UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 10-K
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Annual Report pursuant to Section 13 or 15 (d) of the Securities and Exchange Act of 1934
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for the fiscal year ended December 31, 2007.
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Transition Report pursuant to Section 13 or 15 (d) of the Securities Exchange Act of 1934
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for the transition period from
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Commission File # 0-32605
NEFFS BANCORP, INC.
(Exact name of registrant as specified in its charter)
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Pennsylvania
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23-2400383
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(State or other jurisdiction of
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(I.R.S. Employer Identification
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incorporation or organization)
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Number)
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5629 Route 873, P.O. Box 10, Neffs, PA 18065-0010
(Address of principal executive offices)
Registrants telephone number including area code: 610-767-3875
Securities registered under Section 12 (b) of the Exchange Act:
None
Securities registered under Section 12 (g) of the Exchange Act:
Common Stock, $1.00 par value
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of
the Securities Act. Yes
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No
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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
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No
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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 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
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No
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Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is
not contained herein, and will not be contained, to the best of the registrants 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.
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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):
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Large accelerated filer
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Accelerated filer
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Non-accelerated filer
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(Do not check if a smaller reporting company)
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Smaller reporting company
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Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Act). Yes
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No
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The aggregate market value of voting stock held by non-affiliates of the registrant is $41,974,758
as of June 30, 2007
(1)
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The number of shares of the Issuers common stock, par value is $1.00 per share, outstanding as of
March 3, 2008 was 190,317.
DOCUMENTS INCORPORATED BY REFERENCE:
Part II incorporates certain information by reference from the registrants Annual Report to
Stockholders for the fiscal year ended December 31, 2007 (the Annual Report). Part III
incorporates certain information by reference from the registrants Proxy Statement for the Annual
Meeting of Stockholders.
(1)
The aggregate dollar amount of the voting stock set forth equals the number of
shares of the registrants Common Stock outstanding, reduced by the amount of Common Stock held by
executive officers, directors, and stockholders owning in excess of 10% of the registrants Common
Stock, multiplied by the last sale price for the registrants Common Stock on June 30, 2007. The
information provided shall in no way be construed as an admission that the officers, directors, or
10% stockholders in the registrant may be deemed an affiliate of the registrant or that such person
is the beneficial owner of the shares reported as being held by him and any such inference is
hereby disclaimed. The information provided herein is included solely for the record keeping
purpose of the Securities and Exchange Commission.
NEFFS BANCORP, INC.
FORM 10-K TABLES OF CONTENTS
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Part I
Item I. Business
Forward-Looking Statements
Neffs Bancorp, Inc. (the Corporation) may from time to time make written or oral forward-looking
statements, including statements contained in the Corporations filings with the Securities and
Exchange Commission (including the Annual Report and this Form 10-K and the exhibits hereto and
thereto), in its reports to stockholders and in other communications by the Corporation, which are
made in good faith by the Corporation pursuant to the safe harbor provisions of the Private
Securities Litigation Reform Act of 1995.
These forward-looking statements include statements with respect to the Corporations beliefs,
plans, objectives, goals, expectations, anticipations, estimates, and intentions that are subject
to significant risks and uncertainties and are subject to change based on various factors (Some of
which are beyond the Corporations control). The words may, could, should, would,
believe, anticipate, estimate, expect, intend, plan, and similar expressions are
intended to identify forward-looking statements. The following factors, among others, could cause
the Corporations financial performance to differ materially from that expressed in such
forward-looking statements: the strength of the United States economy in general and the strength
of the local economies in which the Corporation conducts operations; the effects of, and changes
in, trade, monetary and fiscal policies, including interest rate policies of the Board of
Governors of the Federal Reserve Bank (the FRB); inflation; interest rates; market and monetary
fluctuations; the timely development of competitive new services; the willingness of customers to
substitute competitors products and services for the Corporations products and services and vice
versa; the impact of the changes in financial services laws and regulations (including laws
concerning taxes, banking, securities and insurance); technological acquisitions being less than
expected; the growth and profitability of the Corporations noninterest or fee income being less
than expected; unanticipated regulatory or judicial proceedings; changes in consumer spending and
saving habits; and the success of the Corporation at managing the risks involved in the foregoing.
The Corporation cautions that the foregoing list of important factors is not exclusive. The
Corporation does not undertake to update any forward-looking statement, whether written or oral,
that may be made from time to time by or on behalf of the Corporation.
General
Neffs Bancorp, Inc. (the Corporation) is a Pennsylvania business corporation, which is registered
as a bank holding company under the Bank Holding Company Act of 1956, as amended (the Holding
Company Act). The Corporation was incorporated on March 24, 1986 and became an active bank
holding company on October 31, 1986. The Corporation owns all of the outstanding stock of Neffs
National Bank (the bank).
As of December 31, 2007, the Corporation has approximately $226 million in assets, $180 million in
deposits, $94 million in net loans and $42 million in stockholders equity. The bank is a member
of the Federal Reserve Bank (FRB) and the banks deposits are insured up to the applicable limits
by the Bank Insurance Fund (BIF) of the Federal Deposit Insurance Corporation (FDIC) to the
fullest extent permitted by law.
The Corporations principal executive office is located at 5629 Route 873, Neffs, Pennsylvania,
18065 and its telephone number is 610-767-3875.
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As of December 31, 2007 the Corporation had 32 employees, of which 26 were full-time employees.
Management believes the Corporations relationship with its employees is good.
The bank is organized under the laws of the United States and headquartered in Neffs, Pennsylvania
and has one (1) location. The bank was incorporated in 1923 pursuant to the United States National
Bank Act under a charter granted by the Office of the Comptroller of Currency. The FDIC insures
deposit accounts to the maximum extent provided by laws.
The bank provides a full range of retail and commercial banking services for consumers and small
and mid-sized companies. The banks lending and investment activities are funded principally by
retail deposits gathered through its retail banking facility.
The Corporations website address is
www.neffsnatl.com
. The Corporation makes available free of
charge its annual report on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K
and amendments to those reports as soon as reasonably practicable after it electronically files
such reports with the Securities and Exchange Commission (SEC). Copies of such reports are
available at no charge by contacting The Neffs National Bank, 5629 Route 873, P.O. Box 10, Neffs,
PA 18065-0010. (The information found on the Corporations website does not constitute a part of
this or any other report.)
Service Area
The bank offers its lending and depository services to surrounding areas from its main office in
Neffs, Pennsylvania. The Corporations primary service area is Greater Northern Lehigh County and
Southern Carbon County, Pennsylvania.
Retail and Commercial Banking Activities
The bank provides a broad range of retail banking services and products including free personal
checking accounts and business checking accounts, regular savings accounts, interest checking
accounts, overdraft checking protection, fixed rate certificates of deposits, individual retirement
accounts, club accounts, and safe deposit facilities. Its services also include a full range of
lending activities including commercial construction and real estate loans, land development and
business loans, business lines of credit, consumer loan programs (including installment loans for
home improvement and the purchase of consumer goods and automobiles), and home equity loans. The
bank also offers construction loans and permanent mortgages for homes.
The bank directs its commercial lending principally toward businesses that require funds within the
banks legal limits, as determined from time to time, and that otherwise do business and/or are
depositors with The Neffs National Bank. The bank also participates in inter-bank credit
arrangements in order to take part in loans for amounts that are in excess of its lending limit.
In consumer lending, the bank offers various types of loans, including revolving credit lines,
automobile loans, and home improvement loans.
The Corporation has focused its strategy for growth primarily on the further development of its
community-based retail-banking facility. The objective of this corporate strategy is to maximize
the total return to the Corporation so as to adequately reward the stockholder and to continue as a
sound and successful community-oriented and independently-operated financial institution.
The Corporation is not dependent upon a single customer, or a few customers, the loss of which
would have a material adverse effect on the Corporation.
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Competitive Business Conditions/Competitive Position
The Corporations current primary service area, generally characterized as Greater Northern Lehigh
County and Southern Carbon County, Pennsylvania, is characterized by intense competition for
banking business. The bank competes with local commercial banks as well as numerous regionally
based commercial banks, most of which have assets, capital, and lending limits larger than that of
Neffs. The bank competes with respect to its lending activities as well as in attracting demand,
savings, and time deposits with other commercial banks, savings banks, insurance companies,
regulated small loan companies, credit unions and with issuers of commercial paper and other
securities such as shares in money market funds. The business of the bank is not seasonal in
nature.
Other institutions may have the ability to finance wide-ranging advertising campaigns, and to
allocate investment assets to regions of highest yield and demand. Many institutions offer
services such as trust services and international banking which Neffs does not directly offer (but
which the bank may offer indirectly through other institutions).
In commercial transactions, the banks legal lending limit to a single borrower (approximately
$6,275,000 as of December 31, 2007) enables it to compete effectively for the business of smaller
companies.
In consumer transactions, the bank believes it is able to compete on a substantially equal basis
with larger financial institutions because it offers longer hours of operation, personalized
service and competitive interest rates on savings and time accounts with low or no minimum deposit
requirements.
In order to compete with other financial institutions both within and beyond its primary service
area, the bank uses, to the fullest extent possible, the flexibility which independent status
permits. This includes an emphasis on specialized services for the small business person and
professional contacts by the banks officers, directors, and employees, and the greatest possible
efforts to understand fully the financial situation of relatively small borrowers. The size of
such borrowers, in managements opinion, often inhibits close attention to their needs by larger
institutions.
The bank endeavors to be competitive with all competing financial institutions in this primary
service area with respect to interest rates paid on time and savings deposits, its overdraft
charges on deposit accounts, and interest rates charged on loans.
Supervision and Regulations
The following discussion sets forth certain of the material elements of the regulatory framework
applicable to bank holding companies and their subsidiaries and provides certain specific
information relevant to the Corporation. The regulatory framework is intended primarily for the
protection of depositors, other customers and the Federal Deposit Insurance Funds and not for the
protection of security holders. To the extent that the following information describes statutory
and regulatory provisions, it is qualified in its entirety by reference to the particular statutory
and regulatory provisions. A change in applicable statutes or regulatory policy may have a
material effect on the business of the company.
The Corporation
The Corporation is subject to the jurisdiction of the SEC and of state securities commissions for
matters relating to the offering and sale of its securities and is subject to the SECs rules and
regulations relating to periodic reporting, reporting to stockholders, proxy solicitation and
insider trading.
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The Corporation is subject to the provisions of the Bank Holding Company Act of 1956, as amended.
The Corporation is subject to supervision and examination by the FRB. Under the Bank Holding
Company Act, the Corporation must secure the prior approval of the FRB before it may own or
control, directly or indirectly, more than 5% of the voting shares or substantially all of the
assets of any institution, including another bank (unless it already owns a majority of the voting
stock of the bank).
Satisfactory financial condition, particularly with regard to capital adequacy, and satisfactory
Community Reinvestment Act ratings are generally prerequisites to obtaining federal regulatory
approval to make acquisitions. Neffs is currently rated satisfactory under the Community
Reinvestment Act.
The Corporation is required to file an annual report with the FRB and any additional information
the FRB may require pursuant to the Bank Holding Company Act. The FRB may also make examinations
of the Corporation and its subsidiaries. Further, a bank holding company and its subsidiaries are
prohibited from engaging in certain tie-in arrangements in connection with the extension of credit
or provision for any property or service. Thus, an affiliate of the Corporation, such as the bank,
may not condition the extension of credit, the lease or sale of property or furnishing of any
services on (i) the customers obtaining or providing some additional credit, property or services
from or to the Corporation or its subsidiary or (ii) the customers refraining from doing business
with a competitor of the Corporation or of its subsidiary. The Corporation or the bank may impose
conditions to the extent necessary to reasonably assure the soundness of credit extended.
Subsidiary banks of a bank holding company are subject to certain restrictions imposed by the
Federal Reserve Act on (i) any extension of credit to the bank holding company or any of its
subsidiaries, (ii) investments in the stock or other securities of the bank holding company, and
(iii) taking the stock or securities of the bank holding company as collateral for loans to any
borrower.
The Bank
As a nationally chartered commercial banking association, the bank is subject to regulation,
supervision and regular examination by the Office of the Comptroller of the Currency (OCC) and is
required to furnish quarterly reports to the OCC. The bank is a member of the FRB. The banks
deposits are insured by the FDIC up to applicable legal limits. Some of the aspects of the lending
and deposit business of the bank that are regulated by these agencies include personal lending,
mortgage lending and reserve requirements with respect to the extension of credit, credit
practices, the disclosure of credit terms and discrimination in credit transactions.
The approval of the OCC is required for the establishment of additional branch offices.
Under the Change in Bank Control Act of 1978, subject to certain exceptions, no person may acquire
control of the bank without giving at least sixty days prior written notice to the OCC. Under this
Act and the regulations promulgated there under, control of the bank is generally presumed to be
the power to vote ten percent (10%) or more of the common stock. The OCC is empowered to
disapprove any such acquisition of control.
The amount of funds that Neffs may lend to a single borrower is limited generally under the
National Bank Act to 15% of the aggregate of its capital, surplus and undivided profits and capital
securities (all as defined by statute and regulation).
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The OCC has authority under the National Bank Act to prohibit national banks from engaging in any
activity that, in the OCCs opinion, constitutes an unsafe or unsound practice in conducting their
businesses. The FRB has similar authority with respect to the Corporation.
As a consequence of the extensive regulation of commercial banking activities in the United States,
the banks business is particularly susceptible to being affected by federal and state legislation
and regulations that may affect the cost of doing business.
Recent Legislation
USA Patriot Act.
In the wake of the tragic events of September 11, 2001, President Bush signed into law the Uniting
and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct
Terrorism (USA PATRIOT) Act of 2001 on October 26, 2001. Under the USA PATRIOT Act, financial
institutions are subject to prohibitions against specified financial transactions and account
relationships as well as enhanced due diligence and know your customer standards in their
dealings with foreign financial institutions and foreign customers. For example, the enhanced due
diligence policies, procedure, and controls generally required financial institutions to take
reasonable steps:
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To conduct enhanced scrutiny of account relationships to guard against money laundering
and report any suspicious transactions;
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To ascertain the identity of the nominal and beneficial owners of and the source of
funds deposited into, each account as needed to guard against money laundering and report
any suspicious transactions;
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To ascertain regarding any foreign bank, the shares of which are not publicly traded,
the identity of the owners of the foreign bank, and the nature and extent of the ownership
interest of each such owners; and
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To ascertain whether any foreign bank provides correspondent accounts to other foreign
banks and if so, the identity of those foreign banks and related due diligence information.
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Under the USA PATRIOT Act, financial institutions were required to establish anti-money laundering
programs by April 25, 2002. The USA PATRIOT Act sets forth minimum standards for these programs,
including:
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The development of internal policies, procedures, and controls;
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The designation of a compliance officer;
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An ongoing employee training program; and
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An independent audit function to test the programs.
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In addition, the USA PATRIOT Act authorizes the Secretary of the Treasury to adopt rules increasing
the cooperation and information sharing between financial institutions, regulators, and law
enforcement authorities regarding individuals, entities and organizations engaged in, or reasonably
suspected based on credible evidence of engaging in, terrorist acts or money laundering activities.
Any financial institutions complying with these rules will not be deemed to have violated the
privacy provisions of the Gramm-Leach Bliley Act. The bank does not have any significant
international banking relationships,
and finds and anticipates that the USA PATRIOT Act does not and will not have a material effect on
its business or operations.
5
Sarbanes-Oxley Act of 2002
On July 30, 2002, President Bush signed into law the Sarbanes-Oxley Act of 2002. The
Sarbanes-Oxley Act represents a comprehensive revision of laws affecting corporate governance,
accounting obligations and corporate reporting. The Sarbanes-Oxley Act is applicable to all
companies with equity or debt securities registered or that file reports under the Securities
Exchange Act of 1934. In particular, the Sarbanes-Oxley Act has established: (i) new requirements
for audit committees, including independence, expertise, and responsibilities; (ii) additional
responsibilities regarding financial statements for the Chief Executive Officer and Chief Financial
Officer of the reporting company; (iii) new standards for auditors and regulation of auditors; (iv)
increased disclosure of reporting obligations for the reporting company and its directors and
executive officers; and (v) new and increased civil and criminal penalties for violations of the
securities laws. Many of the provisions were effective immediately while other provisions become
effective over a period of time and are subject to rulemaking by the SEC. Because the
Corporations common stock is registered with the SEC, it is currently subject to this Act.
We have incurred additional expense in complying with the provisions of the Sarbanes-Oxley Act and
regulations implemented by the SEC, particularly those regulations relating to the establishment of
internal controls over financial reporting.
National Monetary Policy
In addition to being affected by general economic conditions, the earnings and growth of the
Corporation are affected by the policies of regulatory authorities, including the OCC, the FRB and
the FDIC. An important function of the FRB is to regulate the money supply and credit conditions.
Among the instruments used to implement these objectives are open market operations in U. S.
Government securities, setting the discount rate, and changes in reserve requirements against bank
deposits.
The monetary policies and regulations of the FRB have had a significant effect on the operating
results of commercial banks in the past and are expected to continue to do so in the future. The
effects of such policies upon the future business, earnings, and growth of the Corporation cannot
be predicted.
Effect of Inflation
Inflation has some impact on the banks operating costs. Unlike industrial companies, however,
substantially all of the banks assets and liabilities are monetary in nature. As a result,
interest rates have a more significant impact on the banks performance than the general levels of
inflation. Over short periods of time, interest rates may not necessarily move in the same
direction or in the same magnitude as prices of goods and services.
Environmental Laws
There are several federal and state statutes that regulate the obligations and liabilities of
financial institutions pertaining to environmental issues. In addition to the potential for
attachment of liability resulting from its own actions, a bank may be held liable, under certain
circumstances, for the actions of its borrowers, or third parties, when such actions result in
environmental problems on properties that collateralize loans held by the bank. Further, the
liability has the potential to far exceed the original amount of the loan issued by the bank.
Currently, neither the Corporation nor the bank is a party to any
pending legal proceeding pursuant to any environmental statute, nor are the Corporation and the
bank aware of any circumstances that may give rise to liability under any such statue.
6
Item 1A. Risk Factors
The Corporation is Subject to Interest Rate Risk
Income and cash flows and the value of assets depend to a great extent on the difference between
the interest rates earned on interest-earning assets, such as loans and investment securities, and
the interest rates paid on interest-bearing liabilities such as deposits and borrowings. These
rates are highly sensitive to many factors which are beyond the banks control, including general
economic conditions and policies of various governmental and regulatory agencies and, in
particular, the Board of Governors of the Federal Reserve System. Changes in monetary policy,
including changes in interest rates, will influence not only the interest received on loans and
investment securities and the amount of interest paid on deposits and borrowings but it will also
affect the ability to originate loans and obtain deposits and the value of the investment
portfolio. If the rate of interest paid on deposits and other borrowings increases more than the
rate of interest earned on loans and other investments, net interest income and earnings could be
adversely affected. Earnings also could be adversely affected if the rates on loans and other
investments fall more quickly than those on deposits and other borrowings.
The Corporations Profitability Depends Significantly on Economic Conditions in the Commonwealth of
Pennsylvania
The Corporations success depends primarily on the general economic conditions of the Commonwealth
of Pennsylvania and the specific local markets in which the Corporation operates. Unlike larger
national or other regional banks that are more geographically diversified, the Corporation provides
banking and financial services to customers primarily in the Northern Lehigh Valley area. The local
economic conditions in these areas have a significant impact on the demand for the Corporations
products and services as well as the ability of the Corporations customers to repay loans, the
value of the collateral securing loans and the stability of the Corporations deposit funding
sources. A significant decline in general economic conditions, caused by inflation, recession,
subprime loan deterioration, acts of terrorism, outbreak of hostilities or other international or
domestic occurrences, unemployment, changes in securities markets or other factors could impact
these local economic conditions and, in turn, have a material adverse effect on the Corporations
financial condition and results of operations. The Corporation is not directly involved in any
type of subprime lending.
The Corporations Allowance for Loan Losses May be Insufficient
Financial condition and results of operations could be adversely affected if the allowance for loan
losses is not sufficient to absorb actual losses or if the bank is required to increase the
allowance. Despite underwriting criteria, the bank may experience loan delinquencies and losses.
In order to absorb losses associated with nonperforming loans, the allowance for loan losses is
based on, among other things, historical experience, an evaluation of economic conditions, and
regular reviews of delinquencies and loan portfolio quality. Determination of the allowance
inherently involves a high degree of subjectivity and requires significant estimates of current
credit risks and future trends, all of which may undergo material changes. At any time there are
likely to be loans in the portfolio that will result in losses but that have not been identified as
nonperforming or potential problem credits. The bank cannot be sure that all deteriorating credits
are identified before they become nonperforming assets or that losses will
be able to be limited on those loans that are identified. The bank may be required to increase the
allowance for loan losses for any of several reasons. State and federal regulators, in reviewing
the loan portfolio as part of a regulatory examination, may request that an increase be made to the
allowance for loan losses. Changes in economic conditions affecting borrowers, new information
regarding existing loans, identification of additional problem loans and other factors, both within
and outside of the banks control, may require an increase in the allowance. In addition, if
charge-offs in future periods exceed the allowance for loan losses, the bank will need additional
increases in the allowance for loan losses.
7
Any increases in the allowance for loan losses will result in a decrease in net income and,
possibly, capital, and may materially affect the results of operations in the period in which the
allowance is increased.
The Corporation Operates in a Highly Competitive Industry and Market Area
Neffs faces substantial competition in all phases of operation from a variety of different
competitors, including commercial banks, savings and loan associations, mutual savings banks,
credit unions, consumer finance companies, factoring companies, leasing companies, insurance
companies and money market mutual funds. There is very strong competition among financial services
providers in the principal service area. Competitors may have greater resources, higher lending
limits or larger branch systems. Accordingly, they may be able to offer a broader range of
products and services as well as better pricing for those products or services.
In addition, some of the competing financial services organizations are not subject to the same
degree of regulations as are imposed on federally insured financial institutions. As a result,
those non-bank competitors may be able to access funding and provide various services more easily
or at less cost, adversely affecting the ability to compete effectively.
The Corporation is Subject to Extensive Government Regulation and Supervision
The banking industry is heavily regulated. Banking regulations are primarily intended to protect
the federal deposit insurance funds and depositors, not shareholders. Changes in laws,
regulations, and regulatory practices affecting the banking industry may increase costs of doing
business or otherwise adversely affect banks and create competitive advantages for others.
Regulations affecting banks and financial services companies undergo continuous change, and the
bank cannot predict the ultimate effect of these changes, which could have a material adverse
effect on profitability or financial condition.
The Corporation May Not be Able to Attract and Retain Skilled People
The Corporations success depends, in large part, on its ability to attract and retain key people.
Competition for the best people in most activities engaged in by the Corporation can be intense and
the Corporation may not be able to hire people or to retain them. The unexpected loss of services
of one or more of the Corporations key personnel could have a material adverse impact on the
Corporations business because of their skills, knowledge of the Corporations market, years of
industry experience and the difficulty of promptly finding qualified replacement personnel. The
Corporation does not currently have employment agreements or non-competition agreements with any of
its senior officers.
The Corporation is Subject to Environmental Liability Risk Associated with Lending Activities
Environmental liability associated with lending activities could result in losses. In the course
of business, the bank may foreclose on and take title to properties securing loans. If hazardous
substances were discovered on any of these properties, the bank could be liable to governmental
entities or third parties for the costs of remediation of the hazard, as well as for personal
injury and property damage. Many environmental laws can impose liability regardless of whether the
bank knew of, or was responsible for, the contamination. In addition, if the bank arranges for the
disposal of hazardous or toxic substances at another site, costs may be incurred for cleaning up
and removing those substances from the site even if the bank neither owned nor operated the
disposal site. Environmental laws may require the bank to incur substantial expenses and may
materially limit the use of properties acquired through foreclosure, reduce their value or limit
the ability to sell them in the event of a default on the loans they secure. In addition, future
laws or more stringent interpretations or enforcement policies with respect to existing laws may
increase exposure to environmental liability.
8
The Corporation Continually Encounters Technological Change
Failure to implement new technologies for operations may adversely affect growth or profits. The
market for financial services, including banking services and consumer finance services is
increasingly affected by advances in technology, including developments in telecommunications, data
processing, computers, automation, Internet-based banking and telebanking. The ability to compete
successfully in markets may depend on the ability to exploit such technological changes. However,
no assurance can be given that management will be able to properly or timely anticipate or
implement such technologies or properly train employees to use such technologies. Any failure to
adapt to new technologies could adversely affect the financial condition or operating results of
the Corporation.
The Corporations ability to pay dividends depends primarily on dividends from its banking
subsidiary, which is subject to regulatory limits.
The Corporation is a bank holding company and its operations are conducted by its subsidiary. Its
ability to pay dividends depends on its receipt of dividends from its subsidiary. Dividend payments
from its banking subsidiary are subject to legal and regulatory limitations, generally based on net
profits and retained earnings, imposed by the various banking regulatory agencies. The ability of
its subsidiary to pay dividends is also subject to its profitability, financial condition, capital
expenditures and other cash flow requirements. There is no assurance that its subsidiary will be
able to pay dividends in the future or that the Corporation will generate adequate cash flow to pay
dividends in the future. The Corporations failure to pay dividends on its common stock could have
a material adverse effect on the market price of its common stock.
Item 1B. Unresolved Staff Comments
None.
Item 2. Properties
Main Office
The main office of Neffs is located at 5629 PA Route 873, North Whitehall Township, Neffs, PA
18065. The bank owns and occupies a 12,475 square feet building, containing a banking floor,
lobby, administrative offices, lending offices, operations center, and executive offices. During
2001, the bank completed construction of two (2) additional lanes, for a total of five (5) lanes,
to its drive thru facility located adjacent to the main building. The bank also owns a vacant lot
behind the headquarters. Situated on the lot are a baseball field, basketball court and playground
facility, all of which are available for use by the public.
The Corporation also owns property at 5645 PA Route 873, Neffs, PA 18065, which is a one and one
half (1
1
/
2
) story single family dwelling with approximately 2,570 square feet of living space. This
property is currently being leased.
Item 3. Legal Proceedings
The Corporation is subject to certain legal proceedings and claims arising in the ordinary course
of business. It is managements opinion that the ultimate resolution of these claims will not have
a material adverse effect on the Corporations financial position and results of operations.
Item 4. Submission of Matters to a Vote of Security Holders
No matter was submitted during the fourth quarter of the fiscal year covered by this report to a
vote of security holders.
9
Part II.
Item 5. Market For Registrants Common Equity, Related Stockholder Matters and Issuer Purchases of
Equity Securities
The Corporations common stock is currently quoted on the National Quotations Bureaus Electronic
Quotations Service (Pink Sheet) under the trading symbol NEFB. The Corporations common stock is
traded over-the-counter from time to time, primarily in the Corporations geographic service area,
through several local market makers.
The following table sets forth the prices at which common stock has traded during the last two (2)
fiscal years. As of December 31, 2007, there were approximately 630 holders of record of the
Corporations common stock.
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|
|
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|
|
|
|
|
Sales Prices
|
Quarter Ended:
|
|
High
|
|
Low
|
March 31, 2007
|
|
$
|
256.00
|
|
|
$
|
256.00
|
|
June 30, 2007
|
|
|
262.00
|
|
|
|
262.00
|
|
September 30, 2007
|
|
|
263.00
|
|
|
|
263.00
|
|
December 31, 2007
|
|
|
263.00
|
|
|
|
263.00
|
|
|
|
|
|
|
|
|
|
|
March 31, 2006
|
|
$
|
245.00
|
|
|
$
|
245.00
|
|
June 30, 2006
|
|
|
253.00
|
|
|
|
253.00
|
|
September 30, 2006
|
|
|
253.00
|
|
|
|
253.00
|
|
December 31, 2006
|
|
|
256.00
|
|
|
|
256.00
|
|
The Corporation purchased 7,186 shares at $263 per share during 2007 and no shares during 2006.
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|
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|
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|
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|
|
|
|
|
|
|
|
|
Maximum number
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|
|
|
|
|
|
|
|
|
|
Total number of
|
|
(or dollar value) of
|
|
|
|
|
|
|
|
|
|
|
shares purchased
|
|
shares that may
|
|
|
|
|
|
|
|
|
|
|
as part of publicly
|
|
yet be purchased
|
|
|
Total number of
|
|
Price paid per
|
|
announced plans
|
|
under the plans or
|
Period
|
|
shares purchased
|
|
share
|
|
or programs
|
|
programs
|
|
September 18, 2007
|
|
|
7,186
|
|
|
$
|
263.00
|
|
|
|
N/A
|
|
|
|
N/A
|
|
Dividends and Dividend History
The Corporation has historically distributed to stockholders a dividend on May 15
th
and
November 15
th
of each year. In 2007 a dividend of $2.00 per share was paid to
stockholders on May 15
and a dividend of $2.00 per share was paid on November 15. In
2006 a dividend of $2.00 per share was paid to stockholders on May 15, and a dividend of $2.00 per
share was paid on November 15.
The holders of common stock of the Corporation are entitled to receive dividends as may be declared
by the Board of Directors with respect to the common stock out of funds of the Corporation. While
the Corporation is not subject to certain restrictions on dividends and stock redemptions
applicable to a bank, the ability of the Corporation to pay dividends to the holders of its common
stock will depend to a large extent upon the amount of dividends paid by the bank to the
Corporation.
The ability of the Corporation to pay dividends on its common stock in the future will depend on
the earnings and the financial condition of the bank and the Corporation. The Corporations
ability to pay
10
dividends will be subject to the prior payment by the Corporation of principal and interest on any
debt obligations it may incur in the future as well as other factors that may exist at the time.
Regulatory authorities restrict the amount of cash dividends the bank can declare without prior
regulatory approval.
The Corporation currently does not maintain any equity compensation plans.
Shareholder Return Performance Graph
The following graph compares the yearly dollar change in the cumulative total shareholder return on
Neffs Bancorp, Inc.s common stock against the cumulative total return of the NASDAQ Composite, and
the Neffs Bancorp, Inc.s Peer Groups for the period of five fiscal years commencing December 31,
2002, and ending December 31, 2007. The graph shows the cumulative investment return to
shareholders based on the assumption that a $100 investment was made on December 31, 2002, in each
of Neffs Bancorp, Inc.s common stock, the NASDAQ Composite and the Neffs Bancorp, Inc., Peer
Groups. We computed returns assuming the reinvestment of all dividends. The shareholder return
shown on the following graph is not indicative of future performance.
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|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Period Ending
|
Index
|
|
12/31/02
|
|
12/31/03
|
|
12/31/04
|
|
12/31/05
|
|
12/31/06
|
|
12/31/07
|
|
Neffs Bancorp, Inc.
|
|
|
100.00
|
|
|
|
114.83
|
|
|
|
121.83
|
|
|
|
129.86
|
|
|
|
135.45
|
|
|
|
145.61
|
|
NASDAQ Composite
|
|
|
100.00
|
|
|
|
150.01
|
|
|
|
162.89
|
|
|
|
165.13
|
|
|
|
180.85
|
|
|
|
198.60
|
|
Neffs Bancorp 2006 Peer Group
|
|
|
100.00
|
|
|
|
122.52
|
|
|
|
125.56
|
|
|
|
132.55
|
|
|
|
129.60
|
|
|
|
133.95
|
|
Neffs Bancorp 2007 Peer Group
|
|
|
100.00
|
|
|
|
112.96
|
|
|
|
117.10
|
|
|
|
123.24
|
|
|
|
122.90
|
|
|
|
106.73
|
|
The Neffs Bancorp 2006 Peer Group Index consists of American Bank Inc., East Penn
Financial Corp (acquired 11/19/07)., Mauch Chunk Financial Corp., New Tripoli Bancorp. Inc.,
The Neffs Bancorp 2007 Peer Group Index consists of American Bank Inc., First Star Bancorp Inc.,
Mauch Chunk Financial Corp., MNB Corp., New Tripoli Bancorp Inc., JTNB Bancorp Inc.,
|
|
|
|
|
|
Source: SNL Financial LC Charlottesville. VA
@2008
|
|
(434)977-1600
WWW.snl.com
|
11
Item 6. Selected Financial Data
The information under the caption Selected Financial Data in the Corporations Annual Report to
Shareholders for the year ended December 31, 2007, which pages are included in Exhibit 13 hereto,
are incorporated in their entirety by reference in response to this Item 6.
Item 7. Managements Discussion and Analysis of Financial Condition and
Results of Operations
The information under the caption Managements Discussion and Analysis of Financial Condition and
Results of Operations in the Corporations Annual Report to Shareholders for the year ended
December 31, 2007, which pages are included in Exhibit 13 hereto, are incorporated in their
entirety by reference in response to this Item 7.
Item 7A. Quantitative and Qualitative Disclosures about Market Risk
In an effort to assess market risk, the bank utilizes a simulation model to determine the
effect of increases or decreases in market interest rates on net interest income and net income.
The simulation model assumes a hypothetical gradual shift in market interest rates over a
twelve-month period. This is based on a review of historical changes in market interest rates and
the level and curve of current interest rates. The simulated results represent the hypothetical
effects to the banks net interest income and net income. Projections for loan and deposit growth
were ignored in the simulation model. The simulation model includes all of the banks earning
assets and interest-bearing liabilities and assumes a parallel and prorated shift in interest rates
over a twelve-month period. The percentage declines in the table below are measured as percentage
changes from the values of simulated net interest income in the current rate scenario and the
impact of those changes on the prior years net income.
The aforementioned assumptions are revised based on defined scenarios of assumed speed and
direction changes of market interest rates. These assumptions are inherently uncertain due to the
timing, magnitude and frequency of rate changes and changes in market conditions, as well as
management strategies, among other factors. Because it is difficult to accurately quantify into
assumptions the reaction of depositors and borrowers to market interest rate changes, the actual
net interest income and net income results may differ from simulated results. While assumptions
are developed based upon current economic and local market conditions, management cannot make any
assurances as to the predictive nature of these assumptions.
The following table reflects the banks net interest income sensitivity analysis as of December 31,
2007 and 2006. The schedule indicates that as of December 31, 2007, a hypothetical 200 basis point
decline in prevailing market interest rates would cause the banks net interest income to decline
less then 1% from the current rate scenario. The computations do not contemplate any action
management or the Asset/Liability Management Committee could undertake in response to changes in
market conditions or market interest rates.
12
|
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|
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|
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|
|
|
|
|
|
2007
|
|
2006
|
|
|
Change in
|
|
|
|
|
|
Change in
|
|
|
|
|
Net Interest
|
|
Percentage
|
|
Net Interest
|
|
Percentage
|
(dollars in thousands)
|
|
Income
|
|
Change
|
|
Income
|
|
Change
|
Policy Limit
|
|
|
|
|
|
|
±
5.0
|
%
|
|
|
|
|
|
|
±
5.0
|
%
|
|
Down 200 basis points
|
|
|
$(4
|
)
|
|
|
(0.1
|
%)
|
|
|
$(6
|
)
|
|
|
(0.1
|
%)
|
Down 100 basis points
|
|
|
15
|
|
|
|
0.2
|
%
|
|
|
19
|
|
|
|
0.3
|
%
|
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|
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|
|
|
|
|
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|
|
|
|
|
|
|
Up 100 basis points
|
|
|
25
|
|
|
|
0.4
|
%
|
|
|
2
|
|
|
|
0.0
|
%
|
Up 200 basis points
|
|
|
(19
|
)
|
|
|
(0.3
|
%)
|
|
|
(7
|
)
|
|
|
(0.1
|
%)
|
Item 8. Financial Statements and Supplementary Data
The financial statements in the Corporations Annual Report to Shareholders for the year ended
December 31, 2007, which pages are included in Exhibit 13 hereto, are incorporated in their
entirety by reference in response to this Item 8.
Item 9. Changes In and Disagreements with Accountants on Accounting and
Financial Disclosure
None.
Item 9A. Controls and Procedures
Disclosure Controls and Procedures
The Corporation maintains controls and procedures designed to ensure that information required to
be disclosed in the reports that the Corporation files or submits under the Securities and Exchange
Act of 1934 is recorded, processed, summarized and reported within the time periods specified in
the rules and forms of the SEC. Based upon their evaluation of those controls and procedures as of
December 31, 2007, the chief executive officer and principal financial officer of the Corporation
concluded that the Corporations disclosure controls and procedures were effective.
Internal Controls Over Financial Reporting
The Corporation made no significant changes in its internal controls or in other factors that could
significantly affect these controls during the fourth quarter of the year ended December 31, 2007,
including any corrective actions with regard to significant deficiencies and material weaknesses.
Item 9A(T). Controls and Procedures
Report of Managements Assessment of Internal Control over Financial Reporting
Management is responsible for designing, implementing, documenting, and maintaining an adequate
system of internal control over financial reporting. An adequate system of internal control over
financial reporting encompasses the processes and procedures that have been established by
management to:
|
§
|
|
maintain records that accurately reflect the companys transactions;
|
|
|
§
|
|
prepare financial statement and footnote disclosures in accordance with GAAP that can be
relied upon by external users;
|
|
|
§
|
|
prevent and detect unauthorized acquisition, use or disposition of the companys assets
that could have a material effect on the financial statements.
|
13
Management conducted an evaluation of the effectiveness of the Corporations internal control over
financial reporting based on the criteria in
Internal Control-Integrated Framework
issued by the
Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this evaluation
under the criteria in Internal Control- Integrated Framework, management concluded that internal
control over financial reporting was effective as of December 31, 2007. Furthermore, during the
conduct of its assessment, management identified no material weakness in its financial reporting
control system.
The Board of Directors of Neffs Bancorp, Inc., through its Audit Committee, provides oversight to
managements conduct of the financial reporting process. The Audit Committee, which is composed
entirely of independent directors, is also responsible to recommend the appointment of independent
public accountants. The Audit Committee also meets with management, the internal audit staff, and
the independent public accountants throughout the year to provide assurance as to the adequacy of
the financial reporting process and to monitor the overall scope of the work performed by the
internal audit staff and the independent public accountants.
Because of its inherent limitations, our disclosure controls and procedures may not prevent or
detect misstatements. A control system, no matter how well conceived and operated, can only
provide reasonable, not absolute, assurance that the objectives of the control system are met.
Because of the inherent limitations in all control systems, no evaluation of controls can provide
absolute assurance that all control issues and instances of fraud, if any, have been detected.
Also, projections of any evaluation of effectiveness to future periods are subject to the risk that
controls may become inadequate because of changes in conditions or that the degree of compliance
with the policies or procedures may deteriorate.
This annual report does not include an attestation report of the companys registered public
accounting firm regarding internal control over financial reporting. Managements report was not
subject to attestation by the Corporations registered public accounting firm pursuant to temporary
rules of the Securities and Exchange Commission that permit the Corporation to provide only
managements report in this annual report.
|
|
|
|
|
|
|
/s/ John J. Remaley
President & CEO
|
|
|
|
/s/ Kevin A. Schmidt
Principle Financial Officer
|
|
|
Item 9B. Other Information
None.
Part III.
Item 10. Directors, Executive Officers and Corporate Governance
The information under the captions Governance of the Corporation, Information about Nominees and
Continuing Directors, Executive Officers, and Section 16(a) Beneficial Ownership Reporting
Compliance are incorporated here by reference to Neffs Bancorp, Inc.s proxy statement for its
2008 Annual Meeting of Shareholders scheduled for May 14, 2008.
The Corporation has adopted a Code of Ethics that applies to directors, officers and employees of
the Corporation and the bank, including the Chief Executive Officer and senior financial officers.
A copy of the Code of Ethics was included as an exhibit to the Corporations Form 10-K for the year
ended December 31, 2003 and filed with the Securities and Exchange Commission. A request for the
14
Corporations Code of Ethics can be made in either writing to David C. Matulevich, Neffs Bancorp,
Inc., 5629 Route 873, P.O. Box 10, Neffs, PA 18065-0010 or by telephone to 610-767-3875.
Item 11. Executive Compensation
The information under the caption Executive Compensation is incorporated here by reference to
Neffs Bancorp, Inc.s proxy statement for its 2008 Annual Meeting of Shareholders scheduled for May
14, 2008.
Item 12. Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters.
The information under the caption Security Ownership of Certain Beneficial Owners and Management
and Related Stockholder Matters is incorporated here by reference to Neffs Bancorp, Inc.s proxy
statement for its 2008 Annual Meeting of Shareholders scheduled for May 14, 2008.
The Corporation currently does not maintain any equity compensation plans.
Item 13. Certain Relationships and Related Transactions, and Director Independence
The information under the caption Transactions with Directors and Executive Officers is
incorporated here by reference to Neffs Bancorp, Inc.s proxy statement for its 2008 Annual Meeting
of Shareholders scheduled for May 14, 2008.
Item 14. Principal Accountant Fees and Services
The information under the caption Report of the Audit Committee is incorporated here by reference
to Neffs Bancorp, Inc.s proxy statement for its 2008 Annual Meeting of Shareholders scheduled for
May 14, 2008.
Part IV
Item 15. Exhibits and Financial Statement Schedules
|
|
|
|
|
|
|
No.
|
|
|
|
|
|
Description
|
(a)
|
|
|
(1
|
)
|
|
Financial Statements are incorporated by reference from the 2007 Annual
Report.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Report of Independent Registered Public Accounting Firm
|
|
|
|
|
|
|
Consolidated Statements of Financial Condition
|
|
|
|
|
|
|
Consolidated Statements of Income
|
|
|
|
|
|
|
Consolidated Statements of Stockholders Equity
|
|
|
|
|
|
|
Consolidated Statements of Cash Flows
|
|
|
|
|
|
|
Notes to Consolidated Financial Statements
|
|
|
|
|
|
|
|
|
|
|
(2
|
)
|
|
Financial Statements Schedules (This item is omitted since
information required is either not applicable or is included in the footnotes to
the Annual Financial Statements.)
|
|
|
|
|
|
|
|
|
|
|
(3
|
)
|
|
The following exhibits are filed as part of this Form 10-K, and
this list includes the Exhibits Index.
|
|
|
|
|
|
|
|
|
|
|
3
|
(i)
|
|
Amended and Restated Articles of Incorporation of Neffs Bancorp, Inc.
(Incorporated by reference to Exhibit 3(i) of the Registration Statement on Form
10 dated and as filed with Commission on April 27, 2001.)
|
15
|
|
|
|
|
|
|
No.
|
|
|
|
|
|
Description
|
|
|
3 (ii)
|
|
Amended and Restated Bylaws of Neffs Bancorp, Inc. (Incorporated by reference to
Exhibit 99.1 of the Current Report on
Form 8-K
dated and as filed with the Commission on February 27, 2002.)
|
|
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|
|
|
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|
|
|
|
11
|
|
|
Statement re: computation of per share earnings. See Consolidated Statements
of Income and Note 1 to the Consolidated Financial Statements included in the
Annual Report set forth as Exhibit 13 hereto.
|
|
|
|
|
|
|
|
|
|
|
13
|
|
|
Excerpts from Neffs Bancorp, Inc. Annual Report to Stockholders.
|
|
|
|
|
|
|
|
|
|
|
14
|
|
|
Code of Ethics (incorporated by reference to Exhibit 14 to the Form 10-K of the
registrant filed on April 1, 2002.)
|
|
|
|
|
|
|
|
|
|
|
21
|
|
|
Subsidiary of the Registrant (incorporated by reference to Exhibit 21 to the
Form 10-K of the registrant filed on April 1, 2002.)
|
|
|
|
|
|
|
|
|
|
|
31.1
|
|
|
Certification of Chief Executive Officer pursuant to Rule 13a-14(a)/15d-14(a)
|
|
|
|
|
|
|
|
|
|
|
31.2
|
|
|
Certification of Principal Financial Officer pursuant to Rule 13a-14(a)/15d-14(a)
|
|
|
|
|
|
|
|
|
|
|
32.1
|
|
|
Certification of Chief Executive Officer pursuant to Section 1350 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
|
|
|
32.2
|
|
|
Certification of Principal Financial Officer pursuant to Section 1350 of the
Sarbanes-Oxley Act of 2002.
|
|
|
|
|
|
|
|
(b)
|
|
|
|
|
|
Exhibits required by item 601 of Regulation SK.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
See Item 15(a) (3) above.
|
16
Signatures
Pursuant to the requirements of Section 13 or 15 (d) of the Securities and Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the registrant and in the
capacities and on the dates indicated.
|
|
|
|
|
|
Neffs Bancorp, Inc.
|
|
Date: March 31, 2008
|
By:
|
/s/ John J. Remaley
|
|
|
|
John J. Remaley
|
|
|
|
President and
Chief Executive Officer
|
|
|
Pursuant to the requirement of the Securities and Exchange Act of 1934, this report has been signed
below by the following persons on behalf of the registrant and in the capacities and on the dates
indicated.
|
|
|
|
|
Signatures
|
|
Title
|
|
Date
|
|
|
|
|
|
/s/ John J. Remaley
John J. Remaley
|
|
President, Chief Executive
Officer and Director
|
|
March 31,
2008
|
|
|
|
|
|
/s/Herman P. Snyder
Herman P. Snyder
|
|
Vice President and Director
|
|
March 31,
2008
|
|
|
|
|
|
/s/Robert B. Heintzelman
Robert B. Heintzelman
|
|
Director
|
|
March 31,
2008
|
|
|
|
|
|
/s/Mary Ann Wagner
Mary Ann Wagner
|
|
Director
|
|
March 31,
2008
|
|
|
|
|
|
/s/John F. Simock
John F. Simock
|
|
Director
|
|
March 31,
2008
|
|
|
|
|
|
/s/Kevin A. Schmidt
Kevin A. Schmidt
|
|
Treasurer and Director
|
|
March 31,
2008
|
|
|
|
|
|
/s/John F. Sharkey, Jr.
John F. Sharkey, Jr.
|
|
Director
|
|
March 31,
2008
|
|
|
|
|
|
/s/Duane A. Schleicher
Duane A. Schleicher
|
|
Director
|
|
March 31,
2008
|
17
Neffs Bancorp (PK) (USOTC:NEFB)
Graphique Historique de l'Action
De Mai 2024 à Juin 2024
Neffs Bancorp (PK) (USOTC:NEFB)
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