Item 1. Business - ----------------
General
In March 2001, Synergy Bank (the "Bank"), formerly Synergy Federal Savings Bank, reorganized from a federally-chartered mutual savings bank into a mutual holding company structure. As a result of the reorganization, the Bank became a federal stock savings bank, which was wholly-owned by a federal stock corporation, Synergy Financial Group, Inc. (the "Stock Holding Company"), which in turn, was wholly-owned by Synergy, MHC, a federally-chartered mutual holding company. The Stock Holding Company completed a minority stock offering in September 2002, at which time 1,454,750 shares were issued to persons other than Synergy, MHC, representing 43.5% of the outstanding common stock of the Stock Holding Company.
In preparation for the conversion and reorganization of Synergy Bank and its Stock Holding Company from the mutual holding company form of organization to a full stock corporation, a new corporation with the same name, Synergy Financial Group, Inc., was incorporated as a New Jersey corporation on August 27, 2003. Synergy Financial Group, Inc. completed its stock offering in connection with the conversion and reorganization to a full stock corporation on January 20, 2004. As part of the conversion and reorganization, the Stock Holding Company and Synergy, MHC ceased to exist. Synergy Financial Group, Inc. sold 7,035,918 new shares to the public and the shares held by stockholders of the Stock Holding Company were exchanged for 5,416,093 shares of Synergy Financial Group, Inc., with a resulting total of 12,452,011 shares outstanding at the time the second-step conversion was completed.
The Company conducts no significant business or operations of its own other than holding 100% of the stock of the Bank and Synergy Financial Services, Inc. References in this Annual Report on Form 10-K to the Company or Registrant generally refer to the Company and the Bank, unless the context indicates otherwise. References to "we," "us," or "our" refer to the Bank or Company, or both, as the context indicates.
We are in the business of offering financial services, including deposit products, one- to four-family residential mortgage loans, home equity loans, multi-family / non-residential loans, commercial, and consumer loans, including automobile and personal loans.
We attract deposits from the general public, as well as from deposit brokers, and borrow money from the Federal Home Loan Bank (the "FHLB") of New York. We then use these deposits and FHLB borrowings primarily to originate loans and to purchase investment securities. Our principal sources of funds for lending and investing activities are deposits, FHLB borrowings, the repayment and maturity of loans and the maturity, call and occasional sale of investment securities. Our principal source of income is interest on loans and investment securities. Our principal expense is interest paid on deposits and FHLB borrowings.
The Company's web site address is www.synergyonthenet.com. The Company's annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed by the Company with the Securities and Exchange Commission are available free of charge on the Company's web site via a link to www.sec.gov found under the "Investor Relations" menu.
Market Area
Our main office is located in Cranford, New Jersey, and our branches are located in Middlesex, Monmouth and Union counties, New Jersey. Our primary market area is Essex, Middlesex, Monmouth, Somerset and Union counties, New Jersey. Essex and Union counties are highly urbanized and densely populated counties in the New York City metropolitan area, lying at the heart of the northeast corridor, one of the largest population and industrial areas in the country. The remaining counties are suburban areas located in central New Jersey. The market areas surrounding each of the Bank's branches are mostly growth markets, with population densities and income levels generally above the average levels for New Jersey.
Our business of attracting deposits and making loans is primarily conducted within our market area. A downturn in the local economy could reduce the amount of funds available for deposit and the ability of borrowers to repay their loans. As a result, our profitability could be hurt.
Competition
We face substantial competition in our attraction of deposits, which are our primary source of funds for lending. Many of our competitors are significantly larger institutions and have greater financial and managerial resources. Our ability to compete successfully is a significant factor affecting our profitability.
Our competition for deposits and loans historically has come from other insured financial institutions such as local and regional commercial banks, savings institutions and credit unions located in our primary market area. We also compete with mortgage banking companies for real estate loans and with commercial banks and savings institutions, as well as Internet-based lenders, for consumer loans. We, further, face competition for deposits from investment products such as Internet-based financial institutions, mutual funds, short-term money funds and corporate and government securities.
Lending Activities
General. We primarily originate real estate loans, including one- to four-family first mortgage loans, home equity loans, multi-family / non-residential mortgages, commercial loans and consumer loans, comprised mostly of direct automobile loans for both new and used vehicles. The loan portfolio is predominately comprised of multi-family / non-residential mortgage loans and one- to four-family residential real estate loans.
As a result of our recent growth, including growth in our non-residential mortgage loans, a significant portion of our loan portfolio is represented by new credits. Generally, loans that are relatively new, referred to as unseasoned loans, do not have sufficient repayment history to determine the likelihood of repayment in accordance with their terms. Originations and purchases of multi-family / non-residential mortgage loans totaled $115.3 million and $159.1 million during the years ended December 31, 2006 and 2005, respectively.
Loan Portfolio Composition. The following table analyzes the composition of the loan portfolio by loan category at the dates indicated.
- ------------------- (1) This category includes home equity loans. (2) This category consists of personal (unsecured) and savings secured loans.
Loan Maturity Schedule. The following table sets forth the maturity or re-pricing of the loan portfolio at December 31, 2006. Demand loans, loans having no stated maturity and overdrafts are shown as due in one year or less.
- ------------------- (1) This category includes home equity loans. (2) This category consists of personal (unsecured) and savings secured loans.
The following table sets forth the dollar amount of all loans at December 31, 2006 that are due after December 31, 2007 that have fixed interest rates and that have floating or adjustable interest rates.
Floating or Fixed Rates Adjustable Rates Total ----------- ---------------- ----- (In thousands) Mortgage Loans: One-to Four-Family Residential (1)..... $ 182,751 $ 53,128 $ 235,879 Multi-Family / Non-Residential..... 34,156 286,398 320,554 Construction.......... - 1,298 1,298 Automobile............... 140,055 - 140,055 Commercial............... 11,875 41,611 53,486 Other Consumer (2)....... 3,167 - 3,167 --------- -------- --------- Total............... $ 372,004 $382,435 $ 754,439 ========= ======== =========
- --------------------- (1) This category includes home equity loans. (2) This category consists of personal (unsecured) and savings secured loans.
Residential Lending. The majority of our residential lending is secured by property located in New Jersey. We will generally originate a mortgage loan in an amount up to 80% of the lesser of the appraised value or the purchase price of a mortgaged property. For loans exceeding this guideline, private mortgage insurance for the borrower is required.
The majority of our residential loans are originated with fixed rates and have terms of fifteen to thirty years. Our adjustable rate loans have terms of fifteen to thirty years and adjustment periods of one, three, five or ten years according to the terms of the loan. These loans provide for an interest rate that is tied to a U.S. Treasury securities index.
We generally make fixed rate mortgage loans that meet the secondary mortgage market standards of the Federal Home Loan Mortgage Corporation ("FHLMC"). In accordance with our interest rate risk management policy and to assist in portfolio diversification, we occasionally sell qualifying one- to four-family residential mortgages in the secondary market to FHLMC without recourse and with servicing retained.
Substantially all of our residential mortgages include "due on sale" clauses, which are provisions giving us the right to declare a loan immediately payable if the borrower sells or otherwise transfers an interest in the property to a third party. Property appraisals on real estate securing our one- to four-family residential loans are made by state certified or licensed independent appraisers approved annually by the Board of Directors. Appraisals are performed in accordance with applicable regulations and policies. We require title insurance policies on all first mortgage real estate loans originated. All property secured loans require fire and casualty insurance. Loans made on property located in designated flood zones require minimum flood insurance coverage based on the amount of the loan.
Our residential loan portfolio includes home equity loans, which are originated in our market area and have maturities of up to fifteen years. At December 31, 2006, home equity loans totaled $109.5 million, or 14.2% of total loans. Collateral value is determined through the use of an Internet-based value estimator, a drive-by appraisal or a full appraisal. All loans over $250,000 require a full appraisal and a title insurance policy.
Multi-Family / Non-Residential Mortgage Loans. In 2000, we began to originate multi-family and non-residential mortgage loans, including loans on retail / service space and other income-producing properties. We require no less than a 25% down payment or equity position for multi-family / non-residential mortgage loans. Typically, these loans are made with variable rates of interest with terms of up to twenty years. The majority of these mortgage loans are on properties located within New Jersey. We occasionally sell participation interests in multi-family / non-residential mortgage loans originated by us that would otherwise exceed our loans-to-one-borrower limit. At December 31, 2006, the average balance of a multi-family / non-residential mortgage loan was $725,000.
Multi-family / non-residential mortgage loans generally are considered to entail significantly greater risk than that which is involved with residential real estate lending. The repayment of these loans typically is dependent on the successful operations and income stream of the real estate and the borrower. These risks can be significantly affected by economic conditions. In addition, multi-family / non-residential real estate lending generally requires substantially greater evaluation and oversight efforts compared to one- to four-family residential real estate lending.
Consumer Loans. At December 31, 2006, consumer loans amounted to $145.5 million, or 18.9% of the total loan portfolio. The vast majority of these are automobile loans. At December 31, 2006, automobile loans totaled $142.0 million. Due to the continued flat to inverted yield curve over the past year, the Company made a strategic decision to reduce the origination of automobile loans and deploy its cash to higher-yielding, commercial-based products.
In late 1999, we began to originate direct automobile loans over the Internet through an independent loan referral web site. A bank participating in the referral program sets certain criteria with the referral company to select those borrowers who meet that bank's lending standards. The borrower completes a qualification form and submits it via the web site. The referral company's automated system screens the borrower's qualification form and, if it meets our preset criteria, it is forwarded to us for consideration. The borrower's qualification form is sent to no more than four of the participating banks. Once we receive a qualification form, the automated system sends a notice to the borrower that he or she is conditionally approved and we make the borrower a loan offer. The borrower then decides whether to accept the loan offer. Upon acceptance, we disburse the funds. Currently, an average of $2.7 million of new loans, or 87.6% of our monthly automobile loan originations, are generated from this referral source. We will generally lend up to 100% of the purchase price of a new or used vehicle.
Consumer loans also consist of personal (unsecured) and savings secured loans. We will generally lend up to 100% of the account balance on a savings secured loan.
Consumer loans generally have shorter terms and higher interest rates than residential loans. Consumer loans generally have maturities of up to six years. Consumer loans can be helpful in improving the spread between the average loan yield and the cost of funds and at the same time improve the matching of rate sensitive assets and liabilities.
Consumer loans entail greater risks than residential mortgage loans, particularly consumer loans secured by rapidly depreciable assets, such as automobiles, or loans that are unsecured. In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance, since there is a greater likelihood of damage, loss or depreciation of the underlying collateral. Further, consumer loan repayment is dependent on the borrower's continuing financial stability and is more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Finally, the application of various federal laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on consumer loans in the event of a default.
Our underwriting standards for consumer loans include a determination of the applicant's credit history and an assessment of the applicant's ability to meet existing obligations and payments on the proposed loan. The stability of the applicant's monthly income may be determined by verification of gross monthly income from primary employment and additionally from any verifiable secondary income. Credit worthiness of the applicant is of primary consideration; however, the underwriting process also includes a comparison of the value of the collateral in relation to the proposed loan amount. Certain of our officers are authorized to approve unsecured consumer loan applications of up to $20,000.
Commercial Loans. At December 31, 2006, the commercial loan portfolio had grown to $54.9 million, representing 7.1% of the total loan portfolio at that date. During 2004, we introduced the availability of both commercial lines of credit and fixed term commercial loans. The commercial lines that are unsecured are limited to $100,000, secured lines are offered at up to $1.0 million and real estate secured loans are offered at up to $2.5 million. The term for the unsecured line is no more than five years with an annual renewal, while fixed term loans are offered for terms of up to ten years; real estate secured loans are offered for up to 25 years.
Unlike single-family residential mortgage loans, which generally are made on the basis of the borrower's ability to make repayment from his or her employment and other income, and which are secured by real property with a value that tends to be more easily ascertainable, commercial business loans typically are made on the basis of the borrower's ability to make repayment from the cash flow of the borrower's business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself and the general economic environment. Commercial business loans, therefore, have greater credit risk than residential mortgage loans. In addition, commercial loans generally carry larger balances to single borrowers or related groups of borrowers than one- to four-family loans. Further, commercial lending generally requires substantially greater evaluation and oversight efforts compared to residential or non-residential real estate lending.
Loans to One Borrower. Under federal law, savings institutions have, subject to certain exemptions, lending limits to one borrower in an amount equal to the greater of $500,000 or 15% of the institution's unimpaired capital and surplus. Accordingly, as of December 31, 2006, our loans-to-one-borrower limit was $14.0 million, and we had 118 loans with balances of $1.0 million or more.
At December 31, 2006, our largest single borrower had an aggregate balance of $10.9 million, representing three loans; each loan was secured by commercial property. At December 31, 2006, our second largest borrower had an aggregate balance of $10.0 million, representing seven loans that were each secured by commercial properties. At December 31, 2006, our third largest single borrower had an aggregate balance of $9.0 million, representing four loans that were each secured by commercial properties. At December 31, 2006, all of these three lending relationships were current and performing in accordance with the terms of their loan agreements.
Loan Originations, Purchases, Sales, Solicitation and Processing. Our customary sources of loan applications include newspaper advertisements, our business development officers, repeat customers, applications through Synergy Bank's Internet site, real-estate broker referrals and "walk-in" customers. A significant source for our automobile loan originations is an independent referral web site.
The following table shows total loans originated, purchased, sold and repaid during the periods indicated.
- ------------------ (1) This category includes home equity loans. (2) This category consists of personal (unsecured) and savings secured loans.
As of December 31, 2006, we serviced $3.0 million in loans for the Federal Home Loan Mortgage Corporation. We occasionally sell participation interests in non-residential mortgage loans originated by us that are considered large credits in order to reduce credit risk exposure and comply with our loans-to-one-borrower limitation. We may sell loans in the future when doing so will diversify our loan portfolio composition, mitigate interest rate risk or reduce our credit risk exposure.
We generally sell loans on a non-recourse basis, with servicing retained and with a loan servicing fee of 25 basis points of the loan balance. During the year ended December 31, 2006, we sold approximately $9.1 million of participation loans that were providing yields below current market levels. At December 31, 2006, loans serviced for the benefit of other lenders totaled approximately $10.9 million.
We occasionally purchase loans through other financial institutions' participation programs. During the year ended December 31, 2006, we purchased an aggregate of $4.2 million in loans, all of which were funded by year-end. The participations consisted of one- to four-family residential, construction and multi-family / non-residential loans of $1.5 million, $1.5 million and $1.2 million, respectively.
Loan Commitments. We give written commitments to prospective borrowers on all residential and non-residential mortgage loans. The total amount of commitments to extend credit for mortgage and consumer loans as of December 31, 2006 was approximately $33.7 million, excluding commitments on unused lines of credit of $28.8 million.
Loan Origination and Other Loan Fees. In addition to interest earned on loans, we receive commitment fees, loan origination fees and points on certain loans. We also receive other fees and charges relating to existing loans, which include late charges and fees collected in connection with loan modifications. These fees and charges have not constituted a material source of income.
Non-Performing Loans and Problem Assets
Collection Procedures. The borrower is notified by mail when a loan is sixteen days delinquent. If the delinquency continues, subsequent efforts are made to contact the delinquent borrower and additional collection notices and letters are sent. When a collateralized loan is sixty days delinquent, it is generally referred to an attorney for repossession or foreclosure. All reasonable attempts are made to collect from borrowers prior to referral to an attorney for collection. In certain instances, we may modify the loan or grant a limited moratorium on loan payments to enable the borrower to reorganize his or her financial affairs and we attempt to work with the borrower to establish a repayment schedule to cure the delinquency.
In the case of mortgage loans, if a foreclosure action is taken and the loan is not reinstated, paid in full or refinanced, the property is sold at judicial sale. We may be the buyer at this sale if there are no adequate offers to satisfy the debt. Any property acquired as the result of foreclosure or by receipt of deed in lieu of foreclosure is classified as real estate owned ("REO") until it is sold or otherwise disposed of. When REO is acquired, it is recorded at the lower of the unpaid principal balance of the related loan or its fair market value less estimated selling costs. The initial write-down of the property is charged to the allowance for loan losses. Adjustments to the carrying value of the property that results from subsequent declines in value are charged to operations in the period in which the declines occur. At December 31, 2006, we did not hold any real estate owned.
Loans are reviewed on a regular basis and are placed on a non-accrual status when they are more than ninety days delinquent. Loans may be placed on a non-accrual status at any time if, in the opinion of management, the collection of additional interest is doubtful. Interest accrued and unpaid at the time a loan is placed on non-accrual status is charged against interest income. Subsequent payments are either applied to the outstanding principal balance or recorded as interest income, depending on our assessment of the ultimate collectibility of the loan. These payments are accounted for under the cash method of accounting.
Non-Performing Assets. The following table provides information regarding our non-performing loans and other non-performing assets as of the dates indicated.
- ------------------- (1) This category includes home equity loans. (2) This category consists of personal (unsecured) and savings secured loans.
For the year ended December 31, 2006, the amount of interest that would have been recorded on loans accounted for on a non-accrual basis if those loans had been current and performing according to the original loan agreements for the entire period was approximately $11,000. This amount was not included in our interest income for the period. No interest income on loans accounted for on a non-accrual basis was included in income during the year ended December 31, 2006.
At December 31, 2006, there were no loans for which management had serious doubts as to the ability of borrowers to comply with the present repayment terms that are not included in the table above as loans accounted for on a non-accrual basis.
Classified Assets. Management, in compliance with Office of Thrift Supervision ("OTS") guidelines, has instituted an internal loan review program, whereby non-performing loans are classified as substandard, doubtful or loss. It is our policy to review the loan portfolio, in accordance with regulatory classification procedures, on at least a monthly basis. When a loan is classified as substandard or
doubtful, management is required to establish a valuation reserve for loan losses in an amount considered prudent by management. When management classifies a portion of a loan as loss, a specific reserve equal to 100% of the loss amount is required to be established or the loan is charged-off.
An asset is considered "substandard" if it is inadequately protected by the paying capacity and net worth of the obligor or the collateral pledged, if any. Substandard assets include those characterized by the distinct possibility that the insured institution will sustain some loss if the deficiencies are not corrected. Assets classified as "doubtful" have all of the weaknesses inherent in those classified as substandard, with the added characteristic that the weaknesses present make collection or liquidation in full highly questionable and improbable, on the basis of currently existing facts, conditions and values. Assets classified as "loss" are those considered uncollectible and of so little value that their continuance as assets without the establishment of a specific loss reserve is not warranted. Assets which do not currently expose the insured institution to a sufficient degree of risk to warrant classification in one of the aforementioned categories but which have credit deficiencies or potential weaknesses are required to be designated as "special mention" by management.
Management's classification of assets and its estimation of the amount of known and inherent loan losses in the loan portfolio are reviewed by the Asset/Liability Management Committee on a regular basis and by the OTS as part of its examination process. At December 31, 2006, classified loans totaled $744,000. This amount included $515,000 of loans classified as "substandard." Management has deemed that two of the loans classified as substandard, totaling $193,000, are non-performing. At December 31, 2006, we had $229,000 of loans classified as "doubtful," all of which are non-performing assets, as shown in the table above. At December 31, 2006, we had no loans classified as "loss."
Allowance for Loan Losses. The allowance for loan losses is a valuation account that reflects our estimation of the losses known and inherent in our loan portfolio that are both probable and reasonable to estimate associated both with lending activities and particular problem assets. The allowance is maintained through provisions for loan losses that are charged to income in the period they are established. We charge losses on loans against the allowance for loan losses when we believe the collection of loan principal is unlikely. Recoveries on loans previously charged-off are added back to the allowance.
Management performs a quarterly evaluation of the allowance for loan losses. The results of this quarterly process are presented along with recommendations to the Asset and Liability Management Committee. Based on these recommendations, the allowance for loan losses is approved by this committee.
Our estimation of known and inherent loan losses in the loan portfolio includes a separate review of all loans for which collectibility of principal may or may not be reasonably assured. We evaluate all classified loans individually and base our determination of a loss factor on the likelihood of collectibility of principal, including consideration of the value of the underlying collateral securing the loan. Larger loans, which would generally include multi-family / non-residential mortgages and commercial loans, are evaluated annually for impairment individually. We also segregate loans by loan category and evaluate homogeneous loans as a group.
Although there are many factors that also warrant consideration in estimating the amount of known and inherent losses in the loan portfolio, we consider the following points in connection with our determination of loss factors and as part of our overall estimation of the amount of known and inherent losses in the loan portfolio:
o our historical loan loss experience; o internal analysis of credit quality; o general levels of non-performing loans and delinquencies;
o changes in loan concentrations by loan category and property type; o current estimated collateral values; o large total credit exposure; o large single credit risk; o seasonality of portfolio; o peer group data; o analysis of credit quality conducted in bank regulatory examinations; and o economic and market trends impacting our lending area
This estimation is inherently subjective as it requires estimates and assumptions that are susceptible to significant revisions as more information becomes available or as future events change. Future additions to the allowance for loan losses may be necessary if economic and other conditions in the future differ substantially from the current operating environment. In addition, the OTS (as an integral part of its examination process) periodically reviews our loan and foreclosed real estate portfolios and the related allowance for loan losses and valuation allowance for foreclosed real estate. The OTS may require the allowance for loan losses or the valuation allowance for foreclosed real estate to be increased based on its review of information available at the time of the examination, which would negatively affect our earnings.
The following table sets forth information with respect to our allowance for loan losses at the dates indicated.
- ----------------- (1) This category includes home equity loans. (2) This category consists of personal (unsecured) and savings secured loans.
Allocation of Allowance for Loan Losses. The following table sets forth the allocation of our allowance for loan losses by collateral and the percent of loans in each category to total loans receivable, net, at the dates indicated. Management determines the allocation of our allowance for loan losses based on its assessment of the risk characteristics of each loan category. The change in allocation of the allowance from period to period also reflects the relative balances of each loan category. The portion of the loan loss allowance allocated to each loan category does not represent the total available for losses which may occur within the loan category since the total loan loss allowance is a valuation reserve applicable to the entire loan portfolio. The allocation is subject to change as management's assessment of the risk characteristics of each loan category may change from time to time.
- ------------------ (1) This category includes home equity loans. (2) This category consists of personal (unsecured) and savings secured loans.
Securities Portfolio
General. Federally chartered savings banks have the authority to invest in various types of liquid assets, including U.S. government and government agency obligations, securities of various federal agencies and government-sponsored enterprises (including securities collateralized by mortgages), certificates of deposits of insured banks and savings institutions, municipal securities and corporate debt securities.
Statement of Financial Accounting Standards ("SFAS") No. 115, Accounting for Certain Investments in Debt and Equity Securities, requires that securities be categorized as "held to maturity," "trading securities" or "available for sale," based on management's intent as to the ultimate disposition of each security. SFAS No. 115 allows debt securities to be classified as "held to maturity" and reported in financial statements at amortized cost only if the reporting entity has the positive intent and ability to hold these securities to maturity. Securities that might be sold in response to changes in market interest rates, changes in the security's prepayment risk, increases in loan demand, or other similar factors cannot be classified as "held to maturity."
We do not currently use or maintain a trading account. Securities not classified as "held to maturity" are classified as "available for sale." These securities are reported at fair value, and unrealized gains and losses on the securities are excluded from earnings and reported, net of deferred taxes, as a separate component of equity. On occasion, we sell available for sale securities based on the evaluation of price levels obtained through multiple dealers. Our analysis in selling available for sale securities includes tracking the Treasury yield curve through Internet-based financial data providers and tracking the price of similar securities offered through dealers' inventory listings using their individual web sites.
All of our securities carry market risk insofar as increases in market rates of interest may cause decreases in their market value. Investments in securities are made based on certain considerations, which include the interest rate, tax considerations, yield, asset/liability position and maturity of the security, our liquidity position and anticipated cash needs and sources. The effect that the proposed security would have on our credit and interest rate risk and risk-based capital is also considered. We purchase securities to provide necessary liquidity for day-to-day operations, and when investable funds exceed loan demand.
Our investment policy, which is established by the Board of Directors, is designed to foster earnings and liquidity within prudent interest rate risk guidelines, while complementing our lending activities. Generally, our investment policy is to invest funds in various categories of securities and maturities based upon our liquidity needs, asset/liability management policy, investment quality, marketability and performance objectives. The Asset/Liability Management Committee reviews the securities portfolio on a monthly basis. The results of the committee's monthly review are reported to the full Board at its regular monthly meeting.
We do not participate in hedging programs, interest rate swaps or other activities involving the use of off-balance-sheet derivative financial instruments. Further, we do not invest in securities, which are not rated investment grade.
Mortgage-backed Securities. Mortgage-backed securities represent a participation interest in a pool of one- to four-family or multi-family mortgages. We focus primarily on mortgage-backed securities secured by one- to four-family mortgages.
The mortgage originators use intermediaries (generally U.S. government agencies and government-sponsored enterprises) to pool and repackage the participation interests in the form of securities, with investors such as us receiving the principal and interest payments on the mortgages. Such U.S. government agencies and government-sponsored enterprises guarantee the payment of principal and interest to investors. At December 31, 2006, all of our mortgage-backed securities were issued by either U.S. government agencies or government-sponsored enterprises.
Mortgage-backed securities are typically issued with stated principal amounts, and pools of mortgages that have loans with interest rates that are within a specific range and have varying maturities back the securities. The life of a mortgage-backed pass-through security thus approximates the life of the underlying mortgages. The characteristics of the underlying pool of mortgages (i.e., fixed-rate or adjustable-rate) and prepayment risk are passed on to the certificate holder. Mortgage-backed securities are generally referred to as "mortgage participation certificates" or "pass-through certificates." Our mortgage-backed securities consist primarily of securities issued by Government National Mortgage Association ("GNMA" or "Ginnie Mae"), Federal Home Loan Mortgage Association ("FHLMA" or "Freddie Mac") and the Federal National Mortgage Association ("FNMA" or "Fannie Mae"). Mortgage-backed securities generally yield less than the mortgage loans underlying such securities because of their payment guarantees or credit enhancements, which offer nominal credit risk to the security holder.
Expected maturities will differ from contractual maturities due to scheduled repayments and because the mortgagor may have the right to prepay the obligation with or without prepayment penalties.
Collateralized Mortgage Obligations ("CMOs") and Real Estate Mortgage Investment Conduits ("REMICs"). We also invest in CMOs and REMICs, issued or sponsored by GNMA, FNMA and FHLMC. CMOs and REMICs are mortgage-derivative products that aggregate pools of mortgages and mortgage-backed securities and create different classes of securities with varying maturities and amortization schedules, as well as a residual interest, with each class having different risk characteristics. The cash flows from the underlying collateral are usually divided into "tranches," or classes, which have descending priorities with respect to the distribution of principal and interest repayment of the underlying mortgages and mortgage-backed securities, as opposed to pass-through mortgage-backed securities where cash flows are distributed pro rata to all security holders. Unlike mortgage-backed securities from which cash flow is received and prepayment risk is shared pro rata by all securities holders, cash flows from the mortgages and mortgage-backed securities underlying CMOs and REMICs are paid in accordance with a predetermined priority to investors holding various tranches of the securities or obligations. A particular tranche or class may carry prepayment risk, which may be different from that of the underlying collateral and other tranches. Investing in CMOs and REMICs allows us to moderate reinvestment risk resulting from unexpected prepayment activity associated with conventional mortgage-backed securities. Management believes these securities represent attractive alternatives relative to other investments due to the wide variety of maturity, repayment and interest rate options available.
Other Securities. In addition, at December 31, 2006, we held equity investments with a fair market value of $1.9 million, primarily consisting of interests in Community Reinvestment Act funds. We also held an approximate investment of $12.0 million in FHLB common stock (this amount is not shown in the securities portfolio). As a member of the FHLB, ownership of FHLB common stock is required.
The following table sets forth the carrying value of our investment securities portfolio at the dates indicated.
- -------------- (1) At December 31, 2006, includes $3.1 million of agency-issued collateralized mortgage obligations.
Carrying Values, Yields and Maturities. The following table sets forth certain information regarding the carrying values, weighted average yields and maturities of our investment securities portfolio at the dates indicated.
Sources of Funds
General. Deposits are our major source of funds for lending and other investment purposes. In addition, we derive funds from loan and mortgage-backed securities principal repayments and proceeds from the maturity, call and sale of mortgage-backed securities and investment securities. Loan and securities payments are a relatively stable source of funds, while deposit inflows are significantly influenced by general interest rates and money market conditions. Borrowings (principally from the FHLB) are also used to supplement the amount of funds for lending and investment.
Deposits. Our current deposit products include checking, savings, money market, club, certificates of deposit with terms from three months to ten years and individual retirement accounts ("IRAs"). Deposit account terms vary, primarily as to the required minimum balance amount, the amount of time that the funds must remain on deposit and the applicable interest rate.
Deposits are obtained primarily from within New Jersey. Traditional methods of advertising are used to attract new customers and deposits, including print media, direct mail and inserts included with customer statements. Premiums or incentives for opening accounts are sometimes, but not generally, offered. Periodically, we select a particular certificate of deposit term for promotion.
We pay interest rates on certificates of deposit that are toward the high range of rates offered by our competitors. Rates on savings and money market accounts are generally priced toward the middle and upper range of rates offered in our market. The determination of interest rates is based upon a number of factors, including: (1) our need for funds based on loan demand, current maturities of deposits and other cash flow needs; (2) a current survey of a selected group of competitors' rates for similar products; (3) our current cost of funds and yield on assets and asset/liability position; and, (4) the alternate cost of funds on a wholesale basis, in particular, the cost of advances from the FHLB. Interest rates are reviewed by senior management on at least a weekly basis.
Brokered certificates of deposit are also utilized as an additional source of funding. These deposits are marketed through national brokerage firms to their customers in $1,000 increments. The Bank maintains only one account for the total deposit amount, while detailed records related to the owners are maintained by the Depository Trust Company under the name of CEDE & Co. Respective customers can open an account by placing a telephone call to his or her broker, and the deposits are transferable, similar to a stock or bond investment. Brokered deposits provide a large deposit for the Bank at a lower operating cost, since the Bank maintains only one account versus several with multiple interest rates and maturity dates. At December 31, 2006, the Bank had approximately $43.3 million in brokered deposits with a weighted average interest rate of 5.18%. Currently, the rates paid for brokered deposits are comparable to the cost of advances from the FHLB with similar maturities.
A large percentage of our deposits are in certificates of deposit (64.3%, or $415.4 million, at December 31, 2006 as compared to 60.4%, or $366.5 million, at December 31, 2005). Our liquidity could be reduced if a significant amount of certificates of deposit, maturing within a short period of time, were not renewed. A significant portion of the certificates of deposit remain with us after they mature and we believe that this will continue. However, the need to retain these time deposits could result in an increase in our cost of funds.
The following table sets forth the distribution of the average deposits in the Company for the periods indicated and the weighted average nominal interest rates for each period on each category of deposits presented.
The following table sets forth the time deposits in the Bank classified by interest rate as of the dates indicated.
At December 31, 2006 2005 2004 ------- ------- -------- (In thousands) Interest Rate Less than 2%...... $ - $ 1,154 $ 41,702 2.00-2.99%........ 2,340 43,629 113,707 3.00-3.99%........ 42,994 218,602 86,084 4.00-4.99%........ 114,914 102,139 9,785 5.00-5.99%........ 255,162 828 1,133 6.00-6.99%........ - 109 334 -------- -------- --------- Total.......... $415,410 $366,461 $ 252,745 ======== ======== =========
The following table sets forth the amount and maturities of time deposits at December 31, 2006.
The following table shows the amount of our certificates of deposit and other time deposits of $100,000 or more by time remaining until maturity as of December 31, 2006.
Remaining Time Until Maturity Certificates of Deposit (In thousands) Within three months......................... $ 25,450 Three through six months.................... 59,664 Six through twelve months................... 49,689 Over twelve months.......................... 21,691 --------- $ 156,494 =========
Borrowings. As the need arises or in order to take advantage of funding opportunities or to supplement our deposits as a source of funds, we borrow funds predominantly in the form of advances from the FHLB to supplement our supply of lendable funds and to meet deposit withdrawal requirements. Advances from the FHLB are typically secured by the FHLB stock we own and mortgage loans and may be secured by other assets, mainly securities. We use convertible FHLB advances for a portion of our funding needs. These borrowings are fixed-rate advances that can be called at the option of the FHLB. At December 31, 2006, our total borrowing limit with the FHLB was $290.5 million, subject to collateral requirements.
The Bank also has a total of $40 million of available unsecured lines of credit with banks. At December 31, 2006, there was no balance outstanding on these lines of credit.
Short-term borrowings, which consists primarily of FHLB advances, generally have maturities of less than one year. Unused overnight lines of credit at the FHLB at December 31, 2006 were $118.3 million. The details of these borrowings are presented below:
At or For the Year Ended December 31, -------------------------------- 2006 2005 2004 ------- ------- ------ (Dollars in thousands) Short-Term Borrowings: Average balance outstanding.............. $ 72,669 $ 75,411 $33,618 Maximum amount outstanding at any month-end during the period.... $ 93,950 $115,000 $48,975 Balance outstanding at period end........ $ 76,875 $ 86,650 $31,025 Weighted average interest rate during the period..................... 5.23% 3.59% 1.61% Weighted average interest rate at period end......................... 5.38% 4.13% 2.42%
At December 31, 2006, long-term borrowings, which consist of FHLB advances, totaled $158.8 million. Advances consist of fixed-rate advances that will mature within one to eight years. The advances are collateralized by FHLB stock, certain first mortgage loans and mortgage-backed securities. These advances had a weighted average interest rate of 4.24%.
As of December 31, 2006, long-term advances mature as follows:
(Dollars in thousands) 2007......................... $ 57,000 2008......................... 66,100 2009......................... 8,000 2010......................... 5,000 2011......................... 10,000 Thereafter................... 12,700 --------- Total..................... $ 158,800 =========
Subsidiary Activity
In addition to the Bank, the Company has one service corporation subsidiary, Synergy Financial Services, Inc., which was incorporated under New Jersey law in June 1997 and began operation in May 1998. It was organized for the purpose of providing securities brokerage, insurance and investment services and products, including mutual funds and annuities, to customers of the Bank and the general public. In April 1999, Synergy Financial Services, Inc. entered into an agreement with INVEST Financial Corporation of Tampa, Florida, one of the nation's largest full-service providers of investment and insurance products through financial institutions, and continues to offer services and products through such company. At December 31, 2006, Synergy Financial Services, Inc. had total assets of $595,000. For the year ended December 31, 2006, it had commission income of $913,000 and net income of approximately $171,000.
In November 2002, the Bank incorporated a wholly-owned subsidiary, Synergy Capital Investments, Inc., under New Jersey law, as an investment company for the primary purpose of holding investment securities. In March 2005, Synergy Capital Investments, Inc. incorporated a new investment company subsidiary under Delaware law, Synergy Investment Corporation. At December 31, 2006, Synergy Capital Investments, Inc. and Synergy Investment Corporation had total assets of $150.3 million and net income of $4.1 million for the year then ended.
Personnel
As of December 31, 2006, the Company had 119 full-time employees and 58 part-time employees. The employees are not represented by a collective bargaining agreement. We believe our relationship with our employees is satisfactory.
Regulation
Set forth below is a brief description of certain laws that relate to the regulation of the Company and the Bank. The description does not purport to be complete and is qualified in its entirety by reference to applicable laws and regulations.
Regulation of the Company
General. The Company, which is a federal savings and loan holding company, is subject to regulation and supervision by the OTS. In addition, the OTS has enforcement authority over Synergy Financial Services, Inc. and any non-savings institution subsidiaries. This permits the OTS to restrict or prohibit activities that it determines to be a serious risk to the Bank. This regulation is intended primarily for the protection of the depositors and not for the benefit of stockholders of the Company.
Sarbanes-Oxley Act of 2002. On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002 (the "Act"). The Securities and Exchange Commission (the "SEC") has promulgated new regulations pursuant to the Act and may continue to propose additional implementing or clarifying regulations as necessary in furtherance of the Act. The passage of the Act, and the regulations implemented by the SEC subject publicly-traded companies to additional and more cumbersome reporting regulations and disclosure. Compliance with the Act and corresponding regulations may increase the Company's expenses.
Activities Restrictions. As a savings and loan holding company formed after May 4, 1999, the Company is not a grandfathered unitary savings and loan holding company under the Gramm-Leach-Bliley Act (the "GLB Act"). As a result, the Company and its non-savings institution subsidiaries are subject to statutory and regulatory restrictions on their business activities. Under the Home Owners' Loan Act, as amended by the GLB Act, the non-banking activities of the Company are restricted to certain activities specified by OTS regulation, which include performing services and holding properties used by a savings institution subsidiary, activities authorized for savings and loan holding companies as of March 5, 1987 and non-banking activities permissible for bank holding companies pursuant to the Bank Holding Company Act of 1956 (the "BHC Act") or authorized for financial holding companies pursuant to the GLB Act. Furthermore, no company may acquire control of the Bank unless the acquiring company was a unitary savings and loan holding company on May 4, 1999 (or became a unitary savings and loan holding company pursuant to an application pending as of that date) or the company is only engaged in activities that are permitted for multiple savings and loan holding companies or for financial holding companies under the BHC Act as amended by the GLB Act.
Mergers and Acquisitions. The Company must obtain approval from the OTS before acquiring more than 5% of the voting stock of another savings institution or savings and loan holding company or acquiring such an institution or holding company by merger, consolidation or purchase of its assets. In evaluating an application for the Company to acquire control of a savings institution, the OTS would consider the financial and managerial resources and future prospects of the Company and the target institution, the effect of the acquisition on the risk to the insurance funds, the needs of the community and competitive factors.
Regulation of the Bank
General. As a federally chartered savings bank, the Bank is subject to extensive regulation by the OTS and the Federal Deposit Insurance Corporation ("FDIC"). This regulatory structure gives the regulatory authorities extensive discretion in connection with their supervisory and enforcement activities and examination policies, including policies regarding the classification of assets and the level of the allowance for loan losses. The activities of federal savings banks are subject to extensive regulation
including restrictions or requirements with respect to loans to one borrower, the percentage of non-mortgage loans or investments to total assets, capital distributions, permissible investments and lending activities, liquidity management, transactions with affiliates and community reinvestment. Federal savings banks are also subject to the reserve requirements of the Federal Reserve System. A federal savings bank's relationship with its depositors and borrowers is regulated by both state and federal law, especially in such matters as the ownership of savings accounts and the form and content of its mortgage documents.
The Bank must file regular reports with the OTS and the FDIC concerning its activities and financial condition, and must obtain regulatory approvals prior to entering into certain transactions such as mergers with or acquisitions of other financial institutions. The OTS regularly examines the Company and the Bank and prepares reports to the Bank's Board of Directors on deficiencies, if any, found in its operations.
Deposit Insurance. The Bank's deposits are insured to applicable limits by the FDIC. Although the FDIC is authorized to assess premiums under a risk-based system for such deposit insurance, most insured depository institutions have not been required to pay premiums for the last ten years. The Federal Deposit Insurance Reform Act of 2005 ("Reform Act"), which was signed into law on February 15, 2006, has resulted in significant changes to the federal deposit insurance program: (i) effective March 31, 2006, the Bank Insurance Fund ("BIF"), which formally insured the deposits of banks, and the Savings Association Insurance Fund ("SAIF"), which formally insured the deposits of savings associations like the Bank, were merged into a new combined fund, called the Deposit Insurance Fund; (ii) the current $100,000 deposit insurance coverage will be indexed for inflation (with adjustments every five years, commencing January 1, 2011); and (iii) deposit insurance coverage for retirement accounts has been increased to $250,000 per participant, subject to adjustment for inflation. The FDIC has been given greater latitude in setting the assessment rates for insured depository institutions, which could be used to impose minimum assessments.
The FDIC is authorized to set the reserve ratio for the Deposit Insurance Fund annually at between 1.15% and 1.5% of estimated insured deposits. If the Deposit Insurance Fund's reserves exceed the designated reserve ratio, the FDIC is required to pay out all or, if the reserve ratio is less than 1.5%, a portion of the excess as a dividend to insured depository institutions based on the percentage of insured deposits held on December 31, 1996, adjusted for subsequently paid premiums. Insured depository institutions that were in existence on December 31, 1996 and paid assessments prior to that date (or their successors) are entitled to a one-time credit against future assessments based on their past contributions to the BIF or the SAIF. As the Bank was chartered as a federal credit union back in 1996 and did not pay insurance assessments, it will not be entitled to receive the one-time assessment credit under the FDIC's rulemaking.
Pursuant to the Reform Act, the FDIC has determined to maintain the designated reserve ratio at its current 1.25%. The FDIC has also adopted a new risk-based premium system that provides for quarterly assessments based on an insured institution's ranking in one of four risk categories based on their examination ratings and capital ratios. Beginning in 2007, well-capitalized institutions with the CAMELS ratings of 1 or 2 will be grouped in Risk Category I and will be assessed for deposit insurance at an annual rate of between five and seven basis points with the assessment rate for an individual institution to be determined according to a formula based on a weighted average of the institution's individual CAMEL component ratings plus five financial ratios or the average ratings of its long-term debt. Institutions in Risk Categories II, III and IV will be assessed at annual rates of 10, 28 and 43 basis points, respectively.
In addition, all FDIC-insured institutions are required to pay assessments to the FDIC to fund interest payments on bonds issued by the Financing Corporation ("FICO"), an agency of the Federal government established to recapitalize the predecessor to the SAIF. The FICO assessment rates, which are determined quarterly, averaged 0.0128% of insured deposits in fiscal 2006. These assessments will continue until the FICO bonds mature in 2017.
Regulatory Capital Requirements. OTS capital regulations require savings institutions to meet three capital standards: (1) tangible capital equal to 1.5% of total adjusted assets, (2) "Tier 1" or "core" capital equal to at least 4% (3% if the institution has received the highest possible rating on its most
recent examination) of total adjusted assets, and (3) risk-based capital equal to 8% of total risk-weighted assets. At December 31, 2006, the Bank exceeded all regulatory capital requirements and was classified as "well capitalized."
In addition, the OTS may require that a savings institution that has a risk-based capital ratio of less than 8%, a ratio of Tier 1 capital to risk-weighted assets of less than 4% or a ratio of Tier 1 capital to total adjusted assets of less than 4% (3% if the institution has received the highest rating on its most recent examination) take certain action to increase its capital ratios. If the savings institution's capital is significantly below the minimum required levels of capital or if it is unsuccessful in increasing its capital ratios, the OTS may restrict its activities.
For purposes of the OTS capital regulations, tangible capital is defined as core capital less all intangible assets except for certain mortgage servicing rights. Tier 1 or core capital is defined as common stockholders' equity, non-cumulative perpetual preferred stock and related surplus, minority interests in the equity accounts of consolidated subsidiaries and certain non-withdrawable accounts and pledged deposits. The Bank does not have any non-withdrawable accounts or pledged deposits. Tier 1 and core capital are reduced by an institution's intangible assets, with limited exceptions for certain mortgage and non-mortgage servicing rights and purchased credit card relationships. Both core and tangible capital are further reduced by an amount equal to the savings institution's debt and equity investments in "non-includable" subsidiaries engaged in activities not permissible to national banks other than subsidiaries engaged in activities undertaken as agent for customers or in mortgage banking activities and subsidiary depository institutions or their holding companies.
The risk-based capital standard for savings institutions requires the maintenance of total capital of 8% of risk-weighted assets. Total capital equals the sum of core and supplementary capital. The components of supplementary capital include, among other items, cumulative perpetual preferred stock, perpetual subordinated debt, mandatory convertible subordinated debt, intermediate-term preferred stock, the portion of the allowance for loan losses not designated for specific loan losses and up to 45% of unrealized gains on equity securities. The portion of the allowance for loan losses includable in supplementary capital is limited to a maximum of 1.25% of risk-weighted assets. Overall, supplementary capital is limited to 100% of core capital. For purposes of determining total capital, a savings institution's assets are reduced by the amount of capital instruments held by other depository institutions pursuant to reciprocal arrangements and by the amount of the institution's equity investments (other than those deducted from core and tangible capital) and its high loan-to-value ratio land loans and non-residential construction loans.
A savings institution's risk-based capital requirement is measured against risk-weighted assets, which equal the sum of each on-balance-sheet asset and the credit-equivalent amount of each off-balance-sheet item after being multiplied by an assigned risk weight. These risk weights range from 0% for cash to 100% for delinquent loans, property acquired through foreclosure, commercial loans and other assets.
OTS rules require a deduction from capital for savings institutions with certain levels of interest rate risk. The OTS calculates the sensitivity of an institution's net portfolio value based on data submitted by the institution in a Consolidated Maturity Rate Schedule to its quarterly Thrift Financial Report and using the interest rate risk measurement model adopted by the OTS. The amount of the interest rate risk component, if any, deducted from an institution's total capital is based on the institution's Thrift Financial Report filed two quarters earlier. The OTS has indefinitely postponed implementation of the interest rate risk component, and the Bank has not been required to determine whether it will be required to deduct an interest rate risk component from capital.
Prompt Corrective Regulatory Action. Under the OTS Prompt Corrective Action regulations, the OTS is required to take supervisory actions against undercapitalized institutions, the severity of which depends upon the institution's level of capital. Generally, a savings institution that has total risk-based capital of less than 8.0%, or a leverage ratio or a Tier 1 core capital ratio that is less than 4.0%, is considered to be undercapitalized. A savings institution that has total risk-based capital of less than 6.0%, a Tier 1 core risk-based capital ratio of less than 3.0% or a leverage ratio that is less than 3.0% is considered to be "significantly undercapitalized." A savings institution that has a tangible capital to assets ratio equal to or less than 2.0% is deemed to be "critically undercapitalized." Generally, the banking
regulator is required to appoint a receiver or conservator for an institution that is "critically undercapitalized." The regulation also provides that a capital restoration plan must be filed with the OTS within forty-five days of the date an institution receives notice that it is "undercapitalized," "significantly undercapitalized" or "critically undercapitalized." In addition, numerous mandatory supervisory actions become immediately applicable to the institution, including, but not limited to, restrictions on growth, investment activities, capital distributions and affiliate transactions. The OTS may also take any one of a number of discretionary supervisory actions against undercapitalized institutions, including the issuance of a capital directive and the replacement of senior executive officers and directors.
Dividend and Other Capital Distribution Limitations. The OTS imposes various restrictions or requirements on the ability of savings institutions to make capital distributions, including cash dividends.
A savings institution that is a subsidiary of a savings and loan holding company, such as the Bank, must file an application or a notice with the OTS at least thirty days before making a capital distribution. A savings institution must file an application for prior approval of a capital distribution if: (i) it is not eligible for expedited treatment under the applications processing rules of the OTS; (ii) the total amount of all capital distributions, including the proposed capital distribution, for the applicable calendar year would exceed an amount equal to the savings bank's net income for that year to date plus the institution's retained net income for the preceding two years; (iii) it would not adequately be capitalized after the capital distribution; or (iv) the distribution would violate an agreement with the OTS or applicable regulations.
The Bank will be required to file a capital distribution notice or application with the OTS before paying any dividend to the Company. However, capital distributions by the Company, as a savings and loan holding company, will not be subject to the OTS capital distribution rules.
The OTS may disapprove a notice or deny an application for a capital distribution if: (i) the savings institution would be undercapitalized following the capital distribution; (ii) the proposed capital distribution raises safety and soundness concerns; or (iii) the capital distribution would violate a prohibition contained in any statute, regulation or agreement. In addition, a federal savings institution cannot distribute regulatory capital that is required for its liquidation account.
Qualified Thrift Lender Test. Federal savings institutions must meet a qualified thrift lender ("QTL") test or they become subject to the business activity restrictions and branching rules applicable to national banks. To qualify as a QTL, a savings institution must either (i) be deemed a "domestic building and loan association" under the Internal Revenue Code by maintaining at least 60% of its total assets in specified types of assets, including cash, certain government securities, loans secured by and other assets related to residential real property, educational loans and investments in premises of the institution or (ii) satisfy the statutory QTL test set forth in the Home Owners' Loan Act by maintaining at least 65% of its "portfolio assets" in certain "Qualified Thrift Investments" (defined to include residential mortgages and related equity investments, certain mortgage-related securities, small business loans, student loans and credit card loans and 50% of certain community development loans). For purposes of the statutory QTL test, portfolio assets are defined as total assets minus intangible assets, property used by the institution in conducting its business and liquid assets equal to 20% of total assets. A savings institution must maintain its status as a QTL on a monthly basis in at least nine out of every twelve months. The Bank met the QTL test as of December 31, 2006 and in each of the prior twelve months and, therefore, qualifies as a QTL.
Transactions with Affiliates. Generally, federal banking law requires that transactions between a savings institution or its subsidiaries and its affiliates must be on terms as favorable to the savings institution as comparable transactions with non-affiliates. In addition, certain types of these transactions are restricted to an aggregate percentage of the savings institution's capital. Collateral in specified amounts must usually be provided by affiliates in order to receive loans from the savings institution. In addition, a savings institution may not extend credit to any affiliate engaged in activities not permissible for a bank holding company or acquire the securities of any affiliate that is not a subsidiary. The OTS has the discretion to treat subsidiaries of savings institutions as affiliates on a case-by-case basis.
Community Reinvestment Act. Under the Community Reinvestment Act ("CRA"), every insured depository institution, including the Bank, has a continuing and affirmative obligation consistent
with its safe and sound operation to help meet the credit needs of its entire community, including low- and moderate-income neighborhoods. The CRA does not establish specific lending requirements or programs for financial institutions nor does it limit an institution's discretion to develop the types of products and services that it believes are best suited to its particular community. The CRA requires the OTS to assess the depository institution's record of meeting the credit needs of its community and to take such record into account in its evaluation of certain applications by such institution, such as a merger or the establishment of a branch office by the Bank. An unsatisfactory CRA examination rating may be used as the basis for the denial of an application by the OTS.
Federal Home Loan Bank ("FHLB") System. The Bank is a member of the FHLB, which is one of twelve regional FHLBs. Each FHLB serves as a reserve or central bank for its members within its assigned region. It is funded primarily from funds deposited by financial institutions and proceeds derived from the sale of consolidated obligations of the FHLB System. It makes loans to members pursuant to policies and procedures established by the board of directors of the FHLB. As a member, the Bank is required to purchase and maintain stock in the FHLB based on its borrowings.
Federal Reserve System. The Federal Reserve System requires all depository institutions to maintain non-interest-bearing reserves at specified levels against their checking accounts and non-personal certificate accounts. The balances maintained to meet the reserve requirements imposed by the Federal Reserve System may be used to satisfy the OTS liquidity requirements.
Savings institutions have authority to borrow from the Federal Reserve System "discount window," but Federal Reserve System policy generally requires savings institutions to exhaust all other sources before borrowing from the Federal Reserve System.
Item 1A.
Item 1A. Risk Factors - ---------------------
The following is a summary of the material risks to an investment in the Company's securities.
A relatively large portion of our total loan portfolio consists of consumer loans, primarily automobile loans. The credit risk related to these types of loans is considered to be greater than the risk related to residential lending.
At December 31, 2006, consumer loans amounted to $145.5 million, or 18.9% of the total loan portfolio. The vast majority of these are automobile loans. At December 31, 2006, automobile loans totaled $142.0 million. Consumer loans entail greater risks than residential mortgage loans, particularly consumer loans secured by rapidly depreciable assets, such as automobiles, or loans that are unsecured. In these cases, any repossessed collateral for a defaulted loan may not provide an adequate source of repayment of the outstanding loan balance, since there is a greater likelihood of damage, loss or depreciation of the underlying collateral. Further, consumer loan repayment is dependent on the borrower's continuing financial stability and is more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. Finally, the application of various federal laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on consumer loans in the event of a default.
We originate most of our automobile loans though a single source, and we would be unable to maintain the current volume of automobile loan originations if we were no longer able to obtain business though this source.
In late 1999, we began to originate direct automobile loans over the Internet through an independent online loan referral web site. Currently, an average of $2.7 million of new loans, or 87.6%, of our monthly automobile loan originations, are generated from this referral source. We will generally lend up to 100% of the purchase price of a new or used vehicle.
We intend to continue to increase our origination of multi-family / non-residential mortgage loans as well as commercial loans. These types of loans traditionally involve a higher degree of repayment risk than residential loans.
At December 31, 2006, our loan portfolio included $326.2 million of multi-family / non-residential mortgage loans, or 42.3% of our total loan portfolio, representing a 20.1% increase from December 31, 2005. Multi-family / non-residential mortgage loans generally are considered to entail significantly greater risk than that which is involved with residential real estate lending. The repayment of these loans typically is dependent on the successful operations and income stream of the real estate and the borrower. These risks can be significantly affected by economic conditions. In addition, multi-family / non-residential real estate lending generally requires substantially greater evaluation and oversight efforts compared to one- to four-family residential real estate lending.
At December 31, 2006, our loan portfolio included $54.9 million of commercial loans, or 7.1% of our total portfolio, representing a 121.2% increase from December 31, 2005. During 2004, we introduced the availability of both commercial lines of credit and fixed term commercial loans. Commercial business loans typically are made on the basis of the borrower's ability to make repayment from the cash flow of the borrower's business. As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself and the general economic environment. Commercial business loans, therefore, have greater credit risk than residential mortgage loans. In addition, commercial loans generally carry larger balances to single borrowers or related groups of borrowers than one- to four-family loans. In addition, commercial lending generally requires substantially greater evaluation and oversight efforts compared to residential or non-residential real estate lending.
We have a relatively high percentage of unseasoned commercial and multi-family / non-residential credits, which are considered to pose a potentially greater repayment risk than loans that have been outstanding for a longer period of time.
As a result of our strong growth during the past five years, commercial and multi-family / non-residential mortgage loans represent 7.1% and 42.3%, respectively, of our total loan portfolio as of December 31, 2006. A significant portion of these loans are new credits. Generally, loans that are relatively new, referred to as unseasoned loans, do not have sufficient repayment history to determine the likelihood of repayment in accordance with their terms. At December 31, 2006, 88.4% of these loans are considered unseasoned (i.e., outstanding for less than three years).
We intend to continue expanding our branch office network and expenses related to such expansion will negatively impact earnings in future periods.
We intend to grow our branch office network, which will expand our geographic reach. As of December 31, 2006, we operated nineteen branch offices (including our main office) in Middlesex, Monmouth and Union counties, New Jersey. The Bank has plans to open three new branches and relocate one branch office in 2007. However, there can be no assurance when, or if, these new offices will open. This growth plan will result in an increase in our fixed assets over such period. The expenses associated with opening new branch offices, in addition to the personnel and operating costs that we will have once such offices open, will significantly increase our non-interest expense in future periods and decrease earnings.
We may not continue to experience the same rate of growth that we have in the past, and we may not be able to successfully manage our current growth.
Over the past several years, we have experienced rapid and significant growth. Our total assets have increased by $555.0 million, or 128.7%, from $431.3 million at December 31, 2002 to $986.3 million at December 31, 2006. There can be no assurance that we will continue to experience such rapid
growth, or any growth, in the future. If we do experience continued growth, we can not assure you that we will be able to adequately and profitably manage such growth or that our earnings will adequately provide the necessary capital to maintain required regulatory capital levels.
Rising interest rates would likely hurt our profits and may affect our ability to pay dividends, repurchase stock or undertake other corporate transactions.
To be profitable, we must earn more in interest and fees than we pay in interest and expenses. If interest rates rise, the interest we pay on interest-bearing liabilities, such as deposits and borrowings, may increase more quickly than interest earned on interest-earning assets, such as loans and investment securities. This will reduce our net interest income and thereby reduce our net income in the short-term. In addition, rising interest rates are likely to reduce our income via a reduction in the demand for loans and the value of our investment securities and make it more difficult for our borrowers to repay their loans. As a result, this could restrict the capital resources of Synergy Bank and could require us to contribute additional capital to Synergy Bank or may prevent Synergy Bank from paying dividends to us. This could restrict our ability to pay dividends, repurchase stock or undertake other corporate transactions. Currently, a material increase in interest rates would have a material adverse effect on our income and regulatory capital.
Increases in market rates of interest are likely to adversely affect our stockholders' equity.
At December 31, 2006, Synergy Financial Group, Inc. owned $68.4 million of marketable securities that were held as available-for-sale. Generally accepted accounting principles require that these securities be carried at fair value on the consolidated balance sheet. Unrealized gains or losses on these securities, that is, the difference between the fair value and the amortized cost of these securities, is reflected in stockholders' equity, net of deferred taxes. When interest rates increase, the fair value of Synergy Financial Group, Inc.'s available-for-sale marketable securities generally decreases, which decreases stockholders' equity. As of December 31, 2006, Synergy Financial Group, Inc.'s available-for-sale securities portfolio had an unrealized loss, net of taxes, of $0.9 million. Our stockholders' equity is likely to be adversely affected by an increase in market interest rates.
A downturn in our local economy may adversely affect our earnings.
Our business of attracting deposits and making loans (other than automobile loans) is primarily conducted within our market area. A downturn in our local economy could reduce the amount of funds available for deposit and the ability of borrowers to repay their loans and could negatively impact collateral values. As a result, our earnings could be adversely affected.
We face substantial competition in our attraction of deposits, which is our primary source of funds for lending.
Many of our competitors are significantly larger institutions and have greater financial and managerial resources. Our ability to compete successfully is a significant factor affecting our profitability.
We operate in a highly regulated environment and may be adversely affected by changes in laws and regulations.
We are subject to extensive regulation, supervision and examination by the Office of Thrift Supervision and by the Federal Deposit Insurance Corporation. Such regulation and supervision govern the activities in which a bank and its holding company may engage and are intended primarily for the protection of the insurance fund and depositors. Regulatory authorities have extensive discretion in connection with their supervisory and enforcement activities, including the imposition of restrictions on the operation of a bank, the classification of assets by a bank and the adequacy of a bank's allowance for
loan losses. Any change in such regulation and oversight, whether in the form of regulatory policy, regulations, or legislation could have a material impact on Synergy Financial Group, Inc., its subsidiaries and their operations.
Item 1B.
Item 1B. Unresolved Staff Comments - ----------------------------------
None
Item 2.
Item 2. Description of Property - -------------------------------
Our main office is located at 310 North Avenue East, Cranford, New Jersey. At December 31, 2006, we had nineteen locations, including our main office. All of our branch offices are located in Middlesex, Monmouth and Union counties, New Jersey.
The following table sets forth the location of our main and branch offices, the year the office was opened, the net book value of each office and the deposits held or matured on December 31, 2006 at each office.
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- --------------------------------------- (1) Includes brokered certificates of deposit, deposit balances acquired through our automated services and Call Center. (2) Branch is located within a corporate facility of Synergy Bank's former credit union sponsor. Synergy Bank makes no rent payments for such branch. These branch locations are occupied pursuant to a written agreement that provides for two-year terms that are automatically renewed upon expiration unless written notice of termination is given by either party. (3) Lease term of fifteen years to expire in 2013. Terms provide for four five-year renewal options. (4) Lease term of ten years to expire in 2009. Terms provide for one ten-year renewal option. (5) Lease term of five years to expire in 2010. Terms provide for one five-year renewal option. (6) Synergy Bank leases space in the building to two tenants; one additional office is available for lease. (7) Lease term of twenty years to expire in 2022. Terms provide for two ten-year renewal options. (8) Branch acquired in the acquisition of First Bank of Central Jersey in January 2003. Lease term renewed in 2002 and expires in 2007. Synergy Bank subleases space in the building to one subtenant. (9) Branch acquired in the acquisition of First Bank of Central Jersey in January 2003. Lease term renewed in 2006 and expires in 2007. Synergy Bank entered into an agreement to lease an adjacent site for a term of twenty years beginning in 2005. (10) Lease term of ten years will expire in 2014. Terms provide for two ten-year renewal options. (11) Lease term of twenty years to expire in 2025. Terms provide for two ten-year renewal options.
Item 3.
Item 3. Legal Proceedings - -------------------------
The Company and its subsidiaries, from time to time, are a party to routine litigation, which arises in the normal course of business, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds security interests, claims involving the making and servicing of real property loans, and other issues incident to the business of the Bank. In the opinion of management, no material loss is expected from any of such pending claims or lawsuits.
Item 4.
Item 4. Submission of Matters to a Vote of Security Holders - -----------------------------------------------------------
None.
PART II
Item 5.
Item 5. Market for Registrant's Common Equity, Related Stockholder Matters and - -------------------------------------------------------------------------------- Issuer Purchases of Equity Securities - -------------------------------------
Upon completion of the Company's first-step minority stock offering in September 2002, the Company's common stock commenced trading on the OTC-Electronic Bulletin Board under the symbol "SYNF.OB." On January 20, 2004, the Company completed a second-step conversion and stock offering in which Synergy, MHC converted from the mutual form of organization to a full stock corporation; new shares of common stock of the Company were sold at an initial public offering price of $10.00 per share and previously outstanding shares of the Company were exchanged for new shares at an exchange ratio of 3.7231. Upon completion of that conversion and offering, the Company's common stock commenced trading on January 21, 2004 on The NASDAQ Stock Market under the symbol "SYNFD"; after twenty days the trading symbol became "SYNF."
The table below shows the reported high and low sales prices of the common stock and the cash dividends declared per share during the periods indicated. The quotations reflect inter-dealer prices, without retail mark-up, mark-down, or commission, and may not represent actual transactions..
Price Range of Common Stock Cash Dividends ------------ -------------- High Low Declared ---- --- -------- - ---- First quarter ............. $ 13.44 $ 11.35 $ 0.04 Second quarter............. 12.44 11.01 0.05 Third quarter.............. 12.50 11.70 0.05 Fourth quarter............. 13.00 11.32 0.05
- ---- First quarter ............. $ 14.53 $ 12.36 $ 0.05 Second quarter............. 15.40 13.88 0.06 Third quarter.............. 16.25 14.71 0.06 Fourth quarter............. 16.60 15.75 0.06
Any future determination as to the payment of dividends will be made at the discretion of the Board of Directors and will depend on a number of factors, including the Company's capital requirements, financial condition and results of operations, tax considerations, statutory and regulatory limitations, general economic conditions and such other factors as the Board of Directors deems relevant.
Under New Jersey law, the Company may not pay dividends if, after giving effect thereto, it would be unable to pay its debts as they become due in the usual course of its business or if its total assets would be less than its total liabilities. The Company's ability to pay dividends also depends on the receipt of dividends from Synergy Bank, which is subject to a variety of regulatory limitations on the payment of dividends.
As of February 28, 2007, there were approximately 910 holders of record of the Company's common stock.
The following table reports information regarding repurchases of the Company's common stock during the fourth quarter of 2006 and the stock repurchase plans approved by the Board of Directors.
- ---------------------- (1) On February 23, 2006, the Company announced that it intends to purchase up to five percent of its common stock outstanding (approximately 572,294 shares) in open market transactions. This repurchase program incorporates the 174,628 shares that remained available for repurchase under the Company's August 2005 repurchase program. Such purchases are to be made from time to time in the open market, based on stock availability, price and the Company's financial performance. This program has no expiration date and has 470,401 shares yet to be purchased.
Stock Performance Graph. Set forth below is a stock performance graph comparing the cumulative total shareholder return on the Common Stock with (a) the cumulative total shareholder return on stocks included in the NASDAQ U.S. Market Index and (b) the cumulative total shareholder return on stocks included in the SNL NASDAQ Thrift Index. The NASDAQ U.S. Market Index was prepared by the Center for Research in Security Prices (CRSP) at the University of Chicago, and the SNL Nasdaq Thrift Index was prepared by SNL Securities, LC, Charlottesville, Virginia. The SNL Thrift Index includes all thrift institutions traded on NASDAQ. The cumulative total return for both indices and for the Company is computed with the reinvestment of dividends that were paid during the period and assume the investment of $100 as of January 21, 2004 (the date the Company's common stock began trading on the NASDAQ Stock Market following the closing of the Company's second-step mutual-to-stock conversion on January 20, 2004). It is assumed that the investment in the Company's common stock was made at the initial public offering price of $10.00 per share.
[GRAPHIC OMITTED]
There can be no assurance that the Company's future stock performance will be the same or similar to the historical stock performance shown in the graph above. The Company neither makes nor endorses any predictions as to stock performance.
Item 6.
Item 6. Selected Financial Data - -------------------------------
The following tables set forth selected consolidated historical financial and other data relating to the Company for the years and at the dates indicated. On September 17, 2002, the Company completed a minority stock offering. Prior to completion of the minority stock offering, the Company existed but had no significant assets, liabilities or operations and all of its outstanding common stock was held by Synergy, MHC. Subsequent to December 31, 2003, the Company completed a second-step conversion from the mutual holding company structure into a full stock corporation. The MHC was dissolved in this conversion.
Selected Financial Highlights (Dollars in thousands)
Item 7.
Item 7. Management's Discussion and Analysis of Financial Condition and Results - -------------------------------------------------------------------------------- of Operations -------------
General
Management's discussion and analysis of financial condition and results of operations is intended to provide assistance in understanding the consolidated financial condition and results of operations of the Company. The information in this section should be read with the consolidated financial statements and the notes thereto included in this Form 10-K.
Our results of operations are primarily dependent on our net interest income. Net interest income is a function of the balances of loans and investments outstanding in any one period, the yields earned on those loans and investments and the interest paid on deposits and borrowed funds that were outstanding in that same period. To a lesser extent, the relative levels of our non-interest income and operating expenses also affect our results of operations. Our other income consists primarily of fees and service charges, and to a lesser extent, gains (losses) on the sale of loans and investments. The other expenses consist primarily of employee compensation and benefits, occupancy and equipment expenses, data processing costs, marketing costs, professional fees, office supplies, telephone and postage costs. Our results of operations are significantly impacted by the amount of provisions for loan losses which, in turn, are dependent upon, among other things, the size and makeup of the loan portfolio, loan quality and loan trends. Our results of operations are affected by general economic, regulatory and competitive conditions, including changes in prevailing interest rates and the policies of regulatory agencies.
Forward-Looking Statements
This document contains forward-looking statements that project our future operations, which involve risks and uncertainties. Our actual results may differ significantly from the results discussed in these forward-looking statements. Forward-looking statements, which are based on certain assumptions and describe future plans, strategies and expectations of the Company, are generally identified by the use of the words "believe," "expect," "intend," "anticipate," "estimate," "project," or similar expressions. The Company's ability to predict results or the actual effect of future plans or strategies is inherently uncertain.
The Company does not undertake and specifically disclaims any obligation to release publicly the results of any revisions which may be made to any forward-looking statements to reflect events or circumstances after the date of such statements or to reflect the occurrence of anticipated or unanticipated events.
Business Strategy
Our business strategy has been to operate as a well-capitalized, independent financial institution, dedicated to providing convenient access and quality service at competitive prices. Generally, we have sought to implement this strategy by maintaining a substantial part of our assets in loans secured by one-to-four family mortgages, home equity loans, multi-family / non-residential mortgages, commercial and consumer loans. At the same time, we have sought to expand our deposit base, particularly core deposits, and have availed ourselves of leveraged borrowings to help finance our growth.
We intend to continue to emphasize a variety of loan products consisting of one-to-four-family mortgages, home equity loans, multi-family / non-residential mortgages, commercial and consumer loans. During recent years, we have significantly increased our origination of automobile loans, multi-family / non-residential mortgage loans and commercial loans, although over the past year, a concerted effort was made to de-emphasize automobile lending and focus more on the commercial and non-residential product lines. We began to originate automobile loans through an Internet source in late 1999 and to focus efforts on multi-family / non-residential mortgage loans in 2000. In 2004, we expanded our activity to include commercial lending. As of December 31, 2006, we had total automobile loans of $142.0 million, multi-family / non-residential loans of $326.2 million and commercial loans of $54.9 million. As of December
31, 2005, automobile loans were $185.8 million, multi family / non-residential loans were $271.6 million, and commercial loans were $24.8 million.
We intend to grow our branch office network, which will expand our geographic reach, and will consider the acquisition of other financial institutions. We do not, however, have any current understandings, agreements or arrangements for the expansion of our business, other than opening new branch office locations. As of December 31, 2006, we operated nineteen branch offices (including our main office) in Middlesex, Monmouth and Union counties, New Jersey. The Bank has plans to open three new branches and relocate an existing branch office in 2007.
We will continue to evaluate our business beyond traditional retail banking. To this end, Synergy Financial Services, Inc. ("SFSI"), a subsidiary of the Company, began operations in 1998 for the purpose of providing securities brokerage, insurance and investment services and products, including mutual funds and annuities, to customers of the Bank and the general public.
Critical Accounting Policies, Judgments and Estimates
The accounting and reporting policies of the Company conform with the accounting principals generally accepted in the United States of America and general practices within the financial services industry. The preparation of the financial statements in conformity with accounting principles generally accepted in the United States of America requires management to make estimates and assumptions that affect the amounts reported in the financial statements and the accompanying notes. Actual results could differ from those estimates.
Allowance for Loan Losses. The Company recognizes that the determination of the allowance for loan losses involves a higher degree of judgment and complexity than its other significant accounting policies. The balance in the allowance for loan losses is determined based on management's review and evaluation of the loan portfolio in relation to past loss experience, the size and composition of the portfolio, current economic events and conditions and other pertinent factors, including management's assumptions as to delinquency trends, recoveries and losses. All of these factors may be susceptible to significant change. To the extent actual outcomes differ from management's estimates, additional provisions for loan losses may be required that would adversely impact earnings in future periods.
Intangible Assets. Intangible assets such as goodwill and the core deposit intangible associated with the First Bank of Central Jersey acquisition in January, 2003 are subject to annual impairment tests and, in the case of the core deposit intangible, amortization of the asset through a charge to expense. To the extent the outcome of the impairment tests differ from the carrying value, additional charges to expense could be required to reduce the carrying value to fair value, which would adversely impact earnings in future periods.
Income Taxes. Under the liability method, deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities. Deferred tax assets are subject to management's judgment based upon available evidence that future realization is more likely than not. The realization of deferred tax assets is assessed and a valuation allowance provided for that portion of the asset for which the allowance is more likely than not to be realized. If management determines that the Company may be unable to realize all or part of the net deferred tax assets in the future, a direct charge to income tax expense may be required to reduce the recorded value of the net deferred tax assets to the expected realizable amount, thereby impacting earnings.
Comparison of Financial Condition at December 31, 2006 and December 31, 2005
Assets. Total assets increased $12.4 million, or 1.3%, to $986.3 million at December 31, 2006, from $973.9 million at December 31, 2005. The increase in total assets resulted primarily from an
increase of $31.8 million, or 4.3%, in net loans receivable and $8.7 million in bank-owned life insurance, partially offset by a decline of $34.6 million, or 19.1%, in investments securities.
The change in the outstanding balance of net loans receivable and investment securities is the result of the Company's strategy to initially invest the proceeds of $69.2 million from the second-step stock offering of January 20, 2004 into investments with short term maturities, expand lending capacity and then fund the new loan growth with the proceeds from the maturing or sold investments. Additionally, the prolonged flat to inverted yield curve has limited any investment purchase opportunities within the securities portfolio.
Net loans increased 4.3%, or $31.8 million, to $765.0 million at December 31, 2006, from $733.2 million at December 31, 2005. This growth includes $37.0 million in originations, net of principal repayments, and $4.1 million in purchases, offset by the sale of $9.1 million of participation loans and the change in the allowance for loan losses. The most significant loan growth during the year ended December 31, 2006 was in the multi-family / non-residential category, which increased $54.6 million, or 20.1%.
On December 31, 2006, total loans of $771.0 million, including deferred fees and costs, were comprised of 42.3% in multi-family / non-residential mortgage loans, 18.9% in consumer loans, 16.7% in one- to four-family real estate loans, 14.2% in home equity loans, 7.1% in commercial loans and 0.8% in construction loans.
The allowance for loan losses was $6.0 million, or 0.78% of total loans, at December 31, 2006 as compared to $5.8 million, or 0.78% of total loans, at December 31, 2005. This reflects a provision for loan losses of $1.0 million for the year, partially offset by net charge-offs of $742,000. Non-performing assets to total assets was 0.04% on both December 31, 2006 and December 31, 2005.
The Company decreased its investment in Federal Home Loan Bank ("FHLB") stock by $1.3 million, or 9.7%, to $12.0 million at December 31, 2006. This was a direct result of a decreased level of borrowings from the FHLB.
Property and equipment increased $1.5 million during the year ended December 31, 2006, primarily as a result of the purchase of land for a new branch office that is scheduled to open in 2007.
The cash surrender value of bank-owned life insurance ("BOLI") increased $8.7 million in 2006 as the Company purchased $8.0 million of additional BOLI. The return on this investment is utilized to fund the cost of benefit plans. The Company's investment in BOLI totaled $21.8 million at December 31, 2006, as compared to $13.1 million at December 31, 2005.
Liabilities. Total liabilities increased $9.2 million, or 1.0%, to $887.8 million at December 31, 2006, from $878.6 million at December 31, 2005. The increase in total liabilities resulted primarily from an increase of $39.3 million, or 6.5%, in deposits, partially offset by a $30.9 million, or 11.6%, decrease in other borrowed funds. The balance of the change is primarily attributable to increases associated with escrow payments for taxes and insurance and in other liabilities.
Deposits reached $645.8 million on December 31, 2006, an increase of $39.3 million, or 6.5%, from the $606.5 million reported on December 31, 2005. Certificates of deposit increased by $48.9 million, or 13.4%, from the $366.5 million reported at year-end 2005, while core deposits, which consist of checking, savings, and money market accounts, decreased $9.6 million, or 4.0%. The increase in certificates of deposit was the result of initiatives directed toward maintaining and attracting funds despite strong competition, coupled with an increase of $19.7 million of brokered certificates of deposit during the year.
The decrease of $30.9 million, or 11.6%, in other borrowed funds was the result of both deposit growth and cash flow from investment securities outpacing loan growth during the year. Other borrowed funds, which consist of FHLB advances, declined to $235.7 million at December 31, 2006, compared to $266.6 million at December 31, 2005.
Equity. Stockholders' equity totaled $98.5 million on December 31, 2006, an increase of 3.4%, or $3.2 million, from $95.3 million on December 31, 2005. The increase was primarily attributable to net income for the period coupled with activity relating to our stock benefit plans, partially offset by the cost of the repurchase of 201,893 shares of common stock and the payment of cash dividends. On February 23, 2006, the Company announced a new program to repurchase up to an additional 5% of its outstanding common stock, or approximately 572,294 shares. As of December 31, 2006, it has completed 18% of this program, at an average price of $13.69 per share.
Comparison of Financial Condition at December 31, 2005 and December 31, 2004
Assets. Total assets increased $113.2 million, or 13.2%, to $973.9 million at December 31, 2005, from $860.7 million at December 31, 2004. The increase in total assets resulted primarily from an increase of $171.5 million, or 30.5%, in net loans receivable offset by a decline of $64.0 million, or 26.1%, in investments securities.
The change in the outstanding balance of net loans receivable and investment securities is the result of the Company's strategy to initially invest the proceeds of $69.2 million from the second-step stock offering of January 20, 2004 into investments with short term maturities, expand lending capacity and then fund the new loan growth with the proceeds from the maturing or sold investments.
Net loans increased 30.5%, or $171.5 million, to $733.2 million at December 31, 2005, from $561.7 million at December 31, 2004. This growth includes $156.2 million in originations, net of principal repayments, and $16.6 million in purchases, primarily offset by the change in the allowance for loan losses. The most significant growth during the year ended December 31, 2005 was in multi-family / non-residential mortgage loans of $117.4 million, or 76.1%.
On December 31, 2005, total loans of $738.9 million, including deferred fees and expenses, were comprised of 36.8% in multi-family / non-residential mortgage loans, 25.7% in consumer loans, 17.5% in one- to four-family real estate loans, 15.3% in home equity loans, 3.4% in commercial loans and 1.3% in construction loans.
The allowance for loan losses was $5.8 million, or 0.78% of total loans, at December 31, 2005 as compared to $4.4 million, or 0.78% of total loans, at December 31, 2004. This reflects a provision for loan losses of $1.9 million for the year, partially offset by net charge-offs of $524,000. Non-performing assets to total assets increased to 0.04% at December 31, 2005, from 0.03% at December 31, 2004.
The Company increased its investment in FHLB stock by $2.5 million, or 23.1%, to $13.3 million at December 31, 2005. This was a direct result of FHLB stock holding requirements associated with the increased level of borrowings from the institution.
Property and equipment increased $1.8 million during the year ended December 31, 2005, primarily as the result of two new branch locations in Elizabeth and Spotswood.
The cash surrender value of bank-owned life insurance increased $501,000 in 2005. The return on this investment is utilized to fund the cost of benefit plans. The Company's investment in bank-owned life insurance totaled $13.1 million at December 31, 2005, as compared to $12.6 million at December 31, 2004.
Liabilities. Total liabilities increased $122.0 million, or 16.1%, to $878.6 million at December 31, 2005, from $756.6 million at December 31, 2004. The increase in total liabilities resulted primarily
from an increase of $67.6 million, or 12.5%, in deposits and a $54.2 million, or 25.5%, increase in other borrowed funds. The balance of the change is primarily attributable to increases associated with escrow payments for taxes and insurance, as well as accrued interest payable, offset by a decrease in other liabilities.
Deposits reached $606.5 million on December 31, 2005, an increase of $67.6 million, or 12.5%, from the $538.9 million reported on December 31, 2004. Certificates of deposit increased by $113.7 million, or 45.0%, from the $252.7 million reported at year-end 2004, while core deposits, which consist of checking, savings, and money market accounts, decreased $46.1 million, or 16.1%. The increase in certificates of deposit was the result of initiatives directed toward attracting funds with extended maturities in response to the current interest rate environment, coupled with the placement of approximately $23.6 million of brokered certificates of deposit. Despite the decline in total core deposits during the twelve-month period ended December 31, 2005, checking accounts increased by $5.5 million or 9.8%.
The increase of $54.2 million, or 25.5%, in other borrowed funds was to fund the origination of loans during this period. Other borrowed funds, which consist primarily of FHLB advances, rose to $266.6 million at December 31, 2005, compared to $212.4 million at December 31, 2004.
Equity. Stockholders' equity totaled $95.3 million on December 31, 2005, a decrease of 8.4%, or $8.8 million, from $104.0 million on December 31, 2004. The decline was attributable to the repurchase of 989,451 shares of common stock in open market transactions to fund the Company's 2004 Restricted Stock Plan and its stock repurchase programs, as well as the effect of the net unrealized investment portfolio market value adjustment, offset by the net income for the period. On August 24, 2005, the Company announced a new program to repurchase up to an additional 5% of its outstanding common stock, or approximately 577,628 shares. During the fourth quarter, the Company repurchased 275,000 shares. As of December 31, 2005, it had completed in excess of 52% of that program, at an average price of $12.72 per share.
Average Balance Sheet. The following table sets forth certain information for the years ended December 31, 2006, 2005 and 2004. The average yields and costs are derived by dividing income or expense by the average balance of assets or liabilities, respectively, for the periods presented. Average balances are derived from daily average balances. The table does not include the allowance for loan losses in the average balances of loans receivable. Management does not believe that this causes any material differences in the information presented.
(1) Interest yields at December 31, 2006 are calculated using the annualized interest for the month of December divided by the average balance for the month of December. (2) Non-accruing loans have been included in loans receivable, and the effect of such inclusion was not material. (3) Includes U.S. government obligations, mortgage-backed securities and interest-bearing deposits in banks. (4) Includes FHLB stock at cost and deposits with other financial institutions. (5) Includes both interest-bearing and non-interest-bearing checking accounts and stock subscriptions received in connection with the Company's second-step mutual-to-stock conversion completed on January 20, 2004. (6) Net interest rate spread represents the difference between the average yield on interest-earning assets and the average cost of interest-bearing liabilities (including non-interest-bearing checking accounts). (7) Net interest margin represents net interest income as a percentage of average interest-earning assets.
Rate / Volume Analysis. The relationship between the volume and rates of our interest-earning assets and interest-bearing liabilities influences our net interest income. The following table reflects the sensitivity of our interest income and interest expense to changes in volume and in prevailing interest rates during the periods indicated. Each category reflects the: (1) changes in volume (changes in volume multiplied by old rate); (2) changes in rate (changes in rate multiplied by old volume); (3) changes in rate/volume (change in rate multiplied by the change in volume); and (4) net change. The net change attributable to the combined impact of volume and rate has been allocated proportionally to the absolute dollar amounts of change in each.
Comparison of Operating Results for the Years Ended December 31, 2006 and December 31, 2005
Net Income. Net income declined by $398,000, to $4.1 million, for the year ended December 31, 2006, compared to $4.5 million for the year ended December 31, 2005, an 8.9% decrease. Diluted net income per common share was $0.38 for 2006, compared to $0.40 for the same period in 2005. The decrease in net income was primarily attributable to a $1.3 million decrease in net interest income coupled with a $636,000 increase in other expenses, partially offset by a $255,000 increase in other income, an $891,000 decrease in the provision for loan losses and a $370,000 decrease in income tax expense. Results for 2006 included $505,000, or $0.05 per diluted share, in after-tax stock option expense associated with the adoption of SFAS No. 123(R), Share-Based Payment, which became effective January 1, 2006.
Net Interest Income. Net interest income for the year ended December 31, 2006 was $23.7 million, compared to $25.0 million for last year, a decrease of 5.1%. Total interest income increased by $8.5 million, to $55.3 million, while total interest expense increased by $9.8 million, to $31.5 million, for the year ended December 31, 2006 when compared to the prior year. The net interest margin for the year ended December 31, 2006 declined 32 basis points, to 2.53%, from 2.85% in the same period last year. The year-over-year compression was the result of a series of increases in short-term interest rates by the Federal Reserve Board and the prolonged, flat to inverted yield curve, increased funding costs and a slowdown in asset growth, all of which has impeded the Company's net interest income growth.
The 18.2% increase in total interest income was primarily due to a $59.7 million, or 6.8%, increase in the average balance of interest-earning assets, combined with a 57 basis point increase in the average yield earned on these assets when compared to the prior year. The increase in interest-earning
assets was a direct result of management's continued strategy of expanding the commercial and commercial real estate loan portfolios, while funding part of that growth through the cash flow generated by the investment portfolio. The increase in the average yield was primarily attributable to replacing lower yielding investment securities with higher yielding loans.
Total interest expense increased 45.0%, to $31.5 million, for the year ended December 31, 2006, compared to $21.8 million for the prior year. The increase resulted primarily from a $71.7 million, or 8.8%, increase in the average balance of interest-bearing liabilities, combined with an 89 basis point increase in the average cost of funds when compared to the prior year. The majority of the increase in the average balance of interest-bearing liabilities for 2006 was due to an $81.6 million, or 14.5%, increase in average deposits, partially offset by a $9.9 million, or 3.9%, decrease in the average balance of other borrowings, which consist of FHLB advances. The increase in the average cost of interest-bearing liabilities was primarily attributable to the rising short-term interest rate environment, as well as a shift in the mix of deposits from lower-cost core deposits to higher-cost certificates of deposit. Average certificates of deposit increased $114.3 million, or 38.8%, during 2006 when compared to the same period last year.
Provision for Loan Losses. The provision for loan losses decreased by $891,000, or 47.9%, to $1.0 million for the year ended December 31, 2006, from $1.9 million for 2005. The decrease in the provision was primarily due to lower loan production during 2006 as compared to 2005. We allocate the allowance to various categories based on our classified assets, our historical loan loss experience and our assessment of the risk characteristics of each loan category and the relative month-end balances of each category. The ratio of the allowance for loan losses to total loans was 0.78% at year-end 2006 and 2005. Total charge-offs amounted to $1,192,000 and recoveries amounted to $450,000, resulting in a net charge-off amount of $742,000 for the year ended December 31, 2006. This represents an increase in net charge-offs of $218,000 when compared to the previous year.
Other Income. Other income during the year ended December 31, 2006 totaled $3.8 million, compared to $3.6 million for the year ended December 31, 2005. This represents an increase of $255,000, or 7.1%. The increase was primarily attributable to a $151,000 increase in other income, primarily from bank-owned life insurance, and an increase of $58,000 in commission income generated by SFSI. Additionally, service charges and fees on deposit accounts increased $20,000.
Other Expenses. For the year ended December 31, 2006, other expenses totaled $20.3 million, compared to $19.7 million for the prior year, an increase of $636,000 million, or 3.2%. The increase was primarily attributable to salaries and benefits resulting from the $667,000 of pre-tax stock option compensation expense associated with the adoption of SFAS No. 123(R).
Income Tax Expense. Income tax expense decreased by $370,000, or 14.5%, during the year ended December 31, 2006 when compared to the year ended December 31, 2005, reflecting lower taxable income for the 2006 period.
Comparison of Operating Results for the Years Ended December 31, 2005 and December 31, 2004
Net Income. Net income increased by $290,000, to $4.5 million, for the year ended December 31, 2005, compared to $4.2 million for the year ended December 31, 2004, a 6.9% increase. The increase was attributable to a $1.6 million increase in net interest income and a $521,000 increase in other income, offset by a $368,000 increase in the provision for loan losses, a $1.4 million increase in other expenses and a $144,000 increase in income tax expense.
Net Interest Income. Net interest income for the year ended December 31, 2005 was $25.0 million, compared to $23.3 million in 2004, an increase of 7.1%. Total interest income increased by $10.2
million, to $46.8 million, while total interest expense increased by $8.6 million, to $21.7 million, for the year ended December 31, 2005 when compared to the prior year. This increase was attributable to management's growth strategy.
The 27.9% increase in total interest income was primarily due to a $152.2 million, or 21.0%, increase in the average balance of interest-earning assets, combined with a 29 basis point increase in the average yield earned on these assets when compared to the prior year. The increase in interest-earning assets was a direct result of management's growth strategy. The increase in the average yield was primarily attributable to replacing lower yielding investment securities with higher yielding loans.
Total interest expense increased 64.9%, to $21.7 million for year ended December 31, 2005, compared to $13.2 million for the prior year. The increase resulted primarily from a $158.2 million, or 24.1%, increase in the average balance of interest-bearing liabilities, combined with a 66 basis point increase in the average cost of funds when compared to the prior year. The majority of the increase in the average balance of interest-bearing liabilities for 2005 was comprised of a $66.3 million, or 29.0%, increase in the average balance of certificates of deposit and a $109.3 million, or 76.6%, increase in the average balance of advances from the FHLB. The increase in the average cost of interest-bearing liabilities was primarily attributable to the rising short-term interest rate environment, as well as a shift in the mix of deposits from lower-cost core deposits to higher-cost certificates of deposit.
Provision for Loan Losses. The provision for loan losses increased by $368,000, or 24.7%, to $1.9 million for the year ended December 31, 2005, from $1.5 million for 2004. We allocate the allowance to various categories based on our classified assets, our historical loan loss experience and our assessment of the risk characteristics of each loan category and the relative month-end balances of each category. The ratio of the allowance for loan losses to total loans was 0.78% at year-end 2005 and 2004. Total charge-offs amounted to $854,000 and recoveries amounted to $330,000, for a net charge-off amount of $524,000 for the year ended December 31, 2005. This represents an increase in net charge-offs of $185,000 when compared to the previous year.
Other Income. Other income during the year ended December 31, 2005 totaled $3.6 million, compared to $3.1 million for the year ended December 31, 2004. This represents an increase of $521,000, or 17.0%. The increase was primarily attributable to a $338,000 increase in commission income generated by SFSI and a $339,000 increase in the income on bank-owned life insurance, partially offset by a $77,000 decline in service charges and fees on deposit accounts and a $64,000 decline in income associated with investment security sales.
Other Expenses. For the year ended December 31, 2005, other expenses totaled $19.7 million, compared to $18.3 million for the prior year, an increase of $1.4 million, or 7.5%. The increase was primarily attributable to salaries and benefits associated with the Company's growth strategy, which includes equity-based employee compensation plans, coupled with higher operating expenses associated with a larger branch network.
Income Tax Expense. Income tax expense increased by $144,000, or 6.0%, during the year ended December 31, 2005 when compared to the year ended December 31, 2004, reflecting higher taxable income for the 2005 period.
Liquidity and Capital Resources
We maintain liquid assets at levels we consider adequate to meet liquidity needs. The liquidity of a savings institution reflects its ability to provide funds to meet loan requests, accommodate possible outflows in deposits, fund current and planned expenditures and take advantage of market opportunities in
connection with asset and liability management objectives. Funding of loan requests, providing for liability outflows, and management of interest rate fluctuations require continuous analysis in order to match the maturities of earning assets with specific types of deposits and borrowings. Savings institution liquidity is normally considered in terms of the nature and mix of the savings institution's sources and uses of funds
Our primary sources of liquidity are deposits, scheduled amortization and prepayment of loans and mortgage-backed securities. In addition, we invest excess funds in overnight federal funds investments, which provide liquidity. Our cash and cash equivalents, defined as cash and deposits in other financial institutions with original maturities of three months or less, totaled $10.1 million at December 31, 2006. To a lesser extent, the earnings and funds provided from our operating activities are a source of liquidity, as well.
Liquidity management is both a daily and long-term function of business management. While scheduled principal repayments on loans and mortgage-backed securities are a relatively predictable source of funds, deposit flows and loan prepayments are greatly influenced by general interest rates, economic conditions and competition. If we require funds beyond our ability to generate them internally, we have the ability to obtain advances from the FHLB, which provides an additional source of funds. At December 31, 2006, our borrowing limit with the FHLB was $290.5 million, subject to collateral requirements. At December 31, 2006, we had $235.7 million of FHLB borrowings outstanding, including $108.5 million in repurchase agreement advances.
We are not aware of any trends, events or uncertainties that will have, or are reasonably likely to have, a material effect on our liquidity, capital or operations, nor are we aware of any current recommendation by regulatory authorities, which, if implemented, would have a material effect on liquidity, capital or operations. The total amount of our commitments to extend credit for mortgage and consumer loans as of December 31, 2006 was $33.7 million, excluding commitments on unused lines of credit, which totaled $28.8 million.
We intend to grow the Bank's branch network either through opening or acquiring branch offices. Three new branch offices and the relocation of one branch are planned for 2007. We also intend to actively consider the acquisition of local financial institutions as a means to expand our banking operations. We do not, however, have any current understandings, agreements or arrangements for the expansion of our business other than opening new branch office locations.
The following table discloses our contractual obligations as of December 31, 2006.
- ---------------------- (1) At December 31, 2006, other borrowed funds consisted of FHLB advances. Our borrowing limit with FHLB was $290.5 million, subject to collateral requirements.
The following table discloses our commitments as of December 31, 2006.
- ---------------------- (1) Represents amounts committed to customers.
For additional information about cash flows from operating, financing and investing activities, see the Consolidated Statements of Cash Flows.
Impact of Inflation and Changes Prices
The consolidated financial statements of the Company and notes thereto, presented elsewhere herein, have been prepared in accordance with accounting principles generally accepted in the United States of America, which require the measurement of financial position and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time and due to inflation. The impact of inflation is reflected in the increased cost of the Company's operations, primarily those at the Bank. Unlike most industrial companies, nearly all of the assets and liabilities of the Bank are financial. As a result, interest rates have a greater impact on the Bank's performance than do the effects of general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
Item 7A.
Item 7A. Quantitative and Qualitative Disclosures About Market Risk - -------------------------------------------------------------------
Management of Interest Rate Risk and Market Risk
Qualitative Analysis. Because the majority of our interest-earning assets and interest-bearing liabilities are sensitive to changes in interest rates, a significant form of market risk for the Bank is interest rate risk, or changes in interest rates. We are vulnerable to an increase in interest rates to the extent that interest-bearing liabilities mature or re-price more rapidly than interest-earning assets. Our assets include long-term, fixed-rate loans and investments, while our primary sources of funds are deposits and borrowings with substantially shorter maturities. Although having interest-bearing liabilities that re-price more frequently than interest-earning assets is generally beneficial to net interest income during a period of declining interest rates, this type of asset/liability mismatch is generally detrimental during periods of rising interest rates.
The Board of Directors has established a Budget and Asset/Liability Management Committee. The committee meets quarterly with management to review current investments: average lives, durations and re-pricing frequencies of loans and securities; loan and deposit pricing and production volumes and alternative funding sources; interest rate risk analysis; liquidity and borrowing needs; and, a variety of other assets and liability management topics. The management session of the committee is held monthly with President Fiore presiding and senior management in attendance. The results of the quarterly and monthly meetings of the committee are reported to the full Board at its regular meetings. In addition, the committee generally meets during the fourth quarter each year, with the goal of developing an annual business and operating plan for presentation to the full Board.
To reduce the effect of interest rate changes on net interest income, the Bank has adopted various strategies to enable it to improve the matching of interest-earning asset maturities to interest-bearing liability maturities. The main elements of these strategies include seeking to:
o expand commercial and industrial loans, which predominantly have variable rates of interest; o increase production in higher yielding commercial real estate loans; o lengthen the maturities of time deposits and borrowings when it would be cost effective through the aggressive pricing and promotion of certificates of deposits and utilization of FHLB advances; o increase core deposits (i.e., checking, savings and money market accounts), which tend to be less interest rate sensitive; and o purchase intermediate and adjustable-rate investment securities that provide a stable cash flow, thereby providing investable funds in varying interest rate cycles.
Quantitative Analysis. Management actively monitors its interest rate risk exposure. The Bank's objective is to maintain a consistent level of profitability within acceptable risk tolerances across a broad range of potential interest rate environments. The Bank uses the OTS Net Portfolio Value (NPV) Model to monitor its exposure to interest rate risk, which calculates changes in net portfolio value. Reports generated from assumptions provided and modified by management are reviewed by the Asset/Liability Management Committee and reported to the Board of Directors quarterly. The Interest Rate Sensitivity of Net Portfolio Value Report shows the degree to which balance sheet line items and the net portfolio value are potentially affected by a 100 to 300 basis point (1/100th of a percentage point) upward and downward shift (shock) in the Treasury yield curve.
The following table presents the Bank's interest rate risk exposure as measured by the OTS NPV Model as of December 31, 2006. The net portfolio value is calculated by the OTS, based on information provided by the Bank. At December 31, 2006, the Bank was in compliance with the interest rate risk limits established by the Board of Directors, as set forth below:
- ---------------------- The +300 and -300 basis points scenarios are not shown due to the prevailing interest rate environment.
Future interest rates, or their effect on NPV or net interest income, are not predictable. Computations of prospective effects of hypothetical interest rate changes are based on numerous assumptions, including relative levels of market interest rates, prepayments and deposit run-offs, and should not be relied on as indicative of actual results. Certain shortcomings are inherent in this type of computation. Although certain assets and liabilities may have similar maturities or periods of re-pricing, they may react at different times and in different degrees to changes in market interest rates. The interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while rates on other types of assets and liabilities may lag behind changes in market interest rates. Certain assets, such as adjustable-rate mortgages, generally have features that restrict changes in interest rates on a short-term basis and over the life of the asset. In the event of a change in interest rates, prepayments and
early withdrawals could deviate significantly from those assumed in making calculations set forth above. Additionally, an increased credit risk may result as the ability of many borrowers to service their debts may decrease in the event of an interest rate increase.
Item 8.
Item 8. Financial Statements and Supplementary Data - ---------------------------------------------------
Report on Management's Assessment of Internal Control over Financial Reporting.
The Company is responsible for the preparation, integrity and fair presentation of the consolidated financial statements included in this annual report. The consolidated financial statements and notes included in this annual report have been prepared in conformity with United States generally accepted accounting principles and necessarily include some amounts that are based on management's best estimates and judgments.
We, as management of the Company, are responsible for establishing and maintaining effective internal control over financial reporting that is designed to produce reliable financial statements in conformity with United States generally accepted accounting principles. Any system of internal control, no matter how well designed, has inherent limitations, including the possibility that a control can be circumvented or overridden and misstatements due to error or fraud may occur and not be detected. Also, because of changes in conditions, internal control effectiveness may vary over time. Accordingly, even an effective system of internal control will provide only reasonable assurance with respect to financial statement preparation.
[GRAPHIC Management assessed the Company's system of internal control over financial reporting as of December 31, 2006, in relation to criteria for effective internal control over financial reporting as described in "Internal Control - Integrated Framework," issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management concludes that, as of December 31, 2006, the Company's system of internal control over financial reporting is effective and meets the criteria of the "Internal Control - Integrated Framework." Crowe Chizek and Company LLC, independent registered public accounting firm, has issued their report on management's assessment of the Company's internal control over financial reporting.
John S. Fiore A. Richard Abrahamian - ----------------------------- ---------------------------------- President and Senior Vice President and Chief Executive Officer Chief Financial Officer
March 6, 2007 March 6, 2007
Report of Independent Registered Public Accounting Firm
Board of Directors and Shareholders of Synergy Financial Group, Inc.
We have audited management's assessment, included in the accompanying Report on Management's Assessment of Internal Control over Financial Reporting, that Synergy Financial Group, Inc. maintained effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Synergy Financial Group, Inc.'s management is responsible for maintaining effective internal control over financial reporting and for its assessment of the effectiveness of internal control over financial reporting. Our responsibility is to express an opinion on management's assessment and an opinion on the effectiveness of the Company's internal control over financial reporting based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether effective internal control over financial reporting was maintained in all material respects. Our audit included obtaining an understanding of internal control over financial reporting, evaluating management's assessment, testing and evaluating the design and operating effectiveness of internal control, and performing such other procedures as we considered necessary in the circumstances. We believe that our audit provides a reasonable basis for our opinions.
A company's 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 generally accepted accounting principles. A company's internal control over financial reporting includes those policies and procedures that (1) pertain to the maintenance of records that, in reasonable detail, accurately and fairly reflect the transactions and dispositions of the assets of the company; (2) provide reasonable assurance that transactions are recorded as necessary to permit preparation of financial statements in accordance with generally accepted accounting principles, and that receipts and expenditures of the company are being made only in accordance with authorizations of management and directors of the company; and (3) provide reasonable assurance regarding prevention or timely detection of unauthorized acquisition, use, or disposition of the company's assets that could have a material effect on the financial statements.
Because of its inherent limitations, internal control over financial reporting may not prevent or detect misstatements. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
In our opinion, management's assessment that Synergy Financial Group, Inc. maintained effective internal control over financial reporting as of December 31, 2006, is fairly stated, in all material respects, based on criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Also in our opinion, Synergy Financial Group, Inc. maintained, in all material respects, effective internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the consolidated balance sheets of Synergy Financial Group, Inc. and subsidiaries as of December 31, 2006 and the related consolidated statements of income, changes in stockholders' equity, and cash flows for the year then ended and our report dated March 6, 2007 expressed an unqualified opinion on those financial statements.
/s/Crowe Chizek and Company LLC
Crowe Chizek and Company LLC
Livingston, New Jersey March 6, 2007
Report of Independent Registered Public Accounting Firm - -------------------------------------------------------
Board of Directors and Shareholders of Synergy Financial Group, Inc.
We have audited the accompanying consolidated balance sheet of Synergy Financial Group, Inc. and subsidiaries as of December 31, 2006 and the related consolidated statements of income, changes in stockholders' equity and cash flows for the year then ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides 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 Synergy Financial Group, Inc. and subsidiaries as of December 31, 2006 and the results of their operations and their cash flows for the year then ended in conformity with accounting principles generally accepted in the United States of America.
As described in Note A to the financial statements, the Company adopted Statement of Financial Accounting Standards No. 123(R), Share-Based Payment and SEC Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements When Quantifying Misstatements in the Current Year Financial Statements.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Synergy Financial Group, Inc.'s internal control over financial reporting as of December 31, 2006, based on criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated March 6, 2007 expressed an unqualified opinion on management's assessment of the effectiveness of internal control over financial reporting and an unqualified opinion on the effectiveness of internal control over financial reporting.
/s/Crowe Chizek and Company LLC
Crowe Chizek and Company LLC
Livingston, New Jersey March 6, 2007
Report of Independent Registered Public Accounting Firm - -------------------------------------------------------
Board of Directors and Shareholders of Synergy Financial Group, Inc.
We have audited the accompanying consolidated balance sheet of Synergy Financial Group, Inc. and subsidiaries as of December 31, 2005, and the related consolidated statements of income, changes in stockholders' equity and cash flows for each of the two years in the period ended December 31, 2005. These financial statements are the responsibility of the Company's management. 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 audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Synergy Financial Group, Inc. and subsidiaries as of December 31, 2005, and the results of their operations and their cash flows for each of the two years in the period ended December 31, 2005 in conformity with accounting principles generally accepted in the United States of America.
We also have audited, in accordance with the standards of the Public Company Accounting Oversight Board (United States), the effectiveness of Synergy Financial Group, Inc.'s internal control over financial reporting as of December 31, 2005, based on criteria established in Internal Control--Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO) and our report dated February 22, 2006 (not presented herein) expressed an unqualified opinion on management's assessment of the effectiveness of internal control over financial reporting and an unqualified opinion on the effectiveness of internal control over financial reporting.
/s/Grant Thornton LLP
Philadelphia, Pennsylvania February 22, 2006
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Consolidated Balance Sheets (In thousands, except share data)
The accompanying notes are an integral part of these statements.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Consolidated Statements of Income (In thousands, except per share data)
The accompanying notes are an integral part of these statements.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Consolidated Statement of Changes in Stockholders' Equity (In thousands, except share amounts)
The accompanying notes are an integral part of this statement.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES Consolidated Statements of Cash Flows (In thousands)
The accompanying notes are an integral part of these statements.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
NOTE A - SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES - ---------------------------------------------------
As part of a reorganization completed in 2001 and described more fully in Note B, Synergy Financial Group, Inc. (the "Company") was formed as a federally-chartered corporation and parent of Synergy Bank (the "Bank"), formerly known as Synergy Federal Savings Bank. On August 27, 2003, the Company was reorganized as a New Jersey corporation and upon completion of its January 20, 2004 second-step stock conversion became a full stock corporation. The Company is the parent of Synergy Financial Services, Inc. and the Bank, which has a wholly-owned subsidiary known as Synergy Capital Investments, Inc.
The Bank has nineteen office locations, including its main office, and provides a range of financial services to individual and business customers through its branch network located in Middlesex, Monmouth and Union counties in New Jersey. Although the Bank offers numerous services, its lending activity has concentrated on residential, home equity, multi-family / non-residential, automobile, commercial real estate-secured and commercial loans.
The Bank competes with other banking and financial institutions in its primary market communities. Commercial banks, savings banks, savings and loan associations, credit unions and money market funds actively compete for savings and time deposits and loans. Such institutions, as well as consumer financial and insurance companies, may be considered competitors of the Bank with respect to one or more of the services it renders.
The Bank is subject to regulations by certain federal agencies and, accordingly, it is periodically examined by those regulatory authorities. As a consequence of the regulation of banking activities, the Bank's business is particularly susceptible to being affected by future federal legislation and regulations.
Basis of Financial Statement Presentation The accounting policies followed by the Company conform to accounting principles generally accepted in the United States of America and to predominant practice within the banking industry.
The consolidated financial statements include the accounts of the Company and its wholly-owned subsidiaries, the Bank and its subsidiary Synergy Capital Investments, Inc. and Synergy Financial Services, Inc. All significant inter-company accounts and transactions have been eliminated in consolidation. Certain amounts previously reported have been reclassified to conform to the current year's presentation.
In preparing the financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, the disclosure of contingent assets and liabilities at the date of the balance sheets, and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates.
The principal estimates that are susceptible to significant change in the near term relate to the allowance for loan losses. The evaluation of the adequacy of the allowance for loan losses includes an analysis of the individual loans and overall risk characteristics and size of the different loan portfolios, and takes into consideration current economic and market conditions, the capability of specific borrowers to pay specific loan obligations, as well as current loan collateral values. However, actual losses on specific loans, which also are encompassed in the analysis, may vary from estimated losses.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
Cash and Cash Equivalents - ------------------------- The Company considers all cash on hand and in banks, and highly liquid investment securities debt instruments with original maturities of three months or less, to be cash equivalents. Net cash flows are reported for customer loan and deposit transactions.
Investment Securities - --------------------- At the time of purchase, investments are classified into one of two categories: held-to-maturity or available-for-sale.
Investment securities are classified as held-to-maturity when the Bank has the ability and intent to hold those securities to maturity. These investment securities are carried at cost, adjusted for amortization of premium and accretion of discount over the term of the security using the interest method.
Investment securities which are held for indefinite periods of time, which management intends to use as part of its asset/liability strategy, or which may be sold in response to changes in interest rates, changes in prepayment risk, increases in capital requirements, or other similar factors are classified as available-for-sale and are carried at fair value. Net unrealized gains and losses for such securities, net of tax, are required to be recognized as a separate component of stockholders' equity and excluded from determination of net income. Gains or losses on disposition are based on the net proceeds and cost of the securities sold, adjusted for amortization of premiums and accretion of discounts, using the specific identification method.
In determining if and when a market value below amortized cost is other-than-temporary for its investment securities, the Company considers the duration and severity of the unrealized loss, the financial condition and near term prospects of the issuers, and the Company's intent and ability to hold investments to allow for a recovery in market value in a reasonable period of time. When such a decline in value is deemed to be other-than-temporary, the Company recognizes an impairment loss in the current period operating results to the extent of the decline.
Mortgage Loans Held-For-Sale - ---------------------------- Mortgages held for sale are carried at the lower of aggregate cost or market value with market determined on the basis of open commitments for committed loans. For uncommitted loans, market is determined on the basis of current delivery prices in the secondary mortgage market. Any resulting unrealized losses are included in other income.
The Bank accounts for its transfers and servicing of financial assets in accordance with SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities. SFAS No. 140 revises the standards for accounting for the securitizations and other transfers of financial assets and collateral. Transfers of financial assets for which the Bank has surrendered control of the financial assets are accounted for as sales to the extent that consideration other than beneficial interests in the transferred assets is received in exchange. Retained interests in a sale or securitization of financial assets are measured at the date of transfer by allocating the previous carrying amount between the assets transferred and based on their relative estimated fair values. The fair values of retained servicing rights and any other retained interests are determined based on the present value of expected future cash flows associated with those interests and by reference to market prices for similar assets. There were no transfers of financial assets to related or affiliated parties in 2006, 2005 and 2004. At December 31, 2006, 2005 and 2004, the Bank's servicing loan portfolio approximated $13.9 million, $5.8 million and $6.2 million, respectively. As of December 31, 2006, 2005 and 2004, the Bank has not recorded mortgage serving assets due to the immateriality of amount that would have been capitalized based upon the limited amount of assets serviced by the Bank.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
Loans and Allowance for Loan Losses - ----------------------------------- Loans that management has the intent and ability to hold until maturity or foreseeable future or payoff are stated at the amount of unpaid principal, reduced by unearned income and an allowance for loan losses. Interest on loans is calculated based upon the principal amount outstanding. The Company defers and amortizes certain origination and commitment fees, and certain direct loan origination costs over the contractual life of the related loans. This results in an adjustment of the related loan's yield. Generally, loans are placed on a non-accrual status when they are more than ninety days delinquent. Additionally, accrual of interest is stopped on a loan when management believes, after considering economic and business conditions and collection efforts, that collection of interest is doubtful as a result of the borrower's financial condition.
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management and is based upon management's periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower's ability to repay, estimated value of any underlying collateral and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
The Bank accounts for its impaired loans in accordance with SFAS No. 114, Accounting by Creditors for Impairment of a Loan, as amended by SFAS No. 118, Accounting by Creditors for Impairment of a Loan - Income Recognition and Disclosures. Accordingly, a non-residential real estate loan is considered impaired when, based on current information and events, it is probable that the Company will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls generally are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reason for the delay, the borrower's prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan by loan basis for commercial and construction loans by either the present value of expected future cash flows discounted at the loan's effective interest rate, the loan's obtainable market price, or the fair value of the collateral if the loan is collateral dependent.
Large groups of smaller balance homogenous loans (residential mortgages and consumer installment loans) are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer and residential loans for impairment disclosures. We evaluate these credits based on the pool approach and apply an allowance for loan losses based on the historical loss experience for the pool. Loss experience, which is usually determined by reviewing the historical loss (charge-off) rate for each pool over a designated time period, is adjusted for changes in trends and conditions.
Concentration Risk - ------------------ The lending activities are concentrated in loans primarily secured by real estate located within the State of New Jersey. In addition, a moderate concentration of loans and deposits continue to be associated
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
with employees of the Bank's former credit union sponsor organization, a pharmaceutical research and manufacturing company.
Premises and Equipment - ---------------------- Buildings, equipment and leasehold improvements are stated at cost less accumulated depreciation and amortization computed by the straight-line method over the estimated useful lives of the assets.
Goodwill and Intangible Assets - ------------------------------ The Company accounts for goodwill and intangible assets acquired in a business combination in accordance with SFAS No. 142, Goodwill and Other Intangible Assets. Under SFAS No. 142 goodwill is not amortized; instead, the carrying value of goodwill is evaluated for impairment on an annual basis. Identifiable intangible assets are amortized over their useful lives and reviewed for impairment.
The Bank has recorded two types of intangible assets associated with the purchase of First Bank of Central Jersey ("FBCJ") on January 10, 2003 - a core deposit intangible of approximately $627,000 and goodwill of approximately $302,000.
The core deposit intangible is being amortized over approximately 8 years. Amortization expense for the year ended December 31, 2006 was approximately $111,000. The estimated annual amortization expense for the next four years (2007 through 2010) is $111,000.
The carrying amount of goodwill as of December 31, 2006 was approximately $225,000. During 2006, an adjustment of $77,000 was made to reduce goodwill in order to properly account for the deferred taxes associated with the loans and securities purchased in the FBCJ acquisition as well as the deferred taxes related to the core deposit intangible. This adjustment had no impact on the consolidated statements of income, as the offset merely adjusted the deferred tax accounts, which are classified in other assets. The Company did not identify any impairment on its outstanding goodwill and its identifiable intangible assets during its most recent testing for the year ended December 31, 2006.
Income Taxes - ------------ The Company accounts for income taxes under the liability method. Deferred tax assets and liabilities are determined based on the difference between the financial statement and tax basis of assets and liabilities as measured by the enacted tax rates that will be in effect when these differences reverse. Deferred tax expense is the result of changes in deferred tax assets and liabilities. The principal types of differences between assets and liabilities for financial statement and tax return purposes are allowance for loan losses, deferred loan fees, deferred compensation, investment securities available for sale and the change in the value of bank-owned life insurance.
Other Real Estate Owned - ----------------------- Other real estate owned is recorded at the lower of cost or estimated fair market value less costs of disposal. When property is acquired, the excess, if any, of the loan balance over fair market value is charged to the allowance for possible loan losses. Periodically thereafter, the asset is reviewed for subsequent declines in the estimated fair market value. Subsequent declines, if any, and holding costs, as well as gains and losses on a subsequent sale, are included in the consolidated statements of income.
Earnings Per Share - ------------------ Basic earnings per share is computed by dividing income available to common stockholders by the weighted average number of common shares outstanding for the period. Diluted earnings per share reflects the potential dilution that could occur if securities or other contracts to issue common stock (such
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
as stock options) were exercised or resulted in the issuance of common stock. These potentially dilutive shares would then be included in the weighted number of shares outstanding for the period using the treasury stock method. Shares issued and shares reacquired during any period are weighted for the portion of the period that they were outstanding.
In computing both basic and diluted earnings per share, the weighted average number of common shares outstanding include Employee Stock Ownership Plan ("ESOP") shares previously allocated to participants and shares committed to be released for the allocation to participants and Restricted Stock Plan ("RSP") shares which have vested or have been allocated to participants. ESOP and RSP shares that have been purchased but not committed to be released have not been considered in computing basic and diluted earnings per share.
The following is a reconciliation of the numerators and denominators of the basic and diluted earnings per share computation for the years ended December 31, 2006, 2005 and 2004 (in thousands, except per share data):
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
There were 3,447 shares considered to be anti-dilutive for the year ended December 31, 2006 and no shares considered to be anti-dilutive for the year ended December 31, 2005.
Stock-Based Compensation - ------------------------ Effective January 1, 2006, the Company adopted SFAS 123(R), Share-Based Payment, using the modified prospective transition method. Under the accounting requirements of SFAS 123(R), the Company must now recognize compensation expense related to stock options outstanding based upon the fair value of such awards at the date of grant over the period that such awards are earned. For the year ended December 31, 2006, adopting this standard resulted in a reduction in income before income taxes of $667,000, a reduction in net income of $505,000 and a decrease in both basic and diluted earnings per share of $0.05.
Prior to 2006, the Company's stock option plans were accounted for in accordance with the provisions of Accounting Principles Board Opinion (APB) No. 25, Accounting for Stock Issued to Employees and released interpretations. Accordingly, no compensation expense was recognized for the stock option plans.
Had an expense for the Company's stock option plans been determined based on the fair value at the grant date for the Company's stock options consistent with the method outlined in SFAS No. 123, Accounting for Stock-Based Compensation, the Company's net income and earnings per share for all expenses related to stock options and stock granted in our restricted stock plans would have been reduced to the pro forma amounts that follow (in thousands, except per share data):
For the year ended December 31, -------------------- 2005 2004 ---- ---- Net income, as reported.......................... $4,493 $4,203 Add expense recognized for the Restricted Stock Plan, net of related tax effect......... 439 305 Less total Stock Option and Restricted Stock Plan expense, determined under the fair value method, net of related tax effect............. (835) (699) ----- ----- Net income, pro forma....................... $4,097 $3,809 ===== =====
Basic earnings per share: As reported................................... $0.41 $0.38 Pro forma..................................... $0.38 $0.35 Diluted earnings per share: As reported................................... $0.40 $0.37 Pro forma..................................... $0.36 $0.34
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
The Company has established an ESOP covering eligible employees with one year of service, as defined by the ESOP. The Company accounts for the ESOP in accordance with the American Institute of Certified Public Accountants' Statement of Position ("SOP") No. 93-6, Employers' Accounting for Employee Stock Ownership Plans. SOP No. 93-6 addresses the accounting for shares of stock issued to employees by an ESOP. SOP No. 93-6 requires that the employer record compensation expense in the amount equal to the fair value of shares committed to be released from the ESOP to employees.
Compensation expense for the ESOP is recorded at an amount equal to the shares allocated by the ESOP multiplied by the average fair market value of the shares during the year. The Company recognizes compensation expense ratably over the year for the ESOP shares to be allocated based upon the Company's current estimate of the number of shares expected to be allocated by the ESOP during each calendar year. The difference between the average fair market value and the cost of the shares allocated by the ESOP is recorded as an adjustment to additional paid-in-capital.
Segment Reporting - ----------------- SFAS No. 131, Disclosures about Segments of an Enterprise and Related Information, establishes standards for the way business enterprises report information about operating segments in annual financial statements. The Company has one operating segment and, accordingly, has one reportable segment, "Community Banking." All of the Company's activities are interrelated, and each activity is dependent and assessed based on how each of the activities of the Company supports the others. For example, commercial lending is dependent upon the ability of the Company to fund itself with retail deposits and other borrowings and to manage interest rate and credit risk. This situation is also similar for consumer, residential and multi-family / non-residential mortgage lending. Accordingly, all significant operating decisions are based upon analysis of the Company as one operating segment.
Advertising Costs - ----------------- It is the Company's policy to expense advertising costs in the period in which they are incurred.
Comprehensive Income - -------------------- Accounting principles generally require that recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities, such as unrealized gains and losses on available-for-sale securities, are reported as a separate component of the equity section of the balance sheet, such items, along with net income, are components of comprehensive income.
The components of other comprehensive income and related tax effects are as follows (in thousands):
For the year ended December 31, 2006 ------------------------------------ Before Tax Net of tax (expense) tax amount benefit amount ------ ------- ------ Unrealized gains (losses) on investment securities Unrealized holding gains (losses) arising during period. $ 693 $(245) $ 448 Less reclassification adjustment for gains (losses) realized in net income......... - - - ------- ---- ------- Other comprehensive income gain (loss), net....... $ 693 $(245) $ 448 ======= ===== =======
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
RECENT ACCOUNTING PRONOUNCEMENTS - --------------------------------
In February 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No. 155, Accounting for Certain Hybrid Instruments: an amendment of FASB Statements No. 133 and 140. SFAS No. 155 allows financial instruments that have embedded derivatives to be accounted for as a whole (eliminating the need to bifurcate the derivative from its host) if the holder elects to account for the whole instrument on a fair value basis. This Statement is effective for all financial instruments acquired or issued after the beginning of an entity's first fiscal year that begins after September 15, 2006. The Company does not expect the adoption of this Statement to have a material effect on the Company's results of operations or financial condition.
In March 2006, the FASB issued SFAS No. 156, Accounting for Servicing of Financial Assets. This Statement amends SFAS No. 140, Accounting for Transfers and Servicing of Financial Assets and Extinguishments of Liabilities, and requires that all separately recognized servicing assets and servicing liabilities be initially measured at fair value, if practicable, and permits the entities to elect either fair value measurement with changes in fair value reflected in earnings or the amortization and impairment requirements of SFAS No. 140 for subsequent measurement. The subsequent measurement of separately recognized servicing assets and servicing liabilities at fair value eliminates the necessity for entities that manage the risks inherent in servicing assets and servicing liabilities with derivatives to qualify for hedge accounting treatment and eliminates the characterization of declines in fair value as impairments or direct write-downs. This Statement is effective as of the beginning of an entity's first fiscal year that begins after September 15, 2006. The Company does not expect the adoption of this Statement to have a material impact on its financial results.
In June 2006, the FASB issued FASB Interpretation No. ("FIN") 48, Accounting for Uncertainty in Income Taxes - an interpretation of FASB Statement No. 109, to clarify certain aspects of accounting for uncertain tax positions, including issues related to the recognition and measurement of those tax positions taken or expected to be taken in a tax return. FIN 48 also provides guidance on de-recognition, classification, interest and penalties, accounting in interim periods, disclosure and transition. This interpretation is effective for fiscal years beginning after December 15, 2006. The Company does not expect the adoption of this interpretation to have a material impact on the Company's results of operations and financial condition.
In September 2006, the FASB Emerging Issues Task Force ("EITF") finalized Issue No. 06-4, Accounting for Deferred Compensation and Postretirement Benefit Aspects of Endorsement Split-Dollar Life Insurance Arrangements. This issue requires that a liability be recorded during the service period when a split-dollar life insurance agreement continues after participants' employment or retirement. The required accrued liability will be based on either the post-employment benefit cost for the continuing life
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
insurance or based on the future death benefit depending on the contractual terms of the underlying agreement. This issue is effective for fiscal years beginning after December 15, 2007. The Company has not completed its evaluation of the impact of adoption of EITF 06-4.
In September 2006, the FASB EITF finalized Issue No. 06-5, Accounting for Purchases of Life Insurance - Determining the Amount That Could Be Realized in Accordance with FASB Technical Bulletin No. 85-4 (Accounting for Purchases of Life Insurance). This issue requires that a policyholder consider contractual terms of a life insurance policy in determining the amount that could be realized under the insurance contract. It also requires that if the contract provides for a greater surrender value if all individual policies in a group are surrendered at the same time, that the surrender value be determined based on the assumption that policies will be surrendered on an individual basis. Lastly, the issue discusses whether the cash surrender value should be discounted when the policyholder is contractually limited in its ability to surrender a policy. This issue is effective for fiscal years beginning after December 15, 2006. The Company does not believe the adoption of this issue will have a material impact on its financial statements.
In September 2006, the FASB issued SFAS No. 157, Fair Value Measurements. The Statement defines fair value, establishes a framework for measuring fair value in generally accepted accounting principles ("GAAP"), and expands disclosures about fair value measurements. This Statement is effective for financial statements issued for fiscal years beginning after November 15, 2007, and interim periods within those fiscal years. The adoption of this Statement is not expected to have a material effect on the Company's results of operations or financial condition.
In September 2006, the SEC released Staff Accounting Bulletin No. 108, Considering the Effects of Prior Year Misstatements when Quantifying Misstatements in Current Year Financial Statements ("SAB 108"). SAB 108 permits the Company to adjust for the cumulative effect of immaterial errors relating to prior years in the carrying amount of assets and liabilities as of the beginning of the current fiscal year, with an offsetting adjustment to the opening balance of retained earnings in the year of adoption. SAB 108 also requires the adjustment of any prior quarterly financial statements within the fiscal year of adoption for the effects of such errors on the quarters when the information is next presented. Such adjustments do not require previously filed reports with the SEC to be amended. Effective December 31, 2006, the Company adopted this accounting bulletin, which was effective for years ending after November 15, 2006. In accordance with SAB 108, the Company has adjusted its opening retained earnings for 2006 and its financial results for the three quarters of 2006 to reflect an over accrual of income tax expense during years prior to 2006. The Company considers this adjustment to be immaterial to prior periods. The impact of this adjustment is summarized below (in thousands):
Cumulative effect on stockholders' equity as of January 1, 2006..... $ 216 Cumulative effect on retained earnings as of January 1, 2006........ $ 216 Cumulative effect on other assets as of January 1, 2006............. $ 216
The impact of this adjustment on 2006 quarterly financial statements is the same as shown above.
NOTE B - MHC REORGANIZATION AND STOCK OFFERING - ----------------------------------------------
Synergy, MHC (the "MHC") was a federally-chartered corporation organized in 2001 for the purpose of acquiring all of the capital stock of the former Synergy Financial Group, Inc. (the "Mid-tier Holding Company") upon completion of the Bank's reorganization from a mutual savings bank into a mutual holding company structure.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
The overall reorganization was a change in legal organization and form, not a change in enterprise. Specifically, SFAS No. 141, Business Combinations, excludes from the definition of business combination any transfer by an enterprise of its net assets to a newly-formed corporate entity chartered by the existing enterprise and a transfer of net assets and an exchange of shares between enterprises under common control. Accordingly, absent classification as a business combination as defined under SFAS No. 141, the basis of the MHC's assets and liabilities subsequent to the reorganization remained unchanged from the Bank's pre-existing historical basis.
In 2002, the Mid-tier Holding Company offered for sale 43.5% of the shares of its common stock in an offering fully subscribed for by eligible depositors of the Bank. The remaining 56.5% of the Mid-tier Holding Company's shares of common stock were issued to the MHC. The offering was completed on September 17, 2002. Prior to that date, the Mid-tier Holding Company had not engaged in any significant business. Completion of the offering resulted in the issuance of 3,344,252 shares of common stock, 1,889,502 shares (56.5%) of which were issued to the MHC and 1,454,750 shares (43.5%) of which were sold to eligible depositors of the Bank at $10.00 per share. Costs related to the offering (primarily marketing fees paid to an underwriting firm, professional fees, registration fees, and printing and mailing costs) aggregated approximately $687,000 and were deducted to arrive at net proceeds of approximately $13,960,000 from the offering. The Mid-tier Holding Company contributed 43% of the net proceeds of the offering to the Bank for general corporate use.
The Company completed its second-step conversion from the mutual holding company form of organization to a full stock corporation (the "Conversion") on January 20, 2004. Upon completion of the Conversion, the MHC and the former Mid-tier Holding Company were eliminated.
The Company sold 7,035,918 shares of its common stock in the Conversion at $10.00 per share for an aggregate sales price of $70,359,180. In addition, each share of common stock held by the public stockholders of its former Mid-tier Holding Company was converted into 3.7231 shares of common stock of the Company, resulting in an aggregate of 5,416,093 exchange shares. Cash was issued in lieu of fractional shares. Accordingly, the Company had 12,452,011 total shares outstanding following the Conversion, which was the adjusted maximum of the estimated valuation range.
Net proceeds from the offering conducted as part of the Conversion were $69.2 million, reflecting total offering expenses of approximately $1.2 million, including total underwriter's fees and expenses of $425,000. The net proceeds were applied as follows: (i) $45.0 million was used to make a capital contribution to the Bank, for general business purposes, including funding the origination of loans and investments in securities; (ii) $5.6 million was loaned to the Company's ESOP to enable the plan to buy 8% of the shares sold in the offering; and (iii) $18.6 million was retained by the Company as its initial capitalization to be used for general business purposes which may include investment in securities, repurchasing shares of the Company's common stock or paying cash dividends. A portion of the proceeds retained by the Company was invested in agency-issued mortgage-backed securities.
NOTE C - INVESTMENT SECURITIES - ------------------------------
The amortized cost, gross unrealized gains and losses, and fair value of the Bank's investment securities available for sale and held to maturity are as follows (in thousands):
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
The amortized cost and fair value of investment securities available-for-sale and held-to-maturity, by contractual maturity, at December 31, 2006 are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
Proceeds from the sales of investment securities during the years ended December 31, 2006, 2005 and 2004 were $0, $12,808,000 and $1,326,000, respectively. Gross gains realized on those sales were $0, $14,000, and $38,000 for the years ended December 31, 2006, 2005 and 2004, respectively, and gross losses were $0, $40,000, and $0 for the years ended December 31, 2006, 2005 and 2004, respectively. As of December 31, 2006 and December 31, 2005, investment securities with a book value of $75,000 and $87,000, respectively, were pledged to secure public deposits and for other purposes as provided by law.
The tables below indicate the length of time individual securities, both held-to-maturity and available-for-sale, have been in a continuous unrealized loss position at December 31, 2006 and 2005 (in thousands):
Management has considered factors regarding other than temporarily impaired securities and determined that there are no securities that are impaired as of December 31, 2006 and 2005.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
NOTE D - LOANS RECEIVABLE - -------------------------
Major grouping of loans are as follows (in thousands):
December 31, ---------------------- 2006 2005 ------- ------- Mortgages: One- to four-family residential...... $237,857 $243,188 Multi-family / non-residential....... 326,225 271,600 Construction......................... 6,487 9,525 Automobile.............................. 142,033 185,812 Commercial.............................. 54,854 24,794 Other consumer.......................... 3,467 3,830 ------- ------- 770,923 738,749 Deferred loan fees and costs............ 68 197 Allowance for loan losses............... (5,990) (5,763) ------- ------- $765,001 $733,183 ======= =======
A summary of the activity in the allowance for loan losses is as follows (in thousands):
Year ended December 31, -------------------------------------- 2006 2005 2004 ------- ------- ------- Balance, beginning of period......... $ 5,763 $ 4,427 $ 3,274 Provision for loan losses............ 969 1,860 1,492 Recoveries........................... 450 330 434 Loans charged-off.................... (1,192) (854) (773) ------ ----- ------ Balance, end of period............... $ 5,990 $ 5,763 $ 4,427 ====== ===== ======
The Bank defines impaired loans using SFAS No. 114, Accounting by Creditors for Impairment of a Loan, as loans on which, based on current information and events, it is probable that the Bank will be unable to collect the scheduled payments of principal or interest when due according to the contractual terms of the loans. Large groups of smaller balance homogenous loans (residential mortgages and consumer installment loans) are collectively evaluated for impairment and accordingly are included in our evaluation of the allowance for loan losses.
As of December 31, 2006 and 2005, the Bank had $422,000 and $382,000, respectively, of small homogenous loans that were classified as non-accrual and are considered impaired. As of December 31, 2006 and 2005, the amount of allowance for loan losses allocated to these loans was $172,000 and $187,000, respectively. If interest on non-accrual loans had been accrued, interest income would have increased by $11,000, $5,000, and $5,000, respectively, for the years ended December 31, 2006, 2005 and 2004. As of the end of these periods, there were no loans past due 90 days or more that were not on non-accrual status. The Bank's allowance for loan losses is attributable to loans held-for-investment and not loans held-for-sale.
In the normal course of business, the Bank makes loans to certain officers, directors and their related interests. In management's opinion, such loans are consistent with sound banking practices and are within applicable regulatory lending limitations. The balance of these loans at December 31, 2006 and December 31, 2005 was approximately $4.3 million and $4.5 million, respectively. There were no loans to insiders other than those disclosed above.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
NOTE E - PROPERTY AND EQUIPMENT - -------------------------------
Premises and equipment are summarized as follows (in thousands):
NOTE F - DEPOSITS - -----------------
Deposits are summarized as follows (in thousands):
December 31, ------------------------ 2006 2005 -------- -------- Demand accounts: Non-interest bearing................. $ 59,587 $ 58,152 Interest bearing..................... 1,080 3,320 ------- ------- 60,667 61,472 Savings and club accounts............... 46,306 60,608 Money market deposit accounts........... 123,433 117,930 Certificates of deposit under $100,000.. 258,916 246,778 Certificates of deposit over $100,000... 156,494 119,683 ------- ------- $645,816 $606,471 ======= =======
The scheduled maturities of certificates of deposit at December 31, 2006 are as follows (in thousands):
2007.................................... $375,033 2008.................................... 28,727 2009.................................... 8,339 2010.................................... 2,631 Thereafter.............................. 680 ------- $415,410 =======
Interest expense on deposits is as follows (in thousands):
Year ended December 31, ---------------------------------- 2006 2005 2004 ------- -------- -------- Demand accounts......................... $ 37 $ 65 $ 30 Savings, club and money market accounts. 3,822 3,399 3,048 Certificates of deposit................. 17,225 9,395 6,036 ------ ------ ------ $21,084 $12,859 $ 9,114 ====== ====== ======
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
NOTE G - OTHER BORROWED FUNDS - -----------------------------
1. Short-Term Borrowings --------------------- Short-term borrowings, which consist primarily of FHLB advances, generally have maturities of less than one year. Unused overnight lines of credit at the FHLB at December 31, 2006 were $118.3 million. The details of these borrowings are presented below (in thousands, except percentages):
At or for the year ended December 31, ------------------------------------- 2006 2005 2004 ------- -------- -------- Average balance outstanding............ $ 72,669 $ 75,411 $33,618 Maximum amount outstanding at any month-end during the period..... 93,950 115,000 48,975 Balance outstanding at period end...... 76,875 86,650 31,025 Weighted-average interest rate during the period.............. 5.23% 3.59% 1.61% Weighted-average interest rate at period end.................. 5.38% 4.13% 2.42%
The Bank also has a total of $40 million of available unsecured lines of credit with banks. At December 31, 2006, there was no balance outstanding on these lines of credit.
2. Long-Term Borrowings -------------------- At December 31, 2006, long-term borrowings, which consist of FHLB advances, totaled $158.8 million. Advances consist of fixed-rate advances that will mature within one to eight years. The advances are collateralized by FHLB stock and qualifying real estate first mortgage loans and mortgage-backed securities. These advances had a weighted average interest rate of 4.24%.
As of December 31, 2006, long-term FHLB advances mature as follows (in thousands):
2007.................................... $ 57,000 2008.................................... 66,100 2009.................................... 8,000 2010.................................... 5,000 2011.................................... 10,000 Thereafter.............................. 12,700 ------- $158,800 ========
As of December 31, 2005, long-term FHLB advances mature as follows (in thousands):
2006.................................... $ 49,150 2007.................................... 50,000 2008.................................... 35,100 2009.................................... 8,000 2010.................................... 10,000 Thereafter.............................. 27,700 ------- $179,950 ======== NOTE H - BENEFIT PLANS - ----------------------
1. Supplemental Executive Retirement Plans --------------------------------------- The Company had established a Supplemental Executive Retirement Plan ("SERP") for the benefit of its Chief Executive Officer ("CEO"). In connection therewith, the Company purchased a life insurance policy to satisfy its benefit obligation thereunder. This policy was held within a Rabbi Trust.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
The cash surrender value of the life insurance policy related to this SERP was approximately $2,475,000, at December 31, 2004. The present value of future benefits was being accrued over the term of employment. Under the terms of the SERP, the Bank accrued an annual expense that was projected to furnish the CEO an annual pension benefit upon retirement at age 60 of approximately $102,000 per year for a period of fifteen years. These annual expense accruals were paid to the trust for the benefit of the CEO. The SERP expense for the year ended December 31, 2004 was approximately $34,000.
On December 16, 2004, the Board terminated this SERP agreement, and paid the accrued plan assets of approximately $48,000 to the CEO. A new SERP agreement was subsequently adopted with an effective date of January 1, 2005. The new SERP will provide benefits to the CEO in an amount equal to 70% of his final salary upon retirement at age 60, payable for life, reduced by the projected value of benefits payable to the CEO, as follows: (i) 50% of the estimated benefits from the Federal Social Security system; (ii) the account value from the 401(k) Savings Plan attributable to any Company contributions or matching contributions; (iii) the account value from the ESOP; (iv) the account value from any other Code Section 401(a) tax-qualified retirement plans of the Company or its affiliates that are implemented at any time after the SERP effective date; and, (v) the account value from the ESOP benefits equalization plan. The minimum benefit under the new SERP will be an annual benefit of approximately $102,000 upon retirement at age 60 for life, but in no event for a period of less than 15 years. The cash surrender value of the life insurance policy related to this SERP was approximately $2,644,000 and $2,545,000 at December 31, 2006 and 2005, respectively. Under the terms of the new SERP, the Bank will determine annually the projected future benefits and set aside an annual accrual as determined necessary in accordance with generally accepted accounting principles. Plan expense for the years ended December 31, 2006 and 2005 was approximately $67,000 and $63,000, respectively.
The Company also adopted a SERP for the benefit of other executive officers. This plan requires an annual accrual equal to ten percent of each participant's base salary to be credited to the plan reserve. Plan reserves earned interest at an annual rate equal to the greater of the Bank's cost of funds or 4%. The accumulated deferred compensation account for each executive officer was to be payable to each participant at anytime following termination of employment after three years following the SERP's implementation, the death or disability of the executive officer or termination of employment following a change in control of the Bank, whereby the Bank or the Company is not the resulting entity. In December, 2004, the Board of Directors adopted a plan amendment that adjusted the plan reserves annual earnings rate to The Wall Street Journal "prime rate" plus 100 basis points, with a minimum rate of 4% and a maximum rate of 10%. The amendment also provides participants the ability to request that plan assets be invested in Synergy Financial Group, Inc. common stock. The effective date of this amendment was January 1, 2005. Plan expense for the years ended December 31, 2006, 2005 and 2004 was approximately $63,000, $47,000 and $48,000, respectively.
In addition, the Company paid its former chief financial officer previously-expensed accumulated plan assets of approximately $36,000 in April, 2005.
2. Benefits Equalization Plan -------------------------- The Company's Retirement Benefits Equalization Plan ("BEP") provides the participating executives with the same level of benefits that all other employees are eligible to receive under the Company's Employee Stock Ownership Plan and 401(k) Savings Plan without regard to the limitations on levels of compensation and annual benefits imposed under Sections 401(a)(17) and 415 of the Internal Revenue Code. Specifically, the Plan provides benefits to executive officers that cannot be provided under the Employee Stock Ownership Plan and 401(k) Savings Plan as a result of limitations imposed by Sections 401(a)(17) and 415 of the Internal Revenue Code, but that would have been provided under the Employer Stock Ownership Plan and the 401(k) Savings Plan, but for these Internal Revenue Code
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
limitations. For example, this plan provides participants with a benefit for any compensation that they may earn in excess of $210,000 per year (as indexed) comparable to the benefits earned by all participants under the Employee Stock Ownership Plan and the 401(k) Savings Plan for compensation earned below that level. The actual value of benefit under this Plan and the annual financial reporting expense associated with this plan will be calculated annually based upon a variety of factors, including the annual value of benefits for participants determined under the Employee Stock Ownership Plan and the 401(k) Savings Plan each year, the applicable limitations under the Internal Revenue Service Code that are subject to adjustment annually and the salary of each participant at such time. Generally, benefits under the plan will be taxable to each participant at the time of receipt of such payment, and the Company will recognize a tax-deductible compensation expense at such time. Plan expense for the years ended December 31, 2006 and 2005 amounted to approximately $67,000 and $39,000, respectively.
3. Phantom Stock Plan ------------------ Prior to the reorganization and stock offering as described in Note B, the Company maintained a phantom stock and phantom option plan for the benefit of its CEO. Under the plan, the CEO was awarded phantom stock and options, the value of which was determined annually based upon a valuation of the Company assuming it was a stock company. The phantom stock and phantom option plan for the benefit of the chief executive officer was replaced by a Deferred Compensation Plan in September, 2002 and the Company paid the CEO deferred plan assets of approximately $57,000 in December, 2005.
4. Employee Stock Ownership Plan ----------------------------- In September, 2002, the Board of Directors approved an ESOP. The ESOP is designed to provide eligible employees the advantage of ownership of Company stock. Employees are eligible to participate in the Plan after reaching age twenty-one, completion of one year of service and working at least one thousand hours of consecutive service during the year. Contributions are allocated to eligible participants on the basis of compensation. The ESOP borrowed $1,163,800 from the Bank to fund the purchase of 116,380 shares of common stock in connection with the September, 2002 initial public offering. As a result of the second-step mutual-to-stock conversion, the ESOP shares converted to 433,294 shares based on the exchange ratio of 3.7231.
In connection with the January, 2004 second-step mutual-to-stock conversion, the Company established an additional ESOP for eligible employees. The ESOP borrowed $5,628,730 from the Company to purchase 562,873 shares in the offering. These loans are payable in annual installments over ten years at a fixed annual interest rate equal to the prime rate as published in The Wall Street Journal on the origination date (4.0%), with interest payable quarterly. The loans can be prepaid without penalty. Loan payments are principally funded by cash contributions from the Bank, subject to federal tax law limits.
Shares used as collateral to secure the loans are released and available for allocation to eligible employees as the principal and interest on the loan is paid. Employees become fully vested in their ESOP account after five years of service. Dividends on unallocated shares are applied toward payment of the loan. ESOP shares committed to be released are considered outstanding in determining earnings per share. The following table summarizes shares of Company common stock held by the ESOP at December 31:
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
The Company recorded ESOP compensation expense of $1,490,000, $1,222,000 and $1,047,000 related to the release of 99,624, 99,624 and 99,624 shares, for the years ended December 31, 2006, 2005 and 2004, respectively.
5. 401(k) Plan ----------- All full-time employees of the Bank that meet certain age and service requirements are eligible to participate in the Bank-sponsored 401(k) Plan. Under the plan, participants may make contributions, in the form of salary reductions, up to the maximum Internal Revenue Code limit. The Bank provides matching contributions to employee accounts at a rate of $0.50 for every $1.00 of base compensation plus commission that is contributed by employees, to a maximum employee contribution level of 10%. Matching contributions vest at a rate of 20% per year of service, with full vesting achieved after five years of service. The Bank's contribution to these plans amounted to $183,000, $207,000 and $197,000 for 2006, 2005 and 2004, respectively.
6. Stock-Based Compensation ------------------------ (a) Restricted Stock Plans ---------------------- At the Annual Meeting held on April 22, 2003, stockholders of the Company approved the 2003 Restricted Stock Plan. Prior to April 22, 2003, the Company did not have a Restricted Stock Plan. During the year ended December 31, 2003, the Company issued 56,685 shares of restricted stock. The shares vest at a rate of 20% on each of five annual vesting dates, with an initial vesting date of April 22, 2004. As a result of the January 20, 2004 second-step mutual-to-stock conversion, the issued shares associated with the 2003 Restricted Stock Plan converted at the exchange ratio of 3.7231 to 211,031 shares. On June 4, 2003, the Company announced a stock repurchase program to acquire the shares associated with the 2003 Restricted Stock Plan. On November 9, 2004, the Company announced the completion of this repurchase program.
At the Annual Meeting held on August 25, 2004 and reconvened on August 31, 2004, stockholders of the Company approved the Company's 2004 Restricted Stock Plan making 281,436 shares of common stock available for granting. During the year, the Company issued 277,283 shares of restricted stock. The shares vest at a rate of 20% on each of five annual vesting dates, with an initial vesting date of August 31, 2005. On November 9, 2004, the Company announced a stock repurchase program to acquire the shares associated with the 2004 Restricted Stock Plan. On March 30, 2005, the Company announced the completion of this repurchase program.
Shares issued upon vesting may be either authorized but unissued shares or reacquired shares held by the Company as treasury shares. The Company has acquired all the necessary shares of stock for funding the restricted stock plans; such shares are included in treasury stock. The restricted stock is generally held in a trust for the benefit of the award recipient until it is vested. Awards outstanding vest in five annual installments commencing one year from the date of the award. Expense is recognized for shares awarded over the vesting period at the fair market value of the shares on the date they were awarded. Compensation expense attributable to the RSP amounted to $835,000, $686,000 and $477,000 for the years ended December 31, 2006, 2005 and 2004, respectively. The total income tax benefit was $333,000, $274,000 and $191,000 for the years ended December 31, 2006, 2005 and 2004, respectively.
The following is a summary of the Company's restricted stock plans for the year ended December 31, 2006:
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
Weighted Average Grant Shares Date Fair Value ------ ---------------
Outstanding at beginning of period 334,560 $ 8.84 Granted.......................... 27,450 13.53 Vested........................... (91,424) 8.46 Forfeited........................ (250) 13.50 Expired.......................... - - ------- Outstanding at end of period 270,336 9.44 ======= =======
As of December 31, 2006, there was approximately $2.1 million of total unrecognized compensation expense relating to unvested restricted stock plan shares. This cost is expected to be recognized over a weighted average period of 2.3 years.
(b) Stock Option Plans ------------------ At the Annual Meeting held on April 22, 2003, stockholders of the Company approved the Company's 2003 Stock Option Plan making available 165,746 shares of common stock for granting. Prior to April 22, 2003, the Company did not have a Stock Option Plan. Under the 2003 Stock Option Plan, each stock option granted entitles the holder to purchase one share of the Company's common stock at an exercise price of not less than the fair market value of a share of common stock at the date of grant. Options granted vest over a five-year period from the date of grant and will expire no later than 10 years following the grant date. During the year ended December 31, 2003, the Company granted 165,746 options to purchase common shares of the Company. As a result of the January 20, 2004 second-step mutual-to-stock conversion, the shares associated with the 2003 Stock Option Plan converted at the exchange ratio of 3.7231 to 617,086 shares.
At the Annual Meeting held on August 25, 2004 and reconvened on August 31, 2004, stockholders of the Company approved the Company's 2004 Stock Option Plan making available 703,591 shares for granting under the plan. During the year ended December 31, 2004, the Company granted 694,569 options to purchase common shares of the Company. Under the 2004 Stock Option Plan, each stock option granted entitles the holder to purchase one share of the Company's common stock at an exercise price of not less than the fair market value of a share of common stock at the date of grant. Options granted vest over a five-year period from the date of grant and will expire no later than 10 years following the grant date.
Effective January 1, 2006, the Company adopted SFAS 123(R), Share-Based Payment, using the modified prospective transition method. Under the accounting requirements of SFAS 123(R), the Company must now recognize compensation expense related to stock options outstanding based upon the fair value of such awards at the date of grant over the period that such awards are earned. For the year ended December 31, 2006, the Company recognized approximately $667,000 of compensation expense related to its stock option plans and approximately $162,000 of income tax benefit resulting from this expense for that period.
The fair value of each option grant is estimated on the date of grant using the Black-Scholes options price model. Expected volatilities are based on historical volatilities of the Company's common stock. The expected life of options granted is based on historical data and represents the period of time that options granted are expected to be outstanding, which takes into account that the options are not transferable. The risk-free interest rate for the expected term of the option is based on the U.S. Treasury yield curve in effect at the time of the grant.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
The following weighted average assumptions were utilized for grants in 2006, which have a weighted average fair value of $3.60: dividend yield of 1.50%; expected volatility of 25.45%; risk-free interest rate of 4.63%; and an expected life of five years. The following weighted average assumptions were utilized for grants in 2005, which have a weighted average fair value of $3.40: dividend yield of 2.00%; expected volatility of 32.51%; risk-free interest rate of 3.83%; and an expected life of five years. The following weighted average assumptions were utilized for grants in 2004, which have a weighted average fair value of $3.04: dividend yield of 1.60%; expected volatility of 32.85%; risk-free interest rate of 3.33%; and an expected life of five years.
The following is a summary of the Company's stock option plans as of and for the year ended December 31, 2006:
Weighted Aggregate Average Intrinsic Shares Exercise Price Value ------ -------------- -----
Outstanding at beginning of year. 1,213,301 $ 8.25 Granted.......................... 84,500 13.53 Exercised........................ (38,155) 5.61 Forfeited........................ (2,000) 10.15 Expired.......................... - - ---------- Outstanding at end of year ...... 1,257,646 8.68 $9,809,639 ========== Exercisable at end of year....... 541,032 7.83 4,679,927 ==========
The following table summarizes information about the stock options outstanding at December 31, 2006.
As of December 31, 2006, there was approximately $1.6 million of total unrecognized compensation expense relating to unvested stock options. This cost is expected to be recognized over a weighted average period of 2.3 years.
7. Bank-Owned Life Insurance Program --------------------------------- The Bank's Board of Directors approved the establishment of a bank-owned life insurance program to be implemented and effective September 1, 2004. This program provides death benefit coverage to Bank officers and directors. This coverage continues after retirement. The Bank is the beneficiary of any benefit in excess of each officer's and director's death benefit amount.
In order to fund this program, the Bank invested a total of $10,000,000 in two bank-owned life insurance policies on July 14, 2004. During 2006, the Company invested an additional $8,000,000 in bank-owned insurance with another carrier. The aggregate cash surrender value of the policies totaled $19,172,000 and $10,593,000 at December 31, 2006 and 2005, respectively, and is reported on the Company's consolidated balance sheet. The Company reports any income from the policies as other income on the consolidated statement of operations. This income is not subject to tax.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
NOTE I - INCOME TAXES - ---------------------
The components of income taxes are summarized as follows (in thousands):
Year ended December 31, ----------------------------- 2006 2005 2004 ------- ------- ------- Current tax expense: Federal income .............. $ 2,711 $ 3,456 $ 2,509 State income ................ 466 420 302 ------- ------- ------- Total current expense .... 3,177 3,876 2,811 ------- ------- -------
Deferred tax benefit: Federal income .............. (764) (1,019) (303) State income ................ (223) (297) (92) ------- ------- ------- Total deferred expense ... (987) (1,316) (395) ------- ------- ------- Total income tax expense $ 2,190 $ 2,560 $ 2,416 ======= ======= =======
A reconciliation of income taxes computed at the statutory federal income tax rate (34%) to the reported income tax expense is as follows (in thousands):
Year ended December 31, ----------------------------- 2006 2005 2004 ------- ------- ------- Expected federal income tax expense .. $ 2,137 $ 2,398 $ 2,251 Increase in federal income tax expense resulting from state income tax, net of federal income tax effect .. 160 81 139 Tax exempt income .................... (231) (170) (55) ESOP adjustment ...................... 231 184 125 Other, net ........................... (107) 67 (44) ------- ------- ------- $ 2,190 $ 2,560 $ 2,416 ======= ======= =======
Deferred tax assets and (liabilities) consisted of the following (in thousands):
December 31, ------------------ 2006 2005 ------- ------- Deferred tax assets: Allowance for loan losses................ $ 2,334 $ 2,200 Stock and retirement plans .............. 552 82 New Jersey Alternative Minimum Assessment carryover ................. 193 32 Depreciation ............................ 475 167 Unrealized losses on available- for-sale investment securities ....... 495 740 Net operating loss carryover ............ 1,442 1,476 Other ................................... 15 35 ------- ------- 5,506 4,732 Valuation allowance ..................... (878) (878) ------- ------- Deferred tax assets .................. $ 4,628 $ 3,854 ======= =======
Deferred tax liabilities: Deferred loan costs, net of fees ........ $ 245 $ 196 Purchase accounting, including core deposit intangibles ............. 160 177 ------- ------- Deferred tax liabilities ............. $ 405 $ 373 ======= ======= Net deferred tax asset, included in other assets ........... $ 4,223 $ 3,481 ======= =======
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
The Company has remaining federal net operating loss carryovers acquired from First Bank of Central Jersey expiring as follows (in thousands):
Expiring Amount - -------- ------ 2021.................................... $1,574 2022.................................... 2,517 2023.................................... 150 ----- $4,241 ======
The Company has provided a valuation allowance against the deferred tax asset attributable to the net operating loss carryovers in order to adjust that deferred tax asset to the amount management believes to be realizable taking into consideration the annual limitation on usage of net operating loss carryovers following an ownership change and the carryover period currently permitted under federal tax law. The Company has no state net operating loss carryover.
NOTE J - FAIR VALUE OF FINANCIAL INSTRUMENTS - --------------------------------------------
SFAS No. 107 requires disclosure of the estimated fair value of an entity's assets and liabilities considered to be financial instruments. For the Bank, as for most financial institutions, the majority of its assets and liabilities are considered financial instruments as defined in SFAS No. 107. However, many such instruments lack an available trading market, as characterized by a willing buyer and seller engaging in an exchange transaction. Therefore, the Bank had to use significant estimates and present value calculations to prepare this disclosure, as required by SFAS No. 107. Accordingly, the information presented below does not purport to represent the aggregate net fair value of the Bank.
Changes in the assumptions or methodologies used to estimate fair values may materially affect the estimated amounts. Also, management is concerned that there may not be reasonable comparability between institutions due to the wide range of permitted assumptions and methodologies in the absence of active markets. This lack of uniformity gives rise to a high degree of subjectivity in estimating financial instrument fair values.
Estimated fair values have been determined by the Bank using what management believes to be the best available data and an estimation methodology suitable for each category of financial instruments. The estimation methodologies used, the estimated fair values, and recorded book balances at December 31, 2006 and 2005 are set forth below.
For cash and due from banks and interest-bearing deposits with banks, the recorded book values of approximately $10,131,000 and $6,583,000 are deemed to approximate fair values at December 31, 2006, and 2005, respectively. The estimated fair values of investment and mortgage-backed securities are based on quoted market prices, if available. If quoted market prices are not available, the estimated fair values are based on quoted market prices of comparable instruments.
The fair values of loans are estimated based on a discounted cash flow analysis using interest rates currently offered for loans with similar loan characteristics. The carrying value of accrued interest is deemed to approximate fair value.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
December 31, ---------------------------------------------- 2006 2005 -------------------- -------------------- Carrying Estimated Carrying Estimated amount fair value amount fair value ------ ---------- ------ ---------- (in thousands) Investment securities ...... $146,334 $144,680 $180,940 $178,894 Federal Home Loan Bank stock 11,981 11,981 13,263 13,263 Loans receivable, net ...... 765,001 752,515 733,183 720,982 Cash surrender value of bank-owned life insurance 21,816 21,816 13,138 13,138
The estimated fair values of demand deposits, savings and certain money market deposit accounts are, by definition, equal to the amount payable on demand at the reporting date (i.e., their carrying amounts). The carrying amounts of variable-rate, fixed-term money market accounts and certificates of deposit approximate their fair values at the reporting date. The fair values of fixed-rate certificates of deposit and other borrowed funds are estimated by discounting the projected future cash flows using the rates currently offered for these instruments with similar remaining maturities. The carrying amount of accrued interest payable approximates its fair value.
December 31, ------------------------------------------------ 2006 2005 --------------------- ---------------------- Carrying Estimated Carrying Estimated amount fair value amount fair value ------ ---------- ------ ---------- (in thousands) Time deposits................ $415,410 $413,873 $366,461 $363,390 Other borrowed funds......... 235,675 234,310 266,600 264,512
The fair value of commitments to extend credit is estimated based on the amount of unamortized deferred loan commitment fees. The fair value of letters of credit is based on the amount of unearned fees plus the estimated cost to terminate the letters of credit. Fair values of unrecognized financial instruments including commitments to extend credit and the fair value of letters of credit are considered immaterial.
NOTE K - FINANCIAL INSTRUMENTS WITH OFF-BALANCE-SHEET RISK - ----------------------------------------------------------
The Bank 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. These financial instruments include commitments to extend credit and unused lines of credit. Those instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recognized in the consolidated balance sheets. The Bank's exposure to credit loss in the event of nonperformance by the other party to the financial instrument for commitments to extend credit and unused lines of credit are represented by the contractual amount of those instruments. The Bank uses the same credit policies in making commitments and conditional obligations as it does for on-balance-sheet instruments.
The Bank had the following approximate off-balance-sheet financial instruments whose contract amounts represent credit risk (in thousands):
December 31, ---------------------- 2006 2005 ------- ------- Commitments to grant loans.............. $ 33,741 $ 79,071 Unused lines of credit.................. 28,829 25,449 Standby letters of credit............... 1,073 622 ------- ------- $ 63,643 $105,142 ======= =======
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Bank evaluates each customer's creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Bank upon extension of credit, is based on management's credit evaluation of the customer. Collateral held varies but primarily includes residential real estate located within New Jersey. At December 31, 2006, commitments to fund fixed rate loans amounted to $3.2 million with interest rates between 6.74% and 10.25%.
NOTE L - COMMITMENTS AND CONTINGENT LIABILITIES - -----------------------------------------------
1. Lease Commitments ----------------- Future approximate lease payments under non-cancelable operating leases at December 31, 2006 are due as follows (in thousands):
2007.................................... $ 943 2008.................................... 878 2009.................................... 797 2010.................................... 788 2011.................................... 749 Thereafter.............................. 7,360 ------ $11,515 =======
Total rent expense was approximately $867,000, $787,000 and $613,000 for the years ended December 31, 2006, 2005, and 2004, respectively.
The Company maintains five office locations within the corporate facilities of the Company's former credit union sponsor organization. These sites are available to the organization's employees and access by the general public is restricted. As a result, the Company makes no rental payments for these branch locations. Each office is an average of 500 square feet with no public access and therefore very limited use. Management has evaluated the fair value of the annual rent which is not considered to have a material impact on the Bank's financial condition or results of operation. The locations are occupied pursuant to a written agreement that provides for two-year terms that are automatically renewed upon expiration unless written notice of termination is given by either party.
2. Other ----- In the normal course of business, the Company and the Bank have been named as defendants in certain lawsuits. Although the ultimate outcome of these suits cannot be ascertained at this time, it is the opinion of management that the resolutions of such suits will not have a material adverse effect on the consolidated financial position or results of operation of the Company.
NOTE M - CONDENSED FINANCIAL INFORMATION - PARENT CORPORATION ONLY - ------------------------------------------------------------------
Condensed financial information for Synergy Financial Group, Inc. (parent corporation only) follows (in thousands):
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
CONDENSED BALANCE SHEETS
CONDENSED STATEMENTS OF INCOME
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
CONDENSED STATEMENTS OF CASH FLOWS
NOTE N - REGULATORY MATTERS - ---------------------------
The Bank is subject to various regulatory capital requirements administered by its primary federal regulator, the OTS. Failure to meet minimum capital requirements can initiate certain mandatory - and possible additional discretionary - actions by regulators that, if undertaken, could have a direct material effect on the Bank and the consolidated financial statements. Under the regulatory capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank's assets, liabilities, and certain off-balance-sheet items as calculated under regulatory guidelines. The Bank's capital amounts and classifications under the prompt corrective action guidelines are also subject to the qualitative judgments by the regulators about components, risk weightings and other factors.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios of total risk-based capital and Tier I capital to risk-weighted assets (as defined in the regulations), Tier I capital to adjusted total assets (as defined) and tangible capital to adjusted total assets (as defined). Management believes that the Bank meets all capital adequacy requirements to which it is subject.
As of December 31, 2006, the Bank is considered well-capitalized under regulatory framework for prompt corrective action. To be categorized as well-capitalized, the Bank must maintain minimum total risk-based, Tier I risk-based, and Tier I leverage ratios, as set forth in the table below. There are no conditions or events that management believes have changed the institution's prompt corrective action category.
The following table presents a reconciliation of GAAP capital and regulatory capital at the dates indicated for the Bank:
December 31, ----------------- 2006 2005 ------- ------- GAAP capital ................................ $88,656 $86,368 Add: net unrealized losses on investment securities .................. 850 1,268 Less: goodwill and other intangible assets... 631 818 ------- ------- Tangible and core capital .............. 88,875 86,818 Add: general allowance for loan losses ...... 5,990 5,763 ------- ------- Total regulatory capital ............... $94,865 $92,581 ======= =======
The Bank's actual capital amounts and ratios are as follows (in thousands, except percentages):
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
NOTE O - SELECTED QUARTERLY FINANCIAL DATA (UNAUDITED) - ------------------------------------------------------
Unaudited quarterly financial data is as follows (in thousands, except share data):
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
Item 9.
Item 9. Changes In And Disagreements With Accountants On Accounting And - -------------------------------------------------------------------------------- Financial Disclosure --------------------
On February 21, 2006, the Audit Committee of the Company's Board of Directors approved the dismissal of Grant Thornton LLP ("Grant Thornton") as the Company's independent certifying accountant. The Audit Committee's decision was ratified by the Board of Directors as a whole.
The reports of Grant Thornton on the consolidated financial statements of the Company as of and for the fiscal years ended December 31, 2005 and 2004 did not contain an adverse opinion or disclaimer of opinion and were not qualified or modified as to uncertainty, audit scope or accounting principles.
During the Company's fiscal years ended December 31, 2005 and 2004, and in connection with the audit of the Company's consolidated financial statements for such periods, and for the period from January 1, 2006 to February 21, 2006, there were no disagreements or reportable events between the Company and Grant Thornton on any matter of accounting principles or practices, financial statement disclosure or auditing scope or procedure, which, if not resolved to the satisfaction of Grant Thornton, would have caused Grant Thornton to make reference to such matter in connection with its audit reports on the Company's consolidated financial statements.
Effective February 21, 2006, the Company engaged Crowe Chizek and Company LLC as its new independent certifying accountant. During the two most recent fiscal years and the subsequent interim period to the date hereof, the Company did not consult with Crowe Chizek and Company LLC regarding either (i) the application of accounting principles to a specified transaction, either completed or proposed or (ii) the type of audit opinion that might be rendered on the Company's financial statements.
Item 9A.
Item 9A. Controls And Procedures - --------------------------------
The Company's management is responsible for establishing and maintaining effective disclosure controls and procedures, as defined under Rules 13a-15(e) and 15d-15(e) of the Securities Exchange Act of 1934. As of December 31, 2006, an evaluation was performed under the supervision and with the participation of management, including the President and Chief Executive Officer and Chief Financial Officer, of the effectiveness of the design and operation of the Company's disclosure controls and procedures. Based on that evaluation, management concluded that disclosure controls and procedures as of December 31, 2006 were effective in ensuring material information required to be disclosed by the Company in reports that it files or submits under the Exchange Act is recorded, processed, summarized and reported within the time periods specified in Securities and Exchange Commission rules and forms.
Management's responsibilities related to establishing and maintaining effective disclosure controls and procedures include maintaining effective internal controls over financial reporting that are designed to produce reliable financial statements in accordance with accounting principles generally accepted in the United States. As disclosed in the Report on Management's Assessment of Internal Control Over Financial Reporting included in this Form 10-K under Item 8 "Financial Statements and Supplementary Data," management assessed the Corporation's system of internal control over financial reporting as of December 31, 2006, in relation to criteria for effective internal control over financial reporting as described in "Internal Control - Integrated Framework," issued by the Committee of Sponsoring Organizations of the Treadway Commission. Based on this assessment, management believes that, as of December 31, 2006, its system of internal control over financial reporting met those criteria and is effective. Management's assessment of the effectiveness of our internal control over financial reporting as of December 31, 2006, has been audited by Crowe Chizek and Company LLC, an independent registered public accounting firm, as stated in their report included in this Form 10-K under Item 8.
SYNERGY FINANCIAL GROUP, INC. AND SUBSIDIARIES NOTES TO CONSOLIDATED FINANCIAL STATEMENTS ------------------------------------------
Years Ended December 31, 2006, 2005, 2004
Additionally, there were no changes in the Corporation's internal control over financial reporting that occurred during the quarter ended December 31, 2006 that have materially affected, or are reasonably likely to materially affect, the Corporation's internal control over financial reporting. There have been no significant changes in the Corporation's internal controls or in other factors that could significantly affect internal controls subsequent to December 31, 2006.
Item 9B.
Item 9B. Other Information - --------------------------
None.
PART III
Item 10.
Item 10. Directors, Executive Officers and Corporate Governance - ---------------------------------------------------------------
The information contained under the section captioned "Proposal I - Election of Directors" and "Section 16(a) Beneficial Ownership Reporting Compliance" in the Company's Definitive Proxy Statement for the 2006 Annual Meeting of Stockholders ("Proxy Statement") is incorporated herein by reference.
Code of Ethics
The Company has adopted a Code of Ethics that applies to its principal executive officer, principal financial officer, principal accounting officer or controller or persons performing similar functions. The Company's Code of Ethics will be provided without charge upon request to the Corporate Secretary, Synergy Financial Group, Inc., 310 North Avenue East, Cranford, New Jersey 07016.
Item 11.
Item 11. Executive Compensation - -------------------------------
The information contained under the section captioned "Director and Executive Officer Compensation" in the Proxy Statement is incorporated herein by reference.
Item 12.
Item 12. Security Ownership of Certain Beneficial Owners and Management - -----------------------------------------------------------------------
(a) Security Ownership of Certain Beneficial Owners
The information contained under the section captioned "Security Ownership of Certain Beneficial Owners" in the Proxy Statement is incorporated by reference.
(b) Security Ownership of Management
The information contained under the section captioned "Proposal I - Election of Directors" in the Proxy Statement is incorporated by reference.
(c) Changes in Control
Management of the Registrant knows no arrangements, including any pledge by any person of securities of the Registrant, the operation of which may at a subsequent date result in a change in control of the Registrant.
(d) Securities Authorized for Issuance under Equity Compensation Plans
Set forth below is information as of December 31, 2006 with respect to compensation plans under which equity securities of the Registrant are authorized for issuance.
Equity Compensation Plan Information
- ------------------ (1) Restricted stock awards of 270,336 shares were outstanding as of December 31, 2006, including awards from both the 2003 and 2004 restricted stock plans. Such awards are earned at the rate of 20% one year after the date of the grant and 20% annually thereafter.
Item 13.
Item 13. Certain Relationships and Related Transactions, and Director - -------------------------------------------------------------------------------- Independence ------------
The information contained under the section captioned "Certain Relationships and Related Transactions and Director Independence" in the Proxy Statement is incorporated by reference.
Item 14.
Item 14. Principal Accountant Fees and Services - -----------------------------------------------
The information contained under the section captioned "Principal Accounting Fees and Services" in the Proxy Statement is incorporated by reference.
PART IV
Item 15.
Item 15. Exhibits and Financial Statement Schedules - ---------------------------------------------------
(a) Listed below are all financial statements and exhibits filed as part of this report.
1. The consolidated statements of financial condition as of December 31, 2006 and 2005 and the related consolidated statements of income, changes in stockholders' equity, and cash flows for the three years ended December 31, 2006, together with the related notes and the reports of independent certified public accountants.
2. There are no financial statement schedules required to be filed.
3. The following exhibits are included in this Report or incorporated herein by reference:
(a) List of Exhibits:
(6) Incorporated by reference to the Definitive Proxy Statement of Synergy Financial Group, Inc. for the 2004 Annual Meeting of Stockholders (File No. 00050467; filed with the SEC on July 19, 2004).
SIGNATURES
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized as of March 13, 2007.
SYNERGY FINANCIAL GROUP, INC.
By: /s/ John S. Fiore ------------------------------------- John S. Fiore President and Chief Executive Officer (Duly Authorized Representative)
Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, this report has been signed below by the following persons on behalf of the registrant and in the capacities indicated as of March 13, 2007.