SIFI 06.30.2013 10-Q
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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x | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Quarterly Period Ended June 30, 2013
OR
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o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the Transition Period from _______ to ______
Commission File Number: 0-54241
SI FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
__________________________________________________
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Maryland | | 80-0643149 |
(State or other jurisdiction of incorporation or organization) | | (I.R.S. Employer Identification No.) |
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803 Main Street, Willimantic, Connecticut | | 06226 |
(Address of principal executive offices) | | (Zip Code) |
(860) 423-4581
(Registrant’s telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No o
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. |
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| Large Accelerated Filer o | Accelerated Filer x | |
| Non-Accelerated Filer o | Smaller Reporting Company o | |
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes o No x
As of August 2, 2013, there were 10,111,757 shares of the registrant’s common stock outstanding.
SI FINANCIAL GROUP, INC.
TABLE OF CONTENTS
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PART I. FINANCIAL INFORMATION | |
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Item 1. | | Financial Statements (Unaudited): | |
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Item 2. | | | |
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Item 3. | | | |
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Item 4. | | | |
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PART II. OTHER INFORMATION | |
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Item 1. | | | |
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Item 1A. | | | |
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Item 2. | | | |
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Item 3. | | | |
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Item 4. | | | |
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Item 5. | | | |
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Item 6. | | | |
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PART I. FINANCIAL INFORMATION
Item 1. Financial Statements.
SI FINANCIAL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Amounts / Unaudited)
|
| | | | | | | |
| June 30, 2013 | | December 31, 2012 |
ASSETS: | | | |
Cash and due from banks: | | | |
Noninterest-bearing | $ | 13,406 |
| | $ | 16,364 |
|
Interest-bearing | 25,143 |
| | 21,325 |
|
Total cash and cash equivalents | 38,549 |
| | 37,689 |
|
| | | |
Available for sale securities, at fair value | 190,902 |
| | 176,513 |
|
Loans held for sale | 525 |
| | 5,069 |
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Loans receivable (net of allowance for loan losses of $6,007 at June 30, 2013 and $6,387 at December 31, 2012) | 670,445 |
| | 685,163 |
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Federal Home Loan Bank stock, at cost | 7,753 |
| | 8,078 |
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Bank-owned life insurance | 9,196 |
| | 9,060 |
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Premises and equipment, net | 11,458 |
| | 11,216 |
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Goodwill | 3,451 |
| | 3,451 |
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Accrued interest receivable | 3,242 |
| | 3,215 |
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Deferred tax asset, net | 5,448 |
| | 4,639 |
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Other real estate owned, net | 731 |
| | 1,293 |
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Prepaid FDIC deposit insurance assessment | — |
| | 1,312 |
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Other assets | 7,126 |
| | 6,552 |
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Total assets | $ | 948,826 |
| | $ | 953,250 |
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LIABILITIES AND SHAREHOLDERS' EQUITY: | |
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Liabilities: | |
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Deposits: | |
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Noninterest-bearing | $ | 90,470 |
| | $ | 89,834 |
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Interest-bearing | 617,852 |
| | 615,314 |
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Total deposits | 708,322 |
| | 705,148 |
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| | | |
Mortgagors' and investors' escrow accounts | 2,786 |
| | 3,207 |
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Federal Home Loan Bank advances | 93,069 |
| | 98,069 |
|
Junior subordinated debt owed to unconsolidated trust | 8,248 |
| | 8,248 |
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Accrued expenses and other liabilities | 12,236 |
| | 12,819 |
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Total liabilities | 824,661 |
| | 827,491 |
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Shareholders' Equity: | |
| | |
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Preferred stock ($.01 par value; 1,000,000 shares authorized; none issued) | — |
| | — |
|
Common stock ($.01 par value; 35,000,000 shares authorized; 10,111,757 shares issued and outstanding at June 30, 2013; 10,112,310 shares issued and outstanding at December 31, 2012) | 101 |
| | 101 |
|
Additional paid-in-capital | 95,000 |
| | 94,810 |
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Unallocated common shares held by ESOP | (4,848 | ) | | (5,088 | ) |
Unearned restricted shares | (1,973 | ) | | (2,210 | ) |
Retained earnings | 36,016 |
| | 36,733 |
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Accumulated other comprehensive (loss) income | (131 | ) | | 1,413 |
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Total shareholders' equity | 124,165 |
| | 125,759 |
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Total liabilities and shareholders' equity | $ | 948,826 |
| | $ | 953,250 |
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See accompanying notes to unaudited interim consolidated financial statements.
SI FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF OPERATIONS
(In Thousands, Except Per Share Amounts / Unaudited)
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| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2013 | | 2012 | | 2013 | | 2012 |
Interest and dividend income: | | | | | | | |
Loans, including fees | $ | 7,194 |
| | $ | 7,422 |
| | $ | 14,717 |
| | $ | 15,057 |
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Securities: | |
| | |
| | | | |
Taxable interest | 1,070 |
| | 1,434 |
| | 2,092 |
| | 2,991 |
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Tax-exempt interest | 20 |
| | — |
| | 20 |
| | 1 |
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Dividends | 7 |
| | 10 |
| | 7 |
| | 26 |
|
Other | 11 |
| | 12 |
| | 21 |
| | 24 |
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Total interest and dividend income | 8,302 |
| | 8,878 |
| | 16,857 |
| | 18,099 |
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Interest expense: | |
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| | | | |
Deposits | 1,284 |
| | 1,515 |
| | 2,636 |
| | 3,110 |
|
Federal Home Loan Bank advances | 716 |
| | 816 |
| | 1,491 |
| | 1,665 |
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Subordinated debt | 83 |
| | 61 |
| | 166 |
| | 168 |
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Total interest expense | 2,083 |
| | 2,392 |
| | 4,293 |
| | 4,943 |
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| | | | | | | |
Net interest income | 6,219 |
| | 6,486 |
| | 12,564 |
| | 13,156 |
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Provision for loan losses | 55 |
| | 432 |
| | 190 |
| | 916 |
|
| | | | | | | |
Net interest income after provision for loan losses | 6,164 |
| | 6,054 |
| | 12,374 |
| | 12,240 |
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Noninterest income: | |
| | |
| | | | |
Total other-than-temporary impairment losses | (8 | ) | | — |
| | (8 | ) | | (409 | ) |
Portion of losses recognized in other comprehensive income/loss | — |
| | — |
| | — |
| | 373 |
|
Net impairment losses | (8 | ) | | — |
| | (8 | ) | | (36 | ) |
Service fees | 1,233 |
| | 1,221 |
| | 2,449 |
| | 2,431 |
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Wealth management fees | 287 |
| | 343 |
| | 544 |
| | 1,410 |
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Increase in cash surrender value of bank-owned life insurance | 68 |
| | 70 |
| | 136 |
| | 142 |
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Net gain on sales of securities | — |
| | 257 |
| | 3 |
| | 574 |
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Mortgage banking | 271 |
| | 398 |
| | 850 |
| | 677 |
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Net gain (loss) on fair value of derivatives | 126 |
| | (152 | ) | | 173 |
| | (201 | ) |
Net loss on disposal of SI Trust Servicing operations | — |
| | (212 | ) | | — |
| | (698 | ) |
Other | 95 |
| | 401 |
| | 365 |
| | 788 |
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Total noninterest income | 2,072 |
| | 2,326 |
| | 4,512 |
| | 5,087 |
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Noninterest expenses: | |
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Salaries and employee benefits | 4,121 |
| | 4,016 |
| | 8,529 |
| | 8,254 |
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Occupancy and equipment | 1,304 |
| | 1,332 |
| | 2,687 |
| | 2,818 |
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Computer and electronic banking services | 971 |
| | 896 |
| | 1,839 |
| | 1,889 |
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Outside professional services | 382 |
| | 313 |
| | 650 |
| | 677 |
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Marketing and advertising | 171 |
| | 220 |
| | 301 |
| | 372 |
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Supplies | 106 |
| | 91 |
| | 206 |
| | 228 |
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FDIC deposit insurance and regulatory assessments | 230 |
| | 220 |
| | 463 |
| | 492 |
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Merger expenses | 209 |
| | — |
| | 893 |
| | — |
|
Other | 715 |
| | 469 |
| | 1,222 |
| | 1,177 |
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Total noninterest expenses | 8,209 |
| | 7,557 |
| | 16,790 |
| | 15,907 |
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Income before income tax provision | 27 |
| | 823 |
| | 96 |
| | 1,420 |
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Income tax provision | 87 |
| | 153 |
| | 233 |
| | 347 |
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Net (loss) income | $ | (60 | ) | | $ | 670 |
| | $ | (137 | ) | | $ | 1,073 |
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(Loss) earnings per share: | |
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Basic | $ | (0.01 | ) | | $ | 0.07 |
| | $ | (0.01 | ) | | $ | 0.11 |
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Diluted | $ | (0.01 | ) | | $ | 0.07 |
| | $ | (0.01 | ) | | $ | 0.11 |
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See accompanying notes to unaudited interim consolidated financial statements.
SI FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE (LOSS) INCOME
(In Thousands / Unaudited)
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| | | Three Months Ended June 30, | | Six Months Ended June 30, |
| | | 2013 | | 2012 | | 2013 | | 2012 |
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Net (loss) income | | $ | (60 | ) | | $ | 670 |
| | $ | (137 | ) | | $ | 1,073 |
|
Other comprehensive (loss) income, net of tax: | | | | | | | | |
Net unrealized (loss) gain on available for sale securities: | | | | | | | | |
Net unrealized holding (loss) gain on available for sale securities | | (1,576 | ) | | 352 |
| | (1,580 | ) | | 979 |
|
Reclassification adjustment for gains recognized in net (loss) income (1) | | — |
| | (170 | ) | | (2 | ) | | (379 | ) |
Plus: credit portion of OTTI losses recognized in net (loss) income (2) | | 5 |
| | — |
| | 5 |
| | 24 |
|
Plus: noncredit portion of OTTI (loss) gain on available for sale securities | | (4 | ) | | 307 |
| | (39 | ) | | 667 |
|
Net unrealized (losses) gains on available for sale securities | | (1,575 | ) | | 489 |
| | (1,616 | ) | | 1,291 |
|
Net unrealized gain (loss) on interest-rate swap derivative | | 44 |
| | (23 | ) | | 72 |
| | (18 | ) |
Other comprehensive (loss) income | | (1,531 | ) | | 466 |
| | (1,544 | ) | | 1,273 |
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Comprehensive (loss) income | | $ | (1,591 | ) | | $ | 1,136 |
| | $ | (1,681 | ) | | $ | 2,346 |
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(1) Amounts are included in net gain on the sales of securities in noninterest income on the consolidated statements of operations. Income tax expense associated with the reclassification adjustment for the three and six months ended June 30, 2013 was $0 and $1,000, respectively, and $87,000 and $195,000 for the three and six months ended June 30, 2012, respectively.
(2) Amounts are included in net impairment losses recognized in noninterest income on the consolidated statements of operations. Income tax expense associated with the reclassification adjustment for both the three and six months ended June 30, 2013 totaled $3,000 and amounted to $0 and $12,000 for the three and six months ended June 30, 2012, respectively.
See accompanying notes to unaudited interim consolidated financial statements.
SI FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE SIX MONTHS ENDED JUNE 30, 2013
(In Thousands, Except Share Data / Unaudited)
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| Common Stock | | Additional Paid-in Capital | | Unallocated Common Shares Held by ESOP | | Unearned Restricted Shares | | Retained Earnings | | Accumulated Other Comprehensive (Loss) Income | | Total Shareholders' Equity |
| Shares | | Dollars | | | | | | |
Balance at December 31, 2012 | 10,112,310 |
| | $ | 101 |
| | $ | 94,810 |
| | $ | (5,088 | ) | | $ | (2,210 | ) | | $ | 36,733 |
| | $ | 1,413 |
| | $ | 125,759 |
|
Comprehensive loss | — |
| | — |
| | — |
| | — |
| | — |
| | (137 | ) | | (1,544 | ) | | (1,681 | ) |
Cash dividends declared ($0.06 per share) | — |
| | — |
| | — |
| | — |
| | — |
| | (573 | ) | | — |
| | (573 | ) |
Equity incentive plan compensation | — |
| | — |
| | 147 |
| | — |
| | 237 |
| | — |
| | — |
| | 384 |
|
Allocation of 24,318 ESOP shares | — |
| | — |
| | 40 |
| | 240 |
| | — |
| | — |
| | — |
| | 280 |
|
Tax benefit from share-based compensation | — |
| | — |
| | 3 |
| | — |
| | — |
| | — |
| | — |
| | 3 |
|
Common shares repurchased | (553 | ) | | — |
| | — |
| | — |
| | — |
| | (7 | ) | | — |
| | (7 | ) |
Balance at June 30, 2013 | 10,111,757 |
| | $ | 101 |
| | $ | 95,000 |
| | $ | (4,848 | ) | | $ | (1,973 | ) | | $ | 36,016 |
| | $ | (131 | ) | | $ | 124,165 |
|
See accompanying notes to unaudited interim consolidated financial statements.
SI FINANCIAL GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (In Thousands / Unaudited) |
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| Six Months Ended June 30, |
| 2013 | | 2012 |
Cash flows from operating activities: | | | |
Net (loss) income | $ | (137 | ) | | $ | 1,073 |
|
Adjustments to reconcile net (loss) income to net cash provided by operating activities: | | | |
|
Provision for loan losses | 190 |
| | 916 |
|
Employee stock ownership plan expense | 280 |
| | 266 |
|
Equity incentive plan expense | 384 |
| | 56 |
|
Excess tax benefit from share-based compensation | (3 | ) | | (3 | ) |
Amortization of investment premiums and discounts, net | 603 |
| | 591 |
|
Amortization of loan premiums and discounts, net | 698 |
| | 586 |
|
Depreciation and amortization of premises and equipment | 854 |
| | 959 |
|
Amortization of core deposit intangible | — |
| | 6 |
|
Net gain on sales of securities | (3 | ) | | (574 | ) |
Net (gain) loss on fair value of derivatives | (173 | ) | | 201 |
|
Deferred income tax benefit | (13 | ) | | (3 | ) |
Loans originated for sale | (25,816 | ) | | (21,446 | ) |
Proceeds from sale of loans held for sale | 30,804 |
| | 24,440 |
|
Net loss on disposal of SI Trust Servicing operations | — |
| | 698 |
|
Net gain on sales of loans held for sale | (731 | ) | | (553 | ) |
Net gain on sales of loans held for investment | (201 | ) | | — |
|
Net loss on sales or write-downs of other real estate owned | 46 |
| | 14 |
|
Increase in cash surrender value of bank-owned life insurance | (136 | ) | | (142 | ) |
Gain on bank-owned life insurance proceeds | — |
| | (349 | ) |
Other-than-temporary impairment losses on securities | 8 |
| | 36 |
|
Change in operating assets and liabilities: | |
| | |
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Accrued interest receivable | (27 | ) | | 263 |
|
Other assets | 1,035 |
| | 34 |
|
Accrued expenses and other liabilities | (308 | ) | | 260 |
|
Net cash provided by operating activities | 7,354 |
| | 7,329 |
|
| | | |
Cash flows from investing activities: | |
| | |
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Purchases of available for sale securities | (40,863 | ) | | (34,086 | ) |
Proceeds from sales of available for sale securities | 1,000 |
| | 32,417 |
|
Proceeds from maturities of and principal repayments on available for sale securities | 22,417 |
| | 28,530 |
|
Redemption of Federal Home Loan Bank stock | 325 |
| | — |
|
Net decrease (increase) in loans | 28,909 |
| | (11,799 | ) |
Purchases of loans | (18,448 | ) | | (28,197 | ) |
Proceeds from sales of loans held for investment | 3,189 |
| | — |
|
Proceeds from sales of other real estate owned | 897 |
| | 912 |
|
Purchases of premises and equipment | (1,096 | ) | | (842 | ) |
Proceeds from bank-owned life insurance | — |
| | 585 |
|
Net cash used in investing activities | (3,670 | ) | | (12,480 | ) |
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SI FINANCIAL GROUP, INC. CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded) (In Thousands / Unaudited) |
| | | | | | | |
| Six Months Ended June 30, |
| 2013 | | 2012 |
Cash flows from financing activities: | |
| | |
|
Net increase in deposits | 3,174 |
| | 12,034 |
|
Net decrease in mortgagors' and investors' escrow accounts | (421 | ) | | (792 | ) |
Proceeds from Federal Home Loan Bank advances | 10,000 |
| | — |
|
Repayments of Federal Home Loan Bank advances | (15,000 | ) | | (7,000 | ) |
Excess tax benefit from share-based compensation | 3 |
| | 3 |
|
Cash dividends on common stock | (573 | ) | | (599 | ) |
Common shares repurchased | (7 | ) | | (4,720 | ) |
Net cash used in financing activities | (2,824 | ) | | (1,074 | ) |
| | | |
| | | |
Net change in cash and cash equivalents | 860 |
| | (6,225 | ) |
Cash and cash equivalents at beginning of period | 37,689 |
| | 48,412 |
|
Cash and cash equivalents at end of period | $ | 38,549 |
| | $ | 42,187 |
|
| | | |
Supplemental cash flow information: | |
| | |
|
Interest paid | $ | 4,309 |
| | $ | 4,944 |
|
Income taxes paid, net | 1,112 |
| | 113 |
|
Transfer of loans to other real estate owned | 381 |
| | 597 |
|
See accompanying notes to unaudited interim consolidated financial statements.
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 AND DECEMBER 31, 2012
NOTE 1. NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
Nature of Business
SI Financial Group, Inc. (the “Company”) is the holding company for Savings Institute Bank and Trust Company (the “Bank”). Established in 1842, the Bank is a community-oriented financial institution headquartered in Willimantic, Connecticut. The Bank provides a variety of financial services to individuals, businesses and municipalities through its twenty offices in eastern Connecticut. Its primary products include savings, checking and certificate of deposit accounts, residential and commercial mortgage loans, commercial business loans and consumer loans. In addition, wealth management services, which include trust, financial planning, life insurance and investment services, are offered to individuals and businesses through the Bank’s offices. The Company does not conduct any material business other than owning all of the stock of the Bank and making payments on the subordinated debentures held by the Company.
Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, the Bank, and the Bank’s wholly-owned subsidiaries, 803 Financial Corp., SI Mortgage Company and SI Realty Company, Inc. All significant intercompany accounts and transactions have been eliminated.
Basis of Financial Statement Presentation
The interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, with the instructions to Form 10-Q and Rule 10.01 of Regulation S-X of the Securities and Exchange Commission (“SEC”) and general practices within the banking industry. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been omitted. Information in the accompanying interim consolidated financial statements and notes to the financial statements of the Company as of June 30, 2013 and for the three and six months ended June 30, 2013 and 2012 is unaudited. These unaudited interim consolidated financial statements and related notes should be read in conjunction with the audited financial statements of the Company and the accompanying notes for the year ended December 31, 2012 contained in the Company’s Form 10-K.
In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all of the adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the financial condition, results of operations and cash flows as of and for the period covered herein. The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the operating results for the year ending December 31, 2013 or for any other period.
In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, as of the date of the balance sheets and reported amounts of revenues and expenses for the periods presented. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, other-than-temporary impairment (“OTTI”) of securities, deferred income taxes and the impairment of long-lived assets.
Reclassifications
Certain amounts in the Company’s 2012 consolidated financial statements have been reclassified to conform to the 2013 presentation. Such reclassifications had no effect on net income.
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 AND DECEMBER 31, 2012
Loans Receivable
Loans receivable are stated at current unpaid principal balances, net of the allowance for loan losses and deferred loan origination fees and costs. Management has the ability and intent to hold its loans receivable for the foreseeable future or until maturity or pay-off.
A loan is impaired when, based on current information and events, it is probable the Company will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Impairment is measured on a loan by loan basis for residential and commercial mortgage loans and commercial business loans by either the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not typically identify individual consumer loans for impairment disclosures, unless such loans are subject to a troubled debt restructuring ("TDR") agreement.
The Company periodically may agree to modify the contractual terms of loans. When a loan is modified and concessions have been made to the original contractual terms, such as reductions of interest rates or deferral of interest or principal payments due to the borrower’s financial condition, the modification is considered a TDR.
Management considers all nonaccrual loans, with the exception of certain consumer loans, to be impaired. Also, all TDRs are initially classified as impaired. In most cases, loan payments less than 90 days past due are considered minor collection delays and the related loans are generally not considered impaired.
Allowance for Loan Losses
The allowance for loan losses, a material estimate which could change significantly in the near-term, is established through a provision for loan losses charged to earnings to account for losses that are inherent in the loan portfolio and estimated to occur, and is maintained at a level that management considers adequate to absorb losses in the loan portfolio. Loan losses are charged against the allowance for loan losses when management believes that the uncollectibility of the principal loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance for loan losses when received. In the determination of the allowance for loan losses, management may obtain independent appraisals for significant properties, if necessary.
Management's judgment in determining the adequacy of the allowance is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance for loan losses is evaluated on a monthly basis by management and is based on the evaluation of the known and inherent risk characteristics and size and composition of the loan portfolio, the assessment of current economic and real estate market conditions, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, historical loan loss experience, the level of nonperforming loans, delinquencies, classified assets and loan charge-offs and evaluations of loans and other relevant factors.
The allowance for loan losses consists of the following key elements:
| |
• | Specific allowance for identified impaired loans. For loans that are identified as impaired, an allowance is established when the present value of expected cash flows (or observable market price of the loan or fair value of the collateral if the loan is collateral dependent) of the impaired loan is lower than the carrying value of that loan. |
| |
• | General valuation allowance. The general component represents a valuation allowance on the remainder of the loan portfolio, after excluding impaired loans. For this portion of the allowance, loans are segregated by category and assigned an allowance percentage based on historical loan loss experience |
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 AND DECEMBER 31, 2012
adjusted for qualitative factors stratified by the following loan segments: residential one- to four-family, multi-family and commercial real estate, construction, commercial business and consumer. Management uses a rolling average of historical losses based on the time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: levels/trends in delinquencies, classified loans and nonaccrual loans; level of loan charge-offs; trends in volume, nature and terms of loans; existence and effect of/or changes in the level of credit concentrations; effects of changes in risk selection, underwriting standards and other changes in lending policies, procedures and practices; experience/ability and depth of lending management and staff, national and local economic trends and conditions and impact on value of underlying collateral for collateral dependent loans.
The qualitative factors are determined based on the following various risk characteristics for each loan segment. Risk characteristics relevant to each portfolio segment are as follows:
Residential – One- to Four-Family – The Bank primarily originates conventional loans with loan-to-value ratios less than 95% and generally originates loans with loan-to-value ratios in excess of 80% only when secured by first liens on owner-occupied one- to four-family residences. Loans with loan-to-value ratios in excess of 80% generally require private mortgage insurance or additional collateral. All loans in this segment are collateralized by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality of this segment.
Multi-family and Commercial – Loans in this segment are originated for the purpose of acquiring, developing, improving or refinancing multi-family and commercial real estate where the property is the primary collateral securing the loan, and the income generated from the property is the primary repayment source. The underlying cash flows generated by the properties are adversely impacted by a downturn in the economy as evidenced by increased vacancy rates, which in turn, will have an effect on the credit quality in this segment. Payments on loans secured by income-producing properties often depend on the successful operation and management of the properties. Management continually monitors the cash flows of these loans.
Construction – This segment includes loans to individuals, and to a lesser extent builders, to finance the construction of residential dwellings. The Bank also originates construction loans for commercial development projects. Upon the completion of construction, the loan generally converts to a permanent mortgage loan. Credit risk is affected by cost overruns, time to sell at an adequate price and market conditions.
Commercial Business – Loans in this segment are made to businesses and are generally secured by assets of the business. Repayment is expected from the cash flows of the business. A weakened economy and reduced viability of the industry in which the customer operates will have a negative impact on the credit quality in this segment. To a lesser but increasing extent, the Bank provides financing for investors in the time share industry, which are secured by consumer receivables, and finances capital improvements for condominium associations, which are secured by the assigned rights to levy special assessments to condominium owners.
Consumer – Loans in this segment primarily include home equity lines of credit (representing both first and second liens) and indirect automobile loans and, to a lesser extent, loans secured by marketable securities, passbook or certificate accounts, motorcycles, automobiles and recreational vehicles, as well as unsecured loans. Consumer loan collections depend on the borrower’s continuing financial stability, and therefore, are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 AND DECEMBER 31, 2012
In computing the allowance for loan losses, we do not assign a general valuation allowance to the Small Business Administration (“SBA”) and United States Department of Agriculture (“USDA”) loans that we purchase as such loans are fully guaranteed. These loans are included in commercial business loans. See Note 4 for details.
The majority of the Company's loans are collateralized by real estate located in eastern Connecticut. To a lesser extent, certain commercial real estate loans are secured by collateral located outside of our primary market area. Accordingly, the collateral value of a substantial portion of the Company's loan portfolio and real estate acquired through foreclosure is susceptible to changes in local market conditions.
Although management believes that it uses the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and the Company’s results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Furthermore, while management believes it has established the allowance for loan losses in conformity with GAAP, the regulatory agencies, in reviewing the loan portfolio, may request us to increase our allowance for loan losses based on judgments different from ours. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, the existing allowance for loan losses may not be adequate or increases may be necessary should the quality of any loans deteriorate as a result of the factors discussed above. Any material increase in the allowance for loan losses would adversely affect the Company’s financial condition and results of operations.
Interest and Fees on Loans
Interest on loans is accrued and included in net interest income based on contractual rates applied to principal amounts outstanding. Accrual of interest is discontinued when loan payments are 90 days or more past due, based on contractual terms, or when, in the judgment of management, collectibility of the loan or loan interest becomes uncertain. Subsequent recognition of income occurs only to the extent payment is received subject to management's assessment of the collectibility of the remaining interest and principal. A nonaccrual loan is restored to accrual status when it is no longer delinquent and collectibility of interest and principal is no longer in doubt and the borrower has made regular payments in accordance with the terms of the loan over a period of at least six months. Interest collected on nonaccrual loans is recognized only to the extent cash payments are received, and may be recorded as a reduction to principal if the collectibility of the principal balance of the loan is unlikely.
Loan origination fees and direct loan origination costs are deferred, and the net amount is recognized as an adjustment of the related loan's yield utilizing the interest method over the contractual life of the loan.
Common Share Repurchases
The Company is chartered in the state of Maryland. Maryland law does not provide for treasury shares, rather shares repurchased by the Company constitute authorized but unissued shares. GAAP states that accounting for treasury stock shall conform to state law. Therefore, the cost of shares repurchased by the Company has been allocated to common stock and retained earnings balances.
Recent Accounting Pronouncements
Disclosures about Offsetting Assets and Liabilities – In December 2011, the Financial Accounting Standards Board ("FASB") amended its standard related to disclosure requirements for offsetting assets and liabilities. Under this amendment, an entity will be required to disclose both gross and net information about both instruments and transactions eligible for offset in the statement of financial position and instruments and transactions subject to an agreement similar to a master netting arrangement. This scope would include derivatives, sale and repurchase agreements and reverse sale and repurchase agreements, and securities borrowing and securities lending arrangements. The amendments in this update were effective for annual reporting periods beginning on or after January 1, 2013, and interim periods within those annual periods. An entity should provide the disclosures
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 AND DECEMBER 31, 2012
required by these amendments retrospectively for all comparative periods presented. The adoption of this amendment had no impact on the Company's consolidated financial statements.
Clarifying the Scope of Disclosures about Offsetting Assets and Liabilities - In January 2013, the FASB issued amendments to clarify that the scope of Disclosures about Offsetting Assets and Liabilities applies to derivatives accounted for in accordance with Derivatives and Hedging, including bifurcated embedded derivatives, repurchase agreements, reverse repurchase agreements, securities borrowing and securities lending transactions that are either offset in accordance with applicable guidance or subject to an enforceable master netting arrangement or similar agreement. The amendments in this update were effective for fiscal years beginning on or after
January 1, 2013, and interim periods within those annual periods. An entity should provide the required disclosures retrospectively for all comparative periods presented. The adoption of this amendment had no impact on the Company's consolidated financial statements.
Comprehensive Income - Reporting of Amounts Reclassified Out of Accumulated Other Comprehensive Income - In February 2012, the FASB issued an amendment to improve the transparency of reporting these reclassifications by requiring an organization to 1) present the effects on the line items of net income of significant amounts reclassified out of accumulated other comprehensive income and 2) cross-reference to other disclosures currently required under GAAP for other reclassification items to be reclassified directly to net income in their entirety in the same reporting period. The amendments were effective for reporting periods beginning after December 15, 2012. The adoption of this amendment did not have a material impact on the Company's consolidated financial statements. See Consolidated Statements of Comprehensive (Loss) Income.
NOTE 2. EARNINGS (LOSS) PER SHARE
Basic earnings (loss) per share is calculated by dividing the net income (loss) available to common shareholders by the weighted average number of common shares outstanding during the period. Unvested restricted shares are considered outstanding in the computation of basic earnings (loss) per share since the shares participate in dividends and the rights to the dividends are non-forfeitable. Diluted earnings (loss) per share is computed in a manner similar to basic earnings (loss) per share except that the weighted average number of common shares outstanding is increased to include the incremental common shares (as computed using the treasury stock method) that would have been outstanding if all potentially dilutive common stock equivalents were issued during the period. The Company’s common stock equivalents relate solely to stock options. Repurchased common shares and unallocated common shares held by the Bank’s ESOP are not deemed outstanding for earnings (loss) per share calculations.
Anti-dilutive shares are common stock equivalents with weighted average exercise prices in excess of the weighted average market value for the periods presented, and are not considered in diluted earnings (loss) per share calculations. The Company had anti-dilutive common shares outstanding of 771,538 and 626,396 for the three and six months ended June 30, 2013, respectively, and 131,016 and 237,412 for the three and six months ended June 30, 2012, respectively. For the three and six months ended June 30, 2013, all common stock equivalents were anti-dilutive and were not included in the computation of loss per share because it would result in a reduction in the net loss per share.
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 AND DECEMBER 31, 2012
The computation of (loss) earnings per share is as follows:
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2013 | | 2012 | | 2013 | | 2012 |
| (Dollars in Thousands, Except Per Share Data) |
Net (loss) income | $ | (60 | ) | | $ | 670 |
| | $ | (137 | ) | | $ | 1,073 |
|
| | | | | | | |
Weighted average common shares outstanding: | |
| | |
| | | | |
Basic | 9,567,612 |
| | 9,821,841 |
| | 9,561,808 |
| | 9,896,154 |
|
Effect of dilutive stock options | — |
| | 38,300 |
| | — |
| | 32,661 |
|
Diluted | 9,567,612 |
| | 9,860,141 |
| | 9,561,808 |
| | 9,928,815 |
|
| | | | | | | |
(Loss) earnings per share: | |
| | |
| | | | |
Basic | $ | (0.01 | ) | | $ | 0.07 |
| | $ | (0.01 | ) | | $ | 0.11 |
|
Diluted | $ | (0.01 | ) | | $ | 0.07 |
| | $ | (0.01 | ) | | $ | 0.11 |
|
NOTE 3. SECURITIES
Available for sale securities:
The amortized cost, gross unrealized gains and losses and approximate fair values of available for sale securities at June 30, 2013 and December 31, 2012 are as follows:
|
| | | | | | | | | | | | | | | | |
| | June 30, 2013 |
| | Amortized Cost (1) | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
| | (In Thousands) |
Debt securities: | | | | | | | |
U.S. Government and agency obligations | $ | 52,798 |
| | $ | 1,430 |
| | $ | (39 | ) | | $ | 54,189 |
|
Government-sponsored enterprises | 28,783 |
| | 342 |
| | (179 | ) | | 28,946 |
|
Mortgage-backed securities:(2) | | | |
| | |
| | |
|
Agency - residential | 81,831 |
| | 1,328 |
| | (1,304 | ) | | 81,855 |
|
Non-agency - residential | 2,080 |
| | 37 |
| | (130 | ) | | 1,987 |
|
Non-agency - HELOC | 2,255 |
| | 74 |
| | — |
| | 2,329 |
|
Corporate debt securities | 7,021 |
| | 133 |
| | (18 | ) | | 7,136 |
|
Collateralized debt obligations | 5,806 |
| | — |
| | (1,353 | ) | | 4,453 |
|
Obligations of state and political subdivisions | 6,258 |
| | 182 |
| | (58 | ) | | 6,382 |
|
Tax-exempt securities | 3,884 |
| | — |
| | (284 | ) | | 3,600 |
|
Foreign government securities | 25 |
| | — |
| | — |
| | 25 |
|
Total available for sale securities | $ | 190,741 |
| | $ | 3,526 |
| | $ | (3,365 | ) | | $ | 190,902 |
|
| | | | | | | | |
(1) Net of OTTI write-downs recognized in earnings.(2) Agency securities refer to debt obligations issued or guaranteed by government corporations or government-sponsored enterprises (“GSEs”). Non-agency securities, or private-label securities, are the sole obligation of their issuer and are not guaranteed by one of the GSEs or the U.S. Government.
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 AND DECEMBER 31, 2012
|
| | | | | | | | | | | | | | | | |
| | December 31, 2012 |
| | Amortized Cost (1) | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value |
| | (In Thousands) |
Debt securities: | | | | | | | |
U.S. Government and agency obligations | $ | 55,027 |
| | $ | 1,255 |
| | $ | (23 | ) | | $ | 56,259 |
|
Government-sponsored enterprises | 23,388 |
| | 579 |
| | — |
| | 23,967 |
|
Mortgage-backed securities:(2) |
|
| |
|
| |
|
| | |
|
Agency - residential | 69,399 |
| | 2,211 |
| | (66 | ) | | 71,544 |
|
Non-agency - residential | 4,784 |
| | 52 |
| | (124 | ) | | 4,712 |
|
Non-agency - HELOC | 2,555 |
| | — |
| | (78 | ) | | 2,477 |
|
Corporate debt securities | 7,555 |
| | 188 |
| | (49 | ) | | 7,694 |
|
Collateralized debt obligations | 5,993 |
| | — |
| | (1,597 | ) | | 4,396 |
|
Obligations of state and political subdivisions | 5,152 |
| | 262 |
| | — |
| | 5,414 |
|
Foreign government securities | 50 |
| | — |
| | — |
| | 50 |
|
Total available for sale securities | $ | 173,903 |
| | $ | 4,547 |
| | $ | (1,937 | ) | | $ | 176,513 |
|
| | | | | | | | |
(1) Net of OTTI write-downs recognized in earnings.
(2) Agency securities refer to debt obligations issued or guaranteed by government corporations or government-sponsored enterprises (“GSEs”). Non-agency securities, or private-label securities, are the sole obligation of their issuer and are not guaranteed by one of the GSEs or the U.S. Government.
The amortized cost and fair value of debt securities by contractual maturities at June 30, 2013 are presented below. Actual maturities of mortgage-backed securities ("MBS") may differ from contractual maturities because the mortgages underlying the securities may be called or repaid without any penalties. Because MBSs are not due at a single maturity date, they are not included in the maturity categories in the following maturity summary.
|
| | | | | | | |
| Amortized Cost | | Fair Value |
| (In Thousands) |
Within 1 year | $ | 9,075 |
| | $ | 9,129 |
|
After 1 but within 5 years | 25,041 |
| | 25,502 |
|
After 5 but within 10 years | 18,218 |
| | 18,301 |
|
After 10 years | 52,241 |
| | 51,799 |
|
| 104,575 |
| | 104,731 |
|
Mortgage-backed securities | 86,166 |
| | 86,171 |
|
Total debt securities | $ | 190,741 |
| | $ | 190,902 |
|
The following is a summary of realized gains and losses on the sales of securities for the three and six months ended June 30, 2013 and 2012:
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2013 | | 2012 | | 2013 | | 2012 |
| (In Thousands) |
Gross gains on sales | $ | — |
| | $ | 257 |
| | $ | 3 |
| | $ | 627 |
|
Gross losses on sales | — |
| | — |
| | — |
| | (53 | ) |
Net gain on sale of securities | $ | — |
| | $ | 257 |
| | $ | 3 |
| | $ | 574 |
|
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 AND DECEMBER 31, 2012
Proceeds from the sale of available for sale securities were $1.0 million for the three and six months ended June 30, 2013 and $23.1 million and $32.4 million for the three and six months ended June 30, 2012, respectively.
The following tables present information pertaining to securities with gross unrealized losses at June 30, 2013 and December 31, 2012, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position.
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Less Than 12 Months | | 12 Months Or More | | Total |
June 30, 2013: | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
| (In Thousands) |
U.S. Government and agency obligations | $ | 2,851 |
| | $ | 17 |
| | $ | 1,116 |
| | $ | 22 |
| | $ | 3,967 |
| | $ | 39 |
|
Government sponsored enterprises | 6,818 |
| | 179 |
| | — |
| | — |
| | 6,818 |
| | 179 |
|
Mortgage-backed securities: | |
| | |
| | |
| | |
| | |
| | |
|
Agency - residential | 42,368 |
| | 1,290 |
| | 669 |
| | 14 |
| | 43,037 |
| | 1,304 |
|
Non-agency - residential | — |
| | — |
| | 1,241 |
| | 130 |
| | 1,241 |
| | 130 |
|
Corporate debt securities | 978 |
| | 18 |
| | — |
| | — |
| | 978 |
| | 18 |
|
Collateralized debt obligations | — |
| | — |
| | 4,453 |
| | 1,353 |
| | 4,453 |
| | 1,353 |
|
Obligations of state and political subdivisions | 1,224 |
| | 58 |
| | — |
| | — |
| | 1,224 |
| | 58 |
|
Tax-exempt securities | 3,600 |
| | 284 |
| | — |
| | — |
| | 3,600 |
|
| 284 |
|
Total | $ | 57,839 |
| | $ | 1,846 |
| | $ | 7,479 |
| | $ | 1,519 |
| | $ | 65,318 |
| | $ | 3,365 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
| Less Than 12 Months | | 12 Months Or More | | Total |
December 31, 2012: | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses | | Fair Value | | Unrealized Losses |
| (In Thousands) |
U.S. Government and agency obligations | $ | — |
| | $ | — |
| | $ | 1,367 |
| | $ | 23 |
| | $ | 1,367 |
| | $ | 23 |
|
Mortgage-backed securities: | |
| | |
| | |
| | |
| | |
| | |
|
Agency - residential | 6,923 |
| | 37 |
| | 1,404 |
| | 29 |
| | 8,327 |
| | 66 |
|
Non-agency - residential | 1,926 |
| | 8 |
| | 1,417 |
| | 116 |
| | 3,343 |
| | 124 |
|
Non-agency - HELOC | — |
| | — |
| | 2,477 |
| | 78 |
| | 2,477 |
| | 78 |
|
Corporate debt securities | — |
| | — |
| | 946 |
| | 49 |
| | 946 |
| | 49 |
|
Collateralized debt obligations | — |
| | — |
| | 4,396 |
| | 1,597 |
| | 4,396 |
| | 1,597 |
|
Total | $ | 8,849 |
| | $ | 45 |
| | $ | 12,007 |
| | $ | 1,892 |
| | $ | 20,856 |
| | $ | 1,937 |
|
For debt securities with OTTI losses, the Company estimated the portion of loss attributable to credit using a discounted cash flow model in accordance with applicable guidance. Significant inputs for the non-agency mortgage-backed securities included the estimated cash flows of the underlying collateral based on key assumptions, such as default rate, loss severity and prepayment rate. Assumptions used can vary widely from loan to loan, and are influenced by such factors as loan interest rate, geographical location of the borrower, borrower characteristics and collateral type. Significant inputs for the collateralized debt obligations included estimated cash flows and prospective deferrals, defaults and recoveries based on the underlying seniority status and subordination structure of the pooled trust preferred debt tranche at the time of measurement. Prospective deferral, default and recovery estimates affecting projected cash flows were based on an analysis of the underlying financial condition of the individual issuers, with consideration of the account’s capital adequacy, credit quality, lending concentrations and other factors. All cash flow estimates were based on the securities’ tranche structure and contractual rate and maturity terms. The Company utilized the services of an independent third-party valuation firm to obtain information about the structure in order to determine how the underlying collateral cash
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 AND DECEMBER 31, 2012
flows will be distributed to each security issued from the structure. The present value of the expected cash flows was compared to the Company’s holdings to determine the credit-related impairment loss, if any.
To the extent that continued changes in interest rates, credit movements and other factors that influence fair value of investments occur, the Company may be required to record impairment charges for OTTI in future periods.
At June 30, 2013, thirty-one debt securities with gross unrealized losses had aggregate depreciation of approximately 4.9% of the Company’s amortized cost basis. The majority of the unrealized losses related to the Company’s collateralized debt obligations and non-agency mortgage-backed securities. Impairment charges recognized on investments deemed other-than-temporarily impaired were $8,000 for the three and six months ended June 30, 2013 compared to $36,000 of net impairment losses recognized by the Company for the six months ended June 30, 2012. No net impairment losses on securities were recognized for the three months ended June 30, 2012. The following summarizes, by security type, the basis for management’s determination during the preparation of the financial statements of whether the applicable investments within the Company’s securities portfolio were other-than-temporarily impaired at June 30, 2013.
U.S. Government and Agency Obligations. The unrealized losses on the Company’s U.S. Government and agency obligations related primarily to a widening of the rate spread to comparable treasury securities. The contractual terms of these investments do not permit the issuer to settle the securities at a price less than the amortized cost basis of the investments. Because the decline in market value is attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell the securities before their anticipated recovery, which may be at maturity, the Company did not consider these securities to be other-than-temporarily impaired at June 30, 2013.
Mortgage-backed Securities - Agency - Residential. The unrealized losses on the Company’s agency–residential mortgage-backed securities were caused by increases in the rate spread to comparable treasury securities. The Company does not expect these securities to settle at a price less than the amortized cost basis of the investments. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before the recovery of their amortized cost basis, which may be at maturity, the Company did not consider these investments to be other-than-temporarily impaired at June 30, 2013.
Mortgage-backed Securities - Non-agency - Residential. Despite significant improvement in the market, these securities continue to trade well below historic levels, particularly those backed by jumbo or hybrid loan collateral. At June 30, 2013, management evaluated credit rating details for the tranche, as well as credit information on subordinate tranches, potential future credit losses and loss analyses. Additionally, management reviewed reports prepared by an independent third party for certain non-agency mortgage-backed securities. The Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be at maturity.
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 AND DECEMBER 31, 2012
The following table details the Company's non-agency residential mortgage-backed securities that were rated below investment grade at June 30, 2013:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Security | | Class (1) | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Lowest Credit Rating (2) | | Total Credit- Related OTTI (3) | | Credit Support Coverage Ratios (4) |
(Dollars in Thousands) |
MBS 1 | | SSNR, AS | | $ | 1,371 |
| | $ | — |
| | $ | (130 | ) | | $ | 1,241 |
| | D | | $ | 197 |
| | 0.00 |
MBS 2 | | PT, AS | | 155 |
| | 10 |
| | — |
| | 165 |
| | C | | 8 |
| | 0.00 |
| | | | $ | 1,526 |
| | $ | 10 |
| | $ | (130 | ) | | $ | 1,406 |
| | | | $ | 205 |
| | |
| | | | | | | | | | | | | | | | |
(1) Class definitions: PT – Pass Through, AS – Accelerated, and SSNR – Super Senior.
(2) The Company utilized credit ratings provided by Moody’s, S&P and Fitch in its evaluation of issuers.
(3) The OTTI amounts provided in the table represent cumulative credit loss amounts through June 30, 2013.
(4) The credit support coverage ratio, which is the ratio that determines the multiple of credit support, is based on assumptions for the performance of loans within the delinquency pipeline. The assumptions used are: current collateral support/((60 day delinquencies x .60) + (90 day delinquencies x .70) + (foreclosures x 1.00) + (other real estate x 1.00)) x .40 for loss severity.
Collateralized Debt Obligations. The unrealized losses on the Company’s collateralized debt obligations relate to investments in pooled trust preferred securities (“PTPS”). The PTPS market has stabilized at depressed market values as a result of market saturation. Transactions for PTPS have been limited and have occurred primarily as a result of distressed or forced liquidation sales. The securities were widely held by hedge funds and European banks and used to offset interest rate exposure tied to LIBOR. As the positions have unwound, an excess supply of these securities has saturated the market.
Management evaluated current credit ratings, credit support and stress testing for future defaults related to the Company’s PTPS. Management also reviewed analytics provided by the trustee and independent OTTI reviews and associated cash flow analyses performed by an independent third party. The unrealized losses on the Company’s PTPS investments were caused by a lack of liquidity, credit downgrades and decreasing credit support. The increased number of bank and insurance company failures has decreased the level of credit support for these investments. A number of lower tranches have foregone payments or have received payment in kind through increased principal allocations. However, the number of deferring securities has been decreasing and a number of reinstatements have occurred recently. Based on the existing credit profile of the remainder of the Company's PTPS investments, management does not believe that these investments will suffer from any further credit-related losses. Because the Company does not intend to sell the investments and it is not more likely than not that the Company will be required to sell the investments before recovery of their amortized cost basis, which may be at maturity, the Company did not record additional impairment losses at June 30, 2013.
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 AND DECEMBER 31, 2012
The following table details the Company's collateralized debt obligations that are rated below investment grade at June 30, 2013:
|
| | | | | | | | | | | | | | | | | | | | | | | | | | |
Security | | Class | | Amortized Cost | | Gross Unrealized Gains | | Gross Unrealized Losses | | Fair Value | | Lowest Credit Rating (1) | | Total Credit- Related OTTI (2) | | % of Current Performing Collateral Coverage |
(Dollars in Thousands) |
CDO 1 | | B1 | | $ | 1,000 |
| | $ | — |
| | $ | (468 | ) | | $ | 532 |
| | CCC- | | $ | — |
| | 107.5 |
CDO 2 | | B3 | | 1,000 |
| | — |
| | (446 | ) | | 554 |
| | CCC- | | — |
| | 107.5 |
CDO 3 | | A2 | | 2,578 |
| | — |
| | (206 | ) | | 2,372 |
| | B- | | 62 |
| | 126.8 |
CDO 4 | | A1 | | 1,228 |
| | — |
| | (233 | ) | | 995 |
| | BB- | | — |
| | 170.6 |
| | | | $ | 5,806 |
| | $ | — |
| | $ | (1,353 | ) | | $ | 4,453 |
| | | | $ | 62 |
| | |
| | | | | | | | | | | | | | | | |
(1) The Company utilized credit ratings provided by Moody’s, S&P and Fitch in its evaluation of issuers.
(2) The OTTI amounts provided in the table represent cumulative credit loss amounts through June 30, 2013.
The following table presents a roll-forward of the balance of credit losses on the Company’s debt securities for which a portion of OTTI was recognized in other comprehensive (loss) income for the three and six months ended June 30, 2013 and 2012.
|
| | | | | | | | | | | | | | | |
| Three Months Ended June 30, | | Six Months Ended June 30, |
| 2013 | | 2012 | | 2013 | | 2012 |
| (In Thousands) |
Balance at beginning of period | $ | 259 |
| | $ | 1,243 |
| | $ | 259 |
| | $ | 1,207 |
|
Amounts related to credit for which OTTI losses were not previously recognized | 8 |
| | — |
| | 8 |
| | — |
|
Additional credit losses for which OTTI losses were previously recognized | — |
| | — |
| | — |
| | 36 |
|
Reduction for permanent loss in value of securities during the period | — |
| | (1,071 | ) | | — |
| | (1,071 | ) |
Balance at end of period | $ | 267 |
| | $ | 172 |
| | $ | 267 |
| | $ | 172 |
|
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 AND DECEMBER 31, 2012
NOTE 4. LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES
Loan Portfolio
The composition of the Company’s loan portfolio at June 30, 2013 and December 31, 2012 is as follows:
|
| | | | | | | | |
| | June 30, 2013 | | December 31, 2012 |
| | (In Thousands) |
Real estate loans: | | | |
Residential - 1 to 4 family | $ | 222,011 |
| | $ | 230,664 |
|
Multi-family and commercial | 192,135 |
| | 201,951 |
|
Construction | 3,511 |
| | 3,284 |
|
Total real estate loans | 417,657 |
| | 435,899 |
|
| | | | |
Commercial business loans: | |
| | |
|
SBA and USDA guaranteed | 147,223 |
| | 148,385 |
|
Time share | 24,008 |
| | 23,310 |
|
Condominium association | 16,729 |
| | 15,493 |
|
Other | 31,106 |
| | 26,339 |
|
Total commercial business loans | 219,066 |
| | 213,527 |
|
| | | | |
Consumer loans: | |
| | |
|
Home equity | 27,980 |
| | 28,375 |
|
Indirect automobile | 8,001 |
| | 9,652 |
|
Other | 2,107 |
| | 2,353 |
|
Total consumer loans | 38,088 |
| | 40,380 |
|
| | | | |
Total loans | 674,811 |
| | 689,806 |
|
| | | | |
Deferred loan origination costs, net of fees | 1,641 |
| | 1,744 |
|
Allowance for loan losses | (6,007 | ) | | (6,387 | ) |
Loans receivable, net | $ | 670,445 |
| | $ | 685,163 |
|
The Company purchased commercial business loans totaling $18.4 million during the six months ended June 30, 2013. During the year ended December 31, 2012, the Company purchased commercial business loans and consumer loans totaling $42.9 million and $6.9 million, respectively.
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
JUNE 30, 2013 AND 2012 AND DECEMBER 31, 2012
Allowance for Loan Losses
Changes in the allowance for loan losses for the three and six months ended June 30, 2013 and 2012 are as follows:
|
| | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended June 30, 2013 | Residential - 1 to 4 Family | | Multi-family and Commercial | | Construction | | Commercial Business | | Consumer | | Total |
| (In Thousands) |
Balance at beginning of period | $ | 1,101 |
| | $ | 3,168 |
| | $ | 27 |
| | $ | 1,534 |
| | $ | 498 |
| | $ | 6,328 |
|
Provision (credit) for loan losses | 60 |
| | (26 | ) | | 3 |
| | (3 | ) | | 21 |
| | 55 |
|
Loans charged-off | (192 | ) | | (197 | ) | | — |
| | — |
| | (21 | ) | | (410 | ) |
Recoveries of loans previously charged-off | 30 |
| | 2 |
| | — |
| | — |
| | 2 |
| | 34 |
|
Balance at end of period | $ | 999 |
| | $ | 2,947 |
| | $ | 30 |
| | $ | 1,531 |
| | $ | 500 |
| | $ | 6,007 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
Six Months Ended June 30, 2013 | Residential - 1 to 4 Family | | Multi-family and Commercial | | Construction | | Commercial Business | | Consumer | | Total |
| (In Thousands) |
Balance at beginning of period | $ | 1,125 |
| | $ | 3,028 |
| | $ | 22 |
| | $ | 1,735 |
| | $ | 477 |
| | $ | 6,387 |
|
Provision (credit) for loan losses | 302 |
| | 45 |
| | 8 |
| | (204 | ) | | 39 |
| | 190 |
|
Loans charged-off | (458 | ) | | (197 | ) | | — |
| | — |
| | (61 | ) | | (716 | ) |
Recoveries of loans previously charged-off | 30 |
| | 71 |
| | — |
| | — |
| | 45 |
| | 146 |
|
Balance at end of period | $ | 999 |
| | $ | 2,947 |
| | $ | 30 |
| | $ | 1,531 |
| | $ | 500 |
| | $ | 6,007 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
Three Months Ended June 30, 2012 | Residential - 1 to 4 Family | | Multi-family and Commercial | | Construction | | Commercial Business | | Consumer | | Total |
| (In Thousands) |
Balance at beginning of period | $ | 735 |
| | $ | 2,678 |
| | $ | 368 |
| | $ | 1,127 |
| | $ | 470 |
| | $ | 5,378 |
|
Provision (credit) for loan losses | (32 | ) | | 121 |
| | (54 | ) | | 280 |
| | 117 |
| | 432 |
|
Loans charged-off | (29 | ) | | (102 | ) | | — |
| | — |
| | (103 | ) | | (234 | ) |
Recoveries of loans previously charged-off | 51 |
| | 3 |
| | — |
| | 11 |
| | 3 |
| | 68 |
|
Balance at end of period | $ | 725 |
| | $ | 2,700 |
| | $ | 314 |
| | $ | 1,418 |
| | $ | 487 |
| | $ | 5,644 |
|
|
| | | | | | | | | | | | | | | | | | | | | | | |
Six Months Ended June 30, 2012 | Residential - 1 to 4 Family | | Multi-family and Commercial | | Construction | | Commercial Business | | Consumer | | Total |
|