10-K 1 krny-10k_20160630.htm 10-K krny-10k_20160630.htm

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM 10‑K

 

(Mark One)

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Fiscal Year Ended June 30, 2016

or

o

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: 001-37399

 

KEARNY FINANCIAL CORP.

(Exact name of Registrant as specified in its Charter)

 

 

Maryland

 

30-0870244

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer
Identification No.)

 

 

 

120 Passaic Avenue, Fairfield, New Jersey

 

07004

(Address of Principal Executive Offices)

 

(Zip Code)

Registrant’s telephone number, including area code: (973) 244-4500

Securities registered pursuant to Section 12(b) of the Act:

 

Title of Each Class

 

Name of Each Exchange on Which Registered

Common Stock, $0.01 par value

 

The NASDAQ Stock Market LLC

Securities registered pursuant to Section 12(g) of the Act: None

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.  o  YES    x  NO

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.  o  YES    x  NO

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.  x  YES    o  NO

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§229.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  x  YES    o  NO

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

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

x

 

Accelerated filer

o

 

 

 

 

 

Non-accelerated filer

o

(Do not check if a smaller reporting company)

Smaller reporting company

o

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  o  YES    x  NO

The aggregate market value of the voting and non-voting common equity held by non‑affiliates of the Registrant on December 31, 2015 (the last business day of the Registrant’s most recently completed second fiscal quarter) was $1.11 billion.  Solely for purposes of this calculation, shares held by directors, executive officers and greater than 10% stockholders are treated as shares held by affiliates.

As of August 22, 2016 there were outstanding 89,585,843 shares of the Registrant’s Common Stock.

DOCUMENTS INCORPORATED BY REFERENCE

1.

Portions of the definitive Proxy Statement for the Registrant’s 2016 Annual Meeting of Stockholders. (Part III)

 

 

 


KEARNY FINANCIAL CORP.

ANNUAL REPORT ON FORM 10-K

For the Fiscal Year Ended June 30, 2016

INDEX

 

 

 

PART I

 

 

 

 

 

 

Page

Item 1.

 

Business

 

2

Item 1A.

 

Risk Factors

 

44

Item 1B.

 

Unresolved Staff Comments

 

50

Item 2.

 

Properties

 

51

Item 3.

 

Legal Proceedings

 

53

Item 4.

 

Mine Safety Disclosures

 

53

 

 

 

 

 

 

 

PART II

 

 

 

 

 

 

 

Item 5.

 

Market for  Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

54

Item 6.

 

Selected Financial Data

 

56

Item 7.

 

Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

58

Item 7A.

 

Quantitative and Qualitative Disclosures About Market Risk

 

80

Item 8.

 

Financial Statements and Supplementary Data

 

85

Item 9.

 

Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

85

Item 9A.

 

Controls and Procedures

 

85

Item 9B.

 

Other Information

 

86

 

 

 

 

 

 

 

PART III

 

 

 

 

 

 

 

Item 10.

 

Directors, Executive Officers and Corporate Governance

 

87

Item 11.

 

Executive Compensation

 

87

Item 12.

 

Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

87

Item 13.

 

Certain Relationships and Related Transactions, and Director Independence

 

88

Item 14.

 

Principal Accounting Fees and Services

 

88

 

 

 

 

 

 

 

PART IV

 

 

 

 

 

 

 

Item 15.

 

Exhibits, Financial Statement Schedules

 

89

 

 

 

 

 

SIGNATURES

 

 

 

 

 

 

 

 

i


PART I

Item 1. Business

Forward-Looking Statements

This Annual Report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and words of similar meaning. These forward-looking statements include, but are not limited to:

 

·

statements of our goals, intentions and expectations;

 

·

statements regarding our business plans, prospects, growth and operating strategies;

 

·

statements regarding the quality of our loan and investment portfolios; and

 

·

estimates of our risks and future costs and benefits.

These forward-looking statements are based on current beliefs and expectations of our management and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change.

The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements:

 

·

general economic conditions, either nationally or in our market areas, that are worse than expected;

 

·

changes in the level and direction of loan delinquencies and write-offs and changes in estimates of the adequacy of the allowance for loan losses;

 

·

our ability to access cost-effective funding;

 

·

fluctuations in real estate values and both residential and commercial real estate market conditions;

 

·

demand for loans and deposits in our market area;

 

·

our ability to implement changes in our business strategies;

 

·

competition among depository and other financial institutions;

 

·

inflation and changes in the interest rate environment that reduce our margins and yields, or reduce the fair value of financial instruments or reduce the origination levels in our lending business, or increase the level of defaults, losses and prepayments on loans we have made and make whether held in portfolio or sold in the secondary markets;

 

·

adverse changes in the securities markets;

 

·

changes in laws or government regulations or policies affecting financial institutions, including changes in regulatory fees and capital requirements;

 

·

our ability to manage market risk, credit risk and operational risk in the current economic conditions;

 

·

our ability to enter new markets successfully and capitalize on growth opportunities;

 

·

our ability to successfully integrate any assets, liabilities, customers, systems and management personnel we have acquired or may acquire into our operations and our ability to realize related revenue synergies and cost savings within expected time frames and any goodwill charges related thereto;

 

·

changes in consumer spending, borrowing and savings habits;

 

·

changes in accounting policies and practices, as may be adopted by bank regulatory agencies, the Financial Accounting Standards Board, the Securities and Exchange Commission or the Public Company Accounting Oversight Board;

 

·

our ability to retain key employees;

 

·

technological changes;

 

·

significant increases in our loan losses; and

 

·

changes in the financial condition, results of operations or future prospects of issuers of securities that we own.

 

2


Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements.

General

Kearny Financial Corp. (the “Company,” or “Kearny Financial”), is a Maryland corporation that is the holding company for Kearny Bank (the “Bank”), a federally‑chartered stock savings bank.

On May 18, 2015, the Company completed its second-step conversion and stock offering through which it converted from the mutual holding company structure to a fully publicly held company.  In conjunction with that transaction, the Company sold 71,750,000 shares of its common stock at $10.00 per share, resulting in gross proceeds of $717.5 million.  The new shares issued included 3,612,500 shares sold to the Bank’s Employee Stock Ownership Plan (“ESOP”) with an aggregate value of $36.1 million based on the sales price of $10.00 per share.  Concurrent with the closing of the transaction, the Company also issued an additional 500,000 shares of its common stock with an aggregate value of $5.0 million and contributed these shares with an additional $5.0 million in cash to the KearnyBank Foundation.

The Company recognized direct stock offering costs of $10.7 million in conjunction with the transaction which reduced the net proceeds credited to capital.  After adjusting for transaction costs and the value of the shares issued to the Bank’s ESOP, the Company recognized a net increase in equity capital of $670.7 million, of which $353.4 million was contributed to the Bank by the Company as an additional investment in the Bank’s common equity.  Approximately $34.5 million of new capital proceeds were funded through withdrawals of existing customer deposits previously held by the Bank.

Each outstanding share held by the public stockholders of Kearny Financial Corp., a federal corporation, immediately prior to the closing of the conversion and stock offering was converted into 1.3804 shares of the Company’s new common stock while the shares previously held by Kearny MHC, the former mutual holding company, were cancelled concurrent with the closing of the transaction.  As a result of the completion of the second-step conversion and stock offering, all historical share and per share information has been revised to reflect the 1.3804-to-one exchange ratio.  At June 30, 2016, the Company had 91,821,910 shares outstanding.

The Company is a unitary savings and loan holding company, regulated by the Board of Governors of the Federal Reserve Bank (“FRB”) and conducts no significant business or operations of its own.  The Bank’s deposits are federally insured by the Deposit Insurance Fund as administered by the Federal Deposit Insurance Corporation (“FDIC”) and the Bank is primarily regulated by the Office of the Comptroller of the Currency (“OCC”).  References in this Annual Report on Form 10‑K to the Company or Kearny Financial generally refer to the Company and the Bank, unless the context indicates otherwise. References to “we”, “us”, or “our” refer to the Bank or Company, or both, as the context indicates.  

The Company’s primary business is the ownership and operation of the Bank.  The Bank is principally engaged in the business of attracting deposits from the general public in New Jersey and New York and using these deposits, together with other funds, to originate or purchase loans for its portfolio and invest in securities.  Our loan portfolio is primarily comprised of loans collateralized by commercial and residential real estate augmented by secured and unsecured loans to businesses and consumers.  We also maintain a portfolio of investment securities, primarily comprised of U.S. agency mortgage-backed securities, U.S. government and agency debentures, bank-qualified municipal obligations, corporate bonds, asset-backed securities and collateralized loan obligations.  The Bank maintains a small balance of single issuer trust preferred securities and non-agency mortgage-backed securities which were acquired through the Company’s purchase of other institutions and does not actively purchase such securities.

At June 30, 2016, net loans receivable comprised 59.0% of our total assets while investment securities, including mortgage‑backed and non-mortgage-backed securities, comprised 27.8 % of our total assets.  By comparison, at June 30, 2015, net loans receivable comprised 49.3 % of our total assets while securities comprised 33.8% of our total assets.  A significant long term goal of our business plan is to reallocate our balance sheet to reflect a greater percentage of interest-earning assets to loans while, in turn, reducing the relative size of the securities portfolio.  The composition and volume of loan originations and purchases during fiscal 2016 reflected that strategic focus as we increased our commercial loan origination and support staff and expanded relationships with loan participants and other external loan origination resources.

We operate from our administrative headquarters in Fairfield, New Jersey and had 42 branch offices as of June 30, 2016.  Our internet address is www.kearnybank.com.  Information on our website is not and should not be considered to be part of this report.

 

3


Business Strategy

Our goal is to continue to evolve from a traditional thrift business model toward that of a full service, community bank, profitably deploying capital and enhancing earnings through a variety of balance sheet growth and diversification strategies. The key strategic initiatives of our business plan are presented below accompanied by an overview of our activities and achievements in support of those initiatives:

 

·

Continue to Increase Commercial Mortgage Lending

During fiscal 2016, we increased our commercial mortgage loan portfolio by 42.2%, or $551.9 million, to $1.86 billion at June 30, 2016 from $1.31 billion at June 30, 2015. This increase reflected commercial mortgage loan originations and purchases in fiscal 2016 totaling $489.3 million and $274.9 million, respectively. At June 30, 2016, our commercial mortgage loan portfolio comprised 69.7% of total loans compared to 62.3% of total loans at June 30, 2015.

We plan to continue to increase our portfolio of commercial mortgage loans by expanding loan acquisition volume through all available channels, including retail and broker originations, as well as individual and pooled loan purchases and participations. Additionally, we intend to continue to expand our commercial lending infrastructure and resources, which will be supported by new product and pricing strategies designed to increase origination volume in a very competitive marketplace.

 

·

Increase Commercial Business Lending

We plan to continue to focus our efforts on expanding our commercial non-real estate secured and unsecured business lending activities through all available channels. During fiscal 2016, our commercial business loans origination and purchase volume totaled $40.6 million reflecting retail originations of $20.8 million augmented by the acquisition of commercial and industrial (“C&I”) loans through wholesale channels totaling $19.8 million.

We restructured and realigned our lending infrastructure during the latter half of fiscal 2016, which contributed to a temporary decline in commercial business loan origination and purchase volume for the year.  As a result of those enhancements, we anticipate this loan segment will increase in fiscal 2017 and thereafter.  Moreover, we will attempt to expand our relationships with these borrowers to include commercial deposits and other products, with the goal of increasing our non-interest income.

The noted changes to our commercial business lending resources and infrastructure also served to better support our Small Business Administration (“SBA”) resources.  SBA loan sale volume increased by $2.6 million in fiscal 2016 compared to fiscal 2015.

We anticipate a continued increase in the level of non-interest income through greater gains on sale of SBA loans as well as other business loan-related fee income. Moreover, our business lending strategies will continue to be undertaken within a larger set of strategic initiatives designed to promote other business banking services intended to increase commercial deposit balances and services.

 

·

Continue to Modestly Increase Residential Mortgage Portfolio Lending

We plan to modestly increase our portfolio of one- to four-family mortgage loans including first mortgage loans, home equity loans and home equity lines of credit while maintaining our conservative underwriting standards relating to such loans. During fiscal 2016, our portfolio of such loans increased by $10.8 million to $694.8 million or 26.0% of total loans from $684.0 million or 32.5% of total loans at June 30, 2015.  We originated and purchased $87.2 million and $36.3 million, respectively, of one- to four-family first mortgage loans during the year ended June 30, 2016 compared to $51.3 million and $55.9 million, respectively, during the year ended June 30, 2015.

The overall stability in the outstanding balance of the residential mortgage loan portfolio and, more significantly, its decline as a percentage of total loans, continues to reflect our decreased strategic focus on residential mortgage portfolio lending.  We anticipate that this segment of our loan portfolio will continue to decline as a percentage of total loans and earning assets as other loan categories grow.

 

·

Increase Residential Mortgage Banking

We are continuing to expand our residential mortgage lending infrastructure to increase the origination volume of residential mortgage loans for sale into the secondary market.  During fiscal 2016, we hired a new Director of Residential Lending who updated the Company’s residential lending infrastructure during the latter half of the year to support that objective.  Our mortgage banking business strategy was initially implemented during the fourth quarter of fiscal 2016 and we recognized a total of $82,000 in gains on the sale of $6.0 million of mortgage loans held for sale during that quarter.  We anticipate an increase in residential mortgage loan origination and sale activity that is expected to support growth in the our non-interest income over time through the recognition of recurring loan sale gains, while also serving to help manage the Company’s exposure to interest rate risk.

 

 

4


 

·

Continue to Reduce the Securities Portfolio while Maintaining Sector Diversity

In recent years, we have diversified the composition and allocation of our investment portfolio into new asset sectors, including asset-backed securities, corporate bonds, municipal obligations, collateralized loan obligations and commercial mortgage-backed securities (“MBS”) while reducing our concentration in traditional residential MBS. Several of the added sectors include floating rate securities that reduce the level of interest rate risk (“IRR”) embedded in our securities portfolio.

Our securities portfolio decreased by $175.2 million, or 12.2%, to $1.26 billion, or 30.3% of earning assets, at June 30, 2016 from $1.43 billion, or 36.8% of earning assets, at June 30, 2015 reflecting the reinvestment of security cash flows into the loan portfolio.  We expect to continue utilizing a significant portion of cash flows from the securities portfolio to fund a portion of our expected loan growth while maintaining the diversity of sectors represented in the portfolio as its overall balance continues to decline as a percentage of earning assets over time.

 

·

Maintain Strong Asset Quality

We continue to emphasize and maintain strong asset quality as we grow and diversify our loan portfolio. Nonperforming assets decreased by $1.9 million to $21.9 million, or 0.49% of total assets, at June 30, 2016 compared to $23.8 million, or 0.56% of total assets, at June 30, 2015 and $26.9 million, or 0.77% of total assets, at June 30, 2014.

 

·

Expand Funding Through Retail Deposits

Our total deposit balances increased by $229.2 million during fiscal 2016 with aggregate deposits totaling $2.69 billion at June 30, 2016 compared to $2.47 billion at June 30, 2015.  The increase in overall deposits during fiscal 2016 partly reflected a $205.8 million increase in certificates of deposit coupled with a net increase of $23.4 million in non-maturity deposits.  The net increase in non-maturity deposits largely reflected a $20.2 million, or 9.3%, increase in non-interest-bearing deposit accounts for fiscal 2016.

At June 30, 2016, we have a total of 42 branches comprising 40 branches located in northern and central New Jersey with two additional branches located in Brooklyn and Staten Island, New York. We plan to selectively evaluate branch network expansion opportunities, with a particular focus on limited branch expansion in Brooklyn and Staten Island.  We will also continue to evaluate additional de novo branch opportunities to contiguously expand our existing New Jersey branch network with an emphasis on “fill-ins” between our northern and central New Jersey locations.

Notwithstanding the opportunities presented by de novo branching, we expect to place greater strategic emphasis on leveraging the opportunities to increase market share and expand the depth and breadth of customer relationships within our existing branch system. We continue to develop and deploy strategies to promote the “relationship banking” business model throughout our branch network with an emphasis on expanding business customer relationships linked to business lending initiatives.

 

·

Seek Out Merger and Acquisition Opportunities

As a complement to the “organic” growth strategies, we continue to actively seek out opportunities to deploy capital, diversify our balance sheet mix, enter new markets and enhance earnings through mergers and acquisitions with other financial institutions. We are an experienced acquiror, having acquired five banks in the last 16 years. We expect to place the greatest emphasis on opportunities to expand within the existing markets we serve or to enter new markets that are generally contiguous to such markets.

In addition to potential acquisitions of financial institutions or their branches, we may explore additional opportunities for acquisitions or strategic partnerships to broaden our product and service offerings in the future.

 

·

Improve Operating Efficiency

In conjunction with our efforts to improve operating efficiency and control operating expenses, while expanding and enhancing product and service offerings, we continued to deploy a number of technologies during fiscal 2016 that support our internal IT infrastructure as well as our external customer-facing systems.  Many of these technology enhancements were made available through our prior conversion to the Fiserv, Inc. platform during fiscal 2014.

We consider the noted enhancements to our information technology infrastructure to be one of several strategies being deployed to control growth in non-interest expenses and improve our overall operating efficiency. During the first half of fiscal 2016, we conducted a comprehensive analysis of our operating practices, policies and procedures and the effectiveness with which its supporting infrastructure, including human resources and systems, were organized, deployed and utilized.  A significant number of the findings and recommendations from that study were implemented during the latter half of fiscal 2016 while other initiatives are expected to be implemented during fiscal 2017.

 

5


The initiatives we implemented based on this study contributed to an improvement in our operating efficiency during fiscal 2016 while reallocating certain internal costs to better support our strategic goals and objectives.  For example, our ratio of non-interest expense to average assets decreased to 1.64% for fiscal 2016 from 2.10% for fiscal 2015, or 1.83% for fiscal 2015 after adjusting for the non-recurring expense associated with the Company’s $10.0 million charitable contribution to the KearnyBank Foundation, as discussed earlier.

Our operating efficiency ratio also improved to 68.50% for fiscal 2016 from 88.18% for fiscal, 2015, or 76.89% for fiscal 2015 as adjusted for the noted charitable contribution.  We also decreased our number of full time equivalent (“FTE”) employees by 20 FTEs, or 4.4%, to 438 FTEs at June 30, 2016 from 458 FTEs at June 30, 2015 with the reduction in FTE count arising largely through attrition.

Market Area. At June 30, 2016, our primary market area consists of the counties in which we currently operate branches including Bergen, Essex, Hudson, Middlesex, Monmouth, Morris, Ocean, Passaic and Union counties in New Jersey and Kings (Brooklyn) and Richmond (Staten Island) counties in New York.  Our lending is concentrated in these markets and our predominant sources of deposits are the communities in which our offices are located as well as the neighboring communities.

Our primary market area is largely urban and suburban with a broad economic base as is typical within the New York metropolitan area.  Service jobs represent the largest employment sector followed by wholesale/retail trade. A downturn in the local economy could reduce the amount of funds available for deposit and the ability of borrowers to repay their loans which would adversely affect our profitability.

Competition.  We operate in a market area with a high concentration of banking and financial institutions and we face substantial competition in attracting deposits and in originating loans. A number of our competitors are significantly larger institutions with greater financial and managerial resources and lending limits.  Our ability to compete successfully is a significant factor affecting our growth potential and profitability.

Our competition for deposits and loans historically has come from other insured financial institutions such as local and regional commercial banks, savings institutions and credit unions located in our primary market area.  We also compete with mortgage banking and finance companies for real estate loans and with commercial banks and savings institutions for consumer loans.  We also face competition for attracting funds from providers of alternative investment products such as equity and fixed income investments such as corporate, agency and government securities as well as the mutual funds that invest in these instruments.

There are large retail banking competitors operating throughout our primary market area, including Bank of America, Citibank, JP Morgan Chase Bank, PNC Bank, TD Bank, and Wells Fargo Bank and we also face strong competition from other community-based financial institutions.

Lending Activities

General.  In conjunction with our strategic efforts to evolve from a traditional thrift to a full-service community bank, our lending strategies have placed increasing emphasis on the origination of commercial loans while diminishing the emphasis on one- to four-family mortgage portfolio lending.  The year-to-year trends in the composition and allocation of our loan portfolio, as reported in the table below, highlight those changes in business strategy.  In particular, the outstanding balance of our commercial mortgages, including loans secured by multi‑family, mixed‑use and nonresidential properties, have significantly increased from both a dollar amount and percentage of portfolio basis over the past several years.  By comparison, residential mortgage loans have consistently declined as a percentage of the loan portfolio over the past several years.

Our commercial loan offerings also include secured business loans, many of which are secured by real estate, and unsecured business loans.  Commercial loan offerings include programs offered through the SBA in which Kearny Bank participates as a Preferred Lender.  Our consumer loan offerings primarily include home equity loans and home equity lines of credit as well as account loans, overdraft lines of credit, vehicle loans and personal loans.  We also offer construction loans to builders/developers as well as individual homeowners.  Substantially all of our borrowers are residents of our primary market area and would be expected to be similarly affected by economic and other conditions in that area.  We have purchased out-of-state one- to four-family first mortgage loans to supplement our in-house originations. For more information, please see “Lending Activities (Loan Originations, Purchases, Sales, Solicitation and Processing).”

 

 

 

 

6


Loan Portfolio Composition.  The following table sets forth the composition of our loan portfolio in dollar amounts and as a percentage of the total portfolio at the dates indicated.

 

 

At June 30,

 

 

 

2016

 

2015

 

2014

 

2013

 

2012

 

Amount

 

 

Percent

 

Amount

 

 

Percent

 

Amount

 

 

Percent

 

Amount

 

 

Percent

 

Amount

 

 

Percent

 

(Dollars In Thousands)

 

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One- to four-family

$

605,203

 

 

 

22.66

 

%

 

$

592,321

 

 

 

28.17

 

%

 

$

580,612

 

 

 

33.31

 

%

 

$

500,647

 

 

 

36.77

 

%

 

$

562,846

 

 

 

43.77

 

%

Commercial

 

1,860,966

 

 

 

69.66

 

 

 

 

1,309,103

 

 

 

62.27

 

 

 

 

983,755

 

 

 

56.44

 

 

 

 

666,828

 

 

 

48.97

 

 

 

 

484,934

 

 

 

37.71

 

 

Commercial business

 

88,207

 

 

 

3.30

 

 

 

 

99,451

 

 

 

4.73

 

 

 

 

67,261

 

 

 

3.86

 

 

 

 

70,688

 

 

 

5.19

 

 

 

 

88,414

 

 

 

6.88

 

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans

 

70,345

 

 

 

2.63

 

 

 

 

70,257

 

 

 

3.34

 

 

 

 

75,611

 

 

 

4.34

 

 

 

 

80,813

 

 

 

5.93

 

 

 

 

95,832

 

 

 

7.45

 

 

Home equity lines of credit

 

19,221

 

 

 

0.72

 

 

 

 

21,414

 

 

 

1.02

 

 

 

 

24,010

 

 

 

1.38

 

 

 

 

26,613

 

 

 

1.95

 

 

 

 

29,530

 

 

 

2.30

 

 

Passbook or certificate

 

3,349

 

 

 

0.13

 

 

 

 

3,999

 

 

 

0.19

 

 

 

 

3,965

 

 

 

0.23

 

 

 

 

3,887

 

 

 

0.29

 

 

 

 

3,638

 

 

 

0.28

 

 

Other

 

22,052

 

 

 

0.82

 

 

 

 

292

 

 

 

0.01

 

 

 

 

373

 

 

 

0.02

 

 

 

 

391

 

 

 

0.03

 

 

 

 

404

 

 

 

0.03

 

 

Construction

 

2,038

 

 

 

0.08

 

 

 

 

5,711

 

 

 

0.27

 

 

 

 

7,281

 

 

 

0.42

 

 

 

 

11,851

 

 

 

0.87

 

 

 

 

20,292

 

 

 

1.58

 

 

Total loans

 

2,671,381

 

 

 

100.00

 

%

 

 

2,102,548

 

 

 

100.00

 

%

 

 

1,742,868

 

 

 

100.00

 

%

 

 

1,361,718

 

 

 

100.00

 

%

 

 

1,285,890

 

 

 

100.00

 

%

Less:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Allowance for loan losses

 

24,229

 

 

 

 

 

 

 

 

15,606

 

 

 

 

 

 

 

 

12,387

 

 

 

 

 

 

 

 

10,896

 

 

 

 

 

 

 

 

10,117

 

 

 

 

 

 

Unamortized yield adjustments

  including net premiums on

  purchased loans and net

  deferred loan costs and fees

 

(2,606

)

 

 

 

 

 

 

 

(316

)

 

 

 

 

 

 

 

1,397

 

 

 

 

 

 

 

 

847

 

 

 

 

 

 

 

 

1,654

 

 

 

 

 

 

Total adjustments

 

21,623

 

 

 

 

 

 

 

 

15,290

 

 

 

 

 

 

 

 

13,784

 

 

 

 

 

 

 

 

11,743

 

 

 

 

 

 

 

 

11,771

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans, net

$

2,649,758

 

 

 

 

 

 

 

$

2,087,258

 

 

 

 

 

 

 

$

1,729,084

 

 

 

 

 

 

 

$

1,349,975

 

 

 

 

 

 

 

$

1,274,119

 

 

 

 

 

 

 

 

7


Loan Maturity Schedule.  The following table sets forth the maturities of our loan portfolio at June 30, 2016.  Demand loans, loans having no stated maturity and overdrafts are shown as due in one year or less.  Loans are stated in the following table at contractual maturity and actual maturities could differ due to prepayments.

 

 

Real estate mortgage: One- to four-family

 

 

Real estate mortgage: Commercial

 

 

Commercial Business

 

 

Home Equity Loans

 

 

Home Equity Lines of Credit

 

 

Passbook or certificate

 

 

Other

 

 

Construction

 

 

Total

 

 

(In Thousands)

 

Amounts due:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Within one year

$

423

 

 

$

12,117

 

 

$

12,855

 

 

$

251

 

 

$

122

 

 

$

1,561

 

 

$

158

 

 

$

1,714

 

 

$

29,201

 

After one year:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

1 to 3 years

 

4,921

 

 

 

46,436

 

 

 

9,154

 

 

 

2,026

 

 

 

2,126

 

 

 

335

 

 

 

10,805

 

 

 

-

 

 

 

75,803

 

3 to 5 years

 

10,014

 

 

 

211,309

 

 

 

27,395

 

 

 

3,866

 

 

 

1,834

 

 

 

39

 

 

 

10,964

 

 

 

324

 

 

 

265,745

 

5 to 10 years

 

73,906

 

 

 

944,916

 

 

 

26,119

 

 

 

19,725

 

 

 

2,951

 

 

 

8

 

 

 

-

 

 

 

-

 

 

 

1,067,625

 

10 to 15 years

 

138,112

 

 

 

554,358

 

 

 

7,277

 

 

 

24,735

 

 

 

12,188

 

 

 

21

 

 

 

-

 

 

 

-

 

 

 

736,691

 

Over 15 years

 

377,827

 

 

 

91,830

 

 

 

5,407

 

 

 

19,742

 

 

 

-

 

 

 

1,385

 

 

 

125

 

 

 

-

 

 

 

496,316

 

Total due after one year

 

604,780

 

 

 

1,848,849

 

 

 

75,352

 

 

 

70,094

 

 

 

19,099

 

 

 

1,788

 

 

 

21,894

 

 

 

324

 

 

 

2,642,180

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Total amount due

$

605,203

 

 

$

1,860,966

 

 

$

88,207

 

 

$

70,345

 

 

$

19,221

 

 

$

3,349

 

 

$

22,052

 

 

$

2,038

 

 

$

2,671,381

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

8


The following table shows the dollar amount of loans as of June 30, 2016 due after June 30, 2017 according to rate type and loan category.

 

 

Fixed Rates

 

 

Floating or Adjustable Rates

 

 

Total

 

 

(In Thousands)

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

One- to four-family

$

569,095

 

 

$

35,685

 

 

$

604,780

 

Commercial

 

774,375

 

 

 

1,074,474

 

 

 

1,848,849

 

Commercial business

 

16,851

 

 

 

58,501

 

 

 

75,352

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

Home equity loans

 

70,094

 

 

 

-

 

 

 

70,094

 

Home equity lines of credit

 

2,126

 

 

 

16,973

 

 

 

19,099

 

Passbook or certificate

 

1,562

 

 

 

226

 

 

 

1,788

 

Other

 

21,832

 

 

 

62

 

 

 

21,894

 

Construction

 

324

 

 

 

-

 

 

 

324

 

 

 

 

 

 

 

 

 

 

 

 

 

Total loans

$

1,456,259

 

 

$

1,185,921

 

 

$

2,642,180

 

 

One- to Four-Family Mortgage Loans Held in Portfolio.  Our portfolio lending activities include the origination of one- to four-family first mortgage loans, of which approximately $562.8 million or 93.0% are secured by properties located within New Jersey and New York as of June 30, 2016 with the remaining $42.4 million or 7.0% secured by properties in other states.  Our largest outstanding balance at that date was $1.8 million, which was secured by a residential property located in Edgartown, Massachusetts and was performing in accordance with its terms.

During the year ended June 30, 2016, Kearny Bank originated $87.2 million of one- to four-family first mortgage portfolio loans compared to $51.3 million in the year ended June 30, 2015.  To supplement portfolio loan originations, we also purchased one- to four-family first mortgages totaling $36.3 million during the year ended June 30, 2016, compared to $55.9 million during the year ended June 30, 2015.

The balance of one- to four-family mortgage portfolio loans at June 30, 2016 included a small portfolio of Non-Income Verification (“NIV”) loans that were originated by Atlas Bank prior to 2011.  Atlas’ NIV loan program did not require the borrower to provide full financial documentation upon application.  As such, Atlas Bank relied solely on the loan-to-value ratio of the property and the borrower’s credit when approving an application under this program.  The NIV program was terminated by Atlas Bank in 2011.  The NIV loans acquired from Atlas Bank had outstanding balances of approximately $14.0 million at June 30, 2016.  All NIV loans originally acquired from Atlas Bank were performing loans at June 30, 2016 with no such loans reported as “non-accrual” or “over 90 days past due and accruing” as of that date.

In total, origination and purchase volume of one- to four-family mortgage portfolio loans outpaced loan repayments during fiscal 2016 resulting in a net increase in the outstanding balance of this segment of the loan portfolio.  Our business plan calls for generally maintaining a reduced strategic emphasis on one- to four-family mortgage portfolio lending by modestly increasing the outstanding balance of this segment but reducing its basis as a percentage of total loans.

We will originate a one- to four-family mortgage loan on an owner-occupied property with a principal amount of up to 95% of the lesser of the appraised value or the purchase price of the property, with private mortgage insurance required if the loan-to-value ratio exceeds 80%. At June 30, 2016, our one- to four-family mortgage loan portfolio was primarily comprised of loans secured by owner-occupied properties.  Our loan-to-value limit on a non-owner-occupied property is 75%.  Loans in excess of $1.0 million are handled on a case-by-case basis and are subject to lower loan-to-value limits, generally no more than 50%.

We offer a first-time homebuyer program for persons who have not previously owned real estate and are purchasing a one- to four-family property in our primary lending area for use as a primary residence.  This program is also available outside these areas, but only to persons who are existing deposit or loan customers of Kearny Bank and/or members of their immediate families.  The financial incentives offered under this program are a one-eighth of one percentage point rate reduction on all first mortgage loan types and the refund of the application fee at closing.

The fixed-rate residential mortgage loans that we originate for portfolio generally meet the secondary mortgage market standards of the Federal Home Loan Mortgage Corporation (“Freddie Mac”).

 

9


Substantially all of our residential mortgages include “due on sale” clauses, which give us the right to declare a loan immediately payable if the borrower sells or otherwise transfers an interest in the property to a third party.  Property appraisals on real estate securing our one- to four-family first mortgage loans are made by state certified or licensed independent appraisers approved by Kearny Bank’s Board of Directors.  Appraisals are performed in accordance with applicable regulations and policies.  We require title insurance policies on all first mortgage real estate loans originated.  Homeowners, liability and fire insurance and, if applicable, flood insurance, are also required.

One- to Four-Family Mortgage Loans Held for Sale.  During fiscal 2016, we expanded our residential mortgage lending activities to include mortgage banking strategies through which we originate one- to four-family mortgage loans for sale into the secondary market.  As above, the loans we originate for sale generally meet the same secondary mortgage market standards as those applicable to loans originated for portfolio.  Moreover, such loans are generally originated by, and sourced from, the same resources and markets as those loans originated and held in portfolio, as discussed above.

As noted earlier, our mortgage banking business strategy was initially implemented during the fourth quarter of fiscal 2016 through which we recognized a total of $82,000 in gains associated with the sale of $6.0 million of mortgage loans held for sale during the quarter and year ended June 30, 2016.  As of that date, an additional $3.3 million of loans were held and committed for sale into the secondary market.  We anticipate an increase in residential mortgage loan origination and sale activity which is expected to support growth in the our non-interest income over time through the recognition of recurring loan sale gains, while also serving to help manage the Company’s exposure to interest rate risk.

Multi-Family and Nonresidential Real Estate Mortgage Loans.  We also originate commercial mortgage loans on multi-family and nonresidential properties, including loans on apartment buildings, retail/service properties and land as well as other income-producing properties, such as mixed-use properties combining residential and commercial space.  Our growing strategic emphasis in commercial lending resulted in the origination of approximately $489.3 million of multi-family and nonresidential real estate mortgages during the year ended June 30, 2016, compared to $290.9 million during the year ended June 30, 2015.  Our largest outstanding commercial mortgage loan balance at June 30, 2016 was $20.0 million, which is secured by an office building and performing in accordance with its terms.

Our commercial mortgage acquisition strategies also included purchases of whole loans and participations totaling $274.9 million and $136.1 million during the years ended June 30, 2016 and 2015, respectively.  The increase in loan purchases during fiscal 2016 largely reflected the deployment of a portion of the proceeds received in conjunction with the closing of the Company’s second-step conversion and stock offering at the end of fiscal 2015.

In total, commercial mortgage loan acquisition volume significantly outpaced loan repayments during fiscal 2016 resulting in the reported net increase in the outstanding balance of this segment of the loan portfolio. Our business plan continues to call for maintaining our strategic emphasis on commercial mortgage lending by increasing this segment of the portfolio on both a dollar and percentage of assets basis.

We generally require no less than a 25% down payment or equity position for mortgage loans on multi-family and nonresidential properties.  For such loans, we generally require personal guarantees.  However, the Bank may consider multi-family and nonresidential real estate mortgages for approval on a non-personally guaranteed (non-recourse) basis when the overall strengths of a proposed loan asset sufficiently mitigates the risk of exculpating the principal owners from their personal guarantee. In such cases, the Bank generally requires borrowers to execute an indemnification agreement which personally obligates those individuals in the circumstances of fraud, negligence, environmental issues, improper conveyance, condemnation, bankruptcy or other additional provisions deemed appropriate by the Bank.

We generally offer fixed-rate and adjustable-rate balloon mortgage loans on multi-family and non-residential properties with final stated maturities ranging from five to twelve years and initial interest rate reset terms ranging from five to seven years, where applicable.  Our balloon mortgage loans within this category generally have payments based on amortization terms from 25 to 30 years.  We also offer fully amortizing fixed-rate and adjustable-rate mortgage loans on multi-family and non-residential properties with terms up to 25 years.  Our commercial mortgage loans are primarily secured by properties located in New Jersey and New York and, to a lesser extent, properties located in eastern Pennsylvania.

Commercial mortgage loans are generally considered to entail a greater level of risk than that which arises from one- to four-family, owner-occupied real estate lending.  The repayment of these loans typically is dependent on a successful operation and income stream of the borrower and the real estate securing the loan as collateral.  These risks can be significantly affected by economic conditions.  In addition, commercial mortgage loans to single borrowers or related groups of borrowers generally carry larger balances than one- to four-family mortgage loans.  Consequently, such loans typically require substantially greater evaluation and oversight efforts compared to residential real estate lending.

 

10


Commercial Business Loans.  We also originate commercial term loans and lines of credit to a variety of professionals, sole proprietorships and small businesses in our market area including loans originated through the SBA in which Kearny Bank participates as a Preferred Lender.  Kearny Bank originated approximately $20.8 million of commercial business loans during the year ended June 30, 2016 compared to $20.0 million during the year ended June 30, 2015.  Of the loans we originated, our largest outstanding commercial business loan balance at June 30, 2016 was $2.9 million, which was secured by land.  This loan was performing in accordance with its original terms at June 30, 2016.

Our commercial business loan acquisition strategies included purchases of wholesale C&I loan participations totaling $19.8 million and $41.0 million during the years ended June 30, 2016 and 2015, respectively.  Our C&I loan participations at June 30, 2016 included 22 loans with an outstanding balance of $44.3 million.  These participations included our pro rata interest in 21 loans totaling $34.6 million representing the obligations of 17 separate commercial borrowers that were acquired through Kearny Bank’s membership in BancAlliance, a cooperative network of lending institutions that serves as a conduit for institutional investors to participate in middle-market commercial credits.  The BancAlliance network is supported and managed on a day-to-day basis by Alliance Partners and its wholly-owned subsidiary AP Commercial LLC which acts as investment advisor and asset manager for loans acquired through the BancAlliance network while retaining a portion of such loans as an investor.  At June 30, 2015, our BancAlliance participations had an outstanding balance of $25.1 million representing our pro rata interest in 17 loans.

Our C&I participations at June 30, 2016 also included one additional loan with an outstanding balance of $9.7 million that was purchased through the broadly syndicate commercial loan market.  The loan represents an obligation of a single commercial borrower that was rated by one or more independent, third-party credit rating agencies.

Our largest wholesale C&I loan participation at June 30, 2016 comprised one loan to a leading manufacturer of aircraft interior products for both commercial airlines and business jets with aggregate outstanding balances totaling $9.7 million and was performing in accordance with its original loan terms at June 30, 2016.

In total, commercial business loan repayments and sales outpaced loan acquisition volume during fiscal 2016 resulting in the reported net decrease in the outstanding balance of this segment of the loan portfolio.  As noted earlier, we restructured and realigned our lending infrastructure and resources during the latter half of fiscal 2016 which contributed to a temporary decline in commercial business loan origination and purchase volume for the year.  As a result of those enhancements, we anticipate this loan segment will increase as we continue to acquire loans through retail origination channels as well as purchases and participations acquired though wholesale sources with the goal of increasing this portfolio on both a dollar and percentage of assets basis.

Our commercial business loan activity during fiscal 2016 included the sale of $2.6 million of SBA loan participations which resulted in the recognition of related sale gains totaling approximately $242,000 for the year ended June 30, 2016.  By comparison, we sold $1.2 million of SBA loan participations during fiscal 2015 which resulted in the recognition of related sale gains totaling approximately $111,000.  Our business plan calls for a continued increase in SBA lending activity from the levels reported during fiscal 2016.  As noted earlier, the changes to our commercial business lending resources and infrastructure that were implemented during fiscal 2016 also served to better support our SBA lending resources that had been previously augmented and enhanced during the prior fiscal year ended June 30, 2015.

At June 30, 2016, approximately $43.9 million or 49.8% of our commercial business loans represent loans originated through our retail channel while the remaining $44.3 million or 50.2% comprise loans acquired through the wholesale C&I loan participation channels discussed earlier.  Of the retail originated loans, approximately $37.7 million or 85.9% are “non-SBA” loans consisting of secured and unsecured loans totaling $35.2 million and $2.5 million, respectively.  We generally require personal guarantees on all “non-SBA” commercial business loans originated.  Marketable securities may also be accepted as collateral on lines of credit, but with a loan to value limit of 50%.  The loan to value limit on secured commercial lines of credit and term loans is otherwise generally limited to 70%. Unsecured commercial loans may take the form of overdraft checking authorization up to $25,000 and unsecured lines of credit up to $25,000.  Our “non-SBA” commercial term loans generally have terms of up to 20 years and are mostly fixed-rate loans.  Our commercial lines of credit have terms of up to two years and are generally adjustable-rate loans.  We also offer a one-year, interest-only commercial line of credit with a balloon payment.

The remaining $6.2 million or 14.1% of commercial business loans originated represent the retained portion of SBA loan originations.  Such loans are generally secured by various forms of collateral, including real estate, business equipment and other forms of collateral.  Kearny Bank generally sells the guaranteed portion of eligible SBA loans originated, which ranges from 50% to 90% of the loan’s outstanding balance while retaining the nonguaranteed portion of such loans in portfolio.  Kearny Bank also retains both the guaranteed and non-guaranteed portion of those SBA originations that are generally ineligible for sale in the secondary market.  At June 30, 2016, approximately $1.6 million of the retained portion of Kearny Bank’s SBA loans is guaranteed by the SBA.

 

11


Unlike single-family, owner-occupied residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment and other income and which are secured by real property whose value tends to be more easily ascertainable, commercial business loans, including those originated under SBA programs, are typically made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business.  As a result, the availability of funds for the repayment of commercial business loans may be substantially dependent on the success of the business itself and the general economic environment.  Commercial business loans, therefore, generally have greater credit risk than residential mortgage loans.  In addition, commercial business loans may carry larger balances to single borrowers or related groups of borrowers than one- to four-family first mortgage loans.  As such, commercial business lending requires substantially greater evaluation and oversight efforts compared to residential or commercial real estate lending.

Home Equity Loans and Lines of Credit.  Our home equity loans are fixed-rate loans for terms of generally up to 20 years.  We also offer fixed-rate and adjustable-rate home equity lines of credit with terms of up to 20 years.  During the year ended June 30, 2016, Kearny Bank originated $22.7 million of home equity loans and home equity lines of credit compared to $21.3 million in the year ended June 30, 2015.  However, repayments of home equity loans and lines of credit outpaced loan origination volume during fiscal 2016 resulting in the reported net decline in the outstanding balance of this segment of the loan portfolio.  Our largest outstanding home equity loan and line of credit balance at June 30, 2016 was $473,000, which was secured by a single family residence located in Ocean Township, New Jersey and performing in accordance with its terms.

Collateral value is determined through a property value analysis report provided by a state certified or licensed independent appraiser.  In some cases, we determine collateral value by a full appraisal performed by a state certified or licensed independent appraiser.  Home equity loans and lines of credit do not require title insurance but do require homeowner, liability and fire insurance and, if applicable, flood insurance.

Home equity loans and fixed-rate home equity lines of credit are generally originated in our market area and are generally made in amounts of up to 80% of value on term loans and of up to 75% of value on home equity adjustable-rate lines of credit.  We originate home equity loans secured by either a first lien or a second lien on the property.

Consumer Loans.  Our consumer loan portfolio includes unsecured overdraft lines of credit and personal loans as well as loans secured by savings accounts and certificates of deposit on deposit with Kearny Bank.  Our unsecured consumer loans at June 30, 2016 primarily include $21.8 million of loans acquired through the Company’s relationship with Lending Club, an established peer-to-peer (i.e. marketplace) lender.  Through this relationship, the Company has purchased high-quality, unsecured consumer loans originated through Lending Club’s online platform.  The remaining balance of consumer loans at June 30, 2016 includes $3.3 million of loans fully secured by savings accounts or certificates of deposit held by the Bank and $285,000 of other unsecured consumer loans.  We will generally lend up to 90% of the account balance on a loan secured by a savings account or certificate of deposit.

Our consumer loans generally entail greater risks compared to the other categories of loans that we originate or purchase and hold in portfolio.  Consumer loan repayment is dependent on the borrower’s continuing financial stability and is more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy. The application of various federal laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on consumer loans in the event of a default.

Our underwriting standards for internally originated consumer loans include a determination of the applicant’s credit history and an assessment of the applicant’s ability to meet existing obligations and payments on the proposed loan.  The stability of the applicant’s monthly income may be determined by verification of gross monthly income from primary employment and any additional verifiable secondary income.  Our externally originated consumer loans purchased through Lending Club are limited to those issued to qualified borrowers falling within the three highest credit tiers defined within Lending Club’s proprietary credit risk model.

Construction Lending.  Our construction lending includes loans to individuals for construction of one- to four-family residences or for major renovations or improvements to an existing dwelling.  Our construction lending also includes loans to builders and developers for multi-unit buildings or multi-house projects.  At June 30, 2016, construction loans totaled $2.0 million.  Our largest construction loan balance at that date was $1.1 million, which was secured by a residential property located in Old Tappan, New Jersey and performing in accordance with its terms.

During the year ended June 30, 2016, construction loan disbursements were $1.1 million compared to $4.3 million during the year ended June 30, 2015.  However, the repayment of construction loans more than offset these disbursements during fiscal 2016 resulting in the reported net decline in the outstanding balance of this segment of the loan portfolio.  

 

12


Construction borrowers must hold title to the land free and clear of any liens. Financing for construction loans is limited to 80% of the anticipated appraised value of the completed property. Disbursements are made in accordance with inspection reports by our approved appraisal firms.  Terms of financing are generally limited to one year with an interest rate tied to the prime rate published in the Wall Street Journal and may include a premium of one or more points.  In some cases, we convert a construction loan to a permanent mortgage loan upon completion of construction.

We have no formal limits as to the number of projects a builder has under construction or development and make a case-by-case determination on loans to builders and developers who have multiple projects under development.  The Board of Directors reviews Kearny Bank’s business relationship with a builder or developer prior to accepting a loan application for processing.  We generally do not make construction loans to builders on a speculative basis.  There must be a contract for sale in place. Financing is provided for up to two houses at a time in a multi-house project, requiring a contract on one of the two houses before financing for the next house may be obtained.

We are currently evaluating lending opportunities and strategies through which we may expand our construction lending activity, funding commitments and outstanding balances in the future.  If undertaken, we expect that the growth in our construction lending program will be supported by a corresponding expansion of our internal lending infrastructure and resources to support a growing number of relationships and projects with builders/borrowers.

Construction lending is generally considered to involve a higher degree of credit risk than mortgage lending. If the initial estimate of construction cost proves to be inaccurate, we may be compelled to advance additional funds to complete the construction with repayment dependent, in part, on the success of the ultimate project rather than the ability of a borrower or guarantor to repay the loan. If we are forced to foreclose on a project prior to completion, there is no assurance that we will be able to recover the entire unpaid portion of the loan.  In addition, we may be required to fund additional amounts to complete a project and may have to hold the property for an indeterminate period.

Loans to One Borrower.  Federal law generally limits the amount that a savings institution may lend to one borrower to the greater of $500,000 or 15% of the institution’s unimpaired capital and surplus. Accordingly, as of June 30, 2016, our loans-to-one-borrower limit was approximately $108.4 million.

Notwithstanding regulatory limitations regarding loans to one borrower, the Bank has established a more conservative set of internal thresholds that further limit our lending exposure to any single borrower or set of borrowers affiliated by common ownership.  In that regard, the Bank’s internal “house limits” are $20.0 million for a single loan transaction and $60.0 million for aggregate loans to a common ownership or an affiliated group of borrowers/guarantors. These limits apply irrespective of whether the obligations are on a personally guaranteed/recourse basis or non-personally guaranteed/non-recourse basis.  Exceptions to these internal limits may be considered on a case-by-case basis, subject to the review and approval of each exception by the Bank’s Board of Directors.

At June 30, 2016, our largest single borrower had an aggregate outstanding loan balance of approximately $37.3 million comprising three multi-family mortgage loans. Our second largest single borrower had an aggregate outstanding loan balance of approximately $37.2 million comprising three multi-family mortgage loans.  Our third largest borrower had an aggregate outstanding loan balance of approximately $35.2 million comprising one commercial mortgage loan and two multi-family mortgage loans.  At June 30, 2016, all of these lending relationships were current and performing in accordance with the terms of their loan agreements.  By comparison, at June 30, 2015, loans outstanding to Kearny Bank’s three largest borrowers totaled approximately $38.0 million, $36.0 million and $27.0 million, respectively.

 

13


Loan Originations, Purchases, Sales, Solicitation and Processing.  The following table shows portfolio loans originated, purchased, acquired and repaid during the periods indicated.

 

 

For the Years Ended June 30,

 

 

 

2016

 

 

 

2015

 

 

 

2014

 

 

(In Thousands)

 

Loan originations: (2)

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

One- to four-family

$

87,197

 

 

$

51,315

 

 

$

78,249

 

Commercial

 

489,292

 

 

 

290,915

 

 

 

334,369

 

Commercial business

 

20,789

 

 

 

19,988

 

 

 

24,062

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

Home equity loans and lines of credit

 

22,709

 

 

 

21,327

 

 

 

29,021

 

Passbook or certificate

 

918

 

 

 

1,184

 

 

 

1,330

 

Other

 

604

 

 

 

527

 

 

 

937

 

Construction

 

1,065

 

 

 

4,321

 

 

 

3,802

 

Total loan originations

 

622,574

 

 

 

389,577

 

 

 

471,770

 

Loan purchases:

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

One- to four-family

 

36,250

 

 

 

55,933

 

 

 

22,429

 

Commercial

 

274,897

 

 

 

136,143

 

 

 

87,000

 

Commercial business

 

19,808

 

 

 

41,028

 

 

 

4,914

 

Other

 

25,466

 

 

 

-

 

 

 

4,914

 

Total loan purchases

 

356,421

 

 

 

233,104

 

 

 

119,257

 

Loan acquisitions (1)

 

-

 

 

 

-

 

 

 

78,725

 

Loan sales: (2)

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

One- to four-family

 

-

 

 

 

-

 

 

 

(5,275

)

Commercial

 

(10,000

)

 

 

-

 

 

 

-

 

Commercial business

 

(3,872

)

 

 

(1,231

)

 

 

(737

)

Total loans sold

 

(13,872

)

 

 

(1,231

)

 

 

(6,012

)

 

 

 

 

 

 

 

 

 

 

 

 

Loan repayments

 

(393,225

)

 

 

(257,074

)

 

 

(281,711

)

(Decrease) increase due to other items

 

(9,398

)

 

 

(6,202

)

 

 

1,994

 

 

 

 

 

 

 

 

 

 

 

 

 

Net increase in loan portfolio

$

562,500

 

 

$

358,174

 

 

$

384,023

 

 

(1)

For information on loans acquired in the Atlas Bank acquisition, see Note 2 to the audited consolidated financial statements.

(2)

Excludes origination and sales of one- to four-family mortgage loans held for sale.

Our customary sources of loan applications include loans originated by our commercial and residential loan officers, repeat customers, referrals from realtors and other professionals and “walk-in” customers.  These sources are supported in varying degrees by our newspaper and electronic advertising and marketing strategies.

During prior years, we had purchased loans under the terms of loan purchase and servicing agreements with three large nationwide lenders, in order to supplement our residential mortgage loan production pipeline.  The original agreements called for the purchase of loan pools that contained mortgages on residential properties in our lending area.  Subsequently, we expanded our loan purchase and servicing agreements with the same nationwide lenders to include mortgage loans secured by residential real estate located outside of New Jersey.  We have procedures in place for purchasing these mortgages such that the underwriting guidelines are consistent with those used in our in-house loan origination process.  The evaluation and approval process ensures that the purchased loans generally conform to our normal underwriting guidelines.  Our due diligence process includes full credit reviews and an examination of the title policy and associated legal instruments.  We recalculate debt service and loan-to-value ratios for accuracy and review appraisals for reasonableness.  All loan packages presented to Kearny Bank must meet our underwriting requirements as outlined in the purchase and servicing agreements and are subject to the same review process outlined above.  Furthermore, there are stricter underwriting guidelines in place for out-of-state mortgages, including higher minimum credit scores.  We did not purchase residential mortgage loans under the noted purchase and servicing agreements during the years ended June 30, 2016, 2015 and 2014 but may do so in the future.

 

14


Once we purchase the loans, we continually monitor the seller’s performance by thoroughly reviewing portfolio balancing reports, remittance reports, delinquency reports and other data supplied to us on a monthly basis.  We also review the seller’s financial statements and documentation as to their compliance with the servicing standards established by the Mortgage Bankers Association of America.

As of June 30, 2016, our portfolio of “out-of-state” residential mortgages includes loans located in nine states outside of New Jersey and New York that total approximately $42.4 million or 7.0% of one- to four-family mortgage loans.  The states with the three largest concentrations of such loans at June 30, 2016 were Massachusetts, Pennsylvania and Connecticut, with outstanding principal balances totaling $30.0 million, $6.3 million and $1.9 million, respectively.  The aggregate outstanding balances of loans in each of the remaining six states total approximately $4.2 million and comprise approximately 9.7% of the total balance of out-of-state residential mortgage loans with aggregate balances by state ranging from $239,000 to $1.2 million.

We have also entered into purchase agreements with a number of bank and non-bank originators to supplement our loan production pipeline.  These agreements call for our purchase of one- to four-family first mortgage loans on either a servicing released or servicing retained basis from the seller.  As noted earlier, the aggregate carrying value of the loans purchased from these sources during the year ended June 30, 2016 totaled approximately $36.3 million comprising loans secured primarily by residential properties located in New Jersey and Massachusetts.

In addition to purchasing one- to four-family loans, we have also purchased commercial mortgage loans and participations originated by other banks and non-bank originators. As noted earlier, the aggregate carrying value of the loans and participations purchased from these sources during the year ended June 30, 2016 totaled approximately $274.9 million comprising loans secured primarily by multi-family and non-residential properties located in New Jersey, New York and eastern Pennsylvania.  We also purchased commercial business loans totaling $19.8 million during the year ended June 30, 2016, as discussed above.

We also hold participations acquired through the through New Jersey Community Capital , formerly known as Thrift Institutions Community Investment Corporation of New Jersey (“TICIC”), a subsidiary of the New Jersey Bankers Association that is no longer actively originating loans.  At June 30, 2016, our remaining TICIC participations included a total of 13 loans with an aggregate balance of $1.8 million representing loans on multi-family and commercial real estate properties.

Loan Approval Procedures and Authority.  Senior management recommends and the Board of Directors approves our lending policies and loan approval limits.  Kearny Bank’s Loan Committee consists of the Chief Executive Officer, Chief Operating Officer, Chief Lending Officer, Chief Credit Officer, Regional President, Director of Commercial Real Estate Lending and Special Assets Manager.  Our Chief Lending Officer may approve residential loans up to $750,000.  Loan department personnel of Kearny Bank serving in the following positions may approve loans as follows: residential mortgage loan managers, mortgage loans up to $500,000; residential mortgage loan underwriters, mortgage loans up to $250,000; consumer loan managers, consumer loans up to $250,000; and consumer loan underwriters, consumer loans up to $150,000.  In addition to these principal amount limits, there are established limits for different levels of approval authority as to minimum credit scores and maximum loan-to-value ratios and debt-to-income ratios or debt service coverage.  Our Chief Executive Officer and Chief Operating Officer have authorization to countersign loans for amounts that exceed $750,000 up to a limit of $1.0 million.  Our Chief Lending Officer must approve loans between $750,000 and $1.0 million along with one of these designated officers.  Non-conforming residential mortgage loans and loans over $1.0 million up to $2.0 million require the approval of the Loan Committee.  The Committee may approve individual commercial loans or an aggregate commercial lending relationship up to $5.0 million. Commercial loans or aggregate relationships in excess of $5.0 million require approval by the Board of Directors while such approval is also required for residential mortgage loans in excess of $2.0 million and commercial business loans in excess of $1.0 million.

Asset Quality

Collection Procedures on Delinquent Loans.  We regularly monitor the payment status of all loans within our portfolio and promptly initiate collection efforts on past due loans in accordance with applicable policies and procedures.  Delinquent borrowers are notified by both mail and telephone when a loan is 30 days past due. If the delinquency continues, subsequent efforts are made to contact the delinquent borrower and additional collection notices and letters are sent.  All reasonable attempts are made to collect from borrowers prior to referral to an attorney for collection.  However, when a loan is 90 days delinquent, it is our general practice to refer it to an attorney for repossession, foreclosure or other form of collection action, as appropriate. In certain instances, we may modify the loan or grant a limited moratorium on loan payments to enable the borrower to reorganize his or her financial affairs and we attempt to work with the borrower to establish a repayment schedule to cure the delinquency.

 

15


As to mortgage loans, if a foreclosure action is taken and the loan is not reinstated, paid in full or refinanced, the property is sold at judicial sale at which we may be the buyer if there are no adequate offers to satisfy the debt. Any property acquired as the result of foreclosure or by deed in lieu of foreclosure is classified as real estate owned until it is sold or otherwise disposed of. When real estate owned is acquired, it is recorded at its fair market value less estimated selling costs. The initial write-down of the property, if necessary, is charged to the allowance for loan losses. Adjustments to the carrying value of the properties that result from subsequent declines in value are charged to operations in the period in which the declines are identified.

Past Due Loans.  A loan’s “past due” status is generally determined based upon its “P&I delinquency” status in conjunction with its “past maturity” status, where applicable.  A loan’s “P&I delinquency” status is based upon the number of calendar days between the date of the earliest P&I payment due and the “as of” measurement date.  A loan’s “past maturity” status, where applicable, is based upon the number of calendar days between a loan’s contractual maturity date and the “as of” measurement date.  Based upon the larger of these criteria, loans are categorized into the following “past due” tiers for financial statement reporting and disclosure purposes: Current (including 1-29 days past due), 30-59 days, 60-89 days and 90 or more days.

Nonaccrual Loans.  Loans are generally placed on nonaccrual status when contractual payments become 90 days or more past due, and are otherwise placed on nonaccrual when we do not expect to receive all P&I payments owed substantially in accordance with the terms of the loan agreement.  Loans that become 90 days past maturity, but remain non-delinquent with regard to ongoing P&I payments, may remain on accrual status if: (1) we expect to receive all P&I payments owed substantially in accordance with the terms of the loan agreement, past maturity status notwithstanding, and (2) the borrower is working actively and cooperatively with us to remedy the past maturity status through an expected refinance, payoff or modification of the loan agreement that is not expected to result in a troubled debt restructuring (“TDR”) classification.  All TDRs are placed on nonaccrual status for a period of no less than six months after restructuring, irrespective of past due status.  The sum of nonaccrual loans plus accruing loans that are 90 days or more past due are generally defined as “nonperforming loans.”

Payments received in cash on nonaccrual loans, including both the principal and interest portions of those payments, are generally applied to reduce the carrying value of the loan for financial statement purposes.  When a loan is returned to accrual status, any accumulated interest payments previously applied to the carrying value of the loan during its nonaccrual period are recognized as interest income as an adjustment to the loan’s yield over its remaining term.

Loans that are not considered to be TDRs are generally returned to accrual status when payments due are brought current and we expect to receive all remaining P&I payments owed substantially in accordance with the terms of the loan agreement.  Non-TDR loans may also be returned to accrual status when a loan’s payment status falls below 90 days past due and we: (1) expect receipt of the remaining past due amounts within a reasonable timeframe, and (2) expect to receive all remaining P&I payments owed substantially in accordance with the terms of the loan agreement.

 

16


Nonperforming Assets.  The following table provides information regarding our nonperforming assets which are comprised of nonaccrual loans, accruing loans 90 days or more past due and real estate owned.

 

 

At June 30,

 

 

2016

 

 

2015

 

 

2014

 

 

2013

 

 

2012

 

 

(Dollars In Thousands)

 

Nonaccrual loans:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

One- to four-family (1)

$

10,732

 

 

$

7,952

 

 

$

9,944

 

 

$

11,675

 

 

$

14,917

 

Commercial

 

6,793

 

 

 

7,177

 

 

 

6,935

 

 

 

10,163

 

 

 

11,008

 

Commercial business

 

1,965

 

 

 

3,944

 

 

 

4,919

 

 

 

4,836

 

 

 

3,941

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Home equity loans

 

1,142

 

 

 

812

 

 

 

949

 

 

 

703

 

 

 

984

 

Home equity lines of credit

 

28

 

 

 

971

 

 

 

981

 

 

 

626

 

 

 

193

 

Other

 

-

 

 

 

2

 

 

 

2

 

 

 

28

 

 

 

6

 

Construction

 

357

 

 

 

2,037

 

 

 

1,448

 

 

 

2,886

 

 

 

1,758

 

Total nonaccrual loans (2)

 

21,017

 

 

 

22,895

 

 

 

25,178

 

 

 

30,917

 

 

 

32,807

 

Accruing loans 90 days or more past due:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Real estate mortgage:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Commercial

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

398

 

Commercial business

 

-

 

 

 

-

 

 

 

-

 

 

 

-

 

 

 

293

 

Consumer:

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

 

Other

 

38

 

 

 

-

 

 

 

125

 

 

 

-

 

 

 

-

 

Total accruing loans 90 days or more past due

 

38

 

 

 

-

 

 

 

125

 

 

 

-