UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549

FORM 10-K
(Mark One)
x
Annual Report pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934
For the fiscal year ended December 31, 2006 .
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 000-51077

 
Abington Community Bancorp, Inc.
 
 
(Exact Name of Registrant as specified in its charter)
 

Pennsylvania
 
02-0724068
(State or other jurisdiction of
incorporation or organization)
 
(I.R.S. Employer Identification No.)
     

180 Old York Road, Jenkintown, Pennsylvania
 
19046
(Address of principal executive offices)
 
(Zip Code)

Registrant’s telephone number, including area code: 215-886-8280

Securities registered pursuant to Section 12 (b) of the Exchange Act:
 
Title of Each Class
 
Name of Each Exchange on Which Registered
Common Stock (par value $0.01 per share)
 
The Nasdaq Stock Market, LLC

Securities registered pursuant to Section 12 (g) of the Exchange Act: NONE
 
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
o Yes  x No

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

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15 (d) of the Securities Exchange Act 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 if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, or a non-accelerated filer. See definition of “accelerated filer and large accelerated filer” in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer o       Accelerated filer o    Non-accelerated filer x    
 
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act). Yes o No x

The aggregate market value of the shares of common stock of the Registrant issued and outstanding on June 30, 2006, which excludes 10,292,617 shares held by all directors, officers and affiliates of the Registrant as a group (including 8,728,500 shares held by Abington Mutual Holding Company), was approximately $74.9 million. This figure is based on the closing price of $14.98 per share of the Registrant's common stock on June 30, 2006, the last business day of the Registrant's second fiscal quarter.

The number of shares of the Issuer's common stock, par value $0.01 per share, outstanding as of March 9, 2007 was 15,288,154.

DOCUMENTS INCORPORATED BY REFERENCE

Portions of the Registrant’s definitive proxy statement for the 2007 Annual Meeting of Shareholders are incorporated by reference into Part III, Items 10-14 of this Form 10-K.
 



 
ABINGTON COMMUNITY BANCORP, INC.
 
TABLE OF CONTENTS

 
 
Page
PART I
   
1
32
35
35
36
36
     
PART II
   
37
38
40
 
 
 
60
66
108
108
108
     
PART III
   
108
108
108
109
109
     
PART IV
   
109
   
112
 


PART I

ITEM 1. BUSINESS

General

Abington Community Bancorp, Inc. (the “Company”) is a Pennsylvania corporation which was organized to be a mid-tier holding company for Abington Savings Bank. Abington Savings Bank is a Pennsylvania-chartered, FDIC-insured savings bank which conducts business under the name “Abington Bank” (the “Bank” or “Abington Bank”). The Bank is a wholly owned subsidiary of the Company. The Company’s results of operations are primarily dependent on the results of the Bank and the Bank’s wholly owned subsidiaries, ASB Investment Co., Keswick Services II and its wholly owned subsidiaries, and Abington Corp. As of December 31, 2006, the Company, on a consolidated basis, had total assets of $925.2 million, total deposits of $587.0 million, and total stockholders’ equity of $114.1 million.

The Company was formed when the Bank reorganized from a mutual savings bank to a mutual holding company structure in December 2004. Abington Mutual Holding Company, a Pennsylvania corporation, is the mutual holding company parent of the Company. Abington Mutual Holding Company owns approximately 57% of the Company’s outstanding common stock. On November 30, 2006, the Company announced that the Company, the Bank and Abington Mutual Holding Company had adopted a plan to convert from the mutual holding company structure to a full stock-form holding company structure. For further information, see Note 20 in the Notes to the Consolidated Financial Statements in Item 8 herein.
 
Abington Bank is a community-oriented savings bank, which was originally organized in 1867 and is headquartered in Jenkintown, Pennsylvania, approximately eight miles north of center city Philadelphia. Our banking office network currently consists of our headquarters and main office, nine other full-service branch offices and five limited service branch offices. In addition, we maintain a loan processing office in Jenkintown, Pennsylvania. Eleven of our banking offices are located in Montgomery County, Pennsylvania, three are in neighboring Bucks County, Pennsylvania and one is in Delaware County, Pennsylvania. The Bank plans to open two additional branch offices in 2007 - one in Montgomery County and one in Bucks County. Both branch offices are expected to open in mid-2007. Our limited service offices have limited hours of operation and/or are limited to serving customers who live or work in the community in which the limited service office is located. Four of our limited service offices are located in retirement or age restricted communities. We maintain ATMs at all of our banking offices and we also have two off-site ATMs, located at a local grocery store and a local college. We also provide on-line banking and telephone banking services.

We are primarily engaged in attracting deposits from the general public and using those funds to invest in loans and securities. Our principal sources of funds are deposits, repayments of loans and mortgage-backed securities, maturities of investments and interest-bearing deposits, funds provided from operations and funds borrowed from outside sources such as the Federal Home Loan Bank of Pittsburgh. These funds are primarily used for the origination of various loan types including single-family residential mortgage loans, construction loans, non-residential or commercial real estate mortgage loans, home equity loans, commercial business loans and consumer loans. We are an active originator of residential home mortgage loans and home construction loans in our market area. In addition to offering loans and deposits, we also offer securities and annuities to our customers through an affiliation with a third-party broker-dealer.
 

 
The Company’s website address is www.abingtonbank.com . The Company’s annual reports on Form 10-K, quarterly reports on Form 10-Q, current reports on Form 8-K and other documents filed by the Company with the Securities and Exchange Commission (“SEC”) are available free of charge on the Company’s website under the Investor Relations menu. Such documents are available on the Company’s website as soon as reasonably practicable after they have been filed electronically with the SEC.

Forward Looking Statements

This document contains forward-looking statements, which can be identified by reference to a future period or periods or by the use of words such as “would be,” “will,” “estimate,” “project,” “believe,” “intend,” “anticipate,” “plan,” “seek,” “expect” and similar expressions or the negative thereof. These forward-looking statements include:
 
 
·
statements of goals, intentions and expectations;

 
·
statements regarding prospects and business strategy;

 
·
statements regarding asset quality and market risk; and

 
·
estimates of future costs, benefits and results.
 
These forward-looking statements are subject to significant risks, assumptions and uncertainties, including, among other things, the factors discussed under the heading “Risk Factors” in Item 1A herein that could affect the actual outcome of future events and the following factors:
 
 
·
general economic conditions, either nationally or in our market area, that are worse than expected;
     
 
·
changes in the interest rate environment that reduce our interest margins or reduce the fair value of financial instruments;
     
 
·
increased competitive pressures among financial services companies;
     
 
·
changes in consumer spending, borrowing and savings habits;
     
 
·
legislative or regulatory changes that adversely affect our business;
     
 
·
adverse changes in the securities markets;
     
 
·
our ability to successfully manage our growth;
     
 
·
changes in accounting policies and practices, as may be adopted by the bank regulatory agencies, the SEC or the Financial Accounting Standards Board; and
     
 
·
our ability to successfully implement our branch expansion strategy, enter into new markets and/or expand product offerings successfully and take advantage of growth opportunities.
 
2

 
Any of the forward-looking statements that we make in the this Form 10-K and in other public statements we make may turn out to be wrong because of inaccurate assumptions we might make, because or the factors illustrated above or because of other factors that we cannot foresee.

Because of these and other uncertainties, our actual future results may be materially different from the results indicated by these forward-looking statements and you should not rely on such statements.

Market Area and Competition

Our market area is located in Montgomery, Bucks and Delaware Counties, Pennsylvania, which are suburbs of Philadelphia. In addition, particularly with respect to commercial and construction lending, we also make loans in Philadelphia and Chester Counties, Pennsylvania and contiguous counties in New Jersey and Delaware. This area is referred to as the Delaware Valley region.

We face significant competition in originating loans and attracting deposits. This competition stems primarily from commercial banks, other savings banks and savings associations and mortgage-banking companies. Within our market area, more than 50 other banks, savings institutions and credit unions are operating. Many of the financial service providers operating in our market area are significantly larger and have greater financial resources than us. We face additional competition for deposits from short-term money market funds and other corporate and government securities funds, mutual funds and from other non-depository financial institutions such as brokerage firms and insurance companies.

Lending Activities
 
General. At December 31, 2006, our net loan portfolio totaled $605.1 million or 65.4% of total assets. Historically, our principal lending activity has been the origination of loans collateralized by one- to four-family, also known as “single-family,” residential real estate loans located in our market area. In addition, while we have been making construction loans to homebuilders and others for more than 30 years, we have increased our construction lending activities in recent years. We also have increased our emphasis on originating commercial real estate and multi-family (over four units) residential mortgage loans. We also originate home equity lines of credit, commercial business loans and consumer loans.

The types of loans that we may originate are subject to federal and state law and regulations. Interest rates charged by us on loans are affected principally by the demand for such loans and the supply of money available for lending purposes and the rates offered by our competitors. These factors are, in turn, affected by general and economic conditions, the monetary policy of the federal government, including the Federal Reserve Board, legislative tax policies and governmental budgetary matters .
 
3


Loan Portfolio Composition . The following table shows the composition of our loan portfolio by type of loan at the dates indicated.

   
December 31,
 
   
2006
 
2005
 
2004
 
2003
 
2002
 
   
Amount
 
%
 
Amount
 
%
 
Amount
 
%
 
Amount
 
%
 
Amount
 
%
 
   
(Dollars in Thousands)
 
Real estate loans:
                                                             
One- to four-family residential
 
$
375,744
   
57.55
%
$
323,710
   
54.88
%
$
243,705
   
54.69
%
$
223,963
   
55.95
%
$
247,159
   
61.70
%
Commercial real estate and multi-family residential
   
92,428
   
14.16
   
76,647
   
12.99
   
74,642
   
16.75
   
64,029
   
16.00
   
61,247
   
15.29
 
Construction
   
134,976
   
20.67
   
132,789
   
22.51
   
83,253
   
18.68
   
66,875
   
16.71
   
50,401
   
12.58
 
Home equity lines of credit
   
33,953
   
5.20
   
41,063
   
6.96
   
32,049
   
7.19
   
31,185
   
7.79
   
25,571
   
6.38
 
Total real estate loans
   
637,101
   
97.58
   
574,209
   
97.34
   
433,649
   
97.31
   
386,052
   
96.45
   
384,378
   
95.95
 
Commercial business loans
   
11,416
   
1.75
   
10,975
   
1.86
   
8,540
   
1.92
   
10,403
   
2.60
   
11,353
   
2.83
 
Consumer non-real estate loans
   
4,400