Months Ended
June 30, 2009 and 2008 2
Consolidated Statements of Operations for the Six Months Ended
June 30, 2009 and 2008 3
Consolidated Statements of Stockholders' Equity for the Six Months Ended
June 30, 2009 and 2008 4
Consolidated Statements of Cash Flows for the Six Months Ended
June 30, 2009 and 2008 5
Notes to Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations 16
Item 3. Quantitative and Qualitative Disclosures about Market Risk 27
Item 4T. Controls and Procedures 27
Part II. Other Information
Item 1. Legal Proceedings 28
Item 1A. Risk Factors 28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds 29
Item 3. Defaults upon Senior Securities 29
Item 4. Submission of Matters to a Vote of Security Holders 29
Item 5. Other Information 29
Item 6. Exhibits 30
Signature Page 31
Part I. Financial Information
Item 1. Consolidated Financial Statements
FSB COMMUNITY BANKSHARES, INC.
Consolidated Balance Sheets
June 30, 2009 and December 31, 2008 (unaudited)
(Dollars in thousands, except per share data)
June 30, December 31,
Assets 2009 2008
------------------ -----------------
Cash and due from banks $ 5,194 $ 2,154
Interest-earning demand deposits 1,085 1,019
------------------ -----------------
Cash and Cash Equivalents 6,279 3,173
Securities available for sale 63,154 43,925
Securities held to maturity (fair value 2009 -$6,915, 2008- $7,091) 6,880 7,289
Investment in FHLB stock 2,028 2,312
Loans receivable, net of allowance for loan losses of: 2009 - $357,
2008 - $345 120,229 135,713
Accrued interest receivable 969 1,032
Premises and equipment, net 2,364 2,308
Other assets 831 383
------------------ ------------------
Total Assets $ 202,734 $ 196,135
================== ==================
Liabilities & Stockholders' Equity
Deposits:
Non-interest-bearing $ 3,658 $ 3,487
Interest-bearing 138,370 124,035
------------------ ------------------
Total Deposits 142,028 127,522
Short-term borrowings - 3,850
Long-term borrowings 37,748 41,631
Advances from borrowers for taxes and insurance 2,365 2,152
Other liabilities 627 939
------------------ ------------------
Total Liabilities 182,768 176,094
------------------ ------------------
Stockholders' Equity
Preferred Stock- no par- 1,000,000 shares authorized; -- --
no shares issued and outstanding
Common Stock- $0.10 par value - 10,000,000 shares authorized;
1,785,000 shares issued and outstanding 179 179
Additional paid-in-capital 7,278 7,286
Retained earnings 13,327 13,249
Accumulated other comprehensive loss (206) (43)
Unearned ESOP shares - at cost (612) (630)
------------------ ------------------
Total Stockholders' Equity 19,966 20,041
------------------ ------------------
Total Liabilities and Stockholders' Equity $ 202,734 $ 196,135
================== ==================
See accompanying notes to consolidated financial statements
1
FSB COMMUNITY BANKSHARES, INC.
Consolidated Statements of Operations
Three Months Ended June 30, 2009 and 2008 (unaudited)
(Dollars in thousands, except per share data)
2009 2008
------------------ ------------------
Interest and Dividend Income
Loans $ 1,757 $ 1,847
Securities - taxable 301 370
Mortgage-backed securities 299 302
Other 2 16
------------------ ------------------
Total Interest and Dividend Income 2,359 2,535
------------------ ------------------
Interest expense
Deposits 863 1,065
Borrowings 406 431
------------------ ------------------
Total Interest Expense 1,269 1,496
------------------ ------------------
Net Interest Income 1,090 1,039
Provision for Loan Losses 8 6
------------------ ------------------
Net Interest Income After Provision
for Loan Losses 1,082 1,033
------------------ ------------------
Other Income
Service fees 66 53
Fee income 17 39
Gain on sale of securities available for sale 92 -
Other 74 39
------------------ ------------------
Total Other Income 249 131
------------------ ------------------
Other Expenses
Salaries and employee benefits 556 547
Occupancy expense 124 114
Data processing costs 24 25
Advertising 52 88
Equipment expense 87 80
Electronic banking 19 17
Directors' fees 29 31
Mortgage fees and taxes 72 66
Other expense 328 182
------------------ ------------------
Total Other Expenses 1,291 1,150
------------------ ------------------
Income Before Income Taxes 40 14
Provision for Income Taxes 13 4
------------------ ------------------
Net Income $ 27 $ 10
================== ==================
Earnings per common share $ 0.02 $ 0.01
================== ==================
See accompanying notes to consolidated financial statements
2
FSB COMMUNITY BANKSHARES, INC.
Consolidated Statements of Operations
Six Months Ended June 30, 2009 and 2008 (unaudited)
(Dollars in thousands, except per share data)
2009 2008
------------------ ------------------
Interest and Dividend Income
Loans $ 3,664 $ 3,664
Securities - taxable 568 683
Mortgage-backed securities 625 504
Other 3 90
------------------ ------------------
Total Interest and Dividend Income 4,860 4,941
------------------ ------------------
Interest expense
Deposits 1,742 2,207
Borrowings:
Short-term 1 -
Long-term 830 809
------------------ ------------------
Total Interest Expense 2,573 3,016
------------------ ------------------
Net Interest Income 2,287 1,925
Provision for Loan Losses 14 6
------------------ ------------------
Net Interest Income After Provision
for Loan Losses 2,273 1,919
------------------ ------------------
Other Income
Service fees 115 91
Fee income 28 54
Gain on sale of securities available for sale 92 -
Other 148 80
------------------ ------------------
Total Other Income 383 225
------------------ ------------------
Other Expenses
Salaries and employee benefits 1,249 1,184
Occupancy expense 249 228
Data processing costs 47 41
Advertising 84 149
Equipment expense 177 165
Electronic banking 39 35
Directors' fees 57 57
Mortgage fees and taxes 116 96
Other expense 519 339
------------------ ------------------
Total Other Expenses 2,537 2,294
------------------ ------------------
Income (Loss) Before Income Taxes 119 (150)
Provision (Benefit) for Income Taxes 41 (54)
------------------ ------------------
Net Income (Loss) $ 78 $ (96)
================== ==================
Earnings (Loss) per common share $ 0.05 $ (0.06)
================== ==================
See accompanying notes to consolidated financial statements
3
FSB COMMUNITY BANKSHARES, INC.
Consolidated Statements of Stockholders' Equity
Six Months Ended June 30, 2009 and 2008 (unaudited)
(Dollars in thousands)
Accumulated
Additional Other Unearned
Common Paid in Retained Comprehensive ESOP
Stock Capital Earnings Income (Loss) Shares Total
--------- ------------ ----------- ------------------ ------------ ------------
Balance - January 1, 2008 $ 179 $ 7,293 $ 13,224 $ 118 $ (665) $ 20,149
------------
Comprehensive loss:
Net loss - - (96) - - (96)
Change in net unrealized gain
(loss) on securities
available for sale, net of
taxes - - - (212) - (212)
------------
Total Comprehensive Loss (308)
ESOP shares committed to be
released
Balance - June 30, 2008 - (4) - - 18 14
--------- ------------ ----------- ------------------ ------------ ------------
$ 179 $ 7,289 $ 13,128 $ (94) $ (647) $ 19,855
========= ============ =========== ================== ============ ============
Balance - January 1, 2009 $ 179 $ 7,286 $ 13,249 $ (43) $ (630) $ 20,041
Comprehensive loss:
Net income - - 78 - - 78
Change in net unrealized
loss on securities
available for sale, net of
reclassification adjustment
and taxes - - - (163) - (163)
-----------
Total Comprehensive Loss (85)
ESOP shares committed to be
released - (8) - - 18 10
--------- ------------ ----------- ------------------ ------------ ------------
Balance - June 30, 2009 $ 179 $ 7,278 $ 13,327 $ (206) $ (612) $ 19,966
========= ============ =========== ================== ============ ============
See accompanying notes to consolidated financial statements
4
FSB COMMUNITY BANKSHARES, INC.
Consolidated Statements of Cash Flows
Six Months Ended June 30, 2009 and 2008 (unaudited) (Dollars
in thousands)
2009 2008
------------------ -----------------
Cash Flows From Operating Activities
Net Income (Loss) $ 78 $ (96)
Adjustments to reconcile net income (loss) to net cash used by
operating activities:
Net amortization of premiums and discounts on investments 285 162
Gain on sale of securities available for sale (92) -
Gain on sale of loans (45) (7)
Amortization of net deferred loan origination fees and costs 11 (12)
Depreciation and amortization 135 134
Provision for loan losses 14 6
Expense related to ESOP 10 14
Deferred income tax benefit (78) (35)
Decrease (increase) in accrued interest receivable 63 (216)
Decrease (increase) in other assets (503) 6
Decrease in other liabilities (92) (107)
------------------ -----------------
Net Cash Used By Operating Activities (214) (151)
------------------ -----------------
Cash Flows From Investing Activities
Purchase of securities held to maturity - (3,001)
Proceeds from maturities and calls of securities held to maturity - 18,988
Proceeds from principal paydowns of securities held to maturity 406 1,149
Purchase of securities available for sale (57,644) (49,948)
Proceeds from maturities and calls of securities available for sale 30,485 5,500
Proceeds from principal paydowns of securities available for sale 2,135 1,462
Proceeds from sales of securities available for sale 5,355 -
Net (increase) decrease in loans 4,403 (9,154)
Proceeds from sales of loans 11,101 1,627
Redemption (purchase) of Federal Home Loan Bank stock 284 (888)
Purchase of premises and equipment (191) (23)
------------------ -----------------
Net Cash Used By Investing Activities (3,666) (34,288)
------------------ -----------------
Cash Flows From Financing Activities
Net increase in deposits 14,506 10,005
Net decrease in short-term borrowings (3,850) -
Proceeds from long-term borrowings - 21,500
Repayments on long-term borrowings (3,883) (2,023)
Net increase in advances from borrowed
for taxes and insurance 213 580
------------------ -----------------
Net Cash Provided By Financing Activities 6,986 30,062
------------------ -----------------
Net Increase (Decrease) in Cash
and Cash Equivalents 3,106 (4,377)
Cash and Cash Equivalents- Beginning 3,173 9,444
------------------ -----------------
Cash and Cash Equivalents- Ending $ 6,279 $ 5,067
================== =================
5
FSB COMMUNITY BANKSHARES, INC.
Consolidated Statements of Cash Flows, (Continued)
2009 2008
------------------ -----------------
Supplementary Cash Flows Information
Interest paid $ 2,587 $ 3,089
================== =================
Income taxes paid $ 115 $ -
================== =================
See accompanying notes to consolidated financial statements
6
Notes to Consolidated Financial Statements
Note 1-Basis of Presentation
The accompanying unaudited consolidated financial statements of FSB Community
Bankshares, Inc. and its wholly owned subsidiary (the "Company") have been
prepared in accordance with accounting principles generally accepted in the
United States of America for interim financial information and the applicable
instructions to Form 10-Q and Regulation S-X. Accordingly, they do not include
all of the information and footnotes necessary for a complete presentation of
consolidated financial position, results of operations, and cash flows in
conformity with generally accepted accounting principles. In the opinion of
management, all adjustments, consisting of normal recurring accruals, considered
necessary for a fair presentation have been included.
The unaudited consolidated financial statements and "Management's Discussion and
Analysis of Financial Condition and Results of Operations" should be read in
conjunction with the Company's audited financial statements for the year ended
December 31, 2008, included in the Annual Report filed on Form 10-K with the
Securities and Exchange Commission ("SEC") on March 31, 2009.
Operating results for the three and six months ended June 30, 2009 are not
necessarily indicative of the results that may be expected for the year ending
December 31, 2009.
The consolidated financial statements at June 30, 2009 and December 31, 2008 and
for the three and six months ended June 30, 2009 and 2008 include the accounts
of the Company, Fairport Savings Bank (the "Bank") and the Bank's wholly-owned
subsidiary, Oakleaf Services Corporation ("Oakleaf"). All inter-company balances
and transactions have been eliminated in consolidation. Certain amounts from
prior periods may have been reclassified, when necessary, to conform to current
period presentation.
The Company has evaluated subsequent events through August 14, 2009 which is the
date the consolidated financial statements were issued.
Note 2-Fair Value Accounting and Measurement
Management uses its best judgment in estimating the fair value of the Company's
financial instruments; however, there are inherent weaknesses in any estimation
technique. Therefore, for substantially all financial instruments, the fair
value estimates herein are not necessarily indicative of the amounts the Company
could have realized in a sale transaction on the dates indicated. The estimated
fair value amounts have been measured as of their respective reporting dates and
have not been re-evaluated or updated for purposes of these consolidated
financial statements subsequent to those respective dates. As such, the
estimated fair values of these financial instruments subsequent to the
respective reporting dates may be different than the amounts reported at each
reporting date.
In September 2006, the Financial Accounting Standards Board ("FASB") issued
Statement No. 157, Fair Value Measurements ("SFAS 157"), which defines fair
value, establishes a framework for measuring fair value under GAAP, and expands
disclosures about fair value measurements. SFAS 157 applies to other accounting
pronouncements that require or permit fair value measurements.
7
Note 2-Fair Value Accounting and Measurement (Continued)
SFAS 157 establishes a fair value hierarchy that prioritizes the inputs to
valuation methods used to measure fair value. The hierarchy gives the
highest priority to unadjusted quoted prices in active markets for
identical assets or liabilities (Level 1 measurements) and the lowest
priority to unobservable inputs (Level 3 measurements). The three levels of
the fair value hierarchy under SFAS 157 are as follows:
Level 1: Unadjusted quoted prices in active markets that are accessible
at the measurement date for identical unrestricted assets or
liabilities.
Level 2: Quoted prices in markets that are not active, or inputs that
are observable either directly or indirectly, for substantially the full
term of the asset or liability.
Level 3: Prices or valuation techniques that require inputs that are
both significant to the fair value measurement and unobservable (i.e.
supported with little or no market activity).
An asset or liability's level within the fair value hierarchy is based on
the lowest level of input that is significant to the fair value
measurement.
For assets measured at fair value on a recurring basis, the fair value
measurements by level within the fair value hierarchy used are as follows
at June 30, 2009 and at December 31, 2008:
(Dollars in Thousands) Total Level 1 Level 2 Level 3
----- ------- ------- -------
June 30, 2009
Securities available for sale $ 63,154 $ 5 $ 63,149 $ -
======== ======= ======== ======
December 31, 2008
Securities available for sale $ 43,925 $ 6 $ 43,919 $ -
======== ======= ======== ======
SFAS No. 107, Disclosure about Fair Value of Financial Instruments ("SFAS
107"), requires disclosure of fair value information about financial
instruments, whether or not recognized in the consolidated balance sheets,
for which it is practicable to estimate that value. In cases where quoted
market prices are not available, fair values are based on estimates using
present value or other valuation techniques. Those techniques are
significantly affected by the assumptions used, including the discount rate
and estimates of future cash flows. In that regard, the defined fair value
estimates cannot be substantiated by comparison to independent markets and,
in many cases, could not be realized in immediate settlement of the
instrument. SFAS 107 excludes certain financial instruments and all
non-financial instruments from its disclosure requirements. Accordingly,
the aggregate fair value amounts presented do not represent the underlying
value of the Company.
The following methods and assumptions were used by the Company in
estimating its fair value disclosures for financial instruments at June 30,
2009 and December 31, 2008:
Cash, Due from Banks, and Interest-Bearing Demand Deposits
The carrying amounts of these assets approximate their fair values.
8
Note 2-Fair Value Accounting and Measurement (Continued)
Investment Securities
The fair value of securities available for sale (carried at fair value) and
held to maturity (carried at amortized cost) are determined by obtaining
quoted market prices on nationally recognized securities exchanges (Level
1), or matrix pricing (Level 2), which is a mathematical technique used
widely in the industry to value debt securities without relying exclusively
on quoted market prices for the specific securities but rather by relying
on the securities' relationship to other benchmark quoted prices. For
certain securities which are not traded in active markets or are subject to
transfer restrictions, valuations are adjusted to reflect illiquidity
and/or non-transferability, and such adjustments are generally based on
available market evidence (Level 3). In the absence of such evidence,
management's best estimate is used. Management's best estimate consists of
both internal and external support on certain Level 3 investments. Internal
cash flow models using a present value formula that includes assumptions
market participants would use along with indicative exit pricing obtained
from broker/dealers (where available) are used to support fair values of
certain Level 3 investments. The Company had no Level 3 investment
securities at June 30, 2009 or December 31, 2008.
Investment in FHLB Stock
The carrying value of FHLB stock approximates its fair value based on the
redemption provisions of the FHLB stock.
Loans
The fair values of loans are estimated using discounted cash flow analyses,
using market rates at the balance sheet date that reflect the credit and
interest rate-risk inherent in the loans. Projected future cash flows are
calculated based upon contractual maturity or call dates, projected
repayments and prepayments of principal. Generally, for variable rate loans
that reprice frequently and with no significant change in credit risk, fair
values are based on carrying values.
Accrued Interest Receivable and Payable
The carrying amount of accrued interest receivable and payable approximates
fair value.
Deposits
The fair values disclosed for demand deposits (e.g., NOW accounts,
non-interest checking, regular savings and certain types of money market
accounts) are, by definition, equal to the amount payable on demand at the
reporting date (i.e., their carrying amounts). The carrying amounts for
variable-rate certificates of deposit approximate their fair values at the
reporting date. Fair values for fixed rate certificates of deposit are
estimated using a discounted cash flow calculation that applies market
interest rates currently being offered on certificates to a schedule of
aggregated expected monthly maturities on time deposits.
Borrowings
The fair values of FHLB long-term borrowings are estimated using discounted
cash flow analyses, based on the quoted rates for new FHLB advances with
similar credit risk characteristics, terms and remaining maturity. The
carrying amount of short-term borrowings approximate their fair value.
Off-Balance Sheet Instruments
The fair values for off-balance sheet financial instruments (lending
commitments and lines of credit) are estimated using the fees currently
charged to enter into similar agreements, taking into account market
interest rates, the remaining terms and present credit worthiness of the
counterparties.
9
Note 2 - Fair Value Accounting and Measurement (continued)
The carrying amounts and estimated fair values of the Company's financial
instruments at June 30, 2009 and December 31, 2008 are as follows:
June 30, 2009 December 31, 2008
----------------------------------- -----------------------------------
Carrying Fair Carrying Fair
Amount Value Amount Value
----------------- ---------------- ---------------- ------------------
(In Thousands)
Financial assets:
Cash and due from banks $ 5,194 $ 5,194 $ 2,154 $ 2,154
Interest bearing demand deposits 1,085 1,085 1,019 1,019
Securities available for sale 63,154 63,154 43,925 43,925
Securities held to maturity 6,880 6,915 7,289 7,091
FHLB stock 2,028 2,028 2,312 2,312
Loans, net 120,229 122,100 135,713 136,610
Accrued interest receivable 969 969 1,032 1,032
Financial liabilities:
Deposits 142,028 143,747 127,522 129,245
Short-term borrowings - - 3,850 3,850
Long-term borrowings 37,748 37,851 41,631 41,899
Accrued interest payable 139 139 153 153
Off-balance sheet instruments:
Commitments to extend credit - - - -
10
Note 3 - Securities
The amortized cost and estimated fair value of securities with gross unrealized
gains and losses at June 30, 2009 and December 31, 2008 are as follows:
Gross Gross
Amortized Unrealized Unrealized Fair
Cost Gains Losses Value
--------------- ---------------- ---------------- ---------------
(In Thousands)
June 30 2009:
Available for Sale:
Equity securities $ 9 $ - $ (4) $ 5
U.S. Government obligations 42,510 38 (593) 41,955
Mortgage-backed securities -
residential 20,952 244 (2) 21,194
--------------- ---------------- ---------------- ---------------
$ 63,471 $ 282 $ (599) $ 63,154
=============== ================ ================ ===============
Held to Maturity:
Mortgage-backed securities -
residential $ 6,880 $ 49 $ (14) $ 6,915
=============== ================ ================ ===============
December 31, 2008:
Available for Sale:
Equity securities $ 9 $ - $ (3) $ 6
U.S. Government obligations 22,196 82 (49) 22,229
Mortgage-backed securities -
residential 21,785 38 (133) 21,690
--------------- ---------------- ---------------- ---------------
$ 43,990 $ 120 $ (185) $ 43,925
=============== ================ ================ ===============
Held to Maturity:
Mortgage-backed securities -
residential $ 7,289 $ - $ (198) $ 7,091
=============== ================ ================ ===============
Mortgage-backed securities consist of securities issued by FNMA, FHLMC, GNMA,
and FFCB collateralized by residential mortgages.
The amortized cost and estimated fair value by contractual maturity of debt
securities at June 30, 2009 are shown below. Actual maturities may differ from
contractual maturities because borrowers may have the right to call or prepay
obligations.
Available for Sale Held to Maturity
----------------------------------- ---------------------------------
Amortized Estimated Amortized Estimated
Cost Fair Value Cost Fair Value
-------------- ------------------ --------------- ---------------
(In Thousands) (In Thousands)
Due in one year or less $ - $ - $ - $ -
Due after one year through five years 2,505 2,505 - -
Due after five years through ten years 12,559 12,470 - -
Due after ten years 27,446 26,980 - -
Mortgage-backed securities -
residential 20,952 21,194 6,880 6,915
--------------- ---------------- ---------------- ---------------
$ 63,462 $ 63,149 $ 6,880 $ 6,915
=============== ================= ================ ===============
11
Note 3 - Securities (continued)
There was a $92,000 gain on sale of available for sale securities in the first
six months of 2009. There were no gross realized gains or losses recognized on
sales of securities available for sale for the six months ended June 30, 2008.
No securities were pledged to secure public deposits or for any other purpose
required or permitted by law at June 30, 2009 and December 31, 2008.
The following table shows gross unrealized losses and fair value, aggregated by
investment category and length of time that individual securities have been in a
continuous unrealized loss position, at June 30, 2009 and December 31, 2008:
Less than 12 Months 12 Months or More Total
----------------------------- ----------------------------- ------------------------------
Gross Gross Gross
Fair Unrealized Fair Unrealized Fair Unrealized
Value Losses Value Losses Value Losses
---------- ---------------- ------------- ------------- ------------- ---------------
(In Thousands)
June 30, 2009:
Equity securities $ 9 $ 4 $ - $ - $ 9 $ 4
U.S. Government
obligations 23,958 593 - - 23,958 593
mortgaged-backed
securities -
residential 4,143 4 1,110 12 5,253 16
-------------- -------------- -------------- -------------- -------------- --------------
$ 28,110 $ 601 $ 1,110 $ 12 $ 29,220 $ 613
============== ============== ============== ============== ============== ==============
December 31, 2008:
Equity securities $ 6 $ 3 $ - $ - $ 6 $ 3
U.S. Government
obligations 3,354 49 - - 3,354 49
mortgaged-backed
securities -
residential 22,556 268 1,335 63 23,891 331
-------------- -------------- -------------- -------------- -------------- --------------
$ 25,916 $ 320 $ 1,335 $ 63 $ 27,251 $ 383
============== ============== ============== ============== ============== ==============
Management evaluates securities for other-than-temporary impairment at least on
a quarterly basis, and more frequently when economic or market concerns warrant
such evaluation. Consideration is given to (1) the length of time and the extent
to which the fair value has been less than the amortized cost basis, (2) the
financial condition of the issuer (and guarantor, if any) and adverse conditions
specifically related to the security, industry or geographic area, (3) failure
of the issuer of the security to make scheduled interest or principal payments,
(4) any changes to the rating of a security by a rating agency, and (5) the
presence of credit enhancements, if any, including the guarantee of the federal
government or any of its agencies.
At June 30, 2009, thirty-four debt securities have been in a continuous
unrealized loss position for less than twelve months. Two debt securities have
been in a continuous unrealized loss position for more than twelve months. As
management believes the Company does not intend to sell and will not be required
to sell these securities prior to recovery or maturity, no declines are deemed
to be other than temporary.
12
Note 4 - Federal Home Loan Bank of New York Stock
Federal Home Loan Bank of New York ("FHLB") stock represents the required
investment in the common stock of a correspondent bank.
Management evaluates the FHLB stock for impairment in accordance with Statement
of Position (SOP) 01-6, Accounting by Certain Entities (Including Entities With
Trade Receivables) That Lend to or Finance the Activities of Others.
Management's determination of whether this investment is impaired is based on
their assessment of the ultimate recoverability of its cost rather than by
recognizing temporary declines in value. The determination of whether a decline
affects the ultimate recoverability of 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.
Management believes no impairment charge is necessary related to the FHLB stock
as of June 30, 2009.
Note 5 - Comprehensive Loss
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
securities, are reported as a separate component of the stockholders' equity
section of the consolidated balance sheets, such items, along with net income,
are components of comprehensive loss.
The components of other comprehensive loss and related tax effects for the three
and six months ended June 30, 2009 and 2008 are as follows:
For the Three Months Ended For the Six Months Ended
June 30, June 30,
2009 2008 2009 2008
---- ---- ---- ----
(In Thousands) (In Thousands)
Unrealized holding loss on available
for sale securities $ (780) $ (317) $ (339) $ (323)
Reclassification adjustment for realized
gain included in net income (92) - (92) -
----------- ----------- ----------- -----------
Net Unrealized Loss (688) (317) (247) (323)
Tax effect (234) (109) (84) (111)
----------- ----------- ----------- -----------
Net of tax amount $ (454) $ (208) $ (163) $ (212)
=========== =========== =========== ===========
Note 6 - Earnings (Loss) Per Common Share
Earnings (loss) per common share are calculated by dividing the net income
(loss) by the weighted-average number of common shares outstanding during the
period. The Company has not granted any restricted stock awards or stock options
and, during the three and six months ended June 30, 2009 and 2008, had no
potentially dilutive common stock equivalents. Unallocated common shares held by
the ESOP are not included in the weighted-average number of common shares
outstanding for purposes of calculating earnings (loss) per common share until
13
Note 6 - Earnings (Loss) Per Common Share (continued)
they are committed to be released. The weighted average common shares
outstanding were 1,723,775 for the three months ended June 30, 2009 and
1,723,340 for the six months ended June 30, 2009 and 1,718,526 for the three and
six months ended June 30, 2008.
Note 7 - Recent Accounting Pronouncements
FSP FAS 157-4
In April 2009, the Financial Accounting Standards Board (FASB) issued FASB Staff
Position (FSP) No. FAS 157-4, Determining Fair Value When the Volume and Level
of Activity for the Asset or Liability Have Significantly Decreased and
Identifying Transactions That Are Not Orderly (FSP FAS 157-4). FASB Statement
157, Fair Value Measurements, defines fair value as the price that would be
received to sell the asset or transfer the liability in an orderly transaction
(that is, not a forced liquidation or distressed sale) between market
participants at the measurement date under current market conditions. FSP FAS
157-4 provides additional guidance on determining when the volume and level of
activity for the asset or liability has significantly decreased. The FSP also
includes guidance on identifying circumstances when a transaction may not be
considered orderly.
FSP FAS 157-4 provides a list of factors that a reporting entity should evaluate
to determine whether there has been a significant decrease in the volume and
level of activity for the asset or liability in relation to normal market
activity for the asset or liability. When the reporting entity concludes there
has been a significant decrease in the volume and level of activity for the
asset or liability, further analysis of the information from that market is
needed and significant adjustments to the related prices may be necessary to
estimate fair value in accordance with Statement 157.
This FSP clarifies that when there has been a significant decrease in the volume
and level of activity for the asset or liability, some transactions may not be
orderly. In those situations, the entity must evaluate the weight of the
evidence to determine whether the transaction is orderly. The FSP provides a
list of circumstances that may indicate that a transaction is not orderly. A
transaction price that is not associated with an orderly transaction is given
little, if any, weight when estimating fair value.
This FSP is effective for interim and annual reporting periods ending after June
15, 2009. The adoption of this FSP by the Company, effective April 1, 2009, did
not have a material impact on the results of operations or consolidated
financial position.
FSP FAS 115-2 and FAS 124-2
In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and
Presentation of Other-Than-Temporary Impairments (FSP FAS 115-2 and FAS 124-2).
FSP FAS 115-2 and FAS 124-2 clarifies the interaction of the factors that should
be considered when determining whether a debt security is other-than-temporarily
impaired. For debt securities, management must assess whether (a) it has the
intent to sell the security and (b) it is more likely than not that it will be
required to sell the security prior to its anticipated recovery. These steps are
done before assessing whether the entity will recover the cost basis of the
investment. Previously, this assessment required management to assert it has
both the intent and the ability to hold a security for a period of time
sufficient to allow for an anticipated recovery in fair value to avoid
recognizing an other-than-temporary impairment. This change does not affect the
need to forecast recovery of the value of the security through either cash flows
or market price.
In instances when a determination is made that an other-than-temporary
impairment exists but the investor does not intend to sell the debt security and
it is not more likely than not that it will be required to sell the debt
security prior to its anticipated recovery, FSP FAS 115-2 and FAS 124-2 changes
the presentation and amount of the other-than-temporary impairment recognized in
the income statement.
14
Note 7 - Recent Accounting Pronouncements (continued)
The other-than-temporary impairment is separated into (a) the amount of the
total other-than-temporary impairment related to a decrease in cash flows
expected to be collected from the debt security (the credit loss) and (b) the
amount of the total other-than-temporary impairment related to all other
factors. The amount of the total other-than-temporary impairment related to the
credit loss is recognized in earnings. The amount of the total
other-than-temporary impairment related to all other factors is recognized in
other comprehensive income.
This FSP is effective for interim and annual reporting periods ending after June
15, 2009. The adoption of this FSP by the Company, effective April 1, 2009, did
not have a material impact on amounts reported in the Company's consolidated
financial statements.
FSP FAS 107-1 and APB 28-1
In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim
Disclosures about Fair Value of Financial Instruments (FSP FAS 107-1 and APB
28-1). FSP FAS 107-1 and APB 28-1 amends FASB Statement No. 107, Disclosures
about Fair Value of Financial Instruments, to require disclosures about fair
value of financial instruments for interim reporting periods of publicly traded
companies as well as in annual financial statements. This FSP also amends APB
Opinion No. 28, Interim Financial Reporting, to require those disclosures in
summarized financial information at interim reporting periods.
This FSP is effective for interim and annual reporting periods ending after June
15, 2009. The adoption of this FSP by the Company, effective June 30, 2009, did
not have a material impact on amounts reported in the Company's consolidated
financial statements.
FASB Statement No. 166
In June 2009, the FASB issued SFAS No. 166, Accounting for Transfers of
Financial Assets, an amendment of FASB Statement No. 140. This statement
prescribes the information that a reporting entity must provide in its financial
reports about a transfer of financial assets; the effects of a transfer on its
financial position, financial performance and cash flows; and a transferor's
continuing involvement in transferred financial assets. Specifically, among
other aspects, SFAS 166 amends Statement of Financial Standard No. 140,
Accounting for Transfers and Servicing of Financial Assets and Extinguishments
of Liabilities, or SFAS 140, by removing the concept of a qualifying
special-purpose entity from SFAS 140 and removes the exception from applying FIN
46(R) to variable interest entities that are qualifying special-purpose
entities. It also modifies the financial-components approach used in SFAS 140.
SFAS 166 is effective for fiscal years beginning after November 15, 2009. The
Company has not determined the effect that the adoption of SFAS 166 will have on
its consolidated financial position or results of operations.
FASB Statement No. 167
In June 2009, the FASB issued SFAS No. 167, Amendments to FASB Interpretation
No. 46(R). This statement amends FASB Interpretation No. 46, Consolidation of
Variable Interest Entities (revised December, 2003) -- an interpretation of ARB
No. 51, or FIN 46(R), to require an enterprise to determine whether it's
variable interest or interests give it a controlling financial interest in a
variable interest entity. The primary beneficiary of a variable interest entity
is the enterprise that has both (1) the power to direct the activities of a
variable interest entity that most significantly impact the entity's economic
performance and (2) the obligation to absorb losses of the entity that could
potentially be significant to the variable interest entity or the right to
receive benefits from the entity that could potentially be significant to the
variable interest entity. SFAS 167 also amends FIN 46(R) to require ongoing
reassessments of whether an enterprise is the primary beneficiary of a variable
interest entity. SFAS 167 is effective for
15
Note 7 - Recent Accounting Pronouncements
fiscal years beginning after November 15, 2009. The Company has not determined
the effect that the adoption of SFAS 166 will have on its consolidated financial
position or results of operations.
FASB Statement No. 168
In June 2009, the FASB issued SFAS No. 168, The FASB Accounting Standards
Codification and the Hierarchy of Generally Accepted Accounting Principles, a
replacement of FASB Statement No. 162. SFAS 168 replaces SFAS No. 162, The
Hierarchy of Generally Accepted Accounting Principles, to establish the FASB
Accounting Standards Codification as the source of authoritative accounting
principles recognized by the FASB to be applied by non-governmental entities in
preparation of financial statements in conformity with generally accepted
accounting principles in the United States. SFAS 168 is effective for interim
and annual periods ending after September 15, 2009. The Company does not expect
the adoption of this standard to have an impact on its consolidated financial
position or results of operations.
FASB Statement No. 165
In May 2009, the FASB issued Statement of Financial Accounting Standards (SFAS)
No. 165, Subsequent Events, which establishes principles and requirements for
subsequent events. In particular, this Statement defines (i) the period after
the balance sheet date during which management of a reporting entity shall
evaluate events or transactions that may occur for potential recognition or
disclosure in the financial statements, (ii) the circumstances under which an
entity shall recognize events or transactions occurring after the balance sheet
date in its financial statements, and (iii) the disclosures that an entity shall
make about events or transactions that occurred after the balance sheet date.
SFAS No. 165 is effective for interim or annual financial periods ending after
June 15, 2009, and shall be applied prospectively. The adoption of SFAS No. 165
did not have a material effect on the Company's consolidated financial
condition, results of operations or cash flows.
Item 2. Management's Discussion and Analysis of Financial Condition and
Results of Operations
General
Throughout the Management's Discussion and Analysis ("MD&A"), the term "the
Company" refers to the consolidated entity of FSB Community Bankshares, Inc.,
Fairport Savings Bank, and Oakleaf Services Corporation, a wholly owned
subsidiary of Fairport Savings Bank. At June 30, 2009, FSB Community Bankshares,
MHC the Company's mutual holding company parent, held 946,050 shares, or 53.0%,
of the Company's common stock, engaged in no significant activities, and was not
included in the MD&A.
Forward Looking Statements
This Quarterly Report contains forward-looking statements, within the meaning of
the Private Securities Litigation Reform Act of 1995. Such statements are
subject to certain risks and uncertainties, including, among other things,
changes in economic conditions including real estate values in the Company's
market area, changes in policies by regulatory agencies, fluctuations in
interest rates, demand for loans in the Company's market areas and competition,
that could cause actual results to differ materially from historical earnings
and those presently anticipated or projected. The Company wishes to caution
readers not to place undue reliance on any such forward-looking statements,
which speak only as of the date made. The Company wishes to advise readers that
the factors listed above could affect the Company's financial performance and
16
could cause the Company's actual results for future periods to differ materially
from any opinions or statements expressed with respect to future periods in any
current statements.
The Company does not undertake, and specifically declines any obligation, to
publicly release the results of any revisions that may be made to any
forward-looking statements to reflect events or circumstances after the date of
such statements or to reflect the occurrence of anticipated or unanticipated
events.
Critical Accounting Policies
The most significant accounting policies followed by the Company are presented
in Note 1 to the consolidated financial statements ("the Consolidated Financial
Statements") included in the Company's Annual Report filed on Form 10-K with the
Securities and Exchange Commission on March 31, 2009. These policies, along with
the disclosures presented in the other financial statement notes and in this
discussion, provide information on how significant assets and liabilities are
valued in the consolidated financial statements and how those values are
determined. Based on the valuation techniques used and the sensitivity of
financial statement amounts to the methods, assumptions and estimates underlying
those amounts, management has identified the determination of the allowance for
loan losses and the evaluation of investment securities for other than temporary
impairment to be the accounting areas that require the most subjective and
complex judgments, and as such could be the most subject to revision as new
information becomes available.
Allowance for Loan Losses. The allowance for loan losses is established as
losses are estimated to have occurred in the loan portfolio. The allowance for
loan losses is recorded through a provision for loan losses charged to earnings.
Loan losses are charged against the allowance when management believes the
uncollectability of a loan balance is confirmed. Subsequent recoveries, if any,
are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management and
is based upon management's periodic review of the collectability of the loans in
light of historical experience, the nature and volume of the loan portfolio,
adverse situations that may affect the borrower's ability to repay, the
estimated value of any underlying collateral and prevailing economic conditions.
This evaluation is inherently subjective as it requires estimates that are
susceptible to significant revision as more information becomes available.
The allowance consists of specific, general, and unallocated components. The
specific component relates to loans that are classified as doubtful, substandard
or special mention. For such loans that are also classified as impaired, an
allowance is generally established when the collateral value of the impaired
loan is lower than the carrying value of that loan. The general component covers
non-classified loans and is based on historical loss experience 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.
As a substantial percentage of our loan portfolio is collateralized by real
estate, appraisals of the underlying value of property securing loans are
critical in determining the amount of the allowance required for specific loans.
Assumptions are instrumental in determining the value of properties. Overly
optimistic assumptions or negative changes to assumptions could significantly
affect the valuation of a property securing a loan and the related allowance
determined. Management carefully reviews the assumptions supporting such
appraisals to determine that the resulting values reasonably reflect amounts
realizable on the related loans.
Management performs a quarterly evaluation of the adequacy of the allowance for
loan losses. We consider a variety of factors in establishing this estimate
including, but not limited to: current economic conditions, delinquency
statistics, geographic concentrations, the adequacy of the underlying
collateral, the financial strength of the borrower, results of internal loan
reviews, and other relevant factors.
17
Critical Accounting Policies (Continued)
This evaluation is inherently subjective as it requires material estimates by
management that may be susceptible to significant change based on changes in
economic and real estate market conditions.
Actual loan losses may be significantly more than the allowance we have
established which could have a material negative effect on our financial
results.
Other than temporary impairment. When the fair value of a held to maturity or
available for sale security is less than its amortized cost basis, an assessment
is made at the balance sheet date as to whether other-than-temporary impairment
(OTTI) is present.
The Company considers numerous factors when determining whether a potential OTTI
exists and the period over which the debt security is expected to recover. The
principal factors considered are (1) the length of time and the extent to which
the fair value has been less than the amortized cost basis, (2) the financial
condition of the issuer (and guarantor, if any) and adverse conditions
specifically related to the security, industry or geographic area, (3) failure
of the issuer of the security to make scheduled interest or principal payments,
(4) any changes to the rating of a security by a rating agency, and (5) the
presence of credit enhancements, if any, including the guarantee of the federal
government or any of its agencies.
For debt securities, OTTI is considered to have occurred if (1) the Company
intends to sell the security, (2) it is more likely than not the Company will be
required to sell the security before recovery of its amortized cost basis, or
(3) if the present value of expected cash flows is not sufficient to recover the
entire amortized cost basis. In determining the present value of expected cash
flows, the Company discounts the expected cash flows at the effective interest
rate implicit in the security at the date of acquisition or, for debt securities
that are beneficial interests in securitized financial assets, at the current
rate used to accrete the beneficial interest. In estimating cash flows expected
to be collected, the Company uses available information with respect to security
prepayment speeds, expected deferral and default rates and severity, whether
subordinated interests, if any, are capable of absorbing estimated losses and
the value of any underlying collateral.
In determining whether OTTI has occurred for equity securities, the Company
considers the applicable factors described above and the intent and ability of
the Company to retain its investment in the issuer for a period of time
sufficient to allow for any anticipated recovery in fair value.
Comparison of Financial Condition at June 30, 2009 and December 31, 2008
Total Assets. Total assets increased by $6.6 million, or 3.4%, to $202.7
million at June 30, 2009 from $196.1 million at December 31, 2008. The increase
in total assets primarily reflects increases in securities classified as
available for sale and cash and cash equivalents, partially offset by decreases
in net loans receivable.
Cash and cash equivalents increased by $3.1 million, or 97.9% to $6.3 million at
June 30, 2009 from $3.2 million at December 31, 2008.
Total securities increased by $18.8 million, or 36.7%, to $70.0 million at June
30, 2009 from $51.2 million at December 31, 2008. Securities classified as
available for sale increased $19.2 million to $63.1 million at June 30, 2009
from $43.9 million at December 31, 2008. The $19.2 million increase was
attributable to the purchase of $51.0 million of U.S. government agency
securities, purchases of $6.6 million of mortgage-backed securities, partially
offset by maturities of $30.4 million of U.S. government agency securities
classified as available for sale, the sale of $5.3 million of mortgage-backed
securities classified as available for sale, $2.1 million in principal
repayments received, and a $247,000 decrease in the fair value of securities
available for sale. Securities classified as held to maturity decreased $409,000
18
Comparison of Financial Condition at June 30, 2009 and December 31, 2008
(continued)
to $6.9 million at June 30, 2009 from $7.3 million at December 31, 2008
primarily as a result of principal repayments received from mortgage-backed
securities. All securities purchased in 2009 have been classified as securities
available for sale to provide a portfolio of marketable securities for liquidity
as an alternative to borrowings. The Company has reviewed its investment
securities portfolio at June 30, 2009, and has determined that no
other-than-temporary impairment exists in the portfolio.
Investment in FHLB of New York stock decreased by $284,000, or 12.3%, to $2.0
million at June 30, 2009, from $2.3 million at December 31, 2008 due to stock
redemptions. The FHLB of New York requires members to purchase and redeem stock
based on the level of borrowings.
Net loans receivable decreased by $15.5 million, or 11.4%, to $120.2 million at
June 30, 2009 from $135.7 million at December 31, 2008. The decrease in loans
receivable was primarily the result of sales of fixed rate residential mortgages
totaling $11.1 million in the first six months of 2009 and normal amortization.
Total loans sold and serviced as of June 30, 2009 totaled $15.2 million compared
to $5.1 million as of December 31, 2008. Management made the decision to sell
long term, fixed rate loans in this historically low interest rate environment.
The Bank sold these loans at gains which are recorded in other income, and will
realize servicing income on these loans as long as these loans are outstanding.
Management believes that selling these loans was a prudent interest rate
decision in order to position the consolidated balance sheet for higher interest
rates in the future. The Company continues to execute its business plan of
making high quality loans to existing customers and new customers in our market
area with $14.2 million of residential mortgage loan originations in the first
six months of 2009. We may experience further declines in our total residential
mortgages loan portfolio with additional mortgage loan sales based on the
current economic conditions and our desired interest rate sensitivity position.
As the interest rate market changes throughout the remainder of 2009, we intend
to continue to sell a portion of our existing fixed-rate residential mortgage
loans on a servicing retained basis, resulting in additional loan servicing
income.
The Company has never been involved with, and has no direct exposure to,
sub-prime lending activities. Credit quality continues to be the highest
priority when underwriting loans. Subjective judgments about a borrower's
ability to repay and the value of any underlying collateral are made prior to
approving a loan.
We believe our stringent underwriting standards have directly resulted in our
low level of non-accruing loans.
Deposits and Borrowings. Total deposits increased by $14.5 million, or 11.4%, to
$142.0 million at June 30, 2009 from $127.5 million at December 31, 2008.
Certificates of deposit, including IRAs, increased by $6.9 million. Transaction
accounts, including checking, NOW, money market and savings accounts, increased
by $7.6 million. The net deposit growth was attributable to the Irondequoit
branch growth of $5.9 million, Penfield branch growth of $5.6 million and
Fairport branch growth of $3.0 million. We continue to promote core customer
relationship banking, with bonus rates and incentive offerings.
Combined short and long term borrowings decreased by $7.8 million, or 17.0%, to
$37.7 million at June 30, 2009 from $45.5 million on December 31, 2008. The
decrease in borrowings included $3.9 million in short term borrowings and $3.9
million in long term borrowings. We repaid these borrowings in the first half of
2009 using increased deposits.
19
Stockholders' Equity. Total stockholders' equity decreased by $75,000 or
0.4%, to $20.0 million at June 30, 2009 from $20.0 million at December 31, 2008.
The decrease resulted principally from a $163,000 increase in accumulated other
comprehensive loss, partially offset by net income of $78,000 for the six months
ended June 30, 2009.
Non-Performing Assets. At June 30, 2009, the Company had $460,000 in loans
classified as non-performing assets compared to $146,000 in loans classified as
non-performing at December 31, 2008. At the time of this filing, both of the
borrowers have accepted purchase offers agreed to by all parties including the
Bank. At June 30, 2009 management has evaluated the Bank's loan loss reserve and
believes it is adequately funded based on the quality of the current loan
portfolio.
At June 30, 2009, there were no loans or other assets that are not
disclosed or disclosed as classified or special mention, where known information
about possible credit problems of borrowers caused us to have serious doubts as
to the ability of the borrowers to comply with the present loan repayment terms
and which may result in disclosure of such loans in the future.
Average balances and yields. The following tables set forth average balance
sheets, average yields and costs, and certain other information at and for the
periods indicated. All average balances are daily average balances. Non-accrual
loans were included in the computation of average balances, where applicable,
but have been reflected in the table as loans carrying a zero yield. The yields
set forth below include the effect of deferred fees, discounts and premiums that
are amortized or accreted to interest income. Yields have been annualized.
20
For the Three Months Ended June 30,
-------------------------------------------------------------------
2009 2008
-------------------------------- ---------------------------------
Interest Interest
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Cost Balance Expense Cost
--------- ---------- --------- ----------- ------------ -------
(Dollars in thousands)
Interest-earning assets:
Loans......................... $ 124,501 $ 1,757 5.64% $ 126,995 $ 1,847 5.82%
Securities.................... 35,215 301 3.42 31,378 370 4.72
Mortgage-backed securities.... 28,800 299 4.15 26,757 302 4.51
Other......................... 7,780 2 0.10 3,158 16 2.03
--------- ---------- ---------- -----------
Total interest-earning assets 196,296 2,359 4.81 188,288 2,535 5.39
---------- -----------
Non-interest-earning assets... 4,459 4,838
--------- ----------
Total assets............... $ 200,755 $ 193,126
========= ==========
Interest-bearing liabilities:
NOW accounts.................. 8,198 $ 14 0.68% 6,742 $ 15 0.89%
Passbook savings.............. 14,108 24 0.68 14,241 32 0.90
Money market savings......... 20,337 85 1.67 11,203 52 1.86
Individual retirement accounts 17,701 166 3.75 16,275 179 4.40
Certificates of deposit....... 75,525 574 3.04 76,366 787 4.12
Borrowings.................... 37,938 406 4.28 42,077 431 4.10
--------- ---------- ---------- -----------
Total interest-bearing
liabilities.............. 173,807 1,269 2.92 166,904 1,496 3.59
--------- ---------- --------- ---------- ----------- -------
Non-interest-bearing liabilities:
Demand deposits......... 3,552 3,303
Other......................... 3,003 2,774
--------- ----------
Total liabilities........ 180,362 172,981
Stockholders' equity.......... 20,393 20,145
--------- ----------
Total liabilities and
stockholders' equity..... $ 200,755 $ 193,126
========= ==========
Net interest income........... $ 1,090 $ 1,039
========== ==========
Interest rate spread (1)...... 1.89% 1.80%
========= ========
Net interest-earning assets (2) $ 22,489 21,384
========= ==========
Net interest margin (3)....... 2.22% 2.21%
=========== ===========
Average interest-earning assets
to average interest-bearing
liabilities................ 113% 113%
========= ==========
_____________________
(1) Interest rate spread represents the difference between the yield on
average interest-earning assets and the cost of average interest-bearing
liabilities.
(2) Net interest-earning assets represent total interest-earning assets less
total interest-bearing liabilities.
(3) Net interest margin represents net interest income divided by total
interest-earning assets.
21
For the Six Months Ended June 30,
-------------------------------------------------------------------
2009 2008
-------------------------------- ---------------------------------
Interest Interest
Average Income/ Yield/ Average Income/ Yield/
Balance Expense Cost Balance Expense Cost
--------- ---------- --------- ----------- ------------ -------
(Dollars in thousands)
Interest-earning assets:
Loans......................... $ 128,867 $ 3,664 5.69% $ 124,979 $ 3,664 5.86%
Securities.................... 29,901 568 3.81 28,921 683 4.72
Mortgage-backed securities.... 28,852 625 4.33 22,213 504 4.54
Other......................... 5,993 3 0.10 6,062 90 2.97
--------- ---------- ---------- -----------
Total interest-earning assets 193,613 4,860 5.02% 182,175 4,941 5.42%
---------- -----------
Non-interest-earning assets... 4,456 4,887
--------- ----------
Total assets............... $ 198,069 $ 187,062
========= ==========
Interest-bearing liabilities:
NOW accounts.................. $ 7,859 $ 28 0.71 $ 6,206 $ 27 0.87
Passbook savings.............. 13,789 50 0.73 13,851 71 1.03
Money market savings......... 18,858 180 1.91 11,027 120 2.18
Individual retirement accounts 17,347 333 3.84 16,199 360 4.44
Certificates of deposit....... 74,299 1,151 3.10 75,223 1,629 4.33
Borrowings.................... 39,352 831 4.22 38,720 809 4.18
--------- ---------- ---------- -----------
Total interest-bearing
liabilities.............. 171,504 2,573 3.00% 161,226 3,016 3.74%
--------- ---------- --------- ---------- ----------- -------
Non-interest-bearing liabilities:
Demand deposits......... 3,448 3,193
Other......................... 2,787 2,515
--------- ----------
Total liabilities........ 177,779 166,934
Stockholders' equity.......... 20,290 20,128
--------- ----------
Total liabilities and
stockholders' equity..... $ 198,069 $ 187,062
========= ==========
Net interest income........... $ 2,287 $ 1,925
========== ==========
Interest rate spread (1)...... 2.02% 1.68%
========= ========
Net interest-earning assets (2) $ 22,109 20,949
========= ==========
Net interest margin (3)....... 2.36% 2.11%
=========== ===========
Average interest-earning assets
to average interest-bearing
liabilities................ 113% 113%
========= ==========
Comparison of Operating Results for the Three Months Ended June 30, 2009 and
June 30, 2008
General. We had net income of $27,000 for the three months ended June 30,
2009 compared to net income of $10,000 for the three months ended June 30, 2008.
The increase of $17,000 in net income for the second quarter of 2009 compared to
the second quarter of 2008 resulted primarily from an increase in net interest
income of $51,000, an increase in other income of $118,000, partially offset by
an increase in provision for loan losses of $2,000, an increase in other
expenses of $141,000, and an increase in income tax expense of $9,000. The
increase in net interest income was the result of the Company's ability to
reduce the deposit costs in a low interest rate environment at a quicker pace
than the decrease in income of the interest earning assets, nominally increasing
the net interest margin to 2.22% in the second quarter of 2009 compared to a
2.21% net interest margin in the second quarter of 2008. During the second
quarter, the Federal Deposit Insurance Corporation (FDIC) imposed a five point
special assessment on each insured depository institution's assets minus Tier 1
capital as of June 30, 2009. As a result of this special assessment, Fairport
Savings Bank accrued an amount of $91,000 payable to the FDIC on September 30,
2009. In an effort to offset the effect of the FDIC special assessment on second
quarter earnings, the Bank completed the sale of $5.3 million in available for
sale mortgage-backed securities recording a pre-tax gain of approximately
$92,000 in May 2009.
Interest and Dividend Income. Interest and dividend income decreased by
$176,000 or 6.9%, to $2.4 million for the three months ended June 30, 2009 from
$2.5 million for the three months ended June 30, 2008. The decrease in interest
and dividend income resulted from a $90,000 or 4.9%, decrease in interest income
22
Comparison of Operating Results for the Three Months Ended June 30, 2009 and
June 30, 2008 (continued)
from loans, a $69,000 or 18.6% decrease in interest income from securities, a
$3,000 or 1.0% decrease in interest income from mortgage-backed securities, and
a $14,000 or 87.5% decrease in other interest income, primarily interest earning
demand accounts. Average interest-earning assets increased by $8.0 million, or
4.3%, to $196.3 million for the three months ended June 30, 2009 from $188.3
million for the three months ended June 30, 2008. The yield on interest-earning
assets decreased by 58 basis points to 4.81% for the three months ended June 30,
2009 compared to 5.39% for the three months ended June 30, 2008, reflecting a
yield decrease in all interest earning asset categories as a result of a
decrease in interest rates by the Federal Reserve from a Federal Fund rate of
2.00% at June 30, 2008 to a targeted Federal Fund rate range of 0.00% - 0.25% at
June 30, 2009.
Interest Expense. Interest expense decreased $227,000 or 15.2%, to $1.3
million for the three months ended June 30, 2009 from $1.5 million for the three
months ended June 30, 2008. The decrease in interest expense resulted from lower
average rates paid on these liabilities despite an increase in the aggregate
average balance. The average balance of interest-bearing liabilities increased
$6.9 million, or 4.1%, to $173.8 million for the three months ended June 30,
2009 compared to $166.9 million for the three months ended June 30, 2008. The
average cost of interest-bearing liabilities decreased by 67 basis points to
2.92% for the three months ended June 30, 2009 from 3.59% for the three months
ended June 30, 2008. The average cost of deposit accounts decreased by 87 basis
points to 2.54% for the three months ended June 30, 2009 compared to 3.41% for
the three months ended June 30, 2008. The average cost of borrowings increased
by 18 basis points to 4.28% for the three months ended June 30, 2009 compared to
4.10% for the three months ended June 30, 2008. The decrease in interest expense
reflects the Bank's management of lower deposit costs in a historically low
interest rate environment.
At June 30, 2009, we had $10.8 million of certificates of deposit, including
IRAs that will mature during the third quarter of 2009 with a weighted average
cost of 2.65%. Based on current market rates, if these funds remain with
Fairport Savings Bank with similar maturities, the rates paid on these deposits
will decrease.
Net Interest Income. Net interest income increased $51,000 or 4.9%, to $1.1
million for the three months ended June 30, 2009 from $1.0 million for the three
months ended June 30, 2008. The increase in net interest income was due
primarily to an increase in interest earning assets, and decreasing deposit and
borrowing costs at a faster rate than loan and investment securities. The
Company's net interest margin increased 1 basis points to 2.22% for the three
months ended June 30, 2009 from 2.21% for the three months ended June 30, 2008.
Provision for Loan Losses. Based on management's evaluation of the factors
that determine the level of the allowance for loan losses, we recorded $8,000 in
provision for loan losses for the three month period ended June 30, 2009
compared to a $6,000 provision for loan losses for the three months ended June
30, 2008. The allowance for loan losses as of June 30, 2009 was $357,000 or
0.30% of total loans, compared to $327,000 or 0.25% of total loans as of June
30, 2008. We ended the quarter with $460,000 in non-accrual loans as of June 30,
2009 compared to $36,000 in non-accrual loans as of June 30, 2008. We had no
foreclosed real estate at June 30, 2009 or 2008.
Other Income. Total other income increased $118,000 or 90.1%, to $249,000
for the three months ended June 30, 2009 compared to $131,000 for the three
months ended June 30, 2008. The primary increase was due to the Bank completing
a sale of $5.3 million mortgage-backed securities recording a pre-tax gain on
sale of securities of $92,000 in May 2009. In the three months ended June 30,
2009, there was also an increase of $35,000 in other income mainly due to
mortgage fees and gain on sale of mortgage loans in the secondary market. There
was also a $13,000 increase in service fee income in deposit account service
charge fees, partially offset by a decrease of $22,000 in commissions from
Oakleaf Services insurance/annuity and security sales.
23
Comparison of Operating Results for the Three Months Ended June 30, 2009 and
June 30, 2008 (continued)
Other Expenses. Other expenses increased $141,000, or 12.3%, to $1.3
million for the three months ended June 30, 2009 compared to $1.1 million for
the three months ended June 30, 2008. The increase was primarily the result of
an increase in other expense of $146,000, mainly due to an increase in FDIC
insurance expense of $156,000 in the three months end June 30, 2009 to $159,000
compared to $3,000 for the three months ended June 30, 2008. During the second
quarter, the FDIC imposed a five basis point special assessment on each insured
depository institution's assets minus Tier 1 capital as of June 30, 2009. As a
result of this assessment, Fairport Savings Bank accrued an amount of $91,000
for the quarter ended June 30, 2009 payable to the FDIC on September 30, 2009.
In addition to the one-time special assessment, the Bank's quarterly FDIC
assessment rate increased, resulting in additional FDIC premium expense for the
quarter of $68,000. Occupancy expense increased by $10,000 due to additional
branch maintenance expense in the second quarter of 2009. The increase was
partially offset by a decrease in advertising expense of $36,000.
Income Tax Expense. We had pre-tax income of $40,000 for the three months
ended June 30, 2009 versus a pre-tax income of $14,000 for the three months
ended June 30, 2008, which resulted in a $13,000 tax expense for the three
months ended June 30, 2009, versus a $4,000 tax expense for the three months
ended June 30, 2008, a change of $9,000. The effective tax rate was 32.5% for
the three months ended June 30, 2009 compared to 28.6 % for the three months
ended June 30, 2008.
Comparison of Operating Results for the Six Months Ended June 30, 2009 and
June 30, 2008
General. We had net income of $78,000 for the six months ended June 30,
2009 compared to a net loss of $96,000 for the six months ended June 30, 2008.
The $174,000 improvement was attributable to an increase in net interest income
of $362,000, an increase in other income of $158,000, partially offset by an
increase in other expenses of $243,000, an $8,000 increase in the provision for
loan losses, and an increase in income tax of $95,000. The net interest income
improvement was generated by an increase in higher yielding interest-earning
assets and the Company's ability to reduce the deposit costs in a low interest
rate environment, all of which positively impacted the net interest margin in
the first six months of 2009 compared to the first six months of 2008. Decreased
short term interest rates have provided an opportunity to lower our costs on
deposits at a faster rate than our loans and investments, providing positive
results in our net interest margin and profitability year over year. The net
interest margin increased by 25 basis points to 2.36% for the six months ended
June 30, 2009 from 2.11% for the six months ended June 30, 2008.
Interest and Dividend Income. Interest and dividend income decreased by
$81,000, or 1.6% to $4.9 million for the six months ended June 30, 2009 from
$4.9 million for the six months ended June 30, 2008. The $81,000 decrease in
interest and dividend income resulted primarily from a $121,000, or 24.0%,
increase in interest income from mortgage-backed securities, offset by a
$115,000, or 16.8%, decrease in interest income from securities, and an $87,000,
or 96.7% decrease in interest income from other sources. Average
interest-earning assets increased by $11.4 million, or 6.3%, to $193.6 million
for the six months ended June 30, 2009 from $182.2 million for the six months
ended June 30, 2008. The yield on interest earning assets decreased by 40 basis
points to 5.02% for the six months ended June 30, 2009 compared to 5.42% for the
six months ended June 30, 2008, reflecting decreases in interest yields in all
asset categories due to the 175 basis point drop in interest rates by the
Federal Reserve since June 30, 2008.
Interest Expense. Interest expense decreased $443,000, or 14.7%, to $2.6
million for the six months ended June 30, 2009 from $3.0 million for the six
months ended June 30, 2008. The decrease in interest expense resulted from lower
average rates paid on deposit liabilities despite an increase in the aggregate
average balance. Average balances in interest bearing liabilities increased
24
Comparison of Operating Results for the Six Months Ended June 30, 2009 and
June 30, 2008 (continued)
$10.3 million, or 6.4%, to $171.5 million for the six months ended June 30, 2009
compared to $161.2 million for the six months ended June 30, 2008. The average
cost of interest-bearing liabilities decreased by 74 basis points to 3.00% for
the six months ended June 30, 2009 from 3.74% for the six months ended June 30,
2008. The average cost of deposit accounts decreased by 96 basis points to 2.64%
for the six months ended June 30, 2009 compared to 3.60% for the six months
ended June 30, 2008. The average cost of borrowings increased by 4 basis points
to 4.22% for the six months ended June 30, 2009 compared to 4.18% for the six
months ended June 30, 2008. The decrease in interest expense reflects a lower
cost of funds in deposits in a lower interest rate environment.
Net Interest Income. Net interest income increased $362,000, or 18.8%, to
$2.3 million for the six months ended June 30, 2009 from $1.9 million for the
six months ended June 30, 2008. The increase in net interest income was due
primarily to a decrease in the average cost of our interest-bearing liabilities
of 74 basis points, while the average yield on our interest-earning assets
decreased by 40 basis points. Our net interest margin increased by 25 basis
points to 2.36% for the six months ended June 30, 2009 from 2.11% for the six
months ended June 30, 2008. The increase in net interest margin was also
attributable to the effect of a decrease of 175 basis points in short term rates
by the Federal Reserve Bank from June 30, 2008 to June 30, 2009.
Provision for Loan Losses. Based on management's evaluation of the factors
that determine the level of the allowance for loan losses, we recorded a $14,000
provision for loan losses for the six month period ended June 30, 2009 compared
to the $6,000 provision for loan losses for the six month period ended June 30,
2008. We continue to maintain exceptional credit quality within our loan
portfolio with no charge-offs recorded within either reporting period. The
allowance for loan losses as of June 30, 2009 was $357,000, or 0.30% of total
loans, compared to $327,000, or 0.25% of total loans as of June 30, 2008. We had
non-accrual loans totaling $460,000, or 0.38% of total loans receivable as of
June 30, 2009 compared to $36,000, or 0.03% of loans in non-accrual status as of
June 30, 2008.
Other Income. Other income increased $158,000, or 70.2%, to $383,000 for
the six months ended June 30, 2009 compared to $225,000 for the six months ended
June 30, 2008. We sold $5.3 million of mortgage-backed securities and recorded a
$92,000 gain on sale. We also had an increase of $24,000 in service fees
resulting from an increase in checking account service charge fees. The $68,000
increase in other income was primarily the result of mortgage fees and gain on
sale of fixed rate mortgages to FHLMC. The reduction in fee income resulted from
a $26,000 decrease in Oakleaf subsidiary revenue.
Other Expenses. Other expenses increased $243,000, or 10.6%, to $2.5
million for the six months ended June 30, 2009 compared to $2.3 million for the
six months ended June 30, 2008. The $180,000 increase in other expense was
mainly the result of an additional $174,000 in FDIC premium due to the $91,000
special assessment accrued in the second quarter and an $83,000 first and second
quarter assessment at an increased rates over the prior year, $65,000 in
salaries and benefits expense primarily due to annual cost of living raises
effective January 1 of each year, additional occupancy expense of $21,000, and
additional mortgage fees and taxes of $20,000, partially offset by $65,000 less
in advertising expense.
Income Taxes. We had pre-tax net income of $119,000 for the six months
ended June 30, 2009 versus a pre-tax loss of $150,000 for the six months ended
June 30, 2008, which resulted in a $41,000 tax expense for the six months ended
June 30, 2009, versus a $54,000 tax benefit for the six months ended June 30,
2008, a change of $95,000. The effective tax rate was 34.5% for the six months
ended June 30, 2009 compared to (36.0%) for the six months ended June 30, 2008.
25
Liquidity and Capital Resources
Liquidity is the ability to meet current and future financial obligations of a
short-term nature. Our primary sources of funds consist of deposit inflows, loan
repayments, advances from the Federal Home Loan Bank of New York, maturities and
principal repayments of securities, and recently, but to a lesser extent, loan
sales. While maturities and scheduled amortization of loans and securities are
predictable sources of funds, deposit flows and mortgage prepayments are greatly
influenced by general interest rates, economic conditions and competition. Our
asset/liability management committee is responsible for establishing and
monitoring our liquidity targets and strategies in order to ensure that
sufficient liquidity exists for meeting the borrowing needs and deposit
withdrawals of our customers as well as unanticipated contingencies. We seek to
maintain a liquidity ratio of 10.0% or greater. For the quarter ended June 30,
2009, our liquidity ratio averaged 18.6%. We believe that we have enough sources
of liquidity to satisfy our short and long-term liquidity needs as of June 30,
2009.
We regularly adjust our investments in liquid assets based upon our assessment
of:
(i) expected loan demand;
(ii) expected deposit flows;
(iii) yields available on interest-earning deposits and securities; and
(iv) the objectives of our asset/liability management program.
Excess liquid assets are invested generally in interest-earning deposits,
short-term and intermediate-term securities and federal funds sold.
Our most liquid assets are cash and cash equivalents. The levels of these assets
are dependent on our operating, financing, lending and investing activities
during any given period. At June 30, 2009, cash and cash equivalents totaled
$6.3 million.
Our cash flows are derived from operating activities, investing activities and
financing activities as reported in our Consolidated Statements of Cash Flows
included in our Consolidated Financial Statements.
At June 30, 2009, we had $3.8 million in loan commitments outstanding. In
addition to commitments to originate loans, we had $7.6 million in unused lines
of credit to borrowers. Certificates of deposit, including individual retirement
accounts comprised solely of certificates of deposits, due within one year of
June 30, 2009 totaled $72.0 million, or 76.4% of our certificates of deposit and
50.7% of total deposits. If these deposits do not remain with us, we will be
required to seek other sources of funds including loan sales, other deposit
products, including certificates of deposit, and Federal Home Loan Bank
advances. Depending on market conditions, we may be required to pay higher rates
on such deposits or other borrowings than we currently pay on the certificates
of deposit due on or before June 30, 2010. We believe, however, based on past
experience that a significant portion of such deposits will remain with us. We
have the ability to attract and retain deposits by adjusting the interest rates
offered.
Our primary investing activity is and will continue to be originating loans.
During the three months ended June 30, 2009, we originated $14.2 million of
loans.
Financing activities consist primarily of activity in deposit accounts and
Federal Home Loan Bank borrowings. We experienced a net increase in total
deposits of $14.5 million for the quarter ended June 30, 2009. Deposit flows are
affected by the overall level of interest rates, the interest rates and products
offered by us and our local competitors, and by other factors.
26
Liquidity and Capital Resources (Continued)
Liquidity management is both a daily and long-term function of business
management. If we require funds beyond our ability to generate them internally,
borrowing agreements exist with the Federal Home Loan Bank of New York, which
provides an additional source of funds. Federal Home Loan Bank borrowings
decreased by $7.8 million to $37.7 million for the six months ended June 30,
2009, compared to a net increase of $19.5 million to $45.1 million for the six
months ended June 30, 2008. Federal Home Loan Bank borrowings have primarily
been used to fund loan demand and expanding the investment portfolio. At June
30, 2009, we had the ability to borrow approximately $91.8 million from the
Federal Home Loan Bank of New York, of which $37.7 million had been advanced.
Fairport Savings Bank is subject to various regulatory capital requirements,
including a risk-based capital measure. The risk-based capital guidelines
include both a definition of capital and a framework for calculating
risk-weighted assets by assigning balance sheet assets and off-balance sheet
items to broad risk categories. At June 30, 2009, Fairport Savings Bank exceeded
all regulatory capital requirements, and was considered "well capitalized" under
regulatory guidelines.
Off-Balance Sheet Arrangements
In the ordinary course of business, the Company is a party to credit-related
financial instruments with off-balance sheet risk to meet the financing needs of
our customers. These financial instruments include commitments to extend credit.
We follow the same credit policies in making commitments as we do for on-balance
sheet instruments.
Commitments to extend credit are agreements to lend to a customer as long as
there is no violation of any condition established in the contract. Commitments
generally have fixed expiration dates or other termination clauses and may
require payment of a fee. The commitments for equity lines of credit may expire
without being drawn upon. Therefore, the total commitment amounts do not
necessarily represent future cash requirements. The amount of collateral
obtained, if it is deemed necessary by us, is based on our credit evaluation of
the customer.
At June 30, 2009 and 2008, we had $3.8 million and $6.9 million, respectively,
of commitments to grant loans, and $7.6 million and $7.7 million, respectively,
of unfunded commitments under lines of credit.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Not applicable since the Company is a smaller reporting company.
Item 4T. Controls and Procedures
Under the supervision and with the participation of our management, including
our Chief Executive Officer and Chief Financial Officer, we evaluated the
effectiveness of the design and operation of our disclosure controls and
procedures (as defined in Rule 13a-15(e) and 15d-15(e) under the Exchange Act)
as of the end of the period covered by this report. Based upon that evaluation,
the Chief Executive Officer and Chief Financial Officer concluded that, as of
the end of the period covered by this report, our disclosure controls and
procedures were effective to ensure that information required to be disclosed in
the reports that the Company files or submits under the Securities Exchange Act
of 1934 is recorded, processed, summarized and reported within the time periods
specified in the Securities and Exchange Commission's rules and forms.
There were no significant changes made in the Company's internal control over
financial reporting or in other factors that could significantly affect the
Company's internal control over financial reporting during the period covered by
this report that has materially affected, or is reasonably likely to materially
affect, the Company's internal control over financial reporting.
27
Part II - Other Information
Item 1. Legal Proceedings
The Company and its subsidiaries are subject to various legal actions
arising in the normal course of business. In the opinion of management, the
resolution of these legal actions is not expected to have a material adverse
effect on the Company's financial condition or results of operations.
Item 1A. Risk Factors
In addition to the other information contained this Quarterly Report on
Form 10-Q, the following risk factors represent material updates and additions
to the risk factors previously disclosed in the Company's Annual Report on Form
10-K for the Year Ended December 31, 2008, as filed with the Securities and
Exchange Commission. Additional risks not presently known to us, or that we
currently deem immaterial, may also adversely affect our business, financial
condition or results of operations. Further, to the extent that any of the
information contained in this Quarterly Report on Form 10-Q constitutes
forward-looking statements, the risk factors set forth below also are cautionary
statements identifying important factors that could cause our actual results to
differ materially from those expressed in any forward-looking statements made by
or on behalf of us.
Any Future FDIC Insurance Premiums Will Adversely Impact Our Earnings.
On May 22, 2009, the FDIC adopted a final rule levying a five basis point
special assessment on each insured depository institution's assets minus Tier 1
capital as of June 30, 2009. The special assessment is payable on September 30,
2009. We recorded an expense of $91,000 during the quarter ended June 30, 2009,
to reflect the special assessment. The final rule permits the FDIC's Board of
Directors to levy up to two additional special assessments of up to five basis
points each during 2009 if the FDIC estimates that the Deposit Insurance Fund
reserve ratio will fall to a level that the FDIC's Board of Directors believes
would adversely affect public confidence or to a level that will be close to or
below zero. The FDIC has publicly announced that it is probable that it will
levy an additional special assessment of up to five basis points later in 2009,
the amount and timing of which are currently uncertain. Any further special
assessments that the FDIC levies will be recorded as an expense during the
appropriate period. In addition, the FDIC materially increased the general
assessment rate and, therefore, our FDIC general insurance premium expense will
increase substantially compared to prior periods.
A Legislative Proposal Has Been Introduced That Would Eliminate our Primary
Federal Regulator and Require us to Convert to a National Bank or State Bank.
The U.S. Treasury Department recently released a legislative proposal that
would implement sweeping changes to the current bank regulatory structure. The
proposal would create a new federal banking regulator, the National Bank
Supervisor, and merge our current primary federal regulator, the Office of
Thrift Supervision, as well as the Office of the Comptroller of the Currency
(the primary federal regulator for national banks) into this new federal bank
regulator. The proposal would also eliminate federal savings banks and require
all federal savings banks, such as Fairport Savings Bank, to elect, within six
months of the effective date of the legislation, to convert to either a national
bank, state bank or state savings association. A federal savings bank that does
not make the election would, by operation of law, be converted into a national
bank within one year of the effective date of the legislation. As of the date of
this quarterly report on Form 10-Q, the legislative proposals contained in the
Treasury white paper, including its proposal to eliminate the federal thrift,
have not been formally considered by either house of the U.S. Congress.
Accordingly, it is not clear whether the proposal to eliminate the federal
thrift charter will become law.
28
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
(a) There were no sales of unregistered securities during the period
covered by this Report.
(b) Not applicable.
(c) There were no issuer repurchases of securities during the period
covered by this Report.
Item 3. Defaults Upon Senior Securities
Not applicable.
Item 4. Submission of Matters to a Vote of Security Holders
(a) On May 20, 2009 the Company held its Annual Meeting of Stockholders.
(b) At the meeting, Thomas J. Hanss, James E. Smith and Alicia H. Pender
were elected, each to serve a three-year term.
The following directors continue in office:
Dana C. Gavenda
Robert W. Sturn
Charis W. Warshof
Gary Lindsay
Terence O'Neil
Lowell T. Twitchell
(c) Stockholders voted on the following matters:
(i) The election of the following directors of the Company:
DIRECTOR FOR WITHHELD
-------- --- --------
Thomas J. Hanss 1,237,584 45,000
--------- ------
James E. Smith 1,237,559 45,025
--------- ------
Alicia H. Pender 1,240,459 45,125
--------- ------
(ii) The ratification of the appointment of Beard Miller LLP as the
independent registered public accounting firm for the Company for the year
ending December 31, 2009:
BROKER
VOTES FOR AGAINST ABSTENTIONS NON-VOTES
----- --- ------- ----------- ---------
1,282,584 1,281,784 0 800 0
--------- --------- --------- ----------- ---------
Item 5. Other Information
Not applicable
29
Item 6. Exhibits
The following exhibits are either filed as part of this report or are
incorporated herein by reference:
3.1 Charter of FSB Community Bankshares, Inc.*
3.2 Bylaws of FSB Community Bankshares, Inc.*
4 Form of Common Stock Certificate of FSB Community Bankshares, Inc.*
10.1 Amended and Restated Employment Agreement between FSB Community
Bankshares, Inc. and Dana C. Gavenda**
10.2 Supplemental Executive Retirement Plan*
10.3 Form of Employee Stock Ownership Plan*
31.1 Certification of Chief Executive Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
31.2 Certification of Chief Financial Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002
32 Certification of Chief Executive Officer and Chief Financial Officer
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
--------------------
* Filed as exhibits to the Company's Registration Statement on Form SB-2,
and any amendments thereto, with the Securities and Exchange Commission
(Registration No. 333-141380) on March 16, 2007.
** Filed as an exhibit to the Company's Current Report on form 8-K filed
with the Securities and Exchange Commission on April 7, 2009.
30
SIGNATURES
----------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned, thereunto duly authorized.
FSB COMMUNITY BANKSHARES, INC.
Date: August 14, 2009 /s/ Dana C. Gavenda
----------------------------------------
Dana C. Gavenda
President and Chief Executive Officer
Date: August 14, 2009 /s/ Kevin D. Maroney
----------------------------------------
Kevin D. Maroney
Executive Vice President and Chief
Financial Officer
31
Exhibit 31.1
Certification of Chief Executive Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Dana C. Gavenda, certify that:
1. I have reviewed this June 30, 2009 Quarterly Report on Form 10-Q of FSB
Community Bankshares, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the consolidated financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report;
4. The registrant's other certifying officer and I are responsible for
establishing and maintaining disclosure controls and procedures (as
defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal
control over financial reporting (as defined in Exchange Act Rules
31a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting , or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles; and
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors:
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the
registrant's internal control over financial reporting.
Date: August 14, 2009 /s/ Dana C. Gavenda
----------------------------------------
Dana C. Gavenda
President and Chief Executive Officer
Exhibit 31.2
Certification of Chief Financial Officer
Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
I, Kevin D. Maroney, certify that:
1. I have reviewed this June 30, 2009 Quarterly Report on Form 10-Q of FSB
Community Bankshares, Inc.;
2. Based on my knowledge, this report does not contain any untrue statement
of a material fact or omit to state a material fact necessary to make the
statements made, in light of the circumstances under which such
statements were made, not misleading with respect to the period covered
by this report;
3. Based on my knowledge, the consolidated financial statements, and other
financial information included in this report, fairly present in all
material respects the financial condition, results of operations and cash
flows of the registrant as of, and for, the periods presented in this
report; 4. The registrant's other certifying officer and I are
responsible for establishing and maintaining disclosure controls and
procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and
internal control over financial reporting (as defined in Exchange Act
Rules 31a-15(f) and 15d-15(f)) for the registrant and have:
a) Designed such disclosure controls and procedures, or caused such
disclosure controls and procedures to be designed under our
supervision, to ensure that material information relating to the
registrant, including its consolidated subsidiaries, is made known
to us by others within those entities, particularly during the
period in which this report is being prepared;
b) Designed such internal control over financial reporting , or caused
such internal control over financial reporting to be designed under
our supervision, to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial
statements for external purposes in accordance with generally
accepted accounting principles; and
c) Evaluated the effectiveness of the registrant's disclosure controls
and procedures and presented in this report our conclusions about
the effectiveness of the disclosure controls and procedures, as of
the end of the period covered by this report based on such
evaluation; and
d) Disclosed in this report any change in the registrant's internal
control over financial reporting that occurred during the
registrant's most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the
registrant's internal control over financial reporting; and
5. The registrant's other certifying officer and I have disclosed, based on
our most recent evaluation of internal control over financial reporting,
to the registrant's auditors and the audit committee of the registrant's
board of directors:
a) All significant deficiencies and material weaknesses in the design
or operation of internal control over financial reporting which are
reasonably likely to adversely affect the registrant's ability to
record, process, summarize and report financial information; and
b) Any fraud, whether or not material, that involves management or
other employees who have a significant role in the registrant's
internal control over financial reporting.
Date: August 14, 2009 /s/ Kevin D. Maroney
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Kevin D. Maroney
Executive Vice President and Chief
Financial Officer
Exhibit 32
Certification of Chief Executive Officer and Chief Financial Officer Pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
Dana C. Gavenda, Chief Executive Officer and President of FSB Community
Bankshares, Inc., (the "Company") and Kevin D. Maroney, Executive Vice President
and Chief Financial Officer of the Company, each certify in his capacity as an
officer of the Company that he has reviewed the quarterly report on Form 10-Q
for the quarter ended June 30, 2009 (the "Report") and that to the best of his
knowledge:
1. the Report fully complies with the requirements of Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934; and
2. the information contained in the Report fairly presents, in all
material respects, the financial condition and results of
operations of the Company.
Date: August 14, 2009 /c/ Dana C. Gavenda
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Dana C. Gavenda
President and Chief Executive Officer
Date: August 14, 2009 /s/ Kevin D. Maroney
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Kevin D. Maroney
Executive Vice President and Chief
Financial Officer
A signed original of this written statement required by Section 906 has been
provided to the Company and will be retained by the Company and furnished to the
Securities and Exchange Commission or its staff upon request.