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2013 Annual Report

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2013 Annual Report 7FEB201322100699 Dear Fellow Shareholder: On behalf of the Board of Directors and our management team, I am pleased to present our first Annual Report to Shareholders of Westbury Bancorp, Inc., the parent company of Westbury Bank. At September 30, 2013, we had total assets of $ 543.3 million and total equity of $90.6 million. We had net income of $938,000 for the year ended September 30, 2013, compared to a loss of $3.7 million for the year ended September 30, 2012, an increase of $4.6 million. Our results for 2013 included a one‐time contribution of $1.0 million to the Westbury Bank Charitable Foundation as had been contemplated in our Plan of Conversion. Without the effect of the contribution, earnings for the year ended September 30, 2013, were $1.6 million compared to a loss of $3.7 million for the prior year. We are extremely delighted with the success of our oversubscribed stock offering, completed April 9, 2013, which raised $50.9 million of capital from our depositors. The additional capital will allow us to grow within our footprint, satisfy the demand for commercial loans within that footprint and improve service and new products through our branch office network in Washington and Waukesha counties. Over the past few years, we have been focused on restructuring the balance sheet by reducing non‐performing assets and other performing loans which do not meet our current credit risk tolerance. We believe that with solid credit risk management procedures in place, coupled with the experienced commercial lenders we have added in the last 18 months, we are properly positioned for prudent future loan growth. Also as a new stock company, management has turned its attention to reviewing all aspects of the Bank’s operations with a focus on improving financial performance in order to maximize long term stockholder value. We continue to be successful in adding new management staff with commercial and retail banking experience that will position the Company for growth and to assist in realigning our infrastructure to improve overall efficiency and earnings. We recently promoted Greg Remus, our Senior Vice President of Lending, to Chief Operating Officer. In his expanded role, Greg will be responsible for improving our overall financial performance, while allowing me to focus on long term strategic matters, capital management strategies and improving long term shareholder value. We are very appreciative of the confidence and trust you have placed in us and of the hard work of our staff and Board of Directors this past year as we continue to transition from a mutual organization to public stock company. Sincerely, Raymond Lipman President, CEO and Chairman UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended September 30, 2013. OR TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from _______________ to _______________. Commission file number: 001-35871 WESTBURY BANCORP, INC. (Exact name of registrant as specified in its charter) Maryland 46-1834307 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 200 South Main Street, West Bend, Wisconsin 53095 (Address of principal executive offices) (Zip Code) Registrant’s telephone number, including area code: (262) 334-5563 Securities registered pursuant to Section 12(b) of the Act: None (Title of each class to be registered) (Name of each exchange on which each class is to be registered) Securities registered pursuant to Section 12(g) of the Act: Common Stock, par value $0.01 per share Indicate by check mark if the Registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. YES NO Indicate by check mark if the Registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. YES NO Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. YES NO Indicate by check mark whether the Registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T during the preceding 12 months (or for such shorter period that the Registrant was required to submit and post such files). YES NO Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K (§229.405 of this chapter) is not contained herein, and will not be contained, to the best of Registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. 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. (Check one) Large accelerated filer Accelerated filer Non-accelerated filer Smaller reporting company (Do not check if a smaller reporting company) Indicate by check mark whether the Registrant is a shell company (as defined in Rule 12b-2 of the Act). YES NO As of December 23, 2013, there were 5,142,541 issued and outstanding shares of the Registrant’s Common Stock. The Registrant was not a reporting company as of the end of its last completed second fiscal quarter. The aggregate market value of the voting and non-voting common stock held by non-affiliates of the Registrant, computed by reference to the closing price of the common stock on April 11, 2013 (the first day the shares of common stock were publicly traded) was $61.9 million. TABLE OF CONTENTS Page Number ITEM 1. BUSINESS 1 ITEM 1A. RISK FACTORS. 45 ITEM 1B. UNRESOLVED STAFF COMMENTS. 45 ITEM 2. PROPERTIES. 46 ITEM 3. LEGAL PROCEEDINGS. 47 ITEM 4. MINE SAFETY DISCLOSURES. 47 ITEM 5. MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER 48 MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES. ITEM 6. SELECTED FINANCIAL DATA. 49 ITEM 7. MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION 51 AND RESULTS OF OPERATIONS. ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK. 65 ITEM 8. FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA. 65 ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON 65 ACCOUNTING AND FINANCIAL DISCLOSURE. ITEM 9A. CONTROLS AND PROCEDURES. 65 ITEM 9B. OTHER INFORMATION. 66 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE. 66 ITEM 11. EXECUTIVE COMPENSATION. 72 ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND 77 MANAGEMENT AND RELATED STOCKHOLDER MATTERS. ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR 79 INDEPENDENCE. ITEM 14. PRINCIPAL ACCOUNTING FEES AND SERVICES. 81 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES 83 (This page has been left blank intentionally.) PART I ITEM 1. Business Forward Looking Statements This annual report contains forward-looking statements, which can be identified by the use of words such as “estimate,” “project,” “believe,” “intend,” “anticipate,” “assume,” “plan,” “seek,” “expect,” “will,” “may,” “should,” “indicate,” “would,” “believe,” “contemplate,” “continue,” “intend,” “target” and words of similar meaning. These forward-looking statements include, but are not limited to: • statements of our goals, intentions and expectations; • statements regarding our business plans, prospects, growth and operating strategies; • statements regarding the asset quality of our loan and investment portfolios; and • estimates of our risks and future costs and benefits. These forward-looking statements are based on our current beliefs and expectations and are inherently subject to significant business, economic and competitive uncertainties and contingencies, many of which are beyond our control. In addition, these forward-looking statements are subject to assumptions with respect to future business strategies and decisions that are subject to change. We are under no duty to and do not take any obligation to update any forward-looking statements after the date of this annual report. The following factors, among others, could cause actual results to differ materially from the anticipated results or other expectations expressed in the forward-looking statements: • our ability to manage our operations under the current adverse economic conditions nationally and in our market area; • adverse changes in the financial industry, securities, credit and national local real estate markets (including real estate values); • significant increases in our loan losses, including as a result of our inability to resolve classified assets, and management’s assumptions in determining the adequacy of the allowance for loan losses; • credit risks of lending activities, including changes in the level and trend of loan delinquencies and write-offs and in our allowance for loan losses and provision for loan losses; • our ability to comply with the terms of the Formal Written Agreement and the MOU, including business and capital plans submitted to our regulators, and the IMCR imposed by the OCC, and our ability to successfully conduct
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