t68684_10q.htm


UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, DC  20549
 
FORM 10-Q

(Mark One)

x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
 
EXCHANGE ACT OF 1934
 
 
For the quarterly period ended June 30, 2010
 
OR
o
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
 
 
EXCHANGE ACT OF 1934
 
 
For the transition period from                     to                         
 
 
Commission file number: 000-51214
 
     
Prudential Bancorp, Inc. of Pennsylvania
(Exact Name of Registrant as Specified in Its Charter)
   
Pennsylvania
68-0593604
(State or Other Jurisdiction of Incorporation or Organization)
(I.R.S. Employer Identification No.)
1834 Oregon Avenue
Philadelphia, Pennsylvania
19145
Zip Code
(Address of Principal Executive Offices)
 
 
(215) 755-1500
(Registrant’s Telephone Number, Including Area Code)
 
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.     Yes  x   No  o

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).
 
oYes
oNo

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or smaller reporting company.  See definition of “large accelerated filer”, “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.  (Check one):

Large accelerated filer   o
Accelerated filer  o
Non-accelerated filer   (Do not check if a smaller reporting company)  o
Smaller reporting company  x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
 
o Yes
x No
 
Indicate the number of shares outstanding of each of the issuer’s classes of common stock as of the latest practical date:  as of August 5, 2010, 10,031,472 shares were issued and outstanding.
 
 
 

 

PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA

TABLE OF CONTENTS

     
PAGE
       
PART I
FINANCIAL INFORMATION:
 
       
 
Item 1.
Consolidated Financial Statements
 
       
   
Unaudited Consolidated Statements of Financial Condition June 30, 2010 and September 30, 2009
2
       
   
Unaudited Consolidated Statements of Operations for the Three And Nine Months Ended June 30, 2010 and 2009
  3  
       
   
Unaudited Consolidated Statements of Changes in Stockholders’ Equity and Comprehensive Income for the Nine Months Ended June 30, 2010 and 2009
4
       
   
Unaudited Consolidated Statements of Cash Flows for the Nine Months Ended June 30, 2010 and 2009
5
       
   
Notes to Unaudited Consolidated Financial Statements
6
       
 
Item 2.
Management's Discussion and Analysis of Financial Condition and Results of Operations
24
       
 
Item 3.
Quantitative and Qualitative Disclosures About Market Risk
38
       
 
Item 4T.
Controls and Procedures
38
       
PART II
OTHER INFORMATION
 
       
 
Item 1.
Legal Proceedings
39
       
 
Item 1A.
Risk Factors
39
       
 
Item 2.
Unregistered Sales of Equity Securities and Use of Proceeds
39
       
 
Item 3.
Defaults Upon Senior Securities
40
       
 
Item 4.
(Removed and Reserved)
40
       
 
Item 5.
Other Information
40
       
 
Item 6.
Exhibits
40
       
 
SIGNATURES
41
 
 
1

 
 
PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA AND SUBSIDIARIES
           
             
UNAUDITED CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
             
   
June 30,
   
September 30,
 
   
2010
   
2009
 
   
(Dollars in Thousands)
 
ASSETS
           
             
Cash and amounts due from depository institutions
  $ 16,989     $ 4,088  
Interest-bearing deposits
    39,638       9,581  
                 
Total cash and cash equivalents
    56,627       13,669  
                 
Investment and mortgage-backed securities held to maturity (fair value—
               
June 30, 2010, $134,198; September 30, 2009, $161,968)
    130,102       160,126  
Investment and mortgage-backed securities available for sale (amortized cost—
               
June 30, 2010, $71,157; September 30, 2009, $63,000)
    72,893       62,407  
Loans receivable—net of allowance for loan losses (June 30, 2010, $2,536;
               
September 30, 2009, $2,732)
    254,168       256,694  
Accrued interest receivable:
               
Loans receivable
    1,428       1,419  
Mortgage-backed securities
    351       390  
Investment securities
    1,166       1,496  
Real estate owned
    3,197       3,622  
Federal Home Loan Bank stock—at cost
    3,545       3,545  
Office properties and equipment—net
    1,975       1,992  
Bank owned life insurance
    5,939       5,786  
Prepaid expenses and other assets
    5,133       1,272  
Deferred tax asset-net
    1,736       2,343  
TOTAL ASSETS
  $ 538,260     $ 514,761  
                 
LIABILITIES AND STOCKHOLDERS' EQUITY
               
                 
LIABILITIES:
               
Deposits:
               
Noninterest-bearing
  $ 2,565     $ 2,848  
Interest-bearing
    459,824       429,526  
Total deposits
    462,389       432,374  
Advances from Federal Home Loan Bank
    13,626       19,659  
Accrued interest payable
    2,310       3,463  
Advances from borrowers for taxes and insurance
    1,837       1,214  
Accounts payable and accrued expenses
    1,159       1,703  
Accrued dividend payable
    502       491  
 
               
Total liabilities
    481,823       458,904  
                 
COMMITMENTS AND CONTINGENCIES (Note 8)
               
                 
STOCKHOLDERS' EQUITY:
               
Preferred stock, $.01 par value, 10,000,000 shares authorized, none issued
    -       -  
Common stock, $.01 par value, 40,000,000 shares authorized, issued 12,563,750;
               
outstanding - 10,031,472 at June 30, 2010;  10,331,866 at September 30, 2009
    126       126  
Additional paid-in capital
    53,389       52,938  
Unearned ESOP shares
    (3,290 )     (3,457 )
Treasury stock, at cost:  2,532,278 shares at June 30, 2010;
               
2,231,884 shares at September 30, 2009
    (31,576 )     (28,652 )
Retained earnings
    36,642       35,293  
Accumulated other comprehensive income (loss)
    1,146       (391 )
                 
Total stockholders' equity
    56,437       55,857  
                 
TOTAL LIABILITIES AND STOCKHOLDERS' EQUITY
  $ 538,260     $ 514,761  
                 
See notes to unaudited consolidated financial statements.
               
 
2

 

PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA AND SUBSIDIARIES
 
UNAUDITED CONSOLIDATED STATEMENTS OF OPERATIONS

 
   
Three Months Ended June 30,
   
Nine Months Ended June 30,
 
   
2010
   
2009
   
2010
   
2009
 
   
(Dollars in Thousands Except Per
Share Amounts)
   
(Dollars in Thousands Except Per
Share Amounts)
 
INTEREST INCOME:
                       
Interest on loans
  $ 3,706     $ 3,806     $ 11,176     $ 11,396  
Interest on mortgage-backed securities
    1,164       1,329       3,575       4,648  
Interest and dividends on investments
    1,442       1,485       4,338       4,708  
                                 
Total interest income
    6,312       6,620       19,089       20,752  
                                 
INTEREST EXPENSE:
                               
Interest on deposits
    2,152       2,972       6,509       9,333  
Interest on borrowings
    192       216       609       743  
                                 
Total interest expense
    2,344       3,188       7,118       10,076  
                                 
NET INTEREST INCOME
    3,968       3,432       11,971       10,676  
                                 
PROVISION FOR LOAN LOSSES
    110       810       495       1,173  
                                 
NET INTEREST  INCOME AFTER PROVISION
                               
FOR LOAN LOSSES
    3,858       2,622       11,476       9,503  
                                 
NON-INTEREST INCOME (LOSS):
                               
Fees and other service charges
    130       114       373       369  
                                 
Total other-than-temporary impairment loss
    (91 )     (28 )     (467 )     (5,338 )
Portion of loss recognized in other
                               
comprehensive income, before taxes
    5       (228 )     43       2,281  
Net impairment loss recognized in earnings
    (86 )     (256 )     (424 )     (3,057 )
                                 
Other
    125       87       301       251  
                                 
Total non-interest income (loss)
    169       (55 )     250       (2,437 )
                                 
NON-INTEREST EXPENSE:
                               
Salaries and employee benefits
    1,330       1,249       4,014       3,578  
Data processing
    118       126       378       427  
Professional services
    107       159       391       578  
Office occupancy
    90       89       293       294  
Depreciation
    91       79       268       245  
Payroll taxes
    61       63       223       205  
Director compensation
    65       80       215       201  
Deposit insurance
    195       467       532       763  
Real estate owned expense
    289       12       362       233  
Advertising
    107       116       319       323  
Other
    336       342       1,009       1,067  
                                 
Total non-interest expense
    2,789       2,782       8,004       7,914  
                                 
INCOME (LOSS) BEFORE INCOME TAXES
    1,238       (215 )     3,722       (848 )
                                 
INCOME TAXES:
                               
Current expense
    291       259       1,100       1,112  
Deferred expense benefit
    (332 )     (248 )     (185 )     (693 )
                                 
Total income tax (benefit) expense
    (41 )     11       915       419  
                                 
NET INCOME (LOSS)
  $ 1,279     $ (226 )   $ 2,807     $ (1,267 )
                                 
BASIC INCOME (LOSS) PER SHARE
  $ 0.13     $ (0.02 )   $ 0.29     $ (0.12 )
                                 
DILUTED INCOME (LOSS) PER SHARE
  $ 0.13     $ (0.02 )   $ 0.29     $ (0.12 )
                   
See notes to unaudited consolidated financial statements.
                               
 
 
3

 
 
PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA AND SUBSIDIARIES
 
UNAUDITED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND COMPREHENSIVE INCOME (LOSS)

                           
 
   
Accumulated
             
         
Additional
   
Unearned
         
 
   
Other
   
Total
       
   
Common
   
Paid-In
   
ESOP
   
Treasury
   
Retained
   
Comprehensive
   
Stockholders'
   
Comprehensive
 
   
Stock
   
Capital
   
Shares
   
Stock
   
Earnings
   
Income (Loss)
   
Equity
   
Income
 
   
(Dollars in Thousands except per share amounts)
 
BALANCE, OCTOBER 1, 2009
  $ 126     $ 52,938     $ (3,457 )   $ (28,652 )   $ 35,293     $ (391 )   $ 55,857        
                                                               
Comprehensive income:
                                                             
                                                               
Net income
                                    2,807               2,807       2,807  
 
                                                               
Net unrealized holding gain on
                                                             
available for sale securities
                                                             
arising during the period, net
                                                             
of income tax of $648
                                            1,257       1,257       1,257  
                                                                 
Reclassification adjustment for
                                                               
other than temporary impairment
                                                         
recognized in earnings
                                                               
net of tax of $144
                                            280       280       280  
 
                                                               
Comprehensive income
                                                          $ 4,344  
                                                                 
Cash dividends declared
                                                               
($.15 per share)
                                    (1,458 )             (1,458 )        
                                                                 
Treasury stock purchased (300,394 shares)
                      (2,924 )                     (2,924 )        
                                                                 
Excess tax benefit from stock compensation
      70                                       70          
                                                                 
Stock option expense
            163                                       163          
                                                                 
Recognition and Retention Plan expense
      236                                       236          
                                                                 
ESOP shares committed to
                                                               
be released (16,965 shares)
    -       (18 )     167       -       -       -       149          
                                                                 
                                                                 
BALANCE, June 30, 2010
  $ 126     $ 53,389     $ (3,290 )   $ (31,576 )   $ 36,642     $ 1,146     $ 56,437          
 
                           
 
   
Accumulated
             
         
Additional
   
Unearned
         
 
   
Other
   
Total
       
   
Common
   
Paid-In
   
ESOP
   
Treasury
   
Retained
   
Comprehensive
   
Stockholders'
   
Comprehensive
 
   
Stock
   
Capital
   
Shares
   
Stock
   
Earnings
   
Income (Loss)
   
Equity
   
Income (Loss)
 
   
(Dollars in Thousands except per share amounts)
 
BALANCE, OCTOBER 1, 2008
  $ 126     $ 54,925     $ (3,680 )   $ (19,481 )   $ 37,288     $ (691 )   $ 68,487        
                                                               
Cumulative adjustment related to
                                                       
the adoption of EITF 06-10,
                                    (256 )             (256 )      
net of tax
                                                             
                                                               
Cumulative adjustment related to
                                                       
the adoption of Reognition and Presentation,
                                                       
of other-than-temporary impairment, net
                                                       
of income tax benefit of $390.
                                  1,148       (758 )     390        
                                                               
Comprehensive income (loss):
                                                             
                                                               
Net loss
                                    (1,267 )             (1,267 )     (1,267 )
 
                                                               
Net unrealized holding loss on
                                                               
available for sale securities
                                                               
arising during the period, net
                                                             
of income tax benefit of $1,272
                                      (2,081 )     (2,081 )     (2,081 )
                                                                 
Reclassification adjustment for
                                                               
other than temporary impairment
                                                         
recognized in earnings
                                                               
net of tax of $1,039
                                            2,018       2,018       2,018  
 
                                                               
Comprehensive loss
                                                          $ (1,330 )
                                                                 
Treasury stock purchased (738,000 shares)
                      (9,171 )                     (9,171 )        
                                                                 
Cash dividends declared
                                                               
($.15 per share)
                                    (1,565 )             (1,565 )        
                                                                 
Excess tax benefit and stock compensation
      72                                       72          
                                                                 
Stock option expense
            105                                       105          
                                                                 
Recognition and Retention Plan expense
      121                                       121          
                                                                 
Acquisition of restricted stock plan shares
                                                         
(226,148 shares)
            (2,465 )                                     (2,465 )        
                                                                 
ESOP shares committed to
                                                               
be released (16,965 shares)
    -       17       167       -       -       -       184          
                                                                 
                                                                 
BALANCE, June 30, 2009
  $ 126     $ 52,775     $ (3,513 )   $ (28,652 )   $ 35,348     $ (1,512 )   $ 54,572          
                                                                 
                                                                 
See notes to unuadited consolidated financial statements
                                                 
 
 
4

 
 
PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA AND SUBSIDIARIES
 
UNAUDITED CONSOLIDATED STATEMENTS OF CASH FLOWS
 
   
Nine Months Ended June 30,
 
   
2010
   
2009
 
OPERATING ACTIVITIES:
 
(Dollars in Thousands)
 
Net income (loss)
  $ 2,807     $ (1,267 )
Adjustments to reconcile net income (loss) to net cash used in
               
operating activities:
               
Provision for loan losses
    495       1,173  
Depreciation
    268       245  
Net accretion of premiums/discounts
    (267 )     (1,127 )
Net accretion of deferred loan fees and costs
    (88 )     (90 )
Impairment charge on investment and mortgage-backed securities
    424       3,057  
Share-based compensation expense
    469       298  
Real estate owned writedown
    18       186  
Compensation related to ESOP
    148       184  
Income from bank owned life insurance
    (153 )     (156 )
Deferred income tax benefit
    (185 )     (693 )
Excess tax benefit related to stock compensation
    (70 )     (72 )
Changes in assets and liabilities which used cash:
               
Accrued interest receivable
    360       (165 )
Prepaid expenses and other assets
    (3,862 )     256  
Accrued interest payable
    (1,153 )     (371 )
Accounts payable and accrued expenses
    (544 )     (4,796 )
Net cash used in operating activities
    (1,333 )     (3,338 )
INVESTING ACTIVITIES:
               
Purchase of investment and mortgage-backed securities held to maturity
    (33,989 )     (91,992 )
Purchase of investment and mortgage-backed securities available for sale
    (18,886 )     (10,792 )
Loans originated or acquired
    (40,431 )     (51,453 )
Principal collected on loans
    40,858       38,582  
Principal payments received on investment and mortgage-backed securities:
               
Held-to-maturity
    64,044       89,079  
Available-for-sale
    10,542       6,807  
Acquisition of FHLB stock, net
    -       (925 )
Proceeds from sale of real estate owned
    2,100       -  
Purchases of equipment
    (251 )     (16 )
Net cash provided by (used in) investing activities
    23,987       (20,710 )
FINANCING ACTIVITIES:
               
Net increase in demand deposits, NOW accounts,
               
and savings accounts
    6,039       6,980  
Net increase in certificates of deposit
    23,976       48,407  
Net repayment of advances from Federal Home Loan Bank
    (6,033 )     (12,031 )
Increase in advances from borrowers for taxes and insurance
    623       571  
Excess tax benefit related to stock compensation
    70       72  
Acquisition of stock for Recognition and Retention Plan
    -       (2,465 )
Purchase of treasury stock
    (2,924 )     (9,171 )
Cash dividend paid
    (1,447 )     (1,595 )
Net cash provided by financing activities
    20,304       30,768  
                 
NET INCREASE IN CASH AND CASH EQUIVALENTS
    42,958       6,720  
                 
CASH AND CASH EQUIVALENTS—Beginning of period
    13,669       9,454  
                 
CASH AND CASH EQUIVALENTS—End of period
  $ 56,627     $ 16,174  
SUPPLEMENTAL DISCLOSURES OF CASH FLOW
               
INFORMATION:
               
Interest paid on deposits and advances from Federal
               
Home Loan Bank
  $ 8,271     $ 10,447  
                 
Income taxes paid
  $ 1,431     $ 1,779  
                 
SUPPLEMENTAL DISCLOSURES OF NONCASH ITEMS:
               
Real estate acquired in settlement of loans
  $ 1,692     $ 3,142  
                 
See notes to unaudited consolidated financial statements.
               
 
 
5

 
 
PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA AND SUBSIDIARIES
 
NOTES TO UNAUDITED CONSOLIDATED FINANCIAL STATEMENTS

1.
SIGNIFICANT ACCOUNTING POLICIES
   
 
Basis of presentation –The accompanying unaudited consolidated financial statements were prepared pursuant to the rules and regulations of the United States Securities and Exchange Commission (“SEC”) for interim information and therefore do not include all the information or footnotes necessary for a complete presentation of financial condition, results of operations, changes in equity and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”).  However, all normal recurring adjustments that, in the opinion of management, are necessary for a fair presentation of the financial statements have been included.  The results for the three and nine months ended June 30, 2010 are not necessarily indicative of the results that may be expected for the fiscal year ending September 30, 2010, or any other period. These financial statements should be read in conjunction with the audited consolidated financial statements of Prudential Bancorp, Inc. of Pennsylvania (the “Company”) and the accompanying notes thereto for the fiscal year ended September 30, 2009 included in the Company’s Annual Report on Form 10-K for the fiscal year ended September 30, 2009.
   
 
Use of Estimates in the Preparation of Financial StatementsThe preparation of financial statements in conformity with GAAP in the United States of America requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. The most significant estimates and assumptions in the Company’s consolidated financial statements are recorded in the allowance for loan losses, deferred income taxes, and the fair value measurement for investment securities available for sale. Actual results could differ from those estimates.
   
 
Dividend Payable – On June 16, 2010, the Company’s Board of Directors declared a quarterly cash dividend of $.05 on the common stock of the Company payable on July 30, 2010 to the shareholders of record at the close of business on July 16, 2010 which resulted in a payable of $502,000 at June 30, 2010.  A portion of the cash dividend was payable to Prudential Mutual Holding Company (the “MHC”) due to its ownership of shares of the Company’s common stock and totaled $371,000.
   
 
Employee Stock Ownership Plan – The Company maintains an employee stock ownership plan (“ESOP”) for substantially all of its full-time employees.  Using a loan from the Company, the ESOP purchased 452,295 shares of the Company’s common stock for an aggregate cost of approximately $4.5 million in fiscal 2005.  Shares of the Company’s common stock purchased by the ESOP are held in a suspense account until released for allocation to participants. Shares are allocated to each eligible participant based on the ratio of each such participant’s compensation, as defined in the ESOP, to the total compensation of all eligible plan participants for a given plan year. As the unearned shares are released from the suspense account as the loan is repaid, the Company recognizes compensation expense equal to the fair value of the ESOP shares during the periods in which they become committed to be released.  To the extent that the fair value of the ESOP shares released differs from the cost of such shares, the difference is charged or credited to equity as additional paid-in capital.  As of June 30, 2010, the Company had allocated a total of 107,445 shares from the suspense account to participants and committed to release an additional 11,310 shares.  In addition, at such date the total number of shares of Company common stock held by the ESOP was 450,200.  For the nine months ended June 30, 2010, the Company recognized $135,000 in compensation expense.
   
 
Share-Based Compensation – The Company accounts for stock-based compensation issued to employees, and, where appropriate, non-employees, based on fair value.  Under fair value provisions, stock-based compensation cost is measured at the grant date based on the fair value of the award and is recognized as expense over the appropriate vesting period using the straight-line method.  The amount of stock-based compensation recognized at any date must at least equal the portion of the grant date fair value of the award that is vested at that date and as a result it may be necessary to recognize the expense using a ratable method.  Determining the fair value of stock-based awards at the date of grant requires judgment, including estimating the expected term of the stock options and the expected volatility of the Company’s stock. In addition, judgment is required in estimating the amount of stock-based awards that are expected to be forfeited. If actual results differ significantly from these estimates or different key assumptions were used, it could have a material effect on the Company’s Consolidated Financial Statements.
 
 
6

 
 
 
Dividends with respect to non-vested share awards granted pursuant to the Company’s Recognition and Retention Plan (“Plan”) Trust (the “Trust”) are held by the Trust for the benefit of the recipients and are paid out proportionately by the Trust to the recipients of stock awards granted pursuant to the Plan as soon as practicable after the stock awards are earned.
   
 
Treasury Stock – Stock held in treasury by the Company is accounted for using the cost method, which treats stock held in treasury as a reduction to total stockholders’ equity.  During February 2010, the Company completed its seventh stock repurchase program.  Additionally, the Company repurchased an additional 271,000 shares during March 2010 in a separate transaction.  The average cost per share of the approximately 2.5 million shares which have been repurchased by the Company through June 30, 2010 was $12.47.  The repurchased shares are available for general corporate purposes.  In addition, the MHC completed its third stock purchase plan during February 2010 and in June 2010 announced the its fourth stock purchase program covering 50,000 shares.  As of June 30, 2010, the MHC had purchased a total of 505,564 shares at an average cost of $10.07 per share.
   
 
Comprehensive Income (Loss) —The Company presents in the unaudited consolidated statement of changes in stockholders’ equity and comprehensive income those amounts arising from transactions and other events which currently are excluded from the statements of operations and are recorded directly to stockholders’ equity.  For the nine months ended June 30, 2010 and 2009, the only components of comprehensive income were net income (loss), unrealized holding gains and losses, net of income tax expense and benefit, on available for sale securities and reclassifications related to realized loss due to other than temporary impairment, net of tax.
   
 
FHLB Stock – Federal Home Loan Bank (“FHLB”) stock is classified as a restricted equity security because ownership is restricted and there is not an established market for its resale.  FHLB stock is carried at cost and is evaluated for impairment when certain conditions warrant further consideration.  While the FHLB has recognized losses in recent periods, it is currently not probable that the Company will not realize its cost basis since the FHLB has maintained capital levels in excess of regulatory requirements.  Management concluded that no impairment existed as of June 30, 2010.
   
 
Recent Accounting Pronouncements – In December 2009, the Financial Accounting Standards Board (“FASB”) issued ASU 2009-16, Accounting for Transfer of Financial Assets.  ASU 2009-16 provides guidance to improve the relevance, representational faithfulness, and comparability of the information that an entity provides in its financial statements 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, if any, in transferred financial assets.  ASU 2009-16 is effective for annual periods beginning after November 15, 2009 and for interim periods within those fiscal years.  The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.
   
 
In September 2009, the FASB issued new guidance impacting Topic 820 “Fair Value Measurement and Disclosures”. This creates a practical expedient to measure the fair value of an alternative investment that does not have a readily determinable fair value. This guidance also requires certain additional disclosures. This guidance is effective for interim and annual periods ending after December 15, 2009. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operation.
   
 
In January 2010, the FASB issued ASU 2010-04, Accounting for Various Topics – Technical Corrections to SEC Paragraphs. ASU 2010-04 makes technical corrections to existing SEC guidance including the following topics: accounting for subsequent investments, termination of an interest rate swap, issuance of financial statements - subsequent events, use of residential method to value acquired assets other than goodwill, adjustments in assets and liabilities for holding gains and losses, and selections of discount rate used for measuring defined benefit obligation.  ASU 2010-04 became effective January 15, 2010.  The adoption of this guidance did not have a material impact on the Company’s financial position or results of operation.
 
 
7

 
 
 
In January 2010, the FASB issued ASU 2010-06, Fair Value Measurements and Disclosures (Topic 820): Improving Disclosures about Fair Value Measurements, that describes amendments that require some new disclosures and clarifies some existing disclosure requirements about fair value measurement as set forth in ASC Topic 820-10.  The FASB’s objective is to improve these disclosures and, thus, increase the transparency in financial reporting. The amendments are effective for interim and annual reporting periods beginning after December 15, 2009, except for the disclosures about purchases, sales, issuances, and settlements in the roll forward of activity in Level 3 fair value measurements.  Those disclosures are effective for fiscal years beginning after December 15, 2010, and for interim periods within those fiscal years.  Early adoption is permitted.  The adoption of this standard is not expected to have a material effect on the Company’s results of operations or financial position.
   
 
In February 2010, the FASB issued ASU 2010-08, Technical Corrections to Various Topics. ASU 2010-08 clarifies guidance on embedded derivatives and hedging. ASU 2010-08 is effective for interim and annual periods beginning after December 15, 2009. The adoption of this guidance did not have a material impact on the Company’s financial position or results of operation.
   
 
In March 2010, the FASB issued ASU 2010-11, Derivatives and Hedging.  ASU 2010-11 provides clarification and related additional examples to improve financial reporting by resolving potential ambiguity about the breadth of the embedded credit derivative scope exception in ASC 815-15-15-8.  ASU 2010-11 is effective at the beginning of the first fiscal quarter beginning after June 15, 2010. The adoption of this guidance is not expected to have a significant impact on the Company’s financial statements.
   
 
In April 2010, the FASB issued ASU 2010-13, Compensation – Stock Compensation (Topic 718):  Effect of Denominating the Exercise Price of a Share-Based Payment Award in the Currency of the Market in Which the Underlying Equity Security Trades.  ASU 2010-13 provides guidance on the classification of a share-based payment award as either equity or a liability.  A share-based payment that contains a condition that is not a market, performance, or service condition is required to be classified as a liability.  ASU 2010-13 is effective for fiscal years and interim periods within those fiscal years, beginning on or after December 15, 2010 and is not expected to have a significant impact on the Company’s financial statements.
   
 
In April 2010, the FASB issued ASU 2010-18, Receivables (Topic 310):  Effect of a Loan Modification When the Loan is a Part of a Pool That is Accounted for as a Single Asset – a consensus of the FASB Emerging Issues Task Force.  ASU 2010-18 clarifies the treatment for a modified loan that was acquired as part of a pool of assets.  Refinancing or restructuring the loan does not make it eligible for removal from the pool, the FASB said.  The amendment will be effective for loans that are part of an asset pool and are modified during financial reporting periods that end July 15, 2010 or later.   The Company is currently evaluating the impact the adoption of the standard will have on the Company’s financial position or results of operations.
   
 
In July 2010, FASB issued ASU No. 2010-20, Receivables (Topic 310): Disclosures about the Credit Quality of Financing Receivables and the Allowance for Credit Losses.  ASU 2010-20 is intended to provide additional information to assist financial statement users in assessing an entity’s credit risk exposures and evaluating the adequacy of its allowance for credit losses. The disclosures as of the end of a reporting period are effective for interim and annual reporting periods ending on or after December 15, 2010. The disclosures about activity that occurs during a reporting period are effective for interim and annual reporting periods beginning on or after December 15, 2010.  The amendments in ASU 2010-20 encourage, but do not require, comparative disclosures for earlier reporting periods that ended before initial adoption. However, an entity should provide comparative disclosures for those reporting periods ending after initial adoption.  The Company is currently evaluating the impact the adoption of this guidance will have on the Company’s financial position or results of operations.
 
 
8

 
 
2.
EARNINGS PER SHARE
   
 
Basic earnings per common share is computed  by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding, net of any treasury shares, during the period.  Diluted earnings per share is calculated by dividing net income available to common shareholders by the weighted average number of shares of common stock outstanding, net of any treasury shares, after consideration of the potential dilutive effect of common stock equivalents ("CSEs"), based upon the treasury stock method using an average market price for the period.
   
 
The calculated basic and diluted earnings per share are as follows:

   
Quarter Ended June 30,
 
   
2010
   
2009
 
   
Basic
   
Diluted
   
Basic
   
Diluted
 
   
(Dollars in Thousands Except Per Share Data)
 
                         
Net income (loss)
  $ 1,279     $ 1,279     $ (226 )   $ (226 )
                                 
Weighted average shares outstanding
    9,502,722       9,502,722       10,359,243       10,359,243  
Effect of common stock equivalents
    -       88,742       -       200,852  
Adjusted weighted average shares used in earnings
                               
per share computation
  $ 9,502,722     $ 9,591,464     $ 10,359,243     $ 10,560,095  
Income (loss) per share - basic and diluted
  $ 0.13     $ 0.13     $ (0.02 )   $ (0.02 )
       
       
   
Nine Months Ended June 30,
 
   
2010
   
2009
 
   
Basic
   
Diluted
   
Basic
   
Diluted
 
   
(Dollars in Thousands Except Per Share Data)
 
                         
Net income (loss)
  $ 2,807     $ 2,807     $ (1,267 )   $ (1,267 )
                                 
Weighted average shares outstanding
    9,648,737       9,648,737       10,531,671       10,531,671  
Effect of common stock equivalents
    -       127,041       -       24,568  
Adjusted weighted average shares used in earnings
                               
per share computation
  $ 9,648,737     $ 9,775,778     $ 10,531,671     $ 10,556,239  
Income (loss) per share - basic and diluted
  $ 0.29     $ 0.29     $ (0.12 )   $ (0.12 )
 
 
9

 
 
3.
INVESTMENT AND MORTGAGE-BACKED SECURITIES
   
 
The amortized cost and fair value of investment and mortgage-backed securities, with gross unrealized gains and losses, are as follows:
   
   
June 30, 2010
 
         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
   
Cost
   
Gains
   
Losses
   
Value
 
Securities held to maturity:
 
(Dollars in Thousands)
 
                         
U.S. Government agency obligations
  $ 101,245     $ 1,884     $ -     $ 103,129  
Municipal obligations
    475       1       -       476  
Mortgage-backed securities - U.S.
                               
Government agencies
    28,382       2,211       -       30,593  
                                 
Total securities held to maturity
  $ 130,102     $ 4,096     $ -     $ 134,198  
                                 
Securities available for sale:
                               
U.S. Government agency obligations
  $ 10,994     $ 218     $ -     $ 11,212  
Mortgage-backed securities - U.S.
                               
Government agencies
    51,567       3,059       (13 )     54,613  
Mortgage-backed securities - Non-agency
    8,585       140       (1,668 )     7,057  
                                 
Total debt securities
    71,146       3,417       (1,681 )     72,882  
                                 
FHLMC preferred stock
    11       -       -       11  
                                 
Total securities available for sale
  $ 71,157     $ 3,417     $ (1,681 )   $ 72,893  
 
   
September 30, 2009
 
         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
   
Cost
   
Gains
   
Losses
   
Value
 
   
(Dollars in Thousands)
 
Securities Held to Maturity:
                       
U.S. Government agency obligations
  $ 123,923     $ 881     $ (645 )   $ 124,159  
Municipal obligations
    1,970       6       -       1,976  
Mortgage-backed securities - U.S.
                               
Government agencies
    34,233       1,600       -       35,833  
                                 
Total securities held to maturity
  $ 160,126     $ 2,487     $ (645 )   $ 161,968  
                                 
Securities Available for Sale:
                               
U.S. Government agency obligations
  $ 2,000     $ -     $ (18 )   $ 1,982  
Mortgage-backed securities - U.S.
                               
Government agencies
    50,659       2,009       (57 )     52,611  
Mortgage-backed securities - Non-agency
    10,325       6       (2,564 )     7,767  
Total debt securities
    62,984       2,015       (2,639 )     62,360  
                                 
  FHLMC preferred stock
    16       31       -       47  
                                 
Total securities available for sale
  $ 63,000     $ 2,046     $ (2,639 )   $ 62,407  
 
 
10

 
 
 
The following table shows the gross unrealized losses and related fair values of the Company’s investment securities, aggregated by investment category and length of time that individual securities had been in a continuous loss position at June 30, 2010:
 
   
Less than 12 months
   
More than 12 months
   
Total
 
   
Gross
         
Gross
         
Gross
       
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
 
   
Losses
   
Value
   
Losses
   
Value
   
Losses
   
Value
 
   
(Dollars in Thousands)
 
Securities Available for Sale:
                                   
Mortgage-backed securities - U.S.
                                   
Government agencies
  $ (13 )   $ 1,924     $ -     $ -     $ (13 )   $ 1,924  
Mortgage-backed securities - Non-agency
    (33 )     204       (1,635 )     4,480       (1,668 )     4,684  
                                                 
Total securities available for sale
    (46 )     2,128       (1,635 )     4,480       (1,681 )     6,608  
 
 
All equity securities, U.S. Government agency obligations, municipal bonds and mortgage-backed securities held to maturity were in an unrealized gain position as of June 30, 2010.
   
 
The following table shows the gross unrealized losses and related fair values of the Company’s investment securities, aggregated by investment category and length of time that individual securities had been in a continuous loss position at September 30, 2009:
 
   
Less than 12 months
   
More than 12 months
   
Total
 
   
Gross
         
Gross
         
Gross
       
   
Unrealized
   
Fair
   
Unrealized
   
Fair
   
Unrealized
   
Fair
 
   
Losses
   
Value
   
Losses
   
Value
   
Losses
   
Value
 
   
(Dollars in Thousands)
 
Securities Held to Maturity:
                                   
U.S. Government and agency obligations
  $ (643 )   $ 52,854     $ (2 )   $ 1,993     $ (645 )   $ 54,847  
                                                 
Total securities held to maturity
    (643 )     52,854       (2 )     1,993       (645 )     54,847  
                                                 
Securities Available for Sale:
                                               
U.S. Government and agency obligations
    -       -       (18 )     1,982       (18 )     1,982  
Mortgage-backed securities - U.S.
                                               
Government agencies
    (48 )     2,886       (9 )     400       (57 )     3,286  
Mortgage-backed securities - Non-agency
    (1,310 )     2,757       (1,254 )     4,381       (2,564 )     7,138  
                                                 
Total securities available for sale
    (1,358 )     5,643       (1,281 )     6,763       (2,639 )     12,406  
                                                 
Total
  $ (2,001 )   $ 58,497     $ (1,283 )   $ 8,756     $ (3,284 )   $ 67,253  
 
 
All equity securities, municipal bonds and mortgage-backed securities held to maturity were in an unrealized gain position as of September 30, 2009.
   
 
Management has reviewed its investment securities and determined that for the nine months ended June 30, 2010 unrealized losses of $424,000 on a pre-tax basis for certain  securities in the non-agency mortgage-backed portfolio classified as available for sale were deemed other than temporary.  
   
 
Management evaluates securities for other-than-temporary impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market concerns warrant such evaluation.  The Company determines whether the unrealized losses are temporary.  The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing performance of the securities.  Management also evaluates other facts and circumstances that may be indicative of an OTTI condition. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost, and near-term prospects of the issuer.
 
 
11

 
 
 
The Company assesses whether the credit loss existed by considering whether (1) the Company has the intent to sell the security, (2) it is more likely than not that it will be required to sell the security before recovery, or (3) it does not expect to recover the entire amortized cost basis of the security. The Company bifurcates the OTTI impact on impaired securities where impairment in value was deemed to be other than temporary between the component representing credit loss and the component representing loss related to other factors. The portion of the fair value decline attributable to credit loss must be recognized through a charge to earnings. The credit component is determined by comparing the present value of the cash flows expected to be collected, discounted at the rate in effect before recognizing any OTTI with the amortized cost basis of the debt security.  The Company uses the cash flow expected to be realized from the security, which includes assumptions about interest rates, timing and severity of defaults, estimates of potential recoveries, the cash flow distribution from the bond indenture and other factors, then applies a discount rate equal to the effective yield of the security.  The difference between the present value of the expected cash flows and the amortized book value is considered a credit loss.  The fair market value of the security is determined using the same expected cash flows; the discount rate is a rate the Company determines from the open market and other sources as appropriate for the security.  The difference between the fair market value and the security’s remaining amortized cost is recognized in other comprehensive income.  
   
 
The following is a rollforward for the nine months ended June 30, 2010 of the amounts recognized in earnings related to credit losses on securities which the Company has recorded OTTI charges through earnings and other comprehensive income.
 
   
(Dollars in thousands)
 
Credit component of OTTI as of October 1, 2009
  $ 2,859  
         
Additions for credit-related OTTI charges on previously unimpaired securities
    7  
         
Reduction for securities liquidated
    (106 )
         
Additional increases as a result of impairment charges recognized on investments for which an OTTI charge was previously recognized
    417  
         
Credit component of OTTI as of June 30, 2010
  $ 3,177  
 
 
United States Treasury and Government Sponsored Enterprise and Agency Notes - The Company’s investments in the preceding table in United States Government sponsored enterprise notes consist of debt obligations of the Federal Home Loan Bank (“FHLB”), Federal Home Loan Mortgage Corporation (“FHLMC”), Federal National Mortgage Association (“FNMA”), and Federal Farm Credit System (“FFCS”).  FHLB debt securities are rated by both Moody's and Standard & Poor's. All long-term debt issued by the FHLB banks is rated Aaa by Moody's and AAA by Standard and Poor's. All short-term debt is rated “Prime-1” by Moody's and A-1+ by Standard & Poor's.  FNMA and FHLMC  senior debt securities are also currently rated  "Aaa" by Moody’s , short-term debt is rated "Prime-1", subordinated debt  is rated "Aa2" and preferred stock ratings are currently "Aa3"  with "Stable" outlooks. Farm Credit Designated Bonds are high credit quality, liquid and callable securities.  None of U.S. treasury and government agency obligations were in an unrealized loss position as of June 30, 2010.
   
 
State and Municipal Obligations The municipal bonds consist of obligations of entities located in Pennsylvania.  None of the municipal bonds were in an unrealized loss position as of June 30, 2010.
 
 
12

 
 
 
US Agency Issued Mortgage-Backed SecuritiesAt June 30, 2010, the gross unrealized loss in U.S. agency issued mortgage-backed securities in the category of less than 12 months was $13,000 or 0.03% from the Company’s amortized cost basis and consisted of two securities.  There were no gross unrealized losses in the category of more than 12 months.  These securities represent asset-backed issues that are issued or guaranteed by a U.S. Government sponsored agency or carry the full faith and credit of the United States through a government agency and are currently rated AAA by at least one bond credit rating agency. In September 2008, the U.S. Department of the Treasury announced the establishment of the Government-Sponsored Enterprise Credit Facility to ensure credit availability to FNMA and FHLMC. The Treasury also entered into senior preferred stock purchase agreements, which ensure that each entity maintains a positive net worth and effectively support the holders of debt and mortgage-backed securities (“MBS”) issued or guaranteed by FNMA and FHLMC. The Agreements enhance market stability by providing additional security to debt holders, senior and subordinated, thereby alleviating the concern of the credit driven impairment of the securities.  The unrealized loss on these debt securities relates principally to the changes in market interest rates and a lack of liquidity currently in the financial markets and are not as a result of projected shortfall in cash flows.  In addition, the Company does not intend to sell the securities and it is more likely than not that the Company will not be required to sell the securities.  As such, the Company expects to recover the entire amortized cost basis of the securities.  As a result, the Company does not consider these investments to be other-than-temporarily impaired at June 30, 2010.
   
 
Non-Agency Issued Mortgage-Backed Securities and Collateralized Mortgage Obligations - This portfolio was acquired through the redemption-in-kind of a mutual fund during 2008 and includes 70 collateralized mortgage obligations (“CMO”) and MBS securities issued by large commercial financial institutions. For the nine months ended June 30, 2010 management recognized an OTTI charge related to a portion of the portfolio securities in the amount of $467,000 on a pre-tax basis due to the fact that, in management’s judgment, the credit quality of the collateral pool underlying such securities had deteriorated during recent periods to the point that full recovery of the entire amortized cost of the investment was considered to be uncertain. This portfolio consists primarily of securities with underlying collateral of Alt-A loans and those collateralized by home equity lines of credit and other receivables as well as whole loans with more significant exposure to the declining markets accountable for the balance of the OTTI charges.  For the overall portfolio of the securities, there was exposure to the declining real estate markets such as California, Nevada, Arizona and Florida and consequently, an additional OTTI charge was deemed to be warranted as of June 30, 2010. Of the recorded charge, a total of $424,000 was concluded to be credit related and recognized currently in earnings and $43,000 was concluded to be attributable to other factors and recognized in other accumulated comprehensive income.
   
 
As of June 30, 2010, with the exception of securities discussed above, there are no securities for which the Company currently believes it is not probable that it will collect all amounts due according to the contractual terms of the investment. Management concluded that an other-than-temporary impairment did not exist and the decline in value was attributed to the illiquidity in the financial markets.  With respect to the $1.7 million in gross unrealized losses related to this portfolio, 41 securities had been in a loss position for longer than 12 months while six securities had been in a loss position for less than 12 months.  However, the Company does not intend to sell these securities and it is more likely than not that the Company will not be required to sell these securities.
   
 
The amortized cost and fair value of debt securities, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 
13

 
 
   
June 30, 2010
 
   
Held to Maturity
   
Available for Sale
 
                         
   
Amortized
   
Fair
   
Amortized
   
Fair
 
   
Cost
   
Value
   
Cost
   
Value
 
   
(Dollars in thousands)
 
Due within one year
  $ -     $ -     $ -     $ -  
Due after one through five years
    475       476       -       -  
Due after five through ten years
    25,260       26,034       6,996       7,165  
Due after ten years
    75,985       77,095       3,998       4,047  
                                 
Total
  $ 101,720     $ 103,605     $ 10,994     $ 11,212  
 
 
The maturity table above excludes mortgage-backed securities because the contractual maturities are not indicative of actual maturities due to significant prepayments.
   
4.
LOANS RECEIVABLE
   
 
Loans receivable consist of the following:
 
   
June 30,
   
September 30,
 
   
2010
   
2009
 
   
(Dollars in Thousands)
 
One-to-four family residential
  $ 197,763     $ 201,396  
Multi-family residential
    4,046       4,178  
Commercial real estate
    19,531       19,907  
Construction and land development
    41,662       36,764  
Commercial business
    715       2,232  
Consumer
    600       586  
                 
Total loans
    264,317       265,063  
                 
Undisbursed portion of loans-in-process
    (8,212 )     (6,281 )
Deferred loan costs, net
    599       644  
Allowance for loan losses
    (2,536 )     (2,732 )
                 
Net loans
  $ 254,168     $ 256,694  
 
 
The following schedule summarizes the changes in the allowance for loan losses:
 
   
Nine Months Ended June 30,
 
   
2010
   
2009
 
   
(Dollars in Thousands)
 
             
Balance, beginning of period
  $ 2,732     $ 1,591  
Provision for loan losses
    495       1,173  
Charge-offs
    (691 )     (262 )
Recoveries
    -       -  
                 
Balance, end of period
  $ 2,536     $ 2,502  
 
 
14

 

 
The Company established a provision for loan losses of $110,000 for the quarter ended June 30, 2010 and $495,000 for the nine month period ended June 30, 2010 as compared to $810,000 and $1.2 million for the comparable periods in 2009.  The allowance for loan losses totaled $2.5 million, or 1.0% of total loans and 98.5% of non-performing loans at June 30, 2010.
   
 
At June 30, 2010, the Company’s non-performing assets totaled $5.8 million or 1.1% of total assets as compared to $5.6 million or 1.1% of total assets at September 30, 2009.  Non-performing assets consisted of four commercial real estate loans totaling $1.0 million, 12 one-to four-family residential mortgage loans totaling $1.3 million, one construction loan totaling $206,000 and six real estate owned properties totaling $3.2 million.  The largest real estate owned property consists of a single-family residence and an adjacent lot with a book value of $1.2 million.  This property is actively being marketed for sale.  Four of the real estate owned properties totaling $1.7 million consist of four townhouses in the same development project.  These properties are being rented at this time at sufficient levels to cover the Company’s cost of operating the properties.  The Company anticipates to be marketing the houses for sale when market conditions improve.
   
 
An impaired loan generally is one for which it is probable, based on current information, that the lender will not collect all the amounts due under the contractual terms of the loan.  Large groups of smaller balance, homogeneous loans are collectively evaluated for impairment.  Loans collectively evaluated for impairment include smaller balance commercial real estate loans, residential real estate loans and consumer loans.  These loans are evaluated as a group because they have similar characteristics and performance experience.  Larger commercial real estate, construction and commercial business loans are individually evaluated for impairment.
   
 
As of June 30, 2010 and September 30, 2009, the recorded investment in loans that are considered to be impaired was as follows:
 
   
June 30,
   
September 30,
 
   
2010
   
2009
 
   
(Dollars in thousands)
 
Impaired loans with related allowance
  $ 1,024     $ 1,661  
Impaired loans without related allowance
  $ -     $ -  
Related allowance for loan losses
  $ 286     $ 873  
 
 
 
 
Other data for impaired loans as of June 30, 2010 and 2009 is as follow:
 
   
For the Nine Months Ended June 30,
 
   
2010
   
2009
 
   
(Dollars in thousands)
 
Average impaired loans
  $ 1,235     $ 3,678  
Interest income recognized on impaired loans
  $ 22     $ 54  
 
 
15

 
 
5.
DEPOSITS
   
 
Deposits consist of the following major classifications:
 
   
June 30,
   
September 30,
 
   
2010
   
2009
 
                         
   
Amount
   
Percent
   
Amount
   
Percent
 
   
(Dollars in Thousands)
 
Money market deposit accounts
  $ 76,419       16.5 %   $ 75,349       17.4 %
NOW accounts
    31,359       6.8       29,869       6.9  
Passbook, club and statement savings
    70,447       15.2       66,968       15.5  
Certificates maturing in six months or less
    74,988       16.2       120,636       27.9  
Certificates maturing in more than six months
    209,176       45.3       139,552       32.3  
                                 
Total
  $ 462,389       100.0 %   $ 432,374       100.0 %
 
 
Certificates of $100,000 and over totaled $108.5 million as of June 30, 2010 and $91.9 million as of September 30, 2009.
   
6.
INCOME TAXES
   
 
Items that gave rise to significant portions of deferred income taxes are as follows:
 
   
June 30,
   
September 30,
 
   
2010
   
2009
 
Deferred tax assets:
 
(Dollars in thousands)
 
Unrealized loss on available for sale securities
  $ -     $ 201  
Deposit premium
    131       167  
Allowance for loan losses
    910       974  
Real estate owned expenses
    274       469  
Nonaccrual interest
    -       15  
Accrued vacation
    54       44  
Capital loss carryforward
    1,873       1,873  
Impairment loss
    1,507       1,363  
Split dollar life insurance
    80       84  
Post-retirement benefits
    150       154  
Employee benefit plans
    252       246  
                 
Total deferred tax assets
    5,231       5,590  
Valuation allowance
    (2,220 )     (2,551 )
Total deferred tax assets, net of valuation allowance
    3,011       3,039  
                 
Deferred tax liabilities:
               
Unrealized gain on available for sale securities
    591       -  
Property
    478       480  
Mortgage servicing rights
    2       4  
Deferred loan fees
    204       212  
                 
Total deferred tax liabilities
    1,275       696  
                 
Net deferred tax asset
  $ 1,736     $ 2,343  
 
 
16

 
 
 
The Company establishes a valuation allowance for deferred tax assets when management believes that the deferred tax assets are not likely to be realized either through a carry back to taxable income in prior years, future reversals of existing taxable temporary differences, and, to a lesser extent, future taxable income.  The tax deduction generated by the redemption in kind of the shares of the mutual fund and the subsequent impairment charge on the assets acquired through the redemption in kind are considered a capital loss and can only be utilized to the extent of capital gains over a five year period, resulting in the establishment of a valuation allowance for the carryforward period which expires beginning in 2013.  The valuation allowance totaled $2.2 million at June 30, 2010.  The gross deferred asset related to impairment losses decreased by $144,000 during the nine months ended June 30, 2010 while the corresponding valuation allowance decreased by $331,000, resulting in an additional income tax benefit of $475,000 corresponding to the increase in value of available for sale mortgage-backed securities which may be sold in the future to generate capital gains.
   
 
There is currently no liability for uncertain tax positions and no known unrecognized tax benefits. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the Unaudited Consolidated Statement of Operations.  During 2009, the Internal Revenue Service concluded an audit of the Company’s tax returns for the year ended September 30, 2007 in which there was no change necessary to the Company’s tax liability.  The Company’s federal and state income tax returns for taxable years through September 30, 2006 have been closed for purposes of examination by the Internal Revenue Service and the Pennsylvania Department of Revenue.
   
7.
STOCK COMPENSATION PLANS
   
 
The Company maintains a Recognition and Retention Plan (“RRP”) which is administered by a committee of the Board of Directors.  The RRP provides for the grant of shares of common stock of the Company to certain officers, employees and directors of the Company.  In order to fund the grant of shares under the RRP, the RRP Trust purchased 226,148 shares of the Company’s common stock in the open market at a cost of approximately $2.5 million, at an average price per share of $10.85.  The Company made sufficient contributions to the RRP Trust to fund these purchases.  No additional purchases are expected to be made by the RRP Trust under this plan.  Grants covering 178,882 shares have been awarded as part of the RRP; the remaining shares in the RRP Trust will be available for future awards.  Shares subject to awards under the RRP will generally vest at the rate of 20% per year over five years.  As of June 30, 2010, awards covering 34,646 shares were vested and no awards had been forfeited.
   
 
Compensation expense related to the shares subject to awards granted is recognized ratably over the five-year vesting period in an amount which totals the fair market value as of the grant date.  During the three months and nine months ended June 30, 2010, $97,000 and $290,000, respectively, was recognized in compensation expense for the RRP.  Tax benefits of $33,000 and $54,000, respectively, were recognized during the three and nine months ended June 30, 2010.  During the three and nine months ended June 30, 2009, approximately $97,000 and $184,000, respectively, was recognized in compensation expense for the RRP.  Tax benefits of $33,000 and $63,000, respectively, were recognized during the three and nine months ended June 30, 2009.  At June 30, 2010, approximately $1.4 million in additional compensation expense for the shares awarded to date under the terms of the RRP remained unrecognized which is expected to be recognized over approximately the next 3.5 years.
 
 
17

 
 
 
A summary of the Company’s non-vested stock award activity for the six months ended June 30, 2010 is presented in the following table:
 
   
Nine Months Ended
June 30, 2010
 
   
Number of
Shares
   
Weighted Average
Grant Date Fair
Value
 
             
Nonvested stock awards at beginning of fiscal year
    173,228     $ 11.17  
Issued
    5,654       9.53  
Vested
    (34,646 )     11.17  
Nonvested stock awards at the end of the period
    144,236     $ 11.11  

 
The Company also maintains a Stock Option Plan.  The Stock Option Plan authorizes the grant of stock options to officers, employees and directors of the Company to acquire shares of common stock with an exercise price at least equal to the market value of the common stock on the grant date.  Options will generally become vested and exercisable at the rate of 20% per year over five years and are generally exercisable for a period of ten years after the grant date.   A total of 565,369 shares of common stock are available for future issuance pursuant to the Stock Option Plan.  As of June30, 2010, 315,194 incentive stock options and 127,206 non-qualified stock options have been awarded under the plan.  As of June 30, 2010, options covering 85,653 shares were vested and exercisable, while none had been forfeited.  
   
 
A summary of the status of the Company’ stock options under the Stock Option Plan as of June 30, 2010 and changes during the nine month period ended June 30, 2010 are presented below:
 
   
Nine Months Ended
June 30, 2010
 
   
Number of
Shares
   
Weighted Average
Exercise Price
 
             
Outstanding at beginning of fiscal year
    428,266     $ 11.17  
Granted
    14,134       9.53  
Exercised
    -       -  
Forfeited
    -       -  
Outstanding at the end of the period
    442,400     $ 11.12  
Exercisable at the end of the period
    85,653     $ 11.17  
 
 
The weighted average remaining contractual term was approximately 8.5 years for options outstanding as of June 30, 2010.  
   
 
The estimated fair value of options granted during fiscal 2010 was $2.76 per share.  The fair value was estimated on the date of grant in accordance with FASB ASC Topic 718 using the Black-Scholes pricing model with the following weighted average assumptions used:
 
 
June 30, 2010
Dividend yield
2.10%
Expected volatility
28.95%
Risk-free interest rate
3.10%
Expected life of options
6.5 years
 
 
18

 
 
 
Compensation expense related to the Stock Option Plan is recognized ratably over the five-year vesting period in an amount which totals the fair value at the date of grant.  During the three months and nine months ended June 30, 2010, $61,000 and $181,000, respectively, was recognized in compensation expense.  A tax benefit of $6,000 and $17,000, respectively, was recognized during the three and nine months ended June 30, 2010.  During the three and nine months ended June 30, 2009, $59,000 and $115,000, respectively, was recognized in compensation expense for the Stock Option Plan.  Tax benefits of $5,000 and $10,000, respectively, were recognized during the three and nine months ended June 30, 2009.  At June 30, 2010, approximately $863,000 in additional compensation expense for options granted to date pursuant to the terms of the Stock Option Plan remained unrecognized.  The weighted average period over which this expense will be recognized is approximately 3.5 years.
   
8.
COMMITMENTS AND CONTINGENT LIABILITIES
   
 
At June 30, 2010, the Company had $7.3 million in outstanding commitments to originate fixed and variable-rate loans with market interest rates ranging from 5.00% to 7.00%.  At September 30, 2009, the Company had $11.0 million in outstanding commitments to originate fixed and variable-rate loans with market interest rates ranging from 5.00% to 6.50%.
   
 
The aggregate undisbursed portion of loans-in-process amounted to $8.2 million and $6.3 million, at June 30, 2010 and September 30, 2009, respectively.
   
 
The Company also had commitments under unused lines of credit of $7.3 million and $7.7 million at June 30, 2010 and September 30, 2009, respectively, and letters of credit outstanding of $676,000 and $621,000 at June 30, 2010 and September 30, 2009, respectively.
   
 
Among the Company’s contingent liabilities are exposures to limited recourse arrangements with respect to the Company’s sales of whole loans and participation interests. At June 30, 2010, the exposure, which represents a portion of credit risk associated with the interests sold, amounted to $64,000. This exposure is for the life of the related loans and payables, on our proportionate share, as actual losses are incurred.
   
 
The Company is involved in various legal proceedings occurring in the ordinary course of business. Management of the Company, based on discussions with litigation counsel, believes that such proceedings will not have a material adverse effect on the financial condition, operations or cash flows of the Company. There can be no assurance that any of the outstanding legal proceedings to which the Company is a party will not be decided adversely to the Company's interests and have a material adverse effect on the financial condition and operations of the Company.
   
9.
FAIR VALUE OF FINANCIAL INSTRUMENTS
   
 
The fair value amounts have been determined by the Company using available market information and appropriate valuation methodologies. However, considerable judgment is necessarily required to interpret market data to develop the estimates of fair value.
 
 
19

 
 
 
Accordingly, the estimates presented herein are not necessarily indicative of the amounts the Company could realize in a current market exchange. The use of different market assumptions and/or estimation methodologies may have a material effect on the estimated fair value amounts.
 
   
June 30,
   
September 30,
 
   
2010
   
2009
 
                         
   
Carrying
   
Fair
   
Carrying
   
Fair
 
   
Amount
   
Value
   
Amount
   
Value
 
   
(Dollars in thousands)
 
Assets:
                       
Cash and cash equivalents
  $ 56,627     $ 56,627     $ 13,669     $ 13,669  
Investment and mortgage-backed
                               
securities held to maturity
    130,102       134,198       160,126       161,968  
Investment securities and mortgage-
                               
backed securities available for sale
    72,893       72,893       62,407       62,407  
Loans receivable, net
    254,168       261,458       256,694       262,000  
Accrued interest receivable:
                               
Loans receivable
    1,428       1,428       1,419       1,419  
Mortgage-backed securities
    351       351       390       390  
Investment securities
    1,166       1,166       1,496       1,496  
Federal Home Loan Bank stock
    3,545       3,545       3,545       3,545  
                                 
Liabilities:
                               
NOW accounts
    31,359       31,359       29,869       29,869  
Money market deposit accounts
    76,419       76,419       75,349       75,349  
Passbook, club and statement
                               
savings accounts
    70,447       70,447       66,968       66,968  
Certificates of deposit
    284,164       290,190       260,188       266,192  
Advances from Federal Home
                               
Loan Bank
    13,626       13,757       19,659       20,294  
Accrued interest payable
    2,310       2,310       3,463       3,463  
 
 
Cash and Cash Equivalents—For cash and cash equivalents, the carrying amount is a reasonable estimate of fair value.
   
 
Investments and Mortgage-Backed SecuritiesThe fair value of investment securities and mortgage-backed securities is based on quoted market prices, dealer quotes, and prices obtained from independent pricing services that may be derivable from observable and unobservable market inputs.
   
 
Loans ReceivableThe fair value of loans is estimated based on present value using the current rates at which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities.
   
 
Accrued Interest Receivable – For accrued interest receivable, the carrying amount is a reasonable estimate of fair value.
   
 
Federal Home Loan Bank (FHLB) StockAlthough FHLB stock is an equity interest in an FHLB, it is carried at cost because it does not have a readily determinable fair value as its ownership is restricted and it lacks a market. The estimated fair value approximates the carrying amount.
   
 
NOW Accounts, Money Market Deposit Accounts, Passbook Accounts, Club Accounts, Statement Savings Accounts, and Certificates of DepositThe fair value of passbook accounts, club accounts, statement savings accounts, NOW accounts, and money market deposit accounts is the amount reported in the financial statements. The fair value of certificates of deposit is based on a present value estimate using rates currently offered for deposits of similar remaining maturity.
   
 
Advances from Federal Home Loan BankThe fair value of advances from FHLB is the amount payable on demand at the reporting date.
 
 
20

 
 
 
Accrued Interest Payable – For accrued interest payable, the carrying amount is a reasonable estimate of fair value.
   
 
Commitments to Extend Credit and Letters of CreditThe majority of the Bank’s commitments to extend credit and letters of credit carry current market interest rates if converted to loans. Because commitments to extend credit and letters of credit are generally unassignable by either the Bank or the borrower, they only have value to the Bank and the borrower. The estimated fair value approximates the recorded deferred fee amounts, which are not significant.
   
10.
FAIR VALUE MEASUREMENT
   
 
The fair value estimates presented herein are based on pertinent information available to management as of June 30, 2010 and September 30, 2009, respectively. Although management is not aware of any factors that would significantly affect the fair value amounts, such amounts have not been comprehensively revalued for purposes of these financial statements since that date and, therefore, current estimates of fair value may differ significantly from the amounts presented herein.
   
 
FASB ASC Topic 820 establishes a fair value hierarchy which requires an entity to maximize the use of observable inputs and minimizes the use of unobservable inputs when measuring fair value.  The standard describes three levels of inputs that may be used to measure fair value.
   
 
The three broad levels defined by FASB ASC Topic 820 hierarchy are as follows:
 
 
Level 1
Quoted prices in active markets for identical assets or liabilities.
 
Level 2
Observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.
 
Level 3
Unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation. 
   
 
Those assets which will continue to be measured at fair value on a recurring basis as of June 30, 2010 are as follows:
   
   
Category Used for Fair Value Measurement
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(Dollars in Thousands)
 
                         
Assets:
                       
Securities available for sale:
                       
U.S. Government agency obligations
  $ -     $ 11,212     $ -     $ 11,212  
Mortgage-backed securities - U.S. Government agencies
    -       54,613       -     $ 54,613  
Mortgage-backed securities - Non-agency
    -       6,982       75       7,057  
FNMA and FHLMC preferred stock
    11       -       -       11  
Total
  $ 11     $ 72,807     $ 75     $ 72,893  
 
 
21

 
 
 
Those assets which continued to be measured at fair value on a recurring basis as of September 30, 2009 were as follows:
 
   
Category Used for Fair Value Measurement
 
   
Level 1
   
Level 2
   
Level 3
   
Total
 
   
(Dollars in Thousands)
 
                         
Assets:
                       
Securities available for sale:
                       
U.S. Government agency obligations
  $ -     $ 1,982     $ -     $ 1,982  
Mortgage-backed securities - U.S. Government agencies
    -       52,611       -     $ 52,611  
Mortgage-backed securities - Non-agency
    -       7,685       82       7,767  
FNMA and FHLMC preferred stock
    47       -       -       47  
Total
  $ 47     $ 62,278     $ 82     $ 62,407  
 
 
As a result of general market conditions and the illiquidity in the market for certain non-agency mortgage-backed securities, management deemed it necessary to classify certain securities as Level 3 assets.  These securities were priced by a third party specialist utilizing recent prices for similar securities as inputs in the standard discounted cash flow model, adjusted for assumptions unobservable in the market.
   
 
The following provides details of the fair value measurement activity for Level 3 assets during the three months ended June 30, 2010:
 
   
Measurements Using Significant
Unobservable Inputs
(Level 3)
 
   
Non-agency mortgage-
backed securities
 
   
(Dollars in Thousands)
 
       
Balance, April 1, 2010:
  $ 77  
Total (losses) gains, realized/unrealized:
       
Included in earnings
    (5 )
Included in accumulated other comprehensive loss
    9  
Purchases, maturities, prepayments and calls, net
    (6 )
Transfers from Level 3, net
    -  
Balance, June 30, 2010:
  $ 75  
 
 
22

 
 
 
The following provides details of the fair value measurement activity for Level 3 assets during the nine months ended June 30, 2010:
 
   
Measurements Using Significant
Unobservable Inputs
(Level 3)
 
   
Non-agency mortgage-
backed securities
 
   
(Dollars in Thousands)
 
       
Balance, October 1, 2009:
  $ 82  
Total (losses) gains, realized/unrealized:
       
Included in earnings
    (11 )
Included in accumulated other comprehensive loss
    25  
Purchases, maturities, prepayments and calls, net
    (21 )
Transfers from Level 3, net
    -  
Balance, June 30, 2010:
  $ 75  
 
 
Certain assets are measured at fair value on a nonrecurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment).  The Company measures impaired loans and loans or properties securing loans transferred into real estate owned at fair value on a non-recurring basis.
   
 
Impaired Loans
   
 
The Company considers loans to be impaired when it becomes probable that the Company will be unable to collect all amounts due in accordance with the contractual terms of the loan agreement. Under ASC 310-10-35 Receivables-Subsequent Measurement, collateral dependent impaired loans are based on the fair value of the collateral which is based on appraisals.  In some cases, adjustments are made to the appraised values for various factors including age of the appraisal, age of the comparables included in the appraisal, and known changes in the market and in the collateral  These adjustments are based upon unobservable inputs, and therefore, the fair value measurement has been categorized as a Level 2 measurement. Specific reserves were calculated for impaired loans with carrying amounts totaling $1.0 million at June 30, 2010. The collateral underlying these loans had a fair value of $738,000, resulting in specific reserves in the allowance for loan losses of $286,000.  
   
 
Transfer of Impaired Loans into Real Estate Owned
   
 
Once an asset is determined to be uncollectible, the underlying collateral is repossessed and reclassified to foreclosed real estate and repossessed assets. These assets are carried at lower of cost or fair value of the collateral, less cost to sell. In some cases, adjustments are made to the appraised values for various factors including age of the appraisal, age of the comparables included in the appraisal, and known changes in the market and in the collateral.  These adjustments are based upon unobservable inputs, and therefore, the fair value measurement has been categorized as a Level 2 measurement.
   
 
Summary of Non-Recurring Fair Value Measurements

   
At June 30, 2010
       
   
(Dollars in Thousands)
       
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Impaired loans
  $ -     $ 738     $ -     $ 738  
Real estate owned
    -       3,197       -     $ 3,197  
Total
  $ -     $ 3,935     $ -     $ 3,935  
 
 
23

 

 
 
At September 30, 2009
       
 
 
(Dollars in Thousands)
       
   
Level 1
   
Level 2
   
Level 3
   
Total
 
Impaired loans
  $ -     $ 788     $ -     $ 788  
Real estate owned
    -       3,622       -     $ 3,622  
Total
  $ -     $ 4,410     $ -     $ 4,410  

ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 
The following discussion should be read in conjunction with our unaudited consolidated financial statements included elsewhere in this Form 10-Q and with our Annual Report on Form 10-K for the year ended September 30, 2009.

Overview. Prudential Bancorp, Inc. of Pennsylvania (the “Company”) was formed by Prudential Savings Bank (the “Bank”) in connection with the Bank’s reorganization into the mutual holding company form of organization.  The Company’s results of operations are primarily dependent on the results of the Bank, which is a wholly owned subsidiary of the Company. The Company’s results of operations depend to a large extent on net interest income, which primarily is the difference between the income earned on its loan and securities portfolios and the cost of funds, which is the interest paid on deposits and borrowings.  Results of operations are also affected by our provisions for loan losses, non-interest income (which includes impairment charges) and non-interest expense. Non-interest expense principally consists of salaries and employee benefits, office occupancy, depreciation, data processing expense, payroll taxes and other expense. Our results of operations are also significantly affected by general economic and competitive conditions, particularly changes in interest rates, government policies and actions of regulatory authorities. Future changes in applicable laws, regulations or government policies may materially impact our financial condition and results of operations. The Bank is subject to regulation by the Federal Deposit Insurance Corporation (“FDIC”) and the Pennsylvania Department of Banking (the “Department”). The Bank’s main office is in Philadelphia, Pennsylvania, with six additional banking offices located in Philadelphia and Delaware Counties in Pennsylvania. The Bank’s primary business consists of attracting deposits from the general public and using those funds together with borrowings to originate loans and to invest primarily in U.S. Government and agency securities and mortgage-backed securities.  In November 2005, the Bank formed PSB Delaware, Inc., a Delaware corporation, as a subsidiary of the Bank.  In March 2006, all mortgage-backed securities owned by the Company were transferred to PSB Delaware, Inc.  PSB Delaware, Inc.’s. activities are included as part of the consolidated financial statements.

Critical Accounting Policies. In reviewing and understanding financial information for the Company, you are encouraged to read and understand the significant accounting policies used in preparing our financial statements. These policies are described in Note 2 of the Notes to Consolidated Financial Statements included in the Annual Report  filed on Form 10-K for the year ended September 30, 2009.  The accounting and financial reporting policies of the Company conform to accounting principles generally accepted in the United States of America (“GAAP”) and to general practices within the banking industry. The preparation of the Company’s consolidated financial statements requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the financial statements and the reported amounts of income and expenses during the reporting period. Management evaluates these estimates and assumptions on an ongoing basis.  The following accounting policies comprise those that management believes are the most critical to aid in fully understanding and evaluating our reported financial results. These policies require numerous estimates or economic assumptions that may prove inaccurate or may be subject to variations which may significantly affect our reported results and financial condition for the period or in future periods.
 
 
24

 
 
Allowance for Loan Losses.  The allowance for loan losses is established through a provision for loan losses charged to expense. Loans are charged against the allowance for loan losses when management believes that the collectibility of the principal is unlikely. Subsequent recoveries are added to the allowance. The allowance for loan losses is maintained at a level that management considers adequate to provide for estimated losses and impairment based upon an evaluation of known and inherent risk in the loan portfolio. Loan impairment is evaluated based on the fair value of collateral or estimated net realizable value. It is the policy of management to provide for losses on unidentified loans in its portfolio in addition to classified loans.

Management monitors its allowance for loan losses at least quarterly and makes adjustments to the allowance through the provision for loan losses as economic conditions and other pertinent factors indicate. The quarterly review and adjustment of the qualitative factors employed in the allowance methodology and the updating of historic loss experience allow for timely reaction to emerging conditions and trends.  In this context, a series of qualitative factors are used in a methodology as a measurement of how current circumstances are affecting the loan portfolio. Included in these qualitative factors are:

 
Levels of past due, classified and non-accrual loans, troubled debt restructurings and modifications
 
Nature and volume of loans
 
Changes in lending policies and procedures, underwriting standards, collections, charge-offs and recoveries and for commercial loans, the level of loans being approved with exceptions to lending policy
 
Experience, ability and depth of management and staff
 
National and local economic and business conditions, including various market segments
 
Quality of the Company’s loan review system and degree of Board oversight
 
Concentrations of credit and changes in levels of such concentrations
 
Effect of external factors on the level of estimated credit losses in the current portfolio

In determining the allowance for loan losses, management has established both specific and general pooled allowances. Values assigned to the qualitative factors and those developed from historic loss experience provide a dynamic basis for the calculation of reserve factors for both pass-rated loans (general pooled allowance) and those criticized and classified loans.  Larger commercial real estate, construction and commercial business loans are individually evaluated for impairment.  Loans not individually reviewed are evaluated as a group using reserve factor percentages based on historic loss experience and the qualitative factors described above. In determining the appropriate level of the general pooled allowance, management makes estimates based on internal risk ratings, which take into account such factors as debt service coverage, loan-to-value ratios, and external factors. Estimates are periodically measured against actual loss experience.

This evaluation is inherently subjective as it requires material estimates including, among others, exposure at default, the amount and timing of expected future cash flows on impaired loans, value of collateral, estimated losses on our commercial, construction and residential loan portfolios and historical loss experience.  All of these estimates may be susceptible to significant change.

While management uses the best information available to make loan loss allowance evaluations, adjustments to the allowance may be necessary based on changes in economic and other conditions or changes in accounting guidance. Historically, our estimates of the allowance for loan loss have not required significant adjustments from management’s initial estimates. In addition, the Pennsylvania Department of Banking and the Federal Deposit Insurance Corporation, as an integral part of their examination processes, periodically review our allowance for loan losses. The Pennsylvania Department of Banking and the Federal Deposit Insurance Corporation may require the recognition of adjustments to the allowance for loan losses based on their judgment of information available to them at the time of their examinations. To the extent that actual outcomes differ from management’s estimates, additional provisions to the allowance for loan losses may be required that would adversely impact earnings in future periods.

Fair Value Measurements.  Where quoted prices are available in an active market, securities are classified within Level 1 of the valuation hierarchy. If quoted market prices are not available, then fair values are estimated using quoted prices of securities with similar characteristics or discounted cash flows and are classified within Level 2 of the fair value hierarchy. In certain cases where there is limited activity or less transparency around inputs to the valuation, securities are classified within Level 3 of the valuation hierarchy.  At June 30, 2009, the Company’s investment in certain non-agency mortgage-backed securities were shifted from a Level 2 market value measurement to a Level 3 market value measurement.  This Level 3 market value measurement included an internally developed discounted cash flow model combined with using market data points of similar securities with comparable credit ratings in addition to market yield curves with similar maturities in determining the discount rate.
 
 
25

 
 
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.  The Company determines whether the unrealized losses are temporary in accordance with GAAP.  The evaluation is based upon factors such as the creditworthiness of the issuers/guarantors, the underlying collateral, if applicable, and the continuing performance of the securities.  In addition, the Company also considers the likelihood that the security will be required to be sold by a regulatory agency, our internal intent not to dispose of the security prior to maturity and whether the entire cost basis of the security is expected to be recovered.  In determining whether the cost basis will be recovered, management evaluates other facts and circumstances that may be indicative of an other-than-temporary impairment condition. This includes, but is not limited to, an evaluation of the type of security, length of time and extent to which the fair value has been less than cost, and near-term prospects of the issuer.

In addition, certain assets are measured at fair value on a non-recurring basis; that is, the instruments are not measured at fair value on an ongoing basis but are subject to fair value adjustments in certain circumstances (for example, when there is evidence of impairment). The Company measures impaired loans, FHLB stock and loans or properties transferred into real estate owned at fair value on a non-recurring basis.  

Valuation techniques and models utilized for measuring financial assets and liabilities are reviewed and validated by the Company at least quarterly.

Income Taxes.  The Company accounts for income taxes in accordance with GAAP.  The Company records deferred income taxes that reflect the net tax effects of temporary differences between the carrying amounts of assets and liabilities for financial reporting purposes and the amounts used for income tax purposes. Management exercises significant judgment in the evaluation of the amount and timing of the recognition of the resulting tax assets and liabilities. The judgments and estimates required for the evaluation are updated based upon changes in business factors and the tax laws. If actual results differ from the assumptions and other considerations used in estimating the amount and timing of tax recognized, there can be no assurance that additional expenses will not be required in future periods. 

In evaluating our ability to recover deferred tax assets, we consider all available positive and negative evidence, including our past operating results and our forecast of future taxable income.  In determining future taxable income, we make assumptions for the amount of taxable income, the reversal of temporary differences and the implementation of feasible and prudent tax planning strategies.  These assumptions require us to make judgments about our future taxable income and are consistent with the plans and estimates we use to manage our business.  Any reduction in estimated future taxable income may require us to record an additional valuation allowance against our deferred tax assets.  An increase in the valuation allowance would result in additional income tax expense in the period and could have a significant impact on our future earnings.
 
GAAP prescribes a minimum probability threshold that a tax position must meet before a financial statement benefit is recognized. The Company recognizes, when applicable, interest and penalties related to unrecognized tax benefits in the provision for income taxes in the consolidated income statement.  Assessment of uncertain tax positions requires careful consideration of the technical merits of a position based on management's analysis of tax regulations and interpretations.  Significant judgment may be involved in the assessment of the tax position.

Forward-looking Statements.  In addition to historical information, this Quarterly Report on Form 10-Q includes certain "forward-looking statements" based on management's current expectations. The Company's actual results could differ materially, as such term is defined in the Securities Act of 1933, as amended, and the Securities Exchange Act of 1934, as amended, from management's expectations. Such forward-looking statements include statements regarding management's current intentions, beliefs or expectations as well as the assumptions on which such statements are based. These forward-looking statements are subject to significant business, economic and competitive uncertainties and contingencies, many of which are not subject to the Company's control. You are cautioned that any such forward-looking statements are not guarantees of future performance and involve risks and uncertainties, and that actual results may differ materially from those contemplated by such forward-looking statements. Factors that could cause future results to vary from current management expectations include, but are not limited to, general economic conditions, legislative and regulatory changes, monetary and fiscal policies of the federal government, changes in tax policies, rates and regulations of federal, state and local tax authorities, changes in interest rates, deposit flows, the cost of funds, demand for loan products, demand for financial services, competition, changes in the quality or composition of the Company's loan and investment portfolios, changes in accounting principles, policies or guidelines and other economic, competitive, governmental and technological factors affecting the Company's operations, markets, products, services and fees.
 
 
26

 
 
The Company undertakes no obligation to update or revise any forward-looking statements to reflect changed assumptions, the occurrence of unanticipated events or changes to future operating results that occur subsequent to the date such forward-looking statements are made unless required by law or regulations.

Market Overview.  The continued turbulence in the economy and the current financial crisis, which began in mid-2007, resulting in a housing-related credit decline, combined with a capital markets liquidity crisis that has affected the liquidity and valuation of many investment vehicles, remains a concern for the Company. The severity of the downturn in the economic conditions deteriorated into a recession during 2008 which continued through calendar 2009. Although there is growing evidence the U.S. economy is starting to recover, economic conditions remained weak during the first half of calendar 2010 with some evidence that the rate of recovery was slower than anticipated.  One of the primary concerns for the Company is the slump in the housing market. While the Philadelphia area has not suffered wholesale declines in the value of residential real estate as have other areas of the country, this downturn has rippled through many parts of the economy, including construction lending and lending to contractors.  Such conditions increase our exposure to the risk of non-performance in our construction and commercial loan portfolios. The Company continues to focus on the credit quality of its customers – closely monitoring the financial status of borrowers throughout the Company’s markets, gathering information, working on early detection of potential problems, taking pre-emptive steps where necessary and performing the analysis required to maintain adequate reserves. These declines in real estate market values has also been a factor in determining the necessity to increase our allowance for loan losses through increased loan loss provisions.

The decline in real estate market values and the increase in defaults on the underlying collateral have caused illiquidity in the financial markets which has led to the devaluation in particular of certain non-agency securities. The Company continues to be impacted by continued pressure in the capital markets with respect to the value of our non-agency mortgage-backed securities and collateralized mortgage obligations, leading to the determination that the declines in the fair value were other-than-temporary resulting in the occurrence of other-than-temporary impairment (“OTTI”) charges.

Despite the current market and economic conditions, the Company continues to maintain a strong capital position.
 
The following discussion provides further details on the financial condition and results of operations of the Company at and for the periods ended June 30, 2010.

COMPARISON OF FINANCIAL CONDITION AT JUNE 30, 2010 AND SEPTEMBER 30, 2009

At June 30, 2010, the Company’s total assets were $538.3 million, an increase of $23.5 million from $514.8 million at September 30, 2009.  The increase was almost exclusively due to an increase in cash and cash equivalents of $43.0 million, primarily due to the $30.0 million increase in deposits.  Also contributing to the increase was a $3.9 increase in prepaid expenses and other assets due to an industry wide mandated pre-payment of FDIC deposit insurance premiums in fiscal 2010 with a current balance of $2.2 million and the establishment of an $1.8 million account receivable related to the sale of a real estate owned property which settled in June 2010.  Partially offsetting the increases was a net decrease in the investment and mortgage-backed securities portfolio of $19.5 million due primarily to calls for redemption of investments.  The proceeds were held as cash pending future deployment or used to reduce outstanding borrowings.
 
 
27

 
 
Total liabilities increased $22.9 million to $481.8 million at June 30, 2010 from $458.9 million at September 30, 2009 primarily as a result of a $30.0 million increase in deposits, primarily certificates of deposit.   Partially offsetting the increase in deposits was a $6.0 million decrease in advances from the Federal Home Loan Bank of Pittsburgh.

Stockholders’ equity increased by $580,000 to $56.4 million at June 30, 2010 from $55.9 million at September 30, 2009.  The increase was primarily due to net income of $2.8 million combined with an increase in accumulated other comprehensive income of $1.5 million due to increases in market values of available for sale securities and an increase of $618,000 related to the amortization of stock benefit plans.  These increases were partially offset by the cost of stock repurchases totaling $2.9 million and cash dividends on common stock aggregating $1.5 million.

COMPARISON OF RESULTS OF OPERATIONS FOR THE THREE AND NINE MONTHS ENDED JUNE 30, 2010 AND 2009

Net income.  The Company reported net income of $1.3 million for the quarter ended June 30, 2010 as compared to a net loss of $226,000 for the same period in 2009.    For the nine months ended June 30, 2010, the Company recognized net income of $2.8 million compared to a net loss of $1.3 million for the comparable period in 2009.  The improved results of operations for the quarter and nine months ended June 30, 2010 reflected the effect of significantly reduced non-cash OTTI charges in the 2010 periods as compared to the 2009 periods with respect to certain of the non-agency mortgage-backed securities received as a result of the redemption in kind during fiscal 2008 of the Company’s investment in a mutual fund.  Also contributing to the improved results were reductions in the deferred tax asset valuation reserve, which reduced income tax expense incurred in the 2010 periods.

Net interest income.  Net interest income increased $536,000 or 15.6% to $4.0 million for the three months ended June 30, 2010 as compared to $3.4 million for the same period in 2009. The increase reflected the effect of a $844,000 or 26.5% decrease in interest expense partially offset by a $308,000 or 4.7% decrease in interest income.  The decrease in interest expense resulted primarily from an 82 basis point decrease to 2.02% in the weighted average rate paid on interest-bearing liabilities, reflecting the repricing downward of interest-bearing liabilities during the year, partially offset by a $15.8 million or 3.5% increase in the average balance of interest-bearing liabilities, primarily in certificates of deposit, for the three months ended June 30, 2010, as compared to the same period in 2009.  The decrease in interest income resulted from a 29 basis point decrease to 5.13% in the weighted average yield earned on interest-earning assets partially offset by a $3.7 million or 0.8% increase in the average balance of interest-earning assets for the three months ended June 30, 2010, as compared to the same period in 2009.

For the nine months ended June 30, 2010, net interest income increased $1.3 million or 12.1% to $12.0 million as compared to $10.7 million for the same period in 2009. The increase was due to a $3.0 million or 29.4% decrease in interest expense partially offset by a $1.7 million or 8.0% decrease in interest income.  The decrease in interest expense resulted primarily from a 99 basis point decrease to 2.10% in the weighted average rate paid on interest-bearing liabilities, reflecting the repricing downward of interest-bearing liabilities during the year, partially offset by a $17.7 million or 4.1% increase in the average balance of interest-bearing liabilities, primarily in certificates of deposit, for the nine months ended June 30, 2010, as compared to the same period in 2009.  The decrease in interest income resulted primarily from a 49 basis point decrease to 5.23% in the weighted average yield earned on interest-earning assets partially offset by a $3.4 million or 0.7% increase in the average balance of interest-earning assets for the nine months ended June 30, 2010, as compared to the same period in 2009.

 
28

 

Average Balances, Net Interest Income, and Yields Earned and Rates Paid. The following table shows for the periods indicated the total dollar amount of interest from average interest-earning assets and the resulting yields, as well as the interest expense on average interest-bearing liabilities, expressed both in dollars and rates, and the net interest margin.  Average yields and rates have been annualized.  Tax-exempt income and yields have not been adjusted to a tax-equivalent basis.  All average balances are based on monthly balances. Management does not believe that the monthly averages differ significantly from what the daily averages would be.
       
   
Three Months
 
   
Ended June 30,
 
   
2010
   
2009
 
   
Average
         
Average
   
Average
         
Average
 
   
Balance
   
Interest
   
Yield/Rate
   
Balance
   
Interest
   
Yield/Rate
 
       
   
(Dollars in Thousands)
 
Interest-earning assets:
                                   
Investment securities
  $ 123,223     $ 1,435       4.66 %   $ 125,073     $ 1,479       4.73 %
Mortgage-backed securities
    91,100       1,164       5.11       93,661       1,329       5.68  
Loans receivable(1)
    252,876       3,706       5.86       253,435       3,806       6.01  
Other interest-earning assets
    24,912       7       0.11       16,235       6       0.15  
Total interest-earning assets
    492,111       6,312       5.13       488,404       6,620       5.42  
Cash and non-interest-bearing balances
    11,539                       12,502                  
Other non-interest-earning assets
    21,608                       18,454                  
Total assets
  $ 525,258                     $ 519,360                  
Interest-bearing liabilities:
                                               
Savings accounts
  $ 69,689       300       1.72     $ 65,083       313       1.92  
Money market deposit and NOW accounts
    105,478       283       1.07       98,892       410       1.66  
Certificates of deposit
    273,844       1,568       2.29       263,173       2,247       3.42  
Total deposits
    449,011       2,151       1.92       427,148       2,970       2.78  
Advances from Federal Home Loan Bank
    13,630       192       5.63       19,673       216       4.39  
Advances from borrowers for taxes and
                                               
insurance
    1,644       1       0.24       1,661       2       0.48  
Total interest-bearing liabilities
    464,285       2,344       2.02       448,482       3,188       2.84  
Non-interest-bearing liabilities:
                                               
Non-interest-bearing demand accounts
    2,334                       3,181                  
Other liabilities
    3,317                       6,484                  
Total liabilities
    469,936                       458,147                  
Stockholders' equity
    55,322                       61,213                  
Total liabilities and stockholders' equity
  $ 525,258                     $ 519,360                  
Net interest-earning assets
  $ 27,826                     $ 39,922                  
Net interest income; interest rate spread
          $ 3,968       3.11 %           $ 3,432       2.58 %
Net interest margin(2)
                    3.23 %                     2.81 %
                                                 
Average interest-earning assets to average
                                               
interest-bearing liabilities
            105.99 %                     108.90 %        
___________________________
(1)
Includes non-accrual loans.  Calculated net of unamortized deferred fees, undisbursed portion of loans-in-process and allowance for loan losses.
   
(2)
Equals net interest income divided by average interest-earning assets.

 
29

 

   
Nine Months
 
   
Ended June 30,
 
   
2010
   
2009
 
   
Average
         
Average
   
Average
         
Average
 
   
Balance
   
Interest
   
Yield/Rate
   
Balance
   
Interest
   
Yield/Rate
 
                                     
   
(Dollars in Thousands)
 
Interest-earning assets:
                                   
Investment securities
  $ 123,273     $ 4,325       4.68 %   $ 124,396     $ 4,583       4.91 %
Mortgage-backed securities (1)
    93,126       3,575       5.12       92,687       4,648       6.69  
Loans receivable(2)
    254,765       11,176       5.85       252,597       11,396       6.02  
Other interest-earning assets (3)
    15,764       13       0.11       13,896       125       1.20  
Total interest-earning assets
    486,928       19,089       5.23       483,576       20,752       5.72  
Cash and non-interest-bearing balances
    7,128                       7,449                  
Other non-interest-earning assets
    20,258                       15,377                  
Total assets
  $ 514,314                     $ 506,402                  
Interest-bearing liabilities:
                                               
Savings accounts
  $ 69,131       957       1.85     $ 64,937       1,186       2.44  
Money market deposit and NOW accounts
    106,210       861       1.08       95,054       1,552       2.18  
Certificates of deposit
    256,020       4,687       2.44       242,752       6,589       3.62  
Total deposits
    431,361       6,505       2.01       402,743       9,327       3.09  
Advances from Federal Home Loan Bank
    18,956       609       4.28       29,770       743       3.33  
Advances from borrowers for taxes and
                                               
insurance
    1,627       4       0.33       1,733       6       0.46  
Total interest-bearing liabilities
    451,944       7,118       2.10       434,246       10,076       3.09  
Non-interest-bearing liabilities:
                                               
Non-interest-bearing demand accounts
    2,176                       3,657                  
Other liabilities
    4,321                       3,890                  
Total liabilities
    458,441                       441,793                  
Stockholders' equity
    55,873                       64,609                  
Total liabilities and stockholders' equity
  $ 514,314                     $ 506,402                  
Net interest-earning assets
  $ 34,984                     $ 49,330                  
Net interest income; interest rate spread
          $ 11,971       3.13 %           $ 10,676       2.63 %
Net interest margin(4)
                    3.28 %                     2.94 %
                                                 
Average interest-earning assets to average
                                               
interest-bearing liabilities
            107.74 %                     111.36 %        
   
(1)
The decrease in yield of the Company's mortgage-backed securities portfolio is primarily a result of changes in portfolio composition as well as in estimate of prepayment speed assumptions. The Company employs the effective yield method of accounting, which requires retrospective adjustments to the yield on the Company's assets, which in turn directly affects earnings. The Company estimates yield at the time of purchase of each asset. To the extent prepayment speeds assumptions differ from Company’s estimates at the time of purchase, the Company is required to adjust the yield on that asset as well as the amortization of premium or discount taken to date on the asset. This cumulative "true up" of the amortization was taken through earnings in the 2009 period.
   
(2)
Includes non-accrual loans.  Calculated net of unamortized deferred fees, undisbursed portion of loans-in-process and allowance for loan losses.
   
(3)
Yield substantially decreased due to declining overnight investment rates during the 2010 period as compared to the 2009 period.
   
(4)
Equals net interest income divided by average interest-earning assets.
 
 
30

 
 
Provisions for loan losses.  The allowance is maintained at a level sufficient to provide for estimated probable losses in the loan portfolio at each reporting date.  At least quarterly, management performs an analysis to identify the inherent risk of loss in the Company’s loan portfolio. This analysis includes a qualitative evaluation of concentrations of credit, past loss experience, current economic conditions, amount and composition of the loan portfolio (including loans being specifically monitored by management), estimated fair value of underlying collateral, delinquencies, and other factors.

Our methodology for assessing the adequacy of the allowance establishes both specific and general pooled allocations of the allowance. To determine the adequacy of the allowance and the need for potential changes to the allowance, we conduct a formal analysis quarterly to assess the risk within the loan portfolio.  This assessment includes analyses of historical performance, past due trends, the level of nonperforming loans, reviews of certain impaired loans, loan activity since the last quarter, consideration of current economic conditions, and other pertinent information.  Loans are assigned ratings, either individually for larger credits or in homogeneous pools, based on an internally developed grading system.  The resulting conclusions are reviewed and approved by senior management.

The Company established a provision for loan losses of $110,000 for the quarter ended June 30, 2010 and $495,000 for the nine month period ended June 30, 2010 as compared to $810,000 and $1.2 million for the comparable periods in 2009.  The allowance for loan losses totaled $2.5 million, or 1.0% of total loans and 98.5% of non-performing loans at June 30, 2010.  At June 30, 2010, the Company’s non-performing assets totaled $5.8 million or 1.1% of total assets as compared to $5.6 million or 1.1% of total assets at September 30, 2009.  Non-performing assets consisted of four commercial real estate loans totaling $1.0 million, 12 one-to four-family residential mortgage loans totaling $1.3 million, one construction loan totaling $206,000 and six real estate owned properties totaling $3.2 million.  The largest real estate owned property consists of a single-family residence and an adjacent lot with a book value of $1.2 million.  This property is actively being marketed for sale.  Four of the real estate owned properties totaling $1.7 million consist of four townhouses in the same development project.  These properties are being rented at this time at sufficient levels to cover the Company’s cost of operating the properties.  The Company anticipates to be marketing the houses for sale when market conditions improve.

Non-interest income (loss).  Non-interest income amounted to $169,000 and $250,000 for the three and nine month periods ended June 30, 2010, compared with losses of $55,000 and $2.4 million for the same periods in 2009.  The losses incurred in the 2009 periods were due to OTTI charges related to the securities received as a result of the Company’s redemption in kind in June 2008 of its entire investment in a mutual fund.  The decline in the amount of losses recognized between the 2009 and 2010 periods reflected the decline in the amount of the OTTI charges from $256,000 and $3.1 million, respectively, for the three and nine months ended June 30, 2009 to $86,000 and $424,000, respectively, during the three and nine months ended June 30, 2010 related to the non-agency mortgage-backed securities received as part of the redemption in kind as the markets for such securities began to stabilize during the 2010 periods.

Non-interest expenses.  For the quarter ended June 30, 2010, non-interest expense increased $7,000 compared to the same period in the prior year, while non-interest expense increased $90,000 for the nine month period ended June 30, 2010 compared to the same period in the prior year.  The increase for the three month period ended June 30, 2010 primarily related to the loss on sale and expenses associated with a real estate owned property during the 2010 period, which were $277,000 in excess of the amount of such expenses incurred during the 2009 period.  These expenses primarily related to the sale of a condominium project in which another bank had acted as the lead lender and which was classified as real estate owned during the quarter ended June 30, 2009.  During the quarter ended June 30, 2010, the property was sold by the lead lender.  This increase was partially offset by a decrease of $272,000 in deposit insurance premiums for the June 30, 2010 quarter from the comparable period in 2009 as there was a one-time special assessment during 2009.  The increase for the nine month period ended June 30, 2010 was primarily due to increased costs related to an increase in actuarially computed contributions for the Company’s defined benefit pension plan which were $189,000 more than the amount recognized in the comparable period in 2009.   Also contributing to the higher level of non-interest expense were expenses related to the implementation and expensing of awards granted under the Company’s stock benefit plans which were implemented in January 2009.  These expenses were $171,000 higher in the 2010 period than the amount incurred in the comparable period in 2009 as these expense were only incurred for a portion of the 2009 period.  These increases were partially offset by a decrease of $231,000 in deposit insurance premiums in June 30, 2010 from the comparable period in 2009 as the expenses in the 2009 period reflected the effect of a one-time special assessment by the FDIC.
 
 
31

 
 
Income tax expense.  The Company recorded income an income tax benefit for the quarter ended June 30, 2010 of $41,000 and income tax expense of $915,000 for the nine month period ended June 30, 2010 compared to income tax expense of $11,000 and $419,000, respectively, for the quarter and nine months ended June 30, 2009.  The benefit for the June 30, 2010 quarter was related to a reduction in the valuation allowance of the Company’s deferred tax asset.

LIQUIDITY AND CAPITAL RESOURCES

The Company’s liquidity, represented by cash and cash equivalents, is a product of its operating, investing and financing activities. Our primary sources of funds are from deposits, scheduled principal and interest payments on loans, loan prepayments and the maturity of loans, mortgage-backed securities and other investments, and other funds provided from operations. While scheduled payments from the amortization of loans and mortgage-backed securities and maturing investment securities are relatively predictable sources of funds, deposit flows and loan and securities prepayments can be greatly influenced by market rates of interest, economic conditions and competition.  We also maintain excess funds in short-term, interest-bearing assets that provide additional liquidity.  At June 30, 2010, our cash and cash equivalents amounted to $56.6 million.  In addition, our available for sale investment and mortgage-backed securities amounted to an aggregate of $72.9 million at such date.

We use our liquidity to fund existing and future loan commitments, to fund maturing certificates of deposit and demand deposit withdrawals, to invest in other interest-earning assets, and to meet operating expenses.  At June 30, 2010, the Company had $7.3 million in outstanding commitments to originate fixed and variable-rate loans, not including loans in process.  The Company also had commitments under unused lines of credit of $7.3 million and letters of credit outstanding of $676,000 at June 30, 2010.  Certificates of deposit at June 30, 2010 maturing in one year or less totaled $208.8 million. Based upon historical experience, we anticipate that a significant portion of the maturing certificates of deposit will be redeposited with us.

In addition to cash flows from loan and securities payments and prepayments as well as from sales of available for sale securities, we have significant borrowing capacity available to fund liquidity needs should the need arise.  Our borrowings consist solely of advances from the Federal Home Loan Bank of Pittsburgh, of which we are a member.  Under terms of the collateral agreement with the Federal Home Loan Bank, we pledge residential mortgage loans and mortgage-backed securities as well as our stock in the Federal Home Loan Bank as collateral for such advances.  However, use of FHLB advances has been modest.  At June 30, 2010, we had $13.6 million in outstanding FHLB advances and had the ability to obtain an additional $138.1 million in FHLB advances.

We anticipate that we will continue to have sufficient funds and alternative funding sources to meet our current commitments.

 
32

 

The following table summarizes the Company’s and Bank’s regulatory capital ratios as of June 30, 2010 and September 30, 2009 and compares them to current regulatory guidelines.
 
               
To Be
 
               
Well Capitalized
 
         
Required for
   
Under Prompt
 
         
Capital Adequacy
   
Corrective Action
 
   
Actual Ratio
   
Purposes
   
Provisions
 
                   
June 30, 2010:
                 
Tier 1 capital (to average assets):
                 
Company
    10.53 %     4.0 %     N/A  
Bank
    9.58 %     4.0 %     5.0 %
                         
Tier 1 capital (to risk weighted assets):
                       
Company
    22.08 %     4.0 %     N/A  
Bank
    20.09 %     4.0 %     6.0 %
                         
Total capital (to risk weighted assets):
                       
Company
    23.10 %     8.0 %     N/A  
Bank
    21.10 %     8.0 %     10.0 %
                         
September 30, 2009:
                       
Tier 1 capital (to average assets):
                       
Company
    10.86 %     4.0 %     N/A  
Bank
    9.99 %     4.0 %     5.0 %
                         
Tier 1 capital (to risk weighted assets):
                       
Company
    24.59 %     4.0 %     N/A  
Bank
    22.61 %     4.0 %     6.0 %
                         
Total capital (to risk weighted assets):
                       
Company
    25.79 %     8.0 %     N/A  
Bank
    23.81 %     8.0 %     10.0 %

IMPACT OF INFLATION AND CHANGING PRICES

The financial statements, accompanying notes, and related financial data of the Company presented herein have been prepared in accordance with generally accepted accounting principles which require the measurement of financial position and operating results in terms of historical dollars, without considering changes in the relative purchasing power of money over time due to inflation.

Unlike most industrial companies, substantially all of the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates have a more significant impact on a financial institution's performance than the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or in the same magnitude as the price of goods and services, since such prices are affected by inflation to a larger extent than interest rates. In the current interest rate environment, liquidity and the maturity structure of the Company's assets and liabilities are critical to the maintenance of acceptable performance levels.
 
 
33

 
 
How We Manage Market Risk.  Market risk is the risk of loss from adverse changes in market prices and rates.  Our market risk arises primarily from the interest rate risk which is inherent in our lending, investment and deposit gathering activities.  To that end, management actively monitors and manages interest rate risk exposure.  In addition to market risk, our primary risk is credit risk on our loan portfolio.  We attempt to manage credit risk through our loan underwriting and oversight policies.

The principal objective of our interest rate risk management function is to evaluate the interest rate risk embedded in certain balance sheet accounts, determine the level of risk appropriate given our business strategy, operating environment, capital and liquidity requirements and performance objectives, and manage the risk consistent with approved guidelines. We seek to manage our exposure to risks from changes in interest rates while at the same time trying to improve our net interest spread.  We monitor interest rate risk as such risk relates to our operating strategies.   We have established an Asset/Liability Committee which is comprised of our President and Chief Executive Officer, Chief Financial Officer, Chief Lending Officer, Treasurer and Controller.  The Asset/Liability Committee meets on a regular basis and is responsible for reviewing our asset/liability policies and interest rate risk position. Both the extent and direction of shifts in interest rates are uncertainties that could have a negative impact on future earnings.

In recent years, we primarily have reduced our exposure in callable agency bonds and increased our portfolio of agency issued mortgage-backed securities.  However, notwithstanding the foregoing steps, we remain subject to a significant level of interest rate risk in a low interest rate environment due to the high proportion of our loan portfolio that consists of fixed-rate loans as well as our decision to invest a significant amount of our assets in long-term, fixed-rate investment and mortgage-backed securities.

Gap Analysis.  The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive” and by monitoring a Company’s interest rate sensitivity “gap.”  An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period.  The interest rate sensitivity gap is defined as the difference between the amount of interest-earning assets maturing or repricing within a specific time period and the amount of interest-bearing liabilities maturing or repricing within that same time period.  A gap is considered positive when the amount of interest rate sensitive assets exceeds the amount of interest rate sensitive liabilities.  A gap is considered negative when the amount of interest rate sensitive liabilities exceeds the amount of interest rate sensitive assets.  During a period of rising interest rates, a negative gap would tend to affect adversely net interest income while a positive gap would tend to result in an increase in net interest income.  Conversely, during a period of falling interest rates, a negative gap would tend to result in an increase in net interest income while a positive gap would tend to affect adversely net interest income.

The following table sets forth the amounts of our interest-earning assets and interest-bearing liabilities outstanding at June 30, 2010, which we expect, based upon certain assumptions, to reprice or mature in each of the future time periods shown (the “GAP Table”).  Except as stated below, the amounts of assets and liabilities shown which reprice or mature during a particular period were determined in accordance with the earlier of term to repricing or the contractual maturity of the asset or liability.  The table sets forth an approximation of the projected repricing of assets and liabilities at June 30, 2010, on the basis of contractual maturities, anticipated prepayments, and scheduled rate adjustments within a three-month period and subsequent selected time intervals.  The loan amounts in the table reflect principal balances expected to be redeployed and/or repriced as a result of contractual amortization and anticipated prepayments of adjustable-rate loans and fixed-rate loans, and as a result of contractual rate adjustments on adjustable-rate loans.  Annual prepayment rates for adjustable-rate and fixed-rate single-family and multi-family residential and commercial mortgage loans are assumed to range from 7.6% to 30.0%.  The annual prepayment rate for mortgage-backed securities is assumed to range from 0.5% to 85.0%.  Money market deposit accounts, savings accounts and interest-bearing checking accounts are assumed to have annual rates of withdrawal, or “decay rates,” of 33.9%, 6.9% and 17.1%, respectively.
 
 
34

 
 
         
More than
   
More than
   
More than
             
   
3 Months
   
3 Months
   
1 Year
   
3 Years
   
More than
   
Total
 
   
or Less
   
to 1 Year
   
to 3 Years
   
to 5 Years
   
5 Years
   
Amount
 
                     
 
             
   
(Dollars in Thousands)
 
Interest-earning assets(1):
                                   
Investment and mortgage-backed securities(2)
  $ 17,871     $ 33,003     $ 15,170     $ 17,690     $ 117,524     $ 201,258  
Loans receivable(3)
    28,001       62,313       79,288       46,967       39,536       256,105  
Other interest-earning assets(4)
    43,183       -       -       -       -       43,183  
Total interest-earning assets
  $ 89,055     $ 95,316     $ 94,458     $ 64,657     $ 157,060     $ 500,546  
                                                 
Interest-bearing liabilities:
                                               
Savings accounts
  $ 1,669     $ 3,679     $ 4,887     $ 2,611     $ 57,941     $ 70,787  
Money market deposit and NOW accounts
    2,557       7,673       20,464       23,584       50,595       104,873  
Certificates of deposit
    32,790       175,989       53,139       22,246       -       284,164  
Advances from Federal Home Loan Bank
    13,032       98       156       340       -       13,626  
Advances from borrowers for taxes and insurance
    1,837       -       -       -       -       1,837  
Total interest-bearing liabilities
  $ 51,885     $ 187,439     $ 78,646     $ 48,781     $ 108,536     $ 475,287  
                                                 
Interest-earning assets
                                               
less interest-bearing liabilities
  $ 37,170     $ (92,123 )   $ 15,812     $ 15,876     $ 48,524     $ 25,259  
                                                 
Cumulative interest-rate sensitivity gap (5)
  $ 37,170     $ (54,953 )   $ (39,141 )   $ (23,265 )   $ 25,259          
                                                 
Cumulative interest-rate gap as a
                                               
percentage of total assets at June 30, 2010
    6.91 %     -10.21 %     -7.27 %     -4.32 %     4.69 %        
                                                 
Cumulative interest-earning assets
                                               
as a percentage of cumulative interest-
                                               
bearing liabilities at June 30, 2010
    171.64 %     77.04 %     87.69 %     93.66 %     105.31 %        
 
(1)
Interest-earning assets are included in the period in which the balances are expected to be redeployed and/or repriced as a result of anticipated prepayments, scheduled rate adjustments and contractual maturities.
   
(2)
For purposes of the gap analysis, investment securities are stated at amortized cost.
   
(3)
For purposes of the gap analysis, loans receivable includes non-performing loans and is gross of the allowance for loan losses and unamortized deferred loan fees, but net of the undisbursed portion of loans-in-process.
   
(4)
Includes FHLB stock.
   
(5)
Cumulative interest-rate sensitivity gap represents the difference between interest-earning assets and interest-bearing liabilities.
 
Certain shortcomings are inherent in the method of analysis presented in the foregoing table.  For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates.  Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates.  Additionally, certain assets, such as adjustable-rate loans, have features which restrict changes in interest rates both on a short-term basis and over the life of the asset.  Further, in the event of a change in interest rates, prepayment and early withdrawal levels would likely deviate significantly from those assumed in calculating the table.  Finally, the ability of many borrowers to service their adjustable-rate loans may be adversely affected  in the event of an interest rate increase.
 
 
35

 
 
Net Portfolio Value Analysis.  Our interest rate sensitivity also is monitored by management through the use of a model which generates estimates of the changes in our net portfolio value (“NPV”) over a range of interest rate scenarios.  NPV is the present value of expected cash flows from assets, liabilities and off-balance sheet contracts.  The NPV ratio, under any interest rate scenario, is defined as the NPV in that scenario divided by the market value of assets in the same scenario.  The “Sensitivity Measure” is the decline in the NPV ratio, in basis points, caused by a 2% increase or decrease in rates, whichever produces a larger decline.  The following table sets forth our NPV as of June 30, 2010 and reflects the changes to NPV as a result of immediate and sustained changes in interest rates as indicated.

Change in
                     
NPV as % of Portfolio
 
Interest Rates
   
Net Portfolio Value
   
Value of Assets
 
In Basis Points
                               
(Rate Shock)
   
Amount
   
$ Change
   
% Change
   
NPV Ratio
   
Change
 
                                 
     
(Dollars in Thousands)
 
                                 
300     $ 57,345     $ (34,090 )     (37.28 )%     11.82 %     (4.81 )%
200       68,910       (22,525 )     (24.63 )%     13.61 %     (3.02 )%
100       81,947       (9,488 )     (10.38 )%     15.48 %     (1.15 )%
Static
      91,435       -       -       16.63 %     -  
(100)       89,117       (2,318 )     (2.54 )%     15.94 %     (0.69 )%
(200)       86,105       (5,330 )     (5.83 )%     15.21 %     (1.42 )%
(300)       83,278       (8,157 )     (8.92 )%     14.55 %     (2.08 )%

At June 30, 2010, the Company’s NPV was $91.4 million or 16.63% of the market value of assets.  Following a 200 basis point increase in interest rates, the Company’s “post shock” NPV would be $68.9 million or 13.61% of the market value of assets.  The change in the NPV ratio or Company’s sensitivity measure was a decline of 302 basis points.

At March 31, 2010, the Company’s NPV was $62.6 million or 12.13% of the market value of assets.  Following a 200 basis point increase in interest rates, the Company’s “post shock” NPV would be $29.6 million or 6.30% of the market value of assets.  The change in the NPV ratio or Company’s sensitivity measure was a decline of 583 basis points.

As is the case with the GAP Table, certain shortcomings are inherent in the methodology used in the above interest rate risk measurements.  Modeling changes in NPV requires the making of certain assumptions which may or may not reflect the manner in which actual yields and costs respond to changes in market interest rates.  In this regard, the models presented assume that the composition of our interest sensitive assets and liabilities existing at the beginning of a period remains constant over the period being measured and also assumes that a particular change in interest rates is reflected uniformly across the yield curve regardless of the duration to maturity or repricing of specific assets and liabilities.  Accordingly, although the NPV model provides an indication of interest rate risk exposure at a particular point in time, such model is not intended to and does not provide a precise forecast of the effect of changes in market interest rates on net interest income and will differ from actual results.
 
 
36

 

ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

Not applicable.

ITEM 4T. CONTROLS AND PROCEDURES

Our management evaluated, with the participation of our Chief Executive Officer and Chief Financial Officer, the effectiveness of our disclosure controls and procedures (as defined in Rule 13a-15(e) or 15d-15(e) under the Securities Exchange Act of 1934) as of the end of the period covered by this report. Based on such evaluation, our Chief Executive Officer and Chief Financial Officer have concluded that our disclosure controls and procedures are designed to ensure that information required to be disclosed by us in the reports that we file or submit under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within the time periods specified in the SEC's rules and regulations and are operating in an effective manner.

No change in our internal control over financial reporting (as defined in Rule 13a-15(f) or 15d-15(f) under the Securities Exchange Act of 1934) occurred during the most recent fiscal quarter that has materially affected, or is reasonably likely to materially affect, our internal control over financial reporting.
 
 
37

 
 
PART II

Item 1. Legal Proceedings

No material changes in the matters previously disclosed in Item 3 of the Company’s Annual Report on Form 10-K for the year ended September 30, 2009 has occurred.

The Company is involved in various legal proceedings occurring in the ordinary course of business. Management of the Company, based on discussions with litigation counsel, does not believe that such proceedings will have a material adverse effect on the financial condition or operations of the Company. There can be no assurance that any of the outstanding legal proceedings to which the Company is a party will not be decided adversely to the Company's interests and have a material adverse effect on the financial condition and operations of the Company.

Item 1A. Risk Factors

Not applicable

Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

 
(a)
Not applicable
     
 
(b)
Not applicable
     
 
(c)
There were no repurchases of common stock made during the quarter ended June 30, 2010
     
   
The Mutual Holding Company’s purchases of Company common stock made during the quarter are set forth in the following table:

Period
 
Total Number
of Shares
Purchased
   
Average Price
Paid per Share
   
Total Number of
Shares Purchased
as Part of Publicly
Announced Plans
or Programs
   
Maximum Number of
Shares that May Yet be
Purchased Under the Plan
or Programs
 
April 1 – April 30, 2010
    -     $ -       -       50,000  
May 1 – May 31, 2010
    -       -       -       50,000  
June 1 - June 30, 2010
    37,654       6.57       37,564       12,346  
                                 
Total
    37,654     $ 6.57       37,564       12,346  
 
 
38

 
 
Item 3. Defaults Upon Senior Securities

Not applicable

Item 4. (Removed and Reserved)

Item 5. Other Information

Not applicable

Item 6. Exhibits

Exhibit No.
Description
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32.0
Section 1350 Certifications
 
 
39

 
 
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.

PRUDENTIAL BANCORP, INC. OF PENNSYLVANIA
 
Date:   August 16, 2010
 
By: /s/ Thomas A. Vento
 
   
Thomas A. Vento
 
   
President and Chief Executive Officer
 
       
       
Date:   August 16, 2010
 
By: /s/ Joseph R. Corrato
 
   
Joseph R. Corrato
 
   
Executive Vice President and Chief Financial Officer
 
 
 
40