x
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QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
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o
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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
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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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|
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1233 O.G. Skinner Drive, West Point, Georgia
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31833
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(Address of Principal Executive Offices)
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(Zip Code)
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Large accelerated filer
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o
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Accelerated filer
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x
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Non-accelerated filer
|
o
(Do not check if smaller reporting company)
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Smaller reporting company
|
o
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Page No.
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December 31, 2015
|
|
September 30, 2015
(1)
|
||||
Assets
|
|||||||
Cash and amounts due from depository institutions
|
$
|
14,243,071
|
|
|
$
|
9,921,822
|
|
Interest-earning deposits in other financial institutions
|
37,638,231
|
|
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20,421,403
|
|
||
Cash and cash equivalents
|
51,881,302
|
|
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30,343,225
|
|
||
Loans held for sale, fair value of $2,330,930 and $1,444,042
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2,285,847
|
|
|
1,406,902
|
|
||
Investment securities available for sale
|
175,988,229
|
|
|
184,404,089
|
|
||
Federal Home Loan Bank stock
|
3,005,600
|
|
|
3,515,600
|
|
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Loans receivable
|
690,687,371
|
|
|
725,673,178
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|
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Unamortized loan origination fees, net
|
(1,121,570
|
)
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(1,423,456
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)
|
||
Allowance for loan losses
|
(9,695,387
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)
|
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(9,488,512
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)
|
||
Loans receivable, net
|
679,870,414
|
|
|
714,761,210
|
|
||
Other real estate owned
|
3,164,705
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|
|
3,410,538
|
|
||
Accrued interest and dividends receivable
|
2,495,117
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|
|
2,668,406
|
|
||
Premises and equipment, net
|
19,455,816
|
|
|
19,660,012
|
|
||
Goodwill
|
4,325,282
|
|
|
4,325,282
|
|
||
Other intangible assets, net of amortization
|
108,241
|
|
|
157,226
|
|
||
Cash surrender value of life insurance
|
48,744,173
|
|
|
48,423,510
|
|
||
Deferred income taxes
|
6,218,864
|
|
|
5,674,095
|
|
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Other assets
|
7,336,384
|
|
|
8,329,239
|
|
||
Total assets
|
$
|
1,004,879,974
|
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$
|
1,027,079,334
|
|
Liabilities and Stockholders’ Equity
|
|||||||
Liabilities:
|
|
|
|
||||
Deposits
|
$
|
744,233,967
|
|
|
$
|
738,855,076
|
|
Federal Home Loan Bank advances
|
50,000,000
|
|
|
62,000,000
|
|
||
Advance payments by borrowers for taxes and insurance
|
790,435
|
|
|
1,745,753
|
|
||
Other liabilities
|
11,487,837
|
|
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19,547,895
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Total liabilities
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806,512,239
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|
822,148,724
|
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||
Stockholders’ equity:
|
|
|
|
||||
Common stock, $0.01 par value; 15,229,064 shares issued and outstanding at December 31, 2015 and 16,027,654 shares issued and outstanding at September 30, 2015
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152,291
|
|
|
160,277
|
|
||
Preferred stock, $0.01 par value; 50,000,000 shares authorized at December 31, 2015 and September 30, 2015
|
—
|
|
|
—
|
|
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Additional paid-in capital
|
85,546,958
|
|
|
95,355,054
|
|
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Unearned compensation – ESOP
|
(5,106,169
|
)
|
|
(5,551,193
|
)
|
||
Retained earnings
|
118,228,061
|
|
|
114,362,386
|
|
||
Accumulated other comprehensive (loss) income
|
(453,406
|
)
|
|
604,086
|
|
||
Total stockholders’ equity
|
198,367,735
|
|
|
204,930,610
|
|
||
Total liabilities and stockholders’ equity
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$
|
1,004,879,974
|
|
|
$
|
1,027,079,334
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|
(1)
|
Financial information at
September 30, 2015
has been derived from audited financial statements.
|
|
Three Months Ended
December 31, |
||||||
|
2015
|
|
2014
|
||||
Interest income:
|
|
|
|
||||
Loans receivable
|
$
|
9,441,525
|
|
|
$
|
8,904,633
|
|
Mortgage-backed securities and collateralized mortgage obligations
|
682,456
|
|
|
830,677
|
|
||
Federal Home Loan Bank stock
|
38,928
|
|
|
36,708
|
|
||
Other investment securities available for sale
|
264,054
|
|
|
44,853
|
|
||
Interest-earning deposits in other financial institutions
|
12,391
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|
|
41,036
|
|
||
Amortization of FDIC loss share receivable
|
—
|
|
|
(888,911
|
)
|
||
Total interest income
|
10,439,354
|
|
|
8,968,996
|
|
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Interest expense:
|
|
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Deposits
|
665,433
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|
732,927
|
|
||
Borrowings
|
552,882
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|
602,746
|
|
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Total interest expense
|
1,218,315
|
|
|
1,335,673
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|
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Net interest income
|
9,221,039
|
|
|
7,633,323
|
|
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Provision for loan losses
|
—
|
|
|
4,000
|
|
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Net interest income after provision for loan losses
|
9,221,039
|
|
|
7,629,323
|
|
||
Noninterest income:
|
|
|
|
|
|
||
Service charges on deposit accounts
|
1,752,558
|
|
|
1,581,978
|
|
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Bankcard fees
|
1,145,826
|
|
|
947,623
|
|
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Gain on investment securities available for sale
|
35,965
|
|
|
684
|
|
||
Bank owned life insurance
|
320,663
|
|
|
324,413
|
|
||
Gain on sale of loans and loan servicing release fees
|
347,856
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|
|
367,002
|
|
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Brokerage commissions
|
141,715
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|
154,304
|
|
||
Recoveries on acquired loans previously covered under FDIC loss share agreements
|
2,875,000
|
|
|
—
|
|
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FDIC receivable for loss sharing agreements accretion
|
—
|
|
|
47,461
|
|
||
Other
|
210,957
|
|
|
142,502
|
|
||
Total noninterest income
|
6,830,540
|
|
|
3,565,967
|
|
||
Noninterest expenses:
|
|
|
|
|
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Salaries and employee benefits
|
5,262,989
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|
5,014,267
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Occupancy
|
1,910,452
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1,875,663
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Legal and professional
|
379,838
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|
240,626
|
|
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Marketing
|
260,914
|
|
|
265,232
|
|
||
Federal insurance premiums and other regulatory fees
|
223,843
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|
|
195,590
|
|
||
Net benefit of operations of real estate owned
|
(21,243
|
)
|
|
(57,320
|
)
|
||
Furniture and equipment
|
168,415
|
|
|
150,535
|
|
||
Postage, office supplies and printing
|
184,712
|
|
|
240,607
|
|
||
Core deposit intangible amortization expense
|
48,985
|
|
|
74,308
|
|
||
Other
|
659,125
|
|
|
736,281
|
|
||
Total noninterest expenses
|
9,078,030
|
|
|
8,735,789
|
|
||
Income before income taxes
|
6,973,549
|
|
|
2,459,501
|
|
||
Income tax expense
|
2,359,271
|
|
|
785,998
|
|
||
Net income
|
$
|
4,614,278
|
|
|
$
|
1,673,503
|
|
Basic net income per share
|
$
|
0.31
|
|
|
$
|
0.10
|
|
Diluted net income per share
|
$
|
0.30
|
|
|
$
|
0.10
|
|
Weighted average number of common shares outstanding
|
14,885,529
|
|
|
16,175,485
|
|
||
Weighted average number of common and potential common shares outstanding
|
15,545,216
|
|
|
16,709,543
|
|
|
|
Three Months Ended December 31,
|
||||||
|
|
2015
|
|
2014
|
||||
|
|
|
|
|
||||
Net income
|
|
$
|
4,614,278
|
|
|
$
|
1,673,503
|
|
Reclassification adjustment for net gains realized in net income, net of taxes of $13,882 and $264, respectively
|
|
(22,083
|
)
|
|
(420
|
)
|
||
Net unrealized holding (losses) gains on investment and mortgage securities available for sale arising during the period, net of taxes of $(650,925) and $459,982, respectively
|
|
(1,035,409
|
)
|
|
731,681
|
|
||
Comprehensive income
|
|
$
|
3,556,786
|
|
|
$
|
2,404,764
|
|
|
Common stock
|
|
Additional paid-in capital
|
|
Unearned compensation ESOP
|
|
Retained earnings
|
|
Accumulated other comprehensive income (loss)
|
|
Total stockholders' equity
|
|||||||||||||||
|
Number of shares
|
|
Amount
|
|
|
|
|
|
||||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at September 30, 2014
(1)
|
18,261,388
|
|
|
$
|
182,614
|
|
|
$
|
119,586,164
|
|
|
$
|
(5,984,317
|
)
|
|
$
|
111,924,543
|
|
|
$
|
(754,135
|
)
|
|
$
|
224,954,869
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
5,572,162
|
|
|
—
|
|
|
5,572,162
|
|
||||||
Dividends paid, $0.20 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,134,319
|
)
|
|
—
|
|
|
(3,134,319
|
)
|
||||||
Change in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,358,221
|
|
|
1,358,221
|
|
||||||
Allocation of ESOP common stock
|
—
|
|
|
—
|
|
|
128,135
|
|
|
433,124
|
|
|
—
|
|
|
—
|
|
|
561,259
|
|
||||||
Effect of restricted stock awards
|
—
|
|
|
—
|
|
|
792,619
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
792,619
|
|
||||||
Stock option expense
|
—
|
|
|
—
|
|
|
330,995
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
330,995
|
|
||||||
Issuance of common stock, restricted stock
|
2,265
|
|
|
23
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of shares
|
(2,235,999
|
)
|
|
(22,360
|
)
|
|
(25,482,836
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,505,196
|
)
|
||||||
Balance at September 30, 2015
(1)
|
16,027,654
|
|
|
$
|
160,277
|
|
|
$
|
95,355,054
|
|
|
$
|
(5,551,193
|
)
|
|
$
|
114,362,386
|
|
|
$
|
604,086
|
|
|
$
|
204,930,610
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
4,614,278
|
|
|
—
|
|
|
4,614,278
|
|
||||||
Dividends paid, $0.05 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(748,603
|
)
|
|
—
|
|
|
(748,603
|
)
|
||||||
Change in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,057,492
|
)
|
|
(1,057,492
|
)
|
||||||
Allocation of ESOP common stock
|
—
|
|
|
—
|
|
|
216,340
|
|
|
445,024
|
|
|
—
|
|
|
—
|
|
|
661,364
|
|
||||||
Effect of restricted stock awards
|
—
|
|
|
—
|
|
|
196,070
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
196,070
|
|
||||||
Stock option expense
|
—
|
|
|
—
|
|
|
80,578
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
80,578
|
|
||||||
Repurchase of shares
|
(798,590
|
)
|
|
(7,986
|
)
|
|
(10,301,084
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(10,309,070
|
)
|
||||||
Balance at December 31, 2015
|
15,229,064
|
|
|
$
|
152,291
|
|
|
$
|
85,546,958
|
|
|
$
|
(5,106,169
|
)
|
|
$
|
118,228,061
|
|
|
$
|
(453,406
|
)
|
|
$
|
198,367,735
|
|
(1)
|
Financial information at
September 30, 2015
and
2014
has been derived from audited financial statements.
|
|
|||||||
|
Three Months Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
Cash flows from operating activities:
|
|
|
|
||||
Net income
|
$
|
4,614,278
|
|
|
$
|
1,673,503
|
|
Adjustments to reconcile net income to net cash (used in) provided by operating activities:
|
|
|
|
||||
Provision for acquired loan losses
|
—
|
|
|
4,000
|
|
||
Depreciation and amortization
|
288,221
|
|
|
319,780
|
|
||
Accretion and amortization of premiums and discounts, net
|
291,481
|
|
|
392,788
|
|
||
Accretion of fair value discounts related to acquired loans
|
(1,168,982
|
)
|
|
(1,560,960
|
)
|
||
Accretion of fair value discounts related to FDIC receivable
|
—
|
|
|
(47,461
|
)
|
||
Amortization of FDIC loss share receivable
|
—
|
|
|
888,911
|
|
||
Gain on sale of loans and loan servicing release fees
|
(347,856
|
)
|
|
(367,002
|
)
|
||
Proceeds from sale of loans
|
12,766,789
|
|
|
12,543,287
|
|
||
Originations and purchases of loans held for sale
|
(13,297,878
|
)
|
|
(12,322,906
|
)
|
||
Gain on sale of mortgage-backed securities, collateralized mortgage obligations and other investments
|
(35,965
|
)
|
|
(684
|
)
|
||
Write down of real estate owned
|
—
|
|
|
11,096
|
|
||
Gain on sale of real estate owned
|
(184,719
|
)
|
|
(137,289
|
)
|
||
Loss (gain) on sale of fixed assets
|
6,581
|
|
|
(3,250
|
)
|
||
Restricted stock award expense
|
196,070
|
|
|
198,697
|
|
||
Stock option expense
|
80,578
|
|
|
82,749
|
|
||
Increase in cash surrender value of bank owned life insurance
|
(320,663
|
)
|
|
(324,413
|
)
|
||
Changes in assets and liabilities:
|
|
|
|
||||
Decrease (increase) in accrued interest and dividends receivable
|
173,289
|
|
|
(38,778
|
)
|
||
Decrease in other assets
|
636,075
|
|
|
865,477
|
|
||
Decrease in other liabilities
|
(7,398,694
|
)
|
|
(1,868,459
|
)
|
||
Net cash (used in) provided by operating activities
|
(3,701,395
|
)
|
|
309,086
|
|
||
Cash flows from investing activities:
|
|
|
|
||||
Proceeds from sales of investment securities available for sale
|
1,231,330
|
|
|
6,439,319
|
|
||
Principal collections on investment securities available for sale
|
5,403,881
|
|
|
5,440,247
|
|
||
Purchase of investment securities available for sale
|
—
|
|
|
(18,094,730
|
)
|
||
Proceeds from maturities or calls of investment securities available for sale
|
—
|
|
|
3,679,050
|
|
||
Proceeds from redemption of FHLB stock
|
510,000
|
|
|
—
|
|
||
Net decrease (increase) in loans receivable
|
35,857,671
|
|
|
(20,849,620
|
)
|
||
Net decrease in FDIC receivable
|
—
|
|
|
402,154
|
|
||
Principal reductions of OREO
|
—
|
|
|
39,961
|
|
||
Proceeds from sale of real estate owned
|
555,531
|
|
|
3,291,742
|
|
||
Proceeds from sale of premises and equipment
|
—
|
|
|
3,250
|
|
||
Disposition of premises and equipment, net of purchases
|
315,159
|
|
|
9,964
|
|
||
Net cash provided by (used in) investing activities
|
43,873,572
|
|
|
(19,638,663
|
)
|
||
Cash flows from financing activities:
|
|
|
|
||||
Repurchase of shares
|
(10,309,070
|
)
|
|
(14,218,889
|
)
|
||
Dividends paid
|
(748,603
|
)
|
|
(797,596
|
)
|
||
Increase (decrease) in deposits
|
5,378,891
|
|
|
(15,717,127
|
)
|
||
Principal payments on Federal Home Loan Bank advances
|
(12,000,000
|
)
|
|
—
|
|
||
Net decrease in advance payments by borrowers for taxes and insurance
|
(955,318
|
)
|
|
(668,205
|
)
|
CHARTER FINANCIAL CORPORATION AND SUBSIDIARY
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS (UNAUDITED)
continued
|
|||||||
|
Three Months Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Net cash used in financing activities
|
(18,634,100
|
)
|
|
(31,401,817
|
)
|
||
Net increase (decrease) in cash and cash equivalents
|
21,538,077
|
|
|
(50,731,394
|
)
|
||
Cash and cash equivalents at beginning of period
|
30,343,225
|
|
|
99,462,953
|
|
||
Cash and cash equivalents at end of period
|
$
|
51,881,302
|
|
|
$
|
48,731,559
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
||||
Interest paid
|
$
|
1,213,148
|
|
|
$
|
1,337,642
|
|
Income taxes paid
|
—
|
|
|
—
|
|
||
Supplemental disclosure of noncash activities:
|
|
|
|
||||
Real estate acquired through foreclosure of collateral on loans receivable
|
$
|
124,979
|
|
|
$
|
1,033,671
|
|
Write down of real estate owned reimbursed by the FDIC
|
—
|
|
|
73,792
|
|
||
Gain on real estate sold payable to the FDIC
|
—
|
|
|
437,962
|
|
||
Provision for acquired loan losses reimbursed by the FDIC
|
—
|
|
|
76,000
|
|
||
Issuance of common stock under stock benefit plan
|
661,364
|
|
|
561,259
|
|
||
Unrealized (loss) gain on investment securities available for sale, net
|
(1,057,492
|
)
|
|
731,261
|
|
|
December 31, 2015
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||||
Other investment securities:
|
|
|
|
|
|
|
|
||||||||
Collateralized loan obligations
|
$
|
39,669,031
|
|
|
$
|
19,152
|
|
|
$
|
(289,844
|
)
|
|
$
|
39,398,339
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
FHLMC certificates
|
33,716,145
|
|
|
317,180
|
|
|
(199,231
|
)
|
|
33,834,094
|
|
||||
FNMA certificates
|
93,483,148
|
|
|
289,978
|
|
|
(893,483
|
)
|
|
92,879,643
|
|
||||
GNMA certificates
|
1,542,673
|
|
|
4,428
|
|
|
—
|
|
|
1,547,101
|
|
||||
Private-label mortgage securities:
(1)
|
|
|
|
|
|
|
|
||||||||
Investment grade
|
1,011,341
|
|
|
3,387
|
|
|
(39,448
|
)
|
|
975,280
|
|
||||
Split rating
(2)
|
724,819
|
|
|
—
|
|
|
(6,034
|
)
|
|
718,785
|
|
||||
Non-investment grade
|
6,528,052
|
|
|
193,094
|
|
|
(86,159
|
)
|
|
6,634,987
|
|
||||
Total
|
$
|
176,675,209
|
|
|
$
|
827,219
|
|
|
$
|
(1,514,199
|
)
|
|
$
|
175,988,229
|
|
(1)
|
Credit ratings are current as of
December 31, 2015
.
|
(2)
|
Bonds with split ratings represent securities with both investment and non-investment grades.
|
|
September 30, 2015
|
||||||||||||||
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||||
Other investment securities:
|
|
|
|
|
|
|
|
||||||||
Collateralized loan obligations
|
$
|
39,637,499
|
|
|
$
|
59,751
|
|
|
$
|
(201,133
|
)
|
|
$
|
39,496,117
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
FHLMC certificates
|
35,533,446
|
|
|
485,501
|
|
|
(27,505
|
)
|
|
35,991,442
|
|
||||
FNMA certificates
|
97,676,102
|
|
|
787,507
|
|
|
(245,560
|
)
|
|
98,218,049
|
|
||||
GNMA certificates
|
1,553,500
|
|
|
5,095
|
|
|
—
|
|
|
1,558,595
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
||||||||
FHLMC
|
36,571
|
|
|
2,643
|
|
|
—
|
|
|
39,214
|
|
||||
FNMA
|
61,929
|
|
|
1,386
|
|
|
—
|
|
|
63,315
|
|
||||
Private-label mortgage securities:
|
|
|
|
|
|
|
|
||||||||
Investment grade
|
1,068,490
|
|
|
4,040
|
|
|
(41,214
|
)
|
|
1,031,316
|
|
||||
Split rating
(1)
|
880,802
|
|
|
—
|
|
|
(5,386
|
)
|
|
875,416
|
|
||||
Non-investment grade
|
7,040,469
|
|
|
179,372
|
|
|
(89,216
|
)
|
|
7,130,625
|
|
||||
Total
|
$
|
183,488,808
|
|
|
$
|
1,525,295
|
|
|
$
|
(610,014
|
)
|
|
$
|
184,404,089
|
|
(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
|
4,456,059
|
|
|
4,415,985
|
|
||
Due after five years
|
35,212,972
|
|
|
34,982,354
|
|
||
Mortgage-backed securities
|
137,006,178
|
|
|
136,589,890
|
|
||
Total
|
$
|
176,675,209
|
|
|
$
|
175,988,229
|
|
|
December 31, 2015
|
||||||||||
|
Amortized Cost
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||
Other investment securities:
|
|
|
|
|
|
||||||
Collateralized loan obligations
|
$
|
27,740,650
|
|
|
$
|
(289,844
|
)
|
|
$
|
27,450,806
|
|
Mortgage-backed securities:
|
|
|
|
|
|
||||||
FHLMC certificates
|
15,339,191
|
|
|
(199,231
|
)
|
|
15,139,960
|
|
|||
FNMA certificates
|
59,235,435
|
|
|
(573,328
|
)
|
|
58,662,107
|
|
|||
Total
|
$
|
102,315,276
|
|
|
$
|
(1,062,403
|
)
|
|
$
|
101,252,873
|
|
|
September 30, 2015
|
||||||||||
|
Amortized Cost
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||
Other investment securities:
|
|
|
|
|
|
||||||
Collateralized loan obligations
|
$
|
19,912,486
|
|
|
$
|
(201,133
|
)
|
|
$
|
19,711,353
|
|
Mortgage-backed securities:
|
|
|
|
|
|
||||||
FHLMC certificates
|
16,021,392
|
|
|
(27,505
|
)
|
|
15,993,887
|
|
|||
FNMA certificates
|
35,454,134
|
|
|
(116,303
|
)
|
|
35,337,831
|
|
|||
Total
|
$
|
71,388,012
|
|
|
$
|
(344,941
|
)
|
|
$
|
71,043,071
|
|
|
December 31, 2015
|
||||||||||
|
Amortized Cost
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
||||||
FNMA certificates
|
$
|
20,791,947
|
|
|
$
|
(320,155
|
)
|
|
$
|
20,471,792
|
|
Collateralized mortgage obligations:
|
|
|
|
|
|
||||||
Private-label mortgage securities
|
2,890,532
|
|
|
(131,641
|
)
|
|
2,758,891
|
|
|||
Total
|
$
|
23,682,479
|
|
|
$
|
(451,796
|
)
|
|
$
|
23,230,683
|
|
|
September 30, 2015
|
||||||||||
|
Amortized Cost
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
||||||
FNMA certificates
|
$
|
21,182,347
|
|
|
$
|
(129,257
|
)
|
|
$
|
21,053,090
|
|
Collateralized mortgage obligations:
|
|
|
|
|
|
||||||
Private-label mortgage securities
|
3,250,506
|
|
|
(135,816
|
)
|
|
3,114,690
|
|
|||
Total
|
$
|
24,432,853
|
|
|
$
|
(265,073
|
)
|
|
$
|
24,167,780
|
|
(1)
|
Credit ratings are current as of
December 31, 2015
.
|
|
Unrealized Gain/Loss on Available-for-Sale Securities
|
||||||
|
Three Months Ended December 31,
|
||||||
|
2015
|
|
2014
|
||||
|
|
|
|
||||
Beginning balance
|
$
|
604,086
|
|
|
$
|
(754,135
|
)
|
Other comprehensive income/loss before reclassifications
|
(1,035,409
|
)
|
|
731,681
|
|
||
Amounts reclassified from accumulated other comprehensive income/loss to gain on investment securities available for sale
|
(22,083
|
)
|
|
(420
|
)
|
||
Net current-period other comprehensive income/loss
|
(1,057,492
|
)
|
|
731,261
|
|
||
Ending balance
|
$
|
(453,406
|
)
|
|
$
|
(22,874
|
)
|
|
December 31, 2015
|
|
September 30, 2015
|
||||
|
|
|
|
||||
1-4 family residential real estate
|
$
|
182,297,415
|
|
|
$
|
188,043,631
|
|
Commercial real estate
|
396,023,034
|
|
|
416,575,608
|
|
||
Commercial
|
39,836,473
|
|
|
37,444,399
|
|
||
Real estate construction
|
61,816,380
|
|
|
77,217,378
|
|
||
Consumer and other
|
10,714,069
|
|
|
6,392,162
|
|
||
Total loans, gross
|
690,687,371
|
|
|
725,673,178
|
|
||
Unamortized loan origination fees, net
|
(1,121,570
|
)
|
|
(1,423,456
|
)
|
||
Allowance for loan losses
|
(9,695,387
|
)
|
|
(9,488,512
|
)
|
||
Total loans, net
|
$
|
679,870,414
|
|
|
$
|
714,761,210
|
|
|
December 31, 2015
|
|
September 30, 2015
|
||||
|
|
|
|
||||
Current
|
$
|
685,012,523
|
|
|
$
|
718,875,005
|
|
Accruing past due loans:
|
|
|
|
||||
30-89 days past due
|
|
|
|
||||
1-4 family residential real estate
|
1,028,481
|
|
|
692,019
|
|
||
Commercial real estate
|
2,037,207
|
|
|
1,748,329
|
|
||
Commercial
|
79,057
|
|
|
94,602
|
|
||
Real estate construction
|
—
|
|
|
—
|
|
||
Consumer and other
|
17,622
|
|
|
44,951
|
|
||
Total 30-89 days past due
|
3,162,367
|
|
|
2,579,901
|
|
||
90 days or greater past due
(1)
|
|
|
|
||||
1-4 family residential real estate
|
31,958
|
|
|
32,217
|
|
||
Commercial real estate
|
17,542
|
|
|
72,273
|
|
||
Commercial
|
—
|
|
|
—
|
|
||
Real estate construction
|
—
|
|
|
—
|
|
||
Consumer and other
|
—
|
|
|
—
|
|
||
Total 90 days or greater past due
|
49,500
|
|
|
104,490
|
|
||
Total accruing past due loans
|
3,211,867
|
|
|
2,684,391
|
|
||
Nonaccruing loans:
(2)
|
|
|
|
||||
1-4 family residential real estate
|
1,111,040
|
|
|
1,469,088
|
|
||
Commercial real estate
|
1,210,339
|
|
|
2,513,204
|
|
||
Commercial
|
137,152
|
|
|
126,432
|
|
||
Real estate construction
|
—
|
|
|
—
|
|
||
Consumer and other
|
4,450
|
|
|
5,058
|
|
||
Nonaccruing loans
|
2,462,981
|
|
|
4,113,782
|
|
||
Total loans
|
$
|
690,687,371
|
|
|
$
|
725,673,178
|
|
(1)
|
Previously covered loans in the amount of
$35,496
and
$90,226
at
December 31, 2015
and
September 30, 2015
, respectively, are regarded as accruing loans and included in this section. 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.
|
(2)
|
Previously covered loans in the amount of
$655,777
and
$4.8 million
at
December 31, 2015
and
September 30, 2015
, respectively, are regarded as accruing loans and excluded from the nonaccrual section due to the ongoing recognition of accretion income established at the time of acquisition.
|
|
|
|
|
|
Three Months Ended
December 31, 2015 |
||||||||||
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Average Investment in Impaired Loans
|
|
Interest Income Recognized
|
||||||||
|
|
|
|
|
|
|
|
||||||||
1-4 family residential real estate
|
$
|
1,262,929
|
|
|
$
|
1,820,079
|
|
|
$
|
1,277,937
|
|
|
$
|
1,817
|
|
Commercial real estate
|
8,337,154
|
|
|
10,310,327
|
|
|
8,378,754
|
|
|
115,340
|
|
||||
Commercial
|
137,152
|
|
|
252,880
|
|
|
144,734
|
|
|
—
|
|
||||
Real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total impaired loans
|
$
|
9,737,235
|
|
|
$
|
12,383,286
|
|
|
$
|
9,801,425
|
|
|
$
|
117,157
|
|
|
|
|
|
|
|
Year Ended September 30, 2015
|
||||||||||
|
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Average Investment in Impaired Loans
|
|
Interest Income Recognized
|
||||||||
|
|
|
|
|
|
|
|
|
||||||||
1-4 family residential real estate
|
|
$
|
1,621,663
|
|
|
$
|
2,166,477
|
|
|
$
|
1,694,775
|
|
|
$
|
14,472
|
|
Commercial real estate
|
|
8,421,326
|
|
|
10,406,885
|
|
|
8,611,964
|
|
|
346,819
|
|
||||
Commercial
|
|
126,432
|
|
|
241,581
|
|
|
158,547
|
|
|
298
|
|
||||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total impaired loans
|
|
$
|
10,169,421
|
|
|
$
|
12,814,943
|
|
|
$
|
10,465,286
|
|
|
$
|
361,589
|
|
|
Three Months Ended December 31, 2015
|
|
Year Ended September 30, 2015
|
||||
|
|
|
|
||||
Balance, beginning of period
|
$
|
3,391,288
|
|
|
$
|
5,843,697
|
|
Loan accretion
|
(1,149,075
|
)
|
|
(5,874,337
|
)
|
||
Transfer from nonaccretable difference
|
—
|
|
|
3,421,928
|
|
||
Balance, end of period
|
$
|
2,242,213
|
|
|
$
|
3,391,288
|
|
|
December 31, 2015
|
|
September 30, 2015
|
||||
|
|
|
|
||||
Contractually required payments receivable
|
$
|
27,285,534
|
|
|
$
|
31,522,816
|
|
Carrying amount
|
25,566,514
|
|
|
27,353,545
|
|
|
1-4 family residential real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass (1-4)
|
$
|
178,772,466
|
|
|
$
|
360,783,972
|
|
|
$
|
39,108,577
|
|
|
$
|
61,816,380
|
|
|
$
|
10,705,770
|
|
|
$
|
651,187,165
|
|
Special Mention (5)
|
193,150
|
|
|
8,398,086
|
|
|
11,467
|
|
|
—
|
|
|
—
|
|
|
8,602,703
|
|
||||||
Substandard (6)
|
3,331,799
|
|
|
26,840,976
|
|
|
716,429
|
|
|
—
|
|
|
8,299
|
|
|
30,897,503
|
|
||||||
Doubtful (7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loss (8)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total loans
|
$
|
182,297,415
|
|
|
$
|
396,023,034
|
|
|
$
|
39,836,473
|
|
|
$
|
61,816,380
|
|
|
$
|
10,714,069
|
|
|
$
|
690,687,371
|
|
|
1-4 family residential real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass (1-4)
|
$
|
182,991,645
|
|
|
$
|
380,049,378
|
|
|
$
|
36,697,618
|
|
|
$
|
77,217,378
|
|
|
$
|
6,363,643
|
|
|
$
|
683,319,662
|
|
Special Mention (5)
|
704,509
|
|
|
4,461,662
|
|
|
12,406
|
|
|
—
|
|
|
—
|
|
|
5,178,577
|
|
||||||
Substandard (6)
|
4,347,477
|
|
|
32,064,568
|
|
|
734,375
|
|
|
—
|
|
|
28,519
|
|
|
37,174,939
|
|
||||||
Doubtful (7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loss (8)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total loans
|
$
|
188,043,631
|
|
|
$
|
416,575,608
|
|
|
$
|
37,444,399
|
|
|
$
|
77,217,378
|
|
|
$
|
6,392,162
|
|
|
$
|
725,673,178
|
|
|
Three Months Ended December 31, 2015
|
||||||||||||||||||||||||||
|
1-4 family real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Unallocated
|
|
Total
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beginning balance
|
$
|
708,671
|
|
|
$
|
7,787,165
|
|
|
$
|
473,342
|
|
|
$
|
503,112
|
|
|
$
|
16,222
|
|
|
$
|
—
|
|
|
$
|
9,488,512
|
|
Charge-offs
|
(10,841
|
)
|
|
—
|
|
|
(504
|
)
|
|
—
|
|
|
(3,222
|
)
|
|
—
|
|
|
(14,567
|
)
|
|||||||
Recoveries
|
16,646
|
|
|
91,664
|
|
|
108,998
|
|
|
—
|
|
|
4,134
|
|
|
—
|
|
|
221,442
|
|
|||||||
Provision
|
(22,266
|
)
|
|
(675,850
|
)
|
|
(17,191
|
)
|
|
(41,689
|
)
|
|
19,716
|
|
|
737,280
|
|
|
—
|
|
|||||||
Ending balance
|
$
|
692,210
|
|
|
$
|
7,202,979
|
|
|
$
|
564,645
|
|
|
$
|
461,423
|
|
|
$
|
36,850
|
|
|
$
|
737,280
|
|
|
$
|
9,695,387
|
|
Amounts allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other loans not individually evaluated
|
692,210
|
|
|
7,202,979
|
|
|
564,645
|
|
|
461,423
|
|
|
36,850
|
|
|
737,280
|
|
|
9,695,387
|
|
|||||||
Ending balance
|
$
|
692,210
|
|
|
$
|
7,202,979
|
|
|
$
|
564,645
|
|
|
$
|
461,423
|
|
|
$
|
36,850
|
|
|
$
|
737,280
|
|
|
$
|
9,695,387
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amounts collectively evaluated for impairment
|
$
|
177,812,787
|
|
|
$
|
369,590,945
|
|
|
$
|
35,449,441
|
|
|
$
|
61,816,380
|
|
|
$
|
10,714,069
|
|
|
|
|
$
|
655,383,622
|
|
||
Amounts individually evaluated for impairment
|
1,262,929
|
|
|
8,337,154
|
|
|
137,152
|
|
|
—
|
|
|
—
|
|
|
|
|
9,737,235
|
|
||||||||
Amounts related to loans acquired with deteriorated credit quality
|
3,221,699
|
|
|
18,094,935
|
|
|
4,249,880
|
|
|
—
|
|
|
—
|
|
|
|
|
25,566,514
|
|
||||||||
Ending balance
|
$
|
182,297,415
|
|
|
$
|
396,023,034
|
|
|
$
|
39,836,473
|
|
|
$
|
61,816,380
|
|
|
$
|
10,714,069
|
|
|
|
|
$
|
690,687,371
|
|
|
Year Ended September 30, 2015
|
||||||||||||||||||||||||||
|
1-4 family real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Unallocated
|
|
Total
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beginning balance
|
$
|
980,265
|
|
|
$
|
6,743,105
|
|
|
$
|
426,438
|
|
|
$
|
492,903
|
|
|
$
|
44,538
|
|
|
$
|
783,648
|
|
|
$
|
9,470,897
|
|
Charge-offs
|
(138,340
|
)
|
|
(351,841
|
)
|
|
(20,348
|
)
|
|
—
|
|
|
(18,483
|
)
|
|
—
|
|
|
(529,012
|
)
|
|||||||
Recoveries
|
15,050
|
|
|
145,338
|
|
|
316,665
|
|
|
864
|
|
|
68,710
|
|
|
—
|
|
|
546,627
|
|
|||||||
Provision
(1)
|
(148,304
|
)
|
|
1,250,563
|
|
|
(249,413
|
)
|
|
9,345
|
|
|
(78,543
|
)
|
|
(783,648
|
)
|
|
—
|
|
|||||||
Ending balance
|
$
|
708,671
|
|
|
$
|
7,787,165
|
|
|
$
|
473,342
|
|
|
$
|
503,112
|
|
|
$
|
16,222
|
|
|
$
|
—
|
|
|
$
|
9,488,512
|
|
Amounts allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other loans not individually evaluated
|
708,671
|
|
|
7,787,165
|
|
|
473,342
|
|
|
503,112
|
|
|
16,222
|
|
|
—
|
|
|
9,488,512
|
|
|||||||
Ending balance
|
$
|
708,671
|
|
|
$
|
7,787,165
|
|
|
$
|
473,342
|
|
|
$
|
503,112
|
|
|
$
|
16,222
|
|
|
$
|
—
|
|
|
$
|
9,488,512
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amounts collectively evaluated for impairment
|
$
|
182,841,754
|
|
|
$
|
385,614,400
|
|
|
$
|
36,084,518
|
|
|
$
|
77,217,378
|
|
|
$
|
6,392,162
|
|
|
|
|
$
|
688,150,212
|
|
||
Amounts individually evaluated for impairment
|
1,621,663
|
|
|
8,421,326
|
|
|
126,432
|
|
|
—
|
|
|
—
|
|
|
|
|
10,169,421
|
|
||||||||
Amounts related to loans acquired with deteriorated credit quality
|
3,580,214
|
|
|
22,539,882
|
|
|
1,233,449
|
|
|
—
|
|
|
—
|
|
|
|
|
27,353,545
|
|
||||||||
Ending balance
|
$
|
188,043,631
|
|
|
$
|
416,575,608
|
|
|
$
|
37,444,399
|
|
|
$
|
77,217,378
|
|
|
$
|
6,392,162
|
|
|
|
|
$
|
725,673,178
|
|
(1)
|
Prior to the early termination of the FDIC loss share agreements in the fourth quarter of fiscal 2015, only the Company’s loss share percentage of the provision for covered loan losses was recognized in the Statement of Income as a provision expense (benefit). The remainder was recorded as an increase (decrease) to the FDIC receivable for loss sharing agreements in the Statement of Financial Condition.
|
|
Three Months Ended
December 31, |
||||||
|
2015
|
|
2014
|
||||
Numerator:
|
|
|
|
||||
Net income
|
$
|
4,614,278
|
|
|
$
|
1,673,503
|
|
Denominator:
|
|
|
|
||||
Weighted average common shares outstanding
|
14,885,529
|
|
|
16,175,485
|
|
||
Common stock equivalents
|
659,687
|
|
|
534,058
|
|
||
Diluted shares
|
15,545,216
|
|
|
16,709,543
|
|
||
Net income per share:
|
|
|
|
||||
Basic
|
$
|
0.31
|
|
|
$
|
0.10
|
|
Diluted
|
$
|
0.30
|
|
|
$
|
0.10
|
|
|
Three Months Ended December 31, 2015
|
|
Year Ended September 30, 2015
|
||||
|
|
|
|
||||
Balance, beginning of period
|
$
|
3,410,538
|
|
|
$
|
7,315,791
|
|
Real estate acquired through foreclosure of loans receivable
|
124,979
|
|
|
3,237,134
|
|
||
Proceeds from real estate sold
|
(555,531
|
)
|
|
(7,676,904
|
)
|
||
Provision for losses on real estate owned recognized in noninterest expense
|
—
|
|
|
(246,891
|
)
|
||
Gain on sale of real estate owned recognized in noninterest expense
|
184,719
|
|
|
397,392
|
|
||
Gain on real estate sold payable to the FDIC
|
—
|
|
|
1,273,132
|
|
||
Increase of FDIC receivable for loss sharing agreements
|
—
|
|
|
(830,225
|
)
|
||
Principal reductions
|
—
|
|
|
(58,891
|
)
|
||
Balance, end of period
|
$
|
3,164,705
|
|
|
$
|
3,410,538
|
|
|
|
33,000 Options
|
|
|
|
Risk-free interest rate
|
|
1.18 - 1.40%
|
Dividend yield
|
|
1.52 - 1.58%
|
Expected life at date of grant (months)
|
|
96 months
|
Volatility
|
|
13.13 - 13.70%
|
Weighted average grant-date fair value
|
|
$1.12 - 1.31
|
|
Shares
|
|
Weighted average exercise price/share
|
|
Weighted average remaining life (years)
|
||||
|
|
|
|
|
|
||||
Options outstanding – September 30, 2015
|
1,618,652
|
|
|
$
|
9.91
|
|
|
7
|
|
Options exercised
|
—
|
|
|
—
|
|
|
—
|
|
|
Options forfeited
|
—
|
|
|
—
|
|
|
—
|
|
|
Options granted
|
33,000
|
|
|
12.71
|
|
|
10
|
|
|
Options outstanding – December 31, 2015
|
1,651,652
|
|
|
$
|
9.97
|
|
|
6
|
|
Options exercisable – December 31, 2015
|
928,138
|
|
|
$
|
9.51
|
|
|
6
|
|
|
Number of options outstanding at
December 31, 2015 |
|
|
|
Remaining contractual life in years
|
|
|
|
Exercise price per share
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
384,458
|
|
|
|
|
|
3
|
|
|
|
$
|
8.82
|
|
|
|
|
174,594
|
|
|
|
|
|
5
|
|
|
|
$
|
8.18
|
|
|
|
|
66,720
|
|
|
|
|
|
5
|
|
|
|
$
|
7.22
|
|
|
|
|
16,212
|
|
|
|
|
|
6
|
|
|
|
$
|
7.34
|
|
|
|
|
4,988
|
|
|
|
|
|
6
|
|
|
|
$
|
7.79
|
|
|
|
|
971,680
|
|
|
|
|
|
8
|
|
|
|
$
|
10.89
|
|
|
|
|
30,000
|
|
|
|
|
|
10
|
|
|
|
$
|
12.66
|
|
|
|
|
3,000
|
|
|
|
|
|
10
|
|
|
|
$
|
13.16
|
|
|
|
|
1,651,652
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares
|
|
Weighted average grant date fair
value per award |
|||
|
|
|
|
|||
Unvested restricted stock awards - September 30, 2015
|
288,077
|
|
|
$
|
10.89
|
|
Granted
|
—
|
|
|
—
|
|
|
Vested
|
72,015
|
|
|
10.89
|
|
|
Canceled or expired
|
—
|
|
|
—
|
|
|
Unvested restricted stock awards – December 31, 2015
|
216,062
|
|
|
$
|
10.89
|
|
|
December 31, 2015
|
||||||||||||||
|
Estimated Fair Value
|
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
||||||||
Collateralized loan obligations
|
$
|
39,398,339
|
|
|
$
|
—
|
|
|
$
|
39,398,339
|
|
|
$
|
—
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
FHLMC certificates
|
33,834,094
|
|
|
—
|
|
|
33,834,094
|
|
|
—
|
|
||||
FNMA certificates
|
92,879,643
|
|
|
—
|
|
|
92,879,643
|
|
|
—
|
|
||||
GNMA certificates
|
1,547,101
|
|
|
—
|
|
|
1,547,101
|
|
|
—
|
|
||||
Private-label mortgage securities:
|
|
|
|
|
|
|
|
||||||||
Investment grade
|
975,280
|
|
|
—
|
|
|
975,280
|
|
|
—
|
|
||||
Split rating
(1)
|
718,785
|
|
|
—
|
|
|
718,785
|
|
|
—
|
|
||||
Non-investment grade
|
6,634,987
|
|
|
—
|
|
|
6,634,987
|
|
|
—
|
|
||||
Total investment securities available for sale
|
175,988,229
|
|
|
—
|
|
|
175,988,229
|
|
|
—
|
|
||||
Assets held for sale
|
1,300,304
|
|
|
—
|
|
|
—
|
|
|
1,300,304
|
|
||||
Total recurring assets at fair value
|
$
|
177,288,533
|
|
|
$
|
—
|
|
|
$
|
175,988,229
|
|
|
$
|
1,300,304
|
|
(1)
|
Bonds with split ratings represent securities with both investment and non-investment grades.
|
|
September 30, 2015
|
||||||||||||||
|
Estimated Fair Value
|
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||
Assets:
|
|
|
|
|
|
|
|
||||||||
Investment securities available for sale:
|
|
|
|
|
|
|
|
||||||||
Collateralized loan obligations
|
$
|
39,496,117
|
|
|
$
|
—
|
|
|
$
|
39,496,117
|
|
|
$
|
—
|
|
Mortgage–backed securities:
|
|
|
|
|
|
|
|
||||||||
FHLMC certificates
|
35,991,442
|
|
|
—
|
|
|
35,991,442
|
|
|
—
|
|
||||
FNMA certificates
|
98,218,049
|
|
|
—
|
|
|
98,218,049
|
|
|
—
|
|
||||
GNMA certificates
|
1,558,595
|
|
|
—
|
|
|
1,558,595
|
|
|
—
|
|
||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
||||||||
FHLMC
|
39,214
|
|
|
—
|
|
|
39,214
|
|
|
—
|
|
||||
FNMA
|
63,315
|
|
|
—
|
|
|
63,315
|
|
|
—
|
|
||||
Private-label mortgage securities:
|
|
|
|
|
|
|
|
||||||||
Investment grade
|
1,031,316
|
|
|
—
|
|
|
1,031,316
|
|
|
—
|
|
||||
Split rating
(1)
|
875,416
|
|
|
—
|
|
|
875,416
|
|
|
—
|
|
||||
Non-investment grade
|
7,130,625
|
|
|
—
|
|
|
7,130,625
|
|
|
—
|
|
||||
Total investment securities available for sale
|
184,404,089
|
|
|
—
|
|
|
184,404,089
|
|
|
—
|
|
||||
Assets held for sale
|
1,657,084
|
|
|
—
|
|
|
—
|
|
|
1,657,084
|
|
||||
Total recurring assets at fair value
|
$
|
186,061,173
|
|
|
$
|
—
|
|
|
$
|
184,404,089
|
|
|
$
|
1,657,084
|
|
(1)
|
Bonds with split ratings represent securities with both investment and non-investment grades.
|
|
Three Months Ended December 31, 2015
|
|
Year Ended September 30, 2015
|
||||
|
|
|
|
||||
Fair value, beginning balance
|
$
|
1,657,084
|
|
|
$
|
1,744,584
|
|
Sales
|
(356,780
|
)
|
|
—
|
|
||
Valuation loss recognized in noninterest expense
|
—
|
|
|
(87,500
|
)
|
||
Transfers in and/or out of Level 3
|
—
|
|
|
—
|
|
||
Fair value, ending balance
|
$
|
1,300,304
|
|
|
$
|
1,657,084
|
|
|
|
|
Fair value measurements using:
|
||||||||
|
Estimated Fair Value
|
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||
December 31, 2015
|
|
|
|
|
|
|
|
||||
Impaired loans
|
3,258,405
|
|
|
—
|
|
|
—
|
|
|
3,258,405
|
|
Other real estate owned
|
3,164,705
|
|
|
—
|
|
|
—
|
|
|
3,164,705
|
|
September 30, 2015
|
|
|
|
|
|
|
|
||||
Impaired loans
|
3,357,250
|
|
|
—
|
|
|
—
|
|
|
3,357,250
|
|
Other real estate owned
|
3,410,538
|
|
|
—
|
|
|
—
|
|
|
3,410,538
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||||||||
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
General Range (Discount)
|
|
Weighted Average Discount
|
||||||
Impaired Loans
|
$
|
3,258,405
|
|
|
Property appraisals
|
|
Management discount for property type and recent market volatility
|
|
17%
|
|
—
|
|
52%
|
|
35%
|
OREO
|
$
|
3,164,705
|
|
|
Property appraisals
|
|
Management discount for property type and recent market volatility
|
|
14%
|
|
—
|
|
51%
|
|
32%
|
Assets Held for Sale
|
$
|
1,300,304
|
|
|
Valuation analysis
|
|
Management discount for property type and recent market volatility
|
|
0%
|
|
—
|
|
44%
|
|
26%
|
|
December 31, 2015
|
||||||||||||||||||
|
|
|
|
|
Estimated Fair Value
|
||||||||||||||
|
Carrying Value
|
|
Total Estimated Fair Value
|
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
51,881,302
|
|
|
$
|
51,881,302
|
|
|
$
|
51,881,302
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments available for sale
|
175,988,229
|
|
|
175,988,229
|
|
|
—
|
|
|
175,988,229
|
|
|
—
|
|
|||||
FHLB stock
|
3,005,600
|
|
|
3,005,600
|
|
|
—
|
|
|
3,005,600
|
|
|
—
|
|
|||||
Loans receivable, net
|
679,870,414
|
|
|
677,889,396
|
|
|
—
|
|
|
—
|
|
|
677,889,396
|
|
|||||
Loans held for sale
|
2,285,847
|
|
|
2,330,930
|
|
|
—
|
|
|
2,330,930
|
|
|
—
|
|
|||||
Assets held for sale
|
1,300,304
|
|
|
1,300,304
|
|
|
—
|
|
|
—
|
|
|
1,300,304
|
|
|||||
Accrued interest and dividends receivable
|
2,495,117
|
|
|
2,495,117
|
|
|
—
|
|
|
490,113
|
|
|
2,005,004
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
||||||||||
Deposits
|
$
|
744,233,967
|
|
|
$
|
744,956,126
|
|
|
$
|
—
|
|
|
$
|
744,956,126
|
|
|
$
|
—
|
|
FHLB advances
|
50,000,000
|
|
|
52,708,818
|
|
|
—
|
|
|
52,708,818
|
|
|
—
|
|
|||||
Accrued interest payable
|
226,644
|
|
|
226,644
|
|
|
—
|
|
|
226,644
|
|
|
—
|
|
|
September 30, 2015
|
||||||||||||||||||
|
|
|
|
|
Estimated Fair Value
|
||||||||||||||
|
Carrying Value
|
|
Total Estimated Fair Value
|
|
Quoted Prices in Active Markets
(Level 1) |
|
Significant Other Observable Inputs
(Level 2) |
|
Significant Unobservable Inputs
(Level 3) |
||||||||||
Financial assets:
|
|
|
|
|
|
|
|
|
|
||||||||||
Cash and cash equivalents
|
$
|
30,343,225
|
|
|
$
|
30,343,225
|
|
|
$
|
30,343,225
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Investments available for sale
|
184,404,089
|
|
|
184,404,089
|
|
|
—
|
|
|
184,404,089
|
|
|
—
|
|
|||||
FHLB stock
|
3,515,600
|
|
|
3,515,600
|
|
|
—
|
|
|
3,515,600
|
|
|
—
|
|
|||||
Loans receivable, net
|
714,761,210
|
|
|
710,729,157
|
|
|
—
|
|
|
—
|
|
|
710,729,157
|
|
|||||
Loans held for sale
|
1,406,902
|
|
|
1,444,042
|
|
|
—
|
|
|
1,444,042
|
|
|
—
|
|
|||||
Assets held for sale
|
1,657,084
|
|
|
1,657,084
|
|
|
—
|
|
|
—
|
|
|
1,657,084
|
|
|||||
Accrued interest and dividends receivable
|
2,668,406
|
|
|
2,668,406
|
|
|
—
|
|
|
517,509
|
|
|
2,150,897
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Deposits
|
$
|
738,855,076
|
|
|
$
|
739,513,754
|
|
|
$
|
—
|
|
|
$
|
739,513,754
|
|
|
$
|
—
|
|
FHLB advances
|
62,000,000
|
|
|
65,418,947
|
|
|
—
|
|
|
65,418,947
|
|
|
—
|
|
|||||
Accrued interest payable
|
221,476
|
|
|
221,476
|
|
|
—
|
|
|
221,476
|
|
|
—
|
|
(1)
|
Loans are shown net of deferred loan fees, allowance for loan losses, nonaccretable differences and accretable discounts.
|
|
|
|
Deposit Balances
|
||||||||||||||||||||||||||||
|
Deposit & Bankcard Fees
|
|
Checking
|
|
Savings
|
|
Money Market
|
|
Total Core Deposits
|
|
Retail Certificates of Deposit
|
|
Wholesale Certificates of Deposit
|
|
Total Deposits
|
||||||||||||||||
|
|
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
December 31, 2015
|
$
|
2,898
|
|
|
$
|
331,570
|
|
|
$
|
50,017
|
|
|
$
|
131,997
|
|
|
$
|
513,584
|
|
|
$
|
200,061
|
|
|
$
|
30,589
|
|
|
$
|
744,234
|
|
September 30, 2015
|
2,767
|
|
|
327,373
|
|
|
50,566
|
|
|
127,215
|
|
|
505,154
|
|
|
198,124
|
|
|
35,577
|
|
|
738,855
|
|
||||||||
June 30, 2015
|
2,679
|
|
|
328,961
|
|
|
51,292
|
|
|
125,468
|
|
|
505,721
|
|
|
197,750
|
|
|
30,767
|
|
|
734,238
|
|
||||||||
March 31, 2015
|
2,507
|
|
|
328,012
|
|
|
49,848
|
|
|
122,990
|
|
|
500,850
|
|
|
205,118
|
|
|
30,835
|
|
|
736,803
|
|
||||||||
December 31, 2014
|
2,530
|
|
|
310,891
|
|
|
48,380
|
|
|
124,017
|
|
|
483,288
|
|
|
218,187
|
|
|
—
|
|
|
701,475
|
|
||||||||
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
|
|
|
|
Loan Accretion (Amortization)
|
||||||||||||||||||||||||||||||||||||
|
|
2009
|
|
2010
|
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
|
1Q 2016
|
|
|
Remaining
(2)
|
||||||||||||||||||
|
|
(in thousands)
|
||||||||||||||||||||||||||||||||||||
NCB
|
|
$
|
1,698
|
|
|
$
|
4,519
|
|
|
$
|
2,272
|
|
|
$
|
751
|
|
|
$
|
844
|
|
|
$
|
239
|
|
|
$
|
68
|
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
MCB
|
|
—
|
|
|
3,242
|
|
|
5,742
|
|
|
3,740
|
|
|
3,086
|
|
|
3,110
|
|
|
2,621
|
|
|
|
285
|
|
|
|
466
|
|
|||||||||
FNB
|
|
—
|
|
|
—
|
|
|
252
|
|
|
4,497
|
|
|
4,993
|
|
|
3,245
|
|
|
3,256
|
|
|
|
884
|
|
|
|
1,828
|
|
|||||||||
Total
|
|
1,698
|
|
|
7,761
|
|
|
8,266
|
|
|
8,988
|
|
|
8,923
|
|
|
6,594
|
|
|
5,945
|
|
|
|
1,169
|
|
|
|
2,294
|
|
|||||||||
Amortization
(1)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,507
|
)
|
|
(2,387
|
)
|
|
|
—
|
|
|
|
—
|
|
|||||||||
Net
|
|
$
|
1,698
|
|
|
$
|
7,761
|
|
|
$
|
8,266
|
|
|
$
|
8,988
|
|
|
$
|
8,923
|
|
|
$
|
3,087
|
|
|
$
|
3,558
|
|
|
|
$
|
1,169
|
|
|
|
$
|
2,294
|
|
(1)
|
Based on revised estimated cash flows related to covered loans,
$2.4 million
of the FDIC indemnification asset was amortized as an offset to loan interest income in the year ended September 30, 2015 and
$3.5 million
in the year ended September 30, 2014.
|
(2)
|
Due to the termination of all loss share agreements with the FDIC in the fourth quarter of fiscal 2015, the FDIC indemnification asset was fully impaired and no amortization will be taken in future periods.
|
|
Three Months Ended
|
||||||||
|
December 31, 2015
|
|
September 30, 2015
|
|
June 30, 2015
|
|
March 31, 2015
|
|
December 31, 2014
|
|
|
|
|
|
|
|
|
|
|
Yield on loans
|
5.33%
|
|
5.40%
|
|
5.02%
|
|
4.95%
|
|
5.14%
|
Yield on securities
|
2.10%
|
|
2.00%
|
|
1.99%
|
|
2.01%
|
|
1.85%
|
Yield on assets
|
4.56%
|
|
4.58%
|
|
4.16%
|
|
4.10%
|
|
4.07%
|
|
|
|
|
|
|
|
|
|
|
Cost of deposits
|
0.42%
|
|
0.42%
|
|
0.43%
|
|
0.43%
|
|
0.48%
|
Cost of CDs
|
0.88%
|
|
0.88%
|
|
0.92%
|
|
0.93%
|
|
1.04%
|
Cost of interest bearing checking
|
0.12%
|
|
0.13%
|
|
0.12%
|
|
0.12%
|
|
0.13%
|
Cost of bank rewarded checking
|
0.20%
|
|
0.20%
|
|
0.20%
|
|
0.20%
|
|
0.23%
|
Cost of savings
|
0.03%
|
|
0.02%
|
|
0.02%
|
|
0.02%
|
|
0.02%
|
Cost of MMDA
|
0.23%
|
|
0.22%
|
|
0.20%
|
|
0.21%
|
|
0.22%
|
Cost of borrowings
|
4.28%
|
|
3.81%
|
|
4.36%
|
|
4.29%
|
|
4.35%
|
Cost of liabilities
|
0.71%
|
|
0.70%
|
|
0.72%
|
|
0.74%
|
|
0.80%
|
|
|
|
|
|
|
|
|
|
|
Loan/deposit spread
|
4.91%
|
|
4.98%
|
|
4.59%
|
|
4.52%
|
|
4.66%
|
Asset/liability spread
|
3.85%
|
|
3.88%
|
|
3.44%
|
|
3.36%
|
|
3.27%
|
|
For the Three Months Ended December 31,
|
||||||||||||||||||||
|
2015
|
|
2014
|
||||||||||||||||||
|
Average Balance
|
|
Interest
|
|
Average Yield/Cost
(10)
|
|
Average Balance
|
|
Interest
|
|
Average Yield/Cost
(10)
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-earning deposits in other financial institutions
|
$
|
23,371
|
|
|
$
|
12
|
|
|
0.21
|
%
|
|
$
|
63,892
|
|
|
$
|
41
|
|
|
0.26
|
%
|
FHLB common stock and other equity securities
|
3,078
|
|
|
39
|
|
|
5.06
|
|
|
3,460
|
|
|
37
|
|
|
4.24
|
|
||||
Mortgage-backed securities and collateralized mortgage obligations available for sale
|
141,087
|
|
|
682
|
|
|
1.93
|
|
|
173,610
|
|
|
831
|
|
|
1.91
|
|
||||
Other investment securities available for sale
(1)
|
39,486
|
|
|
264
|
|
|
2.67
|
|
|
15,549
|
|
|
45
|
|
|
1.15
|
|
||||
Loans receivable
(1)(2)(3)(4)
|
707,926
|
|
|
8,273
|
|
|
4.67
|
|
|
624,082
|
|
|
7,343
|
|
|
4.71
|
|
||||
Accretion and amortization of loss share loans receivable
(5)
|
|
|
1,169
|
|
|
0.66
|
|
|
|
|
672
|
|
|
0.43
|
|
||||||
Total interest-earning assets
|
914,948
|
|
|
10,439
|
|
|
4.56
|
|
|
880,593
|
|
|
8,969
|
|
|
4.07
|
|
||||
Total noninterest-earning assets
|
94,441
|
|
|
|
|
|
|
|
110,087
|
|
|
|
|
|
|
||||||
Total assets
|
$
|
1,009,389
|
|
|
|
|
|
|
|
$
|
990,680
|
|
|
|
|
|
|
||||
Liabilities and Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest bearing checking
|
$
|
177,536
|
|
|
$
|
55
|
|
|
0.12
|
%
|
|
$
|
166,124
|
|
|
$
|
54
|
|
|
0.13
|
%
|
Bank rewarded checking
|
46,705
|
|
|
23
|
|
|
0.20
|
|
|
47,313
|
|
|
27
|
|
|
0.23
|
|
||||
Savings accounts
|
50,390
|
|
|
4
|
|
|
0.03
|
|
|
48,232
|
|
|
2
|
|
|
0.02
|
|
||||
Money market deposit accounts
|
130,890
|
|
|
75
|
|
|
0.23
|
|
|
125,302
|
|
|
69
|
|
|
0.22
|
|
||||
Certificate of deposit accounts
|
232,011
|
|
|
508
|
|
|
0.88
|
|
|
224,592
|
|
|
581
|
|
|
1.04
|
|
||||
Total interest-bearing deposits
|
637,532
|
|
|
665
|
|
|
0.42
|
|
|
611,563
|
|
|
733
|
|
|
0.48
|
|
||||
Borrowed funds
|
51,630
|
|
|
553
|
|
|
4.28
|
|
|
55,381
|
|
|
603
|
|
|
4.35
|
|
||||
Total interest-bearing liabilities
|
689,162
|
|
|
1,218
|
|
|
0.71
|
|
|
666,944
|
|
|
1,336
|
|
|
0.80
|
|
||||
Noninterest-bearing deposits
|
103,433
|
|
|
|
|
|
|
|
95,240
|
|
|
|
|
|
|
||||||
Other noninterest-bearing liabilities
|
10,916
|
|
|
|
|
|
|
|
11,630
|
|
|
|
|
|
|
||||||
Total noninterest-bearing liabilities
|
114,349
|
|
|
|
|
|
|
|
106,870
|
|
|
|
|
|
|
||||||
Total liabilities
|
803,511
|
|
|
|
|
|
|
|
773,814
|
|
|
|
|
|
|
||||||
Total stockholders' equity
|
205,878
|
|
|
|
|
|
|
|
216,866
|
|
|
|
|
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
1,009,389
|
|
|
|
|
|
|
|
$
|
990,680
|
|
|
|
|
|
|
||||
Net interest income
|
|
|
|
$
|
9,221
|
|
|
|
|
|
|
|
|
$
|
7,633
|
|
|
|
|
||
Net interest-earning assets
(6)
|
|
|
|
$
|
225,786
|
|
|
|
|
|
|
|
|
$
|
213,649
|
|
|
|
|
||
Net interest rate spread
(7)
|
|
|
|
|
|
|
3.85
|
%
|
|
|
|
|
|
|
|
3.27
|
%
|
||||
Net interest margin
(8)
|
|
|
|
|
|
|
4.03
|
%
|
|
|
|
|
|
|
|
3.47
|
%
|
||||
Net interest margin, excluding the effects of purchase accounting
(9)
|
|
|
|
|
3.51
|
%
|
|
|
|
|
|
3.14
|
%
|
||||||||
Ratio of average interest-earning assets to average interest-bearing liabilities
|
|
|
|
|
132.76
|
%
|
|
|
|
|
|
132.03
|
%
|
(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
$3.1 million
and
$5.5 million
for the three months ended
December 31, 2015
and
December 31, 2014
, respectively.
|
(10)
|
Annualized.
|
|
For the Three Months Ended December 31, 2015
Compared to the Three Months Ended December 31, 2014 |
||||||||||||||
|
Increase/(Decrease) Due to
|
||||||||||||||
|
Volume
|
|
Rate
|
|
Combined
|
|
Net
|
||||||||
|
(dollars in thousands)
|
||||||||||||||
Interest Income:
|
|
|
|
|
|
|
|
||||||||
Interest-earning deposits in other financial institutions
|
$
|
(26
|
)
|
|
$
|
(7
|
)
|
|
$
|
4
|
|
|
$
|
(29
|
)
|
FHLB common stock and other equity securities
|
(4
|
)
|
|
7
|
|
|
(1
|
)
|
|
2
|
|
||||
Mortgage-backed securities and collateralized mortgage obligations available for sale
|
(156
|
)
|
|
9
|
|
|
(2
|
)
|
|
(149
|
)
|
||||
Other investment securities available for sale
|
69
|
|
|
59
|
|
|
91
|
|
|
219
|
|
||||
Loans receivable
|
1,077
|
|
|
309
|
|
|
41
|
|
|
1,427
|
|
||||
Total interest-earning assets
|
$
|
960
|
|
|
$
|
377
|
|
|
$
|
133
|
|
|
$
|
1,470
|
|
Interest Expense:
|
|
|
|
|
|
|
|
||||||||
Checking accounts
|
$
|
4
|
|
|
$
|
(7
|
)
|
|
$
|
—
|
|
|
$
|
(3
|
)
|
Savings accounts
|
—
|
|
|
2
|
|
|
—
|
|
|
2
|
|
||||
Money market deposit accounts
|
3
|
|
|
2
|
|
|
1
|
|
|
6
|
|
||||
Certificate of deposit accounts
|
19
|
|
|
(89
|
)
|
|
(3
|
)
|
|
(73
|
)
|
||||
Total interest-bearing deposits
|
26
|
|
|
(92
|
)
|
|
(2
|
)
|
|
(68
|
)
|
||||
Borrowed funds
|
(41
|
)
|
|
(10
|
)
|
|
1
|
|
|
(50
|
)
|
||||
Total interest-bearing liabilities
|
$
|
(15
|
)
|
|
$
|
(102
|
)
|
|
$
|
(1
|
)
|
|
$
|
(118
|
)
|
Net change in net interest income
|
$
|
975
|
|
|
$
|
479
|
|
|
$
|
134
|
|
|
$
|
1,588
|
|
|
For the Three Months Ended
|
||||||||||||||||||
|
Dec 31, 2015
|
|
Sep 30, 2015
|
|
Jun 30, 2015
|
|
Mar 31, 2015
|
|
Dec 31, 2014
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Service charges on deposit accounts
|
$
|
1,753
|
|
|
$
|
1,691
|
|
|
$
|
1,663
|
|
|
$
|
1,513
|
|
|
$
|
1,582
|
|
Bankcard fees
|
1,146
|
|
|
1,076
|
|
|
1,016
|
|
|
994
|
|
|
948
|
|
|||||
Gain on sale of loans and loan servicing release fees
|
348
|
|
|
459
|
|
|
435
|
|
|
352
|
|
|
367
|
|
|||||
Brokerage commissions
|
142
|
|
|
165
|
|
|
211
|
|
|
202
|
|
|
154
|
|
|||||
Bank owned life insurance
|
321
|
|
|
321
|
|
|
321
|
|
|
279
|
|
|
324
|
|
|||||
Gain (loss) on investment securities available for sale
|
36
|
|
|
—
|
|
|
—
|
|
|
(28
|
)
|
|
1
|
|
|||||
FDIC receivable (impairment) accretion
|
—
|
|
|
(2,529
|
)
|
|
20
|
|
|
27
|
|
|
47
|
|
|||||
Other
(1)
|
3,085
|
|
|
313
|
|
|
150
|
|
|
112
|
|
|
143
|
|
|||||
Total noninterest income
|
$
|
6,831
|
|
|
$
|
1,496
|
|
|
$
|
3,816
|
|
|
$
|
3,451
|
|
|
$
|
3,566
|
|
(1)
|
$2.9 million of recoveries on loans that were previously covered by loss share agreements with the FDIC were recognized in noninterest income in the three months ended December 31, 2015.
|
|
For the Three Months Ended
|
||||||||||||||||||
|
Dec 31, 2015
|
|
Sep 30, 2015
|
|
Jun 30, 2015
|
|
Mar 31, 2015
|
|
Dec 31, 2014
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Salaries and employee benefits
|
$
|
5,263
|
|
|
$
|
5,586
|
|
|
$
|
5,035
|
|
|
$
|
5,078
|
|
|
$
|
5,014
|
|
Occupancy
|
1,910
|
|
|
2,030
|
|
|
1,927
|
|
|
1,838
|
|
|
1,876
|
|
|||||
Legal and professional
|
380
|
|
|
404
|
|
|
352
|
|
|
385
|
|
|
241
|
|
|||||
Marketing
|
261
|
|
|
344
|
|
|
306
|
|
|
367
|
|
|
265
|
|
|||||
Furniture and equipment
|
168
|
|
|
278
|
|
|
229
|
|
|
224
|
|
|
151
|
|
|||||
Postage, office supplies, and printing
|
185
|
|
|
186
|
|
|
222
|
|
|
224
|
|
|
241
|
|
|||||
Core deposit intangible amortization expense
|
49
|
|
|
60
|
|
|
64
|
|
|
68
|
|
|
74
|
|
|||||
Federal insurance premiums and other regulatory fees
|
224
|
|
|
191
|
|
|
189
|
|
|
180
|
|
|
196
|
|
|||||
Net (benefit) cost of operations of other real estate owned
|
(21
|
)
|
|
(19
|
)
|
|
(30
|
)
|
|
142
|
|
|
(57
|
)
|
|||||
Other
|
659
|
|
|
922
|
|
|
757
|
|
|
557
|
|
|
735
|
|
|||||
Total noninterest expense
|
$
|
9,078
|
|
|
$
|
9,982
|
|
|
$
|
9,051
|
|
|
$
|
9,063
|
|
|
$
|
8,736
|
|
|
December 31, 2015
|
|
September 30, 2015
|
||||
|
(dollars in thousands)
|
||||||
Nonaccrual loans:
(1) (2)
|
|
|
|
||||
1-4 family residential real estate
|
$
|
1,112
|
|
|
$
|
1,470
|
|
Commercial real estate
|
1,210
|
|
|
2,513
|
|
||
Commercial
|
137
|
|
|
126
|
|
||
Real estate construction
|
—
|
|
|
—
|
|
||
Consumer and other loans
|
4
|
|
|
5
|
|
||
Total nonaccrual loans
|
2,463
|
|
|
4,114
|
|
||
Loans delinquent 90 days or greater and still accruing:
|
|
|
|
||||
1-4 family residential real estate
|
14
|
|
|
14
|
|
||
Commercial real estate
|
—
|
|
|
—
|
|
||
Commercial
|
—
|
|
|
—
|
|
||
Real estate construction
|
—
|
|
|
—
|
|
||
Consumer and other loans
|
—
|
|
|
—
|
|
||
Total loans delinquent 90 days or greater and still accruing
|
14
|
|
|
14
|
|
||
Total nonperforming loans
|
2,477
|
|
|
4,128
|
|
||
Other real estate owned:
|
|
|
|
||||
1-4 family residential real estate
|
919
|
|
|
1,104
|
|
||
Commercial real estate
|
2,246
|
|
|
2,307
|
|
||
Commercial
|
—
|
|
|
—
|
|
||
Real estate construction
|
—
|
|
|
—
|
|
||
Consumer and other loans
|
—
|
|
|
—
|
|
||
Total real estate owned
|
3,165
|
|
|
3,411
|
|
||
Total nonperforming assets
|
$
|
5,642
|
|
|
$
|
7,539
|
|
Ratios:
|
|
|
|
||||
Nonperforming loans as a percentage of total loans, gross
|
0.36
|
%
|
|
0.57
|
%
|
||
Nonperforming assets as a percentage of total assets
|
0.56
|
%
|
|
0.73
|
%
|
(1)
|
Included in nonaccrual loans is
$317,000
and
$1.6 million
of non-accruing troubled debt restructured loans at
December 31, 2015
and
September 30, 2015
, respectively.
|
(2)
|
Acquired FAS ASC 310-30 loans that were previously covered under loss share agreements with the FDIC, and have associated accretable discount remaining, in the amount of
$656,000
and
$4.8 million
are excluded from this table as of
December 31, 2015
and
September 30, 2015
, respectively. Due to the recognition of accretion income that was established at the time of acquisition, FAS ASC 310-30 loans that were greater than 90 days delinquent or otherwise considered nonperforming loans are regarded as performing loans for reporting purposes.
|
|
Three Months Ended December 31, 2015
|
||||||||||||||||||||||||||
|
1-4 family real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Unallocated
|
|
Total
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beginning balance
|
$
|
708,671
|
|
|
$
|
7,787,165
|
|
|
$
|
473,342
|
|
|
$
|
503,112
|
|
|
$
|
16,222
|
|
|
$
|
—
|
|
|
$
|
9,488,512
|
|
Charge-offs
|
(10,841
|
)
|
|
—
|
|
|
(504
|
)
|
|
—
|
|
|
(3,222
|
)
|
|
—
|
|
|
(14,567
|
)
|
|||||||
Recoveries
|
16,646
|
|
|
91,664
|
|
|
108,998
|
|
|
—
|
|
|
4,134
|
|
|
—
|
|
|
221,442
|
|
|||||||
Provision
|
(22,266
|
)
|
|
(675,850
|
)
|
|
(17,191
|
)
|
|
(41,689
|
)
|
|
19,716
|
|
|
737,280
|
|
|
—
|
|
|||||||
Ending balance
|
$
|
692,210
|
|
|
$
|
7,202,979
|
|
|
$
|
564,645
|
|
|
$
|
461,423
|
|
|
$
|
36,850
|
|
|
$
|
737,280
|
|
|
$
|
9,695,387
|
|
Amounts allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Other loans not individually evaluated
|
692,210
|
|
|
7,202,979
|
|
|
564,645
|
|
|
461,423
|
|
|
36,850
|
|
|
737,280
|
|
|
9,695,387
|
|
|||||||
Ending balance
|
$
|
692,210
|
|
|
$
|
7,202,979
|
|
|
$
|
564,645
|
|
|
$
|
461,423
|
|
|
$
|
36,850
|
|
|
$
|
737,280
|
|
|
$
|
9,695,387
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amounts collectively evaluated for impairment
|
$
|
177,812,787
|
|
|
$
|
369,590,945
|
|
|
$
|
35,449,441
|
|
|
$
|
61,816,380
|
|
|
$
|
10,714,069
|
|
|
|
|
$
|
655,383,622
|
|
||
Amounts individually evaluated for impairment
|
1,262,929
|
|
|
8,337,154
|
|
|
137,152
|
|
|
—
|
|
|
—
|
|
|
|
|
9,737,235
|
|
||||||||
Amounts related to loans acquired with deteriorated credit quality
|
3,221,699
|
|
|
18,094,935
|
|
|
4,249,880
|
|
|
—
|
|
|
—
|
|
|
|
|
25,566,514
|
|
||||||||
Ending balance
|
$
|
182,297,415
|
|
|
$
|
396,023,034
|
|
|
$
|
39,836,473
|
|
|
$
|
61,816,380
|
|
|
$
|
10,714,069
|
|
|
|
|
$
|
690,687,371
|
|
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To be Well Capitalized Under Prompt Corrective Action Provisions
|
|||||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
December 31, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital (to risk-weighted assets)
|
|
$
|
182,496
|
|
|
23.23
|
%
|
|
$
|
62,839
|
|
|
8.00
|
%
|
|
$
|
78,549
|
|
|
10.00
|
%
|
Tier 1 risk-based capital (to risk-weighted assets)
|
|
172,801
|
|
|
22.00
|
|
|
47,129
|
|
|
6.00
|
|
|
62,839
|
|
|
8.00
|
|
|||
Common equity tier 1 risk-based capital (to risk-weighted assets)
|
|
172,801
|
|
|
22.00
|
|
|
35,347
|
|
|
4.50
|
|
|
51,057
|
|
|
6.50
|
|
|||
Tier 1 leverage (to average assets)
|
|
172,801
|
|
|
17.19
|
|
|
40,213
|
|
|
4.00
|
|
|
50,266
|
|
|
5.00
|
|
|||
September 30, 2015
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital (to risk-weighted assets)
|
|
$
|
177,322
|
|
|
21.71
|
%
|
|
$
|
65,350
|
|
|
8.00
|
%
|
|
$
|
81,687
|
|
|
10.00
|
%
|
Tier 1 risk-based capital (to risk-weighted assets)
|
|
167,834
|
|
|
20.55
|
|
|
49,012
|
|
|
6.00
|
|
|
65,350
|
|
|
8.00
|
|
|||
Common equity tier 1 risk-based capital (to risk-weighted assets)
|
|
167,834
|
|
|
20.55
|
|
|
36,759
|
|
|
4.50
|
|
|
53,097
|
|
|
6.50
|
|
|||
Tier 1 leverage (to average assets)
|
|
167,834
|
|
|
16.04
|
|
|
41,857
|
|
|
4.00
|
|
|
52,321
|
|
|
5.00
|
|
•
|
selling fixed rate mortgages we originate to the secondary market;
|
•
|
maintaining the diversity of our existing loan portfolio by originating commercial real estate and consumer loans, which typically have adjustable rates and/or shorter terms than residential mortgages;
|
•
|
emphasizing loans with adjustable interest rates;
|
•
|
maintaining fixed rate borrowings from the FHLB 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
|
|
$
|
213,311
|
|
|
$
|
(10,401
|
)
|
|
(4.6)%
|
|
21.3%
|
|
(1.0)%
|
200
|
|
$
|
216,837
|
|
|
$
|
(6,875
|
)
|
|
(3.1)%
|
|
21.6%
|
|
(0.7)%
|
100
|
|
$
|
220,329
|
|
|
$
|
(3,383
|
)
|
|
(1.5)%
|
|
22.0%
|
|
(0.3)%
|
—
|
|
$
|
223,712
|
|
|
$
|
—
|
|
|
—%
|
|
22.3%
|
|
—%
|
(100)
|
|
$
|
217,984
|
|
|
$
|
(5,728
|
)
|
|
(2.6)%
|
|
21.8%
|
|
(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.
|
(a)
|
Not applicable
|
(b)
|
Not applicable
|
(c)
|
The following table presents a summary of the Company's share repurchases during the quarter ended
December 31, 2015
:
|
Shares repurchased during the period:
|
|
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)
|
|||||
|
|
|
|
|
|
|
|
|
|||||
October 1 - October 31, 2015
|
|
83,907
|
|
|
$
|
12.71
|
|
|
7,171,483
|
|
|
325,094
|
|
November 1 - November 30, 2015
|
|
24,112
|
|
|
$
|
13.27
|
|
|
7,195,595
|
|
|
300,982
|
|
December 1 - December 31, 2015
|
|
690,571
|
|
|
$
|
12.92
|
|
|
7,886,166
|
|
|
410,411
|
|
Total
|
|
798,590
|
|
|
$
|
12.91
|
|
|
7,886,166
|
|
|
410,411
|
|
(
1)
|
In December 2015, the Company's Board of Directors approved a stock repurchase program, the fifth approved and announced program since December 2013, allowing the repurchase of up to 800,000 shares, or approximately 5%, of the Company's outstanding shares. As a result of the five share repurchase programs initiated in December 2013 and following, shares have been repurchased at a total cost of approximately
$89.1 million
.
|
Exhibit No.
|
|
Description
|
|
|
|
2.1
|
|
Agreement and Plan of Merger, dated as of December 3, 2015, by and among Charter Financial Corporation, CHFN Merger Sub, LLC and CBS Financial Corporation
|
|
|
|
3.1
|
|
Articles of Incorporation of Charter Financial Corporation
(1)
|
|
|
|
3.2
|
|
Bylaws of Charter Financial Corporation
(2)
|
|
|
|
4.1
|
|
Specimen Stock Certificate of Charter Financial Corporation
(3)
|
|
|
|
31.1
|
|
Rule 13a-14(a)/15d-14(c) Certification of Chief Executive Officer
|
|
|
|
31.2
|
|
Rule 13a-14(a)/15d-14(c) Certification of Chief Financial Officer
|
|
|
|
32.1
|
|
Section 1350 Certifications
|
|
|
|
101
|
|
Interactive data files pursuant to Rule 405 of Regulation S-T: (i) the Condensed Consolidated Statements of Financial Condition as of December 31, 2015 and September 30, 2015, (ii) the Unaudited Condensed Consolidated Statements of Income for the three months ended December 31, 2015 and 2014, (iii) the Unaudited Condensed Consolidated Statements of Changes in Stockholders’ Equity for the three months ended December 31, 2015 and the year ended September 30, 2015 (iv) the Unaudited Condensed Consolidated Comprehensive Income for the three months ended December 31, 2015 and 2014, (v) the Unaudited Condensed Consolidated Statements of Cash Flows for the three months ended December 31, 2015 and 2014, and (vi) the Notes to the Unaudited Condensed Consolidated Financial Statements.
|
(1)
|
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.
|
(2)
|
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.
|
(3)
|
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.
|
|
|
CHARTER FINANCIAL CORPORATION
|
|
|
|
|
|
|
|
Date:
|
February 8, 2016
|
By:
|
/s/ Robert L. Johnson
|
|
|
|
|
Robert L. Johnson
|
|
|
|
|
Chairman, President and Chief Executive Officer
|
|
|
|
|
|
|
Date:
|
February 8, 2016
|
By:
|
/s/ Curtis R. Kollar
|
|
|
|
|
Curtis R. Kollar
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
1
|
|
|
|
|
1.1
MERGER.
|
|
1
|
1.2
TIME AND PLACE OF CLOSING.
|
|
1
|
1.3
SUBSEQUENT MERGERS.
|
|
2
|
1.4
RESTRUCTURING OF THE MERGER.
|
|
2
|
1.5
EFFECTIVE TIME.
|
|
2
|
|
|
|
|
3
|
|
|
|
|
2.1
ARTICLES OF INCORPORATION.
|
|
3
|
2.2
BYLAWS.
|
|
3
|
2.3
DIRECTORS.
|
|
3
|
2.4
OFFICERS AND EMPLOYEES.
|
|
3
|
|
|
|
|
3
|
|
|
|
|
3.1
CONVERSION OF SHARES.
|
|
3
|
3.2
DISSENTING SHAREHOLDERS.
|
|
4
|
3.3
TREATMENT OF STOCK OPTIONS AND SARS.
|
|
5
|
|
|
|
|
6
|
|
|
|
|
4.1
PROCEDURES.
|
|
6
|
4.2
RIGHTS OF FORMER SELLER SHAREHOLDERS.
|
|
7
|
4.3
RETURN OF PAYMENT FUND.
|
|
7
|
|
|
|
|
8
|
|
|
|
|
5.1
ORGANIZATION, STANDING, AND POWER.
|
|
8
|
5.2
AUTHORITY OF SELLER; NO BREACH BY AGREEMENT.
|
|
8
|
5.3
CAPITAL STOCK.
|
|
9
|
5.4
SELLER SUBSIDIARIES.
|
|
11
|
5.5
SECURITIES.
|
|
11
|
5.6
FINANCIAL STATEMENTS.
|
|
12
|
5.7
ABSENCE OF UNDISCLOSED LIABILITIES.
|
|
12
|
5.8
ABSENCE OF CERTAIN CHANGES OR EVENTS.
|
|
13
|
5.9
TAX MATTERS.
|
|
13
|
5.10
TRANSACTIONS WITH AFFILIATES.
|
|
16
|
5.11
LOANS.
|
|
16
|
5.12
ASSETS.
|
|
18
|
5.13
COMMUNITY REINVESTMENT ACT COMPLIANCE.
|
|
20
|
5.14
INTELLECTUAL PROPERTY.
|
|
21
|
5.15
ENVIRONMENTAL MATTERS.
|
|
21
|
5.16
COMPLIANCE WITH LAWS.
|
|
22
|
5.17
LABOR RELATIONS.
|
|
23
|
5.18
EMPLOYEE BENEFIT PLANS.
|
|
24
|
5.19
MATERIAL CONTRACTS.
|
|
27
|
5.20
PRIVACY OF CUSTOMER INFORMATION.
|
|
28
|
5.21
LEGAL PROCEEDINGS.
|
|
29
|
5.22
REPORTS.
|
|
29
|
5.23
BOOKS AND RECORDS.
|
|
29
|
5.24
LOANS TO EXECUTIVE OFFICERS AND DIRECTORS.
|
|
30
|
5.25
STATEMENTS TRUE AND CORRECT.
|
|
30
|
5.26
REGULATORY MATTERS.
|
|
30
|
5.27
STATE TAKEOVER LAWS.
|
|
30
|
5.28
CHARTER PROVISIONS.
|
|
31
|
5.29
TRUST BUSINESS.
|
|
31
|
5.30
SUPPORT AGREEMENTS.
|
|
31
|
5.31
BROKERS.
|
|
31
|
5.32
OPINION OF FINANCIAL ADVISOR.
|
|
31
|
5.33
BOARD RECOMMENDATION
|
|
31
|
5.34
INVESTMENT SECURITIES.
|
|
32
|
5.35
DERIVATIVE INSTRUMENTS.
|
|
32
|
5.36
DISASTER RECOVERY AND BUSINESS CONTINUITY.
|
|
33
|
5.37
BANK SECRECY ACT; PATRIOT ACT; ANTI-MONEY LAUNDERING.
|
|
33
|
5.38
TRANSACTION EXPENSES.
|
|
33
|
5.39
NO FURTHER REPRESENTATIONS.
|
|
33
|
|
|
|
|
34
|
|
|
|
|
6.1
ORGANIZATION, STANDING AND POWER.
|
|
34
|
6.2
AUTHORITY; NO BREACH BY AGREEMENT.
|
|
34
|
6.3
FINANCING.
|
|
35
|
6.4
LEGAL PROCEEDINGS.
|
|
35
|
6.5
COMPLIANCE WITH LAWS.
|
|
35
|
6.6
ABSENCE OF CERTAIN CHANGES OR EVENTS.
|
|
35
|
6.7
REGULATORY MATTERS.
|
|
35
|
6.8
STATEMENTS TRUE AND CORRECT.
|
|
36
|
6.9
NO FURTHER REPRESENTATIONS.
|
|
36
|
|
|
|
|
36
|
|
|
|
|
7.1
AFFIRMATIVE COVENANTS OF SELLER.
|
|
36
|
7.2
NEGATIVE COVENANTS OF SELLER.
|
|
38
|
7.3
COVENANTS OF BUYER.
|
|
41
|
7.4
ADVERSE CHANGES IN CONDITION.
|
|
41
|
7.5
REPORTS.
|
|
41
|
|
|
|
|
42
|
|
|
|
|
8.1
STAY BONUS POOL.
|
|
42
|
8.2
PROXY STATEMENT; SHAREHOLDER APPROVAL.
|
|
42
|
8.3
BOARD OF DIRECTORS; ADVISORY BOARD.
|
|
42
|
8.4
OTHER OFFERS, ETC.
|
|
42
|
8.5
CERTAIN ACTIONS.
|
|
43
|
8.6
CONSENTS OF REGULATORY AUTHORITIES.
|
|
45
|
8.7
AGREEMENT AS TO EFFORTS TO CONSUMMATE.
|
|
45
|
8.8
FILINGS WITH STATE OFFICES.
|
|
45
|
8.9
INVESTIGATION AND CONFIDENTIALITY.
|
|
46
|
8.10
PRESS RELEASES.
|
|
46
|
8.11
CHARTER PROVISIONS.
|
|
47
|
8.12
STATE TAKEOVER LAWS.
|
|
47
|
8.13
EMPLOYEE BENEFITS AND CONTRACTS; DIRECTORS.
|
|
47
|
8.14
D&O INDEMNIFICATION.
|
|
49
|
8.15
TRUST PREFERRED SECURITIES.
|
|
50
|
8.16
DELIVERY OF SELLER DISCLOSURE MEMORANDUM AND DISCLOSURE SUPPLEMENTS.
|
|
50
|
8.17
ADDITIONAL ACTIONS.
|
|
51
|
|
|
|
|
51
|
|
|
|
|
9.1
S CORPORATION STATUS.
|
|
51
|
9.2
338(H)(10) ELECTION.
|
|
52
|
9.3
TAX RETURNS.
|
|
52
|
9.4
338(H)(10) PAYMENTS.
|
|
54
|
|
|
|
|
54
|
|
|
|
|
10.1
CONDITIONS TO OBLIGATIONS OF EACH PARTY.
|
|
54
|
10.2
CONDITIONS TO OBLIGATIONS OF BUYER AND MERGER SUB.
|
|
55
|
10.3
CONDITIONS TO OBLIGATIONS OF SELLER.
|
|
56
|
|
|
|
|
57
|
|
|
|
|
11.1
TERMINATION.
|
|
57
|
11.2
EFFECT OF TERMINATION.
|
|
59
|
|
|
|
|
60
|
|
|
|
|
12.1
DEFINITIONS.
|
|
60
|
12.2
EXPENSES.
|
|
70
|
12.3
BROKERS AND FINDERS.
|
|
71
|
12.4
ENTIRE AGREEMENT.
|
|
71
|
12.5
AMENDMENTS.
|
|
71
|
Term
|
Page
|
|
Term
|
Page
|
338(h)(10) Distribution
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54
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Loan Tape
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17
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338(h)(10) Election
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52
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Maximum Amount
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49
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338(h)(10) Option Payment
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54
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Merger
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1
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Agreement
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1
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Merger 2
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2
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Allocation Schedule
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52
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Merger Consideration
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4
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Allowance
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17
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Notice Period
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44
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Bank Merger
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2
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OCC
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1
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Buyer
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1
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Outside Date
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57
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Buyer Terminating Breach
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58
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Owned Real Property
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19
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CERCLA
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64
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PATRIOT Act
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33
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Certificates
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6
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Paying Agent
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6
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Closing
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1
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Personal Property
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20
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Closing Date
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2
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Pre-Termination Takeover Proposal Event
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59
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Continued Business Operations
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37
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Director’s Agreements
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48
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RCRA
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64
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DOL
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24
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Real Property Leases
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19
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Effective Time
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2
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Seller
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1
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Election Form
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52
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Seller Benefit Plans
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24
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Expense Fee
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71
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Seller Contracts
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28
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FRB
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1
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Seller Debentures
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50
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GBCC
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1
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Seller ERISA Plan
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24
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Indemnified Party
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49
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Seller Shareholder Approval
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42
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IRS
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25
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Seller Stock Option
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5
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Junior Subordinated Debt
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10
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Seller Terminating Breach
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58
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Leased Premises
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19
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Surviving Subsidiary
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2
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Loan Documentation
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17
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Takeover Laws
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31
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Loan Sale Agreement
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17
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Termation Fee
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59
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Seller:
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CBS Financial Corporation
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Copy to Counsel:
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Bryan Cave LLP
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Buyer or Merger Sub:
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Charter Financial Corporation
1233 O.G. Skinner Drive |
Copy to Counsel:
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Alston & Bird LLP
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CharterBank
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Attest:
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By:
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Name:
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Name:
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Title:
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Title:
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Community Bank of the South
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ATTEST:
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By:
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Name:
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Name:
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Title:
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Title:
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To Buyer:
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Charter Financial Corporation
1233 O.G. Skinner Drive |
To Director:
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To the address set forth under such Director’s name on the signature page of this Agreement
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1.
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I have reviewed this Quarterly Report on Form 10-Q 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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February 8, 2016
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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 Quarterly Report on Form 10-Q 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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February 8, 2016
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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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February 8, 2016
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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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February 8, 2016
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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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