FORM 10-Q
UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-Q
|
|
|
þ |
|
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934 |
For the quarterly period ended: December 31, 2006
Commission file number: 0-51557
Investors Bancorp, Inc.
(Exact name of registrant as specified in its charter)
|
|
|
Delaware
|
|
22-3493930 |
(State or other jurisdiction of incorporation or organization)
|
|
(I.R.S. Employer Identification No.) |
101 JFK Parkway, Short Hills, New Jersey 07078
(Address of principal executive offices)
(973) 924-5100
(Registrants telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all the reports 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 report), and (2) has been
subject to such filing requirements for the past 90 days. YES þ NO o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, or a non-accelerated filer. See definition of accelerated filer and large accelerated
filer in Rule 12b-2 of the Exchange Act.
Large Accelerated Filer Yes o No o Accelerated Filer Yes o No o Non-Accelerated Filer Yes þ No o
Indicate by check mark whether the registration is a shell company (as defined in Rule 12b-2
of the Exchange Act) Yes o No þ
As of January 31, 2007 there were 115,225,059 shares of the Registrants common stock, par
value $0.01 per share, outstanding, of which 63,099,781 shares, or 54.76% of the Registrants
outstanding common stock, were held by Investors Bancorp, MHC, the Registrants mutual holding
company.
Investors Bancorp, Inc.
FORM 10-Q
Index
Part I. Financial Information
Item 1. Financial Statements
INVESTORS BANCORP, INC. AND SUBSIDIARY
Consolidated Balance Sheets
December 31, 2006 (Unaudited) and June 30, 2006
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
June 30, |
|
|
|
2006 |
|
|
2006 |
|
|
|
(In thousands) |
|
Assets |
|
|
|
|
|
|
|
|
Cash and cash equivalents |
|
$ |
36,382 |
|
|
|
39,824 |
|
Securities available-for-sale, at estimated fair value |
|
|
323,719 |
|
|
|
528,876 |
|
Securities held-to-maturity, net (estimated fair value of
$1,558,560 and $1,695,975 at December 31, 2006
and June 30, 2006, respectively) |
|
|
1,595,238 |
|
|
|
1,763,032 |
|
Loans receivable, net |
|
|
3,274,207 |
|
|
|
2,960,583 |
|
Loans held-for-sale |
|
|
3,589 |
|
|
|
974 |
|
Stock in the Federal Home Loan Bank |
|
|
40,545 |
|
|
|
46,125 |
|
Accrued interest receivable |
|
|
22,435 |
|
|
|
21,053 |
|
Office properties and equipment, net |
|
|
27,310 |
|
|
|
27,911 |
|
Net deferred tax asset |
|
|
35,448 |
|
|
|
28,176 |
|
Bank owned life insurance contract |
|
|
86,186 |
|
|
|
78,903 |
|
Other assets |
|
|
1,960 |
|
|
|
1,789 |
|
|
|
|
|
|
|
|
Total assets |
|
$ |
5,447,019 |
|
|
|
5,497,246 |
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities: |
|
|
|
|
|
|
|
|
Deposits |
|
$ |
3,451,066 |
|
|
|
3,302,043 |
|
Borrowed funds |
|
|
1,046,725 |
|
|
|
1,245,740 |
|
Advance payments by borrowers for taxes and insurance |
|
|
14,591 |
|
|
|
15,337 |
|
Other liabilities |
|
|
33,342 |
|
|
|
33,939 |
|
|
|
|
|
|
|
|
Total liabilities |
|
|
4,545,724 |
|
|
|
4,597,059 |
|
|
|
|
|
|
|
|
Stockholders equity: |
|
|
|
|
|
|
|
|
Preferred stock, $0.01 par value, 50,000,000 authorized shares;
none issued |
|
|
|
|
|
|
|
|
Common stock, $0.01 par value, 200,000,000 shares authorized;
116,275,688 issued; 115,970,059 and 116,275,688 outstanding
at December 31, 2006 and June 30, 2006, respectively |
|
|
532 |
|
|
|
532 |
|
Additional paid-in capital |
|
|
500,962 |
|
|
|
524,962 |
|
Unallocated common stock held by the employee stock
ownership plan |
|
|
(39,705 |
) |
|
|
(40,414 |
) |
Treasury stock, at cost; 305,629 shares at December 31, 2006 |
|
|
(4,769 |
) |
|
|
|
|
Retained earnings |
|
|
447,856 |
|
|
|
426,233 |
|
Accumulated other comprehensive loss: |
|
|
|
|
|
|
|
|
Net unrealized loss on securities available for sale, net of tax |
|
|
(3,213 |
) |
|
|
(10,758 |
) |
Minimum pension liability, net of tax |
|
|
(368 |
) |
|
|
(368 |
) |
|
|
|
|
|
|
|
|
|
|
(3,581 |
) |
|
|
(11,126 |
) |
|
|
|
|
|
|
|
Total stockholders equity |
|
|
901,295 |
|
|
|
900,187 |
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity |
|
$ |
5,447,019 |
|
|
|
5,497,246 |
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
1
INVESTORS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Operations
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months |
|
|
For the Six Months |
|
|
|
Ended December 31, |
|
|
Ended December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
(Dollars in thousands, except per share data) |
|
Interest and dividend income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable and loans held-for-sale |
|
$ |
44,126 |
|
|
|
29,827 |
|
|
|
86,038 |
|
|
|
56,377 |
|
Securities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Government-sponsored enterprise obligations |
|
|
1,339 |
|
|
|
2,490 |
|
|
|
2,678 |
|
|
|
4,164 |
|
Mortgage-backed securities |
|
|
20,649 |
|
|
|
24,680 |
|
|
|
42,702 |
|
|
|
50,664 |
|
Equity securities available-for-sale |
|
|
472 |
|
|
|
455 |
|
|
|
927 |
|
|
|
910 |
|
Municipal bonds and other debt |
|
|
2,412 |
|
|
|
1,701 |
|
|
|
4,818 |
|
|
|
2,415 |
|
Interest-bearing deposits |
|
|
222 |
|
|
|
1,658 |
|
|
|
391 |
|
|
|
2,491 |
|
Repurchase agreements |
|
|
|
|
|
|
351 |
|
|
|
|
|
|
|
613 |
|
Federal Home Loan Bank stock |
|
|
753 |
|
|
|
763 |
|
|
|
1,450 |
|
|
|
1,491 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest and dividend income |
|
|
69,973 |
|
|
|
61,925 |
|
|
|
139,004 |
|
|
|
119,125 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits |
|
|
34,044 |
|
|
|
23,055 |
|
|
|
64,794 |
|
|
|
44,771 |
|
Secured borrowings |
|
|
14,935 |
|
|
|
11,141 |
|
|
|
30,749 |
|
|
|
22,059 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense |
|
|
48,979 |
|
|
|
34,196 |
|
|
|
95,543 |
|
|
|
66,830 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
20,994 |
|
|
|
27,729 |
|
|
|
43,461 |
|
|
|
52,295 |
|
Provision for loan losses |
|
|
100 |
|
|
|
100 |
|
|
|
325 |
|
|
|
200 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income after provision
for loan losses |
|
|
20,894 |
|
|
|
27,629 |
|
|
|
43,136 |
|
|
|
52,095 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest (loss) income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fees and service charges |
|
|
659 |
|
|
|
669 |
|
|
|
1,319 |
|
|
|
1,288 |
|
Income on bank owned life insurance contract |
|
|
924 |
|
|
|
1,257 |
|
|
|
1,719 |
|
|
|
1,130 |
|
(Loss) gain on sales of mortgage loans, net |
|
|
(129 |
) |
|
|
62 |
|
|
|
(46 |
) |
|
|
139 |
|
Loss on securities transactions |
|
|
(3,666 |
) |
|
|
|
|
|
|
(3,666 |
) |
|
|
|
|
Gain on sale of other real estate owned, net |
|
|
|
|
|
|
5 |
|
|
|
|
|
|
|
5 |
|
Other non-interest income |
|
|
21 |
|
|
|
21 |
|
|
|
42 |
|
|
|
41 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest (loss) income |
|
|
(2,191 |
) |
|
|
2,014 |
|
|
|
(632 |
) |
|
|
2,603 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest expense: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Compensation and fringe benefits |
|
|
12,258 |
|
|
|
10,987 |
|
|
|
22,701 |
|
|
|
20,627 |
|
Advertising and promotional expense |
|
|
858 |
|
|
|
483 |
|
|
|
1,758 |
|
|
|
1,086 |
|
Office occupancy and equipment expense |
|
|
2,515 |
|
|
|
2,625 |
|
|
|
4,938 |
|
|
|
5,269 |
|
Federal insurance premiums |
|
|
108 |
|
|
|
109 |
|
|
|
218 |
|
|
|
218 |
|
Stationery, printing, supplies and telephone |
|
|
380 |
|
|
|
416 |
|
|
|
773 |
|
|
|
908 |
|
Legal, audit, accounting, and supervisory examination fees |
|
|
257 |
|
|
|
450 |
|
|
|
1,032 |
|
|
|
799 |
|
Data processing service fees |
|
|
972 |
|
|
|
929 |
|
|
|
1,908 |
|
|
|
1,816 |
|
Contribution to charitable foundation |
|
|
|
|
|
|
20,651 |
|
|
|
|
|
|
|
20,651 |
|
Other operating expenses |
|
|
899 |
|
|
|
912 |
|
|
|
2,006 |
|
|
|
1,787 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-interest expense |
|
|
18,247 |
|
|
|
37,562 |
|
|
|
35,334 |
|
|
|
53,161 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income tax (benefit) expense |
|
|
456 |
|
|
|
(7,919 |
) |
|
|
7,170 |
|
|
|
1,537 |
|
Income tax (benefit) expense |
|
|
(11,564 |
) |
|
|
(2,980 |
) |
|
|
(9,201 |
) |
|
|
515 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss) |
|
$ |
12,020 |
|
|
|
(4,939 |
) |
|
|
16,371 |
|
|
|
1,022 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Earnings (loss) per share basic and diluted (1) |
|
$ |
0.11 |
|
|
|
(0.06 |
) |
|
|
0.15 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average shares outstanding (1): |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic |
|
|
111,746,704 |
|
|
|
112,024,104 |
|
|
|
111,783,846 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted |
|
|
111,748,993 |
|
|
|
112,024,104 |
|
|
|
111,783,846 |
|
|
|
N/A |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Earnings per share and weighted average shares for 2005 are from date of initial stock offering. |
See accompanying notes to consolidated financial statements.
2
INVESTORS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Stockholders Equity
Six months ended December 31, 2006 and 2005
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated other |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
comprehensive loss |
|
|
|
|
|
|
|
|
|
|
Additional |
|
|
Unallocated |
|
|
|
|
|
|
|
|
|
|
Unrealized |
|
|
Minimum |
|
|
Total |
|
|
|
Common |
|
|
paid-in |
|
|
Common Stock |
|
|
Treasury |
|
|
Retained |
|
|
gain (loss) on |
|
|
pension |
|
|
stockholders' |
|
|
|
stock |
|
|
capital |
|
|
Held by ESOP |
|
|
stock |
|
|
earnings |
|
|
securities |
|
|
liability |
|
|
equity |
|
|
|
(In thousands) |
|
Balance at June 30, 2005 |
|
$ |
|
|
|
|
25 |
|
|
|
|
|
|
|
|
|
|
|
411,219 |
|
|
|
(2,316 |
) |
|
|
(1,101 |
) |
|
|
407,827 |
|
Comprehensive loss: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,022 |
|
|
|
|
|
|
|
|
|
|
|
1,022 |
|
Unrealized loss on securities available-
for-sale, net of tax benefit of $3,675 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(5,598 |
) |
|
|
|
|
|
|
(5,598 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive loss |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4,576 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sale of 53,175,907 shares of common
stock in the initial public offering
and issuance of 63,099,781 shares to
the mutual holding company |
|
|
532 |
|
|
|
524,642 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
525,174 |
|
Purchase of common stock by the ESOP |
|
|
|
|
|
|
|
|
|
|
(42,541 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(42,541 |
) |
Allocation of ESOP stock |
|
|
|
|
|
|
84 |
|
|
|
1,418 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,502 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2005 |
|
$ |
532 |
|
|
|
524,751 |
|
|
|
(41,123 |
) |
|
|
|
|
|
|
412,241 |
|
|
|
(7,914 |
) |
|
|
(1,101 |
) |
|
|
887,386 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at June 30, 2006 |
|
$ |
532 |
|
|
|
524,962 |
|
|
|
(40,414 |
) |
|
|
|
|
|
|
426,233 |
|
|
|
(10,758 |
) |
|
|
(368 |
) |
|
|
900,187 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive income: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
16,371 |
|
|
|
|
|
|
|
|
|
|
|
16,371 |
|
Unrealized gain on securities available-
for-sale, net of tax expense of $6,210 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
9,496 |
|
|
|
|
|
|
|
9,496 |
|
Reclassification adjustment for losses on
securities transactions included in net
income, net of tax benefit of $1,347 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,951 |
) |
|
|
|
|
|
|
(1,951 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total comprehensive income |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
23,916 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cummulative effect of change
in accounting principle |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
5,564 |
|
|
|
|
|
|
|
|
|
|
|
5,564 |
|
Purchase of treasury stock (1,972,588 shares) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,502 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(30,502 |
) |
Treasury stock allocated to restricted stock plan |
|
|
|
|
|
|
(25,421 |
) |
|
|
|
|
|
|
25,733 |
|
|
|
(312 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
Compensation cost for stock options and restricted stock |
|
|
|
|
|
|
1,096 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,096 |
|
Allocation of ESOP stock |
|
|
|
|
|
|
325 |
|
|
|
709 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,034 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at December 31, 2006 |
|
$ |
532 |
|
|
|
500,962 |
|
|
|
(39,705 |
) |
|
|
(4,769 |
) |
|
|
447,856 |
|
|
|
(3,213 |
) |
|
|
(368 |
) |
|
|
901,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See accompanying notes to consolidated financial statements.
3
INVESTORS BANCORP, INC. AND SUBSIDIARY
Consolidated Statements of Cash Flows
(Unaudited)
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended |
|
|
|
December 31, |
|
|
|
2006 |
|
|
2005 |
|
|
|
(In thousands) |
|
Cash flows from operating activities: |
|
|
|
|
|
|
|
|
Net income |
|
$ |
16,371 |
|
|
|
1,022 |
|
Adjustments to reconcile net income to net cash provided by operating activities: |
|
|
|
|
|
|
|
|
Contribution of stock to charitable foundation |
|
|
|
|
|
|
15,488 |
|
ESOP and stock-based compensation expense |
|
|
2,130 |
|
|
|
1,502 |
|
Amortization of premiums and accretion of discounts on securities, net |
|
|
891 |
|
|
|
395 |
|
Provision for loan losses |
|
|
325 |
|
|
|
200 |
|
Depreciation and amortization of office properties and equipment |
|
|
1,453 |
|
|
|
1,555 |
|
Loss on securities transactions |
|
|
3,666 |
|
|
|
|
|
Mortgage loans originated for sale |
|
|
(21,833 |
) |
|
|
(13,270 |
) |
Proceeds from mortgage loan sales |
|
|
19,411 |
|
|
|
15,420 |
|
Loss (gain) on sales of mortgage loans, net |
|
|
46 |
|
|
|
(139 |
) |
Increase in bank owned life insurance contract |
|
|
(1,719 |
) |
|
|
(1,130 |
) |
Increase in accrued interest receivable |
|
|
(1,382 |
) |
|
|
(1,211 |
) |
Deferred tax benefit |
|
|
(12,135 |
) |
|
|
(2,484 |
) |
(Increase) decrease in other assets |
|
|
(171 |
) |
|
|
343 |
|
Decrease in other liabilities |
|
|
(597 |
) |
|
|
(2,258 |
) |
|
|
|
|
|
|
|
Total adjustments |
|
|
(9,915 |
) |
|
|
14,411 |
|
|
|
|
|
|
|
|
Net cash provided by operating activities |
|
|
6,456 |
|
|
|
15,433 |
|
|
|
|
|
|
|
|
Cash flows from investing activities: |
|
|
|
|
|
|
|
|
Originations of loans |
|
|
(132,025 |
) |
|
|
(229,908 |
) |
Purchases of loans |
|
|
(371,575 |
) |
|
|
(388,650 |
) |
Payments on loans |
|
|
189,412 |
|
|
|
188,680 |
|
Purchases of mortgage-backed securities held-to-maturity |
|
|
(8,933 |
) |
|
|
(24,865 |
) |
Purchases of debt securities held-to-maturity |
|
|
(3,500 |
) |
|
|
(333,406 |
) |
Proceeds from paydowns/maturities on mortgage-backed
securities held-to-maturity |
|
|
154,410 |
|
|
|
294,856 |
|
Proceeds from calls/maturities on debt securities held-to-maturity |
|
|
1,639 |
|
|
|
225,167 |
|
Proceeds from paydowns/maturities on mortgage-backed
securities available-for-sale |
|
|
53,132 |
|
|
|
76,082 |
|
Proceeds from sale of mortgage-backed securities held-to-maturity |
|
|
22,942 |
|
|
|
|
|
Proceeds from sale of mortgage-backed securities available-for-sale |
|
|
161,112 |
|
|
|
|
|
Proceeds from redemptions of Federal Home Loan Bank stock |
|
|
22,230 |
|
|
|
51,836 |
|
Purchases of Federal Home Loan Bank stock |
|
|
(16,650 |
) |
|
|
(43,427 |
) |
Purchases of office properties and equipment |
|
|
(852 |
) |
|
|
(572 |
) |
|
|
|
|
|
|
|
Net cash provided by investing activities |
|
|
71,342 |
|
|
|
(184,207 |
) |
|
|
|
|
|
|
|
Cash flows from financing activities: |
|
|
|
|
|
|
|
|
Net increase in deposits |
|
|
149,023 |
|
|
|
29,626 |
|
Net proceeds from sale of common stock |
|
|
|
|
|
|
509,686 |
|
Loan to ESOP |
|
|
|
|
|
|
(42,541 |
) |
Net (decrease) increase in funds borrowed under short-term repurchase agreements |
|
|
(250,000 |
) |
|
|
40,000 |
|
Proceeds from funds borrowed under other repurchase agreements |
|
|
260,000 |
|
|
|
|
|
Repayments of funds borrowed under other repurchase agreements |
|
|
(235,000 |
) |
|
|
(515,000 |
) |
Net increase in Federal Home Loan Bank advances |
|
|
25,985 |
|
|
|
101,486 |
|
Net (decrease) increase in advance payments by borrowers for taxes and insurance |
|
|
(746 |
) |
|
|
114 |
|
Purchase of treasury stock |
|
|
(30,502 |
) |
|
|
|
|
|
|
|
|
|
|
|
Net cash (used in) provided by financing activities |
|
|
(81,240 |
) |
|
|
123,371 |
|
|
|
|
|
|
|
|
Net (decrease) increase in cash and cash equivalents |
|
|
(3,442 |
) |
|
|
(45,403 |
) |
Cash and cash equivalents at beginning of period |
|
|
39,824 |
|
|
|
81,329 |
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of period |
|
$ |
36,382 |
|
|
|
35,926 |
|
|
|
|
|
|
|
|
Supplemental cash flow information: |
|
|
|
|
|
|
|
|
Cash paid during the period for: |
|
|
|
|
|
|
|
|
Interest |
|
|
96,104 |
|
|
|
69,560 |
|
Income taxes |
|
|
7,615 |
|
|
|
400 |
|
See accompanying notes to consolidated financial statements.
4
INVESTORS BANCORP, INC. AND SUBSIDIARY
Notes to Consolidated Financial Statements |
1. Basis of Presentation
The consolidated financial statements are composed of the accounts of Investors Bancorp, Inc. and
its wholly owned subsidiary, Investors Savings Bank (Bank) (collectively, the Company) and the
Banks wholly-owned significant subsidiaries, ISB Mortgage Company LLC and ISB Asset Corporation.
In the opinion of management, all the adjustments (consisting of normal and recurring adjustments)
necessary for the fair presentation of the consolidated financial condition and the consolidated
results of operations for the unaudited periods presented have been included. The results of
operations and other data presented for the three and six month periods ended
December 31, 2006 are not necessarily indicative of the results of operations that may be expected
for the fiscal year ending June 30, 2007.
Certain information and note disclosures usually included in financial statements prepared in
accordance with U.S. generally accepted accounting principles have been condensed or omitted
pursuant to the rules and regulations of the Securities and Exchange Commission (SEC) for the
preparation of the Form 10-Q. The consolidated financial statements presented should be read in
conjunction with Companys audited consolidated financial statements and notes to consolidated
financial statements included in the Companys June 30, 2006 Annual Report on Form 10-K.
2. Bank Owned Life Insurance
In September 2006, the Financial Accounting Standards Board (FASB) Emerging Issues Task Force
(EITF) reached a consensus on EITF Issue No. 06-5, Accounting for Purchases of Life Insurance
Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4
to address diversity in practice with respect to the calculation of the amount that could be
realized. The EITF reached a consensus that a policyholder should consider any additional amounts,
such as deferred acquisition costs (DAC) and claims stabilization reserves (CSR), in
determining the amount that could be realized under the insurance contract and therefore recognized
as an asset. The EITF also agreed that fixed amounts that are recoverable by the policyholder in
future periods in excess of one year from the surrender of the policy should be recognized at their
present value. The consensus is effective for fiscal years beginning after December 15, 2006.
Earlier adoption is permitted as of the beginning of a fiscal year for periods in which interim or
annual financial statements have not yet been issued. The Company elected early adoption of the new
accounting standard as of July 1, 2006.
The Companys guaranteed DAC and CSR balances represent amounts that could be realized under its
group insurance contract, in accordance with the EITF consensus. Accordingly, the Company recorded
an asset of $5.6 million for the guaranteed DAC and CSR balances, through a cumulative effect
adjustment to retained earnings due to a change in accounting principle, in the quarter ended
September 30, 2006.
The Companys insurance contract provides that, upon full and complete surrender of all outstanding
certificates under the group policy held by the Company, the carriers repayment of the DAC and CSR
would be guaranteed if certain conditions are met at the time of surrender. The conditions that
must be met at the time of surrender to obtain repayment of the DAC and CSR are as follows: (i) the
Company must hold harmless and absolve the carrier from payment
5
of all incurred but not reported
claims; (ii) the Company must be a well capitalized institution under the regulatory capital
rules; (iii) the Company cannot be transacting a non-taxable policy exchange as defined in the
Internal Revenue Code; and (iv) the Company cannot have undergone a change in control (as
defined) within 30 months prior to payment of the CSR. If these conditions have been met, the
terms of the guarantee provide that (i) the CSR will be paid in full six months after full
surrender of the policy, and (ii) future payments of the DAC will continue to be made in accordance
with the terms of the insurance contract (generally based on a predetermined payment schedule over
a period of 11 years from the date of original purchase). The Company has continuously satisfied
the conditions of the guarantee, and management believes it is probable that the conditions will
continue to be satisfied for the foreseeable future. Absent a full surrender of the policy, the
guaranteed amounts are expected to be realized through the passage of time (in the case of the DAC)
or the collection of future death benefit claims (in the case of the CSR).
3. Earnings (Loss) Per Share
The following is a summary of our earnings (loss) per share calculations and reconciliation of
basic to diluted earnings per share.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Three Months Ended December 31, |
|
|
|
2006 |
|
|
2005 (1) |
|
|
|
|
|
|
|
|
|
|
|
Per Share |
|
|
|
|
|
|
|
|
|
|
Per Share |
|
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
Loss |
|
|
Shares |
|
|
Amount |
|
|
|
(Dollars in thousands, except per share data) |
|
Net Income (loss) |
|
$ |
12,020 |
|
|
|
|
|
|
|
|
|
|
$ |
(4,939 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) attributable to common
stockholders |
|
$ |
12,020 |
|
|
|
111,746,704 |
|
|
$ |
0.11 |
|
|
$ |
(6,625 |
) |
|
|
112,024,104 |
|
|
$ |
(0.06 |
) |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive common stock
equivalents |
|
|
|
|
|
|
2,289 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income attributable to common
stockholders |
|
$ |
12,020 |
|
|
|
111,748,993 |
|
|
$ |
0.11 |
|
|
$ |
|
|
|
|
112,024,104 |
|
|
$ |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
Loss attributable to common stockholders and weighted average shares for 2005 are from
date of initial stock offering. |
6
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For the Six Months Ended December 31, |
|
|
|
2006 |
|
|
|
|
|
|
|
|
|
|
|
Per Share |
|
|
|
Income |
|
|
Shares |
|
|
Amount |
|
|
|
(Dollars in thousands, except per share data) |
|
Net Income |
|
$ |
16,371 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Income attributable to
common stockholders |
|
$ |
16,371 |
|
|
|
111,783,846 |
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effect of dilutive common stock
equivalents |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted earnings per share: |
|
|
|
|
|
|
|
|
|
|
|
|
Income attributable to
common stockholders |
|
$ |
16,371 |
|
|
|
111,783,846 |
|
|
$ |
0.15 |
|
|
|
|
|
|
|
|
|
|
|
4. Loans Receivable, Net
Loans receivable, net are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
June 30, |
|
|
|
2006 |
|
|
2006 |
|
|
|
(In thousands) |
|
Residential mortgage loans |
|
$ |
2,938,307 |
|
|
|
2,666,559 |
|
Multi-family and commercial |
|
|
83,161 |
|
|
|
76,976 |
|
Construction loans |
|
|
83,793 |
|
|
|
65,459 |
|
Consumer and other loans |
|
|
154,854 |
|
|
|
139,336 |
|
|
|
|
|
|
|
|
Total loans |
|
|
3,260,115 |
|
|
|
2,948,330 |
|
|
|
|
|
|
|
|
Premiums on purchased loans |
|
|
22,416 |
|
|
|
20,327 |
|
Deferred loan fees, net |
|
|
(1,798 |
) |
|
|
(1,734 |
) |
Allowance for loan losses |
|
|
(6,526 |
) |
|
|
(6,340 |
) |
|
|
|
|
|
|
|
|
|
$ |
3,274,207 |
|
|
|
2,960,583 |
|
|
|
|
|
|
|
|
5. Deposits
Deposits are summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
December 31, |
|
|
June 30, |
|
|
|
2006 |
|
|
2006 |
|
|
|
(In thousands) |
|
Savings accounts |
|
$ |
257,994 |
|
|
|
226,245 |
|
Checking accounts |
|
|
340,308 |
|
|
|
349,014 |
|
Money market accounts |
|
|
178,321 |
|
|
|
212,200 |
|
|
|
|
|
|
|
|
Total core deposits |
|
|
776,623 |
|
|
|
787,459 |
|
Certificates of deposit |
|
|
2,674,443 |
|
|
|
2,514,584 |
|
|
|
|
|
|
|
|
|
|
$ |
3,451,066 |
|
|
|
3,302,043 |
|
|
|
|
|
|
|
|
7
6. Equity Incentive Plan
At the annual meeting held on October 24, 2006, stockholders of the Company approved the Investors
Bancorp, Inc. 2006 Equity Incentive Plan. On November 20, 2006, certain officers and employees and
a service vendor of the Company were granted in aggregate 2,790,000 stock options and 1,120,000
shares of restricted stock, and non-employee directors received in aggregate 1,367,401 stock
options and 546,959 shares of restricted stock. On December 1, 2006, certain officers and employees
of the Company were granted a total of 290,000 options. The Company adopted Statement of Financial
Accounting Standards (SFAS) No. 123R, Share-Based Payments, upon approval of the Plan, and
began to expense the fair value of all share-based compensation granted over the requisite service
periods.
SFAS No. 123R also requires the Company to realize as a financing cash flow rather than an
operating cash flow, as previously required, the benefits of realized tax deductions in
excess of previously recognized tax benefits on compensation expense. In accordance with SEC
Staff Accounting Bulletin (SAB) No. 107, the Company classified share-based compensation for
employees and outside directors within compensation and fringe benefits in the consolidated
statement of operations to correspond with the same line item as the cash compensation paid.
Stock options generally vest over a five-year service period. Management recognizes compensation
expense for all option grants over the awards respective requisite service periods. Management
estimated the fair values of all option grants using the Black-Scholes option-pricing model. Since
there is limited historical information on the volatility of the Companys stock, management also
considered the average volatilities of similar entities for an appropriate period in determining
the assumed volatility rate used in the estimation of fair value. Management estimated the expected
life of the options using the simplified method allowed under SAB 107. The 7-year Treasury yield in
effect at the time of the grant provides the risk-free rate for periods within the contractual life
of the option. Management recognizes compensation expense for the fair values of these awards,
which have graded vesting, on a straight-line basis over the requisite service period of the
awards.
Restricted shares generally vest over a five- year service period. The product of the number of
shares granted and the grant date market price of the Companys common stock determine the fair
value of restricted shares under the Companys restricted stock plans. Management recognizes
compensation expense for the fair value of restricted shares on a straight-line basis over the
requisite service period.
During the three and six months ended December 31, 2006, the Company recorded $1.1 million of
share-based compensation expense, comprised of stock option expense of $462,000 and restricted
stock expense of $634,000. The Company estimates it will record an additional $4.7 million of
share-based compensation expense during the remainder of fiscal 2007.
8
The following is a summary of the Companys stock option activity and related information for its
option plans for the six months ended December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
|
|
|
|
|
|
Weighted |
|
Average |
|
Aggregate |
|
|
Number of |
|
Average |
|
Remaining |
|
Intrinsic |
|
|
Stock Options |
|
Exercise Price |
|
Contractual Life |
|
Value |
Outstanding at June 30, 2006 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Granted |
|
|
4,447,401 |
|
|
$ |
15.26 |
|
|
|
|
|
|
|
|
|
Exercised |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2006 |
|
|
4,447,401 |
|
|
$ |
15.26 |
|
|
9.9 years |
|
$ |
2,090,278 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Exercisable at December 31, 2006 |
|
|
|
|
|
|
|
|
|
|
N/A |
|
|
|
N/A |
|
The following is a summary of the status of the Companys non-vested options as of December
31, 2006 and changes during the six months ended December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted |
|
|
Number of |
|
Average |
|
|
Stock |
|
Grant Date |
|
|
Options |
|
Fair Value |
Non-vested at June 30, 2006 |
|
|
|
|
|
|
|
|
Granted |
|
|
4,447,401 |
|
|
$ |
4.17 |
|
Exercised |
|
|
|
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at December 31, 2006 |
|
|
4,447,401 |
|
|
$ |
4.17 |
|
|
|
|
|
|
|
|
|
|
Expected future compensation expense relating to the 4.4 million non-vested options
outstanding as of December 31, 2006 is $18.1 million over a weighted average period of 4.9 years.
Upon exercise of vested options, management expects to draw on treasury stock as the source of the
shares. In September 2006, the Company announced a stock repurchase plan to acquire up to 5,317,590
shares, commencing on October 12, 2006.
9
The following is a summary of the status of the Companys restricted shares as of December 31, 2006
and changes during the six months ended December 31, 2006:
|
|
|
|
|
|
|
|
|
|
|
Number of |
|
Weighted |
|
|
Stock |
|
Average |
|
|
Awards |
|
Grant Date |
|
|
Shares |
|
Fair Value |
Non-vested at June 30, 2006 |
|
|
|
|
|
|
|
|
Granted |
|
|
1,666,959 |
|
|
$ |
15.25 |
|
Vested |
|
|
|
|
|
|
|
|
Forfeited |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-vested at December 31, 2006 |
|
|
1,666,959 |
|
|
$ |
15.25 |
|
|
|
|
|
|
|
|
|
|
Expected future compensation expense relating to the 1.7 million restricted shares at December
31, 2006 is $24.8 million over a weighted average period of 4.9 years.
7. Income Taxes
A deferred tax asset is recognized for the estimated future tax effects attributable to temporary
differences and carryforwards. The measurement of deferred tax assets is reduced by the amount of
any tax benefits that, based on available evidence, are more likely than not to be realized. On a
quarterly basis the Company assesses the realizability of its deferred tax assets. During the
three months ended December 31, 2006, the Company performed an assessment of its ability to realize
certain deferred tax assets and concluded that, based on current facts and circumstances a portion
of the associated valuation allowance was no longer required. Those facts and circumstances
included but were not limited to the projected amount of taxable income the Company and its
subsidiaries are expected to generate in future years, the Companys ability to generate capital
gains, and the discontinuation of the Companys REITs operations. As a result, the Company
recognized a deferred tax benefit of $10.7 million during the second fiscal quarter primarily
related to the reversal of the previously established deferred tax asset valuation allowance. The
reversal includes the recognition of tax benefits associated with state net operating loss carry
forwards and minimum tax assessment ($11.8 million) and a portion of the Companys capital losses
related to the sale of equity securities ($163,000). This benefit was partially offset by an
additional valuation allowance established for the contribution to the foundation ($1.2 million).
10
The following table presents a reconciliation between the actual income tax expense (benefit) and
the expected amount computed using the applicable statutory federal income tax rate of 35% as
follows:
|
|
|
|
|
|
|
|
|
|
|
For the Three |
|
|
For the Six |
|
|
|
Months ended |
|
|
Months ended |
|
|
|
December 31, 2006 |
|
|
December 31, 2006 |
|
|
|
(In thousands) |
|
Expected federal income tax expense |
|
$ |
160 |
|
|
$ |
2,510 |
|
Change in valuation allowance for
deferred tax assets Federal and State |
|
|
(10,717 |
) |
|
|
(10,717 |
) |
Other State tax benefit, net |
|
|
(663 |
) |
|
|
(315 |
) |
Bank owned life insurance |
|
|
(323 |
) |
|
|
(602 |
) |
Dividend received deduction |
|
|
(116 |
) |
|
|
(227 |
) |
Other |
|
|
95 |
|
|
|
150 |
|
|
|
|
|
|
|
|
Total income tax benefit |
|
$ |
(11,564 |
) |
|
$ |
(9,201 |
) |
|
|
|
|
|
|
|
8. Net Periodic Benefit Plans Expense
The Company has a Supplemental Employee Retirement Plan (SERP). The SERP is a nonqualified, defined
benefit plan which provides benefits to all employees of the Company if their benefits and/or
contributions under the pension plan are limited by the Internal Revenue Code. The Company also has
a nonqualified, defined benefit plan which provides benefits to its directors. The SERP and the
directors plan are unfunded and the costs of the plans are recognized over the period that
services are provided.
The Company also provides (i) health care benefits to retired employees hired prior to April 1,
1991 who attained at least ten years of service and (ii) certain life insurance benefits to all
retired employees. Accordingly, the Company accrues the cost of retiree health care and other
benefits during the employees period of active service.
The components of net periodic benefit expense are as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Three months ended December 31, |
|
|
|
SERP and Directors Plan |
|
|
Other Benefits |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
(In thousands) |
|
Service cost |
|
|
313 |
|
|
|
345 |
|
|
|
44 |
|
|
|
49 |
|
Interest cost |
|
|
240 |
|
|
|
200 |
|
|
|
132 |
|
|
|
124 |
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transition obligation |
|
|
|
|
|
|
|
|
|
|
50 |
|
|
|
50 |
|
Prior service cost |
|
|
47 |
|
|
|
47 |
|
|
|
|
|
|
|
|
|
Net loss |
|
|
40 |
|
|
|
81 |
|
|
|
|
|
|
|
24 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net periodic
benefit expense |
|
$ |
640 |
|
|
|
673 |
|
|
$ |
226 |
|
|
|
247 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Six months ended December 31, |
|
|
|
SERP and Directors Plan |
|
|
Other Benefits |
|
|
|
2006 |
|
|
2005 |
|
|
2006 |
|
|
2005 |
|
|
|
(In thousands) |
|
Service cost |
|
|
627 |
|
|
|
691 |
|
|
|
88 |
|
|
|
98 |
|
Interest cost |
|
|
479 |
|
|
|
400 |
|
|
|
264 |
|
|
|
249 |
|
Amortization of: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Transition obligation |
|
|
|
|
|
|
|
|
|
|
100 |
|
|
|
100 |
|
Prior service cost |
|
|
94 |
|
|
|
93 |
|
|
|
|
|
|
|
|
|
Net loss |
|
|
79 |
|
|
|
163 |
|
|
|
|
|
|
|
47 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total net periodic
benefit expense |
|
$ |
1,279 |
|
|
|
1,347 |
|
|
$ |
452 |
|
|
|
494 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due to the unfunded nature of these plans, no contributions are expected to be made to the
SERP and Directors plans and Other Benefits plan in fiscal year 2007.
The Company also maintains a defined benefit pension plan. Since it is a multiemployer plan, costs
of the pension plan are based on contributions required to be made to the pension plan. We did not
contribute to the defined benefit pension plan during the first six months of fiscal year 2007. We
anticipate contributing funds to the plan during fiscal 2007 to meet any minimum funding
requirements.
9. Stock Repurchase Program
On September 25, 2006, the Company announced that its Board of Directors authorized a stock
repurchase plan to acquire up to 10% of its publicly-held outstanding shares of common stock, or
5,317,590 shares, commencing October 12, 2006. During the quarter ended December 31, 2006, the
Company purchased 1,972,588 shares at a cost of $30,502,000, or approximately $15.46 per share.
Under our stock repurchase program, shares of Investors Bancorp, Inc. common stock may be purchased
in the open market and through other privately negotiated transactions, from time to time,
depending on market conditions. Of the 1,972,588 shares purchased, 1,669,959 shares were allocated
to fund the restricted stock portion of the Companys 2006 Equity Incentive Plan. The remaining
shares are held for general corporate use.
10. Recent Accounting Pronouncements
In February 2006, the FASB issued Statement of Financial Accounting Standards (SFAS) No. 155,
Accounting for Certain Hybrid Financial Instruments an amendment of FASB Statements No. 133 and
140. SFAS No. 155 allows an entity to re-measure at fair value a hybrid financial instrument that
contains an embedded derivative that otherwise would require bifurcation from the host, if the
holder irrevocably elects to account for the whole instrument on a fair value basis. Subsequent
changes in the fair value would be recognized in earnings. Statement 155 is effective for
financial instruments acquired or issued after the beginning of an entitys first fiscal year that
begins after September 15, 2006, with earlier adoption permitted. The Company does not expect the
adoption of Statement No. 155 to have a material impact on its financial statements.
In June 2006, the FASB issued Interpretation No. 48, Accounting for Uncertainty in Income Taxes.
The Interpretation clarifies the accounting for uncertainty in income taxes recognized in an
enterprises financial statements in accordance with SFAS No. 109, Accounting for Income Taxes.
This Interpretation presents a recognition threshold and measurement attribute for the
12
financial statement recognition and measurement of a tax position taken or expected to be
taken in a tax return. The Interpretation is effective for fiscal years beginning after December
15, 2006. The Company does not expect the adoption of Interpretation No. 48 to have a material
impact on its financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. This Statement defines
fair value, establishes a framework for measuring fair value in accordance with generally accepted
accounting principles, and expands disclosures about fair value measurements. This Statement
applies to other accounting pronouncements that require or permit fair value measurements, but does
not require any new fair value measurements. The Statement is effective for fiscal years beginning
after November 15, 2007 and interim periods within those fiscal years. The Company does not expect
the adoption of SFAS No. 157 to have a material impact on its financial statements.
In September 2006, FASB issued SFAS No. 158, Employers Accounting for Defined Benefit Pension and
Other Postretirement Plans, which requires employers to recognize on their balance sheets the
funded status of pension and other postretirement benefit plans. For public companies, this
requirement is effective as of the end of the first fiscal year ending after December 15, 2006 (as
of June 30, 2007 for the Company). Statement 158 will also require fiscal-year-end measurements of
plan assets and benefit obligations, eliminating the use of earlier measurement dates currently
permissible. The new measurement-date requirement will not be effective until fiscal years ending
after December 15, 2008. The Statement amends Statements 87, 88, 106 and 132R, but retains most of
their measurement and disclosure guidance and will not change the amounts recognized in the
statement of operations as net periodic benefit cost. The Company is evaluating the effect of SFAS
No. 158 on its financial statements.
In September 2006, the SEC issued Staff Accounting Bulletin No. 108, Considering the Effects of
Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements (SAB
108), to address diversity in practice in quantifying financial statement misstatements. SAB 108
requires that registrants use a dual approach in quantifying misstatements based on their impact on
the financial statements and related disclosures. SAB 108 is effective as of the end of the
Companys 2007 fiscal year, allowing a one-time transitional cumulative effect adjustment to
retained earnings as of July 1, 2006 for misstatements (if any) that were not previously deemed
material, but are material under the guidance in SAB 108. The Company does not expect the
application of SAB 108 to have a material impact on its financial statements.
Item 2. Managements Discussion and Analysis of Financial Condition and Results of Operations
Forward Looking Statements
Certain statements contained herein are not based on historical facts and are forward-looking
statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934. Such forward-looking statements may be identified by reference to
a future period or periods or by the use of forward-looking terminology, such as may, will,
believe, expect, estimate, anticipate, continue, or similar terms or variations on those
terms, or the negative of those terms. Forward-looking statements are subject to numerous risks
and uncertainties, including, but not limited to, those related to the economic environment,
particularly in the market areas in which Investors Bancorp, Inc. (the Company)
13
operates, competitive products and pricing, fiscal and monetary policies of the U.S. Government,
changes in government regulations or interpretations of regulations affecting financial
institutions, changes in prevailing interest rates, acquisitions and the integration of acquired
businesses, credit risk management, asset-liability management, the financial and securities
markets and the availability of and costs associated with sources of liquidity.
The Company wishes to caution readers not to place undue reliance on any such forward-looking
statements, which speak only as of the date made. The Company wishes to advise that the factors
listed above could affect the Companys financial performance and could cause the Companys actual
results for future periods to differ materially from any opinions or statements expressed with
respect to future periods in any current statements. The Company does not undertake and
specifically declines any obligation to publicly release the result of any revisions, which may be
made to any forward-looking statements to reflect events or circumstances after the date of such
statements or to reflect the occurrence of anticipated or unanticipated events.
Executive Summary
Investors Bancorp, Inc. is a Delaware-chartered mid-tier stock holding company whose most
significant business activity is operating Investors Savings Bank. Investors Savings Banks
principal business is attracting retail deposits from the general public and investing those
deposits, together with funds generated from operations, principal repayments on loans and
securities and borrowed funds, primarily in one-to-four family, multi-family and commercial real
estate mortgage loans and construction loans. Our results of operations depend primarily on our net
interest income which is the difference between the interest we earn on our interest-earning assets
and the interest we pay on our interest-bearing liabilities. Our net interest income is primarily
affected by the market interest rate environment, the shape of the U.S. Treasury yield curve, the
timing of the placement of interest-earning assets and interest-bearing liabilities, and the
prepayment rate on our mortgage-related assets. Other factors which may affect our results of
operations are general and local economic and competitive conditions, government policies and
actions of regulatory authorities.
Our business strategy is to operate a well-capitalized and profitable full service community bank
dedicated to providing high quality customer service and competitive products to the communities we
serve. In October 2003 our Board of Directors approved a change in our strategic direction from
one focused on investing in securities, wholesale borrowings and high cost certificates of
deposits, to one more focused on originating loans and attracting core deposits. We remain
committed to this task of originating more loans and attracting more core deposits and expect to
continue to change our asset composition by increasing residential and commercial real estate
mortgage loans and building on the significant loan portfolio growth we have experienced since the
latter part of 2003. We believe this strategy will enhance shareholder value while building a
strong retail banking franchise.
There were a number of significant events in the second quarter of fiscal 2007 that impacted both
our statement of operations and our balance sheet. The current interest rate environment has been a
difficult one for most financial institutions and has had a significant impact on both our net
interest spread and our net interest margin. Our net interest margin decreased to 1.55% and 1.61%
for the three and six month periods ended December 31, 2006, respectively, compared to 2.12% and
2.05% for the three and six month periods ended December 31, 2005, respectively. Our net interest
spread fell to 0.89% and 0.96% for the three and six month periods ended December 31, 2006,
respectively, compared to 1.68% and 1.74% for the three and six month periods ended December 31,
2005, respectively.
14
During the quarter we sold approximately $187.7 million in low yielding mortgage backed securities
and used the proceeds to pay off higher rate wholesale borrowings which resulted in a pretax loss
of $3.7 million. Given the flatness of the yield curve, management determined this was a prudent
transaction which will help to increase both net interest rate spread and net interest margin going
forward. For more information please refer to the Securities section in Comparison of Financial
Condition at December 31, 2006 and June 30, 2006. We also recognized $10.7 million in deferred tax
benefits during the second quarter of fiscal 2007. On a quarterly basis we evaluate our tax
positions, valuation allowances and strategies to determine their appropriateness. This evaluation
coupled with changes enacted by the New Jersey State legislature on the tax treatment of REITs and
other events resulted in the current recognition of additional deferred tax benefits. For a more
detailed discussion see the Deferred Tax Asset section in Comparison of Financial Condition at
December 31, 2006 and June 30, 2006.
The Company also repurchased approximately 2.0 million shares of its common stock at an average
price per share of $15.46 pursuant to its publicly announced repurchase plan of September 25, 2006.
We believe stock repurchases are a prudent use of capital.
At our first annual meeting, our stockholders approved the Companys 2006 Equity Incentive Plan.
During the current quarter, the Company awarded 1,666,959 shares of restricted stock and 4,447,401
share options representing 73% and 78%, respectively, of the total shares authorized for these
purposes under the plan.
Two non performing loans made to a New Jersey based developer caused an increase in non performing
loans for the quarter. Both properties are under contract to be sold and we believe will result in
our loans being paid in full. While we are confident of a favorable resolution, we can not ensure a
successful outcome and therefore placed these loans on non accrual status during the quarter. For a
more detailed discussion see the Net Loans section in Comparison of Financial Condition at
December 31, 2006 and June 30, 2006.
We expect our strategy of adding more retail assets and liabilities to our balance sheet will help
improve earnings when and if the yield curve assumes a more positive slope. In addition, we will
continue to repurchase shares under our board authorized share repurchase program as a means to
manage our capital position.
Comparison of Financial Condition at December 31, 2006 and June 30, 2006
Total Assets. Total assets decreased by $50.2 million, or 0.9%, to $5.45 billion at December 31,
2006 from $5.50 billion at June 30, 2006. This decrease was largely the result of a decrease in
the securities portfolio partially offset by the increase in our loan portfolio.
Securities. Securities, in aggregate, decreased by $373.0 million, or 16.3%, to $1.92 billion at
December 31, 2006, from $2.29 billion at June 30, 2006. This decrease was primarily due to the
sale of securities. During the quarter ended December 31, 2006, the Company sold approximately
$187.7 million in bonds yielding 3.90%, representing 9% of its mortgage-backed securities
portfolio, at a pretax loss of $3.7 million. The proceeds from the sale of these securities were
used to reduce wholesale borrowings costing 5.35%. The majority of the securities ($164.4 million)
sold were classified as available-for-sale with the remaining securities ($23.3 million) being sold
from the held-to-maturity portion of the portfolio. The securities sold
15
from the held-to-maturity portfolio qualified to be sold under SFAS No. 115 because more than 85%
of the securities original face amounts were paid down.
Net Loans. Net loans, including loans held for sale, increased by $316.2 million, or 10.7%, to
$3.28 billion at December 31, 2006 from $2.96 billion at June 30, 2006. This increase in loans
reflects our continued focus on loan originations and purchases. The loans we originate and
purchase are made primarily on properties in New Jersey. To a lesser degree we originate and
purchase loans in states contiguous to New Jersey as a way to geographically diversify our
residential loan portfolio.
We originate residential mortgage loans directly and through our mortgage subsidiary, ISB Mortgage
Co. During the six months ended December 31, 2006 we originated $55.1 million in residential
mortgage loans. In addition, we purchase mortgage loans from correspondent entities including other
banks and mortgage bankers. Our agreements with these correspondent entities require them to
originate loans that adhere to our underwriting standards. During the six months ended December
31, 2006 we purchased loans totaling $307.2 million from these entities. We also purchase pools of
mortgage loans in the secondary market on a bulk purchase basis from several well-established
financial institutions. During the six months ended December 31, 2006, we purchased loans totaling
$64.4 million on a bulk purchase basis.
Additionally, for the six months ended December 31, 2006, we originated $5.9 million in
multi-family and commercial real estate loans and $30.6 million in construction loans. This is
consistent with our strategy of originating multi-family, commercial real estate and construction
loans to diversify our loan portfolio.
The Company also originates interest-only one- to four-family mortgage loans in which the borrower
makes only interest payments for the first five, seven or ten years of the mortgage loan term.
This feature will result in future increases in the borrowers loan repayment when the
contractually required repayments increase due to the required amortization of the principal
amount. These payment increases could affect the borrowers ability to repay the loan. The amount
of interest-only one-to four-family mortgage loans at December 31, 2006 was $298.4 million compared
to $266.5 million at June 30, 2006. The ability of borrowers to repay their obligations are
dependent upon various factors including the borrowers income and net worth, cash flows generated
by the underlying collateral, value of the underlying collateral and priority of the Companys lien
on the property. Such factors are dependent upon various economic conditions and individual
circumstances beyond the Companys control; the Company is, therefore, subject to risk of loss.
The Company maintains stricter underwriting criteria for these interest-only loans than it does for
its amortizing loans. The Company believes these criteria adequately address the increased exposure
to such risks and that adequate provisions for loan losses are provided for all known and inherent
risks.
Total non-performing loans, defined as non-accruing loans, increased by $8.5 million to $11.8
million at December 31, 2006 from $3.3 million at June 30, 2006. This increase is primarily
attributable to two residential construction loans to a New Jersey based developer. Contracts for
sale of the properties are pending. While management is confident of a favorable resolution, it
cannot ensure a successful outcome and therefore placed these loans on non accrual status during
the quarter.
16
The ratio of non-performing loans to total loans was 0.36% at December 31, 2006 compared with 0.11%
at June 30, 2006. The allowance for loan losses as a percentage of non-performing loans was 55.49%
at December 31, 2006 compared with 192.18% at June 30, 2006. At December 31, 2006 our allowance for
loan losses as a percentage of total loans was 0.20% compared to 0.22% at June 30, 2006.
We believe our allowance for loan losses is adequate based on the overall growth in our loan
portfolio, the current level of loan charge-offs, the stability of the New Jersey real estate
market in general, and the performance and stability of our loan portfolio.
Although we believe we have established and maintained an adequate level of allowance for loan
losses, additions may be necessary if future economic conditions differ substantially from the
current operating environment. Although we use the best information available, the level of
allowance for loan losses remains an estimate that is subject to significant judgment and
short-term change. See Critical Accounting Policies.
Deferred Tax Asset. The Companys net deferred tax asset increased by $7.3 million to $35.4
million at December 31, 2006 from $28.2 million at June 30, 2006. This increase is primarily the
result of the reversal of $11.9 million in valuation allowances partially offset by the $1.2
million additional valuation allowance on the contribution to the foundation.
The Company recognizes deferred tax assets equal to the amount of tax benefits that management
believes is more likely than not to be realized. A valuation allowance is recorded when it is more
likely than not that some portion or all or the Companys deferred tax assets will not be realized.
The ultimate realization of the deferred tax assets depends on the ability to generate sufficient
future taxable income of the appropriate character in the appropriate corporate entity and taxing
jurisdiction. Quarterly the Company evaluates its tax posture and strategies to determine the
appropriateness of the valuation allowance.
At June 30, 2006, the Company had a valuation allowance related to the deferred tax assets recorded
for: state net operating loss carryforwards; the state minimum tax assessment; capital loss carry
forwards; and the charitable contribution made to the Investors Savings Bank Charitable Foundation.
The state net operating loss carry forwards and minimum tax assessment arose as a result of our
Real Estate Investment Trust (REIT) which was formed in 1997. Due to recently passed legislation
in the state of New Jersey, the operations of the REIT will be discontinued. There was also a
valuation allowance on our deferred tax assets relating to the capital losses incurred and carried
forward on the sale of certain equity securities in March 2005. Additionally, we had a valuation
allowance for the deferred tax asset relating to our contribution to the Investors Savings Bank
Charitable Foundation.
During the three months ended December 31, 2006, the Company performed an assessment of its ability
to realize the deferred tax assets and concluded that, based on current facts and circumstances, a
portion of the associated valuation allowances were no longer necessary. Those facts and
circumstances include but are not limited to the projected amount of taxable income the Company and
its subsidiaries are expected to generate in future years, the Companys ability to generate
capital gains, and the discontinuation of our REITs operations. As a result, the Company
recognized a deferred tax benefit of $10.7 million during the second fiscal quarter. The benefit
includes the recognition of the benefits from state net operating loss carry forwards and minimum
tax assessment ($11.8 million) and a portion of the capital losses on equity securities
17
($163,000). This was partially offset by an additional valuation allowance on the contribution to
the foundation ($1.2 million).
Bank Owned Life Insurance, Stock in the Federal Home Loan Bank and Other Assets. Bank owned life
insurance increased by $7.3 million from $78.9 million at June 30, 2006 to $86.2 million at
December 31, 2006. This increase was primarily due to adoption of a new accounting principle
related to bank owned life insurance. There was also an increase in accrued interest receivable of
$1.4 million resulting from an increase in the yield on interest-earning assets and the timing of
certain cash flows resulting from the change in the mix of our assets. The amount of stock we own
in the Federal Home Loan Bank (FHLB) decreased by $5.6 million from $46.1 million at June 30, 2006
to $40.5 million at December 31, 2006 as a result of a decrease in our level of borrowings at
December 31, 2006.
Deposits. Deposits increased by $149.0 million, or 4.5%, to $3.45 billion at December 31, 2006 from
$3.30 billion at June 30, 2006. The increase was due primarily to an increase in certificates of
deposits and to a lesser extent, the increase in our savings deposits. This was partially offset
by the decrease in money market accounts and checking accounts. We attribute the increase and shift
in deposits to new products being offered and higher rates on our CDs in response to consumer
demands.
Borrowed Funds. Borrowed funds decreased $199.0 million, or 16.0%, to $1.05 billion at December 31,
2006 from $1.25 billion at June 30, 2006. This decrease in borrowed funds is the result of
utilizing the proceeds from the securities sale to repay higher costing borrowed funds.
Stockholders Equity. Stockholders equity increased $1.1 million to $901.3 million at December
31, 2006 from $900.2 million at June 30, 2006. A number of significant transactions impacted our
stockholders equity: a decrease from the repurchase of our common stock totaling $30.5 million; a
$5.6 million increase in retained earnings due to adoption of the new accounting principle related
to bank owned life insurance; a decrease of $7.5 million in the accumulated other comprehensive
loss; and net income of $16.4 million for the six months ended December 31, 2006. Our book value
per common share increased from $8.02 per share at June 30, 2006 to $8.17 per share at December 31,
2006.
On September 25, 2006 the Company announced its first stock repurchase program and authorized the
repurchase of up to 10% of its publicly-held outstanding shares of common stock, or approximately
5.3 million shares, commencing October 12, 2006. The Company completed its initial public offering
on October 11, 2005, and applicable regulatory restrictions prohibited the repurchase of shares
during the one-year period following the completion of its initial public offering. During the
three month period ended December 31, 2006, the Company repurchased 2.0 million shares of its
common stock at an average cost of $15.46 per share. Under the current stock repurchase program,
3.3 million shares of the 5.3 million shares authorized remain available for repurchase.
Average Balance Sheets for the Three and Six Months ended December 31, 2006 and 2005
The following tables present certain information regarding Investors Bancorp, Inc.s financial
condition and net interest income for the three and six months ended December 31, 2006 and 2005.
The tables present the annualized average yield on interest-earning assets and the annualized
average cost of interest-bearing liabilities. We derived the yields and costs by dividing
annualized income or expense by the average balance of interest-earning assets and
18
interest-bearing liabilities, respectively, for the periods shown. We derived average balances
from daily balances over the periods indicated. Interest income includes fees that we consider
adjustments to yields.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Three Months Ended |
|
|
|
December 31, 2006 |
|
|
December 31, 2005 |
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
Interest |
|
|
Average |
|
|
Outstanding |
|
|
Interest |
|
|
Average |
|
|
|
Balance |
|
|
Earned/Paid |
|
|
Yield/Rate |
|
|
Balance |
|
|
Earned/Paid |
|
|
Yield/Rate |
|
|
|
(Dollars in thousands) |
|
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due from banks |
|
$ |
22,758 |
|
|
$ |
222 |
|
|
|
3.90 |
% |
|
$ |
176,800 |
|
|
$ |
1,658 |
|
|
|
3.75 |
% |
Repurchase agreements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
34,810 |
|
|
|
351 |
|
|
|
4.03 |
% |
Securities available-for-sale |
|
|
470,134 |
|
|
|
5,175 |
|
|
|
4.40 |
% |
|
|
620,622 |
|
|
|
6,554 |
|
|
|
4.22 |
% |
Securities held-to-maturity |
|
|
1,648,891 |
|
|
|
19,697 |
|
|
|
4.78 |
% |
|
|
2,042,733 |
|
|
|
22,772 |
|
|
|
4.46 |
% |
Net loans |
|
|
3,217,045 |
|
|
|
44,126 |
|
|
|
5.49 |
% |
|
|
2,309,963 |
|
|
|
29,827 |
|
|
|
5.16 |
% |
Stock in FHLB |
|
|
45,252 |
|
|
|
753 |
|
|
|
6.66 |
% |
|
|
58,729 |
|
|
|
763 |
|
|
|
5.20 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets |
|
|
5,404,080 |
|
|
|
69,973 |
|
|
|
5.18 |
% |
|
|
5,243,657 |
|
|
|
61,925 |
|
|
|
4.72 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest earning assets |
|
|
154,837 |
|
|
|
|
|
|
|
|
|
|
|
135,011 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
5,558,917 |
|
|
|
|
|
|
|
|
|
|
$ |
5,378,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings |
|
$ |
243,693 |
|
|
|
907 |
|
|
|
1.49 |
% |
|
$ |
374,737 |
|
|
|
830 |
|
|
|
0.89 |
% |
Interest-bearing checking |
|
|
298,288 |
|
|
|
1,790 |
|
|
|
2.40 |
% |
|
|
312,438 |
|
|
|
1,484 |
|
|
|
1.90 |
% |
Money market accounts |
|
|
186,335 |
|
|
|
929 |
|
|
|
1.99 |
% |
|
|
268,122 |
|
|
|
897 |
|
|
|
1.34 |
% |
Certificates of deposit |
|
|
2,633,188 |
|
|
|
30,418 |
|
|
|
4.62 |
% |
|
|
2,397,206 |
|
|
|
19,844 |
|
|
|
3.31 |
% |
Borrowed funds |
|
|
1,210,038 |
|
|
|
14,935 |
|
|
|
4.94 |
% |
|
|
1,141,045 |
|
|
|
11,141 |
|
|
|
3.91 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
4,571,542 |
|
|
|
48,979 |
|
|
|
4.29 |
% |
|
|
4,493,548 |
|
|
|
34,196 |
|
|
|
3.04 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing liabilities |
|
|
83,732 |
|
|
|
|
|
|
|
|
|
|
|
59,747 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
4,655,274 |
|
|
|
|
|
|
|
|
|
|
|
4,553,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
903,643 |
|
|
|
|
|
|
|
|
|
|
|
825,373 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders equity |
|
$ |
5,558,917 |
|
|
|
|
|
|
|
|
|
|
$ |
5,378,668 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
20,994 |
|
|
|
|
|
|
|
|
|
|
$ |
27,729 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread |
|
|
|
|
|
|
|
|
|
|
0.89 |
% |
|
|
|
|
|
|
|
|
|
|
1.68 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest earning assets |
|
$ |
832,538 |
|
|
|
|
|
|
|
|
|
|
$ |
750,109 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin |
|
|
|
|
|
|
|
|
|
|
1.55 |
% |
|
|
|
|
|
|
|
|
|
|
2.12 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of interest-earning assets to total interest-
bearing liabilities |
|
|
1.18 |
X |
|
|
|
|
|
|
|
|
|
|
1.17 |
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
19
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
For Six Months Ended |
|
|
|
December 31, 2006 |
|
|
December 31, 2005 |
|
|
|
Average |
|
|
|
|
|
|
|
|
|
|
Average |
|
|
|
|
|
|
|
|
|
Outstanding |
|
|
Interest |
|
|
Average |
|
|
Outstanding |
|
|
Interest |
|
|
Average |
|
|
|
Balance |
|
|
Earned/Paid |
|
|
Yield/Rate |
|
|
Balance |
|
|
Earned/Paid |
|
|
Yield/Rate |
|
|
|
(Dollars in thousands) |
|
Interest-earning assets: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due from banks |
|
$ |
21,398 |
|
|
$ |
391 |
|
|
|
3.65 |
% |
|
$ |
144,479 |
|
|
$ |
2,491 |
|
|
|
3.45 |
% |
Repurchase agreements |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
32,773 |
|
|
|
613 |
|
|
|
3.74 |
% |
Securities available-for-sale |
|
|
502,636 |
|
|
|
10,897 |
|
|
|
4.34 |
% |
|
|
641,141 |
|
|
|
13,499 |
|
|
|
4.21 |
% |
Securities held-to-maturity |
|
|
1,688,919 |
|
|
|
40,228 |
|
|
|
4.76 |
% |
|
|
2,033,956 |
|
|
|
44,654 |
|
|
|
4.39 |
% |
Net loans |
|
|
3,149,672 |
|
|
|
86,038 |
|
|
|
5.46 |
% |
|
|
2,202,165 |
|
|
|
56,377 |
|
|
|
5.12 |
% |
Stock in FHLB |
|
|
46,531 |
|
|
|
1,450 |
|
|
|
6.23 |
% |
|
|
58,228 |
|
|
|
1,491 |
|
|
|
5.12 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets |
|
|
5,409,156 |
|
|
|
139,004 |
|
|
|
5.14 |
% |
|
|
5,112,742 |
|
|
|
119,125 |
|
|
|
4.66 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest earning assets |
|
|
152,013 |
|
|
|
|
|
|
|
|
|
|
|
135,726 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets |
|
$ |
5,561,169 |
|
|
|
|
|
|
|
|
|
|
$ |
5,248,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing Liabilities: |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Savings |
|
$ |
233,447 |
|
|
|
1,433 |
|
|
|
1.23 |
% |
|
$ |
424,205 |
|
|
|
1,835 |
|
|
|
0.87 |
% |
Interest-bearing checking |
|
|
302,959 |
|
|
|
3,635 |
|
|
|
2.40 |
% |
|
|
297,582 |
|
|
|
2,644 |
|
|
|
1.78 |
% |
Money market accounts |
|
|
196,799 |
|
|
|
1,802 |
|
|
|
1.83 |
% |
|
|
287,510 |
|
|
|
1,927 |
|
|
|
1.34 |
% |
Certificates of deposit |
|
|
2,594,289 |
|
|
|
57,924 |
|
|
|
4.47 |
% |
|
|
2,402,719 |
|
|
|
38,365 |
|
|
|
3.19 |
% |
Borrowed funds |
|
|
1,246,699 |
|
|
|
30,749 |
|
|
|
4.93 |
% |
|
|
1,161,966 |
|
|
|
22,059 |
|
|
|
3.80 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities |
|
|
4,574,193 |
|
|
|
95,543 |
|
|
|
4.18 |
% |
|
|
4,573,982 |
|
|
|
66,830 |
|
|
|
2.92 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest bearing liabilities |
|
|
83,478 |
|
|
|
|
|
|
|
|
|
|
|
59,813 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities |
|
|
4,657,671 |
|
|
|
|
|
|
|
|
|
|
|
4,633,795 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Stockholders equity |
|
|
903,498 |
|
|
|
|
|
|
|
|
|
|
|
614,673 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders equity |
|
$ |
5,561,169 |
|
|
|
|
|
|
|
|
|
|
$ |
5,248,468 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income |
|
|
|
|
|
$ |
43,461 |
|
|
|
|
|
|
|
|
|
|
$ |
52,295 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest rate spread |
|
|
|
|
|
|
|
|
|
|
0.96 |
% |
|
|
|
|
|
|
|
|
|
|
1.74 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest earning assets |
|
$ |
834,963 |
|
|
|
|
|
|
|
|
|
|
$ |
538,760 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin |
|
|
|
|
|
|
|
|
|
|
1.61 |
% |
|
|
|
|
|
|
|
|
|
|
2.05 |
% |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratio of interest-earning assets to total interest-bearing liabilities |
|
|
1.18 |
X |
|
|
|
|
|
|
|
|
|
|
1.12 |
X |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comparison of Operating Results for the Three Months Ended December 31, 2006 and 2005
Net Income. Net income increased by $17.0 million, to $12.0 million for the three months ended
December 31, 2006, from a net loss of $4.9 million for the three months ended December 31, 2005.
20
Net Interest Income. Net interest income decreased by $6.7 million, or 24.3%, to $21.0 million for
the three months ended December 31, 2006 from $27.7 million for the three months ended December 31,
2005. The decrease was caused primarily by a 125 basis point increase in our cost of
interest-bearing liabilities to 4.29% for the three months ended December 31, 2006 from 3.04% for
the three months ended December 31, 2005. This was partially offset by a 46 basis point improvement
in our yield on interest-earning assets to 5.18% for the three months ended December 31, 2006 from
4.72% for the three months ended December 31, 2005. Our net interest margin also decreased by 57
basis points from 2.12% for the three months ended December 31, 2005 to 1.55% for the three months
ended December 31, 2006.
Interest and Dividend Income. Total interest and dividend income increased by $8.0 million, or
13.0%, to $70.0 million for the three months ended December 31, 2006 from $61.9 million for the
three months ended December 31, 2005. This increase is primarily due to a 46 basis point increase
in the weighted average yield on interest-earning assets to 5.18% for the three months ended
December 31, 2006 compared to 4.72% for the three months ended December 31, 2005. In addition, the
average balance of interest-earning assets increased $160.4 million, or 3.1%, to $5.40 billion for
the three months ended December 31, 2006 from $5.24 billion for the three months ended December 31,
2005.
Interest income on loans increased by $14.3 million, or 47.9%, to $44.1 million for the three
months ended December 31, 2006 from $29.8 million for the three months ended December 31, 2005,
reflecting a $907.1 million, or 39.3%, increase in the average balance of net loans to $3.22
billion for the three months ended December 31, 2006 from $2.31 billion for the three months ended
December 31, 2005. In addition, the average yield on loans increased 33 basis points to 5.49% for
the three months ended December 31, 2006 from 5.16% for the three months ended December 31, 2005.
Interest income on all other interest-earning assets, excluding loans, decreased by $6.3 million,
or 19.5%, to $25.8 million for the three months ended December 31, 2006 from $32.1 million for the
three months ended December 31, 2005. This decrease reflected a $746.7 million decrease in the
average balance of all other interest-earning assets, excluding loans, partially offset by a 35
basis point increase in the average yield on all other interest-earning assets, excluding loans, to
4.73% for the three months ended December 31, 2006 from 4.38% for the three months ended December
31, 2005.
Interest Expense. Total interest expense increased by $14.8 million, or 43.2%, to $49.0 million
for the three months ended December 31, 2006 from $34.2 million for the three months ended December
31, 2005. This increase was primarily due to a 125 basis point increase in the weighted average
cost of total interest-bearing liabilities to 4.29% for the three months ended December 31, 2006
compared to 3.04% for the three months ended December 31, 2005. In addition, the average balance
of total interest-bearing liabilities increased by $78.0 million, or 1.7%, to $4.57 billion for the
three months ended December 31, 2006 from $4.49 billion for the three months ended December 31,
2005.
Interest expense on interest-bearing deposits increased $11.0 million, or 47.7% to $34.0 million
for the three months ended December 31, 2006 from $23.1 million for the three months ended December
31, 2005. This increase was due to a 130 basis point increase in the average cost of
interest-bearing deposits to 4.05% for the three months ended December 31, 2006 from 2.75% for the
three months ended December 31, 2005. In addition, the average
balance of interest-bearing
21
deposits increased $9.0 million, or 0.3% to $3.36 billion for the three months ended
December 31, 2006 from $3.35 billion for the three months ended December 31, 2005.
Interest expense on borrowed funds increased by $3.8 million, or 34.1%, to $14.9 million for the
three months ended December 31, 2006 from $11.1 million for the three months ended December 31,
2005. This increase is primarily due to the average cost of borrowed funds increasing by 103 basis
points to 4.94% for the three months ended December 31, 2006 from 3.91% for the three months ended
December 31, 2005. In addition, the average balance of borrowed funds increased by $69.0 million
or 6.0%, to $1.21 billion for the three months ended December 31, 2006 from $1.14 billion for the
three months ended December 31, 2005.
Provision for Loan Losses. Our provision for loan losses was $100,000 for the three month periods
ended December 31, 2006 and 2005. For the three months ended December 31, 2006, net charge-offs
totaled $138,000 compared to net recoveries of $104,000 for the three months ended December 31,
2005. See discussion of the allowance for loan losses and non-accrual loans in Comparison of
Financial Condition at December 31, 2006 and June 30, 2006.
Non-Interest Income. Total non-interest income decreased by $4.2 million to a loss of $2.2 million
for the three months ended December 31, 2006 from income of $2.0 million for the three months ended
December 31, 2005. This decrease was largely the result of the $3.7 million loss on sale of
securities recorded during the three months ended December 31, 2006 compared to no securities
losses during the three months ended December 31, 2005. In addition, income on our bank owned life
insurance decreased by $333,000 to $924,000 for the three months ended December 31, 2006 from $1.3
million for the three months ended December 31, 2005. On July 1, 2006 the Company adopted a new
accounting principle that was recently approved by the Financial Accounting Standards Board
(FASB) Emerging Issues Task Force (EITF). The adoption of this accounting principle changed the
manner in which we recognize income related to our bank owned life insurance contract.
Non-Interest Expense. Total non-interest expenses decreased by $19.3 million, or 51.4%, to $18.2
million for the three months ended December 31, 2006 from $37.6 million for the three months ended
December 31, 2005. The decrease is primarily attributed to the $20.7 million contribution of cash
and Company stock made to the Investors Savings Bank Charitable Foundation as part of our initial
public stock offering during the three months ended December 31, 2005. This decrease was partially
offset by compensation and fringe benefits increasing by $1.3 million, or 11.6%, to $12.3 million
for the three months ended December 31, 2006. The increase reflects staff additions in our
commercial real estate and retail banking areas, as well as, normal merit increases and increases
in employee benefit costs. In addition, the three month period ended December 31, 2006 contained,
for the first time, expense attributed to the shareholder-approved 2006 Equity Incentive Plan.
Compensation expense of $1.1 million was recorded in accordance with FASB Statement No. 123R to
reflect the costs associated with awards under this plan. The three month period ended December
31, 2006 included a $536,000 expense for the ESOP allocation for the quarter compared to the three
month period ended December 31, 2005 having a $1.5 million expense representing a full year
allocation of ESOP shares.
Income Taxes. Income tax benefit was $11.6 million for the three months ended December 31, 2006
compared to income tax benefit of $3.0 million for the three months ended December 31, 2005. The
tax benefit in the current quarter is primarily attributable to the reversal of a substantial
portion of the previously established deferred tax asset valuation allowance, as
22
management has determined that it is more likely than not that the deferred tax asset will be
realized. See discussion of deferred tax asset in Comparison of Financial Condition at December
31, 2006 and June 30, 2006.
Comparison of Operating Results for the Six Months Ended December 31, 2006 and 2005
Net Income. Net income increased by $15.3 million, to $16.4 million for the six months ended
December 31, 2006, from $1.0 million for the six months ended December 31, 2005.
Net Interest Income. Net interest income decreased by $8.8 million, or 16.9%, to $43.5 million for
the six months ended December 31, 2006 from $52.3 million for the six months ended December 31,
2005. The decrease was caused primarily by a 126 basis point increase in our cost of
interest-bearing liabilities to 4.18% for the six months ended December 31, 2006 from 2.92% for the
six months ended December 31, 2005. This was partially offset by a 48 basis point improvement in
our yield on interest-earning assets to 5.14% for the six months ended December 31, 2006 from 4.66%
for the six months ended December 31, 2005. Our net interest margin also decreased by 44 basis
points from 2.05% for the six months ended December 31, 2005 to 1.61% for the six months ended
December 31, 2006.
Interest and Dividend Income. Total interest and dividend income increased by $19.9 million, or
16.7%, to $139.0 million for the six months ended December 31, 2006 from $119.1 million for the six
months ended December 31, 2005. This increase is primarily due to a 48 basis point increase in the
weighted average yield on interest-earning assets to 5.14% for the six months ended December 31,
2006 compared to 4.66% for the six months ended December 31, 2005. The average balance of
interest-earning assets increased $296.4 million, or 5.8%, to $5.41 billion for the six months
ended December 31, 2006 from $5.11 billion for the six months ended December 31, 2005.
Interest income on loans increased by $29.7 million, or 52.6%, to $86.0 million for the six months
ended December 31, 2006 from $56.4 million for the six months ended December 31, 2005, reflecting a
$947.5 million, or 43.0%, increase in the average balance of net loans to $3.15 billion for the six
months ended December 31, 2006 from $2.20 billion for the six months ended December 31, 2005. In
addition, the average yield on loans increased 34 basis points to 5.46% for the six months ended
December 31, 2006 from 5.12% for the six months ended December 31, 2005.
Interest income on all other interest-earning assets, excluding loans, decreased by $9.8 million,
or 15.6%, to $53.0 million for the six months ended December 31, 2006 from $62.7 million for the
six months ended December 31, 2005. This decrease reflected a $651.1 million decrease in the
average balance of all other interest-earning assets, excluding loans, partially offset by a 38
basis point increase in the average yield on all other interest-earning assets, excluding loans, to
4.69% for the six months ended December 31, 2006 from 4.31% for the six months ended December 31,
2005.
Interest Expense. Total interest expense increased by $28.7 million, or 43.0%, to $95.5 million
for the six months ended December 31, 2006 from $66.8 million for the six months ended December 31,
2005. This increase was primarily due to a 126 basis point increase in the weighted average cost
of total interest-bearing liabilities to 4.18% for the six months ended December 31, 2006 compared
to 2.92% for the six months ended December 31, 2005. The
23
average balance of total interest-bearing liabilities remained relatively consistent at $4.57
billion for the six months ended December 31, 2006 and December 31, 2005.
Interest expense on interest-bearing deposits increased $20.0 million, or 44.7% to $64.8 million
for the six months ended December 31, 2006 from $44.8 million for the six months ended December 31,
2005. This increase was due to a 127 basis point increase in the average cost of interest-bearing
deposits to 3.89% for the six months ended December 31, 2006 from 2.62% for the six months ended
December 31, 2005. This was partially offset by an $84.5 million, or 2.5% decrease in the average
balance of interest-bearing deposits to $3.33 billion for the six months ended December 31, 2006
from $3.41 billion for the six months ended December 31, 2005.
Interest expense on borrowed funds increased by $8.7 million, or 39.4%, to $30.7 million for the
six months ended December 31, 2006 from $22.1 million for the six months ended December 31, 2005.
This increase is primarily attributed to the average cost of borrowed funds increasing by 113 basis
points to 4.93% for the six months ended December 31, 2006 from 3.80% for the six months ended
December 31, 2005. In addition, the average balance of borrowed funds increased by $84.7 million
or 7.3%, to $1.25 billion for the six months ended December 31, 2006 from $1.16 billion for the six
months ended December 31, 2005.
Provision for Loan Losses. Our provision for loan losses was $325,000 for the six month period
ended December 31, 2006 compared to $200,000 for the six month period ended December 31, 2005. For
the six months ended December 31, 2006, net charge-offs totaled $139,000 compared to net recoveries
of $125,000 for the six months ended December 31, 2005. See discussion of the allowance for loan
losses and non-accrual loans in Comparison of Financial Condition at December 31, 2006 and June
30, 2006.
Non-Interest Income. Total non-interest income decreased by $3.2 million to a loss of $632,000 for
the six months ended December 31, 2006 from income of $2.6 million for the six months ended
December 31, 2005. This decrease was largely the result of the $3.7 million loss on sale of
securities recorded during the six months ended December 31, 2006 compared to no securities losses
in the six months ended December 31, 2005. This was partially offset by income associated with our
bank owned life insurance contract increasing by $589,000 to $1.7 million for the six months ended
December 31, 2006 from $1.1 million for the six months ended December 31, 2005, reflecting our
adoption of a new accounting principle that changed the manner in which we recognize income related
to our bank owned life insurance contract.
Non-Interest Expense. Total non-interest expenses decreased by $17.8 million, or 33.5%, to $35.3
million for the six months ended December 31, 2006 from $53.2 million for the six months ended
December 31, 2005. The December 31, 2005 expenses include the $20.7 million contribution of cash
and Company stock made to the Investors Savings Bank Charitable Foundation as part of our initial
public stock offering. This was partially offset by compensation and fringe benefits increasing by
$2.1 million, or 10.1%, to $22.7 million for the six months ended December 31, 2006. The increase
reflects staff additions in our commercial real estate and retail banking areas, as well as normal
merit increases and increases in employee benefit costs. In addition, the six month period ended
December 31, 2006 contained, for the first time, expense attributed to the shareholder-approved
2006 Equity Incentive Plan. Compensation expense of $1.1 million was recorded in accordance with
FASB Statement No. 123R to reflect the costs associated with awards under this plan. The six month
period ended December 31, 2006 included a $1.0 million expense for the ESOP allocation for the
period compared to the six
24
month period ended December 31, 2005 having a $1.5 million expense representing a full year
allocation of ESOP shares.
Income
Taxes. Income tax benefit was $9.2 million for the six months ended December 31,
2006, as compared to income tax expense of $515,000 for the six months ended December 31, 2005. The
tax benefit in the December 31, 2006 period is primarily attributable to the reversal of a
substantial portion of the previously established deferred tax asset valuation allowance, as
management has determined that it is more likely than not that the deferred tax asset will be
realized. See discussion of deferred tax asset in Comparison of Financial Condition at December
31, 2006 and June 30, 2006.
Liquidity and Capital Resources
The Companys primary sources of funds are deposits, principal and interest payments on loans and
mortgage-backed securities, proceeds from the sale of loans, Federal Home Loan Bank (FHLB) and
other borrowings and, to a lesser extent, investment maturities. While scheduled amortization of
loans is a predictable source of funds, deposit flows and mortgage prepayments are greatly
influenced by general interest rates, economic conditions and competition. The Company has other
sources of liquidity if a need for additional funds arises, including an overnight line of credit
and advances from the FHLB.
At December 31, 2006 the Company had outstanding overnight borrowings from the FHLB of $76.0
million as compared to $50.0 million of outstanding overnight borrowings at June 30, 2006. The
Company utilizes the overnight line from time to time to fund short-term liquidity needs. The
Company had total borrowings, including overnight borrowings, of $1.05 billion at December 31,
2006, a decrease from $1.25 billion at June 30, 2006. This decrease was primarily the result of
utilizing the proceeds from the securities sale to repay borrowings.
In the normal course of business, the Company routinely enters into various commitments, primarily
relating to the origination of loans. At December 31, 2006, outstanding commitments to originate
loans totaled $177.7 million; outstanding unused lines of credit totaled $213.9 million; and
outstanding commitments to sell loans totaled $16.2 million. The Company expects to have sufficient
funds available to meet current commitments in the normal course of business.
Time deposits scheduled to mature in one year or less totaled $2.23 billion at December 31, 2006.
Based upon historical experience management estimates that a significant portion of such deposits
will remain with the Company.
On September 25, 2006, the Company announced its first stock repurchase program. Under this
program, up to 10% of its publiclyheld outstanding shares of common stock, or 5,317,590 shares of
Investors Bancorp, Inc. common stock may be purchased in the open market and through other
privately negotiated transactions in accordance with applicable federal securities laws. During the
three month period ended December 31, 2006, the Company repurchased 1,972,588 shares of its common
stock at an average cost of $15.46 per share. Under the current stock repurchase program, 3,345,002
shares remain available for repurchase. Of the 1,972,588 shares purchased, 1,669,959 shares were
allocated to fund the restricted stock portion of the Companys 2006 Equity Incentive Plan. The
remaining shares are held for general corporate use.
25
As of December 31, 2006 the Bank exceeded all regulatory capital requirements as follows:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2006 |
|
|
Actual |
|
Required |
|
|
Amount |
|
Ratio |
|
Amount |
|
Ratio |
|
|
(Dollars in thousands) |
Total capital (to risk-weighted assets) |
|
$ |
684,098 |
|
|
|
26.3 |
% |
|
$ |
208,000 |
|
|
|
8.0 |
% |
Tier I capital (to risk-weighted assets) |
|
|
677,572 |
|
|
|
26.1 |
|
|
|
104,000 |
|
|
|
4.0 |
|
Tier I capital (to average assets) |
|
|
677,572 |
|
|
|
12.2 |
|
|
|
222,705 |
|
|
|
4.0 |
|
Critical Accounting Policies
We consider accounting policies that require management to exercise significant judgment or
discretion or to make significant assumptions that have, or could have, a material impact on the
carrying value of certain assets or on income, to be critical accounting policies. We consider
the following to be our critical accounting policies.
Allowance for Loan Losses. The allowance for loan losses is the estimated amount considered
necessary to cover credit losses inherent in the loan portfolio at the balance sheet date. The
allowance is established through the provision for loan losses that is charged against income. In
determining the allowance for loan losses, we make significant estimates and therefore have
identified the allowance as a critical accounting policy. The methodology for determining the
allowance for loan losses is considered a critical accounting policy by management due to the high
degree of judgment involved, the subjectivity of the assumptions utilized, and the potential for
changes in the economic environment that could result in changes to the amount of the recorded
allowance for loan losses.
The allowance for loan losses has been determined in accordance with U.S. generally accepted
accounting principles, under which we are required to maintain an allowance for probable losses at
the balance sheet date. We are responsible for the timely and periodic determination of the amount
of the allowance required. We believe that our allowance for loan losses is adequate to cover
specifically identifiable losses, as well as estimated losses inherent in our portfolio for which
certain losses are probable but not specifically identifiable.
Management performs a quarterly evaluation of the adequacy of the allowance for loan losses. The
analysis of the allowance for loan losses has two components: specific and general allocations.
Specific allocations are made for loans determined to be impaired. Impairment is measured by
determining the present value of expected future cash flows or, for collateral-dependent loans, the
fair value of the collateral adjusted for market conditions and selling expenses. The general
allocation is determined by segregating the remaining loans by type of loan, risk weighting (if
applicable) and payment history. We also analyze historical loss experience, delinquency trends,
general economic conditions, geographic concentrations, and industry and peer comparisons. This
analysis establishes factors that are applied to the loan groups to determine the amount of the
general allocations. This evaluation is inherently subjective as it requires material estimates
that may be susceptible to significant revisions based upon changes in economic and real estate
market conditions. Actual loan losses may be significantly more than the allowance for loan losses
we have established which could have a material negative effect on our financial results.
26
On a quarterly basis, the Allowance for Loan Loss Committee (comprised of the Senior Vice
Presidents of Lending Administration, Residential Lending and Commercial Real Estate Lending and
the First Vice President of Lending Administration) reviews the current status of various loan
assets in order to evaluate the adequacy of the allowance for loan losses. In this evaluation
process, specific loans are analyzed to determine their potential risk of loss. This process
includes all loans, concentrating on non-accrual and classified loans. Each non-accrual or
classified loan is evaluated for potential loss exposure. Any shortfall results in a
recommendation of a specific allowance if the likelihood of loss is evaluated as probable. To
determine the adequacy of collateral on a particular loan, an estimate of the fair market value of
the collateral is based on the most current appraised value available. This appraised value is
then reduced to reflect estimated liquidation expenses.
The results of this quarterly process are summarized along with recommendations and presented to
Executive and Senior Management for their review. Based on these recommendations, loan loss
allowances are approved by Executive and Senior Management. All supporting documentation with
regard to the evaluation process, loan loss experience, allowance levels and the schedules of
classified loans are maintained by the Lending Administration Department. A summary of loan loss
allowances is presented to the Board of Directors on a quarterly basis.
Our primary lending emphasis has been the origination and purchase of residential mortgage loans
and, to a lesser extent, commercial real estate mortgages. We also originate home equity loans and
home equity lines of credit. These activities resulted in a loan concentration in residential
mortgages. We also have a concentration of loans secured by real property located in New Jersey.
As a substantial amount of our loan portfolio is collateralized by real estate, appraisals of the
underlying value of property securing loans are critical in determining the amount of the allowance
required for specific loans. Assumptions for appraisal valuations are instrumental in determining
the value of properties. Overly optimistic assumptions or negative changes to assumptions could
significantly impact the valuation of a property securing a loan and the related allowance
determined. The assumptions supporting such appraisals are carefully reviewed by management to
determine that the resulting values reasonably reflect amounts realizable on the related loans.
Based on the composition of our loan portfolio, we believe the primary risks are increases in
interest rates, a decline in the economy, generally, and a decline in real estate market values in
New Jersey. Any one or combination of these events may adversely affect our loan portfolio
resulting in increased delinquencies, loan losses and future levels of loan loss provisions. We
consider it important to maintain the ratio of our allowance for loan losses to total loans at an
adequate level given current economic conditions, interest rates, and the composition of the
portfolio.
Our provision for loan losses reflects probable losses resulting from the actual growth and change
in composition of our loan portfolio. We believe the allowance for loan losses reflects the
inherent credit risk in our portfolio, the level of our non-performing loans and our charge-off
experience.
Although we believe we have established and maintained the allowance for loan losses at adequate
levels, additions may be necessary if future economic and other conditions differ substantially
from the current operating environment. Although management uses the best information available,
the level of the allowance for loan losses remains an estimate that is subject to significant
judgment and short-term change. In addition, the Federal Deposit Insurance Corporation and the New
Jersey Department of Banking and Insurance, as an integral part of their examination process, will
periodically review our allowance for loan losses. Such
27
agencies may require us to recognize adjustments to the allowance based on its judgments about
information available to them at the time of their examination.
Deferred Income Taxes. We use the asset and liability method of accounting for income taxes.
Under this method, deferred tax assets and liabilities are recognized for the future tax
consequences attributable to differences between the financial statement carrying amounts of
existing assets and liabilities and their respective tax bases. Deferred tax assets and
liabilities are measured using enacted tax rates expected to apply to taxable income in the years
in which those temporary differences are expected to be recovered or settled. If current available
information raises doubt as to the realization of the deferred tax assets, a valuation allowance is
established. We consider the determination of this valuation allowance to be a critical accounting
policy because of the need to exercise significant judgment in evaluating the amount and timing of
recognition of deferred tax liabilities and assets, including projections of future taxable income.
These judgments and estimates are reviewed on a continual basis as regulatory and business factors
change. A valuation allowance for deferred tax assets may be required if the amounts of taxes
recoverable through loss carry back declines, or if we project lower levels of future taxable
income. The increase or decrease of a previously established valuation allowance may occur if our
projection of future taxable income changes or other facts and circumstances change. Such changes
in the valuation allowance would be recorded through income tax expense.
Asset Impairment Judgments. Certain of our assets are carried on our consolidated balance sheets
at cost, fair value or at the lower of cost or fair value. Valuation allowances or write-downs are
established when necessary to recognize impairment of such assets. We periodically perform
analyses to test for impairment of such assets. In addition to the impairment analyses related to
our loans discussed above, another significant impairment analysis is the determination of whether
there has been an other-than-temporary decline in the value of one or more of our securities.
Our available-for-sale portfolio is carried at estimated fair value, with any unrealized gains or
losses, net of taxes, reported as accumulated other comprehensive income or loss in stockholders
equity. Our held-to-maturity portfolio, consisting of debt securities for which we have a positive
intent and ability to hold to maturity, is carried at amortized cost. We conduct a periodic review
and evaluation of the securities portfolio to determine if the value of any security has declined
below its cost or amortized cost, and whether such decline is other-than-temporary. If such
decline is deemed other-than-temporary, we would adjust the cost basis of the security by writing
down the security to fair market value through a charge to current period operations. The market
values of our securities are affected by changes in interest rates. When significant changes in
interest rates occur, we evaluate our intent and ability to hold the security to maturity or for a
sufficient time to recover our recorded investment balance.
Item 3. Quantitative and Qualitative Disclosures About Market Risk
Qualitative Analysis. We believe our most significant form of market risk is interest rate risk.
Interest rate risk results from timing differences in the maturity or re-pricing of our assets,
liabilities and off-balance sheet contracts (i.e., loan commitments); the effect of loan
prepayments, deposits and withdrawals; the difference in the behavior of lending and funding rates
arising from the uses of different indices; and yield curve risk arising from changing interest
rate relationships across the spectrum of maturities for constant or variable credit risk
investments. Besides directly affecting our net interest income, changes in market interest rates
can also affect the amount of new loan originations, the ability of borrowers to repay variable
28
rate loans, the volume of loan prepayments and refinancings, the carrying value of securities
classified as available for sale and the mix and flow of deposits.
The general objective of our interest rate risk management is to determine the appropriate level of
risk given our business model and then manage that risk in a manner consistent with our policy to
reduce, to the extent possible, the exposure of our net interest income to changes in market
interest rates. Our Interest Rate Risk Committee, which consists of senior management, evaluates
the interest rate risk inherent in certain assets and liabilities, our operating environment and
capital and liquidity requirements and modifies our lending, investing and deposit gathering
strategies accordingly. On a quarterly basis, our Board of Directors reviews the Interest Rate
Risk Committee report, the aforementioned activities and strategies, the estimated effect of those
strategies on our net interest margin and the estimated effect that changes in market interest
rates may have on the economic value of our loan and securities portfolios, as well as the
intrinsic value of our deposits and borrowings.
We actively evaluate interest rate risk in connection with our lending, investing and deposit
activities. To better manage our interest rate risk, we have increased our focus on the
origination of adjustable-rate mortgages, as well as the more recent origination of commercial real
estate mortgage loans and adjustable-rate construction loans. In addition, we primarily invest in
shorter-to-medium duration securities, which generally have shorter average lives and lower yields
compared to longer term securities. Shortening the average lives of our securities, along with
originating more adjustable-rate mortgages and commercial real estate mortgages, will help to
reduce interest rate risk.
We retain two independent, nationally recognized consulting firms who specialize in asset and
liability management to complete our quarterly interest rate risk reports. They use a combination
of analyses to monitor our exposure to changes in interest rates. The economic value of equity
analysis is a model that estimates the change in net portfolio value (NPV) over a range of
immediately changed interest rate scenarios. NPV is the discounted present value of expected cash
flows from assets, liabilities, and off-balance sheet contracts. In calculating changes in NPV,
assumptions estimating loan prepayment rates, reinvestment rates and deposit decay rates that seem
most likely based on historical experience during prior interest rate changes are used.
The net interest income analysis uses data derived from a dynamic asset and liability analysis,
described below, and applies several additional elements, including actual interest rate indices
and margins, contractual limitations such as interest rate floors and caps, and the U.S. Treasury
yield curve as of the balance sheet date. In addition we apply consistent parallel yield curve
shifts (in both directions) to determine possible changes in net interest income if the theoretical
yield curve shifts occurred instantaneously. Net interest income analysis also adjusts the dynamic
asset and liability repricing analysis based on changes in prepayment rates resulting from the
parallel yield curve shifts.
Our dynamic asset and liability analysis determines the relative balance between the repricing of
assets and liabilities over multiple periods of time (ranging from overnight to five years). This
dynamic asset and liability analysis includes expected cash flows from loans and mortgage-backed
securities, applying prepayment rates based on the differential between the current interest rate
and the market interest rate for each loan and security type. This analysis identifies mismatches
in the timing of asset and liability repricing but does not necessarily provide an accurate
indicator of interest rate risk because it omits the factors incorporated into the net interest
income analysis.
29
Quantitative Analysis. The table below sets forth, as of December 31, 2006 the estimated changes
in our NPV and our annual net interest income that would result from the designated changes in the
interest rates. Such changes to interest rates are calculated as an immediate and permanent change
for the purposes of computing NPV and net interest income. Computations of prospective effects of
hypothetical interest rate changes are based on numerous assumptions including relative levels of
market interest rates, loan prepayments and deposit decay, and should not be relied upon as
indicative of actual results. We did not estimate changes in NPV or net interest income for an
interest rate decrease or increase of greater than 200 basis points.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Portfolio Value (2) |
|
Net Interest Income |
Change in |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Estimated |
Interest Rates |
|
|
|
|
|
Estimated Increase (Decrease) |
|
Estimated Net |
|
Net Interest Income |
(basis points) (1) |
|
Estimated NPV |
|
Amount |
|
Percent |
|
Interest Income |
|
Amount |
|
Percent |
|
|
(Dollars in thousands) |
+200bp |
|
$ |
601,078 |
|
|
$ |
(276,356 |
) |
|
|
(31.50 |
)% |
|
$ |
74,523 |
|
|
$ |
(11,175 |
) |
|
|
(13.04 |
)% |
0bp |
|
|
877,434 |
|
|
|
|
|
|
|
|
|
|
|
85,698 |
|
|
|
|
|
|
|
|
|
-200bp |
|
|
958,145 |
|
|
|
80,711 |
|
|
|
9.20 |
% |
|
|
96,942 |
|
|
|
11,244 |
|
|
|
13.12 |
% |
|
|
|
(1) |
|
Assumes an instantaneous uniform change in interest rates at all maturities.
|
|
(2) |
|
NPV is the discounted present value of expected cash flows from assets, liabilities and
off-balance sheet contracts. |
The table set forth above indicates at December 31, 2006 in the event of a 200 basis points
increase in interest rates, we would be expected to experience a 31.50% decrease in NPV and an
$11.2 million or 13.04% decrease in annual net interest income. In the event of a 200 basis points
decrease in interest rates, we would be expected to experience a 9.20% increase in NPV and an $11.2
million or 13.12% increase in annual net interest income. These data do not reflect any future
actions we may take in response to changes in interest rates, such as changing the mix of our
assets and liabilities, which could change the results of the NPV and net interest income
calculations.
As mentioned above, we retain two nationally recognized firms to compute our quarterly interest
rate risk reports. Although we are confident of the accuracy of the results, certain shortcomings
are inherent in any methodology used in the above interest rate risk measurements. Modeling
changes in NPV and net interest income require certain assumptions that may or may not reflect the
manner in which actual yields and costs respond to changes in market interest rates. The NPV and
net interest income table presented above assumes the composition of our interest-rate sensitive
assets and liabilities existing at the beginning of a period remains constant over the period being
measured and, accordingly, the data do not reflect any actions we may take in response to changes
in interest rates. The table also assumes a particular change in interest rates is reflected
uniformly across the yield curve regardless of the duration to maturity or the repricing
characteristics of specific assets and liabilities. Accordingly, although the NPV and net interest
income table provide an indication of our sensitivity to interest rate changes at a particular
point in time, such measurement is not intended to and does not provide a precise forecast of the
effects of changes in market interest rates on our NPV and net interest income.
Item 4. Controls and Procedures
Under the supervision and with the participation of our management, including our Principal
Executive Officer and Principal Financial Officer, we evaluated the effectiveness of the design and
operation of our disclosure controls and procedures (as defined in
Rule 13a-15(e) and 15d-15(e)
30
under the Exchange Act) as of the end of the period covered by this report. Based upon that
evaluation, the Principal Executive Officer and Principal Financial Officer concluded that, as of the end
of the period covered by this report, our disclosure controls and procedures were effective to
ensure that information required to be disclosed in the reports that the Company files or submits
under the Securities Exchange Act of 1934 is recorded, processed, summarized and reported within
the time periods specified in the Securities and Exchange Commissions rules and forms.
There were no significant changes made in the Companys internal controls over financial reporting
or in other factors that could significantly affect the Companys internal controls over financial
reporting during the period covered by this report that has materially affected, or is reasonably
likely to materially affect, the Companys internal control over financial reporting.
Part II Other Information
Item 1. Legal Proceedings
The Company and its subsidiaries are subject to various legal actions arising in the normal course
of business. In the opinion of management, the resolution of these legal actions is not expected
to have a material adverse effect on the Companys financial condition or results of operations.
Item 1A. Risk Factors
There have been no material changes in the Risk Factors disclosed in the Companys 2006 Annual
Report on Form 10-K filed with the Securities and Exchange Commission.
Item 2. Unregistered Sales of Equity Securities and Use of Proceeds
The following table reports information regarding repurchases of our common stock during the second
quarter of fiscal 2007 and the stock repurchase plan approved by our Board of Directors.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total Number of |
|
|
Maximum Number |
|
|
|
|
|
|
|
|
|
|
|
Shares Purchased as |
|
|
of Shares that May |
|
|
|
Total Number of |
|
|
|
|
|
|
Part of Publicly |
|
|
Yet Be Purchased |
|
|
|
Shares |
|
|
Average price |
|
|
Announced Plans or |
|
|
Under the Plans or |
|
Period |
|
Purchased (1) |
|
|
Paid per Share |
|
|
Programs |
|
|
Programs |
|
October 1, 2006 through October 31, 2006 |
|
|
0 |
|
|
|
|
|
|
|
0 |
|
|
|
5,317,590 |
|
November 1, 2006 through November 30, 2006 |
|
|
322,088 |
|
|
|
14.87 |
|
|
|
322,088 |
|
|
|
4,995,502 |
|
December 1, 2006 through December 31, 2006 |
|
|
1,650,500 |
|
|
|
15.58 |
|
|
|
1,650,500 |
|
|
|
3,345,002 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total |
|
|
1,972,588 |
|
|
|
15.46 |
|
|
|
1,972,588 |
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1) |
|
On September 25, 2006, the Company announced its intention to repurchase up
to 10% of its publicly-held outstanding shares of common stock, or 5,317,590
shares. |
Item 3. Defaults Upon Senior Securities
Not applicable.
31
Item 4. Submission of Matters to a Vote of Security Holders
The Annual Meeting of Stockholders (the Meeting) of the Company was held on October 24, 2006.
There were outstanding and entitled to vote at the Meeting 116,275,688 shares of Common Stock
of the Company, including 63,099,781 shares held by Investors Bancorp, MHC, the mutual
holding company of the Company that held 54.27% of the outstanding stock. Investors Bancorp,
MHC voted its shares in favor of all proposals. There were present at the meeting or by proxy
the holders of 110,808,955 shares of Common Stock representing 95.3% of the total eligible votes
to be cast. Proposal 1 was to elect three directors of the Company. Proposal 2 was to approve
the Companys 2006 Equity Incentive Plan. Proposal 3 was to ratify the appointment of the
independent registered public accountants for the fiscal year ending June 30, 2007. The result of
the voting at the Meeting is as follows:
Proposal 1: The election of three directors for terms of three years each.
|
|
|
|
|
|
|
|
|
Patrick J. Grant |
|
For: 108,108,388 |
|
Withheld: 2,700,567 |
John A. Kirkpartrick |
|
For: 107,982,373 |
|
Withheld: 2,826,582 |
Joseph H. Shepard III |
|
For: 107,992,062 |
|
Withheld: 2,816,893 |
Proposal 2: Approval of the Investors Bancorp, Inc. 2006 Equity Incentive Plan.
|
|
|
|
|
For: |
|
|
93,400,709 |
|
Against: |
|
|
4,277,913 |
|
Abstain: |
|
|
349,347 |
|
Non vote: |
|
|
12,780,986 |
|
Proposal 3: Ratification of the appointment of KPMG LLP as registered public
accountants for the fiscal year ended June 30, 2007.
|
|
|
|
|
For: |
|
|
110,111,735 |
|
Against: |
|
|
453,763 |
|
Abstain: |
|
|
243,457 |
|
Item 5.
Other Information
Not applicable
32
Item 6. Exhibits
The following exhibits are either filed as part of this report or are incorporated herein by
reference:
|
3.1 |
|
Certificate of Incorporation of Investors Bancorp, Inc.* |
|
|
3.2 |
|
Bylaws of Investors Bancorp, Inc.* |
|
|
4 |
|
Form of Common Stock Certificate of Investors Bancorp, Inc.* |
|
|
10.1 |
|
Form of Employment Agreement between Investors Bancorp, Inc. and certain
executive officers* |
|
|
10.2 |
|
Form of Change in Control Agreement between Investors Bancorp, Inc. and certain
executive officers * |
|
|
10.3 |
|
Investors Savings Bank Director Retirement Plan* |
|
|
10.4 |
|
Investors Savings Bank Supplemental Retirement Plan* |
|
|
10.5 |
|
Investors Bancorp, Inc. Supplemental Wage Replacement Plan* |
|
|
31.1 |
|
Certification of Principal Executive Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|
|
31.2 |
|
Certification of Principal Financial and Accounting Officer pursuant to Section 302 of the
Sarbanes-Oxley Act of 2002 |
|
|
32 |
|
Certification of Principal Executive Officer and Principal
Financial and Accounting Officer pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002 |
|
|
|
* |
|
Filed as exhibits to the Companys Registration Statement on Form S-1, and any amendments
thereto, with the Securities and Exchange Commission (Registration No. 333-125703) |
33
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.
|
|
|
|
|
|
Investors Bancorp, Inc.
|
|
Dated: February 9, 2007 |
/s/ Robert M. Cashill
|
|
|
Robert M. Cashill |
|
|
President and Chief Executive
Officer (Principal Executive Officer) |
|
|
|
|
|
Dated: February 9, 2007 |
/s/ Domenick A. Cama
|
|
|
Domenick A. Cama |
|
|
Executive
Vice President and Chief Financial Officer (Principal Financial
and Accounting Officer) |
|
|
34