10-Q/A 1 f10qa_063013-0375.htm FORM 10-QA 6-30-13 ROMA FINANCIAL CORPORATION f10qa_063013-0375.htm
UNITED STATES
 SECURITIES AND EXCHANGE COMMISSION
Washington, D.C.  20549

FORM 10-Q/A
(Amendment No. 1)
 
(Mark One)
       
 
X
 
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
     
EXCHANGE ACT OF 1934
       
 
For the quarterly period ended
June 30, 2013
       
 
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 has submitted electronically and posted on its corporate web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding twelve months (or for such shorter period that the registrant was required to submit and post such files).
Yes [  X ]   No [   ] 
 
 
        Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company.  See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act (Check one): Large accelerated filer [   ]Accelerated filer [ X ]
 
                Non-accelerated filer [   ]                        Smaller reporting company [   ]
 
   
 
        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, August 08, 2013:
       
 
$0.10 par value common stock  -  30,166,769 shares outstanding


 
 

 

EXPLANATORY NOTE

Roma Financial Corporation (the “Company”) is filing this Amendment No. 1 to its Quarterly Report on Form 10-Q for the quarter ended June 30, 2013 as filed with the Securities and Exchange Commission on August 9, 2013 to correct several typographical errors in Items 1, 2 and 3 of the filed version.  In accordance with Rule 12b-15, the complete text of these items, as corrected, is included in this Form 10-Q/A.  This Form 10-Q/A does not otherwise, update, amend or change the Form 10-Q and should be read as though filed as of the original filing date of the Form 10-Q.
 
ROMA FINANCIAL CORPORATION AND SUBSIDIARIES

INDEX

   
Page
 
   
Number
 
PART I - FINANCIAL INFORMATION
     
       
Item 1:
Financial Statements
     
         
 
Consolidated Statements of Financial Condition
 
3
 
 
at June 30, 2013 and December 31, 2012 (Unaudited)
     
         
 
Consolidated Statements of Income for the Three and Six Months Ended
 
4
 
 
June 30, 2013 and 2012 (Unaudited)
 
 
 
         
  Consolidated Statements of Comprehensive Income (Loss) for the Three and Six    5  
 
Months Ended June 30, 2013 and 2012 (Unaudited)
     
         
 
Consolidated Statements of Changes in Stockholders’ Equity for the Six
 
6
 
 
Months Ended June 30, 2013and 2012 (Unaudited)
     
         
 
Consolidated Statements of Cash Flows for the Six Months
 
7
 
 
Ended June 30, 2013 and 2012 (Unaudited)
     
         
 
Notes to Consolidated Financial Statements (Unaudited)
 
9
 
         
Item 2:
Management’s Discussion and Analysis of
 
43
 
 
Financial Condition and Results of Operations
     
       
Item 3:
Quantitative and Qualitative Disclosure About Market Risk
 
48
 
       
Item 4:
Controls and Procedures
 
49
 
       
       
PART II - OTHER INFORMATION
 
50
 
       
      Item 1:      Legal Proceedings
 
      Item 1A:   Risk Factors
 
      Item 2:      Unregistered Sales of Equity Securities and Use of Proceeds
 
      Item 3:      Defaults Upon Senior Securities
 
      Item 4:      Mine Safety Disclosures
 
      Item 5:      Other Information
 
      Item 6:      Exhibits
 
 
 
 
SIGNATURES
 
51
 
       

 
 
2

 

ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
(Unaudited)
 
    June 30,
2013
    December 31,
2012
 
    (In thousands, except per share datea)  
 Assets  
                 
Cash and amounts due from depository institutions
  $ 21,960     $ 18,523  
Interest-bearing deposits in other banks
    132,790       93,073  
Money market funds
    1,012       32,855  
Cash and Cash Equivalents
    155,762       144,451  
Investment securities available for sale (“AFS”) at fair value
    26,170       28,921  
Investment securities held to maturity (“HTM”) at amortized cost (fair value of $95,632 and  $129,488, respectively)
    96,920       127,916  
Mortgage-backed securities held to maturity at amortized cost (fair value of $307,126 and $363,918, respectively)
    299,426       343,318  
Loans receivable, net of allowance for loan losses of $8,916 and $8,669, respectively
    1,024,177       1,037,404  
Real estate and other repossessed assets owned
    6,062       8,340  
Real estate held for sale
    138       1,627  
Real estate owned via equity investment
    3,731       3,783  
Premises and equipment, net
    47,566       46,982  
Federal Home Loan Bank of New York and ACBB stock
    9,159       9,002  
Accrued interest receivable
    4,801       5,474  
Bank owned life insurance
    35,134       34,587  
Goodwill
    1,826       1,826  
Deferred tax asset
    13,545       14,229  
Other assets
    7,243       6,280  
                Total Assets
  $ 1,731,660     $ 1,814,140  
Liabilities and Stockholders’ Equity
 
 
Liabilities
 
Deposits:
           
   Non-interest bearing
  $ 78,905     $ 71,287  
   Interest bearing
    1,328,948       1,413,282  
         Total deposits
    1,407,853       1,484,569  
Federal Home Loan Bank of New York advances
    47,323       52,385  
Securities sold under agreements to repurchase
    40,000       40,000  
Advance payments by borrowers for taxes and insurance
    3,784       3,433  
Accrued interest payable and other liabilities
    15,503       18,144  
Total Liabilities
    1,514,463       1,598,531  
Stockholders’ Equity
               
Common stock, $0.10 par value, 45,000,000 shares authorized, 32,731,875 shares issued;
               
    30,166,769 and 30,116,769 shares outstanding at June 30, 2013 and December 31, 2012, respectively
    3,274       3,274  
Paid-in capital
    101,240       101,002  
Retained earnings
    157,640       156,618  
Unearned shares held by Employee Stock Ownership Plan
    (4,329 )     (4,599 )
Treasury stock, 2,565,106 and 2,615,106 shares, respectively
    (36,555 )     (37,098 )
Accumulated other comprehensive loss
    (6,094 )     (5,598 )
         Total Roma Financial Corporation stockholders’ equity
    215,176       213,599  
Noncontrolling interest
    2,021       2,010  
Total Stockholders’ Equity
    217,197       215,609  
Total Liabilities and Stockholders’ Equity
  $ 1,731,660     $ 1,814,140  
See notes to consolidated financial statements.

 
3

 
ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
 
    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2013     2012     2013     2012  
    (In thousands, except per share data)     (In thousands, except per sare ata)  
Interest Income
                               
Loans, including fees
  $ 11,612     $ 11,854     $ 23,597     $ 23,880  
Mortgage-backed securities held to maturity
    2,618       3,862       5,400       7,916  
Investment securities held to maturity
    419       954       933       2,204  
Securities available for sale
    88       9       209       235  
Other interest-earning assets
    140       136       298       250  
Total Interest Income
    14,877       16,815       30,437       34,485  
 
Interest Expense
Deposits
    2,221       3,233       4,626       6,896  
Borrowings
    652       947       1,322       1,633  
Total Interest Expense
    2,873       4,180       5,948       8,529  
                                 
Net Interest Income
    12,004       12,635       24,489       25,956  
                                 
Provision for  loan losses
    344       1,389       202       2,652  
                                 
Net Interest Income after Provision for Loan Losses
    11,660       11,246       24,287       23,304  
 
Non-Interest Income
                               
Commissions on sales of title policies
    251       275       492       516  
Fees and service charges on deposits and loans
    315       463       574       859  
Income from bank owned life insurance
    346       357       687       709  
Net gain from sale of mortgage loans originated for sale
    228       485       484       798  
Net gain from sale of available for sale securities
    -       13       1       13  
Realized gain (loss) on real estate held for sale
    -       -       581       (3 )
Realized (loss) on real estate owned
    (96 )     (4 )     (508 )     (4 )
Other
    379       489       773       909  
                                 
Total Non-Interest Income
    1,423       2,078       3,084       3,797  
 
Non-Interest Expense
                               
Salaries and employee benefits
    6,139       6,375       12,710       12,740  
Net occupancy expense of premises
    1,102       1,147       2,230       2,262  
Equipment
    891       884       1,834       1,786  
Data processing fees
    611       585       1,102       1,122  
Federal Deposit Insurance Premium
    553       538       1,269       958  
Commercial and residential loan expense
    707       575       926       1,460  
Merger expense
    672       -       953       -  
Loss on returned items
    1,802       -       1,802       -  
Other
    1,326       1,970       3,012       3,426  
Total Non-Interest Expense
    13,803       12,074       25,838       23,754  
                                 
(Loss) Income Before Income Taxes
    (720 )     1,250       1,533       3,347  
                                 
Income Tax (BENEFIT) EXPENSE
    (393 )     334       470       961  
                                 
Net income
    (327 )     916       1,063       2,386  
Plus: net gain attributable to the noncontrolling interest
    (28 )     (20 )     (41 )     (74 )
Net Income attributable to Roma Financial Corporation
  $ (355 )   $ 896     $ 1,022     $ 2,312  
Net income attributable to Roma Financial Corporation per common share
                               
       Basic and Diluted
  $ (0.01 )   $ 0.03     $ 0.03     $ 0.08  
     Dividends Declared Per Share
  $ 0.00     $ 0.04     $ 0.00     $ 0.12  
Weighted Average Number of Common
        Shares Outstanding
                               
      Basic
    29,679,769       29,801,882       29,670,649       29,806,678  
      Diluted
    29,679,769       29,801,882       29,802,355       29,806,678  
See notes to consolidated financial statements.

 
4

 

ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME (LOSS)
(Unaudited)
 
    Three Months Ended
June 30,
    Six Months Ended
June 30,
 
    2013     2012     2013     2012  
    (In thousands)     (In thousands)  
                                 
Net Income (loss)
  $ (327 )   $ 916     $ 1,063     $ 2,386  
Other comprehensive income (loss):
                   
Unrealized holding gains on available for sale securities:
                   
Unrealized holding (losses) gains arising during the period
    (793 )     259       (910 )     294  
Less:  reclassification adjustment for (gains) included in net income
    -       (13 )     (1 )     (13 )
Net realized (loss) gain on securities available for sale
    (793 )     246       (911 )     281  
Tax effect
    335       (105 )     385       (120 )
                     
Other comprehensive (loss) income, net of tax
    (458 )     141       (526 )     161  
                     
Comprehensive (loss) income   $ (785 )   1,057     $  537      2,547  
Comprehensive income attributable to the noncontrolling interest
    (2 )     (27 )     (11 )     (106 )
                     
Comprehensive (loss) income attributable to Roma Financial Corporation
  $ (787 )   $ 1,030     $ 526     $ 2,441  
                                 
See notes to consolidated financial statements.

 
5

 

ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS' EQUITY
(Unaudited)
(In thousands)

 
 
 
 
 
Common Stock
Shares Amount
   
 
 
 
 
Paid-In
Capital
   
 
 
 
 
 
Retained
Earnings
   
 
 
Unearned
Shares Held By ESOP
   
 
 
Accumulated
Other Comprehensive 
(Loss)
   
 
 
 
 
Treasury
Stock
   
 
 
 
 
Noncontrolling
Interest
   
 
 
 
 
 
Total
 
Balance December 31, 2011
  30,321   $ 3,274     $ 100,310     $ 157,669     $ (5,141 )   $ (4,637 )   $ (35,335 )   $ 1,855     $ 217,995  
Net income for the six months
                                                                   
  ended June 30, 2012
  -     -       -       2,312       -       -       -       74       2,386  
Other comprehensive income, net
  -     -       -       -       -       129       -       32       161  
Vesting of restricted stock
  49     -       (521 )     -       -       -       521       -       -  
Dividends declared and paid
  -     -       -       (1,706 )     -       -       -       -       (1,706 )
Treasury shares repurchased
  (74   -       -       -       -       -       (644 )     -       (644 )
Stock-based compensation
  -     -       642       -       -       -       -       -       642  
ESOP shares earned
  -     -       (13 )     -       270       -       -       -       257  
Balance June 30, 2012
  30,296   $ 3,274     $ 100,418     $ 158,275     $ (4,871 )   $ (4,508 )   $ (35,458 )   $ 1,961     $ 219,091  
                                                                     
Balance December 31, 2012
  30,116   $ 3,274     $ 101,002     $ 156,618     $ (4,599 )   $ (5,598 )   $ (37,098 )   $ 2,010     $ 215,609  
Net income for the six months
                                                                   
  ended June 30, 2012
  -     -       -       1,022       -       -       -       41       1,063  
Other comprehensive loss, net
  -     -       -       -       -       (496 )     -       (30 )     (526 )
Vesting of restricted stock
  50     -       (543 )     -       -       -       543       -       -  
Stock-based compensation
  -     -       612       -       -       -       -       -       612  
ESOP shares earned
  -     -       169       -       270       -       -       -       439  
Balance June 30, 2013
  30,166   $ 3,274     $ 101,240     $ 157,640     $ (4,329 )   $ (6,094 )   $ (36,555 )   $ 2,021     $ 217,197  
 
See notes to consolidated financial statements


 
6

 

ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
 
    Six Months Ended
June 30,
 
    2013     2012  
    (In thousands)  
Cash Flows from Operating Activities
               
Net income
  $ 1,063     $ 2,386  
Adjustments to reconcile net income to net cash provided by operating activities:
               
Depreciation and amortization
    1,217       1,116  
Amortization of premiums and accretion of discounts on securities
    412       354  
Accretion of deferred loan fees and discounts
    (356 )     (167 )
     Amortization of net premiums on loans
    244       256  
     Amortization of premiums on deposits
    (9 )     (11 )
     Amortization of premiums on subordinated debt
    -       271  
     Gain on sale of securities available for sale
    (1 )     (13 )
Net gain on sale of mortgage loans originated for sale
    (484 )     (798 )
Mortgage loans originated for sale
    (19,288 )     (22,293 )
Proceeds from sales of mortgage loans originated for sale
    19,772       23,091  
     Net realized loss from sales of real estate owned
    508       4  
     Loss on impairment of real estate owned
    49       -  
     Proceeds from sale of real estate held for sale
    2,070       327  
     Realized (gain) loss on sale of real estate held for sale
    (581 )     3  
Provision for loan losses
    202       2,652  
     Stock-based compensation, including warrants
    612       642  
     ESOP shares earned
    439       257  
Decrease in accrued interest receivable
    673       762  
Increase in cash surrender value of bank owned life insurance
    (548 )     (590 )
(Increase) decrease in other assets
    (960 )     1,109  
Decrease in accrued interest payable
    (61 )     (164 )
     Decrease in deferred income taxes
    1,069       159  
(Decrease) increase in other liabilities
    (2,580 )     (957 )
                 
Net Cash Provided by Operating Activities
    3,462       8,396  
 
Cash Flows from Investing Activities
Proceeds from maturities, calls and principal repayments of securities available for sale
    2,284       7,034  
Proceeds from sale of securities available for sale
    500       1,036  
Purchases of securities available for sale
    (1,054 )     (4,587 )
Proceeds from maturities, calls and principal repayments of investment securities held to maturity
    31,000       163,843  
Purchases of investment securities held to maturity
    -       (45,257 )
Principal repayments on mortgage-backed securities held to maturity
    59,068       61,735  
Purchases of mortgage-backed securities held to maturity
    (15,482 )     (18,789 )
Net decrease (increase) in loans receivable
    10,020       (31,788 )
Purchase of bank owned life insurance
    -       (4,550 )
Additions to premises and equipment and real estate owned via equity investment
    (1,750 )     (1,633 )
Proceeds from sale of real estate owned
    4,838       370  
Purchases of Federal Home Loan Bank of New York stock
    (157 )     (1,965 )
                 
Net Cash Provided by (Used in) Provided by  Investing Activities
    89,267       125,449  
 
Cash Flows from Financing Activities
Net  (decrease) increase in deposits
    (76,707 )     (62,335 )
Increase in advance payments by borrowers for taxes and insurance
    351       565  
Purchase of treasury stock
    -       (644 )
Dividends paid to minority stockholders of Roma Financial Corp.
    -       (1,112 )
Repayment of Federal Home Loan Bank of New York advances
    (5,062 )     (5,358 )
Proceeds from Federal Home Loan Bank of New York advances
    -       24,808  
Repayment of subordinated debentures
    -       (2,186 )
                 
Net Cash (Used in) Provided by Financing Activities
    (81,418 )     (46,262 )
Net Increase in Cash and Cash Equivalents
    11,311       87,583  
Cash and Cash Equivalents – Beginning
    144,451       84,659  
                 
Cash and Cash Equivalents – Ending
  $ 155,762     $ 172,242  

 
7

 

ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
CONSOLIDATED STATEMENTS OF CASH FLOWS (Cont’d)
      (Unaudited)

 
    Six Months Ended
June 30,
 
    2013     2012  
    (In thousands)  
Supplementary Cash Flows Information
               
Income taxes paid, net
  $ 430     $ 50  
                 
Interest paid
  $ 5,887     $ 8,693  
Securities purchased and not settled
  $ -     $ 8,000  
Loans receivable transferred to real estate owned
  $ 3,117     $ 4,290  

See notes to consolidated financial statements.

 
8

 

ROMA FINANCIAL CORPORATION AND SUBSIDIARIES
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
(UNAUDITED)

NOTE A – ORGANIZATION

Roma Financial Corporation (the “Company”) 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 Financial Corporation, MHC, whose activity is not included in these consolidated financial statements, held 22,584,995 shares or 74.5% of the Company’s outstanding common stock at June 30, 2013.

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.

RomAsia Bank is a federally-chartered stock savings bank. RomAsia Bank received all regulatory approvals on June 23, 2008 to be a federal savings bank and began operations on that date. The Company originally invested $13.4 million in RomAsia Bank and in 2011 invested an additional $2.5 million.  The Company currently holds a 91.22% ownership interest.

Roma Bank and RomAsia Bank are collectively referred to as (the “Banks”).  Pursuant to the provisions of the Dodd-Frank Wall Street Reform and Consumer Protection Act (the “Dodd-Frank Act”), as of July 21, 2011, Roma Financial Corporation, MHC and the Company are regulated by the Federal Reserve Bank of Philadelphia and Roma Bank and RomAsia Bank by the Office of the Comptroller of the Currency.

The Banks offer 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 operates from its main office in Robbinsville, New Jersey, and twenty-three branch offices located in Mercer, Burlington, Camden and Ocean Counties, New Jersey. RomAsia Bank operates from two locations in Monmouth Junction and Edison, New Jersey. As of September 30, 2012, the Banks had 270 full-time employees and 22 part-time employees.  Roma Bank maintains a website at www.romabank.com.  RomAsia Bank maintains a website at www.Romasiabank.com.

Throughout this document, references to “we,” “us,” or “our” refer to the Banks or the Company, or both, as the context indicates.

NOTE B - BASIS OF PRESENTATION

The consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, Roma Bank and Roma Bank’s wholly-owned subsidiaries, Roma Capital Investment Corp. (the “Investment Co.”) and General Abstract and Title Agency (the “Title Co.”), and the Company’s majority owned investment of 91.22% in RomAsia Bank. The consolidated statements also include the Company’s 50% interest in 84 Hopewell, LLC (the “LLC”), a real estate investment which is consolidated according to the requirements of Accounting Standards Codification Topic 810, Variable Interest Entities.   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 Rule 10-01 of Regulation S-X and, therefore, do not  include all 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 (“GAAP”).

In the opinion of management, all adjustments which are necessary for a fair presentation of the consolidated financial statements have been made at and for the three and six months ended June 30, 2013 and 2012.  The results of operations for the three and six months ended June 30, 2013 are not necessarily indicative of the results which may be expected for the entire fiscal year or other interim periods.

The December 31, 2012 data in the consolidated statements of financial condition was derived from the Company’s audited consolidated financial statements for that date. That data, along with the interim financial information presented in the consolidated statements of financial condition, income, comprehensive income, changes in stockholders’ equity and cash flows should be read in conjunction with the 2012 audited consolidated financial statements for the year ended December 31, 2012, including the notes thereto included in the Company’s Annual Report on Form 10-K.

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 Company, together with

 
9

 
NOTE B - BASIS OF PRESENTATION (Continued)

two individuals, formed a limited liability company, 84 Hopewell, LLC. The LLC was formed to build a commercial office building in which is located the Company’s Hopewell branch, corporate offices for the other LLC members construction company and tenant space. The Company invested $360,000 in the LLC and provided a loan in the amount of $3.6 million to the LLC. The Company and the other 50% owner’s construction company both have signed lease commitments to the LLC.

The consolidated financial statements have been prepared in conformity with GAAP.  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 Banks’ allowance for loan losses.  Such agencies may require the Banks to recognize additions to the allowance based on their judgments about information available to them at the time of their examinations.

In accordance with Accounting Standards Codification (“FASB ASC”) Topic 855, Subsequent Events, management has evaluated subsequent events until the date of issuance of this report, and concluded that no events occurred that were of a material nature.

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, as of June 30, 2013, on the Company’s consolidated financial position or results of operations.

NOTE D – EARNINGS PER SHARE

Basic earnings per share is based on the weighted average number of common shares actually outstanding adjusted for Employee Stock Ownership Plan (“ESOP”) shares not yet committed to be released. Diluted EPS is calculated by adjusting the weighted average number of shares of common stock outstanding to include the effect of outstanding stock options and unvested stock awards, if dilutive, using the treasury stock method. Shares issued and reacquired during any period are weighted for the portion of the period they were outstanding.

The following table sets forth the composition of the weighted average common shares (denominator) used in the basic and diluted earnings per share computation.
 
     
 
For the Three
Months Ended
June 30, 2013
   
 
For the Six
Months Ended
June 30, 2013
 
               
 
(Loss) income attributable to Roma Financial Corporation
  $ (355,513 )   $ 1,021,507  
                   
 
 Weighted average common shares outstanding-basic
    29,679,769       29,670,649  
 
     Effect of dilutive stock options outstanding
    -       131,706  
 
 
     Weighted average common shares outstanding-diluted
    29,679,769       29,802,355  
                   
 
     Earnings per share-basic
  $ (0.01 )   $ 0.03  
 
     Earnings per share-diluted
  $ (0.01 )   $ 0.03  

All stock options outstanding for the three months ended June 30, 2013 were anti-dilutive due to a loss in the period. All unvested restricted stock grants for the three and six months ended June 30, 2013 were anti-dilutive. All stock options outstanding and restricted stock grants for both the three and six months ended June 30, 2012 were anti-dilutive.

 
10

 
NOTE E – STOCK BASED COMPENSATION

Equity Incentive Plan

At the Annual Meeting held on April 23, 2008, stockholders of the Company approved the Roma Financial Corporation 2008 Equity Incentive Plan. The 2008 Plan enables the Board of Directors to grant stock options to executives, other key employees and nonemployee directors. The options granted under the Plan may be either incentive stock options or non-qualified stock options. The Company has reserved 1,292,909 shares of common stock for issuance upon the exercise of options granted under the 2008 Plan and 517,164 shares for grants of restricted stock.  The Plan will terminate in ten years from the grant date.  Options will be granted with an exercise price not less than the Fair Market Value of a share of Common Stock on the date of the grant. Options may not be granted for a term greater than ten years.  Stock options granted under the Incentive Plan are subject to limitations under Section 422 of the Internal Revenue Code.  The number of shares available under the 2008 Plan, the number of shares subject to outstanding options and the exercise price of outstanding options will be adjusted to reflect any stock dividend, stock split, merger, reorganization or other event generally affecting the number of Company’s outstanding shares.

At June 30, 2013, there were 526,909 shares available for option grants under the 2008 Plan and 226,499 shares available for grants of restricted stock.

The Company accounts for stock based compensation under FASB ASC Topic 718, Compensation-Stock Compensation.  ASC Topic 718 covers a wide range of share-based compensation arrangements including share options, restricted share plans, performance-based awards, share appreciation rights, and employee share purchase plans. ASC Topic 718 requires that compensation cost relating to share-based payment transactions be recognized in the financial statements. The cost is measured based on the fair value of the equity or liability instruments issued.

ASC Topic 718 also requires the Company to realize as a financing cash flow rather than an operating cash flow, as previously required, the benefits of realized tax deductions in excess of previously recognized tax benefits on compensation expense.  In accordance with SEC Staff Accounting Bulletin (“SAB”) No. 107, the Company classified share-based compensation for employees and outside directors within “salaries and employee benefits” in the consolidated statement of income to correspond with the same line item as the cash compensation paid.

The stock options will vest over a five year service period and are exercisable within ten years. Compensation expense for all option grants is recognized over the awards’ respective requisite service period.

Restricted shares vest over a five year service period. Management recognizes compensation expense for the fair value of restricted shares on a straight-line basis over the requisite service period of the awards of five years. The number of shares granted and the grant date market price of the Company’s common stock determines the fair value of the restricted shares under the Company’s restricted stock plan.
 
The following is a summary of the status of the Company’s stock option activity and related information for the year ended December 31, 2012 and for the six months ended June 30, 2013:

   
 
 
Number of
Stock Options
   
 
Weighted
Avg.
Exercise Price
 
Weighted Avg.
Remaining
Contractual
Life
 
 
Aggregate
Intrinsic
Value
 
                 
(In thousands)
 
 
Balance at December 31, 2010
    797,200     $ 13.67          
  Granted
    32,000       13.67          
  Forfeited
    (8,000 )     13.67          
Balance at December 31, 2011
    821,200     $ 13.67          
  Forfeited
    (17,200 )     13.67          
Balance at December 31, 2012       804,000      13.67          
  Forfeited
    (38,000     13.67            
Balance at June 30, 2013
    766,000     $ 13.67  
5.11 years
  $ 3,439  
                           
Exercisable at June 30, 2013
    746,800     $ 13.67  
5.02 years
  $ 3,353  
 
 
11

 

NOTE E – STOCK BASED COMPENSATION (Continued)

The key valuation assumptions and fair value of stock options granted June 15, 2011 were:

 
Expected life
 
6.5 years
 
 
Risk-free rate
 
2.26%
 
 
Volatility
 
35.42%
 
 
Dividend yield
 
3.32%
 
 
Fair value
 
$1.70
 

The following is a summary of the status of the Company’s restricted shares as of June 30, 2013 and changes during the year ended December 31, 2012 and for the six months ended June 30, 2013:
 
   
 
 
Number of
Restricted Shares
   
 
Weighted
Average Grant
Date Fair Value
 
             
Non-vested restricted shares at December 31, 2011
    153,350     $ 11.70  
                 Vested
    (52,542 )     12.59  
                 Forfeited
    (4,685 )     13.67  
Non-vested restricted shares at December 31, 2012
    96,123     $ 11.08  
                 Vested
    (50,000 )     12.89  
                 Granted
    6,000       16.74  
Non-vested restricted shares at June 30, 2013
    52,123     $ 10.04  


Stock option and stock award expenses included in compensation expense were $266,000 and $581,000, respectively, for the three and six months ended June 30, 2013 with respective tax benefits of $106,000 and $232,000; and $302,000 and $615,000 for the three and six months ended June 30, 2012, with respective tax benefits of $121,000 and $246,000. At June 30, 2013, there was approximately $551,000 thousand of unrecognized cost, related to outstanding stock options and restricted shares, which will be recognized over a period of approximately 2.3 years and 3.32 years, respectively.


Equity Incentive Plan – RomAsia Bank

The stockholders of RomAsia Bank approved an equity incentive plan in 2009. On January 6, 2010, directors, senior officers and certain employees of the RomAsia Bank were granted, in the aggregate, options to purchase 75,500 shares of RomAsia common stock.

The Plan enables the Board of Directors of RomAsia Bank to grant stock options to executives, other key employees and nonemployee directors. The options granted under the Plan may be either incentive stock options or non-qualified stock options. RomAsia has reserved 225,000 shares of its common stock for issuance upon the exercise of options granted under the Plan.  The Plan will terminate in ten years from the grant date.  Options will be granted with an exercise price not less than the Fair Market Value of a share of RomAsia’s Common Stock on the date of the grant. Options may not be granted for a term greater than ten years.  The stock options vest over a five year service period and are exercisable within ten years.  Stock options granted under the Incentive Plan are subject to limitations under Section 422 of the Internal Revenue Code.  The number of shares available under the Plan, the number of shares subject to outstanding options and the exercise price of outstanding options will be adjusted to reflect any stock dividend, stock split, merger, reorganization or other event generally affecting the number of Company’s outstanding shares. At June 30, 2013, there were 114,500 shares available for option grants under the Plan. On March 1, 2012 RomAsia Bank granted 46,500 options. The key valuation assumptions and fair value of stock options granted in March 2012 were:

 
Expected life
 
6.5 years
 
 
Risk-free rate
 
1.33%
 
 
Volatility
 
28.30%
 
 
Fair value
 
$2.76
 
 
 
12

 

NOTE E – STOCK BASED COMPENSATION (Continued)

The following is a summary of the status of the RomAsia’s stock option activity and related information for the year ended December 31, 2012 and for the six months ended June 30, 2013:
 
   
 
 
Number of
Stock Options
   
 
Weighted
Avg.
Exercise Price
 
Weighted Avg.
Remaining
Contractual
Life
 
 
Aggregate
Intrinsic
Value
 
                 
(In thousands)
 
Balance at December 31, 2010
    75,500     $ 8.47          
                Forfeited
    (9,500 )     8.47          
Balance at December 31, 2011
    66,000       8.47          
                Forfeited
    (7,000 )     8.47          
                Granted
    46,500       8.81          
Balance at December 31, 2012 and
June 30, 2013
     105,500     $ 8.60  
 
7.42 years
  $ 280  
                           
 
Exercisable at June 30, 2013
     46,700     $ 8.47  
 
8.42 years
  $ 130  

Stock option expense, related to the RomAsia plan included with compensation expense was $16,000 and $31,000, respectively, for the three and six months ended June 30, 2013 with respective tax benefits of $7,000 and $13,000; and $15,000 and $27,000, respectively, for the three months and six months ended June 30, 2012, with respective tax benefits of $7,000 and $12,000.  At June 30, 2013, approximately $144,000 of unrecognized cost, related to outstanding stock options, which will be recognized over a period of approximately 2.42 years.

Employee Stock Ownership Plan

Roma Bank has an Employee Stock Ownership Plan (“ESOP”) for the benefit of employees who meet the eligibility requirements defined in the plan.  The ESOP trust purchased 811,750 shares of common stock as part of the stock offering using proceeds from a loan from the Company.  The total cost of the shares purchased by the ESOP trust was $8.1 million, reflecting a cost of $10 per share.  Roma Bank makes cash contributions to the ESOP on a quarterly basis sufficient to enable the ESOP to make the required loan payments to the Company.  The loan bears an interest rate of 8.25% 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 were 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.  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.  Roma Bank made its first loan payment in October 2006.  As of June 30, 2013, there were 432,938 unearned shares. The Company’s ESOP compensation expense was $230 thousand and $439 thousand, respectively, for the three and six months ended June 30, 2013; and $119 thousand and $257 thousand, respectively, for the three and six months ended June 30, 2012.

NOTE F – STOCK WARRANTS

RomAsia Bank issued warrants to purchase 150,500 shares of RomAsia Common Stock (the “Warrants”), bearing an exercise price of $10.00 per share, to the Founding Stockholders who subscribed initially for 150,500 shares of RomAsia Common Stock and provided $1,505,000 to pay  RomAsia’s organizational expenses. The warrants were issued on June 23, 2008.

The warrants will become exercisable in three equal installments on the first, second and third anniversaries after their respective dates of issuance. Warrants will be convertible into one share of RomAsia Common Stock and will be transferable only in compliance with the Securities Act of 1933, as amended, and applicable state securities laws.  RomAsia may redeem the Warrants at a price of $1.00 per Warrant at any time after January 1, 2012 upon 60 days prior written notice to the holders thereof.

The Warrants provide that, in the event that RomAsia’s capital falls below certain minimum requirements, the FDIC or the OCC may require RomAsia to notify the holders of the Warrants that such holders must exercise the Warrants within 30 days of such notice, or such longer period as the FDIC or OCC may prescribe, or forfeit all rights to purchase shares of RomAsia Common Stock under the Warrants after the expiration of such period.

The Warrants expire ten years after being issued. In the event a holder fails to exercise the Warrants prior to their expiration, the Warrants will expire and the holder thereof will have no further rights with respect to the Warrants.

 
13

 
NOTE F – STOCK WARRANTS (Continued)

The Warrant expense for minority shareholders, (8.78% ownership), for the three and six months ended June 30, 2013 and 2012 was $0 for both periods, and respective tax benefits of $0, for both periods.  The warrant expense for the majority shareholder, Roma Financial Corporation, was eliminated in consolidation. The warrants were 100% vested at June 30, 2013.


NOTE G - REAL ESTATE OWNED VIA EQUITY INVESTMENTS

In 2008, Roma Bank, together with two individuals, formed 84 Hopewell, LLC. The LLC was formed to build a commercial office building which includes Roma Bank’s Hopewell branch, corporate offices for the other 50% owners’ construction company and tenant space. Roma Bank made a cash investment of approximately $360,000 in the LLC and provided a loan to the LLC in the amount of $3.6 million. Roma Bank and the construction company both have signed lease commitments to the LLC. With the adoption of guidance in regards to variable interest entities now codified in FASB ASC Topic 810, Consolidation, the Company is required to perform an analysis to determine whether such an investment meets the criteria for consolidation into the Company’s financial statements.  As of June 30, 2013 and December 31, 2012, this variable interest entity met the requirements of ASC Topic 810 for consolidation based on Roma Bank being the primary financial beneficiary. This was determined based on the amount invested by the Bank compared to the other partners to the LLC and the lack of personal guarantees. As of June 30, 2013, the LLC had $3.7 million in fixed assets and a loan from Roma Bank for $3.2 million, which was eliminated in consolidation. The LLC had accrued interest payable to the Bank of $10 thousand at June 30, 2013 and during the six months then ended the Bank paid $65 thousand in rent to the LLC.  Both of these amounts were eliminated in consolidation. Roma Bank’s 50% share of the LLC’s net income for the three and six months ended June 30, 2013 was $22 thousand and $18 thousand, respectively.

NOTE H – INVESTMENT AND MORTGAGE-BACKED SECURITIES 

The following summarizes the amortized cost and estimated fair value of securities available for sale at June 30, 2013 and December 31, 2012 with gross unrealized gains and losses therein:
 



   
June 30, 2013
 
   
Amortized Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
 
Fair Value
 
   
(In Thousands)
 
Available for sale:
                       
     Mortgage-backed securities-U.S. Government
Sponsored Enterprises (GSEs)
  $ 10,285     $ 127     $ 296     $ 10,116  
     Obligations of state and political subdivisions:
                               
        After five through ten years
    2,500       81       35       2,546  
        After ten years
    1,075       86       -       1,161  
      3,575       167       35       3,707  
     U.S. Government (including agencies)
                               
        One through five years
    5,235       229       19       5,445  
        After five through ten years
    1,000       -       21       979  
        After ten years
    1,484       -       68       1,416  
      7,719       229       108       7,840  
                                 
     Corporate bond
    500       -       -       500  
     Equity securities
    50       6       -       56  
     Mutual funds
    4,189       -       238       3,951  
                                 
    $ 26,318     $ 529     $ 677     $ 26,170  

 
 
14

 
 
NOTE H – INVESTMENT AND MORTGAGE-BACKED SECURITIES (Continued)
 

   
December 31, 2012
 
   
Amortized Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
 
Fair Value
 
   
(In Thousands)
 
Available for sale:
                       
     Mortgage-backed securities-U.S. Government Sponsored Enterprises (GSEs)
  $ 12,115     $ 327     $ 163     $ 12,279  
     Obligations of state and political
            subdivisions:
                               
            After five through ten years
    1,994       127       2       2,119  
            After ten years
    1,583       198       -       1,781  
      3,577       325       2       3,900  
     U.S. Government (including
            agencies):
                               
           One through five years
    3,102       116       -       3,218  
           After five through ten years
    3,664       229       -       3,893  
           After ten years
    1,516       21       -       1,537  
      8,282       366       -       8,648  
                                 
     Corporate bond
    1,000       9       18       991  
     Equity securities
    50       6       -       56  
     Mutual funds
    3,134       -       87       3,047  
                                 
    $ 28,158     $ 1,033     $ 270     $ 28,921  

 
15

 


 
NOTE H – INVESTMENT AND MORTGAGE-BACKED SECURITIES (Continued)

 
The unrealized losses, categorized by the length of time of continuous loss position, and the fair value of related securities available for sale at June 30, 2013 and December 31, 2012 are as follows:
 

    
Less than 12 Months
   
More than 12 Months
   
Total
 
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
 
   
(In Thousands)
 
June 30, 2013:
                                   
     Mortgage-backed securities-GSEs
  $ 3,532     $ 92     $ 2,146     $ 204     $ 5,678     $ 295  
     U.S. Government securities
    3,376       108       -       -       3,376       108  
     Obligations of state and political subdivisions
    463       35       -       -       463       35  
     Mutual funds
    973       37       2,977       201       3,950       238  
                                                 
    $ 8,344     $ 272     $ 5,123     $ 405     $ 13,467     $ 677  
December 31, 2012:
                                               
     Mortgage-backed securities-GSEs
  $ 72     $ 2     $ 2,645     $ 161     $ 2,717     $ 163  
      Obligation of state and political subdivisions
    496       2       -       -       496       2  
      Corporate bond
    -       -       482       18       482       18  
      Mutual funds
    -       -       3,048       87       3,048       87  
                                                 
    $ 568     $ 4     $ 6,175     $ 266     $ 6,743     $ 270  

Management evaluates securities for other-than-temporary-impairment (“OTTI”) at least on a quarterly basis, and more frequently when economic or market conditions warrant such an evaluation.

In determining OTTI under the ASC Topic 320, management considers many factors, including: (1) the length of time and the extent to which the fair value has been less than amortized cost; (2) the financial condition and near term prospects of the issuer; (3) whether the market decline was affected by macroeconomic conditions, and (4) whether the entity has the intent to sell the debt security or more likely than not will be required to sell the debt security before its anticipated recovery.  The assessment of whether an other-than-temporary-impairment decline exists involves a high degree of subjectivity and judgment and is based on information available to management at a point in time.  An OTTI is deemed to have occurred if there has been an adverse change in the remaining expected future cash flows.

When OTTI for debt securities, occurs under the model, the amount of the OTTI recognized in earnings depends on whether an entity intends to sell the security or more likely than not will be required to sell the security before recovery of its amortized cost basis. If an entity intends to sell or more likely than not will be required to sell the security before recovery of its amortized cost basis, the OTTI shall be recognized in earnings equal to the entire difference between the investment’s amortized cost basis and its fair value at the balance sheet date.  If any entity does not intend to sell the security and it is not more likely than not that the entity will be required to sell the security before recovery of its amortized cost basis, the OTTI shall be separated into the amount representing the credit loss and the amount related to all other factors.  The amount of the total OTTI related to the credit loss is determined based on the present value of cash flows expected to be collected and is recognized in earnings.  The amount of the total OTTI related to other factors shall be recognized in other comprehensive income, net of applicable tax benefit.  The previous amortized cost basis less the OTTI recognized in earnings shall become the new amortized cost basis of the investment.

 
16

 

NOTE H – INVESTMENT AND MORTGAGE-BACKED SECURITIES (Continued)

As of June 30, 2013, the Company’s available for sale portfolio in an unrealized loss position consisted of thirty-six securities.  There was one mutual fund, and twenty-one mortgage-backed securities in an unrealized loss position for more than twelve months at June 30, 2013.  As of June 30, 2013, there was one mutual fund, one municipal, three government agencies, and nine mortgage backed securities in an unrealized loss position for less than twelve months. As of December 31, 2012, the Company’s available for sale portfolio in an unrealized loss position consisted of twenty-nine securities.  There was one mutual fund, one corporate bond, and nineteen mortgage backed securities in an unrealized loss position for more than twelve months at December 31, 2012. There were three mortgage-backed securities, one corporate bond and four government agencies in a loss position for less than twelve months at December 31, 2012.

The available for sale mutual funds are CRA investments that had an unrealized loss for more than twelve months of approximately $201 thousand and $87 thousand at June 30, 2013 and December 31, 2012, respectively.  They have been in a loss position for the last two years with the greatest unrealized loss being approximately $201 thousand.  Management does not believe the mutual fund securities available for sale are other-than-temporarily impaired due to reasons of credit quality.  Unrealized losses in the mortgage-backed securities and corporate bond categories are due to the current interest rate environment and not due to credit concerns.  The Company does not intend to sell these securities and it is not more likely than not that we will be required to sell these securities.  As of June 30, 2013, management believes the impairments are temporary and no impairment loss has been realized in the Company’s consolidated income statement for the six months ended June 30, 2013.

Proceeds from the sale of securities were $500 thousand with a $1 thousand gain for sale during the six months ended June 30, 2013.  Proceeds from the sale of securities available for sale amounted to $1.0 for both the three and six months ended June 30, 2012, with gross realized gains of $13 thousand, and gross realized losses of $-0- thousand.
 
The amortized cost and estimated fair value of securities available for sale at June 30, 2013 by contractual maturity are shown below.  Expected maturities will differ from contractual maturities as borrowers may have the right to call or prepay obligations with or without call or prepayment penalties:


   
Amortized Cost
   
Fair Value
 
   
(in Thousands)
 
             
U.S. Government, Obligations of Political Subdivisions and Corporate bond:
           
  After one to five years
  $ 5,235     $ 5,445  
  After five to ten years
    4,000       4,025  
  After ten years
    2,559       2,577  
     Total
    11,794       12,047  
Mortgage-backed securities
    10,285       10,116  
Equity securities
    50       56  
Mutual funds
    4,189       3,951  
     Total
  $ 26,318     $ 26,170  
 
 
17

 


 
NOTE H – INVESTMENT AND MORTGAGE-BACKED SECURITIES (Continued)


The following summarizes the amortized cost and estimated fair value of securities held to maturity at June 30, 2013 and December 31, 2012 with gross unrealized gains and losses therein:
 

    
June 30, 2013
 
   
Amortized Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
 
Fair Value
 
   
(In Thousands)
 
Held to maturity:
                       
     U.S. Government (including agencies):
                       
        After one through five years
  $ 61,216     $ -     $ 1,363     $ 59,853  
        After five through ten years
    16,991       -       645       16,346  
        After ten years
    1,000       -       27       973  
      79,207       -       2,035       77,172  
     Obligations of state and political subdivisions:
                               
        Less than one year
    60       1       -       61  
        After one through five years
    3,683       199       -       3,882  
        After five through ten years
    6,177       379       36       6,520  
        After ten years
    6,201       195       -       6,396  
      16,121       774       36       16,859  
                                 
      Corporate and other
    1,592       9       -       1,600  
                                 
    $ 96,920     $ 783     $ 2,071     $ 95,632  

 
18

 

NOTE H – INVESTMENT AND MORTGAGE-BACKED SECURITIES (Continued)
 

   
December 31, 2012
 
   
Amortized Cost
   
Gross
Unrealized
Gains
   
Gross
Unrealized
Losses
 
Fair Value
 
   
(In Thousands)
 
Held to maturity:
                       
     U.S. Government (including agencies):
                       
        After one through five years
  $ 27,999     $ 66     $ -     $ 28,065  
        After five through ten years
    81,203       192       65       81,330  
        After ten years
    1,000       1       -       1,001  
      110,202       259       65       110,396  
     Obligations of state and political subdivisions:
                               
        After one through five years
    2,671       202       -       2,873  
        After five through ten years
    4,830       514       -       5,344  
        After ten years
    8,621       648       -       9,269  
      16,122       1,364       -       17,486  
     Corporate and other:
                               
        After one through five years
    1,490       14       -       1,504  
        After ten years
    102       -       -       102  
      1,592       14       -       1,606  
                                 
    $ 127,916     $ 1,637     $ 65     $ 129,488  
 
The unrealized losses, categorized by the length of time of continuous loss position, and the fair value of related securities held to maturity are as follows:
 

    
Less than 12 Months
   
More than 12 Months
   
Total
 
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
   
Fair
Value
   
Unrealized
Losses
 
   
(In Thousands)
 
June  30, 2013
                                   
     U.S. Government (including agencies)
  $ 75,171     $ 2,035     $ -     $ -     $ 75,171     $ 2,035  
     Obligations of state and Political subdivisions
    669       36       -       -       669       36  
    $ 75,840     $ 2,071     $ -     $ -     $ 75,840     $ 2,071