For the fiscal year ended December 31, 2013
|
Commission file number: 001-35072
|
Maryland
|
65-1310069
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer Identification No.)
|
10151 Deerwood Park Blvd
Building 200, Suite 100
Jacksonville, Florida
|
32256
|
(Address of principal executive offices)
|
(Zip Code)
|
(800) 342-2824
(Registrant's telephone number, including area code)
|
Title of class
|
Name of each exchange on which registered
|
Common Stock, $0.01 par value
|
The NASDAQ Stock Market, LLC
|
|
|
Page
|
|
|
|
PART I.
|
||
|
|
|
Item 1.
|
Business
|
4
|
|
General
|
4
|
|
Recent Events
|
6
|
|
Market Area
|
6
|
|
Competition
|
8
|
|
Lending Activities
|
8
|
|
Non-Performing and Problem Assets
|
17
|
|
Investment Activities
|
23
|
|
Sources of Funds
|
25
|
|
Subsidiary and Other Activities
|
28
|
|
Employees
|
28
|
|
Supervision and Regulation
|
28
|
|
Federal Taxation
|
39
|
|
State Taxation
|
39
|
|
Available Information
|
40
|
Item 1A.
|
Risk Factors
|
40
|
Item 1B.
|
Unresolved Staff Comments
|
57
|
Item 2.
|
Properties
|
57
|
Item 3.
|
Legal Proceedings
|
59
|
Item 4.
|
Mine Safety Disclosures
|
59
|
|
|
|
PART II.
|
||
|
|
|
Item 5.
|
Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchase of Equity Securities
|
60
|
Item 6.
|
Selected Financial Data
|
61
|
Item 7.
|
Management’s Discussion and Analysis of Financial Condition and Results of Operations
|
63
|
|
General Description of Business
|
63
|
|
Business Strategy
|
63
|
|
Critical Accounting Policies
|
66
|
|
Comparison of Financial Condition
|
69
|
|
Comparison of Results of Operations
|
77
|
|
Liquidity
|
86
|
|
Contractual Obligations and Commitments
|
88
|
|
Capital Resources
|
88
|
|
Inflation
|
89
|
|
Off-Balance Sheet Arrangements
|
89
|
|
Future Accounting Pronouncements
|
89
|
Item 7A.
|
Quantitative and Qualitative Disclosures About Market Risk
|
89
|
Item 8.
|
Financial Statements and Supplementary Data
|
92
|
|
Report of Independent Registered Public Accounting Firm
|
92
|
|
Financial Statements
|
93
|
|
Notes to Financial Statements
|
98
|
Item 9.
|
Changes in and Disagreements with Accountants on Accounting and Financial Disclosure
|
148
|
Item 9A.
|
Controls and Procedures
|
148
|
Item 9B.
|
Other Information
|
148
|
2 | ||
PART III.
|
||
|
|
|
Item 10.
|
Directors, Executive Officers and Corporate Governance
|
149
|
Item 11.
|
Executive Compensation
|
149
|
Item 12.
|
Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
|
149
|
Item 13.
|
Certain Relationships and Related Transactions, and Director Independence
|
149
|
Item 14.
|
Principal Accountant Fees and Services
|
149
|
|
|
|
PART IV.
|
||
|
|
|
Item 15.
|
Exhibits and Financial Statement Schedules
|
150
|
Form 10-K
|
Signature Page
|
152
|
3 | ||
4 | ||
5 | ||
6 | ||
7 | ||
8 | ||
9 | ||
|
|
At December 31,
|
||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
||||||||||
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
||||
|
|
(Dollars in Thousands)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
167,455
|
|
44.9
|
%
|
$
|
193,057
|
|
45.3
|
%
|
$
|
238,464
|
|
46.3
|
%
|
Commercial
|
|
|
48,356
|
|
12.9
|
%
|
|
58,193
|
|
13.7
|
%
|
|
72,683
|
|
14.1
|
%
|
Other (land and multi-family)
|
|
|
15,790
|
|
4.2
|
%
|
|
19,908
|
|
4.7
|
%
|
|
29,134
|
|
5.7
|
%
|
Total real estate loans
|
|
|
231,601
|
|
62.0
|
%
|
|
271,158
|
|
63.7
|
%
|
|
340,281
|
|
66.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
0.0
|
%
|
|
|
|
0.0
|
%
|
|
2,044
|
|
0.4
|
%
|
Commercial
|
|
|
2,582
|
|
0.7
|
%
|
|
5,049
|
|
1.2
|
%
|
|
4,083
|
|
0.8
|
%
|
Acquisition and development
|
|
|
|
|
0.0
|
%
|
|
|
|
0.0
|
%
|
|
|
|
0.0
|
%
|
Total real estate construction
loans |
|
|
2,582
|
|
0.7
|
%
|
|
5,049
|
|
1.2
|
%
|
|
6,127
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
52,767
|
|
14.1
|
%
|
|
63,867
|
|
15.0
|
%
|
|
74,199
|
|
14.4
|
%
|
Consumer
|
|
|
53,290
|
|
14.3
|
%
|
|
61,558
|
|
14.4
|
%
|
|
70,838
|
|
13.8
|
%
|
Commercial
|
|
|
33,029
|
|
8.9
|
%
|
|
24,308
|
|
5.7
|
%
|
|
23,182
|
|
4.5
|
%
|
Total other portfolio loans
|
|
|
139,086
|
|
37.3
|
%
|
|
149,733
|
|
35.1
|
%
|
|
168,219
|
|
32.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio loans
|
|
$
|
373,269
|
|
100.0
|
%
|
$
|
425,940
|
|
100.0
|
%
|
$
|
514,627
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for portfolio loan
losses |
|
$
|
(6,946)
|
|
|
|
$
|
(10,889)
|
|
|
|
$
|
(15,526)
|
|
|
|
Net deferred portfolio loan costs
|
|
|
5,633
|
|
|
|
|
6,150
|
|
|
|
|
6,606
|
|
|
|
Total portfolio loans, net
|
|
$
|
371,956
|
|
|
|
$
|
421,201
|
|
|
|
$
|
505,707
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other loans (held-for-sale
and warehouse) |
|
$
|
22,179
|
|
|
|
$
|
72,568
|
|
|
|
$
|
61,619
|
|
|
|
|
|
At December 31,
|
|||||||||
|
|
2010
|
|
2009
|
|||||||
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||
|
|
(Dollars in Thousands)
|
|||||||||
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
256,729
|
|
46.2
|
%
|
$
|
306,968
|
|
49.3
|
%
|
Commercial
|
|
|
72,048
|
|
13.0
|
%
|
|
77,403
|
|
12.4
|
%
|
Other (land and multi-family)
|
|
|
29,868
|
|
5.4
|
%
|
|
37,591
|
|
6.0
|
%
|
Total real estate loans
|
|
|
358,645
|
|
64.6
|
%
|
|
421,962
|
|
67.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
7,589
|
|
1.4
|
%
|
|
4,189
|
|
0.7
|
%
|
Commercial
|
|
|
5,825
|
|
1.0
|
%
|
|
8,022
|
|
1.3
|
%
|
Acquisition and development
|
|
|
1,652
|
|
0.3
|
%
|
|
3,148
|
|
0.5
|
%
|
Total real estate construction loans
|
|
|
15,066
|
|
2.7
|
%
|
|
15,359
|
|
2.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
85,082
|
|
15.3
|
%
|
|
93,929
|
|
15.1
|
%
|
Consumer
|
|
|
75,745
|
|
13.6
|
%
|
|
73,870
|
|
11.9
|
%
|
Commercial
|
|
|
21,268
|
|
3.8
|
%
|
|
17,848
|
|
2.8
|
%
|
Total other portfolio loans
|
|
|
182,095
|
|
32.7
|
%
|
|
185,647
|
|
29.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio loans
|
|
$
|
555,806
|
|
100.0
|
%
|
$
|
622,968
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Less:
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for portfolio loan losses
|
|
$
|
(13,344)
|
|
|
|
$
|
(13,810)
|
|
|
|
Net deferred portfolio loan costs
|
|
|
7,290
|
|
|
|
|
5,213
|
|
|
|
Total portfolio loans, net
|
|
$
|
549,752
|
|
|
|
$
|
614,371
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other loans (held-for-sale and warehouse)
|
|
$
|
49,318
|
|
|
|
$
|
8,990
|
|
|
|
10 | ||
|
|
One- to Four-family
|
|
|
Commercial Real Estate
|
|
|
Other Real Estate (1)
|
|
|||||||||
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
Amount
|
|
Average Rate (%)
|
|
|
Amount
|
|
Average Rate (%)
|
|
|
Amount
|
|
Average Rate (%)
|
|
|||
|
|
(Dollars in Thousands)
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year or less (3)
|
|
$
|
18
|
|
6.63
|
%
|
|
$
|
3,043
|
|
5.84
|
%
|
|
$
|
415
|
|
7.50
|
%
|
Greater than 1 to 3 years
|
|
|
941
|
|
7.87
|
|
|
|
4,449
|
|
6.29
|
|
|
|
8,080
|
|
8.50
|
|
Greater than 3 to 5 years
|
|
|
1,627
|
|
5.43
|
|
|
|
9,829
|
|
6.41
|
|
|
|
1,040
|
|
8.99
|
|
Greater than 5 to 10 years
|
|
|
4,398
|
|
6.22
|
|
|
|
16,465
|
|
5.67
|
|
|
|
1,393
|
|
4.00
|
|
Greater than 10 to 20 years
|
|
|
19,623
|
|
5.70
|
|
|
|
11,483
|
|
5.61
|
|
|
|
2,695
|
|
8.75
|
|
More than 20 years
|
|
|
140,848
|
|
5.31
|
|
|
|
3,087
|
|
5.72
|
|
|
|
2,167
|
|
3.00
|
|
Total portfolio loans
|
|
$
|
167,455
|
|
|
|
|
$
|
48,356
|
|
|
|
|
$
|
15,790
|
|
|
|
|
|
One to Fourfamily
Construction (2) |
|
|
Commercial Construction (2)
|
|
|
Acquisition and Development
|
|
|||||||||
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
Amount
|
|
Average Rate (%)
|
|
|
Amount
|
|
Average Rate (%)
|
|
|
Amount
|
|
Average Rate (%)
|
|
|||
|
|
(Dollars in Thousands)
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year or less (3)
|
|
$
|
|
|
|
%
|
|
$
|
|
|
|
%
|
|
$
|
|
|
|
%
|
Greater than 1 to 3 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greater than 3 to 5 years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Greater than 5 to 10 years
|
|
|
|
|
|
|
|
|
1,150
|
|
5.92
|
|
|
|
|
|
|
|
Greater than 10 to 20 years
|
|
|
|
|
|
|
|
|
748
|
|
4.33
|
|
|
|
|
|
|
|
More than 20 years
|
|
|
|
|
|
|
|
|
684
|
|
5.75
|
|
|
|
|
|
|
|
Total portfolio loans
|
|
$
|
|
|
|
|
|
$
|
2,582
|
|
|
|
|
$
|
|
|
|
|
|
|
Home Equity
|
|
|
Consumer
|
|
|
Commercial
|
|
|||||||||
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
Weighted
|
|
|
|
|
Amount
|
|
Average Rate (%)
|
|
|
Amount
|
|
Average Rate (%)
|
|
|
Amount
|
|
Average Rate (%)
|
|
|||
|
|
(Dollars in Thousands)
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1 year or less (3)
|
|
$
|
338
|
|
5.65
|
%
|
|
$
|
953
|
|
6.54
|
%
|
|
$
|
9,615
|
|
5.27
|
%
|
Greater than 1 to 3 years
|
|
|
675
|
|
7.40
|
|
|
|
3,640
|
|
10.60
|
|
|
|
1,016
|
|
6.65
|
|
Greater than 3 to 5 years
|
|
|
1,883
|
|
6.73
|
|
|
|
5,925
|
|
8.58
|
|
|
|
2,933
|
|
6.48
|
|
Greater than 5 to 10 years
|
|
|
7,448
|
|
6.90
|
|
|
|
5,763
|
|
8.81
|
|
|
|
10,160
|
|
5.99
|
|
Greater than 10 to 20 years
|
|
|
12,416
|
|
6.31
|
|
|
|
25,723
|
|
8.29
|
|
|
|
1,092
|
|
5.35
|
|
More than 20 years
|
|
|
30,007
|
|
5.09
|
|
|
|
11,286
|
|
12.28
|
|
|
|
8,213
|
|
6.20
|
|
Total portfolio loans
|
|
$
|
52,767
|
|
|
|
|
$
|
53,290
|
|
|
|
|
$
|
33,029
|
|
|
|
|
|
Total
|
|
|||
|
|
|
|
|
Weighted
|
|
|
|
Amount
|
|
Average Rate (%)
|
|
|
|
|
(Dollars in Thousands)
|
||||
|
|
|
|
|
|
|
1 year or less (3)
|
|
$
|
14,382
|
|
5.55
|
%
|
Greater than 1 to 3 years
|
|
|
18,801
|
|
8.21
|
|
Greater than 3 to 5 years
|
|
|
23,237
|
|
7.05
|
|
Greater than 5 to 10 years
|
|
|
46,777
|
|
6.33
|
|
Greater than 10 to 20 years
|
|
|
73,780
|
|
6.79
|
|
More than 20 years
|
|
|
196,292
|
|
5.69
|
|
Total portfolio loans
|
|
$
|
373,269
|
|
|
|
(1) | Land and multi-family. |
(2) | Construction loans include notes that cover both the construction period and the end permanent financing, and therefore, the schedule shows maturities for periods greater than one year |
(3) | Demand loans, loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less. |
11 | ||
|
|
Due After December 31, 2014
|
|
|||||||
|
|
Fixed Rate
|
|
Adjustable Rate
|
|
Total
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
91,684
|
|
$
|
75,753
|
|
$
|
167,437
|
|
Commercial
|
|
|
28,295
|
|
|
17,018
|
|
|
45,313
|
|
Other (land and multi-family)
|
|
|
11,202
|
|
|
4,173
|
|
|
15,375
|
|
Total real estate loans
|
|
|
131,181
|
|
|
96,944
|
|
|
228,125
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
530
|
|
|
2,052
|
|
|
2,582
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
530
|
|
|
2,052
|
|
|
2,582
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
16,112
|
|
|
36,317
|
|
|
52,429
|
|
Consumer
|
|
|
51,119
|
|
|
1,218
|
|
|
52,337
|
|
Commercial
|
|
|
9,550
|
|
|
13,864
|
|
|
23,414
|
|
Total other portfolio loans
|
|
|
76,781
|
|
|
51,399
|
|
|
128,180
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio loans
|
|
$
|
208,492
|
|
$
|
150,395
|
|
$
|
358,887
|
|
12 | ||
13 | ||
14 | ||
15 | ||
16 | ||
17 | ||
|
|
At December 31,
|
|
|||||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||||||
Non-performing portfolio loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
2,677
|
|
|
$
|
10,555
|
|
|
$
|
16,108
|
|
|
$
|
10,184
|
|
|
$
|
12,343
|
|
Commercial
|
|
|
|
|
|
|
8,643
|
|
|
|
14,238
|
|
|
|
7,228
|
|
|
|
3,895
|
|
Other (land and multi-family)
|
|
|
75
|
|
|
|
595
|
|
|
|
5,153
|
|
|
|
3,748
|
|
|
|
9,638
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
739
|
|
|
|
2,362
|
|
|
|
1,682
|
|
|
|
4,988
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
404
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
400
|
|
|
|
2,212
|
|
|
|
4,091
|
|
|
|
2,403
|
|
|
|
2,973
|
|
Consumer
|
|
|
229
|
|
|
|
969
|
|
|
|
983
|
|
|
|
679
|
|
|
|
909
|
|
Commercial
|
|
|
|
|
|
|
1,171
|
|
|
|
3,680
|
|
|
|
2,201
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing portfolio
loans |
|
|
3,381
|
|
|
|
24,884
|
|
|
|
46,615
|
|
|
|
28,125
|
|
|
|
35,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate owned
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
191
|
|
|
|
1,592
|
|
|
|
886
|
|
|
|
1,532
|
|
|
|
1,000
|
|
Commercial
|
|
|
3,251
|
|
|
|
1,868
|
|
|
|
1,346
|
|
|
|
3,921
|
|
|
|
2,403
|
|
Other (land and multi-family)
|
|
|
1,783
|
|
|
|
4,441
|
|
|
|
2,917
|
|
|
|
4,192
|
|
|
|
1,562
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
63
|
|
Commercial
|
|
|
|
|
|
|
164
|
|
|
|
395
|
|
|
|
|
|
|
|
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
295
|
|
|
|
295
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate owned
|
|
|
5,225
|
|
|
|
8,065
|
|
|
|
5,839
|
|
|
|
9,940
|
|
|
|
5,028
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total non-performing assets
|
|
|
8,606
|
|
|
|
32,949
|
|
|
|
52,454
|
|
|
|
38,065
|
|
|
|
40,178
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Troubled debt restructurings classified
as impaired portfolio loans |
|
$
|
21,909
|
|
|
$
|
22,407
|
|
|
$
|
19,337
|
|
|
$
|
26,295
|
|
|
$
|
20,148
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Ratios
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Non-performing portfolio loans to total
portfolio loans |
|
|
0.9
|
%
|
|
|
5.8
|
%
|
|
|
8.9
|
%
|
|
|
5.0
|
%
|
|
|
5.6
|
%
|
Non-performing portfolio loans to total assets
|
|
|
0.5
|
%
|
|
|
3.2
|
%
|
|
|
5.9
|
%
|
|
|
3.4
|
%
|
|
|
3.9
|
%
|
Non-performing assets to total assets
|
|
|
1.2
|
%
|
|
|
4.3
|
%
|
|
|
6.7
|
%
|
|
|
4.6
|
%
|
|
|
4.4
|
%
|
18 | ||
19 | ||
20 | ||
|
|
At December 31,
|
|
|||||||||||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
2010
|
|
|
2009
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|||||||||||||||||
Balance at beginning of year
|
|
$
|
10,889
|
|
|
$
|
15,526
|
|
|
$
|
13,344
|
|
|
$
|
13,810
|
|
|
$
|
10,598
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
(4,485)
|
|
|
|
(6,347)
|
|
|
|
(6,005)
|
|
|
|
(10,235)
|
|
|
|
(8,350)
|
|
Commercial
|
|
|
(2,452)
|
|
|
|
(2,756)
|
|
|
|
(2,274)
|
|
|
|
(1,314)
|
|
|
|
(3,822)
|
|
Other (land and multi-family)
|
|
|
(790)
|
|
|
|
(1,906)
|
|
|
|
(729)
|
|
|
|
(2,735)
|
|
|
|
(3,605)
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(50)
|
|
Commercial
|
|
|
|
|
|
|
(1,145)
|
|
|
|
|
|
|
|
(3,342)
|
|
|
|
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
(2,017)
|
|
|
|
(3,215)
|
|
|
|
(3,404)
|
|
|
|
(2,000)
|
|
|
|
(4,715)
|
|
Consumer
|
|
|
(2,131)
|
|
|
|
(1,567)
|
|
|
|
(1,471)
|
|
|
|
(1,773)
|
|
|
|
(1,408)
|
|
Commercial
|
|
|
(880)
|
|
|
|
(1,769)
|
|
|
|
(242)
|
|
|
|
(697)
|
|
|
|
(590)
|
|
Total charge-offs
|
|
|
(12,755)
|
|
|
|
(18,705)
|
|
|
|
(14,125)
|
|
|
|
(22,897)
|
|
|
|
(22,540)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
961
|
|
|
|
1,036
|
|
|
|
483
|
|
|
|
687
|
|
|
|
252
|
|
Commercial
|
|
|
|
|
|
|
3
|
|
|
|
21
|
|
|
|
3
|
|
|
|
|
|
Other (land and multi-family)
|
|
|
63
|
|
|
|
8
|
|
|
|
36
|
|
|
|
124
|
|
|
|
18
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
395
|
|
|
|
223
|
|
|
|
119
|
|
|
|
102
|
|
|
|
240
|
|
Consumer
|
|
|
289
|
|
|
|
305
|
|
|
|
262
|
|
|
|
276
|
|
|
|
351
|
|
Commercial
|
|
|
78
|
|
|
|
2
|
|
|
|
3
|
|
|
|
9
|
|
|
|
18
|
|
Total recoveries
|
|
|
1,786
|
|
|
|
1,577
|
|
|
|
924
|
|
|
|
1,201
|
|
|
|
879
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs
|
|
|
(10,969)
|
|
|
|
(17,128)
|
|
|
|
(13,201)
|
|
|
|
(21,696)
|
|
|
|
(21,661)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for portfolio loan losses
|
|
|
7,026
|
|
|
|
12,491
|
|
|
|
15,383
|
|
|
|
21,230
|
|
|
|
24,873
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Balance at end of year
|
|
$
|
6,946
|
|
|
$
|
10,889
|
|
|
$
|
15,526
|
|
|
$
|
13,344
|
|
|
$
|
13,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs to average portfolio loans
during this year (1) |
|
|
2.8
|
%
|
|
|
3.2
|
%
|
|
|
2.3
|
%
|
|
|
3.5
|
%
|
|
|
3.1
|
%
|
Net charge-offs to average non-performing
portfolio loans during this year |
|
|
77.0
|
%
|
|
|
47.9
|
%
|
|
|
35.3
|
%
|
|
|
68.6
|
%
|
|
|
60.6
|
%
|
Allowance for portfolio loan losses to non-
performing portfolio loans |
|
|
205.4
|
%
|
|
|
43.8
|
%
|
|
|
33.3
|
%
|
|
|
47.4
|
%
|
|
|
39.3
|
%
|
Allowance for portfolio loan losses as %
of total portfolio loans (end of year) (1) |
|
|
1.8
|
%
|
|
|
2.5
|
%
|
|
|
3.0
|
%
|
|
|
2.4
|
%
|
|
|
2.2
|
%
|
21 | ||
|
|
At December 31,
|
|
|||||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
|||||||||||
|
|
|
|
Percent of
|
|
|
|
|
|
Percent of
|
|
|
|
|
|
Percent of
|
|
|
|
|
Amount of
|
|
Loans in Each
|
|
|
Amount of
|
|
Loans in Each
|
|
|
Amount of
|
|
Loans in Each
|
|
|||
|
|
Allowance
|
|
Category to
|
|
|
Allowance
|
|
Category to
|
|
|
Allowance
|
|
Category to
|
|
|||
|
|
for Portfolio
|
|
Total Portfolio
|
|
|
for Portfolio
|
|
Total Portfolio
|
|
|
for Portfolio
|
|
Total Portfolio
|
|
|||
|
|
Loan Loss
|
|
Loans
|
|
|
Loan Loss
|
|
Loans
|
|
|
Loan Loss
|
|
Loans
|
|
|||
|
|
(Dollars in Thousands)
|
||||||||||||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
3,188
|
|
44.9
|
%
|
|
$
|
4,166
|
|
45.3
|
%
|
|
$
|
6,030
|
|
46.3
|
%
|
Commercial
|
|
|
827
|
|
12.9
|
%
|
|
|
958
|
|
13.7
|
%
|
|
|
3,143
|
|
14.1
|
%
|
Other (land and multi-family)
|
|
|
282
|
|
4.2
|
%
|
|
|
986
|
|
4.7
|
%
|
|
|
1,538
|
|
5.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
0.0
|
%
|
|
|
|
|
0.0
|
%
|
|
|
120
|
|
0.4
|
%
|
Commercial
|
|
|
125
|
|
0.7
|
%
|
|
|
50
|
|
1.2
|
%
|
|
|
|
|
0.8
|
%
|
Acquisition and development
|
|
|
|
|
0.0
|
%
|
|
|
|
|
0.0
|
%
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
1,046
|
|
14.1
|
%
|
|
|
2,636
|
|
15.0
|
%
|
|
|
3,125
|
|
14.4
|
%
|
Consumer
|
|
|
1,223
|
|
14.3
|
%
|
|
|
1,448
|
|
14.4
|
%
|
|
|
885
|
|
13.8
|
%
|
Commercial
|
|
|
214
|
|
8.9
|
%
|
|
|
645
|
|
5.7
|
%
|
|
|
685
|
|
4.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated
|
|
|
41
|
|
0.0
|
%
|
|
|
|
|
0.0
|
%
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
6,946
|
|
100.0
|
%
|
|
$
|
10,889
|
|
100.0
|
%
|
|
$
|
15,526
|
|
100.0
|
%
|
|
|
At December 31,
|
|
|||||||||
|
|
2010
|
|
|
2009
|
|
||||||
|
|
|
|
|
Percent of
|
|
|
|
|
|
Percent of
|
|
|
|
Amount of
|
|
Loans in Each
|
|
|
Amount of
|
|
Loans in Each
|
|
||
|
|
Allowance
|
|
Category to
|
|
|
Allowance
|
|
Category to
|
|
||
|
|
for Portfolio
|
|
Total Portfolio
|
|
|
for Portfolio
|
|
Total Portfolio
|
|
||
|
|
Loan Loss
|
|
Loans
|
|
|
Loan Loss
|
|
Loans
|
|
||
|
|
(Dollars in Thousands)
|
||||||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
5,860
|
|
46.2
|
%
|
|
$
|
3,446
|
|
49.3
|
%
|
Commercial
|
|
|
2,443
|
|
13.0
|
%
|
|
|
575
|
|
12.4
|
%
|
Other (land and multi-family)
|
|
|
1,019
|
|
5.4
|
%
|
|
|
1,305
|
|
6.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
18
|
|
1.4
|
%
|
|
|
47
|
|
0.7
|
%
|
Commercial
|
|
|
37
|
|
1.0
|
%
|
|
|
3,332
|
|
1.3
|
%
|
Acquisition and development
|
|
|
|
|
0.3
|
%
|
|
|
110
|
|
0.5
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
1,663
|
|
15.3
|
%
|
|
|
2,240
|
|
15.1
|
%
|
Consumer
|
|
|
1,922
|
|
13.6
|
%
|
|
|
2,447
|
|
11.9
|
%
|
Commercial
|
|
|
382
|
|
3.8
|
%
|
|
|
318
|
|
2.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated
|
|
|
|
|
0.0
|
%
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
13,344
|
|
100.0
|
%
|
|
$
|
13,810
|
|
100.0
|
%
|
22 | ||
23 | ||
|
|
At December 31,
|
||||||||||||||||
|
|
2013
|
|
2012
|
|
|
2011
|
|||||||||||
|
|
|
|
|
% of Total
|
|
|
|
|
|
% of Total
|
|
|
|
|
% of Total
|
||
|
|
Carrying
|
|
Investment
|
|
Carrying
|
|
Investment
|
|
Carrying
|
|
Investment
|
||||||
|
|
Amount
|
|
Securities
|
|
Amount
|
|
Securities
|
|
Amount
|
|
Securities
|
||||||
|
|
(Dollars in Thousands)
|
||||||||||||||||
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government sponsored
enterprises |
|
$
|
4,318
|
|
2.4
|
%
|
|
$
|
|
|
0.6
|
%
|
|
$
|
|
|
0.0
|
%
|
State and municipal
|
|
|
972
|
|
0.5
|
%
|
|
|
979
|
|
0.6
|
%
|
|
|
930
|
|
0.7
|
%
|
Mortgage-backed securities
residential |
|
|
130,914
|
|
73.1
|
%
|
|
|
119,647
|
|
74.9
|
%
|
|
|
76,089
|
|
60.0
|
%
|
U.S. Government collateralized
mortgage obligation |
|
|
23,528
|
|
13.2
|
%
|
|
|
39,119
|
|
24.5
|
%
|
|
|
49,802
|
|
39.3
|
%
|
Total securities available-for-sale
|
|
$
|
159,732
|
|
89.2
|
%
|
|
$
|
159,745
|
|
100.0
|
%
|
|
$
|
126,821
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
residential |
|
|
19,266
|
|
10.8
|
%
|
|
|
|
|
0.0
|
%
|
|
|
|
|
0.0
|
%
|
Total securities held-to-maturity
|
|
|
19,266
|
|
10.8
|
%
|
|
|
|
|
0.0
|
%
|
|
|
|
|
0.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment securities
|
|
$
|
178,998
|
|
100.0
|
%
|
|
$
|
159,745
|
|
100.0
|
%
|
|
$
|
126,821
|
|
100.0
|
%
|
24 | ||
|
|
More than Five Years
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||
|
|
through Ten Years
|
|
|
More than Ten Years
|
|
|
Total Investment Securities
|
|
||||||||||||
|
|
|
|
Weighted
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Weighted
|
|
||
|
|
Amortized
|
|
Average
|
|
|
Amortized
|
|
Average
|
|
|
|
Amortized
|
|
|
Fair
|
|
Average
|
|
||
|
|
Cost
|
|
Yield
|
|
|
Cost
|
|
Yield
|
|
|
Cost
|
|
|
Value
|
|
Yield
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government
sponsored enterprises |
|
$
|
|
|
|
%
|
|
$
|
5,000
|
|
3.00
|
%
|
|
$
|
5,000
|
|
$
|
4,318
|
|
3.00
|
%
|
State and municipal
|
|
|
942
|
|
4.18
|
|
|
|
|
|
|
|
|
|
942
|
|
|
972
|
|
4.18
|
|
Mortgage-backed securities
residential |
|
|
30,975
|
|
2.58
|
|
|
|
106,043
|
|
2.69
|
|
|
|
137,018
|
|
|
130,914
|
|
2.67
|
|
U.S. Government
collateralized mortgage obligations |
|
|
782
|
|
3.50
|
|
|
|
23,549
|
|
2.16
|
|
|
|
24,331
|
|
|
23,528
|
|
2.20
|
|
Total securities available-
for-sale |
|
$
|
32,699
|
|
2.64
|
%
|
|
$
|
134,592
|
|
2.61
|
%
|
|
$
|
167,291
|
|
$
|
159,732
|
|
2.62
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities held-to-maturity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
residential |
|
$
|
|
|
|
%
|
|
$
|
19,266
|
|
3.00
|
%
|
|
$
|
19,266
|
|
$
|
19,258
|
|
3.00
|
%
|
Total securities held-to-
maturity |
|
$
|
|
|
|
%
|
|
$
|
19,266
|
|
3.00
|
%
|
|
$
|
19,266
|
|
$
|
19,258
|
|
3.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total investment
securities (1) |
|
$
|
32,699
|
|
2.64
|
%
|
|
$
|
153,858
|
|
2.66
|
%
|
|
$
|
186,557
|
|
$
|
178,990
|
|
2.66
|
%
|
25 | ||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||||||||||||||||
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
|
|
|
|
Weighted
|
|
|
|
Average
|
|
|
|
|
Average
|
|
|
|
Average
|
|
|
|
|
Average
|
|
|
Average
|
|
|
|
Average
|
|
||
|
|
Balance
|
|
Percent
|
|
|
Rate
|
|
|
|
Balance
|
|
Percent
|
|
|
Rate
|
|
|
Balance
|
|
Percent
|
Rate
|
|
|||
|
|
(Dollars in Thousands)
|
||||||||||||||||||||||||
Noninterest bearing demand
|
|
$
|
42,264
|
|
8.59
|
%
|
|
|
%
|
|
$
|
40,466
|
|
8.06
|
%
|
|
|
%
|
|
$
|
38,155
|
|
7.50
|
%
|
|
%
|
Savings
|
|
|
70,096
|
|
14.24
|
%
|
|
0.33
|
%
|
|
|
76,310
|
|
15.19
|
%
|
|
0.45
|
%
|
|
|
69,420
|
|
13.65
|
%
|
0.62
|
%
|
Interest-bearing demand
|
|
|
71,757
|
|
14.58
|
%
|
|
0.30
|
%
|
|
|
75,440
|
|
15.02
|
%
|
|
0.47
|
%
|
|
|
74,716
|
|
14.69
|
%
|
1.10
|
%
|
Money market demand
|
|
|
104,228
|
|
21.17
|
%
|
|
0.47
|
%
|
|
|
118,005
|
|
23.49
|
%
|
|
0.49
|
%
|
|
|
119,062
|
|
23.42
|
%
|
0.75
|
%
|
Total transaction accounts
|
|
|
288,345
|
|
58.58
|
%
|
|
0.33
|
%
|
|
|
310,221
|
|
61.76
|
%
|
|
0.41
|
%
|
|
|
301,353
|
|
59.26
|
%
|
0.71
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Certificates of deposit
|
|
|
203,920
|
|
41.42
|
%
|
|
1.16
|
%
|
|
|
192,109
|
|
38.24
|
%
|
|
1.48
|
%
|
|
|
207,167
|
|
40.74
|
%
|
1.95
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total deposits
|
|
$
|
492,265
|
|
100.00
|
%
|
|
0.67
|
%
|
|
$
|
502,330
|
|
100.00
|
%
|
|
0.82
|
%
|
|
$
|
508,520
|
|
100.00
|
%
|
1.21
|
%
|
|
|
Amounts Maturing
|
|
|
|
|
(Dollars in Thousands)
|
|
|
Three months or less
|
|
$
|
27,124
|
|
Over three months through six months
|
|
|
15,353
|
|
Over six months through one year
|
|
|
36,073
|
|
Over one year to three years
|
|
|
13,733
|
|
Over three years
|
|
|
4,056
|
|
Total
|
|
$
|
96,339
|
|
26 | ||
|
|
As of and For the Years Ended December 31,
|
|
|||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||||
Balance at end of period
|
|
$
|
92,800
|
|
|
$
|
92,800
|
|
|
$
|
92,800
|
|
Average balance outstanding
|
|
$
|
92,800
|
|
|
$
|
92,800
|
|
|
$
|
92,800
|
|
Maximum month-end balance
|
|
$
|
92,800
|
|
|
$
|
92,800
|
|
|
$
|
92,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average coupon interest rate during the period
|
|
|
5.10
|
%
|
|
|
5.10
|
%
|
|
|
5.10
|
%
|
Weighted average coupon interest rate at end of period
|
|
|
5.10
|
%
|
|
|
5.10
|
%
|
|
|
5.10
|
%
|
Weighted average maturity (months)
|
|
|
30
|
|
|
|
42
|
|
|
|
54
|
|
|
|
As of and For the Years Ended December 31,
|
|
|||||||||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
|
|
(Dollars In Thousands)
|
|
|||||||||
Average balance outstanding
|
|
$
|
110,000
|
|
|
$
|
135,000
|
|
|
$
|
146,841
|
|
Maximum month-end balance
|
|
$
|
110,000
|
|
|
$
|
135,000
|
|
|
$
|
170,500
|
|
Balance at end of year
|
|
$
|
110,000
|
|
|
$
|
135,000
|
|
|
$
|
135,000
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Weighted average coupon interest rate during the year
|
|
|
4.11
|
%
|
|
|
3.88
|
%
|
|
|
3.80
|
%
|
Weighted average coupon interest rate at end of year
|
|
|
4.11
|
%
|
|
|
3.88
|
%
|
|
|
3.88
|
%
|
Weighted average maturity (months)
|
|
|
39
|
|
|
|
43
|
|
|
|
55
|
|
27 | ||
28 | ||
29 | ||
30 | ||
31 | ||
· | the total capital distributions for the applicable calendar year exceed the sum of the savings bank’s net income for that year to date plus the savings bank’s retained net income for the preceding two years; |
· | the savings bank would not be at least adequately capitalized following the distribution; |
· | the distribution would violate any applicable statute, regulation, agreement or OCC-imposed condition; or |
· | the savings bank is not eligible for expedited treatment of its filings. |
· | the savings bank would be undercapitalized following the distribution; |
· | the proposed capital distribution raises safety and soundness concerns; or |
· | the capital distribution would violate a prohibition contained in any statute, regulation or agreement. |
32 | ||
33 | ||
· | well-capitalized (at least 5% leverage capital, 6% Tier 1 risk-based capital and 10% total risk-based capital); |
· | adequately capitalized (at least 4% leverage capital (3% for savings banks with a composite examination rating of 1), 4% Tier 1 risk-based capital and 8% total risk-based capital); |
· | undercapitalized (less than 4% leverage capital (3% for savings banks with a composite examination rating of 1), 4% Tier 1 risk-based capital or 8% total risk-based capital); |
· | significantly undercapitalized (less than 6% total risk-based capital, 3% Tier 1 risk-based capital or 3% leverage capital); or |
· | critically undercapitalized (less than 2% tangible capital). |
34 | ||
35 | ||
· | Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; |
· | Home Mortgage Disclosure Act, requiring financial institutions to provide information to enable the public and public officials to determine whether a financial institution is fulfilling its obligation to help meet the housing needs of the community it serves; |
· | Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; |
· | Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies; |
· | Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; |
· | Truth in Savings Act; and |
· | Rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws. |
· | Right to Financial Privacy Act, which imposes a duty to maintain confidentiality of consumer financial records and prescribes procedures for complying with administrative subpoenas of financial records; |
· | Electronic Funds Transfer Act and Regulation E promulgated thereunder, which govern automatic deposits to and withdrawals from deposit accounts and customers’ rights and liabilities arising from the use of automated teller machines and other electronic banking services; |
· | Check Clearing for the 21st Century Act (also known as “Check 21”), which gives “substitute checks,” such as digital check images and copies made from that image, the same legal standing as the original paper check; |
· | The USA PATRIOT Act, which requires savings banks to, among other things, establish broadened anti-money laundering compliance programs, and due diligence policies and controls to ensure the detection and reporting of money laundering. Such required compliance programs are intended to supplement existing compliance requirements that also apply to financial institutions under Atlantic Coast Bank Secrecy Act and the Office of Foreign Assets Control regulations; and |
36 | ||
37 | ||
38 | ||
39 | ||
40 | ||
· | the Order replaces and therefore terminates the Supervisory Agreement entered into between the Bank and the OTS on December 10, 2010; |
· | within 10 days of the date of the Order, the Board of Directors had to establish a compliance committee that will be responsible for monitoring and coordinating Atlantic Coast Bank’s adherence to the provisions of the Order; |
· | within 90 days of the date of the Order, the Board of Directors had to develop and submit to the OCC for receipt of supervisory non-objection of at least a two-year strategic plan to achieve objectives for Atlantic Coast Bank’s risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital and liquidity adequacy and updating such plan each year by January 31 beginning on January 31, 2014; |
· | until such time as the OCC provides written supervisory non-objection of Atlantic Coast Bank’s strategic plan, Atlantic Coast Bank will not significantly deviate from products, services, asset composition and size, funding sources, structures, operations, policies, procedures and markets of Atlantic Coast Bank that existed prior to the Order without receipt of prior non-objection from the OCC; |
· | by December 31, 2012, Atlantic Coast Bank needed to achieve and maintain a total risk based capital ratio of 13.00% of risk weighted assets and Tier 1 capital ratio of 9.00% of adjusted total assets; |
· | within 60 days of the date of the Order, the Board of Directors needed to develop and implement an effective internal capital planning process to assess Atlantic Coast Bank’s capital adequacy in relation to its overall risks and to ensure maintenance of appropriate capital levels, which should be no less than total risk based capital ratio of 13.00% of risk weighted assets and Tier 1 capital ratio of 9.00% of adjusted total assets; |
· | Atlantic Coast Bank may not accept, renew or roll over any brokered deposit unless it has applied for and been granted a waiver of this prohibition by the FDIC; |
· | within 90 days of the date of the Order, the Board of Directors had to forward to the OCC for receipt of written supervisory non-objection a written capital plan for Atlantic Coast Bank covering at least a two year period that achieves and maintains total risk based capital ratio of 13.00% of risk weighted assets and Tier 1 capital of 9.00% ratio of adjusted total assets in addition to certain other requirements; |
· | Atlantic Coast Bank may declare or pay a dividend or make a capital distribution only when it is in compliance with its approved capital plan and would remain in compliance with its approved capital plan after payment of such dividends or capital distribution and receives prior written approval of the OCC; |
· | following receipt of written no supervisory objection of its capital plan, the Board of Directors will monitor Atlantic Coast Bank’s performance against the capital plan and shall review and update the plan annually no later than January 31 of each year, beginning with January 31, 2014; |
41 | ||
· | if Atlantic Coast Bank fails to achieve and maintain the required capital ratios by December 31, 2012, fails to submit a capital plan within 90 days of the date of the Order or fails to implement a written capital plan for which the OCC has provided a written determination of no supervisory objection, then, at the sole discretion of the OCC, Atlantic Coast Bank may be deemed undercapitalized for purposes of the Order; |
· | within 30 days of the date of the Order, the Board of Directors had to revise and maintain a comprehensive liquidity risk management program which assesses on an ongoing basis, Atlantic Coast Bank’s current and projected funding needs, and that ensures that sufficient funds or access to funds exist to meet those needs; |
· | within 60 days of the date of the Order, the Board of Directors had to revise its problem asset reduction plan (PARP), the design of which will be to eliminate the basis of criticism of those assets criticized as “doubtful,” “substandard” or “special mention” during the OCC’s most recent report of examination as well as any subsequent examination or review by the OCC and any other internal or external loan reviews; |
· | within 60 days of the date of the Order, the Board of Directors had to revise its written concentration management program for identifying, monitoring, and controlling risks associated with asset and liability concentrations, including off-balance sheet concentrations; |
· | Atlantic Coast Bank’s concentration management program will include a contingency plan to reduce or mitigate concentrations deemed imprudent for Atlantic Coast Bank’s earnings, capital, or in the event of adverse market conditions, including strategies to reduce the current concentrations to Board of Directors established limits and a restriction on purchasing bank owned life insurance (BOLI) until such time as the BOLI exposure has been reduced below regulatory guidelines of 25.00% of total capital; and |
· | the Board of Directors was to immediately take all necessary steps to ensure that Atlantic Coast Bank’s management corrects each violation of law, rule or regulation cited in the OCC’s most recent report of examination and within 60 days of the date of the Order, the Board of Directors had to adopt, implement, and thereafter ensure Bank adherence to specific procedures to prevent future violations and Atlantic Coast Bank’s adherence to general procedures addressing compliance management of internal controls and employee education regarding laws, rules and regulations. |
· | we must comply with regulatory prior notification requirements with respect to changes in directors and senior executive officers; |
· | we cannot declare or pay dividends or make any other capital distributions without prior written approval from the FRB; |
42 | ||
· | we will not be permitted to enter into, renew, extend or revise any contractual arrangement relating to compensation or benefits for any senior executive officers or directors, unless we provide 30 days prior written notice of the proposed transaction to the FRB; |
· | we may not make any golden parachute payment or prohibited indemnification payment without prior written approval from the FRB; and |
· | we may not incur, issue, renew or roll over any debt or debt securities, increase any current lines of credit, guarantee the debt of any entity, or otherwise incur any additional debt without the prior written non-objection of the FRB. |
43 | ||
44 | ||
45 | ||
· | Commercial Real Estate and Commercial Business Loans. Repayment is dependent on income being generated by the rental property or business in amounts sufficient to cover operating expenses and debt service. This risk has been exacerbated by the economic downturn in commercial real estate and commercial land values, particularly in our markets; |
· | Multi-Family Real Estate Loans. Repayment is dependent on income being generated by the rental property in amounts sufficient to cover operating expenses and debt service; |
· | Single Family Construction Loans. Repayment is dependent upon the successful completion of the project and the ability of the contractor or builder to repay the loan from the sale of the property or obtaining permanent financing; |
· | Commercial and Multi-Family Construction Loans. Repayment is dependent upon the completion of the project and income being generated by the rental property or business in amounts sufficient to cover operating expenses and debt service; and |
· | Consumer Loans. Consumer loans (such as automobile and manufactured home loans) are collateralized, if at all, with assets that may not provide an adequate source of repayment of the loan due to depreciation, damage or loss. |
46 | ||
47 | ||
48 | ||
49 | ||
50 | ||
51 | ||
· | the OCC became the primary federal regulator for federal savings banks such as Atlantic Coast Bank (replacing the OTS), and the FRB now supervises and regulates all savings and loan holding companies that were formerly regulated by the OTS, including the Company; |
· | effective July 21, 2011, the federal prohibition on paying interest on demand deposits has been eliminated, thus allowing businesses to have interest-bearing checking accounts. This change has increased our interest expense; |
· | the FRB is required to set minimum capital levels for depository institution holding companies that are as stringent as those required for their insured depository subsidiaries, and the components of Tier 1 capital are required to be restricted to capital instruments that are currently considered to be Tier 1 capital for insured depository institutions. There is a five-year transition period (from the July 21, 2010 effective date of the Dodd-Frank Act) before the capital requirements will apply to savings and loan holding companies. However, recently proposed rules would not provide such a transition period for savings and loan holding companies; |
· | the federal banking regulators are required to implement new leverage and capital requirements that take into account off-balance sheet activities and other risks, including risks relating to securitized products and derivatives; |
· | a new Consumer Financial Protection Bureau has been established, which has broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets, like Atlantic Coast Bank, will be examined by their applicable bank regulators; and |
· | federal preemption rules that have been applicable for national banks and federal savings banks have been weakened, and state attorneys general have the ability to enforce federal consumer protection laws. |
52 | ||
53 | ||
54 | ||
55 | ||
56 | ||
· | our classified Board of Directors; |
· | notice and information requirements for stockholders to nominate candidates for election to the Board of Directors or to propose business to be acted on at the annual meeting of stockholders; |
· | requirement that a special meeting called by stockholders may be called only by the holders of at least a majority of all votes entitled to be cast at the meeting; |
· | limitations on voting rights; |
· | restrictions on removing directors from office; |
· | authorized but unissued shares; |
· | stockholder voting requirements for amendments to the articles of incorporation and bylaws; and |
· | consideration of other factors by the Board of Directors when evaluating change in control transactions. |
· | the designation of, and the number of, shares constituting each series of preferred stock; |
· | the dividend rate for each series; |
· | the terms and conditions of any voting, conversion and exchange rights for each series; |
· | the amounts payable on each series on redemption or our liquidation, dissolution or winding-up; |
· | the provisions of any sinking fund for the redemption or purchase of shares of any series; and |
· | the preferences and the relative rights among the series of preferred stock. |
57 | ||
|
|
Owned or
|
|
Lease
|
|
Net Book Value
|
|
|
Location
|
|
Leased
|
|
Expiration Date
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
HOME AND EXECUTIVE OFFICE:
|
|
|
|
|
|
|
|
|
FLORIDA REGIONAL CENTER
|
|
Leased
|
|
April 2014
|
|
$
|
49
|
|
10151 Deerwood Park Blvd
|
|
|
|
|
|
|
|
|
Building 200, Suite 100
|
|
|
|
|
|
|
|
|
Jacksonville, FL 32256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
BRANCH OFFICES:
|
|
|
|
|
|
|
|
|
505 Haines Avenue
|
|
Owned
|
|
|
|
|
1,346
|
|
Waycross, GA 31501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Drive-up Facility
|
|
Owned
|
|
|
|
|
75
|
|
400 Haines Avenue
|
|
|
|
|
|
|
|
|
Waycross, GA 31501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2110 Memorial Drive
|
|
Owned
|
|
|
|
|
541
|
|
Waycross, GA 31501
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1390 South Gaskin Avenue
|
|
Owned
|
|
|
|
|
387
|
|
Douglas, GA 31533
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
213 Hwy 80 West
|
|
Owned
|
|
|
|
|
265
|
|
Garden City, GA 31408
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
10328 Deerwood Park Blvd.
|
|
Owned
|
|
|
|
|
1,036
|
|
Jacksonville, FL 32256
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
8048 Normandy Blvd.
|
|
Owned
|
|
|
|
|
929
|
|
Jacksonville, FL 32221
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1567 Kingsley Avenue
|
|
Leased
|
|
January 2018
|
|
|
532
|
|
Orange Park, FL 32073
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
930 University Avenue, North
|
|
Owned
|
|
|
|
|
938
|
|
Jacksonville, FL 32211
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1700 South Third Street
|
|
Owned
|
|
|
|
|
1,475
|
|
Jacksonville Beach, FL 32200
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
1425 Atlantic Blvd.
|
|
Owned
|
|
|
|
|
3,531
|
|
Neptune Beach, FL 32233
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2766 Race Track Road
|
|
Owned
|
|
|
|
|
1,879
|
|
Jacksonville, FL 32259
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
276 Paseo Reyes Drive
|
|
Owned
|
|
|
|
|
1,270
|
|
St. Augustine, FL 32095
|
|
|
|
|
|
|
|
|
58 | ||
59 | ||
|
|
High
|
|
Low
|
|
Dividends
|
|
|||
Fiscal 2013:
|
|
|
|
|
|
|
|
|
|
|
Fourth quarter (October 1 December 31)
|
|
$
|
4.44
|
|
$
|
3.00
|
|
$
|
0.00
|
|
Third quarter (July 1 September 30)
|
|
|
5.25
|
|
|
3.46
|
|
|
0.00
|
|
Second quarter (April 1 June 30)
|
|
|
6.88
|
|
|
4.38
|
|
|
0.00
|
|
First quarter (January 1 March 31)
|
|
|
4.95
|
|
|
1.81
|
|
|
0.00
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal 2012:
|
|
|
|
|
|
|
|
|
|
|
Fourth quarter (October 1 December 31)
|
|
$
|
3.30
|
|
$
|
1.46
|
|
$
|
0.00
|
|
Third quarter (July 1 September 30)
|
|
|
2.75
|
|
|
1.37
|
|
|
0.00
|
|
Second quarter (April 1 June 30)
|
|
|
2.63
|
|
|
1.80
|
|
|
0.00
|
|
First quarter (January 1 March 31)
|
|
|
3.19
|
|
|
2.05
|
|
|
0.00
|
|
|
|
Number of Securities to be
|
|
Weighted Average
|
|
Number of Securities Remaining
|
|
|
|
|
Issued Upon Exercise of
|
|
Exercise Price (2) of
|
|
Available for Future Issuance
|
|
|
|
|
Outstanding Options,
|
|
Outstanding Options,
|
|
Under Equity Compensation
|
|
|
|
|
Warrants and Rights (1)
|
|
Warrants and Rights
|
|
Plans (3)
|
|
|
Equity compensation plans approved by
stockholders |
|
83,755
|
|
$
|
50.98
|
|
53,688
|
|
Equity compensation plans not approved
by stockholders |
|
|
|
|
|
|
|
|
Total
|
|
83,755
|
|
$
|
50.98
|
|
53,688
|
|
(1) | Consists of options to purchase 83,755 shares of common stock under the Atlantic Coast Financial Corporation 2005 Stock Option Plan. |
(2) | The weighted average exercise price reflects the weighted average exercise price of stock options awarded from the Atlantic Coast Financial Corporation 2005 Stock Option Plan. |
(3) | Consists of stock options for 53,688 shares of common stock available to be granted from the Atlantic Coast Financial Corporation 2005 Stock Option Plan. |
60 | ||
|
|
At December 31,
|
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
733,633
|
|
$
|
772,619
|
|
$
|
788,967
|
|
$
|
827,442
|
|
$
|
905,561
|
|
Cash and cash equivalents
|
|
|
114,194
|
|
|
67,828
|
|
|
41,017
|
|
|
8,550
|
|
|
37,144
|
|
Investment securities (available-for-sale and
held-to-maturity) |
|
|
178,998
|
|
|
159,745
|
|
|
126,821
|
|
|
149,090
|
|
|
177,938
|
|
Portfolio loans, net
|
|
|
371,956
|
|
|
421,201
|
|
|
505,707
|
|
|
549,752
|
|
|
614,371
|
|
Other loans (held-for-sale and warehouse)
|
|
|
22,179
|
|
|
72,568
|
|
|
61,619
|
|
|
49,318
|
|
|
8,990
|
|
Federal Home Loan Bank stock, at cost
|
|
|
5,879
|
|
|
7,260
|
|
|
9,600
|
|
|
10,158
|
|
|
10,023
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
460,098
|
|
|
499,760
|
|
|
508,411
|
|
|
528,497
|
|
|
555,444
|
|
Total borrowings
|
|
|
202,800
|
|
|
227,800
|
|
|
227,800
|
|
|
247,800
|
|
|
287,694
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
65,525
|
|
|
40,260
|
|
|
46,294
|
|
|
44,791
|
|
|
56,541
|
|
|
|
Years Ended December 31,
|
|
|||||||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
|||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
Total interest and dividend income
|
|
$
|
28,836
|
|
$
|
33,505
|
|
$
|
38,281
|
|
$
|
44,855
|
|
$
|
48,718
|
|
Total interest expense
|
|
|
12,695
|
|
|
14,270
|
|
|
16,756
|
|
|
21,192
|
|
|
26,935
|
|
Net interest income
|
|
|
16,141
|
|
|
19,235
|
|
|
21,525
|
|
|
23,663
|
|
|
21,783
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Provision for portfolio loan losses
|
|
|
7,026
|
|
|
12,491
|
|
|
15,383
|
|
|
21,230
|
|
|
24,873
|
|
Net interest income (loss) after provision for portfolio
loan losses |
|
|
9,115
|
|
|
6,744
|
|
|
6,142
|
|
|
2,433
|
|
|
(3,090)
|
|
Total noninterest income
|
|
|
6,328
|
|
|
10,096
|
|
|
11,232
|
|
|
8,262
|
|
|
4,165
|
|
Total noninterest expense
|
|
|
26,849
|
|
|
23,357
|
|
|
28,085
|
|
|
24,891
|
|
|
24,300
|
|
(Loss) income before income tax expense (benefit)
|
|
|
(11,406)
|
|
|
(6,517)
|
|
|
(10,711)
|
|
|
(14,196)
|
|
|
(23,225)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income tax expense (benefit)
|
|
|
|
|
|
150
|
|
|
(424)
|
|
|
|
|
|
6,110
|
|
Net loss
|
|
$
|
(11,406)
|
|
$
|
(6,667)
|
|
$
|
(10,287)
|
|
$
|
(14,196)
|
|
$
|
(29,335)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per common share:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(3.23)
|
|
$
|
(2.67)
|
|
$
|
(4.13)
|
|
$
|
(5.51)
|
|
$
|
(11.43)
|
|
Diluted
|
|
$
|
(3.23)
|
|
$
|
(2.67)
|
|
$
|
(4.13)
|
|
$
|
(5.51)
|
|
$
|
(11.43)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Dividends declared per common share
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
|
|
$
|
0.10
|
|
61 | ||
|
|
At or For the Year Ended December 31,
|
|
||||||||
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|
2009
|
|
Performance Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
Return (loss) on assets (ratio of net income (loss) to
average total assets) |
|
(1.55)
|
%
|
(0.85)
|
%
|
(1.27)
|
%
|
(1.58)
|
%
|
(3.01)
|
%
|
Return (loss) on equity (ratio of net income (loss)
to average equity) |
|
(30.45)
|
%
|
(14.51)
|
%
|
(19.24)
|
%
|
(25.85)
|
%
|
(38.40)
|
%
|
Dividend Payout ratio
|
|
|
%
|
|
%
|
|
%
|
|
%
|
(0.9)
|
%
|
Interest rate spread information:
|
|
|
|
|
|
|
|
|
|
|
|
Interest rate spread (1)
|
|
2.18
|
%
|
2.42
|
%
|
2.67
|
%
|
2.66
|
%
|
2.14
|
%
|
Net interest margin (2)
|
|
2.31
|
%
|
2.58
|
%
|
2.83
|
%
|
2.79
|
%
|
2.37
|
%
|
Ratio of operating expense to average total assets
|
|
3.64
|
%
|
2.99
|
%
|
3.48
|
%
|
2.77
|
%
|
2.49
|
%
|
Efficiency ratio (3)
|
|
119.49
|
%
|
79.63
|
%
|
85.74
|
%
|
77.97
|
%
|
93.65
|
%
|
Ratio of average interest-earning assets to average
interest-bearing liabilities |
|
107.14
|
%
|
108.11
|
%
|
107.07
|
%
|
105.58
|
%
|
107.92
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Asset Quality Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
Non-performing assets to total assets at end of year
|
|
1.17
|
%
|
4.26
|
%
|
6.65
|
%
|
4.60
|
%
|
4.44
|
%
|
Allowance for portfolio loan losses to non-performing
portfolio loans |
|
205.44
|
%
|
43.76
|
%
|
33.31
|
%
|
47.45
|
%
|
39.29
|
%
|
Allowance for portfolio loan losses to total portfolio loans
|
|
1.83
|
%
|
2.52
|
%
|
2.98
|
%
|
2.37
|
%
|
2.22
|
%
|
Net charge-offs to average outstanding portfolio loans
|
|
2.77
|
%
|
3.59
|
%
|
2.25
|
%
|
3.47
|
%
|
3.11
|
%
|
Non-performing portfolio loans to total portfolio loans
|
|
0.89
|
%
|
5.76
|
%
|
8.94
|
%
|
4.99
|
%
|
5.64
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Capital Ratios:
|
|
|
|
|
|
|
|
|
|
|
|
Total capital to risk weighted assets
|
|
20.5
|
%
|
9.8
|
%
|
10.9
|
%
|
10.1
|
%
|
11.4
|
%
|
Tier 1 capital to risk weighted assets
|
|
19.2
|
%
|
8.6
|
%
|
9.7
|
%
|
8.8
|
%
|
10.2
|
%
|
Tier 1 capital to adjusted assets
|
|
9.7
|
%
|
5.1
|
%
|
5.8
|
%
|
5.5
|
%
|
6.1
|
%
|
Average equity to average assets
|
|
5.1
|
%
|
5.9
|
%
|
6.6
|
%
|
6.1
|
%
|
7.8
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Other Data:
|
|
|
|
|
|
|
|
|
|
|
|
Number of full-service offices
|
|
11
|
|
11
|
|
11
|
|
11
|
|
11
|
|
Number of loans
|
|
6,835
|
|
7,889
|
|
8,831
|
|
9,815
|
|
11,094
|
|
Number of deposit accounts
|
|
35,960
|
|
37,681
|
|
39,094
|
|
39,606
|
|
39,282
|
|
(1) | Interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted-average cost of interest-bearing liabilities for the period. |
(2) | Net interest margin represents net interest income divided by average interest earning assets. |
(3) | Efficiency ratio represents noninterest expense as a percentage of net interest income plus noninterest income. |
62 | ||
63 | ||
· | An aggressive charge-off policy. Beginning in 2009, management implemented an aggressive charge-off strategy for one- to four-family residential mortgage loans and home equity loans by taking partial or full charge-offs in the period that such loans became non-accruing, generally when loans are 90 days or more past due. |
· | Loan work out programs. We remain committed to working with responsible borrowers to renegotiate residential loan terms. The Bank had $21.9 million in troubled debt restructurings at December 31, 2013. Troubled debt restructurings avoid the expense of foreclosure proceedings, and holding and disposition expenses of selling foreclosed property, and provide us increased interest income. |
· | Enhanced collection practices. Beginning in 2009, due to the elevated delinquency of our one- to four-family residential mortgage loans and the increasing complexity of working out these types of loans, management engaged the services of a national third party servicer for certain loans. Initially, one- to four-family residential mortgage loans, and any associated home equity loans that were 60 days past due, were assigned to the third party servicer for collection. Subsequently, the Bank assigned other one- to four-family residential mortgage loans to the third party servicer irrespective of delinquency status, if it was determined the loan may have higher than normal collection risk. At December 31, 2013, the outstanding balance of loans assigned to the third party servicer was $67.4 million. In addition, starting in 2012 and continuing through 2013, the Company increased resources internally to focus on workouts of non-performing one- to four-family residential loans which has led to decreased levels of non-performing loans and improved recoveries. |
· | Non-performing asset sales. In order to reduce the expenses of the foreclosure process, including the sale of foreclosed property, the Bank has sold certain non-performing loans through national loan sales of distressed assets, which may mitigate future losses. During 2013, the Bank sold $13.2 million of non-performing assets through bulk distressed asset sales resulting in losses on such sales of $6.3 million. The Bank does not intend to use bulk distressed asset sales in the foreseeable future. Also as a part of the Bank’s work out program the Bank continues to accept short sales of residential property by borrowers where such properties are sold at a loss and the proceeds of such sales are paid to us when this action represents the least costly resolution for the Company. |
64 | ||
· | Credit risk management. The Bank is also enhancing credit administration by improving internal risk management processes. In 2010, an independent risk committee of our Board of Directors was established to evaluate and monitor system, market and credit risk. In 2012, in connection with a requirement by the Order, the Bank established a broad problem asset resolution program and developed enhanced asset workout plans for each criticized asset. |
· | Internal mortgage originations strategy. With the success of the Company’s capital raise in December 2013, the Bank reentered the business of originating one- to four-family residential loans for investment, and intends to continue originating such loans internally |
· | Warehouse lending strategy. In the latter part of 2009, the Bank began a program for warehouse lending where we finance lines of credit secured by one- to four-family residential loans originated under purchase and assumption agreements by third-party originators and hold a lien position for a short duration (usually less than 30 days) while earning interest (and often a fee) until a sale is completed to an investor. Management expects to modestly expand this aspect of mortgage banking in the future. |
· | Commercial lending strategy. Management also plans to increase commercial business lending and owner-occupied commercial real estate lending with an emphasis on small businesses. The Bank intends to participate in government programs relating to commercial business loans such as the SBA and the U.S. Department of Agriculture (USDA). The Company generally sells the guaranteed portion of SBA loans to investors at attractive premiums. Our focus on owner-occupied commercial real estate loans will be to professional service businesses. The Bank does not intend to originate or purchase higher risk loans such as commercial real estate development projects, or land acquisition and development loans. |
65 | ||
66 | ||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(Dollars in Millions)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
First quarter
|
|
$
|
1.2
|
|
$
|
3.5
|
|
$
|
2.8
|
|
Second quarter
|
|
|
1.2
|
|
|
3.7
|
|
|
3.0
|
|
Third quarter
|
|
|
1.3
|
|
|
3.5
|
|
|
4.4
|
|
Fourth quarter
|
|
|
3.3
|
|
|
1.8
|
|
|
5.2
|
|
Total provision for portfolio loan losses
|
|
$
|
7.0
|
|
$
|
12.5
|
|
$
|
15.4
|
|
67 | ||
68 | ||
69 | ||
|
|
December 31,
|
|
December 31,
|
|
Increase / (Decrease)
|
|
|||||
|
|
2013
|
|
2012
|
|
Amount
|
%
|
|
||||
|
|
(Dollars in Thousands)
|
|
|||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
114,194
|
|
$
|
67,828
|
|
$
|
46,366
|
|
68.4
|
%
|
Investment securities (available-for-sale and
held-to-maturity) |
|
|
178,998
|
|
|
159,745
|
|
|
19,253
|
|
12.1
|
%
|
Portfolio loans
|
|
|
378,902
|
|
|
432,090
|
|
|
(53,188)
|
|
-12.3
|
%
|
Allowance for portfolio loan losses
|
|
|
6,946
|
|
|
10,889
|
|
|
(3,943)
|
|
-36.2
|
%
|
Portfolio loans, net
|
|
|
371,956
|
|
|
421,201
|
|
|
(49,245)
|
|
-11.7
|
%
|
Other loans (held-for-sale and warehouse)
|
|
|
22,179
|
|
|
72,568
|
|
|
(50,389)
|
|
-69.4
|
%
|
Other Assets
|
|
|
46,306
|
|
|
51,277
|
|
|
(4,971)
|
|
-9.7
|
%
|
Total assets
|
|
$
|
733,633
|
|
$
|
772,619
|
|
$
|
(38,986)
|
|
-5.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Liabilities and stockholders’ equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest-bearing demand
|
|
$
|
34,782
|
|
$
|
41,904
|
|
$
|
(7,122)
|
|
-17.0
|
%
|
Interest-bearing demand
|
|
|
68,954
|
|
|
73,490
|
|
|
(4,536)
|
|
-6.2
|
%
|
Savings and money market
|
|
|
172,552
|
|
|
181,708
|
|
|
(9,156)
|
|
-5.0
|
%
|
Time
|
|
|
183,810
|
|
|
202,658
|
|
|
(18,848)
|
|
-9.3
|
%
|
Total deposits
|
|
|
460,098
|
|
|
499,760
|
|
|
(39,662)
|
|
-7.9
|
%
|
Securities sold under agreements to repurchase
|
|
|
92,800
|
|
|
92,800
|
|
|
|
|
|
|
Federal Home Loan Bank advances
|
|
|
110,000
|
|
|
135,000
|
|
|
(25,000)
|
|
-18.5
|
%
|
Accrued expenses and other liabilities
|
|
|
5,210
|
|
|
4,799
|
|
|
411
|
|
8.6
|
%
|
Total liabilities
|
|
|
668,108
|
|
|
732,359
|
|
|
(64,251)
|
|
-8.8
|
%
|
Total stockholders’ equity
|
|
|
65,525
|
|
|
40,260
|
|
|
25,265
|
|
62.8
|
%
|
Total liabilities and stockholders’ equity
|
|
$
|
733,633
|
|
$
|
772,619
|
|
$
|
(38,986)
|
|
-5.0
|
%
|
70 | ||
|
|
December 31,
2013 |
|
% of
Total Loans |
|
December 31,
2012 |
|
% of
Total Loans |
|
||
|
|
(Dollars in Thousands)
|
|
||||||||
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
167,455
|
|
44.9
|
%
|
$
|
193,057
|
|
45.3
|
%
|
Commercial
|
|
|
48,356
|
|
12.9
|
%
|
|
58,193
|
|
13.7
|
%
|
Other (land and multi-family)
|
|
|
15,790
|
|
4.2
|
%
|
|
19,908
|
|
4.7
|
%
|
Total real estate loans
|
|
|
231,601
|
|
62.0
|
%
|
|
271,158
|
|
63.7
|
%
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
0.0
|
%
|
|
|
|
0.0
|
%
|
Commercial
|
|
|
2,582
|
|
0.7
|
%
|
|
5,049
|
|
1.2
|
%
|
Acquisition and development
|
|
|
|
|
0.0
|
%
|
|
|
|
0.0
|
%
|
Total real estate construction loans
|
|
|
2,582
|
|
0.7
|
%
|
|
5,049
|
|
1.2
|
%
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
52,767
|
|
14.1
|
%
|
|
63,867
|
|
15.0
|
%
|
Consumer
|
|
|
53,290
|
|
14.3
|
%
|
|
61,558
|
|
14.4
|
%
|
Commercial
|
|
|
33,029
|
|
8.9
|
%
|
|
24,308
|
|
5.7
|
%
|
Total other portfolio loans
|
|
|
139,086
|
|
37.3
|
%
|
|
149,733
|
|
35.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total loans
|
|
|
373,269
|
|
100.0
|
%
|
|
425,940
|
|
100.0
|
%
|
Allowance for portfolio loan losses
|
|
|
(6,946)
|
|
|
|
|
(10,889)
|
|
|
|
Net deferred loan costs
|
|
|
5,633
|
|
|
|
|
6,150
|
|
|
|
Loans, net
|
|
$
|
371,956
|
|
|
|
$
|
421,201
|
|
|
|
71 | ||
|
|
Florida
|
|
Georgia
|
|
Other States
|
|
Total
|
|
||||
|
|
(Dollars in Thousands)
|
|
||||||||||
One- to four-family first mortgages
|
|
$
|
107,974
|
|
$
|
37,565
|
|
$
|
21,916
|
|
$
|
167,455
|
|
One- to four-family second mortgages
|
|
|
25,412
|
|
|
26,375
|
|
|
980
|
|
|
52,767
|
|
One- to four-family construction loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
$
|
133,386
|
|
$
|
63,940
|
|
$
|
22,896
|
|
$
|
220,222
|
|
|
|
December 31, 2013
|
|
|
December 31, 2012
|
|
||
|
|
(Dollars in Thousands)
|
|
|||||
|
|
|
|
|
|
|
|
|
Balance at beginning of year
|
|
$
|
10,889
|
|
|
$
|
15,526
|
|
|
|
|
|
|
|
|
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
(4,485)
|
|
|
|
(6,347)
|
|
Commercial
|
|
|
(2,452)
|
|
|
|
(2,756)
|
|
Other (land and multi-family)
|
|
|
(790)
|
|
|
|
(1,906)
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
(1,145)
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
(2,017)
|
|
|
|
(3,215)
|
|
Consumer
|
|
|
(2,131)
|
|
|
|
(1,567)
|
|
Commercial
|
|
|
(880)
|
|
|
|
(1,769)
|
|
Total charge-offs
|
|
|
(12,755)
|
|
|
|
(18,705)
|
|
|
|
|
|
|
|
|
|
|
Recoveries:
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
961
|
|
|
|
1,036
|
|
Commercial
|
|
|
|
|
|
|
3
|
|
Other (land and multi-family)
|
|
|
63
|
|
|
|
8
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
395
|
|
|
|
223
|
|
Consumer
|
|
|
289
|
|
|
|
305
|
|
Commercial
|
|
|
78
|
|
|
|
2
|
|
Total recoveries
|
|
|
1,786
|
|
|
|
1,577
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs
|
|
|
(10,969)
|
|
|
|
(17,128)
|
|
Provision for portfolio loan losses
|
|
|
7,026
|
|
|
|
12,491
|
|
Balance at end of year
|
|
$
|
6,946
|
|
|
$
|
10,889
|
|
|
|
|
|
|
|
|
|
|
Net charge-offs to average outstanding portfolio loans
|
|
|
2.77
|
%
|
|
|
3.59
|
%
|
72 | ||
|
|
December 31, 2013
|
|
|
December 31, 2012
|
|
||
|
|
(Dollars in Thousands)
|
|
|||||
|
|
|
|
|
|
|
|
|
Non-performing assets:
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
2,677
|
|
|
$
|
10,555
|
|
Commercial
|
|
|
|
|
|
|
8,643
|
|
Other (land and multi-family)
|
|
|
75
|
|
|
|
595
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
739
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
400
|
|
|
|
2,212
|
|
Consumer
|
|
|
229
|
|
|
|
969
|
|
Commercial
|
|
|
|
|
|
|
1,171
|
|
Total non-performing loans
|
|
|
3,381
|
|
|
|
24,884
|
|
Other real estate owned
|
|
|
5,225
|
|
|
|
8,065
|
|
Total non-performing assets
|
|
$
|
8,606
|
|
|
$
|
32,949
|
|
|
|
|
|
|
|
|
|
|
Non-performing loans to total loans
|
|
|
0.9
|
%
|
|
|
5.8
|
%
|
Non-performing assets to total assets
|
|
|
1.2
|
%
|
|
|
4.3
|
%
|
73 | ||
|
|
December 31, 2013
|
|
December 31, 2012
|
|
||||||||
|
|
Balance
|
|
Specific
Reserve |
|
Balance
|
|
Specific
Reserve |
|
||||
|
|
(Dollars in Thousands)
|
|
||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Performing
|
|
$
|
263
|
|
$
|
|
|
$
|
6,465
|
|
$
|
|
|
Non-performing (1)
|
|
|
131
|
|
|
|
|
|
11,196
|
|
|
286
|
|
Troubled debt restructuring by category:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Troubled debt restructurings performing for less than 12
months commercial |
|
|
13,008
|
|
|
123
|
|
|
7,632
|
|
|
214
|
|
Troubled debt restructurings performing for less than 12
months residential |
|
|
8,767
|
|
|
1,227
|
|
|
12,383
|
|
|
1,688
|
|
Total impaired loans
|
|
$
|
22,169
|
|
$
|
1,350
|
|
$
|
37,676
|
|
$
|
2,188
|
|
74 | ||
|
|
December 31, 2013
|
|
December 31, 2012
|
|
||
|
|
(Dollars in Thousands)
|
|
||||
Other loans:
|
|
|
|
|
|
|
|
Held-for-sale
|
|
$
|
1,656
|
|
$
|
4,089
|
|
Warehouse loans held-for-investment
|
|
|
20,523
|
|
|
68,479
|
|
Total other loans
|
|
$
|
22,179
|
|
$
|
72,568
|
|
75 | ||
|
|
December 31, 2013
|
|
|
December 31, 2012
|
|
||
|
|
(Dollars in Thousands)
|
|
|||||
|
|
|
|
|
|
|
|
|
Average daily balance
|
|
$
|
92,800
|
|
|
$
|
92,800
|
|
Weighted average coupon interest rate during the period
|
|
|
5.10
|
%
|
|
|
5.10
|
%
|
Maximum month-end balance during the period
|
|
$
|
92,800
|
|
|
$
|
92,800
|
|
Weighted average coupon interest rate at end of period
|
|
|
5.10
|
%
|
|
|
5.10
|
%
|
Weighted average maturity (months)
|
|
|
30
|
|
|
|
42
|
|
76 | ||
77 | ||
|
|
Year Ended December 31,
|
|
||||||||||||||||
|
|
2013
|
|
2012
|
|
||||||||||||||
|
|
Average
|
|
|
|
Average
|
|
Average
|
|
|
|
Average
|
|
||||||
|
|
Balance
|
|
Interest
|
|
Yield / Cost
|
|
Balance
|
|
Interest
|
|
Yield / Cost
|
|
||||||
|
|
(Dollars in Thousands)
|
|
(Dollars in Thousands)
|
|
||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans (1)
|
|
$
|
444,213
|
|
$
|
25,905
|
|
|
5.83
|
%
|
$
|
529,518
|
|
$
|
30,223
|
|
|
5.71
|
%
|
Investment securities (2)
|
|
|
165,289
|
|
|
2,576
|
|
|
1.56
|
%
|
|
148,279
|
|
|
3,021
|
|
|
2.04
|
%
|
Other interest-earning assets (3)
|
|
|
90,074
|
|
|
355
|
|
|
0.39
|
%
|
|
67,766
|
|
|
261
|
|
|
0.39
|
%
|
Total interest-earning assets
|
|
|
699,576
|
|
|
28,836
|
|
|
4.12
|
%
|
|
745,563
|
|
|
33,505
|
|
|
4.49
|
%
|
Noninterest-earning assets
|
|
|
38,008
|
|
|
|
|
|
|
|
|
36,192
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
737,584
|
|
|
|
|
|
|
|
$
|
781,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand accounts
|
|
$
|
71,757
|
|
$
|
219
|
|
|
0.30
|
%
|
$
|
75,440
|
|
$
|
355
|
|
|
0.47
|
%
|
Savings deposits
|
|
|
70,096
|
|
|
234
|
|
|
0.33
|
%
|
|
76,310
|
|
|
346
|
|
|
0.45
|
%
|
Money market accounts
|
|
|
104,229
|
|
|
487
|
|
|
0.47
|
%
|
|
118,005
|
|
|
583
|
|
|
0.49
|
%
|
Time deposits
|
|
|
203,920
|
|
|
2,368
|
|
|
1.16
|
%
|
|
192,109
|
|
|
2,845
|
|
|
1.48
|
%
|
Securities sold under agreements to repurchase
|
|
|
92,800
|
|
|
4,796
|
|
|
5.17
|
%
|
|
92,800
|
|
|
4,809
|
|
|
5.18
|
%
|
Federal Home Loan Bank advances
|
|
|
110,068
|
|
|
4,591
|
|
|
4.17
|
%
|
|
135,000
|
|
|
5,332
|
|
|
3.95
|
%
|
Total interest-bearing liabilities
|
|
|
652,870
|
|
|
12,695
|
|
|
1.94
|
%
|
|
689,664
|
|
|
14,270
|
|
|
2.07
|
%
|
Noninterest-bearing liabilities
|
|
|
47,191
|
|
|
|
|
|
|
|
|
46,147
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
700,061
|
|
|
|
|
|
|
|
|
735,811
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
37,523
|
|
|
|
|
|
|
|
|
45,944
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
737,584
|
|
|
|
|
|
|
|
$
|
781,755
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
|
|
$
|
16,141
|
|
|
|
|
|
|
|
$
|
19,235
|
|
|
|
|
Net interest spread
|
|
|
|
|
|
|
|
|
2.18
|
%
|
|
|
|
|
|
|
|
2.42
|
%
|
Net interest-earning assets
|
|
$
|
46,706
|
|
|
|
|
|
|
|
$
|
55,899
|
|
|
|
|
|
|
|
Net interest margin (4)
|
|
|
|
|
|
|
|
|
2.31
|
%
|
|
|
|
|
|
|
|
2.58
|
%
|
Average interest-earning assets to average interest-bearing
liabilities |
|
|
|
|
|
107.15
|
%
|
|
|
|
|
|
|
|
108.11
|
%
|
|
|
|
(1) | Includes portfolio loans and other loans. Calculated net of deferred loan fees. Non-accrual loans included as loans carrying a zero yield. |
(2) | Calculated based on carrying value. State and municipal investment securities yields have not been adjusted to full tax equivalents, as the numbers would not change materially from those presented in the table. |
(3) | Includes Federal Home Loan Bank stock at cost and term deposits with other financial institutions. |
(4) | Net interest income divided by average interest-earning assets. |
78 | ||
|
|
Increase / (Decrease)
|
|
|
|
|
||||
|
|
|
Due to
|
|
|
Due to
|
|
|
Total
|
|
|
|
|
Volume
|
|
|
Rate
|
|
|
Increase / (Decrease)
|
|
|
|
(Dollars in Thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
(4,962)
|
|
$
|
644
|
|
$
|
(4,318)
|
|
Investment securities
|
|
|
320
|
|
|
(765)
|
|
|
(445)
|
|
Other interest-earning assets
|
|
|
88
|
|
|
6
|
|
|
94
|
|
Total interest-earning assets
|
|
|
(4,554)
|
|
|
(115)
|
|
|
(4,669)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand accounts
|
|
|
(17)
|
|
|
(119)
|
|
|
(136)
|
|
Savings deposits
|
|
|
(26)
|
|
|
(86)
|
|
|
(112)
|
|
Money market accounts
|
|
|
(66)
|
|
|
(30)
|
|
|
(96)
|
|
Time deposits
|
|
|
167
|
|
|
(644)
|
|
|
(477)
|
|
Securities sold under agreements to repurchase
|
|
|
-
|
|
|
(13)
|
|
|
(13)
|
|
Federal Home Loan Bank advances
|
|
|
(1,027)
|
|
|
286
|
|
|
(741)
|
|
Total interest-bearing liabilities
|
|
|
(969)
|
|
|
(606)
|
|
|
(1,575)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
(3,585)
|
|
$
|
491
|
|
$
|
(3,094)
|
|
79 | ||
80 | ||
|
|
|
|
|
|
|
|
Increase / (Decrease)
|
|
|||
|
|
2013
|
|
2012
|
|
Amount
|
|
Percentage
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||||
Service charges and fees
|
|
$
|
2,988
|
|
$
|
3,344
|
|
$
|
(356)
|
|
-10.6
|
%
|
Gain on sale of loans held-for-sale
|
|
|
692
|
|
|
1,830
|
|
|
(1,138)
|
|
-62.2
|
%
|
Gain on securities available-for-sale
|
|
|
|
|
|
2,410
|
|
|
(2,410)
|
|
-100.0
|
%
|
Bank owned life insurance earnings
|
|
|
380
|
|
|
444
|
|
|
(64)
|
|
-14.4
|
%
|
Interchange fees
|
|
|
1,571
|
|
|
1,584
|
|
|
(13)
|
|
-0.8
|
%
|
Other
|
|
|
697
|
|
|
484
|
|
|
213
|
|
44.0
|
%
|
|
|
$
|
6,328
|
|
$
|
10,096
|
|
$
|
(3,768)
|
|
-37.3
|
%
|
|
|
|
|
|
|
|
|
Increase / (Decrease)
|
|
|||
|
|
2013
|
|
2012
|
|
Amount
|
|
Percentage
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||||
Compensation and benefits
|
|
$
|
8,382
|
|
$
|
9,012
|
|
$
|
(630)
|
|
-7.0
|
%
|
Occupancy and equipment
|
|
|
1,905
|
|
|
2,002
|
|
|
(97)
|
|
-4.8
|
%
|
FDIC insurance premiums
|
|
|
1,671
|
|
|
1,458
|
|
|
213
|
|
14.6
|
%
|
Foreclosed assets, net
|
|
|
3,609
|
|
|
406
|
|
|
3,203
|
|
788.9
|
%
|
Data processing
|
|
|
1,430
|
|
|
1,398
|
|
|
32
|
|
2.3
|
%
|
Outside professional services
|
|
|
2,663
|
|
|
2,437
|
|
|
226
|
|
9.3
|
%
|
Collection expense and repossessed asset losses
|
|
|
2,337
|
|
|
2,695
|
|
|
(358)
|
|
-13.3
|
%
|
Other
|
|
|
4,852
|
|
|
3,949
|
|
|
903
|
|
22.9
|
%
|
|
|
$
|
26,849
|
|
$
|
23,357
|
|
$
|
3,492
|
|
15.0
|
%
|
81 | ||
82 | ||
|
|
Year Ended December 31,
|
|
||||||||||||||||
|
|
2012
|
|
2011
|
|
||||||||||||||
|
|
Average
|
|
|
|
|
|
Average
|
|
Average
|
|
|
|
|
|
Average
|
|
||
|
|
Balance
|
|
Interest
|
|
|
Yield / Cost
|
|
Balance
|
|
Interest
|
|
|
Yield / Cost
|
|
||||
|
|
(Dollars in Thousands)
|
|
(Dollars in Thousands)
|
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loans (1)
|
|
$
|
529,518
|
|
$
|
30,223
|
|
|
5.71
|
%
|
$
|
585,918
|
|
$
|
33,675
|
|
|
5.75
|
%
|
Investment securities (2)
|
|
|
148,279
|
|
|
3,021
|
|
|
2.04
|
%
|
|
144,912
|
|
|
4,485
|
|
|
3.09
|
%
|
Other interest-earning assets (3)
|
|
|
67,766
|
|
|
261
|
|
|
0.39
|
%
|
|
29,960
|
|
|
121
|
|
|
0.41
|
%
|
Total interest-earning assets
|
|
|
745,563
|
|
|
33,505
|
|
|
4.49
|
%
|
|
760,790
|
|
|
38,281
|
|
|
5.03
|
%
|
Noninterest-earning assets
|
|
|
36,192
|
|
|
|
|
|
|
|
|
46,995
|
|
|
|
|
|
|
|
Total assets
|
|
$
|
781,755
|
|
|
|
|
|
|
|
$
|
807,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand accounts
|
|
$
|
75,440
|
|
$
|
355
|
|
|
0.47
|
%
|
$
|
74,716
|
|
$
|
820
|
|
|
1.10
|
%
|
Savings deposits
|
|
|
76,310
|
|
|
346
|
|
|
0.45
|
%
|
|
69,420
|
|
|
430
|
|
|
0.62
|
%
|
Money market accounts
|
|
|
118,005
|
|
|
583
|
|
|
0.49
|
%
|
|
119,062
|
|
|
887
|
|
|
0.75
|
%
|
Time deposits
|
|
|
192,109
|
|
|
2,845
|
|
|
1.48
|
%
|
|
207,167
|
|
|
4,041
|
|
|
1.95
|
%
|
Securities sold under agreements
to repurchase |
|
|
92,800
|
|
|
4,809
|
|
|
5.18
|
%
|
|
92,800
|
|
|
4,786
|
|
|
5.16
|
%
|
Federal Home Loan Bank advances
|
|
|
135,000
|
|
|
5,332
|
|
|
3.95
|
%
|
|
146,841
|
|
|
5,576
|
|
|
3.80
|
%
|
Other borrowings
|
|
|
|
|
|
|
|
|
|
%
|
|
537
|
|
|
216
|
|
|
40.28
|
%
|
Total interest-bearing liabilities
|
|
|
689,664
|
|
|
14,270
|
|
|
2.07
|
%
|
|
710,543
|
|
|
16,756
|
|
|
2.36
|
%
|
Noninterest-bearing liabilities
|
|
|
46,147
|
|
|
|
|
|
|
|
|
43,779
|
|
|
|
|
|
|
|
Total liabilities
|
|
|
735,811
|
|
|
|
|
|
|
|
|
754,322
|
|
|
|
|
|
|
|
Total stockholders’ equity
|
|
|
45,944
|
|
|
|
|
|
|
|
|
53,463
|
|
|
|
|
|
|
|
Total liabilities and stockholders’ equity
|
|
$
|
781,755
|
|
|
|
|
|
|
|
$
|
807,785
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
|
|
|
$
|
19,235
|
|
|
|
|
|
|
|
$
|
21,525
|
|
|
|
|
Net interest spread
|
|
|
|
|
|
|
|
|
2.42
|
%
|
|
|
|
|
|
|
|
2.67
|
%
|
Net interest-earning assets
|
|
$
|
55,899
|
|
|
|
|
|
|
|
$
|
50,247
|
|
|
|
|
|
|
|
Net interest margin (4)
|
|
|
|
|
|
|
|
|
2.58
|
%
|
|
|
|
|
|
|
|
2.83
|
%
|
Average interest-earning assets to
average interest-bearing liabilities |
|
|
|
|
|
108.11
|
%
|
|
|
|
|
|
|
|
107.07
|
%
|
|
|
|
|
(1)
|
Includes portfolio loans and other loans. Calculated net of deferred loan fees. Non-accrual loans included as loans carrying a zero yield.
|
|
(2)
|
Calculated based on carrying value. State and municipal investment securities yields have not been adjusted to full tax equivalents, as the numbers would not change materially from those presented in the table.
|
|
(3)
|
Includes Federal Home Loan Bank stock at cost and term deposits with other financial institutions.
|
|
(4)
|
Net interest income divided by average interest-earning assets.
|
83 | ||
|
|
Increase / (Decrease)
|
|
|
|
|
||||
|
|
Due to
|
|
Due to
|
|
Total
|
|
|||
|
|
Volume
|
|
Rate
|
|
Increase / (Decrease)
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
Interest-earnings assets:
|
|
|
|
|
|
|
|
|
|
|
Loans
|
|
$
|
(3,221)
|
|
$
|
(231)
|
|
$
|
(3,452)
|
|
Securities available-for-sale
|
|
|
102
|
|
|
(1,566)
|
|
|
(1,464)
|
|
Other interest-earning assets
|
|
|
146
|
|
|
(6)
|
|
|
140
|
|
Total interest-earning assets
|
|
|
(2,973)
|
|
|
(1,803)
|
|
|
(4,776)
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
Interest-bearing demand accounts
|
|
|
8
|
|
|
(473)
|
|
|
(465)
|
|
Savings deposits
|
|
|
40
|
|
|
(124)
|
|
|
(84)
|
|
Money market accounts
|
|
|
(8)
|
|
|
(296)
|
|
|
(304)
|
|
Time deposits
|
|
|
(277)
|
|
|
(919)
|
|
|
(1,196)
|
|
Securities sold under agreements to repurchase
|
|
|
|
|
|
23
|
|
|
23
|
|
Federal Home Loan Bank advances
|
|
|
(462)
|
|
|
218
|
|
|
(244)
|
|
Other borrowings
|
|
|
(216)
|
|
|
|
|
|
(216)
|
|
Total interest-bearing liabilities
|
|
|
(915)
|
|
|
(1,571)
|
|
|
(2,486)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
(2,058)
|
|
$
|
(232)
|
|
$
|
(2,290)
|
|
84 | ||
|
|
|
|
|
|
|
|
Increase / (Decrease)
|
|
|||
|
|
2012
|
|
2011
|
|
Amount
|
|
Percentage
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||||
Service charges and fees
|
|
$
|
3,344
|
|
$
|
3,765
|
|
$
|
(421)
|
|
-11.2
|
%
|
Gain on sale of loans held-for-sale
|
|
|
1,767
|
|
|
1,784
|
|
|
(17)
|
|
-1.0
|
%
|
Loss on sale of portfolio loans
|
|
|
|
|
|
(14)
|
|
|
14
|
|
100.0
|
%
|
Gain on securities available-for-sale
|
|
|
2,410
|
|
|
3,388
|
|
|
(978)
|
|
-28.9
|
%
|
Other-than-temporary impairment losses, net
|
|
|
|
|
|
(186)
|
|
|
186
|
|
100.0
|
%
|
Bank owned life insurance earnings
|
|
|
444
|
|
|
674
|
|
|
(230)
|
|
-34.1
|
%
|
Interchange fees
|
|
|
1,584
|
|
|
1,400
|
|
|
184
|
|
13.1
|
%
|
Other
|
|
|
547
|
|
|
421
|
|
|
126
|
|
29.9
|
%
|
|
|
$
|
10,096
|
|
$
|
11,232
|
|
$
|
(1,136)
|
|
-10.1
|
%
|
85 | ||
|
|
|
|
|
|
|
|
Increase / (Decrease)
|
|
|||
|
|
2012
|
|
2011
|
|
Amount
|
|
Percentage
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||||
Compensation and benefits
|
|
$
|
9,012
|
|
$
|
12,078
|
|
$
|
(3,066)
|
|
-25.4
|
%
|
Occupancy and equipment
|
|
|
2,002
|
|
|
2,311
|
|
|
(309)
|
|
-13.4
|
%
|
FDIC insurance premiums
|
|
|
1,458
|
|
|
1,199
|
|
|
259
|
|
21.6
|
%
|
Foreclosed assets, net
|
|
|
406
|
|
|
998
|
|
|
(592)
|
|
-59.3
|
%
|
Data processing
|
|
|
1,398
|
|
|
1,579
|
|
|
(181)
|
|
-11.5
|
%
|
Outside professional services
|
|
|
2,437
|
|
|
2,444
|
|
|
(7)
|
|
-0.3
|
%
|
Collection expense and repossessed asset losses
|
|
|
2,695
|
|
|
2,454
|
|
|
241
|
|
9.8
|
%
|
Other
|
|
|
3,949
|
|
|
5,022
|
|
|
(1,073)
|
|
-21.4
|
%
|
|
|
$
|
23,357
|
|
$
|
28,085
|
|
$
|
(4,728)
|
|
-16.8
|
%
|
86 | ||
87 | ||
|
|
December 31, 2013
|
|
|||||||||||||
|
|
Less Than
|
|
1 Through
|
|
4 Through 5
|
|
More Than
|
|
|
|
|
||||
|
|
1 Year
|
|
3 Years
|
|
years
|
|
5 Years
|
|
Total
|
|
|||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
Federal Home Loan Bank advances
|
|
$
|
|
|
$
|
40,000
|
|
$
|
65,000
|
|
$
|
5,000
|
|
$
|
110,000
|
|
Operating leases (premises and equipment)
|
|
|
322
|
|
|
407
|
|
|
190
|
|
|
|
|
|
919
|
|
Borrowings and operating leases
|
|
|
322
|
|
|
40,407
|
|
|
65,190
|
|
|
5,000
|
|
|
110,919
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Undistributed portion of loans closed
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3,090
|
|
Unused lines of credit
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
47,803
|
|
Total loan commitments
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
50,893
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Loan purchase commitment
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Security repurchase commitment
|
|
|
26,500
|
|
|
15,000
|
|
|
51,300
|
|
|
|
|
|
92,800
|
|
Total purchase commitments
|
|
|
26,500
|
|
|
15,000
|
|
|
51,300
|
|
|
|
|
|
92,800
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total contractual obligations and
loan commitments |
|
$
|
26,822
|
|
$
|
55,407
|
|
$
|
116,490
|
|
$
|
5,000
|
|
$
|
254,612
|
|
|
|
|
|
|
|
|
Required to be Well-Capitalized
|
|
Required Capital Levels
|
|
||||||
|
|
Actual
|
|
Under Prompt Corrective Action
|
|
Under the Consent Order
|
|
|||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
|||
|
|
(Dollars in Millions)
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk weighted
assets) |
|
$
|
77.0
|
|
20.47
|
%
|
$
|
37.6
|
|
10.00
|
%
|
$
|
48.9
|
|
13.00
|
%
|
Tier 1 (core) capital (to risk
weighted assets) |
|
|
72.3
|
|
19.22
|
%
|
|
22.6
|
|
6.00
|
%
|
|
n/a
|
|
n/a
|
|
Tier 1 (core) capital (to adjusted
total assets) |
|
|
72.3
|
|
9.73
|
%
|
|
37.1
|
|
5.00
|
%
|
|
66.9
|
|
9.00
|
%
|
88 | ||
89 | ||
|
|
|
|
|
|
|
|
|
|
Net Present Value
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
as a Percentage of
|
|
|
|
|
|
|
|
|
|
||
|
|
|
|
|
|
|
|
|
|
Present Value of Assets (PVA) (3)
|
|
Net Interest Income
|
|
||||||||
|
|
|
|
|
Estimated Increase /
|
|
|
|
|
|
|
|
|
Increase / (Decrease)
|
|
||||||
|
|
|
|
|
(Decrease) in Net
|
|
|
|
|
|
|
|
|
in Estimated Net
|
|
||||||
|
|
|
|
|
Present Value
|
|
|
|
|
|
|
|
|
Interest Income
|
|
||||||
Change in
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Interest
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Rates
|
|
Estimated
|
|
|
|
|
|
|
|
|
Increase /
|
|
Estimated
|
|
|
|
|
|
|||
Basis
|
|
Net Present
|
|
|
|
|
|
|
Net Present
|
|
(Decrease)
|
|
Net Interest
|
|
|
|
|
|
|||
Points (1)
|
|
Value (2)
|
|
Amount
|
|
Percent
|
|
Value Ratio (4)
|
|
Basis Points
|
|
Income
|
Amount
|
|
Percent
|
|
|||||
(Dollars in Thousands)
|
|
||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2013:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
+300
|
|
$
|
53,411
|
|
$
|
(18,980)
|
|
-26.2
|
%
|
7.71
|
%
|
(192)
|
|
$
|
18,600
|
|
$
|
(78)
|
|
-0.4
|
%
|
+200
|
|
|
59,606
|
|
|
(12,785)
|
|
-17.7
|
%
|
8.38
|
%
|
(125)
|
|
|
18,626
|
|
|
(52)
|
|
-0.3
|
%
|
+100
|
|
|
67,304
|
|
|
(5,087)
|
|
-7.0
|
%
|
9.20
|
%
|
(43)
|
|
|
18,652
|
|
|
(26)
|
|
-0.1
|
%
|
0
|
|
|
72,391
|
|
|
|
|
|
|
9.63
|
%
|
|
|
|
18,678
|
|
|
|
|
|
|
-100
|
|
|
74,408
|
|
|
2,017
|
|
2.8
|
%
|
9.69
|
%
|
6
|
|
|
18,550
|
|
|
(128)
|
|
-0.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of December 31, 2012:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
+300
|
|
$
|
31,035
|
|
$
|
2,850
|
|
10.1
|
%
|
4.16
|
%
|
62
|
|
$
|
19,897
|
|
$
|
1,860
|
|
10.3
|
%
|
+200
|
|
|
34,583
|
|
|
6,398
|
|
22.7
|
%
|
4.53
|
%
|
99
|
|
|
18,903
|
|
|
866
|
|
4.8
|
%
|
+100
|
|
|
32,097
|
|
|
3,912
|
|
13.9
|
%
|
4.11
|
%
|
57
|
|
|
18,470
|
|
|
433
|
|
2.4
|
%
|
0
|
|
|
28,185
|
|
|
|
|
|
|
3.54
|
%
|
|
|
|
18,037
|
|
|
|
|
|
|
-100
|
|
|
18,409
|
|
|
(9,776)
|
|
-34.7
|
%
|
2.29
|
%
|
(125)
|
|
|
17,602
|
|
|
(435)
|
|
-2.4
|
%
|
|
(1)
|
Assumes an instantaneous uniform change in interest rates at all maturities.
|
|
(2)
|
Net Present Value is the discounted present value of expected cash flows from assets, liabilities and off-balance sheet contracts. Discount rates are unique to each class of asset and liability and are principally estimated as spreads over wholesale rates.
|
|
(3)
|
PVA represents the discounted present value of incoming cash flows on interest-earning assets.
|
|
(4)
|
Net Present Value Ratio represents Net Present Value divided by PVA.
|
|
|
|
90 | ||
91 | ||
|
|
|
|
Jacksonville, Florida
|
|
March 14, 2014
|
|
|
|
Member of the RSM International network of Independent accounting, tax and consulting firms. |
92 | ||
|
|
2013
|
|
2012
|
|
||
ASSETS
|
|
|
|
|
|
|
|
Cash and due from financial institutions
|
|
$
|
2,889
|
|
$
|
7,490
|
|
Short-term interest-earning deposits
|
|
|
111,305
|
|
|
60,338
|
|
Total cash and cash equivalents
|
|
|
114,194
|
|
|
67,828
|
|
Investment securities:
|
|
|
|
|
|
|
|
Securities available-for-sale
|
|
|
159,732
|
|
|
159,745
|
|
Securities held-to-maturity
|
|
|
19,266
|
|
|
|
|
Total investment securities
|
|
|
178,998
|
|
|
159,745
|
|
Portfolio loans, net of allowance of $6,946 in 2013 and $10,889 in 2012
|
|
|
371,956
|
|
|
421,201
|
|
Other loans:
|
|
|
|
|
|
|
|
Held-for-sale
|
|
|
1,656
|
|
|
4,089
|
|
Warehouse held-for-investment
|
|
|
20,523
|
|
|
68,479
|
|
Total other loans
|
|
|
22,179
|
|
|
72,568
|
|
Federal Home Loan Bank stock, at cost
|
|
|
5,879
|
|
|
7,260
|
|
Land, premises and equipment, net
|
|
|
14,253
|
|
|
14,584
|
|
Bank owned life insurance
|
|
|
16,143
|
|
|
15,764
|
|
Other real estate owned
|
|
|
5,225
|
|
|
8,065
|
|
Accrued interest receivable
|
|
|
1,826
|
|
|
2,035
|
|
Other assets
|
|
|
2,980
|
|
|
3,569
|
|
Total assets
|
|
$
|
733,633
|
|
$
|
772,619
|
|
|
|
|
|
|
|
|
|
LIABILITIES AND STOCKHOLDERS’ EQUITY
|
|
|
|
|
|
|
|
Deposits:
|
|
|
|
|
|
|
|
Noninterest-bearing demand
|
|
$
|
34,782
|
|
$
|
41,904
|
|
Interest-bearing demand
|
|
|
68,954
|
|
|
73,490
|
|
Savings and money market
|
|
|
172,552
|
|
|
181,708
|
|
Time
|
|
|
183,810
|
|
|
202,658
|
|
Total deposits
|
|
|
460,098
|
|
|
499,760
|
|
Securities sold under agreements to repurchase
|
|
|
92,800
|
|
|
92,800
|
|
Federal Home Loan Bank advances
|
|
|
110,000
|
|
|
135,000
|
|
Accrued expenses and other liabilities
|
|
|
5,210
|
|
|
4,799
|
|
Total liabilities
|
|
|
668,108
|
|
|
732,359
|
|
|
|
|
|
|
|
|
|
Commitments and contingent liabilities
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Preferred stock: $0.01 par value; 25,000,000 shares authorized, none
issued and outstanding at December 31, 2013 and December 31, 2012 |
|
|
|
|
|
|
|
Common stock: $0.01 par value; 100,000,000 shares authorized,
15,509,061 issued and outstanding at December 31, 2013 and 2,629,061 issued and outstanding at December 31, 2012 |
|
|
155
|
|
|
26
|
|
Additional paid-in capital
|
|
|
100,794
|
|
|
56,132
|
|
Common stock held by:
|
|
|
|
|
|
|
|
Employee stock ownership plan shares of 81,437 at December 31,
2013 and 86,227 at December 31, 2012 |
|
|
(1,769)
|
|
|
(1,873)
|
|
Benefit plans
|
|
|
(317)
|
|
|
(338)
|
|
Retained deficit
|
|
|
(25,779)
|
|
|
(14,373)
|
|
Accumulated other comprehensive income (loss)
|
|
|
(7,559)
|
|
|
686
|
|
Total stockholders’ equity
|
|
|
65,525
|
|
|
40,260
|
|
Total liabilities and stockholders’ equity
|
|
$
|
733,633
|
|
$
|
772,619
|
|
93 | ||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Interest and dividend income:
|
|
|
|
|
|
|
|
|
|
|
Loans, including fees
|
|
$
|
25,905
|
|
$
|
30,223
|
|
$
|
33,675
|
|
Securities and interest-earning deposits in other financial
institutions |
|
|
2,931
|
|
|
3,282
|
|
|
4,606
|
|
Total interest and dividend income
|
|
|
28,836
|
|
|
33,505
|
|
|
38,281
|
|
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
3,308
|
|
|
4,129
|
|
|
6,178
|
|
Securities sold under agreements to repurchase
|
|
|
4,591
|
|
|
4,809
|
|
|
4,786
|
|
Federal Home Loan Bank advances
|
|
|
4,796
|
|
|
5,332
|
|
|
5,576
|
|
Other borrowings
|
|
|
|
|
|
|
|
|
216
|
|
Total interest expense
|
|
|
12,695
|
|
|
14,270
|
|
|
16,756
|
|
Net interest income
|
|
|
16,141
|
|
|
19,235
|
|
|
21,525
|
|
Provision for portfolio loan losses
|
|
|
7,026
|
|
|
12,491
|
|
|
15,383
|
|
Net interest income after provision for portfolio loan losses
|
|
|
9,115
|
|
|
6,744
|
|
|
6,142
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest income:
|
|
|
|
|
|
|
|
|
|
|
Service charges and fees
|
|
|
2,988
|
|
|
3,344
|
|
|
3,765
|
|
Gain on sale of loans held-for-sale
|
|
|
692
|
|
|
1,830
|
|
|
1,784
|
|
Gain on sale of securities available-for-sale (includes $2,410
and $3,388 accumulated other comprehensive income reclassifications for unrealized net gains for the years ended December 31, 2012 and 2011, respectively) |
|
|
|
|
|
2,410
|
|
|
3,388
|
|
Other-than-temporary-impairment loss:
|
|
|
|
|
|
|
|
|
|
|
Total impairment loss
|
|
|
|
|
|
|
|
|
(234)
|
|
Portion of loss recognized in other comprehensive income
|
|
|
|
|
|
|
|
|
48
|
|
Reclassification from other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
Net impairment loss recognized in earnings
|
|
|
|
|
|
|
|
|
(186)
|
|
Bank owned life insurance earnings
|
|
|
380
|
|
|
444
|
|
|
674
|
|
Interchange fees
|
|
|
1,571
|
|
|
1,584
|
|
|
1,400
|
|
Other
|
|
|
697
|
|
|
484
|
|
|
407
|
|
Total noninterest income
|
|
|
6,328
|
|
|
10,096
|
|
|
11,232
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest expense:
|
|
|
|
|
|
|
|
|
|
|
Compensation and benefits
|
|
|
8,382
|
|
|
9,012
|
|
|
12,078
|
|
Occupancy and equipment
|
|
|
1,905
|
|
|
2,002
|
|
|
2,311
|
|
FDIC insurance premiums
|
|
|
1,671
|
|
|
1,458
|
|
|
1,199
|
|
Foreclosed assets, net
|
|
|
3,609
|
|
|
406
|
|
|
998
|
|
Data processing
|
|
|
1,430
|
|
|
1,398
|
|
|
1,579
|
|
Outside professional services
|
|
|
2,663
|
|
|
2,437
|
|
|
2,444
|
|
Collection expense and repossessed asset losses
|
|
|
2,337
|
|
|
2,695
|
|
|
2,454
|
|
Other
|
|
|
4,852
|
|
|
3,949
|
|
|
5,022
|
|
Total noninterest expense
|
|
|
26,849
|
|
|
23,357
|
|
|
28,085
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss before income tax expense (benefit)
|
|
|
(11,406)
|
|
|
(6,517)
|
|
|
(10,711)
|
|
Income tax expense (benefit)
|
|
|
|
|
|
150
|
|
|
(424)
|
|
Net loss
|
|
$
|
(11,406)
|
|
$
|
(6,667)
|
|
$
|
(10,287)
|
|
|
|
|
|
|
|
|
|
|
|
|
Loss per common share:
|
|
|
|
|
|
|
|
|
|
|
Basic
|
|
$
|
(3.23)
|
|
$
|
(2.67)
|
|
$
|
(4.13)
|
|
Diluted
|
|
$
|
(3.23)
|
|
$
|
(2.67)
|
|
$
|
(4.13)
|
|
94 | ||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
Net loss
|
|
$
|
(11,406)
|
|
$
|
(6,667)
|
|
$
|
(10,287)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other comprehensive income (loss):
|
|
|
|
|
|
|
|
|
|
|
Change in securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
Unrealized holding gains (losses) arising during the period
|
|
|
(8,245)
|
|
|
2,980
|
|
|
1,515
|
|
Less reclassification adjustments for (gains) losses
recognized in income |
|
|
|
|
|
(2,410)
|
|
|
(3,388)
|
|
Net unrealized gains (losses)
|
|
|
(8,245)
|
|
|
570
|
|
|
(1,873)
|
|
Income tax effect
|
|
|
|
|
|
|
|
|
|
|
Net of tax effect
|
|
|
(8,245)
|
|
|
570
|
|
|
(1,873)
|
|
|
|
|
|
|
|
|
|
|
|
|
Other-than-temporary-impairment recorded in other
comprehensive income |
|
|
|
|
|
|
|
|
234
|
|
Less other-than-temporary-impairment associated with
credit loss realized in income |
|
|
|
|
|
|
|
|
(186)
|
|
Total other-than-temporary-impairment
|
|
|
|
|
|
|
|
|
48
|
|
Income tax effect
|
|
|
|
|
|
|
|
|
|
|
Net of tax effect
|
|
|
|
|
|
|
|
|
48
|
|
|
|
|
|
|
|
|
|
|
|
|
Total other comprehensive income (loss)
|
|
|
(8,245)
|
|
|
570
|
|
|
(1,825)
|
|
|
|
|
|
|
|
|
|
|
|
|
Comprehensive loss
|
|
$
|
(19,651)
|
|
$
|
(6,097)
|
|
$
|
(12,112)
|
|
95 | ||
|
|
Common
Stock |
|
Additional
Paid-In Capital |
|
Employee Stock
Ownership Plan Shares |
|
Benefit
Plans |
|
Retained
Earnings (Deficit) |
|
Accumulated
Other Comprehensive Income (Loss) |
|
Treasury
Stock |
|
Total
Stockholders’ Equity |
|
||||||||
Balance at December 31, 2010
|
|
$
|
148
|
|
$
|
61,406
|
|
$
|
(1,397)
|
|
$
|
(88)
|
|
$
|
2,581
|
|
$
|
1,941
|
|
$
|
(19,800)
|
|
$
|
44,791
|
|
Second-step conversion and offering
|
|
|
(122)
|
|
|
(5,249)
|
|
|
(684)
|
|
|
(1)
|
|
|
|
|
|
|
|
|
19,800
|
|
|
13,744
|
|
Employee stock ownership plan shares
earned, 4,790 shares |
|
|
|
|
|
(75)
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
29
|
|
Management restricted stock expense
|
|
|
|
|
|
106
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
106
|
|
Stock options expense
|
|
|
|
|
|
60
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
60
|
|
Directors deferred compensation
|
|
|
|
|
|
(55)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(55)
|
|
Shares purchased for and distribution
from Rabbi Trust |
|
|
|
|
|
(7)
|
|
|
|
|
|
(262)
|
|
|
|
|
|
|
|
|
|
|
|
(269)
|
|
Net income (loss)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(10,287)
|
|
|
|
|
|
|
|
|
(10,287)
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(1,825)
|
|
|
|
|
|
(1,825)
|
|
Balance at December 31, 2011
|
|
|
26
|
|
|
56,186
|
|
|
(1,977)
|
|
|
(351)
|
|
|
(7,706)
|
|
|
116
|
|
|
|
|
|
46,294
|
|
Employee stock ownership plan shares
earned, 4,790 shares |
|
|
|
|
|
(93)
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
11
|
|
Management restricted stock expense
|
|
|
|
|
|
22
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
22
|
|
Stock options expense
|
|
|
|
|
|
36
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
36
|
|
Distribution from Rabbi Trust
|
|
|
|
|
|
(19)
|
|
|
|
|
|
13
|
|
|
|
|
|
|
|
|
|
|
|
(6)
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(6,667)
|
|
|
|
|
|
|
|
|
(6,667)
|
|
Other comprehensive income
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
570
|
|
|
|
|
|
570
|
|
Balance at December 31, 2012
|
|
|
26
|
|
|
56,132
|
|
|
(1,873)
|
|
|
(338)
|
|
|
(14,373)
|
|
|
686
|
|
|
|
|
|
40,260
|
|
Issuance of common stock in public
offering, 12,880,000 shares, net of offering expenses |
|
|
129
|
|
|
44,740
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
44,869
|
|
Employee stock ownership plan shares
earned, 4,790 shares |
|
|
|
|
|
(84)
|
|
|
104
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
20
|
|
Management restricted stock expense
|
|
|
|
|
|
3
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
3
|
|
Stock options expense
|
|
|
|
|
|
24
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
24
|
|
Distribution from Rabbi Trust
|
|
|
|
|
|
(21)
|
|
|
|
|
|
21
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(11,406)
|
|
|
|
|
|
|
|
|
(11,406)
|
|
Other comprehensive loss
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(8,245)
|
|
|
|
|
|
(8,245)
|
|
Balance at December 31, 2013
|
|
$
|
155
|
|
$
|
100,794
|
|
$
|
(1,769)
|
|
$
|
(317)
|
|
$
|
(25,779)
|
|
$
|
(7,559)
|
|
$
|
|
|
$
|
65,525
|
|
96 | ||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(11,406)
|
|
$
|
(6,667)
|
|
$
|
(10,287)
|
|
Adjustments to reconcile net loss to net cash provided by operating
activities: |
|
|
|
|
|
|
|
|
|
|
Provision for portfolio loan losses
|
|
|
7,026
|
|
|
12,491
|
|
|
15,383
|
|
Loss on sale of portfolio loans
|
|
|
128
|
|
|
63
|
|
|
14
|
|
Gain on sale of loans held-for-sale
|
|
|
(692)
|
|
|
(1,830)
|
|
|
(1,784)
|
|
Originations of loans held-for-sale
|
|
|
(6,458)
|
|
|
(35,529)
|
|
|
(97,645)
|
|
Proceeds from sales of loans held-for-sale
|
|
|
9,582
|
|
|
37,105
|
|
|
117,012
|
|
Foreclosed assets, net
|
|
|
3,609
|
|
|
406
|
|
|
998
|
|
Gain on sale of securities available-for-sale
|
|
|
|
|
|
(2,410)
|
|
|
(3,388)
|
|
Otherthantemporaryimpairment loss on securities availableforsale
|
|
|
|
|
|
|
|
|
186
|
|
Loss on disposal of equipment
|
|
|
|
|
|
9
|
|
|
44
|
|
Employee stock ownership plan compensation expense
|
|
|
20
|
|
|
11
|
|
|
29
|
|
Share-based compensation expense
|
|
|
27
|
|
|
58
|
|
|
166
|
|
Amortization of premiums and deferred fees, net of accretion of
discounts on securities and loans |
|
|
1,038
|
|
|
814
|
|
|
795
|
|
Depreciation expense
|
|
|
638
|
|
|
772
|
|
|
1,073
|
|
Net change in cash surrender value of bank owned life insurance
|
|
|
(379)
|
|
|
(444)
|
|
|
(728)
|
|
Net change in accrued interest receivable
|
|
|
209
|
|
|
408
|
|
|
399
|
|
Net change in other assets
|
|
|
589
|
|
|
2,078
|
|
|
2,710
|
|
Net change in accrued expenses and other liabilities
|
|
|
411
|
|
|
(1,663)
|
|
|
108
|
|
Net cash provided by operating activities
|
|
|
4,342
|
|
|
5,672
|
|
|
25,085
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Proceeds from maturities and payments of investment securities
|
|
|
31,737
|
|
|
38,120
|
|
|
37,022
|
|
Proceeds from sales of securities available-for-sale
|
|
|
|
|
|
82,159
|
|
|
140,399
|
|
Purchase of securities available-for-sale
|
|
|
(41,441)
|
|
|
(151,692)
|
|
|
(155,050)
|
|
Purchase of securities held-to-maturity
|
|
|
(19,496)
|
|
|
|
|
|
|
|
Funding of warehouse loans held-for-investment
|
|
|
(823,311)
|
|
|
(900,457)
|
|
|
(643,497)
|
|
Proceeds from repayments of warehouse loans held-for-investment
|
|
|
871,267
|
|
|
889,762
|
|
|
612,586
|
|
Purchase of portfolio loans
|
|
|
(16,342)
|
|
|
|
|
|
|
|
Proceeds from sales of portfolio loans
|
|
|
5,897
|
|
|
3,278
|
|
|
1,168
|
|
Net change in portfolio loans
|
|
|
42,816
|
|
|
60,178
|
|
|
26,221
|
|
Expenditures on premises and equipment
|
|
|
(306)
|
|
|
(412)
|
|
|
(214)
|
|
Proceeds from sales of premises and equipment
|
|
|
|
|
|
1
|
|
|
|
|
Proceeds from surrender of bank owned life insurance
|
|
|
|
|
|
|
|
|
8,986
|
|
Proceeds from sale of other real estate owned
|
|
|
9,615
|
|
|
6,519
|
|
|
5,869
|
|
Redemption of Federal Home Loan Bank stock
|
|
|
1,381
|
|
|
2,340
|
|
|
558
|
|
Net cash from investing activities
|
|
|
61,817
|
|
|
29,796
|
|
|
34,048
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Net decrease in deposits
|
|
|
(39,662)
|
|
|
(8,651)
|
|
|
(20,086)
|
|
Proceeds from Federal Home Loan Bank advances
|
|
|
|
|
|
|
|
|
166,000
|
|
Repayment of Federal Home Loan Bank advances
|
|
|
(25,000)
|
|
|
|
|
|
(181,000)
|
|
Proceeds from other borrowings
|
|
|
|
|
|
|
|
|
3,309
|
|
Repayment of other borrowings
|
|
|
|
|
|
|
|
|
(8,309)
|
|
Proceeds from sale of common stock in public offering,
net of offering expenses |
|
|
44,869
|
|
|
|
|
|
|
|
Proceeds from sale of common stock in second-step
conversion and offering |
|
|
|
|
|
|
|
|
13,744
|
|
Directors deferred compensation
|
|
|
|
|
|
|
|
|
(55)
|
|
Shares purchased for and distributions from Rabbi Trust
|
|
|
|
|
|
(6)
|
|
|
(269)
|
|
Net cash used in financing activities
|
|
|
(19,793)
|
|
|
(8,657)
|
|
|
(26,666)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase in cash and cash equivalents
|
|
|
46,366
|
|
|
26,811
|
|
|
32,467
|
|
Cash and cash equivalents, beginning of year
|
|
|
67,828
|
|
|
41,017
|
|
|
8,550
|
|
Cash and cash equivalents, end of year
|
|
$
|
114,194
|
|
$
|
67,828
|
|
$
|
41,017
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
|
|
|
|
Interest paid
|
|
$
|
12,708
|
|
$
|
14,292
|
|
$
|
16,789
|
|
Income taxes paid
|
|
$
|
|
|
$
|
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Supplemental disclosures of non-cash information:
|
|
|
|
|
|
|
|
|
|
|
Loans transferred to other real estate
|
|
$
|
10,385
|
|
$
|
9,151
|
|
$
|
2,766
|
|
Loans transferred to held-for-sale
|
|
$
|
|
|
$
|
|
|
$
|
|
|
97 | ||
98 | ||
99 | ||
100 | ||
|
⋅
|
One- to four-family residential loans have historically had less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers. Repayment depends on the individual borrower’s capacity. Given the rapid deterioration in the market value of residential real estate over the last several years, there is now a greater risk of loss if actions such as foreclosure or short sale become necessary to collect the loan and private mortgage insurance was not purchased. In addition, depending on the state in which the collateral is located, the risk of loss may increase, due to the time required to complete the foreclosure process on a property.
|
101 | ||
|
⋅
|
Commercial real estate loans generally have greater credit risks compared to one- to four-family residential real estate loans, as they usually involve larger loan balances secured by non-homogeneous or specific use properties. Repayment of these loans typically relies on the successful operation of a business or the generation of lease income by the property and is therefore more sensitive to adverse conditions in the economy and real estate market.
|
|
⋅
|
Other real estate loans include loans secured by multi-family residential real estate and land. Generally these loans involve a greater degree of credit risk than residential real estate loans, but are normally smaller individual loan balances than commercial real estate loans; land loans due to the lack of cash flow and reliance on borrower’s capacity and multi-family due to the reliance on the successful operation of the project. Both loan types are also more sensitive to adverse economic conditions.
|
|
⋅
|
Real estate construction loans, including one- to four-family, commercial and acquisition and development loans, generally have greater credit risk than traditional one- to four-family residential real estate loans. The repayment of these loans can be dependent on the sale of the property to third parties or the successful completion of the improvements by the builder for the end user. In the event a loan is made on property that is not yet approved for the planned development, there is the risk that approvals will not be granted or will be delayed. Construction loans also run the risk that improvements will not be completed on time or in accordance with specifications and projected costs. Included in construction loans are Small Business Administration (SBA) construction loans, which generally have less credit risk than traditional construction loans due to a portion of the balance being guaranteed upon completion of the construction.
|
|
⋅
|
Home equity loans and home equity lines are similar to one- to four-family residential loans and generally carry less risk than other loan types as they tend to be smaller balance loans without concentrations to a single borrower or group of borrowers. However, similar to one- to four-family residential loans, risk of loss has increased over the last several years due to deterioration of the real estate market.
|
|
⋅
|
Consumer loans often are secured by depreciating collateral, including automobiles and mobile homes, or are unsecured and may carry more risk than real estate secured loans. Consumer loan collections are dependent on the borrower’s continuing financial stability, and thus are more likely to be adversely affected by job loss, divorce, illness or personal bankruptcy.
|
|
⋅
|
Commercial loans are secured by business assets or may be unsecured and repayment is directly dependent on the successful operation of the borrower’s business and the borrower’s ability to convert the assets to operating revenue. These possess greater risk than most other types of loans should the repayment capacity of the borrower not be adequate.
|
102 | ||
103 | ||
|
⋅
|
One- to four-family loans balances are charged down by the expected loss amount at the time they become non-performing, which is generally 90 days past due. Due to declining real estate values in our markets and the weakness of the U.S. economy in general, impairment allowances on non-performing collateral dependent loans, particularly one- to four-family residential loans, likely will not be recoverable and represent a confirmed loss. This process accelerates the recognition of charge-offs but has no impact on the impairment evaluation procedures. Additional losses, if any, are charged off against the allowance once a property is foreclosed or a short sale occurs.
|
|
⋅
|
Commercial real estate loans and other real estate loans, including commercial land and multi-family loans, typically have specific reserves established once a loan is classified as substandard unless the collateral is adequate to cover the balance of the loan plus selling costs. Generally, the specific reserve on a loan will be charged off once the property has been foreclosed and title to the property transferred to the Bank.
|
|
⋅
|
Real estate construction loans include one- to four-family, commercial and acquisition and development loans. These loans typically have specific reserves established once a loan is classified as substandard unless the collateral is adequate to cover the balance of the loan plus selling costs. Generally, the specific reserve on a loan will be charged off once the property has been foreclosed and title to the property transferred to the Bank.
|
|
⋅
|
First lien position home equity loans are charged down by the expected loss amount at the time they become non-performing, which is generally 90 days past due. In the case of second lien position loans the entire loan balance is charged off. Due to declining real estate values in our markets and the deterioration of the U.S. economy in general, impairment allowances on non-performing collateral dependent loans, particularly one- to four-family residential loans, likely will not be recoverable and represent a confirmed loss. This process accelerates the recognition of charge-offs but has no impact on the impairment evaluation procedures. Additional losses, if any, are charged off against the allowance once a property is foreclosed or a short sale occurs.
|
|
⋅
|
Consumer loans including auto, manufactured housing, unsecured, and other secured loans are charged-off, net of expected recovery when the loan becomes significantly past due over a range of up to 180 days, depending on the type of loan. Loans with non-real estate collateral are written down to the value of the collateral, less cost to sell, when repossession of collateral has occurred.
|
|
⋅
|
Commercial loans secured by business assets, including inventory and receivables, will typically have specific reserves established once a loan is classified as substandard. The specific reserve will be charged off once the outcomes of attempts to legally collect the collateral are known and have been exhausted.
|
104 | ||
105 | ||
106 | ||
107 | ||
108 | ||
109 | ||
·
|
·
|
Level 1 Valuation is based upon quoted market prices for identical instruments in active markets.
|
·
|
·
|
Level 2 Valuation is based upon quoted market prices for similar instruments in active markets, quoted prices for identical or similar instruments in markets that are not active, and model-based valuation techniques for which all significant assumptions are observable in the market.
|
·
|
·
|
Level 3 Valuation is generated from model-based techniques that use significant assumptions not observable in the market. These unobservable assumptions reflect estimates or assumptions that market participants would use in pricing the assets or liabilities. Valuation techniques include use of option pricing models, discounted cash flow models and similar techniques.
|
|
|
Fair Value Hierarchy
|
|
||||||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||
|
|
(Dollars in Thousands)
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government-sponsored enterprises
|
|
$
|
4,318
|
|
|
|
$
|
4,318
|
|
|
|
State and municipal
|
|
|
972
|
|
|
|
|
972
|
|
|
|
Mortgage-backed securities residential
|
|
|
130,914
|
|
|
|
|
130,914
|
|
|
|
Collateralized mortgage obligations U.S. Government
|
|
|
23,528
|
|
|
|
|
23,528
|
|
|
|
Total
|
|
$
|
159,732
|
|
|
|
$
|
159,732
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
State and municipal
|
|
$
|
979
|
|
|
|
$
|
979
|
|
|
|
Mortgage-backed securities residential
|
|
|
119,647
|
|
|
|
|
119,647
|
|
|
|
Collateralized mortgage obligations U.S. Government
|
|
|
39,119
|
|
|
|
|
39,119
|
|
|
|
Total
|
|
$
|
159,745
|
|
|
|
$
|
159,745
|
|
|
|
110 | ||
|
|
2011
|
|
|
|
|
(Dollars in Thousands)
|
|
|
Investment securities available-for-sale:
|
|
|
|
|
Balance of recurring Level 3 assets at beginning of year
|
|
$
|
6,734
|
|
Total realized and unrealized gains (losses):
|
|
|
|
|
Included in earnings realized
|
|
|
186
|
|
Included in earnings unrealized
|
|
|
(186)
|
|
Included in other comprehensive income
|
|
|
(12)
|
|
Proceeds from sales
|
|
|
(6,722)
|
|
Balance of recurring Level 3 assets at end of year
|
|
$
|
|
|
|
|
|
|
|
Fair Value Hierarchy
|
|
|||||
|
|
Total
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
||
|
|
(Dollars in Thousands)
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
Other real estate owned
|
|
$
|
5,225
|
|
|
|
|
|
$
|
5,225
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
Other real estate owned
|
|
$
|
8,065
|
|
|
|
|
|
$
|
8,065
|
|
Impaired loans collateral dependent (reported on
the consolidated balance sheets in portfolio loans, net) |
|
|
9,784
|
|
|
|
|
|
|
9,784
|
|
111 | ||
|
Fair Value
|
|
Valuation
|
|
|
|
Range (Weighted
|
|
|
Estimate
|
|
Techniques
|
|
Unobservable Input
|
|
Average) (1)
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Other real estate owned
|
$
|
5,225
|
|
Broker price
opinions, appraisal of collateral (2) (3) |
|
Appraisal adjustments (4)
Liquidation expenses |
|
0.0% to 64.4% (26.6%)
10.0% (10.0%) |
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
Other real estate owned
|
$
|
8,065
|
|
Broker price
opinions, appraisal of collateral (2) (3) |
|
Appraisal adjustments (4)
Liquidation expenses |
|
0.0% to 44.0% (2.1%)
8.0% to 10.0% (8.8%) |
Impaired loans collateral
dependent (reported on the consolidated balance sheets in portfolio loans, net) |
|
9,784
|
|
Appraisal of
collateral (2) |
|
Appraisal adjustments (4)
Liquidation expenses |
|
0.0%
(0.0%) 8.0% to 10.0% (8.9%) |
|
(1)
|
The range and weighted average of other appraisal adjustments and liquidation expenses are presented as a percent of the appraised value.
|
|
(2)
|
Fair value is generally determined through independent appraisals of the underlying collateral, which generally include various level 3 inputs which are not identifiable.
|
|
(3)
|
Includes qualitative adjustments by management and estimated liquidation expenses.
|
|
(4)
|
Appraisals may be adjusted by management for qualitative factors such as economic conditions and liquidation expenses.
|
112 | ||
|
|
|
|
|
|
|
|
Fair Value Hierarchy
|
|
|||||||
|
|
Carrying
|
|
Estimated Fair
|
|
|
|
|
|
|
|
|
|
|
||
|
|
Amount
|
|
Value
|
|
Level 1
|
|
Level 2
|
|
Level 3
|
|
|||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from financial institutions
|
|
$
|
2,889
|
|
$
|
2,889
|
|
$
|
2,889
|
|
$
|
|
|
$
|
|
|
Short-term interest-earning deposits
|
|
|
111,305
|
|
|
111,305
|
|
|
111,305
|
|
|
|
|
|
|
|
Securities held-to-maturity
|
|
|
19,266
|
|
|
19,258
|
|
|
|
|
|
19,258
|
|
|
|
|
Portfolio loans, net
|
|
|
371,956
|
|
|
382,762
|
|
|
|
|
|
382,762
|
|
|
|
|
Loans held-for-sale
|
|
|
1,656
|
|
|
1,869
|
|
|
|
|
|
1,869
|
|
|
|
|
Warehouse loans held-for-investment
|
|
|
20,523
|
|
|
20,523
|
|
|
|
|
|
20,523
|
|
|
|
|
Federal Home Loan Bank stock, at cost
|
|
|
5,879
|
|
|
5,879
|
|
|
|
|
|
|
|
|
5,879
|
|
Accrued interest receivable
|
|
|
1,826
|
|
|
1,826
|
|
|
|
|
|
1,826
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
460,098
|
|
|
460,432
|
|
|
|
|
|
460,432
|
|
|
|
|
Securities sold under agreements to
repurchase |
|
|
92,800
|
|
|
101,949
|
|
|
|
|
|
101,949
|
|
|
|
|
Federal Home Loan Bank advances
|
|
|
110,000
|
|
|
120,494
|
|
|
|
|
|
120,494
|
|
|
|
|
Accrued interest payable (reported on
consolidated balance sheets in accrued expenses and other liabilities) |
|
|
1,107
|
|
|
1,107
|
|
|
|
|
|
1,107
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and due from financial institutions
|
|
$
|
7,490
|
|
$
|
7,490
|
|
$
|
7,490
|
|
$
|
|
|
$
|
|
|
Short-term interest-earning deposits
|
|
|
60,338
|
|
|
60,338
|
|
|
60,338
|
|
|
|
|
|
|
|
Portfolio loans, net
|
|
|
421,201
|
|
|
435,040
|
|
|
|
|
|
425,256
|
|
|
9,784
|
|
Loans held-for-sale
|
|
|
4,089
|
|
|
4,527
|
|
|
|
|
|
4,527
|
|
|
|
|
Warehouse loans held-for-investment
|
|
|
68,479
|
|
|
68,479
|
|
|
|
|
|
68,479
|
|
|
|
|
Federal Home Loan Bank stock, at cost
|
|
|
7,260
|
|
|
7,260
|
|
|
|
|
|
|
|
|
7,260
|
|
Accrued interest receivable
|
|
|
2,035
|
|
|
2,035
|
|
|
|
|
|
2,035
|
|
|
|
|
Liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Deposits
|
|
|
499,760
|
|
|
500,469
|
|
|
|
|
|
500,469
|
|
|
|
|
Securities sold under agreements to
repurchase |
|
|
92,800
|
|
|
107,034
|
|
|
|
|
|
107,034
|
|
|
|
|
Federal Home Loan Bank advances
|
|
|
135,000
|
|
|
150,707
|
|
|
|
|
|
150,707
|
|
|
|
|
Accrued interest payable (reported on
consolidated balance sheets in accrued expenses and other liabilities) |
|
|
1,120
|
|
|
1,120
|
|
|
|
|
|
1,120
|
|
|
|
|
113 | ||
|
|
Amortized
|
|
Unrealized
|
|
Unrealized
|
|
Fair
|
|
Carrying
|
|
|||||
|
|
Cost
|
|
Gains
|
|
Losses
|
|
Value
|
|
Amount
|
|
|||||
|
|
(Dollars in Thousands)
|
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government sponsored enterprises
|
|
$
|
5,000
|
|
$
|
|
|
$
|
(682)
|
|
$
|
4,318
|
|
$
|
4,318
|
|
State and municipal
|
|
|
942
|
|
|
30
|
|
|
|
|
|
972
|
|
|
972
|
|
Mortgage-backed securities residential
|
|
|
137,018
|
|
|
115
|
|
|
(6,219)
|
|
|
130,914
|
|
|
130,914
|
|
Collateralized mortgage obligations U.S.
Government |
|
|
24,331
|
|
|
27
|
|
|
(830)
|
|
|
23,528
|
|
|
23,528
|
|
Total securities available-for-sale
|
|
|
167,291
|
|
|
172
|
|
|
(7,731)
|
|
|
159,732
|
|
|
159,732
|
|
Securities held-to-maturity (1):
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities residential
|
|
|
19,266
|
|
|
|
|
|
(8)
|
|
|
19,258
|
|
|
19,266
|
|
Total securities held-to-maturity
|
|
|
19,266
|
|
|
|
|
|
(8)
|
|
|
19,258
|
|
|
19,266
|
|
Total investment securities
|
|
$
|
186,557
|
|
$
|
172
|
|
$
|
(7,739)
|
|
$
|
178,990
|
|
$
|
178,998
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Securities available-for-sale:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and municipal
|
|
$
|
943
|
|
$
|
42
|
|
$
|
(6)
|
|
$
|
979
|
|
$
|
979
|
|
Mortgage-backed securities residential
|
|
|
118,970
|
|
|
847
|
|
|
(170)
|
|
|
119,647
|
|
|
119,647
|
|
Collateralized mortgage obligations U.S.
Government |
|
|
39,146
|
|
|
127
|
|
|
(154)
|
|
|
39,119
|
|
|
39,119
|
|
Total securities available-for-sale
|
|
|
159,059
|
|
|
1,016
|
|
|
(330)
|
|
|
159,745
|
|
|
159,745
|
|
Total investment securities
|
|
$
|
159,059
|
|
$
|
1,016
|
|
$
|
(330)
|
|
$
|
159,745
|
|
$
|
159,745
|
|
|
(1)
|
Investment securities held-to-maturity are carried at amortized cost.
|
114 | ||
|
|
Amortized Cost
|
|
Fair Value
|
|
||
|
|
(Dollars in Thousands)
|
|
||||
Due in one year or less
|
|
$
|
|
|
$
|
|
|
Due from more than one to five years
|
|
|
|
|
|
|
|
Due from more than five to ten years
|
|
|
942
|
|
|
972
|
|
Due after ten years
|
|
|
|
|
|
|
|
U.S. Government-sponsored enterprises
|
|
|
5,000
|
|
|
4,318
|
|
Mortgage-backed securities residential (1)
|
|
|
156,284
|
|
|
150,172
|
|
Collateralized mortgage obligations U.S. Government
|
|
|
24,331
|
|
|
23,528
|
|
|
|
$
|
186,557
|
|
$
|
178,990
|
|
|
(1)
|
Investment securities held-to-maturity, included in Mortgage-backed securities residential, are carried at amortized cost.
|
|
|
Less Than 12 Months
|
|
12 Months or More
|
Total
|
|
|||||||||||||
|
|
Fair
|
|
Unrealized
|
|
Fair
|
|
Unrealized
|
|
|
|
|
Unrealized
|
|
|||||
|
|
Value
|
|
Losses
|
|
Value
|
|
Losses
|
|
Fair Value
|
|
Losses
|
|
||||||
|
|
(Dollars in Thousands)
|
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
U.S. Government sponsored
enterprises |
|
$
|
4,318
|
|
$
|
(682)
|
|
$
|
|
|
$
|
|
|
$
|
4,318
|
|
$
|
(682)
|
|
State and municipal
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Mortgage-backed securities
residential (1) |
|
|
76,480
|
|
|
(3,033)
|
|
|
51,531
|
|
|
(3,186)
|
|
|
128,011
|
|
|
(6,219)
|
|
Collateralized mortgage
obligations U.S. Government |
|
|
32,275
|
|
|
(547)
|
|
|
8,204
|
|
|
(292)
|
|
|
40,479
|
|
|
(838)
|
|
|
|
$
|
113,073
|
|
$
|
(4,262)
|
|
$
|
59,735
|
|
$
|
(3,478)
|
|
$
|
172,808
|
|
$
|
(7,739)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
State and municipal
|
|
$
|
|
|
$
|
|
|
$
|
454
|
|
$
|
(6)
|
|
$
|
454
|
|
$
|
(6)
|
|
Mortgage-backed securities
residential |
|
|
61,172
|
|
|
(170)
|
|
|
|
|
|
|
|
|
61,172
|
|
|
(170)
|
|
Collateralized mortgage
obligations U.S. Government |
|
|
13,207
|
|
|
(78)
|
|
|
5,054
|
|
|
(76)
|
|
|
18,261
|
|
|
(154)
|
|
|
|
$
|
74,379
|
|
$
|
(248)
|
|
$
|
5,508
|
|
$
|
(82)
|
|
$
|
79,887
|
|
$
|
(330)
|
|
|
(1)
|
Investment securities held-to-maturity, included in Mortgage-backed securities residential as of December 31, 2013, are carried at amortized cost.
|
115 | ||
116 | ||
|
|
|
|
|
% of
|
|
|
|
|
% of
|
|
|
|
|
2013
|
|
Total Loans
|
|
|
2012
|
|
Total Loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
167,455
|
|
44.9
|
%
|
$
|
193,057
|
|
45.3
|
%
|
Commercial
|
|
|
48,356
|
|
12.9
|
%
|
|
58,193
|
|
13.7
|
%
|
Other (land and multi-family)
|
|
|
15,790
|
|
4.2
|
%
|
|
19,908
|
|
4.7
|
%
|
Total real estate loans
|
|
|
231,601
|
|
62.0
|
%
|
|
271,158
|
|
63.7
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
0.0
|
%
|
|
|
|
0.0
|
%
|
Commercial
|
|
|
2,582
|
|
0.7
|
%
|
|
5,049
|
|
1.2
|
%
|
Acquisition and development
|
|
|
|
|
0.0
|
%
|
|
|
|
0.0
|
%
|
Total real estate construction loans
|
|
|
2,582
|
|
0.7
|
%
|
|
5,049
|
|
1.2
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
52,767
|
|
14.1
|
%
|
|
63,867
|
|
15.0
|
%
|
Consumer
|
|
|
53,290
|
|
14.3
|
%
|
|
61,558
|
|
14.4
|
%
|
Commercial
|
|
|
33,029
|
|
8.9
|
%
|
|
24,308
|
|
5.7
|
%
|
Total other portfolio loans
|
|
|
139,086
|
|
37.3
|
%
|
|
149,733
|
|
35.1
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio loans
|
|
|
373,269
|
|
100.0
|
%
|
|
425,940
|
|
100.0
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
Allowance for portfolio loan losses
|
|
|
(6,946)
|
|
|
|
|
(10,889)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net deferred portfolio loan costs
|
|
|
5,633
|
|
|
|
|
6,150
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio loans, net
|
|
$
|
371,956
|
|
|
|
$
|
421,201
|
|
|
|
117 | ||
|
|
|
|
|
|
30 59 Days
|
|
|
60 89 Days
|
|
|
> 90 Days
|
|
|
Total
|
|
|
|
|
|
|
Current
|
|
|
Past Due
|
|
|
Past Due
|
|
|
Past Due
|
|
|
Past Due
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
162,134
|
|
$
|
1,550
|
|
$
|
1,289
|
|
$
|
2,482
|
|
$
|
5,321
|
|
$
|
167,455
|
|
Commercial
|
|
|
48,272
|
|
|
84
|
|
|
|
|
|
|
|
|
84
|
|
|
48,356
|
|
Other (land and multi-family)
|
|
|
15,668
|
|
|
47
|
|
|
|
|
|
75
|
|
|
122
|
|
|
15,790
|
|
Total real estate loans
|
|
|
226,074
|
|
|
1,681
|
|
|
1,289
|
|
|
2,557
|
|
|
5,527
|
|
|
231,601
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
2,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,582
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
2,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
2,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
51,686
|
|
|
639
|
|
|
148
|
|
|
294
|
|
|
1,081
|
|
|
52,767
|
|
Consumer
|
|
|
51,810
|
|
|
983
|
|
|
387
|
|
|
110
|
|
|
1,480
|
|
|
53,290
|
|
Commercial
|
|
|
33,016
|
|
|
13
|
|
|
|
|
|
|
|
|
13
|
|
|
33,029
|
|
Total other portfolio loans
|
|
|
136,512
|
|
|
1,635
|
|
|
535
|
|
|
404
|
|
|
2,574
|
|
|
139,086
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio loans
|
|
$
|
365,168
|
|
$
|
3,316
|
|
$
|
1,824
|
|
$
|
2,961
|
|
$
|
8,101
|
|
$
|
373,269
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
179,242
|
|
$
|
3,598
|
|
$
|
1,658
|
|
$
|
8,559
|
|
$
|
13,815
|
|
$
|
193,057
|
|
Commercial
|
|
|
49,922
|
|
|
101
|
|
|
|
|
|
8,170
|
|
|
8,271
|
|
|
58,193
|
|
Other (land and multi-family)
|
|
|
19,289
|
|
|
24
|
|
|
|
|
|
595
|
|
|
619
|
|
|
19,908
|
|
Total real estate loans
|
|
|
248,453
|
|
|
3,723
|
|
|
1,658
|
|
|
17,324
|
|
|
22,705
|
|
|
271,158
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
4,310
|
|
|
|
|
|
|
|
|
739
|
|
|
739
|
|
|
5,049
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
4,310
|
|
|
|
|
|
|
|
|
739
|
|
|
739
|
|
|
5,049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
60,342
|
|
|
1,008
|
|
|
305
|
|
|
2,212
|
|
|
3,525
|
|
|
63,867
|
|
Consumer
|
|
|
59,451
|
|
|
987
|
|
|
418
|
|
|
702
|
|
|
2,107
|
|
|
61,558
|
|
Commercial
|
|
|
22,937
|
|
|
200
|
|
|
|
|
|
1,171
|
|
|
1,371
|
|
|
24,308
|
|
Total other portfolio loans
|
|
|
142,730
|
|
|
2,195
|
|
|
723
|
|
|
4,085
|
|
|
7,003
|
|
|
149,733
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio loans
|
|
$
|
395,493
|
|
$
|
5,918
|
|
$
|
2,381
|
|
$
|
22,148
|
|
$
|
30,447
|
|
$
|
425,940
|
|
118 | ||
|
|
|
Performing
|
|
|
Non-performing
|
|
|
Total
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
164,778
|
|
$
|
2,677
|
|
$
|
167,455
|
|
Commercial
|
|
|
48,356
|
|
|
|
|
|
48,356
|
|
Other (land and multi-family)
|
|
|
15,715
|
|
|
75
|
|
|
15,790
|
|
Total real estate loans
|
|
|
228,849
|
|
|
2,752
|
|
|
231,601
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
2,582
|
|
|
|
|
|
2,582
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
2,582
|
|
|
|
|
|
2,582
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
52,367
|
|
|
400
|
|
|
52,767
|
|
Consumer
|
|
|
53,061
|
|
|
229
|
|
|
53,290
|
|
Commercial
|
|
|
33,029
|
|
|
|
|
|
33,029
|
|
Total other portfolio loans
|
|
|
138,457
|
|
|
629
|
|
|
139,086
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio loans
|
|
$
|
369,888
|
|
$
|
3,381
|
|
$
|
373,269
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
182,502
|
|
$
|
10,555
|
|
$
|
193,057
|
|
Commercial
|
|
|
49,550
|
|
|
8,643
|
|
|
58,193
|
|
Other (land and multi-family)
|
|
|
19,313
|
|
|
595
|
|
|
19,908
|
|
Total real estate loans
|
|
|
251,365
|
|
|
19,793
|
|
|
271,158
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
4,310
|
|
|
739
|
|
|
5,049
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
4,310
|
|
|
739
|
|
|
5,049
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
61,655
|
|
|
2,212
|
|
|
63,867
|
|
Consumer
|
|
|
60,589
|
|
|
969
|
|
|
61,558
|
|
Commercial
|
|
|
23,137
|
|
|
1,171
|
|
|
24,308
|
|
Total other portfolio loans
|
|
|
145,381
|
|
|
4,352
|
|
|
149,733
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio loans
|
|
$
|
401,056
|
|
$
|
24,884
|
|
$
|
425,940
|
|
119 | ||
|
|
|
|
|
Special
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Pass
|
|
Mention
|
|
Substandard
|
|
Doubtful
|
|
Total
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$
|
41,838
|
|
$
|
2,651
|
|
$
|
3,867
|
|
$
|
|
|
$
|
48,356
|
|
Other (land and multi-family)
|
|
|
9,628
|
|
|
392
|
|
|
5,770
|
|
|
|
|
|
15,790
|
|
Total real estate loans
|
|
|
51,466
|
|
|
3,043
|
|
|
9,637
|
|
|
|
|
|
64,146
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
2,582
|
|
|
|
|
|
|
|
|
|
|
|
2,582
|
|
Total real estate construction loans
|
|
|
2,582
|
|
|
|
|
|
|
|
|
|
|
|
2,582
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
32,466
|
|
|
93
|
|
|
470
|
|
|
|
|
|
33,029
|
|
Total other portfolio loans
|
|
|
32,466
|
|
|
93
|
|
|
470
|
|
|
|
|
|
33,029
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio loans
|
|
$
|
86,514
|
|
$
|
3,136
|
|
$
|
10,107
|
|
$
|
|
|
$
|
99,757
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
$
|
43,542
|
|
$
|
2,308
|
|
$
|
12,343
|
|
$
|
|
|
$
|
58,193
|
|
Other (land and multi-family)
|
|
|
13,004
|
|
|
413
|
|
|
6,491
|
|
|
|
|
|
19,908
|
|
Total real estate loans
|
|
|
56,546
|
|
|
2,721
|
|
|
18,834
|
|
|
|
|
|
78,101
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
4,310
|
|
|
|
|
|
739
|
|
|
|
|
|
5,049
|
|
Total real estate construction loans
|
|
|
4,310
|
|
|
|
|
|
739
|
|
|
|
|
|
5,049
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
22,342
|
|
|
104
|
|
|
1,862
|
|
|
|
|
|
24,308
|
|
Total other portfolio loans
|
|
|
22,342
|
|
|
104
|
|
|
1,862
|
|
|
|
|
|
24,308
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total portfolio loans
|
|
$
|
83,198
|
|
$
|
2,825
|
|
$
|
21,435
|
|
$
|
|
|
$
|
107,458
|
|
120 | ||
|
|
Beginning
|
|
|
|
|
|
|
|
Provision
|
|
|
|
|
||
|
|
Balance
|
|
Charge-Offs
|
|
Recoveries
|
|
Expense
|
|
Ending Balance
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
4,166
|
|
$
|
(4,485)
|
|
$
|
961
|
|
$
|
2,546
|
|
$
|
3,188
|
|
Commercial
|
|
|
958
|
|
|
(2,452)
|
|
|
|
|
|
2,321
|
|
|
827
|
|
Other (land and multi-family)
|
|
|
986
|
|
|
(790)
|
|
|
63
|
|
|
23
|
|
|
282
|
|
Total real estate loans
|
|
|
6,110
|
|
|
(7,727)
|
|
|
1,024
|
|
|
4,890
|
|
|
4,297
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
50
|
|
|
|
|
|
|
|
|
75
|
|
|
125
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
50
|
|
|
|
|
|
|
|
|
75
|
|
|
125
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
2,636
|
|
|
(2,017)
|
|
|
395
|
|
|
32
|
|
|
1,046
|
|
Consumer
|
|
|
1,448
|
|
|
(2,131)
|
|
|
289
|
|
|
1,617
|
|
|
1,223
|
|
Commercial
|
|
|
645
|
|
|
(880)
|
|
|
78
|
|
|
371
|
|
|
214
|
|
Total other portfolio loans
|
|
|
4,729
|
|
|
(5,028)
|
|
|
762
|
|
|
2,020
|
|
|
2,483
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated
|
|
|
|
|
|
|
|
|
|
|
|
41
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
10,889
|
|
$
|
(12,755)
|
|
$
|
1,786
|
|
$
|
7,026
|
|
$
|
6,946
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
6,030
|
|
$
|
(6,347)
|
|
$
|
1,036
|
|
$
|
3,447
|
|
$
|
4,166
|
|
Commercial
|
|
|
3,143
|
|
|
(2,756)
|
|
|
3
|
|
|
568
|
|
|
958
|
|
Other (land and multi-family)
|
|
|
1,538
|
|
|
(1,906)
|
|
|
8
|
|
|
1,346
|
|
|
986
|
|
Total real estate loans
|
|
|
10,711
|
|
|
(11,009)
|
|
|
1,047
|
|
|
5,361
|
|
|
6,110
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
120
|
|
|
|
|
|
|
|
|
(120)
|
|
|
|
|
Commercial
|
|
|
|
|
|
(1,145)
|
|
|
|
|
|
1,195
|
|
|
50
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
120
|
|
|
(1,145)
|
|
|
|
|
|
1,075
|
|
|
50
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
3,125
|
|
|
(3,215)
|
|
|
223
|
|
|
2,503
|
|
|
2,636
|
|
Consumer
|
|
|
885
|
|
|
(1,567)
|
|
|
305
|
|
|
1,825
|
|
|
1,448
|
|
Commercial
|
|
|
685
|
|
|
(1,769)
|
|
|
2
|
|
|
1,727
|
|
|
645
|
|
Total other portfolio loans
|
|
|
4,695
|
|
|
(6,551)
|
|
|
530
|
|
|
6,055
|
|
|
4,729
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
15,526
|
|
$
|
(18,705)
|
|
$
|
1,577
|
|
$
|
12,491
|
|
$
|
10,889
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
5,860
|
|
$
|
(6,005)
|
|
$
|
483
|
|
$
|
5,692
|
|
$
|
6,030
|
|
Commercial
|
|
|
2,443
|
|
|
(2,274)
|
|
|
21
|
|
|
2,953
|
|
|
3,143
|
|
Other (land and multi-family)
|
|
|
1,019
|
|
|
(729)
|
|
|
36
|
|
|
1,212
|
|
|
1,538
|
|
Total real estate loans
|
|
|
9,322
|
|
|
(9,008)
|
|
|
540
|
|
|
9,857
|
|
|
10,711
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
18
|
|
|
|
|
|
|
|
|
102
|
|
|
120
|
|
Commercial
|
|
|
37
|
|
|
|
|
|
|
|
|
(37)
|
|
|
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
55
|
|
|
|
|
|
|
|
|
65
|
|
|
120
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
1,663
|
|
|
(3,404)
|
|
|
119
|
|
|
4,747
|
|
|
3,125
|
|
Consumer
|
|
|
1,922
|
|
|
(1,471)
|
|
|
262
|
|
|
172
|
|
|
885
|
|
Commercial
|
|
|
382
|
|
|
(242)
|
|
|
3
|
|
|
542
|
|
|
685
|
|
Total other portfolio loans
|
|
|
3,967
|
|
|
(5,117)
|
|
|
384
|
|
|
5,461
|
|
|
4,695
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total
|
|
$
|
13,344
|
|
$
|
(14,125)
|
|
$
|
924
|
|
$
|
15,383
|
|
$
|
15,526
|
|
121 | ||
|
|
Individually
|
|
Collectively
|
|
|
|
|
||
|
|
Evaluated for
|
|
Evaluated for
|
|
Total Ending
|
|
|||
|
|
Impairment
|
|
Impairment
|
|
Balance
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Allowance for portfolio loan losses:
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
799
|
|
$
|
2,389
|
|
$
|
3,188
|
|
Commercial
|
|
|
106
|
|
|
721
|
|
|
827
|
|
Other (land and multi-family)
|
|
|
92
|
|
|
190
|
|
|
282
|
|
Total real estate loans
|
|
|
997
|
|
|
3,300
|
|
|
4,297
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
125
|
|
|
125
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
|
|
|
125
|
|
|
125
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
321
|
|
|
725
|
|
|
1,046
|
|
Consumer
|
|
|
29
|
|
|
1,194
|
|
|
1,223
|
|
Commercial
|
|
|
3
|
|
|
211
|
|
|
214
|
|
Total other portfolio loans
|
|
|
353
|
|
|
2,130
|
|
|
2,483
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated
|
|
|
|
|
|
41
|
|
|
41
|
|
|
|
|
|
|
|
|
|
|
|
|
Total ending allowance for portfolio loan losses balance
|
|
$
|
1,350
|
|
$
|
5,596
|
|
$
|
6,946
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
6,701
|
|
$
|
160,754
|
|
$
|
167,455
|
|
Commercial
|
|
|
6,481
|
|
|
41,875
|
|
|
48,356
|
|
Other (land and multi-family)
|
|
|
7,124
|
|
|
8,666
|
|
|
15,790
|
|
Total real estate loans
|
|
|
20,306
|
|
|
211,295
|
|
|
231,601
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
2,582
|
|
|
2,582
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
|
|
|
2,582
|
|
|
2,582
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
1,141
|
|
|
51,626
|
|
|
52,767
|
|
Consumer
|
|
|
94
|
|
|
53,211
|
|
|
53,290
|
|
Commercial
|
|
|
628
|
|
|
32,401
|
|
|
33,029
|
|
Total other portfolio loans
|
|
|
1,863
|
|
|
137,238
|
|
|
139,086
|
|
|
|
|
|
|
|
|
|
|
|
|
Total ending portfolio loans balance
|
|
$
|
22,169
|
|
$
|
351,115
|
|
$
|
373,269
|
|
122 | ||
|
|
Individually
|
|
Collectively
|
|
|
|
|
||
|
|
Evaluated for
|
|
Evaluated for
|
|
Total Ending
|
|
|||
|
|
Impairment
|
|
Impairment
|
|
Balance
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Allowance for portfolio loan losses:
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
1,116
|
|
$
|
3,050
|
|
$
|
4,166
|
|
Commercial
|
|
|
165
|
|
|
793
|
|
|
958
|
|
Other (land and multi-family)
|
|
|
156
|
|
|
830
|
|
|
986
|
|
Total real estate loans
|
|
|
1,437
|
|
|
4,673
|
|
|
6,110
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
50
|
|
|
50
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
|
|
|
50
|
|
|
50
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
384
|
|
|
2,252
|
|
|
2,636
|
|
Consumer
|
|
|
59
|
|
|
1,389
|
|
|
1,448
|
|
Commercial
|
|
|
308
|
|
|
337
|
|
|
645
|
|
Total other portfolio loans
|
|
|
751
|
|
|
3,978
|
|
|
4,729
|
|
|
|
|
|
|
|
|
|
|
|
|
Unallocated
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total ending allowance for portfolio loan losses balance
|
|
$
|
2,188
|
|
$
|
8,701
|
|
$
|
10,889
|
|
|
|
|
|
|
|
|
|
|
|
|
Portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
7,966
|
|
$
|
185,091
|
|
$
|
193,057
|
|
Commercial
|
|
|
15,034
|
|
|
43,159
|
|
|
58,193
|
|
Other (land and multi-family)
|
|
|
8,507
|
|
|
11,401
|
|
|
19,908
|
|
Total real estate loans
|
|
|
31,507
|
|
|
239,651
|
|
|
271,158
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
739
|
|
|
4,310
|
|
|
5,049
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
739
|
|
|
4,310
|
|
|
5,049
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
2,957
|
|
|
60,910
|
|
|
63,867
|
|
Consumer
|
|
|
467
|
|
|
61,091
|
|
|
61,558
|
|
Commercial
|
|
|
2,006
|
|
|
22,302
|
|
|
24,308
|
|
Total other portfolio loans
|
|
|
5,430
|
|
|
144,303
|
|
|
149,733
|
|
|
|
|
|
|
|
|
|
|
|
|
Total ending portfolio loans balance
|
|
$
|
37,676
|
|
$
|
388,264
|
|
$
|
425,940
|
|
123 | ||
|
|
2013
|
|
2012
|
|
||
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
||||
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
6,701
|
|
$
|
7,966
|
|
Commercial
|
|
|
6,481
|
|
|
7,635
|
|
Other (land and multi-family)
|
|
|
6,864
|
|
|
2,053
|
|
Total real estate loans
|
|
|
20,046
|
|
|
17,654
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
Acquisition and development
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
Home equity
|
|
|
1,141
|
|
|
2,957
|
|
Consumer
|
|
|
94
|
|
|
467
|
|
Commercial
|
|
|
628
|
|
|
1,329
|
|
Total other portfolio loans
|
|
|
1,863
|
|
|
4,753
|
|
|
|
|
|
|
|
|
|
Total TDRs classified as impaired loans
|
|
$
|
21,909
|
|
$
|
22,407
|
|
124 | ||
|
|
|
|
Pre-Modification
|
|
Post-Modification
|
|
||
|
Number of
|
|
Outstanding Recorded
|
|
Outstanding Recorded
|
|
|||
|
Contracts
|
|
Investments
|
|
Investments
|
|
|||
|
(Dollars in Thousands)
|
|
|||||||
Troubled debt restructuring:
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
9
|
|
$
|
1,802
|
|
$
|
1,802
|
|
Commercial
|
|
1
|
|
|
362
|
|
|
362
|
|
Other (land and multi-family)
|
|
3
|
|
|
5,756
|
|
|
5,756
|
|
Total real estate loans
|
|
13
|
|
|
7,920
|
|
|
7,920
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
6
|
|
|
281
|
|
|
281
|
|
Consumer
|
|
10
|
|
|
276
|
|
|
276
|
|
Commercial
|
|
4
|
|
|
302
|
|
|
302
|
|
Total other portfolio loans
|
|
20
|
|
|
859
|
|
|
859
|
|
|
|
|
|
|
|
|
|
|
|
Total troubled debt restructurings
|
|
33
|
|
$
|
8,779
|
|
$
|
8,779
|
|
|
Number of
|
|
Recorded
|
|
||
|
Contracts
|
|
Investments
|
|
||
|
(Dollars in Thousands)
|
|
||||
|
|
|
|
|
|
|
Troubled debt restructuring that subsequently defaulted:
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
Consumer
|
|
2
|
|
|
1
|
|
|
|
|
|
|
|
|
Total troubled debt restructurings that subsequently defaulted
|
|
2
|
|
$
|
1
|
|
125 | ||
|
|
|
|
Pre-Modification
|
|
Post-Modification
|
|
||
|
|
Number of
|
|
Outstanding Recorded
|
|
Outstanding Recorded
|
|
||
|
|
Contracts
|
|
Investments
|
|
Investments
|
|
||
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
||||||
Troubled debt restructuring:
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
24
|
|
$
|
3,177
|
|
$
|
3,071
|
|
Commercial
|
|
4
|
|
|
2,998
|
|
|
2,998
|
|
Other (land and multi-family)
|
|
6
|
|
|
858
|
|
|
702
|
|
Total real estate loans
|
|
34
|
|
|
7,033
|
|
|
6,771
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
14
|
|
|
2,062
|
|
|
1,859
|
|
Consumer
|
|
9
|
|
|
425
|
|
|
425
|
|
Commercial
|
|
2
|
|
|
83
|
|
|
83
|
|
Total other portfolio loans
|
|
25
|
|
|
2,570
|
|
|
2,367
|
|
|
|
|
|
|
|
|
|
|
|
Total troubled debt restructurings
|
|
59
|
|
$
|
9,603
|
|
$
|
9,138
|
|
|
|
Number of
|
|
Recorded
|
|
|
|
|
Contracts
|
|
Investments
|
|
|
|
|
(Dollars in Thousands)
|
|
|||
|
|
|
|
|
|
|
Troubled debt restructuring that subsequently defaulted:
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
One- to four-family
|
|
2
|
|
$
|
189
|
|
Commercial
|
|
1
|
|
|
217
|
|
Other (land and multi-family)
|
|
1
|
|
|
201
|
|
Total real estate loans
|
|
4
|
|
|
607
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
Consumer
|
|
1
|
|
|
117
|
|
|
|
|
|
|
|
|
Total troubled debt restructurings that subsequently defaulted
|
|
5
|
|
$
|
724
|
|
126 | ||
|
|
Recorded
|
|
Unpaid
|
|
Related
|
|
|||
|
|
Investment
|
|
Principal Balance
|
|
Allowance
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Commercial
|
|
|
3,600
|
|
|
3,600
|
|
|
|
|
Other (land and multi-family)
|
|
|
5,770
|
|
|
5,770
|
|
|
|
|
Total real estate loans
|
|
|
9,370
|
|
|
9,370
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
377
|
|
|
377
|
|
|
|
|
Total other portfolio loans
|
|
|
377
|
|
|
377
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total with no related allowance recorded
|
|
$
|
9,747
|
|
$
|
9,747
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
6,701
|
|
$
|
6,701
|
|
$
|
799
|
|
Commercial
|
|
|
2,881
|
|
|
2,881
|
|
|
106
|
|
Other (land and multi-family)
|
|
|
1,354
|
|
|
1,529
|
|
|
92
|
|
Total real estate loans
|
|
|
10,936
|
|
|
11,111
|
|
|
997
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
1,141
|
|
|
1,141
|
|
|
321
|
|
Consumer
|
|
|
94
|
|
|
94
|
|
|
29
|
|
Commercial
|
|
|
251
|
|
|
251
|
|
|
3
|
|
Total other portfolio loans
|
|
|
1,486
|
|
|
1,486
|
|
|
353
|
|
|
|
|
|
|
|
|
|
|
|
|
Total with an allowance recorded
|
|
$
|
12,422
|
|
$
|
12,597
|
|
$
|
1,350
|
|
127 | ||
|
|
Recorded
|
|
Unpaid
|
|
Related
|
|
|||
|
|
Investment
|
|
Principal Balance
|
|
Allowance
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Commercial
|
|
|
12,073
|
|
|
12,758
|
|
|
|
|
Other (land and multi-family)
|
|
|
6,490
|
|
|
6,493
|
|
|
|
|
Total real estate loans
|
|
|
18,563
|
|
|
19,251
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
739
|
|
|
4,988
|
|
|
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
739
|
|
|
4,988
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
|
|
|
|
|
|
|
|
Consumer
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
1,117
|
|
|
2,814
|
|
|
|
|
Total other portfolio loans
|
|
|
1,117
|
|
|
2,814
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total with no related allowance recorded
|
|
$
|
20,419
|
|
$
|
27,053
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
With an allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
7,966
|
|
$
|
8,071
|
|
$
|
1,116
|
|
Commercial
|
|
|
2,961
|
|
|
2,961
|
|
|
165
|
|
Other (land and multi-family)
|
|
|
2,017
|
|
|
2,195
|
|
|
156
|
|
Total real estate loans
|
|
|
12,944
|
|
|
13,227
|
|
|
1,437
|
|
|
|
|
|
|
|
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
|
|
|
|
|
|
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
2,957
|
|
|
3,160
|
|
|
384
|
|
Consumer
|
|
|
467
|
|
|
467
|
|
|
59
|
|
Commercial
|
|
|
889
|
|
|
889
|
|
|
308
|
|
Total other portfolio loans
|
|
|
4,313
|
|
|
4,516
|
|
|
751
|
|
|
|
|
|
|
|
|
|
|
|
|
Total with an allowance recorded
|
|
$
|
17,257
|
|
$
|
17,743
|
|
$
|
2,188
|
|
128 | ||
|
|
|
|
|
Interest Income
|
|
Cash Basis Interest
|
|
||
|
|
Average Balance
|
|
Recognized
|
|
Income Recognized
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
7,334
|
|
$
|
255
|
|
$
|
|
|
Commercial
|
|
|
10,758
|
|
|
412
|
|
|
|
|
Other (land and multi-family)
|
|
|
7,816
|
|
|
303
|
|
|
|
|
Total real estate loans
|
|
|
25,908
|
|
|
970
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
|
|
|
|
|
|
|
|
Commercial
|
|
|
370
|
|
|
|
|
|
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
370
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
2,049
|
|
|
81
|
|
|
|
|
Consumer
|
|
|
281
|
|
|
19
|
|
|
|
|
Commercial
|
|
|
1,317
|
|
|
41
|
|
|
|
|
Total other portfolio loans
|
|
|
3,647
|
|
|
141
|
|
|
|
|
Total
|
|
$
|
29,925
|
|
$
|
1,111
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
9,594
|
|
$
|
362
|
|
$
|
|
|
Commercial
|
|
|
17,179
|
|
|
502
|
|
|
|
|
Other (land and multi-family)
|
|
|
7,461
|
|
|
319
|
|
|
|
|
Total real estate loans
|
|
|
34,234
|
|
|
1,183
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
228
|
|
|
|
|
|
|
|
Commercial
|
|
|
1,551
|
|
|
|
|
|
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
1,779
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
2,458
|
|
|
127
|
|
|
|
|
Consumer
|
|
|
393
|
|
|
33
|
|
|
|
|
Commercial
|
|
|
3,028
|
|
|
50
|
|
|
|
|
Total other portfolio loans
|
|
|
5,879
|
|
|
210
|
|
|
|
|
Total
|
|
$
|
41,892
|
|
$
|
1,393
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2011
|
|
|
|
|
|
|
|
|
|
|
Real estate loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
$
|
13,522
|
|
$
|
982
|
|
$
|
|
|
Commercial
|
|
|
19,523
|
|
|
454
|
|
|
|
|
Other (land and multi-family)
|
|
|
5,776
|
|
|
546
|
|
|
|
|
Total real estate loans
|
|
|
38,821
|
|
|
1,982
|
|
|
|
|
Real estate construction loans:
|
|
|
|
|
|
|
|
|
|
|
One- to four-family
|
|
|
228
|
|
|
|
|
|
|
|
Commercial
|
|
|
2,022
|
|
|
|
|
|
|
|
Acquisition and development
|
|
|
|
|
|
|
|
|
|
|
Total real estate construction loans
|
|
|
2,250
|
|
|
|
|
|
|
|
Other portfolio loans:
|
|
|
|
|
|
|
|
|
|
|
Home equity
|
|
|
1,834
|
|
|
189
|
|
|
|
|
Consumer
|
|
|
316
|
|
|
47
|
|
|
|
|
Commercial
|
|
|
3,480
|
|
|
263
|
|
|
|
|
Total other portfolio loans
|
|
|
5,630
|
|
|
499
|
|
|
|
|
Total
|
|
$
|
46,701
|
|
$
|
2,481
|
|
$
|
|
|
129 | ||
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|
||||
|
|
|
|
|
|
|
|
Beginning balance
|
|
$
|
1,563
|
|
$
|
1,587
|
|
New portfolio loans and advances on existing portfolio loans
|
|
|
|
|
|
2
|
|
Effect of changes in related parties
|
|
|
(1,349)
|
|
|
71
|
|
Repayments
|
|
|
(77)
|
|
|
(97)
|
|
Ending balance
|
|
$
|
137
|
|
$
|
1,563
|
|
130 | ||
|
|
2013
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|
||||
Land
|
|
$
|
7,176
|
|
$
|
7,176
|
|
Buildings and leasehold improvements
|
|
|
12,112
|
|
|
12,100
|
|
Furniture, fixtures, and equipment
|
|
|
10,589
|
|
|
10,457
|
|
Land, premises, and equipment
|
|
|
29,877
|
|
|
29,733
|
|
Accumulated depreciation and amortization
|
|
|
(15,624)
|
|
|
(15,149)
|
|
Land, premises, and equipment, net
|
|
$
|
14,253
|
|
$
|
14,584
|
|
|
|
(Dollars in Thousands)
|
|
|
2014
|
|
$
|
147,247
|
|
2015
|
|
|
19,347
|
|
2016
|
|
|
6,122
|
|
2017
|
|
|
4,311
|
|
2018
|
|
|
6,783
|
|
Thereafter
|
|
|
|
|
Total time deposits
|
|
$
|
183,810
|
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
Interest-bearing demand
|
|
$
|
219
|
|
$
|
355
|
|
$
|
820
|
|
Savings and money market
|
|
|
721
|
|
|
929
|
|
|
1,317
|
|
Time
|
|
|
2,368
|
|
|
2,845
|
|
|
4,041
|
|
Total interest expense on deposits
|
|
$
|
3,308
|
|
$
|
4,129
|
|
$
|
6,178
|
|
131 | ||
|
|
2013
|
|
|
2012
|
|
||
|
|
(Dollars in Thousands)
|
|
|||||
|
|
|
|
|
|
|
|
|
Average daily balance
|
|
$
|
92,800
|
|
|
$
|
92,800
|
|
Weighted average coupon interest rate during the period
|
|
|
5.10
|
%
|
|
|
5.10
|
%
|
Maximum month-end balance during the period
|
|
$
|
92,800
|
|
|
$
|
92,800
|
|
Weighted average coupon interest rate at end of period
|
|
|
5.10
|
%
|
|
|
5.10
|
%
|
Weighted average maturity (months)
|
|
|
30
|
|
|
|
42
|
|
|
|
Amount Maturing
|
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
2014
|
|
$
|
26,500
|
|
2015
|
|
|
10,000
|
|
2016
|
|
|
5,000
|
|
2017
|
|
|
25,000
|
|
2018
|
|
|
26,300
|
|
Thereafter
|
|
|
|
|
Total
|
|
$
|
92,800
|
|
132 | ||
|
|
2013
|
|
2012
|
|
||
|
|
|
(Dollars in Thousands)
|
|
|||
|
|
|
|
|
|
|
|
Maturities July 2015 through March 2018, fixed rate at rates from 3.74% to 4.42%
|
|
$
|
110,000
|
|
$
|
110,000
|
|
Maturities September 2013 through December 2013, fixed rate at rates from 2.62% to 3.25%
|
|
|
|
|
|
25,000
|
|
Total
|
|
$
|
110,000
|
|
$
|
135,000
|
|
|
|
Amount Maturing
|
|
|
|
|
(Dollars in Thousands)
|
|
|
|
|
|
|
|
2014
|
|
$
|
|
|
2015
|
|
|
20,000
|
|
2016
|
|
|
20,000
|
|
2017
|
|
|
65,000
|
|
2018
|
|
|
5,000
|
|
Thereafter
|
|
|
|
|
Total
|
|
$
|
110,000
|
|
|
|
2013
|
|
2012
|
|
||
|
|
|
(Dollars in Thousands)
|
|
|||
Undisbursed portion of loans closed
|
|
$
|
3,090
|
|
$
|
3,029
|
|
Unused lines of credit and commitments to fund loans
|
|
|
47,803
|
|
|
44,349
|
|
133 | ||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
(Dollars in Thousands)
|
|
||||||
|
|
|
|
|
|
|
|
|
|
|
Current federal
|
|
$
|
|
|
$
|
150
|
|
$
|
(521)
|
|
Current state
|
|
|
|
|
|
|
|
|
|
|
Deferred federal
|
|
|
11,664
|
|
|
(2,321)
|
|
|
(2,978)
|
|
Deferred state
|
|
|
2,356
|
|
|
(146)
|
|
|
(886)
|
|
Increase (decrease) in valuation allowance federal
|
|
|
(11,664)
|
|
|
2,321
|
|
|
2,978
|
|
Increase (decrease) in valuation allowance state
|
|
|
(2,356)
|
|
|
146
|
|
|
983
|
|
Income tax expense (benefit)
|
|
$
|
|
|
$
|
150
|
|
$
|
(424)
|
|
134 | ||
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|||
|
|
|
(Dollars in Thousands)
|
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
Income taxes at current statutory rate of 34%
|
|
$
|
(3,878)
|
|
|
$
|
(2,216)
|
|
|
$
|
(3,642)
|
|
Increase (decrease) from:
|
|
|
|
|
|
|
|
|
|
|
|
|
State income tax, net of Federal tax effect
|
|
|
(414)
|
|
|
|
(146)
|
|
|
|
(523)
|
|
Tax-exempt income
|
|
|
(12)
|
|
|
|
(12)
|
|
|
|
(12)
|
|
Increase in cash surrender value of bank owned life insurance
|
|
|
(129)
|
|
|
|
(151)
|
|
|
|
(229)
|
|
Taxable proceeds from bank owned life insurance surrender
|
|
|
|
|
|
|
|
|
|
|
701
|
|
Stock option expense
|
|
|
1
|
|
|
|
6
|
|
|
|
24
|
|
Change related to Internal Revenue Code § 382 net operating
loss carryover limitations |
|
|
18,479
|
|
|
|
-
|
|
|
|
-
|
|
Change in federal valuation allowance
|
|
|
(11,664)
|
|
|
|
2,321
|
|
|
|
2,978
|
|
Change in state valuation allowance
|
|
|
(2,356)
|
|
|
|
146
|
|
|
|
983
|
|
Change related to amended returns
|
|
|
|
|
|
|
150
|
|
|
|
(521)
|
|
Other, net
|
|
|
(27)
|
|
|
|
52
|
|
|
|
(183)
|
|
Income tax expense (benefit)
|
|
$
|
|
|
|
$
|
150
|
|
|
$
|
(424)
|
|
Effective tax rate
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
0.0
|
%
|
|
|
2013
|
|
|
2012
|
|
|
|
|
(Dollars in Thousands)
|
|
||||
Deferred tax assets:
|
|
|
|
|
|
|
|
Allowance for portfolio loan losses
|
|
$
|
2,609
|
|
$
|
4,101
|
|
Depreciation
|
|
|
|
|
|
|
|
Net unrealized loss on securities available-for-sale
|
|
|
2,840
|
|
|
|
|
Deferred compensation arrangements
|
|
|
559
|
|
|
490
|
|
Other real estate owned
|
|
|
1,413
|
|
|
834
|
|
Net operating loss carryover
|
|
|
7,879
|
|
|
20,843
|
|
Deferred loan fees
|
|
|
647
|
|
|
744
|
|
Interest income on non-accrual loans
|
|
|
3
|
|
|
24
|
|
Accrued expenses
|
|
|
375
|
|
|
323
|
|
Acquired customer intangibles
|
|
|
344
|
|
|
421
|
|
Alternative minimum tax carryover
|
|
|
527
|
|
|
527
|
|
Donation carryover
|
|
|
66
|
|
|
66
|
|
Other
|
|
|
244
|
|
|
173
|
|
Total deferred tax assets
|
|
|
17,506
|
|
|
28,546
|
|
Valuation allowance federal
|
|
|
(15,237)
|
|
|
(24,098)
|
|
Valuation allowance state
|
|
|
(1,553)
|
|
|
(3,615)
|
|
Total deferred tax assets, net of valuation allowance
|
|
|
716
|
|
|
833
|
|
|
|
|
|
|
|
|
|
Deferred tax liability:
|
|
|
|
|
|
|
|
Net unrealized gain on securities available-for-sale
|
|
|
|
|
|
(258)
|
|
Depreciation
|
|
|
(170)
|
|
|
(127)
|
|
Deferred loan costs
|
|
|
(49)
|
|
|
(29)
|
|
Prepaid expenses
|
|
|
(317)
|
|
|
(256)
|
|
Other
|
|
|
(180)
|
|
|
(163)
|
|
Total deferred tax liability
|
|
|
(716)
|
|
|
(833)
|
|
Net deferred tax asset
|
|
$
|
|
|
$
|
|
|
135 | ||
136 | ||
|
|
|
2013
|
|
|
2012
|
|
|
2011
|
|
|
|
(Dollars in Thousands, Except Share Information)
|
|
|||||||
Basic:
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(11,406)
|
|
$
|
(6,667)
|
|
$
|
(10,287)
|
|
Weighted average common shares outstanding
|
|
|
3,652,311
|
|
|
2,628,969
|
|
|
2,629,001
|
|
Less: average unallocated employee stock ownership plan
shares |
|
|
(86,201)
|
|
|
(91,004)
|
|
|
(89,432)
|
|
Less: average director’s deferred compensation shares
|
|
|
(37,336)
|
|
|
(39,926)
|
|
|
(46,684)
|
|
Less: average unvested restricted stock awards
|
|
|
(682)
|
|
|
(1,073)
|
|
|
(2,594)
|
|
Weighted average common shares outstanding, as adjusted
|
|
|
3,528,093
|
|
|
2,496,966
|
|
|
2,490,291
|
|
Basic loss per common share
|
|
$
|
(3.23)
|
|
$
|
(2.67)
|
|
$
|
(4.13)
|
|
|
|
|
|
|
|
|
|
|
|
|
Diluted:
|
|
|
|
|
|
|
|
|
|
|
Net Loss
|
|
$
|
(11,406)
|
|
$
|
(6,667)
|
|
$
|
(10,287)
|
|
Weighted average common shares outstanding, as adjusted
(from above) |
|
|
3,528,093
|
|
|
2,496,966
|
|
|
2,490,291
|
|
Add: dilutive effects of assumed exercise of stock options
|
|
|
|
|
|
|
|
|
|
|
Add: dilutive effects of full vesting of stock awards
|
|
|
|
|
|
|
|
|
|
|
Weighted average dilutive shares outstanding
|
|
|
3,528,093
|
|
|
2,496,966
|
|
|
2,490,291
|
|
Diluted loss per common share
|
|
$
|
(3.23)
|
|
$
|
(2.67)
|
|
$
|
(4.13)
|
|
137 | ||
|
|
|
2013
|
|
|
2012
|
|
|
|
(Dollars in Thousands)
|
|
||||
Accrued liability:
|
|
|
|
|
|
|
|
Executive and senior officer SERP
|
|
$
|
565
|
|
$
|
391
|
|
Director retirement plan
|
|
$
|
163
|
|
$
|
176
|
|
Unvested appreciation benefit:
|
|
|
|
|
|
|
|
Executive and senior officer SERP
|
|
$
|
1,873
|
|
$
|
2,019
|
|
Director retirement plan
|
|
$
|
|
|
$
|
|
|
138 | ||
139 | ||
|
|
|
2013
|
|
|
2012
|
|
|
|
|
|
|
|
|
|
Allocated to eligible employees
|
|
|
4,790
|
|
|
4,790
|
|
Unearned
|
|
|
81,437
|
|
|
86,227
|
|
Total ESOP shares
|
|
|
86,227
|
|
|
91,017
|
|
|
|
|
|
|
|
|
|
|
|
(Dollars in Thousands)
|
|
||||
Fair value of unearned shares
|
|
$
|
353
|
|
$
|
173
|
|
140 | ||
|
|
|
|
Weighted-Average
|
|
|
|
|
Shares
|
|
Grant-Date Fair Value
|
|
|
Non-vested at December 31, 2011
|
|
1,393
|
|
$
|
29.49
|
|
Granted
|
|
|
|
|
|
|
Vested
|
|
(571)
|
|
|
57.87
|
|
Forfeited
|
|
|
|
|
|
|
Non-vested at December 31, 2012
|
|
822
|
|
|
14.95
|
|
Granted
|
|
|
|
|
|
|
Vested
|
|
(274)
|
|
|
14.95
|
|
Forfeited
|
|
|
|
|
|
|
Non-vested at December 31, 2013
|
|
548
|
|
$
|
14.95
|
|
141 | ||
|
|
|
|
|
|
|
Weighted-Average
|
|
|
|
|
|
|
|
|
Weighted-Average
|
|
Remaining
|
|
Aggregate
|
|
||
|
Shares
|
|
Exercise Price
|
|
Contractual Term
|
|
Intrinsic Value
|
|
|||
|
|
|
|
|
|
|
|
|
(in Thousands)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2011
|
|
131,947
|
|
$
|
46.83
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(14,225)
|
|
|
63.95
|
|
|
|
|
|
|
Outstanding at December 31, 2012
|
|
117,722
|
|
$
|
44.98
|
|
5.2
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest
|
|
89,139
|
|
$
|
44.98
|
|
5.2
|
|
$
|
|
|
Exercisable at year end
|
|
81,340
|
|
$
|
65.10
|
|
3.9
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Outstanding at December 31, 2012
|
|
117,722
|
|
$
|
44.98
|
|
|
|
|
|
|
Granted
|
|
|
|
|
|
|
|
|
|
|
|
Exercised
|
|
|
|
|
|
|
|
|
|
|
|
Forfeited
|
|
(33,967)
|
|
|
30.18
|
|
|
|
|
|
|
Outstanding at December 31, 2013
|
|
83,755
|
|
$
|
50.98
|
|
3.6
|
|
$
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Vested or expected to vest
|
|
61,979
|
|
$
|
50.98
|
|
3.6
|
|
$
|
|
|
Exercisable at year end
|
|
74,035
|
|
$
|
57.67
|
|
3.2
|
|
$
|
|
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
|
|
|
|
|
|
|
|
|
Intrinsic value of options exercised
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Cash received from options exercised
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Tax benefit realized from options exercised
|
|
$
|
|
|
$
|
|
|
$
|
|
|
Risk-free interest rate
|
|
|
n/a
|
|
|
n/a
|
|
|
1.45
|
%
|
Volatility of Company’s stock
|
|
|
n/a
|
|
|
n/a
|
|
|
23.90
|
%
|
Expected dividend yield
|
|
|
n/a
|
|
|
n/a
|
|
|
0.00
|
%
|
Expected life of options
|
|
|
n/a
|
|
|
n/a
|
|
|
6 years
|
|
Weighted average fair value of options granted
|
|
|
n/a
|
|
|
n/a
|
|
$
|
1.33
|
|
142 | ||
⋅
|
the Order replaces and therefore terminates the Supervisory Agreement entered into between the Bank and the OTS on December 10, 2010;
|
|
|
⋅
|
within 10 days of the date of the Order, the Board of Directors had to establish a compliance committee that will be responsible for monitoring and coordinating Atlantic Coast Bank’s adherence to the provisions of the Order;
|
|
|
⋅
|
within 90 days of the date of the Order, the Board of Directors had to develop and submit to the OCC for receipt of supervisory non-objection of at least a two-year strategic plan to achieve objectives for Atlantic Coast Bank’s risk profile, earnings performance, growth, balance sheet mix, off-balance sheet activities, liability structure, capital and liquidity adequacy and updating such plan each year by January 31 beginning on January 31, 2014;
|
|
|
⋅
|
until such time as the OCC provides written supervisory non-objection of Atlantic Coast Bank’s strategic plan, Atlantic Coast Bank will not significantly deviate from products, services, asset composition and size, funding sources, structures, operations, policies, procedures and markets of Atlantic Coast Bank that existed prior to the Order without receipt of prior non-objection from the OCC;
|
|
|
⋅
|
by December 31, 2012, Atlantic Coast Bank needed to achieve and maintain a total risk based capital ratio of 13.00% of risk weighted assets and Tier 1 capital ratio of 9.00% of adjusted total assets;
|
|
|
⋅
|
within 60 days of the date of the Order, the Board of Directors needed to develop and implement an effective internal capital planning process to assess Atlantic Coast Bank’s capital adequacy in relation to its overall risks and to ensure maintenance of appropriate capital levels, which should be no less than total risk based capital ratio of 13.00% of risk weighted assets and Tier 1 capital ratio of 9.00% of adjusted total assets;
|
|
|
⋅
|
Atlantic Coast Bank may not accept, renew or roll over any brokered deposit unless it has applied for and been granted a waiver of this prohibition by the FDIC;
|
|
|
⋅
|
within 90 days of the date of the Order, the Board of Directors had to forward to the OCC for receipt of written supervisory non-objection a written capital plan for Atlantic Coast Bank covering at least a two year period that achieves and maintains total risk based capital ratio of 13.00% of risk weighted assets and Tier 1 capital of 9.00% ratio of adjusted total assets in addition to certain other requirements;
|
|
|
⋅
|
Atlantic Coast Bank may declare or pay a dividend or make a capital distribution only when it is in compliance with its approved capital plan and would remain in compliance with its approved capital plan after payment of such dividends or capital distribution and receives prior written approval of the OCC;
|
|
|
⋅
|
following receipt of written no supervisory objection of its capital plan, the Board of Directors will monitor Atlantic Coast Bank’s performance against the capital plan and shall review and update the plan annually no later than January 31 of each year, beginning with January 31, 2014;
|
143 | ||
⋅
|
if Atlantic Coast Bank fails to achieve and maintain the required capital ratios by December 31, 2012, fails to submit a capital plan within 90 days of the date of the Order or fails to implement a written capital plan for which the OCC has provided a written determination of no supervisory objection, then, at the sole discretion of the OCC, Atlantic Coast Bank may be deemed undercapitalized for purposes of the Order;
|
|
|
⋅
|
within 30 days of the date of the Order, the Board of Directors had to revise and maintain a comprehensive liquidity risk management program which assesses on an ongoing basis, Atlantic Coast Bank’s current and projected funding needs, and that ensures that sufficient funds or access to funds exist to meet those needs;
|
|
|
⋅
|
within 60 days of the date of the Order, the Board of Directors had to revise its problem asset reduction plan (PARP), the design of which will be to eliminate the basis of criticism of those assets criticized as “doubtful,” “substandard” or “special mention” during the OCC’s most recent report of examination as well as any subsequent examination or review by the OCC and any other internal or external loan reviews;
|
|
|
⋅
|
within 60 days of the date of the Order, the Board of Directors had to revise its written concentration management program for identifying, monitoring, and controlling risks associated with asset and liability concentrations, including off-balance sheet concentrations;
|
|
|
⋅
|
Atlantic Coast Bank’s concentration management program will include a contingency plan to reduce or mitigate concentrations deemed imprudent for Atlantic Coast Bank’s earnings, capital, or in the event of adverse market conditions, including strategies to reduce the current concentrations to Board of Directors established limits and a restriction on purchasing BOLI until such time as the BOLI exposure has been reduced below regulatory guidelines of 25.00% of total capital; and
|
|
|
⋅
|
the Board of Directors was to immediately take all necessary steps to ensure that Atlantic Coast Bank’s management corrects each violation of law, rule or regulation cited in the OCC’s most recent report of examination and within 60 days of the date of the Order, the Board of Directors had to adopt, implement, and thereafter ensure Bank adherence to specific procedures to prevent future violations and Atlantic Coast Bank’s adherence to general procedures addressing compliance management of internal controls and employee education regarding laws, rules and regulations.
|
144 | ||
|
|
|
|
|
|
|
|
Required to be Well-Capitalized
|
|
Required Capital Levels
|
|
||||||
|
|
Actual
|
|
Under Prompt Corrective Action
|
|
Under the Consent Order
|
|
||||||||||
|
|
Amount
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
|||||
|
|
(Dollars in Millions)
|
|
||||||||||||||
December 31, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk weighted assets)
|
|
$
|
77.0
|
|
|
20.47
|
%
|
$
|
37.6
|
|
10.00
|
%
|
$
|
48.9
|
|
13.00
|
%
|
Tier 1 (core) capital (to risk weighted assets)
|
|
|
72.3
|
|
|
19.22
|
%
|
|
22.6
|
|
6.00
|
%
|
|
n/a
|
|
n/a
|
|
Tier 1 (core) capital (to adjusted total assets)
|
|
|
72.3
|
|
|
9.73
|
%
|
|
37.1
|
|
5.00
|
%
|
|
66.9
|
|
9.00
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
December 31, 2012
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Total capital (to risk weighted assets)
|
|
$
|
45.6
|
|
|
9.78
|
%
|
$
|
46.6
|
|
10.00
|
%
|
$
|
60.6
|
|
13.00
|
%
|
Tier 1 (core) capital (to risk weighted assets)
|
|
|
39.7
|
|
|
8.52
|
%
|
|
28.0
|
|
6.00
|
%
|
|
n/a
|
|
n/a
|
|
Tier 1 (core) capital (to adjusted total assets)
|
|
|
39.7
|
|
|
5.13
|
%
|
|
38.7
|
|
5.00
|
%
|
|
69.6
|
|
9.00
|
%
|
145 | ||
|
|
|
2013
|
|
|
2012
|
|
|
|
|
(Dollars in Thousands)
|
|
|||
|
|
|
|
|
|
|
|
Cash and cash equivalents at subsidiary
|
|
$
|
1,311
|
|
$
|
268
|
|
Investment in subsidiary
|
|
|
64,756
|
|
|
40,417
|
|
Note receivable from ESOP
|
|
|
2,039
|
|
|
2,128
|
|
Other assets
|
|
|
70
|
|
|
223
|
|
Total assets
|
|
$
|
68,176
|
|
$
|
43,036
|
|
|
|
|
|
|
|
|
|
Accrued expenses and other liabilities
|
|
$
|
2,651
|
|
$
|
2,776
|
|
Total stockholders’ equity
|
|
|
65,525
|
|
|
40,260
|
|
Total liabilities and stockholders’ equity
|
|
$
|
68,176
|
|
$
|
43,036
|
|
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Net interest income
|
|
$
|
68
|
|
$
|
56
|
|
$
|
37
|
|
|
|
|
|
|
|
|
|
|
|
|
Noninterest income and expense:
|
|
|
|
|
|
|
|
|
|
|
Loss on sale of securities available-for-sale
|
|
|
|
|
|
|
|
|
(158)
|
|
Other-than-temporary-impairment loss
|
|
|
|
|
|
|
|
|
(186)
|
|
Other
|
|
|
454
|
|
|
454
|
|
|
454
|
|
Equity in net loss of subsidiary
|
|
|
(11,415)
|
|
|
(6,356)
|
|
|
(8,946)
|
|
Noninterest expense
|
|
|
(513)
|
|
|
(821)
|
|
|
(1,488)
|
|
Total noninterest income and expense
|
|
|
(11,474)
|
|
|
(6,723)
|
|
|
(10,324)
|
|
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(11,406)
|
|
$
|
(6,667)
|
|
$
|
(10,287)
|
|
146 | ||
|
|
2013
|
|
2012
|
|
2011
|
|
|||
|
|
(Dollars in Thousands)
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
Cash flows from operating activities:
|
|
|
|
|
|
|
|
|
|
|
Net loss
|
|
$
|
(11,406)
|
|
$
|
(6,667)
|
|
$
|
(10,287)
|
|
Adjustments to reconcile net loss to net cash from (used in) operating activities:
|
|
|
|
|
|
|
|
|
|
|
Loss on sale of securities available-for-sale
|
|
|
|
|
|
|
|
|
158
|
|
Other-than-temporary-impairment loss on securities available-for-sale
|
|
|
|
|
|
|
|
|
186
|
|
Share-based compensation expense
|
|
|
27
|
|
|
58
|
|
|
166
|
|
Amortization of premium on securities available-for-sale
|
|
|
|
|
|
|
|
|
(6)
|
|
Net change in other assets
|
|
|
84
|
|
|
(4)
|
|
|
1,279
|
|
Net change in accrued expenses and other liabilities
|
|
|
(36)
|
|
|
(193)
|
|
|
(809)
|
|
Equity in undistributed loss of subsidiary
|
|
|
11,415
|
|
|
6,356
|
|
|
8,946
|
|
Net cash from (used in) operating activities
|
|
|
84
|
|
|
(450)
|
|
|
(367)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
|
|
Proceeds from maturities and payments of securities available-for-sale
|
|
|
|
|
|
|
|
|
188
|
|
Proceeds from sale of securities available-for-sale
|
|
|
|
|
|
|
|
|
561
|
|
Expenditures on premises and equipment
|
|
|
1
|
|
|
1
|
|
|
|
|
Payment received on ESOP loan
|
|
|
89
|
|
|
86
|
|
|
90
|
|
Contribution to subsidiary
|
|
|
(44,000)
|
|
|
|
|
|
(9,350)
|
|
Net cash from (used in) investing activities
|
|
|
(43,910)
|
|
|
87
|
|
|
(8,511)
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
|
|
Repayment of other borrowings
|
|
|
|
|
|
|
|
|
(5,000)
|
|
Proceeds from sale of common stock in public offering
|
|
|
44,869
|
|
|
|
|
|
|
|
Proceeds from sale of common stock in second-step conversion and offering
|
|
|
|
|
|
|
|
|
14,428
|
|
SERP distributions
|
|
|
|
|
|
(21)
|
|
|
(55)
|
|
Shares purchased for and distributions from Rabbi Trust
|
|
|
|
|
|
14
|
|
|
(119)
|
|
Loan to ESOP
|
|
|
|
|
|
|
|
|
(684)
|
|
Repayment to subsidiary
|
|
|
|
|
|
(1,495)
|
|
|
|
|
Net cash from (used in) financing activities
|
|
|
44,869
|
|
|
(1,502)
|
|
|
8,570
|
|
|
|
|
|
|
|
|
|
|
|
|
Net increase (decrease) in cash and cash equivalents
|
|
|
1,043
|
|
|
(1,865)
|
|
|
(308)
|
|
Cash and cash equivalents, beginning of period
|
|
|
268
|
|
|
2,133
|
|
|
2,441
|
|
Cash and cash equivalents, end of period
|
|
$
|
1,311
|
|
$
|
268
|
|
$
|
2,133
|
|
147 | ||
148 | ||
149 | ||
1. | Consolidated financial statements. |
2. | Financial statement schedules. |
Exhibits
|
|
1.1
|
Underwriting Agreement 1
|
2.1
|
Agreement and Plan of Merger by and among Atlantic Coast Financial Corporation, Atlantic Coast Bank, Bond Street Holdings, Inc. and Florida Community Bank, N.A., dated February 25, 2013 2
|
2.2
|
Amendment Number 1 to the Agreement and Plan of Merger by and among Atlantic Coast Financial Corporation, Atlantic Coast Bank, Bond Street Holdings, Inc. and Florida Community Bank, N.A., dated April 22, 2013 3
|
3.1
|
Amended and Restated Articles of Incorporation of Atlantic Coast Financial Corporation 4
|
3.2
|
Bylaws of Atlantic Coast Financial Corporation 5
|
4
|
Form of Common Stock Certificate of Atlantic Coast Financial Corporation 6
|
10.1
|
Employee Stock Ownership Plan 7
|
10.2
|
Form of Employment Agreement with Thomas B. Wagers, Sr. 8
|
10.3
|
Amended and Restated 2005 Director Retirement Plan 9
|
10.4
|
Atlantic Coast Financial Corporation 2005 Stock Option Plan 10
|
10.5
|
Atlantic Coast Financial Corporation 2005 Recognition and Retention Plan 11
|
10.6
|
Split Dollar Life Insurance Agreement with Thomas B. Wagers, Sr. 12
|
10.7
|
Atlantic Coast Federal Corporation 2008 Executive Deferred Compensation Plan 13
|
10.8
|
Fourth Amended and Restated Supplemental Executive Retirement Agreement with Thomas B. Wagers, Sr. 14
|
10.9
|
Supplemental Executive Retirement Agreement with Phillip S. Buddenbohm15
|
10.10
|
Consulting Agreement with Jay S. Sidhu 16
|
10.11
|
Non-compete and Non-solicitation Agreement with Thomas B. Wagers, Sr. 17
|
10.12
|
Non-compete and Non-solicitation Agreement with Phillip S. Buddenbohm18
|
10.13
|
Atlantic Coast Federal Corporation Employee Stock Purchase Plan 19
|
10.14
|
Atlantic Coast Federal Corporation Director Stock Purchase Plan 20
|
10.15
|
Atlantic Coast Federal Corporation Amended and Restated 2005 Director Deferred Fee Plan 21
|
10.16
|
Atlantic Coast Federal Corporation Amended and Restated 2007 Director Deferred Compensation Plan for Equity 22
|
10.17
|
Atlantic Coast Bank Director Emeritus Plan 23
|
10.18
|
Atlantic Coast Bank 2005 Amended and Restated Director Retirement Plan 24
|
10.19
|
Consent Order with the Office of the Comptroller of the Currency 25
|
10.20
|
Supervisory Agreement, dated as of December 10, 2010, by and between Atlantic Coast Financial Corporation, as successor to Atlantic Coast Federal, MHC, and the Federal Reserve Board, as successor to the Office of Thrift Supervision 26
|
21
|
Subsidiaries of Registrant
|
23.1
|
Consent of McGladrey LLP
|
31.1
|
Certification of Chief Executive Officer of Atlantic Coast Financial Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
31.2
|
Certification of Chief Financial Officer of Atlantic Coast Financial Corporation pursuant to Section 302 of the Sarbanes-Oxley Act of 2002
|
150 | ||
32.
|
Certification of Chief Executive Officer and Chief Financial Officer of Atlantic Coast Financial Corporation pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
|
|
|
101.INS
|
XBRL Instance Document *
|
101.SCH
|
XBRL Taxonomy Extension Schema Document *
|
101.CAL
|
XBRL Taxonomy Calculation Linkbase Document *
|
101 DEF
|
XBRL Taxonomy Extension Definition Linkbase Document *
|
101 LAB
|
XBRL Taxonomy Label Linkbase Document *
|
101.PRE
|
XBRL Taxonomy Presentation Linkbase Document *
|
1 | Incorporated by reference to Exhibit 1.1 of Atlantic Coast Financial Corporation’s Form S-1, filed with the Securities and Exchange Commission on November 21, 2013. |
2 | Incorporated by reference to Exhibit 2.1 of Atlantic Coast Financial Corporation’s Current Report on Form 8-K, filed with the Securities and Exchange Commission on February 26, 2013. |
3 | Incorporated by reference to Exhibit 2.2 of Atlantic Coast Financial Corporation’s Form 8-K Current Report, originally filed with the Securities and Exchange Commission on April 23, 2013. |
4 | Incorporated by reference to Exhibit 3.1 of the registrant’s Registration Statement on Form S-1, and any amendments thereto, originally filed with the Securities and Exchange Commission on June 18, 2010 (Registration No. 333-167632). |
5 | Incorporated by reference to Exhibit 3.2 of the registrant’s Registration Statement on Form S-1, and any amendments thereto, originally filed with the Securities and Exchange Commission on June 18, 2010 (Registration No. 333-167632). |
6 | Incorporated by reference to Exhibit 4 of the registrant’s Registration Statement on Form S-1, and any amendments thereto, originally filed with the Securities and Exchange Commission on June 18, 2010 (Registration No. 333-167632). |
7 | Incorporated by reference to Exhibit 10.1 of the registrant’s Registration Statement on Form S-1, and any amendments thereto, originally filed with the Securities and Exchange Commission on June 18, 2010 (Registration No. 333-167632). |
8 | Incorporated by reference to Exhibit 10.25 of the registrant’s Amendment No. 3 to the Form S-1 Registration Statement, originally filed with the Securities and Exchange Commission on October 29, 2010 (Registration No. 333-167632). |
9 | Incorporated by reference to Exhibit 10.23 of the registrant’s Registration Statement on Form S-1, and any amendments thereto, originally filed with the Securities and Exchange Commission on June 18, 2010 (Registration No. 333-167632). |
10 | Incorporated by reference to Appendix C to the Definitive Proxy Statement originally filed by Atlantic Coast Federal Corporation with the Securities and Exchange Commission on April 7, 2005. |
11 | Incorporated by reference to Atlantic Coast Federal Corporation’s Form 8-K Current Report, originally filed with the Securities and Exchange Commission on November 9, 2006. |
12 | Incorporated by reference to Exhibit 10.4 to Atlantic Coast Federal Corporation’s Form 8-K Current Report, originally filed with the Securities and Exchange Commission on January 7, 2010. |
13 | Incorporated by reference to Atlantic Coast Federal Corporation’s Form 8-K Current Report originally filed with the Securities and Exchange Commission on February 12, 2008. |
14 | Incorporated by reference to Exhibit 10.12 of Atlantic Coast Financial Corporation’s Form 10-K Annual Report originally filed with the Securities and Exchange Commission on March 28, 2012. |
15 | Incorporated by reference to Exhibit 10.9 of Atlantic Coast Financial Corporation’s Form 10-K Annual Report originally filed with the Securities and Exchange Commission on April 1, 2013. |
16 | Incorporated by reference to Exhibit 10.1 of the registrant’s Form 8-K current Report, originally filed with the Securities and Exchange Commission on May 18, 2011. |
17 | Incorporated by reference to Exhibit 10.9 of Atlantic Coast Federal Corporation’s Form 8-K current Report originally filed with the Securities and Exchange Commission on May 14, 2010. |
18 | Incorporated by reference to Exhibit 10.12 of Atlantic Coast Financial Corporation’s Form 10-K Annual Report originally filed with the Securities and Exchange Commission on April 1, 2013. |
19 | Incorporated by reference to Appendix A to the Definitive Proxy Statement originally filed by Atlantic Coast Federal Corporation with the Securities and Exchange Commission on April 7, 2010. |
20 | Incorporated by reference to Appendix B to the Definitive Proxy Statement originally filed by Atlantic Coast Federal Corporation with the Securities and Exchange Commission on April 7, 2010. |
21 | Incorporated by reference to Exhibit 10.6 of Atlantic Coast Federal Corporation’s Form 10-K Annual Report originally filed with the Securities and Exchange Commission on March 31, 2009. |
22 | Incorporated by reference to Exhibit 10.15 of Atlantic Coast Federal Corporation’s Form 10-K Annual Report originally filed with the Securities and Exchange Commission on March 31, 2009. |
23 | Incorporated by reference to Exhibit 10.14 of Atlantic Coast Federal Corporation’s Form 10-K Annual Report originally filed with the Securities and Exchange Commission on March 31, 2009. |
24 | Incorporated by reference to Exhibit 10.23 of the registrant’s Registration Statement on Form S-1, and any amendments thereto, originally filed with the Securities and Exchange Commission on June 18, 2010 (Registration No. 333-167632). |
25 | Incorporated by reference to Exhibit 10.1 of Atlantic Coast Financial Corporation’s Form 8-K Current Report, originally filed with the Securities and Exchange Commission on August 14, 2012. |
26 | Incorporated by reference to Exhibit 10.2 of Atlantic Coast Federal Corporation’s Form 8-K originally filed with the Securities and Exchange Commission on December 16, 2010. |
* | These documents formatted in XBRL (Extensible Business Reporting Language) have been attached as Exhibit 101 to this report. |
151 | ||
|
ATLANTIC COAST FINANCIAL CORPORATION
|
|
|
|
|
Date: March 14, 2014
|
By:
|
/s/ John K. Stephens, Jr.
|
|
|
|
|
|
John K. Stephens, Jr.
|
|
|
President and Chief Executive Officer
|
|
|
(Principal Executive Officer)
|
By:
|
/s/ John K. Stephens, Jr.
|
|
By:
|
/s/ James D. Hogan
|
|
John K. Stephens, Jr.
|
|
|
James D. Hogan
|
|
President and Chief Executive Officer
|
|
|
Executive Vice President and
|
|
(Principal Executive Officer)
|
|
|
Chief Financial Officer
|
|
Director
|
|
|
(Principal Financial and Accounting Officer)
|
|
|
|
|
Director
|
|
Date: March 14, 2014
|
|
|
Date: March 14, 2014
|
|
|
|
|
|
By:
|
/s/ Dave Bhasin
|
|
By:
|
/s/ Kevin G. Champagne
|
|
Dave Bhasin
|
|
|
Kevin G. Champagne
|
|
Director
|
|
|
Director
|
|
Date: March 14, 2014
|
|
|
Date: March 14, 2014
|
|
|
|
|
|
By:
|
/s/ Bhanu Choudhrie
|
|
By:
|
/s/ John J. Dolan
|
|
Bhanu Choudhrie
|
|
|
John J. Dolan
|
|
Director
|
|
|
Director
|
|
Date: March 14, 2014
|
|
|
Date: March 14, 2014
|
|
|
|
|
|
By:
|
/s/ W. Eric Palmer
|
|
By:
|
/s/ Jay S. Sidhu
|
|
W. Eric Palmer
|
|
|
Jay S. Sidhu
|
|
Director
|
|
|
Director
|
|
Date: March 14, 2014
|
|
|
Date: March 14, 2014
|
|
|
|
|
|
By:
|
/s/ H. Dennis Woods
|
|
|
|
|
H. Dennis Woods
|
|
|
|
|
Director
|
|
|
|
|
Date: March 14, 2014
|
|
|
|
152 | ||