x
|
ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
|
Maryland
|
90-0947148
|
(State or other jurisdiction of
incorporation or organization)
|
(I.R.S. Employer
Identification Number)
|
|
|
1233 O.G. Skinner Drive, West Point, Georgia
|
31833
|
(Address of Principal Executive Offices)
|
(Zip Code)
|
|
|
(706) 645-1391
|
|
(Registrant’s telephone number, including area code)
|
Securities registered pursuant to Section 12(b) of the Act:
|
||
|
|
|
Title of each class
|
|
Name of each exchange on which registered
|
Common Stock, par value $0.01 per share
|
|
The NASDAQ Stock Market LLC
|
|
|
|
Securities registered pursuant to Section 12(g) of the Act: None
|
Large accelerated filer
|
|
¨
|
|
Accelerated filer
|
|
x
|
Non-accelerated filer
|
|
¨
(
Do not check if a smaller reporting company)
|
|
Smaller reporting company
|
|
¨
|
|
|
|
|
Emerging growth company
|
|
¨
|
|
|
Page No.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Item 13
.
|
||
|
|
|
|
|
|
|
|
|
|
|
|
|
ITEM 1.
|
BUSINESS
|
•
|
Acquired all assets and assumed all liabilities of Resurgens Bancorp ("Resurgens"), the parent company of Resurgens Bank, a full-service commercial bank headquartered in Tucker, Georgia, as part of a purchase agreement in September 2017;
|
•
|
Acquired all assets and assumed all liabilities of CBS Financial Corporation ("CBS"), the parent company of Community Bank of the South, a full-service commercial bank headquartered in Smyrna, Georgia, as part of a purchase agreement in April 2016;
|
•
|
Completed a lift out of a seasoned relationship team in the attractive Buckhead community of Atlanta in October 2015 to operate a new branch that opened in February 2017;
|
•
|
Acquired certain assets and assumed all deposits of The First National Bank of Florida (“FNB”), a full-service commercial bank headquartered in Milton, Florida, as a part of a loss-sharing agreement with the FDIC in September 2011;
|
•
|
Acquired certain assets and assumed all deposits of McIntosh Commercial Bank (“MCB”), a full-service commercial bank headquartered in Carrollton, Georgia, as a part of a loss-sharing agreement with the FDIC in March 2010;
|
•
|
Acquired certain assets and assumed all deposits of Neighborhood Community Bank (“NCB”), a full-service commercial bank headquartered in Newnan, Georgia, as a part of a loss-sharing agreement with the FDIC in June 2009;
|
•
|
Opened branch in Norcross, Georgia and staffed with lift out of the area's foremost construction and commercial real estate lenders;
|
•
|
Opened de novo branches in LaGrange, Georgia in March 2007 and May 2005;
|
•
|
Acquired EBA Bancshares and its subsidiary, Eagle Bank of Alabama, in February 2003.
|
(1)
|
Non-GAAP measures (See Non-GAAP Financial Measures for Further Information).
|
•
|
minimize the risk of loss of principal or interest;
|
•
|
generate favorable returns without incurring undue interest rate and credit risk;
|
•
|
manage the interest rate sensitivity of our assets and liabilities;
|
•
|
meet daily, cyclical and long term liquidity requirements while complying with our established policies and regulatory liquidity requirements;
|
•
|
provide a stream of cash flow;
|
•
|
diversify assets and address maturity or interest repricing imbalances; and
|
•
|
provide collateral for pledging requirements.
|
•
|
4.5% CET1 to risk-weighted assets.
|
•
|
6.0% Tier 1 capital to risk-weighted assets.
|
•
|
8.0% Total capital to risk-weighted assets.
|
•
|
4.0% Tier 1 capital to average consolidated assets as reported on consolidated financial statements (known as the “leverage ratio”).
|
•
|
the total capital distributions for the applicable calendar year exceed the sum of the savings association’s net income for that year to date plus the savings association’s retained net income for the preceding two years;
|
•
|
the savings association would not be at least adequately capitalized following the distribution;
|
•
|
the distribution would violate any applicable statute, regulation, agreement or condition imposed by a regulator; or
|
•
|
the savings association is not eligible for expedited treatment of its filings.
|
•
|
the savings association would be undercapitalized following the distribution;
|
•
|
the proposed capital distribution raises safety and soundness concerns; or
|
•
|
the capital distribution would violate a prohibition contained in any statute, regulation or agreement.
|
•
|
subject to certain exceptions for loan programs made available to all employees, be made on terms that are substantially the same as, and follow credit underwriting procedures that are not less stringent than, those prevailing for comparable transactions with unaffiliated persons and that do not involve more than the normal risk of repayment or present other unfavorable features, and
|
•
|
not exceed certain limitations on the amount of credit extended to such persons, individually and in the aggregate, which limits are based, in part, on the amount of the Bank’s capital.
|
•
|
Well Capitalized - having (1) a total risk-based capital ratio of 10 percent or greater, (2) a Tier 1 risk-based capital ratio of 8 percent or greater, (3) a CET1 risk-based capital ratio of 6.5 percent or greater, (4) a leverage capital ratio of 5 percent or greater and (5) not subject to any order or written directive to meet and maintain a specific capital level for any capital measure.
|
•
|
Adequately Capitalized - having (1) a total risk-based capital ratio of 8 percent or more, (2) a Tier 1 capital ratio of 6 percent or more, (3) a CET1 capital ratio of 4.5 percent or more, and (4) a leverage ratio of 4 percent or more.
|
•
|
Undercapitalized - having (1) a total capital ratio of less than 8 percent, (2) a Tier 1 capital ratio of less than 6 percent, (3) a CET1 capital ratio of less than 4.5 percent, or (4) a leverage ratio of less than 4 percent.
|
•
|
Significantly Undercapitalized - having (1) a total risk-based capital ratio of less than 6 percent (2) a Tier 1 capital ratio of less than 4 percent, (3) a CET1 ratio of less than 3 percent or (4) a leverage capital ratio of less than 3 percent.
|
•
|
Critically Undercapitalized - having a ratio of tangible equity to total assets that is equal to or less than 2 percent.
|
(i)
|
the approval of interstate supervisory acquisitions by savings and loan holding companies; and
|
(ii)
|
the acquisition of a savings institution in another state if the laws of the state of the target savings institution specifically permit such acquisition.
|
ITEM 1A.
|
RISK FACTORS
|
•
|
Potential exposure to unknown or contingent liabilities we acquire;
|
•
|
Exposure to potential asset quality problems of the acquired financial institutions, businesses or branches;
|
•
|
Difficulty and expense of integrating the operations and personnel of financial institutions, businesses or branches we acquire;
|
•
|
Higher than expected deposit attrition;
|
•
|
Potential diversion of our management’s time and attention;
|
•
|
The possible loss of key employees and customers of financial institutions, businesses or branches we acquire;
|
•
|
Difficulty in safely investing any cash generated by the acquisition;
|
•
|
Inability to utilize potential tax benefits from such transactions;
|
•
|
Difficulty in estimating the fair value of the financial institutions, businesses or branches to be acquired which affects the profits we generate from the acquisitions; and
|
•
|
Potential changes in banking or tax laws or regulations that may affect the financial institutions or businesses to be acquired.
|
•
|
demand for our loans, deposits and services may decline;
|
•
|
loan delinquencies, problem assets and foreclosures may increase;
|
•
|
weak economic conditions may continue to limit the demand for loans by creditworthy borrowers, limiting our capacity to leverage our retail deposits and maintain our net interest income;
|
•
|
collateral for our loans may decline further in value; and
|
•
|
the amount of our low-cost or non-interest bearing deposits may decrease.
|
•
|
the Office of the Comptroller of the Currency became the primary federal regulator for federal savings banks such as the Bank (replacing the Office of Thrift Supervision), and the FRB now supervises and regulates all savings and loan holding companies that were formerly regulated by the Office of Thrift Supervision, including the Company;
|
•
|
the Consumer Financial Protection Bureau was established, and has broad powers to supervise and enforce consumer protection laws. The Consumer Financial Protection Bureau has broad rule-making authority for a wide range of consumer protection laws that apply to all banks and savings institutions, including the authority to prohibit “unfair, deceptive or abusive” acts and practices. The Consumer Financial Protection Bureau has examination and enforcement authority over all banks and savings institutions with more than $10 billion in assets. Banks and savings institutions with $10 billion or less in assets, like the Bank, will be examined by their applicable bank regulators;
|
•
|
federal preemption rules that have been applicable for national banks and federal savings banks have been weakened, and state attorneys general have the ability to enforce federal consumer protection laws;
|
•
|
the federal prohibition on paying interest on demand deposits has been eliminated, thus allowing businesses to have interest bearing checking accounts. This change may increase our interest expense;
|
•
|
the FRB was required to set minimum capital levels for depository institution holding companies that are as stringent as those required for their insured depository subsidiaries, and the components of Tier 1 capital are required to be restricted to capital instruments that are currently considered to be Tier 1 capital for insured depository institutions;
|
•
|
there are prohibitions and restrictions on the ability of a banking entity and nonbank financial company to engage in proprietary trading and have certain interests in, or relationships with, a hedge fund or private equity fund (the “Volcker Rule”);
|
•
|
the assessment base for deposit insurance premiums was expanded; and
|
•
|
there are new restrictions on compensation, including a prohibition on incentive-based compensation arrangements that encourage inappropriate risk taking by covered financial institutions and are deemed to be excessive, or that may lead to material losses.
|
•
|
excessive upfront points and fees (those exceeding 3% of the total loan amount, less “bona fide discount points” for prime loans);
|
•
|
interest-only payments;
|
•
|
negative-amortization; and
|
•
|
terms longer than 30 years.
|
ITEM 1B.
|
UNRESOLVED STAFF COMMENTS
|
ITEM 2.
|
PROPERTIES
|
ITEM 3.
|
LEGAL PROCEEDINGS
|
ITEM 4.
|
MINE SAFETY DISCLOSURE
|
ITEM 5.
|
MARKET FOR REGISTRANT’S COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES
|
|
|
Price Per Share
|
|
Cash Dividend Declared
|
||||||||
|
|
High
|
|
Low
|
|
|||||||
Fiscal 2017
|
|
|
|
|
|
|
||||||
Fourth quarter
|
|
$
|
19.47
|
|
|
$
|
15.81
|
|
|
$
|
0.070
|
|
Third quarter
|
|
21.11
|
|
|
17.16
|
|
|
0.065
|
|
|||
Second quarter
|
|
20.10
|
|
|
16.27
|
|
|
0.060
|
|
|||
First quarter
|
|
16.75
|
|
|
12.51
|
|
|
0.055
|
|
|||
Fiscal 2016
|
|
|
|
|
|
|
||||||
Fourth quarter
|
|
$
|
13.98
|
|
|
$
|
12.54
|
|
|
$
|
0.050
|
|
Third quarter
|
|
13.80
|
|
|
12.36
|
|
|
0.050
|
|
|||
Second quarter
|
|
14.02
|
|
|
12.34
|
|
|
0.050
|
|
|||
First quarter
|
|
14.76
|
|
|
12.28
|
|
|
0.050
|
|
ITEM 6.
|
SELECTED FINANCIAL DATA
|
|
At September 30,
|
||||||||||||||||||
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||
|
(in thousands)
|
||||||||||||||||||
Selected financial condition data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,640,159
|
|
|
$
|
1,438,389
|
|
|
$
|
1,027,079
|
|
|
$
|
1,010,361
|
|
|
$
|
1,089,406
|
|
Cash and cash equivalents
|
152,338
|
|
|
91,849
|
|
|
30,343
|
|
|
99,463
|
|
|
161,452
|
|
|||||
Loans receivable, net
(1)
|
1,149,276
|
|
|
994,052
|
|
|
714,761
|
|
|
606,367
|
|
|
579,854
|
|
|||||
Other real estate owned
|
1,437
|
|
|
2,706
|
|
|
3,411
|
|
|
7,316
|
|
|
15,684
|
|
|||||
Securities available for sale
(2)
|
183,790
|
|
|
206,336
|
|
|
184,404
|
|
|
188,743
|
|
|
215,118
|
|
|||||
Transaction accounts
|
567,213
|
|
|
478,028
|
|
|
327,373
|
|
|
314,201
|
|
|
296,453
|
|
|||||
Total deposits
|
1,339,143
|
|
|
1,161,844
|
|
|
738,855
|
|
|
717,192
|
|
|
751,297
|
|
|||||
Borrowings
|
66,748
|
|
|
56,588
|
|
|
62,000
|
|
|
55,000
|
|
|
60,000
|
|
|||||
Total stockholders’ equity
|
214,199
|
|
|
203,150
|
|
|
204,931
|
|
|
224,955
|
|
|
273,778
|
|
|||||
Tangible total equity
|
171,236
|
|
|
170,716
|
|
|
200,058
|
|
|
220,206
|
|
|
268,649
|
|
(1)
|
Included in the loan balances at September 30, 2014 and 2013, are loans that were covered under loss share agreements with the FDIC prior to the termination of these agreements in the amount of
$69.6 million
and
$109.0 million
, respectively. Loans are presented net of deferred loan fees, allowance for loan losses, nonaccretable differences and accretable discounts and exclude loans held for sale.
|
(2)
|
Includes all CharterBank investment and mortgage securities available for sale.
|
|
At September 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||||||
Selected operating data:
|
|
|
|
|
|
|
|
|
|
||||||||||
Interest income
|
$
|
55,861
|
|
|
$
|
47,784
|
|
|
$
|
37,893
|
|
|
$
|
35,648
|
|
|
$
|
42,636
|
|
Interest expense
|
6,719
|
|
|
5,630
|
|
|
5,013
|
|
|
5,730
|
|
|
7,361
|
|
|||||
Net interest income
|
49,142
|
|
|
42,154
|
|
|
32,880
|
|
|
29,918
|
|
|
35,275
|
|
|||||
Provision for loan losses
|
(900
|
)
|
|
(250
|
)
|
|
—
|
|
|
(713
|
)
|
|
1,489
|
|
|||||
Net interest income after provision for loan losses
|
50,042
|
|
|
42,404
|
|
|
32,880
|
|
|
30,631
|
|
|
33,786
|
|
|||||
Noninterest income
|
19,239
|
|
|
20,964
|
|
|
12,329
|
|
|
14,277
|
|
|
11,653
|
|
|||||
Noninterest expense
|
46,523
|
|
|
45,398
|
|
|
36,832
|
|
|
36,211
|
|
|
36,314
|
|
|||||
Income before provision for income taxes
|
22,758
|
|
|
17,970
|
|
|
8,377
|
|
|
8,697
|
|
|
9,125
|
|
|||||
Income tax expense
|
8,322
|
|
|
6,107
|
|
|
2,805
|
|
|
2,742
|
|
|
2,869
|
|
|||||
Net income
|
$
|
14,436
|
|
|
$
|
11,863
|
|
|
$
|
5,572
|
|
|
$
|
5,955
|
|
|
$
|
6,256
|
|
Per share data:
(1)
|
|
|
|
|
|
|
|
|
|
||||||||||
Earnings per share – basic
|
$
|
1.01
|
|
|
$
|
0.83
|
|
|
$
|
0.35
|
|
|
$
|
0.29
|
|
|
$
|
0.30
|
|
Earnings per share – fully diluted
|
$
|
0.95
|
|
|
$
|
0.79
|
|
|
$
|
0.34
|
|
|
$
|
0.28
|
|
|
$
|
0.30
|
|
Cash dividends per share
|
$
|
0.25
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.20
|
|
|
$
|
0.35
|
|
(1)
|
Share and share amounts held by the public prior to April 8, 2013 have been restated to reflect the completion of the second-step conversion on April 8, 2013 using a conversion ratio of 1.2471.
|
|
At or For the Years Ended September 30,
|
|||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||
Selected financial ratios and other data:
|
|
|
|
|
|
|
|
|
|
|||||
Performance ratios:
|
|
|
|
|
|
|
|
|
|
|||||
Return on average assets (ratio of net income to average total assets)
|
0.98
|
%
|
|
0.98
|
%
|
|
0.56
|
%
|
|
0.56
|
%
|
|
0.58
|
%
|
Return on average equity (ratio of net income to average equity)
|
6.89
|
%
|
|
5.90
|
%
|
|
2.62
|
%
|
|
2.28
|
%
|
|
2.98
|
%
|
Return on average tangible equity (ratio of net income to average tangible equity)
(1)
|
8.18
|
%
|
|
6.46
|
%
|
|
2.68
|
%
|
|
2.32
|
%
|
|
3.06
|
%
|
Net interest rate spread
(2)
|
3.54
|
%
|
|
3.74
|
%
|
|
3.49
|
%
|
|
3.02
|
%
|
|
3.66
|
%
|
Net interest margin
(3)
|
3.67
|
%
|
|
3.89
|
%
|
|
3.67
|
%
|
|
3.22
|
%
|
|
3.82
|
%
|
Net interest margin, excluding the effects of purchase accounting
(4)
|
3.53
|
%
|
|
3.47
|
%
|
|
3.26
|
%
|
|
2.87
|
%
|
|
2.82
|
%
|
Efficiency ratio
(5)
|
68.04
|
%
|
|
71.93
|
%
|
|
81.47
|
%
|
|
81.93
|
%
|
|
77.38
|
%
|
Non-interest expense to average total assets
|
3.15
|
%
|
|
3.76
|
%
|
|
3.68
|
%
|
|
3.41
|
%
|
|
3.38
|
%
|
Average interest-earning assets as a ratio of average interest-bearing liabilities
|
1.25
|
x
|
|
1.28
|
x
|
|
1.32
|
x
|
|
1.31
|
x
|
|
1.19x
|
|
Average equity to average total assets
|
14.17
|
%
|
|
16.67
|
%
|
|
21.24
|
%
|
|
24.62
|
%
|
|
19.51
|
%
|
Dividend payout ratio
(6)
|
24.79
|
%
|
|
24.24
|
%
|
|
56.25
|
%
|
|
70.06
|
%
|
|
122.82
|
%
|
Asset quality ratios:
(7)
|
|
|
|
|
|
|
|
|
|
|||||
Nonperforming assets to total assets
|
0.19
|
%
|
|
0.45
|
%
|
|
0.73
|
%
|
|
1.14
|
%
|
|
1.71
|
%
|
Nonperforming loans to total loans
|
0.15
|
%
|
|
0.37
|
%
|
|
0.57
|
%
|
|
0.69
|
%
|
|
0.49
|
%
|
Allowance for loan losses as a ratio of nonperforming loans
|
6.49
|
x
|
|
2.78
|
x
|
|
2.30
|
x
|
|
2.23
|
x
|
|
4.15
|
x
|
Allowance for loan losses to total loans
|
0.96
|
%
|
|
1.03
|
%
|
|
1.30
|
%
|
|
1.53
|
%
|
|
2.04
|
%
|
Net (recoveries) charge-offs as a percentage of average loans outstanding
|
(0.16
|
)%
|
|
(0.13
|
)%
|
|
—
|
%
|
|
0.06
|
%
|
|
1.48
|
%
|
Bank regulatory capital ratios:
|
|
|
|
|
|
|
|
|
|
|||||
Total risk-based capital (to risk-weighted assets)
|
14.45
|
%
|
|
15.26
|
%
|
|
21.71
|
%
|
|
27.90
|
%
|
|
33.83
|
%
|
Tier 1 risk-based capital (to risk-weighted assets)
|
13.53
|
%
|
|
14.34
|
%
|
|
20.55
|
%
|
|
26.65
|
%
|
|
32.57
|
%
|
Common equity tier 1 risk-based capital (to risk-weighted assets)
(8)
|
13.53
|
%
|
|
14.34
|
%
|
|
20.55
|
%
|
|
N/A
|
|
|
N/A
|
|
Tier 1 leverage (to average assets)
|
10.96
|
%
|
|
11.51
|
%
|
|
16.04
|
%
|
|
17.67
|
%
|
|
18.56
|
%
|
Holding company regulatory capital ratios:
(9)
|
|
|
|
|
|
|
|
|
|
|||||
Total risk-based capital (to risk-weighted assets)
|
15.79
|
%
|
|
16.74
|
%
|
|
25.48
|
%
|
|
N/A
|
|
|
N/A
|
|
Tier 1 risk-based capital (to risk-weighted assets)
|
14.87
|
%
|
|
15.82
|
%
|
|
24.32
|
%
|
|
N/A
|
|
|
N/A
|
|
Common equity tier 1 risk-based capital (to risk-weighted assets)
(8)
|
14.32
|
%
|
|
15.23
|
%
|
|
24.32
|
%
|
|
N/A
|
|
|
N/A
|
|
Tier 1 leverage (to average assets)
|
12.05
|
%
|
|
12.68
|
%
|
|
19.11
|
%
|
|
N/A
|
|
|
N/A
|
|
Consolidated capital ratios:
|
|
|
|
|
|
|
|
|
|
|||||
Total equity to total assets
|
13.06
|
%
|
|
14.12
|
%
|
|
19.95
|
%
|
|
22.26
|
%
|
|
25.13
|
%
|
Tangible common equity ratio
(10)
|
10.72
|
%
|
|
12.14
|
%
|
|
19.56
|
%
|
|
21.90
|
%
|
|
24.78
|
%
|
Other data:
|
|
|
|
|
|
|
|
|
|
|||||
Number of full service offices
|
22
|
|
|
20
|
|
|
15
|
|
|
15
|
|
|
16
|
|
Full time equivalent employees
|
356
|
|
|
323
|
|
|
273
|
|
|
282
|
|
|
287
|
|
(1)
|
Non-GAAP financial measure, derived as net income divided by average total equity less average intangible assets. See Non-GAAP Financial Measures for further information.
|
(2)
|
The interest rate spread represents the difference between the weighted-average yield on interest-earning assets and the weighted average cost of interest-bearing liabilities for the year.
|
(3)
|
The net interest margin represents net interest income as a percent of average interest-earning assets for the year.
|
(4)
|
Net interest income excluding accretion and amortization of loss share loans receivable divided by average net interest earning assets, excluding average loan accretable discounts in the amount of
$2.4 million
,
$3.4 million
,
$4.6 million
,
$4.9 million
and
$9.2 million
for the years ended
September 30, 2017
,
2016
,
2015
,
2014
and 2013, respectively, a non-GAAP measure. See
Non-GAAP Financial Measures
.
|
(5)
|
The efficiency ratio represents non-interest expense divided by the sum of net interest income before provision for loan losses and non-interest income.
|
(6)
|
The dividend payout ratio represents total dividends declared and not waived by First Charter, MHC as applicable prior to the completion of the conversion, divided by total net income.
|
(7)
|
Due to the early termination of the FDIC loss share agreements in the fourth quarter of fiscal 2015, ratios for the year ended September 30, 2015, include all previously covered 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.
|
(8)
|
Common equity tier 1 risk-based capital ratio requirements were established under Basel III guidelines. Therefore, this ratio is not applicable to periods prior to January 1, 2015.
|
(9)
|
Pursuant to Section 171 (the Collins Amendment) and Section 939A of the Dodd-Frank Wall Street Reform and Consumer Protection Act (final rule), the Federal Reserve System was required to impose minimum regulatory capital requirements on both bank holding companies and savings and loan holding companies that are no less stringent than those applicable to insured depository institution subsidiaries. The phase-in of the above capital requirements varied based on the size and complexity of the institution. For the Company, January 1, 2015 was the effective date for compliance with the revised minimum regulatory capital ratios. As such, capital ratios are presented for the Company for periods ending after the effective date.
|
(10)
|
Non-GAAP financial measure, derived as total capital less intangible assets divided by total assets less intangible assets. See
Non-GAAP Financial Measures
.
|
ITEM 7.
|
MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATION
|
•
|
Leverage capital through disciplined acquisitions.
The economy and banking industry in Georgia, Alabama and Florida continue to face significant challenges as many banks have experienced capital and liquidity losses as a result of significant charge-offs associated with troubled loan credits. Additionally, the increased regulatory burden has created board and management fatigue in many smaller banks. These challenges have created strategic growth opportunities for us. Our discipline and selectivity in identifying target franchises, along with our successful history of managing transactions, and the additional capital raised through our second-step conversion provide us an advantage in pursuing and consummating future acquisitions. We will continue to leverage our capital base and acquisition experience to selectively pursue conservatively structured unassisted transactions of select franchises that present attractive risk-adjusted returns.
|
•
|
Expand our retail banking franchise.
Our focus is on growing our retail banking presence throughout the markets in Metro Atlanta, the I-85 corridor south to Auburn, Alabama, and the Florida Gulf Coast. Since September 30, 2010 we have reduced FHLB borrowings by
$152.0 million
and certificates of deposit by
$83.7 million
in our efforts to fund our balance sheet with core deposits (comprised of transaction, savings and money market accounts, as well as retail certificates of deposit under $250,000). Over this same time period we have increased core deposits from
$649.7 million
to
$1.2 billion
while lowering our cost of funds from
2.55%
for the year ended September 30, 2010 to
0.63%
for the year ended
September 30, 2017
. These deposits provide a low cost source of funds for our lending operations, as well as a source of fee income.
|
•
|
Expand franchise in good markets.
Since 2008 we have entered the Atlanta metro market with 11 branches. We also added three branches in the Pensacola MSA. Our legacy branches are on the I-85 corridor from Lagrange, Georgia to Auburn, Alabama. Atlanta is the fourth-fastest growing city in the United States.
|
•
|
Provide quality customer service and convenience
. In order to proactively address the needs of our clients, we continue to make and build out investments in infrastructure and technology to improve transactional efficiencies and minimize the amount of time required for customers to complete regular banking activities, such as making a deposit at a branch drive-thru. In addition, the customer experience is enhanced for in-branch transactions as unique amenities such as child-friendly play areas, coffee cafes and change counters combine banking activities with everyday realities. To further emphasize convenience for our customers, we offer extended hours at the majority of our offices and alternative banking delivery systems, such as internet and mobile banking, that allow customers to pay bills, transfer funds and monitor account balances at any time. Additionally, we strive to create tailored products and services that are designed to meet the changing needs of our customers, such as our Rewards checking program discussed under the heading Item 1, Business “—Sources of Funds.”
|
•
|
Maintain strong asset quality
. We emphasize a disciplined credit culture based on intimate market knowledge, close ties to our customers, sound underwriting standards and experienced loan officers. While the challenging operating environment which began several years ago contributed to an increase in problem assets, management’s primary objective has been to expeditiously reduce the level of nonperforming and classified assets through diligent monitoring and aggressive resolution efforts. The results of this effort are evidenced by our asset quality at
September 30, 2017
, with
$3.1 million
of nonperforming assets which represented
0.19%
of total assets. This is compared to
$6.4 million
of nonperforming assets, or
0.45%
of total assets, at
September 30, 2016
. Our ratio of allowance for loan losses to nonperforming loans was
649.13%
at
September 30, 2017
.
|
•
|
Focus on relationship-driven banking
. We are focused on meeting the financial needs of our customer base through offering a full complement of loan, deposit and online banking solutions (i.e. internet banking and mobile banking). Over the years we have introduced new products and services in order to more fully serve and deepen the relationship with customers which has enabled us to grow our core deposit base, which generally represents a customer’s primary banking relationship. Our quality customer relationships and core competencies provide opportunities for cross selling products to existing customers in an effort to deepen our “share of wallet” and we intend to actively develop such opportunities.
|
•
|
Scalable operating platform.
Our previous acquisitions of CBS and Resurgens, as well as our FDIC-assisted acquisitions highlight our ability to capitalize on opportunities that offer attractive risk-adjusted returns and provide a template for future acquisitions. We will continue to improve our operating leverage and focus our attention on other initiatives to increase franchise value.
|
(1)
|
Loans are shown net of deferred loan fees, allowance for loan losses, nonaccretable differences and accretable discounts.
|
|
At September 30,
|
|||||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
|||||||||||||||||||||||||
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|
Amount
|
|
Percent
|
|||||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||||||||||
1-4 family residential real estate
(1)
|
$
|
232,040
|
|
|
20.0
|
%
|
|
$
|
236,940
|
|
|
23.6
|
%
|
|
$
|
188,044
|
|
|
25.9
|
%
|
|
$
|
163,656
|
|
|
26.5
|
%
|
|
$
|
134,035
|
|
|
22.6
|
%
|
Commercial real estate
|
697,071
|
|
|
60.0
|
%
|
|
595,157
|
|
|
59.2
|
%
|
|
416,576
|
|
|
57.4
|
%
|
|
356,642
|
|
|
57.8
|
%
|
|
364,281
|
|
|
61.4
|
%
|
|||||
Commercial
|
103,673
|
|
|
8.9
|
%
|
|
71,865
|
|
|
7.1
|
%
|
|
37,444
|
|
|
5.2
|
%
|
|
28,298
|
|
|
4.6
|
%
|
|
29,225
|
|
|
4.9
|
%
|
|||||
Real estate construction
|
88,792
|
|
|
7.6
|
%
|
|
80,500
|
|
|
8.0
|
%
|
|
77,217
|
|
|
10.6
|
%
|
|
63,485
|
|
|
10.3
|
%
|
|
44,653
|
|
|
7.5
|
%
|
|||||
Consumer and other loans
|
39,944
|
|
|
3.5
|
%
|
|
21,241
|
|
|
2.1
|
%
|
|
6,392
|
|
|
0.9
|
%
|
|
5,139
|
|
|
0.8
|
%
|
|
20,897
|
|
|
3.6
|
%
|
|||||
Total loans, gross
(2)
|
1,161,520
|
|
|
100.0
|
%
|
|
1,005,703
|
|
|
100.0
|
%
|
|
725,673
|
|
|
100.0
|
%
|
|
617,220
|
|
|
100.0
|
%
|
|
593,091
|
|
|
100.0
|
%
|
|||||
Deferred loan fees, net
|
(1,166
|
)
|
|
|
|
(1,280
|
)
|
|
|
|
(1,423
|
)
|
|
|
|
(1,382
|
)
|
|
|
|
(1,124
|
)
|
|
|
||||||||||
Allowance for loan losses
|
(11,078
|
)
|
|
|
|
(10,371
|
)
|
|
|
|
(9,489
|
)
|
|
|
|
(9,471
|
)
|
|
|
|
(12,113
|
)
|
|
|
||||||||||
Loans receivable, net
(3)
|
$
|
1,149,276
|
|
|
|
|
$
|
994,052
|
|
|
|
|
$
|
714,761
|
|
|
|
|
$
|
606,367
|
|
|
|
|
$
|
579,854
|
|
|
|
(1)
|
Excludes loans held for sale of
$2.0 million
$2.9 million
,
$1.4 million
,
$2.1 million
and
$1.9 million
at
September 30, 2017
,
2016
,
2015
,
2014
and
2013
, respectively.
|
(2)
|
Net of undisbursed proceeds on loans-in-process and acquired loan fair value discounts.
|
(3)
|
Included in the loan balances at September 30, 2014, 2013, and 2012, are net loans that were covered under loss share agreements with the FDIC prior to the termination of these agreements in the amount of
$69.6 million
,
$109.0 million
, and
$166.2 million
, respectively.
|
|
|
Real estate construction
(1) (3)
|
|
Consumer and other loans
(1)
|
|
Total
(2)
|
|||||||||||||||
Amount
(3)
|
|
Weighted average rate
|
|
Amount
|
|
Weighted average rate
|
|
Amount
|
|
Weighted average rate
|
|||||||||||
(dollars in thousands)
|
|||||||||||||||||||||
Due During the Years
Ending September 30, |
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
2018
|
|
$
|
68,447
|
|
|
5.47
|
%
|
|
$
|
1,656
|
|
|
5.57
|
%
|
|
$
|
226,512
|
|
|
5.04
|
%
|
2019
|
|
12,298
|
|
|
5.31
|
|
|
1,033
|
|
|
4.61
|
|
|
108,208
|
|
|
4.91
|
|
|||
2020
|
|
840
|
|
|
4.25
|
|
|
1,665
|
|
|
4.96
|
|
|
120,618
|
|
|
4.75
|
|
|||
2021 to 2022
|
|
1,800
|
|
|
4.94
|
|
|
1,599
|
|
|
4.62
|
|
|
111,534
|
|
|
4.78
|
|
|||
2023 to 2027
|
|
83
|
|
|
6.25
|
|
|
422
|
|
|
6.76
|
|
|
190,465
|
|
|
4.58
|
|
|||
2028 to 2032
|
|
922
|
|
|
4.85
|
|
|
5,061
|
|
|
8.80
|
|
|
143,502
|
|
|
4.59
|
|
|||
2033 and beyond
|
|
4,402
|
|
|
3.82
|
|
|
28,507
|
|
|
8.86
|
|
|
260,681
|
|
|
5.06
|
|
|||
Total
|
|
$
|
88,792
|
|
|
5.34
|
|
|
$
|
39,943
|
|
|
8.25
|
|
|
$
|
1,161,520
|
|
|
4.85
|
|
(1)
|
Presented net of undisbursed proceeds on loans-in-progress.
|
(2)
|
Excludes allowance for loan losses and net deferred loan fees.
|
(3)
|
All real estate construction loans with scheduled repayments in 2020 and beyond are construction-to-permanent loans.
|
|
|
Due After September 30, 2018
|
||||||||||
|
|
Fixed
|
|
Adjustable
|
|
Total
|
||||||
|
|
(in thousands)
|
||||||||||
1-4 family residential real estate
|
|
$
|
56,162
|
|
|
$
|
143,818
|
|
|
$
|
199,980
|
|
Commercial real estate
|
|
2,309
|
|
|
18,036
|
|
|
20,345
|
|
|||
Commercial
|
|
294,665
|
|
|
305,574
|
|
|
600,239
|
|
|||
Real estate construction
|
|
38,113
|
|
|
174
|
|
|
38,287
|
|
|||
Consumer and other loans
|
|
50,323
|
|
|
25,834
|
|
|
76,157
|
|
|||
Total loans
|
|
$
|
441,572
|
|
|
$
|
493,436
|
|
|
$
|
935,008
|
|
|
At September 30,
|
||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
|
Amortized Cost
|
|
Fair Value
|
||||||||||||
|
(in thousands)
|
||||||||||||||||||||||
Other investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
State and municipal securities
|
$
|
2,239
|
|
|
$
|
2,252
|
|
|
$
|
2,484
|
|
|
$
|
2,524
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Collateralized loan obligations
|
40,629
|
|
|
40,677
|
|
|
39,749
|
|
|
39,707
|
|
|
39,637
|
|
|
39,496
|
|
||||||
Total investment securities
|
42,868
|
|
|
42,929
|
|
|
42,233
|
|
|
42,231
|
|
|
39,637
|
|
|
39,496
|
|
||||||
Mortgage-backed and mortgage-related securities:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FHLMC certificates
|
21,658
|
|
|
21,755
|
|
|
27,432
|
|
|
28,025
|
|
|
35,533
|
|
|
35,991
|
|
||||||
FNMA certificates
|
114,741
|
|
|
112,992
|
|
|
126,293
|
|
|
127,403
|
|
|
97,677
|
|
|
98,218
|
|
||||||
GNMA certificates
|
2,504
|
|
|
2,506
|
|
|
1,509
|
|
|
1,513
|
|
|
1,554
|
|
|
1,559
|
|
||||||
Total mortgage-backed and mortgage-related securities
|
138,903
|
|
|
137,253
|
|
|
155,234
|
|
|
156,941
|
|
|
134,764
|
|
|
135,768
|
|
||||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
FHLMC
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
37
|
|
|
39
|
|
||||||
FNMA
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
62
|
|
|
63
|
|
||||||
Other
(1)
|
3,743
|
|
|
3,608
|
|
|
7,197
|
|
|
7,164
|
|
|
8,989
|
|
|
9,038
|
|
||||||
Total collateralized mortgage obligations
|
3,743
|
|
|
3,608
|
|
|
7,197
|
|
|
7,164
|
|
|
9,088
|
|
|
9,140
|
|
||||||
Total mortgage-backed securities and collateralized mortgage obligations
|
142,646
|
|
|
140,861
|
|
|
162,431
|
|
|
164,105
|
|
|
143,852
|
|
|
144,908
|
|
||||||
Total
|
$
|
185,514
|
|
|
$
|
183,790
|
|
|
$
|
204,664
|
|
|
$
|
206,336
|
|
|
$
|
183,489
|
|
|
$
|
184,404
|
|
(1)
|
Includes private-label mortgage securities. See
Note 4:
Securities Available for Sale
in the Notes to Consolidated Financial Statements.
|
|
One year or less
|
|
Years two through five
|
|
Years six through ten
|
|
More than ten years
|
|
Total securities
|
|||||||||||||||||||||||||||||
|
Amort-
ized Cost |
|
Weight-
ed Avg Yield |
|
Amort-
ized Cost |
|
Weight-
ed Avg Yield |
|
Amort-
ized Cost |
|
Weight-
ed Avg Yield |
|
Amort-
ized Cost |
|
Weight-
ed Avg Yield |
|
Amort-
ized Cost |
|
Fair Value
|
|
Weight-
ed Avg Yield |
|||||||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||||||||||||||
Other investment securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
State and municipal securities
|
$
|
808
|
|
|
1.86
|
%
|
|
$
|
1,431
|
|
|
2.65
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
—
|
|
|
—
|
%
|
|
$
|
2,239
|
|
|
$
|
2,252
|
|
|
2.37
|
%
|
Collateralized loan obligations
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,579
|
|
|
3.54
|
|
|
29,050
|
|
|
3.03
|
|
|
40,629
|
|
|
40,678
|
|
|
3.17
|
|
||||||
Total investment securities
|
808
|
|
|
1.86
|
|
|
1,431
|
|
|
2.65
|
|
|
11,579
|
|
|
3.54
|
|
|
29,050
|
|
|
3.03
|
|
|
42,868
|
|
|
42,929
|
|
|
|
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
FHLMC certificates
|
—
|
|
|
—
|
|
|
1,066
|
|
|
1.79
|
|
|
4,390
|
|
|
1.84
|
|
|
16,202
|
|
|
2.26
|
|
|
21,658
|
|
|
21,755
|
|
|
2.07
|
|
||||||
FNMA certificates
|
12,824
|
|
|
0.97
|
|
|
25,139
|
|
|
2.14
|
|
|
63,187
|
|
|
1.49
|
|
|
13,591
|
|
|
2.42
|
|
|
114,741
|
|
|
112,992
|
|
|
2.54
|
|
||||||
GNMA certificates
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,504
|
|
|
5.14
|
|
|
2,504
|
|
|
2,506
|
|
|
5.14
|
|
||||||
Total mortgage-backed securities
|
12,824
|
|
|
—
|
|
|
26,205
|
|
|
2.05
|
|
|
67,577
|
|
|
1.51
|
|
|
32,297
|
|
|
4.32
|
|
|
138,903
|
|
|
137,253
|
|
|
2.21
|
|
||||||
Collateralized mortgage obligations:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||||
Other
(1)
|
108
|
|
|
3.60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,635
|
|
|
3.50
|
|
|
3,743
|
|
|
3,608
|
|
|
7.11
|
|
||||||
Total collateralized mortgage obligations
|
108
|
|
|
3.60
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
3,635
|
|
|
3.50
|
|
|
3,743
|
|
|
3,608
|
|
|
7.11
|
|
||||||
Total
|
$
|
13,740
|
|
|
1.04
|
%
|
|
$
|
27,636
|
|
|
1.48
|
%
|
|
$
|
79,156
|
|
|
1.97
|
%
|
|
$
|
64,982
|
|
|
2.90
|
%
|
|
$
|
185,514
|
|
|
$
|
183,790
|
|
|
2.16
|
%
|
(1)
|
Includes private-label mortgage securities.
|
|
|
|
Deposit Balances
|
||||||||||||||||||||||||||||||||
|
Deposit & Bankcard Fees
|
|
Checking
|
|
Savings
|
|
Money Market
|
|
Retail CDs Under $250k
|
|
Total Core Deposits
(1)
|
|
Retail CDs $250k & Over
|
|
Wholesale CDs
|
|
Total Deposits
|
||||||||||||||||||
|
|
|
(in thousands)
|
||||||||||||||||||||||||||||||||
September 30, 2017
|
$
|
3,499
|
|
|
$
|
567,213
|
|
|
$
|
66,158
|
|
|
$
|
279,483
|
|
|
$
|
332,608
|
|
|
$
|
1,245,462
|
|
|
$
|
54,480
|
|
|
$
|
39,201
|
|
|
$
|
1,339,143
|
|
June 30, 2017
|
3,415
|
|
|
510,810
|
|
|
65,430
|
|
|
236,785
|
|
|
303,157
|
|
|
1,116,182
|
|
|
41,267
|
|
|
36,805
|
|
|
1,194,254
|
|
|||||||||
March 31, 2017
|
3,067
|
|
|
513,294
|
|
|
64,868
|
|
|
242,375
|
|
|
304,798
|
|
|
1,125,335
|
|
|
39,602
|
|
|
36,793
|
|
|
1,201,730
|
|
|||||||||
December 31, 2016
|
3,170
|
|
|
481,841
|
|
|
61,300
|
|
|
265,316
|
|
|
304,364
|
|
|
1,112,821
|
|
|
36,744
|
|
|
36,782
|
|
|
1,186,347
|
|
|||||||||
September 30, 2016
|
3,179
|
|
|
478,028
|
|
|
63,824
|
|
|
242,853
|
|
|
303,456
|
|
|
1,088,161
|
|
|
36,906
|
|
|
36,777
|
|
|
1,161,844
|
|
|||||||||
June 30, 2016
|
3,110
|
|
|
472,123
|
|
|
62,810
|
|
|
247,165
|
|
|
301,675
|
|
|
1,083,773
|
|
|
34,719
|
|
|
36,753
|
|
|
1,155,245
|
|
|||||||||
March 31, 2016
|
2,809
|
|
|
353,834
|
|
|
54,317
|
|
|
146,109
|
|
|
182,370
|
|
|
736,630
|
|
|
24,462
|
|
|
30,600
|
|
|
791,692
|
|
|||||||||
December 31, 2015
|
2,898
|
|
|
331,570
|
|
|
50,017
|
|
|
131,997
|
|
|
179,609
|
|
|
693,193
|
|
|
20,452
|
|
|
30,589
|
|
|
744,234
|
|
|||||||||
September 30, 2015
|
2,767
|
|
|
327,373
|
|
|
50,566
|
|
|
127,215
|
|
|
178,578
|
|
|
683,732
|
|
|
19,546
|
|
|
35,577
|
|
|
738,855
|
|
(1)
|
Non-GAAP financial measure. See
Non-GAAP Financial Measures
for more information.
|
|
For the Years Ended September 30,
|
||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||||||||||||||||||||
|
Average Balance
|
|
Percent
|
|
Weighted Average Rate
|
|
Average Balance
|
|
Percent
|
|
Weighted Average Rate
|
|
Average Balance
|
|
Percent
|
|
Weighted Average Rate
|
||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||
Deposit type:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Savings accounts
|
$
|
63,927
|
|
|
5.4
|
%
|
|
0.04
|
%
|
|
$
|
56,963
|
|
|
6.1
|
%
|
|
0.04
|
%
|
|
$
|
49,782
|
|
|
6.9
|
%
|
|
0.02
|
%
|
Certificates of deposit
|
384,304
|
|
|
32.1
|
|
|
0.91
|
|
|
297,270
|
|
|
31.8
|
|
|
0.85
|
|
|
227,917
|
|
|
31.6
|
|
|
0.94
|
|
|||
Money market
|
252,148
|
|
|
21.1
|
|
|
0.31
|
|
|
185,818
|
|
|
19.8
|
|
|
0.28
|
|
|
125,151
|
|
|
17.4
|
|
|
0.21
|
|
|||
Checking
|
494,244
|
|
|
41.4
|
|
|
0.09
|
|
|
396,485
|
|
|
42.3
|
|
|
0.09
|
|
|
318,404
|
|
|
44.1
|
|
|
0.10
|
|
|||
Total deposits
|
$
|
1,194,623
|
|
|
100.0
|
%
|
|
0.37
|
%
|
|
$
|
936,536
|
|
|
100.0
|
%
|
|
0.37
|
%
|
|
$
|
721,254
|
|
|
100.0
|
%
|
|
0.45
|
%
|
|
|
At September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(in thousands)
|
||||||||||
Interest rate:
|
|
|
|
|
|
|
||||||
Less than 2.00%
|
|
$
|
403,851
|
|
|
$
|
356,734
|
|
|
$
|
228,637
|
|
2.00% to 2.99%
|
|
17,773
|
|
|
15,708
|
|
|
5,064
|
|
|||
3.00% to 3.99%
|
|
4,665
|
|
|
4,697
|
|
|
—
|
|
|||
Total
|
|
$
|
426,289
|
|
|
$
|
377,139
|
|
|
$
|
233,701
|
|
|
|
At September 30, 2017
|
|||||||||||||||||||||
|
|
Period to Maturity
|
|||||||||||||||||||||
|
|
Less than or equal to one year
|
|
More than one to two years
|
|
More than two to three years
|
|
More than three years
|
|
Total
|
|
Percent of total
|
|||||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||||
Interest rate range:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||
0.49% and below
|
|
$
|
43,507
|
|
|
$
|
3,621
|
|
|
$
|
3,593
|
|
|
$
|
3,709
|
|
|
$
|
54,430
|
|
|
12.8
|
%
|
0.50% to 0.99%
|
|
70,853
|
|
|
14,229
|
|
|
1,468
|
|
|
2,774
|
|
|
89,323
|
|
|
20.9
|
|
|||||
1.00% to 1.99%
|
|
143,876
|
|
|
54,295
|
|
|
33,106
|
|
|
28,821
|
|
|
260,098
|
|
|
61.0
|
|
|||||
2.00% to 2.99%
|
|
57
|
|
|
1,524
|
|
|
9,893
|
|
|
6,299
|
|
|
17,773
|
|
|
4.2
|
|
|||||
3.00% to 3.99%
|
|
—
|
|
|
150
|
|
|
—
|
|
|
4,515
|
|
|
4,665
|
|
|
1.1
|
|
|||||
Total
|
|
$
|
258,293
|
|
|
$
|
73,819
|
|
|
$
|
48,060
|
|
|
$
|
46,118
|
|
|
$
|
426,289
|
|
|
100.0
|
%
|
|
|
At September 30, 2017
|
||||||
|
|
Retail
(1)
|
|
Wholesale
(2)
|
||||
|
|
(in thousands)
|
||||||
Three months or less
|
|
$
|
35,467
|
|
|
$
|
2,286
|
|
Over three months through six months
|
|
37,475
|
|
|
2,726
|
|
||
Over six months through one year
|
|
62,707
|
|
|
12,000
|
|
||
Over one year to three years
|
|
62,500
|
|
|
16,191
|
|
||
Over three years
|
|
21,719
|
|
|
5,256
|
|
||
Total
|
|
$
|
219,868
|
|
|
$
|
38,459
|
|
(1)
|
Retail certificates of deposit consist of deposits held directly by customers. The weighted average interest rate for all retail certificates of deposit at
September 30, 2017
, was
0.78%
.
|
(2)
|
Wholesale certificates of deposit include brokered and credit union deposits. The weighted average interest rate for all wholesale certificates of deposit at
September 30, 2017
, was
1.21%
.
|
|
|
At or For the Years Ended September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
(dollars in thousands)
|
||||||||||
Balance at end of year
|
|
$
|
60,023
|
|
|
$
|
50,000
|
|
|
$
|
62,000
|
|
Average balance during year
|
|
$
|
50,832
|
|
|
$
|
51,181
|
|
|
$
|
54,499
|
|
Maximum outstanding at any month end
|
|
$
|
60,023
|
|
|
$
|
55,000
|
|
|
$
|
62,000
|
|
Weighted average interest rate at end of year
|
|
2.45
|
%
|
|
3.03
|
%
|
|
3.55
|
%
|
|||
Average interest rate during year
|
|
2.80
|
%
|
|
3.82
|
%
|
|
4.19
|
%
|
|
For the Years Ended September 30,
|
|||||||||||||||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||||||||||||||
|
Average Balance
|
|
Interest
|
|
Average Yield/Cost
|
|
Average Balance
|
|
Interest
|
|
Average Yield/Cost
|
|
Average Balance
|
|
Interest
|
|
Average Yield/Cost
|
|||||||||||||||
|
(dollars in thousands)
|
|||||||||||||||||||||||||||||||
Assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-earning assets:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
Interest-earning deposits in other financial institutions
|
$
|
103,483
|
|
|
894
|
|
|
0.86
|
%
|
|
$
|
52,667
|
|
|
217
|
|
|
0.41
|
%
|
|
$
|
42,836
|
|
|
93
|
|
|
0.22
|
%
|
|||
Certificates of deposit held at other financial institutions
|
10,457
|
|
|
147
|
|
|
1.41
|
|
|
8,946
|
|
|
105
|
|
|
1.18
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
FHLB common stock and other equity securities
|
3,478
|
|
|
162
|
|
|
4.66
|
|
|
3,222
|
|
|
154
|
|
|
4.79
|
|
|
3,304
|
|
|
143
|
|
|
4.33
|
|
||||||
Taxable investment securities
|
191,236
|
|
|
4,296
|
|
|
2.25
|
|
|
173,888
|
|
|
3,742
|
|
|
2.15
|
|
|
183,956
|
|
|
3,656
|
|
|
1.99
|
|
||||||
Nontaxable investment securities
(1)
|
1,567
|
|
|
18
|
|
|
1.16
|
|
|
997
|
|
|
12
|
|
|
1.17
|
|
|
2,988
|
|
|
12
|
|
|
0.42
|
|
||||||
Restricted securities
|
279
|
|
|
11
|
|
|
3.95
|
|
|
129
|
|
|
5
|
|
|
3.89
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loans receivable
(1)(2)(3)(4)
|
1,028,097
|
|
|
48,591
|
|
|
4.73
|
|
|
845,014
|
|
|
39,178
|
|
|
4.64
|
|
|
662,283
|
|
|
30,431
|
|
|
4.59
|
|
||||||
Accretion, net, of acquired loan discounts
(5)
|
|
|
1,742
|
|
|
0.17
|
|
|
|
|
4,371
|
|
|
0.52
|
|
|
|
|
3,558
|
|
|
0.53
|
|
|||||||||
Total interest-earning assets
|
1,338,597
|
|
|
55,861
|
|
|
4.17
|
|
|
1,084,863
|
|
|
47,784
|
|
|
4.40
|
|
|
895,367
|
|
|
37,893
|
|
|
4.23
|
|
||||||
Total noninterest-earning assets
|
139,897
|
|
|
|
|
|
|
|
122,056
|
|
|
|
|
|
|
|
105,145
|
|
|
|
|
|
||||||||||
Total assets
|
$
|
1,478,494
|
|
|
|
|
|
|
$
|
1,206,919
|
|
|
|
|
|
|
$
|
1,000,512
|
|
|
|
|
|
|||||||||
Liabilities and Equity:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest-bearing liabilities:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Interest bearing checking
|
$
|
255,863
|
|
|
$
|
406
|
|
|
0.16
|
%
|
|
$
|
206,985
|
|
|
$
|
278
|
|
|
0.13
|
%
|
|
$
|
171,792
|
|
|
$
|
214
|
|
|
0.12
|
%
|
Bank rewarded checking
|
53,556
|
|
|
105
|
|
|
0.20
|
|
|
49,077
|
|
|
97
|
|
|
0.20
|
|
|
48,272
|
|
|
100
|
|
|
0.21
|
|
||||||
Savings accounts
|
63,927
|
|
|
25
|
|
|
0.04
|
|
|
56,963
|
|
|
23
|
|
|
0.04
|
|
|
49,782
|
|
|
10
|
|
|
0.02
|
|
||||||
Money market deposit accounts
|
252,148
|
|
|
777
|
|
|
0.31
|
|
|
185,818
|
|
|
522
|
|
|
0.28
|
|
|
125,151
|
|
|
265
|
|
|
0.21
|
|
||||||
Certificate of deposit accounts
|
384,304
|
|
|
3,480
|
|
|
0.91
|
|
|
297,270
|
|
|
2,533
|
|
|
0.85
|
|
|
227,917
|
|
|
2,138
|
|
|
0.94
|
|
||||||
Total interest-bearing deposits
|
1,009,798
|
|
|
4,793
|
|
|
0.47
|
|
|
796,113
|
|
|
3,453
|
|
|
0.43
|
|
|
622,914
|
|
|
2,727
|
|
|
0.44
|
|
||||||
Borrowed funds
|
50,832
|
|
|
1,422
|
|
|
2.80
|
|
|
51,181
|
|
|
1,955
|
|
|
3.82
|
|
|
54,513
|
|
|
2,286
|
|
|
4.19
|
|
||||||
Floating rate junior subordinated debt
|
6,651
|
|
|
505
|
|
|
7.59
|
|
|
3,022
|
|
|
222
|
|
|
7.33
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total interest-bearing liabilities
|
1,067,281
|
|
|
6,720
|
|
|
0.63
|
|
|
850,316
|
|
|
5,630
|
|
|
0.66
|
|
|
677,427
|
|
|
5,013
|
|
|
0.74
|
|
||||||
Noninterest-bearing deposits
|
184,825
|
|
|
|
|
|
|
140,423
|
|
|
|
|
|
|
98,340
|
|
|
|
|
|
||||||||||||
Other noninterest-bearing liabilities
|
16,846
|
|
|
|
|
|
|
15,028
|
|
|
|
|
|
|
12,203
|
|
|
|
|
|
||||||||||||
Total noninterest-bearing liabilities
|
201,671
|
|
|
|
|
|
|
155,451
|
|
|
|
|
|
|
110,543
|
|
|
|
|
|
||||||||||||
Total liabilities
|
1,268,952
|
|
|
|
|
|
|
1,005,767
|
|
|
|
|
|
|
787,970
|
|
|
|
|
|
||||||||||||
Total stockholders' equity
|
209,542
|
|
|
|
|
|
|
201,152
|
|
|
|
|
|
|
212,542
|
|
|
|
|
|
||||||||||||
Total liabilities and stockholders' equity
|
$
|
1,478,494
|
|
|
|
|
|
|
$
|
1,206,919
|
|
|
|
|
|
|
$
|
1,000,512
|
|
|
|
|
|
|||||||||
Net interest income
|
|
|
|
$
|
49,141
|
|
|
|
|
|
|
|
|
$
|
42,154
|
|
|
|
|
|
|
|
$
|
32,880
|
|
|
|
|||||
Net interest earning assets
(6)
|
|
|
|
$
|
271,316
|
|
|
|
|
|
|
|
|
$
|
234,547
|
|
|
|
|
|
|
|
$
|
217,940
|
|
|
|
|||||
Net interest rate spread
(7)
|
|
|
|
|
|
|
3.54
|
%
|
|
|
|
|
|
|
|
3.74
|
%
|
|
|
|
|
|
3.49
|
%
|
||||||||
Net interest margin
(8)
|
|
|
|
|
|
|
3.67
|
%
|
|
|
|
|
|
|
|
3.89
|
%
|
|
|
|
|
|
3.67
|
%
|
||||||||
Net interest margin, excluding the effects of purchase accounting
(9)
|
|
|
|
|
3.53
|
%
|
|
|
|
|
|
3.47
|
%
|
|
|
|
|
|
3.26
|
%
|
||||||||||||
Ratio of average interest-earning assets to average interest-bearing liabilities
|
|
|
|
|
|
|
125.42
|
%
|
|
|
|
|
|
|
|
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, 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 acquisitions and amortization of the overstatement of the FDIC indemnification asset during the years ended September 30, 2015 and 2014.
|
(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 (see
Non-GAAP Financial Measures
for more information) 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
$2.4 million
,
$3.4 million
and
$4.6 million
for the years ended
September 30, 2017
,
2016
and
2015
, respectively.
|
|
|
Year Ended September 30, 2017
Compared to the Year Ended September 30, 2016 |
||||||||||||||
|
|
Increase/(Decrease) Due to
|
||||||||||||||
|
|
Volume
|
|
Rate
|
|
Combined
|
|
Net
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Interest Income:
|
|
|
|
|
|
|
|
|
||||||||
Interest-earning deposits in other financial institutions
|
|
$
|
209
|
|
|
$
|
238
|
|
|
$
|
230
|
|
|
$
|
677
|
|
Certificates of deposit held at other financial institutions
|
|
18
|
|
|
21
|
|
|
3
|
|
|
42
|
|
||||
FHLB common stock and other equity securities
|
|
12
|
|
|
(4
|
)
|
|
—
|
|
|
8
|
|
||||
Taxable investment securities
|
|
373
|
|
|
165
|
|
|
16
|
|
|
554
|
|
||||
Nontaxable investment securities
|
|
7
|
|
|
—
|
|
|
(1
|
)
|
|
6
|
|
||||
Restricted securities
|
|
6
|
|
|
—
|
|
|
—
|
|
|
6
|
|
||||
Loans receivable
|
|
9,435
|
|
|
(2,179
|
)
|
|
(472
|
)
|
|
6,784
|
|
||||
Total interest-earning assets
|
|
10,060
|
|
|
(1,759
|
)
|
|
(224
|
)
|
|
8,077
|
|
||||
Interest Expense:
|
|
|
|
|
|
|
|
|
||||||||
Checking accounts
|
|
78
|
|
|
49
|
|
|
9
|
|
|
136
|
|
||||
Savings accounts
|
|
3
|
|
|
(1
|
)
|
|
—
|
|
|
2
|
|
||||
Money market deposit accounts
|
|
186
|
|
|
50
|
|
|
19
|
|
|
255
|
|
||||
Certificate of deposit accounts
|
|
742
|
|
|
159
|
|
|
46
|
|
|
947
|
|
||||
Total interest-bearing deposits
|
|
1,009
|
|
|
257
|
|
|
74
|
|
|
1,340
|
|
||||
Borrowed funds
|
|
(13
|
)
|
|
(523
|
)
|
|
3
|
|
|
(533
|
)
|
||||
Floating rate junior subordinated debt
|
|
267
|
|
|
7
|
|
|
9
|
|
|
283
|
|
||||
Total interest-bearing liabilities
|
|
1,263
|
|
|
(259
|
)
|
|
86
|
|
|
1,090
|
|
||||
Net change in net interest income
|
|
$
|
8,797
|
|
|
$
|
(1,500
|
)
|
|
$
|
(310
|
)
|
|
$
|
6,987
|
|
|
|
Year Ended September 30, 2016
Compared to the Year Ended September 30, 2015 |
||||||||||||||
|
|
Increase/(Decrease) Due to
|
||||||||||||||
|
|
Volume
|
|
Rate
|
|
Combined
|
|
Net
|
||||||||
|
|
(in thousands)
|
||||||||||||||
Interest Income:
|
|
|
|
|
|
|
|
|
||||||||
Interest-earning deposits in other financial institutions
|
|
$
|
21
|
|
|
$
|
83
|
|
|
$
|
20
|
|
|
$
|
124
|
|
FHLB common stock and other equity securities
|
|
(4
|
)
|
|
15
|
|
|
—
|
|
|
11
|
|
||||
Taxable investment securities
|
|
(200
|
)
|
|
303
|
|
|
(17
|
)
|
|
86
|
|
||||
Nontaxable investment securities
|
|
(8
|
)
|
|
23
|
|
|
(15
|
)
|
|
—
|
|
||||
Loans receivable
|
|
9,378
|
|
|
143
|
|
|
39
|
|
|
9,560
|
|
||||
Total interest-earning assets
|
|
9,187
|
|
|
567
|
|
|
137
|
|
|
9,891
|
|
||||
Interest Expense:
|
|
|
|
|
|
|
|
|
||||||||
Checking accounts
|
|
51
|
|
|
9
|
|
|
1
|
|
|
61
|
|
||||
Savings accounts
|
|
1
|
|
|
10
|
|
|
2
|
|
|
13
|
|
||||
Money market deposit accounts
|
|
128
|
|
|
86
|
|
|
43
|
|
|
257
|
|
||||
Certificate of deposit accounts
|
|
651
|
|
|
(196
|
)
|
|
(60
|
)
|
|
395
|
|
||||
Total interest-bearing deposits
|
|
831
|
|
|
(91
|
)
|
|
(14
|
)
|
|
726
|
|
||||
Borrowed funds
|
|
(140
|
)
|
|
(203
|
)
|
|
12
|
|
|
(331
|
)
|
||||
Total interest-bearing liabilities
|
|
691
|
|
|
(294
|
)
|
|
220
|
|
|
617
|
|
||||
Net change in net interest income
|
|
$
|
8,496
|
|
|
$
|
861
|
|
|
$
|
(83
|
)
|
|
$
|
9,274
|
|
|
Loan Accretion (Amortization) Income
|
|||||||||||||||||||||||||||||||
|
2011
|
|
2012
|
|
2013
|
|
2014
|
|
2015
|
|
2016
|
|
2017
|
|
|
Remaining
(2)
|
||||||||||||||||
|
(in thousands)
|
|||||||||||||||||||||||||||||||
NCB
|
$
|
2,272
|
|
|
$
|
751
|
|
|
$
|
844
|
|
|
$
|
239
|
|
|
$
|
68
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
|
$
|
—
|
|
MCB
|
5,742
|
|
|
3,740
|
|
|
3,086
|
|
|
3,110
|
|
|
2,621
|
|
|
751
|
|
|
—
|
|
|
|
—
|
|
||||||||
FNB
|
252
|
|
|
4,497
|
|
|
4,993
|
|
|
3,245
|
|
|
3,256
|
|
|
2,250
|
|
|
462
|
|
|
|
—
|
|
||||||||
CBS
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
1,370
|
|
|
1,206
|
|
|
|
1,330
|
|
||||||||
Resurgens
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
73
|
|
|
|
2,725
|
|
||||||||
Total
|
8,266
|
|
|
8,988
|
|
|
8,923
|
|
|
6,594
|
|
|
5,945
|
|
|
4,371
|
|
|
1,741
|
|
|
|
4,055
|
|
||||||||
Amortization
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,507
|
)
|
|
(2,387
|
)
|
|
—
|
|
|
—
|
|
|
|
—
|
|
||||||||
Net
|
$
|
8,266
|
|
|
$
|
8,988
|
|
|
$
|
8,923
|
|
|
$
|
3,087
|
|
|
$
|
3,558
|
|
|
$
|
4,371
|
|
|
$
|
1,741
|
|
|
|
$
|
4,055
|
|
(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.
|
|
For the Three Months Ended
|
||||||||||||||||||||||||||||||
|
Sep 30, 2017
|
|
Jun 30, 2017
|
|
Mar 31, 2017
|
|
Dec 31, 2016
|
|
Sep 30, 2016
|
|
Jun 30, 2016
|
|
Mar 31, 2016
|
|
Dec 31, 2015
|
||||||||||||||||
|
(in thousands)
|
||||||||||||||||||||||||||||||
Service charges on deposit accounts
|
$
|
2,081
|
|
|
$
|
1,972
|
|
|
$
|
1,701
|
|
|
$
|
1,888
|
|
|
$
|
1,861
|
|
|
$
|
1,810
|
|
|
$
|
1,620
|
|
|
$
|
1,753
|
|
Bankcard fees
|
1,418
|
|
|
1,443
|
|
|
1,367
|
|
|
1,282
|
|
|
1,319
|
|
|
1,300
|
|
|
1,189
|
|
|
1,146
|
|
||||||||
Gain on sale of loans
|
601
|
|
|
543
|
|
|
543
|
|
|
731
|
|
|
808
|
|
|
602
|
|
|
360
|
|
|
348
|
|
||||||||
Brokerage commissions
|
150
|
|
|
186
|
|
|
225
|
|
|
166
|
|
|
199
|
|
|
164
|
|
|
146
|
|
|
142
|
|
||||||||
Bank owned life insurance
|
310
|
|
|
306
|
|
|
247
|
|
|
332
|
|
|
333
|
|
|
327
|
|
|
245
|
|
|
321
|
|
||||||||
Gain on investment securities available for sale
|
—
|
|
|
—
|
|
|
248
|
|
|
—
|
|
|
—
|
|
|
13
|
|
|
—
|
|
|
36
|
|
||||||||
Recoveries on acquired loans previously covered under FDIC-assisted acquisitions
|
163
|
|
|
—
|
|
|
—
|
|
|
250
|
|
|
—
|
|
|
—
|
|
|
750
|
|
|
2,875
|
|
||||||||
Other
|
347
|
|
|
189
|
|
|
215
|
|
|
334
|
|
|
398
|
|
|
487
|
|
|
203
|
|
|
210
|
|
||||||||
Total noninterest income
|
$
|
5,070
|
|
|
$
|
4,639
|
|
|
$
|
4,546
|
|
|
$
|
4,983
|
|
|
$
|
4,918
|
|
|
$
|
4,703
|
|
|
$
|
4,513
|
|
|
$
|
6,831
|
|
|
For the Three Months Ended
|
||||||||||||||||||||||||||||||
|
Sep 30, 2017
|
|
Jun 30, 2017
|
|
Mar 31, 2017
|
|
Dec 31, 2016
|
|
Sep 30, 2016
|
|
Jun 30, 2016
|
|
Mar 31, 2016
|
|
Dec 31, 2015
|
||||||||||||||||
|
(dollars in thousands)
|
||||||||||||||||||||||||||||||
Salaries and employee benefits
|
$
|
7,688
|
|
|
$
|
6,530
|
|
|
$
|
6,079
|
|
|
$
|
6,134
|
|
|
$
|
6,635
|
|
|
$
|
8,470
|
|
|
$
|
5,287
|
|
|
$
|
5,263
|
|
Occupancy
|
1,503
|
|
|
1,157
|
|
|
1,220
|
|
|
1,323
|
|
|
1,398
|
|
|
1,534
|
|
|
1,150
|
|
|
1,057
|
|
||||||||
Data processing
|
1,925
|
|
|
1,091
|
|
|
1,004
|
|
|
909
|
|
|
904
|
|
|
1,654
|
|
|
1,045
|
|
|
825
|
|
||||||||
Legal and professional
|
808
|
|
|
384
|
|
|
388
|
|
|
284
|
|
|
463
|
|
|
793
|
|
|
679
|
|
|
380
|
|
||||||||
Marketing
|
479
|
|
|
384
|
|
|
412
|
|
|
357
|
|
|
421
|
|
|
500
|
|
|
379
|
|
|
290
|
|
||||||||
Furniture and equipment
|
276
|
|
|
202
|
|
|
228
|
|
|
174
|
|
|
240
|
|
|
301
|
|
|
161
|
|
|
168
|
|
||||||||
Postage, office supplies, and printing
|
212
|
|
|
224
|
|
|
223
|
|
|
270
|
|
|
277
|
|
|
237
|
|
|
171
|
|
|
185
|
|
||||||||
Core deposit intangible amortization expense
|
140
|
|
|
118
|
|
|
149
|
|
|
154
|
|
|
158
|
|
|
173
|
|
|
36
|
|
|
49
|
|
||||||||
Federal insurance premiums and other regulatory fees
|
199
|
|
|
198
|
|
|
197
|
|
|
165
|
|
|
240
|
|
|
185
|
|
|
210
|
|
|
224
|
|
||||||||
Net (benefit) cost of operations of other real estate owned
|
(40
|
)
|
|
18
|
|
|
14
|
|
|
(359
|
)
|
|
(309
|
)
|
|
(76
|
)
|
|
71
|
|
|
(21
|
)
|
||||||||
Other
|
1,197
|
|
|
791
|
|
|
836
|
|
|
879
|
|
|
927
|
|
|
1,293
|
|
|
714
|
|
|
658
|
|
||||||||
Total noninterest expense
|
$
|
14,387
|
|
|
$
|
11,097
|
|
|
$
|
10,750
|
|
|
$
|
10,290
|
|
|
$
|
11,354
|
|
|
$
|
15,064
|
|
|
$
|
9,903
|
|
|
$
|
9,078
|
|
|
At September 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Nonaccrual loans:
(1) (2)
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
$
|
293
|
|
|
$
|
930
|
|
|
$
|
1,470
|
|
|
$
|
982
|
|
|
$
|
1,508
|
|
Commercial real estate
|
1,327
|
|
|
2,705
|
|
|
2,513
|
|
|
2,370
|
|
|
1,121
|
|
|||||
Commercial
|
40
|
|
|
100
|
|
|
126
|
|
|
156
|
|
|
161
|
|
|||||
Real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer and other loans
|
—
|
|
|
—
|
|
|
5
|
|
|
—
|
|
|
84
|
|
|||||
Total nonaccrual loans
|
1,660
|
|
|
3,735
|
|
|
4,114
|
|
|
3,508
|
|
|
2,874
|
|
|||||
Loans delinquent 90 days or greater and still accruing:
(3)
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
46
|
|
|
—
|
|
|
14
|
|
|
517
|
|
|
47
|
|
|||||
Commercial real estate
|
—
|
|
|
—
|
|
|
—
|
|
|
215
|
|
|
—
|
|
|||||
Commercial
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer and other loans
|
—
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
—
|
|
|||||
Total loans delinquent 90 days or greater and still accruing
|
46
|
|
|
—
|
|
|
14
|
|
|
736
|
|
|
47
|
|
|||||
Total nonperforming loans
|
$
|
1,707
|
|
|
$
|
3,735
|
|
|
$
|
4,128
|
|
|
$
|
4,244
|
|
|
$
|
2,921
|
|
Other real estate owned:
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
224
|
|
|
618
|
|
|
1,104
|
|
|
1,671
|
|
|
4,087
|
|
|||||
Commercial real estate
|
1,213
|
|
|
2,088
|
|
|
2,307
|
|
|
2,519
|
|
|
6,579
|
|
|||||
Commercial
|
|
|
|
—
|
|
|
—
|
|
|
2,117
|
|
|
2,894
|
|
|||||
Real estate construction
|
|
|
|
—
|
|
|
—
|
|
|
493
|
|
|
1,062
|
|
|||||
Consumer and other loans
|
|
|
|
—
|
|
|
—
|
|
|
516
|
|
|
1,062
|
|
|||||
Total real estate owned
|
1,437
|
|
|
2,706
|
|
|
3,411
|
|
|
7,316
|
|
|
15,684
|
|
|||||
Total nonperforming assets
|
$
|
3,144
|
|
|
$
|
6,441
|
|
|
$
|
7,539
|
|
|
$
|
11,560
|
|
|
$
|
18,605
|
|
Ratios:
|
|
|
|
|
|
|
|
|
|
||||||||||
Nonperforming loans as a percentage of total loans, gross
|
0.15
|
%
|
|
0.37
|
%
|
|
0.57
|
%
|
|
0.69
|
%
|
|
0.49
|
%
|
|||||
Nonperforming assets as a percentage of total assets
|
0.19
|
%
|
|
0.45
|
%
|
|
0.73
|
%
|
|
1.14
|
%
|
|
1.71
|
%
|
(1)
|
Included in nonaccrual loans are
$92,000
,
$1.8 million
,
$1.6 million
,
$1.7 million
, and
$439,000
of nonaccruing troubled debt restructured loans at
September 30, 2017
,
2016
,
2015
,
2014
and
2013
, respectively.
|
(2)
|
Acquired loans that are accounted for under ASC 310-30 and are greater than 90 days delinquent or otherwise considered nonperforming loans are excluded from this table due to the recognition of accretion income established at the time of acquisition. Acquired loans in the amount of
$888,000
,
$2.5 million
,
$4.8 million
,
$19.7 million
, and $33.2 million are regarded as accruing loans and excluded from the nonaccrual section at
September 30, 2017
,
2016
,
2015
,
2014
and
2013
, respectively. Acquired loans past due for more than 90 days totaling
$0
,
$1.5 million
,
$90,000
,
$6.3 million
, and $8.6 million are regarded as performing and excluded from nonperforming assets at
September 30, 2017
,
2016
,
2015
,
2014
and
2013
, respectively.
|
(3)
|
Includes OREO covered by FDIC loss-sharing agreements at September 30,
2014
and
2013
, in the amount of
$5.6 million
and
$14.1 million
, respectively.
|
(4)
|
Nonperforming loans as a percentage of total loans, gross, excluding acquired assets, for the years ended September 30,
2014
and
2013
, were 0.77% and
0.61%
, respectively.
|
(5)
|
Nonperforming assets as a percentage of total assets, excluding acquired assets, for the years ended September 30,
2014
and
2013
, were
0.65%
and
0.49%
, respectively.
|
|
|
Nonaccruing Troubled Debt Restructurings
at September 30, |
|||||||||||||||||||
|
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
1-4 family residential real estate
|
|
—
|
|
|
$
|
—
|
|
|
1
|
|
|
$
|
49
|
|
|
—
|
|
|
$
|
—
|
|
Commercial real estate
|
|
1
|
|
|
92
|
|
|
3
|
|
|
1,711
|
|
|
2
|
|
|
1,607
|
|
|||
Commercial
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other loans
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total nonaccruing troubled debt restructurings
|
|
1
|
|
|
$
|
92
|
|
|
4
|
|
|
$
|
1,760
|
|
|
2
|
|
|
$
|
1,607
|
|
|
|
Loans Delinquent and Still Accruing For
|
|
Total
|
|||||||||||||||||
|
|
30-89 Days
|
|
90 Days and Over
(1)
|
|
||||||||||||||||
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|||||||||
At September 30, 2017
|
|
(dollars in thousands)
|
|||||||||||||||||||
Loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1-4 family residential real estate
|
|
39
|
|
|
$
|
1,568
|
|
|
1
|
|
|
$
|
46
|
|
|
40
|
|
|
$
|
1,614
|
|
Commercial real estate
|
|
9
|
|
|
1,490
|
|
|
—
|
|
|
—
|
|
|
9
|
|
|
1,490
|
|
|||
Commercial
|
|
10
|
|
|
1,001
|
|
|
—
|
|
|
—
|
|
|
10
|
|
|
1,001
|
|
|||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other loans
|
|
18
|
|
|
659
|
|
|
—
|
|
|
—
|
|
|
18
|
|
|
659
|
|
|||
Total loans
|
|
76
|
|
|
$
|
4,718
|
|
|
1
|
|
|
$
|
46
|
|
|
77
|
|
|
$
|
4,764
|
|
(1)
|
No
acquired loans are reflected in the Greater than 90 Days Accruing columns. These loans, which are accounted for under ASC 310-30, are reported as accruing loans due to the recognition of accretion income related to accretable discounts established at the time of acquisition.
|
|
|
Loans Delinquent and Still Accruing For
|
|
Total
|
|||||||||||||||||
|
|
30-89 Days
|
|
90 Days and Over
(1)
|
|
||||||||||||||||
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|||||||||
At September 30, 2016
|
|
(dollars in thousands)
|
|||||||||||||||||||
Loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1-4 family residential real estate
|
|
30
|
|
|
$
|
1,101
|
|
|
2
|
|
|
$
|
449
|
|
|
32
|
|
|
$
|
1,550
|
|
Commercial real estate
|
|
9
|
|
|
605
|
|
|
3
|
|
|
930
|
|
|
12
|
|
|
1,535
|
|
|||
Commercial
|
|
2
|
|
|
51
|
|
|
1
|
|
|
125
|
|
|
3
|
|
|
176
|
|
|||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other loans
|
|
8
|
|
|
335
|
|
|
—
|
|
|
—
|
|
|
8
|
|
|
335
|
|
|||
Total loans
|
|
49
|
|
|
$
|
2,092
|
|
|
6
|
|
|
$
|
1,504
|
|
|
55
|
|
|
$
|
3,596
|
|
(1)
|
Acquired loans at September 30, 2016 that were greater than 90 days delinquent in the amount of
$1.5 million
are reflected in the Greater than 90 Days Accruing columns. These loans, which are accounted for under ASC 310-30, are reported as accruing loans due to the recognition of accretion income related to accretable discounts established at the time of acquisition.
|
|
|
Loans Delinquent and Still Accruing For
|
|
Total
|
|||||||||||||||||
|
|
30-89 Days
|
|
90 Days and Over
(1)
|
|
||||||||||||||||
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|
Number
|
|
Amount
|
|||||||||
At September 30, 2015
|
|
(dollars in thousands)
|
|||||||||||||||||||
Loans receivable:
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
1-4 family residential real estate
|
|
24
|
|
|
$
|
692
|
|
|
3
|
|
|
$
|
32
|
|
|
27
|
|
|
$
|
724
|
|
Commercial real estate
|
|
13
|
|
|
1,748
|
|
|
2
|
|
|
72
|
|
|
15
|
|
|
1,820
|
|
|||
Commercial
|
|
4
|
|
|
95
|
|
|
—
|
|
|
—
|
|
|
4
|
|
|
95
|
|
|||
Real estate construction
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Consumer and other loans
|
|
12
|
|
|
45
|
|
|
—
|
|
|
—
|
|
|
12
|
|
|
45
|
|
|||
Total loans
|
|
53
|
|
|
$
|
2,580
|
|
|
5
|
|
|
$
|
104
|
|
|
58
|
|
|
$
|
2,684
|
|
(1)
|
Acquired loans at September 30, 2013 that were greater than 90 days delinquent in the amount of
$90,000
are reflected in the Greater than 90 Days Accruing columns. These loans, which are accounted for under ASC 310-30, are reported as accruing loans due to the recognition of accretion income related to accretable discounts established at the time of acquisition.
|
|
At September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
(in thousands)
|
||||||||||
Substandard assets:
|
|
|
|
|
|
||||||
Loans
|
$
|
30,676
|
|
|
$
|
37,341
|
|
|
$
|
37,175
|
|
Other real estate owned
|
1,437
|
|
|
2,706
|
|
|
3,411
|
|
|||
Repossessed assets
|
18
|
|
|
31
|
|
|
53
|
|
|||
Securities
(1)
|
—
|
|
|
—
|
|
|
—
|
|
|||
Doubtful loans
|
—
|
|
|
—
|
|
|
—
|
|
|||
Loss assets
|
—
|
|
|
—
|
|
|
—
|
|
|||
Total classified assets
|
$
|
32,131
|
|
|
$
|
40,078
|
|
|
$
|
40,639
|
|
(1)
|
Substandard securities represent certain non-investment grade investments.
|
|
At or For the Years Ended September 30,
|
||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|
2014
|
|
2013
|
||||||||||
|
(dollars in thousands)
|
||||||||||||||||||
Balance at beginning of period
|
$
|
10,371
|
|
|
$
|
9,489
|
|
|
$
|
9,471
|
|
|
$
|
12,113
|
|
|
$
|
18,531
|
|
Charge-offs:
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
(92
|
)
|
|
(54
|
)
|
|
(138
|
)
|
|
(383
|
)
|
|
(279
|
)
|
|||||
Commercial real estate
|
(120
|
)
|
|
(136
|
)
|
|
(353
|
)
|
|
(764
|
)
|
|
(5,144
|
)
|
|||||
Commercial
|
—
|
|
|
(26
|
)
|
|
(20
|
)
|
|
(66
|
)
|
|
(3,241
|
)
|
|||||
Real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer and other loans
|
(91
|
)
|
|
(12
|
)
|
|
(18
|
)
|
|
(53
|
)
|
|
(334
|
)
|
|||||
Total charge-offs
|
(303
|
)
|
|
(228
|
)
|
|
(529
|
)
|
|
(1,266
|
)
|
|
(8,998
|
)
|
|||||
Recoveries:
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
154
|
|
|
99
|
|
|
15
|
|
|
161
|
|
|
59
|
|
|||||
Commercial real estate
|
1,041
|
|
|
441
|
|
|
145
|
|
|
407
|
|
|
133
|
|
|||||
Commercial
|
664
|
|
|
793
|
|
|
317
|
|
|
311
|
|
|
146
|
|
|||||
Real estate construction
|
—
|
|
|
5
|
|
|
1
|
|
|
—
|
|
|
7
|
|
|||||
Consumer and other loans
|
51
|
|
|
22
|
|
|
69
|
|
|
8
|
|
|
3
|
|
|||||
Total recoveries
|
1,910
|
|
|
1,360
|
|
|
547
|
|
|
887
|
|
|
348
|
|
|||||
Net recoveries (charge-offs)
|
1,607
|
|
|
1,132
|
|
|
18
|
|
|
(379
|
)
|
|
(8,650
|
)
|
|||||
Provision for loan losses
(1)
|
(900
|
)
|
|
(250
|
)
|
|
—
|
|
|
(2,263
|
)
|
|
2,232
|
|
|||||
Balance at end of year
|
$
|
11,078
|
|
|
$
|
10,371
|
|
|
$
|
9,489
|
|
|
$
|
9,471
|
|
|
$
|
12,113
|
|
Ratios:
(2)
|
|
|
|
|
|
|
|
|
|
||||||||||
Net charge-offs as a percentage of average loans receivable
(3)
|
(0.16
|
)%
|
|
(0.13
|
)%
|
|
—
|
%
|
|
0.06
|
%
|
|
1.48
|
%
|
|||||
Allowance for loan losses as a percentage of nonperforming loans
(4)
|
649.13
|
%
|
|
277.66
|
%
|
|
229.85
|
%
|
|
223.15
|
%
|
|
414.66
|
%
|
|||||
Allowance for loan losses as a percentage of total loans receivable
(5)
|
0.96
|
%
|
|
1.03
|
%
|
|
1.30
|
%
|
|
1.53
|
%
|
|
2.04
|
%
|
(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 a (decrease) increase to the FDIC receivable for loss sharing agreements in the Statement of Financial Condition. For the years ended September 30, 2014 and 2013, the amount of provision (benefit) expense recognized in the Statement of Income was $(713,000) and $1.5 million, respectively. For the years ended September 30, 2014 and 2013, the amount recorded as a (decrease) increase to the FDIC receivable was $(1.5 million) and $742,000, respectively.
|
(2)
|
Due to the early termination of the FDIC loss share agreements in the fourth quarter of fiscal 2015, ratios for the year ended September 30, 2015, include all previously covered 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. Ratios for periods prior to September 30, 2015, represent non-covered data only.
|
(3)
|
Net charge-offs as a percentage of average loans receivable, excluding acquired assets, for the years ended September 30,
2014
and
2013
, were
0.08%
and
0.32%
, respectively.
|
(4)
|
Allowance for loan losses as a percentage of nonperforming loans, excluding acquired assets, for the years ended September 30,
2014
and
2013
, were
199.64%
and
280.32%
, respectively.
|
(5)
|
Allowance for loan losses as a percentage of total loans receivable, excluding loans under purchase accounting and not subject to the ALLL model, for the years ended September 30, 2017, 2016,
2015
,
2014
and
2013
, were
1.22%
,
1.35%
,
1.03%
,
1.55%
, and
1.70%
,, respectively.
|
|
At September 30,
|
|||||||||||||||||||
|
2017
|
|
2016
|
|
2015
|
|||||||||||||||
|
Allowance for Loan Losses
|
|
Percent of Loans by Category to Total Loans
|
|
Allowance for Loan Losses
|
|
Percent of Loans by Category to Total Loans
|
|
Allowance for Loan Losses
|
|
Percent of Loans by Category to Total Loans
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
1-4 family residential real estate
|
$
|
663
|
|
|
20.0
|
%
|
|
$
|
779
|
|
|
23.6
|
%
|
|
$
|
709
|
|
|
25.9
|
%
|
Commercial real estate
|
7,820
|
|
|
60.0
|
|
|
7,346
|
|
|
59.2
|
|
|
7,787
|
|
|
57.4
|
|
|||
Commercial
|
777
|
|
|
8.9
|
|
|
600
|
|
|
7.1
|
|
|
474
|
|
|
5.2
|
|
|||
Real estate construction
|
483
|
|
|
7.6
|
|
|
517
|
|
|
8.0
|
|
|
503
|
|
|
10.6
|
|
|||
Consumer and other loans
|
196
|
|
|
3.5
|
|
|
79
|
|
|
2.1
|
|
|
16
|
|
|
0.9
|
|
|||
Total allocated allowance
|
9,939
|
|
|
100.0
|
%
|
|
9,321
|
|
|
100.0
|
%
|
|
9,489
|
|
|
100.0
|
%
|
|||
Unallocated
|
1,139
|
|
|
|
|
1,050
|
|
|
|
|
—
|
|
|
|
||||||
Total
|
$
|
11,078
|
|
|
|
|
$
|
10,371
|
|
|
|
|
$
|
9,489
|
|
|
|
|
At September 30,
|
||||||||||||
|
2014
|
|
2013
|
||||||||||
|
Allowance for Loan Losses
|
|
Percent of Loans by Category to Total Loans
|
|
Allowance for Loan Losses
|
|
Percent of Loans by Category to Total Loans
|
||||||
|
(dollars in thousands)
|
||||||||||||
1-4 family residential real estate
|
$
|
980
|
|
|
26.5
|
%
|
|
$
|
982
|
|
|
22.6
|
%
|
Commercial real estate
|
6,743
|
|
|
57.8
|
|
|
7,833
|
|
|
61.4
|
|
||
Commercial
|
426
|
|
|
4.6
|
|
|
811
|
|
|
4.9
|
|
||
Real estate construction
|
493
|
|
|
10.3
|
|
|
387
|
|
|
7.5
|
|
||
Consumer and other loans
|
45
|
|
|
0.8
|
|
|
1,187
|
|
|
3.6
|
|
||
Total allocated allowance
|
8,687
|
|
|
100.0
|
%
|
|
11,200
|
|
|
100.0
|
%
|
||
Unallocated
|
784
|
|
|
|
|
913
|
|
|
|
||||
Total
|
$
|
9,471
|
|
|
|
|
$
|
12,113
|
|
|
|
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To be Well Capitalized Under Prompt Corrective Action Provisions
|
|||||||||||||||
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
|
(dollars in thousands)
|
|||||||||||||||||||
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
|
$
|
190,900
|
|
|
15.79
|
%
|
|
$
|
96,711
|
|
|
8.00
|
%
|
|
$
|
120,889
|
|
|
10.00
|
%
|
CharterBank
|
|
174,269
|
|
|
14.45
|
|
|
96,484
|
|
|
8.00
|
|
|
120,605
|
|
|
10.00
|
|
|||
Tier 1 risk-based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
|
179,822
|
|
|
14.87
|
|
|
72,534
|
|
|
6.00
|
|
|
96,711
|
|
|
8.00
|
|
|||
CharterBank
|
|
163,191
|
|
|
13.53
|
|
|
72,363
|
|
|
6.00
|
|
|
96,484
|
|
|
8.00
|
|
|||
Common equity tier 1 risk-based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
|
173,097
|
|
|
14.32
|
|
|
54,400
|
|
|
4.50
|
|
|
78,578
|
|
|
6.50
|
|
|||
CharterBank
|
|
163,191
|
|
|
13.53
|
|
|
54,272
|
|
|
4.50
|
|
|
78,393
|
|
|
6.50
|
|
|||
Tier 1 leverage (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
|
179,822
|
|
|
12.05
|
|
|
59,709
|
|
|
4.00
|
|
|
74,636
|
|
|
5.00
|
|
|||
CharterBank
|
|
163,191
|
|
|
10.96
|
|
|
59,575
|
|
|
4.00
|
|
|
74,469
|
|
|
5.00
|
|
|||
September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
|
$
|
187,625
|
|
|
16.74
|
%
|
|
$
|
89,648
|
|
|
8.00
|
%
|
|
$
|
112,060
|
|
|
10.00
|
%
|
CharterBank
|
|
170,808
|
|
|
15.26
|
|
|
89,520
|
|
|
8.00
|
|
|
111,900
|
|
|
10.00
|
|
|||
Tier 1 risk-based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
|
177,255
|
|
|
15.82
|
|
|
67,236
|
|
|
6.00
|
|
|
89,648
|
|
|
8.00
|
|
|||
CharterBank
|
|
160,437
|
|
|
14.34
|
|
|
67,140
|
|
|
6.00
|
|
|
89,520
|
|
|
8.00
|
|
|||
Common equity tier 1 risk-based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
|
170,668
|
|
|
15.23
|
|
|
50,427
|
|
|
4.50
|
|
|
72,839
|
|
|
6.50
|
|
|||
CharterBank
|
|
160,437
|
|
|
14.34
|
|
|
50,355
|
|
|
4.50
|
|
|
72,735
|
|
|
6.50
|
|
|||
Tier 1 leverage (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
|
177,255
|
|
|
12.68
|
|
|
55,928
|
|
|
4.00
|
|
|
69,910
|
|
|
5.00
|
|
|||
CharterBank
|
|
160,437
|
|
|
11.51
|
|
|
55,772
|
|
|
4.00
|
|
|
69,715
|
|
|
5.00
|
|
|
|
Payments Due by Period
|
||||||||||||||||||
|
|
One year or less
|
|
Years two and three
|
|
Years four and five
|
|
More than five years
|
|
Total
|
||||||||||
|
|
(in thousands)
|
||||||||||||||||||
Contractual obligations:
|
|
|
|
|
|
|
|
|
|
|
||||||||||
Loan commitments to originate mortgage loans
|
|
$
|
981
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
981
|
|
Loan commitments to fund construction loans in process
|
|
82,622
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
82,622
|
|
|||||
Available unadvanced lines of credit on commercial loans
|
|
38,033
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,033
|
|
|||||
Loan commitments to fund commercial real estate loans in process
|
|
43,536
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
43,536
|
|
|||||
Available home equity and unadvanced lines of credit
|
|
38,530
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
38,530
|
|
|||||
Letters of credit
|
|
2,905
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
2,905
|
|
|||||
Lease agreements
|
|
660
|
|
|
1,284
|
|
|
1,031
|
|
|
1,294
|
|
|
4,269
|
|
|||||
Certificates of deposit
|
|
258,293
|
|
|
121,878
|
|
|
46,118
|
|
|
—
|
|
|
426,289
|
|
|||||
FHLB advances
|
|
—
|
|
|
10,023
|
|
|
25,000
|
|
|
25,000
|
|
|
60,023
|
|
|||||
Total
|
|
$
|
465,560
|
|
|
$
|
133,185
|
|
|
$
|
72,149
|
|
|
$
|
26,294
|
|
|
$
|
697,188
|
|
|
For The Years Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
Loans Receivable Income Excluding Accretion
|
|
|
|
|
|
||||||
Loans receivable income
|
$
|
50,333,085
|
|
|
$
|
43,548,848
|
|
|
$
|
36,375,782
|
|
Loan purchase discount accretion
|
1,741,625
|
|
|
4,371,087
|
|
|
5,945,442
|
|
|||
Amortization of FDIC loss share receivable
|
—
|
|
|
—
|
|
|
(2,387,205
|
)
|
|||
Net purchase discount accretion
|
1,741,625
|
|
|
4,371,087
|
|
|
3,558,237
|
|
|||
Loans receivable income excluding accretion (Non-GAAP)
|
$
|
48,591,460
|
|
|
$
|
39,177,761
|
|
|
$
|
32,817,545
|
|
|
|
|
|
|
|
||||||
Net Interest Margin Excluding the Effects of Purchase Accounting
|
|
|
|
|
|
||||||
Net Interest Margin
|
3.67
|
%
|
|
3.89
|
%
|
|
3.67
|
%
|
|||
Effect to adjust for net purchase discount accretion
|
(0.14
|
)
|
|
(0.42
|
)
|
|
(0.41
|
)
|
|||
Net interest margin excluding the effects of purchase accounting (Non-GAAP)
|
3.53
|
%
|
|
3.47
|
%
|
|
3.26
|
%
|
|||
|
|
|
|
|
|
||||||
Total Core Deposits
|
|
|
|
|
|
||||||
Total deposits
|
$
|
1,339,143,287
|
|
|
$
|
1,161,843,586
|
|
|
$
|
738,855,076
|
|
Retail certificates of deposit $250,000 and over
|
54,479,571
|
|
|
36,909,094
|
|
|
19,545,841
|
|
|||
Wholesale certificates of deposit
|
39,201,460
|
|
|
36,776,822
|
|
|
35,577,099
|
|
|||
Total core deposits (Non-GAAP)
|
$
|
1,245,462,256
|
|
|
$
|
1,088,157,670
|
|
|
$
|
719,309,235
|
|
|
|
|
|
|
|
||||||
Tangible Book Value Per Share
|
|
|
|
|
|
||||||
Book value per share
|
$
|
14.17
|
|
|
$
|
13.52
|
|
|
$
|
12.79
|
|
Effect to adjust for goodwill and other intangible assets
|
(2.84
|
)
|
|
(2.16
|
)
|
|
(0.31
|
)
|
|||
Tangible book value per share (Non-GAAP)
|
$
|
11.33
|
|
|
$
|
11.36
|
|
|
$
|
12.48
|
|
|
|
|
|
|
|
||||||
Tangible Common Equity Ratio
|
|
|
|
|
|
||||||
Total equity to total assets
|
13.06
|
%
|
|
14.12
|
%
|
|
19.95
|
%
|
|||
Effect to adjust for goodwill and other intangible assets
|
(2.34
|
)
|
|
(1.98
|
)
|
|
(0.39
|
)
|
|||
Tangible common equity ratio (Non-GAAP)
|
10.72
|
%
|
|
12.14
|
%
|
|
19.56
|
%
|
|||
|
|
|
|
|
|
||||||
Return On Average Tangible Equity
|
|
|
|
|
|
||||||
Return on average equity
|
6.89
|
%
|
|
5.90
|
%
|
|
2.62
|
%
|
|||
Effect to adjust for goodwill and other intangible assets
|
1.29
|
|
|
0.56
|
|
|
0.06
|
|
|||
Return on average tangible equity (Non-GAAP)
|
8.18
|
%
|
|
6.46
|
%
|
|
2.68
|
%
|
ITEM 7A.
|
QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK
|
•
|
selling fixed-rate mortgages we originate to the primary and secondary markets, on both a servicing released and servicing retained basis;
|
•
|
maintaining the diversity of our existing loan portfolio by originating commercial real estate and consumer loans, which typically have adjustable rates and shorter terms than residential mortgages;
|
•
|
emphasizing investments with adjustable interest rates;
|
•
|
maintaining fixed-rate borrowings from the Federal Home Loan Bank of Atlanta; and
|
•
|
increasing retail transaction deposit accounts, which typically have long durations.
|
Change in Interest Rates (bp)
(1)
|
|
Estimated NPV
(2)
|
|
Estimated Increase (Decrease) in NPV
|
|
Percentage Change in NPV
|
|
NPV Ratio as a Percent of Present Value of Assets
(3)(4)
|
|
Increase (Decrease) in NPV Ratio as a Percent or Present Value of Assets
(3)(4)
|
||||
|
|
(dollars in thousands)
|
||||||||||||
300
|
|
$
|
319,856
|
|
|
$
|
13,444
|
|
|
4.4%
|
|
19.5%
|
|
0.8%
|
200
|
|
$
|
316,502
|
|
|
$
|
10,091
|
|
|
3.3%
|
|
19.3%
|
|
0.6%
|
100
|
|
$
|
312,115
|
|
|
$
|
5,704
|
|
|
1.9%
|
|
19.0%
|
|
0.3%
|
—
|
|
$
|
306,411
|
|
|
$
|
—
|
|
|
—%
|
|
18.7%
|
|
—%
|
(100)
|
|
$
|
281,583
|
|
|
$
|
(24,828
|
)
|
|
(8.1)%
|
|
17.2%
|
|
(1.5)%
|
(1)
|
Assumes an instantaneous uniform change in interest rates at all maturities.
|
(2)
|
NPV is the difference between the present value of an institution’s assets and liabilities.
|
(3)
|
Present value of assets represents the discounted present value of incoming cash flows on interest-earning assets.
|
(4)
|
NPV Ratio represents NPV divided by the present value of assets.
|
ITEM 8.
|
FINANCIAL STATEMENTS AND SUPPLEMENTARY DATA
|
|
Fiscal 2017
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Interest income
|
$
|
13,866
|
|
|
$
|
13,307
|
|
|
$
|
13,626
|
|
|
$
|
15,062
|
|
Interest expense
|
1,666
|
|
|
1,652
|
|
|
1,639
|
|
|
1,762
|
|
||||
Net interest income
|
12,200
|
|
|
11,655
|
|
|
11,987
|
|
|
13,300
|
|
||||
Provision for loan losses
|
(750
|
)
|
|
(150
|
)
|
|
—
|
|
|
—
|
|
||||
Net interest income after provision for loan losses
|
12,950
|
|
|
11,805
|
|
|
11,987
|
|
|
13,300
|
|
||||
Noninterest income
|
4,983
|
|
|
4,546
|
|
|
4,639
|
|
|
5,071
|
|
||||
Noninterest expense
|
10,290
|
|
|
10,750
|
|
|
11,096
|
|
|
14,387
|
|
||||
Income tax expense
|
2,597
|
|
|
2,284
|
|
|
2,016
|
|
|
1,425
|
|
||||
Net income
|
$
|
5,046
|
|
|
$
|
3,317
|
|
|
$
|
3,514
|
|
|
$
|
2,559
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – basic
|
$
|
0.36
|
|
|
$
|
0.23
|
|
|
$
|
0.24
|
|
|
$
|
0.18
|
|
Earnings per share – fully diluted
|
$
|
0.33
|
|
|
$
|
0.22
|
|
|
$
|
0.23
|
|
|
$
|
0.17
|
|
Weighted average basic shares
|
14,207
|
|
|
14,322
|
|
|
14,353
|
|
|
14,384
|
|
||||
Weighted average diluted shares
|
15,065
|
|
|
15,340
|
|
|
15,257
|
|
|
15,241
|
|
|
Fiscal 2016
|
||||||||||||||
|
First Quarter
|
|
Second Quarter
|
|
Third Quarter
|
|
Fourth Quarter
|
||||||||
|
(in thousands, except per share amounts)
|
||||||||||||||
Interest income
|
$
|
10,439
|
|
|
$
|
9,888
|
|
|
$
|
13,635
|
|
|
$
|
13,822
|
|
Interest expense
|
1,218
|
|
|
1,237
|
|
|
1,552
|
|
|
1,623
|
|
||||
Net interest income
|
9,221
|
|
|
8,651
|
|
|
12,083
|
|
|
12,199
|
|
||||
Provision for loan losses
|
—
|
|
|
—
|
|
|
(100
|
)
|
|
(150
|
)
|
||||
Net interest income after provision for loan losses
|
9,221
|
|
|
8,651
|
|
|
12,183
|
|
|
12,349
|
|
||||
Noninterest income
|
6,831
|
|
|
4,513
|
|
|
4,703
|
|
|
4,917
|
|
||||
Noninterest expense
|
9,079
|
|
|
9,903
|
|
|
15,064
|
|
|
11,352
|
|
||||
Income tax expense
|
2,359
|
|
|
1,118
|
|
|
527
|
|
|
2,103
|
|
||||
Net income
|
$
|
4,614
|
|
|
$
|
2,143
|
|
|
$
|
1,295
|
|
|
$
|
3,811
|
|
|
|
|
|
|
|
|
|
||||||||
Earnings per share – basic
|
$
|
0.31
|
|
|
$
|
0.15
|
|
|
$
|
0.09
|
|
|
$
|
0.28
|
|
Earnings per share – fully diluted
|
$
|
0.30
|
|
|
$
|
0.14
|
|
|
$
|
0.09
|
|
|
$
|
0.26
|
|
Weighted average basic shares
|
14,886
|
|
|
14,225
|
|
|
14,185
|
|
|
14,186
|
|
||||
Weighted average diluted shares
|
15,545
|
|
|
14,910
|
|
|
14,842
|
|
|
14,798
|
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||
Assets
|
||||||||
Cash and amounts due from depository institutions
|
|
$
|
25,455,465
|
|
|
$
|
14,472,867
|
|
Interest-earning deposits in other financial institutions
|
|
126,882,924
|
|
|
77,376,632
|
|
||
Cash and cash equivalents
|
|
152,338,389
|
|
|
91,849,499
|
|
||
Loans held for sale, fair value of $1,998,988 and $2,991,756
|
|
1,961,185
|
|
|
2,941,982
|
|
||
Certificates of deposit held at other financial institutions
|
|
7,514,630
|
|
|
14,496,410
|
|
||
Investment securities available for sale
|
|
183,789,821
|
|
|
206,336,287
|
|
||
Federal Home Loan Bank stock
|
|
4,054,400
|
|
|
3,361,800
|
|
||
Restricted securities, at cost
|
|
279,000
|
|
|
279,000
|
|
||
Loans receivable
|
|
1,161,519,752
|
|
|
1,005,702,737
|
|
||
Unamortized loan origination fees, net
|
|
(1,165,148
|
)
|
|
(1,278,830
|
)
|
||
Allowance for loan losses
|
|
(11,078,422
|
)
|
|
(10,371,416
|
)
|
||
Loans receivable, net
|
|
1,149,276,182
|
|
|
994,052,491
|
|
||
Other real estate owned
|
|
1,437,345
|
|
|
2,706,461
|
|
||
Accrued interest and dividends receivable
|
|
4,197,708
|
|
|
3,442,051
|
|
||
Premises and equipment, net
|
|
29,578,513
|
|
|
28,078,591
|
|
||
Goodwill
|
|
39,347,378
|
|
|
29,793,756
|
|
||
Other intangible assets, net of amortization
|
|
3,614,833
|
|
|
2,639,608
|
|
||
Cash surrender value of life insurance
|
|
53,516,317
|
|
|
49,268,973
|
|
||
Deferred income taxes
|
|
5,970,282
|
|
|
4,366,522
|
|
||
Other assets
|
|
3,282,577
|
|
|
4,775,805
|
|
||
Total assets
|
|
$
|
1,640,158,560
|
|
|
$
|
1,438,389,236
|
|
Liabilities and Stockholders’ Equity
|
||||||||
Liabilities:
|
|
|
|
|
||||
Deposits
|
|
$
|
1,339,143,287
|
|
|
$
|
1,161,843,586
|
|
Long-term borrowings
|
|
60,023,100
|
|
|
50,000,000
|
|
||
Floating rate junior subordinated debt
|
|
6,724,646
|
|
|
6,587,549
|
|
||
Advance payments by borrowers for taxes and insurance
|
|
2,956,441
|
|
|
2,298,513
|
|
||
Other liabilities
|
|
17,112,581
|
|
|
14,510,052
|
|
||
Total liabilities
|
|
1,425,960,055
|
|
|
1,235,239,700
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.01 par value; 15,115,883 shares issued and outstanding at September 30, 2017 and 15,031,076 shares issued and outstanding at September 30, 2016
|
|
151,159
|
|
|
150,311
|
|
||
Preferred stock, $0.01 par value; 50,000,000 shares authorized at September 30, 2017 and September 30, 2016
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
85,651,391
|
|
|
83,651,623
|
|
||
Unearned compensation – ESOP
|
|
(4,673,761
|
)
|
|
(5,106,169
|
)
|
||
Retained earnings
|
|
134,207,368
|
|
|
123,349,890
|
|
||
Accumulated other comprehensive (loss) income
|
|
(1,137,652
|
)
|
|
1,103,881
|
|
||
Total stockholders’ equity
|
|
214,198,505
|
|
|
203,149,536
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
1,640,158,560
|
|
|
$
|
1,438,389,236
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Interest income:
|
|
|
|
|
|
|
||||||
Loans receivable
|
|
$
|
50,333,085
|
|
|
$
|
43,548,848
|
|
|
$
|
36,375,782
|
|
Taxable investment securities
|
|
4,296,231
|
|
|
3,742,085
|
|
|
3,655,493
|
|
|||
Nontaxable investment securities
|
|
18,111
|
|
|
11,657
|
|
|
12,417
|
|
|||
Federal Home Loan Bank stock
|
|
162,088
|
|
|
154,272
|
|
|
142,947
|
|
|||
Interest-earning deposits in other financial institutions
|
|
893,787
|
|
|
216,736
|
|
|
93,432
|
|
|||
Certificates of deposit held at other financial institutions
|
|
147,053
|
|
|
105,451
|
|
|
—
|
|
|||
Restricted securities
|
|
11,007
|
|
|
5,013
|
|
|
—
|
|
|||
Amortization of FDIC loss share receivable
|
|
—
|
|
|
—
|
|
|
(2,387,205
|
)
|
|||
Total interest income
|
|
55,861,362
|
|
|
47,784,062
|
|
|
37,892,866
|
|
|||
Interest expense:
|
|
|
|
|
|
|
||||||
Deposits
|
|
4,792,943
|
|
|
3,452,758
|
|
|
2,727,372
|
|
|||
Borrowings
|
|
1,422,003
|
|
|
1,955,445
|
|
|
2,285,550
|
|
|||
Floating rate junior subordinated debt
|
|
504,608
|
|
|
221,571
|
|
|
—
|
|
|||
Total interest expense
|
|
6,719,554
|
|
|
5,629,774
|
|
|
5,012,922
|
|
|||
Net interest income
|
|
49,141,808
|
|
|
42,154,288
|
|
|
32,879,944
|
|
|||
Provision for loan losses
|
|
(900,000
|
)
|
|
(250,000
|
)
|
|
—
|
|
|||
Net interest income after provision for loan losses
|
|
50,041,808
|
|
|
42,404,288
|
|
|
32,879,944
|
|
|||
Noninterest income:
|
|
|
|
|
|
|
||||||
Service charges on deposit accounts
|
|
7,641,351
|
|
|
7,043,693
|
|
|
6,449,248
|
|
|||
Bankcard fees
|
|
5,510,387
|
|
|
4,953,645
|
|
|
4,032,421
|
|
|||
Gain (loss) on investment securities available for sale
|
|
247,780
|
|
|
48,885
|
|
|
(27,209
|
)
|
|||
Bank owned life insurance
|
|
1,195,445
|
|
|
1,225,422
|
|
|
1,245,382
|
|
|||
Gain on sale of loans
|
|
2,418,272
|
|
|
2,118,012
|
|
|
1,612,335
|
|
|||
Brokerage commissions
|
|
726,177
|
|
|
650,727
|
|
|
732,336
|
|
|||
Recoveries on acquired loans previously covered under FDIC-assisted acquisitions
|
|
412,586
|
|
|
3,625,000
|
|
|
—
|
|
|||
FDIC receivable for loss sharing agreements impairment
|
|
—
|
|
|
—
|
|
|
(2,434,903
|
)
|
|||
Other
|
|
1,086,775
|
|
|
1,298,746
|
|
|
719,620
|
|
|||
Total noninterest income
|
|
19,238,773
|
|
|
20,964,130
|
|
|
12,329,230
|
|
|||
Noninterest expenses:
|
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
|
26,431,145
|
|
|
25,655,810
|
|
|
20,712,215
|
|
|||
Occupancy
|
|
5,202,675
|
|
|
5,139,533
|
|
|
4,380,783
|
|
|||
Data processing
|
|
4,929,336
|
|
|
4,427,636
|
|
|
2,931,736
|
|
|||
Legal and professional
|
|
1,864,218
|
|
|
2,314,519
|
|
|
1,382,300
|
|
|||
Marketing
|
|
1,631,795
|
|
|
1,590,171
|
|
|
1,639,943
|
|
|||
Federal insurance premiums and other regulatory fees
|
|
759,834
|
|
|
859,125
|
|
|
755,872
|
|
|||
Net (benefit) cost of operations of real estate owned
|
|
(367,710
|
)
|
|
(334,954
|
)
|
|
35,562
|
|
|||
Furniture and equipment
|
|
880,218
|
|
|
870,675
|
|
|
881,465
|
|
|||
Postage, office supplies and printing
|
|
929,768
|
|
|
868,674
|
|
|
872,837
|
|
|||
Core deposit intangible amortization expense
|
|
560,776
|
|
|
415,617
|
|
|
266,451
|
|
|||
Other
|
|
3,700,824
|
|
|
3,591,408
|
|
|
2,972,536
|
|
|||
Total noninterest expenses
|
|
46,522,879
|
|
|
45,398,214
|
|
|
36,831,700
|
|
|||
Income before income taxes
|
|
22,757,702
|
|
|
17,970,204
|
|
|
8,377,474
|
|
|||
Income tax expense
|
|
8,321,597
|
|
|
6,106,884
|
|
|
2,805,312
|
|
|||
Net income
|
|
$
|
14,436,105
|
|
|
$
|
11,863,320
|
|
|
$
|
5,572,162
|
|
Basic net income per share
|
|
$
|
1.01
|
|
|
$
|
0.83
|
|
|
$
|
0.35
|
|
Diluted net income per share
|
|
$
|
0.95
|
|
|
$
|
0.79
|
|
|
$
|
0.34
|
|
Weighted average number of common shares outstanding
|
|
14,316,609
|
|
|
14,371,126
|
|
|
15,717,421
|
|
|||
Weighted average number of common and potential common shares outstanding
|
|
15,153,373
|
|
|
14,983,344
|
|
|
16,399,831
|
|
|
Years Ended September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Net income
|
$
|
14,436,105
|
|
|
$
|
11,863,320
|
|
|
$
|
5,572,162
|
|
Reclassification adjustment for net (gains) losses realized in net income, net of taxes of $95,643, $18,869 and $(10,503), respectively
|
(152,137
|
)
|
|
(30,016
|
)
|
|
16,706
|
|
|||
Net unrealized holding (losses) gains on investment and mortgage securities available for sale arising during the period, net of taxes of $(1,313,529), $333,073 and $843,362, respectively
|
(2,089,396
|
)
|
|
529,811
|
|
|
1,341,515
|
|
|||
Comprehensive income
|
$
|
12,194,572
|
|
|
$
|
12,363,115
|
|
|
$
|
6,930,383
|
|
|
Common stock
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||||
|
Number of shares
|
|
Amount
|
|
Additional paid-in capital
|
|
Unearned compensation ESOP
|
|
Retained earnings
|
|
Accumulated other comprehensive income (loss)
|
|
Total stockholders’ equity
|
|||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||||||
Balance at September 30, 2014
|
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, stock option exercises
|
2,265
|
|
|
23
|
|
|
(23
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Repurchase of shares
|
(2,235,999
|
)
|
|
(22,360
|
)
|
|
(25,482,836
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(25,505,196
|
)
|
||||||
Balance at September 30, 2015
|
16,027,654
|
|
|
$
|
160,277
|
|
|
$
|
95,355,054
|
|
|
$
|
(5,551,193
|
)
|
|
$
|
114,362,386
|
|
|
$
|
604,086
|
|
|
$
|
204,930,610
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
11,863,320
|
|
|
—
|
|
|
11,863,320
|
|
||||||
Dividends paid, $0.20 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,875,816
|
)
|
|
—
|
|
|
(2,875,816
|
)
|
||||||
Change in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
499,795
|
|
|
499,795
|
|
||||||
Allocation of ESOP common stock
|
—
|
|
|
—
|
|
|
216,340
|
|
|
445,024
|
|
|
—
|
|
|
—
|
|
|
661,364
|
|
||||||
Effect of restricted stock awards
|
—
|
|
|
—
|
|
|
784,280
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
784,280
|
|
||||||
Stock option expense
|
—
|
|
|
—
|
|
|
330,783
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
330,783
|
|
||||||
Issuance of common stock, stock option exercises
|
19,846
|
|
|
198
|
|
|
126,259
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
126,457
|
|
||||||
Repurchase of shares
|
(1,016,424
|
)
|
|
(10,164
|
)
|
|
(13,161,093
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(13,171,257
|
)
|
||||||
Balance at September 30, 2016
|
15,031,076
|
|
|
$
|
150,311
|
|
|
$
|
83,651,623
|
|
|
$
|
(5,106,169
|
)
|
|
$
|
123,349,890
|
|
|
$
|
1,103,881
|
|
|
$
|
203,149,536
|
|
Net income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
14,436,105
|
|
|
—
|
|
|
14,436,105
|
|
||||||
Dividends paid, $0.25 per share
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(3,578,627
|
)
|
|
—
|
|
|
(3,578,627
|
)
|
||||||
Chan
ge in other comprehensive income
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(2,241,533
|
)
|
|
(2,241,533
|
)
|
||||||
Allo
cation of ESOP common stock
|
—
|
|
|
—
|
|
|
251,610
|
|
|
432,408
|
|
|
—
|
|
|
—
|
|
|
684,018
|
|
||||||
Effe
ct of restricted stock awards
|
—
|
|
|
—
|
|
|
797,976
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
797,976
|
|
||||||
Stoc
k option expense
|
—
|
|
|
—
|
|
|
327,978
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
327,978
|
|
||||||
Issuance of common stock, stock option exercises
|
78,457
|
|
|
785
|
|
|
624,148
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
624,933
|
|
||||||
Issuance of common stock, restricted stock
|
6,500
|
|
|
65
|
|
|
(65
|
)
|
|
|
|
|
|
|
|
—
|
|
|||||||||
Repu
rchase of shares
|
(150
|
)
|
|
(2
|
)
|
|
(1,879
|
)
|
|
—
|
|
|
—
|
|
|
—
|
|
|
(1,881
|
)
|
||||||
Balance at September 30, 2017
|
15,115,883
|
|
|
$
|
151,159
|
|
|
$
|
85,651,391
|
|
|
$
|
(4,673,761
|
)
|
|
$
|
134,207,368
|
|
|
$
|
(1,137,652
|
)
|
|
$
|
214,198,505
|
|
CHARTER FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
|
||||||||||||
|
|
Years Ended September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
14,436,105
|
|
|
$
|
11,863,320
|
|
|
$
|
5,572,162
|
|
Adjustments to reconcile net income to net cash provided by operating activities:
|
|
|
|
|
|
|
||||||
Provision for loan losses
|
|
(900,000
|
)
|
|
(250,000
|
)
|
|
—
|
|
|||
Provision for FDIC receivable impairment
|
|
—
|
|
|
—
|
|
|
2,541,571
|
|
|||
Depreciation and amortization
|
|
1,767,056
|
|
|
1,476,203
|
|
|
1,523,576
|
|
|||
Deferred income tax (benefit) expense
|
|
(55,836
|
)
|
|
1,050,103
|
|
|
1,857,217
|
|
|||
Accretion and amortization of premiums and discounts, net
|
|
1,005,786
|
|
|
935,454
|
|
|
1,331,456
|
|
|||
Accretion of fair value discounts related to acquired loans
|
|
(1,741,625
|
)
|
|
(4,371,088
|
)
|
|
(5,945,546
|
)
|
|||
Accretion of fair value discounts related to FDIC receivable
|
|
—
|
|
|
—
|
|
|
(106,668
|
)
|
|||
Amortization of FDIC loss share receivable
|
|
—
|
|
|
—
|
|
|
2,387,205
|
|
|||
Write down of asset held for sale
|
|
—
|
|
|
325,004
|
|
|
87,500
|
|
|||
Gain on sale of loans
|
|
(2,418,272
|
)
|
|
(2,118,012
|
)
|
|
(1,612,335
|
)
|
|||
Proceeds from sale of loans
|
|
100,316,278
|
|
|
87,666,768
|
|
|
64,715,797
|
|
|||
Originations and purchases of loans held for sale
|
|
(97,410,377
|
)
|
|
(86,590,036
|
)
|
|
(62,455,642
|
)
|
|||
(Gain) loss on sale of mortgage-backed securities, collateralized mortgage obligations and other investments
|
|
(247,780
|
)
|
|
(48,885
|
)
|
|
27,209
|
|
|||
Write down of real estate owned
|
|
29,487
|
|
|
163,741
|
|
|
246,891
|
|
|||
Gain on sale of real estate owned
|
|
(624,304
|
)
|
|
(900,054
|
)
|
|
(397,392
|
)
|
|||
Loss (gain) on sale of fixed assets
|
|
46,556
|
|
|
61,464
|
|
|
(7,500
|
)
|
|||
Restricted stock award expense
|
|
797,976
|
|
|
784,280
|
|
|
792,619
|
|
|||
Stock option expense
|
|
327,978
|
|
|
330,783
|
|
|
330,995
|
|
|||
Increase in cash surrender value of bank owned life insurance
|
|
(1,195,445
|
)
|
|
(1,225,422
|
)
|
|
(1,245,382
|
)
|
|||
Gain on settlement of bank owned life insurance
|
|
—
|
|
|
(266,696
|
)
|
|
—
|
|
|||
Donation of other real estate owned
|
|
—
|
|
|
21,500
|
|
|
—
|
|
|||
Changes in assets and liabilities:
|
|
|
|
|
|
|
||||||
(Increase) decrease in accrued interest and dividends receivable
|
|
(286,757
|
)
|
|
65,220
|
|
|
(209,059
|
)
|
|||
Decrease in other assets
|
|
2,499,704
|
|
|
4,240,625
|
|
|
905,410
|
|
|||
Increase (decrease) in other liabilities
|
|
2,904,494
|
|
|
(4,952,556
|
)
|
|
8,207,370
|
|
|||
Net cash provided by operating activities
|
|
19,251,024
|
|
|
8,261,716
|
|
|
18,547,454
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Proceeds from sales of investment securities available for sale
|
|
6,578,436
|
|
|
22,031,385
|
|
|
14,024,154
|
|
|||
Principal collections on investment securities available for sale
|
|
17,898,916
|
|
|
20,133,338
|
|
|
23,907,354
|
|
|||
Purchase of investment securities available for sale
|
|
(30,163,566
|
)
|
|
(46,442,903
|
)
|
|
(39,599,793
|
)
|
|||
Proceeds from maturities or calls of investment securities available for sale
|
|
24,107,490
|
|
|
4,500,000
|
|
|
6,774,050
|
|
|||
Proceeds from redemption of Federal Home Loan Bank stock
|
|
—
|
|
|
2,932,600
|
|
|
437,300
|
|
|||
Purchase of Federal Home Loan Bank stock
|
|
(122,800
|
)
|
|
(2,233,500
|
)
|
|
(510,000
|
)
|
|||
Net decrease in certificates of deposit held at other financial institutions
|
|
6,966,000
|
|
|
10,699,000
|
|
|
—
|
|
|||
Net (increase) decrease in loans receivable
|
|
(25,405,525
|
)
|
|
24,075,918
|
|
|
(105,753,423
|
)
|
|||
Net decrease in FDIC receivable
|
|
—
|
|
|
—
|
|
|
5,266,794
|
|
|||
Principal reductions of OREO
|
|
—
|
|
|
—
|
|
|
58,891
|
|
|||
Proceeds from sale of real estate owned
|
|
3,218,354
|
|
|
3,631,676
|
|
|
7,676,904
|
|
|||
Proceeds from sale of premises and equipment
|
|
259,104
|
|
|
354,499
|
|
|
7,500
|
|
|||
Proceeds from settlement of bank owned life insurance
|
|
—
|
|
|
646,655
|
|
|
—
|
|
|||
Purchases of premises and equipment, net of dispositions
|
|
(1,541,402
|
)
|
|
(1,593,035
|
)
|
|
(413,744
|
)
|
|||
Net cash received (paid) in acquisitions
|
|
5,421,379
|
|
|
(42,520,560
|
)
|
|
—
|
|
|||
Net cash provided by (used in) investing activities
|
|
7,216,386
|
|
|
(3,784,927
|
)
|
|
(88,124,013
|
)
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Repurchase of shares
|
|
(1,881
|
)
|
|
(13,171,257
|
)
|
|
(25,505,196
|
)
|
|||
Issuance of common stock
|
|
624,933
|
|
|
126,457
|
|
|
—
|
|
|||
Dividends paid
|
|
(3,578,627
|
)
|
|
(2,875,816
|
)
|
|
(3,134,319
|
)
|
|||
Net increase in deposits
|
|
39,616,719
|
|
|
89,531,372
|
|
|
21,662,876
|
|
CHARTER FINANCIAL CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS (continued)
|
||||||||||||
|
|
Years Ended September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Proceeds from Federal Home Loan Bank advances
|
|
27,000,000
|
|
|
97,000,000
|
|
|
12,000,000
|
|
|||
Principal payments on Federal Home Loan Bank advances
|
|
(27,000,000
|
)
|
|
(114,000,000
|
)
|
|
(5,000,000
|
)
|
|||
Principal payments on other borrowings
|
|
(3,250,000
|
)
|
|
—
|
|
|
—
|
|
|||
Net increase in advance payments by borrowers for taxes and insurance
|
|
610,336
|
|
|
418,729
|
|
|
433,470
|
|
|||
Net cash provided by financing activities
|
|
34,021,480
|
|
|
57,029,485
|
|
|
456,831
|
|
|||
Net increase (decrease) in cash and cash equivalents
|
|
60,488,890
|
|
|
61,506,274
|
|
|
(69,119,728
|
)
|
|||
Cash and cash equivalents at beginning of period
|
|
91,849,499
|
|
|
30,343,225
|
|
|
99,462,953
|
|
|||
Cash and cash equivalents at end of period
|
|
$
|
152,338,389
|
|
|
$
|
91,849,499
|
|
|
$
|
30,343,225
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
6,724,552
|
|
|
$
|
5,141,621
|
|
|
$
|
4,973,645
|
|
Income taxes paid
|
|
2,822,286
|
|
|
2,547,438
|
|
|
409,920
|
|
|||
Supplemental disclosure of noncash activities:
|
|
|
|
|
|
|
||||||
Real estate acquired through foreclosure of collateral on loans receivable
|
|
$
|
1,354,421
|
|
|
$
|
1,757,886
|
|
|
$
|
3,237,134
|
|
Write down of real estate owned reimbursed by the FDIC
|
|
—
|
|
|
—
|
|
|
(830,225
|
)
|
|||
Gain on real estate sold payable to the FDIC
|
|
—
|
|
|
—
|
|
|
1,273,132
|
|
|||
Issuance of common stock under stock benefit plan
|
|
684,018
|
|
|
661,364
|
|
|
561,259
|
|
|||
Unrealized (loss) gain on investment securities available for sale, net
|
|
(2,241,533
|
)
|
|
499,795
|
|
|
1,358,221
|
|
|||
Fair value of assets and liabilities from acquisition:
|
|
|
|
|
|
|
||||||
Fair value of tangible assets acquired
|
|
$
|
166,420,602
|
|
|
$
|
373,488,036
|
|
|
$
|
—
|
|
Other intangible assets acquired
|
|
11,089,622
|
|
|
28,366,473
|
|
|
—
|
|
|||
Fair value of liabilities assumed
|
|
(151,734,911
|
)
|
|
(345,948,385
|
)
|
|
—
|
|
|||
Total merger consideration
|
|
$
|
25,775,313
|
|
|
$
|
55,906,124
|
|
|
$
|
—
|
|
(a)
|
Basis of Presentation
|
(b)
|
Cash and Cash Equivalents
|
(c)
|
Certificates of Deposit Held at Other Financial Institutions
|
(d)
|
Investments, Collateralized Loan Obligations, Mortgage-Backed Securities, Collateralized Mortgage Obligations, Federal Home Loan Bank Stock, and Restricted Securities
|
(e)
|
Loans and Interest Income
|
(f)
|
Allowance for Loan Losses
|
(g)
|
Business Combinations
|
(h)
|
Other Real Estate Owned
|
(i)
|
Premises and Equipment
|
(i)
|
Mortgage Banking Activities and Mortgage Servicing Rights
|
(j)
|
Income Taxes
|
(k)
|
Comprehensive Income
|
(l)
|
Goodwill and Other Intangible Assets
|
(m)
|
Stock-Based Compensation
|
(n)
|
Income Per Share
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Numerator:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
14,436,105
|
|
|
$
|
11,863,320
|
|
|
$
|
5,572,162
|
|
Denominator:
|
|
|
|
|
|
|
||||||
Weighted average common shares outstanding
|
|
14,316,609
|
|
|
14,371,126
|
|
|
15,717,421
|
|
|||
Common stock equivalents
|
|
836,764
|
|
|
612,218
|
|
|
682,410
|
|
|||
Diluted shares
|
|
$
|
15,153,373
|
|
|
$
|
14,983,344
|
|
|
$
|
16,399,831
|
|
Net income per share:
|
|
|
|
|
|
|
||||||
Basic
|
|
$
|
1.01
|
|
|
$
|
0.83
|
|
|
$
|
0.35
|
|
Diluted
|
|
$
|
0.95
|
|
|
$
|
0.79
|
|
|
$
|
0.34
|
|
(o)
|
Employee Stock Ownership Plan (ESOP)
|
(p)
|
Bank Owned Life Insurance
|
(q)
|
Recent Accounting Pronouncements
|
Purchase Price:
|
|
|
|
||||
Cash paid to Resurgens shareholders
|
|
|
$
|
25,775,313
|
|
||
|
|
|
|
||||
Fair value of assets acquired:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
31,196,692
|
|
|
|
||
Loans receivable, net
|
128,756,348
|
|
|
|
|||
Federal Home Loan Bank stock
|
569,800
|
|
|
|
|||
Premises and equipment
|
1,507,309
|
|
|
|
|||
Accrued interest and dividends receivable
|
468,900
|
|
|
|
|||
Core deposit intangible
|
1,536,000
|
|
|
|
|||
Bank owned life insurance
|
3,051,900
|
|
|
|
|||
Deferred tax assets
|
393,195
|
|
|
|
|||
Other assets
|
476,458
|
|
|
|
|||
Total assets acquired
|
167,956,602
|
|
|
|
|||
|
|
|
|
||||
Fair value of liabilities assumed:
|
|
|
|
||||
Deposits
|
138,031,166
|
|
|
|
|||
Federal Home Loan Bank advances
|
10,024,100
|
|
|
|
|||
Other borrowings
|
3,250,000
|
|
|
|
|||
Advance payments by borrowers for taxes and insurance
|
47,592
|
|
|
|
|||
Other liabilities
|
382,053
|
|
|
|
|||
Total liabilities assumed
|
$
|
151,734,911
|
|
|
|
||
|
|
|
|
||||
Fair value of net assets acquired
|
|
|
16,221,691
|
|
|||
Goodwill recognized for Resurgens
|
|
|
$
|
9,553,622
|
|
|
|
Pro Forma
|
|
Pro Forma
|
||||
|
|
Year Ended September 30,
|
|
Year Ended September 30,
|
||||
|
|
2017
|
|
2016
|
||||
Net interest income
|
|
$
|
56,778,275
|
|
|
$
|
54,808,744
|
|
Net income
|
|
$
|
16,537,303
|
|
|
$
|
13,682,222
|
|
Earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
1.16
|
|
|
$
|
0.95
|
|
Diluted
|
|
$
|
1.09
|
|
|
$
|
0.91
|
|
Purchase Price:
|
|
|
|
||||
Cash paid to CBS shareholders
|
|
|
$
|
58,846,612
|
|
||
Less: Cash paid to Stock Appreciation Rights holders by CBS
|
|
|
(2,940,488
|
)
|
|||
Total cash consideration paid by Charter Financial
|
|
|
$
|
55,906,124
|
|
||
|
|
|
|
||||
Fair value of assets acquired:
|
|
|
|
||||
Cash and cash equivalents
|
$
|
13,385,564
|
|
|
|
||
Certificates of deposit held at other financial institutions
|
25,202,320
|
|
|
|
|||
Investment securities available for sale
|
22,198,577
|
|
|
|
|||
Loans held for sale
|
924,000
|
|
|
|
|||
Loans receivable, net
|
300,775,423
|
|
|
|
|||
Federal Home Loan Bank stock
|
545,300
|
|
|
|
|||
Restricted securities, at cost
|
279,000
|
|
|
|
|||
Premises and equipment
|
7,945,313
|
|
|
|
|||
Accrued interest and dividends receivable
|
838,865
|
|
|
|
|||
Other real estate owned
|
454,900
|
|
|
|
|||
Core deposit intangible
|
2,898,000
|
|
|
|
|||
Other assets
|
938,774
|
|
|
|
|||
Total assets acquired
|
376,386,036
|
|
|
|
|||
|
|
|
|
||||
Fair value of liabilities assumed:
|
|
|
|
||||
Deposits
|
333,719,277
|
|
|
|
|||
Federal Home Loan Bank advances
|
5,000,000
|
|
|
|
|||
Floating rate junior subordinated debt
|
6,519,000
|
|
|
|
|||
Advance payments by borrowers for taxes and insurance
|
134,031
|
|
|
|
|||
Other liabilities
|
576,077
|
|
|
|
|||
Total liabilities assumed
|
$
|
345,948,385
|
|
|
|
||
|
|
|
|
||||
Fair value of net assets acquired
|
|
|
30,437,651
|
|
|||
Goodwill recognized for CBS
|
|
|
$
|
25,468,473
|
|
|
|
Pro Forma
|
|
Pro Forma
|
||||
|
|
Year Ended September 30,
|
|
Year Ended September 30,
|
||||
|
|
2016
|
|
2015
|
||||
Net interest income
|
|
$
|
51,384,220
|
|
|
$
|
51,356,805
|
|
Net income
|
|
$
|
14,776,222
|
|
|
$
|
14,748,351
|
|
Earnings per share:
|
|
|
|
|
||||
Basic
|
|
$
|
1.03
|
|
|
$
|
0.94
|
|
Diluted
|
|
$
|
0.99
|
|
|
$
|
0.90
|
|
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Goodwill
|
|
$
|
39,347,378
|
|
|
$
|
29,793,756
|
|
|
|
|
|
|
||||
Core deposit intangible
|
|
$
|
7,803,449
|
|
|
$
|
6,267,449
|
|
Less accumulated amortization
|
|
4,188,616
|
|
|
3,627,841
|
|
||
Other intangible assets, net of amortization
|
|
$
|
3,614,833
|
|
|
$
|
2,639,608
|
|
|
|
September 30, 2017
|
||||||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||||
Other investment securities:
|
|
|
|
|
|
|
|
|
||||||||
State and municipal securities
|
|
$
|
2,238,758
|
|
|
$
|
13,177
|
|
|
$
|
(120
|
)
|
|
$
|
2,251,815
|
|
Collateralized loan obligations
|
|
40,629,368
|
|
|
92,000
|
|
|
(43,692
|
)
|
|
40,677,676
|
|
||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
||||||||
FHLMC certificates
|
|
21,657,987
|
|
|
220,228
|
|
|
(123,093
|
)
|
|
21,755,122
|
|
||||
FNMA certificates
|
|
114,740,214
|
|
|
177,495
|
|
|
(1,926,890
|
)
|
|
112,990,819
|
|
||||
GNMA certificates
|
|
2,504,334
|
|
|
2,645
|
|
|
(916
|
)
|
|
2,506,063
|
|
||||
Private-label mortgage securities:
(1)
|
|
|
|
|
|
|
|
|
||||||||
Investment grade
|
|
614,679
|
|
|
—
|
|
|
(23,236
|
)
|
|
591,443
|
|
||||
Split rating
(2)
|
|
2,337,239
|
|
|
—
|
|
|
(87,569
|
)
|
|
2,249,670
|
|
||||
Non-investment grade
|
|
790,956
|
|
|
—
|
|
|
(23,743
|
)
|
|
767,213
|
|
||||
Total
|
|
$
|
185,513,535
|
|
|
$
|
505,545
|
|
|
$
|
(2,229,259
|
)
|
|
$
|
183,789,821
|
|
(1)
|
Credit ratings are current as of
September 30, 2017
.
|
(2)
|
Bonds with split ratings represent securities with both investment and non-investment grades.
|
|
|
September 30, 2016
|
||||||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Gains
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||||
Other investment securities:
|
|
|
|
|
|
|
|
|
||||||||
State and municipal securities
|
|
$
|
2,483,779
|
|
|
$
|
42,041
|
|
|
$
|
(1,653
|
)
|
|
$
|
2,524,167
|
|
Collateralized loan obligations
|
|
39,748,828
|
|
|
79,464
|
|
|
(121,564
|
)
|
|
39,706,728
|
|
||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
|
||||||||
FHLMC certificates
|
|
27,432,208
|
|
|
592,777
|
|
|
—
|
|
|
28,024,985
|
|
||||
FNMA certificates
|
|
126,292,589
|
|
|
1,213,349
|
|
|
(102,546
|
)
|
|
127,403,392
|
|
||||
GNMA certificates
|
|
1,509,079
|
|
|
3,878
|
|
|
—
|
|
|
1,512,957
|
|
||||
Private-label mortgage securities:
|
|
|
|
|
|
|
|
|
||||||||
Investment grade
|
|
847,064
|
|
|
1,100
|
|
|
(36,696
|
)
|
|
811,468
|
|
||||
Split rating
(1)
|
|
553,376
|
|
|
—
|
|
|
(5,390
|
)
|
|
547,986
|
|
||||
Non-investment grade
|
|
5,796,816
|
|
|
212,151
|
|
|
(204,363
|
)
|
|
5,804,604
|
|
||||
Total
|
|
$
|
204,663,739
|
|
|
$
|
2,144,760
|
|
|
$
|
(472,212
|
)
|
|
$
|
206,336,287
|
|
(1)
|
Bonds with split ratings represent securities with both investment and non-investment grades.
|
|
|
Amortized Cost
|
|
Estimated Fair Value
|
||||
|
|
|
|
|
||||
Due within one year
|
|
$
|
807,505
|
|
|
$
|
807,960
|
|
Due from one year to five years
|
|
1,431,252
|
|
|
1,443,855
|
|
||
Due after five years
|
|
40,629,369
|
|
|
40,677,676
|
|
||
Mortgage-backed securities
|
|
142,645,409
|
|
|
140,860,330
|
|
||
Total
|
|
$
|
185,513,535
|
|
|
$
|
183,789,821
|
|
|
|
September 30, 2017
|
||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||
Other investment securities:
|
|
|
|
|
|
|
||||||
State and municipal securities
|
|
$
|
556,675
|
|
|
$
|
(120
|
)
|
|
$
|
556,555
|
|
Collateralized loan obligations
|
|
9,173,224
|
|
|
(43,692
|
)
|
|
9,129,532
|
|
|||
Mortgage-backed securities:
|
|
|
|
|
|
|
||||||
FHLMC certificates
|
|
10,721,484
|
|
|
(123,093
|
)
|
|
10,598,391
|
|
|||
FNMA certificates
|
|
46,902,868
|
|
|
(270,060
|
)
|
|
46,632,808
|
|
|||
GNMA certificates
|
|
1,042,769
|
|
|
(916
|
)
|
|
1,041,853
|
|
|||
Private-label mortgage securities
|
|
107,879
|
|
|
(211
|
)
|
|
107,668
|
|
|||
Total
|
|
$
|
68,504,899
|
|
|
$
|
(438,092
|
)
|
|
$
|
68,066,807
|
|
|
|
September 30, 2016
|
||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||
Other investment securities:
|
|
|
|
|
|
|
||||||
State and municipal securities
|
|
$
|
1,025,997
|
|
|
$
|
(1,653
|
)
|
|
$
|
1,024,344
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
||||||
FNMA certificates
|
|
15,742,485
|
|
|
(71,197
|
)
|
|
15,671,288
|
|
|||
Private-label mortgage securities
|
|
2,487,651
|
|
|
(125,727
|
)
|
|
2,361,924
|
|
|||
Total
|
|
$
|
19,256,133
|
|
|
$
|
(198,577
|
)
|
|
$
|
19,057,556
|
|
|
|
September 30, 2017
|
||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||
Mortgage-backed securities:
|
|
|
|
|
|
|
||||||
FNMA certificates
|
|
$
|
59,666,482
|
|
|
$
|
(1,656,829
|
)
|
|
$
|
58,009,653
|
|
Private-label mortgage securities
|
|
3,634,997
|
|
|
(134,338
|
)
|
|
3,500,659
|
|
|||
Total
|
|
$
|
63,301,479
|
|
|
$
|
(1,791,167
|
)
|
|
$
|
61,510,312
|
|
|
|
September 30, 2016
|
||||||||||
|
|
Amortized Cost
|
|
Gross Unrealized Losses
|
|
Estimated Fair Value
|
||||||
Other investment securities:
|
|
|
|
|
|
|
||||||
Collateralized loan obligations
|
|
$
|
15,469,859
|
|
|
$
|
(121,564
|
)
|
|
$
|
15,348,295
|
|
Mortgage-backed securities:
|
|
|
|
|
|
|
||||||
FNMA certificates
|
|
3,923,709
|
|
|
(31,349
|
)
|
|
3,892,360
|
|
|||
Private-label mortgage securities
|
|
2,463,439
|
|
|
(120,722
|
)
|
|
2,342,717
|
|
|||
Total
|
|
$
|
21,857,007
|
|
|
$
|
(273,635
|
)
|
|
$
|
21,583,372
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||
|
|
|
|
||||
1-4 family residential real estate
|
$
|
232,040,341
|
|
|
$
|
236,939,555
|
|
Commercial real estate
|
697,070,779
|
|
|
595,157,268
|
|
||
Commercial
|
103,673,447
|
|
|
71,865,081
|
|
||
Real estate construction
|
88,791,799
|
|
|
80,500,321
|
|
||
Consumer and other
|
39,943,386
|
|
|
21,240,512
|
|
||
Total loans, net of acquisition fair value adjustments
|
1,161,519,752
|
|
|
1,005,702,737
|
|
||
Unamortized loan origination fees, net
|
(1,165,148
|
)
|
|
(1,278,830
|
)
|
||
Allowance for loan losses
|
(11,078,422
|
)
|
|
(10,371,416
|
)
|
||
Total loans, net
|
$
|
1,149,276,182
|
|
|
$
|
994,052,491
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||
|
|
|
|
||||
Current
|
$
|
1,155,094,965
|
|
|
$
|
998,370,863
|
|
Accruing past due loans:
|
|
|
|
||||
30-89 days past due
|
|
|
|
||||
1-4 family residential real estate
|
1,567,688
|
|
|
1,101,667
|
|
||
Commercial real estate
|
1,490,424
|
|
|
604,724
|
|
||
Commercial
|
1,000,840
|
|
|
50,712
|
|
||
Real estate construction
|
—
|
|
|
—
|
|
||
Consumer and other
|
659,174
|
|
|
335,062
|
|
||
Total 30-89 days past due
|
4,718,126
|
|
|
2,092,165
|
|
||
90 days or greater past due
(1)
|
|
|
|
||||
1-4 family residential real estate
|
46,223
|
|
|
449,901
|
|
||
Commercial real estate
|
—
|
|
|
929,944
|
|
||
Commercial
|
—
|
|
|
124,553
|
|
||
Real estate construction
|
—
|
|
|
—
|
|
||
Consumer and other
|
—
|
|
|
—
|
|
||
Total 90 days or greater past due
|
46,223
|
|
|
1,504,398
|
|
||
Total accruing past due loans
|
4,764,349
|
|
|
3,596,563
|
|
||
Nonaccruing loans:
(2)
|
|
|
|
||||
1-4 family residential real estate
|
293,224
|
|
|
930,121
|
|
||
Commercial real estate
|
1,327,037
|
|
|
2,705,439
|
|
||
Commercial
|
40,177
|
|
|
99,751
|
|
||
Real estate construction
|
—
|
|
|
—
|
|
||
Consumer and other
|
—
|
|
|
—
|
|
||
Nonaccruing loans
|
1,660,438
|
|
|
3,735,311
|
|
||
Total loans
|
$
|
1,161,519,752
|
|
|
$
|
1,005,702,737
|
|
(1)
|
Acquired loans in the amount of
$0
and
$1.5 million
at
September 30, 2017
and
2016
, 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)
|
Acquired loans in the amount of
$888,000
and
$2.5 million
at
September 30, 2017
and
2016
, 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.
|
|
|
|
|
|
|
|
Year Ended
September 30, 2017
|
||||||||||||
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Investment in Impaired Loans
|
|
Interest Income Recognized
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
(1)
|
$
|
955,522
|
|
|
$
|
1,143,831
|
|
|
$
|
24,434
|
|
|
$
|
975,317
|
|
|
$
|
33,166
|
|
Commercial real estate
(2)
|
5,960,208
|
|
|
6,970,943
|
|
|
24,299
|
|
|
6,131,422
|
|
|
259,651
|
|
|||||
Commercial
|
140,012
|
|
|
363,382
|
|
|
—
|
|
|
161,068
|
|
|
—
|
|
|||||
Real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Consumer and other
|
28,806
|
|
|
30,125
|
|
|
—
|
|
|
30,394
|
|
|
1,976
|
|
|||||
Total impaired loans
|
$
|
7,084,548
|
|
|
$
|
8,508,281
|
|
|
$
|
48,733
|
|
|
$
|
7,298,201
|
|
|
$
|
294,793
|
|
(1)
|
1-4 family residential real estate loans with related allowances totaling
$24,434
had a recorded investment of
$24,434
and unpaid principal balance of
$25,131
at
September 30, 2017
. During the year ended
September 30, 2017
, the Company had an average investment in such loans of
$24,858
and recorded
$90
of interest income on the loans.
|
(2)
|
Commercial real estate loans with related allowances totaling
$24,299
had a recorded investment of
$686,520
and unpaid principal balance of
$695,762
at
September 30, 2017
. During the year ended
September 30, 2017
, the Company had an average investment in such loans of
$717,892
and recorded
$39,825
of interest income on the loans.
|
|
|
|
|
|
|
|
Year Ended
September 30, 2016
|
||||||||||||
|
Recorded Investment
|
|
Unpaid Principal Balance
|
|
Related Allowance
|
|
Average Investment in Impaired Loans
|
|
Interest Income Recognized
|
||||||||||
|
|
|
|
|
|
|
|
|
|
||||||||||
1-4 family residential real estate
|
$
|
1,042,504
|
|
|
$
|
1,644,044
|
|
|
$
|
—
|
|
|
$
|
1,108,660
|
|
|
$
|
10,113
|
|
Commercial real estate
(1)
|
7,177,709
|
|
|
8,814,954
|
|
|
47,955
|
|
|
7,489,531
|
|
|
325,540
|
|
|||||
Commercial
|
99,751
|
|
|
269,707
|
|
|
—
|
|
|
131,506
|
|
|
—
|
|
|||||
Real estate construction
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|||||
Total impaired loans
|
$
|
8,319,964
|
|
|
$
|
10,728,705
|
|
|
$
|
47,955
|
|
|
$
|
8,729,697
|
|
|
$
|
335,653
|
|
(1)
|
Commercial real estate loans with related allowances totaling
$47,955
had a recorded investment and unpaid principal balance of
$120,174
at
September 30, 2017
. During the year ended
September 30, 2017
, the Company had an average investment in such loans of
$97,131
and recorded
$3,931
of interest income on the loans.
|
|
Accruing Loans
|
|
Nonaccrual Loans
|
||||||||||||||||
|
Year Ended September 30, 2017
|
|
Year Ended September 30, 2017
|
||||||||||||||||
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
||||||||
Payment structure modification:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
1-4 family residential real estate
|
8
|
|
$
|
815,575
|
|
|
$
|
815,575
|
|
|
1
|
|
$
|
8,676
|
|
|
$
|
8,676
|
|
Commercial real estate
|
2
|
|
515,639
|
|
|
515,639
|
|
|
—
|
|
—
|
|
|
—
|
|
||||
Consumer and other
|
—
|
|
—
|
|
|
—
|
|
|
1
|
|
32,138
|
|
|
32,138
|
|
||||
Total
|
10
|
|
$
|
1,331,214
|
|
|
$
|
1,331,214
|
|
|
2
|
|
$
|
40,814
|
|
|
$
|
40,814
|
|
|
Accruing Loans
|
|
Nonaccrual Loans
|
||||||||||||||||
|
Year Ended September 30, 2016
|
|
Year Ended September 30, 2016
|
||||||||||||||||
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
|
Number of Loans
|
|
Pre-Modification Outstanding Recorded Investment
|
|
Post-Modification Outstanding Recorded Investment
|
||||||||
Payment structure modification:
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
1-4 family residential real estate
|
1
|
|
$
|
26,118
|
|
|
$
|
26,118
|
|
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
Commercial real estate
|
—
|
|
$
|
—
|
|
|
$
|
—
|
|
|
1
|
|
$
|
271,107
|
|
|
$
|
193,500
|
|
Total
|
1
|
|
$
|
26,118
|
|
|
$
|
26,118
|
|
|
1
|
|
$
|
271,107
|
|
|
$
|
193,500
|
|
|
September 30,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Balance, beginning of period
|
$
|
462,071
|
|
|
$
|
3,391,288
|
|
Loan accretion
|
(462,071
|
)
|
|
(2,929,217
|
)
|
||
Balance, end of period
|
$
|
—
|
|
|
$
|
462,071
|
|
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Unpaid principal balance
|
$
|
18,327,905
|
|
|
$
|
22,666,947
|
|
|
$
|
31,522,816
|
|
Carrying amount
|
16,974,607
|
|
|
21,118,977
|
|
|
27,353,545
|
|
•
|
Grade 1
(Virtual Absence of Credit Risk) – Loans graded 1 are substantially risk-free. They are characterized by loans to borrowers with unquestionable financial strength and a long history of solid earnings performance or loans collateralized by cash or equivalent liquidity may be included here. Loans secured, within margin, by readily marketable collateral may also be graded 1 provided the relationship meets all other characteristics of the grade.
|
•
|
Grade 2
(Minimal Credit Risk) – Loans graded 2 are above average quality and will carry all credit attributes of a Grade 3 loan as well as unquestionably strong balance sheets and exhibit secondary repayment sources which would allow for repayment of the debt within a reasonable period of time.
|
•
|
Grade 3
(Average Credit Risk) – Loans graded 3 are of average credit quality, are properly structured and documented. Financial data is current and documents adequate revenue, cash flow, and satisfactory payment history to indicate that financial condition is satisfactory. Grade 3 loans have properly margined collateral. Repayment terms are realistic, clearly defined and based upon a primary, identifiable source of repayment. Grade 3 loans meet bank product guidelines.
|
•
|
Grade 4
(Acceptable Credit Risk) – Loans graded 4 will be performing credits and will not necessarily represent weakness. Loans most commonly graded 4 will likely include loans with parameter(s) that fall outside of a product guideline.
|
•
|
Grade 5
(Special Mention) – A special mention asset has potential weaknesses that deserve management’s close attention. If left uncorrected, these potential weaknesses may result in deterioration of the repayment prospects for the asset or in the institution’s credit position at some future date. Special mention assets are not adversely classified and do not expose an institution to sufficient risk to warrant adverse classification.
|
•
|
Grade 6
(Substandard) – A substandard asset is inadequately protected by the current sound worth and paying capacity of the obligor or of the collateral pledged, if any. Assets so classified must have a well-defined weakness, or weaknesses, that jeopardize the liquidation of the debt. They are characterized by the distinct possibility that the bank will sustain some loss if the deficiencies are not corrected.
|
•
|
Grade 7
(Doubtful) – An asset classified doubtful has all the weaknesses inherent in one classified substandard with the added characteristic that the weaknesses make collection or liquidation in full, on the basis of currently existing facts, conditions, and values, highly questionable and improbable.
|
•
|
Grade 8
(Loss) – Assets classified loss are considered uncollectible and of such little value that their continuance as bankable assets is not warranted. This classification does not mean that the asset has absolutely no recovery or salvage value, but rather that it is not practical or desirable to defer writing off this essentially worthless asset even though partial recovery may be effected in the future.
|
|
1-4 family residential real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass (1-4)
|
$
|
230,417,503
|
|
|
$
|
654,217,207
|
|
|
$
|
102,690,306
|
|
|
$
|
88,551,410
|
|
|
$
|
39,914,580
|
|
|
$
|
1,115,791,006
|
|
Special Mention (5)
|
—
|
|
|
14,318,249
|
|
|
494,241
|
|
|
240,389
|
|
|
—
|
|
|
15,052,879
|
|
||||||
Substandard (6)
|
1,622,838
|
|
|
28,535,323
|
|
|
488,900
|
|
|
—
|
|
|
28,806
|
|
|
30,675,867
|
|
||||||
Doubtful (7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loss (8)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total loans
|
$
|
232,040,341
|
|
|
$
|
697,070,779
|
|
|
$
|
103,673,447
|
|
|
$
|
88,791,799
|
|
|
$
|
39,943,386
|
|
|
$
|
1,161,519,752
|
|
|
1-4 family residential real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Total
|
||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||
Pass (1-4)
|
$
|
231,606,989
|
|
|
$
|
552,056,562
|
|
|
$
|
71,053,118
|
|
|
$
|
79,347,882
|
|
|
$
|
21,171,121
|
|
|
$
|
955,235,672
|
|
Special Mention (5)
|
1,314,543
|
|
|
11,699,353
|
|
|
73,878
|
|
|
38,159
|
|
|
—
|
|
|
13,125,933
|
|
||||||
Substandard (6)
|
4,018,023
|
|
|
31,401,353
|
|
|
738,085
|
|
|
1,114,280
|
|
|
69,391
|
|
|
37,341,132
|
|
||||||
Doubtful (7)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Loss (8)
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||||
Total loans
|
$
|
236,939,555
|
|
|
$
|
595,157,268
|
|
|
$
|
71,865,081
|
|
|
$
|
80,500,321
|
|
|
$
|
21,240,512
|
|
|
$
|
1,005,702,737
|
|
|
Year Ended September 30, 2017
|
||||||||||||||||||||||||||
|
1-4 family real estate
|
|
Commercial real estate
|
|
Commercial
|
|
Real estate construction
|
|
Consumer and other
|
|
Unallocated
|
|
Total
|
||||||||||||||
Allowance for loan losses:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Beginning balance
|
$
|
779,288
|
|
|
$
|
7,346,130
|
|
|
$
|
600,258
|
|
|
$
|
516,556
|
|
|
$
|
79,140
|
|
|
$
|
1,050,044
|
|
|
$
|
10,371,416
|
|
Charge-offs
|
(92,136
|
)
|
|
(120,169
|
)
|
|
—
|
|
|
—
|
|
|
(90,607
|
)
|
|
—
|
|
|
(302,912
|
)
|
|||||||
Recoveries
|
154,136
|
|
|
1,040,719
|
|
|
664,248
|
|
|
—
|
|
|
50,815
|
|
|
—
|
|
|
1,909,918
|
|
|||||||
Provision
|
(178,227
|
)
|
|
(446,602
|
)
|
|
(487,955
|
)
|
|
(33,891
|
)
|
|
156,689
|
|
|
89,986
|
|
|
(900,000
|
)
|
|||||||
Ending balance
|
$
|
663,061
|
|
|
$
|
7,820,078
|
|
|
$
|
776,551
|
|
|
$
|
482,665
|
|
|
$
|
196,037
|
|
|
$
|
1,140,030
|
|
|
$
|
11,078,422
|
|
Amounts allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Individually evaluated for impairment
|
$
|
24,434
|
|
|
$
|
24,299
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
48,733
|
|
Other loans not individually evaluated
|
638,627
|
|
|
7,795,779
|
|
|
776,551
|
|
|
482,665
|
|
|
196,037
|
|
|
1,140,030
|
|
|
11,029,689
|
|
|||||||
Ending balance
|
$
|
663,061
|
|
|
$
|
7,820,078
|
|
|
$
|
776,551
|
|
|
$
|
482,665
|
|
|
$
|
196,037
|
|
|
$
|
1,140,030
|
|
|
$
|
11,078,422
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amounts collectively evaluated for impairment
|
$
|
229,359,838
|
|
|
$
|
679,367,829
|
|
|
$
|
100,026,551
|
|
|
$
|
88,791,799
|
|
|
$
|
39,914,580
|
|
|
|
|
$
|
1,137,460,597
|
|
||
Amounts individually evaluated for impairment
|
955,522
|
|
|
5,960,208
|
|
|
140,012
|
|
|
—
|
|
|
28,806
|
|
|
|
|
7,084,548
|
|
||||||||
Amounts related to loans acquired with deteriorated credit quality
|
1,724,981
|
|
|
11,742,742
|
|
|
3,506,884
|
|
|
—
|
|
|
—
|
|
|
|
|
16,974,607
|
|
||||||||
Ending balance
|
$
|
232,040,341
|
|
|
$
|
697,070,779
|
|
|
$
|
103,673,447
|
|
|
$
|
88,791,799
|
|
|
$
|
39,943,386
|
|
|
|
|
$
|
1,161,519,752
|
|
|
Year Ended September 30, 2016
|
||||||||||||||||||||||||||
|
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
|
(53,620
|
)
|
|
(135,983
|
)
|
|
(25,993
|
)
|
|
—
|
|
|
(11,529
|
)
|
|
—
|
|
|
(227,125
|
)
|
|||||||
Recoveries
|
98,541
|
|
|
441,118
|
|
|
793,191
|
|
|
5,000
|
|
|
22,179
|
|
|
—
|
|
|
1,360,029
|
|
|||||||
Provision
|
25,696
|
|
|
(746,170
|
)
|
|
(640,282
|
)
|
|
8,444
|
|
|
52,268
|
|
|
1,050,044
|
|
|
(250,000
|
)
|
|||||||
Ending balance
|
$
|
779,288
|
|
|
$
|
7,346,130
|
|
|
$
|
600,258
|
|
|
$
|
516,556
|
|
|
$
|
79,140
|
|
|
$
|
1,050,044
|
|
|
$
|
10,371,416
|
|
Amounts allocated to:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Individually evaluated for impairment
|
$
|
—
|
|
|
$
|
47,955
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
47,955
|
|
Other loans not individually evaluated
|
779,288
|
|
|
7,298,175
|
|
|
600,258
|
|
|
516,556
|
|
|
79,140
|
|
|
1,050,044
|
|
|
10,323,461
|
|
|||||||
Ending balance
|
$
|
779,288
|
|
|
$
|
7,346,130
|
|
|
$
|
600,258
|
|
|
$
|
516,556
|
|
|
$
|
79,140
|
|
|
$
|
1,050,044
|
|
|
$
|
10,371,416
|
|
Loans:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||||||||
Amounts collectively evaluated for impairment
|
$
|
232,761,343
|
|
|
$
|
573,936,063
|
|
|
$
|
67,825,557
|
|
|
$
|
80,500,321
|
|
|
$
|
21,240,512
|
|
|
|
|
$
|
976,263,796
|
|
||
Amounts individually evaluated for impairment
|
1,042,504
|
|
|
7,177,709
|
|
|
99,751
|
|
|
—
|
|
|
—
|
|
|
|
|
8,319,964
|
|
||||||||
Amounts related to loans acquired with deteriorated credit quality
|
3,135,708
|
|
|
14,043,496
|
|
|
3,939,773
|
|
|
—
|
|
|
—
|
|
|
|
|
21,118,977
|
|
||||||||
Ending balance
|
$
|
236,939,555
|
|
|
$
|
595,157,268
|
|
|
$
|
71,865,081
|
|
|
$
|
80,500,321
|
|
|
$
|
21,240,512
|
|
|
|
|
$
|
1,005,702,737
|
|
|
September 30,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Beginning balance
|
$
|
137,350
|
|
|
$
|
313,916
|
|
New loans/advances
|
502,388
|
|
|
—
|
|
||
Repayments
|
(126,743
|
)
|
|
(176,566
|
)
|
||
Ending balance
|
$
|
512,995
|
|
|
$
|
137,350
|
|
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Mortgage servicing rights:
|
|
|
|
|
||||
Balance, beginning of year
|
|
$
|
820,557
|
|
|
$
|
390,356
|
|
Additions
|
|
434,005
|
|
|
418,543
|
|
||
Fair value adjustments
|
|
65,163
|
|
|
11,658
|
|
||
Balance, end of year
|
|
$
|
1,319,725
|
|
|
$
|
820,557
|
|
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Mortgage servicing rights:
|
|
|
|
|
||||
Fair value
|
|
$
|
1,319,725
|
|
|
$
|
820,557
|
|
Weighted average discount rate
|
|
0.92
|
%
|
|
0.88
|
%
|
||
Weighted average gross coupon
|
|
3.75
|
%
|
|
3.66
|
%
|
||
Decline in fair value due to a 1% adverse change
|
|
$
|
357,395
|
|
|
$
|
295,510
|
|
Prepayment speed
|
|
9.77
|
%
|
|
10.88
|
%
|
||
Weighted average remaining life (years)
|
|
6.9
|
|
|
6.3
|
|
|
|
September 30, 2017
|
|
Net Charge-offs during the year ended September 30, 2017
|
||||||||||||
|
|
Unpaid Principal Balance
|
|
30-89 Days Past Due
|
|
90 Days or Greater Past Due
|
|
|||||||||
Mortgage loans serviced:
|
|
|
|
|
|
|
|
|
||||||||
Serviced for others
|
|
$
|
146,288,289
|
|
|
$
|
177,883
|
|
|
$
|
161,293
|
|
|
$
|
—
|
|
Held-for-sale
|
|
520,410
|
|
|
—
|
|
|
—
|
|
|
—
|
|
||||
Total mortgage loans serviced
|
|
$
|
146,808,699
|
|
|
$
|
177,883
|
|
|
$
|
161,293
|
|
|
$
|
—
|
|
|
Year Ended
|
||
|
September 30, 2015
|
||
|
|
||
Net cash received from FDIC to settle loss share agreements
|
$
|
1,806,902
|
|
FDIC loss share receivable
|
(4,348,473
|
)
|
|
Loss on termination of FDIC loss share
|
(2,541,571
|
)
|
|
Net accretion of FDIC receivable fair value adjustment during the period
|
106,668
|
|
|
FDIC receivable for loss sharing agreements impairment
|
$
|
(2,434,903
|
)
|
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Loans receivable
|
|
$
|
3,536,373
|
|
|
$
|
2,831,042
|
|
Mortgage-backed securities, collateralized mortgage-backed securities and collateralized mortgage obligations
|
|
307,986
|
|
|
353,838
|
|
||
Other investment securities
|
|
344,219
|
|
|
250,020
|
|
||
Certificates of deposit held at other financial institutions
|
|
7,812
|
|
|
7,151
|
|
||
Restricted securities
|
|
1,318
|
|
|
—
|
|
||
Total
|
|
$
|
4,197,708
|
|
|
$
|
3,442,051
|
|
|
September 30,
|
||||||||||
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
||||||
Balance, beginning of period
|
$
|
2,706,461
|
|
|
$
|
3,410,538
|
|
|
$
|
7,315,791
|
|
Real estate acquired through foreclosure of loans receivable
|
1,354,421
|
|
|
1,757,886
|
|
|
3,237,134
|
|
|||
Real estate purchased in acquisition
|
—
|
|
|
454,900
|
|
|
—
|
|
|||
Donation of other real estate owned
|
—
|
|
|
(21,500
|
)
|
|
—
|
|
|||
Proceeds from real estate sold
|
(3,218,354
|
)
|
|
(3,631,676
|
)
|
|
(7,676,904
|
)
|
|||
Provision for losses on real estate owned recognized in noninterest expense
|
(29,487
|
)
|
|
(163,741
|
)
|
|
(246,891
|
)
|
|||
Gain on sale of real estate owned recognized in noninterest expense
|
624,304
|
|
|
900,054
|
|
|
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
|
$
|
1,437,345
|
|
|
$
|
2,706,461
|
|
|
$
|
3,410,538
|
|
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Land
|
|
$
|
9,426,280
|
|
|
$
|
9,426,280
|
|
Buildings and improvements
|
|
25,159,004
|
|
|
22,988,057
|
|
||
Furniture, fixtures, and equipment
|
|
5,560,192
|
|
|
7,240,790
|
|
||
Construction in progress
|
|
150,168
|
|
|
—
|
|
||
Premises and equipment, gross
|
|
40,295,644
|
|
|
39,655,127
|
|
||
Less accumulated depreciation
|
|
10,717,131
|
|
|
11,576,536
|
|
||
Premises and equipment, net
|
|
$
|
29,578,513
|
|
|
$
|
28,078,591
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||||||||
|
Amount
|
|
Range of interest rates
|
|
Weighted average interest rates
|
|
Amount
|
|
Range of interest rates
|
|
Weighted average interest rates
|
||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Demand and money market accounts
|
$
|
846,696,010
|
|
|
0.00
|
-
|
1.45%
|
|
0.21%
|
|
$
|
720,880,444
|
|
|
0.00
|
-
|
0.85%
|
|
0.17%
|
Savings deposits
|
66,158,410
|
|
|
0.02
|
-
|
0.10%
|
|
0.04%
|
|
63,824,166
|
|
|
0.02
|
-
|
0.04%
|
|
0.04%
|
||
Time deposits by original term:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
Time deposits $100,000 and over
|
258,327,579
|
|
|
0.03
|
-
|
3.25%
|
|
1.17%
|
|
203,041,804
|
|
|
0.03
|
-
|
3.25%
|
|
1.11%
|
||
Other time deposits:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||
12 months or less
|
105,633,079
|
|
|
0.03
|
-
|
2.50%
|
|
0.67%
|
|
107,659,935
|
|
|
0.01
|
-
|
3.06%
|
|
0.62%
|
||
13-36 months
|
43,429,213
|
|
|
0.20
|
-
|
2.55%
|
|
1.14%
|
|
40,562,045
|
|
|
0.20
|
-
|
2.55%
|
|
0.95%
|
||
37 months or more
|
18,898,996
|
|
|
0.40
|
-
|
3.25%
|
|
1.39%
|
|
25,875,192
|
|
|
0.40
|
-
|
3.25%
|
|
1.49%
|
||
Total deposits
|
1,339,143,287
|
|
|
|
|
|
|
0.46%
|
|
1,161,843,586
|
|
|
|
|
|
|
0.42%
|
||
Accrued interest payable
|
554,246
|
|
|
|
|
|
|
|
|
632,484
|
|
|
|
|
|
|
|
||
Total
|
$
|
1,339,697,533
|
|
|
|
|
|
|
|
|
$
|
1,162,476,070
|
|
|
|
|
|
|
|
2018
|
$
|
258,292,868
|
|
2019
|
73,865,676
|
|
|
2020
|
48,012,562
|
|
|
2021
|
29,362,103
|
|
|
2022 and thereafter
|
16,755,658
|
|
|
Total
|
$
|
426,288,867
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Demand and money market accounts
|
|
$
|
1,287,471
|
|
|
$
|
897,279
|
|
|
$
|
579,628
|
|
Savings deposits
|
|
25,171
|
|
|
23,193
|
|
|
9,993
|
|
|||
Time deposits
|
|
3,480,301
|
|
|
2,532,286
|
|
|
2,137,751
|
|
|||
Total interest expense on deposits
|
|
$
|
4,792,943
|
|
|
$
|
3,452,758
|
|
|
$
|
2,727,372
|
|
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Federal Home Loan Bank advances
|
|
$
|
60,023,100
|
|
|
$
|
50,000,000
|
|
Floating rate junior subordinated debt
|
|
6,724,646
|
|
|
6,587,549
|
|
||
Total borrowings
|
|
$
|
66,747,746
|
|
|
$
|
56,587,549
|
|
|
September 30, 2017
|
|
September 30, 2016
|
||||||||||||||||||||||||
|
Amount
|
|
Range of interest rates
|
|
Weighted average interest rates
|
|
Amount
|
|
Range of interest rates
|
|
Weighted average interest rates
|
||||||||||||||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
||||||||
Less than one year
|
$
|
—
|
|
|
|
—
|
%
|
|
|
|
—
|
%
|
|
|
$
|
—
|
|
|
|
—
|
%
|
|
|
|
—
|
%
|
|
One to two years
|
5,020,100
|
|
|
|
1.78-1.82
|
|
|
|
|
1.80
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||
Two to three years
|
5,003,000
|
|
|
|
1.57-1.75
|
|
|
|
|
1.66
|
|
|
|
25,000,000
|
|
|
|
4.30
|
|
|
|
|
4.30
|
|
|
||
Three to four years
|
25,000,000
|
|
|
|
1.76
|
|
|
|
|
1.76
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||
Four to five years
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
|
25,000,000
|
|
|
|
1.76
|
|
|
|
|
1.76
|
|
|
||
Thereafter
|
25,000,000
|
|
|
|
3.43
|
|
|
|
|
3.43
|
|
|
|
—
|
|
|
|
—
|
|
|
|
|
—
|
|
|
||
Total
|
$
|
60,023,100
|
|
|
|
|
|
|
|
2.45
|
%
|
|
|
$
|
50,000,000
|
|
|
|
|
|
|
|
3.03
|
%
|
|
|
|
Principal Amount
|
|
Interest Rate
|
|
Year of Maturity
|
|
Amount included in Tier I Capital
|
|||||
CBS Trust I
|
|
$
|
4,124,000
|
|
|
4.50
|
%
|
|
2035
|
|
$
|
3,147,750
|
|
CBS Trust II
|
|
5,155,000
|
|
|
4.00
|
%
|
|
2037
|
|
3,576,897
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Federal Home Loan Bank
|
|
|
|
|
|
|
||||||
Bank advances
|
|
$
|
1,422,003
|
|
|
$
|
1,955,445
|
|
|
$
|
2,285,550
|
|
Floating rate junior subordinated debt
|
|
504,608
|
|
|
221,571
|
|
|
—
|
|
|||
Total
|
|
$
|
1,926,611
|
|
|
$
|
2,177,016
|
|
|
$
|
2,285,550
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Federal
|
|
|
|
|
|
|
||||||
Current
|
|
$
|
7,610,295
|
|
|
$
|
4,817,725
|
|
|
$
|
863,198
|
|
Deferred
|
|
(93,024
|
)
|
|
615,015
|
|
|
1,683,054
|
|
|||
Total federal tax expense
|
|
7,517,271
|
|
|
5,432,740
|
|
|
2,546,252
|
|
|||
State
|
|
|
|
|
|
|
||||||
Current
|
|
767,100
|
|
|
239,056
|
|
|
84,897
|
|
|||
Deferred
|
|
37,226
|
|
|
435,088
|
|
|
174,163
|
|
|||
Total state tax expense
|
|
804,326
|
|
|
674,144
|
|
|
259,060
|
|
|||
Total income tax expense
|
|
$
|
8,321,597
|
|
|
$
|
6,106,884
|
|
|
$
|
2,805,312
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Computed “expected” tax expense
|
|
$
|
7,965,196
|
|
|
$
|
6,289,571
|
|
|
$
|
2,932,116
|
|
Increase (decrease) in tax expense resulting from:
|
|
|
|
|
|
|
||||||
State income taxes, net of federal tax effect
|
|
522,812
|
|
|
438,194
|
|
|
168,389
|
|
|||
Tax-exempt income
|
|
(489,132
|
)
|
|
(571,490
|
)
|
|
(456,866
|
)
|
|||
Tax attribute expiration
|
|
—
|
|
|
—
|
|
|
349,982
|
|
|||
Market value appreciation of ESOP shares
|
|
165,348
|
|
|
87,269
|
|
|
62,727
|
|
|||
Management retirement plan
|
|
(127,287
|
)
|
|
(66,542
|
)
|
|
(20,462
|
)
|
|||
Excess tax benefit from stock-based compensation
|
|
(95,065
|
)
|
|
—
|
|
|
—
|
|
|||
Nondeductible merger expenses
|
|
96,183
|
|
|
—
|
|
|
—
|
|
|||
Other, net
|
|
283,542
|
|
|
(70,118
|
)
|
|
(230,574
|
)
|
|||
Income tax expense
|
|
$
|
8,321,597
|
|
|
$
|
6,106,884
|
|
|
$
|
2,805,312
|
|
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Deferred tax assets:
|
|
|
|
|
||||
Allowance for loan losses
|
|
$
|
4,309,506
|
|
|
$
|
4,034,481
|
|
Acquired loans
|
|
1,050,248
|
|
|
—
|
|
||
Deferred compensation
|
|
1,317,386
|
|
|
1,714,729
|
|
||
Stock compensation expense
|
|
405,112
|
|
|
1,089,595
|
|
||
Real estate acquired through foreclosure
|
|
3,775
|
|
|
171,556
|
|
||
State credits
|
|
—
|
|
|
79,291
|
|
||
Net unrealized holding losses on securities available for sale
|
|
586,063
|
|
|
—
|
|
||
Other
|
|
2,037,060
|
|
|
1,508,241
|
|
||
Total gross deferred tax assets
|
|
9,709,150
|
|
|
8,597,893
|
|
||
Deferred tax liabilities:
|
|
|
|
|
||||
Deferred loans cost, net
|
|
1,069,722
|
|
|
935,508
|
|
||
Depreciation
|
|
1,056,828
|
|
|
2,446,240
|
|
||
Goodwill amortization
|
|
812,515
|
|
|
138,830
|
|
||
Net unrealized holding gains on securities available for sale
|
|
—
|
|
|
568,666
|
|
||
Other
|
|
799,803
|
|
|
142,127
|
|
||
Total gross deferred tax liabilities
|
|
3,738,868
|
|
|
4,231,371
|
|
||
Net deferred tax assets
|
|
$
|
5,970,282
|
|
|
$
|
4,366,522
|
|
|
|
Shares
|
|
Weighted average exercise price/share
|
|
Weighted average remaining life (years)
|
|||
|
|
|
|
|
|
|
|||
Options outstanding – September 30, 2014
|
|
1,627,739
|
|
|
$
|
9.90
|
|
|
8
|
Options exercised
|
|
(2,265
|
)
|
|
8.82
|
|
|
4
|
|
Options forfeited
|
|
(6,822
|
)
|
|
8.82
|
|
|
4
|
|
Options granted
|
|
—
|
|
|
—
|
|
|
0
|
|
Options outstanding – September 30, 2015
|
|
1,618,652
|
|
|
$
|
9.91
|
|
|
7
|
Options exercisable – September 30, 2015
|
|
660,848
|
|
|
$
|
9.35
|
|
|
5
|
|
|
|
|
|
|
|
|||
Options outstanding – September 30, 2015
|
|
1,618,652
|
|
|
$
|
9.91
|
|
|
7
|
Options exercised
|
|
(19,846
|
)
|
|
8.82
|
|
|
3
|
|
Options forfeited
|
|
(13,838
|
)
|
|
8.42
|
|
|
3
|
|
Options granted
|
|
109,000
|
|
|
13.12
|
|
|
10
|
|
Options outstanding – September 30, 2016
|
|
1,693,968
|
|
|
$
|
10.14
|
|
|
6
|
Options exercisable – September 30, 2016
|
|
935,108
|
|
|
$
|
9.47
|
|
|
5
|
|
|
|
|
|
|
|
|||
Options outstanding – September 30, 2016
|
|
1,693,968
|
|
|
$
|
10.14
|
|
|
6
|
Options exercised
|
|
(78,457
|
)
|
|
8.47
|
|
|
3
|
|
Options forfeited
|
|
(49,701
|
)
|
|
12.88
|
|
|
8
|
|
Options granted
|
|
—
|
|
|
—
|
|
|
0
|
|
Options outstanding – September 30, 2017
|
|
1,565,810
|
|
|
$
|
10.14
|
|
|
5
|
Options exercisable – September 30, 2017
|
|
1,101,887
|
|
|
$
|
9.79
|
|
|
4
|
|
Number of options outstanding at September 30, 2017
|
|
|
|
Remaining contractual life in years
|
|
|
|
Exercise price per share
|
|
|||||
|
|
|
|
|
|
|
|
|
|
|
|
|
|||
|
|
296,197
|
|
|
|
|
|
1
|
|
|
|
$
|
8.82
|
|
|
|
|
162,372
|
|
|
|
|
|
3
|
|
|
|
$
|
8.18
|
|
|
|
|
60,337
|
|
|
|
|
|
3
|
|
|
|
$
|
7.22
|
|
|
|
|
6,236
|
|
|
|
|
|
4
|
|
|
|
$
|
7.34
|
|
|
|
|
4,988
|
|
|
|
|
|
4
|
|
|
|
$
|
7.79
|
|
|
|
|
971,680
|
|
|
|
|
|
6
|
|
|
|
$
|
10.89
|
|
|
|
|
30,000
|
|
|
|
|
|
8
|
|
|
|
$
|
12.66
|
|
|
|
|
3,000
|
|
|
|
|
|
8
|
|
|
|
$
|
13.16
|
|
|
|
|
28,000
|
|
|
|
|
|
9
|
|
|
|
$
|
13.31
|
|
|
|
|
3,000
|
|
|
|
|
|
9
|
|
|
|
$
|
13.30
|
|
|
|
|
1,565,810
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
|
|
|
|
|
|
|
||||||
Shares granted
|
|
6,500
|
|
|
—
|
|
|
—
|
|
|||
Fair value per share at grant date
|
|
$
|
18.06
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Aggregate value at grant date
|
|
$
|
117,390
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Vesting for current year grants (months)
|
|
60
|
|
|
0
|
|
|
0
|
|
|||
Expensed for period
|
|
$
|
838,826
|
|
|
$
|
831,094
|
|
|
$
|
855,238
|
|
|
|
Shares
|
|
Weighted average grant date fair
value per award
|
|||
Fiscal 2015 activity
|
|
|
|
|
|||
Unvested restricted stock awards – September 30, 2014
|
|
369,447
|
|
|
$
|
10.82
|
|
Granted
|
|
—
|
|
|
—
|
|
|
Vested
|
|
81,370
|
|
|
10.58
|
|
|
Unvested restricted stock awards – September 30, 2015
|
|
288,077
|
|
|
$
|
10.89
|
|
Fiscal 2016 activity
|
|
|
|
|
|||
Granted
|
|
—
|
|
|
$
|
—
|
|
Vested
|
|
72,015
|
|
|
10.89
|
|
|
Unvested restricted stock awards – September 30, 2016
|
|
216,062
|
|
|
$
|
10.89
|
|
Fiscal 2017 activity
|
|
|
|
|
|||
Granted
|
|
6,500
|
|
|
$
|
18.06
|
|
Vested
|
|
72,015
|
|
|
10.89
|
|
|
Unvested restricted stock awards – September 30, 2017
|
|
150,547
|
|
|
$
|
11.20
|
|
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
|
|
|
|
|
||||
Commitments to extend credit
|
|
$
|
203,701,366
|
|
|
$
|
208,400,293
|
|
Standby letters of credit
|
|
2,904,685
|
|
|
2,660,371
|
|
||
Total
|
|
$
|
206,606,051
|
|
|
$
|
211,060,664
|
|
|
September 30, 2017
|
||
|
|
||
2018
|
$
|
659,490
|
|
2019
|
645,815
|
|
|
2020
|
638,435
|
|
|
2021
|
652,777
|
|
|
2022
|
378,642
|
|
|
Thereafter
|
1,294,182
|
|
|
|
$
|
4,269,341
|
|
|
September 30, 2017
|
||||||||||||||||||
|
|
|
|
|
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
|
$
|
152,338,389
|
|
|
$
|
152,338,389
|
|
|
$
|
152,338,389
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificates of deposit held at other financial institutions
|
7,514,630
|
|
|
7,514,630
|
|
|
—
|
|
|
7,514,630
|
|
|
—
|
|
|||||
Investments available for sale
|
183,789,821
|
|
|
183,789,821
|
|
|
—
|
|
|
183,789,821
|
|
|
—
|
|
|||||
FHLB stock
|
4,054,400
|
|
|
4,054,400
|
|
|
—
|
|
|
4,054,400
|
|
|
—
|
|
|||||
Restricted securities, at cost
|
279,000
|
|
|
279,000
|
|
|
—
|
|
|
279,000
|
|
|
—
|
|
|||||
Loans receivable, net
|
1,149,276,182
|
|
|
1,146,902,727
|
|
|
—
|
|
|
—
|
|
|
1,146,902,727
|
|
|||||
Loans held for sale
|
1,961,185
|
|
|
1,998,988
|
|
|
—
|
|
|
1,998,988
|
|
|
—
|
|
|||||
Mortgage servicing rights
|
1,319,725
|
|
|
1,319,725
|
|
|
—
|
|
|
1,319,725
|
|
|
—
|
|
|||||
Assets held for sale
|
752,300
|
|
|
752,300
|
|
|
—
|
|
|
—
|
|
|
752,300
|
|
|||||
Accrued interest and dividends receivable
|
4,197,708
|
|
|
4,197,708
|
|
|
—
|
|
|
661,335
|
|
|
3,536,373
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deposits
|
$
|
1,339,143,287
|
|
|
$
|
1,342,831,689
|
|
|
$
|
—
|
|
|
$
|
1,342,831,689
|
|
|
$
|
—
|
|
FHLB advances
|
60,023,100
|
|
|
61,073,866
|
|
|
—
|
|
|
61,073,866
|
|
|
—
|
|
|||||
Floating rate junior subordinated debt
|
6,724,646
|
|
|
6,724,646
|
|
|
—
|
|
|
6,724,646
|
|
|
—
|
|
|||||
Accrued interest payable
|
704,630
|
|
|
704,630
|
|
|
—
|
|
|
704,630
|
|
|
—
|
|
|
September 30, 2016
|
||||||||||||||||||
|
|
|
|
|
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
|
$
|
91,849,499
|
|
|
$
|
91,849,499
|
|
|
$
|
91,849,499
|
|
|
$
|
—
|
|
|
$
|
—
|
|
Certificates of deposit held at other financial institutions
|
$
|
14,496,410
|
|
|
$
|
14,496,410
|
|
|
$
|
—
|
|
|
$
|
14,496,410
|
|
|
$
|
—
|
|
Investments available for sale
|
206,336,287
|
|
|
206,336,287
|
|
|
—
|
|
|
206,336,287
|
|
|
—
|
|
|||||
FHLB stock
|
3,361,800
|
|
|
3,361,800
|
|
|
—
|
|
|
3,361,800
|
|
|
—
|
|
|||||
Restricted securities, at cost
|
279,000
|
|
|
279,000
|
|
|
—
|
|
|
279,000
|
|
|
—
|
|
|||||
Loans receivable, net
|
994,052,491
|
|
|
994,739,059
|
|
|
—
|
|
|
—
|
|
|
994,739,059
|
|
|||||
Loans held for sale
|
2,941,982
|
|
|
2,991,756
|
|
|
—
|
|
|
2,991,756
|
|
|
—
|
|
|||||
Mortgage servicing rights
|
820,557
|
|
|
820,557
|
|
|
—
|
|
|
820,557
|
|
|
—
|
|
|||||
Assets held for sale
|
975,300
|
|
|
975,300
|
|
|
—
|
|
|
—
|
|
|
975,300
|
|
|||||
Accrued interest and dividends receivable
|
3,442,051
|
|
|
3,442,051
|
|
|
—
|
|
|
611,010
|
|
|
2,831,041
|
|
|||||
Financial liabilities:
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Deposits
|
$
|
1,161,843,586
|
|
|
$
|
1,165,687,674
|
|
|
$
|
—
|
|
|
$
|
1,165,687,674
|
|
|
$
|
—
|
|
FHLB advances
|
50,000,000
|
|
|
52,282,107
|
|
|
—
|
|
|
52,282,107
|
|
|
—
|
|
|||||
Floating rate junior subordinated debt
|
6,587,549
|
|
|
6,587,549
|
|
|
—
|
|
|
6,587,549
|
|
|
—
|
|
|||||
Accrued interest payable
|
709,629
|
|
|
709,629
|
|
|
—
|
|
|
709,629
|
|
|
—
|
|
|
September 30, 2017
|
||||||||||||||
|
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:
|
|
|
|
|
|
|
|
||||||||
State and municipal securities
|
$
|
2,251,815
|
|
|
$
|
—
|
|
|
$
|
2,251,815
|
|
|
$
|
—
|
|
Collateralized loan obligations
|
40,677,676
|
|
|
—
|
|
|
40,677,676
|
|
|
—
|
|
||||
Mortgage-backed securities:
|
|
|
|
|
|
|
|
||||||||
FHLMC certificates
|
21,755,122
|
|
|
—
|
|
|
21,755,122
|
|
|
—
|
|
||||
FNMA certificates
|
112,990,819
|
|
|
—
|
|
|
112,990,819
|
|
|
—
|
|
||||
GNMA certificates
|
2,506,063
|
|
|
—
|
|
|
2,506,063
|
|
|
—
|
|
||||
Private-label mortgage securities:
|
|
|
|
|
|
|
|
||||||||
Investment grade
|
591,443
|
|
|
—
|
|
|
591,443
|
|
|
—
|
|
||||
Split rating
(1)
|
2,249,670
|
|
|
—
|
|
|
2,249,670
|
|
|
—
|
|
||||
Non-investment grade
|
767,213
|
|
|
—
|
|
|
767,213
|
|
|
—
|
|
||||
Total investment securities available for sale
|
183,789,821
|
|
|
—
|
|
|
183,789,821
|
|
|
—
|
|
||||
Mortgage servicing rights
|
1,319,725
|
|
|
—
|
|
|
1,319,725
|
|
|
—
|
|
||||
Assets held for sale
|
752,300
|
|
|
—
|
|
|
—
|
|
|
752,300
|
|
||||
Total recurring assets at fair value
|
$
|
185,861,846
|
|
|
$
|
—
|
|
|
$
|
185,109,546
|
|
|
$
|
752,300
|
|
(1)
|
Bonds with split ratings represent securities with both investment and non-investment grades.
|
|
September 30, 2016
|
||||||||||||||
|
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:
|
|
|
|
|
|
|
|
||||||||
State and municipal securities
|
$
|
2,524,167
|
|
|
$
|
—
|
|
|
$
|
2,524,167
|
|
|
$
|
—
|
|
Collateralized loan obligations
|
39,706,728
|
|
|
—
|
|
|
39,706,728
|
|
|
—
|
|
||||
Mortgage–backed securities:
|
|
|
|
|
|
|
|
||||||||
FHLMC certificates
|
28,024,985
|
|
|
—
|
|
|
28,024,985
|
|
|
—
|
|
||||
FNMA certificates
|
127,403,392
|
|
|
—
|
|
|
127,403,392
|
|
|
—
|
|
||||
GNMA certificates
|
1,512,957
|
|
|
—
|
|
|
1,512,957
|
|
|
—
|
|
||||
Private-label mortgage securities:
|
|
|
|
|
|
|
|
||||||||
Investment grade
|
811,468
|
|
|
—
|
|
|
811,468
|
|
|
—
|
|
||||
Split rating
(1)
|
547,986
|
|
|
—
|
|
|
547,986
|
|
|
—
|
|
||||
Non-investment grade
|
5,804,604
|
|
|
—
|
|
|
5,804,604
|
|
|
—
|
|
||||
Total investment securities available for sale
|
206,336,287
|
|
|
—
|
|
|
206,336,287
|
|
|
—
|
|
||||
Mortgage servicing rights
|
820,557
|
|
|
—
|
|
|
820,557
|
|
|
—
|
|
||||
Assets held for sale
|
975,300
|
|
|
—
|
|
|
—
|
|
|
975,300
|
|
||||
Total recurring assets at fair value
|
$
|
208,132,144
|
|
|
$
|
—
|
|
|
$
|
207,156,844
|
|
|
$
|
975,300
|
|
(1)
|
Bonds with split ratings represent securities with both investment and non-investment grades.
|
|
Year Ended September 30,
|
||||||
|
2017
|
|
2016
|
||||
|
|
|
|
||||
Fair value, beginning balance
|
$
|
975,300
|
|
|
$
|
1,657,084
|
|
Purchases
|
40,000
|
|
|
—
|
|
||
Sales
|
(263,000
|
)
|
|
(356,780
|
)
|
||
Valuation loss recognized in noninterest expense
|
—
|
|
|
(325,004
|
)
|
||
Fair value, ending balance
|
$
|
752,300
|
|
|
$
|
975,300
|
|
|
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) |
||||||||
September 30, 2017
|
|
|
|
|
|
|
|
||||||||
Impaired loans
|
$
|
2,326,132
|
|
|
$
|
—
|
|
|
$
|
—
|
|
|
$
|
2,326,132
|
|
Other real estate owned
|
1,437,345
|
|
|
—
|
|
|
—
|
|
|
1,437,345
|
|
||||
September 30, 2016
|
|
|
|
|
|
|
|
||||||||
Impaired loans
|
2,875,691
|
|
|
—
|
|
|
—
|
|
|
2,875,691
|
|
||||
Other real estate owned
|
2,706,461
|
|
|
—
|
|
|
—
|
|
|
2,706,461
|
|
|
Quantitative Information about Level 3 Fair Value Measurements
|
||||||||||||||
|
Fair Value
|
|
Valuation Technique
|
|
Unobservable Input
|
|
General Range (Discount)
|
|
Weighted Average Discount
|
||||||
Impaired Loans
|
$
|
2,326,132
|
|
|
Property appraisals
|
|
Management discount for property type and recent market volatility
|
|
24%
|
|
—
|
|
74%
|
|
40%
|
OREO
|
$
|
1,437,345
|
|
|
Property appraisals
|
|
Management discount for property type and recent market volatility
|
|
9%
|
|
—
|
|
45%
|
|
22%
|
Assets Held for Sale
|
$
|
752,300
|
|
|
Valuation analysis
|
|
Management discount for property type and recent market volatility
|
|
0%
|
|
—
|
|
53%
|
|
41%
|
|
Actual
|
|
For Capital Adequacy Purposes
|
|
To be Well Capitalized Under Prompt Corrective Action Provisions
|
|||||||||||||||
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|
Amount
|
|
Ratio
|
|||||||||
|
(dollars in thousands)
|
|||||||||||||||||||
September 30, 2017
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
$
|
190,900
|
|
|
15.79
|
%
|
|
$
|
96,711
|
|
|
8.00
|
%
|
|
$
|
120,889
|
|
|
10.00
|
%
|
CharterBank
|
174,269
|
|
|
14.45
|
|
|
96,484
|
|
|
8.00
|
|
|
120,605
|
|
|
10.00
|
|
|||
Tier 1 risk-based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
179,822
|
|
|
14.87
|
|
|
72,534
|
|
|
6.00
|
|
|
96,711
|
|
|
8.00
|
|
|||
CharterBank
|
163,191
|
|
|
13.53
|
|
|
72,363
|
|
|
6.00
|
|
|
96,484
|
|
|
8.00
|
|
|||
Common equity tier 1 risk-based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
173,097
|
|
|
14.32
|
|
|
54,400
|
|
|
4.50
|
|
|
78,578
|
|
|
6.50
|
|
|||
CharterBank
|
163,191
|
|
|
13.53
|
|
|
54,272
|
|
|
4.50
|
|
|
78,393
|
|
|
6.50
|
|
|||
Tier 1 leverage (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
179,822
|
|
|
12.05
|
|
|
59,709
|
|
|
4.00
|
|
|
74,636
|
|
|
5.00
|
|
|||
CharterBank
|
163,191
|
|
|
10.96
|
|
|
59,575
|
|
|
4.00
|
|
|
74,469
|
|
|
5.00
|
|
|||
September 30, 2016
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Total risk-based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
$
|
187,625
|
|
|
16.74
|
%
|
|
$
|
89,648
|
|
|
8.00
|
%
|
|
$
|
112,060
|
|
|
10.00
|
%
|
CharterBank
|
170,808
|
|
|
15.26
|
|
|
89,520
|
|
|
8.00
|
|
|
111,900
|
|
|
10.00
|
|
|||
Tier 1 risk-based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
177,255
|
|
|
15.82
|
|
|
67,236
|
|
|
6.00
|
|
|
89,648
|
|
|
8.00
|
|
|||
CharterBank
|
160,437
|
|
|
14.34
|
|
|
67,140
|
|
|
6.00
|
|
|
89,520
|
|
|
8.00
|
|
|||
Common equity tier 1 risk-based capital (to risk-weighted assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
170,668
|
|
|
15.23
|
|
|
50,427
|
|
|
4.50
|
|
|
72,839
|
|
|
6.50
|
|
|||
CharterBank
|
160,437
|
|
|
14.34
|
|
|
50,355
|
|
|
4.50
|
|
|
72,735
|
|
|
6.50
|
|
|||
Tier 1 leverage (to average assets):
|
|
|
|
|
|
|
|
|
|
|
|
|||||||||
Charter Financial Corporation
|
177,255
|
|
|
12.68
|
|
|
55,928
|
|
|
4.00
|
|
|
69,910
|
|
|
5.00
|
|
|||
CharterBank
|
160,437
|
|
|
11.51
|
|
|
55,772
|
|
|
4.00
|
|
|
69,715
|
|
|
5.00
|
|
|
|
September 30,
|
||||||
|
|
2017
|
|
2016
|
||||
Assets
|
||||||||
Cash
|
|
$
|
14,390,691
|
|
|
$
|
14,066,951
|
|
Investment in subsidiary
|
|
204,291,919
|
|
|
192,918,498
|
|
||
Restricted securities, at cost
|
|
279,000
|
|
|
279,000
|
|
||
Deferred tax asset
|
|
1,155,445
|
|
|
1,899,524
|
|
||
Other assets
|
|
2,124,753
|
|
|
1,983,741
|
|
||
Total assets
|
|
$
|
222,241,808
|
|
|
$
|
211,147,714
|
|
Liabilities and Stockholders’ Equity
|
||||||||
Liabilities
|
|
|
|
|
||||
Floating rate junior subordinated debt
|
|
$
|
6,724,646
|
|
|
$
|
6,587,549
|
|
Accrued expenses
|
|
1,318,658
|
|
|
1,410,629
|
|
||
Total liabilities
|
|
8,043,304
|
|
|
7,998,178
|
|
||
Stockholders’ equity:
|
|
|
|
|
||||
Common stock, $0.01 par value; 15,115,883 shares issued and outstanding at September 30, 2017 and 15,031,076 shares issued and outstanding at September 30, 2016
|
|
151,159
|
|
|
150,311
|
|
||
Preferred stock, $0.01 par value; 50,000,000 shares authorized at September 30, 2017 and September 30, 2016
|
|
—
|
|
|
—
|
|
||
Additional paid-in capital
|
|
85,651,391
|
|
|
83,651,623
|
|
||
Unearned compensation – ESOP
|
|
(4,673,761
|
)
|
|
(5,106,169
|
)
|
||
Retained earnings
|
|
134,207,368
|
|
|
123,349,890
|
|
||
Accumulated other comprehensive income
|
|
(1,137,652
|
)
|
|
1,103,881
|
|
||
Total stockholders’ equity
|
|
214,198,505
|
|
|
203,149,536
|
|
||
Total liabilities and stockholders’ equity
|
|
$
|
222,241,809
|
|
|
$
|
211,147,714
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Income:
|
|
|
|
|
|
|
||||||
Interest and dividend income
|
|
$
|
46,996
|
|
|
$
|
57,266
|
|
|
$
|
86,665
|
|
Dividends from subsidiary
|
|
31,500,000
|
|
|
56,000,000
|
|
|
17,500,000
|
|
|||
Other income
|
|
—
|
|
|
61
|
|
|
—
|
|
|||
Total operating income
|
|
31,546,996
|
|
|
56,057,327
|
|
|
17,586,665
|
|
|||
Expenses:
|
|
|
|
|
|
|
||||||
Salaries and employee benefits
|
|
1,963,906
|
|
|
1,836,461
|
|
|
1,627,306
|
|
|||
Interest expense
|
|
504,608
|
|
|
221,572
|
|
|
—
|
|
|||
Occupancy
|
|
23,424
|
|
|
23,424
|
|
|
24,590
|
|
|||
Data processing
|
|
67,961
|
|
|
57,178
|
|
|
2,708
|
|
|||
Legal and professional
|
|
199,037
|
|
|
183,516
|
|
|
234,208
|
|
|||
Marketing
|
|
162,429
|
|
|
167,578
|
|
|
162,594
|
|
|||
Other
|
|
231,593
|
|
|
224,624
|
|
|
214,507
|
|
|||
Total operating expenses
|
|
3,152,958
|
|
|
2,714,353
|
|
|
2,265,913
|
|
|||
Income before income taxes
|
|
28,394,038
|
|
|
53,342,974
|
|
|
15,320,752
|
|
|||
Income tax benefit
|
|
(1,203,600
|
)
|
|
(1,064,740
|
)
|
|
(578,949
|
)
|
|||
Income before equity in undistributed net income of subsidiary
|
|
29,597,638
|
|
|
54,407,714
|
|
|
15,899,701
|
|
|||
Equity in undistributed net income of subsidiary
|
|
(15,161,533
|
)
|
|
(42,544,394
|
)
|
|
(10,327,539
|
)
|
|||
Net income
|
|
$
|
14,436,105
|
|
|
$
|
11,863,320
|
|
|
$
|
5,572,162
|
|
|
|
Years Ended September 30,
|
||||||||||
|
|
2017
|
|
2016
|
|
2015
|
||||||
Cash flows from operating activities:
|
|
|
|
|
|
|
||||||
Net income
|
|
$
|
14,436,105
|
|
|
$
|
11,863,320
|
|
|
$
|
5,572,162
|
|
Adjustments to reconcile net income to net cash provided by operating activities
|
|
|
|
|
|
|
||||||
Deferred tax expense (benefit)
|
|
744,079
|
|
|
(56,994
|
)
|
|
359,169
|
|
|||
Restricted stock award expense
|
|
838,826
|
|
|
831,094
|
|
|
855,238
|
|
|||
Stock based compensation expense
|
|
327,978
|
|
|
330,783
|
|
|
330,995
|
|
|||
Equity in undistributed net income of subsidiary
|
|
15,161,533
|
|
|
42,544,394
|
|
|
10,327,539
|
|
|||
Accretion/amortization of premiums and discounts, net
|
|
137,097
|
|
|
68,549
|
|
|
—
|
|
|||
Increase in other assets
|
|
(141,012
|
)
|
|
(1,010,439
|
)
|
|
(478,757
|
)
|
|||
Increase in accrued expenses
|
|
552,074
|
|
|
134,605
|
|
|
604,480
|
|
|||
Net cash provided by operating activities
|
|
32,056,680
|
|
|
54,705,312
|
|
|
17,570,826
|
|
|||
Cash flows from investing activities:
|
|
|
|
|
|
|
||||||
Net cash paid in acquisition
|
|
(25,526,487
|
)
|
|
(55,875,808
|
)
|
|
—
|
|
|||
Net cash used in investing activities
|
|
(25,526,487
|
)
|
|
(55,875,808
|
)
|
|
—
|
|
|||
Cash flows from financing activities:
|
|
|
|
|
|
|
||||||
Repurchase of shares
|
|
(1,881
|
)
|
|
(13,171,257
|
)
|
|
(25,505,196
|
)
|
|||
Dividends on restricted stock awards
|
|
39,972
|
|
|
46,812
|
|
|
61,215
|
|
|||
Stock option exercises
|
|
624,933
|
|
|
126,457
|
|
|
—
|
|
|||
Principal payments on other borrowings
|
|
(3,250,000
|
)
|
|
—
|
|
|
—
|
|
|||
Dividends paid
|
|
(3,619,477
|
)
|
|
(2,922,629
|
)
|
|
(3,196,938
|
)
|
|||
Net cash used in financing activities
|
|
(6,206,453
|
)
|
|
(15,920,617
|
)
|
|
(28,640,919
|
)
|
|||
Net increase (decrease) in cash
|
|
323,740
|
|
|
(17,091,113
|
)
|
|
(11,070,093
|
)
|
|||
Cash and cash equivalents, beginning of period
|
|
14,066,951
|
|
|
31,158,064
|
|
|
42,228,157
|
|
|||
Cash and cash equivalents, end of period
|
|
$
|
14,390,691
|
|
|
$
|
14,066,951
|
|
|
$
|
31,158,064
|
|
Supplemental disclosures of cash flow information:
|
|
|
|
|
|
|
||||||
Interest paid
|
|
$
|
503,174
|
|
|
$
|
214,263
|
|
|
$
|
—
|
|
Income taxes paid
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Issuance of ESOP common stock
|
|
684,018
|
|
|
661,364
|
|
|
561,259
|
|
|||
Effect of restricted stock awards
|
|
797,976
|
|
|
784,280
|
|
|
792,619
|
|
|||
Unrealized (loss) gain on securities available for sale, net
|
|
(2,241,533
|
)
|
|
499,795
|
|
|
1,358,221
|
|
|||
Fair value of assets and liabilities from acquisition:
|
|
|
|
|
|
|
||||||
Fair value of tangible assets acquired
|
|
$
|
29,025,313
|
|
|
$
|
62,446,137
|
|
|
$
|
—
|
|
Other intangible assets acquired
|
|
—
|
|
|
—
|
|
|
—
|
|
|||
Fair value of liabilities assumed
|
|
(3,250,000
|
)
|
|
(6,540,013
|
)
|
|
—
|
|
|||
Total merger consideration
|
|
$
|
25,775,313
|
|
|
$
|
55,906,124
|
|
|
$
|
—
|
|
ITEM 9.
|
CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND FINANCIAL DISCLOSURE
|
ITEM 9A.
|
CONTROLS AND PROCEDURES
|
ITEM 9B.
|
OTHER INFORMATION
|
ITEM 10.
|
DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
|
ITEM 11.
|
EXECUTIVE COMPENSATION
|
ITEM 12.
|
SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDERS MATTERS
|
(a)
|
Security Ownership of Certain Beneficial Owners
|
(b)
|
Security Ownership of Management
|
(c)
|
Changes in Control
|
(d)
|
Equity Compensation Plan Information
|
Plan Category
|
|
Number of securities to be issued upon the exercise of outstanding options, warrants and rights
|
|
Weighted-average exercise price of outstanding options, warrants and rights
|
|
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column)
|
||||
Equity compensation plans approved by security holders
|
|
1,565,810
|
|
|
$
|
10.14
|
|
|
393,263
|
|
Equity compensation plans not approved by security holders
|
|
—
|
|
|
—
|
|
|
—
|
|
|
Total
|
|
1,565,810
|
|
|
$
|
10.14
|
|
|
393,263
|
|
ITEM 13.
|
CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
|
ITEM 14.
|
PRINCIPAL ACCOUNTING FEES AND SERVICES
|
ITEM 15.
|
EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
|
(1)
|
The financial statements required in response to this item are incorporated by reference from Item 8 of this report.
|
(2)
|
All financial statement schedules are omitted because they are not required or applicable, or the required information is shown in the consolidated financial statements or the notes thereto.
|
(3)
|
Exhibits
|
|
Purchase and Assumption Agreement dated as of June 26, 2009 among the Federal Deposit Insurance Corporation, Receiver of Neighborhood Community Bank, Newnan, Georgia, CharterBank and the Federal Deposit Insurance Corporation acting in its corporate capacity
(1)
|
|
|
|
|
|
Purchase and Assumption Agreement dated as of March 26, 2010 among the Federal Deposit Insurance Corporation, Receiver of McIntosh Commercial Bank, Carrollton, Georgia, CharterBank and the Federal Deposit Insurance Corporation acting in its corporate capacity
(2)
|
|
|
|
|
|
Purchase and Assumption Agreement Whole Bank All Deposits, among the Federal Deposit Insurance Corporation, receiver of The First National Bank of Florida, Milton, Florida, the Federal Deposit Insurance Corporation and CharterBank, dated as of September 9, 2011
(3)
|
|
|
|
|
|
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
(4)
|
|
|
|
|
|
Agreement and Plan of Merger, dated as of June 1, 2017, by and among Charter Financial Corporation, CHFN Merger Sub, LLC and Resurgens Bancorp
(5)
|
|
|
|
|
|
Articles of Incorporation of Charter Financial Corporation
(6)
|
|
|
|
|
|
Bylaws of Charter Financial Corporation
(7)
|
|
|
|
|
|
Specimen Stock Certificate of Charter Financial Corporation
(8)
|
|
|
|
|
|
Amended and Restated Employment Agreement between Charter Financial Corporation and Robert L. Johnson, dated December 5, 2014
(9)
|
|
|
|
|
|
Form of Indemnification Agreement between Charter Financial Corporation and certain officers and directors
(10)
|
|
|
|
|
|
Amended and Restated Change in Control Agreement with Curtis R. Kollar, dated December 23, 2009
(11)
|
|
|
|
|
|
Amended and Restated Change in Control Agreement with William C. Gladden, dated December 23, 2009
(12)
|
|
|
|
|
|
Amended and Restated Change in Control Agreement with Lee Washam, dated December 23, 2009
(13)
|
|
|
|
|
|
Salary Continuation Agreement with Robert L. Johnson, dated January 1, 2009
(14)
|
|
|
|
|
|
Amendment to Freeze Benefit Accruals under the Salary Continuation Plan with Robert L. Johnson, dated September 25, 2012
(15)
|
|
|
|
|
|
Salary Continuation Agreement with Curtis R. Kollar, dated January 1, 2009
(16)
|
|
|
|
|
|
Amendment to Freeze Benefit Accruals under the Salary Continuation Plan with Curtis R. Kollar, dated September 25, 2012
(17)
|
|
|
|
|
|
Salary Continuation Agreement with Lee Washam, dated January 1, 2009
(18)
|
|
|
|
|
Amendment to Freeze Benefit Accruals under the Salary Continuation Plan with Lee Washam, dated September 25, 2012
(19)
|
|
|
|
|
|
Amended and Restated Benefit Restoration Plan, dated December 23, 2005
(20)
|
|
|
|
|
|
Amendment to Amended and Restated Benefit Restoration Plan, dated January 27, 2009
(21)
|
|
|
|
|
|
2001 Stock Option Plan, dated April 24, 2002
(22)
|
|
|
|
|
|
2001 Recognition and Retention Plan, dated April 24, 2002
(23)
|
|
|
|
|
|
Endorsement Split-Dollar Life Insurance Plan, dated April 1, 2006, benefiting Robert L. Johnson
(24)
|
|
|
|
|
|
Endorsement Split-Dollar Life Insurance Plan, dated April 1, 2006, benefiting Curtis R. Kollar
(25)
|
|
|
|
|
|
Endorsement Split-Dollar Life Insurance Plan, dated April 1, 2006, benefiting William C. Gladden
(26)
|
|
|
|
|
|
Endorsement Split-Dollar Life Insurance Plan, dated April 1, 2006, benefiting Lee Washam
(27)
|
|
|
|
|
|
Split Dollar Agreement with Robert L. Johnson, dated June 18, 2010
(28)
|
|
|
|
|
|
Amendment to Split Dollar Agreement with Robert L. Johnson, dated September 25, 2012
(29)
|
|
|
|
|
|
Split Dollar Agreement with Curtis R. Kollar, dated June 18, 2010
(30)
|
|
|
|
|
|
Amendment to Split Dollar Agreement with Curtis R. Kollar, dated September 25, 2012
(31)
|
|
|
|
|
|
Split Dollar Agreement with Lee Washam, dated June 18, 2010
(32)
|
|
|
|
|
|
Amendment to Split Dollar Agreement with Lee Washam, dated September 25, 2012
(33)
|
|
|
|
|
|
Endorsement Split-Dollar Agreement with David Z. Cauble, dated June 1, 2006
(34)
|
|
|
|
|
|
Endorsement Split-Dollar Agreement with Jane W. Darden, dated June 1, 2006
(35)
|
|
|
|
|
|
Endorsement Split-Dollar Agreement with Thomas M. Lane, dated June 1, 2006
(36)
|
|
|
|
|
|
Endorsement Split-Dollar Agreement with David L. Strobel, dated June 1, 2006
(37)
|
|
|
|
|
|
Supplemental Executive Retirement Plan Agreement for Robert L. Johnson, dated September 25, 2012
(38)
|
|
|
|
|
|
Supplemental Executive Retirement Plan Agreement for Curt Kollar, dated September 25, 2012
(39)
|
|
|
|
|
|
Supplemental Executive Retirement Plan Agreement for Lee Washam, dated September 25, 2012
(40)
|
|
|
|
|
|
Projected Benefit Schedule for Supplemental Executive Retirement Plan Agreements
(41)
|
|
|
|
|
|
2013 Equity Incentive Plan, dated December 11, 2013
(42)
|
|
|
|
|
|
Employment agreement with Curti M. Johnson, dated November 3, 2016
(43)
|
|
|
|
|
|
List of Subsidiaries
(44)
|
|
|
|
|
Consent of Dixon Hughes Goodman LLP
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Executive Officer
|
|
|
|
|
|
Rule 13a-14(a)/15d-14(a) Certification of Chief Financial Officer
|
|
|
|
|
|
Certification pursuant to 18 U.S.C. Section 1350, as added by Section 906 of The Sarbanes-Oxley Act of 2002
|
|
|
|
|
101
|
|
The following financial statements of Charter Financial Corporation at September 30, 2017 and 2016 and for the fiscal years ended September 30, 2017, 2016 and 2015 formatted in XBRL: (i) Consolidated Statements of Financial Condition, (ii) Consolidated Statements of Income, (iii) Consolidated Statements of Comprehensive Income; (iv) Consolidated Statements of Stockholders’ Equity, (v) Consolidated Statements of Cash Flows and (vi) Notes to Consolidated Financial Statements.
|
(1)
|
Incorporated by reference to Exhibit 2.2 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(2)
|
Incorporated by reference to Exhibit 2.3 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(3)
|
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K/A of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on September 16, 2011.
|
(4)
|
Incorporated by reference to Exhibit 2.1 to the Form 10-Q of Charter Financial Corporation, a Maryland Corporation (File No. 001-35870), originally filed with the Securities and Exchange Commission on February 8, 2016.
|
(5)
|
Incorporated by reference to Exhibit 2.1 to the Current Report on Form 8-K of Charter Financial Corporation, a Maryland Corporation (File No. 001-35870), originally filed with the Securities and Exchange Commission on June 1, 2017.
|
(6)
|
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.
|
(7)
|
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.
|
(8)
|
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.
|
(9)
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Financial Corporation, a Maryland corporation (File No. 001-35870), filed with the Securities and Exchange Commission on December 11, 2014.
|
(10)
|
Incorporated by reference to Exhibit 10.2 to the Annual Report on Form 10-K of Charter Financial Corporation, a Maryland Corporation (File No. 001-35870) for the fiscal year ended September 30, 2014, as filed with the Securities and Exchange Commission on December 12, 2014.
|
(11)
|
Incorporated by reference to Exhibit 10.3 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(12)
|
Incorporated by reference to Exhibit 10.4 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(13)
|
Incorporated by reference to Exhibit 10.5 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(14)
|
Incorporated by reference to Exhibit 10.6 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(15)
|
Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(16)
|
Incorporated by reference to Exhibit 10.7 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(17)
|
Incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(18)
|
Incorporated by reference to Exhibit 10.8 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(19)
|
Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(20)
|
Incorporated by reference to Exhibit 10.9 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(21)
|
Incorporated by reference to Exhibit 10.10 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(22)
|
Incorporated by reference to Exhibit 10.11 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(23)
|
Incorporated by reference to Exhibit 10.12 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(24)
|
Incorporated by reference to Exhibit 10.13 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(25)
|
Incorporated by reference to Exhibit 10.14 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(26)
|
Incorporated by reference to Exhibit 10.16 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(27)
|
Incorporated by reference to Exhibit 10.15 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(28)
|
Incorporated by reference to Exhibit 10.17 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(29)
|
Incorporated by reference to Exhibit 10.5 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(30)
|
Incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(31)
|
Incorporated by reference to Exhibit 10.7 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(32)
|
Incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
(33)
|
Incorporated by reference to Exhibit 10.6 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(34)
|
Incorporated by reference to Exhibit 10.18 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(35)
|
Incorporated by reference to Exhibit 10.19 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(36)
|
Incorporated by reference to Exhibit 10.20 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(37)
|
Incorporated by reference to Exhibit 10.21 to the Registration Statement on Form S-1 (File No. 333-167634) of Charter Financial Corporation, a Federal corporation, originally filed with the Securities and Exchange Commission on June 18, 2010.
|
(38)
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(39)
|
Incorporated by reference to Exhibit 10.3 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(40)
|
Incorporated by reference to Exhibit 10.2 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(41)
|
Incorporated by reference to Exhibit 10.4 to the Current Report on Form 8-K of Charter Financial Corporation, a Federal corporation (File No. 001-34889), filed with the Securities and Exchange Commission on October 1, 2012.
|
(42)
|
Incorporated by reference to Appendix A to the proxy statement for the Special Meeting of Shareholders of Charter Financial Corporation, a Maryland corporation (file no. 001-35870) filed with the Securities and Exchange Commission on November 6, 2013.
|
(43)
|
Incorporated by reference to Exhibit 10.1 to the Current Report on Form 8-K of Charter Financial Corporation, a Maryland corporation, (File No. 001-35870), originally filed with the Securities and Exchange Commission on November 4, 2016.
|
(44)
|
Incorporated by reference to Exhibit 21 to the Registration Statement on Form S-1 (File No. 333-185482) of Charter Financial Corporation, a Maryland corporation, originally filed with the Securities and Exchange Commission on December 14, 2012.
|
|
CHARTER FINANCIAL CORPORATION
|
||
|
|
|
|
By:
|
/s/ Robert L. Johnson
|
|
|
|
Robert L. Johnson
|
|
|
|
Chairman and Chief Executive Officer
|
|
/s/ Robert L. Johnson
|
|
Chairman and Chief Executive Officer
|
|
Robert L. Johnson
|
|
(principal executive officer)
|
|
|
|
|
|
/s/ Curtis R. Kollar
|
|
Senior Vice President and Chief Financial Officer
|
|
Curtis R. Kollar
|
|
(principal accounting and financial officer)
|
|
|
|
|
|
/s/ David Z. Cauble, III
|
|
Director
|
|
David Z. Cauble, III
|
|
|
|
|
|
|
|
/s/ Jane W. Darden
|
|
Director
|
|
Jane W. Darden
|
|
|
|
|
|
|
|
/s/ Edward Smith
|
|
Director
|
|
Edward Smith
|
|
|
|
|
|
|
|
/s/ Curti M. Johnson
|
|
Senior Vice President, General Counsel and Director
|
|
Curti M. Johnson
|
|
|
|
|
|
|
|
/s/ Thomas M. Lane
|
|
Director
|
|
Thomas M. Lane
|
|
|
|
|
|
|
|
/s/ David L. Strobel
|
|
Director
|
|
David L. Strobel
|
|
|
1.
|
I have reviewed this Annual Report on Form
10-K
of Charter Financial Corporation;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
Date:
|
December 13, 2017
|
/s/ Robert L. Johnson
|
|
|
|
Robert L. Johnson
|
|
|
|
Chairman and Chief Executive Officer
|
|
1.
|
I have reviewed this Annual Report on Form
10-K
of Charter Financial Corporation;
|
2.
|
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;
|
3.
|
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;
|
4.
|
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:
|
(a)
|
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;
|
(b)
|
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;
|
(c)
|
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
|
(d)
|
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
|
5.
|
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):
|
(a)
|
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
|
(b)
|
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.
|
Date:
|
December 13, 2017
|
/s/ Curtis R. Kollar
|
|
|
|
Curtis R. Kollar
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|
(1)
|
The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934; and
|
(2)
|
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.
|
Date:
|
December 13, 2017
|
/s/ Robert L. Johnson
|
|
|
|
Robert L. Johnson
|
|
|
|
Chairman and Chief Executive Officer
|
|
|
|
|
|
Date:
|
December 13, 2017
|
/s/ Curtis R. Kollar
|
|
|
|
Curtis R. Kollar
|
|
|
|
Senior Vice President and Chief Financial Officer
|
|