|
Maryland
|
001-35870
|
90-0947148
|
|
|
(State or other jurisdiction of
|
(Commission
|
(IRS Employer
|
|
|
incorporation or organization)
|
File Number)
|
Identification No.)
|
|
o
|
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
|
o
|
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
|
o
|
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
|
o
|
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
|
(d)
|
Exhibits.
|
|
|
|
|
|
Exhibit No.
|
Description
|
|
|
|
|
99.1
|
Earnings press release dated November 4, 2016.
|
|
10.1
|
Employment agreement with Curti M. Johnson, dated November 3, 2016
|
|
|
|
CHARTER FINANCIAL CORPORATION
|
|
|
|
|
(Registrant)
|
|
|
|
|
|
|
Date:
|
November 4, 2016
|
|
By:
|
/s/ Curtis R. Kollar
|
|
|
|
|
Curtis R. Kollar
|
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
|
|
Contact:
|
|
|
Robert L. Johnson, Chairman & CEO
|
|
Dresner Corporate Services
|
Curt Kollar, CFO
|
|
Steve Carr
|
706-645-1391
|
|
312-780-7211
|
bjohnson@charterbank.net or
|
|
scarr@dresnerco.com
|
ckollar@charterbank.net
|
|
|
•
|
Basic and diluted EPS of
$0.27
and
$0.26
for the quarter and
$0.83
and
$0.79
for the year
|
•
|
Year over year increases of
$2.9 million
and
$9.3 million
in quarterly and yearly net interest income
|
•
|
Bankcard and deposit fee quarterly income grew year over year by
$413,000
, or
14.9%
|
•
|
Nonperforming assets at
0.45%
of total assets at
September 30, 2016
|
•
|
Growth in legacy loans of
$6.4
million for the quarter
|
•
|
Quarterly growth in tangible book value per share of $0.25 to
$11.36
at
September 30, 2016
|
•
|
Loan interest income increased
$3.1 million
, or
32.9%
, while loan interest income excluding accretion and amortization of loss share receivable increased
$3.6 million
, or
44.7%
.
|
•
|
Deposit and bankcard fee income increased by a combined
$413,000
, or
14.9%
.
|
•
|
Gain on sale of loans and servicing released loan fees increased
$350,000
, or
76.2%
, due to increased activity in both legacy markets and the newly acquired market.
|
•
|
Interest expense on FHLB borrowings decreased
$173,000
, or
30.9%
, due to a maturing advance being extended at a substantially lower rate during the third quarter of fiscal 2016.
|
•
|
As a result of the early termination of the Company's loss-sharing agreements with the FDIC in the fourth quarter of fiscal 2015, a
$2.5 million
impairment charge to earnings was recorded. No such charge was recorded in the fourth quarter of fiscal 2016.
|
•
|
Interest expense on deposits increased
$454,000
, or
68.4%
, due to higher balances from both the CBS acquisition and legacy markets.
|
•
|
Salaries and employee benefits increased
$1.0 million
, or
18.8%
, due to increased payroll as well as final severance costs related to the CBS acquisition.
|
•
|
Income tax expense increased
$1.8 million
due to an increase of
$5.1 million
in income before income taxes.
|
|
September 30, 2016
|
|
September 30, 2015
(1)
|
||||
Assets
|
|||||||
Cash and amounts due from depository institutions
|
$
|
14,472,867
|
|
|
$
|
9,921,822
|
|
Interest-earning deposits in other financial institutions
|
77,376,632
|
|
|
20,421,403
|
|
||
Cash and cash equivalents
|
91,849,499
|
|
|
30,343,225
|
|
||
Loans held for sale, fair value of $2,991,756 and $1,444,042
|
2,941,982
|
|
|
1,406,902
|
|
||
Certificates of deposit held at other financial institutions
|
14,496,410
|
|
|
—
|
|
||
Investment securities available for sale
|
206,336,287
|
|
|
184,404,089
|
|
||
Federal Home Loan Bank stock
|
3,361,800
|
|
|
3,515,600
|
|
||
Restricted securities, at cost
|
279,000
|
|
|
—
|
|
||
Loans receivable
|
1,005,702,737
|
|
|
725,673,178
|
|
||
Unamortized loan origination fees, net
|
(1,278,830
|
)
|
|
(1,423,456
|
)
|
||
Allowance for loan losses
|
(10,371,416
|
)
|
|
(9,488,512
|
)
|
||
Loans receivable, net
|
994,052,491
|
|
|
714,761,210
|
|
||
Other real estate owned
|
2,706,461
|
|
|
3,410,538
|
|
||
Accrued interest and dividends receivable
|
3,442,051
|
|
|
2,668,406
|
|
||
Premises and equipment, net
|
28,078,591
|
|
|
19,660,012
|
|
||
Goodwill
|
29,793,756
|
|
|
4,325,282
|
|
||
Other intangible assets, net of amortization
|
2,639,608
|
|
|
157,226
|
|
||
Cash surrender value of life insurance
|
49,268,973
|
|
|
48,423,510
|
|
||
Deferred income taxes
|
5,416,625
|
|
|
5,674,095
|
|
||
Other assets
|
8,349,888
|
|
|
8,329,239
|
|
||
Total assets
|
$
|
1,443,013,422
|
|
|
$
|
1,027,079,334
|
|
Liabilities and Stockholders’ Equity
|
|||||||
Liabilities:
|
|
|
|
|
|
||
Deposits
|
$
|
1,161,843,586
|
|
|
$
|
738,855,076
|
|
Federal Home Loan Bank advances
|
50,000,000
|
|
|
62,000,000
|
|
||
Floating rate junior subordinated debt
|
6,587,549
|
|
|
—
|
|
||
Advance payments by borrowers for taxes and insurance
|
2,298,513
|
|
|
1,745,753
|
|
||
Other liabilities
|
19,134,238
|
|
|
19,547,895
|
|
||
Total liabilities
|
1,239,863,886
|
|
|
822,148,724
|
|
||
Stockholders’ equity:
|
|
|
|
|
|
||
Common stock, $0.01 par value; 15,031,076 shares issued and outstanding at September 30, 2016 and 16,027,654 shares issued and outstanding at September 30, 2015
|
150,311
|
|
|
160,277
|
|
||
Preferred stock, $0.01 par value; 50,000,000 shares authorized at September 30, 2016 and September 30, 2015
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
83,651,623
|
|
|
95,355,054
|
|
||
Unearned compensation – ESOP
|
(5,106,169
|
)
|
|
(5,551,193
|
)
|
||
Retained earnings
|
123,349,890
|
|
|
114,362,386
|
|
||
Accumulated other comprehensive income
|
1,103,881
|
|
|
604,086
|
|
||
Total stockholders’ equity
|
203,149,536
|
|
|
204,930,610
|
|
||
Total liabilities and stockholders’ equity
|
$
|
1,443,013,422
|
|
|
$
|
1,027,079,334
|
|
(1)
|
Financial information at
September 30, 2015
has been derived from audited financial statements.
|
|
Three Months Ended
September 30, |
|
Twelve Months Ended
September 30, |
||||||||||||
|
2016
|
|
2015
|
|
2016
|
|
2015
|
||||||||
Interest income:
|
|
|
|
|
|
|
|
||||||||
Loans receivable
|
$
|
12,680,420
|
|
|
$
|
9,542,999
|
|
|
$
|
43,548,848
|
|
|
$
|
36,375,782
|
|
Taxable investment securities
|
938,603
|
|
|
934,694
|
|
|
3,742,085
|
|
|
3,655,493
|
|
||||
Nontaxable investment securities
|
4,955
|
|
|
—
|
|
|
11,657
|
|
|
12,417
|
|
||||
Federal Home Loan Bank stock
|
40,778
|
|
|
33,945
|
|
|
154,272
|
|
|
142,947
|
|
||||
Interest-earning deposits in other financial institutions
|
103,924
|
|
|
7,973
|
|
|
216,736
|
|
|
93,432
|
|
||||
Certificates of deposit held at other financial institutions
|
50,999
|
|
|
—
|
|
|
105,451
|
|
|
—
|
|
||||
Restricted securities
|
2,510
|
|
|
—
|
|
|
5,013
|
|
|
—
|
|
||||
Amortization of FDIC loss share receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,387,205
|
)
|
||||
Total interest income
|
13,822,189
|
|
|
10,519,611
|
|
|
47,784,062
|
|
|
37,892,866
|
|
||||
Interest expense:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Deposits
|
1,117,586
|
|
|
663,474
|
|
|
3,452,758
|
|
|
2,727,372
|
|
||||
Borrowings
|
386,975
|
|
|
559,800
|
|
|
1,955,445
|
|
|
2,285,550
|
|
||||
Floating rate junior subordinated debt
|
117,801
|
|
|
—
|
|
|
221,571
|
|
|
—
|
|
||||
Total interest expense
|
1,622,362
|
|
|
1,223,274
|
|
|
5,629,774
|
|
|
5,012,922
|
|
||||
Net interest income
|
12,199,827
|
|
|
9,296,337
|
|
|
42,154,288
|
|
|
32,879,944
|
|
||||
Provision for loan losses
|
(150,000
|
)
|
|
—
|
|
|
(250,000
|
)
|
|
—
|
|
||||
Net interest income after provision for loan losses
|
12,349,827
|
|
|
9,296,337
|
|
|
42,404,288
|
|
|
32,879,944
|
|
||||
Noninterest income:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Service charges on deposit accounts
|
1,860,824
|
|
|
1,690,972
|
|
|
7,043,693
|
|
|
6,449,248
|
|
||||
Bankcard fees
|
1,318,650
|
|
|
1,075,541
|
|
|
4,953,645
|
|
|
4,032,421
|
|
||||
Gain (loss) on investment securities available for sale
|
—
|
|
|
—
|
|
|
48,885
|
|
|
(27,209
|
)
|
||||
Bank owned life insurance
|
332,594
|
|
|
320,565
|
|
|
1,225,422
|
|
|
1,245,382
|
|
||||
Gain on sale of loans and loan servicing release fees
|
808,228
|
|
|
458,699
|
|
|
2,118,012
|
|
|
1,612,335
|
|
||||
Brokerage commissions
|
198,670
|
|
|
164,987
|
|
|
650,727
|
|
|
732,336
|
|
||||
Recoveries on acquired loans previously covered under FDIC loss share agreements
|
—
|
|
|
—
|
|
|
3,625,000
|
|
|
—
|
|
||||
FDIC receivable for loss sharing agreements impairment
|
—
|
|
|
(2,529,134
|
)
|
|
—
|
|
|
(2,434,903
|
)
|
||||
Other
|
398,791
|
|
|
314,535
|
|
|
1,298,746
|
|
|
719,620
|
|
||||
Total noninterest income
|
4,917,757
|
|
|
1,496,165
|
|
|
20,964,130
|
|
|
12,329,230
|
|
||||
Noninterest expenses:
|
|
|
|
|
|
|
|
|
|
|
|
||||
Salaries and employee benefits
|
6,634,984
|
|
|
5,585,634
|
|
|
25,655,810
|
|
|
20,712,215
|
|
||||
Occupancy
|
1,397,882
|
|
|
1,109,286
|
|
|
5,139,533
|
|
|
4,380,783
|
|
||||
Data processing
|
903,769
|
|
|
799,864
|
|
|
4,427,636
|
|
|
2,931,736
|
|
||||
Legal and professional
|
462,627
|
|
|
404,274
|
|
|
2,314,519
|
|
|
1,382,300
|
|
||||
Marketing
|
421,130
|
|
|
464,496
|
|
|
1,590,171
|
|
|
1,639,943
|
|
||||
Federal insurance premiums and other regulatory fees
|
239,912
|
|
|
191,337
|
|
|
859,125
|
|
|
755,872
|
|
||||
Net (benefit) cost of operations of real estate owned
|
(309,222
|
)
|
|
(19,011
|
)
|
|
(334,954
|
)
|
|
35,562
|
|
||||
Furniture and equipment
|
239,817
|
|
|
278,160
|
|
|
870,675
|
|
|
881,465
|
|
||||
Postage, office supplies and printing
|
276,588
|
|
|
186,055
|
|
|
868,674
|
|
|
872,837
|
|
||||
Core deposit intangible amortization expense
|
157,773
|
|
|
60,045
|
|
|
415,617
|
|
|
266,451
|
|
||||
Other
|
928,310
|
|
|
922,206
|
|
|
3,591,408
|
|
|
2,972,536
|
|
||||
Total noninterest expenses
|
11,353,570
|
|
|
9,982,346
|
|
|
45,398,214
|
|
|
36,831,700
|
|
||||
Income before income taxes
|
5,914,014
|
|
|
810,156
|
|
|
17,970,204
|
|
|
8,377,474
|
|
||||
Income tax expense
|
2,103,296
|
|
|
257,463
|
|
|
6,106,884
|
|
|
2,805,312
|
|
||||
Net income
|
$
|
3,810,718
|
|
|
$
|
552,693
|
|
|
$
|
11,863,320
|
|
|
$
|
5,572,162
|
|
Basic net income per share
|
$
|
0.27
|
|
|
$
|
0.04
|
|
|
$
|
0.83
|
|
|
$
|
0.35
|
|
Diluted net income per share
|
$
|
0.26
|
|
|
$
|
0.04
|
|
|
$
|
0.79
|
|
|
$
|
0.34
|
|
Weighted average number of common shares outstanding
|
14,185,824
|
|
|
15,299,717
|
|
|
14,371,126
|
|
|
15,717,421
|
|
||||
Weighted average number of common and potential common shares outstanding
|
14,798,042
|
|
|
15,982,127
|
|
|
14,983,344
|
|
|
16,399,831
|
|
|
Quarter to Date
|
|
|
Year to Date
|
||||||||||||||||||||||||
|
9/30/2016
|
|
6/30/2016
|
|
3/31/2016
|
|
12/31/2015
|
|
9/30/2015
(1)
|
|
|
9/30/2016
|
|
9/30/2015
(1)
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consolidated balance sheet data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Total assets
|
$
|
1,443,013
|
|
|
$
|
1,427,851
|
|
|
$
|
1,051,281
|
|
|
$
|
1,004,880
|
|
|
$
|
1,027,079
|
|
|
|
$
|
1,443,013
|
|
|
$
|
1,027,079
|
|
Cash and cash equivalents
|
91,849
|
|
|
106,108
|
|
|
79,331
|
|
|
51,881
|
|
|
30,343
|
|
|
|
91,849
|
|
|
30,343
|
|
|||||||
Loans receivable, net
|
994,052
|
|
|
993,786
|
|
|
701,399
|
|
|
679,870
|
|
|
714,761
|
|
|
|
994,052
|
|
|
714,761
|
|
|||||||
Other real estate owned
|
2,706
|
|
|
3,181
|
|
|
2,711
|
|
|
3,165
|
|
|
3,411
|
|
|
|
2,706
|
|
|
3,411
|
|
|||||||
Securities available for sale
|
206,336
|
|
|
169,737
|
|
|
172,197
|
|
|
175,988
|
|
|
184,404
|
|
|
|
206,336
|
|
|
184,404
|
|
|||||||
Transaction accounts
|
478,028
|
|
|
472,123
|
|
|
353,834
|
|
|
331,570
|
|
|
327,373
|
|
|
|
478,028
|
|
|
327,373
|
|
|||||||
Total deposits
|
1,161,844
|
|
|
1,155,245
|
|
|
791,692
|
|
|
744,234
|
|
|
738,855
|
|
|
|
1,161,844
|
|
|
738,855
|
|
|||||||
Borrowings
|
56,588
|
|
|
56,553
|
|
|
50,000
|
|
|
50,000
|
|
|
62,000
|
|
|
|
56,588
|
|
|
62,000
|
|
|||||||
Total stockholders’ equity
|
203,150
|
|
|
199,800
|
|
|
198,031
|
|
|
198,368
|
|
|
204,931
|
|
|
|
203,150
|
|
|
204,931
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Consolidated earnings summary:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Interest income
|
$
|
13,822
|
|
|
$
|
13,635
|
|
|
$
|
9,888
|
|
|
$
|
10,439
|
|
|
$
|
10,519
|
|
|
|
$
|
47,784
|
|
|
$
|
37,893
|
|
Interest expense
|
1,622
|
|
|
1,552
|
|
|
1,237
|
|
|
1,218
|
|
|
1,223
|
|
|
|
5,630
|
|
|
5,013
|
|
|||||||
Net interest income
|
12,200
|
|
|
12,083
|
|
|
8,651
|
|
|
9,221
|
|
|
9,296
|
|
|
|
42,154
|
|
|
32,880
|
|
|||||||
Provision for loan losses
|
(150
|
)
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(250
|
)
|
|
—
|
|
|||||||
Net interest income after provision for loan losses
|
12,350
|
|
|
12,183
|
|
|
8,651
|
|
|
9,221
|
|
|
9,296
|
|
|
|
42,404
|
|
|
32,880
|
|
|||||||
Noninterest income
|
4,918
|
|
|
4,703
|
|
|
4,513
|
|
|
6,831
|
|
|
1,496
|
|
|
|
20,964
|
|
|
12,329
|
|
|||||||
Noninterest expense
|
11,354
|
|
|
15,064
|
|
|
9,903
|
|
|
9,079
|
|
|
9,982
|
|
|
|
45,398
|
|
|
36,832
|
|
|||||||
Income tax expense
|
2,103
|
|
|
527
|
|
|
1,118
|
|
|
2,359
|
|
|
257
|
|
|
|
6,107
|
|
|
2,805
|
|
|||||||
Net income
|
$
|
3,811
|
|
|
$
|
1,295
|
|
|
$
|
2,143
|
|
|
$
|
4,614
|
|
|
$
|
553
|
|
|
|
$
|
11,863
|
|
|
$
|
5,572
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Per share data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Earnings per share – basic
|
$
|
0.27
|
|
|
$
|
0.09
|
|
|
$
|
0.15
|
|
|
$
|
0.31
|
|
|
$
|
0.04
|
|
|
|
$
|
0.83
|
|
|
$
|
0.35
|
|
Earnings per share – fully diluted
|
$
|
0.26
|
|
|
$
|
0.09
|
|
|
$
|
0.14
|
|
|
$
|
0.30
|
|
|
$
|
0.04
|
|
|
|
$
|
0.79
|
|
|
$
|
0.34
|
|
Cash dividends per share
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
$
|
0.05
|
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Weighted average basic shares
|
14,186
|
|
|
14,185
|
|
|
14,225
|
|
|
14,886
|
|
|
15,300
|
|
|
|
14,371
|
|
|
15,717
|
|
|||||||
Weighted average diluted shares
|
14,798
|
|
|
14,842
|
|
|
14,910
|
|
|
15,545
|
|
|
15,982
|
|
|
|
14,983
|
|
|
16,400
|
|
|||||||
Total shares outstanding
|
15,031
|
|
|
15,031
|
|
|
15,026
|
|
|
15,229
|
|
|
16,028
|
|
|
|
15,031
|
|
|
16,028
|
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Book value per share
|
$
|
13.52
|
|
|
$
|
13.29
|
|
|
$
|
13.18
|
|
|
$
|
13.03
|
|
|
$
|
12.79
|
|
|
|
$
|
13.52
|
|
|
$
|
12.79
|
|
Tangible book value per share
(2)
|
$
|
11.36
|
|
|
$
|
11.11
|
|
|
$
|
12.89
|
|
|
$
|
12.73
|
|
|
$
|
12.48
|
|
|
|
$
|
11.36
|
|
|
$
|
12.48
|
|
(1)
|
Financial information at and for the year ended
September 30, 2015
has been derived from audited financial statements.
|
(2)
|
Non-GAAP financial measure, calculated as total stockholders' equity less goodwill and other intangible assets divided by period-end shares outstanding.
|
|
Quarter to Date
|
|
|
Year to Date
|
||||||||||||||||||||||||
|
9/30/2016
|
|
6/30/2016
|
|
3/31/2016
|
|
12/31/2015
|
|
9/30/2015
|
|
|
9/30/2016
|
|
9/30/2015
|
||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
1-4 family residential real estate
|
$
|
236,940
|
|
|
$
|
234,346
|
|
|
$
|
190,180
|
|
|
$
|
182,297
|
|
|
$
|
188,044
|
|
|
|
$
|
236,940
|
|
|
$
|
188,044
|
|
Commercial real estate
|
595,157
|
|
|
586,082
|
|
|
392,946
|
|
|
396,023
|
|
|
416,576
|
|
|
|
595,157
|
|
|
416,576
|
|
|||||||
Commercial
|
71,865
|
|
|
64,700
|
|
|
43,741
|
|
|
39,836
|
|
|
37,444
|
|
|
|
71,865
|
|
|
37,444
|
|
|||||||
Real estate construction
|
80,500
|
|
|
104,389
|
|
|
72,323
|
|
|
61,816
|
|
|
77,217
|
|
|
|
80,500
|
|
|
77,217
|
|
|||||||
Consumer and other
|
21,241
|
|
|
15,638
|
|
|
13,205
|
|
|
10,715
|
|
|
6,392
|
|
|
|
21,241
|
|
|
6,392
|
|
|||||||
Total loans receivable
(1)
|
$
|
1,005,703
|
|
|
$
|
1,005,155
|
|
|
$
|
712,395
|
|
|
$
|
690,687
|
|
|
$
|
725,673
|
|
|
|
$
|
1,005,703
|
|
|
$
|
725,673
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Balance at beginning of period
|
$
|
10,118
|
|
|
$
|
9,850
|
|
|
$
|
9,695
|
|
|
$
|
9,489
|
|
|
$
|
9,433
|
|
|
|
$
|
9,489
|
|
|
$
|
9,471
|
|
Charge-offs
|
(1
|
)
|
|
(7
|
)
|
|
(205
|
)
|
|
(15
|
)
|
|
(263
|
)
|
|
|
(228
|
)
|
|
(529
|
)
|
|||||||
Recoveries
|
404
|
|
|
375
|
|
|
360
|
|
|
221
|
|
|
319
|
|
|
|
1,360
|
|
|
547
|
|
|||||||
Provision
|
(150
|
)
|
|
(100
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
|
(250
|
)
|
|
—
|
|
|||||||
Balance at end of period
|
$
|
10,371
|
|
|
$
|
10,118
|
|
|
$
|
9,850
|
|
|
$
|
9,695
|
|
|
$
|
9,489
|
|
|
|
$
|
10,371
|
|
|
$
|
9,489
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Nonperforming assets:
(2)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Nonaccrual loans
|
$
|
3,735
|
|
|
$
|
3,371
|
|
|
$
|
2,098
|
|
|
$
|
2,463
|
|
|
$
|
4,114
|
|
|
|
$
|
3,735
|
|
|
$
|
4,114
|
|
Loans delinquent 90 days or greater and still accruing
|
—
|
|
|
—
|
|
|
52
|
|
|
14
|
|
|
14
|
|
|
|
—
|
|
|
14
|
|
|||||||
Total nonperforming loans
|
3,735
|
|
|
3,371
|
|
|
2,150
|
|
|
2,477
|
|
|
4,128
|
|
|
|
3,735
|
|
|
4,128
|
|
|||||||
Other real estate owned
(3)
|
2,706
|
|
|
3,181
|
|
|
2,711
|
|
|
3,165
|
|
|
3,411
|
|
|
|
2,706
|
|
|
3,411
|
|
|||||||
Total nonperforming assets
|
$
|
6,441
|
|
|
$
|
6,552
|
|
|
$
|
4,861
|
|
|
$
|
5,642
|
|
|
$
|
7,539
|
|
|
|
$
|
6,441
|
|
|
$
|
7,539
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Troubled debt restructuring:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Troubled debt restructurings - accruing
|
$
|
4,585
|
|
|
$
|
4,999
|
|
|
$
|
7,267
|
|
|
$
|
7,265
|
|
|
$
|
6,046
|
|
|
|
$
|
4,585
|
|
|
$
|
6,046
|
|
Troubled debt restructurings - nonaccrual
|
1,760
|
|
|
1,716
|
|
|
332
|
|
|
317
|
|
|
1,607
|
|
|
|
1,760
|
|
|
1,607
|
|
|||||||
Total troubled debt restructurings
|
$
|
6,345
|
|
|
$
|
6,715
|
|
|
$
|
7,599
|
|
|
$
|
7,582
|
|
|
$
|
7,653
|
|
|
|
$
|
6,345
|
|
|
$
|
7,653
|
|
(1)
|
Included in the loan balances are loans that were previously covered under loss share agreements with the FDIC in the amount of
$46.8 million
at
September 30, 2015
.
|
(2)
|
Loans being accounted for under purchase accounting rules which have associated accretion income established at the time of acquisition remaining to recognize, that were greater than 90 days delinquent or otherwise considered nonperforming loans are excluded from this table.
|
(3)
|
Included in the balances is OREO that was previously covered under loss share agreements with the FDIC in the amount of
$2.4 million
at
September 30, 2015
.
|
|
Quarter to Date
|
|
|
Year to Date
|
|||||||||||||||||
|
9/30/2016
|
|
6/30/2016
|
|
3/31/2016
|
|
12/31/2015
|
|
9/30/2015
|
|
|
9/30/2016
|
|
9/30/2015
|
|||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Return on equity (annualized)
|
7.55
|
%
|
|
2.61
|
%
|
|
4.32
|
%
|
|
8.97
|
%
|
|
1.06
|
%
|
|
|
5.90
|
%
|
|
2.62
|
%
|
Return on assets (annualized)
|
1.07
|
%
|
|
0.38
|
%
|
|
0.83
|
%
|
|
1.83
|
%
|
|
0.22
|
%
|
|
|
0.98
|
%
|
|
0.56
|
%
|
Net interest margin (annualized)
|
3.82
|
%
|
|
3.97
|
%
|
|
3.72
|
%
|
|
4.03
|
%
|
|
4.05
|
%
|
|
|
3.89
|
%
|
|
3.67
|
%
|
Net interest margin, excluding the effects of purchase accounting
(1)
|
3.47
|
%
|
|
3.53
|
%
|
|
3.36
|
%
|
|
3.51
|
%
|
|
3.37
|
%
|
|
|
3.47
|
%
|
|
3.26
|
%
|
Bank tier 1 leverage ratio
(2)
|
11.51
|
%
|
|
11.32
|
%
|
|
17.13
|
%
|
|
17.19
|
%
|
|
16.04
|
%
|
|
|
11.51
|
%
|
|
16.04
|
%
|
Bank total risk-based capital ratio
|
15.26
|
%
|
|
14.99
|
%
|
|
22.98
|
%
|
|
23.23
|
%
|
|
21.71
|
%
|
|
|
15.26
|
%
|
|
21.71
|
%
|
Effective tax rate
|
35.56
|
%
|
|
28.91
|
%
|
|
34.28
|
%
|
|
33.83
|
%
|
|
31.78
|
%
|
|
|
33.98
|
%
|
|
33.49
|
%
|
Yield on loans
|
5.07
|
%
|
|
5.20
|
%
|
|
5.03
|
%
|
|
5.33
|
%
|
|
5.40
|
%
|
|
|
5.15
|
%
|
|
5.13
|
%
|
Cost of deposits
|
0.46
|
%
|
|
0.43
|
%
|
|
0.42
|
%
|
|
0.42
|
%
|
|
0.42
|
%
|
|
|
0.43
|
%
|
|
0.44
|
%
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Asset quality ratios:
(3)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||
Allowance for loan losses as a % of total loans
(4)
|
1.03
|
%
|
|
1.00
|
%
|
|
1.38
|
%
|
|
1.40
|
%
|
|
1.30
|
%
|
|
|
1.03
|
%
|
|
1.30
|
%
|
Allowance for loan losses as a % of nonperforming loans
|
277.66
|
%
|
|
300.10
|
%
|
|
458.13
|
%
|
|
391.42
|
%
|
|
229.85
|
%
|
|
|
277.66
|
%
|
|
229.85
|
%
|
Nonperforming assets as a % of total loans and OREO
|
0.64
|
%
|
|
0.65
|
%
|
|
0.68
|
%
|
|
0.81
|
%
|
|
1.04
|
%
|
|
|
0.64
|
%
|
|
1.04
|
%
|
Nonperforming assets as a % of total assets
|
0.45
|
%
|
|
0.46
|
%
|
|
0.46
|
%
|
|
0.56
|
%
|
|
0.73
|
%
|
|
|
0.45
|
%
|
|
0.73
|
%
|
Net charge-offs (recoveries) as a % of average loans (annualized)
|
(0.16
|
)%
|
|
(0.15
|
)%
|
|
(0.09
|
)%
|
|
(0.12
|
)%
|
|
(0.15
|
)%
|
|
|
(0.13
|
)%
|
|
—
|
%
|
(1)
|
Net interest income excluding accretion and amortization of acquired loans divided by average net interest earning assets excluding average loan accretable discounts, a non-GAAP measure, in the amount of
$3.8 million
,
$4.7 million
,
$2.0 million
,
$3.1 million
and
$3.8 million
for the quarters ended
September 30, 2016
,
June 30, 2016
,
March 31, 2016
,
December 31, 2015
, and
September 30, 2015
, respectively.
|
(2)
|
During the quarter ended June 30, 2016, a net downstream of capital was made between the holding company and the bank in the amount of
$6.1 million
as part of the Company's acquisition of CBS.
|
(3)
|
Ratios for the three and twelve months ended September 30, 2016 and 2015, and the three months ended June 30, 2016, March 31, 2016, and December 31, 2015 include all assets with the exception of FAS ASC 310-30 loans that are excluded from nonperforming loans due to the ongoing recognition of accretion income established at the time of acquisition.
|
(4)
|
Accounting requirements for the third quarter 2016 acquisition of CBS have affected the comparability of the allowance for loan losses as a percentage of loans. Excluding former CBS loans totaling
$236.4 million
and $264.7 million at
September 30, 2016
, and
June 30, 2016
, respectively, which were recorded at acquisition date fair value, the allowance approximated
1.35%
and
1.37%
of all other loans at
September 30, 2016
and
June 30, 2016
, respectively.
|
|
Quarter to Date
|
||||||||||||||||||||
|
9/30/2016
|
|
9/30/2015
|
||||||||||||||||||
|
Average Balance
|
|
Interest
|
|
Average Yield/Cost
(10)
|
|
Average Balance
|
|
Interest
|
|
Average Yield/Cost
(10)
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-earning deposits in other financial institutions
|
$
|
85,687
|
|
|
$
|
104
|
|
|
0.49
|
%
|
|
$
|
21,165
|
|
|
$
|
8
|
|
|
0.15
|
%
|
Certificates of deposit held at other financial institutions
|
16,395
|
|
|
51
|
|
|
1.24
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
FHLB common stock and other equity securities
|
3,362
|
|
|
41
|
|
|
4.85
|
|
|
3,387
|
|
|
34
|
|
|
4.01
|
|
||||
Taxable investment securities
|
169,555
|
|
|
939
|
|
|
2.21
|
|
|
187,117
|
|
|
934
|
|
|
2.00
|
|
||||
Nontaxable investment securities
(1)
|
1,607
|
|
|
5
|
|
|
1.23
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Restricted securities
|
279
|
|
|
3
|
|
|
3.60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Loans receivable
(1)(2)(3)(4)
|
1,001,096
|
|
|
11,590
|
|
|
4.63
|
|
|
706,724
|
|
|
8,009
|
|
|
4.53
|
|
||||
Accretion and amortization of acquired loan discounts
(5)
|
|
|
1,090
|
|
|
0.43
|
|
|
|
|
1,534
|
|
|
0.86
|
|
||||||
Total interest-earning assets
|
1,277,981
|
|
|
13,823
|
|
|
4.33
|
|
|
918,393
|
|
|
10,519
|
|
|
4.58
|
|
||||
Total noninterest-earning assets
|
148,359
|
|
|
|
|
|
|
|
98,994
|
|
|
|
|
|
|
||||||
Total assets
|
$
|
1,426,340
|
|
|
|
|
|
|
|
$
|
1,017,387
|
|
|
|
|
|
|
||||
Liabilities and Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest bearing checking
|
$
|
239,141
|
|
|
$
|
97
|
|
|
0.15
|
%
|
|
$
|
178,538
|
|
|
$
|
57
|
|
|
0.13
|
%
|
Bank rewarded checking
|
50,566
|
|
|
24
|
|
|
0.19
|
|
|
46,915
|
|
|
23
|
|
|
0.20
|
|
||||
Savings accounts
|
63,196
|
|
|
7
|
|
|
0.04
|
|
|
51,300
|
|
|
3
|
|
|
0.02
|
|
||||
Money market deposit accounts
|
241,286
|
|
|
180
|
|
|
0.30
|
|
|
126,889
|
|
|
69
|
|
|
0.22
|
|
||||
Certificate of deposit accounts
|
373,197
|
|
|
810
|
|
|
0.87
|
|
|
232,738
|
|
|
511
|
|
|
0.88
|
|
||||
Total interest-bearing deposits
|
967,386
|
|
|
1,118
|
|
|
0.46
|
|
|
636,380
|
|
|
663
|
|
|
0.42
|
|
||||
Borrowed funds
|
50,000
|
|
|
387
|
|
|
3.10
|
|
|
58,773
|
|
|
560
|
|
|
3.81
|
|
||||
Floating rate junior subordinated debt
|
6,564
|
|
|
118
|
|
|
7.18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total interest-bearing liabilities
|
1,023,950
|
|
|
1,623
|
|
|
0.63
|
|
|
695,153
|
|
|
1,223
|
|
|
0.70
|
|
||||
Noninterest-bearing deposits
|
180,015
|
|
|
|
|
|
|
|
100,544
|
|
|
|
|
|
|
||||||
Other noninterest-bearing liabilities
|
20,605
|
|
|
|
|
|
|
|
13,379
|
|
|
|
|
|
|
||||||
Total noninterest-bearing liabilities
|
200,620
|
|
|
|
|
|
|
|
113,923
|
|
|
|
|
|
|
||||||
Total liabilities
|
1,224,570
|
|
|
|
|
|
|
|
809,076
|
|
|
|
|
|
|
||||||
Total stockholders' equity
|
201,770
|
|
|
|
|
|
|
|
208,311
|
|
|
|
|
|
|
||||||
Total liabilities and stockholders' equity
|
$
|
1,426,340
|
|
|
|
|
|
|
|
$
|
1,017,387
|
|
|
|
|
|
|
||||
Net interest income
|
|
|
|
$
|
12,200
|
|
|
|
|
|
|
|
|
$
|
9,296
|
|
|
|
|
||
Net interest earning assets
(6)
|
|
|
|
$
|
254,031
|
|
|
|
|
|
|
|
|
$
|
223,240
|
|
|
|
|
||
Net interest rate spread
(7)
|
|
|
|
|
|
|
3.70
|
%
|
|
|
|
|
|
|
|
3.88
|
%
|
||||
Net interest margin
(8)
|
|
|
|
|
|
|
3.82
|
%
|
|
|
|
|
|
|
|
4.05
|
%
|
||||
Net interest margin, excluding the effects of purchase accounting
(9)
|
|
|
|
|
3.47
|
%
|
|
|
|
|
|
3.37
|
%
|
||||||||
Ratio of average interest-earning assets to average interest-bearing liabilities
|
|
|
|
|
124.81
|
%
|
|
|
|
|
|
132.11
|
%
|
(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 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 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, a non-GAAP measure, represents net interest income excluding accretion and amortization of acquired loans receivable as a percentage of average net interest earning assets excluding loan accretable discounts in the amount of
$3.8 million
and
$3.8 million
for the quarters ended
September 30, 2016
and
September 30, 2015
, respectively.
|
(10)
|
Annualized.
|
|
Fiscal Year to Date
|
||||||||||||||||||||
|
9/30/2016
|
|
9/30/2015
|
||||||||||||||||||
|
Average Balance
|
|
Interest
|
|
Average Yield/Cost
(10)
|
|
Average Balance
|
|
Interest
|
|
Average Yield/Cost
(10)
|
||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest-earning deposits in other financial institutions
|
$
|
52,667
|
|
|
$
|
217
|
|
|
0.41
|
%
|
|
$
|
42,836
|
|
|
$
|
93
|
|
|
0.22
|
%
|
Certificates of deposit held at other financial institutions
|
8,946
|
|
|
105
|
|
|
1.18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
FHLB common stock and other equity securities
|
3,222
|
|
|
154
|
|
|
4.79
|
|
|
3,304
|
|
|
143
|
|
|
4.33
|
|
||||
Taxable investment securities
|
173,888
|
|
|
3,742
|
|
|
2.15
|
|
|
183,956
|
|
|
3,656
|
|
|
1.99
|
|
||||
Nontaxable investment securities
(1)
|
997
|
|
|
12
|
|
|
1.17
|
|
|
2,988
|
|
|
12
|
|
|
0.42
|
|
||||
Restricted securities
|
129
|
|
|
5
|
|
|
3.89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Loans receivable
(1)(2)(3)(4)
|
845,014
|
|
|
39,178
|
|
|
4.64
|
|
|
662,283
|
|
|
30,431
|
|
|
4.59
|
|
||||
Accretion and amortization of acquired loan discounts
(5)
|
|
|
4,371
|
|
|
0.52
|
|
|
|
|
3,558
|
|
|
0.53
|
|
||||||
Total interest-earning assets
|
1,084,863
|
|
|
47,784
|
|
|
4.40
|
|
|
895,367
|
|
|
37,893
|
|
|
4.23
|
|
||||
Total noninterest-earning assets
|
122,069
|
|
|
|
|
|
|
|
105,145
|
|
|
|
|
|
|
||||||
Total assets
|
$
|
1,206,932
|
|
|
|
|
|
|
|
$
|
1,000,512
|
|
|
|
|
|
|
||||
Liabilities and Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Interest bearing checking
|
$
|
206,985
|
|
|
$
|
278
|
|
|
0.13
|
%
|
|
$
|
171,792
|
|
|
$
|
214
|
|
|
0.12
|
%
|
Bank rewarded checking
|
49,077
|
|
|
97
|
|
|
0.20
|
|
|
48,272
|
|
|
100
|
|
|
0.21
|
|
||||
Savings accounts
|
56,963
|
|
|
23
|
|
|
0.04
|
|
|
49,782
|
|
|
10
|
|
|
0.02
|
|
||||
Money market deposit accounts
|
185,818
|
|
|
522
|
|
|
0.28
|
|
|
125,151
|
|
|
265
|
|
|
0.21
|
|
||||
Certificate of deposit accounts
|
297,270
|
|
|
2,533
|
|
|
0.85
|
|
|
227,917
|
|
|
2,138
|
|
|
0.94
|
|
||||
Total interest-bearing deposits
|
796,113
|
|
|
3,453
|
|
|
0.43
|
|
|
622,914
|
|
|
2,727
|
|
|
0.44
|
|
||||
Borrowed funds
|
51,181
|
|
|
1,955
|
|
|
3.82
|
|
|
54,513
|
|
|
2,286
|
|
|
4.19
|
|
||||
Floating rate junior subordinated debt
|
3,022
|
|
|
222
|
|
|
7.33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total interest-bearing liabilities
|
850,316
|
|
|
5,630
|
|
|
0.66
|
|
|
677,427
|
|
|
5,013
|
|
|
0.74
|
|
||||
Noninterest-bearing deposits
|
140,423
|
|
|
|
|
|
|
98,340
|
|
|
|
|
|
||||||||
Other noninterest-bearing liabilities
|
15,040
|
|
|
|
|
|
|
12,203
|
|
|
|
|
|
||||||||
Total noninterest-bearing liabilities
|
155,463
|
|
|
|
|
|
|
110,543
|
|
|
|
|
|
||||||||
Total liabilities
|
1,005,779
|
|
|
|
|
|
|
787,970
|
|
|
|
|
|
||||||||
Total stockholders' equity
|
201,153
|
|
|
|
|
|
|
212,542
|
|
|
|
|
|
||||||||
Total liabilities and stockholders' equity
|
$
|
1,206,932
|
|
|
|
|
|
|
$
|
1,000,512
|
|
|
|
|
|
||||||
Net interest income
|
|
|
|
$
|
42,154
|
|
|
|
|
|
|
|
|
$
|
32,880
|
|
|
|
|
||
Net interest earning assets
(6)
|
|
|
|
$
|
234,547
|
|
|
|
|
|
|
|
|
$
|
217,940
|
|
|
|
|
||
Net interest rate spread
(7)
|
|
|
|
|
|
|
3.74
|
%
|
|
|
|
|
|
|
|
3.49
|
%
|
||||
Net interest margin
(8)
|
|
|
|
|
|
|
3.89
|
%
|
|
|
|
|
|
|
|
3.67
|
%
|
||||
Net interest margin, excluding the effects of purchase accounting
(9)
|
|
|
|
|
3.47
|
%
|
|
|
|
|
|
3.26
|
%
|
||||||||
Ratio of average interest-earning assets to average interest-bearing liabilities
|
|
|
|
|
|
|
127.58
|
%
|
|
|
|
|
|
|
|
132.17
|
%
|
(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 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 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, a non-GAAP measure, represents net interest income excluding accretion and amortization of acquired loans receivable as a percentage of average net interest earning assets excluding loan accretable discounts in the amount of
$3.4 million
and
$4.6 million
for the
twelve
months ended
September 30, 2016
and
September 30, 2015
, respectively.
|
(10)
|
Annualized.
|
|
For the Quarters Ended
|
||||||||||||||||||
|
9/30/2016
|
|
6/30/2016
|
|
3/31/2016
|
|
12/31/2015
|
|
9/30/2015
|
||||||||||
Loans Receivable Income Excluding Accretion and Amortization of Loss Share Receivable
|
|
|
|
|
|
|
|
|
|
||||||||||
Loans receivable income
|
$
|
12,680,420
|
|
|
$
|
12,563,466
|
|
|
$
|
8,863,437
|
|
|
$
|
9,441,525
|
|
|
$
|
9,542,999
|
|
Loan purchase discount accretion
|
1,090,886
|
|
|
1,278,040
|
|
|
833,179
|
|
|
1,168,982
|
|
|
1,533,850
|
|
|||||
Amortization of FDIC loss share receivable
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Net purchase discount accretion and amortization
|
1,090,886
|
|
|
1,278,040
|
|
|
833,179
|
|
|
1,168,982
|
|
|
1,533,850
|
|
|||||
Loans receivable income excluding accretion and amortization of loss share receivable (Non-GAAP)
|
$
|
11,589,534
|
|
|
$
|
11,285,426
|
|
|
$
|
8,030,258
|
|
|
$
|
8,272,543
|
|
|
$
|
8,009,149
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Interest Margin Excluding the Effects of Purchase Accounting
|
|
|
|
|
|
|
|
|
|
||||||||||
Net Interest Margin
|
3.82
|
%
|
|
3.97
|
%
|
|
3.72
|
%
|
|
4.03
|
%
|
|
4.05
|
%
|
|||||
Effect to adjust for net purchase discount accretion and amortization
|
(0.35
|
)
|
|
(0.44
|
)
|
|
(0.36
|
)
|
|
(0.52
|
)
|
|
(0.68
|
)
|
|||||
Net interest margin excluding the effects of purchase accounting (Non-GAAP)
|
3.47
|
%
|
|
3.53
|
%
|
|
3.36
|
%
|
|
3.51
|
%
|
|
3.37
|
%
|
|||||
|
|
|
|
|
|
|
|
|
|
||||||||||
Tangible Book Value Per Share
|
|
|
|
|
|
|
|
|
|
||||||||||
Book value per share
|
$
|
13.52
|
|
|
$
|
13.29
|
|
|
$
|
13.18
|
|
|
$
|
13.03
|
|
|
$
|
12.79
|
|
Effect to adjust for goodwill and other intangible assets
|
(2.16
|
)
|
|
(2.18
|
)
|
|
(0.29
|
)
|
|
(0.30
|
)
|
|
(0.31
|
)
|
|||||
Tangible book value per share (Non-GAAP)
|
$
|
11.36
|
|
|
$
|
11.11
|
|
|
$
|
12.89
|
|
|
$
|
12.73
|
|
|
$
|
12.48
|
|
|
For the Years Ended
|
||||||
|
9/30/2016
|
|
9/30/2015
|
||||
Loans Receivable Income Excluding Accretion and Amortization of Loss Share Receivable
|
|
|
|
||||
Loans receivable income
|
$
|
43,548,848
|
|
|
$
|
36,375,782
|
|
Loan purchase discount accretion
|
4,371,087
|
|
|
5,945,442
|
|
||
Amortization of FDIC loss share receivable
|
—
|
|
|
(2,387,205
|
)
|
||
Net purchase discount accretion and amortization
|
4,371,087
|
|
|
3,558,237
|
|
||
Loans receivable income excluding accretion and amortization of loss share receivable (Non-GAAP)
|
$
|
39,177,761
|
|
|
$
|
32,817,545
|
|
|
|
|
|
||||
Net Interest Margin Excluding the Effects of Purchase Accounting
|
|
|
|
||||
Net Interest Margin
|
3.89
|
%
|
|
3.67
|
%
|
||
Effect to adjust for net purchase discount accretion and amortization
|
(0.42
|
)
|
|
(0.41
|
)
|
||
Net interest margin excluding the effects of purchase accounting (Non-GAAP)
|
3.47
|
%
|
|
3.26
|
%
|
||
|
|
|
|
||||
Tangible Book Value Per Share
|
|
|
|
||||
Book value per share
|
$
|
13.52
|
|
|
$
|
12.79
|
|
Effect to adjust for goodwill and other intangible assets
|
(2.16
|
)
|
|
(0.31
|
)
|
||
Tangible book value per share (Non-GAAP)
|
$
|
11.36
|
|
|
$
|
12.48
|
|
(i)
|
the consummation of a reorganization, merger or consolidation of
Charter Financial
with one or more other persons, other than a transaction following which:
|
a.
|
at least 51% of the equity ownership interests of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Securities Exchange Act of 1934, as amended ("Exchange Act")) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51 % of the outstanding equity ownership interests in
Charter Financial
; and
|
b.
|
at least 51% of the securities entitled to vote generally in the election of directors of the entity resulting from such transaction are beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) in substantially the same relative proportions by persons who, immediately prior to such transaction, beneficially owned (within the meaning of Rule 13d-3 promulgated under the Exchange Act) at least 51% of the securities entitled to vote generally in the election of directors of
Charter Financial
;
|
(ii)
|
the acquisition of all or substantially all of the assets of
Charter Financial
or beneficial ownership (within the meaning of Rule 13d-3 promulgated under the Exchange Act) of 25% or more of the outstanding securities of
Charter Financial
entitled to vote generally in the election of directors by any person or by any persons acting in concert;
|
(iii)
|
a complete liquidation or dissolution of
Charter Financial
;
|
(iv)
|
the occurrence of any event if, immediately following such event, at least 50% of the members of the Board of Directors of
Charter Financial
do not belong to any of the following groups:
|
a.
|
individuals who were members of the Board of Directors of
Charter Financial
on the date of this Agreement; or
|
b.
|
individuals who first became members of the Board of Directors of
Charter Financial
after the date of this Agreement either:
|
i.
|
upon election to serve as a member of the Board of Directors of
Charter Financial
by affirmative vote of three-quarters of the members of such board, or of a nominating committee thereof in office at the time of such first election; or
|
ii.
|
upon election by the shareholders to serve as a member of such board, but only if nominated for election by affirmative vote of three-quarters of the members of the Board of Directors of Charter Financial, or of a nominating committee thereof, in office at the time of such first nomination;
|
(v)
|
any event which would be described in section l(b)(i), (ii), (iii) or (iv) if the term "Employer" were substituted for the term " Charter Financial " therein.
|