x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
¨
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TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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Maryland
|
90-0947148
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number)
|
|
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1233 O.G. Skinner Drive, West Point, Georgia
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31833
|
(Address of Principal Executive Offices)
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(Zip Code)
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Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
The NASDAQ Stock Market LLC
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Large accelerated filer
|
|
¨
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Accelerated filer
|
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x
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Non-accelerated filer
|
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¨
(
Do not check if a smaller reporting company)
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Smaller reporting company
|
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x
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Page No.
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Part I
|
|
|
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|
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Item 1.
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||
Item 1A.
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||
Item 1B.
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Item 2.
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||
Item 3.
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Item 4.
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||
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Part II
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Item 5.
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||
Item 6.
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||
Item 7.
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||
Item 7A.
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Item 8.
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||
Item 9.
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||
Item 9A.
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Item 9B.
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||
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Part III
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Item 10.
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Item 11.
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Item 12.
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Item 13.
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Item 14.
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Part IV
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Item 15.
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||
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ITEM 1.
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BUSINESS
|
•
|
Acquired certain assets and assumed all deposits of The First National Bank of Florida (“FNB”), a full-service commercial bank headquartered in Milton, Florida, as a part of a loss-sharing agreement with the FDIC in September 2011;
|
•
|
Acquired certain assets and assumed all deposits of McIntosh Commercial Bank (“MCB”), a full-service commercial bank headquartered in Carrollton, Georgia, as a part of a loss-sharing agreement with the FDIC in March 2010;
|
•
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Acquired certain assets and assumed all deposits of Neighborhood Community Bank (“NCB”), a full-service commercial bank headquartered in Newnan, Georgia, as a part of a loss-sharing agreement with the FDIC in June 2009;
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•
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Opened de novo branches in Lagrange, Georgia in March 2007 and May 2005;
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•
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Acquired EBA Bancshares and its subsidiary, Eagle Bank of Alabama, in February 2003.
|
•
|
minimize the risk of loss of principal or interest;
|
•
|
generate favorable returns without incurring undue interest rate and credit risk;
|
•
|
manage the interest rate sensitivity of our assets and liabilities;
|
•
|
meet daily, cyclical and long term liquidity requirements while complying with our established policies and regulatory liquidity requirements;
|
•
|
provide a stream of cash flow;
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•
|
diversify assets and address maturity or interest repricing imbalances; and
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•
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provide collateral for pledging requirements.
|
•
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the total capital distributions for the applicable calendar year exceed the sum of the savings association’s net income for that year to date plus the savings association’s retained net income for the preceding two years;
|
•
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the savings association would not be at least adequately capitalized following the distribution;
|
•
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the distribution would violate any applicable statute, regulation, agreement or condition imposed by a regulator; or
|
•
|
the savings association is not eligible for expedited treatment of its filings.
|
•
|
the savings association would be undercapitalized following the distribution;
|
•
|
the proposed capital distribution raises safety and soundness concerns; or
|
•
|
the capital distribution would violate a prohibition contained in any statute, regulation or agreement.
|
•
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subject to certain exceptions for loan law programs made available to all employees, 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
|
•
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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.
|
•
|
well-capitalized (at least 5% leverage capital, 6% Tier 1 risk-based capital and 10% total risk-based capital, and is not subject to any written agreement, order, capital directive, or prompt corrective action directive issued by the OCC or the Office of Thrift Supervision under certain statutes and regulations, to meet and maintain a specific capital level for any capital measure);
|
•
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adequately capitalized (at least 4% leverage capital (3% for associations with a composite CAMELS rating of 1), 4% Tier 1 risk-based capital and 8% total risk-based capital);
|
•
|
undercapitalized (less than 4% leverage capital (except as noted in the bullet point above), 4% Tier 1 risk-based capital or 8% total risk-based capital);
|
•
|
significantly undercapitalized (less than 3% leverage capital, 3% Tier 1 risk-based capital or 6% total risk-based capital); and
|
•
|
critically undercapitalized (less than 2% tangible capital).
|
(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 acquisition.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
demand for our loans, deposits and services may decline;
|
•
|
loan delinquencies, problem assets and foreclosures may increase;
|
•
|
weak economic conditions may continue to limit the demand for loans by creditworthy borrowers, limiting our capacity to leverage our retail deposits and maintain our net interest income;
|
•
|
collateral for our loans may decline further in value; and
|
•
|
the amount of our low-cost or non-interest bearing deposits may decrease.
|
•
|
Potential exposure to unknown or contingent liabilities we acquire;
|
•
|
Exposure to potential asset quality problems of the acquired financial institutions, businesses or branches;
|
•
|
Difficulty and expense of integrating the operations and personnel of financial institutions, businesses or branches we acquire;
|
•
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Potential diversion of our management’s time and attention;
|
•
|
The possible loss of key employees and customers of financial institutions, businesses or branches we acquire;
|
•
|
Difficulty in safely investing any cash generated by the acquisition;
|
•
|
Inability to utilize potential tax benefits from such transactions;
|
•
|
Difficulty in estimating the fair value of the financial institutions, businesses or branches to be acquired which affects the profits we generate from the acquisitions; and
|
•
|
Potential changes in banking or tax laws or regulations that may affect the financial institutions or businesses to be acquired.
|
•
|
the Office of the Comptroller of the Currency became the primary federal regulator for federal savings banks such as CharterBank (replacing the Office of Thrift Supervision), and the FRB now supervises and regulates all savings and loan holding companies that were formerly regulated by the Office of Thrift Supervision, including Charter Financial;
|
•
|
the federal prohibition on paying interest on demand deposits has been eliminated, thus allowing businesses to have interest bearing checking accounts. This change has increased our interest expense;
|
•
|
the FRB is required to set minimum capital levels for depository institution holding companies that are as stringent as those required for their insured depository subsidiaries, and the components of Tier 1 capital are required to be restricted to capital instruments that are currently considered to be Tier 1 capital for insured depository institutions. There is a five-year transition period (from the July 21, 2010 effective date of the Dodd-Frank Act) before the capital requirements will apply to savings and loan holding companies. However, the new rule for savings and loan holding companies has set January 1, 2015 as the date the new capital requirements will begin to apply;
|
•
|
the federal banking regulators are required to implement new leverage and capital requirements that take into account off-balance sheet activities and other risks, including risks relating to securitized products and derivatives;
|
•
|
a new Consumer Financial Protection Bureau has been established, which has broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets, like CharterBank, will be examined by their applicable bank regulators; and
|
•
|
federal preemption rules that have been applicable for national banks and federal savings banks have been weakened, and state attorneys general have the ability to enforce federal consumer protection laws.
|
•
|
excessive upfront points and fees (those exceeding 3% of the total loan amount, less “bona fide discount points” for prime loans);
|
•
|
interest-only payments;
|
•
|
negative-amortization; and
|
•
|
terms longer than 30 years.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURE
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
Price Per Share
|
|
Cash
Dividend Declared
|
||||||||
|
|
High
|
|
Low
|
|
|||||||
Fiscal 2014
|
|
|
|
|
|
|
||||||
Fourth quarter
|
|
$
|
11.20
|
|
|
$
|
10.58
|
|
|
$
|
0.05
|
|
Third quarter
|
|
11.13
|
|
|
10.57
|
|
|
0.05
|
|
|||
Second quarter
|
|
10.86
|
|
|
10.51
|
|
|
0.05
|
|
|||
First quarter
|
|
11.00
|
|
|
10.55
|
|
|
0.05
|
|
|||
Fiscal 2013
|
|
|
|
|
|
|
||||||
Fourth quarter
(1)
|
|
$
|
11.05
|
|
|
$
|
10.14
|
|
|
$
|
0.30
|
|
Third quarter
|
|
10.24
|
|
|
9.87
|
|
|
0.05
|
|
|||
Second quarter
|
|
10.26
|
|
|
8.51
|
|
|
—
|
|
|||
First quarter
|
|
8.50
|
|
|
7.38
|
|
|
—
|
|
(1)
|
Charter Financial declared a special dividend of
$0.25
per share in addition to its regular quarterly dividend of $0.05 per share on
July 23, 2013
.
|
Shares repurchased in the:
|
|
Total number of share repurchases
|
|
Average price paid per share
|
|
Total number of shares purchased as part of publicly announced program
(1)
|
|
Maximum number of shares that may yet be purchased under the program
(1)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
July 1 - July 31, 2014
|
|
626,900
|
|
|
11.07
|
|
|
3,779,894
|
|
|
1,071,683
|
|
|
August 1 - August 31, 2014
|
|
813,771
|
|
|
11.06
|
|
|
4,593,665
|
|
|
257,912
|
|
|
September 1 - September 30, 2014
|
|
257,912
|
|
|
11.04
|
|
|
4,851,577
|
|
|
1,825,000
|
|
|
Total
|
|
1,698,583
|
|
|
$
|
11.06
|
|
|
4,851,577
|
|
|
1,825,000
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
|
At September 30,
|
||||||||||||||||||
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Selected financial condition data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
1,010,361
|
|
|
$
|
1,089,406
|
|
|
$
|
1,032,220
|
|
|
$
|
1,171,710
|
|
|
$
|
1,186,082
|
|
Non-covered loans receivable, net
(1)
|
|
536,732
|
|
|
470,863
|
|
|
427,676
|
|
|
419,979
|
|
|
451,231
|
|
|||||
Covered loans receivable, net
(2)
|
|
69,635
|
|
|
108,991
|
|
|
166,228
|
|
|
235,050
|
|
|
148,139
|
|
|||||
Investment and mortgage securities available for sale
(3)
|
|
188,743
|
|
|
215,118
|
|
|
189,379
|
|
|
158,737
|
|
|
133,183
|
|
|||||
Core deposits
(4)
|
|
486,248
|
|
|
475,426
|
|
|
456,292
|
|
|
447,176
|
|
|
313,170
|
|
|||||
Retail deposits
(5)
|
|
717,192
|
|
|
745,900
|
|
|
779,397
|
|
|
883,389
|
|
|
739,691
|
|
|||||
Total deposits
|
|
717,192
|
|
|
751,297
|
|
|
800,262
|
|
|
911,094
|
|
|
823,134
|
|
|||||
Total borrowings
|
|
55,000
|
|
|
60,000
|
|
|
81,000
|
|
|
110,000
|
|
|
212,000
|
|
|||||
Total stockholders’ equity
|
|
224,955
|
|
|
273,778
|
|
|
142,521
|
|
|
139,416
|
|
|
136,876
|
|
|||||
Tangible total equity
|
|
220,206
|
|
|
268,649
|
|
|
136,915
|
|
|
133,263
|
|
|
130,532
|
|
(1)
|
Excludes “covered loans” acquired from the FDIC subject to loss-sharing agreements. See Note 5 - Loans Receivable in the Notes to our Consolidated Financial Statements. Loans shown are net of deferred loan (fees) costs and allowance for loan losses and exclude loans held for sale.
|
(2)
|
Consists of loans acquired from the FDIC still subject to loss sharing agreements. See Note 5 - Loans Receivable in the Notes to our Consolidated Financial Statements. Loans shown are net of deferred loan fees, allowance for loan losses, and nonaccretable and accretable discounts.
|
(3)
|
Includes all CharterBank investment and mortgage securities available for sale.
|
(4)
|
Core deposits consist of transaction accounts, money market accounts and savings accounts.
|
(5)
|
Retail deposits include core deposits and certificates of deposit other than brokered and wholesale certificates of deposit.
|
|
|
Years Ended September 30,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Selected operating data:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
|
$
|
35,648
|
|
|
$
|
42,636
|
|
|
$
|
48,101
|
|
|
$
|
45,786
|
|
|
$
|
49,959
|
|
Interest expense
|
|
5,730
|
|
|
7,361
|
|
|
10,589
|
|
|
15,228
|
|
|
22,758
|
|
|||||
Net interest income
|
|
29,918
|
|
|
35,275
|
|
|
37,512
|
|
|
30,558
|
|
|
27,201
|
|
|||||
Provision for loan losses on non-covered loans
|
|
300
|
|
|
1,400
|
|
|
3,300
|
|
|
1,700
|
|
|
5,800
|
|
|||||
Provision for loan losses on covered loans
|
|
(1,013
|
)
|
|
89
|
|
|
1,202
|
|
|
1,200
|
|
|
420
|
|
|||||
Net interest income after provision for loan losses
|
|
30,631
|
|
|
33,786
|
|
|
33,010
|
|
|
27,658
|
|
|
20,981
|
|
|||||
Noninterest income
|
|
14,277
|
|
|
11,653
|
|
|
12,912
|
|
|
9,291
|
|
|
17,515
|
|
|||||
Noninterest expense
|
|
36,211
|
|
|
36,314
|
|
|
40,304
|
|
|
33,950
|
|
|
30,474
|
|
|||||
Income before provision for income taxes
|
|
8,697
|
|
|
9,125
|
|
|
5,618
|
|
|
2,999
|
|
|
8,022
|
|
|||||
Income tax expense
|
|
2,742
|
|
|
2,869
|
|
|
639
|
|
|
694
|
|
|
2,087
|
|
|||||
Net income
|
|
$
|
5,955
|
|
|
$
|
6,256
|
|
|
$
|
4,979
|
|
|
$
|
2,305
|
|
|
$
|
5,935
|
|
Per share data:
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share – basic
|
|
$
|
0.29
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
|
$
|
0.12
|
|
|
$
|
0.31
|
|
Earnings per share – fully diluted
|
|
$
|
0.28
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
|
$
|
0.12
|
|
|
$
|
0.31
|
|
Cash dividends per share
|
|
$
|
0.20
|
|
|
$
|
0.35
|
|
|
$
|
0.08
|
|
|
$
|
0.16
|
|
|
$
|
0.32
|
|
(1)
|
Share and share amounts held by the public prior to April 8, 2013 have been restated to reflect the completion of the second-step conversion on April 8, 2013 using a conversion ratio of 1.2471.
|
|
|
At or For the Years Ended September 30,
|
|||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||
Selected financial ratios and other data:
|
|
|
|
|
|
|
|
|
|
|
|||||
Performance ratios:
|
|
|
|
|
|
|
|
|
|
|
|||||
Return on average assets (ratio of net income to average total assets)
|
|
0.56
|
%
|
|
0.58
|
%
|
|
0.46
|
%
|
|
0.22
|
%
|
|
0.56
|
%
|
Return on average equity (ratio of net income to average equity)
|
|
2.28
|
%
|
|
2.98
|
%
|
|
3.58
|
%
|
|
1.67
|
%
|
|
5.62
|
%
|
Net interest rate spread
(1)
|
|
3.02
|
%
|
|
3.66
|
%
|
|
4.12
|
%
|
|
3.53
|
%
|
|
3.30
|
%
|
Net interest margin
(2)
|
|
3.22
|
%
|
|
3.82
|
%
|
|
4.17
|
%
|
|
3.59
|
%
|
|
3.07
|
%
|
Net interest margin, excluding the effects of purchase accounting
(3)
|
|
2.87
|
%
|
|
2.82
|
%
|
|
3.11
|
%
|
|
2.57
|
%
|
|
2.13
|
%
|
Efficiency ratio
(4)
|
|
81.93
|
%
|
|
77.38
|
%
|
|
79.93
|
%
|
|
85.32
|
%
|
|
79.16
|
%
|
Non-interest expense to average total assets
|
|
3.41
|
%
|
|
3.38
|
%
|
|
3.75
|
%
|
|
3.34
|
%
|
|
2.89
|
%
|
Average interest-earning assets as a ratio of average interest-bearing liabilities
|
|
1.31
|
x
|
|
1.19
|
x
|
|
1.05x
|
|
|
1.04x
|
|
|
0.89x
|
|
Average equity to average total assets
|
|
24.62
|
%
|
|
19.51
|
%
|
|
12.95
|
%
|
|
13.43
|
%
|
|
10.03
|
%
|
Dividend payout ratio
(5)
|
|
70.06
|
%
|
|
122.82
|
%
|
|
27.56
|
%
|
|
83.82
|
%
|
|
27.29
|
%
|
Asset quality ratios:
(6) (7)
|
|
|
|
|
|
|
|
|
|
|
|||||
Non-covered assets:
(6)
|
|
|
|
|
|
|
|
|
|
|
|||||
Nonperforming assets to total assets
(7)
|
|
0.65
|
%
|
|
0.49
|
%
|
|
0.69
|
%
|
|
1.99
|
%
|
|
2.33
|
%
|
Nonperforming loans to total loans
|
|
0.77
|
%
|
|
0.61
|
%
|
|
0.79
|
%
|
|
2.72
|
%
|
|
2.55
|
%
|
Allowance for loan losses as a ratio of nonperforming loans
|
|
2.00
|
x
|
|
2.80
|
x
|
|
2.38
|
x
|
|
0.80x
|
|
|
0.84x
|
|
Allowance for loan losses to total loans
|
|
1.55
|
%
|
|
1.70
|
%
|
|
1.87
|
%
|
|
2.19
|
%
|
|
2.12
|
%
|
Net charge-offs as a percentage of average non-covered loans outstanding
|
|
0.08
|
%
|
|
0.32
|
%
|
|
0.86
|
%
|
|
0.48
|
%
|
|
0.90
|
%
|
Bank regulatory capital ratios:
|
|
|
|
|
|
|
|
|
|
|
|||||
Total risk-based capital (to risk-weighted assets)
|
|
27.90
|
%
|
|
33.83
|
%
|
|
19.22
|
%
|
|
24.36
|
%
|
|
21.53
|
%
|
Tier 1 risk-based capital (to risk-weighted assets)
|
|
26.65
|
%
|
|
32.57
|
%
|
|
17.97
|
%
|
|
23.10
|
%
|
|
20.28
|
%
|
Tier 1 leverage (to average assets)
|
|
17.67
|
%
|
|
18.56
|
%
|
|
12.16
|
%
|
|
10.68
|
%
|
|
10.21
|
%
|
Consolidated capital ratios:
|
|
|
|
|
|
|
|
|
|
|
|||||
Total equity to total assets
|
|
22.26
|
%
|
|
25.13
|
%
|
|
13.81
|
%
|
|
11.90
|
%
|
|
11.42
|
%
|
Tangible total equity to total assets
|
|
21.79
|
%
|
|
24.66
|
%
|
|
13.26
|
%
|
|
11.38
|
%
|
|
10.98
|
%
|
Other data:
|
|
|
|
|
|
|
|
|
|
|
|||||
Number of full service offices
|
|
15
|
|
|
16
|
|
|
16
|
|
|
18
|
|
|
16
|
|
Full time equivalent employees
|
|
282
|
|
|
287
|
|
|
292
|
|
|
294
|
|
|
260
|
|
(1)
|
The interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities for the year.
|
(2)
|
The net interest margin represents net interest income as a percent of average interest-earning assets for the year.
|
(3)
|
Net interest income excluding accretion and amortization of loss share loans receivable divided by average net interest earning assets excluding average loan accretable discounts in the amount of
$4.9 million
,
$9.2 million
,
$17.9 million
, $14.7 million, and $26.7 million for the years ended
September 30, 2014
,
2013
,
2012
,
2011
and 2010, respectively.
|
(4)
|
The efficiency ratio represents non-interest expense divided by the sum of net interest income and non-interest income.
|
(5)
|
The dividend payout ratio represents total dividends declared and not waived by First Charter, MHC as applicable prior to the completion of the conversion divided by total net income.
|
(6)
|
Excludes covered assets consisting of assets of Neighborhood Community Bank, McIntosh Commercial Bank, and The First National Bank of Florida acquired from the FDIC that are still subject to loss sharing agreements. Non-covered assets consist of assets other than covered assets, including acquired NCB loans that are no longer covered under the non-single family loss sharing agreement with the FDIC.
|
(7)
|
We also had
$5.6 million
of covered other real estate owned at
September 30, 2014
, representing
0.55%
of consolidated assets. Loss sharing agreements cover any losses upon disposition of such assets at either 95% or 80%.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|
•
|
Leverage capital through disciplined acquisitions.
The economy and banking industry in our market area of west-central Georgia, east-central Alabama and the Florida Panhandle continue to face significant challenges as many banks have experienced capital and liquidity losses as a result of significant charge-offs associated with troubled loan credits. These challenges have created strategic growth opportunities for us. Our discipline and selectivity in identifying target franchises, along with our successful history of working with the FDIC, such as in the NCB, MCB and FNB transactions, and the additional capital raised through our second-step conversion provide us an advantage in pursuing and consummating future acquisitions. We intend to leverage our capital base and acquisition experience to selectively pursue conservatively structured unassisted transactions of select franchises that present attractive risk-adjusted returns. In addition, future acquisitions will enable us to further utilize our substantial infrastructure devoted to the workout of special assets.
|
•
|
Expand our retail banking franchise.
Our focus is on growing our retail banking presence throughout the markets in west-central Georgia, east-central Alabama, and the Florida Panhandle, including our expanded retail footprint resulting from the NCB, MCB and FNB acquisitions, while reducing reliance on wholesale funding sources. Since September 30, 2010 we have reduced FHLB borrowings by
$157.0 million
and certificates of deposit by
$279.0 million
in our efforts to fund our balance sheet with core deposits (comprised of transaction, savings and money market accounts). Over this same time period we have increased core deposits from
$313.2 million
to
$486.2 million
while lowering our cost of funds from 2.55% for the year ended September 30, 2010 to
0.81%
for the year ended
September 30, 2014
. These deposits provide a low cost source of funds for our lending operations, as well as a potential source of fee income.
|
•
|
Provide quality customer service and convenience
. In order to proactively address the needs of our clients, we continue to make and build out investments in infrastructure and technology to improve transactional efficiencies and minimize the amount of time required for customers to complete regular banking activities, such as making a deposit at a branch drive-thru. In addition, the customer experience is enhanced for in-branch transactions as unique amenities such as child-friendly
|
•
|
Maintain strong asset quality
. We emphasize a disciplined credit culture based on intimate market knowledge, close ties to our customers, sound underwriting standards and experienced loan officers. While the challenging operating environment which began several years ago contributed to an increase in problem assets, management’s primary objective has been to expeditiously reduce the level of nonperforming and classified assets through diligent monitoring and aggressive resolution efforts, including problem covered assets of NCB, MCB and FNB. The results of this effort are evidenced by our asset quality at
September 30, 2014
, with
$6.0 million
of non-performing assets not covered by loss sharing which represented
0.65%
of total non-covered assets. This is compared to
$4.5 million
, or
0.49%
of total non-covered assets, and
$5.6 million
, or
0.69%
of total non-covered assets, of non-performing assets not covered by loss sharing at
September 30, 2013
and September 30, 2012, respectively. Our ratio of allowance for loan losses to non-covered non-performing loans was
199.64%
at
September 30, 2014
.
|
•
|
Focus on relationship-driven banking
. We are focused on meeting the financial needs of our customer base through offering a full complement of loan, deposit and online banking solutions (i.e. internet banking and mobile banking). Over the years we have introduced new products and services in order to more fully serve and deepen the relationship with customers which has enabled us to grow our core deposit base, which generally represents a customer’s primary banking relationship. Our quality customer relationships and core competencies provide opportunities for cross selling products to existing customers in an effort to deepen our “share of wallet” and we intend to actively develop such opportunities.
|
•
|
Scalable operating platform.
Our acquisitions of NCB in June 2009, MCB in March 2010, and FNB in September 2011 highlight our ability to capitalize on opportunities that offer attractive risk-adjusted returns and provide a template for future acquisitions. We have closed 12 branch locations, 10 of which were acquired in FDIC acquisitions, since 2009 as part of efforts to improve operational efficiency and will continue to focus our attention on other initiatives to increase franchise value.
|
Entity
|
|
Date of
Transaction
|
|
FDIC Stated Threshold or Intrinsic Loss Estimate
|
|
Original Estimated Covered Losses
|
|
Losses Incurred Through September 30, 2014
(1)
|
||||||
|
|
|
|
(in thousands)
|
||||||||||
NCB
|
|
6/26/2009
|
|
$
|
82,000
|
|
|
$
|
65,072
|
|
|
$
|
84,595
|
|
MCB
|
|
3/26/2010
|
|
106,000
|
|
|
132,874
|
|
|
136,473
|
|
|||
FNB
|
|
9/9/2011
|
|
59,483
|
|
|
70,008
|
|
|
57,362
|
|
|||
|
|
|
|
$
|
247,483
|
|
|
$
|
267,954
|
|
|
$
|
278,430
|
|
(1)
|
Claimed loans and other real estate owned losses including expenses, net of revenues.
|
|
|
Non-covered
(1)
|
|
Covered
(2)
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
Loan Balances:
|
|
|
|
|
|
|
||||||
September 30, 2014
|
|
$
|
536,732
|
|
|
$
|
69,635
|
|
|
$
|
606,367
|
|
June 30, 2014
|
|
511,176
|
|
|
71,227
|
|
|
582,403
|
|
|||
March 31, 2014
|
|
481,907
|
|
|
90,133
|
|
|
572,040
|
|
|||
December 31, 2013
|
|
476,466
|
|
|
100,101
|
|
|
576,567
|
|
|||
September 30, 2013
|
|
470,863
|
|
|
108,991
|
|
|
579,854
|
|
|||
June 30, 2013
|
|
443,581
|
|
|
120,712
|
|
|
564,293
|
|
|||
March 31, 2013
|
|
421,175
|
|
|
131,359
|
|
|
552,534
|
|
|||
December 31, 2012
|
|
426,370
|
|
|
149,268
|
|
|
575,638
|
|
|||
September 30, 2012
|
|
427,676
|
|
|
166,228
|
|
|
593,904
|
|
(1)
|
Non-covered loans are shown net of deferred loan fees and allowance for loan losses.
|
(2)
|
Covered loans are shown net of deferred loan fees, allowances, nonaccretable differences and accretable discounts.
|
|
At September 30,
|
|||||||||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
|||||||||||||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||||||||||
1-4 family residential real estate
(1)
|
$
|
152,811
|
|
|
24.5
|
%
|
|
$
|
124,571
|
|
|
20.8
|
%
|
|
$
|
105,515
|
|
|
16.8
|
%
|
|
$
|
98,845
|
|
|
14.2
|
%
|
|
$
|
106,041
|
|
|
16.5
|
%
|
Commercial real estate
|
300,556
|
|
|
48.2
|
|
|
269,609
|
|
|
45.1
|
|
|
251,379
|
|
|
40.1
|
|
|
252,037
|
|
|
36.3
|
|
|
267,726
|
|
|
41.6
|
|
|||||
Commercial
|
24,760
|
|
|
4.0
|
|
|
23,774
|
|
|
4.0
|
|
|
16,597
|
|
|
2.7
|
|
|
17,613
|
|
|
2.6
|
|
|
19,604
|
|
|
3.0
|
|
|||||
Real estate construction
(2)
|
63,485
|
|
|
10.2
|
|
|
44,653
|
|
|
7.5
|
|
|
45,369
|
|
|
7.2
|
|
|
41,726
|
|
|
6.0
|
|
|
45,930
|
|
|
7.1
|
|
|||||
Consumer and other loans
|
4,959
|
|
|
0.8
|
|
|
17,545
|
|
|
2.9
|
|
|
18,107
|
|
|
2.9
|
|
|
20,138
|
|
|
2.9
|
|
|
22,486
|
|
|
3.5
|
|
|||||
Covered loans
(3)
|
76,635
|
|
|
12.3
|
|
|
117,790
|
|
|
19.7
|
|
|
189,834
|
|
|
30.3
|
|
|
264,202
|
|
|
38.0
|
|
|
182,335
|
|
|
28.3
|
|
|||||
Total loans
|
623,206
|
|
|
100.0
|
%
|
|
597,942
|
|
|
100.0
|
%
|
|
626,801
|
|
|
100.0
|
%
|
|
694,561
|
|
|
100.0
|
%
|
|
644,122
|
|
|
100.0
|
%
|
|||||
Other items:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Net deferred loan (fees)
|
(1,382
|
)
|
|
|
|
(1,124
|
)
|
|
|
|
(1,133
|
)
|
|
|
|
(1,050
|
)
|
|
|
|
(758
|
)
|
|
|
||||||||||
Allowance for loan losses-non-covered loans
|
(8,473
|
)
|
|
|
|
(8,189
|
)
|
|
|
|
(8,190
|
)
|
|
|
|
(9,370
|
)
|
|
|
|
(9,797
|
)
|
|
|
||||||||||
Allowance for loan losses-covered loans
(4)
|
(998
|
)
|
|
|
|
(3,924
|
)
|
|
|
|
(10,341
|
)
|
|
|
|
(6,892
|
)
|
|
|
|
(15,554
|
)
|
|
|
||||||||||
Accretable discount
(4)
|
(5,986
|
)
|
|
|
|
(4,851
|
)
|
|
|
|
(13,233
|
)
|
|
|
|
(22,221
|
)
|
|
|
|
(18,643
|
)
|
|
|
||||||||||
Loans receivable, net
|
$
|
606,367
|
|
|
|
|
$
|
579,854
|
|
|
|
|
$
|
593,904
|
|
|
|
|
$
|
655,028
|
|
|
|
|
$
|
599,370
|
|
|
|
(1)
|
Excludes loans held for sale of
$2.1 million
,
$1.9 million
,
$2.7 million
, $0.3 million and $2.1 million at
September 30, 2014
,
2013
,
2012
,
2011
and
2010
, respectively.
|
(2)
|
Net of undisbursed proceeds on loans-in-process.
|
(3)
|
Consists of loans and commitments acquired in the NCB, MCB, and FNB acquisitions that are covered by loss sharing agreements with the FDIC. Such amounts are presented net of nonaccretable discounts of
$6.3 million
,
$10.8 million
, $19.4 million, $69.1 million and $52.9 million at
September 30, 2014
,
2013
,
2012
,
2011
and
2010
, respectively.
|
(4)
|
See Note 5 - Loans Receivable in the Notes to our Consolidated Financial Statements.
|
|
|
One- to four- family residential real estate
(1)
|
|
Commercial real estate
(2)
|
|
Commercial
(3)
|
|||||||||||||||
Amount
|
|
Weighted avg rate
(7)
|
|
Amount
|
|
Weighted avg rate
(7)
|
|
Amount
|
|
Weighted avg rate
(7)
|
|||||||||||
(dollars in thousands)
|
|||||||||||||||||||||
Due During the Years
Ending September 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2015
|
|
$
|
16,990
|
|
|
4.56
|
%
|
|
$
|
65,099
|
|
|
5.10
|
%
|
|
$
|
4,560
|
|
|
4.05
|
%
|
2016
|
|
3,358
|
|
|
5.14
|
|
|
41,233
|
|
|
4.72
|
|
|
2,719
|
|
|
4.36
|
|
|||
2017
|
|
3,600
|
|
|
5.66
|
|
|
29,116
|
|
|
4.70
|
|
|
1,307
|
|
|
4.43
|
|
|||
2018 to 2019
|
|
5,906
|
|
|
4.68
|
|
|
44,932
|
|
|
4.54
|
|
|
3,934
|
|
|
4.58
|
|
|||
2020 to 2024
|
|
18,870
|
|
|
4.37
|
|
|
74,065
|
|
|
4.17
|
|
|
7,183
|
|
|
3.31
|
|
|||
2025 to 2029
|
|
48,110
|
|
|
3.55
|
|
|
62,571
|
|
|
4.59
|
|
|
1,542
|
|
|
4.33
|
|
|||
2030 and beyond
|
|
66,654
|
|
|
4.38
|
|
|
44,840
|
|
|
4.44
|
|
|
7,028
|
|
|
4.84
|
|
|||
Total
|
|
$
|
163,488
|
|
|
4.21
|
|
|
$
|
361,856
|
|
|
4.59
|
|
|
$
|
28,273
|
|
|
4.19
|
|
|
|
Real estate construction
(4)
|
|
Consumer and other loans
(5)
|
|
Total
(6)
|
|||||||||||||||
Amount
|
|
Weighted avg rate
(7)
|
|
Amount
|
|
Weighted avg rate
(7)
|
|
Amount
|
|
Weighted avg rate
(7)
|
|||||||||||
(dollars in thousands)
|
|||||||||||||||||||||
Due During the Years
Ending September 30,
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2015
|
|
$
|
50,762
|
|
|
4.93
|
%
|
|
$
|
1,803
|
|
|
5.80
|
%
|
|
$
|
139,214
|
|
|
4.95
|
%
|
2016
|
|
5,968
|
|
|
4.99
|
|
|
673
|
|
|
4.07
|
|
|
53,951
|
|
|
4.75
|
|
|||
2017
|
|
3,390
|
|
|
2.66
|
|
|
938
|
|
|
4.49
|
|
|
38,351
|
|
|
4.59
|
|
|||
2018 to 2019
|
|
—
|
|
|
—
|
|
|
1,287
|
|
|
4.16
|
|
|
56,059
|
|
|
4.55
|
|
|||
2020 to 2024
|
|
614
|
|
|
4.51
|
|
|
274
|
|
|
6.09
|
|
|
101,006
|
|
|
4.16
|
|
|||
2025 to 2029
|
|
581
|
|
|
4.50
|
|
|
85
|
|
|
4.85
|
|
|
112,889
|
|
|
4.14
|
|
|||
2030 and beyond
|
|
2,170
|
|
|
4.27
|
|
|
47
|
|
|
7.75
|
|
|
120,739
|
|
|
4.43
|
|
|||
Total
|
|
$
|
63,485
|
|
|
4.78
|
|
|
$
|
5,107
|
|
|
4.94
|
|
|
$
|
622,209
|
|
|
4.50
|
|
(1)
|
Includes
$10.7 million
of covered loans.
|
(2)
|
Includes
$61.3 million
of covered loans.
|
(3)
|
Includes
$3.5 million
of covered loans.
|
(4)
|
Presented net of undisbursed proceeds on loans-in-progress.
|
(5)
|
Includes
$0.1 million
of covered loans.
|
(6)
|
Excludes accretable discounts, allowance for loan losses on noncovered loans, and net deferred loan fees on both covered and noncovered loans.
|
(7)
|
Does not include any accretable discount associated with FDIC Covered Loans.
|
|
|
Due After September 30, 2015
|
||||||||||
|
|
Fixed
|
|
Adjustable
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
1-4 family residential real estate
|
|
$
|
64,774
|
|
|
$
|
81,724
|
|
|
$
|
146,498
|
|
Commercial real estate
|
|
137,713
|
|
|
159,044
|
|
|
296,757
|
|
|||
Commercial
|
|
11,377
|
|
|
12,336
|
|
|
23,713
|
|
|||
Real estate construction
|
|
1,041
|
|
|
11,682
|
|
|
12,723
|
|
|||
Consumer and other loans
|
|
3,224
|
|
|
80
|
|
|
3,304
|
|
|||
Total loans
|
|
$
|
218,129
|
|
|
$
|
264,866
|
|
|
$
|
482,995
|
|
|
|
At September 30,
|
||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Other investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Tax-free municipals
|
|
$
|
13,431
|
|
|
$
|
13,457
|
|
|
$
|
14,898
|
|
|
$
|
14,914
|
|
|
$
|
11,555
|
|
|
$
|
11,579
|
|
U.S. government sponsored entities
|
|
—
|
|
|
—
|
|
|
5,026
|
|
|
5,030
|
|
|
16,520
|
|
|
16,627
|
|
||||||
Total investment securities
|
|
13,431
|
|
|
13,457
|
|
|
19,924
|
|
|
19,944
|
|
|
28,075
|
|
|
28,206
|
|
||||||
Mortgage-backed and mortgage-related securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fannie Mae
|
|
119,445
|
|
|
118,278
|
|
|
125,657
|
|
|
123,557
|
|
|
84,837
|
|
|
86,585
|
|
||||||
Freddie Mac
|
|
44,037
|
|
|
44,026
|
|
|
53,419
|
|
|
53,165
|
|
|
45,178
|
|
|
46,244
|
|
||||||
Ginnie Mae
|
|
1,595
|
|
|
1,698
|
|
|
1,728
|
|
|
1,846
|
|
|
4,568
|
|
|
4,945
|
|
||||||
Total mortgage-backed and mortgage-related securities
|
|
165,077
|
|
|
164,002
|
|
|
180,804
|
|
|
178,568
|
|
|
134,583
|
|
|
137,774
|
|
||||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Fannie Mae
|
|
78
|
|
|
80
|
|
|
2,208
|
|
|
2,274
|
|
|
7,713
|
|
|
8,027
|
|
||||||
Freddie Mac
|
|
49
|
|
|
53
|
|
|
372
|
|
|
408
|
|
|
533
|
|
|
580
|
|
||||||
Ginnie Mae
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
500
|
|
|
503
|
|
||||||
Other
(1)
|
|
11,251
|
|
|
11,151
|
|
|
14,598
|
|
|
13,924
|
|
|
17,667
|
|
|
14,289
|
|
||||||
Total collateralized mortgage obligations
|
|
11,378
|
|
|
11,284
|
|
|
17,178
|
|
|
16,606
|
|
|
26,413
|
|
|
23,399
|
|
||||||
Total mortgage-backed securities and collateralized mortgage obligations
|
|
176,455
|
|
|
175,286
|
|
|
197,982
|
|
|
195,174
|
|
|
160,996
|
|
|
161,173
|
|
||||||
Total
|
|
$
|
189,886
|
|
|
$
|
188,743
|
|
|
$
|
217,906
|
|
|
$
|
215,118
|
|
|
$
|
189,071
|
|
|
$
|
189,379
|
|
(1)
|
Includes private-label mortgage securities. See Note 4 - Securities Available for Sale in the Notes to Consolidated Financial Statements.
|
|
One year or less
|
|
Years two through five
|
|
Years six through ten
|
|
More than ten years
|
|
Total securities
|
|||||||||||||||||||||||||||||
|
Amortized Cost
|
|
Weighted Avg Yield
|
|
Amortized Cost
|
|
Weighted Avg Yield
|
|
Amortized Cost
|
|
Weighted Avg Yield
|
|
Amortized Cost
|
|
Weighted Avg Yield
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|||||||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||||||||||||||
Other investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Tax-free municipals
|
$
|
—
|
|
|
—
|
%
|
|
$
|
2,711
|
|
|
0.54
|
%
|
|
$
|
4,877
|
|
|
0.42
|
%
|
|
$
|
5,843
|
|
|
0.92
|
%
|
|
$
|
13,431
|
|
|
$
|
13,457
|
|
|
0.66
|
%
|
U.S. government sponsored entities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total investment securities
|
—
|
|
|
—
|
|
|
2,711
|
|
|
0.54
|
|
|
4,877
|
|
|
0.42
|
|
|
5,843
|
|
|
0.92
|
|
|
13,431
|
|
|
13,457
|
|
|
0.66
|
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Fannie Mae
|
—
|
|
|
—
|
|
|
27,166
|
|
|
1.48
|
|
|
37,568
|
|
|
1.40
|
|
|
54,711
|
|
|
2.14
|
|
|
119,445
|
|
|
118,278
|
|
|
1.76
|
|
||||||
Freddie Mac
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,101
|
|
|
1.74
|
|
|
34,936
|
|
|
2.26
|
|
|
44,037
|
|
|
44,026
|
|
|
2.15
|
|
||||||
Ginnie Mae
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,595
|
|
|
6.56
|
|
|
1,595
|
|
|
1,698
|
|
|
6.56
|
|
||||||
Total mortgage-backed securities
|
—
|
|
|
—
|
|
|
27,166
|
|
|
1.48
|
|
|
46,669
|
|
|
1.47
|
|
|
91,242
|
|
|
2.26
|
|
|
165,077
|
|
|
164,002
|
|
|
1.91
|
|
||||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Fannie Mae
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
1.20
|
|
|
—
|
|
|
—
|
|
|
78
|
|
|
80
|
|
|
1.20
|
|
||||||
Freddie Mac
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
4.19
|
|
|
—
|
|
|
—
|
|
|
49
|
|
|
53
|
|
|
4.19
|
|
||||||
Other
|
—
|
|
|
—
|
|
|
525
|
|
|
4.79
|
|
|
—
|
|
|
—
|
|
|
10,726
|
|
|
3.50
|
|
|
11,251
|
|
|
11,151
|
|
|
3.56
|
|
||||||
Total collateralized mortgage obligations
|
—
|
|
|
—
|
|
|
525
|
|
|
4.79
|
|
|
127
|
|
|
2.36
|
|
|
10,726
|
|
|
3.50
|
|
|
11,378
|
|
|
11,284
|
|
|
3.55
|
|
||||||
Total
|
$
|
—
|
|
|
—
|
%
|
|
$
|
30,402
|
|
|
1.46
|
%
|
|
$
|
51,673
|
|
|
1.37
|
%
|
|
$
|
107,811
|
|
|
2.31
|
%
|
|
$
|
189,886
|
|
|
$
|
188,743
|
|
|
1.92
|
%
|
|
|
|
Deposit Balances
|
||||||||||||||||||||||||||||
|
Deposit & Bankcard Fees
|
|
Transaction Accounts
|
|
Savings
|
|
Money Market
|
|
Total Core Deposits
|
|
Retail Certificates of Deposit
|
|
Wholesale Certificates of Deposit
|
|
Total Deposits
|
||||||||||||||||
|
|
|
(in thousands)
|
|
|
||||||||||||||||||||||||||
September 30, 2014
|
$
|
2,512
|
|
|
$
|
314,201
|
|
|
$
|
48,486
|
|
|
$
|
123,561
|
|
|
$
|
486,248
|
|
|
$
|
230,944
|
|
|
$
|
—
|
|
|
$
|
717,192
|
|
June 30, 2014
|
2,370
|
|
|
312,962
|
|
|
48,752
|
|
|
124,678
|
|
|
486,392
|
|
|
243,217
|
|
|
—
|
|
|
729,609
|
|
||||||||
March 31, 2014
|
2,235
|
|
|
314,788
|
|
|
48,775
|
|
|
128,022
|
|
|
491,585
|
|
|
250,479
|
|
|
—
|
|
|
742,064
|
|
||||||||
December 31, 2013
|
2,256
|
|
|
295,848
|
|
|
47,531
|
|
|
131,010
|
|
|
474,389
|
|
|
258,265
|
|
|
5,000
|
|
|
737,654
|
|
||||||||
September 30, 2013
|
2,011
|
|
|
296,453
|
|
|
48,324
|
|
|
130,649
|
|
|
475,426
|
|
|
270,475
|
|
|
5,396
|
|
|
751,297
|
|
||||||||
June 30, 2013
|
1,915
|
|
|
302,471
|
|
|
49,681
|
|
|
129,078
|
|
|
481,230
|
|
|
280,372
|
|
|
8,179
|
|
|
769,781
|
|
||||||||
March 31, 2013
|
1,878
|
|
|
293,143
|
|
|
49,890
|
|
|
131,523
|
|
|
474,556
|
|
|
292,650
|
|
|
13,215
|
|
|
780,421
|
|
||||||||
December 31, 2012
|
1,950
|
|
|
284,509
|
|
|
48,685
|
|
|
130,151
|
|
|
463,345
|
|
|
312,026
|
|
|
30,747
|
|
|
806,118
|
|
||||||||
September 30, 2012
|
1,950
|
|
|
275,998
|
|
|
51,192
|
|
|
129,103
|
|
|
456,293
|
|
|
323,105
|
|
|
20,864
|
|
|
800,262
|
|
(1)
|
March 31, 2013 core deposits were reduced by $138.6 million of deposits held by the Bank for stock orders from the second-step conversion which closed April 8, 2013.
|
|
|
For the Years Ended September 30,
|
||||||||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||||||||
|
|
Average Balance
|
|
Percent
|
|
Weighted Average Rate
|
|
Average Balance
|
|
Percent
|
|
Weighted Average Rate
|
|
Average Balance
|
|
Percent
|
|
Weighted Average Rate
|
||||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
Deposit type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Savings accounts
|
|
$
|
48,367
|
|
|
6.6
|
%
|
|
0.02
|
%
|
|
$
|
49,443
|
|
|
6.3
|
%
|
|
0.05
|
%
|
|
$
|
53,897
|
|
|
6.5
|
%
|
|
0.19
|
%
|
Certificates of deposit
|
|
252,374
|
|
|
34.6
|
|
|
1.05
|
|
|
308,616
|
|
|
39.4
|
|
|
1.14
|
|
|
384,700
|
|
|
46.3
|
|
|
1.42
|
|
|||
Money market
|
|
126,578
|
|
|
17.3
|
|
|
0.22
|
|
|
131,890
|
|
|
16.8
|
|
|
0.24
|
|
|
125,860
|
|
|
15.2
|
|
|
0.37
|
|
|||
Demand and NOW
|
|
303,123
|
|
|
41.5
|
|
|
0.10
|
|
|
293,972
|
|
|
37.5
|
|
|
0.13
|
|
|
266,149
|
|
|
32.0
|
|
|
0.21
|
|
|||
Total deposits
|
|
$
|
730,442
|
|
|
100.0
|
%
|
|
0.45
|
%
|
|
$
|
783,921
|
|
|
100.0
|
%
|
|
0.54
|
%
|
|
$
|
830,606
|
|
|
100.0
|
%
|
|
0.79
|
%
|
|
|
At September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(in thousands)
|
||||||||||
Interest rate:
|
|
|
|
|
|
|
||||||
Less than 2.00%
|
|
$
|
188,472
|
|
|
$
|
219,967
|
|
|
$
|
262,781
|
|
2.00% to 2.99%
|
|
18,168
|
|
|
24,187
|
|
|
45,598
|
|
|||
3.00% to 3.99%
|
|
24,304
|
|
|
31,207
|
|
|
34,000
|
|
|||
4.00% to 4.99%
|
|
—
|
|
|
510
|
|
|
1,466
|
|
|||
5.00% to 5.99%
|
|
—
|
|
|
—
|
|
|
124
|
|
|||
Total
|
|
$
|
230,944
|
|
|
$
|
275,871
|
|
|
$
|
343,969
|
|
|
|
At September 30, 2014
|
|||||||||||||||||||||
|
|
Period to Maturity
|
|||||||||||||||||||||
|
|
Less than or equal to one year
|
|
More than one to two years
|
|
More than two to three years
|
|
More than three years
|
|
Total
|
|
Percent of total
|
|||||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||||
Interest rate range:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
0.49% and below
|
|
$
|
85,003
|
|
|
$
|
7,018
|
|
|
$
|
1,648
|
|
|
$
|
1,171
|
|
|
$
|
94,840
|
|
|
41.1
|
%
|
0.50% to 0.99%
|
|
33,486
|
|
|
16,826
|
|
|
2,039
|
|
|
2,687
|
|
|
55,038
|
|
|
23.8
|
|
|||||
1.00% to 1.99%
|
|
1,570
|
|
|
7,507
|
|
|
10,852
|
|
|
18,665
|
|
|
38,594
|
|
|
16.7
|
|
|||||
2.00% to 2.99%
|
|
14,764
|
|
|
3,404
|
|
|
—
|
|
|
—
|
|
|
18,168
|
|
|
7.9
|
|
|||||
3.00% to 3.99%
|
|
24,304
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
24,304
|
|
|
10.5
|
|
|||||
Total
|
|
$
|
159,127
|
|
|
$
|
34,755
|
|
|
$
|
14,539
|
|
|
$
|
22,523
|
|
|
$
|
230,944
|
|
|
100.0
|
%
|
|
|
At September 30, 2014
|
||||||
|
|
Retail
(1)
|
|
Wholesale
(2)
|
||||
|
|
(in thousands)
|
||||||
Three months or less
|
|
$
|
19,500
|
|
|
$
|
—
|
|
Over three months through six months
|
|
21,327
|
|
|
—
|
|
||
Over six months through one year
|
|
35,705
|
|
|
—
|
|
||
Over one year to three years
|
|
22,421
|
|
|
—
|
|
||
Over three years
|
|
11,468
|
|
|
—
|
|
||
Total
|
|
$
|
110,421
|
|
|
$
|
—
|
|
(1)
|
Retail certificates of deposit consist of deposits held directly by customers. The weighted average interest rate for all retail certificates of deposit at
September 30, 2014
, was
1.07%
.
|
(2)
|
Wholesale certificates of deposit include brokered deposits and deposits from other financial institutions.
|
|
|
At or For the Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Balance at end of year
|
|
$
|
55,000
|
|
|
$
|
60,000
|
|
|
$
|
81,000
|
|
Average balance during year
|
|
$
|
57,208
|
|
|
$
|
74,211
|
|
|
$
|
94,205
|
|
Maximum outstanding at any month end
|
|
$
|
60,000
|
|
|
$
|
80,000
|
|
|
$
|
110,000
|
|
Weighted average interest rate at end of year
|
|
4.29
|
%
|
|
4.24
|
%
|
|
4.05
|
%
|
|||
Average interest rate during year
|
|
4.33
|
%
|
|
4.20
|
%
|
|
4.24
|
%
|
|
|
For the Years Ended September 30,
|
|||||||||||||||||||||||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||||||||||||
|
|
Average
Balance |
|
Interest
|
|
Average Yield/Cost
|
|
Average
Balance |
|
Interest
|
|
Average Yield/Cost
|
|
Average
Balance |
|
Interest
|
|
Average Yield/Cost
|
|||||||||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-earning deposits in other financial institutions
|
|
$
|
138,859
|
|
|
331
|
|
|
0.24
|
%
|
|
$
|
139,922
|
|
|
328
|
|
|
0.23
|
%
|
|
$
|
68,025
|
|
|
161
|
|
|
0.24
|
%
|
|||
FHLB common stock and other equity securities
|
|
3,671
|
|
|
135
|
|
|
3.67
|
|
|
4,802
|
|
|
123
|
|
|
2.56
|
|
|
8,074
|
|
|
115
|
|
|
1.42
|
|
||||||
Mortgage-backed securities and collateralized mortgage obligations available for sale
|
|
181,836
|
|
|
3,613
|
|
|
1.99
|
|
|
176,801
|
|
|
3,195
|
|
|
1.81
|
|
|
154,674
|
|
|
3,368
|
|
|
2.18
|
|
||||||
Other investment securities available for sale
(1)
|
|
18,273
|
|
|
72
|
|
|
0.40
|
|
|
25,274
|
|
|
175
|
|
|
0.69
|
|
|
27,343
|
|
|
262
|
|
|
0.96
|
|
||||||
Loans receivable
(1)(2)(3)(4)
|
|
587,486
|
|
|
28,410
|
|
|
4.84
|
|
|
577,077
|
|
|
29,892
|
|
|
5.18
|
|
|
641,284
|
|
|
35,207
|
|
|
5.49
|
|
||||||
Accretion and amortization of loss share loans receivable
(5)
|
|
|
|
3,087
|
|
|
0.52
|
|
|
|
|
8,923
|
|
|
1.52
|
|
|
|
|
8,988
|
|
|
1.36
|
|
|||||||||
Total interest-earning assets
|
|
930,125
|
|
|
35,648
|
|
|
3.83
|
|
|
923,876
|
|
|
42,636
|
|
|
4.61
|
|
|
899,400
|
|
|
48,101
|
|
|
5.35
|
|
||||||
Total noninterest-earning assets
|
|
130,908
|
|
|
|
|
|
|
|
150,891
|
|
|
|
|
|
|
|
174,736
|
|
|
|
|
|
||||||||||
Total assets
|
|
$
|
1,061,033
|
|
|
|
|
|
|
$
|
1,074,767
|
|
|
|
|
|
|
$
|
1,074,136
|
|
|
|
|
|
|||||||||
Liabilities and Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
NOW accounts
|
|
$
|
175,265
|
|
|
$
|
190
|
|
|
0.11
|
%
|
|
$
|
157,579
|
|
|
$
|
203
|
|
|
0.13
|
%
|
|
$
|
144,386
|
|
|
$
|
232
|
|
|
0.16
|
%
|
Rewards checking
|
|
47,701
|
|
|
114
|
|
|
0.24
|
|
|
51,454
|
|
|
178
|
|
|
0.35
|
|
|
56,883
|
|
|
335
|
|
|
0.59
|
|
||||||
Savings accounts
|
|
48,367
|
|
|
10
|
|
|
0.02
|
|
|
49,443
|
|
|
23
|
|
|
0.05
|
|
|
53,897
|
|
|
104
|
|
|
0.19
|
|
||||||
Money market deposit accounts
|
|
126,578
|
|
|
281
|
|
|
0.22
|
|
|
131,890
|
|
|
313
|
|
|
0.24
|
|
|
125,860
|
|
|
469
|
|
|
0.37
|
|
||||||
Certificate of deposit accounts
|
|
252,374
|
|
|
2,660
|
|
|
1.05
|
|
|
308,616
|
|
|
3,526
|
|
|
1.14
|
|
|
384,700
|
|
|
5,454
|
|
|
1.42
|
|
||||||
Total interest-bearing deposits
|
|
650,285
|
|
|
3,255
|
|
|
0.50
|
|
|
698,982
|
|
|
4,243
|
|
|
0.61
|
|
|
765,726
|
|
|
6,594
|
|
|
0.86
|
|
||||||
Borrowed funds
|
|
57,211
|
|
|
2,475
|
|
|
4.33
|
|
|
74,211
|
|
|
3,118
|
|
|
4.20
|
|
|
94,213
|
|
|
3,995
|
|
|
4.24
|
|
||||||
Total interest-bearing liabilities
|
|
707,496
|
|
|
5,730
|
|
|
0.81
|
|
|
773,193
|
|
|
7,361
|
|
|
0.95
|
|
|
859,939
|
|
|
10,589
|
|
|
1.23
|
|
||||||
Noninterest-bearing deposits
|
|
80,157
|
|
|
|
|
|
|
84,939
|
|
|
|
|
|
|
64,880
|
|
|
|
|
|
||||||||||||
Other noninterest-bearing liabilities
|
|
12,104
|
|
|
|
|
|
|
6,982
|
|
|
|
|
|
|
10,248
|
|
|
|
|
|
||||||||||||
Total noninterest-bearing liabilities
|
|
92,261
|
|
|
|
|
|
|
91,921
|
|
|
|
|
|
|
75,128
|
|
|
|
|
|
||||||||||||
Total liabilities
|
|
799,757
|
|
|
|
|
|
|
865,114
|
|
|
|
|
|
|
935,067
|
|
|
|
|
|
||||||||||||
Total stockholders' equity
|
|
261,276
|
|
|
|
|
|
|
209,653
|
|
|
|
|
|
|
139,069
|
|
|
|
|
|
||||||||||||
Total liabilities and stockholders' equity
|
|
$
|
1,061,033
|
|
|
|
|
|
|
$
|
1,074,767
|
|
|
|
|
|
|
$
|
1,074,136
|
|
|
|
|
|
|||||||||
Net interest income
|
|
|
|
|
$
|
29,918
|
|
|
|
|
|
|
|
|
$
|
35,275
|
|
|
|
|
|
|
|
$
|
37,512
|
|
|
|
|||||
Net interest earning assets
(6)
|
|
|
|
|
$
|
222,629
|
|
|
|
|
|
|
|
|
$
|
150,683
|
|
|
|
|
|
|
|
$
|
39,461
|
|
|
|
|||||
Net interest rate spread
(7)
|
|
|
|
|
|
|
|
3.02
|
%
|
|
|
|
|
|
|
|
3.66
|
%
|
|
|
|
|
|
4.12
|
%
|
||||||||
Net interest margin
(8)
|
|
|
|
|
|
|
|
3.22
|
%
|
|
|
|
|
|
|
|
3.82
|
%
|
|
|
|
|
|
4.17
|
%
|
||||||||
Net interest margin, excluding the effects of purchase accounting
(9)
|
|
|
|
|
|
2.87
|
%
|
|
|
|
|
|
2.82
|
%
|
|
|
|
|
|
3.11
|
%
|
||||||||||||
Ratio of average interest-earning assets to average interest-bearing liabilities
|
|
|
|
|
|
|
|
131.47
|
%
|
|
|
|
|
|
|
|
119.49
|
%
|
|
|
|
|
|
104.59
|
%
|
(1)
|
Tax exempt or tax-advantaged securities and loans are shown at their contractual yields and are not shown at a tax equivalent yield.
|
(2)
|
Includes net loan fees deferred and accreted pursuant to applicable accounting requirements.
|
(3)
|
Interest income on loans is interest income as recorded in the income statement and, therefore, does not include interest income on nonaccrual loans.
|
(4)
|
Interest income on loans excludes discount accretion and amortization of the indemnification asset.
|
(5)
|
Accretion of accretable purchase discount on loans acquired in FDIC-assisted acquisitions and amortization of the overstatement of FDIC indemnification asset.
|
(6)
|
Net interest-earning assets represent total average interest-earning assets less total average interest-bearing liabilities.
|
(7)
|
Net interest rate spread represents the difference between the weighted average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities.
|
(8)
|
Net interest margin represents net interest income as a percentage of average interest-earning assets.
|
(9)
|
Net interest margin, excluding the effects of purchase accounting represents net interest income excluding accretion and amortization of loss share loans receivable as a percentage of average net interest earning assets excluding loan accretable discounts in the amount of
$4.9 million
,
$9.2 million
and
$17.9 million
for the years ended
September 30, 2014
,
2013
and
2012
, respectively.
|
|
|
Year Ended September 30, 2014
Compared to the Year Ended September 30, 2013 |
||||||||||||||
|
|
Increase/(Decrease) Due to
|
||||||||||||||
|
|
Volume
|
|
Rate
|
|
Combined
|
|
Net
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Interest Income:
|
|
|
|
|
|
|
|
|
||||||||
Interest-earning deposits in other financial institutions
|
|
$
|
(2
|
)
|
|
$
|
6
|
|
|
$
|
(1
|
)
|
|
$
|
3
|
|
FHLB common stock and other equity securities
|
|
(29
|
)
|
|
53
|
|
|
(12
|
)
|
|
12
|
|
||||
Mortgage-backed securities and collateralized mortgage obligations available for sale
|
|
91
|
|
|
318
|
|
|
9
|
|
|
418
|
|
||||
Other investment securities available for sale
|
|
(48
|
)
|
|
(75
|
)
|
|
20
|
|
|
(103
|
)
|
||||
Loans receivable
|
|
700
|
|
|
(7,876
|
)
|
|
(142
|
)
|
|
(7,318
|
)
|
||||
Total interest-earning assets
|
|
712
|
|
|
(7,574
|
)
|
|
(126
|
)
|
|
(6,988
|
)
|
||||
Interest Expense:
|
|
|
|
|
|
|
|
|
||||||||
NOW accounts
|
|
25
|
|
|
(96
|
)
|
|
(6
|
)
|
|
(77
|
)
|
||||
Savings accounts
|
|
(1
|
)
|
|
(13
|
)
|
|
1
|
|
|
(13
|
)
|
||||
Money market deposit accounts
|
|
(13
|
)
|
|
(20
|
)
|
|
1
|
|
|
(32
|
)
|
||||
Certificate of deposit accounts
|
|
(641
|
)
|
|
(273
|
)
|
|
48
|
|
|
(866
|
)
|
||||
Total interest-bearing deposits
|
|
(630
|
)
|
|
(402
|
)
|
|
44
|
|
|
(988
|
)
|
||||
Borrowed funds
|
|
(714
|
)
|
|
92
|
|
|
(21
|
)
|
|
(643
|
)
|
||||
Total interest-bearing liabilities
|
|
(1,344
|
)
|
|
(310
|
)
|
|
23
|
|
|
(1,631
|
)
|
||||
Net change in net interest income
|
|
$
|
2,056
|
|
|
$
|
(7,264
|
)
|
|
$
|
(149
|
)
|
|
$
|
(5,357
|
)
|
|
|
Year Ended September 30, 2013
Compared to the Year Ended September 30, 2012 |
||||||||||||||
|
|
Increase/(Decrease) Due to
|
||||||||||||||
|
|
Volume
|
|
Rate
|
|
Combined
|
|
Net
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Interest Income:
|
|
|
|
|
|
|
|
|
||||||||
Interest-earning deposits in other financial institutions
|
|
$
|
170
|
|
|
$
|
(1
|
)
|
|
$
|
(2
|
)
|
|
$
|
167
|
|
FHLB common stock and other equity securities
|
|
(47
|
)
|
|
92
|
|
|
(37
|
)
|
|
8
|
|
||||
Mortgage-backed securities and collateralized mortgage obligations available for sale
|
|
482
|
|
|
(573
|
)
|
|
(82
|
)
|
|
(173
|
)
|
||||
Other investment securities available for sale
|
|
(20
|
)
|
|
(72
|
)
|
|
5
|
|
|
(87
|
)
|
||||
Loans receivable
|
|
(4,425
|
)
|
|
(1,061
|
)
|
|
106
|
|
|
(5,380
|
)
|
||||
Total interest-earning assets
|
|
(3,840
|
)
|
|
(1,615
|
)
|
|
(10
|
)
|
|
(5,465
|
)
|
||||
Interest Expense:
|
|
|
|
|
|
|
|
|
||||||||
NOW accounts
|
|
22
|
|
|
(200
|
)
|
|
(8
|
)
|
|
(186
|
)
|
||||
Savings accounts
|
|
(9
|
)
|
|
(78
|
)
|
|
6
|
|
|
(81
|
)
|
||||
Money market deposit accounts
|
|
22
|
|
|
(170
|
)
|
|
(8
|
)
|
|
(156
|
)
|
||||
Certificate of deposit accounts
|
|
(1,079
|
)
|
|
(1,058
|
)
|
|
209
|
|
|
(1,928
|
)
|
||||
Total interest-bearing deposits
|
|
(1,044
|
)
|
|
(1,506
|
)
|
|
199
|
|
|
(2,351
|
)
|
||||
Borrowed funds
|
|
(848
|
)
|
|
(38
|
)
|
|
9
|
|
|
(877
|
)
|
||||
Total interest-bearing liabilities
|
|
(1,892
|
)
|
|
(1,544
|
)
|
|
208
|
|
|
(3,228
|
)
|
||||
Net change in net interest income
|
|
$
|
(1,948
|
)
|
|
$
|
(71
|
)
|
|
$
|
(218
|
)
|
|
$
|
(2,237
|
)
|
|
Loan Accretion (Amortization) Income
|
|||||||||||||||||||||||||||
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
|
Remaining
(1)
|
||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||||||
NCB
|
$
|
1,698
|
|
|
$
|
4,519
|
|
|
$
|
2,272
|
|
|
$
|
751
|
|
|
$
|
844
|
|
|
$
|
239
|
|
|
|
$
|
68
|
|
MCB
|
—
|
|
|
3,242
|
|
|
5,742
|
|
|
3,740
|
|
|
3,086
|
|
|
3,110
|
|
|
|
3,060
|
|
|||||||
FNB
|
—
|
|
|
—
|
|
|
252
|
|
|
4,497
|
|
|
4,993
|
|
|
3,245
|
|
|
|
2,858
|
|
|||||||
Total
|
1,698
|
|
|
7,761
|
|
|
8,266
|
|
|
8,988
|
|
|
8,923
|
|
|
6,594
|
|
|
|
5,986
|
|
|||||||
Amortization
(2)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,507
|
)
|
|
|
(2,940
|
)
|
|||||||
Net
|
$
|
1,698
|
|
|
$
|
7,761
|
|
|
$
|
8,266
|
|
|
$
|
8,988
|
|
|
$
|
8,923
|
|
|
$
|
3,087
|
|
|
|
$
|
3,046
|
|
(1)
|
Based on revised estimated cash flows related to covered loans, as of
September 30, 2014
, it was determined that approximately
$2.9 million
of the FDIC indemnification asset will be amortized into interest income over the remaining life of the acquired loan pools or the agreements with the FDIC, whichever is shorter.
$3.5 million
was amortized as an offset to loan interest income in the year ended
September 30, 2014
.
|
(2)
|
Amortization of the FDIC indemnification asset due to improved estimated cash flows related to covered loans.
|
|
|
For the Three Months Ended
|
||||||||||||||||||||||||||||||
|
|
September 30, 2014
|
|
June 30, 2014
|
|
March 31, 2014
|
|
December 31, 2013
|
|
September 30, 2013
|
|
June 30, 2013
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Service charges on deposit accounts
|
|
$
|
1,552
|
|
|
$
|
1,464
|
|
|
$
|
1,372
|
|
|
$
|
1,428
|
|
|
$
|
1,364
|
|
|
$
|
1,277
|
|
|
$
|
1,286
|
|
|
$
|
1,389
|
|
Bankcard fees
|
|
960
|
|
|
906
|
|
|
863
|
|
|
828
|
|
|
647
|
|
|
638
|
|
|
592
|
|
|
561
|
|
||||||||
Gain on the sale of loans
|
|
366
|
|
|
298
|
|
|
266
|
|
|
172
|
|
|
192
|
|
|
407
|
|
|
385
|
|
|
350
|
|
||||||||
Brokerage commissions
|
|
138
|
|
|
124
|
|
|
184
|
|
|
145
|
|
|
120
|
|
|
153
|
|
|
175
|
|
|
141
|
|
||||||||
Bank owned life insurance
|
|
327
|
|
|
278
|
|
|
339
|
|
|
308
|
|
|
300
|
|
|
211
|
|
|
228
|
|
|
255
|
|
||||||||
Gain on sale of investments, net
|
|
—
|
|
|
201
|
|
|
—
|
|
|
—
|
|
|
30
|
|
|
—
|
|
|
—
|
|
|
220
|
|
||||||||
FDIC receivable accretion (net impairment)
|
|
(236
|
)
|
|
68
|
|
|
83
|
|
|
(90
|
)
|
|
(186
|
)
|
|
(115
|
)
|
|
186
|
|
|
148
|
|
||||||||
Other income
|
|
601
|
|
|
(103
|
)
|
|
110
|
|
|
1,325
|
|
|
335
|
|
|
91
|
|
|
125
|
|
|
147
|
|
||||||||
Total noninterest income
|
|
$
|
3,708
|
|
|
$
|
3,236
|
|
|
$
|
3,217
|
|
|
$
|
4,116
|
|
|
$
|
2,802
|
|
|
$
|
2,662
|
|
|
$
|
2,977
|
|
|
$
|
3,211
|
|
|
|
For the Three Months Ended
|
||||||||||||||||||||||||||||||
|
|
September 30, 2014
|
|
June 30, 2014
|
|
March 31, 2014
|
|
December 31, 2013
|
|
September 30, 2013
|
|
June 30, 2013
|
|
March 31, 2013
|
|
December 31, 2012
|
||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||
Salaries and employee benefits
|
|
$
|
5,241
|
|
|
$
|
4,969
|
|
|
$
|
4,852
|
|
|
$
|
4,701
|
|
|
$
|
4,956
|
|
|
$
|
4,460
|
|
|
$
|
4,367
|
|
|
$
|
4,676
|
|
Occupancy
|
|
1,847
|
|
|
1,863
|
|
|
1,874
|
|
|
1,892
|
|
|
1,979
|
|
|
1,845
|
|
|
1,718
|
|
|
1,761
|
|
||||||||
Legal and professional
|
|
372
|
|
|
369
|
|
|
387
|
|
|
554
|
|
|
647
|
|
|
459
|
|
|
493
|
|
|
323
|
|
||||||||
Marketing
|
|
470
|
|
|
340
|
|
|
337
|
|
|
300
|
|
|
367
|
|
|
336
|
|
|
323
|
|
|
268
|
|
||||||||
Furniture and equipment
|
|
177
|
|
|
226
|
|
|
158
|
|
|
166
|
|
|
213
|
|
|
203
|
|
|
210
|
|
|
202
|
|
||||||||
Postage, office supplies, and printing
|
|
219
|
|
|
240
|
|
|
181
|
|
|
226
|
|
|
275
|
|
|
283
|
|
|
277
|
|
|
247
|
|
||||||||
Core deposit intangible amortization expense
|
|
80
|
|
|
94
|
|
|
100
|
|
|
106
|
|
|
112
|
|
|
116
|
|
|
121
|
|
|
128
|
|
||||||||
Federal insurance premiums and other regulatory fees
|
|
190
|
|
|
199
|
|
|
251
|
|
|
251
|
|
|
233
|
|
|
254
|
|
|
(142
|
)
|
|
245
|
|
||||||||
Net cost (benefit) of operations of other real estate owned
|
|
60
|
|
|
88
|
|
|
(2
|
)
|
|
289
|
|
|
40
|
|
|
(22
|
)
|
|
1,192
|
|
|
(192
|
)
|
||||||||
Other
|
|
738
|
|
|
647
|
|
|
442
|
|
|
715
|
|
|
647
|
|
|
830
|
|
|
1,198
|
|
|
667
|
|
||||||||
Total noninterest expense
|
|
$
|
9,394
|
|
|
$
|
9,035
|
|
|
$
|
8,580
|
|
|
$
|
9,200
|
|
|
$
|
9,469
|
|
|
$
|
8,764
|
|
|
$
|
9,757
|
|
|
$
|
8,325
|
|
•
|
Established a special assets department with experienced leadership that continues to actively manage the nonperforming and classified assets acquired in the FDIC-assisted transactions.
|
•
|
Senior management reviews and updates resolution strategy quarterly, updates appraisals periodically, has appraisal reviews and validates expected cash flow through any other sources available.
|
•
|
Through
September 30, 2014
, we had received
$226.8 million
from the FDIC for reimbursements associated with the FDIC loss-sharing agreements. We have a remaining indemnification asset of
$10.5 million
as of
September 30, 2014
of which
$2.9 million
is related to the MCB acquisition for which the loss share reimbursement period ends in March 2015.
|
|
|
At September 30,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Nonaccrual loans:
(1)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
|
$
|
982
|
|
|
$
|
1,508
|
|
|
$
|
2,038
|
|
|
$
|
5,793
|
|
|
$
|
5,946
|
|
Commercial real estate
|
|
2,370
|
|
|
1,121
|
|
|
772
|
|
|
5,340
|
|
|
5,253
|
|
|||||
Commercial
|
|
156
|
|
|
161
|
|
|
192
|
|
|
438
|
|
|
246
|
|
|||||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
26
|
|
|
—
|
|
|||||
Consumer and other loans
|
|
—
|
|
|
84
|
|
|
42
|
|
|
97
|
|
|
209
|
|
|||||
Total nonaccrual loans
|
|
3,508
|
|
|
2,874
|
|
|
3,044
|
|
|
11,694
|
|
|
11,654
|
|
|||||
Loans delinquent 90 days or greater and still accruing:
(2)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
|
517
|
|
|
47
|
|
|
402
|
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate
|
|
215
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
140
|
|
|||||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer and other loans
|
|
4
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total loans delinquent 90 days or greater and still accruing
|
|
736
|
|
|
47
|
|
|
402
|
|
|
—
|
|
|
140
|
|
|||||
Total nonperforming loans
|
|
$
|
4,244
|
|
|
$
|
2,921
|
|
|
$
|
3,446
|
|
|
$
|
11,694
|
|
|
$
|
11,794
|
|
Other real estate owned:
(3)
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
|
586
|
|
|
1,175
|
|
|
735
|
|
|
581
|
|
|
1,855
|
|
|||||
Commercial real estate
|
|
862
|
|
|
440
|
|
|
1,233
|
|
|
3,170
|
|
|
7,786
|
|
|||||
Commercial
|
|
310
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate construction
|
|
—
|
|
|
—
|
|
|
139
|
|
|
342
|
|
|
—
|
|
|||||
Consumer and other loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total real estate owned
|
|
1,758
|
|
|
1,615
|
|
|
2,107
|
|
|
4,093
|
|
|
9,641
|
|
|||||
Total nonperforming assets
|
|
$
|
6,002
|
|
|
$
|
4,536
|
|
|
$
|
5,553
|
|
|
$
|
15,787
|
|
|
$
|
21,435
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratios:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonperforming loans as a percentage of total non-covered loans
|
|
0.77
|
%
|
|
0.61
|
%
|
|
0.79
|
%
|
|
2.72
|
%
|
|
2.55
|
%
|
|||||
Nonperforming assets as a percentage of total non-covered assets
|
|
0.65
|
%
|
|
0.49
|
%
|
|
0.69
|
%
|
|
1.99
|
%
|
|
2.33
|
%
|
(1)
|
Included in nonaccrual loans are
$1.7 million
,
$0.4 million
,
$0.5 million
,
$1.4 million
and
$1.9 million
of non-accruing troubled debt restructured loans at
September 30, 2014
,
2013
,
2012
,
2011
and
2010
, respectively.
|
(2)
|
Acquired NCB FAS ASC 310-30 loans that are no longer covered under the non-single family loss sharing agreement with the FDIC in the amount of
$1.0 million
are not included in this table as of
September 30, 2014
. Due to the recognition of accretion income related to these loans, FAS ASC 310-30 loans that are greater than 90 days delinquent or designated nonaccrual status are regarded as accruing loans.
|
(3)
|
Other real estate owned in the amount of $363,400 that is no longer covered under the non-single family loss sharing agreement with the FDIC that expired in fiscal 2014 is now included in this table.
|
|
|
Non-Accruing Troubled Debt Restructurings
at September 30, |
|||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
1-4 family residential real estate
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
$
|
—
|
|
Commercial real estate
|
|
2
|
|
|
1,673
|
|
|
3
|
|
|
439
|
|
|
3
|
|
|
502
|
|
|||
Commercial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
19
|
|
|||
Consumer and other loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total non-accruing troubled debt restructurings
|
|
2
|
|
|
$
|
1,673
|
|
|
3
|
|
|
$
|
439
|
|
|
4
|
|
|
$
|
521
|
|
|
|
Loans Delinquent and Still Accruing For
|
|
Total
|
|||||||||||||||||
|
|
30-89 Days
|
|
90 Days and Over
(1)
|
|
||||||||||||||||
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|||||||||
At September 30, 2014
|
|
(dollars in thousands)
|
|||||||||||||||||||
Non-covered loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1-4 family residential real estate
|
|
26
|
|
|
$
|
1,764
|
|
|
6
|
|
|
$
|
517
|
|
|
32
|
|
|
$
|
2,281
|
|
Commercial real estate
|
|
4
|
|
|
254
|
|
|
3
|
|
|
1,218
|
|
|
7
|
|
|
1,472
|
|
|||
Commercial
|
|
2
|
|
|
33
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
33
|
|
|||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other loans
|
|
6
|
|
|
31
|
|
|
1
|
|
|
4
|
|
|
7
|
|
|
35
|
|
|||
Total non-covered loans
|
|
38
|
|
|
$
|
2,082
|
|
|
10
|
|
|
$
|
1,739
|
|
|
48
|
|
|
$
|
3,821
|
|
Covered loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1-4 family residential real estate
|
|
4
|
|
|
$
|
293
|
|
|
1
|
|
|
$
|
111
|
|
|
5
|
|
|
$
|
404
|
|
Commercial real estate
|
|
5
|
|
|
561
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
561
|
|
|||
Commercial
|
|
1
|
|
|
300
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
300
|
|
|||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total covered loans
|
|
10
|
|
|
$
|
1,154
|
|
|
1
|
|
|
$
|
111
|
|
|
11
|
|
|
$
|
1,265
|
|
Total loans
|
|
48
|
|
|
$
|
3,236
|
|
|
11
|
|
|
$
|
1,850
|
|
|
59
|
|
|
$
|
5,086
|
|
(1)
|
Previously covered loans in the amount of
$1.0 million
are now reflected in the Greater than 90 Days Accruing column in the non-covered loans. These loans which are accounted for under ASC 310-30 are reported as accruing loans because of accretable discounts established at the time of acquisition.
|
|
|
Loans Delinquent and Still Accruing For
|
|
Total
|
|||||||||||||||||
|
|
30-89 Days
|
|
90 Days and Over
|
|
||||||||||||||||
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|||||||||
At September 30, 2013
|
|
(dollars in thousands)
|
|||||||||||||||||||
Non-covered loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1-4 family residential real estate
|
|
13
|
|
|
$
|
836
|
|
|
2
|
|
|
$
|
47
|
|
|
15
|
|
|
$
|
883
|
|
Commercial real estate
|
|
5
|
|
|
505
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
505
|
|
|||
Commercial
|
|
4
|
|
|
113
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
113
|
|
|||
Real estate construction
|
|
1
|
|
|
37
|
|
|
—
|
|
|
—
|
|
|
1
|
|
|
37
|
|
|||
Consumer and other loans
|
|
9
|
|
|
114
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
114
|
|
|||
Total non-covered loans
|
|
32
|
|
|
$
|
1,605
|
|
|
2
|
|
|
$
|
47
|
|
|
34
|
|
|
$
|
1,652
|
|
Covered loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1-4 family residential real estate
|
|
3
|
|
|
$
|
184
|
|
|
—
|
|
|
$
|
—
|
|
|
3
|
|
|
$
|
184
|
|
Commercial real estate
|
|
14
|
|
|
1,805
|
|
|
1
|
|
|
135
|
|
|
15
|
|
|
1,940
|
|
|||
Commercial
|
|
3
|
|
|
314
|
|
|
—
|
|
|
—
|
|
|
3
|
|
|
314
|
|
|||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total covered loans
|
|
20
|
|
|
$
|
2,303
|
|
|
1
|
|
|
$
|
135
|
|
|
21
|
|
|
$
|
2,438
|
|
Total loans
|
|
52
|
|
|
$
|
3,908
|
|
|
3
|
|
|
$
|
182
|
|
|
55
|
|
|
$
|
4,090
|
|
|
|
Loans Delinquent and Still Accruing For
|
|
Total
|
|||||||||||||||||
|
|
30-89 Days
|
|
90 Days and Over
|
|
||||||||||||||||
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|||||||||
At September 30, 2012
|
|
(dollars in thousands)
|
|||||||||||||||||||
Non-covered loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1-4 family residential real estate
|
|
24
|
|
|
$
|
1,252
|
|
|
2
|
|
|
$
|
402
|
|
|
26
|
|
|
$
|
1,654
|
|
Commercial real estate
|
|
4
|
|
|
1,276
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
1,276
|
|
|||
Commercial
|
|
5
|
|
|
126
|
|
|
—
|
|
|
—
|
|
|
5
|
|
|
126
|
|
|||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other loans
|
|
11
|
|
|
124
|
|
|
—
|
|
|
|
|
11
|
|
|
124
|
|
||||
Total non-covered loans
|
|
44
|
|
|
$
|
2,778
|
|
|
2
|
|
|
$
|
402
|
|
|
46
|
|
|
$
|
3,180
|
|
Covered loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1-4 family residential real estate
|
|
8
|
|
|
$
|
506
|
|
|
—
|
|
|
$
|
—
|
|
|
8
|
|
|
$
|
506
|
|
Commercial real estate
|
|
9
|
|
|
2,114
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
2,114
|
|
|||
Commercial
|
|
8
|
|
|
708
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
708
|
|
|||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other loans
|
|
2
|
|
|
11
|
|
|
—
|
|
|
—
|
|
|
2
|
|
|
11
|
|
|||
Total covered loans
|
|
27
|
|
|
$
|
3,339
|
|
|
—
|
|
|
$
|
—
|
|
|
27
|
|
|
$
|
3,339
|
|
Total loans
|
|
71
|
|
|
$
|
6,117
|
|
|
2
|
|
|
$
|
402
|
|
|
73
|
|
|
$
|
6,519
|
|
|
|
At September 30,
|
||||||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||||||||||||||
|
|
Non-covered
|
|
Covered
(2)
|
|
Non-covered
|
|
Covered
(2)
|
|
Non-covered
|
|
Covered
(2)
|
||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||
Substandard assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Loans
|
|
$
|
26,260
|
|
|
$
|
3,972
|
|
|
$
|
29,435
|
|
|
$
|
5,378
|
|
|
$
|
31,790
|
|
|
$
|
9,916
|
|
Other real estate owned
|
|
1,758
|
|
|
980
|
|
|
1,615
|
|
|
1,895
|
|
|
2,107
|
|
|
1,909
|
|
||||||
Repossessed assets
|
|
51
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
—
|
|
|
5
|
|
||||||
Securities
(1)
|
|
—
|
|
|
—
|
|
|
6,605
|
|
|
—
|
|
|
5,574
|
|
|
—
|
|
||||||
Doubtful loans
|
|
—
|
|
|
—
|
|
|
1
|
|
|
113
|
|
|
—
|
|
|
326
|
|
||||||
Loss assets
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total classified assets
|
|
$
|
28,069
|
|
|
$
|
4,952
|
|
|
$
|
37,656
|
|
|
$
|
7,394
|
|
|
$
|
39,471
|
|
|
$
|
12,156
|
|
(1)
|
Substandard securities represent certain non-investment grade investments.
|
(2)
|
Covered assets represent only the portion of the asset that is not covered by FDIC loss sharing agreements. The remaining portion of the covered assets is not shown because they are covered by FDIC loss sharing agreements, and therefore cannot be considered classified assets.
|
|
|
At or For the Years Ended September 30,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(dollars in thousands)
|
||||||||||||||||||
Balance at beginning of period
|
|
$
|
8,189
|
|
|
$
|
8,190
|
|
|
$
|
9,370
|
|
|
$
|
9,797
|
|
|
$
|
9,332
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
|
(324
|
)
|
|
(224
|
)
|
|
(1,181
|
)
|
|
(600
|
)
|
|
(486
|
)
|
|||||
Commercial real estate
|
|
(365
|
)
|
|
(1,122
|
)
|
|
(2,825
|
)
|
|
(957
|
)
|
|
(3,084
|
)
|
|||||
Commercial
|
|
(39
|
)
|
|
(165
|
)
|
|
(408
|
)
|
|
(517
|
)
|
|
(524
|
)
|
|||||
Real estate construction
|
|
—
|
|
|
—
|
|
|
(29
|
)
|
|
(22
|
)
|
|
(1,281
|
)
|
|||||
Consumer and other loans
|
|
(13
|
)
|
|
(90
|
)
|
|
(88
|
)
|
|
(152
|
)
|
|
(32
|
)
|
|||||
Total charge-offs
(1)
|
|
(741
|
)
|
|
(1,601
|
)
|
|
(4,531
|
)
|
|
(2,248
|
)
|
|
(5,407
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
|
155
|
|
|
59
|
|
|
4
|
|
|
63
|
|
|
40
|
|
|||||
Commercial real estate
|
|
101
|
|
|
93
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial
|
|
67
|
|
|
39
|
|
|
42
|
|
|
37
|
|
|
—
|
|
|||||
Real estate construction
|
|
—
|
|
|
7
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer and other loans
|
|
2
|
|
|
2
|
|
|
5
|
|
|
21
|
|
|
32
|
|
|||||
Total recoveries
|
|
325
|
|
|
200
|
|
|
51
|
|
|
121
|
|
|
72
|
|
|||||
Net charge-offs
|
|
(416
|
)
|
|
(1,401
|
)
|
|
(4,480
|
)
|
|
(2,127
|
)
|
|
(5,335
|
)
|
|||||
Transfer of allowance on previously covered loans
|
|
400
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Provision for loan losses
|
|
300
|
|
|
1,400
|
|
|
3,300
|
|
|
1,700
|
|
|
5,800
|
|
|||||
Balance at end of year
|
|
$
|
8,473
|
|
|
$
|
8,189
|
|
|
$
|
8,190
|
|
|
$
|
9,370
|
|
|
$
|
9,797
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Ratios:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net charge-offs as a percentage of average non-covered loans receivable
|
|
0.08
|
%
|
|
0.32
|
%
|
|
0.86
|
%
|
|
0.48
|
%
|
|
0.90
|
%
|
|||||
Allowance for loan losses as a percentage of non-covered non-performing loans
|
|
199.64
|
%
|
|
280.32
|
%
|
|
237.69
|
%
|
|
80.13
|
%
|
|
84.06
|
%
|
|||||
Allowance for loan losses as a percentage of total non-covered loans receivable
(2)
|
|
1.55
|
%
|
|
1.70
|
%
|
|
1.87
|
%
|
|
2.19
|
%
|
|
2.12
|
%
|
(1)
|
CharterBank’s primary regulator changed from the Office of Thrift Supervision to the Office of the Comptroller of the Currency during the latter part of the 2011 fiscal year. The Office of the Comptroller of the Currency’s policy is for the immediate charge-off of specific allowances on impaired loans, which increased our charge-offs by $1.2 million in 2012.
|
(2)
|
Does not include loans held for sale or deferred fees.
|
|
|
At or For the Years Ended September 30,
|
||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|
2011
|
|
2010
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Balance at beginning of year
|
|
$
|
3,924
|
|
|
$
|
10,341
|
|
|
$
|
6,893
|
|
|
$
|
15,554
|
|
|
$
|
23,832
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
|
(59
|
)
|
|
(55
|
)
|
|
(113
|
)
|
|
(307
|
)
|
|
—
|
|
|||||
Commercial real estate
|
|
(399
|
)
|
|
(4,022
|
)
|
|
(4,643
|
)
|
|
(11,457
|
)
|
|
(10,787
|
)
|
|||||
Commercial
|
|
(27
|
)
|
|
(3,076
|
)
|
|
(1,633
|
)
|
|
(2,874
|
)
|
|
—
|
|
|||||
Real estate construction
|
|
—
|
|
|
—
|
|
|
(2
|
)
|
|
(338
|
)
|
|
—
|
|
|||||
Consumer and other loans
|
|
(39
|
)
|
|
(244
|
)
|
|
(309
|
)
|
|
(1,128
|
)
|
|
—
|
|
|||||
Total charge-offs
|
|
(524
|
)
|
|
(7,397
|
)
|
|
(6,700
|
)
|
|
(16,104
|
)
|
|
(10,787
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
|
5
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Commercial real estate
|
|
306
|
|
|
40
|
|
|
171
|
|
|
43
|
|
|
406
|
|
|||||
Commercial
|
|
244
|
|
|
107
|
|
|
571
|
|
|
1,400
|
|
|
—
|
|
|||||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer and other loans
|
|
6
|
|
|
1
|
|
|
2
|
|
|
—
|
|
|
—
|
|
|||||
Total recoveries
|
|
561
|
|
|
148
|
|
|
744
|
|
|
1,443
|
|
|
406
|
|
|||||
Net (charge-offs) recoveries
|
|
37
|
|
|
(7,249
|
)
|
|
(5,956
|
)
|
|
(14,661
|
)
|
|
(10,381
|
)
|
|||||
Transfer of allowance on previously covered loans
|
|
(400
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Provision for loan losses
|
|
(2,563
|
)
|
|
832
|
|
|
9,404
|
|
|
6,000
|
|
|
2,103
|
|
|||||
Balance at end of year
|
|
$
|
998
|
|
|
$
|
3,924
|
|
|
$
|
10,341
|
|
|
$
|
6,893
|
|
|
$
|
15,554
|
|
|
|
At September 30,
|
|||||||||||||||||||
|
|
2014
|
|
2013
|
|
2012
|
|||||||||||||||
|
|
Allowance for Loan Losses
|
|
Percent of Loans in Each Category to Total Loans
|
|
Allowance for Loan Losses
|
|
Percent of Loans in Each Category to Total Loans
|
|
Allowance for Loan Losses
|
|
Percent of Loans in Each Category to Total Loans
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
1-4 family residential real estate
|
|
$
|
812
|
|
|
28.0
|
%
|
|
$
|
862
|
|
|
25.9
|
%
|
|
$
|
880
|
|
|
24.1
|
%
|
Commercial real estate
|
|
5,970
|
|
|
55.0
|
|
|
5,446
|
|
|
56.2
|
|
|
5,480
|
|
|
57.6
|
|
|||
Commercial
|
|
401
|
|
|
4.5
|
|
|
456
|
|
|
5.0
|
|
|
711
|
|
|
3.8
|
|
|||
Real estate construction
|
|
493
|
|
|
11.6
|
|
|
387
|
|
|
9.3
|
|
|
287
|
|
|
10.4
|
|
|||
Consumer and other loans
|
|
14
|
|
|
0.9
|
|
|
125
|
|
|
3.6
|
|
|
80
|
|
|
4.1
|
|
|||
Total allocated allowance
|
|
7,690
|
|
|
100.0
|
%
|
|
7,276
|
|
|
100.0
|
%
|
|
7,438
|
|
|
100.0
|
%
|
|||
Unallocated
|
|
783
|
|
|
|
|
913
|
|
|
|
|
752
|
|
|
|
||||||
Total
|
|
$
|
8,473
|
|
|
|
|
$
|
8,189
|
|
|
|
|
$
|
8,190
|
|
|
|
|
|
At September 30,
|
||||||||||||
|
|
2011
|
|
2010
|
||||||||||
|
|
Allowance for Loan Losses
|
|
Percent of Loans in Each Category to Total Loans
|
|
Allowance for Loan Losses
|
|
Percent of Loans in Each Category to Total Loans
|
||||||
|
|
(dollars in thousands)
|
||||||||||||
1-4 family residential real estate
|
|
$
|
633
|
|
|
23.0
|
%
|
|
$
|
1,023
|
|
|
23.0
|
%
|
Commercial real estate
|
|
5,972
|
|
|
58.5
|
|
|
6,103
|
|
|
58.0
|
|
||
Commercial
|
|
822
|
|
|
4.1
|
|
|
624
|
|
|
4.2
|
|
||
Real estate construction
|
|
1,066
|
|
|
9.7
|
|
|
1,236
|
|
|
9.9
|
|
||
Consumer and other loans
|
|
48
|
|
|
4.7
|
|
|
79
|
|
|
4.9
|
|
||
Total allocated allowance
|
|
8,541
|
|
|
100.0
|
%
|
|
9,065
|
|
|
100.0
|
%
|
||
Unallocated
|
|
829
|
|
|
|
|
732
|
|
|
|
||||
Total
|
|
$
|
9,370
|
|
|
|
|
$
|
9,797
|
|
|
|
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To be Well Capitalized Under Prompt Corrective Action Provisions
|
|||||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital (to risk-weighted assets)
|
|
$
|
186,154
|
|
|
27.9
|
%
|
|
$
|
53,368
|
|
|
8.0
|
%
|
|
$
|
66,710
|
|
|
10.0
|
%
|
Tier 1 risk-based capital (to risk-weighted assets)
|
|
177,801
|
|
|
26.7
|
|
|
26,684
|
|
|
4.0
|
|
|
40,026
|
|
|
6.0
|
|
|||
Tier 1 leverage (to average assets)
|
|
177,801
|
|
|
17.7
|
|
|
40,255
|
|
|
4.0
|
|
|
50,318
|
|
|
5.0
|
|
|||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital (to risk-weighted assets)
|
|
$
|
209,930
|
|
|
33.8
|
%
|
|
$
|
49,648
|
|
|
8.0
|
%
|
|
$
|
62,060
|
|
|
10.0
|
%
|
Tier 1 risk-based capital (to risk-weighted assets)
|
|
202,119
|
|
|
32.6
|
|
|
24,824
|
|
|
4.0
|
|
|
37,236
|
|
|
6.0
|
|
|||
Tier 1 leverage (to average assets)
|
|
202,119
|
|
|
18.6
|
|
|
43,572
|
|
|
4.0
|
|
|
54,465
|
|
|
5.0
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
One year or less
|
|
Years two and three
|
|
Years four and five
|
|
More than five years
|
|
Total
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loan commitments to originate mortgage loans
|
|
$
|
1,755
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,755
|
|
Loan commitments to fund construction loans in process
|
|
60,152
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
60,152
|
|
|||||
Available unadvanced lines of credit on commercial loans
|
|
15,273
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
15,273
|
|
|||||
Loan commitments to fund commercial real estate loans in process
|
|
55,176
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
55,176
|
|
|||||
Available home equity and unadvanced lines of credit
|
|
9,585
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
9,585
|
|
|||||
Letters of credit
|
|
1,228
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,228
|
|
|||||
Lease agreements
|
|
692
|
|
|
858
|
|
|
145
|
|
|
—
|
|
|
1,695
|
|
|||||
Certificates of deposit
|
|
159,127
|
|
|
49,294
|
|
|
22,523
|
|
|
—
|
|
|
230,944
|
|
|||||
FHLB advances
|
|
5,000
|
|
|
25,000
|
|
|
25,000
|
|
|
—
|
|
|
55,000
|
|
|||||
Total
|
|
$
|
307,988
|
|
|
$
|
75,152
|
|
|
$
|
47,668
|
|
|
$
|
—
|
|
|
$
|
430,808
|
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
selling fixed rate mortgages we originate to the secondary market, generally on a servicing released basis;
|
•
|
maintaining the diversity of our existing loan portfolio by originating commercial real estate and consumer loans, which typically have adjustable rates and shorter terms than residential mortgages;
|
•
|
emphasizing investments with adjustable interest rates;
|
•
|
maintaining fixed rate borrowings from the Federal Home Loan Bank of Atlanta; and
|
•
|
increasing retail transaction deposit accounts, which typically have long durations.
|
Change in Interest
Rates (bp)
(1)
|
|
Estimated NPV
(2)
|
|
Estimated Increase (Decrease) in NPV
|
|
Percentage Change
in NPV
|
|
NPV Ratio as a Percent of Present Value of Assets
(3)(4)
|
|
Increase (Decrease) in NPV Ratio as a
Percent or Present Value of Assets
(3)(4)
|
||||
|
|
(dollars in thousands)
|
||||||||||||
300
|
|
$
|
213,259
|
|
|
$
|
(3,643
|
)
|
|
(1.7)%
|
|
21.1%
|
|
(0.4)%
|
200
|
|
$
|
215,027
|
|
|
$
|
(1,875
|
)
|
|
(0.9)%
|
|
21.3%
|
|
(0.2)%
|
100
|
|
$
|
216,289
|
|
|
$
|
(614
|
)
|
|
(0.3)%
|
|
21.4%
|
|
(0.1)%
|
—
|
|
$
|
216,902
|
|
|
$
|
—
|
|
|
—%
|
|
21.5%
|
|
—%
|
(100)
|
|
$
|
212,280
|
|
|
$
|
(4,622
|
)
|
|
(2.1)%
|
|
21.0%
|
|
(0.5)%
|
(1)
|
Assumes an instantaneous uniform change in interest rates at all maturities.
|
(2)
|
NPV is the difference between the present value of an institution’s assets and liabilities.
|
(3)
|
Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.
|
(4)
|
NPV Ratio represents NPV divided by the present value of assets.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
|
September 30, 2014
|
|
September 30, 2013
|
||||
|
|
|
|
|
||||
Assets
|
||||||||
Cash and amounts due from depository institutions
|
|
$
|
10,996,959
|
|
|
$
|
10,069,875
|
|
Interest-earning deposits in other financial institutions
|
|
88,465,994
|
|
|
151,382,606
|
|
||
Cash and cash equivalents
|
|
99,462,953
|
|
|
161,452,481
|
|
||
Loans held for sale, fair value of $2,090,469 and $1,883,244
|
|
2,054,722
|
|
|
1,857,393
|
|
||
Securities available for sale
|
|
188,743,273
|
|
|
215,118,407
|
|
||
Federal Home Loan Bank stock
|
|
3,442,900
|
|
|
3,940,300
|
|
||
Loans receivable:
|
|
|
|
|
||||
Not covered under FDIC loss sharing agreements
|
|
546,570,720
|
|
|
480,152,265
|
|
||
Covered under FDIC loss sharing agreements
|
|
70,631,743
|
|
|
112,915,868
|
|
||
Allowance for loan losses (covered loans)
|
|
(997,524
|
)
|
|
(3,924,278
|
)
|
||
Unamortized loan origination fees, net (non-covered loans)
|
|
(1,364,853
|
)
|
|
(1,100,666
|
)
|
||
Allowance for loan losses (non-covered loans)
|
|
(8,473,373
|
)
|
|
(8,188,896
|
)
|
||
Loans receivable, net
|
|
606,366,713
|
|
|
579,854,293
|
|
||
Other real estate owned:
|
|
|
|
|
||||
Not covered under FDIC loss sharing agreements
|
|
1,757,864
|
|
|
1,615,036
|
|
||
Covered under FDIC loss sharing agreements
|
|
5,557,927
|
|
|
14,068,846
|
|
||
Accrued interest and dividends receivable
|
|
2,459,347
|
|
|
2,728,902
|
|
||
Premises and equipment, net
|
|
20,571,541
|
|
|
21,750,756
|
|
||
Goodwill
|
|
4,325,282
|
|
|
4,325,282
|
|
||
Other intangible assets, net of amortization
|
|
423,676
|
|
|
803,886
|
|
||
Cash surrender value of life insurance
|
|
47,178,128
|
|
|
39,825,881
|
|
||
FDIC receivable for loss sharing agreements
|
|
10,531,809
|
|
|
29,941,862
|
|
||
Deferred income taxes
|
|
8,231,002
|
|
|
11,350,745
|
|
||
Other assets
|
|
9,254,001
|
|
|
771,779
|
|
||
Total assets
|
|
$
|
1,010,361,138
|
|
|
$
|
1,089,405,849
|
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
||||||||
Liabilities:
|
|
|
|
|
||||
Deposits
|
|
$
|
717,192,200
|
|
|
$
|
751,296,668
|
|
FHLB advances
|
|
55,000,000
|
|
|
60,000,000
|
|
||
Advance payments by borrowers for taxes and insurance
|
|
1,312,283
|
|
|
1,054,251
|
|
||
Other liabilities
|
|
11,901,786
|
|
|
3,277,094
|
|
||
Total liabilities
|
|
785,406,269
|
|
|
815,628,013
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.01 par value; 18,261,388 shares issued and outstanding at September 30, 2014 and 22,752,214 shares issued and outstanding at September 30, 2013
|
|
182,614
|
|
|
227,522
|
|
||
Preferred stock, $0.01 par value; 50,000,000 shares authorized at September 30, 2014 and September 30, 2013
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
119,586,164
|
|
|
171,729,570
|
|
||
Unearned compensation – ESOP
|
|
(5,984,317
|
)
|
|
(6,480,949
|
)
|
||
Retained earnings
|
|
111,924,543
|
|
|
110,141,286
|
|
||
Accumulated other comprehensive loss
|
|
(754,135
|
)
|
|
(1,839,593
|
)
|
||
Total stockholders’ equity
|
|
224,954,869
|
|
|
273,777,836
|
|
||
|
|
|
|
|
||||
Total liabilities and stockholders’ equity
|
|
$
|
1,010,361,138
|
|
|
$
|
1,089,405,849
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Loans receivable
|
|
$
|
35,003,936
|
|
|
$
|
38,815,683
|
|
|
$
|
44,194,909
|
|
Mortgage-backed securities and collateralized mortgage obligations
|
|
3,612,636
|
|
|
3,194,733
|
|
|
3,368,183
|
|
|||
Federal Home Loan Bank stock
|
|
134,795
|
|
|
122,893
|
|
|
114,580
|
|
|||
Other investment securities available for sale
|
|
72,336
|
|
|
175,150
|
|
|
261,600
|
|
|||
Interest-earning deposits in other financial institutions
|
|
331,045
|
|
|
328,010
|
|
|
161,766
|
|
|||
Amortization of FDIC loss share receivable
|
|
(3,507,017
|
)
|
|
—
|
|
|
—
|
|
|||
Total interest income
|
|
35,647,731
|
|
|
42,636,469
|
|
|
48,101,038
|
|
|||
Interest expense:
|
|
|
|
|
|
|
||||||
Deposits
|
|
3,255,032
|
|
|
4,242,848
|
|
|
6,594,261
|
|
|||
Borrowings
|
|
2,474,733
|
|
|
3,118,271
|
|
|
3,994,754
|
|
|||
Total interest expense
|
|
5,729,765
|
|
|
7,361,119
|
|
|
10,589,015
|
|
|||
Net interest income
|
|
29,917,966
|
|
|
35,275,350
|
|
|
37,512,023
|
|
|||
Provision for loan losses, not covered under FDIC loss sharing agreements
|
|
300,000
|
|
|
1,400,000
|
|
|
3,300,000
|
|
|||
Provision for covered loan losses
|
|
(1,012,560
|
)
|
|
89,444
|
|
|
1,201,596
|
|
|||
Net interest income after provision for loan losses
|
|
30,630,526
|
|
|
33,785,906
|
|
|
33,010,427
|
|
|||
Noninterest income:
|
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
|
5,815,479
|
|
|
5,316,448
|
|
|
5,066,409
|
|
|||
Bankcard fees
|
|
3,556,754
|
|
|
2,437,968
|
|
|
1,945,275
|
|
|||
Gain on securities available for sale
|
|
200,704
|
|
|
249,517
|
|
|
939,766
|
|
|||
Total impairment losses on securities
|
|
—
|
|
|
—
|
|
|
(2,573,625
|
)
|
|||
Portion of losses recognized in other comprehensive income
|
|
—
|
|
|
—
|
|
|
2,300,366
|
|
|||
Net impairment losses recognized in earnings
|
|
—
|
|
|
—
|
|
|
(273,259
|
)
|
|||
Loss on sale of other assets held for sale
|
|
—
|
|
|
—
|
|
|
(146,299
|
)
|
|||
Bank owned life insurance
|
|
1,252,246
|
|
|
993,961
|
|
|
1,057,397
|
|
|||
Gain on sale of loans and loan servicing release fees
|
|
1,103,586
|
|
|
1,334,330
|
|
|
961,605
|
|
|||
Brokerage commissions
|
|
590,255
|
|
|
588,493
|
|
|
557,821
|
|
|||
FDIC receivable for loss sharing agreements (impairment) accretion
|
|
(174,291
|
)
|
|
33,235
|
|
|
1,461,779
|
|
|||
Other
|
|
1,932,277
|
|
|
698,922
|
|
|
1,341,718
|
|
|||
Total noninterest income
|
|
14,277,010
|
|
|
11,652,874
|
|
|
12,912,212
|
|
|||
Noninterest expenses:
|
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
|
19,763,210
|
|
|
18,458,664
|
|
|
19,332,621
|
|
|||
Occupancy
|
|
7,476,771
|
|
|
7,302,944
|
|
|
7,799,670
|
|
|||
Legal and professional
|
|
1,681,667
|
|
|
1,922,817
|
|
|
1,627,769
|
|
|||
Marketing
|
|
1,445,963
|
|
|
1,294,251
|
|
|
1,875,591
|
|
|||
Federal insurance premiums and other regulatory fees
|
|
891,615
|
|
|
589,999
|
|
|
1,351,185
|
|
|||
Net cost of operations of real estate owned
|
|
434,433
|
|
|
1,016,960
|
|
|
2,144,882
|
|
|||
Furniture and equipment
|
|
727,627
|
|
|
828,652
|
|
|
919,525
|
|
|||
Postage, office supplies and printing
|
|
865,853
|
|
|
1,082,231
|
|
|
1,025,597
|
|
|||
Core deposit intangible amortization expense
|
|
380,210
|
|
|
476,423
|
|
|
547,153
|
|
|||
Other
|
|
2,542,841
|
|
|
3,340,922
|
|
|
3,680,904
|
|
|||
Total noninterest expenses
|
|
36,210,190
|
|
|
36,313,863
|
|
|
40,304,897
|
|
|||
Income before income taxes
|
|
8,697,346
|
|
|
9,124,917
|
|
|
5,617,742
|
|
|||
Income tax expense
|
|
2,742,213
|
|
|
2,868,500
|
|
|
639,050
|
|
|||
Net income
|
|
$
|
5,955,133
|
|
|
$
|
6,256,417
|
|
|
$
|
4,978,692
|
|
Basic net income per share
|
|
$
|
0.29
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
Diluted net income per share
|
|
$
|
0.28
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
Weighted average number of common shares outstanding
|
|
20,591,302
|
|
|
20,629,531
|
|
|
19,501,312
|
|
|||
Weighted average number of common and potential common shares outstanding
|
|
21,101,388
|
|
|
20,792,089
|
|
|
19,537,348
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Net income
|
|
$
|
5,955,133
|
|
|
$
|
6,256,417
|
|
|
$
|
4,978,692
|
|
Less reclassification adjustment for net gains realized in net income, net of taxes of $(77,471), $(96,313) and $(362,749), respectively
|
|
(123,233
|
)
|
|
(153,204
|
)
|
|
(577,017
|
)
|
|||
Net unrealized holding gains (losses) on investment and mortgage securities available for sale arising during the period, net of taxes of $759,860, $(1,188,031) and $1,624,516, respectively
|
|
1,208,691
|
|
|
(1,889,769
|
)
|
|
2,584,074
|
|
|||
Noncredit portion of other-than-temporary impairment losses recognized in earnings, net of taxes of $0, $0 and $105,478, respectively
|
|
—
|
|
|
—
|
|
|
167,781
|
|
|||
Comprehensive income
|
|
$
|
7,040,591
|
|
|
$
|
4,213,444
|
|
|
$
|
7,153,530
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
|
Number of shares
|
|
Amount
|
|
Additional paid-in capital
|
|
Treasury stock
|
|
Unearned compensation ESOP
|
|
Retained earnings
|
|
Accumulated other comprehensive income (loss)
|
|
Total stockholders’ equity
|
|||||||||||||||
Balance at September 30, 2011
|
19,859,219
|
|
|
$
|
198,592
|
|
|
$
|
73,083,363
|
|
|
$
|
(36,127,940
|
)
|
|
$
|
(3,729,390
|
)
|
|
$
|
107,962,533
|
|
|
$
|
(1,971,458
|
)
|
|
$
|
139,415,700
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,978,692
|
|
|
—
|
|
|
4,978,692
|
|
|||||||
Change in unrealized loss on securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,174,838
|
|
|
2,174,838
|
|
|||||||
Dividends paid, $0.08 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,372,227
|
)
|
|
—
|
|
|
(1,372,227
|
)
|
|||||||
Allocation of ESOP common stock
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
158,269
|
|
|
—
|
|
|
—
|
|
|
158,269
|
|
|||||||
Effect of restricted stock awards
|
—
|
|
|
—
|
|
|
306,366
|
|
|
353,267
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
659,633
|
|
|||||||
Stock option expense
|
—
|
|
|
—
|
|
|
93,876
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
93,876
|
|
|||||||
Repurchase of shares
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,588,013
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,588,013
|
)
|
|||||||
Balance at September 30, 2012
|
19,859,219
|
|
|
$
|
198,592
|
|
|
$
|
73,483,605
|
|
|
$
|
(39,362,686
|
)
|
|
$
|
(3,571,121
|
)
|
|
$
|
111,568,998
|
|
|
$
|
203,380
|
|
|
$
|
142,520,768
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
6,256,417
|
|
|
—
|
|
|
6,256,417
|
|
|||||||
Dividends paid, $0.35 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(7,684,129
|
)
|
|
—
|
|
|
(7,684,129
|
)
|
|||||||
Elimination of First Charter, MHC entity
|
—
|
|
|
—
|
|
|
229,564
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
229,564
|
|
|||||||
Change in unrealized loss on securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,042,973
|
)
|
|
(2,042,973
|
)
|
|||||||
Allocation of ESOP common stock
|
—
|
|
|
—
|
|
|
31,592
|
|
|
—
|
|
|
179,282
|
|
|
—
|
|
|
—
|
|
|
210,874
|
|
|||||||
Interest capitalization into ESOP loan
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(50,279
|
)
|
|
—
|
|
|
—
|
|
|
(50,279
|
)
|
|||||||
Effect of restricted stock awards
|
—
|
|
|
—
|
|
|
(700,380
|
)
|
|
753,422
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
53,042
|
|
|||||||
Stock option expense
|
—
|
|
|
—
|
|
|
69,581
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
69,581
|
|
|||||||
Issuance of common stock in offering
|
2,892,995
|
|
|
28,930
|
|
|
98,615,608
|
|
|
39,772,779
|
|
|
(3,038,831
|
)
|
|
—
|
|
|
—
|
|
|
135,378,486
|
|
|||||||
Repurchase of shares and conversion expenses
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,163,515
|
)
|
|
—
|
|
|
—
|
|
|
|
|
(1,163,515
|
)
|
||||||||
Balance at September 30, 2013
|
22,752,214
|
|
|
$
|
227,522
|
|
|
$
|
171,729,570
|
|
|
$
|
—
|
|
|
$
|
(6,480,949
|
)
|
|
$
|
110,141,286
|
|
|
$
|
(1,839,593
|
)
|
|
$
|
273,777,836
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,955,133
|
|
|
—
|
|
|
5,955,133
|
|
|||||||
Dividends paid, $0.20 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(4,171,876
|
)
|
|
—
|
|
|
(4,171,876
|
)
|
|||||||
Change in unrealized loss on securities
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,085,458
|
|
|
1,085,458
|
|
|||||||
Allocation of ESOP common stock
|
—
|
|
|
—
|
|
|
96,225
|
|
|
—
|
|
|
496,632
|
|
|
—
|
|
|
—
|
|
|
592,857
|
|
|||||||
Effect of restricted stock awards
|
—
|
|
|
—
|
|
|
662,747
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
662,747
|
|
|||||||
Stock option expense
|
—
|
|
|
—
|
|
|
291,512
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
291,512
|
|
|||||||
Issuance of common stock, restricted stock
|
360,751
|
|
|
3,608
|
|
|
(3,608
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||||
Repurchase of shares
|
(4,851,577
|
)
|
|
(48,516
|
)
|
|
(53,190,282
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(53,238,798
|
)
|
|||||||
Balance at September 30, 2014
|
18,261,388
|
|
|
$
|
182,614
|
|
|
$
|
119,586,164
|
|
|
$
|
—
|
|
|
$
|
(5,984,317
|
)
|
|
$
|
111,924,543
|
|
|
$
|
(754,135
|
)
|
|
$
|
224,954,869
|
|
CHARTER FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
5,955,133
|
|
|
$
|
6,256,417
|
|
|
$
|
4,978,692
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities:
|
|
|
|
|
|
|
|
|||||
Provision for loan losses, not covered under FDIC loss sharing agreements
|
|
300,000
|
|
|
1,400,000
|
|
|
3,300,000
|
|
|||
Provision for covered loan losses
|
|
(1,012,560
|
)
|
|
89,444
|
|
|
1,201,596
|
|
|||
Provision for FDIC receivable impairment
|
|
521,637
|
|
|
642,461
|
|
|
—
|
|
|||
Depreciation and amortization
|
|
1,395,958
|
|
|
1,571,998
|
|
|
1,782,588
|
|
|||
Deferred income tax benefit
|
|
2,560,568
|
|
|
(3,615,234
|
)
|
|
(2,738,714
|
)
|
|||
Accretion and amortization of premiums and discounts, net
|
|
2,010,148
|
|
|
2,853,471
|
|
|
2,974,208
|
|
|||
Accretion of fair value discounts related to covered loans
|
|
(6,593,660
|
)
|
|
(8,922,874
|
)
|
|
(8,987,715
|
)
|
|||
Accretion of fair value discounts related to FDIC receivable
|
|
(347,347
|
)
|
|
(675,696
|
)
|
|
(1,461,779
|
)
|
|||
Amortization of FDIC loss share receivable
|
|
3,507,017
|
|
|
—
|
|
|
|
||||
Gain on sale of loans and loan servicing release fees
|
|
(1,103,586
|
)
|
|
(1,334,330
|
)
|
|
(961,605
|
)
|
|||
Proceeds from sale of loans
|
|
43,420,429
|
|
|
50,753,062
|
|
|
40,057,748
|
|
|||
Originations and purchases of loans held for sale
|
|
(42,514,172
|
)
|
|
(48,584,616
|
)
|
|
(41,496,284
|
)
|
|||
Gain on sale of mortgage-backed securities, collateralized mortgage obligations and other investments
|
|
(200,704
|
)
|
|
(249,517
|
)
|
|
(939,766
|
)
|
|||
Other-than-temporary impairment-securities
|
|
—
|
|
|
—
|
|
|
273,259
|
|
|||
Write down of real estate owned
|
|
523,104
|
|
|
1,683,342
|
|
|
1,298,041
|
|
|||
(Gain) loss on sale of real estate owned
|
|
(298,170
|
)
|
|
(581,662
|
)
|
|
24,074
|
|
|||
Loss on sale and writedowns of other assets held for sale
|
|
—
|
|
|
—
|
|
|
588,299
|
|
|||
Restricted stock award expense
|
|
662,747
|
|
|
53,042
|
|
|
108,845
|
|
|||
Stock option expense
|
|
291,512
|
|
|
69,581
|
|
|
93,876
|
|
|||
Increase in cash surrender value of bank owned life insurance
|
|
(1,252,246
|
)
|
|
(993,961
|
)
|
|
(1,057,397
|
)
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
Decrease in accrued interest and dividends receivable
|
|
269,555
|
|
|
512,418
|
|
|
449,113
|
|
|||
Decrease (increase) in other assets
|
|
(647,711
|
)
|
|
(6,960,193
|
)
|
|
1,741,670
|
|
|||
Increase (decrease) in other liabilities
|
|
1,383,037
|
|
|
3,485,939
|
|
|
(2,242,543
|
)
|
|||
Net cash provided by (used in) operating activities
|
|
8,830,689
|
|
|
(2,546,908
|
)
|
|
(1,013,794
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
|
|
||||
Proceeds from sales of securities available for sale
|
|
9,906,708
|
|
|
21,057,155
|
|
|
41,638,363
|
|
|||
Principal collections on securities available for sale
|
|
24,782,146
|
|
|
45,166,950
|
|
|
57,210,142
|
|
|||
Purchase of securities available for sale
|
|
(23,863,931
|
)
|
|
(111,194,047
|
)
|
|
(135,293,105
|
)
|
|||
Proceeds from maturities or calls of securities available for sale
|
|
15,385,400
|
|
|
13,531,500
|
|
|
6,789,350
|
|
|||
Proceeds from redemption of FHLB stock
|
|
497,400
|
|
|
1,377,900
|
|
|
5,317,700
|
|
|||
Purchase of FHLB stock
|
|
—
|
|
|
—
|
|
|
(45,000
|
)
|
|||
Net (increase) decrease in loans receivable
|
|
(25,733,580
|
)
|
|
4,170,927
|
|
|
40,430,538
|
|
|||
Net decrease in FDIC receivable
|
|
15,710,013
|
|
|
7,960,683
|
|
|
70,878,537
|
|
|||
Principal Reductions of REO
|
|
180,089
|
|
|
—
|
|
|
—
|
|
|||
Proceeds from sale of real estate owned
|
|
14,509,181
|
|
|
21,802,548
|
|
|
20,364,484
|
|
|||
Proceeds from sale of premises and equipment
|
|
547,030
|
|
|
—
|
|
|
148,418
|
|
|||
Purchase of bank owned life insurance
|
|
(6,100,000
|
)
|
|
(5,000,000
|
)
|
|
—
|
|
|||
Purchases of premises and equipment
|
|
(383,563
|
)
|
|
(393,834
|
)
|
|
(2,755,197
|
)
|
|||
Net cash provided by (used in) investing activities
|
|
25,436,893
|
|
|
(1,520,218
|
)
|
|
104,684,230
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
|
|
||||
Purchase of treasury stock and conversion expense
|
|
—
|
|
|
(1,163,515
|
)
|
|
(3,588,013
|
)
|
|||
First Charter elimination
|
|
—
|
|
|
(277,307
|
)
|
|
—
|
|
|||
Repurchase of shares
|
|
(53,238,798
|
)
|
|
—
|
|
|
—
|
|
|||
Issuance of common stock in offering
|
|
—
|
|
|
135,378,486
|
|
|
—
|
|
|||
Dividends paid
|
|
(4,171,876
|
)
|
|
(7,684,129
|
)
|
|
(1,372,227
|
)
|
|||
Decrease in deposits
|
|
(34,104,468
|
)
|
|
(48,964,878
|
)
|
|
(110,832,260
|
)
|
CHARTER FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
|
||||||||||||
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Proceeds from Federal Home Loan Bank advances
|
|
—
|
|
|
—
|
|
|
1,000,000
|
|
|||
Principal payments on Federal Home Loan Bank advances
|
|
(5,000,000
|
)
|
|
(21,000,000
|
)
|
|
(30,000,000
|
)
|
|||
Net increase in advance payments by borrowers for taxes and insurance
|
|
258,032
|
|
|
402,730
|
|
|
188,638
|
|
|||
Net cash (used in) provided by financing activities
|
|
(96,257,110
|
)
|
|
56,691,387
|
|
|
(144,603,862
|
)
|
|||
Net (decrease) increase in cash and cash equivalents
|
|
(61,989,528
|
)
|
|
52,624,261
|
|
|
(40,933,426
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
161,452,481
|
|
|
108,828,220
|
|
|
149,761,646
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
99,462,953
|
|
|
$
|
161,452,481
|
|
|
$
|
108,828,220
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
5,747,739
|
|
|
$
|
7,160,946
|
|
|
$
|
10,973,958
|
|
Income taxes paid
|
|
$
|
(81,290
|
)
|
|
$
|
10,060,110
|
|
|
$
|
2,529,000
|
|
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
||||||
Real estate acquired through foreclosure of collateral on loans receivable
|
|
$
|
6,527,381
|
|
|
$
|
18,927,608
|
|
|
$
|
25,180,220
|
|
Premises and equipment acquired through foreclosure of collateral on loans receivable
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
474,000
|
|
Write down of real estate owned reimbursed by the FDIC
|
|
$
|
1,330,943
|
|
|
$
|
6,948,020
|
|
|
$
|
7,774,500
|
|
Gain on real estate sold payable to the FDIC
|
|
$
|
1,349,676
|
|
|
$
|
4,214,243
|
|
|
$
|
—
|
|
Provision for covered loan losses reimbursed by the FDIC
|
|
$
|
(1,549,967
|
)
|
|
$
|
743,443
|
|
|
$
|
8,202,159
|
|
Effect of restricted stock awards
|
|
$
|
662,747
|
|
|
$
|
53,042
|
|
|
$
|
659,633
|
|
Issuance of common stock under stock benefit plan
|
|
$
|
592,857
|
|
|
$
|
210,874
|
|
|
$
|
158,269
|
|
Interest capitalization into ESOP loan
|
|
$
|
—
|
|
|
$
|
(50,279
|
)
|
|
$
|
—
|
|
Unrealized gain (loss) on securities available for sale, net
|
|
$
|
1,085,458
|
|
|
$
|
(2,042,973
|
)
|
|
$
|
2,174,838
|
|
(a)
|
Basis of Presentation
|
(b)
|
Cash and Cash Equivalents
|
(c)
|
Investments, Mortgage-Backed Securities, Collateralized Mortgage-Backed Securities, Collateralized Mortgage Obligations, and Federal Home Loan Bank Stock
|
(d)
|
Loans and Interest Income
|
(e)
|
Allowance for Loan Losses
|
(f)
|
Real Estate Owned
|
(g)
|
Premises and Equipment
|
(h)
|
Receivable from FDIC for Loss Sharing Agreements
|
(i)
|
Mortgage Banking Activities
|
(j)
|
Income Taxes
|
(k)
|
Comprehensive Income
|
(l)
|
Goodwill and Other Intangible Assets
|
(m)
|
Acquisitions
|
(n)
|
Stock-Based Compensation
|
(o)
|
Income Per Share
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
5,955,133
|
|
|
$
|
6,256,417
|
|
|
$
|
4,978,692
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
20,591,302
|
|
|
20,629,531
|
|
|
19,501,312
|
|
|||
Equivalent shares issuable upon vesting of restricted stock awards and dilutive shares
|
|
510,086
|
|
|
162,558
|
|
|
36,036
|
|
|||
Diluted shares
|
|
21,101,388
|
|
|
20,792,089
|
|
|
19,537,348
|
|
|||
Net income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
0.29
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
Diluted
|
|
$
|
0.28
|
|
|
$
|
0.30
|
|
|
$
|
0.26
|
|
(1)
|
Share and share amounts held by the public prior to April 8, 2013 have been restated to reflect the completion of the second-step conversion on April 8, 2013 using a conversion ratio of
1.2471
.
|
(p)
|
Treasury Stock
|
(q)
|
Employee Stock Ownership Plan (ESOP)
|
(r)
|
Bank Owned Life Insurance
|
(s)
|
Recent Accounting Pronouncements
|
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
|
|
|
|
|
||||
Goodwill
|
|
$
|
4,325,282
|
|
|
$
|
4,325,282
|
|
|
|
|
|
|
||||
Core deposit intangible
|
|
$
|
3,369,449
|
|
|
$
|
3,369,449
|
|
Less accumulated amortization
|
|
2,945,773
|
|
|
2,565,563
|
|
||
Other intangible assets, net of amortization
|
|
$
|
423,676
|
|
|
$
|
803,886
|
|
|
|
September 30, 2014
|
||||||||||||||
|
|
Amortized Cost
|
|
Gross unrealized gains
|
|
Gross unrealized losses
|
|
Estimated fair value
|
||||||||
Other investment securities:
|
|
|
|
|
|
|
|
|
||||||||
Tax-free municipals
|
|
$
|
13,430,732
|
|
|
$
|
26,471
|
|
|
$
|
—
|
|
|
$
|
13,457,203
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
||||||||
FHLMC certificates
|
|
44,036,704
|
|
|
359,644
|
|
|
(370,420
|
)
|
|
44,025,928
|
|
||||
FNMA certificates
|
|
119,445,041
|
|
|
499,772
|
|
|
(1,666,436
|
)
|
|
118,278,377
|
|
||||
GNMA certificates
|
|
1,595,029
|
|
|
102,815
|
|
|
—
|
|
|
1,697,844
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
||||||||
FHLMC
|
|
49,425
|
|
|
4,071
|
|
|
—
|
|
|
53,496
|
|
||||
FNMA
|
|
78,152
|
|
|
2,004
|
|
|
—
|
|
|
80,156
|
|
||||
Private-label mortgage securities:
(1)
|
|
|
|
|
|
|
|
|
||||||||
Investment grade
|
|
1,485,804
|
|
|
8,941
|
|
|
(47,887
|
)
|
|
1,446,858
|
|
||||
Split rating
(2)
|
|
1,090,524
|
|
|
3,583
|
|
|
—
|
|
|
1,094,107
|
|
||||
Non-investment grade
|
|
8,674,491
|
|
|
45,243
|
|
|
(110,430
|
)
|
|
8,609,304
|
|
||||
Total
|
|
$
|
189,885,902
|
|
|
$
|
1,052,544
|
|
|
$
|
(2,195,173
|
)
|
|
$
|
188,743,273
|
|
(1)
|
Credit ratings are current as of
September 30, 2014
.
|
(2)
|
Bonds with split ratings represent securities with both investment and non-investment grades.
|
|
|
September 30, 2013
|
||||||||||||||
|
|
Amortized
Cost
|
|
Gross
unrealized
gains
|
|
Gross
unrealized
losses
|
|
Estimated
fair value
|
||||||||
Other investment securities:
|
|
|
|
|
|
|
|
|
||||||||
Tax-free municipals
|
|
$
|
14,897,685
|
|
|
$
|
16,733
|
|
|
$
|
(826
|
)
|
|
$
|
14,913,592
|
|
U.S. government sponsored entities
|
|
5,025,898
|
|
|
4,145
|
|
|
—
|
|
|
5,030,043
|
|
||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
||||||||
FHLMC certificates
|
|
53,419,411
|
|
|
330,921
|
|
|
(584,915
|
)
|
|
53,165,417
|
|
||||
FNMA certificates
|
|
118,466,995
|
|
|
526,825
|
|
|
(2,692,511
|
)
|
|
116,301,309
|
|
||||
GNMA certificates
|
|
1,727,789
|
|
|
117,828
|
|
|
—
|
|
|
1,845,617
|
|
||||
Collateralized mortgage-backed securities:
|
|
|
|
|
|
|
|
|
||||||||
FNMA
|
|
7,189,766
|
|
|
66,719
|
|
|
—
|
|
|
7,256,485
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
||||||||
FHLMC
|
|
372,444
|
|
|
35,410
|
|
|
—
|
|
|
407,854
|
|
||||
FNMA
|
|
2,207,643
|
|
|
66,727
|
|
|
—
|
|
|
2,274,370
|
|
||||
Private-label mortgage securities:
|
|
|
|
|
|
|
|
|
||||||||
Investment grade
|
|
2,010,627
|
|
|
29,388
|
|
|
(90,020
|
)
|
|
1,949,995
|
|
||||
Split rating
(1)
|
|
1,292,942
|
|
|
—
|
|
|
(54,434
|
)
|
|
1,238,508
|
|
||||
Non investment grade
|
|
11,294,468
|
|
|
—
|
|
|
(559,251
|
)
|
|
10,735,217
|
|
||||
Total
|
|
$
|
217,905,668
|
|
|
$
|
1,194,696
|
|
|
$
|
(3,981,957
|
)
|
|
$
|
215,118,407
|
|
(1)
|
Bonds with split ratings represent securities with both investment and non-investment grades.
|
|
|
Amortized
cost
|
|
Estimated
fair value
|
||||
Due within one year
|
|
$
|
—
|
|
|
$
|
—
|
|
Due from one year to five years
|
|
2,711,484
|
|
|
2,716,291
|
|
||
Due after five years
|
|
10,719,248
|
|
|
10,740,912
|
|
||
Mortgage-backed securities
|
|
176,455,170
|
|
|
175,286,070
|
|
||
Total
|
|
$
|
189,885,902
|
|
|
$
|
188,743,273
|
|
|
|
September 30, 2014
|
||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
||||||
FNMA certificates
|
|
$
|
6,164,452
|
|
|
$
|
(2,285
|
)
|
|
$
|
6,162,167
|
|
Collateralized mortgage obligations:
|
|
|
|
|
|
|
||||||
Private-label mortgage securities
|
|
1,900,526
|
|
|
(59,509
|
)
|
|
1,841,017
|
|
|||
Total
|
|
$
|
8,064,978
|
|
|
$
|
(61,794
|
)
|
|
$
|
8,003,184
|
|
|
|
September 30, 2013
|
||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||
Other investment securities:
|
|
|
|
|
|
|
||||||
Tax-free municipals
|
|
$
|
722,803
|
|
|
$
|
(51
|
)
|
|
$
|
722,752
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
||||||
FHLMC certificates
|
|
21,328,101
|
|
|
(584,915
|
)
|
|
20,743,186
|
|
|||
FNMA certificates
|
|
92,575,581
|
|
|
(2,692,511
|
)
|
|
89,883,070
|
|
|||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
||||||
Private-label mortgage securities
|
|
3,764,878
|
|
|
(147,843
|
)
|
|
3,617,035
|
|
|||
Total
|
|
$
|
118,391,363
|
|
|
$
|
(3,425,320
|
)
|
|
$
|
114,966,043
|
|
|
|
September 30, 2014
|
||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
||||||
FHLMC certificates
|
|
$
|
18,849,864
|
|
|
$
|
(370,420
|
)
|
|
$
|
18,479,444
|
|
FNMA certificates
|
|
77,274,838
|
|
|
(1,664,152
|
)
|
|
75,610,686
|
|
|||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
||||||
Private-label mortgage securities
|
|
4,188,449
|
|
|
(98,807
|
)
|
|
4,089,642
|
|
|||
Total
|
|
100,313,151
|
|
|
(2,133,379
|
)
|
|
98,179,772
|
|
|
|
September 30, 2013
|
||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||
Other investment securities:
|
|
|
|
|
|
|
||||||
Tax-free municipals
|
|
$
|
253,404
|
|
|
$
|
(775
|
)
|
|
$
|
252,629
|
|
Collateralized mortgage obligations:
|
|
|
|
|
|
|
||||||
Private-label mortgage securities
|
|
9,971,596
|
|
|
(555,862
|
)
|
|
9,415,734
|
|
|||
Total
|
|
$
|
10,225,000
|
|
|
$
|
(556,637
|
)
|
|
$
|
9,668,363
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Beginning balance of credit losses previously recognized in earnings
|
|
$
|
380,446
|
|
|
$
|
380,446
|
|
|
$
|
4,822,916
|
|
Amount related to credit losses for securities for which an other-than-temporary impairment was not previously recognized in earnings
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Amount related to credit losses for securities for which an other-than-temporary impairment was previously recognized in earnings
|
|
—
|
|
|
—
|
|
|
273,259
|
|
|||
Reduction due to credit impaired securities sold or fully settled
|
|
—
|
|
|
—
|
|
|
(4,715,729
|
)
|
|||
Ending balance of cumulative credit losses recognized in earnings
|
|
$
|
380,446
|
|
|
$
|
380,446
|
|
|
$
|
380,446
|
|
Cusip
|
|
Description
|
|
Credit Rating
(1)
|
|
Cumulative Net
Impairment Losses
Recognized in Earnings
|
|
Current Par Value
|
|
Amortized Cost
|
|
Market Value
|
|
Unrealized
Gain (Loss)
|
||||||||||||||
|
|
|
|
Moody
|
|
S&P
|
|
Fitch
|
|
(dollars in thousands)
|
||||||||||||||||||
Investment Grade
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
36228FQF6
|
|
GSR 2003-4F 1A2
|
|
n/a
|
|
AA+
|
|
BBB
|
|
$
|
—
|
|
|
$
|
197
|
|
|
$
|
197
|
|
|
$
|
201
|
|
|
$
|
4
|
|
55265KL80
|
|
MASTR 2003-8 4A1
|
|
n/a
|
|
A+
|
|
AAA
|
|
—
|
|
|
330
|
|
|
328
|
|
|
333
|
|
|
5
|
|
|||||
86359BVF5
|
|
SARM 2004-6 3A3
|
|
n/a
|
|
A+
|
|
n/a
|
|
—
|
|
|
961
|
|
|
961
|
|
|
913
|
|
|
(48
|
)
|
|||||
|
|
Total
|
|
|
|
|
|
|
|
—
|
|
|
1,488
|
|
|
1,486
|
|
|
1,447
|
|
|
(39
|
)
|
|||||
Split Rating
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
17307GDL9
|
|
CMLTI 2004-HYB1 A31
|
|
Ba3
|
|
n/a
|
|
BBB
|
|
—
|
|
|
1,091
|
|
|
1,091
|
|
|
1,094
|
|
|
3
|
|
|||||
|
|
Total
|
|
|
|
|
|
|
|
—
|
|
|
1,091
|
|
|
1,091
|
|
|
1,094
|
|
|
3
|
|
|||||
Non Investment Grade
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
576433UQ7
|
|
MARM 2004-13 B1
|
|
NR
|
|
CCC
|
|
n/a
|
|
380
|
|
|
3,608
|
|
|
3,227
|
|
|
3,177
|
|
|
(50
|
)
|
|||||
576433VN3
|
|
MARM 2004-15 4A1
|
|
B3
|
|
n/a
|
|
CCC
|
|
—
|
|
|
1,901
|
|
|
1,901
|
|
|
1,841
|
|
|
(60
|
)
|
|||||
576433QD1
|
|
MARM 2004-7 5A1
|
|
Ba3
|
|
BB
|
|
n/a
|
|
—
|
|
|
3,546
|
|
|
3,546
|
|
|
3,591
|
|
|
45
|
|
|||||
|
|
Total
|
|
|
|
|
|
|
|
380
|
|
|
9,055
|
|
|
8,674
|
|
|
8,609
|
|
|
(65
|
)
|
|||||
|
|
Grand Total
|
|
|
|
|
|
|
|
$
|
380
|
|
|
$
|
11,634
|
|
|
$
|
11,251
|
|
|
$
|
11,150
|
|
|
$
|
(101
|
)
|
(1)
|
Credit ratings are current as of
September 30, 2014
.
|
|
Unrealized Losses on Available-for-Sale Securities
|
||||||||||
|
Years Ended September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
|
|
|
|
|
|
||||||
Beginning balance
|
$
|
(1,839,593
|
)
|
|
$
|
203,380
|
|
|
$
|
(1,971,458
|
)
|
Other comprehensive (loss)/gain before reclassifications
|
1,208,691
|
|
|
(1,889,769
|
)
|
|
2,584,074
|
|
|||
Amounts reclassified from accumulated other comprehensive (loss)/gain to gain on securities available for sale
|
(123,233
|
)
|
|
(153,204
|
)
|
|
(577,017
|
)
|
|||
Amounts reclassified from accumulated other comprehensive (loss)/gain to net impairment losses recognized in earnings
|
—
|
|
|
—
|
|
|
167,781
|
|
|||
Net current-period other comprehensive income/(loss)
|
1,085,458
|
|
|
(2,042,973
|
)
|
|
2,174,838
|
|
|||
Ending balance
|
$
|
(754,135
|
)
|
|
$
|
(1,839,593
|
)
|
|
$
|
203,380
|
|
|
|
September 30, 2014
|
|
September 30, 2013
|
||||
Loans not covered by loss sharing agreements:
|
|
|
|
|
||||
1-4 family residential real estate
|
|
$
|
152,810,501
|
|
|
$
|
124,571,147
|
|
Commercial real estate
|
|
300,556,023
|
|
|
269,609,005
|
|
||
Commercial
|
|
24,759,682
|
|
|
23,773,942
|
|
||
Real estate construction
|
|
63,485,411
|
|
|
44,653,355
|
|
||
Consumer and other
|
|
4,959,103
|
|
|
17,544,816
|
|
||
Loans receivable, net of undisbursed proceeds of loans in process
|
|
546,570,720
|
|
|
480,152,265
|
|
||
Less:
|
|
|
|
|
|
|||
Unamortized loan origination fees, net
|
|
1,364,853
|
|
|
1,100,666
|
|
||
Allowance for loan losses
|
|
8,473,373
|
|
|
8,188,896
|
|
||
Total loans not covered, net
|
|
$
|
536,732,494
|
|
|
$
|
470,862,703
|
|
|
|
September 30, 2014
|
||||||||||
|
|
Impaired Loans at Acquisition
|
|
All Other Acquired Loans
|
|
Total Covered Loans
|
||||||
Loans covered by loss sharing agreements:
|
|
|
|
|
|
|
||||||
1-4 family residential real estate
|
|
$
|
4,841,705
|
|
|
$
|
6,800,846
|
|
|
$
|
11,642,551
|
|
Commercial real estate
|
|
33,053,228
|
|
|
34,354,816
|
|
|
67,408,044
|
|
|||
Commercial
|
|
1,871,879
|
|
|
1,800,989
|
|
|
3,672,868
|
|
|||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other
|
|
1,418
|
|
|
177,228
|
|
|
178,646
|
|
|||
Loans receivable, gross
|
|
39,768,230
|
|
|
43,133,879
|
|
|
82,902,109
|
|
|||
Less:
|
|
|
|
|
|
|
||||||
Nonaccretable difference
|
|
5,993,661
|
|
|
273,024
|
|
|
6,266,685
|
|
|||
Allowance for covered loan losses
|
|
—
|
|
|
997,524
|
|
|
997,524
|
|
|||
Accretable discount
|
|
3,073,198
|
|
|
2,770,499
|
|
|
5,843,697
|
|
|||
Discount on acquired performing loans
|
|
—
|
|
|
142,731
|
|
|
142,731
|
|
|||
Unamortized loan origination fees, net
|
|
—
|
|
|
17,253
|
|
|
17,253
|
|
|||
Total loans covered, net
|
|
$
|
30,701,371
|
|
|
$
|
38,932,848
|
|
|
$
|
69,634,219
|
|
|
|
September 30, 2013
|
||||||||||
|
|
Impaired Loans at Acquisition
|
|
All Other Acquired Loans
|
|
Total Covered Loans
|
||||||
Loans covered by loss sharing agreements:
|
|
|
|
|
|
|
||||||
1-4 family residential real estate
|
|
$
|
4,316,008
|
|
|
$
|
6,285,647
|
|
|
$
|
10,601,655
|
|
Commercial real estate
|
|
46,170,021
|
|
|
61,572,581
|
|
|
107,742,602
|
|
|||
Commercial
|
|
2,844,456
|
|
|
4,039,892
|
|
|
6,884,348
|
|
|||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other
|
|
500,382
|
|
|
2,894,282
|
|
|
3,394,664
|
|
|||
Loans receivable, gross
|
|
53,830,867
|
|
|
74,792,402
|
|
|
128,623,269
|
|
|||
Less:
|
|
|
|
|
|
|
||||||
Nonaccretable difference
|
|
7,757,070
|
|
|
3,076,192
|
|
|
10,833,262
|
|
|||
Allowance for covered loan losses
|
|
705,446
|
|
|
3,218,832
|
|
|
3,924,278
|
|
|||
Accretable discount
|
|
3,508,430
|
|
|
1,164,941
|
|
|
4,673,371
|
|
|||
Discount on acquired performing loans
|
|
—
|
|
|
177,858
|
|
|
177,858
|
|
|||
Unamortized loan origination fees, net
|
|
—
|
|
|
22,910
|
|
|
22,910
|
|
|||
Total loans covered, net
|
|
$
|
41,859,921
|
|
|
$
|
67,131,669
|
|
|
$
|
108,991,590
|
|
|
|
Impaired Loans at Acquisition
|
|
All Other Acquired Loans
|
|
Total Covered Loans
|
||||||
Balance, September 30, 2012
|
|
$
|
9,869,297
|
|
|
$
|
3,055,050
|
|
|
$
|
12,924,347
|
|
Loan accretion
|
|
(6,834,946
|
)
|
|
(1,957,057
|
)
|
|
(8,792,003
|
)
|
|||
Transfer from nonaccretable difference
|
|
474,079
|
|
|
66,948
|
|
|
541,027
|
|
|||
Balance, September 30, 2013
|
|
3,508,430
|
|
|
1,164,941
|
|
|
4,673,371
|
|
|||
Loan accretion
|
|
(3,979,390
|
)
|
|
(2,579,144
|
)
|
|
(6,558,534
|
)
|
|||
Transfer from nonaccretable difference
|
|
3,544,158
|
|
|
4,184,702
|
|
|
7,728,860
|
|
|||
Balance, September 30, 2014
|
|
$
|
3,073,198
|
|
|
$
|
2,770,499
|
|
|
$
|
5,843,697
|
|
|
|
September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of period
|
|
$
|
3,924,278
|
|
|
$
|
10,340,815
|
|
|
$
|
6,892,425
|
|
Loans charged off, gross
|
|
(524,785
|
)
|
|
(7,396,953
|
)
|
|
(6,700,215
|
)
|
|||
Recoveries on loans previously charged off
|
|
560,558
|
|
|
147,529
|
|
|
744,850
|
|
|||
(Benefit) provision for loan losses (reversed) charged to FDIC receivable
|
|
(1,549,967
|
)
|
|
743,443
|
|
|
8,202,159
|
|
|||
Transfer of allowance on acquired NCB non-single family loans
|
|
(400,000
|
)
|
|
—
|
|
|
—
|
|
|||
(Benefit) provision for loan losses (reversed) charged to operations
|
|
(1,012,560
|
)
|
|
89,444
|
|
|
1,201,596
|
|
|||
Balance, end of period
|
|
$
|
997,524
|
|
|
$
|
3,924,278
|
|
|
$
|
10,340,815
|
|
|
|
September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of period
|
|
$
|
29,941,862
|
|
|
$
|
35,135,533
|
|
|
$
|
96,777,791
|
|
Payments received from FDIC
|
|
(10,954,707
|
)
|
|
(480,550
|
)
|
|
(80,528,485
|
)
|
|||
Accretion of fair value adjustment
|
|
347,347
|
|
|
675,696
|
|
|
1,461,779
|
|
|||
Impairment
|
|
(521,637
|
)
|
|
(642,461
|
)
|
|
—
|
|
|||
Amortization
|
|
(3,507,017
|
)
|
|
—
|
|
|
—
|
|
|||
Recovery of previous loss reimbursements
|
|
(6,762,304
|
)
|
|
(12,847,769
|
)
|
|
(3,252,736
|
)
|
|||
Reduction in previous loss estimates
|
|
(1,549,967
|
)
|
|
(3,426,783
|
)
|
|
—
|
|
|||
Provision for estimated losses on covered assets recognized in noninterest expense
|
|
1,426,762
|
|
|
7,691,463
|
|
|
15,976,659
|
|
|||
External expenses qualifying under loss sharing agreements
|
|
2,111,470
|
|
|
3,836,733
|
|
|
4,700,525
|
|
|||
Balance, end of period
|
|
$
|
10,531,809
|
|
|
$
|
29,941,862
|
|
|
$
|
35,135,533
|
|
|
|
September 30,
|
||||||
|
|
2014
(1)
|
|
2013
|
||||
1-4 family residential real estate
|
|
$
|
982,087
|
|
|
$
|
1,507,760
|
|
Commercial real estate
|
|
2,369,520
|
|
|
1,120,938
|
|
||
Commercial
|
|
156,474
|
|
|
161,036
|
|
||
Real estate construction
|
|
—
|
|
|
—
|
|
||
Consumer and other
|
|
—
|
|
|
84,208
|
|
||
Total
|
|
$
|
3,508,081
|
|
|
$
|
2,873,942
|
|
(1)
|
Acquired Neighborhood Community Bank FAS ASC 310-30 loans that are no longer covered under the commercial loss sharing agreement with the FDIC in the amount of
$1,292,296
are excluded from this table. Due to the recognition of accretion income established at the time of acquisition, the FAS ASC 310-30 loans that are greater than 90 days delinquent or designated nonaccrual status are regarded as accruing loans for reporting purposes.
|
|
|
30-89 Days Past Due
|
|
Greater than 90 Days Past Due
|
|
Total Past Due
|
|
Current
|
|
Total Loans
|
|
Loans > 90 Days Accruing
(1)
|
||||||||||||
1-4 family residential real estate
|
|
$
|
1,927,860
|
|
|
$
|
545,179
|
|
|
$
|
2,473,039
|
|
|
$
|
150,337,462
|
|
|
$
|
152,810,501
|
|
|
$
|
516,659
|
|
Commercial real estate
|
|
254,423
|
|
|
1,943,161
|
|
|
2,197,584
|
|
|
298,358,439
|
|
|
300,556,023
|
|
|
1,218,188
|
|
||||||
Commercial
|
|
62,479
|
|
|
1,000
|
|
|
63,479
|
|
|
24,696,203
|
|
|
24,759,682
|
|
|
—
|
|
||||||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
63,485,411
|
|
|
63,485,411
|
|
|
—
|
|
||||||
Consumer and other
|
|
31,306
|
|
|
4,354
|
|
|
35,660
|
|
|
4,923,443
|
|
|
4,959,103
|
|
|
4,354
|
|
||||||
Total
|
|
$
|
2,276,068
|
|
|
$
|
2,493,694
|
|
|
$
|
4,769,762
|
|
|
$
|
541,800,958
|
|
|
$
|
546,570,720
|
|
|
$
|
1,739,201
|
|
(1)
|
Previously covered loans in the amount of
$1,003,007
are now reflected in the Greater than 90 Days Accruing column. These loans which are accounted for under ASC 310-30 are reported as accruing loans because of accretable discounts established at the time of acquisition.
|
|
|
30-89 Days Past Due
|
|
Greater than 90 Days Past Due
|
|
Total Past Due
|
|
Current
|
|
Total Loans
|
|
Loans > 90 Days Accruing
|
||||||||||||
1-4 family residential real estate
|
|
$
|
1,116,477
|
|
|
$
|
47,283
|
|
|
$
|
1,163,760
|
|
|
$
|
123,407,387
|
|
|
$
|
124,571,147
|
|
|
$
|
47,283
|
|
Commercial real estate
|
|
524,803
|
|
|
836,510
|
|
|
1,361,313
|
|
|
268,247,692
|
|
|
269,609,005
|
|
|
—
|
|
||||||
Commercial
|
|
113,019
|
|
|
—
|
|
|
113,019
|
|
|
23,660,923
|
|
|
23,773,942
|
|
|
—
|
|
||||||
Real estate construction
|
|
37,312
|
|
|
—
|
|
|
37,312
|
|
|
44,616,043
|
|
|
44,653,355
|
|
|
—
|
|
||||||
Consumer and other
|
|
144,990
|
|
|
—
|
|
|
144,990
|
|
|
17,399,826
|
|
|
17,544,816
|
|
|
—
|
|
||||||
Total
|
|
$
|
1,936,601
|
|
|
$
|
883,793
|
|
|
$
|
2,820,394
|
|
|
$
|
477,331,871
|
|
|
$
|
480,152,265
|
|
|
$
|
47,283
|
|
|
|
30-89 Days Past Due
|
|
Greater than 90 Days Past Due
|
|
Total Past Due
|
|
Current
|
|
Total
Loans
(1)
|
|
Loans > 90 Days
Accruing
(2)
|
||||||||||||
1-4 family residential real estate
|
|
$
|
414,699
|
|
|
$
|
814,238
|
|
|
$
|
1,228,937
|
|
|
$
|
9,448,399
|
|
|
$
|
10,677,336
|
|
|
$
|
814,238
|
|
Commercial real estate
|
|
1,399,520
|
|
|
3,949,083
|
|
|
5,348,603
|
|
|
55,950,984
|
|
|
61,299,587
|
|
|
3,949,083
|
|
||||||
Commercial
|
|
387,641
|
|
|
551,721
|
|
|
939,362
|
|
|
2,573,517
|
|
|
3,512,879
|
|
|
551,721
|
|
||||||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer and other
|
|
—
|
|
|
—
|
|
|
—
|
|
|
148,098
|
|
|
148,098
|
|
|
—
|
|
||||||
Total
|
|
$
|
2,201,860
|
|
|
$
|
5,315,042
|
|
|
$
|
7,516,902
|
|
|
$
|
68,120,998
|
|
|
$
|
75,637,900
|
|
|
$
|
5,315,042
|
|
(1)
|
Covered loan balances are net of nonaccretable differences and allowance for covered loan losses and have not been reduced by
$5,986,428
of accretable discounts.
|
(2)
|
Covered loans contractually past due greater than ninety days are reported as accruing loans because of accretable discounts established at the time of acquisition.
|
|
|
30-89 Days Past Due
|
|
Greater than 90 Days Past Due
|
|
Total Past Due
|
|
Current
|
|
Total
Loans
(1)
|
|
Loans > 90 Days and
Accruing
(2)
|
||||||||||||
1-4 family residential real estate
|
|
$
|
414,577
|
|
|
$
|
937,974
|
|
|
$
|
1,352,551
|
|
|
$
|
7,991,686
|
|
|
$
|
9,344,237
|
|
|
$
|
937,974
|
|
Commercial real estate
|
|
2,948,186
|
|
|
6,926,620
|
|
|
9,874,806
|
|
|
87,261,044
|
|
|
97,135,850
|
|
|
6,926,620
|
|
||||||
Commercial
|
|
534,363
|
|
|
611,305
|
|
|
1,145,668
|
|
|
3,950,836
|
|
|
5,096,504
|
|
|
611,305
|
|
||||||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Consumer and other
|
|
2,901
|
|
|
97,747
|
|
|
100,648
|
|
|
2,188,490
|
|
|
2,289,138
|
|
|
97,747
|
|
||||||
Total
|
|
$
|
3,900,027
|
|
|
$
|
8,573,646
|
|
|
$
|
12,473,673
|
|
|
$
|
101,392,056
|
|
|
$
|
113,865,729
|
|
|
$
|
8,573,646
|
|
(1)
|
Covered loan balances are net of nonaccretable differences and allowance for covered loan losses and have not been reduced by
$4,851,229
of accretable discounts.
|
(2)
|
Covered loans contractually past due greater than ninety days are reported as accruing loans because of accretable discounts established at the time of acquisition.
|
|
|
|
|
|
|
|
|
Year Ended
September 30, 2014
|
||||||||||||
|
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Investment in Impaired Loans
|
|
Interest Income Recognized
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
|
$
|
1,550,777
|
|
|
$
|
2,077,942
|
|
|
$
|
—
|
|
|
$
|
1,737,505
|
|
|
$
|
31,656
|
|
Commercial real estate
|
|
8,687,088
|
|
|
10,510,893
|
|
|
—
|
|
|
9,196,747
|
|
|
373,711
|
|
|||||
Commercial
|
|
156,474
|
|
|
205,625
|
|
|
—
|
|
|
188,458
|
|
|
—
|
|
|||||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total:
|
|
$
|
10,394,339
|
|
|
$
|
12,794,460
|
|
|
$
|
—
|
|
|
$
|
11,122,710
|
|
|
$
|
405,367
|
|
|
|
|
|
|
|
|
|
Year Ended
September 30, 2013
|
||||||||||||
|
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Investment in Impaired Loans
|
|
Interest Income Recognized
|
||||||||||
With no related allowance recorded:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
|
$
|
1,614,765
|
|
|
$
|
1,931,968
|
|
|
$
|
—
|
|
|
$
|
1,699,236
|
|
|
$
|
5,901
|
|
Commercial real estate
|
|
11,863,525
|
|
|
14,090,218
|
|
|
—
|
|
|
13,561,174
|
|
|
583,465
|
|
|||||
Commercial
|
|
1,661,036
|
|
|
1,681,641
|
|
|
—
|
|
|
2,299,878
|
|
|
74,935
|
|
|||||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total:
|
|
$
|
15,139,326
|
|
|
$
|
17,703,827
|
|
|
$
|
—
|
|
|
$
|
17,560,288
|
|
|
$
|
664,301
|
|
|
|
1-4 family residential real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Total
|
||||||||||||
Pass (1-4)
|
|
$
|
151,661,479
|
|
|
$
|
273,587,373
|
|
|
$
|
23,205,880
|
|
|
$
|
63,485,411
|
|
|
$
|
4,954,661
|
|
|
$
|
516,894,804
|
|
Special Mention (5)
|
|
—
|
|
|
3,325,324
|
|
|
91,000
|
|
|
—
|
|
|
—
|
|
|
3,416,324
|
|
||||||
Substandard (6)
|
|
1,149,022
|
|
|
23,643,326
|
|
|
1,462,802
|
|
|
—
|
|
|
4,442
|
|
|
26,259,592
|
|
||||||
Doubtful (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loss (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total not covered loans
|
|
$
|
152,810,501
|
|
|
$
|
300,556,023
|
|
|
$
|
24,759,682
|
|
|
$
|
63,485,411
|
|
|
$
|
4,959,103
|
|
|
$
|
546,570,720
|
|
|
|
1-4 family residential real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Total
|
||||||||||||
Pass (1-4)
|
|
$
|
117,274,336
|
|
|
$
|
245,346,763
|
|
|
$
|
20,708,908
|
|
|
$
|
44,628,569
|
|
|
$
|
16,756,882
|
|
|
$
|
444,715,458
|
|
Special Mention (5)
|
|
2,438,309
|
|
|
2,094,817
|
|
|
996,970
|
|
|
—
|
|
|
471,186
|
|
|
6,001,282
|
|
||||||
Substandard (6)
|
|
4,858,502
|
|
|
22,167,425
|
|
|
2,068,064
|
|
|
24,786
|
|
|
315,848
|
|
|
29,434,625
|
|
||||||
Doubtful (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
900
|
|
|
900
|
|
||||||
Loss (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total not covered loans
|
|
$
|
124,571,147
|
|
|
$
|
269,609,005
|
|
|
$
|
23,773,942
|
|
|
$
|
44,653,355
|
|
|
$
|
17,544,816
|
|
|
$
|
480,152,265
|
|
|
|
1-4 family residential real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Total
|
||||||||||||
Numerical risk rating (1-4)
|
|
$
|
7,392,585
|
|
|
$
|
34,017,713
|
|
|
$
|
1,982,382
|
|
|
$
|
—
|
|
|
$
|
74,392
|
|
|
$
|
43,467,072
|
|
Numerical risk rating (5)
|
|
693,038
|
|
|
8,411,973
|
|
|
448,957
|
|
|
—
|
|
|
—
|
|
|
9,553,968
|
|
||||||
Numerical risk rating (6)
|
|
2,591,713
|
|
|
18,869,901
|
|
|
1,081,540
|
|
|
—
|
|
|
73,706
|
|
|
22,616,860
|
|
||||||
Numerical risk rating (7)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Numerical risk rating (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total covered loans
(1)
|
|
$
|
10,677,336
|
|
|
$
|
61,299,587
|
|
|
$
|
3,512,879
|
|
|
$
|
—
|
|
|
$
|
148,098
|
|
|
$
|
75,637,900
|
|
(1)
|
Covered loan balances are net of nonaccretable differences and allowances for covered loan losses and have not been reduced by
$5,986,428
of accretable discounts.
|
|
|
1-4 family residential real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Total
|
||||||||||||
Numerical risk rating (1-4)
|
|
$
|
5,318,294
|
|
|
$
|
45,762,355
|
|
|
$
|
2,988,721
|
|
|
$
|
—
|
|
|
$
|
1,658,075
|
|
|
$
|
55,727,445
|
|
Numerical risk rating (5)
|
|
1,094,186
|
|
|
20,231,874
|
|
|
454,554
|
|
|
—
|
|
|
440,058
|
|
|
22,220,672
|
|
||||||
Numerical risk rating (6)
|
|
2,925,433
|
|
|
29,491,113
|
|
|
1,058,143
|
|
|
—
|
|
|
190,171
|
|
|
33,664,860
|
|
||||||
Numerical risk rating (7)
|
|
6,324
|
|
|
1,650,508
|
|
|
595,086
|
|
|
—
|
|
|
834
|
|
|
2,252,752
|
|
||||||
Numerical risk rating (8)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total covered loans
(1)
|
|
$
|
9,344,237
|
|
|
$
|
97,135,850
|
|
|
$
|
5,096,504
|
|
|
$
|
—
|
|
|
$
|
2,289,138
|
|
|
$
|
113,865,729
|
|
(1)
|
Covered loan balances are net of nonaccretable differences and allowances for covered loan losses and have not been reduced by
$4,851,229
of accretable discounts.
|
|
Year ended September 30, 2014
|
||||||||||||||||||||||||||
|
1-4 family real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Unallocated
|
|
Total
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at beginning of period
|
$
|
862,043
|
|
|
$
|
5,446,357
|
|
|
$
|
455,833
|
|
|
$
|
387,302
|
|
|
$
|
124,717
|
|
|
$
|
912,644
|
|
|
$
|
8,188,896
|
|
Charge-offs
|
(323,802
|
)
|
|
(365,034
|
)
|
|
(38,636
|
)
|
|
—
|
|
|
(13,478
|
)
|
|
—
|
|
|
(740,950
|
)
|
|||||||
Recoveries
|
155,400
|
|
|
101,048
|
|
|
66,866
|
|
|
—
|
|
|
2,113
|
|
|
—
|
|
|
325,427
|
|
|||||||
Provision
|
116,893
|
|
|
392,657
|
|
|
(86,650
|
)
|
|
105,601
|
|
|
(99,505
|
)
|
|
(128,996
|
)
|
|
300,000
|
|
|||||||
Transfer of allowance on previously covered NCB non-single family loans
|
1,596
|
|
|
394,791
|
|
|
3,470
|
|
|
—
|
|
|
143
|
|
|
—
|
|
|
400,000
|
|
|||||||
Balance at end of period
|
$
|
812,130
|
|
|
$
|
5,969,819
|
|
|
$
|
400,883
|
|
|
$
|
492,903
|
|
|
$
|
13,990
|
|
|
$
|
783,648
|
|
|
$
|
8,473,373
|
|
Ending balance: individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ending balance
|
$
|
152,810,501
|
|
|
$
|
300,556,023
|
|
|
$
|
24,759,682
|
|
|
$
|
63,485,411
|
|
|
$
|
4,959,103
|
|
|
|
|
$
|
546,570,720
|
|
||
Ending balance: individually evaluated for impairment
|
$
|
1,550,777
|
|
|
$
|
8,687,088
|
|
|
$
|
156,474
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
10,394,339
|
|
|
Year ended September 30, 2013
|
||||||||||||||||||||||||||
|
1-4 family real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Unallocated
|
|
Total
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at beginning of period
|
$
|
879,854
|
|
|
$
|
5,480,132
|
|
|
$
|
711,594
|
|
|
$
|
287,129
|
|
|
$
|
79,627
|
|
|
$
|
751,559
|
|
|
$
|
8,189,895
|
|
Charge-offs
|
(224,676
|
)
|
|
(1,121,815
|
)
|
|
(164,923
|
)
|
|
—
|
|
|
(89,957
|
)
|
|
—
|
|
|
(1,601,371
|
)
|
|||||||
Recoveries
|
58,784
|
|
|
92,769
|
|
|
39,600
|
|
|
6,875
|
|
|
2,344
|
|
|
—
|
|
|
200,372
|
|
|||||||
Provision
|
148,081
|
|
|
995,271
|
|
|
(130,438
|
)
|
|
93,298
|
|
|
132,703
|
|
|
161,085
|
|
|
1,400,000
|
|
|||||||
Balance at end of period
|
$
|
862,043
|
|
|
$
|
5,446,357
|
|
|
$
|
455,833
|
|
|
$
|
387,302
|
|
|
$
|
124,717
|
|
|
$
|
912,644
|
|
|
$
|
8,188,896
|
|
Ending balance: individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ending balance
|
$
|
124,571,147
|
|
|
$
|
269,609,005
|
|
|
$
|
23,773,942
|
|
|
$
|
44,653,355
|
|
|
$
|
17,544,816
|
|
|
|
|
$
|
480,152,265
|
|
||
Ending balance: individually evaluated for impairment
|
$
|
1,614,765
|
|
|
$
|
11,863,525
|
|
|
$
|
1,661,036
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
15,139,326
|
|
|
Year Ended September 30, 2012
|
||||||||||||||||||||||||||
|
1-4 family real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Unallocated
|
|
Total
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at beginning of period
|
$
|
633,364
|
|
|
$
|
5,972,310
|
|
|
$
|
821,830
|
|
|
$
|
1,065,512
|
|
|
$
|
48,276
|
|
|
$
|
828,545
|
|
|
$
|
9,369,837
|
|
Charge-offs
|
(1,180,899
|
)
|
|
(2,824,917
|
)
|
|
(408,314
|
)
|
|
(28,919
|
)
|
|
(87,735
|
)
|
|
—
|
|
|
(4,530,784
|
)
|
|||||||
Recoveries
|
3,881
|
|
|
359
|
|
|
41,473
|
|
|
—
|
|
|
5,129
|
|
|
—
|
|
|
50,842
|
|
|||||||
Provision
|
1,423,508
|
|
|
2,332,380
|
|
|
256,605
|
|
|
(749,464
|
)
|
|
113,957
|
|
|
(76,986
|
)
|
|
3,300,000
|
|
|||||||
Balance at end of period
|
$
|
879,854
|
|
|
$
|
5,480,132
|
|
|
$
|
711,594
|
|
|
$
|
287,129
|
|
|
$
|
79,627
|
|
|
$
|
751,559
|
|
|
$
|
8,189,895
|
|
Ending balance: individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
|
$
|
—
|
|
||
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Ending balance
|
$
|
105,514,544
|
|
|
$
|
251,379,010
|
|
|
$
|
16,596,833
|
|
|
$
|
45,369,190
|
|
|
$
|
18,107,198
|
|
|
|
|
$
|
436,966,775
|
|
||
Ending balance: individually evaluated for impairment
|
$
|
2,500,824
|
|
|
$
|
12,469,240
|
|
|
$
|
2,847,862
|
|
|
$
|
5,925
|
|
|
$
|
—
|
|
|
|
|
$
|
17,823,851
|
|
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Beginning balance
|
|
$
|
683,995
|
|
|
$
|
802,957
|
|
Additions to new officer loans
|
|
—
|
|
|
—
|
|
||
Repayments
|
|
(269,800
|
)
|
|
(118,962
|
)
|
||
Ending balance
|
|
$
|
414,195
|
|
|
$
|
683,995
|
|
|
Accruing Loans
|
|
Nonaccrual Loans
|
||||||||||||||||
|
Year Ended September 30, 2014
|
|
Year Ended September 30, 2014
|
||||||||||||||||
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
||||||||
Payment structure modification:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
6
|
|
$
|
1,503,789
|
|
|
$
|
1,503,789
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
Total
|
6
|
|
$
|
1,503,789
|
|
|
$
|
1,503,789
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
Accruing Loans
|
|
Nonaccrual Loans
|
||||||||||||||||
|
Year Ended September 30, 2013
|
|
Year Ended September 30, 2013
|
||||||||||||||||
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
||||||||
Payment structure modification:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Commercial real estate
|
1
|
|
$
|
315,308
|
|
|
$
|
251,970
|
|
|
1
|
|
$
|
80,462
|
|
|
$
|
41,080
|
|
Total
|
1
|
|
$
|
315,308
|
|
|
$
|
251,970
|
|
|
1
|
|
$
|
80,462
|
|
|
$
|
41,080
|
|
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Loans receivable
|
|
$
|
1,921,304
|
|
|
$
|
2,086,658
|
|
Mortgage-backed securities, collateralized mortgage-backed securities and collateralized mortgage obligations
|
|
383,382
|
|
|
453,319
|
|
||
Other investment securities
|
|
154,661
|
|
|
188,925
|
|
||
Total
|
|
$
|
2,459,347
|
|
|
$
|
2,728,902
|
|
|
September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of period
|
$
|
1,615,036
|
|
|
$
|
2,106,757
|
|
|
$
|
4,093,214
|
|
Real estate acquired through foreclosure of loans receivable
|
2,121,865
|
|
|
1,540,046
|
|
|
2,577,269
|
|
|||
Proceeds from real estate sold
|
(2,161,103
|
)
|
|
(1,542,186
|
)
|
|
(3,453,111
|
)
|
|||
Write down of real estate owned
|
(268,696
|
)
|
|
(611,054
|
)
|
|
(612,541
|
)
|
|||
Gain (loss) on sale of real estate owned
|
80,762
|
|
|
121,473
|
|
|
(24,074
|
)
|
|||
Transfer of previously covered NCB non-single family OREO
|
420,000
|
|
|
—
|
|
|
—
|
|
|||
Principal reductions
|
(50,000
|
)
|
|
—
|
|
|
—
|
|
|||
Real estate transferred to premises and equipment
|
—
|
|
|
—
|
|
|
(474,000
|
)
|
|||
Balance, end of year
|
$
|
1,757,864
|
|
|
$
|
1,615,036
|
|
|
$
|
2,106,757
|
|
|
September 30,
|
||||||||||
|
2014
|
|
2013
|
|
2012
|
||||||
Balance, beginning of period
|
$
|
14,068,846
|
|
|
$
|
21,903,204
|
|
|
$
|
24,671,626
|
|
Real estate acquired through foreclosure of loans receivable
|
4,405,516
|
|
|
15,771,880
|
|
|
22,602,951
|
|
|||
Proceeds from real estate sold
|
(12,348,078
|
)
|
|
(20,260,362
|
)
|
|
(16,911,373
|
)
|
|||
Gain on real estate sold recognized in noninterest expense
|
217,408
|
|
|
460,189
|
|
|
—
|
|
|||
Gain on real estate sold payable to the FDIC
|
1,349,676
|
|
|
4,214,243
|
|
|
—
|
|
|||
Provision for losses on real estate owned recognized in noninterest expense
|
(254,408
|
)
|
|
(1,072,288
|
)
|
|
(685,500
|
)
|
|||
Increase of FDIC receivable for loss sharing agreements
|
(1,330,943
|
)
|
|
(6,948,020
|
)
|
|
(7,774,500
|
)
|
|||
Principal reductions
|
(130,090
|
)
|
|
—
|
|
|
—
|
|
|||
Transfer of previously covered NCB non-single family OREO
|
(420,000
|
)
|
|
—
|
|
|
—
|
|
|||
Balance, end of period
|
$
|
5,557,927
|
|
|
$
|
14,068,846
|
|
|
$
|
21,903,204
|
|
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Land
|
|
$
|
5,695,620
|
|
|
$
|
5,764,540
|
|
Buildings and improvements
|
|
17,827,322
|
|
|
18,233,675
|
|
||
Furniture, fixtures, and equipment
|
|
6,552,436
|
|
|
6,344,116
|
|
||
Construction in progress
|
|
18,398
|
|
|
—
|
|
||
|
|
30,093,776
|
|
|
30,342,331
|
|
||
Less accumulated depreciation
|
|
9,522,235
|
|
|
8,591,575
|
|
||
|
|
$
|
20,571,541
|
|
|
$
|
21,750,756
|
|
|
September 30, 2014
|
|
September 30, 2013
|
||||||||||||||||
|
Amount
|
|
Range of interest rates
|
|
Weighted average interest rates
|
|
Amount
|
|
Range of interest rates
|
|
Weighted average interest rates
|
||||||||
Demand, NOW, and money market accounts
|
$
|
437,761,938
|
|
|
0.00
|
-
|
1.49%
|
|
0.13%
|
|
$
|
427,102,317
|
|
|
0.00
|
-
|
1.49%
|
|
0.15%
|
Savings deposits
|
48,485,932
|
|
|
0.02
|
-
|
0.02%
|
|
0.02%
|
|
48,323,722
|
|
|
0.04
|
-
|
0.04%
|
|
0.04%
|
||
Time deposits by original term:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time deposits $100,000 and over
|
110,420,672
|
|
|
0.05
|
-
|
3.63%
|
|
1.30%
|
|
138,519,823
|
|
|
0.00
|
-
|
4.35%
|
|
1.33%
|
||
Other time deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
12 months or less
|
82,595,338
|
|
|
0.03
|
-
|
3.70%
|
|
0.80%
|
|
89,763,175
|
|
|
0.03
|
-
|
4.35%
|
|
0.45%
|
||
13-36 months
|
26,873,267
|
|
|
0.15
|
-
|
2.58%
|
|
0.98%
|
|
36,838,249
|
|
|
0.20
|
-
|
3.70%
|
|
1.78%
|
||
37 months or more
|
11,055,053
|
|
|
0.40
|
-
|
1.46%
|
|
1.09%
|
|
10,749,382
|
|
|
0.15
|
-
|
1.63%
|
|
1.15%
|
||
Total deposits
|
717,192,200
|
|
|
|
|
|
|
0.43%
|
|
751,296,668
|
|
|
|
|
|
|
0.47%
|
||
Accrued interest payable
|
20,886
|
|
|
|
|
|
|
|
|
31,287
|
|
|
|
|
|
|
|
||
Total
|
$
|
717,213,086
|
|
|
|
|
|
|
|
|
$
|
751,327,955
|
|
|
|
|
|
|
|
2015
|
$
|
159,127,117
|
|
2016
|
34,754,752
|
|
|
2017
|
14,539,132
|
|
|
2018
|
10,089,456
|
|
|
2019 and thereafter
|
12,433,873
|
|
|
Total
|
$
|
230,944,330
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Demand, NOW, and money market accounts
|
|
$
|
584,810
|
|
|
$
|
693,756
|
|
|
$
|
1,035,681
|
|
Savings deposits
|
|
10,446
|
|
|
23,300
|
|
|
104,043
|
|
|||
Time deposits
|
|
2,659,776
|
|
|
3,525,792
|
|
|
5,454,537
|
|
|||
Total interest expense on deposits
|
|
$
|
3,255,032
|
|
|
$
|
4,242,848
|
|
|
$
|
6,594,261
|
|
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Federal Home Loan Bank advances
|
|
$
|
55,000,000
|
|
|
$
|
60,000,000
|
|
Total borrowings
|
|
$
|
55,000,000
|
|
|
$
|
60,000,000
|
|
|
|
September 30, 2014
|
|
|
September 30, 2013
|
|
||||||||||||||||||||||
|
|
Amount
|
|
Range of interest rates
|
|
Weighted average interest rates
|
|
Amount
|
|
Range of interest rates
|
|
Weighted average interest rates
|
||||||||||||||||
Less than one year
|
|
$
|
5,000,000
|
|
|
|
3.99
|
%
|
|
|
|
3.99
|
%
|
|
|
$
|
5,000,000
|
|
|
|
3.80
|
%
|
|
|
|
3.80
|
%
|
|
One to two years
|
|
25,000,000
|
|
|
|
4.33
|
|
|
|
|
4.33
|
|
|
|
5,000,000
|
|
|
|
3.99
|
|
|
|
|
3.99
|
|
|
||
Two to three years
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
25,000,000
|
|
|
|
4.33
|
|
|
|
|
4.33
|
|
|
||
Three to four years
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||
Four to five years
|
|
25,000,000
|
|
|
|
4.30
|
|
|
|
|
4.30
|
|
|
|
25,000,000
|
|
|
|
4.30
|
|
|
|
|
4.30
|
|
|
||
Thereafter
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||
Total
|
|
$
|
55,000,000
|
|
|
|
|
|
|
|
4.29
|
%
|
|
|
$
|
60,000,000
|
|
|
|
|
|
|
|
4.24
|
%
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Federal Home Loan Bank
|
|
|
|
|
|
|
||||||
Bank advances
|
|
$
|
2,474,733
|
|
|
$
|
3,118,271
|
|
|
$
|
3,994,754
|
|
Total
|
|
$
|
2,474,733
|
|
|
$
|
3,118,271
|
|
|
$
|
3,994,754
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Federal
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
103,108
|
|
|
$
|
6,045,389
|
|
|
$
|
3,057,729
|
|
Deferred
|
|
2,372,006
|
|
|
(3,270,355
|
)
|
|
(2,247,339
|
)
|
|||
Total federal tax expense
|
|
2,475,114
|
|
|
2,775,034
|
|
|
810,390
|
|
|||
State
|
|
|
|
|
|
|
||||||
Current
|
|
78,537
|
|
|
438,345
|
|
|
320,035
|
|
|||
Deferred
|
|
188,562
|
|
|
(344,879
|
)
|
|
(491,375
|
)
|
|||
Total state tax expense (benefit)
|
|
267,099
|
|
|
93,466
|
|
|
(171,340
|
)
|
|||
|
|
$
|
2,742,213
|
|
|
$
|
2,868,500
|
|
|
$
|
639,050
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Computed “expected” tax expense
|
|
$
|
3,044,071
|
|
|
$
|
3,193,721
|
|
|
$
|
1,966,210
|
|
Increase (decrease) in tax expense resulting from:
|
|
|
|
|
|
|
||||||
State income taxes, net of federal tax effect
|
|
173,614
|
|
|
60,753
|
|
|
(111,371
|
)
|
|||
Tax-exempt income
|
|
(493,552
|
)
|
|
(367,327
|
)
|
|
(437,006
|
)
|
|||
Market value appreciation (depreciation) of ESOP shares
|
|
49,005
|
|
|
33,952
|
|
|
(2,816
|
)
|
|||
Management retirement plan
|
|
(7,053
|
)
|
|
(12,884
|
)
|
|
51,224
|
|
|||
Release of uncertain tax position reserve
|
|
—
|
|
|
—
|
|
|
(1,010,000
|
)
|
|||
Other, net
|
|
(23,872
|
)
|
|
(39,715
|
)
|
|
182,809
|
|
|||
Income tax expense
|
|
$
|
2,742,213
|
|
|
$
|
2,868,500
|
|
|
$
|
639,050
|
|
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for loan losses
|
|
$
|
3,296,142
|
|
|
$
|
3,184,149
|
|
Deferred compensation
|
|
1,688,178
|
|
|
1,463,689
|
|
||
Stock compensation expense
|
|
892,415
|
|
|
818,224
|
|
||
Real estate acquired through foreclosure
|
|
121,146
|
|
|
43,135
|
|
||
State credits
|
|
269,441
|
|
|
31,188
|
|
||
Investment securities market adjustment for tax reporting
|
|
45,608
|
|
|
72,495
|
|
||
FDIC transactions
|
|
2,022,495
|
|
|
5,367,806
|
|
||
Other-than-temporary impairment
|
|
1,195,528
|
|
|
1,195,029
|
|
||
Net unrealized holding losses on securities available for sale
|
|
388,494
|
|
|
947,669
|
|
||
Other
|
|
1,526,235
|
|
|
1,410,693
|
|
||
Total gross deferred tax assets
|
|
11,445,682
|
|
|
14,534,077
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Deferred loans cost, net
|
|
714,079
|
|
|
576,084
|
|
||
Depreciation
|
|
2,339,530
|
|
|
2,448,577
|
|
||
Net unrealized holding gains on securities available for sale
|
|
—
|
|
|
—
|
|
||
Other
|
|
161,071
|
|
|
158,671
|
|
||
Total gross deferred tax liabilities
|
|
3,214,680
|
|
|
3,183,332
|
|
||
|
|
|
|
|
||||
Net deferred tax assets
|
|
$
|
8,231,002
|
|
|
$
|
11,350,745
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Balance at beginning of the year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
1,010,000
|
|
Additions based on tax positions related to the current year
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Increase (decrease) based on tax positions related to prior years
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Reductions as a result of statutes of limitations expiring
|
|
—
|
|
|
—
|
|
|
(1,010,000
|
)
|
|||
Balance at end of the year
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
971,680 Options
|
||
|
|
|
||
Risk-free interest rate
|
|
1.71
|
%
|
|
Dividend yield
|
|
1.85
|
%
|
|
Expected life at date of grant (months)
|
|
66 months
|
|
|
Volatility
|
|
20.75
|
%
|
|
Weighted average grant-date fair value
|
|
$
|
1.86
|
|
|
|
Shares
|
|
Weighted average exercise price/share
|
|
Weighted average remaining life (years)
|
||||
Options outstanding – September 30, 2011
|
|
704,955
|
|
|
$
|
8.63
|
|
|
8
|
|
Options exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Options forfeited
|
|
(28,996
|
)
|
|
12.12
|
|
|
7
|
|
|
Options granted in 2012
|
|
21,201
|
|
|
7.44
|
|
|
9
|
|
|
Options outstanding – September 30, 2012
|
|
697,160
|
|
|
8.45
|
|
|
8
|
|
|
Options exercisable at end of year – September 30, 2012
|
|
—
|
|
|
$
|
—
|
|
|
—
|
|
|
|
|
|
|
|
|
||||
Options outstanding – September 30, 2012
|
|
697,160
|
|
|
$
|
8.45
|
|
|
8
|
|
Options exercised
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Options forfeited
|
|
(37,101
|
)
|
|
8.55
|
|
|
6
|
|
|
Options granted in 2013
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Options outstanding – September 30, 2013
|
|
660,059
|
|
|
8.44
|
|
|
6
|
|
|
Options exercisable at end of year – September 30, 2013
|
|
1,995
|
|
|
$
|
8.18
|
|
|
—
|
|
|
|
|
|
|
|
|
||||
Options outstanding – September 30, 2013
|
|
660,059
|
|
|
$
|
8.44
|
|
|
6
|
|
Options exercised
|
|
(659
|
)
|
|
8.82
|
|
|
5
|
|
|
Options forfeited
|
|
(3,341
|
)
|
|
8.82
|
|
|
5
|
|
|
Options granted in 2014
|
|
971,680
|
|
|
10.89
|
|
|
9
|
|
|
Options outstanding – September 30, 2014
|
|
1,627,739
|
|
|
9.90
|
|
|
8
|
|
|
Options exercisable at end of year – September 30, 2014
|
|
395,540
|
|
|
$
|
8.82
|
|
|
4
|
|
|
Number of options outstanding at September 30, 2014
|
|
|
|
Remaining contractual life in years
|
|
|
|
Exercise price per share
|
|
|||||
|
|
393,545
|
|
|
|
|
|
4
|
|
|
|
$
|
8.82
|
|
|
|
|
174,594
|
|
|
|
|
|
6
|
|
|
|
$
|
8.18
|
|
|
|
|
66,720
|
|
|
|
|
|
6
|
|
|
|
$
|
7.22
|
|
|
|
|
16,212
|
|
|
|
|
|
7
|
|
|
|
$
|
7.34
|
|
|
|
|
4,988
|
|
|
|
|
|
7
|
|
|
|
$
|
7.79
|
|
|
|
|
971,680
|
|
|
|
|
|
9
|
|
|
|
$
|
10.89
|
|
|
|
|
1,627,739
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Shares granted
|
|
360,092
|
|
|
—
|
|
|
—
|
|
|||
Fair value per share at grant date
|
|
$
|
10.89
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Aggregate value at grant date
|
|
$
|
3,921,402
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Vesting for current year grants (months)
|
|
60
|
|
|
—
|
|
|
—
|
|
|||
Expensed for year
|
|
$
|
701,469
|
|
|
$
|
59,470
|
|
|
$
|
108,845
|
|
|
|
Shares
|
|
Weighted average grant date fair
value per award
|
|||
Fiscal 2012 activity
|
|
|
|
|
|||
Unvested restricted stock awards – September 30, 2011
|
|
43,752
|
|
|
$
|
16.71
|
|
Granted
|
|
—
|
|
|
—
|
|
|
Vested
|
|
13,958
|
|
|
25.78
|
|
|
Cancelled or expired
|
|
—
|
|
|
—
|
|
|
Unvested restricted stock awards – September 30, 2012
|
|
29,794
|
|
|
$
|
12.45
|
|
Fiscal 2013 activity
|
|
|
|
|
|||
Granted
|
|
—
|
|
|
$
|
—
|
|
Vested
|
|
14,829
|
|
|
16.77
|
|
|
Cancelled or expired
|
|
—
|
|
|
—
|
|
|
Unvested restricted stock awards – September 30, 2013
|
|
14,965
|
|
|
$
|
8.18
|
|
Fiscal 2014 activity
|
|
|
|
|
|||
Granted
|
|
360,092
|
|
|
$
|
10.89
|
|
Vested
|
|
5,610
|
|
|
8.18
|
|
|
Cancelled or expired
|
|
—
|
|
|
—
|
|
|
Unvested restricted stock awards – September 30, 2014
|
|
369,447
|
|
|
$
|
10.82
|
|
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Commitments to extend credit
|
|
$
|
141,941,564
|
|
|
$
|
82,671,075
|
|
Standby letters of credit
|
|
1,227,553
|
|
|
1,180,859
|
|
||
Total
|
|
$
|
143,169,117
|
|
|
$
|
83,851,934
|
|
|
September 30,
|
||
|
2014
|
||
2015
|
$
|
691,898
|
|
2016
|
728,415
|
|
|
2017
|
130,080
|
|
|
2018
|
107,195
|
|
|
2019
|
37,200
|
|
|
Thereafter
|
—
|
|
|
|
$
|
1,694,788
|
|
|
September 30, 2014
|
||||||||||||||||||
|
|
|
|
|
Estimated Fair Value
|
||||||||||||||
|
Carrying Value
|
|
Total Estimated Fair Value
|
|
Quoted Prices In Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
99,462,953
|
|
|
$
|
99,462,953
|
|
|
$
|
99,462,953
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments available for sale
|
188,743,273
|
|
|
188,743,273
|
|
|
—
|
|
|
188,743,273
|
|
|
—
|
|
|||||
FHLB stock
|
3,442,900
|
|
|
3,442,900
|
|
|
—
|
|
|
3,442,900
|
|
|
—
|
|
|||||
Loans receivable, net
|
606,366,713
|
|
|
607,754,670
|
|
|
—
|
|
|
—
|
|
|
607,754,670
|
|
|||||
Loans held for sale
|
2,054,722
|
|
|
2,090,469
|
|
|
—
|
|
|
2,090,469
|
|
|
—
|
|
|||||
Cash surrender value of life insurance
|
47,178,128
|
|
|
47,178,128
|
|
|
—
|
|
|
47,178,128
|
|
|
—
|
|
|||||
FDIC receivable for loss sharing arrangements
|
10,531,809
|
|
|
7,658,896
|
|
|
—
|
|
|
—
|
|
|
7,658,896
|
|
|||||
Assets held for sale
|
1,744,584
|
|
|
1,744,584
|
|
|
—
|
|
|
—
|
|
|
1,744,584
|
|
|||||
Accrued interest and dividends receivable
|
2,459,347
|
|
|
2,459,347
|
|
|
—
|
|
|
538,043
|
|
|
1,921,304
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deposits
|
$
|
717,192,200
|
|
|
$
|
718,935,248
|
|
|
$
|
—
|
|
|
$
|
718,935,248
|
|
|
$
|
—
|
|
FHLB advances
|
55,000,000
|
|
|
59,391,540
|
|
|
—
|
|
|
59,391,540
|
|
|
—
|
|
|||||
Accrued interest payable
|
182,198
|
|
|
182,198
|
|
|
—
|
|
|
182,198
|
|
|
—
|
|
|
September 30, 2013
|
||||||||||||||||||
|
|
|
|
|
Estimated Fair Value
|
||||||||||||||
|
Carrying Value
|
|
Total Estimated Fair Value
|
|
Quoted Prices In Active Markets for Identical Assets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
161,452,481
|
|
|
$
|
161,452,481
|
|
|
$
|
161,452,481
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments available for sale
|
215,118,407
|
|
|
215,118,407
|
|
|
—
|
|
|
215,118,407
|
|
|
—
|
|
|||||
FHLB stock
|
3,940,300
|
|
|
3,940,300
|
|
|
—
|
|
|
3,940,300
|
|
|
—
|
|
|||||
Loans receivable, net
|
579,854,293
|
|
|
549,751,987
|
|
|
—
|
|
|
—
|
|
|
549,751,987
|
|
|||||
Loans held for sale
|
1,857,393
|
|
|
1,883,244
|
|
|
—
|
|
|
1,883,244
|
|
|
—
|
|
|||||
Cash surrender value of life insurance
|
39,825,881
|
|
|
39,825,881
|
|
|
—
|
|
|
39,825,881
|
|
|
—
|
|
|||||
FDIC receivable for loss sharing arrangements
|
29,941,862
|
|
|
29,369,037
|
|
|
—
|
|
|
—
|
|
|
29,369,037
|
|
|||||
Assets held for sale
|
1,744,584
|
|
|
1,744,584
|
|
|
—
|
|
|
—
|
|
|
1,744,584
|
|
|||||
Accrued interest and dividends receivable
|
2,728,902
|
|
|
2,728,902
|
|
|
—
|
|
|
642,244
|
|
|
2,086,658
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deposits
|
$
|
751,296,668
|
|
|
$
|
724,702,400
|
|
|
$
|
—
|
|
|
$
|
724,702,400
|
|
|
$
|
—
|
|
FHLB advances
|
60,000,000
|
|
|
66,297,123
|
|
|
—
|
|
|
66,297,123
|
|
|
—
|
|
|||||
Accrued interest payable
|
200,173
|
|
|
200,173
|
|
|
—
|
|
|
200,173
|
|
|
—
|
|
|
|
September 30, 2014
|
||||||||||||||
|
|
Estimated fair value
|
|
Quoted prices in active markets for identical assets
(Level 1 inputs) |
|
Quoted prices for similar assets
(Level 2 inputs) |
|
Significant unobservable inputs
(Level 3 inputs) |
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
||||||||
Tax free municipals
|
|
$
|
13,457,203
|
|
|
$
|
—
|
|
|
$
|
13,457,203
|
|
|
$
|
—
|
|
Mortgage–backed securities:
|
|
|
|
|
|
|
|
|
||||||||
FHLMC certificates
|
|
44,025,928
|
|
|
—
|
|
|
44,025,928
|
|
|
—
|
|
||||
FNMA certificates
|
|
118,278,377
|
|
|
—
|
|
|
118,278,377
|
|
|
—
|
|
||||
GNMA certificates
|
|
1,697,844
|
|
|
—
|
|
|
1,697,844
|
|
|
—
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
||||||||
FHLMC
|
|
53,496
|
|
|
—
|
|
|
53,496
|
|
|
—
|
|
||||
FNMA
|
|
80,156
|
|
|
—
|
|
|
80,156
|
|
|
—
|
|
||||
Private-label mortgage securities:
|
|
|
|
|
|
|
|
|
||||||||
Investment grade
|
|
1,446,858
|
|
|
—
|
|
|
1,446,858
|
|
|
—
|
|
||||
Split rating
(1)
|
|
1,094,107
|
|
|
—
|
|
|
1,094,107
|
|
|
—
|
|
||||
Non-investment grade
|
|
8,609,304
|
|
|
—
|
|
|
8,609,304
|
|
|
—
|
|
||||
Total investment securities available for sale
|
|
188,743,273
|
|
|
—
|
|
|
188,743,273
|
|
|
—
|
|
||||
Assets held for sale
|
|
1,744,584
|
|
|
—
|
|
|
—
|
|
|
1,744,584
|
|
||||
Total recurring assets at fair value
|
|
$
|
190,487,857
|
|
|
$
|
—
|
|
|
$
|
188,743,273
|
|
|
$
|
1,744,584
|
|
(1)
|
Bonds with split ratings represent securities with both investment and non-investment grades.
|
|
|
September 30, 2013
|
||||||||||||||
|
|
Estimated fair value
|
|
Quoted prices in active markets for identical assets
(Level 1 inputs) |
|
Quoted prices for similar assets
(Level 2 inputs) |
|
Significant unobservable inputs
(Level 3 inputs) |
||||||||
Assets:
|
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
|
||||||||
Tax free municipals
|
|
$
|
14,913,592
|
|
|
$
|
—
|
|
|
$
|
14,913,592
|
|
|
$
|
—
|
|
U.S. government sponsored entities
|
|
5,030,043
|
|
|
—
|
|
|
5,030,043
|
|
|
—
|
|
||||
Mortgage–backed securities:
|
|
|
|
|
|
|
|
|
||||||||
FHLMC certificates
|
|
53,165,417
|
|
|
—
|
|
|
53,165,417
|
|
|
—
|
|
||||
FNMA certificates
|
|
116,301,309
|
|
|
—
|
|
|
116,301,309
|
|
|
—
|
|
||||
GNMA certificates
|
|
1,845,617
|
|
|
—
|
|
|
1,845,617
|
|
|
—
|
|
||||
Collateralized mortgage-backed securities:
|
|
|
|
|
|
|
|
|
||||||||
FNMA
|
|
7,256,485
|
|
|
—
|
|
|
7,256,485
|
|
|
—
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
||||||||
FHLMC
|
|
407,854
|
|
|
—
|
|
|
407,854
|
|
|
—
|
|
||||
FNMA
|
|
2,274,370
|
|
|
—
|
|
|
2,274,370
|
|
|
—
|
|
||||
Private-label mortgage securities:
|
|
|
|
|
|
|
|
|
||||||||
Investment grade
|
|
1,949,995
|
|
|
—
|
|
|
1,949,995
|
|
|
—
|
|
||||
Split rating
(1)
|
|
1,238,508
|
|
|
—
|
|
|
1,238,508
|
|
|
—
|
|
||||
Non-investment grade
|
|
10,735,217
|
|
|
—
|
|
|
10,735,217
|
|
|
—
|
|
||||
Total investment securities available for sale
|
|
215,118,407
|
|
|
—
|
|
|
215,118,407
|
|
|
—
|
|
||||
Assets held for sale
|
|
1,744,584
|
|
|
—
|
|
|
—
|
|
|
1,744,584
|
|
||||
Total recurring assets at fair value
|
|
$
|
216,862,991
|
|
|
$
|
—
|
|
|
$
|
215,118,407
|
|
|
$
|
1,744,584
|
|
(1)
|
Bonds with split ratings represent securities with both investment and non-investment grades.
|
|
Year Ended September 30,
|
||||||
|
2014
|
|
2013
|
||||
Fair value, beginning balance
|
$
|
1,744,584
|
|
|
$
|
1,054,280
|
|
Valuation loss recognized in noninterest expense
|
—
|
|
|
(467,841
|
)
|
||
Transfers in and/or out of level 3
|
—
|
|
|
1,158,145
|
|
||
Fair value, ending balance
|
$
|
1,744,584
|
|
|
$
|
1,744,584
|
|
|
Fair value measurements using:
|
||||||||||||||
|
|
|
Quoted prices in active markets for identical assets
|
|
Quoted prices for similar assets
|
|
Significant unobservable inputs
|
||||||||
|
Fair value
|
|
(Level 1 inputs)
|
|
(Level 2 inputs)
|
|
(Level 3 inputs)
|
||||||||
September 30, 2014
|
|
|
|
|
|
|
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
||||||||
Not covered under loss share
|
$
|
3,174,410
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,174,410
|
|
Other real estate owned:
|
|
|
|
|
|
|
|
||||||||
Not covered under loss share
|
1,757,864
|
|
|
—
|
|
|
—
|
|
|
1,757,864
|
|
||||
Covered under loss share
|
5,557,927
|
|
|
—
|
|
|
—
|
|
|
5,557,927
|
|
||||
September 30, 2013
|
|
|
|
|
|
|
|
||||||||
Impaired loans:
|
|
|
|
|
|
|
|
||||||||
Not covered under loss share
|
$
|
3,338,298
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
3,338,298
|
|
Other real estate owned:
|
|
|
|
|
|
|
|
||||||||
Not covered under loss share
|
1,615,036
|
|
|
—
|
|
|
—
|
|
|
1,615,036
|
|
||||
Covered under loss share
|
14,068,846
|
|
|
—
|
|
|
—
|
|
|
14,068,846
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||||||||
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
General Range (Discount)
|
|
Average Discount
|
||||||
Impaired Loans
|
$
|
3,174,410
|
|
|
Property appraisals
|
|
Management discount for property type and recent market volatility
|
|
16%
|
|
—
|
|
41%
|
|
28%
|
OREO
|
$
|
7,315,791
|
|
|
Property appraisals
|
|
Management discount for property type and recent market volatility
|
|
29%
|
|
—
|
|
38%
|
|
36%
|
Assets Held for Sale
|
$
|
1,744,584
|
|
|
Valuation analysis
|
|
Management discount for property type and recent market volatility
|
|
—%
|
|
—
|
|
50%
|
|
34%
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To be Well Capitalized Under Prompt Corrective Action Provisions
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
September 30, 2014
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital (to risk-weighted assets)
|
$
|
186,154
|
|
|
27.9
|
%
|
|
$
|
53,368
|
|
|
8.0
|
%
|
|
$
|
66,710
|
|
|
10.0
|
%
|
Tier 1 risk-based capital (to risk-weighted assets)
|
177,801
|
|
|
26.7
|
|
|
26,684
|
|
|
4.0
|
|
|
40,026
|
|
|
6.0
|
|
|||
Tier 1 leverage (to average assets)
|
177,801
|
|
|
17.7
|
|
|
40,255
|
|
|
4.0
|
|
|
50,318
|
|
|
5.0
|
|
|||
September 30, 2013
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital (to risk-weighted assets)
|
$
|
209,930
|
|
|
33.8
|
%
|
|
$
|
49,648
|
|
|
8.0
|
%
|
|
$
|
62,060
|
|
|
10.0
|
%
|
Tier 1 risk-based capital (to risk-weighted assets)
|
202,119
|
|
|
32.6
|
|
|
24,824
|
|
|
4.0
|
|
|
37,236
|
|
|
6.0
|
|
|||
Tier 1 leverage (to average assets)
|
202,119
|
|
|
18.6
|
|
|
43,572
|
|
|
4.0
|
|
|
54,465
|
|
|
5.0
|
|
|
|
September 30,
|
||||||
|
|
2014
|
|
2013
|
||||
Assets
|
||||||||
Cash
|
|
$
|
42,228,157
|
|
|
$
|
65,763,818
|
|
Investment in subsidiary
|
|
181,795,594
|
|
|
204,604,151
|
|
||
Deferred tax asset
|
|
1,936,887
|
|
|
5,495,885
|
|
||
Other assets
|
|
759,355
|
|
|
22,319
|
|
||
Total assets
|
|
$
|
226,719,993
|
|
|
$
|
275,886,173
|
|
|
|
|
|
|
||||
Liabilities and Stockholders’ Equity
|
||||||||
Liabilities
|
|
|
|
|
||||
Accrued expenses
|
|
$
|
1,765,124
|
|
|
$
|
2,108,337
|
|
Total liabilities
|
|
1,765,124
|
|
|
2,108,337
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.01 par value; 18,261,388 shares issued and outstanding at September 30, 2014 and 22,752,214 shares issued and outstanding at September 30, 2013
|
|
182,614
|
|
|
227,522
|
|
||
Preferred stock, $0.01 par value; 50,000,000 shares authorized at September 30, 2014 and September 30, 2013
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
119,586,164
|
|
|
171,729,570
|
|
||
Unearned compensation – ESOP
|
|
(5,984,317
|
)
|
|
(6,480,949
|
)
|
||
Retained earnings
|
|
111,924,543
|
|
|
110,141,286
|
|
||
Accumulated other comprehensive loss
|
|
(754,135
|
)
|
|
(1,839,593
|
)
|
||
Total stockholders’ equity
|
|
224,954,869
|
|
|
273,777,836
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
226,719,993
|
|
|
$
|
275,886,173
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Income:
|
|
|
|
|
|
|
||||||
Interest income
|
|
$
|
122,690
|
|
|
$
|
91,260
|
|
|
$
|
13,976
|
|
Loss on other investment
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Other income
|
|
1
|
|
|
—
|
|
|
—
|
|
|||
Total operating income
|
|
122,691
|
|
|
91,260
|
|
|
13,976
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
|
1,361,254
|
|
|
443,064
|
|
|
312,915
|
|
|||
Occupancy
|
|
23,361
|
|
|
33,048
|
|
|
38,648
|
|
|||
Legal and professional
|
|
324,469
|
|
|
279,268
|
|
|
375,298
|
|
|||
Marketing
|
|
236,551
|
|
|
112,146
|
|
|
98,597
|
|
|||
Other
|
|
283,704
|
|
|
210,318
|
|
|
173,305
|
|
|||
Total operating expenses
|
|
2,229,339
|
|
|
1,077,844
|
|
|
998,763
|
|
|||
Loss before income taxes
|
|
(2,106,648
|
)
|
|
(986,584
|
)
|
|
(984,787
|
)
|
|||
Income tax benefit
|
|
(705,795
|
)
|
|
(335,867
|
)
|
|
(333,631
|
)
|
|||
Loss before equity in undistributed net income of subsidiary
|
|
(1,400,853
|
)
|
|
(650,717
|
)
|
|
(651,156
|
)
|
|||
Equity in undistributed net income of subsidiary
|
|
7,355,986
|
|
|
6,907,134
|
|
|
5,629,848
|
|
|||
Net income
|
|
$
|
5,955,133
|
|
|
$
|
6,256,417
|
|
|
$
|
4,978,692
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2014
|
|
2013
|
|
2012
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
5,955,133
|
|
|
$
|
6,256,417
|
|
|
$
|
4,978,692
|
|
Adjustments to reconcile net income to net cash provided by (used in) operating activities
|
|
|
|
|
|
|
||||||
Deferred tax expense (benefit)
|
|
3,558,998
|
|
|
(919,375
|
)
|
|
(1,198,631
|
)
|
|||
Restricted stock award expense
|
|
701,468
|
|
|
59,470
|
|
|
108,845
|
|
|||
Stock based compensation expense
|
|
291,512
|
|
|
69,581
|
|
|
93,876
|
|
|||
Equity in undistributed net income of subsidiary
|
|
(7,355,986
|
)
|
|
(6,907,134
|
)
|
|
(5,629,848
|
)
|
|||
(Increase) decrease in other assets
|
|
(737,035
|
)
|
|
11,144
|
|
|
107,958
|
|
|||
Increase in accrued expenses
|
|
213,636
|
|
|
1,673,657
|
|
|
294,062
|
|
|||
Net cash provided by (used in) operating activities
|
|
2,627,726
|
|
|
243,760
|
|
|
(1,245,046
|
)
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Capital distribution (infusion) with Bank subsidiary
|
|
31,250,000
|
|
|
(69,000,000
|
)
|
|
6,000,000
|
|
|||
Net cash provided by (used in) investing activities
|
|
31,250,000
|
|
|
(69,000,000
|
)
|
|
6,000,000
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Purchase of treasury stock awards
|
|
(53,238,798
|
)
|
|
(1,163,515
|
)
|
|
(3,588,013
|
)
|
|||
Dividends on restricted stock awards
|
|
36,009
|
|
|
25
|
|
|
(80
|
)
|
|||
First Charter elimination
|
|
—
|
|
|
229,564
|
|
|
—
|
|
|||
Stock issuance
|
|
—
|
|
|
135,378,486
|
|
|
—
|
|
|||
Dividends paid
|
|
(4,210,598
|
)
|
|
(7,690,558
|
)
|
|
(1,368,870
|
)
|
|||
Net cash (used in) provided by financing activities
|
|
(57,413,387
|
)
|
|
126,754,002
|
|
|
(4,956,963
|
)
|
|||
Net (decrease) increase in cash
|
|
(23,535,661
|
)
|
|
57,997,762
|
|
|
(202,009
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
65,763,818
|
|
|
7,766,056
|
|
|
7,968,065
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
42,228,157
|
|
|
$
|
65,763,818
|
|
|
$
|
7,766,056
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Income taxes paid
|
|
$
|
—
|
|
|
$
|
105,110
|
|
|
$
|
5,000
|
|
Issuance of ESOP common stock
|
|
592,857
|
|
|
160,596
|
|
|
158,269
|
|
|||
Effect of restricted stock awards
|
|
662,747
|
|
|
53,042
|
|
|
659,633
|
|
|||
Unrealized gain (loss) on securities available for sale, net
|
|
1,085,458
|
|
|
(2,042,973
|
)
|
|
2,174,838
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
|
Plan Category
|
|
Number of securities to be issued upon the exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
|
||||
Equity compensation plans approved by security holders
|
|
1,627,739
|
|
|
$
|
9.90
|
|
|
457,263
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,627,739
|
|
|
$
|
9.90
|
|
|
457,263
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
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 report.
|
(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
|
2.1
|
|
Purchase and Assumption Agreement dated as of June 26, 2009 among the Federal Deposit Insurance Corporation, Receiver of Neighborhood Community Bank, Newnan, Georgia, CharterBank and the Federal Deposit Insurance Corporation acting in its corporate capacity (1)
|
|
|
|
2.2
|
|
Purchase and Assumption Agreement dated as of March 26, 2010 among the Federal Deposit Insurance Corporation, Receiver of McIntosh Commercial Bank, Carrollton, Georgia, CharterBank and the Federal Deposit Insurance Corporation acting in its corporate capacity (2)
|
|
|
|
2.3
|
|
Purchase and Assumption Agreement Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of The First National Bank of Florida, Milton, Florida, the Federal Deposit Insurance Corporation and CharterBank, dated as of September 9, 2011 (3)
|
|
|
|
3.1
|
|
Articles of Incorporation of Charter Financial Corporation (4)
|
|
|
|
3.2
|
|
Bylaws of Charter Financial Corporation (5)
|
|
|
|
4.1
|
|
Specimen Stock Certificate of Charter Financial Corporation (6)
|
|
|
|
10.1
|
|
Amended and Restated Employment Agreement between Charter Financial Corporation and Robert L. Johnson, dated December 5, 2014 (7)
|
|
|
|
10.2
|
|
Form of Indemnification Agreement between Charter Financial Corporation and certain officers and directors (8)
|
|
|
|
10.3
|
|
Amended and Restated Change in Control Agreement with Curtis R. Kollar, dated December 23, 2009 (9)
|
|
|
|
10.4
|
|
Amended and Restated Change in Control Agreement with William C. Gladden, dated December 23, 2009 (10)
|
|
|
|
10.5
|
|
Amended and Restated Change in Control Agreement with Lee Washam, dated December 23, 2009 (11)
|
|
|
|
10.6
|
|
Salary Continuation Agreement with Robert L. Johnson, dated January 1, 2009 (12)
|
|
|
|
10.7
|
|
Amendment to Freeze Benefit Accruals under the Salary Continuation Plan with Robert L. Johnson, dated September 25, 2012 (13)
|
|
|
|
10.8
|
|
Salary Continuation Agreement with Curtis R. Kollar, dated January 1, 2009 (14)
|
|
|
|
10.9
|
|
Amendment to Freeze Benefit Accruals under the Salary Continuation Plan with Curtis R. Kollar, dated September 25, 2012 (15)
|
|
|
|
10.10
|
|
Salary Continuation Agreement with Lee Washam, dated January 1, 2009 (16)
|
|
|
|
10.11
|
|
Amendment to Freeze Benefit Accruals under the Salary Continuation Plan with Lee Washam, dated September 25, 2012 (17)
|
|
|
|
10.12
|
|
Amended and Restated Benefit Restoration Plan, dated December 23, 2005 (18)
|
|
|
|
10.13
|
|
Amendment to Amended and Restated Benefit Restoration Plan, dated January 27, 2009 (19)
|
|
|
|
10.14
|
|
2001 Stock Option Plan, dated April 24, 2002 (20)
|
|
|
|
10.15
|
|
2001 Recognition and Retention Plan, dated April 24, 2002 (21)
|
|
|
|
10.16
|
|
Endorsement Split-Dollar Life Insurance Plan, dated April 1, 2006, benefiting Robert L. Johnson, Curtis R. Kollar, Lee Washam and William C. Gladden (22)
|
|
|
|
10.17
|
|
Split Dollar Agreement with Robert L. Johnson, dated June 18, 2010 (23)
|
|
|
|
10.18
|
|
Amendment to Split Dollar Agreement with Robert L. Johnson, dated September 25, 2012 (24)
|
|
|
|
10.19
|
|
Split Dollar Agreement with Curtis R. Kollar, dated June 18, 2010 (25)
|
|
|
|
10.20
|
|
Amendment to Split Dollar Agreement with Curtis R. Kollar, dated September 25, 2012 (26)
|
|
|
|
10.21
|
|
Split Dollar Agreement with Lee Washam, dated June 18, 2010 (27)
|
|
|
|
10.22
|
|
Amendment to Split Dollar Agreement with Lee Washam, dated September 25, 2012 (28)
|
|
|
|
10.23
|
|
Endorsement Split-Dollar Agreement with David Z. Cauble, dated June 1, 2006 (29)
|
|
|
|
10.24
|
|
Endorsement Split-Dollar Agreement with Jane W. Darden, dated June 1, 2006 (30)
|
|
|
|
10.25
|
|
Endorsement Split-Dollar Agreement with Thomas M. Lane, dated June 1, 2006 (31)
|
|
|
|
10.26
|
|
Endorsement Split-Dollar Agreement with David L. Strobel, dated June 1, 2006 (32)
|
|
|
|
10.27
|
|
Supplemental Executive Retirement Plan Agreement for Robert L. Johnson, dated September 25, 2012 (33)
|
|
|
|
10.28
|
|
Supplemental Executive Retirement Plan Agreement for Curt Kollar, dated September 25, 2012 (34)
|
|
|
|
10.29
|
|
Supplemental Executive Retirement Plan Agreement for Lee Washam, dated September 25, 2012 (35)
|
|
|
|
10.30
|
|
Projected Benefit Schedule for Supplemental Executive Retirement Plan Agreements (36)
|
|
|
|
10.31
|
|
2013 Equity Incentive Plan, dated December 11, 2013 (37)
|
|
|
|
21.0
|
|
List of Subsidiaries (38)
|
|
|
|
23.0
|
|
Consent of Dixon Hughes Goodman LLP
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
|
|
|
32.1
|
|
Certification pursuant to 18 U.S.C. Section 1350, as added by Section 906 of The Sarbanes-Oxley Act of 2002
|
|
|
|
101
|
|
The following financial statements of Charter Financial Corporation at September 30, 2014 and 2013 and for the fiscal years ended September 30, 2014, 2013 and 2012 formatted in XBRL: (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.
|
(1)
|
Incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(2)
|
Incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(3)
|
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on September 16, 2011.
|
(4)
|
Incorporated by reference to Exhibit 3.1 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(5)
|
Incorporated by reference to Exhibit 3.2 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(6)
|
Incorporated by reference to Exhibit 4.0 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(7)
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Financial Corporation, a Maryland corporation (File No. 001-35870), filed with the Securities and Exchange Commission on December 11, 2014.
|
(8)
|
Filed herewith.
|
(9)
|
Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(10)
|
Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(11)
|
Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(12)
|
Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(13)
|
Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(14)
|
Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(15)
|
Incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(16)
|
Incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(17)
|
Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(18)
|
Incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(19)
|
Incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(20)
|
Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(21)
|
Incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(22)
|
Incorporated by reference to Exhibits 10.13, 10.14, 10.15 and 10.16 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(23)
|
Incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(24)
|
Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(25)
|
Incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(26)
|
Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(27)
|
Incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(28)
|
Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(29)
|
Incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(30)
|
Incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(31)
|
Incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(32)
|
Incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(33)
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(34)
|
Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(35)
|
Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(36)
|
Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(37)
|
Incorporated by reference to Appendix A to the proxy statement for the Special Meeting of Shareholders of Charter Financial Corporation, a Maryland corporation (file no. 001-35870) filed with the Securities and Exchange Commission on November 6, 2013.
|
(38)
|
Incorporated by reference to Exhibit 21 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
|
CHARTER FINANCIAL CORPORATION
|
||
|
|
|
|
By:
|
/s/ Robert L. Johnson
|
|
|
|
Robert L. Johnson
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
/s/ Robert L. Johnson
|
|
Chairman, President and Chief Executive Officer
|
|
Robert L. Johnson
|
|
(principal executive officer)
|
|
|
|
|
|
/s/ Curtis R. Kollar
|
|
Senior Vice President and Chief Financial Officer
|
|
Curtis R. Kollar
|
|
(principal accounting and financial officer)
|
|
|
|
|
|
/s/ David Z. Cauble, III
|
|
Director
|
|
David Z. Cauble, III
|
|
|
|
|
|
|
|
/s/ Jane W. Darden
|
|
Director
|
|
Jane W. Darden
|
|
|
|
|
|
|
|
/s/ Edward Smith
|
|
Director
|
|
Edward Smith
|
|
|
|
|
|
|
|
/s/ Curti M. Johnson
|
|
Senior Vice President, General Counsel and Director
|
|
Curti M. Johnson
|
|
|
|
|
|
|
|
/s/ Thomas M. Lane
|
|
Director
|
|
Thomas M. Lane
|
|
|
|
|
|
|
|
/s/ David L. Strobel
|
|
Director
|
|
David L. Strobel
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
INDEMNITEE:
|
|
|
|
|
|
|
|
|
By:
|
|
|
|
|
|
Name:
|
|
|
|
|
|
Position(s) held with the Corporation:
|
|
|
|
|
|
|
|
|
|
|
|
Name:
|
|
Position(s) held with the Corporation:
|
|
|
|
|
|
Robert L. Johnson
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
|
|
Curtis R. Kollar
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
|
|
David Z. Cauble, III
|
|
Director
|
|
|
|
|
|
Jane W. Darden
|
|
Director
|
|
|
|
|
|
Edward Smith
|
|
Director
|
|
|
|
|
|
Curti M. Johnson
|
|
Senior Vice President, General Counsel and Director
|
|
|
|
|
|
Thomas M. Lane
|
|
Director
|
|
|
|
|
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David L. Strobel
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Director
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Lee Washam
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President of CharterBank
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1.
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I have reviewed this Annual Report on Form 10-K of Charter Financial Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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December 12, 2014
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/s/ Robert L. Johnson
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Robert L. Johnson
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Chairman, President and Chief Executive Officer
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1.
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I have reviewed this Annual Report on Form 10-K of Charter Financial Corporation;
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2.
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Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;
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3.
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Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;
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4.
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The registrant’s other certifying officer(s) and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:
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(a)
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Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiary, is made known to us by others within those entities, particularly during the period in which this report is being prepared;
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(b)
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Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;
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(c)
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Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report, based on such evaluation; and
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(d)
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Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and
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5.
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The registrant’s other certifying officer(s) and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):
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(a)
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All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and
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(b)
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Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.
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Date:
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December 12, 2014
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/s/ Curtis R. Kollar
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Curtis R. Kollar
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Senior Vice President and Chief Financial Officer
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(1)
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The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
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(2)
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The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of and for the period covered by the Report.
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Date:
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December 12, 2014
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/s/ Robert L. Johnson
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Robert L. Johnson
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Chairman, President and Chief Executive Officer
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Date:
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December 12, 2014
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/s/ Curtis R. Kollar
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Curtis R. Kollar
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Senior Vice President and Chief Financial Officer
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