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| CEBK > SEC Filings for CEBK > Form 10-K on 23-Jun-2009 | All Recent SEC Filings |
23-Jun-2009
Annual Report
Business" and Note 1 to the Consolidated Financial Statements for a detailed
description of management's estimation process and methodology related to the
allowance for loan losses.
Income Taxes. As set forth by Statement of Financial Accounting Standard
No. 109, "Accounting for Income Taxes", deferred tax assets and liabilities are
recognized for the future tax consequences attributable to differences between
the accounting basis and the tax basis of the Bank's assets and liabilities.
Deferred tax assets and liabilities are measured using enacted tax rates
expected to apply to taxable income in the years in which those temporary
differences are expected to be realized or settled. The Bank's deferred tax
asset is reviewed periodically and adjustments to such asset are recognized as
deferred income tax expense or benefit based on management's judgments relating
to the realizability of such asset. Refer to Note 9 to the Consolidated
Financial Statements for details concerning the Company's tax position.
Other Real Estate Owned. Other real estate owned ("OREO") is recorded at the
lower of book value, or fair market value less estimated selling costs. Property
and liability insurance are obtained for each parcel, and each property is
properly maintained and secured during the holding period. Property management
vendors may be utilized in those instances when a direct sale does not seem
probable during a reasonable period of time, or if the property requires
additional oversight. It is the Company's policy and strategy to sell all OREO
as soon as possible consistent with maximizing value and return to the Company.
Fair Value of Investments. The Bank adheres to guidance set forth by
Statement of Financial Accounting Standard No. 115, "Accounting for Certain Debt
and Equity Securities" in accounting for its investment activities. Debt
securities that management has the positive intent and ability to hold to
maturity are classified as held-to-maturity and reported at cost, adjusted for
amortization of premiums and accretion of discounts, both computed by a method
that approximates the effective yield method. Debt and equity securities that
are bought and held principally for the purpose of selling them in the near term
are classified as trading and reported at fair value, with unrealized gains and
losses included in earnings. Debt and equity securities not classified as either
held-to-maturity or trading are classified as available-for-sale and reported at
fair value, with unrealized gains and losses excluded from earnings and reported
as a separate component of stockholders' equity and comprehensive income. At
both March 31, 2009, and March 31, 2008, all of the Bank's investment securities
were classified as available for sale.
Gains and losses on sales of securities are recognized when realized with the
cost basis of investments sold determined on a specific-identification basis.
Premiums and discounts on investment and mortgage-backed securities are
amortized or accreted to interest income over the actual or expected lives of
the securities using the level-yield method.
If a decline in fair value below the amortized cost basis of an investment is
judged to be other-than-temporary, the cost basis of the investment is written
down to fair value as a new cost basis and the amount of the write-down is
included in the results of operations.
The Company's investments in the Federal Home Loan Bank of Boston and the
Co-operative Central Bank Reserve Fund are accounted for at cost.
Accounting for Goodwill and Impairment. The bank accounts for goodwill and
impairment in accordance to the Financial Accounting Standards Board ("FASB")
issued Statement of Financial Accounting Standards No. 142, "Goodwill and Other
Intangible Assets" ("SFAS 142"). SFAS 142 addresses the method of identifying
and measuring goodwill and other intangible assets having indefinite lives
acquired in a business combination, eliminates further amortization of goodwill
and requires periodic impairment evaluations of goodwill using a fair value
methodology prescribed in the statement. As a result of adopting SFAS 142, the
Company no longer amortizes the goodwill balance of $2.2 million. Impairment
testing is required at least annually or more frequently as a result of an event
or change in circumstances (e.g., recurring operating losses by the acquired
entity) that would indicate an impairment adjustment may be necessary. The
Company adopted December 31 as its assessment date. Annual impairment testing
was performed during each year and in each analysis, it was determined that an
impairment charge was not required. The most recent testing was performed as of
December 31, 2008 utilizing 2008 average earnings and average book multiples of
bank sale transactions, and management determined that no impairment existed.
See Note 1 to the Consolidated Financial Statements.
Troubled Asset Relief Program Capital Purchase Program
On December 5, 2008, the Company sold $10.0 million in preferred shares to
the U.S. Department of Treasury as a participant in the federal government's
Troubled Asset Relief Program ("TARP") Capital Purchase Program. This
represented approximately 2.6% of the Company's risk-weighted assets as of
September 30, 2008. The TARP Capital Purchase Program is a voluntary program for
healthy U.S. financial institutions designed to encourage these institutions to
build capital to increase the flow of financing to U.S. businesses and consumers
and to support the weakened U.S. economy. In connection with the investment, the
Company entered into a Letter Agreement and related Securities Purchase
Agreement with the U.S. Treasury pursuant to which the Company issued (i) 10,000
shares of Fixed Rate Cumulative Perpetual Preferred Stock, Series A, liquidation
preference $1,000 per share (the "Series A Preferred Stock") and (ii) a warrant
(the "Warrant") to purchase 234,742 shares of the Company's common stock for an
aggregate purchase price of $10.0 million in cash. The warrant term is 10 years
and it is immediately exercisable, in whole or in part, at an exercise price of
$6.39 per share. With the U.S. Treasury's $10.0 million investment in the
Company, the Company and the Bank met all regulatory requirements to be
considered well-capitalized under the federal prompt corrective action
regulations as of March 31, 2009. For more information on the Series A Preferred
Stock and Warrant issued to the U.S. Treasury in connection with the TARP
Capital Purchase Program, see Note 14 to the Company's Consolidated Financial
Statements included in this Form 10-K.
Results of Operations
Overview. The Company's net loss for fiscal 2009 totaled $6.2 million,
compared to net income of $1.4 million for fiscal 2008. Earnings for fiscal 2009
were significantly impacted by the September 2008 conservatorship of the Federal
National Mortgage Association ("Fannie Mae") and the Federal Home Loan Mortgage
Corporation ("Freddie Mac") that resulted in a $9.4 million impairment of the
Company's investment in the preferred stock of these companies during the
quarter ended September 30, 2008. During the quarter ended December 31, 2008,
the Company recorded a $3.5 million tax benefit on the Fannie Mae and Freddie
Mac impairment charges due to the October 3, 2008 enactment of the Emergency
Economic Stabilization Act of 2008, which permitted the Company to treat losses
incurred on the Fannie Mae and Freddie Mac preferred stock as ordinary losses
for federal income tax purposes. As a result, the after-tax net loss on the
impairment of the Company's Fannie Mae and Freddie Mac preferred stock
investments during fiscal 2009 totaled $5.9 million.
Net interest and dividend income increased by $2.3 million during fiscal 2009
as compared to fiscal 2008 primarily due to a $4.1 million decline in interest
expense, partially offset by a $1.8 million decline in interest income.
The provision for loan losses increased by $2.2 million during fiscal 2009 as
compared to fiscal 2008 mainly due to losses associated with one customer
relationship.
In addition to the fiscal 2009 FNMA and FHLMC impairment write-downs of
$9.4 million, non-interest income (loss) decreased by $883 thousand during
fiscal 2009 as compared to fiscal 2008 primarily due to a reduction in gains on
the sales of securities, and increases in impairment write-downs on investments
other than Fannie Mae and Freddie Mac preferred stock. The aforementioned
reductions in non-interest income were partially offset by an increase in
bank-owned life insurance income.
Noninterest expenses increased by $1.3 million during fiscal 2009 when
compared to fiscal 2008 primarily due to increases in the foreclosure and
collection, advertising and marketing, professional fees, and the occupancy and
equipment categories.
The Company recognized an income tax benefit of $3.3 million during fiscal
2009, which included the aforementioned $3.5 million tax benefit related to the
Fannie Mae and Freddie Mac impairment write-downs, compared to income tax
expense of $592 thousand during fiscal 2008.
Net Interest Rate Spread and Net Interest Margin. The Company's and the Bank's operating results are significantly affected by the net interest rate spread, which is the difference between the yield on loans and investments and the interest cost of deposits and borrowings. The net interest rate spread is affected by economic conditions and market factors that influence interest rates, loan demand and deposit flows. The net interest margin reflects the relationship of net interest income to interest earning assets and it is calculated by dividing net interest income before the provision for loan losses by average interest earning assets. The net interest spread and net interest margin improved from 2.06% and 2.51%, respectively, for the fiscal year ended March 31, 2008 to 2.63% and 2.96%, respectively, for the fiscal year ended March 31, 2009 due to the following factors. The cost of funds decreased by 84 basis points during fiscal 2009 mainly due to decreases in the average rates paid on deposits resulting from aggressive liability management as some maturing certificates of deposit were either not renewed or were replaced with low-cost deposits or FHLB borrowings. During the fiscal year ended March 31, 2009, the yield on interest-earning assets declined by 27 basis points primarily due to a 396 basis point reduction in interest income on short-term investments offset by a 32 basis point increase in interest income on investments. The reduced yield on investments during the fiscal year ended March 31, 2009 was primarily due to the combined effect of: (1) a $125 thousand decrease in dividend income as The Co-operative Central Bank, which insures in-full deposits in excess of FDIC limits, paid a special dividend of $125 thousand during the quarter ended December 31, 2007 compared to $0 during the same period of 2008; and (2) a reduction of $280 thousand in FHLB stock dividends as the FHLB of Boston gradually reduced its dividend rate during both fiscal years and then announced the elimination of its dividend entirely in February 2009. Although the average balance of short-term investments increased from $9.3 million during the fiscal year ended March 31, 2008 to $25.8 million during the fiscal year ended March 31, 2009, interest income on these investments declined by $273 thousand. This decline was primarily due to recessionary economic conditions which resulted in the Federal Reserve's lowering of the fed funds target rate from a range of 5.25% to 2.25% during the fiscal year ended March 31, 2008, to a target range of 2.25% to 25 to 0 basis points during the fiscal year ended March 31, 2009. This decrease in the fed funds target rate had a corresponding effect on the interest earned on the Company's short-term investments which is closely tied to the target fed funds rate.
The following table presents average balances, interest income and expense and yields earned or rates paid on interest-earning assets and interest-bearing liabilities for the years indicated. Note that average loans include non-performing loans.
Years Ended March 31,
2009 2008
Average Average
Average Yield/ Average Yield/
Balance Interest Cost Balance Interest Cost
(Dollars in Thousands)
Assets:
Interest-earning
assets:
Mortgage loans $ 455,782 $ 27,141 5.95 % $ 450,047 $ 27,212 6.05 %
Other loans 8,507 533 6.28 12,117 879 7.25
Total loans 464,289 27,674 5.96 462,164 28,091 6.08
Short-term
investments 25,812 150 0.58 9,324 423 4.54
Investment securities 45,374 2,467 5.44 69,670 3,569 5.12
Total investments 71,186 2,617 3.68 78,994 3,992 5.05
Total
interest-earnings
assets 535,475 30,291 5.66 541,158 32,083 5.93
Allowance for loan
losses (4,066 ) (3,614 )
Noninterest-earning
assets 23,331 19,504
Total assets $ 554,740 $ 557,048
Liabilities and
Stockholders' Equity:
Interest-bearing
liabilities:
Deposits $ 316,683 6,984 2.21 $ 326,767 10,733 3.28
Other borrowings 12,126 689 5.68 11,857 838 7.07
Advances from FHLB of
Boston 147,108 6,756 4.59 139,110 6,916 4.97
Total
interest-bearing
liabilities 475,917 14,429 3.03 477,734 18,487 3.87
Noninterest-bearing
deposits 38,807 37,863
Other liabilities 2,818 2,968
Total liabilities 517,542 518,565
Stockholders' equity 37,198 38,483
Total liabilities and
stockholders' equity $ 554,740 $ 557,048
Net interest and
dividend income $ 15,862 $ 13,596
Interest rate spread 2.63 % 2.06 %
Net yield on
interest-earning
assets 2.96 % 2.51 %
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Rate/Volume Analysis. The effect on net interest income of changes in interest rates and changes in the amounts of interest-earning assets and interest-bearing liabilities is shown in the following table. Information is provided on changes for the fiscal years indicated attributable to changes in interest rates and changes in volume. Changes due to combined changes in interest rates and volume are allocated between changes in rate and changes in volume proportionally to the change due to volume and the change due to rate.
2009 vs. 2008 2008 vs. 2007
Changes due to Changes due to
Increase (decrease) in: Increase (decrease) in:
Volume Rate Total Volume Rate Total
(In Thousands)
Interest income:
Mortgage loans $ 361 $ (432 ) $ (71 ) $ 1,413 $ (791 ) $ 622
Other loans (238 ) (108 ) (346 ) 356 (58 ) 298
Total income from
loans 123 (540 ) (417 ) 1,769 (849 ) 920
Short-term
investments 312 (585 ) (273 ) 120 (25 ) 95
Investment securities (1,313 ) 211 (1,102 ) (1,472 ) 253 (1,219 )
Total income from
investments (1,001 ) (374 ) (1,375 ) (1,352 ) 228 (1,124 )
Total interest and
dividend income (878 ) (914 ) (1,792 ) 417 (621 ) (204 )
Interest expense:
Deposits (324 ) (3,425 ) (3,749 ) (785 ) 382 (403 )
Other borrowings -
including short-term
advances from FHLB 19 (168 ) (149 ) 134 (5 ) 129
Long-term advance -
FHLB of Boston 386 (546 ) (160 ) 1,451 (528 ) 923
Total interest
expense 81 (4,139 ) (4,058 ) 800 (151 ) 649
Net interest and
dividend income $ (959 ) $ 3,225 $ 2,266 $ (383 ) $ (470 ) $ (853 )
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Interest and Dividend Income. Interest and dividend income decreased by
$1.8 million, or 5.6%, to $30.3 million for the year ended March 31, 2009
compared to $32.1 million for fiscal 2008 primarily due to a decrease in the
average balances of investment securities, and a decrease in the average yield
on short-term investments, partially offset by increased average loan balances.
The average balance of loans increased primarily due to increases in the average
balances of commercial real estate and residential loans as the Bank continued
to focus on originating these types of loans. The average balance on investment
securities declined as proceeds from maturities and principal repayments were
used to fund loan growth, an increase in short-term investments, and a net
decrease in the average balance of interest-bearing liabilities. Additionally,
the average balance of investment securities during the year ended March 31,
2009 was negatively impacted by the $9.4 million impairment write-down of Fannie
Mae and Freddie Mac preferred stock which occurred during the quarter ended
September 30, 2008. The yield on short-term investments was 0.58% during the
year ended March 31, 2009 as compared to 4.54% during the year ended March 31,
2008. Although the average balance of short-term investments increased from
$9.3 million during the year ended March 31, 2008 to $25.8 million during the
year ended March 31, 2009, interest income on these investments declined by $273
thousand. This decline was primarily due to recessionary economic conditions
which resulted in the Federal Reserve's lowering of the fed funds target rate
from a range of 5.25% to 2.25% during the year ended March 31, 2008, to a target
range of 2.25% to 25 to 0 basis points during the year ended March 31, 2009.
This decrease in the fed funds target rate had a corresponding effect on the
interest earned on the Company's short-term investments, which is closely tied
to the target fed funds rate.
Interest Expense. Interest expense decreased by $4.1 million, or 22.0%, to
$14.4 million for the year ended March 31, 2009 compared to $18.5 million for
fiscal 2008. The cost of deposits decreased by 107 basis points from 3.28%
during the year ended March 31, 2008 to 2.21% during the year ended March 31,
2009, due to aggressive liability management as some high-cost certificates of
deposit were replaced by more cost-effective FHLB of Boston borrowings and
lower-costing deposits. The average balance of certificates of deposit totaled
$173.3 million during the year ended March 31, 2009, compared to $188.1 million
for fiscal 2008, a decline of $14.8
million. The average balance of lower-costing non-maturity deposits increased by
$5.7 million to $182.2 million for the year ended March 31, 2009, as compared to
an average balance of $176.5 million during the year ended March 31, 2008. The
average balance of FHLB of Boston borrowings increased by $8.0 million, from
$139.1 million during the year ended March 31, 2008 to $147.1 million for the
year ended March 31, 2009. The decrease in the average cost of these funds was
the result of a decrease in market interest rates. The average cost of other
borrowings decreased as a portion of these borrowings is adjustable and is three
month LIBOR based. Three month LIBOR ranged from 2.78% to 5.49% during the
fiscal year ended March 31, 2008 compared to a range of 1.21 % to 4.06 % during
the fiscal year ended March 31, 2009.
Provision for Loan Losses. The provision for losses for the fiscal year ended
March 31, 2009 totaled $2.1 million, of which $1.6 million was related to a
single borrowing relationship, compared to a negative provision for loan losses
of $70 thousand during the fiscal year ended March 31, 2008. The Company
provides for loan losses in order to maintain the allowance for loan losses at a
level that management estimates is adequate to absorb probable losses based on
an evaluation of known and inherent risks in the portfolio. In determining the
appropriate level of the allowance for loan losses, management considers, among
other things, past and anticipated loss experience, evaluations of underlying
collateral including loan to value ratios, financial condition of the borrower,
prevailing economic conditions, changes in staff depth and experience, the
nature and volume of the loan portfolio, loan review/oversight, quality of
underwriting standards, effects of concentrations, the impact of competition and
legal issues, and the levels of non-performing and other classified loans. The
amount of the allowance is based on estimates and ultimate losses may vary from
such estimates. Management assesses the allowance for loan losses on a quarterly
basis and provides for loan losses monthly when appropriate to maintain the
adequacy of the allowance. The Company uses a process of portfolio segmentation
. . .
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