Greenville
Federal Financial Corporation
2009 Annual
Report
Greenville Federal Financial Corporation
June 30, 2009 and 2008
Contents
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Letter from the President and Chief Executive Officer
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1
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Business of Greenville Federal Financial Corporation
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3
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Selected Financial and Other Data
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4
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Managements Discussion and Analysis of Financial Condition and Results of Operations
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6
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Financial Statements
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Report of Independent Registered Public Accounting Firm
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22
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Consolidated Balance Sheets
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23
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Consolidated Statements of Operations
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24
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Consolidated Statements of Comprehensive Income
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25
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Consolidated Statements of Stockholders Equity
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26
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Consolidated Statements of Cash Flows
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27
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Notes to Consolidated Financial Statements
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29
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Managements Report On Internal Controls
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58
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Directors and Officers
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59
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Investor and Corporate Information
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60
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Office Locations
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61
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Letter from the President and Chief Executive Officer
Dear Fellow Shareholders and Friends:
The 2009 Annual Report of Greenville Federal Financial Corporation reflects a year of challenge and
transition for our company. We recorded a net loss of $3.2 million, compared to a loss of $923,000
in 2008. The increased loss was primarily attributable to a $3.3 million non-cash impairment charge
on investment securities. Excluding this charge, Greenville Federal recorded net income of
$176,000. Our net interest margin improved 46 basis points compared to 2008. In these unprecedented
financial times, 2009 was a challenging year for most financial institutions, and we were not
immune to many of these same challenges. The counties we serve experienced declining real estate
values and increasing delinquency rates. We continue to monitor our loan portfolio as nonperforming
loans increased $87,000 compared to 2008, yet remain manageable at 0.9% of total loans. Our prudent
underwriting has enabled Greenville Federal to avoid significant increases in loan loss provisions,
unlike other banks. Our core lending product is mortgage loans secured by single family homes, and
we experienced an increase of $2.6 million in that loan category in 2009 even in a tough real
estate market. Although the banking industry will continue to face pressure on interest rate
margins, earnings and loan quality and be challenged to operate more efficiently, I am confident
our company is moving in the right direction with great opportunities ahead of us.
I joined Greenville Federal in May as your new President and Chief Executive Officer with
excitement and eagerness to build upon the tradition that has been established over 126 years.
Prior to accepting the offer to become President and CEO, my research revealed a strong
community-focused bank with loyal customers and hard-working employees and directors who are
committed to the companys success. The opportunity to be a part of such a proud community and to
reclaim Greenville Federals positive performance history was a dynamic draw for me and my family.
In working to reclaim our positive financial performance, we have experienced progress towards
improving our earnings, efficiency and customer service these past four months. This is a time for
new beginnings and realizing the full potential of Greenville Federal, and we are working hard to
make that a reality. To accomplish this we are also improving our products, processes and training
to provide our teammates with the best possible tools for their success. Improving our processes,
implementing sales and service standards, providing additional training and accepting personal
accountability will be the platform for future growth and improved efficiency for our company.
As stated above, these are unprecedented times in the banking industry and despite the economic
turmoil and credit concerns, Greenville Federals capital qualifies it to be deemed well
capitalized by the Office of Thrift Supervision (the OTS). The banks core capital ratio, 8.6%,
was more than double the OTS minimum requirement of 4%. The banks risk-based capital ratio was
13.8%, compared to the OTS minimum requirement of 8%, and our tangible capital ratio was 8.6%,
compared to the OTS minimum requirement of 1.5%. As these key ratios indicate, Greenville Federal
is financially sound and a safe and secure place for customers to do business.
1
Finally, I would like to express appreciation to all of our dedicated employees and directors for
their commitment to moving Greenville Federal forward and also for their many hours of community
service. From supporting our local schools, non-profits and The Great Darke County Fair to
promoting buying from our local stores with our Generation Gold merchant discounts, Greenville
Federal is a true community bank. As the oldest bank headquartered in Greenville, we are very proud
of our community roots and value our customer relationships. I would also like to acknowledge David
Kepler who retired as President and CEO in April. David provided many years of service to our
company and was a steady hand, especially during the challenging times of these past few years.
Thank you for continuing to support Greenville Federal, your local community bank. We will work
hard to earn your business each and every day.
Sincerely,
Jeff D. Kniese
President and CEO
2
Greenville Federal Financial Corporation
Business of Greenville Federal Financial Corporation
Greenville Federal Financial Corporation (GFFC or the Corporation) is a unitary savings and
loan holding company chartered under federal law to hold all of the stock of Greenville Federal, a
savings bank chartered under the laws of the United States. In January 2006, the Corporation
acquired all of the common stock of Greenville Federal upon its conversion from a mutual savings
and loan association into a stock savings bank, and the Corporation issued stock to Greenville
Federal MHC and subscribers in its initial public offering. Since its formation, the Corporations
activities have been limited to holding the common stock of Greenville Federal.
Greenville Federal is a savings bank headquartered in Greenville, Ohio. Greenville Federal was
originally founded in 1883 as an Ohio chartered mutual savings and loan association and converted
to a federal charter in 1942. Greenville Federal operates from its main office and a branch
located in a Kroger store, both of which are in Greenville, Ohio.
Greenville Federals principal business activity is the origination of mortgage loans secured by
one- to four-family residential real estate. Greenville Federal also originates construction
loans, loans secured by nonresidential real estate and multi-family real estate, and consumer
loans. Greenville Federal offers a variety of deposit accounts, including savings, certificate of
deposit and demand accounts.
As a savings and loan holding company, the Corporation is subject to regulation, supervision and
examination by the Office of Thrift Supervision of the United States Department of the Treasury
(the OTS). As a savings bank chartered under the laws of the United States, Greenville Federal
is subject to regulation, supervision and examination by the OTS and by the Federal Deposit
Insurance Corporation (the FDIC), which insures the deposits of Greenville Federal to the maximum
extent permitted by law, and is subject to certain requirements of the Board of Governors of the
Federal Reserve. Federally chartered savings institutions are required to file periodic reports
with the OTS and are subject to periodic examinations by the OTS and the FDIC. The investment and
lending authority of savings institutions are prescribed by federal laws and regulations, and such
institutions are prohibited from engaging in any activities not permitted by such laws and
regulations. Such regulation and supervision primarily is intended for the protection of
depositors and borrowers. Greenville Federal is also a member of the Federal Home Loan Bank of
Cincinnati, which imposes certain requirements in order for Greenville Federal to borrow money from
the Federal Home Loan Bank.
The main offices of both the Corporation and Greenville Federal are located at 690 Wagner Avenue,
Greenville, Ohio 45331, and the telephone number for both is (937) 548-4158.
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Greenville Federal Financial Corporation
Selected Financial and Other Data
The summary information presented below under Selected Financial Condition Data, Selected
Operations Data, and the Selected Financial Ratios and Other Data as of and for each of
the two years ended June 30, 2009 and 2008, is derived from our audited consolidated
financial statements. The following information is only a summary and you should read it in
conjunction with our financial statements and notes beginning on page 22.
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At June 30,
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2009
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2008
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(In thousands)
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SELECTED FINANCIAL CONDITION DATA:
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Total assets
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$
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119,570
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126,126
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Cash and cash equivalents
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4,474
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7,220
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Investment securities available for sale
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11,888
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16,157
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Investment securities held to maturity
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11
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2,021
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Mortgage-backed securities held to maturity
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1,822
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1,280
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Loans receivable
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91,663
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89,851
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Deposits
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72,918
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83,697
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Advances from the Federal Home Loan Bank
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26,903
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19,214
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Stockholders equity
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18,614
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21,856
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Allowance for loan losses
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577
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583
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Nonperforming loans
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834
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747
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For the year ended June 30,
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2009
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2008
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(In thousands, except per share data)
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SELECTED OPERATIONS DATA:
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Total interest income
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$
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6,809
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$
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7,422
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Total interest expense
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2,511
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3,416
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Net interest income
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4,298
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4,006
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Provision for loan losses
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155
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189
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Net interest income after provision for loan losses
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4,143
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3,817
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Total other income
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843
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858
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Total general, administrative and other expense
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8,175
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5,829
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Loss before income credits
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(3,189
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(1,154
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Federal income credits
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(36
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(231
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Net loss
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$
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(3,153
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$
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(923
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Earnings (loss) per share basic and diluted
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$
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(1.42
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$
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(0.42
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4
Greenville Federal Financial Corporation
Selected Financial and Other Data
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At or for the year ended
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June 30,
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2009
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2008
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Performance Ratios:
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Return on average assets
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(2.59
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)%
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(0.72
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)%
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Return on average equity
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(16.09
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(4.15
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Average equity to average assets
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16.07
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17.47
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Equity to assets at the end of the year
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15.57
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17.33
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Interest rate spread
1
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3.46
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2.80
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Net interest margin
2
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3.83
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3.37
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Average interest-earning assets to average
interest-bearing liabilities
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116.47
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119.85
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Total general, administrative and other
expenses to average total assets
5
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3.98
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3.15
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Efficiency ratio
3
6
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94.27
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82.43
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Dividend payout ratio
4
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NA
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NA
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Asset Quality Ratios:
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Nonperforming loans as a percent of total loans
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0.90
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0.81
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Nonperforming assets as a percent of total assets
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1.17
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1.14
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Allowance for loan losses as a percent of total loans
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0.62
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0.64
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Allowance for loan losses as a percent of
nonperforming loans
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69.18
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78.05
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Regulatory Capital Ratios:
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Tangible capital
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8.62
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10.56
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Core capital
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8.62
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10.56
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Risk-based capital
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13.83
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16.56
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Number of banking offices
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2
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2
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1
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Interest rate spread represents the difference between
the weighted-average yield on interest-earning assets and the weighted-average
cost of interest-bearing liabilities for the year.
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2
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Net interest margin represents net interest income as a
percent of average interest-earning assets for the year.
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3
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The efficiency ratio represents general, administrative
and other expenses as a percent of the total of net interest income and other
income.
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4
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The dividend payout ratio represents dividends declared
per share divided by earnings per share. The ratio has not been adjusted for
dividends waived by Greenville Federal MHC.
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5
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This ratio was calculated without the other-than-temporary
impairment charge on investment securities of $1.8 million. Including the
impairment charge, the ratio was 4.58%.
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6
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This ratio was calculated without the other-than-temporary
impairment charge on investment securities. Including the impairment charge,
the ratio was 158.9%.
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5
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
This discussion and analysis reflects GFFCs consolidated financial statements and other
relevant statistical data and is intended to enhance your understanding of our financial
condition and results of operations. You should read the information in this section in
conjunction with our consolidated financial statements and their notes beginning on page 22
of this annual report, and the other statistical data provided in this report. The
preparation of financial statements involves the application of accounting policies relevant
to our business. Certain of our accounting policies are important to the portrayal of our
financial condition, since they require management to make difficult, complex or subjective
judgments, some of which may relate to matters that are inherently uncertain. Estimates
associated with these policies are susceptible to material changes as a result of changes in
facts and circumstances. Facts and circumstances that could affect these judgments include,
without limitation, changes in interest rates, in the performance of the economy or in the
financial condition of borrowers.
General
GFFCs results of operations are dependent primarily on net interest income, which is the
difference between the income earned on our loans and securities and our cost of funds,
consisting of the interest paid on deposits and borrowings. Results of operations are also
affected by the provision for loan losses and service charges and fees collected on our
deposit accounts. GFFCs general, administrative and other expense primarily consists of
employee compensation and benefits, occupancy and equipment expense, franchise taxes, data
processing expense, other operating expenses and federal income taxes. For 2008 and 2009,
general, administrative and other expense also consisted of an other-than-temporary
impairment charge on securities. Results of operations are also significantly affected by
general economic and competitive conditions, particularly changes in interest rates,
government policies and actions of regulatory authorities.
Forward-looking statements
This annual report contains forward-looking statements, which use words such as expect,
intend, anticipate, plan, estimate, attempt, seek and will. These
forward-looking statements discuss the following matters:
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our estimates of future income and expenses;
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our business plans, prospects and operating strategies;
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the quality of our assets, including loans and investments; and
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other goals, intentions and expectations.
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6
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
These forward-looking statements are subject to significant risks, assumptions and
uncertainties, including the following influences that could cause actual results to differ
materially from those contemplated by the forward-looking statements:
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general economic conditions, either in our market area or nationally, that
are significantly different from what we expect;
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increasing foreclosures in our market area;
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increasing difficulty in obtaining deposits;
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inflation and changes in the interest rate environment that reduce our
interest margins or reduce the market value of our assets;
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increased competition among financial institutions within our market area;
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adverse changes in the securities markets;
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changes in consumer spending, borrowing and savings habits;
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legislative or regulatory changes that affect our business;
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our ability, either due to our resources or outside factors, that affect our
success in entering into or growing in new markets and cross-selling in our
existing market;
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changes in accounting policies and practices, as may be adopted by the
governmental agencies that regulate our business and the Financial Accounting
Standards Board; and
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unexpected costs for compensation and benefits.
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Because of these and possible other uncertainties that we do not foresee, actual future
results may differ materially from the results indicated by the forward-looking statements
contained in this report.
Critical accounting policies
We consider accounting policies involving significant judgments and assumptions by management
that have, or could have, a material impact on the carrying value of certain assets or on
income to be critical accounting policies. Greenville Federal considers its accounting for
the allowance for loan losses and mortgage servicing rights to involve critical accounting
policies.
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, which is charged against income. In
determining the allowance for loan losses, management makes significant estimates and has
identified this policy as one of the most critical for us.
7
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
Management performs a quarterly evaluation of the allowance for loan losses. Consideration
is given to a variety of factors in establishing this estimate, including, but not limited
to, current economic conditions, delinquency statistics, geographic and industry
concentrations, the adequacy of the underlying collateral, the financial strength of
individual borrowers, results of internal loan reviews and other relevant factors. This
evaluation is inherently subjective as it requires material estimates that may be susceptible
to significant change.
The analysis has two components, specific allocations and general allocations. Specific
allocations are made for loans that are 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. Management also analyzes historical loss
experience, delinquency trends, general economic conditions and geographic and industry
concentrations. This analysis establishes factors that are applied to the loan groups to
determine the amount of the general reserve. Actual loan losses may be significantly more
than the reserves established which could have a material negative effect on financial
results.
Mortgage servicing rights are recognized as separate assets when loans are sold with
servicing retained. Mortgage servicing rights are subject to an impairment assessment based
upon fair value estimates. A pooling methodology is applied for valuation purposes, in which
loans supporting mortgage servicing rights and with similar characteristics are pooled
together. Once pooled, each grouping of loans supporting the mortgage servicing rights is
evaluated on a discounted earnings basis to determine the present value of future earnings
that a purchaser could expect to realize from the portfolio. Earnings are projected from a
variety of sources, including loan service fees, interest earned on float, net interest
earned on escrow balances, miscellaneous income and costs to service the loans. The present
value of future earnings is the estimated market value for the pool, calculated using
consensus assumptions that a third-party purchaser would utilize in evaluating a potential
acquisition of the servicing rights. Events that may significantly affect the estimates used
are changes in interest rates and the related impact on mortgage loan prepayment speeds and
the payment performance of the underlying loans. Based on the assumptions discussed, pre-tax
projections are prepared for each pool of loans serviced by a third-party provider. These
earning figures approximate the cash flow that could be received from the servicing
portfolio. Management reviews the valuation information, and mortgage servicing rights are
carried at the lower of amortized cost or fair value.
Comparison of financial condition at June 30, 2009 and June 30, 2008
At June 30, 2009, Greenville Federal had total assets of $119.6 million, a decrease of $6.6
million, or 5.2%, compared to the $126.1 million total at June 30, 2008. The decrease in
total assets was due primarily to the decline in the fair value of investment securities
designated as available for sale and maturing investment securities, partially offset by an
increase in loans receivable.
Cash and cash equivalents, consisting of cash and due from banks and interest-bearing
deposits in other financial institutions, totaled $4.5 million at June 30, 2009, a decrease
of $2.7 million, or
38.0%, from June 30, 2008. Investment securities totaled $11.9 million at June 30, 2009, a
decrease of $6.3 million, or 34.5%, from the $18.2 million total at June 30, 2008.
8
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
The decrease in investment securities was due primarily to a $3.3 million
other-than-temporary impairment charge on equity securities and $2.0 million of U. S.
Government sponsored entity obligations maturing during the year ended June 30, 2009.
Mortgage-backed securities totaled $1.8 million at June 30, 2009, an increase of $542,000, or
42.3%, from the $1.3 million total at June 30, 2008, due primarily to the purchase of a
Gennie Mae mortgage-backed security, partially offset by principal repayments during the
period. Loans receivable totaled $91.7 million at June 30, 2009, an increase of $1.8
million, or 2.0%, over June 30, 2008. The increase resulted primarily from loan
disbursements of $15.2 million, which were partially offset by principal repayments of $13.0
million and loans transferred into real estate owned of $378,000. At June 30, 2009, the loan
portfolio, before net items, was comprised of $82.4 million of residential real estate loans,
95.4% of which were loans secured by one- to four-family residential real estate, $5.8
million of loans secured by nonresidential real estate, $2.3 million of commercial loans and
$2.7 million in consumer loans. During fiscal 2009, Greenville Federal increased its
portfolio of residential real estate loans by $2.6 million, or 3.3%. However, its portfolio
of commercial loans decreased by $609,000, or 21.2%. Management would like to increase
nonresidential, consumer and commercial lending as a means to diversify the portfolio and to
obtain an increase in yield. While these loan types generally entail a greater degree of
risk than one- to four-family residential loans, management believes such loans have been
conservatively underwritten. The majority of these loans have been made to existing
customers. While Greenville Federal did not realize increases in nonresidential, consumer
and commercial loans during the year ended June 30, 2009, management intends to pursue a
limited rate of growth over the next year in these loans, but is committed to retaining its
historical focus on one- to four-family residential lending.
At June 30, 2009, the allowance for loan losses totaled $577,000, or 0.62% of total loans,
compared to $583,000, or 0.64% of total loans, at June 30, 2008. Nonperforming loans totaled
$834,000 at June 30, 2009, compared to $747,000 at June 30, 2008. At June 30, 2009,
non-performing loans were comprised primarily of one- to four-family loans. The allowance
for loan losses totaled 69.2% and 78.1% of nonperforming loans at June 30, 2009 and 2008,
respectively. In determining the allowance for loan losses at any point in time, management
and the board of directors apply a systematic process focusing on the risk of loss in the
portfolio. First, the loan portfolio is segregated by loan types to be evaluated
collectively and loan types to be evaluated individually. Delinquent multi-family and
nonresidential loans are evaluated individually for potential impairment. Second, the
allowance for loan losses is evaluated using Greenville Federals historic loss experience,
adjusted for changes in economic trends in Greenville Federals lending area, by applying
these adjusted loss percentages to the loan types to be evaluated collectively in the
portfolio.
Greenville Federals analysis of the allowance for loan losses as of and for the year ended
June 30, 2009, included recognition of the increasing level of foreclosure actions filed in
Greenville Federals lending area over the past year. To the best of managements knowledge,
all known and inherent losses that are probable and that can be reasonably estimated have
been recorded at June 30, 2009. Although management believes that its allowance for loan
losses conforms with generally accepted accounting principles based upon the available facts
and circumstances, there can be no assurance that additions to the allowance will not be
necessary in future periods, which would adversely affect our results of operations.
9
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
Deposits totaled $72.9 million at June 30, 2009, a decrease of $10.8 million, or 12.9%, from
the $83.7 million total at June 30, 2008. The decrease resulted primarily from a decrease in
short-term certificates of deposit during the period. Greenville Federal participates in a
bidding process for short-term public deposits through the Bid Ohio program. On the first
Tuesday of each month, the Ohio Treasurers office sponsors an online auction for eligible
Ohio state depository banks to bid on interim State funds. Such short-term deposits from the
State of Ohio decreased by $12.0 million to a total of $1.0 million at June 30, 2009,
compared to $13.0 million at June 30, 2008. Greenville Federal also participates in a
bidding process for local short-term public funds. Such short-term deposits from the City of
Greenville totaled $500,000 at June 30, 2009.
Although management generally strives to maintain a moderate rate of growth in deposits,
primarily through consistent marketing and pricing strategies, Greenville Federal
historically has not engaged in short-term, promotional increases in interest rates on
deposits, nor has it generally offered the highest interest rate on deposit products in its
market area. During a period of low interest rates on loans, it has been difficult for many
financial institutions to attract deposits at interest rates low enough to maintain an
acceptable interest rate spread. Greenville Federal intends to continue to search for
creative ways to attract deposits without paying excessive interest rates.
Advances from the Federal Home Loan Bank amounted to $26.9 million at June 30, 2009, an
increase of $7.7 million, or 40.0%, compared to June 30, 2008. The increase in advances was
primarily the result of low interest rates offered on advances by the Federal Home Loan Bank.
During the fiscal year ended June 30, 2009, funds from advances were a more affordable option
than the above mentioned short-term public deposits. The advances taken had maturities
between five and ten years with rates ranging from 2.77% to 3.63%.
Stockholders equity totaled $18.6 million at June 30, 2009, a decrease of $6.6, or 5.2%,
from June 30, 2008. The decrease resulted from a net loss of $3.2 million for the fiscal
year ended June 30, 2009, and dividends paid on common stock of $272,000, which were
partially offset by the effects of amortization of ESOP expense of $47,000, stock benefit
plan expense of $73,000, and a $67,000 increase in the unrealized gains on securities
designated as available for sale. Greenville Federal is required to maintain minimum
regulatory capital pursuant to federal regulations. At June 30, 2009, Greenville Federals
regulatory capital continued to exceed all minimum regulatory capital requirements and met
the requirements for Greenville Federal to be deemed well capitalized.
Comparison of results of operations for the fiscal years ended June 30, 2009 and
June 30, 2008
General.
Greenville Federal recorded a net loss of $3.2 million for the fiscal year ended
June 30, 2009, compared to a net loss of $923,000 recorded for the fiscal year ended June 30,
2008. The decline in net income was primarily attributable to a $3.3 million non-cash
impairment charge on investment securities, an increase in other components of general,
administrative, and other expense of $845,000, and a $195,000 increase in federal income
taxes, which were partially offset by a $292,000 increase in net interest income and a
decrease of $34,000 in the provision for losses on loans.
Excluding the $3.3 million, non-cash impairment charge on investment securities, Greenville
Federal recorded net income of $176,000.
10
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
Interest income.
Total interest income amounted to $6.8 million for the fiscal year ended
June 30, 2009, a decrease of $613,000, or 8.3%, compared to the fiscal year ended June 30,
2008. The decrease in interest income primarily reflects the effect of a decrease in average
interest-earning assets outstanding year to year, coupled with a decrease in the
weighted-average yield from 6.24% in fiscal 2008 to 6.07% in fiscal 2009.
Interest income on loans decreased by $52,000, or 0.9%, for the fiscal year ended June 30,
2009, compared to fiscal 2008, due primarily to a decrease in the weighted-average yield on
loans, to 6.59% for fiscal 2009 from 6.80% for fiscal 2008, partially offset by a $2.0
million, or 2.2%, increase in the average balance outstanding. Interest income on
mortgage-backed securities increased by $8,000, or 9.0%, during the fiscal year ended June
30, 2009, due primarily to a $243,000 increase in the average balance outstanding, partially
offset by a decrease in the weighted-average yield from 5.99% in fiscal 2008 to 5.61% in
fiscal 2009. Interest income on investment securities decreased by $487,000, or 44.4%,
during the fiscal year ended June 30, 2009, due primarily to a decrease of $10.3 million, or
42.7%, in the average balance outstanding, along with a decrease in the weighted-average
yield from 4.57% in fiscal 2008 to 4.43% in fiscal 2009. All yields decreased due to lower
interest rates in the economy during fiscal year 2009.
Interest expense
.
Interest expense totaled $2.5 million for the fiscal year ended June 30,
2009, a decrease of $905,000, or 26.5%, from interest expense of $3.4 million for fiscal
2008. This decrease resulted from a decrease in the weighted-average cost of funds, to 2.61%
for fiscal 2009, compared to 3.44% for fiscal 2008, along with a $2.9 million, or 2.9%,
decrease in the average balance of deposits and borrowings outstanding for the fiscal year
ended June 30, 2009. Interest expense on deposits totaled $1.6 million for the fiscal year
ended June 30, 2009, a decrease of $694,000, or 30.0%, from fiscal 2008. This decrease was a
result of a decrease in the weighted-average cost of deposits, to 2.18% for fiscal 2009,
compared to 3.06% for fiscal 2008, coupled with a decrease in the average balance of deposits
outstanding of $1.2 million, or 1.6%. Interest expense on borrowings totaled $895,000 for
the fiscal year ended June 30, 2009, a decrease of $211,000, or 19.1%, from fiscal 2008.
This decrease was due to a decrease in the average balance outstanding of $1.7 million, or
7.1%, coupled with a decrease in the weighted-average cost of borrowings from 4.65% to 4.05%.
The weighted-average cost of deposits and borrowings decreased due to lower interest rates
in the economy during fiscal year 2009.
Net interest income
. As a result of the foregoing changes in interest income and interest
expense, net interest income increased by $292,000, or 7.3%, during the fiscal year ended
June 30, 2009, compared to fiscal 2008. The average interest rate spread increased to 3.46%
for the fiscal year ended June 30, 2009, from 2.80% for fiscal 2008. The net interest margin
increased to 3.83% for the fiscal year ended June 30, 2009, from 3.37% for fiscal 2008.
Provision for loan losses
. A provision for loan losses is charged to earnings to maintain
the total allowance for loan losses at a level calculated by management based on historical
experience, the volume and type of lending conducted by Greenville Federal, the status of
past due principal and interest payments and managements assessment of economic factors in
Greenville Federals lending area that may affect the collectability of Greenville Federals
loan portfolio. Based upon an analysis of these factors, management recorded a provision for
loan losses totaling $155,000 for the fiscal year ended June 30, 2009, a decrease of $34,000
compared to fiscal 2008. The provision recorded during the fiscal year ended June 30, 2009,
generally reflects managements perception of the risk prevalent in the economy integrated
with the overall increase in the level of the loan
portfolio and the decrease in charge-offs due to foreclosures or accepting deeds in lieu of
foreclosure recorded in fiscal 2009. Management believes all nonperforming loans are
adequately collateralized; however, there can be no assurance that the allowance for loan
losses will be adequate to absorb losses on known nonperforming assets or that the allowance
will be adequate to cover losses on nonperforming assets in the future.
11
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
Other income
.
Other income totaled $843,000 for the fiscal year ended June 30, 2009, a
decrease of $15,000, or 1.7%, compared to other income of $858,000 recorded for the fiscal
year ended June 30, 2008. The decrease was primarily attributable to a decrease of $24,000,
or 4.0%, in customer service charges, which were partially offset by an increase of $7,000,
or 700.0%, from gain on sale of real estate owned, and an increase of $2,000, or 0.8%, in
other operating income. The decrease in customer service charges was a result of customers
not allowing their checking accounts to be overdrawn. Greenville Federal has not
experienced material changes in the volume of real estate owned during fiscal year 2009. The
property values are reevaluated from time to time and adjusted based on the appraisal
findings. The ability to sell the properties has remained similar to trends from previous
years.
General, administrative and other expense
.
General, administrative and other expense, net of
the $3.3 million non-cash impairment charge on investment securities, totaled $4.8 million
for the fiscal year ended June 30, 2009, an increase of $837,000, or 20.9%, compared to
fiscal 2008. The increase in general, administrative and other expense was due primarily to
a $425,000, or
62.1%, increase in other operating expense, a $334,000, or 16.0%, increase in employee
compensation and benefits, a $180,000, or 580.6%, increase in provision for loss on real
estate acquired through foreclosure, and a $57,000, or 15.1% increase in occupancy and
equipment expense, which were partially offset by a $133,000 or 24.6%, decrease in data
processing expense, and a $25,000, or 11.6%, decrease in franchise taxes. The increase in
other operating expense was due primarily to a $193,000 increase in professional fees
expense, mostly related to the Corporations search for a new President and Chief Executive
Officer; a $127,000 increase in FDIC insurance premiums due primarily to a special assessment
imposed on all insured financial institutions; and a $38,000 increase for repairs on real
estate acquired through foreclosure or deed in lieu of foreclosure. Additional FDIC special
assessments or increases are possible in the future. The increase in employee compensation
and benefits was primarily attributable to an increase in employee compensation due to
regular merit increases, final payments for sick and vacation time for past employees, and a
$10,000 sign-on bonus for the new Chief Executive Officer. Accrued compensation also
contributed to the increase, along with an increase in group medical insurance. The increase
in occupancy and equipment expense was due primarily to a computer and server equipment
upgrade that was implemented during fiscal 2009. The decrease in data processing expense was
primarily attributable to a decrease in the rate structure from the data processor during the
year. The decrease in franchise taxes is due to the decreased size of our capital from year
to year.
12
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
The non-cash impairment charge on investment securities resulted from an investment by the
Corporations subsidiary, Greenville Federal, in the AMF Ultra Short Mortgage Fund (the
Fund). Rating agency downgrades of the underlying mortgage-related securities held in the
Fund had significantly decreased the net asset value of the Fund. In May 2008, the manager
of the Fund informed Greenville Federal that the redemption in kind feature of the Fund had
been activated, meaning that any investor in the Fund wanting to redeem its investment in the
Fund would receive
payment mostly in the form of the securities held in the Funds portfolio in the amount of
its representative interest in the securities held by the Fund, rather than in the form of
cash. It is the policy of the Fund to pay cash in an amount not to exceed $250,000 over a
ninety-day period to each investor requesting redemption. In light of the continuing decline
in the fair value of the Fund, the securities downgrades and the activation of the redemption
in kind feature, the Board of Directors of Greenville Federal determined that the impairment
in the value of the Fund was other-than-temporary, requiring the expensing of the impairment
charge.
At June 30, 2009, after several quarterly non-cash impairment charges, GFFC recorded the
value of Greenville Federals investment in the Fund as $11.9 million. During the final
quarter of fiscal year 2009, the value of the Fund began to increase slowly. As of September
18
, 2009, the net asset value of Greenville Federals percentage of the Fund had
increased to approximately $12.0
million. Since July 2008, Greenville
Federal has redeemed $1.3 million in cash from the Fund.
GFFC can provide no assurance with respect to the future net asset value of the Fund nor
whether Greenville Federal will record further non-cash impairment charges if management
determines that any declines in the net asset value of the Fund after June 30, 2009, are
other-than-temporary. Although Greenville Federal expects to make additional cash
redemptions as permitted, no assurance can be provided that it will continue to do so as such
a decision will depend upon managements analysis of the Fund and its condition from time to
time.
Federal income taxes
. Greenville Federal recorded a federal income tax credit provision of
$36,000 for the fiscal year ended June 30, 2009, compared to a $231,000 provision recorded
for fiscal 2008. The difference resulted primarily from not receiving any tax related
benefits during fiscal 2009 relating to the additional $1.5 million non-cash impairment
charge recorded for the Fund. The effective tax credit was 1.1% and 20.0% for the fiscal
years ended June 30, 2009 and 2008, respectively, which reflected the effects of nontaxable
income.
13
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
Average balance sheets
The following table presents certain of GFFCs average balance sheet information and reflects the
average yield on interest-earning assets and the average cost of customer deposits and Federal Home
Loan Bank of Cincinnati advances for the fiscal years ended June 30, 2009 and 2008. Such yields
and costs are derived by dividing annual income or expense by the average monthly balance of
interest-earning assets or interest-bearing liabilities, respectively, for the years presented.
Average balances are derived from daily balances, net of the allowance for loan losses.
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
|
|
|
|
|
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
|
Average
|
|
|
income/
|
|
|
Yield/
|
|
|
Average
|
|
|
income/
|
|
|
Yield/
|
|
|
|
balances
|
|
|
expense
|
|
|
rates
|
|
|
balances
|
|
|
expense
|
|
|
rates
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
Loans receivable
1
|
|
$
|
90,729
|
|
|
$
|
5,983
|
|
|
|
6.59
|
%
|
|
$
|
88,761
|
|
|
$
|
6,034
|
|
|
|
6.80
|
%
|
Mortgage-backed securities
|
|
|
1,729
|
|
|
|
97
|
|
|
|
5.63
|
|
|
|
1,485
|
|
|
|
89
|
|
|
|
5.99
|
|
Investment securities
|
|
|
13,778
|
|
|
|
611
|
|
|
|
4.44
|
|
|
|
24,032
|
|
|
|
1,098
|
|
|
|
4.57
|
|
Other interest-bearing deposits
|
|
|
5,933
|
|
|
|
118
|
|
|
|
2.00
|
|
|
|
4,594
|
|
|
|
201
|
|
|
|
4.38
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-earning assets
|
|
|
112,169
|
|
|
|
6,809
|
|
|
|
6.07
|
|
|
|
118,872
|
|
|
|
7,422
|
|
|
|
6.24
|
|
Non-interest-earning assets
|
|
|
9,794
|
|
|
|
|
|
|
|
|
|
|
|
8,516
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
121,963
|
|
|
|
|
|
|
|
|
|
|
$
|
127,388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand deposits
|
|
$
|
4,680
|
|
|
|
19
|
|
|
|
0.40
|
|
|
$
|
4,459
|
|
|
|
25
|
|
|
|
0.56
|
|
Savings deposits
|
|
|
20,971
|
|
|
|
164
|
|
|
|
0.74
|
|
|
|
19,379
|
|
|
|
215
|
|
|
|
1.11
|
|
Time deposits
|
|
|
48,567
|
|
|
|
1,433
|
|
|
|
2.95
|
|
|
|
51,567
|
|
|
|
2,070
|
|
|
|
4.01
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing deposits
|
|
|
74,218
|
|
|
|
1,616
|
|
|
|
2.14
|
|
|
|
75,405
|
|
|
|
2,310
|
|
|
|
3.06
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Borrowings
|
|
|
22,092
|
|
|
|
895
|
|
|
|
4.05
|
|
|
|
23,781
|
|
|
|
1,106
|
|
|
|
4.65
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest-bearing liabilities
|
|
|
96,310
|
|
|
|
2,511
|
|
|
|
2.61
|
|
|
|
99,186
|
|
|
|
3,416
|
|
|
|
3.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-interest-bearing demand deposits
|
|
|
4,792
|
|
|
|
|
|
|
|
|
|
|
|
4,420
|
|
|
|
|
|
|
|
|
|
Non-interest-bearing liabilities
|
|
|
1,263
|
|
|
|
|
|
|
|
|
|
|
|
1,525
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
6,055
|
|
|
|
|
|
|
|
|
|
|
|
105,131
|
|
|
|
|
|
|
|
|
|
Stockholders equity
|
|
|
19,598
|
|
|
|
|
|
|
|
|
|
|
|
22,257
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and
stockholders equity
|
|
$
|
121,963
|
|
|
|
|
|
|
|
|
|
|
$
|
127,388
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
|
|
|
$
|
4,298
|
|
|
|
|
|
|
|
|
|
|
$
|
4,006
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate spread
|
|
|
|
|
|
|
|
|
|
|
3.46
|
%
|
|
|
|
|
|
|
|
|
|
|
2.80
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest margin (net
interest income as a
percent of average
interest-earning assets)
|
|
|
|
|
|
|
|
|
|
|
3.83
|
%
|
|
|
|
|
|
|
|
|
|
|
3.37
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Average interest-earning
assets to average interest-
bearing liabilities
|
|
|
|
|
|
|
|
|
|
|
116.47
|
%
|
|
|
|
|
|
|
|
|
|
|
119.85
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1
|
|
Includes average balances of non-accrual loans.
|
14
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
Yields earned and rates paid
The following table sets forth, for the years and at the date indicated, the weighted-average
yields earned on GFFCs interest-earning assets, the weighted-average interest rates paid on
interest-bearing liabilities, the interest rate spread and the net interest margin on
interest-earning assets. Such yields and costs are derived by dividing income or expense by
the average balances of assets or liabilities, respectively, for the years presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
At June 30,
|
|
|
Year ended June 30,
|
|
|
|
2009
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average yield on loan portfolio
1
|
|
|
6.21
|
%
|
|
|
6.59
|
%
|
|
|
6.80
|
%
|
Weighted-average yield on mortgage-backed securities
|
|
|
5.40
|
|
|
|
5.63
|
|
|
|
5.99
|
|
Weighted-average yield on investment securities
|
|
|
4.20
|
|
|
|
4.44
|
|
|
|
4.57
|
|
Weighted-average yield on interest-bearing deposits
|
|
|
1.97
|
|
|
|
2.00
|
|
|
|
4.38
|
|
Weighted-average yield on all interest-earning assets
|
|
|
5.81
|
|
|
|
6.07
|
|
|
|
6.24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted-average interest rate on deposits
|
|
|
1.77
|
|
|
|
2.14
|
|
|
|
3.06
|
|
Weighted-average interest rate on Federal Home
Loan Bank advances
|
|
|
3.83
|
|
|
|
4.05
|
|
|
|
4.65
|
|
Weighted-average interest rate paid on all interest-bearing liabilities
|
|
|
2.31
|
|
|
|
2.61
|
|
|
|
3.44
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate spread (spread between weighted-average
interest rate on all interest-earning assets and all
interest-bearing liabilities)
|
|
|
3.49
|
|
|
|
3.46
|
|
|
|
2.80
|
|
Net interest margin (net interest income as a percentage
of average interest-earning assets)
|
|
NA
|
|
|
|
3.83
|
|
|
|
3.37
|
|
|
|
|
1
|
|
Includes average balances of non-accrual loans.
|
15
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
The following table describes the extent to which changes in interest rates and changes in
volume of interest-earning assets and interest-bearing liabilities have affected GFFCs
interest income and expense during the years indicated. For each category of
interest-earning assets and interest-bearing liabilities, information is provided on changes
attributable to (i) changes in volume (change in volume multiplied by prior year rate), (ii)
changes in rate (change in rate multiplied by prior year volume) and (iii) total changes in
rate and volume. The combined effects of changes in both volume and rate, which cannot be
separately identified, have been allocated proportionately to the change due to volume and
the change due to rate.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Year ended June 30,
|
|
|
|
2009 vs. 2008
|
|
|
|
Increase
|
|
|
|
(decrease)
|
|
|
|
due to
|
|
|
|
Volume
|
|
|
Rate
|
|
|
Total
|
|
|
|
(In thousands)
|
|
Interest income attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans receivable
|
|
$
|
132
|
|
|
$
|
(184
|
)
|
|
$
|
(52
|
)
|
Mortgage-backed securities
|
|
|
14
|
|
|
|
(6
|
)
|
|
|
8
|
|
Investment securities
|
|
|
(455
|
)
|
|
|
(33
|
)
|
|
|
(488
|
)
|
Interest-earning deposits
|
|
|
48
|
|
|
|
(129
|
)
|
|
|
(81
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
(261
|
)
|
|
|
(352
|
)
|
|
|
(613
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest expense attributable to:
|
|
|
|
|
|
|
|
|
|
|
|
|
Demand deposits
|
|
|
1
|
|
|
|
(7
|
)
|
|
|
(6
|
)
|
Savings deposits
|
|
|
16
|
|
|
|
(68
|
)
|
|
|
(52
|
)
|
Time deposits
|
|
|
(115
|
)
|
|
|
(521
|
)
|
|
|
(636
|
)
|
Federal Home Loan Bank advances
|
|
|
(75
|
)
|
|
|
(136
|
)
|
|
|
(211
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
(173
|
)
|
|
|
(732
|
)
|
|
|
(905
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (decrease) in net interest income
|
|
$
|
(88
|
)
|
|
$
|
380
|
|
|
$
|
292
|
|
|
|
|
|
|
|
|
|
|
|
Asset and liability management
Greenville Federal, like other financial institutions, is subject to interest rate risk to
the extent that our interest-earning assets reprice differently than our interest-bearing
liabilities. As part of its effort to monitor and manage interest rate risk, Greenville
Federal uses the net portfolio value (NPV) methodology adopted by the Office of Thrift
Supervision.
Generally, NPV is the discounted present value of the difference between incoming cash flows
on interest-earning and other assets and outgoing cash flows on interest-bearing and other
liabilities. The application of the methodology attempts to quantify interest rate risk as
the change in the NPV that would result from a theoretical change in market interest rates.
Both increases and decreases in market interest rates are considered.
Presented below, as of June 30, 2009 and 2008, is an analysis of Greenville Federals
interest rate risk as measured by changes in NPV for instantaneous and sustained parallel
shifts in market interest rates.
16
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
As illustrated in the tables, Greenville Federals NPV is more sensitive to rising rates than
declining rates. Differences in sensitivity occur principally because, as rates rise,
borrowers do not prepay fixed-rate loans as quickly as they do when interest rates are
declining. As a result, in a rising interest rate environment, the amount of interest
Greenville Federal would receive on its loans would increase relatively slowly as loans are
slowly repaid and new loans at higher rates are made. Moreover, the interest Greenville
Federal would pay on deposits would increase because deposits generally have shorter periods
to repricing. A possible flow of funds away from savings institutions into direct
investments or other investment vehicles, such as mutual funds, which can occur for a number
of reasons, may also affect our NPV. Assumptions used in calculating the amounts in this
table are Office of Thrift Supervision assumptions.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009
|
|
|
|
Net portfolio value
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net portfolio value as
|
|
|
|
|
|
|
|
Estimated increase (decrease)
|
|
|
a percentage of
|
|
Change in
|
|
|
|
|
|
in NPV
|
|
|
present value of assets
(3)
|
|
interest rates
|
|
Estimated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
(basis points)
(1)
|
|
NPV
|
|
|
Amount
|
|
|
Percent
|
|
|
NPV ratio
(4)
|
|
|
basis points
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
+300
|
|
$
|
12,150
|
|
|
$
|
(2,437
|
)
|
|
|
(17
|
)%
|
|
|
10.17
|
%
|
|
(140
|
)bp
|
+200
|
|
|
13,334
|
|
|
|
(1,253
|
)
|
|
|
(9
|
)
|
|
|
10.93
|
|
|
|
(64
|
)
|
+100
|
|
|
14,202
|
|
|
|
(386
|
)
|
|
|
(3
|
)
|
|
|
11.43
|
|
|
|
(14
|
)
|
0
|
|
|
14,587
|
|
|
|
|
|
|
|
|
|
|
|
11.57
|
|
|
|
|
|
-100
|
|
|
14,282
|
|
|
|
(305
|
)
|
|
|
(2
|
)
|
|
|
11.22
|
|
|
|
(35
|
)
|
-200
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
|
|
Net portfolio value
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net portfolio value as
|
|
|
|
|
|
|
|
Estimated increase (decrease)
|
|
|
a percentage of
|
|
Change in
|
|
|
|
|
|
in NPV
|
|
|
present value of assets
(3)
|
|
interest rates
|
|
Estimated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Change in
|
|
(basis points)
(1)
|
|
NPV
|
|
|
Amount
|
|
|
Percent
|
|
|
NPV ratio
(4)
|
|
|
basis points
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
+300
|
|
$
|
14,541
|
|
|
$
|
(3,933
|
)
|
|
|
(21
|
)%
|
|
|
11.58
|
%
|
|
(241
|
) bp
|
+200
|
|
|
15,791
|
|
|
|
(2,683
|
)
|
|
|
(15
|
)
|
|
|
12.37
|
|
|
|
(162
|
)
|
+100
|
|
|
17,295
|
|
|
|
(1,179
|
)
|
|
|
(6
|
)
|
|
|
13.31
|
|
|
|
(68
|
)
|
0
|
|
|
18,474
|
|
|
|
|
|
|
|
|
|
|
|
13.99
|
|
|
|
|
|
-100
|
|
|
19,095
|
|
|
|
621
|
|
|
|
3
|
|
|
|
14.29
|
|
|
|
30
|
|
-200
(5)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1)
|
|
One hundred basis points equals one percent. Assumes an instantaneous uniform
change in interest rates at all maturities.
|
|
(2)
|
|
Net portfolio value represents the discounted present value of the difference
between incoming cash flows on interest-earning and other assets and outgoing cash flows on
interest-bearing liabilities.
|
|
(3)
|
|
Present value of assets represents the discounted present value of incoming cash
flows on interest-earning assets.
|
|
(4)
|
|
NPV ratio represents the net portfolio value divided by the present value of assets.
|
|
(5)
|
|
Because of the low interest rate environment, the Office of Thrift Supervision did
not calculate results for minus 200 bp.
|
17
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
The change in our NPV that would have been caused by the respective interest rate shock was
within the policy limits set by the board of directors. The board of directors considers the
results of each quarterly analysis and factors the information into its decision in adjusting
the pricing of loans and deposits in the future.
As with any method of measuring interest rate risk, certain shortcomings are inherent in the
NPV approach. For example, although certain assets and liabilities may have similar
maturities or periods of repricing, they may react in different degrees to changes in market
rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in
advance of changes in market rates while interest rates on other types may lag behind changes
in market rates. Further, in the event of a change in interest rates, expected rates of
prepayment on loans and mortgage-backed securities and early withdrawal levels from
certificates of deposit would likely deviate significantly from those assumed in making the
risk calculations.
If interest rates rise from the current levels, Greenville Federals net interest income will
be adversely affected. In order to maintain Greenville Federals net interest margin,
management is continually developing and modifying Greenville Federals strategies to
stimulate the demand for quality loans and tailoring the types of loan products available
that can be adjusted to match the current market conditions.
Liquidity and capital resources
GFFCs liquidity, primarily represented by cash and cash equivalents, is a result of its
operating, investing and financing activities. These activities are summarized below for the
fiscal years ended June 30, 2009 and 2008.
|
|
|
|
|
|
|
|
|
|
|
Year ended June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
Net loss
|
|
$
|
(3,153
|
)
|
|
$
|
(923
|
)
|
Adjustments to reconcile net loss to net
cash from operating activities
|
|
|
3,407
|
|
|
|
2,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
254
|
|
|
|
1,077
|
|
Net cash provided by investing activities
|
|
|
358
|
|
|
|
5,902
|
|
Net cash used in financing activities
|
|
|
(3,358
|
)
|
|
|
(3,286
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
(2,746
|
)
|
|
|
3,693
|
|
Cash and cash equivalents at beginning of year
|
|
|
7,220
|
|
|
|
3,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
4,474
|
|
|
$
|
7,220
|
|
|
|
|
|
|
|
|
18
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
GFFCs principal sources of funds are deposits, loan and mortgage-backed securities
repayments, maturities of securities and other funds provided by operations. The Corporation
also borrows from the Federal Home Loan Bank of Cincinnati. While scheduled loan repayments
and maturing investments are relatively predictable, deposit flows and early loan and
mortgage-backed security prepayments are more influenced by interest rates, general economic
conditions and competition. The Corporation maintains investments in liquid assets based
upon managements assessment of (i) the need for funds, (ii) expected deposit flows, (iii)
the yields available on short-term liquid assets and (iv) the objectives of the
asset/liability management program. The Corporation historically has not used derivative or
hedging instruments, and management currently has no intention of using such instruments in
the foreseeable future.
GFFC has announced its intention to conduct a tender offer for its shares. As more fully
described in the Schedule TO filed with the Securities and Exchange Commission, as amended,
GFFC will pay up to a maximum of $1.5 million for the repurchase of its shares. The
repurchase will be funded by cash held on deposit by GFFC at Greenville Federal. GFFC
anticipates that Greenville Federal will continue to exceed all regulatory requirements to be
deemed well capitalized and to have adequate liquidity following such repurchases. GFFC has
no other material commitments or need for capital resources or liquidity, at the holding
company level, other than regular quarterly dividends, and it will continue to have
substantial cash that can be contributed to Greenville Federal if necessary for Greenville
Federals capital and liquidity requirements.
Office of Thrift Supervision regulations require Greenville Federal to maintain an average
daily balance of liquid assets, which may include, but are not limited to, investments in
United States Treasury obligations, federal agency obligations and other investments having
maturities of five years or less, in an amount sufficient to provide a source of relatively
liquid funds upon which Greenville Federal may rely if necessary to fund deposit withdrawals
or other short-term funding needs. Greenville Federal considers its capital reserves
sufficient to meet its outstanding short- and long-term needs. Adjustments to liquidity and
capital reserves may be necessary, however, if loan demand increases more than expected or if
deposits decrease substantially.
19
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
The following table sets forth information regarding Greenville Federals obligations and
commitments to make future payments under contract as of June 30, 2009.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Payments due by period
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
More
|
|
|
|
|
|
|
1 year or
|
|
|
Over 1-3
|
|
|
Over 3-5
|
|
|
than
|
|
|
|
|
|
|
less
|
|
|
years
|
|
|
years
|
|
|
5 years
|
|
|
Total
|
|
|
|
(In thousands)
|
|
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Advances from the Federal Home Loan Bank
|
|
$
|
8,363
|
|
|
$
|
8,811
|
|
|
$
|
4,101
|
|
|
$
|
5,628
|
|
|
$
|
26,903
|
|
Certificate of deposit maturities
|
|
|
23,786
|
|
|
|
10,024
|
|
|
|
7,700
|
|
|
|
11
|
|
|
|
41,521
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amount of commitments expiration per period:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commitments to originate one- to four-family
loans
|
|
|
1,394
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1,394
|
|
Letters of credit
|
|
|
35
|
|
|
|
20
|
|
|
|
|
|
|
|
|
|
|
|
55
|
|
Home equity and commercial lines of credit
|
|
|
2,486
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,486
|
|
Undisbursed loans in process
|
|
|
562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
562
|
|
Lease obligations
|
|
|
52
|
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
69
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations
|
|
$
|
36,678
|
|
|
$
|
18,872
|
|
|
$
|
11,801
|
|
|
$
|
5,639
|
|
|
$
|
72,990
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
We monitor our liquidity position on a daily basis. We anticipate that we will have sufficient
funds to meet our current funding commitments. Based on our deposit retention experience and
current pricing strategy, we anticipate that a significant portion of maturing time deposits will
be retained.
20
Greenville Federal Financial Corporation
Managements Discussion and Analysis of Financial Condition and
Results of Operations
The Corporations capital supports business growth, provides protection to depositors and
represents the investment of stockholders. The Corporation maintains capital commensurate
with the overall risk profile of the Corporation and to meet all regulatory guidelines. The
Corporations stockholders equity decreased from $22.3 million at June 30, 2008, to $18.6
million at June 30, 2009, primarily as a result of a $3.2 million net loss for fiscal year
2009. The Corporations stockholders equity was 15.57% of total assets at June 30, 2009 and
17.33% of total assets at June 30, 2008.
Greenville Federal is required by applicable law to meet certain minimum capital standards.
Such capital standards include a tangible capital requirement, a core capital requirement or
leverage ratio and a risk-based capital requirement. Greenville Federal exceeded all of its
capital requirements at June 30, 2009.
The following table summarizes Greenville Federals regulatory capital requirements and
actual capital at June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Excess of regulatory
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
capital over current
|
|
|
|
Regulatory capital
|
|
|
Current requirement
|
|
|
requirement
|
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
Amount
|
|
|
Percent
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible capital
|
|
$
|
10,288
|
|
|
|
8.6
|
%
|
|
$
|
1,791
|
|
|
|
1.5
|
%
|
|
$
|
8,498
|
|
|
|
7.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core capital
|
|
$
|
10,288
|
|
|
|
8.6
|
%
|
|
$
|
4,776
|
|
|
|
4.0
|
%
|
|
$
|
5,512
|
|
|
|
4.6
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-based capital
|
|
$
|
10,813
|
|
|
|
13.8
|
%
|
|
$
|
6,257
|
|
|
|
8.0
|
%
|
|
$
|
4,556
|
|
|
|
5.8
|
%
|
Impact of Inflation and Changing Prices
The consolidated financial statements and notes included herein have been prepared in
accordance with U.S. GAAP. U.S. GAAP requires us to measure financial position and operating
results in terms of historical dollars, and changes in the relative value of money due to
inflation or recession are generally not considered.
In managements opinion, changes in interest rates affect the financial condition of a
financial institution to a far greater degree than changes in the inflation rate. While
interest rates are greatly influenced by changes in the inflation rate, they do not change at
the same rate or in the same magnitude as the inflation rate. Rather, interest rate
volatility is based on changes in the expected rate of inflation, as well as on changes in
monetary and fiscal policies.
21
Report of Independent Registered Public Accounting Firm
Audit Committee, Board of Directors and Stockholders
Greenville Federal Financial Corporation
Greenville, Ohio
We have audited the accompanying consolidated balance sheets of Greenville Federal Financial
Corporation as of June 30, 2009 and 2008, and the related consolidated statements of operations,
comprehensive income (loss), stockholders equity and cash flows for each of the years in the
two-year period ended June 30, 2009. The Companys management is responsible for these financial
statements. Our responsibility is to express an opinion on these financial statements based on our
audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight
Board (United States). Those standards require that we plan and perform the audits to obtain
reasonable assurance about whether the financial statements are free of material misstatement. The
Company is not required to have, nor were we engaged to perform, an audit of its internal control
over financial reporting. Our audits included consideration of internal control over financial
reporting as a basis for designing auditing procedures that are appropriate in the circumstances,
but not for the purpose of expressing an opinion on the effectiveness of the Companys internal
control over financial reporting. Accordingly, we express no such opinion. Our audits also
included examining, on a test basis, evidence supporting the amounts and disclosures in the
financial statements, assessing the accounting principles used and significant estimates made by
management and evaluating the overall financial statement presentation. We believe that our audits
provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all
material respects, the financial position of Greenville Federal Financial Corporation as of June
30, 2009 and 2008, and the results of its operations and its cash flows for each of the years in
the two-year period ended June 30, 2009, in conformity with accounting principles generally
accepted in the United States of America.
As discussed in Note 16 to the financial statements, effective July 1, 2008, the Company adopted
Statement of Financial Accounting Standards No. 157,
Fair Value Measurements
.
/s/
BKD, LLP
Cincinnati, Ohio
September 28, 2009
22
Greenville Federal Financial Corporation
Consolidated Balance Sheets
June 30, 2009 and 2008
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Assets
|
|
|
|
|
|
|
|
|
Cash and due from banks
|
|
$
|
1,870
|
|
|
$
|
1,601
|
|
Interest-bearing deposits in other financial institutions
|
|
|
2,604
|
|
|
|
5,619
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
|
4,474
|
|
|
|
7,220
|
|
|
|
|
|
|
|
|
|
|
Investment securities available for sale at market
|
|
|
11,888
|
|
|
|
16,157
|
|
Investment securities held to maturity at amortized cost
|
|
|
11
|
|
|
|
2,021
|
|
Mortgage-backed securities held to maturity at amortized cost
|
|
|
1,822
|
|
|
|
1,280
|
|
Loans receivable net of allowance for loans losses of $577
and $583 at June 30, 2009 and 2008, respectively
|
|
|
91,663
|
|
|
|
89,851
|
|
Office premises and equipment at depreciated cost
|
|
|
1,958
|
|
|
|
1,907
|
|
Real estate acquired through foreclosure
|
|
|
559
|
|
|
|
687
|
|
Stock in Federal Home Loan Bank at cost
|
|
|
2,003
|
|
|
|
1,976
|
|
Cash surrender value of life insurance
|
|
|
4,151
|
|
|
|
4,002
|
|
Accrued interest receivable
|
|
|
511
|
|
|
|
549
|
|
Deferred federal income taxes
|
|
|
176
|
|
|
|
157
|
|
Prepaid expenses and other assets
|
|
|
354
|
|
|
|
319
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
119,570
|
|
|
$
|
126,126
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
72,918
|
|
|
$
|
83,697
|
|
Advances from the Federal Home Loan Bank
|
|
|
26,903
|
|
|
|
19,214
|
|
Advances by borrowers for taxes and insurance
|
|
|
406
|
|
|
|
398
|
|
Accrued interest payable
|
|
|
111
|
|
|
|
215
|
|
Other liabilities
|
|
|
618
|
|
|
|
691
|
|
Accrued federal income taxes
|
|
|
|
|
|
|
55
|
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
100,956
|
|
|
|
104,270
|
|
|
|
|
|
|
|
|
|
|
Commitments and Contingencies
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Common stock authorized 8,000,000 shares, $.01 par value;
2,298,411 shares issued and 2,297,851 outstanding
|
|
|
23
|
|
|
|
23
|
|
Treasury Stock, at cost, 560 shares
|
|
|
(4
|
)
|
|
|
|
|
Additional paid-in capital
|
|
|
9,051
|
|
|
|
9,021
|
|
Retained earnings restricted
|
|
|
10,018
|
|
|
|
13,443
|
|
Shares acquired by Employee Stock Ownership Plan
|
|
|
(541
|
)
|
|
|
(631
|
)
|
Accumulated comprehensive loss unrealized losses on
securities designated as available for sale
|
|
|
67
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
18,614
|
|
|
|
21,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
119,570
|
|
|
$
|
126,126
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
23
Greenville Federal Financial Corporation
Consolidated Statements of Operations
For the years ended June 30, 2009 and 2008
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Interest Income
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
5,982
|
|
|
$
|
6,034
|
|
Mortgage-backed securities
|
|
|
97
|
|
|
|
89
|
|
Investment securities
|
|
|
611
|
|
|
|
1,098
|
|
Interest-bearing deposits and other
|
|
|
119
|
|
|
|
201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest income
|
|
|
6,809
|
|
|
|
7,422
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest Expense
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
1,616
|
|
|
|
2,310
|
|
Borrowings
|
|
|
895
|
|
|
|
1,106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total interest expense
|
|
|
2,511
|
|
|
|
3,416
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income
|
|
|
4,298
|
|
|
|
4,006
|
|
|
|
|
|
|
|
|
|
|
Provision for Loan Losses
|
|
|
155
|
|
|
|
189
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Interest Income After Provision for Loan Losses
|
|
|
4,143
|
|
|
|
3,817
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Income
|
|
|
|
|
|
|
|
|
Customer service charges
|
|
|
572
|
|
|
|
596
|
|
Gain (loss) on sale of real estate acquired through foreclosure
|
|
|
6
|
|
|
|
(1
|
)
|
Other operating
|
|
|
265
|
|
|
|
263
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other income
|
|
|
843
|
|
|
|
858
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
General, Administrative and Other Expense
|
|
|
|
|
|
|
|
|
Employee compensation and benefits
|
|
|
2,426
|
|
|
|
2,092
|
|
Occupancy and equipment
|
|
|
434
|
|
|
|
377
|
|
Franchise taxes
|
|
|
190
|
|
|
|
215
|
|
Data processing
|
|
|
408
|
|
|
|
541
|
|
Advertising
|
|
|
62
|
|
|
|
69
|
|
Loss on sale of investments
|
|
|
6
|
|
|
|
|
|
Other operating
|
|
|
1,109
|
|
|
|
684
|
|
Impairment charge on investment securities
|
|
|
3,329
|
|
|
|
1,820
|
|
Provision for loss on real estate acquired through foreclosure
|
|
|
211
|
|
|
|
31
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total general, administrative and other expense
|
|
|
8,175
|
|
|
|
5,829
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss Before Federal Income Taxes (Credits)
|
|
|
(3,189
|
)
|
|
|
(1,154
|
)
|
|
|
|
|
|
|
|
|
|
Federal Income Taxes (Credits)
|
|
|
|
|
|
|
|
|
Current
|
|
|
(36
|
)
|
|
|
48
|
|
Deferred
|
|
|
|
|
|
|
(279
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total federal income tax credits
|
|
|
(36
|
)
|
|
|
(231
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(3,153
|
)
|
|
$
|
(923
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss Per Share Basic and Diluted
|
|
$
|
(1.42
|
)
|
|
$
|
(0.42
|
)
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
24
Greenville Federal Financial Corporation
Consolidated Statements of Comprehensive Income (Loss)
For the years ended June 30, 2009 and 2008
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(3,153
|
)
|
|
$
|
(923
|
)
|
|
|
|
|
|
|
|
|
|
Other Comprehensive (Loss) Gain, Net of Related Tax Benefits:
|
|
|
|
|
|
|
|
|
Unrealized holding gains on securities during the year
|
|
|
61
|
|
|
|
|
|
Reclassification adjustment for realized loss on securities
|
|
|
6
|
|
|
|
|
|
Reclassification of impairment charge included in net loss,
net of taxes of $175 for the year ended June 30, 2008
|
|
|
|
|
|
|
339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive Loss
|
|
$
|
(3.086
|
)
|
|
$
|
(584
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accumulated Comprehensive Gain
|
|
$
|
67
|
|
|
$
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
25
Greenville Federal Financial Corporation
Consolidated Statements of Stockholders Equity
For the years ended June 30, 2009 and 2008
(In thousands, except share data)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
|
Gains
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquired
|
|
|
(Losses) on
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
by Employee
|
|
|
Securities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Additional
|
|
|
|
|
|
|
Stock
|
|
|
Designated
|
|
|
|
|
|
|
Common
|
|
|
Treasury
|
|
|
Paid-in
|
|
|
Retained
|
|
|
Ownership
|
|
|
as Available
|
|
|
|
|
|
|
Stock
|
|
|
Shares
|
|
|
Capital
|
|
|
Earnings
|
|
|
Plan
|
|
|
for Sale
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, July 1, 2007
|
|
$
|
23
|
|
|
$
|
|
|
|
$
|
9,145
|
|
|
$
|
14,636
|
|
|
$
|
(721
|
)
|
|
$
|
(339
|
)
|
|
$
|
22,744
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Impairment losses recognized on securities
designated as available for sale, net of
related taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
339
|
|
|
|
339
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(923
|
)
|
|
|
|
|
|
|
|
|
|
|
(923
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends paid of $.28 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(270
|
)
|
|
|
|
|
|
|
|
|
|
|
(270
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of ESOP expense
|
|
|
|
|
|
|
|
|
|
|
(13
|
)
|
|
|
|
|
|
|
90
|
|
|
|
|
|
|
|
77
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense recognized for 2006 equity plan trust
|
|
|
|
|
|
|
|
|
|
|
74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
74
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares acquired by 2006 equity plan trust
|
|
|
|
|
|
|
|
|
|
|
(185
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(185
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2008
|
|
|
23
|
|
|
|
|
|
|
|
9,021
|
|
|
|
13,443
|
|
|
|
(631
|
)
|
|
|
|
|
|
|
21,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gain on securities designated as
available for sale, net of related taxes
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
67
|
|
|
|
67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss for the year ended June 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(3,153
|
)
|
|
|
|
|
|
|
|
|
|
|
(3,153
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash dividends paid of $.28 per share
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(272
|
)
|
|
|
|
|
|
|
|
|
|
|
(272
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Repurchase of ESOP shares, now Treasury shares
|
|
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(4
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Amortization of ESOP expense
|
|
|
|
|
|
|
|
|
|
|
(43
|
)
|
|
|
|
|
|
|
90
|
|
|
|
|
|
|
|
47
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Expense recognized for 2006 equity plan trust
|
|
|
|
|
|
|
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
73
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, June 30, 2009
|
|
$
|
23
|
|
|
$
|
(4
|
)
|
|
$
|
9051
|
|
|
$
|
10,018
|
|
|
$
|
(541
|
)
|
|
$
|
67
|
|
|
$
|
18,614
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
26
Greenville Federal Financial Corporation
Consolidated Statements of Cash Flows
For the years ended June 30, 2009 and 2008
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Cash Flows from Operating Activities
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(3,153
|
)
|
|
$
|
(923
|
)
|
Adjustments to reconcile net income (loss) to net cash provided by
operating activities:
|
|
|
|
|
|
|
|
|
Accretion and amortization of premiums and discounts on
investment and mortgage-backed securities net
|
|
|
(4
|
)
|
|
|
(4
|
)
|
Amortization of deferred loan origination fees
|
|
|
(121
|
)
|
|
|
(43
|
)
|
Depreciation and amortization
|
|
|
135
|
|
|
|
125
|
|
Amortization of mortgage servicing rights
|
|
|
32
|
|
|
|
30
|
|
Amortization of ESOP expense
|
|
|
47
|
|
|
|
77
|
|
Other-than-temporary impairment charge on investment securities
|
|
|
3,329
|
|
|
|
1,820
|
|
Loss on redemption of investment security
|
|
|
6
|
|
|
|
|
|
Provision for loan losses
|
|
|
155
|
|
|
|
189
|
|
Provision for losses on mortgage servicing rights
|
|
|
2
|
|
|
|
10
|
|
Provision for losses on real estate acquired through foreclosure
|
|
|
211
|
|
|
|
31
|
|
(Gain) loss on sale of real estate acquired through foreclosure
|
|
|
(6
|
)
|
|
|
1
|
|
Amortization of expense related to stock benefit plans
|
|
|
73
|
|
|
|
74
|
|
Federal Home Loan Bank stock dividends
|
|
|
(27
|
)
|
|
|
(51
|
)
|
Increase in cash surrender value of life insurance
|
|
|
(149
|
)
|
|
|
(153
|
)
|
Increase (decrease) in cash due to changes in:
|
|
|
|
|
|
|
|
|
Accrued interest receivable
|
|
|
38
|
|
|
|
1
|
|
Prepaid expenses and other assets
|
|
|
(82
|
)
|
|
|
(69
|
)
|
Accrued interest payable
|
|
|
(104
|
)
|
|
|
(118
|
)
|
Other liabilities
|
|
|
(73
|
)
|
|
|
304
|
|
Federal income taxes
|
|
|
|
|
|
|
|
|
Current
|
|
|
(55
|
)
|
|
|
55
|
|
Deferred
|
|
|
|
|
|
|
(279
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating activities
|
|
|
254
|
|
|
|
1,077
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Flows Provided by (Used in) Investing Activities
|
|
|
|
|
|
|
|
|
Purchases of investment securities designated as available for sale
|
|
|
|
|
|
|
(450
|
)
|
Purchases of mortgage securities designated as held to maturity
|
|
|
(1,004
|
)
|
|
|
|
|
Proceeds from redemption of investment securities designated as
available for sale
|
|
|
1,000
|
|
|
|
|
|
Proceeds from maturity of investment securities designated as held
to maturity
|
|
|
2,010
|
|
|
|
9,010
|
|
Proceeds from repayment of mortgage-backed securities
|
|
|
466
|
|
|
|
408
|
|
Loan principal repayments
|
|
|
12,955
|
|
|
|
12,415
|
|
Loan disbursements
|
|
|
(15,179
|
)
|
|
|
(15,672
|
)
|
Purchase of office premises and equipment
|
|
|
(186
|
)
|
|
|
(10
|
)
|
Additions to real estate acquired through foreclosure
|
|
|
(14
|
)
|
|
|
|
|
Proceeds from sale of real estate acquired through foreclosure
|
|
|
310
|
|
|
|
201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by investing activities
|
|
|
358
|
|
|
|
5,902
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating and investing
activities (subtotal carried forward)
|
|
|
612
|
|
|
|
6,979
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
27
Greenville Federal Financial Corporation
Consolidated Statements of Cash Flows
For the years ended June 30, 2009 and 2008
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by operating and investing
activities (subtotal brought forward)
|
|
$
|
612
|
|
|
$
|
6,979
|
|
|
|
|
|
|
|
|
|
|
Cash Flows Provided by (Used in) Financing Activities
|
|
|
|
|
|
|
|
|
Net increase (decrease) in deposit accounts
|
|
|
(10,779
|
)
|
|
|
4,064
|
|
Proceeds from Federal Home Loan Bank advances
|
|
|
11,750
|
|
|
|
30,000
|
|
Repayment of Federal Home Loan Bank advances
|
|
|
(4,061
|
)
|
|
|
(36,911
|
)
|
Advances by borrowers for taxes and insurance
|
|
|
8
|
|
|
|
16
|
|
Shares acquired by 2006 equity plan
|
|
|
|
|
|
|
(185
|
)
|
Purchase of Treasury Stock
|
|
|
(4
|
)
|
|
|
|
|
Dividends paid on common stock
|
|
|
(272
|
)
|
|
|
(270
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(3,358
|
)
|
|
|
(3,286
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Increase (Decrease) in Cash and Cash Equivalents
|
|
|
(2,746
|
)
|
|
|
3,693
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, Beginning of Year
|
|
|
7,220
|
|
|
|
3,527
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and Cash Equivalents, End of Year
|
|
$
|
4,474
|
|
|
$
|
7,220
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Cash Flow Information
|
|
|
|
|
|
|
|
|
Cash paid during the year for:
|
|
|
|
|
|
|
|
|
Interest on deposits and borrowings
|
|
$
|
2,615
|
|
|
$
|
3,534
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income taxes
|
|
$
|
92
|
|
|
$
|
83
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental Disclosure of Noncash Investing Activities
|
|
|
|
|
|
|
|
|
Transfers from loans to real estate acquired through foreclosure
|
|
$
|
378
|
|
|
$
|
673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unrealized gains on securities designated as available for
sale, net of related tax benefits
|
|
$
|
67
|
|
|
$
|
|
|
|
|
|
|
|
|
|
See Notes to Consolidated Financial Statements
28
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Note 1: Summary of Accounting Policies
Greenville Federal Financial Corporation (the Corporation or GFFC) is the federally
chartered savings and loan holding company of Greenville Federal and was formed upon the
completion of the conversion of Greenville Federal into the stock form of organization and
its reorganization into the mutual holding company structure (the Reorganization) pursuant
to Greenville Federals Third Amended Plan of Reorganization and Stock Issuance Plan (the
Plan). Pursuant to the Plan, on January 4, 2006, Greenville Federal converted into the
stock form of ownership and issued all of its outstanding stock to the Corporation, and the
Corporation sold 45% of its outstanding common stock, at $10.00 per share, to Greenville
Federals depositors and others, including a newly formed employee stock ownership plan, and
55% of its outstanding common stock to Greenville Federal MHC, a federally chartered mutual
holding company.
Greenville Federal, located in Greenville, Ohio, conducts a general banking business in
west-central Ohio, which consists of attracting deposits from the general public and applying
those funds to the origination of loans for residential, consumer and nonresidential
purposes. Greenville Federals profitability is significantly dependent on net interest
income, which is the difference between interest income generated from interest-earning
assets (i.e. loans and investments) and interest expense paid on interest-bearing liabilities
(i.e. customer deposits and borrowed funds). Net interest income is affected by the relative
amount of interest-earning assets and interest-bearing liabilities and the interest received
or paid on these balances. The level of interest rates paid or received by Greenville
Federal can be significantly influenced by a number of environmental factors, such as
governmental monetary policy, that are outside of managements control.
The financial information presented herein has been prepared in accordance with accounting
principles generally accepted in the United States of America (U.S. GAAP) and general
accounting practices within the financial services industry. In preparing financial
statements in accordance with U.S. GAAP, management is required to make estimates and
assumptions that affect the reported amounts of assets and liabilities and the disclosure of
contingent assets and liabilities at the date of the financial statements and revenues and
expenses during the reporting period. Actual results could differ from such estimates.
The following is a summary of the Corporations significant accounting policies which have
been consistently applied in the preparation of the accompanying financial statements.
Principles of Consolidation
The consolidated financial statements include the accounts of GFFC and Greenville Federal.
All intercompany transactions and balances have been eliminated.
29
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Loans Receivable
Loans held in the portfolio are stated at the principal balance outstanding, adjusted for
deferred loan origination fees and costs and the allowance for loan losses. Interest is
accrued as earned unless the collectibility of the loan is in doubt. Interest on loans that
are contractually past due is charged off, or an allowance is established based on
managements periodic evaluation. The allowance is established by a charge to interest
income equal to all interest previously accrued, and income is subsequently recognized only
to the extent that cash payments are received until, in managements judgment, the borrowers
ability to make periodic interest and principal payments has returned to normal, in which
case the loan is returned to accrual status.
Loans held for sale are carried at the lower of cost or market, determined in the aggregate.
In computing cost, deferred loan origination fees are deducted from the principal balances of
the related loans. The Corporation had no loans held for sale at June 30, 2009 and 2008.
Securities
Available-for-sale securities, which include any security for which the Corporation has no
immediate plan to sell but which may be sold in the future, are carried at fair value.
Unrealized gains and losses are recorded, net of related income tax effects, in other
comprehensive income.
Held-to-maturity securities, which include any security for which the Corporation has the
positive intent and ability to hold until maturity, are carried at historical cost adjusted
for amortization of premiums and accretion of discounts.
Amortization of premiums and accretion of discounts are recorded as interest income from
securities. Realized gains and losses are recorded as net security gains (losses). Gains
and losses on sales of securities are determined on the specific-identification method.
Loan Origination Fees and Costs
All loan origination fees received, net of certain direct origination costs, are deferred on
a loan-by-loan basis and amortized to interest income using the interest method, giving
effect to actual loan prepayments. Loan origination costs represent the direct costs
attributable to originating a loan, i.e., principally actual personnel costs. Fees received
for loan commitments are deferred and amortized over the life of the related loan using the
interest method.
30
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Allowance for Loan Losses
It is the Corporations policy to provide valuation allowances for estimated losses on loans
based upon past loss experience, trends in the level of delinquent and specific problem
loans, adverse situations that may affect the borrowers ability to repay, the estimated
value of any underlying collateral and current and anticipated economic conditions in the
primary market area. When the collection of a loan becomes doubtful, or otherwise troubled,
the Corporation records a loan loss provision equal to the difference between the fair value
of the property securing the loan and the loans carrying value. Major loans and major
lending areas are reviewed periodically to determine potential problems at an early date.
The allowance for loan losses is increased by charges to earnings and decreased by
charge-offs (net of recoveries).
Impaired loans are measured based upon the present value of expected future cash flows
discounted at the loans effective interest rate or, as an alternative, at the loans
observable market price or fair value of the collateral.
A loan is defined as impaired when, based on current information and events, it is probable
that the Corporation will be unable to collect all amounts due according to the contractual
terms of the loan agreement. The Corporation considers its investment in one- to four-family
residential loans and consumer installment loans to be homogeneous and therefore excluded
from separate identification for evaluation of impairment. With respect to the Corporations
investment in multi-family, nonresidential and commercial real estate loans, and its
evaluation of impairment thereof, such loans are collateral dependent and as a result are
carried, as a practical expedient, at the lower of cost or fair value.
It is the Corporations policy to charge off unsecured credits that are more than 120 days
delinquent. Similarly, collateral dependent loans which are more than ninety days delinquent
are considered to constitute more than a minimum delay in repayment and are evaluated for
impairment at that time. The Corporation had $1.0 million in loans that would be defined as
impaired at June 30, 2009.
Office Premises and Equipment
Office premises and equipment are carried at cost and include expenditures which extend the
useful lives of existing assets. Maintenance, repairs and minor renewals are expensed as
incurred. For financial reporting, depreciation and amortization are provided on the
straight-line method over the useful lives of the assets, estimated to be forty years for
buildings and improvements, three to ten years for furniture and equipment, and five years
for automobiles. An accelerated method is used for tax reporting purposes.
31
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Real Estate Acquired through Foreclosure
Real estate acquired through foreclosure is carried at the lower of the loans unpaid
principal balance (cost) or fair value less estimated selling expenses at the date of
acquisition. Real estate loss provisions are recorded if the properties fair value
subsequently declines below the value determined at the recording date. In determining the
lower of cost or fair value at acquisition, costs relating to development and improvement of
property are considered. Costs relating to holding real estate acquired through foreclosure,
net of rental income, are charged against earnings as incurred.
Investment in Federal Home Loan Bank Stock
Greenville Federal is required, as a condition of membership in the Federal Home Loan Bank of
Cincinnati (FHLB), to maintain an investment in FHLB common stock. The stock is redeemable
at par and, therefore, its cost is equivalent to its redemption value. Greenville Federals
ability to redeem FHLB shares is dependent on the redemption practices of the FHLB. At June
30, 2009, the FHLB placed no restrictions on redemption of shares in excess of a members
required investment in the stock.
Mortgage Servicing Rights
Mortgage servicing rights on originated loans that have been sold are capitalized based on
their fair value. Capitalized servicing rights are amortized in proportion to and over the
period of estimated servicing revenues. Impairment of mortgage-servicing rights is assessed
based on the fair value of those rights. Fair values are estimated using discounted cash
flows based on a current market interest rate. For purposes of measuring impairment, the
rights are stratified based on the predominant risk characteristics of the underlying loans.
The predominant characteristic currently used for stratification is type of loan. The amount
of impairment recognized is the amount by which the capitalized mortgage servicing rights for
a stratum exceed their fair value. Mortgage servicing rights are included in other assets on
the consolidated statement of financial condition.
Income Taxes
Deferred tax assets and liabilities are recognized for the tax effects of differences between
the financial statement and tax bases of assets and liabilities. A valuation allowance is
established to reduce deferred tax assets if it is more likely than not that a deferred tax
asset will not be realized. The Corporation files consolidated income tax returns with its
subsidiary.
Cash and Cash Equivalents
For purposes of reporting cash flows, cash and cash equivalents include cash and due from
banks and interest-bearing deposits in other financial institutions (including the FHLB and
the Federal Reserve Bank) with original terms to maturity of less than ninety days.
32
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Fair Value of Financial Instruments
Statement of Financial Accounting Standards (SFAS) No. 107, Disclosures about Fair Value
of Financial Instruments, requires disclosure of fair value of financial instruments, both
assets and liabilities, whether or not recognized in the statement of financial condition,
for which it is practicable to estimate that value. For financial instruments where quoted
market prices are not available, fair values are based on estimates using present value and
other valuation methods.
The methods used are greatly affected by the assumptions applied, including the discount rate
and estimates of future cash flows. Therefore, the fair values presented may not represent
amounts that could be realized in an exchange for certain financial instruments.
The following methods and assumptions were used by the Corporation in estimating its fair
value disclosures for financial instruments at June 30, 2009 and 2008:
Cash and cash equivalents
: The carrying amounts presented in the consolidated
balance sheets for cash and cash equivalents are deemed to approximate fair value.
Investment and mortgage-backed securities
: For investment and mortgage-backed
securities, fair value is deemed to equal the quoted market price.
Loans receivable
: The loan portfolio has been segregated into categories with
similar characteristics, such as one- to four-family residential, multi-family residential,
nonresidential real estate, commercial and consumer loans. These loan categories were
further delineated into fixed-rate and adjustable-rate loans. The fair values for the
resultant loan categories were computed via discounted cash flow analysis, using current
interest rates offered for loans with similar terms to borrowers of similar credit quality.
Federal Home Loan Bank stock
: The carrying amount presented in the consolidated
balance sheets is deemed to approximate fair value.
Accrued Interest Receivable
: The carrying amount presented in the consolidated
balance sheets is deemed to approximate fair value.
Deposits
: The fair value of checking and NOW accounts, savings accounts, and money
market deposits is deemed to approximate the amount payable on demand at June 30, 2009 and
2008. Fair values for fixed-rate certificates of deposit have been estimated using a
discounted cash flow calculation using the interest rates currently offered for deposits of
similar remaining maturities.
Federal Home Loan Bank advances
: The fair value of Federal Home Loan Bank advances
has been estimated using discounted cash flow analysis, based on the interest rates currently
offered for advances of similar remaining maturities.
Accrued Interest Payable
: The carrying amount presented in the consolidated balance
sheets is deemed to approximate fair value.
Commitments to extend credit
: For fixed-rate and adjustable-rate loan commitments,
the fair value estimate considers the difference between current levels of interest rates and
committed rates. At June 30, 2009 and 2008, the fair value of loan commitments was not
material.
33
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Based on the foregoing methods and assumptions, the carrying value and fair value of the
Corporations financial instruments are as follows at June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
Carrying
|
|
|
Fair
|
|
|
Carrying
|
|
|
Fair
|
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
Value
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Assets
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
4,474
|
|
|
$
|
4,474
|
|
|
$
|
7,220
|
|
|
$
|
7,220
|
|
Investment securities available
for sale
|
|
|
11,888
|
|
|
|
11,888
|
|
|
|
16,157
|
|
|
|
16,157
|
|
Investment securities held to
maturity
|
|
|
11
|
|
|
|
11
|
|
|
|
2,021
|
|
|
|
2,022
|
|
Mortgage-backed securities
|
|
|
1,822
|
|
|
|
1,893
|
|
|
|
1,280
|
|
|
|
1,300
|
|
Loans receivable
|
|
|
91,663
|
|
|
|
96,002
|
|
|
|
89,851
|
|
|
|
89,307
|
|
Federal Home Loan Bank stock
|
|
|
2,003
|
|
|
|
2,003
|
|
|
|
1,976
|
|
|
|
1,976
|
|
Accrued interest receivable
|
|
|
511
|
|
|
|
511
|
|
|
|
549
|
|
|
|
549
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
112,372
|
|
|
$
|
116,782
|
|
|
$
|
119,054
|
|
|
$
|
118,531
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Financial Liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
$
|
72,918
|
|
|
$
|
73,859
|
|
|
$
|
83,697
|
|
|
$
|
84,324
|
|
Advances from the Federal Home
Loan Bank
|
|
|
26,903
|
|
|
|
26,192
|
|
|
|
19,214
|
|
|
|
19,183
|
|
Advances by borrowers for taxes
and insurance
|
|
|
406
|
|
|
|
406
|
|
|
|
398
|
|
|
|
398
|
|
Accrued interest payable
|
|
|
111
|
|
|
|
111
|
|
|
|
215
|
|
|
|
215
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
100,338
|
|
|
$
|
100,568
|
|
|
$
|
103,524
|
|
|
$
|
104,120
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash Surrender Value of Life Insurance
The cash surrender value of bank-owned life insurance policies represents the value of life
insurance policies on certain officers of the Corporation for which the Corporation is the
beneficiary. The Corporation accounts for these assets using the cash surrender value method
in determining the carrying value of the insurance policies.
Advertising
Advertising costs are expensed when incurred.
Earnings Per Share
Basic earnings per common share is computed based upon the weighted-average number of common
shares outstanding during the year, less shares in the Corporations Employee Stock Ownership
Plan (ESOP) that are unallocated and not committed to be released.
34
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
For the fiscal year ended June 30, 2009, weighted-average shares outstanding were computed as
follows: (1) 2,298,210 shares were issued for the period from July 1, 2008 through June 30,
2009, (2) 59,684 weighted-average shares in the ESOP that were unallocated and not committed
to be released were not considered outstanding for the fiscal year ended June 30, 2009, and
(3) 14,792 weighted-average shares acquired for the Greenville Federal Financial Corporation 2006
Equity Plan (the 2006 Equity Plan) that were not awarded were treated as treasury shares
and not considered outstanding. Weighted-average shares outstanding totaled 2,223,734 for
the fiscal year ended June 30, 2009. Diluted earnings per common share include the dilutive
effect of all additional potential common shares issuable. Weighted-average shares
outstanding for purposes of computing diluted earnings per share totaled 2,223,734 for the
fiscal year ended June 30, 2009. Options to purchase 52,400 shares of common stock at $9.45
per share and 28,000 shares at $4.13 per share were outstanding at June 30, 2009, but were
excluded from the computation of diluted earnings per share because the exercise price was
greater than the average fair value of the common shares.
For the fiscal year ended June 30, 2008, weighted-average shares outstanding were computed as
follows: (1) 2,298,411 shares were issued for the period from July 1, 2007 through June 30,
2008, (2) 68,700 weighted-average shares in the ESOP that were unallocated and not committed
to be released were not considered outstanding for the fiscal year ended June 30, 2008, and
(3) 11,127 weighted-average shares acquired for the 2006 Equity Plan that were not awarded
were treated as treasury shares and not considered outstanding. Weighted-average shares
outstanding totaled 2,218,584 for the fiscal year ended June 30, 2008. Diluted earnings per
common share include the dilutive effect of all additional potential common shares issuable.
Weighted-average shares outstanding for purposes of computing diluted earnings per share
totaled 2,218,584 for the fiscal year ended June 30, 2008. Options to purchase 74,800 shares
of common stock at $9.45 per share were outstanding at June 30, 2008, but were excluded from
the computation of diluted earnings per share because the exercise price was greater than the
average fair value of the common shares.
Reclassifications
Certain reclassifications have been made to the 2008 financial statements to conform to the
2009 financial statement presentation. These reclassifications had no effect on net income.
Recent Accounting Developments
In September 2006, the Financial Accounting Standards Board (FASB) issued Statement of
Financial Accounting Standards (SFAS) No. 157,
Fair Value Measurements
. This Statement
defines fair value, establishes a framework for measuring fair value and expands disclosures
about fair value measurements. This Statement emphasizes that fair value is a market-based
measurement and should be determined based on assumptions that a market participant would use
when pricing an asset or liability. This Statement clarifies that market participant
assumptions should include assumptions about risk as well as the effect of a restriction on
the sale or use of an asset. Additionally, this Statement establishes a fair value hierarchy
that provides the highest priority to quoted prices in active markets and the lowest priority
to unobservable data. As discussed in Note 16, the Corporation adopted SFAS 157, effective
July 1, 2008, as required, without material effect on the Corporations statement of
financial condition or results of operations.
35
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
In February 2007, the FASB issued SFAS No. 159,
The Fair Value Option for Financial Assets
and Financial Liabilities Including an Amendment of FASB Statement No. 115
. This Statement
allows companies the choice to measure many financial instruments and certain other items at
fair value. The objective is to improve financial reporting by providing entities with the
opportunity to mitigate volatility in reported earnings caused by measuring related assets
and liabilities differently without having to apply complex hedge accounting provisions.
This Statement is expected to expand the use of fair value measurement, which is consistent
with the FASBs long-term measurement objectives for accounting for financial instruments.
This Statement is effective as of the beginning of an entitys first fiscal year that begins
after November 15, 2007, or July 1, 2008 as to the Corporation, and interim periods within
that fiscal year. The Corporation adopted SFAS No. 159 effective July 1, 2008, as required.
The Corporation did not elect the fair value option for any of its financial assets and
liabilities; therefore, the adoption had no effect on the financial statements.
In September 2006, the FASB ratified the Emerging Issues Task Forces (EITF) Issue 06-4,
Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement
Split-Dollar Life Insurance Arrangements
, which requires companies to recognize a liability
and related compensation costs for endorsement split-dollar life insurance policies that
provide a benefit to an employee extending to postretirement periods. The liability should
be recognized based on the substantive agreement with the employee. This Issue is effective
beginning January 1, 2008. The Issue can be applied as either a change in accounting
principle through a cumulative-effect adjustment to retained earnings as of the beginning of
the year of adoption, or a change in accounting principle through retrospective application
to all periods. The Corporation adopted Issue 06-4 without effect on the financial
statements, as the Corporation currently has no split-dollar policies.
In September 2006, the FASB ratified a consensus opinion reached by the EITF on EITF Issue
06-5,
Accounting for Purchases of Life Insurance Determining the Amount that Could be
Realized in Accordance with FASB Technical Bulletin No. 85-4
. The guidance in EITF Issue
06-5 requires policyholders to consider other amounts included in the contractual terms of an
insurance policy, in addition to cash surrender value, for purposes of determining the amount
that could be realized under the terms of the insurance contract. If it is probable that
contractual terms would limit the amount that could be realized under the insurance contract,
those contractual limitations should be considered when determining the realizable amounts.
The amount that could be realized under the insurance contract should be determined on an
individual policy (or certificate) level and should include any amount realized on the
assumed surrender of the last individual policy or certificate in a group policy.
The Corporation holds several life insurance policies; however, the policies do not contain
any provisions that would restrict or reduce the cash surrender value of the policies. The
consensus in EITF Issue 06-5 is effective for fiscal years beginning after December 15, 2006.
The Corporation applied the guidance in EITF Issue 06-5 effective July 1, 2007, which did
not have any effect on the Corporations financial statements.
In July 2006, the FASB issued FASB Interpretation No. 48 (FIN 48),
Accounting for
Uncertainty in Income Taxes
. The interpretation clarifies the accounting for uncertainty in
income taxes recognized in a companys financial statements in accordance with SFAS No. 109,
36
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Accounting for Income Taxes
. Specifically, FIN 48 prescribes a recognition threshold and a
measurement attribute for the financial statement recognition and measurement of a tax
provision taken or expected to be taken on a tax return. FIN 48 also provides guidance on
the related derecognition, classification, interest and penalties, accounting for interim
periods, disclosure, and transition of uncertain tax positions. FIN 48 is effective for
fiscal years beginning after December 15, 2006, or July 1, 2007 as to the Corporation.
Management adopted FIN 48, effective July 1, 2007, as required, without material effect on
the Corporations consolidated financial position or results of operations.
In December 2007, the FASB issued SFAS No. 141 (revised 2007), Business Combinations, which
replaces SFAS No. 141. The Statement applies to all transactions or other events in which one
entity obtains control of one or more businesses. It requires all assets acquired,
liabilities assumed and any noncontrolling interest to be measured at fair value at the
acquisition date. The Statement requires certain costs such as acquisition-related costs that
were previously recognized as a component of the purchase price, and expected restructuring
costs that were previously recognized as an assumed liability, to be recognized separately
from the acquisition as an expense when incurred.
SFAS No. 141(R) applies prospectively to business combinations for which the acquisition date
is on or after the beginning of the first annual reporting period beginning on or after
December 15, 2008 and may not be applied before that date. Concurrent with SFAS No. 141
(revised 2007), the FASB recently issued SFAS No. 160, Noncontrolling Interests in
Consolidated Financial Statements, an Amendment of ARB 51. SFAS No. 160 amends ARB 51 to
establish accounting and reporting standards for the noncontrolling interest (formerly known
as minority interest) in a subsidiary and for the deconsolidation of a subsidiary. A
subsidiary, as defined by SFAS No. 160, includes a variable interest entity that is
consolidated by a primary beneficiary. A noncontrolling interest in a subsidiary, previously
reported in the statement of financial position as a liability or in the mezzanine section
outside of permanent equity, will be included within consolidated equity as a separate line
item upon the adoption of SFAS No. 160. Further, consolidated net income will be reported at
amounts that include both the parent (or primary beneficiary) and the noncontrolling interest
with separate disclosure on the face of the consolidated statement of income of the amounts
attributable to the parent and to the noncontrolling interest. SFAS No. 160 is effective for
fiscal years, and interim periods within those fiscal years, beginning on or after
December 15, 2008.
On April 9, 2009, the FASB finalized three FASB Staff Positions (FSPs) regarding the
accounting treatment for investments, including mortgage-backed securities. These FSPs changed
the method for determining if an Other-than temporary impairment (OTTI) exists and the amount
of OTTI to be recorded through an entitys income statement. The changes brought about by the
FSPs provide greater clarity and reflect a more accurate representation of the credit and
noncredit components of an OTTI event. The three FSPs are as follows:
|
|
|
FAS
SFAS 157-4 Determining Fair Value When the Volume and Level of Activity for the
Assets or Liability Have Significantly Decreased and Identifying Transactions That Are
Not Orderly
addresses the criteria to be used in the determination of an active market
in determining whether observable transactions are Level 1 or Level 2 under the
framework established by SFAS 157,
Fair Value Measurements.
The FSP reiterates that
fair value is based on the notion of exit price in an orderly transaction between
willing market participants at the valuation date.
|
37
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
|
|
|
FSP
SFAS 115-2 and SFAS 124-2, Recognition and Presentation of Other-than-Temporary
Impairments
provide additional guidance designed to create greater clarity and
consistency in accounting for and presenting impairment losses on debt securities.
|
|
|
|
FSP
SFAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial
Instruments
enhances consistency in financial reporting by increasing the frequency of
fair value disclosures.
|
These staff positions are effective for financial statements issued for periods ending after June
15, 2009. The Corporation adopted these staff positions as of June 30, 2009 and they did not have
material effect on the Corporations financial position or results of operations.
Treasury Stock
Treasury stock is stated at cost. Cost is determined by the first-in, first-out method.
Note 2: Investment and Mortgage-backed Securities
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair value
of investment securities at June 30 are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(In thousands)
|
|
Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management fund
|
|
$
|
11,821
|
|
|
$
|
67
|
|
|
$
|
|
|
|
$
|
11,888
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal obligations
|
|
$
|
11
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
11
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(In thousands)
|
|
Available for Sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset management fund
|
|
$
|
16,157
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
16,157
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Municipal obligations
|
|
$
|
21
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
21
|
|
Federal Home Loan
Bank bonds
|
|
|
2,000
|
|
|
|
1
|
|
|
|
|
|
|
|
2,001
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
2,021
|
|
|
$
|
1
|
|
|
$
|
|
|
|
$
|
2,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
38
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
The amortized cost and estimated fair value of U.S. Government agency, government sponsored
entities and municipal obligations held to maturity, by term to maturity at June 30, 2009 and
2008, are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Fair
|
|
|
Amortized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Value
|
|
|
Cost
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Held to Maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due within one year
|
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
2,000
|
|
|
$
|
2,001
|
|
Due after one year through
three years
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total held to maturity
|
|
$
|
11
|
|
|
$
|
11
|
|
|
$
|
2,021
|
|
|
$
|
2,022
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amortized cost, gross unrealized gains, gross unrealized losses and estimated fair value
of mortgage-backed securities held to maturity at June 30 are shown below.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2009
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(In thousands)
|
|
Federal Home Loan Mortgage
Corporation participation
certificates
|
|
$
|
155
|
|
|
$
|
|
|
|
$
|
|
|
|
$
|
155
|
|
Federal National Mortgage
Association participation
certificates
|
|
|
881
|
|
|
|
42
|
|
|
|
|
|
|
|
923
|
|
Government National Mortgage
Association participation
certificates
|
|
|
786
|
|
|
|
29
|
|
|
|
|
|
|
|
815
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
mortgage-backed
securities
|
|
$
|
1,822
|
|
|
$
|
72
|
|
|
$
|
|
|
|
$
|
1,893
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
39
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30, 2008
|
|
|
|
|
|
|
|
Gross
|
|
|
Gross
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Unrealized
|
|
|
Unrealized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Gains
|
|
|
Losses
|
|
|
Value
|
|
|
|
(In thousands)
|
|
Federal Home Loan Mortgage
Corporation participation
certificates
|
|
$
|
180
|
|
|
$
|
1
|
|
|
$
|
|
|
|
$
|
181
|
|
Federal National Mortgage
Association participation
certificates
|
|
|
1,088
|
|
|
|
20
|
|
|
|
|
|
|
|
1,108
|
|
Government National Mortgage
Association participation
certificates
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
12
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
mortgage-backed
securities
|
|
$
|
1,280
|
|
|
$
|
21
|
|
|
$
|
|
|
|
$
|
1,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
The amortized cost and estimated fair values of mortgage-backed securities at June 30, 2009
and 2008, by contractual term to maturity, are shown below. Expected maturities will differ
from contractual maturities because borrowers may generally prepay obligations without
prepayment penalties.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
Estimated
|
|
|
|
|
|
|
Estimated
|
|
|
|
Amortized
|
|
|
Fair
|
|
|
Amortized
|
|
|
Fair
|
|
|
|
Cost
|
|
|
Value
|
|
|
Cost
|
|
|
Value
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Due in one year or less
|
|
$
|
|
|
|
$
|
|
|
|
$
|
3
|
|
|
$
|
3
|
|
Due after one year
through five years
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
|
|
1
|
|
Due after five years
through ten years
|
|
|
135
|
|
|
|
135
|
|
|
|
154
|
|
|
|
155
|
|
Due after ten years
|
|
|
1,686
|
|
|
|
1,757
|
|
|
|
1,122
|
|
|
|
1,142
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
1,822
|
|
|
$
|
1,893
|
|
|
$
|
1,280
|
|
|
$
|
1,301
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
40
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
The Corporation had no securities in an unrealized loss position at June 30, 2009 or June 30,
2008.
The Corporations investments are generally limited to issuances of U. S. Government,
government agencies, government sponsored entities and other high quality debt instruments.
The asset management fund (the Fund) represents an open-ended adjustable-rate mortgage
fund. The Fund invests primarily in high quality adjustable-rate mortgage-related
investments, with a target duration generally no shorter than a six-month U. S. Treasury Bill
and no longer than a one-year U.S. Treasury Bill. The Fund may also invest in U.S.
Government and agency securities, government sponsored entitiessecurities, certificates of
deposit, repurchase agreements and bankers acceptances.
During fiscal 2009, additional rating agency downgrades of the underlying mortgage-related
securities held in the Fund continued to decrease the net asset value of the Fund. In May
2008, the manager of the Fund informed Greenville Federal that the redemption in kind
feature of the Fund had been activated, meaning that any investor in the Fund wanting to
redeem its investment in the Fund would receive payment mostly in the form of the securities
held in the Funds portfolio in the amount of its representative interest in the securities
held by the Fund, rather than in the form of cash. It is the policy of the Fund to pay cash
in an amount not to exceed $250,000 over a ninety-day period to each investor requesting
redemption. Greenville Federal took the $250,000 redemption option once each quarter during
fiscal 2009. Greenville Federal also recognized impairment charges during the first three
quarters, totaling $3.3 million, through a charge to the operating statement. The impairment
was recognized based upon the fair value of the investment. During the fourth quarter of
fiscal 2009, the Fund began showing improvement and ended the year with an unrealized gain of
$67,000.
41
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Note 3: Loans Receivable
The composition of the loan portfolio at June 30 is as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
Residential real estate
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
77,866
|
|
|
$
|
74,882
|
|
Multi-family
|
|
|
3,825
|
|
|
|
3,907
|
|
Construction
|
|
|
686
|
|
|
|
998
|
|
Nonresidential real estate
|
|
|
5,793
|
|
|
|
5,999
|
|
Commercial
|
|
|
2,270
|
|
|
|
2,879
|
|
Consumer and other
|
|
|
2,710
|
|
|
|
3,004
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans
|
|
|
93,150
|
|
|
|
91,669
|
|
Less
|
|
|
|
|
|
|
|
|
Unearned interest
|
|
|
10
|
|
|
|
10
|
|
Deferred loan origination fees, net
|
|
|
338
|
|
|
|
368
|
|
Allowance for loan losses
|
|
|
577
|
|
|
|
583
|
|
Undisbursed portion of loans in process
|
|
|
562
|
|
|
|
857
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loans
|
|
$
|
91,663
|
|
|
$
|
89,851
|
|
|
|
|
|
|
|
|
The Corporations lending efforts have historically focused on one- to four-family and
multi-family residential real estate loans, which comprise approximately $81.8 million, or
89% of the total loan portfolio at June 30, 2009, and approximately $78.9 million, or 88% of
the total loan portfolio at June 30, 2008. The preponderence of such loans have been
underwritten on the basis of no more than an 80% loan-to-value ratio, which has historically
provided the Corporation with adequate collateral coverage in the event of default.
Nevertheless, the Corporation, as with any lending institution, is subject to the risk that
real estate values could deteriorate in its primary lending area of west central Ohio,
thereby impairing collateral values.
The Corporation has sold loans in the secondary market, retaining servicing on the loans
sold. Loans sold and serviced for others totaled approximately $9.1 million and $12.3
million at June 30, 2009 and 2008, respectively.
42
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Note 4: Allowance for Loan Losses
The activity in the allowance for loan losses for the fiscal years ended June 30 is
summarized as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Balance, beginning of year
|
|
$
|
583
|
|
|
$
|
579
|
|
Provision for loan losses
|
|
|
155
|
|
|
|
189
|
|
Charge-offs of loans, net of recoveries
|
|
|
(161
|
)
|
|
|
(185
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance, end of year
|
|
$
|
577
|
|
|
$
|
583
|
|
|
|
|
|
|
|
|
At June 30, 2009 and 2008, the Corporation had accruing loans delinquent 90 days or more
totaling $438,000 and $503,000, respectively. At June 30, 2009 and 2008, the Corporation had
non-accruing loans totaling $397,000 and $244,000, respectively. Interest income that would
have been recognized had such nonperforming loans performed pursuant to contractual terms
totaled approximately $20,000 and $10,000 for the fiscal years ended June 30, 2009 and 2008,
respectively.
Impaired loans totaled $1.0 million at June 30, 2009. There were no impaired loans at June
30, 2008. Interest of $73,000 was recognized on average impaired loans of $1.0 million for
2009. Interest of $61,000 was recognized on impaired loans on a cash basis during 2009.
Note 5: Office Premises and Equipment
Office premises and equipment are summarized as follows at June 30:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Land
|
|
$
|
572
|
|
|
$
|
572
|
|
Leasehold improvements
|
|
|
204
|
|
|
|
204
|
|
Buildings and improvements
|
|
|
1,721
|
|
|
|
1,721
|
|
Furniture and equipment
|
|
|
1,714
|
|
|
|
1,528
|
|
Vehicles
|
|
|
13
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
4,224
|
|
|
|
4,038
|
|
Less accumulated depreciation and amortization
|
|
|
(2,266
|
)
|
|
|
(2,131
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net premises and equipment
|
|
$
|
1,958
|
|
|
$
|
1,907
|
|
|
|
|
|
|
|
|
43
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Note 6: Mortgage Servicing Rights
A summary of the Corporations mortgage servicing rights for the fiscal years ended June 30,
2009 and 2008 is as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
118
|
|
|
$
|
148
|
|
|
|
|
|
|
|
|
|
|
Amortization of mortgage servicing rights
|
|
|
(32
|
)
|
|
|
(30
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
86
|
|
|
$
|
118
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance for impairment at beginning of year
|
|
$
|
(10
|
)
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance recorded
|
|
|
(2
|
)
|
|
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Valuation allowance for impairment at end of year
|
|
$
|
(12
|
)
|
|
$
|
(10
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net carrying value of mortgage servicing rights at end
of year
|
|
$
|
74
|
|
|
$
|
108
|
|
|
|
|
|
|
|
|
At June 30, 2009 and 2008, the fair value of the Corporations mortgage servicing rights
approximated the net carrying values at the respective dates set forth above. Mortgage
servicing rights are included within the prepaid expenses and other assets caption in the
consolidated balance sheets.
44
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Note 7: Deposits
Deposits consist of the following major classifications at June 30:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposit type and weighted average
|
|
2009
|
|
|
2008
|
|
interest rate
|
|
Amount
|
|
|
%
|
|
|
Amount
|
|
|
%
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
Non-interest-bearing checking
|
|
$
|
4,832
|
|
|
|
6.6
|
%
|
|
$
|
4,806
|
|
|
|
5.7
|
%
|
NOW accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 0.17%
|
|
|
4,937
|
|
|
|
6.8
|
|
|
|
|
|
|
|
|
|
2008 0.56%
|
|
|
|
|
|
|
|
|
|
|
4,580
|
|
|
|
5.5
|
|
Money market accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 0.20%
|
|
|
338
|
|
|
|
0.5
|
|
|
|
|
|
|
|
|
|
2008 0.60%
|
|
|
|
|
|
|
|
|
|
|
330
|
|
|
|
0.4
|
|
Savings accounts
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 0.57%
|
|
|
21,290
|
|
|
|
29.2
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 1.50%
|
|
|
|
|
|
|
|
|
|
|
20,357
|
|
|
|
24.3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total demand, transaction and
savings deposits
|
|
|
31,397
|
|
|
|
43.1
|
|
|
|
30,073
|
|
|
|
35.9
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Original maturities of:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less than twelve months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 1.63%
|
|
|
14,566
|
|
|
|
20.0
|
|
|
|
|
|
|
|
|
|
2008 2.75%
|
|
|
|
|
|
|
|
|
|
|
32,130
|
|
|
|
38.4
|
|
Twelve months to thirty-six months
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 2.88%
|
|
|
11,385
|
|
|
|
15.6
|
|
|
|
|
|
|
|
|
|
2008 3.68%
|
|
|
|
|
|
|
|
|
|
|
9,678
|
|
|
|
11.6
|
|
Thirty-six months and greater
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2009 3.98%
|
|
|
15,570
|
|
|
|
21.4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2008 3.92%
|
|
|
|
|
|
|
|
|
|
|
11,816
|
|
|
|
14.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total certificates of deposit
|
|
|
41,521
|
|
|
|
56.9
|
|
|
|
53,624
|
|
|
|
64.1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposit accounts
|
|
$
|
72,918
|
|
|
|
100.0
|
%
|
|
$
|
83,697
|
|
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
45
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
The Corporation had certificate of deposit accounts with balances in excess of $100,000
totaling approximately $5.5 million and $17.3 million at June 30, 2009 and 2008 respectively.
Deposits in excess of $100,000 included accounts received from the State of Ohio totaling
$1.0 million and $13.0 million at those respective dates. At June 30, 2009, the Corporation
had letters of credit from the Federal Home Loan Bank totaling $2.4 million to secure certain
deposits.
Interest expense on deposits is summarized as follows for the years ended June 30:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Demand, transaction and savings accounts
|
|
$
|
184
|
|
|
$
|
242
|
|
Certificate of deposit accounts
|
|
|
1,432
|
|
|
|
2,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
1,616
|
|
|
$
|
2,310
|
|
|
|
|
|
|
|
|
Maturities of certificate of deposit accounts as of June 30 are as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Due within one year
|
|
$
|
23,786
|
|
|
$
|
39,141
|
|
Due after one year to two years
|
|
|
5,260
|
|
|
|
6,498
|
|
Due after two years to three years
|
|
|
4,764
|
|
|
|
2,398
|
|
Due after three years to four years
|
|
|
5,936
|
|
|
|
1,915
|
|
Due after four years to five years
|
|
|
1,775
|
|
|
|
3,672
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
41,521
|
|
|
$
|
53,624
|
|
|
|
|
|
|
|
|
Note 8: Advances from the Federal Home Loan Bank
Advances from the Federal Home Loan Bank, collateralized at June 30, 2009, by a blanket
pledge of residential real estate mortgage loans totaling $36.3 million and the Corporations
investment in Federal Home Loan Bank stock, are summarized as follows:
|
|
|
|
|
|
|
|
|
Maturing in fiscal year ending June 30,
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
$
|
|
|
|
$
|
3,380
|
|
2010
|
|
|
8,364
|
|
|
|
6,657
|
|
2011
|
|
|
6,584
|
|
|
|
5,359
|
|
2012
|
|
|
2,226
|
|
|
|
1,114
|
|
2013
|
|
|
1,727
|
|
|
|
709
|
|
Thereafter
|
|
|
8,002
|
|
|
|
1,995
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
26,903
|
|
|
$
|
19,214
|
|
|
|
|
|
|
|
|
46
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Note 9: Federal Income Taxes (Credits)
The provision for federal income taxes (credits) differs from that computed at the statutory
corporate rate for the fiscal years ended June 30 as follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
Federal income tax credits computed at the 34%
statutory rate
|
|
$
|
(1,084
|
)
|
|
$
|
(392
|
)
|
Increase (decrease) in taxes resulting from:
|
|
|
|
|
|
|
|
|
Increase in cash surrender value of life insurance
|
|
|
(51
|
)
|
|
|
(52
|
)
|
Valuation allowance on deferred tax assets
|
|
|
1,132
|
|
|
|
210
|
|
Other
|
|
|
(30
|
)
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Federal income tax credit per consolidated financial
statements
|
|
$
|
(36
|
)
|
|
$
|
(231
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Effective rate of tax
|
|
|
(1.1
|
)%
|
|
|
(20.0
|
)%
|
|
|
|
|
|
|
|
The composition of the Corporations net deferred tax asset (liability) at June 30 is as
follows:
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
Taxes (payable) refundable on temporary
differences at statutory rate:
|
|
|
|
|
|
|
|
|
Deferred tax liabilities
|
|
|
|
|
|
|
|
|
Federal Home Loan Bank stock dividends
|
|
$
|
(424
|
)
|
|
$
|
(406
|
)
|
Difference between book and tax depreciation
|
|
|
(70
|
)
|
|
|
(27
|
)
|
Mortgage servicing rights
|
|
|
(25
|
)
|
|
|
(37
|
)
|
Prepaid expenses and other
|
|
|
(29
|
)
|
|
|
(32
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax liabilities
|
|
|
(548
|
)
|
|
|
(502
|
)
|
|
|
|
|
|
|
|
|
|
Deferred tax assets
|
|
|
|
|
|
|
|
|
General loan loss allowance
|
|
|
188
|
|
|
|
185
|
|
Deferred loan origination fees
|
|
|
46
|
|
|
|
73
|
|
Other-than-temporary impairment loss
|
|
|
1,750
|
|
|
|
607
|
|
Other
|
|
|
82
|
|
|
|
4
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross deferred tax assets
|
|
|
2,066
|
|
|
|
869
|
|
Less: valuation allowance
|
|
|
(1,342
|
)
|
|
|
(210
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deferred tax assets, net
|
|
|
724
|
|
|
|
659
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred tax asset
|
|
$
|
176
|
|
|
$
|
157
|
|
|
|
|
|
|
|
|
The valuation allowance relates to the other-than-temporary impairment loss which may not be
deductible in future periods. Should the loss be realized upon redemption of the security,
since the loss will be capital in nature, it may only be deducted to the extent the
Corporation has capital gains. The realized capital loss can be carried back three years and
carried forward five years.
47
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Prior to 1997, the Corporation was allowed a special bad debt deduction generally limited to
8% of otherwise taxable income and subject to certain limitations based on aggregate loans
and deposit account balances at the end of the year. If the amounts that previously
qualified as deductions for federal income taxes are later used for purposes other than bad
debt losses, including distributions in liquidation, such distributions will be subject to
federal income taxes at the then current corporate income tax rate. Retained earnings at
June 30, 2009, include approximately $1.8 million for which federal income taxes have not
been provided. The amount of unrecognized deferred tax liability relating to the cumulative
bad debt deduction was approximately $600,000 at June 30, 2009. Management believes that it
is more likely than not that the results of future operations, as integrated with the
reversal of deferred tax credits, will generate sufficient taxable income to realize reported
deferred tax assets.
Note 10: Commitments and Contingencies
The Corporation is a party to financial instruments with off-balance-sheet risk in the normal
course of business to meet the financing needs of its customers, including commitments to
extend credit. Such commitments involve, to varying degrees, elements of credit and
interest-rate risk in excess of the amount recognized in the statement of financial
condition. The contract or notional amounts of the commitments reflect the extent of the
Corporations involvement in such financial instruments.
The Corporations exposure to credit loss in the event of nonperformance by the other party
to the financial instrument for commitments to extend credit is represented by the
contractual notional amount of those instruments. The Corporation uses the same credit
policies in making commitments and conditional obligations, including receipt of collateral,
as those utilized for on-balance-sheet instruments.
At June 30, 2009, the Corporation had outstanding commitments of $175,000 to originate
adjustable-rate loans and $1.4 million to originate fixed-rate loans at interest rates
ranging from 5.00% to 9.75%. Additionally, the Corporation had commitments under unused
lines of credit for home equity loans and commercial loans totaling approximately $2.3
million and $229,000, respectively. Finally, the Corporation had commitments under stand-by
letters of credit totaling approximately $55,000. Stand-by letters of credit are conditional
commitments issued by the Corporation to guarantee the performance of a customer to a third
party. In the opinion of management, all loan commitments equaled or exceeded prevalent
market interest rates as of June 30, 2009 and will be funded from normal cash flow from
operations. From time to time, certain due-from bank accounts may exceed federally insured
deposit limits.
48
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Note 11: Lease Commitments
The Corporation conducts a portion of its operations in leased facilities under noncancelable
operating leases scheduled to expire in fiscal 2011. The minimum rental commitment under
operating leases was as follows:
|
|
|
|
|
Year ended June 30,
|
|
(In thousands)
|
|
|
|
|
|
|
2010
|
|
|
52
|
|
2011
|
|
|
17
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
69
|
|
|
|
|
|
Rental expense for all operating leases totaled approximately $54,000 and $48,000 for each of
the fiscal years ended June 30, 2009 and 2008, respectively.
Note 12: Benefit Plans
The Corporation has a contributory 401(k) plan which covers substantially all employees.
Eligible participants of the plan may voluntarily make contributions up to 25% of annual
compensation. Employer contributions to the plan are required in an amount equal to 100% of
the employees contributions, not to exceed 6% of the employees eligible salary level. The
expense for this plan totaled approximately $80,000 and $73,000 for fiscal years ended June
30, 2009 and 2008, respectively.
In connection with the Reorganization, the Corporation implemented an employee stock
ownership plan (ESOP) which provides retirement benefits for substantially all full-time
employees who are credited with at least 1,000 hours of service on the last day of the
12-month period beginning on their employment commencement date or, to the extent necessary,
the last day of any plan year thereafter beginning with the plan year that includes the first
anniversary of the employees commencement date. The ESOP acquired 90,098 shares of
Corporation common stock at $10.00 per share in the conversion with funds provided by a loan
from the Corporation. Accordingly, $901,000 of common stock acquired by the ESOP was shown
as a reduction of stockholders equity. Shares are released to participants proportionately
as the loan is repaid. Dividends on allocated shares are recorded as dividends and charged
to retained earnings. Dividends on unallocated shares used to repay the ESOP note are
treated as compensation expense. The Corporation recognizes compensation expense equal to
the fair value of ESOP shares allocated to participants during the fiscal year. Allocation
of shares to the ESOP participants are contingent upon the repayment of a loan to the
Corporation totaling $584,000 at June 30, 2009. The Corporation recorded expense for the
ESOP of approximately $47,000 and $77,000 for the fiscal years ended June 30, 2009 and 2008,
respectively.
49
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
|
|
|
|
|
|
|
|
|
Allocated shares
|
|
|
35,479
|
|
|
|
27,030
|
|
Unallocated shares
|
|
|
54,059
|
|
|
|
63,068
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total ESOP shares
|
|
|
89,538
|
|
|
|
90,098
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair value of unallocated shares at June 30
|
|
$
|
178,000
|
|
|
$
|
460,000
|
|
|
|
|
|
|
|
|
The Corporation is obligated at the option of each beneficiary to repurchase shares of the
ESOP upon the beneficiarys termination or after retirement. In February 2009, 560 shares
were repurchased from a former employee. At June 30, 2009, the fair value of the 35,479
allocated shares held by the ESOP is approximately $142,000.
During fiscal 2007 the Corporations shareholders ratified the 2006 Equity Plan that provides
for awards of up to 45,048 shares of the Corporations common stock to directors, officers and
employees of the Corporation. Effective June 29, 2007, awards were made to members of the
Board of Directors and executive officers totaling 25,700 shares. Effective January 25, 2008,
awards were made to an executive officer totaling 4,200 shares. Effective May 1, 2009, awards
were made to an executive officer totaling 11,200 shares. The awards are scheduled to vest
over a period of five years from the date of the award at a rate of 20% per year.
Compensation expense for the awards totaled approximately $54,000 and $52,000 for the fiscal
years ended June 30, 2009 and June 30, 2008, respectively. During fiscal year 2009, an award
of 8,960 shares was forfeited upon an employees retirement.
Note 13: Stock Option Plan
The 2006 Equity Plan, which was approved by shareholders on October 31, 2006, permits the
grant of options to purchase shares of the Corporations common stock to its directors and
employees for up to 112,622 shares. The 2006 Equity Plan is intended to foster and promote the
long-term financial success of the Corporation and to increase stockholder value by
[1] providing employees and directors an opportunity to acquire an ownership interest in the
Corporation and [2] enabling the Corporation to attract and retain the services of outstanding
employees and directors upon whose judgment, interest and special efforts the successful
conduct of the Corporations business is largely dependent. Option awards are generally
granted with an exercise price equal to the market price of the Corporations stock at the
date of grant; those option awards generally vest based on five years of continuous service
and have ten-year contractual terms. Upon a change in control of the Corporation (as defined
in the 2006 Equity Plan), each option will be treated as provided in a separate written
agreement with the option holder or, if no such agreement exists, will be cancelled in
exchange for cash or the merger or acquisition consideration, as provided in the merger or
acquisition agreement. The Corporation granted stock option awards for 74,800 shares on
June 29, 2007 and 28,000 shares on May 1, 2009.
50
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
The fair value of the option awards was estimated on the date of grant using the Black-Scholes
valuation model. Specifically, for the 2007 awards the model incorporated a stock market
price at the grant date of $7.06 per share, which adjusts the market price of the stock for
the effect of dividend payments of $0.28 per share annually over the expected life of the
option. The option exercise price equaled $9.45 per share, and the estimated time remaining
before the expiration of the options equaled 10 years. The risk free rate of return equaled
5.03%, which was based on the constant maturity yield of a U.S. Treasury note with a fixed
rate term of ten years.
Expected volatility of 8.10% was derived from GFFCs historical trading data through June 29,
2007 for the length of time that GFFC has been a public company.
Based on the foregoing assumptions, the value of the Corporations stock options granted on
June 29, 2007 equaled $1.53 per share.
For the 2009 awards the model incorporated a stock market price at the grant date of $3.30 per
share, which adjusts the market price of the stock for the effect of dividend payments of
$0.28 per share annually over the expected life of the option. The option exercise price
equaled $4.13 per share and the estimated time remaining before the expiration of the options
equaled 10 years. The risk free rate of return equaled 3.21%, which was based on the constant
maturity yield of a U.S. Treasury note with a fixed rate term of ten years.
Expected volatility of 9.20% was derived from GFFCs historical trading data through June 30,
2009 for the length of time that GFFC has been a public company.
Based on the foregoing assumptions, the value of the Corporations stock options granted on
May 1, 2009 equaled $0.05 per share.
Compensation expense for the awards totaled approximately $23,000 for the fiscal year ended
June 30, 2008 and $21,000 for the fiscal year ended June 30, 2009.
An option to purchase 22,400 shares was forfeited during the fiscal year ended June 30, 2009.
At June 30, 2009, there were exercisable options to purchase 21,320 shares at a
weighted-average exercise price of $9.45.
As of June 30, 2009, there was approximately $70,000 of total unrecognized compensation cost
related to nonvested options granted under the Plan. That cost will be recognized over the
next three fiscal years at approximately $23,000 per year.
The shares of the stock to be delivered under the Plan may consist, in whole or in part, of
treasury stock or authorized but unissued shares not reserved for any other purpose;
provided, however, that the use of shares purchased in the secondary market will be limited
to such repurchases as are permitted by applicable regulations of the Office of Thrift
Supervision.
51
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Note 14: Regulatory Capital
Greenville Federal is subject to the regulatory capital requirements of the Office of Thrift
Supervision (the OTS). Failure to meet minimum capital requirements can initiate certain
mandatory and possibly additional discretionary actions by regulators that, if
undertaken, could have a direct material effect on Greenville Federals financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action, Greenville Federal must
meet specific capital guidelines that involve quantitative measures of Greenville Federals
assets, liabilities, and certain off-balance-sheet items as calculated under regulatory
accounting practices. Greenville Federals capital amounts and classifications are also
subject to qualitative judgments by the regulators about components, risk-weightings, and
other factors.
Such minimum capital standards generally require the maintenance of regulatory capital
sufficient to meet each of three tests, hereinafter described as the tangible capital
requirement, the core capital requirement and the risk-based capital requirement. The
tangible capital requirement provides for minimum tangible capital (defined as stockholders
equity less all intangible assets) equal to 1.5% of adjusted total assets. The core capital
requirement provides for minimum core capital (tangible capital plus qualifying intangible
assets) generally equal to 4.0% of adjusted total assets, except for those savings
institutions with the highest examination rating and acceptable levels of risk. The
risk-based capital requirement provides for the maintenance of core capital plus general loss
allowances equal to 8.0% of risk-weighted assets. In computing risk-weighted assets,
Greenville Federal multiplies the value of each asset on its statement of financial condition
by a defined risk-weighting factor, e.g., one- to four-family residential loans carry a
risk-weighted factor of 50%.
As of June 30, 2009, Greenville Federals capital met the requirements to be deemed
well-capitalized under the regulatory framework for prompt corrective action. To be
categorized as well-capitalized Greenville Federal must maintain minimum capital ratios as
set forth in the following table.
As of June 30, 2009 and 2008, management believes that Greenville Federal met all capital
adequacy requirements to which it was subject.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2009
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well Capitalized
|
|
|
|
|
|
|
|
|
|
|
|
For Capital Adequacy
|
|
|
Under Prompt Corrective
|
|
|
|
Actual
|
|
|
Purposes
|
|
|
Action Provisions
|
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible capital
|
|
$
|
10,288
|
|
|
|
8.6
|
%
|
|
≥$
|
1,791
|
|
|
≥
|
1.5
|
%
|
|
≥$
|
5,970
|
|
|
≥
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core capital
|
|
$
|
10,288
|
|
|
|
8.6
|
%
|
|
≥$
|
4,776
|
|
|
≥
|
4.0
|
%
|
|
≥$
|
7,164
|
|
|
≥
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-based capital
|
|
$
|
10,813
|
|
|
|
13.8
|
%
|
|
≥$
|
6,257
|
|
|
≥
|
8.0
|
%
|
|
≥$
|
7,821
|
|
|
≥
|
10.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of June 30, 2008
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
To Be Well Capitalized
|
|
|
|
|
|
|
|
|
|
|
|
For Capital Adequacy
|
|
|
Under Prompt Corrective
|
|
|
|
Actual
|
|
|
Purposes
|
|
|
Action Provisions
|
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
Amount
|
|
|
Ratio
|
|
|
|
(Dollars in thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible capital
|
|
$
|
13,319
|
|
|
|
10.6
|
%
|
|
≥$
|
1,892
|
|
|
≥
|
1.5
|
%
|
|
≥$
|
6,306
|
|
|
≥
|
5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Core capital
|
|
$
|
13,319
|
|
|
|
10.6
|
%
|
|
≥$
|
5,045
|
|
|
≥
|
4.0
|
%
|
|
≥$
|
7,568
|
|
|
≥
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-based capital
|
|
$
|
13,834
|
|
|
|
16.6
|
%
|
|
≥$
|
6,683
|
|
|
≥
|
8.0
|
%
|
|
≥$
|
8,353
|
|
|
≥
|
10.0
|
%
|
52
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
The following table reconciles capital as determined under generally accepted accounting
principles (GAAP) to tangible, core and risk-based capital as determined by Greenville
Federals primary regulator (Regulatory Capital).
|
|
|
|
|
|
|
|
|
|
|
June 30,
|
|
|
|
2009
|
|
|
2008
|
|
|
|
(In thousands)
|
|
|
|
|
|
|
GAAP capital
|
|
$
|
10,363
|
|
|
$
|
13,326
|
|
Reconciling items:
|
|
|
|
|
|
|
|
|
Unrealized gain on investments available-for-sale
|
|
|
(67
|
)
|
|
|
|
|
Mortgage servicing rights excluded
|
|
|
(8
|
)
|
|
|
(7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Tangible and core capital
|
|
|
10,288
|
|
|
|
13,319
|
|
General valuation allowance
|
|
|
525
|
|
|
|
515
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Risk-based capital
|
|
$
|
10,813
|
|
|
$
|
13,834
|
|
|
|
|
|
|
|
|
Greenville Federals management believes that, under the current regulatory capital
regulations, Greenville Federal will continue to meet its minimum capital requirements and
will continue to be well-capitalized in the foreseeable future. However, events beyond the
control of Greenville Federal, such as increased interest rates or a downturn in the economy
in Greenville Federals market area, could adversely affect future earnings and,
consequently, the ability to meet future minimum regulatory capital requirements.
Greenville Federal is subject to regulations imposed by the OTS regarding the amount of
capital distributions payable to the Corporation. Generally, Greenville Federals payment of
dividends is limited, without prior OTS approval, to net earnings for the current calendar
year plus the two preceding calendar years, less capital distributions paid over the
comparable time period. Insured institutions are required to file an application with the
OTS for capital distributions in excess of this limitation. During fiscal 2009, no capital
distributions were made to the Corporation.
Regulations of the OTS governing mutual holding companies permit Greenville Federal MHC to
waive the receipt by it of any common stock dividend declared by GFFC or Greenville Federal,
provided the OTS does not object to such waiver. Pursuant to these provisions, Greenville
Federal waived $354,000 in dividends during the fiscal year ended June 30, 2009.
53
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Note 15: Related Party Transactions
In the ordinary course of business, the Corporation has made loans to some of its directors,
officers and their related business interests. In the opinion of management, such loans that
were outstanding at June 30, 2009, are consistent with sound lending practices and are within
applicable regulatory lending limitations. The balance of such loans totaled approximately
$526,000 and $679,000 at June 30, 2009 and 2008, respectively. Excluded from the June 30,
2009 balance are loans in the amount of $99,000 to a retired executive officer effective
April 30, 2009. During the fiscal year ended June 30, 2009, new borrowings to related
parties, including draws on line of credit loans, amounted to $364,000 and repayments totaled
$418,000. Additionally, line of credit commitments to related parties totaled $31,000 and
$71,000 at June 30, 2009 and 2008, respectively.
Deposits from related parties held by the Corporation at June 30, 2009 and 2008 totaled
$718,000 and $651,000, respectively.
Note 16: Disclosures About Fair Value of Assets and Liabilities
Effective July 1, 2008, the Company adopted Statement of Financial Accounting
Standards No. 157,
Fair Value Measurements
(FAS 157). FAS 157 defines fair value,
establishes a framework for measuring fair value and expands disclosures about fair
value measurements. FAS 157 has been applied prospectively as of the beginning of the
period.
FAS 157 defines fair value as the price that would be received to sell an asset or
paid to transfer a liability in an orderly transaction between market participants at
the measurement date. FAS 157 also establishes a fair value hierarchy which requires
an entity to maximize the use of observable inputs and minimize the use of
unobservable inputs when measuring fair value. The standard describes three levels of
inputs that may be used to measure fair value:
|
Level 1
|
|
Quoted prices in active markets for identical assets
or liabilities.
|
|
|
Level 2
|
|
Observable inputs other than Level 1 prices, such as
quoted prices for similar assets or liabilities; quoted prices in
markets that are not active; or other inputs that are observable or can
be corroborated by observable market data for substantially the full
term of the assets or liabilities.
|
|
|
Level 3
|
|
Unobservable inputs that are supported by little or
no market activity and that are significant to the fair value of the
assets or liabilities.
|
Following is a description of the valuation methodologies used for instruments
measured at fair value, as well as the general classification of such instruments
pursuant to the valuation hierarchy.
Available-for-Sale Securities
Where quoted market prices are available in an active market, securities are classified
within Level 1 of the valuation hierarchy. If quoted market prices are not available, then
fair values are estimated by using pricing models, quoted prices of securities with similar
characteristics or discounted cash flows. Level 2 securities include the AMF Ultra Short Mortgage Fund (the
Fund) based on the net asset value of the fund.
54
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
The following table presents the fair value measurements of assets measured at fair value
on a recurring basis and the level within the FAS 157 fair value hierarchy in which the
fair value measurements fall at June 30, 2009:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fair Value Measurements Using
|
|
|
|
|
|
|
|
Quoted Prices
|
|
|
|
|
|
|
|
|
|
|
|
|
|
in Active
|
|
|
Significant
|
|
|
|
|
|
|
|
|
|
|
Markets for
|
|
|
Other
|
|
|
Significant
|
|
|
|
|
|
|
|
Identical
|
|
|
Observable
|
|
|
Unobservable
|
|
|
|
|
|
|
|
Assets
|
|
|
Inputs
|
|
|
Inputs
|
|
|
|
Fair Value
|
|
|
(Level 1)
|
|
|
(Level 2)
|
|
|
(Level 3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Available-for-sale
securities
|
|
$
|
11,888,000
|
|
|
|
|
|
|
$
|
11,888,000
|
|
|
|
|
|
As of June 30, 2009, the Company does not have any financial assets or liabilities for which fair
value is measured on a non-recurring basis.
Note 17: Subsequent Events
Subsequent events have been evaluated through September 28, 2009, which is the date the
financial statements were issued.
GFFC has announced its intention to conduct a tender offer for its shares. As more fully
described in the Schedule TO filed with the Securities and Exchange Commission, as amended,
GFFC will pay up to a maximum of $1.5 million for the repurchase of its shares. The
repurchase will be funded by cash held on deposit by GFFC at Greenville Federal.
On July 21, 2009, the Corporation and Greenville Federal entered into an employment agreement
with Susan J. Allread, Chief Financial Officer, Treasurer, Secretary, and Vice President of
the Company and Chief Financial Officer, Treasurer, Secretary, Vice President and Compliance
Officer of Greenville Federal. This employment agreement replaces the agreement executed with
Ms. Allread in December 2007 with the only changes being an increased salary amount and
changes in payments and benefits in the event of termination of employment. The agreement has
a term of three years commencing July 1, 2009, and a salary and performance review by the
board of directors not less often than annually. Ms. Allread is entitled to inclusion in any
formally established employee benefit, bonus, pension and profit-sharing plans for which
senior management personnel are eligible.
On August 12, 2009, Greenville Federal made a $410,000 loan to Jeff D. Kniese, President and
Chief Executive Officer, to finance the purchase of his principal residence. The
single-payment loan, with an interest rate of 0.001% and no payments due until the entire
balance is due on February 12, 2010, was made on terms not normally offered by Greenville
Federal pending the sale of Mr. Knieses former residence in Indiana and will be replaced with
a loan made in the ordinary course of business once the Indiana home is sold.
55
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Note 18: Greenville Federal Financial Corporation Condensed Financial Statements
The following condensed financial statements summarize the financial position of Greenville
Federal Financial Corporation as of June 30, 2009 and 2008, and the results of its operations
and its cash flows for the fiscal years then ended.
Greenville Federal Financial Corporation
Balance Sheets
June 30, 2009 and 2008
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Assets
|
|
|
|
|
|
|
|
|
Interest-bearing deposits in Greenville Federal
|
|
$
|
7,477
|
|
|
$
|
7,855
|
|
Demand deposit in Greenville Federal
|
|
|
15
|
|
|
|
3
|
|
Loan receivable from ESOP
|
|
|
584
|
|
|
|
663
|
|
Prepaid expenses and other assets
|
|
|
109
|
|
|
|
61
|
|
Receivable from Greenville Federal
|
|
|
123
|
|
|
|
61
|
|
Investment in Greenville Federal
|
|
|
10,363
|
|
|
|
13,326
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
18,671
|
|
|
$
|
21,908
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and Stockholders Equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Accrued expenses and other liabilities
|
|
$
|
57
|
|
|
$
|
52
|
|
Stockholders equity
|
|
|
|
|
|
|
|
|
Common stock and additional paid-in capital
|
|
|
9,074
|
|
|
|
9,044
|
|
Treasury stock
|
|
|
(4
|
)
|
|
|
|
|
Retained earnings
|
|
|
10,018
|
|
|
|
13,443
|
|
Shares acquired by employee stock ownership plan
|
|
|
(541
|
)
|
|
|
(631
|
)
|
Unrealized gains on securities designated
as available for sale, net of tax effects
|
|
|
67
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders equity
|
|
|
18,614
|
|
|
|
21,856
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total liabilities and stockholders equity
|
|
$
|
18,671
|
|
|
$
|
21,908
|
|
|
|
|
|
|
|
|
56
Greenville Federal Financial Corporation
Notes to Consolidated Financial Statements
June 30, 2009 and 2008
Greenville Federal Financial Corporation
Statements of Operations
Years ended June 30, 2009 and 2008
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Revenue
|
|
|
|
|
|
|
|
|
Interest income
|
|
$
|
166
|
|
|
$
|
286
|
|
Equity in loss of Greenville Federal
|
|
|
(3,077
|
)
|
|
|
(981
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loss
|
|
|
(2,910
|
)
|
|
|
(695
|
)
|
General and administrative expenses
|
|
|
283
|
|
|
|
198
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income taxes
|
|
|
(3,193
|
)
|
|
|
(893
|
)
|
Income taxes
|
|
|
(40
|
)
|
|
|
30
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(3,153
|
)
|
|
$
|
(923
|
)
|
|
|
|
|
|
|
|
Greenville Federal Financial Corporation
Statements of Cash Flows
Years ended June 30, 2009 and 2008
(In thousands)
|
|
|
|
|
|
|
|
|
|
|
2009
|
|
|
2008
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(3,153
|
)
|
|
$
|
(923
|
)
|
Equity in undistributed loss of Greenville Federal
|
|
|
3042
|
|
|
|
981
|
|
Amortization of expense related to stock benefit plans
|
|
|
77
|
|
|
|
75
|
|
Increase in cash due to changes in:
|
|
|
|
|
|
|
|
|
Prepaid expenses and other assets
|
|
|
(171
|
)
|
|
|
4,651
|
|
Other liabilities
|
|
|
36
|
|
|
|
23
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by (used in) operating activities
|
|
|
(169
|
)
|
|
|
4,807
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
Principal repayments on loan to ESOP
|
|
|
79
|
|
|
|
75
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash provided by investing activities
|
|
|
79
|
|
|
|
75
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
Shares acquired under 2006 equity plan
|
|
|
|
|
|
|
(185
|
)
|
Treasury shares
|
|
|
(4
|
)
|
|
|
|
|
Dividends paid
|
|
|
(272
|
)
|
|
|
(270
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net cash used in financing activities
|
|
|
(276
|
)
|
|
|
(455
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
(366
|
)
|
|
|
4,427
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at beginning of year
|
|
|
7,858
|
|
|
|
3,431
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents at end of year
|
|
$
|
7,492
|
|
|
$
|
7,858
|
|
|
|
|
|
|
|
|
57
Greenville Federal Financial Corporation
Managements Report On Internal Controls
Greenville Federal Financial Corporation
Managements Report on Internal Control Over Financial Reporting
Management of Greenville Federal Financial Corporation (the Corporation) is responsible for
establishing and maintaining effective internal control over financial reporting. Internal control
over financial reporting is a process designed to provide reasonable assurance regarding the
reliability of financial reporting and the preparation of financial statements for external
purposes in accordance with U.S. generally accepted accounting principles.
Under the supervision of the chief executive officer and chief financial officer, management
of the Corporation conducted an evaluation of the effectiveness of internal control over financial
reporting based on the framework in Internal Control Integrated Framework issued by the Committee
of Sponsoring Organizations of the Treadway Commission. Based on this evaluation, management of the
Corporation has concluded that the Corporation maintained effective internal control over financial
reporting, as such term is defined in Securities Exchange Act of 1934 Rules 13a-15(f), as of June
30, 2009.
Internal control over financial reporting cannot provide absolute assurance of achieving
financial reporting objectives. Internal control over financial reporting is a process that
involves human diligence and compliance and is subject to lapses in judgment and breakdowns
resulting from human failures. Internal control over financial reporting can also be circumvented
by collusion or improper management override. Because of such limitations, there is a risk that
material misstatements may not be prevented or detected on a timely basis by internal control over
financial reporting. It is possible, though, to design into the process safeguards to reduce,
though not eliminate, the risks from these inherent limitations.
This annual report does not include an attestation report of the Corporations registered
public accounting firm regarding internal control over financial reporting. Managements report was
not subject to attestation by the Corporations registered public accounting firm pursuant to
temporary rules of the Securities and Exchange Commission that permit the Corporation to provide
only managements report in this annual report.
|
|
|
|
|
/s/ Jeff D. Kniese
|
|
|
|
/s/ Susan J. Allread
|
|
|
|
|
|
Jeff D. Kniese
|
|
|
|
Susan J. Allread
|
President & Chief Executive Officer
|
|
|
|
Chief Financial Officer
|
September 28, 2009
|
|
|
|
September 28, 2009
|
58
Greenville Federal Financial Corporation
Directors and Officers
|
|
|
|
|
Directors of Greenville
|
|
Executive
|
|
|
Federal Financial
|
|
Officers of
|
|
Executive
|
Corporation and
|
|
Greenville Federal
|
|
Officers of
|
Greenville Federal
|
|
Financial Corporation
|
|
Greenville Federal
|
|
|
|
|
|
Jeff D. Kniese
|
|
Jeff D. Kniese
|
|
Jeff D. Kniese
|
President and Chief
|
|
President and Chief
|
|
President and Chief
|
Executive Officer
|
|
Executive Officer
|
|
Executive Officer
|
Greenville Federal Financial
|
|
|
|
|
Corporation and Greenville
|
|
Susan J. Allread
|
|
Susan J. Allread
|
Federal
|
|
Chief Financial Officer,
|
|
Chief Financial Officer,
|
|
|
Treasurer, Vice President
|
|
Treasurer, Secretary,
|
David T. Feltman
|
|
and Secretary
|
|
Vice President and
|
Retired
|
|
|
|
Compliance Officer
|
|
|
|
|
|
George S. Luce, Jr.
|
|
|
|
|
Salesperson
|
|
|
|
|
Best Equipment Company, Inc.
|
|
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(Distributor)
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Richard J. OBrien
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Retired
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Eunice F. Steinbrecher
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Chair of the Board
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Messiah College;
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Real Estate Management
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and Investment
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James W. Ward
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Certified Public Accountant
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Fry and Company
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David R. Wolverton
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Retired, President and Chief
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Executive Officer
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Greenville Federal
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59
Greenville Federal Financial Corporation
Investor and Corporate Information
Market Price of GFFCs Common Stock and Related Stockholder Matters
Greenville Federal Financial Corporation common stock is listed on the OTC Bulletin Board
under the symbol GVFF.
As of August 31, 2009, there were 2,297,851 shares of Greenville Federal Financial
Corporation common stock outstanding (including shares held by the trusts for the ESOP and
the 2006 Equity Plan and shares held by Greenville Federal MHC) and there were approximately
404 holders of record.
Set forth below are the high and low prices of our common stock for the last two fiscal
years, as reported by the OTC Bulletin Board, as well as our quarterly dividend payment
history.
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Dividends
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declared per
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Quarter Ended
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High
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Low
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share
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June 30, 2009
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$
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3.90
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$
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3.30
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$
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0.07
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March 31, 2009
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$
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5.05
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$
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3.09
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$
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0.07
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December 31, 2008
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$
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6.25
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$
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4.88
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$
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0.07
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September 30, 2008
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$
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7.25
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$
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6.16
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$
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0.07
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Dividends
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declared per
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Quarter Ended
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High
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Low
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share
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June 30, 2008
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$
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8.25
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$
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7.05
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$
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0.07
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March 31, 2008
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$
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8.68
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$
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8.00
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$
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0.07
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December 31, 2007
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$
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9.50
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$
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8.10
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$
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0.07
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September 30, 2007
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$
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9.75
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$
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8.85
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$
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0.07
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The payment of dividends by Greenville Federal Financial Corporation to its stockholders may
depend in part on the dividends paid by Greenville Federal to Greenville Federal Financial
Corporation. Greenville Federals ability to pay dividends is governed by OTS regulations,
which require Greenville Federal to provide notice to the OTS of its intention to pay a cash
dividend and require Greenville Federal to obtain the approval of the OTS if the dividend
payment would reduce Greenville Federals regulatory capital below the amount required under
applicable regulatory capital requirements, if the amount of capital distributions for the
calendar year would exceed the sum of Greenville Federals net income for that year to date
plus its retained net income for the preceding two years, or if the payment would violate any
other statute, regulation or agreement between Greenville Federal and the OTS.
If Greenville Federal Financial Corporation pays dividends to its stockholders, generally it
will be required to pay dividends to Greenville Federal MHC, unless Greenville Federal MHC
waives the receipt of dividends and the Office of Thrift Supervision approves of such waiver.
The dividends paid in fiscal 2009 and 2008 were waived by Greenville Federal MHC with the
approval of the Office of Thrift Supervision.
60
Greenville Federal Financial Corporation
Stockholder and General Inquiries
Greenville Federal Financial Corporation
690 Wagner Avenue
Greenville, Ohio 45331
(937) 548-4158
Attn: Jeff D. Kniese
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Registered Independent Auditors
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Corporate Counsel
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BKD, LLP
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Vorys, Sater, Seymour and Pease LLP
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312 Walnut Street
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Suite 2000, Atrium Two
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Suite 3000
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221 E. Fourth Street
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Cincinnati, Ohio 45202
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Cincinnati, Ohio 45202
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(513) 621-8300
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(513) 723-4000
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Annual Reports
A copy of the Greenville Federal Financial Corporation Annual Report on
Form 10-K
for the
fiscal year ended June 30, 2009, as filed with the Securities and Exchange Commission, may be
obtained without charge by contacting Ms. Susan Allread, Greenville Federal Financial
Corporation, 690 Wagner Avenue, Greenville, Ohio 45331.
OFFICE LOCATIONS
Full Service Banking Locations
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Main Office:
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Branch Office:
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GF XPRESS
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690 Wagner Avenue
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200 Lease Avenue
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Greenville, Ohio 45331
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Greenville, Ohio 45331
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(937) 548-4158
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(937) 548-4158
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Internet Banking:
www.greenvillefederal.com
61
Greenville
Federal Financial Corporation
690 Wagner Avenue
Greenville, Ohio 45331
937-548-4158
www.greenvillefederal.com
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