SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-Q
(Mark One)
---------
X QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--------- EXCHANGE ACT OF 1934
For the quarterly period ended September 30, 2006
---------------------------------------
OR
---------
TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
--------- EXCHANGE ACT OF 1934
For the transition period from to
------------------ -----------------
Commission File Number 000-52000
---------
ROMA FINANCIAL CORPORATION
--------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
UNITED STATES 51-0533946
------------------------------- ----------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification Number)
2300 Route 33, Robbinsville, New Jersey 08691
--------------------------------------- -----
(Address of principal executive offices) (Zip Code)
Registrant's telephone number,
including area code: (609) 223-8300
-----------------------------------------
Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark whether the registrant is a large accelerated
filer, an accelerated filer, or a non-accelerated filer. See definition of
"accelerated filer" and "large accelerated filer" in Rule 12b-2 of the Exchange
Act (Check one):
Large accelerated filer [ ] Accelerated filer [ ] Non-accelerated filer [X]
Indicate by check mark whether the registrant is a shell company (as
defined in Rule 12b-2 of the Exchange Act). Yes [ ] No [X]
The number of shares outstanding of each of the issuer's classes of common
stock, as of the latest practicable date, November 1, 2006:
$0.10 par value common stock - 32,731,875 shares outstanding
ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
INDEX
Page
Number
------
PART I - FINANCIAL INFORMATION
Item 1: Financial Statements
Consolidated Statements of Financial Condition 2
at September 30, 2006 and December 31, 2005 (Unaudited)
Consolidated Statements of Income for the Three and Nine Months Ended 3
September 30, 2006 and 2005 (Unaudited)
Consolidated Statement of Changes in Stockholders' Equity for the Nine 4
Months Ended September 30, 2006 and 2005(Unaudited)
Consolidated Statements of Cash Flows for the Nine Months 5
Ended September 30, 2006 and 2005 (Unaudited)
Notes to Consolidated Financial Statements 7
Item 2: Management's Discussion and Analysis of 12
Financial Condition and Results of Operations
Item 3: Quantitative and Qualitative Disclosure About Market Risk 18
Item 4: Controls and Procedures 18
PART II - OTHER INFORMATION 19
SIGNATURES 20
ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
----------------------------------------------
(Unaudited)
September 30, December 31,
2006 2005
------------- ------------
(In Thousands)
ASSETS
Cash and amounts due from depository institutions $ 6,701 $ 5,745
Interest-bearing deposits in other banks 28,941 22,324
Money market funds 30,461 20
--------- ---------
Cash and Cash Equivalents 66,103 28,089
Securities available for sale 21,003 15,514
Investment securities held to maturity 171,941 173,078
Mortgage-backed securities held to maturity 146,452 150,101
Loans receivable, net of allowance for loan losses $1,110
and $878, respectively 414,553 378,708
Premises and equipment 28,888 28,679
Federal Home Loan Bank of New York stock 1,437 1,387
Interest receivable 4,371 3,798
Bank owned life insurance 16,041 15,640
Other assets 3,051 2,766
--------- ---------
Total Assets $ 873,840 $ 797,760
========= =========
LIABILITIES AND STOCKHOLDERS' EQUITY
LIABILITIES
Deposits $ 625,629 $ 643,813
Federal Home Loan Bank of New York advances 8,330 9,702
Advance payments by borrowers for taxes and insurance 2,298 2,063
Other liabilities 4,211 3,524
--------- ---------
Total Liabilities 640,468 659,102
--------- ---------
STOCKHOLDERS' EQUITY
Common stock, $0.10 par value, 45,000,000 authorized; (2006) 32,731,875 issued
and outstanding; (2005) 10,000 authorized and outstanding 3,273 1
Paid-in capital 97,009 799
Retained earnings - substantially restricted 140,870 137,820
Unearned shares held by Employee Stock Ownership Plan (7,982) -
Accumulated other comprehensive income -
unrealized gain on securities available for sale, net 202 38
--------- ---------
Total Stockholders' Equity 233,372 138,658
--------- ---------
Total Liabilities and Stockholders' Equity $ 873,840 $ 797,760
========= =========
See notes to consolidated financial statements
2
ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
---------------------------------
(Unaudited)
Three Months Ended Nine Months Ended
September 30, September 30,
-------------------- -------------------
2006 2005 2006 2005
-------------------- -------------------
(In thousands) (In thousands)
INTEREST INCOME
Loans $ 6,372 $ 5,196 $ 18,079 $ 15,044
Mortgage-backed securities held to maturity 1,829 1,851 5,351 5,293
Investment securities held to maturity 1,671 1,443 4,749 4,149
Securities available for sale 156 125 411 377
Other interest-earning assets 646 140 1,266 439
-------- -------- -------- --------
Total Interest Income 10,674 8,755 29,856 25,302
-------- -------- -------- --------
INTEREST EXPENSE
Deposits 3,682 2,798 10,742 7,451
Borrowings 97 49 393 49
-------- -------- -------- --------
Total Interest Expense 3,779 2,847 11,135 7,500
-------- -------- -------- --------
Net Interest Income 6,895 5,908 18,721 17,802
PROVISION FOR (RECOVERY OF) LOAN LOSSES 97 82 233 (21)
-------- -------- -------- --------
Net Interest Income after Provision for (Recovery
of) Loan Losses 6,798 5,826 18,488 17,823
-------- -------- -------- --------
NON-INTEREST INCOME
Commissions on sales of title policies 372 428 1,019 693
Fees and service charges on deposits 205 99 395 271
Fees and service charges on loans 79 52 186 131
Net gain (loss) from sale of mortgage loans 3 (1) 4 12
Other 358 400 970 967
-------- -------- -------- --------
Total Non-Interest Income 1,017 978 2,574 2,074
-------- -------- -------- --------
NON-INTEREST EXPENSE
Salaries and employee benefits 2,624 2,221 7,560 6,278
Net occupancy expense 404 279 1,202 752
Equipment 342 312 1,104 876
Data processing fees 282 313 969 981
Advertising 193 205 620 562
Federal insurance premium 20 20 61 60
Contributions 3,451 83 3,523 217
Other 531 423 1,551 1,210
-------- -------- -------- --------
Total Non-Interest Expense 7,847 3,856 16,590 10,936
-------- -------- -------- --------
Income (Loss) Before Income Taxes (32) 2,948 4,472 8,961
INCOME TAXES (BENEFIT) (133) 1,051 1,422 3,097
-------- -------- -------- --------
Net Income $ 101 $ 1,897 $ 3,050 $ 5,864
-------- -------- -------- --------
Basic and diluted earnings per
share $ .00 $ - $ N/A $ -
======== ======== ======== ========
See notes to consolidated financial statements.
3
ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
----------------------------------------------------------
(Unaudited)
Retained Accumulated
Earnings Unearned Other
Common Paid In Substantially ESOP Comprehensive
Stock Capital Restricted Shares Income Total
-------------- -------------- --------------- --------------- ----------------- -------------
Balance December 31, 2004 $ - $ - $ 131,285 $ - $ 108 $ 131,393
Net income for the nine months
ended September 30, 2005 5,864 5,864
Other comprehensive loss, net
of taxes (50) (50)
Initial capitalization of Mutual
Holding Company 1 799 (1,000) (200)
-------------- -------------- ------------- --------------- -------------- ------------
Balance September 30, 2005 $ 1 $ 799 $ 136,149 $ - $ 58 $ 137,007
============== ============== ============= =============== ============== ============
Balance December 31, 2005 $ 1 $ 799 $ 137,820 $ - $ 38 $ 138,658
Net income for the nine months
ended September 30, 2006 3,050 3,050
Other comprehensive income,
net of taxes 164 164
Issuance of common stock,
net of expenses 3,272 96,141 99,413
ESOP shares earned 69 135 204
Common stock acquired by
ESOP (8,117) (8,117)
-------------- -------------- --------------- --------------- ----------------- -------------
Balance September 30, 2006 $ 3,273 $ 97,009 $ 140,870 $ (7,982) $ 202 $ 233,372
============== ============== ============= =============== ============== ============
See notes to consolidated financial statements.
4
ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
-------------------------------------
(Unaudited)
Nine Months Ended
September 30,
----------------------
2006 2005
--------- ---------
(In thousands)
CASH FLOWS FROM OPERATING ACTIVITIES
Net income $ 3,050 $ 5,864
Adjustments to reconcile net income to net cash provided by
operating activities:
Cash contribution to foundation 167 -
Depreciation 878 480
Amortization of premiums and accretion of discounts on securities (24) 18
Accretion of deferred loan fees and discounts (30) (174)
Net gain on sale of mortgage loans originated for sale (4) (12)
Mortgage loans originated for sale (483) (2,527)
Proceeds from sales of mortgage loans originated for sale 487 2,439
Provision for (recovery of) loan losses 233 (21)
Allocation of ESOP shares 204 -
(Increase) in interest receivable (573) (605)
(Increase) in cash surrender value of bank owned life insurance (401) (393)
(Increase) in other assets (282) (725)
Increase (decrease) in interest payable 304 350
Increase (decrease) in other liabilities 278 633
--------- ---------
Net Cash Provided by Operating Activities 3,804 5,427
--------- ---------
CASH FLOWS FROM INVESTING ACTIVITIES
Proceeds from maturities and calls of securities available for sale 85 13
Purchases of securities available for sale (5,313) (1,076)
Proceeds from maturities and calls of investment securities held to maturity 24,000 18,060
Purchases of investment securities held to maturity (22,845) (30,000)
Principal repayments on mortgage-backed securities held to maturity 19,152 21,263
Purchases of mortgage-backed securities held to maturity (15,495) (38,030)
Net increase in loans receivable (36,046) (27,479)
Additions to premises and equipment (1,088) (7,399)
Purchase of Federal Home Loan Bank of New York stock (50) (182)
--------- ---------
Net Cash Used in Investing Activities (37,600) (64,830)
--------- ---------
CASH FLOWS FROM FINANCING ACTIVITIES
Net increase (decrease) in deposits (18,183) 60,994
Increase in advance payments by borrowers for taxes and insurance 235 488
Federal Home Loan Bank of New York advances 158,000 208,000
Repayments of Federal Home Loan Bank of New York advances (159,371) (198,000)
Initial capitalization of mutual holding company - (200)
Proceeds from issuance of common stock, net of ESOP 91,129 -
--------- ---------
Net Cash Provided by Financing Activities 71,810 71,282
--------- ---------
Net Increase in Cash and Cash Equivalents 38,014 11,879
CASH AND CASH EQUIVALENTS - BEGINNING 28,089 19,944
--------- ---------
CASH AND CASH EQUIVALENTS - ENDING $ 66,103 $ 31,823
========= =========
See notes to consolidated financial statements.
5
ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont'd)
----------------------------------------------
(Unaudited)
Nine Months Ended
September 30,
----------------------
2006 2005
--------- ---------
(In thousands)
SUPPLEMENTARY CASH FLOWS INFORMATION
Income taxes paid, net $ 1,958 $ 3,276
========= =========
Interest paid $ 10,831 $ 7,150
========= =========
Contribution of stock to foundation $ 3,273 $ -
========= =========
See notes to consolidated financial statements.
6
ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)
NOTE A - ORGANIZATION
Roma Financial Corporation is a federally-chartered corporation organized in
January 2005 for the purpose of acquiring all of the capital stock that Roma
Bank issued in its mutual holding company reorganization. Roma Financial
Corporation's principal executive offices are located at 2300 Route 33,
Robbinsville, New Jersey 08691 and its telephone number at that address is (609)
223-8300.
Roma Financial Corporation, MHC is a federally-chartered mutual holding company
that was formed in January 2005 in connection with the mutual holding company
reorganization. Roma Financial Corporation, MHC has not engaged in any
significant business since its formation. So long as Roma Financial Corporation
MHC is in existence, it will at all times own a majority of the outstanding
stock of Roma Financial Corporation.
Roma Bank is a federally-chartered stock savings bank. It was originally founded
in 1920 and received its federal charter in 1991. Roma Bank's deposits are
federally insured by the Deposit Insurance Fund as administered by the Federal
Deposit Insurance Corporation. Roma Bank is regulated by the Office of Thrift
Supervision and the Federal Deposit Insurance Corporation. The Office of Thrift
Supervision also regulates Roma Financial Corporation, MHC and Roma Financial
Corporation as savings and loan holding companies.
Roma Bank offers traditional retail banking services, one-to four-family
residential mortgage loans, multi-family and commercial mortgage loans,
construction loans, commercial business loans and consumer loans, including home
equity loans and lines of credit. Roma Bank currently operates from its main
office in Robbinsville, New Jersey, and seven branch offices located in Mercer
and Burlington Counties, New Jersey. Roma Bank maintains a website at
www.romabank.com.
A Registration Statement on Form S-1 (File No. 333-132415), as amended, was
filed by Roma Financial Corporation (the "Company") with the Securities and
Exchange Commission pursuant to the Securities Act of 1933, as amended, relating
to the offering for sale of up to 8,538,750 shares (subject to increase to
9,819,652 shares) of its common stock. For a further discussion of the stock
offering, see the final prospectus as filed on May 23, 2006 with the Securities
and Exchange Commission pursuant to Rule 424 (b)(3) of the Rules and Regulations
of the Securities Act of 1933. The offering closed July 11, 2006 and the net
proceeds from the offering were approximately $96.1 million (gross proceeds of
$98.2 million for the issuance of 9,819,562 shares, less offering costs of
approximately $2.1 million). The Company also issued 22,584,995 shares to Roma
Financial Corporation, MHC and 327,318 shares to the Roma Bank Community
Foundation, Inc., resulting in a total of 32,731,875 shares issued and
outstanding after the completion of the offering. A portion of the proceeds were
loaned to the Roma Bank Employee Stock Ownership Plan (ESOP) to purchase 811,750
shares of the Company's stock at a cost of $8.1 million on July 11, 2006.
NOTE B - BASIS OF PRESENTATION
The consolidated financial statements include the accounts of Roma Financial
Corporation (the "Company"), its wholly-owned subsidiary, Roma Bank (the "Bank")
and the Bank's wholly-owned subsidiaries, Roma Capital Investment Co. (the
"Investment Co.") and General Abstract and Title Agency (the "Title Co."). All
significant inter-company accounts and transactions have been eliminated in
consolidation. These statements were prepared in accordance with instructions
for Form 10-Q and, therefore, do not include information or footnotes necessary
for a complete presentation of financial condition, results of operations, and
cash flows in conformity with generally accepted accounting principles in the
United States of America.
In the opinion of management, all adjustments, consisting of only normal
recurring adjustments or accruals, which are necessary for a fair presentation
of the consolidated financial statements have been made at and for the three and
nine month periods ended September 30, 2006 and 2005. The results of operations
for the three and nine month periods ended September 30, 2006 and 2005 are not
necessarily indicative of the results which may be expected for an entire fiscal
year or other interim periods.
The data in the consolidated statements of financial condition for December 31,
2005 were derived from the Company's Registration Statement on Form S-1 (File
No. 333-132415), as amended, filed with the Securities and Exchange Commission
pursuant to the Securities Act of 1933, as amended. That data, along with the
interim financial information presented in the consolidated statements of
financial condition, income and cash flows, should be read in conjunction with
the 2005 consolidated financial statements as presented in the Form S-1.
7
The Investment Co. was incorporated in the State of New Jersey effective
September 4, 2004, and began operations October 1, 2004. The Investment Co. is
subject to the investment company provisions of the New Jersey Corporation
Business Tax Act. The Title Co. was incorporated in the State of New Jersey
effective March 7, 2005 and commenced operations April 1, 2005.
The consolidated financial statements have been prepared in conformity with
accounting principles generally accepted in the United States of America. In
preparing the consolidated financial statements, management is required to make
estimates and assumptions that affect the reported amounts of assets and
liabilities as of the date of the consolidated statements of financial condition
and revenues and expenses for the periods then ended. Actual results could
differ significantly from those estimates.
A material estimate that is particularly susceptible to significant change
relates to the determination of the allowance for loan losses. The allowance for
loan losses represents management's best estimate of losses known and inherent
in the portfolio that are both probable and reasonable to estimate. While
management uses the most current information available to estimate losses on
loans, actual losses are dependent on future events and, as such, increases in
the allowance for loan losses may be necessary.
In addition, various regulatory agencies, as an integral part of their
examination process, periodically review the Bank's allowance for loan losses.
Such agencies may require the Bank to recognize additions to the allowance based
on their judgments about information available to them at the time of their
examinations.
NOTE C - CONTINGENCIES
The Company, from time to time, is a party to routine litigation that arises in
the normal course of business. In the opinion of management, the resolution of
such litigation, if any, would not have a material adverse effect on the
Company's consolidated financial position or results of operations.
NOTE D - EARNINGS PER SHARE
Earnings per share for the three months ended September 30, 2006 was calculated
by dividing net income by the weighted-average number of shares outstanding for
the period. Earnings per share was not meaningful for the nine month period
ended September 30, 2006, as the Company had publicly traded shares for a
limited period of time. Earnings per share was not meaningful for the three and
nine months ended September 30, 2005, as the Company had no publicly held shares
during the periods
NOTE E - STOCK BASED COMPENSATION
The Company had no stock-based compensation as of, or prior to, September 30,
2006, except as described below.
The Company has an Employee Stock Ownership Plan ("ESOP") for the benefit of
employees who meet the eligibility requirements as defined in the plan. The ESOP
trust purchased 811,750 shares of common stock as part of the stock offering
using proceeds of a loan from Roma Financial Corporation. The total cost of
shares purchased by the ESOP trust was $8.1 million, reflecting an average cost
per share of $ 10.00. The Bank will make cash contributions to the ESOP on a
quarterly basis sufficient to enable the ESOP to make the required loan payments
to Roma Financial Corporation. The loan bears an interest rate of 8% with
principal and interest payable in equal quarterly installments over a fifteen
year period. The loan is secured by the shares of the stock purchased.
Shares purchased with the loan proceeds are initially pledged as collateral for
the term loan and are held in a suspense account for future allocation among
participants. Contributions to the ESOP and shares released from the suspense
account will be allocated among the participants on the basis of compensation,
as described by the Plan, in the year of allocation. The Company accounts for
its ESOP in accordance with Statement of Position ("SOP") 93-6, "Employer's
Accounting for Employee Stock Ownership Plans", issued by the Accounting
Standards Division of the American Institute of Certified Public Accountants
("AICPA"). As shares are committed to be released from collateral, the Company
reports compensation expense equal to the current market price of the shares,
and the shares become outstanding for earnings per share computations. The
Company made its first loan payment in October 2006. The Company accrued ESOP
expense for the three and nine months ending September 30, 2006 of $204
thousand. As of September 30, 2006 the total amount of ESOP shares of 811,750
were unreleased. The Company's compensation expense for the ESOP was $204
thousand for the three and nine months ended September 30, 2006.
8
NOTE F - INVESTMENT SECURITIES
The following tables set forth the composition of our securities portfolio as of
September 30, 2006 and December 31, 2005 (in thousands):
September 30, 2006 December 31, 2005
------------------ -----------------
Amortized Fair Amortized Fair
Cost Value Cost Value
---- ----- ---- -----
Available for sale:
Mortgage-backed securities $ 1,699 $ 1,715 $ 121 $ 130
Obligations of state and local political
subdivisions 10,008 10,169 10,010 10,219
US Government Obligations 2,995 2,961 3,000 2,961
Equity Shares 3,629 3,939 50 50
Mutual Fund Shares 2,343 2,219 2,266 2,154
------- ------- ------- -------
Total $20,674 $21,003 $15,447 $15,514
======= ======= ======= =======
September 30, 2006 December 31, 2005
------------------ -----------------
Amortized Fair Amortized Fair
Cost Value Cost Value
---- ----- ---- -----
Investments held to maturity:
US Government Obligations $170,336 $167,899 $172,263 $168,647
Obligations of state and local political
subdivisions 1,605 1,642 815 837
-------- -------- -------- --------
Total $171,941 $169,541 $173,078 $169,484
======== ======== ======== ========
September 30, 2006 December 31, 2005
------------------ -----------------
Amortized Fair Amortized Fair
Cost Value Cost Value
---- ----- ---- -----
Mortgage-backed securities held to maturity:
GNMA $ 6,113 $ 6,089 $ 7,454 $ 7,450
FHLMC 78,598 77,036 80,155 78,972
FNMA 56,313 55,618 58,389 57,800
CMO's 5,428 5,258 4,103 3,889
-------- -------- -------- --------
Total $146,452 $144,001 $150,101 $148,111
======== ======== ======== ========
Securities held as available for sale have been adjusted to market value at
September 30, 2006 and December 31, 2005. Investments held to maturity and
mortgage-backed securities are recorded at amortized cost. The decline in market
values of these investments is due to interest rate changes, not credit risk.
The Company has the ability to, and intends to hold the investments until
maturity. Therefore, no impairment has been recorded.
9
NOTE G - LOANS RECEIVABLE, NET
Loans receivable, net at September 30, 2006 and December 31, 2005 were comprised
of the following (in thousands):
September 30, December 31,
2006 2005
-------- --------
Real estate mortgage loans:
Conventional 1-4 family $215,381 $191,634
Commercial and multi-family 66,345 53,614
-------- --------
281,726 245,248
-------- --------
-------- --------
Construction 9,406 20,020
-------- --------
Consumer:
Equity and second mortgages 126,961 118,318
Other 1,209 1,577
-------- --------
128,170 119,895
-------- --------
-------- --------
Commercial 3,696 2,351
-------- --------
Total loans 422,998 387,514
-------- --------
Less:
Allowance for loan losses 1,110 878
Deferred loan fees 238 269
Loans in process 7,097 7,659
-------- --------
8,445 8,806
-------- --------
Total loans receivable, net $414,553 $378,708
======== ========
NOTE H - DEPOSITS
A summary of deposits by type of account are summarized as follows (in
thousands):
September 30, 2006 December 31, 2005
------------------------- -------------------------
Weighted Weighted
Avg. Int. Avg. Int.
Amount Rate Amount Rate
------ ---- ------ ----
Demand:
Non-interest bearing checking $ 21,673 0.00% $ 20,661 0.00%
Interest bearing checking 96,829 0.54% 100,721 0.54%
-------- ---- -------- ----
118,502 0.42% 121,382 0.45%
Savings and club 188,001 0.92% 208,109 0.93%
Certificates of deposit 319,126 4.11% 314,322 3.48%
-------- ---- -------- ----
Total $625,629 2.43% $643,813 2.08%
======== ==== ======== ====
10
At September 30, 2006, the Company has contractual obligations for certificates
of deposit that mature as follows (in thousands):
One year or less $230,188
After one to three years 51,637
After three years 37,301
--------
Total $319,126
========
NOTE I - PREMISES AND EQUIPMENT
Premises and equipment consisted of the following (in thousands):
Estimated
Useful September 30, December 31,
Lives 2006 2005
--------- -------------- -------------
Land -future development - $ 1,054 $ 1,054
Construction in progress - 994 569
Land and land improvements - 5,271 5,271
Buildings and improvements 20-50 yrs 22,486 22,234
Furnishings and equipment 3-10 yrs. 6,741 6,331
------- -------
Total premises and equipment 36,546 35,459
Accumulated depreciation 7,658 6,780
------- -------
Total $28,888 $28,679
======= =======
NOTE J - FEDERAL HOME LOAN BANK ADVANCES
At September 30, 2006 and December 31, 2005, the Bank had outstanding Federal
Home Bank of New York advances as follows (in thousands):
September 30, 2006 December 31, 2005
--------------------- --------------------
Interest Interest
Amount Rate Amount Rate
------ ---- ------ ----
Maturing:
September 15, 2010 $8,330 4.49% $9,702 4.49%
====== ==== ====== ====
A schedule of principal payments is as follows (in thousands):
One year or less $1,839
More than one year through three years 3,934
More than three years through five years 2,557
------
$8,330
======
11
NOTE K - RETIREMENT PLANS
Components of net periodic pension cost are as follows ( in thousands):
Three Months Ended Nine Months Ended
September 30, September 30,
---------------- ------------------
2006 2005 2006 2005
----- ----- ----- -----
Service cost $ 86 $ 70 $ 258 $ 210
Interest cost 112 103 336 309
Expected return on plan assets (149) (127) (447) (381)
Transition (asset)/obligation - 6 - 18
Amortization of unrecognized net loss 17 8 51 24
Unrecognized past service liability 15 14 45 42
----- ----- ----- -----
Net periodic benefit expense $ 81 $ 74 $ 243 $ 222
===== ===== ===== =====
NOTE L - CONTRACTUAL OBLIGATIONS AND OFF-BALANCE SHEET ARRANGEMENTS
In the normal course of business, the Company enters into off-balance sheet
arrangements consisting of commitments to fund residential and commercial loans
and lines of credit. Outstanding loan commitments at September 30, 2006 were as
follows (in thousands):
September 30,
2006
----------
Residential mortgage loans 5,334
Commercial loans committed not closed 23,948
Commercial lines of credit 9,286
Consumer unused lines of credit 32,166
Commercial letters of credit 3,032
-------
$73,766
=======
ITEM 2 - Management's Discussion and Analysis of Financial Condition and Results
of Operations
This Form 10-Q contains forward-looking statements, which can be identified by
the use of words such as "believes," "expects," "anticipates," "estimates" or
similar expressions. Forward - looking statements include:
o Statements of our goals, intentions and expectations;
o Statements regarding our business plans, prospects, growth and operating
strategies;
o Statements regarding the quality of our loan and investment portfolios; and
o Estimates of our risks and future costs and benefits.
These forward-looking statements are subject to significant risks and
uncertainties. Actual results may differ materially from those contemplated by
the forward-looking statements due to, among others, the following factors:
o General economic conditions, either nationally or in our market area, that
are worse than expected;
o Changes in the interest rate environment that reduce our interest margins
or reduce the fair value of financial instruments;
o Our ability to enter into new markets and/or expand product offerings
successfully and take advantage of growth opportunities;
o Increased competitive pressures among financial services companies;
o Changes in consumer spending, borrowing and savings habits;
o Legislative or regulatory changes that adversely affect our business;
12
o Adverse changes in the securities markets;
o Our ability to successfully manage our growth; and
o Changes in accounting policies and practices, as may be adopted by the bank
regulatory agencies, the Financial Accounting Standards Board or the Public
Company Accounting Oversight Board.
Any of the forward-looking statements that we make in this report and in other
public statements we make may turn out to be wrong because of inaccurate
assumptions we might make, because of the factors illustrated above or because
of other factors that we cannot foresee. Consequently, no forward-looking
statement can be guaranteed.
Comparison of Financial Condition at September 30, 2006 and December 31, 2005
Total assets increased by $76.0 million to $873.8 million at September 30, 2006
compared to $797.8 million at December 31, 2005. The Company's offering
completed in July 2006, resulted in a net infusion of funds in the amount of
$72.8 million, $98.2 million, net of issuance expenses and ESOP shares, less
$15.2 million in Bank's depositors' funds utilized for stock purchases.. Of this
amount $38.0 million was initially invested in overnight funds and the remainder
was used to fund new loan originations and to repay overnight debt.
Deposits
Total deposits decreased by $18.2 million ( 2.8%) to $625.6 million at September
30, 2006 compared to $643.8 million at December 31, 2005. Demand deposits
decreased $2.9 million. Savings and club accounts decreased $20.1 million and
certificates of deposit increased $4.8 million. The decline in deposits is
primarily due to $15.2 million of deposits used by the Bank's depositors to
purchase shares of the Company's stock in the stock offering completed in July
2006.
Investments (Including Mortgage-Backed Securities)
The investment portfolio increased by $.6 million to $339.3 million at September
30, 2006 compared to $338.7 million at December 31, 2005. Securities available
for sale increased by $5.5 million to $21.0 million at September 30, 2006
compared to $15.5 million at December 31, 2005. This increase was primarily due
to the purchase of an equity security for $3.6 million. Investments held to
maturity decreased $1.2 million to $171.9 million at September 30, 2006 compared
to $173.1 million at December 31, 2005. This decrease was due to maturities and
calls that were not reinvested in long term investments. Mortgage backed
securities decreased $3.7 million to $146.4 million at September 30, 2006
compared to $150.0 million at December 31, 2005. This decrease was primarily due
to scheduled principal repayments. The continuation of the flat yield curve
continued to make short-term investments a more attractive option during the
period.
Other Assets
All other categories of assets remained relatively stable with an increase of
$1.5 million from December 31, 2005 to September 30, 2006.
Borrowed Money
The $1.4 million reduction in advances from the Federal Home Loan Bank of NY
(FHLBNY) during the nine months ended September 30, 2006 is due to regularly
scheduled principal payments. At September 30, 2006, the Bank's outstanding
FHLBNY advances totaled $8.3 million compared to $9.7 million at December 31,
2005.
Loans
Net loans increased by $35.9 million ( 9.4%) to $414.6 million at September 30,
2006 from $378.7 million at December 31, 2005. The increase was primarily in
one- to- four family mortgage loans, which benefited from a special promotion
during March 2006. This category increased by $23.8 million to $215.4 million at
September 30, 2006 compared to $191.6 million at December 31, 2005. Home equity
loans increased by $8.7 million (7.4%) over December 31, 2005 to reach $127.0
million at September 30, 2006. Residential loan demand has slackened rather
dramatically, reflecting the general decline in the sale of new and existing
housing units. Commercial and multi-family real estate, commercial and
construction loans increased modestly, on a combined basis $3.5 million to $79.4
million at September 30, 2006.
13
Comparison of Operating Results for the Three Months Ended September 30, 2006
and 2005
General
The Company recorded net income of $101 thousand for the quarter ended September
30, 2006 compared to a net income of $1.9 million for the prior year period. The
decrease in net income was the result of a contribution, net of tax benefits, of
$2.1 million to establish the Roma Bank Community Foundation as part of the
Company's initial public offering. The impact of this expense was mitigated
somewhat by approximately $.5 million of interest income earned on the
investment of the proceeds from the stock issuance. Without the net effect of
this interest and the contribution the net income, for the three months ended
September 30, 2006 and 2005 were comparable The flat yield curve continued to
negatively impact the Company's margins..
Interest Income
Interest income increased by $1.9 million to $10.7 million for the three months
ended September 30, 2006 compared to $8.8 million for the three months ended
September 30, 2005. Interest income from mortgages increased $.3 million from
period to period primarily due to increases in the mortgage portfolio in March
and April of 2006. Interest income from equity loans increased $.4 million which
was primarily due to a $15.1 million increase in equity loans from September 30,
2005 to September 30, 2006. Interest income from commercial loans increased $.5
million which is reflective of a $18.8 increase in commercial loans. Interest
income from investments increased $.8 million which was primarily due to the
increase in overnight funds related to the stock offering. The average portfolio
yields for the three months ended September 30, 2006 on loans and investments
were 6.16% and 4.45% respectively, compared to 5.83% and 4.05% for the same
period in 2005.
Interest Expense
Interest expense increased by $1.0 million to $3.8 million for the three months
ended September 30, 2006 compared to $2.8 million for the three months ended
September 30, 2005. The increase was primarily due to a $.9 million increase in
interest on deposits. This increase is a result of competitive higher interest
rates, offset by the decrease in deposits. The weighted average interest rate on
deposits increased 35 basis points to 2.43% as of September 30, 2006. The Bank
also borrowed funds from the Federal Home Loan Bank in September of 2005 as a
five year fixed rate advance. Interest expense on borrowed funds increased by
$48 thousand from quarter to quarter.
Provision for Loan Losses
The loan loss provision for the quarter ended September 30, 2006 was $97
thousand compared to $82 thousand for the same period in 2005. The increase is
reflective of the growth in the loan portfolio and a 25 basis point increase in
the rate used to calculate the provision for newly originated secured commercial
loans effective January 2006. The ratio of non-performing loans to total loans
increased to .85% at September 30, 2006 compared to .15% at September 30, 2005.
Non-Interest Income
Non-interest income decreased minimally for the quarter ended September 30, 2006
compared to the same period in the prior year. Income from fees related to
deposits increased $100 thousand from quarter to quarter which is primarily due
to fees related to overdraft protection which was instituted in August of 2006.
This increase was offset by a decrease of $42 thousand in other non-interest
income and a decrease of $56 thousand in income from commissions on the sale of
title policies.
Non-Interest Expense
Non-interest expense doubled to $7.8 million for the three months ended
September 30, 2006 compared to $3.9 million for the three months ended September
30, 2005. The increase was primarily due to funding the Roma Bank Community
Foundation with a contribution of $3.3 million of the Company's stock and a $.2
million cash contribution. Salaries and related employee benefits increased by
$.3 million to $2.5 million compared to $2.2 million in the prior year. Net
occupancy expense increased $.1 million to $.4 million compared to $.3 million
in the prior year. The increases in compensation and occupancy expense were
primarily related to the opening of the Company's eighth branch and corporate
headquarters in September of 2005.
14
Income Taxes
Income tax expense decreased $1.2 million due to a tax benefit of $.1 million
for the quarter ended September 30, 2006 compared to a $1.0 million expense for
the quarter ended September 30, 2005. The decrease was primarily caused by the
tax benefit from the contribution to the Roma Bank Community Foundation.
Comparison of Operating Results for the Nine Months Ended September 30, 2006 and
2005
General
During the nine months ended September 30, 2006, a flat yield curve continued to
negatively impact the Company's margins, putting a strain on net interest income
and contributing to a decline in net income compared to the same period in 2005.
Net income decreased by $2.9 million to $3.0 million for the nine months ended
September 30, 2006 from $5.9 million for the same period in 2005. The decrease
was primarily due to the impact of a $2.1 million net contribution after tax
benefits to the Roma Bank Community Foundation, Inc. Net interest income
increased $.9 million from period to period. Compensation, occupancy and
equipment expenses increased $2.0 million primarily due to the opening of the
Company's eighth branch and corporate headquarters in September of 2005.
Interest Income
Interest income increased by $4.5 million to $29.9 million in the current nine
month period compared to $25.3 million in the same period last year. Interest
income from equity loans increased by $1.5 million to $5.5 million compared to
$4.6 million. This increase was primarily due to a $15.1 million increase in the
balance of equity loans from period to period. Interest income from commercial
loans increased by $1.5 million to $3.7 million compared to $2.2 million. This
increase was primarily due to a $18.8 million increase in the commercial loan
portfolio between September 30, 2005 and September 30, 2006. Interest income
from mortgage backed securities and investments increased by $1.6 million to
$11.7 million compared to $10.1 million. The increase in interest income from
investments was due to higher interest rates and approximately $.5 million
earned on funds raised by the stock offering. Prevailing interest rates
increased during the current nine month period compared to last year,
consequently the average portfolio yields for the nine months ended September
30, 2006 on loans and investments were 6.16% and 4.52% respectively, compared to
5.83% and 4.05% for the same period in 2005.
Interest Expense
Interest expense increased by $3.6 million to $11.1 million for the nine months
ended September 30, 2006 compared to $7.5 million for the nine months ended
September 30, 2005. Interest expense on deposits increased $3.3 million to $10.7
million compared to $7.4 million for the same period in the prior year. This
increase was primarily due to higher interest rates offset by a decrease in
average deposits The interest rates on checking and savings accounts remained
relatively stable from year to year. The weighted average interest rates on
certificates of deposit increased 35 basis points from year to year.
Additionally, the Company borrowed funds from the Federal Home Loan Bank in
September of 2005 in the form of a five year fixed rate advance, and had other
overnight and short-term borrowings from the Federal Home Loan Bank during the
first nine months of 2006. There were no similar borrowings in the 2005 period.
Provision for Loan Losses
The provision for loan losses was $233 thousand for the nine months ended
September 30, 2006 compared to a recovery of $21 thousand during the nine months
ended September 30, 2005. The increase is reflective of the significant growth
in the loan portfolio and a 25 basis point increase, effective January 2006, in
the provision for secured commercial loan originations. As a result, the ratio
of non-performing loans to total loans increased from .15% at September 30, 2005
to .85% at September 30, 2006. The negative provision for loan losses for the
nine months ended September 30, 2005 was due to an improvement in the
classification of loans which permitted the partial recovery of previous
provisions.
Non-Interest Income
Non-interest income increased by $.5 million to $2.6 million for the nine months
ended September 30, 2006 compared to $2.1 million for the nine months ended
September 30, 2005. Revenues generated by General Abstract & Title Agency, which
was acquired in March of 2005, represented $.3 million of the increase. Fees and
service charges on deposits increased $.1 million. This was primarily due to the
introduction of an overdraft protection program in August 2006.
15
Non-Interest Expense
Non-interest expense increased by $5.6 million to $16.5 million for the nine
months ended September 30, 2006 compared to $10.9 million for the nine months
ended September 30, 2005. This increase was primarily due to a cash contribution
of $.2 million and a stock contribution of $3.3 million to the Roma Bank
Community Foundation as part of the public offering. Salaries and employee
benefits, occupancy and equipment aggregated $2.0 million of the increase. The
increase in these categories is primarily related to the opening of an eighth
branch office and corporate headquarters in September of 2005 and the
acquisition of General Abstract & Title Agency in March of 2005.
Income Taxes
Income tax expense decreased by $1.7 million to $1.4 million for the nine months
ended September 30, 2006 compared to $3.1 million for the nine months ended
September 30, 2005. The decrease in income tax expense was primarily due to
recognizing the anticipated tax benefits from the contribution to the Roma Bank
Community Foundation.
Critical Accounting Policies
Critical accounting policies are defined as those that are reflective of
significant judgments and uncertainties, and could potentially result in
materially different results under different assumptions and conditions. We
believe that the most critical accounting policy upon which our financial
condition and results of operation depend, and which involves the most complex
subjective decisions or assessments, is the allowance for loan losses.
The allowance for loan losses is the amount estimated by management as necessary
to cover credit losses in the loan portfolio both probable and reasonably
estimable at the balance sheet date. The allowance is established through the
provision for loan losses which is charged against income. In determining the
allowance for loan losses, management makes significant estimates and has
identified this policy as one of our most critical. The methodology for
determining the allowance for loan losses is considered a critical accounting
policy by management due to the high degree of judgment involved, the
subjectivity of the assumptions utilized and the potential for changes in the
economic environment that could result in changes to the amount of the recorded
allowance for loan losses.
As a substantial amount of our loan portfolio is collateralized by real estate,
appraisals of the underlying value of property securing loans is critical in
determining the amount of the allowance required for specific loans. Assumptions
for appraisals are instrumental in determining the value of properties. Overly
optimistic assumptions or negative changes to assumptions could significantly
affect the valuation of a property securing a loan and the related allowance
determined. The assumptions supporting such appraisals are carefully reviewed by
management to determine that the resulting values reasonably reflect amounts
realizable on the related loans.
Management performs a monthly evaluation of the adequacy of the allowance for
loan losses. We consider a variety of factors in establishing this estimate
including, but not limited to, current economic conditions, delinquency
statistics, geographic and industry concentrations, the adequacy of the
underlying collateral, the financial strength of the borrower, results of
internal loan reviews and other relevant factors. This evaluation is inherently
subjective as it requires material estimates by management that may be
susceptible to significant change based on changes in economic and real estate
market conditions.
The evaluation has a specific and general component. The specific component
relates to loans that are delinquent or otherwise identified as problem loans
through the application of our loan review process. All such loans are evaluated
individually, with principal consideration given to the value of the collateral
securing the loan. Specific allowances are established as required by this
analysis. The general component is determined by segregating the remaining loans
by type of loan. We also analyze historical loss experience, delinquency trends,
general economic conditions and geographic and industry concentrations. This
analysis establishes factors that are applied to the loan groups to determine
the amount of the general component of the allowance for loan losses.
Actual loan losses may be significantly more than the allowances we have
established which could have a material negative effect on our financial
results.
Intangible assets of the Company, consist of goodwill. Goodwill represents the
excess of the purchase price over the estimated fair value of identifiable net
assets acquired through purchase acquisitions. In accordance with SFAS No. 142,
goodwill with an indefinite useful life is not amortized, but is evaluated for
impairment on an annual basis.
The Company uses the asset and liability method of accounting for income taxes.
Under this method, deferred tax assets and liabilities are recognized for the
future tax consequences attributable to differences between the financial
statement carrying amounts of existing assets and liabilities and their
respective tax basis. Deferred tax assets and
16
liabilities are measured using enacted tax rates expected to apply to taxable
income in the years in which those temporary differences are expected to be
recovered or settled. If current available information raises doubt as to the
realization of the deferred tax assets, a valuation allowance is established.
The Company considers the determination of this valuation allowance to be a
critical accounting policy because of the need to exercise significant judgment
including projections of future taxable income. These judgments and estimates
are reviewed on a continual basis as regulatory and business factors change. A
valuation allowance for deferred tax assets may be required if the amount of
taxes recoverable through loss carry-back declines, or if the Company projects
lower levels of future taxable income. Such a valuation allowance would be
established through a charge to income tax expense, which would adversely affect
the Company's operating results.
New Accounting Pronouncements
In March 2006, the Financial Accounting Standards Board ("FASB") issued SFAS No.
156, Accounting for Servicing of Financial Assets. SFAS No. 140, Accounting for
Transfers and Servicing of Financial Assets and Extinguishments of Liabilities,
establishes, among other things, the accounting for all separately recognized
servicing assets and servicing liabilities. SFAS No. 156 amends SFAS No. 140 to
require that all separately recognized servicing assets and liabilities be
initially measured at fair value, if practicable. SFAS No. 156 permits, but does
not require, the subsequent measurement of separately recognized servicing
assets and servicing liabilities at fair value. An entity that uses derivative
instruments to mitigate the risks inherent in servicing assets and servicing
liabilities is required to account for those derivative instruments at fair
value. Under SFAS No. 156, an entity can elect subsequent fair value measurement
to account for its separately recognized servicing assets and servicing
liabilities. By electing that option, an entity may simplify its accounting
because SFAS No. 156 permits income statement recognition of the potential
offsetting changes in fair value of those servicing assets and servicing
liabilities and derivative instruments in the same accounting period. SFAS No.
156 is effective in the first fiscal year beginning after September 15, 2006
with earlier adoption permitted. The Company does not expect the adoption of
SFAS No. 156 to have a material impact on its financial statements.
In July 2006, the FASB issued FASB Interpretation No. 48, Accounting for
uncertainty in Income Taxes ("FIN48"). FIN 48 establishes a recognition
threshold and measurement for income tax positions recognized in an enterprise's
financial statements in accordance with SFAS No. 109, Accounting for Income
Taxes. FIN 48 also prescribes a two-step evaluation process for tax positions.
The first step is recognition and the second is measurement. For recognition, an
enterprise judgmentally determines whether it is more-likely-than-not that a tax
position will be sustained upon examination, including resolution of related
appeals or litigation processes, based on the technical merits of the position.
If the tax position meets the more-likely-than-not recognition threshold it is
measured and recognized in the financial statements as the largest amount of tax
benefit that is greater than 50% likely of being realized. If a tax position
does not meet the more-likely-than-not recognition threshold, the benefit of
that position is not recognized in the financial statements.
Tax positions that meet the more-likely-than-not recognition threshold at the
effective date of FIN 48 may be recognized or, continue to be recognized, upon
adoption of this Interpretation. The cumulative effect of applying the
provisions of FIN 48 shall be reported as an adjustment to the opening balance
of retained earnings for that fiscal year. FIN 48 is effective for fiscal years
beginning after December 15, 2006. Accordingly, the Company plans to adopt FIN
48 on January 1, 2007. The Company is evaluating the impact of adoption of FIN
48 and is unable, at this time, to quantify the impact, if any, to retained
earnings at the time of adoption.
In September of 2006 the Financial Accounting Standards Board issued FASB No.
158, Employers' Accounting for Defined Benefit Pension and Other Postretirement
Plans. FASB No. 158 amend FASB Statements No. 87, 88, 106 and 132(R). This
Statement requires employers to recognize the overfunded or underfunded status
of a defined benefit postretirement plan as an asset or liability in its
statement of financial position and to recognize changes in that funded status
in the year in which the changes occur through comprehensive income.
The Statement requires that a business entity recognize the funded status of a
benefit plan- measures as the difference between plan assets at fair value (with
limited exception) and the benefit obligation in its statement of position. It
requires a business entity to recognize as a component of other comprehensive
income, net of tax, the gains recognized as components of net periodic benefit
cost pursuant to FASB Statement No. 87, Employers' Accounting for Pensions, or
NO. 106, Employers' Accounting for Postretirement Benefits Other Than Pensions.
The defined benefit assets and obligations are measured as of the date of the
employers' fiscal year end statement of position. The business entity is
required to disclose in the notes to the financial statements additional
information about certain effects on net periodic benefit costs for the next
fiscal year that arise from delayed recognition of the gains or losses, prior
service costs or credits, and transition assets or obligations.
17
The required date of adoption of the recognition and disclosure provisions of
this Statement for employers that are deemed to have publicly traded equity
securities is as of the date of the employer's fiscal year end statement of
position for fiscal years ending after December 15, 2006, earlier application or
measurement is encouraged. Accordingly, the Company plans to adopt FASB No. 158
for the fiscal year ending December 31, 2006. The Company is evaluating the
impact of adoption of FASB No. 158 and is unable, at this time, to quantify the
impact, if any, to the statement of position at the time of adoption.
ITEM 3 - Quantitative and Qualitative Disclosures About Market Risk
Asset and Liability Management
The majority of the Company's assets and liabilities are monetary in nature.
Consequently, the Company's most significant form of market risk is interest
rate risk. The Company's assets, consisting primarily of mortgage loans, have
generally longer maturities than the Company's liabilities, consisting primarily
of short-term deposits. As a result, a principal part of the Company's business
strategy is to manage interest rate risk and reduce the exposure of its net
interest income to changes in market interest rates. Management of the Company
does not believe that there has been a material adverse change in market risk
during the three and nine months ended September 30, 2006.
Net Portfolio Value
The Company's interest rate sensitivity is monitored by management through the
use of the OTS model which estimates the change in the Company's net portfolio
value ("NPV") over a range of interest rate scenarios. NPV is the present value
of expected cash flows from assets, liabilities, and off-balance sheet
contracts. The NPV ratio, under any interest rate scenario, is defined as the
NPV in that scenario divided by the market value of assets in the same scenario.
The OTS produces its analysis based upon data submitted on the Company's
quarterly Thrift Financial Reports. The following table sets forth the Company's
NPV as of June 30, 2006, the most recent date the NPV was calculated by the OTS
(in thousands):
Change In NPV as Percent of Portfolio
Interest rates NPV Value of Assets
----------------------------------------------- -------------------------------
In Basis Points Dollar Percent NPV Change in
Basis
(Rate Shock) Amount Change Change Ratio Points
------------------ ------------- ------------ ------------ ------------- --------------
+300bp 154,508 (29,150) -16% 16.24% - 235bp
+200bp 164,508 (19,349) -11% 17.05% - 154bp
+100bp 174,210 (9,448) -5% 17.85% - 74bp
0bp 183,658 - 0% 18.59% -
-100bp 192,054 8,396 5% 19.22% + 63bp
-200bp 195,347 11,689 6% 19.42% + 84bp
Management of the Company believes that there has not been a material adverse
change in the market risk during the three months ended September 30, 2006.
ITEM 4 - Controls and Procedures
An evaluation was performed under the supervision, and with the participation of
the Company's management, including the Chief Executive Officer and Chief
Financial Officer, of the effectiveness of the design and operation of the
Company's disclosure controls and procedures (as defined in Rule l3a-l5(e)
promulgated under the Securities Exchange Act of 1934, as amended) as of
September 30, 2006. Based on such evaluation, the Company's Chief Executive
Officer and Chief Financial Officer have concluded that the Company's disclosure
controls and procedures are effective as of September 30, 2006.
18
No change in the Company's internal controls over financial reporting (as
defined in Rule l3a-l5(f) promulgated under the Securities Exchange Act of 1934,
as amended) occurred during the most recent fiscal quarter that has materially
affected, or is reasonably likely to materially affect, the Company's internal
control over financial reporting.
PART II - OTHER INFORMATION
ITEM 1 - Legal Proceedings
There were no material pending legal proceedings at September 30, 2006
to which the Company or its subsidiaries is a party other that ordinary
routine litigation incidental to their respective businesses.
ITEM 1A - Risk Factors
This item is not yet applicable to the Company because the Company has
not yet filed an annual report on Form 10-K.
ITEM 2 - Unregistered Sales of Equity Securities and Use of Proceeds
Not Applicable
ITEM 3 - Defaults Upon Senior Securities
None
ITEM 4 - Submission of Matters to a Vote of Security Holders
None
ITEM 5 - Other Information
None
ITEM 6 - Exhibits
31 Certifications of the Chief Executive Officer and Chief Financial
Officer pursuant to Rule 13a-14(a)
32 Certifications of Chief Executive Officer and Chief Financial
Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant
to Section 906 of the Sarbanes-Oxley Act of 2002
19
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ROMA FINANCIAL CORPORATION
(Registrant)
Date: November 10, 2006 /s/Peter A. Inverso
----------------------------------------
Peter A. Inverso
President and Chief Executive Officer
Date: November 10, 2006 /s/Sharon L. Lamont
----------------------------------------
Sharon L. Lamont
Chief Financial Officer
20