10-Q 1 fedfirst10q-8_11.htm QUARTERLY REPORT fedfirst10q-8_11.htm
UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

T
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
For the quarterly period ended June 30, 2009
 
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: 0-51153

 
FEDFIRST FINANCIAL CORPORATION
 
 
(Exact name of registrant as specified in its charter)
 

United States
 
25-1828028
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)

Donner at Sixth Street, Monessen, Pennsylvania
 
15062
(Address of principal executive offices)
 
(Zip Code)

 
(724) 684-6800
 
 
(Registrant’s telephone number, including area code)
 

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 T     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 during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes £    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.

Large accelerated filer
£
 
Accelerated filer
£
Non-accelerated filer
(Do not check if a smaller reporting company) 
£
 
Smaller reporting company
T

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).  Yes £     No T

As of August 13, 2009, the issuer had 6,326,472 shares of common stock outstanding.
 
 
 


 
 
 

 
FORM 10-Q

INDEX
 
 
Page
   
PART I – FINANCIAL INFORMATION
 
   
1
   
1
   
2
   
3
   
5
   
6
   
23
   
32
   
32
   
PART II – OTHER INFORMATION
 
   
33
   
33
   
33
   
33
   
34
   
34
   
34
   
SIGNATURES
35

 
 

 


 
PART I – FINANCIAL INFORMATION
 
Item 1.  Financial Statements.
 
CONSOLIDATED STATEMENTS OF FINANCIAL CONDITION
 
   
June 30,
   
December 31,
 
   
2009
   
2008
 
(Dollars in thousands, except share data)
 
(UNAUDITED)
       
Assets:
           
             
Cash and cash equivalents:
           
Cash and due from banks
  $ 1,970     $ 2,224  
Interest-earning deposits
    5,601       5,623  
Total cash and cash equivalents
    7,571       7,847  
                 
Securities available-for-sale
    76,505       85,433  
Loans, net
    236,348       230,184  
Federal Home Loan Bank ("FHLB") stock, at cost
    6,901       6,901  
Accrued interest receivable - loans
    1,099       1,147  
Accrued interest receivable - securities
    417       505  
Premises and equipment, net
    2,640       2,735  
Bank-owned life insurance
    7,571       7,431  
Goodwill
    1,080       1,080  
Real estate owned
    306       295  
Deferred tax assets
    4,488       4,930  
Other assets
    784       1,273  
Total assets
  $ 345,710     $ 349,761  
                 
Liabilities and Stockholders' Equity:
               
                 
Deposits:
               
Noninterest-bearing
    14,460       12,005  
Interest-bearing
    169,464       160,799  
Total deposits
    183,924       172,804  
                 
Borrowings
    116,267       132,410  
Advance payments by borrowers for taxes and insurance
    710       474  
Accrued interest payable - deposits
    406       743  
Accrued interest payable - borrowings
    529       546  
Other liabilities
    3,396       3,360  
Total liabilities
    305,232       310,337  
                 
Stockholders' equity
               
FedFirst Financial Corporation stockholders' equity:
               
Preferred stock $0.01 par value; 10,000,000 shares authorized; none issued
    -       -  
Common stock $0.01 par value; 20,000,000 shares authorized; 6,707,500 shares
               
issued and 6,324,775 and 6,351,775 shares outstanding
    67       67  
Additional paid-in-capital
    29,505       29,291  
Retained earnings - substantially restricted
    17,429       15,930  
Accumulated other comprehensive loss, net of deferred taxes of
               
$(1,063) and $(716)
    (1,650 )     (1,111 )
Unearned Employee Stock Ownership Plan ("ESOP")
    (1,814 )     (1,901 )
Common stock held in treasury, at cost (382,725 and 355,725 shares)
    (3,144 )     (2,955 )
Total FedFirst Financial Corporation stockholders' equity
    40,393       39,321  
Noncontrolling interest in subsidiary
    85       103  
Total stockholders' equity
    40,478       39,424  
Total liabilities and stockholders' equity
  $ 345,710     $ 349,761  


See Notes to the Unaudited Consolidated Financial Statements.
 

 
 
1

 

 
CONSOLIDATED STATEMENTS OF OPERATIONS (UNAUDITED)

   
For the Three Months
   
For the Six Months
 
   
Ended June 30,
   
Ended June 30,
 
(Dollars in thousands, except per share data)
 
2009
   
2008
   
2009
   
2008
 
                         
Interest income:
                       
Loans
  $ 3,377     $ 2,901     $ 6,732     $ 5,719  
Securities
    1,102       1,373       2,311       2,759  
Other interest-earning assets
    5       81       11       183  
Total interest income
    4,484       4,355       9,054       8,661  
                                 
Interest expense:
                               
Deposits
    1,030       1,231       2,154       2,539  
Borrowings
    1,188       1,125       2,414       2,243  
Total interest expense
    2,218       2,356       4,568       4,782  
Net interest income
    2,266       1,999       4,486       3,879  
                                 
Provision for loan losses
    230       220       390       279  
Net interest income after provision for loan losses
    2,036       1,779       4,096       3,600  
                                 
Noninterest income:
                               
Fees and service charges
    134       118       266       220  
Insurance commissions
    595       393       1,296       1,113  
Income from bank-owned life insurance
    71       69       145       136  
Net gain on sales of available-for-sale securities
    73       -       73       156  
Gain (loss) on sale of real estate owned
    9       -       9       (3 )
Other
    5       9       11       12  
Total noninterest income
    887       589       1,800       1,634  
                                 
Noninterest expense:
                               
Compensation and employee benefits
    1,480       1,312       2,938       2,774  
Occupancy
    344       318       698       659  
FDIC insurance premiums
    339       5       348       11  
Data processing
    110       105       217       211  
Professional services
    181       141       312       269  
Other
    357       355       696       666  
Total noninterest expense
    2,811       2,236       5,209       4,590  
                                 
Income before income tax expense and noncontrolling interest
                               
in net income of consolidated subsidiary
    112       132       687       644  
Income tax expense
    45       54       263       255  
Net income before noncontrolling interest in net income
                               
of consolidated subsidiary
    67       78       424       389  
Less: Noncontrolling interest in net income of consolidated subsidiary
    19       13       57       56  
Net income of FedFirst Financial Corporation
  $ 48     $ 65     $ 367     $ 333  
                                 
Earnings per share:
                               
Basic and diluted
  $ 0.01     $ 0.01     $ 0.06     $ 0.06  
                                 
Weighted-average shares outstanding:
                               
Basic and diluted
    6,078,615       5,995,088       6,076,000       5,983,500  


See Notes to the Unaudited Consolidated Financial Statements.
 

 
 
2

 


 
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY AND
COMPREHENSIVE INCOME (LOSS) FOR THE SIX MONTHS ENDED JUNE 30, 2009 AND 2008
(UNAUDITED)

                     
Accumulated
         
Common
                   
         
Additional
         
Other
         
Stock
   
Noncontrolling
   
Total
       
   
Common
   
Paid-in-
   
Retained
   
Comprehensive
   
Unearned
   
Held in
   
Interest in
   
Stockholders'
   
Comprehensive
 
(Dollars in thousands)
 
Stock
   
Capital
   
Earnings
   
Loss
   
ESOP
   
Treasury
   
Subsidiary
   
Equity
   
Income (Loss)
 
Balance at January 1, 2008
  $ 67     $ 29,084     $ 18,520     $ (70 )   $ (2,074 )   $ (1,754 )   $ 80     $ 43,853        
Comprehensive income:
                                                                     
Net income
    -       -       333       -       -       -       56       389     $ 389  
Unrealized gain on securities
                                                                       
available-for-sale,
                                                                       
net of tax of $(1,269)
    -       -       -       (1,969 )     -       -       -       (1,969 )     (1,969 )
Reclassification adjustment
                                                                       
on sales of securities
                                                                       
available-for-sale,
                                                                       
net of tax $60
    -       -       -       (94 )     -       -       -       (94 )     (94 )
Cumulative effect adjustment on
                                                                       
benefit plan reserve
    -       -       (445 )     -       -       -       -       (445 )        
Purchase of common stock to be
                                                                       
held in treasury (121,125 shares)
    -       -       -       -       -       (985 )     -       (985 )        
ESOP shares committed to be
                                                                       
released (8,640 shares)
    -       (16 )     -       -       87       -       -       71          
Stock-based compensation expense
    -       173       -       -       -       -       -       173          
Distribution to minority shareholder
    -       -       -       -       -       -       (53 )     (53 )        
Total comprehensive loss
                                                                    (1,674 )
Less: Comprehensive income attributable
                                                                       
to the noncontrolling interest
                                                                       
in subsidiary
                                                                    56  
Comprehensive loss attributable
                                                                       
to FedFirst Financial Corporation
                                                            $ (1,730 )
                                                                         
Balance at June 30, 2008
  $ 67     $ 29,241     $ 18,408     $ (2,133 )   $ (1,987 )   $ (2,739 )   $ 83     $ 40,940          


See Notes to the Unaudited Consolidated Financial Statements.
 

 
 
3

 


 
                     
Accumulated
         
Common
                   
         
Additional
         
Other
         
Stock
   
Noncontrolling
   
Total
       
   
Common
   
Paid-in-
   
Retained
   
Comprehensive
   
Unearned
   
Held in
   
Interest in
   
Stockholders'
   
Comprehensive
 
   
Stock
   
Capital
   
Earnings
   
Loss
   
ESOP
   
Treasury
   
Subsidiary
   
Equity
   
Income
 
Balance at January 1, 2009
  $ 67     $ 29,291     $ 15,930     $ (1,111 )   $ (1,901 )   $ (2,955 )   $ 103     $ 39,424        
Cumulative effect adjustment as of
                                                                     
April 1, 2009 relating to FSP
                                                                     
FAS 115-2, net of tax of $584
    -       -       1,132       (1,132 )     -       -       -       -        
Comprehensive income:
                                                                     
Net income
    -       -       367       -       -       -       57       424     $ 424  
Unrealized gain on securities
                                                                       
available-for-sale,
                                                                       
net of tax of $393
    -       -       -       610       -       -       -       610       610  
Reclassification adjustment
                                                                       
on sales of securities
                                                                       
available-for-sale,
                                                                       
net of tax of $11
    -       -       -       (17 )     -       -       -       (17 )     (17 )
Purchase of common stock to be
                                                                       
held in treasury (15,000 shares)
    -       -       -       -       -       (67 )     -       (67 )        
ESOP shares committed to be
                                                                       
released (8,640 shares)
    -       (54 )     -       -       87       -       -       33          
Stock-based compensation expense
    -       146       -       -       -       -       -       146          
Stock awards forfeited
    -       122       -       -       -       (122 )     -       -          
   Distribution to minority shareholder
    -       -       -       -       -       -       (75 )     (75 )        
Total comprehensive income
                                                                    1,017  
Less: Comprehensive income attributable
                                                                       
to the noncontrolling interest
                                                                       
in subsidiary
                                                                    57  
Comprehensive income attributable
                                                                       
to FedFirst Financial Corporation
                                                            $ 960  
                                                                         
Balance at June 30, 2009
  $ 67     $ 29,505     $ 17,429     $ (1,650 )   $ (1,814 )   $ (3,144 )   $ 85     $ 40,478          

 
See Notes to the Unaudited Consolidated Financial Statements.
 

 
 
4

 


 
CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)

   
For the Six Months
 
   
Ended June 30,
 
(Dollars in thousands)
 
2009
   
2008
 
Cash flows from operating activities:
           
Net income of FedFirst Financial Corporation
  $ 367     $ 333  
Adjustments to reconcile net income to net cash provided
               
by operating activities
               
Minority interest in net income of consolidated subsidiary
    57       56  
Provision for loan losses
    390       279  
Depreciation
    273       248  
Amortization of intangibles
    23       -  
Net gain on sales of securities
    (73 )     (156 )
Net (gain) loss on sale of real estate owned
    (9 )     3  
Net accretion (amortization) of security premiums and loan costs
    188       (53 )
Noncash expense for ESOP
    33       71  
Noncash expense for stock-based compensation
    146       173  
Noncash benefit plan reserve
    -       445  
Increase in bank-owned life insurance
    (145 )     (136 )
Decrease (increase) in other assets
    1,251       (566 )
Decrease in other liabilities
    (306 )     (89 )
Net cash provided by operating activities
    2,195       608  
                 
Cash flows from investing activities:
               
Net loan originations
    (6,623 )     (19,921 )
Proceeds from maturities of and principal repayments of
               
securities available-for-sale
    16,638       9,213  
Proceeds from sales of securities available-for-sale
    4,094       8,766  
Purchases of securities available-for-sale
    (11,041 )     (28,352 )
Purchases of premises and equipment
    (178 )     (138 )
Acquisition of Allsurance Insurance Agency
    (525 )     -  
Increase in FHLB stock, at cost
    -       (941 )
Proceeds from sale of real estate owned
    18       509  
Net cash provided by (used in) investing activities
    2,383       (30,864 )
                 
Cash flows from financing activities:
               
Net decrease in-short term borrowings
    (6,000 )     (4,700 )
Proceeds from long-term borrowings
    10,000       33,499  
Repayments of long-term borrowings
    (20,143 )     (8,965 )
Net increase in deposits
    11,120       12,999  
Increase in advance payments by borrowers for taxes and insurance
    236       139  
Purchases of common stock held in treasury
    (67 )     (985 )
Net cash (used in) provided by financing activities
    (4,854 )     31,987  
                 
Net (decrease) increase in cash and cash equivalents
    (276 )     1,731  
Cash and cash equivalents, beginning of period
    7,847       5,552  
                 
Cash and cash equivalents, end of period
  $ 7,571     $ 7,283  
                 
Supplemental cash flow information:
               
Cash paid for:
               
Interest on deposits and borrowings
  $ 4,922     $ 5,039  
Income tax expense
    135       31  
                 
Real estate acquired in settlement of loans
    22       360  


See Notes to the Unaudited Consolidated Financial Statements.
 

 
 
5

 
 

 
Notes to the Unaudited Consolidated Financial Statements
 
Note 1.  Basis of Presentation/Nature of Operations
 
The accompanying unaudited Consolidated Financial Statements include the accounts of FedFirst Financial Corporation, a federally chartered holding company (“FedFirst Financial” or the “Company”), whose wholly owned subsidiary is First Federal Savings Bank (the “Bank”), a federally chartered stock savings bank, which owns FedFirst Exchange Corporation (“FFEC”), a subsidiary of the Bank. FFEC has an 80% controlling interest in Exchange Underwriters, Inc. Exchange Underwriters, Inc. is an independent insurance agency that offers property and casualty, life, health, commercial general liability, surety and other insurance products. The Company is a majority owned subsidiary of FedFirst Financial Mutual Holding Company (“FFMHC”), a federally chartered mutual holding company. FFMHC has virtually no operations and assets other than an investment in the Company, and is not included in these financial statements. All significant intercompany transactions have been eliminated.
 
We operate as a community-oriented financial institution offering residential, multi-family and commercial mortgages, consumer loans and commercial business loans as well as a variety of deposit products for individuals and businesses from nine locations in southwestern Pennsylvania. We conduct insurance brokerage activities through Exchange Underwriters, Inc. In March 2009, Exchange Underwriters, Inc. expanded its operation through the acquisition of the Allsurance Insurance Agency, which is a full service independent insurance agency that offers life, health and property and casualty insurance for individuals and small businesses. The Bank is subject to competition from other financial institutions and to the regulations of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities.
 
The unaudited consolidated financial statements were prepared in accordance with instructions to Form 10-Q and, therefore, do not include information or notes necessary for a complete presentation of financial position, results of operations, changes in stockholders’ equity and cash flows in conformity with accounting principles generally accepted in the United States of America (“GAAP”). However, all normal recurring adjustments that, in the opinion of management, are necessary to make the consolidated financial statements not misleading have been included.  These interim condensed consolidated financial statements should be read in conjunction with the consolidated financial statements and notes thereto in the Company’s Annual Report on Form 10-K for the year ended December 31, 2008. Certain items previously reported have been reclassified to conform with the current reporting period’s format. The results of operations for the three and six months ended June 30, 2009 are not necessarily indicative of the results that may be expected for the full year or any other interim period. In connection with the preparation of these financial statements, the Company has evaluated events and transactions for items that should potentially be recognized or disclosed through August 13, 2009, which is the date the financial statements were issued. 
 
In preparing financial statements in conformity with GAAP, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities and the disclosure of contingent assets and liabilities at the date of the financial statements and income and expenses during the reporting period. Actual results could differ significantly from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to determination of the allowance for losses on loans, the valuation of real estate acquired in connection with foreclosures or in satisfaction of loans, evaluation of securities for other-than-temporary impairment including related cash flow projections, goodwill impairment, and the valuation of deferred tax assets.
 
Note 2.  Recent Accounting Pronouncements
 
The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles, A Replacement of FASB Statement No. 162.  In June 2009, the Financial Accounting Standards Board (“FASB”) issued Statement of Financial Accounting Standard (“SFAS”) No. 168, The FASB Accounting Standards CodificationTM and the Hierarchy of Generally Accepted Accounting Principles, A Replacement of FASB Statement No. 162. This statement identifies the sources of accounting principles and the framework for selecting the principles used in the preparation of financial statements of nongovernmental entities that are presented in conformity with GAAP. The FASB Accounting Standards
 
 
6

 
 

 
CodificationTM (“Codification”) will become the source of authoritative GAAP. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) under authority of federal securities laws are also sources of authoritative GAAP for SEC registrants. This Statement is effective for financial statements issued for interim and annual periods ending after September 15, 2009. On the effective date of this Statement, all then-existing non-SEC accounting and reporting standards are superseded and all nongrandfathered, non-SEC accounting literature not included in the Codification is deemed nonauthoritative. The issuance of this Statement and the Codification will not change GAAP and therefore will not have an impact of the Company’s financial position or results of operation upon adoption on September 15, 2009.
 
Following issuance of this statement, the Board will not issue new standards in the form of Statements, FASB Staff Positions (“FSP”), or Emerging Issues Task Force Abstracts. Instead, it will issue Accounting Standards Updates. The Board will not consider Accounting Standards Updates as authoritative in their own right. Accounting Standards Updates will serve only to update the Codification, provide background information about the guidance, and provide the bases for conclusions on the change(s) in the Codification.
 
Subsequent Events. In May 2009, the FASB issued SFAS No. 165, Subsequent Events. The statement establishes general standards of accounting for and disclosure of events that occur after the balance sheet date but before the financial statements are issued or are available to be issued. In particular, this statement sets forth:
 
·  
The period after the balance sheet date during which management of a reporting entity should evaluate events or transactions that may occur for potential recognition or disclosure in the financial statements.
·  
The circumstances under which an entity should recognize events or transactions occurring after the balance sheet date in its financial statements.
·  
The disclosures that an entity should make about events or transactions that occurred after the balance sheet date.
 
Additionally, the statement requires disclosure of the date through which an entity has evaluated subsequent events and the basis for that date, that is, whether that date represents the date the financial statements were issued or were available to be issued. This disclosure is intended to alert all users of the financial statements that an entity has not evaluated subsequent events after that date in the set of financial statements being presented. This statement was effective for interim and annual periods ending after June 15, 2009 and did not have a material impact of the Company’s financial condition or results of operation.
 
Effective Date of FASB Statement No. 157. In February 2008, the FASB issued FSP 157-2, Effective Date of FASB Statement No. 157, that permits a one-year deferral in applying the measurement provisions of SFAS No. 157 to non-financial assets and non-financial liabilities (non-financial items) that are not recognized or disclosed at fair value in an entity’s financial statements on a recurring basis (at least annually). Therefore, if the change in fair value of a non-financial item is not required to be recognized or disclosed in the financial statements on an annual basis or more frequently, the effective date of application of SFAS No. 157 to that item is deferred until fiscal years beginning after November 15, 2008 and interim periods within those fiscal years. This deferral does not apply, however, to an entity that applied SFAS No. 157 in interim or annual financial statements prior to the issuance of FSP 157-2. This FSP was adopted on January 1, 2009 and did not have a material effect on the Company’s financial condition or results of operations.
 
Noncontrolling Interests in Consolidated Financial Statements – an amendment of Accounting Research Bulletin (“ARB”) No. 51.  In December 2007 the FASB issued SFAS No. 160, Noncontrolling Interests in Consolidated Financial Statements – an amendment of ARB No. 51. SFAS 160 establishes standards related to the treatment of noncontrolling interests. A noncontrolling interest, sometimes called a minority interest, is the portion of equity in a subsidiary not attributable, directly or indirectly, to a parent. SFAS No. 160 requires noncontrolling interests to be treated as a separate component of equity, not as a liability or other item outside permanent equity. The Statement applies to the accounting for noncontrolling interests and transactions with noncontrolling interest holders in consolidated financial statements. The objective of this Statement is to improve the relevance, comparability, and transparency of the financial
 
 
 
7

 
 

 
information that a reporting entity provides in its consolidated financial statements. Before this Statement was issued, limited guidance existed for reporting noncontrolling interests. As a result, considerable diversity in practice existed. So-called minority interests were reported in the consolidated statement of financial position as liabilities or in the mezzanine section between liabilities and equity. This statement is effective for fiscal years and interim periods within those fiscal years beginning on or after December 15, 2008. Earlier application is prohibited. This statement was adopted on January 1, 2009 and did not have a material effect on the Company’s financial condition or results of operations.
 
Determining Whether a Market Is Not Active and a Transaction Is Not Distressed. In April 2009, FASB issued FSP No. FAS 157-4, Determining Fair Value When the Volume and Level of Activity for the Asset or Liability Have Significantly Decreased and Identifying Transactions That Are Not Orderly. SFAS No. 157, Fair Value Measurements, defines fair value as the price that would be received to sell the asset or transfer the liability in an orderly transaction (that is, not a forced liquidation or distressed sale) between market participants at the measurement date under current market conditions. FSP FAS 157-4 provides additional guidance on determining when the volume and level of activity for the asset or liability has significantly decreased. The FSP also includes guidance on identifying circumstances when a transaction may not be considered orderly. FSP FAS 157-4 provides a list of factors that a reporting entity should evaluate to determine whether there has been a significant decrease in the volume and level of activity for the asset or liability in relation to normal market activity for the asset or liability. When the reporting entity concludes there has been a significant decrease in the volume and level of activity for the asset or liability, further analysis of the information from that market is needed and significant adjustments to the related prices may be necessary to estimate fair value in accordance with SFAS No. 157.
 
This FSP clarifies that when there has been a significant decrease in the volume and level of activity for the asset or liability, some transactions may not be orderly. In those situations, the entity must evaluate the weight of the evidence to determine whether the transaction is orderly. The FSP provides a list of circumstances that may indicate that a transaction is not orderly. A transaction price that is not associated with an orderly transaction is given little, if any, weight when estimating fair value.
 
This FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  An entity early adopting FSP FAS 157-4 must also early adopt FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments. The Company adopted this pronouncement and it did not have a material effect on the Company’s financial condition or results of operations.
 
Recognition and Presentation of Other-Than-Temporary Impairments. In April 2009, the FASB issued FSP No. FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairments.   FSP FAS 115-2 and FAS 124-2 clarifies the interaction of the factors that should be considered when determining whether a debt security is other-than-temporarily impaired. For debt securities, management must assess whether (a) it has the intent to sell the security and (b) it is more likely than not that it will be required to sell the security prior to its anticipated recovery. These steps are done before assessing whether the entity will recover the cost basis of the investment. Previously, this assessment required management to assert it has both the intent and the ability to hold a security for a period of time sufficient to allow for an anticipated recovery in fair value to avoid recognizing an other-than-temporary impairment (“OTTI”). This change does not affect the need to forecast recovery of the value of the security through either cash flows or market price.
 
In instances when a determination is made that OTTI exists but the investor does not intend to sell the debt security and it is not more likely than not that it will be required to sell the debt security prior to its anticipated recovery, FSP FAS 115-2 and FAS 124-2 changes the presentation and amount of the OTTI recognized in the income statement. The OTTI is separated into (a) the amount of the total OTTI related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total OTTI related to all other factors. The amount of the total OTTI related to the credit loss is recognized in earnings. The amount of the total OTTI related to all other factors is recognized in other comprehensive loss.
 
 
 
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This FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009. The Company adopted this pronouncement and recorded a $1.1 million increase to retained earnings (net of $584,000 of taxes) and a corresponding increase to accumulated other comprehensive loss as the cumulative effect adjustment for the noncredit-related portion of OTTI losses previously recognized in earnings. Refer to Note 3 for further discussion.
 
Interim Disclosures about Fair Value of Financial Instruments. In April 2009, the FASB issued FSP No. FAS 107-1 and APB 28-1, Interim Disclosures about Fair Value of Financial Instruments. FSP FAS 107-1 and APB 28-1 amends SFAS No. 107, Disclosures about Fair Value of Financial Instruments, to require disclosures about fair value of financial instruments for interim reporting periods of publicly traded companies as well as in annual financial statements. This FSP also amends APB Opinion No. 28, Interim Financial Reporting, to require those disclosures in summarized financial information at interim reporting periods.
 
This FSP is effective for interim and annual reporting periods ending after June 15, 2009, with early adoption permitted for periods ending after March 15, 2009.  An entity early adopting FSP FAS 107-1 and APB 28-1 must also early adopt FSP FAS 157-4 and FSP FAS 115-2 and FAS 124-2. The Company adopted this pronouncement and it did not have a material effect on the Company’s financial condition or results of operations.
 

 
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Note 3.  Securities
 
The following table sets forth the amortized cost and fair value of securities available-for-sale at the dates indicated (dollars in thousands).
 
         
Gross
   
Gross
       
   
Amortized
   
Unrealized
   
Unrealized
   
Fair
 
June 30, 2009
 
Cost
   
Gains
   
Losses
   
Value
 
Government-Sponsored Enterprises
  $ 3,000     $ -     $ 126     $ 2,874  
Municipal bonds
    4,015       140       2       4,153  
Mortgage-backed
    35,106       1,010       51       36,065  
REMICs
    33,053       881       2,026       31,908  
Corporate debt
    3,995       -       2,539       1,456  
Equities
    49       -       -       49  
Total securities available-for-sale
  $ 79,218     $ 2,031     $ 4,744     $ 76,505  
                                 
December 31, 2008
                               
Government-Sponsored Enterprises
  $ 9,267     $ 99     $ -     $ 9,366  
Mortgage-backed
    41,359       708       87       41,980  
REMICs
    32,590       318       525       32,383  
Corporate debt
    3,995       -       2,340       1,655  
Equities
    49       -       -       49  
Total securities available-for-sale
  $ 87,260     $ 1,125     $ 2,952     $ 85,433  

The amortized cost and fair value of securities at June 30, 2009 by contractual maturity were as follows. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without penalties.
 
   
Amortized
   
Fair
 
(Dollars in thousands)
 
Cost
   
Value
 
Due in one year or less
  $ -     $ -  
Due from one to five years
    2,413       2,413  
Due from five to ten years
    8,109       8,204  
Due after ten years
    68,647       65,839  
No scheduled maturity
    49       49  
Total
  $ 79,218     $ 76,505  

 
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The following table presents gross unrealized losses and fair value of securities aggregated by category and length of time that individual securities have been in a continuous loss position at the dates indicated (dollars in thousands).
 
   
Less than 12 months
   
12 months or more
   
Total
   
Number of
   
Fair
   
Unrealized
   
Number of
   
Fair
   
Unrealized
   
Number of
   
Fair
 
Unrealized
June 30, 2009
 
Securities
   
Value
   
Losses
   
Securities
   
Value
   
Losses
   
Securities
   
Value
 
Losses
Government-sponsored enterprises
    1     $ 2,874     $ 126       -     $ -     $ -       1     $ 2,874     $ 126  
Municipal bonds
    1       2,004       2       -       -       -       1       2,004       2  
Mortgage-backed
    26       2,393       50       3       34       1       29       2,427       51  
                                                                         
REMICs:
                                                                       
Private label issuer:
                                                                       
Prime fixed and adjustable rate
    2       724       98       3       1,091       57       5       1,815       155  
Alt-A fixed rate
    9       4,497       1,834       1       841       25       10       5,338       1,859  
Government-sponsored enterprises
    3       1,232       10       1       268       2       4       1,500       12  
Total REMICs
    14       6,453       1,942       5       2,200       84       19       8,653       2,026  
                                                                         
Corporate debt
    -       -       -       3       1,456       2,539       3       1,456       2,539  
Total securities temporarily impaired
    42     $ 13,724     $ 2,120       11     $ 3,690     $ 2,624       53     $ 17,414     $ 4,744  
                                                                         
                                                                         
                                                                         
   
Less than 12 months
   
12 months or more
   
Total
   
Number of
   
Fair
   
Unrealized
   
Number of
   
Fair
   
Unrealized
   
Number of
   
Fair
 
Unrealized
December 31, 2008
 
Securities
   
Value
   
Losses
   
Securities
   
Value
   
Losses
   
Securities
   
Value
 
Losses
Mortgage-backed
    71     $ 9,052     $ 86       2     $ 14     $ 1       73     $ 9,066     $ 87  
                                                                         
REMICs:
                                                                       
Private label issuer:
                                                                       
Prime fixed and adjustable rate
    3       1,277       137       2       710       185       5       1,987       322  
Alt-A fixed rate
    1       894       23       -       -       -       1       894       23  
Government-sponsored enterprises
    7       3,406       180       -       -       -       7       3,406       180  
Total REMICs
    11       5,577       340       2       710       185       13       6,287       525  
                                                                         
Corporate debt
    -       -       -       3       1,655       2,340       3       1,655       2,340  
Total securities temporarily impaired
    82     $ 14,629     $ 426       7     $ 2,379     $ 2,526       89     $ 17,008     $ 2,952  

 
As part of the Company’s review of its available-for-sale securities at December 31, 2008, it was determined that 11 private label mortgage-backed securities for vintages 2005 through 2007 with an unrealized loss of $4.8 million had OTTI. Of these securities, 9 were significantly downgraded by the rating agencies in December 2008 with all but one accorded below investment grade status. In addition to the decrease in fair market value, the underlying assets reflected further deterioration with respect to delinquencies, foreclosures and payment speed which identified a potential loss of principal based on cash flow analysis.
 
In the second quarter of 2009, the Company adopted FSP FAS 115-2 and FAS 124-2, Recognition and Presentation of Other-Than-Temporary Impairment, which requires the recognition of credit-related OTTI on debt securities in earnings while noncredit-related OTTI on debt securities not expected to be sold is recognized in accumulated other comprehensive income (“OCI”). FSP FAS 115-2 and FAS No. 124-2 requires the Company to assess whether the credit loss existed by considering whether (a) the Company has the intent to sell the security, (b) it is more likely than not that it will be required to sell the security before recovery, or (c) it does not expect to recover the entire amortized cost basis of the security. The guidance allows the Company to bifurcate the OTTI on securities not expected to be sold or where the entire amortized cost of the security is not expected to be recovered into the components representing credit loss and the component representing loss related to other factors. The portion of the fair value decline attributable to credit loss must be recognized through earnings.
 
 
 
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In accordance with the guidance, the Company evaluated the previously recognized $4.8 million of OTTI charges for private label mortgage-backed securities. The Company determined that $3.1 million of the OTTI charges were credit-related and $1.7 million of the OTTI charges were noncredit-related. (To determine the credit related loss, the Company utilized the process as noted in the section on Private Label – REMICS).  Since we do not expect to sell these securities and it is more likely than not that we will not be required to sell the securities before recovery of their amortized cost basis, the Company recorded a $1.1 million increase to retained earnings (net of $584,000 of taxes) and a corresponding decrease to accumulated other comprehensive loss (“OCL”) as the cumulative effect adjustment for the noncredit-related portion at April 1, 2009.
 
The Company reviews its investment portfolio on a quarterly basis for indications of impairment. This review includes analyzing the length of time and the extent to which the fair value has been lower than the cost, the financial condition and near-term prospects of the issuer including any specific events that may influence the operations of the issuer, and the intent and ability to hold the investment for a period of time sufficient to allow for any anticipated recovery in the market.  
 
Other Securities – This category includes Government-Sponsored Enterprises (“GSE”), municipal bonds, mortgage-backed and GSE - REMICS. At June 30, 2009, the Company had a total of 35 securities with an unrealized loss of $191,000 in these categories. Of this total, 31 securities with an unrealized loss of $188,000 were in a loss position for less than 12 months. An evaluation of the individual securities was performed whereby we reviewed all credit ratings and noted all remain at investment grade. Additionally, all securities except the municipal bond are issued and backed by a Government-Sponsored Enterprise (“FNMA”, “FHLMC”). The Company believes the unrealized losses are due to changes in market interest rates in the current economic environment. The Company does not intend to sell the securities and it is more likely than not it will not be required to sell the securities before their recovery. The Company expects to recover the entire amortized cost basis of these securities and concluded that there is no OTTI on these securities.
 
Corporate Debt – At June 30, 2009, the Company had three securities that were in an unrealized loss position for 12 months or greater at an amount of $2.5 million. These securities consist of two pools of insurance company issued preferred trust obligations. These securities were downgraded in the current quarter from their original rating issuance to below investment grade. The lack of liquidity in the market for this type of security, credit rating downgrades and market uncertainties are factors contributing to the unrealized losses on these securities. The following table provides additional information related to our pooled preferred trust obligations at June 30, 2009 (dollars in thousands):
 
 
Class
 
Tranche
   
Amortized Cost
   
Fair Value
   
Unrealized Loss
   
S&P / Fitch Rating
 
Current
Number
of Insurance
Companies
   
Actual Deferrals
and Defaults
as a Percent
of Current
Collateral
   
Excess Subordination as a Percent of Current Performing Collateral
 
I-PreTSL 1 
 
Mezzanine
    B-3     $ 1,500     $ 897     $ (603 )  
B+/BB
    18       16.60%       5.72%  
I-PreTSL 2
 
Mezzanine
    B-3       2,495       559       (1,936 )  
B+/BB
    29       -       13.04%  
                $ 3,995     $ 1,456     $ (2,539 )                            

These securities are evaluated for OTTI within the scope of EITF 99-20, Recognition of Interest Income and Impairment on Purchased Beneficial Interests and Beneficial Interests That Continue to be Held by a Transferor in Securitized Financial Assets, and FSP EITF 99-20-1, Amendments to the Impairment Guidance of EITF Issue No. 99-20, by determining whether it is probable that an adverse change in estimated cash flows has occurred. Determining whether there has been an adverse change in estimated cash flows involves the calculation of the present value of remaining cash flows compared to previously projected cash flows. We consider the discounted cash flow analysis to be our primary evidence when determining whether credit-related OTTI exists. Additionally, reports are reviewed that provide
 
 
 
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information for the amount of deferral/defaults that would have to occur to prevent the tranche from collecting contractual cash flows (principal and interest).
 
Based on the analysis performed in addition to that the Company does not expect to sell these securities and it is not more likely than not that the Company will be required to sell the securities before recovery of their amortized cost basis, the Company concluded that there is no OTTI on these securities.
 
Private Label – REMICS – At June 30, 2009, the Company had 15 securities with an unrealized loss of $2.0 million of which four securities with an unrealized loss of $82,000 were in a loss position for 12 months or greater and the remaining 11 securities with an unrealized loss of $1.9 million were in a loss position for less than 12 months. The securities consist of the following vintages that range from 2003 - 2007 as noted (dollars in thousands):
 
   
Less than 12 months
   
12 months or more
   
Total
 
   
Number of
   
Fair
   
Unrealized
   
Number of
   
Fair
   
Unrealized
   
Number of
   
Fair
   
Unrealized
 
June 30, 2009
 
Securities
   
Value
   
Losses
   
Securities
   
Value
   
Losses
   
Securities
   
Value
   
Losses
 
Vintage
                                                     
2003
    1     $ 363     $ 6       4     $ 1,932     $ 82       5     $ 2,295     $ 88  
2004
    1       361       92       -       -       -       1       361       92  
2005
    1       362       104       -       -       -       1       362       104  
2006
    6       3,264       1,398       -       -       -       6       3,264       1,398  
2007
    2       871       332       -       -       -       2       871       332  
Total
    11     $ 5,221     $ 1,932       4     $ 1,932     $ 82       15     $ 7,153     $ 2,014  
 
The vintages for 2005-2007 represent the majority of the unrealized loss in this category. These vintages are the securities for which we recorded OTTI charges in the prior year. All but one of the securities in this vintage are ALT-A. At June 30, 2009, the credit ratings for 2003-2004 vintages were investment grade and 2005-2007 vintages were below investment grade. The increase in unrealized loss compared to December 31, 2008 was primarily the result of the adoption of FSP FAS 115-2 pursuant to which $1.7 million of previously recognized OTTI was deemed to be noncredit-related loss. OTTI was previously recognized on one security of 2006 vintage and one security of 2007 vintage however, these securities are currently in an unrealized gain position of $320,000 and are not included in the schedule above.
 
The Company determined credit losses by estimating the cash flows of the individual securities based on the collateral (underlying mortgages) and taking into consideration the transaction structure, which includes any subordination or credit enhancements that exist. The model also required estimates/projections of a number of key assumptions, which include prepayment rates, loss severity and default rates.
 

 
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To determine estimates for the key assumptions we reviewed the historical performance of each security in the context of the uncertain economic environment. Specific details of the collateral (underlying mortgages) and whether there were any characteristics between securities that could provide insight into future performance were evaluated. Our review of historical performance focused on loss severities, default rates, delinquencies and foreclosure percentages. We reviewed the individual securities and the composition of collateral, which included types of loans (fixed, interest only), term (30 year, 10 year interest only), geographic concentrations (California and Florida), loan-to-value ratios (average 70%), and FICO scores (average 700). Based on this information we were able to compile key assumptions and perform cash modeling to determine potential impairment. These assumptions were utilized in determination of credit losses for adoption of FSP 115-2. We understand these are estimates and are highly subjective. If conditions deteriorate, we may incur additional OTTI. The key base assumptions are as follows and represent the ranges utilized for individual securities.
 
Key Assumptions
 
Percentage
 
Prepayment rate
 
6 CPR
 
Loss Severity
  39 - 63%  
Default
   5 - 10.5%  
 
Based on cash flow analysis, and since we do not expect to sell these securities and it is more likely than not that we will not be required to sell the securities before recovery of their amortized cost basis, we concluded there is no additional OTTI on these securities.
 
FHLB Stock – The Company is a member of the FHLB of Pittsburgh. As a member, the Company is required to purchase and hold stock in the FHLB to satisfy membership and borrowing requirements in order to obtain low cost products and services offered by the FHLB. Unlike investment securities, FHLB stock does not provide its holders with an opportunity for appreciation because by regulation FHLB stock can only be purchased, redeemed and transferred at par value. At June 30, 2009 and December 31, 2008, the Company’s FHLB stock totaled $6.9 million.
 
The Company evaluates impairment in FHLB stock when certain conditions warrant further consideration. In December 2008, the FHLB voluntarily suspended dividend payments on its stock as well as the repurchase of excess stock from members. The FHLB stated that this was due to a reduction in core earnings and concern over the FHLB’s capital position. After evaluating such factors as the capital adequacy of the FHLB, its overall operating performance and the FHLB’s liquidity and funding position, the Company concluded that the par value was ultimately recoverable and no impairment charge was recognized at June 30, 2009.
 

 
14

 
 

 
Note 4.  Loans
 
The following table sets forth the composition of our loan portfolio at the dates indicated.
 
     
June 30, 2009
   
December 31, 2008
 
(Dollars in thousands)
 
Amount
   
Percent
   
Amount
   
Percent
 
Real estate-mortgage:
                       
 
One-to-four family residential
  $ 155,563       64.9   $ 155,871       65.7 %
 
Multi-family
    11,054       4.6       10,946       4.6  
 
Commercial
    29,502       12.3       24,301       10.3  
 
Total real estate-mortgage
    196,119       81.8       191,118       80.6  
                                   
Real estate-construction:
                               
 
Residential
    5,646       2.4       9,833       4.2  
 
Commercial
    3,443       1.4       3,443       1.5  
 
Total real estate-construction
    9,089       3.8       13,276       5.7  
 
                                 
Consumer:
                               
 
Home equity
    23,736       9.9       22,344       9.4  
 
Loans on savings accounts
    900       0.4       886       0.4  
 
Home improvement
    200       0.1       233       0.1  
 
Other
    509       0.2       588       0.2  
 
Total consumer
    25,345       10.6       24,051       10.1  
                                   
Commercial business
    9,163       3.8       8,474       3.6  
      
Total loans
  $ 239,716       100.0   $ 236,919       100.0 %
                                   
Net premiums on loans purchased
    117               120          
Net deferred loan costs
    806               850          
Loans in process
    (2,144 )             (5,899 )        
Allowance for loan losses
    (2,147 )             (1,806 )        
      
Loans, net
  $ 236,348             $ 230,184          


 
15

 
 

 
Nonperforming Assets.  The following table provides information with respect to our nonperforming assets at the dates indicated.
 
   
June 30,
   
December 31,
 
(Dollars in thousands)
 
2009
   
2008
 
Nonaccrual loans:
           
Real estate - mortgage
  $ 1,636     $ 632  
Consumer
    113       4  
Total
    1,749       636  
                 
Accruing loans past due 90 days or more
    -       -  
Total of nonaccrual and 90 days or more
               
past due loans (nonperforming loans)
    1,749       636  
Real estate owned
    306       295  
Total nonperforming assets
  $ 2,055     $ 931  
                 
Troubled debt restructurings
    -       -  
Troubled debt restructurings and total
               
nonperforming assets
  $ 2,055     $ 931  
                 
Total nonperforming loans to total loans
    0.73     0.27 %
Total nonperforming assets to total assets
    0.59       0.27  

The increase in nonaccrual loans at June 30, 2009 is primarily related to two multi-family mortgage loans in our purchased secondary market mortgage portfolio with a carrying value of $765,000.
 
Allowance for loan losses.  The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. We evaluate the need to establish allowances against losses on loans on a quarterly basis. When additional allowances are necessary, a provision for loan losses is recorded. The following table summarizes the activity in the allowance for loan losses for the periods indicated.
 
   
Three Months Ended
   
Six Months Ended
   
Year Ended
 
   
June 30,
   
June 30,
   
December 31,
 
(Dollars in thousands)
 
2009
   
2008
   
2009
   
2008
   
2008
 
Allowance at beginning of period
  $ 1,953     $ 1,345     $ 1,806     $ 1,457     $ 1,457  
Provision for loan losses
    230       220       390       279       878  
Charge-offs
    (36 )     (49 )     (50 )     (220 )     (529 )
Recoveries
    -       -       1       -       -  
Net charge-offs
    (36 )     (49 )     (49 )     (220 )     (529 )
Allowance at end of period
  $ 2,147     $ 1,516     $ 2,147     $ 1,516     $ 1,806  

 
 
16

 
 

 
Note 5.  Deposits
 
The following table sets forth the balances of our deposit products at the dates indicated.
 
     
June 30, 2009
 
December 31, 2008
(Dollars in thousands)
 
Amount
   
Percent
 
Amount
   
Percent
Noninterest-bearing demand deposits
  $ 14,460       7.9 %   $ 12,005       6.9 %
Interest-bearing demand deposits
    13,112       7.1       11,336       6.6  
Savings accounts
    22,769       12.4       22,477       13.0  
Money market accounts
    49,683       27.0       43,873       25.4  
Certificates of deposit
    83,900       45.6       83,113       48.1  
      
Total deposits
  $ 183,924       100.0 %   $ 172,804       100.0 %

Note 6.  Borrowings
 
We utilize borrowings as a supplemental source of funds for loans and securities.  The primary source of borrowings are FHLB advances and, to a limited extent, repurchase agreements. The following table sets forth borrowings based on their stated maturities and weighted average rates for the periods indicated.
 
   
June 30, 2009
 
December 31, 2008
       
Weighted
     
Weighted
       
Average
     
Average
(Dollars in thousands)
 
Balance
 
Rate
 
Balance
 
Rate
Due in one year or less
  $ 20,080       4.64 %   $ 33,739       3.39 %
Due in one to two years
    32,566       3.75       25,950       4.20  
Due in two to three years
    8,051       4.26       23,215       3.57  
Due in three to four years
    24,554       4.30       22,803       4.53  
Due in four to five years
    28,016       3.54       23,703       3.68  
Due after five years
    3,000       5.13       3,000       5.13  
Total
  $ 116,267       4.04 %   $ 132,410       3.87 %

The following table sets forth information concerning our borrowings for the periods indicated.
 
 
Six Months
   
Year
 
Ended
   
Ended
 
June 30,
   
December 31,
(Dollars in thousands)
2009
   
2008
Maximum amount outstanding at any month end
             
       during the period
  $ 127,559       $ 135,337  
Average amounts outstanding during the period
    122,821         120,704  
Weighted average rate during the period
    3.93       3.99 %

Note 7.  Earnings Per Share
 
Basic earnings per common share is calculated by dividing FedFirst Financial’s net income available to common stockholders by the weighted-average number of common shares outstanding during the period. Diluted earnings per common share is computed in a manner similar to basic earnings per common share except that the weighted-average number of common shares outstanding is increased to include the
 
 
 
17

 
 
 

 
incremental common shares (as computed using the treasury stock method) that would have been outstanding if all potentially dilutive common stock equivalents were issued during the period. Common stock equivalents include restricted stock awards and stock options. Anti-dilutive shares are common stock equivalents with weighted-average exercise prices in excess of the weighted-average market value for the periods presented. There were no dilution from stock options or awards for the three or six months ended June 30, 2009. Unallocated common shares held by the Employee Stock Ownership Plan (“ESOP”) are not included in the weighted-average number of common shares outstanding for purposes of calculating both basic and diluted earnings per common share until they are committed to be released.
 
   
Three Months Ended
   
Six Months Ended
 
   
June 30,
   
June 30,
 
(Dollars in thousands, except per share amounts)
 
2009
   
2008
   
2009
   
2008
 
                         
Net income of FedFirst Financial Corporation
  $ 48     $ 65     $ 367     $ 333  
Weighted-average shares outstanding:
                               
Basic
    6,078,615       5,995,088       6,076,000       5,983,500  
Effect of dilutive stock options and
                               
restrictive stock awards
    -       -       -       -  
Diluted
    6,078,615       5,995,088       6,076,000       5,983,500  
                                 
Earnings per share:
                               
Basic and diluted
  $ 0.01     $ 0.01     $ 0.06     $ 0.06  

Note 8.  Fair Value Measurements and Fair Values of Financial Instruments
 
Management uses its best judgment in estimating the fair value of the Company’s financial instruments; however, there are inherent weaknesses in any estimation technique. Therefore, for substantially all financial instruments, the fair value estimates herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction on the dates indicated. The estimated fair value amounts have been measured as of June 30, 2009 and December 31, 2008 and have not been re-evaluated or updated for purposes of these financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to June 30, 2009 and December 31, 2008 may be different than the amounts reported at each period end.
 
SFAS No. 157 establishes a fair value hierarchy that prioritizes the inputs to valuation methods used to measure fair value. The hierarchy gives the highest priority to unadjusted quoted prices in active markets for identical assets or liabilities (Level 1 measurements) and the lowest priority to unobservable inputs (Level 3 measurements).  The three levels of the fair value hierarchy under SFAS No. 157 are as follows:
 
 
Level 1 –
Quoted prices for identical instruments in active markets.
 
 
Level 2 –
Quoted prices for similar instruments in active markets; quoted prices for identical or similar instruments in markets that are active, and model derived valuations in which significant inputs or significant drivers are observable in active markets.
 
 
Level 3 –
Valuations derived from valuation techniques in which one or more significant inputs or significant drivers are unobservable.
 
The majority of the Company’s securities are included in Level 2 of the fair value hierarchy. Fair values were determined by a third party pricing service using both quoted prices for similar assets, when available, and model-based valuation techniques that derive fair value based on market-corroborated data, such as instruments with similar prepayment speeds and default interest rates. In some instances, the fair value of certain securities cannot be determined using these techniques due to the lack of relevant market data. As
 
 
 
18

 
 
 

 
such, these securities are valued using an alternative technique and classified within Level 3 of the fair value hierarchy.
 
At June 30, 2009, Level 3 includes 11 securities totaling $3.1 million. This balance is comprised of eight mortgage-backed securities at $1.6 million and three corporate debt securities at $1.5 million, which are pooled trust preferred insurance corporation term obligations. The mortgage-backed securities, which were AAA rated at purchase, do not have an active market and as such the Company has used an alternative method to determine the fair value of these securities. The fair value has been determined using a discounted cash flow model using market assumptions, which generally include cash flow, collateral and other market assumptions. The corporate debt securities, which were rated A at purchase and recently downgraded to B+, could not be priced using quoted market prices, observable market activity or comparable trades, and the financial market was considered not active. The trust preferred market has been severely impacted by the lack of liquidity in the credit markets and concern over the financial services industry. Fair values for trust preferred securities were obtained from pricing sources with reasonable pricing transparency, taking into account other unobservable inputs related to the risks for each issuer. The pooled trust preferred corporate term obligations owned are collateralized by the trust preferred securities of insurance companies in the U.S. There has been little or no active trading in these securities; therefore it was more appropriate to determine fair value using a discounted cash flow analysis. Determining the appropriate discount rate for the discounted cash flow analysis combined current and observable market spreads for comparable structured credit products with specific risks identified within each issue. The observable market spreads incorporated both credit and liquidity premiums.
 
The following tables set forth the fair value hierarchy of securities at June 30, 2009 and December 31, 2008.
 
(Dollars in thousands)
 
June 30, 2009
   
December 31, 2008
 
Significant other observable inputs (Level 2)
  $ 73,363     $ 80,062  
Significant unobservable inputs (Level 3)
    3,142       5,371  
Total securities
  $ 76,505     $ 85,433  
                 
   
Significant
         
   
Unobservable Inputs
         
(Dollars in thousands)
 
(Level 3)
         
December 31, 2007
  $ 6,390          
Total unrealized losses
    (2,199 )        
Paydowns and maturities
    (307 )        
Net transfers in of level 3
    1,487          
December 31, 2008
  $ 5,371          
Total unrealized losses
    (109 )        
Paydowns and maturities
    (330 )        
Net transfers out of level 3
    (1,790 )        
June 30, 2009
  $ 3,142          
                 
                 
(Dollars in thousands)
 
June 30, 2009
   
December 31, 2008
 
The amount of total unrealized losses for the period included in earnings (or changes in net assets) attributable to the change in unrealized losses relating to assets still held at period indicated
  $ (109 )   $ (2,199 )

At June 30, 2009, net transfers out of level 3 related to one security whose fair value could be derived based on market corroborated data.
 
 
 
19

 
 
 

 
The following presents the fair value of financial instruments. In cases where quoted market prices are not available, fair value is based on estimates using present value or other valuation techniques. These techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. In that regard, the derived fair value estimates cannot be sustained by comparison to independent markets and, in many cases, could not be realized in immediate settlement of the instrument. Certain financial instruments and all nonfinancial instruments are excluded from the disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company. In addition, the following information should not be interpreted as an estimate of the fair value of the Company since a fair value calculation is only provided for a limited portion of the Company’s assets and liabilities. Due to a wide range of valuation techniques and the degree of subjectivity used in making the estimates, comparisons between the Company’s disclosures and those of other companies may not be meaningful. The following methods and assumptions were used to estimate the fair values of the Company’s financial instruments at June 30, 2009 and December 31, 2008.
 
Cash and Cash Equivalents
 
The carrying amounts approximate the asset’s fair values.
 
Securities (Including Mortgage-Backed Securities)
 
The fair value of securities are determined by a third party pricing service using both quoted prices for similar assets, when available, and model-based valuation techniques that derive fair value based on market-corroborated data, such as instruments with similar prepayment speeds and default interest rates (Level 2). In some instances, the fair value of certain securities cannot be determined using these techniques due to the lack of relevant market data. As such, these securities are valued using an alternative technique and classified within Level 3 of the fair value hierarchy. Alternative techniques include using a discounted cash flow model using market assumptions, which generally include cash flow, collateral and other market assumptions or obtaining fair values from pricing sources with reasonable pricing transparency, taking into account other unobservable inputs related to the risks for each issuer.
 
Loans
 
The fair values for one-to-four family residential loans are estimated using discounted cash flow analyses using mortgage commitment rates from either FNMA or FHLMC. The fair values of consumer and commercial loans are estimated using discounted cash flow analyses, using interest rates reported in various government releases. The fair values of multi-family and nonresidential mortgages are estimated using discounted cash flow analysis, using interest rates based on national commitment rates on similar loans.
 
Federal Home Loan Bank Stock
 
The carrying amount approximates the asset’s fair value.
 
Accrued Interest Receivable and Accrued Interest Payable
 
The fair value of these instruments approximates the carrying value.
 
Deposits
 
The fair values disclosed for demand deposits (eg., savings accounts) are, by definition, equal to the amount payable on demand at the repricing date (i.e., their carrying amounts).  Fair values of certificates
 
 
 
20

 
 
 

 
of deposits are estimated using a discounted cash flow calculation that applies the FHLB of Pittsburgh advance yield curve to the maturity schedule of the Bank’s certificates of deposit.
 
Borrowings
 
The fair value the FHLB advances and repurchase agreements are estimated using a discounted cash flow calculation using the current FHLB advance yield curve. This is the method that the FHLB of Pittsburgh used to determine the cost of terminating the borrowing contract. The FHLB of Pittsburgh issues a valuation report for convertible select advances.
 
Commitments to Extend Credit
 
These financial instruments are generally not subject to sale and estimated fair values are not readily available. The carrying value, represented by the net deferred fee arising from the unrecognized commitment, and the fair value determined by discounting the remaining contractual fee over the term of the commitment using fees currently charged to enter into similar agreements with similar credit risk, are not considered material for disclosure purposes. The contractual amounts of unfunded commitments are presented in the Liquidity and Capital Management section of Item 2 in this report.
 
The following table sets forth the carrying amount and estimated fair value of financial instruments.
 
(Dollars in thousands)
 
June 30, 2009
   
December 31, 2008
 
     
Carrying
   
Estimated
   
Carrying
   
Estimated
 
     
Amount
   
Fair Value
   
Amount
   
Fair Value
 
Financial assets:
                       
 
Cash and cash equivalents
  $ 7,571     $ 7,571     $ 7,847     $ 7,847  
 
Securities
    76,505       76,505       85,433       85,433  
 
Loans, net
    236,348       241,682       230,184       235,331  
 
FHLB stock
    6,901       6,901       6,901       6,901  
 
Accrued interest receivable
    1,516       1,516       1,652       1,652  
                                   
Financial liabilities:
                               
 
Deposits
    183,924       185,328       172,804       174,565  
 
Borrowings
    116,267       119,271       132,410       135,740  
 
Accrued interest payable
    935       935       1,289       1,289  

Note 9.  Subsidiary/Segment Reporting
 
The consolidated operating results of FedFirst Financial are presented as a single financial services segment. FedFirst Financial is the parent company of the Bank, which owns FFEC. FFEC has an 80% controlling interest in Exchange Underwriters, Inc. Exchange Underwriters, Inc. is managed separately from the banking and related financial services that the Company offers. Exchange Underwriters, Inc. is an independent insurance agency that offers property and casualty, life, health, commercial general liability, surety and other insurance products.
 

 
21

 

  
Following is a table of selected financial data for the Company's subsidiaries and consolidated results for the dates indicated.
 
(Dollars in thousands)
First Federal
Savings Bank
   
Exchange
Underwriters,
Inc.
   
Other
   
Net
Eliminations
   
Consolidated
 
                               
June 30, 2009
                             
 Assets
  $ 345,843     $ 1,419     $ 39,375     $ (40,927 )   $ 345,710  
 Liabilities
    310,565       662       43       (6,038 )     305,232  
 Stockholders' equity
    35,278       757       39,332       (34,889 )     40,478  
                                         
December 31, 2008
                                       
 Assets
  $ 350,517     $ 1,338     $ 39,346     $ (41,440 )   $ 349,761  
 Liabilities
    316,262       489       45       (6,459 )     310,337  
 Stockholders' equity
    34,255       849       39,301       (34,981 )     39,424  
                                         
Three Months Ended June 30, 2009
                                       
 Total interest income
  $ 4,480     $ 4     $ 30     $ (30 )   $ 4,484  
 Total interest expense
    2,248       -       -       (30 )     2,218  
 Net interest income
    2,232       4       30       -       2,266  
 Provision for loan losses
    230       -       -       -       230  
 Net interest income after provision for loan losses
    2,002       4       30       -       2,036  
 Noninterest income
    386       595       -       (94 )     887  
 Noninterest expense
    2,309       432       70       -       2,811  
 Undistributed net loss of subsidiary
    95       -       -       (95 )     -  
 Income (loss) before income tax expense (benefit) and
                                       
noncontrolling interest in net income of consolidated subsidiary
    174       167       (40 )     (189 )     112  
 Income tax expense (benefit)
    (13 )     72       (14 )     -       45  
 Net income (loss) before noncontrolling interest in net
                                       
     income of consolidated subsidiary
    187       95       (26 )     (189 )     67  
 Less: Noncontrolling interest in net income of consolidated
  subsidiary
    19       -       -       -       19  
 Net income (loss)
  $ 168     $ 95     $ (26 )   $ (189 )   $ 48  
                                         
Six Months Ended June 30, 2009
                                       
 Total interest income
  $ 9,044     $ 10     $ 59     $ (59 )   $ 9,054  
 Total interest expense
    4,627       -       -       (59 )     4,568  
 Net interest income
    4,417       10       59       -       4,486  
 Provision for loan losses
    390       -       -       -       390  
 Net interest income after provision for loan losses
    4,027       10       59       -       4,096  
 Noninterest income
    787       1,296       -       (283 )     1,800  
 Noninterest expense
    4,271       814       124       -       5,209  
 Undistributed net loss of subsidiary
    284       -       -       (284 )     -  
 Income (loss) before income tax expense (benefit) and
                                       
noncontrolling interest in net income of consolidated subsidiary
    827       492       (65 )     (567 )     687  
 Income tax expense (benefit)
    71       208       (16 )     -       263  
 Net income (loss) before noncontrolling interest in net
                                       
     income of consolidated subsidiary
    756       284       (49 )     (567 )     424  
 Less: Noncontrolling interest in net income of consolidated
  subsidiary
    57       -       -       -       57  
 Net income (loss)
  $ 699     $ 284     $ (49 )   $ (567 )   $ 367  

 
 
22

 
 

 
(Dollars in thousands)
 
Three Months Ended June 30, 2008
 
First Federal
Savings Bank
   
Exchange
Underwriters,
Inc.
   
Other
   
Net
Eliminations
   
Consolidated
 
 Total interest income
  $ 4,348     $ 7     $ 32     $ (32 )   $ 4,355  
 Total interest expense
    2,388       -       -       (32 )     2,356  
 Net interest income
    1,960       7       32       -       1,999  
 Provision for loan losses
    220       -       -       -       220  
 Net interest income after provision for loan losses
    1,740       7       32       -       1,779  
 Noninterest income
    257       393       -       (61 )     589  
 Noninterest expense
    1,890       291       55       -       2,236  
 Undistributed net loss of subsidiary
    61       -       -       (61 )     -  
 Income (loss) before income tax expense (benefit) and
                                       
noncontrolling interest in net income of consolidated subsidiary
    168       109       (23 )     (122 )     132  
 Income tax expense (benefit)
    12       48       (6 )     -       54  
 Net income (loss) before noncontrolling interest in net
                                       
income of consolidated subsidiary
    156       61       (17 )     (122 )     78  
 Less: Noncontrolling interest in net income of consolidated subsidiary
    13       -       -       -       13  
 Net income (loss)
  $ 143     $ 61     $ (17 )   $ (122 )   $ 65  
                                         
Six Months Ended June 30, 2008
                                       
 Total interest income
  $ 8,644     $ 17     $ 272     $ (272 )   $ 8,661  
 Total interest expense
    4,845       -       -       (63 )     4,782  
 Net interest income
    3,799       17       272       (209 )     3,879  
 Provision for loan losses
    279       -       -       -       279  
 Net interest income after provision for loan losses
    3,520       17       272       (209 )     3,600  
 Noninterest income
    799       1,113       -       (278 )     1,634  
 Noninterest expense
    3,827       649       114       -       4,590  
 Undistributed net loss of subsidiary
    278       -       -       (278 )     -  
 Income (loss) before income tax expense (benefit) and
                                       
noncontrolling interest in net income of consolidated subsidiary
    770       481       158       (765 )     644  
 Income tax expense (benefit)
    66       203       (14 )     -       255  
 Net income (loss) before noncontrolling interest in net
                                       
     income of consolidated subsidiary
    704       278       172       (765 )     389  
 Less: Noncontrolling interest in net income of consolidated subsidiary
    56       -       -       -       56  
 Net income (loss)
  $ 648     $ 278     $ 172     $ (765 )   $ 333  

Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.
 
This discussion should be read in conjunction with the unaudited consolidated financial statements, notes and tables included in this report. For further information, refer to the consolidated financial statements and notes included in FedFirst Financial Corporation’s Annual Report on Form 10-K for the year ended December 31, 2008.

Forward-Looking Statements
 
This report contains certain “forward-looking statements” within the meaning of the federal securities laws. These statements are not historical facts, rather statements based on FedFirst Financial’s current expectations regarding its business strategies, intended results and future performance. Forward-looking statements are preceded by terms such as “expects,” “believes,” “anticipates,” “intends” and similar expressions.
 
 
 
23

 
 
 

 
Management’s ability to predict results or the effect of future plans or strategies is inherently uncertain. Factors which could affect actual results include the following: interest rate trends; the general economic climate in the market area in which FedFirst Financial operates, as well as nationwide; FedFirst Financial’s ability to control costs and expenses; competitive products and pricing; loan delinquency rates and changes in federal and state legislation and regulation. Additional factors that may affect our results are discussed in FedFirst Financial’s Annual Report on Form 10-K under “Item 1A. Risk Factors.” These factors should be considered in evaluating the forward-looking statements and undue reliance should not be placed on such statements. FedFirst Financial assumes no obligation to update any forward-looking statements.

General
 
FedFirst Financial Corporation (“FedFirst Financial” or the “Company”) is a federally chartered savings and loan holding company established in 1999 to be the holding company for First Federal Savings Bank (“First Federal” or the “Bank”), a federally chartered savings bank. FedFirst Financial’s business activity is the ownership of the outstanding capital stock of First Federal. FedFirst Financial does not own or lease any property, but uses the premises, equipment and other property of First Federal with the payment of appropriate rental fees, as required by applicable law and regulations, under the terms of an expense allocation agreement. In the future, FedFirst Financial may acquire or organize other operating subsidiaries; however, there are no current plans, arrangements, agreements or understandings, written or oral, to do so.
 
We operate as a community-oriented financial institution offering residential, multi-family and commercial mortgages, consumer loans and commercial business loans as well as a variety of deposit products for individuals and businesses from nine locations in southwestern Pennsylvania. We conduct insurance brokerage activities through Exchange Underwriters, Inc., an 80%-owned subsidiary. In March 2009, Exchange Underwriters, Inc. expanded its operation through the acquisition of the Allsurance Insurance Agency, which is a full service independent insurance agency that offers life, health and property and casualty insurance for individuals and small businesses. The Bank is subject to competition from other financial institutions and to the regulations of certain federal and state agencies and undergoes periodic examinations by those regulatory authorities.
 
FedFirst Financial Mutual Holding Company (“FFMHC”) is our federally chartered mutual holding company parent. As a mutual holding company, FFMHC is a non-stock company that has as its members the depositors of First Federal. FFMHC does not engage in any business activity other than owning a majority of the common stock of FedFirst Financial. So long as we remain in the mutual holding company form of organization, FFMHC will own a majority of the outstanding shares of FedFirst Financial.
 
Our website address is www.firstfederal-savings.com. Information on our website should not be considered a part of this Form 10-Q.

Balance Sheet Analysis
 
Assets.  Total assets at June 30, 2009 were $345.7 million, a decrease of $4.1 million, or 1.2%, from total assets of $349.8 million at December 31, 2008.
 
Securities available-for-sale decreased $8.9 million, or 10.5%, to $76.5 million at June 30, 2009 compared to $85.4 million at December 31, 2008. The decrease is primarily the result of $9.3 million of calls on Government-Sponsored Enterprise securities, $7.4 million of paydowns, and $4.1 million of sales of mortgage-backed securities, which was partially offset by the purchase of $11.0 million of Government-Sponsored Enterprises, municipal bonds, and mortgage-backed securities. In addition, the securities portfolio reflects an unrealized loss of $2.7 million at June 30, 2009, primarily from corporate debt securities and private-label mortgage backed securities, compared to $1.8 million at December 31, 2008. Upon adoption of FSP FAS 115-2 in the second quarter of 2009, the Company determined that $3.1 million of the previously recognized $4.8 million OTTI charges on private label mortgage-backed securities was credit related and $1.7 million was non-credit related. As a result, the book value of the portfolio increased $1.7 million for the noncredit loss portion which was reclassified as a fair market value adjustment through accumulated OCL.
 
 
 
24

 
 
 

 
Loans, net, increased $6.2 million, or 2.7%, to $236.3 million at June 30, 2009 compared to $230.2 million at December 31, 2008. The increase was primarily the result of growth in commercial real estate, home equity and commercial business loans, partially offset by paydowns and payoffs on one-to-four family residential real estate loans.
 
Liabilities.  Total liabilities at June 30, 2009 were $305.2 million, compared to $310.3 million at December 31, 2008, a decrease of $5.1 million, or 1.6%.
 
Total deposits increased $11.1 million, or 6.4%, to $183.9 million at June 30, 2009 compared to $172.8 million at December 31, 2008. The increase in deposits was primarily in money market and noninterest-bearing and interest-bearing demand deposits. Money market account growth was due to the marketing of promotional rates.
 
Borrowings decreased $16.1 million, or 12.2%, to $116.3 million at June 30, 2009 compared to $132.4 million at December 31, 2008. Funds generated through deposit growth and security related transactions were used to reduce borrowings.
 
Stockholders’ Equity.  Stockholders’ equity was $40.5 million at June 30, 2009, an increase of $1.1 million from December 31, 2008. As a result of adopting FSP FAS 115-2, a $1.1 million increase to retained earnings (net of $584,000 of taxes) and a corresponding increase to accumulated OCL were recorded as the cumulative effect adjustment for the noncredit-related portion of OTTI losses previously recognized in earnings. Excluding the effect of applying FSP FAS 115-2, there was a $593,000 decrease in the unrealized loss position of the securities portfolio, net of tax. In addition, the Company had $367,000 in net income for the six months ended June 30, 2009.
 
Results of Operations for the Three Months Ended June 30, 2009 and 2008
 
Overview.  The Company had net income of $48,000 for the three months ended June 30, 2009, compared to $65,000 for the same period in 2008.
 
   
Three Months Ended
   
June 30,
(Dollars in thousands)
 
2009
   
2008
Net income of FedFirst Financial Corporation
  $ 48     $ 65  
Return on average assets
    0.06 %     0.08 %
Return on average equity
    0.47       0.61  
Average equity to average assets
    11.71       12.83  

Net Interest Income. Net interest income for the three months ended June 30, 2009 increased $267,000 to $2.3 million compared to the three months ended June 30, 2008. Interest rate spread and net interest margin were 2.45% and 2.79%, respectively, for the three months ended June 30, 2009 compared to 2.10% and 2.55%, respectively, for the three months ended June 30, 2008. The improvement in interest rate spread and net interest margin is primarily attributed to the growth in the loan portfolio coupled with lower costs on deposits.
 
Interest income increased $129,000, or 3.0%, to $4.5 million for the three months ended June 30, 2009 compared to the three months ended June 30, 2008 due to an increase of $10.6 million in the average balance of interest-earning assets. Interest income on loans increased $476,000 due to an increase of $33.2 million in the average balance, primarily driven by increases in one-to-four family residential real estate, commercial real estate, home equity, and commercial business loans. Interest income on securities decreased $271,000 due to a decrease of $18.0 million in the average balance, primarily from calls, paydowns, and sales of Government-sponsored agencies and mortgage-backed securities. Interest income on other interest-earning assets decreased $76,000 due to the FHLB suspending dividend payments on its capital stock.
 
Interest expense decreased $138,000, or 5.9%, to $2.2 million for the three months ended June 30, 2009 as compared to the three months ended June 30, 2008 due to a decrease of 37 basis points in cost, partially offset by an increase of $15.6 million in the average balance of interest-bearing liabilities. Interest expense on deposits decreased $201,000 due to a decrease of 66 basis points in cost, primarily related to the repricing of money market accounts and maturing certificates of deposits at lower rates, partially offset by an increase of $10.2 million in the average balance, primarily in money market accounts. Interest expense on borrowings increased $63,000 due to an increase of $5.4 million in the average balance to fund loan growth.

 
25

 
 


 
Average Balances and Yields
. The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented and are expressed in annualized rates.
 
   
Three Months Ended June 30,
 
   
2009
   
2008
 
         
Interest
               
Interest
       
   
Average
   
and
   
Yield/
   
Average
   
and
   
Yield/
 
(Dollars in thousands)
 
Balance
   
Dividends
   
Cost
   
Balance
   
Dividends
   
Cost
 
Assets:
                                   
Interest-earning assets:
                                   
Loans, net (1)(2)
  $ 233,155     $ 3,377       5.79 %   $ 199,979     $ 2,901       5.80 %
Securities (3)
    83,906       1,102       5.25       101,883       1,373       5.39  
Other interest-earning assets
    7,282       5       0.27       11,914       81       2.72  
Total interest-earning assets
    324,343     $ 4,484       5.53       313,776     $ 4,355       5.55  
Noninterest-earning assets
    24,551                       18,150                  
Total assets
  $ 348,894                     $ 331,926                  
                                                 
Liabilities and
                                               
Stockholders' equity:
                                               
Interest-bearing liablities:
                                               
Interest-bearing
                                               
demand deposits
  $ 12,988     $ 10       0.31 %   $ 11,931     $ 14       0.47 %
Savings accounts
    23,015       29       0.50       23,582       44       0.75  
Money market accounts
    48,053       253       2.11       27,745       217       3.13  
Certificates of deposit
    85,020       738       3.47       95,637       956       4.00  
Total interest-bearing deposits
    169,076       1,030       2.44       158,895       1,231       3.10  
                                                 
Borrowings
    119,426       1,188       3.98       114,001       1,125       3.95  
Total interest-bearing liabilities
    288,502       2,218       3.08       272,896       2,356       3.45  
                                                 
Noninterest-bearing liabilities
    19,534                       16,438                  
Total liabilities
    308,036                       289,334                  
                                                 
Stockholders' equity
    40,858                       42,592                  
Total liabilities and
                                               
stockholders' equity
  $ 348,894                     $ 331,926                  
                                                 
Net interest income
          $ 2,266                     $ 1,999          
                                                 
Interest rate spread (4)
                    2.45 %                     2.10 %
Net interest margin (5)
                    2.79                       2.55  
Average interest-earning
                                               
assets to average
                                               
interest-bearing liablities
                    112.42 %                     114.98 %

 
(1) 
Amount is net of deferred loan costs, loans in process and allowance for loan losses.
(2) 
Amount includes nonaccrual loans in average balances only.
(3)
Amount does not include effect of unrealized gain (loss) on securities available-for-sale.
(4) 
Interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities.
(5) 
Net interest margin represents net interest income divided by average interest-earning assets.
 

 
26

 


 
Rate/Volume Analysis
. The following table sets forth the effects of changing rates and vol­umes on our net interest income. The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The rate column shows the effects attribut­able to changes in rate (changes in rate multiplied by prior volume). Changes related to volume/rate are prorated into volume and rate components. The total column represents the net change in volume and rate.
 
   
Three Months Ended June 30, 2009
 
   
Compared To
 
   
Three Months Ended June 30, 2008
 
   
Increase (decrease) due to
 
(Dollars in thousands)
 
Volume
   
Rate
   
Total
 
                   
Interest and dividend income:
                 
Loans, net
  $ 481     $ (5 )   $ 476  
Securities
    (236 )     (35 )     (271 )
Other interest-earning assets
    (23 )     (53 )     (76 )
Total interest-earning assets
    222       (93 )     129  
                         
Interest expense:
                       
Deposits
    75       (276 )     (201 )
Borrowings
    54       9       63  
Total interest-bearing liablities
    129       (267 )     (138 )
Change in net interest income
  $ 93     $ 174     $ 267  

Provision for Loan Losses.  The provision for loan losses was $230,000 for the three months ended June 30, 2009 compared to $220,000 for the three months ended June 30, 2008. The increase in the provision is primarily related to growth and composition of the loan portfolio, predominantly in commercial real estate and business, one-to-four family residential, and home equity loans. Current conditions in the housing and credit markets and an increase in nonperforming loans also contributed to the increase in the provision. Charge-offs declined to $36,000 for the three months ended June 30, 2009 compared to $49,000 for the three months ended June 30, 2008.
 
Noninterest Income.  Noninterest income increased $298,000, or 50.6%, to $887,000 for the three months ended June 30, 2009 compared to $589,000 for the three months ended June 30, 2008. The increase is primarily attributable to an increase in insurance commissions from commercial lines and the acquisition of Allsurance Insurance Agency in March 2009.  In addition, we recognized a gain of $73,000 on the sale of securities in the current period.
 

 
27

 


 
Noninterest Expense.  
The following table summarizes noninterest expense for the periods indicated.

   
Three Months Ended
 
   
June 30,
 
(Dollars in thousands)
 
2009
   
2008
 
Compensation and employee benefits
  $ 1,480     $ 1,312  
Occupancy
    344       318  
FDIC insurance premiums
    339       5  
Data processing
    110       105  
Professional services
    181       141  
Advertising
    31       38  
Stationary, printing and supplies
    32       30  
Telephone
    16       15  
Postage
    35       33  
Correspondent bank fees
    43       36  
All other
    200       203  
Total noninterest expense
  $ 2,811     $ 2,236  

Noninterest expense increased $575,000, or 25.7%, for the three months ended June 30, 2009 compared to the three months ended June 30, 2008, due to an increase in FDIC insurance premiums. In the current period, the FDIC imposed an industry-wide special five basis point assessment to cover losses in the Deposit Insurance Fund. The Company accrued $156,000 for its portion of the special assessment.  Increased premiums were also the result of a change in the assessment calculation and the Company’s depletion of credits that were available to offset premiums. Compensation and employee benefits increased in the current period primarily due to greater health care costs and the hiring of additional employees related to the Allsurance acquisition.
 
Income Tax Expense.  Income tax expense for the three months ended June 30, 2009 was $45,000 compared to $54,000 for the same period in 2008.
 
Results of Operations for the Six Months Ended June 30, 2009 and 2008
 
Overview.  The Company had net income of $367,000 for the six months ended June 30, 2009 compared to $333,000 for the six months ended June 30, 2008.
 
 
Six Months Ended
 
June 30,
(Dollars in thousands)
2009
 
2008
Net income of FedFirst Financial Corporation
$
 367
   
$
 333
 
Return on average assets
 
%
 
 
%
Return on average equity
         
Average equity to average assets
         

Net Interest Income. Net interest income for the six months ended June 30, 2009 increased $607,000 to $4.5 million compared to $3.9 million for the six months ended June 30, 2008. Interest rate spread and net interest margin were 2.44% and 2.77%, respectively, for the six months ended June 30, 2009 compared to 2.05% and 2.53%, respectively, for the six months ended June 30, 2008. The improvement in interest rate spread and net interest margin is primarily attributed to growth in the loan portfolio coupled with lower costs on deposits.
 
Interest income increased $393,000, or 4.5%, to $9.1 million for the six months ended June 30, 2009 compared to the six months ended June 30, 2008 due to an increase in the average balance of interest-earning assets of $16.7 million. Interest income on loans increased $1.0 million due to increases of $36.3 million in the average balance, primarily driven by increases in one-to-four family residential real estate, commercial real estate, home equity, and commercial business loans. Interest income on securities decreased $448,000 due to a decrease of $15.0 million in the average balance, primarily due to the sale and call of Government-Sponsored Enterprises and mortgage-backed securities. Interest income on other interest-earning assets decreased $172,000 primarily due to the FHLB suspending dividend payments on its capital stock.
 
Interest expense decreased $214,000, or 4.5%, to $4.6 million for the six months ended June 30, 2009 compared to the six months ended June 30, 2008 due to a decrease of 44 basis points in cost, partially offset by an increase of $23.0 million in the average balance of interest-bearing liabilities. Interest expense on deposits decreased $385,000 due to a decrease of 69 basis points in cost partially offset by an increase of $11.7 million in the average balance. The increase in average balances was primarily related to the marketing of competitive rates on our performance money market deposit accounts. Interest expense on borrowings increased $171,000 due to an increase of $11.3 million in the average balance partially offset by a decrease of 9 basis points in cost. The Company has utilized borrowings to fund loan growth.
 
 
 
28

 
 
 

 
Average Balances and Yields. The following table presents information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented and are expressed in annualized rates.
 
   
Six Months Ended June 30,
 
   
2009
   
2008
 
         
Interest
               
Interest
       
   
Average
   
and
   
Yield/
   
Average
   
and
   
Yield/
 
(Dollars in thousands)
 
Balance
   
Dividends
   
Cost
   
Balance
   
Dividends
   
Cost
 
Assets:
                                   
Interest-earning assets:
                                   
Loans, net (1)(2)
  $ 231,609     $ 6,732       5.81 %   $ 195,321     $ 5,719       5.86 %
Securities (3)
    85,274       2,311       5.42       100,308       2,759       5.50  
Other interest-earning assets
    6,889       11       0.32       11,411       183       3.21  
Total interest-earning assets
    323,772     $ 9,054       5.59       307,040     $ 8,661       5.64  
Noninterest-earning assets
    25,336                       18,721                  
Total assets
  $ 349,108                     $ 325,761                  
                                                 
Liabilities and
                                               
Stockholders' equity:
                                               
Interest-bearing liablities:
                                               
Interest-bearing
                                               
demand deposits
  $ 12,493     $ 24       0.38 %   $ 11,915     $ 28       0.47 %
Savings accounts
    22,837       70       0.61       23,347       95       0.81  
Money market accounts
    46,645       554       2.38       21,507       344       3.20  
Certificates of deposit
    84,932       1,506       3.55       98,400       2,072       4.21  
Total interest-bearing deposits
    166,907       2,154       2.58       155,169       2,539       3.27  
                                                 
Borrowings
    122,821       2,414       3.93       111,534       2,243       4.02  
Total interest-bearing liabilities
    289,728       4,568       3.15       266,703       4,782       3.59  
                                                 
Noninterest-bearing liabilities
    19,026                       16,126                  
Total liabilities
    308,754                       282,829                  
                                                 
Stockholders' equity:
    40,354                       42,932                  
Total liabilities and
                                               
stockholders' equity
  $ 349,108                     $ 325,761                  
                                                 
Net interest income
          $ 4,486                     $ 3,879          
                                                 
Interest rate spread (4)
                    2.44 %                     2.05 %
Net interest margin (5)
                    2.77                       2.53  
Average interest-earning
                                               
assets to average
                                               
interest-bearing liablities
                    111.75 %                     115.12 %
 
(1) 
Amount is net of deferred loan costs, loans in process and allowance for loan losses.
(2)
Amount includes nonaccrual loans in average balances only.
(3) 
Amount does not include effect of unrealized gain (loss) on securities available-for-sale.
(4) 
Interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities.
(5) 
Net interest margin represents net interest income divided by average interest-earning assets.
 

 
29

 


 
Rate/Volume Analysis
. The following table sets forth the effects of changing rates and vol­umes on our net interest income. The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The rate column shows the effects attribut­able to changes in rate (changes in rate multiplied by prior volume). Changes related to volume/rate are prorated into volume and rate components. The total column represents the net change in volume and rate.
 
   
Six Months Ended June 30, 2009
 
   
Compared To
 
   
Six Months Ended June 30, 2008
 
   
Increase (decrease) due to
 
(Dollars in thousands)
 
Volume
   
Rate
   
Total
 
                   
Interest and dividend income:
                 
Loans, net
  $ 1,062     $ (49 )   $ 1,013  
Securities
    (409 )     (39 )     (448 )
 Other interest-earning assets
    (52 )     (120 )     (172 )
Total interest-earning assets
    601       (208 )     393  
                         
Interest expense:
                       
Deposits
    181       (566 )     (385 )
Borrowings
    222       (51 )     171  
Total interest-bearing liablities
    403       (617 )     (214 )
 Change in net interest income
  $ 198     $ 409     $ 607  

Provision for Loan Losses.  The provision for loan losses was $390,000 for the six months ended June 30, 2009 compared to $279,000 for the six months ended June 30, 2008. The increase in the provision is primarily related to growth and composition of the loan portfolio, predominantly in commercial real estate and business, one-to-four family residential, and home equity loans. Current conditions in the housing and credit markets and an increase in nonperforming loans also contributed to the increase in the provision. Charge-offs declined to $50,000 for the six months ended June 30, 2009 compared to $220,000 for the six months ended June 30, 2008.
 
Noninterest Income.  Noninterest income increased $166,000 to $1.8 million for the six months ended June 30, 2009 compared to $1.6 for the six months ended June 30, 2008. The increase was primarily attributable to a $183,000 increase in insurance commissions compared to the prior period.
 

 
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Noninterest Expense.  
The following table summarizes noninterest expense for the periods indicated.
 
   
Six Months Ended
 
   
June 30,
 
(Dollars in thousands)
 
2009
   
2008
 
Compensation and employee benefits
  $ 2,938     2,774  
Occupancy
    698       659  
FDIC insurance premiums
    348       11  
Data processing
    217       211  
Professional services
    312       270  
Advertising
    75       70  
Stationary, printing and supplies
    67       58  
Telephone
    30       31  
Postage
    71       71  
Correspondent bank fees
    85       79  
All other
    368       356  
Total noninterest expense
  $ 5,209     $ 4,590  

 
Noninterest expense increased $619,000, or 13.5%, for the six months ended June 30, 2009 compared to the six months ended June 30, 2008 primarily due to an increase in FDIC insurance premiums. In the current period, the FDIC imposed an industry-wide special five basis point assessment to cover losses in the Deposit Insurance Fund. The Company accrued $156,000 for its portion of the special assessment. Increased premiums were also the result of a change in the assessment calculation and the Company’s depletion of credits that were available to offset premiums. In addition, compensation expense increased due to an increase in health care cost and additional personnel from the acquisition of Allsurance Insurance Agency.
 
Income Tax Expense.  Income tax expense for the six months ended June 30, 2009 was $263,000 compared to $255,000 for the same period in 2008.

Liquidity and Capital Management
 
Liquidity Management.  Liquidity is the ability to meet current and future financial obligations of a short-term nature. Our primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of available-for-sale securities and borrowings. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.
 
We regularly adjust our investments in liquid assets based upon our assessment of (1) expected loan demand, (2) expected deposit flows, (3) yields available on interest-earning deposits and securities and (4) the objectives of our asset/liability management policy.
 
Our most liquid assets are cash and cash equivalents and interest-bearing deposits. The levels of these assets depend on our operating, financing, lending and investing activities during any given period. At June 30, 2009, cash and cash equivalents totaled $7.6 million. At June 30, 2009, securities classified as available-for-sale totaled $76.5 million, which provides an additional source of liquidity. In addition, at June 30, 2009, the maximum remaining borrowing capacity at the FHLB of Pittsburgh was approximately $98.2 million.
 
Certificates of deposit due within one year of June 30, 2009 totaled $44.6 million, or 53.1% of certificates of deposit. If these maturing deposits do not remain with us, we will be required to seek other sources of funds including other certificates of deposit and borrowings. We believe, however, based on past experience, that a significant portion of our maturing certificates of deposit will remain with us. We have the ability to attract and retain deposits by adjusting the interest rates offered.
 

 
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The following table summarizes the Company’s commitments at the date indicated.
 
   
June 30,
 
(Dollars in thousands)
 
2009
 
Loans in process
  $ 2,144  
Unused revolving lines of credit
    3,227  
Unused commercial business lines of credit
    3,523  
One-to-four family residential commitments
    3,142  
Consumer commitments
    979  
Total commitments outstanding
  $ 13,015  

Capital Management.  We are subject to various regulatory capital requirements administered by the Office of Thrift Supervision, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At June 30, 2009, we exceeded all of our regulatory capital requirements and are considered “well capitalized” under regulatory guidelines. After careful analysis, we determined that existing capital is sufficient to meet anticipated needs and that it would not be in the best interests of shareholders to participate in the Capital Purchase Program conducted through the United States Treasury Department as part of the Troubled Asset Relief Program.
 
Off-Balance Sheet Arrangements.  In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments and lines of credit.
 
For the six months ended June 30, 2009, we engaged in no off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.
 
Item 3.  Quantitative and Qualitative Disclosures About Market Risk.
 
Not applicable as the registrant is a smaller reporting company.
 
Item 4T.  Controls and Procedures.
 
FedFirst Financial’s management, including FedFirst Financial’s principal executive officer and principal financial officer, have evaluated the effectiveness of FedFirst Financial’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, FedFirst Financial’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that FedFirst Financial files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”) (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to FedFirst Financial’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure.
 
There has been no change in FedFirst Financial’s internal control over financial reporting during the quarter ended June 30, 2009, that has materially affected, or is reasonably likely to materially affect, FedFirst Financial’s internal control over financial reporting.


 
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PART II – OTHER INFORMATION

Item 1.  Legal Proceedings.
 
Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.
 
Item 1A.  Risk Factors.
 
Proposed regulatory reform may have a material impact on our operations.
 
On June 17, 2009, the Obama Administration published a comprehensive regulatory reform plan that is intended to modernize and protect the integrity of the United States financial system. The President’s plan contains several elements that would have a direct effect on FedFirst Financial and First Federal. Under the reform plan, the federal thrift charter and the Office of Thrift Supervision would be eliminated and all companies that control an insured depository institution must register as a bank holding company. Draft legislation would require First Federal to become a national bank or adopt a state charter. Registration as a bank holding company would represent a significant change, as there currently exist significant differences between savings and loan holding company and bank holding company supervision and regulation. For example, the Federal Reserve imposes leverage and risk-based capital requirements on bank holding companies whereas the Office of Thrift Supervision does not impose any capital requirements on savings and loan holding companies. The reform plan also proposes the creation of a new federal agency, the Consumer Financial Protection Agency, that would be dedicated to protecting consumers in the financial products and services market. The creation of this agency could result in new regulatory requirements and raise the cost of regulatory compliance. In addition, legislation stemming from the reform plan could require changes in regulatory capital requirements, loan loss provisioning practices, and compensation practices. If implemented, the foregoing regulatory reforms may have a material impact on our operations. However, because the legislation needed to implement the President’s reform plan has not been introduced, and because the final legislation may differ significantly from the legislation proposed by the Administration, we cannot determine the specific impact of regulatory reform at this time.
 
In addition to the other information set forth in this report, you should carefully consider the factors discussed in “Part I, Item 1A. Risk Factors” in our Annual Report on Form 10-K for the year ended December 31, 2008, which could materially affect our business, financial condition or future results. The risks described above and in our Annual Report on Form 10-K are not the only risks that we face. Additional risks and uncertainties not currently known to us or that we currently deem to be immaterial also may materially affect our business, financial condition and/or operating results.

Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
 
The Company did not repurchase any shares of its common stock during the three months ended June 30, 2009 and does not have any outstanding stock repurchase programs.

Item 3.  Defaults Upon Senior Securities.
 
Not applicable.


 
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Item 4.  Submission of Matters to a Vote of Security Holders.
 
The Annual Meeting of Shareholders of FedFirst Financial Corporation was held on May 21, 2009.  Proxies were solicited pursuant to Section 14(a) of the Securities and Exchange Act of 1934 and there was no solicitation in opposition to the Company’s solicitations.
 
The following nominee proposed by the Board of Directors was elected as Director for a three-year term expiring at the 2012 Annual Meeting:
 
Nominees
 
Votes For
 
Votes Withheld
Patrick G. O’Brien
 
5,299,869
 
99,881

A vote was taken on a proposal to ratify the appointment by the Board of Directors of the firm of Beard Miller Company LLP as independent registered public accountants of FedFirst Financial Corporation for the fiscal year ending December 31, 2009 with the results as follows:
 
Summary of Votes
 
Number of Shares
 
Percent of Shares
Represented at the Meeting
and Entitled to Vote
For
 
5,377,518
   
99.59%
 
Against
 
21,833
   
0.40%
 
Abstain
 
399
   
0.01%
 

Item 5.  Other Information.
 
None.

Item 6.  Exhibits.
 
3.1
Amended and Restated Charter of FedFirst Financial Corporation (1)
   
3.2
Amended and Restated Bylaws of FedFirst Financial Corporation (2)
   
4.0
Specimen Stock Certificate of FedFirst Financial Corporation (1)
   
10.1
Amendment to the Employment Agreement between First Federal Savings Bank, FedFirst Financial Corporation and Patrick G. O’Brien, effective May 21, 2009 (3)
   
10.2
Consulting Agreement between FedFirst Financial Corporation, First Federal Savings Bank and John G. Robinson, effective May 22, 2009 (3)
   
10.3
Amendment to the Employment Agreement between First Federal Savings Bank, FedFirst Financial Corporation and Robert C. Barry, Jr., effective June 1, 2009 (3)
   
10.4
Amendment to the Employment Agreement between First Federal Savings Bank, FedFirst Financial Corporation and Robert C. Barry, Jr., effective December 23, 2008 (3)
   
31.1
Rule 13a-14 (a) / 15d-14 (a) Certification (President and Chief Executive Officer)
   
31.2
Rule 13a-14 (a) / 15d-14 (a) Certification (Chief Financial Officer)
   
32.1
Certification of Patrick G. O’Brien pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
   
32.2
Certification of Robert C. Barry Jr. pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
 

(1)
Incorporated herein by reference to the Exhibits to the Registration Statement on Form SB-2, and amendments thereto, initially filed on December 17, 2004, Registration No. 333-121405.
(2)
Incorporated herein by reference to the Exhibits to FedFirst Financial Corporation’s Form 10-K filed on March 16, 2009.
(3)
Management contract or compensation plan or arrangement.

 
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SIGNATURES
 
In accordance with the requirements of the Exchange Act, the registrant caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.


     
FEDFIRST FINANCIAL CORPORATION
     
(Registrant)
       
Date:
August 13, 2009
 
/s/ Patrick G. O’Brien
     
Patrick G. O’Brien
     
President and Chief Executive Officer
       
Date:
August 13, 2009
 
/s/ Robert C. Barry Jr.
     
Robert C. Barry Jr.
     
Chief Financial Officer and Executive Vice President
     
(Principal Financial Officer and Chief Accounting Officer)

 
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