Attached files
file | filename |
---|---|
EXCEL - IDEA: XBRL DOCUMENT - Athens Bancshares Corp | Financial_Report.xls |
EX-32.0 - EXHIBIT 32.0 - Athens Bancshares Corp | c24519exv32w0.htm |
EX-31.2 - EXHIBIT 31.2 - Athens Bancshares Corp | c24519exv31w2.htm |
EX-31.1 - EXHIBIT 31.1 - Athens Bancshares Corp | c24519exv31w1.htm |
Table of Contents
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-Q
(Mark one)
þ | QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For
the quarterly period ended September 30, 2011
OR
o | TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 |
For the transition period from to
Commission file number: 1-34534
ATHENS BANCSHARES CORPORATION
(Exact name of registrant as specified in its charter)
Tennessee | 27-0920126 | |
(State or other jurisdiction of incorporation or organization) |
(I.R.S. Employer Identification No.) | |
106 Washington Avenue, Athens, Tennessee | 37303 | |
(Address of principal executive offices) | (Zip Code) |
(423) 745-1111
(Registrants telephone number, including area code)
Not Applicable
(Former name, former address and former fiscal year, if changed since last report)
Indicate by check mark whether the registrant (1) has filed all reports required to be filed by
Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for
such shorter period that the registrant was required to file such reports), and (2) has been
subject to such filing requirements for the past 90 days. Yes þ No o
Indicate by check mark whether the registrant has submitted electronically and posted on its
corporate Web site, if any, every Interactive Data File required to be submitted and posted
pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months
(or for such shorter period that the registrant was required to submit and post such files). Yes
þ No o
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a
non-accelerated filer or a smaller reporting company. See definition of large accelerated filer,
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check
one):
Large accelerated filer o | Accelerated filer o | Non-accelerated filer o (Do not check if a smaller reporting company) |
Smaller reporting company þ |
Indicate
by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the
Exchange Act). Yes o
No þ
As of November 7, 2011, the number of shares of common stock outstanding was 2,724,414.
ATHENS BANCSHARES CORPORATION
Table of Contents
Page | ||||||||
No. | ||||||||
1 | ||||||||
2 | ||||||||
3 | ||||||||
4 | ||||||||
5 | ||||||||
28 | ||||||||
33 | ||||||||
34 | ||||||||
35 | ||||||||
35 | ||||||||
35 | ||||||||
36 | ||||||||
36 | ||||||||
36 | ||||||||
36 | ||||||||
37 | ||||||||
Exhibit 31.1 | ||||||||
Exhibit 31.2 | ||||||||
Exhibit 32.0 | ||||||||
EX-101 INSTANCE DOCUMENT | ||||||||
EX-101 SCHEMA DOCUMENT | ||||||||
EX-101 CALCULATION LINKBASE DOCUMENT | ||||||||
EX-101 LABELS LINKBASE DOCUMENT | ||||||||
EX-101 PRESENTATION LINKBASE DOCUMENT | ||||||||
EX-101 DEFINITION LINKBASE DOCUMENT |
Table of Contents
Part I. FINANCIAL INFORMATION
Item 1. | Financial Statements |
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
CONSOLIDATED BALANCE SHEETS
(Unaudited) | ||||||||
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
ASSETS |
||||||||
Cash and due from banks |
$ | 11,317,452 | $ | 4,475,324 | ||||
Federal funds sold |
2,250,000 | 4,825,000 | ||||||
Interest-bearing deposits in banks |
7,015,976 | 5,015,975 | ||||||
Total cash and cash equivalents |
20,583,428 | 14,316,299 | ||||||
Interest-bearing time deposits in banks |
249,000 | 747,000 | ||||||
Securities available for sale |
37,022,108 | 41,537,586 | ||||||
Securities held to maturity (fair value approximates $- and
$26 at September 30, 2011 and December 31, 2010,
respectively) |
| 25 | ||||||
Federal Home Loan Bank stock, at cost |
2,898,800 | 2,898,800 | ||||||
Loans, net of allowance for loan losses of $5,000,412 and
$3,965,395 at September 30, 2011 and December 31,
2010, respectively |
204,151,668 | 199,386,478 | ||||||
Premises and equipment, net |
4,641,052 | 4,701,660 | ||||||
Accrued interest receivable |
1,111,491 | 1,111,043 | ||||||
Cash surrender value of bank owned life insurance |
9,149,610 | 8,924,120 | ||||||
Foreclosed real estate |
675,599 | 1,102,527 | ||||||
Other assets |
3,085,314 | 3,289,029 | ||||||
Total assets |
$ | 283,568,070 | $ | 278,014,567 | ||||
LIABILITIES AND EQUITY |
||||||||
LIABILITIES |
||||||||
Deposits: |
||||||||
Noninterest-bearing |
$ | 11,930,753 | $ | 10,808,127 | ||||
Interest-bearing |
207,217,613 | 204,879,217 | ||||||
Total deposits |
219,148,366 | 215,687,344 | ||||||
Accrued interest payable |
188,020 | 224,890 | ||||||
Securities sold under agreements to repurchase |
1,882,616 | 794,732 | ||||||
Federal Home Loan Bank advances |
8,128,228 | 8,213,861 | ||||||
Accrued expenses and other liabilities |
3,977,525 | 3,516,545 | ||||||
Total liabilities |
233,324,755 | 228,437,372 | ||||||
COMMITMENTS AND CONTINGENCIES |
||||||||
STOCKHOLDERS EQUITY |
||||||||
Preferred stock, $0.01 par value; authorized 10,000,000; none issued |
| | ||||||
Common stock, $0.01 par value; 50,000,000 shares authorized;
2,777,250 shares issued and 2,727,740 outstanding at September 30, 2011
and 2,777,250 at December 31, 2010 |
27,277 | 27,773 | ||||||
Additional paid-in capital |
26,081,532 | 26,494,832 | ||||||
Common stock acquired by benefit plans: |
||||||||
Restricted stock |
(1,149,026 | ) | (1,085,423 | ) | ||||
Unallocated common stock held by: |
||||||||
Employee Stock Ownership Plan Trust |
(2,073,680 | ) | (2,073,680 | ) | ||||
Retained earnings |
26,745,334 | 26,086,719 | ||||||
Accumulated other comprehensive income |
611,878 | 126,974 | ||||||
Total stockholders equity |
50,243,315 | 49,577,195 | ||||||
Total liabilities and stockholders equity |
$ | 283,568,070 | $ | 278,014,567 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
1
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF INCOME
(Unaudited)
Three Months Ended | Nine Months Ended | |||||||||||||||
September 30, | September 30, | |||||||||||||||
2011 | 2010 | 2011 | 2010 | |||||||||||||
Interest and dividend income: |
||||||||||||||||
Loans, including fees |
$ | 3,344,687 | $ | 3,309,668 | $ | 9,913,933 | $ | 9,831,932 | ||||||||
Dividends |
28,909 | 32,522 | 100,724 | 102,709 | ||||||||||||
Securities |
281,599 | 285,322 | 922,323 | 833,151 | ||||||||||||
Interest-bearing
deposits in other banks |
12,707 | 19,998 | 35,784 | 65,372 | ||||||||||||
Total interest income |
3,667,902 | 3,647,510 | 10,972,764 | 10,833,164 | ||||||||||||
Interest expense: |
||||||||||||||||
Deposits |
742,514 | 1,006,191 | 2,296,234 | 3,118,352 | ||||||||||||
Fed funds purchased and
securities sold
under agreements
to repurchase |
477 | 668 | 1,298 | 3,538 | ||||||||||||
Federal Home Loan Bank advances |
89,385 | 90,497 | 266,128 | 275,055 | ||||||||||||
Total interest expense |
832,376 | 1,097,356 | 2,563,660 | 3,396,945 | ||||||||||||
Net interest income |
2,835,526 | 2,550,154 | 8,409,104 | 7,436,219 | ||||||||||||
Provision for loan losses |
563,609 | 423,925 | 1,558,960 | 1,107,611 | ||||||||||||
Net interest income
after provision
for loan losses |
2,271,917 | 2,126,229 | 6,850,144 | 6,328,608 | ||||||||||||
Noninterest income: |
||||||||||||||||
Customer service fees |
512,196 | 466,696 | 1,412,943 | 1,333,646 | ||||||||||||
Other charges and fees |
404,614 | 357,931 | 1,157,130 | 1,070,010 | ||||||||||||
Investment sales commissions |
155,635 | 76,759 | 355,349 | 206,954 | ||||||||||||
Increase in cash
surrender value of life
insurance |
87,191 | 90,087 | 261,029 | 229,686 | ||||||||||||
Other noninterest income |
123,387 | 112,256 | 294,577 | 375,437 | ||||||||||||
Total noninterest income |
1,283,023 | 1,103,729 | 3,481,028 | 3,215,733 | ||||||||||||
Noninterest expenses: |
||||||||||||||||
Salaries and employee benefits |
1,665,845 | 1,476,559 | 4,932,326 | 4,518,584 | ||||||||||||
Occupancy and equipment |
336,611 | 342,581 | 985,729 | 1,031,485 | ||||||||||||
Federal deposit insurance
premiums |
19,644 | 68,257 | 154,474 | 251,238 | ||||||||||||
Data processing |
170,699 | 159,687 | 510,710 | 480,666 | ||||||||||||
Advertising |
42,508 | 40,546 | 142,457 | 123,971 | ||||||||||||
Other operating expenses |
646,719 | 655,995 | 1,859,479 | 2,953,943 | ||||||||||||
Total noninterest expenses |
2,882,026 | 2,743,625 | 8,585,175 | 9,359,887 | ||||||||||||
Income before income taxes |
672,914 | 486,333 | 1,745,997 | 184,454 | ||||||||||||
Income tax (benefit) expense |
209,527 | 136,985 | 551,609 | (58,706 | ) | |||||||||||
Net income |
$ | 463,387 | $ | 349,348 | $ | 1,194,388 | $ | 243,160 | ||||||||
Earnings per common share: |
||||||||||||||||
Basic |
$ | 0.18 | $ | 0.13 | $ | 0.47 | $ | 0.09 | ||||||||
Diluted |
$ | 0.18 | $ | 0.13 | $ | 0.46 | $ | 0.09 | ||||||||
Dividends per common share |
$ | 0.05 | $ | 0.05 | $ | 0.15 | $ | 0.05 |
The accompanying notes are an integral part of these consolidated financial statements.
2
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS EQUITY
Nine Months Ended September 30, 2011
(Unaudited)
Common | Accumulated | ||||||||||||||||||||||||||||
Additional | Stock | Other | |||||||||||||||||||||||||||
Comprehensive | Common | Paid-In | Retained | Acquired By | Comprehensive | ||||||||||||||||||||||||
Income (Loss) | Stock | Capital | Earnings | Benefit Plans | Income | Total | |||||||||||||||||||||||
Balance, December 31, 2010 |
$ | 27,773 | $ | 26,494,832 | $ | 26,086,719 | $ | (3,159,103 | ) | $ | 126,974 | $ | 49,577,195 | ||||||||||||||||
Comprehensive income: |
|||||||||||||||||||||||||||||
Net income |
$ | 1,194,388 | | | 1,194,388 | | | 1,194,388 | |||||||||||||||||||||
Other comprehensive income, net
of tax: |
|||||||||||||||||||||||||||||
Change in unrealized gains
(losses) on securities
available for sale, net of
tax effect of $(297,199) |
484,904 | | | | | 484,904 | 484,904 | ||||||||||||||||||||||
Total comprehensive income |
$ | 1,679,292 | |||||||||||||||||||||||||||
Dividends $0.15 per share |
| | (384,854 | ) | | | (384,854 | ) | |||||||||||||||||||||
Purchase and release of restricted
stock plan shares |
| (162,177 | ) | | (63,603 | ) | | (225,780 | ) | ||||||||||||||||||||
Stock compensation expense |
| 221,202 | | | | 221,202 | |||||||||||||||||||||||
Purchase of Company common stock |
(496 | ) | (472,325 | ) | (150,919 | ) | | | (623,740 | ) | |||||||||||||||||||
Balance, September 30, 2011 |
$ | 27,277 | $ | 26,081,532 | $ | 26,745,334 | $ | (3,222,706 | ) | $ | 611,878 | $ | 50,243,315 | ||||||||||||||||
The accompanying notes are an integral part of these consolidated financial statements.
3
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
Nine Months Ended | ||||||||
September 30, 2011 | September 30, 2010 | |||||||
CASH FLOWS FROM OPERATING ACTIVITIES: |
||||||||
Net income |
$ | 1,194,388 | $ | 243,160 | ||||
Adjustments to reconcile net income to
net cash provided by operating activities: |
||||||||
Depreciation |
337,619 | 404,358 | ||||||
Amortization of securities and other assets |
321,680 | 227,903 | ||||||
Provision for loan losses |
1,558,960 | 1,107,611 | ||||||
Deferred income taxes |
(125,967 | ) | 118,492 | |||||
Other gains and losses, net |
(67,765 | ) | (34,827 | ) | ||||
Stock compensation expense |
221,202 | | ||||||
Net change in: |
||||||||
Cash surrender value of life insurance |
(225,490 | ) | (175,518 | ) | ||||
Loans held for sale |
(356,775 | ) | (172,450 | ) | ||||
Accrued interest receivable |
(448 | ) | (110,256 | ) | ||||
Accrued interest payable |
(36,870 | ) | (6,125 | ) | ||||
Prepaid FDIC assessment |
165,213 | 213,870 | ||||||
Other assets and liabilities |
259,206 | 569,616 | ||||||
Net cash provided by operating activities |
3,244,953 | 2,385,834 | ||||||
CASH FLOWS FROM INVESTING ACTIVITIES: |
||||||||
Net change in interest-bearing deposits |
498,000 | (4,468,000 | ) | |||||
Securities available for sale: |
||||||||
Purchases |
(9,520,985 | ) | (16,997,266 | ) | ||||
Maturities, prepayments and calls |
14,189,463 | 5,472,262 | ||||||
Sales |
378,100 | | ||||||
Securities held to maturity: |
||||||||
Principal repayments received |
25 | 28 | ||||||
Loan originations and principal collections, net |
(6,542,602 | ) | (10,343,071 | ) | ||||
Purchases of premises and equipment |
(277,011 | ) | (173,922 | ) | ||||
Purchase of bank owned life insurance |
| (2,200,000 | ) | |||||
Proceeds from sale of foreclosed real estate |
1,068,287 | 1,199,297 | ||||||
Net cash used in investing activities |
(206,723 | ) | (27,510,672 | ) | ||||
CASH FLOWS FROM FINANCING ACTIVITIES: |
||||||||
Net increase (decrease) in deposits |
3,461,022 | (13,295,876 | ) | |||||
Net
increase (decrease) in securities sold under agreements to repurchase |
1,087,884 | (88,290 | ) | |||||
Proceeds from issuance of common stock |
| 24,285,400 | ||||||
Purchase of Company common stock |
(623,740 | ) | | |||||
Dividends paid |
(384,854 | ) | (127,752 | ) | ||||
Stock purchased by restricted stock trust |
(225,780 | ) | | |||||
Repayment of Federal Home Loan Bank advances |
(85,633 | ) | (2,082,339 | ) | ||||
Net cash provided by financing activities |
3,228,899 | 8,691,143 | ||||||
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS |
6,267,129 | (16,433,695 | ) | |||||
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD |
14,316,299 | 40,707,334 | ||||||
CASH AND CASH EQUIVALENTS, END OF PERIOD |
$ | 20,583,428 | $ | 24,273,639 | ||||
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION |
||||||||
Interest paid on deposits and borrowed funds |
$ | 2,600,530 | $ | 3,403,070 | ||||
Income taxes paid |
822,214 | 530,477 | ||||||
SUPPLEMENTAL DISCLOSURE OF NONCASH |
||||||||
INVESTING ACTIVITIES: |
||||||||
Acquisition of real estate acquired through foreclosure |
$ | 611,353 | $ | 1,913,659 | ||||
The accompanying notes are an integral part of these consolidated financial statements.
4
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1. | Summary of Significant Accounting Policies |
The accounting and reporting policies of Athens Bancshares Corporation (the Company)
and subsidiary conform with United States generally accepted accounting principles
(GAAP) and practices within the banking industry. The Financial Accounting Standards
Board (FASB) has adopted the FASB Accounting Standards Codification (ASC) as the
single source of authoritative nongovernmental GAAP. Rules and interpretive releases
of the Securities and Exchange Commission (SEC) are also sources of authoritative
GAAP for SEC registrants.
The policies that materially affect financial position and results of operations are
summarized as follows:
Interim Financial Information (Unaudited)
The accompanying unaudited consolidated financial statements have been prepared in
accordance with GAAP for interim financial information and in accordance with the
instructions to Form 10-Q and Article 10 of Regulation S-X as promulgated by the SEC.
Accordingly, they do not include all the information and footnotes required by GAAP for
complete financial statements. In the opinion of management, all adjustments
(consisting only of normal recurring accruals) considered necessary for a fair
presentation of the financial position and results of operations for the periods
presented have been included. Operating results for the three and nine months ended
September 30, 2011, are not necessarily indicative of the results that may be expected
for the full year or in any other period. For further information, refer to the
Companys consolidated financial statements and notes thereto included in the Companys
Annual Report on Form 10-K for the year ended December 31, 2010.
The Company has evaluated events and transactions for potential recognition and
disclosure through the date the financial statements were issued.
Nature of operations
The Company is a holding company whose principal activity is the ownership and
management of its wholly owned subsidiary, Athens Federal Community Bank (the Bank).
The Bank provides a variety of financial services to individuals and corporate
customers through its seven branches located in Athens, Sweetwater, Etowah,
Madisonville, and Cleveland, Tennessee. The Banks primary deposit products include
checking, savings, certificates of deposit, and IRA accounts. Its primary lending
products are one-to-four family residential, commercial real estate, and consumer
loans. Southland Finance, Inc. (Southland) is a consumer finance company with one
branch located in Athens, Tennessee. Ti-Serv, Inc. (Ti-Serv)maintains the Banks
investment in Valley Title Services, LLC and provides
title insurance services. Southland and Ti-Serv are wholly-owned subsidiaries of the
Bank.
5
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1. | Summary of Significant Accounting Policies (Continued) |
Use of estimates
The preparation of consolidated financial statements in conformity with GAAP requires
management to make estimates and assumptions that affect the reported amounts of assets
and liabilities and disclosure of contingent assets and liabilities at the date of the
consolidated financial statements and the reported amounts of revenues and expenses
during the reporting period. Actual results could differ from those estimates.
Material estimates that are particularly susceptible to significant change in the near
term relate to the determination of the allowance for loan losses, the valuation of
deferred tax assets, other-than-temporary impairment of securities, and the fair value
of financial instruments.
Recent Accounting Pronouncements
In January 2011, the FASB issued Accounting Standards Update (ASU) No. 2011-01,
Deferral of the Effective Date of Disclosures about Troubled Debt Restructurings in
Update No. 2010-20 (ASU 2011-01). The FASB determined that certain provisions relating
to troubled debt restructurings (TDR) should be deferred until additional guidance
and clarification on the definition of a TDR is issued.
In April 2011, the FASB issued ASU No. 2011-02, A Creditors Determination of Whether a
Restructuring Is a Troubled Debt Restructuring (ASU 2011-02). ASU 2011-02 amends ASC
Topic 310 Receivables, by clarifying guidance for creditors in determining whether a
concession has been granted and whether a debtor is experiencing financial
difficulties. The amendments are effective for the first interim or annual period
beginning on or after June 15, 2011, and should be applied retrospectively to the
beginning of the annual period of adoption. ASU 2011-02 also makes disclosure
requirements deferred under ASU 2011-01 effective for interim and annual periods
beginning on or after June 15, 2011. Adoption of ASU 2011-02 did not have a material
impact on the Companys consolidated financial statements or operations.
In April 2011, the FASB issued ASU No. 2011-03, Transfers and Servicing (Topic 860):
Reconsideration of Effective Control for Repurchase Agreements (ASU 2011-03), intended
to improve financial reporting of repurchase agreements and refocus the assessment of
effective control on a transferors contractual rights and obligations rather than
practical ability to perform those rights and obligations. The guidance in ASU 2011-03
is effective for the first interim or annual period beginning on or after December 15,
2011. The Company is evaluating the effect, if any, the adoption of ASU 2011-03 will
have on its consolidated financial statements.
6
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1. | Summary of Significant Accounting Policies (Continued) |
In May 2011, the FASB issued ASU No. 2011-04, Amendments to Achieve Common Fair Value
Measurement and Disclosure Requirements in U.S. GAAP and IFRSs (ASU 2011-04). ASU
2011-04 represents the converged guidance of the FASB and the International Accounting
Standards Board (IASB) on fair value measurement. A variety of measures are included
in the update intended to either clarify existing fair value measurement requirements,
change particular principles requirements for measuring fair value or for disclosing
information about fair value measurements. For many of requirements, the FASB does not
intend to change the application of existing requirements under Accounting Standards
Codification (ASC) Topic 820, Fair Value Measurements. ASU 2011-04 is effective for
interim and annual periods beginning after December 15, 2011, and early application is
not permitted. The Company is evaluating the impact adoption of ASU 2011-04 will have
on its consolidated financial statements.
In June 2011, the FASB issued ASU No. 2011-05, Presentation of Comprehensive Income
(ASU 2011-05), intended to increase the prominence of items reported in other
comprehensive income and to facilitate convergence of accounting guidance in this area
with that of the IASB. The amendments require that all non-owner changes in
stockholders equity be presented in a single continuous statement of comprehensive
income or in two separate but consecutive statements. Amendments under ASU 2011-05 for
public entities should be applied retrospectively for fiscal years, and interim periods
within those years, beginning December 15, 2011. The Company is evaluating the impact
adoption of ASU 2011-05 will have on its consolidated financial statements.
In September 2011, the FASB issued ASU 2011-08, Intangibles Goodwill and Other
(Topic 350) Testing Goodwill for Impairment (ASU 2011-08). ASU 2011-08 amends Topic
350, Intangibles Goodwill and Other, to give entities the option to first assess
qualitative factors to determine whether the existence of events or circumstances leads
to a determination that it is more likely than not that the fair value of a reporting
unit is less than its carrying amount. If, after assessing the totality of events or
circumstances, an entity determines it is not more likely than not that the fair value
of a reporting unit is less than its carrying amount, then performing the two-step
impairment test is unnecessary. However, if an entity concludes otherwise, then it is
required to perform the first step of the two-step impairment test by calculating the
fair value of the reporting unit and comparing the fair value with the carrying amount
of the reporting unit. ASU 2011-08 is effective for annual and interim impairment
tests beginning after December 15, 2011, and is not expected to have a significant
impact on the Companys consolidated financial statements.
7
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1. | Summary of Significant Accounting Policies (Continued) |
Other than disclosures contained within these statements, the Company has determined
that all other recently issued accounting pronouncements will not have a material
impact on its consolidated financial statements or do not apply to its operations.
Earnings Per Common Share
When presented, basic earnings per share are computed by dividing income available to
common stockholders by the weighted average number of common shares outstanding for the
period. Diluted earnings per share reflect the potential dilution that could occur if
securities or other contracts to issue common stock were exercised or converted into
common stock or resulted in the issuance of common stock that then shared in the
earnings of the Company.
The following is a summary of the basic and diluted earnings per share for the three
months ended September 30, 2011 and 2010:
Three Months Ended September 30, | ||||||||
2011 | 2010 | |||||||
Basic earnings per share calculation: |
||||||||
Numerator: Net income |
$ | 463,387 | $ | 349,348 | ||||
Denominator: Weighted average
common shares outstanding |
2,528,890 | 2,777,250 | ||||||
Effect of dilutive stock options |
20,137 | | ||||||
Diluted shares |
$ | 2,549,027 | $ | 2,777,250 | ||||
Basic earnings per share |
$ | 0.18 | $ | 0.13 | ||||
Diluted earnings per share |
$ | 0.18 | $ | 0.13 | ||||
8
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 1. | Summary of Significant Accounting Policies (Continued) |
The following is a summary of the basic and diluted earnings per share for the nine
months ended September 30, 2011 and 2010:
Nine Months Ended September 30, | ||||||||
2011 | 2010 | |||||||
Basic earnings per share calculation: |
||||||||
Numerator: Net income |
$ | 1,194,388 | $ | 243,160 | ||||
Denominator: Weighted average
common shares outstanding |
2,541,843 | 2,777,250 | ||||||
Effect of dilutive stock options |
28,139 | | ||||||
Diluted shares |
$ | 2,569,982 | $ | 2,777,250 | ||||
Basic earnings per share |
$ | 0.47 | $ | 0.09 | ||||
Diluted earnings per share |
$ | 0.46 | $ | 0.09 | ||||
Note 2. | Securities |
The amortized cost and estimated fair value of securities classified as available for
sale and held to maturity at September 30, 2011 and December 31, 2010 are as follows:
September 30, 2011 | ||||||||||||||||
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Securities Available for Sale: |
||||||||||||||||
Securities of U.S.
Government agencies
and corporations |
$ | 23,601,120 | $ | 313,317 | $ | | $ | 23,914,437 | ||||||||
Mortgage-backed and
related securities (1) |
7,438,570 | 436,996 | (132 | ) | 7,875,434 | |||||||||||
State and municipal
securities |
4,995,519 | 236,718 | | 5,232,237 | ||||||||||||
$ | 36,035,209 | $ | 987,031 | $ | (132 | ) | $ | 37,022,108 | ||||||||
Securities Held to Maturity: |
||||||||||||||||
Mortgage-backed and
related securities (1) |
$ | | $ | | $ | | $ | | ||||||||
9
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 2. | Securities (Continued) |
December 31, 2010 | ||||||||||||||||
Gross | Gross | |||||||||||||||
Amortized | Unrealized | Unrealized | Fair | |||||||||||||
Cost | Gains | Losses | Value | |||||||||||||
Securities Available for Sale: |
||||||||||||||||
Securities of U.S.
Government agencies
and corporations |
$ | 29,389,077 | $ | 206,789 | $ | (257,160 | ) | $ | 29,338,706 | |||||||
Mortgage-backed and
related securities (1) |
6,269,479 | 402,284 | (624 | ) | 6,671,139 | |||||||||||
State and municipal
securities |
5,674,233 | 443 | (146,935 | ) | 5,527,741 | |||||||||||
$ | 41,332,789 | $ | 609,516 | $ | (404,719 | ) | $ | 41,537,586 | ||||||||
Securities Held to Maturity: |
||||||||||||||||
Mortgage-backed and
related securities (1) |
$ | 25 | $ | 1 | $ | | $ | 26 | ||||||||
(1) | Collateralized by residential mortgages and guaranteed by U.S. Government
sponsored entities. |
The amortized cost and estimated market value of securities at September 30, 2011 and
December 31, 2010, by contractual maturity, are shown below. Expected maturities will
differ from contractual maturities because the issuers of the securities may have the
right to call or prepay the securities with or without call or prepayment penalties.
September 30, 2011 | ||||||||||||||||
Securities Available for Sale | Securities Held to Maturity | |||||||||||||||
Amortized | Fair | Amortized | Fair | |||||||||||||
Cost | Value | Cost | Value | |||||||||||||
Due in one year or less |
$ | 6,108,857 | $ | 6,219,489 | $ | | $ | | ||||||||
Due after one year through
five years |
17,953,510 | 18,164,995 | | | ||||||||||||
Due five years to ten years |
1,492,709 | 1,557,199 | | | ||||||||||||
Due after ten years |
3,041,563 | 3,204,991 | | | ||||||||||||
Mortgage-backed securities |
7,438,570 | 7,875,434 | | | ||||||||||||
Total |
$ | 36,035,209 | $ | 37,022,108 | $ | | $ | | ||||||||
10
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 2. | Securities (Continued) |
December 31, 2010 | ||||||||||||||||
Securities Available for Sale | Securities Held to Maturity | |||||||||||||||
Amortized | Fair | Amortized | Fair | |||||||||||||
Cost | Value | Cost | Value | |||||||||||||
Due in one year or less |
$ | 7,376,700 | $ | 7,356,405 | $ | | $ | | ||||||||
Due after one year through
five years |
20,774,132 | 20,715,338 | | | ||||||||||||
Due five years to ten years |
3,217,241 | 3,179,863 | | | ||||||||||||
Due after ten years |
3,695,237 | 3,614,841 | | | ||||||||||||
Mortgage-backed securities |
6,269,479 | 6,671,139 | 25 | 26 | ||||||||||||
Total |
$ | 41,332,789 | $ | 41,537,586 | $ | 25 | $ | 26 | ||||||||
The Company recognized $1,633 in realized gains for the nine-month period ended
September 30, 2011 and realized no gains or losses for the year ended December 31,
2010.
The Company has pledged securities with carrying values of approximately $13,146,000
and $18,177,000 (which approximates fair values) to secure deposits of public and
private funds as of September 30, 2011 and December 31, 2010, respectively.
Securities with gross unrealized losses at September 30, 2011 and December 31, 2010,
aggregated by investment category and length of time that individual securities have
been in a continuous loss position, are as follows:
September 30, 2011 | ||||||||||||||||||||||||
Less than 12 Months | 12 Months or Greater | Total | ||||||||||||||||||||||
Gross | Gross | Gross | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
Value | Losses | Value | Losses | Value | Losses | |||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||
Securities Available for Sale: |
||||||||||||||||||||||||
Mortgage-backed and
related securities |
$ | 21 | $ | | $ | 18 | $ | | $ | 39 | $ | | ||||||||||||
$ | 21 | $ | | $ | 18 | $ | | $ | 39 | $ | | |||||||||||||
11
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 2. | Securities (Continued) |
December 31, 2010 | ||||||||||||||||||||||||
Less than 12 Months | 12 Months or Greater | Total | ||||||||||||||||||||||
Gross | Gross | Gross | ||||||||||||||||||||||
Fair | Unrealized | Fair | Unrealized | Fair | Unrealized | |||||||||||||||||||
Value | Losses | Value | Losses | Value | Losses | |||||||||||||||||||
(dollars in thousands) | ||||||||||||||||||||||||
Securities Available for Sale: |
||||||||||||||||||||||||
Securities of U.S.
Government agencies
and corporations |
$ | 12,803 | $ | (257 | ) | $ | | $ | | $ | 12,803 | $ | (257 | ) | ||||||||||
Mortgage-backed and
related securities |
46 | (1 | ) | 53 | | 99 | (1 | ) | ||||||||||||||||
State and municipal
securities |
4,896 | (102 | ) | 332 | (45 | ) | 5,228 | (147 | ) | |||||||||||||||
$ | 17,745 | $ | (360 | ) | $ | 385 | $ | (45 | ) | $ | 18,130 | $ | (405 | ) | ||||||||||
Management performs periodic reviews for impairment in accordance with ASC Topic 320,
Investment Debt and Equity Securities.
At September 30, 2011, the two securities with unrealized losses had depreciated
0.33 percent from the Companys amortized cost basis. At December 31, 2010, the 19
securities with unrealized losses had depreciated 2.19 percent from the Companys
amortized cost basis. Most of these securities are guaranteed by either U.S.
government corporations or agencies or had investment grade ratings upon purchase.
Further, the issuers of these securities have not established any cause for default.
The unrealized losses associated with these investment securities are primarily
attributable to changes in interest rates and not to the credit quality of the issuers.
These securities will continue to be monitored as a part of the Companys ongoing
impairment analysis, but are expected to perform even if the rating agencies reduce the
credit rating of the bond insurers. Management evaluates the financial performance of
each issuer on a quarterly basis to determine if it is probable that the issuers can
make all contractual principal and interest payments.
ASC Topic 320 requires an entity to assess whether the entity has the intent to sell
the debt security or more likely than not will be required to sell the debt security
before its anticipated recovery. Management does not intend to sell these securities
and it is not more likely than not that management will be required to sell the
securities before the recovery of its amortized cost basis. In making this
determination, management has considered the Companys cash flow and liquidity
requirements, capital requirements, economic factors, and contractual and regulatory
obligations for indication that these securities will be required to be sold before a
forecasted recovery occurs. Therefore, in managements opinion, all securities that
have been in a continuous unrealized loss position for the past 12 months or longer as
of September 30, 2011 were not other-than-temporarily impaired as of September 30,
2011, and therefore, no impairment charges were warranted as of September 30, 2011.
12
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 3. | Loans and Allowances for Loan Losses |
The Bank and Southland provide mortgage, consumer, and commercial
lending services to individuals and businesses primarily in the
East Tennessee area.
The Companys loan portfolio consisted of the following at
September 30, 2011 and December 31, 2010:
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
Mortgage loans on real estate: |
||||||||
Residential 1-4 family |
$ | 81,344,800 | $ | 79,373,610 | ||||
Residential multifamily (5 or more units) |
20,769,567 | 20,851,097 | ||||||
Commercial |
45,383,577 | 43,733,879 | ||||||
Construction and land |
23,768,874 | 19,837,210 | ||||||
171,266,818 | 163,795,796 | |||||||
Commercial loans |
12,016,418 | 12,765,618 | ||||||
Consumer and equity lines of credit |
26,466,076 | 27,335,361 | ||||||
Total loans |
209,749,312 | 203,896,775 | ||||||
Less: Allowance for loan losses |
(5,000,412 | ) | (3,965,395 | ) | ||||
Unearned interest and fees |
(386,288 | ) | (323,515 | ) | ||||
Net deferred loan origination fees |
(210,944 | ) | (221,387 | ) | ||||
Loans, net |
$ | 204,151,668 | $ | 199,386,478 | ||||
13
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 3. | Loans and Allowances for Loan Losses (Continued) |
The following presents activity in the allowance for loan losses
for the nine months ended September 30, 2011 and the year ended
December 31, 2010:
September 30, | December 31, | |||||||
2011 | 2010 | |||||||
Beginning balance |
$ | 3,965,395 | $ | 3,412,963 | ||||
Provision for loan losses |
1,558,960 | 1,711,030 | ||||||
Loans charged-off |
(588,610 | ) | (1,272,953 | ) | ||||
Recoveries |
64,667 | 114,355 | ||||||
Ending balance |
$ | 5,000,412 | $ | 3,965,395 | ||||
Loan impairment and any related valuation allowance is determined under the provisions
established by ASC Topic 310. For all periods presented above, impaired loans without a
valuation allowance represent loans for which management believes that the collateral
value of the loan is higher than the carrying value of that loan.
The allocation of the allowance for loan losses and recorded investment in loans by
portfolio segment at September 30, 2011 and December 31, 2010 are as follows:
September 30, 2011 | ||||||||||||||||||||||||||||
Commercial | ||||||||||||||||||||||||||||
Real Estate | ||||||||||||||||||||||||||||
Residential | and Multi- | Construction | Consumer | |||||||||||||||||||||||||
Commercial | 1-4 Family | Family | and Land | and Other | Unallocated | Total | ||||||||||||||||||||||
Specified
reserves-
impaired
loans |
$ | 468,315 | $ | 640,190 | $ | 146,119 | $ | 1,169,642 | $ | 103,635 | $ | | $ | 2,527,901 | ||||||||||||||
General
reserves |
203,156 | 596,715 | 841,006 | 336,319 | 459,152 | 36,163 | 2,472,511 | |||||||||||||||||||||
Total
reserves |
$ | 671,471 | $ | 1,236,905 | $ | 987,125 | $ | 1,505,961 | $ | 562,787 | $ | 36,163 | $ | 5,000,412 | ||||||||||||||
Loans
individually
evaluated
for
impairment |
$ | 2,321,788 | $ | 5,179,526 | $ | 2,509,161 | $ | 3,006,366 | $ | 436,329 | $ | 13,453,170 | ||||||||||||||||
Loans
collectively
evaluated
for
impairment |
9,694,630 | 76,165,274 | 63,643,983 | 20,762,508 | 26,029,747 | 196,296,142 | ||||||||||||||||||||||
Total |
$ | 12,016,418 | $ | 81,344,800 | $ | 66,153,144 | $ | 23,768,874 | $ | 26,466,076 | $ | 209,749,312 | ||||||||||||||||
14
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 3. | Loans and Allowances for Loan Losses (Continued) |
December 31, 2010 | ||||||||||||||||||||||||||||
Commercial | ||||||||||||||||||||||||||||
Real Estate | ||||||||||||||||||||||||||||
Residential | and Multi- | Construction | Consumer | |||||||||||||||||||||||||
Commercial | 1-4 Family | Family | and Land | and Other | Unallocated | Total | ||||||||||||||||||||||
Specified
reserves-
impaired
loans |
$ | 317,562 | $ | 321,604 | $ | 492,369 | $ | 534,737 | $ | 93,462 | $ | | $ | 1,759,734 | ||||||||||||||
General
reserves |
206,428 | 742,610 | 807,249 | 198,709 | 225,809 | 24,856 | 2,205,661 | |||||||||||||||||||||
Total
reserves |
$ | 523,990 | $ | 1,064,214 | $ | 1,299,618 | $ | 733,446 | $ | 319,271 | $ | 24,856 | $ | 3,965,395 | ||||||||||||||
Loans
individually
evaluated
for
impairment |
$ | 2,641,736 | $ | 2,445,307 | $ | 2,648,507 | $ | 1,701,657 | $ | 241,627 | $ | 9,678,834 | ||||||||||||||||
Loans
collectively
evaluated
for
impairment |
10,123,882 | 76,928,303 | 61,936,469 | 18,135,553 | 27,093,734 | 194,217,941 | ||||||||||||||||||||||
Total |
$ | 12,765,618 | $ | 79,373,610 | $ | 64,584,976 | $ | 19,837,210 | $ | 27,335,361 | $ | 203,896,775 | ||||||||||||||||
The following table details the changes in the allowance for loan losses during the
nine months ended September 30, 2011 by class of loan:
Commercial | ||||||||||||||||||||||||||||
Real Estate | ||||||||||||||||||||||||||||
Residential | and Multi- | Construction | Consumer | |||||||||||||||||||||||||
Commercial | 1-4 Family | Family | and Land | and Other | Unallocated | Total | ||||||||||||||||||||||
Balance, December
31, 2010 |
$ | 523,990 | $ | 1,064,214 | $ | 1,299,618 | $ | 733,446 | $ | 319,271 | $ | 24,856 | $ | 3,965,395 | ||||||||||||||
Charge-offs |
(47,452 | ) | (72,206 | ) | (244,051 | ) | | (224,901 | ) | | (588,610 | ) | ||||||||||||||||
Recoveries |
4,350 | 3,182 | 9,555 | | 47,580 | | 64,667 | |||||||||||||||||||||
Provision for loan
losses |
190,583 | 241,715 | (77,997 | ) | 772,515 | 420,837 | 11,307 | 1,558,960 | ||||||||||||||||||||
Balance, September
30, 2011 |
$ | 671,471 | $ | 1,236,905 | $ | 987,125 | $ | 1,505,961 | $ | 562,787 | $ | 36,163 | $ | 5,000,412 | ||||||||||||||
15
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 3. | Loans and Allowances for Loan Losses (Continued) |
The following tables present loans individually evaluated for impairment by class of
loans as of September 30, 2011 and December 31, 2010:
September 30, 2011 | ||||||||||||||||||||||||
Commercial | ||||||||||||||||||||||||
Real Estate | ||||||||||||||||||||||||
Residential | and Multi- | Construction | Consumer | |||||||||||||||||||||
Commercial | 1-4 Family | Family | and Land | and Other | Total | |||||||||||||||||||
Loans individually
evaluated for impairment: |
||||||||||||||||||||||||
Without a valuation allowance |
$ | | $ | 1,372,371 | $ | 1,233,842 | $ | 364,939 | $ | 270,469 | $ | 3,241,621 | ||||||||||||
With a valuation allowance |
2,321,788 | 3,807,155 | 1,275,319 | 2,641,427 | 165,860 | 10,211,549 | ||||||||||||||||||
Total impaired loans |
$ | 2,321,788 | $ | 5,179,526 | $ | 2,509,161 | $ | 3,006,366 | $ | 436,329 | $ | 13,453,170 | ||||||||||||
Valuation allowance related to
impaired loans |
$ | 468,315 | $ | 640,190 | $ | 146,119 | $ | 1,169,642 | $ | 103,635 | $ | 2,527,901 | ||||||||||||
Average investment in
impaired loans |
$ | 2,590,842 | $ | 4,706,092 | $ | 2,571,795 | $ | 2,382,594 | $ | 628,588 | $ | 12,879,911 | ||||||||||||
Interest income recognized on
impaired loans |
$ | 98,795 | $ | 144,652 | $ | 77.535 | $ | 30,439 | $ | 13,625 | $ | 365,046 | ||||||||||||
December 31, 2010 | ||||||||||||||||||||||||
Commercial | ||||||||||||||||||||||||
Real Estate | ||||||||||||||||||||||||
Residential | and Multi- | Construction | Consumer | |||||||||||||||||||||
Commercial | 1-4 Family | Family | and Land | and Other | Total | |||||||||||||||||||
Loans individually
evaluated for impairment: |
||||||||||||||||||||||||
Without a valuation allowance |
$ | 29,662 | $ | 807,616 | $ | 729,037 | $ | 154,035 | $ | | $ | 1,720,350 | ||||||||||||
With a valuation allowance |
2,612,074 | 1,637,691 | 1,919,470 | 1,547,622 | 241,627 | 7,958,484 | ||||||||||||||||||
Total impaired loans |
$ | 2,641,736 | $ | 2,445,307 | $ | 2,648,507 | $ | 1,701,657 | $ | 241,627 | $ | 9,678,834 | ||||||||||||
Valuation allowance related to
impaired loans |
$ | 317,562 | $ | 321,604 | $ | 492,369 | $ | 534,737 | $ | 93,462 | $ | 1,759,734 | ||||||||||||
The following is a summary of information pertaining to average investment and
interest income recognized on impaired loans as of December 31, 2010:
Average investment in impaired loans: |
$ | 9,022,095 | ||
Interest income recognized on impaired loans: |
$ | 600,000 | ||
16
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 3. | Loans and Allowances for Loan Losses (Continued) |
The following presents an aged analysis of past due loans as of September 30, 2011 and
December 31, 2010:
September 30, 2011 | ||||||||||||||||||||||||
Greater Than | Recorded | |||||||||||||||||||||||
90 Days | Investment > 90 | |||||||||||||||||||||||
30-89 Days | Past Due And | Total | Days and | |||||||||||||||||||||
Past Due | Non-accrual | Past Due | Current Loans | Total Loans | Accruing | |||||||||||||||||||
Residential 1-4 family |
$ | 893,682 | $ | 1,218,180 | $ | 2,111,862 | $ | 79,232,938 | $ | 81,344,800 | $ | | ||||||||||||
Commercial real estate
and multifamily |
| | | 66,153,144 | 66,153,144 | | ||||||||||||||||||
Construction and land |
337,992 | 1,381,403 | 1,719,395 | 22,049,479 | 23,768,874 | | ||||||||||||||||||
Commercial |
| | | 12,016,418 | 12,016,418 | | ||||||||||||||||||
Consumer and other |
215,633 | 47,671 | 263,304 | 26,202,772 | 26,466,076 | 14,887 | ||||||||||||||||||
Total |
$ | 1,447,307 | $ | 2,647,254 | $ | 4,094,561 | $ | 205,654,751 | $ | 209,749,312 | $ | 14,887 | ||||||||||||
December 31, 2010 | ||||||||||||||||||||||||
Greater Than | Recorded | |||||||||||||||||||||||
90 Days | Investment > 90 | |||||||||||||||||||||||
30-89 Days | Past Due And | Total | Days and | |||||||||||||||||||||
Past Due | Non-accrual | Past Due | Current Loans | Total Loans | Accruing | |||||||||||||||||||
Residential 1-4 family |
$ | 689,195 | $ | 632,421 | $ | 1,321,616 | $ | 78,051,994 | $ | 79,373,610 | $ | 63,740 | ||||||||||||
Commercial real estate
and multifamily |
131,849 | 326,635 | 458,484 | 64,126,492 | 64,584,976 | 53,515 | ||||||||||||||||||
Construction and land |
| 974,445 | 974,445 | 18,862,765 | 19,837,210 | | ||||||||||||||||||
Commercial |
6,618 | 38,000 | 44,618 | 12,721,000 | 12,765,618 | | ||||||||||||||||||
Consumer and other |
164,427 | 67,509 | 231,936 | 27,103,425 | 27,335,361 | 9,490 | ||||||||||||||||||
Total |
$ | 992,089 | $ | 2,039,010 | $ | 3,031,099 | $ | 200,865,676 | $ | 203,896,775 | $ | 126,745 | ||||||||||||
Credit quality indicators:
Federal regulations require us to review and classify our assets on a regular basis.
There are three classifications for problem assets: substandard, doubtful, and loss.
Substandard assets must have one or more defined weaknesses and are characterized by
the distinct possibility that we will sustain some loss if the deficiencies are not
corrected. Doubtful assets have the weaknesses of substandard assets with the
additional characteristic that the weaknesses make collection or liquidation in full on
the basis of currently existing facts, conditions and values questionable, and there is
a high possibility of loss. An asset classified loss is considered uncollectible and
of such little value that continuance as an asset of the institution, without
establishment of a specific valuation allowance or charge off, is not warranted. The
regulations also provide for a special mention category, described as assets which do
not currently expose an institution to a sufficient degree of risk to warrant
classification but do possess credit deficiencies or potential weaknesses deserving
close attention. When we classify an asset as substandard or doubtful, we may establish
a specific allowance for loan losses.
17
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 3. | Loans and Allowances for Loan Losses (Continued) |
The following outlines the amount of each loan classification
and the amount categorized into each risk rating class as of
September 30, 2011 and December 31, 2010:
September 30, 2011 | ||||||||||||||||||||||||
Special | ||||||||||||||||||||||||
Pass | Mention | Substandard | Doubtful | Loss | Total | |||||||||||||||||||
Residential 1-4 family |
$ | 74,961,222 | $ | 1,204,052 | $ | 5,172,568 | $ | | $ | 6,958 | $ | 81,344,800 | ||||||||||||
Commercial real estate and
multifamily |
63,643,983 | | 2,509,161 | | | 66,153,144 | ||||||||||||||||||
Construction and land |
20,318,109 | 444,399 | 3,006,366 | | | 23,768,874 | ||||||||||||||||||
Commercial |
9,693,336 | 1,294 | 2,085,353 | | 236,435 | 12,016,418 | ||||||||||||||||||
Consumer and other |
25,818,825 | 210,922 | 425,996 | | 10,333 | 26,466,076 | ||||||||||||||||||
Total |
$ | 194,435,475 | $ | 1,860,667 | $ | 13,199,444 | $ | | $ | 253,726 | $ | 209,749,312 | ||||||||||||
December 31, 2010 | ||||||||||||||||||||||||
Special | ||||||||||||||||||||||||
Pass | Mention | Substandard | Doubtful | Loss | Total | |||||||||||||||||||
Residential 1-4 family |
$ | 74,953,467 | $ | 1,974,836 | $ | 2,445,307 | $ | | $ | | $ | 79,373,610 | ||||||||||||
Commercial real estate and
multifamily |
61,936,469 | | 2,648,507 | | | 64,584,976 | ||||||||||||||||||
Construction and land |
17,714,246 | 421,307 | 1,701,657 | | | 19,837,210 | ||||||||||||||||||
Commercial |
10,104,402 | 19,481 | 2,431,504 | | 210,231 | 12,765,618 | ||||||||||||||||||
Consumer and other |
26,982,454 | 111,279 | 226,622 | | 15,006 | 27,335,361 | ||||||||||||||||||
Total |
$ | 191,691,038 | $ | 2,526,903 | $ | 9,453,597 | $ | | $ | 225,237 | $ | 203,896,775 | ||||||||||||
As a result of adopting the amendments in ASU 2011-02 during this quarter, the
Company reassessed all restructurings that occurred on or after January 1, 2011 for
identification as troubled debt restructuring (TDR). The Companys reassessment
resulted in no additional TDRs than those previously identified. A modification of a
loan constitutes a TDR when a borrower is experiencing financial difficulty and the
modification constitutes a concession. By granting the concession, the Company expects
to increase the probability of collection by more than would be expected by not granting
the concession. The Companys determination of whether a modification is a TDR
considers the facts and circumstances surrounding each respective modification.
18
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 3. Loans and Allowances for Loan Losses (Continued)
The following presents information related to loans modified as a TDR
during the nine months ended September 30, 2011:
Nine Months Ended September 30, 2011 | ||||||||||||
Pre-Modification | Post-Modification | |||||||||||
Number of | Outstanding | Outstanding | ||||||||||
Loans | Recorded Investment | Recorded Investment | ||||||||||
Residential 1-4 family |
3 | $ | 222,731 | $ | 222,731 | |||||||
Commercial real
estate and
multifamily |
| | | |||||||||
Construction and land |
3 | 996,914 | 996,914 | |||||||||
Commercial |
| | | |||||||||
Consumer and other |
12 | 100,453 | 100,453 | |||||||||
18 | $ | 1,320,098 | $ | 1,320,098 | ||||||||
The following are loans modified as a TDR from October 1, 2010 through September 30, 2011,
that subsequently defaulted (i.e., were 60 days or more past due following a modification)
during the nine months ended September 30, 2011. |
Loans Modified as a TDR | ||||||||
Within the Previous Twelve Months | ||||||||
That Subsequently Defaulted During the | ||||||||
Nine Months Ended September 30, 2011 | ||||||||
Number of Loans | Recorded Investment | |||||||
Residential 1-4 family |
1 | $ | 41,736 | |||||
Commercial real estate and multifamily |
| | ||||||
Construction and land |
| | ||||||
Commercial |
| | ||||||
Consumer and other |
3 | 24,371 | ||||||
4 | $ | 66,107 | ||||||
Note 4. Fair Value Disclosures
The Company uses fair value measurements to record fair value adjustments to certain
assets and liabilities and to determine fair value disclosures. In accordance with the
ASC Topic 820, Fair Value Measurements and Disclosures, the fair value of a financial
instrument is the price that would be received to sell an asset or paid to transfer a
liability in an orderly transaction between market participants at the measurement date.
Fair value is best determined based upon quoted market prices. In cases where quoted
market prices are not available, fair values are based on estimates using present value
or other valuation techniques. Those techniques are significantly affected by the
assumptions used, including the discount rate and estimates of future cash flows.
Accordingly, the fair value estimates may not be realized in an immediate settlement of
the instrument. |
19
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 4. Fair Value Disclosures (Continued)
ASC Topic 820 provides a consistent definition of fair value, which focuses on exit
price in an orderly transaction between market participants at the measurement date
under current market conditions. If there has been a significant decrease in the volume
and level of activity for the asset or liability, a change in valuation technique or the
use of multiple valuation techniques may be appropriate. In such instances, determining
the price at which willing market participants would transact at the measurement date
under current market conditions depends on the facts and circumstances and requires the
use of significant judgment. The fair value is a reasonable point within the range that
is most representative of fair value under current market conditions. |
ASC Topic 820 also establishes a three-tier fair value which requires an entity to
maximize the use of observable inputs and minimize the use of unobservable inputs when
measuring fair value, as follows: |
Level 1 Quoted prices (unadjusted) in active markets for identical assets or
liabilities that the Company has the ability to access. |
Level 2 Significant other observable inputs other than Level 1 prices, such as
quoted prices for similar assets or liabilities in active markets, quoted prices in
markets that are not active and other inputs that are observable or can be
corroborated by observable market data. |
Level 3 Significant unobservable inputs that reflect a companys own assumptions
about the assumptions that market participants would use in pricing an asset or
liability. |
A financial instruments categorization within the valuation hierarchy is based upon the
lowest level of input that is significant to the fair value measurement. There have
been no changes in the methodologies used at September 30, 2011 and December 31, 2010. |
The following methods and assumptions were used by the Company in estimating fair value
disclosures for financial instruments. |
Cash, cash equivalents, and interest-bearing deposits in banks: |
The carrying amounts of cash, cash equivalents, and interest-bearing deposits in banks
approximate fair values based on the short-term nature of the assets. |
20
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 4. Fair Value Disclosures (Continued)
Securities:
Fair values are estimated using pricing models and discounted cash flows that consider standard input factors such as
observable market data, benchmark yields, interest rate volatilities, broker/dealer quotes, and credit spreads.
Securities classified as available for sale are reported at fair value utilizing Level 2 inputs.
Federal Home Loan Bank stock, at cost:
The carrying value of FHLB stock approximates fair value based on the redemption provisions of the FHLB.
Loans:
For variable-rate loans that reprice frequently and with no significant change in credit risk, fair values are based on
carrying values. Fair value for fixed-rate loans are estimated using discounted cash flow analyses, using market
interest rates for comparable loans. The Company does not record loans at fair value on a recurring basis. However,
from time to time, a loan is considered impaired and an allowance for loan losses is established. Loans for which it
is probable that payment of interest and principal will not be made in accordance with the contractual terms of the
loan agreement are considered impaired. Once a loan is identified as individually impaired, management measures
impairment in accordance with ASC Topic 310, Receivables. The fair value of impaired loans is estimated using several
methods including collateral value, liquidation value and discounted cash flows. Those impaired loans not requiring an
allowance represent loans for which the fair value of the expected repayments or collateral exceed the recorded
investments in such loans. At September 30, 2011, substantially all of the total impaired loans were evaluated based
on the fair value of collateral. In accordance with ASC Topic 310, impaired loans where an allowance is established
based on the fair value of collateral require classification in the fair value hierarchy. When the fair value of the
collateral is based on the observable market price or a current, independent appraised value, the Company records the
impaired loan as nonrecurring Level 2. The Company records the impaired loan as nonrecurring Level 3 when management
has become aware of events that have significantly impacted the condition or marketability of the collateral since the
most recent appraisal. In this case, management will reduce the appraisal value based on factors determined by their
judgment and collective knowledge of the collateral and market conditions.
Cash surrender value of bank owned life insurance:
The carrying amounts of cash surrender value of bank owned life insurance approximate their fair value. The carrying
amount is based on information received from the insurance carriers indicating the financial performance of the
policies and the amount the Company would receive should the policies be surrendered. The Company reflects these
assets within Level 2 of the valuation hierarchy.
21
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 4. Fair Value Disclosures (Continued)
Foreclosed real estate:
Foreclosed real estate consisting of properties obtained through foreclosure or in satisfaction of loans is initially
recorded at fair value, determined on the basis of current appraisals, comparable sales, and other estimates of value
obtained principally from independent sources, adjusted for estimated selling costs. At the time of foreclosure, any
excess of the loan balance over the fair value of the real estate held as collateral is treated as a charge against the
allowance of loan losses. Gains or losses on sale and any subsequent adjustments to the fair value are recorded as a
component of foreclosed real estate expense. Other real estate is included in Level 2 of the valuation hierarchy.
Deposits:
The fair value of deposits with no stated maturity, such as noninterest-bearing demand deposits and NOW, money market,
and savings accounts, is equal to the amount payable on demand at the reporting date. The fair value of time deposits
is based on the discounted value of contractual cash flows. The discount rate is estimated using the rates currently
offered for deposits of similar remaining maturities.
Securities sold under agreements to repurchase:
The estimated fair value of these liabilities, which are extremely short term, approximates their carrying value.
Federal Home Loan Bank advances:
Rates currently available to the Company for debt with similar terms and remaining maturities are used to estimate the
fair value of existing debt.
Accrued interest:
The carrying amounts of accrued interest approximate fair value.
Commitments to extend credit, letters of credit and lines of credit:
The fair value of commitments is estimated using the fees currently charged to enter into similar agreements, taking
into account the remaining terms of the agreements and the present creditworthiness of the counterparties. For
fixed-rate loan commitments, fair value also considers the difference between current levels of interest rates and the
committed rates.
22
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 4. Fair Value Disclosures (Continued)
The tables below present the recorded amount of assets and liabilities measured at fair
value on a recurring basis: |
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Other | ||||||||||||||
Balance as of | for Identical | Observable | Unobservable | |||||||||||||
September 30, | Assets | Inputs | Inputs | |||||||||||||
2011 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Securities available
for sale: |
||||||||||||||||
Securities of U.S.
Government agencies
and corporations |
$ | 23,914,437 | $ | | $ | 23,914,437 | $ | | ||||||||
Mortgage-backed
securities |
7,875,434 | | 7,875,434 | | ||||||||||||
State and municipal
securities |
5,232,237 | | 5,232,237 | | ||||||||||||
Total securities
available for sale |
$ | 37,022,108 | $ | | $ | 37,022,108 | $ | | ||||||||
Cash surrender value
of bank owned life
insurance |
$ | 9,149,610 | $ | | $ | 9,149,610 | $ | | ||||||||
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Other | ||||||||||||||
Balance as of | for Identical | Observable | Unobservable | |||||||||||||
December 31, | Assets | Inputs | Inputs | |||||||||||||
2010 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Securities available
for sale: |
||||||||||||||||
Securities of U.S.
Government agencies
and corporations |
$ | 29,338,706 | $ | | $ | 29,338,706 | $ | | ||||||||
Mortgage-backed
securities |
6,671,139 | | 6,671,139 | | ||||||||||||
State and municipal
securities |
5,527,741 | | 5,527,741 | | ||||||||||||
Total securities
available for sale |
$ | 41,537,586 | $ | | $ | 41,537,586 | $ | | ||||||||
Cash surrender value
of bank owned life
insurance |
$ | 8,924,120 | $ | | $ | 8,924,120 | $ | | ||||||||
23
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 4. Fair Value Disclosures (Continued)
The tables below present information about assets and liabilities for which a
nonrecurring change in fair value was recorded: |
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Other | ||||||||||||||
Balance as of | for Identical | Observable | Unobservable | |||||||||||||
September 30, | Assets | Inputs | Inputs | |||||||||||||
2011 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Impaired loans |
$ | 7,683,648 | $ | | $ | 7,645,648 | $ | 38,000 | ||||||||
Foreclosed real estate |
675,599 | | 675,599 | |
Quoted Prices in | Significant | Significant | ||||||||||||||
Active Markets | Other | Other | ||||||||||||||
Balance as of | for Identical | Observable | Unobservable | |||||||||||||
December 31, | Assets | Inputs | Inputs | |||||||||||||
2010 | (Level 1) | (Level 2) | (Level 3) | |||||||||||||
Impaired loans |
$ | 6,198,750 | $ | | $ | 6,126,747 | $ | 72,003 | ||||||||
Foreclosed real estate |
1,102,527 | | 1,102,527 | |
The carrying amount and estimated fair value of the Companys financial
instruments at September 30, 2011 and December 31, 2010 are as follows (in thousands): |
2011 | 2010 | |||||||||||||||
Carrying | Estimated | Carrying | Estimated | |||||||||||||
Amount | Fair Value | Amount | Fair Value | |||||||||||||
Financial assets: |
||||||||||||||||
Cash and cash equivalents |
$ | 20,583 | $ | 20,583 | $ | 14,316 | $ | 14,316 | ||||||||
Interest-bearing time deposits in banks |
249 | 249 | 747 | 747 | ||||||||||||
Securities |
37,022 | 37,022 | 41,538 | 41,538 | ||||||||||||
Federal Home Loan Bank stock, at cost |
2,899 | 2,899 | 2,899 | 2,899 | ||||||||||||
Loans, net |
204,152 | 208,688 | 199,386 | 201,211 | ||||||||||||
Cash surrender value of bank
owned life insurance |
9,150 | 9,150 | 8,924 | 8,924 | ||||||||||||
Accrued interest receivable |
1,111 | 1,111 | 1,111 | 1,111 | ||||||||||||
Financial liabilities: |
||||||||||||||||
Deposits |
219,148 | 225,930 | 215,687 | 223,788 | ||||||||||||
Securities sold under agreements
to repurchase |
1,883 | 1,883 | 795 | 795 | ||||||||||||
Federal Home Loan Bank advances |
8,128 | 8,345 | 8,214 | 8,486 | ||||||||||||
Accrued interest payable |
188 | 188 | 225 | 225 | ||||||||||||
Unrecognized financial
instruments (net of contract amount): |
||||||||||||||||
Commitments to extend credit |
| | | | ||||||||||||
Letter of credit |
| | | | ||||||||||||
Lines of credit |
| | | |
24
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 5. Stock Options, ESOP, and Restricted Shares
2010 Equity Incentive Plan |
The Athens Bancshares Corporation 2010 Equity Incentive Plan (the 2010 Plan) was
approved by the Companys stockholders at the annual meeting of stockholders held on
July 14, 2010. Under the terms of the 2010 Plan, the Company may grant restricted stock
awards and stock options to its employees, officers, and directors. The purpose of the
2010 Plan is to promote the success of the Company by linking the personal interests of
its employees, officers, and directors to the interest of the Companys shareholders,
and by providing participants with an incentive for remarkable performance. All of the
Companys employees, officers, and directors are eligible to participate in the 2010
Plan. |
Under terms of the 2010 Plan, the Company is authorized to issue up to 277,725 stock
options and up to 111,090 shares of restricted stock. |
The Company granted stock options to its directors, officers, and employees on December
15, 2010. Both incentive stock options and non-qualified stock options were granted
under the 2010 Plan. The exercise price for each option was equal to the market price
of the Companys stock on the date of grant and the maximum term of each option is ten
years. The vesting period for all options is five years from the date of grant. The
Company recognizes compensation expense over the vesting period, based on the grant-date
fair value of the options granted. The fair value of each option granted is estimated
on the date of grant using the Black-Scholes option-pricing model. For the nine months
ended September 30, 2011 and 2010, the Company recorded stock compensation expense of
$40,612 and $0, respectively. At September 30, 2011, the total remaining compensation
cost to be recognized on non-vested options is approximately $230,000. |
A summary of the activity in the 2010 Plan as of September 30, 2011, is presented in the
following table: |
Nine Months Ended September 30, 2011 | ||||||||||||
Average | Aggregate | |||||||||||
Exercise | Intrinsic | |||||||||||
Shares | Price | Value (1) | ||||||||||
Outstanding at December 31, 2010 |
236,062 | $ | 11.50 | | ||||||||
Granted |
| N/A | | |||||||||
Exercised |
| N/A | | |||||||||
Forfeited |
| N/A | | |||||||||
Outstanding at September 30, 2011 |
236,062 | 11.50 | $ | 236,062 | ||||||||
Options exercisable at September
30, 2011 |
| N/A | | |||||||||
25
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 5. Stock Options, ESOP, and Restricted Shares (Continued)
2010 Equity Incentive Plan (Continued)
(1) The aggregate intrinsic value of a stock option in the table above represents the
total pre-tax intrinsic value (the amount by which the current market value of the
underlying stock exceeds the exercise price of the option) that would have been received
by the option holders had all option holders exercised their options on September 30,
2011. This amount changes based on changes in the market value of the Companys stock.
Other information regarding options outstanding and exercisable as of September 30,
2011, is as follows: |
Options Outstanding | Options Exercisable | |||||||||||||||||||
Weighted | ||||||||||||||||||||
Average | ||||||||||||||||||||
Weighted- | Remaining | Weighted- | ||||||||||||||||||
Number | Average | Contractual | Number | Average | ||||||||||||||||
Of | Exercise | Life | of | Exercise | ||||||||||||||||
Exercise Price | Shares | Price | In Years | Shares | Price | |||||||||||||||
$11.50 |
236,062 | $ | 11.50 | 9.25 | | $ | |
Information pertaining to non-vested options for the nine months ended September 30,
2011, is as follows: |
Weighted Average | ||||||||
Number | Grant Date Fair | |||||||
of Shares | Value | |||||||
Non-vested options, December 31, 2010 |
236,062 | $ | 1.27 | |||||
Granted |
| | ||||||
Vested |
| | ||||||
Forfeited |
| | ||||||
Non-vested options, September 30, 2011 |
236,062 | $ | 1.27 | |||||
On January 19, 2011, the Company awarded 94,426 shares of restricted stock to its
directors, officers, and employees pursuant to the terms of the 2010 Plan. Compensation
expense associated with the performance-based share awards is recognized over the time
period that the restrictions associated with the awards lapse based on the total cost of
the award, which is the fair market value of the stock on the date of the grant. The
closing price on the date of the grants issued on January 19, 2011 was $12.75 per share.
For the nine months ended September 30, 2011, the Company recognized $180,590 in
compensation expense attributable to the 94,426 shares that have been awarded. |
26
Table of Contents
ATHENS BANCSHARES CORPORATION AND SUBSIDIARY
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)
Note 5. Stock Options, ESOP, and Restricted Shares (Continued)
2010 Equity Incentive Plan (Continued)
A summary of activity for unvested restricted awards for the nine months ended
September 30, 2011 is as follows: |
Grant Date | ||||||||
Weighted-Average | ||||||||
Number | Cost | |||||||
Unvested at January 1, 2011 |
| $ | | |||||
Shares awarded |
94,426 | 12.75 | ||||||
Restrictions lapsed and shares released |
| | ||||||
Shares forfeited |
| | ||||||
Unvested at September 30, 2011 |
94,426 | $ | 12.75 | |||||
Employee Stock Ownership Plan (ESOP) |
The Company sponsors a leveraged employee stock ownership plan (ESOP) that covers
substantially all employees who meet certain age and eligibility requirements. As part of
the Companys initial public offering, the ESOP purchased 222,180 shares, or approximately 8%
of the 2,777,250 shares issued, with the proceeds of a 15-year loan from the Company which is
payable in annual installments and bears interest at 3.25%. |
The Bank has committed to make contributions to the ESOP sufficient to support the debt
service of the loan. The loan is secured by the unallocated shares, which are held in a
suspense account, and are allocated among the participants as the loan is repaid. Cash
dividends paid on allocated shares are distributed to the participant and cash dividends
paid on unallocated shares are used to repay the outstanding debt of the ESOP. |
ESOP shares are held by the plan trustee in a suspense account until allocated to
participant accounts. Shares released from the suspense account are allocated to
participants on the basis of their relative compensation in the year of allocation.
Participants become vested in the allocated shares upon four years of employment with the
Company. Any forfeited shares are allocated to other participants in the same proportion as
contributions. |
As ESOP shares are allocated to participants, the Company recognizes compensation
expense equal to the fair value of the earned ESOP shares. No compensation expense has been
recorded for the nine months ended September 30, 2011. A detail of ESOP shares as of
September 30, 2011, is as follows: |
Allocated shares |
14,812 | |||
Unallocated shares |
207,368 | |||
Total ESOP shares |
222,180 | |||
Fair value of unreleased shares at September 30, 2011 |
$ | 2,592,100 | ||
27
Table of Contents
Item 2. | Managements Discussion and Analysis of Financial Condition and Results of Operation |
Safe Harbor Statement for Forward-Looking Statements
This report may contain forward-looking statements within the meaning of the federal
securities laws. These statements are not historical facts; rather they are statements based on the
Companys current expectations regarding its business strategies and their intended results and its
future performance. Forward-looking statements are preceded by terms such as expects, believes,
anticipates, intends and similar expressions.
Forward-looking statements are not guarantees of future performance. Numerous risks and
uncertainties could cause or contribute to the Companys actual results, performance and
achievements being materially different from those expressed or implied by the forward-looking
statements. Factors that may cause or contribute to these differences include, without limitation,
general economic conditions, including changes in market interest rates and changes in monetary and
fiscal policies of the federal government; legislative and regulatory changes; the quality and
composition of the loan and investment securities portfolio; loan demand; deposit flows;
competition; and changes in accounting principles and guidelines. Additional factors that may
affect our results are discussed in our Annual Report on Form 10-K for the year ended December 31,
2010 under Item 1A. Risk Factors. These factors should be considered in evaluating the
forward-looking statements and undue reliance should not be placed on such statements. Except as
required by applicable law or regulation, the Company assumes no obligation and disclaims any
obligation to update any forward-looking statements.
Critical Accounting Policies
During the nine-month period ended September 30, 2011, there was no significant change in the
Companys critical accounting policies or the application of critical accounting policies as
disclosed in the Companys audited consolidated financial statements and related footnotes for the
year ended December 31, 2010 included in the Companys Annual Report on Form 10-K for the year
ended December 31, 2010.
Comparison of Financial Condition at September 30, 2011 and December 31, 2010
Assets. Total assets increased from $278.0 million at December 31, 2010 to $283.6 million at
September 30, 2011.
Cash and Cash Equivalents. Total cash and cash equivalents increased $6.3 million, or 44.1%
from $14.3 million at December 31, 2010 to $20.6 million at September 30, 2011 due primarily to
increases in deposits.
Loans. Net loans receivable increased $4.8 million, or 2.4% from $199.4 million at December
31, 2010 to $204.2 million at September 30, 2011, primarily as a result of (1) the funding of a
$5.0 million loan to purchase an assisted living facility in Lake Wells, Florida and the subsequent
repayment of $3.9 million of this loan to the prior owner, with the Bank having maintained a
participation interest on the prior loan on this facility with another bank; (2) the funding of a
$3.0 million loan to refinance a skilled nursing facility in Black Earth, Wisconsin; (3) the
funding of an $893,000 loan for construction of an owner-occupied physical therapy center in
Chattanooga, Tennessee; (4) the funding of a $1.1 million loan for the purchase of commercial lots
in Chattanooga, Tennessee; (5) the funding of a $600,000 loan to refinance an owner occupied office
building in Cleveland, Tennessee; (6) a $2.0 million increase in residential real estate loans; (7)
a $2.9 million payoff on a loan secured by a hotel in Chattanooga, Tennessee refinanced through
another lender; and (8) a $1.0 million increase in allowance for loan losses.
Securities. Total securities decreased $4.5 million, or 10.8% from $41.5 million at December
31, 2010 to $37.0 million at September 30, 2011, primarily as a result of $9.5 million in purchases
of agency securities, which was more than offset by $12.0 million in calls of agency securities, a
$300,000 call of a municipal security and the sale of a $375,000 municipal security during the
period. The purchases were funded from available cash.
28
Table of Contents
Deposits. Total deposits increased $3.4 million, or 1.6% from $215.7 million at December 31,
2010 to $219.1 million at September 30, 2011. The primary reason for the increase in deposits was
a $5.4 million increase in demand and NOW accounts primarily due to a $4.5 million increase in
non-personal NOW accounts relating to two public entities. Other increases were in non-interest
bearing demand deposits of $1.1 million and savings deposit accounts of $2.0 million, partially
offset by a decrease of $153,000 in money market accounts and $5.0 million in certificates of
deposit.
Borrowings. Federal Home Loan Bank borrowings decreased $86,000 from $8.2 million at December
31, 2010 to $8.1 million at September 30, 2011. The slight decrease was due to principal payments
on an amortizing advance.
Stockholders Equity. Stockholders equity increased $666,000 or 1.3% from $49.6 million at
December 31, 2010 to $50.2 million at September 30, 2011. The primary reasons for the increase
include net income for the first nine months of $1.2 million, an increase in unrealized gain on
securities held for sale (net of taxes) of $485,000, dividends declared and paid on outstanding
shares (other than unallocated ESOP shares) of $385,000, additional open market purchases of stock
to be available for restricted stock grants under the 2010 Plan of $226,000 partially offset by a
$221,000 increase in additional paid-in capital related to stock compensation expense for the
period on grants of options and restricted stock and $624,000 in repurchased and retired common
stock.
Results of Operations for the Three Months Ended September 30, 2011 and 2010
Overview. The Company reported net income of $463,000, or $0.18 basic earnings per share, for
the three-month period ended September 30, 2011, compared to a net income of $349,000 or $0.13
basic earnings per share, for the same period in 2010.
Net Interest Income. Net interest income after provision for loan losses increased $146,000
or 6.9% for the three months ended September 30, 2011 compared to the same period in 2010,
primarily as a result of a decrease in interest expense on deposits, offset by increases in
provision for loan losses.
Total interest income increased $20,000 or 0.6%, from $3.6 million for the three
months ended September 30, 2010 to $3.7 million for the three months ended September 30, 2011. The
increase was primarily the result of a $35,000 increase in interest on loans, partially offset by
reductions in dividends, income on securities and interest-bearing deposits in other banks of
$4,000, $4,000 and $7,000, respectively. The increase in interest income on loans was due to the
combined effect of increases in average balances partially offset by a decrease in average rates
due to the decline in market interest rates. The decrease in dividends was a result of decreased
dividends received from stock owned in the Federal Home Loan Bank. The decrease in income from
securities was primarily a result of decreases in market interest rates, while the decrease in
interest income on deposits in other banks was a result of a decrease in average balances.
Total interest expense decreased $265,000 or 24.1% from $1.1 million for the three
months ended September 30, 2010 to $832,000 for the three months ended September 30, 2011. The
decrease was primarily a result of a $264,000 decrease in interest on deposits. The primary reason
for the decrease in interest on deposits was movement of maturing certificates of deposits to money
market and checking accounts and a reduction in market interest rates.
Provision for Loan Losses. The provision for loan losses was $564,000 for the three
months ended September 30, 2011 compared to $424,000 for the same period in 2010. The increase in
the provision for loan losses was primarily due to increases in specific loss reserves recorded on
impaired loans and a continued decline in overall economic conditions.
29
Table of Contents
Non-performing loans, net of specific valuation allowances, increased $1.3 million from $1.3
million at June 30, 2011 to $2.6 million at September 30, 2011. Non-performing residential
mortgage loans and construction loans increased $965,000 and $389,000, respectively, while
non-performing consumer loans decreased $28,000. The balance of non-performing loans, net of
specific valuation allowances, at September 30, 2011, includes non-accrual loans of $2.6 million.
There were no residential mortgage loans that were over 90 days past due but still accruing
interest at September 30, 2011. The balance of non-accrual loans, net of specific valuation
allowances, at September 30, 2011 consisted of $1.2 million in residential mortgage loans, $1.4
million in construction and land loans and $33,000 in consumer loans.
Net charge-offs were $114,000 for the three months ended September 30, 2011 compared
to $288,000 for the same period in 2010. Charge-offs totaling $132,000 were recorded during the
quarter ended September 30, 2011 in connection with residential mortgage loans ($29,000),
commercial business loans ($5,000) and consumer loans ($98,000).
The allowance for loan losses was $5.0 million at September 30, 2011. Management
has deemed this amount as adequate at that date based on its best estimate of probable known and
inherent loan losses at that date. The consistent application of managements allowance for loan
losses methodology resulted in an increase in the level of the allowance for loan losses consistent
with the increase in specific loss reserves on impaired loans.
Non-interest Income. Non-interest income increased $179,000, or 16.2%, to $1.3
million for the three months ended September 30, 2011 compared to $1.1 million for the same period
in 2010, primarily due to an increase in customer investment sales commissions. Income from
customer investment sales commissions increased $79,000 primarily as a result of the continued
partial recovery of investment markets. Customer service fees, other charges and fees and other
noninterest income increased $46,000, $47,000 and $11,000, respectively. The increases were
primarily a result of increases in income related to the origination and sale of mortgage loans on
the secondary market, increases in income related to debit cards and automated teller machines,
increases in deposit account fees and consumer and commercial loan fees of $55,000, $41,000, $4,000
and $2,000, respectively. The increase in income related to the origination and sell of mortgage
loans on the secondary market and consumer and commercial loan fees was primarily due to an
increase in loan volume due to continued decrease in market rates period over period. The primary
reasons for increases in debit card income, automated teller machine fees and other deposit account
fees was an increase in the number of deposit accounts and continued marketing efforts to increase
customer usage of these products. These increases were partially offset by a decrease in income
related to the increase in cash value of life insurance of $3,000.
Non-interest Expense. Non-interest expense increased $138,000, or 5.0%, to $2.9 million for
the 2011 period compared to $2.7 million for the same period in 2010. The primary reason for the
increase in non-interest expense was an $189,000 increase in salary and employee benefits expense
primarily due to expense related to the 2010 Equity Incentive Plan. Other changes in non-interest
expense include a $6,000 decrease in occupancy and equipment expense primarily related to
reductions in depreciation expense, a $49,000 reduction in federal deposit insurance premiums due
to a change in calculation of federal deposit insurance premiums during the third quarter of 2011,
an increase in data processing expense of $11,000 primarily related to increased charges related to
electronic banking services. Other operating expenses decreased $7,000 primarily due to a
reduction in foreclosure related expenses.
Income Tax Expense. The Company had an income tax expense of $210,000 for the three month
period ended September 30, 2011 as compared to $137,000 for the same period in 2010. The increase
in income tax expense was due to the increase in taxable income period over period.
Total Comprehensive Income. Total comprehensive income for the periods presented consists of
net income and the change in unrealized gains (losses) on securities available for sale, net of
tax. Total comprehensive income was $547,000 for the three month period ended September 30, 2011
compared to total comprehensive income of $445,000 for the three month period ended September 30,
2010. The increase was primarily a result of the $12,000 decrease in the change in unrealized
gains on securities available for sale, net of tax, and an $114,000 increase in net income period
over period.
30
Table of Contents
Results of Operations for the Nine Months Ended September 30, 2011 and 2010
Overview. The Company reported net income of $1.2 million or $0.47 basic earnings per share,
for the nine-month period ended September 30, 2011, compared to net income of $243,000 or $0.09
basic earnings per share, for the same period in 2010. The increase was primarily a result of the
$1.1 million contribution to the Athens Federal Foundation in connection with the closing of the
Banks stock conversion during 2010.
Net Interest Income. Net interest income after provision for loan losses increased $522,000
or 8.2% for the nine months ended September 30, 2011 compared to the same period in 2010, primarily
as a result of a decrease in interest expense on deposits.
Total interest income increased $140,000 or 1.3%, from $10.8 million for the nine months ended
September 30, 2010 to $11.0 million for the six months ended September 30, 2011. The increase was
primarily the result of an $82,000 increase in interest income on loans and a $60,000 increase in
interest on securities and interest bearing deposits in other banks. The increases were primarily
due to the combined effect of increases in average balances partially offset by a decrease in
market interest rates.
Total interest expense decreased $833,000 or 24.5% from $3.4 million for the nine months ended
September 30, 2010 to $2.6 million for the nine months ended September 30, 2011. The decrease was
primarily a result of a $822,000 decrease in interest on deposits and a $9,000 decrease in interest
on Federal Home Loan Bank borrowings. The primary reason for the decrease in interest on deposits
was movement of maturing certificates of deposits to money market and checking accounts and a
reduction in market interest rates. The decrease in the interest paid on Federal Home Loan Bank
borrowings was due to a decrease in the average balance of advances outstanding.
Provision for Loan Losses. The provision for loan losses was $1.6 million for the nine months
ended September 30, 2011 compared to $1.1 million for the same period in 2010. The increase in the
provision for loan losses was primarily due to increases in specific loss reserves recorded on
impaired loans and a continued decline in overall economic conditions.
Non-performing loans, net of specific valuation allowances, increased $608,000 from $2.0
million at December 31, 2010 to $2.6 million at September 30, 2011. Non-performing residential
mortgage loans and construction and land loans increased $585,000 and $407,000, respectively, while
non-performing non-residential, commercial business loans and consumer loans decreased $327,000,
$38,000 and $19,000, respectively. The balance of non-performing loans, net of specific valuation
allowances, at September 30, 2011, includes non-accrual loans of $2.6 million. There were no
residential mortgage loans that were over 90 days past due but still accruing interest at September
30, 2011. The balance of non-accrual loans, net of specific valuation allowances, at September 30,
2011 consisted of $1.2 million in residential mortgage loans, $1.4 million in construction loans
and $33,000 in consumer loans.
Net charge-offs were $524,000 for the nine months ended September 30, 2011 compared to $1.1
million for the same period in 2010. Charge-offs totaling $589,000 were recorded during the nine
months ended September 30, 2011 in connection with residential mortgage loans ($73,000), commercial
mortgage loans ($244,000), commercial business loans ($47,000) and consumer loans ($225,000).
Non-interest Income. Non-interest income increased $265,000, or 8.3%, to $3.5 million for the
nine months ended September 30, 2011 compared to $3.2 million for the same period in 2010,
primarily due to increases in income related to an increase in customer investment sales
commissions. Investment sales commissions increased $148,000, primarily due to the continued
partial recovery of investment markets. Income from the origination and sale of loans on the
secondary market increased $61,000, primarily due to an increase in the volume of originations due
to reductions in market interest rates. Loan fees related to consumer and commercial loan
servicing and origination increased $34,000 primarily due to an increase in the volume of loan
originations. Income from the increase in cash value of life insurance increased $31,000 primarily
due to the purchase of $2.0 million of additional bank owned life insurance in the second quarter
of 2010. Customer service fees increased $79,000 primarily due to a $113,000 increase in income
related to debit card and automated teller machine usage due to increased efforts to promote debit
card usage. Other deposit related fees increased $20,000 primarily due to the
increase in number of deposit accounts; while fees related to non-sufficient funds charges on
deposit accounts partially offset these increases due to a decrease of $54,000. Other non-interest
income decreased $81,000 primarily due to a one-time life insurance payment on a former director in
the amount of $93,000 for the same period in 2010.
31
Table of Contents
Non-interest Expense. Non-interest expense decreased $775,000, or 8.3%, to $8.6 million for
the 2011 period compared to $9.4 million for the same period in 2010. The primary reason for the
decrease in non-interest expense was the reduction in other operating expenses. The decrease in
other operating expenses was primarily due to the contribution of $1.1 million in stock and cash to
the Athens Federal Foundation upon completion of the Banks mutual to stock conversion in January
2010, partially offset by increases in expenses related to salary and employee benefits, data
processing and advertising expenses of $414,000, $30,000 and $18,000, respectively. Salary and
employee benefits increased primarily due to expenses related to the 2010 Equity Incentive Plan and
an increase in commissions paid on customer investment sales. Data processing expense increased
primarily due to increases in the number of accounts and increases in electronic banking fees due
to increased debit card and other electronic services, which have been heavily marketed during the
period. Advertising expenses increased primarily due to increased marketing and advertising period
over period in an effort to increase core deposits. Other decreases include a $46,000 reduction in
occupancy and equipment expense, primarily related to a decrease in depreciation of those assets
period over period and a decrease in federal deposit insurance expense of $97,000, primarily
related to the change in premium calculation enacted by the FDIC during 2011.
Income Tax Expense. The Company had an income tax expense of $552,000 for the nine month
period ended September 30, 2011 as compared to an income tax benefit of ($59,000) for the same
period in 2010. The primary reason for the change was the tax benefit received from the
contribution to the Athens Federal Foundation during 2010.
Total Comprehensive Income. Total comprehensive income for the periods presented consists of
the net income and the change in unrealized gains (losses) on securities available for sale, net of
tax. Total comprehensive income was $1.7 million for the period ended September 30, 2011 compared
to total comprehensive income of $653,000 for the period ended September 30, 2010. The increase
was primarily a result of the $951,000 increase in net income period over period and the $75,000
increase in unrealized gains on securities available for sale, net of tax.
Liquidity and Capital Resources
Liquidity Management. Liquidity is the ability to meet current and future financial
obligations of a short-term nature. The Banks primary sources of funds consist of deposit
inflows, loan repayments, maturities and sales of investment securities and borrowings from the
Federal Home Loan Bank of Cincinnati. While maturities and scheduled amortization of loans and
securities are predictable sources of funds, deposit flows and mortgage prepayments are greatly
influenced by general interest rates, economic conditions and competition.
The Bank regularly adjusts its investments in liquid assets based upon an assessment of (i)
expected loan demand, (ii) expected deposit flows, (iii) yields available on interest-earning
deposits and securities and (iv) the objectives of its asset/liability management policy.
The Banks most liquid assets are cash and cash equivalents and interest-bearing time
deposits. The level of these assets depends on the Banks operating, financing, lending and
investing activities during any given period. At September 30, 2011, cash and cash equivalents
totaled $20.6 million. At September 30, 2011, securities classified as available-for-sale, which
amounted to $37.0 million, and interest-bearing time deposits in banks of $249,000, provide
additional sources of liquidity. In addition, at September 30, 2011, the Bank had the ability to
borrow a total of approximately $24.8 million from the Federal Home Loan Bank of Cincinnati. At
September 30, 2011, the Bank had $8.1 million in Federal Home Loan Bank advances outstanding and
$11.8 million in letters of credit to secure public funds deposits.
The Bank must maintain an adequate level of liquidity to ensure the availability of sufficient
funds to support loan growth and deposit withdrawals, to satisfy financial commitments and to take
advantage of investment opportunities. Historically, the Bank has been able to retain a significant
amount of its deposits as they mature.
32
Table of Contents
The Company is a separate legal entity from the Bank and must provide for its own liquidity.
In addition to its operating expenses, the Company, on a stand-alone basis, is responsible for
paying any dividends declared to its shareholders. The Companys primary source of income is
dividends received from the Bank. The amount of dividends that the Bank may declare and pay to the
Company in any calendar year, without the receipt of prior approval from the Office of the
Comptroller of the Currency but with prior notice to the Office of the Comptroller of the Currency,
cannot exceed net income for that year to date plus retained net income (as defined) for the
preceding two calendar years. On a stand-alone basis, the Company had liquid assets of $7.7
million at September 30, 2011.
Capital Management. The Bank is required to maintain specific amounts of capital pursuant to
federal regulatory requirements. As of September 30, 2011, the Bank was in compliance with all
regulatory capital requirements, which were effective as of such date, with tangible, core and
risk-based capital ratios of 13.8%, 13.8% and 21.3%, respectively. The regulatory requirements at
that date were 1.5%, 3.0% and 8.0%, respectively. At September 30, 2011, the Bank was considered
well-capitalized under applicable regulatory guidelines.
Dividends. The Board of Directors of the Company declared and paid dividends on the Companys
common stock of $385,000 in the aggregate during the nine months ended September 30, 2011. The
dividend payout ratio for the first nine months of 2011, representing dividends per share divided
by diluted earnings per share, was 32.6%. The dividend payout is continually reviewed by management
and the Board of Directors.
Off-Balance Sheet Arrangements
In the normal course of operations, we engage in a variety of financial transactions that, in
accordance with generally accepted accounting principles are not recorded in our financial
statements. These transactions involve, to varying degrees, elements of credit, interest rate and
liquidity risk. Such transactions are used primarily to manage customers requests for funding and
take the form of loan commitments, unused lines of credit and letters of credit.
For the nine months ended September 30, 2011, the Company did not engage in any off-balance
sheet transactions reasonably likely to have a material effect on the Companys financial
condition, results of operations or cash flows.
Item 3. | Quantitative and Qualitative Disclosure About Market Risk |
Qualitative Aspects of Market Risk
We manage the interest rate sensitivity of our interest-bearing liabilities and
interest-earning assets in an effort to minimize the adverse effects of changes in the interest
rate environment. Deposit accounts typically react more quickly to changes in market interest
rates than mortgage loans because of the shorter maturities of deposits. As a result, sharp
increases in interest rates may adversely affect our earnings while decreases in interest rates may
beneficially affect our earnings. To reduce the potential volatility of our earnings, we have
sought to improve the match between asset and liability maturities and rates, while maintaining an
acceptable interest rate spread. Our strategy for managing interest rate risk emphasizes:
adjusting the maturities of borrowings; adjusting the investment portfolio mix and duration and
generally selling in the secondary market substantially all newly originated fixed rate
one-to-four-family residential real estate loans. We currently do not participate in hedging
programs, interest rate swaps or other activities involving the use of derivative financial
instruments.
We have an Asset/Liability Management Committee, which includes members of management selected
by the board of directors, to communicate, coordinate and control all aspects involving
asset/liability management. The committee establishes and monitors the volume, maturities, pricing
and mix of assets and funding sources with the objective of managing assets and funding sources to
provide results that are consistent with liquidity, growth, risk limits and profitability goals.
33
Table of Contents
Our goal is to manage asset and liability positions to moderate the effects of interest rate
fluctuations on net interest and net income. The following table, which is based on information
that we provided to the Office of Thrift Supervision, presents the change in our net portfolio
value at June 30, 2011 (the latest date for which data is available), that would occur in the event
of an immediate change in interest rates based on Office of Thrift Supervision assumptions, with no
effect given to any steps that we might take to counteract that change.
Net Portfolio Value | Net Portfolio Value as % of | |||||||||||||||||||
Basis Point (bp) | (Dollars in thousands) | Portfolio Value of Assets | ||||||||||||||||||
Change in Rates | $ Amount | $ Change | % Change | NPV Ratio | Change | |||||||||||||||
300bp |
$ | 53,288 | $ | 4,663 | 10 | % | 18.03 | % | 164 | bp | ||||||||||
200 |
52,160 | 3,536 | 7 | 17.60 | 122 | |||||||||||||||
100 |
50,794 | 2,169 | 4 | 17.11 | 72 | |||||||||||||||
0 |
48,625 | | | 16.39 | | |||||||||||||||
(100) |
46,410 | (2,215 | ) | (5 | ) | 16.19 | (72 | ) |
The Office of Thrift Supervision uses various assumptions in assessing interest
rate risk. These assumptions relate to interest rates, loan prepayment rates, deposit decay rates
and the market values of certain assets under differing interest rate scenarios, among others. As
with any method of measuring interest rate risk, certain shortcomings are inherent in the methods
of analysis presented in the foregoing tables. For example, although certain assets and
liabilities may have similar maturities or periods to repricing, they may react in different
degrees to changes in market interest rates. Also, the interest rates on certain types of assets
and liabilities may fluctuate in advance of changes in market interest rates, while interest rates
on other types may lag behind changes in market rates. Additionally, certain assets, such as
adjustable-rate mortgage loans, have features that restrict changes in interest rates on a
short-term basis and over the life of the asset. Further, if there is a change in interest rates,
expected rates of prepayments on loans and early withdrawals from certificates could deviate
significantly from those assumed in calculating the table. Prepayment rates can have a significant
impact on interest income. Because of the large percentage of loans and mortgage-backed securities
we hold, rising or falling interest rates have a significant impact on the prepayment speeds of our
earning assets that in turn affect the rate sensitivity position. When interest rates rise,
prepayments tend to slow. When interest rates fall, prepayments tend to rise. Our asset
sensitivity would be reduced if prepayments slow and vice versa. While we believe these
assumptions to be reasonable, there can be no assurance that assumed prepayment rates will
approximate actual future mortgage-backed security and loan repayment activity.
Item 4. | Controls and Procedures |
The Companys management, including the Companys principal executive officer and principal
financial officer, have evaluated the effectiveness of the Companys disclosure controls and
procedures, as such term is defined in Rule 13a-15(e) promulgated under the Securities Exchange
Act of 1934, as amended, (the Exchange Act). Based upon their evaluation, the principal
executive officer and principal financial officer concluded that, as of the end of the period
covered by this report, the Companys disclosure controls and procedures were effective for the
purpose of ensuring that the information required to be disclosed in the reports that the Company
files or submits under the Exchange Act with the Securities and Exchange Commission (the SEC) (1)
is recorded, processed, summarized and reported within the time periods specified in the SECs
rules and forms, and (2) is accumulated and communicated to the Companys management, including its
principal executive and principal financial officers, as appropriate to allow timely decisions
regarding required disclosure. In addition, based on that evaluation, no change in the Companys
internal control over financial reporting occurred during the quarter ended September 30, 2011 that
has materially affected, or is reasonably likely to materially affect, the Companys internal
control over financial reporting.
34
Table of Contents
PART II. OTHER INFORMATION
Item 1. | Legal Proceedings |
The Company is not involved in any pending legal proceedings. The Bank is not involved in any
pending legal proceedings other than routine legal proceedings occurring in the ordinary course of
business. The Banks management believes that such routine legal proceedings, in the aggregate,
are immaterial to the Banks financial condition and results of operations.
Item 1A. | Risk Factors |
For information regarding the Companys risk factors, see Risk Factors in the Companys
Annual Report on Form 10-K for the year ended December 31, 2010, filed with the Securities and
Exchange Commission on March 18, 2011. As of September 30, 2011, the risk factors of the Company
have not changed materially from those disclosed in the Form 10-K.
Item 2. | Unregistered Sales of Equity Securities and Use of Proceeds |
The Companys board of directors authorized a stock repurchase program on April 20, 2011.
Under the stock repurchase program, the Company is authorized to repurchase up to 138,862 shares,
or 5.0%, of the Companys issued common stock, through open market purchases, which may include
purchases under a trading plan adopted pursuant to SEC rule 10b5-1, or through privately negotiated
transactions. Repurchases will be made from time to time, depending on market conditions and other
factors. There is no guarantee as to the exact number of shares to be repurchased by the Company.
The following table provides information with respect to purchases made by or on behalf of the
Company or any affiliated purchaser (as defined in Rule 10b-18(a)(3) under the Securities
Exchange Act of 1934), of the Companys common stock during the third quarter of 2011.
Maximum | ||||||||||||||||
Number of | ||||||||||||||||
Shares | ||||||||||||||||
Total | That May | |||||||||||||||
Number of | Yet Be | |||||||||||||||
Shares | Purchased | |||||||||||||||
Purchased | Under the | |||||||||||||||
Total | Average | as Part of | Programs at | |||||||||||||
Number of | Price | Publicly | the | |||||||||||||
Shares | Paid Per | Announced | End of the | |||||||||||||
Period | Purchased | Share | Programs | Period | ||||||||||||
July 1, 2011
through July 31,
2011 |
2,625 | $ | 13.19 | 2,625 | 124,807 | |||||||||||
August 1, 2011
through August 31,
2011 |
13,666 | 11.74 | 13,666 | 111,141 | ||||||||||||
September 1, 2011
through September
30, 2011 |
21,789 | 12.64 | 21,789 | 89,352 | ||||||||||||
Total |
38,080 | $ | 12.36 | 38,080 | 89,352 | |||||||||||
35
Table of Contents
Item 3. | Defaults Upon Senior Securities |
Not applicable.
Item 4. | (Removed and Reserved) |
Item 5. | Other Information. |
Not applicable.
Item 6. | Exhibits |
No. | Description | |||
3.1 | Amended and Restated Charter of Athens Bancshares Corporation (1) |
|||
3.2 | Amended and Restated Bylaws of Athens Bancshares Corporation (2) |
|||
4.1 | Specimen Stock Certificate of Athens Bancshares Corporation (3) |
|||
10.1 | Employment Agreement between Athens Federal Community Bank and
Jeffrey L. Cunningham* (4) |
|||
10.2 | Employment Agreement between Athens Federal Community Bank and Michael R. Hutsell* (4) |
|||
10.3 | Employment Agreement between Athens Federal Community Bank and Jay Leggett, Jr*(5) |
|||
10.4 | Employment Agreement between Athens Bancshares Corporation and Jeffrey L. Cunningham* (4) |
|||
10.5 | Employment Agreement between Athens Bancshares Corporation and Michael R. Hutsell* (4) |
|||
10.6 | Supplemental Executive Retirement Plan Agreement between Athens Federal Community Bank and
Jeffrey L. Cunningham* (4) |
|||
10.7 | Supplemental Executive Retirement Plan Agreement between Athens Federal Community Bank and
Michael R. Hutsell*(5) |
|||
10.8 | Supplemental Executive Retirement Plan Agreement between Athens Federal Community Bank and Jay
Leggett, Jr*(5) |
|||
10.9 | Athens Bancshares Corporation 2010 Equity Incentive Plan (6) |
|||
31.1 | Rule 13a-14(a)/15d-14(a) Certificate of Chief Executive Officer |
|||
31.2 | Rule 13a-14(a)/15d-14(a) Certificate of Chief Financial Officer |
|||
32.0 | Section 1350 Certificate of Chief Executive Officer and Chief Financial Officer |
|||
101.0 | * | The following materials from the Companys Quarterly Report on Form 10-Q for the quarter
ended September 30, 2011, formatted in XBRL (Extensible Business Reporting Language): (i) the
Consolidated Balance Sheets, (ii) the Consolidated Statements of Income, (iii) the
Consolidated Statement of Changes in Equity, (iv) the Consolidated Statements of Cash Flows
and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text. |
* | Management contract or compensatory plan, contract or arrangement |
|
** | Furnished, not filed. |
|
(1) | Incorporated herein by reference to the exhibit to the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission on December 10, 2009. |
|
(2) | Incorporated herein by reference to the exhibit to the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission on November 23, 2009. |
|
(3) | Incorporated herein by reference to the exhibits to the Companys Registration Statement
on Form S-1 (File No. 333-144454), as amended, initially filed with the Securities and
Exchange Commission on September 17, 2009. |
|
(4) | Incorporated herein by reference to the exhibits to the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission on April 6, 2010. |
|
(5) | Incorporated herein by reference to the exhibits of the Companys Current Report on Form
8-K filed with the Securities and Exchange Commission on July 27, 2010. |
|
(6) | Incorporated herein by reference to the Companys Definitive Proxy Statement filed with
the Securities and Exchange Commission on June 7, 2010. |
36
Table of Contents
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly
caused this report to be signed on its behalf by the undersigned thereunto duly authorized.
ATHENS BANCSHARES CORPORATION |
||||
Dated: November 14, 2011 | By: | /s/ Jeffrey L. Cunningham | ||
Jeffrey L. Cunningham | ||||
President and Chief Executive Officer (principal executive officer) |
||||
Dated: November 14, 2011 | By: | /s/ Michael R. Hutsell | ||
Michael R. Hutsell | ||||
Treasurer and Chief Financial Officer (principal accounting and financial officer) |
37