Table of Contents

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

FORM 10-Q

 

 

(Mark one)

x	QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2014

OR

 

¨	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

(Registrant’s 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  x    No  ¨

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  x    No  ¨

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		¨		Accelerated filer		¨
Non-accelerated filer		¨  (Do not check if a smaller reporting company)		Smaller reporting company		x

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes  ¨    No  x

As of November 3, 2014, the number of shares of common stock outstanding was 1,801,701.

 

 

 

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ATHENS BANCSHARES CORPORATION

Table of Contents

 

				Page No.
Part I. Financial Information
Item 1.		Financial Statements
		Consolidated Balance Sheets as of September 30, 2014 (unaudited) and December 31, 2013			1
		Consolidated Statements of Income for the Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)			2
		Consolidated Statements of Comprehensive Income for the Three and Nine Months Ended September 30, 2014 and 2013 (unaudited)			3
		Consolidated Statements of Changes in Stockholders’ Equity for the Nine Months Ended September 30, 2014 (unaudited)			4
		Consolidated Statements of Cash Flows for the Nine Months Ended September 30, 2014 and 2013 (unaudited)			5
		Notes to Consolidated Financial Statements (unaudited)			6
Item 2.		Management’s Discussion and Analysis of Financial Condition and Results of Operations			28
Item 3.		Quantitative and Qualitative Disclosures About Market Risk			33
Item 4.		Controls and Procedures			34
Part II. Other Information
Item 1.		Legal Proceedings			34
Item 1A.		Risk Factors			34
Item 2.		Unregistered Sales of Equity Securities and Use of Proceeds			35
Item 3.		Defaults Upon Senior Securities			35
Item 4.		Mine Safety Disclosures			35
Item 5.		Other Information			35
Item 6.		Exhibits			36
Signatures					37

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Part I. FINANCIAL INFORMATION

Item  1. Financial Statements

ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED BALANCE SHEETS

 

		(Unaudited) September 30, 2014				December 31, 2013
ASSETS
Cash and due from banks		$	6,848,637			$	11,119,410
Interest-bearing deposits in banks			2,015,978				4,015,977
Total cash and cash equivalents			8,864,615				15,135,387
Securities available for sale			29,271,474				31,580,183
Investments, at cost			3,449,000				3,648,800
Loans, net of allowance for loan losses of $3,962,540 and $4,432,069 at September 30, 2014 and December 31, 2013, respectively			241,460,414				226,206,014
Premises and equipment, net			4,145,253				4,532,838
Accrued interest receivable			961,228				978,201
Cash surrender value of bank owned life insurance			10,024,505				9,812,685
Foreclosed real estate			1,092,500				413,150
Other assets			2,555,347				2,505,156
Total assets		$	301,824,336			$	294,812,414
LIABILITIES AND STOCKHOLDERS’ EQUITY
LIABILITIES
Deposits:
Noninterest-bearing		$	22,603,371			$	18,252,633
Interest-bearing			224,283,828				229,919,419
Total deposits			246,887,199				248,172,052
Accrued interest payable			136,310				152,897
Securities sold under agreements to repurchase			1,157,474				1,303,789
Federal Home Loan Bank advances			7,500,000				—
Accrued expenses and other liabilities			4,519,167				4,075,481
Total liabilities			260,200,150				253,704,219
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY
Preferred stock, $0.01 par value; 10,000,000 shares authorized; none issued			—				—
Common stock, $0.01 par value; 50,000,000 shares authorized; 2,777,250 shares issued and 1,801,701 outstanding at September 30, 2014 and 1,890,990 outstanding at December 31, 2013			18,017				18,910
Additional paid-in capital			17,751,272				18,523,039
Common stock acquired by benefit plans:
Restricted stock			(419,879	)			(616,575	)
Unallocated common stock held by:
Employee Stock Ownership Plan Trust			(1,629,320	)			(1,629,320	)
Retained earnings			25,667,432				24,880,822
Accumulated other comprehensive income (loss)			236,664				(68,681	)
Total stockholders’ equity			41,624,186				41,108,195
Total liabilities and stockholders’ equity		$	301,824,336			$	294,812,414

The accompanying notes are an integral part of these consolidated financial statements.

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF INCOME

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2014				2013				2014				2013
Interest and dividend income:
Loans, including fees		$	3,224,048			$	3,163,920			$	9,626,449			$	9,624,714
Dividends			44,083				30,715				138,191				110,494
Securities and interest-bearing deposits in other banks			181,194				184,758				543,721				545,704
Total interest and dividend income			3,449,325				3,379,393				10,308,361				10,280,912
Interest expense:
Deposits			430,235				511,850				1,359,319				1,554,503
Fed funds purchased and securities sold under agreements to repurchase			283				346				797				1,218
Federal Home Loan Bank advances			276				13,936				276				78,278
Total interest expense			430,794				526,132				1,360,392				1,633,999
Net interest income			3,018,531				2,853,261				8,947,969				8,646,913
Provision for loan losses			31,985				73,418				85,147				281,090
Net interest income after provision for loan losses			2,986,546				2,779,843				8,862,822				8,365,823
Noninterest income:
Customer service fees			545,509				522,396				1,553,094				1,522,228
Other charges and fees			457,235				402,198				1,224,991				1,233,402
Investment sales commissions			132,036				128,677				442,430				397,204
Increase in cash surrender value of life insurance			87,269				91,694				260,283				269,964
Other noninterest income			165,144				125,427				408,867				470,289
Total noninterest income			1,387,193				1,270,392				3,889,665				3,893,087
Noninterest expenses:
Salaries and employee benefits			1,784,930				1,778,958				5,358,682				5,332,841
Occupancy and equipment			402,069				390,252				1,194,000				1,141,324
Federal deposit insurance premiums			47,000				54,576				138,000				141,948
Data processing			266,156				400,273				760,929				994,586
Advertising			59,074				44,991				154,544				119,513
Other operating expenses			697,043				690,039				1,995,672				2,055,249
Total noninterest expenses			3,256,272				3,359,089				9,601,827				9,785,461
Net income before income taxes			1,117,467				691,146				3,150,660				2,473,449
Income tax expense			367,483				194,048				1,070,745				769,918
Net income		$	749,984			$	497,098			$	2,079,915			$	1,703,531
Earnings per common share
Basic		$	0.46			$	0.26			$	1.25			$	0.85
Diluted		$	0.43			$	0.24			$	1.17			$	0.81
Dividends per common share		$	0.05			$	0.05			$	0.15			$	0.15

The accompanying notes are an integral part of these consolidated financial statements.

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME

(Unaudited)

 

		Three Months Ended								Nine Months Ended
		September 30,								September 30,
		2014				2013				2014				2013
Net income		$	749,984			$	497,098			$	2,079,915			$	1,703,531
Other comprehensive income (loss), before tax:
Unrealized holding gains (losses) on securities available for sale			66,857				(270,579	)			492,492				(816,537	)
Income tax (expense) benefit related to other comprehensive income items			(25,406	)			102,820				(187,147	)			310,284
Other comprehensive income (loss), net of tax			41,451				(167,759	)			305,345				(506,253	)
Comprehensive income		$	791,435			$	329,339			$	2,385,260			$	1,197,278

The accompanying notes are an integral part of these consolidated financial statements.

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

Nine Months Ended September 30, 2014

(Unaudited)

 

		Shares of Common Stock				Common Stock				Additional Paid-In Capital				Retained Earnings				Common Stock Acquired By Benefit Plans				Accumulated Other Comprehensive Income (Loss)				Total
Balance, December 31, 2013			1,890,990			$	18,910			$	18,523,039			$	24,880,822			$	(2,245,895	)		$	(68,681	)		$	41,108,195
Net income							—				—				2,079,915				—				—				2,079,915
Other comprehensive income							—				—				—				—				305,345				305,345
Dividends - $0.15 per share							—				—				(250,400	)			—				—				(250,400	)
Release of restricted stock plan shares							—				(196,696	)			—				196,696				—				—
Stock compensation expense							—				262,821				—				—				—				262,821
Repurchase and retirement of Company common stock			(96,430	)			(964	)			(919,942	)			(1,042,905	)			—				—				(1,963,811	)
Issuance of Company common stock			7,141				71				82,050				—				—				—				82,121
Balance, September 30, 2014			1,801,701			$	18,017			$	17,751,272			$	25,667,432			$	(2,049,199	)		$	236,664			$	41,624,186

The accompanying notes are an integral part of these consolidated financial statements.

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

CONSOLIDATED STATEMENTS OF CASH FLOWS

(Unaudited)

 

		Nine Months Ended
		September 30, 2014				September 30, 2013
CASH FLOWS FROM OPERATING ACTIVITIES:
Net income		$	2,079,915			$	1,703,531
Adjustments to reconcile net income to net cash provided byoperating activities:
Depreciation			470,079				412,998
Amortization of securities and other assets			204,039				316,948
Provision for loan losses			85,147				281,090
Deferred income taxes			106,388				90,163
Other gains and losses, net			(39,918	)			(69,394	)
Stock compensation expense			262,821				262,821
Net change in:
Cash surrender value of life insurance, net			(211,820	)			(224,667	)
Accrued interest receivable			16,973				15,034
Accrued interest payable			(16,587	)			(10,703	)
Prepaid FDIC assessment			—				427,353
Other assets and liabilities			(402,391	)			295,426
Net cash provided by operating activities			2,554,646				3,500,600
CASH FLOWS FROM INVESTING ACTIVITIES:
Net change in interest-bearing deposits			—				249,000
Securities available for sale:
Purchases			(2,896,702	)			(7,301,386	)
Maturities, prepayments and calls			5,150,224				8,092,497
Sales			398,763				—
Investments, at cost:
Proceeds from redemption of FHLB stock			199,800				—
Loan originations and principal collections, net			(15,741,002	)			(5,887,485	)
Purchases of premises and equipment			(82,494	)			(414,706	)
Proceeds from sale of foreclosed real estate			209,251				458,703
Net cash used in investing activities			(12,762,160	)			(4,803,377	)
CASH FLOWS FROM FINANCING ACTIVITIES:
Net (decrease) increase in deposits			(1,284,853	)			11,824,623
Net decrease in securities sold under agreements to repurchase			(146,315	)			(1,023,884	)
Net increase (decrease) in Federal Home Loan Bank advances			7,500,000				(3,000,000	)
Repurchase and retirement of Company common stock			(1,963,811	)			(4,889,585	)
Issuance of Company common stock			82,121				—
Dividends paid			(250,400	)			(305,915	)
Net cash provided by financing activities			3,936,742				2,605,239
NET (DECREASE) INCREASE IN CASH AND CASH EQUIVALENTS			(6,270,772	)			1,302,462
CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD			15,135,387				20,252,112
CASH AND CASH EQUIVALENTS, END OF PERIOD		$	8,864,615			$	21,554,574
SUPPLEMENTAL DISCLOSURE OF CASH FLOW INFORMATION:
Interest paid on deposits and borrowed funds		$	1,376,979			$	1,644,702
Income taxes paid			987,136				968,013
SUPPLEMENTAL DISCLOSURE OF NONCASH INVESTING ACTIVITIES:
Acquisition of real estate acquired through foreclosure		$	1,272,086			$	306,633
Financed sales of foreclosed real estate			419,000				321,293

The accompanying notes are an integral part of these consolidated financial statements.

 

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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. 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 condition 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 8 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 condition and results of operations for the periods presented have been included. Operating results for the three and nine months ended September 30, 2014, 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 Company’s consolidated financial statements and notes thereto included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

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 Bank’s 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 Bank’s investment in Valley Title Services, LLC (“Valley Title”). Southland and Ti-Serv are wholly-owned subsidiaries of the Bank. Valley Title is a wholly-owned subsidiary of Ti-Serv.

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

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 May 2014, the FASB issued Accounting Standards Update 2014-09, “Revenue from Contracts with Customers.” This update is a joint project with the International Accounting Standards Board initiated to clarify the principles for recognizing revenue and to develop a common revenue standard that is meant to remove inconsistencies and weaknesses in revenue requirements, provide a more robust framework for addressing revenue issues, improve comparability of revenue recognition practices, provide more useful information to users of financial statements and simplify the preparation of financial statements. The guidance in this update supersedes the revenue recognition requirements in Topic 605, “Revenue Recognition” and most industry-specific guidance throughout the Industry Topics of Codification. This update is effective for annual and interim periods beginning after December 15, 2016. The Company does not believe this update will have a significant impact on the consolidated financial statements.

The Company has determined that all other recently issued accounting pronouncements will not have a significant impact on its consolidated financial statements or do not apply to its operations.

Earnings Per Common Share

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.

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

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 three months ended September 30, 2014 and 2013:

 

		Three Months Ended September 30,
		2014				2013
Numerator:
Net income		$	749,984			$	497,098
Denominator:
Weighted average common shares outstanding			1,638,797				1,947,833
Effect of dilutive stock options			116,772				83,807
Diluted shares			1,755,569				2,031,640
Basic earnings per share		$	0.46			$	0.26
Diluted earnings per share		$	0.43			$	0.24

The following is a summary of the basic and diluted earnings per share for the nine months ended September 30, 2014 and 2013:

 

		Nine Months Ended September 30,
		2014				2013
Numerator:
Net income		$	2,079,915			$	1,703,531
Denominator:
Weighted average common shares outstanding			1,663,191				2,011,161
Effect of dilutive stock options			108,856				84,674
Diluted shares			1,772,047				2,095,835
Basic earnings per share		$	1.25			$	0.85
Diluted earnings per share		$	1.17			$	0.81

Reclassifications

Certain amounts from prior period financial statements have been reclassified to conform to the current period’s presentation. The reclassifications had no effect on net income, total assets or stockholders’ equity as previously reported.

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 2.

Securities

The amortized cost and estimated fair value of securities classified as available for sale and held to maturity at September 30, 2014 and December 31, 2013 are as follows:

 

		September 30, 2014
		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
Securities of U.S. Government agencies and corporations		$	2,659,618			$	5,127			$	(39,580	)		$	2,625,165
Mortgage-backed and related securities (1)			13,468,331				187,012				( 25,029	)			13,630,314
State and municipal securities			12,761,809				339,383				(85,197	)			13,015,995
		$	28,889,758			$	531,522			$	(149,806	)		$	29,271,474

 

		December 31, 2013
		Amortized Cost				Gross Unrealized Gains				Gross Unrealized Losses				Fair Value
Securities of U.S. Government agencies and corporations		$	5,825,027			$	14,733			$	(93,496	)		$	5,746,264
Mortgage-backed and related securities (1)			14,514,702				189,224				(66,861	)			14,637,065
State and municipal securities			11,351,230				153,436				(307,812	)			11,196,854
		$	31,690,959			$	357,393			$	(468,169	)		$	31,580,183

 

(1)

Collateralized by residential mortgages and guaranteed by U.S. Government sponsored entities.

As of September 30, 2014 and December 31, 2013, the Company did not have any securities classified as held-to-maturity or as trading securities.

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 2.

Securities (Continued)

 

The amortized cost and estimated market value of securities at September 30, 2014, by contractual maturity, are shown below. Expected maturities will differ from contractual maturities because borrowers may have the right to call or prepay obligations with or without call or prepayment penalties.

 

		Amortized Cost				Fair Value
Due in one year or less		$	77,681			$	78,247
Due after one year through five years			6,141,439				6,171,221
Due five years to ten years			7,838,398				8,012,314
Due after ten years			1,363,909				1,379,378
Mortgage-backed securities			13,468,331				13,630,314
Total		$	28,889,758			$	29,271,474

The Company had no realized gains or losses for the nine month periods ended September 30, 2014 and 2013.

The Company has pledged securities with carrying values of approximately $17,259,000 and $17,507,000 to secure deposits of public and private funds as of September 30, 2014 and December 31, 2013, respectively.

Securities with gross unrealized losses at September 30, 2014 and December 31, 2013, aggregated by investment category and length of time that individual securities have been in a continuous loss position, are as follows:

 

		September 30, 2014
		Less than 12 Months								12 Months or Greater								Total
		Fair Value				Gross Unrealized Losses				Fair Value				Gross Unrealized Losses				Fair Value				Gross Unrealized Losses
		(dollars in thousands)
Securities of U.S. Government agencies and corporations		$	997			$	(3	)		$	962			$	(37	)		$	1,959			$	(40	)
State and municipal securities			—				—				3,110				(85	)			3,110				(85	)
Mortgage-backed and related securities			2,911				(17	)			826				(8	)			3,737				(25	)
		$	3,908			$	(20	)		$	4,898			$	(130	)		$	8,806			$	(150	)

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 2.

Securities (Continued)

 

		December 31, 2013
		Less than 12 Months								12 Months or Greater								Total
		Fair Value				Gross Unrealized Losses				Fair Value				Gross Unrealized Losses				Fair Value				Gross Unrealized Losses
		(dollars in thousands)
Securities of U.S. Government agencies and corporations		$	1,905			$	(93	)		$	—			$	—			$	1,905			$	(93	)
State and municipal securities			5,104				(283	)			411				(25	)			5,515				(308	)
Mortgage-backed and related securities			8,332				(67	)			—				—				8,332				(67	)
		$	15,341			$	(443	)		$	411			$	(25	)		$	15,752			$	(468	)

Management performs periodic reviews for impairment in accordance with ASC Topic 320, Investments – Debt and Equity Securities.

At September 30, 2014, the 12 securities with unrealized losses had depreciated 1.67 percent from the Company’s amortized cost basis. At December 31, 2013, the 22 securities with unrealized losses had depreciated 2.89 percent from the Company’s 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 driven by changes in interest rates and are not due to the credit quality of the securities. These securities will continue to be monitored as a part of the Company’s 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.

Upon acquisition of a security, the Company determines the appropriate impairment model that is applicable. If the security is a beneficial interest in securitized financial assets, the Company uses the beneficial interests in securitized financial assets impairment model. If the security is not a beneficial interest in securitized financial assets, the Company uses the debt and equity securities impairment model. The Company conducts periodic reviews to evaluate each security to determine whether an other-than-temporary impairment has occurred. The Company does not have any securities that have been classified as other-than-temporarily-impaired at September 30, 2014.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 3.

Investments, at Cost

The Bank carries the following investments at cost because they are not readily marketable and there is no established market price for the investments. These investments are normally redeemed by the issuer at par value and may carry call or put options under certain circumstances. Investments carried at cost at September 30, 2014 and December 31, 2013 consist of:

 

		September 30, 2014				December 31, 2013
Federal Home Loan Bank of Cincinnati common stock		$	2,549,000			$	2,898,800
Tenth Street Fund III, L.P. investment			900,000				750,000
		$	3,449,000			$	3,648,800

 

Note 4.

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 Company’s loans consist of the following at September 30, 2014 and December 31, 2013:

 

		September 30, 2014				December 31, 2013
Mortgage loans on real estate:
Residential 1-4 family		$	90,948,984			$	88,414,921
Commercial real estate and multi-family			84,185,890				74,497,078
Construction and land			31,083,960				30,720,741
			206,218,834				193,632,740
Commercial loans			14,958,674				13,058,544
Consumer and equity lines of credit			24,993,800				24,732,518
Total loans			246,171,308				231,423,802
Less: Allowance for loan losses			(3,962,540	)			(4,432,069	)
Unearned interest and fees			(364,916	)			(396,470	)
Net deferred loan origination fees			(383,438	)			(389,249	)
Loans, net		$	241,460,414			$	226,206,014

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 4.

Loans and Allowances for Loan Losses (Continued)

 

The following presents activity in the allowance for loan losses for the nine months ended September 30, 2014 and the year ended December 31, 2013:

 

		September 30, 2014				December 31, 2013
Beginning balance		$	4,432,069			$	4,475,302
Provision for loan losses			85,147				316,393
Loans charged-off			(613,999	)			(594,470	)
Recoveries			59,323				234,844
Ending balance		$	3,962,540			$	4,432,069

Loan impairment and any related valuation allowance is determined under the provisions established by ASC Topic 310. For all periods presented, 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 are as follows:

 

		September 30, 2014
		Commercial				Residential 1-4 Family				Commercial Real Estate and Multi- Family				Construction and Land				Consumer and Other				Unallocated				Total
Specified reserves- impaired loans		$	60,196			$	306,437			$	102,092			$	11,569			$	71,511			$	—			$	551,805
General reserves			285,273				864,735				1,140,145				610,692				456,154				53,736				3,410,735
Total reserves		$	345,469			$	1,171,172			$	1,242,237			$	622,261			$	527,665			$	53,736			$	3,962,540
Impaired loans		$	1,813,735			$	4,254,044			$	494,340			$	675,101			$	454,097			$	—			$	7,691,317
Performing loans			13,144,939				86,694,940				83,691,550				30,408,859				24,539,703				—				238,479,991
Total		$	14,958,674			$	90,948,984			$	84,185,890			$	31,083,960			$	24,993,800			$	—			$	246,171,308

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 4.

Loans and Allowances for Loan Losses (Continued)

 

		December 31, 2013
		Commercial				Residential 1-4 Family				Commercial Real Estate and Multi- Family				Construction and Land				Consumer and Other				Unallocated				Total
Specified reserves- impaired loans		$	86,958			$	545,126			$	85,175			$	303,752			$	69,049			$	—			$	1,090,060
General reserves			244,980				897,380				1,023,783				652,974				461,508				61,384				3,342,009
Total reserves		$	331,938			$	1,442,506			$	1,108,958			$	956,726			$	530,557			$	61,384			$	4,432,069
Impaired loans		$	1,901,209			$	5,821,575			$	449,597			$	1,815,293			$	328,373			$	—			$	10,316,047
Performing loans			11,157,335				82,593,346				74,047,481				28,905,448				24,404,145				—				221,107,755
Total		$	13,058,544			$	88,414,921			$	74,497,078			$	30,720,741			$	24,732,518			$	—			$	231,423,802

The following table details the changes in the allowance for loan losses from December 31, 2012 to September 30, 2014 by class of loan:

 

		Commercial				Residential 1-4 Family				Commercial Real Estate and Multi- Family				Construction and Land				Consumer and Other				Unallocated				Total
Balance, December 31, 2012		$	686,065			$	1,348,922			$	1,074,995			$	818,984			$	545,476			$	860			$	4,475,302
Provision (reallocation) for loan losses			(500,574	)			257,300				33,963				235,242				229,938				60,524				316,393
Loans charged-off			—				(194,671	)			—				(97,500	)			(302,299	)			—				(594,470	)
Recoveries			146,447				30,955				—				—				57,442				—				234,844
Balance, December 31, 2013			331,938				1,442,506				1,108,958				956,726				530,557				61,384				4,432,069
Provision (reallocation) for loan losses			13,531				(238,709	)			371,978				(158,779	)			104,774				(7,648	)			85,147
Loans charged-off			—				(35,088	)			(238,699	)			(175,686	)			(164,526	)			—				(613,999	)
Recoveries			—				2,463				—				—				56,860				—				59,323
Balance, September 30, 2014		$	345,469			$	1,171,172			$	1,242,237			$	622,261			$	527,665			$	53,736			$	3,962,540

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 4.

Loans and Allowances for Loan Losses (Continued)

 

The following tables present loans individually evaluated for impairment by class of loans as of September 30, 2014 and December 31, 2013:

 

		September 30, 2014
		Commercial				Residential 1-4 Family				Commercial Real Estate and Multi- Family				Construction and Land				Consumer and Other				Total
Impaired loans:
Without a valuation allowance		$	24,617			$	3,068,564			$	234,796			$	597,974				196,873			$	4,122,824
With a valuation allowance			1,789,118				1,185,480				259,544				77,127				257,224				3,568,493
Recorded investment in impaired loans		$	1,813,735			$	4,254,044			$	494,340			$	675,101			$	454,097			$	7,691,317
Unpaid principal balance of impaired loans		$	1,853,583			$	4,646,071			$	494,340			$	1,200,258			$	454,256			$	8,648,508
Valuation allowance related to impaired loans		$	60,196			$	306,437			$	102,092			$	11,569			$	71,511			$	551,805
Average investment in impaired loans		$	1,848,296			$	4,485,130			$	508,936			$	1,046,852			$	384,378			$	8,273,592
Interest income recognized on impaired loans		$	71,604			$	116,796			$	20,732			$	27,035			$	13,494			$	249,661

 

		December 31, 2013
		Commercial				Residential 1-4 Family				Commercial Real Estate and Multi- Family				Construction and Land				Consumer and Other				Total
Impaired loans:
Without a valuation allowance		$	47,141			$	3,285,685			$	247,422			$	346,571			$	78,393			$	4,005,212
With a valuation allowance			1,854,068				2,535,890				202,175				1,468,722				249,980				6,310,835
Recorded investment in impaired loans		$	1,901,209			$	5,821,575			$	449,597			$	1,815,293			$	328,373			$	10,316,047
Unpaid principal balance of impaired loans		$	1,941,056			$	6,232,048			$	449,597			$	2,752,396			$	328,843			$	11,703,940
Valuation allowance related to impaired loans		$	86,958			$	545,126			$	85,175			$	303,752			$	69,049			$	1,090,060
Average investment in impaired loans		$	1,878,458			$	8,658,167			$	880,839			$	1,869,016			$	327,904			$	13,614,384
Interest income recognized on impaired loans		$	101,112			$	353,260			$	55,697			$	7,275			$	20,066			$	537,410

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 4.

Loans and Allowances for Loan Losses (Continued)

 

The following tables present an aged analysis of past due loans:

 

		September 30, 2014
		30-89 Days Past Due				Greater Than 90 Days Past Due and Non- Accrual				Total Past Due				Current Loans				Total Loans				Recorded Investment ³ 90 Days Past Due and Accruing
Residential 1-4 family		$	280,432			$	2,852,597			$	3,133,029			$	87,815,955			$	90,948,984			$	—
Commercial real estate and multifamily			—				320,624				320,624				83,865,266				84,185,890				—
Construction and land			34,338				309,701				344,039				30,739,921				31,083,960				—
Commercial			26,315				—				26,315				14,932,359				14,958,674				—
Consumer and other			209,740				61,814				271,554				24,722,246				24,993,800				14,739
Total		$	550,825			$	3,544,736			$	4,095,561			$	242,075,747			$	246,171,308			$	14,739

 

		December 31, 2013
		30-89 Days Past Due				Greater Than 90 Days Past Due and Non- Accrual				Total Past Due				Current Loans				Total Loans				Recorded Investment ³ 90 Days Past Due and Accruing
Residential 1-4 family		$	915,785			$	2,440,384			$	3,356,169			$	85,058,752			$	88,414,921			$	20,128
Commercial real estate and multifamily			—				96,055				96,055				74,401,023				74,497,078				—
Construction and land			381,336				1,402,960				1,784,296				28,936,445				30,720,741				—
Commercial			24,515				47,141				71,656				12,986,888				13,058,544				—
Consumer and other			341,647				56,953				398,600				24,333,918				24,732,518				27,182
Total		$	1,663,283			$	4,043,493			$	5,706,776			$	225,717,026			$	231,423,802			$	47,310

Credit quality indicators:

Federal regulations require the Company to review and classify its 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 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 the Company classifies an asset as substandard or doubtful, it may establish a specific allowance for loan losses.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 4.

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:

 

		September 30, 2014
		Pass				Special Mention				Substandard				Doubtful				Loss				Total
Residential 1-4 family		$	84,187,210			$	2,507,730			$	4,254,044			$	—			$	—			$	90,948,984
Commercial real estate and multifamily			83,691,550				—				494,340				—				—				84,185,890
Construction and land			28,744,715				1,664,144				675,101				—				—				31,083,960
Commercial			13,129,481				15,458				1,813,735				—				—				14,958,674
Consumer and other			24,293,410				246,293				454,097				—				—				24,993,800
Total		$	234,046,366			$	4,433,625			$	7,691,317			$	—			$	—			$	246,171,308

 

		December 31, 2013
		Pass				Special Mention				Substandard				Doubtful				Loss				Total
Residential 1-4 family		$	81,288,044			$	1,305,302			$	5,821,575			$	—			$	—			$	88,414,921
Commercial real estate and multifamily			73,918,715				128,766				449,597				—				—				74,497,078
Construction and land			27,155,327				1,750,121				1,815,293				—				—				30,720,741
Commercial			11,157,335				—				1,901,209				—				—				13,058,544
Consumer and other			24,159,285				244,860				328,373				—				—				24,732,518
Total		$	217,678,706			$	3,429,049			$	10,316,047			$	—			$	—			$	231,423,802

A modification of a loan constitutes a troubled debt restructuring (“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 Company’s determination of whether a modification is a TDR considers the facts and circumstances surrounding each respective modification.

The following tables present information related to loans modified in a TDR:

 

		Nine Months Ended September 30, 2014
		Number Of Loans				Pre-Modification Outstanding Recorded Investment				Post-Modification Outstanding Recorded Investment
Residential 1-4 family			—			$	—			$	—
Commercial real estate and multifamily			—				—				—
Construction and land			—				—				—
Commercial			—				—				—
Consumer and other			10				10,921				10,921
			10			$	10,921			$	10,921

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 4.

Loans and Allowances for Loan Losses (Continued)

 

 

		Nine Months Ended September 30, 2013
		Number Of Loans				Pre-Modification Outstanding Recorded Investment				Post-Modification Outstanding Recorded Investment
Residential 1-4 family			1			$	64,586			$	64,586
Commercial real estate and multifamily			—				—				—
Construction and land			—				—				—
Commercial			—				—				—
Consumer and other			8				36,183				18,081
			9			$	100,769			$	82,667

The following tables set forth loans modified in a TDR from October 1 through September 30, for each respective period, that subsequently defaulted (i.e., 60 days or more past due following a modification):

 

		Twelve Months Ended September 30, 2014
		Number Of Loans				Outstanding Recorded Investment at Default
Residential 1-4 family			—			$	—
Commercial real estate and multifamily			—				—
Construction and land			—				—
Commercial			—				—
Consumer and other			2				11,258
			2			$	11,258

 

		Twelve Months Ended September 30, 2013
		Number Of Loans				Outstanding Recorded Investment at Default
Residential 1-4 family			—			$	—
Commercial real estate and multifamily			1				5,353
Construction and land			—				—
Commercial			—				—
Consumer and other			2				7,205
			3			$	12,558

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 5.

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 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.

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 company’s own assumptions about the assumptions that market participants would use in pricing an asset or liability.

A financial instrument’s 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, 2014 and December 31, 2013.

The following methods and assumptions were used by the Company in estimating fair value disclosures for financial instruments.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 5.

Fair Value Disclosures (Continued)

 

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. These assets are included in Level 1 of the valuation hierarchy.

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.

Investments, at cost:

The carrying value of investments at cost approximate fair value. These assets are included in Level 3 of the valuation hierarchy.

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. These are reflected within Level 3 of the valuation hierarchy. 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, 2014, 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 which are not observable market prices. Also, certain impaired loans recorded as nonrecurring Level 3 are evaluated based on a discounted cash flow methodology comparing the contractual rate against the modified rate. 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.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 5.

Fair Value Disclosures (Continued)

 

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.

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 for 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. Foreclosed 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, and is included in Level 3 of the valuation hierarchy. 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. These liabilities are included in Level 3 of the valuation hierarchy.

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. These liabilities are included in Level 3 of the valuation hierarchy.

Accrued interest:

The carrying amounts of accrued interest approximate fair value. These assets and liabilities are included in Level 3 of the valuation hierarchy.

 

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NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 5.

Fair Value Disclosures (Continued)

 

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.

The tables below present the recorded amount of assets measured at fair value on a recurring basis:

 

		Balance as of September 30, 2014				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Securities available for sale:
Securities of U.S. Government agencies and corporations		$	2,625,165			$	—			$	2,625,165			$	—
Mortgage-backed securities			13,630,314				—				13,630,314				—
State and municipal securities			13,015,995				—				13,015,995				—
Total securities available for sale		$	29,271,474			$	—			$	29,271,474			$	—

 

		Balance as of December 31, 2013				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Securities available for sale:
Securities of U.S. Government agencies and corporations		$	5,746,264			$	—			$	5,746,264			$	—
Mortgage-backed securities			14,637,065				—				14,637,065				—
State and municipal securities			11,196,854				—				11,196,854				—
Total securities available for sale		$	31,580,183			$	—			$	31,580,183			$	—

At September 30, 2014 and December 31, 2013, the Company had no assets or liabilities whose fair values are measured on a recurring basis using Level 3 inputs. Additionally, there were no transfers between Levels 1 and 2 during the nine months ended September 30, 2014.

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 5.

Fair Value Disclosures (Continued)

 

The tables below present information about assets for which a nonrecurring change in fair value was recorded:

 

		Balance as of September 30, 2014				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Impaired loans		$	3,016,688			$	—			$	1,286,973			$	1,729,715
Foreclosed real estate			1,092,500				—				1,092,500				—

 

		Balance as of December 31, 2013				Quoted Prices in Active Markets for Identical Assets (Level 1)				Significant Other Observable Inputs (Level 2)				Significant Other Unobservable Inputs (Level 3)
Impaired loans		$	5,220,775			$	—			$	2,623,325			$	2,597,450
Foreclosed real estate			413,150				—				413,150				—

The carrying amount and estimated fair value of the Company’s financial instruments at September 30, 2014 and December 31, 2013 are as follows:

 

		September 30, 2014								December 31, 2013
		Carrying Amount				Estimated Fair Value				Carrying Amount				Estimated Fair Value
Financial assets:
Cash and cash equivalents		$	8,864,615			$	8,864,615			$	15,135,387			$	15,135,387
Securities available for sale			29,271,474				29,271,474				31,580,183				31,580,183
Investments, at cost			3,449,000				3,449,000				3,648,800				3,648,800
Loans, net			241,460,414				241,456,667				226,206,014				227,272,387
Cash surrender value of bank owned life insurance			10,024,505				10,024,505				9,812,685				9,812,685
Accrued interest receivable			961,228				961,228				978,201				978,201
Financial liabilities:
Deposits			246,887,199				250,800,116				248,172,052				252,724,560
Securities sold under agreements to repurchase			1,157,474				1,157,474				1,303,789				1,303,789
Federal Home Loan Bank advances			7,500,000				7,500,000				—				—
Accrued interest payable			136,310				136,310				152,897				152,897
Unrecognized financial instruments (net of contract amount):
Commitments to extend credit			—				—				—				—
Letters of credit			—				—				—				—
Lines of credit			—				—				—				—

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 6.

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 Company’s 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 Company’s shareholders, and by providing participants with an incentive for remarkable performance. All of the Company’s 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.

Stock Options:

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 Company’s 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, pro rata, 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 both the nine months ended September 30, 2014 and 2013, the Company recorded stock compensation expense of $40,612. At September 30, 2014, the total remaining compensation cost to be recognized on non-vested options is approximately $54,150.

A summary of the activity in the 2010 Plan for the nine months ended September 30, 2014, is presented in the following table:

 

		Nine Months Ended September 30, 2014
		Shares				Average Exercise Price				Aggregate Intrinsic Value (1)
Outstanding at December 31, 2013			236,062			$	11.50				—
Granted			—				N/A				—
Exercised			(7,141	)		$	11.50				—
Forfeited			—				N/A				—
Outstanding at September 30, 2014			228,921			$	11.50			$	2,339,573
Options exercisable at September 30, 2014			134,496			$	11.50			$	1,374,549

 

(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, 2014. This amount changes based on changes in the market value of the Company’s stock.

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 6.

Stock Options, ESOP, and Restricted Shares (Continued)

2010 Equity Incentive Plan (Continued)

 

Other information regarding options outstanding and exercisable as of September 30, 2014, is as follows:

 

		Options Outstanding												Options Exercisable
Exercise Price		Number of Shares				Weighted- Average Exercise Price				Weighted- Average Remaining Contractual Life In Years				Number of Shares				Weighted- Average Exercise Price
$11.50			228,921			$	11.50				6.25				134,496			$	11.50

Information pertaining to non-vested options for the nine months ended September 30, 2014, is as follows:

 

		Number of Shares				Weighted Average Grant Date Fair Value
Non-vested options, December 31, 2013			94,425			$	1.27
Granted			—				—
Vested			—				—
Forfeited			—				—
Non-vested options, September 30, 2014			94,425			$	1.27

Restricted Stock:

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.

On December 19, 2012, the Company awarded 16,664 shares of restricted stock to its officers and employees pursuant to the terms of the 2010 Plan. The closing price on the date of the grants issued on December 19, 2012 was $16.65.

For both the nine months ended September 30, 2014 and 2013, the Company recognized $222,209 in compensation expense attributable to restricted shares that have been awarded. At September 30, 2014, the total remaining compensation cost to be recognized on non-vested restricted stock is approximately $721,861.

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 6.

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, 2014 is as follows:

 

		Number				Grant Date Weighted- Average Cost
Unvested at December 31, 2013			69,987			$	13.49
Shares awarded			—				—
Restrictions lapsed and shares released			(18,885	)			12.75
Shares forfeited			—				—
Unvested at September 30, 2014			51,102			$	13.76

Employee Stock Ownership Plan (ESOP)

The Bank sponsors a leveraged ESOP that covers substantially all employees who meet certain age and eligibility requirements. As part of the Company’s 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% per annum.

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 Bank. Any forfeited shares are allocated to other participants in the same proportion as contributions.

As ESOP shares are allocated to participants, the Bank 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, 2014 or 2013.

 

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ATHENS BANCSHARES CORPORATION AND SUBSIDIARY

NOTES TO CONSOLIDATED FINANCIAL STATEMENTS (Unaudited)

 

Note 6.

Stock Options, ESOP, and Restricted Shares (Continued)

Employee Stock Ownership Plan (ESOP) (Continued)

 

A detail of ESOP shares is as follows:

 

		September 30, 2014				December 31, 2013
Allocated shares			59,248				59,248
Unallocated shares			162,932				162,932
Total ESOP shares			222,180				222,180
Fair value of unallocated shares		$	3,538,883			$	3,229,312

 

Note 7.

Federal Home Loan Bank Advances

At September 30, 2014, the Bank had a short term advance outstanding of $7,500,000 with interest accruing at a rate of 0.13%. Pursuant to collateral agreements with the FHLB, the advance described above is secured by the Bank’s FHLB stock and qualifying first mortgage loans. The Bank had no outstanding balances at September 30, 2013.

 

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Item 2. Management’s 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 Company’s 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 Company’s 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, 2013 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, 2014, there was no significant change in the Company’s critical accounting policies or the application of critical accounting policies as disclosed in the Company’s audited consolidated financial statements and related footnotes for the year ended December 31, 2013 included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013.

Comparison of Financial Condition at September 30, 2014 and December 31, 2013

Assets. Total assets increased from $294.8 million at December 31, 2013 to $301.8 million at September 30, 2014.

Cash and Cash Equivalents. Total cash and cash equivalents decreased $6.2 million, or 41.4%, from $15.1 million at December 31, 2013 to $8.9 million at September 30, 2014. This decrease is due primarily to a $1.3 million decrease in interest bearing deposits in banks, a $15.7 million increase in gross loans, repurchases of Company common stock of $1.9 million and proceeds from sale of foreclosed real estate of $209,000, partially offset by increases in cash as a result of a $2.9 million reduction in securities and investments at cost and $7.5 million proceeds from a Federal Home Loan Bank advance. Other changes resulted in cash inflow from operating activities of $2.5 million.

Securities. Securities decreased $2.3 million, or 7.3%, from $31.6 million at December 31, 2013 to $29.3 million at September 30, 2014, primarily as a result of calls and principal repayments of agency, mortgage-backed and municipal securities of $3.1 million, $2.0 million and $55,000, respectively along with the sale of $399,000 of municipal securities. These items were partially offset by purchases of $1.9 million in municipal securities and $1.0 million in mortgage-backed securities. The remaining change in securities was due primarily to amortization and mark-to-market adjustments.

Loans. Net loans receivable increased $15.3 million, or 6.7%, from $226.2 million at December 31, 2013 to $241.5 million at September 30, 2014, primarily as a result of $2.5 million, $9.7 million, $363,000, $1.9 million and $261,000 increases in 1-4 family residential real estate, commercial real estate and multifamily loans, construction and land loans, commercial loans, and consumer and equity lines of credit, respectively. Other increases of $507,000 are a result of reduction in allowance for loan losses and unearned and deferred interest and fees. The increase in 1-4 family residential real estate is primarily a result of new loans generated from a newly implemented first-time homebuyers program and an increase in loans secured by 1-4 family residential properties used as rental properties. The increase in commercial real estate and multifamily loans was due primarily to the conversion of a $4.1 million hotel construction loan to permanent financing and two loans secured by assisted living facilities totaling $5.0 million, construction and land loans increased primarily due to advances on continuing construction projects, while commercial loans and consumer loans increased due to increased demand and additional marketing efforts.

 

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Deposits. Total deposits decreased $1.3 million, or 0.5%, from $248.2 million at December 31, 2013 to $246.9 million at September 30, 2014. The primary reason for the decrease in deposits was primarily due to decreases in certificates of deposit and money market accounts of $6.2 million and $2.3 million, respectively, partially offset by increases in demand and now accounts and savings accounts of $4.9 million and $2.3 million respectively. The decrease in certificates of deposit was primarily due to non-renewal of maturing certificates due to continued low market interest rates. The increase in demand and NOW accounts was primarily due to increased balances of three public entities and several small businesses together with an overall increase in the number of accounts.

Borrowings. As of September 30, 2014, a $7.5 million short term advance was outstanding from the Federal Home Loan Bank.

Stockholders’ Equity. Stockholders’ equity increased $516,000, or 1.3%, from $41.1 million at December 31, 2013 to $41.6 million at September 30, 2014. The primary reasons for the increase was net income for the first nine months of 2014 of $2.1 million, an unrealized gain on securities available for sale (net of tax) of $305,000 and increases of $263,000 and $82,000 in additional paid-in capital related to stock compensation expense for the period and issuance of additional common stock for the exercise of stock options, respectively. These increases were partially offset by decreases of $1.9 million and $250,000 related to repurchase and retirement of common stock and dividends declared and paid on outstanding shares (other than unallocated ESOP shares), respectively.

Results of Operations for the Three Months Ended September 30, 2014 and 2013

Overview. The Company reported net income of $750,000, or $0.46 basic earnings per share, for the three-month period ended September 30, 2014, compared to net income of $497,000, or $0.26 basic earnings per share, for the same period in 2013.

Net Interest Income. Net interest income after provision for loan losses increased $207,000, or 7.4%, to $3.0 million for the three months ended September 30, 2014 compared to $2.8 million for the same period in 2013.

Total interest and dividend income increased $70,000, or 2.1%, from $3.4 million for the three months ended September 30, 2013 to $3.4 million for the three months ended September 30, 2014. The increase was primarily the result of a $60,000 increase in interest on loans as well as an increase in dividends of $13,000, partially offset by a decrease in securities and interest bearing deposits in other banks of $4,000. The increase in interest on loans was due primarily to the combined effect of higher average outstanding balances and slightly higher average interest rates. Dividends increased primarily due to dividends on the investment in Tenth Street Fund during the 2014 period.

Total interest expense decreased $95,000, or 18.1%, from $526,000 for the three months ended September 30, 2013 to $431,000 for the three months ended September 30, 2014. The decrease was primarily a result of a $82,000 decrease in interest on deposits as well as a $13,000 decrease in interest on Federal Home Loan Bank advances. The primary reason for the decrease in interest on deposits was a reduction in market interest rates and decrease in certificates of deposits. The decrease in interest on Federal Home Loan Bank advances was due to the combined effect of lower average outstanding balances combined with lower average interest rates.

Provision for Loan Losses. The provision for loan losses was $32,000 for the three months ended September 30, 2014 compared to $73,000 for the same period in 2013.

Non-performing loans increased $900,000 from $2.6 million at June 30, 2014 to $3.5 million at September 30, 2014. Non-performing residential mortgage loans, commercial real estate and multifamily loans and construction and land loans increased $659,000, $231,000 and $84,000, respectively, while nonperforming consumer loans increased $32,000. The balance of non-performing loans at September 30, 2014 includes nonaccrual loans of $3.5 million. Residential mortgage loans of $15,000 were over 90 days past due but still accruing interest at September 30, 2014. The balance of nonaccrual loans at September 30, 2014 consists of $2.9 million in residential mortgage loans, $310,000 in construction and land loans, $321,000 in commercial real estate and multifamily and $47,000 in consumer loans.

 

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Net charge-offs were $23,000 for the three months ended September 30, 2014 compared to $114,000 for the same period in 2013. Charge-offs totaling $46,000 were recorded during the quarter ended September 30, 2014 in connection consumer loans.

The allowance for loan losses was $4.0 million at September 30, 2014. 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.

Non-interest Income. Non-interest income increased $117,000, or 7.4%, to $1.4 million for the three months ended September 30, 2014 compared to $1.3 million for the same period in 2013, primarily due to increases in fees related to the origination, sale and servicing of mortgage loans on the secondary market, the origination and servicing of consumer and commercial loans, deposit related fees, investment sales commissions and an increase in income from Valley Title Services LLC of $66,000, $14,000, $17,000, $3,000 and $21,000, respectively. These increases were partially offset by a $4,000 decrease in the change in value of bank owned life insurance period over period.

The increase in fees related to the origination, sale and servicing of mortgage loans on the secondary market is primarily due to increased volume of these loans during the three months ended September 30, 2014 as compared to the same period in 2013. The increased volume is primarily a result of a decrease in market rates period over period. The increase in fees related to origination and servicing of consumer and commercial loans is primarily the result of increased volume as a result of increased marketing efforts. The increase in income from Valley Title Services, LLC is primarily due to an increase in mortgage volumes due to lower market interest rates period over period.

Non-interest Expense. Non-interest expense decreased $103,000, or 3.1%, to $3.3 million for the three months ended September 30, 2014 compared to $3.4 million for the same period in 2013. The primary factors effecting the change was a decrease in data processing expense and FDIC premiums of $134,000 and $8,000, respectively, partially offset by increases in advertising and other operating expense, occupancy and equipment expense, and salary and employee benefits expense of $21,000, $12,000 and $6,000, respectively.

The decreases in data processing expenses were the result of certain one-time costs from the Bank’s conversion to a new core processing system incurred in 2013, which were not repeated in 2014. The primary reason for the increase in advertising and other operating expense was increased marketing efforts and increase in charges related to debit cards due to an increase in the number of cards issued. The primary reason for the increase in occupancy and equipment expense was additional depreciation expense on computer hardware and software due to purchases. Salary and benefits expenses increased primarily because of cost of living adjustments.

Income Tax Expense. The Company had income tax expense of $367,000 for the three month period ended September 30, 2014 as compared to $194,000 for the same period in 2013. The increase in income tax expense was due primarily 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 $791,000 for the three month period ended September 30, 2014 compared to total comprehensive income of $329,000 for the three month period ended September 30, 2013. The increase was primarily a result of a positive change of $209,000 in unrealized gains and losses on securities available for sale, net of tax and an increase in net income period over period of $253,000.

Results of Operations for the Nine Months Ended September 30, 2014 and 2013

Overview. The Company reported net income of $2.1 million, or $1.25 basic earnings per share, for the nine-month period ended September 30, 2014, compared to net income of $1.7 million, or $0.85 basic earnings per share, for the same period in 2013.

Net Interest Income. Net interest income after provision for loan losses increased $497,000, or 5.9%, to $8.9 million for the nine months ended September 30, 2014 compared to $8.4 million for the same period in 2013.

 

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Total interest and dividend income increased $27,000, or 0.3%, from $10.3 million for the nine months ended September 30, 2013 to $10.3 million for the nine months ended September 30, 2014. The increase was primarily the result of a $28,000 increase in dividends on the Bank’s investment in Tenth Street Fund.

Total interest expense decreased $274,000, or 16.7%, from $1.6 million for the nine months ended September 30, 2013 to $1.3 million for the nine months ended September 30, 2014. The decrease was primarily a result of a $195,000 decrease in interest on deposits as well as a $78,000 decrease in interest on Federal Home Loan Bank advances. The primary reason for the decrease in interest on deposits was a reduction in market interest rates. The decrease in interest on Federal Home Loan Bank advances was due to lower balances of outstanding advances and lower interest rates period over period.

Provision for Loan Losses. The provision for loan losses was $85,000 for the nine months ended September 30, 2014 compared to $281,000 for the same period in 2013.

Non-performing loans decreased $545,000 from $4.1 million at December 31, 2013 to $3.5 million at September 30, 2014. Non-performing residential mortgage loans and commercial real estate and multifamily loans increased $407,000 and $225,000, respectively, while nonperforming construction and land loans, commercial loans and consumer loans decreased $1.9 million, $47,000 and $37,000, respectively. The decrease in construction and land loans was primarily due to the foreclosure and transfer to other real estate owned of a $1.1 million participation interest in a commercial development secured by land in Sevierville, Tennessee. The balance of non-performing loans at September 30, 2014 includes nonaccrual loans of $3.5 million. Residential mortgage loans of $15,000 were over 90 days past due but still accruing interest at September 30, 2014. The balance of nonaccrual loans at September 30, 2014 consists of $2.9 million in residential mortgage loans, $310,000 in construction and land loans, $321,000 in commercial real estate and multifamily and $47,000 in consumer loans.

Net charge-offs were $555,000 for the nine months ended September 30, 2014 compared to $280,000 for the same period in 2013. Charge-offs totaling $614,000 were recorded during the nine months ended September 30, 2014 in connection with residential mortgage loans ($35,000), commercial real estate and multifamily loans ($239,000), construction and land loans ($175,000), and consumer loans ($165,000).

The allowance for loan losses was $4.0 million at September 30, 2014. 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.

Non-interest Income. Non-interest income decreased $3,000, or 0.1%, to $3.9 million for the nine months ended September 30, 2014 compared to $3.9 million for the same period in 2013, primarily due to decreases in fees related to the origination, sale and servicing of mortgage loans on the secondary market, the change of market value of bank owned life insurance and income from Valley Title Services, LLC of $135,000, $10,000 and $8,000, respectively. These decreases were partially offset by increases income related to investment sales commissions, an increase of gain on sale of foreclosed real estate and other repossessed assets, increase in fees related to origination and servicing of consumer and commercial loans and an increase of fees on deposit accounts of $45,000, $49,000, $19,000 and $36,000, respectively. All other non-interest income decreased $1,000, net.

The decrease in fees related to the origination, sale and servicing of mortgage loans on the secondary market is primarily due to decreased volume of these loans during the nine months ended September 30, 2014 as compared to the same period in 2013. The decreased volume is primarily a result of an increase in market rates period over period. The reduction in income from Valley Title Services, LLC is primarily due to a decrease in mortgage volumes period over period. The increase in income related to investment sales commission was primarily due to increased sales of investment products during the first three months of 2014 as a result of a partial recovery of investment markets and customers seeking higher yielding investment alternatives in the continued low rate environment. The gain on sale of foreclosed real estate and other repossessed assets was primarily the result of gain on sale of real estate in Reliance, TN. The increase in fees related to the origination and servicing of consumer and commercial loans was primarily due to an increase in volume in these types of loans due to increased marketing efforts. The increase in deposit related fees was primarily the result of increased debit card related fees and the restructuring of deposit account fee structures, partially offset by a reduction in non-sufficient funds charges.

Non-interest Expense. Non-interest expense decreased $184,000, or 1.9%, to $9.6 million for the nine months ended September 30, 2014 compared to $9.8 million for the same period in 2013. The primary factors effecting the change were decreases in expenses related to data processing, federal deposit insurance premiums and other operating expenses of $234,000, 4,000 and $60,000, respectively. These decreases were partially offset by increases in occupancy and equipment expense, advertising expense and salary and employee benefits expense of

 

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$53,000, $35,000 and $26,000, respectively. The decreases in data processing and other operating expenses were the result of certain one-time costs from the Bank’s conversion to a new core processing system incurred in 2013, which were not repeated in 2014. The primary reason for the increase in occupancy and equipment expense was additional depreciation expense on computer hardware and software due to purchases. Salary and benefits expenses increased primarily because of cost of living adjustments.

Income Tax Expense. The Company had an income tax expense of $1.1 million for the nine month period ended September 30, 2014 as compared to $770,000 for the same period in 2013. The increase in income tax expense was due primarily 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 $2.4 million for the nine-month period ended September 30, 2014 compared to total comprehensive income of $1.2 million for the nine-month period ended September 30, 2013. The increase was primarily a result of a positive change of $812,000 in unrealized gains and losses on securities available for sale, net of tax and an increase in net income period over period of $376,000.

Liquidity and Capital Resources

Liquidity Management. Liquidity is the ability to meet current and future financial obligations of a short-term nature. The Bank’s 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 Bank’s most liquid assets are cash and cash equivalents and interest-bearing deposits. The level of these assets depends on the Bank’s operating, financing, lending and investing activities during any given period. At September 30, 2014, cash and cash equivalents totaled $8.9 million. At September 30, 2014, securities classified as available-for-sale and not pledged against deposits, which amounted to $12.0 million, provide an additional source of liquidity. In addition, at September 30, 2014, the Bank had the ability to borrow a total of approximately $38.7 million from the Federal Home Loan Bank of Cincinnati. At September 30, 2014, the Bank had $7.5 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.

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 Company also seeks liquidity to fund any repurchases of its common stock. The Company’s 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 Federal Reserve Board, 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 $5.1 million at September 30, 2014.

Capital Management. The Bank is required to maintain specific amounts of capital pursuant to federal regulatory requirements. As of September 30, 2014, the Bank was in compliance with all regulatory capital requirements, which were effective as of such date, with tangible, core, tier 1 risk-based capital, and total risk-based capital ratios of 11.3%, 11.3 %, 15.5%, and 16.7%, respectively. The regulatory requirements at that date were 1.5%, 4.0%, 4.0%, and 8.0%, respectively. At September 30, 2014, the Bank was considered “well-capitalized” under applicable regulatory guidelines.

 

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Dividends. The Board of Directors of the Company declared and paid dividends on the Company’s common stock of $250,000 during the nine months ended September 30, 2014. The dividend payout ratio for the first nine months of 2014, representing dividends per share divided by diluted earnings per share, was 12.8%. 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, 2014, the Company did not engage in any off-balance sheet transactions reasonably likely to have a material effect on the Company’s 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. 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 (“ALCO”), 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.

Our goal is to manage asset and liability positions to moderate the effects of interest rate fluctuations on net interest margin and net interest income. Measurements which we use to help us manage interest rate sensitivity include earnings at risk simulation model and economic value of equity model.

Rate sensitivity/Earnings at Risk – The goal is to achieve a strong acceptable and consistent level of earnings over time. The ALCO has established risk tolerances for changes in net interest income from a base case of no change in interest rates to simulate changes in net interest income from rate shocks over a one-year period.

The established risk limits for changes both up and down in rates from the base case, limits in the decline in net interest income are for a 400bp change should not result in a decrease of more than 20%, a 300bp change should not result in a decrease of more than 15%, a 200bp change should not result in a decrease of more than 10% and a 100bp change should not result in a decrease of more than 5%.

Economic Value of Equity (“EVE”) identifies changes in the market value of capital based on exposure to interest rate risk resulting from a change in market value of the bank’s assets and liabilities due to changes in interest rates. The change in value is prepared by discounting the projected cash flows of all balance sheet categories.

The EVE is the difference between the present values of assets and liabilities. The measured change of this economic value, over a range of rate shocks indicates the degree of possible long-term exposure to future earnings. The bank’s EVE risk tolerance limits are that for a 400bp change in interest rates up or down, the EVE should not decrease by more than 25% from the base case; for a 300bp change in interest rates up or down, the EVE should not decrease by more than 20%; for a 200pb change in interest rates up or down the EVE should not decrease by more than 15%; and for a 100bp change in interest rates up or down the EVE should not decrease by more than 10%.

 

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Our model results indicated that at we were in compliance with the policies noted above and that our balance sheet is slightly liability-sensitive. Liability-sensitive implies that our liabilities will reprice faster than our assets indicating an increase in interest rates would decrease our net interest margin. We continue to seek opportunities to decrease our cost of funding by reducing the level of funding provided by certificates of deposit and reducing rates as current certificates mature.

Each of the above analyses may not, on its own, be an accurate indicator of how our net interest income will be affected by changes in interest rates. 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. 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 liability sensitivity would be increased 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 Company’s management, including the Company’s principal executive officer and principal financial officer, have evaluated the effectiveness of the Company’s “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 Company’s 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 SEC’s rules and forms, and (2) is accumulated and communicated to the Company’s 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 Company’s internal control over financial reporting occurred during the quarter ended September 30, 2014 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II. OTHER INFORMATION

Item 1. Legal Proceedings

The Company is not involved in any pending legal proceedings other than routine legal proceedings occurring in the ordinary course of business. The Company’s management believes that such routine legal proceedings, in the aggregate, are immaterial to the Company’s consolidated financial condition and results of operations.

Item 1A. Risk Factors

For information regarding the Company’s risk factors, see “Risk Factors” in the Company’s Annual Report on Form 10-K for the year ended December 31, 2013, filed with the Securities and Exchange Commission on March 14, 2014. As of September 30, 2014, the risk factors of the Company have not changed materially from those disclosed in the Form 10-K.

 

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Item 2. Unregistered Sales of Equity Securities and Use of Proceeds

Since the Company completed its initial public offering in January 2010, the Company’s board of directors has authorized seven stock repurchase programs for an aggregate of 1,032,207 shares. All of the repurchase programs have been publicly announced. As of September 30, 2014, the Company had repurchased an aggregate of 982,690 shares under these programs.

Under each repurchase programs, repurchases were or will be conducted 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 Company’s common stock during the first quarter of 2014.

 

Period		Total Number of Shares Purchased				Average Price Paid Per Share				Total Number of Shares Purchased as Part of Publicly Announced Plans or Programs				Maximum Number of Shares that May Yet Be Purchased Under the Plans or Programs
July 1 through July 31, 2014			511			$	22.05				511				66,573
August 1 through August 31, 2014			—				—				—				66,573
September 1 through September 30, 2014			4,228				23.05				4,228				62,345
Total			4,739			$	22.94				4,739				62,345

Item 3. Defaults Upon Senior Securities

Not applicable.

Item 4. Mine Safety Disclosures

Not applicable.

Item 5. Other Information.

Not applicable.

 

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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 Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2014, formatted in XBRL (Extensible Business Reporting Language): (i) the Consolidated Balance Sheets, (ii) the Consolidated Statements of Comprehensive Income, (iii) the Consolidated Statements of Income, (iv) the Consolidated Statement of Changes in Stockholders’ Equity (v) the Consolidated Statements of Cash Flows and (vi) the Notes to the Consolidated Financial Statements.

 

*	Management contract or compensatory plan, contract or arrangement

(1)	Incorporated herein by reference to the exhibit to the Company’s 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 Company’s 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 Company’s 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 Company’s 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 Company’s Current Report on Form 8-K filed with the Securities and Exchange Commission on July 27, 2010.

(6)	Incorporated herein by reference to the Company’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 7, 2010.

 

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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 7, 2014		By:		/s/ Jeffrey L. Cunningham
				Jeffrey L. Cunningham
				President and Chief Executive Officer
				(principal executive officer)

 

Dated: November 7, 2014		By:		/s/ Michael R. Hutsell
				Michael R. Hutsell
				Treasurer and Chief Financial Officer
				(principal accounting and financial officer)

 

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