10-Q

 
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
 FORM 10-Q
x
QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the Quarterly Period Ended September 30, 2015
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:  0-54241
 
SI FINANCIAL GROUP, INC.
(Exact name of registrant as specified in its charter)
__________________________________________________
Maryland
 
80-0643149
(State or other jurisdiction of incorporation or organization)
 
(I.R.S. Employer Identification No.)
 
803 Main Street, Willimantic, Connecticut
 
06226
(Address of principal executive offices)
 
(Zip Code)
 
(860) 423-4581
(Registrant’s telephone number, including area code)

Not Applicable
(Former name, former address and former fiscal year, if changed since last report)

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x   No  o

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 (Section 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files).  Yes  x No  o
 
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 definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
 
Large Accelerated Filer o
Accelerated Filer x
 
 
Non-Accelerated Filer o
Smaller Reporting Company o
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).
Yes o    No  x
 
As of November 2, 2015, there were 12,218,218 shares of the registrant’s common stock outstanding.
 




SI FINANCIAL GROUP, INC.
TABLE OF CONTENTS
 
 
 
 
Page No.
 
 
 
 
PART I. FINANCIAL INFORMATION
 
 
 
 
 
Item 1.
 
Financial Statements (Unaudited):
 
 
 
 
 
 
 
Consolidated Balance Sheets at September 30, 2015 and December 31, 2014
 
 
 
 
 
 
Consolidated Statements of Income for the three and nine months ended September 30, 2015 and 2014
 
 
 
 
 
 
Consolidated Statements of Comprehensive Income for the three and nine months ended September 30, 2015 and 2014
 
 
 
 
 
 
Consolidated Statement of Changes in Shareholders’ Equity for the nine months ended September 30, 2015
 
 
 
 
 
 
Consolidated Statements of Cash Flows for the nine months ended September 30, 2015 and 2014
 
 
 
 
 
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
 
PART II. OTHER INFORMATION
 
 
 
 
 
Item 1.
 
 
 
 
 
Item 1A.
 
 
 
 
 
Item 2.
 
 
 
 
 
Item 3.
 
 
 
 
 
Item 4.
 
 
 
 
 
Item 5.
 
 
 
 
 
Item 6.
 
 
 
 
 
 
 





PART I.  FINANCIAL INFORMATION
Item 1.  Financial Statements.
SI FINANCIAL GROUP, INC.
CONSOLIDATED BALANCE SHEETS
(In Thousands, Except Share Amounts / Unaudited)
 
September 30,
2015
 
December 31,
2014
ASSETS:
 
 
 
Cash and due from banks:
 
 
 
Noninterest-bearing
$
14,011

 
$
18,965

Interest-bearing
22,551

 
20,286

Total cash and cash equivalents
36,562

 
39,251

 
 
 
 
Available for sale securities, at fair value
176,177

 
173,040

Loans held for sale
165

 
747

Loans receivable (net of allowance for loan losses of $9,246 at September 30, 2015 and $7,797 at December 31, 2014)
1,142,998

 
1,044,864

Federal Home Loan Bank stock, at cost
12,421

 
10,333

Federal Reserve Bank stock, at cost
3,621

 

Bank-owned life insurance
21,755

 
21,306

Premises and equipment, net
21,669

 
21,711

Goodwill and other intangibles
18,246

 
18,697

Accrued interest receivable
4,230

 
3,853

Deferred tax asset, net
7,676

 
8,048

Other real estate owned, net
1,341

 
1,271

Other assets
6,785

 
7,412

Total assets
$
1,453,646

 
$
1,350,533

 
 
 
 
LIABILITIES AND SHAREHOLDERS' EQUITY:
 

 
 

Liabilities:
 

 
 

Deposits:
 

 
 

Noninterest-bearing
$
151,718

 
$
146,062

Interest-bearing
891,412

 
864,651

Total deposits
1,043,130

 
1,010,713

 
 
 
 
Mortgagors' and investors' escrow accounts
1,946

 
3,600

Federal Home Loan Bank advances
224,459

 
148,277

Junior subordinated debt owed to unconsolidated trust
8,248

 
8,248

Accrued expenses and other liabilities
21,884

 
21,956

Total liabilities
1,299,667

 
1,192,794

 
 
 
 
Shareholders' Equity:
 

 
 

Preferred stock ($.01 par value; 1,000,000 shares authorized; none issued)

 

Common stock ($.01 par value; 35,000,000 shares authorized; 12,224,153 and 12,776,426 shares issued and outstanding at September 30, 2015 and December 31, 2014, respectively)
122

 
128

Additional paid-in-capital
124,849

 
125,459

Unallocated common shares held by ESOP
(3,768
)
 
(4,128
)
Unearned restricted shares
(889
)
 
(1,312
)
Retained earnings
32,952

 
37,497

Accumulated other comprehensive income
713

 
95

Total shareholders' equity
153,979

 
157,739

Total liabilities and shareholders' equity
$
1,453,646

 
$
1,350,533

 

See accompanying notes to unaudited interim consolidated financial statements.

1



SI FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF INCOME
(In Thousands, Except Per Share Amounts / Unaudited)
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2015
 
2014
 
2015
 
2014
Interest and dividend income:
 
 
 
 
 
 
 
Loans, including fees
$
11,278

 
$
10,735

 
$
32,823

 
$
32,489

Securities:
 

 
 

 
 
 
 
Taxable interest
766

 
877

 
2,253

 
2,651

Tax-exempt interest
14

 
59

 
63

 
160

Dividends
140

 
46

 
281

 
143

Other
19

 
11

 
57

 
39

Total interest and dividend income
12,217

 
11,728

 
35,477

 
35,482

 
 
 
 
 
 
 
 
Interest expense:
 

 
 

 
 
 
 
Deposits
1,403

 
1,355

 
4,150

 
4,033

Federal Home Loan Bank advances
846

 
602

 
2,124

 
1,921

Subordinated debt and other borrowings
84

 
84

 
251

 
251

Total interest expense
2,333

 
2,041

 
6,525

 
6,205

 
 
 
 
 
 
 
 
Net interest income
9,884

 
9,687

 
28,952

 
29,277

 
 
 
 
 
 
 
 
Provision for loan losses
1,017

 
350

 
1,712

 
1,195

 
 
 
 
 
 
 
 
Net interest income after provision for loan losses
8,867

 
9,337

 
27,240

 
28,082

 
 
 
 
 
 
 
 
Noninterest income:
 

 
 

 
 
 
 
Service fees
1,699

 
1,762

 
5,039

 
5,265

Wealth management fees
303

 
293

 
916

 
926

Increase in cash surrender value of bank-owned life insurance
146

 
147

 
449

 
433

Net gain on sales of securities
14

 

 
146

 
64

Mortgage banking
139

 
81

 
416

 
396

Net gain (loss) on fair value of derivatives
(7
)
 
78

 
(22
)
 
69

Other
452

 
85

 
749

 
527

Total noninterest income
2,746

 
2,446

 
7,693

 
7,680

 
 
 
 
 
 
 
 
Noninterest expenses:
 

 
 

 
 
 
 
Salaries and employee benefits
4,986

 
4,897

 
15,059

 
15,128

Occupancy and equipment
1,816

 
1,883

 
5,660

 
5,852

Computer and electronic banking services
1,413

 
1,417

 
4,168

 
4,082

Outside professional services
436

 
420

 
1,410

 
1,422

Marketing and advertising
259

 
216

 
779

 
754

Supplies
149

 
146

 
441

 
465

FDIC deposit insurance and regulatory assessments
255

 
303

 
748

 
953

Core deposit intangible amortization
150

 
150

 
451

 
463

Other real estate operations
160

 
72

 
444

 
303

Other
521

 
500

 
1,452

 
1,873

Total noninterest expenses
10,145

 
10,004

 
30,612

 
31,295

 
 
 
 
 
 
 
 
Income before income tax provision
1,468

 
1,779

 
4,321

 
4,467

Income tax provision
494

 
579

 
1,421

 
1,447

Net income
$
974

 
$
1,200

 
$
2,900

 
$
3,020

 
 
 
 
 
 
 
 
Earnings per share:
 

 
 

 
 
 
 
Basic
$
0.08

 
$
0.10

 
$
0.24

 
$
0.25

Diluted
$
0.08

 
$
0.10

 
$
0.24

 
$
0.24

 

See accompanying notes to unaudited interim consolidated financial statements.

2



SI FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
(In Thousands / Unaudited)

 
 
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
 
 
2015
 
2014
 
2015
 
2014
Net income
 
$
974

 
$
1,200

 
$
2,900

 
$
3,020

Other comprehensive income (loss), net of tax:
 
 
 
 
 
 
 
 
Available for sale securities:
 
 
 
 
 
 
 
 
Net unrealized holding gains (losses)
 
411

 
(382
)
 
633

 
546

Reclassification adjustment for losses (gains) recognized in net income (1)
 
(9
)
 

 
(96
)
 
(42
)
    Net unrealized holding gains (losses) on available for sale securities
 
402

 
(382
)
 
537

 
504

Net unrealized gain on interest-rate swap derivative
 
29

 
31

 
81

 
77

Other comprehensive income (loss)
 
431

 
(351
)
 
618

 
581

Comprehensive income
 
$
1,405

 
$
849

 
$
3,518

 
$
3,601

 
 
 
 
 
 
 
 
 
 
 
(1) Amounts are included in net gain on sales of securities in noninterest income on the consolidated statements of income. Income tax expense (benefit) associated with the reclassification adjustment for the three and nine months ended September 30, 2015 was $5,000 and $50,000 and for the three and nine months ended September 30, 2014 was $0 and $22,000, respectively.

See accompanying notes to unaudited interim consolidated financial statements.

    
 



3



SI FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENT OF CHANGES IN SHAREHOLDERS' EQUITY
FOR THE NINE MONTHS ENDED SEPTEMBER 30, 2015
(In Thousands, Except Share Data / Unaudited)

 
Common Stock
 
Additional
Paid-in
Capital
 
Unallocated
Common
Shares Held
by ESOP
 
Unearned
Restricted
Shares
 
Retained
Earnings
 
Accumulated
Other
Comprehensive
Income
 
Total
Shareholders'
Equity
 
Shares
 
Dollars
 
 
 
 
 
 
Balance at December 31, 2014
12,776,426

 
$
128

 
$
125,459

 
$
(4,128
)
 
$
(1,312
)
 
$
37,497

 
$
95

 
$
157,739

Comprehensive income

 

 

 

 

 
2,900

 
618

 
3,518

Cash dividends declared ($0.12 per share)

 

 

 

 

 
(1,444
)
 

 
(1,444
)
Equity incentive plans compensation

 

 
230

 

 
453

 

 

 
683

Allocation of 36,477 ESOP shares

 

 
65

 
360

 

 

 

 
425

Restricted shares activity
 
 
 
 
30

 
 
 
(30
)
 
 
 
 
 

Tax benefit from share-based compensation

 

 
5

 

 

 

 

 
5

Stock options exercised
297,546

 
3

 
3,268

 

 

 

 

 
3,271

Common shares repurchased
(849,819
)
 
(9
)
 
(4,208
)
 

 

 
(6,001
)
 

 
(10,218
)
Balance at September 30, 2015
12,224,153

 
$
122

 
$
124,849

 
$
(3,768
)
 
$
(889
)
 
$
32,952

 
$
713

 
$
153,979

 
See accompanying notes to unaudited interim consolidated financial statements.


4



SI FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS
(In Thousands / Unaudited)
 
Nine Months Ended
September 30,
 
2015
 
2014
Cash flows from operating activities:
 
 
 
Net income
$
2,900

 
$
3,020

Adjustments to reconcile net income to net cash provided by operating activities:
 
 
 

Provision for loan losses
1,712

 
1,195

Employee stock ownership plan expense
425

 
416

Equity incentive plan expense
683

 
559

Excess tax benefit from share-based compensation
(5
)
 
(4
)
Amortization of investment premiums and discounts, net
851

 
724

Amortization of loan premiums and discounts, net
1,457

 
1,051

Depreciation and amortization of premises and equipment
2,036

 
1,921

Amortization of core deposit intangible
451

 
463

Amortization of deferred debt issue costs
16

 
79

Net gain on sales of securities
(146
)
 
(64
)
Net loss (gain) on fair value of derivatives
22

 
(69
)
Deferred income tax provision
53

 
28

Loans originated for sale
(18,807
)
 
(12,633
)
Proceeds from sale of loans held for sale
19,524

 
13,353

Net gain on sales of loans held for sale
(234
)
 
(201
)
Net loss on sales or write-downs of other real estate owned
201

 
67

Increase in cash surrender value of bank-owned life insurance
(449
)
 
(433
)
Impairment charge on long-lived assets

 
175

Change in operating assets and liabilities:
 

 
 

Accrued interest receivable
(377
)
 
123

Other assets
727

 
1,947

Accrued expenses and other liabilities
33

 
1,143

Net cash provided by operating activities
11,073

 
12,860

 
 
 
 
Cash flows from investing activities:
 

 
 

Purchases of available for sale securities
(35,450
)
 
(24,626
)
Proceeds from sales of available for sale securities
9,703

 
1,109

Proceeds from maturities of and principal repayments on available for sale securities
22,719

 
23,063

Purchases of Federal Home Loan Bank stock
(2,088
)
 

Purchases of Federal Reserve Bank stock
(3,621
)
 

Redemption of Federal Home Loan Bank stock

 
2,776

Loan principal collections, net of originations
(4,996
)
 
42,628

Purchases of loans
(96,640
)
 
(38,643
)
Proceeds from sales of other real estate owned
62

 
1,109

Purchases of premises and equipment
(1,994
)
 
(2,134
)
Net cash provided by (used in) investing activities
(112,305
)
 
5,282

 
 
 
 

5



SI FINANCIAL GROUP, INC.
CONSOLIDATED STATEMENTS OF CASH FLOWS (Concluded)
(In Thousands / Unaudited)
 
Nine Months Ended
September 30,
 
2015
 
2014
Cash flows from financing activities:
 

 
 

Net increase in deposits
32,417

 
13,090

Net decrease in mortgagors' and investors' escrow accounts
(1,654
)
 
(1,420
)
Proceeds from Federal Home Loan Bank advances
120,478

 
10,000

Repayments of Federal Home Loan Bank advances
(44,312
)
 
(32,203
)
Excess tax benefit from share-based compensation
5

 
4

Cash dividends on common stock
(1,444
)
 
(1,107
)
Stock options exercised
708

 
552

Common shares repurchased
(7,655
)
 
(761
)
Net cash provided by (used in) financing activities
98,543

 
(11,845
)
 
 
 
 
 
 
 
 
Net change in cash and cash equivalents
(2,689
)
 
6,297

Cash and cash equivalents at beginning of period
39,251

 
27,321

Cash and cash equivalents at end of period
$
36,562

 
$
33,618

 
 
 
 
Supplemental cash flow information:
 

 
 

Interest paid
$
6,490

 
$
6,234

Income taxes received (paid), net
989

 
(555
)
Transfer of loans to other real estate owned
333

 
108

Stock options exercised by net-share settlement
2,563

 
190


 See accompanying notes to unaudited interim consolidated financial statements.

6

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 


NOTE 1.  NATURE OF BUSINESS AND SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES

Nature of Business
SI Financial Group, Inc. (the “Company”) is the holding company for Savings Institute Bank and Trust Company (the “Bank”). Established in 1842, the Bank is a community-oriented financial institution headquartered in Willimantic, Connecticut. The Bank provides a variety of financial services to individuals, businesses and municipalities through its twenty-six offices in eastern Connecticut and Rhode Island. Its primary products include savings, checking and certificate of deposit accounts, residential and commercial mortgage loans, commercial business loans and consumer loans.  In addition, wealth management services, which include trust, financial planning, life insurance and investment services, are offered to individuals and businesses through the Bank’s offices. The Company does not conduct any material business other than owning all of the stock of the Bank and making payments on the subordinated debentures held by the Company.

Principles of Consolidation
The accompanying consolidated financial statements include the accounts of the Company, its wholly-owned subsidiary, the Bank, and the Bank’s wholly-owned subsidiaries, SI Mortgage Company and SI Realty Company, Inc. All significant intercompany accounts and transactions have been eliminated.

Basis of Financial Statement Presentation
The interim consolidated financial statements and related notes have been prepared in accordance with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information, with the instructions to Form 10-Q and Rule 10.01 of Regulation S-X of the Securities and Exchange Commission ("SEC") and general practices within the banking industry. Accordingly, certain information and footnote disclosures required by GAAP for complete financial statements have been omitted.  Information in the accompanying interim consolidated financial statements and notes to the financial statements of the Company as of September 30, 2015 and for the three and nine months ended September 30, 2015 and 2014 is unaudited. These unaudited interim consolidated financial statements and related notes should be read in conjunction with the audited financial statements of the Company and the accompanying notes for the year ended December 31, 2014 contained in the Company’s Form 10-K.

In the opinion of management, the accompanying unaudited interim consolidated financial statements reflect all of the adjustments, consisting only of normal and recurring adjustments, necessary for a fair presentation of the financial condition, results of operations and cash flows as of and for the periods covered herein. The results of operations for the three and nine months ended September 30, 2015 are not necessarily indicative of the operating results for the year ending December 31, 2015 or for any other period.

In preparing the consolidated financial statements, management is required to make estimates and assumptions that affect the reported amounts of assets and liabilities, and disclosures of contingent assets and liabilities, as of the date of the balance sheets and reported amounts of revenues and expenses for the periods presented. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, deferred income taxes and the impairment of long-lived assets.

Reclassifications
Amounts in the Company’s prior year consolidated financial statements are reclassified to conform to the current year presentation.  Such reclassifications have no effect on net income.


7

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

Loans Receivable
Loans receivable are stated at current unpaid principal balances, net of the allowance for loan losses and deferred loan origination fees and costs. Management has the ability and intent to hold its loans receivable for the foreseeable future or until maturity or pay-off.

A loan is impaired when, based on current information and events, it is probable the Company will be unable to collect all contractual principal and interest payments due in accordance with the terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value and the probability of collecting scheduled principal and interest payments when due. Impairment is measured on a loan by loan basis for residential and commercial mortgage loans and commercial business loans by either the present value of expected future cash flows discounted at the loan's effective interest rate or, as a practical expedient, at the loan's observable market price or the fair value of the collateral if the loan is collateral dependent. Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Company does not typically identify individual consumer loans for impairment disclosures, unless such loans are subject to a troubled debt restructuring ("TDR") agreement.

Troubled Debt Restructurings
The Company periodically may agree to modify the contractual terms of loans. When a loan is modified and concessions have been made by the Company to the original contractual terms that would not otherwise be considered for a borrower with similar risk characteristics, such as below market interest rate reductions, deferral of interest or principal payments, or maturity extensions due to the borrower’s financial condition, the modification is considered a TDR. Modified terms are dependent upon the financial position and needs of the individual borrower. If the modification agreement is violated, the loan is handled by the Company’s Collections Department for resolution which may result in foreclosure.

Management considers all nonaccrual loans, with the exception of certain consumer loans, to be impaired. Also, all TDRs are initially classified as impaired and follow the Company's nonaccrual policy. If the loan was current prior to modification, nonaccrual status would not be required. If the loan was on nonaccrual prior to modification or if the payment amount significantly increases, the loan will remain on nonaccrual for a period of at least six months. Loans qualify for return to accrual status once the borrower has demonstrated the willingness and the ability to perform in accordance with the restructured terms of the loan agreement for a period of not less than six consecutive months. In most cases, loan payments less than 90 days past due are considered minor collection delays and the related loans are generally not considered impaired.

Impaired classification may be removed after a year following the restructure if the borrower demonstrates compliance with the modified terms and the restructuring agreement specifies an interest rate equal to that which would be provided to a borrower with similar risk characteristics at the time of restructuring.

Allowance for Loan Losses
The allowance for loan losses, a material estimate which could change significantly in the near-term, is established through a provision for loan losses charged to earnings to account for losses that are inherent in the loan portfolio and estimated to occur, and is maintained at a level that management considers adequate to absorb losses in the loan portfolio. Loan losses are charged against the allowance for loan losses when management believes the uncollectibility of the principal loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance for loan losses when received. In the determination of the allowance for loan losses, management may obtain independent appraisals for significant properties, if necessary.

Management's judgment in determining the adequacy of the allowance is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available. The allowance for loan losses is evaluated on a monthly basis by management and is based on the evaluation of the known and

8

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

inherent risk characteristics and size and composition of the loan portfolio, the assessment of current economic and real estate market conditions, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, historical loan loss experience, the level and trends of nonperforming loans, delinquencies, classified assets and loan charge-offs and evaluations of loans and other relevant factors.

The allowance for loan losses consists of the following key elements:

Specific allowance for identified impaired loans. For loans identified as impaired, an allowance is established when the present value of expected cash flows (or observable market price of the loan or fair value of the collateral if the loan is collateral dependent) of the impaired loan is lower than the carrying value of that loan.

General valuation allowance. The general component represents a valuation allowance on the remainder of the loan portfolio, after excluding impaired loans. For this portion of the allowance, loans are segregated by category and assigned an allowance percentage based on historical loan loss experience adjusted for qualitative factors stratified by the following loan segments: residential one- to four-family, multi-family and commercial real estate, construction, commercial business and consumer. Management uses a rolling average of historical losses based on the time frame appropriate to capture relevant loss data for each loan segment. This historical loss factor is adjusted for the following qualitative factors: changes in lending policies and procedures, including changes in underwriting standards and collection, charge-off and recovery practices; changes in international, national, regional and local economic and business conditions and developments that affect the collectibility of the portfolio, including the condition of various market segments; changes in the size and composition of the loan portfolio and in the terms of the loans; changes in the experience, ability, and depth of lending management and other relevant staff; changes in the volume and severity of past due loans, the volume of nonaccrual loans and the volume and severity of adversely classified or graded loans; changes in the quality of the loan review system; changes in the underlying collateral for collateral-dependent loans; the existence and effect of any concentrations of credit and changes in the level of such concentrations; the effect of other external factors such as competition and legal and regulatory capital requirements on the level of estimated credit losses in the portfolio.

The qualitative factors are determined based on the following various risk characteristics for each loan segment. Risk characteristics relevant to each portfolio segment are as follows:

Residential – One- to Four-Family – The Bank primarily originates conventional loans with loan-to-value ratios less than 95% and generally originates loans with loan-to-value ratios in excess of 80% only when secured by first liens on owner-occupied one- to four-family residences. Loans with loan-to-value ratios in excess of 80% generally require private mortgage insurance or additional collateral. All loans in this segment are collateralized by owner-occupied residential real estate and repayment is dependent on the credit quality of the individual borrower. The overall health of the economy, including unemployment rates and housing prices, will have an effect on the credit quality of this segment.

Multi-family and Commercial – Loans in this segment are originated for the purpose of acquiring, developing, improving or refinancing multi-family and commercial real estate where the property is the primary collateral securing the loan, and the income generated from the property is the primary repayment source. The underlying cash flows generated by the properties can be adversely impacted by the economy as evidenced by increased vacancy rates. Payments on loans secured by income-producing properties often depend on the successful operation and management of the properties. Management continually monitors the cash flows of these loans.


9

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

Construction – This segment includes loans to individuals and, to a lesser extent, builders to finance the construction of residential dwellings. The Bank also originates construction loans for commercial development projects. Upon the completion of construction, the loan generally converts to a permanent mortgage loan. Credit risk is affected by cost overruns, correct estimates of the sale price of the property, time to sell at an adequate price and market conditions.

Commercial Business – Loans in this segment are made to businesses and are generally secured by assets of the business. Repayment is expected from the cash flows of the business. A weakened economy and reduced viability of the industry in which the customer operates will have a negative impact on the credit quality in this segment. The Bank also provides loans to investors in the time share industry, which are secured by consumer receivables, and provides loans for capital improvements to condominium associations, which are secured by the assigned rights to levy special assessments to condominium owners.

Consumer – Loans in this segment primarily include home equity lines of credit (representing both first and second liens), indirect automobile loans and, to a lesser extent, loans secured by marketable securities, passbook or certificate accounts, motorcycles, automobiles and recreational vehicles, as well as unsecured loans. Consumer loan collections depend on the borrower’s continuing financial stability and, therefore, are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.

In computing the allowance for loan losses, we do not assign a general valuation allowance to the Small Business Administration (“SBA”) and United States Department of Agriculture (“USDA”) loans that we purchase as such loans are fully guaranteed. These loans are included in commercial business loans. See Note 4 for details.
 
The majority of the Company's loans are collateralized by real estate located in eastern Connecticut and Rhode Island. To a lesser extent, certain commercial real estate loans are secured by collateral located outside of our primary market area. Accordingly, the collateral value of a substantial portion of the Company's loan portfolio and real estate acquired through foreclosure is susceptible to changes in local market conditions.
 
Although management believes it uses the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and the Company’s results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Furthermore, while management believes it has established the allowance for loan losses in conformity with GAAP, our regulators, in reviewing the loan portfolio, may request us to increase our allowance for loan losses based on judgments different from ours. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, the existing allowance for loan losses may not be adequate or increases may be necessary should the quality of any loans deteriorate as a result of the factors discussed above. Any material increase in the allowance for loan losses would adversely affect the Company’s financial condition and results of operations.

Interest and Fees on Loans
Interest on loans is accrued and included in net interest income based on contractual rates applied to principal amounts outstanding. Accrual of interest is discontinued when loan payments are 90 days or more past due, based on contractual terms, or when, in the judgment of management, collectibility of the loan or loan interest becomes uncertain. Subsequent recognition of income occurs only to the extent payment is received subject to management's assessment of the collectibility of the remaining interest and principal. A nonaccrual loan is restored to accrual status when it is no longer delinquent and collectibility of interest and principal is no longer in doubt and the borrower has made regular payments in accordance with the terms of the loan over a period of at least six months. Interest collected on nonaccrual loans is recognized only to the extent cash payments are

10

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SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

received, and may be recorded as a reduction to principal if the collectibility of the principal balance of the loan is unlikely.

Loan origination fees, direct loan origination costs and loan purchase premiums are deferred, and the net amount is recognized as an adjustment of the related loan's yield utilizing the interest method over the contractual life of the loan. In addition, discounts related to fair value adjustments for loans receivable acquired in a business combination or asset purchase are accreted into earnings over the contractual term as an adjustment of the loan's yield. The Company periodically evaluates the cash flows expected to be collected for loans acquired with deteriorated credit quality. Changes in the expected cash flows compared to the expected cash flows as of the date of acquisition may impact the accretable yield or result in a charge to the provision for loan losses to the extent of a shortfall.

Common Share Repurchases
The Company is chartered in the state of Maryland. Maryland law does not provide for treasury shares, rather shares repurchased by the Company constitute authorized but unissued shares. GAAP states that accounting for treasury stock shall conform to state law. Therefore, the cost of shares repurchased by the Company has been allocated to common stock, additional paid-in capital and retained earnings balances.

Recent Accounting Pronouncements
Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Reclassification of Residential Real Estate Collateralized Consumer Mortgage Loans upon Foreclosure. In January 2014, the Financial Accounting Standards Board ("FASB") issued amended guidance that clarifies when a creditor should be considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan such that the loan receivable should be derecognized and the real estate property recognized. The amended guidance clarifies that an in substance repossession or foreclosure occurs, and a creditor is considered to have received physical possession of residential real estate property collateralizing a consumer mortgage loan, upon either (1) the creditor obtaining legal title to the residential real estate property upon completion of a foreclosure or (2) the borrower conveying all interest in the residential real estate property to the creditor to satisfy that loan through completion of a deed in lieu of foreclosure or through a similar legal agreement. In addition, the amended guidance requires interim and annual disclosures of both (1) the amount of foreclosed residential real estate property held by the creditor and (2) the recorded investment in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction. The adoption of the amended guidance on January 1, 2015 did not have a material impact on the Company’s consolidated financial statements.

Receivables - Troubled Debt Restructurings by Creditors (Subtopic 310-40): Classification of Certain Government-Guaranteed Mortgage Loans upon Foreclosure - In August 2014, the FASB issued amended guidance that addresses the diversity in practice regarding the classification and measurement of foreclosed loans which were part of a government-sponsored loan guarantee program (e.g. HUD, FHA, VA). The amended guidance outlines certain criteria that, if met, the loan (residential or commercial) should be derecognized and a separate other receivable should be recorded upon foreclosure at the amount of the loan balance (principal and interest) expected to be recovered from the guarantor. The adoption of the amended guidance on January 1, 2015 did not have a material impact on the Company’s consolidated financial statements.

Interest - Imputation of Interest (Subtopic 835-30): Simplifying the Presentation of Debt Issuance Costs - In April 2015, the FASB issued guidance simplifying the presentation of debt issuance costs. The amended guidance requires that debt issuance costs related to a recognized debt liability be presented in the balance sheet as a direct deduction from the carrying amount of that debt liability, consistent with debt discounts. The amended guidance should be applied on a retrospective basis and is effective for fiscal years, and interim periods within those years, beginning after December 15, 2015, with early adoption permitted. The adoption of the amended guidance is not expected to have a material impact on the Company's consolidated financial statements.

11

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SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 


Interest - Imputation of Interest (Subtopic 835-30): Presentation and Subsequent Measurement of Debt Issuance Costs Associated with Line-of-Credit Arrangements - In August 2015, the FASB issued amended guidance pursuant to the SEC Staff Announcement at the June 18, 2015 Emerging Issues Task Force meeting that the update issued in April 2015 does not address presentation or subsequent measurement of debt issuance costs related to line-of-credit arrangements. Given the absence of authoritative guidance within the previous update for debt issuance costs related to line-of-credit-arrangements, the SEC staff would not object to an entity deferring and presenting debt issuance costs as an asset and subsequently amortizing the deferred debt issuance costs ratably over the term of the line-of-credit arrangement, regardless of whether there were any outstanding borrowings on the line-of-credit arrangement. The Company does not expect the adoption of this guidance to have a material impact on its consolidated financial statements.

NOTE 2.  EARNINGS PER SHARE

Basic earnings per share is calculated by dividing the net income available to common shareholders by the weighted average number of common shares outstanding during the period. Unvested restricted shares are considered outstanding in the computation of basic earnings per share since the shares participate in dividends and the rights to the dividends are non-forfeitable. Diluted earnings per share is computed in a manner similar to basic earnings per share except that the weighted average number of common shares outstanding is increased to include the 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. The Company’s common stock equivalents relate solely to stock options. Repurchased common shares and unallocated common shares held by the Bank’s ESOP are not deemed outstanding for earnings per share calculations.
 
Anti-dilutive shares are common stock equivalents with weighted average exercise prices in excess of the weighted average market value for the periods presented, and are not considered in diluted earnings per share calculations. The Company had anti-dilutive common shares outstanding of 321,793 and 342,819 for the three and nine months ended September 30, 2015, respectively, and 677,590 and 485,459 for the three and nine months ended September 30, 2014, respectively.

The computation of earnings per share is as follows:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2015
 
2014
 
2015
 
2014
 
(Dollars in Thousands, Except Per Share Amounts)
Net income
$
974

 
$
1,200

 
$
2,900

 
$
3,020

 
 
 
 
 
 
 
 
Weighted average common shares outstanding:
 

 
 

 
 
 
 
Basic
11,793,218

 
12,310,368

 
12,036,573

 
12,315,829

Effect of dilutive stock options
21,713

 
23,065

 
28,485

 
38,382

Diluted
11,814,931

 
12,333,433

 
12,065,058

 
12,354,211

 
 
 
 
 
 
 
 
Earnings per share:
 

 
 

 
 
 
 
Basic
$
0.08

 
$
0.10

 
$
0.24

 
$
0.25

Diluted
$
0.08

 
$
0.10

 
$
0.24

 
$
0.24




12

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

NOTE 3.  SECURITIES

Available for Sale Securities
The amortized cost, gross unrealized gains and losses and fair values of available for sale securities at September 30, 2015 and December 31, 2014 are as follows:
 
 
September 30, 2015
 
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 
 
(In Thousands)
Debt securities:
 
 
 
 
 
 
 
U.S. Government and agency obligations
$
68,172

 
$
620

 
$
(224
)
 
$
68,568

Government-sponsored enterprises
30,329

 
335

 

 
30,664

Mortgage-backed securities:(1)
 
 
 

 
 

 
 

Agency - residential
69,527

 
872

 
(519
)
 
69,880

Non-agency - residential
161

 

 
(5
)
 
156

Corporate debt securities
1,000

 

 

 
1,000

Collateralized debt obligation
1,155

 

 
(25
)
 
1,130

Obligations of state and political subdivisions
1,535

 
2

 

 
1,537

Tax-exempt securities
3,183

 
59

 

 
3,242

Total available for sale securities
$
175,062

 
$
1,888

 
$
(773
)
 
$
176,177

 
 
 
 
 
 
 
 
 
(1) Agency securities refer to debt obligations issued or guaranteed by government corporations or government-sponsored enterprises (“GSEs”).  Non-agency securities, or private-label securities, are the sole obligation of their issuer and are not guaranteed by any of the GSEs or the U.S. Government.
 
 
December 31, 2014
 
 
Amortized
Cost
 
Gross
Unrealized
Gains
 
Gross
Unrealized
Losses
 
Fair
Value
 
 
(In Thousands)
Debt securities:
 
 
 
 
 
 
 
U.S. Government and agency obligations
$
66,232

 
$
385

 
$
(226
)
 
$
66,391

Government-sponsored enterprises
27,435

 
120

 
(67
)
 
27,488

Mortgage-backed securities:(1)
 
 
 
 
 
 
 

Agency - residential
67,008

 
907

 
(1,065
)
 
66,850

Non-agency - residential
254

 
3

 
(4
)
 
253

Corporate debt securities
1,000

 

 

 
1,000

Collateralized debt obligation
1,188

 

 
(7
)
 
1,181

Obligations of state and political subdivisions
3,039

 
167

 
(6
)
 
3,200

Tax-exempt securities
6,583

 
97

 
(3
)
 
6,677

Total available for sale securities
$
172,739

 
$
1,679

 
$
(1,378
)
 
$
173,040

 
 
 
 
 
 
 
 
 
(1) Agency securities refer to debt obligations issued or guaranteed by government corporations or GSEs.  Non-agency securities, or private-label securities, are the sole obligation of their issuer and are not guaranteed by any of the GSEs or the U.S. Government.


13

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

The amortized cost and fair value of debt securities by contractual maturities at September 30, 2015 are presented below. Maturities are based on the final contractual payment dates and do not reflect the impact of potential prepayments or early redemptions. Because mortgage-backed securities ("MBS") are not due at a single maturity date, they are not included in the maturity categories in the following maturity summary.
 
 
Amortized
Cost
 
Fair
Value
 
(In Thousands)
Within 1 year
$
2,536

 
$
2,539

After 1 but within 5 years
52,956

 
53,554

After 5 but within 10 years
12,250

 
12,216

After 10 years
37,632

 
37,832

 
105,374

 
106,141

Mortgage-backed securities
69,688

 
70,036

Total debt securities
$
175,062

 
$
176,177


The following is a summary of realized gains and losses on the sales/calls of securities for the three and nine months ended September 30, 2015 and 2014:
 
Three Months Ended
September 30,
 
Nine Months Ended
September 30,
 
2015
 
2014
 
2015
 
2014
 
(In Thousands)
Gross gains on sales/calls
$
14

 
$

 
$
169

 
$
64

Gross losses on sales/calls

 

 
(23
)
 

Net gain on sales/calls of securities
$
14

 
$

 
$
146

 
$
64


There were no sales of available for sale securities for the three months ended September 30, 2015 and 2014. Proceeds from the sale of available for sale securities were $9.7 million and $1.1 million for the nine months ended September 30, 2015 and 2014, respectively.

The following tables present information pertaining to securities with gross unrealized losses at September 30, 2015 and December 31, 2014, aggregated by investment category and length of time the individual securities have been in a continuous unrealized loss position.
 
 
Less Than 12 Months
 
12 Months Or More
 
Total
September 30, 2015
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
(In Thousands)
U.S. Government and agency obligations
$
3,880

 
$
15

 
$
15,703

 
$
209

 
$
19,583

 
$
224

Mortgage-backed securities:
 

 
 

 
 

 
 

 
 

 
 

Agency - residential
4,731

 
19

 
28,634

 
500

 
33,365

 
519

Non-agency - residential

 

 
115

 
5

 
115

 
5

Collateralized debt obligation

 

 
1,130

 
25

 
1,130

 
25

Total
$
8,611

 
$
34

 
$
45,582

 
$
739

 
$
54,193

 
$
773



14

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

 
Less Than 12 Months
 
12 Months Or More
 
Total
December 31, 2014
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
Fair
Value
 
Unrealized
Losses
 
(In Thousands)
U.S. Government and agency obligations
$
9,273

 
$
15

 
$
16,655

 
$
211

 
$
25,928

 
$
226

Government-sponsored enterprises
6,974

 
4

 
3,973

 
63

 
10,947

 
67

Mortgage-backed securities:
 

 
 

 
 

 
 

 
 

 
 

Agency - residential
4,251

 
122

 
32,127

 
943

 
36,378

 
1,065

Non-agency - residential

 

 
127

 
4

 
127

 
4

Collateralized debt obligation
1,181

 
7

 

 

 
1,181

 
7

Obligations of state and political subdivisions

 

 
668

 
6

 
668

 
6

Tax-exempt securities
1,141

 
3

 

 

 
1,141

 
3

Total
$
22,820

 
$
151

 
$
53,550

 
$
1,227

 
$
76,370

 
$
1,378


At September 30, 2015, twenty-three debt securities with gross unrealized losses had aggregate depreciation of approximately 1.41% of the Company’s amortized cost basis. The majority of the unrealized losses are related to the Company’s agency MBS. There were no investments deemed other-than-temporarily impaired for the three and nine months ended September 30, 2015 and 2014. The following summarizes, by security type, the basis for management’s determination during the preparation of the financial statements that the applicable investments within the Company’s securities portfolio were not other-than-temporarily impaired at September 30, 2015.

U.S. Government and Agency Obligations. The unrealized losses on the Company’s U.S. Government and agency obligations related primarily to a widening of the rate spread to comparable treasury securities. Because the decline in market value was attributable to changes in interest rates and not credit quality, and because the Company does not intend to sell these securities and it is not more likely than not that the Company will be required to sell the securities before their anticipated recovery, which may be at maturity, the Company did not consider these securities to be other-than-temporarily impaired at September 30, 2015.

Mortgage-backed Securities - Agency - Residential. The unrealized losses on the Company’s agency–residential mortgage-backed securities were caused by increases in the rate spread to comparable treasury securities. The Company does not expect these securities to settle at a price less than the amortized cost basis of the investments. Because the Company does not intend to sell the investments and it is not more likely than not the Company will be required to sell the investments before the recovery of their amortized cost basis, which may be at maturity, the Company did not consider these investments to be other-than-temporarily impaired at September 30, 2015.

Mortgage-backed Securities - Non-agency - Residential. The unrealized losses on the Company's non-agency - residential mortgage-backed securities relate to one investment which has been evaluated by management and no potential credit losses were identified. Because the Company does not intend to sell this security and it is not more likely than not that the Company will be required to sell this security before the recovery of its amortized cost basis, which may be maturity, the Company did not consider this investment to be other-than-temporarily impaired at September 30, 2015.

Collateralized Debt Obligations. The unrealized losses on the Company's collateralized debt obligations relate to one investment in a pooled trust preferred security ("PTPS"). The PTPS market has stabilized at depressed market values as a result of market saturation. The Company's PTPS was upgraded to investment grade and based on its senior credit profile, management does not believe this investment will suffer from any further credit-related losses. Because the Company does not intend to sell the investment and it is not more likely than not the

15

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

Company will be required to sell the investment before recovery of its amortized cost basis, which may be at maturity, the Company did not record impairment losses as of September 30, 2015.

NOTE 4.  LOANS RECEIVABLE AND ALLOWANCE FOR LOAN LOSSES

Loan Portfolio
The composition of the Company’s loan portfolio at September 30, 2015 and December 31, 2014 is as follows:
 
 
 
September 30, 2015
 
December 31, 2014
 
 
(In Thousands)
Real estate loans:
 
 
 
Residential - 1 to 4 family
$
430,287

 
$
430,575

Multi-family and commercial
339,682

 
298,320

Construction
17,409

 
13,579

Total real estate loans
787,378

 
742,474

 
 
 
 
 
Commercial business loans:
 

 
 

SBA and USDA guaranteed
153,811

 
118,466

Time share
57,760

 
45,669

Condominium association
26,237

 
21,386

Other
68,307

 
66,446

Total commercial business loans
306,115

 
251,967

 
 
 
 
 
Consumer loans:
 

 
 

Home equity
52,985

 
51,093

Indirect automobile
2,239

 
3,692

Other
1,915

 
1,864

Total consumer loans
57,139

 
56,649

 
 
 
 
 
Total loans
1,150,632

 
1,051,090

 
 
 
 
 
Deferred loan origination costs, net of fees
1,612

 
1,571

Allowance for loan losses
(9,246
)
 
(7,797
)
Loans receivable, net
$
1,142,998

 
$
1,044,864


The Company purchased commercial business loans totaling $96.6 million during the nine months ended September 30, 2015.


16

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

Allowance for Loan Losses
Changes in the allowance for loan losses for the three and nine months ended September 30, 2015 and 2014 are as follows:
Three Months Ended
September 30, 2015
Residential -
1 to 4 Family
 
Multi-family
and Commercial
 
Construction
 
Commercial
Business
 
Consumer
 
Total
 
(In Thousands)
Balance at beginning of period
$
986

 
$
3,766

 
$
434

 
$
2,618

 
$
633

 
$
8,437

Provision (credit) for loan losses
30

 
666

 
(7
)
 
322

 
6

 
1,017

Loans charged-off

 
(136
)
 

 
(140
)
 

 
(276
)
Recoveries of loans previously charged-off
41

 
22

 

 
5

 

 
68

Balance at end of period
$
1,057

 
$
4,318

 
$
427

 
$
2,805

 
$
639

 
$
9,246

 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30, 2015
Residential -
1 to 4 Family
 
Multi-family
and Commercial
 
Construction
 
Commercial
Business
 
Consumer
 
Total
 
(In Thousands)
Balance at beginning of period
$
955

 
$
3,607

 
$
254

 
$
2,382

 
$
599

 
$
7,797

Provision for loan losses
74

 
843

 
173

 
582

 
40

 
1,712

Loans charged-off
(46
)
 
(156
)
 

 
(165
)
 

 
(367
)
Recoveries of loans previously charged-off
74

 
24

 

 
6

 

 
104

Balance at end of period
$
1,057

 
$
4,318

 
$
427

 
$
2,805

 
$
639

 
$
9,246


Three Months Ended
September 30, 2014
Residential -
1 to 4 Family
 
Multi-family
and Commercial
 
Construction
 
Commercial
Business
 
Consumer
 
Total
 
(In Thousands)
Balance at beginning of period
$
984

 
$
3,465

 
$
221

 
$
2,208

 
$
567

 
$
7,445

Provision for loan losses
123

 
135

 
26

 
21

 
45

 
350

Loans charged-off
(137
)
 
(1
)
 

 

 
(42
)
 
(180
)
Recoveries of loans previously charged-off

 

 

 
1

 
3

 
4

Balance at end of period
$
970

 
$
3,599

 
$
247

 
$
2,230

 
$
573

 
$
7,619

 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended
September 30, 2014
Residential -
1 to 4 Family
 
Multi-family
and Commercial
 
Construction
 
Commercial
Business
 
Consumer
 
Total
 
(In Thousands)
Balance at beginning of period
$
975

 
$
3,395

 
$
169

 
$
1,875

 
$
502

 
$
6,916

Provision for loan losses
281

 
347

 
78

 
364

 
125

 
1,195

Loans charged-off
(317
)
 
(144
)
 

 
(13
)
 
(75
)
 
(549
)
Recoveries of loans previously charged-off
31

 
1

 

 
4

 
21

 
57

Balance at end of period
$
970

 
$
3,599

 
$
247

 
$
2,230

 
$
573

 
$
7,619



17

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

Further information pertaining to the allowance for loan losses at September 30, 2015 and December 31, 2014 is as follows:
September 30, 2015
Residential -
1 to 4 Family
 
Multi-family
and Commercial
 
Construction
 
Commercial
Business
 
Consumer
 
Total
 
(In Thousands)
Allowance for loans individually evaluated and deemed to be impaired
$
310

 
$
40

 
$

 
$

 
$

 
$
350

Allowance for loans individually or collectively evaluated and not deemed to be impaired
747

 
4,278

 
427

 
2,805

 
639

 
8,896

Allowance for loans acquired with deteriorated credit quality

 

 

 

 

 

Total loan loss allowance
$
1,057

 
$
4,318

 
$
427

 
$
2,805

 
$
639

 
$
9,246

 
 
 
 
 
 
 
 
 
 
 
 
Loans individually evaluated and deemed to be impaired
$
5,893

 
$
3,765

 
$

 
$
485

 
$
77

 
$
10,220

Loans individually or collectively evaluated and not deemed to be impaired
424,394

 
332,193

 
17,409

 
304,876

 
57,062

 
1,135,934

Amount of loans acquired with deteriorated credit quality

 
3,724

 

 
754

 

 
4,478

Total loans
$
430,287

 
$
339,682

 
$
17,409

 
$
306,115

 
$
57,139

 
$
1,150,632

 
December 31, 2014
Residential -
1 to 4 Family
 
Multi-family
and Commercial
 
Construction
 
Commercial
Business
 
Consumer
 
Total
 
(In Thousands)
Allowance for loans individually evaluated and deemed to be impaired
$
287

 
$
52

 
$

 
$
20

 
$

 
$
359

Allowance for loans individually or collectively evaluated and not deemed to be impaired
668

 
3,555

 
254

 
2,362

 
599

 
7,438

Allowance for loans acquired with deteriorated credit quality

 

 

 

 

 

Total loan loss allowance
$
955

 
$
3,607

 
$
254

 
$
2,382

 
$
599

 
$
7,797

 
 
 
 
 
 
 
 
 
 
 
 
Loans individually evaluated and deemed to be impaired
$
5,318

 
$
1,872

 
$

 
$
470

 
$

 
$
7,660

Loans individually or collectively evaluated and not deemed to be impaired
424,885

 
292,215

 
13,579

 
251,140

 
56,649

 
1,038,468

Amount of loans acquired with deteriorated credit quality
372

 
4,233

 

 
357

 

 
4,962

Total loans
$
430,575

 
$
298,320

 
$
13,579

 
$
251,967

 
$
56,649

 
$
1,051,090



18

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

Past Due Loans
The following represents an aging of loans at September 30, 2015 and December 31, 2014:
September 30, 2015
30-59
Days
Past Due
 
60-89
Days
Past Due
 
90 Days or More
Past Due
 
Total 30
Days or More
Past Due
 
Current
 
Total
Loans
 
(In Thousands)
Real Estate:
 

 
 

 
 
 
 
 
 
 
 
Residential - 1 to 4 family
$
14

 
$
1,050

 
$
926

 
$
1,990

 
$
428,297

 
$
430,287

Multi-family and commercial
3,310

 
657

 
2,060

 
6,027

 
333,655

 
339,682

Construction

 

 

 

 
17,409

 
17,409

Commercial Business:
 

 
 

 
 

 
 

 
 

 
 

SBA and USDA guaranteed

 

 

 

 
153,811

 
153,811

Time share

 

 

 

 
57,760

 
57,760

Condominium association

 

 

 

 
26,237

 
26,237

Other

 
155

 
815

 
970

 
67,337

 
68,307

Consumer:
 

 
 

 
 

 
 

 
 

 
 

Home equity

 

 
270

 
270

 
52,715

 
52,985

Indirect automobile
26

 
3

 
7

 
36

 
2,203

 
2,239

Other

 
1

 

 
1

 
1,914

 
1,915

Total
$
3,350

 
$
1,866

 
$
4,078

 
$
9,294

 
$
1,141,338

 
$
1,150,632


December 31, 2014
30-59
Days
Past Due
 
60-89
Days
Past Due
 
90 Days or More
Past Due
 
Total 30
Days or More
Past Due
 
Current
 
Total
Loans
 
Past Due 90 Days or More and Accruing
 
(In Thousands)
Real Estate:
 

 
 

 
 
 
 
 
 
 
 
 
 
Residential - 1 to 4 family
$
4,194

 
$
258

 
$
1,602

 
$
6,054

 
$
424,521

 
$
430,575

 
$

Multi-family and commercial
768

 
794

 
775

 
2,337

 
295,983

 
298,320

 

Construction

 

 

 

 
13,579

 
13,579

 

Commercial Business:
 

 
 

 
 

 
 

 
 

 
 

 
 
SBA and USDA guaranteed
1,536

 

 
459

 
1,995

 
116,471

 
118,466

 
459

Time share

 

 

 

 
45,669

 
45,669

 

Condominium association

 

 

 

 
21,386

 
21,386

 

Other
50

 

 
446

 
496

 
65,950

 
66,446

 

Consumer:
 

 
 

 
 

 
 

 
 

 
 

 
 
Home equity
20

 
158

 
23

 
201

 
50,892

 
51,093

 

Indirect automobile
103

 
10

 

 
113

 
3,579

 
3,692

 

Other

 

 

 

 
1,864

 
1,864

 

Total
$
6,671

 
$
1,220

 
$
3,305

 
$
11,196

 
$
1,039,894

 
$
1,051,090

 
$
459


The Company did not have any loans that were past due 90 days or more and still accruing interest at September 30, 2015.


19

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

Impaired and Nonaccrual Loans
The following is a summary of impaired loans and nonaccrual loans at September 30, 2015 and December 31, 2014:
 
Impaired Loans(1)
 
 
September 30, 2015
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Nonaccrual
Loans
 
(In Thousands)
Impaired loans without valuation allowance:
 
 
 
 
 
 
 
Real Estate:
 
 
 
 
 
 
 
Residential - 1 to 4 family
$
3,483

 
$
3,501

 
$

 
$
3,272

Multi-family and commercial
5,331

 
5,664

 

 
2,631

Commercial business - Other
832

 
832

 

 
814

Consumer - Home equity
77

 
77

 

 
324

Total impaired loans without valuation allowance
9,723

 
10,074

 

 
7,041

 
 
 
 
 
 
 
 
Impaired loans with valuation allowance:
 

 
 

 
 

 
 

Real Estate:
 
 
 
 
 
 
 
Residential - 1 to 4 family
2,410

 
2,421

 
310

 
148

Multi-family and commercial
1,204

 
1,314

 
40

 
63

Commercial business - Other

 

 

 

Consumer - Home equity

 

 

 

Total impaired loans with valuation allowance
3,614

 
3,735

 
350

 
211

Total impaired loans
$
13,337

 
$
13,809

 
$
350

 
$
7,252

 
 
 
 
 
 
 
 
 
(1) Includes loans acquired with deteriorated credit quality from the Newport Federal Savings Bank ("Newport") merger and performing troubled debt restructurings. Some loans acquired with deteriorated credit quality have not been included as a result of sustained performance.
 
Impaired Loans(1)
 
 
December 31, 2014
Recorded
Investment
 
Unpaid
Principal
Balance
 
Related
Allowance
 
Nonaccrual
Loans
 
(In Thousands)
Impaired loans without valuation allowance:
 
 
 
 
 
 
 
Real Estate:
 
 
 
 
 
 
 
Residential - 1 to 4 family
$
3,414

 
$
3,485

 
$

 
$
2,923

Multi-family and commercial
4,815

 
5,102

 

 
775

Commercial business - Other
645

 
645

 

 
264

Consumer - Home equity

 

 

 
23

Total impaired loans without valuation allowance
8,874

 
9,232

 

 
3,985

 
 
 
 
 
 
 
 
 
Impaired loans with valuation allowance:
 

 
 

 
 

 
 

Real Estate:
 
 
 
 
 
 
 
Residential - 1 to 4 family
2,276

 
2,304

 
287

 
244

Multi-family and commercial
1,290

 
1,290

 
52

 
132

Commercial business - Other
182

 
182

 
20

 
182

Total impaired loans with valuation allowance
3,748

 
3,776

 
359

 
558

Total impaired loans
$
12,622

 
$
13,008

 
$
359

 
$
4,543

 
 
 
 
 
 
 
 
 
(1) Includes loans acquired with deteriorated credit quality from the Newport merger and performing troubled debt restructurings.

20

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

The Company reviews and establishes, if necessary, an allowance for certain impaired loans for the amount by which the present value of expected cash flows (or observable market price of loan or fair value of the collateral if the loan is collateral dependent) are lower than the carrying value of the loan. At September 30, 2015 and December 31, 2014, the Company concluded that certain impaired loans required no valuation allowance as a result of management’s measurement of impairment. No additional funds are committed to be advanced to those borrowers whose loans are deemed impaired.

Additional information related to impaired loans is as follows:
 
Three Months Ended
September 30, 2015
 
Nine Months Ended
September 30, 2015
 
Average Recorded
Investment
 
Interest Income
Recognized
 
 Interest
Income Recognized
on Cash Basis
 
Average Recorded
Investment
 
Interest Income
Recognized
 
 Interest
Income Recognized
on Cash Basis
 
(In Thousands)
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
Residential - 1 to 4 family
$
5,874

 
$
32

 
$
6

 
$
5,726

 
$
84

 
$
7

Multi-family and commercial
6,222

 
72

 
3

 
6,071

 
219

 
3

Commercial business - Other
1,182

 
7

 
6

 
1,070

 
15

 
6

Consumer - Home equity
81

 

 

 
52

 

 

Total
$
13,359

 
$
111

 
$
15

 
$
12,919

 
$
318

 
$
16


 
Three Months Ended
September 30, 2014
 
Nine Months Ended
September 30, 2014
 
Average Recorded
Investment
 
Interest Income
Recognized
 
 Interest
Income Recognized
on Cash Basis
 
Average Recorded
Investment
 
Interest Income
Recognized
 
 Interest
Income Recognized
on Cash Basis
 
(In Thousands)
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
Residential - 1 to 4 family
$
5,829

 
$
27

 
$
4

 
$
5,987

 
$
117

 
$
47

Multi-family and commercial
6,262

 
70

 

 
6,989

 
312

 
72

Commercial business - Other
1,145

 
6

 

 
1,123

 
34

 
15

Consumer - Home equity
22

 
2

 
2

 
40

 
3

 
3

Consumer - Other
20

 

 

 
10

 

 

Total
$
13,278

 
$
105

 
$
6

 
$
14,149

 
$
466

 
$
137


Credit Quality Information
The Company utilizes an eight-grade internal loan rating system for all loans in the portfolio, with the exception of its purchased SBA and USDA commercial business loans that are fully guaranteed by the U.S. government, as follows:
o
Pass (Ratings 1-4): Loans in these categories are considered low to average risk.
o
Special Mention (Rating 5): Loans in this category are starting to show signs of potential weakness and are being closely monitored by management.

21

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

o
Substandard (Rating 6): Generally, a loan is considered substandard if it is inadequately protected by the current net worth and paying capacity of the obligors and/or the collateral pledged. There is a distinct possibility that the Company will sustain some loss if the weakness is not corrected.
o
Doubtful (Rating 7): Loans classified as doubtful have all the weaknesses inherent in those classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, highly questionable and improbable.
o
Loss (Rating 8): Loans in this category are considered uncollectible and of such little value that their continuance as assets is not warranted.

Management periodically reviews the ratings described above and the Company’s internal audit function reviews components of the credit files, including the assigned risk ratings, of certain commercial loans as part of its loan review.  

The following tables present the Company’s loans by risk rating at September 30, 2015 and December 31, 2014:
September 30, 2015
Not Rated
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
 
(In Thousands)
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential - 1 to 4 family
$

 
$
422,608

 
$
2,021

 
$
5,658

 
$

 
$

 
$
430,287

Multi-family and commercial

 
312,740

 
12,642

 
14,300

 

 

 
339,682

Construction

 
17,409

 

 

 

 

 
17,409

Total real estate loans

 
752,757

 
14,663

 
19,958

 

 

 
787,378

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
SBA and USDA guaranteed
153,811

 

 

 

 

 

 
153,811

Time share

 
57,760

 

 

 

 

 
57,760

Condominium association

 
26,237

 

 

 

 

 
26,237

Other

 
64,820

 
1,770

 
1,717

 

 

 
68,307

Total commercial business loans
153,811

 
148,817

 
1,770

 
1,717

 

 

 
306,115

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity

 
52,548

 
67

 
370

 

 

 
52,985

Indirect automobile

 
2,239

 

 

 

 

 
2,239

Other

 
1,915

 

 

 

 

 
1,915

Total consumer loans

 
56,702

 
67

 
370

 

 

 
57,139

Total loans
$
153,811

 
$
958,276

 
$
16,500

 
$
22,045

 
$

 
$

 
$
1,150,632



22

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

December 31, 2014
Not Rated
 
Pass
 
Special Mention
 
Substandard
 
Doubtful
 
Loss
 
Total
 
(In Thousands)
Real Estate:
 
 
 
 
 
 
 
 
 
 
 
 
 
Residential - 1 to 4 family
$

 
$
423,134

 
$
1,430

 
$
6,011

 
$

 
$

 
$
430,575

Multi-family and commercial

 
269,680

 
17,058

 
11,582

 

 

 
298,320

Construction

 
13,579

 

 

 

 

 
13,579

Total real estate loans

 
706,393

 
18,488

 
17,593

 

 

 
742,474

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Commercial Business:
 
 
 
 
 
 
 
 
 
 
 
 
 
SBA and USDA guaranteed
118,466

 

 

 

 

 

 
118,466

Time share

 
45,669

 

 

 

 

 
45,669

Condominium association

 
21,386

 

 

 

 

 
21,386

Other

 
61,835

 
2,709

 
1,902

 

 

 
66,446

Total commercial business loans
118,466

 
128,890

 
2,709

 
1,902

 

 

 
251,967

 
 
 
 
 
 
 
 
 
 
 
 
 
 
Consumer:
 
 
 
 
 
 
 
 
 
 
 
 
 
Home equity

 
50,965

 
57

 
71

 

 

 
51,093

Indirect automobile

 
3,692

 

 

 

 

 
3,692

Other

 
1,864

 

 

 

 

 
1,864

Total consumer loans

 
56,521

 
57

 
71

 

 

 
56,649

Total loans
$
118,466

 
$
891,804

 
$
21,254

 
$
19,566

 
$

 
$

 
$
1,051,090


The following table provides information on loans modified as TDRs during the three and nine months ended September 30, 2015 and 2014. During the modification process, there were no loan charge-offs or principal reductions for the loans included in the table below.
 
Three Months Ended September 30,
 
2015
 
2014
 
 
 
 
 
Allowance for Loan Losses (End of Period)
 
 
 
 
 
Allowance for Loan Losses (End of Period)
 
 
 
 
 
 
 
 
 
 
 
Number of Loans
 
Recorded Investment
 
 
Number of Loans
 
Recorded Investment
 
 
(Dollars in Thousands)
Residential - 1 to 4 family
3
 
$
502

 
$
33

 
 
$

 
$

Multi-family and commercial
4
 
1,035

 

 
 

 
50

Commercial business - other
2
 
118

 

 
 

 

Total
9
 
$
1,655

 
$
33

 
 
$

 
$
50

 
 
 
 
 
 
 
 
 
 
 
 
 
Nine Months Ended September 30,
 
2015
 
2014
 
 
 
 
 
Allowance for Loan Losses (End of Period)
 
 
 
 
 
Allowance for Loan Losses (End of Period)
 
 
 
 
 
 
 
 
 
 
 
Number of Loans
 
Recorded Investment
 
 
Number of Loans
 
Recorded Investment
 
 
(Dollars in Thousands)
Residential - 1 to 4 family
3
 
$
502

 
$
33

 
1
 
$
100

 
$

Multi-family and commercial
4
 
1,035

 

 
2
 
1,416

 
50

Commercial business - other
2
 
118

 

 
2
 
314

 

Total
9
 
$
1,655

 
$
33

 
5
 
$
1,830

 
$
50


23

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 


The following table provides the recorded investment, by type of modification, during the three and nine months ended September 30, 2015 and 2014 for modified loans identified as TDRs.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
 
2015
 
2014
 
2015
 
2014
 
 
(In Thousands)
Interest rate adjustments
$
559

 
$

 
$
559

 
$
379

Principal deferrals
115

 

 
115

 

Combination of rate and payment (1)
146

 

 
146

 
288

Combination of rate and maturity (2)

 

 

 
1,163

Maturity only
835

 

 
835

 

Total
$
1,655

 
$

 
$
1,655

 
$
1,830

 
 
 
 
 
 
 
 
 
(1) Terms include combination of interest rate adjustments and interest-only payment with deferral of principal.
(2) Terms include combination of interest rate adjustments and extensions of maturity.

There were no TDRs in payment default (defined as 90 days or more past due) within twelve months of restructure for the three and nine months ended September 30, 2015 and 2014.

As of September 30, 2015, the Company held $605,000 in consumer mortgage loans collateralized by residential real estate property that are in the process of foreclosure according to local requirements of the applicable jurisdiction.

Loans Acquired with Deteriorated Credit Quality
The following is a summary of loans acquired with evidence of credit deterioration from Newport as of September 30, 2015 and December 31, 2014.
 
Contractual Required Payments Receivable
 
Cash Expected To Be Collected
 
Non-Accretable Discount
 
Accretable Yield
 
Loans Receivable
 
(In Thousands)
Balance at December 31, 2014
$
5,799

 
$
4,962

 
$
837

 
$

 
$
4,962

Additions

 
143

 
(143
)
 
143

 

Collections
(114
)
 
(107
)
 
(6
)
 
(17
)
 
(90
)
Dispositions
(579
)
 
(520
)
 
(59
)
 

 
(520
)
Balance at September 30, 2015
$
5,106

 
$
4,478

 
$
629

 
$
126

 
$
4,352



24

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

NOTE 5.  PREMISES AND EQUIPMENT
 
Premises and equipment at September 30, 2015 and December 31, 2014 are summarized as follows:
 
September 30, 2015
 
December 31, 2014
 
(In Thousands)
Land
$
4,746

 
$
4,746

Buildings
13,558

 
11,879

Leasehold improvements
11,037

 
10,802

Furniture and equipment
12,846

 
12,741

Construction in process
18

 
1,233

 
42,205

 
41,401

Accumulated depreciation and amortization
(20,536
)
 
(19,690
)
Premises and equipment, net
$
21,669

 
$
21,711


At September 30, 2015, construction in process related to the project to redesign traffic flow at an existing branch.
At December 31, 2014, construction in process related to design and site costs associated with a new branch location.

NOTE 6.  OTHER COMPREHENSIVE INCOME

Accounting principles generally require recognized revenue, expenses, gains and losses be included in net income. Although certain changes in assets and liabilities are reported as a separate component of shareholders’ equity on the balance sheet, such items, along with net income, are components of comprehensive income.

Components of other comprehensive income and related tax effects are as follows:
 
Nine Months Ended September 30, 2015
 
Before Tax
Amount
 
Tax
Effects
 
Net of Tax
Amount
Securities:
(In Thousands)
Unrealized holding gains on available for sale securities
$
960

 
$
(327
)
 
$
633

Reclassification adjustment for gains recognized in net income
(146
)
 
50

 
(96
)
Unrealized holding gains on available for sale securities, net of taxes
814

 
(277
)
 
537

Derivative instrument:
 

 
 

 
 

Change in fair value of effective cash flow hedging derivative
123

 
(42
)
 
81

Other comprehensive income
$
937

 
$
(319
)
 
$
618


The components of accumulated other comprehensive income included in shareholders’ equity are as follows:
 
 
September 30, 2015
 
Before Tax
Amount
 
Tax
Effects
 
Net of Tax
Amount
 
(In Thousands)
Net unrealized gains on available for sale securities
$
1,115

 
$
(379
)
 
$
736

Net unrealized loss on effective cash flow hedging derivative
(34
)
 
11

 
(23
)
Accumulated other comprehensive income
$
1,081

 
$
(368
)
 
$
713


25

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 


 
December 31, 2014
 
Before Tax
Amount
 
Tax
Effects
 
Net of Tax
Amount
 
(In Thousands)
Net unrealized gains on available for sale securities
$
301

 
$
(102
)
 
$
199

Net unrealized loss on effective cash flow hedging derivative
(157
)
 
53

 
(104
)
Accumulated other comprehensive income
$
144

 
$
(49
)
 
$
95


NOTE 7.  REGULATORY CAPITAL

The Company and the Bank are subject to regulatory capital adequacy requirements promulgated by federal bank regulatory agencies. Failure by the Company or the Bank to meet minimum capital requirements could result in certain mandatory and discretionary actions by regulators that could have a material adverse effect on our consolidated financial statements. The following tables present regulatory capital information for the Company and the Bank. Information presented for September 30, 2015 reflects the Basel III capital requirements that became effective January 1, 2015 for both the Company and the Bank and changed the inputs and methodology for computing capital. Prior to January 1, 2015, the Bank was subject to capital requirements under Basel I and there were no capital requirements for the Company. Under these capital requirements, the Company and the Bank must meet specific capital guidelines that involve quantitative measures of the Company’s and the Bank’s assets, liabilities and certain off-balance sheet items as calculated under regulatory accounting practices. The Company’s and the Bank’s capital amounts and classifications are also subject to qualitative judgments by regulators about components, risk weightings and other factors.

 
Actual
 
Minimum Capital Requirement
 
Minimum To Be Well
Capitalized
September 30, 2015
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
 
(Dollars in Thousands)
Tier 1 Capital to Average Assets:
 
 
 
 
 
 
 
 
 
 
 
Company
$
139,565

 
9.68
%
 
$
57,699

 
4.00
%
 
$
72,123

 
5.00
%
Bank
133,681

 
9.42

 
56,760

 
4.00

 
70,950

 
5.00

Tier 1 Capital to Risk Weighted Assets:
 
 
 
 
 
 
 
 
 
 
 
Company
139,565

 
15.40

 
54,391

 
6.00

 
72,522

 
8.00

Bank
133,681

 
14.78

 
54,286

 
6.00

 
72,381

 
8.00

Total Capital to Risk Weighted Assets:
 
 
 
 
 
 
 
 
 
 
 
Company
149,427

 
16.48

 
72,522

 
8.00

 
90,653

 
10.00

Bank
143,543

 
15.87

 
72,381

 
8.00

 
90,476

 
10.00

Common Equity Tier 1 Capital:
 
 
 
 
 
 
 
 
 
 
 
Company
139,565

 
15.40

 
40,794

 
4.50

 
58,924

 
6.50

Bank
133,681

 
14.78

 
40,714

 
4.50

 
58,809

 
6.50



26

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

 
Actual
 
For Capital
Adequacy
Purposes
 
To Be Well
Capitalized Under
Prompt Corrective
Action Provisions
December 31, 2014
Amount
 
Ratio
 
Amount
 
Ratio
 
Amount
 
Ratio
Bank:
(Dollars in Thousands)
Tier 1 Capital to Average Assets
$
123,862

 
9.37
%
 
$
52,876

 
4.00
%
 
$
66,095

 
5.00
%
Tier 1 Capital to Risk Weighted Assets
123,862

 
14.86

 
33,341

 
4.00

 
50,012

 
6.00

Total Capital to Risk Weighted Assets
132,306

 
15.87

 
66,695

 
8.00

 
83,369

 
10.00

Tangible Equity Ratio
123,862

 
9.37

 
19,828

 
1.50

 
N/A

 
N/A


Quantitative measures established by regulation require the Company and the Bank to maintain certain minimum capital amounts and ratios. Federal bank regulators require the Company and the Bank to maintain minimum ratios of core capital to adjusted average assets of 4.0%, common equity tier 1 capital to risk-weighted assets of 4.5%, tier 1 capital to risk-weighted assets of 6.0% and total risk-based capital to risk-weighted assets of 8.0%. At September 30, 2015, the Company and the Bank met all the capital adequacy requirements to which they were subject and were “well capitalized” under the regulatory requirements. To be “well capitalized,” the Company and the Bank must maintain minimum leverage, common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratios of at least 5.0%, 6.5%, 8.0% and 10.0%, respectively. Management believes no conditions or events have occurred since September 30, 2015 that would materially adversely change the Company’s and the Bank’s capital classifications.

Beginning January 1, 2016, Basel III implements a requirement for all banking organizations to maintain a capital conservation buffer above the minimum risk-based capital requirements in order to avoid certain limitations on capital distributions, stock repurchases and discretionary bonus payments to executive officers. The capital conservation buffer will be exclusively composed of common equity tier 1 capital, and it applies to each of the three risk-based capital ratios, but not the leverage ratio. On January 1, 2016, the Company and the Bank will be expected to comply with the capital conservation buffer requirement, which will increase the three risk-based capital ratios by 0.625% each year through 2019, at which point, the minimum common equity tier 1 risk-based, tier 1 risk-based and total risk-based capital ratios will be 7.0%, 8.5% and 10.5%, respectively.

NOTE 8.  FAIR VALUE OF ASSETS AND LIABILITIES

Fair Value Hierarchy
The Company groups its assets and liabilities in three levels based on the markets in which the assets and liabilities are traded and the reliability of the assumptions used to determine fair value. Transfers between levels are recognized at the end of a reporting period, if applicable.

Level 1:
Valuation is based on quoted prices in active markets for identical assets or liabilities. Level 1 assets and liabilities generally include debt and equity securities that are traded in an active exchange market. Valuations are obtained from readily available pricing sources for market transactions involving identical assets or liabilities.


27

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SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

Level 2: 
Valuation is based on observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities; quoted prices in markets that are not active; or other inputs that are observable or can be corroborated by observable market data for substantially the full term of the assets or liabilities.

Level 3:
Valuation is based on unobservable inputs that are supported by little or no market activity and that are significant to the fair value of the assets or liabilities. Level 3 assets and liabilities include financial instruments whose value is determined using unobservable inputs to pricing models, discounted cash flow methodologies, or similar techniques, as well as instruments for which the determination of fair value requires significant management judgment or estimation.    

Determination of Fair Value
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. The fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. However, in many instances, there are no quoted market prices for the Company’s various financial instruments. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.

The following methods and assumptions were used by the Company in estimating fair value disclosures of its financial instruments:
 
Cash and cash equivalents. The carrying amounts of cash and cash equivalents approximate the fair values based on the short-term nature of the assets.

Securities available for sale. Included in the available for sale category are debt securities. The securities measured at fair value in Level 1 are based on quoted market prices in an active exchange market. Securities measured at fair value in Level 2 are based on pricing models that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, credit spreads and new issue data. The Company utilizes a nationally-recognized, third-party pricing service to estimate fair value measurements for the majority of its portfolio. The pricing service evaluates each asset class based on relevant market information considering observable data, but these prices do not represent binding quotes. The fair value prices on all investments are reviewed for reasonableness by management. Securities measured at fair value in Level 3 include one collateralized debt obligation that is backed by trust preferred securities issued by banks and insurance companies. Management determined that an orderly and active market for these securities and similar securities did not exist based on a significant reduction in trading volume and widening spreads relative to historical levels. The Company employs a valuation specialist to estimate future cash flows discounted using a rate management believes is representative of current market conditions. Factors in determining the discount rate include the current level of deferrals and/or defaults, changes in credit rating and the financial condition of the debtors within the underlying securities, broker quotes for securities with similar structure and credit risk, interest rate movements and pricing for new issuances.

Federal Home Loan Bank stock. The carrying value of Federal Home Loan Bank (“FHLB”) stock approximates fair value based on the redemption provisions of the FHLB.

Federal Reserve Bank stock. The carrying value of Federal Reserve Bank ("FRB") stock approximates fair value based on the redemption provisions of the FRB.

28

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 


Loans held for sale. The fair value of loans held for sale is estimated using quoted market prices.

Loans receivable. For variable rate loans that reprice frequently and have no significant change in credit risk, fair values are based on carrying values. The fair value of fixed-rate loans are estimated by discounting the future cash flows using the rates at the end of the period in which similar loans would be made to borrowers with similar credit ratings and for the same remaining maturities. Fair values for nonperforming loans are estimated using discounted cash flow analyses or underlying collateral values, where applicable.

Accrued interest receivable. The carrying amount of accrued interest approximates fair value.

Deposits. The fair value of demand deposits, negotiable orders of withdrawal, regular savings, certain money market deposits and mortgagors’ and investors’ escrow accounts is the amount payable on demand at the reporting date. The fair value of certificates of deposit and other time deposits is estimated using a discounted cash flow calculation that applies interest rates currently being offered for deposits of similar remaining maturities to a schedule of aggregated expected maturities on such deposits.

Federal Home Loan Bank advances. The fair value of the advances is estimated using a discounted cash flow calculation that applies current FHLB interest rates for advances of similar maturity to a schedule of maturities of such advances.

Junior subordinated debt owed to unconsolidated trust. Rates currently available for debt with similar terms and remaining maturities are used to estimate fair value of existing debt.

Interest rate swap agreements. The fair values of the Company’s interest rate swaps are obtained from a third-party pricing service and are determined using a discounted cash flow analysis on the expected cash flows of the derivative. The pricing analysis is based on observable inputs for the contractual term of the derivative, including the period to maturity, credit component, and interest rate curves.

Forward loan sale commitments and derivative loan commitments. Forward loan sale commitments and derivative loan commitments are based on the fair values of the underlying mortgage loans, including the servicing rights for derivative loan commitments, and the probability of such commitments being exercised. Significant management judgment and estimation is required in determining these fair value measurements.

Off-balance sheet instruments. Fair values for off-balance sheet lending commitments are based on fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the counterparties' credit standings.


29

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

Assets and Liabilities Measured at Fair Value on a Recurring Basis
The following tables present assets and liabilities measured at fair value on a recurring basis as of September 30, 2015 and December 31, 2014.  The Company had no significant transfers into or out of Levels 1, 2 or 3 during the three and nine months ended September 30, 2015.

 
September 30, 2015
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In Thousands)
Assets:
 
 
 
 
 
 
 
U.S. Government and agency obligations
$
25,271

 
$
43,297

 
$

 
$
68,568

Government-sponsored enterprises

 
30,664

 

 
30,664

Mortgage-backed securities

 
70,036

 

 
70,036

Corporate debt securities

 
1,000

 

 
1,000

Collateralized debt obligation

 

 
1,130

 
1,130

Obligations of state and political subdivisions

 
1,537

 

 
1,537

Tax-exempt securities

 
3,242

 

 
3,242

Forward loan sale commitments and derivative loan commitments

 

 
37

 
37

Total assets
$
25,271

 
$
149,776

 
$
1,167

 
$
176,214

 
 
 
 
 
 
 
 
Liabilities:
 

 
 

 
 

 
 

Interest rate swap agreements
$

 
$
170

 
$

 
$
170

Total liabilities
$

 
$
170

 
$

 
$
170

 
 
December 31, 2014
 
Level 1
 
Level 2
 
Level 3
 
Total
 
(In Thousands)
Assets:
 
 
 
 
 
 
 
U.S. Government and agency obligations
$
21,001

 
$
45,390

 
$

 
$
66,391

Government-sponsored enterprises

 
27,488

 

 
27,488

Mortgage-backed securities

 
67,103

 

 
67,103

Corporate debt securities

 
1,000

 

 
1,000

Collateralized debt obligation

 

 
1,181

 
1,181

Obligations of state and political subdivisions

 
3,200

 

 
3,200

Tax-exempt securities

 
6,677

 

 
6,677

Forward loan sale commitments and derivative loan commitments

 

 
59

 
59

Total assets
$
21,001

 
$
150,858

 
$
1,240

 
$
173,099

 
 
 
 
 
 
 
 
Liabilities:
 

 
 

 
 

 
 

Interest rate swap agreements
$

 
$
271

 
$

 
$
271

Total liabilities
$

 
$
271

 
$

 
$
271

 

30

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

The following table shows a reconciliation of the beginning and ending balances for Level 3 assets:
 
 
Collateralized
Debt
Obligations
 
Derivative Loan and Forward Loan Sale Commitments, Net
 
(In Thousands)
Balance at December 31, 2014
$
1,181

 
$
59

Total realized losses included in net income

 
(22
)
Total unrealized losses included in other comprehensive income
(51
)
 

Balance at September 30, 2015
$
1,130

 
$
37


Assets and Liabilities Measured at Fair Value on a Nonrecurring Basis
The Company may also be required, from time to time, to measure certain other financial assets on a nonrecurring basis in accordance with generally accepted accounting principles. These adjustments to fair value usually result from the application of lower-of-cost-or-market accounting or write-downs of individual assets. The following table summarizes the fair value hierarchy used to determine each adjustment and the carrying value of the related individual assets at September 30, 2015 and December 31, 2014. There were no liabilities measured at fair value on a nonrecurring basis at September 30, 2015 and December 31, 2014.
 
 
At September 30, 2015
 
At December 31, 2014
 
Level 1
 
Level 2
 
Level 3
 
Level 1
 
Level 2
 
Level 3
 
(In Thousands)
Impaired loans
$

 
$

 
$
61

 
$

 
$

 
$
356

Other real estate owned

 

 
1,341

 

 

 
1,271

Total assets
$

 
$

 
$
1,402

 
$

 
$

 
$
1,627


The following table summarizes losses (gains) resulting from fair value adjustments for assets measured at fair value on a nonrecurring basis.
 
 
Three Months Ended September 30,
 
Nine Months Ended September 30,
 
2015
 
2014
 
2015
 
2014
 
(In Thousands)
Impaired loans
$
(20
)
 
$
22

 
$
2

 
$
126

Other real estate owned
65

 
10

 
212

 
25

Total losses
$
45

 
$
32

 
$
214

 
$
151


The Company measures the impairment of loans that are collateral dependent based on the fair value of the collateral (Level 3). The fair value of collateral used by the Company represents the amount expected to be received from the sale of the property, net of selling costs, as determined by an independent, licensed or certified appraiser using observable market data. This data includes information such as selling price of similar properties, expected future cash flows or earnings of the subject property based on current market expectations, and relevant legal, physical and economic factors. The appraised values of collateral are adjusted as necessary by management based on observable inputs for specific properties. Losses applicable to write-downs of impaired loans are based on the appraised market value of the underlying collateral, assuming foreclosure of these loans is imminent.

The amount of other real estate owned represents the carrying value of the collateral based on the appraised value of the underlying collateral less estimated selling costs. The loss on foreclosed assets represents adjustments in the valuation recorded during the time period indicated and not for losses incurred on sales.


31

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

Summary of Fair Values of Financial Instruments
The estimated fair values and related carrying or notional amounts of the Company’s financial instruments are presented in the following table. Certain financial instruments and all nonfinancial instruments are exempt from disclosure requirements. Accordingly, the aggregate fair value amounts presented do not represent the underlying value of the Company.

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 presented herein are not necessarily indicative of the amounts the Company could have realized in a sales transaction at September 30, 2015 and December 31, 2014. The estimated fair value amounts at September 30, 2015 and December 31, 2014 have been measured as of each respective date, and have not been re-evaluated or updated for purposes of the consolidated financial statements subsequent to those respective dates. As such, the estimated fair values of these financial instruments subsequent to the respective reporting dates may be different than the amounts reported at each period-end. The information presented should not be interpreted as an estimate of the fair value of the entire Company since a fair value calculation is only required for a limited portion of the Company's assets. Due to the wide range of valuation techniques and the degree of subjectivity used in making the estimate, comparisons between the Company's disclosures and those of other banks may not be meaningful.

As of September 30, 2015 and December 31, 2014, the recorded carrying amounts and estimated fair values of the Company's financial instruments are as follows:
 
September 30, 2015
 
Carrying
Amount
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial Assets:
(In Thousands)
Cash and cash equivalents
$
36,562

 
$
36,562

 
$

 
$

 
$
36,562

Available for sale securities
176,177

 
25,271

 
149,776

 
1,130

 
176,177

Loans held for sale
165

 

 

 
165

 
165

Loans receivable, net
1,142,998

 

 

 
1,156,501

 
1,156,501

Federal Home Loan Bank stock
12,421

 

 

 
12,421

 
12,421

Federal Reserve Bank stock
3,621

 

 

 
3,621

 
3,621

Accrued interest receivable
4,230

 

 

 
4,230

 
4,230

Financial Liabilities:
 

 
 

 
 

 
 

 
 
Deposits
1,043,130

 

 

 
1,047,509

 
1,047,509

Mortgagors' and investors' escrow accounts
1,946

 

 

 
1,946

 
1,946

Federal Home Loan Bank advances
224,459

 

 
225,337

 

 
225,337

Junior subordinated debt owed to unconsolidated trust
8,248

 

 
5,329

 

 
5,329

On-balance Sheet Derivative Financial Instruments:
 
 
 
 
 
 
 
 
 
Assets:
 
 
 
 
 
 
 
 
 
Derivative loan commitments
37

 

 

 
37

 
37

Liabilities:
 
 
 
 
 
 
 
 
 
Interest rate swap agreements
170

 

 
170

 

 
170



32

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

 
 
December 31, 2014
 
Carrying
Amount
 
Level 1
 
Level 2
 
Level 3
 
Total
Financial Assets:
(In Thousands)
  Cash and cash equivalents
$
39,251

 
$
39,251

 
$

 
$

 
$
39,251

  Available for sale securities
173,040

 
21,001

 
150,858

 
1,181

 
173,040

  Loans held for sale
747

 

 

 
747

 
747

  Loans receivable, net
1,044,864

 

 

 
1,063,121

 
1,063,121

  Federal Home Loan Bank stock
10,333

 

 

 
10,333

 
10,333

  Accrued interest receivable
3,853

 

 

 
3,853

 
3,853

Financial Liabilities:
 
 
 
 
 
 
 
 
 
  Deposits
1,010,713

 

 

 
1,013,614

 
1,013,614

  Mortgagors' and investors' escrow accounts
3,600

 

 

 
3,600

 
3,600

  Federal Home Loan Bank advances
148,277

 

 
149,380

 

 
149,380

  Junior subordinated debt owed to unconsolidated trust
8,248

 

 
5,815

 

 
5,815

On-balance Sheet Derivative Financial Instruments:
 
 
 
 
 
 
 
 
 
  Assets:
 
 
 
 
 
 
 
 
 
  Derivative loan commitments
59

 

 

 
59

 
59

  Liabilities:
 
 
 
 
 
 
 
 
 
  Interest rate swap agreements
271

 

 
271

 

 
271


NOTE 9.  DERIVATIVE INSTRUMENTS AND HEDGING ACTIVITIES

Derivative Financial Instruments
The Company has stand-alone derivative financial instruments in the form of interest rate swap agreements which derive their value from underlying interest rates. These transactions involve both credit and market risk. The notional amounts are amounts on which calculations, payments and the value of the derivatives are based. Notional amounts do not represent direct credit exposures. Direct credit exposure is limited to the net difference between the calculated amounts to be received and paid, if any. Such difference, which represents the fair value of the derivative instruments, is reflected on the Company’s balance sheets as other assets and other liabilities. The Company is exposed to credit-related losses in the event of nonperformance by the counterparties to these agreements. The Company controls the credit risk of its financial contracts through credit approvals, limits and monitoring procedures and does not expect any counterparties to fail their obligations.

Derivative instruments are generally either negotiated over-the-counter contracts or standardized contracts executed on a recognized exchange. Negotiated over-the-counter derivative contracts are generally entered into between two counterparties that negotiate specific agreement terms, including the underlying instrument, amount, exercise prices and maturity.

Derivative Instruments Designated As Hedging Instruments
The Company uses long-term variable rate debt as a source of funds for use in the Company’s lending and investment activities and other general business purposes. These debt obligations expose the Company to variability in interest payments due to changes in interest rates. If interest rates increase, interest expense increases. Conversely, if interest rates decrease, interest expense decreases. Management believes it is prudent to limit the variability of a portion of its interest payments and, therefore, generally hedges a portion of its variable-rate interest payments. To meet this objective, management entered into an interest rate swap agreement, characterized as a cash flow hedge, whereby the Company receives variable interest rate payments determined by three-month LIBOR in exchange for making payments at a fixed interest rate.


33

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

At September 30, 2015 and December 31, 2014, information pertaining to the outstanding interest rate swap agreement used to hedge variable rate debt is as follows:
 
 
 
September 30, 2015
 
December 31, 2014
 
 
 
(Dollars in Thousands)
 
Notional amount
$
8,000

 
$
8,000

 
Weighted average fixed pay rate
2.44
%
 
2.44
%
 
Weighted average variable receive rate
0.34
%
 
0.24
%
 
Weighted average maturity in years
0.2

 
1.0

 
Unrealized loss relating to interest rate swap
$
34

 
$
157


At September 30, 2015 and December 31, 2014, the unrealized loss related to the above mentioned interest rate swap was recorded as a derivative liability. Changes in the fair value of an interest rate swap designated as a hedging instrument of the variability of cash flows associated with long-term debt are reported in other comprehensive income. These amounts are subsequently reclassified into interest expense as a yield adjustment in the same period in which the related interest on the long-term debt affects earnings.

Risk management results for the periods ended September 30, 2015 and December 31, 2014 related to the balance sheet hedging of long-term debt indicate the hedge was 100% effective and there was no component of the derivative instrument’s loss which was excluded from the assessment of hedge effectiveness.

The Company’s derivative contract contains a provision establishing a collateral requirement (subject to minimum collateral posting thresholds) based on the Company’s external credit rating. If the Company’s junior subordinated debt rating was to fall below the level generally recognized as investment grade, the counterparty to such derivative contract could require additional collateral on the derivative transaction in a net liability position (after considering the effect of bilateral netting arrangements and posted collateral). The Company had posted collateral of $50,000 and $400,000 in the normal course of business for a derivative instrument, with a credit-related contingent feature, that was in a net liability position at September 30, 2015 and December 31, 2014, respectively.

Derivative Instruments Not Designated As Hedging Instruments
Certain derivative instruments do not meet the requirements to be accounted for as hedging instruments. These undesignated derivative instruments are recognized on the consolidated balance sheets at fair value, with changes in fair value recorded in noninterest income.

Interest Rate Swap Agreement - In 2012, management entered into an interest rate swap agreement that does not meet the strict hedge accounting requirements of FASB's "Derivatives and Hedging" standard to manage the Company's exposure to interest rate movements and other identified risks. At September 30, 2015 and December 31, 2014, information pertaining to the Company's interest rate swap agreement not designated as a hedge is as follows:
 
September 30, 2015
 
December 31, 2014
 
(Dollars in Thousands)
Notional amount
$
15,000

 
$
15,000

Weighted average fixed pay rate
1.26
%
 
1.26
%
Weighted average variable receive rate
0.29
%
 
0.25
%
Weighted average maturity in years
1.3

 
2.0

Unrealized loss relating to interest rate swap
$
136

 
$
114


34

Table of Contents
SI FINANCIAL GROUP, INC.
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
SEPTEMBER 30, 2015 AND 2014 AND DECEMBER 31, 2014

 
 
 
 
 
 

The Company reported a loss in fair value on the interest rate swap not designated as a hedge in noninterest income of $7,000 and $22,000 for the three and nine months ended September 30, 2015, respectively, and a gain in fair value of $78,000 and $69,000 for the three and nine months ended September 30, 2014, respectively.

Derivative Loan Commitments - Mortgage loan commitments are referred to as derivative loan commitments if the loan that will result from exercise of the commitment will be held for sale upon funding. The Company enters into commitments to fund residential mortgage loans at specified times in the future, with the intention that these loans will subsequently be sold in the secondary market. A mortgage loan commitment binds the Company to lend funds to a potential borrower at a specified interest rate and within a specified period of time, generally up to 60 days after inception of the rate lock.

Outstanding derivative loan commitments expose the Company to the risk that the price of the loans arising from exercise of the loan commitment might decline from inception of the rate lock to funding of the loan due to increases in mortgage interest rates. If interest rates increase, the values of these loan commitments decrease. Conversely, if interest rates decrease, the value of these loan commitments increase. The notional amount of undesignated mortgage loan commitments was $5.0 million at September 30, 2015. At September 30, 2015, the fair value of such commitments was a net asset of $37,000.

Forward Loan Sale Commitments - To protect against the price risk inherent in derivative loan commitments, the Company utilizes “mandatory delivery” forward loan sale commitments to mitigate the risk of potential decreases in the value of loans that would result from the exercise of the derivative loan commitments.

With a “mandatory delivery” contract, the Company commits to deliver a certain principal amount of mortgage loans to an investor at a specified price on or before a specified date. If the Company fails to deliver the amount of mortgages necessary to fulfill the commitment by the specified date, it is obligated to pay a “pair-off” fee, based on then-current market prices, to the investor to compensate the investor for the shortfall.

The Company expects that these forward loan sale commitments will experience changes in fair value opposite to the change in fair value of derivative loan commitments. The notional amount of undesignated forward loan sale commitments was $2.7 million at September 30, 2015. At September 30, 2015, the fair value of such commitments was a net asset of $0.

Interest Rate Risk Management - Derivative Instruments
The following table presents the fair values of derivative instruments as well as their classification on the consolidated balance sheets at September 30, 2015 and December 31, 2014.
 
 
 
September 30, 2015
 
December 31, 2014
 
Balance Sheet Location
 
Notional Amount
 
Estimated Fair Value
 
Notional Amount
 
Estimated Fair Value
 
 
 
(In Thousands)
Derivative designated as hedging instrument:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap
Other Liabilities
 
$
8,000

 
$
(34
)
 
$
8,000

 
$
(157
)
 
 
 
 
 
 
 
 
 
 
Derivatives not designated as hedging instruments:
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Interest rate swap
Other Liabilities
 
15,000

 
(136
)
 
15,000

 
(114
)
Derivative loan commitments
Other Assets
 
4,983

 
37

 
6,436

 
59

Forward loan sale commitments
Other Assets
 
2,662

 

 
2,754

 


35



Item 2.  Management’s Discussion and Analysis of Financial Condition and Results of Operations.

Management’s discussion and analysis of financial condition and results of operations is intended to assist in understanding changes in the Company’s financial condition as of September 30, 2015 and December 31, 2014 and the results of operations for the three and nine months ended September 30, 2015 and 2014. The information contained in this section should be read in conjunction with the consolidated financial statements and notes thereto appearing in Part I, Item 1 of this document as well as with management’s discussion and analysis of financial condition and results of operations and consolidated financial statements included in the Company’s 2014 Annual Report on Form 10-K.

This report may contain certain “forward-looking statements” within the meaning of the federal securities laws, which are made in good faith pursuant to the “safe harbor” provisions of the Private Securities Litigation Reform Act of 1995. Forward-looking statements are generally preceded by terms such as “expects,” “believes,” “anticipates,” “intends,” “estimates,” “projects” and similar expressions. These statements are not historical facts; rather, they are statements based on management’s current expectations regarding our business strategies, intended results and future performance.  

Management’s ability to predict results or the effect of future plans or strategies is inherently uncertain. Factors that could have a material adverse effect on the operations of the Company and its subsidiaries include, but are not limited to, changes in interest rates, national and regional economic conditions, legislative and regulatory changes, monetary and fiscal policies of the United States government, including policies of the United States Treasury and the Federal Reserve Board, the quality and composition of the loan and investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in the Company’s market area, changes in real estate market values in the Company’s market area and changes in relevant accounting principles and guidelines. Additional factors that may affect the Company’s results are discussed in the Company’s Annual Report on Form 10-K and in other reports filed with the Securities and Exchange Commission. These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, the Company does not undertake, and specifically disclaims, any obligation to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.

Critical Accounting Policies

The Company considers accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies. The Company considers the determination of allowance for loan losses, deferred income taxes and the impairment of long-lived assets to be its critical accounting policies. Additional information about the Company’s accounting policies is included in the notes to the Company’s consolidated financial statements contained in Part I, Item 1 of this document and in the Company’s 2014 Annual Report on Form 10-K.

Impact of New Accounting Standards

Refer to Note 1 of the consolidated financial statements in this report for a discussion of recent accounting pronouncements.

Comparison of Financial Condition at September 30, 2015 and December 31, 2014

Assets:
Summary. Assets increased $103.1 million, or 7.6%, to $1.45 billion at September 30, 2015, compared to $1.35 billion at December 31, 2014, principally due to increases of $98.1 million in net loans receivable, $3.6 million in Federal Reserve Bank stock and $3.1 million in available for sale securities, offset by a reduction of $2.7 million in cash and cash equivalents.

36




Loans Receivable, Net. Contributing to the increase of $98.1 million in net loans receivable were increases in multi-family and commercial real estate loans, SBA and USDA guaranteed loans and time share loans. Changes in the loan portfolio consisted of the following:

Residential Real Estate. Residential mortgage loans comprised 37.4% of the total loan portfolio at September 30, 2015 and remained stable at $430.3 million as compared to $430.6 million at December 31, 2014. Residential mortgage loan originations increased $28.8 million, or 66.4%, during the first nine months of 2015 over the comparable period in 2014, as a result of lower interest rates and increased activity in the housing market.

Multi-family and Commercial Real Estate. Multi-family and commercial real estate loans represented 29.5% of total loans at September 30, 2015 and increased $41.4 million, or 13.9%, during the first nine months of 2015. Loan originations for multi-family and commercial real estate loans were $58.1 million, representing an increase of $22.1 million, during the first nine months of 2015 compared to the same period in 2014.

Construction. Construction loans, which include both residential and commercial construction loans, increased $3.8 million to $17.4 million for the first nine months of 2015 as a result of increased commercial construction volume.
  
Commercial Business. Commercial business loans represented 26.6% of total loans at September 30, 2015. Commercial business loans increased $54.1 million, or 21.5%, for the first nine months of 2015 primarily due to increases of $35.3 million in SBA and USDA guaranteed loans, $12.1 million in time share loans and $4.9 million in condominium association loans. During 2015, SBA and USDA guaranteed loans increased as a result of purchases totaling $52.3 million. Commercial business loan originations increased $9.2 million as compared to the same period in 2014. At September 30, 2015, unfunded lines of credit related to time share lending totaled $20.3 million as a result of focused efforts dedicated to growth within the time share industry.

Consumer. Consumer loans represented 5.0% of the Company’s total loan portfolio at September 30, 2015. Consumer loans increased $490,000 during the first nine months of 2015 primarily as a result of an increase of $1.9 million in home equity loans, offset by a decrease of $1.5 million in indirect automobile loans. Loan originations for consumer loans totaled $17.8 million, representing a decrease of $3.3 million, for the first nine months of 2015 over the comparable period in 2014.

The allowance for loan losses totaled $9.2 million at September 30, 2015 compared to $7.8 million at December 31, 2014. The ratio of the allowance for loan losses to total loans increased to 0.80% at September 30, 2015 from 0.74% at December 31, 2014. This was necessitated by a change in the composition of the loan portfolio which included an increase in the commercial loan portfolio, which carries a higher degree of risk (excluding guaranteed SBA and USDA loans) than other loans held in portfolio and an increase in nonperforming assets.


37



The following table provides information with respect to nonperforming assets and TDRs as of the dates indicated.
 
 
September 30
2015
 
December 31, 2014
Nonaccrual loans:
(Dollars in Thousands)
Real estate loans:
 
 
 
Residential - 1 to 4 family
$
3,420

 
$
3,167

Multi-family and commercial
2,694

 
907

Total real estate loans
6,114

 
4,074

Commercial business loans
814

 
446

Consumer loans:
 
 
 
     Home equity
324

 
23

Total nonaccrual loans
7,252

 
4,543

Accruing loans past due 90 days or more

 
459

Total nonperforming loans (1)
7,252

 
5,002

Other real estate owned, net (2)
1,341

 
1,271

Total nonperforming assets
8,593

 
6,273

Accruing troubled debt restructurings
3,691

 
3,387

Total nonperforming assets and troubled debt restructurings
$
12,284

 
$
9,660

 
 
 
 
 
Allowance for loan losses as a percent of nonperforming loans
127.50
%
 
155.88
%
Total nonperforming loans to total loans
0.63
%
 
0.48
%
Total nonperforming loans to total assets
0.50
%
 
0.37
%
Total nonperforming assets and troubled debt restructurings to total assets
0.85
%
 
0.72
%
 
 
 
 
 
(1) Includes nonperforming TDRs totaling $1.7 million and $603,000 at September 30, 2015 and December 31, 2014, respectively.
(2) Other real estate owned balances are shown net of related write-downs.

The increase in nonperforming assets was primarily due to increases in nonperforming multi-family and commercial real estate loans of $1.8 million and commercial business loans of $368,000 at September 30, 2015. Nonperforming home equity loans and residential real estate loans increased $301,000 and $253,000, respectively, during the first nine months of 2015, while accruing loans past due 90 days or more decreased $459,000.

Other real estate owned increased $70,000 to $1.3 million from December 31, 2014 to September 30, 2015, due to the addition of three residential properties, partially offset by the write-down of two commercial and two residential properties and the sale of one residential property. At September 30, 2015, other real estate owned included four commercial properties and two residential properties.

Over the past few years, the Company has sought to restructure nonperforming loans rather than pursue foreclosure or liquidation, believing this approach achieves the best economic outcome for the Company in view of the current economic environment. Modified payment terms for TDRs generally involve deferred principal payments, interest rate concessions, a combination of deferred principal payments, and interest rate concessions or a combination of maturity extensions and interest rate concessions. TDRs increased to $5.4 million at September 30, 2015, compared to $4.0 million at December 31, 2014. Of the TDRs, $3.7 million and $3.4 million were performing in accordance with their restructured terms at both September 30, 2015 and December 31, 2014, respectively. The Company anticipates these borrowers will repay all contractual principal and interest in accordance with the terms of their restructured loan agreements.

Liabilities:
Summary. Liabilities increased $106.9 million, or 9.0%, to $1.30 billion at September 30, 2015 compared to $1.19 billion at December 31, 2014. Deposits increased $32.4 million, or 3.2%, which included increases in NOW and

38



money market accounts of $34.5 million and noninterest-bearing demand deposits and certificates of deposit of $5.7 million each, offset by a decrease in savings accounts of $13.7 million. Deposit growth remained strong due to marketing and promotional initiatives and competitively-priced deposit products. The increase in borrowings of $76.2 million from $156.5 million at December 31, 2014 to $232.7 million at September 30, 2015, was used to fund increased commercial lending, including the $52.3 million purchase of SBA guaranteed loans in April 2015.

Equity:
Summary. Shareholders’ equity decreased $3.8 million from $157.7 million at December 31, 2014 to $154.0 million at September 30, 2015. The decrease in shareholders’ equity was attributable to the repurchase of common shares totaling $10.2 million and dividends of $1.4 million, offset by the exercise of stock options of $3.3 million and net income of $2.9 million.

On September 23, 2015, the Company granted 38,000 shares of restricted stock and 100,000 stock options. Stock compensation expense related to this grant of $161,000 was charged against income for the three and nine months ended September 30, 2015. As of September 30, 2015, there was $989,000 of unrecognized compensation cost related to this grant.

Accumulated Other Comprehensive Income. Accumulated other comprehensive income is comprised of the unrealized gains and losses on available for sale securities and unrealized gains and losses on an interest rate swap designated as a hedge, net of taxes. The net unrealized gains on available for sale securities, net of taxes, totaled $736,000 at September 30, 2015 compared to net unrealized gains of $199,000 at December 31, 2014. The net unrealized loss on the interest rate swap, net of taxes, totaled $23,000 at September 30, 2015 compared to $104,000 at December 31, 2014.

Results of Operations for the Three and Nine Months Ended September 30, 2015 and 2014

General. The Company’s results of operations depend primarily on net interest income, which is the difference between the interest income earned on the Company’s interest-earning assets, such as loans and investments, and the interest expense on its interest-bearing liabilities, such as deposits and borrowings. The Company also generates noninterest income such as gains on the sale of securities, fees earned from mortgage banking activities, fees from deposits, trust and investment management services, insurance commissions and other fees. The Company’s noninterest expenses primarily consist of employee compensation and benefits, occupancy, computer services, furniture and equipment, outside professional services, electronic banking fees, FDIC deposit insurance and regulatory assessments, marketing and other general and administrative expenses. The Company’s results of operations are also significantly affected by general economic and competitive conditions, particularly changes in market interest rates, governmental policies and actions of regulatory agencies.

Summary. The Company reported net income of $974,000 for the three months ended September 30, 2015 compared to $1.2 million for the three months ended September 30, 2014. The Company reported net income of $2.9 million for the nine months ended September 30, 2015 compared to $3.0 million for the nine months ended September 30, 2014.

Interest and Dividend Income. Total interest and dividend income increased $489,000, or 4.2%, to $12.2 million for the three months ended September 30, 2015, compared to the same period in 2014. The increase in interest and dividend income was primarily due to a higher average balance on loans and securities outstanding, offset by a lower average yield on loans and securities. Interest income on loans and securities reflect net amortization of $179,000 and $108,000 for the quarters ended September 30, 2015 and 2014, respectively, related to fair value adjustments of loans and securities resulting from the Newport acquisition. The average yield earned on interest-earning assets for the three months ended September 30, 2015 decreased 12 basis points to 3.59% compared to 3.71% for the three months ended September 30, 2014. Average interest-earning assets increased $92.6 million to $1.35 billion during the third quarter of 2015, due to increases in the average balance of loans and securities of $89.8 million and $7.7 million, respectively, offset by a decrease of $4.9 million in the average balance of other interest-earning assets, as compared to the same quarter in 2014.

39




Total interest and dividend income remained at $35.5 million for the nine months ended September 30, 2015, compared to the same period in 2014 as the increase in the average balance of loans was offset by a decrease in the average yield on loans and securities. Interest income on loans and securities reflect net amortization of $543,000 and $124,000 for the nine months ended September 30, 2015 and 2014, respectively, related to fair value adjustments of loans and securities resulting from the Newport acquisition. The average yield earned on interest-earning assets decreased 12 basis points from 3.76% for the nine months ended September 30, 2014, to 3.64% for the nine months ended September 30, 2015. Average interest-earning assets increased $42.1 million to $1.31 billion during the first nine months of 2015, due to increases of $44.5 million and $2.1 million in the average balance of loans and securities, respectively, offset by a decrease of $4.5 million in the average balance of other interest-earning assets as compared to the same period in 2014.

Interest Expense. For the quarter ended September 30, 2015, interest expense increased $292,000, or 14.3%, resulting from higher FHLB advances and a higher balance of average deposits compared to the same quarter in 2014. Higher interest expense on interest-bearing liabilities reflect net accretion of $184,000 and $482,000 for the three months ended September 30, 2015 and 2014, respectively, related to fair value adjustments of deposits and borrowings resulting from the Newport acquisition. Average interest-bearing deposits increased $25.4 million to $888.6 million for the three months ended September 30, 2015 and the average rate paid increased one basis point to 0.63%, compared to the same period in 2014. Increases in the average balance of NOW and money market deposits and certificates of deposit totaled $24.1 million and $16.6 million, respectively, while the average balance of savings accounts decreased $15.5 million compared to the three months ended September 30, 2014. The average balance of FHLB advances increased $57.2 million for the three months ended September 30, 2015, while the average rate paid increased four basis points to 1.58%.

Interest expense increased $320,000, or 5.2%, to $6.5 million for the first nine months of 2015. Interest expense on deposits and borrowings reflect net accretion of $825,000 and $1.5 million for the nine months ended September 30, 2015 and 2014, respectively, related to fair value adjustments of deposits and borrowings resulting from the Newport acquisition. Average interest-bearing deposits increased $21.1 million to $885.7 million and the average rate paid increased one basis point to 0.63%. Increases in the average balance of certificates of deposit and NOW and money market deposits of $19.3 million and $9.6 million, respectively, were offset by a decrease in the average balance of savings accounts of $8.0 million. The average balance of FHLB advances increased $11.7 million, while the average rate paid increased five basis points to 1.60%.

Average Balance Sheet. The following sets forth information regarding average balances of assets and liabilities as well as the total dollar amounts of interest income from average interest-earning assets and interest expense on average interest-bearing liabilities, resulting yields and rates paid, interest rate spread, net interest margin, and the ratio of average interest-earning assets to average interest-bearing liabilities for the periods indicated.


40



 
At or For the Three Months Ended September 30,
 
2015
 
2014
 
Average
Balance
 
Interest &
Dividends
 
Average
Yield/
Rate
 
Average
Balance
 
Interest &
Dividends
 
Average
Yield/
Rate
 
(Dollars in Thousands)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans (1) (2)
$
1,134,506

 
$
11,278

 
3.94
%
 
$
1,044,702

 
$
10,735

 
4.08
%
Securities (3)
192,093

 
925

 
1.91

 
184,376

 
1,002

 
2.16

Other interest-earning assets
23,341

 
19

 
0.32

 
28,237

 
11

 
0.15

Total interest-earning assets
1,349,940

 
12,222

 
3.59

 
1,257,315

 
11,748

 
3.71

 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-earning assets
92,527

 
 

 
 

 
91,287

 
 

 
 

Total assets
$
1,442,467

 
 

 
 

 
$
1,348,602

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 

 
 

 
 

 
 

 
 

 
 

Deposits:
 

 
 

 
 

 
 

 
 

 
 

Business checking
$
415

 

 

 
$
180

 

 

NOW and money market
474,092

 
128

 
0.11

 
450,011

 
143

 
0.13

Savings (4)
31,312

 
17

 
0.22

 
46,854

 
20

 
0.17

Certificates of deposit (5)
382,796

 
1,258

 
1.30

 
366,219

 
1,192

 
1.29

Total interest-bearing deposits
888,615

 
1,403

 
0.63

 
863,264

 
1,355

 
0.62

 
 
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Bank advances
211,863

 
846

 
1.58

 
154,664

 
602

 
1.54

Subordinated debt
8,248

 
84

 
4.04

 
8,248

 
84

 
4.04

Total interest-bearing liabilities
1,108,726

 
2,333

 
0.83

 
1,026,176

 
2,041

 
0.79

 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing liabilities
180,140

 
 

 
 

 
165,503

 
 

 
 

Total liabilities
1,288,866

 
 

 
 

 
1,191,679

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Total shareholders' equity
153,601

 
 

 
 

 
156,923

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Total liabilities and shareholders' equity
$
1,442,467

 
 

 
 

 
$
1,348,602

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Net interest-earning assets
$
241,214

 
 

 
 

 
$
231,139

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Tax equivalent net interest income (3)
 

 
9,889

 
 

 
 

 
9,707

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Tax equivalent interest rate spread (6)
 

 
 

 
2.76
%
 
 

 
 

 
2.92
%
 
 
 
 
 
 
 
 
 
 
 
 
Tax equivalent net interest margin as a percentage of interest-earning assets (7)
 

 
 

 
2.91
%
 
 

 
 

 
3.06
%
 
 
 
 
 
 
 
 
 
 
 
 
Average of interest-earning assets to average interest-bearing liabilities
 

 
 

 
121.76
%
 
 

 
 

 
122.52
%
 
 
 
 
 
 
 
 
 
 
 
 
Less tax equivalent adjustment (3)
 
 
(5
)
 
 
 
 
 
(20
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 

 
$
9,884

 
 

 
 

 
$
9,687

 
 

 
 
(1) Amount is net of deferred loan origination fees and costs.  Average balances include nonaccrual loans and loans held for sale and excludes the allowance for loan losses.
(2) Loan fees are included in interest income and are immaterial.
(3) Municipal securities income and net interest income are presented on a tax equivalent basis using a tax rate of 34%.  The tax equivalent adjustment is deducted from tax equivalent net interest income to agree to the amounts reported in the statements of income.
(4) Includes mortgagors’ and investors’ escrow accounts.
(5) Includes brokered deposits.
(6) Tax equivalent net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(7) Tax equivalent net interest margin represents tax equivalent net interest income divided by average interest-earning assets.


41



 
At or For the Nine months Ended September 30,
 
2015
 
2014
 
Average
Balance
 
Interest &
Dividends
 
Average
Yield/
Rate
 
Average
Balance
 
Interest &
Dividends
 
Average
Yield/
Rate
 
(Dollars in Thousands)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Loans (1) (2)
$
1,093,467

 
$
32,823

 
4.01
%
 
$
1,048,969

 
$
32,489

 
4.14
%
Securities (3)
187,748

 
2,618

 
1.86

 
185,649

 
3,008

 
2.17

Other interest-earning assets
24,082

 
57

 
0.32

 
28,558

 
39

 
0.18

Total interest-earning assets
1,305,297

 
35,498

 
3.64

 
1,263,176

 
35,536

 
3.76

 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-earning assets
91,974

 
 

 
 

 
91,825

 
 

 
 

Total assets
$
1,397,271

 
 

 
 

 
$
1,355,001

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Interest-bearing liabilities:
 

 
 

 
 

 
 

 
 

 
 

Deposits:
 

 
 

 
 

 
 

 
 

 
 

Business checking
$
325

 

 

 
$
155

 

 

NOW and money market
464,199

 
394

 
0.11

 
454,573

 
441

 
0.13

Savings (4)
39,035

 
52

 
0.18

 
47,026

 
61

 
0.17

Certificates of deposit (5)
382,140

 
3,704

 
1.30

 
362,829

 
3,531

 
1.30

Total interest-bearing deposits
885,699

 
4,150

 
0.63

 
864,583

 
4,033

 
0.62

 
 
 
 
 
 
 
 
 
 
 
 
Federal Home Loan Bank advances
177,196

 
2,124

 
1.60

 
165,472

 
1,921

 
1.55

Subordinated debt
8,248

 
251

 
4.07

 
8,248

 
251

 
4.07

Total interest-bearing liabilities
1,071,143

 
6,525

 
0.81

 
1,038,303

 
6,205

 
0.80

 
 
 
 
 
 
 
 
 
 
 
 
Noninterest-bearing liabilities
170,518

 
 

 
 

 
160,653

 
 

 
 

Total liabilities
1,241,661

 
 

 
 

 
1,198,956

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Total shareholders' equity
155,610

 
 

 
 

 
156,045

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Total liabilities and shareholders' equity
$
1,397,271

 
 

 
 

 
$
1,355,001

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Net interest-earning assets
$
234,154

 
 

 
 

 
$
224,873

 
 

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Tax equivalent net interest income (3)
 

 
28,973

 
 

 
 

 
29,331

 
 

 
 
 
 
 
 
 
 
 
 
 
 
Tax equivalent interest rate spread (6)
 

 
 

 
2.83
%
 
 

 
 

 
2.96
%
 
 
 
 
 
 
 
 
 
 
 
 
Tax equivalent net interest margin as a percentage of interest-earning assets (7)
 

 
 

 
2.97
%
 
 

 
 

 
3.10
%
 
 
 
 
 
 
 
 
 
 
 
 
Average of interest-earning assets to average interest-bearing liabilities
 

 
 

 
121.86
%
 
 

 
 

 
121.66
%
 
 
 
 
 
 
 
 
 
 
 
 
Less tax equivalent adjustment (3)
 
 
(21
)
 
 
 
 
 
(54
)
 
 
 
 
 
 
 
 
 
 
 
 
 
 
Net interest income
 

 
$
28,952

 
 

 
 

 
$
29,277

 
 

 
 
(1) Amount is net of deferred loan origination fees and costs.  Average balances include nonaccrual loans and loans held for sale and excludes the allowance for loan losses.
(2) Loan fees are included in interest income and are immaterial.
(3) Municipal securities income and net interest income are presented on a tax equivalent basis using a tax rate of 34%.  The tax equivalent adjustment is deducted from tax equivalent net interest income to agree to the amounts reported in the statements of income.
(4) Includes mortgagors’ and investors’ escrow accounts.
(5) Includes brokered deposits.
(6) Tax equivalent net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
(7) Tax equivalent net interest margin represents tax equivalent net interest income divided by average interest-earning assets.

42



The following table sets forth the extent to which changes in interest rates and changes in volume of interest-earning assets and interest-bearing liabilities have on the Company’s interest income and interest expense for the periods presented. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the rate and volume columns. For purposes of this table, changes attributable to both changes in rate and volume that cannot be segregated have been allocated proportionately based on the changes due to rate and the changes due to volume.
 
 
Three Months Ended
September 30, 2015 and 2014
 
Nine Months Ended
September 30, 2015 and 2014
 
Increase (Decrease) Due To
 
Increase (Decrease) Due To
 
Rate
 
Volume
 
Net
 
Rate
 
Volume
 
Net
 
(In Thousands)
Interest-earning assets:
 
 
 
 
 
 
 
 
 
 
 
Interest and dividend income:
 
 
 
 
 
 
 
 
 
 
 
Loans (1)(2)
$
(358
)
 
$
901

 
$
543

 
$
(1,020
)
 
$
1,354

 
$
334

Securities (3)
(118
)
 
41

 
(77
)
 
(424
)
 
34

 
(390
)
Other interest-earning assets
10

 
(2
)
 
8

 
23

 
(5
)
 
18

Total interest-earning assets
(466
)
 
940

 
474

 
(1,421
)
 
1,383

 
(38
)
Interest-bearing liabilities:
 

 
 

 
 

 
 
 
 
 
 
Interest expense:
 

 
 

 
 

 
 
 
 
 
 
Deposits (4)
(8
)
 
56

 
48

 
(70
)
 
187

 
117

Federal Home Loan Bank advances
26

 
218

 
244

 
70

 
133

 
203

Total interest-bearing liabilities
18

 
274

 
292

 

 
320

 
320

Change in net interest income
$
(484
)
 
$
666

 
$
182

 
$
(1,421
)
 
$
1,063

 
$
(358
)
 
 
(1) Amount is net of deferred loan origination fees and costs.  Average balances include nonaccrual loans and loans held for sale.
(2) Loan fees are included in interest income and are immaterial.
(3) Municipal securities income and net interest income are presented on a tax equivalent basis using a tax rate of 34%.  The tax equivalent adjustment is deducted from tax equivalent net interest income to agree to the amount reported in the statements of income.
(4) Includes mortgagors’ and investors’ escrow accounts and brokered deposits.

Provision for Loan Losses. The provision for loan losses increased $667,000 and $517,000 for the three and nine months ended September 30, 2015, respectively, compared to the same periods in 2014, as a result of increases in commercial loans outstanding, which carry a higher degree of risk than other loans in the portfolio, nonperforming loans and, for the three months ended September 30, 2015, loan charge-offs. At September 30, 2015, nonperforming loans increased to $7.3 million, compared to $4.9 million at September 30, 2014, resulting from increases in nonperforming multi-family and commercial loans of $1.7 million, home equity loans of $324,000, and residential mortgage loans of $254,000. Net loan charge-offs were $208,000 and $263,000 for the three and nine months ended September 30, 2015, respectively, compared to $176,000 and $492,000 for the three and nine months ended September 30, 2014, respectively.









43



Noninterest Income.  The following table shows the components of noninterest income and the dollar and percentage changes for the periods presented.
 
Three Months Ended September 30,
 
Change
 
Nine Months Ended
September 30,
 
Change
 
2015
 
2014
 
Dollars
 
Percent
 
2015
 
2014
 
Dollars
 
Percent
 
(Dollars in Thousands)
Service fees
$
1,699

 
$
1,762

 
$
(63
)
 
(3.6
)%
 
$
5,039

 
$
5,265

 
$
(226
)
 
(4.3
)%
Wealth management fees
303

 
293

 
10

 
3.4

 
916

 
926

 
(10
)
 
(1.1
)
Increase in cash surrender value of bank-owned life insurance
146

 
147

 
(1
)
 
(0.7
)
 
449

 
433

 
16

 
3.7

Net gain on sales of securities
14

 

 
14

 
      N/A
 
146

 
64

 
82

 
128.1

Mortgage banking
139

 
81

 
58

 
71.6

 
416

 
396

 
20

 
5.1

Net gain (loss) on fair value of derivatives
(7
)
 
78

 
(85
)
 
(109.0
)
 
(22
)
 
69

 
(91
)
 
(131.9
)
Other
452

 
85

 
367

 
431.8

 
749

 
527

 
222

 
42.1

Total noninterest income
$
2,746

 
$
2,446

 
$
300

 
12.3
 %
 
$
7,693

 
$
7,680

 
$
13

 
0.2
 %
 
Noninterest income increased $300,000 and $13,000 for the three and nine months ended September 30, 2015, respectively, versus the comparable periods in the prior year. Other noninterest income increased $367,000 and $222,000 for the three and nine months ended September 30, 2015, respectively, compared to the same period in 2014, primarily as a result of profit distributions from our investment in two small business investment companies. Service fees decreased $63,000 and $226,000 for the three and nine months ended September 30, 2015, respectively, compared to the same periods in the prior year, as a result of a reduction in overdraft privilege fees. Net loss on derivatives was $7,000 and $22,000 for the three and nine months ended September 30, 2015, respectively, compared to net gains on derivatives of $78,000 and $69,000 for the three and nine months ended September 30, 2014, respectively, resulting from a change in the fair value of derivative instruments.

Noninterest Expenses. The following table shows the components of noninterest expenses and the dollar and percentage changes for the periods presented.
 
Three Months Ended September 30,
 
Change
 
Nine Months Ended September 30,
 
Change
 
2015
 
2014
 
Dollars
 
Percent
 
2015
 
2014
 
Dollars
 
Percent
 
(Dollars in Thousands)
Salaries and employee benefits
$
4,986

 
$
4,897

 
$
89

 
1.8
 %
 
$
15,059

 
$
15,128

 
$
(69
)
 
(0.5
)%
Occupancy and equipment
1,816

 
1,883

 
(67
)
 
(3.6
)
 
5,660

 
5,852

 
(192
)
 
(3.3
)
Computer and electronic banking services
1,413

 
1,417

 
(4
)
 
(0.3
)
 
4,168

 
4,082

 
86

 
2.1

Outside professional services
436

 
420

 
16

 
3.8

 
1,410

 
1,422

 
(12
)
 
(0.8
)
Marketing and advertising
259

 
216

 
43

 
19.9

 
779

 
754

 
25

 
3.3

Supplies
149

 
146

 
3

 
2.1

 
441

 
465

 
(24
)
 
(5.2
)
FDIC deposit insurance and regulatory assessments
255

 
303

 
(48
)
 
(15.8
)
 
748

 
953

 
(205
)
 
(21.5
)
Core deposit intangible amortization
150

 
150

 

 

 
451

 
463

 
(12
)
 
(2.6
)
Other real estate operations
160

 
72

 
88

 
122.2

 
444

 
303

 
141

 
46.5

Other
521

 
500

 
21

 
4.2

 
1,452

 
1,873

 
(421
)
 
(22.5
)
Total noninterest expenses
$
10,145

 
$
10,004

 
$
141

 
1.4
 %
 
$
30,612

 
$
31,295

 
$
(683
)
 
(2.2
)%

Other noninterest expenses decreased $421,000 for the nine months ended September 30, 2015. Higher other noninterest expenses for the first nine months of 2014 included fraudulent debit card transactions of $380,000,

44



and prepayment penalties totaling $75,000 for the early extinguishment of certain Federal Home Loan Bank borrowings. Salaries and employee benefits increased $89,000 for the three months ended September 30, 2015 primarily as a result of equity award compensation and retirement expense compared to the three months ended September 30, 2014. Salaries and employee benefits decreased $69,000 for the nine months ended September 30, 2015 compared to the same period in 2014, as a result of a reduction in staffing levels and associated benefit costs year-over-year. Costs related to other real estate operations increased $88,000 and $141,000 for the three and nine months ended September 30, 2015, respectively, compared to the same periods in 2014. The Bank’s conversion to a state-chartered financial institution effective in December 2014 contributed to the decrease of $48,000 and $205,000 in the regulatory assessment for the three and nine months ended September 30, 2015, respectively, compared to the comparable periods in 2014. Decreased occupancy and equipment expense of $67,000 and $192,000 for the three and nine months ended September 30, 2015, respectively, versus comparable periods in 2014, was in large part a result of reconfiguring and optimizing telephone and data services. Lower noninterest expenses were partially offset by an increase of $86,000 in computer and electronic banking services for the nine months ended September 30, 2015, respectively, resulting from the implementation of an enhanced mobile banking platform.

Income Tax Provision. The provision for income taxes decreased $85,000 and $26,000 for the three and nine months ended September 30, 2015 compared to the same periods in 2014. The effective tax rate for the three months ended September 30, 2015 and 2014 was 33.7% and 32.6%, respectively. The effective tax rate for the first nine months of 2015 and 2014 was 32.9% and 32.4%, respectively.
 
Liquidity and Capital Resources

Liquidity is the ability to meet current and future financial obligations of a short- and long-term nature. The Bank's primary sources of funds consist of deposit inflows, loan sales and repayments, maturities and sales of securities and FHLB borrowings. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows, mortgage prepayments and loan and security sales are greatly influenced by general interest rates, economic conditions and competition.

The Bank's most liquid assets are cash and cash equivalents. The levels of these assets depend on the Bank's operating, financing, lending and investing activities during any given period. At September 30, 2015, cash and cash equivalents totaled $36.6 million. Securities classified as available for sale, which provide additional sources of liquidity, totaled $176.2 million at September 30, 2015. In addition, at September 30, 2015, the Bank had the ability to borrow an additional $23.5 million from the FHLB, which included overnight lines of credit of $10.0 million. On that date, the Bank had FHLB advances outstanding of $224.5 million and no overnight advances outstanding. Additionally, the Bank has the ability to access the Federal Reserve Bank’s Discount Window on a collateralized basis and maintains a $7.0 million unsecured line of credit with a financial institution to access federal funds. The Bank believes that its liquid assets combined with the available lines from the FHLB provide adequate liquidity to meet its current financial obligations.

The Bank's primary investing activities are the origination, purchase and sale of loans and the purchase and sale of securities. For the nine months ended September 30, 2015, the Bank originated $168.6 million of loans and purchased $35.5 million of securities and $96.6 million of loans. For the year ended December 31, 2014, the Bank originated $168.0 million of loans and purchased $36.2 million of securities and $59.9 million of loans.

Financing activities consist primarily of activity in deposit accounts and in borrowed funds. The net increase in total deposits, including mortgagors’ and investors’ escrow accounts, was $30.8 million for the nine months ended September 30, 2015. FHLB advances increased $76.2 million during the nine months months ended September 30, 2015 and decreased $28.0 million during the year ended December 31, 2014. The increase in borrowings resulted from the need to fund increased commercial lending, including the $52.3 million purchase of SBA guaranteed loans in April 2015. Certificates of deposit due within one year of September 30, 2015 totaled $173.4 million, or 16.6% of total deposits. Management believes the amount of deposits in shorter-term certificates of deposit reflects customers’ hesitancy to invest their funds in longer-term certificates of deposit due

45



to the uncertain interest rate environment. To compensate, the Bank has increased the duration of its borrowings with the FHLB. The Bank will be required to seek other sources of funds, including other certificates of deposit and lines of credit, if maturing certificates of deposit are not retained. Depending on market conditions, the Bank may be required to pay higher rates on such deposits or other borrowings than are currently paid on certificates of deposit. Additionally, a shorter duration in the securities portfolio may be necessary to provide liquidity to compensate for any deposit outflows. The Bank believes, however, based on past experience, a significant portion of its certificates of deposit will be retained. The Bank has the ability, if necessary, to adjust the interest rates offered to its customers in an effort to attract and retain deposits.  

Deposit flows are affected by the overall level of interest rates, the interest rates and products offered by the Bank and its local competitors and other factors. The Bank generally manages the pricing of its deposits to be competitive and to increase core deposits and commercial banking relationships. Occasionally, the Bank offers promotional rates on certain deposit products to attract deposits.

The Company repurchased 849,819 shares of the Company's common stock at a cost of $10.2 million during the first nine months of 2015 and 74,441 shares of the Company’s common stock at a cost of $841,000 during the year ended December 31, 2014. Additional discussion about the Company’s liquidity and capital resources is contained in Item 7 in the Company’s 2014 Annual Report on Form 10-K.

SI Financial Group, Inc. is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, SI Financial Group is responsible for paying any dividends declared to its shareholders and making payments on its subordinated debentures. SI Financial Group may continue to repurchase shares of its common stock in the future. SI Financial Group’s primary sources of funds are interest and dividends on securities and dividends received from the Bank. The amount of dividends the Bank may declare and pay to SI Financial Group in any calendar year cannot exceed net profits for that year to date plus retained net profits (as defined) for the preceding two calendar years. SI Financial Group believes that such restriction will not have an impact on SI Financial Group's ability to meet its ongoing cash obligations. At September 30, 2015, SI Financial Group had cash and cash equivalents of $2.1 million and available for sale securities of $5.1 million.

Payments Due Under Contractual Obligations

Information relating to payments due under contractual obligations is presented in the Company’s Form 10-K for the year ended December 31, 2014. There were no material changes in the Company’s payments due under contractual obligations between December 31, 2014 and September 30, 2015.

Off-Balance Sheet Arrangements

As a financial services provider, we routinely are a party to various financial instruments with off-balance sheet risks, such as commitments to extend credit, standby letters of credit and unused lines of credit. While these contractual obligations represent our future cash requirements, a significant portion of the commitments to extend credit may expire without being drawn upon. The contractual amounts of commitments to extend credit represent the amounts of potential accounting loss should the contract be fully drawn upon, the customer defaults and the value of any existing collateral becomes worthless. The Company uses the same credit policies in making commitments and conditional obligations as it does for on-balance sheet instruments.


46



Financial instruments whose contract amounts represent credit risk at September 30, 2015 and December 31, 2014 are as follows:
 
 
September 30, 2015
 
December 31, 2014
 
(In Thousands)
Commitments to extend credit:
 
 
 
Commitments to originate loans
$
24,876

 
$
26,170

Undisbursed construction loans
19,024

 
25,107

Undisbursed home equity lines of credit
48,061

 
45,403

Undisbursed commercial lines of credit
45,578

 
60,363

Overdraft protection lines
1,261

 
1,230

Standby letters of credit
165

 
81

Total commitments
$
138,965

 
$
158,354


Future loan commitments at September 30, 2015 and December 31, 2014 included fixed-rate loan commitments of $3.4 million and $10.8 million, respectively, at interest rates ranging from 3.00% to 4.75% and 3.00% to 5.75%, respectively.

The Bank is a limited partner in three small business investment corporations ("SBICs"). At September 30, 2015, the Bank’s remaining off-balance sheet commitment for the capital investment in the SBICs was $1.2 million. The Bank recorded no write downs of the SBICs during the nine months ended September 30, 2015, and write downs of $175,000 in one of the SBICs during the nine months ended September 30, 2014.

For the nine months ended September 30, 2015, with the exception of the aforementioned commitments, the Company did not engage in any additional off-balance sheet transactions reasonably likely to have a material effect on the Company’s financial condition, results of operations or cash flows. See Notes 6 and 12 to the consolidated financial statements contained in the Company’s 2014 Annual Report on Form 10-K.

Item 3.  Quantitative and Qualitative Disclosures About Market Risk.

Qualitative Aspects of Market Risk
The primary market risk affecting the financial condition and operating results of the Company is interest rate risk. Interest rate risk is the exposure of current and future earnings and capital arising from movements in interest rates. The Company manages the interest rate sensitivity of its interest-bearing liabilities and interest-earning assets in an effort to minimize the adverse effects of changes in the interest rate environment. To reduce the volatility of its earnings, the Company has sought to improve the match between asset and liability maturities and rates, while maintaining an acceptable interest rate spread. The Company’s strategy for managing interest rate risk generally is to emphasize the origination of adjustable-rate mortgage loans for retention in its loan portfolio. However, the ability to originate adjustable-rate loans depends to a great extent on market interest rates and borrowers’ preferences. As an alternative to adjustable-rate mortgage loans, the Company purchases variable-rate SBA and USDA loans in the secondary market that are fully guaranteed by the U.S. government. These loans have a significantly shorter duration than fixed-rate mortgage loans. Fixed-rate mortgage loans typically have an adverse effect on interest rate sensitivity compared to adjustable-rate loans. Accordingly, the Company has sold more longer-term fixed-rate mortgage loans in the secondary market in recent periods to manage interest rate risk. The Company offers 10-year fixed-rate mortgage loans that it retains in its portfolio. The Company may offer attractive rates for existing certificates of deposit accounts to extend their maturities. The Company also uses shorter-term investment securities and longer-term borrowings from the FHLB to help manage interest rate risk.

The Company has an Asset/Liability Committee to communicate, coordinate and control all aspects involving asset/liability management. The committee establishes and monitors the volume, maturities, pricing and mix of assets and funding sources with the objective of managing assets and funding sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals.

47




In July 2010, the Company entered into an interest rate swap agreement with a third-party financial institution with a notional amount of $8.0 million, whereby the counterparty will pay a variable-rate equal to three-month LIBOR and the Company will pay a fixed rate of 2.44%. The agreement was effective on December 15, 2010 and terminates on December 15, 2015. This agreement was designated as a cash flow hedge against the trust preferred securities issued by SI Capital Trust II. This effectively fixes the interest rate on the $8.0 million of trust preferred securities at 4.14% for the period of December 15, 2010 through December 15, 2015.

In January 2012, the Company entered into an interest rate swap agreement with a third-party financial institution with a notional amount of $15.0 million, whereby the counterparty will pay a variable rate equal to three-month LIBOR and the Company will pay a fixed rate of 1.26%. The agreement was effective on January 11, 2012 and terminates on January 11, 2017. This agreement was not designated as a hedging instrument.

Quantitative Aspects of Market Risk
The Company analyzes its interest rate sensitivity position to manage the risk associated with interest rate movements through the use of interest income simulation. The matching of assets and liabilities may be analyzed by examining the extent to which such assets and liabilities are “interest rate sensitive.” An asset or liability is said to be interest rate sensitive within a specific time period if it will mature or reprice within that time period. The Company’s goal is to manage asset and liability positions to moderate the effect of interest rate fluctuations on net interest income.

Net Interest Income Simulation Analysis
Interest income simulations are completed quarterly and presented to the Asset/Liability Committee. The simulations provide an estimate of the impact of changes in interest rates on net interest income under a range of assumptions. The numerous assumptions used in the simulation process are reviewed by the Asset/Liability Committee on a quarterly basis. Changes to these assumptions can significantly affect the results of the simulation. The simulation incorporates assumptions regarding the potential timing in the repricing of certain assets and liabilities when market rates change and the changes in spreads between different market rates. The simulation analysis incorporates management’s current assessment of the risk that pricing margins will change adversely over time due to competition or other factors. Simulation analysis is only an estimate of the Company’s interest rate risk exposure at a particular point in time. The Company continually reviews the potential effect changes in interest rates could have on the repayment of rate sensitive assets and funding requirements of rate sensitive liabilities.

The table below sets forth an approximation of the Company’s exposure as a percentage of estimated net interest income for the next 12- and 24-month periods using interest income simulation. The simulation uses projected repricing of assets and liabilities at September 30, 2015 on the basis of contractual maturities, anticipated repayments and scheduled rate adjustments. Prepayment rates can have a significant impact on interest income simulation. Because of the large percentage of loans and mortgage-backed securities the Company holds, rising or falling interest rates have a significant impact on the prepayment speeds of the Company’s earning assets that in turn affect the rate sensitivity position. When interest rates rise, prepayments tend to slow. When interest rates fall, prepayments tend to rise. The Company’s asset sensitivity would be reduced if prepayments slow and vice versa. While the Company believes such assumptions to be reasonable, there can be no assurance that assumed prepayment rates will approximate actual future mortgage-backed security and loan repayment activity.

The following table reflects changes in estimated net interest income for the Company at September 30, 2015.
 
Percentage Change in Estimated
Net Interest Income Over
 
12 Months
 
24 Months
100 basis point decrease in rates
(1.83
)%
 
(2.26
)%
200 basis point increase in rates
1.31

 
0.46

300 basis point increase in rates
1.26

 
(0.65
)

48




As indicated by the results of the above scenarios, net interest income would be adversely affected (within our internal guidelines) if rates decreased 100 basis points in the 12- and 24-month periods or increased 300 basis points in the 24-month period. Conversely, net interest income would be positively affected (within our internal guidelines) in the 12-month period if rates increased 200 or 300 basis points and in the 24-month period if rates increased 200 basis points as a result of the Company's initiative to position the balance sheet for the anticipated increase in market interest rates. The Company’s strategy for mitigating interest rate risk includes the purchase of adjustable-rate investment securities and SBA and USDA loans that will reprice in a rising rate environment, selling longer-term and lower fixed-rate residential mortgage loans in the secondary market, restructuring FHLB advances to current lower market interest rates while extending their duration and utilizing certain derivative instruments such as forward loan sale commitments to manage the risk of loss associated with its mortgage banking activities. Additionally, the interest rate swap agreement used to hedge the interest rate of the Company’s long-term variable-rate debt effectively converts the debt to a fixed-rate of interest, which reflects favorably on net interest income in a rising rate environment.

Item 4.  Controls and Procedures.

The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’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, the Company’s disclosure controls and procedures were effective for ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (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 the Company’s management, including its principal executive officer and principal financial officer, as appropriate, to allow timely decisions regarding required disclosure. No changes in the Company’s internal control over financial reporting occurred during the quarter ended September 30, 2015 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II.  OTHER INFORMATION

Item 1.  Legal Proceedings.

The Company is not involved in any pending legal proceedings believed by management to be material to the Company’s financial condition or results of operations. Periodically, there have been various claims and lawsuits against the Bank, such as claims to enforce liens, condemnation proceedings on properties in which the Bank holds a security interest, claims involving the making and servicing of real property loans and other issues incident to the Bank’s business. Management believes these legal proceedings would not have a material adverse effect on the Company’s financial condition, results of operations or cash flows.

Item 1A.  Risk Factors.

There are no material changes from the risk factors set forth under Part I, Item 1A. “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2014, which could materially and adversely affect the Company’s business, financial condition or future results.  The risks described in the Company’s Annual Report on Form 10-K are not the only risks that the Company faces.  Additional risks and uncertainties not currently known to the Company or that the Company currently deems to be immaterial also may materially adversely affect the Company’s business, financial condition and/or operating results.
 

49




Item 2.  Unregistered Sales of Equity Securities and Use of Proceeds.
 
The Company's repurchases of equity securities for the three months ended September 30, 2015 were as follows:
Period
 
Total Number of Shares Purchased (1)
 
Average Price Paid Per Share
 
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs
 
Maximum Number of Shares that May Yet be Purchased Under the Plans or Programs
July 1 - 31, 2015
 

 
$

 

 

August 1 - 31, 2015
 

 

 

 

September 1 - 30, 2015
 
4,590

 
11.86

 

 

Total
 
4,590

 
$
11.86

 

 
 
 
 
(1) Consists of shares surrendered by employees to satisfy tax withholding requirements upon the vesting of stock awards. These shares were not repurchased as part of a publicly announced plan or program.

Item 3.  Defaults Upon Senior Securities.

None.

Item 4.  Mine Safety Disclosures.

None.

Item 5.  Other Information.

None.



50



Item 6.  Exhibits.
 
3.1
Articles of Incorporation of SI Financial Group, Inc. (1)
3.2
Bylaws of SI Financial Group, Inc. (2)
4
Specimen Stock Certificate of SI Financial Group, Inc. (1)
10.1
*Employment Agreement between Rheo A. Brouillard, SI Financial Group, Inc. and Savings Institute Bank and Trust Company, as amended and restated
10.2
*Change in Control Agreement between Lauren L. Murphy, SI Financial Group, Inc. and Savings Institute Bank and Trust Company, as amended and restated
10.3
*Change in Control Agreement between Laurie L. Gervais, SI Financial Group, Inc. and Savings Institute Bank and Trust Company, as amended and restated
10.4
*Change in Control Agreement between Paul R. Little, SI Financial Group, Inc. and Savings Institute Bank and Trust Company, as amended and restated
31.1
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
31.2
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
32
18 U.S.C. Section 1350 Certifications
101
The following materials from the Company's Quarterly Report on Form 10-Q for the quarter ended September 30, 2015, formatted in eXtensible Business Reporting Language (XBRL):  (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the Consolidated Statements of Comprehensive Income, (iv) the Statement of Changes in Shareholders' Equity, (v) the Consolidated Statements of Cash Flows and (vi) related Notes to Consolidated Financial Statements.
 
 
*Management contract or compensatory plan or arrangement
(1) Incorporated herein by reference into this document from the Exhibits on the Registration Statement on Form S-1 (File No. 333-169302), and any amendments thereto, filed with the Securities and Exchange Commission on September 10, 2010.
(2) Incorporated herein by reference into this document from the Exhibits to the Company’s Current Report on Form 8-K (File No. 000-54241) filed with the Securities and Exchange Commission on November 21, 2014.
 

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
 
 
 
 
SI FINANCIAL GROUP, INC.
 
 
 
 
 
 
 
 
Date:
November 6, 2015
 
/s/ Rheo A. Brouillard
 
 
 
Rheo A. Brouillard
 
 
 
President and Chief Executive Officer
 
 
 
(principal executive officer)

Date:
November 6, 2015
 
 /s/ Lauren L. Murphy
 
 
 
Lauren L. Murphy
 
 
 
Senior Vice President and Chief Financial Officer
 
 
 
(principal accounting and financial officer)


51