UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K
(Mark One)
| x | ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the fiscal year ended December 31, 2013
OR
| ¨ | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission File Number: 1-34534
ATHENS BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
| Tennessee | 27-0920126 | |
| (State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) |
| 106 Washington Avenue, Athens, Tennessee | 37303 | |
| (Address of principal executive offices) | (Zip Code) |
Registrant’s telephone number, including area code: (423) 745-1111
Securities registered pursuant to Section 12(b) of the Act:
| Title of each class |
Name of each exchange on which registered | |
| Common Stock, par value $0.01 per share | Nasdaq Stock Market, LLC |
Securities registered pursuant to Section 12(g) of the Act: None
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yes ¨ No x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yes ¨ No x
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes x No ¨
Indicate by check mark whether the registrant has submitted electronically and posted on its corporate Web site, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post such files). Yes x No ¨
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of the registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a small reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.
| Large accelerated filer | ¨ | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ | Smaller reporting company | x | |||
Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of the Exchange Act). Yes ¨ No x
The aggregate market value of the voting and non-voting common equity held by non-affiliates was $31.4 million based upon the closing price of $18.00 per share as quoted on the Nasdaq Stock Market as of the last business day of the registrant’s most recently completed second fiscal quarter.
The number of shares outstanding of the registrant’s common stock as of March 10, 2014 was 1,850,590.
DOCUMENTS INCORPORATED BY REFERENCE
Portions of the Proxy Statement for the 2014 Annual Meeting of Stockholders are incorporated by reference
in Part III of this Form 10-K.
| Page | ||||||
| Part I | ||||||
| Item 1. | 1 | |||||
| Item 1A. | 17 | |||||
| Item 1B. | 21 | |||||
| Item 2. | 22 | |||||
| Item 3. | 23 | |||||
| Item 4. | 23 | |||||
| Part II | ||||||
| Item 5. | 23 | |||||
| Item 6. | 25 | |||||
| Item 7. | Management’s Discussion and Analysis of Financial Condition and Results of Operation |
27 | ||||
| Item 7A. | 47 | |||||
| Item 8. | 47 | |||||
| Item 9. | Changes in and Disagreements With Accountants on Accounting and Financial Disclosure |
47 | ||||
| Item 9A. | 48 | |||||
| Item 9B. | 48 | |||||
| Part III | ||||||
| Item 10. | 49 | |||||
| Item 11. | 49 | |||||
| Item 12. | Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters |
50 | ||||
| Item 13. | Certain Relationships and Related Transactions, and Director Independence |
50 | ||||
| Item 14. | 50 | |||||
| Part IV | ||||||
| Item 15. | 51 | |||||
This annual report contains forward-looking statements that are based on assumptions and may describe future plans, strategies and expectations of Athens Bancshares Corporation. These forward-looking statements are generally identified by use of the words “believe,” “expect,” “intend,” “anticipate,” “estimate,” “project” or similar expressions. Athens Bancshares Corporation’s ability to predict results or the actual effect of future plans or strategies is inherently uncertain. Factors which could have a material adverse effect on the operations of Athens Bancshares Corporation and its subsidiary include, but are not limited to, changes in interest rates, national and regional economic conditions, legislative and regulatory changes, monetary and fiscal policies of the U.S. government, including policies of the U.S. Treasury and the Federal Reserve Board, the quality and composition of the loan or investment portfolios, demand for loan products, deposit flows, competition, demand for financial services in Athens Bancshares Corporation’s market area, changes in real estate market values in Athens Bancshares Corporation’s market area, changes in relevant accounting principles and guidelines and inability of third party service providers to perform. Additional factors that may affect our results are discussed under Item 1A—Risk Factors of this annual report.
These risks and uncertainties should be considered in evaluating forward-looking statements and undue reliance should not be placed on such statements. Except as required by applicable law or regulation, Athens Bancshares Corporation does not undertake, and specifically disclaims any obligation, to release publicly the result of any revisions that may be made to any forward-looking statements to reflect events or circumstances after the date of the statements or to reflect the occurrence of anticipated or unanticipated events.
Unless the context indicates otherwise, all references in this annual report to “Company,” “we,” “us” and “our” refer to Athens Bancshares Corporation and its subsidiary.
| Item 1. | BUSINESS |
General
Athens Bancshares Corporation (the “Company”) was incorporated in September 2009 to serve as the holding company for Athens Federal Community Bank (the “Bank”), a federally chartered savings bank. On January 6, 2010, the Bank converted from a mutual savings bank to a stock savings bank and became the wholly owned subsidiary of the Company. In the conversion, the Company sold an aggregate of 2,677,250 shares of common stock at a price of $10.00 per share to depositors of the Bank. In addition, in connection with the conversion, the Bank formed the Athens Federal Foundation, to which the Company contributed an additional 100,000 shares of common stock and $100,000 in cash.
The Company’s principal business activity is the ownership of the outstanding shares of common stock of the Bank. The Company does not own or lease any property for operations but instead uses the premises, equipment and other property of the Bank, with the payment of appropriate rental fees, as required by applicable laws and regulations, under the terms of an expense allocation agreement.
The Bank operates as a community-oriented financial institution offering traditional financial services to consumers and businesses in our primary market area. We attract deposits from the general public and use those funds to originate primarily residential mortgage loans and, to a lesser extent, non-residential real estate loans, construction loans, land and land development loans, multi-family real estate loans, consumer loans and commercial business loans. We primarily conduct our lending and deposit activities primarily with individuals and small businesses in our primary market area.
Our website address is www.athensfederal.com. Information on our website should not be considered a part of this annual report.
Market Area
We are headquartered in Athens, Tennessee, which is located in southeastern Tennessee along Interstate 75, approximately half way between Knoxville and Chattanooga, Tennessee. We consider McMinn, Monroe and Bradley Counties, Tennessee, and the surrounding areas to be our primary market area. The top employment sectors
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in our primary market area currently consist of manufacturing services, particularly the automobile manufacturing industry, and, to a lesser extent, wholesale and retail trade services, government services and educational, health care and social assistance services. Our local economy has been negatively impacted by the economic recession in recent periods.
Competition
We face significant competition for the attraction of deposits and origination of loans. Our most direct competition for deposits has historically come from the several financial institutions operating in our primary market area and from other financial service companies such as securities brokerage firms, credit unions and insurance companies. We also face competition for investors’ funds from money market funds, mutual funds and other corporate and government securities.
Our competition for loans comes primarily from financial institutions, including credit unions, in our primary market area and from other financial service providers, such as mortgage companies and mortgage brokers. Competition for loans also comes from non-depository financial service companies entering the mortgage market, such as insurance companies, securities companies and specialty finance companies.
We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Competition for deposits and the origination of loans could limit our growth in the future.
Lending Activities
The largest segment of our loan portfolio is real estate mortgage loans, primarily one- to four-family residential mortgage loans. To a lesser extent, our loan portfolio includes non-residential real estate loans, construction loans, land and land development loans, multi-family real estate loans, consumer loans and commercial business loans. We originate loans for investment purposes, although we generally sell our fixed-rate residential mortgage loans into the secondary market with servicing retained. Our lending activities focus on serving small businesses and emphasizing relationship banking in our primary market area. We do not offer, and have not offered, Alt-A, sub-prime or no-documentation mortgage loans.
One-to Four-Family Residential Loans. At December 31, 2013, we had $88.4 million in one- to four-family residential loans, which represented 38.2% of our total loan portfolio. Our origination of residential mortgage loans enables borrowers to purchase or refinance existing homes located in our primary market area. In recent years, a significant portion of the residential mortgage loans that we have originated have been secured by non-owner occupied properties. Loans secured by non-owner occupied properties generally carry a greater risk of loss than loans secured by owner-occupied properties. See “Item 1A. Risk Factors—Our concentration in non-owner occupied real estate loans may expose us to increased credit risk.”
Our residential lending policies and procedures generally conform to the secondary market guidelines. We generally offer a mix of adjustable rate mortgage loans and fixed-rate mortgage loans with terms of up to 30 years. Borrower demand for adjustable-rate loans compared to fixed-rate loans is a function of the level of interest rates, the expectations of changes in the level of interest rates, and the difference between the interest rates and loan fees offered for fixed-rate mortgage loans as compared to an initially discounted interest rate and loan fees for multi-year adjustable-rate mortgages. The relative amount of fixed-rate mortgage loans and adjustable-rate mortgage loans that can be originated at any time is largely determined by the demand for each in a competitive environment. We determine the loan fees, interest rates and other provisions of mortgage loans based on our own pricing criteria and competitive market conditions.
Interest rates and payments on our adjustable-rate mortgage loans generally adjust annually after an initial fixed period that typically ranges from one to five years. Interest rates and payments on our adjustable-rate loans generally are indexed to the Federal Cost of Funds or the one year U.S. Treasury Constant Maturity Index.
While one-to four-family residential real estate loans are normally originated with up to 30-year terms, such loans typically remain outstanding for substantially shorter periods because borrowers often prepay their loans in full either upon sale of the property pledged as security or upon refinancing the original loan. Therefore, average
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loan maturity is a function of, among other factors, the level of purchase and sale activity in the real estate market, prevailing interest rates and the interest rates payable on outstanding loans on a regular basis. We do not offer residential mortgage loans with negative amortization and generally do not offer interest-only residential mortgage loans.
We generally do not make owner occupied one- to four-family residential real estate loans with loan-to-value ratios exceeding 95%. Loans with loan-to-value ratios in excess of 89% typically require private mortgage insurance. In addition, we generally do not make non-owner occupied one- to four-family residential real estate loans with loan-to-value ratios exceeding 85%. We generally require all properties securing mortgage loans to be appraised by a board-approved independent appraiser. We also generally require title insurance on all first mortgage loans. Borrowers must obtain hazard insurance, and flood insurance is required for all loans located in flood hazard areas.
Non-residential Real Estate Loans. We offer fixed- and adjustable-rate mortgage loans secured by non-residential real estate. At December 31, 2013, non-residential real estate loans totaled $65.4 million, or 28.3% of our total loan portfolio. Our non-residential real estate loans are generally secured by small to moderately-sized office and retail properties, churches, assisted living facilities, and hotels located both in and out of our primary market area. With respect to non-residential real estate loans, we typically require that either the borrower or the property securing the loan be located in our primary market area.
We originate fixed-rate non-residential real estate loans, generally with terms of three to five years and payments based on an amortization schedule of up to 30 years, resulting in “balloon” balances at maturity. We also offer adjustable-rate commercial real estate loans, generally with terms up to 30 years and with interest rates typically equal to the prime lending rate as reported in the Wall Street Journal plus an applicable margin. Loans are secured by first mortgages, generally are originated with a maximum loan-to-value ratio of 85% and may require specified debt service coverage ratios depending on the characteristics of the project. Rates and other terms on such loans generally depend on our assessment of credit risk after considering such factors as the borrower’s financial condition and credit history, loan-to-value ratio, debt service coverage ratio and other factors. Our non-residential real estate loans typically provide for an interest rate floor of 5.0%.
Construction Loans. We originate construction loans for one-to four-family homes and commercial properties, such as assisted living facilities, retail shops and office units, and multi-family properties. At December 31, 2013, the outstanding balance of residential and non-residential construction loans totaled $20.2 million, which represented 8.7% of our total loan portfolio. Construction loans are typically for a term of 12 months with monthly interest only payments, and generally are followed by an automatic conversion to a 15-year to 30-year permanent loan with monthly payments of principal and interest. Except for speculative loans, discussed below, residential construction loans are generally only made to homeowners and the repayment of such loans generally comes from the proceeds of a permanent mortgage loan for which a commitment is typically in place when the construction loan is originated. Interest rates on these loans are generally tied to either the Federal Cost of Funds or the One Year U.S. Treasury Constant Maturity Index. We generally require a maximum loan-to-value ratio of 80% for all construction loans. We generally disburse funds on a percentage-of-completion basis following an inspection by a third party inspector.
We also originate speculative construction loans to builders who have not identified a buyer for the completed property at the time of origination. We generally limit speculative construction loans to a group of well-established builders in our primary market area and we also limit the number of projects with each builder. At December 31, 2013, we had approved commitments for speculative construction loans of $3.9 million, of which $3.3 million was outstanding. We generally require a maximum loan-to-value ratio of 80% for speculative construction loans.
Land and Land Development Loans. We originate loans to individuals and developers for the purpose of developing vacant land in our primary market area, typically for building an individual’s future residence or, in the case of a developer, residential subdivisions. At December 31, 2013, land and land development loans totaled $10.5 million, which represented 4.6% of our total loan portfolio. Land development loans, which are offered for terms of up to 12 months, are generally indexed to the prime rate as reported in the Wall Street Journal plus an applicable margin. We generally require a maximum loan-to-value ratio of 75% of the discounted market value based upon expected cash flows upon completion of the project. We also originate loans to individuals secured by undeveloped land held for investment purposes.
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Multi-Family Real Estate Loans. We offer multi-family (5 or more units) mortgage loans that are generally secured by properties in our primary market area. At December 31, 2013, multi-family loans totaled $9.1 million, which represented 3.9% of our total loan portfolio. Multi-family loans are secured by first mortgages and generally are originated with a maximum loan-to-value ratio of 85% and generally require specified debt service coverage ratios depending on the characteristics of the project. Rates and other terms on such loans generally depend on our assessment of the credit risk after considering such factors as the borrower’s financial condition and credit history, loan-to-value ratio, debt service coverage ratio and other factors.
Consumer Loans. We offer a variety of consumer loans, including home equity loans and lines of credit, automobile loans, and loans secured by deposits. At December 31, 2013, consumer loans totaled $24.7 million, or 10.7% of our total loan portfolio. Our consumer loan portfolio consists primarily of home equity loans, with terms up to 15 years and adjustable rate lines of credit with interest rates indexed to the prime rate as published in the Wall Street Journal. Consumer loans typically have shorter maturities and higher interest rates than traditional one- to four-family lending. We typically do not originate home equity loans with loan-to-value ratios exceeding 89%, including any first mortgage loan balance. The procedures for underwriting consumer loans include an assessment of the applicant’s payment history on other debts and ability to meet existing obligations and payments on the proposed loan.
Through the Bank’s operating subsidiary, Southland Finance, Inc., the Bank also offers consumer finance loans secured by used automobiles, televisions and various other personal property to borrowers with historically lower credit scores. These loans are generally originated for terms of 12 to 36 months and are partially funded by a $1.0 million line of credit with the Bank. At December 31, 2013, there was no outstanding balance on that line of credit. We generally maintain separate underwriting standards and more aggressive collection activity for these consumer finance loans.
Commercial Business Loans. We typically offer commercial business loans to small businesses located in our primary market area. At December 31, 2013, commercial business loans totaled $13.1 million, which represented 5.6% of our total loan portfolio. Commercial business loans consist of floating rate loans indexed to the prime rate as published in the Wall Street Journal plus an applicable margin and fixed rate loans for terms of up to five years. Our commercial business loan portfolio consists primarily of loans that are secured by land or equipment but also includes a smaller amount of unsecured loans for purposes of financing expansion or providing working capital for general business purposes. Key loan terms vary depending on the collateral, the borrower’s financial condition, credit history and other relevant factors.
Loan Underwriting
Adjustable-Rate Loans. While we anticipate that adjustable-rate loans will better offset the adverse effects of an increase in interest rates as compared to fixed-rate mortgages, an increased monthly mortgage payment required of adjustable-rate loan borrowers in a rising interest rate environment could cause an increase in delinquencies and defaults. The marketability of the underlying property also may be adversely affected in a high interest rate environment. In addition, although adjustable-rate mortgage loans make our asset base more responsive to changes in interest rates, the extent of this interest sensitivity is limited by the annual and lifetime interest rate adjustment limits.
Non-Owner Occupied Residential Real Estate Loans. Loans secured by rental properties represent a unique credit risk to us and, as a result, we adhere to special underwriting guidelines. Of primary concern in non-owner occupied real estate lending is the consistency of rental income of the property. Payments on loans secured by rental properties often depend on the maintenance of the property and the payment of rent by its tenants. Payments on loans secured by rental properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject to adverse conditions in the real estate market or the economy. To monitor cash flows on rental properties, we require borrowers and loan guarantors, if any, to provide annual financial statements and we consider and review a rental income cash flow analysis of the borrower and consider the net operating income of the property, the borrower’s expertise, credit history and profitability, and the value of the underlying property. We generally require collateral on these loans to be a first mortgage along with an assignment of rents and leases.
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Non-residential and Multi-Family Real Estate Loans. Loans secured by multi-family and commercial real estate generally have larger balances and involve a greater degree of risk than one- to four-family residential mortgage loans. Of primary concern in multi-family and commercial real estate lending is the borrower’s creditworthiness and the feasibility and cash flow potential of the project. Payments on loans secured by income properties often depend on successful operation and management of the properties. As a result, repayment of such loans may be subject to adverse conditions in the real estate market or the economy. We apply what we believe to be conservative underwriting standards when originating commercial loans and seek to limit our exposure to lending concentrations to related borrowers, types of business and geographies, as well as seeking to participate with other banks in both buying and selling larger loans of this nature. Management continues to hire experienced lending officers and credit management personnel in order to safely increase this type of lending. To monitor cash flows on income properties, we require borrowers and loan guarantors, if any, to provide annual financial statements on multi-family and commercial real estate loans. In reaching a decision on whether to make a multi-family or commercial real estate loan, we consider and review a global cash flow analysis of the borrower and consider the net operating income of the property, the borrower’s expertise, credit history and profitability, and the value of the underlying property. An environmental survey or environmental risk insurance is typically obtained when the possibility exists that hazardous materials may have existed on the site, or the site may have been impacted by adjoining properties that handled hazardous materials.
Construction, Land and Land Development Loans. Construction financing is generally considered to involve a higher degree of risk of loss than long-term financing on improved, occupied real estate. Risk of loss on a construction loan depends largely upon the accuracy of the initial estimate of the property’s value at completion of construction and the estimated cost of construction. During the construction phase, a number of factors could result in delays and cost overruns. If the estimate of construction costs proves to be inaccurate, we may be required to advance funds beyond the amount originally committed to permit completion of the building. If the estimate of value proves to be inaccurate, we may be confronted, at or before the maturity of the loan, with a building having a value which is insufficient to assure full repayment if liquidation is required. If we are forced to foreclose on a building before or at completion due to a default, we may be unable to recover all of the unpaid balance of, and accrued interest on, the loan as well as related foreclosure and holding costs. In addition, speculative construction loans, which are loans made to home builders who, at the time of loan origination, have not yet secured an end buyer for the home under construction, typically carry higher risks than those associated with traditional construction loans. These increased risks arise because of the risk that there will be inadequate demand to ensure the sale of the property within an acceptable time. As a result, in addition to the risks associated with traditional construction loans, speculative construction loans carry the added risk that the builder will have to pay the property taxes and other carrying costs of the property until an end buyer is found. Land and land development loans have substantially similar risks to speculative construction loans. To monitor cash flows on construction properties, we require borrowers and loan guarantors, if any, to provide annual financial statements and, in reaching a decision on whether to make a construction or land development loan, we consider and review a global cash flow analysis of the borrower and consider the borrower’s expertise, credit history and profitability. We also generally disburse funds on a percentage-of-completion basis following an inspection by a third party inspector.
Consumer Loans. Consumer loans may entail greater risk than do residential mortgage loans, particularly in the case of consumer loans that are secured by assets that depreciate rapidly, such as motor vehicles. In such cases, repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment for the outstanding loan and a small remaining deficiency often does not warrant further substantial collection efforts against the borrower. In the case of home equity loans, real estate values may be reduced to a level that is insufficient to cover the outstanding loan balance after accounting for the first mortgage loan balance. Consumer loan collections depend on the borrower’s continuing financial stability, and therefore are likely to be adversely affected by various factors, including job loss, divorce, illness or personal bankruptcy. Furthermore, the application of various federal and state laws, including federal and state bankruptcy and insolvency laws, may limit the amount that can be recovered on such loans.
Commercial Business Loans. Unlike residential mortgage loans, which generally are made on the basis of the borrower’s ability to make repayment from his or her employment income or other income, and which are secured by real property whose value tends to be more easily ascertainable, commercial business loans are of higher risk and typically are made on the basis of the borrower’s ability to make repayment from the cash flow of the borrower’s business. As a result, the availability of funds for the repayment of commercial business loans may depend substantially on the success of the business itself. Further, any collateral securing such loans may depreciate over time, may be difficult to appraise and may fluctuate in value.
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Loan Approval Procedures and Authority. Our lending activities follow written, non-discriminatory underwriting standards and loan origination procedures established by our board of directors and management. Certain of our employees have been granted individual lending limits, which vary depending on the individual, the type of loan and whether the loan is secured or unsecured. Generally, all loan requests exceeding the individual officer lending limits are approved as follows: (i) the approval of any two members of our Loan Committee is required for residential loans up to $250,000; (ii) the approval of any three members of our Loan Committee (one of whom must be the President and Chief Executive Officer or Chief Credit Officer) is required for any single transaction of between $250,000 and $1.0 million and aggregate debt to one borrower transactions of between $250,000 and $1.0 million; and (iii) the approval of any four members of our board of directors is required for all single transactions exceeding $1.0 million and all loans to customers having aggregate outstanding debt to us exceeding $1.0 million. Our Loan Committee consists of our President and Chief Executive Officer, Chief Credit Officer, Vice President, Chief Operating Officer and Chief Financial Officer and certain other officers designated by the board of directors.
Loans to One Borrower. The maximum amount that we may lend to one borrower and the borrower’s related entities is limited, by regulation, to generally 15% of our unimpaired capital and surplus. At December 31, 2013, our regulatory limit on loans to one borrower was $5.5 million. At December 31, 2013, our largest lending relationship was $6.5 million and was performing according to its original terms at that date. When this loan was originated on June 13, 2013, our regulatory limit on loans to one borrower was $6.6 million.
Loan Commitments. We issue commitments for residential and commercial mortgage loans conditioned upon the occurrence of certain events. Commitments to originate mortgage loans are legally binding agreements to lend to our customers. Generally, our loan commitments expire after 30 days. See note 16 to the notes to the consolidated financial statements beginning on page F-1 of this annual report.
Investment Activities
We have legal authority to invest in various types of liquid assets, including U.S. Treasury obligations, securities of various government-sponsored agencies and of state and municipal governments, mortgage-backed securities and certificates of deposit of federally insured institutions. Within certain regulatory limits, we also may invest a portion of our assets in other permissible securities. As a member of the Federal Home Loan Bank of Cincinnati, we also are required to maintain an investment in Federal Home Loan Bank of Cincinnati stock.
At December 31, 2013, our investment portfolio consisted primarily of U.S. government and agency securities, mortgage-backed securities and securities issued by government sponsored enterprises, and municipal securities. We do not currently invest in trading account securities. At December 31, 2013, we also maintained certain investments, at cost, which are described further in Note 4 of the notes to the consolidated financial statements beginning on page F-1 of this annual report.
Our investment objectives are: (i) to provide and maintain liquidity within the guidelines of the Office of the Comptroller of the Currency’s regulations; (ii) to manage interest rate risk; and (iii) to provide collateral for public unit deposits. Our board of directors has the overall responsibility for the investment portfolio, including approval of the investment policy. Our President and Chief Executive Officer and our Vice President, Chief Operating Officer and Chief Financial Officer are responsible for implementation of the investment policy and monitoring our investment performance. In addition, we have retained a third party registered investment advisor to serve as our investment manager and execute investment transactions, perform pre-purchase analysis and provide portfolio analysis on a quarterly basis. Our investment manager acts in a co-advisory capacity and does not have discretionary authority to execute trades on our behalf without the pre-approval of our President and Chief Executive Officer and/or Vice President, Chief Operating Officer and Chief Financial Officer. Our board of directors reviews the status of our investment portfolio on a monthly basis, or more frequently if warranted.
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Deposit Activities and Other Sources of Funds
Deposits, borrowings and loan repayments are the major sources of our funds for lending and other investment purposes. Scheduled loan repayments are a relatively stable source of funds, while deposit inflows and outflows and loan prepayments are significantly influenced by general interest rates and money market conditions.
Deposit Accounts. Deposits are attracted from within our primary market area through the offering of a broad selection of deposit instruments, including non-interest-bearing demand deposits (such as checking accounts), interest-bearing demand accounts (such as NOW and money market accounts), regular savings accounts and certificates of deposit. Deposit account terms vary according to the minimum balance required, the time periods the funds must remain on deposit and the interest rate, among other factors. In determining the terms of our deposit accounts, we consider the rates offered by our competition, our liquidity needs, profitability to us, matching deposit and loan products and customer preferences and concerns. We generally review our deposit mix and pricing weekly. Our deposit pricing strategy has typically been to offer competitive rates on all types of deposit products, and to periodically offer special rates in order to attract deposits of a specific type or term.
Borrowings. We use advances from the Federal Home Loan Bank of Cincinnati to supplement our investable funds. The Federal Home Loan Bank functions as a central reserve bank providing credit for member financial institutions. As a member, we are required to own capital stock in the Federal Home Loan Bank of Cincinnati and are authorized to apply for advances on the security of such stock and certain of our mortgage loans and other assets (principally securities which are obligations of, or guaranteed by, the United States), provided certain standards related to creditworthiness have been met. Advances are made under several different programs, each having its own interest rate and range of maturities. Depending on the program, limitations on the amount of advances are based either on a fixed percentage of an institution’s net worth, the Federal Home Loan Bank’s assessment of the institution’s creditworthiness, collateral value and level of Federal Home Loan Bank stock ownership. We also utilize securities sold under agreements to repurchase and overnight repurchase agreements to supplement our supply of investable funds and to meet deposit withdrawal requirements.
Personnel
At December 31, 2013, we had 91 full-time employees and 18 flex-time employees, none of whom is represented by a collective bargaining unit. We believe our relationship with our employees is good.
REGULATION AND SUPERVISION
General
The Bank is examined and supervised by the Office of the Comptroller of the Currency (“OCC”), while the Company is examined and supervised by the Federal Reserve Board. This regulation and supervision establishes a comprehensive framework of activities in which an institution may engage and is intended primarily for the protection of the FDIC’s deposit insurance fund and depositors. Under this system of federal regulation, financial institutions are periodically examined to ensure that they satisfy applicable standards with respect to their capital adequacy, assets, management, earnings, liquidity and sensitivity to market interest rates. The Bank is also a member of and owns stock in the Federal Home Loan Bank of Cincinnati, which is one of the twelve regional banks in the Federal Home Loan Bank System. The Bank also is regulated, to a lesser extent, by the FDIC with respect to insurance of deposit accounts and the Board of Governors of the Federal Reserve System, with respect to reserves to be maintained against deposits and other matters. The Bank’s relationship with its depositors and borrowers also is regulated to a great extent by both federal and state laws, especially in matters concerning the ownership of deposit accounts and the form and content of the Bank’s mortgage documents.
Any change in these laws or regulations, whether by the FDIC, the OCC, the Federal Reserve Board or Congress, could have a material adverse impact on the Bank, the Company, and their operations.
The Dodd-Frank Wall Street Reform and Consumer Protection Act of 2010 (the “Dodd-Frank Act”) made extensive changes in the regulation of federal savings banks such as the Bank. Under the Dodd-Frank Act, the Company’s former regulator, the Office of Thrift Supervision (“OTS”) was eliminated. Responsibility for the supervision and regulation of federal savings banks was transferred to the OCC, which is an agency that is
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responsible for the regulation and supervision of national banks. The OCC assumed responsibility for implementing and enforcing many of the laws and regulations applicable to federal savings banks. The transfer of regulatory functions became effective on July 21, 2011. At the same time, responsibility for the regulation and supervision of savings and loan holding companies, such as the Company was transferred to the Federal Reserve Board, which supervises bank holding companies.
Additionally, the Dodd-Frank Act created a new Consumer Financial Protection Bureau as an independent bureau of the Federal Reserve Board. The Consumer Financial Protection Bureau assumes responsibility for the implementation of the federal financial consumer protection and fair lending laws and regulations, a function previously assigned to prudential regulators, and has authority to impose new requirements. However, institutions of less than $10 billion in assets, such as the Bank, will continue to be examined for compliance with consumer protection and fair lending laws and regulations by, and be subject to the primary enforcement authority of, their prudential regulator rather than the Consumer Financial Protection Bureau.
In addition to eliminating the OTS and creating the Consumer Financial Protection Bureau, the Dodd-Frank Act, among other things, directs changes in the way that institutions are assessed for deposit insurance, mandates the imposition of consolidated capital requirements on savings and loan holding companies, requires originators of securitized loans to retain a percentage of the risk for the transferred loans, regulatory rate-setting for certain debit card interchange fees, repeals restrictions on the payment of interest on commercial demand deposits and contains a number of reforms related to mortgage originations. Many of the provisions of the Dodd-Frank Act are subject to delayed effective dates and/or require the issuance of implementing regulations. Their impact on operations cannot yet be fully assessed. However, there is a significant possibility that the Dodd-Frank Act will, at a minimum, result in increased regulatory burden, compliance costs and interest expense for the Company.
Certain of the regulatory requirements that are or will be applicable to the Bank and the Company are described below. This description of statutes and regulations is not intended to be a complete explanation of such statutes and regulations and their effect on the Bank and the Company and is qualified in its entirety by reference to the actual statutes and regulations.
Holding Company Regulation
General. The Company is a unitary savings and loan holding company within the meaning of the Home Owners’ Loan Act. The Company is a registered savings and loan holding company with the Federal Reserve Board and is subject to Federal Reserve Board regulations, examinations, supervision and reporting requirements. In addition, the Federal Reserve Board has enforcement authority over the Company, and its subsidiaries. Among other things, this authority permits the Federal Reserve Board to restrict or prohibit activities that are determined to be a serious risk to the subsidiary savings institution.
The Dodd-Frank Act transferred to the Federal Reserve Board from the OTS the responsibility for regulating, and supervising savings and loan holding companies, effective July 21, 2011.
Permitted Activities. Pursuant to Section 10(o) of the Home Owners’ Loan Act and Federal Reserve Board regulations and policy, a federally chartered holding company such as the Company may engage in the following activities:
| (i) | investing in the stock of a savings institution; |
| (ii) | acquiring a mutual savings bank through the merger of such savings institution into a savings institution subsidiary of such holding company or an interim savings bank subsidiary of such holding company; |
| (iii) | merging with or acquiring another holding company, one of whose subsidiaries is a savings institution; |
| (iv) | investing in a corporation, the capital stock of which is available for purchase by a savings institution under federal law or under the law of any state where the subsidiary savings institution or savings institutions share their home offices; |
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| (v) | furnishing or performing management services for a savings institution subsidiary of such company; |
| (vi) | holding, managing or liquidating assets owned or acquired from a savings subsidiary of such company; |
| (vii) | holding or managing properties used or occupied by a savings institution subsidiary of such company; |
| (viii) | acting as trustee under deeds of trust; |
| (ix) | any other activity (A) that the Federal Reserve Board, by regulation, has determined to be permissible for bank holding companies under Section 4(c) of the Bank Holding Company Act of 1956, unless the Federal Reserve Board, by regulation, prohibits or limits any such activity for savings and loan holding companies; or (B) in which multiple savings and loan holding companies were authorized (by regulation) to directly engage on March 5, 1987; |
| (x) | any activity permissible for financial holding companies (if such status is elected by the Company) under Section 4(k) of the Bank Holding Company Act, including securities and insurance underwriting; and |
| (xi) | purchasing, holding, or disposing of stock acquired in connection with a qualified stock issuance if the purchase of such stock by such savings and loan holding company is approved by the Federal Reserve Board. If a mutual holding company acquires or merges with another holding company, the holding company acquired or the holding company resulting from such merger or acquisition may only invest in assets and engage in activities listed in (i) through (xi) above, and has a period of two years to cease any nonconforming activities and divest of any nonconforming investments. |
The Home Owners’ Loan Act prohibits a savings and loan holding company, including the Company, directly or indirectly, or through one or more subsidiaries, from acquiring more than 5% of another savings institution or holding company thereof, without prior written approval of the Federal Reserve Board. It also prohibits the acquisition or retention of, with certain exceptions, more than 5% of a non-subsidiary company engaged in activities other than those permitted by the Home Owners’ Loan Act; or acquiring or retaining control of an institution that is not federally insured. In evaluating applications by holding companies to acquire savings institutions, the Federal Reserve Board must consider the financial and managerial resources, future prospects of the company and institution involved, the effect of the acquisition on the risk to the insurance fund, the convenience and needs of the community and competitive factors.
The Federal Reserve Board is prohibited from approving any acquisition that would result in a multiple savings and loan holding company controlling savings institutions in more than one state, subject to two exceptions: (i) the approval of interstate supervisory acquisitions by savings and loan holding companies, and (ii) the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisitions.
The States vary in the extent to which they permit interstate savings and loan holding company acquisitions.
Capital. Historically, savings and loan holding companies have not been subject to regulatory capital requirements. The Dodd-Frank Act, however, requires the Federal Reserve Board to promulgate consolidated capital requirements for depository institution holding companies that are no less stringent, both quantitatively and in terms of components of capital, than those applicable to institutions themselves.
Source of Strength. The Dodd-Frank Act extends the “source of strength” doctrine to savings and loan holding companies. The regulatory agencies must promulgate regulations implementing the “source of strength” policy that requires holding companies act as a source of strength to their subsidiary depository institutions by providing capital, liquidity and other support in times of financial stress. Federal Reserve Board policies also
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provide that holding companies should pay dividends only out of current earnings and only if the prospective rate of earnings retention by the holding company appears consistent with the organization’s capital needs, asset quality and overall financial condition. These policies may affect the ability of a savings and loan holding company to pay dividends or otherwise make capital distributions.
Acquisition of the Company. Under the Federal Change in Control Act, a notice must be submitted to the Federal Reserve Board if any person (including a company), or group acting in concert, seeks to acquire direct or indirect “control” of a savings and loan holding company or savings association. Under certain circumstances, a change of control may occur, and prior notice is required, upon the acquisition of 10% or more of the Company’s outstanding voting stock, unless the Federal Reserve Board has found that the acquisition will not result in control of the Company. A change in control definitively occurs upon the acquisition of 25% or more of the Company’s outstanding voting stock. Under the Change in Control Act, the Federal Reserve Board generally has 60 days from the filing of a complete notice to act, taking into consideration certain factors, including the financial and managerial resources of the acquirer and the competitive effects of the acquisition. Any company that acquires control would then be subject to regulation as a savings and loan holding company.
Federal Securities Laws
The Company’s common stock is registered with the Securities and Exchange Commission under the Securities Exchange Act of 1934, as amended. The Company is subject to the information, proxy solicitation, insider trading restrictions and other requirements under the Securities Exchange Act of 1934.
The registration under the Securities Act of 1933 of shares of the common stock in the stock offering does not cover the resale of the shares. Shares of the common stock purchased by persons who are not affiliates of the Company may be resold without registration. Shares purchased by an affiliate of the Company will be subject to the resale restrictions of Rule 144 under the Securities Act of 1933. If the Company meets the current public information requirements of Rule 144 under the Securities Act of 1933, each affiliate of the Company who complies with the other conditions of Rule 144, including those that require the affiliate’s sale to be aggregated with those of other persons, would be able to sell in the public market, without registration, a number of shares not to exceed, in any three month period, the greater of 1% of the outstanding shares of the Company, or the average weekly volume of trading in the shares during the preceding four calendar weeks.
Sarbanes-Oxley Act of 2002
The Sarbanes-Oxley Act of 2002 addresses, among other issues, corporate governance, auditing and accounting, executive compensation, and enhanced and timely disclosure of corporate information. As directed by the Sarbanes-Oxley Act, the Chief Executive Officer and Chief Financial Officer are required to certify that its quarterly and annual reports do not contain any untrue statement of a material fact. The rules adopted by the Securities and Exchange Commission under the Sarbanes-Oxley Act have several requirements, including having these officers certify that: they are responsible for establishing, maintaining and regularly evaluating the effectiveness of internal control over financial reporting; they have made certain disclosures to its auditors and the audit committee of the Board of Directors about internal control over financial reporting; and they have included information in the quarterly and annual reports about their evaluation and whether there have been changes in internal control over financial reporting or in other factors that could materially affect internal control over financial reporting.
Federal Savings Association Regulation
Business Activities. The Bank derives its lending and investment powers from the Home Owners’ Loan Act, as amended, and the regulations of the OCC. Under these laws and regulations, the Bank may originate mortgage loans secured by residential and commercial real estate, commercial business loans and consumer loans, and it may invest in certain types of debt securities and certain other assets. Certain types of lending, such as commercial real estate, commercial business and consumer loans, are subject to an aggregate limit calculated as a specified percentage of the Bank’s capital assets. The Bank also may establish subsidiaries that may engage in activities not otherwise permissible for the Bank, including real estate investment and securities and insurance brokerage.
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The Dodd-Frank Act removed federal statutory restrictions on the payment of interest on commercial demand deposit accounts, effective July 21, 2011.
Capital Requirements. OCC regulations require the Bank to meet three minimum capital standards: a 1.5% tangible capital ratio, a 4% leverage ratio (3% for savings banks receiving the highest regulatory rating) and an 8% risk-based capital ratio. The prompt corrective action standards discussed below, in effect, establish a minimum 2% tangible capital standard.
The risk-based capital standard requires the maintenance of Tier 1 (core) and total capital (which is defined as core capital and supplementary capital) to risk-weighted assets of at least 4% and 8%, respectively. In determining the amount of risk-weighted assets, all assets, including certain off-balance sheet assets, are multiplied by a risk-weight factor of 0% to 100% assigned by federal regulations based on the risks believed inherent in the type of asset. Core capital is defined as common stockholders’ equity (including retained earnings but excluding accumulated other comprehensive income), certain noncumulative perpetual preferred stock and related surplus and minority interests in equity accounts of consolidated subsidiaries, less intangibles other than certain mortgage servicing rights and credit card relationships. The components of supplementary capital currently include cumulative preferred stock, long-term perpetual preferred stock, mandatory convertible securities, subordinated debt and intermediate preferred stock, the allowance for loan and lease losses limited to a maximum of 1.25% of risk-weighted assets and up to 45% of net unrealized gains on available-for-sale equity securities with readily determinable fair market values. Overall, the amount of supplementary capital included as part of total capital cannot exceed 100% of core capital. Additionally, a savings bank that retains credit risk in connection with an asset sale may be required to maintain additional regulatory capital because of the recourse back to the savings bank. In assessing an institution’s capital adequacy, the federal regulators consider not only these numeric factors but also qualitative factors, and have the authority to establish higher capital requirements for individual associations where necessary.
At December 31, 2013, the Bank’s capital exceeded all applicable minimal capital requirements.
In July 2013, the federal banking agencies issued a final rule that will revise the leverage and risk-based capital requirements and the method for calculating risk-weighted assets to make them consistent with the agreements that were reached by the Basel Committee on Banking Supervision in “Basel III: A Global Regulatory Framework for More Resilient Banks and Banking Systems” (“Basel III”) and the Dodd-Frank Act. Among other things, the rule establishes a new common equity Tier 1 minimum capital requirement (4.5% of risk-weighted assets), increases the minimum tier 1 capital to risk-weighted assets requirement (from 4% to 6% of risk-weighted assets), and assigns a higher risk weighting (150%) to exposures that are more than 90 days past due or are on nonaccrual status and to certain commercial real estate facilities that finance the acquisition, development or construction of real property. The final rule also requires unrealized gains and losses on certain “available for sale” securities holdings to be included for purposes of calculating regulatory capital unless a one-time opt-out is exercised. Additional restraints will also be imposed on the inclusion in regulatory capital of mortgage-servicing assets, deferred tax assets and minority interests. The rule limits a banking organization’s capital distributions and certain discretionary bonus payments if the banking organization does not hold a “capital conservation buffer” consisting of 2.5% of common equity Tier 1 capital to risk-weighted assets in addition to the amount necessary to meet its minimum risk-based capital requirements. The final rule becomes effective for the Bank on January 1, 2015. The capital conservation buffer requirements will be phased in beginning January 1, 2016 and ending January 1, 2019, when the full capital conservation buffer requirement will be effective.
Loans to One Borrower. Generally, the Bank may not make a loan or extend credit to a single or related group of borrowers in excess of 15% of unimpaired capital and surplus. An additional amount may be loaned, equal to 10% of unimpaired capital and surplus, if the loan is secured by readily marketable collateral, which generally does not include real estate. At December 31, 2013, the Bank’s largest lending relationship with a single or related group of borrowers totaled $6.5 million, which represented 14.7% of unimpaired capital and surplus at the time the loan was originated. At December 31, 2013, the Bank was in compliance with the loans-to-one borrower limitations.
Qualified Thrift Lender Test. The Bank is subject to a qualified thrift lender, or “QTL,” test. Under the QTL test, the Bank must maintain at least 65% of its “portfolio assets” in “qualified thrift investments” in at least nine months of the most recent 12-month period. “Portfolio assets” generally means total assets of a savings institution, less the sum of specified liquid assets up to 20% of total assets, goodwill and other intangible assets, and the value of property used in the conduct of the savings bank’s business.
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“Qualified thrift investments” includes various types of loans made for residential housing purposes, investments related to such purposes, including certain mortgage-backed and related securities, and loans for personal, family, household and certain other purposes up to a limit of 20% of portfolio assets. “Qualified thrift investments” also include 100% of an institution’s credit card loans, education loans and small business loans. The Bank also may satisfy the QTL test by qualifying as a “domestic building and loan association” as defined in the Internal Revenue Code.
If the Bank were to fail the qualified thrift lender test, it must either convert to a commercial bank charter or operate under specified restrictions. The Dodd-Frank Act makes noncompliance with the QTL Test potentially subject to agency enforcement action for violation of law. At December 31, 2013, the Bank maintained approximately 76.4% of its portfolio assets in qualified thrift investments and, therefore, satisfied the QTL test.
Capital Distributions. OCC regulations govern capital distributions by the Bank, which include cash dividends, stock repurchases and other transactions charged to the capital account. The Bank must file an application for approval of a capital distribution if:
| (i) | the total capital distributions for the applicable calendar year exceed the sum of the Bank’s net income for that year to date plus its retained net income for the preceding two years; |
| (ii) | the Bank would not be at least adequately capitalized following the distribution; |
| (iii) | the distribution would violate any applicable statute, regulation, agreement or OCC-imposed condition; or |
| (iv) | the Bank is not eligible for expedited treatment of its filings. |
Even if an application is not otherwise required, the Bank, as a subsidiary of a holding company, must still file a notice with OCC at least 30 days before its board of directors declares a dividend or approves a capital distribution.
The OCC may disapprove a notice or application if:
| (i) | the Bank would be undercapitalized following the distribution; |
| (ii) | the proposed capital distribution raises safety and soundness concerns; or |
| (iii) | the capital distribution would violate a prohibition contained in any statute, regulation or agreement. |
In addition, the Federal Deposit Insurance Act provides that an insured depository institution shall not make any capital distribution if, after making such distribution, the institution would be undercapitalized.
Liquidity. The Bank is required to maintain a sufficient amount of liquid assets to ensure its safe and sound operation. The Bank had $29.2 million of liquid assets at December 31, 2013. The Bank believes its liquidity was sufficient at that date.
Community Reinvestment Act and Fair Lending Laws. All savings banks have a responsibility under the Community Reinvestment Act and related regulations of the OCC to help meet the credit needs of their communities, including low- and moderate-income neighborhoods. In connection with its examination of a federal savings bank, the OCC is required to assess the savings bank’s record of compliance with the Community Reinvestment Act. In addition, the Equal Credit Opportunity Act and the Fair Housing Act prohibit lenders from discriminating in their lending practices on the basis of characteristics specified in those statutes. A savings bank’s failure to comply with the provisions of the Community Reinvestment Act could result in denial of certain corporate applications, such as branches or mergers, or in restrictions on its activities. The failure to comply with the Equal
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Credit Opportunity Act and the Fair Housing Act could result in enforcement actions by the OCC, as well as other federal regulatory agencies and the Department of Justice. The Bank received a “satisfactory” Community Reinvestment Act rating in its most recent federal examination.
Transactions with Related Parties. A federal savings bank’s authority to engage in transactions with its “affiliates” is limited by OCC regulations and by Sections 23A and 23B of the Federal Reserve Act. The term “affiliate” for these purposes generally means any company that controls, is controlled by, or is under common control with an insured depository institution such as the Bank. The Company is an affiliate of the Bank. In general, transactions with affiliates must be on terms that are as favorable to the savings bank as comparable transactions with non-affiliates. In addition, certain types of these transactions are restricted to an aggregate percentage of the savings bank’s capital. Collateral in specified amounts must usually be provided by affiliates in order to receive loans from the savings bank. In addition, OCC regulations prohibit a savings bank from lending to any of its affiliates that are engaged in activities that are not permissible for bank holding companies and from purchasing the securities of any affiliate, other than a subsidiary. Finally, transactions with affiliates must be consistent with safe and sound banking practices and may not involve low-quality assets. The OCC requires savings banks to maintain detailed records of all transactions with affiliates.
The Bank’s authority to extend credit to its directors, executive officers and 10% shareholders, as well as to entities controlled by such persons, is currently governed by the requirements of Sections 22(g) and 22(h) of the Federal Reserve Act and Regulation O of the Federal Reserve Board. Among other things, these provisions require that extensions of credit to insiders (i) be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features, and (ii) not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the Bank’s capital. In addition, the Bank’s board of directors must approve extensions of credit in excess of certain limits. Extensions of credit to executive officers are subject to additional restrictions based on the category of loan.
At December 31, 2013, the Bank was in compliance with Regulation O.
Enforcement. The OCC has primary enforcement responsibility over federal savings institutions and has the authority to bring enforcement action against all “institution-affiliated parties,” including stockholders, and attorneys, appraisers and accountants who knowingly or recklessly participate in wrongful action likely to have an adverse effect on an insured institution. Formal enforcement action may range from the issuance of a capital directive or cease and desist order, to removal of officers and/or directors of the institution, the appointment of a receiver or conservator, or the termination of deposit insurance. Civil penalties cover a wide range of violations and actions, and range up to $25,000 per day, unless a finding of reckless disregard is made, in which case penalties may be as high as $1.0 million per day. The FDIC also has the authority to recommend to the OCC that enforcement action be taken with respect to a particular savings institution. If the OCC does not take action, the FDIC has authority to take action under specified circumstances.
Standards for Safety and Soundness. Federal law requires each federal banking agency to prescribe certain standards for all insured depository institutions. These standards relate to, among other things, internal controls, information systems and audit systems, loan documentation, credit underwriting, interest rate risk exposure, asset growth, compensation, and other operational and managerial standards as the agency deems appropriate. The federal banking agencies adopted Interagency Guidelines Prescribing Standards for Safety and Soundness to implement the safety and soundness standards required under federal law. The guidelines set forth the safety and soundness standards that the federal banking agencies use to identify and address problems at insured depository institutions before capital becomes impaired. The guidelines address internal controls and information systems, internal audit systems, credit underwriting, loan documentation, interest rate risk exposure, asset growth, compensation, fees and benefits. If the appropriate federal banking agency determines that an institution fails to meet any standard prescribed by the guidelines, the agency may require the institution to submit to the agency an acceptable plan to achieve compliance with the standard. If an institution fails to meet these standards, the appropriate federal banking agency may require the institution to submit a compliance plan.
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Prompt Corrective Action Regulations. Under the prompt corrective action regulations, the OCC is authorized to take supervisory actions against undercapitalized savings banks. For this purpose, a savings bank is placed in one of the following five categories based on the savings bank’s capital:
| (i) | “well-capitalized” (at least 5% leverage capital, 6% Tier 1 risk-based capital and 10% total risk-based capital); |
| (ii) | “adequately capitalized” (at least 4% leverage capital, 4% Tier 1 risk-based capital and 8% total risk-based capital); |
| (iii) | “undercapitalized” (less than 4% leverage capital, 4% Tier 1 risk-based capital or 8% total risk-based capital); |
| (iv) | “significantly undercapitalized” (less than 3% leverage capital, 3% Tier 1 risk-based capital or 6% total risk-based capital); and |
| (v) | “critically undercapitalized” (less than 2% tangible capital). |
Generally, the OCC is required to appoint a receiver or conservator for a savings bank that is “critically undercapitalized” within specific time frames. “Undercapitalized” institutions are subject to certain restrictions, such as on capital distributions and growth. The regulations also provide that a capital restoration plan must be filed with the OCC within 45 days of the date a savings bank receives notice that it is “undercapitalized,” “significantly undercapitalized” or “critically undercapitalized.” Any holding company for the savings bank required to submit a capital restoration plan must guarantee the lesser of: an amount equal to 5% of the savings bank’s assets at the time it was notified or deemed to be undercapitalized by the OCC, or the amount necessary to restore the savings bank to adequately capitalized status. This guarantee remains in place until the OCC notifies the savings bank that it has maintained adequately capitalized status for each of four consecutive calendar quarters. The OCC has the authority to require payment and collect payment under the guarantee. The failure of a holding company to provide the required guarantee will result in certain operating restrictions on the savings bank, such as restrictions on the ability to declare and pay dividends, pay executive compensation and management fees, and increase assets or expand operations. The OCC may also take any one of a number of discretionary supervisory actions against undercapitalized savings banks, including the issuance of a capital directive and the replacement of senior executive officers and directors.
At December 31, 2013, the Bank met the criteria for being considered “well-capitalized.”
Insurance of Deposit Accounts. The Bank is a member of the Deposit Insurance Fund, which is administered by the FDIC. Deposit accounts in the Bank are insured by the FDIC. The Dodd-Frank Act permanently increased the maximum amount of deposit insurance for banks and savings institutions to $250,000 per depositor. In addition, pursuant to a provision of the Dodd-Frank Act, certain non-interest-bearing transaction accounts were fully insured, regardless of the dollar amount, through December 31, 2012. This provision was not renewed by Congress and effectively ended on December 31, 2012.
The FDIC imposes an assessment for deposit insurance on all depository institutions. Under the FDIC’s risk-based assessment system, insured institutions are assigned to risk categories based on supervisory evaluations, regulatory capital levels and certain other factors. An institution’s assessment rate depends upon the category to which it is assigned and certain adjustments specified by FDIC regulations, with institutions deemed less risky paying lower rates. Assessment rates (inclusive of possible adjustments) currently range from 2 1⁄2 to 45 basis points of each institution’s total assets less tangible capital. The FDIC may increase or decrease the scale uniformly, except that no adjustment may deviate more than two basis points from the base scale without notice and comment rulemaking. The FDIC’s current system represents a change, as required by the Dodd-Frank Act, from its prior practice of basing the assessment on an institution’s volume of deposits.
The Dodd-Frank Act increased the minimum target Deposit Insurance Fund ratio from 1.15% of estimated insured deposits to 1.35% of estimated insured deposits. The FDIC must seek to achieve the 1.35% ratio by September 30, 2020. Insured institutions with assets of $10 billion or more are supposed to fund the increase. The Dodd-Frank Act eliminated the 1.5% maximum fund ratio, instead leaving it to the discretion of the FDIC and the FDIC has exercised that discretion by establishing a long term fund ratio of 2%.
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The FDIC has authority to increase insurance assessments. Any significant increases would have an adverse effect on the operating expenses and results of operations of the Bank. Management cannot predict what assessment rates will be in the future.
Insurance of deposits may be terminated by the FDIC upon a finding that an institution has engaged in unsafe or unsound practices, is in an unsafe or unsound condition to continue operations or has violated any applicable law, regulation, rule, order or condition imposed by the FDIC. We do not currently know of any practice, condition or violation that may lead to termination of our deposit insurance.
In addition to the FDIC assessments, the Financing Corporation (“FICO”) is authorized to impose and collect, with the approval of the FDIC, assessments for anticipated payments, issuance costs and custodial fees on bonds issued by the FICO in the 1980s to recapitalize the former Federal Savings and Loan Insurance Corporation. The bonds issued by the FICO are due to mature in 2017 through 2019. For the quarter ended December 31, 2013, the annualized FICO assessment was equal to one basis point of total assets less tangible capital.
Prohibitions Against Tying Arrangements. Federal savings banks are prohibited, subject to some exceptions, from extending credit to or offering any other service, or fixing or varying the consideration for such extension of credit or service, on the condition that the customer obtain some additional service from the institution or its affiliates or not obtain services of a competitor of the institution.
Federal Home Loan Bank System. The Bank is a member of the Federal Home Loan Bank System, which consists of twelve regional Federal Home Loan Banks. The Federal Home Loan Bank System provides a central credit facility primarily for member institutions. As a member of the Federal Home Loan Bank of Cincinnati, the Bank is required to acquire and hold shares of capital stock in the Federal Home Loan Bank. At December 31, 2013, the Bank was in compliance with this requirement.
Other Regulations
Interest and other charges collected or contracted for by the Bank are subject to state usury laws and federal laws concerning interest rates. The Bank’s operations are also subject to federal laws applicable to credit transactions, such as the:
| (i) | Truth-In-Lending Act, governing disclosures of credit terms to consumer borrowers; |
| (ii) | Real Estate Settlement Procedures Act, requiring that borrowers for one- to four-family residential real estate mortgage loans receive various disclosures, including good faith estimates of settlement costs, lender servicing and escrow account practices; |
| (iii) | 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; |
| (iv) | Equal Credit Opportunity Act, prohibiting discrimination on the basis of race, creed or other prohibited factors in extending credit; |
| (v) | Fair Credit Reporting Act, governing the use and provision of information to credit reporting agencies; |
| (vi) | Fair Debt Collection Act, governing the manner in which consumer debts may be collected by collection agencies; |
| (vii) | Truth in Savings Act; and |
| (viii) | rules and regulations of the various federal agencies charged with the responsibility of implementing such federal laws. |
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The operations of the Bank also are subject to the:
| (i) | 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; |
| (ii) | Electronic Funds Transfer Act and Regulation E, 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; |
| (iii) | 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; |
| (iv) | Title III of The Uniting and Strengthening America by Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act of 2001 (referred to as the “USA PATRIOT Act”), which significantly expanded the responsibilities of financial institutions, including savings and loan associations, in preventing the use of the United States financial system to fund terrorist activities. Among other provisions, the USA PATRIOT Act and the related regulations require savings banks operating in the United States to, among other things, establish broadened anti-money laundering compliance programs, 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, also applicable to financial institutions, under the Bank Secrecy Act and the Office of Foreign Assets Control Regulations; and |
| (v) | The Gramm-Leach-Bliley Act, which places limitations on the sharing of consumer financial information by financial institutions with unaffiliated third parties. Specifically, the Gramm-Leach-Bliley Act requires all financial institutions offering financial products or services to retail customers to provide such customers with the financial institution’s privacy policy and provide such customers the opportunity to “opt out” of the sharing of certain personal financial information with unaffiliated third parties. |
FEDERAL AND STATE INCOME TAXATION
Federal Income Taxation
General. We report our income on a fiscal year basis using the accrual method of accounting. The federal income tax laws apply to us in the same manner as to other corporations with some exceptions, including particularly our reserve for bad debts discussed below. The following discussion of tax matters is intended only as a summary and does not purport to be a comprehensive description of the tax rules applicable to us. For its 2013 fiscal year, the Bank’s maximum federal income tax rate was 34.0%.
The Company and the Bank have entered into a tax allocation agreement because the Company and the Bank are members of an affiliated group within the meaning of Section 1504(a) of the Internal Revenue Code, of which group the Company is the common parent corporation. As a result of this affiliation, the Bank may be included in the filing of a consolidated federal income tax return with the Company and, if a decision to file a consolidated tax return is made, the parties agree to compensate each other for their individual share of the consolidated tax liability and/or any tax benefits provided by them in the filing of the consolidated federal income tax return.
Bad Debt Reserves. For fiscal years beginning before June 30, 1996, thrift institutions that qualified under certain definitional tests and other conditions of the Internal Revenue Code were permitted to use certain favorable provisions to calculate their deductions from taxable income for annual additions to their bad debt reserve. A reserve could be established for bad debts on qualifying real property loans, generally secured by interests in real
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property improved or to be improved, under the percentage of taxable income method or the experience method. The reserve for non-qualifying loans was computed using the experience method. Federal legislation enacted in 1996 repealed the reserve method of accounting for bad debts and the percentage of taxable income method for tax years beginning after 1995 and require savings institutions to recapture or take into income certain portions of their accumulated bad debt reserves.
Distributions. If the Bank makes “non-dividend distributions” to the Company, the distributions will be considered to have been made from the Bank’s unrecaptured tax bad debt reserves, including the balance of its reserves as of December 31, 1987, to the extent of the “non-dividend distributions,” and then from the Bank’s supplemental reserve for losses on loans, to the extent of those reserves, and an amount based on the amount distributed, but not more than the amount of those reserves, will be included in the Bank’s taxable income. Non-dividend distributions include distributions in excess of the Bank’s current and accumulated earnings and profits, as calculated for federal income tax purposes, distributions in redemption of stock, and distributions in partial or complete liquidation. Dividends paid out of the Bank’s current or accumulated earnings and profits will not be so included in the Bank’s taxable income.
The amount of additional taxable income triggered by a non-dividend is an amount that, when reduced by the tax attributable to the income, is equal to the amount of the distribution. Therefore, if the Bank makes a non-dividend distribution to the Company, approximately one and one-half times the amount of the distribution not in excess of the amount of the reserves would be includable in income for federal income tax purposes, assuming a 34.0% federal corporate income tax rate. The Bank does not intend to pay dividends that would result in a recapture of any portion of its bad debt reserves.
Audits. There have not been any audits of our federal income tax returns during the past five years.
State Taxation
Tennessee imposes franchise and excise taxes. The franchise tax ($0.25 per $100) is applied either to apportioned net worth or the value of property owned and used in Tennessee, whichever is greater, as of the close of the fiscal year. The excise tax (6.5%) is applied to net earnings derived from business transacted in Tennessee. Under Tennessee regulations, bad debt deductions are deductible from the excise tax.
Any cash dividends, in excess of a certain exempt amount, that would be paid with respect to the Company’s common stock to a shareholder (including a partnership and certain other entities) who is a resident of Tennessee will be subject to the Tennessee income tax (6%). Any distribution by a corporation from earnings according to percentage ownership is considered a dividend, and the definition of a dividend for Tennessee income tax purposes may not be the same as the definition of a dividend for federal income tax purposes. A corporate distribution may be treated as a dividend for Tennessee tax purposes if it is paid from funds that exceed the corporation’s earned surplus and profits under certain circumstances.
There have not been any audits of our state tax returns during the past five years.
| ITEM 1A. | RISK FACTORS |
Our concentration in non-owner occupied real estate loans may expose us to increased credit risk.
At December 31, 2013, $31.8 million, or 35.9% of our residential mortgage loan portfolio and 13.7% of our total loan portfolio, consisted of loans secured by non-owner occupied residential properties. Loans secured by non-owner occupied properties generally expose us to greater risk of non-payment and loss than loans secured by owner occupied properties because the repayment of such loans depends primarily on the tenant’s continuing ability to pay rent to the property owner, who is our borrower, or, if the property owner is unable to find a tenant, the property owner’s ability to repay the loan without the benefit of a rental income stream. In addition, the physical condition of non-owner occupied properties is often below that of owner occupied properties due to lax property maintenance standards, which has a negative impact on the value of the collateral properties. Furthermore, some of our non-owner occupied residential loan borrowers have more than one loan outstanding with us. Consequently, an adverse development with respect to one credit relationship may expose us to a greater risk of loss compared to an adverse development with respect to an owner occupied residential mortgage loan. At December 31, 2013, non-performing
17
non-owner occupied residential mortgage loans totaled $120,000, or 0.38% of our non-owner occupied residential loan portfolio, of which all was attributable to one borrower. At December 31, 2013, we carried as real estate owned, $345,000 of non-owner occupied residential properties, which consisted of seven structures formerly utilized as overnight rentals. For more information about the credit risk we face, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management.”
Our construction loan and land and land development loan portfolios may expose us to increased credit risk.
At December 31, 2013, $30.7 million, or 13.3% of our loan portfolio, consisted of construction loans and land and land development loans, and $3.3 million, or 10.7% of the construction loan and land and land development portfolio, consisted of speculative construction loans. While recently the demand for construction loans has decreased significantly due to the decline in the housing market, historically, construction loans, including speculative construction loans, have been a material part of our loan portfolio. Speculative construction loans are loans made to builders who have not identified a buyer for the completed property at the time of loan origination. Subject to market conditions, we intend to continue to emphasize the origination of construction loans and land and land development loans. These loan types generally expose a lender to greater risk of nonpayment and loss than residential mortgage loans because the repayment of such loans often depends on the successful operation or sale of the property and the income stream of the borrowers and such loans typically involve larger balances to a single borrower or groups of related borrowers. In addition, many borrowers of these types of loans have more than one loan outstanding with us so an adverse development with respect to one loan or credit relationship can expose us to significantly greater risk of non-payment and loss. Furthermore, we may need to increase our allowance for loan losses through future charges to income as the portfolio of these types of loans grows, which would decrease our earnings. For more information about the credit risk we face, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management.”
Our consumer loan portfolio includes consumer loans secured by rapidly depreciable assets and may expose us to increased credit risk.
At December 31, 2013, $24.7 million, or 10.7% of our loan portfolio, consisted of consumer loans. Included in consumer loans at that date were $6.5 million in automobile loans and $2.3 million in consumer finance loans made to borrowers by our operating subsidiary, Southland Finance, Inc. These consumer finance loans are generally secured by used automobiles, televisions and various other personal property and are generally offered to borrowers with historically lower credit scores at higher risk-adjusted interest rates. At December 31, 2013, Southland Finance, Inc.’s average outstanding loan balance was approximately $3,400 and the weighted-average yield of its loan portfolio was 25.73%. Consumer loans secured by rapidly depreciable assets such as automobiles and other personal property may be subject to greater risk of loss than loans secured by real estate because any repossessed collateral for a defaulted consumer loan may not provide an adequate source of repayment of the outstanding loan balance.
Significant loan losses could require us to increase our allowance for loan losses through a charge to earnings.
When we loan money we incur the risk that our borrowers will not repay their loans. We provide for loan losses by establishing an allowance through a charge to earnings. The amount of this allowance is based on our assessment of loan losses inherent in our loan portfolio. The process for determining the amount of the allowance is critical to our financial condition and results of operations. It requires subjective and complex judgments about the future, including forecasts of economic or market conditions that might impair the ability of our borrowers to repay their loans. We might underestimate the loan losses inherent in our loan portfolio and have loan losses in excess of the amount recorded in our allowance for loan losses. We might increase the allowance because of changing economic conditions. For example, in a rising interest rate environment, borrowers with adjustable-rate loans could see their payments increase. There may be a significant increase in the number of borrowers who are unable or unwilling to repay their loans, resulting in our charging off more loans and increasing our allowance. In addition, when real estate values decline, the potential severity of loss on a real estate-secured loan can increase significantly, especially in the case of loans with high combined loan-to-value ratios. The recent decline in the national economy and the local economies of the areas in which the loans are concentrated could result in an increase in loan delinquencies, foreclosures or repossessions resulting in increased charge-off amounts and the need for additional loan loss allowances in future periods. In addition, our determination as to the amount of our allowance for loan losses is subject to review by our primary regulator, the Office of the Comptroller of the Currency, as part of its
18
examination process, which may result in the establishment of an additional allowance based upon the judgment of the Office of the Comptroller of the Currency after a review of the information available at the time of its examination. Our allowance for loan losses amounted to $4.4 million, or 1.92% of total loans outstanding and 108.36% of non-performing loans, at December 31, 2013. Our allowance for loan losses at December 31, 2013 may not be sufficient to cover future loan losses. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would decrease our earnings.
In addition, at December 31, 2013, we had 45 loan relationships with outstanding balances that exceeded $1.0 million. Three loans in this group were classified as substandard as of December 31, 2013: (1) a $1.8 million commercial business loan secured by assets of radio stations located in East Tennessee, (2) a $1.1 million land development loan, which is a 7.5% participation interest in a land acquisition and development loan for a retail shopping complex in Sevierville, Tennessee, and (3) a $1.2 million one-to-four family residential loan, which is a 58.8% participation interest, secured by an owner-occupied residence and land located in Friendsville, Tennessee. The further deterioration of one or more of these large relationship loans could result in a significant increase in our non-performing loans and our provision for loan losses, which would negatively impact our results of operations.
A return to recessionary conditions could result in increases in our level of non-performing loans and/or reduce demand for our products and services, which would lead to lower revenue, higher loan losses and lower earnings.
Following a national home price peak in mid-2006, falling home prices and sharply reduced sales volumes, along with the collapse of the United States’ subprime mortgage industry in early 2007, significantly contributed to a recession that officially lasted until June 2009, although the effects have continued thereafter. Dramatic declines in real estate values and high levels of foreclosures resulted in significant asset write-downs by financial institutions, which have caused many financial institutions to seek additional capital, to merge with other institutions and, in some cases, to fail. Concerns over the United States’ credit rating (which was recently downgraded by Standard & Poor’s), the European sovereign debt crisis, and continued high unemployment in the United States, among other economic indicators, have contributed to increased volatility in the capital markets and diminished expectations for the economy. A return of recessionary conditions and/or continued negative developments in the domestic and international credit markets may significantly affect the markets in which we do business, the value of our loans and investments, and our ongoing operations, costs and profitability. Further declines in real estate values and sales volumes and continued high unemployment levels may result in higher than expected loan delinquencies, increases in our levels of nonperforming and classified assets and a decline in demand for our products and services. These negative events may cause us to incur losses and may adversely affect our capital, liquidity, and financial condition.
Increased and/or special Federal Deposit Insurance Corporation assessments will hurt our earnings.
The recent economic recession has caused a high level of bank failures, which has dramatically increased Federal Deposit Insurance Corporation resolution costs and led to a significant reduction in the balance of the Deposit Insurance Fund. As a result, the Federal Deposit Insurance Corporation has significantly increased the initial base assessment rates paid by financial institutions for deposit insurance. Increases in the base assessment rate have increased our deposit insurance costs and negatively impacted our earnings. Additional increases in the base assessment rate or additional special assessments would negatively impact our earnings.
Changing interest rates may decrease our earnings and asset value.
Our net interest income is the interest we earn on loans and investments less the interest we pay on our deposits and borrowings. Our net interest margin is the difference between the yield we earn on our assets and the interest rate we pay for deposits and our other sources of funding. Changes in interest rates—up or down—could adversely affect our net interest margin and, as a result, our net interest income. Although the yield we earn on our assets and our funding costs tend to move in the same direction in response to changes in interest rates, one can rise or fall faster than the other, causing our net interest margin to expand or contract. Our liabilities tend to be shorter in duration than our assets, so they may adjust faster in response to changes in interest rates. As a result, when interest rates rise, our funding costs may rise faster than the yield we earn on our assets, causing our net interest margin to contract until the yield catches up. This contraction could be more severe following a prolonged period of lower interest rates, as a larger proportion of our fixed rate residential loan portfolio will have been originated at those lower rates and borrowers may be more reluctant or unable to sell their homes in a higher interest rate environment.
19
Changes in the slope of the “yield curve”—or the spread between short-term and long-term interest rates—could also reduce our net interest margin. Normally, the yield curve is upward sloping, meaning short-term rates are lower than long-term rates. Because our liabilities tend to be shorter in duration than our assets, when the yield curve flattens or even inverts, we could experience pressure on our net interest margin as our cost of funds increases relative to the yield we can earn on our assets. For further discussion of how changes in interest rates could impact us, see “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operations—Risk Management—Interest Rate Risk Management.”
Strong competition within our primary market area could negatively impact our profits and slow growth.
We face intense competition both in making loans and attracting deposits. This competition has made it more difficult for us to make new loans and attract deposits. Price competition for loans and deposits might result in us earning less on our loans and paying more on our deposits, which would reduce net interest income. Competition also makes it more difficult to grow loans and deposits. At June 30, 2013, which is the most recent date for which data is available from the Federal Deposit Insurance Corporation, we held approximately 22.80% of the deposits in McMinn County, Tennessee, 3.73% of the deposits in Monroe County, Tennessee and 2.00% of the deposits in Bradley County, Tennessee. Some of the institutions with which we compete have substantially greater resources and lending limits than we have and may offer services that we do not provide. We expect competition to increase in the future as a result of legislative, regulatory and technological changes and the continuing trend of consolidation in the financial services industry. Our profitability depends upon our continued ability to compete successfully in our primary market area. See “Item 1. Business— Market Area” and “Item 1. Business—Competition” for more information about our primary market area and the competition we face.
We are subject to federal regulations that seek to protect the Deposit Insurance Fund and the depositors and borrowers of the Bank, and our federal regulators may impose restrictions on our operations that are detrimental to holders of the Company’s common stock.
We are subject to extensive regulation, supervision and examination by the Federal Reserve Board and the Office of the Comptroller of the Currency, our primary federal regulators, and the Federal Deposit Insurance Corporation, as insurer of our deposits. Such regulation and supervision governs the activities in which an institution and its holding company may engage, and are intended primarily for the protection of the insurance fund and the depositors and borrowers of the Bank rather than for holders of the Company’s common stock. Our regulators may subject us to supervisory and enforcement actions, such as the imposition of certain restrictions on our operations, the classification of our assets and the determination of the level of our allowance for loan losses, that are aimed at protecting the insurance fund and the depositors and borrowers of the Bank but that are detrimental to holders of the Company’s common stock. Any change in our regulation or oversight, whether in the form of regulatory policy, regulations, legislation or supervisory action, may have a material impact on our operations.
In addition to the enactment of the Dodd-Frank Act, the federal regulatory agencies recently have begun to take stronger supervisory actions against financial institutions that have experienced increased loan losses and other weaknesses as a result of the recent economic crisis. The actions include the entering into of written agreements and cease and desist orders that place certain limitations on their operations. Federal bank regulators recently have also been using with more frequency their ability to impose individual minimal capital requirements on banks, which requirements may be higher than those imposed under the Dodd-Frank Act or which would otherwise qualify the bank as being “well capitalized” under the Office of the Comptroller of the Currency’s prompt corrective action regulations. If we were to become subject to a supervisory agreement or higher individual minimum capital requirements, such action may have a negative impact on our ability to execute our business plans, as well as our ability to grow, pay dividends or engage in mergers and acquisitions and may result in restrictions in our operations.
Risks associated with system failures, interruptions, or breaches of security could negatively affect our earnings and business reputation.
Information technology systems are critical to our business. We use various technology systems to manage our customer relationships, general ledger, securities investments, deposits, and loans. We have established policies and procedures to prevent or limit the impact of system failures, interruptions, and security breaches (including privacy breaches), but such events may still occur or may not be adequately addressed if they do occur. In addition, any compromise of our systems could deter customers from using our products and services. Although we rely on security systems to provide security and authentication necessary to effect the secure transmission of data, these precautions may not protect our systems from compromises or breaches of security.
20
In addition, we outsource a majority of our data processing to certain third-party providers. If these third-party providers encounter difficulties, or if we have difficulty communicating with them, our ability to adequately process and account for transactions could be affected, and our business operations could be adversely affected. Threats to information security also exist in the processing of customer information through various other vendors and their personnel.
The occurrence of any system failures, interruption, or breach of security could damage our business reputation and result in a loss of customers and business thereby subjecting us to additional regulatory scrutiny, or could expose us to litigation and possible financial liability. Any of these events could have a material adverse effect on our financial condition and results of operations and our business reputation.
| ITEM 1B. | UNRESOLVED STAFF COMMENTS |
None.
21
| ITEM 2. | PROPERTIES |
We conduct our business through our main office, branch offices and other offices. The following table sets forth certain information relating to these facilities at December 31, 2013.
| Location |
Year Opened |
Owned/ Leased |
Net Book Value at December 31, 2013 |
|||||||||
| (In thousands) | ||||||||||||
| Main Office: |
||||||||||||
| Athens Main Office |
1962 | Owned | $ | 903 | ||||||||
| 106 Washington Avenue |
||||||||||||
| Athens, Tennessee 37303 |
||||||||||||
| Branch Offices: |
||||||||||||
| Athens Decatur Pike Office |
1980 | Owned | 153 | |||||||||
| 1103 Decatur Pike |
||||||||||||
| Athens, Tennessee 37303 |
||||||||||||
| Cleveland Ocoee Street Office |
2007 | Leased | (1) | — | ||||||||
| 3855 North Ocoee Street |
||||||||||||
| Cleveland, Tennessee 37312 |
||||||||||||
| Cleveland 25th Street Office |
2007 | Leased | (2) | — | ||||||||
| 950 25th Street |
||||||||||||
| Cleveland, Tennessee 37311 |
||||||||||||
| Etowah Office |
1977 | Owned | 527 | |||||||||
| 523 Tennessee Avenue |
||||||||||||
| Etowah, Tennessee 37331 |
||||||||||||
| Madisonville Office |
2005 | Owned | 834 | |||||||||
| 4785 New Highway 68 |
||||||||||||
| Madisonville, Tennessee 37875 |
||||||||||||
| Sweetwater Office |
1995 | Owned | 162 | |||||||||
| 800 Highway 68 |
||||||||||||
| Sweetwater, Tennessee 37874 |
||||||||||||
| Other Offices: |
||||||||||||
| Athens Lending Center |
1998 | Owned | 428 | |||||||||
| 106 Hornsby Street |
||||||||||||
| Athens, Tennessee 37303 |
||||||||||||
| Southland Finance Company |
1996 | Leased | (3) | — | ||||||||
| 516 South Congress Parkway |
||||||||||||
| Athens, Tennessee 37303 |
||||||||||||
| Valley Title Services, LLC |
2007 | Leased | (4) | — | ||||||||
| d/b/a Sweetwater Valley Title |
||||||||||||
| 202 N. White Street |
||||||||||||
| Athens, Tennessee 37303 |
||||||||||||
| Storage Facility |
2010 | Owned | 161 | |||||||||
| 718 South Jackson Street |
||||||||||||
| Athens, Tennessee 37303 |
||||||||||||
| Property Adjacent to Branch |
2012 | Owned | 85 | |||||||||
| 1109 Summit Street |
||||||||||||
| Athens, Tennessee 37303 |
||||||||||||
| (1) | Lease expires in February 2017. |
| (2) | Lease expires in December 2017. |
| (3) | Lease expires in January 2014. |
| (4) | Lease expires in December 2014. |
22
| Item 3. | LEGAL PROCEEDINGS |
Periodically, there have been various claims and lawsuits against us, such as claims to enforce liens, condemnation proceedings on properties in which we hold security interests, claims involving the making and servicing of real property loans and other issues incident to our business. We are not a party to any pending legal proceedings that we believe would have a material adverse effect on our financial condition, results of operations or cash flows.
| Item 4. | MINE SAFETY DISCLOSURES |
Not applicable.
| Item 5. | MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
Market for Common Equity and Related Stockholder Matters
The Company’s common stock is listed on the Nasdaq Capital Market (“Nasdaq”) under the trading symbol “AFCB.” At March 10, 2014, the Company had approximately 310 holders of record of common stock. The figure of shareholders of record does not reflect the number of persons whose shares are in nominee or “street” name accounts through brokers.
The following table lists quarterly market price and dividend information per common share for the years ended December 31, 2013 and December 31, 2012, as reported by NASDAQ.
| High Sale |
Low Sale |
Dividends | Market price end of period |
|||||||||||||
| 2013: |
||||||||||||||||
| First Quarter: |
$ | 18.50 | $ | 16.51 | $ | 0.05 | $ | 18.20 | ||||||||
| Second Quarter |
18.99 | 17.12 | 0.05 | 18.00 | ||||||||||||
| Third Quarter |
19.01 | 16.50 | 0.05 | 17.99 | ||||||||||||
| Fourth Quarter |
20.61 | 17.95 | 0.05 | 19.82 | ||||||||||||
| 2012: |
||||||||||||||||
| First Quarter |
$ | 14.98 | $ | 11.11 | $ | 0.05 | $ | 14.98 | ||||||||
| Second Quarter |
16.00 | 14.00 | 0.05 | 14.64 | ||||||||||||
| Third Quarter |
19.35 | 14.13 | 0.05 | 16.49 | ||||||||||||
| Fourth Quarter |
18.25 | 15.63 | 0.05 | 16.51 | ||||||||||||
23
Purchase of Equity Securities
Since the Company completed its initial public offering in January 2010, the Company’s board of directors has authorized seven stock repurchase programs for an aggregate of 1,032,207 shares. All of the repurchase programs have been publicly announced. As of December 31, 2013, the Company had repurchased an aggregate of 886,260 shares under these programs.
Under each repurchase programs, repurchases were or will be conducted through open market purchases, which may include purchases under a trading plan adopted pursuant to SEC Rule 10b5-1, or through privately negotiated transactions. Repurchases will be made from time to time, depending on market conditions and other factors. There is no guarantee as to the exact number of shares to be repurchased by the Company.
The following table provides information with respect to purchases made by or on behalf of the Company or any “affiliated purchaser” (as defined in Rule 10b-18(a)(3) under the Securities Exchange Act of 1934), of the Company’s common stock during the fourth quarter of 2013.
| Period |
Total Number of Shares Purchased |
Average Price Paid Per Share |
Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs |
Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs |
||||||||||||
| October 1 through October 31, 2013 |
4,700 | $ | 18.06 | 4,700 | 351,576 | |||||||||||
| November 1 through November 30, 2013 |
147,451 | 20.00 | 147,451 | 204,125 | ||||||||||||
| December 1 through December 31, 2013 |
45,350 | 19.67 | 45,350 | 158,775 | ||||||||||||
|
|
|
|
|
|||||||||||||
| Total |
197,501 | $ | 19.88 | 197,501 | 158,775 | |||||||||||
|
|
|
|
|
|||||||||||||
24
| Item 6. | SELECTED FINANCIAL DATA |
The following tables contain certain information concerning our consolidated financial position and results of operations, which is derived in part from our consolidated financial statements. The following is only a summary and should be read in conjunction with the consolidated financial statements and notes beginning on page F-1 of this annual report.
| At December 31, | ||||||||||||||||||||
| (In thousands) |
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
| Total assets |
$ | 294,812 | $ | 291,632 | $ | 283,716 | $ | 278,015 | $ | 276,458 | ||||||||||
| Cash and cash equivalents |
15,135 | 20,252 | 23,577 | 14,316 | 40,707 | |||||||||||||||
| Securities available-for-sale |
31,580 | 32,150 | 34,281 | 41,538 | 23,585 | |||||||||||||||
| Investments, at cost |
3,649 | 3,394 | 2,899 | 2,899 | 2,899 | |||||||||||||||
| Loans receivable, net |
226,206 | 217,275 | 204,699 | 199,386 | 191,404 | |||||||||||||||
| Deposits |
248,172 | 234,248 | 224,112 | 215,687 | 236,064 | |||||||||||||||
| Securities sold under agreements to repurchase |
1,304 | 2,110 | 2,265 | 795 | 899 | |||||||||||||||
| Advances from Federal Home Loan Bank |
— | 3,000 | 3,099 | 8,214 | 10,324 | |||||||||||||||
| Stockholders’ equity (total equity before December 31, 2010) |
41,108 | 48,004 | 50,550 | 49,577 | 25,722 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| For the Year Ended December 31, | ||||||||||||||||||||
| (In thousands) |
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
| Operating Data: |
||||||||||||||||||||
| Interest income |
$ | 13,698 | $ | 14,474 | $ | 14,646 | $ | 14,529 | $ | 14,668 | ||||||||||
| Interest expense |
2,134 | 2,638 | 3,338 | 4,360 | 5,657 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net interest income |
11,564 | 11,836 | 11,308 | 10,169 | 9,011 | |||||||||||||||
| Provision for loan losses |
316 | 1,080 | 1,980 | 1,711 | 1,024 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net interest income after provision for loan losses |
11,248 | 10,756 | 9,328 | 8,458 | 7,987 | |||||||||||||||
| Non-interest income |
5,186 | 5,327 | 4,758 | 4,406 | 4,670 | |||||||||||||||
| Non-interest expense |
13,080 | 11,871 | 11,424 | 12,027 | 10,668 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Income before income taxes |
3,354 | 4,212 | 2,662 | 837 | 1,989 | |||||||||||||||
| Income taxes (benefit) |
1,042 | 1,609 | 754 | (6 | ) | 644 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net income |
$ | 2,312 | $ | 2,603 | $ | 1,908 | $ | 843 | $ | 1,345 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net income per share – basic |
$ | 1.18 | $ | 1.12 | $ | 0.75 | $ | 0.34 | N/A | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Net income per share – diluted |
$ | 1.13 | $ | 1.09 | $ | 0.75 | $ | 0.34 | N/A | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Cash dividends declared per share |
$ | 0.20 | $ | 0.20 | $ | 0.20 | $ | 0.10 | N/A | |||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
25
| At or for the Year Ended December 31, | ||||||||||||||||||||
| 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||
| Performance Ratios (1): |
||||||||||||||||||||
| Return on average assets |
0.78 | % | 0.89 | % | 0.67 | % | 0.30 | % | 0.54 | % | ||||||||||
| Return on average equity |
5.23 | 5.23 | 3.80 | 1.71 | 5.29 | |||||||||||||||
| Interest rate spread (1) |
4.03 | 4.15 | 4.04 | 3.59 | 3.67 | |||||||||||||||
| Net interest margin (2) |
4.19 | 4.36 | 4.30 | 3.92 | 3.89 | |||||||||||||||
| Other expenses to average assets |
4.42 | 4.07 | 4.02 | 3.77 | 4.28 | |||||||||||||||
| Efficiency ratio (3) |
78.08 | 69.17 | 71.11 | 82.52 | 77.98 | |||||||||||||||
| Dividend payout ratio (4) |
17.70 | 18.35 | 26.66 | 29.41 | N/A | |||||||||||||||
| Average interest-earning assets to average interest-bearing liabilities |
121.69 | 121.51 | 120.35 | 119.59 | 109.18 | |||||||||||||||
| Average equity to average assets |
14.92 | 17.06 | 17.66 | 17.67 | 10.20 | |||||||||||||||
| Capital Ratios (Bank only): |
||||||||||||||||||||
| Total capital (to risk-weighted assets) |
17.0 | % | 21.3 | % | 22.0 | % | 20.8 | % | 15.3 | % | ||||||||||
| Tier 1 capital (to risk-weighted assets) |
15.7 | 20.1 | 20.7 | 19.6 | 14.1 | |||||||||||||||
| Tier 1 capital (to adjusted total assets) |
10.8 | 13.4 | 14.1 | 13.5 | 9.1 | |||||||||||||||
| Asset Quality Ratios: |
||||||||||||||||||||
| Allowance for loan losses as a percent of total loans |
1.92 | % | 2.02 | % | 1.99 | % | 1.94 | % | 1.75 | % | ||||||||||
| Allowance for loan losses as a percent of non-performing loans |
108.36 | 114.80 | 126.28 | 194.46 | 169.54 | |||||||||||||||
| Net charge-offs to average outstanding loans during the period |
0.16 | 0.34 | 0.86 | 0.59 | 0.36 | |||||||||||||||
| Non-performing loans as a percent of total loans |
1.77 | 1.76 | 1.58 | 1.00 | 1.03 | |||||||||||||||
| Non-performing assets as a percent of total assets |
1.53 | 1.52 | 1.35 | 1.13 | 1.01 | |||||||||||||||
| Total non-performing assets and troubled debt restructurings as a percent of total assets |
2.71 | 3.17 | 3.52 | 3.19 | 2.28 | |||||||||||||||
| Other Data: |
||||||||||||||||||||
| Number of offices |
7 | 7 | 7 | 7 | 7 | |||||||||||||||
| Number of deposit accounts |
18,364 | 18,288 | 17,013 | 16,144 | 15,837 | |||||||||||||||
| Number of loans |
3,827 | 3,765 | 3,522 | 3,534 | 3,696 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| (1) | Represents the difference between the weighted average yield on average interest-earning assets and the weighted average cost on average interest-bearing liabilities. Tax exempt income is reported on a tax equivalent basis using a federal marginal tax rate of 34.0%. |
| (2) | Represents net interest income as a percent of average interest-earning assets. Tax exempt income is reported on a tax equivalent basis using a federal marginal tax rate of 34.0%. |
| (3) | Represents other expenses divided by the sum of net interest income and other income. |
| (4) | Dividends declared per share divided by net income per share. |
26
| Item 7. | MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS |
Operating Strategy
Our primary objective is to operate and grow a profitable community-oriented financial institution serving customers in our primary market areas. We have sought to achieve this through the adoption of a business strategy designed to maintain a strong capital position and high asset quality. Most of our senior management team has been in place for the past ten years. We have implemented a plan to diversify our product offerings by expanding our commercial deposit and lending products, expanding our branch network into nearby communities, and emphasizing high asset quality standards. Our operating strategy includes the following:
| • | remaining a community-oriented financial institution; |
| • | continuing our historical focus on residential mortgage lending; |
| • | expanding our commercial real estate and multi-family lending activities; |
| • | emphasizing lower cost core deposits to maintain low funding costs; and |
| • | expanding our market share within our primary market area. |
Overview
Income. Our primary source of pre-tax income is net interest income. Net interest income is the difference between interest income, which is the income that we earn on our loans and investments, and interest expense, which is the interest that we pay on our deposits and borrowings. Other significant sources of pre-tax income are service charges (mostly from service charges on deposit accounts and loan servicing fees), debit card interchange fee income, fees from the sale of mortgage loans originated for sale in the secondary market, and commissions on sales of securities and investment products. We also recognize income from the sale of securities.
Allowance for Loan Losses. The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. We evaluate the need to establish allowances against losses on loans on a monthly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings.
Expenses. The non-interest expense we incur in operating our business consists of salaries and employee benefits expenses, occupancy expenses, federal deposit insurance premiums and assessments, data processing expenses and other miscellaneous expenses.
Critical Accounting Policies
We consider accounting policies involving significant judgments and assumptions by management that have, or could have, a material impact on the carrying value of certain assets or on income to be critical accounting policies. The following represent our critical accounting policies:
Allowance for Loan Losses. The allowance for loan losses is the amount estimated by management as necessary to cover losses inherent in the loan portfolio at the balance sheet date. The allowance is established through the provision for loan losses, which is charged to income. Determining the amount of the allowance for loan losses necessarily involves a high degree of judgment. Among the material estimates required to establish the allowance are: loss exposure at default; the amount and timing of future cash flows on impacted loans; value of collateral; and determination of loss factors to be applied to the various elements of the portfolio. All of these estimates are susceptible to significant change. Management reviews the level of the allowance monthly and establishes the provision for loan losses based upon an evaluation of the portfolio, past loss experience, current economic conditions and other factors related to the collectability of the loan portfolio. Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance may be necessary if economic or other conditions differ substantially from the assumptions used in making the evaluation. In addition, the Office of the Comptroller of the Currency, as an integral part of its examination process, periodically reviews our allowance for loan losses and may require us to recognize adjustments to the allowance based on its judgments about information available to it at the time of its examination. A large loss could deplete the allowance and require increased provisions to replenish the allowance, which would adversely affect earnings. See note 5 of the notes to the consolidated financial statements beginning on page F-1 of this annual report.
27
Fair Value of Investments. Securities are characterized as available for sale or held to maturity based on management’s ability and intent regarding such investment at acquisition. On an ongoing basis, management must estimate the fair value of its investment securities based on information and assumptions it deems reliable and reasonable, which may be quoted market prices or if quoted market prices are not available, fair values extrapolated from the quoted prices of similar instruments. Based on this information, an assessment must be made as to whether any decline in the fair value of an investment security should be considered an other-than-temporary impairment and recorded in non-interest income as a loss on investments. The determination of such impairment is subject to a variety of factors, including management’s judgment and experience. See note 3 of the notes to the consolidated financial statements beginning on page F-1 of this annual report.
Deferred Compensation and Executive Benefit Plans. We have several deferred compensation arrangements for key executive officers and directors as well as certain executive benefit plans. Each plan has unique characteristics management must consider when recording the related liabilities and expenses at each reporting date of the consolidated financial statements and during the reporting period. The related liabilities are considered accounting estimates and are subject to judgments and assumptions by management which affect the recorded amounts of liabilities and expenses recorded during the period as well as disclosure of contingent liabilities. Actual results could differ from those estimates. See notes 12 and 13 of the notes to the consolidated financial statements beginning on page F-1 of this annual report.
Balance Sheet Analysis
Assets. At December 31, 2013, our total assets were $294.8 million, an increase of $3.2 million from December 31, 2012. The increase during the year ended December 31, 2013 was primarily the result of an increase in net loans of $8.9 million, partially offset by decreases in cash and cash equivalents and securities available for sale of $ 5.1 million and $570,000, respectively.
Loans. Our primary lending activity is the origination of loans secured by real estate. We originate primarily residential mortgage loans and, to a lesser extent, non-residential real estate loans, construction loans, land and land development loans, multi-family real estate loans, consumer loans and commercial business loans.
Residential mortgage loans and residential construction loans totaled $88.4 million, or 38.2%, and $7.7 million, or 3.3% of the total loan portfolio, at December 31, 2013, respectively. At December 31, 2012, these loans totaled $83.2 million, or 37.4%, and $4.3 million, or 1.9% of the total loan portfolio, respectively. The increase in residential mortgage loans was primarily a result of an increase in market demand resulting from the low interest rate environment.
Commercial real estate loans, including non-residential, multi-family, land and construction loans on these types of properties, comprised $97.6 million, or 42.2% of the total loan portfolio, at December 31, 2013. At December 31, 2012, these loans totaled $94.4 million, or 42.4% of the total loan portfolio. The increase was primarily due to an increase in non-residential and non-residential construction loans of $18.7 million, partially offset by decreases in multi-family real estate and land loans of $12.7 million and $2.8 million, respectively. The balance of commercial real estate loans has increased primarily due to greater opportunity to originate these types of loans. Management continues to focus on pursuing non-residential loan opportunities in order to further diversify the loan portfolio.
Commercial business loans were $13.1 million, or 5.6% of the total loan portfolio, at December 31, 2013, as compared to $12.6 million, or 5.7% of the total loan portfolio, at December 31, 2012. Consumer loans decreased to $24.7 million, or 10.7% of the total loan portfolio, at December 31, 2013 as compared to $28.0 million, or 12.6% of the total loan portfolio, at December 31, 2012. The decrease in consumer loans was primarily due to a decrease in home equity lines of credit year over year.
28
The following table sets forth the composition of our loan portfolio at the dates indicated.
| At December 31, | ||||||||||||||||||||||||||||||||||||||||
| 2013 | 2012 | 2011 | 2010 | 2009 | ||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) |
Amount | Percent | Amount | Percent | Amount | Percent | Amount | Percent | Amount | Percent | ||||||||||||||||||||||||||||||
| Real estate mortgage: |
||||||||||||||||||||||||||||||||||||||||
| Residential one- to four-family |
$ | 88,415 | 38.20 | % | $ | 83,159 | 37.38 | % | $ | 80,667 | 38.52 | % | $ | 79,374 | 38.93 | % | $ | 79,573 | 40.75 | % | ||||||||||||||||||||
| Non-residential |
65,446 | 28.28 | 54,969 | 24.71 | 47,900 | 22.87 | 43,734 | 21.45 | 37,905 | 19.41 | ||||||||||||||||||||||||||||||
| Multi-family |
9,051 | 3.91 | 21,784 | 9.79 | 21,157 | 10.10 | 20,851 | 10.23 | 14,625 | 7.49 | ||||||||||||||||||||||||||||||
| Residential construction |
7,657 | 3.31 | 4,327 | 1.94 | 4,618 | 2.20 | 3,680 | 1.80 | 5,489 | 2.81 | ||||||||||||||||||||||||||||||
| Multi-family construction |
— | — | — | — | 16 | 0.01 | — | — | 624 | 0.32 | ||||||||||||||||||||||||||||||
| Non-residential construction |
12,532 | 5.42 | 4,306 | 1.93 | 2,078 | 0.99 | 1,499 | 0.74 | 2,709 | 1.39 | ||||||||||||||||||||||||||||||
| Land |
10,532 | 4.55 | 13,366 | 6.01 | 14,346 | 6.85 | 14,658 | 7.19 | 14,690 | 7.52 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
193,633 | 83.67 | 181,911 | 81.76 | 170,782 | 81.54 | 163,796 | 80.34 | 155,615 | 79.69 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Commercial business |
13,059 | 5.64 | 12,591 | 5.66 | 12,616 | 6.02 | 12,766 | 6.26 | 12,001 | 6.15 | ||||||||||||||||||||||||||||||
| Consumer: |
||||||||||||||||||||||||||||||||||||||||
| Home equity loans and lines of credit |
12,003 | 5.19 | 15,159 | 6.81 | 15,613 | 7.46 | 16,887 | 8.28 | 16,552 | 8.48 | ||||||||||||||||||||||||||||||
| Auto loans |
6,532 | 2.82 | 6,402 | 2.88 | 4,590 | 2.19 | 4,394 | 2.15 | 4,725 | 2.42 | ||||||||||||||||||||||||||||||
| Loans secured by deposits |
1,397 | 0.60 | 1,636 | 0.73 | 1,385 | 0.66 | 1,728 | 0.85 | 1,367 | 0.70 | ||||||||||||||||||||||||||||||
| Consumer finance loans |
2,301 | 1.00 | 2,459 | 1.11 | 2,124 | 1.02 | 1,992 | 0.98 | 1,970 | 1.01 | ||||||||||||||||||||||||||||||
| Other |
2,499 | 1.08 | 2,337 | 1.05 | 2,321 | 1.11 | 2,333 | 1.14 | 3,023 | 1.55 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
24,732 | 10.69 | 27,993 | 12.58 | 26,033 | 12.44 | 27,334 | 13.40 | 27,637 | 14.16 | ||||||||||||||||||||||||||||||
|
|
|
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|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total loans |
231,424 | 100 | % | 222,495 | 100 | % | 209,431 | 100 | % | 203,896 | 100 | % | 195,253 | 100 | % | |||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Less: unearned interest and fees |
(397 | ) | (448 | ) | (362 | ) | (324 | ) | (271 | ) | ||||||||||||||||||||||||||||||
| Less: net deferred loan origination fees |
(389 | ) | (297 | ) | (204 | ) | (221 | ) | (165 | ) | ||||||||||||||||||||||||||||||
| Less: allowance for loan losses |
(4,432 | ) | (4,475 | ) | (4,166 | ) | (3,965 | ) | (3,413 | ) | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Loans receivable, net |
$ | 226,206 | $ | 217,275 | $ | 204,699 | $ | 199,386 | $ | 191,404 | ||||||||||||||||||||||||||||||
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|||||||||||||||||||||||||||||||
29
Loan Maturity
The following table sets forth certain information at December 31, 2013 regarding the dollar amount of loan principal repayments becoming due during the periods indicated. The table does not include any estimate of prepayments which significantly shorten the average life of all loans and may cause our actual repayment experience to differ from that shown below. Demand loans having no stated schedule of repayments and no stated maturity are reported as due in one year or less.
| At December 31, 2013 | ||||||||||||||||||||||||||||
| (Dollars in thousands) |
Residential Real Estate |
Non-residential Real Estate (1) |
Construction (2) |
Land | Commercial Business |
Consumer | Total Loans |
|||||||||||||||||||||
| Amounts due in: |
||||||||||||||||||||||||||||
| One year or less |
$ | 4,093 | $ | 6,308 | $ | 7,427 | $ | 3,383 | $ | 4,035 | $ | 3,751 | $ | 28,997 | ||||||||||||||
| More than one year through two years |
4,218 | 3,997 | 320 | 518 | 1,089 | 2,569 | 12,711 | |||||||||||||||||||||
| More than two years through three years |
4,592 | 20,103 | — | 1,428 | 2,725 | 2,669 | 31,517 | |||||||||||||||||||||
| More than three years through five years |
19,445 | 27,692 | 8,362 | 2,555 | 3,668 | 5,916 | 67,638 | |||||||||||||||||||||
| More than five years through ten years |
5,781 | 9,072 | 4 | 786 | 1,540 | 4,580 | 21,763 | |||||||||||||||||||||
| More than ten years through fifteen years |
8,663 | 2,269 | — | 673 | — | 4,993 | 16,598 | |||||||||||||||||||||
| More than fifteen years |
41,623 | 5,056 | 4,075 | 1,190 | 2 | 254 | 52,200 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total |
$ | 88,415 | $ | 74,497 | $ | 20,188 | $ | 10,533 | $ | 13,059 | $ | 24,732 | $ | 231,424 | ||||||||||||||
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|
|||||||||||||||
| (1) | Includes multi-family real estate loans. |
| (2) | Includes residential real estate construction loans, non-residential real estate construction loans and multi-family real estate construction loans. |
Fixed vs. Adjustable Rate Loans
The following table sets forth the dollar amount of all loans at December 31, 2013 that are due after December 31, 2014, and that have either fixed interest rates or floating or adjustable interest rates. The amounts shown below exclude unearned loan origination fees.
| (In thousands) |
Fixed Rates |
Floating or Adjustable Rates |
Total | |||||||||
| Residential real estate |
$ | 27,263 | $ | 57,059 | $ | 84,322 | ||||||
| Non-residential real estate |
35,276 | 32,913 | 68,189 | |||||||||
| Construction |
8,441 | 4,320 | 12,761 | |||||||||
| Land |
1,801 | 5,349 | 7,150 | |||||||||
| Commercial business |
6,324 | 2,700 | 9,024 | |||||||||
| Consumer |
10,654 | 10,327 | 20,981 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
$ | 89,759 | $ | 112,668 | $ | 202,427 | ||||||
|
|
|
|
|
|
|
|||||||
Most of our adjustable rate loans contain floor rates. Some adjustable rate loan products contain floor rates equal to the initial interest rate on the loan. When market interest rates fall below the floor rate, as has occurred in recent months, loan rates do not adjust further downward. As market interest rates rise in the future, the interest rates on these loans may rise based on the contract rate (index plus the margin) exceeding the initial interest floor rate; however, contract interest rates will only increase when the index plus margin exceed the imposed floor rate.
30
Loan Activity
The following table shows loans originated, purchased and sold during the periods indicated.
| Year Ended December 31, | ||||||||||||
| (In thousands) |
2013 | 2012 | 2011 | |||||||||
| Total loans at beginning of period |
$ | 221,750 | $ | 208,865 | $ | 203,351 | ||||||
|
|
|
|
|
|
|
|||||||
| Loans originated: |
||||||||||||
| Residential real estate |
44,309 | 67,282 | 54,690 | |||||||||
| Non-residential real estate |
17,830 | 13,939 | 16,142 | |||||||||
| Land |
1,915 | 3,444 | 3,019 | |||||||||
| Construction |
22,027 | 10,730 | 8,514 | |||||||||
| Commercial business |
8,650 | 8,462 | 7,564 | |||||||||
| Consumer |
16,428 | 18,839 | 16,338 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total loans originated |
111,159 | 122,696 | 106,267 | |||||||||
|
|
|
|
|
|
|
|||||||
| Loans purchased: |
||||||||||||
| Residential real estate |
— | — | 238 | |||||||||
| Non-residential real estate |
3,927 | — | — | |||||||||
| Construction |
— | — | — | |||||||||
| Commercial business |
— | 10 | 575 | |||||||||
| Consumer |
— | — | — | |||||||||
|
|
|
|
|
|
|
|||||||
| Total loans purchased |
3,927 | 10 | 813 | |||||||||
|
|
|
|
|
|
|
|||||||
| Deduct: |
||||||||||||
| Loan principal repayments |
68,157 | 59,922 | 81,299 | |||||||||
| Loan sales |
38,041 | 49,899 | 20,267 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total repayments and sales |
106,198 | 109,821 | 101,566 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net loan activity |
8,888 | 12,885 | 5,514 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total loans at end of period |
$ | 230,638 | $ | 221,750 | $ | 208,865 | ||||||
|
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|
|
|
|
|||||||
Loan originations come from a number of sources. The primary sources of loan originations are existing customers, walk-in traffic, advertising and referrals from customers. We generally sell in the secondary market long-term fixed-rate residential mortgage loans that we originate. Our decision to sell loans is based on prevailing market interest rate conditions, interest rate management and liquidity needs. Occasionally, we have purchased participation interests in commercial real estate loans to supplement our loan portfolio. We underwrite participation interests using the same underwriting standards for loans that we originate for our portfolio. At December 31, 2013, our participation interests totaled $10.5 million, most of which were secured by properties outside of our primary market area but within a 75-mile radius of it.
Securities
At December 31, 2013, our securities portfolio consisted of securities of U.S. government agencies and corporations, securities of various government-sponsored agencies and of state and municipal governments and mortgage-backed securities issued by Freddie Mac, Fannie Mae and Ginnie Mae. At December 31, 2013, we also held an investment in the common stock of the Federal Home Loan Bank of Cincinnati. A portion of this investment is required in order to collateralize borrowings from the Federal Home Loan Bank of Cincinnati and the investment is periodically increased by stock dividends paid by the Federal Home Loan Bank. Our securities portfolio is used to invest excess funds for increased yield, manage interest rate risk and as collateralization for public unit deposits.
At December 31, 2013, $31.6 million of our securities portfolio was classified as available for sale. In addition, at December 31, 2013, we had $3.6 million of other investments, at cost, which consisted of Federal Home Loan Bank of Cincinnati common stock of $2.9 million and a limited partnership investment of $750,000.
Total securities decreased by $315,000, or 0.9%, for the year ended December 31, 2013 primarily as a result of calls and principal repayments of agency, mortgage-backed, and municipal securities of $8.2 million, $3.1 million, and $460,000, respectively. These items were partially offset by purchases of municipal, mortgage-backed, and agency securities of $6.4 million, $5.1 million, and $1.0 million, respectively. The remaining change in securities was due to mark-to-market adjustments and amortization.
31
We hold no stock in Fannie Mae or Freddie Mac and have not held stock in these entities throughout the periods presented. In addition, for all periods presented, our mortgage-backed and related securities did not include any private label issues or real estate mortgage investment conduits.
At December 31, 2013, we had no investments in securities of an issuer (except for investments in securities issued by the U.S. Government or by U.S. Government agencies and corporations), the aggregate book value of which exceeded 10% of our consolidated stockholders’ equity at that date.
The following table sets forth the amortized costs and fair values of our investment securities at the dates indicated.
| At December 31, | ||||||||||||||||||||||||
| 2013 | 2012 | 2011 | ||||||||||||||||||||||
| (In thousands) |
Amortized Cost |
Fair Value |
Amortized Cost |
Fair Value |
Amortized Cost |
Fair Value |
||||||||||||||||||
| U.S. government agencies and corporations |
$ | 5,825 | $ | 5,746 | $ | 13,234 | $ | 13,351 | $ | 19,495 | $ | 19,733 | ||||||||||||
| States and political subdivisions |
11,351 | 11,197 | 5,436 | 5,822 | 4,995 | 5,279 | ||||||||||||||||||
| Mortgage-backed and related securities |
14,515 | 14,637 | 12,605 | 12,977 | 8,864 | 9,269 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total securities available for sale and held to maturity |
31,691 | 31,580 | 31,275 | 32,150 | 33,354 | 34,281 | ||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Federal Home Loan Bank of Cincinnati common stock |
2,899 | 2,899 | 2,899 | 2,899 | 2,899 | 2,899 | ||||||||||||||||||
| Tenth Street Fund III, L.P. investment |
750 | 750 | 495 | 495 | — | — | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total investments, at cost |
3,649 | 3,649 | 3,394 | 3,394 | 2,899 | 2,899 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 35,340 | $ | 35,229 | $ | 34,669 | $ | 35,544 | $ | 36,253 | $ | 37,180 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
The following table sets forth the activity in our investment securities portfolio during the periods indicated.
| Year Ended December 31, | ||||||||||||
| (In thousands) |
2013 | 2012 | 2011 | |||||||||
| Mortgage-backed and related securities: |
||||||||||||
| Mortgage-backed and related securities, beginning of period (1) |
$ | 12,977 | $ | 9,269 | $ | 6,671 | ||||||
|
|
|
|
|
|
|
|||||||
| Purchases |
5,068 | 6,650 | 4,900 | |||||||||
| Sales |
— | — | — | |||||||||
| Repayments and prepayments |
(3,069 | ) | (2,850 | ) | (2,326 | ) | ||||||
| Increase (decrease) in net unrealized gain |
(339 | ) | (92 | ) | 24 | |||||||
|
|
|
|
|
|
|
|||||||
| Net increase (decrease) in mortgage-backed securities |
1,660 | 3,708 | 2,598 | |||||||||
|
|
|
|
|
|
|
|||||||
| Mortgage-backed and related securities, end of period (1) |
14,637 | 12,977 | 9,269 | |||||||||
|
|
|
|
|
|
|
|||||||
| Investment securities: (excluding mortgage-backed and related securities) |
||||||||||||
| Investment securities, beginning of period (1) |
19,173 | 25,012 | 34,867 | |||||||||
|
|
|
|
|
|
|
|||||||
| Purchases |
7,394 | 5,537 | 8,619 | |||||||||
| Sales |
— | — | (378 | ) | ||||||||
| Maturities |
(8,641 | ) | (11,102 | ) | (18,471 | ) | ||||||
| Increase (decrease) in net unrealized gain |
(983 | ) | (274 | ) | 375 | |||||||
|
|
|
|
|
|
|
|||||||
| Net increase (decrease) in investment securities |
(2,230 | ) | (5,839 | ) | (9,855 | ) | ||||||
|
|
|
|
|
|
|
|||||||
| Investment securities (excluding mortgage-backed and related securities), end of period (1) |
$ | 16,943 | $ | 19,173 | $ | 25,012 | ||||||
|
|
|
|
|
|
|
|||||||
| (1) | At fair value. |
32
The following tables set forth the stated maturities and weighted average yields of securities at December 31, 2013. Weighted average yields on tax-exempt securities are presented on a tax equivalent basis using a federal marginal tax rate of 34.0%. Certain mortgage-backed securities have adjustable interest rates and will reprice annually within the various maturity ranges. These repricing schedules are not reflected in the table below. Weighted average yield calculations on investments available for sale do not give effect to changes in fair value that are reflected as a component of equity.
| One Year or Less |
More than One Year to Five Years |
More than Five Years to Ten Years |
More than Ten Years |
Total | ||||||||||||||||||||||||||||||||||||
| (Dollars in thousands) |
Carrying Value |
Weighted Average Yield |
Carrying Value |
Weighted Average Yield |
Carrying Value |
Weighted Average Yield |
Carrying Value |
Weighted Average Yield |
Carrying Value |
Weighted Average Yield |
||||||||||||||||||||||||||||||
| U.S. government agencies and corporations |
$ | 3,114 | 1.39 | % | $ | 1,252 | 1.64 | % | $ | 1,381 | 1.85 | % | $ | — | — | % | $ | 5,747 | 1.55 | % | ||||||||||||||||||||
| States and political subdivisions |
— | — | 2,417 | 2.28 | 7,468 | 3.12 | 1,312 | 1.93 | 11,197 | 2.80 | ||||||||||||||||||||||||||||||
| Mortgage-backed and related securities |
2,948 | 2.42 | 7,781 | 2.10 | 2,684 | 1.84 | 1,223 | 4.04 | 14,636 | 2.28 | ||||||||||||||||||||||||||||||
| Federal Home Loan Bank of Cincinnati common stock |
— | — | — | — | — | — | 2,899 | 4.19 | 2,899 | 4.19 | ||||||||||||||||||||||||||||||
| Tenth Street Fund III, L.P. investment |
— | — | — | — | — | — | 750 | 6.90 | 750 | 6.90 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||
| Total |
$ | 6,062 | 1.89 | % | $ | 11,450 | 2.09 | % | $ | 11,533 | 2.67 | % | $ | 6,184 | 4.01 | % | $ | 35,229 | 2.58 | % | ||||||||||||||||||||
33
Bank Owned Life Insurance. We invest in bank owned life insurance to provide us with a funding source for our benefit plan obligations. Bank owned life insurance also generally provides us non-interest income that is non-taxable. Federal regulations generally limit our investment in bank owned life insurance to 25% of our Tier 1 capital plus our allowance for loan losses at the time of investment. This investment is accounted for using the cash surrender value method and is recorded at the amount that can be realized under the insurance policies at the balance sheet date. At December 31, 2013 and December 31, 2012, the aggregate cash surrender value of these policies was $9.8 million and $9.5 million, respectively. The increase in bank owned life insurance was primarily due to the increase in cash value.
Deposits. We accept deposits primarily from individuals and businesses who are located in our primary market area or who have a pre-existing lending relationship with us. We rely on competitive pricing, customer service, account features and the location of our branch offices to attract and retain deposits. Deposits serve as the primary source of funds for our lending and investment activities. Deposit accounts offered include individual and business checking accounts, money market accounts, individual NOW accounts, savings accounts and certificates of deposit. Non-interest-bearing accounts consist of free checking and commercial checking accounts.
The following table sets forth the balances of our deposit accounts at the dates indicated.
| At December 31, | ||||||||||||
| (In thousands) |
2013 | 2012 | 2011 | |||||||||
| Non-interest-bearing accounts |
$ | 18,253 | $ | 15,640 | $ | 12,490 | ||||||
| Demand and NOW accounts |
65,299 | 59,560 | 57,222 | |||||||||
| Money market accounts |
51,562 | 49,720 | 49,009 | |||||||||
| Passbook savings accounts |
19,219 | 17,423 | 14,328 | |||||||||
| Certificates of deposit |
93,839 | 91,905 | 91,063 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
$ | 248,172 | $ | 234,248 | $ | 224,112 | ||||||
|
|
|
|
|
|
|
|||||||
Non-interest-bearing accounts increased $2.6 million or 16.7% for the year ended December 31, 2013, and increased $3.1 million or 25.2% for the year ended December 31, 2012. The increase in non-interest-bearing accounts is primarily related to an increase in the number of free and commercial checking accounts as a result of marketing programs.
Demand deposit and NOW accounts increased $5.7 million or 9.6% for the year ended December 31, 2013, and increased $2.3 million or 4.1% for the year ended December 31, 2012. The increase in demand deposit and NOW accounts at December 31, 2013 is primarily due to an increase in senior checking accounts as a result of marketing programs and the popularity of the Bank’s senior travel program.
Money market accounts increased $1.8 million or 3.7% for the year ended December 31, 2013, and increased $711,000 or 1.5% for the year ended December 31, 2012. The primary reason for the increase in money market accounts for 2013 was customer’s placement of funds in liquid deposits due to the continued low interest rate environment.
Passbook savings accounts increased $1.8 million or 10.3% for the year ended December 31, 2013, and increased $3.1 million or 21.6% for the year ended December 31, 2012. The primary reason for the increase in passbook savings accounts was customer’s placement of funds in liquid deposits due to the continued low interest rate environment.
Certificates of deposit increased $1.9 million or 2.1% for the year ended December 31, 2013, and increased by $842,000 or 0.9% during the year ended December 31, 2012. The increase in certificates of deposit is primarily due to interest crediting to customer’s accounts as well as increased marketing efforts.
34
The following table indicates the amount of jumbo certificates of deposit by time remaining until maturity at December 31, 2013, none of which are brokered deposits. Jumbo certificates of deposit require minimum deposits of $100,000.
| Maturity Period |
Amount | |||
| (In thousands) | ||||
| Three months or less |
$ | 4,762 | ||
| Over three through six months |
4,948 | |||
| Over six through twelve months |
6,432 | |||
| Over twelve months |
31,105 | |||
|
|
|
|||
| Total |
$ | 47,247 | ||
|
|
|
|||
The following table sets forth time deposits classified by rates at the dates indicated.
| At December 31, | ||||||||||||
| (Dollars in thousands) |
2013 | 2012 | 2011 | |||||||||
| 0.00—1.00% |
$ | 38,876 | $ | 29,341 | $ | 26,174 | ||||||
| 1.01—2.00% |
20,312 | 13,013 | 6,098 | |||||||||
| 2.01—3.00% |
20,109 | 29,213 | 28,758 | |||||||||
| 3.01—4.00% |
14,195 | 18,064 | 18,298 | |||||||||
| 4.01—5.00% |
277 | 1,842 | 4,844 | |||||||||
| 5.01—6.00% |
— | 356 | 6,816 | |||||||||
| 6.01—7.00% |
— | — | — | |||||||||
| 7.01—8.00% |
— | — | — | |||||||||
| 8.01—9.00% |
70 | 75 | 75 | |||||||||
|
|
|
|
|
|
|
|||||||
| Total |
$ | 93,839 | $ | 91,904 | $ | 91,063 | ||||||
|
|
|
|
|
|
|
|||||||
The following table sets forth the amount and maturities of time deposits at December 31, 2013.
| Amount Due | ||||||||||||||||||||||||
| (Dollars in thousands) |
Less Than One Year |
More Than One Year to Two Years |
More Than Two Years to Three Years |
More Than Three Years |
Total | Percent of Total Time Deposit Accounts |
||||||||||||||||||
| 0.00—1.00% |
$ | 21,625 | $ | 11,340 | $ | 2,328 | $ | 3,583 | $ | 38,876 | 41.43 | % | ||||||||||||
| 1.01—2.00% |
9,554 | 8,908 | 959 | 891 | 20,312 | 21.64 | ||||||||||||||||||
| 2.01—3.00% |
1,626 | 6,713 | 8,206 | 3,564 | 20,109 | 21.43 | ||||||||||||||||||
| 3.01—4.00% |
3,578 | 10,617 | — | — | 14,195 | 15.13 | ||||||||||||||||||
| 4.01—5.00% |
277 | — | — | — | 277 | 0.30 | ||||||||||||||||||
| 5.01—6.00% |
— | — | — | — | — | — | ||||||||||||||||||
| 6.01—7.00% |
— | — | — | — | — | — | ||||||||||||||||||
| 7.01—8.00% |
— | — | — | — | — | — | ||||||||||||||||||
| 8.01—9.00% |
— | — | 70 | — | 70 | 0.07 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 36,660 | $ | 37,578 | $ | 11,563 | $ | 8,038 | $ | 93,839 | 100.00 | % | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
The following table sets forth deposit activity for the periods indicated.
| Year Ended December 31, | ||||||||||||
| (In thousands) |
2013 | 2012 | 2011 | |||||||||
| Beginning balance |
$ | 234,248 | $ | 224,112 | $ | 215,687 | ||||||
|
|
|
|
|
|
|
|||||||
| Increase before interest credited |
11,943 | 8,113 | 5,998 | |||||||||
| Interest credited |
1,982 | 2,023 | 2,427 | |||||||||
|
|
|
|
|
|
|
|||||||
| Net increase in deposits |
13,924 | 10,136 | 8,425 | |||||||||
|
|
|
|
|
|
|
|||||||
| Ending balance |
$ | 248,172 | $ | 234,248 | $ | 224,112 | ||||||
|
|
|
|
|
|
|
|||||||
35
Borrowings. We use borrowings from the Federal Home Loan Bank of Cincinnati and repurchase agreements to supplement our supply of funds for loans and investments and for interest rate risk management.
| Year Ended December 31, | ||||||||||||
| (Dollars in thousands) |
2013 | 2012 | 2011 | |||||||||
| Maximum balance outstanding at any month-end during period: |
||||||||||||
| Federal Home Loan Bank advances |
$ | 3,000 | $ | 3,089 | $ | 8,204 | ||||||
| Securities sold under agreements to repurchase |
1,949 | 2,436 | 2,265 | |||||||||
| Average balance outstanding during period: |
||||||||||||
| Federal Home Loan bank advances |
$ | 1,804 | $ | 3,038 | $ | 7,714 | ||||||
| Securities sold under agreements to repurchase |
1,528 | 1,888 | 1,868 | |||||||||
| Weighted average interest rate during period: |
||||||||||||
| Federal Home Loan bank advances |
4.34 | % | 4.32 | % | 4.36 | % | ||||||
| Securities sold under agreements to repurchase |
0.10 | % | 0.10 | % | 0.10 | % | ||||||
| Balance outstanding at end of period: |
||||||||||||
| Federal Home Loan bank advances |
$ | — | $ | 3,000 | $ | 3,099 | ||||||
| Securities sold under agreements to repurchase |
1,304 | 2,110 | 2,265 | |||||||||
| Weighted average interest rate at end of period: |
||||||||||||
| Federal Home Loan bank advances |
— | % | 4.33 | % | 4.31 | % | ||||||
| Securities sold under agreements to repurchase |
0.10 | % | 0.10 | % | 0.10 | % | ||||||
|
|
|
|
|
|
|
|||||||
Results of Operations for the Years Ended December 31, 2013 and 2012
Overview. Net income decreased $291,000, or 11.2%, to $2.3 million for the year ended December 31, 2013, compared to $2.6 million for the year ended December 31, 2012. Our primary source of income during each of the years ended December 31, 2013 and 2012 was net interest income, which decreased from $11.8 million for the year ended December 31, 2012 to $11.6 million for the year ended December 31, 2013.
Net Interest Income. Net interest income decreased by $272,000, or 2.3%, to $11.6 million for the year ended December 31, 2013, as compared to $11.8 million for the year ended December 31, 2012. Total interest income decreased by $776,000, or 5.4%, and loan interest income decreased by $624,000, or 4.6%, during the year ended December 31, 2013, due primarily to repricing throughout the year to lower market interest rates. Total interest expense decreased by $504,000, or 19.1%, during the year ended December 31, 2013, while average interest-bearing liabilities increased $3.3 million, or 1.5%. The primary reason for the decrease in interest expense was repricing of deposits throughout the year to lower market interest rates.
Provision for Loan Losses. The provision for loan losses was $316,000 for the year ended December 31, 2013, as compared to $1.1 million for the year ended December 31, 2012. The decrease in the provision was primarily attributable to a decrease in net charge offs period over period.
Non-performing loans increased $173,000 from $3.9 million at December 31, 2012 to $4.1 million at December 31, 2013. Non-performing residential mortgage, commercial real estate and multifamily, commercial, and consumer loans increased $152,000, $96,000, $47,000, and $30,000, respectively, while non-performing construction and land loans decreased $152,000. The balance of non-performing loans at December 31, 2013, includes nonaccrual loans of $4.0 million. Residential mortgage loans of $20,000 were over 90 days past due but still accruing interest at December 31, 2013. The balance of nonaccrual loans at December 31, 2013 consists of $2.4 million in residential mortgage loans, $1.4 million in construction and land loans, $96,000 in commercial real estate and multifamily loans, $57,000 in consumer loans, and $47,000 in commercial loans.
Net charge-offs were $360,000 for the year ended December 31, 2013, compared to $771,000 for the year ended December 31, 2012. Charge-offs totaling $594,000 were recorded during the year ended December 31, 2013, in connection with residential mortgage loans ($195,000), construction and land loans ($97,000), and consumer loans ($302,000).
The allowance for loan losses was $4.4 million at December 31, 2013. Management has deemed this amount as adequate at that date based on its best estimate of probable known and inherent loan losses at that date.
36
Average Balances and Yields
The following tables present information regarding average balances of assets and liabilities, the total dollar amounts of interest income and dividends from average interest-earning assets, the total dollar amounts of interest expense on average interest-bearing liabilities, and the resulting annualized average yields and costs. The yields and costs for the periods indicated are derived by dividing income or expense by the average balances of assets or liabilities, respectively, for the periods presented. Average balances have been calculated using daily balances. Nonaccrual loans are included in average balances only. Loan fees are included in interest income on loans and are not material. Tax exempt income on loans and on investment and mortgage-backed securities has been calculated on a tax equivalent basis using a federal marginal tax rate of 34.0%.
| Year Ended December 31, | ||||||||||||||||||||||||||||||||||||
| 2013 | 2012 | 2011 | ||||||||||||||||||||||||||||||||||
| (Dollars in thousands) |
Average Balance |
Interest and Dividends |
Yield/ Cost |
Average Balance |
Interest and Dividends |
Yield/ Cost |
Average Balance |
Interest and Dividends |
Yield/ Cost |
|||||||||||||||||||||||||||
| Assets: |
||||||||||||||||||||||||||||||||||||
| Interest-bearing deposits at other financial institutions |
$ | 24,332 | $ | 62 | 0.25 | % | $ | 20,420 | $ | 51 | 0.25 | % | $ | 14,732 | $ | 40 | 0.27 | % | ||||||||||||||||||
| Loans |
218,287 | 12,794 | 5.86 | 211,183 | 13,418 | 6.35 | 201,425 | 13,297 | 6.60 | |||||||||||||||||||||||||||
| Investment securities |
20,764 | 571 | 2.75 | 24,578 | 662 | 2.70 | 35,672 | 992 | 2.78 | |||||||||||||||||||||||||||
| Mortgage-backed and related securities |
12,463 | 271 | 2.18 | 12,977 | 337 | 2.60 | 8,389 | 310 | 3.70 | |||||||||||||||||||||||||||
| Other interest-earning assets |
— | — | — | 2,176 | 6 | 0.26 | 2,729 | 7 | 0.25 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total interest-earning assets |
275,846 | 13,698 | 4.97 | 271,334 | 14,474 | 5.33 | 262,947 | 14,646 | 5.57 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Non-interest-earning assets |
20,326 | 20,394 | 20,978 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Total assets |
$ | 296,172 | $ | 291,728 | $ | 283,925 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Liabilities and equity: |
||||||||||||||||||||||||||||||||||||
| Demand and NOW accounts |
$ | 60,946 | $ | 114 | 0.19 | % | $ | 62,974 | $ | 190 | 0.30 | % | $ | 52,876 | $ | 227 | 0.43 | % | ||||||||||||||||||
| Money market accounts |
51,126 | 248 | 0.49 | 47,388 | 225 | 0.48 | 49,169 | 312 | 0.64 | |||||||||||||||||||||||||||
| Passbook savings accounts |
18,674 | 22 | 0.12 | 16,469 | 21 | 0.13 | 13,925 | 19 | 0.14 | |||||||||||||||||||||||||||
| Certificates of deposit |
92,597 | 1,670 | 1.80 | 91,539 | 2,069 | 2.26 | 92,940 | 2,441 | 2.63 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total interest-bearing deposits |
223,343 | 2,054 | 0.92 | 218,370 | 2,505 | 1.15 | 208,910 | 2,999 | 1.44 | |||||||||||||||||||||||||||
| Federal Home Loan Bank advances |
1,804 | 78 | 4.34 | 3,038 | 131 | 4.32 | 7,715 | 337 | 4.36 | |||||||||||||||||||||||||||
| Securities sold under agreements to repurchase |
1,528 | 2 | 0.10 | 1,888 | 2 | 0.10 | 1,868 | 2 | 0.10 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||||||||||
| Total interest-bearing liabilities |
226,675 | 2,134 | 0.94 | 223,296 | 2,638 | 1.18 | 218,493 | 3,338 | 1.53 | |||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Non-interest-bearing deposits |
20,944 | 14,604 | 11,276 | |||||||||||||||||||||||||||||||||
| Other non-interest-bearing liabilities |
4,367 | 4,063 | 4,011 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Total liabilities |
251,986 | 241,963 | 233,780 | |||||||||||||||||||||||||||||||||
| Total equity |
44,186 | 49,765 | 50,145 | |||||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Total liabilities and equity |
$ | 296,172 | $ | 291,728 | $ | 283,925 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Net interest income |
$ | 11,564 | $ | 11,836 | $ | 11,308 | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
| Interest rate spread |
4.03 | 4.15 | 4.04 | |||||||||||||||||||||||||||||||||
| Net interest margin |
4.19 | 4.36 | 4.30 | |||||||||||||||||||||||||||||||||
| Average interest-earning assets to average interest-bearing liabilities |
121.69 | % | 121.51 | % | 120.35 | % | ||||||||||||||||||||||||||||||
|
|
|
|
|
|
|
|||||||||||||||||||||||||||||||
37
Rate/Volume Analysis. The following table sets forth the effects of changing rates and volumes on our net interest income. The rate column shows the effects attributable to changes in rate (changes in rate multiplied by prior volume). The volume column shows the effects attributable to changes in volume (changes in volume multiplied by prior rate). The net column represents the sum of the prior columns. Changes attributable to changes in both rate and volume have been allocated proportionally based on the absolute dollar amounts of change in each.
| Year Ended December 31, 2013 Compared to Year Ended December 31, 2012 |
Year Ended December 31, 2012 Compared to Year Ended December 31, 2011 |
|||||||||||||||||||||||
| Increase (Decrease) Due to |
Increase (Decrease) Due to |
|||||||||||||||||||||||
| (In thousands) |
Volume | Rate | Net | Volume | Rate | Net | ||||||||||||||||||
| Interest income: |
||||||||||||||||||||||||
| Interest-bearing deposits at other financial institutions |
$ | 10 | $ | 1 | $ | 11 | $ | 15 | $ | (4 | ) | $ | 11 | |||||||||||
| Loans receivable |
451 | (1,074 | ) | (623 | ) | 644 | (523 | ) | 121 | |||||||||||||||
| Investment securities |
(103 | ) | 11 | (92 | ) | (308 | ) | (22 | ) | (330 | ) | |||||||||||||
| Mortgage-backed and related securities |
(13 | ) | (53 | ) | (66 | ) | 170 | (143 | ) | 27 | ||||||||||||||
| Other interest-earning assets |
(6 | ) | — | (6 | ) | (1 | ) | — | (1 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total interest-earning assets |
339 | (1,115 | ) | (776 | ) | 520 | (692 | ) | (172 | ) | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Interest expense: |
||||||||||||||||||||||||
| Deposits |
39 | (490 | ) | (451 | ) | (1 | ) | (493 | ) | (494 | ) | |||||||||||||
| Federal Home Loan Bank advances |
(53 | ) | — | (53 | ) | (204 | ) | (2 | ) | (206 | ) | |||||||||||||
| Securities sold under agreement to repurchase |
— | — | — | — | — | — | ||||||||||||||||||
| Total interest-bearing liabilities |
(14 | ) | (490 | ) | (504 | ) | (205 | ) | (495 | ) | (700 | ) | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Net increase (decrease) in interest income |
$ | 353 | $ | (625 | ) | $ | (272 | ) | $ | 725 | $ | (197 | ) | $ | 528 | |||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Non-interest Income. Total non-interest income was $5.2 and $5.3 for the years ended December 31, 2013 and 2012, respectively. During the year ended December 31, 2013, total non-interest income decreased $140,000, or 2.6%, as compared to the year ended December 31, 2012, primarily due to decreases in fees related to the origination and servicing of mortgage loans on the secondary market and income related to non-sufficient funds charges on deposit accounts of $319,000 and $184,000, respectively. These decreases were partially offset by increases in income related to investment sales commissions, debit card usage income, and income from other deposit related fees of $183,000, $109,000, and $80,000, respectively. All other non-interest income decreased $9,000, net.
Income related to the origination, sale and servicing of mortgage loans on the secondary market decreased primarily due to decreased volume of these loans during the year ended December 31, 2013 as compared to the year ended December 31, 2012. The decreased volume is primarily a result of an increase in market rates period over period. The decrease in income related to non-sufficient funds charges on deposit accounts is primarily due to Bank policy changes implemented during 2012 that limit the number of daily non-sufficient funds charges. The Bank has also broadened its efforts to discontinue overdraft privileges for accounts with a history of excessive usage.
Income from investment sales commissions increased primarily due to increased sales of investment products resulting from a partial recovery of investment markets and customers seeking higher yielding investment alternatives in the continued low rate environment. Income related to debit card usage increased primarily due to increased efforts to encourage customers to use debit cards as opposed to checks combined with an increase in the number of these accounts. Income from other deposit related fees increased primarily due to a restructuring of deposit accounts which requires customers to pay a small fee for paper statements.
Non-interest Expense. Non-interest expense increased by $1.2 million, or 10.2%, to $13.1 million for the year ended December 31, 2013 as compared to $11.9 million for the year ended December 31, 2012. The primary factors effecting the change were increases in expenses related to salary and employee benefits, data processing, occupancy and equipment, and advertising and other expenses of $570,000, $284,000, $168,000, and $129,000, respectively. Salary and benefits expenses increased primarily because of an increase in the total number of employees. The increase in data processing expense was due to a combination of increased debit card transactions and certain costs resulting from the Bank’s conversion to a new core processing system. The primary reason for the increase in occupancy and equipment expense was increased technology maintenance costs as well as additional
38
depreciation expense on purchases of computer hardware. Advertising and other expenses increased primarily due to additional costs arising from the Bank’s transition to a new core processing system as well as an offsetting gain on the sale of foreclosed real-estate during 2012, which was not repeated in 2013. The remaining $58,000 increase in non-interest expense was due to an increase in federal deposit insurance premiums.
Income Tax Expense. Income tax expense for the year ended December 31, 2013, was $1.0 million compared to $1.6 million for the year ended December 31, 2012. The decrease in income tax expense was due primarily to the decrease in taxable income year over year.
Total Comprehensive Income. Total comprehensive income for the periods presented consists of net income and the change in unrealized gains (losses) on securities available for sale, net of tax. Total comprehensive income was $1.7 million and $2.6 million for the years ended December 31, 2013 and 2012, respectively. The decrease in total comprehensive income resulted from a $291,000 decrease in net income and a $578,000 increase in unrealized losses on securities available for sale, net of tax.
Risk Management
Overview. Managing risk is an essential part of successfully managing a financial institution. Our most prominent risk exposures are credit risk, interest rate risk and market risk. Credit risk is the risk of not collecting the interest and/or the principal balance of a loan or investment when it is due. Interest rate risk is the potential reduction of interest income as a result of changes in interest rates. Market risk arises from fluctuations in interest rates that may result in changes in the values of financial instruments, such as available-for-sale securities that are accounted for on a mark-to-market basis. Other risks that we face are operational risk, liquidity risks and reputation risk. Operational risks include risks related to fraud, regulatory compliance, processing errors, technology and disaster recovery. Liquidity risk is the possible inability to fund obligations to depositors, lenders or borrowers. Reputation risk is the risk that negative publicity or press, whether true or not, could cause a decline in our customer base or revenue.
Credit Risk Management. Our strategy for credit risk management focuses on having well-defined credit policies and uniform underwriting criteria and providing prompt attention to potential problem loans. We do not offer, and have not offered, Alt-A, sub-prime or no-documentation mortgage loans.
When a borrower fails to make a required loan payment, we take a number of steps to have the borrower cure the delinquency and restore the loan to current status. When the loan becomes 15 day past due, a late notice is sent to the borrower. When the loan becomes 30 days past due, a more formal letter is sent. Between 15 and 30 days past due, telephone calls are also made to the borrower. After 30 days, we regard the borrower in default. At 60 days delinquent, the borrower may be sent a letter from our attorney and we may commence collection proceedings. If a foreclosure action is instituted and the loan is not brought current, paid in full, or refinanced before the foreclosure sale, the real property securing the loan generally is sold at foreclosure. Generally, when a consumer loan becomes 60 days past due, we institute collection proceedings and attempt to repossess any personal property that secures the loan. Management informs the board of directors monthly of the amount of loans delinquent more than 30 days, all loans in foreclosure and repossessed property that we own.
Analysis of Non-performing and Classified Assets. We consider repossessed assets and loans that are 90 days or more past due to be non-performing assets. Loans are generally placed on nonaccrual status when they become 90 days delinquent at which time the accrual of interest ceases and the allowance for any uncollectible accrued interest is established and charged against operations. Typically, payments received on a nonaccrual loan are first applied to the outstanding principal balance.
Real estate that we acquire as a result of foreclosure or by deed-in-lieu of foreclosure is classified as real estate owned until it is sold. When property is acquired it is recorded at the lower of its cost, which is the unpaid balance of the loan plus foreclosure costs, or fair market value at the date of foreclosure. Any holding costs and declines in fair value after acquisition of the property result in charges against income.
39
The following table provides information with respect to our non-performing assets at the dates indicated.
| At December 31, | ||||||||||||||||||||
| (Dollars in thousands) |
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
| Non-accrual loans: |
||||||||||||||||||||
| Residential real estate |
$ | 2,440 | $ | 2,288 | $ | 1,447 | $ | 569 | $ | 1,377 | ||||||||||
| Non-residential real estate |
96 | — | — | 273 | 410 | |||||||||||||||
| Construction |
1,403 | 1,555 | 1,748 | 974 | — | |||||||||||||||
| Commercial business |
47 | — | — | 38 | 36 | |||||||||||||||
| Consumer |
57 | 27 | 59 | 58 | 174 | |||||||||||||||
|
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|
|
|
|
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|
|
|
|
|||||||||||
| Total |
4,043 | 3,870 | 3,254 | 1,912 | 1,997 | |||||||||||||||
| Accruing loans past due 90 days or more: |
||||||||||||||||||||
| Residential real estate |
20 | 10 | 21 | 64 | 1 | |||||||||||||||
| Non-residential real estate |
— | — | — | 54 | — | |||||||||||||||
| Construction |
— | — | — | — | — | |||||||||||||||
| Commercial business |
— | — | — | — | — | |||||||||||||||
| Consumer |
27 | 18 | 24 | 9 | 15 | |||||||||||||||
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|
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|
|
|
|
|||||||||||
| Total |
47 | 28 | 45 | 127 | 16 | |||||||||||||||
| Total of non-accrual and 90 days or more past due loans |
4,090 | 3,898 | 3,299 | 2,039 | 2,013 | |||||||||||||||
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|||||||||||
| Real estate owned |
413 | 509 | 526 | 1,087 | 779 | |||||||||||||||
| Other non-performing assets |
8 | 37 | 11 | 16 | 10 | |||||||||||||||
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|
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|
|||||||||||
| Total non-performing assets |
4,511 | 4,444 | 3,836 | 3,142 | 2,802 | |||||||||||||||
| Troubled debt restructurings |
4,134 | (1) | 5,232 | (1) | 6,808 | (1) | 6,057 | (1) | 3,515 | (1) | ||||||||||
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|||||||||||
| Troubled debt restructurings and total non-performing assets |
$ | 7,975 | $ | 9,257 | $ | 9,974 | $ | 8,878 | $ | 6,317 | ||||||||||
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|
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|
|||||||||||
| Total non-performing loans to total loans |
1.77 | % | 1.76 | % | 1.58 | % | 1.00 | % | 1.03 | % | ||||||||||
| Total non-performing loans to total assets |
1.39 | % | 1.34 | % | 1.16 | % | 0.73 | % | 0.73 | % | ||||||||||
| Total non-performing assets and troubled debt restructurings to total assets |
2.71 | % | 3.17 | % | 3.52 | % | 3.19 | % | 2.28 | % | ||||||||||
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|||||||||||
| (1) | Troubled debt restructurings include $670,000, $419,000, $670,000, $321,000 and $112,000 in non-accrual loans at December 31, 2013, 2012, 2011, 2010 and 2009, respectively, which are also included in non-accrual loans at those respective dates. |
We periodically modify loans to extend the term or make other concessions to help borrowers stay current on their loan and to avoid foreclosure. We do not forgive principal or interest on loans or modify the interest rates on loans to rates that are below market rates. At December 31, 2013, we had $4.1 million of these modified loans, which are also referred to as troubled debt restructurings, as compared to $5.2 million at December 31, 2012. At December 31, 2013, $374,000 of the total $4.1 million of troubled debt restructurings were not current and $670,000 were on non-accrual status and included in the non-accrual amounts in the table above. See Note 5 to the notes to the consolidated financial statements for additional information.
Interest income that would have been recorded for the year ended December 31, 2013, and the year ended December 31, 2012, had non-accruing loans and troubled debt restructurings been current according to their original terms, amounted to $363,000 and $94,000, respectively. Interest income of $207,000 and $366,000 related to non-accrual loans and troubled debt restructurings was included in interest income for the year ended December 31, 2013, and the year ended December 31, 2012, respectively.
Federal regulations require us to review and classify our assets on a regular basis. In addition, the Office of the Comptroller of the Currency has the authority to identify problem assets and, if appropriate, require them to be classified. There are three classifications for problem assets; substandard, doubtful and loss. “Substandard assets” must have one or more defined weakness and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. “Doubtful assets” have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified “loss” is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. The regulations also provide for a “special mention” category, described as assets which do not currently expose an institution to a sufficient degree of risk to warrant classification but do possess credit deficiencies or potential weaknesses deserving close attention. When we classify an asset as substandard or doubtful we may establish a specific allowance for loan losses. If we classify an asset as loss, we charge off an amount equal to 100% of the portion of the asset classified loss.
40
The following table shows the aggregate amounts of our classified assets at the dates indicated.
| At December 31, | ||||||||||||
| (In thousands) |
2013 | 2012 | 2011 | |||||||||
| Special mention assets |
$ | 3,429 | $ | 1,808 | $ | 1,690 | ||||||
| Substandard assets |
10,316 | 11,879 | 13,715 | |||||||||
| Doubtful assets |
— | — | — | |||||||||
| Loss assets |
— | — | — | |||||||||
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|
|
|
|||||||
| Total classified assets |
$ | 13,745 | $ | 13,687 | $ | 15,405 | ||||||
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|||||||
Classified assets include loans that are classified due to factors other than payment delinquencies, such as lack of current financial statements and other required documentation, insufficient cash flows or other deficiencies, and, therefore are not included as non-performing assets. Other than as disclosed in the above tables, there are no other loans where management has serious doubts about the ability of the borrowers to comply with the present loan repayment terms.
Delinquencies. The following table provides information about delinquencies (excluding non-accrual loans) in our loan portfolio at the dates indicated.
| At December 31, 2013 | ||||||||||||||||
| 30-89 Days | 90 Days or More | |||||||||||||||
| (Dollars in thousands) |
Number of Loans |
Principal Balance of Loans |
Number of Loans |
Principal Balance of Loans |
||||||||||||
| Residential real estate |
11 | $ | 916 | 1 | $ | 20 | ||||||||||
| Non-residential real estate |
— | — | — | — | ||||||||||||
| Construction |
4 | 381 | — | — | ||||||||||||
| Commercial business |
1 | 24 | — | — | ||||||||||||
| Consumer |
55 | 342 | 5 | 27 | ||||||||||||
|
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|
|
|
|
|
|
|||||||||
| Total |
71 | $ | 1,663 | 6 | $ | 47 | ||||||||||
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|
|
|
|
|||||||||
| At December 31, | ||||||||||||||||||||||||||||||||
| 2012 | 2011 | |||||||||||||||||||||||||||||||
| 30-89 Days | 90 Days or More | 30-89 Days | 90 Days or More | |||||||||||||||||||||||||||||
| (Dollars in thousands) |
Number of Loans |
Principal Balance of Loans |
Number of Loans |
Principal Balance of Loans |
Number of Loans |
Principal Balance of Loans |
Number of Loans |
Principal Balance of Loans |
||||||||||||||||||||||||
| Residential real estate |
4 | $ | 108 | 1 | $ | 10 | 10 | $ | 753 | 1 | $ | 21 | ||||||||||||||||||||
| Non-residential real estate |
1 | 99 | — | — | 1 | 163 | — | — | ||||||||||||||||||||||||
| Construction |
2 | 1,704 | — | — | — | — | — | — | ||||||||||||||||||||||||
| Commercial business |
— | — | — | — | — | — | — | — | ||||||||||||||||||||||||
| Consumer |
39 | 183 | 4 | 18 | 39 | 277 | 10 | 24 | ||||||||||||||||||||||||
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|
|
|
|
|
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|
|
|
|
|
|||||||||||||||||
| Total |
46 | $ | 2,094 | 5 | $ | 28 | 50 | $ | 1,193 | 11 | $ | 45 | ||||||||||||||||||||
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|||||||||||||||||
Analysis and Determination of the Allowance for Loan Losses
The allowance for loan losses is a valuation allowance for probable losses inherent in the loan portfolio. We evaluate the need to establish allowances against losses on loans on a monthly basis. When additional allowances are necessary, a provision for loan losses is charged to earnings. Our methodology for assessing the appropriateness of the allowance for loan losses is reviewed periodically by the board of directors. The board of directors also reviews the allowance for loan losses established on a quarterly basis.
General Valuation Allowance. We establish a general valuation allowance for loans that should be adequate to reserve for the estimated credit losses inherent in each segment of our loan portfolio, given the facts and circumstances as of the valuation date for all loans in the portfolio that have not been classified. The allowance is based on our average annual rate of net charge offs experienced over the previous three years on each segment of the
41
portfolio and is adjusted for current qualitative factors. If historical loss data is not available for a segment, the estimates used will be no less than the industry average for that segment. For purposes of determining the estimated credit losses, the loan portfolio is segmented as follows: (i) residential real estate loans (one- to four-family); (ii) commercial real estate loans; (iii) commercial loans (secured); (iv) commercial loans (unsecured and leases); and (v) consumer loans. Qualitative factors that are considered in determining the adequacy of the allowance for loan losses are as follows: (i) trends of delinquent and non-accrual loans; (ii) economic factors; (iii) concentrations of credit; (iv) changes in the nature and volume of the loan portfolio; and (v) changes in lending staff and loan policies.
Specific Valuation Allowance. In accordance with Accounting Standards Codification Topic 310, “Receivables” all adversely classified loans meeting the following loan balance thresholds will be individually reviewed: (i) residential loans greater than $100,000; (ii) commercial real estate loans and land loans greater than $50,000; (iii) consumer loans greater than $25,000; and (iv) all other commercial loans. Any portion of the recorded investment in excess of the fair value of the collateral that can be identified as uncollectible will be charged off against the allowance for loan losses.
We establish a specific allowance for loan losses for 100% of the assets or portions thereof classified as loss. The amount of the loss will be the excess of the recorded investment in the loan over the fair value of collateral estimated on the date that a probable loss is identified. Lending management will use updated appraisals, National Automobile Dealers Association values, or other prudent sources for determining collateral value.
All other adversely classified loans as well as special mention and watch loans will be reviewed in accordance with Accounting Standards Codification Topic 450, “Contingencies.” Our historical loss experience in each category of loans will be utilized in determining the allowance for that group. The loss history will be based on the average actual loss sustained. If we have not experienced any losses in a particular category, the factor will be determined from either the loss history of a reasonably similar category or the peer group industry average. The determined loss factor in each loan category may be adjusted for qualitative factors as determined by management.
Unallocated Valuation Allowance. Our allowance for loan losses methodology also includes an unallocated component to reflect the margin of imprecision inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the loan portfolio.
42
The following table sets forth the breakdown of the allowance for loan losses by loan category at the dates indicated.
| At December 31, | ||||||||||||||||||||||||
| 2013 | 2012 | |||||||||||||||||||||||
| (Dollars in thousands) |
Amount | % of Allowance to Total Allowance |
% of Loans in Category to Total Loans |
Amount | % of Allowance to Total Allowance |
% of Loans in Category to Total Loans |
||||||||||||||||||
| Residential real estate |
$ | 1,442 | 32.55 | % | 38.20 | % | $ | 1,349 | 30.14 | % | 37.38 | % | ||||||||||||
| Non-residential real estate (1) |
2,066 | 46.61 | 45.47 | 1,894 | 42.32 | 44.38 | ||||||||||||||||||
| Commercial business |
332 | 7.49 | 5.64 | 686 | 15.33 | 5.66 | ||||||||||||||||||
| Consumer |
531 | 11.97 | 10.69 | 545 | 12.19 | 12.58 | ||||||||||||||||||
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|
|
|
|
|
|
|
|
|
|
|
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| Total |
4,371 | 98.62 | 100.00 | % | 4,474 | 99.98 | 100.00 | % | ||||||||||||||||
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|
|
|
|||||||||||||||||||||
| Unallocated |
61 | 1.38 | 1 | 0.02 | ||||||||||||||||||||
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|
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|
|||||||||||||||||
| Total allowance for loan losses |
$ | 4,432 | 100.00 | % | $ | 4,475 | 100.00 | % | ||||||||||||||||
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| At December 31, | ||||||||||||||||||||||||||||||||||||
| 2011 | 2010 | 2009 | ||||||||||||||||||||||||||||||||||
| (Dollars in thousands) |
Amount | % of Allowance to Total Allowance |
% of Loans in Category to Total Loans |
Amount | % of Allowance to Total Allowance |
% of Loans in Category to Total Loans |
Amount | % of Allowance to Total Allowance |
% of Loans in Category to Total Loans |
|||||||||||||||||||||||||||
| Residential real estate |
$ | 1,345 | 32.28 | % | 38.65 | % | $ | 1,064 | 26.83 | % | 49.09 | % | $ | 986 | 28.90 | % | 52.11 | % | ||||||||||||||||||
| Non-residential real estate (1) |
1,688 | 40.52 | 42.89 | 2,033 | 51.27 | 39.67 | 1,279 | 37.47 | 36.18 | |||||||||||||||||||||||||||
| Commercial business |
565 | 13.56 | 6.03 | 524 | 13.22 | 6.27 | 605 | 17.73 | 6.16 | |||||||||||||||||||||||||||
| Consumer |
541 | 12.99 | 12.43 | 319 | 8.05 | 4.97 | 512 | 15.00 | 5.55 | |||||||||||||||||||||||||||
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|
|
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|
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|
|
|
|
|
|||||||||||||||||||
| Total |
4,139 | 99.35 | 100.00 | % | 3,940 | 99.37 | 100.00 | % | 3,382 | 99.10 | 100.00 | % | ||||||||||||||||||||||||
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|
|
|
|
|
|||||||||||||||||||||||||||||||
| Unallocated |
27 | 0.65 | 25 | 0.63 | 31 | 0.90 | ||||||||||||||||||||||||||||||
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|
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| Total allowance for loan losses |
$ | 4,166 | 100.00 | % | $ | 3,965 | 100.00 | % | $ | 3,413 | 100.00 | % | ||||||||||||||||||||||||
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| (1) | Includes construction loans. |
Although we believe that we use the best information available to establish the allowance for loan losses, future adjustments to the allowance for loan losses may be necessary and our results of operations could be adversely affected if circumstances differ substantially from the assumptions used in making the determinations. Furthermore, while we believe we have established our allowance for loan losses in conformity with generally accepted accounting principles, there can be no assurance that the Office of the Comptroller of the Currency, in reviewing our loan portfolio, will not require us to increase our allowance for loan losses. The Office of the Comptroller of the Currency may require us to increase our allowance for loan losses based on judgments different from ours. In addition, because future events affecting borrowers and collateral cannot be predicted with certainty, there can be no assurance that the existing allowance for loan losses is adequate or that increases will not be necessary should the quality of any loans deteriorate as a result of the factors discussed above. Any material increase in the allowance for loan losses may adversely affect our financial condition and results of operation.
43
Analysis of Loan Loss Experience. The following table sets forth an analysis of the allowance for loan losses for the periods indicated.
| Year Ended December 31, | ||||||||||||||||||||
| (Dollars in thousands) |
2013 | 2012 | 2011 | 2010 | 2009 | |||||||||||||||
| Allowance for loan losses at beginning of period |
$ | 4,475 | $ | 4,166 | $ | 3,965 | $ | 3,413 | $ | 3,083 | ||||||||||
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|
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|
|
|
|
|||||||||||
| Provision for loan losses |
316 | 1,080 | 1,980 | 1,711 | 1,024 | |||||||||||||||
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|
|
|||||||||||
| Charge offs: |
||||||||||||||||||||
| Residential real estate |
195 | 664 | 123 | 545 | 60 | |||||||||||||||
| Non-residential real estate |
— | — | 244 | 198 | 196 | |||||||||||||||
| Construction |
97 | — | 912 | — | — | |||||||||||||||
| Commercial business |
— | 16 | 278 | 119 | 228 | |||||||||||||||
| Consumer |
302 | 229 | 325 | 411 | 274 | |||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
| Total charge-offs |
594 | 909 | 1,882 | 1,273 | 758 | |||||||||||||||
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|
|
|
|
|
|||||||||||
| Recoveries: |
||||||||||||||||||||
| Residential real estate |
31 | 12 | 26 | 1 | 20 | |||||||||||||||
| Non-residential real estate |
— | — | 13 | 34 | — | |||||||||||||||
| Construction |
— | 72 | — | — | — | |||||||||||||||
| Commercial business |
147 | 10 | 4 | — | 1 | |||||||||||||||
| Consumer |
57 | 44 | 60 | 79 | 43 | |||||||||||||||
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|
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|
|
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|
|
|
|||||||||||
| Total recoveries |
235 | 138 | 103 | 114 | 64 | |||||||||||||||
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|
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|
|
|
|
|||||||||||
| Net charge-offs (recoveries) |
359 | 771 | 1,779 | 1,159 | 694 | |||||||||||||||
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| Allowance for loan losses at end of period |
$ | 4,432 | $ | 4,475 | $ | 4,166 | $ | 3,965 | $ | 3,413 | ||||||||||
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|||||||||||
| Allowance for loan losses to non-performing loans |
108.36 | % | 114.80 | % | 126.28 | % | 194.46 | % | 169.54 | % | ||||||||||
| Allowance for loan losses to total loans outstanding at the end of the period |
1.92 | % | 2.02 | % | 1.99 | % | 1.94 | % | 1.75 | % | ||||||||||
| Net charge-offs (recoveries) to average loans outstanding during the period |
0.16 | % | 0.34 | % | 0.86 | % | 0.59 | % | 0.36 | % | ||||||||||
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Interest Rate Risk Management. Our goal is to manage asset and liability positions to moderate the effects of interest rate fluctuations on net interest and net income. Deposit accounts typically react more quickly to changes in market interest rates than mortgage loans because of the shorter maturities of deposits. As a result, sharp increases in interest rates may adversely affect our earnings while decreases in interest rates may beneficially affect our earnings. To reduce the potential volatility of our earnings, we have sought to improve the match between asset and liability maturities and rates, while maintaining an acceptable interest rate spread. Our strategy for managing interest rate risk emphasizes: adjusting the maturities of borrowings; adjusting the investment portfolio mix and duration and generally selling in the secondary market substantially all newly originated fixed rate one-to-four-family residential real estate loans. We currently do not participate in hedging programs, interest rate swaps or other activities involving the use of derivative financial instruments.
We have an Asset/Liability Management Committee, which includes members of management selected by the board of directors, to communicate, coordinate and control all aspects involving asset/liability management. The committee establishes and monitors the volume, maturities, pricing and mix of assets and funding sources with the objective of managing assets and funding sources to provide results that are consistent with liquidity, growth, risk limits and profitability goals. Measurements which we use to help us manage interest rate sensitivity include earnings at risk simulation model and economic value of equity model.
Rate sensitivity/Earnings at Risk – The goal is to achieve a strong acceptable and consistent level of earnings over time. The ALCO has established risk tolerances for changes in net interest income from a base case of no change in interest rates to simulate changes in net interest income from rate shocks over a one-year period. The established risk limits for changes both up and down in rates from the base case, limits in the decline in net interest income are for a 400bp change should not result in a decrease of more than 20%, a 300bp change should not result in a decrease of more than 15%, a 200bp change should not result in a decrease of more than 10% and a 100bp change should not result in a decrease of more than 5%.
Economic Value of Equity (“EVE”) identifies changes in the market value of capital based on exposure to interest rate risk resulting from a change in market value of the bank’s assets and liabilities due to changes in interest rates. The change in value is prepared by discounting the projected cash flows of all balance sheet categories.
44
The EVE is the difference between the present values of assets and liabilities. The measured change of this economic value, over a range of rate shocks indicates the degree of possible long-term exposure to future earnings. The bank’s EVE risk tolerance limits are that for a 400bp change in interest rates up or down, the EVE should not decrease by more than 25% from the base case; for a 300bp change in interest rates up or down, the EVE should not decrease by more than 20%; for a 200bp change in interest rates up or down the EVE should not decrease by more than 15%; and for a 100bp change in interest rates up or down the EVE should not decrease by more than 10%.
At December 31, 2013, our model results indicated that we were in compliance with the policies noted above and that our balance sheet is slightly liability-sensitive. Liability-sensitive implies that our liabilities will reprice faster than our assets indicating an increase in interest rates would decrease our net interest margin. We continue to seek opportunities to decrease our cost of funding by reducing the level of funding provided by certificates of deposit and reducing rates as current certificates mature.
Each of the above analyses may not, on its own, be an accurate indicator of how our net interest income will be affected by changes in interest rates. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates and the market values of certain assets under differing interest rate scenarios, among others. As with any method of measuring interest rate risk, certain shortcomings are inherent in the methods of analysis presented in the foregoing tables. For example, although certain assets and liabilities may have similar maturities or periods to repricing, they may react in different degrees to changes in market interest rates. Also, the interest rates on certain types of assets and liabilities may fluctuate in advance of changes in market interest rates, while interest rates on other types may lag behind changes in market rates. Additionally, certain assets, such as adjustable-rate mortgage loans, have features that restrict changes in interest rates on a short-term basis and over the life of the asset. Further, if there is a change in interest rates, expected rates of prepayments on loans and early withdrawals from certificates could deviate significantly from those assumed. Prepayment rates can have a significant impact on interest income. Because of the large percentage of loans and mortgage-backed securities we hold, rising or falling interest rates have a significant impact on the prepayment speeds of our earning assets that in turn affect the rate sensitivity position. When interest rates rise, prepayments tend to slow. When interest rates fall, prepayments tend to rise. Our liability sensitivity would be increased if prepayments slow and vice versa. While we believe these assumptions to be reasonable, there can be no assurance that assumed prepayment rates will approximate actual future mortgage-backed security and loan repayment activity.
Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term nature. The Bank’s primary sources of funds consist of deposit inflows, loan repayments, maturities and sales of investment securities and borrowings from the Federal Home Loan Bank of Cincinnati. While maturities and scheduled amortization of loans and securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly influenced by general interest rates, economic conditions and competition.
The Bank regularly adjusts its investments in liquid assets based upon its assessment of (i) expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-earning deposits and securities and (iv) the objectives of its asset/liability management policy.
The Bank’s most liquid assets are cash and cash equivalents and interest-bearing deposits. The level of these assets depends on operating, financing, lending and investing activities during any given period. At December 31, 2013, cash and cash equivalents totaled $15.1 million. Securities classified as available-for-sale, amounting to $31.6 million at December 31, 2013, provide an additional source of liquidity. In addition, at December 31, 2013, the Bank had the ability to borrow a total of approximately $38.5 million from the Federal Home Loan Bank of Cincinnati. At December 31, 2013, the Bank had $11.8 million in letters of credit to secure public funds deposits and no outstanding advances from the Federal Home Loan Bank of Cincinnati.
At December 31, 2013, the Bank had $30.0 million in commitments to extend credit outstanding. Certificates of deposit due within one year of December 31, 2013 totaled $36.7 million, or 39.1% of certificates of deposit. The Bank believes that the large percentage of certificates of deposit that mature within one year reflects customers’ hesitancy to invest their funds for long periods due to the recent low interest rate environment and local competitive pressure. If these maturing deposits do not remain with the Bank, the Bank will be required to seek other sources of funds, including other certificates of deposit and borrowings. Depending on market conditions, the Bank may be required to pay higher rates on such deposits or other borrowings than it currently pays on the certificates of deposit due on or before December 31, 2014. The Bank believes, however, based on past experience that a significant portion of those certificates of deposit will remain with the Bank. The Bank has the ability to attract and retain deposits by adjusting the interest rates offered.
45
The Company is a separate legal entity from the Bank and must provide for its own liquidity. In addition to its operating expenses, the Company requires its own funds to pay any dividends to its shareholders and to pay for any repurchases of shares of its common stock. The Company’s primary source of income is dividends received from the Bank. The amount of dividends the Bank may declare and pay to the Company in any calendar year, without the receipt of prior approval from the Office of the Comptroller of the Currency but with prior notice to the Office of the Comptroller of the Currency, cannot exceed net income for that year to date plus retained net income (as defined) for the preceding two calendar years. At December 31, 2013, the Company (on an unconsolidated basis) had liquid assets of $7.2 million.
The following tables present certain of our contractual obligations at December 31, 2013.
| Payments due by period | ||||||||||||||||||||
| Contractual Obligations |
Total | Less than One Year |
One to Three Years |
Three to Five Years |
More Than Five Years |
|||||||||||||||
| (In thousands) | ||||||||||||||||||||
| Deferred director fee arrangements |
$ | 520 | $ | 68 | $ | 180 | $ | 155 | $ | 117 | ||||||||||
| Deferred compensation arrangements |
1,711 | 42 | 59 | 312 | 1,298 | |||||||||||||||
| Operating lease obligations |
587 | 208 | 379 | — | — | |||||||||||||||
| Total |
$ | 2,818 | $ | 318 | $ | 618 | $ | 467 | $ | 1,415 | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
Our primary investing activities are the origination of loans and the purchase of securities. Our primary financing activities consist of activity in deposit accounts and Federal Home Loan Bank advances. Deposit flows are affected by the overall level of interest rates, the interest rates and product offered by us and our local competitors and other factors. We generally manage the pricing of our deposits to be competitive. Occasionally, we offer promotional rates on certain deposit products to attract deposits.
Financing and Investing Activities
The following table presents our primary investing and financing activities during the periods indicated.
| Year Ended December 31, | ||||||||||||
| (In thousands) |
2013 | 2012 | 2011 | |||||||||
| Investing activities: |
||||||||||||
| Loan purchases |
$ | 3,927 | $ | 10 | $ | 813 | ||||||
| Loan originations |
111,159 | 122,696 | 106,267 | |||||||||
| Loan principal repayments |
68,157 | 59,922 | 81,299 | |||||||||
| Loan sales |
38,041 | 49,899 | 20,267 | |||||||||
| Proceeds from calls, maturities and principal repayments of investment securities |
8,641 | 11,102 | 18,471 | |||||||||
| Proceeds from calls, maturities and principal repayments of mortgage-backed and related securities |
3,069 | 2,850 | 2,326 | |||||||||
| Proceeds from sales of investment securities available- for-sale |
— | — | 378 | |||||||||
| Proceeds from sales of mortgage-backed and related securities available-for-sale |
— | — | — | |||||||||
| Purchases of investment securities |
7,394 | 5,537 | 8,619 | |||||||||
| Purchases of mortgage-backed and related securities |
5,068 | 6,650 | 4,900 | |||||||||
| Financing activities: |
||||||||||||
| Increase (decrease) in deposits |
$ | 13,924 | $ | 10,136 | $ | 8,425 | ||||||
| Increase (decrease) in Federal Home Loan Bank advances |
(3,000 | ) | (99 | ) | (5,115 | ) | ||||||
| Increase (decrease) in securities sold under agreements to repurchase |
(806 | ) | (155 | ) | 1,470 | |||||||
|
|
|
|
|
|
|
|||||||
46
Capital Management. We are subject to various regulatory capital requirements administered by the Office of the Comptroller of the Currency, including a risk-based capital measure. The risk-based capital guidelines include both a definition of capital and a framework for calculating risk-weighted assets by assigning balance sheet assets and off-balance sheet items to broad risk categories. At December 31, 2013, we exceeded all of our regulatory capital requirements and were considered “well capitalized” under regulatory guidelines. See “Item 1. Business—Regulation and Supervision—Regulation of Federal Savings Associations—Capital Requirements” and note 10 of the notes to consolidated financial statements beginning on page F-1 of this annual report.
Off-Balance Sheet Arrangements. In the normal course of operations, we engage in a variety of financial transactions that, in accordance with generally accepted accounting principles, are not recorded in our financial statements. These transactions involve, to varying degrees, elements of credit, interest rate and liquidity risk. Such transactions are used primarily to manage customers’ requests for funding and take the form of loan commitments, unused lines of credit and letters of credit. For information about our loan commitments, unused lines of credit and letters of credit, see note 16 of the notes to consolidated financial statements.
For the year ended December 31, 2013, we did not engage in any off-balance sheet transactions reasonably likely to have a material effect on our financial condition, results of operations or cash flows.
Impact of Recent Accounting Pronouncements
For a discussion of the impact of recent accounting pronouncements, see note 1 of the notes to consolidated financial statements beginning on page F-1 of this annual report.
Effect of Inflation and Changing Prices
The consolidated financial statements and related financial data presented in this prospectus have been prepared according to generally accepted accounting principles in the United States, which require the measurement of financial positions and operating results in terms of historical dollars without considering the change in the relative purchasing power of money over time due to inflation. The primary impact of inflation on our operations is reflected in increased operating costs. Unlike most industrial companies, virtually all the assets and liabilities of a financial institution are monetary in nature. As a result, interest rates generally have a more significant impact on a financial institution’s performance than do general levels of inflation. Interest rates do not necessarily move in the same direction or to the same extent as the prices of goods and services.
| Item 7A. | QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK |
The information required by this item is incorporated herein by reference to Part II, “Item 7. Management’s Discussion and Analysis of Financial Condition and Results of Operation.”
| Item 8. | FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA |
The information required by this item is included herein beginning on page F-1.
| Item 9. | CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE. |
None.
47
Item 9A. CONTROLS AND PROCEDURES
Disclosure Controls and Procedures
The Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “disclosure controls and procedures,” as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange Act of 1934, as amended (the “Exchange Act”). Based upon their evaluation, the principal executive officer and principal financial officer concluded that, as of the end of the period covered by this report, the Company’s disclosure controls and procedures were effective for the purpose of ensuring that the information required to be disclosed in the reports that the Company files or submits under the Exchange Act with the Securities and Exchange Commission (the “SEC”): (1) is recorded, processed, summarized and reported within the time periods specified in the SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s management, including its principal executive and principal financial officers, as appropriate to allow timely decisions regarding required disclosure. In addition, based on that evaluation, no change in the Company’s internal control over financial reporting occurred during the quarter or year ended December 31, 2013 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.
Internal Control Over Financial Reporting
The management of the Company is responsible for establishing and maintaining adequate internal control over financial reporting. The internal control process has been designed under our supervision to provide reasonable assurance regarding the reliability of financial reporting and the preparation of the Company’s financial statements for external reporting purposes in accordance with accounting principles generally accepted in the United States of America.
Management conducted an assessment of the effectiveness of the Company’s internal control over financial reporting as of December 31, 2013, utilizing the framework established in Internal Control – Integrated Framework issued by the Committee of Sponsoring Organizations of the Treadway Commission (COSO). Based on this assessment, management has determined that the Company’s internal control over financial reporting as of December 31, 2013 is effective.
Our internal control over financial reporting includes policies and procedures that pertain to the maintenance of records that accurately and fairly reflect, in reasonable detail, transactions and dispositions of assets; and provide reasonable assurances that: (1) transactions are recorded as necessary to permit preparation of financial statements in accordance with accounting principles generally accepted in the United States; (2) receipts and expenditures are being made only in accordance with authorizations of management and the directors of the Company; and (3) unauthorized acquisition, use, or disposition of the Company’s assets that could have a material effect on the Company’s financial statements are prevented or timely detected.
All internal control systems, no matter how well designed, have inherent limitations. Therefore, even those systems determined to be effective can provide only reasonable assurance with respect to financial statement preparation and presentation. Also, projections of any evaluation of effectiveness to future periods are subject to the risk that controls may become inadequate because of changes in conditions, or that the degree of compliance with the policies or procedures may deteriorate.
There have been no changes in the Company’s internal control over financial reporting during the quarter ended December 31, 2013 that have materially affected, or are reasonably likely to materially affect, the Company’s internal control over financial reporting.
| Item 9B. | OTHER INFORMATION |
None.
48
| Item 10. | DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE |
Board of Directors
The information relating to the directors of the Company, information regarding compliance with Section 16(a) of the Exchange Act and information regarding the audit committee and audit committee financial expert is incorporated herein by reference to the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholders.
Executive Officers
The executive officers of the Company and the Bank are elected annually by the board of directors and serve at the board’s discretion. The executive officers of the Company and the Bank are:
| Name |
Position | |
| Jeffrey L. Cunningham |
President and Chief Executive Officer of both Athens Bancshares Corporation and Athens Federal Community Bank | |
| Michael R. Hutsell |
Treasurer and Chief Financial Officer of Athens Bancshares Corporation; and Vice President, Chief Operating Officer and Chief Financial Officer of Athens Federal Community Bank | |
| Jay Leggett, Jr. |
City President—Cleveland, of Athens Federal Community Bank | |
| Ross A. Millsaps |
Vice President and Chief Credit Officer of Athens Federal Community Bank | |
Below is information regarding our other executive officers who are not also directors. Each individual has held his current position for at least the last five years, unless otherwise stated. Ages presented are as of December 31, 2013.
Michael R. Hutsell is Treasurer and Chief Financial Officer of the Company and Vice President, Chief Operating Officer and Chief Financial Officer of the Bank. Mr. Hutsell joined the Bank in August 1998. Age 47.
Jay Leggett, Jr. has served as City President of the Bank’s Cleveland Division since March 2006. From November 2003 to March 2006, Mr. Leggett was Senior Vice President of Lending for Bradley and Hamilton Counties, Tennessee at First Citizens Bank. Age 49.
Ross A. Millsaps has served as Vice President and Chief Credit Officer of the Bank since April 2006. Before that time, Mr. Millsaps was a bank regulatory examiner with the Office of Thrift Supervision. Age 47.
Code of Ethics
The Company has adopted a code of ethics and business conduct which applies to all of the Company’s and the Bank’s directors, officers and employees. A copy of the code of ethics and business conduct is available to stockholders on the Investor Relations portion of the Bank’s website at www.athensfederal.com.
| Item 11. | EXECUTIVE COMPENSATION |
The information regarding executive compensation, compensation committee interlocks and insider participation is incorporated herein by reference to the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholders.
49
| Item 12. | SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS |
| (a) | Security Ownership of Certain Beneficial Owners. |
Information required by this item is incorporated herein by reference to the section captioned “Stock Ownership” in the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholders.
| (b) | Security Ownership of Management |
Information required by this item is incorporated herein by reference to the section captioned “Stock Ownership” in the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholders.
| (c) | Changes in Control |
Management of the Company knows of no arrangements, including any pledge by any person or securities of the Company, the operation of which may at a subsequent date result in a change in control of the registrant.
| (d) | Equity Compensation Plan Information |
Equity Compensation Plan Information as of December 31, 2013
| Plan category |
Number of (a) |
Weighted- (b) |
Number of (c) |
|||||||||
| Equity compensation plans approved by security holders |
236,062 | 11.50 | 41,663 | |||||||||
| Equity compensation plans not approved by security holders |
N/A | N/A | N/A | |||||||||
| Total |
236,062 | 11.50 | 41,663 | |||||||||
The Company does not maintain any equity compensation plans that have not been approved by its security holders.
| Item 13. | CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE |
The information relating to certain relationships and related transactions and director independence is incorporated herein by reference to the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholders.
| Item 14. | PRINCIPAL ACCOUNTANT FEES AND SERVICES |
The information relating to the principal accountant fees and expenses is incorporated herein by reference to the Company’s Proxy Statement for the 2014 Annual Meeting of Shareholders.
50
PART IV
| Item 15. | EXHIBITS AND FINANCIAL STATEMENT SCHEDULES |
| (1) | The financial statements required in response to this item are incorporated by reference from Item 8 of this Annual Report on Form 10-K. |
| (2) | All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto. |
| (3) | Exhibits |
| No. |
Description | |
| 3.1 | Amended and Restated Charter of Athens Bancshares Corporation (1) | |
| 3.2 | Amended and Restated Bylaws of Athens Bancshares Corporation (2) | |
| 4.1 | Specimen Stock Certificate of Athens Bancshares Corporation (3) | |
| 10.1 | Employment Agreement between Athens Federal Community Bank and Jeffrey L. Cunningham* (4) | |
| 10.2 | Employment Agreement between Athens Federal Community Bank and Michael R. Hutsell* (4) | |
| 10.3 | Employment Agreement between Athens Federal Community Bank and Jay Leggett, Jr* (5) | |
| 10.4 | Employment Agreement between Athens Bancshares Corporation and Jeffrey L. Cunningham* (4) | |
| 10.5 | Employment Agreement between Athens Bancshares Corporation and Michael R. Hutsell* (4) | |
| 10.6 | Supplemental Executive Retirement Plan Agreement between Athens Federal Community Bank and Jeffrey L. Cunningham* (4) | |
| 10.7 | Supplemental Executive Retirement Plan Agreement between Athens Federal Community Bank and Michael R. Hutsell* (5) | |
| 10.8 | Supplemental Executive Retirement Plan Agreement between Athens Federal Community Bank and Jay Leggett, Jr* (5) | |
| 10.9 | 2010 Equity Incentive Plan (6) | |
| 21.0 | Subsidiaries | |
| 23.0 | Consent of Mauldin & Jenkins, LLC | |
| 31.1 | Rule 13a-14(a)/15d-14(a) Certificate of Chief Executive Officer | |
| 31.2 | Rule 13a-14(a)/15d-14(a) Certificate of Chief Financial Officer | |
| 32.0 | Section 1350 Certificate of Chief Executive Officer and Chief Financial Officer | |
| 101.0 | The following materials from the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income, (ii) the Consolidated Statements of Income, (iv) the Consolidated Statement of Changes in Stockholders’ Equity, (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements. | |
| * | Management contract or compensatory plan, contract or arrangement |
| (1) | Incorporated herein by reference to the exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on December 10, 2009. |
| (2) | Incorporated herein by reference to the exhibit to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on November 23, 2009. |
| (3) | Incorporated herein by reference to the exhibits to the Company’s Registration Statement on Form S-1 (File No. 333-144454), as amended, initially filed with the Securities and Exchange Commission on September 17, 2009. |
| (4) | Incorporated herein by reference to the exhibits to the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on April 6, 2010. |
| (5) | Incorporated herein by reference to the exhibits of the Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2010. |
| (6) | Incorporated herein by reference to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 7, 2010. |
51
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
To the Board of Directors
Athens Bancshares Corporation
Athens, Tennessee
We have audited the accompanying consolidated balance sheet of Athens Bancshares Corporation and subsidiary (the “Company”) as of December 31, 2013, and the related consolidated statements of income, comprehensive income, stockholders’ equity, and cash flows for the year then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audit. The financial statements of Athens Bancshares Corporation and subsidiary as of December 31, 2012 and for the year then ended were audited by other auditors who have ceased operations and whose report dated March 14, 2013, expressed an unqualified opinion on these statements.
We conducted our audit in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audit included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audit provides a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Athens Bancshares Corporation and subsidiary as of December 31, 2013, and the results of their operations and their cash flows for the year then ended in conformity with U.S. generally accepted account principles.
/s/ MAULDIN & JENKINS, LLC
Chattanooga, Tennessee
March 14, 2014
F-1
The report below is a copy of the report issued by the Company’s previous independent auditors Hazlett, Lewis & Bieter, PLLC
Report of Independent Registered Public Accounting Firm
To the Board of Directors
Athens Bancshares Corporation
Athens, Tennessee
We have audited the accompanying consolidated balance sheets of Athens Bancshares Corporation and subsidiary (the “Company”) as of December 31, 2012 and 2011, and the related consolidated statements of income, comprehensive income, changes in stockholders’ equity and cash flows for the years then ended. These financial statements are the responsibility of the Company’s management. Our responsibility is to express an opinion on these financial statements based on our audits.
We conducted our audits in accordance with the standards of the Public Company Accounting Oversight Board (United States). Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. The Company is not required to have, nor were we engaged to perform, an audit of its internal control over financial reporting. Our audits included consideration of internal control over financial reporting as a basis for designing audit procedures that are appropriate in the circumstances, but not for the purpose of expressing an opinion on the effectiveness of the Company’s internal control over financial reporting. Accordingly, we express no such opinion. An audit also includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements, assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statement presentation. We believe that our audits provide a reasonable basis for our opinion.
In our opinion, the consolidated financial statements referred to above present fairly, in all material respects, the financial position of Athens Bancshares Corporation and subsidiary as of December 31, 2012 and 2011, and the results of their operations and their cash flows for the years then ended, in conformity with U.S. generally accepted accounting principles.
Hazlett, Lewis & Bieter, PLLC
Chattanooga, Tennessee
March 14, 2013
| Market Court, Suite 300 • 537 Market Street • Chattanooga, Tennessee 37402-1239 • Telephone (423)756-6133 |
| Fax: (423)756-2727 • E-mail: hlb@hlbcpa.com • Website: http://www.hlbcpa.com |
F-2
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
December 31, 2013 and 2012
| 2013 | 2012 | |||||||
| ASSETS |
||||||||
| Cash and due from banks |
$ | 11,119,410 | $ | 16,236,135 | ||||
| Interest-bearing deposits in banks |
4,015,977 | 4,015,977 | ||||||
|
|
|
|
|
|||||
| Total cash and cash equivalents |
15,135,387 | 20,252,112 | ||||||
| Interest-bearing time deposits in banks |
— | 249,000 | ||||||
| Securities available for sale |
31,580,183 | 32,150,108 | ||||||
| Investments, at cost |
3,648,800 | 3,393,800 | ||||||
| Loans, net of allowance for loan losses of $4,432,069 and $4,475,302 at December 31, 2013 and December 31, 2012, respectively |
226,206,014 | 217,274,617 | ||||||
| Premises and equipment, net |
4,532,838 | 4,604,882 | ||||||
| Accrued interest receivable |
978,201 | 914,361 | ||||||
| Cash surrender value of bank owned life insurance |
9,812,685 | 9,512,171 | ||||||
| Foreclosed real estate |
413,150 | 508,529 | ||||||
| Other assets |
2,505,156 | 2,772,917 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 294,812,414 | $ | 291,632,497 | ||||
|
|
|
|
|
|||||
| LIABILITIES AND STOCKHOLDERS’ EQUITY |
||||||||
| LIABILITIES |
||||||||
| Deposits: |
||||||||
| Noninterest-bearing |
$ | 18,252,633 | $ | 15,640,110 | ||||
| Interest-bearing |
229,919,419 | 218,607,993 | ||||||
|
|
|
|
|
|||||
| Total deposits |
248,172,052 | 234,248,103 | ||||||
| Accrued interest payable |
152,897 | 158,299 | ||||||
| Securities sold under agreements to repurchase |
1,303,789 | 2,109,541 | ||||||
| Federal Home Loan Bank advances |
— | 3,000,000 | ||||||
| Accrued expenses and other liabilities |
4,075,481 | 4,112,150 | ||||||
|
|
|
|
|
|||||
| Total liabilities |
253,704,219 | 243,628,093 | ||||||
|
|
|
|
|
|||||
| COMMITMENTS AND CONTINGENCIES |
||||||||
| STOCKHOLDERS’ EQUITY |
||||||||
| Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued |
— | — | ||||||
| Common stock, $0.01 par value; 50,000,000 shares authorized; |
||||||||
| 2,777,250 shares issued and 1,890,990 outstanding at December 31, 2013 and 2,358,568 outstanding at December 31, 2012 |
18,910 | 23,586 | ||||||
| Additional paid-in capital |
18,523,039 | 22,774,875 | ||||||
| Common stock acquired by benefit plans: |
||||||||
| Restricted stock |
(616,575 | ) | (878,732 | ) | ||||
| Unallocated common stock held by: |
||||||||
| Employee Stock Ownership Plan Trust |
(1,629,320 | ) | (1,777,440 | ) | ||||
| Retained earnings |
24,880,822 | 27,319,933 | ||||||
| Accumulated other comprehensive income |
(68,681 | ) | 542,182 | |||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
41,108,195 | 48,004,404 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 294,812,414 | $ | 291,632,497 | ||||
|
|
|
|
|
|||||
The accompanying notes are an integral part of these consolidated financial statements.
F-3
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
Years Ended December 31, 2013 and 2012
| 2013 | 2012 | |||||||
| Interest and dividend income: |
||||||||
| Loans, including fees |
$ | 12,794,430 | $ | 13,418,112 | ||||
| Dividends |
177,048 | 146,700 | ||||||
| Securities and interest-bearing deposits in other banks |
726,740 | 909,541 | ||||||
|
|
|
|
|
|||||
| Total interest income |
13,698,218 | 14,474,353 | ||||||
|
|
|
|
|
|||||
| Interest expense: |
||||||||
| Deposits |
2,054,429 | 2,504,873 | ||||||
| Federal funds purchased and securities sold under agreements to repurchase |
1,527 | 1,878 | ||||||
| Federal Home Loan Bank advances |
78,278 | 131,220 | ||||||
|
|
|
|
|
|||||
| Total interest expense |
2,134,234 | 2,637,971 | ||||||
|
|
|
|
|
|||||
| Net interest income |
11,563,984 | 11,836,382 | ||||||
| Provision for loan losses |
316,393 | 1,080,277 | ||||||
|
|
|
|
|
|||||
| Net interest income after provision for loan losses |
11,247,591 | 10,756,105 | ||||||
|
|
|
|
|
|||||
| Noninterest income: |
||||||||
| Customer service fees |
2,029,982 | 2,036,032 | ||||||
| Other charges and fees |
1,651,307 | 1,776,849 | ||||||
| Investment sales commissions |
570,227 | 387,347 | ||||||
| Increase in cash surrender value of life insurance |
361,647 | 339,310 | ||||||
| Other noninterest income |
573,748 | 787,029 | ||||||
|
|
|
|
|
|||||
| Total noninterest income |
5,186,911 | 5,326,567 | ||||||
|
|
|
|
|
|||||
| Noninterest expenses: |
||||||||
| Salaries and employee benefits |
7,483,639 | 6,913,896 | ||||||
| Occupancy and equipment |
1,578,089 | 1,409,960 | ||||||
| Federal deposit insurance premiums |
212,248 | 153,327 | ||||||
| Data processing |
1,191,684 | 907,661 | ||||||
| Advertising |
173,515 | 180,160 | ||||||
| Other operating expenses |
2,440,887 | 2,305,741 | ||||||
|
|
|
|
|
|||||
| Total noninterest expenses |
13,080,062 | 11,870,745 | ||||||
|
|
|
|
|
|||||
| Income before income taxes |
3,354,440 | 4,211,927 | ||||||
| Income tax expense |
1,042,347 | 1,608,652 | ||||||
|
|
|
|
|
|||||
| Net income |
$ | 2,312,093 | $ | 2,603,275 | ||||
|
|
|
|
|
|||||
| Earnings per common share: |
||||||||
| Basic |
$ | 1.18 | $ | 1.12 | ||||
| Diluted |
$ | 1.13 | $ | 1.09 | ||||
| Dividends per common share |
$ | 0.20 | $ | 0.20 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
F-4
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Years Ended December 31, 2013 and 2012
| 2013 | 2012 | |||||||
| Net income |
$ | 2,312,093 | $ | 2,603,275 | ||||
| Other comprehensive income (loss), before tax: |
||||||||
| Unrealized holding losses on securities available for sale |
(985,263 | ) | (53,254 | ) | ||||
| Income tax benefit related to other comprehensive income items |
374,400 | 20,236 | ||||||
|
|
|
|
|
|||||
| Other comprehensive loss, net of tax |
(610,863 | ) | (33,018 | ) | ||||
|
|
|
|
|
|||||
| Comprehensive income |
$ | 1,701,230 | $ | 2,570,257 | ||||
|
|
|
|
|
|||||
The accompanying notes are an integral part of these consolidated financial statements.
F-5
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY
Years Ended December 31, 2013 and 2012
| Common | Accumulated | |||||||||||||||||||||||||||
| Shares of | Additional | Stock | Other | |||||||||||||||||||||||||
| Common | Common | Paid-In | Retained | Acquired By | Comprehensive | |||||||||||||||||||||||
| Stock | Stock | Capital | Earnings | Benefit Plans | Income | Total | ||||||||||||||||||||||
| Balance, December 31, 2011 |
2,686,060 | $ | 26,860 | $ | 25,745,943 | $ | 27,222,837 | $ | (3,020,527 | ) | $ | 575,200 | $ | 50,550,313 | ||||||||||||||
| Net income |
— | — | 2,603,275 | — | — | 2,603,275 | ||||||||||||||||||||||
| Other comprehensive loss |
— | — | — | — | — | (33,018 | ) | (33,018 | ) | |||||||||||||||||||
| Dividends—$0.20 per share |
— | — | — | (473,169 | ) | — | — | (473,169 | ) | |||||||||||||||||||
| Release of restricted stock plan shares |
— | — | (216,236 | ) | — | 216,236 | — | — | ||||||||||||||||||||
| Shares released by ESOP trust |
— | — | 74,505 | — | 148,119 | — | 222,624 | |||||||||||||||||||||
| Stock compensation expense |
— | — | 294,937 | — | — | — | 294,937 | |||||||||||||||||||||
| Repurchase and retirement of Company common stock |
(327,492 | ) | (3,274 | ) | (3,124,274 | ) | (2,033,010 | ) | — | — | (5,160,558 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance, December 31, 2012 |
2,358,568 | 23,586 | 22,774,875 | 27,319,933 | (2,656,172 | ) | 542,182 | 48,004,404 | ||||||||||||||||||||
| Net income |
— | — | 2,312,093 | — | — | 2,312,093 | ||||||||||||||||||||||
| Other comprehensive loss |
— | — | — | — | (610,863 | ) | (610,863 | ) | ||||||||||||||||||||
| Dividends—$0.20 per share |
— | — | (401,217 | ) | — | — | (401,217 | ) | ||||||||||||||||||||
| Release of restricted stock plan shares |
— | (262,157 | ) | — | 262,157 | — | — | |||||||||||||||||||||
| Shares released by ESOP trust |
— | 120,587 | — | 148,120 | — | 268,707 | ||||||||||||||||||||||
| Stock compensation expense |
— | 350,428 | — | — | — | 350,428 | ||||||||||||||||||||||
| Repurchase and retirement of Company common stock |
(467,578 | ) | (4,676 | ) | (4,460,694 | ) | (4,349,987 | ) | — | — | (8,815,357 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance, December 31, 2013 |
1,890,990 | $ | 18,910 | $ | 18,523,039 | $ | 24,880,822 | $ | (2,245,895 | ) | $ | (68,681 | ) | $ | 41,108,195 | |||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
F-6
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
Years Ended December 31, 2013 and 2012
| 2013 | 2012 | |||||||
| CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
| Net income |
$ | 2,312,093 | $ | 2,603,275 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Depreciation |
588,215 | 476,818 | ||||||
| Amortization of securities and other assets |
393,850 | 385,867 | ||||||
| Provision for loan losses |
316,393 | 1,080,277 | ||||||
| Deferred income taxes |
60,322 | (102,768 | ) | |||||
| Other gains and losses, net |
(89,739 | ) | (91,092 | ) | ||||
| Stock based compensation expense |
619,135 | 517,561 | ||||||
| Net change in: |
||||||||
| Cash surrender value of life insurance |
(300,514 | ) | (288,324 | ) | ||||
| Accrued interest receivable |
(63,840 | ) | 53,001 | |||||
| Accrued interest payable |
(5,402 | ) | (12,116 | ) | ||||
| Prepaid FDIC assessment |
427,353 | 144,013 | ||||||
| Other assets and liabilities |
44,484 | 244,194 | ||||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
4,302,350 | 5,010,706 | ||||||
|
|
|
|
|
|||||
| CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
| Net change in interest-bearing time deposits in banks |
249,000 | — | ||||||
| Securities available for sale: |
||||||||
| Purchases |
(12,461,832 | ) | (12,186,716 | ) | ||||
| Maturities, prepayments and calls |
11,725,978 | 13,952,286 | ||||||
| Investments, at cost |
||||||||
| Purchases |
(255,000 | ) | (495,000 | ) | ||||
| Loan originations and principal collections, net |
(9,543,070 | ) | (14,340,075 | ) | ||||
| Purchases of premises and equipment |
(731,582 | ) | (503,940 | ) | ||||
| Proceeds from sales of premises and equipment |
237,105 | — | ||||||
| Proceeds from sales of foreclosed real estate |
458,703 | 989,833 | ||||||
|
|
|
|
|
|||||
| Net cash used in investing activities |
(10,320,698 | ) | (12,583,612 | ) | ||||
|
|
|
|
|
|||||
| CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
| Net increase in deposits |
13,923,949 | 10,135,894 | ||||||
| Net decrease in securities sold under agreements to repurchase |
(805,752 | ) | (155,467 | ) | ||||
| Repayment of Federal Home Loan Bank advances |
(3,000,000 | ) | (99,119 | ) | ||||
| Repurchase and retirement of Company common stock |
(8,815,357 | ) | (5,160,558 | ) | ||||
| Dividends paid |
(401,217 | ) | (473,169 | ) | ||||
|
|
|
|
|
|||||
| Net cash provided by financing activities |
901,623 | 4,247,581 | ||||||
|
|
|
|
|
|||||
| NET DECREASE IN CASH AND CASH EQUIVALENTS |
(5,116,725 | ) | (3,325,325 | ) | ||||
| CASH AND CASH EQUIVALENTS, BEGINNING OF YEAR |
20,252,112 | 23,577,437 | ||||||
|
|
|
|
|
|||||
| CASH AND CASH EQUIVALENTS, END OF YEAR |
$ | 15,135,387 | $ | 20,252,112 | ||||
|
|
|
|
|
|||||
| SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION: |
||||||||
| Interest paid on deposits and borrowed funds |
$ | 2,139,636 | $ | 2,650,087 | ||||
| Income taxes paid |
1,218,013 | 1,671,461 | ||||||
|
|
|
|
|
|||||
| SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES: |
||||||||
| Acquisition of real estate acquired through foreclosure |
$ | 306,633 | $ | 888,984 | ||||
|
|
|
|
|
|||||
The accompanying notes are an integral part of these consolidated financial statements.
F-7
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 1. Summary of Significant Accounting Policies
The accounting and reporting policies of Athens Bancshares Corporation (the “Company”) and subsidiary conform with United States generally accepted accounting principles (“GAAP”) and practices within the banking industry. Rules and interpretive releases of the Securities and Exchange Commission (“SEC”) are also sources of authoritative GAAP for SEC registrants.
The policies that materially affect financial position and results of operations are summarized as follows:
Principles of consolidation
The consolidated financial statements include the Company and its wholly-owned subsidiary. All material intercompany accounts and transactions have been eliminated in consolidation.
Nature of operations
The Company is a holding company whose principal activity is the ownership and management of its wholly owned subsidiary, Athens Federal Community Bank (the “Bank”). The Bank provides a variety of financial services to individuals and corporate customers through its seven branches located in Athens, Sweetwater, Etowah, Madisonville, and Cleveland, Tennessee. The Bank’s primary deposit products include checking, savings, certificates of deposit, and IRA accounts. Its primary lending products are one-to-four family residential, commercial real estate, and consumer loans. Southland Finance, Inc. (“Southland”) is a consumer finance company with one branch located in Athens, Tennessee. Ti-Serv, Inc. (“Ti-Serv”) maintains the Bank’s investment in Valley Title Services, LLC (“Valley Title”). Southland and Ti-Serv are wholly-owned subsidiaries of the Bank. Valley Title is a wholly-owned subsidiary of Ti-Serv.
Use of estimates
The preparation of consolidated financial statements in conformity with GAAP requires management to make estimates and assumptions that affect the reported amounts of assets and liabilities and disclosure of contingent assets and liabilities at the date of the consolidated financial statements and the reported amounts of revenues and expenses during the reporting period. Actual results could differ from those estimates. Material estimates that are particularly susceptible to significant change in the near term relate to the determination of the allowance for loan losses, the valuation of deferred tax assets, other-than-temporary impairment of securities, and the fair value of financial instruments.
F-8
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 1. Summary of Significant Accounting Policies (Continued)
Cash and cash equivalents
For purposes of the consolidated statements of cash flows, cash and cash equivalents include cash and balances due from banks, money market mutual funds and federal funds sold, all of which mature within ninety days.
Interest-bearing time deposits in banks
Interest-bearing time deposits in banks have a maturity of one year or less and are carried at cost.
Securities
Debt securities are classified as held to maturity when the Company has the intent and ability to hold the securities to maturity. Securities held to maturity are carried at amortized cost. The amortization of premiums and accretion of discounts are recognized in interest income using the interest method over the period to maturity.
Securities available for sale are carried at fair value, with unrealized gains and losses excluded from earnings and reported in other comprehensive income. Realized gains and losses on securities available for sale are included in other income and, when applicable, are reported as a reclassification adjustment, net of tax, in other comprehensive income. Gains and losses on sales of securities are determined on the specific-identification method. Purchase premiums and discounts are recognized in interest income using the interest method over the terms of the securities.
The Company conducts a regular assessment of its securities portfolio to determine whether any securities are other-than-temporarily impaired. In estimating other-than-temporary impairment losses, management considers, among other factors, the length of time and extent to which the fair value has been less than cost, the financial condition and near term prospects of the issuer, and the intent and ability of the Company to retain its investment for a period of time sufficient to allow for any anticipated recovery. The term “other-than-temporary” is not intended to indicate that the decline is permanent, but indicates that the prospects for a near-term recovery of value is not necessarily favorable, or that there is a lack of evidence to support a realizable value equal to or greater than the carrying value of the investment. Once a decline in value for a debt security is determined to be other-than-temporary, the other-than-temporary impairment is separated into (a) the amount of the total other-than-temporary impairment related to a decrease in cash flows expected to be collected from the debt security (the credit loss) and (b) the amount of the total other-than-temporary impairment related to all other factors. The amount of the total other-than-temporary impairment related to the credit loss is recognized in earnings. The amount of the total other-than-temporary impairment related to all other factors is recognized in other comprehensive income.
F-9
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 1. Summary of Significant Accounting Policies (Continued)
Loans
The Company grants mortgage, commercial and consumer loans to customers. A substantial portion of the loan portfolio is represented by mortgage and commercial real estate loans located primarily in the East Tennessee area. The ability of the Company’s debtors to honor their contracts is dependent upon the real estate and general economic conditions in this area.
Loans that management has the intent and ability to hold for the foreseeable future or until maturity or pay-off generally are stated at unpaid principal balances, less the allowance for loan losses, net deferred loan origination fees and costs, and unearned interest and fees.
Loan fees, net of estimated initial direct cost relating to initiating and closing mortgage loans, have been deferred and are being amortized into interest income over the remaining contractual lives of the loans as an adjustment of yield using the level yield method.
Unearned interest on consumer finance loans is recognized as income over the terms of the loans using a declining balance method. Interest on other loans is calculated using the simple interest method on the principal outstanding.
The accrual of interest on mortgage and commercial loans is discontinued at the time the loan is 90 days past due unless the credit is well-secured and in process of collection. Other personal loans are typically charged off no later than 120 days past due. Past due status is based on contractual terms of the loan. In all cases, loans are placed on nonaccrual or charged off at an earlier date if collection of principal or interest is considered doubtful.
All interest accrued but not collected for loans that are placed on non-accrual or charged off is reversed against interest income. The interest on these loans is accounted for on the cash-basis or cost-recovery method, until qualifying for return to accrual. Loans are returned to accrual status when all the principal and interest amounts contractually due are brought current and future payments are reasonably assured.
Allowance for loan losses
The allowance for loan losses is established as losses are estimated to have occurred through a provision for loan losses charged to earnings. Loan losses are charged against the allowance when management believes the uncollectibility of a loan balance is confirmed. Subsequent recoveries, if any, are credited to the allowance.
The allowance for loan losses is evaluated on a regular basis by management and is based upon management’s periodic review of the collectibility of the loans in light of historical experience, the nature and volume of the loan portfolio, adverse situations that may affect the borrower’s ability to repay, estimated value of any underlying collateral, and prevailing economic conditions. This evaluation is inherently subjective as it requires estimates that are susceptible to significant revision as more information becomes available.
F-10
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 1. Summary of Significant Accounting Policies (Continued)
Allowance for loan losses (Continued)
The allowance consists of allocated and general components. The allocated component relates to loans that are classified as impaired. For those loans that are classified as impaired, an allowance is established when the discounted cash flows (or collateral value or observable market price) of the impaired loan is lower than the carrying value of that loan. The general component covers non-classified loans and is based on historical charge-off experience and expected loss given default derived from the Company’s internal risk rating process. Other adjustments may be made to the allowance for pools of loans after an assessment of internal or external influences on credit quality that are not fully reflected in the historical loss or risk rating data.
As part of management’s assessment of the allowance, management divides the loan portfolio into five segments: commercial, residential 1-4 family, commercial real estate and multi-family, construction and land and consumer and other. Each segment is then analyzed such that a specific and general allocation of the allowance is estimated for each loan segment.
A loan is considered impaired when, based on current information and events, it is probable the Bank will be unable to collect the scheduled payments of principal or interest when due according to contractual terms of the loan agreement. Factors considered by management in determining impairment include payment status, collateral value, and the probability of collecting scheduled principal and interest payments when due. Loans that experience insignificant payment delays and payment shortfalls are not classified as impaired. Management determines the significance of payment delays and payment shortfalls on a case-by-case basis, taking into consideration all of the circumstances surrounding the loan and the borrower, including the length of the delay, the reasons for the delay, the borrower’s prior payment record, and the amount of the shortfall in relation to the principal and interest owed. Impairment is measured on a loan-by-loan basis by either the present value of future cash flows discounted at the loan’s effective interest rate, the loan’s observable market price, or the fair value of the collateral if the loan is collateral dependent.
Large groups of smaller balance homogeneous loans are collectively evaluated for impairment. Accordingly, the Bank does not separately identify individual consumer loans for impairment disclosures, unless such loans are the subject of a restructuring agreement due to financial difficulties of the borrower.
The unallocated component of the allowance reflects the uncertainties inherent in the underlying assumptions used in the methodologies for estimating specific and general losses in the portfolio.
Significant group concentrations of credit risk
Most of the Company’s activities are with customers located in East Tennessee. The types of securities that the Company invests in are included in Note 3. The types of lending the Company engages in are included in Note 5. The Company does not have any significant lending concentrations to any one customer or industry.
Commercial real estate, including commercial construction loans, represents 37.6 percent of the loan portfolio at December 31, 2013, and 36.4 percent of the loan portfolio at December 31, 2012.
F-11
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 1. Summary of Significant Accounting Policies (Continued)
Servicing
Generally, servicing assets are recognized as separate assets when rights are acquired through purchase or through sale of financial assets. For sales of mortgage loans, a portion of the cost of originating the loan is allocated to the servicing right based on fair value. Fair value is based on market prices for comparable mortgage servicing contracts, when available, or alternatively, is based on a valuation model that calculates the present value of estimated future net servicing income. The valuation model incorporates assumptions that market participants would use in estimating future net servicing income, such as the cost to service, the discount rate, the custodial earnings rate, an inflation rate, ancillary income, prepayment speeds, and default rates and losses.
The Company has not recorded any servicing assets or liabilities in accordance with ASC Topic 860, Transfers and Servicing, because the benefits received for servicing approximate the costs incurred by the Company for its servicing responsibilities.
Servicing fee income is recorded for fees earned for servicing loans. The fees are based on a contractual percentage of the outstanding principal; or a fixed amount per loan and are recorded as income when earned. The Company primarily services loans for the Federal Home Loan Mortgage Corporation.
Foreclosed real estate
Foreclosed real estate is held for sale and is initially recorded at fair value less estimated selling cost at the date of foreclosure, establishing a new cost basis. Subsequent to foreclosure, valuations are periodically performed and any write-downs are recorded as a charge to operations, if necessary, to reduce the carrying value of a property to the lower of its cost or fair value less cost to sell. Costs of significant property improvements are capitalized, whereas costs relating to holding property are expensed. The portion of interest costs relating to development of real estate (if any) is capitalized.
Premises and equipment
Land is carried at cost. Other premises and equipment are stated at cost less accumulated depreciation. Depreciation, computed using a combination of accelerated and straight-line methods, is based on estimated useful lives of three to forty years. Maintenance and repairs are expensed as incurred while major additions and improvements are capitalized. Gains and losses on dispositions are included in current operations.
Cash surrender value of bank owned life insurance
The Company maintains bank-owned life insurance policies (“BOLI”) on certain key executives and directors to help offset the rising cost of employee benefits and to assist in the funding of deferred compensation and other employee benefits. BOLI is accounted for using the cash surrender value method and is recorded at the amount that can be realized under the insurance policies at the balance sheet date. At December 31, 2013 and 2012, the aggregate cash surrender value of these policies was $9,813,000 and $9,512,000, respectively.
F-12
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 1. Summary of Significant Accounting Policies (Continued)
Income taxes
The Company accounts for income taxes in accordance with income tax accounting guidance in ASC Topic 740. The income tax accounting guidance results in two components of income tax expense—current and deferred. Current income tax expense reflects taxes to be paid or refunded for the current period by applying the provisions of the enacted tax law to taxable income or loss. The Company determines deferred income taxes using the liability method. Under this method, the net deferred tax asset or liability is based on the tax effects of the differences between the book and tax bases of assets and liabilities. The Company’s deferred taxes relate primarily to differences between the basis of the allowance for loan losses and accumulated depreciation. Deferred tax assets and liabilities are reflected at income tax rates applicable to the period in which the deferred tax assets or liabilities are expected to be realized or settled. As changes in tax laws or rates are enacted, deferred tax assets and liabilities are adjusted through the provision for income taxes. The Company files consolidated income tax returns with its subsidiary. With few exceptions, the Company is no longer subject to tax examinations by tax authorities for years before 2010.
The Company recognizes deferred tax assets if it is more likely than not, based on the technical merits, that the tax position will be realized or sustained upon examination. The Company follows the statutory requirements for its income tax accounting and generally avoids risks associated with potentially problematic tax positions that may be challenged upon examination. The Company recognizes interest and penalties on income taxes as a component of income tax expense.
Advertising costs
Advertising costs are expensed as incurred.
Variable interest entities
An entity is referred to as a variable interest entity (“VIE”) if it meets the criteria outlined in ASC Topic 810, which are: (1) the entity has equity that is insufficient to permit the entity to finance its activities without additional subordinated financial support from other parties, or (2) the entity has equity investors that cannot make significant decisions about the entity’s operations or that do not absorb the expected losses or receive the expected returns of the entity. A VIE must be consolidated by the Company if it is deemed to be the primary beneficiary of the VIE, which is the party involved with the VIE that has a majority of the expected losses, expected residual returns, or both. At December 31, 2013, the Company was not involved with any entity that is deemed to be a VIE.
Securities sold under agreements to repurchase
The Bank enters into sales of securities under agreements to repurchase identical securities the next day.
F-13
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 1. Summary of Significant Accounting Policies (Continued)
Segment reporting
ASC Topic 280, Segment Reporting, provides for the identification of reportable segments on the basis of discrete business units and their financial information to the extent such units are reviewed by an entity’s chief decision maker (which can be an individual or group of management persons). The Statement permits aggregation or combination of segments that have similar characteristics. In the operations of the Bank and its subsidiaries, each bank branch is viewed by management as being a separately identifiable business or segment from the perspective of monitoring performance and allocation of financial resources. Although the branches operate independently and are managed and monitored separately, each is substantially similar in terms of business focus, type of customers, products, and services. Further, the results of Southland and Ti-Serv, Inc. for the years ended
December 31, 2013 and 2012, were not significant for separate disclosure. Accordingly, the Company’s consolidated financial statements reflect the presentation of segment information on an aggregated basis in one reportable segment.
Transfers of financial assets
Transfers of financial assets are accounted for as sales, when control over the assets has been surrendered. Control over transferred assets is deemed to be surrendered when (1) the assets have been isolated from the Company, (2) the transferee obtains the right (free of conditions that constrain it from taking advantage of that right) to pledge or exchange the transferred assets, and (3) the Company does not maintain effective control over the transferred assets through an agreement to repurchase them before their maturity or the ability to unilaterally cause the holder to return specific assets.
The Company originates fixed-rate mortgage loans for sale to secondary market investors subject to contractually specified and limited recourse provisions. The Company may be required to repurchase a previously sold mortgage loan if there is material noncompliance with defined loan origination or documentation standards, including fraud, negligence or material misstatement in the loan documents. The Company has been notified by FHLMC that two loans previously sold to them may not have qualified under their terms of purchase, and the Company may be required to repurchase these loans in the future. At December 31, 2013, the aggregate outstanding balance of loans subject to this recourse obligation was approximately $18,000. No loans were required to be repurchased for the years ended December 31, 2013 or December 31, 2012. Recourse obligations, if any, are determined based upon an estimate of probable credit losses over the term of the loan, and are not significant to the consolidated financial statements. Loans held for sale are classified as loans on the Consolidated Balance Sheets and were not significant for the years ended December 31, 2013 or 2012. All loans held for sale at December 31, 2013 closed within ten days of year end.
F-14
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 1. Summary of Significant Accounting Policies (Continued)
Earnings per share
Basic earnings per share (“EPS”) is calculated by dividing net income available to common stockholders by the weighted-average number of shares of common stock outstanding during the period. Diluted EPS is computed in a manner similar to that of basic EPS except that the weighted-average number of common shares outstanding is increased to include the number of incremental common shares (computed using the treasury stock method) that would have been outstanding if all potentially dilutive common stock equivalents such as stock options were vested during the period.
Stock option plan
The Company recognizes compensation cost relating to share-based payment transactions in accordance with ASC Topic 718, Compensation—Stock Compensation. Compensation cost has been measured based on the grant date fair value of the equity instruments issued. Compensation cost is calculated and recognized over the employee service period, generally defined as the vesting period. The Company uses a stock option pricing model to determine the fair value of the award on the grant date.
Employee stock ownership plan
The Company accounts for the Bank’s Employee Stock Ownership Plan (“ESOP”) in accordance with the GAAP. ESOP shares are considered to be outstanding for the computation of EPS as they are committed to be released.
Comprehensive income
Comprehensive income consists of net income and other comprehensive income. Other comprehensive income includes unrealized gains on securities available for sale, and unrealized losses related to factors other than credit losses on debt securities.
Recent accounting pronouncements
In February 2013, the FASB issued updated guidance related to disclosure of reclassification amounts out of other comprehensive income. The standard requires that companies present either in a single note or parenthetically on the face of the financial statements, the effect of significant amounts reclassified from each component of accumulated other comprehensive income based on its source and the income statement line items affected by the reclassification. The new requirement was effective for public companies in fiscal years, and interim periods within those years, beginning after December 15, 2012. The Company adopted this standard on January 1, 2013. The effect of adopting this standard increased our disclosure requirements surrounding reclassification items out of accumulated other comprehensive income.
F-15
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 1. Summary of Significant Accounting Policies (Continued)
Recent accounting pronouncements (Continued)
The Company has determined that all other recently issued accounting pronouncements will not have a material impact on its consolidated financial statements or do not apply to its operations.
Subsequent events
The Company has evaluated subsequent events for potential recognition and disclosures in the consolidated financial statements and accompanying notes included in this annual report.
Reclassifications
Certain amounts in the 2012 consolidated financial statements have been reclassified to conform to the 2013 presentation. The reclassifications had no effect on net income, total assets or stockholders’ equity as previously reported.
Note 2. Cash and Cash Equivalents
Restrictions on cash and due from banks
The Company is required to maintain average balances on hand or with the Federal Reserve Bank. At December 31, 2013 and 2012, these reserve balances amounted to $1,501,000 and $941,000, respectively.
F-16
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 3. Securities
The amortized cost and estimated fair value of securities classified as available for sale and held to maturity at December 31, 2013 and December 31, 2012, are as follows:
| December 31, 2013 | ||||||||||||||||
| Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value | |||||||||||||
| Securities Available for Sale: |
||||||||||||||||
| Securities of U.S. Government agencies and corporations |
$ | 5,825,027 | $ | 14,733 | $ | (93,496 | ) | $ | 5,746,264 | |||||||
| Mortgage-backed and related securities (1) |
14,514,702 | 189,224 | (66,861 | ) | 14,637,065 | |||||||||||
| State and municipal securities |
11,351,230 | 153,436 | (307,812 | ) | 11,196,854 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 31,690,959 | $ | 357,393 | $ | (468,169 | ) | $ | 31,580,183 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| December 31, 2012 | ||||||||||||||||
| Amortized Cost |
Gross Unrealized Gains |
Gross Unrealized Losses |
Fair Value | |||||||||||||
| Securities Available for Sale: | ||||||||||||||||
| Securities of U.S. Government agencies and corporations |
$ | 13,233,968 | $ | 117,177 | $ | — | $ | 13,351,145 | ||||||||
| Mortgage-backed and related securities (1) |
12,605,316 | 371,395 | (6 | ) | 12,976,705 | |||||||||||
| State and municipal securities |
5,436,337 | 394,395 | (8,474 | ) | 5,822,258 | |||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| $ | 31,275,621 | $ | 882,967 | $ | (8,480 | ) | $ | 32,150,108 | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| (1) | Collateralized by residential mortgages and guaranteed by U.S. Government sponsored entities. |
As of December 31, 2013 and 2012, the Company did not have any securities classified as held-to-maturity.
F-17
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 3. Securities (Continued)
The amortized cost and estimated fair value of securities at December 31, 2013, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.
| December 31, 2013 | ||||||||
| Securities Available for Sale | ||||||||
| Amortized Cost |
Fair Value |
|||||||
| Due in one year or less |
$ | 3,104,640 | $ | 3,113,774 | ||||
| Due after one year through five years |
3,727,669 | 3,668,414 | ||||||
| Due five years to ten years |
8,976,060 | 8,849,370 | ||||||
| Due after ten years |
1,367,888 | 1,311,560 | ||||||
| Mortgage-backed securities |
14,514,702 | 14,637,065 | ||||||
|
|
|
|
|
|||||
| Total |
$ | 31,690,959 | $ | 31,580,183 | ||||
|
|
|
|
|
|||||
The Company had no realized gains or losses for the years ended December 31, 2013 or December 31, 2012.
The Company has pledged securities with carrying values of approximately $17,507,000 and $20,281,000 (which approximates market values) to secure deposits of public and private funds as of December 31, 2013 and December 31, 2012, respectively.
Securities with gross unrealized losses at December 31, 2013 and December 31, 2012, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are as follows:
| December 31, 2013 | ||||||||||||||||||||||||
| Less than 12 Months | 12 Months or Greater |
Total | ||||||||||||||||||||||
| Fair Value |
Gross Unrealized Losses |
Fair Value |
Gross Unrealized Losses |
Fair Value |
Gross Unrealized Losses |
|||||||||||||||||||
| (dollars in thousands) | ||||||||||||||||||||||||
| Securities Available for Sale: | ||||||||||||||||||||||||
| Securities of U.S. Government agencies and corporations |
$ | 1,905 | $ | (93 | ) | $ | — | $ | — | $ | 1,905 | $ | (93 | ) | ||||||||||
| State and municipal securities |
5,104 | (283 | ) | 411 | (25 | ) | 5,515 | (308 | ) | |||||||||||||||
| Mortgage-backed and related securities |
8,332 | (67 | ) | — | — | 8,332 | (67 | ) | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| $ | 15,341 | $ | (443 | ) | $ | 411 | $ | (25 | ) | $ | 15,752 | $ | (468 | ) | ||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
F-18
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 3. Securities (Continued)
Unrealized losses on securities at December 31, 2012, were not significant.
Management performs periodic reviews for impairment in accordance with ASC Topic 320, Investments—Debt and Equity Securities.
At December 31, 2013, there were 22 securities with unrealized losses that had depreciated 2.89 percent from the Company’s amortized cost basis. At December 31, 2012, there were two securities with unrealized losses that had depreciated 1.90 percent from the Company’s amortized cost basis.
Most of these securities are guaranteed by either U.S. government corporations or agencies or had investment grade ratings upon purchase. Further, the issuers of these securities have not established any cause for default. The unrealized losses associated with these investment securities are primarily driven by changes in interest rates and are not due to the credit quality of the securities. These securities will continue to be monitored as a part of the Company’s ongoing impairment analysis, but are expected to perform even if the rating agencies reduce the credit rating of the bond insurers. Management evaluates the financial performance of each issuer on a quarterly basis to determine if it is probable that the issuers can make all contractual principal and interest payments.
Upon acquisition of a security, the Company determines the appropriate impairment model that is applicable. If the security is a beneficial interest in securitized financial assets, the Company uses the beneficial interests in securitized financial assets impairment model. If the security is not a beneficial interest in securitized financial assets, the Company uses the debt and equity securities impairment model. The Company conducts periodic reviews to evaluate each security to determine whether another-than-temporary impairment has occurred. The Company did not have any securities that were classified as other-than-temporarily-impaired at December 31, 2013.
Note 4. Investments, at Cost
The Bank carries the following investments at cost because they are not readily marketable and there is no established market price for the investments. These investments are normally redeemed by the issuer at par value and may carry call or put options under certain circumstances. Investments carried at cost at December 31, 2013 and 2012, consist of:
| December 31, 2013 |
December 31, 2012 |
|||||||
| Federal Home Loan Bank of Cincinnati common stock |
$ | 2,898,800 | $ | 2,898,800 | ||||
| Tenth Street Fund III, L.P. investment |
750,000 | 495,000 | ||||||
|
|
|
|
|
|||||
| $ | 3,648,800 | $ | 3,393,800 | |||||
|
|
|
|
|
|||||
F-19
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 4. Investments, at Cost (Continued)
The Bank, as a member of the Federal Home Loan Bank (“FHLB”) of Cincinnati, is required to maintain an investment in capital stock of the FHLB. Based on redemption provisions of the FHLB, the stock has no quoted market value and is carried at cost. Management reviews for impairment based on the ultimate recoverability of the cost basis in the FHLB stock.
While the Federal Home Loan Banks have been negatively impacted by current economic conditions, the Federal Home Loan Bank of Cincinnati has reported profits for 2013 and 2012, remains in compliance with regulatory capital and liquidity requirements, continues to pay dividends on the stock and make redemptions at the par value. With consideration given to these factors, management concluded that the stock was not impaired at December 31, 2013 or 2012.
Tenth Street Capital Fund III, L.P. is a limited partnership investment in which the Bank holds an ownership interest of less than 3 percent and does not exercise significant influence over the Fund. As such, this investment is accounted for under the cost method of accounting.
Note 5. Loans and Allowance for Loan Losses
The Bank and Southland provide mortgage, consumer, and commercial lending services to individuals and businesses primarily in the East Tennessee area.
The Company’s loans consist of the following at December 31, 2013 and 2012.
| 2013 | 2012 | |||||||
| Mortgage loans on real estate: |
||||||||
| Residential 1-4 family |
$ | 88,414,921 | $ | 83,159,454 | ||||
| Commercial real estate and multi-family (5 or more units) |
74,497,078 | 76,752,945 | ||||||
| Construction and land |
30,720,741 | 21,998,286 | ||||||
|
|
|
|
|
|||||
| 193,632,740 | 181,910,685 | |||||||
| Commercial loans |
13,058,544 | 12,591,324 | ||||||
| Consumer and other |
24,732,518 | 27,992,762 | ||||||
|
|
|
|
|
|||||
| Total loans |
231,423,802 | 222,494,771 | ||||||
| Less: Allowance for loan losses |
(4,432,069 | ) | (4,475,302 | ) | ||||
| Unearned interest and fees |
(396,470 | ) | (447,656 | ) | ||||
| Net deferred loan origination fees |
(389,249 | ) | (297,196 | ) | ||||
|
|
|
|
|
|||||
| Loans, net |
$ | 226,206,014 | $ | 217,274,617 | ||||
|
|
|
|
|
|||||
F-20
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 5. Loans and Allowance for Loan Losses (Continued)
Activity in the allowance for loan losses for 2013 and 2012 are as follows:
| Years Ended December 31, | ||||||||
| 2013 | 2012 | |||||||
| Beginning balance |
$ | 4,475,302 | $ | 4,166,468 | ||||
| Provision for loan losses |
316,393 | 1,080,277 | ||||||
| Loans charged-off |
(594,470 | ) | (908,963 | ) | ||||
| Recoveries |
234,844 | 137,520 | ||||||
|
|
|
|
|
|||||
| Ending balance |
$ | 4,432,069 | $ | 4,475,302 | ||||
|
|
|
|
|
|||||
Loan impairment and any related valuation allowance is determined under the provisions established by ASC Topic 310. For all periods presented, impaired loans without a valuation allowance represent loans for which management believes that the collateral value of the loan is higher than the carrying value of that loan.
The allocation of the allowance for loan losses and recorded investment in loans by portfolio segment are as follows:
| December 31, 2013 | ||||||||||||||||||||||||||||
| Commercial | Residential 1-4 Family |
Commercial Real Estate and Multi-Family |
Construction and Land |
Consumer and Other |
Unallocated | Total | ||||||||||||||||||||||
| Specified reserves- impaired loans |
$ | 86,958 | $ | 545,126 | $ | 85,175 | $ | 303,752 | $ | 69,049 | $ | — | $ | 1,090,060 | ||||||||||||||
| General reserves |
244,980 | 897,380 | 1,023,783 | 652,974 | 461,508 | 61,384 | 3,342,009 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total reserves |
$ | 331,938 | $ | 1,442,506 | $ | 1,108,958 | $ | 956,726 | $ | 530,557 | $ | 61,384 | $ | 4,432,069 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Impaired loans |
$ | 1,901,209 | $ | 5,821,575 | $ | 449,597 | $ | 1,815,293 | $ | 328,373 | $ | — | $ | 10,316,047 | ||||||||||||||
| Performing loans |
11,157,335 | 82,593,346 | 74,047,481 | 28,905,448 | 24,404,145 | — | 221,107,755 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total |
$ | 13,058,544 | $ | 88,414,921 | $ | 74,497,078 | $ | 30,720,741 | $ | 24,732,518 | $ | — | $ | 231,423,802 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| December 31, 2012 | ||||||||||||||||||||||||||||
| Commercial | Residential 1-4 Family |
Commercial Real Estate and Multi- Family |
Construction and Land |
Consumer and Other |
Unallocated | Total | ||||||||||||||||||||||
| Specified reserves- impaired loans |
$ | 454,620 | $ | 739,943 | $ | 109,659 | $ | 361,470 | $ | 56,094 | $ | — | $ | 1,721,786 | ||||||||||||||
| General reserves |
231,445 | 608,979 | 965,336 | 457,514 | 489,382 | 860 | 2,753,516 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total reserves |
$ | 686,065 | $ | 1,348,922 | $ | 1,074,995 | $ | 818,984 | $ | 545,476 | $ | 860 | $ | 4,475,302 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Impaired loans |
$ | 1,870,266 | $ | 6,327,833 | $ | 1,421,168 | $ | 1,978,395 | $ | 281,195 | $ | — | $ | 11,878,857 | ||||||||||||||
| Performing loans |
10,721,058 | 76,831,621 | 75,331,777 | 20,019,891 | 27,711,567 | — | 210,615,914 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Total |
$ | 12,591,324 | $ | 83,159,454 | $ | 76,752,945 | $ | 21,998,286 | $ | 27,992,762 | $ | — | $ | 222,494,771 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
F-21
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 5. Loans and Allowance for Loan Losses (Continued)
The following table details the changes in the allowance for loan losses from December 31, 2011 to December 31, 2013 by class of loan:
| Commercial | Residential 1-4 Family |
Commercial Real Estate and Multi- Family |
Construction and Land |
Consumer and Other |
Unallocated | Total | ||||||||||||||||||||||
| Balance, December 31, 2011 |
$ | 564,853 | $ | 1,344,604 | $ | 1,006,036 | $ | 681,871 | $ | 541,458 | $ | 27,646 | $ | 4,166,468 | ||||||||||||||
| Provision (reallocation) for loan losses |
127,298 | 656,567 | 68,959 | 64,938 | 189,301 | (26,786 | ) | 1,080,277 | ||||||||||||||||||||
| Loans charged-off |
(16,034 | ) | (663,729 | ) | — | — | (229,200 | ) | — | (908,963 | ) | |||||||||||||||||
| Recoveries |
9,948 | 11,480 | — | 72,175 | 43,917 | — | 137,520 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance, December 31, 2012 |
686,065 | 1,348,922 | 1,074,995 | 818,984 | 545,476 | 860 | 4,475,302 | |||||||||||||||||||||
| Provision (reallocation) for loan losses |
(500,574 | ) | 257,300 | 33,963 | 235,242 | 229,938 | 60,524 | 316,393 | ||||||||||||||||||||
| Loans charged-off |
— | (194,671 | ) | — | (97,500 | ) | (302,299 | ) | — | (594,470 | ) | |||||||||||||||||
| Recoveries |
146,447 | 30,955 | — | — | 57,442 | — | 234,844 | |||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
| Balance, December 31, 2013 |
$ | 331,938 | $ | 1,442,506 | $ | 1,108,958 | $ | 956,726 | $ | 530,557 | $ | 61,384 | $ | 4,432,069 | ||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
The following tables present loans individually evaluated for impairment by class of loans:
| December 31, 2013 | ||||||||||||||||||||||||
| Commercial | Residential 1- 4 Family |
Commercial Real Estate and Multi- Family |
Construction and Land |
Consumer and Other |
Total | |||||||||||||||||||
| Impaired loans: |
||||||||||||||||||||||||
| Without a valuation allowance |
$ | 47,141 | $ | 3,285,685 | $ | 247,422 | $ | 346,571 | $ | 78,393 | $ | 4,005,212 | ||||||||||||
| With a valuation allowance |
1,854,068 | 2,535,890 | 202,175 | 1,468,722 | 249,980 | 6,310,835 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Recorded investment in impaired loans |
$ | 1,901,209 | $ | 5,821,575 | $ | 449,597 | $ | 1,815,293 | $ | 328,373 | $ | 10,316,047 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Unpaid principal balance of impaired loans |
$ | 1,941,056 | $ | 6,232,048 | $ | 449,597 | $ | 2,752,396 | $ | 328,843 | $ | 11,703,940 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Valuation allowance related to impaired loans |
$ | 86,958 | $ | 545,126 | $ | 85,175 | $ | 303,752 | $ | 69,049 | $ | 1,090,060 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Average investment in impaired loans |
$ | 1,878,458 | $ | 8,658,167 | $ | 880,839 | $ | 1,869,016 | $ | 327,904 | $ | 13,614,384 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Interest income recognized on impaired loans |
$ | 101,112 | $ | 353,260 | $ | 55,697 | $ | 7,275 | $ | 20,066 | $ | 537,410 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
F-22
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 5. Loans and Allowance for Loan Losses (Continued)
| December 31, 2012 | ||||||||||||||||||||||||
| Commercial | Residential 1-4 Family |
Commercial Real Estate and Multi- Family |
Construction and Land |
Consumer and Other |
Total | |||||||||||||||||||
| Impaired loans: |
||||||||||||||||||||||||
| Without a valuation allowance |
$ | 34,885 | $ | 2,112,736 | $ | 1,061,923 | $ | 768,424 | $ | 73,927 | $ | 4,051,895 | ||||||||||||
| With a valuation allowance |
1,835,381 | 4,215,097 | 359,245 | 1,209,971 | 207,268 | 7,826,962 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Recorded investment in impaired loans |
$ | 1,870,266 | $ | 6,327,833 | $ | 1,421,168 | $ | 1,978,395 | $ | 281,195 | $ | 11,878,857 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Unpaid principal balance of impaired loans |
$ | 1,910,113 | $ | 6,719,860 | $ | 1,421,168 | $ | 2,817,998 | $ | 281,865 | $ | 13,151,004 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Valuation allowance related to impaired loans |
$ | 454,620 | $ | 739,943 | $ | 109,659 | $ | 361,470 | $ | 56,094 | $ | 1,721,786 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Average investment in impaired loans |
$ | 2,254,699 | $ | 5,750,530 | $ | 2,117,175 | $ | 2,031,800 | $ | 506,201 | $ | 12,660,405 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Interest income recognized on impaired loans |
$ | 114,732 | $ | 333,710 | $ | 104,273 | $ | 29,077 | $ | 35,663 | $ | 617,455 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
The following tables present an aged analysis of past due loans:
| December 31, 2013 | ||||||||||||||||||||||||
| 30-89 Days Past Due |
Greater Than 90 Days Past Due and Non-Accrual |
Total Past Due |
Current Loans |
Total Loans |
Recorded Investment ³ 90 Days Past Due and Accruing |
|||||||||||||||||||
| Residential 1-4 family |
$ | 915,785 | $ | 2,440,384 | $ | 3,356,169 | $ | 85,058,752 | $ | 88,414,921 | $ | 20,128 | ||||||||||||
| Commercial real estate and multifamily |
— | 96,055 | 96,055 | 74,401,023 | 74,497,078 | — | ||||||||||||||||||
| Construction and land |
381,336 | 1,402,960 | 1,784,296 | 28,936,445 | 30,720,741 | — | ||||||||||||||||||
| Commercial |
24,515 | 47,141 | 71,656 | 12,986,888 | 13,058,544 | — | ||||||||||||||||||
| Consumer and other |
341,647 | 56,953 | 398,600 | 24,333,918 | 24,732,518 | 27,182 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 1,663,283 | $ | 4,043,493 | $ | 5,706,776 | $ | 225,717,026 | $ | 231,423,802 | $ | 47,310 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| December 31, 2012 | ||||||||||||||||||||||||
| 30-89 Days Past Due |
Greater Than 90 Days Past Due and Non-Accrual |
Total Past Due |
Current Loans |
Total Loans |
Recorded Investment ³ 90 Days Past Due and Accruing |
|||||||||||||||||||
| Residential 1-4 family |
$ | 107,603 | $ | 2,298,290 | $ | 2,405,893 | $ | 80,753,561 | $ | 83,159,454 | $ | 10,237 | ||||||||||||
| Commercial real estate and multifamily |
99,229 | — | 99,229 | 76,653,716 | 76,752,945 | — | ||||||||||||||||||
| Construction and land |
1,704,110 | 1,555,346 | 3,259,456 | 18,738,830 | 21,998,286 | — | ||||||||||||||||||
| Commercial |
— | — | — | 12,591,324 | 12,591,324 | — | ||||||||||||||||||
| Consumer and other |
183,383 | 44,962 | 228,345 | 27,764,417 | 27,992,762 | 18,160 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 2,094,325 | $ | 3,898,598 | $ | 5,992,923 | $ | 216,501,848 | $ | 222,494,771 | $ | 28,397 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
F-23
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 5. Loans and Allowance for Loan Losses (Continued)
Credit quality indicators:
Federal regulations require us to review and classify our assets on a regular basis. There are three classifications for problem assets: substandard, doubtful, and loss. “Substandard assets” must have one or more defined weaknesses and are characterized by the distinct possibility that we will sustain some loss if the deficiencies are not corrected. “Doubtful assets” have the weaknesses of substandard assets with the additional characteristic that the weaknesses make collection or liquidation in full on the basis of currently existing facts, conditions and values questionable, and there is a high possibility of loss. An asset classified “loss” is considered uncollectible and of such little value that continuance as an asset of the institution is not warranted. The regulations also provide for a “special mention” category, described as assets which do not currently expose an institution to a sufficient degree of risk to warrant classification but do possess credit deficiencies or potential weaknesses deserving close attention. When we classify an asset as substandard or doubtful, we may establish a specific allowance for loan losses.
The following outlines the amount of each loan classification and the amount categorized into each risk rating class:
| December 31, 2013 | ||||||||||||||||||||||||
| Pass | Special Mention |
Substandard | Doubtful | Loss | Total | |||||||||||||||||||
| Residential 1-4 family |
$ | 81,288,044 | $ | 1,305,302 | $ | 5,821,575 | $ | — | $ | — | $ | 88,414,921 | ||||||||||||
| Commercial real estate and multifamily |
73,918,715 | 128,766 | 449,597 | — | — | 74,497,078 | ||||||||||||||||||
| Construction and land |
27,155,327 | 1,750,121 | 1,815,293 | — | — | 30,720,741 | ||||||||||||||||||
| Commercial |
11,157,335 | — | 1,901,209 | — | — | 13,058,544 | ||||||||||||||||||
| Consumer and other |
24,159,285 | 244,860 | 328,373 | — | — | 24,732,518 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 217,678,706 | $ | 3,429,049 | $ | 10,316,047 | $ | — | $ | — | $ | 231,423,802 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| December 31, 2012 | ||||||||||||||||||||||||
| Pass | Special Mention |
Substandard | Doubtful | Loss | Total | |||||||||||||||||||
| Residential 1-4 family |
$ | 75,378,535 | $ | 1,453,086 | $ | 6,327,833 | $ | — | $ | — | $ | 83,159,454 | ||||||||||||
| Commercial real estate and multifamily |
75,200,270 | 131,507 | 1,421,168 | — | — | 76,752,945 | ||||||||||||||||||
| Construction and land |
19,962,200 | 57,691 | 1,978,395 | — | — | 21,998,286 | ||||||||||||||||||
| Commercial |
10,721,058 | — | 1,870,266 | — | — | 12,591,324 | ||||||||||||||||||
| Consumer and other |
27,546,270 | 165,297 | 281,195 | — | — | 27,992,762 | ||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
| Total |
$ | 208,808,333 | $ | 1,807,581 | $ | 11,878,857 | $ | — | $ | — | $ | 222,494,771 | ||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
F-24
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 5. Loans and Allowance for Loan Losses (Continued)
A modification of a loan constitutes a troubled debt restructuring (“TDR”) when a borrower is experiencing financial difficulty and the modification constitutes a concession. By granting the concession, the Company expects to increase the probability of collection by more than would be expected by not granting the concession. The Company’s determination of whether a modification is a TDR considers the facts and circumstances surrounding each respective modification.
The following presents information related to loans modified as a TDR:
| Year Ended December 31, 2013 | ||||||||||||
| Number Of Loans |
Pre-Modification Outstanding Recorded Investment |
Post- Modification Outstanding Recorded Investment |
||||||||||
| Residential 1-4 family |
1 | $ | 64,088 | $ | 64,088 | |||||||
| Commercial real estate and multifamily |
— | — | — | |||||||||
| Construction and land |
— | — | — | |||||||||
| Commercial |
— | — | — | |||||||||
| Consumer and other |
9 | 43,463 | 43,463 | |||||||||
|
|
|
|
|
|
|
|||||||
| 10 | $ | 107,552 | $ | 107,552 | ||||||||
|
|
|
|
|
|
|
|||||||
| Year Ended December 31, 2012 | ||||||||||||
| Number Of Loans |
Pre-Modification Outstanding Recorded Investment |
Post- Modification Outstanding Recorded Investment |
||||||||||
| Residential 1-4 family |
3 | $ | 263,937 | $ | 263,937 | |||||||
| Commercial real estate and multifamily |
1 | 99,687 | 99,687 | |||||||||
| Construction and land |
2 | 29,629 | 29,629 | |||||||||
| Commercial |
— | — | — | |||||||||
| Consumer and other |
12 | 77,614 | 77,614 | |||||||||
|
|
|
|
|
|
|
|||||||
| 18 | $ | 470,867 | $ | 470,867 | ||||||||
|
|
|
|
|
|
|
|||||||
F-25
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 5. Loans and Allowance for Loan Losses (Continued)
The following sets forth loans modified in a TDR for the years ended December 31, 2013 and 2012, that subsequently defaulted (i.e., 60 days or more past due following a modification) during the same respective year:
| Year Ended December 31, 2013 |
||||||||
| Number of Loans |
Outstanding Recorded Investment at Default |
|||||||
| Residential 1-4 family |
— | $ | — | |||||
| Commercial real estate and multifamily |
— | — | ||||||
| Construction and land |
— | — | ||||||
| Commercial |
— | — | ||||||
| Consumer and other |
2 | 7,205 | ||||||
|
|
|
|
|
|||||
| 2 | $ | 7,205 | ||||||
|
|
|
|
|
|||||
| Year Ended December 31, 2012 |
||||||||
| Number of Loans |
Outstanding Recorded Investment at Default |
|||||||
| Residential 1-4 family |
2 | $ | 219,225 | |||||
| Commercial real estate and multifamily |
— | — | ||||||
| Construction and land |
1 | 5,433 | ||||||
| Commercial |
— | — | ||||||
| Consumer and other |
3 | 9,693 | ||||||
|
|
|
|
|
|||||
| 6 | $ | 234,351 | ||||||
|
|
|
|
|
|||||
Note 6. Premises and Equipment
A summary of the Company’s premises and equipment is as follows:
| December 31, | ||||||||
| 2013 | 2012 | |||||||
| Land |
$ | 931,580 | $ | 1,101,580 | ||||
| Buildings |
5,548,905 | 5,601,140 | ||||||
| Leasehold improvements |
115,105 | 106,525 | ||||||
| Equipment |
5,754,231 | 5,153,036 | ||||||
| Automobiles |
17,348 | 17,348 | ||||||
| Construction in progress |
78,416 | — | ||||||
|
|
|
|
|
|||||
| 12,445,585 | 11,979,629 | |||||||
| Less accumulated depreciation |
(7,912,747 | ) | (7,374,747 | ) | ||||
|
|
|
|
|
|||||
| $ | 4,532,838 | $ | 4,604,882 | |||||
|
|
|
|
|
|||||
Depreciation expense amounted to $588,215 and $476,818 for the years ended December 31, 2013 and 2012, respectively.
F-26
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 7. Deposits
The aggregate amount of time deposits in denominations of $100,000 or more were $47,246,566 and $43,216,075 at December 31, 2013 and 2012, respectively. Deposit accounts are federally insured up to $250,000 per depositor.
At December 31, 2013, the scheduled maturities of time deposits are as follows:
| 2014 |
$ | 36,660,485 | ||
| 2015 |
37,578,384 | |||
| 2016 |
11,562,045 | |||
| 2017 |
5,980,586 | |||
| 2018 |
2,057,018 | |||
|
|
|
|||
| $ | 93,838,518 | |||
|
|
|
|||
Deposit interest expense for the years ended December 31, 2013 and 2012, is as follows:
| December 31, | ||||||||
| 2013 | 2012 | |||||||
| Demand deposit and NOW accounts |
$ | 114,026 | $ | 190,328 | ||||
| Money market accounts |
248,126 | 225,301 | ||||||
| Savings accounts |
21,553 | 20,598 | ||||||
| IRA accounts |
443,617 | 615,508 | ||||||
| Certificates of deposit |
1,227,107 | 1,453,138 | ||||||
|
|
|
|
|
|||||
| $2,054,429 | $2,504,873 | |||||||
|
|
|
|
|
|||||
The Bank had one deposit relationship that approximated 6.0 percent of total deposits at December 31, 2012. There were no deposit relationships that exceed 5.0 percent of total deposits at December 31, 2013.
Note 8. Securities Sold Under Agreements to Repurchase
Securities sold under agreements to repurchase averaged approximately $1,530,000 and $1,890,000 for the years ended December 31, 2013 and 2012, respectively.
Note 9. Federal Home Loan Bank Advances and Letters of Credit
All FHLB advances matured and were paid in 2013. No amounts were outstanding at December 31, 2013. Advances outstanding at December 31, 2012 were $3,000,000.
Pursuant to collateral agreements with the FHLB, the letters of credit described below are secured by the Bank’s FHLB stock and qualifying first mortgage loans, totaling approximately $15,822,000 and $21,031,000 as of December 31, 2013 and 2012, respectively.
F-27
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 9. Federal Home Loan Bank Advances and Letters of Credit (Continued)
The Bank also has a Standby Letter of Credit for Public Unit Deposit Collateralization Line with the FHLB which provides an alternative for the Bank instead of pledging securities to public depositors up to a maximum credit line of approximately $18,000,000. This line of credit is secured by the collateral described above. The FHLB issues irrevocable letters of credit on behalf of the Bank to certain public entities which are depositors of the Bank. Letters of credit outstanding as of December 31, 2013 and 2012, were $11,750,000 and $11,750,000, respectively.
Note 10. Minimum Regulatory Capital Requirements
The Bank is subject to various regulatory capital requirements administered by its primary federal regulator, which historically had been the Office of Thrift Supervision (OTS). Under the Dodd-Frank Act of 2010, the OTS was eliminated and responsibility for the supervision and regulation of the Bank was transferred to the Office of the Comptroller of the Currency (OCC) on July 21, 2011. The OCC is now the agency that is primarily responsible for the regulation and supervision of national banks and federal savings associations. Failure to meet minimum capital requirements can initiate certain mandatory and possibly additional discretionary actions by regulators that, if undertaken, could have a direct material affect on the Bank and the consolidated financial statements.
Under capital adequacy guidelines and the regulatory framework for prompt corrective action, the Bank must meet specific capital guidelines that involve quantitative measures of the Bank’s assets, liabilities, and certain off-balance sheet items as calculated under regulatory accounting practices. The Bank’s capital amounts and classification are also subject to qualitative judgments by the regulators about components, risk weightings, and other factors.
Quantitative measures established by regulation to ensure capital adequacy require the Bank to maintain minimum amounts and ratios (set forth in the table below) of total and Tier I capital (as defined in the regulations) to risk-weighted assets (as defined), and of Tier I capital (as defined) to average assets (as defined). Management believes, as of December 31, 2013 and December 31, 2012, that the Bank met all capital adequacy requirements to which it was subject.
As of December 31, 2013, the most recent notification from the OCC categorized the Bank as well capitalized under the regulatory framework for prompt corrective action. There are no conditions or events since that notification that management believes have changed the institution’s prompt corrective action category.
F-28
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 10. Minimum Regulatory Capital Requirements (Continued)
The Bank’s actual capital amounts and ratios are presented in the following tables. Dollar amounts are presented in thousands.
| Actual | For Capital Adequacy Purposes |
To be Well Capitalized Under Prompt Corrective Action Provisions |
||||||||||||||||||||||
| Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
| As of December 31, 2013: |
||||||||||||||||||||||||
| Total capital (to risk-weighted assets) |
$ | 34,472 | 17.01 | % | $ | 16,216 | 8.00 | % | $ | 20,271 | 10.00 | % | ||||||||||||
| Tier I capital (to risk-weighted assets) |
31,915 | 15.74 | % | 8,108 | 4.00 | % | 12,162 | 6.00 | % | |||||||||||||||
| Tier I capital (to adjusted total assets) |
31,915 | 10.84 | % | 11,777 | 4.00 | % | 14,721 | 5.00 | % | |||||||||||||||
| Tangible capital (to adjusted total assets) |
31,915 | 10.84 | % | 4,416 | 1.50 | % | N/A | N/A | ||||||||||||||||
| Actual | For Capital Adequacy Purpose |
To be Well Capitalized Under Prompt Corrective Action Provisions |
||||||||||||||||||||||
| Amount | Ratio | Amount | Ratio | Amount | Ratio | |||||||||||||||||||
| As of December 31, 2012: |
||||||||||||||||||||||||
| Total capital (to risk-weighted assets) |
$ | 41,490 | 21.33 | % | $ | 15,559 | 8.00 | % | $ | 19,449 | 10.00 | % | ||||||||||||
| Tier I capital (to risk-weighted assets) |
39,034 | 20.07 | % | 7,780 | 4.00 | % | 11,669 | 6.00 | % | |||||||||||||||
| Tier I capital (to adjusted total assets) |
39,034 | 13.43 | % | 11,625 | 4.00 | % | 14,531 | 5.00 | % | |||||||||||||||
| Tangible capital (to adjusted total assets) |
39,034 | 13.43 | % | 4,359 | 1.50 | % | N/A | N/A | ||||||||||||||||
Note 11. Income Taxes
Net deferred tax assets consist of the following components as of December 31, 2013 and December 31, 2012:
| December 31, | ||||||||
| 2013 | 2012 | |||||||
| Deferred tax assets: |
||||||||
| Allowance for loan losses |
$ | 865,218 | $ | 918,500 | ||||
| Deferred compensation |
993,953 | 887,302 | ||||||
| Executive benefit plan |
102,744 | 117,940 | ||||||
| Other |
546,434 | 448,957 | ||||||
|
|
|
|
|
|||||
| 2,508,349 | 2,372,699 | |||||||
|
|
|
|
|
|||||
| Deferred tax liabilities: |
||||||||
| FHLB stock dividends |
375,510 | 375,510 | ||||||
| Depreciable assets |
425,986 | 288,582 | ||||||
| Other |
327,334 | 643,168 | ||||||
|
|
|
|
|
|||||
| 1,128,830 | 1,307,260 | |||||||
|
|
|
|
|
|||||
| Net deferred tax assets |
$ | 1,379,519 | $ | 1,065,439 | ||||
|
|
|
|
|
|||||
F-29
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 11. Income Taxes (Continued)
The provision for income taxes charged to income for the years ended December 31, 2013 and 2012, consists of the following:
| Years Ended December 31, |
||||||||
| 2013 | 2012 | |||||||
| Current tax expense |
$ | 982,025 | $ | 1,711,420 | ||||
| Deferred expense (benefit) |
60,322 | (102,768 | ) | |||||
|
|
|
|
|
|||||
| Provision for income taxes |
$ | 1,042,347 | $ | 1,608,652 | ||||
|
|
|
|
|
|||||
The income tax provision is less than the expected tax provision computed by multiplying income before income taxes by the statutory federal income tax rates. The reasons for this difference are as follows:
| Years Ended December 31, | ||||||||||||||||
| 2013 | % | 2012 | % | |||||||||||||
| Expected tax at statutory rates |
$ | 1,141,000 | 34.00 | % | $ | 1,432,000 | 34.00 | % | ||||||||
| Tax-exempt earnings on life insurance policies |
(112,510 | ) | (3.34 | ) | (129,922 | ) | (3.09 | ) | ||||||||
| Tax-exempt interest |
(80,157 | ) | (2.39 | ) | (75,018 | ) | (1.78 | ) | ||||||||
| State income taxes, net of federal income tax benefit |
143,905 | 4.29 | 180,691 | 4.29 | ||||||||||||
| Other |
(49,891 | ) | (1.49 | ) | 200,901 | 4.77 | ||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Provision for income taxes |
$ | 1,042,347 | 31.07 | % | $ | 1,608,652 | 38.19 | % | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
Note 12. Employee Benefits
401(k) Plan
The Bank has adopted a 401(k) plan covering substantially all employees. Employees are allowed to contribute up to 75% of earnings, subject to Internal Revenue Service limitations. In addition, the Bank will match a portion of the employees’ contributions. The expenses incurred by the Bank for the plan totaled $263,764 and $156,332 for the years ended December 31, 2013 and 2012, respectively.
2010 Equity Incentive Plan
The Athens Bancshares Corporation 2010 Equity Incentive Plan (“the 2010 Plan”) was approved by the Company’s stockholders at the annual meeting of stockholders held on July 14, 2010. Under the terms of the 2010 Plan, the Company may grant restricted stock awards and stock options to its employees, officers, and directors. The purpose of the 2010 Plan is to promote the success of the Company by linking the personal interests of its employees, officers, and directors to the interest of the Company’s shareholders, and by providing participants with an incentive for remarkable performance. All of the Company’s employees, officers, and directors are eligible to participate in the 2010 Plan.
F-30
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 12. Employee Benefits (Continued)
2010 Equity Incentive Plan (Continued)
Under terms of the 2010 Plan, the Company is authorized to issue up to 277,725 stock options and up to 111,090 shares of restricted stock.
Stock Options:
The Company granted stock options to its directors, officers, and employees on December 15, 2010. Both incentive stock options and non-qualified stock options were granted under the 2010 Plan. The exercise price for each option was equal to the market price of the Company’s stock on the date of grant and the maximum term of each option is ten years. The vesting period for all options is five years, pro rata, from the date of grant. The Company recognizes compensation expense over the vesting period, based on the grant-date fair value of the options granted. The fair value of each option granted is estimated on the date of grant using the Black-Scholes option-pricing model. For the year ended December 31, 2013 and 2012, the Company recorded stock compensation expense of $54,151 and $54,151, respectively. At December 31, 2013, the total remaining compensation cost to be recognized on non-vested options is approximately $95,000.
A summary of the activity in the 2010 Plan as of December 31, 2013 and 2012, is presented in the following table:
| Year Ended December 31, 2013 | Year Ended December 31, 2012 |
|||||||||||||||||||
| Shares | Average Exercise Price |
Aggregate Intrinsic Value(1) |
Shares | Average Exercise Price |
||||||||||||||||
| Outstanding at beginning of year |
236,062 | $ | 11.50 | 236,062 | $ | 11.50 | ||||||||||||||
| Granted |
— | N/A | — | N/A | ||||||||||||||||
| Exercised |
— | N/A | — | N/A | ||||||||||||||||
| Forfeited |
— | N/A | — | N/A | ||||||||||||||||
|
|
|
|
|
|||||||||||||||||
| Outstanding at end of year |
236,062 | 11.50 | $ | 1,964,036 | 236,062 | 11.50 | ||||||||||||||
|
|
|
|
|
|||||||||||||||||
| Options exercisable at year-end |
141,637 | $ | 11.50 | 1,178,422 | 94,425 | $ | 11.50 | |||||||||||||
|
|
|
|
|
|||||||||||||||||
| Weighted-average fair value of options granted during the year |
$ | — | $ | — | ||||||||||||||||
| (1) | The aggregate intrinsic value of a stock option in the table above represents the total pre-tax intrinsic value (the amount by which the current market value of the underlying stock exceeds the exercise price of the option) that would have been received by the option holders had all option holders exercised their options on December 31, 2013. This amount changes based on changes in the market value of the Company’s stock. |
F-31
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 12. Employee Benefits (Continued)
2010 Equity Incentive Plan (Continued)
Other information regarding options outstanding and exercisable as of December 31, 2013, is as follows:
| Options Outstanding | Options Exercisable | |||||||||||||||||||||
| Exercise Price |
Number of Shares |
Weighted- Average Exercise Price |
Weighted Average Remaining Contractual Life In Years |
Number of Shares |
Weighted- Average Exercise Price |
|||||||||||||||||
| $11.50 | 236,062 | $ | 11.50 | 7.00 | 141,637 | $ | 11.50 | |||||||||||||||
Information pertaining to non-vested options for the year ended December 31, 2013, is as follows:
| Number of Shares |
Weighted Average Grant Date Fair Value |
|||||||
| Non-vested options, December 31, 2012 |
141,637 | $ | 1.27 | |||||
| Granted |
— | — | ||||||
| Vested |
(47,212 | ) | 1.27 | |||||
| Forfeited |
— | — | ||||||
|
|
|
|||||||
| Non-vested options, December 31, 2013 |
94,425 | $ | 1.27 | |||||
|
|
|
|||||||
Restricted Stock:
On January 19, 2011, the Company awarded 94,426 shares of restricted stock to its directors, officers, and employees pursuant to the terms of the 2010 Plan. Compensation expense associated with the performance-based share awards is recognized over the time period that the restrictions associated with the awards lapse based on the total cost of the award, which is the fair market value of the stock on the date of the grant. The closing price on the date of the grants issued on January 19, 2011 was $12.75 per share.
On December 19, 2012, the Company awarded 16,664 shares of restricted stock to its officers and employees pursuant to the terms of the 2010 Plan. The closing price on the date of the grants issued on December 19, 2012 was $16.65.
For the years ended December 31, 2013 and 2012, the Company recognized $296,277 and $240,786, respectively, in compensation expense attributable to shares that have been awarded. At December 31, 2013, the total remaining compensation cost to be recognized on non-vested restricted stock is approximately $944,000.
F-32
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 12. Employee Benefits (Continued)
2010 Equity Incentive Plan (Continued)
A summary of activity for unvested restricted awards for the year ended December 31, 2013, is as follows:
| Number | Grant
Date Weighted-Average Cost |
|||||||
| Unvested at December 31, 2012 |
92,205 | $ | 13.45 | |||||
| Shares awarded |
— | — | ||||||
| Restrictions lapsed and shares released |
(22,218 | ) | 13.34 | |||||
| Shares forfeited |
— | — | ||||||
|
|
|
|
|
|||||
| Unvested at December 31, 2013 |
69,987 | $ | 13.49 | |||||
|
|
|
|
|
|||||
Employee Stock Ownership Plan (ESOP)
The Bank sponsors a leveraged ESOP that covers substantially all employees who meet certain age and eligibility requirements. As part of the initial public offering, the ESOP purchased 222,180 shares, or approximately 8% of the 2,777,250 shares issued, with the proceeds of a 15 year loan from the Company which is payable in annual installments and bears interest at 3.25% per annum.
The Bank has committed to make contributions to the ESOP sufficient to support the debt service of the loan. The loan is secured by the unallocated shares, which are held in a suspense account, and are allocated among the participants as the loan is repaid. Cash dividends paid on allocated shares are distributed to the participant and cash dividends paid on unallocated shares are used to repay the outstanding debt of the ESOP.
ESOP shares are held by the plan trustee in a suspense account until allocated to participant accounts. Shares released from the suspense account are allocated to participants on the basis of their relative compensation in the year of allocation. Participants become vested in the allocated shares upon four years of employment with the Bank. Any forfeited shares are allocated to other participants in the same proportion as contributions.
As ESOP shares are allocated to participants, the Bank recognizes compensation expense equal to the fair value of the earned ESOP shares. Total compensation expense for the years ended December 31, 2013 and 2012, respectively was $268,707 and $222,624.
F-33
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 12. Employee Benefits (Continued)
Employee Stock Ownership Plan (Continued)
A detail of ESOP shares is as follows:
| December 31, 2013 |
December 31, 2012 |
|||||||
| Allocated shares |
59,248 | 44,436 | ||||||
| Unallocated shares |
162,932 | 177,744 | ||||||
|
|
|
|
|
|||||
| Total ESOP shares |
222,180 | 222,180 | ||||||
|
|
|
|
|
|||||
| Fair value of unreleased shares |
$ | 3,229,312 | $2,934,553 | |||||
|
|
|
|
|
|||||
Executive Benefit Plans
The Company has employment agreements with three of its executive officers for post-retirement compensation and other related benefits. As of December 31, 2013 and 2012, the net present value liability of these benefits was approximately $1,455,000 and $1,141,000, respectively. The expenses incurred by the Company for these executive benefits totaled $314,018 and $295,414 for the years ended December 31, 2013 and 2012, respectively.
The Bank has an agreement with its former president that resulted in a net present value liability of $268,332 and $308,017 at December 31, 2013 and 2012, respectively. The expenses incurred by the Bank for such benefits were $17,343 and $19,645 for the years ended December 31, 2013 and 2012, respectively.
Note 13. Deferred Compensation
The Bank has established deferred compensation plans for the benefit of its board of directors. Under the plans, any director electing to defer directors’ fees will be entitled to receive the accumulated benefits, including interest earned, over a period of five to fifteen years following retirement. The Bank recognizes the liability for these benefits over the service period. As of December 31, 2013 and December 31, 2012, the liability for these benefits was $519,902 and $605,354, respectively. The expenses incurred by the Bank for these plans totaled $14,770 and $6,496 for the years ended December 31, 2013 and 2012, respectively. The Bank, utilizing BOLI, has insured the lives of certain directors who participate in the deferred compensation plans to assist in the funding of the deferred compensation liability. The Bank is the owner and beneficiary of the insurance policies.
F-34
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 14. Fair Value Disclosures
The Company uses fair value measurements to record fair value adjustments to certain assets and liabilities and to determine fair value disclosures. In accordance with ASC Topic 820, Fair Value Measurements and Disclosures, the fair value of a financial instrument is the price that would be received to sell an asset or paid to transfer a liability in an orderly transaction between market participants at the measurement date. Fair value is best determined based upon quoted market prices. In cases where quoted market prices are not available, fair values are based on estimates using present value or other valuation techniques. Those techniques are significantly affected by the assumptions used, including the discount rate and estimates of future cash flows. Accordingly, the fair value estimates may not be realized in an immediate settlement of the instrument.
ASC Topic 820 provides a consistent definition of fair value, which focuses on exit price in an orderly transaction between market participants at the measurement date under current market conditions. If there has been a significant decrease in the volume and level of activity for the asset or liability, a change in valuation technique or the use of multiple valuation techniques may be appropriate. In such instances, determining the price at which willing market participants would transact at the measurement date under current market conditions depends on the facts and circumstances and requires the use of significant judgment. The fair value is a reasonable point within the range that is most representative of fair value under current market conditions.
ASC Topic 820 also establishes a three-tier fair value which requires an entity to maximize the use of observable inputs and minimize the use of unobservable inputs when measuring fair value, as follows:
Level 1—Quoted prices (unadjusted) in active markets for identical assets or liabilities that the Company has the ability to access.
Level 2—Significant other observable inputs other than Level 1 prices, such as quoted prices for similar assets or liabilities in active markets, quoted prices in markets that are not active and other inputs that are observable or can be corroborated by observable market data.
Level 3—Significant unobservable inputs that reflect a company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.
A financial instrument’s categorization within the valuation hierarchy is based upon the lowest level of input that is significant to the fair value measurement. There have been no changes in the methodologies used at December 31, 2013 and 2012.
F-35
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 14. Fair Value Disclosures (Continued)
The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments.
Cash, cash equivalents, and interest-bearing time deposits in banks:
The carrying amounts of cash, cash equivalents, and interest-bearing time deposits in banks approximate fair values based on the short-term nature of the assets. These assets are included in Level 1 of the valuation hierarchy.
Securities:
Fair values are estimated using pricing models and discounted cash flows that consider standard input factors such as observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, and credit spreads. Securities classified as available for sale are reported at fair value utilizing Level 2 inputs.
Investments, at cost:
The carrying value of investments at cost approximate fair value. These assets are included in Level 3 of the valuation hierarchy.
Loans:
For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on carrying values. Fair value for fixed-rate loans are estimated using discounted cash flow analyses, using market interest rates for comparable loans. These are reflected within Level 3 of the valuation hierarchy. The Company does not record loans at fair value on a recurring basis. However, from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it is probable that payment of interest and principal will not be made in accordance with the contractual terms of the loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures impairment in accordance with ASC Topic 310, Receivables. The fair value of impaired loans is estimated using several methods including collateral value, liquidation value and discounted cash flows. Those impaired loans not requiring an allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded investments in such loans. At December 31, 2013, substantially all of the total impaired loans were evaluated based on the fair value of collateral. In accordance with ASC Topic 310, impaired loans where an allowance is established based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the collateral is based on the observable market price or a current, independent appraised value, the Company records the impaired loan as nonrecurring Level 2. The Company records the impaired loan as nonrecurring Level 3 when management has become aware of events that have significantly impacted the condition or marketability of the collateral since the most recent appraisal which are not observable market prices. Also, certain impaired loans recorded as nonrecurring Level 3 are evaluated based on a discounted cash flow methodology comparing the contractual rate against the modified rate. In this case, management will reduce the appraisal value based on factors determined by their judgment and collective knowledge of the collateral and market conditions.
F-36
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 14. Fair Value Disclosures (Continued)
Cash surrender value of bank owned life insurance:
The carrying amounts of cash surrender value of BOLI approximate their fair value. The carrying amount is based on information received from the insurance carriers indicating the financial performance of the policies and the amount the Company would receive should the policies be surrendered. The Company reflects these assets within Level 2 of the valuation hierarchy.
Foreclosed real estate:
Foreclosed real estate consisting of properties obtained through foreclosure or in satisfaction of loans is initially recorded at fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure, any excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the allowance for loan losses. Gains or losses on sale and any subsequent adjustments to the fair value are recorded as a component of foreclosed real estate expense. Foreclosed real estate is included in Level 2 of the valuation hierarchy.
Deposits:
The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits and NOW, money market, and savings accounts, is equal to the amount payable on demand at the reporting date. The fair value of time deposits is based on the discounted value of contractual cash flows, and is included in Level 3 of the valuation hierarchy. The discount rate is estimated using the rates currently offered for deposits of similar remaining maturities.
Securities sold under agreements to repurchase:
The estimated fair value of these liabilities, which are extremely short term, approximates their carrying value. These liabilities are included in Level 3 of the valuation hierarchy.
Federal Home Loan Bank advances:
Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the fair value of existing debt. These liabilities are included in Level 3 of the valuation hierarchy.
Accrued interest:
The carrying amounts of accrued interest approximate fair value. These assets and liabilities are included in Level 3 of the valuation hierarchy.
Commitments to extend credit, letters of credit and lines of credit:
The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the committed rates.
F-37
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 14. Fair Value Disclosures (Continued)
The tables below present the recorded amount of assets and liabilities measured at fair value on a recurring basis:
| Balance as of December 31, 2013 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
| Securities available for sale: |
||||||||||||||||
| Securities of U.S. Government agencies and corporations |
$ | 5,746,264 | $ | — | $ | 5,746,264 | $ | — | ||||||||
| Mortgage-backed securities |
14,637,065 | — | 14,637,065 | — | ||||||||||||
| State and municipal securities |
11,196,854 | — | 11,196,854 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total securities available for sale |
$ | 31,580,183 | $ | — | $ | 31,580,183 | $ | — | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Balance as of December 31, 2012 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
| Securities available for sale: |
||||||||||||||||
| Securities of U.S. Government agencies and corporations |
$ | 13,351,145 | $ | — | $ | 13,351,145 | $ | — | ||||||||
| Mortgage-backed securities |
12,976,705 | — | 12,976,705 | — | ||||||||||||
| State and municipal securities |
5,822,258 | — | 5,822,258 | — | ||||||||||||
|
|
|
|
|
|
|
|
|
|||||||||
| Total securities available for sale |
$ | 32,150,108 | $ | — | $ | 32,150,108 | $ | — | ||||||||
|
|
|
|
|
|
|
|
|
|||||||||
At December 31, 2013 and December 31, 2012, the Company had no assets or liabilities whose fair values are measured on a recurring basis using Level 3 inputs. Additionally, there were no transfers between Levels 1 and 2 during the years ended December 31, 2013 and 2012.
F-38
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 14. Fair Value Disclosures (Continued)
The tables below present information about assets and liabilities for which a nonrecurring change in fair value was recorded:
| Balance as of December 31, 2013 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
| Impaired loans |
$ | 5,220,775 | $ | — | $ | 2,623,325 | $ | 2,597,450 | ||||||||
| Foreclosed real estate |
413,150 | — | 413,150 | — | ||||||||||||
| Balance as of December 31, 2012 |
Quoted Prices in Active Markets for Identical Assets (Level 1) |
Significant Other Observable Inputs (Level 2) |
Significant Other Unobservable Inputs (Level 3) |
|||||||||||||
| Impaired loans |
$ | 6,105,176 | $ | — | $ | 3,782,329 | $ | 2,322,847 | ||||||||
| Foreclosed real estate |
508,529 | — | 508,529 | — | ||||||||||||
| December 31, 2013 | December 31, 2012 | |||||||||||||||
| Carrying Amount |
Estimated Fair Value |
Carrying Amount |
Estimated Fair Value |
|||||||||||||
| Financial assets: |
||||||||||||||||
| Cash and cash equivalents |
$ | 15,135,387 | $ | 15,135,387 | $ | 20,252,112 | $ | 20,252,112 | ||||||||
| Interest-bearing time deposits in banks |
— | — | 249,000 | 249,000 | ||||||||||||
| Securities |
31,580,183 | 31,580,183 | 32,150,108 | 32,150,108 | ||||||||||||
| Investments, at cost |
3,648,800 | 3,648,800 | 3,393,800 | 3,393,800 | ||||||||||||
| Loans, net |
226,206,014 | 227,272,387 | 217,274,617 | 218,911,770 | ||||||||||||
| Cash surrender value of bank owned life insurance |
9,812,685 | 9,812,685 | 9,512,171 | 9,512,171 | ||||||||||||
| Accrued interest receivable |
978,201 | 978,201 | 914,361 | 914,361 | ||||||||||||
| Financial liabilities: |
||||||||||||||||
| Deposits |
248,172,052 | 252,724,560 | 234,248,103 | 240,140,950 | ||||||||||||
| Securities sold under agreements to repurchase |
1,303,789 | 1,303,789 | 2,109,541 | 2,109,541 | ||||||||||||
| Federal Home Loan Bank advances |
— | — | 3,000,000 | 3,073,288 | ||||||||||||
| Accrued interest payable |
152,897 | 152,897 | 158,299 | 158,299 | ||||||||||||
| Unrecognized financial instruments (net of contract amount): |
||||||||||||||||
| Commitments to extend credit |
— | — | — | — | ||||||||||||
| Letter of credit |
— | — | — | — | ||||||||||||
| Lines of credit |
— | — | — | — | ||||||||||||
F-39
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 15. Related Party Transactions
In the ordinary course of business, the Bank grants loans to principal officers and directors and their affiliates. The Bank is generally prohibited from making loans or extensions of credit to executive officers and directors at different rates or terms than those offered to the general public. Notwithstanding this prohibition, federal regulations permit the Bank to make loans to executive officers at reduced interest rates if the loan is made under a benefit program generally available to all other employees and does not give preference to any executive officer over any other employee. All Bank employees are provided a reduction in their interest rate of approximately 1.00%. Other than a reduced interest rate, the loans are made on substantially the same terms as those prevailing at the time for comparable transactions with other persons. Directors do not participate in this benefit program. Loans to directors are substantially on the same rates and terms offered to the general public. Further, in management’s opinion, these loans did not involve more than normal risk of collectability or present other unfavorable features.
Activity for the years ended December 31, 2013 and 2012, consisted of the following:
| 2013 | 2012 | |||||||
| Beginning balance |
$ | 424,912 | $ | 692,131 | ||||
| New loans |
263,244 | 322,593 | ||||||
| Repayments |
(334,508 | ) | (589,812 | ) | ||||
|
|
|
|
|
|||||
| Ending balance |
$ | 353,648 | $ | 424,912 | ||||
|
|
|
|
|
|||||
The Bank held related party deposits of $4,709,591 and $4,184,114 at December 31, 2013 and 2012, respectively.
Note 16. Financial Instruments With Off-Balance Sheet Risk
The Company is party to financial instruments with off-balance sheet risk in the normal course of business to meet the financing needs of its customers. These financial instruments include commitments to extend credit and standby letters of credit. These instruments involve, to varying degrees, elements of credit and interest rate risk in excess of the amount recorded in the accompanying consolidated balance sheets. Such financial instruments are recorded when they are funded.
The Company’s exposure to credit loss in the event of nonperformance by the counterparty to the financial instruments for commitments to extend credit and standby letters of credit is represented by the contractual amount of those instruments. The Company uses the same credit policies in making such commitments as it does for instruments that are included in the balance sheet.
F-40
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 16. Financial Instruments With Off-Balance Sheet Risk (Continued)
At December 31, 2013 and 2012, commitments under standby letters of credit were approximately $445,000 and $920,000, respectively. Undisbursed loan commitments aggregated approximately $33,037,000 and $24,664,000 at December 31, 2013 and 2012, respectively.
Commitments to extend credit are agreements to lend to a customer as long as there is no violation of any condition established in the contract. Commitments generally have fixed expiration dates or other termination clauses and may require payment of a fee. Since many of the commitments are expected to expire without being drawn upon, the total commitment amounts do not necessarily represent future cash requirements. The Company evaluates each customer’s creditworthiness on a case-by-case basis. The amount of collateral obtained, if deemed necessary by the Company upon extension of credit, is based on management’s credit evaluation. Collateral held varies but may include accounts receivable, inventory, property and equipment, and income-producing commercial properties.
Standby letters of credit are conditional commitments issued by the Company to guarantee the performance of a customer to a third party. Standby letters of credit generally have fixed expiration dates or other termination clauses and may require payment of a fee. The credit risk involved in issuing letters of credit is essentially the same as that involved in extending loan facilities to customers. The Company’s policy for obtaining collateral, and the nature of such collateral, is essentially the same as that involved in making commitments to extend credit.
The Company has not been required to perform on any financial guarantees during any of the periods presented. The Company did not incur any losses on its commitments for the years ended December 31, 2013 and 2012.
Note 17. Earnings Per Common Share
The following is a summary of the basic and diluted earnings per share for the years ended December 31, 2013 and 2012:
| 2013 | 2012 | |||||||
| Basic earnings per share calculation: |
||||||||
| Numerator: Net income |
$ | 2,312,093 | $ | 2,603,275 | ||||
|
|
|
|
|
|||||
| Denominator: Weighted average common shares outstanding |
1,966,983 | 2,332,940 | ||||||
| Effect of dilutive stock options |
86,378 | 54,067 | ||||||
|
|
|
|
|
|||||
| Diluted shares |
2,053,361 | 2,387,007 | ||||||
|
|
|
|
|
|||||
| Basic earnings per share |
$ | 1.18 | $ | 1.12 | ||||
|
|
|
|
|
|||||
| Diluted earnings per share |
$ | 1.13 | $ | 1.09 | ||||
|
|
|
|
|
|||||
F-41
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 18. Quarterly Data (Unaudited)
| Years Ended December 31, | ||||||||||||||||||||||||||||||||
| 2013 | 2012 | |||||||||||||||||||||||||||||||
| Fourth Quarter |
Third Quarter |
Second Quarter |
First Quarter |
Fourth Quarter |
Third Quarter |
Second Quarter |
First Quarter |
|||||||||||||||||||||||||
| Interest income |
$ | 3,417,306 | $ | 3,379,393 | $ | 3,374,825 | $ | 3,526,694 | $ | 3,645,928 | $ | 3,631,226 | $ | 3,571,137 | $ | 3,626,062 | ||||||||||||||||
| Interest expense |
500,235 | 526,132 | 540,264 | 567,603 | 620,018 | 647,869 | 670,442 | 699,642 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net interest income |
2,917,071 | 2,853,261 | 2,834,561 | 2,959,091 | 3,025,910 | 2,983,357 | 2,900,695 | 2,926,420 | ||||||||||||||||||||||||
| Provision for loan losses |
35,303 | 73,418 | 72,223 | 135,449 | 473,851 | 400,098 | 120,232 | 86,096 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net interest income after provision for loan losses |
2,881,768 | 2,779,843 | 2,762,338 | 2,823,642 | 2,552,059 | 2,583,259 | 2,780,463 | 2,840,324 | ||||||||||||||||||||||||
| Noninterest income |
1,293,824 | 1,270,392 | 1,375,899 | 1,246,796 | 1,473,439 | 1,435,363 | 1,245,678 | 1,172,087 | ||||||||||||||||||||||||
| Noninterest expenses |
3,294,601 | 3,359,089 | 3,189,827 | 3,236,545 | 3,159,837 | 2,925,178 | 2,873,049 | 2,912,681 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Income before income taxes |
880,991 | 691,146 | 948,410 | 833,893 | 865,661 | 1,093,444 | 1,153,092 | 1,099,730 | ||||||||||||||||||||||||
| Income taxes |
272,429 | 194,048 | 298,101 | 277,769 | 284,926 | 347,649 | 418,086 | 557,991 | ||||||||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Net income |
$ | 608,562 | $ | 497,098 | $ | 650,309 | $ | 556,124 | $ | 580,735 | $ | 745,795 | $ | 735,006 | $ | 541,739 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Earnings per common share: |
||||||||||||||||||||||||||||||||
| Basic |
$ | 0.33 | $ | 0.26 | $ | 0.33 | $ | 0.27 | $ | 0.27 | $ | 0.33 | $ | 0.31 | $ | 0.22 | ||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
| Diluted |
$ | 0.32 | $ | 0.24 | $ | 0.31 | $ | 0.26 | $ | 0.26 | $ | 0.32 | $ | 0.30 | $ | 0.22 | ||||||||||||||||
|
|
|
|
|
|
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|
|
|
|
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|
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|
|
|
|||||||||||||||||
F-42
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 19. Condensed Financial Statements of Parent Company
Financial information pertaining only to Athens Bancshares Corporation is as follows:
Balance Sheets
| December 31, 2013 |
December 31, 2012 |
|||||||
| Assets |
||||||||
| Cash and due from banks |
$ | 7,167,649 | $ | 5,567,559 | ||||
| Investment in wholly owned subsidiary |
32,034,623 | 39,839,259 | ||||||
| Premises and equipment, net |
84,749 | 86,392 | ||||||
| Other assets |
1,870,548 | 2,607,484 | ||||||
|
|
|
|
|
|||||
| Total assets |
$ | 41,157,569 | $ | 48,100,694 | ||||
|
|
|
|
|
|||||
| Liabilities and Stockholders’ Equity |
||||||||
| Accrued expenses |
$ | 49,374 | $ | 96,290 | ||||
|
|
|
|
|
|||||
| Total liabilities |
49,374 | 96,290 | ||||||
|
|
|
|
|
|||||
| Stockholders’ Equity |
||||||||
| Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued |
— | — | ||||||
| Common stock, $0.01 par value; 50,000,000 shares authorized; 2,777,250 shares issued and 1,890,990 outstanding at December 31, 2013 and 2,358,568 at December 31, 2012 |
18,910 | 23,586 | ||||||
| Additional paid-in capital |
18,523,039 | 22,774,875 | ||||||
| Common stock acquired by benefit plans: |
||||||||
| Restricted stock |
(616,575 | ) | (878,732 | ) | ||||
| Unallocated common stock held by: |
||||||||
| Employee Stock Ownership Plan Trust |
(1,629,320 | ) | (1,777,440 | ) | ||||
| Retained earnings |
24,880,822 | 27,319,933 | ||||||
| Accumulated other comprehensive income |
(68,681 | ) | 542,182 | |||||
|
|
|
|
|
|||||
| Total stockholders’ equity |
41,108,195 | 48,004,404 | ||||||
|
|
|
|
|
|||||
| Total liabilities and stockholders’ equity |
$ | 41,157,569 | $ | 48,100,694 | ||||
|
|
|
|
|
|||||
F-43
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS
December 31, 2013 and 2012
Note 19. Condensed Financial Statements of Parent Company (Continued)
Statements of Income
| Years Ended | ||||||||
| December 31, 2013 |
December 31, 2012 |
|||||||
| Income |
||||||||
| Interest income |
$ | 76,908 | $ | 79,667 | ||||
| Dividends from subsidiary |
10,000,000 | 4,000,000 | ||||||
| Equity in (excess distributions) undistributed earnings of subsidiary |
(7,498,029 | ) | (1,157,029 | ) | ||||
|
|
|
|
|
|||||
| Total income |
2,578,879 | 2,922,638 | ||||||
| Operating expenses |
409,447 | 436,132 | ||||||
|
|
|
|
|
|||||
| Income before income taxes |
2,169,432 | 2,486,506 | ||||||
| Applicable income tax (benefit) |
(142,661 | ) | (116,769 | ) | ||||
|
|
|
|
|
|||||
| Net income |
$ | 2,312,093 | $ | 2,603,275 | ||||
|
|
|
|
|
|||||
| Statements of Cash Flows |
| |||||||
| Cash flows from operating activities: |
||||||||
| Net income |
$ | 2,312,093 | $ | 2,603,275 | ||||
| Adjustments to reconcile net income to net cash provided by operating activities: |
||||||||
| Equity in excess distributions (undistributed income) of subsidiary |
7,498,029 | 1,157,029 | ||||||
| Depreciation |
1,643 | 789 | ||||||
| Stock based compensation expense |
350,428 | 294,937 | ||||||
| Increase in other assets and liabilities |
654,471 | 9,668 | ||||||
|
|
|
|
|
|||||
| Net cash provided by operating activities |
10,816,664 | 4,065,698 | ||||||
|
|
|
|
|
|||||
| Cash flows from investing activities: |
||||||||
| Purchases of premises and equipment |
— | (87,181 | ) | |||||
|
|
|
|
|
|||||
| Cash flows from financing activities: |
||||||||
| Purchase and retirement of Company common stock |
(8,815,357 | ) | (5,160,558 | ) | ||||
| Dividends paid |
(401,217 | ) | (473,169 | ) | ||||
|
|
|
|
|
|||||
| Net cash used in financing activities |
(9,216,574 | ) | (5,633,727 | ) | ||||
|
|
|
|
|
|||||
| Net increase (decrease) in cash and cash equivalents |
1,600,090 | (1,655,210 | ) | |||||
| Cash and cash equivalents at beginning of period |
5,567,559 | 7,222,769 | ||||||
|
|
|
|
|
|||||
| Cash and cash equivalents at end of period |
$ | 7,167,649 | $ | 5,567,559 | ||||
|
|
|
|
|
|||||
F-44
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ATHENS BANCSHARES CORPORATION | ||||||
| Date: March 14, 2014 | By: | /s/ Jeffrey L. Cunningham | ||||
| Jeffrey L. Cunningham | ||||||
| President, Chief Executive Officer and Director | ||||||
Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Name |
Title |
Date | ||
| /s/ Jeffrey L. Cunningham |
President, Chief Executive Officer and Director (principal executive officer) | March 14, 2014 | ||
| Jeffrey L. Cunningham | ||||
| /s/ Michael R. Hutsell |
Treasurer and Chief Financial Officer (principal accounting and financial officer) |
March 14, 2014 | ||
| Michael R. Hutsell | ||||
| /s/ Elaine M. Cathcart |
Director |
March 14, 2014 | ||
| Elaine M. Cathcart | ||||
| /s/ G. Scott Hannah |
Director |
March 14, 2014 | ||
| G. Scott Hannah | ||||
| /s/ G. Timothy Howard |
Director |
March 14, 2014 | ||
| G. Timothy Howard | ||||
| /s/ Myra NanDora Jenne |
Director |
March 14, 2014 | ||
| Myra NanDora Jenne | ||||
| /s/ M. Darrell Murray |
Director |
March 14, 2014 | ||
| M. Darrell Murray | ||||
| /s/ Lyn B. Thompson |
Director |
March 14, 2014 | ||
| Lyn B. Thompson | ||||
| /s/ Larry D. Wallace |
Director |
March 14, 2014 | ||
| Larry D. Wallace | ||||